Bapcor Limited (BAP) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. On behalf of the Board, it is my pleasure to welcome you to our first virtual AGM being the Bapcor Limited 2020 Annual General Meeting. I hope you, your family and friends are keeping safe and well in these challenging and uncertain times. While this online format may be familiar for some shareholders, I acknowledge that it may be less so for others. However, I assure you that you'll have the same opportunity to participate today as you would at a physical meeting. This includes being able to ask questions and vote electronically. My name is Andrew Harrison, Chairman of the Board of Bapcor Limited. Allow me to begin by introducing my fellow directors and management team. On the call today, we have Darryl Abotomey, our Chief Executive and Managing Director, who is in Melbourne today; our independent nonexecutive directors, here with me in Sydney, we have Maggie Haseltine, Jenny Macdonald and James Todd. In Melbourne with Darryl, we have Therese Ryan, and in Auckland, we have Mark Powell. Also on the call today is Noel Meehan, our Chief Financial Officer and Company Secretary. For the sake of completeness, I should note that I am an independent nonexecutive director. Also on the line today are the company's auditors, PwC, represented by Jason Perry. I also welcome Faith Sullivan, representative of the company's share registry, Computershare Investor Services. It is past 1:30 p.m., and the company secretary advises me that a quorum is present. I now declare the meeting open. The notice for this annual general meeting was circulated to shareholders within the required period. If there are no objections, I would like to move that the notice be taken as read. Today's meeting is being held online via the Lumi platform. This allows shareholders, proxy holders and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting. In addition, shareholders and proxy holders have the ability to ask questions and submit votes on the Lumi platform. Before we move on to the formal business of the meeting, I would like to run through a few process and housekeeping matters so that we can ensure this virtual meeting proceeds smoothly and in a conducive manner for everybody's benefit. Today's webcast may be subject to a transmission delay of 15 to 30 seconds. We will ensure that a sufficient amount of time is set aside between each resolution to give shareholders a reasonable opportunity to submit their questions. At this meeting, there will be 9 items of business, including 8 shareholder resolutions. Each resolution will be proposed and voted on as a simple majority, except for resolution 8, which is a special resolution. Before I put each resolution to shareholders, I will give shareholders the chance to ask questions on the resolution. Again, to ensure an orderly meeting, I will only be taking questions that relate directly to the resolution at hand. I will seek to address any other general questions at the end of the meeting. Questions can be submitted at any time. [Operator Instructions] We encourage you to start sending written questions now so they are received by us before the resolutions are put to shareholders. Please note that while you can submit questions from now on, they will not be addressed until the relevant time during the meeting. I will read out the questions before answering them. Finally, please note that although we will endeavor to address as many questions as possible, there may not be sufficient time available today to address all of the questions and comments raised. If your question does not get answered, please submit your question via e-mail to the company secretary following the meeting, and we will endeavor to provide a response in due course. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting, a new polling icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You do, however, have the ability to change your vote at any point during the meeting until I declare that voting is closed. I now declare voting open on all items of business. The polling icon will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting. As well as those shareholders on the line today, the holders of approximately 232 million ordinary shares, or 68% of the company's total issued share capital, have sent in valid proxies. As I read out each item of business at today's meeting, I will announce the total number of valid proxies received for that item and the manner in which those proxies have been directed. These figures will be as at the closing time for receipt of proxies, which was at 1:30 p.m. on Sunday, 18 October. In my capacity as Chairman, I will be voting all available undirected proxies in favor of each item of business. Before we move on to the formal business of today's meeting, I would like to address shareholders in relation to the company's progress in 2020 and our objectives going forward. A copy of my address to shareholders and our CEO and Managing Director's presentation, which will be delivered to the meeting today, have been lodged with the ASX and will be published on the company's website. As you are all aware, COVID-19 is having a huge impact on businesses and communities around the world, and this is unquestionably a very difficult time for me. During this period, our highest priority has been the health and safety of our employees, of the communities in which we operate and of our other key stakeholders. Bapcor operates in an industry that is generally resilient to economic conditions. This was borne out again in the FY '20 year and in the performance of the business in the last 3 months, which we announced on 12 October. Following my address, Darryl will cover this in more detail. The group continues to focus on the implementation of its strategy that has been clearly outlined with specific targets and deliverables over the next 5 years. With the COVID-19 restrictions in FY '20, some of the expansion targets were unable to be pursued. However, there has been no change to the long-term targets. In the FY '20 financial year, Bapcor delivered a strong result, particularly given the challenges caused by external events during the year, which included both the devastating bushfires and the outbreak of COVID-19. The revenue was a new record with pro forma net profit after tax of $88.7 million, our second-highest result. In the face of the events of the last year, we consider this an extremely good performance. One notable achievement in FY '20 was the addition to the group in December 2019 of Truckline, which supplies replacement parts for heavy trucks, trailers and businesses -- and buses, I beg your pardon. This now makes Bapcor unique in that we provide replacement parts for all on-road vehicles in Australia. Truckline performed ahead of expectations in its first 7 months, and its performance remains on track with our business case. We see good expansion opportunities in this segment. Another major achievement was the improvement in the Retail business. The Retail business, which now operates a majority of its Autobarn stores as company-run stores, delivered a revenue growth of 15% and EBITDA growth of 13%. This segment continues to improve and grow. Across the Bapcor group, major investments are underway in technology, including retail point of sale, warehouse management, e-commerce and