17 questions asked at 2021 REA Group AGM
November 12, 2021
Below is the text of the 17 questions asked at 2021 REA Group AGM held on November 11. All but a couple were asked.
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? Excluding the News Corp
shareholding, has their been a material proxy protest vote against any of
today's resolutions? Will you disclose the proxy votes before the debate on
today's resolutions so shareholders can ask questions if there have been any
protest votes?
Answer: There was some opposition but no detail provided.
2. Could Hamish please detail how he
communicates with News Corp being their nominee as chair. As the controlling
shareholder, what access do News Corp's co-chairs and controlling shareholders,
Rupert and Lachlan Murdoch, have to REA documents and internal information? Is
there a controlling shareholder protocol in terms of information flows?
Answer: the protocols
are strict and long standing and I don't talk to Rupert or Lachlan about REA.
3. Our market power is clearly growing and with
a market capitalisation of more than $20 billion, we clearly have significant
control over some of the value chains in the Australian property market. Could
the CEO comment on how our engagement and relationship with the ACCC works. For
instance, would we be able to become number one in the mortgage broking market
or directly move into the real estate agency market.
Answer: we would love to be number one in mortgage broking and don't have many
dealings with the ACCC.
4. Former Labor Prime Minister Kevin Rudd has been campaigning for
consumers to boycott REA products as part of his campaign against the so-called
"Murdoch media". Could the CEO comment on whether these political
attacks have had any impact and could the News Corp nominated chair comment on
what risks he sees if we face a Federal Labor Government which is hostile to
News Corp.
Answer: not asked.
5. The CEO has declared his personal passion for
taking action on climate change. Could he comment on whether he was pleased to
see the recent change of heart by the News Corp tabloids, where REA is a big
advertiser. Are any of his pay incentives linked to sustainability or climate
change outcomes?
Answer: this is not a News Corp meeting and we believe in taking action on
climate change.
6. All of the directors have done a great job
delivering for shareholders. Who holds the power at News Corp in terms of
whether the NEDs should receive more cash. Hamish, as chair you appear to be
underpaid compared with other chairs of companies capitalised at more than $20
billion. Have you asked the Murdochs for an increase in your chairman's fee and
are you paid any additional monies by News Corp or Murdoch entities outside of
REA?
Answer: I get nothing else from the News Corp apart from the chairman fee.
7. We clearly didn't JobKeeper. Why did we make
a tiny Jobkeeper claim and then choose to repay it. Was this a mistake to claim
in the first place?
Answer: A subsidiary with minority shareholders initially claimed it at the
request of the minority shareholders but then we paid it back.
8. Is Jennifer comfortably being associated with
News Corp and the Murdochs given the way they have run climate denialists
campaign, have been associated with Donald Trump? What does she think of the
Rudd and Turnbull attacks on the News Corp?
Answer: the independent director played a straight bat, as did chair Hamish
McLennan.
9. Could Jennifer please explain her role in the
recent selection of a new independent director and how the independent
directors act together to ensure good governance is maintained, particularly
given the Murdoch family's poor record on corporate governance. Does she feel
she has enough access to management and company information on issues like
related party transactions such as the advertising deals between News Corp and
REA.
Answer: stop being so focused on News Corp. The governance is fine here with the
independent directors meeting with each other, plus separately with management.
10. Hamish, isn't it time to break away from the
Murdochs given that you are building a career as an independent director at
other companies? Could Michael Miller comment on whether News Corp would be
open to Hamish transitioning to independent chair rather a News Corp nominee.
Answer: not asked, probably as filed it too late.
11. There was a big 27.9m share vote against
Hamish with shares worth more than $4 billion cast against his re-election.
What changes will be made to address the concerns of independent shareholders
and which of the proxy advisers recommended against Hamish?
Answer: we will engage to better understand the situation.
12. Thanks for disclosing the proxies ahead of
the debate on each resolution. Given the interesting discussions across a range
of topics today, could the chair undertake to make an archived copy of the
webcast plus a full transcript of proceedings available on the company's
website.
Answer: we'll take that on board.
13. There was a 19m share protest against these
LTI grants. Why was News Corp able to vote on this resolution and the
remuneration report given that some of its nominees are paid and what were the
concerns raised by the proxy advisers about Owen's LTI grant?
Answer: all shareholders are allowed to vote and the proxy advisers want more visibility
on the performance hurdles.
14. What is the actual plan in terms of
increasing chair or director board fees if this resolution is passed today? I'm
relaxed about a big increase given you have performed so well for shareholders.
Answer: thank you for the praise, no detail
on potential pay rise provided.
15. There was a big 18.5 million vote against
item 5B. Was this based on potentially abandoning physical AGMs? Many other
companies have dropped this proposal. What haven't we?
Answer: not asked, probably as filed too late.
16. Given that a clear majority of independent
shareholders have voted against a number of resolutions today, including item
5B and the LTI grant, could the independent directors comment on how seriously
they will take these protests, particularly given they are also in line for
this pay rise? Do the independent directors meet with key proxy advisers and
independent shareholders?
Answer: Yes, we will engage with proxy advisers and independent directors.
17. When disclosing the outcome of all
resolutions, will the chair agree to publicly disclose 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 and was a disclosure initiative recently adopted by Metcash
and Southern Cross Media after their AGMs.
Answer: no commitment.
Copyright © 2024 The Mayne Report. All rights reserved
