AGMs

2021 AGM mini season


May 14, 2021

Most of the notices of meeting have been lodged for the upcoming AGM mini-season so we may as well lay out the calendar for readers, just in case any of you fancy organising a subsidised flight to travel interstate to attend one of these meetings, assuming the borders remain open. The ASA provides this handy calendar of upcoming AGMs and below is more information on a few relevant issues to be debated, plus voting results and links to the notice of meeting where it is available.

April 1, Oz Minerals: held a physical meeting at its Adelaide Airport head office but also allowed full online access, including live shareholder questions from home, making it a genuine hybrid AGM which went for 70 minutes and is fully archived. See notice of meeting which details no hostile shareholder resolutions. No protest votes.

April 8, Scentre Group (SCG): notice of meeting is out with the most contentious item being a $3.5 million incentive grant to CEO Peter Allen and retention payments for key execs. It was an online only affair out of Sydney, commencing at 10am, with 3 directors up for election. There was a 51% protest vote against the rem report and 27% against the CEO's LTI grant. Sadly, the meeting only lasted for 44 minutes. Watch the webcast and see the voting results.

April 14, CIMIC (CIM): the notice of meeting detailed a genuine hybrid AGM commencing at 10am at the Fullerton Hotel in Sydney but also allowing full participation online. This is the future. No hostile resolutions and there were 3 directors up for election, including Hochtief CFO Peter Sassenfeld who has served 10 years on the board, an usual situation with an offshore nominee director. New executive chairman Juan Santamaria handled the meeting with aplomb, even personally reading out all the pre-meeting and during-meeting questions from shareholders. His formal address was also impressively comprehensive. I asked about 10 written questions during the one Q&A session allowed, but they banned debate on the later subsequent items which was disappointing. CIMIC owns 77.7% of the shares and voted on all items. The biggest protest was 5.41% against non-independent Sassenfeld and 4.11% against the remuneration report. Strip out CIMIC's 244.6 million votes and the rem protest was actually 65% (5.7m in favour and 10.7m against) and Sassenfeld was opposed by almost 70% of the independent vote cast. See the results.

April 15, Santos (STO): the notice of meeting for the wholly online AGM reveals there are 3 shareholder resolutions including an interesting one proposing to insert a new clause in the constitution requiring an annual climate change report to be published. Santos has since come out saying they will adopt this approach starting next year, which is a big win for activist groups Market Forces and the Australasian Centre for Corporate Responsibility, along with UK fund manager Chris Hohn. After Santos caved on March 16, the resolution was formally withdrawn on March 19. by committing to a non-binding climate vote at the 2022 AGM, which triggered the withdrawal of shareholder resolution 6(c) on March 19. The voting results were interesting with just 5.4% for the constitutional amendment supporting opinion-based shareholders resolutions and 13.3% for the contingent resolution related to capital protection. The full archive of the 1 hour 38 minute AGM is available here.

April 15, Woodside Energy: notice of meeting details 3 hostile climate related shareholder resolutions, two from Market Forces and one from the ACCR. The combination includes the usual contingent resolution seeking to change the constitution allowing opinion-based resolutions followed by one calling for a capital investment plan that is consistent with Paris and another calling for an annual climate report that is put to the vote each year, similar to what happens with remuneration reports. The board relented and committed to an annual climate vote in this March 19 announcement, sparking the withdrawal of one of the resolutions. It was a physical AGM in Perth but no refreshments were served and they didn't accommodate live online questions. Woodside remains a clubby Perth board. Three blokes are up for election, led by chairman and former Wesfarmers CEO Richard Goyder along with his long-time Wesfarmers CFO Gene Tilbrook. Shell lifer Chris Haynes is seeking another 3 year term despite being 73 and having served 10 years on the board. Anyone for some renewal? The physical notice of meeting wasn't sent to shareholders but I got sent a full printed copy of the 140 page annual report. This cynical practice is designed to minimise retail shareholder awareness of the various issues raised in the hostile shareholder resolutions that are set out in the notice of meeting. The voting results showed an 11.2% protest vote against Chris Haynes but the constitutional amendment was only supported by 5.17% of voted stock with a healthier 20% of the proxies supporting the contingent capital protection resolution which wasn't formally put.

