6 questions asked at 2023 Ansell AGM
October 24, 2023
Here is the text of the 6 written questions asked at 2023 Ansell hybrid AGM held on October 24.
Q1. Apart from the ASA opposing Neil Salmon's LTI grant, did any of the 4 other proxy advisers in the Australian market - ACSI, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? If so, what reasons did they give?
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 and why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other companies are now doing this. Will Nigel commit to making this change in 2024?
Q2. Thank you to John Bevan for his 11 years of service, the last 4 as chairman. It is always helpful for investors to have access to some exit perspectives from retiring independent directors, particularly chairs. In his final contribution as a Ansell director, could John please comment on what he regards as the 3 best decisions Ansell made during his time on the board and does he have any regrets?
Q3. Shareholders rarely get any insight into chair succession matters. Could Nigel Garrard provide his perspective on how the chair succession was handled. Was a head hunter or external party involved in the process or was it all done just with the assistance of the company secretary, like what happened at Macquarie Group. Were their multiple candidates for chair and was their a ballot. Did we look outside the existing directors for a new chair, similar to what Westpac announced last week when Stephen Gregg was parachuted in from outside to replace John Macfarlane as chair? Also, given that John Bevan is about to exit, wouldn't it have made more sense for Nigel to chair this meeting given that he is the future.
Q4. Thank you for offering shareholders a hybrid AGM this year and will Nigel commit to keep doing this in future years to maximise shareholder participation, albeit potentially with a later start than 9am. Is Nigel a morning person like Mr Bevan? Big companies like BHP, Boral, Brickworks, Commonwealth Bank, Fortescue Metals, Harvey Norman, Origin Energy, Santos, Ramsay Healthcare, Rio Tinto and Seven Group all banned online questions and voting in 2022, so well done for showing them up. What was the experience like from your end? Finally, will you join the likes of ASX, Myer, Tabcorp, Metcash, Altium and AUI and disclose the voting results by shares and shareholders, similar to a scheme of arrangement. This provide a public insight into retail shareholders sentiment and will encourage retail voting participation if taken up across the market as we will feel less swamped by the big institutional voters. This is particularly relevant on remuneration report votes likes this one which will probably have been opposed by a majority of voting retail shareholders.
Q5. Could CEO Neil Salmon 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 and the CEO could factually summarise the situation in 60 seconds.
Q6. Could new director Debra Goodin and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Debra and did they interview any other candidates? Did Debra know any of our directors before engaging with the recruitment process? Finally, how does this 2 Australian-based directors requirement work and why don't we change that constraint?
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