9 Questions asked at 2021 BHP AGM
November 12, 2021
Here is the text of the 9 questions I asked at the 2021 BHP AGM, held on November 11.
1. Did any of the 5 main proxy advisers
in the Australian market - ACSI, ASA, Ownership Matters, Glass Lewis and ISS -
recommend a vote against any of today's resolutions? Has their been a material
proxy protest vote against any of today's resolutions? Why not follow ASA
guidelines and disclose the proxy votes before the debate on today's
resolutions so shareholders can ask questions if there have been any protest
votes?
Answer: no help from the chair who
didn't really understand the question.
2. Why did you send the 312 page annual
report to shareholders who haven't signed up for electronic communications when
Australian law this year only required a one page letter alerting
shareholders to the online materials.
How was this sustainable and cost effective practice? Why not just send the 50
page notice of meeting, given that is what the AGM is about?
Answer: chair claimed annual report
only went to those who opted in. So why did I get one?
3. Well done for finally committing to
unifying but why did it take this long? Don Argus was the chair of two
companies which created merger-driven DLCs around 20 years ago - Brambles and
BHP. Brambles unscrambled their DLC in
2011 yet we waited another decade? Why?
Answer:
A detailed response explaining that UK business now only produces 5% of the
profit and the cost of unification has fallen by $US1.2 billion.
4. Best practice AGM transparency is now
moving to providing a full transcript of the AGM, not just access to an archive
of the webcast which is time consuming to wade through. Will BHP follow the lead
of companies like Woolworths, Crown Resorts, AGL and ASX move to best practice
by publishing a full transcript of today's AGM for the first time.
Answer: no commitment.
5. The WA State Government has about $50
billion of debt, even after iron ore royalties jumped from $1.1 billion in
2007-08 to almost $10 billion in 2020-21. With total WA iron ore production
hitting almost 900 million tonnes in 2020-21, generating revenues of more than
$200 billion and pre-tax profits of more than $100 billion, is it politically
sustainable to stave off future royalty increases or another resources super
profits tax proposal? Is there another resources jurisdiction in the world
which has been so profitable for those private companies given a licence to
access a state owned resource?
Answer: detailed answer from chair
Ken MacKenzie acknowledging that public balance sheets have been impaired by
COVID but returning to the old line of capital being scarce and countries needing
to compete for it by keeping their costs down.
6. Do Ken and the board like the annual
election of directors as required under UK law and will this be continued
voluntarily after the re-unification back to Australia, where directors get 3
years terms. Could Ken comment on what he sees as the pros and cons of annual
elections of directors?
Answer:
Yes, we are committed to continuing it voluntarily.
7. After the Juukan Gorge disaster, Rio
Tinto responded by appointing their first ever Indigenous director to the board
in former WA State Labor Treasurer Ben Wyatt, who also joined the Woodside
board. Congratulations on Indigenous employment reaching 7.2% in Australia and
can the chair see the day when we too will have an Indigenous Australian
sitting on the BHP board.
Answer: Yes, but no time frame
provided.
8. What is the nature of our
undertakings to the Australian government dating back to the Billiton merger in
terms of board and CEO composition and location. How Australian do we have to
be and once the DLC is collapsed, are we likely to return to having a majority
of Australian based directors? What is the minimum amount of Australian based
or Australian citizen directors that we could?
Answer: The CEO and CFO must reside
in Australia but all this will be up for discussion with the government as part
of the re-unification.
9. I've never understood why boards
continue to resist opinion-based resolutions when these are standard in the US.
What is so wrong about a group of shareholders putting up a resolution that
expresses an opinion. It's a great way to gauge shareholder sentiment. You've
been accommodating on certain climate issues so please be more accommodating on
this question of opinion based resolutions by voluntarily accommodating them
when the constitution gets reworked as part of the re-unification?
Answer:
check transcript.
Copyright © 2024 The Mayne Report. All rights reserved
