7 questions asked at 2023 Bell Financial Group AGM
May 27, 2023
Here is the text of the 7 questions asked at the 2023 online only Bell Financial Group AGM held on April 19. Only three of them were asked during the 26 minute meeting and those exchanges are summarised below. The webcast archive was initially made available via the company's home page and have requested it be permanently published with its own URL.
1. Which of the proxy advisers are covering us and have there been any material proxy protest votes? Will you disclose the proxy votes before the debate on each resolution 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: Executive chair Alistair Provan deferred to general counsel Cindy-Jane Lee who said she was unaware of any proxy protest votes. The proxies had already been displayed at this point. Failed to answer the question as to whether any proxy advisers cover the company. The poll results showed strong support for both resolutions. Listen to full exchange via Twitter.
2. When are we going to be involved in our first PAITREO capital raising (there have been 41 since March 2011 - see full list) and do the chair and CEO agree that this is the fairest way to raise capital, particularly to avoid dilution of retail shareholders as a class?
Answer: not asked - listen to audio via Twitter of chair and co sec prematurely wrapping up the debate.
3. Bell Financial Group was name-checked in the 2021-22 AUSTRAC annual report as an organisation which had warranted attention from Australia's anti-money laundering regulator. Please provide a summary of our past engagements with AUSTRAC and what on-going AUSTRAC actions or programs are we currently involved in? Is the full board engaged on this issue and how prominently does AUSTRAC now feature on our risk register?
Answer: the chair had already dealt with AUSTRAC in his formal address plus in an earlier shareholder question so his only additional point was to say the full board was involved. Listen to full exchange via Twitter.
4. Given the interesting discussions across a range of topics today, including on the remuneration report, 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: Executive chair Alistair Provan deferred to general counsel Cindy-Jane Lee who said a webcast archive had been published last year and "at this stage", the same was planned for this year. Listen to full exchange via Twitter.
5. It is unusual not to have an LTI grant resolutions at an AGM. Could Alistair summarise any past shareholder approved LTI grants as to whether they have vested or lapsed. Also, has Alistair 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 Alistair could factually summarise the situation in 60 seconds.
Answer: not asked - - listen to audio via Twitter of chair and co sec prematurely wrapping up the debate.
6. Has Bell Financial Group ever been involved in an SPP-only capital raising? Also, when advising companies to do institutional placements, is our policy to always insist on a follow-on SPP so that retail shareholders are not diluted without compensation? How many placement only capital raisings did we do in calendar 2022?
Answer: not asked - listen to audio via Twitter of chair and co sec prematurely wrapping up the debate.
7. When a client does a non-renounceable pro-rata capital raising, what is our standard position in terms of allowing retail shareholders to apply for additional shares? Best practice is the past has been to apply no limit on "overs" but in recent years these have been capped at levels such as 50% of entitlement. Why don't we just advise companies to do unlimited overs to minimise the chances of a shortfall which dilutes retail shareholders as a class?
Answer: not asked - listen to audio via Twitter of chair and co sec prematurely wrapping up the debate.
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