ASX Limited (ASX) Earnings Call Transcript & Summary
September 28, 2022
Earnings Call Speaker Segments
Damian Roche
executiveGood morning, everyone. I am Damian Roche, Chair of ASX. I welcome you to the 2022 Annual General Meeting of ASX Limited. I begin by acknowledging the traditional owners on the land which this AGM is being held, the Gadigal people of the Eora Nation. And I pay my respects to their elders past and present. I extend that respect to all Aboriginal and Torres Strait Islander people here today. We are delighted to offer our shareholders the choice of participating in today's meeting in person or via our online webcast. The AGM is an opportunity for shareholders to hear from and put questions to the Board, the Managing Director and the CEO and the external auditor. I encourage shareholders to use the various platforms available to participate in this meeting. If you experience any difficulties during the meeting, please contact the help line number on the screen behind me, 1800 990 363. If I'm advised of any significant technical issues during the meeting, I may declare a short recess to allow us to resolve the issue. I will provide some instructions a little later on how to use the different platforms available today. There is a quorum present, and I now open the meeting. Let me commence our business with some introductions. Next to me is our Managing Director and CEO, Helen Lofthouse. All of your nonexecutive directors are present today: Yasmin Allen, Melinda Conrad, David Curran, Dr. Ken Henry, Peter Marriott, Peter Nash, Heather Ridout, Dr. Heather Smith and Rob Woods. Also attending today's meeting is General Counsel and Company Secretary, Daniel Moran; and Voula Papageorgiou from PricewaterhouseCoopers, our external auditor. Voula is available to answer any questions you have about the conduct of the audit of ASX's financial statement and the auditor's opinion. Before moving to the addresses, I will outline the agenda for the meeting and how to ask questions and vote during the meeting. The details of the formal business are set out in the Notice of Meeting, which was released to the market on 25th of August 2022. The Chair and CEO speeches we will be delivering shortly were released to the market prior to the start of the meeting and have been published on the ASX website. Following completion of the meeting, those here in person are invited to join the Board and the management team outside the auditorium for refreshments. I will now explain the questions and voting procedures for today's AGM. Shareholders and proxy holders will have an opportunity to ask questions on each formal item of business. There will also be an opportunity for shareholders and proxy holders to ask general questions relating to the management of ASX when we consider ASX's financial report for the 2022 financial year. There are 2 ways to ask questions: by using a microphone in the auditorium or by typing and submitting a question on the online platform. I will outline each of these options. We did not receive any request to submit questions by phone. Shareholders and proxy holders present in the auditorium will be holding a yellow or blue card. If you need assistance, please ask one of the registry staff in the auditorium or the foyer. We have 4 microphones in the auditorium. We have 2 fixed microphones with reserved seating in the middle of the stairs on each aisle. To ask a question, please make your way to the reserved seats. There are also 2 members of staff standing at the back of each aisle holding roaming microphones. If you cannot move to a fixed microphone, please raise your hand, and an attendant will bring one to you. Turning to online participants. The information I'm about to provide is contained in the online meeting guide available in the Download section on your screen. You will see at the bottom of your screen 3 boxes: Ask a Question, Get a Voting Card and Downloads. [Operator Instructions] Online questions will be read aloud by an ASX staff member during the relevant item of business. To ensure you have enough time to type and submit your question, I encourage you to start typing now instead of waiting until later in the meeting. Thank you to those shareholders who have submitted questions prior to the meeting. We will endeavor to address as many of the most frequently raised relevant topics as possible during the course of the meeting. The order in which we will address questions for each item of business will be: first, questions from shareholders present in the auditorium; then questions received via the online platform; and finally, questions received prior to the AGM. As mentioned, if we receive multiple questions on the same topic, we will amalgamate questions in the interest of time and clarity. Turning now to voting procedures. All items of business will be voted on by poll. A representative of ASX's share registry, Link Market Services, is returning officer for this meeting. I now declare the polls open. If you are eligible to vote, there are 2 ways you can cast your vote: in person or via the online platform. If you are present in the auditorium, you will have a yellow voting card, which you will be asked to complete and hand to the registry staff at the appropriate time. I will advise you when it is time to complete your voting card. If you need assistance, please ask one of the registry staff in the auditorium or the foyer. If you have a yellow voting card and need to leave early, you may, if you wish, hand your completed voting card to the staff at the registration desk as you leave. To cast your vote using the online platform, please click Get a Voting Card button and follow the prompts. You may cast your live vote at any time during the meeting. I will give you a 5-minute warning before the close of the online voting platform. You will see a red bar appear along the top of the online platform with a countdown timer of how long you have remaining to cast your vote. Where undirected proxies have been given to me as Chair of the meeting, I confirm that, as set out in Notice of the Meeting, I will vote the undirected proxies in favor of all resolutions. This includes resolutions 4 to 6, which are remuneration-related resolutions. I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. We will display on the screen the number of direct and proxy votes received prior to the meeting on each resolution, and the final results of voting will be released to the market as soon as they are available. Now to the Chair and CEO addresses. Fellow shareholders, it is a pleasure to present my second AGM as your Chair. It is also a pleasure to be back in front of a live audience after a couple of years disrupted by COVID. Welcome to you all from wherever you are joining us. The 2022 financial year continued to be a year of change and challenge for the ASX and for Australia's financial markets generally. It was also a year of significant achievement. Throughout the period, our goal remained to build long-term sustainable value and position ASX as an exchange for the future. Overall, I am proud of what we have accomplished and what we are building. On the financial front, ASX achieved growth in all 4 of our main businesses, and our diversified business model enabled the company to again deliver earnings across variable market conditions. As the slide depicts, ASX's operating revenue was up 7.5% to over $1 billion, and statutory profit was up almost 6% to more than $508 million on last year. Both are records. This enabled ASX to pay total dividends to shareholders of more than $2.36 per share fully franked. This is up almost 6% on last year and maintains our payout ratio of 90% of underlying profit. The final dividend of $1.20 per share is paid today. The solid results reflect strong performance by new listings, capital raising and equity-related activities. This was offset partly by lower futures volumes due to the interest rate environment prevailing for much of the period. Our total expenses also rose, reflecting ongoing investments in people, initiatives and continuous improvement. These include: expanding our teams in technology, cybersecurity and program management; successfully launching CHESS electronic statements, the Agribusiness Index and our DLT as a service platform, Synfini; rolling out growth programs for equity options, debt market data, commodity derivatives; and ensuring our risk, governance and regulatory arrangements continue to meet the highest standard. It was, as I said earlier, a year of achievement. A financially robust ASX is not only good for our company and our shareholders. It is also vital for the health of Australia's financial markets, enabling ASX to continue to invest in the infrastructure critical to financial system stability, robustness and innovation. ASX has a proud history as an early and successful adopter of new technology. And we continue to embrace innovative solutions to benefit customers, help companies grow and create value for our shareholders and advance the economies of Australia and New Zealand. Our capital expenditure in this area during the past year was $105 million. We plan to make further investments of $115 million to $125 million in the coming year. The highest profile component of this program, but by no means the only one, is our CHESS replacement project. The Board of ASX shares the disappointment of management and our stakeholders about the delays experienced by this project. We apologize. In August, we commissioned Accenture to provide an independent review of aspects of the project, mainly to do with the software application to ensure it meets scalability and resilience requirements. We must let this process complete before updating the market further. We will make the review's findings public. The CHESS replacement project is highly complex. While ASX is very conscious of the time and cost pressures on our customers, it is imperative we deliver the new CHESS system safely and with the confidence of all stakeholders. Importantly, we continue to invest in the existing CHESS system, strengthening its capacity, speed and resilience to cater for increased trading activity of recent years. It remains secure and stable and continues to perform well, but it is aging and does need to be replaced. Our Managing Director and CEO, Helen Lofthouse, will say more about ASX's overall performance and strategy in her address shortly. Further detail is available in our full year results material, including the 2022 annual report released last month. As I wrote in my Chair's Letter in the annual report, 2022 represents a new beginning for ASX. Beginnings are times of optimism and excitement. In August, we welcomed Helen as the new CEO, following the retirement of Dominic Stevens. Her credentials are outlined in the annual report. Helen has impressed already: her preparedness to apply new rigor to existing challenges, her commitment to lifting ASX's engagement with customers and continuing our technology refresh program and her prioritization of ASX's people and culture as critical to achieving our ambitions as a healthy, trusted and sustainable organization. Your Board is delighted with her appointment. Welcoming Helen meant farewelling Dominic. Under Dom, ASX became a financially stronger and more competitive company. He did much to contemporize our technology and position ASX to capitalize on new growth opportunities. He also oversaw ASX's successful management of the challenges posed by the global pandemic, both for our customers and our people. While issues with the CHESS replacement project were disappointing and resulted in a 40% reduction in his short-term variable reward payment in FY '22, Dom's overall performance during his tenure as CEO delivered significant value for ASX and our shareholders. I thank Dom for his service to ASX during his 6 years as CEO and 3 years before that as a nonexecutive director. There are new beginnings at Board level, too. Later in the meeting, shareholders will hear from 2 new appointees to our Board: Dave Curran, formerly Westpac Group's Chief Information Officer; and Dr. Heather Smith, formerly Secretary of the Department of Industry, Innovation and Science. Their considerable CVs are in the AGM's Notice of Meeting and in our annual report. Their appointment aligns with our determination to strengthen the technology, project management and public policy expertise around the Board table. We trust shareholders will support Dave and Heather's reelection -- election and the reelection of Melinda Conrad and Peter Nash, who have served ASX's shareholders with distinction. Retiring from the Board today is Dr. Ken Henry after more than 9 years as a director. Ken brought formidable intellect and insight to the governance and oversight of ASX. I am indebted to Ken for his wise counsel and congratulate him on his contribution and wish him the very best. Indeed, I thank all my fellow directors for their care and dedication across the year. I also want to give particular thanks to ASX's staff whose passion, expertise and resilience are inspiring. What ASX does is important. And therefore, our performance attracts a high degree of scrutiny. That's very appropriate. That's also the privilege of what we do. I am confident that the company's reputation is in good hands. We come to the end of 2022 financial year and begin a new phase for ASX with the right building blocks in place. This includes: new expertise among our senior executive and director ranks to help lift our skills and culture; rejuvenated engagement with our regulators, with whom we work closely and constructively to promote market quality; enhanced relationships with our customers to better understand and meet their needs; ongoing investments in our systems, platforms and technology to match the highest safety and resilience and functionality standards; and improved well-being and reward arrangements for our people to ensure they feel healthy, valued and resourced. Work remains to be done and is being done, and there are significant challenges ahead. We aspire always to be better. But the foundations are sound, the commitment is strong, and the vision is exciting. I'm very grateful to you, our shareholders, for valuing what we do and sharing our confidence in ASX's future. Thank you. I now invite Helen Lofthouse to address the AGM.