customer relationship management systems. However, our biggest project is a new, state-of-the-art, 50,000-square-meter distribution facility at Tullamarine in Melbourne. This new warehouse is expected to open in the third quarter of the current financial year, and once fully operational, is expected to deliver significant efficiency and operational benefits to the group and will ensure that Bapcor is well positioned for years to come. We also look -- continue to look for appropriate opportunities to enhance our business that deliver shareholder value whilst being in line with our strategy and disciplined acquisition criteria. In April and May, we undertook an equity raising to bolster the balance sheet. This was strongly supported by both our institutional and retail shareholders and was done approximately in proportion to existing shareholdings. The equity was issued at $4.40 per share, with shareholders already benefiting in that the current share price is circa $8 per share. The share price at 30 June 2020 was 6% higher than June 2019. In addition, dividends in relation to FY '20 of $0.175 per share, grew an increase of 2.9% above the prior year. Importantly, the dividends were paid out of cash flow from operations for that year and not from the equity raising. Cash flow from operations was extremely strong in FY '20, representing a conversion ratio of 125%. Bapcor has continued to deliver strong returns to shareholders amidst a period of general economic uncertainty. These results do not just happen and are the result of the work of our dedicated team. I would like to take a moment to comment on Bapcor's remuneration framework and outcomes for the 2020 financial year. As set out in our remuneration report, Bapcor has strong systems and a robust process to ensure that the group attracts, motivates and retains high-caliber talents and that they are appropriately rewarded for performance in the current year through a short-term variable pay program and through our long-term variable pay program, a long-term sustainable performance that delivers shareholder returns. The Board takes formal external advice in relation to setting remuneration and sets appropriately challenging targets for management. In FY '20, given the extraordinary external circumstances that arose during the year and the outstanding performance of the management team in responding to these circumstances, the Board elected to exercise its discretion to reduce the threshold for one of the short-term variable pay financial targets. I recognize that some believe that targets and thresholds, once set, should not be varied. However, the Board believes that this action was an appropriate response to the extraordinary circumstances, which appropriately recognize the performance of the team. During the year, together with our team members, we articulated Bapcor's core values to capture the spirit of how we conduct ourselves in business. Our values, "We Give a Damn, We are in it together, We get it done, We do the right thing," are the center of everything we do and guide our behaviors, interactions and decisions each and every day. The health and safety of all of the Bapcor family remains our utmost priority. In FY '20, we invested in team member well-being with the launch of support programs with a primary focus on mental health and their professional development through face-to-face and online learning and training programs. We made improvements to our safety processes, including the rollout of a new online compliance and safety portal and achieved a reduction in lost time injury frequency rates over the past 12 months. Consistent with our progress toward our ESG strategic commitments, we continued our work in advancing responsible sourcing practices with a primary focus on non-slavery and human rights risk mitigation within our supply chain. We renewed and expanded our carbon-offset program for Burson's fleet of more than 1,000 vehicles. Our energy-saving LED replacement initiative continued throughout our store network. Bapcor became a signatory to the UN Global Compact, joining more than 10,000 companies and organizations that are committing -- committed to promoting Global Compact's Ten Principles on human and workers' rights, the environment and anti-corruption efforts. We will continue to embed the UN's guiding principles into our environmental, social and governance strategy. Bapcor continues to support the communities in which our businesses operate through a wide range of local and grassroot initiatives, which are outlined in our annual report. We have continued our process of Board renewal, and I am delighted to welcome to the Bapcor Board, Mark Powell and James Todd. Mark is a professional company director who has accrued over 30 years executive experience in retail, logistics and wholesale in the U.K., Spain, North America, Australia and New Zealand as well as currently being a Director of JB Hi-Fi Group and Kiwi Property Group, Mark is formerly Group CEO for the New Zealand Stock Exchange-listed retail business, The Warehouse Group. James is an experienced company director, corporate adviser and investor. He commenced his career in investment banking and has taken active roles in a range of private and public companies. He was, until recently, Managing Director of Wolseley Private Equity, an independent private equity firm he co-founded in 1999. He is also currently on the boards of IVE Group, Coventry Group and HRL Holdings. Mark and James bring complementary skills to the current Board, and I look forward to working with them going forward. A core part of any business is to ensure succession planning and renewal, including at Board level, and the employment of Mark and James is part of that process. I've had the privilege of being on the Board of Bapcor since it listed in April 2014 and have been Chairman since April 2018 and have immensely enjoyed the opportunity to participate in the substantial journey of this great business. It is my intention to retire from the Bapcor Board this financial year, following the announcement of the 6-month results in February 2021. As part of our Board's succession plan, my colleague, Maggie Haseltine, will then take over as Chairman of Bapcor. Bapcor has an outstanding and dedicated team throughout, including management and all team members. They are the ones that deliver on our strategy and achieve commendable results despite circumstances such as COVID-19, which follows an economic uncertainty. We would like to sincerely thank our Chief Executive, Darryl Abotomey, his executive team and all of the Bapcor team members, our great franchisees and supplier partners for their efforts in making us Asia Pacific's leading provider of vehicle parts, accessories, equipment, service and solutions. Over the coming financial year 2021, the Board will work to ensure the continued growth and sustained success of the Bapcor group on behalf of our shareholders. While the year ahead will continue to present challenges within an uncertain operating environment, we are well placed to continue our organic growth trajectory and network expansion, take advantage of strategic acquisition opportunities, invest in infrastructure and progress toward our strategic targets. Thank you for your ongoing support. I'll now hand over to our Chief Executive, Darryl Abotomey, for his address.

