4 questions lodged at 2025 Wesfarmers hybrid AGM
November 9, 2025
Below is the text of the 4 written questions submitted at the 140 minute Wesfarmers (WES) hybrid AGM in Perth starting at 1pm local time on October 30, 2025 and via the Lumi platform. See notice of meeting. Market cap dropped back below $100b on AGM day after the shares fell 7%. The proxies were not disclosed early in the formal addresses but there were no protest votes. Management did some presentations before the meeting but the formalities still dragged on and at least they followed the agenda. See 3 questions asked at 2024 AGM, 4 questions asked in 2023 and 3 questions asked in 2022. That's a rare 4 in a row! Not bad when only own 4 shares.
Q1. Wesfarmers leaders seems to have a strange approach to chair succession, going for the long-dated handover after many years of service. Why did we announce on August 28 that former Amcor CEO and BHP chair Ken MacKenzie would succeed Michael Chaney as chair way into the future on October 29, 2026. And why is Ken only joining the board on June 1, 2026, giving himself less than 4 months to learn the ropes before taking the top job. Ken retired as BHP chair on March 31 and has plenty of time on his hands. Why the delay in joining out board and does Mr Chaney really need to serve beyond his 76th birthday? Good governance normally sees chair succession handled more quickly and from within. Why hasn't Mr Chaney done this at Wesfarmers, similar to what has happened with his friend Richard Goyder at Qantas and the AFL, two organisations which have also had to go outside for a new chair due to poor internal succession management.
Q2. As the longest serving director up for election today and a member of the board nomination committee, could Sharon Warburton please comment on why the company has failed to manage chair succession internally, which is best practice, instead recruiting Ken MacKenzie as the next chair who won't even join the board until June next year. We historically have managed CEO succession internally, which is great, but it appears that no-one on the board was trained up to succeed Michael Chaney and we've instead had to look outside to find a successor. There is a little discussed conflict of interest with CEOs and chairs of public companies, which is to not bring on potential successors in order to extend one's tenure in the top job due to the lack of internal challenges. Does Sharon agree this is what might have happened at Wesfarmers and the nomination committee has fallen short on this chair succession question.
Answer: The question wrangler put these two together and chair Michael Chaney didn't enjoy it. Watch video of exchange via Twitter, plus these additional comments. Need to expand this out.
Q3. I've voted in favour of this remuneration report resolution but I suspect there will probably more than 1000 retail shareholders who voted against. However, under your current disclosure practices, you won't reveal this. The annual report says that we have about 500,000 shareholders but less than 2% of them will have bothered to vote today. Will you voluntarily follow the lead of Qantas, Suncorp, Tabcorp, Myer, Stockland ASX, Computershare and many other companies and disclose the voting results like at a scheme meeting, where you also reveal how many shareholders voted for and against each item. This will make public Wesfarmers retail shareholder sentiment on issues like remuneration and board fees, rather than having the voting results dominated by US-based index funds. Such disclosure will also stimulate future retail shareholder participation. You have the data so please let the sun shine in on Australia's chronically low retail shareholder voting rates.
Answer: The old school chair Michael Chaney just won't budge on this. Hadn't even thought about it despite raising the same issue last year. Watch video of exchange via Twitter.
Q4. Is not yet appointed chairman-elect Ken MacKenzie being paid to attend board meetings, or at least having his travel costs covered by shareholders? If so, will the full amount of what we pay him be disclosed in the 2025-26 annual report, even though he will only join the board on June 1 next year. Is there a formal agreement around his pre-appointment activities or is it a hand-shake gentleman's agreement between chairs? What is his title at the moment? Consultant?
Answer: The chair said Ken is not being paid but they did cover the flights for Ken and his wife to come to Perth this week and they attended the AGM. Watch video of exchange via Twitter.
Copyright © 2025 The Mayne Report. All rights reserved
