Slaters, council, capital raisings, Ten AGM, QVM, Xenophon, ASA, RACV, pokies, Crikey, family violence, planning reforms and family news
December 19, 2015
Dear Mayne Report readers,
Greetings for the first time since our last bumper email edition on November 5. If you'd rather not receive these occasional email newsletters, click here to unsubscribe. If you like it, send this URL to your friends. As you read through this edition you'll notice a lot more links to interesting material on our website, which have now been built into the email template.
Stand by huge Slater and Gordon write-down
For the past two Saturdays, Australia's biggest selling paper, Melbourne's Herald Sun, has lead the paper with the woes of embattled legal behemoth Slater and Gordon.
It has been strange news judgment because nothing special happened on the Friday before each splash and neither story took the yarn anywhere new. Indeed, the story on Saturday should probably have been that Slaters shares had recovered almost 40% over the course of the week. The stock opened a further 9c higher at $1.22 this morning before retreating again.
Yes, the shares have crashed and those institutions who backed the 2-for-3 entitlement offer at $6.37 in March, have seen most of that $890 million wiped out.
If Slaters hadn't gone over the top paying $1.3 billion in cash for UK business Quindell, the shares would probably be trading around $4 today and the company would still simultaneously be a good story for investors and the world's biggest listed law firm.
Instead, Slaters has become tabloid fodder, a disaster for investors and there are now serious questions about whether law firms should be listed on the public markets.
The most puzzling aspect of the Quindell acquisition was the board's agreement to pay 100% cash, thereby dramatically increasing the risk as borrowings soared to more than $600 million.
Slaters had pulled off more than a dozen acquisitions before Quindell and the vast majority had been funded by issuing shares and then locking in the key personnel.
This didn't happen with Quindell which has quickly become the most compelling example yet as to why Australian shareholders in acquiring companies listed on the ASX should be a given a vote on big deals.
That's a reform for Malcolm Turnbull to consider because shareholders are given veto rights on major acquisitions in many other jurisdictions like the UK and South Africa, but the powerful investment banks don't like it because it jeopardises major fee-paying transactions.
Paying too much for acquisitions is the most common way that ASX-listed companies have destroyed capital over the years, but there's never been an example quite like Quindell which at first was welcomed by investors before the sudden implosion, as has been documented in this Crikey coverage over the course of the year:
Have Slater and Gordon gone OTT with $1.2b UK takeover deal?
Monday, March 30, 2015
Aussie investors love Slaters UK plunge
Thursday, April 2, 2015
Slaters capital raising confirms unfair deal for retail investors
Friday, April 24, 2015
Slaters ducking for cover on capital raising for insiders
Monday, April 27, 2015
Why Slaters should have done a PAITREO capital raising
Tuesday, April 28, 2015
Slater and Gordon could face a class action
Thursday, July 2, 2015
In terms of what happens now, the situation is quite fluid. The tumbling share price will make it hard to retain and motivate staff and the publicity is clearly causing considerable brand damage.
The group's market capitalisation is now down to $400 million and personnel change is also underway. Bryce Houghton commenced as the new CFO last week and former Ernst and Young CEO and high powered liquidator James Millar has just joined the Slaters board and taken over as chairman of the audit committee.
The latest balance sheet presented on page 46 of the financial statements will be exercising Mr Millar's mind at the moment, along with his old colleagues at Ernst and Young who have now replaced boutique firm Pitcher Partners as the Slater and Gordon external auditor.
All of this sounds a bit like ABC Learning which was audited by Pitcher Partners but brought in Ernst and Young as it teetered in 2008. However, Eddie Groves and his fellow directors then never produced another set of accounts and ABC Learning collapsed still officially claiming to have net assets of $2.23 billion, the most of any failed company in Australian history, as this list shows.
The current Slaters balance sheet shows net debt of about $630 million, intangibles of $1.24 billion, which mainly reflects Quindell, work in progress of $553 million and net assets of $1.43 billion, which is more than $1 billion above the current market capitalisation.
The Herald Sun breathlessly reported on Saturday that Slaters may have paid $100 million too much for Quindell. Try $500 million, and then some, although much will depend on the UK legislative changes to be rolled out next year which Slaters will no doubt strongly resist on both sovereign risk and human rights grounds.
The pressure is now on Millar and his fellow independent directors to potentially over-rule the long-serving management duo of Andrew Grech and Ken Fowlie and admit they overpaid for Quindell. This should be done through a $500 million-plus write-down in February when the audited first half results are due for release.
One potential problem for Millar is his workload. It is hard to see how a Sydney-based director can come in cold to a complex Melbourne-based giant like Slaters and get on top of the opaque UK operations whilst at the time serving as chairman of three bodies – EFIC, Forestry NSW and the Smith Family – and a director of three other public companies: Fairfax Media, Macquarie Radio and Mirvac.
But with his old firm now on the job as external auditor and a new CFO in place as well, the Quindell write-down should happen, especially if the share price remains below $3 when it is time to sign the accounts.
Once the board, presumably prompted by Ernst and Young, admits it has blown up hundreds of millions on a value-destroying takeover, the questions will be asked as to why chairman John Skippen and CEO Andrew Grech still have their jobs?
The only problem being, is there anyone else out there who knows how to run a giant listed plaintiff law firm, the likes of which we've never seen before?
City of Melbourne update: QVM, audit transparency and minor portfolio reshuffle
As usual, there's plenty going on at City of Melbourne.
The Herald Sun is doing ridiculous beat-ups about councillors attending the Paris climate conference at the moment, even though News Corp itself had made all sorts of commitments about reducing its carbon foot print.
And after the Herald Sun beat-up and misrepresented council's position on cars in the city, we embarked on a modest portfolio re-alignment which sees Cr Ken Ong become the new deputy in Finance and Governance, Cr Rohan Leppert replace me as deputy chair of the planning portfolio while I replace Cr Richard Foster as deputy chair of the Transport portfolio.
We've got our final committee meeting for 2015 tomorrow night with this enormous 6 tower proposal in Southbank the most significant item on the agenda.
If it is built out as planned, council is likely to receive more than $10 million in open space contributions.
Next week's final full council meeting will see Citywide and Queen Victoria Market (QVM) bring comprehensive annual reports to an open council meeting for the first time.
Councillors intervened at the November council meeting to loosen the apron strings on QVM as it moves into what could be quite a disruptive renewal construction program.
Having extracted close to $100 million from QVM over the past 20 years, it is time to slow down that cash drain so more funds can be reinvested in the operations and capacity of the market.
Therefore, in approving the September quarter financial, councillors supported an amendment to forego almost $400,000 in budgeted licence fee payments that were due to be paid in December.
However, this is not a blank cheque for big spending as the resolution stressed that we expect QVM to deliver a larger than budgeted net profit overall in 2015-16.
Elsewhere, tomorrow is the last opportunity of the year for people to come along and ask a general question at the beginning or the end of our committee meeting.
And if you want to listen back to see how some of the committee meetings have opened with questions, go here.
Finally, check out this list of the 50-plus transparency reforms that City of Melbourne has implemented over the past 3 years, plus links to the 39 motions we've put up since late 2012. You'll notice that the last of these is being voted on tomorrow night and relates to whether we can bring some more transparency and information sharing to the great work that council's top secret audit committee does.
Tilt watch - contested elections in the offing
Having sat out all contested election opportunities in 2015, the question now is: what is the game plan for 2016?
On the increasingly frequently asked question of seeking another term at City of Melbourne, the answer is "probably", but it may depend on what else comes up. The problem with being a PPPP - a poorly paid part-time politician - is that it stops you from properly running a business or taking on a full-time job. Each election is also a 4 year sentence which is a long stretch in an increasingly agile, short-term work environment.
However, there is also a Federal election in 2016 and as a strong supporter of the new PM, I'm watching the anti-Turnbull antics of Abbott loyalist Kevin Andrews very closely.
As a constituent in his seat of Menzies, I was very serious and had lots of good feedback about this letter which appeared in The Manningham Leader in October:
Time for Kevin Andrews to retire gracefully
Kevin Andrews has been a good local member for 24 years but it was disappointing to see his sour approach to Cabinet renewal and the change of Prime Minister.
If he can't play a team game, then the Liberal Party should re-open the preselection for Menzies and seek a younger and preferably female alternative for the 2016 election who can support the Turnbull Government and contribute to a modern style of leadership in Canberra.
Manningham is a strong Liberal-voting area and residents want the Turnbull government to succeed, but it seems our local member is putting personal ambition and conservative ideology ahead of team considerations.
Finally in this edition's "tilt watch" segment, check out this comprehensive package on our 48 unsuccessful public company board tilts along with this list of the 20 most biased ballot papers we've seen from public companies facing a contested election.
Tap into ASA's excellent research lists (which need updating)
Any retail investor worth their salt should be a member of the Australian Shareholders' Association, although we're a bit worried at the moment that they are voting in favour of too many remuneration-related resolutions, as was outlined in this Crikey story last week.
The ASA website has an interesting range of research lists, some of which are member-only behind the paywall. Here are a few favourites, along with some gentle suggestions on where ASA should deploy its research resources post the AGM season:
Longest serving ASX 200 directors (needs updating)
New CEOs who embrace write-offs
Measuring independent chairs for "skin in the game" (based on March 2014 data, needs updating)
Capped SPPs which were then expanded
How retail investors do worse with separate bookbuilds (very interesting and recently updated)
The 100 most important remuneration protest votes (needs some 2014 and 2015 strikes added)
30-plus examples of where retail investors gathered 100 signatures (just need to add 2015 examples)
ASA published voting intentions reports free on its website in 2015. However, "subscribers" who merely give their details will get plenty of access to more material 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.
Fighting the pokies: will Xenophon target Kevin Andrews?
If you haven't yet seen the remarkable documentary Ka-Ching!, check it out here.
And what about gun anti pokies campaigner Nick Xenophon seeking to go national, running a team of candidates in next year's Federal election.
My local member Kevin Andrews was the Coalition's spokesman who lead the charge against pokies reform when Julia Gillard was prime minister. It would be good if Team Xenophon stood a candidate against him, as it is doing in Kelly O'Dwyer's seat of Higgins.
Senator Xenophon won't be a candidate in 2016 and in terms of winning, his most prospective candidate will be campaign manager and financial backer Stirling Griff, who will be number one on the South Australian Team Xenophon senate ticket. Check out this interesting InDaily profile on the former Vodafone shop operator.
Finally, listen to this campaign speech from the 2008 Woolworths AGM for a solid example of straight-talking pokies activism which has seemingly had little impact on our biggest pokies operators.
And try watching this 30 second anti-pokies ad made by Paul Bendat a few years ago featuring our daughter Alice, who was 6 at the time:
Keeping an eye on the directors club
We've got some great data on our website about AGMs, companies, capital raisings, directors and the like.
However, as we reflect on the still very staid directors club, do check out this Crikey story from January this year: Time for old white guys to shuffle off
The problem with old blokes sticking around on boards for too long is only getting worse.
For instance, it was disappointing to see David Crawford seek another three year term as Lend Lease chairman last month when he's been on the board for almost 15 years already.
Gerry Harvey is also showing no signs of adding any new or younger directors and then we've got that dinosaur Rob Millner blocking a credible female candidate in Elizabeth Crouch from busting into the all boys Brickworks board.
