16 questions lodged at 2021 Treasury Wine Estates AGM
October 25, 2021
Questions lodged by Stephen Mayne at the 2021 TWE AGM, plus a brief summary of the response.
1.
There are 5 proxy advisers in the Australian
market – Ownership Matters, ISS, CGI Glass Lewis, ACSI and the ASA. We know ASA is recommending & voting in
favour of all items. Have any of the other proxy advisers gone against the
board's voting recommendations today and if so, please provide the details?
Have there been any material proxy votes against any of the items of business
and will these be disclosed before the debate on each item?
No protests.
2.
Could Toni Korsanis please comment on why she is
too busy to continue serving on the Crown Resorts board, but has enough time to
step up and become chair of the TWE audit committee, even though she recently
became "executive vice chair" of global gambling company, Scientific
Games. Could Toni please clarify why she quit Crown and how much time she is
committing as an executive at Scientific Games.
Chair: no comment on other companies. Very comfortable she has the time to keep
doing a great job.
3.
Has the demerger of Endeavour Group from
Woolworths had any impact on TWE? Roughly what proportion of our Australian
sales used to go through Woolworths before the Pandemic and the demerger and
has this increased or decreased during the pandemic?
Chair: Endeavour important. CEO: no discernible impact. Relationship gone to
longer term strategic level. Steve Donohue great as we've transitioned our
operating model. Very pleased where it sits. EDG 8% in FY21. Retail became
larger.
4.
Paul Rayner has been chair for the past 9 years
and a director for ten and a half years. Can he cite another ASX200 company
which has had the same independent chair for the past 9 years, how much longer
does he intend to serve and does he believe his successor is currently serving on
the board.
Chair: yeah, proud of performance. Will go over the next 1-3
years. Robust succession plan in place.
5.
Congratulations to all of the directors for
agreeing to voluntarily put themselves up for election every year since 2019,
rather the opting for the normal 3 year terms. Annual elections is best
practice and mandatory in other markets such as the UK and the US. What sparked
this excellent move in 2019 and why hasn't any other ASX-listed company
followed suit, including boards such as Boral, Qantas, Myer, Webjet, Crown and
the like where our directors have served
in recent years. Have you thought about enshrining annual elections into our
constitution and at the same time removing the onerous requirements for
external candidates to nominate for the TWE board?
Chair: I think it is a good process that
we've put in place. Helps in succession planning process. Certainly helps in
annual review of performance. Really suits our purpose and is good governance.
6.
Could Gary Hounsell please explain how his
ownership of the Toolangi Winery in the Yarra Valley continues whilst he serves
on the TWE board. He's also very busy so could he explain how much of his time
Toolangi takes and what protocols are in place regarding information sharing
given that a small competitor is sitting inside our board room. Are there any,
or have there every been, dealings between Toolangi and TWE?
Chair: he sold it. Knowledge of wine industry invaluable.
7.
The approach of public company directors to the
widely rorted $90 billion JobKeeper scheme has been under intense scrutiny with
some companies choosing to pay JobKeeper receipts back to the ATO. Could we
hear from the chair and CEO on how TWE played JobKeeper and are we aware of how
widely accessed the scheme was within the broader Australian wine industry? Did
it prop up many of our smaller family owned competitor and could Gary Hounsell
disclose if his winery accessed JobKeeper?
Chair: we received nothing.
8.
With the recent passing of John Elliott, does
anyone on the board know if it was true that he used to regularly drink Grange,
even during business meetings, and even once in the 1980s instructed an
operative to buy up as much Grange as was available across Australia?
Chair: I did know John, he was not drinking
in our meetings.
9.
Rather than doing AGM debate as a job lot,
supposedly to accommodate slow internet connections of retail shareholders, why
not utilise the Link software which allows shareholders to nominate the item of
business they wish to ask questions on? Also, Link's system retains a record of
those questions asked that the shareholder can see. With Lumi, the written
questions just disappear into the ether.
Answer: we use Lumi.
10.
Have we considered doing a 15% share placement
to a Chinese government entity in order to facilitate the re-opening of the
Chinese market. This seems to have worked for Fortescue Metals. Please outline
what lobbying steps the company has undertaken in order to win favour with
Beijing and which other global wine producers have been excluded from the
Chinese market. Finally, does the ban extend to Hong Kong and have our sales in
Taiwan increased since the Chinese ban came into place.
Chair: we are not banned in Hong Kong.
11.
We are currently embroiled in a class action
where the two biggest class action law firms in Australia, Maurice Blackburn
and Slater and Gordon, are jointly taking us on. How did these two traditional
competitors come to be working together against us and please provide an update
on where the case is at, including the likely timetable for a trial. Are we
determined to fight all the way, like the Gary Hounsell-chaired Myer did, or
are we going to settle as we did in 2017 with Maurice Blackburn, when $49
million was handed over, without any admissions, of course!
Chair: defend vigorously.
12.
The annual report claims that we have almost
88,000 shareholders. When disclosing the outcome of all resolutions on your
website, could you please advise how many shareholders voted for and against,
similar to what happens with a scheme of arrangement? Rather than the outcome
being swamped by big institutional holders, this will provide a better gauge of
retail shareholders sentiment on all resolutions and was a new best practice
disclosure initiative recently adopted by Metcash and Southern Cross Media
after their AGMs.
Chair: we will follow the listing rules, so
no.
13.
Could the CEO and chair please comment on how
regularly they are in contact with the former CEO Michael Clarke and are we still paying him
for advice or engaging with him as a shareholder. Are there any incentive
shares for the former CEO still in play and is he still a shareholder?
Chair: not in regular contact, only spoken once. Receiving no money and giving no advice. Intend to play golf with
him in UK and still one year of LTIP in play. Not
sure if remains a shareholder.
14.
What discounts to the recommended retail price
do the directors get when buying our wine? Does the same deal apply to our
senior executives and the regular staff and are there any differences in the
terms for wine purchasing for directors, executives and staff located in
different geographies?
Chair: we get a discount. Think same as all
staff. Not a huge discount, let me assure you. CEO: Confirm we have the same
price list across the globe.
15.
Brands such as AAMI have ended their
relationship with the Spring Racing Carnival due to growing concerns over
animal cruelty and gambling. What is our position on this ESG issue? Looking at
ESG more broadly, are we aware of any institutional investors who have sold out
of TWE due to concerns about being associated with the alcohol industry, which
has been accused of selling an addictive product which causes considerable
harm.
Chair: very happy with Spring Racing Carnival sponsorship and not aware of any insto divestment. CEO: Wonderful marketing opportunity
to lead in this space.
16.
Why do you put the name, firm and phone number
of 15 analysts who cover TWE on your website? This is uncommon in Australia. Do
you have approval from all these analysts to disclose their details and
encourage shareholders to ring them and why don't you make access easier by
also including their email addresses?
Chair: I assume we have their approval.
CFO: I can confirm we do have approval. Helps with research.
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