Adairs Limited (ADH) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Brett Chenoweth, and I'm the Chairman of the Board of Directors of Adairs Limited. And I'd like to welcome you this morning to the Adairs 2021 Virtual AGM. In response to government restrictions and the potential health risks arising from the COVID-19 pandemic, the Board determined to hold this year's Annual General Meeting virtually. Although we are not open to meet in person, I'm pleased that we can come together virtually to update you on our company, conduct formal business, listen to any comments that you may have and answer your questions. It is now 11:00 a.m., the appointed time for holding our 2021 AGM. I'm advised that a quorum is present, and I therefore have the pleasure in declaring this meeting open. Thank you all for attending. Details about how shareholders can participate have been set out in the Notice of Meeting and in the online virtual AGM guide, which has been published on our Investor Relations website. Both documents are also available to view and download at the bottom of your screen. I will go through the technical and procedural matters for the AGM shortly. Before proceeding with the formal business of the meeting, I would like to advise that I'm joined today by all of my fellow directors and also all of the senior leadership team of Adairs, including Ashley Gardner, our Chief Financial Officer. They, like you, are all participating virtually. So from the Board, we have in attendance Trent Peterson, Nonexecutive Director and Chair of our Remunerations Committee. We have Kate Spargo, our Nonexecutive Director and Chair of our Audit and Risk Committee. We have Kiera Grant, Nonexecutive Director; Simon West, Nonexecutive Director, who joins us from Auckland; David MacLean, Nonexecutive Director; Mark Ronan, our Managing Director and CEO; Michael Cherubino, Executive Director of Property and Business Development. We also have here today Fay Hatzis, our company secretary. And Joanne Lonergan joins us, who is our engagement partner with the company's auditor, Ernst & Young. Joanne will be available to answer any questions on the audit and the accounts when we get to them at the appropriate time. We also welcome the team from the company's share register, Link Market Services. The agenda for today's meeting is that following my introductory remarks and review of the company's financial performance during FY '21, you'll hear from Mark Ronan, our Managing Director and CEO, and he'll present his full report. We will then proceed with the formal business of the meeting to receive and consider the financial report of the company and to then vote on the resolutions. I'll now briefly talk you through the procedural matters for this meeting. In terms of shareholder questions, we are only taking questions from shareholders today or their representatives. [Operator Instructions] We'll then seek to address your questions during the discussion on the appropriate item of business, and we will endeavor to answer as many questions from shareholders as we can. Questions sent via the online meeting platform will be moderated to avoid repetition. And if questions are particularly lengthy, we may need to summarize them in the interest of time. I ask that all questions be directed to me as Chairman. In terms of the voting procedures, voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, polling on all items is open now. To vote, you simply click on the Get a Vote Card button at the top of your screen. This will bring up the list of resolutions and present you with voting options. Voting for all resolutions will remain open until 5 minutes after the meeting concludes to provide eligible attending shareholders with sufficient time to cast their vote. The final outcome of each resolution will be released to the ASX and posted on our website later today once voting is closed and all numbers are tallied. Any appointed proxy who has been given discretion on how to vote should vote in the same manner. And any appointed proxy that has been directed to vote in a certain manner and has no discretionary votes to cast does not need to vote as those votes will automatically be counted in accordance with those directions. If you experience any difficulties with the online platform, there's a help line number, which is displayed also at the top of your screen. I'll now turn to a brief review for myself of FY '21. As I wrote in the annual report, the 2021 financial year saw COVID-19 continue to impact the lives of our customers, our team and, of course, the broader community. Against this challenging backdrop, Adairs again produced a record year in both -- in terms of both sales and in terms of profitability. Group sales were up 28.5% to nearly $500 million, with online sales representing more than 37% of total sales. This was driven by great results across both Adairs and Mocka with all channels delivering these strong results. The exceptional sales and gross margin results, combined with disciplined cost management, delivered strong operating leverage, allowing both brands and the group to achieve a record profit result with underlying EBIT of $109.1 million, up 97.3% on the prior year. While there's no doubt that COVID-19 has brought focus to the home category, our success in FY '21 is equally attributable to the strategic pillars the Board and management team set prior to COVID, underpinned by our vertically integrated omnichannel model, our unique product and, of course, our amazing team who continue to delight and inspire our customers every day. Mark will expand further upon these elements in his report. As shareholders will also be aware, we chose to return the net benefit of our FY '21 JobKeeper wage subsidy to the Australian government. JobKeeper was a welcome and necessary initiative, helping employers and employees remain connected during a period of significant economic disruption. Ultimately, however, given our success in navigating this period, we felt it right to return the benefit to the government. We successfully executed on a number of strategic initiatives, including the building of our new National Distribution Centre. This was a logistically complex project, which I'm pleased to report has been undertaken seamlessly by our supply chain working with our new operator, DHL. In June, we also announced an agreement with the Mocka founders to finalize and bring forward the settlement of the deferred consideration component of the Mocka acquisition. The original sale and purchase agreement provided for the deferral of 35% of the consideration to be paid in FY '21 and FY '22 based on a formula linked to the actual EBIT in those years. Bringing this forward enables us to continue to invest in the short term to realize Mocka's long-term potential, which is a period which lay beyond the time horizon of the founders of the company. This year, the Board declared a final fully franked dividend of $0.10 per share, and this takes the total dividend payout for the year to a record $0.23 per share. Our balance sheet finished the year in a strong position with cash of $26 million and no outstanding debt. Since then, we have paid the Mocka founders deferred consideration, and we paid the final dividend using existing cash and term debt facilities. Given the strong cash generation of the business, we expect to finish the current financial year with little or no debt. Finally, we provided the market with a trading update this morning covering the first 16 weeks of FY '22. This showed an overall 8.5% decline in total sales over the same period last year, which was completely due to the mandated closure of the majority of our stores in New South Wales and Victoria for almost half -- all of that period. On a like-for-like basis, after adjusting for these 4 store closures, sales are, in fact, up 8.2% across the group. And pleasingly, our New South Wales stores have reopened in the last fortnight and are trading strongly. We anticipate a similar result when the Victorian metro stores reopen, which should happen in the next few weeks. In conclusion, we are well stocked. Our product range is resonating well with customers. And importantly, we are ready to capitalize on the important Christmas trading period and the sales leading up to that period. I remain confident that Adairs has the right strategies, the right team and the right product offering to continue to deliver growing returns for the benefit of all shareholders. I will now hand over to Mark Ronan, your Managing Director and CEO, to present his report. Over to you, Mark.

