12 questions asked at 2022 Goodman Group AGM

January 16, 2023

Here is the text of the 12 questions asked at the 2022 Goodman Group hybrid AGM held on November 17, plus a summary of the answers provided. See webcast archive of 100 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? 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: Yes, there was some opposition that emerged with a second strike and 29% against the rem committee chair.

2. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated over many years and the CEO could factually summarise the situation in 30 seconds. He's done a great job and has fabulous skin in the game, but it would be good to know the full back story.

Answer: chair Stephen Johns monopolised most of the answers and declined to invite Greg Goodman to answer this one.

3. 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 pledged to continue doing it even after its UK DLC ended last year. Can the chair and Anthony Rozic comment on whether our increasingly global company will follow this TWE lead and move to annual elections of directors at the 2023 AGM?

Answer: chair Stephen Johns said they were unlikely to move but would look at it.

4. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Big companies like Altium, Argo Investments, AUB Group, Austal, Bank of Queensland, Beach Energy, Bega Cheese, BHP, Blackmores, Boral, Brickworks, Commonwealth Bank, Cleanaway, Downer, Flight Centre, Fortescue Metals, Harvey Norman, Metcash, Netwealth, Origin Energy, Premier Investments, Ramsay Healthcare, Reliance Worldwide, Rio Tinto, Seven Group, Seven West Media, Soul Pattinson, Super Retail Group, The Reject Shop, Whitehaven Coal and Worley all banned online questions and voting in 2022, so well done for showing them up. What was the experience like from your end?

5. The audited accounts in the annual report claim we have net assets of $2.6 billion but the market capitalisation is $35 billion. Could the auditor explain the disparity.

Answer: not asked.

6. Phil Pryke is the long term rem committee chair. Why is he running again after a second strike. Does he regret not properly accounting for stock-based bonuses to staff which is at the heart of the second strike. The proxies were not visible on screen. What are the proxies on this resolution and has Greg Goodman voted his stake in favour?

7. Could Hilary Spann and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Hillary and did they interview any other candidates? Did Hillary know any of our directors before engaging with the recruitment process?

Answer: we knew Hilary and grabbed her on hearing she was available.

8. As per the question to Hilary, could Vanessa comment as to whether she knew any of our directors before engaging with the recruitment process? How did she find the recruitment process?

Answer: this recruitment was through a head hunter process.

9. Goodman Group has around 55,000 retail shareholders but less than 2000 of them would have voted today before we all feel overwhelmed by the big institutional shareholders. To stimulate future voting participation, when disclosing the outcome of voting on all resolutions today, including this increase in the NED fee cap, 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.

10. Under the current incentive scheme for staff, on average they can be issued almost 1% of the company each. With a market capitalisation of $33.6 billion, these are becoming increasingly big numbers. During the good times, total compensation for our staff can comprise as much as 60% of total pay. Therefore, why does our reporting of operating EPS continue to exclude the cost of share based payments to staff. This is the issue. Will you commit to changing the accounting treatment?

Answer: chair Stephen Johns defended the current system watch video via Twitter.

11. The CEO and co-founder of Platinum Asset Management, Andrew Clifford, told shareholders at yesterday's AGM that where a company does not include the cost of share-based payments in operating profit, you should "run for the hills". Could CEO Greg Goodman please comment on how important share-based payments, like this proposed issue to Danny Peeters, are for staff retention. And chair, please stop monopolising the debate and allows others to answers questions, such as the CEO and directors up for election.

Answer: the share the question bit at the end was censored.

12. Please read out the proxies on these 3 resolutions. They were not visible online.