Thank you, Andrew. Ladies and gentlemen, I'll now cover 3 areas: the 2020 results, strategy update and the trading update. Now turning to the FY '20 snapshot, which is on Slide 8. We had a -- as already been stated, in 2020, we delivered a solid result in an unpredictable year. Our revenue was up 13%, and our EBIT was slightly down. Record revenue and EBIT were achieved in 3 of our biggest segments, being the Burson Trade, Wholesale and Retail businesses. We had improved cash conversion of 125%. And as Andrew said, we did a successful equity raising with our debt leverage at the end of June being at 0.7x. On the next page, which is Page 9, we effectively managed the external environment impacts and made solid progress to delivering on our strategy. We added Truckline, the commercial truck business. We had investments in retail point of sale, warehouse management system and the IT infrastructure. And we added 45 new branches and store locations. We made a thank you incentive to all permanent staff, and we paid out $300 to all full-time staff and $150 to all part-time staff to thank them for their contribution during the difficult period. In the balance sheet and working capital area, we were able to reduce our working capital to sales down from 21% to 17.4%. And we also made prudent increase in provisions, including debtors and inventory, reflecting the economic uncertainty. So that increase in the provisions for debtors and inventory added up to $6 million. The headline results on Page 10. It was a record result while profitability was slightly down, and this shows the various components of it, whether it's before AASB or after the inclusion of the AASB 16, which is the leases standard. Then in context of our 5-year performance, it's been strong, as is shown on Slide 11. So Slide 11 shows that over the 5 years, we've had compound annual growth rate in revenue of 21%. In net profit after tax, we've had a compound annual growth rate of 20%, and dividends per share have got a compound annual growth rate of 12%. You won't find too many companies on the ASX that have delivered this level of performance. When turning to the segment on the next slide, we had record revenue and EBITDA in our 3 largest segments being Trade, Specialist Wholesale and Retail. And you'll see that Trade revenue went up 7% and EBITDA went up 3.7%. Specialist Wholesale in revenue went up 26%, with EBITDA going up almost 9%. And Retail was up 15%, and EBITDA was up 13%. We're enhancing every segment within our business. And the most -- that continued into the most recent quarter to September '20, which I'll talk more about later. Turning to Slide 13. And just to put into context, about 80% of our business is trade-based. And the Trade business, both in Australia and internationally, has generally proved historically to be resilient to economic conditions. So we continue to have a strong, solid foundation in our business. Now turning to our strategy, which is on Page 15. Bapcor has more than -- locations across Australia, New Zealand, Thailand than any other participant in this industry. So we're operating in -- throughout the Asia Pacific, and we're delivering growth in every single one of those regions. So you can see on the graphic, that we've got over 1,100 locations, and they're spread right across. And with each of our businesses, that shows whether they're Trade, Specialist Wholesale or Retail. And we're very open about our strategy and our strategic targets for the next 5 years. Page 16 shows that, and it shows by each of our segments, where we are today, where their targets are in both footprint and percentage of owned brands, which is a key strategy for us. These targets have not changed due to COVID at all. So the targets have remained the same. They're consistent. And we make them very public so everyone can measure how we are achieving. Our strategy on Slide 17 is consistent delivery of specific and measurable targets. So the core areas that we aim to grow and improve in are the same for every one of our segments. So we aim to grow sales through both organic and footprint expansion, through improving our margin, and whether that's through procurement, through pricing, through own brands in a number of areas. We aim to improve our operating efficiencies, and that does include things like our network plan and our DC evolution. We're able to consolidate and optimize our business. And as Andrew mentioned earlier, we aim to do strategic acquisitions that improve our business overall. So just on Page 18, I've taken a selection of the strategic initiatives that are underway, and I'll just touch on a couple of these. So the warehouse management system we implemented in our Nunawading DC, that's our retail DC, in January this year. And the warehouse management system, being Manhattan, is a tier 1 system, and it is improving operating performance, and it will also improve the efficiencies. Part of the logic to implement in Nunawading is that with our new DC at Tullamarine, that system will then operate and manage in that DC. So it will have been proven at Nunawading, and then it will also go into Tullamarine to minimize the risk of the transition. Our warehouse evolution project I will cover shortly, and that's the consolidation in Victoria of 13 DCs into 1. Our retail point of sale is just about completed in the rollout, and that is to replace a legacy system over 25 years old with a new, state-of-the-art retail point of sale, and that will be complete by December this year. And we've got a new e-commerce platform that is being developed, and that will be used by both our Trade and Retail businesses, so on a B2B and a B2C basis. And that should end up being rolled out in the January to March