Ambiguities and inconsistencies in relation to the obligations of proxies under corporations law: a model for reform

This article reconsiders the important question which came to light as a result of the controversial 2002 Coles Myer annual general meeting: do directors that are appointed as proxy have an obligation to vote as directed (and indeed should they)? A recent decision of the New South Wales Supreme Court, which was subsequently approved on appeal, stands for the proposition that proxy holders are agents of the shareholders that appointed them. However, currently the Corporations Act only requires a Chairman appointed as proxy to vote as directed — not an ordinary director. This article briefly explains the present state of the law in Australia on this issue, and then explores some interesting recent judicial remarks which may suggest that ordinary directors appointed as proxy must vote as directed in order to satisfy their director’s duties (both common law and statutory) to the company. We finally outline a proposed statutory reform initiative which seeks to remove the present uncertainty in the law by introducing a blanket requirement that all proxy holders must vote as directed.

Weinstein, Blatter, Cavan, Wallace

Michael Weinstein (left) and George Wallace (right), respectively Chairman and Secretary of the Victorian Soccer Federation, flank Sepp Blatter (then General Secretary of FIFA) and Harry Cavan of Northern Ireland and Vice President of FIFA, during a 1980 planning meeting for the forthcoming World Youth Cup to be hosted by Australia in 1981.

Changing journalism for the likely present

Media convergence and newsroom integration have become industry buzzwords as the ideas spread through newsrooms around the world. In November 2007 Fairfax Media in Australia introduced the newsroom of the future model, as its flagship newspapers moved into a purpose-built newsroom in Sydney. News Ltd, the country’s next biggest media group, is also embracing multi-media forms of reporting. What are the implications of this development for journalism? This paper examines changes in the practice of journalism in Australia and around the world. It attempts to answer the question: How does the practice of journalism need to change to prepare not for the future, but for the likely present.

Early in November 2007 The Sydney Morning Herald, the Australian Financial Review and the Sun-Herald moved into a new building dubbed the ‘newsroom of the future’ at One Darling Island Road in Sydney’s Darling Harbour precinct. Phil McLean, at the time Fairfax Media’s group executive editor and the man in charge of the move, said three quarters of the entire process involved getting people to ‘think differently’ – that is, to modify their mindset so they could work with multi-media.

The new newsroom symbolised the culmination of a series of major changes at Fairfax. In August 2006 the traditional newspaper company, John Fairfax Ltd, changed its name to Fairfax Media to reflect its multi-platform future. In March 2007 Fairfax launched Australia’s first online-only daily publication in Queensland, brisbanetimes.com.au. In May 2007 Fairfax completed its merger with Rural Press to become the biggest media company in Australasia, with annual revenues of about $2.5 billion and market capitalisation of about $7 billion. Two months later Fairfax got even bigger when it acquired at least one radio station in all Australian capital cities plus television studios when it bought Southern Cross Broadcasting. Fairfax is expected to bid for one of the two digital television licences made available by the changes to media ownership laws promulgated in May 2007.

The aim in moving Fairfax from a print to a multi-platform company was to reach as large an audience as possible. ‘We have a total readership in print of over 4 million per day and online of over 5 million per month’, CEO David Kirk said at the time of the Rural Press merger. ‘Our brand of quality, independent, balanced journalism will serve and support more communities than ever’ (Kirk 2007). A few months earlier chairman Ron Walker had written in the company’s annual report: ‘Fairfax is evolving into a truly digital media company’ (2006: 2). Within five years Fairfax would be a significantly bigger Internet company that distributed its content ‘over more media’, Kirk wrote in the same report (2006: 5).

Kirk developed a three-pronged strategy. The first part of the strategy involved the need to ‘defend and grow our newspaper publishing businesses’ – that is, to consolidate and develop the existing newspapers, whose circulations were holding steady during the week and improving on Saturdays. The second part involved plans to ‘accelerate the revenue and earnings of our digital business’. The third part was ‘to build a digital media company for the twenty-first century’ (Fairfax annual report 2006: 3). In June 2007 Kirk appointed Tim Mannes project leader for the Fairfax Media-Rural Press integration. ‘The purpose of the integration work is to bring the two companies together and build what is truly Australasia’s leading media company’, Mannes wrote in a memo to all staff on 7 June 2007. ‘It’s vital throughout this process that we maintain continuity and momentum and protect the interests and needs of our customers’ (2007: 1).