Thanks, Brett. As Brett has noted, the 2021 financial year was another exceptional year for the group. The financial results achieved by Adairs and Mocka continue to highlight the strength of our brands, the hard work of our teams and our culture that sees us look to delight customers every day, providing us with the attitude and the ability to adapt to the ongoing challenges from COVID-19. The group achieved exceptional sales and profitability growth across both Adairs and Mocka. While this came on the back of a trading environment that was supported by consumers' additional focus on their home as a result of the COVID-19 pandemic, we capitalized on this environment by focusing on our underlying strategies. When I think about our strategies, they are best measured by a few key drivers that have historically delivered year-on-year sales growth, but which, to my mind, are sometimes harder for our shareholders and investors more broadly to fully appreciate. Firstly, the relationship between total sales and our Linen Lover membership levels. The graph shows the correlation between total sales and Linen Lover members is very strong, with every new member adding approximately $400 in sales each year. In FY '21, the Linen Lover membership base increased by approximately 14%, and members who shop with us spent on average 10% more than they did in FY '20. This saw total Linen Lovers sales for the year grow to represent more than 80% of Adairs' total sales. With the strength of the trading environment, we ensured the team was highly focused throughout FY '21 on signing up Linen Lovers. As we know, this gives us the best opportunity to build a relationship with that customer and significantly increases the chance of them returning to shop with us in the future. Going forward, member retention initiatives and the facilitation of online sign-ups through the upgrade of our digital platform in FY '22 will support ongoing growth in our Linen Lover membership base. If I move next to the relationship between store sales and retail floor space. Our FY '21 results have again demonstrated that store sales continue to be highly correlated to increases in our gross lettable area, or GLA. Over the course of FY '21, Adairs delivered strong sales growth through a combination of opening new stores in areas where we were not well represented, the continuation of our store upsizing program and closing smaller stores. When I look at the past 4 years, we have added 9 new stores on a net basis or 5% of our store portfolio, which has resulted in an increase in GLA of 26% and store sales of nearly 30%. This is a reflection of the success of both our new stores and the upsizing program, as these larger stores provide us with the opportunity to showcase more products and categories and operate at a lower rent per square meter and wages to sales ratio, resulting in higher store contribution margins. Importantly, the new stores not only deliver strong sales and profit growth, but also drive an increase in online sales in those catchment areas. And finally, an increase in omnichannel conversion. More customers were comfortable shopping across both channels than ever before, with more than 50% of Linen Lovers shopping across channels. Whilst mandated store closures were one large driver of this, we saw customers happy to shop both in-store or online, depending on the circumstances at that time. Ultimately, we know the most important driver in creating a multichannel customer is building their trust and loyalty to the brand. We saw strong sales growth driven by the increase in multichannel shoppers as they, on average, spend more, which is driven by their engagement with the brand and their comfort in shopping with us how they want, when they want and where they want. These 3 factors highlight the success of our omnichannel mindset and model and give us confidence in our future growth coming from a continued focus on strategies that drive Linen Lover growth, profitable physical space growth and an ever-evolving digital experience. The Adairs model aims to deliver exclusive design and develop product through our vertical supply chain. The total addressable market is large with management estimating the market to be over $15 billion in Australia, of which furniture comprises approximately $10 billion. By offering our exclusive product across multiple channels, it allows us to maximize and fully leverage the benefits that come from our Linen Lover program, back-end infrastructure and highly capable team. This provides Adairs with the opportunity to offer a seamless, inspirational customer experience across channels, resulting in higher levels of customer acquisition, retention and preference. Given the size of the market, our opportunity to continue to grow market share by focusing on these strategic pillars is high, enabling us to deliver strong EBIT growth and margins for shareholders over the medium term. With this in mind, you can see how our 5 key drivers of future growth highlighted in the presentation build out this model to enable us to capitalize on the growth opportunities for both the Adairs and Mocka brands. If I start with our proven and resilient business model. The strong brands that we own, our vertical supply chain philosophy and our direct-to-consumer store and digital channels allow us to develop and control the expansion of our product offering and customer base. This enables us to be more agile and responsive to changing customer needs through the delivery of exclusive on-trend product at higher margins. Our strong brands, combined with our large and loyal customer