Westfield, DJs, NRMA and ComBank are convicted censors

Some of our top companies are so embarrassed about the things they get up to that they refuse to allow external candidates to explain their platform to shareholders.

Crikey is meeting with David Jones CEO Peter Wilkinson this week ahead of next week’s AGM and is looking forward to hearing his answers on the question of censorship.

And it appears Westpac have joined the companies running scared about an outsider getting on their board. After seeing Crikey get 40 per cent of the primary vote at the Commonwealth Bank AGM, Westpac is proposing an amendment to its constitution that would enable the board to say there is no vacancy on the board for an outsider.

As it stands presently, Westpac is like Woolworths and would have to allow shareholders to decide if they want another director. But if the resolution is approved – and shareholders should try to vote it down – Westpac would be able to follow the lead of every other company we’ve stood for and say: “sorry Crikey, there are four candidates but only three spots so we’re recommending against you and will use all the open proxies against you too. Sucked in pal, you’re staying outside this tent.”

Anyway, let’s take a look case by case at the information we provided to each of the companies and what was actually sent out in the notice of meeting explaining Crikey’s platform.

AGL – WHAT WE PROPOSED

“Ray Proudley: B.A.(Hons) Dip Ed, age 60. Ray Proudley is a former Public Relations executive who worked for over 20 years in a range of roles at the Gas and Fuel Corporation of Victoria and was Corporate Affairs Manager throughout the period when the organisation was disaggregated and corporatised by the Victorian Government.

He is standing for the board as a candidate for the shareholder activist website www.shareowner.com.au on a platform that the company should seek the removal of legislative protection from takeover. AGL has acquired numerous gas utilities and bid for the Victorian gas assets. Clearly it is reasonable and fair that other companies should be able to bid for AGL: it should be exposed to market forces.”

A vote for Ray will send a strong message to the AGL board that they should follow the recent lead set by Santos, with resultant benefits for all Santos shareholders”.

AGL – WHAT APPEARED

“Mr RC Proudley has provided the following material in relation to his nomination for election as a Director.

Mr RC Proudley BA (Hons) Dip Ed age 60. Mr Proudley is a former Public Relations executive who worked for over 20 years in a range of roles at the Gas and Fuel Corporation of Victoria and was Corporate Affairs Manager throughout the period when the organisation was disaggregated and corporatised by the Victorian Government.

A vote for Mr RC Proudley will send a strong message to the AGL board that they should follow the recent lead set by Santos, with resultant benefits for all Santos shareholders”.

CRIKEY: Apart from pointing out Ray’s self-nomination, AGL are to be congratulated for running his lengthy platform in full and unaltered apart from turning the “Rays” into the more formal Mr RC Proudley. One suspects Ray’s mates on the Murray riverboat were calling him the former as a longstanding commitment to this holiday kept him from actually attending but we spoke on his behalf and 58 per cent was a fantastic result. Clearly the platform struck a chord with the institutions.

AUSTRALIAN STOCK EXCHANGE – WHAT WE SUBMITTED

“Stephen Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with The Age, The Daily Telegraph, The Australian Financial Review and The Herald Sun. He won the prestigious Walkley Award for business journalism last year for a series on shareholder activism. As a campaigner for shareholder rights and an active investor for 10 years, Stephen believes the ASX Ltd board needs someone on it with a small shareholder perspective and that the regulatory side of the organisation needs to be completely separated from the commercial side to mitigate a fundamental conflict of interest.”

ASX – WHAT WAS SENT OUT

“Stephen D Mayne, BCom, Age 31

Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with The Age, The Daily Telegraph, The Australian Financial Review and The Herald Sun. He won the prestigious Walkley Award for business journalism last year for a series on shareholder activism. As a campaigner for shareholder rights and an active investor for 10 years, Mr Mayne believes the ASX Ltd board needs someone on it with a small shareholder perspective and that the regulatory side of the organisation needs to be completely separated from the commercial side to mitigate a fundamental conflict of interest.”

CRIKEY: Adding a middle initial is the biggest change here and the ASX are to be congratulated for giving all four candidates the microphone for five minutes to spell out their platforms. After chairman Maurice Newman used his discretionary votes, it turned into a complete shellacking as I got just 8.85 per cent of the vote compared with the others who all got high 90s. I certainly can’t complain that the platform wasn’t distributed. Problem was that the platform would reduce profits and the share price and the stock has performed very well without some rabble rouser on the board.

