Bendigo and Adelaide Bank Limited (BEN) Earnings Call Transcript & Summary

[Presentation] Welcome to the Bendigo and Adelaide Bank's 2021 Annual General Meeting. Now, our Chair, Jacqueline Hey.

Good morning. I'm Jacquie Hey, Chair of the Bendigo and Adelaide Bank Board. The time is just after 11:00 a.m., and we have a quorum. I'm pleased to declare the bank's 2021 Annual General Meeting open. I take this opportunity to acknowledge the traditional owners of the many lands on which we are all meeting. I recognize their continuing connection to land, water and community, and I pay my respects to their elders, past, present and emerging. I would like to extend a special welcome to you all today. I'm pleased to be joined today by Gabriel and Brooke, who are Roseland interpreters. For those of you who are vision-impaired or listening via the telephone, I'm happy to provide you with an audio description of myself and our surroundings here in the studio. I am seated at a long white desk in a professional studio. I have straight blonde hair and wearing a navy blue jacket. In the background, I have a large image of the Bendigo and Adelaide Bank logo. Alongside me is Marnie Baker, our Managing Director; and next to her, Tony Robinson, the Chair of our Governance and Human Resources Committee. I also have a big screen of a live image of all of our other directors, who are shown as a mirage to the left of me. Before Marnie and I provide our address to our shareholders, I'd like to introduce your Board of Directors. Starting with Marnie. Marnie has over 30 years experience in the financial services industry and has been with the Bendigo and Adelaide Bank Group since 1989. She brings to the Board a strong, unique understanding and connection to Regional Australia as well as an extensive array of banking and finance knowledge across all areas of the bank's operations. She's currently Deputy Chair of the Australian Banking Association, a member of the Business Council of Australia, Mastercard Asia Pacific Advisory Board, a member of Chief Executive Women and a member of the LaTrobe University's Bendigo Regional Advisory Board. Sitting alongside Marnie is Tony Robinson. Welcome, Tony. Today is Tony's last AGM after close to 15 years on the Board. Tony's many years experience in financial services, in the wealth management, insurance, banking and stock broking sectors has been invaluable to the Board. Tony chaired the Board's Governance and Human Resources Committee and was a member of the Board Audit and Technology Committees. Tony will address you a bit later in the meeting. Today is also Rob Hubbard's last AGM after 8 years on the Board. Rob is joining us today from Queensland and is the Chair of the Board Audit Committee and a member of the Board Risk and Technology Committees. Prior to joining the Board, Rob was a partner with PwC and the lead auditor with several large listed companies. Rob has been Bendigo and Adelaide Bank Board particular focus and active in championing the Board's sustainability agenda, and we thank him very much for that. Rob will address you shortly when we get to the agenda item dealing with the financial statements. I would like to acknowledge both Tony and Rob's commitments and service to the Board. We thank them very much for their guidance and wish them well in the future and in their future endeavors. Our shareholders themselves, no doubt they'll be watching us with keen interest. Tony and Rob's departure is part of the Board's renewal program, ensuring we have the right balance of skills and experience on the Board to oversee the bank's strategy. The next Director I'd like to introduce is Jan Harris. Jan joins us today from Canberra. She has an exceptional experience and understanding of the regulatory and government landscape and brings additional breadth and balance to the Board. Jan has had a distinguished career in the Australian public service with broad experience in public and regulatory policy development, economics and governance. Jan is Chair of the Risk Committee and a member of the Audit Committee. Next is Jim Hazel, who joins us from Adelaide. Jim brings extensive experience in banking, finance and risk management to the Board having worked in numerous roles in banking across his career. He has a deep understanding of regional and rural interests and has valuable insights into the challenges faced by Australia's aging population and the retirement housing sector. Jim is a member of the Risk Committee and Financial Risk Committee. Carrying on to our next director, I'd like to introduce David Matthews. David is a farmer and runs an agricultural import/export business based in the Wimmera region. He brings a sound understanding of the importance and resilience of the Australian agricultural sector, both to the economy and to our future. He is a member of the Board Audit, Financial Risk and Governance and HR committees. David is a pioneer and advocate of our Community Bank model, which had its beginnings in the 1990s in his hometown of Rupanyup. David is also a member of the Community Bank National Council and Chair of the Agribusiness Advisory Committee, and he joins us today from Bendigo. Joining from Melbourne is Vicki Carter, who I'm pleased is seeking reelection as a Director today. Vicki joined the Board a couple of years ago and has enjoyed a career spanning over 30 years, primarily in financial services and more recently in technology. She has extensive skills in large-scale people leadership, product and sales management, transformation delivery and in risk management. Vicki has held executive and senior management roles at Telstra, NAB, MLC, ING and Prudential Assurance, and is Chair of the Board Technology Committee and a member of the Financial Risk and Governance and HR committees. From today, if reelected, Vicki will be taking over from Tony as Chair of Board Governance and HR Committee. Vicki will address you a bit later in the meeting on her reelection. Next, I'd like to introduce David Foster, who also joins the meeting today from Queensland. David is an experienced and highly skilled Nonexecutive Director with a diverse portfolio across a range of listed and government organizations. David's executive career, which has primarily been in financial services, spent more than 25 years, including as CEO of Suncorp Bank. He has demonstrated experience in strategy, mergers and acquisitions, operational leadership, finance and change management. David is Chair of the Board Financial Risk Committee and a member of the Risk Committee. And finally, I'd like to introduce our newest member to our Board, Richard Deutsch. Richard joined the Board in September and is standing for election today. He brings extensive experience, delivering complex audit and advisory services to Australia's leading public, private, government and not-for-profit organizations and has been a partner at both PwC and Deloitte. Richard is based in Sydney and most recently served as CEO of Deloitte Australia and was a member of their global audit and advisory leadership team. He will be taking over as Chair of the Board Audit Committee from today if elected. Richard will address you a bit later today on his election. I would also like to acknowledge that in attendance today we have the bank's executive members, as well as Tim Dring and Clare Sporle, who are the bank's lead audit partners from EY, and Carmen Lunderstedt, our Company Secretary. Also in attendance is Steve Hodkin who is acting as returning officer for this meeting. He's from our share registry service provider, Boardroom. Our General Manager, Corporate and Public Affairs, Robert Musgrove, will be assisting me today by reading out questions and introducing our shareholders who want to ask a question in real time. Robert is now going to outline the formality for today's meeting. Robert?