Finally, here are links to some interesting Mayne Report lists related to directors:
Surprising lack of protest votes against non-independent executive chairs
ASX-listed chairs rushed into the job from outside
Tracking tenure and gender balance of AFL club boards
Companies which tried to make it harder for outsiders to run for boards
What happens to directors in takeovers
Fighting for a fairer deal in capital raisings for retail shareholders
It has been somewhat of a lonely battle but here are links to 8 years worth of articles about how retail investors get ripped off by Australia's capital raising system.
I pitched a Takeovers Panel application at the ASA after this recent shocker from Cardno, but wasn't able to get them over the line.
It is good to see that PAITREOs are now the most popular option for ASX100 companies when raising capital and we are maintaining all of the data on their performance.
After Santos produced 50c less compensation for non-participating retail investors than what the institutions received, retail are now officially trailing instos 7-6 with 4 draws when measuring the different levels of compensation from the separate book builds in PAITREOs.
Still, that is far better than the old AREOs which produced a clear majority of inferior outcomes for retail investors.
It is most disappointing that some issuers are continuing to bowl up non-renounceable offers.
Spark Infrastructure was a real throw back with its 5-for-34 entitlement offer at $1.88 which was non-renounceable but offered retail investors a chance to apply for "overs" equivalent to 100% of their entitlement.
With the stock currently trading at $1.92, retail demand is not expected to be strong, so the under-writers and their unknown institutional clients will pick up plenty of stock, thereby diluting retail.
RACV blazes the trail on member benefits
The RACV remains Australia's most valuable mutual and it recently introduced an innovative new offer for its nearly 30,000 club members.
Starting last month, any club member now gets 50% off the retail price when staying at any of the RACV's open access resorts, which includes Noosa, Gold Coast, Hobart, Inverloch, Torquay, Cape Schanck, Cobram and the recently acquired Goldfields resort.
That's a great deal. Paula is now off the RACV board but well done to the board and management for coming up with this proposal.
A trip down memory lane on our Youtube channel
When The Mayne Report first launched in 2007 we were posting daily videos on our Youtube channel. Alas, the cost and time of in-house video production, plus the lack of any revenue, made this model unviable. Besides, daily videos weren't necessarily the best way to campaign for better corporate governance through shareholder activism. And words, not pictures, was our traditional strength.
In the end, it made more sense to channel our efforts into appearing on mainstream media video platforms. People watch Q&A, The Business and The Project.
However, when you look back at all the video we've got spanning our own productions, one-off interviews, profiles or lengthy interviews such as Nine's Sunday program or ABC TV's Talking Heads, the regular spot on Sky's Business View and webcasts of AGMs, it turns out we've got a rather large library of material, some of which is now available on our Youtube channel.
Here are links to some lively videos from our expansive archive:
Macquarie model a dead parrot
Video packages of battles with Rupert Murdoch
Speech about women on boards at Intelligence Squared debate in Melbourne
Skewering Col Allan on Channel Nine's Sunday program
Cracking a few bad jokes after OZ Minerals and Zinifex merger
How about a modest recurring donation to help keep us going?
The Mayne Report has accumulated net losses of almost $300,000 since it launched in October 2007. We moved to a free model in June 2009. It has been nice to receive more than $40,000 worth of donations over the past six years and if you fancy giving us a hand to help fund our activism and keep us going on the political and AGM circuit, just click on the image below:
Alternatively, if you don't like Paypal, donations can be transferred to our account at Westpac
Mayne Report Pty Ltd
BSB: 036 406
Account number: 130897
Or, you can send a cheque to PO Box 925, Templestowe 3106.
We recently received a $40 monthly recurring donation through Paypal which I assumed was a mistake. However, on querying the commitment, the donor responded as follows:
Hi Stephen,
Thanks for your note, and your humble response.
The background to this donation is all in the timing. This week I cancelled my News subscription because they killed off Climate Spectator (the only reason I would give Rupert money). Then shortly after that I read one of your stories in Crikey, and reasoned that I could put that same money to even better use by using it to support someone like yourself who is one of the few dedicated to shining a light on the practices of Rupert and so many other corporates that they would really like left unexposed. That's why I made it a recurring donation - it's really a subscription to you!
As to whether I will continue it - I am very happy to do so, but it also depends a little bit on your own plans. I understand your journalism, whether at Crikey or the Mayne Report, are slightly sporadic affairs based on your ability to fit them in with other commitments, but that doesn't worry me. I think your capacity to contribute to Australian society is far greater than simply through being a commentator, and I can see that you understand this too, by actually becoming a player in your local government stints at Manningham and Melbourne. It has given me satisfaction to see your skills, knowledge and vision growing over time, and your innovative approaches to current issues. I am really hoping you have some plans to move to a higher platform, so keep the money - it's a small drop in the bucket, and you can have it as long as I am working. If you save it up to help you to get to the US occasionally, then that's a perfectly worthy cause.
Should you decide that you would prefer a quiet life or to dedicate yourself to the family, then I'll find another worthwhile person or organisation to invest in. But in the meantime, if you are tilting at other windmills, keep me posted and I'm happy to help out further if I can.
Regards, name withheld
If anyone else wants to follow this lead with a modest monthly contribution through Paypal, just click here or the image below:
Heading to Sydney for Ten Network Holdings AGM
The next project we'd love to see supported by donors is a trip to Sydney for the AGM of Ten Network Holdings on December 16.
There are so many questions to ask, such as:
Who is going to be the Foxtel representative on the board and why are the Murdoch interests going to have 2 of the 6 directors when they only own 24% of the total stock?
Which of the existing three independent directors will be walking the plank to satisfy the Foxtel demand of a smaller board?
Why doesn't Ten maintain a majority of independent directors?
Why on earth do you persist with that awful Bolt Report which just spreads divisive bile and also gets flogged by Insiders in the ratings?
The Mayne Report Rich List and other favourite lists
BRW magazine used to do a great job with its various Australian Rich Lists but since the print version was closed, it has fallen away, as was explained in this Crikey story.
Back in the early days of The Mayne Report we broadened BRW's efforts to track any Australian who has ever been worth more than $10 million. We've got more than 1500 names with those who've fallen back below $10 million now italicised.
Meanwhile, here are links to some of our other favourite lists:
18 years of remuneration excesses by the Murdoch family
120 local govt councillors who made it into Parliament
The great honorary doctorates list
Prominent Australians who have sued for defamation
Claimed assets of companies at time of collapse
The great Australian cheque-book journalism list
Crikey yarns since last edition and full 10 year archive of contributions
Since Crikey was sold in March 2005, the freelance contributions to Australia's best known and longest running independent ezine have continued as follows:
2015: 100 stories so far
2014: 51 stories
2013: 19 stories
2012: 56 stories
2011: 71 stories
2010: 64 stories
2009: 50 stories
2008: 264 stories
2007: 354 stories
2006: 295 stories
2005: 257 stories
Here are links to the Crikey stories since our last Mayne Report edition on November 5:
Bradken directors resign to avoid formal defeat
Monday, November 9, 2015
Dad finally lets co-chairman Lachlan speak at a Murdoch family AGM
Friday, November 13, 2015
Billionaires running Ten show how not to treat retail shareholders - again
Monday, November 16, 2015
Regime change finally achieved at Cabcharge
Thursday, November 19, 2015
Appalling governance at Village Roadshow
Friday, November 20, 2015
Gerry Harvey set for another investor rebuff
Monday, November 23, 2015
Ranking the top 25 female directors in Australia
Tuesday, November 24, 2015
Transurban takes high ground raising capital, others regress
Wednesday, November 25, 2015
The 25 most noteworthy protest votes of the AGM season
Thursday, November 26, 2015
Bickering with Solomon Lew at Premier AGM
Monday, November 30, 2015
Will Westpac be punished for investor rip-off?
Thursday, December 3, 2015
Crescent Capital in appalling Cardno capital raising
Friday, December 4, 2015
Tales from the talk circuit
It wasn't planned this way, but I delivered the annual Kemsley Oration to the Victorian division of the Planning Institute of Australia last Monday and it ended up being a bit of a swansong after pivoting out of the deputy chair of planning post at City of Melbourne and moving into the Transport portfolio.
I've given about 500 speeches over the years, but less than 5 of these have been written and then read.
The Kemsley was one of those, so here is the full text if you're interested in some hard-hitting views about councils, councillors, planning, potential reforms and some more upbeat stuff about what has made Melbourne such a great success.
Meanwhile, click here to read feedback after some speeches and feel free to reply by email if you fancy an engagement or contact the crew at ICMI.
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From the member edition archive
If you're a relatively new Mayne Report reader, here are links to some of the more interesting email editions sent out over the past eight years.
2015 - 8 editions so far
AGM season, PAITREOs, pokies, MAV, Copyright, Piccinini sisters, ANZ carbon and transcripts
November 5, 2015
Global Integrity Summit, Macquarie, pokies, council update, AGM season and family news
October 12, 2015
Battling Slaters, a Stokes shocker, council, CBA litigation, ASA conference and RACV reforms
April 30, 2015
Tenth anniversary of Crikey sale, Aristocrat AGM, council transparency and then some
March 9, 2015
Why Ministers should support the Liberal leadership spill
Monday, February 9, 2015
2014 - 8 editions focused on back half of the year post ASA gig
Special edition on the Victorian election result
Sunday, November 30, 2014
Vic election, Herald Sun, Rupert votes, Tex, Xenophon and much morey
Sunday, November 23, 2014
Rupert AGMs, Cabcharge, Costello, Bolt, Ten and Victorian election
Sunday, November 16, 2014
CBA tilt, LA visit, Rupert AGMs, Cabcharge and state election
Wednesday, November 12, 2014
Cabcharge, donations for Rupert visit and governance reforms at City of Melbourne
Wednesday, November 5, 2014
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and Crown
Friday, September 20, 2014
We're back: inside a post-ASA election season blitz
Monday, September 15, 2014
2013 - 10 editions with 5 favourites below
Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013
Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013
ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013
ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013
Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 2013
2012 - only 9 editions given council and ASA commitments
Backing Rudd, Lachlan, Bob Brown media debate, Manningham governance, Gunns and St Kilda AGM
Monday, February 20, 2012
The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina, council super, BoQ rip-off and power speech
Wednesday, April 4, 2012
2011 - 21 editions but slowed down after elected to ASA board in May
Murdoch special, media inquiry, pokies, Manningham, Zara, secretive Shortenite crs and 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
2010 - 39 editions and last year with paid staff
Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much more
Saturday, October 23, 2010
DJs, women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt and Manningham council audio
August 3, 2010
Director rankings, Rio, Westfield, MAP, Manningham, Paatsch, state election, rich list, pokies and much more
June 9, 2010
Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List and Grand Prix
February 23, 2010
2009 - 40 editions but was slowed down by Manningham council
Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much more
November 9, 2009
News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009
Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin and hostile EGMs
September 15, 2009
Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies and AGM diary
July 28, 2009
2008 - 172 editions in our first and best full year of operation as the GFC hit and before we got overloaded at Manningham
71% backing at Centro, $11bn backing at BHP and huge Qantas protest
November 28, 2008
Combank's $700m ABC Learning debacle
November 13, 2008
Toll board skewered over $55m executive rort
October 30, 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 Listers
September 26, 2008
Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008
Owen Hegarty payout rolled, history is made
July 18, 2008
Great debate at the Babcock AGM
May 30, 2008
Our liveliest edition yet
Thursday, May 8, 2008
Burrows quits Fairfax, 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 spree
January 17, 2008
2007 - 15 editions as we launched shortly before running in Federal election
Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pm
How $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20am
Mayne family news
The family are all well. Paula is flat-out with her new job running the legal service at Intouch, a wonderful organisation that provides support to migrant women who are victims of family violence. Given the heightened profile of the issue at the moment, one of the challenges is securing enough on-going funding to cope with surging demand.