April 16, Coca Cola Amatil: no sign of an AGM but there was a scheme meeting to vote on the takeover by its European cousin. Here's the 319 page scheme book if you fancy some light reading. It was approved with 99% of voted stock in favour and 81.6% of voting shareholders. See voting results.

April 27, Atlas Alteria: 10am start at this fully online AGM run on the Lumi platform. Strange that this former Macquarie tollroad outfit is still utilising a stapled Bermuda structure. Just pay the extra tax and get out of the tax haven! Apart from various director elections for the different vehicles, the only resolution of note is a puzzling retrospective approval of 67.7 million placement shares. This capital raising was done in May last year and would automatically be approved after 12 months anyway. See notice of meeting. The voting results showed all 10 resolutions were more than 94% supported with the only protests being 5.4% against director Caroline Foulger, 4% against the rem report and 4.2% against the re-appointment of long-time auditor PwC.

April 28, Energy Resources of Australia (ERA): a 9.30am start Darwin time at the Mantra Pandanas, but the notice of meeting urges people not to attend whilst failing to offer an online alternative. The best they can suggest is appointing the chairman as proxy. What about asking questions, chaps? This is a Rio Tinto-controlled former uranium miner and it just goes to show how far Rio still has to go on transparency. Just the rem report and the re-election of director Paul Dowd to deal with. The voting results showed the least popular motion had 99.94% support.

April 29, Iluka Resources (ILU): A wholly online AGM via the Lumi platform kicking off at 9.30am Perth time. Two directors up for election and the usual two rem resolutions. See notice of meeting.

April 29, Bougainville Copper (BOC): a 2pm start at the Papua Grand Hotel in Port Moresby with 7 items on the agenda because it is operating under PNG law so that there must an auditor appointment resolution and the final resolution is "other business". See notice of meeting. A genuine hybrid because also offering an online AGM through the Lumi platform with questions possible in writing before the meeting or via the Lumi platform in writing during the meeting.

April 30, AMP: notice of meeting discloses a wholly online AGM using the Lumi platform. Kate McKenzie is the only director up for election, there is second strike vote on remuneration and we've also got the LTI grant for the CEO, Francesco De Ferrari, which was later withdrawn after he was exited from the business to be replaced by ANZ deputy CEO Alexis George. There will be much to discuss given the proposed AMP Capital demerger plus reports that Boe Pahari will exit with a $50m-plus payout, which did not go down well with AMP shares at a record low after the Ares transaction fell over. The meeting lasted two hours and 40 minutes and the rem report narrowly avoided a second strike with a 23.8% against vote. See voting results.

April 30, Oil Search (OSH): a 1pm start at the Fullerton Hotel in Sydney with 6 directors seeking election, which requires a special resolution to temporarily expand the board cap. There is a CEO LTI grant plus a resolution to approve share rights for the two PNG-based NEDs. Last year's horrendous capital raising will surely come up. A hybrid meeting with online questions also accommodated. See notice of meeting. Finished with a whopping 54% against the rem report and 31% against the CEO's LTI. See voting results.

May 6, Rio Tinto (RIO): two AGMs with the UK version whole online and the later hybrid Australian version including a physical affair in Perth. The notice of meeting was lodged sans 4 hostile climate related resolutions from shareholders groups which sparked this announcement detailing an addendum to the NoM that was distributed separately to shareholders. You'd think Rio could wait for the deadline to pass for shareholder resolutions before releasing its notice of meeting. Has subsequently embraced the idea of a non-binding shareholder vote on its climate policies. Finished with a 61% protest vote against the rem report and Megan Clark's re-election was opposed by 26% given she chaired the sustainability committee since 2017 which was responsible for ESG. See voting results.

