Retiring Bendigo Bank chairman Robert Johanson says he has no regrets about sticking it out for 13 years at the helm of the company, despite opposition from governance advocates and some shareholders to his re-election at the 2016 annual meeting.
Johanson, who has been on the board of the bank and its antecedent building society since 1988, will end his record-breaking tenure as an independent director at the end of the 2019 AGM in Bendigo today.
In 2016 about 15 per cent of shareholders' votes were cast against Johanson's re-election after the Australian Shareholders' Association argued that his decade as chairman meant he no longer satisfied the test for being an independent director.
"In our estimation if a director serves more than three terms we believe they cease to be independent," ASA policy manager, Fiona Balzer told Banking Day this week.
Even admirers of Johanson's such as long-time business partner Graeme Samuel suggest that 13 years presiding over the country's fifth largest bank might be pushing the envelope.
"It is unusual for a chair to stay in the role for such a long time," Samuel says.
During his time at the wheel, Johanson skilfully shepherded the bank through several existential challenges, including the funding curveballs served up by the GFC and a low-ball takeover bid from Bank of Queensland in 2008.
He also earned recognition across the banking industry for firing up public debates on government policies and regulations that put small financial institutions at a competitive disadvantage to the four major banks.
Critics of his tenure since 2016 highlight that their protests are not about his record, performance and skill as a director, but relate exclusively to governance.
"It is not about capability to be a director, but rather, capacity to be independent," says Swinburne University governance expert, Helen Bird.
"Best corporate governance practice suggests that a chair who has served in excess of ten years in the role would have difficulty remaining independent."
Johanson is believed to be the longest-serving chair and independent director of a publicly listed board since the end of the Second World War.
That record is not likely to be broken given that new governance standards now effectively limit the tenure of chairpersons at listed companies to nine years.
Johanson says his decision to seek another term three years ago was made only after he consulted fellow Bendigo directors about what he should do.
"We had a lot of serious talks through the years about whether I should stay or not stay," he told Banking Day.
When asked whether he believed he may have served one term too many, Johanson said:
"I don't think so. The board has been continually refreshed in that time. I think it has been useful (to be on the board) in what's been a great growth story."
While many governance experts and close business associates of Johanson suggest he stayed too long on the board, most retain a deep respect for his intellectual rigour, business nous and open engagement with stakeholders.
Samuel describes Johanson as an indispensable confidant during the 1980s when he was executive director of Macquarie Bank.
Johanson was a key member of the Samuel-led Macquarie team that was charged by BHP to mount a defence to a hostile takeover attempt by Perth entrepreneur Robert Holmes a Court.
"On merger and acquisition matters I relied on Robert and Alistair Lucas for advice," Samuel says.
"They were two confidants who could say to you that a course of action made sense or didn't stack up.
"Robert struck me back then as extremely bright but he had something that was rare in most young investment bankers - he understood the practical side of investment banking.
"He had a lot of common sense."
Samuel and Johanson forged a friendship at Macquarie and in 1987 they broke away from the company to set up their own capital advisory firm, Grant Samuel.
A year later Johanson was elected a director of the Bendigo Building Society, which listed on the ASX in July 1995 as Bendigo Bank.
One of Australia's most prominent corporate governance consultants, Dean Paatsch of Ownership Matters, describes Johanson as one of the most engaged chairpersons in the country.
"I have to admit I will miss the regular discussions that we have with Robert," he says.
"Even if you disagreed with him on an issue to do with Bendigo Bank, he was always engaged and easy to work with.
"Robert is a gentleman to deal with."
While Paatsch is also a critic of the duration of Johanson's reign at Bendigo, he notes that the board was aware it had to manage a CEO succession soon after 2016.
"It's hard to get succession planning right - ideally you don't want an inexperienced chair to have to manage that," Paatsch says.
"And you certainly don't want the chair and CEO leaving a company at more or less the same time."
Johanson's attachment to Bendigo and its bank has deep and personal roots.
He was born and raised in the town while his late father Warwick, an accountant, was kept busy auditing the building society's accounts.
Johanson Snr also played a key role in the merger of the building society with another prominent Bendigo institution - Sandhurst Trustees.
Understanding such an intimate connection might help explain why the bank's staunchly independent corporate culture was reinforced assertively throughout the stewardship of the younger Johanson.
That cultural imperative was on public display in the first year of Johanson taking control of the board when the bank was forced to respond to a hostile takeover play from the Bank of Queensland.
In an interview with Banking Day last Friday Johanson revealed that Bendigo and BoQ had been in merger talks in the months leading up to the takeover announcement in March 2007.
"We had quite detailed discussions over a long period of time," Johanson revealed.
"They got frustrated with the talks that were focused on what would be the appropriate retail banking model going forward.
"David Liddy [BoQ's CEO at the time] announced their bid and that turned into a public confrontation with us.
"We knew that our retail shareholders were always going to kill it - I don't think they [BoQ] kind of appreciated that."
While Liddy had persuaded most of Sydney's top banking analysts of the benefits of his all-scrip bid, he ran into stiff resistance from the bank's customers and Victorian media outlets.
However, the Bendigo board's determination to retain strategic control of its destiny induced it to enter a A$4 billion merger with the Bank of Adelaide.
The deal, which was consummated towards the end of 2007, introduced a set of riskier businesses to the Bendigo group including problematic lending exposures to forestry schemes operated by failed providers such as Great Southern.
"Great Southern was a shocker," admits Johanson.
So, was buying Adelaide Bank a mistake at the time?
"I'm not pretending it didn't have serious implications," Johanson concedes.
"However, I don't think we would be the fifth largest bank in Australia today if we didn't merge with Adelaide Bank."
While Johanson might be right about Bendigo being a smaller bank without the addition of Adelaide, the group's returns since 2008 appear to have suffered.
"Their returns would have been much higher had they not bought Adelaide Bank," says Paatsch.