- Times and locations of upcoming AGMs can be viewed here.
- To read all our voting intentions and AGM reports, click here.
- To learn how you can give us your proxies and set up a standing proxy, click here.
This week, we have published more voting intention reports for AGMs out to the end of October. You can read the summaries below and access the reports directly using the links on the headings.
Upcoming AGMs Overview
AGMs that have caught our added attention include Perpetual’s AGM, which will be overshadowed by the impending vote on separating (and selling) the corporate trust and wealth management businesses, leaving PPT shareholders with the asset management business.
The company has a laughable minimum shareholding requirement for directors of 1,000 shares which means we consider the directors don’t have sufficient skin in the game. We will vote undirected proxies for the election of Mona Aboelnaga Kanaan and Phillip Wagstaff and will determine our vote on Paul Ruiz’s election at the AGM.
He left Perpetual’s rusted on auditor, KPMG, in 2016 which should be long enough for him to be considered independent, but we will ask his thoughts on audit tendering and decide our vote at the meeting. We are unable to support the shareholder nominated candidate, Rodney Forrest, at a time when Perpetual is navigating the scheme of arrangement with KKR and needs to knuckle down to give shareholders the best opportunity to consider the transaction.
The remuneration framework is generally in line with ASA guidelines and the new CEO Bernard Reilly is coming on a lower maximum opportunity. While the company paid retention payments to KMP through the review period, the exclusion of the CEO from that agreement has pushed an on-balance vote “for” the remuneration report.
At Tabcorp we will be voting against the remuneration report and equity grant to the new CEO due to the failure to the deficiencies of the remuneration scheme which haven’t been addressed after the first strike last year.
We are also disappointed with Telstra and Origin Energy choosing to hold physical AGMs – they should hold a hybrid meeting in future. This is a Focus Issue for ASA, as it allows more shareholders to participate. A marked contrast to Wesfarmers where the AGM is held in hybrid format, and lucky shareholders who attend the physical meeting have the opportunity to enjoy the products and service exhibition prior to the AGM from 11am. It will be interesting to see if AGM attendance beats the 2023 AGM which was 769 voting shareholders/proxies and 500 visitors.
Voting Intention Reports published in the past week
Telstra Group (ASX: TLS) AGM Tuesday 15 October
We have no ongoing or outstanding issues with Telstra other than the disappointing choice to hold a physical rather than a hybrid AGM. Shareholders who are in Sydney should attend in person to boost attendance, registering as visitors if they have given their proxy to ASA. We will be voting undirected proxies for all the resolutions. We had previously raised concerns about the lack of granularity in the directors’ skills matrix, which has significantly improved this year. We had also raised the need to re-tender the audit, which again has occurred, with a proposed change in audit firm from EY to Deloitte.
Origin Energy (ASX: ORG) AGM Wednesday 16 October
Another physical AGM which we would prefer to be held as a hybrid meeting. The key event during FY24 for Origin was the failure of the Brookfield/EIG takeover offer to gain sufficient shareholder support at the Scheme meeting held in November 2023. Operationally, the entity showed a marked improvement over recent years in its financial performance and total shareholder return has been positive. Origin meets ASA guidelines and we are voting “for” the resolutions.
Perpetual (ASX: PPT) AGM Thursday 17 October
This AGM will be overshadowed by impending scheme meeting expected to be held early in 2025. At that meeting, shareholders will vote on separating (and selling) the corporate trust and wealth management businesses, leaving PPT shareholders with the asset management business. Scheme documents are expected to be published in late November and completion of the scheme is anticipated to occur in February 2025, subject to satisfaction of a Perpetual shareholder vote, regulatory approvals, and other customary conditions.
For the AGM, we like that it will be held as a hybrid meeting. We call out the company’s laughable minimum shareholding requirement for directors of 1,000 shares which means we consider the directors don’t have sufficient skin in the game. We will vote undirected proxies for the election of Mona Aboelnaga Kanaan and Phillip Wagstaff and will determine our vote on Paul Ruiz’s election at the AGM. It is likely that enough time has elapsed since Mr Ruiz left Perpetual’s rusted on auditor, KPMG, for him to be considered independent. We will ask Mr Ruiz for his thoughts on audit tenders at the AGM and will decide how we vote open proxies on this resolution based on his answer.