Helen Lofthouse
executiveThank you, Damian. It's a great pleasure to be here with you today at my first AGM as CEO. I've appreciated the support of the Board, the team here at ASX and our shareholders in my first few months in the role. And I'm so pleased to see so many of you here in person and to have the opportunity to meet many of you today. Since I took up the role, I've been listening to what's top of mind for our customers, our shareholders, our people and our regulators. And thus, this process has been invaluable, and it reiterates the importance of ASX's role at the heart of Australia and New Zealand's financial system. At our FY '22 results, I outlined the key themes which I see as being focus areas for ASX that will position us for the future. So firstly, our focus on customers. We have a diverse customer base who depend on us to provide critical infrastructure. We need to be listening to them and communicating with them well. And having spent the last 7 years in our Markets business, I understand the need to remain highly tuned in to the evolving needs of our customers. And this also drives innovation and creates potential new revenue opportunities for our business. Risk management is one of the key pillars of ASX, and it's embedded in our culture. What we do matters, and how we do it matters, too. ASX is a highly regulated business, which is entirely appropriate given the significance of our role in the economy. And we understand and value the importance of our constructive relationship with our regulators. We're committed to continuous improvements. And to achieve that, we welcome input from a range of internal and external reviews and stakeholders. Technology is another pillar of ASX, and it underpins all of our operations. We'll continue to invest in contemporizing our technology to ensure that we have flexible and resilient systems to manage volumes reliably and to minimize incidents as well as to support evolving customer needs and growth opportunities. The CHESS replacement project continues to be challenging, as are many projects of this size and complexity. And we understand our stakeholders' needs for clarity about the project's timetable. We are working hard to provide it, but we're not in a position today to give guidance on what the new go-live date will be. The findings of the independent Accenture review of the application software will be an input into our replanning process. And we must let this review complete, which includes our own assessments, before providing an update with confidence. We have committed to share the review's findings with the market. And importantly, the existing CHESS platform continues to be reliable and robust. People and culture have always been key priorities for me. We're responding to the priority areas called out in our most recent staff engagement survey by investing in our people in key areas such as technology and risk. And our executive renewal continues. So last month, I was pleased to announce the appointment of Blair Beaton as the Group Executive of Listings and also to welcome Andrew Tobin as our Chief Financial Officer. Both are highly experienced executives and already making a great impact in their roles. Like every business in Australia and globally, we must also make sustainability a key focus. As a market operator, ASX has an important role in supporting the decarbonization of the Australian economy. And we aim to lead by example there and are targeting net zero scope 1 and scope 2 emissions by FY '23 -- sorry, '25. We're also continuing to develop our sustainability-focused product offering. We've had some significant success with our electricity futures, and we're now exploring carbon futures. Sustainability disclosures and reporting are also a focus for the ASX Corporate Governance Council, particularly following the proposal of a global baseline of sustainability disclosure by international standards bodies. So these 5 priorities form the basis of our strategy, and I look forward to sharing more detail in due course. I'll now provide an update based on the first 2 months of FY '23. So as you'd expect in this environment, total capital raised is down compared to the prior year, which was particularly strong. However, we have seen a recovery in futures volumes, particularly at the short end, which is expected to continue in this rising interest rate environment. We remain on track with the guidance provided at our FY '22 results announcement, and that is expense growth of between 10% and 12% and capital expenditure of between $115 million and $125 million for FY '23. Our expense growth is being driven by an investment in people in our key areas of technology and risk. We're also investing in risk management initiatives which reflect the importance of our role as a market operator. And as you'll have seen with many other businesses, we are being, in fact, impacted by inflationary pressure on salaries and some other costs. Our capital expenditure growth guidance is driven by our ongoing investments in technology, which is important in driving the long-term sustainability of ASX. As I mentioned earlier, our people, our technology and risk management practices are the most important investments that we can make on your behalf. And we're doing so in order to support our strong and diversified portfolio of core businesses and to explore growth opportunities. So finally, I would like to thank all of the ASX staff for their hard work during a challenging year. I'm really proud to be leading such a dedicated, purpose-driven team. And I'll now hand back to Damian. Thank you.
Damian Roche
executiveThanks, Helen. We will now move to the items of business. The first item of business is to receive the ASX financial report for the 2022 financial year. Helen and I have already discussed ASX's financial performance, and comprehensive material was released on the 18th of August as part of our full year results. Voula Papageorgiou, our external auditor from PwC, is available to take questions about the conduct of the audit and the preparation and content of the independent audit report. There is a separate agenda item dealing with the remuneration report. I will address questions about remuneration matters when we consider that item of business. I ask that you save any questions about remuneration matters till then, please. There will be no vote on this first agenda item. It is for discussion only. I now invite questions from shareholders present in the room. I ask that you please state your name and then ask your question.
Peter Gregory
shareholderThank you for the presentations. And also, thank you for the results that you've achieved in this year. Let me introduce myself. I'm Peter Gregory from the Australian Shareholders' Association. Today, I'm holding proxies for 206 shareholders, representing a total of over 261,000 shares. I'd like to ask some comments about the future and the business development activities that you're engaged in. ASX has a very strong core business, and I think that's reflected in the results that we have seen today. But the annual report refers to a number of what I would refer to as new business or business development opportunities. These are attracting foreign listings to Australia, adding value to existing customer base through providing data, expanding into adjacent trading markets such as -- especially climate-related, utilizing technical capability to provide bespoke solutions in semi-related fields with Sympli -- Synfini, sorry, and using competitive advantage to enter and compete in the very established property conveyancing market through the Sympli joint venture. I'd also note that the Chi-X, or Cboe as it is now known, is claiming to have grown over a period of about 10 years to a market share of -- that they claim as being over 20%. I'd like to hear your comments on the means to realize the opportunities that these -- those areas that I listed cover and also to ask about given that it's -- these things, I think, reflect a different business model to the one that ASX has as its core, how ASX is responding to these opportunities. And whether it has the people skilled in competitive business development to capture these new opportunities and protect against competitive forces.
Damian Roche
executiveThanks, Peter. I'll address some of those questions, and Helen will answer some as well. But first of all, I'd like to thank ASA for their active engagement with ASX. We welcome your input, and we'll be following up with you after the meeting on some of the topics we have previously discussed. I think you asked a question, do we have the people in place. And I'm very confident we have the people in place to take advantage of the investments that we've been making. I think as Helen outlined, she talked about there is a significant investment in people to take advantage of new opportunities. If I think about the last several years, ASX has been benefiting from a growing and diversified business model. And I think that reflects investments that were made several years ago that we harvest today. And we're focused on making investments today in some of these new opportunities to take advantage of opportunities that will appear over the coming years. So I think if we think about our results this year, and we acknowledge that market volumes are a driver, but I think as a Board, we're very pleased when we look underneath and we see that we have new businesses and initiatives prior that are driving this growth, and be that in electricity futures or in the data or the continued success of the ALC. So I'm confident that we are -- have the people and are hiring and building to take advantage of these opportunities.
Helen Lofthouse
executiveThank you. And I think the one thing I would add, Peter, is that it's very important that we really listen to our customers and what they want from us. And in many cases, a number of the business opportunities you've referred to are things that are very much customer-led. So there are people asking us to expand the services we offer into other things that we have some good capabilities to deliver. And so for example, harnessing some of the data, the very rich data that we have into data products to address some of those needs is a great example of that. So -- and I think really listening to our customers and continuing to respond to the kind of things that they're asking us for where they're appropriate to our core business is exactly the sort of thing that we'll continue to do.
Damian Roche
executiveSure, Peter.
Peter Gregory
shareholderMy second question is about technology. Firstly, about responsibility for technology, and I note that the Chief Information Officer also has executive responsibility for the Technology and Data business, and that the Executive of Securities and Payments has overall responsibility for the CHESS replacement program. Given the importance of technology for ASX, why isn't there an executive whose sole focus and accountability is on ASX technology management? And also, a related question, we're very pleased to see the creation of the Board Technology Committee. But can I check the reference to the Chief Technology Officer being a member? Who is the CTO and how does this person fit in the organization?
Damian Roche
executiveSure. Thanks for that question, Peter. Sorry, yes. So David Campbell is ASX's Chief Technology Officer, and he's a member of the Board Technology Subcommittee. He sits under Dan Chesterman, who is the Group Executive of Technology, Data and the Chief Information Officer as well. So Dan Chesterman has a large portfolio of responsibilities that he looks after. And he's thinking about our data center and connectivity businesses, our market analytics businesses, our distributed ledger technology and solutions. And he's also the accountable executive for our core technology, infrastructure, engineering and testing. So that's the role of Dan Chesterman. And as we've previously disclosed, Tim Hogben runs Securities and Payments system and is responsible for the CHESS delivery program. But he works very closely with Dan Chesterman and all his colleagues on the management team to ensure the delivery of CHESS and all the other projects that are part of Tim's world. You have a question?
