After getting a handy 44 per cent of the primary vote at last year’s NRMA Insurance Group Ltd AGM Crikey is having another tilt this year and would love your vote and proxy.
There are eight candidates standing for five spots and we can only give an unqualified endorsement to new chairman James Strong and new chief executive Michael Hawker. Thanks god for the new broom.
The other two outside candidates, David Clark, a traffic engineer and management consultant, and Michael Gallagher, a former Mayor and educationalist, look like interesting but not stand out contenders. I don’t have a strong opinion on these two so will probably be abstaining.
My main concern with the current board is the hangover that exists from the days when the NRMA was captured by Nick Whitlam’s political factions.
The three women who are seeking new three year terms, Anne Keating, Dominque Fisher (formerly Collins) and Mary Easson, all joined the NRMA board on Nick Whitlam’s well-funded Members First ticket.
They all have political connections by either marriage or siblings. Anne Keating is Paul’s sister who has fallen out spectacularly with Nick Whitlam and his supporters over a variety of corporate governance and conflict of interest issues.
Dominique Collins is the former wife of former NSW Treasurer and Opposition leader Peter Collins and the current partner of former Victorian Treasurer Alan Stockdale.
And Mary Easson is the wife of former NSW Labor Council secretary Michael Easson and was a Federal backbencher herself from 1993 till 1996.
Nick Whitlam is now facing civil charges from the ASIC for alleged voting and board minute irregularities whilst chairman of the combined NRMA before the insurance arm was split off, demutualised and listed on the ASX.
It appears that Anne Keating was the person who alerted ASIC to these and she is to be commended for that. However, Crikey has some concerns about the way Anne pushed the commercial interests of John Singleton’s advertising company to the NRMA when she sat on Singleton’s board. Her presence on any NRMA board is still a cause of great consternation for some and the company would probably be better to draw a line in the sand and move forward without any old guard directors.
Nick Whitlam will probably persuade the NRMA Ltd board to vote its 5 per cent stake in NRMA Insurance Group Ltd against the re-election of Anne Keating and in favour of Dominique Fisher and Mary Easson so Anne Keating is the most vulnerable of the incumbents.
But we are also recommending a vote against Mary Easson and Dominque Fisher. The latter does not appear to bring any relevant skills as she now runs a very small Melbourne-based telecommunications company. She has also been too sycophantically supportive of Whitlam.
Given that the NRMA is highly vulnerable to regulatory issues – especially from the Carr Government’s Motor Accident Authority which runs third party insurance – Mary Easson has a few more relevant skills.
But it is all these NSW Right types who have poisoned the NRMA board and she is one of them.
Given that John Della Bosca is the minister responsible for compulsory third party in NSW, it is very odd that his wife, Belinda Neal, is apparently running the campaign to get Easson re-elected.
Mary Easson and Dominique Fisher remain firm allies of Whitlams which provides good grounds for voting against them.
You see Whitlam still chairs the road service mutual NRMA Ltd which has joined in the firestorm of litigation that always seems to engulf Gough’s son by suing the NRMA’s listed insurance arm over some proposed branch closures.
Why you should vote for Stephen Mayne
Firstly, this is the full platform that I requested be sent to shareholders in the notice of meeting. You will notice that the cash for comment and Anne Keating references have been censored:
“Stephen D. Mayne, age 32. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au, an independent news website which campaigns for greater corporate ethics and accountability. He has been a business journalist for 12 years with a range of Australian papers including The Age, The Daily Telegraph, the Herald Sun and the Australian Financial Review. He won the Walkley Award for business journalism in 1999 for a series from the perspective of an active shareholder. Mr Mayne is standing for the NIGL board to oppose the company’s ongoing cash for comment relationship with 2UE broadcaster John Laws and to offer himself as an alternative to non-executive director Anne Keating. He also believes NIGL should become a more activist fund manager to help create a culture of shareholder pressure in Australia.”
As Australia’s leading shareholder activist, I know more about the performance of Australian companies and the people who run them than most.
I’ve also worked as the press secretary for former Victorian Alan Stockdale which included specific responsibility for Victoria’s compulsory third party insurer the Transport Accident Commission.
