Perpetual Trustees usually tries to portray themselves as the independent corporate governance good guys but that hasn’t stopped the directors putting their hands out for another pay rise.
Financial services group, and major fund manager, Perpetual Trustees has joined the ‘club’ of companies with their hands up for shareholder approvals for an increase in non-executive director fees and for the share and options package for newish CEO, David Deverall, the former Macquarie Banker, who told Business Sunday last month that ‘he liked the job.’
Perpetual wants to up the maximum payout to non execs to $1.75 million from the $.2 million at present.
This is what they argued in the Notice of Meeting, released this week.
“Following a recent independent review of the remuneration of the Company’s non-executive directors, it is proposed to increase the maximum aggregate remuneration of the non-executive directors from $1.2 million per annum to $1.75 million per annum.The proposed increase makes allowance for growth in board remuneration to reflect market rates and anticipates the need over the next two years to pay increased base fees to new non-executive directors who will not receive retirement benefits.
Mr David Deverall, managing director and Ms Jane Couchman, the Company’s general counsel who is an alternate director for Mr Deverall, do not receive directors’ fees. Shareholder approval is sought under article 16.1(a) of the constitution of the Company and under Australian Stock Exchange Limited (‘ASX’) Listing Rule 10.17.
The maximum aggregate remuneration of the non-executive directors was last increased in 2000 to $1.2 million per annum. Since that time the Company has grown significantly:
• operating profit after tax (excluding gains on investment sales) from $30.7 million to $88.2 million
• basic earnings per share from 110.1 cents to 237.8 cents
• funds under management from $11.6 billion to $21.7 billion
• total assets from $354 million to $455 million
Additionally since 2000, demands on directors of listed companies have increased through legislation and community expectations. In order to meet these demands and the Company’s own commitment to good governance, the responsibilities of the Company’s non-executive directors have expanded.The proposed limit has regard to the increased responsibilities of the board.”
That’s all well and good, but if you compare Perpetual to say Qantas, which is asking for a $1 million lift to $2.5 million as the ceiling for non-exec directors, then you’d have to think hard about Perpetuals justification.
Granted that the complexity and pressures on non executive directors has risen, but that applies to Qantas as much as it does to Perpetual.
Qantas has had to ride far more volatile conditions in its markets from the collapse of Ansett, to 9/11, to the Bali bombing, to increased terror threats, higher security costs, greater competition and rising fuel costs.
And its managed its way through these to produce record earnings(despite the whinges and moans that echo from the boardroom from time to time).
Judged by Qantas standards, Perpetual’s non executive directors have it easy. Their company is hooked up to the great compulsory superannuation spigot that regularly sucks billions of dollars a year from employers and employees into the bulging accounts of fund managers like Perpetual.
In the past Perpetual has earned a stellar record for good corporate governance and been one of the most aggressive fund managers in seeking that from the companies it invests in.
This approach came from the former CEO(Graham Bradley) through to fund managers like the departed Peter Morgan. His replacement, John Sevior has maintained the approach.
But what about the newer CEO in David Deverall? In the Notice of meeting, there’s no mention of maintain the corporate governance activism as a means of measuring his performance.
So far he’s shown all the signs of being a successful Macquarie banker in a new, cushy, lucrative job, and none of the activism of his predecessor, which is a pity.
Shareholders should quiz the board and Deverall on this issue at the AGM on October 19 before voting yes or no. They should seek assurances that the board, the CEO and the fund management team are not going to rollover and run dead on corporate governance, just because the good, fat, profitable times are here.