Skilled EGM, Mark Burrows campaign and our oldest directors
February 2, 2010
Dear Mayne Report subscribers,
we had this lively exchange with the Skilled Engineering board at yesterday's EGM approving a recent $75 million placement to insitutional investors and the family of controlling shareholder and CEO Greg Hargrave.
I made a strong case that - similar to the Gunns and Becton exchanges you can find here - any institutional placement should always be followed with a $5000 share purchase plan for small investors.
Shareholders were taken through this complete list of the 2007 SPPs - including our shame file which now includes Skilled - and the protest received quite strong support from the floor. Let's hope the market gets the message and we don't have to hound any other directors shunning us retail punters.
Our most interesting story today involves the arguments behind our planned tilt at the Fairfax Media board in 2008 if the hopelessly conflicted deputy chairman Mark Burrowes isn't quickly shown the door. It's a reply of what worked against Steve Vizard at Telstra in 2000.
We've also got more on the 50 most successful Australians in business offshore and a new list tracking our oldest public company directors.
It hasn't been firmed up yet but someone sent through an email late tonight claiming that former Woolworths CEO Roger Corbett is launching this year's Red Shield appeal for The Salvos. Have they forgotten the misery caused by Woolworths and its 11,000 poker machines?
Finally, if you missed the regular spot with Lindy Burns on 774 ABC Melbourne yesterday, the edited down audio file is available here.
Do ya best and enjoy the full edition, 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.
we had this lively exchange with the Skilled Engineering board at yesterday's EGM approving a recent $75 million placement to insitutional investors and the family of controlling shareholder and CEO Greg Hargrave.
I made a strong case that - similar to the Gunns and Becton exchanges you can find here - any institutional placement should always be followed with a $5000 share purchase plan for small investors.
Shareholders were taken through this complete list of the 2007 SPPs - including our shame file which now includes Skilled - and the protest received quite strong support from the floor. Let's hope the market gets the message and we don't have to hound any other directors shunning us retail punters.
Our most interesting story today involves the arguments behind our planned tilt at the Fairfax Media board in 2008 if the hopelessly conflicted deputy chairman Mark Burrowes isn't quickly shown the door. It's a reply of what worked against Steve Vizard at Telstra in 2000.
We've also got more on the 50 most successful Australians in business offshore and a new list tracking our oldest public company directors.
It hasn't been firmed up yet but someone sent through an email late tonight claiming that former Woolworths CEO Roger Corbett is launching this year's Red Shield appeal for The Salvos. Have they forgotten the misery caused by Woolworths and its 11,000 poker machines?
Finally, if you missed the regular spot with Lindy Burns on 774 ABC Melbourne yesterday, the edited down audio file is available here.
Do ya best and enjoy the full edition, 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.
The campaign to rid Fairfax of Mark Burrows
It was good to see The AFR's Chanticleer columnist Alan Jury weigh in last Thursday on the scandalous decision of Fairfax Media deputy chairman Mark Burrows to advise Lachlan Murdoch on his $3.3 billion Consolidated Media Holdings privatisation deal with James Packer.
Whilst Jury's language was overly cautious with terms such as "more than the odd eye-brow raised", his column item was more than we've seen from the News Ltd press which would ordinarily be ripping into a Fairfax director who did something so blatantly unacceptable.
In another example of what a small media pond we live in, Burrows was advising Lachlan Murdoch through his role as chairman of Lazard Carnegie-Wylie and both Mark Carnegie and John Wylie are substantial investors in the excellent new website Business Spectator, which now houses Australia's largest stable of respected corporate commentators in Alan Kohler, Stephen Bartholomeusz and Robert Gottliebsen.
We haven't yet seen a single thunderous attack on Burrows from a credible party. If our media loses its fearlessness, then these sorts of untenable conflicts will simply keep on occuring.
I've been having a go at Burrows for his Murdoch links for years as you can see from this account of the 2000 Fairfax AGM.
Burrows has been on the Fairfax board since 1996 and last faced the shareholders in 2005, so he'll be up for re-election at this year's AGM in October.
Today I'm revealing that we'll be adopting the same tactic that contributed to the departure of Steve Vizard from the Telstra board in 2000 - a board tilt specifically based around the elimination of a conflict.
In Vizard's case, he bailed nine days after Telstra received the nomination with the following platform:
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.
It will be interesting to see if this promised Fairfax board tilt is used to put some pressure on Burrows and force a resignation, or whether he can somehow neutralise enough of the credible Australian business media to survive.
If the Fairfax directors want a noisy contested election around the Burrows conflict issue, then they should let chairman Ron "king of the conflicts" Walker tolerate the intolerable by harbouring a key Murdoch family friend and adviser on the board of our most venerable media company.
If they want a quiet AGM, then Burrows needs to be ousted quick smart.
The major Fairfax shareholders are as follows:
Fairfax family: 14.31%
Commonwealth Bank: 11.84%
Perpetual: 10.73%
Goldman Sachs: 7.37%
NAB: 5%
UBS Nominees: 5%
That's 54% in the hands of six shareholders and a board that includes two members of the Fairfax family plus the chairman of Perpetual, Robert Savage.
John B Fairfax holds all the cards here and it really is time he flexed his muscles by moving on both Burrows and Ron Walker to reclaim his family's leadership of the company.
Savage knows something about board conflicts as he lost Sandra McPhee as a director at Perpetual last year when she declared her husband's mortgage business was directly competing with Perpetual. Isn't that precisely what the privatised Consolidated Media Holdings will be doing with Fairfax Media?
Companies are often pretty shy about going into the details of conflicts of interest when it is deemed appropriate that a director depart.
John Morschell bowed out as Leighton chairman in December 2003 with this statement which didn't identify the specific situation.
At least Jac Nasser and Brambles were more upfront in this announcement on January 14 when the former Ford CEO quit due to his role as a senior partner in the JP Morgan private equity arm which had just bought a business that was a major Brambles supplier.
Similarly, when it was reported in the press that Nick Greiner was taking an interest in online retailer dstore, then Coles Myer chairman Stan Wallis was all over him, extracting an almost instantaneous resignation from the former NSW Premier.
The same should be happening with Burrows, but if there isn't a result soon, then we'll throw it open for the shareholders to decide.
Whilst Jury's language was overly cautious with terms such as "more than the odd eye-brow raised", his column item was more than we've seen from the News Ltd press which would ordinarily be ripping into a Fairfax director who did something so blatantly unacceptable.
In another example of what a small media pond we live in, Burrows was advising Lachlan Murdoch through his role as chairman of Lazard Carnegie-Wylie and both Mark Carnegie and John Wylie are substantial investors in the excellent new website Business Spectator, which now houses Australia's largest stable of respected corporate commentators in Alan Kohler, Stephen Bartholomeusz and Robert Gottliebsen.
We haven't yet seen a single thunderous attack on Burrows from a credible party. If our media loses its fearlessness, then these sorts of untenable conflicts will simply keep on occuring.
I've been having a go at Burrows for his Murdoch links for years as you can see from this account of the 2000 Fairfax AGM.
Burrows has been on the Fairfax board since 1996 and last faced the shareholders in 2005, so he'll be up for re-election at this year's AGM in October.
Today I'm revealing that we'll be adopting the same tactic that contributed to the departure of Steve Vizard from the Telstra board in 2000 - a board tilt specifically based around the elimination of a conflict.
In Vizard's case, he bailed nine days after Telstra received the nomination with the following platform:
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.
It will be interesting to see if this promised Fairfax board tilt is used to put some pressure on Burrows and force a resignation, or whether he can somehow neutralise enough of the credible Australian business media to survive.
If the Fairfax directors want a noisy contested election around the Burrows conflict issue, then they should let chairman Ron "king of the conflicts" Walker tolerate the intolerable by harbouring a key Murdoch family friend and adviser on the board of our most venerable media company.
If they want a quiet AGM, then Burrows needs to be ousted quick smart.
The major Fairfax shareholders are as follows:
Fairfax family: 14.31%
Commonwealth Bank: 11.84%
Perpetual: 10.73%
Goldman Sachs: 7.37%
NAB: 5%
UBS Nominees: 5%
That's 54% in the hands of six shareholders and a board that includes two members of the Fairfax family plus the chairman of Perpetual, Robert Savage.
John B Fairfax holds all the cards here and it really is time he flexed his muscles by moving on both Burrows and Ron Walker to reclaim his family's leadership of the company.
Savage knows something about board conflicts as he lost Sandra McPhee as a director at Perpetual last year when she declared her husband's mortgage business was directly competing with Perpetual. Isn't that precisely what the privatised Consolidated Media Holdings will be doing with Fairfax Media?
Companies are often pretty shy about going into the details of conflicts of interest when it is deemed appropriate that a director depart.
John Morschell bowed out as Leighton chairman in December 2003 with this statement which didn't identify the specific situation.
At least Jac Nasser and Brambles were more upfront in this announcement on January 14 when the former Ford CEO quit due to his role as a senior partner in the JP Morgan private equity arm which had just bought a business that was a major Brambles supplier.
Similarly, when it was reported in the press that Nick Greiner was taking an interest in online retailer dstore, then Coles Myer chairman Stan Wallis was all over him, extracting an almost instantaneous resignation from the former NSW Premier.
The same should be happening with Burrows, but if there isn't a result soon, then we'll throw it open for the shareholders to decide.
