A record price for Woolies shares today with the market sending them up to a high of $32.50 after the ACCC blocked the giant from buying Kmart and Officeworks from Coles, if those chains came on the market.

The rise in the share price enabled Woolies to skate over questions about whether they erred by linking Kmart to Officeworks after the ACCC said it had no objection to Woolies buying Officeworks on its own. Graeme Samuel also says the ACCC is undecided about a Woolies deal for Target.

I would have thought that was self evident, as Terry McCrann nicely pointed out in the News Ltd tabloids this morning.

But in all the publicity of the ACCC announcement, Woolies slipped out its Notice of Meeting for the AGM to be held next month, some 19 days after the annual report was dropped late on the Friday before the Grand Finals and the long weekend in NSW.

The meeting documents went through to the keeper but shareholders should read them closely for fresh from asking shareholders at IAG, where he’s chairman, for a 30% pay rise and backdating it to July, James Strong and the board he leads at Woolies have hopped on the same gravy train, with the same list of reasons.

Except in Woolies case the company has performed, unlike IAG which is falling behind the market.

Strong and his non executives are not shy in asking for more: they want a $1.250 million pay rise to be approved, that’s on top of the $1.750 million already paid. That’s a rise of 71% will take the total amount to $3 million, and there’s no word how the higher amount will be distributed.

At least that was made clear in the IAG notice of meeting. Its must bigger than the 37% rise at IAG. Here’s what Woolworths Limited (WOW) told shareholders:

5. Fees payable to non-executive Directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That in accordance with Australian Securities Exchange Listing Rule 10.17 and the Company’s Constitution the aggregate maximum amount of remuneration of the non-executive Directors be increased by $1,250,000 per annum to $3,000,000 per annum.

Listing Rule 10.17 and Article 10.8 of the Company’s Constitution, any proposed increase in the total amount of fees payable to the non-executive Directors of the Company must be approved by ordinary resolution of the Company in general meeting.

There are currently seven non-executive Directors of the Company – Messrs J A Strong, J F Astbury, L M L’Huillier, Ms D J Grady, Dr R S Deane, I J Macfarlane and Ms A M Watkins.

The current maximum aggregate amount which may be paid to non-executive Directors per annum is $1,750,000. This amount was last increased in November 2005 when it was approved by shareholders at the Annual General Meeting that year.

The purpose of the resolution associated with agenda item 5 is to approve an increase in the maximum aggregate amount of remuneration which may be paid to non-executive Directors by $1,250,000 per annum to $3,000,000 per annum. If approved, this would be the total amount that could be divided among all of the non-executive Directors and would not be the amount payable to each non-executive Director.

According to the Woolies 2007 annual report, Strong was paid a total of $493,000 and two new directors were paid the least, between $79,000 and $82,000. Other non executive directors were paid over $200,000 and $300,000.

It’s a pity the Woolies board didn’t have the courage of the IAG board to nominate what the new fees would be for the chairman and each non-executive director.

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Peter Fray
Peter Fray
Editor-in-chief of Crikey
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