Influential proxy adviser ISS has also only provided “qualified” support for the re-election of Mr Roche, who has been chairman since April 2021.
“Some shareholders may choose to vote against the re-election of the chair given the continued delay of the CHESS replacement project, the material corporate governance concerns regarding the ASIC investigation into the contraventions of the Corporations Act and the ASIC Act by the company,” ISS said.
Its qualified support was to “to highlight that problematic pay practices have been identified and shareholders may question whether the board has responded adequately to shareholder concerns and the ‘first strike’ against the remuneration report at the 2022 AGM”, ISS said.
If Mr Roche is re-elected, it is likely to be his last three-year term given the exchange’s guidelines on tenure and the corporate governance principles. Mr Roche joined the board in 2014; 10 years is considered the maximum term before a director loses their independence.
ISS and the ASA have both called for shareholders to vote down the remuneration report. It is supported by two other proxy advisers, Ownership Matters and CGI Glass Lewis. This makes a 25 per cent vote…
