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Myriam Robin

‘Independent’ Wavish and Mathieson jnr share a stiff drink

Hours after declaring his lack of “close personal ties” to the Mathiesons, Bill Wavish and Bruce Mathieson Jnr arrived together at the Lane Cove Dan Murphy’s.

Myriam RobinColumnist

For devotees of corporate blood sports, Bruce Mathieson’s all-out attack on Endeavour Group promises plenty of pleasurable diversions.

In the one camp is Mathieson, a colourful and unreconstructed pubs-and-pokies baron, prone to sweating every asset. In the other, Endeavour Group – presently trying to convince regulators they have no need to (further) impede its pubs, liquor and pokies operations by doing the responsible thing all on its own.

By voluntarily closing its Victorian pokies operations between 4am and 10am ahead of regulation forcing it to do so, Endeavour is leaving major money on the table (or in people’s pockets). With a rapidly sinking share price and Mathieson as the single largest shareholder, that was never going to fly.

Bill Wavish’s bid to join the Endeavour Group board will be put to a vote at the annual general meeting. Josh Robenstone

The beneficiary of Mathieson’s latest biff has been “independent” board candidate Bill Wavish, who has secured his support. Hostile board bids like Wavish’s seldom succeed. But similarly, rarely do chairmen like Endeavour’s Peter Hearl survive after losing the confidence of a motivated and powerful 15 per cent shareholder, much less one who helped build the company and is thus doubly motivated to put it right.

Endeavour’s board has split into two camps. One comprises Hearl and most of the board, which in typical director’s club fashion includes Duncan Makeig, who worked with Hearl at PepsiCo, and Jo Pollard, who was a Telstra exec while Hearl was a director there.

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Against that group is another club consisting of Mathieson, his son and board representative Bruce Mathieson jnr, and Wavish. Though, they insist, their alliance is only up to a point.

At stake is the coveted “independent director” tick, useful in securing the support of proxy firms and institutions. Independent directors, according to the ASX, are defined as members of a board “free of any business or other relationship that could materially interfere with – or could reasonably be perceived to interfere with – the independent exercise of their judgment”.

Wavish’s mostly operational pitch states that he meets these requirements, all while his bid benefits from the active and material support of Endeavour’s largest, billionaire shareholder.

Mathieson also insists Wavish is no formal associate of his, while authorising a website to get Wavish elected and paying for ads spruiking his cause in major newspapers. The two camps have the same PR team, the same lawyers, and the same corporate advisers.

Their key protagonists are also spending a lot of time together.

We’ve already detailed how Mathieson and Wavish shared in the success of a Gai Waterhouse-trained racehorse back in the noughties.

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We’ve now learnt that some hours after Wavish used aforementioned media advisers to send out a note declaring his lack of “close personal ties” to the billionaire, Wavish and Mathieson jnr were spotted arriving in a black Mercedes at Dan Murphy’s in Sydney’s Lane Cove, to partake in a whiskey tasting. It was a corporate reconnaissance mission, apparently, given Endeavour owns Dan Murphy’s. “I needed a stiff whisky after coming to terms with how far Dan Murphy’s has fallen,” Wavish quipped. But did he have to have one with Mathieson jnr?

The very next morning, Wavish dropped into Ord Minnett to make his pitch (prepped by Mathieson’s advisers at Luminis Partners) to a number of the broker’s institutional clients. Like Dan Murphy’s, the Mathiesons have their reach here too, half-owning the brokerage itself. Deidre Chambers, what a coincidence!

The question is: can a major shareholder throw their moral and financial support behind the election of an “independent” non-executive director and have that director still considered independent of their benefactor?

Mike Cannon-Brookes’ Grok did it at AGL, putting forward four “independent” directors elected at the AGM who are still classed as such. Mind you, Cannon-Brookes insisted he’d never even met some of his candidates.

Even before they started scoping out assets together, we doubt Wavish’s claim was ever going to pass the pub test.

Myriam Robin is a Rear Window columnist based in the Financial Review's Melbourne newsroom. Connect with Myriam on Twitter. Email Myriam at myriam.robin@afr.com

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