Philip Galvin
attendeeMy name is Philip Galvin, and I'd like to actually just cover a slightly more generic background question. The annual report basically has a description of a relatively benign external environment, okay? That sort of allows the self-sustaining business model, diversified business model you've got, to really run, you might say, unshepherded, but it's got some momentum of its own. I'd like to just throw in a couple of colorful elements to that and get your response. Last 2 years, we've had COVID lockdowns, which basically mangled supply chains globally. Western governments tipped about USD 20 trillion into it, mostly financed through central banks' quantitative easing. We then had Russian sanctions, which has essentially mangled energy supply globally and also affected fertilizer, if you like, production and distribution around the world. You then now got severe drought in the Northern Hemisphere, which has affected both energy, electricity, gas production and food production. So that's all led us to 1970s-style inflation in every Western country. We've had every central bank in the Western world basically try and follow the Fed's interest rate increases, which has collapsed their currency. You might know the Aussie dollar is sort of banging around $0.64 at the moment. Same thing has happened to the euro, sterling, you name it. And they're now caught between a rock and a hard place between using interest rates to quell inflation, support the currency, but they're so indebted, they don't really have that availability. So to me, that doesn't describe a benign environment. And I was just wondering what your 3-year plans are with regards to running the business in the context of there might be some very significant disruptions actually happening not only right now but over the next 3 to 5 years.
Damian Roche
executiveThanks, Phil, and thanks for traveling from Adelaide to be with us today. I think you touched on a lot of really important topics that we spend a lot of time thinking about at Board level, and one of the focuses of the Board is to think about long-term sustainable value. And a key part of that is building a resilient ASX. ASX is held rightly to increasingly highest -- to the highest regulatory standards to deliver efficient, reliable, scalable systems. So our focus is to be investing in technology, investing in people to make sure we meet those needs. At the same time, we want to be investing in businesses to grow our diversified portfolio of businesses. I think over the last 3 years, we've had increasing revenues and profits and dividends, but that is part of that broader investment of opportunities within our core and adjacent businesses. So I think our focus needs to be thinking forward of investments we can make, but also focusing on our role as critical financial market infrastructure and making sure we're investing in the resilience and highest standards.
Philip Galvin
attendeeOkay. Then a quick follow-up. So my understanding from what you're saying is that the current economic and financial turmoil that all Western countries are going through don't seem to be impacting your thinking. You can actually invest and do some internal stuff that will quarantine you from any of the consequences of what's going on at the moment.
Damian Roche
executiveI think all companies are subject to externalities, and we are no different. But what we need to focus on is thinking about those externalities and managing the risk and making sure we're making the right investments both for those risks and thinking into the future.
Philip Galvin
attendeeHave you got any particular examples as to sort of how you -- sort of given you've actually had quite in-depth and breadth conversations around the Board about what's going on currently, have you got any 1 or 2 things that's specifically orientating you towards addressing any of those externalities?
Damian Roche
executiveWell, I think -- I'll talk to a couple and perhaps Helen will as well. But I think investing in the resilience of our infrastructure is a critical focus, investing in our people to make sure that we have the skills available to respond to the challenges ahead. I think they're the 2 most important. But also having a conversation to think about these risks and as a Board, challenge management to make sure management is thinking about these risks, that we have the right responses. Those responses are resourced and appropriately managed and governed. Helen, I'm not sure if you'd like to.
Helen Lofthouse
executiveYes. I guess the one comment I'd add, and certainly, there's considerable uncertainty in the environment, for sure. And I guess I would just emphasize the crucial importance of financial markets and really robust financial market infrastructure in that environment. Because actually, what we do matters and the services that we offer matter to people. And in this kind of environment, they're absolutely crucial to help people manage their risks as well. So I think making sure that we are there and robust and working well and effectively so that we can service our customers through this kind of period is crucial for us.
Philip Galvin
attendeeThat's the internal side. What I was also thinking about was, from a customer perspective, I think you'd expect significant financial stress to start going through your customer base. And I'm just wondering how tolerant they're going to be of providing you with additional revenue over the next 3 years as their own internal investments collapse and they start actually trying to cut costs in their own businesses, which we have seen before, by the way.
Damian Roche
executiveNo. And I think we obviously put a lot of focus on our clearing risk, thinking about our customers and participants, thinking about procyclicality. So as a Board, and I'm working with our Chief Risk Officer, Hamish Treleaven, that is a key area of focus. As Helen said, thinking about our customers is a priority not just for Helen but for myself and the Board. And that's thinking about products that we can deliver to them to provide solutions, but making sure that we are being flexible and listening to their needs as well. That's an important -- and Hamish will be here afterwards if you'd like to sort of follow up in more detail on that one. Thanks, Phil. If there are no more question -- Phil?
Philip Galvin
attendeeI've got a couple, but I was going to sit down just in case somebody wanted to pop up.
Damian Roche
executiveNo problem.
Philip Galvin
attendeeFutures contracts, 3 and 10 years. I've noticed that they've come back a little bit. Predominantly, though, they seem to be a bit unmanaged. You've got the coupon on these 2 that are still at 6%, which is where I put them back in 2001, okay? Coupon rates are actually quite important when they actually come to the amount of volume through those individual futures contracts. The details of 2 of the most important that you've actually got running through the old SFE framework doesn't seem to have actually been terribly well managed. And I think your 5- and 20-year contracts, I don't think they're going to succeed. They don't have liquidity. They don't have open interest, and I think they've cannibalized the 3s and 10s. So my personal view would be, I'd kill them and drop your coupon rate on your 3s and 10s and try and generate a bit more business for your futures market.
Damian Roche
executiveLook, we -- thanks, Phil. We appreciate the feedback. I believe our futures business is very well managed and very well governed. And as I've said, we spent a lot of time thinking about that. But we're happy to talk to the detail around those coupon rates. Actually, Helen, your...
Helen Lofthouse
executiveYes. And no, look, I really appreciate your comments. And Philip, you obviously bring lots of expertise and background on this. I guess I would say just to comment on how -- one of the ways that we go about managing that market is obviously talking to a range of customers and making sure we get their input on their priorities and what they're wanting to do. So specifically on the coupon point, overall, the balance of view from our customers has been that they -- that's not a priority for them at the moment. There are some who absolutely raise it, but others for whom that's -- changing the coupon hasn't been a priority. So that's sort of been the balance of customer feedback. But we're absolutely continuing to engage with the customer base and make sure that we get their feedback both on the newer contract and on where coupons are and all of the other parameters around the futures contracts as well. And we'll continue to do that.
Philip Galvin
attendeeJust bearing in mind that with the lower coupon, they've actually got to use more futures to hedge a particular nominal exposure. So I'm not surprised that half of them don't want to change because it actually means they have reduced volume, they've got to transact. All right. You drop the coupon, you increase your revenue.
Helen Lofthouse
executiveThank you.
Damian Roche
executiveThanks, Phil.
Philip Galvin
attendeeCan I just ask about the level of turnover referred to in the annual report? It shows 19% voluntary turnover during FY '22, which is about 1 in 5 people choosing to leave the ASX. Given that turnover is often an indicator of some underlying problems, can you please talk to us about why it was so high during the last year?
Damian Roche
executiveSure. I think with many sort of technology-related organizations, we do face tight labor market conditions. And post a period of extremely significant stability across the whole company, we did experience some increased turnover last year. But we're very focused on making sure that we are attracting the best people. Helen's talked about the investments we are making in people and ensuring that we've got the right culture, the right opportunity and the right people to take advantage of the challenges ahead. And I'm very confident we will.
Philip Galvin
attendeeOkay. I've got another one, exchange traded bonds. A while ago, the ASX became the only platform that you could actually, from a retail perspective, buy an Australian government bond, okay? The AOFM website will direct you to the ASX. Now because of what I raised earlier, we're probably going to have a $1 trillion worth of Australian government stock on issue. It's all nicely listed on the ASX. It's just the liquidity just seems to be dreadful. Your market makers were only $1 million either side, and the spreads are anywhere from 50 to 80 points. It's a market that doesn't seem to be doing very well, but it's the only game in town if you're a retail investor in government bonds. I'm wondering what you're doing to actually try and increase and create some value out of what is a very, very large and deep market on behalf of retail holders.
Damian Roche
executiveThanks, Phil. I'll ask Helen to address that for you.
Helen Lofthouse
executiveSure. Look, we are really pleased to be able to offer the Australian government bond trading on the ASX market, and we actually believe that fixed income assets are a really important asset that's sometimes underrepresented in Australians' investment portfolio. So couldn't agree more that it's a focus area, and I think it's an opportunity for both ASX and Australian investors to expand that. We do continue to engage with the government on this topic as well because we would like to see the recommendations from the last parliamentary inquiry into the retail bond market be implemented. And I think that, that will really help to improve access to the fixed income market for retail investors and to give them a broader range of investment opportunities across fixed income. The government bonds are traded on the exchange. We do provide market-making support there, not directly with -- there are market makers providing support for that and that we work with them to try and agree the right parameters. I would note that liquidity in the wholesale bond market has been quite challenged recently. And those parameters are adjusted to reflect some of those challenges in the wholesale bond market, which is kind of the market maker's source of that liquidity. But we do actively work on that and get customer feedback to try and make sure that we're getting that in the right place. But certainly, fixed income broadly continues to be an area of focus for us and I think an area where we'd certainly like to see some expansion of the opportunities for investors and the role that we can play in that as well.
Damian Roche
executiveYou have another question, Phil?
Philip Galvin
attendeeWould you mind if I ask one more?
Damian Roche
executivePlease.
Philip Galvin
attendeeLook, just on expenses, I noticed they still continue to go up. Made this conversation with Dominic back in 2018, where he said that the increase in expenses was a one-off. I said, in business, there's always a one-off, and they continue to have gone up. Look, just for shareholders, I don't know whether you've noticed, but since 2018, the expense base has gone up $100 million. And I'm wondering -- and I don't see too much other than the generic discussion about technology investment as to what you're doing to drive productivity to actually bring that -- those expenses under control because you've even actually recognized that you've actually now got some underlying cost pressures. But I don't see too many initiatives that are actually going to bring them under control. And if there were going to be 10% increases, why they wouldn't be brought down to, say, somewhere less than 5%?
