It is remarkable to think that in 12 years of remuneration voting in Australia, none of the big four banks have had their remuneration reports defeated or, since the two-strikes regime started in 2011, copped a “first strike” with an against vote exceeding 25% of ballots cast.
That all changed in Perth today, when the Commonwealth Bank received a remuneration strike and also became the first top 10 company to withdraw a pay resolution because of shareholder unrest.
The withdrawal of the incentive grant to CEO Ian Narev was announced to the ASX at 8.38am this morning, well ahead of the AGM, which commences at 9.30am in Perth (12.30pm AEST).
The CBA statement claimed that a majority of proxy votes supported the incentive grant but the protest was clearly huge, and it will be important that the exact figures are released to the market along with the other poll results.
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The Australian Shareholders’ Association has voted against dozens of big four remuneration reports over the years, but have rarely been backed up by the powerful proxy advisory firms or institutional investors who have made a fortune out of the big banks.
ASA is opposing CBA’s remuneration report and Narev’s LTI grant today and will be casting about $400 million worth of undirected proxies from more than 2000 shareholders against the resolution. (See more in this voting intentions report).
What has changed this year is that the global proxy advisory giant ISS and the local powerhouse Ownership Matters both advised their institutional clients to vote against CBA’s pay resolutions, albeit for different reasons.
A few years back, the ASA was perceived as being too negative and people like BHP Billiton chairman Jac Nasser would complain that the peak body for retail shareholders kept voting against their remuneration report despite regular mandates from shareholders above 95%.
It is true that ASA did vote against a large majority of remuneration reports in 2010 and 2011.
This view is not necessarily shared by everyone, but I reckon ASA needs to be the toughest critic in the market but not cry wolf too often. The worst outcome for ASA is supporting a resolution, particularly a remuneration report, where there is a strike with more than 25% against.
If the protest is on, ASA needs to be at the scene, teasing out the issues, leading the AGM debate, intelligently explaining what is wrong, feeding the media and pushing for reform. So far this season, ASA delivered a balanced performance, hitting bulls-eyes and taking on the right issues. Here’s how some of it has rolled out over the past six weeks:
AGL: remuneration strike — ASA were part of the 37% against vote.
Boral: remuneration strike — ASA were against.
Slater and Gordon: remuneration strike — ASA were against.
Super Retail: Slaters chairman John Skippen was forced off the board and ASA voted against.
At APA Group, ASA said it would only vote in favour of remuneration committee chair John Fletcher if the board committed to having a remuneration report vote at the 2017 AGM. Chair Len Bleasel delivered in his formal address to the AGM. Job done.
In terms of upcoming meetings, ASA will also be on the right side of Lend Lease suffering an historic rebuff this week when its proposed constitutional amendments go down at the Grand Hyatt in Melbourne on Friday. See why this defeat will occur in ASA’s Lend Lease voting intentions report.
Similarly, ASA has been tough on Cabcharge over the years and the board’s backflip on the retirement of taxi industry veteran Donn McMichael is expected to see him voted off by furious institutional investors upset at stalled reform by the old guard. This one is still in the works but it will be a very interesting AGM on November 24, not unlike 2014 when another insider Cabcharge director, Rodney Gilmour, was also voted off the board.
The Harvey Norman situation is quite remarkable with proxy adviser Ownership Matters recommending a vote against the accounts because of the failure to consolidate franchisees who in reality appear largely controlled by head office. This is a complicated issue, so ASA has gone in “undecided” on the accounts and will make a decision on the day after listening to the debate and asking questions of the auditor.
Finally, we’ve got the issue of this week’s two AGMs being chaired by Rupert Murdoch.
I’m flying out tomorrow morning, spending 15 hours on the ground in LA for the two separate 21st Century Fox and News Corp AGMs at Fox Studios, and then flying home that night to be out of the country for less than 48 hours.
As I am flying economy, it will hard work staying awake for a presentation to the Geelong citizen jury on Saturday afternoon.
* Stephen Mayne is a director of the Australian Shareholders’ Association and was not paid for this item.