AGM wash-up: A perfect time to review shareholder unrest

Ralph Martin | National Technical Director | RSM

Ralph Martin | National Technical Director | RSMA spike in first strikes experienced by a handful of high profile listed companies this AGM season should remind directors that poor management of stakeholders’ expectations in the lead-up to the annual general meeting can seriously backfire.

By better tapping into the mood and expectations of shareholders, listed companies are more likely to avoid deteriorating confidence in their remuneration plans and a potential spill of their boards for the next year or beyond. Even for companies that didn’t experience a first strike, any notable rise in votes against its remuneration plans should trigger alarm bells. To ensure it doesn’t become an ever bigger issue over the next 12 months, smart boards will want to address the root cause of smouldering shareholder unrest.

As recently witnessed with first strikes against stocks like CSL, Slater and Gordon, AGL Energy and Commonwealth Bank of Australia, a vote against remuneration plans is invariably a lightning rod from the myriad of issues bothering shareholders.

Slater and Gordon shareholder backlash over bonuses should also remind companies what happens when they gratuitously reward incompetence.

A first strike was also recorded against blood serum and vaccine manufacturer, CSL – which despite a 10 per cent drop in annual profit - moved to a US-style remuneration plan where bonuses are vested for clearing non-financial hurdles and short-term incentives well above the Australian norm.

Here are four key things to consider when it comes to managing expectations of shareholders and minimising the likelihood of negative surprises.

Better disclosure

Boards need to invest more time providing better disclosure, when a tough earnings outlook only fuels the reluctance by boards to offer anything more than hard numbers.

This is especially relevant for junior resource stocks and R&D-intensive technology companies that can, almost by default - through insufficient disclosure - risk losing support from shareholders who may perceive the company’s board and management to be asleep at the wheel.

Meaningful commentary

Clearly, there’s an art to providing meaningful commentary to shareholders and the broader market, especially when companies deliver disappointing results or remain years away from posting a profit. That’s equally true for companies in start-up phase that struggle with disclosure in fear of alerting new market entrants to the source of their competitive advantage.

Nevertheless, all companies, regardless of size, should consider how they are communicating their underlying narrative, both within the operating and financial review sections of the annual report and progressively throughout the year. That’s just as important for good stocks that, despite consistently delivering solid results the market’s come to expect, provide insufficient commentary to support the numbers.

The market can be quite harsh on stocks that underperform, and especially IP Os that fail to meet prospectus forecasts.

Align remuneration with performance

Start by reviewing ways to make the company’s documentation more transparent around its remuneration strategy. What you should be trying to communicate within the remuneration report is how executive remuneration and greater shareholder value are directly aligned.

The use of independent remuneration consultants may help to align remuneration structures with industry best practice, and avoid any perception of conflicts of interest. Other things to think about include the terms of any share option schemes. How these are communicated will determine whether they’re perceived to reward performance as opposed to entitlement.

First strikes matter

Companies that think first strikes are little more than a quickly forgotten embarrassment should think again.

Even where there is no realistic prospect of a board spill resolution succeeding, first and second strikes are an avoidable distraction and expense.

Recently released research by Macquarie Wealth Management shows that trading is 35 per cent higher on the day of the AGM and for companies that receive a negative surprise, with the share price drifting down for the following six weeks and underperforming by an average 2.63 per cent in the 30 days after the meeting.

The best time to start working on building a better narrative for the business is in the aftermath of the last AGM, when shareholders have aired their key concerns. This presents an opportunity to review any other shareholder grievances that surfaced throughout the year.

Ralph Martin is the National Technical Director of RSM in Australia. He has over 15 years’ experience in accounting and auditing and is an expert on financial reporting and auditing standards. His previous experience includes work at PwC and Crowe Horwath, both in client facing audit  roles, and as a technical specialist. Ralph has worked in the UK, Sydney, Perth and New Zealand.

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