Babcock, new directors, ASIC, chairs to quit, Rich List, Lowy and much more


February 2, 2010

Dear Mayne Reporters,

it's been a week since we last conversed so there's plenty to catch up with and a cracking edition to be enjoyed including stories about the imploding Babcock & Brown, the three prominent chairs and CEOs which history says are likely to departy shortly, the unbelievably slack prosecution of former Gribbles CEO Wallace Cameron and a new plan for recruiting non-executive directors.

We've also got two new videos on the site including this interview with Industry Funds Management chief Gary Weaven and a lively package on the X-rated Austar AGM where television lobbyist Wayne Goss and Federal Labor got a real flogging from the floor and the stage.

We had a production stuff-up last week when we published what we thought was a big scoop about new hedge fund billionaire Phil Mathews. Whilst we got the tip before this Alan Kohler story appeared on Business Spectator, the business guru was first in the public domain with speculation about our newest billionaire and he's since followed up with this this remarkable column suggesting Mathews has made a cool $1 billion punting on the oil price.

Make sure you click through for the full edition as it includes details of our latest 45 share trades representing a net $15,000 sell-down during May, plus more Rich Listers and some great archival audio from our 1999 AGM bunfight with Westfield founder Frank Lowy.

There's also been plenty of ABC radio interviews on a range of topics recently which can be accessed here.

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.

Babcock under the pump

The new research director at proxy adviser Rick Metrics, former journalist Martin Lawrence, has ripped into the appalling Babcock & Brown Power governance structure in this story tonight on Business Spectator.

When you look at the detail, it really is an absolute disgrace which the ASX has a lot to answer for given that they granted the waivers which allowed Babcock & Brown to appoint themselves manager of BBP for 25 years and effectively make it impossible for them to lose the lucrative gig.

I'll be running for the ASX board at the October AGM on a specific platform that all these disclosure waivers for the Macquarie and Babcock vehicles be lifted, which will be very difficult for the proxy advisers to resist given their own campaigns.

Unfortunately for BBP, the inability to remove its poorly performing manager is now working dramatically against it because no one will touch the stock which was already suffering a capital strike after the recent debt refinancing hiccup and now has the added complexity of the WA gas supply interruption.

Just as it was the aborted $1.5 billion US power station deal that helped finish off Allco, history may yet point to the over-priced Alinta takeover as the deal which fatally wounded the Babcock & Brown empire.

Whilst Macquarie Group shares rebounded $1.90 to $53.70 today, Babcock & Brown plummeted another 8.5% to a fresh three year low of $9.52. This capitalises the group at only $3.2 billion, which is starting to edge towards the $2.5 billion market capitalisation trigger point in its latest financing package from a global group of 25 banks that was announced on March 27.

CEO Phil Green told the recent Babcock & Brown AGM that the executive team still owns 40% of the investment bank. Whilst he denied there were any material loans on this holding, the stock has since fallen another 15% so there must be some executives who are coming under financial pressure. The shorts will be circling looking for any weakness, so Babcock really needs to come up with someone to support the stock in a major way.

Finally, there was some good news for Babcock today because we've decided to offer a free $500 corporate subscription to any company in our 700-strong portfolio which has more than doubled our $500 investment. We played the Babcock bubble well, so check out the congratulatory plaque that was sent through to cheer them up after a tough day in the office.

Pathetic ASIC fails to nail another dodgy Bruce Mathieson mate

Federal corporate governance minister Nick Sherry has again this week used the word "solid" in describing the performance of ASIC and the ASX during the recent market turbulence.

When Sherry first said this at last month's Risk Metrics governance conference in Melbourne, we gave him this shellacking, but nothing seems to have changed.

The big end of town clearly thinks Sherry is going to be a soft touch and what else can you conclude after the farcical punishment meted out to former Gribbles Pathology CEO Wallace Cameron.

The bloke was originally charged with 35 offences but this was plea-bargained back to six relating largely to his hidden 43% stake in the company. It looked like Cameron was facing some jail time but instead he's got off with a pathetic $16,000 fine and a five year ban from being a director.

Let's hope the tax office comes down harder on Cameron for trying to hide his $120 million Gribbles stake in a structure that was run through various tax havens.

