7 questions asked at 2024 Bapcor hybrid AGM
December 2, 2024
Below is the text of the 7 written questions submitted at the 2024 Bapcor hybrid AGM held on October 16 at Melbourne Airport. There was no early disclosure of the proxies. See big rem protest votes.
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, including this rem report? If so, what reasons did they give and will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protests? Best practice is now to disclose the proxies to the ASX along with the formal addresses to offer more timely disclosure to the market? Will you adopt this practice at next year's AGM?
Answer: Watch video of exchange via Twitter.
Q2. The executive chair said in his address today that some major shareholders had advocated for him to take on the combined role of CEO and chair. Could he please clarify which major shareholders successfully advocated for this approach and whether any shareholders have expressed concern about this approach. Also, why didn't Mark Bernhard, who is up for election today, insist that Angus put himself up for election today, which is the common practice for executive chairs such as John Gay at Gunns, Gerry Harvey at Harvey Norman and Kerry Stokes at Seven. Executive chairs should not use the voting exemption for CEOs.
Answer: Watch video of exchange via Twitter.
Q3. I am happy to vote in favour of these sign on rights for Angus but would like a commitment from Angus to put himself up election as a director at next year's AGM, if he remains in the executive chair position. He is talking about bringing greater accountability to Bapcor and such a move would increase his own accountability to shareholders. Is he prepared to make this commitment?
Answer: Watch video of exchange via Twitter.
Q4. There was 32% against the sign on payments and a material vote against the second rem item. Please explain the different levels of shareholder protest on these 3 resolutions and did there really need to be 3 separate Angus pay resolutions and no resolution for his election to the board.
Answer: Watch video of exchange via Twitter.
Q5. In terms of the Australian operation, how many enterprise agreements with unions does Bapcor have across the business. It is never easy to implement restructuring programs in heavily unionised work forces. Please summarise the level of union coverage across out business and whether this includes multiple enterprise agreements with prescribed redundancy arrangements. Which are the key unions we are dealing with as we downsize and rationalise out operations?
Answer: Watch video of exchange via Twitter.
Q6. Which advisers did we hire to handle the Bain offer and which advisers did Bain have on the job? How much have we spent so far on takeover defence? Could the executive chair outline his personal experience during his career in defending takeover offers in public companies? Does he agree that the Bain takeover offer was a distraction from his rapid-fire restructuring program and has it impacted how he communicates about the program given the importance of keeping the share price about the indicative Bain offer price?
Answer: Watch video of exchange via Twitter.
Q7. Thank you to Margie Heseltine for her 8 years as service on this board, including the last 3 as chair. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a Bapcor director, could Margie please comment on what she regards as the best decisions Bapcor made during her time on the board and does she have any regrets? Also, what are her thoughts about Bapcor adopting the controversial executive chair governance model at this time in its history.
Answer: Watch video of exchange via Twitter.
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