10 questions asked at 2022 Suncorp AGM

September 27, 2022

These 10 written questions were lodged at the 2022 Suncorp AGM, which was held on September 23, a day later than originally planned due to the public holiday for the Queen. Watch high quality webcast of meeting which lasted 2 hours and 26 minutes. The floor debate started after 67 minutes and 7 or our questions were dealt with.

Q 1. Proxy advisors (1 hr 32 mins). 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 concerns were raised and has their been any material proxy protest votes? 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? And why not follow the lead of others and disclose the proxies to the ASX along with the formal addresses?

Answer: All proxy advisers supported all item and everything was supported by more than 95% of directed votes.

Q 2. Smash report business (1 hr 36 mins). Well done in securing $440m from AMA for our SMART car repair business in 2019. AMA is now under severe pressure with a market cap of just $268m. Are we still supporting AMA as a shareholder and with board representation and with all this surplus capital from the bank sale to ANZ, would it make sense for us to buy back 100% of AMA for a fraction of the price we received? IAG recently gloated that its in-house smash repair centres cost about 10% less than third party suppliers.

Answer: chair said selling SMART was the right call. CEO said Suncorp retains board representation and the existing contract expires on June 30 next year. Suncorp initially injected just $10m into SMART and grew it over the years.

Q 3. Goodwill valuations (1 hr 38 mins). A question for the KPMG auditors. We claim to have net assets of $12.7 billion and our market capitalisation is only fractionally above this at $12.9 billion. The auditor notes in the annual report that the $4.72 billion of goodwill on the balance sheet was a key audit matter examined this year. Please explain why we didn't take any sort of write-down on this goodwill, which mainly relates to the insurance division?

Answer: Auditor said goodwill carrying value was supported by discounted cash flow model.

4. Suncorp bank (1 hr 40 mins).Shortly after the ANZ deal was announced, Suncorp was offering a market leading 2.4% at call deposit rate, something that was even referenced by an analyst at the CBA earnings call as an example of intense competition. Now that we've negotiated a fixed price sale of the banking division, are there any constraints on how generous we can be with customers given that some of those consequential reduced profits will in part be borne by ANZ shareholders.

Answer: chair said Suncorp will continue to run the bank until the sale competes and will compete hard.

5. Director skin in the game policy (2 hrs 10 mins) Suncorp has a skin in the game policy of directors acquiring a year's worth of fees in shares after 4 years on the board. Activist fund manager John Wylie has gone public in The AFR today calling for directors to acquire 2 years worth of fees in shares in their 1st 2 years on the board. Are the 2 candidates for re-election open to strengthening our policy to deliver faster skin in the game alignment? The chair was paid $660,00 last year but only owns $490,000 worth of shares. Please explain?

Answer: chair said she also read The AFR article and everyone meets the requirements or are on track to meet the requirements. Won't be doing policy on the run at an AGM.

6. Voting disclosure (2 hrs 13 mins) When disclosing the outcome of the 2 board elections and all other resolutions today on your website and to the ASX, could you please advise how many shareholders voted for and against, similar to what happens with a scheme of arrangement? With 165,000 retail shareholders, this will provide a better gauge of retail shareholder sentiment and participation and was a disclosure initiative recently adopted by the likes of Metcash, Webjet, Altium and Dexus after their AGMs.

Answer: Chair said no as Suncorp believes in "one share one vote".

7. AGM transcript (2 hrs 23 mins)Given the interesting discussions across a range of topics today, including this proportional takeover resolution, could the chair undertake to make a full transcript of proceedings available on the company's website? We have produced webcast archives in the past but never done an AGM transcript. The likes of Nine Entertainment, AGL, ASX, ANZ, CIMIC, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today?

Answer: No, chair said they only do the website archive.

These last 3 questions weren't asked.

8. Prime Minister Anthony Albanese has introduced a commendable policy requiring Federal Ministers to sell all personal shareholdings in their portfolio areas. What do the chair and Lindsay Tanner think about the fact the Queensland Labor Party's investment fund owns almost $10 million worth of Suncorp shares at the same time as Queensland's Labor Government will rule on the proposed deal with ANZ. How is this conflict managed and shouldn't these shares be divested?

9. The size and complexity of Suncorp will reduce substantially once the ANZ deal completes. Are there any plans to reduce board and senior executive pay packets once that happens to reflect the reduced size and scope of the challenge in running the company. Also did the board consider the optics of paying executive bonuses in a year when insurance customers suffered more harm and loss than at any time in our history?

10. Suncorp Bank has borrowed more than $4 billion from the Reserve Bank at the fixed rate of just 0.1% through until July 2024 and, unlike most borrowers, is not impacted by recent increases in official interest rate. This is an increasingly profitable loan which partly explains our record $3.74 billion in cash holdings as at June 30 this year. Have any remuneration changes been make to take into account this unexpectedly large and growing government subsidy?