Potential Macquarie AGM questions and what actually happened

1. Disclosure and meeting process

To repeat a question from last year, why is it so hard for Macquarie to admit you've made a mistake or respond positively to a request to make a change? Over the past few years these are the requests of mine you've rejected:

1. Have annual director elections like News Corp, Rio Tinto, BHP and Treasury Wine Estates.

2. Disclose the proxy position early along with the formal addresses like ASX Group, Origin, Suncorp, Qantas, ANZ, Brambles and Carsales all do - see full list.

3. Follow ASA policy and follow the agenda at the AGM, rather than dealing with questions as one big job lot.

4. Publish a full transcript of the AGM like Woolworths and IAG do - don't just send it to me privately as you pointed out last year in the only concession granted.

5. Disclose how many of our 226,893 shareholders voted with scheme-like disclosure, as Computershare, Myer, Suncorp, Tabcorp, Stockland, ARB and many others voluntarily do - see full list.

6. Don't break up the AGM with morning tea before the debate because half the shareholders leave and it reduces focus on the important business of the meeting.

Are any of these 6 requests do-able for next year's AGM? If not, why not, when they are increasingly becoming accepted market practice?

Potential follow up: Okay, I'd like to move a formal motion from the floor to direct the chair to follow the agenda. For the record, I move that "this meeting requests chair Glenn Stevens to follow the 7 item published agenda sequentially, introducing each item, disclosing the proxy position on that item and then calling for questions on that item." Do I have a seconder who can raise their voting card so that this motion can be put to the floor of the meeting by way of a show of hands?

What happened: Was about the 20th shareholder to participate in the Q&A after 1pm so didn't get to try on the amendment but ran through this list during my third and last visit to the microphone which was well received by other shareholders. Macquarie gave nothing of course, refusing to include the head count data in these poll results. I signalled a potential 4th board tilt next year if they move on none of this, but at least they do publish 12 years of full video AGM webcast archives which I did acknowledge during what was a fairly aggressive closing spray.

2. Chair succession

In terms of chair succession, could Glenn Steven first please comment as to whether he intends to renominate for another 3 year term as a director when his current terms expires at next year's AGM? Does Glenn believe the next Macquarie chair is currently on the board? In terms of past chair succession, when Kevin McCann replaced David Clarke in 2007 he'd already been a director for 11 years and served 9 years as chair for a total run of 20 years, retiring at the age of 76 in 2016? Frankly, it would have better if Kevin hadn't lost that Warringah preselection contest by 1 vote to Tony Abbott in the mid-1990s but that's another story. When Peter Warne replaced Kevin in 2016 he'd already served 9 years on the board and then went on to serve 6 years as chair, retiring in May 2022 at the age of 66 after 15 years of years of service. Glenn Steven was appointed to the board in 2017 and become chair 5 years later in 2022 and has served 4 years as chair. He's currently 68. So, since we floated in 1996, we've only 4 chairs. David Clarke did 11 years, Kevin McCann did 9 years, Peter Warne did 6 years and so far Glenn Stevens has done 4 years. If Glenn runs again next year, can he undertake that it will be his final term and he won't run again in 2030. Or is he aspiring to become Macquarie's longest serving chair, despite already have served for 9 years on this board?

What happened: Opened up with this issue and got a result with Glenn Stevens effectively confirming that he wouldn't be seeking another 3 year term at next year's AGM and that his successor was already on the board. My money is on incoming remuneration committee chair Susan Lloyd-Hurwitz, who would be Macquarie's first female chair. Watch video of exchange via Twitter.

