6 questions asked at 2024 Metcash AGM

Q1. Australia is currently in the midst of an unprecedented deluge of takeovers (see full list) that has contributed to listed entities on the ASX falling by 8% since June 2022, including 19 straight months of declines. Last month alone there were no new listings and 28 delistings. There have already been more than 20 major takeovers above $200m completed so far this calendar year with another dozen deals announced and in the works. The ASX is losing long standing names such as CSR, Boral, Blackmores, Alumina, Coca Cola Amatil, Sydney Airport, Invocare, OZ Minerals, Newcrest Mining, Crown Resorts and Ausnet, which have all disappeared over the past 3 years. There is a clear mis-pricing between public markets and private markets. Why are public markets not valuing ASX listed companies like ours more highly and what are we doing to avoid being gobbled up like so many other companies companies. Does the chair agree this is a problem for the nation?

Answer: question was edited down which was okay given it was right up against the 1000 character limit. The chair basically said the usual about performing well to get the share price up. Watch video of exchange via Twitter.

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 and 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? Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Will you adopt this practice at next year's AGM?

Answer: question was edited down losing the early disclosure component but chair went into some detail dissing ISS for making errors and claiming to have persuaded some of its clients to vote in favour. Watch dodgy video of exchange via Twitter.

Q3. Based on the notice of meeting, Margaret Haseltine appears to be overboarding as chair of Bapcor, a director of 3 other listed companies, 2 substantial unlisted companies (including Kennards) and 2 not for profits. As a Bapcor shareholder, I've also been concerned with some of the governance and performance issues at that company in recent years during her period as chair. CVs matter for professional directors. Could Margaret comment as to why the problems at Bapcor and this apparent overboarding shouldn't have led to a retirement at this AGM. Also, did the nomination committee talk to Margaret about the Bapcor issues before recommending her re-election today.

Answer: Margie had already explained in her campaign speech that she was leaving Bapcor after the October AGM but chair Peter Birtles did give a considered answer on the over-boarding question but ran the usual "Bapcor is not relevant here" line which basically says "CVs don't matter". Watch video of exchange via Twitter.

Q4. In the notice of meeting for the AGM, it is made clear to shareholders that Christine Holman is not convinced about the hurdles on CEO Doug Jones′ bonus scheme. The rest of Metcash's board wants shareholders to approve some 1.6 million performance rights. Holman agreed about awarding the rights, but abstained from recommending shareholders vote for them because she thinks they should vest at a higher compound growth rate. She also wanted the vesting more closely tied to the projection in the five-year strategic plan, while the rest of the board wants the flexibility to award things not currently being considered. The AFR's Rear Window column called this "exceedingly strange behaviour for a director". Could the new chair and the CEO comment on why Christine Holman's arguments did not prevail. Wasn't it in the best interest of shareholders?

Answer: this question was basically a cut and past from this Myriam Robyn item in The AFR's Rear Window column. The chair gave a detailed response explaining the points of different, so credit here for not trying to sweep the whole issue under the carpet. Watch video of exchange via Twitter.

Q5. 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: Once again, the question wrangler failed to read key aspects out. The chair protected the Metcash CEO from commenting but at least he pointed out the 70% vesting last year, which was his first full year as CEO. Watch video of exchange via Twitter.

Q6. Given the interesting discussions across a range of topics today, including this financial assistance resolution, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? Also, when disclosing the outcome of voting on all resolutions today, 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 Altium, Dexus, Webjet, Tabcorp, Myer, ASX and Qantas last year. You've got the data, so why not let the sun shine in. Also, thanks for offering a hybrid AGM and will you do this again next year?

Answer: Check out this heavy butchering. Sounds like we will get a hybrid next year, but suspect the chair meant webcast archive not transcript. Despite not reading out the bit about scheme style voting disclosure they actually delivered it. Watch video of exchange via Twitter.

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