8 questions asked at 2022 Pact Group AGM
January 16, 2023
Here is the text of the 8 written questions asked at the fully virtual 2022 Pact Group AGM held on November 16. Chair Raphael Geminder wasn't keen to talk about his controlling stake or intentions but see below for some answers sent by the company after the meeting. Listen to audio archive of 1 hour meeting.
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 resolutions so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?
Answer: no recommendations against or protest votes but you should ask them.
2. Is the chairman proposing to retain a controlling stake in the business for the forseeable future and does he have any plans to bring any of his children or family members into the business or onto the board? How long does he expect to remain as chairman?
Answer: not asked.
3. The shares have fallen 5% to a record low of $1.25 today. What is driving this? Could the auditor comment on the impairment assessment process and whether we need to consider write downs to reflect market reality?
Answer: the auditor said there was an impairment at the full year and it remains an area of focus.
4. Has the chairman or his family considered privatising Pact given the ongoing weakness in the share price?
Answer: not asked.
5. Net debt is $560 million and our market cap is down to around $450 million. Are their any market cap covenants in our banking facilities and has the board considered undertaking an equity raising to pay down debt?
Answer: no market cap clauses in the debt facilities and certainly no discussions about an equity raise.
6. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary Pact Group shares or bought any on market without relying on an incentive scheme to build his equity position in the company?
Answer: look at the annual report and ASX announcements.
7. 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: not asked.
8. Does the chairman have any margin loans against his controlling interest in the company and are these fully disclosed to the full board? Do any of our lenders have private banking arrangements with the chair, particularly in regards to his Pact shares?
Answer: not asked.
—————————————————————-
Here is the text of an email sent through by Pact executive Carolyn Ireland on November 21, 5 days after the meeting answering some of the questions that weren't covered at the AGM. The only disclosure of value was that the chairman doesn't have any margin loans over his controlling stake in the company.
QUESTION: Is the chairman proposing to retain a controlling stake in the business for the forseeable future and does he have any plans to bring any of his children or family members into the business or onto the board? How long does he expect to remain as chairman?
ANSWER: As noted by the Chairman prior to commencement of the Q&A, he was at the meeting in his capacity as Chairman of Pact and it was not appropriate for him to speak in relation to, or on behalf of, any shareholder, including Kin Group.
QUESTION: Has the chairman or his family considered privatising Pact given the ongoing weakness in the share price?
ANSWER: As noted by the Chairman prior to commencement of the Q&A, he was at the meeting in his capacity as Chairman of Pact and it was not appropriate for him to speak in relation to, or on behalf of, any shareholder, including Kin Group.
QUESTION: 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: Consistent with prior years, we have made available on our website an audio recording of the speeches given and business of the meeting, refer here.
QUESTION: Does the chairman have any margin loans against his controlling interest in the company and are these fully disclosed to the full board. Do any of our lenders have private banking arrangements with the chair, particularly in regards to his Pact shares?
ANSWER: The Chairman has confirmed that he does not have any margin loans, or private banking arrangements with Pact's lenders, in regards to his Pact shares.
Copyright © 2024 The Mayne Report. All rights reserved