quarter next year. So it will be the most modern technology available. And our biggest project, which is shown on Page 19, is our new Melbourne DC. So this is a new Melbourne DC at Tullamarine and Victoria. On the next slide, yes. So the new DC in Melbourne Victoria will be a step change. It's a 50,000-square-meter DC. I believe that's 3 MCGs, the size of 3 MCGs. It will include goods-to-person technology, and that is a highly automated picking system that improves efficiencies substantially, and it will substantially increase our capacity. The project itself is a capital cost all up of about $57 million, including the GTP system, and then we have some incentives that come off that. And we expect it to generate good savings, which is about $10 million a year in operating costs and a reduction in inventory because then we won't need to duplicate inventory across the various DCs. So it has a very strong return, but it puts us clearly at the forefront of the industry in efficiency and using modern-day technology in our business. The DC, even though it's been impacted a little bit by the COVID restrictions, is progressing well. And we're looking forward to it coming online in the first half of the next calendar year. So it will be an amazing facility. And on the next slide, it just shows some photos of the progression of the DC. You can see down on the bottom right hand's picture, that's the goods-to-person system. It is already starting to be installed into the building whilst they're still building the other part of the canopy, which you can see at the back. So it's -- the project team doing this is doing a magnificent job. And we just -- we're looking forward to moving there. And our head office for Bapcor will also be based in that DC. So now for our trading update, which is actually on Slide 22. On the 12th October, we advised via the ASX of a very strong first quarter, and this was driven by the many initiatives that were underway plus the consumer cash availability. So it started off as a very strong first quarter despite the lockdowns in Victoria and in Auckland, which impacted and continue to impact in Melbourne here, and they were having an impact in Auckland as well. Despite that, our revenue in each of our business was up substantially. So even Burson Trade was up -- revenue was up 10%; same-store sales up 7.7%. If you exclude the impact of Victoria, Burson Trade same-store sales were up a whopping 17%. In New Zealand, revenue is up 6%; same-store sales, up 4%, and that does include the impact of the short period that they were closed for. Our Retail business is a juggernaut at the moment, 47% up in revenue, with our Autobarn same-store sales being up 36%. Company stores are actually up 50%, and that's where we've been converting across some franchise stores that we've acquired and greenfield stores that were set up. We're running our own company stores. They're now more than half of the network in Autobarn, and we will continue to grow that footprint and achieve excellent results across the Retail segment. In our Specialist business, revenue was up 45%, but if you exclude the acquisitions, revenue was up 18% there. So net, our revenue as Bapcor was up 27%, and that is a very, very strong start to the year. We continue to invest in IT, marketing, systems and technology, and it does increase our cost base. So whilst we're getting good revenue growth, we can't ignore the fact we are investing for the short term and the longer term in our cost base in our business. And that does -- as some of the capital projects, et cetera, they do result in depreciation going up. So in this current year, our depreciation will be approximately $5 million higher than it was in the prior year due to those strategic projects starting to be amortized through the depreciation charge. And we make that point because a question that some shareholders and proxy advisers have asked us, when do we start to depreciate an asset. And we actually start to depreciate when installed, ready for use, as per the accounting standards, and that's why you'll see a step-up in the current year. And turning to Page 23. So looking forward, any government restrictions that now come in are likely to have a negative impact on trading conditions and earning, and that's to be expected. But we believe COVID-19 is likely to result in changes with a significant net positive for the automotive aftermarket industry. And that's because we see more use of vehicles, more kilometers being driven, especially in the fact that the people probably move away from domestic air travel and lower use of public transport. There actually are more vehicles per household now than they have been. And that's largely, if you look at the used car sales, they're at record highs and that's because people don't want to have to rely on public transport, and they're using second cars. So that is good for our industry because they have to be maintained. And hence, more repair and less replacement we're seeing as well because new car sales are down. So on average, the age of vehicles are getting older, and that means that they're in the aftermarket. That's good for us. So if -- we expect to have a good and a strong first half of the year. However, the second half is unclear, largely around the lack of clarity and particularly uncertainty around underlying economic conditions. However, Bapcor's businesses have generally been resilient to economic downturns. So just in summary. Bapcor is Asia Pacific's leading provider of vehicle parts, accessories, workshop equipment, service and solutions. We are Australian-owned and operated. And we are investing in the future with a lot more to come. So with that, thank you, and I'll pass back to Andrew.

