- Times and locations of upcoming AGMs can be viewed here.
- To learn how you can give us your proxies and set up a standing proxy, click here.
Upcoming AGM Overview
AGM season often lifts the scrutiny of executives, directors and companies. But for WiseTech, its CEO and directors, it was scrutiny culminating in the appointment of the retiring CFO to take on the role of CEO while recruitment searches take place, and the move of CEO Richard White to a consulting role after a break from the company. We have been deliberating our position for most of the week, on where the intersection of the personal and professional is for company figureheads, the challenge of founder-led companies and what we expect of the board.
In what has been a week of deep examination of CEO private affairs, literally, and other alleged poor behaviours at the top level of listed companies, it’s fitting we have the Nine Entertainment Co voting intentions report for its 7 November AGM. The new Chair and senior management have been handed major problems within the short period of time since they were appointed after a raft of departures and the publishing of its cultural review report.
At today’s Qantas AGM, we expressed concerns to John Mullen about his director workload. While he doesn’t necessarily share our view on the ideal number of director roles, he explained that he assesses his capacity based on whether he feels he is doing a good job and whether other board members believe he is meeting expectations. We were pleased to hear his commitment to reducing his workload next year, as shareholders are that one step removed from those director insights.
At IGO’s AGM, we will 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 impairment. We will also vote against the request for an increase to the director fee pool, as the board of 9 directors with only one indicating an intention to step down in calendar 2025 is large for a company with a single mine due to close within 2 years and an interest in a joint venture. While at Steadfast’s AGM, we will vote against the re-election of Mr Rynenberg, a Steadfast Network Broker (not owned by Steadfast) who joined the Steadfast Board in August 1998. Mr Rynenberg sits on the Audit and Risk, Nominations and People, Culture and Governance Committees of the Steadfast Board and should have been across the very issues the company now finds itself embroiled in.
You can read the voting intention report for 8 of the meetings to be held in the next week below, from ASX and JB Hi Fi to Woolworths and Wesfarmers it will be a week filled with diverse updates.
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.
Austal Limited (ASX: ASB) AGM Friday 1 November 2024
It’s been a big year at Austal. In August, the company advised it had reached a global resolution with both the US Department of Justice and the US Securities Exchange Commission to resolve previously disclosed investigations into the events leading up to the write back of work in progress in July 2016. The investigations focused on the actions between 2013 and 2016 of former Austal USA employees to misstate Austal USA’s performance and financial condition in Austal USA’s financial statements that were consolidated into the consequential statements and financial reports of Austal Limited.
Austal has booked an expense of $48.1m in FY24 to cover the US$24m fine/restitution, some legal costs and expected costs of complying with other terms of the settlement. We will ask what further implications/repercussions have arisen from this calamity.
We will support the resolutions, but remain undecided on the election of Mr Cubis, a nominee of Tattarang Ventures Pty Ltd, an Andrew & Nicola Forrest company holding 19.61% of Austal’s shares. Apart from representing Mr Forrest’s interest in Austal, we look forward to hearing him address the AGM to assess whether he will make a positive contribution to the board and assist in improving corporate culture to avoid the mistakes of the past.
Steadfast Group Limited (ASX: SDF) AGM Friday 1 November 2024
At Steadfast’s AGM, we anticipate discussion of the matters raised by Four Corners (ABC TV) and the ACCC. We will vote against the re-election of Mr Rynenberg, a Steadfast Network Broker (not owned by Steadfast) who joined the Steadfast Board in August 1998. Mr Rynenberg sits on the Audit and Risk, Nominations and People, Culture and Governance Committees of the Steadfast Board and should have been well aware of the issues the company now finds itself embroiled in. We will vote for the election of Mr Bloore who was appointed a director in November 2023.
IGO Limited (ASX: IGO) AGM Wednesday 6 November 2024
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 Limited (ASX: BEN) AGM Thursday 7 November 2024
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 Limited (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. 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. Nine is a global company and they are competing for talent in global markets and that they benchmark against companies of similar size and industry in the UK and USA.
Coles Group Limited (ASX: COL) AGM Tuesday 12 November 2024
Coles’ financial performance of a 2.1% increase in net profit after tax on an adjusted 52-week basis, and a 4% fall in earnings per share (although up +1.8% on a 53-week basis) and dividend up 3.0% was good considering the climate in the last year and the challenges being faced by Coles Group at a political level. There is a senate inquiry into higher prices and rising profits and an ACCC inquiry into misleading customers with discount pricing. We will vote open proxies in favour of the director elections and remuneration resolutions, as well as the renewal of the proportional takeover provisions.
We are voting against the resolutions associated with the sourcing of salmon from Macquarie Harbour and its impact on the Maugean skate population, notwithstanding we expect Coles to responsibly source their products. The company intends to consider stakeholder views and publicly report to shareholders and other stakeholders, including consumers, about impacts on sustainability and nature through their sustainability reporting.
Computershare Limited (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.
In case you missed the reports published in prior weeks:
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.
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.
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 reduced on broadly flat revenue as the Covid impacts of working from home etc receded and cost of living pressures hit consumers. Profits did reduce less than consensus which helped drive the share price up despite the lower profit. 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 and also 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 for the remuneration report because on balance the outcomes are relatively modest, but against the grants of equity 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, 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.
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.
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 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:
Magellan
Perpetual
PWH
RPM Global
Treasury Wine Estates
Australian Foundation Investment Co; and
Origin Energy.
If you hold shares in any of these three companies, we encourage you to submit your proxy to us for representation.
