- Times and locations of upcoming AGMs can be viewed here.
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AGM season continues at high pace as you can see by the AGM Reports listed at the bottom of this page. Many companies are gaining high levels of support for their resolutions aside from a number receiving remuneration report strikes with against votes at the AGMs as follows – ASX 26.15%, CSL 26.36%, Dexus 25.47% and Kelsian 25.09%. Small strikes typically reflect unease with the quantum of remuneration in the face of poor strategic, operational or share price outcomes rather than outrageous pay structures. Nevertheless, they are a flag to the board and directors to revisit their practices.
If the share price movement is anything to go on, Wisetech is experiencing some calm after the company announcement on 24 October of the MD/CEO stepping down, and returning as a consultant focused on product and business development after a short break. Often AGMs can be an opportunity to look company leaders in the eye and ask hard questions, but as one of the few companies that host a virtual only AGM, we are expecting the voting outcome to be the loudest voice at the meeting.
We have published our voting intentions reports for the following AGMs:
Fortescue Metals Group (ASX: FMG) – AGM Wednesday 6 November 2024
The FY23 first strike (a vote of 25% or more against the on the remuneration report) was effective in accelerating the review of remuneration and, changes are clearly outlined by Independent Remuneration Chair, Penny Bingham-Hall. The updated remuneration structure & reporting is generally in line with our guidelines except for independence & board discretion referenced in our report. While we would prefer an independent Chair, in FY24, NED Dr Larry Marshall has been appointed as the new Lead Independent NED replacing long tenured director, Mark Barnaba, in that role. We are voting in favour of all resolutions.
NIB Holdings (ASX: NHF) – AGM Thursday 7 November 2024
NIB’s ongoing strategic shift through its Payer-to-Partner (P2P) model, signifies a transformative expansion from conventional insurance towards becoming an integral health partner. This approach underscores NIB’s commitment to proactive and preventive health measures, aligning with evolving member expectations.
NIB introduced the new accounting standard AASB17 for insurance contracts in its 2024 annual report, replacing the previous AASB 1023. The company has reported financial results using new and old standards to provide a comparative context. However, this dual reporting might confuse retail shareholders unfamiliar with the latest standard’s implications. Remuneration and director elections are in keeping with our guidelines and ASA will be voting in favour of the resolutions.
Jumbo Interactive Limited (ASX: JIN) – AGM Friday, 8 November
Jumbo retails lottery tickets through internet and mobile devices for charities and government in Australia, the United Kingdom, Canada, Fiji, and internationally. Lottery Retailing comprises 78% of FY24 revenue, mainly through an agreement with The Lottery Corporation that will expire in 2030 and will need to be renegotiated to continue the revenue. ASA plans to vote in favour of all the resolutions, but will probe director Michael Malone’s views on his workload which appears full, but acceptable under ASA guidelines.
Beach Energy (ASX: BPT) – AGM Wednesday 13 November 2024
The company is experiencing a number of issues such as the 8% decline in 1P reserves, 20% decline in 2P reserves and 21% decline in 3P reserves is a significant negative outcome, as well as cost and time over-runs at Waitsia. We are concerned about the failure to appoint an Independent Chair in a timely fashion but have accepted the decision on the understanding that it is only temporary and that it is intended to provide continuity of the board through a difficult short-term period and preserve the ‘corporate memory’ whilst the new CEO is putting his team in place. We are supporting the resolutions.
Endeavour (ASX: EDV) – AGM Wednesday 13 November 2024
Last year the AGM was acrimonious, with the largest shareholder, Bruce Mathieson Snr (15%), attempted unsuccessfully to have Bill Wavish elected as a director. The subsequent sale of Woolworths shareholding, the loss of the two Woolworths directors and appointed chairman, and now the “retirement” of the CEO is unsettling.
ASA plans to vote in favour of the election of Peter Margin as a director and the approval of the long-term incentive grant to the Managing Director and CEO. However, we are undecided on the election of Ari Mervis as a director and will seek some understanding as to what he sees as the future for Endeavour, and how it might differ from the direction developed by the prior Cahir Peter Hearl and outgoing CEO, Steve Donohue. We plan to vote against the adoption of the remuneration report driven by the removal of the 20% LTI measure, Leading in Responsibility.
Medibank Private (ASX:MPL) – AGM Wednesday, 13 November 2024
Medibank has continued to perform solidly with earnings per share continuing to rise and a consistent total shareholder return in line with their strategic focus on customers and their desire to improve the way healthcare is delivered in Australia. The company is defending the legal actions currently underway from the cybercrime event.
We are supporting the resolutions but are disappointed that, at the AGM, Medibank will continue to present all Resolutions together before opening the meeting to shareholders’ questions. A plus is the proxy details will be displayed. Directors seeking re-election and the Chair of the Remuneration Committee will not speak to the meeting other than to answer questions.
Goodman Group (ASX: GMG) – AGM Thursday, 14 November 2024
Goodman produced strong financial performance in a challenging market, with property devaluations due to rising capitalisation rates (which follow interest rates.)
The outlook is positive, particularly associated with increasing emphasis on data centres. We are supporting all the resolutions despite the very high remuneration levels which are driven partly by large increases in the security price. We will decide whether to vote for or against the re-election of the second executive director on the board, Danny Peeters, after hearing the case for his re-election at the
AGM. The board is supportive of Danny’s re-election but the ASA does not generally support the addition of additional executives beyond the CEO to boards.
