7 questions asked at 2023 Fisher & Paykel AGM

September 17, 2023

Here is the text of 7 written questions lodged at the 2023 Fisher & Paykel hybrid AGM held on August 29. See archive copy of 87 minute webcast. No early disclosure of proxies in formal presos and only protest 17% against pay rise for NEDs.

Q. Did any of the main proxy advisers recommend a vote against any of today's resolutions? 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, next year why not disclose the proxies early with the formal addresses like others now do?

Answer: chair said they are covered by ISS, Ownership Matters and Glass Lewis and ISS had recommended against the fee rise for directors. He even said it would be interesting to see the outcome, as if he didn't know there had been a 17% protest vote on the proxies, which weren't disclosed before the debate. Watch video via Twitter.

Q. With a market capitalisation of $12 billion Australian dollars, surely we're now too big to remain headquartered and primarily listed in New Zealand, particularly given that some of our directors live 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 and what is the current split in terms of director residency?

Answer: Applause from the Kiwi audience after chair Scott St John explained that 3 of the 8 directors were based in Australia but there were no plans to switch domicile - watch video via Twitter.

Q. 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 and today's only candidate for election, Pip Greenwood, comment on whether our company will consider following this TWE lead and move to annual elections of directors at the 2024 AGM?

Answer: chair said he'd never really thought about it and Pip Greenwood actually claimed it would be "a risk" to have annual elections for directors, which is rubbish. Watch video via Twitter.

Q. Could CEO Lewis Gradon please summarise his past LTI grants as to whether they have vested or lapsed. Also, what is his history in terms of on-market share sales or purchases. Please don't say look it up in the annual report and through stock exchange announcements. It's complicated over a stellar 40 year career with the company and the CEO could factually summarise the situation in 60 seconds.

Answer: the CEO didn't even wait for an invitation from the chairman to get into this one, confirming that most LTI grants had vested over the years, although he missed in 2019. He also said he hadn't bought any shares on market for a decade and that his usual practice was to sell enough shares to pay his tax bill. Watch video via Twitter.

Q. Given the interesting discussions across a range of topics today, including this proposed options grant to the CEO, 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: not asked.

Q. Xero suffered a recent protest vote against one of its directors because proxy adviser ISS was disappointed there was no non-binding vote on the remunerations policies of the company, as is required in Australia and many other jurisdictions. Will you commit to voluntarily introduce a non-binding vote on the remuneration report at the 2024 AGM. If not, why not?

Answer: chair rather dismissively said there would be no change - watch video via Twitter.

Q. Thank you to Diana for her many years of service to the company. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a Fisher & Paykel director, could Diana please comment on what she regards as the best decisions the directors made during her time on the board and does she have any regrets?

Answer: the question wrangler Marcus thankfully fixed the mis-gendering and naming of Donal O'Dwyer, who gave a good response saying CEO selection was the board's most important decision. They broke the governance rules by retaining the old CEO's knowledge whilst appointing a new CEO who'd already done 25 years with the business. Watch video via Twitter.

Q. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation, including from those of us in Australia? Big companies like BHP, Boral, Flight Centre, Fortescue, Harvey Norman, Origin Energy, Ramsay Healthcare and Rio Tinto all banned online questions and voting in 2022, so well done for showing them up. What was the experience like from your end?

Answer: chair said it was "a blast" and then said the format was unlikely to change going forward - watch video via Twitter.