Good morning, everyone, and thank you, Jacquie. Like last year, today's proceedings have been structured to provide all shareholders or their proxy holders with an opportunity to participate in the business of the meeting in an orderly fashion. We ask that when the time comes to put your questions that you be courteous, fair and respectful to all shareholders. Please keep your questions concise and about the matters which are relevant to the business of the meeting. This will ensure the meeting is conducted in the interest of all attending shareholders. Also as today's meeting is being conducted virtually, technical issues beyond our control may arise. In the unlikely event this happens, Jacquie will advise the next steps. If, for some reason, we cannot proceed with the meeting, we will issue an ASX announcement with further information. This year, to ensure that we have the best opportunity to hear from our shareholders, we welcome verbal questions via the telephone facility as well as written questions through the online facility. Today's notice of meeting has all the dial-in details. You can submit questions at any time, though if they concern a particular resolution, we'll cover those at the relevant time during the meeting. Where there are multiple questions, which are the same or have a similar theme, these may be grouped into a single question to avoid repetition. Time permitting, the Board will endeavor to answer as many questions as possible. When Jacquie signals, I will read aloud the written questions submitted by shareholders. For those shareholders who want to ask a verbal question, you will be placed in the queue and at the appropriate time invited to ask your question. To ask a second question, we ask you to please rejoin the queue. I will introduce each shareholder by stating their name or company name. Pleasingly, I can confirm that we have received many questions from shareholders ahead of the meeting. These questions will be covered as part of Jacquie or Marnie's address or directly at the relevant section during the meeting today. With respect to today's voting procedures, I can confirm that voting on each of the proposed resolutions will be conducted by poll. If you have not already submitted your vote ahead of the meeting, and you are eligible to vote today, please use the Lumi online facility to do so. Once Jacquie moves to the items of business requiring formal resolution, and after all questions, we will display the proxy results for each resolution, which were submitted ahead of the meeting. For our audio listeners, we will read aloud the proxy results. You will be able to vote on all resolutions as soon as voting opens. As detailed in the notice of meeting, voting is restricted to the number of shares each security holder holds and is also subject to any applicable voting exclusions.

