12 questions asked at the 2021 Cromwell AGM
November 18, 2021
Below is the text of the 12 questions asked at the 2021 Cromwell AGM.
1. The annual report notes that Gary Weiss took over as chair in March 2021. Gary is arguably the busiest professional director in Australia at the moment. Why did he add the Cromwell chair to his already very full dance card and is he proposing to relinquish any of his other commitments?
Answer: You asked the same question at Estia. I'm fulfulling my duties.
2. Jialei is only 26 and is the daughter of Cromwell's major investor Gordon Tang. Could she explain why she agreed to be one of her father's nominees on the board and whether she agrees with all the aggressive tactics deployed to oust Cromwell founder Paul Weightman.
Answer: chair said Tang family was entitled to board representation and with 4.7% she has the biggest personal stake in Cromwell.
3. Could new CEO Jonathan please comment on whether he has had any contact with Paul Weightman to assist with understanding the full history of Cromwell. How embedded was the Weightman culture in the company and has it been a challenge changing this culture?
Answer: chair said he has only been in the job for 6 weeks so it is early days.
4. Could Tanya please comment on whether the board has assessed whether chair Gary Weiss has the time to remain as chair of Cromwell and what her views are on whether Cromwell should have an independent chair, as opposed to Gary who spearheaded the ARA campaign to oust Paul Weightman. As part of the peace, isn't it time to have an independent chair?
Answer: Tanya Cox batted away with ease.
5. Could the chair please explain why the notice of meeting didn't disclose that Jialei is the 26 year daughter of Gordon Tang, the controlling shareholder of ARA (sic). Surely this should have been disclosed.
Answer: we disclosed enough and the Tang family are entitled to representation as major shareholders.
6. 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, including the remuneration report? 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: an excellent summary provided with support from everyone besides Glass Lewis which recommended against Jialei Tang.
7. Given the interesting discussions across a range of topics today, including this rem report, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website. Nine Entertainment chairman Peter Costello, who appreciates the benefit of a parliamentary hansard transcript where MPs don't have to scroll through old videos to find out what was said, made this change last week & had a full transcript of Nine AGM online before the end of the day.
Answer: we'll definitely do the archive of the webcast.
8. Could Eng Peng Ooi please detail the background as to how he came to be appointed as a Cromwell director and has he ever personally met Gordon Tang. Was he comfortable with the campaign run against Paul Weightman to change the control situation on Cromwell the board.
Answer: chair handled well saying Eng has a fabulous property track record at Lendlease and elsewhere.
9. Many thanks for disclosing all the proxy adviser recommendations and congratulations on winning their support, with the exception of resolution 5. Does Robert Blain share the concerns of Glass Lewis about resolution 5 and did the independent directors express any concerns when Gordon Tang proposed nominating his 26 year old daughter to the board. Did the full board interview any other candidates?
Answer: see transcript.
10. Many thanks for reading out all questions and for also disclosing the proxy votes before the debate on each item. It was also a good effort to get director candidates to address the meeting, whilst juggling unprecedented logistical challenges. It was a shame no questions came from Brisbane. Were there any independent shareholders actually in Brisbane? Best of luck with the turnaround ahead and well done on recruiting a highly regarded CEO.
Answer: there were actually a couple of questions in Brisbane.
11. Both Robert and Eng are excellent recruits given their deep property expertise. Thanks for the comprehensive candidate speeches too. Is Robert intending to buy any more Cromwell shares when the windows open.
Answer: the windows have been closed so directors have been constrained from buying shares.
12. Having come in cold on the earlier board battles, it has been an enlightening AGM. Having listened carefully, on balance, I'm now a supporter of the coup and have confidence that we are pursuing the rights strategies and have recruited the right personnel. That said, chair you probably need to address the workload issue at some point but you do seem to be right across the issues every time you are grilled and you perform impressively at AGMs. Good luck.
Answer: As Oscar Wilde said, never interrupt someone who is flattering you.
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