6 questions submitted at 2024 Ansell hybrid AGM
October 29, 2024
Below is the text of the 6 written questions submitted at the 2024 Ansell hybrid AGM held on October 29. No early disclosure of the proxies or protest votes.
Q1. Could new chair Nigel Garrard please comment on the biggest changes in board process, delegations, reporting lines or governance that he has implemented since taking over as chair after last year's AGM? Could the CEO also comment as to whether Nigel is more or less hands on than John Bevan as a chair?
Answer: The chair was quite amusing the way he said the CEO would definitely not be commenting, then added that all CEOs have a view about "too hands on versus too hands off". Nigel said he hasn't changed anything radically since assuming the chair. Watch video of exchange via Twitter.
Q2. 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 with another 10 deals announced and in the works. The ASX is losing long standing names such as CSR, Boral, Blackmores, Newcrest and Crown which have all disappeared over the past 3 years. There is a clear mis-pricing between public markets and private markets. Why are public markets not valuing ASX listed companies like ours more highly and what are we doing to avoid being gobbled up like so many other companies. Does the chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks? And do we have any takeover protections apart from FIRB and the ACCC? Would the requirement to have 2 Australian director be a takeover impediment?
Answer: The chair said the best defence was good performance and they have a defence advisers ready to act if anyone lobs a bid. Watch video of exchange via Twitter.
Q3. 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 without publishing the full proxy adviser reports, of course. Also, will you disclose the proxy position to the ASX along with the formal addresses next year to provide more timely market disclosure, as many ASX200 companies now do?
Answer: The old school chair said they'll follow the law and do nothing more. Watch video of exchange via Twitter.
Q4. Could the CFO please comment as to why he resigned on October 14 and could the audit committee chair please comment on how this unexpected change of CFO is likely to impact the operation of the committee. Under his contract, what are the restraints or gardening leave provisions in terms of Zubair being able to join a competitor?
Answer: The chair gave a nod to the CFO who was clearly in the room but hadn't been thanked earlier. Watch video of exchange via Twitter.
Q5. The annual report says that we have 38,270 shareholders but less than 3% of them will have voted today on this LTI grant to the CEO, which was opposed by almost 18% of voted shares at last year's AGM. 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, Suncorp, Qantas and the ASX itself have all done this over the past week. As a new chair Nigel, 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. This would in turn stimulate higher participation rates in future as retail shareholders won't feel powerless and swamped by end of town investors who dominate corporate voting in Australia, making retail voting pointless. And speaking of big shareholders, how do we manage our biggest shareholder Allan Gray, which is now up to 19%? Were they influential in the design of this LTI structure?
Answer: The chair said they'll follow the law and do nothing more. Watch video of exchange via Twitter.
Q6. Could the only candidate up for election today, Morten Falkenberg, comment on why he didn't push for a PAITREO capital raising earlier this year with pro rata and renounceable features which treat all shareholders equally. Does he agree that by structuring it as a placement and SPP, the 30,000 retail shareholders who didn't apply for the SPP were all diluted without compensation for their loss of property rights. Does he also agree that by announcing a ridiculously low $60m cap on the SPP, after completing an over-sized $400m institutional placement, many of your 38,270 retail shareholders didn't bother applying because it was obvious they were going to be heavily scaled back. And after more than $170m worth of SPP applications were received, why did Morten and his board colleagues only support a token increase in the SPP cap to $75m, meaning that almost $100m worth of retail applications were refunded? Given that the stock has since risen to $31.43, how is it fair that the unknown big end of town recipients of the $400m worth of placement shares are currently enjoying collective paper profits of $160 million, yet the miserable 8,480 heavily scaled back retail holders of the $75m worth of SPP stock, are only enjoying paper profits of $30 million. Don't you owe retail shareholders another SPP to compensate for this needless collective dilution of the retail class of shareholders in favour of the institutional class?
Answer: This had to be reworked because at first the question wrangler claimed it had already been covered in a questions from ASA so reworked it for general business and got a good result with the chairing using all of the familiar excuses. Watch video of exchange via Twitter.
Copyright © 2024 The Mayne Report. All rights reserved
