While Crikey yesterday gave Rupert Murdoch’s News Corporation the gong for bad corporate governance for the second year in a row, the Promina and Suncorp-Metway boards and management teams made the shortlist.

The ACCC has this morning approved the proposed merger to create a $20 billion insurance monolith, which means it is now only shareholders who potentially stand in the way of a series of outrageous executive payouts.

Promina CEO Mike Wilkins is respected in the market, but does he really deserve to be deluged with $11 million in payments simply because Suncorp-Metway’s John Mulcahy got the nod to run the combined operation?

Takeover deals lack credibility when the target’s CEO agrees to go with a bucket of cash, because this raises the question: has he agreed to this because it is good for all stakeholders or because it allows him to retire a wealthy man?

Even worse than the Wilkins cash deluge is the series of retention payments created for the senior Suncorp management team.

The old incentive deals based around earnings per share have been cast aside and now the team only has to stick around until 2008 to enjoy big bonus payouts. These will flow even if the merger they conceived turns into a financial disaster for shareholders. Where’s the performance-based incentive in that arrangement?

The Promina story has been better for Australia than this week’s Ashes victory because it has involved the transfer Down Under of billions of dollars of wealth from the Old Dart.

The Australian insurance market reached its nadir in 2001 with the combined shocks of the HIH collapse on 15 March and then the September 11 attacks, which were compounded by tumbling global investment markets in 2002-03.

Promina was owned by Royal-Sun Alliance, which needed to plug a $1.3 billion hole in its balance sheet and decided to flog off its Australian business Promina in May 2003 at the knock-down price of just $1.70 a share for retail investors.

While the Poms promptly shipped $1.9 billion home, less than four years later the lucky buyers of the company are sitting back and enjoying a $7.9 billion takeover that has lifted the stock to $6.70 – a handy 400% return.

We haven’t had a corporate win like this over the Poms in years and it more than makes up for Richard Branson’s fast $1 billion profit on Virgin Blue after Ansett collapsed.