Our trickle of upcoming AGMs has turned into a deluge! See below for a summary of our thoughts on the upcoming AGMs. 

In terms of against votes, see Stockland’s request to increase the maximum fee pool and number of directors, as well as the grant of performance rights to the CEO. We are also taking Bapcor to task for a problematic remuneration report and board structure, and South32 for a generalised approval for leaving entitlements. Last week we advised we are voting against the re-election of Treasury Wine Estate director John Mullen due to his workload.   

Aurizon Holdings (ASX: AZJ) AGM Thursday 10 October 

Female representation on the Aurizon board does not meet ASA guidelines of 40%, or current ASX Corporate Governance Council Principles and Recommendations (4th Ed) of 30%. The Chair, Tim Poole, expects the current renewal process will provide the opportunity to appoint a female Director, and ASA expects the board to enhance its gender balance as well as additional technology and sustainability skills and experience. We will be voting open proxies in favour of the resolutions, and watching the next director appointments carefully.

You can read the voting intentions report here:
Aurizon voting intentions 

Mader (ASX:MAD) AGM Friday 11 October 

The FY24 results are very good with revenue up 27%, NPAT up
31%, debt down 27% and a 34% lift in dividends at a modest pay-out ratio of
31%.
However, the company listed with an independent Chair who resigned 18 months ago. The Board now comprises 4 non-independent directors. The only non-executive director holds an indirect 20% shareholding via Skye Alba, an entity he controls. Company founder Luke Mader is the Executive Chairman. He holds 51.84% of the shares. We will be voting against the election of one of the executive directors, Patrick Conway, because we think there should be an independent Chair. We are also voting against the remuneration report due to the immaturity of the remuneration framework.

You can read the voting intentions report here:
Mader voting intentions

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  

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 

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 voting intentions

In case you missed it last week:  

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:
Treasury Wine Estates 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 Royalties voting intentions

AGM Reports

We have also published our AGM Reports for AGL Energy and The Lottery Corporation.

Give us your proxies so we can stand up for your rights as a retail shareholder

ASA stands up for the rights of retail shareholders by attending company meetings and asking the tough questions on your behalf. To learn how you can give us your proxies and set up a standing proxy, click here.