10 questions asked at 2022 Bluescope AGM

January 16, 2023

Below is the text of the 10 written questions submitted at the 2022 Bluescope Steel hybrid AGM which was held in Wollongong on November 22. See video archive of 122 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, including the rem report? If so, what was the issue identified and have there been any material protest votes? Will you disclose the proxy votes before the debate on each resolutions? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?

2. After 10 years on the board, Ewen Crouch was due to retire. Does Ewen intend to serve a full 3 year term and have the chair and Ewen ever noticed that virtually all of the ASX100 directors who seek to serve beyond soft tenure limits tend to be men. Why is it that Australian female directors rarely ever successfully ask for or accept board endorsed tenure extensions?

3. There's no doubting the success of Bluescope during Ewen Crouch's decade on the board. Could Ewen please comment on the 3 achievements he is most proud of during his lengthy service and any regrets he might have.

4. 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.

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

6. John Bevan has been chairman of Bluescope since 2015, coinciding with a period of good performance. This board doesn't have a deputy chair so it is now clear who leads the annual performance review of the chair. Could K'Lynne comment on how the chair's performance review was conducted this year and does the chair believe their are multiple potential successors as chair currently serving on the board?

7. The audited annual accounts claim we have net assets of $10.5 billion but the market capitalisation is only $7.5 billion. Could the new audit signing partner please explain how rigorous the audit process was in terms of interrogating the book value of our various assets, particularly the claimed $2.45 billion of intangible assets and the $5.26 billion in property, plant and equipment. If the market thinks our reported assets are over-valued by $2.5 billion, why haven't the auditor and directors taken more write-downs?

8. Bluescope has around 75,000 retail shareholders but less than 5000 will have voted today. When disclosing the outcome of voting on all resolutions today, including this proposed increase in the director 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, Dexus and Tabcorp.

9. Working with the AWU, Bluescope achieved some major productivity gains at its Port Kembla facility with a renegotiated enterprise agreement in 2015. Seven years later, how many different enterprise agreements do we have across the Australian business and are we concerned about the proposed changes to Federal industrial relations legislation currently before the Parliament.

10. A number of Australian carbon emitters such as Santos, Incitec Pivot, Woodside and Rio Tinto have offered shareholders a non-binding vote on their climate action plan. Why hasn't Bluescope done the same as yet and could new director Peter Alexander comment on whether he would support making this move at the 2023 AGM.