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| ASA Chairperson's address to Annual General Meeting |
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The Australian Shareholders' Association Annual General Meeting was held in Perth on Tuesday, 4th May 2010. All resolutions for the three directors standing for re-election were approved unanimously on a show of hands. A copy of the Chairperson's address to the meeting follows. A copy of the presentation can be downloaded here.
Helen Dent, ASA Chair's Address to AGM | PERTH 4 MAY 2010
The formal notice of this meeting having been despatched to all members within the required time (21 days) and a quorum (10 members) being present, I declare the 2010 annual general meeting of the Australian Shareholders' Association Limited open. I would like to welcome everyone. I would appreciate people please turning off their mobile phones so there will be no interruptions during the procedures. The program today will be:
At the close of the formal meeting there will be an opportunity during refreshments to meet all board members and senior staff as well. Each of us is keen to speak with as many members as possible, so please make yourselves known to us then. Our auditor, Stephen Roger, of BKR Walker Wayland, is standing by in his office to attend by telephone if required.
Introduction of board members and senior staff ApologiesMichael Perry is deputy chair. He is overseas and therefore unable to attend. Michael has been a director since April 2005; chair of the ASA Policy Committee and the NSW Branch as well as being a NSW company monitor John Turner is on leave of absence for health reasons. He has been a director since May 2008. It is with considerable regret that I announce that John has submitted his resignation from the board effective at close of business today. The board would like to acknowledge and thank John for his valued contribution to its deliberations in his relatively short period as a director of the Association. During that time, John has contributed actively particularly on ASA financial issues; his dedication and commitment to ASA has been exemplary. John was as well chairman of both the South Australian branch and its company monitoring committee, as well as monitoring a number of companies for many years. We very much regret that ASA is losing such a hard working active member, and are grateful that John is remaining an ASA member. On behalf of everyone in the ASA I wish John and his family all the best for the future.
DirectorsDavid Barnett has been a director since May 2006. David is chairman of the Audit Committee, member of the Policy Committee and chairman of the Queensland Company Monitoring Committee. Tom Herzfeld has been a director since April 2007, he is chairman of the West Australian Branch and a WA company monitor. Tom is standing for election and you will hear from him a little later Betty Clarke-Wood has been a director since May 2008. Betty is a member of the National Conference Committee, member of the Victorian State Committee, and convenor of the Ballarat Regional Group. Dennis Shore was appointed director on 1 January 2009 and elected in April 2009. Dennis is chairman of the Victorian Company Monitoring Committee. Doug Armati was appointed a director on 4 January 2010. Doug is chairman of the WA Company Monitoring Committee. Doug is standing for election and you will hear from him a little later.
Senior staffStuart Wilson is the ASA Chief Executive Officer. Stuart joined the ASA national office in 2000 and was appointed CEO in 2002. Stuart's continuing fine leadership has been invaluable to the ASA. Claire Doherty was appointed Policy and Research Manager in 2008. Claire has given sterling effort in driving many of the company monitoring support improvements, undertaking an enormous amount of research, as well as crafting ASA submissions to government bodies and inquiries. ASA is fortunate indeed to have an excellent team of talented and creative people who are prepared to put in long hours in the best interests of our members. On behalf of the board and all ASA members, I thank Stuart, Claire, Alita, Glynis and Telarney for their contributions to the ASA over this past year. I would also like to say a few more words about Alita and Glynis, both of whom have been with the ASA for nearly 6 years and both of whom have taken decisions to move on. 6 years appears to be a long time in one job these days. In such a small organisation, this level of turnover represents a considerable challenge for us, but we of all organisations, must acknowledge people's needs to progress through different stages in their working and non-working lives. The contribution Alita Blanchard has made to the ASA is genuinely enormous, and just saying thank you seems insufficient. Alita has taken Equity from an earnestly striving but largely amateur product to one whose hallmark attributes are professionalism, dependability, authority and quality. Equity came of age under Alita's creative, skilled and above all professional hands. It proudly represents what ASA is about, provides quality content squarely aimed at meeting member needs and wants, and is valued accordingly by members. Going beyond Equity, Alita has been the mainstay in implementing the new website, setting priorities for removing the inevitable bugs and getting it onto a path where it can and will meet a wide diversity of ASA requirements. As well, Alita has developed, nurtured and expanded a range of now widely used and appreciated communication channels such as ShareMail and Edmail, campaigns underpinning both ASA events and membership drives, and assisting our branches and regional groups to communicate directly with members in their areas. I have found it a pleasure to work with such a talented young woman and will miss her sorely. On behalf of everyone in ASA, I want to thank Alita and I for one will watch her future development with interest. Glynis Caddy has decided that now would be a good time to retire to take advantage of those wonderful opportunities that open up when once we are no longer burdened by what others want us to do. I would like to recognise the dedicated contribution Glynis has made to the ASA for the past 6 years, in particular her undoubted talented negotiation skills and the efforts she put in that made a material difference to ASA's capacity to achieve the financial success of the last 2 national conferences. Glynis has also made a sterling contribution to our education function in the last few years, working long and hard at ensuring the education sessions went off smoothly right around Australia. And the NSW branch is particularly indebted to Glynis's help with not just their education seminars but also quite a few of their Investor Hour tasks. On behalf of the ASA, I wish Glynis and her family all the best for the future.
