Naming and shaming the platform censors
January 12, 2023
Here is a list of companies which have censored Stephen Mayne's submitted platform during a contested board election since 2000.
KOGAN 2020
Whilst this requested platform was published in full (see page 10 of 40 page notice of meeting), the company refused to snail mail it to any shareholders, abusing the COVID relief measures offered up by then Treasurer Josh Frydenberg and ASIC:
"Stephen Mayne, 51. BCom (Melb). GAICD. Stephen is a Walkley Award-winning
business journalist and Australia's leading retail shareholder advocate.
He founded the digital business www.crikey.com.au, Australia's best known
independent journalism ezine, in 2000 before successfully selling it in 2005
and remains a regular contributor to this day. He publishes the corporate
governance ezine www.maynereport.com
and also writes a weekly column on ESG issues and capital raisings for Alan
Kohler's Eureka Report investor
newsletter.
His governance experience includes 4 years as a City
of Manningham councillor in Melbourne's eastern suburbs, a 4 year term
(2012-2016) as a City of Melbourne councillor and 5 years on the Australian
Shareholders' Association board.
Stephen nominated for the Kogan board out of concern
over the following three issues:
1. The proposed issue of 6 million
options at $6 to the two executive directors when they are currently around $90
million in the money and both founders have been recently selling down their
holding.
2. The unfair scaling back of $115
million in retail applications for the 2020 SPP to a collective allocation for
the 13,000 retail shareholders of just $20 million when institutions were
allocated an excessive $100 million in the earlier placement.
3. The lack of a clear majority
of independent directors who will prioritise capital raising allocations to
retail shareholder and also resist inappropriate incentive allocations to the
executive directors.
COCHLEAR 2020, the chairman at the time was former ASX chairman Rick Holliday-Smith
Whilst this platform was published in full on page 8 of the notice of meeting, the board declined to send a printed copy of the notice of meeting to any shareholders, abusing the COVID exemption granted by then Treasurer Josh Frydenberg and ASIC:
"Stephen Mayne, 51. BCom (Melb). GAICD. Stephen is a Walkley Award-winning
business journalist who has worked for a range of newspapers, including The
AFR and The Age along with
5 years experience in the 1990s as business editor of the Herald Sun and
The Daily Telegraph. He is also Australia's leading retail shareholder
advocate and spent three years with the Australian Shareholders' Association
from 2011 until 2014, serving as a director and then later as official spokesperson
and Policy and Engagement Co-ordinator, plus another 3 year term as a volunteer
ASA director from 2016-2019.
Stephen founded the digital business www.crikey.com.au, Australia's best known
independent ezine, in 2000 before successfully selling it in 2005 and remains a
regular contributor to this day. He publishes the corporate governance ezine www.maynereport.com and also writes a
weekly column on ESG issues and capital raisings for Alan Kohler's Eureka Report investor newsletter.
His governance experience includes an 18 month
period in politics working as a press secretary for Victoria's Kennett
Government in the 1990s, 2 year as a director of an aged care business with $10
million in revenues, 4 years as a City of Manningham councillor in Melbourne's
eastern suburbs and a 4 year term (2012-2016) as a City of Melbourne councillor
where he chaired the Finance and Governance Committee and was deputy chair of
the Planning Committee. He currently has the time and experience to serve
constructively as a non-executive director of Cochlear and, if elected, would
bring independence to the board, along with a retail shareholder perspective
garnered from running the world's biggest small share portfolio (more than 500
holdings worth less than $40,000), asking questions at more than 400 AGMs and
participating in more than 300 capital raisings.
In terms of specific Cochlear-related issues, Mr
Mayne believes the board demonstrated a lack of respect for retail shareholders
with the structuring of this year's $1.1 billion capital raising with an
over-sized $880 million discounted institutional placement and then an
under-sized Share Purchase Plan (SPP) which was initially capped at $50 million
and then expanded to $220 million after receiving $417 million in applications.
Rather than refunding $197 million, the board should have accepted all SPP
applications but this still would have diluted the 55% of retail shareholders
who didn't even attempt to participate in the unfairly capped SPP.
The board showed a lack of respect for retail
shareholders by allocating $300 million worth of placement shares to a single
London-based fund, Veritas Asset Management, which was more than the $220 million
worth of shares allocated to the 16,651 retail shareholders who applied for
stock through the SPP.
