Ron Walker and his John Fairfax board
colleagues have shown that they don’t believe in free and fair
elections by pulling the old “no vacancy” trick to ensure Crikey’s
board tilt fails, even though the company currently only has seven
directors.

With the constitution allowing Fairfax to have twice
as many directors, who does this board think they are to arbitrarily
declare that seven is the maximum at this year’s AGM on November 18, so
we have four candidates for only three vacancies?

This means Crikey will have to get 100% of the directed proxies and
hope that one of the three incumbents, Mark Burrows, David Evans and
Peter Young, gets below 90% and that the open proxies are less than 5%.
If that doesn’t happen, this outsider’s tilt is statistically
impossible, so you can see how dodgy the old “no vacancy” tactic is.

We gave Fairfax plenty of time to consider this issue and held out some
hope when the notice of meeting was delayed for two weeks longer than
ever before, but when it came down to a decision, the board opted to
manipulate the election and take the corporate governance low road.

For
some reason, Fairfax haven’t released their notice of meeting to the
ASX but we got one as a shareholder late last week. Chairman Ron Walker
has managed to avoid an election this year and it will be interesting
to know the process that led to Mark Burrows facing a poll only two
years into his three year term.

Donald McGauchie put his hand up and stepped forward to face an
election when he didn’t have to at the Telstra AGM yesterday, but Ron
Walker wasn’t so brave. It will be interesting to find out whether
Burrows volunteered or was selected by way of ballot. Here is the list
of director elections at Fairfax over the past five years:

2001: Jonathan Pinshaw and Fred Hilmer
2002: Julia King and Dean Wills
2003: Mark Burrows, Roger Corbett, Ron Walker, Margaret Jackson and David Gonski
2004: Joan Withers, Dean Wills and Julia King
2005: Mark Burrows, David Evans and Peter Young

With
Jackson and Gonski gone from the 2003 vintage, it was a case of
selecting one candidate out of Burrows, Walker and Woolworths CEO Roger
Corbett to face an election along with the two newcomers, David Evans
and Liberal Party networker Peter Young.

Just like Sol Trujillo, new Fairfax CEO David Kirk has elected to
change company policy and take up the exemption that CEOs don’t have to
be elected. This seems to be an increasing trend of recent times. What
are these guys afraid of? No incumbent top 200 CEO has been voted off a
board by shareholders in Australian public company history.

Peter Fray

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Peter Fray
Editor-in-chief of Crikey

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