Damian Roche
executiveThanks, Phil. I think both Helen and I talked about expenses. I think there's a few things there. As you mentioned, there are inflationary pressures in the market. And ASX is not immune from those, particularly as we think about technology, risk and compliance resources, which are sort of a critical part. We've also seen expenses increasing from a move from capitalized expenses forming part of OpEx with relation to sort of some of our software. But I think an important point that we need to consider is, ASX has been investing in its business for growth over the last several years. And many of those initiatives are helping drive revenue and build a diversified revenue stream to help navigate various variable market conditions. And I'd also note that ASX, as we've talked about many times, plays a really important role in Australia's financial markets. As Helen says, what we do matters, and we are held to the highest standard. And on behalf of shareholders, us continuing to invest to meet that highest standard, we believe, is critical, very important and adds value. So I think it's investments in new opportunities, which Helen's outlined, and investments in our licenses and maintaining that highest standard. And that's something that we believe is very valuable and important from shareholders. But we do consider costs. When we sit at the Board table, expense management is important. But we also want to think about expense management, long-term sustainability, revenue growth and investing in maintaining standards. Are there any more questions in the room? Thank you. Sorry, Phil?
Philip Galvin
attendeeLast one. Last one, just regarding CHESS, this is a bit provocative. If I said to you that you could have a CHESS replacement within 2 years for $50 million, would you stop what you're currently doing?
Damian Roche
executiveI think that's a hypothetical question, Phil. We've talked about continuing to ensure that we're investing in the current CHESS system. We need to continue the investment to deliver resilient and reliable current CHESS. But as you well know, CHESS is aging and we do need to replace it. And we have been exploring paths to deliver contemporary technology to think over the long term, just like we did when, you would have been there, thinking about replacing the old CHESS and moving from leather satchels to technology. We need to think about long-term solutions to deliver value for Australia's financial market. This is a critical piece of technology, but it's really important that we deliver this with certainty, with resilience and that all stakeholders have confidence. And that's what we've been doing. And that's why we engaged Accenture so that we can have a clear path forward to provide confidence to everyone. Is that okay, Phil? We answered everything?
Philip Galvin
attendeeWell, these are really just questions. I mean, I don't expect the Board to pivot or management to pivot on any 1 or 2 questions. I think it's more just to set the scene for 2023 when we all get together.
Damian Roche
executiveNo worries. And we look forward to talking with you more afterwards. If there's no more questions in the room, we'll turn to questions online.
Matthew Gibbs
executiveMr. Chairman, the first question asks, "Did any of the 5 main proxy advisers recommend a vote against any of today's resolutions? Has there been a material proxy protest vote against any of today's resolutions? Why didn't you disclose the proxy position on your own platform with the formal addresses as several other companies now do? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions about the reasons if there has been any protest votes?"
Damian Roche
executiveSo I think it's worth noting that proxy advice is for the benefit of shareholders and fund managers who pay for that advice. It is not something that we control. So that would be not our job or appropriate for us to release proxy advice. I mentioned earlier, before the debate on each item, we will be disclosing the results of proxy advice or shareholder votes actually before each item. So we will be providing transparency with regards to each item moving forward.
Matthew Gibbs
executiveThe next question asks, "What is the latest situation with the ISX litigation? Is it correct we've spent $9 million on legal fees so far? What are our prospects of recovering these costs? And have we ever been sued before by an issuer objecting to being suspended? What lessons have we learned from the ISX saga? Should we have been stronger on prevention earlier and were we ever tempted to fold and let trading in the stock resume? What about the 10,000 retail shareholders who have lost everything? Have we been fair to them?"
Damian Roche
executiveLook, that question, specifically with that company, is before the court. So I'll actually hand to Daniel Moran to answer the specifics. But I think the one general comment is, I think the market operator and the Board, the integrity of the market and the rules are something that's paramount. And we stand behind the rules as the market operator. And that's something that we hold ourselves as very important. But the specifics of the matter before the court, I'll ask Daniel if there's anything he can comment on.
Daniel Moran
executiveThanks, Damian. I won't comment in particular detail on current litigation. What I will say in response to the question is we do -- it's not common for us to be involved in litigation with companies around our rule decisions. It does happen from time to time. And when it happens, as you'd expect, we take sensible steps to defend the decisions that we make. And in relation to the costs of litigation, as shareholders would expect, we're prudently insured in relation to those sorts of exposures. I think that's all I'd add to your comments, Damian.
Damian Roche
executiveThanks, Daniel.
Matthew Gibbs
executiveThe next question asks, "Last week, you got some advice from the Toronto Stock Exchange. It suggested that distributed ledger technology would always be too slow for use in a stock exchange environment. Could you respond to this, please?"
Damian Roche
executiveI don't think it would be appropriate at this forum for me to comment on the business of the Toronto Stock Exchange. What I would say is we continue to invest in the current CHESS system. But as both Helen and I have said, it is aging and we need to -- it does need to be replaced. And we believe that in multiparty workflows, distributed ledger technology offers innovative solutions. And I'd note that many other financial exchanges around the world are also exploring the application of distributed ledger technology in their stacks.
Matthew Gibbs
executiveThe next question asks, "Given the unprecedented cost of living pressure in Australia, is it appropriate for ASX to charge higher fees for traders of electricity futures than for traditional cash futures? How do we justify having higher fees for different asset classes? Shouldn't all traders of futures pay the same price? And exactly how much revenue are we making from electricity futures trading?"
Damian Roche
executiveThanks for the question. I might pass that one to you, Helen, around the specifics of the differentiation.
Helen Lofthouse
executiveYes. I'm happy to take that. We do apply different fees for different things. And often, that reflects when we set something up, we'll be talking to customers about what they actually need, what's the value provided. And we'll be pricing according to the value provided, the cost in setting up the service. And obviously, that's specific to different services that we set up. So we wouldn't necessarily see pricing as kind of one standard price across every single thing we do as being the appropriate way to price our services.
Matthew Gibbs
executiveThe next question asks, "When will the dividend reinvestment plan be enabled? A lot of shareholders would like this to occur."
Damian Roche
executiveLook, that's a -- thank you for that question, Matt. And we note that there is a lot of interest from shareholders around our dividend. The Board reviews our dividend policy annually, and we appreciate that many shareholders would like us to reinstigate the dividend reinvestment plan. It's -- but currently, it's not part of our plans. What we've done this year is maintained the same policy, and that's the consistent policy of paying out 90% of underlying earnings fully franked. But we do review our policy regularly, and we will continue to do so.
Matthew Gibbs
executiveThe next question asks, "Is ASX concerned about the increasing number of companies being taken over and delisting?"
Damian Roche
executiveSure. I think we know that through business cycles, we see periods where we have activity and a lot of activity with new companies coming to the market. And at other times, in a period we're experiencing now, there is not as much activity. But through time and if we look at last year, in particular, there was an increase in a number of listed companies coming to the exchange. But -- and also, over the last several years, we've seen the market cap increase from $1.8 trillion to $2.5 trillion listed on our exchange. And so through time, we will see that move around. The ASX also takes an active role in ensuring that the right companies list on our exchange. And from time to time, we do turn companies away. But we're passionate believers in the role of public markets. And as the ASX market operator, we have a really important role to help companies attract capital and provide transparency. And we're doing that for Australian companies, and we're also doing it for international companies.
Matthew Gibbs
executiveThat concludes the online questions for the time being.
Damian Roche
executiveThank you. Matthew, I believe there was a question for our auditor received prior to the meeting and if you could read that out now.
Matthew Gibbs
executiveThe question asks of the auditor, "With a good result, why didn't ASX write off part of the CHESS project, given it has been delayed a number of times and will have cost overruns? The new CEO now has to carry the burden of this project into her stewardship. Can the auditors confirm this project is not impaired and that the costs so far are a valid asset?"
Voula Papageorgiou
attendeeGood morning, everyone. Thank you for the question. The company performed an impairment assessment of the capitalized software balance as at 30 June, which includes the $216 million related to CHESS. We evaluated and assessed management's position in the context of the accounting standard requirements and determined that the carrying value of the capitalized software was appropriate and that no impairment was identified as at 30 June.
Damian Roche
executiveThanks, Voula.
Matthew Gibbs
executiveAnd there's another follow-up question for the auditor, please: "What has been the auditor's involvement in the CHESS project and the timing of various announcements about cost and time overruns? How much of the $216 million spent so far has been capitalized and how much has been expensed? If the ASX Board decided to walk away from the whole project, what sort of write-down would shareholders be facing?"
Voula Papageorgiou
attendeeThank you. There are elements of that question that I can answer and then other elements perhaps more appropriate for the company to answer. The $216 million that's been disclosed in the accounts is the amount that's been capitalized in relation to the CHESS costs to date. We have not had significant involvement in the CHESS project to date. There have been a number of independent reviews that the company has undertaken in relation to CHESS. And from an independence perspective, that's entirely appropriate that the external auditor hasn't been involved in those reviews to date. Chairman, I might hand over to you for the remaining.
Damian Roche
executiveAnd with regards to the other questions, the Board regularly reviews the governance investment with regards to CHESS, and we are comfortable with where we're sitting now. I think we've talked at length about the programs of oversight and governance moving forward, but I'd leave it at that for the moment.
Matthew Gibbs
executiveThere are no further questions at this stage, Mr. Chair.
Damian Roche
executiveThank you, Matt.
Philip Galvin
attendeeBasically, a follow-up question to what you just answered. Presumably, the existing CHESS system, all the developments are being written off, not being capitalized, first point. Secondly, if that's the case, then at even $200 million when CHESS goes live, depreciation will go up $20 million a year, okay? And that's going to go straight to shareholders. Any thoughts?
Damian Roche
executiveWell, I think, Phil, when the system go live, yes, there will be depreciation of these capitalized expenses. And obviously, we'll be disclosing those and fully transparent with the market. We continue to invest in the current CHESS system and to ensure its reliability, resilience and safety.
Philip Galvin
attendeeHave they been fully expensed?
Damian Roche
executiveI'll take that -- can I take that question on notice and come back to you, Phil?
Philip Galvin
attendeeCertainly. And I'd say, $20 million in depreciation is that's just -- you've got 7 years. I think that's the, if you like, depreciable life of every software asset. So the moment that hits, whatever you're going to spend, it could be $250 million, $300 million, you're going to have a substantial reduction in your P&L associated with CHESS going live as it's currently set.
