AGMs

6 questions asked at 2024 Civmec hybrid AGM


November 4, 2024

Below is the text of the 6 written questions submitted at the 55 minute 2024 Civmec hybrid AGM held on October 30 in Singapore, plus a summary of the answers and some video grabs via Twitter.

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 on this remuneration report item? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? 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.

Answer: The company secretary didn't read the full question and then answered it saying there were no against recommendations. 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 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? Also, what is our Singapore connection?

Answer: The company secretary butchered this, which was fair enough given the length and lack of relevance at a just redomiciled Singapore company hybrid AGM. The Irish chair and co-founder didn't sound at all worried about a takeover. Watch video of exchange via Twitter.

Q3. As a former national secretary of the Australian Labor Party, could Gary please provide an update on his insights into and connections with the current leadership of the ALP in Perth and Canberra and does he believe that will assist with Civmec's attempts to navigate the current Defence procurement systems and processes being run by the Australian Government as it substantially steps up defence investment, including at Henderson?

Answer: The chair let Gary respond and Gary laid out his expertise and then said the Federal Government will act in the best interests of the nation before sincerely thanking me for the question. Watch video of exchange via Twitter.

Q4. Could executive chair James Fitzgerald please explain why we are putting all directors up for election. Is this the law in Singapore. It would be great if more ASX listed companies did this. Also, could James address the issue of whether he's open to moving to a conventional governance model by appointing an independent non-executive chair, which is not to suggest his performance is lacking in any way.

Answer:
One of the other directors explained that the redomicile to Australia caused the full board spill. Watch video of exchange via Twitter.

Q5. Thank you for running through today's lengthy agenda sequentially and resisting the temptation to conduct AGM debate as one job lot. Thank you also for offering a hybrid AGM today. And given the interesting discussions across a range of topics today, including this performance right grant to the executive chair, could Kevin undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's, IAG, Lendlease and Woolworths all routinely produce transcripts. Will you follow suit today?

Answer: Again, the company secretary butchered the question so all that praise wasn't read out. He committed to publishing an archive of the webcast, if that was possible courtesy of Computershare.

Q6.
Could new director Ambrose Law and the chair comment on the recruitment process that led to his appointment to the board. Was a head hunter involved, did the full board interview Ambrose and did they interview any other candidates? Did Ambrose know any of our directors before engaging with the recruitment process?

Answer: Doesn't sound like a head hunter was used but the full board did interview Ambrose. Watch video of exchange via Twitter.