Written questions lodged at the 2021 Transurban AGM

October 24, 2021

After arriving at the Transurban AGM an hour into proceedings with debate just commencing on the director elections, here is the text of the 13 questions that were lodged and read out.

Patricia Cross election to the board

Welcome to Patricia Cross, who is an excellent addition to the board. I'm told Patricia speaks 6 languages, can she please use some of them when answering the question as to what the process was surrounding her appointment and which of the existing Transurban directors she had worked with before her appointment.

Craig Drummond election to the board

Craig Drummond was the first person I ever took out to lunch as a 20 year old cub finance reporter on The Sun News Pictorial, way back in 1989. Rupert Murdoch paid and does Craig remember that meal at the Lonsdale St Bar & Grill? Did the then JB Were banking analyst ever envisage that 32 years later he would be a director of a Melbourne-based tollroad giant with market capitalisation of $42.4 billion that didn't exist at the time. As an old banker, is Craig at all worried that Transurban has the biggest debt of any ASX listed company and can he please explain his experience of the Transurban board's recruitment process and which directors he knew before joining the board?

AGM transcripts pitched during Craig Drummond election debate

In the interests of full transparency, will Craig support the idea of Transurban publishing a full transcript of today's AGM proceedings on its website, along with a copy of the webcast? You only started publishing full webcasts last year so can you also please fill out the back catalogue? Transurban were the first to disclose exact retail participation rates in a capital raising back in 2018, so why not join the likes of ASX, Woolworths, AGL, Brambles and Crown Resorts by publishing a full AGM transcript in 2021?

PAITREO capital raisings

Congratulations for once against choosing to raise capital by way of the PAITREO method to fund your latest WestConnex acquisition. This is the fairest way to raise equity and you've now done 4 of the 38 PAITREOs over the past decade, raising a total of $11 billion. And many thanks also for maintaining best practice disclosure in terms of the VWAP trading of the rights, plus the retail participation rates. Lindsay, before you retire, will you promise to educate all these new Transurban directors about the benefits of PAITREOs and extract commitments from them they that they will continue the excellent record established by you and Scott since 2015, if Transurban chooses to raise further equity down the road. Are Craig and Patricia fans of the PAITREO?

Election of BCA chair Tim Reed to the board

As President of the Business Council of Australia, does Tim really believe that proxy advisers should give companies a copy of their draft report 5 days before sending it to clients. Would he like me to do the same with AGM questions. Surely he now recognises such regulation would be an appalling government over-reach in the contractual arrangements between proxy advisers and their institutional clients?

Whilst the BCA has taken a bizarre position on regulating proxy advisers, what is the Transurban view. Am interested to hear whether chair Maxsted believes a copy of the Transurban proxy reports should have been sent to him for fact checking purposes 5 days before the report was sent to clients.

Rob Whitfield election to the board

Please ask Rob Whitfield if he supports the proposed mandated draft sharing by proxy advisers. How much has the Commonwealth Bank (where Whitfield is a director) lent Transurban. Is it more than $1 billion? Is CBA in the top 3 lenders to Transurban and how is the conflict managed where a Big Four director sits on the board of a client which represents one of the bank's biggest exposures?

Mark Birrell re-election to the board

Does Mark agree that as one of the Kennett Government Cabinet Minister who voted to award Transurban the contract in 1996, motorists would be much better off today if the state had directly contracted with Transfield and Baulderstone Hornibrook to on what was a $1.1 billion construction job to build City Link. Does he regret helping create this tollroad giant which dominates Melbourne, Sydney and Brisbane tollroads?

Follow up question after Birrell and Maxsted commented about the great value of Transurban

Lindsay, I'm just thinking of the long suffering customers and motorists who pay the tolls. It is not all about shareholders. The shares floated at $1 and the stock is now $14 so we can see from that who won that negotiation. If the state had built it conventionally, it would be toll free today. Does Mark and Lindsay agree that private tollroads can distort public road investment decisions.

Remuneration questions

Is the chair aware whether any of the 5 proxy advisers in the Australian market (including ASA and ACSI) have recommended against the remuneration report or the LTI grant. If so what concerns did they raise and were these concerns shared by any of our major shareholders in the form of a material protest vote.

ASA AGM best practice is for the proxies to be disclosed before the debate on an item. Even the governance challenged Crown Resorts disclosed all remuneration proxy votes at this morning's AGM before calling for questions. And they copped a second strike so had an incentive to hide the bad news. Please reveal the remuneration proxy votes now so are not debating in the dark.

Was it appropriate that executives received 93% to 117% of target bonuses, including the CEO being awarded an annual incentive of $2.7m, when there has been a $3.3 billion construction blowout on the West Gate Tunnel Project and it is not yet clear who will bear this cost - the state, Transurban or the building contractors, John Holland and CPB. Will STI payments be cut next year reflecting the seriousness of today's protest vote. Where does this protest rank when compared with other Transurban remuneration protest votes over the years?

A first strike is a big thing, particularly when the chair and CEO have both been in place for many years. Could this protest vote have implications for the timing of chair and CEO succession or is it locked in that the chair will retire before the CEO and the next chair will handle Scott's succession. Thanks for clarifying this is your biggest protest in 12 year at Transurban. What about taking in the record at Westpac and BHP?