At a time when Perpetual is navigating the scheme of arrangement with KKR, we are unable to support the shareholder nominated candidate, Rodney Forrest. His limited experience as a listed company director and lack of board support is considered likely to be more disruptive than helpful to the company – however the shareholders respond to the scheme. The remuneration framework is generally in line with ASA guidelines and the new CEO Bernard Reilly is coming on a lower maximum opportunity. While the company paid retention payments to KMP through the review period, the exclusion of the CEO from that agreement has pushed an on-balance vote “for” the remuneration report.
Tabcorp Holdings (ASX: TAH) AGM Wednesday 23 October 2024
On the positive side, Tabcorp secured a 20-year exclusive Wagering and Betting Licence in Victoria under more favourable conditions than the expiring licence. The company is seeking similar tax reforms in the NSW market. However, the major event that distracted the company and the market was the resignation of CEO Adam Rytenskild.
We will be voting against the remuneration report and equity grant to the new CEO due to the failure to rectify the deficiencies of the remuneration scheme after a first strike last year and the inherent leverage in awarding options which can lead to outsized rewards. We will vote against the spill of the board if a second strike eventuates, though we did consider a spill could be justified but the strict and lengthy regulatory checks that directors must go through to be appointed to Tabcorp’s board, would result in more severe disruption to the governance and operations than for most ASX companies. We will vote for the re-election of Janette Kendall, despite her membership of the remuneration committee, due to her skills and experience.
Brambles (ASX: BXB) AGM Thursday 24 October 2024
ASA has a history of voting against the remuneration report. Last year we noted: “We will be voting in favour of the remuneration report, however for the future, we look for greater weighting to the long-term awards, and greater disclosure of personal incentives measurement associated with the short-term incentives.” Given that the concerns expressed in the last two Voting Intentions remain extant, our decision to vote for the remuneration report is borderline.
On a positive note, the current management of the company appears proactive and innovative and is to be commended for its actions to promote sustainability in its operations. The “Shaping Our Future” strategy seems successful and augurs well for the future.
APA Group (ASX: APA) AGM Thursday 24 October
APA delivered a mixed financial report for FY24 due mainly to the Pilbara Energy assets it purchased in August 2023 from Alinta Energy. EBITDA was up, as was statutory profit, but operating profit was well down on FY23. Significant items this year had a considerable impact on the financial results.
We are supportive of the board renewal and will vote for the directors up for election and re-election. A new director, Varya Davidson, has been appointed with effect from 1 March 2025 and will be subject to a shareholder vote at the 2025 AGM. We will also be voting in favour of the remuneration report and the grant, and against the spill resolution if there is a second strike after last year’s 25.8% against vote. We will vote against the shareholder resolution to change the constitution to allow the addition of another resolution in relation to climate risk safeguarding. We expect shareholders will have adequate opportunity at the AGM to ask question in relation to APA’s 2024 Climate Report which details ongoing progress against its 2022 Climate Transition Plan.
Cleanaway Waste Management (ASX: CWY) AGM Friday 25 October 2024
The company’s Blueprint 2030 Strategy is showing positive impact, with a lift in EBIT, Net Profit after Tax, EPS and ROIC, and no ‘under the line’ write-offs. The workforce stabilised and gender balance is improving, while there has been a reduction in greenhouse gas emissions and increased revenue from landfill gas capture.
Board renewal continues and we will vote in favour of all the resolutions including the remuneration report which continues to move toward ASA guidelines
Ansell (ASX:ANN) AGM Tuesday 29 October
Ansell reported adjusted Earnings per Share in line with guidance, in a year which includes the purchase of Kimberley Clark’s Personal Protective Equipment business. The capital raising to fund the purchase was by institutional placement ($A400m) and a Share Purchase plan ($A65m) for small shareholders. Our company monitor questioned this decision compared to ASA’s preference for a fair capital raising by an accelerated renounceable entitlement offer with retail rights trading (PAITREO). The Chair indicated that this choice was made to assure Kimberley Clark that the funds would be raised successfully. The year also saw a major reorganisation of executive management. We are supporting al the resolution and note the pleasing revision to the executive LTI to now include a Total Shareholder Return measure.