AFIC 2013, the chairman at the time was Bruce Teele
Disappointing censorship of platform
Here is the part which the board censored explaining the reasons for the tilt:
Stephen was concerned when AFIC voted its Westfield Group shares in favour of the remuneration report at the 2013 AGM, even though 3 members of the Lowy family on the board were paid a combined salary of almost $20 million in 2012. He believes AFIC needs to a take a stronger line on governance issues and excessive remuneration at public companies. If elected to the AFIC board, Stephen says he will strongly advocate for Australia's biggest listed investment company to adopt best practice by publically disclosing its voting decisions across its portfolio of stocks. He will also continue to advocate for renewal of the boards across the AFIC stable of listed funds to encourage the replacement of certain directors with chequered records as chairs and CEOs of other ASX listed companies.
WOOLWORTHS IN 2010 which was chaired at the time by the late James Strong
What appeared:
The
following statement is based on information provided by Mr Mayne with
his nomination. The biographical details have not been verified
independently by Woolworths.
Stephen Mayne is a Walkley Award
winning business journalist, an elected local government councillor in
the City of Manningham and a professional shareholder advocate who
publishes the corporate governence ezine www.maynereport.com. Mr
Mayne has stated that he is standing on a platform that Woolworths
divests its gambling interests or, in the alternative, publicly pledge to
implement a system of compulsory, non-transferable and binding
pre-commitment for gamblers. Age 41.
What we submitted:
Stephen
Mayne, age 41. Bcom (Melb). Stephen Mayne is a Walkley award winning
business journalist, an elected local government councillor in the City
of Manningham and a professional shareholder advocate, who publishes
the corporate governance ezine www.maynereport.com.
Mr Mayne believes
Woolworths needs more directors in tune with the global focus on
corporate social responsibility. In particular, Mr Mayne is concerned
about potential damage to the Woolworths brand and franchise from its
operation of more than 12,000 pokies at its pubs and clubs through the
ALH joint venture with Bruce Mathieson. Woolworths is the only major
retailer in the world to have built such a large gambling business and
Australians lose more per capita gambling than any other citizens. Mr
Mayne believes Woolworths should exit the pokies business or, at the
very least, manage its 12,000 pokies in a sustainable and responsible
manner.
In addition to the harm sustained by the Australian community
from more than $10 billion lost each year on the pokies, existing
practices have resulted in an increase in crime both as a result of
pokie gambling and upon gamblers themselves. There is also a reported
government investigation into management practices at the
Woolworths-controlled Richmond Tavern and Aces Sporting Club relating to
a defunct basketball and social clubs.
The company's junior pokies
partner, Mr Mathieson, is also reportedly able to grant pokie licenses
in favour of his preferred football club. Woolworths must show
leadership, without waiting for prescriptive legislation from the
Federal Government, by embracing full pre-commitment as detailed in the
final report of the Productivity Commission. This is paragraph 7.5 of
the agreement between MP Andrew Wilkie and Prime Minister Julia Gillard.
This leadership can be demonstrated by publicly pledging to implement a
system of compulsory, non-transferable and binding pre-commitment for
gamblers in its associated pokies venues. While such a pledge would
reduce Woolworths' gambling income derived from addicted gamblers, if
not undertaken, Woolworths risks significant damage to shareholder and
brand equity. Ultimately, in this era of greater corporate social
responsibility, it also risks being unfavourably screened by
professional investors who are signatories to the United Nations
Principles for Responsible Investment.
TEN NETWORK IN 2009 which has Nick Falloon as executive chairman at the time
What appeared:
Mr Mayne is a Walkley Award winning business journalist, professional shareholder advocate and an elected councillor for the City of Manningham. He publishes the corporate governance ezine www.maynereport.com. Mr Mayne is standing for the board on the single issue platform that the company offer its retail shareholders a share purchase plan at $1.15 a share.
What we submitted:
Mr Mayne is standing for the board on the single issue platform that Ten Network Holdings Ltd (TNHL) offer its 22,000 retail shareholders a share purchase plan at $1.15 a share – the same price paid by institutions in the selective $138 million placement completed in August 2009. TNHL is one of only three ASX150 companies over the past two years to have raised capital selectively from institutions without offering its retail shareholders any opportunity to increase their investment. The other two are Perth-based mining houses Fortescue Metals and Paladin Resources. With CanWest now gone from the TNHL register there is no excuse for the company not to follow the lead of top 50 companies such as Macquarie Group, ANZ, NAB, Qantas, Lend Lease, Westpac, Crown, CSL, Newcrest, Sonic Healthcare, Tabcorp, Lend Lease, Asciano, AMP, Axa and IAG which all offered retail investors a share purchase plan after a selective institutional placement on the same terms.
