6 questions lodged at 2024 Lendlease hybrid AGM
November 15, 2024
Below is the text of the 6 written questions submitted at the 132 minute Lendlease hybrid AGM held on November 24 2024. No early disclosure of the proxies in the formal addresses or extra data in these poll results.
Q1. As one of the biggest construction companies in Australia over many decades, we obviously have a long history of dealing with the CFMEU. Some of the ousted officials of the Victorian CFMEU have described engagement with our company over many years as their toughest and longest battle. Could CEO Tony Lombardo please provide some broad comments on how we managed the difficult process of dealing with the CFMEU during his time with the company and whether there has been any noticeable change since administrators were appointed.
Answer: The CEO offered surprisingly little on this front, almost sounding like the CFMEU were some sort of koala protection society to be consulted with and embraced. Watch video of exchange via Twitter.
Q2. Thank you to Michael Ullmer for his 13 years of service on the board, the last 6 years as chair. It is always helpful for investors to have access to some exit perspectives from retiring directors. Could Michael please comment on what he regards as the best 2 decisions made during his time on the board and what are his two biggest regrets? Also, could he please clarify the history with his predecessor David Crawford, given that both of you worked together for many years at KPMG, our long term auditor. Does Michael agree the optics were not great of having successive long term chairs who hailed from our long term audit firm, particularly given the shareholder experience and the earlier comments from shareholders about the lack of engineering and construction experience at the top of our company.
Answer: The out-going chair gave a lengthy response along the lines of saying the 2015 decision to move offshore big time was both a good decision and a mistake. He also downplayed the KPMG club component, saying he didn't work there that long and stressing that the audit had been recently tendered. I was probably overly influenced by a 1992 press conference I went to at KPMG where then senior partner Ullmer (Crawford was KPMG chair and the doyen of everything at the time) released a "how the Aussie banks lost $30 billion during the recession we had to have" report. Watch video of exchange via Twitter.
Q3. The AFR Street Talk column yesterday reported the following: "Street Talk understands Gillam has powered through a one-man roadshow of Lendlease's largest shareholders, giving John Wylie's Tanarra Capital and David Di Pilla's HMC Capital the opportunity to air their gripes in private (for a change)." Could our chair-elect please detail which major shareholders he selectively briefed, whether it was indeed a solo roadshow with no other Lendlease personnel present, and what he both learnt from these exchanges and promised our most public critics?
Answer: Both chairs reacted badly to the "selective briefing" language and the The AFR got a clip too. John Gillam then explained how he engaged with the big end of town and Michael Ullmer talked up engagement with the ASA. Maybe I'm just pissed off that no-one ever asked me for an opinion on who the new chair should be ahead of this AGM. Anyway, I'm all good with Gillam, although there are risks he'll rush in a little dictatorially when Lendlease is a very big beast, unlike anything he's seen before. Watch video of exchange via Twitter.
Q4. Could new director and chair elect John Gillam and the chair comment on the recruitment process that led to John's selection as the next chair. Which head hunting firm was involved, which major shareholders or proxy advisers influenced the process and did the full board interview John as a group and did they interview any other candidates? Did John know any of our directors before engaging with the recruitment process?
Answer: The out-going chair Michael Ullmer gave an incredibly detailed response including that two internal candidates put their hand up but were over-ruled by major shareholders who wanted an external appointment. Watch video of question being asked, plus these additional comments and the third installment, plus the closing remarks explaining how John Gillam joined the pre-AGM roadshow and won unanimous support.
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 remuneration report item? If so, what reasons did they give and did this translate into any material protest votes? Please don't say proxy adviser for and against recommendations are confidential. It is standard for companies to be across this detail and inform shareholders where relevant without publishing the full proxy adviser reports, of course.
Answer: The chair... Watch video of exchange via Twitter.
Q6. Lend Lease has 56,633 shareholders but less than 2% of them will have voted today on this latest LTI grant to the CEO. I'm curious to know what retail shareholders thought about this resolution, rather than just big end of town investors who dominate corporate voting. Therefore, when disclosing the outcome of voting today, please advise the ASX 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 on all resolutions and insight into Australia's chronically low retail shareholder participation rate. Our own share registry provider Computershare did this for the first time after its AGM yesterday so market practice is moving. It would also be better to disclose the proxies early with the formal addresses ahead of next year's AGM to allow for a more fully informed debate. Will John Gillam commit to doing this next year. I note he did neither of these disclosure initiatives at Nufarm and CSR and encourage him to move with the times as our new chair.
Answer: The out-going chair said these were considered points and it would be up to the new chair, who failed to deliver the extra voting data in this announcement. Watch video of exchange via Twitter. Strangely, Michael Ullmer also thought it was a good thing he disclosed the proxies before the poll closed, but it was after the debate. Watch what he said here.
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