Thank you very much, Darryl. And now to the formal business of the meeting. The first item of business is consideration of the company's audited financial statements and related reports for the year ended 30 June 2020. The Corporations Act requires that audited financial statements and related reports for the 2020 financial year be laid before the meeting. I now declare that these reports, which were made available to shareholders on 19 August 2020, have been laid before the meeting. Although shareholders are not required to formally vote on the company's financial and related reports, I would welcome any discussion or questions on the reports. As I mentioned previously, the company's auditors are PwC, and Jason Perry, the partner responsible for the company's 2020 audit, is on the line today and he's willing and able to answer any questions on the conduct of the audit or the content of the auditor's report. I'm advised by the auditors that no relevant questions for their attention were received prior to the meeting. Just pause to see if there are any questions in relation to the accounts and related documents. Okay. I note that no questions have been received on this item of business. I will now ask that the company secretary record that the audited financial statements and related reports for the year ended 30 June 2020 have been received and considered by shareholders. The next item of business, resolution 1, is a nonbinding resolution to adopt Bapcor's remuneration report, which is set out in the company's 2020 annual report. The resolution also appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. If appropriate, I will ask Maggie Haseltine, the Chairman of our Nomination and Remuneration Committee, to respond to any questions. I'll just pause for any questions on the phone.

