6 questions lodged at 2023 Integral Diagnostics AGM
November 29, 2023
Below is the text of the 6 written questions lodged at the 2023 Integral Diagnostics hybrid AGM held on November 29, plus a summary of the answers and some video grabs via Twitter. All resolutions supported by more than 90% of voted stock.
Q1. Which of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - follow us? Did any of them recommend a vote against any of today's resolutions, including this remuneration report, and, if so, 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 incoming chair Toby Hall commit to adopt this practice at next year's AGM?
Answer: the chair neatly explained that all proxy advisers had recommended in favour - watch video of exchange via Twitter.
Q2. Chair Helen Kurincic was last elected in 2020. When did she decide not to seek another term and why did it take until September this year to appoint the next chair, Toby Hall, to the board, leaving him just 2 months to get up to speed before taking over the chair role. Could Toby comment on what has surprised him during his first 2 months on the board.
Answer: the chair explained the recruitment process and then Toby said he'd been impressed meeting the group's radiologists and seeing the board governance in action.
Q3. There was an 11.3% protest vote against the remuneration report last year. What was the issue and did we make any changes this year?
Answer: the chair explained the 3 changes that had been made - watch exchange via Twitter.
Q4. Could the 2 new directors facing election for the first time today, Ingrid and Toby, comment on the recruitment process that led to their appointment to the board. Was a head hunter involved and could the chair clarify if the full board interviewed any other candidates? Also, did any of the new directors know any of the existing directors before engaging with the recruitment process?
Answer: The perfect answer from chair Kurincic. A head hunter was involved, it was a competitive and skill-based and none of the existing directors knew the candidates. Watch video of exchange via Twitter.
Q5. Radiolologists are clearly a major stakeholder for us. Are we going to return to having a radiologist director given that Nazar Bokani resigned from the board when he moved overseas. Are radiologists worried that they are going to be undermined by AI and could both Toby Hall and the CEO comment on what steps we are taking to maintain good relations with this most important stakeholder group. How contractually protected are we from a mass defection of radiologists to a competitor or from a group of radiologists setting up their own practice competing against us?
Answer: The CEO made a good case for how they engage with and look after radiologists.
Q6. Thank you to Helen Kurincic for her 9 years of service. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a director, could Helen please comment on what she regards as the best decisions Integral Diagnostics made during her time on the board and does she have any regrets?
Answer: Helen said the 2015 float, refusing to sack staff during COVID and board governance were her favourite memories. Didn't engage on the regrets. Watch video of exchange via Twitter.
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