AGMs

5 questions lodged at 2025 Briscoe hybrid AGM


May 15, 2025

Below is the text of the 5 written questions submitted at the 75 minute Briscoe Group (BGP) hybrid AGM held at 10am in Auckland and via the Link platform on May 15, 2025. See notice of meeting and voting results with no protest votes. Market cap was $946m on AGM day and see 6 questions submitted at 2024 AGM. Neither the formals or the proxies were lodged with the ASX before the AGM began.

Q1. Having been born in Adelaide in 1971, Rod Duke is no longer a young man. Could Rod comment on the state of his health and his current retirement plans. Is he definitely intending to serve a full 3 year term on the board? In terms of family succession, does he have any relatives working in the business and who currently represents his interests at Briscoe when he is out of action?

Answer: Briscoe chair Dame Rosanne Philips O'Loghlen Meo allowed for Rod to pre-empt the question in his stump speech when he declared he was "very healthy". She also allowed the question wrangler to butcher it. Couldn't hear Rod's answer which got some laughs in the room. Watch video of question being butchered via Twitter.

Q2. There was no auditor pay resolution at the recent Summerset Group AGM held at PwC's Auckland office on April 22. If other major New Zealand listed companies don't have to put up this pointless resolution, why are we? Are we lobbying the government as part of its current review of NZ corporate laws to get rid of this pointless requirement?

Answer: Briscoe chair Dame Rosanne Philips O'Loghlen Meo declared she liked giving shareholders a say, but later came out against a remuneration report vote. The CFO talked about audit partner rotation but PwC has had the audit gig for decades. Watch video of question being butchered via Twitter.

Q3. Best practice these days is to have no maximum number of directors as board size should be a matter for shareholders, with full flexibility. The likes of Rio Tinto and Webjet have no cap. If bothering to increase our ridiculously low cap of 5, why did you take such a minimalist approach and can you cite any other ASX300 companies which have a cap as low as 6?

Answer: Briscoe chair Dame Rosanne Philips O'Loghlen Meo allowed the question wrangler to merge the two questions on this issue and butcher them as well. We then got a speech about her love of small boards. Watch video of question being butchered via Twitter.

Q4. Given that ANZ and ASX both have a constitutional maximums of 15 directors, BHP is at 20 and AMP is at 16, where did the idea of going from the lowest maximum in the market of 5 to just 6 come from? Do the chair and controlling shareholder Rod Duke recognise that having a constitutional maximum above the actual number of director is normal, as it provides maximum flexibility? With they agree to move to an uncapped model next time they propose any revision to the constitution?

Answer: Briscoe chair Dame Rosanne Philips O'Loghlen Meo allowed the question wrangler to merge the two questions on this issue and butcher them as well. We then got a speech about her love of small boards. Watch video of question being butchered via Twitter.

Q5. New Zealand is becoming a governance backwater as it continues to resist mandating annual voting on remuneration reports, which is standard in many countries. Will the chair undertake to consult with major shareholders and lead a board discussion on the issue of whether you will voluntarily put up a remuneration 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: Briscoe chair Dame Rosanne Philips O'Loghlen Meo once again allowed this question to be butchered and then gave a speech suggesting other companies have excessive pay but this is not an issue at Briscoe. Watch video of exchange via Twitter.