4 questions lodged at 2025 Bank of Queensland hybrid AGM

Q1. Congratulation to Andrew Fraser on being appointed chair. It is unusual for former politicians to reach such heights. Has Andrew spoken to any of the other politicians who've achieved this - Peter Costello at Nine, Robert Hill at Viva Energy, Mark Vaile at Whitehaven Coal or even Nick Greiner or the late Wayne Goss - about the challenges of being a non-executive public company chair with no opposition, as opposed to being a full time executive director member of Cabinet, as you were when serving as Treasurer of Queensland.

Answer: The BoQ chair hasn't spoken to any other former politicians who rose to chair an ASX200 company. You'd think he'd offer a few reflections on the differences between political life and being a professional director. What a stonewaller. Watch video of exchange via Twitter.

Q2. Bank of Queensland is running a premature AGM because nominations for the board closed on October 14, but you only released the full year results on October 15. Shareholders should be informed how the directors have performed for the year before nominations close & the board should undertake to delay future AGMs as very few public companies do this. Will the chair undertake to slightly delay next year's AGM so that board nominations close after the 100,000 shareholders are informed about the performance of the incumbent directors?

Answer: Anna Bligh's former Queensland Treasurer Andrew Fraser just did not answer this question as to why Bank of Queensland was holding a premature AGM where nominations for the board close before the directors have even announced the full year results, revealing their performance. 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.

Answer: Former Queensland Labor Treasurer Andrew Fraser is the new chair of Bank of Queensland. This was such a politician's answer in refusing to summarise what the proxy advisers recommended. Watch video of exchange via Twitter.

Q4. Bank of Queensland has a history of poor treatment of retail shareholders in capital raisings, most notably with the rushed $1.35 billion raising in 2021. The $350 million institutional placement component was too large and the $1 billion entitlement offer was not renounceable with no ability for retail holders to apply for shortfall shares. The $682 million retail offer finished $274 million short, partly because it was only open for 8 business days. As the newest director, could Paul Riordan summarise his view on how retail shareholders should be treated in capital raisings

Answer: Just got another politician-like response from chair and former politician Andrew Fraser. Poor effort. He should have let Paul Riordan respond. Watch video of exchange via Twitter.

Nomination for the board

Whilst the final voting result was only 1.58% of voted shares in favour, they unusually disclosed the head count data on the screen at the AGM, even though it was later stripped out of these poll results. There were 579 proxy votes in favour of electing Stephen Mayne to the BoQ board from smaller shareholders and 420 proxy votes against from the big end of town institutional investors. That's a 58%-42% win on the headcount data from the 999 shareholders who voted ahead of the proxy voting deadline 48 hours before the meeting.

In 74 public company board contests over the past 25 years, the only other company to provide this data was Fairfax Media in 2014 where a 0.92% vote on the shares metric looked terrible, but from a head count point of view there was 902 in favour and 495 against, as is explained here. In percentage terms that was 64.5% support on the head count metric, which was better than what happened at Bank of Queensland. Given that BoQ has about 100,000 shareholders and Fairfax never had more than 30,000, this also shows how retail shareholder voting rates have crashed with the move away from paper, particularly after COVID.

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