Andrew, just before you -- Andrew?

Yes?

Because it brought up the remuneration report. Is that the one we're on?

Yes.

Yes.

Yes, it is. So that's the resolution one, the adoption of the remuneration report. The proxy results are showing on screen. Okay. I note that no questions have been received on this resolution, and I now formally put this resolution to the meeting. As mentioned earlier, this resolution and all other resolutions will be voted by way of a poll, and polling will remain open until the end of the meeting. I'll now move to resolution 2. Resolution 2 relates to the reelection of Jenny Macdonald as director. Jenny was appointed to the Board on 1 September 2018 as an independent nonexecutive director, and her qualifications, background and experience are summarized in the Notice of Meeting. I will now invite Jenny to briefly address the meeting.

Thank you, Andrew, and good afternoon, everyone. As Andrew noted, I have been on the Board of Bapcor for just over 2 years, and I am an independent nonexecutive director and also Audit and Risk Chair. In my executive career, I was CFO of a number of listed companies, and my last executive role was as interim CEO and CFO of a listed company. As being the Audit and Risk Chair, my formal qualifications are I'm a chartered accountant, I have a master's for entrepreneurship and innovation, and I'm a graduate of the Australian Institute of Company Directors. I believe my experience and qualifications perfectly position me to lead the Audit and Risk Committee for the Board. In terms of my industry experience, I've worked in a range of industries, including digital, retail, franchising, services and manufacturing. I've also held a number of operational roles, including overseeing operations in Asia. This understanding of Asia is very useful when we are looking at our Thailand operations. Again, I believe my broad commercial experiences allows me to value add when we're making decisions on the strategic future direction of Bancorp. It's an honor to be part of this successful company and to be able to work with my fellow directors, Darryl, and the management team to ensure the continued success and growth of your company. I hope that you will support my reelection to the Board so that I can continue to serve you as shareholders of Bapcor. Thank you. Thank you, Andrew.

Thank you very much, Jenny. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. I'll just pause again, see if there are any questions in relation to this resolution. I note no questions have been received on this resolution. I now formally put this resolution to the meeting. I'll now move to resolution 3. Resolution 3 relates to the reelection of James Todd as director. James was appointed to the Board on 1 September 2020 as an independent nonexecutive director, and his qualifications, background and experience are summarized in the Notice of Meeting. I will now invite James to briefly address the meeting.

