11 questions asked at 2022 Sims Group AGM
November 9, 2022
Here is the text of the 11 written questions lodged at the 2022 Sims Group hybrid AGM held on November 8 plus a brief summary of the answers. Only two weren't asked.
1. The chairman Geoff Brunsdon has served on the board for longer than most ASX200 chairs. Has he and the board made a decision yet as to whether the chair will be retiring at the end of his current term and does the chair believe the next Sims Group chair is currently serving on the board?
Answer: chair said he'd be retiring at the end of his current term and the next chair is on the board.
2. Well done for putting the climate transition plan up for a vote and congratulations on receiving 89% support on the proxies, which is higher than most companies. What was the trigger for making this call and what does the CEO and chair think about the debate as to whether climate transition plans should be put to shareholders for a non-binding vote every year or every third year.
Answer: given it's a long term plan, every third year is appropriate but we will be updating it every year.
3. Thank you for disclosing the proxy position early to the ASX with the formal addresses. When disclosing the outcome of voting on all resolutions today, including the remuneration report, could you please advise the ASX 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 and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.
Answer: chair said they'd look at it but didn't do it in the end.
4. Given the interesting discussions across a range of topics today, including this proposed LTI grant to the CEO, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003.
Answer: No commitment from the chair.
5. Well done for running a hybrid AGM today to maximise transparency and shareholder inclusion. Could Mr Bainbridge please comment on why this hasn't also happened at Beach Energy this year, where he serves as an independent director. Beach is holding a physical only AGM later this month. Will he advocate for hybrid AGMs at all the listed boards he sits on?
Answer: This is a Sims AGM, talk to Beach directly.
6. Could Mr Kato please clarify the average purchase price of Mitsui's 16.5% stake in Sims and whether Mitsui is happy with the investment. Are all related party transactions with Mitsui disclosed?
Answer: chair covered for the Mitsui rep but didn't answer the question.
7. How low can the Mitsui stake fall before they lose the constitutional right to appoint a director. Are there any circumstances where it could increase to a second director on the board and what is the maximum amount of directors we can have?
Answer: not asked as lodged it too late.
8. A constitutional right to appoint a director to an ASX board is very rare. How low can the Mitsui stake fall before they lose the constitutional right to appoint a director. Are there any circumstances where it could increase to a second director on the board and what is the maximum amount of directors we can have? Could the chair and Mr Kato comment on whether we could remove this constitutional right at next year's AGM and normalise the agreement to a commercial undertaking, not a constitutional right?
Answer: no further information provided and the only contribution Mr Kato made to the meeting was his prepared campaign speech.
9. Does having Mitsui as a 16.5% shareholder with a constitutional right to board representation complicate this partial takeover renewal decision. If we didn't renew this right, would Mitsui be the obvious party that could launch a partial takeover given it has already partially taken us over being the largest shareholder with an unusual constitutional right to board representation.
Answer: chair explained why partial takeover provision should be renewed and said Sims has had other larger shareholders than Mitsui over the past year and the access to industry information from Mitsui is invaluable.
10. Could Mr Field summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary Sims shares?
Answer: CEO didn't answer but chair dismissively said you can work it for yourself by looking at the ASX filings.
11. Well done on running a good hybrid AGM, disclosing the proxies early, winning strong voting support from shareholders on all resolutions and taking all online questions without censorship. The only minor improvement would be a video rather just audio webcast next year. Congratulations also to the chair on his long and successful leadership of Sims. When he retires, could his successor chair that AGM so shareholders can give that person a good work out in the Q&A session to better gauge what the future holds.
Answer: not asked because there was no looping back to final general business questions after the business of the meeting was dealt with.
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