Paula is in Canberra at the moment at a family violence conference, so I've sneakily bought some standing room tickets for AC/DC tomorrow night and will be taking out eldest, Laura, and one of her friends. Paula doesn't normally read these missives so she may not know we're going. Here's hoping debate at tomorrow's committee meeting doesn't drag on too long.
Philip, 11, surprised and thrilled us by landing the 2016 school captain's gig at the local primary, following in the foot-steps of Laura three years earlier. And Alice took out the sports excellence award at her school.
We've also booked all the kids in for some intensive surf life saving programs over summer.
A revolution is under-way in girls sport and we're part of it with both Alice and Laura playing in an U15 mid-week girls cricket team, with dad as both coach and team manager. That's a lot more stressful than getting stuck into a billionaire at an AGM.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is an email newsletter and website which promotes 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.
Greetings for the first time since our last bumper email edition on November 5. If you'd rather not receive these occasional email newsletters, click here to unsubscribe. If you like it, send this URL to your friends. As you read through this edition you'll notice a lot more links to interesting material on our website, which have now been built into the email template.
Stand by huge Slater and Gordon write-down
For the past two Saturdays, Australia's biggest selling paper, Melbourne's Herald Sun, has lead the paper with the woes of embattled legal behemoth Slater and Gordon.
It has been strange news judgment because nothing special happened on the Friday before each splash and neither story took the yarn anywhere new. Indeed, the story on Saturday should probably have been that Slaters shares had recovered almost 40% over the course of the week. The stock opened a further 9c higher at $1.22 this morning before retreating again.
Yes, the shares have crashed and those institutions who backed the 2-for-3 entitlement offer at $6.37 in March, have seen most of that $890 million wiped out.
If Slaters hadn't gone over the top paying $1.3 billion in cash for UK business Quindell, the shares would probably be trading around $4 today and the company would still simultaneously be a good story for investors and the world's biggest listed law firm.
Instead, Slaters has become tabloid fodder, a disaster for investors and there are now serious questions about whether law firms should be listed on the public markets.
The most puzzling aspect of the Quindell acquisition was the board's agreement to pay 100% cash, thereby dramatically increasing the risk as borrowings soared to more than $600 million.
Slaters had pulled off more than a dozen acquisitions before Quindell and the vast majority had been funded by issuing shares and then locking in the key personnel.
This didn't happen with Quindell which has quickly become the most compelling example yet as to why Australian shareholders in acquiring companies listed on the ASX should be a given a vote on big deals.
That's a reform for Malcolm Turnbull to consider because shareholders are given veto rights on major acquisitions in many other jurisdictions like the UK and South Africa, but the powerful investment banks don't like it because it jeopardises major fee-paying transactions.
Paying too much for acquisitions is the most common way that ASX-listed companies have destroyed capital over the years, but there's never been an example quite like Quindell which at first was welcomed by investors before the sudden implosion, as has been documented in this Crikey coverage over the course of the year:
Have Slater and Gordon gone OTT with $1.2b UK takeover deal?
Monday, March 30, 2015
Aussie investors love Slaters UK plunge
Thursday, April 2, 2015
Slaters capital raising confirms unfair deal for retail investors
Friday, April 24, 2015
Slaters ducking for cover on capital raising for insiders
Monday, April 27, 2015
Why Slaters should have done a PAITREO capital raising
Tuesday, April 28, 2015
Slater and Gordon could face a class action
Thursday, July 2, 2015
In terms of what happens now, the situation is quite fluid. The tumbling share price will make it hard to retain and motivate staff and the publicity is clearly causing considerable brand damage.
The group's market capitalisation is now down to $400 million and personnel change is also underway. Bryce Houghton commenced as the new CFO last week and former Ernst and Young CEO and high powered liquidator James Millar has just joined the Slaters board and taken over as chairman of the audit committee.
The latest balance sheet presented on page 46 of the financial statements will be exercising Mr Millar's mind at the moment, along with his old colleagues at Ernst and Young who have now replaced boutique firm Pitcher Partners as the Slater and Gordon external auditor.
All of this sounds a bit like ABC Learning which was audited by Pitcher Partners but brought in Ernst and Young as it teetered in 2008. However, Eddie Groves and his fellow directors then never produced another set of accounts and ABC Learning collapsed still officially claiming to have net assets of $2.23 billion, the most of any failed company in Australian history, as this list shows.
The current Slaters balance sheet shows net debt of about $630 million, intangibles of $1.24 billion, which mainly reflects Quindell, work in progress of $553 million and net assets of $1.43 billion, which is more than $1 billion above the current market capitalisation.
The Herald Sun breathlessly reported on Saturday that Slaters may have paid $100 million too much for Quindell. Try $500 million, and then some, although much will depend on the UK legislative changes to be rolled out next year which Slaters will no doubt strongly resist on both sovereign risk and human rights grounds.
The pressure is now on Millar and his fellow independent directors to potentially over-rule the long-serving management duo of Andrew Grech and Ken Fowlie and admit they overpaid for Quindell. This should be done through a $500 million-plus write-down in February when the audited first half results are due for release.
One potential problem for Millar is his workload. It is hard to see how a Sydney-based director can come in cold to a complex Melbourne-based giant like Slaters and get on top of the opaque UK operations whilst at the time serving as chairman of three bodies – EFIC, Forestry NSW and the Smith Family – and a director of three other public companies: Fairfax Media, Macquarie Radio and Mirvac.
But with his old firm now on the job as external auditor and a new CFO in place as well, the Quindell write-down should happen, especially if the share price remains below $3 when it is time to sign the accounts.
Once the board, presumably prompted by Ernst and Young, admits it has blown up hundreds of millions on a value-destroying takeover, the questions will be asked as to why chairman John Skippen and CEO Andrew Grech still have their jobs?
The only problem being, is there anyone else out there who knows how to run a giant listed plaintiff law firm, the likes of which we've never seen before?
City of Melbourne update: QVM, audit transparency and minor portfolio reshuffle
As usual, there's plenty going on at City of Melbourne.
The Herald Sun is doing ridiculous beat-ups about councillors attending the Paris climate conference at the moment, even though News Corp itself had made all sorts of commitments about reducing its carbon foot print.
And after the Herald Sun beat-up and misrepresented council's position on cars in the city, we embarked on a modest portfolio re-alignment which sees Cr Ken Ong become the new deputy in Finance and Governance, Cr Rohan Leppert replace me as deputy chair of the planning portfolio while I replace Cr Richard Foster as deputy chair of the Transport portfolio.
We've got our final committee meeting for 2015 tomorrow night with this enormous 6 tower proposal in Southbank the most significant item on the agenda.
If it is built out as planned, council is likely to receive more than $10 million in open space contributions.
Next week's final full council meeting will see Citywide and Queen Victoria Market (QVM) bring comprehensive annual reports to an open council meeting for the first time.
Councillors intervened at the November council meeting to loosen the apron strings on QVM as it moves into what could be quite a disruptive renewal construction program.
Having extracted close to $100 million from QVM over the past 20 years, it is time to slow down that cash drain so more funds can be reinvested in the operations and capacity of the market.
Therefore, in approving the September quarter financial, councillors supported an amendment to forego almost $400,000 in budgeted licence fee payments that were due to be paid in December.
However, this is not a blank cheque for big spending as the resolution stressed that we expect QVM to deliver a larger than budgeted net profit overall in 2015-16.
Elsewhere, tomorrow is the last opportunity of the year for people to come along and ask a general question at the beginning or the end of our committee meeting.
And if you want to listen back to see how some of the committee meetings have opened with questions, go here.
Finally, check out this list of the 50-plus transparency reforms that City of Melbourne has implemented over the past 3 years, plus links to the 39 motions we've put up since late 2012. You'll notice that the last of these is being voted on tomorrow night and relates to whether we can bring some more transparency and information sharing to the great work that council's top secret audit committee does.
Tilt watch - contested elections in the offing
Having sat out all contested election opportunities in 2015, the question now is: what is the game plan for 2016?
On the increasingly frequently asked question of seeking another term at City of Melbourne, the answer is "probably", but it may depend on what else comes up. The problem with being a PPPP - a poorly paid part-time politician - is that it stops you from properly running a business or taking on a full-time job. Each election is also a 4 year sentence which is a long stretch in an increasingly agile, short-term work environment.
However, there is also a Federal election in 2016 and as a strong supporter of the new PM, I'm watching the anti-Turnbull antics of Abbott loyalist Kevin Andrews very closely.
As a constituent in his seat of Menzies, I was very serious and had lots of good feedback about this letter which appeared in The Manningham Leader in October:
Time for Kevin Andrews to retire gracefully
Kevin Andrews has been a good local member for 24 years but it was disappointing to see his sour approach to Cabinet renewal and the change of Prime Minister.
If he can't play a team game, then the Liberal Party should re-open the preselection for Menzies and seek a younger and preferably female alternative for the 2016 election who can support the Turnbull Government and contribute to a modern style of leadership in Canberra.
Manningham is a strong Liberal-voting area and residents want the Turnbull government to succeed, but it seems our local member is putting personal ambition and conservative ideology ahead of team considerations.
Finally in this edition's "tilt watch" segment, check out this comprehensive package on our 48 unsuccessful public company board tilts along with this list of the 20 most biased ballot papers we've seen from public companies facing a contested election.
Tap into ASA's excellent research lists (which need updating)
Any retail investor worth their salt should be a member of the Australian Shareholders' Association, although we're a bit worried at the moment that they are voting in favour of too many remuneration-related resolutions, as was outlined in this Crikey story last week.
The ASA website has an interesting range of research lists, some of which are member-only behind the paywall. Here are a few favourites, along with some gentle suggestions on where ASA should deploy its research resources post the AGM season:
Longest serving ASX 200 directors (needs updating)
New CEOs who embrace write-offs
Measuring independent chairs for "skin in the game" (based on March 2014 data, needs updating)
Capped SPPs which were then expanded
How retail investors do worse with separate bookbuilds (very interesting and recently updated)
The 100 most important remuneration protest votes (needs some 2014 and 2015 strikes added)
30-plus examples of where retail investors gathered 100 signatures (just need to add 2015 examples)
ASA published voting intentions reports free on its website in 2015. However, "subscribers" who merely give their details will get plenty of access to more material 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.
Fighting the pokies: will Xenophon target Kevin Andrews?
If you haven't yet seen the remarkable documentary Ka-Ching!, check it out here.
And what about gun anti pokies campaigner Nick Xenophon seeking to go national, running a team of candidates in next year's Federal election.
My local member Kevin Andrews was the Coalition's spokesman who lead the charge against pokies reform when Julia Gillard was prime minister. It would be good if Team Xenophon stood a candidate against him, as it is doing in Kelly O'Dwyer's seat of Higgins.
Senator Xenophon won't be a candidate in 2016 and in terms of winning, his most prospective candidate will be campaign manager and financial backer Stirling Griff, who will be number one on the South Australian Team Xenophon senate ticket. Check out this interesting InDaily profile on the former Vodafone shop operator.
Finally, listen to this campaign speech from the 2008 Woolworths AGM for a solid example of straight-talking pokies activism which has seemingly had little impact on our biggest pokies operators.
