6 questions asked at 2023 Carsales AGM
October 27, 2023
Here is the text of the 6 written questions asked at the 2023 Carsales hybrid AGM held on October 26, along with a summary of the answers.
Q1. Thank you for disclosing the proxy position to the ASX in a separate announcement earlier today. This is best practice as it allows shareholders to discuss any material protest votes. Could the chair and next most senior director please comment on what caused the 27% proxy protest against Pat's re-election and whether we will be making any changes as a result?
Answer:
Q2. Why has it taken us this long to change the name and how much will this cost? Which branding consultants assisted with the decision and what were the other two options in the last 3 on the short list? Did we get close to changing the name in previous years and was the decision to go with Car Group influenced by the fact we changed our ASX ticker from CRZ to CAR a few years ago?
Answer:
Q3. There was a 16% vote against the remuneration report on the proxies. Which of the proxy advisers recommended against this? Was this ISS and and its offshore index fund donkey vote Blackrock, Vanguard and State Street in action or were there other drivers? Also, roughly how many shares were excluded from voting on this item as opposed to the other items of business?
Answer:
Q4. Could the CEO, not the chairman, summarise Cameron's past LTI grants as to whether they have vested or lapsed. Also, has Cameron 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 and the CEO could factually summarise the situation in 60 seconds.
Answer:
Q5. Wal is a legend who joined the Carsales board in 1996, has retained a big shareholding all the way through and was chairman until 2015. He deserves a lot of the credit for our success, despite never working a day in the business as an executive. Could the candidate clarify his age and intentions. Is this likely to be his last 3 year term and when he does depart, is he hoping to nominate someone else to represent his shareholding. Also, what does Wal think of the name change and why didn't he push the switch earlier?
Answer:
Q6. Leaving aside the excellent move to early disclosure of the proxies, the chairman was particularly unhelpful at last year's AGM on some transparency points. He rejected a request for an AGM transcript to be published and didn't even put a copy of the webcast on our website. The request for voting disclosure by shares and shareholders was also rejected. Given that ASX itself did the enhanced voting disclosure at its AGM last week, will he get with the transparency program on any of these issues or do I have to run for the board next year to get some movement?
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