2009 in briefWhile 2009 saw a significant recovery in the share market and the economy compared with the extremities of 2008, for the ASA it proved one of our more challenging years. Our growth stabilised as can be seen from the graph on page 3 of the annual report (**Powerpoint 2). But the issues we needed to deal with were of considerable concern. (**Powerpoint 3). I will elaborate on each of the following:
Executive remuneration(**Powerpoint 4) 2009 and into 2010 has seen significant developments in the battle to align executive and shareholder interests. It is regrettable that quite large numbers of boards took actions effectively overriding their executive remuneration schemes in order to pay senior executives amounts regardless of slashed shareholder value - these are the same schemes ASA has fought long and hard about to force an alignment between executive incentives and shareholder interests. With the appalling drop in shareholder returns seen from late 2008 through 2009, we could perhaps have been forgiven for thinking that boards would rather not stick their combined heads up above the parapet quite so precipitately. But we have seen some extraordinary fits of egregious ignoring of shareholder interests. Many companies have indulged in effectively undoing their CEOs' long term incentive plans by drowning them in increased fixed pay and short term incentives. Of course, the latter are usually clothed in vague descriptions, are rarely disclosed and usually are not objectively measureable. Hardly any wonder that the government felt sufficiently uncomfortable to refer the whole mess off to the Productivity Commission to see if it could take some of the heat off it by at least being seen to do something. Meanwhile, through the latter half of 2008 and the first half of 2009, the Board undertook a wholesale review of ASA's remuneration policy - a process that culminated in the release of ASA's new policy in May 2009 in advance of the Productivity Commission inquiry. It has been gratifying to see many of ASA's key factors reflected in the Productivity Commission's recommendations in their final report and very recently agreed to by the government. In particular our push for more effective alignment of pay and performance and holding boards to account have been forcefully vindicated and supported by both the PC and the government. The government has agreed to recommendations that aim to see more effective disclosure of executive pay, stopping executives' conflicted voting on the level of their own pay at AGMs, shedding light on the influence of remuneration consultants behind whom many boards have chosen to hide in the past, and adding a further means for shareholders to force boards to be accountable to them for their remuneration decisions. In what could prove a useful additional pressure, the government has also made it clear that if the ASX and the corporate governance council choose not to implement recommendations in their control, then the government will legislate to do so. The ASA would prefer companies to self regulate wherever feasible and effective rather than have the government force change via black letter law with its history of unintended consequences and questionable achievements. But we do welcome this additional pressure on companies and other players to make the changes necessary to convince shareholders that they are willing and able to align the interests of top executives and shareholders.
Capital raising(**Powerpoint 5) The wholesale scrambling of companies raising equity in the face of what was an incredibly difficult credit environment was handled badly by many companies already in bad odour with their shareholders. The majority of these boards seriously disadvantaged their long-term, loyal shareholder base through either outright dilution via discriminatory placements with large financial institutions, or providing opportunities to participate but on much less advantageous terms. 2009 saw tens of billions raised by Australian companies. But the bulk of it was from institutional placements - at significant costs to shareholders in investment bank fees; and often at further price damaging substantial discounts. Many companies say they needed to use this avenue for timing reasons. That is, it was urgent to repair those balance sheets that their own poor, short sighted management had damaged. Had there been no alternative, it might have been at least understandable for such actions on the part of companies like Westpac, CBA, NAB, Qantas, Tabcorp, Crown, Seven Network and Elders and many others. There was at least one company that managed to get it right - Rio. While it's tempting to laud Rio in these circumstances, it needs to be pointed out that the Rio board had no choice due to its dual listing on the UK stock exchange. In the UK, company legislation requires equitable treatment. Despite the absence of such Australian legislation, there is still an equitable alternative in Australia: accelerated renounceable entitlement or rights issues whereby in parallel with institutional placements, companies can offer securities on an equal footing to all investors: same price, same pro-rata entitlement. Share purchase plans were indeed offered by some companies to their small shareholders, but these are limited and do not provide a pro rata entitlement that enable shareholders to maintain their proportionate level of holdings in a company. Perhaps some of the worst examples included:
So to add to their woes of recovering from sick balance sheets, many companies have now possibly irreparably damaged their reputations with their long standing shareholders. More short-sighted poor management.