Mirvac Group (ASX: MGR) – AGM Friday, 15 November 2024
Unfortunately, with a continuation of the current market conditions (peak interest rates, falling inflation) the Group is forecasting that FY25 will see a lower operating result again, predominantly from lower development earnings and higher net interest costs on development activities. However, the Company believes the FY25 will be the bottom of the market and FY26 will start to see the benefits of their new strategy (domestic/offshore capital partners, portfolio reallocation) and organisational restructuring.
We are voting in favour of the resolutions, but call on the company to stop increasing the number awarded to adjust for estimated dividends over the three years of the LTI.
WiseTech Global (ASX: WTC) – AGM Friday 22 November 2024
On a purely operational financial basis the company had a great year. But after a period that reminded us of the company’s immaturity which is in sharp contrast to its size, we have gone back to basics with a vote against the remuneration report and grant of equity to an executive director. We expect the remuneration framework to mature and be in keeping with an ASX200 company. We are supporting the director elections and increase to the aggregate fee pool, as we encourage continued evolution of the board.
Live reports from the prior weeks’ voting intentions include:
IGO (ASX: IGO) – AGM Wednesday, 6 November
We will be voting against the re-election of the directors who were on the board at the time of the $1.3 billion takeover of Western Areas, including the Chair Michael Nossal, who need to take responsibility for the significant writedown in value. We will also vote against the proposed increase to the director fee pool, as the board of nine directors—only one of whom plans to step down in 2025—seems excessive for a company with a single mine set to close within two years and a stake in a joint venture.
Bendigo and Adelaide Bank (ASX: BEN) – AGM Thursday, 7 November
There is a new Chair, Vicki Carter and new MD Richard Fennell at BEN following some departures. These were not the well planned, well communicated transitions that have characterised BEN in the past. Your monitors have felt in the past that BEN was very good at administration, was a leader with Environmental/Social/Governance issues and a good corporate citizen but perhaps lacked a drive and focus on profitability and growth. At our pre-AGM meeting with the Chair & MD it was encouraging to hear them talk enthusiastically about what they would like to achieve financially. We will vote in favour of the resolutions to be put before the shareholders as they comply with our guidelines.
Nine Entertainment Co Holdings (NEC) AGM Thursday 7 November 2024
Nine has continued the pattern of past years’ revenue trends with advertising revenues down 5% and subscription revenue up 4.3%. We comment on the company culture on page 3 of our voting intention report, after several top level departures including the Chair and the Managing Director.
We support the three resolutions to be put to the meeting, being two directors up for re-election and the remuneration report to be adopted.
Coles Group (ASX: COL) – AGM Tuesday, 12 November
The company put in a strong financial performance considering the climate in the last year. There are political and regulatory challenges being faced by Coles Group, with a senate inquiry into higher prices and rising profits and an ACCC inquiry into misleading customers with discount pricing which the company intends to defend. There were changes at the board level during the year with the retirement of Paul O’Malley and appointment of two new board directors, Mr Peter Allen and Mr Andrew Penn AO. We are supporting the board sponsored resolutions at this meeting, with the remuneration and board composition meeting ASA’s key guidelines. AS with the Woolworths AGM, shareholders will have the opportunity to consider Coles’ position on the sourcing of salmon from Macquarie Harbour and its impact on the Maugean skate population. While not supporting the resolutions, we look forward to the discussion.
Computershare (ASX: CPU) AGM Thursday 14 November 2024
Following a significant turnaround over the last 3 years, the business has shown an excellent return for investors with the one-year total shareholder return being 16%. The performance is heavily influenced by interest rates (due to all the funds they hold in transition), and the company has stated that it expects FY25 to be another year of positive earnings growth with lower interest rates globally, and hence lower margin income, anticipated to be offset by other profit drivers.
We have determined we will vote open proxies in favour of all the resolutions though the high level of CEO remuneration relative to Australian peers made this an on-balance decision for the remuneration report and long-term incentives. Computershare is a global company and that they are competing for talent in global markets and that they benchmark against companies of similar size and industry in the UK and USA.
BlueScope Steel (ASX: BSL) AGM Tuesday 19 November 2024
The company has experienced reduced steel spreads which impacted profitability. The North Star expansion project in the USA has been successfully completed and a further debottlenecking project approved, while at Port Kembla, the Blast Furnace relining and upgrade project is underway.
We are supporting all resolution except the request for an increase to the feel pool and the number of directors. The company argues that this change is needed to enable knowledge transfer between incoming and outgoing directors, and to ensure appropriate experience, skills and diversity of directors. In 2021, the board sought and received shareholder approval for a temporary increase in director numbers from ten to twelve which is still in place and expires at the 2025 AGM. Its purpose was to ensure an orderly transition of directors. Since 2021, the board has not fully taken advantage of the new cap to enable the transition it sought. The director skills matrix indicates that at least nine of the ten directors have advanced capability in the main board skills required. We are concerned that having a higher permanent cap could promote a lack of discipline and rigour in succession planning, and that the opportunity remains in the next 12 months to utilise the temporary cap.
AGM Reports
Read about ASA at these AGMs:
Reece, Tabcorp, Transurban, Codan, Mystate, Cochlear, Stockland, Suncorp
If you hold shares in any of these three companies, we encourage you to submit your proxy to us for representation.
