Dear Mayne Report subscribers and a few extras,

in today's edition we've got a great scoop about a major structural change unfolding at National Australia Bank, some more on our Alumina board tilt, a brickbat for those governance-challenged clowns at AWB and the unveiling of our complete archive of the 228 shareholder meeting we've asked questions at over the past decade.

Do ya best, Stephen Mayne

* The Mayne Report is a multi-media governance website published by Stephen Mayne with occasional email editions. To unsubscribe from the emails click here.

Reliable sources have told The Mayne Report that National Australia Bank has an executive team working on a proposal to follow Macquarie Bank's lead and establish a non-operating holding company structure.

The formal confirmation is expected around March-April but chairman Michael Chaney could well flag the review at the AGM in Perth on February 7. Yes, NAB is following ANZ to Perth and hasn't held an AGM in Melbourne since 2005 when former CEO Nobby Clark went the knuckle over Ahmed Fahour's excessive pay packet.

With APRA still going through its hairy-chested rebound after being asleep during the HIH collapse and the global credit crisis likely to trigger stronger capital adequacy requirements for banks around the world, the non-operating holding company structure will enable banks to ring-fence specific operations within regulatory constraints.

The Rudd Government and the banks are likely to have a far more adversarial relationship - witness today's AFR front page story about regulatory action on home loan refinancing fees - so putting as much of the global business outside regulatory review will be of strategic importance to the banks.

APRA was all over Macquarie Bank during its $150 billion-plus global infrastructure spree over the past seven years, which is partly why they restructured to put its various funds beyond APRA's reach on issues like capital adequacy.

The Commonwealth Bank also revealed it was examining such a move in the documents supporting its recent takeover of IWL.

Knowing the way our Big Four bank cartel follow each other's moves, don't be surprised if all of them have completed similar restructures before the next Federal election.

Having a raft of wholly-owned subsidiaries underneath a holding company could also help them get around rationalisation barriers such as the Four Pillars policy taken. For instance, ANZ and NAB could merge their Australian retail subsidiaries whilst keeping the rest of their businesses - such as New Zealand, funds management and the various international operations - separate.

Labor versus the banks is going to be one of the most interesting battles in the coming months and the cartel will have "offshoring" - whether through services or ultimately even the head office - as their biggest card to play.

Last Wednesday's night's subscriber-only edition flagging an Alumina board tilt at the AGM in April proved timely given the board released this profit warning the following morning.

An overpaid and underworked board which has just delivered a profit downgrade and has a wide open share register should make for an interesting contested election.

Two new substantial shareholders have just emerged so the big four are as follows:

NWQ Investment Management: 8.7%
Merrill Lynch: 6%
Schroders: 6%
Maple Brown Abbott: 5.02%

I'll be calling on all them seeking support for some long overdue change at Alumina, which is arguably now the epi-centre of climate change scepticism amongst Australia's blue-chip public companies.

No-one has mounted a serious argument against making the sending of printed annual reports to shareholders of listed companies voluntary, but the perenially governance-challenged agri-business AWB has provided a good example of the pitfalls of this move.

After a few more purchases this morning, my portfolio is now up to almost 550 stocks and whenever asked, I always request a printed copy of the annual report because they are just too hard to read online.

However, the new laws applicable from July 1 last year didn't mandate shareholders being asked and the dodgy companies have simply stopped sending them to all retail shareholders.

AWB is proposing a major recasting of its constitution at the AGM in Melbourne on February 12, but they've only sent us B class shareholders the notice of meeting, not the annual report.

When you consider that the proposal entails the 9 A class farmer directors getting dumped, it would be useful to receive the annual report to be able to read about their biographies, shareholdings, attendance records and the like.

I suspect the company is acutely embarrassed that four dim-witted farmer directors who were there right through the $300 million Iraqi bribes scandal are still pocketing board fees.

Check out this Crikey report after last year's annual meeting when these clowns were named and shamed in front of 300 shareholders.

We're still putting the finishing touches to it but you can now see a complete chronological account of the shareholder meetings we've asked questions at, plus the reports this has generated, since it all began back in October 1998.

This is primarily being done for researching a book that will come out in early 2009 but it is also a very useful reference base when you consider that we've just had our biggest year with 51 AGMs and the current tally is 228. I suspect it will finish at about 235 once the memories of those mad early days are sorted out and the plan is to develop a run-rate of about 50 meetings a year.

Anyway, here is the archive as it presently stands:

2007: 51 AGMs
2006: 22 AGMs
2005: 12 AGMs
2004: just Rupert's farewell from Australia
2003: 15 AGMs
2002: 17 AGMs
2001: 27 AGMs
2000: 44 AGMs and 10 board tilts after Crikey launch in February
1999: 15 AGMs with jeffed.com
1998: 22 AGMs for The Daily Telegraph series

The board tilts tally is not quite so overwhelming and you can see a full list of 30-odd campaigns here.

Do ya best, Stephen Mayne