7 questions asked at 2024 SG Fleet virtual AGM
October 23, 2024
Below is the text of the 7 written questions submitted at the 35 minute SG Fleet virtual AGM held on October 22, 2024 plus a summary of the answers and some video grabs via Twitter. The proxies weren't disclosed with these formal addresses and there were 10% protest votes against both directors up for election.
Q1. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - issue a voting report on our company ahead of today's AGM? If so, did any of them recommend a vote against any of today's resolutions including on the remuneration report? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes?
Answer: The question wrangler was needlessly cagey saying it was all top secret. Watch video of exchange via Twitter.
Q2. Congratulations on making it through 10 years as an ASX listed company and adding value after CHAMP raised $188.5m from public investors at $1.85 a share. Long term investors have done well with the current price of $2.70, although clearly there have been capital raisings along with the way given our present market cap of $923m. Nothing much seems to change at SG Fleet as for the past 10 years we've had the same controlling shareholder, chair and CEO. Is anything ever going to change and how have communications with the JBerg based controlling shareholder evolved over the years?
Answer: The chair Andrew Reitzer out-lined a bunch of changes to the business, which is going well, and said there was no changes on the horizon in terms of the leadership duo. Watch video of exchange via Twitter.
Q3. Did we conduct a full tender last year before deciding to replace Ernst & Young with KPMG for the external audi?. Who audits our South African parent company and could new audit signing partner Joshua Pearce from KPMG offer up some observations as to why the $590 million in claimed net assets on the balance sheet and at such a discount to the current market capitalisation of $923m? Do the chair and CEO have a view about this as well? Watch video of exchange via Twitter.
Answer: No, they just switched to KPMG without a tender to line up with the South African parent, given the efficiencies this delivered. The new auditor made some comments about balance sheet valuations. Watch video of exchange via Twitter.
Q4. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, since the 2014 IPO has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? 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 CEO gave a good summary with the key point being that he held a big stake since the time of the 2014 IPO and hasn't sold any of these shares since, so he's well aligned. Watch video of exchange via Twitter.
Q5. Edwin Jankelowitz re-election: How old is Edwin and is he intending to serve a full 3 year term having first joined the board in 2015. Can he comment on the strength of his independence and cite any examples in the board room where he stood up for minority shareholders. Does he have any history with either Region Group or our long term chair Andrew Reitzer and what was the process that led to his appointment in 2015?
Answer: Edwin disclosed that he is 81 and intends to serve a full term through until the age of 84. The chair Andrew Reitzer explained that Edwin was his CFO back in the day at Metcash, which is all a bit cosy. Watch video of exchange via Twitter.
Q6. Tex Gunning election: It's a bit unusual to have the CEO of Region Group, Peter Mountford, and the CEO of Leaseplan, Tex Gunning, both serving on this board, along with our CEO. Do they have the time to attend to all board duties and have they considered having someone else represent their organisations on this board. Could Robbie comment on what it is like have two other industry CEOs sitting on this board?
Answer: The CEO explained that Tex is no longer CEO of Leaseplan but provides excellent industry insights. He still copped a 10% protest vote. Watch video of exchange via Twitter.
Q7. There were 10% protest votes against both directors. There is no secret ballot in Australian corporate voting so you know who voted against. Was it Regal or Wilson, our two disclosed substantial institutional investors? Did a proxy adviser trigger this. No need to name names after the overly cautious answer to the earlier question?
Answer: the question wrangler stepped in again on this one explaining that they don't know what any proxy advisers recommended and didn't know who voted against because beneficial holder voters are often aggregated by the custody firms. They clearly don't care given the South African parent company controls it with a 51% stake. Watch video of exchange via Twitter.
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