11 questions asked at 2022 Lynas AGM
January 16, 2023
Here is the text of the 11 written questions asked at the 2022 Lynas Rare Earths hybrid AGM held on November 29. The meeting lasted for 84 minutes. Watch webcast archive.
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 have there been any material proxy protest vote? Will you disclose the proxy votes before the debate on each resolution 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: there were no protest votes and chair Kathleen Conlon noted this was one of my standard questions.
2. The Morrison Government was throwing cash at public companies in its final 12 months in an unprecedented manner. Did we get access to much of this and what sort of approach is the new Albanese government taking when it comes to providing direct assistance to critical minerals companies like Lynas?
Answer: CEO Amanda Lacaze gave a long answer basically saying China got it right over the past 30 years and the west still has trouble supporting industries. She would prefer infrastructure investment rather than direct handouts but has been happy with the support from both the Japanese and Australian governments - watch video one and video two via Twitter.
3. A question for auditor Gavin Buckingham
The accounts show we have audited net assets of $1.65 billion yet our market capitalisation is $7.75 billion. Are we being too aggressive in writing off investments rather than capitalising them? Where does the auditor draw the line between expensing cash outflows and capitalising them? Could the chair also comment.
Answer: standard response about following the accounting standards and chair had nothing to add - watch video via Twitter.
4. On page 49 of the annual report, it shows that the CEO sold 1.15 million shares during the year. Could the CEO please explain why she did this and whether she intends to sell any more shares.
Answer: solid detailed answers from both chair and CEO.
5. What is the history of individual NED fee increases at Lynas and what further increases are planned if this resolution is passed. Also, what geographic diversity do we have with our current 5 NEDs and are we planning to broaden? Do all of the incumbent directors live in either Perth or Sydney?
Answer: we pay below market, are looking to expand the board and have 3 directors in Brisbane, one in Sydney and one in Melbourne with expansion plans focused on the international market - watch video via Twitter.
6. With a market capitalisation of $7.55 billion and 52,000 shareholders, isn't it time to expand the number of independent directors from 5 to at at least 7 in order to diversify our skills matrix. What is the current director limit under our constitution and are there any special regulatory or government requirements around who can serve on the Lynas board, given the critical role rare earths play in supply chains and national security. For instance, could we appoint a senior member of the Chinese Government to our board?
Answer: yes, looking to expand with two more directors and there are no constitutional limits on that - watch video via Twitter.
7. If re-elected today, will the chair commit to this being her final 3 year term on the board given that she joined in 2011 and is no longer classified as independent by some governance groups after having served 10 years as a director. Also, does Kathleen believe that the next chair is currently serving on the board?
Answer: chair committed to this being her final term - watch video via Twitter.
8. Could the CEO summarise her past LTI grants as to whether they have vested or lapsed. Also, has Amanda ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build her equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated over many years and the CEO could factually summarise the situation in 60 seconds.
Answer: see answer to question 4.
9. 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 for those of your 52,000 shareholders who weren't able to attend in person or watch it live? 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. Also, our chair Kathleen Conlon serves on the Aristocrat Leisure board. Why does Aristocrat continually refuse to provide a webcast archive or transcript of its AGMs? Is it just embarrassed about debate relating to its 50% market share of Australia's poker machine market?
Answer: not asked.
10. When disclosing the outcome of voting on all resolutions today, 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.
11. Given our Mt Weld deposit and big investment in Kalgoorlie, surely we should be looking for at least one WA based director given we currently have none?
Answer: not asked.
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