COMMONWEALTH BANK – WHAT WE PROPOSED

“Stephen Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism. As a campaigner for shareholder rights Stephen believes the Commonwealth Bank should take a far more active stance as a fund manager to create a greater culture of shareholder pressure in Australia. Stephen also believes that Colonial State Bank should terminate its cash for comment relationship with John Laws.”

COMMONWEALTH BANK – WHAT APPEARED

CRIKEY: The naughty bankers are clearly sensitive about cash for comment as they edited that bit out firstly on the basis that there deal was actually with Alan Jones and secondly because they argued that it was not strictly a “cash for comment” relationship that Colonial has with Jones and the Australian Bankers’ Association had with Laws. The rest of the platform was left unchanged.

WEST AUSTRALIAN NEWSPAPERS – WHAT WE PROPOSED

“Stephen Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a journalist for 11 years with a range of Australian papers holdings positions including business editor of the Herald Sun, chief of staff of The Daily Telegraph and Rear Window editor of the Australian Financial Review. He won the Walkley Award for business journalism last year for a series on shareholder activism. Mr Mayne believes his hands-on journalistic experience with News Ltd and John Fairfax papers in Melbourne and Sydney will complement the existing mix of skills on the board. The company also needs someone on the board with internet publishing experience and an understanding of the importance of editorial independence.”

WEST AUSTRALIAN NEWSPAPERS: WHAT APPEARED

CRIKEY: Full marks for no changes. And unlike rival newspaper company John Fairfax, they accepted a copy of Paula’s contract note as evidence she was a shareholder. Fairfax rejected my nomination on the grounds that you had to be actually on the share register 35 days before the meeting.

WESTFIELD HOLDINGS – WHAT WE SUBMITTED

“Stephen Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne is a unitholder in Westfield Trust and believes it needs an independent board from Westfield Holdings. There are presently more than $4 billion worth of development contracts between the two entities yet the Trust does not have any independent directors and shares in Holdings have risen more than 20-fold over the past decade whereas Trust units have barely doubled.”

WESTFIELD HOLDINGS – WHAT APPEARED

They are still yet to send me a copy of the notice of meeting but I understand it has been pared back to a paultry line referring to me being an internet journalist who won a Walkley. These control freaks have refused to publish the key plank of the platform about the need for some independent directors to Westfield Trust. Shame Lowys, shame.

TELSTRA – WHAT WE SUBMITTED

“Stephen Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne worked for the former Victorian Premier Jeff Kennett as a press secretary for 18 months and would bring an understanding of the internet, content, media and government to the Telstra board. He is offering himself as an alternative to Mr Steve Vizard who, in Mr Mayne’s opinion, has some conflicting external commercial relationships through Sportsview.com, MultiEmedia.com Ltd and Virtual Communities that make him unsuitable to continue as a Telstra director.”

TELSTRA – WHAT APPEARED

“Stephen Mayne BCom (Melb)

Publisher of www.crikey.com.au and www.shareowner.com.au and a business journalist for 11 years with a range of Australian papers. He won the Walkley Award for business journalism last year for a series on shareholder activism in The Daily Telegraph. Mr Mayne worked for the former Victorian Premier Jeff Kennett as a press secretary for 18 months. Mr Mayne believes he would bring an understanding of the internet, content, media and government to the Telstra board.”

CRIKEY: Telstra contacted us before Steve Vizard resigned saying that no director would be allowed to comment on another director in the nomination so the Vizard criticisms were out. Obviously this was disappointing as the entire platform was based around exposing Vizard’s conflicts but it ended happily when the comedian did the decent thing and resigned. Thus the embarrassment of having to make the government vote him on in the face of obvious conflicts was avoided. No complaints with the rest as it is word for word, besides some tidying up. My bald statement of what I would bring was sensibly preceded with a “My Mayne believes”. It is interesting that the five outsiders all have longer biogs than the three impressive government-picked newcomers, Sam Chisholm, John Fletcher and Catherine Livingstone.

JOHN FAIRFAX – WHAT WE PROPOSED

“Stephen D. Mayne, age 31. Bcom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers including The Age and the Australian Financial Review. He won the Walkley Award for business journalism last year for a series on shareholder activism. Electing Mr Mayne would give Fairfax a director with extensive journalistic and newspaper experience and also a second Melbourne-based director, something chairman Brian Powers has said the company would like. Mr Mayne also believes Fairfax needs more directors with no previous commercial or personal association with rival media companies and their proprietors.”

JOHN FAIRFAX – WHAT APPEARED

Abolsutely nothing – rejected on a technicality.

