Q1. I was impressed with how across the detail Ventia chair David Moffatt was in explaining the issues behind ISS generating a 15% vote against the CEO's LTI grant at last year's AGM over concerns about the 2 year performance period and the payment of dividend equivalent rights to CEO Dean Banks. A similar thing happened in 2023 with a 9% LTI grant protest vote generated by ISS over similar issues. What changes, if any, did we make this year and how hard did we try to get ISS over the line to recommend in favour? Thank you for disclosing the proxies early showing just a 3% vote against the remuneration report but 16.7% against the CEO's LTI grant. What role did ISS play in these voting outcomes? Is it a case of rinse and repeat from the past two AGMs?
Answer: The chair David Moffatt gave another good summary explaining that everyone was in favour of all resolutions, besides ISS on the LTI grant. Watch video of exchange via Twitter, plus these additional comments about failed campaign to persuade ISS.
Q2. Best practice is to run a hybrid AGM, not this virtual format, and also to follow the agenda at AGMs, not deal with questions on all resolutions as a jumbled job lot. You wouldn't ignore the agenda at board meetings so please don't do this next year as it disrespects the AGM and reduces focus on the important individual items of business such as the remuneration report, board elections and the 17% protest votes against the CEO's LTI grant. Will you commit to these changes next year and also embrace scheme-like voting disclosure today as many other companies now do to improve voting transparency and respect the tiny amount of retail shareholders who bother to vote. You did this in 2022, but then regressed in 2023 and 2024. Even our own share registry provider got with the program last year, so will you disclose how many shareholders voted for and against all resolutions today?
Answer: The chair never got to the scheme like voting disclosure but who care, because he delivered in these poll results. Well done. He was right in his claim that the virtual AGM didn't inhibit good access to the board and detailed exchanges. Was a good 70 minute meeting with 4 different online questioners. Watch video of exchange via Twitter.
Q3. It is always a bit embarrassing for a vendor when an IPO delivers a share price which soars way above what retail and institutional investors agreed to pay. Ventia floated at $1.70 in November 2021 and the stock closed at $4.69 last night, giving us a market cap of $3.9 billion. Apollo and CIMIC sold their final 11.7% in November 2023 at $2.71 a share, a 42.2% discount to the current price. It is rare for public investors to buy well from private equity, supposedly the smartest people in the room, so well done to the board and management team for delivering this. How much credit does chair David Moffatt believe he deserves for this. I believe a lot. Finally, index investing is becoming an increasingly important driver of share prices, so please summarise our progress through the various ASX indices since we floated, along with the prospects of further advancement.
Answer: The chair David Moffatt said it was a team effort and the two previous shareholders are actually delighted with how well Ventia is performing. Watch video of exchange via Twitter, plus these additional comments.
Q4. How much does it cost us to maintain a secondary listing on the New Zealand Stock Exchange and have we thought about unwinding this, similar to the way that Fonterra recently ditched its secondary ASX listing. What proportion of the register is owned in New Zealand and what proportion of trading goes through the NZSE? There are very few Australian-based ASX listed companies which maintain a secondary listing in New Zealand. Why do we when they are a governance backwater which doesn't even mandate remuneration report voting?
Answer: The chair made a strong argument that it is good for their profile and positioning to win jobs in New Zealand which is around 10% of revenue but only 4% of share ownership. Watch video of exchange via Twitter.
Q5. How are we treating Gavin Campbell and Lena Parker, the two executives named by the ACCC in their litigation against us and Downer alleging collusive practices on defence contracts. Are both of these named executives still employed by Ventia? Are they on full pay and, if so, did this action impact their bonus outcomes or are we all in defending them as we vigorously contest the ACCC allegations?
Answer: The chair gave a considered response which basically amounts to "we're defending this and fully backing them" Watch video of exchange via Twitter.
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