B.P. Marsh & Partners PLC (BPM) Earnings Call Transcript & Summary

Good morning. Welcome to the B.P. Marsh & Partners PLC Annual General Meeting proceedings. [Operator Instructions] The company may not be in a position to answer every question received during the meeting. However, all questions will be reviewed with the responses published on the Investor Meet Company site where it's appropriate to do so. I'd now like to hand you over to Jon Newman, Group Finance Director. Good morning, sir.

Good morning, and to all our shareholders and our visitors, I'd like to give a warm welcome to B.P. Marsh & Partners PLC Annual General Meeting. I'd like to welcome shareholders who are viewing the meeting electronically as well as those present in person today. My name is Jon Newman. I'm the Group Finance Director of B.P. Marsh, and I will be chairing this meeting today. I would also like to introduce Dan Topping, our Chief Investment Officer and Sinead O'Haire, our Company Secretary. As we recently gave at the Investor Meet company presentation on our annual results following the year ended 31st of Jan 2023, we're not going to go and repeat that presentation again. However, the recording on 15th June 2023 does remain available on the IMC portal. But we will, however, deal with any questions you may have after the formal business of the meeting. It's now just after 11:00. So I will commence. As we have a quorum, I can now declare the meeting open. In terms of practicalities, I'm pleased to inform you that the meeting today is being recorded and live streamed to the shareholders and other stakeholders, who cannot be present, can view it on the company's website and on the company's profile on Investor Meet Company in due course. By way of reminder, shareholders who are viewing the AGM online will not be participating in the voting of resolutions. But hopefully, you've submitted your votes by proxy in advance of the meeting. So ladies and gentlemen, I would like to start the formal proceedings of this Annual General Meeting. The notice of Annual General Meeting together with explanatory notes, was posted to shareholders on 30th of June, Accordingly, the requisite notice of the meeting has been given. I propose, therefore, that with your consent, the notice of meeting should be taken as read. Is that all agreed? [Voting]

Thank you. In terms of voting procedures to accurately reflect the views of shareholders of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting. This has seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded in proportion to the number of shares that they hold. I am appointing Equiniti Group, the company's registrar, to act as scrutineers. A summary of each resolution will be shown on the screen together with breakdown of proxy votes we've received thus far before I put each resolution to the vote. As it will take some time to complete the poll procedure, the final results of the voting, including the proxy votes on each of the resolutions, will be announced through our regulatory information service and published on our website as soon as recently practical. You have 3 options for each resolution. You can vote for the proposed resolution, against the proposed resolution or you may withhold your vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against the resolution. Will you please to complete your poll card by ticking the appropriate box next to the relevant resolution, depending on how you wish to cast your vote. Once all votes have been taken on the resolutions, please would you sign the poll card and hand your completed card to Sinead O'Haire. Should you require any further assistance, our registrars or Sinead O'Haire will be happy to assist you. With your permission, therefore, ladies and gentlemen, I would like to proceed by dealing with -- proceed by dealing with the formal business of the meeting at the outset before moving on to any questions. Unless anyone has any questions relating to a specific resolution in which case, you can please raise them now. Okay. Thank you. We will now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of meeting, a copy of which you will have already received. Resolutions 1 through 8 are proposed as ordinary resolutions and require a simple majority to be passed. Resolutions 9 and 10 are proposed as special resolutions, which to be passed require a majority of 75% to vote in favor of the resolution. Resolution 1. The first resolution is to receive and adopt the annual report accounts for the year ended 31st of January 2023. I now propose that the annual report and accounts for the year ended 31st of January 2023 to be received and adopted,, together with the report of the directors and the report of the auditors. You will see on the screen a summary of the proxy figures at the proxy votes that have been launched. As I explained to vote, please would you tick the appropriate box on your poll card to vote for the resolution or against the resolution or you may withhold your vote. These instructions apply to all of the resolutions, and therefore, I won't repeat this. Thank you. [Voting]

Okay, if everyone has now voted, I declare the poll closed. Our provisional results are shown on the slide and subject to confirmation by our registrars, resolution is carried. Resolution 2. The second resolution is to approve the report of the Remuneration Committee. I now propose to receive and approve the report of the Remuneration Committee set out on Pages 34 to 38 of the company's report and accounts and for the financial year ended 31st of January 2023. You will see on the screen the results of the proxy votes received to date. [Voting]

So if you have now voted, I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Resolution 3. The third item on the agenda is to approve the final dividend at 1.39p per ordinary share as recommended by the directors. If approved, the recommended final dividend will be payable on 31st of July '23 to all shareholders on the register of members on the close of business on the record date of 30th of June. I, therefore, propose to approve the final dividend of 1.39p per ordinary share. And the results of the proxy votes are shown on the screen now. [Voting]

If you have now all voted, I declare the poll closed. Subject to confirmation by our registrars, the resolution has been carried. Resolution 4. The fourth item on the agenda is the reappointment of Ms. Alice Foulk as a Director of the company. I therefore propose to reelect Ms. Alice Foulk as a Director of the company and on screen the results of the proxy votes received to that. Could you please vote now? [Voting]

If you have not voted, I declare the poll closed. Subject to confirmation by our registrars, the resolution is carried. Turning to resolution 5. The fifth item on the agenda is the reappointment of Mr. Nick Carter as a director of the company. I therefore propose to be let Mr. Nick Carter as a director of the company. And on the screen, you will see the number of proxy votes lodged. Could you please vote now? [Voting]

