New Telstra director Maxine Brenner to be pressed on Qantas at AGM
Telstra shareholders will press new director Maxine Brenner to explain how she handled corporate governance issues while on Qantas’ board as she stands for election at the telecommunications group’s annual general meeting on Tuesday.
Ms Brenner, a former investment banker and corporate lawyer, is being formally elected to Telstra’s board as a non-executive director after being appointed in mid-February.
One proxy firm, Institutional Shareholder Services (ISS), has opposed her election, citing the “material failures of governance, board and risk oversight and fiduciary duties” at Qantas, where Ms Brenner has been a director since August 2013.
Proxy group ISS says Telstra investors should not elect Maxine Brenner as a director due to poor corporate governance at Qantas, where she is also a director.
ISS also singled out Ms Brenner’s directorship at Woolworths, where she is chairwoman of the remuneration committee, stating that there have been “potential problematic pay practices” at the supermarket chain, which is facing criminal charges in Victoria over allegations it failed to pay some employees’ long service leave.
ISS’s local head of research, Vas Kolesnikoff, told The Australian Financial Review in early October that Qantas board directors should be held accountable for the turmoil that has engulfed the airline over the past few years, including the illegal firing of 1700 workers during the COVID-19 pandemic and the competition watchdog’s allegations it sold tickets for cancelled flights.
Ms Brenner is a member of Qantas’ remuneration committee as well as its audit committee.
While other proxy groups and the Australian Shareholders Association (ASA) support Ms Brenner’s election to Telstra’s board, ASA chief executive Rachel Waterhouse said the investor group would be raising questions at the AGM.
“We will be asking Maxine about her Qantas directorship and insights,” Ms Waterhouse said. The ASA considers Ms Brenner, who is also a director at Origin Energy, to be “well qualified” for the directorship.
Most institutional investors contacted by the Financial Review on Monday refused to comment on how they would be voting at the AGM, but one said they would be voting in favour of Ms Brenner.
Qantas, which has been under pressure from investors to overhaul its board and management team, said last week that chairman Richard Goyder would leave by November 2024 and that Ms Brenner and another director, Jacqueline Hey, would leave in February.
On Monday, the airline said senior executive Olivia Wirth, who has been running Qantas’ Frequent Flyer and loyalty businesses, would also depart in February and it had created a new position of chief people officer that would be filled by former PwC executive Catherine Walsh.
Tuesday’s AGM is the last for retiring Telstra chairman John Mullen, who will be succeeded by board director Craig Dunn. Mr Dunn is a former CEO of AMP and has been on the telco group’s board since 2016.
Mr Dunn’s suitability to be a director has also previously been questioned by proxy groups, with some recommending against his re-election to the board in 2019 – which led to a 29 per cent protest vote.
Mr Dunn ran AMP between 2008 and 2013 and was previously the head of its financial services division.
A royal commission into the provision of financial advice found that AMP had charged customers fees for no service between 2008 and 2015 and criticised its audit practices. But Mr Dunn was not personally found liable for any misconduct and almost 96 per cent of votes were cast in favour of his re-election as a director at Telstra’s 2022 AGM.
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