Thanks, Robert. I will now present my address, and then I'll hand over to Marnie. Last year, I said that we were in unprecedented times having to run a virtual AGM and that I would see you next year in Bendigo. We had reserved the Ulumbarra Theatre, but had to cancel it again as, unfortunately, we found ourselves in similar uncertain circumstances. And as we gather together virtually once again, for this, our second consecutive, but hopefully last, fully virtual Annual General Meeting. Sadly, the intervening period has been anything but unprecedented as the challenges and disruptions caused by the COVID pandemic deepened for many Australians and the Australian economy again this year. Everyone has been affected, some much more than others. And while for a multitude of reasons, many did it tougher in '21 than they did in 2020, there is, I believe, a renewed sense of optimism in the air, as we quickly approach the end of this year. As one of Australia's oldest financial institutions, we have big responsibilities. The most important of which is to do the right thing. It's something we've been focused on for the past 163 years and something we remain steadfastly committed to each and every day. We mostly get it right, and where we don't, we work hard to correct any wrongs. Our bank's commitment to supporting our customers has never been more important or more impactful than in this last year. The number of customers on deferral arrangements from the latest COVID-induced lockdowns remains relatively modest. However, we're conscious that behind every number is a person, a family or a small business, so we treat each situation individually and with care and respect. This enduring commitment of support has seen us continue to rank highly in key trust and reputation indices. Roy Morgan ranks our bank as one of Australia's top 20 most trusted brands across all industries. Furthermore, our business banking division was considered the highest rated bank for supporting customers through COVID. This is important not just to make us or you, as our shareholders, feel good, but to ensure our short, medium and long-term financial results remain strong. Since our founding years, we've operated with a belief that the long-term sustainability of our business is much more than just the health of our balance sheet and our financial performance. That's why this year, we were proud to introduce our annual sustainability report, which documents our E, S and G progress and provides transparency, measurement and accountability to our various stakeholders. We support the required transition to net-zero emissions by 2050 with aligned interim targets. We are committed to playing our part in this transition. As outlined in our sustainability report, we've been on this journey for some time and believe we've made further significant progress in financial year 2021 by releasing our first sustainability report, achieving carbon-neutral status and aligning our climate-related financial disclosures with the TCFD framework. Going forward, our next steps are to bring all our work together across multiple streams under a sustainability framework. This framework will be guided by materiality, weighing stakeholder views and business impact, as we seek to build and continue on with our authentic approach to contribute to a more sustainable future for all our stakeholders. Notwithstanding what has been another disruptive 12 months for Australia, supported by our strategy to reduce complexity, invest in capability and tell our story, our bank has delivered strong financial, capital and customer growth outcomes. This is well reflected in the growth in our customer numbers and market share in both lending and deposits, through to our improved productivity and speed to market, our digital acquisitions and investments and our robust balance sheet. It's clear we've taken large strides on our journey to bolster the bank's prospects for the future as well as those of all our stakeholders. Your Managing Director will elaborate more on this in her speech. As mentioned earlier, investing in capability is a key plank of our business strategy. We know when our people are supported and performing at their best our shareholders, customers and community benefit. Our approach to diversity and inclusion is underpinned by our inclusive work policies and processes, which aim to improve workplace participation. One of the areas we're focused on is growing women at all levels of leadership. It never fails to amaze me that only 10 of Australia's 200 most successful ASX companies are led by women. As of June this year, Bendigo and Adelaide Bank was the only ASX 200 company with both a female chair and a female CEO. In financial year '21, 43% of leadership roles were filled by women, while 63% of all promoted staff were women. This is, of course, about improving gender equality, but it is even more about strengthening and broadening the talent pool at the bank, so we can continue to achieve results for shareholders. I will now briefly address some changes to your Board. Firstly, I'd like to pay tribute to outgoing nonexecutive directors Rob Hubbard and Tony Robinson, who will both retire from the Board at the conclusion of today's meeting. Tony joined the Board in 2006, while Robert joined in 2013, and I want to thank them both for their significant contributions to our Board and your bank. Their tireless efforts and strategic input has seen our company to where it is today. I also warmly welcome Richard Deutsch. Richard is up for election by shareholders today, and his background will be covered later in the agenda. Before I conclude my address and commence the formal proceedings of this year's AGM, I personally and on behalf of the Board, want to express our gratitude to you, our shareholders, for your continued support and loyalty throughout this demanding year. Rest assured, it's not something we take lightly or take for granted. After a strong financial year 2021 performance with cash earnings after tax increasing by over 51% and CET1 capital increasing to 9.57%, I am pleased the Board was in a position to reward your support by declaring a total fully franked dividend of $0.50 per share. This once again accentuates our long-standing commitment to delivering to you, our shareholders, high-yield and long-term returns. In conclusion, I'd like to thank all our people as well as our Community Bank and other partners across the country who have worked tirelessly throughout this year, often in extremely difficult circumstances from their homes, our offices and our branches to directly support our more than 2 million customers. Thank you, and I really look forward to having the opportunity to meet with you, our shareholders, in person in Bendigo at next year's 2022 AGM. Thank you. [Presentation]

