Appen Limited (APX) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Richard Freudenstein. It's my pleasure as Chair of Appen Limited to welcome everyone joining us today for our Annual General Meeting. I'd like to begin by acknowledging the traditional custodians of the land on which we gather, the Gadigal people of the Eora Nation. I also acknowledge the traditional custodians of the various lands on which you are joining us from and the First Nations people participating in our meeting. I pay my respects to their elders, past, present and emerging. We have provided multiple ways to attend this meeting to encourage greater participation and engagement amongst our shareholders. It is now just past 10 a.m., the nominated time for the meeting, and I've been informed that a quorum is present. I note that the meeting has been validly constituted, and I'm pleased to declare the meeting open. The Notice of Meeting was made available to all registered shareholders within the notice period required. With your consent, I will take that document as read. As set out in the Notice of Meeting, voting on all resolutions will be decided on a poll. In order to provide everyone with the opportunity to vote, and in case anyone cannot stay for the whole meeting, I will now formally declare the poll open. I would like to begin by introducing my fellow directors that are present with us today. Robin Low, Nonexecutive Director and Chair of the Audit and Risk Management Committee; Stuart Davis, our newly appointed Nonexecutive Director; and Chief Executive Officer and Managing Director, Mark Brayan. Our 2 other Nonexecutive Directors are attending by phone as they are based in the United States. Steve Hasker, who is also Chair of the People and Culture Committee; and Vanessa Liu. Deena Shiff, who is retiring at the conclusion of this meeting, is unfortunately unable to be with us today due to a prior engagement. We also have various Appen executives present, representatives from the company's auditors, KPMG, and representatives from the company's share register, Link Market Services, who are also providing our online meeting platform today. For those of you attending online, the platform is now open for shareholder questions or comments. [Operator Instructions] Online questions that are relevant to the business of this meeting will be read out verbatim to me by our Head of Investor Relations on your behalf. Thank you to those shareholders who have submitted questions prior to the meeting. We have endeavored to address these during the upcoming presentations. [Operator Instructions] Please note you cannot vote over the phone. We will open the meeting for questions on general business after my address and the CEO's presentation. We will also allocate time for questions on each of the items of business when they are considered. We will first take questions from shareholders using the online platform, then take questions received over the phone and then from those attending the meeting in person. There are 4 components to today's meeting. First, I will provide you with an update on the business from a strategic perspective. This will be followed by a detailed overview of the group's performance for the 2021 financial year by our CEO, Mark Brayan. Following the general business questions, we will then move to the formal business of the meeting, where the items set out in the Notice of Meeting will be put to shareholders. Let me start my chair address by saying it's a pleasure to address you today as the first time as Chair of Appen. After joining the Board in August 2021, I took over from Chris Vonwiller as Chair in October last year. I particularly want to acknowledge Chris, who is here today, as he was integral in making Appen an incredible success story and steering the company to its global role in the AI industry. Before I move on to the order of business of the Annual General Meeting today, I would like to address the announcements that were released on the ASX yesterday. As we have noted in our announcements over the last 24 hours, we received an indicative offer from TELUS International, which was a confidential, nonbinding and conditional at a price of $9.50. TELUS is the owner of one of our key competitors, Lionbridge. While there was some uncertainty about the TELUS offer, in the interest of shareholders, we sought to engage with TELUS to better understand their conditions and determine whether an improved offer could be made. Naturally, before providing nonpublic information to a competitor, we negotiated a confidentiality and standstill agreement, which was in agreed form for a number of days, but which TELUS had not signed. As you'll be aware, details of their proposal leaked just prior to the AGM. As a result of the loss of confidentiality, we were required to disclose the proposal. Yesterday afternoon, TELUS sent us a letter that indicated they were revoking their offer without providing any rationale or explanation. We sought to reach out to TELUS through their advisers, but have not been able to establish contact. Importantly, as a confidentiality agreement was not executed, at no point did we provide any nonpublic information to TELUS. Meanwhile, your Board and management team are focused on those areas that are within our control, our strategy and how we are positioning Appen to capture the strong forecast -- strong growth forecast of the AI data labeling industry. Appen is a great company and has maintained its enviable record of 25 years of continuous and profitable growth. Appen is the AI industry's largest provider of high-quality training data with global scale and is strongly positioned to capture substantial future growth opportunities. That is what has attracted me to Appen. Having said that, I understand that shareholders are unhappy with where the share price is today. The Board and management acknowledge that some areas of our business have not delivered to their full potential. We also acknowledge the concern of some investors about not providing near-term guidance as we are focused on our long-term strategy. For my address today, I would like to talk about our strategy and how we are positioning Appen to capture the strong growth forecast for the AI data labeling industry and deliver to our full potential. In my short time as Chair, there's been substantial renewal and change within the business. I will discuss each in turn, starting with Board renewal and revisions of our remuneration framework. I will also touch on our 2021 performance, including some of our nonfinancial performance metrics and highlight how we are building a sustainable business, noting that Mark will provide more detail in his CEO address. Let me start by making some comments on Board renewal and governance. In 2021, Board renewal and identifying opportunities to strengthen certain Board skills has been a priority. At last year's Annual General Meeting, shareholders approved the increase in the maximum number of directors on the Board from 7 to 10. Following the retirement of Chris Vonwiller and Bill Pulver, this amendment to our constitution provided flexibility and has facilitated a period of smooth transition. Chris retired from the Board in October 2021 after serving as Appen's Chair for 12 years and CEO from 1999 to 2010. Bill retired from the Board in August 2021. He was CEO from 2010 to 2013 and then a Nonexecutive Director for 8 years. On behalf of the Board, I would like to acknowledge the tireless efforts of both Chris and Bill and their commitment over many years. Upon Bill's retirement, Steve Hasker, an independent director since April 2015, was appointed as Chair of the People and Culture Committee. Previously referred to as the Nomination and Remuneration Committee, the committee was renamed and broadened its remit to reflect the importance of people and culture to Appen's success. Steve provides us with extensive experience in global talent and remuneration management. We also appointed Stuart Davis as an Independent Nonexecutive Director to the Board. His appointment was effective 29 March, and he stands for election today. Stuart is an experienced and highly respected director with valuable audit experience and fintech knowledge. He is currently a Nonexecutive Director of NEXTDC Limited and a Director of PayPal Australia Limited and BSP Financial Group Limited. Vanessa Liu will stand for reelection as a Nonexecutive Director. Vanessa is based in New York. She brings deep experience in the U.S. markets, technology developments, early-stage investments as well as a global perspective in sectors critical to Appen's future growth. Vanessa's expertise continues to serve us well. Both Stuart and Vanessa will address shareholders on their candidacies later in the meeting. In addition, Deena Shiff has decided not to stand for reelection and will retire from the Board following today's meeting. On behalf of my fellow directors, I would like to thank Deena for her valuable contribution to Appen. She has served as a director since May 2015 and leaves Appen with our best wishes. We are actively recruiting for another independent nonexecutive director to join the Board. We want Appen directors to have deep industry perspectives and to bring experience from the regions in which we operate. Therefore, we expect to strengthen the Board with the appointment of another U.S.-based director. We are committed to maintaining gender diversity on our Board by targeting female nonexecutive representation of more than 40%. I also offer myself for election today and will address shareholders later in the meeting. Turning to our strategy. Let me explain our strategy on the basis for our confidence in the future. Appen supports the world's most innovative technology companies in building large-scale AI models. These models are increasingly being used in our daily lives from search and social media to autonomous driving and speech interface systems. The key ingredient to AI applications is high-quality training data. Appen's mission is to help our customers build better AI by creating large volumes of high-quality training data faster. We are the market leader. Our customers value the combination of our expertise, technology and large-scale crowd to deliver large volumes of high-quality training data. However, the demands of our customers continue to evolve as existing AI models mature and new use cases and technology emerges. In response, we have developed a 4-pillar strategy to capture this growth. Under our first pillar, we plan to grow and diversify our revenue by expanding within existing customer groups and continue to invest in target customer segments, namely, Enterprise, China and Government. The second pillar of our strategy aims to automate the crowd and labeling processes to improve the productivity of our crowd. This improves our unit economics and provides high-quality outcomes to our customers. The third pillar of our strategy is to expand our product offering and increase our total addressable market by adding new products and capabilities. Recent examples include our investment in Quadrant and Mindtech. And under our fourth pillar, we will evolve how we do business to improve the scalability and productivity of the business. This is the focus of our transformation team. Technology underpins all 4 pillars of our strategy. We have built and acquired incredibly valuable technology that has underpinned our growth. We will continue to invest in technology to combine our expertise, technology and crowd to deliver better outcomes for our customers. Our technology enables Appen to take a product-led focus. In practical terms, this means we can build scale and repeatable products and services. To support the delivery of our strategy, we have bolstered our management team with the appointment of 5 new functional leaders. Mark will elaborate on our financial targets and introduce the team in his address. I will now turn to the second item on today's agenda, the remuneration report and the revision of Appen's remuneration framework. The Chair of the Board's People and Culture Committee, Steve Hasker, will speak to the remuneration report in more detail shortly. I will therefore keep my comments brief. At last year's AGM, 47.5% of shareholders voted against the approval of the 2020 remuneration report. This resulted in Appen incurring a first strike. Since last year's meeting, Appen has consulted with stakeholders to understand the concerns that led to the first strike. The feedback we've received from shareholders, proxy advisers and other stakeholders has been reflected in changes to our executive remuneration framework effective from 1 January 2022. These changes included the introduction of nonfinancial measures for the STI scorecard, namely, crowd NPS, customer NPS and employee engagement. STI vesting levels were also realigned to provide a fair level of reward for commensurate effort and a 1-year deferral plan was introduced for 25% of the CEO's STI. It is important to note the majority of Appen's employees are overseas and more than 90% of revenue is derived from the U.S. For this reason, we have differentiated LTI remuneration structures which consider local market remuneration practices. Importantly, we also removed the annual testing for the LTI. And as a result, no retesting can occur. Turning to Appen's financial performance. Since 2016, Appen's revenue has grown at a compound rate of 40%. This reflects the strength of our customer relationships, crowd model and ability to deliver high-quality data. In FY '21, revenue grew 8.3% to USD 447.3 million and underlying EBITDA before the impact of foreign exchange was up 12% to USD 78.9 million compared to FY '20. After the impact of foreign exchange, underlying EBITDA was up 3% to $77.7 million compared to 2020. Our financial results for FY '21 show a record full year revenue performance due to a strong second half performance from Global Services and a higher contribution from New Markets, underpinned by breakout revenue in China. While our success in China has been supported by our ability to increase market share, we are yet to deliver on the full potential of our Enterprise business. In turn, we narrowly missed the lower end range of our EBITDA guidance of USD 81 million. Appen's balance sheet remains resilient with a significant cash balance and no debt. The full year dividend of $0.10 per share, which was 50% franked, was in line with FY '20. An element of our strategy is focused on being a sustainable business and delivering value to all stakeholders, including shareholders, our customers, crowd and our people. Our 1 million plus crowd continues to be one of Appen's most valuable assets. We remain committed to ethical treatment of our crowd and have set our standards in our Crowd Code of Ethics and our Global Ethical Sourcing and Modern Slavery Policy. Diversity and inclusion are a key priority. AI requires diverse data sets representative of the real world to perform ethically and correctly. We therefore ensure that our crowd is suitably diverse to deliver on this commitment. We are actively involved in impact sourcing partnerships to further support diversity and offer work opportunities to individuals of all abilities and backgrounds. We recognize that our people are critical to our success. And we are focused on ensuring diversity amongst our full-time workforce. In 2020 and 2021, Appen maintained 58% female representation amongst its employees. We also increased female representation to 50% and 38% in 2021 amongst our Board and senior leadership team, respectively. As a company entrusted with the data of our customers, crowd, employees and shareholders, we implement rigorous security systems and processes based on international standards. Our in-house experts remain at the forefront of data security to protect stakeholder data and meet privacy obligations. This year, we also partnered with the World Economic Forum to create responsible AI standards. While Appen's business has a relatively small environmental footprint, we are committed to supporting international initiatives to transition to net zero emissions. In 2021, we completed our first greenhouse gas emissions inventory for scope 1 and 2. This year, we will focus on determining our scope 3 emissions and setting our pathway to achieve net zero by 2030. On behalf of the Board, I would like to thank you, Appen shareholders, for your patience and ongoing support. I hope my address has provided you with a clear understanding of our strategy and priorities. I also want to thank Mark and the team for what has already been achieved. Mark has always led Appen with tireless determination and grit. I look forward to working with the Board and management to further drive Appen's strategy and deliver value for shareholders. I now welcome Mark Brayan to provide his CEO address.

