With an hour to kill in Prahran yesterday afternoon before picking up
the kids, Crikey stumbled into what turned out to be a gay bar/cafe
called Ice and spent most of the time engrossed in the Gunns Ltd annual report to avoid getting chatted up.

Whilst the RACV board is undoubtedly the clubbiest outfit going around
with 7 directors who have served for 19 years or more, the Gunns board
looks like it might go close to being the oldest and longest serving
boys club in the ASX top 100.

There are actually six blokes on the board, not five as I reported
earlier this week, and all of them are in their 60s. Consider this for
a line-up:

John Gay
, 62, executive chairman since 2002 and CEO since 1986 float

Robin Gray
, 65, director since 1996

David McQuestin
, 62, director since 1988

Christopher Newman
, 61, director since 2001

Cornelius Van der key
, 66, director since 1996 when he retired as CFO

Robin Holyman
, 67, director since 1983

So there you have it. The average age is 64 and the collective length
of service of these blokes is 80 years, an astonishing average of 13.33
years each.

There is no older or more entrenched listed company board that we’ve
found, so the institutions who control the stock, such as Perpetual
Trustees and Deutsche Bank, surely have a duty to shake things up a
bit, especially after the collapse in the share price over the past

The Gunns board have also thumbed their nose at best practice corporate
governance. Having an executive chairman is bad enough, but no other
executive chairman in Australia dodges the three year electoral cycle
like John Gay.

Similarly, the board committee structure outlined in the annual report
is a joke. All five non-executive directors sit on every committee and
even John Gay attended the one meeting of the remuneration committee
last year.

These are not actually board committees at all, it’s just the whole
board and this is what can happen when you only have five non-executive
directors. It is curious that the nomination committee even bothered to
meet once in 2004-05 given that only one new director has been
appointed in the last nine years.

Contrast that with the best practice
adopted by Mayne Group in 2003 when it introduced a nine year maximum tenure for non-executive directors as you can
see from this release. If only the RACV and Gunns boards would adopt something similar.

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Peter Fray
Peter Fray
Editor-in-chief of Crikey
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