By refusing to do an SPP, the TNHL directors have consciously diluted their retail shareholders as a class to the tune of many millions of dollars. Such treatment, especially in the wake of repeated correspondence on this matter, makes it appropriate for retail investors to now appoint a new director to more vigorously represent and protect their interests.
TELSTRA IN 2006, which was chaired by Donald McGauchie at the time
What we submitted
Stephen
Mayne, age 37. Bcom (Melb). Stephen Mayne is a Walkley Award-winning
business journalist and Australia's leading retail corporate governance
campaigner. He founded www.crikey.com.au,
Australia's best known independent ezine, and is also a co-founder of
People Power, a new political party which campaigns for greater
accountability in public life. Stephen is standing on a platform that
the Telstra board adopt a less combative approach with government and
regulators. However, he also passionately believes that the government
should not vote its controlling interest in Telstra on every director
election, giving it effective control over 100% of the board.
What appeared
Stephen
Mayne, age 37. Bcom (Melb). Stephen Mayne is a Walkley Award-winning
business journalist and Australia's leading retail corporate governance
campaigner. He founded www.crikey.com.au,
Australia's best known independent ezine, and is also a co-founder of
People Power, a new political party which campaigns for greater
accountability in public life.
NEWS CORPORATION IN 2002 which has Rupert Murdoch as executive chair at the time
What we proposed
"Stephen Mayne, age 33. Bcom (Melb). Stephen is the publisher of
www.crikey.com.au and has been a business journalist for 13 years with a
range of Australian papers. He won the Walkley Award for business
journalism in 1999 for a 16-part series from the perspective of an
active shareholder when he was business editor of News Corp's "The Daily
Telegraph" in Sydney. Stephen worked for News Corporation newspapers
for 7 years as a business reporter, business editor and chief of staff.
He believes the company needs an experienced journalist on its board to
complement the strong business focus of the existing directors and to
promote the concept of editorial independence from the company's
commercial operations. As a campaigner for good corporate governance,
Stephen also believes a third independent Australian-based director
would be good for the company."
What appeared
Absolutely nothing
Mayne Report comment: the worst censorship we've experienced in 54 contested elections.
COMMONWEALTH BANK IN 2000
What we proposed
"Stephen
Mayne, age 31. Bcom (Melb). Stephen is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with range of Australian papers. He won the
Walkley Award for business journalism last year for a series on
shareholder activism. As a campaigner for shareholder rights Stephen
believes the Commonwealth Bank should take a far more active stance as a
fund manager to create a greater culture of shareholder pressure in
Australia. Stephen also believes that Colonial State Bank should
terminate its cash for comment relationship with John Laws."
What appeared
"Stephen
Mayne, age 31. Bcom (Melb). Stephen is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with range of Australian papers. He won the
Walkley Award for business journalism last year for a series on
shareholder activism. As a campaigner for shareholder rights Stephen
believes the Commonwealth Bank should take a far more active stance as a
fund manager to create a greater culture of shareholder pressure in
Australia."
Mayne Report comment: The naughty bankers
were clearly sensitive about cash for comment as they edited that bit
out firstly on the basis that their deal was actually with Alan Jones
and secondly because they argued that it was not strictly a "cash for
comment" relationship that Colonial has with Jones and the Australian
Bankers' Association had with Laws.
DAVID JONES IN 2000
What we proposed
"Stephen
D.Mayne, age 31. Bcom (Melb). Stephen is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with range of Australian papers including the
Daily Telegraph, The Age, The Herald Sun and the Australian Financial
Review. He won the Walkley Award for business journalism last year for a
series in the Daily Telegraph from the perspective of an active
shareholder. Mr Mayne is a David Jones shareholder who believes all
shareholders should be entitled to the same 35 per cent shopping
discount entitlement that the current David Jones directors enjoy. Given
the poor financial performance of David Jones since it listed, he also
believes the board needs some fresh ideas."
What appeared
"Stephen
D.Mayne, age 31. Bcom (Melb). Stephen is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with range of Australian papers including the
Daily Telegraph, The Age, The Herald Sun and the Australian Financial
Review. He won the Walkley Award for business journalism last year for a
series in the Daily Telegraph from the perspective of an active
shareholder. Mr Mayne is a David Jones shareholder.
