Ben Butler 

Westpac director Peter Marriott’s board seat in balance as money-laundering scandal looms over AGM

Man described as a ‘feral abacus’ set to attract significant protest vote at meeting after proxy advice firms called for his removal
  
  

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Westpac is hopeful director Peter Marriott will survive its AGM, which is set to be dominated by the bank’s money laundering and child exploitation scandal, but he is likely to earn a protest vote. Photograph: Mark Metcalfe/Getty Images

Westpac director Peter Marriott’s future will be in the balance on Thursday when shareholders gather at an annual meeting set to be dominated by the bank’s money laundering and child exploitation scandal.

Proxy advisers, who give advice to big investors on how to vote at AGMs, are divided on whether Marriott should follow chairman Lindsay Maxsted, chief executive Brian Hartzer and the head of the board risk committee, Ewen Crouch, out the door as part of a clean-out of the highest levels of the bank.

The bank is hopeful he will survive but he is likely to earn a significant protest vote after proxy advice firms ISS and CGI Glass called for his removal.

Westpac is also likely to earn a vote of 25% or more, or “strike” against its remuneration report for a second year running, triggering an automatic vote on whether the entire board should be spilled.

However, it is extremely unlikely the spill resolution will pass.

At what is likely to be a fiery – and lengthy – meeting, shareholders are set to grill the board about legal action taken against Westpac by Austrac last month in which the financial intelligence agency accused it of more than 23m breaches of anti-money laundering and counter-terror finance laws, including allowing thousands of transactions consistent with child exploitation in the Philippines.

Hartzer initially said he would stay to “fix” the bank’s anti-money laundering and counter-terrorism financing (AML/CTF) problems and deal with the Austrac lawsuit, which is likely to cost the bank more than $1bn to settle.

However, he, Maxsted and Crouch announced they would resign after meeting with big investors who demanded their exit.

Hartzer departed within a week. Crouch is still a director but his term expires at the end of the AGM and he will not seek re-election. Maxsted has said he will step down by the middle of next year.

Finding a replacement for the corporate veteran is regarded by some market observers as the biggest governance challenge facing Westpac, but it will not be dealt with at the AGM.

Whoever replaces Maxsted will need to rebuild shattered community and investor trust in the bank at the same time as recruiting new board members who have enough skills and experience to stave off further shareholder action.

Marriott, who joined Westpac as a non-executive director in 2013 after a stint as chief financial officer at rival big-four bank ANZ, heads the board’s audit committee and is regarded as a straight shooter, with one market source describing him as a “feral abacus” and another as someone who “actually knows what’s going on”.

But with Crouch already committed to leaving, investors lack another plausible target on which to vent their spleen.

Three other directors are up for re-election – Nerida Caesar, Steven Harker and Margaret Seal – but are set to sail through because they have not been on the board for as long as Marriott.

Marriott’s re-election has been endorsed by the Australian Council of Superannuation Investors, which advises funds that control about $2.2tn in savings, and local proxy adviser Ownership Matters, but is opposed by two proxy firms, CGI Glass Lewis and ISS.

The position of ISS is important because many of its clients are large US funds that are regarded as likely to follow its advice because they have limited other information about the local market from which they can draw their own conclusions.

In a report to clients, CGI Glass Lewis said that because the Austrac lawsuit was filed only recently, shareholders had to decide how to “enforce board accountabilities, without the benefit of allowing [Westpac] more time to consider due process”.

“Due to the length of his tenure and his banking background, we also believe normatively that his accountability for these matters should be enforced and that his re-election should not be supported,” the firm said.

ISS is also recommending a vote against the remuneration report but the other proxy advisers are believed to be in favour of voting for it.

The low threshold of 25% to call a strike means one is likely, but the resulting spill motion appears doomed to fail.

Industry sources said that if Maxsted, Hartzer and Crouch had not heeded investor calls to step down, the board would probably have been spilled at the meeting.

 

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