The business model appears attractive. Kirk said Fairfax’s increased scale and diversity would mean it relied less on classified lineage advertising in major metropolitan newspapers, so it could ‘rapidly develop the best online response to changing media advertising patterns’. In the two years to 2006, online’s contribution to Fairfax’s profits had grown from 1 per cent to 14 per cent with ‘much more to come’. Online’s share of the national advertising pie had grown from 2 per cent in 2002 to 10 per cent in 2006 (Beverley 2007: 6) and had jumped to 14 per cent in 2007. Analysts said they were happy with Fairfax’s move ‘from a newspaper company to a media company’ and banks such as Credit Suisse upgraded their profits forecast (AFR 19 September 2007: 37).

Planning for the move to One Darling Island Road in Sydney’s Darling Harbour started early in 2006. Fairfax CEO David Kirk took personal responsibility. He and chairman Ron Walker visited integrated sites around the world, along with a group of editorial bosses. The favoured site was The Daily Telegraph in London, which embraced convergence from June 2006. CEO Murdoch McLennan hired a consultant from Ifra, Dr Dietmar Schantin, director of the Newsplex, to facilitate the move from mono-media to multi-media at The Telegraph. Schantin said change was less about new technologies and more about altering the established mindset. The focus must be on the audience: ‘The whole idea of audience orientation seems to be quite new for some newspapers. In the past it was more “we know what is good for our readers and so we distribute the content”.’ Newspapers were a service industry whose service was information and news, he said. Newspapers had to learn to ‘serve’ its audience with the things the audience wanted to know, on any appropriate platform. ‘We start from the audience. What they want is a very important point. That does not mean that a newspaper should just do what the audience wants. The newspaper [also] needs to stick
to its core values’ (Luft 2006, Coleman 2007: 5).

Tom Curley, CEO of the world’s biggest newsgathering organisation, Associated Press, gave an important speech to the annual Knight-Bagehot dinner in New York in November 2007. The news industry had come to a fork in the road and needed to take bold steps to secure the audiences and funding to support journalism’s essential role for both the economy and democracy, he said. Otherwise the media industry would find itself ‘on an ugly path to obscurity’. He similarly emphasised the need to serve the audience: ‘Our focus must be on becoming the very best at filling people’s 24-hour news needs. That’s a huge shift from the we-know-best, gatekeeper thinking. Sourcing, fact gathering, researching, storytelling, editing [and] packaging aren’t going away’
(Curley 2007).

Kirk appointed a ‘newsroom of the future’ committee from editorial (reporters and photographers), IT and HR. The committee initiated a study tour by editorial executives of leading integrated and converged newsrooms in the UK and the US in April 2007. This became known as the ‘Tier 1’ course and involved the editor and deputy editor of The Age, and the news editor of The Sydney Morning Herald. The Herald’s editor went to the annual conference of the World Association of Newspapers in Cape Town, South Africa in June 2007 because that event featured convergence as one of its main themes (PANPA Bulletin June 2007: 6). The committee designed a two-day awareness course for senior editorial managers, known as ‘Tier 2’, that was run in Sydney in July 2007. The ‘Tier 3’ program for all editorial staff started in August 2007 and this ‘multi-media awareness program’ continued until the end of the year. A ‘Tier 4’ course for about 10 per cent of editorial staff (about 40 journalists), where they learned a range of multi-media skills, was scheduled to start after the Beijing Olympics in 2008. The author facilitated most of the Tier 2 and 3 courses.

The Tier 3 and 4 courses have profound implications for journalism education in Australia because they represent the start of major changes to how journalists work in Australia. The process reflects evolution in newsroom practices around the world. In November 2006 Ifra, the international media research company, asked newspaper executives worldwide about their priorities for 2007. The survey attracted 240 responses from 43 countries and results appeared in January 2007. Integration, editorial convergence and cross-media strategies attracted the most attention. Four in five executives rated it one of their top priorities, and half made it their main priority in terms of allocating ‘significant’ funds (Ifra 2007: 34). Ifra repeated the survey in November 2007 and published the results in January 2008. Expanding web strategies was first on the list for 2008, just ahead of editorial convergence strategies, which topped the list in 2007. Improving video and audio content jumped 14 places, and mobile phone strategies leapt 9 places between 2007 and 2008 to be near the top of the list (Ifra 2008: 8).

Corporate governance, firm characteristics and risk management committee formation in Australian companies

Purpose – The purpose of this paper is to examine how a risk management committee (RMC), as a newly evolving sub-committee of the board of directors, functions as a key governance support mechanism in the oversight an organisation's risk management strategies, policies and processes. However, empirical evidence on the factors associated with the existence and the type of RMCs remains scant.

Design/methodology/approach – Using an agency theory perspective, this study investigates the association between board factors such as proportion of non-executive directors, Chief Executive Officer duality, and board size; as well as, other firm-related factors (e.g. auditor type, industry, leverage, and complexity), and the existence of a RMC, and the type of RMC (namely, a separate RMC versus one that is combined with the audit committee). Data was collected from the annual reports of the top 300 Australian Stock Exchange (ASX)-listed companies.

