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Upcoming AGM Overview
Summary comment
What a week! ASA company monitors represented proxy holders at 11 AGMs, including two with significant governance questions to be aired in Wisetech and Mineral Resources.
Mineral Resources’ AGM lasted 2.5 hours and ended up with a first strike on its remuneration report with an against vote of 74.59%.
There was a win for all shareholders at the Wisetech AGM with the announcement of the intention to move to a hybrid meeting format for the next AGM. The voting appeared far more sanguine than we saw at Mineral Resources AGM with proxies strongly in favour of the resolutions, and verry low against votes of 0.6%.
Voting Intention Reports published in the past week
This week, we have published the voting intention reports listed immediately below which you can read via the links on the headings.
Ramsay Health Care (ASX: RHC) – AGM Tuesday 26 November 2024
Regrettably, Ramsay Healthcare is another company that has chosen to stick with a in-person AGM, and associated webcast where shareholders who can’t make it to the venue of the physical AGM can ask typed questions online but can’t respond by changing their vote unless they have sent a proxy to the meeting.
The company had a challenging year with the private hospital industry where post-COVID margin recovery has been slowed by significant cost inflation. The sale of Ramsay Sime Darby boosted statutory profits, and the dividend lifted 5 cents to 80 cents per share.
NRW Holdings (ASX:NWH) – AGM Wednesday 27 November 2024
NRW received a second strike against its remuneration report at the FY23 AGM and as best we know, all proxy advisors, as was ASA, were generally OK with the structure & reporting detail of the remuneration report with the exception of the boards use of positive discretion to lift the outcomes. In FY24, the board has again used discretion to lift the outcome when the EBITA hurdle was missed. We acknowledge there have been improvements and a move closer to what’s expected in the remuneration structures of an ASX200 company, but if the hurdles are effectively waived if they are not met or exceeded, they are just a rough guide of what might happen. We will be voting against the remuneration report and in favour of the other resolutions.
Liontown Resources (ASX:LTR) – AGM Wednesday 27 November 2024
Liontown remuneration structure and governance is broadly consistent with ASA guidelines, so we will be supporting all the resolutions. We are pleased to see the appointment of Ian Wells as director who assumes the role of lead Independent director, He is well credentialed having served as the CFO of Fortescue Metals Group.
Bank of Queensland (ASX:BOQ) – AGM Tuesday 3 December 2024
BOQ appears to be firming up its governance and operations. BOQ responded to last year’s two court enforceable undertakings from financial sector regulators (APRA and AUSTRAC with Remedial Action Plans addressing the areas of concern They appear to be making good progress and have received positive feedback from the regulators. The company also had a first strike on its remuneration report last year and it has made sufficient changes to gain our support for this resolution at the AGM, and against the spill meeting if other shareholders decided the changes haven’t gone far enough. There is pleasing board renewal, and we will support the re-election of NEDs Mickie Rosen and Deborah Kiers, and election of Mary Waldron. Andrew Fraser looks to have a high workload and we will decide which way will vote after we hear him speak at the AGM.
In August 2024, BOQ announced a major change to its branch strategy, announcing the franchise model they have operated will see all 114 owner managed branches will be converted to corporate control by March 2025.
In case you missed the reports published in prior weeks:
Pilbara Minerals (ASX: PLS) – AGM Tuesday 26 November 2024
With the rapid decline in the price of lithium, Pilbara Minerals has had a very tough year. Total revenue reduced to $1.38 billion from the previous year’s $4.1 billion, despite a 17% increase in production. To preserve capital, the company did not pay a dividend. Nevertheless, the share price remains ahead of the end of FY22 price as the company strives to reduce costs. We met with the new Chair, Kathleen Conlon, who was appointed Chair from 1 January 2024 to discuss this challenging period. We are supporting all the resolutions.
Lynas Rare Earths (ASX: LYC) – AGM Wednesday 27 November 2024
Lynas Rare Earths faced a more challenging year than last in FY24 as profits and prices for rare earths continued to fall largely due to fluctuations in supply and demand, geopolitical forces and a slowdown in EV demand. The new $800m Kalgoorlie Rare Earth Processing Facility finally produced its first mixed rare earth carbonate in June 2024 and was officially opened in November 2024. We met with the new Chair, John Humphrey, and our meeting focused on board renewal and succession planning. We also discussed a dividend. We are voting in favour of all resolutions but are looking to the company to address our requested improvements to the remuneration report, such as including a table of actual remuneration.
Harvey Norman (ASX: HVN) – AGM Wednesday 27 November 2024
We thank Harvey Norman for meeting with ASA to provide some colour and greater clarity on their public statements. The company ended a difficult year, with its share price somewhat intact, despite the fall in revenue and profits. Dividends were down to 22c compared with 25c for FY23. We continue to be disappointed with the board makeup, in terms of the dearth of independent directors and excess of executive directors. For this reason, we are voting against the re-election of the executive directors. We are voting in favour of the election of Christopher Herbert Brown, based on his relationship to the Norman family shareholding. We are also voting against the remuneration related resolutions. If there is a second strike on the remuneration report this year, we will vote against the board spill resolution because the KMP have stated they will vote for the election of the current directors so the spill meeting will be a waste of money.
Westgold Resources Limited (ASX: WGX) – AGM Thursday 28 November 2024
Another company benefitting from a surging increase in the gold price, Westgold had a great year with a Total Shareholder Return (TSR) of almost 70%. It has joined the ASX200 index in September. In August 2024, WGX made an “all scrip” offer to merger with Karora Resources, a TSX listed company with similar owner-operator areas in the Southern Goldfield. The merger brings together two similar sized companies with 1900 employees. We are supporting all the resolutions which include change of auditor from Deloitte from EY who were the auditor at the time of the initial listing. Given the growth of the company since listing, it was timely to consider what audit firm would suit.
AGM Reports
Read about ASA at these AGMs:
Steadfast, Coles, Computershare, Mirvac, Flight Centre, Sandfire, Endeavour, Downer, Auswide, Medibank, Bluescope |
