Dear Mayne Report readers,
Greetings for the first time since our
last bumper email edition on September 19. If you'd rather not receive these occasional email newsletters, click
here to unsubscribe.
We've now got a clear picture of the AGM schedule through until Christmas, with tomorrow's Fairfax AGM being the first of five public company tilts.
The only problem is that the better half is reluctant to endorse much of a campaign or travel budget. And the beloved must be obeyed!
Rupert Murdoch awaits in Los Angeles next week with a double header courtesy of the
21st Century Fox AGM on November 12 followed by the first
News Corp AGM in two years on November 13. I'm itching to be there.
Such a trip will cost about $2500 all up, including flights, child care, accommodation and transfers. It's been three years since we last engaged with Rupert in the Zantuck Theatre at Fox Studio and we reckon that was worth the effort as
this piece in
The Drum demonstrates.
This
Crikey story on Monday tracking the outrageous $600m+ in salaries that the Murdochs have extracted from their captive shareholders since 1998 also highlights one of the many issues that investors should be raising with the world's most powerful family.
We've had
a dozen AGM engagements with Rupert over the years and would love your assistance to help facilitate the first two day AGM opportunity the controversial 83-year-old media mogul has offered up.
Donate to get us to a showdown with Rupert
The Mayne Report has wracked up losses of more than $300,000 since we launched in October 2007, but shareholder activism and transparency remains as important as ever.
If you fancy giving us a hand to attend back-to-back Rupert AGMs in LA next week, just click on the image below:
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Please don't donate if you are in any way involved in property development issues in the City of Melbourne and anyone who contributes more than $200 will be sorted out with a Crikey subscription through until Christmas. I've committed to produce another 35 Crikey stories by year end so there's a lot of coverage to come on the AGM season and the Victorian election. (See below of links to 15 recent Crikey stories.)
If we don't raise enough funds and don't make it to LA, all donations will be refunded on request.
An eventful AGM season so far with Cabcharge the biggest focus
Exiting the ASA in September has freed up some time to attend a range of interesting AGMs so far this season but the real action will start tomorrow with the Fairfax Media AGM at the RACV from 10.30am.
I've spent more time on the Cabcharge board tilt than any other so far this season as there is a genuine opportunity to help deliver long-overdue governance reforms at that company. Here's the Cabcharge
notice of meeting and it was good to see there was no censorship of the platform.
The ASA is
recommending against new Cabcharge director Rodney Gilmour because his is not independent, having worked as a consultant on Cabcharge PR issues for the past three years. ASA is also undecided on how it will vote its stock on chairman Russell Balding's re-election and they will be abstaining on my nomination, which is a consistent board-determined position across all 5 tilts.
I've requested a meeting with Mr Balding to discuss the nomination and believe there is significant value to be added by expediting governance and cultural reform at the company after the passing of founder and executive chairman Reg Kermode earlier this year.
Institutional investors have long been protesting at Cabcharge as the following summary of AGM outcomes demonstrates:
2013
AGM results: 45% against remuneration report and 26% against director Donn McMichael.
2012
AGM results: 12% against Reg Kermode, 22% against Neill Ford and 39.8% against the remuneration report.
2011
AGM results: directors Ian Armstrong, Russell Balding and Philip Frenet re-elected. Only material protest was 18% against Mr Frenet and a lesser 5.7% against Ian Armstrong. 40% protest against remuneration report.
2010
AGM results: 38% against Peter Hyer, 37.5% against Donn McMichael and 37.5% against Kua Hong Pak. Remuneration report was opposed by 48.5%.
2009
AGM results: strong support for Reg Kermode and Neville Wran, but a 9% protest against Neill Ford, who now chairs the powerful Governance Committee despite not being an independent director. Again, the remuneration report was opposed by a hefty 45%.
2008
AGM results: Ian Armstrong comfortably elected, Donn McMichael suffered a 6% protest and Philip Franet 9%. Remuneration report opposed by 39.5%.
2007
AGM results 10% protest votes against Peter Hyer, Neill Ford and the rem report and 7% against a Singaporean representative of Cabcharge's bus joint venture partner.
2006
AGM results the last time Cabcharge had a well supported AGM. Biggest protest just 2% against Reg Kermode.
2005
AGM results 6 per cent against remuneration report, 18% against Philip Franet and 17% against Donn McMichael.
2004
AGM results no against vote above 1m shares in the final AGM before remuneration report voting began.
Cabcharge needs governance reform and my pitch to the proxy advisers and institutional investors is that I'm well placed to help deliver that in a constructive and collegiate way.
Governance track record at the City of Melbourne
We've just passed the half way mark of a 4 year term at the City of Melbourne where I've been serving as Chair of the Finance and Governance Committee and deputy chair of the Planning Committee. It has been fabulous working with a great group of councillors and officers who have all been fully on board the governance reform program. Here is a summary of some of the initiatives which have been successfully implemented with minimal discord or disagreement:
A public commitment to transparencyAfter 6 months of intense work immediately following the October 2012 election, we adopted
this 4 year council plan which included key commitments to transparency in goal 8 starting on
page 32. The most important was that we strive to be "one of the most transparent councils in Australia". This has underpinned all that has followed, including initiatives such as Melbourne's
open data platform.
Audio of council meetings and public questionsAudio recordings of council and committee meetings are now available, along with an increased opportunity for public questions at the twice monthly committee meetings. See
this report plus the original
audio motion from Cr Rohan Leppert, who has been an excellent deputy chair of the Finance and Governance Committee supporting a wide range of transparency measures.
Melbourne rejoined peak bodyAfter three years out in the cold,
this motion immediately after the election returned City of Melbourne as a financial member of the sector's peak body, the Municipal Association of Victoria. It was unanimously supported and Melbourne is no longer the odd council out. It has given us an opportunity to put up a range of transparency motions at various MAV State Councils, which have run into surprising resistance in some quarters.
More devolved power with decisions made in publicA majority of councillors supported a governance change where the full council, rather than the Lord Mayor, determined portfolio allocations.
Extension of time with senior managementThe weekly management briefing of councillors was extended from 60 minutes to 90 minutes to allow more discussion on important issues.
Expanding the audit committeeExpanded the audit committee from 5 to 7 with the independents expanding from 3 to 4 and a 3rd councillor also joining.
Tenders determined in open sessionsChanged the default position on tenders to being done in open session rather than closed confidential sessions. This helped almost halve the number of confidential items from almost 40% in the previous council to less than 25% currently. See
this example of a recent agenda with three public tender decisions.
Disclosure of full contract with state government land swapCouncil pushed for
maximum transparency in managing the delicate issue of being a planning authority and recent successful bidder for a $76 million property adjacent to the Queen Victoria Market.
Unprecedented community panel advising on 10 year planCouncil is embarking on a
world first community consultation process around our inaugural 10 year financial plan which John Brumby's former chief of staff Nicholas Rees
summarised as follows in
The Age recently. The results will be through in the next few weeks.
Leveraging council's position in the state electionSuggested council formally write to all parties in the state election on important matters, which resulted in
this management report outlining 15 key issues for candidates in the state seat of Melbourne.
A more transparent State Planning processPersuaded the state Planning Minister to
publicly release his departmental advice on
70 different major applications in the City of Melbourne where he was the responsible authority. See Crikey
explanation.Better disclosure of remuneration arrangements for senior officersHere is
the motion calling for increased disclosure of senior officer contractual arrangements and you can see the results on page 76 of the
2013-14 annual report. Disclosure of City of Melbourne's lease registerThe major new disclosure piece in the 2013-14 budget was achieved through
this motion calling for disclosure of our lease register. See
pages 129-134 of the 2012-13 annual report. Also see
this story in
The Age.Disclosure of major service contracts above $1 million Here is
the motion from February 2014 and here is the newly produced
public register of our biggest service contracts.
Not too proud to learn from Sydney
Suggested and then participated in a two day visit to the City of Sydney last year to learn about a comparable capital city council. Was an invaluable exercise. See
council report.Pushed for higher developer contributionsAfter learning about Sydney's huge developer contributions revenues, won support for
a request to the Minister for Melbourne to lifts our modest revenue from this source and
requested public release of data which confirmed the low tax nature of Melbourne's development approvals regime.
Disclosure of 20 most valuable land and building valuationsAnother disclosure innovation which can be seen on page 163 of the
2012-13 annual report. Disappointed the MAV rejected a motion calling for all councils to follow suit.
Changes to board appointments processWe changed the way directors are appointed to subsidiaries so that councillors would be less involved and the process made more transparent, including the requirement to advertise and use a recruitment firm when making major changes. See
council report.Changes to expenses guidelinesWorked with officers on changes to these councillor
expenses guidelines which lowered the overall cost of expense claims to council.