Thank you, Richard. Good morning, everybody. It's lovely to see a number of familiar faces here today and look forward to catching up over a cup of tea later on. So to my fellow shareholders, directors and the management team, good morning, everybody. It's a pleasure to be here, and it's an honor to be nominated -- I'm reading the wrong script. Here you go, technical glitch right from the get-go. Okay. Privileged to speak with you today. Can we start again? There's a glitch in the AI. Firstly, I'd like to talk about how artificial intelligence works, the market opportunity that's available to us and how we plan to grow our business. I'll then touch on 2021 performance and provide an update on how we're tracking for the year. Next slide, please. Back on track. At Appen, our vision is to make AI work in the real world. Put simply, for AI to work, it needs large volumes of high-quality training data. Just like humans, the AI learns from examples. It learns from a process called machine learning, which requires and is underpinned by these examples or the training data. In practical terms, for example, if we wanted to create an AI product that was able to assist the diagnosis of medical imagery, we need to source many thousands, maybe millions, of medical images. And then we would have to label the item of interest in the image. The computer just sees a lot of pixels, the human eye can detect a fracture, for example, so the human labeler puts a label around that set of pixels that represents the fracture and the machine learning process over time builds a pattern between where those labels are and what that item is in the image. And ultimately, the resultant AI should be able to correctly predict a fracture or any other labeled item in the image. For AI to work in this instance, the training data needs to include all things that a doctor may wish to diagnose an image for, a fracture, tumors and other abnormalities. And the labels need to be accurate. They represent -- and this represents a lot of data, and this is only one application amongst many, many that AI is currently used for. It's embedded in many, many products, such as the phones we use, the cars we drive and applications that recognize speech, help us shop, find our way around. And it's increasingly being used in business, in robotics, supply chains, e-commerce, marketing, medical sites and many other areas. Consequently, there's a growing need for large volumes of high-quality training data to make the AI products work. Our independent research firm, Cognilytica, confirms this. They expect the global training data market to grow at a 5-year average compound growth rate of 32%. The global training data market includes multiple sources of training data and labeling methodologies from manually labeled real-world data to synthetic data, to the technology platforms and the labor labeling forces. These are all areas in which we operate and in which we have expertise. We are well positioned to capitalize on the growth offered by the AI market as we can source and label almost any data type, text, relevance, image, audio, video, LiDAR, which is 3-dimensional data used in autonomous vehicles, geolocational or point of interest data and as well synthetic data. While we're very good at sourcing and labeling data, it's only one of the things that we do. We're a full service provider, and our expertise covers the AI life cycle from the collection of the data to the labeling of the data, all around to the evaluation of the models, having humans evaluate how well the models work, the models being the basis of the AI. We deliver our products with a combination of our tech platform and our expertise and our global crowd of over 1 million skilled contractors. We've always been ambitious in growing our business. Today, we are the leading AI data annotation provider and compared to our competitors, we generate the most revenue. Appen is truly a global business, and our scale is unparalleled. We are self-sufficient with our own comprehensive technology stack and a global crowd of more than 1 million contractors with expertise in 235 languages. We have an enviable customer base, and we're trusted by them to deliver data securely and to their high standards of quality. Some of our key customers include the world's largest and most sophisticated participants in the AI sector, including Google, Amazon, Microsoft, Salesforce and many others. Our strong position as a key supplier to the world's leading tech companies has fueled our growth. From here, we are conscious of the need to further transform our business, diversify our earnings and improve the unit price economics of the way we work. Our strategy to transform Appen is defined, as Richard said, by 4 pillars. These are: to grow and diversify our revenue; to automate our crowd and labeling processes; expand our product offering; and evolve the way that we do business. We've organized our business to target our key markets. Global, which is the Internet hyperscalers, the 5 biggest tech companies in the world; Enterprise, generally every other business outside of China; and Government, to ensure the growth and the diversification of our customer base. We're investing in these units in sales, marketing and delivery expertise to support and grow each of these markets. Data collection and labeling processes are human-intensive, and they're relatively expensive and slow to scale. Therefore, automating these processes requires investments in technology to deliver more quality data more quickly and more accurately. For video and speech data, for example, we've successfully developed AI models that pre-label the data. Remember the example I gave you before, labeling the fracture in the image. We've developed models that pre-labels the images and then we use the crowd to correct and check the quality of those images. And we've seen productivity improvements, increases in speed and reductions in price of 65% and 80%, respectively, across image and video data. Increasing our addressable market is also key. We've developed technology to label 3-dimensional LiDAR data, which is essential for autonomous vehicles. We acquired Quadrant for point of interest data capabilities, which is essential to keep the map bases up to date. And we invested in Mindtech to add synthetic data to our portfolio. Finally, we need to evolve our internal operations to improve our speed to market and scale. We are investing in new processes so we can automate lower-value work and focus on higher-value work. For example, we welcome many, many crowd workers into our system every day. And we're building technology to automatically vet them for the work that we need them to do rather than having people do that work. We set ourselves meaningful long-term goals that align with our strategy and the market opportunity before us. In doing so, we've moved away from providing short-term quantitative EBITDA guidance. Our longer-term focus includes seeking to improve the mix of our business, including diversifying our revenue from our global customers and growing our New Markets business at or slightly above market growth. By 2026, we aspire to at least double our 2021 revenue of USD 447 million. We also will improve the mix of our business with 1/3 of our revenue from non-global customers and we're targeting an EBITDA margin of 20%. Our strategy, however, is only as good as its implementation. In 2021, we welcome meaningful additions to our management team. Sujatha Sagiraju, our Chief Product Officer, joins us from Microsoft, where she led their machine learning operations products. She has very deep AI experience and an extensive product background, both essential for our product-led strategy. Eric de Cavaignac joined as our Chief Transformation Officer. His experience at McKinsey, Christie's and Westpac will guide us through the digital transformation of our strategy. Jen Cole joined us to head our Enterprise team. She has a solid track record of growth in tech-enabled service companies. She's been busy rebuilding the Enterprise team and is achieving some early wins. We welcome Mike Davie and his team with the acquisition of Quadrant. Mike founded Quadrant to provide real-world point of interest data. And earlier this year, Andrea Clayton joined Appen as our Chief People Officer. Andrea has substantial experience in PE-backed and public companies, including Genworth here in Australia, and she brings the necessary focus on our people as we go through our digital transformation. Our new team members join our existing team, including Kevin, who's here with us today; Wilson Pang, our CTO; Tom Sharkey, Head of our Global Business; Roc Tian, Head of China; and David Poirier, Head of our Federal business. And they round out our capabilities to accelerate our focus on our transformation journey. Importantly, the team is highly engaged and very excited about our mission. Turning now to the financial highlights. We report in U.S. dollars. So unless I state otherwise, the amounts referred to are in U.S. dollars. Our business is organized into 5 customer-facing segments -- business units, sorry, being Global, Enterprise, Government, China and Quadrant. And we have 2 operating and reporting segments that reflect our growth strategy, Global Services and New Markets. Simply, New Markets is everything that is done with our technology. In FY '21, we recorded another full year record revenue performance. Our revenue grew 8% to $447.3 million. And the key drivers of this included significant uplifts in Global Services revenue in the second half, which grew 32% on the first half. New Markets revenue was also strongly driven by growth in China. Second half growth in Global Services reflects the expansion of existing projects and several new projects in the period. The increase in new projects also helped to offset ad-based dependencies, advertising-based dependencies. Second half revenue skew was consistent with expected revenue profile that we identified at the half year result in August 2021. The New Markets division saw a 21% lift in revenue to $102.5 million. This was driven by breakout revenue growth in China of 422%, which was underpinned by our ability to increase market share with new product -- project wins and by growing our customer share. Growth was achieved across several data modalities, particularly in the autonomous vehicle market. We now count 11 Chinese AV companies as customers. While our Enterprise business had a good year, it's yet to achieve its full potential. We did experience good customer wins with Salesforce, Boeing, Adobe and Bloomberg. And we also have fresh leadership in place and rebuilt the team, which is firmly focused on accelerating growth. Elsewhere within the New Markets business, Government saw a 17% revenue decline to $4.2 million due to the nonrenewal of a large contract. Government customers typically experience longer sales cycles and budgeting cycles. Despite this, it's an important growth opportunity for us. And earlier this year, we were selected in a partnership for the Joint Artificial Intelligence Center blanket purchase agreement to support the acceleration of technology capabilities. This purchase agreement is worth up to $249 million and is to be allocated across multiple vendors over multiple years. Underlying EBITDA before foreign exchange grew 12% to $78.9 million. This was driven by revenue growth and some gross margin expansion in the second half. We maintained a strong balance sheet with $48 million in cash and no debt as of 31st of December '21. And we were pleased to provide a final dividend of $0.055 per share, franked at 50%. The total 2021 dividend was flat on 2020. Yesterday, we provided a trading update that was released to the ASX, and I'll briefly recap on that announcement. In February, we stated that we expected FY '22 revenue to be weighted to the second half of the financial year as it was in FY '21. This is largely due to customer delivery schedules being skewed to the fourth quarter. We also stated that we expected a larger EBITDA skew in the second half of FY '22 compared to FY '21, with higher costs expected as the business invests for growth. As at the end of April 2022, the company's year-to-date revenue plus orders in hand, or our order book as we refer to it, in FY '22 is approximately $297 million. This is up approximately 14% compared to the same time last year when it was USD 260 million. Our year-to-date revenue is lower than the prior corresponding period. However, we do expect to recover this. And as a result, we do expect to see a greater skew of revenue to the second half of FY '22 than FY '21. And this is supported by the growth in the order book, which provides a positive read-through for full year FY '22 revenue. In terms of earnings, we expect first half FY '22 EBITDA to be materially lower than the prior corresponding period. This is primarily due to the lower-than-expected revenue and also reflects our investments in our transformation office, product and technology. Additionally, we had lower share-based payment expenses in the prior corresponding period. As flagged in February, these higher costs reflect the investments we are making as part of our long-term strategy, which we expect to yield benefits from FY '23. While our near-term margins will be impacted relative to FY '21, we continue to seek to balance growth versus profitability in the near term. Overall, we now expect FY '22 EBITDA to be significantly weighted to the second half, reflecting the revenue skew and our fixed cost operating leverage. Pleasingly, we continue to see solid free cash flow generation and solid cash conversion from EBITDA. We are committed to our growth strategy and achieving our long-term objectives and remain confident of our prospects in the high-growth AI market. Before I close, I wanted to thank you, our shareholders, for your support. I also acknowledge your disappointment with the performance of the company's share price. We are also very disappointed with the share price and we are determined to implement and realize our strategy to position Appen to capture the strong growth forecast in the industry and improve our shareholder value. I also want to thank our Appen team for their hard work and commitment to supporting our customers, and I'll now hand it back to the Chair. Thank you.