base, delivers a lower cost of customer acquisition and provides significant opportunity to enhance and build upon our relationships with our customers. The combination of omnichannel retail with loyalty remains a key growth driver. Adairs is focused on continuing to grow its market share, and the best way to do this is to better understand our customer. This will enable us to grow our overall customer base while increasing our share of spend from our existing customers. Linen Lovers is the program through which we both provide value to our members and gain a better understanding of them, allowing us to achieve this. The Linen Lover program today accounts for more than 80% of Adairs' sales, and we have increased our investment in data analytics capability to enhance our ability to build upon the value of this program for our customers and deliver ongoing returns for Adairs' shareholders. At Mocka, we continue to review the opportunity to create a loyalty program that is relevant to our customers. We are focused on growing our e-mail subscribers with us adding more than 30% to this database over FY '21. This provides us with the opportunity to remarket to these engaged customers at significantly less cost than basic digital marketing. Our focus on becoming an omnichannel leader is supported by our digital transformation strategy. We are investing in enhancing our digital platform and team to deliver an improved customer experience, driving customer acquisition and increased customer conversion. We are starting from a strong position and have seen significant growth in both businesses in customers shopping online. We continue to think about how we deliver customers a superior and more flexible shopping experience and are actively exploring and trialing new technologies, including in-store devices to showcase our range; customer traffic measurement and analytics, both in-store and online; and online chat. Adairs will continue to build upon its digital capabilities by upgrading the online platform in 2022 to enable a more seamless omnichannel customer experience, which will see us introduce additional personalization and basic items such as click and collect and express delivery. Mocka is continuing to build upon its digital capabilities after successfully upgrading their online platform in FY '21. This gives us a solid foundation upon which to grow over the coming years and enables us to trial new technologies in the short term. As a group, we will continue to trial different technologies to ensure that any significant investment delivers an enhanced customer experience, leading to profitable sales growth. The combination of Adairs and Mocka allows us to capitalize on 2 great brands with well-developed digital platforms. The strong online sales growth achieved by both brands now sees 37% of total group sales coming from online, positioning us well to win share as traditional store-only customers transition to omnichannel customers. If I look at Mocka growth. And the addition of Mocka to the group increases our exposure to the fast-growing online segment of the market with the significant benefits of vertical integration. Mocka sales growth in FY '21 was driven by continuing to build out our product offering, enhancing the customer experience through initiatives such as the introduction of augmented reality to help customers visualize the product in their home and continuing to build brand awareness, as highlighted by the 35% increase in website sessions. At Mocka, we also continued our focus on building up our customer database with us now having more than 550,000 e-mail subscribers available for us to both showcase our new product and deliver promotions to. Based on Mocka achieving the same penetration in Australia as it has in New Zealand, there is the potential for Mocka Australia to exceed $100 million in sales revenue simply based on population size. Mocka provides the group with greater exposure to the furniture segment and provides the opportunity to reach a different customer through design-led, value-for-money, differentiated product. With a significant market to grow into, we continue to invest in product category expansion. Whilst this has been more challenging due to travel restrictions, the team have adapted to these conditions and continue to work on enhancing our width and depth of offer at Mocka. This will enable us to provide customers with a more compelling offer and in time, allow customers to fit their entire house out with Mocka product. We are also investing in additional talent to supplement the Mocka management team and are excited to have Vanessa Brennan recently join the team as CEO. Vanessa brings a wealth of retail and e-commerce experience to Mocka. And her appointment, combined with ongoing investment in additional talent, will ensure we are well placed to execute on our strategy of building market share by conveniently delivering differentiated, stylish and functional product at a great price. When I think about our digital channels, they are enhanced by our store network. All of our stores are profitable, and our store formats deliver strong contribution margins. Larger stores are more profitable, and there is a strong pipeline of new stores and upsized store opportunities for us to capitalize on. As I mentioned earlier, these larger stores give us the opportunity to showcase more products and categories and enhance the customer experience. With a highly profitable store portfolio, we remain focused on deliberately creating flexibility within our store leases through relatively short lease terms, allowing us to strategically