If you have now all voted, I declare the poll closed. Subject to confirmation by our registrars, the resolution has been carried. Resolution 6. Sixth item is on the agenda is to reappoint Rawlinson & Hunter Audit LLP until the conclusion of the next general meeting before which accounts are laid. I therefore propose to reappoint Rawlinson & Hunter Audit LLP as auditors of the company until the conclusion of the next general meeting before which accounts are laid. On screen, you will see the number of proxy votes lodged. I, therefore, ask you to vote now on resolution 6. [Voting]

If you have now all done that, I declare the poll closed. And subject to confirmation by our registrars, the resolution is carried. Turning to Resolution 7. The seventh item on the agenda is to authorize the directors of the company to determine the remuneration of the auditors of the company. I therefore propose to authorize the directors to determine the remuneration of Rawlinson & Hunter Audit LLP. On the screen, you'll be able to see the number of proxy votes received. If you can now vote. [Voting]

If you have now concluded, I declare the poll closed and subject to confirmation by registrars, the resolution is carried. Resolution 8. The eighth item on the agenda is the granting of authority to allow the company to allot ordinary shares or grant rights to subscribe for or to convert any security into shares in the company up to a nominal value of GBP 1,248,866.60. So I therefore propose to authorize the directors pursuant to and in accordance with Section 551 of the Companies Act 2006, otherwise known as the Act to allot ordinary shares or grant rights to subscribe for or to convert any security into shares in the company up to a nominal amount of GBP 1,248,866.60. On the screen, you'll be able to see the number of proxy votes received, if you can now vote. [Voting]

We have now concluded, I declare the poll closed. Subject to confirmation by registrars, the resolution is carried. Turning to Resolution 9. The ninth item on the agenda is the granting of authority to allow the company to allot equity securities wholly for cash pursuant to the authority given in Resolution 8, which is proposed as a special resolution. I, therefore, propose to authorize and empower the directors subject to the passing of Resolution 8 above in accordance with the Companies Act to unlock equity securities, either in connection with a preemptive offer or if not, up to an aggregate nominal amount of GBP 187,330 disregarding the preemption rights. Such power to expire at the conclusion of the next Annual General Meeting of the company or on 31st of July 2024, whichever is the earlier. Would you please all vote now? On the screen, we're displaying the number of proxy votes received. [Voting]

If you have now all voted, I declare the poll closed. And subject to confirmation by registrars, the resolution is carried. Resolution 10. The 10th item on the agenda is the granting of authority to allow the company to buy back up to 3,746,600 of the company's shares, which is proposed as a special resolution. I, therefore, propose to authorize the company to make market purchases of ordinary shares in the company in such manner and on such terms as the directors of the company may from time to time determine up to a maximum to 3,746,600 ordinary shares. Could you please vote now? On screen, we set up the number of proxy votes received today. [Voting]

If you have now all voted, I therefore declare the poll closed. And subject to confirmation by registrars, the resolution is carried. And now moving on to questions.

Questions will be moderated before being sent to me as Chair. This is to avoid repetition and to ensure the smooth running of the meeting. If multiple questions on the same topic are received, I may choose to provide a single answer to address member queries on the same topic. Please note if your question pertains to audit or Remuneration Committee, as [indiscernible], who chairs the audit and remuneration was unable to attend the meeting in person, it might be that these questions are better dealt with by him after the meeting. Before asking your question, please can you give your name and state whether you are a shareholder, proxy or corporate representative. If you are a proxy or corporate representative, please can you state your name and the name of the shareholder you are representative -- representing. First, I will deal with those questions that have been submitted in advance and then invite questions from the floor. We have had 1 pre-submitted question regarding our investments in Singapore, which we will put up on the screen now. For those in attendance, we did that. So what were the investment costs are Criterion Underwriting Limited. So it's currently written down to zero, what are the future prospects for both Criterion and Asia reinsurance Brokers going forward. So just to clarify, we invested GBP 50,000 in Criterion Underwriting in 2018 and GBP 1.55 million in Asia Reinsurance Brokers in 2016. So in line with our conservative outlook and our prudent approach, we currently have prescribed no value to these. However, we are working alongside management in a proportionate way with the management teams to rebuild the value in those respective businesses. I think as you all know, from our long-standing position, we tend to take a prudent approach in these kind of things. And we have hope that we may be able to build value going forward. And then if we may turn having done so for the pre-registered question, I would now like to invest -- invite questions from the floor. So do please ask any questions that you may have.

Okay. I'm a shareholder for Moody. The first question I've got, I expect to be answered quite simply [indiscernible]. On Page 103, there's a weighted average number of shares, which indicates a change from previous year. I can see where I look page 86. Yes, Page 86 weighted average number of ordinary shares and changes from 36.9 million to 37.4 million, which on the base that appears to clash with the number of diluted shares of the auction. But I presume just because those shares vested part way through the financial year that ended in 2022.

So to hopefully be able to explain. So the reason that the number of shares weighted average change from -- and they've stayed roughly about 36 million as we quite often we will buy back shares when we are able to. And quite often, we will use some of those shares as part of an incentive scheme. So we do have an employee share option scheme. And so there are transfers in and out. And so the weighted average will include the times when those shares are either in treasury when they're not included. And when they go into a scheme then they are included again. So that's why there can be some small variation. In relation to the specific 1.4 million that are excluded. These currently sit within a joint share ownership plan. And this is a scheme whereby certain staff have the rights to any value in excess of -- it's just under 313p per share. And for as long as they remain within the trust, they don't have any voting or dividend rights. And so, therefore, whilst they are in there, they are nondilutive. We explain within our net asset value per share, we quote both the gross and the dilutive because at some pitch date, the individual participants and their free outperformance criteria candidate to sell those on the open market, at which point, once they're bought, they become voting and dividend rights and therefore, will be part of the weighted average. Does that explain it?