Which elderly billionaire chairman of an ASX-listed company should most readily retire?

You could certainly make a case for Rupert Murdoch, Solly Lew, Frank Lowy or Kerry Stokes, but right now it is impossible to go past 77-year-old Gerry Harvey as the man who really should bow out of public company life.

Look no further than this recent story on ABC television’s The Business, featuring a doorstop interview with Harvey by reporter Andrew Robertson. Asked if his friendly franchisees would be able to pay back the $1 billion they owe Harvey Norman, the feisty billionaire boldly declared: “I’ll repay it.”

Jeepers, here you have the controlling shareholder and executive chairman of Harvey Norman going on television to effectively personally guarantee loans owed by hundreds of battling franchisees.

With comments like that, is it any wonder the short position at Harvey Norman is now up to 8% of issued capital, which is worth about $350 million based on Friday’s closing price of $4.53?

The AFR’s Neil Chenoweth has led the charge against Harvey Norman’s accounting practices over the past few months, but he has received very little back-up from News Corp newspapers.

Indeed, AFR Rear Window columnist Joe Aston today accused The Australian of providing “stenography services” to its biggest advertiser, presumably a reference to this recent storyquoting Harvey ranting at length but not ventilating the case against him.

Gerry Harvey has personally known Rupert Murdoch for decades and was a guest at Catalina in Sydney when the entire News Corp board hosted a power-packed lunch in August 2015.

Like Rupert, Gerry Harvey doesn’t take well to criticism.

A mildly critical AAP story didn’t last very long on The Australian’s website last month, suggesting that a successful complaint might have been lodged with News Corp management at the time.

The Australian Shareholders’ Association has also faced a swingeing attack from Harvey, and even analysts are now suffering, as he cancelled the traditional half-yearly conference call with investors in February.

Substantial governance reform is clearly long overdue at Harvey Norman.

An independent chairman needs to be appointed, along with at least three new qualified and respected independent directors. No other ASX200 company has gone more than a decade without appointing a new director.

ASIC and auditor Ernst & Young, with a new signing audit partner on board this year, should also be insisting on meaningful accounting reforms in the 2016-17 Harvey Norman accounts, particularly consolidation of all franchise operations and some visibility into the property portfolio, which the directors claim is worth $2.6 billion.

The 2016 annual report discloses that Harvey Norman has 14,045 shareholders. Their executive chairman has personally profited from their passivity in the past when he under-wrote a heavily discounted entitlement offer in December 2014 and scooped up a $3 million windfall from non-participants.

Whilst many institutions have abandoned Harvey Norman, it remains a popular stock with retail investors because it pays a healthy fully franked dividend. The stock goes ex a 14c dividend on Wednesday, which will be paid on May 2, when Harvey will personally receive a payment worth about $47 million.

However, it remains to be seen how long such healthy dividends can be paid, especially with JB Hi-Fi winning out in the field and Amazon now coming to Australia.

Gerry Harvey has spent $28 million supporting the shares in recent weeks as he stares down short sellers and offsets the negative sentiment around selling by other executive directors.

However, unless he is prepared to embrace modern accounting and governance standards, perhaps he should really put his money where his mouth is and privatise Harvey Norman with a bid pitched at $5 a share.

Then he really would effectively be standing behind the $1 billion owed by his franchisees to Harvey Norman.

Unfortunately, Harvey might not have the $3 billion-plus required to fund such a bid, so the saga of his appallingly governed listed vehicle will just roll on.

With his compliant directors remaining silent, reform will need to be driven by ASIC, auditor Ernst & Young, independent shareholders, proxy advisors and the media.

This is shaping up as the most significant governance battle of 2017 and just as it did with Coles Myer and Yannon 20 years ago, the News Corp newspapers needs to property join the debate.

Terry McCrann wrote more than 50 columns about Yannon. He’s yet to write anything about Harvey Norman. Over to you, Terry.

* Stephen Mayne is a Harvey Norman shareholder and a director of the Australian Shareholders’ Association. These views are his own.

Peter Fray

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