13 questions lodged at 2023 Technology One AGM
February 22, 2023
Here is the text of the 13 questions lodged at the 2023 Technology One hybrid AGM held on February 22, which lasted for 68 minutes with only the ASA rep and I asking questions. There was a disappointing amount of censorship of the questions and chair Pat O'Sullivan was very brief in those he did answer.
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: chair Pat O'Sullivan flagged that there was a coming 23% vote against the rem report.
2. I'm a local government Cr at the City of Manningham which uses Tech One, but I was surprised by the CEO's comment that local government "can't survive without us". How many of Australia's circa 550 local governments are currently surviving without Tech One and who are our biggest competitors when it comes to servicing the Australian local government market.
Answer: CEO said they have 77% of Australia's councils signed up.
3. Before last year's AGM, the now departed executive chairman and CEO authorised the release of an embarrassing ASX announcement defending their own pay and attacking proxy advisers and industry funds based on their commentary on the company's pay arrangements. Did any of independent non-executive directors on the remuneration committee see this statement because it was lodged with the ASX? Does new chair Pat O'Sullivan agree that this statement should never have been lodged with the ASX.
Answer: question butchered and merged with another but chair said the other directors were aware of the statement before it went out. Watch via Twitter.
4. Given the interesting discussions across a range of topics today, including this omnibus incentive grant resolution, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? This is particularly relevant given that the CEO was riffing to his slides, not reading a prepared text, as the chair did. The likes of ASX, ANZ, IAG, Domino's, Woolworths and Lend Lease all now produce AGM transcripts. Will we follow suit in 2023?
Answer: not asked.
5. When disclosing the outcome of voting on all resolutions today, including this proposed fee cap increase for the directors, 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 is a disclosure initiative adopted by the likes of Metcash, Altium, Dexus, Webjet and Tabcorp.
Answer: not asked.
6. Some of our critics believe our profits have historically been over-stated because we capitalise some software expenses. Similarly, a few years ago we were being more aggressive than presently on revenue recognition. Please summarise the change we made to revenue recognition policies and could the external auditor and audit committee chair explain why we don't more aggressively expense software and IT expenditure.
Answer: one of the few questions that was read out in full. Chair Pat gave his usual minimalist answer saying the revenue recognition issue was dealt with years ago and the capitalising policies were in line with other tech companiies. Audit committee chair and external auditor not invited to comment despite the questions being directed at both of them.
7. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he 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 90 seconds.
Answer: question butchered but CEO said he'd built up his stake through options grants over many years but had sold stock to pay tax and for family reasons. Watch debate via Twitter.
8. Thank you for offering shareholders a hybrid AGM this year and could re-election candidate Cliff comment on how he has found the experience. Is the chairman also a supporter of hybrid AGM and will Tech One commit to keep doing this in future years to maximise shareholder participation?
Answer: question butchered and not asked of candidate Cliff but chair made a smart alec comment about it allowing me to multi-task by attending 3 AGMs at once. This was the first AGM I've attended all year. He said the decision to go with a hybrid AGM would be made each year.
9. Does the chair think the proxy advisers and some ACSI members have taken their revenge by recommending and voting against the rem report after the founder's petulant performance last year, utilising the brief window provide by Josh Frydenberg to critique proxy reports before an AGM, something which the Senate intervened to ban.
Answer: merged with another question and you can watch the outcome via Twitter as chair blames "box-ticking" whereby one proxy adviser will always oppose anything to do with "retention" payments.
10. Before last year's AGM, the now departed executive chairman, along with the current CEO, authorised the release of an embarrassing ASX announcement defending their own pay and attacking proxy advisers and industry funds based on their commentary on the company's pay arrangements. As chair of the remuneration committee, did Jane have any input into this statement? Why wasn't she listed as having authorised its release? Does Jane agree that executives should not be speaking on behalf of the board about their own pay?
Answer: not asked specifically of candidate Jane although it was covered elsewhere as you can see via Twitter.
11. Given that the chair just read from a long prepared statement, why wasn't this lodged with the ASX before the meeting, along with his official chairman's address? Will a transcript of the remuneration statement be lodged with the ASX so that all Tech One investors have access to the arguments lodged by the new chair in defence of the company's pay arrangements in light of today's 23% remuneration report protest vote?
Answer: not asked, thankfully, as I got this wrong. The chair's rem comments were included in this formal address lodged with the ASX.
12. Could Cliff please comment on how he believes the new independent chair is travelling. Does it work having an out of town chair? It is a big change to move from a founder chair to an independent chair. Clearly the founder was closely involved in Pat's selection and Pat has been really talking up the founder today. Could Cliff comment on whether he believes Pat is sufficiently independent of the founder and could Pat comment on how often he communicates with the founder now that he is just a shareholder, albeit a large one.
Answer: question badly butchered by CFO such that Cliff thought I was asking about his independence from Adrian, not the chair's. Watch full exchange via Twitter. How hard is it to simply read a question out in full?
13. Cliff lives in Sydney and the company is based in Brisbane. Where are the other directors based and how often do you all get together in a room?
Answer: not asked
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