The Australian Financial Review’s Boss Magazine produces an annual “DreamTeam” of company directors, reflecting the best performing board members of ASX companies. However, given the recent sharemarket slump, Crikey felt it appropriate to consider the less savory Anti-DreamTeam — a group of directors who as a result of repeated bad lack, negligence or incompetence, have managed to involve themselves in multiple company disasters.
The choice of Chairman is clear — Elizabeth Nosworthy has proved to be a stand-out. Ms Nosworthy was recently chairman of Babcock & Brown (now in administration) and Commander Communications (now in administration) as well as a long-serving director of Ventracor (now in administration). Nosworthy therefore has the proud record of all three companies which she remained an independent, non-executive director of collapsing.
Nosworthy was also a director of GPT until last August — GPT shares have fallen by approximately 90%, largely due to a disastrous joint-venture with another Nosworthy company, Babcock & Brown. Nosworthy was also the Chair of Prime Infrastructure — Prime became Babcock & Brown Infrastructure (shortly after Nosworthy left the board) and is currently selling assets, including the Dalyrymple Coal terminal as its shares fall by approximately 96% from their peak.
Despite being a knight of the realm, Sir Rod Eddington has failed to live up to his lofty reputation following his involvement in Rio Tinto, New Corp and Allco. Eddington was one of three independent directors who approved Allco’s acquisition of Rubicon (a move which greatly enriched Allco directors, David Coe and Gordon Fell, but significantly contributed to Allco’s collapse a short time later). Eddington was also a director of Rio Tinto when it undertook the debt-laden Alcan acquisition and rejected BHP’s generous merger offers, as well as a director News Corp when it paid billions too much to acquire Dow Jones (publisher of the Wall Street Journal).
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Leo Tutt earns a place on the anti-DreamTeam board by virtue of his role as the Chairman who sold MIM to Xstrata shortly before the commodities boom in 2003. Tutt was also a director of Promina and has been the board of Suncorp-Metway since 2007. During that time, Suncorp shares have slumped by approximately 70%.
Tutt also serves as chairman of the board and remuneration committee of building materials company, Crane Group. Courtesy of Tutt’s generosity with shareholder funds, Crane’s CEO, Greg Sedgwick, is one of the best paid executives in the country, receiving $4.9 million and $3.4 million remuneration in the past two years. Sedgwick is also entitled to a golden parachute of $4.3 million simply for retiring after his employment contract ends (if Sedgwick is terminated, he may receive $5.3 million). Sedgwick’s performance does not appear to have matched his remuneration, with Crane’s share price down from a peak of around $20 in 2007 to be trading at approximately $8.15 currently.
Former McDonald’s and Optus boss, “Aussie” Bob Mansfield makes the list following recent calamities at Allco and Staging Connections. Like Rod Eddington, Mansfield was one of the three independent directors who approved Allco’s disastrous Rubicon purchase. Mansfield was also the Chairman of Staging Connections from 2003 until March 2008. When Mansfield assumed the Chairmanship of Staging Connections, the company’s share price was approximately $2.00 — it is now around $0.02.
The selection of Rick Allert as a director is less clear cut. The former accountant received widespread praise for AXA’s rejection of a takeover offer from French parent, AXA SA in 2004 (Allert was Chairman of AXA at the time). However, in hindsight, AXA shareholders may have been better advised recommending AXA SA’s $4.05 cash bid given the company’s current share price of $3.60. The AXA SA offer was never put to AXA shareholders.
Allert was also chairman of Coles Group when it rejected an all-cash offer from private equity form KKR which valued Coles at $15.25 per share. The Allert-led board then endorsed a later merger with Wesfarmers. It appears that Allert and the Coles board should have been more welcoming to KKR’s offers and accepted the $15.50 cash offer. For Coles shareholders who elected to receive Wesfarmers’ maximum cash offer (and retained their WES shares) the value they received from Wesfarmers for their former Coles shares is approximately $12.18 per share. Under the maximum share alternative, the value would be around $8.57 per share.
Allert was also Chairman of Southcorp when it undertook a $1.49 billion acquisition of Rosemount in 2001. Two years later, Southcorp was forced to write-off more than $240 million off the value of Rosemount and recorded a net loss of $923 million. (Allert’s period at the held of Southcorp appears to have been mysteriously removed from his CV).
Recently ABC Learning Centres chairman, David Ryan, had his reputation irrevocably damaged by his association with Eddie Groves former market darling. Ryan, was Chairman of ABC’s Audit Committee since 2003. During that time the company claimed profits of $43.5 million in 2005, $81.1 million in 2006 and $143.1 million in 2007 — those profits were non-existent. In actual fact, almost half of the company’s centers are losing money (before its collapse, ABC announced a $437 million loss for the 2008 financial year although the real loss is most likely far higher).
Ryan was also the Chairman of Transurban when it resolved to pay former CEO, Kim Edwards, a termination payment of $4 million and total remuneration of $16.6 million last year. Shortly after Edward’s departure, the company raised capital, reduced gearing and repudiated the flawed strategy of paying distributions from borrowings. Ryan was also previously CEO of Adsteam Marine when the company undertook an acquisition binge which allegedly “left its finances in a perilous state”, leading to write-downs and restructuring costs of almost $100 million.
Ken Moss, the former managing director of hardware chain, Howard Smith, has encountered difficulties in recent years, in his roles at Boral, GPT and NAB. Moss has been a director of Boral since 1999 and Chairman since 2000. In recent years, Boral shares have fallen from almost $10 to around $3, with the company recently announcing a further profit downgrade of 40%. Boral also suffered the ignominy of having its Remuneration Report rejected by shareholders last year after the company paid CEO, Rod Pearse, a fixed salary of $2.2 million and a $2.23 million cash bonus despite the company’s poor financial and share price performance. Moss also served on Boral’s Remuneration Committee which authorised the payments to Pearse.
Moss has also been a director GPT since 2000, during which time the property trust undertook a calamitous joint venture with Babcock & Brown and has seen its unit price fall from around $2.00 to $0.39. Moss was also on NAB’s audit committee when the company was involved in a $360 million foreign exchange scandal in 2003.