5 questions lodged at 2025 Fineos virtual AGM
June 18, 2025
Below is the text of the 5 written questions submitted at the 40 minute Fineos Corp PLC (FCL) virtual AGM held at 6pm Melbourne time on June 12, 2025 via this Zoom link. It is head quartered in Dublin, gets a majority of its revenue from the US but it solely listed on the ASX. On AGM day it had a market cap of $741m. See notice of meeting and a summary of the answers and some video grabs via Twitter. The proxies weren't disclosed early with these formal addresses, there were no material protest votes and I was the only shareholder asking questions. Have requested a recording of the AGM be published here.
Q1. If we were to move from being dual listed to only being listed in the UK or Australia, which listing would it make sense to drop? Also, how big is our Australian foot print in both shareholders, staff and revenue share?
Answer: The chair Anne O'Driscoll clarified that they are only listed on the ASX, have about 120 of their 1000 staff in Australia and NZ and the company is 50% owned by Irish founder and CEO Michael Kelly. Watch video of exchange via Twitter.
Q2. Did any proxy advisers issue a report with recommendations ahead of today's meeting and did any recommend a vote against this proposed equity incentive plan? If so, what reasons did they give and did this translate into any material protest votes? Please don't say proxy adviser recommendations are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant.
Answer: The chair Anne O'Driscoll complained that she sometimes doesn't see reports because certain proxy advisers (Glass Lewis) make companies pay to access them. She also said there no protest votes. Watch video of exchange via Twitter.
Q3. What is the plan in terms of actually increasing the individual pay for directors assuming this resolution passes and was this a negotiation conducted with the controlling shareholder?
Answer: The chair Anne O'Driscoll said there was no plan to increase director base pay and this was to provide headroom in case they added another director. She said the US directors get paid more than her even though she is chair and when the currency was moving at one point she thought her board fees would have to be paused to avoid breaching the cap. Truly. Watch video of exchange via Twitter.
Q4. Best practice is to disclose the proxies to the ASX along with the formal addresses and have director candidates give a short campaign speech? Will you do this next year to allow for a more fully informed debate about board composition? Also, will an archive of the AGM webcast be made available on your website?
Answer: The chair Anne O'Driscoll talked about it being 4am in the US and suggested there wasn't enough time to get the proxy votes collated to disclose, which is wrong. She did promise an AGM webcast but talked about refusing a transcript, which wasn't requested. Watch video of exchange via Twitter.
Q5. When disclosing the outcome of voting on all resolutions today, including this final item on placement capacity, please advise the ASX how many shareholders voted for and against each item, similar to with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncorp, Tabcorp and even the world's biggest share registry provider Computershare have all voluntarily provided this data at their most recent AGMs. You've got the data, so why not let the sun shine in?
Answer: The chair Anne O'Driscoll said releasing such data might even be "misleading" because custody firms group votes, although she said about 100 shareholders had voted. As expected, they didn't deliver the extra data in these poll results. Watch video of exchange via Twitter.
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