Thank you, Jacquie, and good morning, everyone. For the benefit of those who are vision-impaired or listening via the telephone, I, too, am happy to provide you with an audio description of myself. I am of average height, pale complexion, have long straight brown hair that is parted slightly to the side, and I am wearing a light blue jacket and white blouse. For more than 18 months, COVID-19 has dominated almost every aspect of our lives and has tested the resilience of all Australians like never before. In times like this, our strong and deeply embedded values come to the fore, providing a focal point to help guide our actions, both personally and professionally. For our bank, our values are the bedrock upon which we have built our business. This solid base has enabled us to deliver on our fundamental purpose to feed into prosperity, not off it; to support our customers and communities through the highs and lows of the past 18 months; and to reshape the organization in line with our bold vision to be Australia's bank of choice. Despite the challenges we all have faced this year, I'm pleased to report our business has continued to deliver on our unique and compelling customer value proposition, delivering continued strong business performance and lasting social and economic benefits for our many stakeholders. The bank was well placed coming into the year and has remained so with a well-capitalized, robust and resilient balance sheet. We continue to deliver on our growth and transformation strategy, which, in turn, is making us a bigger, better and stronger organization. Our cash earnings after tax increased 51.5% from last year to just over $457 million. We delivered total income on a cash basis of more than $1.7 billion, up 4.5% on the prior corresponding period, whilst sustaining above system lending growth, especially in the residential home loan sector, continuing to invest for the future and holding costs relatively flat. Our consumer division is into its third year of outperforming system as our customers and partners continue to respond to the experience and services we provide them through our unique branch network and digital and third-party delivery channels. Continued strength in agricultural conditions supported the strong performance of the bank's agribusiness division with cash earnings up 28.3%, while Business Banking grew market share in our target small to medium business segment during the year, resulting in customer growth of 3.5%. Further to our strong financial performance over the year, the number of Australians selecting us as their bank of choice continued to increase, up 9.6% to over 2 million customers as more and more new customers discover the benefits of our consistent, market-leading customer experience. Our Net Promoter Score of 27.3 points, a metric which measures the likelihood of our customers recommending our bank to a friend or colleague, remains nearly 26 points ahead of the industry average and almost 30 points higher than the average Net Promoter Score of the major banks. Through our actions over many decades, we've carved out a special place as a tried and trusted customer and community-focused bank. Our unique and compelling customer value proposition, combined with authentic, dependable and trusted relationships, allows us to clearly differentiate ourselves while at the same time creating lasting customer advocacy. This high level of trust placed in our brand by Australians is something we don't take lightly. As one of the country's top 20 most trusted brands across all industries, we are proud to be an essential part of the local communities we live and work in, and we work hard every day to retain the trust that has been placed in us. We also know that capability, not trust alone, is key to our customers' choice of banking providers. That's why continuing to build and uplift our capability, while at the same time modernizing and transforming our business is vitally important for our future, a future we're genuinely excited to shape. Embedding core digital capabilities to improve the experience for our customers as well as digitizing and automating core processes is a key part of our transformation road map. Importantly, through all this change, our deeply human and personalized approach to banking will continue to shape the connections that matter most to our customers. Focusing on our strategic imperatives to further reduce complexity, invest in capability and tell our story remains central to our ability to achieve our vision to be Australia's bank of choice and to drive long-term sustainable value for you, our shareholders. We recognize that in continuing to build on the momentum of the past year and to excel in the future, partnerships, collaboration and innovation remain intrinsic to everything we do. With a strong history and proven leadership in these attributes, we understand the significant benefits and opportunities they bring to our customers and our organization. To further this agenda, we actively seek our partners who are aligned with our core values and who can help us extend our reach and capability, while also assisting to drive cultural, strategic and commercial benefits we might not be able to achieve on our own, whether this be through product providers, technology, distribution or unique partnerships with the communities we serve. Our recent acquisition of Melbourne-based fintech company, Ferocia, underpins this commitment and will allow the bank to further accelerate its digital strategy and shape the future of banking for a new generation of customers. Powered by technology-led customer experience design and an internationally experienced team, the acquisition has brought outstanding digital and technical expertise to the bank, internalized Ferocia's market-leading digital