8 questions lodged at 2023 Westpac AGM

December 29, 2023

Below is the text of the 8 written questions lodged at the 2023 Westpac hybrid AGM held on December 14, along with a summary of the answers and some video grabs via Twitter. See full transcript and webcast of 4 hour and 16 minute meeting. Just 9 pages of formals and no early proxy disclosure. Biggest protest vote 21.5% support for hostile climate transition plan resolution.

Q1. Westpac has borrowed $29.8 billion from the Reserve Bank through its Term Finance Facility on a 3 year deal at a fixed rate of 0.1%, which is repayable on June 30, 2024. Is it out intention to wait until the end of June to repay that facility, given than a $29.8 billion loan at the current official RBA rate of 4.35% would cost $1.3 billion a year in interest or $3.55 million a day? We will only pay $89.4 million in total over the 3 year term of the loan. Whilst at some levels, this is a massive government subsidy, does the CEO agree that effectively it offsets the super tax regime that was imposed on Australia's 5 biggest banks by the Morrison government. How much is that super tax currently costing Westpac shareholders and given the Federal budget is in rude health, should that super tax be abolished?

Answer: the question wrangler bailed out of this question half way through (watch video via Twitter) and CEO Peter Nash later returned to it, saying that they only had $12 billion left to repay.

Q2. Could CEO Peter Nash 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 our excellent CEO is always right across the detail and could factually summarise the situation in 60 seconds.

Answer: Amazingly, no LTI awards have vested for the past 8 years. Watch video of exchange via Twitter.

Q3. Under the Westpac constitution, external nominations for the board must be lodged at least 35 business days before the AGM. With a rushed pre-Christmas AGM on December 14, the latest nomination date this year was October 26. However, Westpac didn't release its full year results until November 6, the same day it released the notice of meeting. As the new chair, will Steven Gregg agree to return Westpac to a late January or February AGM in future so that board nominations close after you've told shareholders about your performance for the year. Why the rush?

Answer: incoming chair Steven Gregg jumped straight in to basically reject the request. Watch video of exchange via Twitter.

Q4. 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. As a long serving ongoing director, can Michael Ullmer and the new chair Steven Gregg comment on whether Westpac will seriously consider following this TWE and BHP lead by voluntarily moving to annual elections of directors at the next AGM. Doesn't it make sense to improve boardroom accountability to shareholders?

Answer: Chair failed to let messrs Ullmer and Gregg comment and then said he'd worked with both systems but annual elections can be risky if the shareholders overly disrupt the board. What, shareholders can't be trusted. It works fine in the UK and US. Watch video of exchange via Twitter.
Q5. Could new director and chair elect Steven Gregg and the outgoing chair John McFarlane comment on the recruitment process that led to Steven's appointment to the board. Was a head hunter involved and did the full board interview any other candidates? Which of the exiting Westpac directors did Steven know before engaging with the recruitment process and were any of our major shareholders consulted about the plan to pursue an external candidate as the next chair?

Answer: Steven Gregg wasn't invited to comment but John McFarlane initially explained that there were internal candidates and later went on to say that Steven Gregg sought informal approval from some of Westpac's big shareholders before it was announced to the market. Also, watch this impressive campaign speech from Steven Gregg.

Q6. Welcome to Tim Burroughs as a new director and could he comment on whether he knew any of our directors before being appointed. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. We've heard from chairman John McFarlane but in their final contributions as Westpac directors could Michael Hawker and Chris Lynch please comment on what they regard as the best decisions Westpac made during their time on the board and do they have any regrets?

Answer: the outgoing chair John McFarlane refused to allow any of this question to be dealt with and Tim Burroughs failed to jump in on his bit. Watch video of lack of exchange via Twitter.

Q7. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against the board's recommendations on any of today's climate-related resolutions? If so, what reasons did they give and have their been any material protest votes on climate matters? Also, please disclose the proxy votes now rather than waiting until all questions have been asked. AGM best practice is now to release the proxies to the ASX along with the formal addresses. Will Steven Gregg commit to doing this next year, moving on from this old school "hold back the proxies" approach that we've seen today.

Answer: The chair tried to butt in before it was fully read out but we made it to the end and then he just said that the proxy advisers were all in favour. Steven Gregg wasn't given a chance to respond and later claimed it was normal to hold them back, even testing the appetite for disclosure with the room at one point. Watch video of exchange via Twitter.

Q8. Congratulations on getting 91.4% support on the previous item supporting your climate action plan. This should have been disclosed 5 hours ago. You are clearly doing well in this area. However, I'm puzzled why this board, the Australian Shareholders Association and so many other boards are opposed to Australian shareholders being allowed to put up opinion based resolutions which are common in the US. What are you afraid of? This is not to endorse the contingent resolution but to support a constitutional amendment to allow shareholder opinions to be lodged. Please support a YES vote on this constitutional change, like you did with the VOICE.

Answer: John McFarlane just said "thank you very much but it isn't what we're going to do". Watch the needlessly brief exchange via Twitter.