Thank you, Andrew, and good afternoon, everyone. I'm very pleased to be around the table. Bapcor is a strong and defensible business. It's performed very well under Darryl's leadership. It's well positioned to grow and has a very strong Board and leadership team. In terms of contribution, having sat on boards for over 20 years, key areas where my experience marries into the way forward for Bapcor include: ASX Board experience, experience with product distribution, trade-based selling, product and brand marketing and Asian experience. I very much look forward to working with the business moving forward. Thank you.

Thank you, James. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. And I'll just pause to see if there are any questions in relation to this resolution. I note that no questions have been received on this resolution, so I will now formally put this resolution to the meeting. I'll now move to resolution 4. Resolution 4 relates to the reelection of Mark Powell as director. Mark was appointed to the Board on 1 September 2020 as an independent nonexecutive director, and his qualifications, background and experience are summarized in the Notice of Meeting. I will now invite Mark to briefly address the meeting.

Good day. It's a real privilege to put myself forward for election to the Bapcor Board as an independent nonexecutive director. I think I bring many years of executive and CEO experience in large-scale wholesale, B2B, retail and supply chain logistics companies in North America, Europe and Australasia. Bapcor is a company that has delivered significant and consistent shareholder returns since IPO, and I look forward to contributing to our continued success in the future. Thank you.

Thank you, Mark. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. Again, I'll pause to see if there are any questions in relation to this resolution. I note no questions have been received on this resolution and I now formally put it to meeting. I'll now move to resolution 5. Resolution 5 seeks shareholder approval under ASX Listing Rule 7.4 for the prior issue of shares under an institutional placement announced to the market on 17 April 2020. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. And I'll pause to see if there are any questions in relation to this matter. I note no questions have been received on this resolution, and I now formally put the resolution to the meeting. I'll now move to resolution 6. Resolution 6 seeks shareholder approval to increase the maximum aggregate amount of fees which may be paid each year to the nonexecutive directors of the company. The resolution appears on the screen, and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. And I'll pause to see if there are any questions in relation to this resolution. I note no questions have been received on this resolution, and I now formally put the resolution to the meeting. Moving to resolution 7. The resolution 7 seeks shareholder approval for the issue of performance rights to Mr. Darryl Abotomey, the company's CEO and Managing Director, in relation to financial year '21. The resolution appears on the screen and I will take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. Any questions on this one? I note that no questions have been received on this -- on resolution, and I'll now formally put it to the meeting. I will now move to resolution 8. The next and final item of business, resolution 8, is a special resolution seeking shareholder approval to amend the company's constitution so that it is consistent with the applicable laws, regulations and the ASX Listing Rules. The resolution appears on the screen, and I'll take it as being read. Also appearing on the screen are the details of the valid proxy votes on the resolution. Are there any questions in relation to this resolution?

[ Stephen, is there a question? ]

Okay. I hope he will pick it up later. Okay. There are no -- I note no questions have been received on this resolution, and I'll formally put it to the meeting.

Okay. I'll move on, and I will deal with questions that have been received. More generally, I have one question here, which is from Robin Burrows of the ASA. Thank you, Robin, for the question. So we appreciate comment with respect to Board workload and responsibilities. Andrew has 3 chair roles and directorship. Margaret has 2 chair roles and 2 directorships. Is the Board concerned about this particularly at present when there might potentially be more demand on directors due to COVID? Look, thanks, Robin. This is an item, I recognize, is under considerable scrutiny from shareholders and the community more generally. I think all of us, speaking as a professional director on behalf of my colleagues, we are all very, very aware of our responsibilities as directors for the companies. Yes, you are correct that during COVID, workloads generally went up. We had -- you can see from our attendance records at meetings, we have had a large number of informal meetings as well to discuss various issues as we've gone through the COVID crisis. So I'm comfortable that we have a good commitment from time from everyone around the table. And certainly speaking for myself, I had one other public company role and a private company role, as you note there, that I -- which I can comfortably manage my time. And the second question also from Robin, thank you, is in relation to the raising. With respect to the share purchase plan earlier this year, why did Bapcor not use a renounceable pro rata offer or otherwise [ a trio-style ] offer? Again, this is always a difficult question to balance sort of certainty and speed of execution of a capital raise versus the ability to have shareholders renounce and potentially get value for their rights. At the end of the day, we were very careful -- we're very grateful, firstly, for the support of the raising for both our institutional and retail shareholders. We were very careful with our allocation of stock. The shareholder purchase plan, in particular, was very, very, very well supported, and we're able to allocate a significant amount of stock under that. So we believe at the end of the day, Robin, that we achieved an equitable outcome for that raising with the structure that we chose to go with. The final question -- no, another question for me. Thank you for these, these are great. We asked last year about the Board responsibility for cyber risks and also the possibility of a meaningful Board skills matrix. From what I can find online, the last review is dated 2 July 2018. Let me try and address that, and I might ask Darryl to comment on cyber risk as well. So yes -- and then Maggie will talk also on the Board skills matrix. I can assure you that cybersecurity and related issues around our IT environment is a regular item on our Board agenda, one that is discussed at length. And we've also invested by expanding our -- both our IT infrastructure and our IT team in relation to many areas, including this. But Darryl, would you have any sort of general comments about cybersecurity and side of things?

