The Australian Financial Review speculated on Monday that Sir Rod Eddington, the doyen of Australian corporate boardrooms and infrastructure go-to man for Kevin Rudd and John Brumby, will not assume the chairmanship of ANZ Bank next year as anointed. Eddington had been deemed chairman-elect to succeed long-serving ANZ boss, Charles Goode, who was expected to finally retire in 2010.
The pre-emptive move by Teflon Rod comes as APRA has begun assessing whether Eddington was a “fit and proper person” to serve as a bank director and ASIC continues to probe several controversial transactions which occurred at the Allco Finance Group. The ASIC investigation relates to the time when Eddington served as an independent non-executive director at Allco while the company undertook the controversial related party acquisition of Rubicon (a company associated with Allco directors, Gordon Fell and David Coe).
The sale of Rubicon to Allco netted Fell more than $28 million cash, while Coe collected almost $13 million. In addition to the Rubicon acquisition, Allco directors, including Eddington, approved of the provision of a $50 million line-of-credit to the Allco Principals Trust. The Allco Principals Trust has been partly owned by Allco management, including Coe, who held 28 per cent stake. The Trust held an interest in the Allco headstock.
The Allco debacle has already led to the resignation of former AFG CEO, David Clarke, from the board of AMP, while non-independent director, Barbara Ward, suffered a major backlash last year when she sought appointment to the board of Qantas. A near-record 42% of shareholders voted against Ward’s election to the Qantas board, largely on the basis of her involvement at Allco. Eddington himself suffered an ‘against’ vote of more than 35% at Rio Tinto, with the vast majority of Australian proxies voting against his re-election (only 45 million out of 134 million Rio Tinto Limited proxies were cast in favour of Eddington’s re-election).
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The likely decision to walk away from the ANZ chairmanship, one of the most sought-after boardroom roles, may signal the end for Eddington. A torrid tenure as a non-executive director of Rio Tinto, the Allco debacle (which could still lead to charges being laid by ASIC) and questions over his time as an executive at Ansett and British Airways may just mean that the teflon has finally been scratched.
Meanwhile, the director’s club has taken aim at possible legislative attempts to restrict executive remuneration. At the public hearing of the Productivity Commission Review of executive pay, Australian Institute of Company Directors boss, John Colvin stated that “heavy-handed regulation is not the way forwards here, even light-handed regulation is not the way forward.” Colvin then defended the clubby nature of Australian corporate boardrooms, claiming that “being on the BHP board is like being on the Australian cricket team; if that’s a club — so be it.”
We can think of a few differences between being a company director and an Australian cricketer. Most notably, cricketers can be dropped for poor form (or if you ask Brad Hodge, good form), while it is nigh impossible to rid oneself of a poorly performed director (as Rod Eddington, Barbara Ward and David Ryan have proved). There is also the small matter of directors being fiduciaries and being legally required to represent the interests of shareholders and the company, which is slightly different to sportspeople, whose primary obligation is to be successful in their own career and to further the performance of their side.