Findings – The results, based on logistic regression analyses, indicate that RMCs tend to exist in companies with an independent board chairman and larger boards. Further, the results also indicate that in comparison to companies with a combined RMC and audit committee, those with a separate RMC are more likely to have larger boards, higher financial reporting risk and lower organisational complexity.

Research limitations/implications – Data limited to top 200 top ASX-listed companies, thus restricting generalisability of the results.

Originality/value – The findings of this study provide additional information on the use and design of RMCs in a voluntary setting.

The existence and nature of risk management committees in Australian companies

A risk management committee (RMC), as a newly evolving sub-committee of the board of directors, functions as a key governance support mechanism in the oversight an organisation’s risk management strategies, policies and processes. However, empirical evidence on the factors associated with the existence and the type of RMCs remains scant. Using an agency theory perspective, this study investigates the association between board factors such as proportion of non-executive directors, CEO duality, and board size; as well as, other firm-related factors (e.g. auditor type, industry, leverage, and complexity), and (1) the existence of a RMC, and (2) the type of RMC (namely, a separate RMC versus one that is combined with the audit committee). Data was collected from the annual reports of the top 300 ASX-listed companies. The results, based on logistic regression analyses, indicate that RMCs tend to exist in companies with an independent board chairman and larger boards. Further, the results also indicate that in comparison to companies with a combined RMC and audit committee, those with a separate RMC are more likely to have larger boards, higher financial reporting risk and lower organisational complexity. The findings of this study provide additional information on the use and design of RMCs in a voluntary setting.

On memory, affect and atonement : the Long Tan memorial cross(es)

This article analyses the history of the Long Tan Memorial in Vietnam in order to open up a space for engaging with the memorialisation of war as something that can go beyond nationalistic sentimentality and create a space for more complex political and social engagements. In doing so I am concerned with exploring the value of an approach to heritage significance that prioritises relationships between places and peoples rather than authenticity and originality. I explore this question by making use of the fact that the Australian War Memorial has borrowed the original Long Tan Cross now in the custodianship of the Dong Nai Museum for a special exhibition to commemorate the Vietnam War. The Australian Vietnam Volunteers Reconstruction Group, who has official custodianship of the replica cross at the Long Tan Memorial site in Vietnam, has expressed disquiet over the loan. I use the Acting Director’s reply to the AVVRG’s Chairman to open up a discussion about the differences in meanings between these two crosses, what underlies these and how we might theorise them in order to open up an understanding of war heritage that recognises its potentials and its limitations.

Political connections, founder-managers, and their impact on tunneling in China’s listed firms

We investigate the impact of manager political connection and founder status on tunneling in China's listed firms from 2004 to 2010. By classifying the political connections into three dimensions with two categories of controlling ownerships, we find that overall manager political connection is negatively related to tunneling in private firms but positively related to tunneling in SOEs. The CPC/CPPCC-type connection is likely to protect firms from tunneling, while the official-type connection facilitates tunneling from firms. The impact of these two types of political connection on tunneling is stronger at the central level than the local level. A chairman's political connection has significantly greater influence on tunneling than a CEO's connection. We also find that firms with founder-managers have a stronger resistance to tunneling than those with non-founder-managers, which is still observed in firms with politically connected founder-managers. Our results show that the incentives of various managers towards tunneling depend on their motivation for establishing relevant political connections.

Executive equity risk-taking incentives and audit pricing

Using a large sample of U.S. firms spanning the period 2000-2010, we document a strong positive association between the sensitivity of CEO compensation portfolio to stock return volatility (vega) and audit fees. We also show that the positive association between vega and audit fees is weaker in the post-Sarbanes-Oxley Act (SOX) period. In supplementary tests, we show that the relation between vega and audit fees is stronger for firms with older CEOs and in firms where the CEO is also chairman of the board. Collectively, our results suggest that audit firms incorporate executive risktaking incentives in the fees they charge for their services.

Remuneration committee effectiveness and narrative remuneration disclosure

This paper investigates the impact of the effectiveness of remuneration committees on narrative voluntary disclosure of information on remuneration. We develop a composite measure as a proxy for remuneration committee effectiveness by incorporating remuneration committee size, remuneration committee independence, remuneration committee chairman’s independence, expertise and diligence. We find that both the existence and quality of a remuneration committee play a significant role in the decision to provide voluntary disclosure of remuneration actions and in the extent of this disclosure. Further analysis suggests that remuneration committee independence and diligence enhance the quality of remuneration committees. The results have policy implications for remuneration committees as an effective corporate governance mechanism.