3. PwC and KPMG audit issues

I've raised the issue of PwC being paid more than $2 billion audit fees by Macquarie and its controlled entities at the past 4 AGMs. In 2022 I specifically asked "In what year was PwC first appointed auditor for Macquarie Bank and how many times has the audit job been tendered since? When it is next due to be tendered?" Chair, rather than saying more than 30 years, no tenders and no planned tenders, you fudged it. In 2023, I asked a similar question and you said the results of an audit review would be announced in 2024. In 2024 you said the policy of no tenders and never ending tenure for PwC had been changed and you would run a tender every 10 years, starting in 2026. In 2025 I said the following: "The AFR has been causing trouble about audit committee chair Michelle Hinchcliffe's KPMG history, implying that she should be conflicted out of the selection process. Please resist this pressure and confirm that she's a full voting member of the selection committee. When are we likely to announce the outcome of the tender and what stage is the tender process currently up to? Is this the trickiest and most lucrative tender in Macquarie's long history given it pays more than $70 million a year and will likely run 10 years until the next scheduled tender under our new policy announced last year?" You responded by saying that Ms Hinchcliffe wouldn't be involved in scoring KPMG's pitch, but would be involved in the overall selection process, which sounded pretty clunky. Press reports have since revealed that Ms Hinchcliffe was involved in a decision to effectively exclude Ernst & Young from making a final bid in October 2025, which gave her old firm KPMG a rails run because it was only up against incumbent PwC. Is that correct? Why was EY restricted and why was Ms Hinchcliffe involved in that decision?

What happened: The issue had already been thoroughly covered in the chair address and through multiple shareholder questions by the time I was about the 20th shareholder contributor. Still covered it thoroughly in the first visit to the microphone after getting a result with Glenn Stevens effectively confirming that he wouldn't be seeking another 3 years term at next year's AGM. Tweaked the above text quite a bit and instead focused on why PwC was even shortlisted, making it into the last two with KPMG. After 40 years, no tenders and $2b+ in fees, they just had to change the auditor, not just run a long overdue competitive tender. but biggest regret of the meeting was not getting audit chair Michelle Hinchcliffe to speak at all. Watch video of audit exchange via Twitter, plus the second part defending the shortlisting of PwC. I also got the incumbent PwC signing partner Voula Papageorgiou to her feet on this one. She stood up and quite righteously declared she delivered a Macquarie audit of the “highest quality” and was confident the tender didn't distract her team for a single minute. Watch the Voula exchange via Twitter.

4. Capital raising record and system

Australia's anything goes capital raising system has seen retail investors diluted out of tens of billions of dollars since Macquarie listed in 1996 and investment banking ticket clippers like Macquarie have collectively been paid many billions of fees to facilitate these badly structured deals. When Macquarie Bank and Macquarie Group has raised equity capital for itself since it listed in 1996, we've never paid a fee to anyone. Interesting that. Are we selling a service that isn't really needed? Anyway, whilst it's disappointing that we've never done a pro-rata PAITREO capital raising which is the fairest way to raise capital because non-participating retail shareholders are fairly compensated for their lost property rights, at least whenever we've done a standalone placement, it has always been followed by an uncapped SPP for retail shareholders and you've never scaled these back. Even better, you've sometimes offered downside protection for retail shareholders by offering secondary VWAP pricing on these SPPs. All good. I've personally made capital gains of about $11,000 participating in 4 Macquarie SPP over the years. This has helped pay for about 20 trips from Melbourne to Sydney to attend various Macquarie shareholders meetings over the years. However, your Equity Capital Markets (ECM) team doesn't have such a great record when it comes to advising ASX-listed clients how to structure their raisings. For instance, in May this year the $11m Nagivator retail offer fell 62% short because overs were banned. Also in May, Weebit Nanno rejected $6.5m of SPP applications to stick with its unfair cap of $15m when it earlier raised $100m in a big end of town placement organised by Macquarie. In April the Syrah Resources $60m in the money retail offer fell $35m short, again because overs were banned. In February, Macquarie helped Strickland Metals do a $55m placement at 16c, a hefty discount to the previous close of 21.5c. You took an excessive 5% fee and the 4,000 retail shareholders got nothing. I could go on. My question: will you undertake, as a board, to take an interest in the capital raising practices of your ECM team over the coming 12 months and report back to this meeting next year on how they've performed? If not, get ready anyway, because I'm going to ask you at next year's AGM how you believed they performed in terms of protecting and advancing the interests of retail shareholders in ASX listed companies advised by Macquarie? And finally, if Macquarie Group is looking to raise equity capital for itself in the coming 12 months, why not do a stand-alone SPP for your 226,893 retail shareholders and forget about having a placement component for the big end of town? We've suffered enough. It's time for retail shareholders to be given priority in some capital raises.

