“This is yet another bad move that doesn’t appear to be rooted in logical business decisions and certainly ignores the threats and opportunities facing AGL.”
In its notice of meeting for its November 15 general meeting, published on Friday, AGL said it was “unusual for a non-controlling shareholder to present four candidates for election to the board of directors”.
He said he had not completed his own processes “to verify the independence” of the four.
AGL said its directors consider Mr. Twidell’s skills and experience would be a valuable addition to the board and that it supports his election, but that “the skills and experience of the other nominees would not add nothing to the overall efficiency of the board”.
He said that while Dr Schott, Professor Pollaers and Ms Holman are respected directors in their own right, “their skill sets are either already present on the board or are not aligned with the priority skills sought under the current renewal process”.
Grok signaled that he would launch a campaign among other AGL shareholders to try to get directors approved despite the board’s position, similar to the one successfully fought against the split.
The company “will engage directly with AGL’s 150,000 shareholders ahead of the AGM to explain the merits of seeking new faces to provide a broader mix of skills and experience – as well as additional capabilities to undertake the monumental amount of work required by the Council,” Grok’s spokesperson said.
Several shareholders expressed initial support for Grok’s four nominees, including most recent high-profile money manager Geoff Wilson, who said the quality and track records of each suggested they would act completely independently.
However, others remained cautious amid fears that if all Grok-aligned candidates were selected, the company would effectively secure control of the board despite holding less than 11.3%.
MST Marquee energy analyst Mark Samter sided with AGL’s board on the issue, while also criticizing its track record.
“I must say that I completely agree that an 11.28% shareholder, especially a shareholder who has not defined a clear and sensible strategy on how he thinks the company should be run, should not be allowed to nominate four board members for election,” he told clients in a note.
“AGL’s abysmal efforts that got us here do not justify entrusting unspoken power to someone who could arguably wreak even more havoc.”
In a letter to shareholders, Ms McKenzie said the recommendations came after considering the skills and experience of each nominee and those of directors already on the board, including recently appointed former CEO Miles George. renewable energy provider Infigen Energy, which is backed by Grok.
“While we understand that Grok’s appointments have been made in what he considers to be your company’s best interests, given the depth of the energy market and transition experience already represented at AGL’s renewed board of directors, the board is of the view that the appointment of the four Grok nominees would add nothing to the overall effectiveness of the board,” she said.
Ms McKenzie said that because AGL’s constitution limits the number of directors to ten, the nomination of Grok’s other nominees would limit his ability to recruit additional directors with the skills he needs, such as listed experience. at the ASX, mergers and acquisitions and customers, digital and emerging. technological know-how.
Regarding Dr Schott, who is also chairman of the NSW Net Zero Emissions Board, AGL said that given the appointments to the board since the last AGM and its support for the election of Mr Twidell, “the directors do not consider the adding more energy expertise as a priority, unless it is through a candidate who also addresses other priority areas.”
He said Professor Pollaers’ extensive business experience “is not considered by the board to be sufficiently compelling” to justify his appointment, citing his “limited” experience as a non-executive director of ASX-listed companies and noting that his relevant CEO experience is “not recent”.
Regarding Ms. Holman, who is a director of Metcash, Collins Foods and CSR, among other organizations, AGL said her specific technology experience is outside of the retail space and digital customer experience which is a priority. . He said his commitments to nine other boards “could compromise his ability to provide the required commitment from AGL’s directors”.
For Grok, the task of gaining shareholder support to elect his rejected directors is more difficult than sabotaging the split, given the 50% approval threshold for electing a director, compared to the 25% what he needed then.
Shareholders will also have the opportunity to vote on AGL’s first transition plan for climate action, which includes its increased commitments to exit from coal power, including with the accelerated closure plan for the Loy Yang plant. A in Victoria, which is now due to close by mid-2019. -2035.
Some analysts doubt that all climate-focused investors will support the plan, given that it does not fully align with the 1.5-degree warming target under the Paris Agreement, which would require an exit from the coal by 2030.
Grok said Friday that AGL’s strategic review, centered on an accelerated exit from coal power in 2035, was “not ambitious enough to forecast a plan that delivers less than 1.5 degrees.” He also said he hadn’t looked at the “behind the meter” opportunity of sourcing and managing energy for customers.
AGL shares fell 2.9% to $7.11.