Fifty most successful Australians in business
We've had a good response to our list of the 50 most successful Australians in business and have added the following additional entry:
John Pollaers - successfully ran the Australian division of Diageo, the world's largest alcohol company, with booming launches such as "ready to drink" beverages like Ruski, before going on to become President Diageo Asia Pacific. Touted as the next global CEO, within 5 years, and he is still relatively young at 46.
We've also updated a few more of them and come across the tricky issue of whether Australians who were fired for poor performance from exalted positions should be barred from our list.
For now, we'll just base it on the rise and simply note the falls, such as UBS chief financial officer Clive Standish getting the bullet last year for all those sub-prime losses that led to a massive write-offs and a bailout from the Singapore Government.
Quite a number have also come home to Australia and resumed careers which haven't been particularly spectacular - such as Sam Chisholm, ANZ's recently departed CEO-wannabe Steve Targett and former Alcoa number two, John Pizzey, was was a director of failed car parts company Ion.
John Pollaers - successfully ran the Australian division of Diageo, the world's largest alcohol company, with booming launches such as "ready to drink" beverages like Ruski, before going on to become President Diageo Asia Pacific. Touted as the next global CEO, within 5 years, and he is still relatively young at 46.
We've also updated a few more of them and come across the tricky issue of whether Australians who were fired for poor performance from exalted positions should be barred from our list.
For now, we'll just base it on the rise and simply note the falls, such as UBS chief financial officer Clive Standish getting the bullet last year for all those sub-prime losses that led to a massive write-offs and a bailout from the Singapore Government.
Quite a number have also come home to Australia and resumed careers which haven't been particularly spectacular - such as Sam Chisholm, ANZ's recently departed CEO-wannabe Steve Targett and former Alcoa number two, John Pizzey, was was a director of failed car parts company Ion.
Australia's oldest public compnay directors
We're really building up the lists section on the site and here is the beginnings of a new list that will look at the age and length of service of past and present directors. Today we're opening with 10 of the oldest current major company Australian directors.
Ted Harris: still staggering along as chairman of APN and Thakral despite turning 80 last year. Born on May 4, 1927. The Thakral bio doesn't disclose his status as Australia's oldest public company chair.
Frank Lowy: the Westfield executive chairman was born on October 22, 1930, but is showing no signs of slowing down at 77.
Rupert Murdoch: the News Corp executive chairman was born on March 11, 1931 and at 76 keeps proclaiming he'll go on forever.
Jill Ker-Conway: bailed from Lend Lease four years ago and Merrill Lynch last year but remains a director of Nike and Colgate-Palmolive despite being born on October 9, 1934.
Brian Healey: the Centro chairman and Incitec Pivot director is 73 and surely not long for the director's club.
John Dahlsen: the Southern Cross Broadcasting founder and chairman was 72 when he fronted his final meeting to approve the Fairfax-Macquarie takeover last year. Born on February 3, 1935.
Warwick Kent: the former Bankwest CEO is the oldest CBA director being born on January 8, 1936.
Don Argus: the BHP-Billiton and Brambles chairman will crack 70 this year as he was born on August 1, 1938, so perhaps the Rio Tinto deal is intended to be a glorious finale.
Charles Goode: we made this video about old Charlie's passing years, but he's still soldiering on as ANZ chairman despite being born on August 26, 1938.
Ron Walker: The Fairfax Media chairman gave a recent interview to The AFR making his pitch to be a long-term chairman when he was born on September 20, 1939, and therefore will be 69 at this year's AGM.
Feedback, corrections and additions to stephen@maynereport.com.
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.
Frank Lowy: the Westfield executive chairman was born on October 22, 1930, but is showing no signs of slowing down at 77.
Rupert Murdoch: the News Corp executive chairman was born on March 11, 1931 and at 76 keeps proclaiming he'll go on forever.
Jill Ker-Conway: bailed from Lend Lease four years ago and Merrill Lynch last year but remains a director of Nike and Colgate-Palmolive despite being born on October 9, 1934.
Brian Healey: the Centro chairman and Incitec Pivot director is 73 and surely not long for the director's club.
John Dahlsen: the Southern Cross Broadcasting founder and chairman was 72 when he fronted his final meeting to approve the Fairfax-Macquarie takeover last year. Born on February 3, 1935.
Warwick Kent: the former Bankwest CEO is the oldest CBA director being born on January 8, 1936.
Don Argus: the BHP-Billiton and Brambles chairman will crack 70 this year as he was born on August 1, 1938, so perhaps the Rio Tinto deal is intended to be a glorious finale.
Charles Goode: we made this video about old Charlie's passing years, but he's still soldiering on as ANZ chairman despite being born on August 26, 1938.
Ron Walker: The Fairfax Media chairman gave a recent interview to The AFR making his pitch to be a long-term chairman when he was born on September 20, 1939, and therefore will be 69 at this year's AGM.
Feedback, corrections and additions to stephen@maynereport.com.
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.