And try watching this 30 second anti-pokies ad made by Paul Bendat a few years ago featuring our daughter Alice, who was 6 at the time:
Keeping an eye on the directors club
We've got some great data on our website about AGMs, companies, capital raisings, directors and the like.
However, as we reflect on the still very staid directors club, do check out this Crikey story from January this year: Time for old white guys to shuffle off
The problem with old blokes sticking around on boards for too long is only getting worse.
For instance, it was disappointing to see David Crawford seek another three year term as Lend Lease chairman last month when he's been on the board for almost 15 years already.
Gerry Harvey is also showing no signs of adding any new or younger directors and then we've got that dinosaur Rob Millner blocking a credible female candidate in Elizabeth Crouch from busting into the all boys Brickworks board.
Finally, here are links to some interesting Mayne Report lists related to directors:
Surprising lack of protest votes against non-independent executive chairs
ASX-listed chairs rushed into the job from outside
Tracking tenure and gender balance of AFL club boards
Companies which tried to make it harder for outsiders to run for boards
What happens to directors in takeovers
Fighting for a fairer deal in capital raisings for retail shareholders
It has been somewhat of a lonely battle but here are links to 8 years worth of articles about how retail investors get ripped off by Australia's capital raising system.
I pitched a Takeovers Panel application at the ASA after this recent shocker from Cardno, but wasn't able to get them over the line.
It is good to see that PAITREOs are now the most popular option for ASX100 companies when raising capital and we are maintaining all of the data on their performance.
After Santos produced 50c less compensation for non-participating retail investors than what the institutions received, retail are now officially trailing instos 7-6 with 4 draws when measuring the different levels of compensation from the separate book builds in PAITREOs.
Still, that is far better than the old AREOs which produced a clear majority of inferior outcomes for retail investors.
It is most disappointing that some issuers are continuing to bowl up non-renounceable offers.
Spark Infrastructure was a real throw back with its 5-for-34 entitlement offer at $1.88 which was non-renounceable but offered retail investors a chance to apply for "overs" equivalent to 100% of their entitlement.
With the stock currently trading at $1.92, retail demand is not expected to be strong, so the under-writers and their unknown institutional clients will pick up plenty of stock, thereby diluting retail.
RACV blazes the trail on member benefits
The RACV remains Australia's most valuable mutual and it recently introduced an innovative new offer for its nearly 30,000 club members.
Starting last month, any club member now gets 50% off the retail price when staying at any of the RACV's open access resorts, which includes Noosa, Gold Coast, Hobart, Inverloch, Torquay, Cape Schanck, Cobram and the recently acquired Goldfields resort.
That's a great deal. Paula is now off the RACV board but well done to the board and management for coming up with this proposal.
A trip down memory lane on our Youtube channel
When The Mayne Report first launched in 2007 we were posting daily videos on our Youtube channel. Alas, the cost and time of in-house video production, plus the lack of any revenue, made this model unviable. Besides, daily videos weren't necessarily the best way to campaign for better corporate governance through shareholder activism. And words, not pictures, was our traditional strength.
In the end, it made more sense to channel our efforts into appearing on mainstream media video platforms. People watch Q&A, The Business and The Project.
However, when you look back at all the video we've got spanning our own productions, one-off interviews, profiles or lengthy interviews such as Nine's Sunday program or ABC TV's Talking Heads, the regular spot on Sky's Business View and webcasts of AGMs, it turns out we've got a rather large library of material, some of which is now available on our Youtube channel.
Here are links to some lively videos from our expansive archive:
Macquarie model a dead parrot
Video packages of battles with Rupert Murdoch
Speech about women on boards at Intelligence Squared debate in Melbourne
Skewering Col Allan on Channel Nine's Sunday program
Cracking a few bad jokes after OZ Minerals and Zinifex merger
How about a modest recurring donation to help keep us going?
The Mayne Report has accumulated net losses of almost $300,000 since it launched in October 2007. We moved to a free model in June 2009. It has been nice to receive more than $40,000 worth of donations over the past six years and if you fancy giving us a hand to help fund our activism and keep us going on the political and AGM circuit, just click on the image below:
Alternatively, if you don't like Paypal, donations can be transferred to our account at Westpac
Mayne Report Pty Ltd
BSB: 036 406
Account number: 130897
Or, you can send a cheque to PO Box 925, Templestowe 3106.
We recently received a $40 monthly recurring donation through Paypal which I assumed was a mistake. However, on querying the commitment, the donor responded as follows:
Hi Stephen,
Thanks for your note, and your humble response.
The background to this donation is all in the timing. This week I cancelled my News subscription because they killed off Climate Spectator (the only reason I would give Rupert money). Then shortly after that I read one of your stories in Crikey, and reasoned that I could put that same money to even better use by using it to support someone like yourself who is one of the few dedicated to shining a light on the practices of Rupert and so many other corporates that they would really like left unexposed. That's why I made it a recurring donation - it's really a subscription to you!
As to whether I will continue it - I am very happy to do so, but it also depends a little bit on your own plans. I understand your journalism, whether at Crikey or the Mayne Report, are slightly sporadic affairs based on your ability to fit them in with other commitments, but that doesn't worry me. I think your capacity to contribute to Australian society is far greater than simply through being a commentator, and I can see that you understand this too, by actually becoming a player in your local government stints at Manningham and Melbourne. It has given me satisfaction to see your skills, knowledge and vision growing over time, and your innovative approaches to current issues. I am really hoping you have some plans to move to a higher platform, so keep the money - it's a small drop in the bucket, and you can have it as long as I am working. If you save it up to help you to get to the US occasionally, then that's a perfectly worthy cause.
Should you decide that you would prefer a quiet life or to dedicate yourself to the family, then I'll find another worthwhile person or organisation to invest in. But in the meantime, if you are tilting at other windmills, keep me posted and I'm happy to help out further if I can.
Regards, name withheld
If anyone else wants to follow this lead with a modest monthly contribution through Paypal, just click here or the image below:
Heading to Sydney for Ten Network Holdings AGM
The next project we'd love to see supported by donors is a trip to Sydney for the AGM of Ten Network Holdings on December 16.
There are so many questions to ask, such as:
Who is going to be the Foxtel representative on the board and why are the Murdoch interests going to have 2 of the 6 directors when they only own 24% of the total stock?
Which of the existing three independent directors will be walking the plank to satisfy the Foxtel demand of a smaller board?
Why doesn't Ten maintain a majority of independent directors?
Why on earth do you persist with that awful Bolt Report which just spreads divisive bile and also gets flogged by Insiders in the ratings?
The Mayne Report Rich List and other favourite lists
BRW magazine used to do a great job with its various Australian Rich Lists but since the print version was closed, it has fallen away, as was explained in this Crikey story.
Back in the early days of The Mayne Report we broadened BRW's efforts to track any Australian who has ever been worth more than $10 million. We've got more than 1500 names with those who've fallen back below $10 million now italicised.
Meanwhile, here are links to some of our other favourite lists:
18 years of remuneration excesses by the Murdoch family
120 local govt councillors who made it into Parliament
The great honorary doctorates list
Prominent Australians who have sued for defamation
Claimed assets of companies at time of collapse
The great Australian cheque-book journalism list
Crikey yarns since last edition and full 10 year archive of contributions
Since Crikey was sold in March 2005, the freelance contributions to Australia's best known and longest running independent ezine have continued as follows:
2015: 100 stories so far
2014: 51 stories
2013: 19 stories
2012: 56 stories
2011: 71 stories
2010: 64 stories
2009: 50 stories
2008: 264 stories
2007: 354 stories
2006: 295 stories
2005: 257 stories
Here are links to the Crikey stories since our last Mayne Report edition on November 5:
Bradken directors resign to avoid formal defeat
Monday, November 9, 2015
Dad finally lets co-chairman Lachlan speak at a Murdoch family AGM
Friday, November 13, 2015
Billionaires running Ten show how not to treat retail shareholders - again
Monday, November 16, 2015
Regime change finally achieved at Cabcharge
Thursday, November 19, 2015
Appalling governance at Village Roadshow
Friday, November 20, 2015
Gerry Harvey set for another investor rebuff
Monday, November 23, 2015
Ranking the top 25 female directors in Australia
Tuesday, November 24, 2015
Transurban takes high ground raising capital, others regress
Wednesday, November 25, 2015
The 25 most noteworthy protest votes of the AGM season
Thursday, November 26, 2015
Bickering with Solomon Lew at Premier AGM
Monday, November 30, 2015
Will Westpac be punished for investor rip-off?
Thursday, December 3, 2015
Crescent Capital in appalling Cardno capital raising
Friday, December 4, 2015
Tales from the talk circuit
It wasn't planned this way, but I delivered the annual Kemsley Oration to the Victorian division of the Planning Institute of Australia last Monday and it ended up being a bit of a swansong after pivoting out of the deputy chair of planning post at City of Melbourne and moving into the Transport portfolio.
I've given about 500 speeches over the years, but less than 5 of these have been written and then read.
The Kemsley was one of those, so here is the full text if you're interested in some hard-hitting views about councils, councillors, planning, potential reforms and some more upbeat stuff about what has made Melbourne such a great success.
Meanwhile, click here to read feedback after some speeches and feel free to reply by email if you fancy an engagement or contact the crew at ICMI.
Sign up for campaign and governance Tweets
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From the member edition archive
If you're a relatively new Mayne Report reader, here are links to some of the more interesting email editions sent out over the past eight years.
2015 - 8 editions so far
AGM season, PAITREOs, pokies, MAV, Copyright, Piccinini sisters, ANZ carbon and transcripts
November 5, 2015
Global Integrity Summit, Macquarie, pokies, council update, AGM season and family news
October 12, 2015
Battling Slaters, a Stokes shocker, council, CBA litigation, ASA conference and RACV reforms
April 30, 2015
Tenth anniversary of Crikey sale, Aristocrat AGM, council transparency and then some
March 9, 2015
Why Ministers should support the Liberal leadership spill
Monday, February 9, 2015
2014 - 8 editions focused on back half of the year post ASA gig
Special edition on the Victorian election result
Sunday, November 30, 2014
Vic election, Herald Sun, Rupert votes, Tex, Xenophon and much morey
Sunday, November 23, 2014
Rupert AGMs, Cabcharge, Costello, Bolt, Ten and Victorian election
Sunday, November 16, 2014
CBA tilt, LA visit, Rupert AGMs, Cabcharge and state election
Wednesday, November 12, 2014
Cabcharge, donations for Rupert visit and governance reforms at City of Melbourne
Wednesday, November 5, 2014
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and Crown
Friday, September 20, 2014
We're back: inside a post-ASA election season blitz
Monday, September 15, 2014
2013 - 10 editions with 5 favourites below
Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013
Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013
ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013
ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013
Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 2013
2012 - only 9 editions given council and ASA commitments
Backing Rudd, Lachlan, Bob Brown media debate, Manningham governance, Gunns and St Kilda AGM
Monday, February 20, 2012
The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina, council super, BoQ rip-off and power speech
Wednesday, April 4, 2012
2011 - 21 editions but slowed down after elected to ASA board in May
Murdoch special, media inquiry, pokies, Manningham, Zara, secretive Shortenite crs and 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
2010 - 39 editions and last year with paid staff
Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much more
Saturday, October 23, 2010
DJs, women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt and Manningham council audio
August 3, 2010
Director rankings, Rio, Westfield, MAP, Manningham, Paatsch, state election, rich list, pokies and much more
June 9, 2010
Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List and Grand Prix
February 23, 2010
2009 - 40 editions but was slowed down by Manningham council
Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much more
November 9, 2009
News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009
Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin and hostile EGMs
September 15, 2009
Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies and AGM diary
July 28, 2009
2008 - 172 editions in our first and best full year of operation as the GFC hit and before we got overloaded at Manningham
71% backing at Centro, $11bn backing at BHP and huge Qantas protest
November 28, 2008
Combank's $700m ABC Learning debacle
November 13, 2008
Toll board skewered over $55m executive rort
October 30, 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 Listers
September 26, 2008
Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008
Owen Hegarty payout rolled, history is made
July 18, 2008
Great debate at the Babcock AGM
May 30, 2008
Our liveliest edition yet
Thursday, May 8, 2008
Burrows quits Fairfax, 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 spree
January 17, 2008
2007 - 15 editions as we launched shortly before running in Federal election
Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pm
How $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20am
Mayne family news
The family are all well. Paula is flat-out with her new job running the legal service at Intouch, a wonderful organisation that provides support to migrant women who are victims of family violence. Given the heightened profile of the issue at the moment, one of the challenges is securing enough on-going funding to cope with surging demand.
