Perennial hopes come to an end CBD Ben Butler
Entitlement to the fee was said to arise from a "change of control" transaction in 2006, when the trio, Mike Crivelli, Anthony Patterson and John Murray, merged their outfit, Perennial, with the Oddfellows.
No fee was paid, and the three executives traipsed off to the NSW Supreme Court, which kiboshed the payout in 2011.
Determined to get their due, the three pressed on to the Court of Appeal.
On Friday, three judges -Ruth McColl, Fabian Gleeson and Mark Leeming - found that "a combination of textual and contextual considerations lead to the rejection of the executives' submissions", dismissing the appeal and ordering them to pay IOOF's costs.
Overcommitted
It seems Macquarie Group non-executive director Michael Hawker will have to give up his beloved rugby if he is ever to earn the approval of the value hounds at the Australian Shareholders Association.
Stephen Mayne, of the ASA, also thinks Hawker should be punished for losses at IAG, where as chief executive between 2001 and 2008 he helped spearhead a disastrous foray into Britain.
"After six years of hell in the UK for IAG, the 2013 Macquarie AGM does give Australian shareholders more generally a chance to reflect on one of those who was clearly responsible for the move," Mayne said in an ASA position statement.
Board seats at the Australian Rugby Union, southern-hemisphere governing body South African, New Zealand and Australian Rugby (he's chairman of both), the Dublin-based International Rugby Board (where he's on the executive committee), Aviva, Washington H Soul Pattinson, Sydney's George Institute for Global Health, Boston's Giant Steps Foundation and Hong Kong private equity outfit GEMS made Hawker "one of the most overcommitted professional directors in the Australian market", Mayne said.
Unfazed by all this jet-setting, Hawker somehow maintained what Mayne admitted was "exemplary" attendance at millionaires factory board meetings.
Macquarie Group shareholders should nonetheless vote against him at the company's annual meeting on Thursday, Mayne said, adding that the ASA "calls on Mr Hawker to relinquish some of his commitments to free up sufficient time to devote to his important role as a senior independent director".
Daddy's daughter
Men in corporate Australia seem proud fathers. Husbands, not so much.
Women in the workplace headkicker Helen Conway told CBD men agree that it wouldn't be fair for their daughters to have fewer opportunities than sons.
"They seem less worried about their wives," she mused.
Louise Davidson, who talks diversity with listed companies for the Cbus super fund, said she was commonly confronted with "anecdotes from chairmen about the fact that their daughter could run BHP but chooses to stay at home with their children".
Do we need to wait for these men to retire, she asked Conway.
Response: "I'm a realist enough to know that some people will never have to change their mind and there are some people who frankly need to cycle off if we're ever going to see a change in their companies, which is probably the politest way I can put it."
Just for a giggle
More japes from the funsters at laugh factory the Reserve Bank, which has released another action-packed tome that is sure to fly off the shelves: Finalisation of the Cash Flow Waterfall Template for Repo-Eligible Residential Mortgage-Backed Securities.
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Frequently Asked Questions about this Article…
The NSW Court of Appeal dismissed the appeal by three Perennial executives who sought about $25.7 million from IOOF. The judges (Ruth McColl, Fabian Gleeson and Mark Leeming) found the executives' textual and contextual arguments unpersuasive, rejected the claim and ordered the executives to pay IOOF’s legal costs.
The claim was brought by three executives: Mike Crivelli, Anthony Patterson and John Murray. They argued they were entitled to a fee arising from a 2006 change-of-control transaction when Perennial merged with the Oddfellows.
The claim was based on an alleged entitlement to a fee from a 'change of control' transaction in 2006 (the Perennial–Oddfellows merger). No fee was paid, the NSW Supreme Court rejected the payout in 2011, and the Court of Appeal has now dismissed the subsequent appeal.
The ruling resolves this particular legal dispute in IOOF’s favour and removes the possibility that IOOF would have had to pay the claimed $25.7 million to the executives. Investors should watch company announcements or financial statements for any related disclosures, but the article itself does not state any immediate market or balance-sheet impact.
The ASA, via Stephen Mayne, criticised Michael Hawker for being 'overcommitted' with numerous board and external roles and for his responsibility for IAG’s poor UK results during his time as IAG CEO. The ASA urged shareholders to vote against his re-election at Macquarie’s AGM and asked him to relinquish some commitments so he can devote more time to his senior independent director role.
An 'overcommitted' director holds too many board or external roles, which may limit the time and attention they can give to each company. For everyday investors, this raises governance concerns because directors who are spread thin might be less effective in oversight. The ASA’s public call to shareholders reflects that investor groups may vote against directors perceived as overcommitted.
The article reported comments from gender-diversity advocates: Helen Conway noted corporate men often say they want equal opportunities for their daughters but are less concerned about their wives, while Louise Davidson said she hears anecdotes that daughters could run big companies like BHP but sometimes choose to stay at home. The broader point was that some people won’t change and certain leaders may need to 'cycle off' to see meaningful change in company diversity.
The article joked about a new Reserve Bank release titled 'Finalisation of the Cash Flow Waterfall Template for Repo-Eligible Residential Mortgage-Backed Securities.' It was mentioned tongue-in-cheek as another detailed RBA document to hit the shelves. The article does not summarise the document’s contents.
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