Wesfarmers (ASX: WES) AGM Thursday 31 October
Not only is this AGM held in hybrid format, lucky shareholders attending the physical meeting will have the opportunity to enjoy the products and service exhibition prior to the AGM from 11am. It will be interesting to see if AGM attendance beats the 2023 AGM which was769 voting shareholders/proxies and 500 visitors.
Wesfarmers diversification over several industries is advantageous in increasing and maintaining profitability. Where Bunnings was impacted by a downturn in building activity which restrained its normal strong growth, Kmart was the star performer over 2024. Kmart’s home brand product line named Anco is pursuing expansion of its product range into chains of stores in Asia and North America with initial efforts reaping positive results.
Wesfarmers’ governance and remuneration practices are in line with ASA guidelines and we will vote undirected proxies in favour of the resolutions.
In case you missed the reports published in prior weeks – the summary followed by a link to the report appears below:
Region Group (ASX: RGN) AGM Tuesday 15 October
Region Group’s operational performance continues to be sound but is affected by the interest rate environment and consumer trends, with a challenging outlook for growth. The remuneration plan for executives is largely unchanged from previous years although extra metrics on capital management and growth in external funds have been added to the STI performance conditions for FY25. The remuneration seems reasonable and well controlled. No resolutions of concern have been tabled for this AGM and thus will be supported by the ASA.
You can read the voting intentions report here:
Region Group voting Intentions
Bapcor Limited (ASX: BAP) AGM Wednesday 16 October
We will be voting against almost all the resolutions at the Bapcor AGM. Various aspects of the remuneration report are problematic including the payment of $1.25 million to the former CEO Noel Meehan after he was let go, the sign-on payment for the new Executive Chairman/CEO; and the potential termination benefits to the New Executive Chairman/CEO. All these are contrary to ASA guidelines. And we also question the growth in director fees over recent years in light of the company’s struggles. We will be voting against the re-election of Mark Bernhard though we view him more positively as he stepped up as interim CEO in February this year. When weighed against the other larger issues we still choose to vote open proxies against his re-election.
You can read the voting intentions report here:
Bapcor voting intentions
Commonwealth Bank of Australia (ASX: CBA) AGM Wednesday 16 October
Despite the bank’s continued strong operational and share price performance and compliance with most ASA guidelines and Focus Issues, it can’t manage a hybrid AGM. After numerous representations from the ASA, there will no online voting facility or voice questions, though there will an ability for shareholders to submit written questions in association with the webcast. Shareholders unable to attend the meeting will not be able to vary their vote based on the information presented or discussion at the AGM. They will need to lodge a proxy vote at least two days before the meeting. We intend to vote open proxies in favour of all the resolutions.
You can read the voting intentions report here:
Commonwealth Bank of Australia voting Intentions
Treasury Wine Estates (ASX:TWE) AGM Thursday, 17 October
At Treasury Wine Estates we are concerned about director workload and will be voting against the re-election of the Chair John Mullen as a director. He is also the Chair of Brambles and Qantas. We will decide on how we will vote on the re-election of Gary Hounsell, after we seek further information about his workload and decide our voting on his response at the AGM. We will also vote for the Remuneration Report and against the contingent board spill resolution, as we consider the Board heeded shareholders disquiet and adjustments to aspects of remuneration related to long-term incentives and transparency of short-term incentives calculation which caused shareholder concern in FY23. You can read the voting intentions report here.
Stockland Corporation Limited (ASX: SGP) AGM Monday 21 October
The operating market for real estate was tough, with high interest rates and rising cap rates and Stockland can be said, at best, to have to just hold its own. We take exception to the way the grant of 699,660 long-term incentive performance rights to CEO Mr Tarun Gupta is framed in the notice of meeting (NOM). While the information that the performance rights convert 1,049,490 shares at maximum opportunity, being 300% of his Fixed Annual Remuneration, it is not mentioned until page 18 of the NOM. And we will vote against to request for an increased maximum director fee pool as well as the change to the constitution to increase the board size to 12 as we consider the board should have managed the transition over the past few years, rather than waiting until now. We will vote open proxies in favour of director elections and the remuneration report and other resolutions.