Paula is in Canberra at the moment at a family violence conference, so I've sneakily bought some standing room tickets for AC/DC tomorrow night and will be taking out eldest, Laura, and one of her friends. Paula doesn't normally read these missives so she may not know we're going. Here's hoping debate at tomorrow's committee meeting doesn't drag on too long.
Philip, 11, surprised and thrilled us by landing the 2016 school captain's gig at the local primary, following in the foot-steps of Laura three years earlier. And Alice took out the sports excellence award at her school.
We've also booked all the kids in for some intensive surf life saving programs over summer.
A revolution is under-way in girls sport and we're part of it with both Alice and Laura playing in an U15 mid-week girls cricket team, with dad as both coach and team manager. That's a lot more stressful than getting stuck into a billionaire at an AGM.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is an email newsletter and website which promotes 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.
Global Integrity Summit, AGM season, council update, pokies, Macquarie capital raise, Perth Lord Mayor and some family news
Dear Mayne Report readers,
Greetings for the first time since our last bumper email edition on April 30. If you'd rather not receive these increasingly rare email newsletters, click here to unsubscribe.
Griffith University and the Global Integrity Summit
It should be an interesting Tuesday and Wednesday in Brisbane this week as Griffith University pulls together its ambitious Global Integrity Summit. Tickets are still available.
There is a fascinating array of speakers and topics up for discussion. For instance, the first day is framed as "The Big Picture" with an opening keynote from Human Rights Commissioner Prof Gillian Triggs, who will be joined later in the day for a panel discussion about surveillance including Bret Walker SC, the Inaugural Independent National Security Legislation Monitor from 2011-2014. The Drum's host Steve Cannane will no doubt enjoy firing off plenty of questions as chair of this session.
I'm doing a day one Madonna King-chaired panel on press freedom with Maxine McKew, cartoonist Michael Leunig and The Australian's Queensland editor Shane Rodgers.
Day two is framed as The Integrity Roundtable and has a more international flavour. I'm doing an infrastructure panel with Nicholas Gruen and then will be chairing a corruption discussion with a lively panel comprising:
For those who ask, I'm now describing City of Melbourne as a Camelot council. Melbourne is going well and we've got a good and diverse range of councillors supported by excellent staff. Sure, there are always issues, but from a governance and transparency point of view we are blazing the trail like never before.
How so? Check out this comprehensive list of 48 different transparency, disclosure or governance reforms and initiatives that have been implemented over the past three years.
The word seems to be spreading as the race to be the next Lord Mayor of Perth even included a column in The West Australian from one of the two candidates last Saturday out-lining how Perth should adopt many of Melbourne's transparency practices.
However, there are always improvements that can be made on the transparency front.
City of Melbourne's 2014-15 annual report was released online recently and on page 72 it disclosed that the number of confidential items dealt with at Council or Committee meetings jumped from 25% or 85 in 2013-14, to 115 or 28% in 2014-15.
This spike is partly due to the $250 million renewal of the Queen Victoria Market.
Councillors voted blindly and confidentially at a special meeting earlier this month to short-list 5 un-named developers to joint venture on the car park and community infrastructure component, although we did agree to release this press statement after the event.
It has only been by reading the newspapers that we've found out who some of the short-listed bidders, although that assumes accurate journalism.
It was The Weekend Australian which first claimed that Grocon, Mirvac and CBUS were on the shortlist and then The Australian subsequently added Sydney billionaire Lang Walker into the mix.
Who is the fifth? As chair of the Finance and Governance committee at City of Melbourne, no one is telling me or any other councillor. Is this the way it should be?
When struggling to access information internally, one of the fastest ways home is to put up a motion calling for public disclosure of the information at hand. This way councillors find out stuff at the same time as the public.
A motion calling for the five short-listed parties to be publically named is planned for the October council meeting.
Transparency candidate firms as the new Lord Mayor of Perth
There is a two horse race underway for the Lord Mayoral role in Perth at the moment with long-serving incumbent Lisa Scaffidi being challenged by 28-year-old independent councillor Reece Harley.
If you like sub-scale tiddler councils, Perth is about as small as it gets in the mainland capitals with just 11,000 voters including 8000 residents and 3000 property and business owners who must be on the state electoral roll. Foreigners or east coasters with businesses or investment in the Perth CBD don't get a look in with this parochial system.
Whilst City of Melbourne has 120,000 residents spread across 37 square kilometres, City of Perth is just 8 square kilometres and is focused very much around the central business district, which tends to lose energy in the evenings when workers return to the suburbs.
Ballots went out at the beginning of October with a 150 word statement from each candidate and postal voting closes at the end of this week.
Given that the wealthy property owner Lisa Scaffidi has already served 8 years as mayor and almost 20 years on council, there is a sense that the energetic challenger just may pull off an upset.
Harley topped the polls when first elected in 2013 and knows the city intimately from having run small bar walking tours of Perth for many years.
Scaffidi has suffered negative publicity this year after a US corruption probe unveiled the fact she failed to declare a $16,000 junket provided by BHP Billiton which took her to the Beijing Olympics in 2008.
A local publication has also been running hard on some disclosure and complaints issues around the lord mayor's ownership of a major backpackers facility in central Perth.
Her property developer husband has also become embroiled in some untidy Supreme Court litigation involving loans to a family trust.
Interestingly, Cr Harley is running hard on a transparency agenda, which you don't often see in local government.
He is telling any journalist who will listen that the majority of Perth's long serving councillors (including a Julie Bishop electorate officer) continue to support City of Perth policy 1.9 which prohibits Councillors from providing “comment to members of the media on Council decisions or activities.” We need an Andrew Bolt campaign on free speech with this one as failure to comply can result in serious penalties. Talk about gagging politicians!
Cr Harley is the only existing Perth Councillor who hasn't dipped in to the $13,000 annual clothing allowance, which is on top of the $30,000 annual stipend councillors receive. This clothing fund can't be used for more worthy causes such as writing letters to voters. Truly!
He is also promising to promote City of Melbourne-style transparency with a range of searchable registers being placed on the currently uninformative City of Perth website.
Check out this informative News Corp feature on Harley, whose campaign received a major boost this week after the incumbent Lord Mayor was found guilty of "serious misconduct" by the WA Corruption and Crime commission.
Check out the full CCC report on those inappropriate undisclosed gifts here.
How fairly will Macquarie treat its retail shareholders?
The campaign for better treatment of retail investors in capital raisings continues.
Another letter will be going off to Macquarie Group this week after they once again refused to do a pro-rata raising and went with the placement-SPP combination to help fund the $8.2 billion purchase of Esanda last week.
That said, I've never before seen a placement go off at a premium to the previous closing price so congratulations to Macquarie for persuading investors to pay $80 a share in the $400 million placement when the closing price on Wednesday night before the trading halt was $77.84.
Here is the full history of Macquarie in terms of ordinary capital raisings over the past decade:
May-June 2006
A $700 million placement at $66 a share, which was followed by an uncapped $5000 Share Purchase Plan (SPP) for retail with a fixed price and no VWAP (Volume Weighted Average Price) alternative which only raised $9 million.
May-June 2007
A $750 million placement at $87 a share, which was followed by an uncapped $5000 SPP at a fixed price of $87 a share with no VWAP alternative pricing which raised $79.4 million.
May-June 2009
A $540 million placement at $26.60. Retail investors were offered a 5% discount to VWAP in the subsequent $15,000 SPP which didn't come into play as 55,000 investors took up $669 million worth of new shares at $26.60. The offer was uncapped and not scaled back, so it was a rare example of the retail class diluting institutions.
February-March 2014
A $500 million placement at $73.50. Retail investors offered a $10,000 SPP at the placement price of $73.50 or a 1% discount to VWAP which went at the placement price and raised $170 million with no scale back.
October-November 2015
A $400 million placement at $80 but just what will retail investors be offered in the coming Share Purchase Plan?
Retail investors were collectively diluted by the earlier SPP this year as only 18,000 participated and they were restricted to just $10,000 when more than 90% of SPPs these days are for the maximum $15,000 permitted.
Therefore, the Macquarie board should clearly go for an uncapped $15,000 SPP at $80, which leaves the only outstanding question being the VWAP-linked pricing alternative.
Small cap listed investment company Mirrabooka announced an SPP last week which will be priced at a 10% discount to VWAP. This is clearly too much for Macquarie but 1% was a bit skinny last time, especially when you consider the Millionaire Factory offered a 5% VWAP discount in 2009.
Over the past 18 months, here are some of the other VWAP discounts offered by ASX 200 companies:
GPT: 3%
Ansell: 2.5%
IAG: 2%
DUET: 2.5%
Surely Macquarie can do better than 1% given the way it has diluted retail investors in 4 of its 5 capital raisings over the past decade. I'd be happy with 2%, but it may all be academic with Macquarie shares up again today to $81.85. If this holds the SPP will be priced at $80 and then the question shifts to whether it is pitched at $15,000 and whether they apply any cap on the overall raising.
Tap into ASA's excellent research lists
Any retail investor worth their salt should be a member of the Australian Shareholders' Association and it was good to see the Herald Sun spell out the role played by the ASA in Saturday's paper. The ASA website has an interesting series of research lists, some of which are member-only behind the paywall. Here are a few favourites:
Longest serving ASX 200 directors
New CEOs who embrace write-offs
Biggest protest votes against directors in 2013
Measuring independent chairs for "skin in the game"
Capped SPPs which were then expanded
How retail investors do worse with separate bookbuilds
The 100 most important remuneration protest votes
31 examples of where retail investors gathered 100 signatures
ASA does not publish voting intentions reports free on its website. However, "subscribers" who merely give their details will 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.
Garrett blows open pokies debate
Wow, didn't 7.30 have a fascinating story last week about Peter Garrett trying to recant his interview with a documentary team where he claimed to have received cash from the pokies industry when lining up with the NSW ALP.
The former Garrett staffer turned CBA spin doctor Kate Pasterfield is said to be the central player in how Garrett came to be taking two very different positions.
Kevin Rudd was right when he denounced the NSW Right as having their moral epicentre entwined with the gambling industry, best illustrated by the way casino billionaire James Packer hired Karl Bitar and Mark Arbib after they exited politics.
However, with Sydney Labor now out of office at all levels of government with the exception of a handful of suburban councils, the post-Obeid Labor Party machine in Sussex Street may yet develop some sounder ethical foundations.
