5 questions lodged at 2025 Iress hybrid AGM

Q1. Thank you for disclosing the proxy position early to the ASX along with the formal addresses at 6.57pm last night, giving shareholders plenty of time to analyse the data before today's best practice hybrid AGM. Well done on receiving such strong support on all resolutions. The biggest protest vote was only 6.5% against the re-election of Michael Dwyer. Do you know what caused this? Did a proxy adviser raise any issues or was there a particular institutional holder who delivered the circa $70 million protest vote?

Answer: The chair Roger Sharp explained the scale of his engagement, stressing strong support and no concerns being raised but wasn't aware what caused the modest protest vote against Michael Dwyer. Watch video of exchange via Twitter.

Q2. Could new directors Susan Forrester and Rob MacTier, along with our energetic chair, comment on the recruitment process that led to their appointment to the board. Which head hunter assisted with the process, did the full board interview each candidate as a group or individually and did they interview any other candidates? Finally, did Susan or Rob know any of our directors before engaging with the recruitment process?

Answer: The chair declared this "a really good question" and then disclosed that Heidrick and Struggles ran a full market process with dozens of candidates assessed. He'd never met Susan before and had limited engagement with Rob MacTier dating back 35 years. All up, a good clean competitive and professional process. Watch video of exchange via Twitter.

Q3. 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. Can the chair and new director Rob MacTier comment on whether they would be open to following this TWE lead and move to annual elections of directors at the 2026 AGM? Our governance and transparency is excellent, particularly around the annual AGM process. Are we prepared to look at putting a cherry on top with all directors standing for election next year?

Answer: The chair and Rob MacTier both made this sound like a massive change and Rob even confused the concept of directors getting the average 96% yes vote every year, as opposed to every three years, with board turnover. There is no correlation between annual elections and tenure, it just means shareholders can intervene on director composition in a more timely fashion if necessary and there is better shareholder accountability. Watch video of exchange via Twitter.

Q4. Could the CEO summarise his past LTI grants at IRESS as to whether they are likely to vest or lapse since he joined the company in 2022. Also, does he have any ongoing equity interest in PEXA, another public company where has served as CEO? I'd also like to thank the board for disclosing last year's poll outcomes with the additional headcount data and seek confirmation that Computershare will provide the same data this year. By disclosing this data, we know that only 212 of our 7,500 shareholders voted on this LTI item last year. Have any steps been taken to lift retail shareholder voting participation this year?

Answer: The chair passed it straight through to CEO Marcus Price who said his incentives are the same as all other stuff and are currently underwater due to share price under-performance. He also said he has no ongoing equity position in PEXA. The chair said they would look at the voter participation issue. Watch video of exchange via Twitter.

Q5. Thank you to Julie Fahey and Niki Beattie for their 8 and 10 years of service to this board respectively. It is always helpful for investors to have access to some exit perspectives from retiring long serving independent directors. In their final contributions as directors of IRESS, could Julie and Niki please comment briefly on what they regard as the best 2 decisions made during their time on the board. And do either of them have any regrets they'd care to share publicly today?

Answer: The chair passed this straight through to both directors who each said appointing the current chair and CEO were good decisions. Watch video of exchange via Twitter, plus these exit comments by Niki Beattie.

Copyright © 2025 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel