It’s already a feisty annual meeting season. Even the mainstream media
have woken up to the showers of gold spilling over the boards and
CEOs of corporate Australia.
Bluescope Steel, Qantas and Boral were the meetings that saw action this week.
A week or so ago Crikey understands that the AGM of Hills Motorway was
almost the scene of a man bites dog occurrence. A director could very
well have been ejected from the board by shareholders but for a last
minute retirement. But more on that later.
It’s no wonder Boral chairman Ken (Don’t mention the NAB, or that
woman) Moss and ‘Dame’ Margaret Jackson at Qantas, are big supporters
of Hugh Morgan and the Business Council’s daft proposal to make annual
meetings ‘more effective’.
That’s BCA and chairman speak for neutering all those pushy
shareholders, the owners, and reducing their say to a highly controlled
affair that would see little if any chance to question the board and
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We can’t have the shareholders doing that and asserting their rights. After all they are only the owners!
After the comments this week from Ken Moss and the “Dame’ you’d hardly
expect anyone with any sense supporting the BCA idea. It is nothing but
a blatant attempt to stifle dissent and control proceedings the way the
insiders on the board and management want them to be controlled.
The Qantas meeting in Brisbane on Thursday was a nice affair, except
for the hectoring tone from CEO Geoff Dixon about the nastiness of
unions and the ‘our way or the highway’ approach to industrial
relations he exhibited.
How many CEOs and boards prattle on endlessly about the importance of
staff and ‘human capital’ only to destroy their credibility when a CEO
opens his or her mouth to warn employees, like Geoff and his chairman, ‘Dame” Margaret did in their respective addresses to shareholders.
A controversial part of the Qantas meeting was proposal to lift non
executive directors fees by $1 million to $2.5 million and to give
Dixon and CFO, Peter Gregg (Superhedge) new incentive plans
The results of the vote are here.
As you can see James Packer attracted the most votes against, but
compared to the weight of votes in favour it was token opposition.
Still there was a strong note of scepticism that greeted the news that
he was paid and will be paid to attend Qantas meetings when he is one
of the wealthiest young men in Australia(the family got more than $104
million in dividends from PBL).
But given the heat generated by the proposals on the Qantas notice of
meeting, and the controversy surrounding relations with the unions, it
was a strong vote of confidence in favour of the management. As it
should be having produced the best operating result in the airline’s
history in one of the most volatile markets in recent times.
Chairman Ken Moss didn’t help with his now robust address to shareholders – read it here,
defending the new pay packet for CEO Rod Pearse and the appalling $5
million retention bonus (now where would Rod Pearse run off to). No
wonder shareholders were ropeable.
Boral changed the options part of the Pearse package which helped get it over the line.
Bluescope Steel saw the unions push defeat quite comprehensively but
chairman Graham Kraehe was obviously discomforted. But that will be
good training for the National Australia Bank meeting in January. (And
speaking of the NAB it’s about a year since the lads running the forex
options debacle were doing their damnedest to bet the house. How time
The Australian Foundation Investment Co meeting was another that
shareholders revolted at, with some larger holders being upset and
forcing standard re-election of directors and a lift in director’s fees
to the vote with a surprisingly larger minority opposing them.
But perhaps the most intriguing bit of news about an annual meeting
concerns the Hills Motorway, the Sydney-based operator of the M2
Motorway in which Transurban of Melbourne has an 8% stake.
The meeting was due to have been held on October 14 but on October 13 a director retired suddenly.
It had been shaping up as a somewhat controversial meeting with a
proposal to double non-executive directors fees to $800,000, a botching
of the information sent out in the notice of meeting.
All that was rectified, except apparently for growing unease among some
big shareholders about the role of long time director, John Cassidy,
head of Abi Group, and following its takeover by Bilfinger Berger of
Germany, a member of that company’s supervisory board.
It was felt that being associated with ABi and its parent he was badly
conflicted, especially with ABI as one of the two companies that
actually ran the motorway and collected the tolls.
That increased his lack of independence.
The annual report pointed out that Mr Cassidy who was chairman of the
board nomination committee, was not independent and defended the
anomaly by pointing to Cassidy’s long service on the board and
But that didn’t cut much ice and then a day before the meeting this announcement from Hills – Director announces retirement.
Yep, the old ‘ retiring for family and responsibilities at the Uni of
New England. no mention of his role on the Bilfinger Berger supervisory
board, or any apology for the late notice.
All his reasons would have been apparent for months. The lack of transparency in the statement is disgraceful.
We hear that Mr John Cassidy would have been voted off the board of Hills Motorway at the meeting the next day, October 14.
So he was allowed to quit before he was sacked.
But what made that statement more disgraceful was the man who made it.
Hills chairman, John Ducker, who was, at one stage, promising to quit
the Hills gig.
Remember The Duck for his ignoble money grubbing efforts at Aristocrat?
Cassidy being sacked would have made for a very loud start to what will be a very loud annual meeting season.
No wonder Hugh, the ‘Dame’ and Dr Ken all want to see shareholders shut up and herded into a corner somewhere and cowered!