AGMs

6 questions lodged at 2024 Regis Healthcare hybrid AGM


November 26, 2024

Below is the text of the 6 written questions submitted at the 93 minute Regis Healthcare hybrid AGM held in Camberwell on November 26, 2024, plus a summary of the answers and some video grabs via Twitter. No protest votes and proxies were disclosed early with these formal addresses.

Q1. Ernst & Young have been our external auditor for the entire 10 years that we've been a public company. What is the history of EY's relationship with our business, when did we last run a full tender for the audit job and when are we next intending to tender our audit work? Also, at some public companies such as Mineral Resources, Ernst & Young insists on having 2 partners who sign the accounts, could our solo signing EY partner Brad Pollock explain why he doesn't need a back up to handle the Regis audit?

Answer: The chair Graham Hodges said there has never been a tender but Deloitte helps out with internal audit. Watch video of exchange via Twitter, plus these additional comments including a detailed summary from the auditor himself.

Q2. The accounts claim we lost $21.4m in 2023-24 & now have $202m in accumulated losses & negative equity of $22.8m. How can these numbers can be so wildly divergent from the stockmarket's assessment that our equity is worth $2b after the share price quadrupled in 18 months. Given his history in banking, could chair Graham Hodges explain how any bank would lend to such a seemingly financially weak entity. Given ASX listed property trusts revalue their property holdings every six months, why don't we do the same?

Answer: The chair is a former deputy CEO of ANZ and said Regis is very bankable, but didn't get into the issue of moving to REIT-style 6 monthly valuations of the 68 nursing homes they own outright. Watch video of exchange via Twitter.

Q3. After Bryan Dorman's retirement, we'll be down to just 6 directors, including the CEO. Co-founder Ian Roberts will be the only non-independent director courtesy of his 27.21% stake which has remained steady since the IPO. Having seen his co-founder sell 17.5m shares at $3.80 a share in May this year, could Ian please comment on whether he has any similar retirement or sell-down plans. Also, given the 2 co-founders together still own 48.6%, how is it fair that they will only have 16.6% of the boards seats going forward?

Answer: Ian Roberts took the opportunity to wish co-founder Bryan Roberts well in retirement and said he had no plans to either retire from the board or sell down his stake. Watch video of exchange via Twitter.

Q4
. Thank you to Bryan Dorman for co-founding our company in the early 1990s & serving on the board for the past 10yrs since the 2014 listing. It is always helpful for investors to have access to some exit perspectives from retiring directors. In his final contribution as a Regis director, could Bryan please comment on what he regards as the best 3 decisions made during his time with the company and does he have any regrets, potentially including that brief takeover dalliance with Soul Pattinson in 2020. What was that all about?

Answer: Bryan gave the Federal Labor government a shout out for bravely reforming the aged care sector after it was neglected by the Coalition for many years. He briefly touched on the Soul Patts bid saying things quickly changed after the Royal Commission was called. Watch video of exchange via Twitter.

Q5. Could the CEO please summarise her past LTI grants during her 6 years at the company as to whether they have vested or lapsed. Also, has she ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds. Many other CEOs have answered this question at AGMs. It's Linda's turn today.

Answer: The CEO explained how she had both bought on market, received LTI vesting and never sold any shares which is good. Chair Graham Hodges also helped out with some extra colour at the end. Watch video of exchange via Twitter.

Q6. Many thanks for holding a hybrid AGM today and for disclosing the proxy position early to the ASX, including both the shares and shareholders metric. This is best practice and well done indeed for receiving such strong voting support on all resolutions. I'm guessing this means none of the proxy advisers recommended against any resolutions today, including this remuneration report item.

Answer: The chair confirmed that all proxy advisers were in favour of all resolutions and provided a good summary of his pre-AGM roadshow. Watch video of exchange via Twitter.