10 questions asked at 2023 Neuren Pharmaceuticals AGM
May 30, 2023
Here is the text of the 10 questions asked at the 2023 Neuren Pharmaceuticals hybrid AGM held on May 30.
1. Well done to Trevor Scott for helping list this company on the ASX in 2005 and serving on the board since 2002. With a 3% stake in the company worth $52 million, Trevor doesn't need to work again and is also no longer regarded as independent based on length of service. How old is Trevor, is he intending to serve a full 3 year term and does he believe the next Neuren chairman is currently serving on the board?
2. Apologies for being an annoying box ticker at a time of great commercial success for the company but the threadbare notice of meeting only says that Trevor is chairman of "several" companies. Is he overboarding? The Australian Shareholders Association has a workload guidance rule that directors should not have more than 5 points, with each board representing one point and a chairmanship 2 points. How many points does Trevor currently have and please details your largest other commitments.
3. This is a bizarre New Zealand legal requirement. The notice of meeting doesn't even say who the auditor is, what they were paid last year or what they are proposed to be paid next year. If shareholders vote this resolution down, what happens to the audit function? Have you thought about redomiciling to Australia so we can be done with these silly Kiwi resolutions and instead vote on material governance issues such as our overall remuneration policies and disclosure, a requirement for all Australian-domiciled listed companies.
4. Could Trevor Scott and the chair comment on why Jon Pilcher was appointed as CEO in May 2020, but not appointed as a voting director until June 2021. It is standard for ASX300 companies to have CEOs serve on the board. Why did we take 13 months to reach that position with Jon?
5. Why hasn't our CEO Jon Pilcher been put up for election since being appointed a director in June 2021. Are CEOs of New Zealand incorporated companies also exempt from election, as occurs in Australia. Please put Jon up for election next year so we can endorse him with the usual 99% mandate that the other directors typically receive.
6. Congratulations on making the ASX300 and looking forward to the ASX200 entry. The chair noted that 6 brokers now cover us. Do any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - cover us and did any recommend a vote against any of today's resolutions? Will you disclose the proxy votes before the debate on each resolution and why not disclose the proxies to the ASX with the formal addresses like others now do?
7. The annual report says we only have 6,282 shareholders, which is surprisingly small for a company capitalised at $1.74 billion. If we had lithium in our name, there would be more than 20,000 shareholders. Why hasn't our incredible success story captured the imagination of retail brokers and investors and what is the current split between Australian and New Zealand retail shareholders?
8. Now that we are in the ASX300, could the board voluntarily adopt the Australian non-binding vote on its remuneration report at next year's AGM. The New Zealand corporate governance system is inferior to Australia's and if we having our AGMs in Melbourne, can we at least adopt Australian corporate governance standards?
9. There aren't too many global companies with a head office in suburban Camberwell, Melbourne. Given our NZ heritage and overwhelming reliance on the US market for sales, could Joe and the chair explain where the board generally meets and where our KMP turn up for work each day. What is the attraction of Camberwell?
10. 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.
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