7 questions submitted at 2024 Super Retail hybrid AGM

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 has this translated to material protest votes? Please don't say proxy adviser reports are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant. Has the Federal Court litigation been an area of focus for the proxy advisers?

Answer: The chair explained that Glass Lewis and ISS supported all resolutions. Watch video of exchange via Twitter, plus this later explanation on the Ownership Matters recommendation against the CEO's LTI grant which generated a 17% protest vote.

Q2. The CEO mentioned a strong vote in favour of our enterprise agreement, which was negotiated with unions and registered with Fair Work. Retail competitors like Accent Group and JB Hi Fi say they don't have any union presence in their businesses and mainly just pay award wages. What is the history of our retail business being more heavily unionised than other retailers and which parts of our workforce are not covered by union-negotiated agreements?

Answer: Would normally expect the CEO to take an operational question like this but chair Sally Pitkin did most of the talking, partly because she was the only director with a microphone in front of her. Watch video of exchange via Twitter.

Q3. Penny Winn election question: "Could Penny please comment on her experience with the board recruitment process that led to her appointment last December. Was a head hunter invovled? How many of the directors did she know before the appointment and how involved, if at all, was founder and largest shareholder Reg Rowe, given that he retired from the board in April last year and Penny was the first appointee after his retirement?

Answer: The chair once again should have let someone else read the question in full, but interesting that Penny did not meet the founder before her appointment, although he was in the room at the AGM. Watch video of exchange via Twitter.

Q4. As the only director on the stage today who joined the board after the Federal Court issues became public in April, could Col Storrie please comment on the level of briefing he received on this issue before signing up. As the incoming chair of the audit committee and someone with a reputation for hard-nosed action at companies like Qantas and Endeavour Group, does he belief he has had an impact on the management of this issue so far and how engaged is the audit committee on this issue?

Answer: The chair Sally Pitkin didn't ask Col Storrie to respond. Watch video of exchange via Twitter.

Q5. Do we really need to renew this proportional takeovers provision? I own tiny holdings in around 400 companies and have never received a proportional takeover but have voted on hundreds of these resolutions. What is the point? Does anyone ever launch proportional takeovers and what is wrong with it if they did? We're still controlled by our founder so isn't this provision even less necessary for us?

Answer: The chair strongly defended the need to put proportional takeovers to a vote before they can proceed. Watch video of exchange via Twitter.

Q6. Thank you to Sally Pitkin for her 14 years of service on this board, the last 7 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 Super Retail, could Sally please comment on what she regards as the 3 best decisions Super Retail made during her time on the board and does she have any regrets?

Answer: The chair Sally Pitkin read the question herself and then cited the COVID capital raising and cleaning up staff underpayments as noteworthy events. Watch video of exchange via Twitter, plus this final comment saying her only regret was leaving.

Q7. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, 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 chair should have allowed someone else to read the questions and then passed this one straight to the CEO. Instead, watch video of what happened via Twitter.

Copyright © 2024 The Mayne Report. All rights reserved

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