7 questions lodged at 2025 Summerset Group hybrid AGM

Q1. Former Wallaby hooker Ben Darwin runs a data business these days with his main contention being that the best performing teams tend to have been together for a long period and have great cohesion and continuity. In trying to understand why and how Summerset has been such a great commercial success since Quadrant fully exited in 2013, do the chair and CEO agree that stable long serving leadership - such as the 10 year run Rob Campbell had as chair, Julian Cook's 7 year stretch as CEO and Scott Scoullar's long apprenticeship to Julian and 5 year run as CEO - partly explain our success? What else do they put it down to?

Answer: The question wrangler and the chair turned this into a rugby "anecdote", not a complicated data thesis, but the response was still interesting. Watch video of exchange via Twitter.

Q2. NZ is a governance backwater with no mandated annual voting on remuneration reports, which is standard in many countries. Will the chair & 1st candidate for election today, Mark Verbiest, undertake to consult with major shareholders & lead a board discussion on the issue of whether you will voluntarily put up a rem report resolution for an advisory vote at next year's AGM? This is the law in Australia and we are dual listed on the ASX, so why don't we step up and respect shareholders by adopting Australian market practice?

Answer: The chair Mark Verbiest trotted out weak arguments against the Australian system, even claiming it's repeatedly under review. It's bipartisan and fully supported. Watch video of exchange via Twitter..

Q3. As chair of Meridian Energy, Mr Verbiest disclosed the proxy position to the ASX and NZSX before last year's AGM commenced, which is best practice and allows for a better informed debate. Why haven't we done this today? Which proxy advisers issued reports for this meeting and were there any material protest votes against any of the 3 directors up for election today? Also, how many of our 10,000 shareholders bothered to vote by proxy and did we run any sort of proxy campaign to get the turn out above the usual 5%?

Answer: I was disappointed with his response when asked about this at last year's Meridian Energy AGM and disappointed again today. Amazed the chair denied Meridian disclosed the proxies early - here they are and here is the video of that question being asked last year at Meridian. The chair claimed they have a "tacit understanding" with the New Zealand Shareholders Association to withhold proxy disclosure. What on earth does that achieve? Watch video of exchange via Twitter.

Q4. Why does Mr Verbiest hold his relatively small 11,500 Summerset shares through his wife rather than in his own name? Also, does he agree that a chair of 4 years should own shares worth more than a year of board fees, which in his case was $NZ266,667 last year? Will Mr Verbiest, or his wife, buy more shares before next year's AGM to increase alignment? Does he agree this is the sort of issue that would be more fully discussed with shareholders and proxy advisers if the company put its rem policies up for shareholder endorsement each year?

Answer: The chair clarified that he was paid early by payroll so the board fee was 40k over-stated. He then joked that his wife bought "at the absolutely top of the market" and later ran some rubbish arguments against Australia's well-established two strikes rem voting regime. Watch video of exchange via Twitter, plus these additional comments.

Q5. Stephen Bull's last year as an executive was at ASX-listed Stockland in 2018. The 6 page Stockland remuneration report that year detailed the precise pay arrangements of the 11 most senior executives. Mr Bull was paid $1.67m that year and was the 6th highest paid Stockland executive. The transparency was excellent and Stockland shareholders voted 98.62% in favour of the 2018 remuneration report, a strong vote of confidence. As one of the two Australians on the Summerset board, does Mr Bull agree our remuneration disclosure, which is limited to just the CEO amongst the executive team, is much worse than Stockland's and can he explain his reason for opposing the concept of offering our 10,000 shareholders an Australian-style non-binding vote on next year's remuneration report?

Answer: This one generated some laughs from the floor as I had them cold on the chair's earlier claims about good transparency with their system. That said, Stephen handled it well, including explaining the nuances of how excessive disclosure can cause some internal and external issues. Watch video of exchange via Twitter.

Q6. Given Mr Bull is not a member of the People & Culture committee, which determines rem arrangements, why did he attend 4 of the 5 People & Culture committee meetings last year? And when he next attends this committee, will he advocate for a policy change to embrace Australian-style rem report voting because New Zealand AGMs are pretty dull for shareholders if we're only asked to vote on board elections and nothing else. Also, please explain the extra 5k payment to Stephen for doing due diligence on our retail bond issue?

Answer: The question wrangler cut out the "dull AGMs' bit but Stephen Bull explained that having made the trip over from Australia, he may as well show up at rem committee meetings and all directors are entitled to attend. He gave a considered response on rem voting and overall I liked the way he dealt with my questions. Given his highly relevant industry experience running Stockland's aged care business, perhaps Stephen should be chair of the whole show? Watch video of exchange via Twitter.

Q7. As chair of the People & Culture Committee, could Ms Trout please expand on her comment in the annual report: "although not evident in this FY 2024 report, the board has made another adjustment to Scott Scoullar's remuneration to take effect from Jan 1, 2025." Mr Scoullar's total rem jumped by $413,000 or 37% to $1.525m last year. What further increase has been approved? Was this a formal change to the CEO's contract or just a board discretion thing? Has the power to do this been delegated to the People & Culture committee?

Answer: The long-serving rem chair seems like a switched on operator and provided a good clarification. Watch video of exchange via Twitter, plus these additional comments at the end detailing the new pay arrangements which should have been disclosed earlier.

Copyright © 2025 The Mayne Report. All rights reserved

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