Faster minutes and longer notice period of meetings for publicMoved
this motion which provided greater certainty over agenda time tables, less late motions and faster minutes.
Officers must accompany councillors to meetings with developersWhilst not a formal council resolution, secured internal agreement to a new planning protocol which requires a planning officer to attend any meeting between a councillor and a developer. See 3.7 in the updated
Councillor Code of Conduct.Don't clog up the agenda with mundane items of businessEnded the system where the mundane task of approving supplementary rates assessments was a separate item each month for committee to determine in open session. Here's
the meeting where the change was made.
Reduced discretionary budget
Councillors were spending more than $500,000 a year from a discretionary budget, largely determined in confidential sessions. This is not good governance and has been cut to $300,000 per year.
Supporting unpopular State Government council governance reformsWhen the sector was complaining about a range of State Government governance reforms, offered support and proposed additional reforms in this
notice of motion. It's a shame these changes didn't get through the Parliament, partly courtesy of Geoff Shaw.
Funding vehicle for Queen Victoria Market renewalAfter the public announcement of a spend of up to $250 million on the Queen Victoria Market renewal,
pushed for the establishment of a dedicated fund to provide some discipline and visibility around the funding challenge.
Online register of conflict of interest declarationsSeconded Cr Foster's
proposal to disclose which issues councillors declare conflicts on.
Tap into ASA's excellent research listsAny retail investor worth their salt should be a member of the Australian Shareholders' Association and the value proposition has never been better.
The
new ASA website has a growing list of interesting research lists, some of which are member-only behind the paywall. Here are a few favourites:
Longest serving ASX 200 directorsNew CEOs who embrace write-offsBiggest protest votes against directors in 2013Measuring independent chairs for "skin in the game"Capped SPPs which were then expandedHow retail investors do worse with separate bookbuildsThe 100 most important remuneration protest votes31 examples of where retail investors gathered 100 signaturesASA hasn't been following recent practice of having voting intentions free on the website this season. However, "subscribers" who merely give their details get plenty of access so that's definitely worth doing.
And if you want to see all the research plus the full archive of AGM reports and voting recommendations since 2009, you really should become a member. Click
here.Crikey yarns since last editionPost ASA, I've committed to produce 50 Crikey stories in the December quarter and have so far served up about 15. They all become unlocked after 21 days, but the monthly subscription at $15.90 is excellent value if you're not currently a subscriber. Here is the flood of stories that have appeared in Crikey since our last edition:Time for Max to face his own axe at Southern Cross AGMCrikey, Tuesday, October 7, 2014
Gina the wildcard at Fairfax AGMCrikey, Wednesday, October 8, 2014
Transurban out-plays Labor and Liberal in VictoriaCrikey, Friday, October 10, 2014
A guide to the major media company AGMsCrikey, Monday, October 13, 2014
Companies for old men: the codgers who won't let of their board seatsCrikey, Tuesday, October 14, 2014
Explaining City of Melbourne's $76m property splashCrikey, Wednesday, October 15, 2014
Why is The OZ spinning for overpaid and underworked Gina Rinehart?Crikey, Tuesday, October 21, 2014
Why the Senate should not abolish 100 signature rule for EGMsCrikey, Wednesday, October 22, 2014
Naming and shaming Victoria's most secretive councilsCrikey, Thursday, October 23, 2014
Labor victory would give CFMEU keys to the kingdomCrikey, Monday, October 27, 2014
Director protests overtaking remuneration reportsCrikey, Wednesday, October 29, 2014
How Sydney and Melbourne do central city planning so differentlyCrikey, Thursday, October 30, 2014
Revealed: Murdoch salaries top $600m from News CorpCrikey, Monday, November 3, 2014
A full history lesson on Packer, Crown and Victorian LaborCrikey, Tuesday, November 4, 2014
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From the member edition archiveThe Mayne Report goes to almost 18,000 people but if you're a relatively new reader, here are some links to some of the more interesting email editions sent out over the past seven years.
