6 questions lodged at 2024 Monash IVF hybrid AGM
November 27, 2024
Below is the text of the 6 written questions submitted at the 55 minute Monash IVF hybrid AGM held on November 27, 2024.
Q1. KPMG have been our external auditor continuously for the 10 years that we've been listed. Has the external audit work ever been competitively tendered during this period and when is it next scheduled to be tendered? Also, it is not a good look to be holding the physical component of today's AGM in KPMG's Melbourne offices. They may have offered us a freebie but it all looks a bit cosy. Was it a freebie and why not host the AGM at our Cremorne head office instead next year?
Answer: Watch video of exchange via Twitter.
Q2. Question for auditor on the accounts: "Could KPMG signing partner Chris Sargent please provide a brief history of how KPMG treated the class action liability over the past 4 years since it was first filed, including in the 2023-24 financial year accounts. It must have been very difficult having the $56m settlement agreement reached at the same time as the company was releasing the audited accounts in August this year. Did the time line for the audit process & sign off have any impact on the timing of the settlement agreement?"
Answer: Watch video of exchange via Twitter.
Q3. Could new director Catherine Aston & the chair comment on the recruitment process that led to her appointment to the board. Was a head hunter involved, did the full board interview Catherine & did they interview any other candidates? Did Catherine know any of our directors before engaging with the recruitment process? Also, could Catherine also comment on how much she was told by Monash IVF representatives about the company's potential class action liability before she agreed to be appointed to the board in February this year.
Answer: Watch video of exchange via Twitter.
Q4. I'm struggling to see where there is board accountability for the recent $56 million class action settlement. We've had the same chair in Richard Davis since the 2014 IPO. Could Richard please confirm that he won't be seeking re-election when his current 3 year term expires at the 2025 AGM. Also why is Neil running again when he has served on the board since 2014 and has a full time job at Ironbridge, which no longer has a substantial shareholding in the company. Why aren't our long serving directors turning over?
Answer: Watch video of exchange via Twitter.
Q5. Could CEO Michael Knaap summarise his past LTI grants as to whether they have vested or lapsed since he was appointed in 2019. Also, has he ever sold shares 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. Also, what impact, if any, does the $56m class action settlement have on Michael's vesting experience?
Answer: Watch video of exchange via Twitter.
Q6. 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 rem report item? If so, what reasons did they give and has this caused any material against 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 question wrangler said two were in favour and two were against but no names and he also said a strike had been avoided. Watch video of exchange via Twitter.
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