May 6, HT&E (HT1): a wholly online AGM using the Link platform with just the re-election of chair Hamish McLennon and the rem report on the agenda. See notice of meeting. The rem report was supported by 99% but there was a 9% protest vote against the chairman. See voting results.

May 6, IRESS (IRE): scheduled for 11.30am at the RACV Club in Melbourne, but a genuine hybrid AGM with full online participation. The notice of meeting details that three directors up for election, including two females, and there are two resolutions related to the CEO's LTI grant. Quite a few protest votes with 5% against director Roger Sharp, 23% against the rem report and 18% against the CEO's LTI grant. See voting results.

May 6, TPG Telecom (TPM): a wholly online AGM starting at 10am with questions coming through the Lumi platform. Three directors up for election including Jack Teoh, who is replacing David Teoh and Shane Teoh who both quit without a proper explanation last month. See notice of meeting. Only protests were a modest 4% against Jack Moffatt and Jack Teoh. See voting results.

May 12, Smartgroup (SIQ): hybrid AGM starting at 11am at Wesley Centre in Sydney. Chair Michael Carapiet is up for election along with two other male directors, then there is the rem report plus approval of shares to be issued under a loan funded share scheme. See notice of meeting for this little known company with a market cap of almost $1 billion. More than 99% in favour of all resolutions.

May 13, Ampol (ALD): the renamed Caltex is holding a wholly online AGM from 10am with 3 blokes up for election and a couple of remuneration items. See notice of meeting. Tiny 3% vote against re report and 4.5% against director Mike Ihlein. See voting results.

May 13, GPT: notice of meeting detailed a wholly online gathering starting at 10am on the Link platform with chair Vickki McFadden up for election along with one other director. Two rem items including the usual LTI grant for the CEO. More than 99% in favour of all 5 resolutions.

May 13, oOHmedia (OML): genuine hybrid meeting with the physical gathering at 11am on level 4, 100 Walker St, North Sydney. One director election and 3 rem items on the agenda. See notice of meeting and online meeting guide. Poll delivered a 16% vote against the rem report.

May 14. Aquis Entertainment: the owner of Canberra Casino is gathering from a physical meeting only from 1pm at the casino itself with just one director and the rem report on the agenda. See notice of meeting.

May 19, Eagers Automotive: arguably the most outrageous rorter of the JobKeeper scheme so this will be one AGM not to be missed. Opted for a wholly online AGM starting at 9am with Rich Lister Nick Politis up for election and a contingent board spill on the agenda after last year's first strike. See notice of meeting.

May 20, Leigh Creek Energy: the Adelaide-based company has a market cap of $150 million and is conducting a wholly virtual EGM to approve a raft of share issues via Lumi, starting at 9.30am Adelaide time.

May 21, Sydney Airport (SYD): 4 items on the agenda for this fully virtual AGM including re-election of Grant Fenn and Abi Cleland and two rem items, one to retain CEO Geoff Culbert and the other to approve his LTI grant. See notice of meeting.

May 21, AdBri: the Adelaide-based concrete giant has moved its AGM to The Mint in Sydney starting at 10am with a webcast but no ability to ask questions online. Two members of the controlling Barro family, chairman Raymond Barro and his sister Rhonda Barro, are both up for election. See notice of meeting.

May 25, Alumina (AWC): Melbourne AGM which should be quite interesting given the recent state and federal bailout of its Portland smelter with yet another subsidised power supply deal. Notice of meeting details a physical meeting at Jeff's Shed in Melbourne starting at 2.30pm with 3 directors up for election and two remuneration items.

May 26, Reckon: 10am Sydney at company HQ, 100 Pacific Highway, North Sydney. Physical meeting only with no webcast. 3 items of business including the accounts, one director election and the rem report. See notice of meeting.

May 27, Costa Group (CGC): notice of meeting details a hybrid AGM with the physical meeting starting at 11am at the new Collins Arch building at 447 Collins St in the offices of King Wood Malleson. Link is delivering the online component. Two directors up for election and two separate items on the CEO's incentives.