2014
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and CrownFriday, September 19, 2014
We're back: inside a post-ASA election season blitzMonday, September 15, 2014
2013Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA updateMonday, December 23, 2013
Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty moreSunday, August 25, 2013
ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much moreAugust 19, 2013
ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then someMonday, July 22, 2013
Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty moreMonday, June 24, 2013
2012
Backing Rudd, Lachlan Murdoch, Bob Brown media debate, Manningham governance, Gunns, Darebin, Lend Lease and St Kilda AGM appearanceMonday, February 20, 2012
The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina unfit for Ten, council super blowout, BoQ rip-off, power speech and AGM mini-seasonWednesday, April 4, 2012
2011
Murdoch special, media inquiry, pokies, Manningham win, Zara, secretive Shortenite councillors and a Vodafone take-down
Thursday, September 15, 2011
Elected to ASA board, pokies, Rio, Santos, RHG, Hartigan, Manningham, capital raisings and Rich List
Thursday, May 19, 2011
2010Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much moreSaturday, October 23, 2010
DJs, legislate women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt, AG's report, Manningham council audio and then someAugust 3, 2010
Director rankings, Rio, Westfield, New Matilda, MAP, Manningham, Paatsch, state election, Darebin, Moreland, rich list, pokies and much moreJune 9, 2010
Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List, Grand Prix and moreFebruary 23, 2010
2009
Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much moreNovember 9, 2009
News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much moreOctober 20, 2009
Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin, hostile EGMs and much moreSeptember 15, 2009
Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies, speeches, fire, AGM diary and much moreJuly 28, 2009
2008 as the GFC hit and before we got overloaded at Manningham
71% backing at Centro, $11bn backing at BHP and huge Qantas protestNovember 28, 2008
Combank's $700m ABC Learning debacleNovember 13, 2008
Computershare AGM, Seven wash-up, audio highlights and ABC Learning chair under pump at Lend LeaseNovember 11, 2008
Toll board skewered over $55m executive rortOctober 30, 2008
Transurban shareholder revolution - chairman almost defeatedOctober 28, 2008
A huuuuge day for Australian corporate governanceOctober 22, 2008
Rupert's accountability dodge, Macquarie's Italian hit, Babcock funds revamp, pokieact.org and rich lists.October 20, 2008
BHP and Woolies tilts, AFIC push on Stan Wallis, ASX-Kohler yarn and new Rich ListersSeptember 26, 2008
Risk Metrics nails Macquarie and BabcockSeptember 18, 2008
Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much moreJuly 25, 2008
Hegarty Payout rolled, history is madeJuly 18, 2008
Great debate at the Babcock AGMMay 30, 2008
Our liveliest edition yetThursday, May 8, 2008
Burrows quits, Rupert, donations, long-serving directors and much more
January 31, 2008
Markets tumble, Rupert book deal, Centro, Rich List, Xenophon, AFR tips and our buying spreeJanuary 17, 2008
2007
Fortescue Metals AGM: time for Twiggy and FMG to grow upSunday, November 8, 2007, 10.30pm
How $5bn worth of votes backed us against Rupert's dodgy gerrymanderSaturday, 20 October, 2007, 7.20am
Mayne family newsWe had all the Melbourne-based cousins over yesterday for a relaxing Cup Day at home with the kids. Lots of fun and, as usual with Alice, the hose came out and everyone got soaked on the trampoline.
Laura is up in Queensland on a school music camp which somehow includes a visit to Dreamworld.
We've recently added a new family member, our wonderful Labradoodle Daisy, who the kids just adore, although it is bit like the early days with the kids with Daisy demanding to be fed at 5am each morning! We're not exactly the masters of dog training but have just signed up for the dog obedience course which will help.
Philip loves playing catch on the trampoline with me feeding tennis balls from the driveway and we've now got Daisy fetching the balls, but just have to make sure there's no jumping when she's under the trampoline.
Philip has just turned 10 and is a big strong boy who is doing well at shot put and discus at Little Athletics this season, but is taking a break from basketball.
The girls are both in a Sunday morning tennis team together so there is no excuse not to crank up the tennis. Having overdone the tennis as a kid, I've probably gone a little too far the other way.
Paula is a great and was pleased with the outcome of the recent RACV board elections. After a big Derby and Cup Day double with my
English cousin Chris Stedman last year, we took it a bit easier this year.
The family really should be cranking up the interest in racing after another English cousin, Dr Richard Newland, delivered quite a fairy tale earlier this year when he trained the winner of the Grand National, arguably the most famous jumps race in the world. Check out the
BBC coverage.
Compared to all that, we're the boring members of the family Down Under!
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is an email newsletter and website which seeks to promote transparency and good governance in the corporate, political and media worlds. It is published by Stephen Mayne, the founder of Crikey.com, shareholder advocate and City of Melbourne councillor. To unsubscribe from this email list, click here.