Q1. Thank you for disclosing the proxy votes early to the ASX in today's 40-slide AGM presentation pack. 5 of the 13 resolutions are likely to be defeated with 4 remuneration related against votes above 70%, including on this remuneration report item. Did any of the proxy advisers recommend a vote in favour of these resolutions or did our proposals outraged all of them? Normally in this situation, resolutions are withdrawn before the AGM. Why didn't we do that?
Answer: Turns out all the proxy advisers were against, as The AFR later reported. The out-going chair Lil Bianchi was nowhere to be seen in all of these debates. Do your job, Lil! Don't ask management to respond. She will not be missed and is being replaced by CFO Julian Sutton, a former NED who will now become executive chair despite being at the centre of the pay governance storm related to the back-dating of his enormously in the money options. Oh dear. Watch video of exchange via Twitter, plus these additional comments by CEO Dr Andreas Fouras who shouldn't have been talking on rem at all given the obvious conflict of interest. He called the Australian Shareholders' Association “the proxy adviser of greatest note”, because they recommended in favour of all 12 resolutions, and attacked the professional proxy advisers who recommended against 4 rem items today which went down with a whopping 70%+ against vote. Read the room greedy rich bloke. Be humble and listen! He even gloated about the company's flawless governance record. Not any more, mate, after today's effort! Besides, if your accounts have been qualified by the auditor in the previous 3 years, how does that constitute flawless governance?
Q1. The AFR's Street Talk column reported on October 15 that we were proposing bonuses to two our most senior executives because we "forgot" last year. What is the chair's response to the Street Talk column and the broader assertions made in the Ownership Matters report? Given the size of the proxy protest votes, it would appear that most major shareholders agree with Ownership Matters and not the board? If you had your time again, what would you have done differently on remuneration matters?
Answer: Not asked. Here's the video evidence of the multiple ignored online questions at the end of the 90 minute AGM. A very disappointing meeting from a process and governance point of view. The arrogance in not accepting the overwhelming decisions of shareholders was extraordinary. Someone else bravely raised the defeated $7m share gift to the 4D Medical CFO from the floor. Didn't catch the question but here's the audio of fast talking, life saving, company building CEO Dr Andreas Fouras pushing back and winning some applause from the floor.
Q3. What was the proposed constitutional change which prompted a 43% against vote on the proxies, meaning it will be defeated given any change requires a 75% super majority? Was it related to abandoning physical AGMs or capping board size, as these are two common moves made by boards which proxy advisers tend to oppose? Did you go to school on past protest votes likes this and which law firm provided the advice on this proposed change? Will you ask for a refund of the fees paid?
Answer: I clearly hadn't read the notice of meeting as the speculation above was totally wrong. 4D Medical was actually trying to change its constitution to double the cap on the employee incentive share scheme from 5% of issued capital to 10%. It's a $2.22b company! Where is the line? Shareholders said no. Management had a whinge. Board asleep at the wheel on rem governance. Watch video of exchange via Twitter, plus these additional comments by CEO Dr Andreas Fouras which completely lacked nuance. Why couldn't he say: “I understand Australian and US rem practices are different but we're an ASX200 company now and will listen”.
Q4. Given the earlier claims about ASA getting it right and the professional proxy advisers getting it wrong, will you release the head count data with the poll results so we can see how many shareholders voted for and against all items today, including on this proposed increase in the fee cap for directors? Many companies already do this to make public retail shareholder sentiment and the tiny turn out rates at public company AGMs
Answer: Not asked. Here's the video evidence of the multiple ignored online questions at the end of the 90 minute AGM. A very disappointing meeting from a process and governance point of view. The arrogance in not accepting the overwhelming decisions of shareholders was extraordinary.
Q5. Director candidates should give a speech at the AGM ahead of their election. Did we use a recruitment firm to source Prof Jenkins and which of our directors and executives did she know before engaging with the recruitment process?
Answer: Not asked. Here's the video evidence of the multiple ignored online questions at the end of the 90 minute AGM. A very disappointing meeting from a process and governance point of view. The arrogance in not accepting the overwhelming decisions of shareholders was extraordinary.
Q6. Given the size of the protest votes today, you should not have abandoned the agenda and called for questions as one job lot. You don't do that in board meetings and shouldn't do it at the AGM. Will you follow the agenda next year? At the very least, the director elections, remuneration and constitutional issues should have been separated out. Also, will a full copy of the AGM webcast be published on your website and thank you for offering a hybrid AGM this year. Will you commit to doing a hybrid next year as well?
Answer: Not asked. Here's the video evidence of the multiple ignored online questions at the end of the 90 minute AGM. A very disappointing meeting from a process and governance point of view. The arrogance in not accepting the overwhelming decisions of shareholders was extraordinary.
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