Forum Topics JBH JBH # JBH AGM

Pinned straw:

Added 6 months ago

I attended the JB Hi-Fi AGM this morning. Nothing especially new or exciting business or strategy wise. However I was not impressed by the behaviour of a number of Board members and the Company Secretary in the meeting. In my opinion they came across as over confident, chuckled at legitimate shareholder questions and in one case were disinterested. For the $159 000 + we pay them in Board fees a year I expect a lot better than that at the one event a year they have to interact with their individual shareholders. One of the three Directors up for election today has too much on their plate and another has several black marks against her for significant risk failures at past ASX listed Directorships that destroyed shareholder value. So while I think JB has a dominant market position and structural advantages, I am not comfortable with the Board overseeing my investment at present. All just my opinions of course. Selling IRL and on Strawman.

Karmast
6 months ago

The subject of independence and owning some shares is a subjective one of course. If you have a whole Board with Buffett and Mungers skill and integrity you don't need independence. But sadly we dont have many managers of Aussie companies that fit that description.

So, thats why having independent Directors is the next best option most of the time. ASA wants these independent Directors to hold at least 1 years worth of fees within 3 years on the Board. If they have no spare money it means they can use 1/3 of each years Board fees to get there, which shouldn't be too hard for most. Hopefully 1 years worth of fees in shares sharpens the mind and ensures they take the most care...but it isn't so much that they'll take huge risks or not act with integrity because they had so much to lose. The core job of independent Directors is to oversee the company and ensure all shareholders are treated fairly...not just consider management. And finally independence shouldn't just mean they are "professional" Directors. They should be bringing real skills that the Board needs and ideally past experience from the industry the company operates in.

Again its subjective but it seems a sensible position and compromise for the majority of companies and Boards.


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Strawman
6 months ago

I'd be annoyed by that too @Karmast

Even if the questions weren't "intelligent", as they saw it, or in other ways unworthy, it's not a lot to expect them to treat their shareholders they represent with due respect.

There are too many professional directors these days, and I'm not sure what a lot of them really bring to the table.

On the long list of rules I'd enact if I became president of Australia would the requirement for all directors to be significant shareholders in the company. You couldn't even be nominated unless you add already acquired a sizeable stake. And you could only be paid in options -- specifically, low exercise price options, issued at the money, with 5 year expiry, and only executable at expiry.

You could debate the finer points of this, but I bet it'd better align incentives and lead to better shareholder outcomes.

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Solvetheriddle
6 months ago

too right, at a recent AGM there were 2 questions, both mine, one was with the share price at an all-time low are the directors planning on buying any stock? they don't own much btw.....a lot of uncomfortable squirming in chairs.

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Noddy74
6 months ago

What I wouldn't give to see @Strawman's "long list of rules I'd enact if I became president of Australia..."

Some do it better than others when it comes to director alignment. The Australian Shareholders Association has specific guidelines about this, which you can find here. They're a little less militant than the Overlord in that they don't require directors to begin with a shareholding and I don't think they stipulate fees couldn't be paid in cash, but they do say directors should have accumulated shares to the value of one year's base fees within three years. Similarly their guidelines stipulate Executive KMP's should have similar requirements. For the CEO this would be the equivalent of one year's fixed remuneration in shares within five years.

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Karmast
6 months ago

Spot on @strawman and @solvetheriddle and @Noddy74

Full disclosure is that I am a Board member at the Australian Shareholders Association. The questions were perfectly fair and reasonable questions from people other than me. Seeing the body language at the AGM was a reinforcer of why being physically present can be a great "tell" when you can. None of that means JB cant keep doing well but for me I'd rather not risk it now. I contrast this with the Nick Scali and Codan AGM's of the past week that I also attended - excellent meetings, very shareholder friendly, Directors happy to answer questions directly and chat afterwards. So I came away with conviction built in two holdings and broken in another...

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Strawman
6 months ago

There's a more than a decent chance that my list of edicts would drive the country into an unrecoverable disaster @Noddy74

As they say, the road to hell is paved with good intentions!

Keep up the great work at the ASA @Karmast -- I should give a plug too for the Virtual summit

I'm debating Peter Wargent on "Property v Shares" tonight at 6:30 AEDT.