It will be interesting to see how they respond to the upcoming documentary Ka-ching! Pokie Nation, which is being broadcast on the ABC in coming weeks.
All the rumblings suggest the doco pulls no punches and will turn the focus directly onto the evils of the addictive machines themselves, as opposed to the people and institutions who profit from them.
It is good to see the Municipal Association of Victoria getting on board the anti-pokies push which will be given renewed momentum by the airing of what could become the best known work of the late Neil Lawrence.
Finally, check out this 30 second anti-pokies ad made by Paul Bendat a few years ago featuring our daughter Alice, who was 6 at the time:
AGM season preview
The AGM season has got off to a pretty quiet start and at this stage we are not planning any travel, so Rupert Murdoch is scoring a year off.
After last year's logistically helpful back to back meetings for News Corp and 21st Century Fox in LA, Rupert has put some space and time between them this year with News Corp's AGM being held in New York on Wednesday (October 14) and 21st Century Fox in LA on November 12.
News Corp will be particularly interesting with another shareholder resolution proposing an end to the dual class voting structure. The United Nations Principles for Responsible Investment group sent out an update to members on Friday urging support for the resolution in the following terms:
"The Nathan Cummings Foundation and Hermes EOS are requesting signatories vote in favour of a resolution at News Corporation, calling on the company to take steps toward adopting a recapitalisation plan that would eliminate its dual-class capital structure. Dual-class structures can distort incentives and increase agency costs, and are also associated with poorer company performance."
Transurban's AGM is on now but I won't get there given travel commitments to Brisbane. So far this season, I've only made it to last week's Mirrabooka AGM to push for a first ever female director along with more fairness in capital raisings. Chairman Terry Campbell doubted he'd appoint a first female in time for next year's AGM so we're in the market for a female candidate to nominate and give them a hurry up.
Ansell proved quite interesting last week when the remuneration report generated a first strike and the CEO's incentive grant was easily defeated, which might explain why the voting results weren't lodged with the ASX until 2.33pm on the day after the AGM.
In terms of big votes against non-independent directors, Sonic Healthcare have been right up there in recent years, which might explain why they finally announced this board succession plan last month which saw chairman Peter Campbell and another veteran colleague agree to depart at the AGM after a combined 38 years of service. This shuffle will see it just a achieve a majority of independent directors with 4, who will balance the 3 remaining executive directors. Don't be surprised if the execs continue to attract big protest votes as they don't all need to be on the board.
The ASA has introduced an excellent new feature on its public website which gives details of the major upcoming AGMs it will be attending. Check them out and try to get along to a few as attendances have been dropping in recent years.
Donate to help fund some interstate AGMs
This missus won't permit interstate AGM travel these days unless they are funded by donations. If anyone fancies making a contribution, I'd like to attend these interesting Sydney AGMs in the coming weeks:
Fairfax Media: November 5 in Sydney and a good chance to welcome new chairman Nick Falloon.
Slater + Gordon: After giving them a good work out last year, the troubled Melbourne-based company has scurried off to Sydney for its AGM on November 19. Lots of questions to ask about this $1.3 billion Quindell acquisition in the UK.
Seven Group Holdings, Cabcharge and DUET Group: All three AGMs are in Sydney on Wednesday, November 18. Cabcharge has still not expunged the influence of Reg Kermode loyalists and DUET has the worst record in the ASX 200 when it come to doing institutional placements rather than pro rata capital raisings. Seven Group is interesting as Kerry Stokes has still not properly explained the oil and gas strategy which has so far delivered losses exceeding $100 million.
The Mayne Report has received more than $30,000 worth of donations over the past five years and if you fancy giving us a hand to help fund our attendance at the AGMs listed above (please cite your highest priority if possible), just click on the image below:
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44 Crikey yarns since last Mayne Report email edition
Apologies there has been no full service Mayne Report email edition since April 30. This is partly because the journalistic efforts have going into regular Crikey stories. Below are the links to all 44 Crikey contributions over the past five months:
Transurban cashes in suckering governments to buy now pay later
Monday, May 4, 2015
NAB shows Slaters, Stokes and Gerry Harvey how to do a capital raising
Friday, May 8, 2015
Companies which withdraw resolutions rather than face defeat
Monday, May 25, 2015
Herald Sun editor demonstrates anti-free speech culture
Wednesday, May 27, 2015
Stokes dilutes retail investors, lifts Seven stake by 6%
Wednesday, June 3, 2015
Macquarie board tilt related to better treatment of retail shareholders
Thursday, June 4, 2015
NAB shows everyone how to do a fair capital raising
Friday, June 5, 2015
ALGA shows disdain for governance and transparency
Wednesday, June 10, 2015
Inside the blokey Murdoch family succession plans
Friday, June 12, 2015
Eddington missing in action over secretive Murdoch nepotism
Thursday, June 18, 2015
Coalition jellybacks cave in to self-serving media oligarchs
Friday, June 19, 2015
Murdoch entrenches poison pill, shafts shareholder democracy
Friday, June 19, 2015
Why doesn't The OZ editorialise against Rupert's shareholder restrictions and market rigging?
Monday, June 22, 2015
Stokes forgives Kennett's anti-media past and indifferent public company record
Thursday, June 25, 2015
In support of governance reforms at super funds
Monday, June 29, 2015
Slater and Gordon could face a class action
Thursday, July 2, 2015
Time for citizen jury to sort out industry fund governance
Friday, July 3, 2015
The battle for greater political transparency
Monday, July 13, 2015
Macquarie stacks the deck against outside board challenger
Tuesday, July 14, 2015
Is Melbourne going to kill car share?
Friday, July 17, 2015
Another move by director's club to block board challengers
Monday, July 20, 2015
Macquarie hypocritically complains about excessive compliance costs
Friday, July 24, 2015
Pro bono piece on public sector enterprise agreements
Monday, July 27, 2015
Shareholder rights coming into focus
Thursday, July 30, 2015
Business brief on outcome of shareholder rights case
Friday, July 31, 2015
Big Four pay $20b pa in dividends, then ask for most of it back
Friday, August 7, 2015
How and why companies and banks shaft retail investors
Monday, August 10, 2015
CBA owes retail, but will it deliver?
Tuesday, August 11, 2015
CBA announces $3.6b dividend, asks for $5b back from shareholders
Wednesday, August 12, 2015
James Packer ends noble volunteering tradition
Monday, August 17, 2015
How Abbott made it hard for outside candidates at Medibank
Thursday, August 20, 2015
Victorians should not be so afraid of rate capping
Friday, August 21, 2015
Murdoch's self-inflicted wounds over NRL TV rights war
Monday, August 24, 2015
Murdoch needs NRL more than NRL needs Murdoch
Tuesday, August 25, 2015
Decision time for ANZ and CBA shareholders
Friday, September 4, 2015
Why does local government resist greater transparency?
Thursday, September 10, 2015
ACCC should block Foxtel's Ten move
Friday, September 11, 2015
CBA returns just $2 to non-participating retail shareholders
Monday, September 14, 2015
How will Turnbull handle Murdoch expansionism?
Wednesday, September 16, 2015
Inside amazing turnaround of Swisse Wellness
Monday, September 21, 2015
10 political reforms we should try
Wednesday, September 23, 2015
News Corp loses its shirt on Bolt's heavily subsidised career
Friday, September 25, 2015
Examining the gender records of AFL clubs
Monday, September 28, 2015
Murdoch family pay cracks $1 billion
Thursday, October 1, 2015
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From the member edition archive
If you're a relatively new Mayne Report reader, here are links to some of the more interesting email editions sent out over the past seven years.
2014
Special edition on the Victorian election result
Sunday, November 30, 2014
Vic election, Herald Sun, Rupert votes, Tex, Xenophon and much morey
Sunday, November 23, 2014
Rupert AGMs, Cabcharge, Costello, Bolt, Ten and Victorian election
Sunday, November 16, 2014
CBA tilt, LA visit, Rupert AGMs, Cabcharge and state election
Wednesday, November 12, 2014
Cabcharge, donations for Rupert visit and governance reforms at City of Melbourne
Wednesday, November 5, 2014
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and Crown
Friday, September 20, 2014
We're back: inside a post-ASA election season blitz
Monday, September 15, 2014
2013
Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013
Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013
ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013
ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013
Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 2013
2012
Backing Rudd, Lachlan, Bob Brown media debate, Manningham governance, Gunns and St Kilda AGM
Monday, February 20, 2012
The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina, council super, BoQ rip-off and power speech
Wednesday, April 4, 2012
2011
Murdoch special, media inquiry, pokies, Manningham, Zara, secretive Shortenite crs and 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
2010
Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much more
Saturday, October 23, 2010
DJs, women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt and Manningham council audio
August 3, 2010
Director rankings, Rio, Westfield, MAP, Manningham, Paatsch, state election, rich list, pokies and much more
June 9, 2010
Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List and Grand Prix
February 23, 2010
2009
Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much more
November 9, 2009
News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009
Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin and hostile EGMs
September 15, 2009
Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies and AGM diary
July 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 protest
November 28, 2008
Combank's $700m ABC Learning debacle
November 13, 2008
Computershare AGM, Seven wash-up, audio highlights and ABC Learning chair under pump at Lend Lease
November 11, 2008
Toll board skewered over $55m executive rort
October 30, 2008
Transurban shareholder revolution - chairman almost defeated
October 28, 2008
A huuuuge day for Australian corporate governance
October 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 Listers
September 26, 2008
Risk Metrics nails Macquarie and Babcock
September 18, 2008
Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008
Hegarty Payout rolled, history is made
July 18, 2008
Great debate at the Babcock AGM
May 30, 2008
Our liveliest edition yet
Thursday, 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 spree
January 17, 2008
2007
Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pm
How $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20am
Mayne family news: a new job and lots of kids sport
Paula has started a new job with a not-for-profit called InTouch which does great working assisting women and children responding to family violence from CALD (culturally and linguistically diverse) communities. Her brief is to manage and grow the legal practice, complementing the family violence outreach work done by a hard-working team of case workers.
InTouch is 30 years old with approximately 25 staff. There are 24 different languages spoken at the Centre and last financial year it provided extended support to 937 women.
Women from CALD communities face significant barriers to justice and with all the political discussion about family violence these days, better resourcing key service providers like InTouch is an obvious place to start for policy makers seeking to make a difference.
The kids had a great time playing junior football this winter.
Laura is 14 and already 5 foot 9. She played U15s in a team that finished 3rd, spent much of her time in the ruck and won the most improved award from the coach.
Alice was a revelation, coming second in the best and fairest in the U12s after missing the first three games with a fractured arm.
And Philip changed clubs to be with his sisters and ended up as lead ruckman in an U11 premiership team which won a gripping grand final by a point. There he is below giving a big scream going up for a ruck contest in the granny.
We also entered a family senior tennis team over winter comprising the three kids, dad and grandma. Paula even played her first ever game of competitive tennis.
It was the second lowest Saturday afternoon open sets section and we finished 5th in a 7 team field.
It was great for the kids to play everyone from hot-headed 21 year old men to canny 75 year old women and then sit around chatting during afternoon tea each week.
However, at 46, the old man's serving shoulder isn't what it used to be, particularly after over-doing it in the club championships a couple of weeks back. Here's hoping the last ace hasn't been served.
This summer will see lots of squad swimming training for all three kids and the girls have decided to give cricket a go with dad helping out with the coaching.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is an email newsletter and website which promotes 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.
Greetings for the first time since our last bumper email edition on April 30. If you'd rather not receive these increasingly rare email newsletters, click here to unsubscribe.
