7 questions asked at 2022 Starpharma AGM
January 16, 2023
Questions asked at 2022 Starpharma hybrid AGM, which was held on November 29 and lasted two hours and 20 minutes. The formal addresses dragged on for an hour and this archived AGM webcast only lasts 91 minutes so there appears to have been some editing down, potentially including some of these questions listed as "not asked" below.
1. Thank you to Zita Peach for many years of service on the Starpharma board which concludes at the end of this meeting. It is always helpful for investors to have access to some exit perspectives from retiring directors. In her final contribution as a paid director today, could Zita please comment on what she regards as the best decisions Starpharma made during her time on the board and does she have any regrets?
Answer: not asked.
2. Do any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - cover us and, of those that do, did any recommend a vote contrary to the board's recommendation today? 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: not asked.
3. Could the CEO summarise her past LTI grants as to whether they have vested or lapsed. Also, has she ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his 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: the moderator only read out up until where the italics starts and then the chair sort of of finished it. Jacqui took a crack at the gender typo, pointed out she spent 100k buying shares on market and then confessed that all past LTI grants had lapsed due to lack of performance. Watch video via Twitter.
4. Well done in securing the services of Dr Davies who is eminently qualified for the task. And thank you for disclosing the existence of past dealings with his consulting business. Could Dr Davies please disclose the total value of work that his consulting firm has charged Starpharma and detail when the engagements first began. Could the CEO and chair comment on whether it is intended to maintain the level of spend at similar levels going forward now that Dr Davies has joined the board, even though a majority of the historical payments have gone to other partners in his consulting firm?
Answer: not asked.
5. Could John Wise please detail which top 20 shareholders are supporting his nomination today and how he found the engagement process with the board. Was the recruitment firm comprehensive in its assessment of his qualifications and has he found the contested election process fair so far? For instance, did the board provide him with free access to a digital copy of the share register?
Answer: Simon Mawhinney from Allan Gray, David Hosey, Maurice Cousins and one other top 20 shareholder voted for the challenging candidate. He said the interview process was productive but he wasn't provided with a digital copy of the share register. Watch full question and response via Twitter.
6. The annual report discloses that we have 5 substantial holders with stakes above 5% and collectively they own 42% of the company. None of them are the usual suspects such as the big global index funds Blackrock, Vanguard and State Street or industry funds like Australian Super, or big retail funds like AMP and Perpetual. Could someone comment on how we engage with our largest shareholder, Allan Gray Australia, which owns 12.32%. Did Mr Wise engage with Alan Gray? Also, why does Allianz own 10% when they appear on very few Australian share registers. And who is M&G Plc and UIL Ltd? Are all these investors passive institutions and could Mr Wise comment on how many of the top 5 that he engaged with directly?
Answer: not asked.
7. Corporate elections in Australia are not a secret ballot. Share registries routinely provide companies with access to information on who has voted for and against resolutions. Have any Starpharma directors or executives been looking at the identity of voters ahead of today's meeting and has this caused any communications with those shareholders about their vote, whether it be on this remuneration report item, or the subsequent director election motions?
Answer: not asked.
Also interesting was this effort by chair Rob Thomas in pre-emptively disclosing that the proxy advisers were in favour of all rem resolutions.
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