Thanks, Mark. I should apologize, got a little slight cold. It's only a cold by the way. Just a slight cold so my voice is not fantastic, and I do cough occasionally. But we'll get on to it. Thank you, Mark. I'd now like to open the meeting to general business questions. You'll have the opportunity to ask questions pertaining to each resolution when we get to the formal business of the meeting. I'll remind that this is a shareholder meeting, and therefore, only shareholders, proxy holders, body corporate representatives or attorneys are able to ask questions at this meeting.

I will now take general business questions received through the online platform. Rosalie, are there any questions?

Received see multiple questions before today's meeting. Several questions have asked why has Appen's share price declined? And what is the Board and management doing to restore value? And when do you see the stock recovering?

Thank you for that question. And again, I think on behalf of the Board and the management, we do acknowledge the disappointment shareholders are feeling because of the share price. The overall decline, there's a number of reasons. One, as we've mentioned, we haven't quite performed up to our full expectation. We think there's a lot more we can do in that space. I think also, as we mentioned, the results for the last financial year came in just below our guidance level, even though we grew revenue by 8% and underlying EBITDA came in just below the guidance we've given, which obviously disappointed some shareholders. Also the move away from giving short-term EBITDA guidance and looking at long-term revenue guidance, which is exactly the right thing for this company in a fast-growing market to be constrained by having to give EBITDA guidance was just -- didn't allow us the flexibility we need to invest for the long term. It was the right decision, but it clearly disappointed some shareholders. And then I think we've also been a little bit caught up in the overall technology downgrade that's happened across the world, which has affected technology companies here in Australia but around the world. Are there any other questions, Rosalie?

Yes, there's another question about guidance and buybacks. In the last earnings call, it was pleasing to see management focusing on the long-term growth of business rather than providing short-term guidance. It is the right move. However, the timing was rather unfortunate. Given the depressed share price since, is there any consideration for future share buybacks instead of dividends as a way of returning value to shareholders?

Again, thank you for that question, and thank you for the support of our strategy and our long-term guidance. Look, I think the Board and the management team are very conscious about balancing our long-term growth aspirations with also short-term profitability, and we continue to focus on both those aspects. And you'll see that through our presentations and through our -- the way we've structured remuneration and things like that. As we continue that strategy, we will continue to think about our dividend policy. We've flagged that perhaps in the future, there may need to be a change to our dividend policy. If we need to invest more, that's not the current state, but [ we've played ] that may happen in the future. And I think we'll obviously keep in mind all sorts of ways to manage capital and return capital to shareholders, but there are no immediate plans to change in that regard. Are there any other questions?

There's another question in relation to management and the Board. When are you, the management team, including directors, going to resign? You have destroyed shareholders' investment.