There is a lesson for Woolworths in all of this because Wallace Cameron was a long-time business partner of Bruce Mathieson, the colourful pokies billionaire who got his first big break as Alan Bond's business partner in the Austotel pubs venture back in the 1980s.

Mathieson is now a 25% shareholder in ALH, the enormous Woolworths poker machine operation, but the former tool maker runs the operation, whilst CEO Michael Luscombe clearly has little idea about what is going on.

That's the only conclusion you can make after visiting Paul Bendat's remarkable www.pokiewatch.org site which suggests Luscombe was telling porkies at last year's AGM about the company's responsible gaming practices.

It is interesting that one of the six charges Wallace Cameron pleaded guilty to was "obstructing or hindering ASIC during the course of an examination under oath by claiming an inability to recall certain facts when questioned".

So, one Bruce Mathieson partner Alan bond went to jail and another Mathieson partner should have gone to jail and happily admits to refusing to co-operate with the corporate plod. How long will Woolies stay in business with Mathieson? Could this be why Roger Corbett quit the ALH board recently?

Meanwhile, our ASIC jail list has inched up to just 7 for 2008 after Melbourne man Michael Damianos was last Friday jailed for lying to Westpac and getting a $260,000 loan. The bloke copped three and a half years but will actually serve four and half because he already had a three year suspended sentence. Check out the ASIC press release here.

At this rate, 2008 will be ASIC's least productive year since 1994, when then soft-touch chairman Alan Cameron only managed to jail 10 corporate crooks. Maybe Wallace Cameron, Dick Pratt and Steve Vizard should form a new "ASIC appreciation society" because Australia's record for punishing big corporate crooks remains woeful.

Time for institutions to train up independent directors

The annual Australian Council of Superannuation Investors (ASCI) corporate governance conference was held in Melbourne last week where Rick Metrics research director Martin Lawrence gave a presentation on the recent corporate scandals.

Delegates were run through the common features of Allco, MFS, Centro, ABC Learning and the like, which included very poor corporate governance, dominant CEOs and a frenetic deal-flow preceding the disasters.

Lawrence then went to perform something of a mea culpa when he pointed to the average 96.5% vote that incumbent directors get in Australian elections. Come question time, I asked why the only board candidate Risk Metrics seems to recommend against is me.

This was perhaps a touch unfair as both Risk Metrics and fellow proxy adviser CGI Glass Lewis do occasionally recommend against directors, but often find their institutional clients ignore the advice.

The best example of this phenomenon was the 2006 Transurban AGM where both firms recommended against chairman Laurie Cox because of his obvious conflicts of interest in being a Macquarie Group executive director. This was a bit like having a Woolworths executive chairing Coles given they are two of the world's biggest tollroad companies.

Alas, Cox still romped home with 316 million votes in favour and only 30 million against, but he resigned five months later. The theory goes that Cox did a deal with some of his major institutional shareholders to quit if they saved him the embarrassment of a big protest vote after 11 highly profitable years at the top.

The best line I heard at the ACSI conference came from Englishman Alan MacDougall, who delivered this update on corporate governance trends in the UK, and suggested after the Risk Metrics presentation that Australian institutions should follow the British lead and establish something like PRO-NED. This was a filter for the professional shareholders to recommend new independent directors for companies, but has apparently lost its way somewhat since being bought by a head-hunting firm.

At the moment, Australia's directors club is largely self-selecting. I gave a presentation to a group of Australia country CEOs of multi-nationals in Melbourne last Thursday and urged them to consider post-executive careers as professional directors because we desperately need to deepen the gene pool and weed out the duds.

However, many of them wouldn't know how to break into the club because they are not in the public company space and aren't the typical lawyers or accountants who get access by servicing the big ASX-listed players.

As for finding new directors for troubled companies, the likes of Allco, Centro and ABC Learning have not added one, largely because the risk-averse professional directors don't want to risk their reputations. If the institutions had some professional trouble-shooters trained up for these situations, it would almost be like getting a change agent onto the board before the banks call in the receivers.

Chairs and CEOs who leave within six months

The resignations of ABC Learning chairman Sally-Anne Atkinson, Foster's CEO Trevor O'Hoy and IAG CEO Michael Hawker in recent weeks has raised obvious questions about whether their fellow corporate leaders will be able to hang on.