In 1992 I was banking and insurance correspondent for The Age so I have specific experience of the insurance industry from a journalistic and political perspective.
The fallout from the HIH collapse is obviously very important for the NRMA and I was at the last two HIH AGMs asking more questions than anyone else.
Having attended more than 200 AGMs in Australia, I’ve got a unique perspective of corporate Australia that could be very useful to the NRMA’s funds management operations.
Whilst I can’t hold a candle to the likes of James Strong and Michael Hawker, I generally believes that Crikey can contribute more to the wellbeing of the NRMA than the other candidates.
This is the flyer that I handed out last year to shareholders at the AGM as the only non board endorsed candidate. As you can see, it was raising concerns about the very issues that ASIC have since moved against Nick Whitlam on but the then chairman still received a very strong 89 per cent vote in favour.
ALTERNATIVE TO WHITLAM: FIGHT CASH FOR COMMENT AND PASSIVE FUNDS MANAGEMENT
Stephen Mayne, the only external candidate for the NRMA Insurance Group today, is hoping you can help send a message to the board today.
Stephen is trying to create a greater culture of shareholder pressure and accountability in Australia by standing for several boards to pressure them into improving their corporate practices and performance.
NRMA is still paying 2UE broadcaster John Laws between $100,000 and $500,000 a year in a cash for comment deal. A vote for Stephen would tell the board you want this grubby practice to stop.
And now that NRMA is one of the largest publicly listed fund managers in Australia with $8 billion under management, the 7.6 million Australians who owns shares would be better served if it became Australia’s first publicly active fund manager.
If NRMA fund managers asked well-researched questions at AGMs across the country, boards would perform and Australia would have a greater culture of shareholder pressure which it desperately needs.
Instead, you have this club of directors who sit on the boards of passive fund managers such as NRMA as well as the companies they invest in.
Today is a chance to tell the NRMA board that you want them to become more active and more ethical by abandoning cash for comment and taking a stronger stand at AGMs across the country.
However, the NRMA will have no credibility as a champion of good corporate governance as long as Nick Whitlam remains chairman.
Stephen is recommending a vote against Nick Whitlam today because he is overpaid and is too divisive a leader for the NRMA now that it is a listed company.
“The ongoing feud with Anne Keating, his aspriations to be executive chairman, the question over the 1998 proxies being mishandled and other doubts about the accuracy of board minutes all point to the fact that the NRMA would be better off without Nick Whitlam,” Stephen said.
“It is important that his re-election is defeated from the floor on a show of hands so that the board is under maximum pressure not to use the open proxies to get him re-elected.”
For further information: www.crikey.com.au Stephen Mayne: [email protected]
CASH FOR COMMENT NRMA STYLE
A trawl through the archives of John Laws’s now dropped Sunday Telegraph column, which was ghosted by colourful PR operator Marty Dougherty, is a useful exercising when examining the money trail of his appalling cash for comment deals which include NIGL.
The 2UE website now discloses that Laws receives a six figure sum from NRMA Insurance Group Ltd (NIGL) and we’re still waiting to hear if the contract has just been extended beyond June 30.
Whitlam was the man in control of NRMA at the time this deal was done so it comes as no surprise that he received a glowing endorsement from Laws.
Back in September 1999, just before the annual NRMA elections, Laws penned a column headed “Keeping the NRMA on the right road” in which he opined that “the super-bright Nick Whitlam” had done a beaut job for the NRMA and that he and his Members First team should remain at the helm.
Hmm, that sounds above and beyond the call of duty as the 2UE website only refers to the contract requiring Laws: “To promote the image, products and services of NRMA INSURANCE LIMITED.”
We’re looking forward to what Laws tell his legions of loyal listeners about this year’s NRMA election. How can anyone take this bloke seriously when his opinions are so blatantly for sale.
Good example of politicisation
These two extracts from Federal Hansard on the night of September 26 are classic examples of how the NRMA has been politicised and why all the politically-connected types should be voted off the board.
It clearly looks like so-called independent thinker Mark Latham has been well and truly briefed by the Nick Whitlam forces and went after Whitlam’s adversary, the sacked former NRMA Insurance CEO Eric Dodd. Now we reckon Dodd is being greedy demanding a $6 million payout but this attack is over the top.
