Proxy advisers reinforce AGL chair concerns

The Australasian Centre for Corporate Responsibility​ (ACCR)  is commenting on the published details of the Glass Lewis and ISS proxy advice.

Commenting on the published details of the proxy advice released by ISS and Glass Lewis, Brynn O'Brien, Executive Director, The Australasian Centre for Corporate Responsibility (ACCR), said:

“These recommendations make it almost certain that the AGL board is about to grow, with the addition of at least three directors put forward by Grok Ventures a likely result if conventional voting patterns are followed.

“This will be a good outcome for AGL shareholders who see huge opportunity in the company’s rapid decarbonisation.

“It’s difficult to see how Patricia McKenzie can continue as chair. Both reports reinforce governance concerns relating to Ms McKenzie, who was elevated into the role after a search that she oversaw failed to put forward any other candidate.

“ACCR’s own analysis concludes this too.

“But Ms McKenzie may now face further problems entirely of her own making. Given one of the key roles of chair is to unite and guide a board, her adversarial approach to the shareholder-nominated directors, some of whom are now likely to be sitting around the board table, looks extremely foolish.

“In particular, her statements casting doubt on the independence of the shareholder-proposed directors were unjustified — the proxy advice is abundantly clear that the nominated directors are independent.

“There is a lot of work for AGL’s board, however it is constituted after the AGM, to get on with. One of the first decisions directors will take is the appointment of chair, and it is fair to say that Ms McKenzie’s leadership has been destabilised by her own actions.”

Background

ACCR’s analysis and voting intentions regarding the AGL directors can be found here.

Disclosure of potential conflict of interest: Ms Armina Rosenberg, who sits on ACCR’s Office Bearers’ committee, is a portfolio manager at Grok Ventures. Grok Ventures is a business name used by the private investment group controlled by Mike Cannon-Brookes. "Grok Ventures" is a registered business name of Cannon-Brookes Services Pty Limited (ACN 616 170 542) (CBS). An affiliate of Cannon-Brookes Services Pty Limited, the Galipea Partnership, is the holder of an 11% interest in AGL. Ms Rosenberg has had no role in ACCR’s decision-making and analysis in relation to AGL and its CTAP, the directors proposed for election, and the expired takeover bids. No financial relationship exists between ACCR and Grok or any Mike Cannon-Brookes entity, and no Grok or Mike Cannon-Brookes entity is or has ever been an ACCR donor.