What happened: Not raised, unfortunately. Was just too tangential to the main game and it's been many years since Macquarie did a placement/SPP, plus they haven't been involved in many of the placement only raises of recent times in the smaller end of the market.

5. Selective briefings of proxy adviser firms

At last year's AGM, I asked why was it left to the CEO to reportedly ring around key institutional shareholders to persuade them not to oppose the rem report, when it should be chairman Glenn Stevens and remuneration committee chair Jillian Broadbent doing this? Were they asleep at the wheel and have they been captured by management? What changes are planned after today's big protest vote? According to The AFR (see Chanticleer column), the response from chair Glenn Stevens included: “I mightn't have been very effective, but I wasn't asleep at the wheel”, which The AFR's James Thomson described as one of the all-time most memorable AGM lines. How involved were Glenn and Jillian this year in the selective briefings of various proxy advisers and institutional investors ahead of this AGM and what changes did you make to achieve such strong voting support today? Also, there is no detail in the annual report about the two pending risk issues regarding Greg Ward and Michael Silverton. Could you please flesh out the detail on this situation?

What happened: Not raised.

6. CEO share ownership

We've only had 5 CEOs since the IPO in 1996. When co-founder David Clarke, who was executive chair for a period, retired from the board in March 2011, he owned 59,059 shares which would be worth $15 million if retained today. When Allan Moss retired from the board in May 2008, he owned 404,236 shares and a further 670,000 options at an average strike price of about $55 a share. Assuming all options were exercised and retained, his 1.07m shares would he worth about $272m if retained today. When Nicholas Moore retired from the board in November 2018, he owned 2.5 million ordinary shares and a further 789,807 RSUs and PSUs. If all of these vested and were retained, that's 3.29 million shares worth $832m if retained today. No wonder Nicholas appears on some of this nation's Rich Lists. Shemara has proudly never sold a Macquarie Group share and currently owns 1.474m ordinary shares plus a further 456,000 PSU and RSUs with a further chunk set to be approved by shareholders today. I'm really impressed that Shemara has never sold a share and just want to understand the tax situation, because most CEOs partially sell down their bonus shares to fund their tax obligations. Shemara, because these are effectively free shares, is it right that you've paid more than $50m in tax on your current shareholding because it is assessed as income when you receive the free shares? Have you ever thought of selling some of your shares to help fund those tax obligations like most CEOs do? Also, are your shares pledged to any financiers through margin loans, or do you own them outright?

What happened: Not raised although I did slip in that Shemara had never sold a share and her stake was worth about $370 million, hence she didn't need the latest incentive grant, which should have been pulled once they announced her retirement on the morning of the meeting.

7. Macquarie shareholding in itself and staff bonuses

Macquarie has 226,893 shareholders and is also the largest shareholder in itself with 27.7m shares or a 7.27% stake which is currently worth $7 billion. How many different current and former Macquarie employees together own that $7 billion stake and is all or part of Shemara's shareholding included in that parcel? In terms of the accuracy of your disclosures, are all the participants in the MEREP RSU/PSU schemes included in the 226,893 shareholders numbers disclosed in the annual report? Finally, as part of MEREP this year, we bought $734m worth of shares with $681m being transacted in off-market deals with current and former staff and just $53m worth being bought on market. How do you actually run that process of buying such a huge parcel of shares off-market and how many different Macquarie team member shareholders were involved in serving up those shares to deliver the equity bonuses to the incumbent team for this year's strong performance? Are you aware of any scheme like this at any other publicly listed financial services company or is this a unique Macquarie system? What's the history of how it came about?

What happened: This came up as topic 4 during the second of 3 visits to the microphone, twinned with a question asking whey they hadn't pulled Shemara's incentive grant given the CEO succession announcement. The CFO was tasked with responding and explained how they do it without giving much away, such as how many staff were involved.

8. Rebecca McGrath loan

The annual report discloses on page 165 that non-executive director Rebecca McGrath, or a closely related party, had a $2.7m loan from Macquarie at the March 30 balance date and the loan peaked at $6.56m during the financial year. It's not a good look for independent NEDs to be borrowing off a company they govern. Could Rebecca please update shareholders on the current balance and explain what this loan is for? Will she under-take to refinance with an un-related organisation before next year's AGM?

