5 questions lodged at 2023 Qube AGM
November 26, 2023
Below is the text of the 5 written questions lodged at the 2023 Qube hybrid AGM held on November 23, along with a summary of the answers and some video grabs. No early proxy disclosure and there was a 15% vote against rem and 11% against rem chair Jacqui McArthur, who is also the last remaining female director. Watch the 80 minute webcast.
Q1. 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. If so, what reasons did they give? Have there been any material protest votes? Also, in 2024 will you disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin, JB Hi Fi, Brambles, Carsales and NAB all do this. There is no need to hold back proxy disclosure.
Answer: Suspect it was Ownership Matters and ACSI which recommended against but chair refused to provide the names and suggested I subscribe to their service. Watch video of exchange via Twitter, plus this extra bit where he just says "no". There was a 15% vote against the rem report and 11% against the only female director, Jacqui McArthur.
Q2. Jackie gave an excellent answer at last year's AGM detailing the thorough and competitive recruitment process for new director Lindsay Ward. Assuming there are no protest votes like last year, she has also led the rem committee well after the 52% protest vote in 2020 just a few weeks after she joined the board. As the only female director on the board, could Jackie and the chair detail what pressure is being brought to bear by the likes of ACSI over the lack of female directors on the Qube board and is she pushing to change this? What is it like being the only female directors on the Qube board?
Answer: chair Alan Davies said he gets lots of letters and they are on track to meet 40-40-20 target by mid-2025. Watch video of exchange via Twitter.
Q3. QUBE has a history of doing non-renounceable capital raisings which are fully subscribed after taking into account the ability for retail shareholders to apply for additional shares equivalent to 100% of their entitlement. You have achieved remarkable participation rates from a clearly very loyal retail shareholder base. However, best practice with capital raisings is the so-called PAITREO, which fairly compensates non-participants and treats all shareholders equally. Next time, you do a capital raising, will you seriously consider joining others in the PAITREO club such as Origin, AGL, Carsales, NAB, CBA, Aristocrat, ANZ, Transurban and Computershare.
Answer: question wrangler Ben Pratt edited this back a touch, such that the chairman didn't appear to understand the reference to a PAITREO. Watch video of exchange via Twitter.
Q4. Why did Nicole Hollowes resign from the board on November 10, as opposed to the end of her 3 year term at this AGM. The October 9 announcement provided no reasons and came just 2 weeks before the release of the AGM notice of meeting on October 23, when shareholders were expecting she would be standing for election again. When independent directors abruptly resign, shareholders should be informed. Please explain. What happened?
Answer: Question was edited back losing clarity and then chair just said they'd complied by informing the ASX. Hopeless. Watch video of exchange via Twitter.
Q5. After the question wrangler made it clear that he thought 7 questions were too many at last year's AGM, I've reduced it to 5 this year and left this one to the end. Thank you for offering shareholders a hybrid AGM again and will you do this again next year? Also, it is not good practice to handle questions as one job lot, as opposed to following the agenda. At Qube board meetings, the chair doesn't read through the full agenda and then say "does anyone have any questions on any of that?" You've got an AGM agenda with 7 items of business, so please respect your shareholders and follow it next year by dealing with questions sequentially as we work through each item of business. Today's format was like 7 batsmen heading out to the crease at once.
Answer: chairman just thanked for the views and said the format would likely stay the same next year - watch video of exchange via Twitter.
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