6 questions lodged at 2024 KMD Brands hybrid AGM
November 19, 2024
Below is the text of the 6 written questions submitted at the 70 minute KMD Brands hybrid AGM held in Auckland on November 19, 2024, plus a summary of the answers and some video grabs via Twitter.
Q1. NZ AGMs are boring because there are so few things to vote on. NZ is also becoming a governance backwater as it continues to resist mandating annual voting on remuneration reports, which is standard in many countries. Will the chair undertake to consult with major shareholders & lead a board discussion on whether you will voluntarily put up a rem report for an advisory vote at next year's AGM? This is the law in Australia and we are dual listed on the ASX, so why don't we step up and adopt Australian market practice?
Answer: Like virtually all other Kiwi chairs, David Kirk knocked this request back, again, whilst noting it's a "bugbear" of mine. Watch video of exchange via Twitter.
Q2. Fonterra is ending its dual listing on the ASX to save money. How much extra does it cost us to be dual listed in Australia & NZ & if we were to delist from 1 of those exchanges, which would make more sense given the current split of the register & trading data. Restaurant technology company Task shifted its HQ & primary listing from New Zealand to Australia last year and was then taken over by a US firm. Have we looked at doing the same, particularly after the $350 million purchase of Australian-based business Rip Curl?
Answer: The chair... Watch video of exchange via Twitter.
Q3. Thank you for disclosing the proxies early, along with the formal addresses, to the ASX, 5 hours and 23 minutes before today's meeting commenced. This allows for a more informed debate given that the AGM is essentially an election outcome announcement event. Therefore, can chair David Kirk provide his analysis as to why there was 23.4m votes against his re-election but less than 2 million against the other two candidate facing the voters this season.
Answer: The chair... Watch video of exchange via Twitter.
Q4. When disclosing the outcome of voting on all resolutions today, including this ho hum audit pay item, please advise the ASX how many shareholders voted for & against, similar to with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment & was a voluntary disclosure initiative adopted by the likes of Tabcorp, ASX, Qantas & Myer. Your registry provider Link has delivered this initiative for the likes of Aussie Broadband, Dexus, Cobram Estates & GQG in recent years, so why not KMD too?
Answer: The chair... Watch video of exchange via Twitter.
Q5. How many enterprise agreements with unions does our company have across the business and are we worried about these ongoing proposed changes to industrial relations law by the Australian Govt such as the right to disconnect and "same job, same pay" rules. JB Hi Fi & Domino's both said at recent AGMs that they pay award wages, have no enterprise agreements & virtually non-existent union membership amongst its workforce. Is our situation the same? Also, what is the pay differential between our Australian and NZ store workers?
Answer: After a lecture from chair David Kirk about asking too many detailed operational questions, the CEO briefly explained that they have no union presence at the company. Watch video of exchange via Twitter.
Q6. Looking back with a sense of honesty and self-reflection, does David Kirk agree with the observation that he has a track record of overpaying for acquisitions. As the CEO of Sydney-based Fairfax Media leading into the GFC, it was Rural Press and Southern Cross Broadcasting shareholders who benefitted from his big spending ways. Then, fast forward to 2019, we clearly overpaid shelling out $A350m for Rip Curl. Can he point to any other major acquisitions on his CV which have worked out better for shareholders?
Answer: The chair... Watch video of exchange via Twitter.
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