Prosper 09(**Powerpoint 6) Our third biennial national conference held at the Hilton Hotel in Sydney in May 2009 was a success from the most important perspectives: attendee satisfaction and financially. Despite fears of a major negative impact from holding the conference with the GFC apparently still with us, we managed to attract over 300 delegates; including a creditable 24 who made the trek over from WA. While overall numbers were not as large as the 2007 conference held at the height of the boom, they were considerably greater than our inaugural conference in 2005. The evaluation results completed by a large majority of attendees reveal an average overall value rating of the conference as 4.6 out of a possible 5; most gratifying to the conference organisers and the board committee and a testament to the incredible efforts all our national office staff devoted to making it so. The standout presenters each of whose sessions were rated above 4.5 comprised Peter Thornhill (for the third conference in a row), Principal, Motivated Money who informed and entertained on Investing in a perfectly rational market; David Gonski, Chairman of the ASX and Coca Cola Amatil whose discussion on Issues for directors in times of crisis raised some critical issues ASA and its members hold strong views on; and Steve Keen, author of Debunking Economics and Associate Professor, University of Western Sydney, a last minute stand in for our final speaker who was unfortunately seriously ill. Steve's presentation on The GFC: Scale, Causes, Consequences, while alarming to some was a highly valuable opportunity of hearing an insider challenging economic orthodoxy. Two members sent in AGM questions wanting to know more about the conference financial outcomes including DVD sales. One person expressed a concern that the board might be engaging in a crude attempt to hide the actual expense of Prosper 09; and therefore, suggested disclosure of all costs including the wages component of staff checking out venues, attending on Sunday and Conference days etc, plus the standard add ons...holidays, long service leave, superannuation etc. Finally, the member suggested that if these costs were added in, Prosper 09 may have been a loss making activity. Page 2 of the annual report provides ASA's 5 year summary to the year ended 31 December 2009. It is clear from this table (** PowerPoint 7) that in each of the conference years, 2005, 2007 and 2009, both revenues and expenditures increased significantly over the non-conference years - by an order of between 20% and 45%, depending on the year selected. The bulk of the increases in both are attributable to the national conferences, as could be expected. Each of the conferences has either broken even or produced surpluses. We do not apportion and record national office time and resources across individual events. Nor has the board or the national office engaged in any cover up of expenses. ASA apportions staff resources across all our functions in the interests of maximising member benefits. This includes Prosper, other education functions and Equity and all our other activities, but we do not attempt to treat each of these strictly as cost or profit centres with highly detailed time and resource tracking that this would require. On the other side, we also do not attempt to allocate revenue to Prosper that comes in from the associated new membership, which were we treating such events strictly as cost or profit centres, would also be necessary. DVDs sales after the conference, I am pleased to say, slightly more than covered their production costs.
ASA website and database(**Powerpoint 8) After a lengthy gestation period, the ASA website was completely replaced during 2009. It now provide members and others with a thoroughly more user-friendly, valuable and informative site. The board's intention is to enable members to communicate far more effectively with the ASA national office and the board, and each other. The website now enables feedback on many items and articles. It has been pleasing to note the growth in member comments on such things as Stuart's weekly shareholder opinion articles, as published each Tuesday in the Australian and repeated on the website. Alita Blanchard is working on bringing the monitors portal on line as well as several other key developments. We would welcome your feedback - negative and positive as we continue this process. In addition to providing considerably improved website functionality, the software and database behind it enables not only online registration, but also where relevant, payment for all ASA events across the country. It has enabled many national office resource intensive manual processes to be streamlined laying the groundwork to increased productivity while saving both time and human resources within the national office.