Damian Roche
executiveThank you. As we have no further questions on this item, we will now receive the financial report and auditor's report for the National Guarantee Fund for the 2022 financial year. The Securities Exchanges Guarantee Corporation or SEGC is the body responsible for administering the National Guarantee Fund. The Corporations Act requires the SECG to have a copy of the audited financial statements of the fund laid before the AGM of each member of the SEGC. ASX is 1 of the 2 current members of the SEGC. The statements have been published on our website and are also available through the online platform. There is no vote on this matter. I will now take questions on the financial statements and auditor's report on the National Guarantee Fund. Are there any questions in the room on this matter? No? Matthew, are there any questions online?
Matthew Gibbs
executiveNo.
Damian Roche
executiveSo I believe no further questions on this matter. So I'll now move to the reelection and election of directors. ASX works hard to ensure it has the right mix of skills and experience around the boardroom table. As I've expressed before, Board renewal and strengthening our technology, project management and public policy expertise are areas of priority. I wish to thank my Board colleagues for their contribution to ASX's solid performance in 2022. I believe they have served shareholders well. I encourage you to support all 4 of our directors standing for reelection or election today. Each has the unanimous support of their fellow directors. The next item of business is the reelection of Melinda Conrad. Melinda Conrad retires by rotation at this meeting and offers herself for reelection. The direct and proxy votes for this item submitted prior to the meeting are shown on the screen behind me. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. Melinda was appointed a Director of ASX in August 2016. She is a member of the Nomination Committee, the Remuneration Committee and the Technology Committee. Melinda has over 20 years experience in business strategy and marketing and brings skills and insights as an executive and director from a range of industries, including retail, financial services and health care. Further information about Melinda's skills and experience can be found in the Notice of Meeting and the annual report. The directors, with Melinda abstaining, unanimously support Melinda's reelection. I now invite Melinda to say a few words.
Melinda Conrad
executiveThank you, Chair. And good morning, ladies and gentlemen and fellow shareholders. Thank you for the opportunity to address our annual meeting. It's a privilege to serve as one of your directors and seek your approval today to continue as your representative. I've been a Nonexecutive Director of ASX since August 2016 and currently serve as a member of the Nomination and Remuneration Committees. My background and expertise, as set out in the Notice of Meeting and the annual report, focus on strategy, the customer experience, innovation and stakeholder engagement. I am guided as a Director of our company by ASX's strategic pillars of being a resilient, trusted, innovative and customer-focused market operator. I'm immensely proud of the progress we have made in delivering this strategy, and I hope to have the opportunity to continue to see this strategy through. There is more work ahead but a clear path and great determination, too. As a Director of our company, the most important thing I can do is to help ensure we have the right leaders in the business at the right time. I'm delighted with our appointment of Helen as the ASX CEO and very confident that she will draw on her characteristic level head, high integrity and fierce intellect to successfully lead the ASX team in the next chapter of our company. In fact, she is doing so impressively already. I would also like to take this opportunity to thank all of our executives for their hard work and dedication. It is the daily commitment of all of our people to the importance of what we do that makes the ASX operate to high standards. I'm very optimistic about the future of our company, and I have the time and capacity to continue to serve on your Board. I currently serve on the listed boards of the Stockland Group and Ampol Limited, and I am also a Nonexecutive Director of Penten, which is an Australian cybersecurity specialist for the defense industry. Collectively, these various involvements provide me with wide-ranging perspective of the many issues for business today, and they enhance my ability to serve your company. I'm dedicated to acting independently, understanding stakeholder priorities and serving with the utmost transparency and integrity. And like you, I am a shareholder of the ASX and am well aware of the importance of delivering sustainable shareholder returns. It would be an honor to serve to continue -- to continue to serve as a Director of ASX and to uphold the integrity and stability, which is important to this institution. I humbly ask for your support for another 3 years. Thank you.
Damian Roche
executiveThank you, Melinda. I will now take questions on this item of business. Are there any questions in the room?
Peter Gregory
shareholderThank you for that address Melinda. I'd like to make the observation that shareholders today are being asked to vote on 4 nonexecutive directors. And that's -- excluding the Chair, that's 50% of the nonexecutive directors. When we review the information in the skills metrics and description in the Notice of Meeting, it doesn't give us a good understanding of which of the Board competencies and experiences each person who's standing for reelection can contribute to the company. So can I please ask you to describe which particular skills are most -- that you have are most relevant for the future of the company and how this will impact on you making a difference in the future? This is -- this will enable shareholders to make a more knowledgeable decision on your election to the Board. Also secondly, as a member of the Technology Committee, that committee requires that each member must have experience with information technology or implementation of information technology systems. Could you please share with us highlighting your exposure to cybersecurity and also evolving blockchain technology, how you fit that requirement?
Melinda Conrad
executiveThank you, Peter, and they're all important questions to be asking. I think when Helen first set out her intention and priorities of running the business, she highlighted the importance of customer, culture, technology, risk and sustainability. And in my view, with my experience, I can help provide a perspective that I see across the entire Australian economy and for my -- with my other organizations and ask certain questions that are relevant to the ASX on those 5 points. From a technology point of -- from a technology perspective, while I'm not a subject-matter expert, in my capacity as a director of other organizations, I've seen several company want tech implementations. And in addition to my role as a Director of Penten, I'm exposed to the many complex and fast-moving challenges related to the cybersecurity industry. Thank you.
Damian Roche
executiveThank you. If there are no more questions in the room, Matthew, are there any questions in the room -- on the online platform?
Matthew Gibbs
executiveThere is. This question is for Melinda and also for the CEO and the Chair perhaps too: "In 2021, '22, ASX paid $120,000 each to be a platinum member of the business, forums and networks of the federal liberal and labor parties. This is disclosed and explained in the annual report but is inappropriate particularly given the incoming National Anti-Corruption Commission. Powerful corporates should not be making 6-figure annual payments to political parties buying access and influence. What does Melinda Conrad and the new CEO think about the appropriateness of this?"
Damian Roche
executiveDo you want to answer first, Helen?
Helen Lofthouse
executiveSure. So ASX has been a member of the business networks for both of the major parties for several years or for many years. And as you say, in financial year '22, we paid $120,000 in membership fees to each. So they're membership fees rather than donations. And we do review those annually and obviously take a bipartisan approach. But I think overall, it's important to remember that the position that we at ASX play in the Australian economy is a really important one. And it's very important for us to engage with political and policy decision makers to make sure that they are fully informed about the challenges and the opportunities that are specific to the areas that we operate in. And we continue at this stage to think that that's an appropriate mechanism that helps us to do that effectively. Those payments have to be approved by the Board, the CEO and the Group General Counsel. And the Board does review our position each year. So Damian, Melinda, do you want [indiscernible]?
Damian Roche
executiveMelinda, is there anything you'd like to add?
Melinda Conrad
executiveLook, I would just say that stakeholder engagement is essential, especially for the role we play in the Australian economy. And engaging with the government and all parties is important, and the Board consider it every year, and we provide bipartisan support.
Damian Roche
executiveI think I would concur. I think we've addressed the question.
Matthew Gibbs
executiveThere are no further questions at this stage.
Damian Roche
executiveThank you. The next item of business is the reelection of Peter Nash. Peter Nash retires by rotation at this meeting and offers himself for reelection. The direct and proxy vote for this item submitted prior to the meeting are now shown on the screen behind me. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. Peter was appointed a Director of ASX in June 2019. He's been Chair of the Audit and Risk Committee since August 2021, having served on the committee since June 2020. He's also a member of the Technology Committee. Peter was formerly a Senior Partner with KPMG until September 2017. He was admitted to the partnership in 1993. Further information about Peter's skills and experience can be found in the Notice of Meeting and the annual report. The directors, with Peter abstaining, unanimously support Peter's reelection. I will now invite Peter to say a few words.
Peter Nash
executiveThank you, Chairman, and good morning, fellow shareholders. ASX is a critically important component of Australia's financial markets infrastructure. It's been both a privilege and a significant responsibility to serve the company as a Director over the last 3 years. Certainly, these 3 years have had their challenges. The advent of COVID resulted in disruptions to our staff, to aspects of our business and, amongst other things, has led to a much higher economic and political volatility, all of which persist in varying degrees today. Throughout this period, ASX has performed well, with its operational performance remaining robust and resilient whilst delivering solid financial outcomes for shareholders. We also continued to modernize our core technology platforms. Whilst this has been mostly successful, there have been issues and remains significant work to do. Your Board has been focused on navigating ASX through this challenging landscape. And I've been -- believe, I've been able to make a sound contribution to its deliberations. During the last 12 months as well as serving on the Board, I've taken on the role as Chair of the Audit and Risk Committee. The particular skills I bring to the Board and to that committee include financial management and reporting, internal controls and risk management, regulatory compliance and regulator interaction and business management and strategy. And whilst I'm not a technology expert, similar to Melinda, I've been involved over the years with many large-scale technology implementations, both in businesses that I've run and in businesses that have been clients. I've also encountered a lot of the new thinking around cyber-related issues through my involvement in both ASX but particularly in the banking sector as well. These skills have been developed over a period of almost 40 years in a professional career that commenced with being an audit partner at KPMG, specializing in the financial services sector, as Chairman of KPMG in Australia and a member of its Global Board, guiding business strategy investment and as a Director of Westpac and Chair of its Audit Committee, as well as a director of other publicly listed companies. Whilst my various roles do keep me busy, I've demonstrated and remain confident that I have sufficient time, energy and interest to devote to ASX. And I firmly believe, in fact, that my other responsibilities contribute to my ability to be an effective Director of ASX. No doubt, the next 3 years ahead will provide further challenges and opportunities for ASX. The company is positioned at the heart of Australia's financial markets, and we must be focused on strategies to both maintain and grow our pivotal role. I would like to continue to make my contribution in your interest. Ladies and gentlemen, thank you for the opportunity to address you today. I will continue to be a committed and dedicated director, and it would be an honor to have your support for another term.
Damian Roche
executiveThank you, Peter. I will now take questions on this item of business.
Peter Gregory
shareholderPeter, thank you for that and your comprehensive list of skills and contributions. From that, could you highlight to us the 1 or 2 things that are your major areas of contribution to ASX and your role as a Director? And also in terms of your technical experience, can you share with us any specific details about your exposure with cyber and also with distributed ledger technology?