What happened: This was the only pre-released question that I read in full during the second of 3 visits to the microphone and Rebecca McGrath gave a good comprehensive answer which included that part of the loan was just her son shopping around for a mortgage. The AFR's Rear Window column had a crack at new CEO Greg Ward after the AGM for having two loans from NAB to support two external private investments. I actually think that's good practice. You don't want directors or KMP privately borrowing off the bank they govern and Rebecca McGrath should refinance. See video of exchange via Twitter.

9. History of board nominations and request for headcount data

After giving Macquarie its Millionaire Factory nickname in 1997, I've run three times for the board over the past 20 years with a platform which half jokingly included that there would be a nice symmetry with having the creator of that moniker on your board. In 2006, I received a surprisingly strong 15.53% support and those 21.2m shares voted in favour 20 years ago would be worth $5.43b based on today's price of $256. Macquarie made a rare mistake in 2006 and initially told the ASX all 8 resolutions were approved. It then put out a correction saying I was defeated, which was a shame. This was the first ever defeated resolution at a Macquarie AGM. The second was my miserable 1.55% result in 2015 and the third was when I polled just 2.31% in 2020.

The 2015 situation was particularly bizarre, involving a weeks long fit and proper test saga. When long-time company secretary Dennis Leong should have been preparing for the actual meeting, and I was having a coffee and chatting to shareholders at 9.47am before the 10am kick-off, he sent me an email on behalf of the board which read:

“The Board has decided to delay the completion of your fit and proper assessment in order to give you and shareholders the opportunity to be heard at today's meeting on the resolution relating to your nomination. The assessment will be completed if it becomes apparent that it is necessary to do so.”

Of course, the board knew at that point that the proxy votes had delivered 99% for the two board-endorsed incumbent candidates and just 1.55% for the challenger, but the way you carried on with the fit and property pallava was an interesting insight into your culture. You can be very difficult. Fatigue negotiators in fact as you don't like being challenged or told what to do.

Anyway, you had your 4th defeated resolution at last year's AGM when 65% of voted stock opposed the Market Forces climate resolution but it must have been a shock to have such a large proportion of the voted shares refuse to follow the voting recommendation of the board. In order to respect your retail shareholders and make public retail shareholder sentiment on today's climate related vote, will you undertake to disclose the headcount data to the ASX when disclosing the poll results. Many other companies now do this.

What happened: Largely not raised although I did flag a potential board nomination next year if they don't move on any of the six AGM structure gripes laid out in question 1.

How the Q&A rolled out, starting with pre-AGM questions

The two question wranglers started with 13 minutes of what were called pre-AGM written questions, which rolled out as follows:

1. Lock Super Pty Ltd: "why has the share price stayed the same for two years?" Given Macquarie shares have ranged between $173 & $256 over past two years & recently surged through $250 to a record high, it was just bizarre to open with a factually wrong pre-AGM written question claiming the shares “have stayed the same for 2 years”? Watch video of exchange via Twitter.

2. David Yuill: a question about audit committee chair Michelle Hinchcliffe and KPMG conflicts, followed by a second crack about KPMG hounding whistleblowers and chair Glenn Stevens using the phrase "silly talk" at the 2025 AGM when the issue of KPMG's potential conflict came up.

3. Evan Nicholas: complaint about the lack of a paper notice of meeting and a comment that they don't care about retail shareholders.

4. Anne-Marie Bevas: a bank warrior question inquiring as to whether Macquarie uses credit reporting as leverage against customers, such as herself.

5. Sean Salsbury: another customer complaint associated with the bank warriors crew.

6. Teon Yo: allowed two written questions on the size and scale of Macquarie's commodities business and then asking whether they would do a share split.

7. Craig Caulfield: the leading bank warrior was allowed two spicey written questions, the first citing Greg Ward and KPMG and the second attacking them for snubbing Senator O'Neill's inquiry. This suggests it was a live written question not a pre-AGM question because Greg Ward's appointment was only announced. Watch how it unfolded via Twitter.