Thank you for that question. I think, hopefully, you've heard from Mark's presentation and my presentation that the company is going through and has gone through a stage of renewal. There's been Board renewal with 2 new directors appointed, including myself, the other one being Stuart. There's been significant renewal of the executive team, which Mark took you through. And I believe we have a very, very strong and capable executive team who are really ready to really drive this company forward over the next few years. And there's been renewal of the strategy. And again, we believe we have in place a very strong strategy which will deliver those 5-year goals we talked about, doubling revenue, increasing margin to 20% and diversifying our revenue streams. So we believe we have a good strategy in place. We have a good team to deliver it. And we look forward to working with our shareholders as we continue to do that. Any other questions?

There's another question around market share. During exponential demand for artificial intelligence, your income stagnated, profit declined and the stock price reduced. Did you lose the high-value market due to the poor quality of your product?

I might get Mark to answer that question.

So we have great relationships with our large customers, and they value us for a number of reasons: the expertise we provide, the technology we have, our crowd and the quality of the work that we do for them. It's extraordinarily important for those customers. Their products are used by all of us, so quality is very important. Whilst the Global Services division who service our largest customers only grew 5% on the full year, the second half growth was up 32%. And I think that reflects their faith in what we do for them. And then just looking back, we've delivered annualized revenue of 40% since 2016. And then as Richard has said and as I explained in my address, our transformation product will -- project will deliver even more high-value, high-quality products for our customers.

Thanks, Mark. Any more online questions, Rosalie?

There's another question in relation to the labor market. Have directors considered sidestepping the highly competitive labor market and instead seeking to attract very high-quality staff who work for principles other than extreme levels of pay?

Thank you for that question. Look, we do operate in a very competitive marketplace for talent. The technology sector, particularly in the U.S., but around the world is incredibly competitive for talent. We believe we've built a great team. But to keep a great team, you really need to pay competitive market rates. And we think we -- therefore, our rates are competitive. But what we've tried to do very much is align our pay and remuneration to be aligned with long-term shareholder value. So there's a lot of at-risk pay for our executives, both in STI and LTI. But we believe we need to be paying competitive pay rates, and we believe we've got that right to balance shareholder interest and attracting and retaining key executives. Any other questions?

There are 3 further questions around technology. The first question, does Appen meet the Australian Cyber Security Centre Essential Eight mitigation strategies at Maturity Level 3?

Thank you. I'll get Mark to answer that one.

We subscribe -- data privacy and confidentiality is extremely important to us and our customers, and we subscribe to several global standards, including ISO, SOC 2 and NIST. Our backup strategy complies with the Australian Cyber Security Centre's Essential Eight regular backups and mitigation strategies at Maturity Level 3. So the answer is yes. Access to backup data is restricted to system administrators who have responsibility for backup. Our backup regime follows daily, weekly, monthly checklist and backup restore is part of our monthly checklist of system administrators within the IT infrastructure team. So we're pretty solid there.

Thanks, Mark. Any other online questions, Rosalie?

The second technology question relates to, has Appen considered a scenario of cloud -- where the cloud provider would lock you out of the cloud? And what strategies are in place if this situation occurs?

Another one for Mark, I think.

So cloud provider lockout has been considered. And we've looked at various scenarios, which is normal for any service contract. These situations are typically based around security risk, fraud behavior, breach payment obligations, et cetera. Our mitigation of these lockout provisions is to ensure we fulfill our contractual obligations. In addition, Appen also has vendor risk management regularly completed to mitigate vendor risks. And finally, we do not use alternate storage vendor offerings for risk mitigation.

Thanks, Mark. Rosalie, any further questions online?

The final technology question. Does Appen have plan in place to recover from a randomware attack?

A ransomware attack.

Ransomware attack, sorry.

Yes, we do. We conduct several security incident response simulations each year to address the use case for ransomware and other cybersecurity risks. The results of these simulations are reported to and governed by the IT governance steering group. We rely on endpoint detection and response technology and a comprehensive backup regime to protect our data from the many threats, including ransomware.

Thanks, Mark. Rosalie, are there online questions?

There's a further question in relation to office expenses and the environment. Will Appen see a reduction in office expenses with more staff working from home? Also, wouldn't more staff working from home help to reduce emissions?

Our lease premises are relatively fixed and represents more percentage of our cost base. However, as we consider and embrace flexible ways of working, we may require less space in the future. And we've completed our first emissions inventory in 2021. And to date, we have not measured our scope 3 emissions. So we can't make an assessment of the environmental impact of our employees working from home.

Thanks, Mark. Are there online questions, Rosalie?

There's a question in relation to the acquisition of Quadrant. I am confused about the Quadrant acquisition. I see a figure of $25.268 million was paid, but there is a sentence about fair value of $17.702 million. Does this mean that Appen paid too much for Quadrant?

There were 2 parts to the Quadrant acquisition. There was the upfront payment and then we've structured the deal, so there's an additional payment if Quadrant delivers certain revenue figures over the next few years. So that reference to $17 million is the fair value of the potential additional payments that might be made. Other questions, Rosalie?

There is a further question in relation to ESG compliance costs. How much does the ESG compliance cost? And have customers actually asked for compliance?

Thank you for that question. I think when we think about ESG, we don't necessarily think about it as a separate part of our business and a separate cost. I mean these things are really now part of our business. It's what's expected by shareholders, by customers, by employees. So we're very focused on doing the right thing in the right way as part of our way of doing business. Other questions?

There is a further question in relation to dividends. Have you considered not paying dividends and using the retained earnings to invest into the business to help grow net profits?

And thank you for that question. I think we sort of talked about our position on dividends, which is this is a company that started paying dividends very, very early on, and many of our shareholders have come to expect dividends from this company. We're very focused on making sure we maximize growth and long-term shareholder value. So we will continue to review our dividend policy. There's no change at the moment, but we have flagged that if we find the need to invest significantly in the future, we may look at that again. Other questions, Rosalie?

There are some questions online. We have a question from Mr. Stephen Mayne regarding general business. Did any of the 5 main proxy advisers recommend a vote against any of today's resolution? Which of the proxy advisers are covering us and has there been a material proxy protest vote against any of today's resolution? Will you disclose the proxy votes before the debate so shareholders can ask questions about the reasons if there have been any protest votes?

Thank you for that question, Stephen. Not quite the same when you're not in the room, but good to hear from you. So all the 5 proxy advisers that you mentioned cover us. There have been no material proxy votes against any of the resolutions today. I don't think it's our position to disclose how individual proxy advisers recommend -- made recommendations. That's their proprietary information. So I won't be disclosing that in any detail. And you'll see the proxy votes come up on screen at the appropriate time during the meeting. Thanks, Rosalie. Any other questions?

There was a further question from Stephen Mayne. Do you know who leaked the Canadian offer to the AFR's Rear Window?

The short answer is no. But I think it was [ Straight Talk ], not Rear Window. Any other questions, Rosalie?

There's a further question from Stephen Mayne. Given the interesting discussions across a broad range of topics today, including the proportional takeover item, could the Chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, CIMIC, Domino's and Lendlease all produced their first AGM transcripts in 2021. Will you follow suit today?

This is obviously being live webcast. We haven't in the past done either the archived copy or the transcript. And we don't intend to do it this year. I think it's something we'll continue to take under advisement and continue to review. Thank you. Other questions, Rosalie?

There's a further question from W C Holdings Pty Ltd re the TELUS offer, which grossly undervalues Appen. Time to capitalize on current global tech route and downward pressure on prices and the psychological impact, fear and uncertainty on investors, stands to gain [ handfully ] with cyclical recovery of the sector and the leading role Appen plays in the emerging AI-driven industrial revolution. And opportunities to underhanded corporate move seeking gains at minimal cost, unfairly unvaluing the company in current depressed market at the expense of shareholders.

That sounds like a comment rather than a question. And look, my response to that is the Appen Board is very much focused on maximizing shareholder value. We will continue, if necessary, to look at offers that we think will maximize shareholder value. But we're also very committed to the strategy that Mark has laid out and very optimistic about the future value of Appen. Other questions, Rosalie?

There's a question from [ Chartis Capelion ]. Are there any other takeover proposals that are currently entertained by the company? What is the strategy if more offers are submitted later in the year? Is management interested in a buyout?

Look, I'm sorry, but we're not going to comment on any of those sort of issues. Any other questions, Rosalie?

I have no further questions for general business.

Great. I will then move to take general business questions from shareholders or proxy on -- any shareholders on the phone line. Do we have any phone questions, Rosalie?

There are no questions on the phone with respect to any of the items of business for this meeting, and the time for shareholders to register to ask a question on the phone has passed.

Great. Thank you. I will now invite general questions from those attending the meeting in person.

[ Brian Allison ], shareholder. In Mark's summary, he talked about an expanded offering. But just wondered if he'd like to sort of give more detail of what he meant by that. And whether there's anything that might improve the company's performance in there.

Thanks for your question, [ Mr. Allison ]. I'll get Mark to answer.

