Online questions lodged at the 2021 IDP Education AGM

October 24, 2021

Here is the text of the online questions lodged at the 2021 IDP Education AGM.

1. The chairman, Peter Polson, is now 77. When is he going to retire from both IDP and Challenger, where he has served for more than 15 years. Could the deputy chair or lead independent director please comment on how Mr Polson's performance is reviewed each year and where the chair succession process is currently at?

2. Why did we pay the CEO a bonus when we were bailed out by the Federal Government through the JobKeeper scheme? How much JobKeeper did we claim, how much did we pay back and why don't we pay back more given that our business is going so well with the shares now at $36.57, giving us a market capitalisation of more than $10 billion.

3. In the interests of full transparency, will Chris Leptos support the idea of IDP publishing a full transcript of today's AGM proceedings on its website? Could the chair also comment on this request to follow the lead of companies like ASX, Woolworths, Transurban and Westpac by publishing a full transcript of today's debate, not just a copy of the webcast.

4. When disclosing the outcome of this board fee resolutions and all other resolutions today, will the chair agree to publicly disclose how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholders sentiment on all resolutions and was a disclosure initiative recently adopted by both Metcash and Southern Cross Media after their AGMs.

5. IDP announced a $175m placement at $10.65 last year and then lifted this to $225m, whilst retaining the cap on its subsequent SPP at just $15m. Macquarie collected a $5 million fee based on a 2.2% commission. The discount on the day was 7.9% against the previous closing price of $11.56. Universities Australia owned 49% before the raising and was diluted down to 46%. Does Colin agree this ill-considered diluted placement effectively cost taxpayers, via universities, tens of millions given where the share price is now sitting?

6. Since 2019, Treasury Wine Estates has voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp, BHP and Rio Tinto all do this due to the laws in the US and UK. What does Chris Leptos think about this idea and could the chair comment on whether IDP will consider following suit to lead by an example on governance by being more regularly accountable to shareholders. Such a move also would assist with managing chair succession.

7. Could the chair please explain his recent failure to notify the ASX about some changes to his shareholding. As The AFR's acerbic Rear Window columnist Joe Aston noted, this has happened before. What changes have been put in place to ensure this never happens again and what did the chair think of Joe Aston's recent article about this unfortunate situation. Has the chair sold any more shares in recent weeks?

8. Now that Universities Australia no longer controls IDP, why is Colin running again, what is the situation with university board representation and how much of the company do universities collectively still own? Also, what did Colin think about the fact that IDP claimed JobKeeper when Australian universities were ineligible to apply. Should we pay all this JobKeeper back given our CEO is worth more than $100m and our company is worth more than $10 billion?

9. What is the worst thing that the Chinese Communist Party could do to damage our business if trade relations continue to deteriorate. Could we be banned, just like Treasury Wine Estates has been with all its wine sales on the mainland now banned? (This question was not asked)

10. About 25% of the independent proxies were voted against the re-election of one of the university directors at last year's AGM. What was the explanation for this and have any of the proxy advisers recommended against Colin's election today?

11. Why haven't the proxies been disclosed on previous resolutions. Have any of the 5 proxy advisers recommended against any items of business today and have there been any material protest votes? ASA policy is for proxies to be disclosed before the debate on each item of business.