Cochlear Limited · ASX:COH
Cochlear — Shareholder Meeting (2005)
36 slides from Cochlear's shareholder meeting presentation, 2005
Slide 1: Cochlear Limited 2005 Annual General Meeting
Cochlear Limited 2005 Annual General Meeting
Slide 2: Questions…
( Hear now. And always Cochlear”
Slide 3: Question 1
Question 1: • Is it possible to produce a condensed financial report as well as the full Annual Report?
Slide 4: Question 2
Question 2: • Can you quantify your intellectual property holdings? How do these compare with your competitors and how important are they in terms of protection against competitors?
Slide 5: Question 3
Question 3: • What new technologies are in the pipeline?
Slide 6: Question 4
Question 4: • Would the Board consider holding future AGMs in Melbourne?
Slide 7: Question 5
Question 5: • Would you consider implementing a dividend reinvestment plan?
Slide 8: Question 6
Question 6: • Considering that Boston Scientific had a recall in the USA and that Cochlear is doing more direct marketing to customers, can we expect a higher penetration of the available market in the USA?
Slide 9: Question 7
Question 7: • How can you justify the salaries paid to the executives?
Slide 10: Question 8
Question 8: • How often do you rotate your audit partner and when was the last rotation? How do you ensure auditor independence?
Slide 11: Question 9
Question 9: • What is AIFRS? What is its impact on Cochlear?
Slide 12: Question 10
Question 10: • Does the Company promote diversity in its workforce?
Slide 13: Business of the Meeting
Cochlear Limited 2005 Annual General Meeting Business of the Meeting
Slide 14: Resolution No. 1: Financial and other reports
Resolution No. 1 Financial and other reports To receive and consider the Company’s Financial Report, Directors’ Report and Auditor’s Report in respect of the year ended 30 June 2005.
Slide 15: Resolution No. 1: Proxy Summary
Resolution No. 1 Financial and other reports Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 24,495,838 91% • Votes against the resolution 13,548 <1% • Votes to be cast at the discretion of the proxy 168,109 <1% • Votes directed to
Slide 16: Resolution No. 2: Remuneration Report
Resolution No. 2 Remuneration Report To consider and, if thought fit, to pass the following non-binding resolution: 2.1 “THAT the Remuneration Report be adopted.”
Slide 17: Resolution No. 2: Proxy Summary
Resolution No. 2 Remuneration Report Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,396,392 98% • Votes against the resolution 187,961 <1% • Votes to be cast at the discretion of the proxy 178,559 <1% • Votes directed to abstai
Slide 18: Resolution No. 3
Resolution No. 3 Election of Directors To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
Slide 19: Resolution No. 3.1 - Mr Tommie Bergman
Resolution No. 3.1 Election of Directors - Mr Tommie Bergman “THAT Mr Tommie Carl-Erik Bergman, being a Director who is retiring by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re-election as a Director of the Company.”
Slide 20: Resolution No. 3.1 Proxy Summary
Resolution No. 3.1 Election of Directors - Mr Tommie Bergman Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,593,836 99% • Votes against the resolution 36,885 <1% • Votes to be cast at the discretion of the proxy 172,109 <1% • V
Slide 21: Resolution No. 3.2 - Professor Edward Byrne
Resolution No. 3.2 Election of Directors - Professor Edward Byrne “THAT Professor Edward Byrne, being a Director who is retiring by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re-election as a Director of the Company.”
Slide 22: Resolution No. 3.2 Proxy Summary
Resolution No. 3.2 Election of Directors - Professor Edward Byrne Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,458,157 98% • Votes against the resolution 24,247 <1% • Votes to be cast at the discretion of the proxy 173,709 <1
Slide 23: Resolution No. 3.3 - Dr John Louis Parker
Resolution No. 3.3 Election of Directors - Dr John Louis Parker “THAT Dr John Louis Parker, being a Director who is retiring by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re-election as a Director of the Company.”
Slide 24: Resolution No. 3.3 Proxy Summary
Resolution No. 3.3 Election of Directors - Dr John Louis Parker Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,588,115 99% • Votes against the resolution 45,213 <1% • Votes to be cast at the discretion of the proxy 173,709 <1%
Slide 25: Resolution No. 3.4 - Mr Rick Holliday-Smith
Resolution No. 3.4 Election of Directors - Mr Rick Holliday-Smith “THAT Mr Rick Holliday-Smith, being a Director who has been appointed to fill a casual vacancy on the Board in accordance with the Company’s constitution and, being eligible, offers himself for election as a Director of the Company.”
Slide 26: Resolution No. 3.4 Proxy Summary
Resolution No. 3.4 Election of Directors - Mr Rick Holliday-Smith Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,574,441 99% • Votes against the resolution 42,417 <1% • Votes to be cast at the discretion of the proxy 174,379 <1
Slide 27: Resolution No. 3.5 - Mr Donal O’Dwyer
Resolution No. 3.5 Election of Directors - Mr Donal O’Dwyer “THAT Mr Donal O’Dwyer, being a Director who has been appointed to fill a casual vacancy on the Board in accordance with the Company’s constitution and, being eligible, offers himself for election as a Director of the Company.”
Slide 28: Resolution No. 3.5 Proxy Summary
Resolution No. 3.5 Election of Directors - Mr Donal O’Dwyer Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,570,896 99% • Votes against the resolution 41,173 <1% • Votes to be cast at the discretion of the proxy 176,379 <1% • Vo
Slide 29: Resolution No. 3.6 - Mr Paul Ronald Bell
Resolution No. 3.6 Election of Directors - Mr Paul Ronald Bell “THAT Mr Paul Ronald Bell, being a Director who has been appointed to fill a casual vacancy on the Board in accordance with the Company’s constitution and, being eligible, offers himself for election as a Director of the Company.”
Slide 30: Resolution No. 3.6 Proxy Summary
Resolution No. 3.6 Election of Directors - Mr Paul Ronald Bell Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,554,415 99% • Votes against the resolution 52,578 <1% • Votes to be cast at the discretion of the proxy 176,379 <1% •
Slide 31: Resolution No. 4: Securities issued to CEO/President under CELTIP
Resolution No. 4 Approval of securities issued to the CEO/President under the Cochlear Executive Long Term Incentive Plan (“CELTIP”) To consider and, if thought fit, to pass the following resolutions as an ordinary resolution: 4.1 “THAT approval be given to: a) The grant to Dr Christopher Graham Rob
Slide 32: Resolution No. 4 Proxy Summary
Resolution No. 4 Approval of securities issued to the CEO/President under the Cochlear Executive Long Term Incentive Plan (“CELTIP”) Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,267,136 98% • Votes against the resolution 336,
Slide 33: Resolution No. 5: Securities issued to an executive director
Resolution No. 5 Approval of securities issued to an executive director under the CELTIP To consider and, if thought fit, to pass the following resolutions as an ordinary resolution: 5.1 “THAT approval be given to: a) The grant to Dr John Louis Parker, an executive director of the Company, of option
Slide 34: Resolution No. 5 Proxy Summary
Resolution No. 5 Approval of securities issued to an executive director under the CELTIP Proxy Summary • Total number of proxy votes available to be cast 26,896,973 100% • Votes in favour of the resolution 26,239,730 98% • Votes against the resolution 362,472 1% • Votes to be cast at the discretion
Slide 35: Close of Meeting
Close of Meeting (Co Cochlear” Hear now. And always
Slide 36: Cochlear
Cochlear”