Yes, thank you. So the nature of AI is such that it performs best when the data matches the use case. And as the use cases expand, everything from medical imagery to speech recognition, to detecting spills of items on the factory floor for safety, you need specific data for those use cases. So the expanded offering is more and more data types that we can provide for our customers. For example, the Quadrant data, point of interest data involves people in the real world taking photos of shops and updating the information on the front of that shop from that base. So the more types of data that we can collect, the more types of data that we can label. And the more testing and evaluation services we can provide to our customers, the bigger the addressable market we can address. And we are -- we do have the broadest range of data types and services amongst the AI data providers, but we need to continue to expand that to get more customers.

I would assume that the expansion is usually by a request from a customer for something that we don't presently have.

Yes and no. Absolutely, the customer will come to us with a novel use case that we'll have to work out how we collect data for that particular use case. Alternatively, we may see a trend in the market. For example, our team in China with their autonomous vehicle capabilities started calling on drone and robotic companies because it's still data moving around -- or sorry, the subject moving around and requires 3-dimensional data. So they've expanded into the autonomous mobility market as a result. So yes, it's a bit of customer demand but also our own intuition.

Thanks, Mark. Other questions? I think there was one up the front here.

Thank you. I'm Peter Gregory from the Australian Shareholders' Association. I have proxies from 46 of our members, totaling about 100,000 shares to vote at the meeting today. I'd like to focus on the FY '26 objectives. It means a doubling of revenue to about $900 million. That also means for the New Market customers, about $300 million, which is about 5x the current New Market customers' revenue. Can you give a bit more color on what will make that happen? What are the strategies, priorities, priority segments? And can you give us some idea as to what FY '22 might look like for the New Market customers?

I think I'll get Mark to answer that.

Thank you. Thanks for the question. So the '26 targets are underpinned by modest growth in our Global Services revenue. And we're quite confident that, that growth will continue and at market or near to at-market growth for our New Markets segment. And that gets you to that doubling of revenue in -- by 2026. And the strategies that we'll employ to get us there are fourfold. First of all, making sure that we've got the right customer-facing teams in the right markets, being our Global Market, the Internet hyperscalers, our Enterprise market, the Chinese market and the Government market. Secondly, it's about automating the processes, the crowd and labeling processes. And whilst that automation goes to margin expansion as well, it also goes to revenue because it allows us to service more customers more quickly. Thirdly, automating internal processes. Our ability, for example, to put more crowd workers onto a project more quickly through automation goes to revenue expansion. And then finally, by adding more products per the earlier response to the gentleman's question. Those 4 strategies are all combined to give us the market growth that's enshrined in the strategy. And there's a brace of models behind that, that give us a lot of confidence in achieving those results. To FY '22, we've provided some information already in terms of the order book, which is up 14% from the prior point last year. And we've also given some information on earnings and margins as well in my presentation.

Okay. Can I ask about the product side of the business and firstly ask you to clarify whether that's predominantly about enhancing internal processes to make them more effective or whether it's also about providing software products stand-alone for customers to use on their -- in their own processes? And if for the part that's externally provided, can you talk about the model that's involved? Is it Software-as-a-Service? Is it one-off use applications? Can you just describe that a little more?

Yes, sure. So we have 3 main technology platforms. We have what we call Appen Connect, which is our crowd management platform, which helps us recruit and allocate work to the contributors, as we call them, check the quality of their work, pay them, et cetera. We have our data annotation platform, which is the platform we acquired with Figure Eight, which is how the contributors actually do the work, how they put the labels on the images or transcribe the speech. And then the third platform is our Mobile platform, which is a way that the contributors can interface with our systems on a mobile device, and it's also used for mobile data collection, like speech and taking photos and the like. Our -- the nature of AI is there's necessarily humans involved in preparing the data but also in determining how the data is to be collected and/or labeled. For example, in the example I gave in my speech, annotating a medical image, you have to provide some instruction for the crowd worker to annotate that image. So there's quite often there's human involvement in different ways. Having said that, we provide the services with different levels of human involvement. Everything from a fully managed service, where we do everything for the client and provide the finished data product, to where the client self-serves using our annotation platform, and they log into it, issue the instructions, send the data out and get the results back from the crowd. And across those -- that spectrum, there are different license models or different revenue models, project-based revenue models, data-based revenue models for a certain volume of data, to Software-as-a-Service revenue model for fully self-service customers. So there's a variety of revenue models because of the nature of what we do and the different customers that we have to service.

Okay. I just want to talk about the Chinese situation. It's off a small base, but the outcome has been very impressive. So thanks to the team for that. Shareholders, I believe, would have some concern about the China situation and perhaps a disproportionate representation of China in the overall business mix. Questions like geopolitical tensions, Chinese government attitudes to foreign, in particular, Australian businesses, and the possibility of replication of core Appen capability by Chinese customers. Can you, I guess, give us some comfort in how that will not affect the business?

Yes, of course. And thanks for the thanks. We're pretty pleased with it, too. They're doing a terrific job. And by the way, recognize their efforts when they're all locked in their apartments for a couple of months in Shanghai. So they're fully on the job, and we appreciate that. We set up our China business to be pretty independent of the rest of the business for a number of reasons. First of all -- and by independence, I mean it has its own management team, all of its capabilities and its own technology stack. And the reason we set it up independently was, first of all, so it could respond culturally to the market. I mean things are different in China. There are many people in the room offshore with a lot of experience in China. So we need to give the team the flexibility to respond to market conditions as and how they need. Secondly, on the technology. By giving them the ability to build their own tech stack, a, they can build it for market conditions; b, it does not expose our important IP from the rest of the business. So the chance of that IP leaking is dramatically reduced. And c, there are very, very strong data protection laws in China similar to GDPR in Europe. And so their ability to say to their Chinese customers, your data doesn't leave the country and it stays on our systems is very, very important. So all of those items mitigate risk. And having said that, though, we keep our eye very closely on our business in China, the situation with China, et cetera. And we want to make sure that we're protecting stakeholders, including customers in China and the rest of the world.

You have another, one more? Okay.

In terms of the risk plan that's in the annual report, thank you for the way it's presented, it's quite clear and the mitigation strategies are well outlined. Could you give us a perspective on what are the perhaps 2 or 3 risks that are most concern for Appen?

Do you want me to have a go at that, Mark? Or do you want to take that one?

I'll -- from our perspective, it's staying ahead of competitors and customer requirements, and that's where our investments in technology come in. If we continue to invest in technology, then we'll stay ahead of them. And that is a super important part of our business. The protection of customer data is a risk, but I think we do a really good job of that. Perhaps the other one that we keep our eye on is the talent market. Our talent is in demand. I mean we are pioneers in this market. We've created a lot of highly talented people, and we want to make sure that we reward and motivate and retain those folks as well.

Thanks, Mark, and thanks, Peter, and thank you for the continuing engagement with the Australian Shareholders' Association. It's very productive, thank you. Any other questions from the room?

My name is [ Leah ], and I'm a long-term shareholder of Appen. And just for this financial year, financial '22, how do you explain the larger weight of second half for this year?

I'll get Mark -- I think Mark has talked about that, but I'll get Mark to address that as well.

Yes. Thank you. Thanks for the question. There's 2 factors that provide that skew. The first is seasonal factors that we've seen previously, but continue to increase, and they are driven by our customers, our large customers' project requirements that skew to the fourth quarter for a bunch of reasons, including, for example, the retail sector in the U.S. So that's a big part of it, that seasonality, and that seasonality continues to grow. Secondly, we've seen some delays in projects that we expected to start earlier in the year that are starting a little later in the year. So they are the 2 factors that push that skew to the end of the year. The thing that gives us a lot of confidence is, of course, the order book, which is up 14% on the same time last year. And also, if you recall, we delivered into a very big skew last year as well. So we've got confidence in the fact that the orders are there and confidence in the fact that we've delivered into a big skew last year.

Lastly, you talked about on quite a few occasions that you have noticed your big customers in America, they've been shifting focus on some new projects rather than traditional areas. So what are your updates on that matter now?

Yes. Thank you. And you're entirely correct. Our largest customers have a strong dependence on online advertising to drive their core sources of revenue. We've noticed over the last couple of years that they're getting us engaged in projects that are clearly to build products that are not directly related to advertising, things like maps-based products, e-commerce-based products and most recently, the metaverse. So our customers are investing heavily in a range of new products, and we're involved in a lot of those projects. You may recall last year that we commented that a lot of the big ad-based programs were steady-state and very profitable for us. We're now doing a lot more projects in different areas. Some of those projects are smaller and in their earlier phases, provide less margin. But we view our participation in them as very important for the longer term. So we'll continue to try and win as many new projects as we can inside of our customers to support their business initiatives, but also to sort of expand our business as well.

Are you seeing the expansion in revenue in those new areas now?

So last year, for example, revenue grew. There was 32% revenue from our global customers up first half, second half, and that was directly related to the things I responded to.