Griffith University and the Global Integrity Summit
It should be an interesting Tuesday and Wednesday in Brisbane this week as Griffith University pulls together its ambitious Global Integrity Summit. Tickets are still available.
There is a fascinating array of speakers and topics up for discussion. For instance, the first day is framed as "The Big Picture" with an opening keynote from Human Rights Commissioner Prof Gillian Triggs, who will be joined later in the day for a panel discussion about surveillance including Bret Walker SC, the Inaugural Independent National Security Legislation Monitor from 2011-2014. The Drum's host Steve Cannane will no doubt enjoy firing off plenty of questions as chair of this session.
I'm doing a day one Madonna King-chaired panel on press freedom with Maxine McKew, cartoonist Michael Leunig and The Australian's Queensland editor Shane Rodgers.
Day two is framed as The Integrity Roundtable and has a more international flavour. I'm doing an infrastructure panel with Nicholas Gruen and then will be chairing a corruption discussion with a lively panel comprising:
- Dr Erna Witoelar, President of the Indonesian Consumer Foundation and of Consumers International. Former UN Special Ambassador for the MDGs and former Indonesian Minister for Human Settlements and Regional Development.
- Victor Perton, Senior adviser, Oppeus International. Former Victorian MP and Victorian Commissioner to the Americas, senior adviser in the Australian G20 presidency supporting Australian Treasurer Joe Hockey.
- Dr Attiya Waris, Senior Lecturer, Law School, University of Nairobi in Kenya. Visiting lecturer at the University of Rwanda and the University of Pretoria. Expert on democracy in Africa and senior advisor to the Tax Justice Network.
For those who ask, I'm now describing City of Melbourne as a Camelot council. Melbourne is going well and we've got a good and diverse range of councillors supported by excellent staff. Sure, there are always issues, but from a governance and transparency point of view we are blazing the trail like never before.
How so? Check out this comprehensive list of 48 different transparency, disclosure or governance reforms and initiatives that have been implemented over the past three years.
The word seems to be spreading as the race to be the next Lord Mayor of Perth even included a column in The West Australian from one of the two candidates last Saturday out-lining how Perth should adopt many of Melbourne's transparency practices.
However, there are always improvements that can be made on the transparency front.
City of Melbourne's 2014-15 annual report was released online recently and on page 72 it disclosed that the number of confidential items dealt with at Council or Committee meetings jumped from 25% or 85 in 2013-14, to 115 or 28% in 2014-15.
This spike is partly due to the $250 million renewal of the Queen Victoria Market.
Councillors voted blindly and confidentially at a special meeting earlier this month to short-list 5 un-named developers to joint venture on the car park and community infrastructure component, although we did agree to release this press statement after the event.
It has only been by reading the newspapers that we've found out who some of the short-listed bidders, although that assumes accurate journalism.
It was The Weekend Australian which first claimed that Grocon, Mirvac and CBUS were on the shortlist and then The Australian subsequently added Sydney billionaire Lang Walker into the mix.
Who is the fifth? As chair of the Finance and Governance committee at City of Melbourne, no one is telling me or any other councillor. Is this the way it should be?
When struggling to access information internally, one of the fastest ways home is to put up a motion calling for public disclosure of the information at hand. This way councillors find out stuff at the same time as the public.
A motion calling for the five short-listed parties to be publically named is planned for the October council meeting.
Transparency candidate firms as the new Lord Mayor of Perth
There is a two horse race underway for the Lord Mayoral role in Perth at the moment with long-serving incumbent Lisa Scaffidi being challenged by 28-year-old independent councillor Reece Harley.
If you like sub-scale tiddler councils, Perth is about as small as it gets in the mainland capitals with just 11,000 voters including 8000 residents and 3000 property and business owners who must be on the state electoral roll. Foreigners or east coasters with businesses or investment in the Perth CBD don't get a look in with this parochial system.
Whilst City of Melbourne has 120,000 residents spread across 37 square kilometres, City of Perth is just 8 square kilometres and is focused very much around the central business district, which tends to lose energy in the evenings when workers return to the suburbs.
Ballots went out at the beginning of October with a 150 word statement from each candidate and postal voting closes at the end of this week.
Given that the wealthy property owner Lisa Scaffidi has already served 8 years as mayor and almost 20 years on council, there is a sense that the energetic challenger just may pull off an upset.
Harley topped the polls when first elected in 2013 and knows the city intimately from having run small bar walking tours of Perth for many years.
Scaffidi has suffered negative publicity this year after a US corruption probe unveiled the fact she failed to declare a $16,000 junket provided by BHP Billiton which took her to the Beijing Olympics in 2008.
A local publication has also been running hard on some disclosure and complaints issues around the lord mayor's ownership of a major backpackers facility in central Perth.
Her property developer husband has also become embroiled in some untidy Supreme Court litigation involving loans to a family trust.
Interestingly, Cr Harley is running hard on a transparency agenda, which you don't often see in local government.
He is telling any journalist who will listen that the majority of Perth's long serving councillors (including a Julie Bishop electorate officer) continue to support City of Perth policy 1.9 which prohibits Councillors from providing “comment to members of the media on Council decisions or activities.” We need an Andrew Bolt campaign on free speech with this one as failure to comply can result in serious penalties. Talk about gagging politicians!
Cr Harley is the only existing Perth Councillor who hasn't dipped in to the $13,000 annual clothing allowance, which is on top of the $30,000 annual stipend councillors receive. This clothing fund can't be used for more worthy causes such as writing letters to voters. Truly!
He is also promising to promote City of Melbourne-style transparency with a range of searchable registers being placed on the currently uninformative City of Perth website.
Check out this informative News Corp feature on Harley, whose campaign received a major boost this week after the incumbent Lord Mayor was found guilty of "serious misconduct" by the WA Corruption and Crime commission.
Check out the full CCC report on those inappropriate undisclosed gifts here.
How fairly will Macquarie treat its retail shareholders?
The campaign for better treatment of retail investors in capital raisings continues.
Another letter will be going off to Macquarie Group this week after they once again refused to do a pro-rata raising and went with the placement-SPP combination to help fund the $8.2 billion purchase of Esanda last week.
That said, I've never before seen a placement go off at a premium to the previous closing price so congratulations to Macquarie for persuading investors to pay $80 a share in the $400 million placement when the closing price on Wednesday night before the trading halt was $77.84.
Here is the full history of Macquarie in terms of ordinary capital raisings over the past decade:
May-June 2006
A $700 million placement at $66 a share, which was followed by an uncapped $5000 Share Purchase Plan (SPP) for retail with a fixed price and no VWAP (Volume Weighted Average Price) alternative which only raised $9 million.
May-June 2007
A $750 million placement at $87 a share, which was followed by an uncapped $5000 SPP at a fixed price of $87 a share with no VWAP alternative pricing which raised $79.4 million.
May-June 2009
A $540 million placement at $26.60. Retail investors were offered a 5% discount to VWAP in the subsequent $15,000 SPP which didn't come into play as 55,000 investors took up $669 million worth of new shares at $26.60. The offer was uncapped and not scaled back, so it was a rare example of the retail class diluting institutions.
February-March 2014
A $500 million placement at $73.50. Retail investors offered a $10,000 SPP at the placement price of $73.50 or a 1% discount to VWAP which went at the placement price and raised $170 million with no scale back.
October-November 2015
A $400 million placement at $80 but just what will retail investors be offered in the coming Share Purchase Plan?
Retail investors were collectively diluted by the earlier SPP this year as only 18,000 participated and they were restricted to just $10,000 when more than 90% of SPPs these days are for the maximum $15,000 permitted.
Therefore, the Macquarie board should clearly go for an uncapped $15,000 SPP at $80, which leaves the only outstanding question being the VWAP-linked pricing alternative.
Small cap listed investment company Mirrabooka announced an SPP last week which will be priced at a 10% discount to VWAP. This is clearly too much for Macquarie but 1% was a bit skinny last time, especially when you consider the Millionaire Factory offered a 5% VWAP discount in 2009.
Over the past 18 months, here are some of the other VWAP discounts offered by ASX 200 companies:
GPT: 3%
Ansell: 2.5%
IAG: 2%
DUET: 2.5%
Surely Macquarie can do better than 1% given the way it has diluted retail investors in 4 of its 5 capital raisings over the past decade. I'd be happy with 2%, but it may all be academic with Macquarie shares up again today to $81.85. If this holds the SPP will be priced at $80 and then the question shifts to whether it is pitched at $15,000 and whether they apply any cap on the overall raising.
Tap into ASA's excellent research lists
Any retail investor worth their salt should be a member of the Australian Shareholders' Association and it was good to see the Herald Sun spell out the role played by the ASA in Saturday's paper. The ASA website has an interesting series of research lists, some of which are member-only behind the paywall. Here are a few favourites:
Longest serving ASX 200 directors
New CEOs who embrace write-offs
Biggest protest votes against directors in 2013
Measuring independent chairs for "skin in the game"
Capped SPPs which were then expanded
How retail investors do worse with separate bookbuilds
The 100 most important remuneration protest votes
31 examples of where retail investors gathered 100 signatures
ASA does not publish voting intentions reports free on its website. However, "subscribers" who merely give their details will 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.
Garrett blows open pokies debate
Wow, didn't 7.30 have a fascinating story last week about Peter Garrett trying to recant his interview with a documentary team where he claimed to have received cash from the pokies industry when lining up with the NSW ALP.
The former Garrett staffer turned CBA spin doctor Kate Pasterfield is said to be the central player in how Garrett came to be taking two very different positions.
Kevin Rudd was right when he denounced the NSW Right as having their moral epicentre entwined with the gambling industry, best illustrated by the way casino billionaire James Packer hired Karl Bitar and Mark Arbib after they exited politics.
However, with Sydney Labor now out of office at all levels of government with the exception of a handful of suburban councils, the post-Obeid Labor Party machine in Sussex Street may yet develop some sounder ethical foundations.
It will be interesting to see how they respond to the upcoming documentary Ka-ching! Pokie Nation, which is being broadcast on the ABC in coming weeks.
All the rumblings suggest the doco pulls no punches and will turn the focus directly onto the evils of the addictive machines themselves, as opposed to the people and institutions who profit from them.
It is good to see the Municipal Association of Victoria getting on board the anti-pokies push which will be given renewed momentum by the airing of what could become the best known work of the late Neil Lawrence.
Finally, check out this 30 second anti-pokies ad made by Paul Bendat a few years ago featuring our daughter Alice, who was 6 at the time:
AGM season preview
The AGM season has got off to a pretty quiet start and at this stage we are not planning any travel, so Rupert Murdoch is scoring a year off.
After last year's logistically helpful back to back meetings for News Corp and 21st Century Fox in LA, Rupert has put some space and time between them this year with News Corp's AGM being held in New York on Wednesday (October 14) and 21st Century Fox in LA on November 12.
News Corp will be particularly interesting with another shareholder resolution proposing an end to the dual class voting structure. The United Nations Principles for Responsible Investment group sent out an update to members on Friday urging support for the resolution in the following terms:
"The Nathan Cummings Foundation and Hermes EOS are requesting signatories vote in favour of a resolution at News Corporation, calling on the company to take steps toward adopting a recapitalisation plan that would eliminate its dual-class capital structure. Dual-class structures can distort incentives and increase agency costs, and are also associated with poorer company performance."