manage our store portfolio through opening new stores, upsizing existing stores, obtaining more favorable terms on renewals or closing stores that simply do not meet our requirements. And finally, our omnichannel business model needs to be supported by an omnichannel supply chain. Construction of the National Distribution Centre in Melbourne was completed in August. And over the last 6 weeks, we have been transitioning stock into this facility from the DCs it replaces. COVID-19 has significantly impacted this transition and led to operational challenges that have delayed some customers' online orders. Given this experience and the potential impact COVID could have on our supply chain going forward, we have maintained one of our existing DCs to be able to better manage the COVID exposure risk over the critical Christmas trading period. The consolidation of our multiple distribution center operations into a single national facility will improve stock flow and online fulfillment, increase stock availability and improve service levels for both our customers and stores during peak trading periods. We still expect to realize $3.5 million in annual savings over our existing operations once we complete the transition and are fully operational, which is now likely to be early in the New Year. The National Distribution Centre is the foundation for Adairs' integrated omni supply chain strategy to better enable customers to shop Adairs how, where and when they choose and has the capacity and flexibility to support Adairs' growth well into the future across all channels. If I move to the outlook. The current trading environment is operationally challenging due to the ongoing impact COVID is having across the Australian economy. As a group, we remain focused on dealing with the ongoing COVID-19 challenges, including government-mandated store closures, vaccination requirements, impact of 14-day isolation periods, combined with international and domestic supply chain challenges. Electing to bring stock in early, together with carrying additional inventory in core lines and being prepared to pay the higher-than-usual freight costs, has ensured we are in a strong inventory position across the group. The reopening of our new New South Wales stores last week has delivered strong sales results, giving us early insight into the strength of the demand from the consumers as we come out of lockdown. We expect to see continued strength in retail stores as customers come out of lockdown and elect to shop in store, in particular, given the ongoing domestic freight challenges. There is no doubt that these domestic freight challenges are significantly impacting retail customers and their online experience across all sectors. Our customers have been significantly impacted by freight delays, which has led to a disappointing delivery experience for a number of our customers and increased costs. We are seeing and expect to continue to see customers move back towards stores over this coming period to guarantee their purchase, in particular in the lead up to Christmas. Whilst there are a number of short-term challenges, currently, both the Adairs and Mocka teams have delivered good product ranges that are resonating well with our customers. We continue to see a number of key drivers that will support consumer demand over the medium term. When thinking about this from a medium term, we know that household savings remain elevated, with households accumulating circa $137 billion of incremental savings over the last 18 months, which is almost equal to 1 year's worth of discretionary retail spend. The housing market continues to grow strongly with churn returning to the market, delivering a tailwind for household goods and ongoing travel restrictions continuing to support customers transferring a portion of this travel spend towards household improvement, further supporting the home category. We expect to continue to benefit from the current environment, which has seen customers develop an increased focus on their homes. Our experience tells us that this focus doesn't quickly disappear as they often continue to work through their home updating one room at a time. Given the inherent uncertainty in the market, today, the Board did not consider it appropriate to provide full year guidance at this time. Before I finish, I would like to thank a few people. I'd like to start by thanking the Adairs and Mocka customers. We get the privilege of being a small part in helping them create a home they love. Our aim every day is to continue to inspire and delight them, and we thank them for their ongoing support. I would also like to thank the Adairs and Mocka teams. The last 18 months have seen us come through some very challenging times. And disappointingly, as I give this presentation today, we still have a significant number of team members stood down whilst we are in lockdown. Our teams are passionate about our business, and this continues to shine through in the way they remain focused on delighting our customers. I would like to thank all team members across Australia and New Zealand for their hard work and dedication. I remain confident that with this great team, we are well placed to not only continue to manage the current conditions, but put ourselves in a position to capitalize on the new and evolving retail environment, delivering shareholders ongoing profitable growth. This concludes my report. If you could kindly hold any questions you have for now as there will be an opportunity to ask questions a little later on. I will now hand back to Brett for the formal part of the meeting.

