Crown AGM set to be a cracker — and it won’t be the only one

If you thought the 2020 Crown Resorts annual general meeting was interesting — see this 52-page transcript of the two-and-a half-hour affair — wait until tomorrow’s 2021 fully online AGM plays out, kicking off at 10am.

Crown’s besieged 2020 leadership duo of chair Helen Coonan and chief executive Ken Barton are both out and the meeting will be overseen by straight-talking acting chair Jane Halton, of children overboard fame. She will be in charge because proposed chair and cleanskin company saviour Ziggy Switkowski, 73, still hasn’t been approved by the various state-based gaming regulators.

Indeed, former Lendlease CEO Steve McCann is not even officially Crown Resorts CEO yet because his probity clearance hasn’t come through either, more than five months after being announced. And with former Aristocrat Leisure CFO Toni Korsanos walking away after tomorrow’s AGM, the embattled Crown will be down to just three regulator-approved directors: Halton, Bruce Carter and Nigel Morrison.

Among myriad issues to be debated tomorrow, Crown will be grilled on:

• The prospect that Victorian royal commissioner Ray Finkelstein has recommended Crown lose its Melbourne licence
• Questions about when Crown will be allowed to open its high-roller casino in Sydney
• What happened to the aborted takeover bid from rival Star Entertainment, which is now also in the gun over money laundering and dubious high-roller clients
• The future of the high-roller business given border closures and the move away from toxic junket operators
• Two unresolved class actions, one of which is set for a six-week trial later this year
• Prospects of huge fines imposed by AUSTRAC after the various royal commissions uncovered widespread money laundering
•  The future of 37% shareholder James Packer who has been stripped of all power to appoint directors after presiding over Crown’s various governance and operational fiascos.

Crown aside, there have been other interesting developments in recent days during the corporate AGM season.

Yesterday property giant Dexus copped the biggest remuneration strike we’ve seen in a while after 65.8% of the voted stock went against because the well-paid management team somehow persuaded the board to sign off on a further $9 million of retention bonuses.

CEO Darren Steinberg has been in the job for nine years, so it is clearly time for the board to explore life after Darren, who was adamant yesterday that Australia’s office towers would be full of workers again after Australia Day next year. Long-serving chairman Richard Sheppard, a former deputy managing director of Macquarie Group, is also under pressure for approving the pay largesse and his role as a director of Star.

The pay protests went broader yesterday when 33.3% of voted stock at the IDP Education AGM was cast against its remuneration report.

This was individual universities using their newfound independence from peak body Education Australia to collectively cast much of their combined 25% stake in the student placement giant against the remuneration report. Going into the pandemic, the universities owned 49% of IDP Education through their peak body, an arrangement dating back to the original joint venture with online jobs giant Seek, which sold out through an IPO priced at just $2.65 a share in late 2015.

However, a combination of dilutive institutional placements and sell-downs over the past 18 months saw collective university control unwound as the residual stock was distributed to individual institutions. With the stock having tripled in 18 months to yesterday’s closing high of $37.15, we are now talking about a giant worth more than $10 billion.

Poor old Seek only booked a $330 million profit on the IPO, leaving $4 billion on the table. The universities chose to sell down after foreign student numbers dried up and they were denied access to JobKeeper. However, IDP Australia snaffled $7.9 million of JobKeeper that it really didn’t need and is under pressure to pay it back, particularly given its CEO Andrew Barkla has made more than $50 million out of his incentive shares.

Elsewhere, billionaire Andrew “Twiggy” Forrest is looking slippery after opting for a physical Fortescue Metals AGM in Perth on November 9 starting at 6pm AEST with no ability to participate online. With the Western Australian border firmly shut to Melbourne and Sydney shareholders, this is not exactly an inclusive move by a company with 122,000 retail shareholders. Forrest was beamed in from Paraguay during last year’s nearly three-hour online AGM where he was peppered with online questions he clearly didn’t enjoy.

The added element to this year’s AGM is two hostile shareholder resolutions calling on Fortescue to develop a better Indigenous engagement program after Rio Tinto’s Juukan Gorge destruction scandal. If any of the 100-plus petitioners or Pilbara-based Indigenous community members wish to address the meeting, they’ll need to get themselves to the grand ballroom of Perth’s Hyatt Regency where Forrest will no doubt be in full control of the microphones and debate atmospherics.

Finally, proposed constitutional amendments to allow for online-only AGMs have been dropping like flies with Brambles, Dexus and Bendigo Bank all pulling their resolutions after protest votes driven by the two most powerful proxy advisers — local firm Ownership Matters and global giant ISS — which fancy physical AGMs.

ASIC regulations have temporarily paved the way for online AGMs but companies which take this option are obliged to offer both a live-texted question feature, plus an open teleconference facility. Forrest obviously didn’t like the look of this and instead went for a 100% physical AGM in the world’s most isolated city. These are the things you can do when you own 36% of a $45 billion company.