Rinehart’s Fairfax play: The eight directors keeping her out

Mining magnate Gina Rinehart’s bid to score a seat?—?or two?—?on the board of Fairfax Media looks increasingly likely after she lifted her stake in the company to over 15% overnight.

The ailing media empire currently has only eight directors, but its constitution allows for the appointment of up to 12?—?meaning Rinehart could grab a couple of seats without having to boot out any of the present directors. So just who would director Rinehart be dealing with in the boardroom?

Here’s a guide to the mainly colourless corporate types currently inhabiting Fairfax’s mahogany row:

Roger Corbett (chairman)

The Reserve Bank board member has an illustrious business record, having presided over a tripling of Woolworths’ share price during his reign as CEO from 1999 to 2006. But?—?even when taking into account structural changes to the newspaper sector?—?it’s impossible to construe his Fairfax tenure as a booming success.

Since replacing Ron Walker as chairman in 2006, the company’s share price has fallen from $1.73 to 60 cents. Not that this will have affected Corbett’s bank balance too badly, as John Klepec, chief development officer of Rinehart’s Hancock Prospecting, noted earlier this week. According to Klepec, Corbett holds only 99.206 Fairfax shares?—?a fact Rinehart’s proxies are using against him in their discussions with shareholders. Team Rinehart is arguing that someone with skin in the game will be best placed to turn Fairfax around.

Corbett, 70, has said remarkably little publicly about Fairfax; he prefers to communicate directly with shareholders. He’s understood to be a true believer in the company’s independent ethos?—?for business reasons as well as editorial ones?—?hence his reluctance to give Rinehart a board seat.

Being in a stoush is nothing new for Corbett, who was sacked as chairman of the Sydney Children’s Hospitals Network in February by NSW Health Minister Jillian Skinner after she accused him of inappropriate interference in staffing matters.

Greg Hywood

The Fairfax CEO is a Fairfax boy through and through: he’s a former editor-in-chief of The Australian Financial Review, The Sydney Morning Herald and The Age. Company loyalty, however, hasn’t stopped him from taking tough and unpopular decisions such as outsourcing subediting jobs to the AAP-owned Pagemasters and, more recently, New Zealand.

Under his watch, The Age and The SMH are pooling more resources and focusing on breaking news on the web. There have been big successes: smh.com.au recently became the nation’s most-viewed website and the popularity of The SMH/Age iPad apps have exceeded all expectations.

Peter Young

The Sydney-based bean counter joined the board in 2005 when he was head of investment banking outfit ABN Amro. Young, who worked on the first two Telstra privatisation tranches, is now chairman of the Queensland Investment Corporation?—?a state-owned body managing $65 billion in funds, including public sector superannuation.

Sam Morgan

Fresh-faced 30-something Sam Morgan is the self-made founder of Kiwi online auction site TradeMe, which Fairfax acquired for $NZ700 million in 2006. He joined the Fairfax board in 2008 as one of its youngest-ever members, prompting then-chairman Ron Walker to tell him he was the first director in the company’s history to turn up wearing jeans.

A university dropout and former IT consultant, Morgan brings digital media experience to the board?—?something which may be vital for the company’s future. He invests in a series of online start-ups and maintains an active Twitter account, which currently has more than 6500 followers.

The Wellington boy is also a keen philanthropist, telling Fairfax last year that “there’s no point dying with lots of money”.

Sandra McPhee

A perennial director, McPhee also sits on the boards of Tourism Australia, Kathmandu and AGL. She’s also vice-president of the NSW Art Gallery and has sat on the boards of Australia Post, Coles and Perpetual.

A key figure in the equal representation on boards debate, McPhee has spoken at functions seeking the appointment of more female directors.

Linda Nicholls

Another multiple director, Nicholls is chair of Yarra Trams, sits on the board of Sigma Pharmaceuticals and acts as a trustee of the Harvard Business School.

A businesswoman who is rarely heard from publicly, Nicholls was born in the United States and started her career on Wall Street. She once said her role as a director was to “scratch the surface” and “ask the what-if questions”. Previously she’s been chair of Healthscope and Australia Post, a director of St George Bank and president of the Australian Institute of Company Directors.

James Millar

The former Ernst & Young CEO joined the board at the end of May, an appointment widely seen as a snub for Rinehart.

His appointment didn’t impress investors at Allan Gray, the investment management firm that holds 9% of Fairfax shares. “I share the sense of frustration that they have gone and appointed what appears to be a mate of theirs,” Allan Gray Australia fund manager Simon Marais said at the time. Marais said the board should have spoken to investors and warned that Allan Gray may not vote for Millar later this year.

The Mirvac Limited and Jetset Travelworld director doesn’t have a media-heavy CV, but his past career in corporate restructuring could prove useful down the track as Fairfax moves away from print publishing.

Michael Anderson

The former Austero boss represents Fairfax’s radio interests?—?which include talkback stations 2UE in Sydney and 3AW in Melbourne. It’s doubtful whether the Fairfax Radio executive chairman would continue on the board if the company sells off the stations, as has long been speculated.

This article first appeared on Crikey.