Yes. What we have is a very highly protected system. So we have it in data centers outside. It's effectively duplicated a bit like the banks do. We've gone through and we go through cyber testing ourselves. So we have an independent group come and do the cyber testing on it. And as Andrew said, we've boosted even further. And that's the -- that we've added as a senior person that purely looks at the security of our systems. That's their role in IT. So there is a lot of work that goes on, on that. Just on the other question there, Andrew, the -- from the -- our Board's skills matrix that on our website is one that was updated as of the end of last year, and we'll make sure that it's certainly there. But it certainly was -- it's online on our website. We'll double-check it so that if it's -- for some reason, it's not coming up correctly, we'll get it fixed.

Thank you for that, Darryl. And look, for Robin as well, I just would like to give Maggie Haseltine an opportunity to comment on your earlier question in relation to the workload as well. So Maggie, fire it up.

Yes. Look, I think that's a valid question. I remember Robin, so thank you, you asked us last year. And there's no doubt that we understand the workload of directors. And when you take on new responsibilities, you also review your current portfolio. So for both myself and Andrew, that's been an ongoing discussion in terms of workloads. So we're very well versed, I guess, in understanding just how much work there is and making sure that we have the capacity and capability to do that. So that's certainly, for me, as being announced just Chair-elect, that's something that I'm very, very mindful of and are currently reviewing my own portfolio. So thank you for that. And just with regard to the skills matrix. Yes, it has been updated. But I think one of the things that all directors have a huge responsibility, and I think you'd have to limit it out [ covered ] today, if you didn't understand the responsibility as directors, we will take this further. And there's a significant amount of training. And just from my own personal point of view, being on the Newcastle Permanent Board, cyber is probably a very well-spoken-about topic all the time, and it's the same at Bapcor. We're currently in a Board meeting, and that's been a significant conversation even with regard to our new IT systems but also for the new warehouse. So it's absolutely top of mind. So I think we -- we thank you for that. And if it's not clearly brought out in our skills matrix, that's something we'll take onboard. So thanks, Robin. I appreciate that.

All right. Thanks, Maggie.

Just hit refresh, I think.

We'll just do a final check for questions. Sorry, we have a computer that's taking a short break that shows the questions on our screen here. Just leave it a moment. Thanks, Mark.

No further questions.

Okay. Look, thank you for those questions, Robin, and thanks to all shareholders who have attended today. So that concludes our discussion of -- on the items of business for today. In a couple of minutes, I will close the voting system. So please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalize your votes. [Voting]

Okay. So just checking that those who wish to vote have been able to vote. So I will now close the voting for the meeting. So rather than keep you waiting for the result, I propose to close the meeting at this point itself, and the results of the poll will be notified to the ASX and published on Bapcor's website following the meeting. As that concludes the business of the meeting, I thank members for their attention and now declare the meeting closed.