6 questions lodged at 2025 Qantas hybrid AGM

General Business

Q1. The former CEO Alan Joyce recently announced that he was writing an autobiography which will be released before we gather at the 2026 AGM. Did we know this was coming and have we subsequently communicated with Mr Joyce, setting out our position in terms of confidentially and any potential public denigration of Qantas personnel? Are we permitting any Qantas personnel to co-operate with Mr Joyce on his research and has he under-taken to allow us to vet the draft manuscript before it is released?

Answer: The chair John Mullen only found out about this when he read it in the press and hopes Alan won't slam any Qantas people. Doesn't sound like they've attempted to lay down any guidelines or protocols over what "private citizen" Joyce plans to say. Watch video of exchange via Twitter.

Q2. In my opinion, the board made the right decision in selecting Vanessa Hudson to succeed Alan Joyce as CEO, rather than the alternative internal candidate Olivia Wirth who resigned after being over-looked and is struggling as executive chair of Myer. Could the clean skin new chair and the Qantas veteran CEO both comment on their overall approach to getting the balance right between being need to be seen to have cleaned our some of the Joyce-era executive team, whilst also maintaining continuity and corporate memory in the business, such as by retaining long serving executives like Steph Tully who appears to be doing a great job as Jetstar CEO?

Answer: The question wrangler stripped this back and read out the following text:

"Chair, we have shortened this question from Stephen Mayne for brevity... He asks, could the Chair and CEO both comment on their overall approach to getting the balance right between refreshing the executive team, whilst also maintaining continuity and corporate memory in the business, including retaining long serving executives like Steph Tully who appears to be doing a great job as Jetstar CEO?"

Answer: The chair John Mullen agreed that Steph Tully is doing great at Jetstar and didn't let Vanessa make any contribution to the response which was fairly predictable about getting the balance right. Watch video of exchange via Twitter.

Director election resolutions including Heather Smith and Doug Parker, hence the question framing

Q3. As a member of the audit and remuneration committees and a former long serving senior public servant in Canberra who is still contracting to the Federal Government, such as with last year's independent review of Australia's intelligence services, could Dr Heather Smith please provide her perspective on the delicate issue of free or discounted flights for Federal politicians and public servants. How does Heather think Chairman's Lounge membership should be, and is being, handled? Have any changes been made since she joined the board in 2023 and with the 2024 chair succession to John Mullen, particularly after all the media coverage generated by Joe Aston? Also, could John Mullen comment on how he is handling the power of determining who is and isn't gifted a free membership to the Chairman's Lounge?

Answer: The chair John Mullen sensibly didn't invite Heather Smith to respond and offered a straight bat on the Chairman's Lounge question after observing that he thought I'd try to raise it. Watch video of exchange via Twitter.

Q4. In response to John Mullen's comments earlier in the meeting after shareholder Ange Kenos (a former councillor and serial board nominee like me!) criticised the board nomination restrictions, it appears our chair is not aware that the Qantas constitution has a rare board entrenchment provision (see full list of others with such provisions) which requires external board candidates to be supported by 100 shareholder signatures or 5% of total issued capital, just to get on the ballot. This explains why Qantas has never had an external board nominee during its 30 years as a public company. Will the chair undertake to review this provision and propose a constitutional amendment at next year's AGM so that it is like more than 90% of Australian public companies and allows any shareholder to self-nominate for the board? Was candidate Doug Parker aware of this provision and would be also support a review?

Answer: The chair John Mullen wouldn't commit but said he would look at this. Watch video of exchange via Twitter.

Q5. Lobbed this one too late on the Heather Smith resolution so the question wrangler pivoted nicely to include it in the next resolution, as follows: "There was a question earlier for Heather, which also applies to Doug: Heather Smith was first elected in 2023 for a 3 year term. Why is she up today after just two years and will the chair move to annual elections of directors like he commendably does at Treasury Wine Estates? Annual board elections are best practice and compulsory in the UK and US. Let's do it!"

Answer: The chair said the constitution requires at least 2 directors to stand for nomination and given there has been such a board clean-out, Heather had to run a year early to help satisfy that provision. He also said it would be too destabilising to have annual director elections so Qantas won't be making that change. This is a common misconception where people think annual elections for directors somehow correlates with boardroom instability and directors getting voted off boards. BHP, Rio Tinto, TWE and News Corp have operated with annual elections for many years with no boardroom instability whatsoever. It just means all directors get the usual 96%+ vote in favour every year, rather than every third year. Watch video of exchange via Twitter.

Q6. Retail shareholder participation rates at AGMs keep falling, particularly after COVID expedited the shift from paper to online. Thank you for disclosing the head count data in your poll results at the last 2 AGMs and will you be continuing that practice today, particularly on this remuneration report item which is normally the one retail shareholders most often vote against. Because of this voluntary disclosure, we know that only 1,566 of the 150,699 Qantas shareholders voted on the election of our new chair John Mullen at last year's AGM. That's only 1.04%. In Federal elections, voter participation is above 90%. How do we fix the crisis of retail shareholder non-participation and what did you do for this meeting to try and encourage more shareholders to vote? If 99% of shareholders haven't vote again this year, will you step up the communications to try and achieve a 2% turnout next year?

Answer: The chair John Mullen explained how institutions dominate voting and have delivered a 70% turnout out today by shares. He slightly confused the retail voting issue with how many shareholders turn up at the AGM to ask questions and even suggested Qantas was somehow doing retail shareholders a favour by holding an AGM when this is mandatory, of course. The majority of retail shareholders who vote do so by proxy, not at the physical component of the hybrid AGM. Qantas commendably released the headcount data to the ASX after the meeting and it showed participation had fallen below 1% to just 1424 voting shareholders this year. This issue needs to be tackled! Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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