Busy GrainCorp chairman should quit other boards

Re-eIected, but GrainCorp chairman's many board jobs draw scrutiny


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GrainCorp chairman, Graham Bradley, says he carefully considered the time required for the GrainCorp role before taking it on last year.

GrainCorp chairman, Graham Bradley, says he carefully considered the time required for the GrainCorp role before taking it on last year.

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Shareholders question the commitment of GrainCorp directors Graham Bradley and Barbara Gibson at AGM

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New GrainCorp chairman and decorated business leader, Graham Bradley, has been forced to defend his swag of company directorships and whether he has enough time to devote to the big grain outfit.

Mr Bradley was re-elected as GrainCorp chairman at last week’s annual general meeting with a resounding 99.6 per cent of shareholder votes, but not before being told to consider quitting some of his numerous directorships to give his newest job his “full bottle” commitment and attention.

Also the chairman of Infrastructure NSW, HSBC Bank Australia, Virgin Australia International Holdings and Energy Australia Holdings, Mr Bradley, replaced retiring Queensland farmer and accountant, Don Taylor, as GrainCorp chairman last May.

He had joined the board two months earlier.

Additionally, he is a director of GI Dynamics and Hongkong and Shanghai Banking Corporation, and previously headed the Business Council of Australia.

Mr Bradley admitted to the AGM he was “something of a workaholic”.

However, Sydney shareholder, Giles Edwards, noted there were only 24 hours in a day.

I don’t think your time is sufficient enough to allow enough room to give GrainCorp your full attention as chairman if this company has a problem to deal with - Giles Edwards, GrainCorp shareholder

“It doesn’t matter if you are chairman of BHP-Billiton or a cleaning lady, you need enough time to do a job properly,” he told Mr Bradley, backed by audible support from others in the room.

Shareholders also took director, Barbara Gibson, to task for her poor “skin in the game” commitment to the company in the form of share ownership.

Buy more shares

Ms Gibson, a director for six years, bought 7000 GrainCorp shares on the eve of her  2014 re-election, but the Australian Shareholders Association recommends directors have a holding equal in value to a year’s director’s fees.

For ordinary GrainCorp directors that equates to about 15,000 shares.

Although she, too, received 99.6pc support in the AGM poll, ASA company monitor, Elton Ivers, said the body was not impressed by Ms Gibson’s tardy commitment as a shareholder. 

Giles Edwards.

Giles Edwards.

However, despite some unease from AGM attendees, Mr Ivers said the ASA did accept Mr Bradley’s commitment to make GrainCorp his main directorship priority, and thus it supported his re-election.

Questioning the board about how directors juggled their workload responsibilities, Mr Edwards requested a timeline which showed how much the chairman and other board members dedicated to GrainCorp and other directorships each year.

He believed a basic director’s position required 50 to 60 days a year, while a chairman’s job was probably three times as busy given it paid about 200pc more.

“While I recognise some of Mr Bradley’s other directorship roles are with non-listed companies, they take time,” he said.

“Significant businesses like HSBC would require continual attention.”

I think it’s dangerous to be overly arithmetical in trying to judge directors’ workloads - Graham Bradley, GrainCorp chairman

“I don’t think your time is sufficient enough to allow enough room to give GrainCorp your full attention as chairman if this company has a problem to deal with,” he told the chairman.

“I would ask you to relinquish one or two of your directorships.”

Mr Bradley acknowledged the concern, saying he carefully considered the time required for the GrainCorp role before taking it on.

Enriched by board roles

He argued his diverse directorships provided a valuable “cross fertilisation” which contributed to a richer and better governance structure for each company.

“I think it’s dangerous to be overly arithmetical in trying to judge directors’ workloads,” he said after the AGM.

“Work peaks come and go at different times and right now I’m enjoying the chance to spend ample time throwing myself into understanding every bit of the GrainCorp business.

“I don’t feel the need to relinquish some of my directorships, although some are long standing roles and succession will take place in due course.”

He also noted, “unlike some other directors around town”, he did not own a yacht, a vineyard, or a racehorse.

Fellow director and past National Farmers Federation boss, Don McGauchie, has faced similar scrutiny previously because he chairs big beef business, Australian Agricultural Company, and global chemical company, Nufarm, as well as having farming and non-corporate interests.

Significant contributor

GrainCorp’s board audit committee chairman, Peter Housden, who just retired from two other company directorships, admitted while directors’ workloads and time constraints had attracted wider shareholder comment in recent years, Mr Bradley was contributing significant time and skills to his new job.

Mr Bradley is a lawyer, and former executive with management consultancy McKinsey and Company, and past managing director of financial manager, Perpetual. 

“The board considered all these (workload) issues in depth before appointing Graham,” Mr Housden said.  

Long-serving director and NSW farmer, Dan Manglesdorf, who also sits on the Warakirri Asset Management board (along with Ms Gibson) was also re-elected to his GrainCorp seat with a 99.2pc vote.

ASA representative, Mr Ivers, said the association felt Mr Manglesdorf’s 12-year board history and his farming connections brought valued insight to the boardroom.

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