Despite being a serial board candidate, there hasn’t been a tilt yet in 2007 – but that all changed this week when West Australian Newspapers company secretary Bernard Yates confirmed my nomination to run for the board had been accepted.
Why WAN, you ask? Well, it’s only got four non-executive directors and none of them have any media or internet experience, as is explained in today’s Youtube WAN campaign launch.
It gets more interesting when you consider that the Seven Network is the largest shareholder with 17.3% and its chairman Kerry Stokes is always most enthusiastic when I front at his AGM, declaring how he just loves the questions. Could this translate into votes at the WAN AGM in Perth on 9 November?
Something unusual is going on with WAN because the annual report was released on 6 September, yet there’s still no sign of the notice of meeting.
Bernard Yates was quite happy to confirm my candidacy and that chairman Peter Mansell, whose daughter Ingrid works for The AFR, is the one incumbent up for re-election, but when asked if Stokes has put up a candidate, he simply declined to comment.
Asked the same question, a Stokes spindoctor also came back with a firm “neither confirm or deny”. I suspect the situation is fluid and that Stokes wants at least one board seat, but the incumbents are resisting.
This is where the old “no vacancy” rort gets really interesting. I’ve run for 28 public company boards and on more than 20 occasions, the boards have declared there was “no vacancy”.
Therefore, to get elected, you have to knock off an existing director but that is usually statistically impossible. A typical incumbent gets 99% of the vote and the chairman usually has about 10% of the votes in his back pocket as undirected proxies.
Supposedly respectable companies that have used this rort include NAB, Fairfax, AMP (twice), ASX (three times), Westfield, Commonwealth Bank, NRMA (twice), David Jones and, wait for it, West Australian Newspapers.
With only four non-executive directors it would be bizarre if WAN pulled the same “no vacancy” trick as I copped in 2000. Despite getting a healthy 28.25% of the directed proxies voted in favour, the results here show that not even 100% of the directed proxies in favour would have been enough to win.
But would the WAN board use the same tactic to resist a Seven representative? Could shareholders really be told to choose between the WAN chairman, a Seven Network representative and yours truly for just one available board seat, when this company has the smallest board of any top 150 company? If shareholders wants to expand the size of a board, then who are the directors to deny them this option?
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