6 questions asked at 2024 Perpetual hybrid AGM
October 17, 2024
Below is the text of the 6 written questions submitted at the 3.5 hour 2024 Perpetual hybrid AGM held in Sydney on October 17. The proxies were disclosed with the formal addresses and biggest protest vote was 88% against the rem report.
Q1. Ahead of the voting on all resolutions today, could the chair please comment on whether the concept of a secret ballot was applied, or whether the company spent shareholder funds hiring proxy solicitors to engage with shareholders after they looked at their votes and discovered they weren't following the board's recommendation? As a former chairman of ASIC, does the chair also believe that the inability of external challenging board candidates to appoint independent scrutineers of the voting is a flaw in our system?
Answer: The chair Tony D'Aloisio provided no useful insights besides "we followed the law, of course" and wondered off on various tangents. Watch video of exchange via Twitter, plus these additional comments.
Q2. When disclosing the outcome of voting on all resolutions, including this remuneration report item, please advise the ASX how many of our 43,337 shareholders voted for and against each item, similar to a scheme vote. This will provide a better gauge of retail shareholder sentiment and insight into the chronically low retail shareholder participation rate. Other issuers have already blazed the trail, including Qantas, ASX, Metcash, AUI, Dexus, Webjet, Tabcorp and Myer. You've got the data, so why not be transparent and let the sun shine in?
Answer: The chair rejected the request but sort of said they'd look at it in future years, when he won't be there. Watch video of exchange via Twitter.
Q3. A 90% against vote on the rem report in the proxies certainly is humbling as the chair said. From a historical point of view, these are your competitors:
NAB, 2018: 88.43% against
Link, 2023: 83.14% against
Qantas, 2023: 82.93% against
Harvey Norman, 2023: 81.83% against
Did all 5 proxy advisers - ACSI, Ownership Matters, ISS, Glass Lewis and ASA - recommend against the rem report and what were their biggest gripes?
Answer: The chair explained that ASA was the only proxy adviser which recommended in favour. Watch video of exchange via Twitter, plus these additional comments by rem committee chair Nancy Fox.
Q4. Thank you for disclosing the market sensitive proxy position to the ASX along with the formal addresses at 9.54am, before the AGM commenced. The proxies show Mona attracted the largest against vote, 17.5%, of the 3 incumbent directors. Which of the proxy advisers recommended a vote against Mona, or any of the board endorsed candidates today and, if they did, what was their reasoning? Was the chair surprised Mona attracted 9m against votes compared with 6.4m for Paul and 3.3m for Phil?
Answer: The chair explained that ISS recommended against Mona because she serves on the rem committee. Watch video of exchange via Twitter.
Q5. Could the chair explain why the open proxies for the Rodney Forrest election are 13.1 million whereas they were below 1 million for all the other resolutions? Was this because Mr Forrest wrote to thousands of retail shareholders and successfully solicited for open proxies, because a few larger shareholders are keen to vote on this resolution from the floor or because of the way the voting materials were presented which delivered a large chunk of undirected proxies to the chair which will be voted against? Or, was it a combination of all 3?
Answer: The chair offered no useful insights. An explanation is warranted given the size of the vote in question. Watch video of exchange via Twitter. Also see Rodney's excellent campaign speech on the floor: part one and part two.
Q6. Given the interesting discussions across a range of topics today, & all the issues at stake going forward, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website until at least next year's AGM? The likes of Nine, AGL, ASX, ANZ, Domino's, IAG, Lendlease & Woolworths all routinely produce AGM transcripts. Will you follow suit today because more than 99% of your shareholders did not watch this 3 hour+ meeting live & deserve access to the record?
Answer: The chair Tony D'Aloisio wasn't persuaded and said they'd stick with just reproducing the 3.5 hour webcast. Watch video of exchange via Twitter.
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