capability and consolidated our ownership of Up, Australia's highest-rating banking app. Up's customer engagement is unparalleled when compared to global peers. In less than 3 years, it has welcomed more than 400,000 customers and $840 million in deposits, while at the same time, helped empower a new generation of savers and secure the bank's market-leading position with this emerging influential demographic. As we further accelerate Up's rapid pace of innovation and growth and expand revenue opportunities through Up, customers of our other brands will see significant benefit from Ferocia's digital innovation and experience. This year, we continued to grow market share, customer numbers, total lending and deposits. Importantly, however, we did not achieve this at the expense of commitment to our people or communities or our environment, with strong results also recorded against our nonfinancial targets. There is absolutely no doubt climate change is having and will continue to have far-reaching impacts on the quality of life and financial position of our customers, the communities in which they live, the environment that surrounds them and the industries in which they earn a livelihood. We understand that individuals and the natural and human design places they call home, along with their businesses, farms and communities, will be affected in a multitude of ways. We believe it's the right thing for our organization to play our part in addressing this global issue through action. As Jacquie mentioned earlier, we support the required transition to net-zero emissions by 2050 with aligned interim targets and we firmly -- are firmly committed to playing our part in this transition. In line with this commitment, since we approved our climate change action plan in June 2020, we have reduced our greenhouse emissions by 59%, our absolute emissions by 20% and achieved carbon neutrality in June 2021 for emissions in financial year 2020. We also released our first stand-alone sustainability report this year as well as our climate-related financial disclosures aligned with the TCFD framework. As part of our ongoing commitment to strengthening communities, we will continue to work to build climate mitigation and adaptation into our business, and to assist our customers and their communities to build climate resilience into their futures, too. Strongly aligned to this commitment is the support we provide Australian communities through our unique Community Bank model, a model that has fast become one of Australia's best and most widely recognized examples of social enterprise. On top of the $251 million already returned to communities since the inception of the Community Bank model in 1998, more than $21 million was provided to hundreds of local communities in financial year 2021. This money supported more than 6,800 important local initiatives and previously unmet community needs, building infrastructure, invigorating local activity and strengthening the long-term social and economic fabric of the places we call home. In a difficult year for so many communities, these figures are testament to the importance and relevance of the Community Bank model. And I would like to take this opportunity to acknowledge our Community Bank partners who worked so hard to advocate for their local communities and who will play a vital role in the economic recovery and transition of our nation to a post-pandemic world. Pleasingly, the depth of the economic contraction through the pandemic has not been as severe as initially expected, which has improved the forward outlook. Generally, the years after a recession are a period of rebuilding and growth. And I'm encouraged by the recent rise in both consumer and business confidence, the reopening of domestic and international borders and the resilience demonstrated by the Australian economy in the last financial year. With that said, the operating environment for the banking industry has its challenges, with net interest margins experiencing continued compression and the lending environment remaining highly competitive. We continue to manage our cost base relative to revenue expectations, delivering on our commitment to further reduce our cost-to-income ratio and lift shareholder returns. While I expect the housing and employment markets to continue to grow nationally in 2022 as well as economic outperformance for Regional Australia, I also expect the economic recovery to be uneven and inconsistent as businesses reopen to different requirements, and we adapt to living with COVID-19. I anticipate economic and market conditions will continue to provide ongoing challenges, but I look forward with optimism and firmly believe our distinctive strength of purpose, digital innovation and customer and community connection will continue to provide sustainable shareholder value and opportunities for the bank in financial year 2022 and beyond. Finally, in closing, I would like to sincerely thank all our customers for your advocacy and the opportunities you provide us to do business with you. Our more than 7,000 staff across the country who have done a fantastic job again this year to provide our customers with the best possible experience despite the challenges 2021 threw at them on an almost daily basis. I'd like to thank our partners and suppliers for the support, capability and knowledge you provide our business, the Board for your ongoing guidance and support, and you, our shareholders, for providing us with your strong backing and support for our vision and multiyear growth and transformation strategy. I look forward to continuing to work closely with our employees, customers, communities, partners and investors to build a bank people are proud to work for, do business with, partner with and invest in. Thank you for your time today.

