5 questions asked at 2023 APA AGM

1. APA has a market capitalisation of $10.3 billion and is the largest listed company which remains a trust, rather than a regular company. Does the chairman agree it is time to just pay the extra tax and regularise our corporate structure to replicate what every other ASX50 company does?

Answer: not asked.

2. After receiving $324 million worth of Share Purchase Plan applications in September, the board used its discretion and lifted the SPP cap from $75 million to $200 million, gave a minimum $2500 allocation to all 27,554 applicants and provided the precise data on participation rates. Thank you for these initiatives but wouldn't it have been fairer to do a PAITREO capital raising and why did the initial capital raising plan envisage such a large $675 million allocation to institutions through the placement, with retail holders only asked for $75 million or just 10% of the $750 million raising. It sounds like we were just an after thought.

Answer: not asked.

3. Could you please put up an amendment to the constitution at next year's AGM removing the constitutional barriers for an external party to nominate for the board. No other ASX50 company requires 5% of shares or 100 shareholders to support a candidate to simply get on the ballot. It's normally just self-nomination or the support of 1 shareholder to run for a board. Why do you continue to support this undemocratic barrier to entry and when will you regularise your constitution to bring it into line with standard market practice? Could newest director and candidate today Nino Ficca comment on this. How would he have felt chasing 100 shareholder signatures from at least 5% of the total stock on issue, just to be nominated?

Answer: chair Michael Fraser said "we are already doing what you have asked for". The question was wrong because APA has adopted a deed poll which allows unitholders the right to nominate a candidate 60 days before the AGM without any onerous requirements, as can be seen in this ASX announcement. On the question of rem report voting, APA have adopted a corporate governance framework which is designed to be as consistent as practicable with best practice procedures of ASX-listed companies. This includes holding an advisory vote on APA's remuneration report at each annual meeting as well as applying the ‘two strikes' regime. Watch video of exchange via Twitter.

4. At last year's AGM there was a 20% protest vote against both the election of James Fazzino and the board's climate transition plan, despite the chairman claiming that no proxy adviser recommended a vote against any of the 4 resolutions. As a candidate up for re-election today, could Peter Wasow comment on how he and the board responded to last year's unexpected and unusual protest votes? Have there been any similar protest votes against any of the directors today?

Answer: chair Michael Fraser took the question and provided a standard response about engaging. He also said APA's climate reporting had improved. Watch video of exchange via Twitter.

5. The AFR reported on August 11 that Morgan Stanley's infrastructure investing arm had emerged as a competing bidder to APA for Alinta Energy's power assets in the Pilbara. The same paper later reported that APA bid against itself and rival bidders were a fiction. Given that Morgan Stanley was one of our advisers on the deal, could Shirley comment on whether the board investigated its role in the bid and these AFR reports which seemingly drove up the price we paid in a very small field, citing a Morgan Stanley vehicle as a rival bidder.

Answer: chair Michael Fraser admitted that conversations were had when the article appeared but stressed that APA had very good intelligence on the bidding landscape and did not overpay. Yes, they all say that. Watch video of exchange via Twitter.

Copyright © 2024 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel