Questioned lodged at the 2021 CBA AGM

October 24, 2021

The following questions were lodged at the 2021 CBA AGM held on October 13 but they imposed a 2 question limit per resolution so those that weren't asked have been italicised.

1. CBA has borrowed more than $51 billion from the Reserve Bank for the next 3 years at just 0.1%. Why did we need more support than any other bank and given this government bailout, why did we subsequently pay $6.2 billion in dividends for the 2020-21 financial year, plus complete a $6 billion buyback. Why don't we pay the $51 billion RBA loan back early and be a proudly independent listed banking not relying on government support?

2. Approximately how many of our 850,000 shareholders participated in the recent $6 billion buy back and why didn't any of the directors participate? What was the bank's policy in terms of directors, senior executives and staff participating in the scheme and what was the total number of shares tendered at the 14% discount rate?

3. Why didn't you follow the lead of Afterpay and Ausnet and disclose the proxy position to the ASX before the AGM along with the formal addresses so that interested shareholders could ask questions about the reasons behind any protest votes? When will the proxies be disclosed and have there been any material votes against the board's recommendation, including on the contingent climate change resolution?

4. I'm a local government councillor in the City of Manningham. CBA permanently closed 2 of its 5 branches, in Donvale and Lower Templestowe, in our local government area during the COVID pandemic. Was this lack of support for the local community appropriate in the same year when the RBA lent CBA $51 billion for 3 years at 0.1%. How many physical branches have we now closed since the pandemic first struck and have we finished the closure program or are there more to come?

5. Chair election. When disclosing the outcome of her election 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 Metcash after its AGM.

6. Chair election. When the chair retired from the board of competitor Macquarie Group in 2013, she owned 12,000 shares which would be worth $2.2 million if retained today. I also understand that she owns more than $1 million worth of shares in Afterpay (wrong, that is another Catherine Livingstone), a major disruptor and competitor in the global payments system. The annual report discloses that the chair's CBA shareholding fell from 10,935 shares to 8,537 shares over the course of the year, a stake worth $895,445 based on last night's closing price of $104.89. This holding is only worth fractionally more than the $888,000 in cash the chair was paid in 2020-21. Does the chair still have bigger investments in Afterpay and Macquarie than CBA, why did she reduce her holding during the year and what is her general approach to holding shares in CBA's competitors?

7. Anne. Since replacing Marcus Blackmore as chairman of Blackmores 12 months ago, I understand that Anne Templeman-Jones has not had a meeting with her predecessor, the founder of the company who still owns 19% and whose name is on door. Marcus Blackmore is now threatening to vote against Anne's re-election as Blackmore's chair at the AGM two weeks from now. Stakeholder management is a core skill for public company directors so could Anne please explain her approach to dealing with big and small shareholders, including why she apparently froze out the biggest shareholder in Blackmores?

8. Anne. In the interests of full transparency, will Anne Templeman Jones support the idea of CBA publishing a full transcript of today's 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.

9. Harmer. As a member of the People and Remuneration Committee, could Peter Harmer please comment on the remarkable situation where Kara Nicholls, our former company secretary and head of governance, sued us for firing her after she reportedly warned on multiple occasions that the governance section of the bank was under-resourced. The matter has now settled, so could the chair also comment on how this situation arose and whether she believes our governance functions are adequately resourced.

10. Harmer. Peter Harmer only owns 948 CBA shares worth less than $100,000 yet will be paid around $300,000 a year in cash as a director. When do the windows open up for director share purchases and could Peter please outline his intentions in terms of the size of the CBA shareholding that he is intending to build.

11. Could Julie please outline how much time she has spent in Australia during her largely Denmark-based career and what the process was in terms of her selection to be a director of Australia's biggest bank? Also, what committees is she proposing to join and did she know any of the CBA directors before joining the board?

12. LTI Grant: The CEO already owns $6 million worth of ordinary shares. Could Matt please comment on why he needs to receive any more LTI grants to keep him motivated when he already has a very big equity play from previous grants.

12. Julie: 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 Julie think about this idea and could the chair comment on whether CBA will consider following suit to lead by an example on governance by being more regularly accountable to shareholders.

13. Constitution: Could the chair please comment on why Australian boards are so afraid of listening to the opinions of shareholders by way of non-binding shareholder resolutions? These are standard practice in the US yet dozens of ASX listed companies have now recommended against these amendments, including CBA today. Why not blaze the trail by supporting this constitutional to allow for opinion-based shareholder resolutions? Please show more respect for the opinions of shareholders.