30/10/2013 - 05:17

AGM votes a lesson in volatility

30/10/2013 - 05:17


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Company directors must be getting nervous after watching the voting patterns at recent annual meetings.

VOTER BEHAVIOUR: 40 per cent of Forge Group shareholders voted against its remuneration report, which detailed the generous package paid to chief executive David Simpson last year

There are some interesting parallels between voting patterns at Australian elections and those at annual shareholder meetings.

Voter behaviour can be volatile, with results swinging wildly from one election to the next.

Voters are also impatient, punishing governments (and company directors) they believe have not delivered on their promises.

For most of us, voter behaviour can sometimes be hard to understand.

Let's look at some example of volatility in the business sector.

Shipbuilder Austal, for instance, attracted a very large protest vote at last year's annual meeting, with 45 per cent of shareholders voting against its remuneration report.

This year, only a handful of shareholders voted against the remuneration report, and only 6 per cent voted against the issue of shares to chief executive Andrew Bellamy.

A company on the receiving end of a big protest vote this year was engineering contractor Forge Group.

Forge has been a strong performer, especially compared to many of its hard-hit peers, but that, apparently, wasn't enough to justify the remuneration package paid to chief executive David Simpson.

Last week, a hefty 40 per cent of Forge shareholders voted against the company's remuneration report, which detailed the generous package paid to Mr Simpson last year.

His base salary ($1 million), sign-on bonus ($750,000) and total remuneration ($2.9 million) all put Mr Simpson in rarefied company in the current market.

Forge will need to work hard to ensure it doesn't attract a 'second strike' at next year's annual meeting.

If it does, shareholders will have to be asked whether they want to spill the current board.

Austal worked hard to avoid that outcome. It put in place a new incentive scheme that will tie Mr Bellamy's income to specific and transparent performance measures – something other companies could learn from.

Macmahon Holdings attracted a first strike last year and has already written to shareholders asking for them to support this year's remuneration report.

Chairman Ken Scott-Mackenzie told shareholders about a range of measures, including voluntary 10 per cent pay cuts accepted by the board, the chief executive and other executives for the period between November 2012 and June 2013.

Macmahon shareholders will no doubt continue to weigh up the $1.1 million base salary paid to chief executive Ross Carroll – it is 16 per cent lower than his predecessor was paid, but still high by WA standards.

Peet also attracted a first strike last year and will be hoping for more support this month when chairman Tony Lennon hosts the annual meeting.

One company that has been criticised by proxy advisers but has little to worry about is Seven Group Holdings, which employed chief executive Don Voelte this year on a $3.2 million base salary.

With chairman Kerry Stokes controlling 67 per cent of the vote, Seven Group directors have less to worry about than most of their peers.

A new challenge for company directors is the possibility that shareholders will use voting on the remuneration report to deliver a protest.

A famed example occurred two years ago, when 44 per cent of Automotive Holdings Group's shareholders voted against the remuneration report.

The vote was subsequently seen as a protest by the Wheatley family, which founded AHG, and the current board, most likely related to the exit a few months earlier of chief operating officer Chris Marwick.

That may have been frustrating for the incumbent board, but it proved revealing for shareholders, who discovered all was not well.

Another company that recently attracted a big protest vote was Coventry Group, with 35 per cent of shareholders voting against its remuneration report at last week's annual meeting.

The most likely explanation is the company's persistent underperformance.

When the 'two strikes' policy was introduced, nobody expected it would be used this way.

But maybe it's like our parliamentary democracy; the system is imperfect, and occasionally delivers strange results, but works well nearly all the time.


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