Thank you, Mark, for that comprehensive report. I will now turn to the Notice of Meeting. The Notice of Meeting was made available online to all shareholders in accordance with the company's constitution, and I'll take the notice as read. In accordance with the requirements of the Corporations Act, the register of relevant shareholdings is available for inspection. Shareholders are asked to contact the share registry following the meeting if they wish to make an appointment to inspect the register. Ms. Julie Stokes of Link Market Services, our share registrar, will act as the returning officer. I will now move to the first item of business. Item 1 is the annual financial report. The financial statements and reports for the year ended 27 June 2021, as required by the Corporations Act, have been circulated to shareholders as part of the 2021 annual report and are tabled here today for discussion. I now open the meeting for any discussion on matters of particular relevance to the annual financial report for the company or any questions for the company auditor or questions for Mark Ronan in regard to his presentation or any other questions that you may have for the management team. Please note that we'll specifically focus on the remuneration report later in the meeting. We will first take telephone questions followed by written questions submitted via the virtual meeting platform. So to commence, are there any telephone questions in relation to item 1?

Chair, there are no questions on this item.

Thank you. Jamie, do we have any online questions in relation to item 1?

We have a few questions. The first question comes from [ Peter Cooper ], who asks, "Can the Chairman and/or CEO please outline what upgrades are being planned to the Adairs online system? And what benefits will customers experience?"

Mark, I'm going to hand that question to you. Yes.

Sounds like a plan. So thanks for that question, [ Peter ]. In FY '22, we expect to obviously outline we're looking to upgrade the website. The key components of that will see us enable to add more capability to deliver more personalization to our customers. So that should see customers over time get a more personalized experience as they hit that website, promotions that are more relevant to them, together with different ways of thinking about how they style the product together. So the current platform doesn't allow us to maximize the benefits we get from thinking about how we style products together, how they all come together and how do customers start to interact with that in a more seamless way. So what we wanted to do was build out a foundational platform, which will be the upgrade in FY '22. That will give us some of those things that I talked about in my presentation around express delivery, the ability for click and collect to become part of that solution. But more than that, when we start to think about -- I think of those as hygiene factors now for an online business, particularly an omnichannel business. And what we want to start to move towards is how customers can actually interact with the product online. And that upgrade allows us to start to plug in a bunch of new technology that we've been wanting to play around with. But on our existing platform, we weren't able to do that. So you'll see a lot more, as I said, personalized experiences. We expect to sign up more Linen Lovers online because that experience will become far more visible to them, pricing and all of those sorts of things. We expect to be able to -- customers to be able to see their order history. We'd like to think that in the future, as we start to roll this out, things like wish lists will be able to move seamlessly between our online system and our in-store system. And even things like virtual styling will become part of the future of our website and enhancing that customer experience. So we've got a number of experiences, [ Pete ], that we want to upgrade and think about in that site. Some of them are purely customer. And when you think about what we're trying to do, how do we sell customers the whole look and how do we interact with them like we do in store, and then we've got a series of delivery-type experiences, I think, that we can improve on as well as I called out there, that click-and-collect and express delivery being 2 of the main ones.

The second question comes from Mr. [ John Sajek ], who asks, "In relation to Slide 7, which was the relationship between store sales and retail floor space, are you able to outline the changes in sales rate per square meter of floor space since FY '15?"

I haven't got those numbers directly in front of me. However, what I can say is what we've seen is just generally, there's been a decline in sales per square meter. And that is because we're going for larger stores. So when you put a larger store in, you get a declining sales per square meter. But the flip side of that is you also get a declining rent per square meter. So when you start to think -- when you think about sales and square meters and rent as the 3 key pieces of that puzzle. So, so long as our sales per rent dollar are going up, that delivers a more profitable experience. So when we think about upsizing stores, we're not thinking you take a 200-meter store and you convert it to a 600-meter store. Sales don't go up 3x. So therefore, that's how you start to think about you get a slightly declining sales per square meter of space, but the rent also doesn't go up 3x. So when we play around with these and we actually start to think about which stores do we upsize and how do we do that, Michael Cherubino, who obviously leads our property side of the business, we spend a lot of time together making sure that we're comfortable that we're getting the right profitable sales per rent dollar outcome in that as a bigger driver of that piece rather than necessarily just sales per square meter because that's a really -- that's an efficiency model. And that's a real shopping centerpiece, and there'll be lots of retailers. So I think that's really critical because their rent per meter is very consistent. Ours differs quite substantially between Homemaker, shopping center and even small shopping center store and large shopping center store.