Yes. Just my last question from me is in terms of the margin. Because you have outlined quite, not ambitious, but encouraging margin for -- in FY '26, right? So my question is that according to the management plan, starting from when are we going to see some signs of improvement in your margins?

So the margin expansion will come about as a result of the investments we're making in technology. So for example, if -- I used a couple of examples in my speech, but I'll use another one now. When we collect and transcribe speech data, there's a human effort to accurately transcribe and package that data up for the customer. It can take 20 to 30 hours of human work to produce 1 hour of transcribed speech data. So if you think of listening to something and typing what's in that audio, we've created a number of machine learning models that automate various steps in that process. There's 20-plus steps in that process. And when we string all of those models together, we get that 20 to 30 hours per hour of output down to about 5 to 6 hours. So the human effort drops dramatically. So what's that? It drops to 1/4 or 1/5 and that reduces the crowd cost and that can expand our margins over time. So the more of these automations that we use, a, we provide the data a lot quicker for our customers, which is competitive. If one customer says, it will take me 20 hours and we say it will take us 5, then we'll get the business. And b, it will lower the cost, the unit cost economics of producing that data and that is better for us as well. So to build those models, though, there's a lot of data scientists, there's a lot of data, there's a lot of software engineering, and that's why we're investing in that technology to automate those processes and give us a much more scalable, high profitable business.

But any idea on the time line, just roughly?

We really haven't given any guidance on the time line for...

Quick as we can.

Okay. Good.

Thank you. Any other questions from the room? Okay. Thank you for those questions and comments.

Ladies and gentlemen, we will now progress to the formal business of the meeting. Before moving to the various resolutions to be considered today, I'll briefly outline the voting procedures for today's meeting. This slide describes how to vote for those of you attending the meeting online. If you have any questions about casting your vote online, please refer to the virtual annual meeting online portal guide or use the help line specified on the screen in front of you. The result of the polls will be declared and released to the ASX shortly after the close of the meeting. I've been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. I will disclose proxy votes on your screen prior to the vote being taken for each item. These figures include the results as recorded the closing time for receipt of proxies, which was 10 a.m. on Wednesday 25 May 2022. As Chair of the meeting and as detailed in the Notice of Meeting, I will vote, where authorized, all undirected proxies in favor of resolutions in items 2 to 8 and against the resolution in item 9. The first item of notified business is to receive and consider the financial report, the directors' report and the auditor's report for the year ended 31 December 2021. There is no formal resolution required for this item, but I invite shareholders to ask questions or make a comment on the financial report or the reports of directors and auditors, ask questions or make a comment on the management of the company or ask any questions of the auditor relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements or the independence of the audit in relation to the conduct of the audit. I will now take questions received through the online platform through the -- on the company's financial statements, the performance of the company over the last year, directors' report or the auditor's report. Rosalie, have we received any questions through the online platform on this item?

Yes, we've received a question from Mr. [ Ping ] in relation to this item. Why does the orders in hand increase as stated in yesterday's trading update, but the year-to-date revenue has declined?

I think Mark has probably answered that question on the way through that some projects have been delayed, and there is a larger skew from some of our customers to projects in the second half of the year. Thank you. Any other questions?

There's one further question from Mr. [ Ping ]. As far as I know, the Chinese market grows quickly, but why has this not been the case in the U.S.?

Thank you for that question. I mean, again, hopefully, we've brought that out through some of our presentation so far. But a lot of the U.S. market is dominated by our big 5 global customers who are at a level of maturity that's probably higher than some of the Chinese customers. So our Chinese business is at a much earlier stage, and therefore, the revenue growth is very, very rapid. Any other online questions?

There are no further questions for this item.

Any questions in the room for this item? Okay. Thank you. I will now move to the next item of notified business, the remuneration report. Before we move to questions and a vote on the remuneration report, I would like to hand over to Steve Hasker, Chair of the People and Culture Committee, for his report. Thanks, Steve.

Thank you, Mr. Chairman, and good morning, everyone. My name is Steve Hasker and I'm Chair of the Board's People and Culture Committee. On behalf of the committee, I'll provide an overview of the 2021 remuneration outcomes, our response to the first strike and changes to our 2022 remuneration framework. As the Chairman noted earlier, in 2021, the Appen team delivered revenue growth of 8.3% and underlying EBITDA growth of 3% compared to 2020. Our executive remuneration framework continues to be heavily weighted towards performance and at-risk equity-based pay. As a Board, we set challenging short-term and long-term incentive targets. For our 2021 short-term incentive, or STI awards, revenue and underlying EBITDA targets were set at 25% and 31%, respectively, above the 2020 actuals. We also applied stretched targets to the equity-based long-term incentive, or LTI plan, to ensure that executives are only rewarded for significant outperformance. Against this backdrop, the key remuneration outcomes for 2021 were as follows: Firstly, the CEO did not receive any increase to his fixed remuneration; Secondly, both the CEO and CFO did not receive any STI award; And thirdly, in terms of the LTI awards, all tranches of the 2018 Executive and 2018 Special LTI awards, and for the U.S. executives, tranche 2 of the 2019 LTI award were tested following the year of 2020 and vested in full as the performance and service conditions were met. For the 2020 LTI tranche 1 and 2 and the 2021 tranche 1 awards, the relevant performance condition of 20% growth in underlying basic earnings per share was not met. Shareholders should note that for these to vest in the future, significantly more challenging growth targets need to be met, being growth in underlying basic earnings per share of 44% over 2 years or 73% growth in underlying basic earnings per share over 3 years. Nonexecutive director fees increased following a review in late 2020, which show that the Chair and Board fees were significantly below market compared to Appen's ASX-listed peers. Importantly, nonexecutive director fees paid in FY '21 remain well below the AUD 1.4 million limit approved at the 2021 AGM. Turning to the Board's response to our first strike and changes to Appen's 2022 remuneration frameworks. Last year, 47.57% of shareholders voted against the approval of the 2020 remuneration report, resulting in Appen incurring a first strike. In response, Board representatives met with our largest shareholders, proxy advisers and other stakeholders to understand their concerns, which led to this strike. In response, on Pages 56 to 58 of the 2021 Annual Report, we have summarized the concerns raised in connection with the 2020 Remuneration Report and how the Board has sought to address each of these. In making changes to our 2022 remuneration framework, we've balanced stakeholder feedback and the need to attract and retain talent in the highly competitive global technology market. Enhancements to our executive remuneration also seek to improve the alignment of executive remuneration with Appen's 5-year strategic targets. Revenue growth and revenue diversification underpin our strategy and are included in both our STI and LTI frameworks. Our core belief has always been that financial success is reflective of both strong financial and nonfinancial performance. To reinforce our belief, we've introduced 3 nonfinancial measures in our STI scorecard, namely, customer and crowd Net Promoter Score and employee engagement. We have revised our STI vesting schedules to ensure alignment with shareholder experience. These schedules will provide for a fair level of reward for commensurate effort and performance. In line with Australian market practice, we have also introduced an STI deferral plan for the CEO. From 2022, 25% of the CEO's STI will be deferred into equity for 1 year. Shareholders might recall that our 2021 long-term incentive plan had one performance measure, being growth in underlying basic earnings per share, measured annually from year 1, with annual testing carried forward for 2 years. There were also concerns that the LTI quantum was high compared to Australian market practice. To address this feedback and balance the need to attract and retain talent in the global technology market, our 2022 LTI structure will differ based on the location of each executive. For Australian executive KMPs, the LTI plan will contain 2 performance measures, namely, growth in underlying basic earnings per share and growth in group revenue. Each of these measures will be equally weighted. The LTI performance and vesting period will be at the end of 3 years for all participants. We have removed annual testing, meaning, that no retesting can occur. This aligns with Australian market practice and Appen's long-term strategic targets. For other executives, we have introduced a time-based equity component. Half of their LTI will be based on performance and half will be time-based. The time-based component will be subject to service only and aligns with U.S. market practice, where equity grants are granted subject with no performance hurdles. Compared to our U.S. competitors, our LTI quantum is set at modest levels. Given the need to attract and retain staff, our remuneration philosophy will continue to be skewed towards pay-for-performance. This may result in relatively lower fixed and higher at-risk components. Revenue growth and revenue diversification have underpinned our business strategy and are included in both our STI and LTI frameworks. The inclusion of growth in underlying basic earnings per share in our LTI plan ensures revenue targets are achieved in a sustainable manner and balanced against profitability. In making its assessment of performance, the Board maintains overarching discretion. The Board will consider the quality of revenue and earnings results individually and collectively, including consideration of our EBITDA margin and the impact of any acquisitions to ensure that LTI targets are achieved in the right way. In closing, I would like to reiterate that the Board has listened to your feedback, and we believe that we have taken appropriate action to address that feedback. The Board recommends that shareholders vote in favor of this resolution. And thank you, I will now hand it back to the Chair.

