3 questions lodged at 2025 Macquarie Group hybrid AGM

Q1. PwC has been the auditor of Macquarie for 32 years and we never tendered the job until this year. After Macquarie entities paid PwC more than $2 billion in audit fees since the 1996 IPO, it's time to move on. The AFR has been causing trouble about audit committee chair Michelle Hinchcliffe's KPMG history, implying that she should be conflicted out of the selection process. Please resist this pressure and confirm that she's a full voting member of the selection committee. When are we likely to announce the outcome of the tender and what stage is the tender process currently up to? Is this the trickiest and most lucrative tender in Macquarie's long history given it pays more than $70 million a year and will likely run 10 years until the next scheduled tender under our new policy announced last year?

Answer: according to press reports, the answer from chair Glenn Stevens was that Hinchcliffe wouldn't be involved in scoring KPMG's pitch, but would be involved in the overall selection process. Watch video of exchange via Twitter plus these additional comments by Glenn Stevens.

Q2. After ISS recommended a vote against the 2023 remuneration report, we suffered a 19% protest vote, our 2nd biggest in history. The only bigger one was the 21% protest vote against the 2007 rem report triggered by Risk Metrics, which led to sweeping changes driven by the late chairman David Clarke, particularly a move away from short term cash bonuses to long term deferred equity payments. ISS recommended in favour this year but both Ownership Matters and Glass Lewis recommended against based on the lack of bonus penalties for executives after various regulatory infractions. Why was it left to the CEO to reportedly ring around key institutional shareholders to persuade them not to oppose the rem report, when it should be chairman Glenn Stevens and remuneration committee chair Jillian Broadbent doing this? Were they asleep at the wheel and have they been captured by management? What changes are planned after today's big protest vote?

Answer: According to The AFR (see Chanticleer column), the response from chair Glenn Stevens included: “I mightn't have been very effective, but I wasn't asleep at the wheel”, which The AFR's James Thomson described as one of the all-time most memorable AGM lines. Watch video of exchange via Twitter, plus these comments by the CEO confirming but defending making the calls.

Q3. Why is it so hard for Macquarie to admit you've made a mistake or respond positively to a request to make a change? Over the past few years these are the requests of mine you've rejected:

1. Have annual director elections like News Corp, Rio Tinto, BHP and Treasury Wine Estates
2. Disclose the proxy position early along with the formal addresses like ASX Group and Qantas both do
3. Follow ASA policy and follow the agenda at the AGM, rather than dealing with questions as one big job lot
4. Publish a full transcript of the AGM like Woolworths and IAG do
5. Disclose how many of our 222,000 shareholders voted with scheme-like disclosure, as Computershare, Myer, Suncorp and Tabcorp voluntarily do
6. Don't break up the AGM with morning tea before the debate because half the shareholders leave and it reduces focus on the important business of the meeting.

Are any of these 6 requests do-able for next year's AGM? If not, why not, when they are increasingly becoming accepted market practice?

Answer: As usual, watch Glenn Stevens give absolutely nothing, although he did point out that Macquarie has personally provided me with AGM transcripts in the past which is even worse because it selectively briefs one shareholder without sharing the information with everyone. That said, they don't censor the written questions lodged and they do at least publish a full copy of the video webcast. Also, watch how clunky it was when Glenn Stevens introduced the mid-meeting break.

Copyright © 2025 The Mayne Report. All rights reserved

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