Increased company monitoring outcomes and the GFC impactThe financial crisis had several impacts on the ASA, in addition to its dampening effect on Prosper09 numbers. Throughout 2008 and for at least half of 2009, the national office staff fielded large numbers of calls from angry, frustrated and sometimes despairing, shareholders. These calls were considerably more prolific than would normally be experienced. Much of the anger seemed to be crystallised by boards' actions on executive remuneration when shareholders had seen their wealth precipitately plunging; and later, when shareholders perceived so many boards as treating them in a cavalier fashion by raising equity in ways that significantly diluted their ownership share. (**PowerPoint 9) As exercises in what not to do to loyal shareholders, these were exemplary examples revealing not just gross board insensitivity but of total lack of understanding of their shareholder base. Coming from boards that profess to act in the best interests of and to take seriously their responsibilities to communicate effectively and openly with, shareholders, these have been actions impossible for shareholders to understand and accept. Nor should shareholders be expected to accept such treatment. It seems that many more shareholders are recognising that no organisation other than ASA represents them from an independent, unconflicted base; and they are using their votes to get the message across to boards. In the last 2009 reporting season at the annual and extraordinary general meetings ASA attended, the proxies of well over 60,000 shareholdings were entrusted to the ASA. This amounted to a market value greater than $4 billion - almost doubling the ASA's 2008 proxy holdings data - and approaching 400 million shares. Shareholders are sending unmistakable messages to boards via their proxy votes. (**PowerPoint 10) Which company board is going to ignore their 9th largest shareholder voting at their AGM? Woolworths and Leightons aren't - that's the size of the shareholding ASA represented at the Woolworths and Leightons AGMs last year. Similarly, ASA's proxy holdings were equivalent to the 10th largest shareholding vote for both the Commonwealth Bank and Wesfarmers. And the equivalent of the 11th largest shareholder vote for what is still the Big Australian, BHP; and the same level for Westpac and NAB, with the ANZ not far behind.
Note that ASA company monitors represented more shares in these examples than the likes of ANZ nominees, AFIC, ARGO and Citicorp nominees.
Advocating shareholder concerns and interests to government and parliamentary inquiriesOne of the ASA's key roles is to represent shareholder views and concerns as well as advocating for changes before governments, parliaments, inquiries and other players in the market. Much of this involves preparing and presenting submissions on matters where the interests of shareholders are or may be significantly affected. In 2009, ASA averaged almost one per month of these submissions in addition to the many meetings national office, directors and monitors attended in person explaining and discussing ASA's position or opinions. Policy and Research Manager, Claire Doherty, researched and prepared the bulk of ASA submissions, all of which can be accessed on ASA's website. The 2009 submissions included two separate ones made to the Productivity Commission's inquiry into Executive Remuneration, together with a submission concerning the Bill the Government introduced to Parliament to amend the Corporations Act aimed at Improving Accountability on Termination Payments. Another submission to a parliamentary inquiry related to the Telstra Bill. There were four submissions made either to the Treasury or Treasurer including on Australia's Future Tax System (the Henry review), on Treasury's proposed Short selling disclosure regime and another on Access to the share registers and the regulation of unsolicited off-market offers as well as a pre-budget submission. In addition, there were two ASIC submissions, one on Facilitating equity capital raising, and the other on the Share Purchase Plan Threshold. The remaining submission was a response to an AICD/ Finsia Discussion Paper on Underlying Profit.
Member survey(**PowerPoint 11) Early in 2009, we completed our biennial survey of members to tap into the wants and needs of our members as well as to understand better the characteristics of the membership. Some results included:
These results have guided some significant parts of our operations, particularly with respect to the education and training we undertake, the types of articles you have been regularly seeing in Equity and on the website, and in our submissions to various bodies, and in the CEO's shareholder opinion articles in the Australian each week. A further message to the board and the national office that we have taken from the survey is that ASA needs to articulate much more clearly for members -and non-members - when we have successes and what they mean for investors. You may have noticed a definite increase in the occasions where we have been blowing our own trumpet repeatedly, more often, and in more forums, to get the messages out there.
Thank you to our volunteersASA depends totally on the commitment and efforts of its volunteers, without whom we couldn't operate. On behalf of the board and the national office, I would like to thank all our volunteers for their unstinting and generous contributions to the continuing operations and well being of the ASA. We always need more volunteers to fill vacant positions in state organising committees, with education sessions, meeting logistics and the myriad other ways members benefit from ASA activities. If you can afford even a little time and effort, let your state chair or the national office know.
