AGMs

Standard AGM questions for chair preparation


November 24, 2022

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?

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? Which of the proxy advisers are covering us and have there been any material proxy protest vote? 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? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?

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 disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.

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.

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 over many years and the CEO could factually summarise the situation in 30 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 pledged to continue doing it even after its UK DLC ended last year. 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 Jane Doe 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 Altium, Argo Investments, AUB Group, Austal, Bank of Queensland,
Beach Energy, Bega Cheese, BHP, Blackmores, Boral, Brickworks, Commonwealth Bank, Cleanaway, Downer, Flight Centre, Fortescue Metals, Harvey Norman, Metcash, Netwealth, Origin Energy, Premier Investments, Ramsay Healthcare, Reliance Worldwide, Rio Tinto, Seven Group, Seven West Media, Soul Pattinson, Super Retail Group, The Reject Shop, 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.

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.

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?