Questions asked at 2021 Dexus AGM
October 25, 2021
Here is the text of questions submitted by Stephen Mayne at the Dexus AGM held on October 19.
Can chair Richard Sheppard please explain why he has been so
permissive with executive pay at Dexus over the years, culminating in today's
65% protest vote? Is he trying to create
another Millionaires Factory? After years and years of big bonuses, why on
earth did we then go with excessive retention payments? In light of today's
developments, is the chair planning to retire in the near term, particularly
given the scandals unfolding at Star Entertainment?
Which law firm advised on the constitutional amendment and
are we going to pay their bill given that the item had to be withdrawn
yesterday after opposition from proxy advisers and shareholders. What percentage
of proxies cast were against the proposal and what were we thinking in
proposing a constitutional amendment that could have allowed all future AGMs to
be online only? Whose idea was this?
When disclosing the outcome of his re-election and all other
resolutions today, could Warwick Negus and the chair comment on whether they
support the idea of publicly disclosing how many shareholders voted for and
against each item, similar to what happens with a scheme of arrangement? This
will provide a better gauge of retail shareholder sentiment on all resolutions,
including rem and the aborted constitutional change and was a disclosure
initiative recently adopted by Metcash and Southern Cross Media after their
AGMs.
As chair of the remuneration committee, could Penny Bingham-Hall
please justify how a CEO with years under their belt could possibly justify a
$3.5 million retention payment? Chair Richard Sheppard has made a passionate
defence of this arrangement. Does Penny agree that perhaps it is time for the
long serving chair to no longer serve on the remuneration committee. Could the
other rem committee member, Nicola Roxon, also comment on this situation?
There was also a 30% protest vote against the LTI grant.
Could Darren please comment on how he will respond to this message from
shareholders? Darren refused to comment.
Why was there a 9% vote against Warwick Negus's election
when he has only been on the board since January? Which proxy adviser
recommended against him?
Charter Hall has just agreed to buy ALE, a large landlord of
pokies pubs in Australia. Could Tonianne comment on her view about ESG
investment as it relates to the gambling industry. Would, for instance, Dexus
consider buying Crown's property assets or do we have a negative screen on
gambling properties. Could the chair also comment on this.
Does Penny agree that it doesn't make sense for investors to
vote 65% against the remuneration report but then only vote 10% against the
chair of the rem committee. Did Penny have any direct dealings with the proxy
advisers over their recommendation on her re-election?
When Penny was at Leighton, they build Star Sydney, wanted
to build Crown Melbourne and also built a number of casinos in Macau. Given her
presence on the newly formed ESG committee, what is her view about Dexus owning
or managing gambling assets, such as pubs or casinos.
Since 2019, Treasury Wine Estates has voluntarily moved to
annual elections for directors in line with best practice that occurs in the US
& UK. Dual listed companies like News Corp, BHP & Rio all do this due
to the laws in the US & UK. What does Tonianne think about this idea given
she is only planning to serve for 1 year. Could the chair comment on whether
Dexus will consider following suit to lead by an example on governance by being
more regularly accountable. Such a move
also assist with managing chair succession.
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