Questions lodged at the AMP AGM
May 8, 2021
The following questions were lodged and largely asked at the 2021 AMP AGM.
1.
Why didn't AMP follow the lead of CIMIC, OZ Minerals, Oil Search, IRESS,
oOHmedia and Costa Group by offering a hybrid physical and online AGM,
especially given the legislative exemption allowing companies not to have a
physical AGM expired on March 20?
2.
How did The AFR's Rear Window gossip
columnist Joe Aston know that Francesco De Ferrari was being ousted before even
our CEO knew. Has there been an investigation into this embarrassing leak? What
happened?
3. It is very unusual to
approach a senior public company executive to be CEO of another public company
when the incumbent doesn't even know he is going to be replaced. What was the
process used to lure ANZ deputy CEO Alexis George across to replace Francesco
De Ferrari as AMP CEO. Who made the approach? When was it first made and was a
search firm involved?
4. Is it correct
that by the time Boe Pahari has exited AMP following the proposed demerger and
the satisfaction of all his “carried interest” entitlements, he will have been
paid more than $70 million during his 10 year tenure at AMP. In hindsight, was
he worth that sort of money? Please describe how he added value?
5. Is there a risk
that Boe Pahari could set up a rival funds management business to AMP Capital,
including by poaching some of his former AMP colleagues. Have we reached terms
with him yet? How long will we have access to his services for and how long is
period of gardening leave where he is unable to compete against us?
6. A lot of
territory has been covered today already, yet less than 1% of AMP's 800,000
shareholders are watching or will watch this AGM webcast. Could you undertake
to make a full transcript of the AGM proceedings available on the AMP website
by the end of next week? Other companies such as Crown Resorts, Woolworths and
Transurban have responded positively to this request?
7. Was there ever a
formal board resolution or vote to remove David Murray as AMP chair. Was Debra
Hazelton the only incumbent director who expressed interest in assuming the
chair position once it became vacant? Were there any formal non-unanimous board
votes taken by directors during this chair transition process?
8. There has been a
lot of media coverage about AMP over the past two years, most of if negative.
Could both the chair and CEO address the question of whether they regard the
coverage as being broadly fair. If not, which elements were unfair?
9. History shows
that when ASX companies demerge to create two listed entities, at least one of
them gets taken over within three years (ie Sydney Roads, Foster's, ALH, Recall,
WMC and Fairfax Media). Can the chair and CEO both comment on which of our two
businesses would likely be more attractive for predators?
10. Afterpay published
the full proxy voting report on the ASX with its formal addresses before its
2020 AGM commenced. Why didn't AMP agree to do the same when asked this morning
and will you now disclose the biggest against votes so shareholders have enough
time to formulate some questions about the voting outcome.
11. Did any of the existing AMP
directors know or previously work with Alexis George before she was hired as
our CEO? And why wasn't Alexis able to attend today's AGM. Was she restrained
from doing so by ANZ?
12. A question for Francesco, through the chair.
Has the out-going CEO had any discussions, meetings or emails exchanges with
his successor, Alexis George. Will Francesco publicly undertake to support his
successor in every way possible as part of his exit arrangements.
13. Does the CEO regret bringing his former Credit Suisse
colleague Alex Wade across to succeed Jack Regan in charge of the Australian
advice business in December 2018? Why did Mr Wade only stay for 18 months until
August 2020 and what were the circumstances of his departure which was
“effective immediately”?
14. . Regarding the
branding strategy, has any considering been giving to dropping the AMP
entirely. Have you explored roughly how much such a rebranding would cost.
Would it be more than $20 million?
Please also explain why the demerged entity is only called “Private
Markets” not “AMP Capital” or “AMP Private Markets”. Will it carry the AMP name
or adopt a new less tarnished brand?
15. According to the media, Francesco De Ferrari
recently bought a 6 bedroom Woolahra
mansion for $7.5 million in cash without requiring a mortgage earlier this year.
We have paid him more than $8 million so far as CEO. How much more is he going
to be paid and is the CEO planning to stay in Sydney and pursue a further
executive career?
16. David Murray was paid $1.76 million during his period as
chair of AMP. When he resigned in August 2020, AMP's exit notice to the ASX
revealed that he only owned 11,375 shares which are today worth barely $15,000.
Is this acceptable and can the new chair explain how she plans to build a more
significant shareholding in the company to have true skin in the game?
17. A question for the external auditor and the chair of the
audit committee. The audited balance sheet claims we have $4.3 billion in net
assets but the market capitalisation has now fallen below $4 billion with the
share price at a record low. How rigorous was the auditor testing of the board
and management's valuations of the various assets recorded on our balance? If
further write-downs are coming, which divisions are they likely to relate
to?
18. When I resigned from News Corp
in 1999, my superannuation entitlements were transferred to AMP without my
knowledge. Over the past 20 years, performance has been poor and fees high. Why
was this account then transferred to Resolution Life with the AMP Life sale
when it was never a life insurance product. Was this done to make the life
insurance business more valuable when it should have stayed with AMP financial
services. Where was the line drawn with Australian customers and the AMP Life
sale?
19. Is the external auditor available to answer questions?
Could he please comment on the asset valuations process during the audit with a
lens on whether further write-downs are in prospect plus also explain why he
picked the subjects he did for the “Key Audit Matters” section in the annual
report.
20. Could Francesco please take us through the key hirings
that he has overseen at AMP that he thinks has worked out well in terms of
adding value to the business and improving culture. On a similar note, was Alex
Wade worth the $3.5 million that we paid him for the 18 months that he was with
the business?
21. Is Kate McKenzie definitely going to stay on the AMP board or
could some of the existing AMP directors transition across to Private Markets
once the demerger has approved next year?
23. Are we going to appoint new directors to join Kate
McKenzie on the board, so that we have a broader pool of directors to join
Michael Sammells on the Private Markets board?
24. Remuneration question. The chair recently claimed that
AMP is following ASA guideline on proxy disclosure. This is not right because
ASA guidelines call for boards to disclose the proxies before the debate on an
item concludes and the proxies for Kate McKenzie were only disclosed after
questions had finished. Please disclose the remuneration proxies now so that
shareholders have enough time to lodge written questions about the voting
outcome. If there has been a second strike, please tell us now.
25. Has the AMP staff share scheme voted on the remuneration
report and were any shares that AMP owns in itself or manages on behalf of
others voted on the rem report or were they excluded as required for directors
and senior executives with direct AMP holdings?
26. Has there been a second strike?
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