History suggests that chairs and CEOs of troubled companies usually go in quick succession as the following list demonstrates, so IAG chairman James Strong, Foster's chairman David Crawford and ABC Learning CEO Eddie Groves are surely living on borrowed time:

Westpac: chairman Sir Eric Neal and four other directors quit on September 30, 1992, and CEO Frank Conroy quit after 15 months as CEO on December 17, 1992, in response to the bank's record $1.6 billion loss. Therefore, both went within three months.

ANZ: The early retirement of chairman Milton Bridgland and CEO Will Bailey was announced on April 9, 1992 with Bridgland replaced by John Gough in July and Bailey replaced by Don Mercer around the same time after being named successor on May 28, 1992. In November 1992 ANZ announced a record $600 million loss and both chairman and CEO had gone in the previous four months.

BHP: CEO John Prescott was finally sacked on March 4, 1998 and chairman Jerry Ellis announced his early retirement on August 3, 1998 although he wasn't replaced by Don Argus until early in 1999.

Orica: Don Mercer replaced Ben Lochtenberg as chairman on May 2, 2001 and Phil Weickhardt was ousted as CEO on July 5, 2001. Malcolm Broomhead was announced as new CEO on August 23, 2001. Chairman and CEO were both gone within two months.

AMP: Chairman Ian Burgess and four other directors resigned on March 3, 2000 and they'd earlier dumped CEO George Trumbull on July 26, 1999 and instantly replaced him with Paul Batchelor.

Lend Lease: Greg Clarke replaced David Higgins as CEO on December 9, 2002 and Jill Ker Conway was replaced by David Crawford as chairman on May 29, 2003. Chairman and CEO gone within six months.

AMP: Paul Batchelor was sacked as CEO on September 24, 2002 and chairman Stan Wallis resigned on February 25, 2003 so both were gone within five months.

Southcorp: Rick Allert resigned as chairman after 19 years on October 31, 2003 and Keith Lambert was sacked as CEO on February 3 2003, so both were gone in less than four months.

It would be an absolute traversty if Centro's invisible chairman Brian Healey survives through until his AGM in October when you consider that CEO Andrew Scott was given the boot within three weeks of the debt crisis blowing up.

Dumping a net $15,000 into the sharemarket rally

Since we last advised you on April 29, we've done 45 trades, comprising 39 sales and just 6 purchases as we took the opportunity to sell-down a net $15,000 worth of stock into the recent 15% rally. The market is now getting back into buy territory again so we've picked up a couple of listed investment companies this week and will chase the market lower if it keeps falling. The full 700-strong portfolio is available here and the current paper loss is $60,087 on a portfolio worth $169,797. The individual trades are as follows:

June 11
Aurora Sandringham: bought 54 at $9.30

June 10
Emerging Leaders Investment Ltd: bought 500 at $1.

June 2
Washington H Soul Pattinson & Company:
sold 46 at $10.20

May 30
Mineral Resources: sold 70 at $6.80
Customers Limited: sold 4556 at 11c

May 29
Sphere Investments:
sold 168 at $3.49
Whitehaven Coal: sold 136 at $3.80
Giralia Resources: sold 200 at $2.48

May 28
Fortescue Metals Group:
sold 47 at $10.63

May 27
Dyesol Limited:
sold 400 at $1.37

May 26
Felix Resources:
sold 20 at $21

May 23
Dyno Nobel: sold 6 at $118.30

May 22
Cougar Energy:
sold 6000 at 16.5c
Every Day Mine Services: sold 1100 at 42.5c

May 19
Hyro
: sold 15,000 at 41c

May 16
Global Mining Investments:
sold 200 at $2.20
Amadeus Energy:
sold 700 at 67c
Heartware:
sold 850 at 54c
European Gas Ltd:
sold 600 at 75c

May 14
Hills Industries: sold 1300 at $3.88

May 12
Ridley Corporation Limited: sold 400 at $1.20

May 9
Ebet: bought 10,000 at 5c
Acrux Ltd: sold 935 at 95c
Alliance Resources: sold 589 at $1.14
Sunshine Gas: sold 250 at $1.95
NRW Holdings: sold 300 at $2.20
Aurox Resources: sold 600 at 91.5c

May 8

Powerlan: bought 3334 at 15c

May 7
Bendigo Bank: sold 300 at $12.44
Mirabela Nickel: sold 60 at $6.95.

