2018 - a year of shareholder voting strikes on corporate remuneration

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It's not surprising given the raft of allegations concerning the conduct of Australian banks at the Royal Commission into Banking, Superannuation and the Financial Services Industry' plus various scandals with other corporations, that shareholders are showing their displeasure at the level of remuneration paid to senior executives and directors on ASX listed companies.

Under the Australian Corporations Act 2001 (Section 300A), companies listed on the Australian Stock Exchange (the ASX), must present a remuneration report at every Annual General Meeting which sets out the policies for the amount of remuneration paid to key management personnel as established by the company's governing Board. Key management personnel are typically the Chief Executive Officer and senior executives including directors on the Board itself. The report must show the nature of the remuneration and exact value including salary, bonuses, short and long term incentives, options on shares and an explanation on performance hurdles which apply.

Since an amendment to the Act in 2011, there is now a two strikes voting power and re-election process for the Board itself should shareholders find the remuneration report repeatedly unacceptable. What this means is that for the first strike, a 'no' vote of 25 per cent or more of the votes cast rejecting the adoption of the remuneration report at the Annual General Meeting is needed. Should this occur the Board is required to provide an explanation on the proposed action the Board will take or a reason for taking no action on the remuneration report. If, in the following year at the next Annual General Meeting, a 'no' vote of 25 per cent or more occurs again, there must be a 'spill' motion of the positions of all members of the company Board responsible for the remuneration report at that meeting. 

For the spill motion of the Board to succeed, the resolution must be passed with 50 per cent or more of eligible votes.  Should the 'spill' motion succeed, within 90 days the directors must stand for re-election to the Board.

In 2018 there were a record number of first strikes for many companies -

Company Name and % of votes against the remuneration report:

National Australia Bank  88.1%
Mineral Resources  63.62 %
AMP  62.20%
Telstra Corporation  61.98%
Harvey Norman  50.63%
NRW Holdings  49.05%
Westfield Corporation 47.50%
QBE Insurance  45.60%
Goodman Group  45.46%
Tabcorp Holdings  40.40%
Myer Holdings 38.17%
Austal Limited  37.24%
Karoon  37.05%
Computershare  31.89%
Healthscope  29.29%
APA Group  24.96%

Many other companies received a high level of 'no' votes but not sufficient to reach the 25% threshold of a first strike. These include Ramsay Healthcare, MYOB, Japara Healthcare, Challenger Limited, JB Hi-Fi, Seek, Qube Holdings, IOOF Holdings, APN Outdoor, Coca-Cola Amatil. All of the companies with a first strike will need to work hard to avoid a second strike in 2019.

Christmas 2018

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Christmas, a time of celebration, a time for relaxation with family and friends. The Christmas celebration  itself is a mixture of orthodox religion, tradition and pagan ritual. The Christmas tree itself originates from medieval eastern Europe before being adopted in Lutheran Germany and thereafter across the Christian world mainly during the later 19th century. Decorations on the tree were much less flash and sparkly in the 19th and early 20th Centuries with coloured paper roses, wafers, apples and other small edible items. Only later were candles added and in the 20th century the Christmas tree became a light show in itself.

Wherever you may be, happy Christmas !

100 years on - The Armistice of 1918

British troops arrive in Cologne following the Armistice 1918

The Armistice to cease hostilities between the Central Powers and the Allies came into effect at 11 am  on the 11th November 1918 however it had only been signed by representatives at 5 am that same day. On that final morning prior to 11am slightly over 10,000 were still killed in conflict as commanders, mainly Allied, sought to gain territory prior to the cessation of hostilities. The Armistice had to be extended three more times until a peace treaty was finally concluded on 10 January 1920 with the Treaty of Versailles.

The cost for Australia in terms of lives lost in World War 1 was very high:

• 416,809 enlisted
• 62,000 killed
• 156,000 wounded

It would only be twenty-one years later than another World War would commence.

Lest we forget.

