Q1. I was looking to email someone from Region Group yesterday to request early disclosure of the proxy position along with the formal addresses and scheme-like headcount data in the poll results to highlight the tiny retail turnout rate and at least ventilate retail voting sentiment. Alas, I couldn't find an email address for anyone at Region anywhere? Who still puts head office land line numbers at the bottom of ASX announcements? Is there a reason why you make yourselves unemailable? Is it because tenants tend to have a crack at whoever's email address is listed?
Answer: The response suggested this was wrong and they do provide an email address at the bottom of ASX announcements. Let's wait for the voting results which, as usual, didn't provide email contact details or mobile numbers. Watch video of exchange via Twitter.
Q2. It was a pleasure voting in favour of chair Steve Crane's re-election, and all other items, at 1.32pm today via the excellent Link/MUFG online voting system. Far too many companies wait for the anachronistic "as chair I now declare the polls open" routine deep into an AGM. In order to get the sadly tiny retail shareholder voting rate up, maximising the online voting window is a good move, so well done opening it half an hour before the 2pm kick-off. Can you provide some legal arguments for doing this I can take to other AGMs? (this was later tweaked to direct it at another director, the former Macquarie general counsel Michael Herring, when the question wrangler didn't direct it at the chair.)
Answer: The chair took this as a complement but then Michael confused his answer by talking about when you disclose the proxy data as opposed to this point about opening online voting as early as possible for direct voting on AGM day. Watch video of exchange via Twitter.
Q3. At last year's AGM the CEO commented that we stopped doing individual property disclosures because it gave away too much information to competitors. Fair point. However, Australia's property compendium disclosures by listed REITs are the high water mark of our overall excellent public company governance & disclosure system. Could an auditor, incoming or out-going, comment on their view about removing this disclosure. Has it impacted the audit process now that less regular property data is being generated for public disclosure?
Answer: The out-going auditor, Yvonne van Wijk from Deloitte, gave a lengthy and informative response and David Kingston later backed up the point saying the annual report should provide less than 32 pages of remuneration reporting and more detail on the actual property business and assets. Watch video of exchange via Twitter, plus these additional comments by the auditor where the chair claimed competitors were very disappointed that they've stopped publishing book values in the annual report.
Q4. Why did you wait until 11 minutes before the 2pm kick off to lodge the formal addresses with the ASX? Last year it was 12 minutes. Surely best practice is to treat the AGM formals as a disclosure event and get them out before trading commences at 10am. Also, did you have an internal discussion about including the proxy votes along with the formal addresses as this is increasingly becoming the market norm and was something Stockland did for the first time last week? Were the proxy advisers in favour or everything or has there been a protest vote on the remuneration report?
Answer: The response made perfect sense - they had a board meeting this morning and the presentation couldn't be released to the ASX until it had been approved by the board. Watch video of exchange via Twitter.
Q5. There was a 10% protest vote against the remuneration report based on the proxies. Was that in any way related to this executive incentive plan resolution and have there been any other remuneration related protest votes today? What is the issue and which proxy adviser recommended against? Or was it David Kingston voting his stake against?
Answer: The italicised bit wasn't read and we got a very crisp answer explaining that all proxy advisers were in favour of all resolution except Ownership Matters which recommended against resolution 7. Watch video of exchange via Twitter.
Q6. I have had a bad day with multiple chairs elsewhere (Cleanaway, Mystate and Bendigo Bank) claiming proxy advisor recommendation are confidential and can't be discussed at an AGM, which is rubbish. I've seen it happen hundreds of times so thank you for naming Ownership Matters for recommending against this resolution. What was their problem with this?
Answer: The chair Steve Crane gave an excellent explanation about the debate over whether an exiting CEO's LTI grant should be pro-rata-ed. Ownership Matters recommended against the LTI grant and triggered an 18% protest vote because it argued CEO Anthony Mellowes is retiring next June and should only get one-third of his normal 3 year LTI grant because he wouldn't be working as CEO in the last two years. The chair argued Ownership Matters was asking the board to use their discretion to cut the pay of a well regarded CEO in his final year after an 11 year run since the Woolworths demerger and said this would be unfair. Watch video of exchange via Twitter.
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