The next question is addressed to the Chairman. It comes from [ Andrew Goff ] and [ Danielle Goff ] -- [ Gale ], rather. The question is, "Do you think a DRP would be on the horizon once dividends begin to be paid?"

Thanks, [ Andrew ] and [ Danielle ]. Well, I think the first thing to note is that we already paid dividends and, in fact, have paid a dividend every year since we listed on the ASX in 2015. So look, whilst our constitution allows us to operate a DRP, we have -- and we have DRP plans in place, we've not needed to raise any equity in the past and so have not activated the DRP. It is something, however, that the Board will continue to review and keep on the horizon.

The next question, Mr. Chairman, comes to you. It comes from [ Peter Mondi ] and [ Stella Mondi ]. The question is, "Will Adairs commit to repay any or all of the unneeded JobSeeker payments from the Commonwealth government, which were not required by Adairs owing to better-than-expected profit at the end of the financial year?"

Thanks, [ Peter ] and [ Stella ]. I noted this in my report and as also reported in our annual report that we, in fact, did return the net benefit of the FY '21 JobKeeper wage subsidies to the Australian government. As I noted, it was welcome and necessary initiative. It helped employers and employees remain connected. And ultimately, given where we sat and the success we've had these past 12 months and the way the team have navigated through this period, we thought it right to return the benefit to the government, which is precisely what we did.

Thank you. There are no more written questions in relation to item 1.

Thank you. As there are no further questions, we'll move to the next item of business, which is, no surprise, item 2. This is the reelection of Michael Cherubino as a director of Adairs. The members are to consider and, if thought fit, pass the following as an ordinary resolution, that Mr. Michael Cherubino, being eligible, be reelected as a director of the company. Before we proceed to the vote, I would first like to invite Michael to speak to his election. Are you there, Michael?

Yes. Thanks, Brett. My pleasure to say a few words with respect to my reelection as a director of Adairs. I've had a long association with Adairs, and it's been very exciting to see the business continue to expand and become a very profitable omniretail business in the home category. It really is a testament to the entire team, led by a strong executive management team with the great support of the Board and with a clear strategy. Since taking up the role of Exec Director of Property and Business development some 5 years ago, it's been a period of accelerated change within the property sector. Some general high-level observations. Obviously, online sales growth has been rapid; challenges for shopping center landlords in maintaining and driving foot traffic into their centers; growth in the larger Homemaker category format and particularly a strong demand for big-box retail space in the last few years; increased demand for retail space in regional cities and towns; and the fashion category generally being under pressure, which has led to more retail space being available in shopping centers; ongoing conversion and some closures of DDS stores and department stores; and lastly, an increase in the service type -- or service-type retail offerings within shopping centers; and of course, the impact of COVID over the last 18 months, which is still ongoing and has provided many learnings for us as retailers. My time in the current role has allowed me to further develop more highly constructive relationships with our landlords and which has been of a particular benefit in dealing with COVID matters. Considerable time has been spent behind the scenes in negotiating and resolving closure and lockdown matters to date, and we will continue to leverage these relationships as we work through the current round of lockdowns to achieve a fair outcome for the business. More importantly, we will continue to focus and deliver on key property strategy initiatives: As Mark spoke, upsizing stores, which continue to deliver improved profits, and significant opportunities remain in both shopping centers and larger-format Homemaker centers for us; target new store locations that are profitable and strategic with opportunities to work through both here and New Zealand; maintaining a flexible lease expiry profile to take advantage of any ongoing opportunities to ensure that all our stores remain profitable; and lastly, ongoing targeted reinvestment in our store network. I remain committed and passionate in my current role in ensuring that our store portfolio continues to be relevant for our customers and plays its part in delivering a more seamless customer experience as we continue to move quickly along the path of what it means to be a leading omnichannel retailer. I'm certainly looking forward to the next few years, given how well placed the business is for continued growth and playing my part and really appreciate the support of the current Board and shareholders. Thank you.

Thank you, Michael. The proxy results are now shown on the screen, and I'll now respond to any questions or comments we've received on this item. So firstly, are there any telephone questions in relation to item 2?

Chair, there are no questions on this item.

No questions. Thank you. Jamie, do we have any online questions in relation to item 2?

There's no written questions in relation to item 2.

