Standard AGM questions for chair preparation
December 10, 2023
Here are some standard AGM questions likely to be asked at 2022 AGMs for chairs wishing to prepare in advance.
What did the proxy advisers do when no pre-AGM disclosure?
Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes?
Disclosure of proxies before the AGM
Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Will you adopt this practice at next year's AGM?
AGM transcript request
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? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003.
Extra data on voting outcome
When disclosing the outcome of voting on all resolutions today, could you please advise the ASX 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 voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp and Myer over the past two years. The ASX itself and Qantas both did it for the first time this season. You've got the data, so why not let the sun shine in.
Early disclosure of proxies
The likes of Dexus, Brambles, NAB, JB Hi Fi, Origin Energy, Viva Energy and many other companies have all disclosed the proxy votes to the ASX before their latest AGMs started along with the formal addresses. Will the board agree to do this next year so that interested shareholders and other stakeholders, including institutional investors and proxy advisers, have an early insight into the proxy position before the AGM debate commences. Why withhold only the voting data slides from the presentations lodged with the ASX when this can easily be disclosed at a time of the company's choosing during the meeting itself without disrespecting those participating in the debate.
Explain proxy position
Thank you for disclosing the proxy position to the ASX along with the formal addresses. Could the chair share what he knows about why there was a XXX protest vote against the remuneration report and XXX against the chair of the rem committee. Which of the proxy advisers recommended against, what reasons did they give and how extensive were consultations with major institutional shareholders to encourage them to support all resolutions?
Summary of CEO's LTI history
Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.
Annual elections of directors
In 2019, Treasury Wine Estates 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 and Rio Tinto all do this due to the laws in the US and UK and BHP has continued doing it even after its UK DLC ended in 2021. Can the chair comment on whether our company will follow this TWE lead and move to annual elections of directors at the 2023 AGM?
Question on director recruitment process
Could new director XXXX and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Jane and did they interview any other candidates? Did Jane know any of our directors before engaging with the recruitment process?
Hybrid AGM
Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Big companies like Bank of Queensland, Bega Cheese, BHP, Boral, Brickworks, Commonwealth Bank, Flight Centre, Fortescue Metals, Harvey Norman, Metcash, Origin Energy, Premier Investments, Ramsay Healthcare, Rio Tinto, Seven Group, Soul Pattinson, Super Retail, Whitehaven Coal and Worley all banned online questions and voting in 2022, so well done for showing them up. What was the experience like from your end?
Overboarding
If a director is overloaded, they can expect a question. The key yardstick is the ASA's 5 point maximum guideline with each board seat representing one point and a chair position representing 2 points.
Exit comments from a director retiring at the meeting. An example from 2022 Dexus AGM:
Thank you to Jane Doe for her 11 years of service. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a Google director, could Jane please comment on what she regards as the best decisions Google made during her time on the board and does she have any regrets?
Chair selection process - if the chair has recently turned over, expect a question on the process like this one at Dexus in 2022:
Shareholders rarely get any insight into chair succession matters. Could Mark Ford provide his perspective on how the chair succession was handled. Was a head hunter or external party involved in the process or was it all done just with the assistance of the company secretary, like what happened at Macquarie Group. Were their multiple candidates for chair and was their a ballot. Was Mr Ford a candidate?
Chair performance and succession
The chair has been in the role for XXX years. Why doesn't this board have a deputy chair or lead independent director who can be directly responsible for leading the annual performance review of the chair. How was the chair performance review conducted this year and does the chair believe their are multiple potential successors as chair currently serving on the board?
Political donations
If the company has made any political donations in the previous two years, expect a question as to why as we prefer companies to have a policy of making no donations. This is currently adopted by the likes of Aristocrat Leisure, BHP and Rio Tinto.
Market cap at a discount to net assets - an example from 2022 Dexus AGM
A question for the auditor Matthew Lunn. How could Matthew and his team sign off on the 2021-22 accounts claiming we have net assets of $13.56 billion when the current market capitalisation is only $8.24 billion. Can the auditor or the CEO cite any other ASX200 companies with a $5.3 billion market cap discount to claimed book value. Shouldn't we simply be taking a major write-down to reflect changed valuations after COVID, particularly with office occupancy.
Board diversity
Any obvious gaps will be questioned, including having too many directors living in the same city such as Scentre Group and Macquarie Group which are both dominated by Sydney-based directors.
Audit tenure question
How long has the current audit firm been in place, when we did we last run a full tender for the job and when are we next intending to tender our audit work?
Skin in the game
Directors should have invested at least one year's worth of cash fees into shares in the company and can expect a question if they haven't.
Why did a director resign - example from 2023 QUBE AGM
Why did Nicole Hollowes resign from the board on November 10, as opposed to the end of her 3 year term at this AGM. The October 9 announcement provided no reasons and came just 2 weeks before the release of the AGM notice of meeting on October 23, when shareholders were expecting she would be standing for election again. When independent directors abruptly resign, shareholders should be informed. Please explain. What happened?
Share consolidation
It's a bit embarrassing that our shares are trading at just 15c when we have a market capitalisation of $323 million. Do we really need to have 2.15 billion shares on issue? This is more the Commonwealth Bank with 1.7 billion shares on issue and and CSL with 489 million. Will the new chair consider implementing a 10-for-1 consolidation at next year's AGM?
Badly structured capital raisings
If a director up for election has been involved in a badly structured capital raising which diluted retail shareholders, they can expect a question on this. Here is an example for Yasmine Allen at the 2022 QBE Insurance AGM:
In April 2020, Yasmine Allen was one of the Cochlear directors who treated retail shareholders poorly in a capital raising, by supporting a discounted $880 million institutional placement at $140 a share, followed by a $50 million SPP for retail shareholders which was patently too small. $300 million of the placement was allocated to a single London-based fund manager Veritas Asset Management, 6 times the amount that was proposed for Cochlear's 37,000 retail shareholders in the SPP. Cochlear ended up expanding the SPP to $220 million after receiving $417 million worth of applications from 16,651 retail shareholders. It refunded $197 million and used a scale back formula favouring wealthier retail shareholders, which included the directors. Given this disappointing history, if it comes to QBE doing a future capital raising, will Yasmine push for a PAITREO structure that treats all shareholders equally, rather than what she supported happening at Cochlear two years ago?
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