Q1. PwC has been our long term auditor. When did we last tender the audit and when are we next planning to tender the audit?
Answer: PwC has been the forever auditor of Fisher and Paykel and last faced a competitive tender in 2016. The NZSA and I were on a unity ticket raising this issue. Nope. Chair Neville Mitchell declared they have no plans to run another tender any time soon. NZ is a governance laggard! Watch video of exchange via Twitter.
Q2. Given that we've got 5 remuneration resolutions on the agenda, why not go the next step and offer shareholders an Australian-style non-binding vote on the remuneration. Could Sydney-based chair Neville Mitchell, who has dealt with dozens of rem report votes during his career, comment on whether he's had any board or major shareholder discussions about this issue. If Xero and Fletcher Building voluntarily put up rem reports for the vote, why don't we?
Answer: The chair Neville Mitchell claimed he did a road show of major shareholders and there was no interest in having an Australian-style rem report, so they would stick with following the law in New Zealand. Really? Why would any rationale shareholder surrender an opportunity to hold management pay practices to account? Watch video of exchange via Twitter.
Q3. Why aren't you disclosing the proxy votes? Did any of the proxy advisers recommend a vote against any of today's remuneration items, including this proposed performance rights grant and has there any a material proxy protest vote against? If so, what were the issues of concern?
Answer: chair Neville Mitchell trotted out the hopeless old arguments about not wanting to influence voting by disclosing the proxies whilst the ballots are still open. We wouldn't do this in political elections, he said. The AGM is essentially an election outcome announcement event so the better analogy is that Neville's approach is like getting Antony Green to run his election night analysis and commentary without having access to any of the voting results. At least Neville admitted ISS recommended against the proposed lift in the board fee cap, which caused this 20% protest vote, a number we only got after all the resolutions had been dealt with. Watch video of exchange via Twitter.
Q4. Given that new director Anna Curzon hails from Xero, which does put up its remuneration report for the vote each year, would she support Fisher and Paykel doing the same, especially considering we are dual listed in Australia where remuneration report voting is mandatory?
Answer: Chair Neville Mitchell blocked Anna from answering this question, declaring “the board has rejected this idea”. Watch video of exchange via Twitter.
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