AGMs

6 questions lodged at 2024 CSL hybrid AGM


October 29, 2024

Below is the text of the 6 written questions submitted at the 2024 CSL hybrid AGM held on October 29 at the RACV Club in Melbourne. Unfortunately, 4 of these questions were censored even though the entire meeting was wrapped up in less than 2 hours. There was no early disclosure of the proxies and they copped both a rem strike and a major protest against the CEO's LTI, which was hardly discussed because they didn't follow the agenda.

Q1. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 170 or 7.4% to 2,124 since June 2022, including 20 straight months of declines. There have already been 27 major takeovers above $200m completed so far this calendar year as the ASX loses many long standing names such as CSR, Boral, Blackmores, Newcrest and Crown. Does the chair agree there is a clear mis-pricing between public markets and private markets, as evidenced by the drought of floats to replenish the ASX ranks. In this current Darwinian environment, why should we still be legislatively & constitutionally protected from takeover, unlike 99% of other ASX listed companies? Does the chair agree the share price would be higher if these parochial and nationalistic provisions were removed. What would be wrong with a Big Pharma rival buying us, just like we can buy them? Which of our rivals have these sorts of protections?

Answer: watch the first part of Brian's answer decrying the lack of innovative new companies in Australia, followed by these comments saying a big CSL takeover bid would probably get approved by Canberra.

Q2. In terms of AGM process, please stick with the excellent hybrid model next year, but why not disclose the proxies to the ASX earlier along with the formal addresses as many others now do? Also, please return to the normal process of taking questions on each resolution sequentially, rather than this job lot model. You don't throw the agenda out at board meetings and ask directors if they have any issues to raise on any item all at once, so please don't do it at the AGM. It disrespects retail shareholders and reduces the focus on important individual items of business. Finally, when disclosing the poll results to the ASX later today, please include the data on how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment and insight into the chronically low retail shareholder voting participation rates in Australia. ASX, Qantas, Myer, Suncorp & Tabcorp all do this.

Not asked

Q3. We've got a big US business and operate globally. Could the Australian-based chair and the US-based CEO please comment on what they see as the risks and opportunities if the US people re-elect Donald Trump as US President next week. Which of the two parties and candidates have stronger policies in terms of advancing the interests of our sector and global trade more generally?

The moderator replied on this: "Hi Stephen, We have taken a question from the floor on this topic and won't be putting this one forward. If we run short on time, which are your top two questions?"

Q4. Which of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against the remuneration report, delivering today's narrow first strike with 26% against on the proxies. There was also a 23% protest vote against the CEO's LTI grant, which is obviously linked to the rem strike. What problems did the proxy advisers and their voting clients raise with the company and are we going to make any changes next year as a result?

Not asked.

Q5. Our share price is too high. Please seek approval for a 10-for-1 share split at next year's AGM. Such a lofty share price makes it harder for retail shareholder to be issued new stock when there is a dividend reinvestment plan and it also complicates rounding up and rounding down requirements when you do a $30,000 share purchase plan. For shareholders of modest means like me, who can only afford the minimum $500 purchase in companies to attend their AGMs, it is annoying to have to spend $582 buying 2 of your shares based on current prices. If a share split is good enough for Nvidia, why not us? By moving on this issue, you would also set a good precedent for the boards of other highly successful but now overpriced companies such as Macquarie Group, Cochlear, Commonwealth Bank, Wisetech, Xero and Pro Medicus. Having already done a 3-for-1 share split before, there's no reason not to do it again. Will the board seriously discuss this issue and consult with shareholders on this matter?

Not asked.

Q6. Over his 30-plus years at CSL as CEO and chairman, why has re-election candidate Brian McNamee never done a material divestment or demerger. BHP has done 3 demergers of Bluescope, Onesteel and South32 over the past 25 years. Does Brian agree that a demerger would be an easy way to get around the increasingly ridiculous and anachronistic legislative and constitutional takeover restrictions which tie CSL to the ASX and Australia, a country which generates less than 10% of our revenue. Also, as things stand today, health permitting is Brian currently intending to stand for re-election again in 2027 or is this likely his final term on the board?

Answer: This really got chair Brian McNamee going for almost 5 minutes, starting with his first major exit which was a 20-30 bagger. And watch this defence of the trade sale of the animal health business to Pfizer. On the retirement question, he didn't rule out running again in 2027.