Okay. Thank you. As there are no further questions, we'll now move to the next item of business. As this item is in relation to my own election, I will hand over to Kate Spargo to chair the meeting for all matters relating to item 3. So over to you, Kate.

Thanks very much, Brett, and good morning, everyone. The members are to consider and, if thought fit, pass the following as an ordinary resolution, that Mr. Brett Chenoweth, being eligible, be elected as a director of the company. Before proceeding to the vote, I'd like to invite Brett to speak to his election. Thanks, Brett.

I noticed we just had a bit of feedback on the line. I'm hoping that you can hear me clearly. Thank you, Kate. Look, it's my honor to be sitting here today for election to the Board of Adairs. I've been on the Adairs Board for nearly a year now and have been a member of the Audit and Risk Committee, the Rem Committee and the Nominations Committee during that time. When I joined Adairs, I was attracted by the Board and management's resolute commitment to the Adairs brand, to its customers and to growing the Adairs Group in Australia and New Zealand. And it was genuinely palpable how passionate the Board and management team are about that business. And that has not changed at all as I have seen that increase in the time that I've been on the Board. And I'm particularly proud of the way that Mark and his team have navigated this incredibly tricky operating environment that has been COVID this year. So I've seen a first-class management team step up during the course of the year. With respect to my corporate career, I've had over 30 years' experience in Australia and New Zealand, meaning that I'm able to hopefully meaningfully contribute to Adairs' operations in both of those jurisdictions. I've had senior operating roles, including CEO roles and various Board roles in both markets. Many of my executive roles have been in strategy, M&A and operations, primarily in consumer and retail-focused companies, principally within media, telecommunications and technology industries. And this has included companies such as Village Roadshow, Telecom New Zealand, ninemsn and my most recent executive role as the CEO of APN News and Media. My view is that this experience positions me well to understand and contribute to the strategies and operations for Adairs. And I've got a particular interest in the building out of high-performance teams, technology transformations and digital businesses, all of which I think are highly relevant to the Adairs business. I've also been fortunate to have had a governance career really in parallel with my executive career since my early 30s. This continues today, where I still serve on a group of Australian and New Zealand Boards such as Vodafone New Zealand, Canberra Data Centres and a public listed company, Janison Education Group, an EdTech Group, amongst others. In conclusion, I believe my corporate and governance experience, along with my appreciation of the duties, obviously, of listed directors, enable me to contribute meaningfully to the Adairs Board. I, like the rest of the directors, are here to create sustainable long-term value for all shareholders, and I thank you for your support. Back to you, Kate.

This is the operator. We have lost the speaker line with Kate.

Okay. Well, I can continue to talk then if that's okay. I'll just take over. The proxy results for my election are shown on the screen, and we'll now respond to any comments or questions that we have on that item. Are there any telephone questions in relation to item 3?

Chair, there are no questions on this item.

Now Jamie, this will be a question, if you're still online. Jamie, do we have any online questions in relation to item 3?

No, there are no questions in relation to item #3.

Okay. Thank you. As there are no further questions, I will formally take back the Chair role for the remainder of the meeting. The next resolution is item #4, which is the remunerations report. Under the Corporations Act, an ASX-listed entity is required to put to the vote a resolution that the remuneration report for the year ended 27 June 2021 be adopted. This remuneration report is included in the directors' report section of the 2021 annual report and is on Pages 26 to 41 inclusive. It should be noted that the vote on this resolution is advisory only and does not bind the directors of the company. Our key management personnel, details of whose remunerations are included in this report, are excluded from voting on this resolution. And the proxy results are now shown on the screen. Are there any telephone questions in relation to item 4?

Chair, there are no questions on this item.

Jamie, do we have any online questions in relation to item 4?

Chair, we have one question that comes from a corporate shareholder, [ Jomil Pty Ltd ], who asks, "Why do directors require incentives to perform?"

Thank you for the question. I can confirm that none of the nonexecutive directors receive any form of incentives. They receive a fixed level of remuneration, and that's set out in the annual report. And the amount therewith is for the directors for their services and is approved by the shareholders. In respect to the 2 executive directors, that's Mark and Michael, their remuneration packages are set, having regard to external benchmarks. And they're reported in detail in the remuneration report, which you've received. And just as an overall comment, to remain competitive and attracting and retaining key talent, the Board has to continually consider the remuneration practices and packages offered by similarly sized specialty retailers. So we do keep a close eye on the market when looking at executive director remuneration. We also have a Remuneration Committee chaired by Trent, which has also a subset of independent directors on it who review and advise the Board annually on the arrangements for the CEO, senior executives and executive directors, including contract terms and remuneration.

