6 questions asked at 2023 Atlas Arteria AGM

May 30, 2023

Here is the text of the 6 questions asked at the 90 minute 2023 Atlas Arteria hybrid AGM held on May 30, along with a summary of the answers and some video grabs of the exchanges.

1. Debra was a one of the Ten Network Holdings directors who put the business into administration back in 2017, confirming a multi-billion loss for investors. Whilst not serving for a long period as a Ten director, could Debra please provide her account of what went wrong. CVs matter for public company chairs and when they have a history with corporate collapses, these should at least be publicly explained when they next seek a mandate from public investors.

Answer: Debra only joined 9 months before the Ten collapse and explained that when loan guarantees (from Lachlan Murdoch and Bruce Gordon) were withdrawn, it was a game over. Fair enough. Watch video via Twitter.

2. Given the current scandal engulfing PwC, did the board discuss whether the firm should be re-appointed and when did we last put the audit to tender? Do we have any current plans to re-tender the audit, or are we too busy focusing on the takeover situation with IFM and bedding down the Chicago acquisition.

Answer: The ASA asked these questions well and surprised the chair wasn't able to say when the audit last went out to tender. Suspect if was never given that PwC has been Macquarie's long term auditor and first picked up the gig when Macquarie floated the old Infrastructure Trust Australia back in the 1990s. However, she said it was "under constant review". Watch video via Twitter.

3. Could IFM nominee Ken Daley please explain which individuals within the industry funds movement he is answerable too and whether he has been involved in the tactical call to not vote by proxy, as IFM members normally do at AGMs. Is this all about maximising the voting leverage at today's AGMs and how is IFM intending to vote?

Answer: The chair explained that because of detailed conflict of interest agreements, Ken had no insights into IFM's voting intentions. Watch video via Twitter.

4. 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: chair said she'd first need to get legal advice, which is different from the usual "we'll discuss that as a board".

5. Could IFM board nominee Ken Daley please explain to shareholders how IFM intends to vote on the rem report. It has the voting power to avoid a rem strike. Is it going to use this power or instead destabilise the board in a corporate control situation by raising the prospect of a full board spill 12 months from now.

Answer: Both Ken and the chair explained that because of detailed conflict of interest agreements, Ken had no insight into IFM's voting intentions. Watch chair's comments via Twitter.

6. Why did Ken agree to be a nominee director if he isn't even informed about IFM's voting intentions. Who is calling the shots at IFM and is he confident they will follow his advice on how to play this sensitive corporate control situation?

Answer: Ken explained that he is primarily on the board for his tollroad experience, not corporate control battles. Watch video via Twitter.

Also worth watching this video of the chair defend being incorporated in Bermuda after good questions from ASA.