One of Australia’s most controversial and highly paid chief executives, Mark Rowsthorn, has left his role heading transport company Asciano. Respected Asciano chairman Malcolm Broomhead refused to confirm whether Rowsthorn’s departure was voluntary or forced, but appeared delighted to announce Rowsthorn’s replacement, former DHL Express chief John Mullen.

The move comes less than a year after Asciano agreed to pay Rowsthorn what appears to have been a highly prescient $900,000 “retention bonus”, which actually removed the former CEO’s rights to a more generous termination payout. It’s the end of a tumultuous era at Asciano.

The company was formed in 2007 after Rowsthorn allegedly fell out with former Toll Holdings CEO Paul Little. Little, along with Rowsthorn’s father, Peter Rowsthorn, had purchased Toll from mining company Peko Wallsend by way of a leveraged buy-out in 1986 for only $1.5 million. In less than two decades, under Little’s stewardship (and with a series of well-timed acquisitions) Toll would reach a market capitalisation of more than $13 billion.

But things were not all well. Mark Rowsthorn, who was appointed a director of Toll Holdings when barely 33, was repeatedly looked over by Little when he sought to assume the reins at Toll. Eventually, by 2006, after a bitter takeover of Patrick Stevedoring drew the ire of the ACCC, Little and Rowsthorn came to what appeared to be an amiable settlement.

Instead of merely selling the more controversial assets picked up in the Patrick acquisition as demanded by the ACCC, Toll announced that it would split into two separate companies — a “new” Toll, which would own the logistics business and a stake in airline Virgin Blue, and Asciano, which would own most of Patrick’s port and rail assets. The kicker — Rowsthorn would assume control of Asciano and finally no longer answer to Little.

Sadly for Rowsthorn (and Toll shareholders who held onto their Asciano shares), the infrastructure company was saddled with almost $5 billion in debt. While this may not have been a problem during the go-go 2000s, when debt was cheap and plentiful, with the onset of the global financial crisis became a nightmare for Asciano.

Asciano’s problems weren’t helped by bad management. For reasons that remain a mystery, Rowsthorn, along with Asciano’s hapless four-man board (chaired by 38-year-old Tim Poole), attempted a hostile takeover of Brambles, a company three times its size. The ill-fated foray would cost Asciano shareholders more than $110 million and Rowsthorn a great deal of credibility.

After the Brambles debacle, Asciano’s share price fell precipitously — from a high of more than $11.64 to a low of only 60 cents. Along the way Rowsthorn infuriated shareholders by rejecting an indicative offer from private equity firms GIP and TPG, which would have valued the business at $4.40 per share. Not long after dismissing the offer, Rowsthorn led Asciano into a dilutive capital raising at $1.10 per share. As part of the raising, UBS, the investment bank that advised on the deal, undertook a special private book-build for Rowsthorn, allowing him to make a profit of tens of millions of dollars. (Asciano’s long-suffering retail shareholders were not afforded such privileges).

Despite Asciano’s terrible sharemarket performance, Rowsthorn was one of the highest paid executives in Australia. In 2008, Rowsthorn reluctantly agreed to repay $750,000 from his next year’s bonus after shareholders threatened to vote against the company’s remuneration report, which had awarded Rowsthorn remuneration of more than $3 million. The following year, after Asciano reported another huge $244 million loss, Rowsthorn actually received an increased performance bonus of $1.5 million. (Rowsthorn’s bonuses were paid on the basis of EBITDA, which conveniently ignored any “extraordinary” losses suffered by Asciano.)

In 2010, after Asciano announced a record $1 billion loss, Rowsthorn received yet another bonus, this time almost $2 million.

Broomhead was cautious in his praise for Rowsthorn, noting in the company’s official release only that the former CEO had “lived and breathed Asciano for four years and was a key part of the Toll Group before the separation to form Asciano”.

Rowsthorn collects a $1.8 million severance payment, which will add to his inherited wealth of about $500 million.

In a testament to the market’s view of Rowsthorn, Asciano shares shot up by almost 3% on the news of his removal as CEO.

*Adam Schwab is the author of Pigs at the Trough: Lessons from Australia’s Decade of Corporate Greed, featuring Toll and Asciano

Peter Fray

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