CRIKEY: What a load of bollocks to claim Paula wasn’t on the register within the stipulated period. We sent the contract note showing she’d bought the shares. WA News were placed in exactly the same situation and accepted the nomination and AMP did likewise earlier in the year. Shame on you Fairfax and it is a real shame because the three merchant bankers who are associated with either Murdoch or Packer, Mark Burrows, David Gonski and Brian Powers, are all up for re-election this year.

WOOLWORTHS – WHAT WE SUMBITTED

Nothing. Suggested further correspondence to agree on something.

WOOLWORTHS – WHAT APPEARED

Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with a range of Australian papers. He was awarded the Walkley award for business journalism in 1999 for a series on shareholder activism. Age 31.

CRIKEY: Given the chance, and I can’t really complain in the circumstances, the platform would have also included the following:

“Mr Mayne also believes chairman John Dahlsen has some potential conflicts of interest given his ownership of a chain of hardware stores in south eastern Australia and his ongoing directorship of the ANZ Bank at a time the Woolworths is rolling out a significant supermarket banking joint venture with the Commonwealth Bank. The Mayne was also concerned with the key role Mr Dahlsen took in the attempted neutering of former Victorian Auditor General Ches Baragwanath and hopes he does not in any way undermine the independence or capability of auditors to Woolworths.”

NRMA – WHAT WE PROPOSED

“Stephen D. Mayne, age 31. BCom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with the papers including The Australian Financial Review, The Age, The Herald Sun and the The Daily Telegraph where he was both business editor and chief of staff. In 1999 he won the Walkley Award for business journalism for a series on shareholder activism. Mr Mayne believes the NRMA should become a more activist fund manager in order to create a greater culture of shareholder pressure in Australia. Mr Mayne also believes the ongoing commercial relationship between the NRMA and broadcaster John Laws is inappropriate and should be terminated immediately.”

NRMA – WHAT APPEARED

“Stephen D. Mayne has nominated himself for election as a director.

Mr Mayne, aged 31, holds a Bachelor of Commerce degree from the University of Melbourne. Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with the papers including The Australian Financial Review, The Age, The Herald Sun and the The Daily Telegraph where he was both business editor and chief of staff. In 1999 he won the Walkley Award for business journalism for a series on shareholder activism. Mr Mayne believes the NRMA should become a more activist fund manager in order to create a greater culture of shareholder pressure in Australia. ”

CRIKEY: The message came back that the board regarded the cash for comment aspect of the platform as defamatory. What a load of bunkum. It is embarrassing but hardly defamatory to claim the arrangement is inappropriate. The ABA said much worse about it. This is all about not admitting a grubby cash for comment deal to its 1.6 million shareholders. Then again, they might not have been shareholders if Lawsie had been sponsored by forces opposed to the demutualisation.

DAVID JONES – WHAT WE PROPOSED

“Stephen D.Mayne, age 31. Bcom (Melb). Stephen is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers including the Daily Telegraph, The Age, The Herald Sun and the Australian Financial Review. He won the Walkley Award for business journalism last year for a series in the Daily Telegraph from the perspective of an active shareholder. Mr Mayne is a David Jones shareholder who believes all shareholders should be entitled to the same 35 per cent shopping discount entitlement that the current David Jones directors enjoy. Given the poor financial performance of David Jones since it listed, he also believes the board needs some fresh ideas.”

DAVID JONES – WHAT APPEARED

Crikey The board was put in a pretty awkward spot and will need some good advice on how to handle the issue of directors discounts at the AGM. That said, they should have communicated their intention to censor the platform. Instead, the company secretary rang just before the deadline to offer me some more space because the other directors were adding additional information. I said I was happy with what was sent in and presumed it would be getting published in full. More fool me.

NAB – WHAT WE PROPOSED

“Stephen D. Mayne, age 31. BCom (Melb). Mr Mayne is the publisher of www.crikey.com.au and www.shareowner.com.au and has been a business journalist for 11 years with range of Australian papers holding positions including banking writer at The Age, business editor at the Herald Sun, chief of staff at the Daily Telegraph and Rear Window editor at the Australian Financial Review. He won the Walkley Award for business journalism last year for a series from the perspective of an active shareholder. As a campaigner for greater corporate accountability, Mr Mayne believes the National Australia Bank should take a far more active stance as a fund manager to create a greater culture of shareholder pressure in Australia. ”

NAB – WHAT APPEARED

CRIKEY: No complaints with the NAB on this one.