There are no more questions in relation to item 4.

Thank you, Jamie. As there are no further questions, I'll move to item 5. Item 5 is the approval of long-term incentive grant of options to Mark Ronan. The next resolution relates to the approval of long-term incentive grants to Mark. The members are to consider and, if thought fit, to pass the following as an ordinary resolution, that approval be given for all purposes, including ASX Rule 10.14, for the grant of options to Mark Ronan as his long-term incentive for the year ended 26 June 2022 on the terms described in the explanatory notes accompanying the Notice of Meeting. Mark and his associates will be excluded from voting on this resolution. The proxy results are shown on the screen. Are there any telephone questions in relation to item 5?

Chair, there are no questions on this item.

Jamie, do we have any online questions in relation to item 5?

There are no online questions on item 5.

Okay. Thank you. As there are no further questions, we'll move to the next item of business, item 6, which is the approval of long-term incentive grant of options to Michael Cherubino. The next resolution relates to the approval of the long-term incentive grant options to Michael. The members are to consider and, if thought fit, pass the following as an ordinary resolution, that approval be given for all purposes, including ASX Rule 10.14, for the grant of options to Michael Cherubino as his long-term incentive for the year ended 26 June 2022 on the terms described in the explanatory notes accompanying the Notice of Meeting. Michael and his associates will be excluded from voting on this resolution. The proxy results are shown on the screen. Are there any telephone questions in relation to item 6?

Chair, there are no questions on this item.

Thank you. And Jamie, do we have any online questions in relation to item 6?

We have one online question in relation to item 6. Can you outline how the CAGR of 8% has been determined?

In my -- the CAGR rate in terms of the calculation of the option grant for Michael, is that the detail of the question?

Yes. It will be in relation to the earnings per share CAGR over the maximum hurdle, I believe, is 8% in relation to the LTI grant. So it might be one for Trent to answer.

Yes. Sure. Happy to answer that, Mark. So for those on the line, it's Trent Peterson speaking. So I chair the Remuneration Committee of Adairs. In considering the appropriate vesting targets for the LTI, the first thing we think about is what was the base. And importantly, in relation to the current grant of options, the base is the FY '20 number, which I'm sure all shareholders would agree was an outstanding year from a results perspective and sets a very high watermark. So looking at what growth level do we expect off that, we are particularly mindful of the elevated earnings in the current year and what would be a reasonable target that would see an appropriate set of circumstances arise under which those securities would vest. We tested that against the market expectations in relation to what we see from analysts in relation to earnings consensus. And at 8%, what you would see is those earnings results that are required to trigger 100% vesting of those securities are materially ahead of market -- current market expectations and ones that we think, on a long-term basis, would demonstrate an exceptional outcome for shareholders.

There are no more questions in relation to this item.

Thanks, Jamie. As there are no further questions, we'll move to the next item of business, which is item 7, the alteration to the terms of options issued under the company's equity incentive plan. The next resolution to consider and, if thought fit, to pass is the following as an ordinary resolution, that approval be given for the purposes of ASX Listing Rule 6.23.4 and for all purposes to amend the terms of options which have been issued under the company's equity incentive plan to allow for a cashless exercise mechanism to be adopted. The proxy results are shown on the screen. Are there any telephone questions in relation to item 7?

Chair, there are no questions on this item.

Jamie, do we have any online questions in relation to this item?

Chair, there are no written questions in relation to this item.

Thank you. As there are no further questions, we'll now move to the next item of business, which is item #8, the approval of nonexecutive directors remuneration. The next resolution to consider and, if thought fit, to pass is -- pass is the following as an ordinary resolution, that the maximum aggregate annual remuneration of the nonexecutive directors be increased by $200,000 from $600,000 to $800,000 per annum. The proxy results are shown on the screen. Are there any telephone questions in relation to this item?

Chair, there are no questions on this item.

Jamie, do we have any online questions in relation to this item?

There are no written questions in relation to this item.

Okay. Thank you. So I now ask, are there any outstanding questions relating to any of the previous items or any other business that shareholders wish to raise? Are there any outstanding telephone questions?

Chair, there are no questions.

Jamie, are there any additional online questions from any shareholders?

No, there are no additional questions.

Okay. Thank you. Well, ladies and gentlemen, that concludes our discussion on the items of business. I declare that the poll will close in 5 minutes, and the results of the poll will be released to the ASX and be available on our website this afternoon. I thank you all for your attendance today. We know that it's not easy in these COVID times to dial into these things, and we certainly wish we're all face to face. But I do declare the meeting closed, and I wish you all a very good day. Thank you very much for attending.