Tasman Agriculture chairman shares his thoughts (and notes)

Friday 2nd November 2001

There are occasions when unintentional foul-ups and bizarre events lighten the serious business of company reporting and annual meetings.

There were at least two in the past fortnight, to add to a cherished collection accumulated over the years.

Among the best were the statement of then Judge Corporation chairman Bruce Judge to an annual meeting in the late 1980s, just before the company crashed: "In a technical sense, liabilities exceed assets" and the performance of President Stan Gold, from US company Shamrock Capital Advisors, who swanned into the 1998 Brierley Investments annual meeting, patronised shareholders with a string of cliched, nautically based similes and metaphors and got better ones in return.

There seemed to be a foul-up with the release of the chairman's address and other proceedings at Tasman Agriculture's annual meeting on October 24.

The document sent to the Stock Exchange and included in the daily memo for the morning of October 25 was apparently chairman Howard Paterson's "annotated working copy" of the agenda and supplementary papers.

No chair of a public company would go to an annual meeting without detailed, point-by-point notes to guide him/her through the business, unless he/she was an incompetent twit.

It is unusual to include such matters in a publicly released document. The notes or guides are normally deleted. Not so this year from Tasman Agriculture, whose document confirmed common corporate practice.

Mr Paterson did the usual formal things, greeting shareholders, introducing directors, reviewing the past year and the future outlook after the proposed liquidation of the company's New Zealand dairy-farming operations. A slide presentation accompanied the address.

He then moved to various formal resolutions.

Several directors had to be re-elected, including Mr Paterson. We read he would vacate the chair for his re-election and: "Max Duncan to stand up and say; 'I move that Mr H J Paterson be elected a director of the company. I call for seconder. Is there any discussion? If there is no discussion, I put the motion all those in favour say aye, against no. I declare the resolution carried.'"

"Thanks Max."

"H J Paterson to stand up and say, thank you, Max."

Mr Paterson then moved to re-election of other directors.

The notes followed the same pattern as with his re-election.

He presented the restructuring resolutions and moved the first: "Do I have a seconder?"

In brackets and heavy type this followed:

"[If no seconder, then Graeme Wong to second.]"
"All those in favour, please raise your right hand."

"[Count votes.]"

The meeting considered alterations to the constitution. Mr Paterson was "happy"to move the alterations.

"Do I have a seconder?"

In heavy black type and brackets, "[If no seconder, then Colin Armer to second.]"

Tasman Agriculture's document carried an embargo until 4pm, Wednesday October 24, so it seemed to have been prepared in advance, rather than summarising actual proceedings after the event.

At least it included (again pre-prepared) a welcome to shareholders to join "directors, management and staff for refreshments at the back of the room."

Across the water the bizarre was seen at mining giant BHP Billiton's meeting in Melbourne on October 16 and BHP Billiton plc's meeting on October 19.

There were 14 votes taken on election of directors to the Australian and UK-based boards, some involving the same people, and nine votes on other resolutions.

There were majorities of more than two billion votes in favour of election of each director, but votes were also cast against all of them, ranging from 13.62 million shares (against Australian company chairman Don Argus to the plc board; ye gods!) to 168.96 million (against J B Jackson to the plc board).

Stroppy shareholders cast 26.38 million votes against Mr Argus' election to the Australian company board.

While some strange logic might see various shareholders opposed to each director or all of them, the voting was more bizarre on other resolutions.

Votes totalling 34.43 million were cast against the appointment of auditors to the UK plc side of the dual operation, although 2.45 billion were in favour.

The two companies had to consider the new Australian constitution and new plc articles of association (the latter inapplicable here since the Companies Act, 1993).

A complicated arrangement, arising from the dual company and stock exchange listing setup, required each set of shareholders to vote on the Australian company's constitution and the UK group's articles.

The stroppy were out again, with 11.09 million Australian votes against the constitution, 116.52 million plc votes against it, 14.52 million Australian votes against the articles of association and 131.97 million plc votes against them.

I tried to get "off-the record"comment from BHP Billiton's Melbourne head office but the appropriate spokespeople were unavailable until after press time.

Without compromising them, it is likely they saw the situation as bizarre as we do, particularly as four other resolutions related to capital rights in plc had opposing votes ranging from 139.71 million to 221.14 million. The votes for were all more than 2.3 billion. Makes you wonder why some people, or funds, own shares in such companies.

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