AGMs

6 questions lodged at 2024 Qantas hybrid AGM


November 4, 2024

Below is the text of the 6 written questions submitted at the 130 minute Qantas hybrid AGM held in Hobart on October 25, 2024, along with a summary of the answers and some video grabs via Twitter. Only question 4 on the chairman's lounge was censored. The proxies weren't disclosed early with the formal addresses but they did provide transparency in these poll results.

General business question

Q1. Former AFR Rear Window columnist Joe Aston has done enormous damage to the Qantas brand over the past couple of years, with his multiple scoops about our company and searing commentary. Tomorrow, The AFR, The Age and The Sydney Morning Herald will be running extracts from Aston's soon to be published book, “The Chairman's Club: the inside story of how Qantas sold us out”, which will be launched in Sydney next week. Were we too combative in the way we managed Aston, such as the strategy of temporarily banning The AFR from Qantas lounges. Have any of our directors or senior executive met Aston and how are we going to manage him going forward? Have we been given an opportunity to review the book, have we co-operated in any way and what is our strategy in dealing with it once it is launched next week?

Answer: chair John Mullen said he'd met with Joe, they shouldn't have banned The AFR from Qantas lounges and they had no early insight into book and also hadn't officially co-operated with it - watch video of exchange via Twitter.

Remuneration report question

Q2. Does new chair John Mullen think it meets broader community expectations - and even shareholder expectations - that the adult children (aged 26 or under) of Qantas board members can fly to London and back in First Class three times every year for free. The market value of those tickets is around $60,000. They can also fly return between the east coast and Perth in Business Class nine times each every year for free. The market value of that benefit is around $45,000. That's per child! Is there an FBT liability for this Qantas director family perk and who pays it? Also, would it be a breach of contract to abolish this perk without compensation and why isn't this entitlement disclosed in the annual report or the remuneration report?

Answer: John Mullen claimed this is standard practice at airlines around the world and doesn't cost shareholders, which is not strictly true given that these are reserved seats. He also confirmed Qantas pays the FBT. Watch video of exchange via Twitter.

John Mullen election questions


Q3. Thanks to new chair John Mullen for continuing the voluntary practice at Treasury Wine Estates of putting all directors up for election each year since he assumed the top job at that company in 2023, complying with the best practice governance rules for public companies in the UK and the US. As part of the governance repair program at Qantas and to lift board accountability to shareholders, is he prepared to attempt to persuade his colleagues to do the same at Qantas, starting in 2025. What do the candidates up for election today think about also subjecting themselves for shareholder approval at next year's AGM. The sky hasn't fallen in at TWE or BHP, where directors simply average 95%+ support every year, rather than every third year. Some of us love voting in favour of public company directors, so please let us do it more often.

Answer: The chair said he was prepared to keep the practice going at TWE but wasn't that impressed by it. Given all that is going on, he said this wasn't top of his Qantas agenda but he would look at it - watch video of exchange via Twitter.

Q4.
How is the new chair settling in as the gatekeeper for the exclusive Chairman's Lounge. Is he satisfied with the explanation as to why the Prime Minister's son was admitted during Richard Goyder's chairmanship. I asked former Qantas chair Leigh Clifford about the Chairman's Lounge in 2018 and he said the following:

"This is a commercial undertaking. We are offering to people not for a reward for good service to the community, but it's a commercial undertaking. People who fly a lot with us are looked after or they're corporations who have arrangements with us. I tend to get involved when someone has been for a number of years not flying very much & the decision made by management is that they're to be downgraded. Once they get that letter on occasions they contact me & I look at the circumstances."

Is this similar to your experience so far, Mr Mullen, and what do you think of the Qantas Chairman's Lounge operation, particularly for elected officials?

Answer: not asked.

Rem reports and CEO LTI grant resolutions

Q5. 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 proposed LTI grant to the CEO. If so, what reasons did they give and has this translated into a material protest on this item or any of the other items of business? Also, why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other issuers now do this and such disclosure will reduce the need for questions like this at next year's AGM.

Answer: The chair said only ISS was opposed to the rem report and ran the usual rubbish line about holding back the proxies to not make voters in the room feel their votes are worthless - watch video of exchange via Twitter.

Q6. Could CEO Vanessa Hudson summarise her past LTI grants as to whether they have vested or lapsed and what she thought about the board's intervention to cut executive bonuses this year. Also, has Vanessa ever sold any shares in the company or bought any on market without relying on an incentive scheme to build her equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated over Vanessa's 30 year stretch with Qantas and the CEO could factually summarise the situation in 60 seconds.

Answer: The CEO hasn't ever bought any on market, sold some shares to pay off her Sydney mortgage but didn't provide insight such as "I've had full vesting in 3 years and no vesting in 4 years" but 30 years is a long time, although material bonus shares would not have been in play in those early years. Watch video of exchange via Twitter.