8 questions lodged at 2025 Mt Gibson Iron hybrid AGM

Q1. When was the external audit last tendered and when is it next likely to be audited? (should have said tendered)

Answer: The CEO Peter Kerr said that Ernst & Young had been the long-term auditor and it would likely to be tendered in the 2026 year. Someone also said that EY had agreed to cut their fees and later in the meeting it was commented that the directors were taking a fee cut with the winding down of iron ore mining on the island ahead of the pivot into gold mining. Watch video of exchange via Twitter.

Q2. There was a 19.45% protest vote against the re-election of director Paul Dougas at last year's AGM. What caused that, how did we respond to the protest vote? Have there been any protest votes against Brett Smith, the only director up for election today?

Answer: The respondents were quite dismissive challenging the notion as to whether 19.45% even constituted a material protest vote and joking about the fact "there's always someone who votes against". Watch video of exchange via Twitter.

Q3. Which of the proxy advisers covered us this year and did any recommend a vote against any of today's resolutions, including this remuneration report item? If so, what reasons did they give and did this translate into any material protest votes? Please don't say they are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant and I could show you examples of more than 50 chairs responding positively to this question.

Answer: The CEO Peter Kerr said ISS was the only proxy adviser which covered them and they supported the rem report this year. Watch video of exchange via Twitter.

Q4. Why is an iron ore company getting into the gold business? Can you cite any other listed mining companies which are in both gold and iron ore. Surely a bulk commodity miner like Mt Gibson has different skills to those in the previous metals business like gold? Are we just opportunistically pivoting because of the gold boom? Shouldn't we just return our surplus cash to shareholders rather than going off and pursuing this risky gold frolic?

Answer: The CEO Peter Kerr has been getting a bit of this from elsewhere and provided a strong response both to this questions and later in the meeting during his chair address. Other shareholders complained about the lack of dividends from the floor given they have more than $400m in cash. Watch video of exchange via Twitter.

Q5. Was a recruitment firm used to find Brett Smith as our new chair and did the board consider any other candidates, either internal or external? Which if our existing director did Brett know before engaging with the recruitment process?

Answer: The chair Brett Smith explained that he was slotted in by controlling shareholder APAC, a HK-based investor with around 35%. Watch video of exchange via Twitter.

Q6. There was a 10% proxy protest vote on Peter Kerr's termination payment resolution. Did one of the proxy advisers recommend against and, if so, what was their rationale? Do you know which shareholders voted against and why they were concerned? Corporate voting is not a secret ballot in Australia so you are able to interrogate this issue to better understand shareholder sentiment and concerns?

Answer: It took a while but we eventually got to the explanation that ISS delivered the 10% proxy protest vote against the CEO's termination benefits. Silly stuff from chair Brett Smith to claim it was too early to interrogate the protest vote because “the polls have only just opened”. Proxy voting closed 48 hours before the meeting started. Watch video of exchange via Twitter.

Q7. Thank you for offering a hybrid AGM today using the excellent Computershare online AGM platform, which enables us east coast shareholders to participate through questions and voting live during the meeting. Best AGM practice would also have included early disclosure of the proxy position to the ASX along with the formal addresses, the CEO delivering his address at the start of the meeting, not the end, and following the agenda by dealing with questions on each resolution as you work through the agenda, rather than as one job lot at the end. Any chance you can make some of these changes next year whilst also sticking with the inclusive and transparent hybrid format, which will hopefully also see a copy of the AGM webcast published on your website after the meeting for the benefit of the 9,000+ shareholders who weren't able to participate live today.

Answer: The question wrangler stopped and started a bit but managed to read out the full essay in the end after which CEO Peter Kerr succinctly said they would consider the various requests for next year. All good. Watch video of exchange via Twitter.

Q8. Does 13.9% shareholder Shougang Fushan have automatic board representation rights to the extent that they could legally or contractually nominate someone to succeed Mr Ding if they wanted to or are they now just like any other shareholder and any nomination would be a matter for the board or the shareholders at an AGM or EGM? Also, does FIRB have veto rights on who Shougang nominated and based on past experience, does FIRB take a view on whether nominee directors of APAC and Shougang should be either Australian citizens or Australian residents?

Answer: CEO Peter Kerr explained that Shougang Fushan does have the right to nominate a replacement director on the 5 man board and said FIRB has previously been fine with foreign nationals stepping up for the role. The pivot to gold is perhaps less interesting for Shougang, hence they've let board representation roll off. Watch video of exchange via Twitter.

Copyright © 2025 The Mayne Report. All rights reserved

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