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Proxy Advisory Report

NZXplorer Governance Standards v1.0.0
Gentrack Group Limited (GTK)|Meeting: 28 February 2024

0

Vote FOR

2

Vote AGAINST

2

REFER

6

Flags Raised

Company Context

GRS Score

61.38/100 (Good)

Board Size

14 directors

Independence

29%

Gender Diversity

29% female

CEO Compensation

$1.7M

1-Year Return

-3427.4%

Auditor

Unknown

VQS

85/100

Resolution Recommendations (4)

Director Electionhigh confidence

Re-election of Andy Green as director

AGAINST

Vote AGAINST recommended due to: Board Independence, Gender Diversity.

Flags (2)

Board IndependenceAGAINST

Board independence is 29% (4/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.29independent count: 4board size: 14threshold: 0.5director independent: false
Gender DiversityREFER

Board gender diversity is 29% female (4/14), below the 30% target.

female ratio: 0.29female count: 4board size: 14threshold: 0.3
Actual result: 99.1% FORPassed
Director Electionhigh confidence

Re-election of Gary Miles as director

AGAINST

Vote AGAINST recommended due to: Board Independence, Gender Diversity.

Flags (2)

Board IndependenceAGAINST

Board independence is 29% (4/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.29independent count: 4board size: 14threshold: 0.5director independent: false
Gender DiversityREFER

Board gender diversity is 29% female (4/14), below the 30% target.

female ratio: 0.29female count: 4board size: 14threshold: 0.3
Actual result: 100.0% FORPassed
Director Electionlow confidence

Re-election of Stewart Sherriff as director

REFER

Flagged for review due to: Board Independence, Gender Diversity. Case-by-case assessment recommended.

Flags (2)

Board IndependenceFOR

Board independence is 29% (4/14), below the 50% minimum. Non-independent directors may face opposition.

independence ratio: 0.29independent count: 4board size: 14threshold: 0.5director independent: true
Gender DiversityREFER

Board gender diversity is 29% female (4/14), below the 30% target.

female ratio: 0.29female count: 4board size: 14threshold: 0.3
Actual result: 99.2% FORPassed
Auditorlow confidence

Authorise directors to fix auditor remuneration (Ernst & Young)

REFER

No governance concerns identified based on available data.

No governance concerns identified

About this report

Recommendations generated by the NZXplorer Governance Standards (v1.0.0) rule engine. 34+ rules across 8 resolution categories evaluate board composition, remuneration practices, auditor independence, and capital management against configured governance thresholds.

Data sources: NZX company announcements, annual reports, AGM voting records, financial statements, and Notice of Meeting documents where available. Some data gaps may affect recommendation accuracy.

Important Notice

This report is automated governance analysis generated by a rules-based scoring methodology. It is not personalised financial advice, a recommendation to acquire or dispose of a financial product, or an investment recommendation within the meaning of the Financial Markets Conduct Act 2013 (NZ).

NZXplorer is not a Financial Advice Provider under the FMCA. Voting recommendations reflect the application of published governance standards to publicly available data and should not be relied upon as a substitute for professional advice. Shareholders should read the full Notice of Meeting and consult their own advisers before voting.

Methodology, thresholds, and data sources are disclosed in full. If you believe any data is incorrect, contact hello@nzxplorer.co.nz.

Data sourced from publicly available records. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.