15 questions asked at 2022 Webjet AGM
September 4, 2022
The following 15 written questions were asked at the hybrid Webjet AGM held on August 31, 2022 and only question 14 was not asked. See full transcript. Unless detailed, all answers were by chair Roger Sharp.
Q 1. Given we have a market capitalization of $1.93 billion, why not just fully repay the full $4.226 million in JobKeeper payments that we received across the past 3 financial years so that we can proudly declare we did not draw on the widely rorted $90 billion scheme? The likes CIMIC, Iluka Resources, Credit Corp, Santos, Centuria, Wesfarmers and REA Group repaid all of their Jobkeeper whilst partial repayments were made by the likes of Mosaic Brands, Premier Investments, Cochlear, Qube Holdings, Peter Warren Automotive, Seek, Domain Holdings, Healius and Lynas Rare Earths. Why didn't we repay even $1 and will the board now consider repaying some or all of our JobKeeper claims?
Answer 2: no we won't - none of those companies were in the travel sector.
Q 2. Could both the chair and Shelley Roberts comment on her ability to fulfil her duties as a director of our Melbourne-based company when she has a full time executive role with Compass Group in London. Is Shelley regularly the only director participating in board and committee meetings remotely and how does she participate in off-site strategic planning retreats?
Answer 11: This is now very much a virtual company. We are often off-site. Shelley is a huge contributor who adds great value and is available at all hours. We are running a global business, often remotely.
Q 3. Congratulations on moving to a constitution with no minimum or maximum number of directors. This is the new best practice as it allows shareholders to decide how many directors should serve on the board. Can you cite any or many other ASX listed companies who also have constitutions with no constraints on director numbers? Whose idea was it to make this change when you already had significant flexibility with a range between 3 and 15?
Answer 13: Don't know of any others. It was suggested as best practice by our legal advisers.
Q 4. 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 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 about the reasons if there have been any protest votes?
Answer 1: 97-98% in favour of all resolutions and we're covered by all those proxy advisers.
Q 5. Given the interesting discussions across a range of topics today, could the chair undertake to make an archived copy of the full webcast plus a full transcript of proceedings available on the company's website? At the moment, only the CEO's address is available as a webcast archive from last year's AGM. Will you commit to publishing a transcript from today, plus a back catalogue of AGM transcripts so investors can access a full history of debate at the most important governance meeting of the year. The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today?
Answer 4: I'm not sure if we have the technical capability, if we do, we will consider it?
Q 6. There was a 17% vote against the remuneration report last year. Which of the proxy advisers recommended against last year and what changes have we made to remuneration policies in order to try and win a stronger mandate this year?
Answer 9: ISS and Ownership Matters were against last year. We've improved communications, said rem committee chair and lead independent director Brad Holman.
Q 7. It is unusual to only have 1 director up for election at an AGM. 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 and Shelley Roberts comment on whether our company should or will follow this TWE lead and move to annual elections of directors at the 2023 AGM?
Answer 10: We're not dual listed, we're not BHP, we're a $2b market cap travel business and won't be moving to annual elections as we like the stability of the current system.
Q 8. Last year's online AGM started at 3pm and this year we have gone for a hybrid at 9am. In 2020 it was a 5pm online AGM and in the years before that it was generally an 11am start for the physical meeting. Will you commit to ongoing hybrid meetings with full online participation, including questions, and what is the thinking behind all these unusual start times over the past 3 years when the vast majority of companies start their AGMs between 9.30am and 11.30am? Are you having a board meeting after their AGM or did that occur yesterday?
Answer 3: Had a board meeting last night. For those who haven't noticed we've been in a pandemic. We've managed AGMs around our availability to avoid being in our PJs.
Q 9. Looking back at the $346 million capital raising in April 2020, do you agree that the huge discount was a mistake? The stock last traded at $3.76 before it was suspended and when it resumed trading it finished the week at $2.73, a massive 60% premium to the $1.70 placement and entitlement offer price. Given that more than 11,000 retail shareholders didn't participate, do you agree that the structure and pricing particularly disadvantaged those retail shareholders who were unwilling or unable to participate? Will you consider launching a discounted retail-only SPP to compensate your retail shareholders for this massive dilution?
Answer 7: it was desperate times and we make no apologies.
Q 10. The 3 underwriters of the $346 million capital raising in 2020 - Goldman Sachs, Credit Suisse and Ord Minnett - were collectively paid a 3% fee of around $10 million. Did we pay the bonus 0.5% fee disclosed in the under-writing agreements and have any of these firms offered corporate hospitality benefits to the company's directors or executives since this deal was struck?
Answer 8: not a cracker but at least Adrian Lee from Goldman Sachs has turned up at the AGM as chair hasn't heard boo from the others.
Q 11. 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 after their 2021 AGMs.
Answer 5: Yes, next question please.
Q 12. Is it time that we moved to having an independent chairman as opposed to a non-independent chairman and a lead independent director. Could chair Roger Sharp also please explain why he is not independent?
Answer 6: Chair declared that he is independent.
Q 13. The Webjet website describes most non-executive directors as "independent". Why doesn't it say the same with the chair. And if the chair is independent, why do we have a lead independent director? Could Shelley Roberts comment on the independence of the chair and why we need a lead independent director?
Answer 12: Shelley said chair is independent and Brad Holman also adds value as the lead independent.
Q 14: Asked earlier to produce an AGM transcript, the chair gave a smart-alec response - "I'm not sure if we have the technical capability, if we do, we will consider it?" It costs about $200 to buy in a transcript of a 90 minute meeting. Will you do this and also publish a full archive of the webcast, something you haven't done in previous years.
Not asked.
Q 15: Who holds a strategy briefing day the week after the AGM? Wouldn't it have been better to hold the investor day first so the retail investors not invited to the analyst and fund manager session can ask AGM questions about the large amount of material disclosed to the big end of town players.
CEO: Full docs made available to everyone at the same time. Retail can come to the UBS office and attend the session, they are no different from anyone else.
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