It is incredible that Latham can dismiss the ASIC charges against Whitlam as “two relatively minor matters”. The Labor Party might think it is okay to tamper with proxies and board minutes but the Corporations Law says this is illegal and if the allegations against Whitlam are true then he should be banned from being a company director for a few years. Anyway, on with the transcripts:
Latham uses Cowards Castle to bollock ASIC and Dodd
LATHAM (Werriwa) (10.50 p.m.) I would like to talk about the string of company collapses in Australia, including HIH, One.Tel and Ansett. Attention, of course, has turned to the quality of our corporate governance. Ultimately, responsibility for this matter falls with the Minister for Financial Services and Regulation, Mr Hockey, and the head of the Australian Securities and Investments Commission, David Knott. Day after day more evidence is emerging of the incompetence of this pair. The financial press were concerned about the position of HIH as far back as July 2000. Yet it was not until February this year that ASIC began investigating HIH Insurance.
So, too, Ansett’s financial problems have been an open secret for most of this year, yet the minister and ASIC refused to act. I wish to bring to the attention of the House another instance of incompetence. On 27 February this year leaked information appeared in the Australian Financial Review, publishing highly sensitive interim profit figures for NRMA Insurance. The leaking of this material is a criminal offence under section 1001A of the Corporations Act. Yet, amazingly, this incident has not been subject to a full and proper investigation by ASIC.
Indeed, Mr Knott announced on 6 September that `no action is proposed in relation to this matter’. It is well known within the NRMA that the guilty party is Mr Eric Dodd, the former Managing Director of NRMA Insurance. In February, Mr Dodd instructed Stuart Nelson, the head of his communications unit, to leak the interim profit figures. He did this in front of another senior staff member. Subsequently, complaints were lodged with ASIC. These complaints have not, however, been properly investigated. Mr Dodd has not been brought to justice. Unfortunately, another white-collar criminal has avoided punishment by ASIC.
This matter also involves a question of ministerial responsibility. Not only has Minister Hockey stood by and allowed this injustice to occur; remarkably, he has acted in Mr Dodd’s defence. In fact, he has gone out of his way to protect Dodd’s interests within the NRMA. The minister even went as far as personally intervening to prop up Mr Dodd’s position as managing director.
On the weekend of 7 and 8 April, there was media speculation that the board of NRMA Insurance was reviewing Mr Dodd’s position. The following Monday, Rowan Ross, the acting Chairman of NRMA Insurance, received a call from Minister Hockey advising him not to sack Dodd. After Dodd was, in fact, dismissed on 10 April, Ross received a further call from Mr Hockey, in which he said, `Remember that I am in charge of ASIC.’ Ross took this to be a threat and subsequently told many people of the minister’s actions. It was subsequently reported in the media that the minister had given Ross `the rounds of the kitchen’. Minister Hockey has acted improperly, and perhaps even illegally, by intervening in this fashion.
These arrangements are much too cosy and convenient. Just look at the sequence of events: the Minister for Financial Services and Regulation appoints David Knott as the head of ASIC; the minister goes in to bat for his mate Eric Dodd at the NRMA; Dodd leaks sensitive profit information to the media, yet ASIC decides not to take any action. Meanwhile, ASIC commences civil proceedings against Nick Whitlam on two relatively minor matters, one of which has already been dismissed by a QC who is now a Federal Court judge. The old boys club is alive and well in the regulation of corporate Australia: one set of rules for the son of a Labor icon, but a totally different set of rules for the minister’s mate. These double standards reflect poorly on the competence and integrity of ASIC. They help to explain ASIC’s failure to prevent the recent run of company collapses. The head of ASIC is willing to play favourites and to play politics instead of impartially enforcing the laws of this parliament.
The minister is willing to intervene directly to threaten and intimidate companies in an attempt to protect his mate. Eric Dodd is guilty of a criminal offence, yet he has the personal protection of the Minister for Financial Services and Regulation. This disgraceful set of circumstances threatens Australia’s reputation for corporate governance and economic performance. It must be investigated by a full and thorough inquiry of the parliament or by an appropriate judicial body. The minister must explain his extraordinary role in this shameful affair.