Film Review - Journey's End

The horror and  senselessness of trench warfare on the Western Front during World War 1 is brought into very dark focus by the evocative British film Journey's End. Based on the stage play of the same title by R.C. Sherriff, the story is centred on a small part of the Front where a company of British infantry are positioned in trenches just metres from the German Army lines. It is the eve of the 1918 Spring Offensive by the Germans and the British are all too aware that a major action is impending.

The futility of their position is already well understood as the troops have been in combat for years and there is a sense of resignation to fate as they alternate between rest periods in the rear areas before rotation back to the front line. Much of the scenes are in the company command bunker with the focus predominantly centred on the officers as the key characters.  The story commences with the arrival of young second Lieutenant Raleigh, fresh from officer training, to join the infantry company as his old school friend and love interest of his sister is the company commander, Captain Stanhope.  After years of horrifying war, Stanhope is no longer the man he once was, and now needs whisky every day to stay sane.

Directed by Saul Dibb this is a well crafted film with skilled performances by Sam Claflin (as company commander, Captain Stanhope), Asa Butterfield (as Second Lieutenant Raleigh), Paul Bettany (as Lieutenant Osborne) Tom Sturridge (as Second Lieutenant Hibbert) and Toby Jones (as Private Mason, the officer's mess cook and batman).

Robert Cedric Sherriff wrote from first hand experience of World War 1 as he served as a Captain in the 9th Battalion of the East Surrey Regiment and fought at Vimy Ridge, Loos and the notorious Passchendaele being wounded in the last engagement.

This is a film which has no happy ending but conveys a story which continues to resonate 100 years later.

Sculpture by the Sea 2018

Time and motion - Ron Gromboc

Now in its 22nd year, Sculpture by the Sea returns to the coast walk between Tamarama beach and Bondi beach with over 100 works featuring all manner of creations and images. Some works are within the more recognised traditional medium of sculpture and others with more unusual. There is a strong representation of Australian (and NSW) artists selected with the wider international submissions coming from Spain, China, Sweden, South Korea, England, South Africa, Austria, Norway, Canada. France, Turkey, Israel, New Zealand with Japan being the largest source apart from Australia. 

The exhibition runs from 10 October to 4 November 2018 and its free.

Disc Vane- Ivan Black

AMP's epic fail - The Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry

The departure of AMP Board Chair, Catherine Brenner and Corporate Counsel, Brian Salter following the earlier resignation of Chief Executive Officer,Craig Meller should be seen as just the beginning of an essential overhaul of this once trusted company. AMP has seriously breached legal obligations and corporate governance principles and requirements. 

Essentially AMP has been found by the Royal Commission to have committed two serious categories of misconduct, potentially criminal in intent: the first being the deliberate effort to blindside the Australian Securities and Investment Commission (ASIC) on at least 20 separate occasion regarding the theft of client funds. The second being the altering of an alleged independent report by Clayton Utz to ASIC with 25 different versions being 'workshopped' by AMP including the participation of the Board Chair.  

In its own corporate governance statement, AMP states its goal is -

"Acting ethically and responsibly AMP wants to create a better tomorrow for our customers, employees, business partners, communities and shareholders. Everything we do, every decision we make has an impact, not only on the long-term success of our business but also on the lives of our customers. We are committed to acting with professionalism, honesty and integrity so all our stakeholders know they can trust us to do the right thing". 

How hollow this statement now reads.

In terms of its own Code of Conduct, what AMP expects of their staff  -

"We trust you will act in the best interests of AMP, its customers, business partners and shareholders AMP is proud of its reputation for delivering on its commitments and relies on your commitment to speak up. We put adherence to these principles above financial gain.

You will not be criticised or penalised for any loss of business resulting from adhering to these principles and other mandatory policies and instructions. We all make mistakes but at AMP we act quickly to rectify errors and learn from our mistakes".

Was this Code also applicable to AMP's Board of Directors ? 

With a market capitalisation of $14.9B, there is a justified public expectation that AMP should set a high bar for corporate governance.