The year aheadYour board is increasingly concerned about the degree to which ASA can continue both to meet the wants and needs of members as well as increase the Association's capacity to influence companies in putting their shareholders first. (**PowerPoint 12) The board is in the process of reviewing the major determinants of both of these beginning with the ASA's strategic plan encompassing all aspects of the ASA, its objectives, members, growth and potential future, not just into the year ahead but for the next 5 to 10 years. The board will report further to members as this is progressed. For the immediate year, in education and training, we are renewing our commitment to and efforts in devising opportunities that cater to the most urgent needs of members
We'll be looking for more areas where members will immediately recognise the value to them personally in attending our education seminars. (**PowerPoint 13) We are continuing to experiment with various ways to attract greater numbers of investors to becoming members. One such method we are currently piloting depends on accessing share registers, which the board of a small company has granted to ASA (3,500 shareholders). In the interests of protecting shareholder privacy and minimising unwanted contact, ASA will not physically access the register itself. Rather, the company is despatching (at ASA cost) a short introductory document describing what ASA is and does including means for shareholders to opt in to receiving further contact from ASA by voluntarily sending their details to ASA. This document is being sent together with a cover letter from the company chairman telling his members the board has agreed to do this for the purpose of introducing shareholders to the ASA and the range of matters the ASA undertakes on behalf, and in the interests, of retail shareholders. Arrangements for the 4th biennial national conference are well underway. The conference is to be held at the Crown Promenade in Melbourne from 3 to 6 April 2011. We are finalising negotiations with the venue, have started putting together the program and potential presenters, as well as likely sponsors and exhibitors. Members can expect to see details advertised in Equity and on the website from around September-November this year, and I'd hope to see an even larger WA contingent in Melbourne in April next year. Despite Alita Blanchard's imminent departure, we will continue to introduce further developments on the website to cover the needs of company monitors and volunteers as well as directors. Separate portals for each of these groups are being developed and we hope to see them rolled out during the year.
Company monitoringASA's capacity to monitor companies on behalf of all our members, and the wider investing community, depends on expanding and training our volunteer company monitors. This year we expect to be monitoring more companies than ever before covering almost all ASX200 companies plus a sizeable number of ASX 300 companies. Most of the latter will be scrutinised by WA monitors and analyst/reviewers. (**PowerPoint 14) Training of monitors nationally is being further streamlined, and we are looking ahead to consider how best to adapt the state based training pioneered in WA across company analysis and review. It seems clear that these developments have been a driving catalyst in the significantly increased WA monitor numbers over the last 18 months in particular. Our major monitoring focus this year begins with companies that are not exhibiting signs of recovery and challenging directors and management to account for continuing poor performance. ASA Company monitors will from 1 July this year be judging boards' performance on executive remuneration in accordance with ASA's new policy. In particular, monitors will be looking for considerable improvement from many companies in the application of longer performance assessment periods - at least 4 years - to align CEO interests with those of their shareholders. And they will be looking for absolute and positive total shareholder returns, not just relative to a company peer group. With the heightened level of concerns involving capital management, monitors will be even more alert than previously to dangers to shareholders from both debt and equity raisings. In addition, the board policy committee is currently revising ASA policy on the equitable treatment of shareholders in capital raising. Members and others will be consulted on this draft policy in the coming months. Further monitor focus will be on reporting to and communicating with shareholders. We will particularly be questioning companies as to how they reconcile their usage of any non-statutory financial information with the financial statements. Opportunities to mislead are all too obvious here. We do not want companies to think they can easily use obfuscation and hype to cover up poor or questionable performance. Finally, monitors will be taking a sweeping look at whether their companies have a well-balanced board, the foundation of good corporate governance. Monitors will be asking boards how they are addressing issues of diversity, independence, gender, selection and succession.
Formal resolutionsWe now move to the ordinary business of this meeting and consider the Annual Financial Report of the Association and the reports of the Directors and the Auditors for the year ended 31 December 2009. I am happy to take questions and comments on this item of business at this point. I am also happy for questions to be addressed to any other director, through me. This item of business does not require approval by members.
Written questions from membersA member has asked what the board's strategy is on its current reserves (currently standing at around $700,000). The member would like to know whether there is a desired level above which the board decides to apply some of its accrued surpluses to an expansion of its operations; perhaps to include an additional staff member, or introduction of a new service for members. **PowerPoint 15 My response to this is that in assessing the ‘reserves' that the ASA has, one must be mindful of not just these assets, but also the liabilities of the Association. Over half of the funds held in interest-bearing term deposits relate to Subscriptions in Advance, which are liabilities to members based on the length of subscription they have remaining at year-end. The Association has retained earnings of $261,937, which is a modest buffer in case of either a substantial financial shock to the ASA or consecutive years of the Association running at a loss. This is prudent financial management. There are dangers involved in using cash reserves such as these for ongoing ventures, such as new staff members or new services unless there is a strong likelihood that it will result in substantial future revenues. Are there any further questions from the floor?
Election and re-election of directors...... That concludes the formal business of the meeting. Thank you for your interest and attendance. Could I urge you please to make yourself known to members of the board and the executive; and please don't hesitate to raise any matters with us. If you have issues related to policy and the like we prefer to have submissions in writing, preferably by email, in order that they can be circulated to the appropriate people and due consideration given to all proposals. |