Mayne Report comment: The
board was put in a pretty awkward spot and will need some good advice
on how to handle the issue of directors discounts at the AGM. That said,
they should have communicated their intention to censor the platform.
Instead, the company secretary rang just before the deadline to offer me
some more space because the other directors were adding additional
information. I said I was happy with what was sent in and presumed it
would be getting published in full. More fool me.
NRMA IN 2000
What we proposed
"Stephen
D. Mayne, age 31. BCom (Melb). Mr Mayne is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with the papers including The Australian
Financial Review, The Age, The Herald Sun and the The Daily Telegraph
where he was both business editor and chief of staff. In 1999 he won the
Walkley Award for business journalism for a series on shareholder
activism. Mr Mayne believes the NRMA should become a more activist fund
manager in order to create a greater culture of shareholder pressure in
Australia. Mr Mayne also believes the ongoing commercial relationship
between the NRMA and broadcaster John Laws is inappropriate and should
be terminated immediately."
What appeared
"Stephen D. Mayne has nominated himself for election as a director. Mr
Mayne, aged 31, holds a Bachelor of Commerce degree from the University
of Melbourne. Mr Mayne is the publisher of www.crikey.com.au and
www.shareowner.com.au and has been a business journalist for 11 years
with the papers including The Australian Financial Review, The Age, The
Herald Sun and the The Daily Telegraph where he was both business editor
and chief of staff. In 1999 he won the Walkley Award for business
journalism for a series on shareholder activism. Mr Mayne believes the
NRMA should become a more activist fund manager in order to create a
greater culture of shareholder pressure in Australia. "
Mayne Report comment:
The message came back that the board regarded the cash for comment
aspect of the platform as defamatory. What a load of bunkum. It is
embarrassing but hardly defamatory to claim the arrangement is
inappropriate. The ABA said much worse about it. This is all about not
admitting a grubby cash for comment deal to its 1.6 million
shareholders. Then again, they might not have been shareholders if
Lawsie had been sponsored by forces opposed to the demutualisation.
TELSTRA IN 2000
What we submitted
"Stephen
Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with a range of Australian papers. He won the
Walkley Award for business journalism last year for a series on
shareholder activism in The Daily Telegraph. Mr Mayne worked for the
former Victorian Premier Jeff Kennett as a press secretary for 18 months
and would bring an understanding of the internet, content, media and
government to the Telstra board. He is offering himself as an
alternative to Mr Steve Vizard who, in Mr Mayne's opinion, has some
conflicting external commercial relationships through Sportsview.com,
MultiEmedia.com Ltd and Virtual Communities that make him unsuitable to
continue as a Telstra director."
What appeared
"Stephen Mayne BCom (Melb)
Publisher
of www.crikey.com.au and www.shareowner.com.au and a business
journalist for 11 years with a range of Australian papers. He won the
Walkley Award for business journalism last year for a series on
shareholder activism in The Daily Telegraph. Mr Mayne worked for the
former Victorian Premier Jeff Kennett as a press secretary for 18
months. Mr Mayne believes he would bring an understanding of the
internet, content, media and government to the Telstra board."
Mayne Report comment: Telstra
contacted us before Steve Vizard resigned saying that no director would
be allowed to comment on another director in the nomination so the
Vizard criticisms were out. Obviously this was disappointing as the
entire platform was based around exposing Vizard's conflicts but it
ended happily when the comedian did the decent thing and resigned. Thus
the embarrassment of having to make the government vote him on in the
face of obvious conflicts was avoided. No complaints with the rest as it
is word for word, besides some tidying up. My bald statement of what I
would bring was sensibly preceded with a "My Mayne believes". It is
interesting that the five outsiders all have longer biogs than the three
impressive government-picked newcomers, Sam Chisholm, John Fletcher and
Catherine Livingstone.
WESTFIELD HOLDINGS IN 2000
What we submitted
"Stephen
Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of
www.crikey.com.au and www.shareowner.com.au and has been a business
journalist for 11 years with a range of Australian papers. He won the
Walkley Award for business journalism last year for a series on
shareholder activism in The Daily Telegraph. Mr Mayne is a unitholder in
Westfield Trust and believes it needs an independent board from
Westfield Holdings. There are presently more than $4 billion worth of
development contracts between the two entities yet the Trust does not
have any independent directors and shares in Holdings have risen more
than 20-fold over the past decade whereas Trust units have barely
doubled."
What appeared
Not much at all.
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