- 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.
Upcoming AGM Overview
With the AGM season in full swing, ASA continues to advocate for shareholders’ interests. Our recent reports outline voting intentions on key resolutions, including director appointments, board skills disclosure, remuneration structures, and governance practices.
We will be scrutinising directors’ workloads, level of share ownership, and overall contribution to the board.
ASA is concerned about directors’ workloads. Our guidelines limit the workload for listed company directors to 5 equivalent positions, with a Chair role counting as 2 directorships. John Mullen, whom we respect as a strong director, currently holds 3 Chair roles, equating to 6 equivalent positions. Yesterday, he received a 15.93% vote against his re-election at Treasury Wine Estates’ AGM. Next week, he chairs the Brambles AGM, where he was re-elected in 2023, and on 25 October, he is up for election at the Qantas AGM.
We will be voting against the requests to increase the non-executive director fee pools at Stockland, CSL and Bluescope. For Challenger we have concerns about the remuneration framework and grant to the CEO. At JB Hi-Fi we will vote against the equity grants to Terry Smart and Nick Wells, as the combined long-term and short-term incentive plan lacks performance measures beyond the first year.
Regarding meetings this week, Perpetual’s AGM was overshadowed by the upcoming scheme meeting, but its disappointing 5-year performance resulted in an 88% first strike on the remuneration report. This falls just behind the highest strike, 88.4%, recorded for National Australia Bank in 2018.
Voting Intention Reports published in the past week
This week, we have published the following voting intention reports, which can be accessed through the links in the headings.
Argo Investments (ASX: ARG) AGM Monday 21 October 2024
Argo and ASA have held different views on the Remuneration Framework changes made by Argo in FY20. We have reviewed our position and with greater and deeper analysis now support Argo’s statement that the resulting remuneration paid is competitive and fair, and we will vote undirected proxies for the remuneration report. We are also voting in favour of the directors up for elections.
Suncorp Group (ASX: SUN) AGM Tuesday 22 October 2024
Suncorp had solid financial performance in FY24. The sale of Suncorp Bank to ANZ was completed and Suncorp is now a pure insurer. We continue to be disappointed that the company didn’t allow a shareholder vote on the divestment of Suncorp Bank which was first announced in 2022. The Annual Report and Remuneration Report both are clear and effectively communicate most of the information, with remuneration levels and structure aligned with ASA guidelines. We plan to vote for all the resolutions, but are undecided on the re-election of non-executive director Lindsay Tanner, who after more than six years on the board, has insufficient “skin in the game”. We will ask whether he plans to increase his shareholding. If he does, we will support his re-election.
Codan (ASX: CDN) AGM Wednesday 23 October 2024
Shareholders have experienced a strong lift in share price after the successful acquisition of Zetron UK and Wave Central during FY24. In FY23 we expressed concerns regarding director workload but that has been addressed with Mr Heith Mackay-Cruise retiring as the Chair of Straker (ASX:STG) during the year. We are supporting all the resolutions including the increase in the director fee pool.
Challenger (ASX: CGF) AGM Thursday 24 October 2024
This year was impacted by the implementation of Accounting Standard AASB17 on Insurance Contracts which came into effect for Challenger on 1 July 2023. It is only applicable to insurance contracts, it replaces the previous standard AASB1038 for life insurance. You can read more in the report. ASA will vote open proxies against the remuneration resolutions due to the use of normalised targets for STI incentives, the lack of quantifiable performance metrics for the non-financial STI targets, and the lack of clarity regarding the culture metrics used as a second LTI hurdle.
Qantas Airways Limited (ASX: QAN) AGM Friday 25 October 2024
The company’s challenge is to shift its culture from being CEO-centric to one that truly serves the interests of customers, staff, and shareholders. While this transformation is underway, it has yet to be fully realised. We view the Chair as a capable leader who is contributing to the change, but we have concerns about his ability to provide sufficient focus across all directorships, particularly during challenging times, given his workload. At the AGM, we will seek a public commitment from him to reduce his workload before deciding our vote on his re-election. We support the other resolutions, except if a contingent resolution for a director spill meeting is triggered by a second strike (a consecutive vote of 25% or more against the remuneration report). Last year, the remuneration report faced an 82.92% vote against, one of the highest on record.
ASX Limited (ASX: ASX) AGM Monday 28 October 2024
The ASX’s 5-year transformation plan and technology roadmap are the pathways to the New Era for ASX. While these initiatives are welcomed, we see them as being short on specifics and are asking for more explanation supported by time delineated milestones that are rigorously managed and regularly reported to shareholders. See the full report using the link in the heading, for our other concerns. We are supporting the board sponsored resolutions, and while we consider the shareholder nominated candidates for directorship would bring useful skills and an outside perspective to the board, we are unable to support their election as we see some risk of unnecessary distraction from the job at hand.
