Ron Walker, remuneration report voting trends, News corp voting, Gunns

3. Is Ron Walker the new Lord Beaverbrook?



By Stephen Mayne

When Ron Walker joined the John Fairfax board in 2002, he resigned from the Liberal Party so he could be a politically independent director of Australia's most important and venerable media empire. But his comments about the leadership of the Victorian Liberal Party last week show that he has a lot to learn about managing these perceptions and conflicts, especially after assuming the chairmanship of Fairfax a few weeks ago.

Former Victorian Premier John Cain summed in up nicely with this letter in The Age yesterday:

Ron Walker's conflicting roles

Your newspaper has a bit of a problem with the chairman of the Fairfax board, Ron Walker. His latest intrusions into Liberal Party politics only serve to highlight the problem.

Mr Walker seems to regard his role as being similar to that of Lord Beaverbrook, who ran a media empire in Britain 80 years ago. Historians report it was Lord Beaverbrook's custom to suggest to King George V, who, on the conservative side of politics, should be called upon to form government.

This is not an appropriate role for the head of a media corporation in the year 2005. Mr Walker needs to make up his mind whether he wants to be king-maker and breaker in the Liberal Party, or head what has been a fiercely independent media corporation.

Well said – except that John Cain himself is not so pure when it comes to his record for defending independent media companies. Former Herald & Weekly Times CEO John D'Arcy's little reported book, Media Mayhem: Playing With The Big Boys in Media, criticises the former Labor premier for not raising a concern when Rupert Murdoch's News Corp was allowed to buy the HWT in 1987-88, thereby creating unprecedented concentration of newspaper ownership in Australia.

Of course, the HWT was known for its conservative editorial line back then, and Rupert Murdoch was thick as thieves with the Hawke Labor government. You wouldn't have thought that after reading today's Herald Sun editorial which attacked Bob Hawke for shedding crocodile tears over workers now when he was responsible for "decimating the Australian Federation of Air Pilots when the federation was locked in a pay dispute with the airlines."

And who then owned 50% of Ansett? News Corporation. Just goes to show the power that comes with owning a vast media empire.



30. Tracking the highest remuneration report no votes



By Stephen Mayne

Yesterday was the busiest day of the AGM reporting season so far and we're starting to get a picture of voting trends on the remuneration reports. The issue is certainly attracting plenty of attention as this story on The 7.30 Report last night indicates.

Investa Property Group is the prime example, getting mentions all over the place including Alan Kohler and the ever alert Paddy Manning in The Australian, after a season high 35.14% of shares were voted against its remuneration report.

Amcor also had a minor scare yesterday, when 21.38% of the vote was cast against the remuneration report. It would have been much worse if they hadn't backed down on the incentive scheme for new CEO Ken McKenzie.

However, no-one else has really gone close to losing so far. There was talk of a protest at Gunns yesterday because the director retirement scheme remains in place, but only 15.11 million shares or 7.76% were voted against the remuneration report, perhaps because Gunns has undertaken to review the practice.

AGL also got into strife with the incentive scheme for CEO Greg Martin, which attracted 87.2 million proxies in favour and 76.9 million against. The giant energy utility runs its own share register, so these strange messages about 18 million, and then 3 million, proxies on the Martin vote being invalid wasn't a good look. However, this protest wasn't replicated with AGL's remuneration report, which attracted 146.33 million proxies in favour and only 17.63 million (10.75%) against.

Five interesting remuneration report votes

Investa Property Group: 35.14%
Amcor: 21.38%
Rinker: 19.6%
AGL: 10.75%
Gunns: 7.76%




31. The final News Corp votes



By Stephen Mayne

Getting a handle on the full voting results from last week's News Corporation AGM hasn't been an easy process. Unlike with previous years, we no longer get the full proxy and final results lodged with the ASX. We couldn't find anything lodged with the New York Stock Exchange either, but it seems you can get a hand written form of figures directly from News Corp if you ask. Check out what they sent through here.

Rupert Murdoch was only intending to read out the percentage of "for" votes at the AGM, when compared with the "against" votes or the "withheld" votes, in the case of the four director ballots. He volunteered the actual "against" and "withheld" votes when asked by Crikey, but no mention was ever made of the number of votes that "abstained" or were "undirected".

We still haven't been told the size of the undirected proxies, although a News Corp spinner now says that they weren't voted, which is to be commended.

Therefore, we now have a clear picture of the size of the protest. The three billionaires speak for 548 million votes (Rupert Murdoch 308m, John Malone 188m, Saudi Prince 57m) and they were certainly crucial in the director elections where the "for" votes ranged between 672 million and 694 million and the against votes ranged between 108 million and 122 million, a bare majority of the independent vote.

Murdoch couldn't vote on the pay rise for directors, which was clearly saved by Malone and the Saudi Prince as this resolution received just 333.1 million votes in favour and 143.68 million votes against. Strip out the two billionaires to gauge the independent vote and you'll find that only 88 million shares supported the pay rise, compared with 143.68 million which went the other way.



32. Batting below average at Gunns



By Stephen Mayne

Seeing as The Age and The SMH this week both published Crikey's full inglorious list of failed board tilts over the years, we may as well do the same to put yesterday's predictably unsuccessful run at the Gunns board in context. The following figures are all "primary votes" reflecting proxies lodged 48 hours before a meeting and ignoring votes that abstain or are undirected:

Woolworths	2000	54.74%
NRMA	2000	45.59%
Commonwealth Bank	2000	39.71%
AMP	2000	33.89%
WA News	2000	28.41%
John Fairfax	2001	20.58%
ASX	2002	18.7%
Gunns	2005	14.7%
Telstra	2000	14.65%
ASX	2000	13.52%
News Corp	2002	12.89%
David Jones	2000	11.46%
AMP	2003	11.41%
PMP	2001	11.24%
ASX	2001	10.69%
National Australia Bank	2000	9.14%
Telstra	2001	4.76%
Southern Cross Broadcasting	2001	3.85%
Axa Asia Pacific	2001	1.1%
Westfield Holdings	2000	0.37%

The Gunns primary vote of 14.7% was slightly below the long term batting average of just 18% but comes in at number 8 overall. The top five results all came in 2000 when some institutions were still donkey voting down the page, having never before voted against board candidates.

To put a positive spin on things, the Gunns result was the best since the ASX board tilt in 2002. That makes it the best in three years, but also the first in two-and-a-half-years as the demoralising 11.41% vote at AMP in May 2003 was the last public company tilt before Gunns.

The next election will be the John Fairfax board in three weeks and the challenge will be to beat the 20.58% result achieved in 2001. Fairfax is actually the most logical public company board for me to sit on given direct journalism and internet experience, something the rest of the board lacks. I've even had an institution emailing me to discuss the tilt, something that has rarely happened in the previous 20 tilts.

Check out the Gunns election results here. It was encouraging that the two incumbents, Cornells van der Kley (91.66%) and David McQuestin (91.86%) received the lowest percentage votes for directors in the company's history. The previous lowest was 97.26% for McQuestin in 2002.

That's progress folks, albeit from a very low base.

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