8. Mr Chee Lee: queried home loan market share gains off the Big Four which drew a response from incoming CEO Greg Ward, who addressed the meeting from the floor on about 5 occasions.

Enough of the bank warriors, time for some climate speeches from the floor

Chair Glenn Stevens announced a 2 question limit for floor speakers and because he kept offering a second question, virtually all floor speakers took it up, which led to a much slower speaker rotation than the first 12 minutes of Q&A where they rattled through 8 different questioners.

9. John Church: took up 6 minutes delivering two fairly laboured climate questions.

10. Michael Sanderson: the former Brisbane timber merchant had a six year battle with Bank of Queensland which only settled during the Hayne Royal Commission and he's spent the last 6 years taking the fight to all banks in multiple forums including AGMs. His first two issues were harmful lead generation commissions and whether Macquarie's political donations had got them on a US superannuation roadshow led by Jim Chalmers. As Shemara said with a puzzled tone, it was the government who put the roadshow together, ask them how they determined the guest list.

11. Philip Laird: Phil was the ASA monitor for Macquarie at the 2013 AGM which I covered for ASA when on staff running the monitoring operations. He wasn't representing ASA today and raised the need for less diesel consumption in Australia and Macquarie's recent Qube takeover.

12. Ian Dunlop: second climate speaker, covering similar territory to the well credentialled Professor Church.

13. Kyle Robertson: the Market Forces campaign director got some blow back from the floor and actually asked chair Glenn Stevens to restore order as he'd promised to do at the start of the meeting. Ironically, it was green activists calling for order not causing disorder. Watch video of this playing out via Twitter.

14. Morgan Pickett: Rather than long winded speeches, Market Forces campaigner Morgan Pickett delivered the best climate pressure at the Macquarie QGM through rapid-fire back and forth with chair Glenn Stevens which really pinned him down on their support for Beetaloo fracking projects in the Northern Territory. Watch video of the illuminating exchange via Twitter.

15. Amanda Richmond: works for Australian Ethical which manages $13 billion and was a co-sponsor of the Market Forces climate resolutions. Spoke well.

16. Peter Gregory from ASA: was representing 367,000 shares worth a healthy $91 million and clearly laid out ASA's concerns over rem, such as excessive reliance on board discretion, excessive quantum, the LTO component being too small at 12% and failures to meet EPS targets since 2009. No other proxy adviser shared ASA's rem concerns this year so there was no material protest vote on the rem resolutions. His second question was on Shield and short selling.

17. Enzo: the Italian shareholder inquired about deposit rates offered for a not-for-profit he helps run and then used his second question to call for a 90 second speaker limit at future AGMs because too many of the earlier speakers had droned on for too long. Watch this video via Twitter of this suggestion being well received.

18. Helen Scutts: was the only Macquarie shareholder at the AGM to endorse the bizarre AGM structure with its 30 minute break before the Q&A and she also called for Macquarie to increase its investment in oil and gas. Not worried about sea level rise at Shell Cove. It was good there was no sledging from the climate activists. Watch video of her speech via Twitter.

19. Andrew Somerville: A Money Cafe listener who asked departing directors Shemara and Jillian Broadbent to offer some exit reflections. They didn't say much.

20. Peter Starr: another bank warrior who raised the Shield collapse.

21. Stephen Mayne: during the first of 3 visits to the microphone, raised the issues of chair succession and audit - see questions 2 and 3 above.

22. Terry Lee: defended Macquarie's climate approach as "pragmatic risk management" and commended the board for strong financial performance. "It's not a moral failure", he said.

Returned to online questions after 14 different floor speakers

23. Peter Callioro: query about $35m fine for misreporting short sales.

24. Craig Caulfield: why was Shemara's retirement announcement delayed until the morning of the AGM? Chair Glenn Stevens said they only decided to appoint Greg Ward as CEO at 5pm the night before the AGM. His second question was directed at Susan Lloyd-Hurwitz over the KPMG audit connections and Sue strongly defended the tender process.

25. Anne-Marie Belas: another bank warrior question, this time focusing on whether Macquarie's uses AI in handling complaints and predicting settlements. Chair Stevens said humans not AI make compensation decisions and they don't record in-person meetings on premise.