CSL Limited (ASX: CSL) AGM Tuesday 29 October 2024
The key issues for CSL going forward are the further integration and optimisation of the Vifor acquisition, obtaining a solid return and efficiency gains on CSL’s recent investments in plant and research capacity and bringing new products to market.
CSL is seeking an increase the non-executive fee pool. The reasons offered to support this increase include the need for competitive director fees and possibly appointing further NEDs. We consider the board fees are already competitive, and the current aggregate has headroom to accommodate at least ten directors (the fee pool excludes executives such as the Managing Director). Beyond ten directors, boards can become unwieldy. Keeping a tight rein on the number of directors also encourages regular refreshing of board members rather than just allowing them to routinely see out their terms. It also encourages a more conscious effort to diversify the age and tenure profile of the board. For these reasons the ASA proposes to vote against this resolution.
Data3 Limited (ASX: DTL) Wednesday 30 October 2024
The company changed its revenue recognition policy effective 1 July 2023 following updated accounting standards guidance in May 2022, and independent accounting advice around best practice for similar businesses globally. They will continue to report both gross sales and statutory revenue, so comparisons to previous years can be made easily and to align with how the company measures its performance internally (on a gross sales basis).
Resolutions to be put to shareholders at the AGM include the proposed change of auditor from Pitcher Partners to PWC. Given the tax leak scandal, we delved further into that decision. We are supporting the resolutions.
JB Hi-Fi Limited (ASX: JBH) AGM Thursday 31 October 2024
JB Hi-Fi’s profits declined amid broadly flat revenue as the effects of COVID-related trends, such as remote work, faded and cost-of-living pressures weighed on consumers. Although profits declined, they fell by less than expected, which helped drive the share price higher despite the decrease. A special dividend of 80 cents was paid out of the larger than normal profits accrued during the Covid impacted years.
At the AGM we will support all resolutions except the equity grants to executives. Additionally, we are undecided on the election of Geoff Roberts. Roberts was a director at AMP over its shameful period 2016-2019 and then retired. We will ask what he learned before deciding our vote. We are voting in favour of the remuneration report because on balance the outcomes are relatively modest. However, we will vote against the equity grants to Terry Smart and Nick Wells as there are no performance measures beyond the first year.
Woolworths Group Limited (ASX: WOW) AGM Thursday 31 October 2024
It has been a challenging centenary year for Woolworths (WOW) with the cost of living and food inflation impacting sales and consumer behaviour. The share price was down for the year, and profits flat. It is pleasing to see the adjustments to remuneration safety measures that now include a fatality gateway, where the safety performance outcome is nil unless there are zero deaths, and the reintroduction of total recordable injury frequency rate into the scoreboard, after last year’s first strike against the remuneration report. We will be supporting the remuneration resolutions and re-election of directors.
Corporate Travel Management Limited (ASX: CTD) AGM Thursday 31 October 2024
While the share price has fallen over recent years, the dividend has been up. The company released a strategic plan for the next 5 years, that provides good detail on how they plan to double the business during that period. We are supporting all the resolutions, but are seeking more detail on the request for the 48% increase to the non-executive fee pool before deciding if we will support it.
BlueScope Steel Limited (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 resolutions except the request for an increase to the fee 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 use the temporary cap.
In case you missed the reports published in prior weeks:
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. ASA has concerns about 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, the remuneration report and other resolutions.
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.
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).
ASA is disappointed that Magellan has not chosen a hybrid meeting and is holding only a physical meeting with no external interaction, offering an incentive to attend in-person by providing access to a variety of fund managers and analysts to answer shareholder questions after the meeting.
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.
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.
Insurance Australia Group Limited (ASX: IAG) AGM Thursday 24 October
IAG clearly had a better year, with most variables in their favour, including a lower incidence of natural peril 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
South32 Limited (ASX: S32) AGM Thursday 24 October
Last year, we voted against the remuneration report and against the allocation of rights to CEO Graham Kerr. Our main concern was that executives should not receive bonus rewards for financial measures when the net profit was negative, nor should the impact of the $1,300m write down on Hermosa be excluded. 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 votie 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.
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 we 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 has 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 align more closely with ASA guidelines
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 a long track record of growth over 24 years, in sales, profits, dividends (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.
Ansell (ASX:ANN) AGM Tuesday 29 October
Ansell reported adjusted Earnings per Share in line with guidance, in a year which included 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 all the resolutions 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, but lucky shareholders also 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 was 769 voting shareholders/proxies and 500 visitors.
Wesfarmers’ diversification across multiple industries provides a significant advantage in driving and sustaining 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, Anco, is expanding its product range into store chains across Asia and North America, with initial efforts showing positive results.
Wesfarmers’ governance and remuneration practices are in line with ASA guidelines, and we will vote undirected proxies in favour of the resolutions.
AGM Reports
Read about ASA at the Djerriwarrh AGM in our monitors AGM report, here. See also Aurizon, Mader Group, Telstra, and Bailador.
If you hold shares in any of these three companies, we encourage you to submit your proxy to us for representation.
