A fair bit of corporate effort seems to be going in to purveying the “move along, not much to see here” line in advance of the Fairfax Media Annual General meeting at the Four Seasons Hotel in Sydney tomorrow.
The line is that the factional wars on the Board are over, or that the cracks have at least been papered over; that Roger Corbett will be chairman and that the three contenders for the board position — Steve Harris, Stephen Mayne and Gerard Noonan — will fail to get the required 50% of the shareholder vote in the teeth of a board recommendation against them.
But there is still the potential for the unexpected. To give just one example, former Keating Government Minister Chris Schacht is a small shareholder in Fairfax, and plans to attend the meeting and ask questions.
This morning he would not tell me the detail of what plans to ask, but in previous years when Schacht has attended the AGM he has had some toughies on issues of governance and board composition. We can expect at least a repeat performance.
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Schacht also plans to vote against the remuneration package for Fairfax directors, about which the Australian Council of Superannuation Investors has also had nasty things to say.
Schacht — whose shareholding is too tiny to swing any results — says he will be voting in favor of the three new contenders for the Board, because of his belief that there is a need for media experience. As for Corbett’s candidacy, he has not made up his mind, but says he has no objection to him as Chair providing there is solid media experience elsewhere on the board.
Another spanner in the works is the resignation of independent Director David Evans, following the calling of a foul by the industry regulator, the Australian Communications and Media Authority, over the fact that he is also director of Village Roadshow, and thus in breach of laws prohibiting one person from being on the board of two companies that control radio stations in the same market.
As reported previously, it seems to have taken both ACMA and the boards of the two companies concerned an inordinately long time to wake up to the longstanding problem. This, too, is a likely fertile topic for difficult questions along the lines of “what on earth were you thinking?”
So what of the three new contenders for the board? Do they have a chance?
Steve Harris, former editor in chief of both The Age and the Herald and Weekly Times, has run a low profile campaign, eschewing the opportunity to criticize the incumbents. While he has little chance of getting the requisite number of votes, he has kept his nose clean enough to leave open the possibility that he will be tapped on the shoulder for a post after the AGM, as part of the promised process of “orderly renewal”.
Evans’ resignation might increase his chances, since it will create not only another vacancy, but also a lack of Melbourne based directors. Harris ticks that box.
Gerard Noonan, journalist and former editor of the Australian Financial Review, has been more high profile in his campaign, launching his own website and Twitter presence. He has not hesitated to criticize the existing board in public, which will not endear him to them.
This morning Noonan told me he had been he had been promised the support of eight to 10 superannuation funds, but given that their shareholdings were often pooled and in the hands of fund managers, he was uncertain how that would translate. “All I can give is the weary political line that there is only one poll that matters on the day,” he said.
As for Stephen Mayne, Crikey founder and shareholder activist, nobody gives him much of a chance, and Mayne himself has endorsed Steve Harris as the “dream candidate”.
So the headlines may well be that Corbett is re-elected, but somehow I doubt the process will be painless.
Declaration: Both Harris and Noonan are on the Board of the recently established Foundation for Public Interest Journalism, of which I am the chair.