Thank you, Marnie. I'd like to invite those eligible to ask questions to do so now. We'll take questions on the management of the bank and general questions first. Specific questions related to other items of business will be taken as part of those relevant sections. Robert, could you please start with our presubmitted questions?

Thanks, Jacquie. I preface my announcement of these questions by saying that there have been some that have been adjusted slightly for reading ease and similar questions grouped for brevity. We received 4 similar questions on dividends. These were from Mr. and Mrs. Trim, Mr. Ian Onu, Mr. Meikle and Mr. Yolden. Mr. Meikle's question encapsulated the sentiment of the other shareholders when he asked, "Given that cash earnings per share have returned to prefinancial year '20 levels, why have dividends paid in financial year '21 also not returned to prefinancial year '20 levels?"

Thank you, Robert, for the question. And thank you to those 4 shareholders who asked it. I do know that dividends are a highly important issue, of course, to all shareholders. Marnie and I did cover much of this in our earlier addresses, but let me touch on it again. The dividend amount we're paying to our shareholders is up on last financial year and on the FY '21 interim dividend. The Board, always, when we consider dividends, seeks to achieve an appropriate balance between continuing to provide strong returns to our shareholders in the short term, but also continuing to fund above-system asset growth and other value-adding investments, which will provide improved returns in the medium and the long term. And it is always a balance, and that balance needs to be considered each time we declare a dividend. I guess also, as you would expect, the Board has to take into account the current uncertain economic environment, which is likely to remain uncertain at least in the near term. Robert?

We received a series of questions relating to the bank's share price from Mrs. Teed, Mrs. Howard, Mr. and Mrs. Odinthal and Mr. and Mrs. Van Heron. In keeping with the nature of these shareholders' questions, we will take the question from RBP Holdings who asked, "Why has the share price tanked when a record profit was recorded?"

