6 questions asked at 2023 McMillan Shakespeare AGM

November 7, 2023

Here is the text of the 6 written questions lodged at the 2023 McMillan Shakespeare hybrid AGM held on October 27. Watch webcast archive of 1 hour meeting. No material protest votes.

Q1. Back in 2013, our company donated $250,000 to the Salary Packaging Industry Association to campaign against the then Labor Government's tax hit on the salary packaging industry. Our bet worked after the Coalition took power and reversed the decision. A decade later, what are the prospects of another tax hit from this new Labor Government and what is our current policy on making political donations or politically campaigning through peak bodies?

Q2. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? If so, what reasons did they give? Which of the proxy advisers are covering us and please describe the engagement we had with them before today's AGM? 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? Why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other issuers now do this.

Answer: they supported all resolutions. Chair claimed withholding proxies was standard market practice. Listen to audio of Helen Kurincic getting it wrong about her strategy giving shareholders plenty of time.

Q3. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he 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: chair hogged the question. Sounds like CEO doesn't any stock after 18 months with the business. Listen to audio of exchange.

Q4. 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? Could Arlene Tansey please comment on why Aristocrat Leisure and TPG Telecom - where she serves on both boards - both banned online voting and questions at this year's AGMs. Shouldn't independent directors thump the table and stand up for maximum transparency at all boards where they serve?

Answer: chair Kurincic ticks me off for suggesting anyone should ever "thump the table", strongly endorses hybrid AGMs and then does the old "take it up with those companies" on the specifics. The question was directed at candidate Arlene Tansey who was protected by her chair. Listen to audio of exchange.

Q5. When disclosing the outcome of voting on all resolutions today, including the re-election of Kathy Parsons, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp and Myer over the past two years. The ASX itself did it for the first time last week. Does Kathy support this move?

Answer: No protest votes but chair declined to do this as you see here even though her board colleague Bruce Akhurst is chair of Tabcorp, which has adopted this practice. Listen to audio of exchange via Twitter.

Q6. Could new director Arlene Tansey 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 Arlene and did they interview any other candidates? Did Arlene know any of our directors before engaging with the recruitment process? Did the social damage caused by Aristocrat Leisure's addictive gambling products come up in any of the discussions about Arlene's suitability to serve on this board?

Answer: A head hunter was used, no one knew Arlene before hand, multiple candidates were interviewed but the chair did not deal with the Aristocrat part of the question, just saying that she had great technology and public company experience. Listen to audio of part of the exchange via Twitter.