Peter Nash
executiveSure. Well, I think in terms of those skills, probably the most relevant ones are those that enable me to effectively discharge my responsibility of Chair of the Audit and Risk Committee. So throughout my professional career, at the heart of that was financial management and financial reporting, considerable engagement in risk and risk management as well as including the technology aspects of that as well. So they would probably be the core skills whilst there's others that go to the heart of that role as Chair of the Risk Committee. On the technology front, on the broader side of technology through engaging with many large financial institutions in my professional career, that often involve examination and understanding of where large-scale projects were at, how they were being treated for financial reporting purposes, considerations of impairments and effectiveness of the systems as well. So that contributes to my capacity on the Technology Committee as well. Tech -- blockchain itself is a relatively recent technology. So my principal engagement with that has been since becoming a Director on the ASX and seeking to inform myself and come to a better understanding of blockchain technology. On the cyber front, that is a key issue across all of the companies I'm engaged in. And in particular, those in the financial services sector where it makes a significant risk. So there is significant engagement at the Board with various experts with -- from within and without and from outside of those businesses that have, I think, enhanced the knowledge of the boards I've been operating on, including myself. And through that engagement, over quite a number of years now, I feel well equipped to understand and assess where the ASX has progressed to in terms of its cybersecurity.
Damian Roche
executiveThanks, Peter. If there are no more questions in the room, I'll turn to online.
Matthew Gibbs
executiveThis question asks, "When disclosing the outcome of voting on all resolutions today, including this reelection of Peter Nash, could you please advise the ASX or the market 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 on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus after their 2021 AGMs. Will Peter Nash support such a disclosure initiative?"
Peter Nash
executiveI would have thought. So I think the voting is there for everyone to see, and I don't have any issues or problems with being fully transparent about it.
Damian Roche
executiveI think ASX welcomes feedback. We've talked about, in many instances, we're an organization that's continually aiming to improve. We operate to the highest standards, we conduct reviews, we conduct independent assurance programs, and we welcome feedback. I think at last year's AGM, we received some feedback on disclosing proxy -- voting intentions before discussion. We've implemented that. And that particular piece of -- that particular advice we will take onboard and consider for next year.
Matthew Gibbs
executiveThe next question on this asks, "Why was there a 9.3% protest vote against Peter today? Was it CHESS- or remuneration-related? And which of the proxy advisers delivered the against recommendation?"
Damian Roche
executiveWe don't disclose shareholder voting intentions in these forums.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you. The next item of business is the election of Dave Curran. Dave Curran was appointed a Director of ASX by the Board in March 2022 and offers himself for election today. The direct and proxy votes for this item submitted prior to the meeting are now shown on the screen. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. Dave is Chair of the Technology Committee. He has over 30 years corporate technology experience, leading digital transformation and implementing large projects across the Australian banking and financial services landscape. He was formerly Westpac Group's Chief Information Officer and has previously held executive technology roles at the Commonwealth Bank of Australia. Further information about Dave's skills and experience can be found in the Notice of Meeting and annual report. The directors, with Dave abstaining, unanimously support Dave's election. I now invite Dave to say a few words.
David Curran
executiveThank you, Chairman, and good morning, ladies and gentlemen. I'm grateful for the opportunity to address you this morning and to seek your support for election to the Board of ASX. By way of introduction, I retired from my executive career in 2019 after over 30 years in financial services, focused on mission-critical technology and transformation. Throughout my career, I've always been drawn to challenges that are both critical and demanding. Strategic progress, in my opinion, is often defined by successfully navigating the challenges and opportunities that others might delay or avoid. ASX plays a crucial role in the Australian economy and provides critical infrastructure, upon which much of our financial markets depend. This infrastructure and the associated services that ASX provides have served our community well and continue to deliver against today's market needs. Like other developed economies, Australia faces increasing challenges and demands associated with globalization, integration, technological advances and the democratization of data. The advent of mobile and cloud-based technologies is transforming much of the world, and markets are required to adopt and lead in relation to these changes. This is very relevant for Australia and for ASX too as we continue to step up to ensure we serve our customers and the economy we underpin. It would be a privilege to join the Board and represent you, our shareholders, as we face these challenges over the next 3 years. As set out in the Notice of Meeting, my career is focused on the difficult but necessary initiatives that provide greater service and solutions to customers, staff and shareholders. If elected, I would bring skills to your Board developed in the following areas: the delivery of large scale and complex transformations, the delivery and stability of mission-critical operations, strategic thinking and insights related to the current digital revolution, the ever-increasing challenges of a cyber-threatened environment, the regulatory and risk management demands of financial services and the leadership of large and dynamic teams. I believe these skills are a value to ASX and its Board as we address the needs and opportunities of tomorrow while delivering on the services of today. Ladies and gentlemen, I am committed to acting with transparency and integrity and will bring energy and experience to the role. It would be an honor to have your support as a Director of this vital institution. Thank you.
Damian Roche
executiveThank you, David. I will now take questions on this item of business.
Peter Gregory
shareholderThank you, David. Similar question to the ones I've asked of other directors. Can you please just really encapsulate the critical skills and competencies that you bring to the Board and to the future of ASX? And secondly, given the critical role that you have in the organization of Chair of the Technology Committee and the evolving nature of cyber risk and evolving nature of the new technology of blockchain, can you give a little bit more specific color to your experiences in those areas and how you will contribute?
David Curran
executiveCertainly. Thank you. I think in related to the first question, I've been involved in numerous large-scale programs in Australia, but probably the one that's probably best known is I led the core banking modernization program at CBA, which, at the time and I think still largely, is one of the largest financial services technologically based transformation program. So I have a lot of experience in that over recent years. To your questions on cyber and blockchain, cyber, as I mentioned, I was the CIO at Westpac. But before that, I was the CIO of CBA's retail division. At the smaller end, I've been a CIO of smaller institutions like AMP Bank, which puts you at the forefront of all that's happening in cyber, including when the advanced -- APT, advanced persistent threat, came into play in the last 10 years. So a lot of experience in the cyber environment around that. I'm currently on the Board of QuintessenceLabs, which is one of Australia's leading companies developing solutions in the cyber world and, particularly, in relation to quantum computing. So I have a fair bit of experience in those areas there. In relation to blockchain, I've been working with blockchain initiatives now for about 6 or 7 years. They're obviously within the domain of banks that I can't talk about because that's their business to talk about but have been working in and around those and working with other Silicon Valley and Israeli-based companies in the blockchain area now for about 6 or 7 years.
Damian Roche
executiveIf there are no more questions in the auditorium, Matthew, are there any questions online?
Matthew Gibbs
executiveYes. So a question for David and for the Chair: "Could David Curran please comment on why ASX insists on having its AGM so early in the cycle, making it one of the only companies that releases its full year results after the deadline for Board nominations closed? It's standard governance that investors be informed about the performance of an entity before closing off Board nominations. The full year results were released on the 18th of August, but the deadline for Board nominations was August 2. Will David agree to either a later AGM date or an earlier release of results next year?"
David Curran
executiveI believe this is yours.
Damian Roche
executiveI might take that question on David's behalf. As we've disclosed, we welcome feedback on improvements to our AGM process on how we can engage with shareholders in a more timely and a more beneficial manner. So any way that we can think about making that easier or better, we'll look into, and we'll come back to you. Thank you, Matt.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you. The next item of business is the election of Dr. Heather Smith. Heather was appointed a Director of ASX by the Board in June 2022 and offers herself for election today. The direct and proxy votes for this item submitted prior to the meeting are now shown on the screen. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. Heather has extensive experience in public policy, innovation, national security and economic reform and a deep knowledge of government and the public sector. Heather's 2 decades working at senior levels in the Australian public service culminated in being Secretary of the Department of Industry, Innovation and Science between 2017 and 2020 and, before that, Secretary of the Department of Communications and Arts from 2016 to 2017. Further information about Heather's skills and experience can be found in the Notice of Meeting and our annual report. The directors, with Heather abstaining, unanimously support Heather's election. I now invite Heather to say a few words.
Heather Smith
executiveThank you, Chairman. Good morning, ladies and gentlemen and fellow ASX shareholders. Thank you for the opportunity to speak with you today regarding my nomination for election as a Nonexecutive Director to the Board of ASX. As has been highlighted today, ASX is an institution of national significance, a critical part of the infrastructure that underpins the stability and functionality of Australia's financial ecosystem. As such, it is essential that it is well led, well governed and operates in ways that align with community expectations. Clearly, ASX is in the midst of strategic transformation and renewal technologically, culturally and among its people. None of this is easy in the best of times. But it is also occurring against a backdrop of global volatility, uncertainty and complexity. With complexity should come humility, transparency and the willingness to learn from setbacks and the courage and leadership to keep moving forward with purpose. In the short time I have been on the Board, I have observed a team that is dedicated and committed to upholding the trust in and high standards of ASX and which has a clear-eyed focus on long-term sustainability. I've also observed the team committed to an organizational culture that is diverse and open and respectful and acts with integrity. My background and experience are outlined in the annual report and Notice of Meeting. I have 20 years -- over 20 years experience in government, including leading 2 departments of state covering industry, innovation, science and communications. Before that, I served as Deputy Head of the Prime Minister and Cabinet, as Deputy of Foreign Affairs and Trade and also what is now the Office of National Intelligence. My early career was in the Reserve Bank and in the Australian Treasury. I bring strategic foresight, extensive international experience and knowledge of public policy in economic, foreign, strategic and national security to the ASX Board. I have deep experience as a member of public sector boards. While the sector may differ, the challenges confronting public sector boards are not dissimilar to those confronting private ones, identifying risks and opportunities, moving adroitly to respond, better using technology to achieve goals while always remaining cognizant of the need to retain regulatory and community license. I also bring a deep appreciation and experience of the transformative impact that technology can have in creating value, building resilience and delivering efficiencies. From my perspective, it would be a privilege to be part of the company that has innovation at its core and its core mindset as well. And I've been excited by what I've seen so far. I have the time and the capacity to fully commit to your Board, and I believe in the highest standards of governance, which are essential to retaining the trust and goodwill of customers, regulators and other stakeholders. I'm dedicated to acting independently and to delivering sustainable value to you, our shareholders. It would be an honor to serve your interest for the next 3 years. Thank you.
