6 questions lodged at 2026 Cochlear (COH) hybrid AGM

Q1. After our shares traded above $300 for much of 2024, it was a shock to see the share price crash to below $100 in May 2026 but at least it has since recovered to $144 today, albeit after dropping almost 2% this morning. No other ASX-listed stock has ever dropped by more than $200. If we had out time again, what would we have done differently both in terms of market announcements and strategic decisions? Surely a 40% drop in one day is simply unacceptable. Who has been held to account for that and what procedures have we changed to ensure this never happens again?

Answer: Actually, CSL managed a top to bottom swing exceeding $200 as well. The chair Alison Deans basically said they were hit by a perfect storm of issues all at once. Watch video of exchange via Twitter.

Q2. In relation to the accounts, KPMG have been our auditor since we were floated by Pacific Dunlop in 1995, which they also audited. How many competitive audit tenders have we run since 1995, when was the last one and when is the next one likely to be? If the answer is zero, just say that and don't explain 5 yearly partner rotation which we all know has been the law for more than 20 years.

Withdrew this question after an excellent earlier floor exchange where the chair said they would go to tender in 2027 so reworked it to the following:

"Just a small follow up to that excellent earlier floor exchange on the audit situation. Have you determined as yet whether KPMG will be invited to tender in 2027? Market practice is mixed on this question with long serving auditors. Where have we landed?"

Answer: The chair said this was yet to be decided. Macquarie let PwC bid last year and they've now retained the job, extending a 35+ years run. Contrast that with Auckland International Airport which had been audited by Deloitte for 25+ years but has told them they're determined to change so they're not allowed to bid. See wrap of recent Auckland AGM where this came up. Watch video of Cochlear exchange via Twitter.

Q3. Did any of the proxy advisers recommend against any of today's remuneration related items and have there been any protest votes against them? If so, please detail which firms recommended against and why? Also, please disclose the proxies earlier next year along with the formal addresses in order to provide more timely market disclosure and to allow for a more fully informed AGM. Many companies, including our own share registry provider Computershare, do this. Why can't you?

Answer: No rem protests at Cochlear, surprisingly. Despite what chair Alison Deans said, the proxies still hadn't been displayed to those of us online because they only flashed them on a screen viewable by those in the room. Another reason to just get with the program and disclose proxies early to the ASX with the formal addresses. Watch video of exchange via Twitter.

Q4. In relation to director elections could you please explain what caused the 9.5% protest vote against the re-election of independent director Karen Penrose last year and the 12.6% against vote she received in 2022? What is the issue and and have there been any material protest votes against the two directors up for re-election today, Sir Michael and Professor Robinson?

Answer: Why couldn't Cochlear chair Alison Deans simply explain the modest protest votes against audit committee chair Karen Penrose the last 2 times she stood for the board? She only dealt with this year's votes and said there were no protests. Was it overboarding? A failure to tender the audit for decades? This should have been explained. Despite claiming it had been explained previously, my account of the 2022 Cochlear AGM (see Q8) suggests that it wasn't 4 years back. I missed last year. Watch video of exchange via Twitter.

Q5. In 2023 CEO Dig Howitt gave a reasonable answer to the standard AGM questions on historical LTI vesting and share trading but didn't really address the share trading element. How many shares in the company, if any, has he sold since becoming CEO in 2018 and what was his average selling price? Also, what proportion of his potential LTI performance rights have lapsed over the past 3 years? Please don't say look it up in the annual report or through ASX announcements, it's complicated and the CEO could answer the questions in 60 second.

Answer: Because this question was lodged before kick off and asked towards the end of a 127 minute meeting, it gave the Cochlear spin doctors a chance to work up a script for chair Alison Deans which allowed CEO Dig Howitt to avoid saying that, amongst other sales over the years, he sold 5,457 Cochlear shares at $297.82 for $1.625m in August last year ahead of the subsequent share crash. The chair's summary only included that he has increased his stake from 25,000 shares to 64,000 shares during his 8 year run as CEO, which is only 1.8 times the minimum shareholding requirement. As for LTI vesting since his last answer in 2023, the chair said it averaged 45% vesting over the past 3 years. When given the call by his chair, Dig's only comment was: "The annual report is the best source of information." Err, no it's not. The horse's mouth is preferable and most other CEOs don't dodge this question as Dig did this year. Watch video of exchange via Twitter.

Q6. Who are the two directors managing the chair succession process, are they being supported by an external party, such as recruitment firm, and are we considering any candidates who are not currently on the board? It's fine to say no if you've been managing succession well in the past by ensuring we have multiple viable internal successors already on the board.

Answer: Out-going chair Alison Deans declined to name them or clarify if external candidates are being considered. But she did say they have procured some external assistance to help run the process. Watch video of exchange via Twitter.

Copyright © 2026 The Mayne Report. All rights reserved

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