v1dis agms sandra biggs general manager - sa computershare investor services
TRANSCRIPT
V1DIS
AGMs
Sandra Biggs General Manager - SAComputershare Investor Services
VotingOverall issued capital voted increased in 2013
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Statistics are based on companies maintained by Computershare
VotingNumber of securityholders voting continues to decrease
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Statistics are based on companies maintained by Computershare
Institutional investorsMore issued capital voted in ASX300 companies
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Statistics are based on companies maintained by Computershare
Voting channelsOnline voting reaches highest level
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Statistics are based on companies maintained by Computershare
Meeting attendanceAttendance is down across the board
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Statistics are based on companies maintained by Computershare
Meeting attendanceAttendance levels higher for home-state meetings
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Statistics are based on companies maintained by Computershare
Meeting attendanceLarge proportion of attendees are visitors
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Statistics are based on companies maintained by Computershare
Meeting engagementMore companies choose polls
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Executive remunerationFirst strikes drop again, second strikes remain at similar
levels
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Communication preferencesAnnual Report elections
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Statistics are based on companies maintained by Computershare
Case Study - Westfield
› Separate meetings of Company and Trust on restructure
› Company meetings (3) passed – Trust meeting adjourned due to material change
› All resolutions were interdependent, restructure motions required 50% pass, constitutional changes required 75% pass
› Poll conducted on adjournment – voting handsets used with results in minutes (as opposed to hours counting poll papers)
› Trust meeting adjourned until 20 June – voting entitlement remains the 27 May
› Proxy forms to be resent – enabling holders to change their vote, if no change existing proxy vote remains in place for adjourned meeting
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Case Study - Westfield
› Clear understanding of voting position of top holders – often several layers below the custodian whose name appears on the register
› Consider use of voting handsets for poll – registering into multiple meetings
› Consider impact and importance of interdependency of all ordinary and special resolutions
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Preparing for this year’s AGMFive tips for a smooth meeting
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Research top holders’ voting
position
Identify KMPs &
CRPs early
Consider day of meeting in relation to proxy close off
on a weekend
Determine in advance plan
re polling
Identify & prepare for shareholder
activists
Communicate with ASA
Regulatory Update
Proposal to repeal 100 member rule for requisitioning meetings
› Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014
› Can be used vexatiously
› Costly for companies
› Such resolutions rarely pass
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Regulatory Update
ASX Listing Rule proposal to remove ‘Chairman’s box’ on proxy form
› In 10 of the top 50 companies approx 60% of shareholders who appoint the Chairman with open votes do not tick the Chairman’s box
› A large number of lost votes
› If repealed, will enable Chairman to vote all open votes when Chairman is appointed as proxy
› Currently awaiting approval of ASIC
› Expected to be effective from 1 July 2014
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Regulatory Update
Facilitating electronic Offer of securities
› RG107 provides clarity on the ability to communicate Offers electronically
› Issues to consider
- Email elections of holder when providing email address
- Expectation of holder
- Electronic offer being caught as spam and not delivered
- Offer being ‘in the money’ and holder not responding
due to non receipt of emailed Offer
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Regulatory Update
Change in dividend reinvestment plan and currency election dates
› Introduced as a result of the reduction from record date to ex date from 5 business days to 3 business days
› Last election date to be set no earlier than
the business day following the record date
for the dividend or distribution
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Regulatory Update
Foreign Account Tax Compliance Act (FATCA)
› Intergovernmental Agreement signed 29 April 14 between AU & US Treasury
› Agree to exchange information on each jurisdictions’ taxpayers
› Places administrative obligations on Financial Institutions in Australia
- Effective 1 July 2014, requirement to identify new Financial Account holders
- New Financial Account holders who do not certify they are not a US person will be reported to the ATO who will report to IRS
- Tax Laws Amendment (implementation of FATCA amendment) Bill 2014 introduced to Parliament
- Draft guidance open for consultation until 11 June 2014
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V1DIS
AGMs
Sandra Biggs General Manager - SAComputershare Investor Services