AGMs

9 questions asked at 2022 McMillan Shakespeare AGM


October 28, 2022

Here is the text of the 9 written questions asked at the 2022 McMillan Shakespeare hybrid AGM held on October 28.

Back in 2013, our company donated $250,000 to the Salary Packaging industry association to campaign against the then Labor Government's tax hit on the salary packaging industry. Our bet worked after the Coalition took power and reversed the decision. 9 years later, what are the prospects of another tax hit from this new Labor Government and what is our current policy on making political donations or politically campaigning through peak bodies.

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, including this remuneration report item? 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? Also, next year will you join the growing trend of companies disclosing the proxy position to the ASX with the formal addresses ahead of the AGM commencing.

Why was the buyback so popular when it was priced at a 14% discount and which of our shareholders lobbied for an off-market buyback rather than an on-market buyback? Wouldn't it have made more sense to pay larger fully franked dividends to distribute our excessive franking credit balance. Is there something about the composition or our share register which made an off-market buyback more tax effective?

The MMS website states that Ms Kurincic is Chair of Integral Diagnostics, a $573m listed company and a director of Estia Health, a $558m company, plus on the board of mutual HBF Health and the Murdoch family funded Victorian Clinical Genetics Service. This looks like an excessive workload and MMS is Helen's only board gig outside the health sector, which she clearly understands well. Could she please address the workload issue and explain how and why a health specialist finished up as chair of a tax-driven salary packaging company?

Malcolm Turnbull recently said that Rupert Murdoch has done more damage to American democracy than any other living person, particularly be delivering President Trump through Fox News. The Murdoch empire are also global leaders in spreading climate denialism, plus are blamed by many for championing Brexit and the second Iraq war, which was a disaster for all concerned. Is our chair Helen Kurincic comfortable being associated with Murdochs through her role on the board of the Victorian Clinical Genetic Services which is funded by one of the world's richest and most controversial families? Wouldn't it be better to resign from this role and reduce her workload to focus on her large portfolio of for-profit board roles?

How many shareholders participated in the buyback and 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 last year and Webjet and Tabcorp so far this AGM season.

Why has the video feed been cut to those participating in the AGM online? It was good to watch the top brass deliver their formal addresses but now we are only getting audio, so we can't see the whites of our directors's eyes as they answer questions. Apart from that, you're running a good hybrid AGM so far and well done on getting the backing of all the proxy advisers. Could John Bennetts also please explain the process by which Helen was selected as our chair. Were there multiple internal candidates and how does he think her workload issue is being managed?

When will the MMS website be updated to reflect the departure from the Murdoch-funded gig?

There was a 12% vote against John on the proxies. Was that based on excessive tenure? I disagree with tenure-based exits of founders and strongly support John continuing.