THE move by BlueScope Steel boss Paul O'Malley to waive part of his salary package on the same day his company announced more write-downs and sold 50 per cent of the group's Asian and US business, was a calculated move designed to clean the slate and herald a new era.
BlueScope joins a growing list of companies announcing impairment charges and cancelling short-term bonuses. As reporting season ramps up, there will be more.
In the past few months, companies with share prices that have fallen below the book value of their assets have received letters from the corporate regulator warning them about the need to justify these carrying values by conducting full blown impairment tests.
Boards have also been meeting with investors and proxy groups to discuss executive pay before the annual meeting season. The message they have received is there will be no tolerance for generous packages in those companies that have watched their share prices get torched and even less tolerance for those who hit them with asset write-downs this reporting season.
With 108 companies, including BlueScope, suffering a "first strike" a "no" vote of 25 per cent or more against their remuneration reports last year, many have decided not to test the "two strike" rule this year, which could trigger a board spill.
According to Martin Lawrence at Ownership Matters, there is a view among institutions that pay levels in the property sector are high and pay outcomes have not reflected the terrible experience for investors in the sector over the past five years. "This and a low return environment means there is a real lack of tolerance for pay increases and large bonuses," he said.
Interestingly, Dexus Property Group unveiled sweeping changes to its executive pay and Stockland recently announced an overhaul of the pay packages of its senior executives. Others will follow suit.
In BlueScope's case, investors lapped up both announcements, pushing the stock up 34 per cent by the day's close. It was in sharp contrast to a year ago when investors had almost given up on the struggling steel maker and sent the board a stern warning when almost 40 per cent voted against Mr O'Malley's remuneration package.
The board opted to announce its new approach on executive pay in tandem with $310 million of new write-downs in its Australian business.
Unlike some other companies, including BHP Billiton, which announced chief executive Marius Kloppers had given up his bonus after revealing a $US2.8 billion write-down last week, BlueScope was able to sugar coat it with the promise of a new beginning.
The deal involves the sale of 50 per cent of its Asian coated products operations to Nippon Steel for $US540 million, which is equivalent to half the company's market cap and that's after the stock soared almost 40 per cent.
It is the first positive piece of news from the company in a long time after suffering big impairment costs, a large and dilutive equity raising and hefty losses, all of which pushed the share price from $8 three years ago to 26? on Friday.
The deal with Nippon rescues BlueScope from a death spiral by giving it enough capital to grow its other businesses and at the same time resets the small value the market had ascribed to the company.
The capital gives BlueScope a few options, including the ability either to buy out the remaining 50 per cent of a small, but profitable, US mini steel mill, or expand its pre-engineered steel frame business, which makes frames for warehouse buildings such as for the big Costco supermarket building at Melbourne Docklands.
Both businesses are doing well but have been drowned out by the negative parts of its business.
BlueScope is a victim of the global financial crisis, which created a situation where the steel industry is going through its worst crisis in 60 years after the global recession caused demand to collapse, raw material costs to rise and the Australian dollar to strengthen.
It is a dramatic example of how savage the market has become on stocks that are no longer in favour. If it had not announced the deal with Nippon yesterday and instead fronted the market on results day with a $1 billion loss there is no knowing how far the share price would have fallen.
There are other companies that will be feeling similar pressure in the next few weeks as they feel the weight of the Australian Securities and Investments Commission bearing bearing down to make sure the outcome of impairment tests are bona fide and, at the same time, knowing that the annual meeting season is fast approaching and investors are out for blood.
At the end of the exercise, if a company can't show that its assets reflect fair value, then the board will be forced to make an impairment charge, which will trigger exactly what got it into the situation in the first place another round of share price falls.
In the case of stocks such as Qantas, which is trading at $1.18 after slumping at a record low of less than $1 after a shock profit warning, and Fairfax Media, which is trading at 53? a share, there will be a lot of hand wringing by the boards over their asset valuations.
Without a smart deal to counter it, a restructure of short- and long-term incentives might be the only bone they can throw investors who want a piece of their flesh.
Frequently Asked Questions about this Article…
Why did BlueScope Steel’s CEO Paul O’Malley waive part of his pay when the company announced write‑downs and a sale?
Paul O’Malley waived part of his salary as a calculated move to “clean the slate” and signal a new era after BlueScope announced $310 million of Australian write‑downs and the sale of 50% of its Asian coated‑products operations. The gesture was aimed at reassuring investors amid heavy impairment charges and executive pay scrutiny during reporting season.
What was the market reaction to BlueScope’s write‑downs and the deal with Nippon Steel?
Investors responded positively: the stock jumped about 34% by the day’s close after BlueScope paired the write‑down announcement with a deal to sell half of its Asian coated‑products business to Nippon Steel for US$540 million. The combination of capital and a fresh start helped reset the market’s view of the company.
What did the Nippon Steel deal involve and how does it help BlueScope’s business strategy?
BlueScope sold 50% of its Asian coated‑products operations to Nippon Steel for US$540 million. The cash injection gives BlueScope options to invest in or buy out other profitable parts of its business — for example, acquiring the remaining 50% of a small US mini steel mill or expanding its pre‑engineered steel‑frame business — and helps pull the company back from what the article describes as a potential ‘death spiral.’
What are impairment tests and why is ASIC pressuring companies to conduct them?
Impairment tests are formal reviews companies must perform to check whether the carrying value of assets on their balance sheet reflects fair value. The corporate regulator (ASIC) has been sending letters to companies whose share prices fell below book value, warning they must justify carrying values with full impairment tests. If assets aren’t fairly valued, boards must book impairment charges, which can trigger further share‑price falls.
How is investor intolerance for executive pay affecting companies this reporting season?
Investors and proxy groups have little tolerance for generous pay packages or big bonuses at companies that have seen their share prices collapse or taken large write‑downs. The article notes many companies are cancelling short‑term bonuses or overhauling executive pay (examples: Dexus and Stockland) to placate investors and avoid repeat ‘no’ votes against remuneration reports.
What is a ‘first strike’ and how does the ‘two‑strike’ rule influence boards and remuneration decisions?
A ‘first strike’ is when 25% or more of shareholders vote ‘no’ against a company’s remuneration report. The ‘two‑strike’ rule can trigger a board spill if a company gets a second such strike in the following year. Because 108 companies (including BlueScope) received a first strike last year, many boards are avoiding actions that could provoke a second strike and potential board upheaval.
Which sectors or companies are mentioned as facing particular pressure over asset valuations and reporting?
The article highlights the steel sector (BlueScope), parts of the property sector (where institutions say pay levels have been high), and challenged companies such as Qantas — trading around $1.18 after a profit warning — and Fairfax Media, which is trading at much lower levels. These groups face heightened scrutiny over asset valuations and may need to make impairment charges or strategic moves.
If a company can’t avoid impairment charges, what options does the article say it might consider to reassure investors?
Beyond taking impairment charges, the article suggests companies can try to strike smart strategic deals (as BlueScope did with Nippon Steel), restructure short‑ and long‑term incentive plans, or overhaul executive pay to show alignment with shareholder outcomes. Without such measures, boards risk further share‑price falls and investor backlash.