6 questions submitted at 2024 South32 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 remuneration report item? If so, what reasons did they give? Please don't say they are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant. Also, at next year's AGM will you disclose the proxy position to the ASX along with the formal addresses in line with emerging market practice in order to inform the market in a more timely manner. Otherwise, we are left asking questions in the dark, unaware if the big end of town investors and their proxy advisers have any concerns that us retail investors should be able to discuss.

Answer: The chair said everyone was in favour except ASA which recommended against item 7, related to leaving entitlements for executives. Watch video of exchange via Twitter, plus these extra comments rejecting early proxy votes disclosure.

Q2. At the past two AGMs, I've asked the South32 directors to bring forward a constitutional amendment which regularises the requirements for external candidates nominating for the board, by removing the current excessive barrier to entry which requires a candidate to secure nominating support from 100 shareholders or support from holders of 5% of issued capital, just to get on the ballot. This entrenchment provision makes it practically impossible for the board to face competition for their positions and, therefore, reduces accountability. Less than 5% of ASX listed companies have such a provision and if any company attempted to install it, it would be voted down by the shareholders and proxy advisers. Please name other ASX100 companies which operate with this provision. Why won't you operate like a normal ASX listed company instead of sticking with this undemocratic provision slipped into the constitution by the BHP directors at the time of the demerger just because they were annoyed that I ran for the BHP board in 2009 as part of a successful campaign to pressure them to walk away from the foolish proposed takeover of Rio Tinto.

Answer: The chair Karen Wood once again didn't give any ground, claiming a lack of demand from shareholders. Watch video of exchange via Twitter.

Q3. Could new director Sharon Warburton and the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Sharon and did they interview any other candidates? Did Sharon know any of our directors before engaging with the recruitment process?
Answer: The chair gave a detailed response at first and then Sharon Warburton explained what a small town Perth was.

Q4. In 2019, ASX50 company Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp and Rio Tinto all 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. Given that our old parent company BHP is voluntarily doing annual elections of directors, could re-election candidate Wayne Osborne and chair Karen Wood, the former BHP company secretary, both comment on whether they are prepared to examine a switch to the impressive annual elections model adopted by the likes of BHP, Rio Tinto and TWE. Do they agree that this model better respects shareholder authority when it comes to director selection?

Answer: The chair experienced annual elections at BHP and isn't opposed in principle, but doesn't sounds like it's going to happen at South32. Watch video of exchange via Twitter.

Q5. Having been in the job for almost 10 years, could CEO Graham Kerr 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 handed it straight over and then Graham Kerr gave a good accurate answer. He started with 100% then went 4 years when nothing vested before it started paying about last year. Watch video of exchange via Twitter.

Q6. The annual report says that we have 247,003 shareholders but less than 2% of them will have voted today. Politicians wouldn't tolerate a 98% no show in elections, so why do we? One way of tackling chronically low retail shareholder voting rates is to disclose how many shareholders actually voted for and against each item of business, like with a scheme of arrangement. Tabcorp did this yesterday. Even the ASX and Qantas embraced this practice last year. You have the data on how many of us voted, so why not disclose it to the market with the poll results, if only to provide some public ventilation of retail shareholder sentiment. It will also be interesting to see how the ASA decision to vote its hundreds of undirected proxies against this leaving entitlements item changes the overall numbers when compared with the other items of business. You've said no to most of my governance and transparency requests today, please be generous and give me a small win on this one.

Answer: The chair Karen Wood was tempted, but in the end failed to deliver. Watch video of exchange via Twitter.

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