26. Craig Caulfield: a brief question on file referrals, followed by an audit integrity question directed at William Vereker, the new London-based director who was up for election.

27. Anne-Marie Belas: use of ombudsman compensation limits after admitting to making an error.

28. Craig Caulfield: directed a question at new CEO Greg Ward about his pay and whether regulatory issues could reduce future bonuses. He then followed with another question on audit which got Voula talking for the second time.

Chair Glenn Stevens said he was returning to the floor because Craig Caulfield was well over quota

29. Michael Sanderson: go nuclear or go extinct and time for a government auditor, were mentioned up front before he got into Macquarie's political donations, which he linked to a super fund trip. His second question was on changes to the platform after the Shield scandal. Greg Ward responded on Shield.

30. Peter Gregory from ASA: questions for the two directors up for election. Susan Lloyd-Hurwitz had to explain her housing chair gig. She said this council meets 6 times a year but she's very proud to be involved. William Vereker was quizzed about his cyber experience.

31. Andrew Somerville: are there any alternatives to the Big Four for future audits? Chair Glenn Steven said no, given the scale of Macquarie's global operations.

32. Stephen Mayne: "The annual report discloses on page 165 that non-executive director Rebecca McGrath, or a closely related party, had a $2.7m loan from Macquarie at the March 30 balance date and the loan peaked at $6.56m during the financial year. It's not a good look for independent NEDs to be borrowing off a company they govern. Could Rebecca please update shareholders on the current balance and explain what this loan is for? Will she under-take to refinance with an un-related organisation before next year's AGM?"

This was the only pre-released question that I read in full during the second of 3 visits to the microphone and Rebecca McGrath gave a good comprehensive answer which included that part of the loan was just her son shopping around for a mortgage. The AFR's Rear Window column had a crack at new CEO Greg Ward after the AGM for having two loans from NAB to support two external private investments. I actually think that's good practice. You don't want directors or KMP privately borrowing off the bank they govern and Rebecca McGrath should refinance. See video of exchange via Twitter.

The second issue raised in this slot was on the staff share scheme - see two minute question and the answer provided by CFO Frank Kwok.

33. Craig Caulfield: a double-header on the Market Forces resolutions which was linked to the KPMG scandal. Glenn Stevens said are seeking information on how KPMG conducted their size of the tender. He then followed up on Greg Ward's incentive grants and regulatory issues.

34. Peter Callioro: are there any alternatives to the Big Four for future audits? Chair Glenn Steven said he'd already dealt with this - see question 31.

35. Michael Sanderson: after 10 written questions from Craig Caulfield, his Bank Warrior colleague apologised for him not being at the meeting, citing the high cost of air fares. He then cited Steve Keen and asked if Macquarie could cope with a huge drop in house prices. Glenn Stevens mentioned a wrong prediction that led to a long Steve Keen walk to Mt Kosciusko. His second question asked if Macquarie accepted the government should help people avoid financial stress, rather than leave them to the mercies of private finance.

36. Stephen Mayne: Closing rant at Macquarie over poor AGM practice. Rattled through the list 6 gripes at the top of this web page spanning abandoning the agenda, withholding proxy disclosure, refusing to release head count data, the weird mid-meeting break, feeding the journo chooks etc etc. Watch video of part 1 of the spray via Twitter and here is part 2 complete with a non-answer from chair Stevens on the climate resolution votes that finished at 18% going against the board's recommendation.

37. Michael Sanderson: directed a closing question at Susan Lloyd-Hurwitz given her presence on the audit committee, asking how she responded to issues like Shield. She gave a good response spanning rem and and community standards. He then hit William Vereker with a question about a 30% rem strike at the LSE when he chaired the rem committee and issues at Santander which he quite rightly dodged, instead offering broad comments.

And then, finally, when all was said and done - we got proxy disclosure

And with that, the questions were done after a tortuous 3 hour webcast. Only then did Macquarie chair Glenn Stevens belatedly disclose the proxies, something which should have happened 5 hours earlier in an announcement to the ASX along with all the other pre-AGM material, such as his chair address. Watch this video via Twitter of how it unfolded.

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