ASX director faces protest vote

Longstanding Australian Securities Exchange director Peter Warne has suffered a very high vote against him of more than 20 per cent after questions were raised over his independence and workload.

The vote at the ASX’s annual general meeting on Tuesday morning follows recommendations against his re-election by global proxy advisers Institutional Shareholder Services because he is “overboarded”. It is understood another large proxy adviser, CGI Glass Lewis, also advised against his re-election for the same reason.

ISS’s former head of research, Ulysses Chioatto, said the no vote of 20.32 per cent and support of 77.47 per cent was “shocking”, but not justified given Mr Warne’s performance.

He said many shareholders just accept proxy adviser recommendations and vote accordingly.

Mr Warne is also chairman of both


and Australian Leisure and Entertainment Property Management, is deputy chairman of listed accountant

Crowe Horwath

and of Woolworths’s

ALE Property

Group, as well as sitting on the

Macquarie Group


Fellow directors up for re-election, Damian Roche and Dominic Stevens were both re-elected with votes above 95 per cent. However, they have been on the board for less than a year.

Before the vote, Australian Shareholders Association director, Bruce Nunn, said after eight years the ASA felt that Mr Warne may have been on the ASX board too long, bringing in to question his independence.

The ASX board backed Mr Warne’s re-appointment, citing the value of his years of experience in financial markets and on company boards.

Mr Warne argued that he treats his role as a non-executive director “as a full time role” and none of his fellow directors had ever questioned his contribution. “I strive for balance and if my workload became too great I would cut it back,” he told shareholders on Tuesday’s ASX AGM.

An ASA representative at the ASX annual general meeting said Mr Warne has very good credentials, but “in normal circumstances would breach the ASA’s normal workload requirements” but accepted their arguments.

Mr Chioatto said the proxy advice against his re-election was not justified as Mr Warne has performed well over many years and has had 100 per cent attendance on all the boards he is a member of in the past three years.

He said US and European investors that had contacted him said ISS was being inconsistent because they had voted in favour of Mr Warne’s re-election to several boards in the past two years, even though he had the same workload as now.

“ISS just in July supported his election as chairman for OzForex,” he said. “They supported him in July, now randomly they go against him for his re-election to the ASX board.”

A spokesman for ISS refused to comment on their recommendation.

Dr Paul Kasian, head of asset management at ASX shareholder Equity Trustees, said “in principle they believe directors shouldn’t not be on too many boards”.

Shareholders strongly endorsed new performance rights for managing director Elmer Funke Kupper and ASX’s management and director remuneration.

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