7 questions submitted at 2023 Qantas AGM

January 13, 2024

Here is the text of the 7 written questions submitted at the 2023 Qantas hybrid AGM held on November 3. Only 5 were asked. See webcast of 2 hour and 29 minute meeting and these extraordinary voting results.

Q1. General business

How did the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - advise their clients to vote today and what influence did they have on the size of the protest votes? Also, why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? As of now, you know the votes and we don't so please share them with the meeting now so we all have the same information. If not now, 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?

Answer: chair Goyder erroneously said these are public reports and then said it wouldn't be right to talk about it but they were all over the place. He ignored the early disclosure question. See video of exchange.

Q2. General business

Could out-going chair Richard Goyder please comment as to whether any new chair recruited from outside the existing directors will carry the restriction that they must agree to support the ongoing tenure of the new CEO , Vanessa Hudson, in order to receive the support of the existing directors. In order words, will a high profile external appointee such as former Macquarie CEO Nicholas Moore be given a genuine clean canvas to work with, or will there be conditions, such as a pre-commitment not to seek a new external CEO, who is not tainted in any way by past scandals.

Answer: Goyder said it would be very unlikely the new chair would move against the CEO but also said they would not be constrained. See video of exchange.

Q3. Vanessa Hudson election

Why is Vanessa Hudson being put up for election to the board when CEOs are exempt from election? This election of a public company CEO is very rare. Rupert Murdoch went decades in Australia without ever being elected to the News Corp board. 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. BHP also does this, even after ending its UK dual listing. Given we have voluntarily put Vanessa up for election this year, why not go further and follow the TWE lead by moving to annual elections of all directors at the 2024 AGM? You might be having a full board spill anyway next year if you suffer a second remuneration strike.

Answer: The Rupert mention was censored and chair Goyder explained that the constitution requires a new CEO to be appointed once but then never again. See video of exchange.

Q4. Heather Smith PSM election

There has been a lot of debate about the influence Qantas has over the Federal Government and regulatory settings, through programs such as the Chairmans Lounge and parliamentary dinners. Given her long history in the Federal public service, could Heather disclose her personal history of Chairmans Lounge membership and any associations she brings to the board table with Cabinet members, policy makers and regulators in Canberra who deal with Qantas issues. Could the chair address the question of whether Heather's recruitment to the Qantas board was, in part, driven by her so-called "Canberra connections".

Answer: chair Goyder took this one and dismissed much of it as irrelevant. See video of exchange.

Q5. Belinda Hutchinson election

As the most experienced professional director on this board and someone whose exit has not been announced, could Belinda and the chair both address the question as to whether the search for a new chair will include existing directors. Which recruitment firm has been appointed to assist with this chair recruitment task and which individual at this firm is in charge of the high profile project?

Answer: it very much sounds like the next chair will be an outsider. Egon Zehnder has the brief. Watch video of exchange.

Q6. Todd Sampson election

Sure, corporate memory is important, but why is Todd Sampson the only long serving director not to have telegraphed his exit from the board? As the designated brand expert on the board, doesn't he feel accountable for one of the worst brand implosions in Australian history. Can Todd cite any examples of interventions that he made which prevented decisions which would have led to more brand damage or expedited decisions designed to restore brand equity? Also, did Todd personally meet with any representatives from proxy adviser ISS as it seems strange that they recommended against Maxine Brenner at Telstra on Qantas performance grounds but then recommended Todd gets another 3 year term at Qantas, where the bad performance actually happened?

Answer: not directly asked.

Q7. A question for Todd on behalf of a friend, the Demtel man Tim Shaw.

Todd Sampson, as a director, can you comment from a loyalty and marketing point of view, how a life member of Qantas Club could be advised that his life membership will expire on 27 March 2038? Does Qantas know more about this member's life expectancy than the member himself? That is what happened to Tim Shaw, whose membership number is XXXX.

Answer: not asked.


Media on Qantas AGM

SMH/Age live blog of AGM
November 3

Australia falls out of love with Qantas
Financial Times

Interview with Geraldine Doogue after Qantas AGM
Saturday Extra, Radio National

Interview with Jules Schiller after Qantas AGM
ABC Adelaide Drive presenter

Interview with Ali Moore after Qantas AGM
ABC Melbourne Drive presenter

Interview with Jo Trilling after Qantas AGM
ABC Perth Drive presenter

Rough day for Qantas executives
Grabs for ABC radio's PM program after AGM