In response a forthright Dwyer evoked Tabcorp’s punting ethos, arguing that boards should take dangers to ship rewards.
“Not all these bets will repay. Nevertheless, it doesn’t serve the pursuits of shareholders for boards and administration to do nothing for concern of retribution,” she stated.
Nonetheless to obtain a strike – which is recorded when greater than 25 per cent of votes are forged in opposition to an organization’s remuneration report – is an embarrassing smackdown for any board.
In actuality sophisticated pay buildings performed a comparatively modest position within the protest votes at her two corporations, Tabcorp and Healthscope.
Regardless of the strikes, Dwyer was on the entrance foot when she addressed traders in these two corporations.
She defended Tabcorp’s dealing with of the Austrac scandal and Solar Bets, saying it was the board and administration’s position to make “thought-about investments” to drive long run progress.
She took intention on the proxy advisors who helped drive an enormous 40 per cent vote in opposition to Tabcorp’s remuneration report.
The strain was even larger this week at Healthscope which obtained a primary strike in opposition to government pay at its annual assembly in Melbourne on Wednesday.
The place Tabcorp has endured extra run of the mill misadventure, at Healthscope this week Dwyer was caught between a technique that has did not excite the market and the premature return of a spurned and distinctive suitor.
That suitor, non-public fairness home BGH, simply occurs to be working carefully with the compay’s greatest shareholder AustralianSuper. It was the $140 billion trade fund’s first such foray.
The stakes had been excessive heading into the assembly as Dwyer was up for re-election and doubtlessly may have been voted off the board.
Not all these bets will repay. Nevertheless, it doesn’t serve the pursuits of shareholders for boards and administration to do nothing for concern of retribution.
The catalyst was the BGH-AustralianSuper consortium, which re-emerged after months of silence within the week earlier than the shareholder assembly with its $four.1 billion takeover proposal and a request of entry to due diligence.
The consortium had additionally recruited one other vital investor to its trigger, Ashok Jacob’s Ellerston Capital.
Dwyer was now staring down three traders accounting for 27 per cent of the share register, and a proxy advisor which had briefly beneficial a vote in opposition to her re-election over the Austrac scandal at Tabcorp. It didn’t sway her.
“Let me be clear: there may be appreciable worth for all shareholders at stake, and we imagine that every one shareholders ought to share in any worth crystallised,” she informed traders.
She stated the board was not but able to decide concerning the proposal, however made it clear proposed property spin-off – a deal breaker for the consortium – is scheduled to finish early subsequent 12 months.
Dwyer declined to be interviewed for this text, however no one who is aware of her anticipated any completely different.
“She’s very vibrant and fairly forthright. She actually stood her floor in a blokey world,” stated shareholder activist Stephen Mayne when requested concerning the time he first crossed paths with Dwyer whereas working for Jeff Kennett’s Victorian authorities within the 1990s.
She was introduced in as a marketing consultant to assist with the huge asset selloff being performed out of the workplace of treasurer Alan Stockdale.
Stockdale is a giant fan of her stewardship at Tabcorp and Healthscope. “I believe she’s executed an excellent job,” he says.
And he remembers somebody who was “very succesful and straight ahead” throughout her time consulting with treasury.
And there’s no doubting the extent of respect from present and former colleagues like Elmer Funke Kupper, who served as chief government of Tabcorp when Dwyer was on the board, and later as a fellow director.
“She’s grown into these roles exceptionally properly, and consequently has grow to be some of the revered administrators within the nation,” he says.
“She has a very unbiased view and can categorical it. You’ll be shocked how few administrators do.”
Mayne was on the spot when Dwyer started her boardroom profession in 2001. He ran in opposition to her for a board position at RACV.
“She beat me comprehensively,” he remembers with a chuckle.
Her tenure didn’t final lengthy. In 2003, Dwyer’s company ascent started in earnest together with her appointment to the boards of Promina and David Jones.
Each roles got here with challenges. David Jones was struggling indigestion from its meals corridor technique, and Promina was trying to drift on the inventory trade within the wake of the HIH collapse.
“The insurance coverage trade was a basket case at the moment, with the collapse of HIH, and definitely individuals had doubtful expectations concerning the float of Promina,” she recalled in an interview in 2006. By that point Promina had succeeded to the purpose the place it was the topic of a $7.9 billion takeover bid from Suncorp.
Dwyer was in her factor.
“I like getting immersed in a transaction and pondering by means of strategically the elements which must be conveyed and regarded,” she stated.
She was one of many Promina administrators who joined the Suncorp board when the bid succeeded.
Her willingness to face up for traders was additionally on full show at Leighton Holdings the place she was a part of the board which stood as much as alleged interference from its main investor, Hochtief.
However there isn’t a doubt her crowning achievement was getting the exhausting and complicated Tabcorp-Tatts merger throughout the road final 12 months.
Tabcorp insiders level to the extraordinary work wanted to tug off a merger like this and the essential position she performed.
“It was a rare achievement,” stated Ziggy Switkowski who has board roles on each Tabcorp and Healthscope.
“Whereas many individuals performed a component in making that occur, she was an awesomely efficient chief,” he says.
Different insiders discuss of the 14 months of early morning and late evening calls with legal professionals, advisors, and bankers. And remember the truth that she was additionally chairing Healthscope and had a giant position on the ANZ board.
If there may be any glimmer of weak point, it’s the heavy workload she has taken on.
“Clearly her workload is excessive,” says Mayne. However Switkowski, who has additionally been criticised for his work commitments, disagrees.
Talking after the Healthscope AGM, he factors to “a really intense previous ten days” the place Dwyer was juggling ANZ commitments, the shareholder assembly and the renewed bid from the BGH consortium.
In line with Switkowski, she was there chairing a board assembly, assembly with advisers, traders and different associated events in a means you’d count on a boss to function.
“I’ve by no means seen any proof the place she has been came upon.”
She’s going to stand her floor however may even take heed to suggestions … she could be very able to take heed to completely different views and alter her thoughts.
Elmer Funke Kupper
Her latest interplay with traders, in gentle of the 2 strikes, has additionally come below scrutiny. And within the case of the brewing takeover battle at Healthscope, it’s a very reside subject with extra traders reported to be supporting board engagement with the consortium. One other fund supervisor, DNR Capital, reportedly broke ranks on Friday to argue the board must be providing due diligence to the bidder.
Not one of the main Healthscope traders would remark for this profile. However one institutional investor who walked away from the non-public hospital operator, after it spurned potential bidders and opted to spin off its property property as a substitute, didn’t take any subject with Dwyer.
“We had no specific subject with Paula throughout the context of being an investor,” stated Tim Kelley a fund supervisor with Montgomery Funding Administration.
He bought the fund supervisor’s shares in Healthscope when the non-public hospital operator denied its suitors due diligence and opted for the property transaction.
“It’s probably not creating a real financial profit,” he stated of the plan and thinks it’s “not possible” that the Healthscope board will pull it.
The excellent news for these traders is that, whereas Dwyer is aware of her personal thoughts, she is prepared to alter it.
“She’s going to stand her floor however may even take heed to suggestions,” says Funke Kupper. “She could be very able to take heed to completely different views and alter her thoughts.”
Colin Kruger is a enterprise reporter. He joined the Sydney Morning Herald in 1999 as its know-how editor. Different roles have included the Herald’s deputy enterprise editor and on-line enterprise editor.
Enterprise reporter for The Sydney Morning Herald and The Age.