Highlights from the world of Proxy Papers you 
can’t afford to miss: BHP Billiton, Bellamy’s, Bapcor, carsales.com, Origin Energy and Pacific Current.
BHP Billiton plc & BHP Billiton Limited
London Stock Exchange and Australian Securities Exchange – October 20 (plc) & November 17 (Limited)
Deemed the worst environmental disaster in Brazilian history, a dam collapse at a mine jointly owned by BHP and Vale led to the deaths of 19 people in November 2015 and displaced hundreds more. In response, BHP, Vale and Samarco (the dam’s operator) engaged a law firm to lead an investigation into the immediate cause of the breach of the dam. The subsequent report stopped short of pinning blame on specific oversights in corporate or regulatory practice, attributing the dam’s failure to structural changes made in 2011 and 2012 that resulted in less efficient drainage, which, in turn, compromised the strength of the sand in the dam by saturating it with water. Although the Company has since taken steps to resolving issues related to the disaster with the Brazilian authorities, it currently faces significant potential liabilities and legal action from affected stakeholders. As for shareholders, they will have to decide whether the Company’s efforts to date, which included a discretionary reduction in the CEO’s bonus to zero, sufficiently mitigate immediate governance concerns or if they wish to pursue further action via the AGM ballot.
Bellamy’s Australia Limited & Bapcor Limited
Australian Securities Exchange – October 19 (Bellamy’s) & October 21 (Bapcor)
It’s usually best to plan in good time; however, Bapcor Limited and Bellamy’s Australia Limited may be taking things a bit far – at their 2016 AGMs, each Company is seeking shareholder approval of their respective MD/CEO’s long-term equity awards for the next three financial years, whereas Australian market practice is to seek shareholder approval on an annual basis for the grant to be made in the current financial year. The practice of bundling three years of equity grants into one proposal is unusual enough, but Bellamy’s is going even further by asking for approval a year in advance–the proposal covers awards to be granted in respect of the 2018, 2019 and 2020 financial years.
Asking shareholders to approve awards well in advance of their actual grant may present certain problems: shareholders at Bapcor may question whether the disclosed performance targets are sufficiently flexible and will remain appropriately challenging, while shareholders at Bellamy’s have not been offered the chance to review the targets, which will be disclosed retrospectively.
carsales.com Limited
Australian Securities Exchange – October 28
From a website launched in 1997, to a listed Company in 2009 and a top ASX100 Company four years later, carsales.com has delivered steady shareholder returns since its IPO. Carsales founder and CEO, Greg Roebuck, who describes himself as a ‘software guy’, has been instrumental in the Company’s success; nonetheless, while shareholders are generally not averse to a pay-for-performance approach, Mr. Roebuck has been paid generous levels of fixed remuneration, pocketing almost A$2.2 million in fixed pay for the last financial year. This figure represents an increase of 19% from 2015 and an 80% increase from 2014; in comparison, the Company grew by approximately 33% over the period from 2014. Mr. Roebuck also owns 1.6% of the carsales.com issued capital, with an approximate value of A$46 million. Having narrowly avoided a strike last year, when 24% of proxy votes were cast against the remuneration report, the Company may well be required to defend its remuneration practices at its upcoming AGM.
Origin Energy Limited
Australian Securities Exchange – October 19
Grant King has served as the CEO of Origin since its demerger from Boral Limited back in 2000. In September this year, Origin announced that Mr. King will step down and retire from his role at the end of October, and will be succeeded by Frank Calabria, currently CEO of the Company’s Energy Markets Business, with effect from October 19, 2016. Despite the confirmed change of CEO, the Company’s 2016 Notice of Meeting includes an equity grant proposal for Mr. King. While some investors may question equity grants being made to outgoing executives, Mr. King forfeited his 2016 STI and his 2015 LTI grant, while there has been no vesting under the LTI over the last four years. In light of the long-term focus of value creation, executives make decisions that very often bear fruit (or simply fall off the vine) years after a decision has been made. Shareholders will have to assess whether the benefits of having the outgoing CEO’s award linked to the performance of the Company past his retirement outweigh the cost related to such a grant.
Pacific Current Group Limited
Australian Securities Exchange – October 27
Special bonuses awarded with contract restructurings are often justified by the need to retain valued KMP. Indeed, this appeared to be the case at Pacific Current Group, where CEO, Tim Carver, was awarded a one-off payment of US$600,000 upon the renegotiation of his contract with the explicit condition that he remain employed by the Company until September 30, 2016. Naturally, it raised eyebrows regarding the efficacy of such a payment when Mr. Carver resigned from the role of CEO on April 30, 2016, but received the bonus in full due to the terms of the payment being “restructured”. Whilst Mr. Carver has repaid US$50,000 for not meeting the 2015/16 budget target during the transition period, it still remains to be seen what happens to the remaining US$550,000. The Company is still feeling the growing pains after the merger between Australian-based Treasury Group Limited and US-firm Northern Lights Capital Group, LLC, and less than stellar performance during the outgoing CEO’s reign may heighten concerns relating to the board’s decision-making surrounding the one-off payment.