Super fund adviser urges shareholders to vote against Wavish and Mathieson Jr

The powerful ACSI has dealt a major blow to the election chances of Bill Wavish and Bruce Mathieson Jr at the Endeavour AGM.

Pubs billionaire and Endeavour major shareholder Bruce Mathieson Senior. Picture: Russell Shakespeare

The highly-influential advisory and representative firm has advised its investor clients to vote against the election of rebel director Bill Wavish to the board of Endeavour Group, fearing his appointment as a director could destabilise the company.

The Australian Council of Superannuation Investors (ACSI), whose members have more than $1tr of funds under management, has dealt a double blow to the campaign of Mr Wavish and his biggest backer - pubs billionaire Bruce Mathieson Senior - by also advising against the re-election of Bruce Mathieson Junior to the board.

The superannuation fund adviser believes there is a “non-trivial risk” that the Mathieson family could emerge with a disproportionate influence on the Endeavour board.

The step by ACSI to advise its institutional clients to vote against Mr Wavish and Mr Mathieson Jr could deal a decisive blow to Mr Wavish’s chances of being elected to the Endeavour board with Endeavour’s third largest shareholder AustralianSuper which owns 7.5 per cent of the company.

AustralianSuper is a member of ACSI and would likely take a lot of influence from the firm’s recommendations on voting at the Endeavour AGM slated for October 31.

ACSI joins Ownership Matters, CGI Glass Lewis and ISS to now also recommend against Mr Wavish’s bid for the board, and ACSI has matched the recommendation from Ownership Matters on the re-election of Mr Mathieson Jnr.

Bruce Mathieson Jr.

It could spell the end of Mr Wavish’s chances of being successful elected at the Endeavour AGM following a month of heavy and often bitter campaigning against the Endeavour chairman Peter Hearl and its chief executive Steve Donohue.

Mr Wavish’s bid for election is being backed by Bruce Mathieson Snr who has

for weeks publicly criticised the Endeavour board and its running of the company that owns Dan Murphy’s, BWS and 354 pubs.

Two proxy advisory firms have also recommended clients vote against Mr Wavish and Mr Mathieson Jnr, with the latter recommendation based on fears that the Mathieson family will have too much influence on the Endeavour board.

ACSI is advising against the re-election of Mr Mathieson Jr “based on concerns of the potential for the exercise of disproportionate influence and board disruption”, it said.

“Bruce Mathieson Sr has been publicly critical of the board of Endeavour and has funded (and publicly backed) the campaign to elect Bill Wavish to the Endeavour board. Bruce Mathieson Jr has also endorsed the election of Wavish to the board and was recently quoted as saying he disagreed with the Endeavour board’s response to his father’s criticisms of the company and had been excluded from an “unlawfully convened” board meeting held to discuss the company’s response to those criticisms.”

Bill Wavish.

At present ACSI considered there to be a “non-trivial risk” of a major shareholder gaining disproportionate influence at Endeavour either through directors directly associated with them, such as Bruce Mathieson Jr, or supported by them.

“In these circumstances there appears no compelling reason for non-Mathieson Endeavour shareholders to support Bruce Mathieson Jr’s re-election.”

It is also recommending a vote against the election of Mr Wavish, arguing it could be destabilising for the board.

“ACSI recommends that subscribers vote against … the election of William Wavish. This recommendation is based on the risk of destabilising the board and the potential for Endeavour’s largest shareholder to obtain influence over the board greater than its current shareholding.

“His election is opposed by a majority of the board. However, his election is publicly backed by Bruce Mathieson Snr, including a campaign website that is funded by Bruce Mathieson Sr and advocacy for his appointment in the media. His election is also supported by Bruce Mathieson Jr, a current director at Endeavour.

“ACSI notes that Wavish’s campaign website includes a statement that he would be an independent director, and this was reiterated in discussions with ACSI. However, in these circumstances, there is potential for the perception of influence of Endeavour’s largest shareholder, Bruce Mathieson Sr, which ACSI considers presents a significant risk to shareholders of a divided board.”

ACSI is also recommending shareholders vote against the awarding of long-term bonuses to the Endeavour chief executive.