Underperforming and highly paid executives in corporate Australia will be breathing a temporary sigh of relief upon hearing of the resignation of Dean Paatsch from proxy adviser RiskMetrics, which last month was renamed ISS Governance. The move comes not long after RiskMetrics US-listed parent company was sold to MSCI Inc for $US1.55 billion.
Paatsch, who has been dubbed “the biggest king maker in Australian corporate governance” almost single-handedly created the proxy advisory industry in Australia (along with the lower profile CGI Glass Lewis). Paatsch was initially a corporate lawyer (at a predecessor firm of Norton Rose) before forming the Australian Institute of Superannuation Trustees. In 2001, Paatsch teamed with former Melbourne University professor Geof Stapledon to create Proxy Australia (which was later taken over by private equity-owned ISS and then RiskMetrics).
In a statement, ISS claimed that “after six years with ISS and its predecessor firms, [Paatsch’s] neighbours will be relieved that he is planning to finally finish rebuilding his front fence while he takes a career sabbatical. He will spend the forthcoming AGM season trying to swim 1000 very slow laps at the Brunswick Pool”.
Under Paatsch, RiskMetrics landed some almighty hits on corporate Australia and can take a large amount of credit for the slow turnaround in corporate governance practices locally. While it doesn’t directly dictate how clients vote, RiskMetrics provides information and recommendations to large institutional shareholders regarding all shareholder resolutions.
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In 2007, after extensive discussions with the Telstra board, RiskMetrics recommended that shareholders vote against the company’s remuneration report. That year, former Telstra CEO Sol Trujillo was paid $11.8 million and received 88% of his short-term bonus. Telstra had also altered the way Trujillo’s bonus was calculated (by removing an “expense hurdle”) and refused to disclose key metrics relating to Trujillo’s long-term remuneration to shareholders. RiskMetrics recommended that shareholders vote against the remuneration scheme and they did – in style. An unprecedented of 66% of Telstra shareholders rejected the company’s pay report, including the Future Fund, in a move which was dubbed by one commentator as “one of the most embarrassing blows in recent corporate history”. The following year, Telstra altered its remuneration structure, and the company’s remuneration report was approved by RiskMetrics and shareholders.
RiskMetrics was also instrumental in pointing out the corporate governance flaws associated with the “Macquarie Model”. Well before highly leveraged and large fee-paying satellites become a corporate persona non grata, RiskMetrics were warning investors of the perils of the Byzantine structures. Its ground-breaking research paper, Breaking up is Hard to Do cast investors’ attention on the massive fees being paid by satellites to their investment bank sponsors (such as and Babcock & Brown). The research highlighted the legally entrenched management agreements, which were never fully disclosed to shareholders. Not long after RiskMetrics’ damning criticism, most of the remaining satellites internalised their management.
RiskMetrics was also a lone dissenting voice during Allco’s related-party acquisition of property company Rubicon. The deal, which is believed to be a major catalyst for Allco’s collapse, enriched the directors of Rubicon, who also happened to be directors of Allco. Rubicon founder Gordon Fell collected almost $30 million in cash (which was used a few of days later to buy a Sydney-harbourside mansion) and David Coe collected more than $12 million cash.
The Rubicon acquisition was approved by the independent expert Grant Samuel and also by Allco’s high-profile independent directors Bob Mansfield, Rod Eddington and Barbara Ward, but was criticised by RiskMetrics. It was later revealed that Rubicon’s listed satellites were virtually insolvent at the time of the deal (a fact that was not revealed by Rubicon’s management). Less than six months after the Rubicon deal, Allco collapsed under a mountain of debt.
Paatsch’ high-profile corporate activism led to the charismatic former lawyer accumulating his share of detractors within corporate Australia. Chris Thomas, a partner in executive recruitment firm Egon Zehnder, attacked RiskMetrics and Paatsch in the Financial Review, accusing the adviser of issuing “an almost immediate to criticism related to the structure which the remuneration based”. Thomas’ claims and credibility were of muted effect after it was revealed that the highly paid recruiter didn’t bother to read any of RiskMetrics proxy advice or contact any client before making his claims. The fact that Thomas’ firm advised Telstra to employ Sol Trujillo also did little to reinforce his somewhat dubious credentials.
Another long-time critic of RiskMetrics and Paatsch was former insolvency practitioner and Melbourne establishment figure David Crawford. The high-profile company director accused proxy advisers of having “parallel with credit agencies, particularly with conflicts of interests”. Strangely, Crawford, a long-time director of Foster’s, was far less critical of “independent experts”, such as Lonergan Edwards, which infamously deemed Southcorp to have been worth between $4.57 and $4.80 per share before Foster’s ill-fated acquisition of the wine-maker, which has cost investors billions.
Management of ISS Governance/RiskMetrics will be assumed by Paatsch’s highly respected long-time deputy Martin Lawrence, who was responsible for much of the research underlying RiskMetrics recommendations and advice papers.
Adam Schwab is the author of Pigs at the Trough: Lessons from Australia’s Decade of Corporate Greed and previously consulted to RiskMetrics