4 questions lodged at 2025 South32 hybrid AGM

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

Answer: The chair Karen Wood handed over to "Frank" who said there had never been a tender but they reviewed KPMG's performance, particularly when there were audit partner rotations, which are mandated every 5 years. This is poor practice to have no tender in the 10 years since South32 was demerged from BHP, especially given that the company's founding chair, the late David Crawford, was a KPMG lifer who rose to be national chair of the firm. It's all too cosy. Watch video of exchange via Twitter.

Q2. Congratulations to Steve Pearce on being announced as our new chair today, commencing in February next year. He's obviously a quick learner after only joining the board in February this year. Was Steve recruited last February to be the next chair, or was it a competitive internal process? Today's ASX announcement mentioned a "formal process" to select Steve as the next chair. Was a search firm involved in the process and did the process include searching for external candidates? Did the formal process extend to presentations from multiple internal candidates and a formal internal vote of the board? If so, did chair Karen Wood run that process herself? Could Steve please comment on his experience of the recruitment process that got him onto the board in February and the recent chair succession process that now seems him elevated to the top job?

Answer: The chair revealed that Wayne Osborne chaired the process internally through the nominations committee. Watch video of exchange via Twitter, plus these additional comments including Steve Pearce's observations.

Q3. Thank you for the change of practice this year to disclosing the proxy position early to the ASX along with the formal addresses. This allows for a more fully informed debate about the 32.5% remuneration strike. Thank you also to the chair for her summary of the remuneration issues. Could she please name the 3 proxy advisers which recommended against and were there any proxy advisers which recommendations in favour of the remuneration report? Also, how many proxy advisers recommended against the board's recommendation on the other remuneration items and the climate transition plan, which was opposed by 9.6% of voted proxies?

Answer: The chair Karen Wood revealed that Ownership Matters, ACSI and ISS recommended against and ASA and Glass Lewis were in favour of the rem report. Watch video of exchange via Twitter, plus these additional comments.

Q4. The annual report says that we have 230,908 shareholders but less than 2% of them will have voted today, including on this important climate transition plan resolution. Politicians wouldn't tolerate a 98% no show in elections, so why do we? One way of tackling chronically low retail shareholder voting rates is to disclose how many shareholders actually voted for and against each item of business, like with a scheme of arrangement. Bapcor, ARB and Stockland all did this for the first time at their AGMs this month, joining the likes of ASX, Qantas, Myer, Suncorp, Tabcorp and many others. It's all very well to reveal that only 9.96% of directed proxies opposed the climate transition plan, but it would be useful to see where retail shareholders sit on this issue by disclosing how many shareholders voted for and against. If you don't disclose this data, many of us small shareholders will just give up and stop voting. Also, thanks for voluntarily offering this climate vote and will you do it again next year?

Answer: Having given ground this year on early proxy disclosure, the conservative chair Karen Wood just looked out of touch and disrespectful to retail shareholders on this issue as she said no, for the third straight year. Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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