6 questions asked at 2022 IAG AGM

January 6, 2023

Here is the text of the 6 questions asked at the 2022 IAG hybrid AGM which was held on October 21. Watch webcast of 106 minute meeting including this 2 minute video of the fire alarms interruption.

1. 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 voluntarily continued doing it even after its UK DLC ended last year. As an experienced director, can Helen Nugent comment on whether she has considered or would support following the TWE model of annual elections for directors at the 2023 AGM.

Acting Chair David Armstrong: I'll take it on Helen's behalf, I think, or would you care to comment?

Helen Nugent: Look, I think it's something that periodically needs to be assessed. It's not a question for one individual Director, it is a question for the Board more broadly, and it's up to the Board as to whether or not they want to consider it.

David Armstrong: And I think also the extent to which it becomes common practice. Thank you.

2. There was a 9% protest vote on the proxies against the re-election of chair Tom Pockett, but this wasn't disclosed to the meeting until after the debate. Has there been any protest vote against George's re-election and could the board please comment on what the issue was with Tom Pockett. Did one of the major proxy advisers recommend a vote against and what was the issue raised?

David Armstrong: Thank you for the question, Mr Mayne. There's a few elements to that. In terms of your words, a protest vote, I think you'll be aware that a number of the proxy advisers have some rather binary rules in relation to diversity and don't provide a great degree of optionality. It then depends on the extent to which individual investors follow that advice from the specific proxy adviser. I'm led to understand that that is what has led to the vote being down on what would normally be the case for someone of Tom's capability. You raised the other question that this came up after the discussion had taken place. This is a very vexed question. Boards often find - or AGMs often find themselves in the situation of do you disclose the numbers in advance in a way that will influence the debate negatively, or do you hold off, allow the debate to take place, and then disclose the numbers. That's the approach this Board has taken in the past but I take your point, Mr Mayne, and hopefully I've answered your question in relation to Tom's re-election.

3. When disclosing the outcome of voting on all resolutions today, including the remuneration report, 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.

David Armstrong: Thank you, Mr Mayne. Look, we will take that on board and have a discussion about it. I can't guarantee what the outcome will be but I hear you on that point and we will raise it today.

4. There was a 57% protest against last year's remuneration report and we still don't know the proxy position going into today's vote. Origin Energy has been disclosing the proxy position to the ASX with the formal addresses ahead of the AGM commencement since 2008. Will we commit to do this next year so shareholders are no longer debating in a vacuum and did any of the proxy advisers recommend a vote against the remuneration report in addition to the ASA which is voting undirected proxies against the remuneration report, pushing for a second strike.

David Armstrong: Thank you, Mr Mayne. There's two parts to that. I'll answer the first part and then I might ask Mr Savvides to comment on the second part. Thank you, I understand your point around the disclosure of proxies. We will have a discussion at the Board and take that into consideration. As I mentioned earlier, it is somewhat vexed. There are different points of view but I hear your particular perspective when it comes to the REM report in particular. George?

George Savvides: Yes, I'm not aware of any of those proxy advisors against the REM report.

5. The insurance industry is very complex and requires a lot of specialist knowledge so well done for appointing career experts such as Scott Pickering and George Savvides to the board. As the former CEO of the ACC, does Scott think NSW should move to a no-fault government scheme, similarly to the TAC model in Victoria.

David Armstrong: I'm afraid, Scott, I'm going to hand that to you.

Scott Pickering: I think that's a very interesting question. There is a clear benefit of a no-fault scheme. I think that New Zealand is very lucky to have had a scheme in place for over 40-plus years. There is a lot of complexity with that and I feel that it would be probably inappropriate for me to comment on a state or a federal issue at this point in time.

Watch video of exchange via Twitter.

6. Given the interesting discussions across a range of topics today, including on this LTI grant, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? This is a Dorothy Dix question because IAG actually has the best record in the market on this front, having AGM transcripts all the way back to 2003 on your website. Please confirm this will be continued and well done for this outstanding transparency. Many companies refuse to publish AGM transcripts and the likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's, G8 Education and Lend Lease only started last year.

David Armstrong: Thank you, Mr Mayne, for your vote of confidence. Yes, I'm sure that I can confirm that will be the case and I too found it exceedingly valuable to be able to go back to some of the webcasts and transcripts in my preparation for today.