Transurban's AGM is on now but I won't get there given travel commitments to Brisbane. So far this season, I've only made it to last week's Mirrabooka AGM to push for a first ever female director along with more fairness in capital raisings. Chairman Terry Campbell doubted he'd appoint a first female in time for next year's AGM so we're in the market for a female candidate to nominate and give them a hurry up.
Ansell proved quite interesting last week when the remuneration report generated a first strike and the CEO's incentive grant was easily defeated, which might explain why the voting results weren't lodged with the ASX until 2.33pm on the day after the AGM.
In terms of big votes against non-independent directors, Sonic Healthcare have been right up there in recent years, which might explain why they finally announced this board succession plan last month which saw chairman Peter Campbell and another veteran colleague agree to depart at the AGM after a combined 38 years of service. This shuffle will see it just a achieve a majority of independent directors with 4, who will balance the 3 remaining executive directors. Don't be surprised if the execs continue to attract big protest votes as they don't all need to be on the board.
The ASA has introduced an excellent new feature on its public website which gives details of the major upcoming AGMs it will be attending. Check them out and try to get along to a few as attendances have been dropping in recent years.
Donate to help fund some interstate AGMs
This missus won't permit interstate AGM travel these days unless they are funded by donations. If anyone fancies making a contribution, I'd like to attend these interesting Sydney AGMs in the coming weeks:
Fairfax Media: November 5 in Sydney and a good chance to welcome new chairman Nick Falloon.
Slater + Gordon: After giving them a good work out last year, the troubled Melbourne-based company has scurried off to Sydney for its AGM on November 19. Lots of questions to ask about this $1.3 billion Quindell acquisition in the UK.
Seven Group Holdings, Cabcharge and DUET Group: All three AGMs are in Sydney on Wednesday, November 18. Cabcharge has still not expunged the influence of Reg Kermode loyalists and DUET has the worst record in the ASX 200 when it come to doing institutional placements rather than pro rata capital raisings. Seven Group is interesting as Kerry Stokes has still not properly explained the oil and gas strategy which has so far delivered losses exceeding $100 million.
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44 Crikey yarns since last Mayne Report email edition
Apologies there has been no full service Mayne Report email edition since April 30. This is partly because the journalistic efforts have going into regular Crikey stories. Below are the links to all 44 Crikey contributions over the past five months:
Transurban cashes in suckering governments to buy now pay later
Monday, May 4, 2015
NAB shows Slaters, Stokes and Gerry Harvey how to do a capital raising
Friday, May 8, 2015
Companies which withdraw resolutions rather than face defeat
Monday, May 25, 2015
Herald Sun editor demonstrates anti-free speech culture
Wednesday, May 27, 2015
Stokes dilutes retail investors, lifts Seven stake by 6%
Wednesday, June 3, 2015
Macquarie board tilt related to better treatment of retail shareholders
Thursday, June 4, 2015
NAB shows everyone how to do a fair capital raising
Friday, June 5, 2015
ALGA shows disdain for governance and transparency
Wednesday, June 10, 2015
Inside the blokey Murdoch family succession plans
Friday, June 12, 2015
Eddington missing in action over secretive Murdoch nepotism
Thursday, June 18, 2015
Coalition jellybacks cave in to self-serving media oligarchs
Friday, June 19, 2015
Murdoch entrenches poison pill, shafts shareholder democracy
Friday, June 19, 2015
Why doesn't The OZ editorialise against Rupert's shareholder restrictions and market rigging?
Monday, June 22, 2015
Stokes forgives Kennett's anti-media past and indifferent public company record
Thursday, June 25, 2015
In support of governance reforms at super funds
Monday, June 29, 2015
Slater and Gordon could face a class action
Thursday, July 2, 2015
Time for citizen jury to sort out industry fund governance
Friday, July 3, 2015
The battle for greater political transparency
Monday, July 13, 2015
Macquarie stacks the deck against outside board challenger
Tuesday, July 14, 2015
Is Melbourne going to kill car share?
Friday, July 17, 2015
Another move by director's club to block board challengers
Monday, July 20, 2015
Macquarie hypocritically complains about excessive compliance costs
Friday, July 24, 2015
Pro bono piece on public sector enterprise agreements
Monday, July 27, 2015
Shareholder rights coming into focus
Thursday, July 30, 2015
Business brief on outcome of shareholder rights case
Friday, July 31, 2015
Big Four pay $20b pa in dividends, then ask for most of it back
Friday, August 7, 2015
How and why companies and banks shaft retail investors
Monday, August 10, 2015
CBA owes retail, but will it deliver?
Tuesday, August 11, 2015
CBA announces $3.6b dividend, asks for $5b back from shareholders
Wednesday, August 12, 2015
James Packer ends noble volunteering tradition
Monday, August 17, 2015
How Abbott made it hard for outside candidates at Medibank
Thursday, August 20, 2015
Victorians should not be so afraid of rate capping
Friday, August 21, 2015
Murdoch's self-inflicted wounds over NRL TV rights war
Monday, August 24, 2015
Murdoch needs NRL more than NRL needs Murdoch
Tuesday, August 25, 2015
Decision time for ANZ and CBA shareholders
Friday, September 4, 2015
Why does local government resist greater transparency?
Thursday, September 10, 2015
ACCC should block Foxtel's Ten move
Friday, September 11, 2015
CBA returns just $2 to non-participating retail shareholders
Monday, September 14, 2015
How will Turnbull handle Murdoch expansionism?
Wednesday, September 16, 2015
Inside amazing turnaround of Swisse Wellness
Monday, September 21, 2015
10 political reforms we should try
Wednesday, September 23, 2015
News Corp loses its shirt on Bolt's heavily subsidised career
Friday, September 25, 2015
Examining the gender records of AFL clubs
Monday, September 28, 2015
Murdoch family pay cracks $1 billion
Thursday, October 1, 2015
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From the member edition archive
If you're a relatively new Mayne Report reader, here are links to some of the more interesting email editions sent out over the past seven years.
2014
Special edition on the Victorian election result
Sunday, November 30, 2014
Vic election, Herald Sun, Rupert votes, Tex, Xenophon and much morey
Sunday, November 23, 2014
Rupert AGMs, Cabcharge, Costello, Bolt, Ten and Victorian election
Sunday, November 16, 2014
CBA tilt, LA visit, Rupert AGMs, Cabcharge and state election
Wednesday, November 12, 2014
Cabcharge, donations for Rupert visit and governance reforms at City of Melbourne
Wednesday, November 5, 2014
Tilts, Fairfax, CBA, Brickworks, Albert Park, ASX, Woolies, pokies and Crown
Friday, September 20, 2014
We're back: inside a post-ASA election season blitz
Monday, September 15, 2014
2013
Capital raisings, Ansell, IAG, Packer, pokies, Rich List, City of Melbourne and ASA update
Monday, December 23, 2013
Franking robbery, East West trust breach, BHP bonuses, John Gay and plenty more
Sunday, August 25, 2013
ASA policy paper, Kevin Andrews on the pokies, Senate preferences and much more
August 19, 2013
ASA, Billabong, Westfield, Newcrest, Shorten, Turnbull, pokies and then some
Monday, July 22, 2013
Rudd v Gillard, referendum, Labor sleaze, Clive Palmer, ASA, City of Melbourne and plenty more
Monday, June 24, 2013
2012
Backing Rudd, Lachlan, Bob Brown media debate, Manningham governance, Gunns and St Kilda AGM
Monday, February 20, 2012
The OZ goes mad, Murdoch piracy, AFR, pokies double rate, Gina, council super, BoQ rip-off and power speech
Wednesday, April 4, 2012
2011
Murdoch special, media inquiry, pokies, Manningham, Zara, secretive Shortenite crs and 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
2010
Paperlinx, Packer, Murdoch, Manningham, pokies, Rich ex wives, foreign takeovers and much more
Saturday, October 23, 2010
DJs, women on boards, ex Lib goes no pokies, preferences, Pratt-Shorten, Labor's debt and Manningham council audio
August 3, 2010
Director rankings, Rio, Westfield, MAP, Manningham, Paatsch, state election, rich list, pokies and much more
June 9, 2010
Political donations, Stokes, Westfield tower, Richard Colless, Manningham nursing home, state debt, Rich List and Grand Prix
February 23, 2010
2009
Seven AGM, crazy Perth visit, Fairfax, Telstra, Transfield, capital raisings and much more
November 9, 2009
News Corp AGM, Packer, Fairfax, James Strong, Woolies, Eastern Golf, Kohler-Gatto and much more
October 20, 2009
Bad Bendigo, Mark Day, Manningham, pokies, NAB, Asciano, Rich List, Paladin and hostile EGMs
September 15, 2009
Macquarie AGM, Melbourne's decline, Asciano EGM, capital raisings, Goyder's pokies and AGM diary
July 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 protest
November 28, 2008
Combank's $700m ABC Learning debacle
November 13, 2008
Computershare AGM, Seven wash-up, audio highlights and ABC Learning chair under pump at Lend Lease
November 11, 2008
Toll board skewered over $55m executive rort
October 30, 2008
Transurban shareholder revolution - chairman almost defeated
October 28, 2008
A huuuuge day for Australian corporate governance
October 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 Listers
September 26, 2008
Risk Metrics nails Macquarie and Babcock
September 18, 2008
Macquarie videos, Stokes raid, new board tilt, Oz Minerals, share trading and much more
July 25, 2008
Hegarty Payout rolled, history is made
July 18, 2008
Great debate at the Babcock AGM
May 30, 2008
Our liveliest edition yet
Thursday, 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 spree
January 17, 2008
2007
Fortescue Metals AGM: time for Twiggy and FMG to grow up
Sunday, November 8, 2007, 10.30pm
How $5bn worth of votes backed us against Rupert's dodgy gerrymander
Saturday, 20 October, 2007, 7.20am
Mayne family news: a new job and lots of kids sport
Paula has started a new job with a not-for-profit called InTouch which does great working assisting women and children responding to family violence from CALD (culturally and linguistically diverse) communities. Her brief is to manage and grow the legal practice, complementing the family violence outreach work done by a hard-working team of case workers.
InTouch is 30 years old with approximately 25 staff. There are 24 different languages spoken at the Centre and last financial year it provided extended support to 937 women.
Women from CALD communities face significant barriers to justice and with all the political discussion about family violence these days, better resourcing key service providers like InTouch is an obvious place to start for policy makers seeking to make a difference.
The kids had a great time playing junior football this winter.
Laura is 14 and already 5 foot 9. She played U15s in a team that finished 3rd, spent much of her time in the ruck and won the most improved award from the coach.
Alice was a revelation, coming second in the best and fairest in the U12s after missing the first three games with a fractured arm.
And Philip changed clubs to be with his sisters and ended up as lead ruckman in an U11 premiership team which won a gripping grand final by a point. There he is below giving a big scream going up for a ruck contest in the granny.
We also entered a family senior tennis team over winter comprising the three kids, dad and grandma. Paula even played her first ever game of competitive tennis.
It was the second lowest Saturday afternoon open sets section and we finished 5th in a 7 team field.
It was great for the kids to play everyone from hot-headed 21 year old men to canny 75 year old women and then sit around chatting during afternoon tea each week.
However, at 46, the old man's serving shoulder isn't what it used to be, particularly after over-doing it in the club championships a couple of weeks back. Here's hoping the last ace hasn't been served.
This summer will see lots of squad swimming training for all three kids and the girls have decided to give cricket a go with dad helping out with the coaching.
That's all for now.
Do ya best, Stephen Mayne
* The Mayne Report is an email newsletter and website which promotes 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.