4 questions lodged at 2025 Orica hybrid AGM
December 25, 2025
Below is the text of the 4 written questions submitted at the 110 minute Orica (ORI) hybrid AGM at 11am at RACV Melbourne and via Link platform on December 16, 2025. See notice of meeting and voting results with the only protest being 17% against new chair Vik Bansal based on workload concerns. There was also a very unusual standing ovation for out-going chair Malcolm Broomhead at the end of the meeting. Market cap was $11 billion on AGM day. The proxies were not disclosed early in the formal addresses. See 5 questions lodged at 2024 AGM, 6 questions lodged at 2023 AGM and 11 questions lodged at 2022 AGM.
Q1. SGH reported that Vik Bansal received $9.6m in statutory pay for his work as Boral CEO in 2023-24, falling to $2.6m last financial year. Malcolm Broomhead was paid $546,200 in his final full year as chair of Orica. How much have we agreed to pay Sydney-based Vik Bansal to chair Orica and what are the arrangements in terms of whether Orica will be funding an office at the Melbourne head quarters, or executive support for him to perform the chair role? Once he retires as Boral CEO, will Orica become Vik's primary place of work?
Answer: PR chief and question wrangler Delphine Cassidy butchered the italicised components but chair Malcolm Broomhead kept it simple saying Vik would be paid the same as him and would take Malcolm's office next to CEO Sanjeev Ghandi in Orica's Melbourne head office. But he lives in Sydney! Watch video of exchange via Twitter.
Q2. We are a long way from AGM best practice. There is no archive available of last year's AGM webcast on our website, we failed to disclose the proxies early to the ASX along with the formal addresses and we are not following the agenda, instead dealing with debate on all 7 items of business as one job lot. You don't ignore the agenda at board meetings so please don't do it at the AGM. Will Vik Bansal undertake to fix these issues at next year's AGM and instead run a best practice AGM like Myer, Suncorp, Tabcorp and Stockland?
Answer: The chair Malcolm Broomhead talked about the efficiency of just running a single Q&A session which ran for about 50 minutes. The Orica AGM would also be a lot more efficient if the top table didn't present for an hour before the opening question. They don't abandon the agenda to have sub 2 hour board meetings after an hour of presentations from management and shouldn't do the same at the AGM. Show retail shareholders some respect. Vik Bansal did not offer any comment. Watch video of exchange via Twitter.
Q3. Under our constitution, board nominations must be lodged between 45 & 90 business days before the AGM. With this rushed pre-Christmas AGM, we close off board nominations a month before even revealing the full year results, the key measure of director performance. Given that Nufarm and Aristocrat also have September 30 balance dates and don't hold their AGMs until late January or February, why don't we do the same? Does new chair Vik Bansal agree it is poor governance to close board nominations before you've told shareholders how the directors performed and agree to review the AGM timetable?
Answer: The chair Malcolm Broomhead was emphatic about the problem of running a February AGM when everyone is focusing on the new financial year. So what! Around 200 ASX listed companies with June 30 balance dates have their AGM on the last possible Friday in November, the equivalent of Orica having a February 28 AGM, and no one complains about it being out of date. This AGM timetable is equivalent to most public companies having a September 16 AGM which just doesn't happen. Watch video of exchange via Twitter.
Q4. When is Vik's last day as CEO of Boral and will he be joining the SGH board immediately on ceasing to be an executive of that company? The quickest way to reach the 5 point limit would be to retire as LGI chair and remain on the Brambles and Soul Patts board. Is that the plan? Also, which of the proxy advisers recommended against Vik on workload concerns, causing the 17% proxy protest vote today? Was he surprised by that level of opposition?
Answer: PR chief and question wrangler Delphine Cassidy declined to read this one out even though it had been resubmitted to make it more relevant after the ASA had raised the workload concerns earlier in the meeting from the floor. The chair Malcolm Broomhead said he was confident Vik would meet his workload commitments to Orica on the 5 point rule but earlier in the meeting Vik had only said this would be sorted out within 12 months by the 2026 AGM. As of today, Vik is CEO of Boral, chair of Orica, chair of LGI and a director of Brambles and Soul Patts, a level of overboarding we've never seen in Australia before.
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