Hockey makes a good defence
HOCKEY (North Sydney-Minister for Financial Services and Regulation) (11.00 p.m.) -A little earlier tonight, the member for Werriwa made a serious allegation about events involving the NRMA. The member for Werriwa unfortunately chose to take the cowardly approach and made these statements in the House rather than outside the House. He made a number of quite defamatory statements about a number of individuals. I understand that the House can be used for that purpose, but, if the member for Werriwa has any basis in fact for the allegations that he is making, he should refer them to the appropriate authorities.
There is currently a case before the courts involving the former chairman of NRMA, Nick Whitlam; therefore, it would obviously be inappropriate for me to comment on the circumstances surrounding that court case. Secondly, there is another court case involving the dismissal of Eric Dodd, the former chief executive of NRMA, and again it would be totally inappropriate for me to make any detailed statements about that. But I am, for the purposes of responding to the spurious allegations from the member for Werriwa, able to say the following. I have no great truck with Eric Dodd, nor do I have any great truck with Nick Whitlam, but I can tell the member for Werriwa that the collapse of HIH and my previous comments about corporate governance in Australia were at the forefront of my mind when the chairman of NRMA resigned on that weekend, at a time when there was enormous speculation about the reasons for the collapse of Australia’s second biggest general insurer.
As a minister, I took the view that Australia could ill afford to have the caucus-like bar room brawl in the boardroom of NRMA spread to the executive of NRMA at a time when the largest general insurer in Australia was under pressure with the collapse of the second largest general insurer in Australia. I rang the acting chairman of NRMA and asked him if the speculation was true: that he and the board had done a deal to dismiss the chief executive of NRMA at the request of Mr Whitlam, who had resigned. He would not respond to me. I reminded him that at that juncture the chief executive of NRMA was also the chairman of the Insurance Council of Australia and was working with the government on a rescue package for thousands of policyholders in HIH, who at that time had no protection whatsoever. In fact, the insurance industry at that moment was working with the government to come up with a solution to respond to the immediate problems of HIH. At that point of time, it was decided within the board of NRMA that they were going to take their bar room political brawls into the executive of NRMA and potentially destabilise Australia’s largest general insurer.
I do not apologise for one second for making it obvious to the NRMA, both publicly and privately, that the government, through its prudential regulator, APRA, and through its corporate regulator, ASIC, would carefully monitor developments at NRMA to ensure that good corporate governance was adhered to. I do not apologise for that. That is what any prudential and responsible minister would do to ensure that all appropriate laws were complied with by the board and by the executive of NRMA at a time when the insurance industry was under enormous pressure.
The member for Werriwa can make whatever allegations he wants in the coward’s castle of parliament, as he has chosen to do, but if he has any basis to his allegations, he should put up or shut up and do it now, rather than under the cover of parliamentary privilege.
How should you vote
This is the full Crikey recommendation on how you should vote your shares at the AGM or by proxy. As you can see we are opposed to the name change to Insurance Australia Group when the NRMA brand is so strong.
We’re also opposed to new CEO Michael Hawker getting 1 million free shares even though there are reasonable performance hurdles in place. The issue of free shares are just bad form and the NRMA has failed to spell out what the rest of his package is. How the hell can you decided if 1 million free shares is appropriate without knowing how much cash the CEO is also getting. We’ve seen Dennis Eck, George Trumbull and Paul Anderson all get rich with them. Michael Hawker should get an options package based on the share price when he starts which rewards him for lifting the price such that he pockets the difference. No one should ever get issued with free shares. Besides the NRMA is still heavily overcapitalised so they simply don’t need to go around issuing one million new shares like this.
Resolution 1: Abstain
Resolution 2: For
Resolution 3: For
Resolution 4: For
Resolution 5: Abstain
Resolution 6: Against
Resolution 7: Against
Resolution 8: Against
Resolution 9a: Against
Resolutions 9b: For
Resolution 10: For
Resolution 11: Against
That’s all for now but we’d love to be appointed your proxy and if you need an address just say I’m from East Melbourne. Whatever you do, please don’t just sign the form and send it back as this could give all your votes straight to the chairman and he will undoubtedly use them against Crikey and in favour of the name change and excessive options package.
Feedback to [email protected]
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