Thanks, Steve. I will now put the resolution to the meeting as displayed on the screen. I will now take questions on this item of business, firstly, received through the online platform. Rosalie, any questions online?

There is a question from Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including the rem report, could you advise the ASX how many shareholders voted for and against each item, similar to what happens with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment and was a disclosure initiative adopted by the likes of Metcash and Dexus after their 2021 AGMs.

Thank you for that question. Look, I think a scheme of arrangement voting is a very different thing than an AGM voting, and we intend to disclose results of the meeting in the way we always have. Thank you. Any other questions online, Rosalie?

There are no other questions.

Thank you. I now invite questions from those in attendance of the meeting. Any questions from anyone in the room on this item? Peter.

First of all, thank you very much for the work you've done on the remuneration plan. It's a good step forward. And so thanks for that effort. I'd like to ask particularly about the fit of the FY '26 objectives in terms of determining targets for CEO and for the various managers operating in the business. And also, can you describe how the targets for the nonfinancial STI metrics will be set?

Yes. Steve can answer this, but I might just -- I might answer just because it's probably easy with me in the room. So I think when you look at our long-term targets, as there were 3, there's doubling revenue, there's diversifying revenue and there's growing underlying earnings per share. If you look at what we've done with our long-term targets, they address 2 of those. And if you look at what we've done with our short term -- our STI, we have a 50% based on revenue, but that revenue target is split into 2, it's overall group revenue and its revenue from non-global customers, which goes directly to diversifying our revenue streams. We also have a financial target around EBITDA to making sure we're not losing sight of making money. In terms of the nonfinancial targets, the -- first of all, the People and Culture Committee and the Board sat down with the management team and looked at where we are on each of those metrics today and then set challenging 5-year growth targets based on those. Thank you. Any other questions from anyone in the room? Thank you. Details of votes received on this item are now on the screen. If you've not already done so, please now select either for, against or abstain for this item on your voting card if you're attending the meeting in person or via your electronic voting card if attending online. [Voting]

Thank you. As the next item of business is in relation to me, in a moment, I'll hand the meeting over to Robin Low. But before I do, I'll address the meeting with a few words on my election. And I am really pleased to be here today at my first AGM of Appen and have been delighted to be nominated by my fellow directors as Chair and Nonexecutive Director. I've had the privilege to serve on the Appen Board since August last year and was elected Chairman at the end of October when Chris Vonwiller retired. During that time, I've become involved in the business and worked with the Board, Mark and the team on renewal of the company's strategy and putting in place the strong, new executive team. We've also started the process of Board renewal. The strong commitment demonstrated by the executive team and the Board to transform Appen and to create value for all shareholders was a key factor in my decision to join the Appen Board and stand for reelection today. I believe my experience and skill set will enable me to add value to the Board of Appen. In particular, my leadership board and international experience as a CEO of both a large customer-facing subscription business and a fast-growing digital business, as a senior executive in the U.K. and serving on boards in Asia and, most importantly, as a current Board member of 2 top 30 ASX-listed businesses, Coles and REA Group. REA Group, where I was chair for about 5 years, is one of the largest and most innovative digital businesses on the ASX. REA's Board experience has provided me with both digital innovation and corporate governance insights. I hope you agree, my experience and understanding of the sector complements the current director experience and brings diversity of thought to your Board. I'm passionate and excited about the future of Appen. We're operating in a fast-growing market, and I plan to use my experience in digital businesses, governance and people management to good use at the Appen Board and to help drive long-term shareholder value for Appen. Thank you for consideration of my nomination. I have both the commitment and the time to devote myself to the role. And with your support, I will be honored to continue to work hard in your best interest to position Appen to capture the strong growth forecast to the AI data labeling industry. I will now hand over to Robin.

Thank you, Richard, and good morning, everybody. So this item of notified business concerns the election of Mr. Richard Freudenstein as a Nonexecutive Director. I put the resolution to the meeting as displayed on your screen. I'll now open this item for discussion, and we'll take questions on this item of business received first through the online platform. Rosalie?

Yes, there are -- Mr. Mayne has posed 2 questions about overboarding. He notes the Chair's directorship of Coles, REA Group, Cricket Australia and your roles at -- as Chancellor of University of Sydney. Separately, he notes your history working in public companies controlled by the Murdoch family. Mr. Mayne asked how much time are you devoting to Appen? And do you have time to dedicate to issues such as potential takeover activity?

I'll ask Richard to answer. But certainly, I can say that from the Board perspective, he has all the time he needs to be able to devote himself to Appen and he's clearly demonstrated that in his time in the role of Chair. But Richard, do you want to add anything?

Thanks, Robin. I wouldn't take on a role unless I had thought carefully about it and made sure that I do have sufficient time to do the role and committed to do it. And that is certainly the case with Appen. That is certainly the reason why I did not take the role as permanent chair of Cricket Australia. I felt that would have been too much time and commitment to do in context of all my other boards. So I'm absolutely sure that I have sufficient time to do it. I was an executive where I used to work 7 days a week, 24/7. I know what it's like to work hard. I'm absolutely committed to working hard for Appen, and I do have the time. Thank you.

Thanks, Richard. Rosalie, can I ask if there are any other questions?

There are no further questions on the online platform in relation to this item.

Okay. Thank you. So I now invite questions from those in attendance in the meeting. Are there any other questions on this item? I don't think we have any more questions. So I think details of votes received for this item are now on the screen. If you've not already done so, please now select either for, against or abstain for this item on your voting card if you are attending the meeting in person or via your electronic voting card if attending online. [Voting]

Thank you. I'm going to hand the -- quite happily hand the meeting back to Richard.

Thanks, Robin. The next item of notified business concerns the election of Mr. Stuart Davis as a nonexecutive director. I put the resolution to the meeting as displayed on the screen. Before opening this item for discussion, I'll invite Stuart to come to the lectern to say a few words about his election.

Good. Thank you, Richard, and good morning, shareholders, directors and management. It's a pleasure to be here today, and it's an honor to be nominated as an Independent Nonexecutive Director. I joined the Appen Board in March 2022. And it's been a privilege to be afforded the opportunity to serve the company and shareholders alongside my fellow directors and to support Appen to reach its potential. As an Independent Nonexecutive Director, I bring 30 years of international and local experience in executive management across finance, risk management and technology. In particular, I'm currently on the board of ASX 100 listed company, NEXTDC Limited. And there, I am the Chair of the Remuneration Committee and also a member of the Audit and Risk Committees. I'm also a Nonexecutive Director and Chair of the Risk Committee of PayPal Australia Limited. And I'm also a Nonexecutive Director and member of the Audit and Risk Committee of BSP Financial Group Limited. Prior to this, I held international senior positions with the HSBC Group. And most recently, I was the CEO of India for HSBC from 2009 to 2012. I was the CEO for HSBC Bank Australia from 2002 to 2009 and CEO of HSBC Taiwan from 1999 to 2002. And during that time, I was a Board member of the Australian Bankers Association and Deputy -- from 2002 to 2009 and Deputy Chairman from 2006 to 2009. I'm very passionate about delivering for the Appen shareholders. I hope you agree that my international experience with financing and risk -- with financing and also my risk experience, deep understanding of digital business models and new technology will complement the current directors' experience and add value to the Board. Thank you for considering my nomination. And with your support, I look forward to working hard in the best interest of Appen shareholders. I will now hand back to the Chair.

Thanks, Stuart. I'll now open this item for discussion. I'll take questions on this item of business received through the online platform. Rosalie, any questions online?

Yes, there's a question from Stephen Mayne. Could Stuart please comment on the process he was subjected to before being appointed a director in March this year? Was an external recruitment firm involved? And was he interviewed by the full Board? Did he know any of the directors before being appointed? If so, could he please detail the history of the relationships? Could the Chair also please comment on the recruitment process from his perspective? How many candidates were interviewed by the full Board?

Thanks for that question. I might start and then hand to Stuart. Also from my perspective, there was an external recruitment firm involved. That recruitment firm provided a -- first, a long list to myself and the Chair of the People and Culture Committee. That was narrowed down to a short list and then a number of potential candidates were interviewed by, I think, every single director, certainly almost every director. I had met Stuart a number of years before, once or twice, I think. So a very thorough perspective from -- a very thorough process from my perspective, but I'll ask Stuart to elaborate.

Yes. Thanks, Richard. I was interviewed by every director on the Board, which, of course, is what you'd expect. But also from my own perspective, I also wanted to meet every director on the Board. In terms of my relationship with directors, I would call them -- with the Australian-based directors, I'd say it was casual. There was no business relationships or any prior relationships. And therefore, I believe that my appointment is based on merit and not on any preexisting relationships with existing directors.

And that is certainly the case. There was a criteria for what we were looking for, and Stuart was the best candidate. And we're very happy with his appointment. Any other questions from online, Rosalie?

