Five questions asked at 2021 Brickworks AGM
December 12, 2021
Below are some of the questions Stephen Mayne asked at the 2021 Brickworks AGM held on November 23, where there was a 10% vote against chairman Robert Millner's re-election and 19% against the constitutional amendment.
1. 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 are private so won't comment.
2. A number of companies have withdrawn proposed constitutional amendments to allow for virtual AGMs including Brambles, Dexus and Bendigo Bank. Others have run the gauntlet and been defeated, including Bapcor and Altium. Given that our cross-shareholding arrangement is prohibited for newly listed companies, is it appropriate for Soul Pattinson to vote on this constitutional change and have we considered withdrawing the resolution? Also, what is the proxy position?
Answer: No, we are not going to withdraw.
3. Well done to Brickworks for not claiming JobKeeper when 474 ASX listed companies registered for the widely rorted scheme where $38 billion of the $88 billion was paid to employers which didn't satisfy the required revenue drops to qualify. Was this a Millner family conglomerate wide approach or did it just apply to Brickworks? What was the chair's view of the JobKeeper scheme?
Answer: no insight provided.
4. The chairman is 71 and is seeking another 3 year term on the board, presumably as chair. Could he provide an update on his health and effectiveness. Does he suffer from any seniors moments? Is he becoming less tolerant of criticism and alternative ideas as he ages?
Answer: at 71, I have never felt better.
5. Could the chair comment on on what percentage of Brickworks his family owns on a fully diluted basis. Given that the recent Milton takeover significantly expanded the proportion of non-Millner family shareholders within the conglomerate, on what grounds can it be justified for the Millner family to hold 28.6% of the Brickworks board seats - 2 out of 7 - whilst also holding the key chair and deputy chair positions. Isn't it time to have an independent chair and a genuine majority of independent directors?
Answer: Michael Millner's planned retirement in December 2023 was announced on the day of the meeting but the substantive question wasn't properly answered.
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