By Fiona Balzer, Policy and Advocacy Manager, and Damien Straker, Advocacy Coordinator
13 May 2022
This week was dominated by reading the AGL demerger document and reviewing member feedback on the proposal. We will get more to you in the next week or so.
Meanwhile, the next week of the mini-AGM season sees ASA representatives attending the Eagers Automotive, ADBRI, Woodside Petroleum, InvoCare, and AMP AGMs.
ASA will vote against the re-election of Mr Daniel Thomas Ryan, a director since 2010. Mr Ryan is a Director and Chief Executive Officer of WFM Motors Pty Ltd, a substantial shareholder of APE with 69.5m shares (27.2%). ASA guidelines support the election of directors representing substantial shareholders in line with their holdings. However, given the APE board has failed to reach gender diversity goal of a minimum of 30% female directors and only one of the nine directors meets governance guidelines for independence with less than 12 years tenure, the Chair, we will vote against the re-election of Mr Ryan. ASA considers longevity of tenure impacts at ten years and that an independent director who could succeed in due course should be added to the board.
We will support all the company’s resolutions to be tabled at the AGM. Proxy givers should give a directed vote that reflects their circumstances for Resolution 2, approval of the BHP Petroleum merger.
We are voting in favour of all the resolutions bar the grant of the one-off performance rights to the CEO. We find the inclusion of shareholder approval for the purposes of any termination payments beyond 12 months fixed remuneration, to be a step too far. ASA guidelines encourage companies to outline what those termination payments would look like when they ask for shareholders’ approval. Last year, 19% of the shares were voted against the report, not a strike (which is 25% or more share voted against) but a sign of discontent given the major shareholder, Barro Properties Pty Ltd, holds 43% of the shares on issue.
ASA will be voting against the remuneration report, and, consequently, equity grant to the new CEO. While supporting the appointment and wishing the CEO well, ASA guidelines don’t support sign on payments without performance hurdles although we acknowledge there is deferred equity over 4 instalments in the STI component. The previous CEO, De Ferrari, was paid 6 months in lieu of notice of $300,000,000 and a $375,000 relocation fee. No STI was paid, eligibility for long-term incentives (LTI) are still on foot. We voted against the Remuneration Report at the previous AGM due to retention payments, where 23.82% of the shares were voted against the report. At the AGM held in 2020 we voted against due to the size of the then CEO’s remuneration (De Ferrari). In 2021, Retention payments of $450,000 were made to James Georgeson and David Cullen, and $420,000 to Phill Pakes.
We are voting in favour of the resolutions at the InvoCare AGM. Some normality returned to the company in 2021, after COVID-19 induced a “world of pain,” although there were residual effects caused by restrictions on gatherings and other impacts of the epidemic. Statutory net profits after tax compared with the prior year turned around from a loss of $11.4m to a profit of $80.3m, with two thirds of this turnaround attributable to mark-to-market accounting for pre-paid funeral contracts. The volatility associated with this asset is prudently not considered to be part of the ordinary operations of the company. On an operating basis, revenues grew by 10.7% and earnings before interest and tax by 35.7% year on year. Unusually the only acquisitions during the year were in the pet cremation business, which is a relatively new initiative for the company.
2022 Remuneration Report strike list
There were no remuneration strikes for ASA monitored companies in this past week, with GPT worthy of an honourable mention with 99.51% of shares voted in favour of the report!
Other company meetings
The date of the Scheme Meeting to vote on the Blackstone offer to takeover Crown Resorts for $13.10 a share was pushed back from 29 April to 20 May, due to delays in securing the gaming regulatory approvals required under the terms of the Scheme Implementation Deed. The current share price of $12.69 suggests a modest uncertainty around the timing. We recommend reading the Grant Samuel opinion in the 270-page scheme booklet and giving a directed vote to your proxy.
Tabcorp shareholders voted in favour of separating off The Lottery Corporation at the scheme meeting held this week. ASA represented 246 shareholders as proxy holder, with the directed votes in favour being seven times the directed votes against.
The outcome of the voting was 99.83% shares voted in favour of the Capital Reduction Resolution. For the Scheme Resolution, the proportion by number of shares voted For was also 99.83%. The number of shareholders voting For was 7,735 (92.39%), and Against was 637 (7.61%).
65% of shares on issue were voted, by less than 1% of the shareholders by number. Tabcorp reported 160,000 shareholders in the 2021 Annual Report, with 140,000 having fewer than 5,000 shares.
Tabcorp shareholders will receive one share in The Lottery Corporation for each share they hold in Tabcorp. Subject to the necessary Court approval, The Lottery Corporation will commence trading on the ASX on 24 May 2022 on a deferred settlement basis. Shareholders wishing to participate in the Sale Facility must ensure their form is received by Tabcorp Share Registry by 5:00pm AEST Monday, 23 May 2022.