5 questions lodged at 2025 Bapcor hybrid AGM

Q1. When was the external audit last competitively tendered and when will it next be competitively tendered?

Answer: The executive chair Angus McKay didn't know when the last tender was conducted and said there were no plans for a tender this year, which is probably fair enough given all the tumult at the company. Watch video of exchange via Twitter.

Q2. Many thanks for embracing best practice transparency and releasing the proxy votes to the ASX along with the formal addresses before trading commenced this morning. The 90%+ support on all resolutions is relevant given the media campaign activist investor John Wylie has been running against the board leading into the AGM. It was great to also get the head count data showing that only 365 of our 14,521 shareholders engaged with the Computershare proxy voting system. We now know that only 2.51% of the shareholders voted but those who did collectively own 74.1% or 251.6 million of the 339.4m shares on issue, showing how corporate voting in Australia is a big investor game with retail shareholders barely participating. What sort of engagement leading into this AGM did the board have with the 7 substantial shareholders disclosed in the annual report, including Mr Wylie?

Answer: The lead independent director Mark Powell gave a good detailed explanation on the history of engagement, including having executive chair Angus McKay on board for the start of some calls before he dropped off for an independent discussion. Watch video of exchange via Twitter.

Q3. This situation at Bapcor is unusual. We had the mass resignation of 3 independent directors on July 23 and then their mass replacement with three new appointments, effective October 1. As one of the new directors, could Annette Carey detail her experience with the recruitment process and whether she knew any of the existing directors before joining the board. And could the chair detail whether any of our major shareholders, such as Australian Super with 16%, were consulted before the public announcement on the personnel being canvassed to repopulate the board in these trying circumstances. It's fine for this to happen and I'll be voting in favour of all the new directors today.

Answer: Annette Carey gave a good summary of what seemed like a very comprehensive process, including how she met with each of the directors. She did disclose having known the executive chair Angus McKay previously having sat across the table negotiating freight rates when she was at Linfox and he was running Pacific National. The chair said no shareholders were consulted about any of the potential new directors and a head hunter did assist with the process. Watch video of exchange via Twitter, plus these concluding comments by the chair.

Q4. It is not good practice for an executive chair to use the CEO voting exemption available under Australian law and not put himself up for election. Why didn't Angus McKay put himself up for election this year after I requested this last year and will he commit to do it next year? Can Angus cite any other ASX300 company which has had an executive chair who has never been elected by shareholders. Given all the tumult and board turnover at the company, it is reasonable for shareholders to be given an opportunity to reflect on the highly unusual situation of Bapcor opting for an executive chair. As chair of the nomination committee and lead independent director, will Mark Powell, who is facing re-election today, ensure this happens at next year's AGM or are we intending to make it 3 straight AGMs where our new executive chairman is continuing to hold down the most powerful position at the company without receiving a mandate from shareholders?

Answer: Mark Powell declined to give such a commitment but said they'd take it on board. Watch video of exchange via Twitter. A representative from John Wylie's Tanarra Capital also spoke against the executive chair model at the end of the meeting. Watch Mark Powell's strong response plus these additional comments.

Q5. Thanks for running a near perfect AGM from a process and disclosure point of view. Very few companies do this. You offered a full hybrid with both voting and online questions. The ASX didn't offer online voting at its AGM today. You revealed the proxies early allowing for a fully informed debate, something Annette Carey will know Sigma didn't do yesterday. You followed the agenda, inviting questions on all resolutions, something the likes of Macquarie and Cleanaway don't do, instead going for the single job lot approach to questions which dilutes the focus on individual items and shortens the overall debate. You even gave us head count voting data, meaning we can see retail shareholder sentiment and better understand the chronic lack of voting participation by retail shareholders at AGMs. Will you include the head count data in the poll results announced later today and continue your good practice of publishing the full AGM webcast on your website? Apart from all that praise, you just need to put the executive chair up for election next year and get the share price up. Good luck and see you in 12 months!

Answer: "I'll take that as an 'attaboy' for the team that put that together", said executive chair Angus McKay. Got a few laughs at the end. The question wrangler did well to get through all of that and was pleased to put some of this stuff on the record. Watch video of exchange via Twitter.

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