You can read the voting intentions report here:
Stockland voting Intentions
Transurban Group (ASX: TCL) AGM Tuesday 22 October
The best measure of Transurban’s financial performance is earnings before interest, tax, depreciation and amortisation which in FY24, was another record, up by 7.5%. Transurban is working with the NSW government as it determines its policy response to the Final Report from the Independent Review on Toll Reform in NSW. On the governance side, ASA prefers a more fulsome and informative skills ‘matrix’ to be disclosed, and we expect the Board to strengthen its skills in project management and infrastructure, particularly engineering skills given the forthcoming retirement of director Peter Scott at the end of his tenure.
You can read the voting intentions report here:
Transurban voting Intentions
Magellan Financial Group Limited (ASX: MFG) AGM Tuesday 22 October
Last year’s resounding vote against the Remuneration Report spurred Magellan into creating a proper Remuneration structure. There is some way to go, but it is a very promising start. There are also signs that funds under management (FUM) is on an upward trend, while the company emphasises that the quality of its financial results is more important than the actual FUM number. The improvement has led to our votes in favour of the resolutions (and against the conditional board spill if it is put to shareholders).
Magellan has elected to hold a physical meeting with no external interaction during the meeting, with an incentive to attend in person provided by access to a variety of fund managers and analysts to answer shareholder questions after the meeting. ASA prefers hybrid AGMs, but we look forward to discussing with the Company afterwards how successful their AGM approach has been.
You can read the voting intentions report here:
Magellan voting Intentions
Deterra Royalties (ASX:DRR) AGM Thursday, 24 October
The big news for Deterra Is the acquisition of the UK company Trident Royalties PLC for approximately A$276m by a scheme of arrangement. Trident has a portfolio of 21 royalties and similar contracts covering multiple commodities and many continents. As a consequence of the acquisition, the dividend policy has been changed to a 50% payout ratio. Deterra is substantially compliant with ASA voting guidelines; hence we are voting in favour of the resolutions.
You can read the voting intentions report here:
Deterra voting intentions
Insurance Australia Group Limited (ASX: IAG) AGM Thursday 24 October
IAG clearly had a better year, with most variables in their favour. including lower incidence of natural perils claims in FY24 than in FY23. There are no anticipated changes to the board, which means that IAG still has 10 directors (including the MD/CEO), which is a very large Board. The Chair indicated that both Scott Pickering and Simon Allen were required for the New Zealand business. Once again, we stated our preference for a skills matrix listing skills of each director individually rather than combined. Nevertheless, with remuneration structure in line APRA requirements and with most ASA guidelines, as does the board workload and diversity, and we will vote open proxies in favour of the resolutions
You can read the voting intentions report here:
Insurance Australia Group Voting intentions
South32 Limited (ASX: S32) AGM Thursday 24 October
Last year we voted against the remuneration report and in consequence against the allocation of rights to CEO Graham Kerr mainly on the grounds that we did not believe that executives should gain bonus rewards for financial measures when net profit was negative, or that impact of the $1,300m write down on Hermosa should be excluded. As we consider the impairments this year were caused by factors outside management’s control, and because we have no significant issue with the structure or management of remuneration, we are supporting the report and the allocation of rights to the CEO. We will be voting against the approval of leaving entitlements because the approval sought is too generalised and not restricted to the vesting of incentives or to particular employment conditions applicable to death or disablement of an executive.
You can read the voting intentions report here:
South32 voting Intentions
Cochlear Limited (ASX: COH) AGM Friday 25 October
Cochlear delivered a good year, with growth for all business units. We are pleased the company has presented long track record of growth over 24 years, in sales, profits, dividends, in the charts on page 8 of the 2024 Annual Report. We support the board renewal and the remuneration framework and will be voting open proxies in favour of all the resolutions.
You can read the voting intentions report here:
Cochlear Limited (COH) voting Intentions
AGM Reports
Read about ASA at the Perenti AGM in our monitors AGM report, here. Also, see the reports for REA, Mirrabooka, Amcil, Djerriwarrh
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