7 questions lodged at 2024 Telstra hybrid AGM
October 16, 2024
Below is the text of the 7 written questions submitted at the 3 hour and 20 minute 2024 Telstra hybrid AGM held on October 15. The proxies weren't disclosed early with the formal addresses and there was a 15% protest vote on 2 rem items.
Q1. Thank you to Niek van Damme for his 6 years of service on the board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In his final contribution as a Telstra director, could Niek please comment on what he regards as the best decisions Telstra made during his time on the board and does he have any regrets? Also, why is he going after just 6 years and could he offer some reflections on how the chair succession was handled over the past 18 months?
Answer: The chair Craig Dunn took this one himself. Ridiculous. Watch video of exchange via Twitter, plus these final comments when he fails to hand over to Niek. Was he worried about what he would say?
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 on Roy Chestnutt's re-election? If so, what reasons did they give & will you disclose the proxy votes before the debate so shareholders can ask questions 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. Plus see chair's later explanation of what proxy advisers recommended.
Q2. Why is only 1 director up today? In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice in the US & UK. Dual listed companies like News Corp & Rio Tinto do this due to the laws in the US and UK and BHP has continued doing it even after its UK DLC ended in 2021. Can new chair Craig Dunn undertake to investigate Telstra following this TWE lead & move to annual elections at the 2025 AGM? Our former chair John Mullen has promised to keep doing this as the new TWE chair.
Answer: The chair explained that 4 were up last year and said they'd look at annual elections but don't hold your breath. Watch video of exchange via Twitter.
Q3. Could CEO Vicky Brady summarise her past LTI grants as to whether they have vested or lapsed since she joined Telstra in 2016. Also, has she ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build her equity position. 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: The chair monopolised this one as well. Ridiculous. Watch video of exchange via Twitter.
Q5. Competitor TPG yesterday announced the $5.25 billion sale of its fibre assets to Vocus, which is controlled by a Macquarie fund after being privatised a few years ago. Did we bid for these assets or were we not allowed to on competition grounds? What, if anything, will this transaction mean for our business and the wider industry?
Answer: The chair said they didn't bid based on assumed ACCC opposition but the robust price re-affirms value of Telstra's fibre assets and the decision to retain 100% ownership. Watch video of exchange via Twitter.
Q6. Elon Musk is actively promoting misinformation on Twitter in his attempt to help Donald Trump win the upcoming US election, raising questions about his suitability to do business with. What is the scale of our current dealings with Musk-controlled businesses such as Starlink, Tesla, SpaceX and Twitter? Could there come a point where it is too toxic to deal with him based on his increasingly erratic behaviour? Do we advertise on Twitter or have Teslas in our vehicle fleet?
Answer: The chair Craig Dunn straight-batted this saying Starlink is an important partner in regional areas. Watch video of exchange via Twitter.
Q7. I understand that today's remuneration strike (correction: it was 15% against) was because accounting changes allowed the executive team to narrowly achieve the ROIC and EBITDA hurdles which resulted in a $7m gain for the executive team that would otherwise not have paid out. Could the rem chair respond to this explanation and also summarise the impactful accounting changes that were accepted. Do we now recognise this was a mistake that angered shareholders who delivered the rem strike? How are we going to respond to this?
Answer: Rem chair Elana Rubin was never given a chance to respond as chair handled entirely. Watch video of exchange via Twitter, plus see chair's explanation of what proxy advisers recommended, plus these introductory comments leading into the rem items..
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