Summary of floor debate at 2026 GPT physical AGM

Q1. Audit tenure and tender history

Stephen Mayne: When did we last tender the audit, the external audit, and when are we next planning to tender the external audit?

Chair Vickki McFadden: It was 4 years ago, I believe. I'm just looking over to my left to get an appropriate note that I've got the number, correct. Yes.

Stephen Mayne: And likely time frame for the next one?

Vickki McFadden: We are very cognizant of the tenure of our auditors. And so that is a matter for discussion at the moment with the Audit Committee and the Board.

Q2. GPT's history with Lendlease

Stephen Mayne: Looking across GPT, what can you see that is a legacy from our Lendlease history?

Vickki McFadden: I don't really understand what that question is. There's a lot of people who have some time...

Stephen Mayne: GPT for a long time. They created it and management was internalized. I'm just curious, is there any legacy Lendlease things that you can point to across the portfolio or the systems or the management personnel? Or are we e just – there's nothing you can see anywhere that points to our Lendlease history?

Vickki McFadden: I believe the auditors were the same auditors that were at Lendlease. I assumed you – given your first question, that's what you were pointing to.

Stephen Mayne: Anything else?

Vickki McFadden: I think we still have the structure of the group is somewhat the same as when it was separated, in corporate sense. And I think this is true actually of all REITs. There are a lot of employees, the executives who have been at some point at Lendlease. That's not that – it's no different at GPT than it would be at any other REIT, I don't think. So we don't carry that continuation.

Q3. Gulf state joint ventures
Stephen Mayne: There's a lot of talk about Gulf state sovereign funds may have to sell off some of their external global holdings given issues at home. Do we have any joint ventures or major partnerships with any of those Gulf state sovereign funds?

Vickki McFadden: Not that I'm aware.

Q4. In theory, would a 15% shareholder be given a board seat if they asked?

Stephen Mayne: Last year, my proxy asked about whether UniSuper would be given a Board seat, and you said they've never asked. So I'll just ask the question slightly differently this year. If UniSuper said to you, "we own 15%. 15% of 9 would be 1.66 Board seats, we'd like a Board seat." What would the Board's response be? Do you accept the principle that someone like UniSuper is entitled to a proportional representation on the board, albeit it would be a non independent Director? Or would you push back against that as a Board, if that question was to come to you from UniSuper?

Vickki McFadden: That is an entirely theoretical question. We would – because that – it's just not likely to occur. And we would consider any request to be a member of the Board, we would apply our skills matrix, what our needs are at the moment to make a decision about whether or not that is worthy on its merits. Such an appointment, however, causes quite a lot of conflict issues. So I don't think UniSuper would want to put itself in that position, and we probably wouldn't want them to be in that position either.

Q5. Engagement with global index investors

Stephen Mayne: REITs in Australia have very large index holdings, larger than any other sector because globally, investors tick Australian property, ETF. And therefore, 30% of Goodman is owned by the Big 3 index funds. We're at 25% roughly between Vanguard, State Street and BlackRock. And people have described them as being "dumb money", that you never hear from them, meet them. So that means that the other major shareholders are more important. So therefore, UniSuper, which will be more active. I'm assuming you would meet with them, they would hear from – you discuss issues with them, if anything came up, they'd raise it with you. Could you please describe the level of engagement you have with those Big 3 index funds? Is there any engagement? Or are they just blindly following the proxy advisers and you never hear from them, see them or meet with them?

Vickki McFadden: Actually, I together with Tracey Horton and either Louise or Tony, met with Vanguard. We met with BlackRock. We've always meet with BlackRock every year. We met with Vanguard last year. And State Street, I'm just trying to remember off the top of my head, I don't think we did. Oh, we did. I'm sorry. I just couldn't remember off the top of my head. So when we have our governance and remuneration, I'll call it a road show for want of a better description. We meet with them as well as UniSuper and our other investors.

Q6. Election of new director Shane Gannon

Stephen Mayne Well done to Shane for a strong vote in favor. I noticed you didn't disclose the proxies to the ASX with the formal addresses this morning, which would have been better, but I'm presuming like last year, there's been no material protest votes against any of today's resolutions. (chair nodded). That's great. So look, obviously, it's just a pretty boring process question for Shane. I was going to submit an invoice, Chair. I've spent $400 coming up from Melbourne today to attend the AGM. I've been asking you for years to hold a hybrid meeting, which everyone most proper companies – ASX 200 companies do. I just sent a proxy last year. He asked that question and still you refuse. And I noticed that within Shane's portfolio, I think Ingenia doesn't have online participation in your meetings as well. Symal, I bought in. I think I asked some online questions, but you didn't put the AGM webcast up. So I still don't know what the answers were. So – and I know that Anne at Lottery Corp, we don't get hybrids. So come on. It's standard. Can you please put your hand up in the Board, Shane, and vote for a hybrid next year? And deal with – I know Santos doesn't do it, you just have done, Santos [ percent ] is getting attacked by greenies. This is a polite reasonable meeting. You've got 30,000 shareholders, only 400 voted last year. It's 1.2%. And you get more if you're allowed online voting, but you ban online voting and then you have forced people to fly to Sydney. So get with the program, please, Shane and everyone, and I look forward to participating in next year's AGM online, from Melbourne, whilst we'll submit an invoice from the travel costs.

Vickki McFadden: the chair offered no response and just moved to the next item.

Q7. Re-election of long serving director Mark Menhinnitt and likely tenure of chair Vickki McFadden

Stephen Mayne: So I fully support Mark's reelection. I know he's been on the Board since 2019 and is the the third longest serving director. I would just like to check if this is going to be his last 3-year term on the board?

