6 questions asked at 2023 Xero hybrid AGM

August 23, 2023

Here is the text of the 6 written questions asked at the 2023 Xero virtual AGM held on August 17, plus a summary of the answers with video grabs via Twitter. Watch the 61 minute webcast archive.

1. Thanks for disclosing the proxies early with the formal addresses. Why was there a 15% protest vote against Mark Cross's re-election and what are we going to do to address the concerns of the investors and proxy advisers to voted or recommended against? Which proxy advisers recommended against and why?

Answer: chair David Thodey explained before the question was asked (see video) that ISS had recommended against to make a comment on remuneration, namely that it should be put to a vote, something which is not required in New Zealand. See video of exchange via Twitter.

2. With a market capitalisation of $17.5 billion Australian dollars, surely we're now too big to remain headquartered and primarily listed in New Zealand, particularly given that our chair lives in Australia. Shareholders in software company Task Group recently endorsed a board recommendation to move its head office and primary listing from New Zealand to Australia. Why don't we do the same?

Answer: chair David Thodey explained that Xero is headquartered in Auckland and listed in Australia but said there were no plans to change this even though it is an increasingly global company. See video via Twitter.

3. Well done on securing new international talent to our board. Could new director Anjali Joshi and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Anjali and did they interview any other candidates? Did Anjali know any of our directors before engaging with the recruitment process?

Answer: chair David Thodey and Anjali both pointed out that best practice was followed with a head hunter producing many names and Thodey also stressed that Anjali didn't know any of the directors or the CEO, even though they both previously worked at Google. See video via Twitter.

4. In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp and Rio Tinto all do this due to the laws in the US and UK and BHP has continued doing it even after its UK DLC ended in 2021. Can the chair comment on whether our company will follow this TWE lead and move to annual elections of directors at the 2024 AGM? What does Mr Joshi think about this proposal?

Answer: chair David Thodey said there were no plans to do this and Anjali said this didn't happen at any of her other boards. See video of full exchange via Twitter.

5. Given the interesting discussions across a range of topics today, including this proposed fee increase for the non-executive directors, 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?

Answer: chair David Thodey promised this webcast archive but didn't address the transcript request. See video via Twitter.

6. Thank you for offering shareholders a hybrid AGM this year (wrong, it was a virtual) and will you commit to keep doing this in future years to maximise shareholder participation, including by those of us over in Australia. Big ASX-listed companies like Bank of Queensland, BHP, Boral, Brickworks, Commonwealth Bank, Flight Centre, Fortescue Metals, Harvey Norman, Origin Energy, Ramsay Healthcare, Rio Tinto and Seven Group all banned online questions and voting in 2022, so well done for showing them up. What was the experience like from your end?

Answer: there was a wry smile from Thodey when Ramsay Healthcare was read out given he chairs that. He also clarified that Xero was running a virtual not a hybrid AGM and said there were no plans to change this - see video of exchange via Twitter.