8 questions asked at the 2022 Liberty Financial Group AGM
November 9, 2022
Here is the text of the 8 questions asked at the 2022 Liberty Financial Group hybrid AGM held on November 9, plus a summary of the answers provided.
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, including on the directors? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?
Answer: chair Richard Longes said the only concerns related to the constitutional amendment allowing online AGMs.
2. Given the interesting discussions across a range of topics today, 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: Yes.
3. What was the process through which we recruited Jane to the board? Was a recruitment firm involved and did the full board interview multiple candidates. Could Jane clarify if she knew any of the Liberty directors before engaging with the recruitment process?
Answer: Recruitment firm was used and Jane said she worked at Lend Lease in the 1990s when he was deputy chair but had no dealings with him at the time.
4. When disclosing the outcome of voting on all resolutions today, including Sherman Ma's incentive 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: question got cut in half so chair didn't understand what he was agreeing to. Read them out in full, please!
5. Given that Sherman Ma is the largest shareholder with more than 40%, is it really necessary that he participates in this incentive scheme? The Packers worked for free at PBL. Could Sherman comment on why he draws a salary and participates in the incentive scheme. Aren't the big dividend cheques enough incentive?
Answer: question got cut in half so Packer reference was censored and chair said he was entitled to be on the same incentive as everyone else.
6. Our chairman Richard Longes is a highly credible figure but at 77 he is also one of Australia's oldest public company chairs. Is he planning to retire at the end of his current 3 year term and does he believe the next chairman of Liberty is currently serving on the board?
Answer: No comment.
7. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary Liberty shares or bought any on market without relying on an incentive scheme to build his equity position in the company?
Answer: chair and CEO both said this was the CEO's first LTI grant and CEO added that he had never bought or sold a share since the float.
8. Has Sherman Ma voted his controlling stake on all or any resolutions today, including this proposed new constitution. Does this proposal include allowing for virtual AGMs?
Answer: chair said he voted according to the law which was code for saying he didn't vote on his own incentives or the rem report but he used his controlling 40% stake to ram through the constitutional amendment allowing virtual AGMs.
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