8 questions lodged at 2024 Myer hybrid AGM

Q1. Could new chair Olivia Wirth please comment on the biggest changes in board process, delegations, reporting lines and governance that she has implemented since taking over as chair earlier this year. Did she insist on being executive chair as part of the negotiations or was it someone else's idea? Could the new lead independent director Gary Weiss also comment as to how his board role at Myer is different to other companies such as Cromwell and Coast Entertainment where he is a conventional independent chair?

Answer: The executive chair Olivia Wirth didn't provide much insight and failed to invite Gary Weiss to comment. Watch video of exchange via Twitter.

Q2. Did we have any other options apart from putting Terry McCartney up for the vote today given that he was only first elected two years ago for a 3 year term? Could Terry comment on the re-election campaign that he ran which turned a 38.8% against vote in 2022 into an impressive 96.6% vote in favour today, based on the proxies. Also, wouldn't it have made more sense to put Olivia Wirth up for re-election today, given her promotion to executive chair since the last AGM? Will she be put up for the vote next year?

Answer: The executive chair Olivia Wirth didn't allow Terry to comment and just said they follow the rules. However, she did say she would be elected by the usual cycle which should be 2026 at the latest, although some executive chairs like Rupert Murdoch have used the CEO voting exemption in the past, so this will be an issue to watch. Watch video of exchange via Twitter.

Q3. Thank you for disclosing the proxy position to the ASX 47 minute before the AGM commenced for including the data on how many shareholders voted for & against. This is best practice. Which of the 5 proxy advisers in the Australian market - ACSI, Ownership Matters, Glass Lewis, ISS & ASA - issued a report ahead of our meeting & did any of them recommend a vote against any of today's resolutions, including this proposed LTI grant to Olivia. I'm assuming not given the strong proxy support on all resolutions. Well done for that.

Answer: The executive chair Olivia Wirth confirmed that all proxy adviser recommendations were in favour and was quick on her feet in pointing out I'd answered my own question. Watch video of exchange via Twitter.

Q4. Thank you to Dave Whittle for his 9 years of service on the Myer board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In his final contribution as a Myer director, could Dave please comment on what he regards as the best 2 decisions made during his time on the board and does he have any regrets? Also, does Dave agree with the proposition that effective control over Myer has passed to Solomon Lew during his time on the board?

Answer: The executive chair Olivia Wirth actually let Dave Whittle answer this in the only time she invited anyone else to assist with a question at the meeting. Dave said the two best decisions were appointing John King as CEO and Olivia Wirth as executive chair and denied that control had passed to Solomon Lew, without providing any detail. Watch video of exchange via Twitter.

Q5. Could new director Rob Perry and the lead independent director Gary Weiss comment on the recruitment process that led to Rob's appointment to the board. Was a head hunter involved, did the full board interview Rob and did they interview any other candidates? Did Rob Perry know any of our directors before engaging with the recruitment process and does he have any business history with Premier Investments or its controlling shareholder Solomon Lew?

Answer: The executive chair Olivia Wirth didn't let Rob answer the questions and didn't advise if a head hunter was involved or they interviewed any alternative candidates. Watch video of exchange via Twitter.

Q7. If Rob Perry has worked on Just Group matters in the past, is there a question about his independence from Premier? As a new independent director, could Rob comment on the current balance between independent and affiliated directors. Does he agree it is debatable as to whether Gary Weiss is independent?

Answer: The executive chair Olivia Wirth once again took this question without allowing Rob to comment, when the question wasn't directed at her and as a non-independent executive chair, she shouldn't be commenting on board independence issues anyway. Watch video of exchange via Twitter.

Q3. Why has Premier Investments voted by proxy in favour of the remuneration report when it is clearly affiliated with some of the directors. Which legal firm gave the advice that it was for Premier to vote on this item when the conservative position would have been to abstain or be excluded given that shareholders associated with directors or management are not meant to vote on remuneration reports under Australia's two strikes remuneration voting system.

Answer: The executive chair Olivia Wirth just said it was lawful and failed to let the lead independent director comment as requested. Watch video of exchange via Twitter.

Q8. Does Gary Weiss agree that once Solomon Lew joins the board, he won't be able to vote on the remuneration report but will be able to vote in favour of future performance rights to Olivia Wirth like this one? Which legal firm gave the advice this year on Premier voting on the rem report?

Answer: The executive chair Olivia Wirth didn't have the microphone on this one so we finally got an answer from Gary Weiss who failed to answer it properly by just saying they follow the Corporations Act. Watch video of exchange via Twitter.

Copyright © 2024 The Mayne Report. All rights reserved

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