Before the mining boom came along and created new billionaires like Gina Rinehart, Andrew Forrest and Clive Palmer, the three wealthiest and most powerful Australian families were the Murdochs, Packers and Lowys. These three families have generally been close in recent years, but they also provide dramatic contrasts in the way they exercise power and control over their corporate empires.
James Packer may love the game of heavying politicians for commercial advantage — like we’re seeing with the dubious Barangaroo casino process — but at least he refuses to take any salary from public companies where he holds a major stake. Indeed, after three years of “creeping”, Packer has now secured majority control of Crown Ltd after lifting his personal stake to more than 50% of the total shares on issue.
To his credit, James Packer has also retained a majority of independent directors at Crown, even though he could clearly call an EGM and remove any of them whenever he liked. The contrast with the way the Murdoch family runs News Corp is stark indeed.
For starters, the Murdochs only own about 14% of the total shares in News Corp but control about 40% of the vote through an undemocratic gerrymander and have a long history of selecting loyalist non-executive directors, as opposed to independent thinkers with high governance standards.
This looked like it might change with the proposed demerger of the publishing business, especially after the directors last year undertook to appoint a super-majority of independent directors to both companies. With the shareholder vote due for June 11 and the demerger scheduled to take effect on June 28, News Corp continually delayed releasing the standard scheme of arrangement documents which relate to Australian demergers.
This document would have required the two sets of directors to be named. Also, journalists and analysts were finally informed of the outcome at about 12.30am on Saturday morning Australian time after the News Corp board meeting in New York wrapped up.
And the result was a disaster for governance. Not only was there a poison pill added to the publishing vehicle limiting non-Murdoch shareholders to 15% of the voting stock for 12 months, but the idea of a scheme of arrangement document giving shareholders adequate notice before the June 11 vote was also ditched. Even worse, the Murdochs broke their promise to surrender board control through the appointment of at least 75% independent directors at both companies.
And this idea that Rupert Murdoch would be non-executive chairman of the new News Corp was also ditched. He’s now being called “executive chairman”, undermining CEO Robert Thomson. None of the Murdoch representatives have come off either board and they’ve also failed to appoint any new Australian-based independent directors of the publishing business, even though it will have a majority of its assets in Australia.
The Lowy family have taken a very different path to all of this at Westfield. When Frank Lowy engineered a three-way merger of the various listed Westfield vehicles in 2004, he literally ceded control of the management company, instead relying on his performance and powers of persuasion over institutional shareholders to remain in control.
Various long-serving Lowy loyalists such as Stephen Johns, David Gonski and Fred Hilmer have all retired from the Westfield Group board in recent years, so it now has a clear majority of independent directors. Over the past decade, Lowy family members have behaved like the Murdochs and helped themselves to more than $200 million in cash salaries. Amazingly, they never faced a defeated remuneration report or even a “first strike” of 25%.
The Lowys won’t be able to vote their 8% Westfield stake in favour of the remuneration report at Wednesday’s AGM in Sydney. But a Westfield spokesman told The Australian Financial Review the shopping centre giant was “confident we have got the backing of the overwhelming majority of retail and institutional shareholders”.
All of which suggests Rupert Murdoch should stop being a paranoid control freak and instead adopt more democratic structures at News Corp — because it seems institutional investors and their proxy advisers are too weak to take on powerful controlling shareholders.
The likes of AFIC, Vanguard and Blackrock will have a lot of explaining to do as to why it is OK for the Lowy family to extract almost $20 million a year in salaries from Westfield when the dividends paid to them in recent years have exceeded $100 million.
*Stephen Mayne is policy and engagement co-ordinator for the Australian Shareholders’ Association who will be calling a first ever poll on the Westfield remuneration report vote at Wednesday’s AGM
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