Damian Roche
executiveThank you, Heather. I will now take questions on this item of business.
Peter Gregory
shareholderHeather, thank you for that introduction. Could you just give shareholders just a very high -- a statement of the skills and competency that you think will have the greatest contribution to driving the success of ASX in the future?
Heather Smith
executiveThank you. Thank you, Peter. I think I'd say 2 things. I think probably my track record in strategic foresight in how technological change and economic disruption and that increasing regulatory focus really interact is something -- that interdependence is something that I have seen and lived, and I think that's relevant to the success of ASX going forward. I think secondly, as a former CEO of 2 departments, I've had that lived experience of how technology should be seen as a means to an end and how it must have, at its end point, better outcomes for customers but also for citizens more generally as the core objective. I guess I've experienced this in my roles through the rollout of the nbn of having to really focus on more the pivot from not so much the technology but to the customer experience. I've seen it, I guess, in advising governments on how the disruptive impact of technology -- of digital platforms has led to much more focus on the social license of technology. I guess I've lived it as an accountable CEO of having a number of agencies, in particular, science agencies that have required significant uplift in how they think about cyber awareness and their capability. So -- and I've also spent quite a lot of time advising government on emerging technologies, critical technologies, artificial intelligence and quantum. I led the Prime Minister Turnbull's National Innovation and Science Agenda statement a few years ago, which was really about focusing on the importance of quantum and emerging technologies. So all of that, I guess, is my way of saying that I understand the importance of balancing the enabling role of technology and delivering outcomes with the importance of social license, with that importance also of the security aspect. And I think, again, it's that interdependence of seeing that ecosystem that I think I can bring value to the Board but also to the success of ASX going forward.
Damian Roche
executiveIf there are no more questions in the room, we'll move to online.
Matthew Gibbs
executiveA couple of questions on this agenda item, Mr. Chair, both for Heather and yourself: "First of all, could Heather please comment on which of the existing ASX directors she knew, either personally or professionally before she was invited to join the Board? What was the recruitment process? Was there an external headhunter involved? How many candidates did the Chair meet? And how many did the full Board interview? What did Heather think of the recruitment process?" And then the second question, again for Heather: "Regulatory risk is ever present with ASX given its privileged position. Could Heather please comment on her connections in Canberra and anything that she thinks might be useful in terms of discouraging the new government from undermining ASX's success?"
Damian Roche
executiveHeather, if -- I'll take those questions. I think with regard to the recruitment process, ASX engages in a robust recruitment process. I've talked to the importance of Board renewal. We've talked to tenure and ensuring that we have got the right process in place to engage renewal but then also to be thinking about the skills we need today and the skills that we're going to need in the future. And we do engage with people to help us in this process. And we're very fortunate to attract really high-quality individuals. And I think shareholders should feel confident today, having heard the depth of experience of not just Heather but the other directors standing for election today and the immense skills and experience, judgment and wisdom that they bring to the organization. So I feel very confident in our processes. And as I've said to you, I remain committed to continuing that process of a renewal and thinking about the skills today and the skills to the future. And I don't think it would be appropriate at the ASX forum for Heather to be commenting on government activities in Canberra.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you, Matt. The next item of business is to consider the remuneration report, which commences on Page 46 of the 2022 Annual Report. The direct and proxy votes for this item submitted prior to the meeting are now shown on the screen. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. The remuneration report sets out the Board's assessment of management's 2022 performance against the objectives established at the start of the year. The resolutions on this item are advisory. However, we take shareholder feedback into consideration when formulating ASX's future remuneration policies. A voting exclusion applies to this resolution as set out in the Notice of Meeting. As I outlined in my earlier address, while the 2022 financial year contained its challenges for ASX, it was also a year of significant achievement, especially the company's financial performance, which saw record revenue and statutory profit levels, driven in part by growth in new business initiatives. Overall, I am proud of what we have accomplished. Nevertheless, we acknowledge that some concern has been expressed about the reward received by our former Managing Director and CEO in light of the delays to the CHESS replacement project. The CHESS project is highly complex and remains challenging. There is no question that the performance of this project did not meet our customers' expectations in 2022. We share the frustrations of our stakeholders, hence ASX's commissioning of an independent aspect -- independent expert to review into aspects of the project. Reflecting this and as disclosed in the annual report, the Board used its discretion to materially reduce the former CEO's variable reward by 40%. Other senior executives accountable for the project had their rewards reduced by 10% and 20%. The Board believes this outcome appropriately balances the disappointing progress of the CHESS project with ASX's strong performance in other key areas. As the votes show on the screen behind me, we believe a strike will be recorded against this item, that is, a vote against the remuneration report of at least 25%. ASX has engaged extensively with shareholders and proxy advisers leading up to the AGM. We appreciate the frankness of our conversations and acknowledge the concerns about the progress of CHESS replacement project. While disappointed, we accept the outcome of today's vote on the remuneration report. We understand why we have received this strike, what it means and what we must do. We commit to engaging closely with our shareholders on our remuneration structure. We will seek your feedback, take onboard your input and regain your trust. I will now take questions on this item of business.
Peter Gregory
shareholderThank you, Damian. Can I just preface my comments and questions with the statement that Australian Shareholders' Association members are long-term investors, with the average length of holding of investments being about 11 years, not with ASX but with just generally. Our members are very loyal to the companies such as ASX that they choose to support. Today, regretfully, we are voting our undirected proxies against the remuneration plan as it just does not meet the guidelines that we apply to all companies that we're involved in monitoring. Firstly, if I can make a comment about the short-term incentive. From our perspective, it lacks the financial gateway. Many of the measures are not based on quantifiable performance metrics, and there's no information provided on the weighting assigned to each measure. It appears that the implementation is largely discretionary. Following the conversation that we've had with you and Heather previously, are you able to share any future plans to provide greater accountability and transparency of the STI?
Damian Roche
executiveThanks, Peter. And we do appreciate the ASA's role in conversations around remuneration, and we appreciate an engaged conversation we have with you each year on this topic. And we've discussed -- we believe it is important that the Board does retain a degree of discretion over remuneration. I believe this year, the Board did use judgment to significantly reduce the STVR to the former CEO. And we're very transparent with that process, and we outlined that in our remuneration report. But -- and as I said at the preface of this item, we are going to be engaging with shareholders on our remuneration structures going forward and listening and taking feedback.
Peter Gregory
shareholderThank you. With the -- sorry, LTI, long-term incentive, there are 2 measures, 1 of which is earnings per share. Given the long-term nature of our members and shareholders, earnings per share is critically important because it's what drives share price growth and it's also what funds dividend increases. The 50% of this -- of the -- this 50% of the LTI has not been awarded, I understand, for over 5 years. With a minimum hurdle of 5.1% compound growth for earnings per share over 4 years, can you please comment on whether this non-award is because the hurdle is not appropriate or because the performance of the company has not met Board expectations?
Damian Roche
executiveThanks, Peter. I think as I discussed with you in our meeting, we are going to review our LTI structure over the coming years, and we'll be engaging with you and other shareholders and advisers on what is the right structure to balance the performance objectives of the company and rewarding our staff appropriately. Phil?
Philip Galvin
attendee[indiscernible] Okay. Okay. Look, I'd like to start just by putting a bit of context. The ASX has significant barriers to entry when it comes to competitors. We've got a long-storied history. You provide an essential financial service to both the financial and the business community that's irreplaceable. You've got a profoundly strong network effect, right, that makes it almost impossible for anyone to break in. And you've got a regulatory environment that's very difficult and very expensive to replicate. So in terms of anyone coming in and knocking on the door, you've got a very robust moat around the business. You can actually go back to Porter's 5 forces model from about 40 years ago, explained it rather nicely. Okay. Now within that context, I actually think your remuneration targets are too easy, right? When you actually have those sort of barriers to entry, the performance hurdles against the rest of the market should be quite high, right, because you're not really competing against the standard commercial organization, right? You actually enjoy a very privileged position. So I've got a couple of things on that. First of all, what goes into your EPS calculations should be a function of management performance, which means the interest that you earn on participant's balance that you actually collect as margin should not be included in your calculation, right? Has absolutely nothing to do with the company, point number one. Now consistent with, if you like, your barriers to entry, I would suggest that your 100% performance criteria for your total shareholder returns rises from 76% to 95%. That would be a market setting benchmark. So you're not huddling around just above the middle, okay? You are the standard, and you actually have a business that's very, very hard to assail, which means that all the performance is essentially internal, which means you should actually have an elevated rate that you've got to meet. And regarding the 5.1%, even though it hasn't been triggered, I would suggest that if it ever was triggered, it only gives you 25%, right? These barriers to entry are so profound that you should be able to outperform. And certainly, what we've heard today with the amount of our money you're spending, if you can't outperform with the level of investment that you're proposing and what you're proposing to invest it in, then we have a problem. The other thing I would say is that I think the short term and long term should be applicable not only to the CEO but to your executive group, right, which means that these performance benchmarks, they become more transparent as to who your key executives -- as to why your key executives are getting the remuneration associated with performance. So I think you need to expand that group. I don't know how many are in it at the moment. There's the CEO. I'd expand it out to the way in which you described your key executives, probably 5 or 6. Okay. What else have I got here that's good news?
Damian Roche
executiveSo could I just make a couple of comments here, Phil?
Philip Galvin
attendeeOkay. Yes, I think that's right. Yes. Please, Chair.
Damian Roche
executiveNo, no. Look, thank you for your feedback. As I said, we are going to review the LTI structure. And some of the things that you've mentioned there, we've already started discussing, and we'll take of note -- take a note of your feedback. And as we sort of engage with shareholders, that can form part of our discussion and thinking around designing the new structure. So thank you.
