10 questions asked at 2022 Capitol Health AGM
November 15, 2022
Here is the text of the 10 written questions asked at the 2022 Capitol Health virtual AGM held on November 15, along with a summary of the answers and links to some audio via Twitter.
1. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on each resolution? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?
Answer: didn't see any.
2. Many companies have tried and failed to change their constitutions to allow for virtual only AGMs. Shareholders and proxy advisers clearly don't like this. When did we acquire the constitutional power to do a virtual only AGM and will you commit to holding a hybrid AGM next year so that shareholders wishing to attend physically are able to do so.
Answer: a couple of years ago.
3. Richard Loveridge and Andrew Demetriou both played AFL football in the 1980s, albeit for Hawthorn and North Melbourne respectively. Could Richard comment as to whether they are football friends and also whether he believes Andrew should run for the board again in 2024 after his current 3 year term expires. There was a 20% vote against Andrew's re-election last year and most long serving Crown Resorts directors have departed all public company boards after the various scandals hit that company. Given Andrew has re-entered the gambling industry by associating with News Corp's BETR outfit, it is appropriate that he remains chairman of a listed health company? Could Andrew also comment on this gambling association and his record at Crown.
Answer: Loveridge said they were friends, Demetriou said he would be going at the end of his term and declined to comment on the gambling issues. Watch video via Twitter.
4. Well done on recruiting a medical expert like Kevin Shaw to the board. Could Kevin and the chair comment on the recruitment process. Was a head hunter involved, did the full board interview Kevin and did they interview any other candidates? Did Kevin know any of our directors before engaging with the recruitment process?
Answer: Demetriou said multiple candidates were examined and Kevin said he didn't know any of the directors before joining the board. Good.
5. Given the interesting discussions across a range of topics today, including this proposed constitutional amendment, 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: Demetriou said shouldn't be a problem.
6. When disclosing the outcome of voting on all resolutions today, including this propose new DRP, 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 on all resolutions 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: not asked.
7. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary Capitol Health shares or bought any on market without relying on an incentive scheme to build his equity position in the company?
Answer: LTI grants are in the annual report and CEO said hadn't bought or sold any on market - listen to audio via Twitter.
8. Monash IVF admitted at last week's AGM that it was making up-front payments to secure new clinicians into its system. Do we have to make up-front payments to attract new radiologists and, if so, how is this accounted for? Do we write it off up front or book as an asset and then amortise over the length of the contract, like what Monash IVF does?
Answer: CEO said they don't book to the balance sheet - list to audio via Twitter.
9. There was a 17% vote against Richard's re-election. What was the issue?
Answer: Richard Loveridge didn't know but noted that his protest vote was higher than 3 years earlier.
10. Why was there a 15% vote against Kevin. Not independent given he's a professional radiologist?
Answer: new director Kevin Shaw and Andrew Demetriou didn't know why and the chair pointed out that shareholders have been calling for a medical expert to join the board. Kevin said he wasn't conflicted by being a current radiologist.
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