By Fiona Balzer, Policy and Advocacy Manager, and Damien Straker, Advocacy Coordinator
2 December 2022
We have seven AGMs and two EGMs to attend by the end of 2022. Link (LNK) has squeezed in a late extraordinary general meeting to consider and vote on an in-specie distribution of Link Group’s shareholding in PEXA Group Limited (PXA), to be carried out by a capital reduction, which may be accompanied by a dividend.
If the distribution is approved, eligible shareholders will be entitled to receive one PEXA share for every 7.52 Link Group shares held at the Record Date (being 7.00pm, Sydney time, on 3 January 2023) rounded down to the nearest whole PEXA share. Link Group shareholders will also retain their existing Link Group shares.
On Tuesday, members participated in a webinar where we spoke to ANZ CEO Shayne Elliot about the company’s upcoming Scheme Meeting on 15 December.
It was good to put some meat on the bones of an extensive explanatory memorandum. As always, Fiona Balzer encourages shareholders to read the information companies provide. You can view the transcript here.
Strike Count for ASA monitored companies
Company/Against vote on remuneration report
Goodman Group 28.91%
The Star Entertainment Group 30.11%
Link Administration Services 30.66%
AGL Energy 30.69%
Link received many negative votes at its AGM (17.33% against re-election of Chair Carapiet, 19.96% against re-election of Chair of the Remuneration Committee, McDonald) and a second strike on the remuneration report of 30.66%.
Only 85.02% of shares were voted against the board spill. It’s been a tough year for the company and its shareholders after the scheme with D&D was unable to be completed.
Upcoming company meetings
The full list of upcoming AGMs for the rest of the year can be viewed here. Voting intentions reports will be available approximately two weeks prior to the AGM date, except where the pre-AGM meeting with directors has been delayed.
Westpac (WBC) AGM
Similar to CBA, this year’s meeting for WBC will be in Melbourne. Unlike CBA there will be an opportunity for shareholders in other areas to also attend and ask questions on an online basis.
The Westpac Annual Report is very comprehensive and the detail in the Notice of Meeting is also helpful. In July, there was a ‘live’ Market Update with time for attendees to raise questions. The recent Annual Results presentation was another opportunity for interaction with stakeholders.
Over recent years, WBC has struggled somewhat following very significant issues a few years ago. It is a long journey for the company and WBC acknowledges that situation. However, they are making steady progress and have returned to a reasonably solid position. We will be voting in favour of all board supported resolutions.
Read the full voting intentions report for WBC here.
Magellan (MFG) EGM
The purpose of this EGM is to seek shareholder approval to increase the maximum aggregate fees payable to non-executive directors (NEDs) substantially, by $1m to $1.75m. The last increase in the maximum aggregate fees was at the company’s Annual General Meeting held on 12 October 2017, when there were two executive directors (executive remuneration is outside the aggregate fee pool). Now NEDs will fill these seats. We have compared the proposed fees to other similarly sized companies and agree it appears that Magellan’s NED’s fees are significantly out of line with peers, hence ASA will vote undirected proxies in favour of the resolution.
We note that the proposed increase to the fee pool should enable Mr. David Dixon to be appointed to the Board of the Company as previously announced. It should provide sufficient headroom to facilitate further Board renewal, and we consider it should not need revising for a number of years.
Read the full voting intentions report for MFG EGM here.
ANZ Bank (ANZ) AGM
The AGM and Scheme meetings are being held in Adelaide. For those shareholders who cannot attend in person, an online link is provided and shareholders/proxy holders will be able to vote and ask questions online. Shareholders can also listen to the proceedings by telephone and ask questions by registering via the share registry.
One new director is seeking shareholder confirmation of their appointment earlier this year with two existing non-executive directors seeking re-election. We are supporting the election of Mr Jeff Smith and re-election of the current Chairman, Mr Paul O’Sullivan. In relation to the re-election of Ms Sarah Halton, we are undecided given her workload appears considerable and we will seek clarification at the AGM.
Her associated roles and background provides diversity to that of other Board members and should bring insights valuable to the Board.
Read the full voting intentions report for ANZ AGM and Scheme meeting here.
Elders (ELD) AGM
It was a satisfactory year for the company with profit similar to last year after 3 years of excellent returns. We will be voting open proxies in favour of the resolutions, which includes an increase to the aggregate NED fee pool.
The Fee Pool has not been increased since it was last approved by shareholders at the 2006 Annual General Meeting. At that time, the Fee Pool was $1,800,000, excluding superannuation. In line with a commitment given to shareholders at the 2013 Annual General Meeting, the Directors voluntarily reduced the Fee Pool to $1,200,000 where it has remained. Currently, the chair and non-executive directors are paid a total of $991,700. Should an additional director be appointed, the total will rise to approximately $1,136,700. This amount is very close to the $1,200,000 total director’s fee pool and therefore an increase appears reasonable. Since 2013, the company underlying profit has increased by 17 times and each director’s workload has increased substantially.
Read the full voting intentions report for ELD here.
National Australia Bank (NAB) AGM
National Australia Bank is now in the third-year implementation of the strategy to build a stronger, safer, and simpler bank so that they are well placed to look at the challenges and opportunities for both the business and customers. Substantial progress has been made and this is reflected in the financial results, improvement in dividends, and share price although dividend is still below pre pandemic figure.
No material changes were made to the executive remuneration framework for 2022. During the 2023 financial year, the board will consider appropriate enhancements to strengthen compliance with CPS 511, including longer variable reward deferral periods for the CEO and the introduction of the non-financial long-term variable reward performance measures.
We will vote open proxies in favour of the board supported resolutions.
Read the full voting intentions report for NAB here
In case you missed it
Read the full voting intentions report for BOQ here.
We were planning to vote open proxies against both the remuneration report and the resolution to approve the grant of BOQ securities to the CEO George Frazis. However, we note resolution 4 has been withdrawn as it is no longer required following the Board’s announcement on Monday, 28 November 2022 that Mr Frazis is leaving the Bank.
In case you missed it
Read the full voting intentions report for SOL here