AGMs

7 questions asked at 2022 QBE AGM


May 13, 2022

Text of 7 questions asked at 2022 QBE AGM held on May 5. No transcript or archive provided so don't if they were answered.

1. Did any of the 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 are we aware of what they said? Does the chair and CEO have a view about the proposed changes to Australian proxy adviser regulations which would force proxy advisers to fact check their reports by supplying companies with a copy as it was simultaneously sent to paying clients and then giving companies a right of reply to correct any errors via the ASX announcements platform. The proposal was blocked by the Senate but Treasurer Josh Frydenberg is expected to try again if the government is re-elected and he holds his seat? Should he do this?

2. When disclosing the outcome of voting on all resolutions today, including this item dealing with Michael Dwyer's re-election, 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 after their 2021 AGMs. Also, does Mr Dwyer support the publication of AGM transcripts and will he lobby to make this happen, along with the publication of a webcast archive?

3. What is the QBE policy position on making political donations and will we be making any related to the current Federal election? Will you consider following the lead of companies like BHP and Rio Tinto by strictly banning all forms of donations, including cash for access arrangements, and 6 figure subscription deals to attend party events, something which the likes of ASX and Woodside have done for many years with the Labor and Liberal parties?

4. Well done again for not claiming any Jobkeeper in contrast to some of our competitors. Did we have a board or senior management discussion about claiming it? What has been the reaction to our ethical position from staff, government, clients, shareholders and the community, particularly as more details emerged about the biggest waste of government money in Australian history where $38 billion was paid to claimants which didn't qualify under the rules of the $90 billion scheme.

5. When disclosing the outcome of voting on all resolutions today, including this item dealing with Yasmine Allen's re-election, 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 after their 2021 AGMs. Also, does Yasmine support the publication of AGM transcripts and will she lobby to make this happen?

6. 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.

7. Yesterday, I listened to the full 80 minute earnings conference call hosted by the new CEO and his CFO Inder Singh in February this year. Overall, I was very impressed with their ability to answer unscripted questions from analysts. Well done to the new CEO for not making the mistake of many new CEOs and confusing change with reform by needlessly sacking loads of senior executives and bringing in their own people. On that matter, has QBE hired anyone so far who previously worked for the new CEO?