8 questions lodged at 2022 Qantas AGM

January 18, 2023

Here is the text of the 8 questions lodged at the 2022 Qantas hybrid AGM held on November 4, with a brief summary of the answers and links to a couple of videos. Two were ignored and only 4 were read out in full unedited. See webcast archive of 128 minute meeting.

1. 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 each resolutions so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like other companies such as Brambles, NAB and Origin Energy now do?

Answer: only ISS raised issues with some of the rem items. The question also wasn't read out in full.

2. The audited accounts claim Qantas has negative net assets of $190 million with accumulated losses of $4 billion but the current market capitalisation is $11.2 billion. This makes the Qantas balance sheet one of the most conservative and wildly inaccurate in the ASX100, when compared with the market's assessment. Could the auditor please explain why this is the case and whether QANTAS has been too aggressive with write-downs over the years?

Answer: the auditor was protected from responding - watch via Twitter how Goyder and Belinda Hutchinson defend the inaccurate accounts.

3. Given the interesting discussions across a range of topics today, including on this remuneration report item, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003.

Answer: we've been publishing webcasts since 2014 but won't be adding transcripts. The question also wasn't read out in full.

4. Given that Ms Hey chaired the re-election of the chair resolution, is she officially the second highest ranking director? Also, after 9 years on the board, is this likely to be her final term. Could Richard and Jacqueline comment on whether Qantas should have a deputy chair.

Answer: Goyder said they don't have director term limits and the audit committee chair is generally the one who steps up when the chair isn't available. Watch video via Twitter.

5. Is this going to be Richard Goyder's final 3 year term on the Qantas and do you believe your successor as chair is currently on the board. Also, does the board perform an annual performance review on the chair's performance. Who leads that process?

Answer: Goyder declined to respond but Jacqueline Hey said that he was expected to continue serving more than 3 more years have only done 7 so far and that his performance is reviewed annually.

6. Big and small shareholders often have very different perspectives on executive pay resolutions. For instance, at the recent Tabcorp AGM, only 47% of voting shareholders supported the LTI grant but they represented 98.7% of voted stock. When disclosing the outcome of voting on all resolutions today, including this LTIP 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 last year and Webjet and Tabcorp so far this AGM season.

Answer: at least this lengthy written questions was read out in full by Annabell - watch this on the fly rejection by general counsel Andrew Finch via Twitter.

The two written questions which weren't asked

Qantas claims to take climate change seriously yet retains a relationship with News Corp, which is the largest supplier of climate denialist propaganda in Australia. Could Alan Joyce comment on what criteria the company uses when deciding whether to broadcast Sky News in Qantas lounges. Is exposing lounge guests to constant Sky News climate denialism, along with a deluge of gambling ads, something that concerns the company. Similarly, what are the current arrangements in terms of the provision of free newspapers for guests. Are we currently in partnership with Nine or News Corp?

Regarding Richard Goyder's re-election, please comment on your personal record when it comes to ESG. I was very disappointed when you agreed to stop disclosing the salary of AFL CEO Gillon McLachlan and you appear to have doing nothing to reduce the AFL's unholy alliance with sports gambling companies. Please outline your personal approach to these transparency and ethics issues.