Q1. New Zealand is regarded as a governance backwater by some Australian investors for refusing to mandate annual voting on remuneration reports, which is standard in many countries. At last year's AGM, the chair dismissed following the lead of Xero and voluntarily giving shareholders a non-binding vote on our remuneration policies. Is that still his position and could he summarise what board discussions, if any, occurred on this matter over the past year? Have any other investors requested a remuneration report vote?
Answer: The chair Rob McDonald said he'd only had positive feedback from shareholders about their remuneration disclosures. Watch video of exchange via Twitter.
Q2. Which proxy advisers issued a report to clients ahead of today's AGM and did any of them recommend a vote against any items, including this proposed increase in the directors fee cap? If so, what reasons did they give and did this translate into any material protest votes? Will you agree to disclose the proxy position earlier next year along with the formal addresses as many ASX-listed companies now do, in order to facilitate a more fully informed debate at the AGM.
Answer: The chair Rob McDonald said ISS and Glass Lewis were in favour of all resolution and PIRC voted against the auditor resolution due to excessive non-audit fees which the chair said were only 6% of total fees and largely related to climate reporting assurance. Watch video of exchange via Twitter.
Q3. Why did we announce the "resignation" of Elena Trout as a director on August 18 when, in fact, she is simply retiring at the end of her latest 3 year term, concluding a 9 year run on the board? It is always useful for shareholders to have access to some exit perspectives from long-serving independent directors. In her final contribution as a Contact director, could Elena please comment on what she regards as the best 2 decisions made during her time on the board and does she have any regrets?
Answer: The chair Rob McDonald said this is how we do it in New Zealand then Elena talked about specific decisions she had influenced, namely a particularly battery facility which opens in 2026 and the decision not to get out of gas to strengthen Contact's firming capacity. It was poor form of the question wrangler to censor the last part about whether Elena had any regrets. Watch video of exchange via Twitter.
Q4. At last year's AGM, I asked what would happen if shareholders voted down this strange resolution that pops up at every NZSE listed company to approve the authority for the board to approve payments to the external auditor? The chair said the Luxon Govt was doing a corporations law review which would hopefully end this requirement. Is this still a realistic prospect? And staying with issues around the auditor, how long have EY had the gig, when did it last go to tender & when is it next scheduled to go to a competitive tender?
Answer: The chair Rob McDonald said he understood the Companies Act review was on-going and he then answered the italicised part of the question above even though the question wrangler failed to read this out. EY was only appointed in 2022 so no problems to not have another tender since then. Watch video of exchange via Twitter.
Q5. A 9.5% shareholding is pretty low to warrant Infratil being given a board seat. Could Deion comment on why Infratil wanted this seat and could the chair explain why Infratil is being given 14.3% of the board seats, after the retirement of Elena Trout reduces our board to just 7. Shouldn't we appoint at least 2 additional directors to better align Infratil's voting power on the board with its board representation? (should have finished with "the size of its shareholding".)
Answer: The chair Rob McDonald said it was part of the negotiation during a recent acquisition and they would only have agreed to appoint Deion, not anyone else, because he was chair of that company and has deep knowledge of its assets. He stressed that Infratil has no right to a board seat. Watch video of exchange via Twitter.
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