10 questions asked at 2021 Soul Patts AGM
December 12, 2021
Text of the 10 questions asked at the 2021 Soul Patts AGM held on Friday, December 10.
1. Did any of the main proxy advisers - ACSI, 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 we can't comment.
2. Why did David Teoh quit TPG? What did Robert Millner do to try and keep him and is it a fair assumption that he will continue to sell his shares in accordance with the escrow arrangements, like what happened last week. Is Robert Millner still in regular contact with David Teoh as a major shareholder in TPG?
Answer: chair Robert Millner said he still sees him at monthly board meetings of another company and he is fine. Deliberately avoided answering the question.
3. The cross-shareholding arrangement with Brickworks remains an anachronism but was thankfully diluted by the Milton takeover. Is there anything stopping us doing a distribution of Brickworks shares to Soul Patts shareholders as a tax-effective way to finally unwind the cross-shareholding arrangement and also build a takeover premium into the Brickworks share price? Have we looked at this and why wouldn't we do it?
Answer: we are not looking at this.
4. Soul Patts and Brickworks are increasingly being negatively screened by ESG investors due to the New Hope Coal investment. Given the coal price is so strong, have we considered selling more of our residual 40% New Hope stake and please comment on the merits or demerits of doing a distribution of New Hope shares to Soul Pattinson shareholders.
Answer: not asked.
5. Question for Michael Hawker election resolution: You have listed lots of reasons for taking over Milton but still haven't addressed the question of "why now?" Could Michael Hawker please explain what has changed such that you didn't do this 5 or 10 years ago? Also, why were all of the Milton directors sacked, rather than offering 1 or 2 of them board seats as often happens in these situations?
Answer: chair just said Michael Hawker is a good director. Total joke.
6. Constitutional amendment resolution. Given the interesting discussions across a range of topics today, including this constitutional amendment, 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, recently made this change & had a full transcript of Nine's AGM online before the end of the day. Can we match this?
Answer: no transcript but unclear on webcast.
7. Item 3b - Warwick Negus re-election. Could Warwick please comment on why he supported the Milton takeover now, rather than years ago, why no Milton directors were offered Soul Pattinson board seats and what he or the other directors did to assuage the loud opposition to the takeover by Milton's founders, the Church family.
Answer: Again, chair refused to let the candidate speak and provided no meaningful response.
8. Item 3b - Warwick Negus election. 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 and BHP has pledged to continue doing it even after its DLC ends next year. Can both Warwick Negus and the chair comment on whether they will support Soul Patts exploring whether to follow this lead and move to annual elections of directors at the 2022 AGM?
Answer: no plans to do this.
9. When disclosing the outcome of all resolutions today, will the chair support the idea of publicly disclosing 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 shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs.
Answer: no.
10. Item 5. Appointment of Auditor. Did the auditor investigate the $12.6 million in JobKeeper payment and why didn't we pay it back like so many other public companies did. Was the auditor consulted about the issue of paying it back and was this formally discussed at board level. Other companies rorted JobKeeper. Could we have claimed a lot more than $12.6 million given that $38 billion of the $88 billion went to companies which didn't satisfy the qualification requirements.
Answer: not asked.
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