13 questions asked at 2021 Domino's Pizza AGM

November 4, 2021

Here is the text of the 13 questions that Stephen Mayne submitted and were asked at the 2021 Domino's Pizza AGM held on November 3.

Did any of the 5 main proxy advisers in the Australian market - ACSI, ASA, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions if there have been any protest votes?

Answer: they all supported and no protest votes.

Well done to Ross Adler for contributing so much to our success. Could Ross comment on what he thinks were the key decisions over the years which created such great value for shareholders. Also, he departs with 200,000 shares worth $28.4 million. How many shares did he hold at the peak and does he intend to sell any in the near term after retiring from the board?

Answer: Japan was a pivotal acquisition and he has never sold a share, plus doesn't intend to start after retiring.

The deputy chair Ross Adler is retiring at the age of 77 and the chair is soldiering on at the age of 79. Could Jack Cowin please comment on his health and whether, health permitting, he is intending to emulate Rupert Murdoch and continue chairing public companies like Domino's into his 90s.

Answer: Would love to emulate Rupert.

Given that Don Meij already owns 1.8m ordinary shares worth $255 million, does he really need any more incentive to stay with the business? Also, does he have any leverage on his shares?

Answer: No plans to leave and there is a modest margin loan.

Where do we rank globally in terms of pizza production? Are we in the top 5 and are we in sight of overtaking Pizza Hut? How did the Italians invent the pizza and then allow non-Italians to so dominate their national food? Do many Italians work for Domino's or do they tend to be our competitors?

Answer: We are the market leader in 9 of our 10 territories, in some case 5 times bigger than the number two. Yes, we compete against lots of Italians in Europe.

Why didn't we opt for a bigger fee increase and is the chair or CEO allowed to vote on this resolution? Also, given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website.

Answer: Appropriate board voting exclusions were followed and an archive of the webcast will be available.

Well done for paying back JobKeeper, which we clearly didn't need, but why haven't we made the mandatory JobKeeper disclosure to the ASX, outlining the amount received on behalf of how many employees over the past two financial years and how much has been been repaid? Also, what was the situation with our franchisees? Did any of them receive Jobkeeper and did we help any of them repay JobKeeper?

Answer: we've disclosed plenty on Jobkeeper.

Could Tony explain the process from his perspective on his recruitment to the board. Did he know any of the Domino's directors before being recruited to the board and was a head hunting firm involved in the process?

Answer: He didn't know any of the directors before joining the board and was interviewed by chairman Jack Cowin.

Could candidate Lynda O'Grady comment on her view about the arguments for and against continuing to have a non-independent chair. Could the chair also comment on whether he would be open to returning to having an independent chair like Ross Adler take chair, with him just sitting on the board. Is the board planning to appoint a new deputy chair or lead independent director?

Answer: we review things but all is going well at the moment so no plans for change.

Macquarie Group proudly sells itself as the millionaire factory. Could the CEO and chair estimate how many millionaires we have created amongst out staff?

Answer: We don't measure this but it would be plenty, particularly when we buy out a franchisee so they can join the company as an executive.

Jack Cowin's stake in the company is now worth about $3.3 billion. Does he really need to take a chairman's fee of $290,000 a year. Why won't Jack follow the lead of Kerry and James Packer and work for free, thereby freeing up more room in the cap for the other non-executive directors? That said, I appreciate that 290k is below market in terms of companies capitalised at $12 billion and well done Jack for helping create this fantastic company?

Answer: The fee is appropriate and I won't be working for nothing.

Tony Peake just said that our chairman Jack Cowin was the main person involved in recruiting him to the board. Could Lynda O'Grady comment on whether the independent directors have enough input into key board succession questions. For instance, does the board actively consider tenure limits given that we have 3 directors who have served more 15 years on the board, albeit delivering fantastic results.

Answer: check the webcast archive.

Thank you Craig for asking all 13 questions submitted today without any editing or question limits even though I only own 3 Domino's shares. And thank you Jack for allowing all directors to address shareholders. Many chairs protect directors from commenting at AGMs. You are one of Australia's greatest public companies and if you need any new directors, I'd be happy to serve and would do it for $10,000 a year, thereby keeping you well within this expanded board fee cap.

Answer: thanks for the question, not sure the other directors would like that idea of a fee cut.