6 questions lodged at 2025 AGL hybrid AGM

Q1. What process did we run to select Miles George as our next chair? Was a head hunting firm involved and did we interview any external candidates? Were there multiple internal candidates competing for the position with a formal pitch and vote or was Miles the obvious standout internal candidate supported by consensus? Could Miles also please comment on the biggest changes in board process, delegations, reporting lines or governance that he has implemented since taking over as chair in February this year. Could CEO Damien Nicks also comment as to whether Miles is more or less hands on than Patricia McKenzie as a chair?

Answer: The chair Miles George only gave a brief response saying he was supported unanimously and the CEO wasn't even invited to respond. Watch video of exchange via Twitter.

Q2. Could out-going Deloitte signing audit partner Harriet Fortescue please comment on what involvement she and her team had in terms of the public reporting in the remuneration report of the $720,000 medical settlement with former chair Patricia McKenzie and the appropriateness of the size of the payment. Was Deloitte consulted on the implications of the settlement which caused overall payments to non-executive directors to reach $3.3 million in 2024-25, exceeding the shareholder approved fee cap of $2.75 million. Also, could Harriett please comment on how Deloitte felt the competitive tender for the audit contract was conducted? How was the timing handled in order to avoid any impact on the regular auditing process?

Answer: The chair Miles George should have invited Harriet to respond but didn't. His main comment on the Patricia McKenzie payout was that she was treated no differently to how any other employee injured on an AGL site would be treated and the payment was for compensation for an injury that required multiple surgeries, hence it was okay to breach the fee cap. Watch video of exchange via Twitter, plus these additional comments by the chair saying it would be inappropriate for Harriet to comment on the audit tender process, which was ridiculously given the outcome had been publicly announced. Harriet would no doubt have said AGL ran a good fair process and they have no complaints but she shouldn't have been gagged as Australian law allows shareholders to ask auditors questions at AGMs.

Q3. According to The AFR, former chair Patricia McKenzie suffered an injury on a site tour in August 2023. At what site did this occur and who gave the legal advice that it was okay to make the $720,000 settlement payment in January this year even though it caused director remuneration payments to exceed the cap approved by shareholders in the 2024-25 financial year? Did the payment include covering legal expenses incurred by the former chair in achieving this settlement and did this issue lead to the change of chair in February this year?

Answer: The new chair Miles George refused to even say at which AGL site the injury occurred, let alone the identity of the external adviser. He also didn't address the question as to whether this issue led to Patricia McKenzie's resignation from the board. But he did stress that a $700,000 cash payment to the chair is compensation for an injury, not a normal board fee for services rendered, hence it was okay to breach the fee cap. Watch video of exchange via Twitter, plus this excellent follow up floor question from shareholder Stuart seeking a response as to how they could breach the fee cap.

Q4. Thank you to Kerry Schott for her 3 years of service on the board, but why is she not seeking a second term? It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as an AGL director, could Kerry please comment on what she regards as the best 2 decisions AGL made during her time on the board and would she do anything differently if she had her time again?

Answer: At first it didn't sound like dominating chair Miles George was even going to invite Kerry to respond as he mansplained on her behalf about her other commitments and when he finally did, she offered up nothing, which was disappointing. Normally in this situation, the chair hands straight to the retiring director who says hiring a great CEO was the best decision but declines to offer any substance on mistakes made. This is the one question that a dominating chair normally can't handle. Watch video of exchange via Twitter.
Q5. It is disappointing that you have rejected requests to disclose the proxy position on all resolutions to the ASX along with the formal addresses and that you even withheld proxy disclosure on the previous remuneration report item until after the debate on the remuneration report. Please disclose the proxy position on this climate resolution now, so that shareholders can ask questions if there have been any noteworthy protest votes against the board's recommendation. Did any of the proxy advisers recommended against this resolution? If so, what concerns did they raise?

Answer: The chair rejected the request to disclose the proxies which seemed strange seeing as he said that all proxy advisers were in favour. However, it later became apparent via an AFR press report that Mike Cannon-Brookes voted his 10.4% stake against, triggering a 30.8% protest vote overall. Grok Ventures should have sent someone to the meeting to explain its thinking, rather than offering post-meeting commentary via the media. Watch video of exchange via Twitter.

Q6. Why didn't we just do the normal thing and appoint Betsy to fill a casual vacancy back when she was announced as a director in May, rather than waiting until today before she formally joins the board. Yes, this does respect shareholder mandates but why didn't you do what most other companies do?

Answer: The chair said they waited because Betsy was effectively replacing Kerry Schott who was only retiring at today's AGM. This is strange and would only normally happen if a board was bouncing up against its constitutional cap on director numbers. However, based on this report in The AFR after the meeting, it almost sounds like Kerry Schott was Mike Cannon-Brookes representative on the board and this role has now switched to Betsy. Why else would the billionaire be publicly endorsing both like this? Watch video of exchange via Twitter.

Q7. The latest annual report says that we 113,171 shareholders but less than 5% will have bothered voting today. Retail shareholder voting in Australia was already low but crashed further after COVID with the move away from paper. When disclosing the outcome of voting on all resolutions today, including this LTI grant to the CEO, 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 our own share registry provider Computershare have all voluntarily provided this data at their most recent AGMs. You've got the data chair, so why not let the sun shine in, unlike your predecessor Patricia McKenzie who needlessly rejected such requests?

Answer: The chair Miles George showed he was a "we follow the law and do nothing more" merchant by rejecting this request. But why? Hopeless! Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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