There is a further question from Stephen Mayne. Could Stuart Davis please comment on whether he believes public company should spend shareholder money donating to political parties or paying for access to politicians? What is our company's policy in terms of spending shareholder funds, making political donations? And do we have a history of making political donations? Have we been asked for money during the recent federal election campaign?

I might actually -- Richard, I'm not sure what the...

I'll comment on the -- the company policy is that we do not donate to political campaigns. I'm not 100% sure, but based on that policy, I don't believe there's any history of political donations. And as far as I'm aware, we weren't asked during the recent campaign. I don't know whether Stuart wants to comment the first part of the question which was addressed to him. I'm sorry.

Sorry, I can add. In my tenure over the last 7 years, I'm not aware of any donations to political parties, especially at the last election.

And I think the question was what might -- I think it was a question about what my opinion was on it. I guess, through my time at HSBC, the organization was apolitical and I found that put us in good stead in the different countries in which I worked where it's important to maintain distance from political organizations. And I think here in Australia, we obviously want to be aware of the political situation. But as our policy said, we don't provide any donations to political parties.

Thanks, Stuart. Any further online questions, Rosalie?

We have no further questions on this item through the online platform.

Thank you. I now invite questions from those in attendance of the meeting. Any questions on this item? Yes, Peter?

Thanks, Stuart, and welcome to the Board. I realize you've only been a director for a very short period of time, but the public record shows that you don't have any shares in Appen. Is that still the case? And if it is, do you have plans to? Because now is a good time to buy.

Well, you're quite correct. I don't have any shares in the company. And unfortunately, the trading window hasn't been open for me. So I haven't been able to buy any shares. But certainly, my intention is to purchase Appen shares at least to the amount of my annual director's fees, which is in line with Board policy.

Thanks, Stuart. Any other questions from anyone in the room? Thank you. Details of votes received this item are on the screen. If you've not already done so, please now select either for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. The next item of notified business concerns the reelection of Ms. Vanessa Liu as a Nonexecutive Director. I put the resolution to the meeting as displayed on the screen. Before opening this item for discussion, Vanessa will say a few words about her reelection.

Thank you, Richard, and good morning, everyone. My name is Vanessa Liu, and I appreciate the opportunity to present myself for reelection to the Appen Board. I was appointed as an Independent Nonexecutive Director on the 27th of March 2019 and was last reelected at the AGM held on the 29th of May 2020. I am also a member of the Audit and Risk Management Committee. With more than 24 years of experience working in technology and start-up companies and advising clients in media and high-tech sectors, I have a deep understanding of emerging technology trends and the uptake of artificial intelligence, especially in the U.S. market. I am the Founder and CEO of Sugarwork, a SaaS technology platform helping enterprise companies retain their experienced workforce with flexible arrangements and knowledge transfer. Prior to joining the Appen Board, I was most recently the Vice President of SAP.iO, their early-stage venture arm of SAP, which invests in and accelerates start-ups in enterprise technology. In that role, I oversaw SAP.iO's North American foundries in New York and San Francisco and accelerated a portfolio of 87 enterprise tech start-ups, many of which had artificial intelligence at the core. Before SAP, I was the Chief Operating Officer at Trigger Media Group, a digital media incubator. And prior to this, I was an Associate Partner at McKinsey & Company's media and entertainment practice based in Amsterdam, London and New York. I served clients in a variety of media and high-tech sectors, including online advertising, magazine and newspaper publishing, television, video content production and information services, particularly on issues of digital media strategy, emerging market strategy, growth and innovation. I look forward to continuing my work on the Board and today seek your support for my election to the Board. Thank you.

Thank you, Vanessa. And just as we're very lucky to have Stuart as a director, we're also very lucky to have someone with Vanessa's skill set located in the U.S. as a director. I now open this item for discussion. I will take any questions on this item of business received through the online platform. Rosalie, any online questions?

Yes, there is a question from Mr. Stephen Mayne. It must be a pretty full-on job for Vanessa to be President of the Harvard Alumni Association. Has Vanessa's Harvard connections assisted with her contribution to Appen during her 3-year stint on the Board? Finally, why and how was she chosen to the director subjecting themselves to election before her term expired?

I might answer the last part of that question first, which is that we're required to submit no more than 1/3 of directors for reelection at each AGM. And with Steve and Robin having been elected last year, and Deena resigning at the conclusion this meeting, Vanessa was next in line for reelection. So that's why she's up this year. But Vanessa, I don't know if you heard the first part of that question and would like to respond.

Yes, I did. Actually, my presidency at the Harvard Alumni Association is ending next month. It's only been -- it's only a 1-year term. And in terms of the type of ties that I have, it's really to the entrepreneurial community at Harvard. And so in the work that I have been doing, which is really reaching out to alumni in all sorts of matters, one of the areas I get to spend quite a lot of time in is with our shared interest groups around Harvard in technology and the Harvard Alumni Entrepreneurs group, which happen to have a lot of founders who are doing things in artificial intelligence. So that's part of the work that I've been bringing to the Board just in terms of knowledge of trends and what is going on in the marketplace. Thank you.

Thanks, Vanessa. Any other online questions, Rosalie?

We have a further question from Mr. Stephen Mayne. Could Vanessa please comment on her experience as a nonexecutive director through the recent takeover? For instance, how many Board meetings? Also, were there open tenders and was she involved in the decision to appoint Barrenjoey, Atlas Technology partners and law firm Allens to provide advice on the takeover? Did we hire any PR advisers as well? And what is the likely total spend on the takeover defense?

I think I'll actually take that question and say that the whole Board has been involved in the decisions we've made around the whole takeover issue. It was a Board decision to appoint those advisers. And we're not going to talk about fees or anything at this stage. Thank you. Any other online questions, Rosalie?

We have no further questions on this item through the online platform.

Thank you. I now invite questions from those in attendance of the meeting. Any questions on this item from anyone in the room? Thank you. Details of votes received for this item are on the screen. If you've not already done so, please now select for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. The next item of business is in relation to the grant of performance rights to our CEO and Managing Director, Mr. Mark Brayan. I put the resolution to the meeting as shown on the screen. I now open this item for discussion. I will take -- now take questions on this item of business received through the online platform. Rosalie, any online questions?

There are no questions on this item through the online platform.

Thank you. I invite questions from those in attendance of the meeting. Are there any questions on this item from those in the room? No questions. Thank you. Details of votes received this item are on the screen. If you've not already done so, please now select for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. Next item of business is concerning some updates to our constitution. I put the resolution to the meeting as shown on the screen. And I now open this item for discussion. I'll take questions on this item of business received through the online platform. Rosalie, any online questions?

We have no questions on this item through the online platform.

And I invite questions from those in attendance in the room today. Any questions on this item? Thank you. Details of the votes received for this item are on the screen. If you've not already done so, please now select for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. The next item of business is in relation to the renewal of the proportional takeover provisions in the constitution. I put the resolution to the meeting as shown on the screen. I now open this item for discussion. I will take questions on this item of business received through the online platform. Rosalie, any online questions?

We have no questions on this item through the online platform.

Thank you. I now invite questions from those in attendance at the meeting. Are there any questions on this item? Thank you. Details of votes received on this item are on the screen. If you've not already done so, please now select for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. The next item of business is a conditional resolution and will only be taken into account if the outcome of item 2 is such that at least 25% of the votes cast against the adoption of -- are cast against the adoption of the remuneration report. I put the resolution to the meeting as shown on the screen, conditional on the outcome of item 2. I now open this item for discussion. I will take questions on this item of business received through the online platform. Are there any online questions, Rosalie?

We have no questions on this item through the online platform.

Thank you. I now invite questions from those in attendance to the meeting. Are there any questions on this item? No further questions. Details of the votes received for this item are on the screen. If you've not already done so, please now select for, against or abstain for this item on your voting card if you're attending the meeting in person or via an electronic voting card if attending online. [Voting]

Thank you. Ladies and gentlemen, this concludes the formalities of the meeting. Shareholders in attendance at this meeting are asked to complete your voting card. To cast your vote, for, against or abstain, place a mark in the corresponding box of each item on your voting card. If you place a mark in more than 1 box in relation to the resolution, your vote for that resolution will be invalid. Link will be collecting your voting cards. Shareholders online should now submit their votes. The online platform will remain open for 5 minutes after the conclusion of the meeting to allow you to complete your voting on your electronic voting card, allowing for any potential time delay between the physical meeting and the online environment. Before I formally close the meeting, are there any further questions from shareholders online via phone or on the floor?

We have no more questions.

And no more questions in the room. I now declare the poll closed. As mentioned earlier, the results of this meeting will be announced to the ASX as soon as they have been counted and verified. I now declare the meeting closed. I would like to take this chance to thank my fellow directors and Mark and his management team for their diligence and commitment to the business. I would also like to thank shareholders for your support and your participation today. I look forward to meeting with you again at next year's Annual General Meeting. Thank you very much. Meeting closed.