11 questions asked at 2022 Northern Star AGM
January 16, 2023
Here is the text of the 11 written questions lodged at the 2022 Northern Star hybrid AGM held for 57 minutes on November 16, with a summary of the answers provided and links to some videos via Twitter. Watch the full video webcast archive.
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 others now do?
Answer: chair Chaney said strong support for all resolutions but stressed these are private reports.
2. John Howard and Peter Costello foolishly sold off two thirds of the Reserve Bank's gold reserves at historically cheap prices shortly after being elected in 1996. This stupid move has cost Australian taxpayers billions. How important is central bank reserves to a strong gold price and have we lobbied the new Albanese Government to set some funds aside to rebuild the Reserve Bank's gold reserves. Also, which central banks have the biggest gold reserves and just how much gold is owned by governments around the world?
Answer: Chaney said "Google it". Seriously! Watch video via Twitter.
3. Perth is a small town and a lot of the major players have known each other for decades. Billionaire media mogul Kerry Stokes appears in the Northern Star top 20 shareholders list with 10.8m shares worth $107m and is presumably a larger supplier to the company as the owner of the Caterpillar franchise in WA. Could Mr Chaney comment on his relationship with Mr Stokes and how tendering is managed around procuring mining equipment from a top 20 shareholder, albeit one not represented on the board.
Answer: Yes, we're friends but the board is not involved in equipment tendering although we did approve the recent acquisition of 37 Caterpillar trucks under a delegations policy. Watch video via Twitter.
4. Despite having around 55,000 shareholders and a market capitalisation of $11.5 billion, our board has been reduced in size to just 7. This is on the low side for an ASX50 company. Could Nick Cernotta comment on how be believes this small board operates running a big complex operation like Northern Star. Why not increase it to as many as 10, adding more diversity and breadth of knowledge.
Answer: It's actually 8 and that's a good number.
5. Having 4 separate AGM resolutions dealing with incentive arrangement for a single employee must surely be a record for an Australian public company? Does it really need to be this complex and multi-faceted? How many CEO pay resolutions are we likely to see at next year's AGM?
Answer: two or three.
6. Could the CEO summarise his past incentive grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in Northern Star or its predecessor companies or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't respond by saying look at past annual reports and ASX announcements. It's complicated and the CEO will no doubt know the exact position and be able to explain it in 30 seconds.
Answer: After some tut tutting from Chaney the CEO explained his position well and has good skin in the game. Watch video via Twitter.
7. Could Marnie and the chair comment on the recruitment process. Was a head hunter involved, did the full board interview Marnie and did they interview any other candidates? Did Marnie know any of our directors before engaging with the recruitment process?
Answer: Chaney said was a who you know board process with no head hunter. Watch video via Twitter.
8. Well done for running a hybrid AGM today and for receiving such strong voting support on all resolutions. 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: we'll just do the webcast as usual. Too expensive to do a transcript. Watch video via Twitter.
9. Why is Michael up for election two years in a row and why, once again, is the CEO chairing this item rather than the deputy chair or lead independent director. We had this discussion last year and nothing has changed.
Answer: the CEO was on stage so it was convenient and the constitution required rotations so Chaney volunteered. Watch video via Twitter.
10. Why was there a 10.5% vote against Nick if all the proxy advisers were in favour. Double digit protest votes against directors are unusual so what was the issue of concern with his re-election? Is it an indepedance issue or a workload issue?
Answer: Chaney mused that it was workload and then gave a sermon about the best directors being on the most boards. Watch video via Twitter.
11. In terms of diversity, do any of our directors live outside WA? Impressed by Marnie's background and commitment to first nations people but isn't it perhaps time we followed the lead of Rio Tinto and Woodside and expanded the board by appointing our first Indigenous director.
Answer: One is in Sydney and we're skill based but not opposed to an Indigenous director. Watch video via Twitter.
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