5 questions lodged at 2023 Healius AGM
November 28, 2023
Below is the text of the 5 written questions lodged at the 2023 Healius hybrid AGM held on November 28.
Q1. On November 21, The AFR's Rear Window published a critical article about our company including a claim that the CEO recently attended Wimbledon as a guest of Barclays, one of the major shareholders in Barrenjoey, which was paid $4.7 million to under-write our recent $187 million capital raising. Could the chair and CEO please provide a response to the article. Was it fair or unfair and have we made any changes as a result of it, such as different protocols on accepting corporate entertainment by service providers?
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Q2. Why did you limit retail shareholders to overs of just 25% of their entitlement when this will almost certainly guarantee a shortfall, diluting retail shareholders as a class. Was this the recommendation from Barrenjoey. Is the chair aware that dozens of major companies such as Wesfarmers, Bluescope, Stockland, Mirvac, Suncorp and Fairfax have offered unlimited overs when doing a non-renounceable offer over the years.
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Q3. Do any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - follow Healius? If so, did any of them recommend a vote against any of today's resolutions, including this remuneration report, and what reasons did they give. Please comment on any material protest votes lodged today. Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Carsales, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Will you adopt this practice at next year's AGM?
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Q4. Could the 3 new directors facing election for the first time today, and the chair, comment on the recruitment process that led to their appointment to the board. Was a head hunter involved, did the full board interview any other candidates. Did any of the new directors know any of the existing directors before engaging with the recruitment process?
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Q5. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Also, will a full copy of the AGM webcast be made available on the company's website?
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Q6. When disclosing the outcome of voting on all resolutions today, including this NED fee cap increase, 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 two 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.
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