Is there some sort of debate going on inside the Fairfax
boardroom between the Packer-friendly forces of new chairman Ron Walker
and the Murdoch-friendly forces of even newer deputy chairman Mark
Burrows?

How else do you explain the failure of Fairfax to lodge its notice of
meeting for the forthcoming AGM before Friday’s deadline for lodgement
of annual reports? The annual report and notice of meeting are always
sent to shareholders together as a package and therefore usually lob
with the ASX on the same day.

We’ve emailed Fairfax company secretary Gail Hambly seeking an
explanation this morning and she said the delay was caused by “only the
normal production processes – it will be mailed out with the Annual
Report on about 15 October”. It is worth looking at the timetable
adopted by Fairfax over the past five years:

2005: Annual report September 30, no sign of notice of meeting by October 5
2004: Both lodged on September 27

2003: Annual report September 29 and notice of meeting September 30

2002: Both lodged on October 4

2001: Annual report October 2 and notice of meeting October 10

Interestingly, the only other year when there was a
significant gap between Fairfax releasing its annual report and notice
of meeting was
when Crikey last ran for the board in 2001, as you can see here.
For all its campaigning for free and fair political elections, the
Fairfax board in 2001 did the dodgy “sorry there’s no vacancy” trick
and tried to charge $5,000 for access to their list of top 100
shareholders.

The timetables for listed companies are governed by a mish-mash of the
ASX listing rules and the Corporations Law. Whilst annual reports for
companies with June 30 balance dates must be lodged by June 30, the
only requirement for notices of meeting is that they arrive 30 days
before the AGM, which has to be held by the end of November.

I suspect the current delay has been caused by a board debate revolving
around how badly they treat Crikey’s candidacy. Knowing Ron Walker,
he’ll probably be recommending Fairfax take the low governance road.
However, Mark Burrows is no fan of Ron so I suspect he’ll be arguing
for fairer treatment and a system that would make it more likely that
the Packer-endorsed chairman could actually be booted from the board if
enough institutions take issue with his conflicts.

Fairfax is on notice that we expect a simple majority of 50% plus one
to be enough to get Crikey on the board and that its share register
should be made freely available for canvassing purposes. They can
either choose to do this, or be cowboys like those prolific Tasmanian
tree slaughterers Gunns.

Peter Fray

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Peter Fray
Editor-in-chief of Crikey

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