Gloves are off... ;)

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Tom73
6 months ago

Looking forward to a classic Strawman property rant at the ASA Virtual Conference at 6:30pm :)

Also for those attending, check out the On Demand interview by Owen Rask of David Dicker - he really just cuts through the crap!

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RhinoInvestor
6 months ago

@Strawman While we are at it ... was trawling through my list of AGM voting yesterday and came across @MeganQuinn

TITLE: Non-executive director QUALIFICATIONS: GAICD EXPERIENCE AND EXPERTISE: Megan Quinn joined the City Chic Collective Limited Board in October 2012 as an independent non-executive director. She is a specialist consultant working across a broad range of industries including financial and professional services, healthcare, consumer and digital, and is an international speaker. Ms. Quinn has more than 25 years’ experience working internationally with organisations including Harrods, Dell and Westpac. Ms Quinn was also a Board and National Committee member of UNICEF Australia. Her strong strategic, operational, supply chain and financial expertise is complemented by her capabilities around brand, marketing, innovation, transformation, digital, and customer service and experience across all channels. She is recognised as a global brand expert for her game-changing role as a co-founder of NET-A-PORTER. Known for her creative, energetic and disruptive thinking, Ms. Quinn has the unique ability to define gaps in the market and develop market-leading business strategies for commercial and creative outcomes. OTHER CURRENT DIRECTORSHIPS: Ms. Quinn is currently a non-executive director at Reece Limited (ASX:REH) (since August 2017), InvoCare Limited (ASX:IVC) (since October 2018) and The Lottery Corporation (ASX: TLC) (since June 2022). FORMER DIRECTORSHIPS (LAST 3 YEARS): None SPECIAL RESPONSIBILITIES: Chair of the PCRC; Member of the ARC INTERESTS IN SHARES: None INTERESTS IN OPTIONS: None INTERESTS IN RIGHTS: None

TOTAL SHAREHOLDING in CCX = 0 ... 11 years on the board and not one share and she got paid $143K last FY.

TOTAL SHAREHOLDING in REH = couldn't find Non-executive Director shareholding in the annual report ... 179K last year (at least she showed up for all the meetings)

TOTAL SHAREHOLDING in IVC = 0 on the board since 2018 ... $142,840 last year

TOTAL SHAREHOLDING in TLC = 0 ... just joined the board (didn't think it was prudent to buy any shares) ... 211K last year.


I can't wait to graduate GAICD to rock up for a few meetings, collect 676K and take all care and no responsibility.

Unfortunately couldn't vote against her board participation as she wasn't up for re-election.

@Megan, if you are on the forum, step up and answer for yourself.


DISC: Hold CCX and JBH IRL

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Strawman
6 months ago

Good work of you can get it!

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innuendo
6 months ago

@RhinoInvestor while I don't disagree with the notion that the value equation is way out of whack for most non-exec directors, could/should independence be an argument for not holding shares?

From a governance perspective, the board should be aiming for majority independent non-exec directors and - while I know the guidance points to 5% holding being the threshold for independence - perception is often different. So many non-execs will steer clear of holding shares at all.

Of course, if I play devil's advocate with myself, it's difficult to argue you're independent if you're being paid $150k p.a. to attend meetings. ;)

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RhinoInvestor
6 months ago

@innuendo personally I'd prefer a board that represents shareholders.

Generally I'd want the board to have a level of independence from the Executive Directors (to keep them in check ... eg. much of the recent argument about the Qantas board not providing enough guard rails for Alan Joyce).

I'm not asking for them to have a substantial holding i.e. in the % of market cap. Maybe taking some of their board remuneration (eg 20-25%) in equity. If you've got 3 or 4 of these gigs as a professional director racking up 600K per annum in aggregate then there's still plenty of cash left over to pay for the Maserati valet.

Maybe to help enforce the "independence" of the non-executive directors they should also have their equity tied up / on a vesting schedule so they don't do things that are in the short term interest of the share price while destroying long term shareholder value.

I agree its a difficult balance to strike.

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Karmast
6 months ago

Nice job @Strawman with the property rant at Virtual Conference. Fun but factual and I'm convinced you have the stronger argument...plus history on your side!

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