May 6
Strategic Pooled Development: bought 3847 at 13c

May 5

Allco Equity Partners: sold 351 at $2.09
Metex Resources: sold 2000 at 30c
Macquarie Bank: sold 9 at $66.20
Compass Resources: sold 150 at $2.89

May 2
ABB Grain: sold 50 at $9.89
Brockman Resources: sold 200 at $2.45
Compass Resources: sold 200 at $2.937
Carnarvon Petroleum: sold 800 at 65.5c
Sydney Gas: sold 1500 at 35c
Powerlan: bought 1600 at 15c
Innamincka Petroleum: sold 600 at 70c

May 1
NKWE Platinum: bought 715 at 70c
Powerlan: bought 220 at 15c

April 30
NSX Limited: bought 2,174 at 23c

A mixed record on corporate placements and SPPs

I gave Eddie Groves and ABC Learning a huge spray in Crikey today, plus this serve on 774 ABC Melbourne yesterday, partly for doing a bargain basement 15% placement at $1.15 a share without offering us small shareholders an opportunity to participate on the same terms through a share purchase plan. Talk about getting diluted.

ABC Learning now joins The Mayne Report's SPP shame file, although we're pleased to report that a number of companies are doing the right thing, such as:

Beach Petroleum: raised $191 million this week in a placement to insitutions at $1.43 and will follow-up with an SPP on the same terms for us little guys. We didn't take it up in the end because share price $1.16 fell well below offer of $1.43.

Mermaid Marine: raised $36 million through a placement at $1.45 and I've just sent my cheque off today for the SPP at the same price.

Tamaya Resources: placed some stock with institutions at 11.5c, although this was done immediately after an SPP at the same price had closed. I even took a call from a shareholder information outfit prodding acceptance for this offer and haven't enjoyed seeing the stock tumble to 10c since. So much for this nickel upside in Chile getting recognised.

Geodynamics: did even better by offering a share purchase plan without having earlier done a placement. It was priced at $1.50 and with the stock at $1.70 I'm looking forward to a quick and much-needed stag profit of about $650.

From the archive: battling with Frank Lowy in 1999

We're in debt to Westfield for providing audio files from old AGMs to assist with our book project and were very amused to listen again to the exchanges with Frank Lowy at the 1999 Westfield Holdings AGM which we've carved up as follows.

Rich List approaching 1100 names

The Mayne Report Rich List continues to grow and tonight we've got some new names courtesy of research done by WA Business News. We are now approaching 1100 names of individuals worth more than $10 million and would love your continuing input to stephen@maynereport.com.

Julian Beale: chairman of Adacel Techologies, a communications company, since 2003. The former Liberal politician is a director of Visy Industries and father-in-law to Bill Shorten.

Angelo del Borello: managing director of the Aspen Group, a national property investment and management group, who has share wealth upwards of $20 million.

Alastair Clayton: a geologist and non-executive director of Bannerman Resources, an iron-ore wannabe in the Pilbara, who has a share wealth north of $15 million.

Clive Jones
: a non-executive director of Bannerman Resources, an iron-ore wannabe in the Pilbara, who has a share wealth north of $30 million.

Julian Mitchell
: before becoming an investment director for JM Asset Management, he had worked extensively as a research analyst and investment banker across the world.

David Roseman: Macquarie Bank executive director and head of Australian Infrastructure who owns a large holding of Macquarie options worth close to $30 million and a very comfortable house in Sydney.

Douglas Rowe
: managing director of the CMA Corp, a leading integrated Australian-based metal recycling group, who has a share wealth of close to $30 million.

David Watson: executive chairman of Perth-based CTI Logistics, his share wealth is hovering close to $30 million.

Billabong faces campaign over organic cotton

Surfer, former stockbroker and long-time Billabong shareholder Anthony White is rallying support for this proposal set for the next AGM.

Anthony is calling for Billabong to be committed to using organic cotton by 2012. Additionally he points to the global trend of communities recognising unpolluted water as a basic human right. He believes that in the surf wear industry there is a big gap in the market for a company to recognise the importance of unpolluted waves and water.

Anthony will face the usual battle of trying to round up 100 signatures from shareholders to get his resolution up, but we wish him the best of luck and will continue our campaign for an American-style hurdle of just $US2000 worth of shares required to be able to put a resolution to the vote at an AGM.