Vickki McFadden: We haven't made any determination. We have a view of orderly board renewal and an appropriate tenure of directors, but it would be inappropriate for us to answer that at this stage. We have orderly board renewal...

Stephen Mayne: Who was the last director who was tenured off the Board?

Vickki McFadden: Our last director wasn't – our last director to leave was Rob Whitfield, but he was for personal reasons wanted to step down from the board.

Stephen Mayne: So what's the past practice been of directors being tenured off?

Vickki McFadden: As I explained to you we've done through – we go through orderly board renewal. We have an expectation generally that a tenure of 10 years would be in accordance with practice, there can be exceptions because of what is required to have orderly board renewal. From our perspective, the important thing is orderly board renewal. And that sometimes gets a bit out of alignment because certain directors for what are – whatever reason might leave out of the cycle of orderly renewal. Also, we've had a significant replacement in the executive leadership team. All of our KMPs are new-ish. So there needs to be stability at the Board while that's occurring. So it's not a simple straightforward answer, but we have regard to 10 years. So I don't have a number to give you.

Stephen Mayne: Right. And I think it's irrelevant to raise this now, as Mark is the longest tenured director up today. So you've been Chair for 8 years, Chair. When does your current term expire? And are you intending to nominate again for another term when that happens?

Vickki McFadden: I've already answered that question by telling you that we consider and the Nominations Committee of the Board talks about this regularly, orderly board renewal.

Stephen Mayne: No. You've cited 10 years as a general practice. You've done 8. I'm simply asking factually, when does your current term expire? And is a 10-year practice going to apply to you when that happens?

Vickki McFadden: I am up for re-election next year, and we will make a decision at that time about whether I will stand as part of the ongoing board renewal.

Stephen Mayne: Okay. Now I'm not going to reflect in any way on your performance here, but I am going to make a comment that there is an unspoken conflict of interest in Chair and CEO succession, where Chairs and CEOs often like the job and may not bring on other talent who could replace them because they're comfortable in the Chair. So the rest of the directors need to be all over this issue to make sure you haven't got a Chair getting too comfortable and that the Chair is managing the CEO because there always needs to be multiple viable successes the CEO and the chair within the ranks if you need to move quickly ideally. So Chair, do you believe your successor is currently serving on the Board? And has succession planning included planning for the eventuality when you retire?

Vickki McFadden: I'm not going to comment on what would be a Board decision about who will succeed me as Chair. That would be inappropriate. It's not my call. The Board is working on orderly board renewal. We have regular nominations committee meetings. We are prosecuting always the Board skills matrix, particularly as we're moving to a new – through our refreshed strategy, which is why we appointed somebody like Tony with that skill. And next year, we may be in a slightly different position with requiring further additional skills.

Q8. Given what former CEO Bob Johnson did, what constraints are there preventing retiring executives from joining competitors?

Stephen Mayne: Chair, great to see the strong remuneration report support. So no criticisms at all. My question goes to how we treat our management team's incentives when they go to work for a competitor. So I was quite shocked when Bob Johnston, who was our CEO for 8 years, retired from the Board in March 2024. Five months later, he is on the Stockland Board. All that knowledge, all that insight and of he goes to Stockland. And I've raised that at the last 2 Stockland meetings as to say what's going on here. In the first year, they censored the question. And second year, he sort of said he sold down to remove the conflict of interest of owning $12.5 million of the shares in a competitor when he's meant to be advocating for Stockland. So my question is, what did we think of that? And do our incentives have any disincentive to stop that from happening? So I'm presuming that Bob Johnston's '25 and '26 incentives were still rolling when he was working for a competitor because it wasn't an excluding event. There wasn't something that said that he would have to forfeit those if he did that. So in my view, there should be forfeiture clauses in any departing executive who has rolling incentives who go and work for a competitor. So what did we think about what happened with our former CEO defecting to the opposition? And have we changed any of our incentive structures in light of that?

Vickki McFadden: The answer to that is no. Bob was paid his remuneration in accordance with his contract and the terms of his contract. Under his employment contract, he had a restraint of trade that he retired from executive role. And you are drawing a comparison between a nonexecutive role and an executive role. Executive roles are very clearly defined in terms of restraint of trade and potential whether or not security is best and potential clawback if there's malice.

Stephen Mayne: So he couldn't become a Stockland CEO, but he could have become their Chair, is that what you're saying, under this rule, effectively?

Vickki McFadden: Technically.

Stephen Mayne: Do you think that's right, though?

Vickki McFadden: I think, yes, directors do matter, but I think that – he was remunerated for being an executive, and the role is quite different.

Q9. General business: AGM process changes needed to reach best practice

Stephen Mayne: I just want to thank you for offering general questions at the end. That actually is best practice. It's also very good that you followed the agenda today, a lot of big companies from Rio Tinto, JB Hi-Fi, Transurban, Macquarie, don't. They just say, has anyone got a question or anything and throw the agenda out. You don't do that in board meetings, so you shouldn't do that at an AGM. So thanks for following the agenda and respecting it. To reach best practice in AGMs, I'm assuming you're going to do the head count disclosure again today in your announcement, which you started doing last year, showing how many shareholders voted for and against. Is that going to continue?

Vickki McFadden: Yes.

Stephen Mayne: Great. So to get to best practice, all you've got to do is early disclosure with the proxies and a hybrid and you'll be with Suncorp, Tabcorp, Computershare and Stockland, your competitor, ticking the boxes with best practice hybrid AGMs. So thanks for running a good AGM, and I hope you can address those 2 issues because early proxy disclosure just better informs the market and allows for a more fully informed debate. And obviously, the hybrid is just more inclusive and people don't have to travel. Apologies I can't stay afterwards. There is the Magellan meeting at 11am, which is the real reason I came today. So I won't ask you to pay for my flight.

Copyright © 2026 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel