13 questions asked at 2022 Tuas AGM

January 14, 2023

Here is the text of 13 written questions lodged at the 2022 Tuas Ltd virtual AGM held on December 2. All but one were asked and it still only lasted about 40 minutes as only two of the 15,000 shareholders bothered asking online questions. No webcast archive provided here.

1. The annual report notes that we have 15,000 shareholders but 10,000 of them hold less than 1000 shares. Have we considered doing an offer to take our holders of unmarketable parcels of shares or would that not be a cost effective move?

Answer: Not asked

2. A question for auditor Caoimhe Toouli from KPMG. The accounts claim we have plant and equipment worth $S229.6m and intangible assets worth $S132 million. How much time in Singapore did the audit team spend inspecting the plant and equipment and how seriously did you challenge the board and management team in terms of taking write-downs on both of these large balance sheet items?

Answer: auditor was in the room with the directors in Sydney and gave a good answer - watch video via Twitter.

3. Given that the chairman is only paid $150,000 a year, why do we call him an executive chairman as opposed to a non-executive chairman. Also, James and Kerry Packer used to work for free as public company directors, given the chairman has a net worth estimated by The AFR of more than $2 billion, has he thought about following the lead of the Packer family and working for free at Tuas?

Answer: audit committee chair Sarah Kenny straight batted saying remuneration issues would continue to be monitored but David's fee represented excellent value. Watch video via Twitter.

4. Tuas Ltd is a strange name for a public company. What does it mean and where did the name came from? Wouldn't it make more sense to change the company's name to Simba Telecom, supporting our main brand in the Singapore market. Afterall, we used to run TPG Group supporting the well-known TPG telecommunications brand. Why not take the same approach with Simba?

Answer: we'll take that on board.

5. Singtel is our largest competitor in Singapore and is controlled by the Singapore Government through Temasek. Are we confident that the Singapore Government and regulators will continue to provide a level playing field for us to compete with the government. Under Singapore competition laws, if Singtel wanted to buy Tuas, what would the process be to assess the proposal?

Answer: company secretary hand-balled to CEO David Tan - watch video via Twitter.

6. Independent shareholders own around 35% of Tuas yet Sarah appears to be the only genuinely independent director. Alan Latimer is listed in the annual report as independent, but he spent many years working for TPG in the past. Could Sarah and Alan both please comment on Alan's independence from the two largest shareholders and how they work together as the two designated independent shareholders (should have been "directors").

Answer: company secretary declared this wasn't relevant as Alan wasn't up for election. Bad call - watch video via Twitter.

7. As the two directors both involved in the original decision to move into the Singapore market 8 years ago, could David Teoh and Robert Millner both comment on whether the whole exercise has been worth the effort. Is it correct to say that net value has been created given the current market capitalisation of $A639 million comfortably exceeds our audited net assets of $S453 million and the reported accumulated losses of $S59.3 million. However, do either of them believe a dividend will be paid in the next 2-34 years?

Answer: no meaningful response or commitment on dividends.
8. Could Sarah Kenny please outline the history of her relationship, if any, with the corporate interests of our two billionaire directors, David Teoh and Robert Millner. What was the process through which she was recruited to represent independent Tuas shareholders. Was she ever a legal adviser to TPG or the Soul Pattinson group in the past?

Answer: the former Freehills partner had no past connection and was one of multiple candidates interviewed so a good process - watch video via Twitter.

9. Our executive chairman and 37% shareholder David Teoh has four sons. Could our newest director Bob Teoh outline the process through which he was selected to represent the family's interest on the board as opposed to any of his brothers?

Answer: a rare comment from billionaire chair David Teoh who said Bob has good a CV and it was useful to add some youth to the board - watch video via Twitter.

10. How is today's Virtual AGM being handled? Where are all of the individual directors and why didn't you offer a hybrid AGM today so shareholders could meet the directors in person. Will you return to a physical AGM next year?

Answer: company secretary Tony Moffatt said all directors were in the room along with the auditor and chair David Teoh later said they would return to a physical meeting next year. A prediction: there will be no ability to ask online questions as they didn't enjoy today's exchanges at the virtual meeting.

11. 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: company secretary said they would take this on board.

12. Robert Millner sits on more public company boards than any other person, representing the interests of Soul Pattinson. Could Robert clarify whether he keeps the $81,000 director fee paid to him by Tuas to represent Soul Pattinson's 25.4% stake on the board or whether he passes the revenues onto Soul Pattinson. I'm also a shareholder in Soul Pattinson. Also, why does Robert have a personal 5 million share stake in Tuas in addition to Soul Pattinson's stake?

Answer: Millner's only contribution to the meeting was to say his board fees were a matter for him and his personal shareholding in Tuas was a straight forward investment - watch video via Twitter.

13. Is Bob Teoh interested in chairing the company as it seems strange that the company secretary is chairing this meeting, rather than our actual chairman. Why isn't the chairman chairing the meeting? Alternatively, Is Robert Millner interested in taking over as chair as he loves chairing public companies.

Answer: the company secretary tweaked this one and then, after a mumbled comment from David Teoh, said it was up to the board as to how they ran the meeting - watch video via Twitter.