7 questions lodged at 2024 ASX Group hybrid AGM
October 28, 2024
Below is the text of the 7 written questions submitted at the 2 hour 2024 ASX Group hybrid AGM held on October 28, along with a summary of the answers. Proxies weren't disclosed with the formals but excellent transparency with these voting results.
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 item? If so, what reasons did they give? 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 without publishing the full proxy adviser reports, of course.
Answer: Chair Damian Roche tried to claim they are confidential then went right ahead and said ISS was the only opponent of any resolution and it delivered the narrow 26% first strike on the rem report. watch video of exchange via Twitter.
Q2. Australia is in the midst of an unprecedented deluge of takeovers that has seen ASX listed entities fall by 170 or 7.4% to 2,124 since June 2022, including 20 straight months of declines. When was it last this low? There have been 27 major takeovers >$200m completed this calendar year. The ASX is losing many long standing names. There is a clear mis-pricing between public markets & private markets. Why are public markets not valuing ASX listed companies more highly? Does the incoming chair agree this is a problem for the nation?
Answer: There were lots of questions about the lack of floats, but this was pitched to examine the deluge of takeovers. No response as to how many years since listings have been this low. Watch video of exchange via Twitter.
Q3. Thank you to Damian Roche for his many years of service, including as chair. It is always helpful for investors to have access to some exit perspectives from retiring directors, especially chairs. In his final contribution as an ASX Group director, could Damian please comment on what he regards as the 3 best decisions ASX made during his time on the board and does he have any regrets?
Answer: As far as exit reflections go, this was one of the skinnier offerings. watch video of exchange via Twitter.
Q4. Charter Hall and AUB Group, the two ASX200 companies which David Clarke currently chairs, do not offer their thousands of shareholders hybrid AGMs, which is best practice in terms of maximising shareholder participation at AGMs. Instead, interstate Charter Hall and AUB shareholders are forced to travel to Sydney to participate in a physical AGM. Why does he do this? As the new chair of ASX, could Mr Clarke undertake to maintain the continuation of hybrid ASX AGMs for the duration of his chairmanship. If not, why not?
Answer: The outgoing chair should have let his successor answer this but said hybrids would continue and declared Clarke's practices elsewhere to be irrelevant. Clarke could be heard in the background supporting a hybrid for next year. Watch video of exchange via Twitter.
Q5. What was the process through which David Clarke was selected by the board to be chair-elect without any prior experience inside the ASX board room? Was a recruitment firm used & did the full board interview any other external candidates. Whilst Allco Finance Group was already well on the way to a debt default when the GFC hit in 2008 & before Mr Clarke came in as Allco's final CEO, could Mr Roche comment on the board's assessment of the optics of appointing a former CEO of a failed ASX200 company to chair the entire ASX Group?
Answer: Interestingly, Damian Roche said he wasn't involved in the process which was run by the chair of people and rem committee, assisted by a recruitment firm. No response as to whether multiple candidates were interviewed. Watch video of exchange via Twitter. David Clarke also gave quite a good campaign speech.
Q6. We have 55,509 shareholders but <1500 of them voted at last year's AGM. As a former Federal regulator, Wayne Byres knows that politicians wouldn't tolerate a 97% no show in elections, so why do we? What is causing this? One way of tackling tiny retail voting rates is to disclose how many shareholders voted. Thank you for initiating this disclosure last year and will you keep doing this going forward? Also, why not disclose the proxy position to the ASX along with the formal addresses to offer more timely market disclosure?
Answer: It was a bit odd to pitch this at candidate Wayne Byres as the question wrangler suggested, but chair Damian Roche committed to continuing with shareholder turnout numbers whilst resisting early proxy dislcosure. Watch video of exchange via Twitter.
Q7. Could Rob comment on whether he believes ASX ran a fair election process? As a fellow regular external candidate for boards, does he agree that it is annoying how public companies label challenging candidates "self-nominated". As if Wayne Byres and David Clarke didn't nominate themselves as well. Does he also agree that retail voter turnout is embarrassingly low, in part because very few notices of meeting and ballot papers are snail mailed to shareholders these days, even if they haven't opted in for online communications.
Answer: The question wrangler partly butchered this but the external candidate was very supportive of the process. Watch video of exchange via Twitter.
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