9 questions asked at 2022 Collins Foods AGM

January 16, 2023

These 9 questions were submitted at the 2022 Collins Foods AGM held on Friday, September 2 but only 5 of them were actually asked. The meeting only lasted 61 minutes and we finally got both an audio archive and transcript 4 months after the meeting after engaging directly with chair Robert Kaye.

1. Given we have a market capitalisation of $1.15 billion, why not just fully repay the full $4.21 million in JobKeeper payments that we received rather than only $1.84 million, leaving a net payment of $2.37 million. The $90 billion Jobkeeper scheme was massively rorted with $38 billion going to recipients who didn't qualify under the rules of the scheme. The likes of CIMIC, Iluka Resources, Credit Corp, Santos, Centuria, Wesfarmers and REA Group repaid all of their Jobkeeper claims so why don't we do the same?

Not asked.

2. Webjet adopted a new constitution at yesterday's AGM with no maximum or minimum numbers of directors which is the new best practice as it allows shareholders to decide how many directors should serve on the board. Similarly, Treasury Wine Estates has voluntarily moved to annual elections for directors, which is also best practice. Could the chair and Mark Hawthorne both comment on what they think of these changes and what are the current constitutional numerical limits on our board size?

Chair Robert Kaye: Thank you for the question. Look, our constitution presently provides, as you'll be aware, for a minimum of three directors and a maximum of 10. Obviously, recruiting directors, we take account of all relevant experience, we have a detailed skills matrix that's formulated, we seek both internal and external input in relation to that skills matrix and the system has worked well. We haven't really considered the notion of either eliminating those minimum or maximum prescriptions asset out in our constitution at the moment. I don't see that there's any real strong basis in doing so. Thank you.

3. Well done for disclosing the proxy votes to the ASX with the formal addresses before the meeting began and for once again achieving more than 95% in favour of all resolutions. What is the history of pre-AGM proxy disclosure and which of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - issued reports recommending voting on today's resolutions.

Not asked.

4. Given the interesting discussions across a range of topics today, including the remuneration report, 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? Well done for publishing the last two AGM webcasts on Youtube but could you deliver the transparency cherry on top by also publishing a full transcript. 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?

Chair Robert Kaye: Yes. Look, we'll undertake to entertain that. I think it's a useful suggestion and we'll take the suggestion seriously. Thank you.

5. When disclosing the outcome of voting on all resolutions today, including this performance rights grant, 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, plus Webjet also agreed to do this for the first time after its AGM yesterday.

Chair Robert Kaye: Well, yeah, thanks for the question. Look, we're not Webjet. I haven't had an opportunity to consider the rationale underlying their decision. What I can say, is that in terms of our proxy value history all our historical proxy votes are announced pre-AGM, as is standard practice. And as you know, Stephen will know, Mr Mayne will know, all proxy advisers cover us. And indeed, this year all proxy advisers have supported all of the resolutions that have come before the meeting. It's something I'm happy to have a discussion about with Mr Mayne directly if he wishes to at any time after the meeting. Thanks.

6. Is it correct that Russell Tate is our oldest director? How old is he and could we please start disclosing the age of all directors in their profiles on our website, the annual report, plus in the notice of meeting when they are seeking re-election? This is important for assessing board diversity. Is Russell intending to retire when his current 3 year term expires at next year's AGM and what sort of formal or informal tenure limits do we have for directors?

Not asked.

7. (asked 2nd) There aren't many practicing barristers in the public company director's club. Could chair Kaye please explain the background of how he finished up as chair of Collins Foods and wouldn't it make more sense to have a chair and CEO living in the same city as the company headquarters. Also, how much longer is the chair planning to serve and how many days a week does he spent on Collins Foods matters?

Chairman Robert Kaye: Gosh, alright. Alright, so let take the first question first, and to be clear, in relation to what I currently do, I don't practise as a barrister in the full sense of the word and haven't for about two to three years. I don't take court briefs any longer, nor do I do any legal advice. I do do the occasional mediation and have kept my chambers and the motivation for that is largely to keep in touch with colleagues. In terms of how I began on this Board, prior to my joining the Board, I'd served on three or four other ASX-listed entities as part of a, if you like, a change professionally in my activities. And currently, I probably spend in excess of 95 per cent of my time devoted to my NED responsibilities. In terms of the how long I plan to be on the Board, I think that's a matter for my colleagues. I'm very proud to have served as Chairman since 2015 and so it's been about seven years now and I would hope that there's a little bit more energy that I can devote to this task and value that I can afford to the Company, and I don't plan on stepping down anytime soon. Again, that will be a matter obviously, ultimately, for my co-directors and indeed, the shareholders. As to my living in Sydney, Collins Foods itself as a company, obviously, is not confined in its operations to Queensland. We have stores of various kinds in Southern New South Wales, but of course, well beyond that into Victoria, South Australia, Tasmania, Western Australia and the Northern Territory. I think the time when company directors all resided in in the one city are well and truly over. I think we make an effort, if I may say so Stephen, who posed the question, to ensure that as many of our meetings are conducted in person as we can, to ensure that there's effective engagement between directors and that's worked well for us. Page 12 of 16 Obviously, through the pandemic we had to rely much more on virtual communication and that also, I think, served a useful purpose. We are very conscious of cost when it comes to travel, accommodation and the like, and of course behave prudently in that regard. Ronn? Next question?

8. (asked first) McDonalds is the biggest employee of school kids in the hospitality business. Further to that earlier answer, what recruitment steps do we take to make ourselves more attractive than McDonalds. Do we pay the same award rates as McDonalds or are our pay practices different?

CEO Drew O'Malley: I'm happy to answer that. I think when it comes that issue, look, from a compensation perspective, most of the QSR players are, you know, relatively on the same level, given that we operate on awards that are done in conjunction with the union. I think it's fair if we're saying that we think the differentiator for Collins Foods, really, effectively comes down to culture. So, we're very intentional in the way we recruit, we look for people that share our values, have strong, positive energy, and we do think that the rest is trainable at our restaurants. So, we're proud of the record where well over 80 per cent of our managers are promoted internally from team members and we think that's reflective of the values of the practice as Collins Foods, and we continue to see good results from our improvement, despite difficult circumstances.

9. How many staff own shares in the business and have we considered introducing a staff share scheme.

Not asked.