Transcript of 2007 AWB AGM exchanges

Attendant: Chairman, I would like to reintroduce Stephen Mayne from Victoria.

Chairman, Brendan Stewart: Thank you. Mr Mayne.

Stephen Mayne: Now Chairman, I have to say, I am quite staggered just looking up at the Board here and picking up on the speaker a couple earlier. There has hardly been any change to the Board. The Board hasn't taken accountability for what has happened. If you compare the names up here, the length of their service with what happened at NAB, with their foreign exchange scandal, with what's happened at Hardie, those Boards took responsibility and many of them resigned. And you guys are sitting here, and you are firing executives with gay abandon. You have fired eight of them, you have brought the new CEO in, you have told the new CEO to embark on culture change, but there has been absolutely no culture change at the Board level. Just reading your annual address Chairman, you are reading about only AWB has been subjected to intense scrutiny. Well, only AWB paid $300 million. You will the world leader, you deserve that accountability and that scrutiny.

Chairman: I would ask you Mr Mayne to come to your question.

Stephen Mayne: This is general business. In general business, you can talk about the management and the operation of the company.

Chairman: Yes, you can. I would just ask you to come to the question.

Stephen Mayne: Ok. Well, I have two questions that I want to ask you. I guess the board question, I am just staggered that John Simpson has been there since 1998, he is chairman of the nomination committee. So the board committee that should be in charge of renewal has actually got someone who should have gone. Now surely you have got to get a clean skin, Tony Howarth or someone actually chairing the nomination committee, because no-one is going to walk the plank if they are culpable themselves.

Chairman: He is actually not chairman of the nomination committee. I am the chairman of the nomination committee. I am chairman of the nomination committee.

Stephen Mayne: There you go – even worse. He is on it as well. It is a general point. It is just staggering. This is the second annual meeting since the Cole thing happened and you are all still sitting there. And I know you are going to say that you are going to have renewal with this demerger but I am just staggered that you have had the front to all turn up after what has happened. My question is simple. It relates to the fact that we have spent almost $10 million this year, or we are going to, on legals relating to the Royal Commission. There has been all those huge payouts to those executives that we fired, Fuller $472,000 termination, Cooper $468,000, Lindberg $1.42 million...

Chairman: They are in the annual report, I am sure shareholders can read it.

Stephen Mayne: This is all termination payouts, lump sums. My question is if any of these gentlemen are actually charged because of the way they have conducted themselves, are we going to be funding their legal fees? What ongoing commitments do we have for any of these executives that we have fired? And I am surprised that you have made the payouts before the criminal charges question has been answered because surely a standard executive contract has a carve out about misconduct. And if someone has broken the law, they shouldn't be entitled to a one year termination payout because they have broken the law. So why have we made all these payments before that question is answered and how much are we further committed to bankrolling their legal defences? And where does it stop? Where does the criminality or the scale of the charges or whatever, reach a level at which our financial commitment to these executives, ceases?

Chairman: Thank you Mr Mayne. I am sure you will find it surprising to see that the Board actually agrees with you. The Board has obligations that it has to keep under the contracts of the specific individuals. It also has obligations under the Royal Commissions Act, which I mentioned before. You can't in fact deal with somebody unfairly on the basis that they have been a witness before a Royal Commission under the Royal Commissions Act. The executives that you talk about, none of them have been charged and are a long way from ever being found guilty. Now, if they are at the end of the day, then we will recover the costs that they have incurred through the company in relation to their legal defence. Also, if they are found guilty under a civil criminal act, which brings their breach of code of conduct within the organisation, we will also, as a Board, repatriate those costs back to the company.

So, we were and have been and will continue to be, in a very difficult situation. We have a shareholder expectation that people should be marched out the door without one cent, we have a legal obligation to those individuals, none of them have been charged, none of them have been brought before the courts. What we have at this stage is the findings of a Commission and those findings have either got to be pressed by the regulatory authorities of the Task Force that I talked about in my address. If they aren't, then so be it. Likewise with the company. The company has not been charged at this stage. There is a long process to go through, we will follow it, by the book and by the letter of the law. And we have to do that in the interests of you as shareholders. I will take a question from microphone number three.

Go here for a full chronological list of edited AGM transcripts available from the past decade of shareholder activism.

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