Philip Galvin
attendeeOkay, so I'll move on to point number two, which is you've just mentioned you've actually clawed back some of the performance-based compensation. This is going to get a little bit personal. I was writing to Damian back in 2019 -- sorry, not Damian, Dominic, advising that he actually had a profound problem with both the time frame and the cost of CHESS, right? So even from an external perspective, this has been -- this problem has been a long time coming. I would recommend that you actually undertake clawback reviews of all the people who have actually received CHESS component remuneration back to 2019. I don't consider that there's been any element of CHESS that has performed even remotely consistent, with anyone getting any performance bonuses. So I would recommend a clawback review back to 2019 of all the appropriate people, whether they're here or not. So yes, that's my brickbat.
Damian Roche
executiveLook, Phil, we appreciate your feedback, and we appreciate you sharing your concerns and thoughts. We do conduct robust remuneration committees. And we do consider these various factors in all our conversations. So thank you for your feedback. Matthew, if we can move to online questions.
Matthew Gibbs
executiveYes, this question asks, "What triggered the 30% protest vote in the first strike? Was it only the former CEO's bonuses after the challenges with CHESS? Is this the first time ASX has suffered a strike? And what changes will you make as a result of this? Which proxy advisers, not shareholders, recommended against? The ASA is public with its against recommendations, and other proxy advisers don't mind their positions being made public at AGMs."
Damian Roche
executiveSo if I could take a few of those. It is not our position to release publicly the results of particular decisions made by individual shareholders. We won't be doing that. Nor is it our responsibility to release proxy advice that's actually provided for shareholders. And there was one more question there, Matthew, sorry. And yes, that is the first time we have received a strike. Are there any more questions, Matthew?
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you. The next item relates to the proposed grant of performance rights to Helen Lofthouse, ASX's Managing Director and CEO. Details regarding the proposed grant are set out in the Notice of Meeting. The direct and proxy votes for this item submitted prior to the meeting are now shown on the screen. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. While there is no listing rule requirement to obtain shareholder approval of the proposed grant to Helen, we believe it is good practice to do so. The performance conditions that apply to the proposed grant are the same as last year. The performance criteria are demanding. They require that ASX must achieve at least 5.1% annual compound earnings growth per share or a total shareholder return at the 51st percentile of its peer group before any shares allocated. A voting exclusion applies to this resolution as set out in the Notice of Meeting. I will now take questions on this item of business. If there are no questions in the auditorium, Matthew, do we have any questions online?
Matthew Gibbs
executiveMore a comment, Mr. Chair, from a shareholder who has asked a number of the earlier questions. The shareholders says, "Given the interesting discussions today, including on this LTI grant, could the Chair undertake to repeat his excellent initiative after last year's AGM by publishing a full transcript of today's discussion on the ASX website, along with a full archive of the well-produced webcast? Thanks also for asking all submitted online questions today. This is best practice and something not all companies do. I was also impressed with Helen's performance at her first earnings call and support this LTI grant."
Damian Roche
executiveLook, thank you for those comments. And likewise, we're delighted that we have Helen in the seat. And with regard to the transcript, we will be releasing that after the results of this AGM, and we do release the archive of these recordings on our website.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThanks, Matt. The next item of business relates to a proposal to increase the cap on aggregate nonexecutive director remuneration. The direct and proxy votes for this item submitted prior to the meeting are now shown on the screen behind me. As set out in the Notice of Meeting, I intend to vote all open proxies in favor of this item. Under the ASX listing rules, the total aggregate remuneration that maybe paid to nonexecutive directors must not be increased without the approval of the shareholders of ASX. The current limit for total aggregate remuneration for nonexecutive directors was approved by shareholders at ASX's 2017 AGM. Today's proposal is the first request to increase the fee cap in 5 years. The ASX Board is asking shareholders for approval to increase the total aggregate remuneration that maybe paid to nonexecutive directors by $500,000 from $3 million to $3.5 million. But please let me emphasize, the ASX Board will not be increasing individual nonexecutive director fees in FY '23. The key reason for requesting the proposed increase is to give ASX flexibility, if necessary, to increase the number of directors to achieve the right mix of skills and experience on the Board and to maintain sufficient fee buffer for succession planning. A voting exclusion applies to this resolution as set out in the Notice of Meeting. I will now take questions on this item. If there are no questions in the room, I will take questions from online.
Matthew Gibbs
executiveA question asks, "What is the actual plan in terms of increases in Board fees if this resolution is approved? And when was the last increase? Given that the CEO's STI -- our former CEO's STI, was cut by 30% -- 40%, in fact, due to CHESS issues, why is the Board asking for a pay increase at this time? Shouldn't the directors most deeply involved in the CHESS process also have their pay clipped? Who on the Board has been held accountable for CHESS?"
Damian Roche
executiveSo I think, as I said in my introduction to this item, I want to be very clear, we are not increasing any individual director fees and don't have any plans to do that at present. This is to allow us to make sure that we have the right buffer to allow orderly succession planning and make sure we're thinking about the right mix of skills and experience on the Board.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you, Matt. That concludes the formal items of business of this meeting. Before I open up to final questions, a reminder to shareholders and proxyholders in the room to complete the voting instructions on the back of the yellow voting card. Yellow voting cards will be collected shortly by representatives of the share registry. Shareholders and proxyholders attending online will now have 5 minutes to submit their votes via the online platform. The polls will then close. A countdown timer will appear at the top of the screen in the online platform. Please complete your voting and remember to press Submit before you disconnect from the meeting. Following general questions, I will declare the polls closed.
Damian Roche
executiveIs there any other business to be brought before the meeting or ask -- or questions to be asked of directors? If there are none...
Matthew Gibbs
executiveThere are, sir. There are some final online questions, Mr. Chair. First of all, a question for Ken Henry, as he departs the Board: "Could Ken please comment on his personal reflections about the CHESS project? We've spent $216 million and still have some uncertainty about when it will be available and its scalability and suitability. As a long-serving director, what has been the Board's journey in terms of overseeing the project and being accountable for the time and for the cost? Who on the Board has been accountable? And the Chair may also wish to comment."
Damian Roche
executiveI'll let Ken comment. But I think once again, I'd like to thank Ken for his distinguished service, not just to ASX but Australia more broadly. I think I also want to acknowledge that all directors of ASX share the disappointment of our stakeholders and shareholders with the delay in CHESS. The Board conducts robust governance of the CHESS program. We have an independent assurance program of the governance of CHESS conducted by EY. And we also engage a multitude of global and international experts into various programs to ensure that we're getting the right insight and governance of this program. As I've said many times, this is a highly complex project. And we've asked Accenture -- we've engaged Accenture to help frame how we think about a safe and effective delivery of this technology moving forward. Ken?
Kenneth Henry
executiveWell, my personal reflections are very similar to yours, Mr. Chairman. I have nothing further to add.
Matthew Gibbs
executiveThe next online question relates to climate and ESG sustainability matters. This is an amalgam of questions from a number of shareholders: "Climate change is a major risk for all investors. What action is ASX taking to protect Australia from its impacts? Will ASX investigate companies not complying with international agreements on climate or ban fossil fuel companies from listing?"
Damian Roche
executiveThank you. And that's an important question. I actually think Helen outlined that quite articulately in her address. And I might just cover off at a high level. As a market operator, we believe we have an important -- a really important role in helping companies manage climate and sustainability risks. But as Helen said, we want to lead by example, and we've committed to use renewable energy for 100% of our needs by the end of FY '23. We've committed to net zero of Scope 1 and 2 emissions by the end of FY '25. We also play an important role working with the Corporate Governance Council to help raise awareness of this issue and help companies think about disclosures. And as a market operator, we make sure that listed companies are complying with their listing requirements and disclosure requirements. But I also think we need to think of the opportunities that decarbonization -- the decarbonization challenges present for ASX. We talked about opportunities in electricity futures. We are working with a clean energy regulator on carbon futures. So I believe that we have an important role to help assist, but there are also opportunities for us to grow.
Matthew Gibbs
executiveAnother question on climate-related matters: "Given the forecast of blackouts next year, does ASX have a backup supply?"
Damian Roche
executiveYes, that's an important question. And understanding the critical role that we play, we absolutely do. So at our data center in the Australian Liquidity Centre, we have 3 DRUPS or diesel rotary uninterrupted power supplies, and they are fed by dedicated high-voltage mains lines. And in the event that there is a disruption to power, we have 2 50,000-liter diesel fuel tanks on-site. They will let us operate for up to 7 days uninterrupted. And should we need to refill those, we have arrangement in place to receive new diesel suppliers in 24 hours. And as a further step as our critical role in the banking and finance sector group, we form the government's trusted information sharing network that allows us to get priority access to diesel fuel. So we do have robust resilience plans in place for that particular issue.
Matthew Gibbs
executiveThe next question relates to investor education: "What does ASX do to ensure people of all ages and circumstances have the opportunity to get into the share market?"
Damian Roche
executiveThank you. We are actively promoting the role of ASX and Australia's financial markets. And we believe that one of the important things we can do is democratize the ability for people to invest. So we have a lot of online educational tools. We provide many seminars. We conduct company roadshows and support research into our listed companies. And we believe that's a really important role. And as technology evolves, we will look at how we can expand that education program.
Matthew Gibbs
executiveAnd the final question, Mr. Chairman: "Could ASX rotate the holding of its AGM around the capital cities?"
Damian Roche
executiveWe don't actually have any current plans to rotate our AGM. We actually think it's really beneficial to welcome you to our head office, where we have this great auditorium. And not only that, we can have all of our senior executives here to meet with you afterwards and answer questions. But it's a question we'll consider in the future. So thank you.
Matthew Gibbs
executiveThere are no further questions.
Damian Roche
executiveThank you, Matt. Ladies and gentlemen, we are nearing the close of the AGM. For those joining online, please ensure that you'll click the Submit button on each of the resolutions. For shareholders and proxyholders who are in attendance in-person, representatives of the share registry will now come to collect your yellow voting card. If shareholders have additional questions that have not been addressed in today's meeting, please submit them to the e-mail address shown on the screen behind me, [email protected]. For questions relating to your shareholding, please contact the registry. The registry's contact details are also shown on the screen. As mentioned earlier, the results of the AGM will be announced to the ASX as soon as the votes have been counted and verified. With that, I now formally declare the polls closed and the 2022 AGM of ASX Limited completed. Once again, thank you for participating in today's meeting and for your support of ASX. Thank you.
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