5 questions asked at 2023 Bluescope Steel AGM

November 24, 2023

Below is the text of the 5 written questions lodged at the 2023 Bluescope Steel hybrid AGM held on November 21. See webcast of 98 minute meeting.

Q1. Treasury Wine Estates voluntarily moved to annual elections for directors in 2019 in line with US and UK best practice. Dual listed companies like News Corp & Rio Tinto all do this due to the laws in the US & UK and our former parent company BHP has voluntarily embraced the practice since collapsing its UK DLC in 2021. I asked whether Bluescope would investigate following this lead at the 2021 AGM but nothing has happened since. Does new chair Jane McAloon, a former head of governance at BHP, think we should make this change?

Q2. At last year's AGM, the out-going chair rejected a suggestion to put Bluescope's sustainability and climate policies to a non-binding vote as other carbon intensive companies such as Woodside, Santos and Rio Tinto have done. When did the board last seriously examine this proposition and will you do it in 2024? Could both Rebecca and chair elect Jane McAloon comment on this prospect.

Q3. Last year I asked the CEO to summarise his past LTI grants as to whether they have vested or lapsed and out-going chair John Bevan took the question. Most CEOs can factually deal with this question in 60 seconds so could you please invite Mark to do so this year? Overall, approximately what percentage of his LTI grants have vested and lapsed since he was appointed in 2018 and has he had to sell some shares to meet the tax obligation which come with vesting, as many CEOs do?

Q4. Kathleen Conlon has been a director of Aristrocrat Leisure since 2014, a business that inflicts a lot of social harm on communities through its gambling products, including addictive poker machines given that it is the market leader in Australia. Does the board take into account the social damage caused by companies on which our directors serve and could the chair comment as to whether it would be acceptable to appoint a tobacco industry director to our board? Many directors shun the gambling industry. Why doesn't Kathleen?

Q5. Quoting from the ACCC press release, in December 2022 the Federal Court found that BlueScope and one of our executives had attempted to induce eight steel distributors in Australia, and an overseas manufacturer, to enter agreements to fix and/or raise the level of pricing for flat steel products. We were fined $57.5 million. How were the pay arrangements managed for the executive concern and what impact did this embarrassing fine have on broader pay arrangements across the Bluescope executive team?