By Amelia McGuire and Emma Koehn
Endeavour has buckled to pressure after a bitter boardroom fight and will now put former Woolworths executive Bill Wavish’s nomination as a director up to a shareholder vote at this year’s annual general meeting, even if he has not completed regulatory checks by the time of the meeting.
The pubs and pokies giant told investors on Tuesday morning it was concerned by the “ongoing and significant disruption” to the business since its biggest shareholder – pubs billionaire Bruce Mathieson – called for Wavish’s appointment as part of an overhaul of the company’s governance following what Mathieson called a “disgraceful” performance by the company.
Billionaire Bruce Mathieson owns just over 15 per cent of Endeavour, but has lost $300 million on his investment in almost as many months.Credit: Arsineh Houspian
The nomination sparked further tensions between Endeavour and its largest shareholder after the company outlined in the notice of its annual general meeting last week that Wavish would not be able to stand for election on October 31 if he did not receive all regulatory approvals by that date.
The move prompted Mathieson to write to Endeavour chairman Peter Hearl, calling that assertion “preposterous”.
But Endeavour confirmed on Tuesday that Wavish’s bid for the board would be put to a vote at the meeting, with his election conditional upon necessary regulatory approvals, and said an invitation for him to participate in the board’s formal recruitment process remained open. It had previously recommended shareholders vote against his nomination.
“If the necessary regulatory approvals have not been obtained by the annual general meeting, and the resolution for his election is passed, there is a risk that the company may be non-compliant with gaming and liquor laws,” it said in a statement to the ASX.
Bill Wavish’s bid to join the board will be put to a vote at the annual general meeting.Credit: Josh Robenstone
Endeavour told the ASX the company would now engage with state-based regulators regarding the nomination to minimise this non-compliance risk.
Mathieson suggested the backflip proved that Hearl was unfit to continue leading the board.
“Chairman Hearl should apologise to shareholders,” Mathieson said on Tuesday. “This is a board that doesn’t understand basic principles of corporate governance and that shareholders should decide who is on their board, so how on earth could they understand the company?”
Wavish said he was pleased “common sense” has prevailed.
“I thank the ASX for their intervention on this important matter. With these distractions out of the way, my focus will be on talking to shareholders about the constructive contribution I can make to the Endeavour board, so we can all focus on getting Endeavour back on track,” he said.
Mathieson and former Woolworths boss Roger Corbett have been in fierce support of Wavish, who put his hand up for election to Endeavour’s board after expressing concern over the company’s performance.
Directors must pass a series of probity and regulatory checks to be elected to the Endeavour’s board. As the company is the country’s largest pokies operator, part of these checks require regulatory approvals from every state in which its pubs operate. This process can take between eight weeks and six months. Endeavour’s constitution says that to stand for election, a candidate must have obtained all necessary regulatory approvals.
It’s been more than two years since Endeavour floated as a standalone ASX-listed company after its demerger from Woolworths, and the company’s market capitalisation has lost more than $4 billion over the past 12 months.
When Endeavour was listed on the sharemarket in 2021, its shares closed on its first day at $6.02. The stock was trading at $5.20 on Tuesday shortly before midday.
Endeavour owns 364 pubs and clubs, 1701 liquor shops, which are mostly Dan Murphy’s and BWS chains, and six wineries. It is also the largest poker machine owner in Australia.
Endeavour’s decision to implement Victoria’s looming pokies reforms 10 months early has particularly displeased its largest shareholder, with Mathieson claiming the move risked costing the company “millions and millions of dollars”.
Former Woolworths boss Corbett expressed his support for Wavish’s candidacy last week. “I have never spoken publicly about Woolworths [or Endeavour] since I retired, but I feel strongly enough to say something now,” he said.
“When Endeavour was de-merged they [Woolworths] said it would be a very good deal for shareholders, but when you look at the Endeavour share price, it wasn’t a very good deal at all.”
But drinks retail veteran Tony Leon, who was the mastermind behind Dan Murphy’s stores, backed the leadership and strategy of Endeavour chief executive Steve Donohue last week, saying he was steering the business well after a post-COVID boom.
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