6 questions asked at 2023 Computershare AGM
November 26, 2023
Below is the text of the 6 written questions lodged at the 2023 Computershare hybrid AGM held on November 15, along with a summary of the answers and some video grabs. See webcast of 65 minute meeting. There were no material protest votes and they rejected a request to disclose results by shares and shareholders.
Q1. The likes of Dexus, Brambles, Carsales, NAB, JB Hi Fi, Origin Energy, Viva Energy and many other companies have all disclosed the proxy votes to the ASX before their latest AGMs started along with the formal addresses. Will the board agree to do this next year so that interested shareholders and other stakeholders, including institutional investors and proxy advisers, have an early insight into the proxy position before the AGM debate commences. Why withhold only the voting data slides from the presentations lodged with the ASX when this can easily be disclosed at a time of the company's choosing during the meeting itself without disrespecting those participating in the debate. Also, did any any of the proxy advisers recommend a vote against any of today's resolutions.
Answer: chair said all proxy advisers were in favour besides ASA opposing the 2 rem items. No promises on early proxy disclosure. Watch video of exchange via Twitter.
Q2. Now that Computershare founder and former CEO and chairman Chris Morris is off the board, how do we engage with our fourth biggest shareholder who still owns 5.32% of the company or 32.1 million shares worth almost $800 million? Does our CEO have regular catch-ups with Chris and what about his sister, Penny, who was also a director and one of our biggest shareholders only a few years ago. Are any of the Morris family children involved in the Computershare business?
Answer: the CEO gave an excellent detailed response - watch these warm comments about Penny and these subsequent remarks about Chris.
Q3. In April 2021, Computershare set a yet to be matched precedent in the Australian market when it included the following words in its announcement after the retail shortfall bookbuild following the completion of a capital raising:
"The bookbuild was covered 3.7x at the floor price of $13.55 with the company receiving 44 bids for a total demand of $549 million at that price. The clearing price of $14.55 was covered 1.2x with the company receiving 15 bids at that price for a total demand of $189 million. Of the successful bids, 6 of the 15 investors received their allocation in full. The highest bid was $14.85 with 0.2% coverage."
Congratulations for blazing the trail on transparency. Why don't you think any other listed company has ever provided such bookbuild disclosure when raising equity from investors?
Answer: love the fact this CEO champions the PAITREO capital raising model to protect retail shareholders - watch video of exchange via Twitter.
Q4. Automic is the newest well capitalised entrant into the Australian share registry and investor relations business, backed by an Australian Rich Lister and private equity. How is our market leading position holding up in terms of being the named share registry provider for ASX listed companies and are margins contracting due to the increased competition from Automic's arrival?
Answer: CEO said margins were holding up fine and Automic was serving the small end of the market but didn't have the personnel expertise to match Computershare. Watch video of exchange via Twitter.
Q5. Our excellent CEO Stuart Irving was appointed in 2014. 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 and the CEO could factually summarise the situation in 60 seconds.
Answer: provided the most detailed and comprehensive answer of any CEO to this question. The range has been 0 to 100% since 2017 and the average is 40% - watch video of answer via Twitter.
Q6. 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 voluntary disclosure initiative adopted by the likes of Metcash, Altium, AUI, Dexus, Webjet, Tabcorp and Myer over the past three years. The ASX itself and Qantas both did it for the first time this season. You've got the data, so why not let the sun shine in.
Answer: CEO Stuart Irvine confused this with the ask in Question 1 and made it sound all too difficult when Myer managed it no problems this year. Watch video of exchange via Twitter.
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