Again, thank you for all these questions. Share price is the other highly important issue for shareholders, of course. The Board and shareholders ourselves, we obviously prefer the share price to go up rather than down. However, we recognize it moves both ways. Our role and the role of the executive, led by Marnie, is to make sure that we deliver short- and long-term positive financial results. And sometimes, this translates directly back into share price change, sometimes it doesn't. When reflecting on the share price, also considerations need to be taken into account for the immediate uncertainties in the economic environment, including the impacts of COVID, which we've talked about are not just the banking industry, but I guess the share market and the economy as a whole. The bank is not immune to these uncertainties, but what is within our control is to continue to focus on delivering positive results, and that is what we will do. Robert?

A number of shareholders submitted questions relating to our branches and customer service network, including 2 shareholders from Korumburra, who provided feedback about the bank's recent decisions in Korumburra. These shareholders included Mr. Windsar, Ms. Mott, Mrs. Bonus, Mr. Dodine, and Mr. Gigas of Enhance Consulting. The question from Ms. Skelacon best captured the shared themes of these questions when she asked, "Will we see more branch closures in the near future? The community caring attitude the bank tries to project seems to have recently disappeared. Bendigo Bank seems to be trying to be more like the big 4 in both attitude and practice."

Again, thank you for the shareholders for this important topic and important issue. It is important to the bank. Marnie spoke of our branches earlier in her speech, but I'll ask her to elaborate some more with respect to perhaps the key themes coming from these questions and statements. Marnie?

Thanks, Jacquie. And firstly, I'd just like to reiterate that the bank is committed to and proud of the role that we play in communities right across Australia. Our branches do remain a critical part of our retail distribution strategy. And they, of course, provide a significant base for customer and community connection. We do regularly review our branch network and make changes to locations or the size or the look and feel of branches to better reflect customers' changing needs and banking preferences. And we've always done this. In the last financial year, we did close 23 branches across our network, with the vast majority of those branches being in close proximity to other branches. We also opened 2 new branches, and we upgraded 35 branches to community-focused experience stores, I think, better representing the bespoke needs of those individual communities. And just to put this into context, amongst our different brands, the bank currently has around 680 physical locations across the country. Now any decisions on future changes to our branch footprint that -- whether that's adding new branches or closing or remodeling existing branches will continue to be made on a case-by-case basis. And of course, consider customer banking habits, community needs and other local stakeholder requirements as well. I also note there was a couple of questions from shareholders around the Korumburra branch closure. And I hope everyone understands, we do continue to listen and engage directly with customers and the broader community and elected representatives in that Victorian community. And following a series of what also are very respectful discussions, the bank advised the local community that it will continue a physical presence in Korumburra. But like any of our branches, for this to be successful and sustainable for the long term, individuals, community groups and businesses in the local community will need to support the bank with their banking business. And I can assure you that we don't take these decisions to close a branch lightly. We are acutely aware of our social license to operate as a bank. However, it must also be balanced with the commercial returns expected by our shareholders. There was also a question in respect to ATMs, which I thought I'll cover now as well. And the broader industry has seen a significant increase in cashless transactions and cash withdrawals at point-of-sale, like when you go to the supermarket. And that's replacing a lot of the transactions we're used to have occurred at ATMs. And this means that we need to continue to monitor the customer demand and usage relative to our footprint and modify our network as required as a result of that, which may include some closures of ATMs, but also may include some new locations as well. So I hope I've captured those questions there.

Jacquie, we have a customer-related statement that was received from Ms. Abreva Nicholson, who stated, "I tried to open an ordinary bank account at the Perth office about 2 years ago for my self-managed super fund. The amount of hoops I was made to jump just to give the bank my money was outlandish compared to the big 4 bank's requirements."

Thank you, Ms. Nicholson. I do understand that one of our customer service officers also reached out to you. So hopefully, you've had a good discussion there. But to answer your question directly, I'll ask Marnie to respond on this one as well, please.

Thanks, Jacquie, and thank you for the feedback, Ms. Nicholson. I can't speak about other banks and their practices, but I can say that our bank strives to deliver positive customer experiences. And I do welcome any feedback that you have that could help us to improve our service. And like Jacquie just said, I understand that one of my team has spoken with you, and hopefully, you've passed that feedback through. But just to add, there are regulatory obligations our bank and all banks must adhere to. And our bank is committed to doing the right thing by our customers and administering the additional safeguards that these more formal consumer protection measures offer. Thanks, Robert.

The next set of questions relate -- related to our environmental, social and governance matters, and they are asked by Mr. and Mrs. C. Stanton and Mr. Wagner. I'll put Mr. Wagner's question to the meeting as it summarizes both questions. "Could the Managing Director and Board please advise what measures is Bendigo and Adelaide Bank taking or prepared to take to significantly reduce its environmental footprint in line with the recent IPCC climate change report?"

Thank you to these shareholders for what is obviously another very important topic. As a values-based organization with strong ties to the community, we recognize the positive and sometimes the negative impact businesses can have on society. Our own sustainability journey and our progress is detailed in our inaugural sustainability report, which I've already referenced in my address. And I do encourage actually our shareholders to have a look at it on our website. In that report, we outlined significant actions the bank team has taken and has implemented to reduce the bank's carbon footprint, including, as I think Marnie mentioned, being accredited as carbon neutral in June 2021, along with our work contributing to prosperous communities and to maintaining strong governance. In response to these questions, I want to reiterate that our bank does consider the social and environmental outcomes and business decisions we make. We firmly and strongly believe we have an important role in supporting a transition to a lower emissions future. As an example of this, and there are many, and again, I refer you to our sustainability report. But as 1 example, our bank does not and will not lend directly to projects in the coals and gas, crude oil, natural gas or native forest logging sectors. And so I think it's important for me to say that. But also, for full transparency and complete authenticity, whilst the bank doesn't provide finance directly to projects in these sectors, it does recognize that there are individuals and business customers, small business customers always living in communities, which may possibly rely on such projects for their livelihood and their economic sustainability. And we will continue to provide finance and other services to those individuals and those small businesses in these communities. We recognize we play an important role in supporting communities, both today and as we transition to a lower emissions future. Finally, Mr. Stanton, I know you also asked a question on lending, and I can confirm our bank is a prudent and responsible lender. The bank has maintained a prudent serviceability buffer and floor in line with APRA requirements as you would expect. Robert?

There was another question related to environment from Mr. Sanderson, and he asks, "What authority have you, Board members or senior staff received from us, your shareholders to express opposition to funding coal mining in Australia and elsewhere, which funding we expressly support?"

Look, thank you very much, Mr. Sanderson. And look, we recognize that there are different views in this area, and both sides of them are often very strongly held. But let me say this, in our roles as Board and the executive, what we do, do is we make risk-informed business decisions. And we do that based on forward-looking indicators that then translate to our appetite to lend to different industries. And for Bendigo and Adelaide Bank, we've determined that starting now to lend to coal mining would not fit into our risk appetite. So as I stated previously, this is one of the industries where the bank will not provide finance. Robert?

The next questions relate to interest rates and are from Mrs. Parker and Mr. Buccelo. Mrs. Parker asked, "When is the bank going to be proactive and offer retirees an investment interest rate they can live off? Is this low rate because Australia is fourth world?" While Mr. Buccelo questioned how we advise customers of changes to interest rates.

Thank you, Mrs. Parker and Mr. Buccelo. Look, we remain committed to supporting our customers, you would expect me to say that, and of course, all our stakeholders in our nation's economic recovery. It is, however, a fact that we're currently in record low interest rate environment here in Australia, but actually also globally. And so any decision on rates does have to take this into consideration and balance the outcomes for all our stakeholders, which include borrowers, depositors, and of course, shareholders. Mr. Buccelo, in terms of how the bank advises customers of changes to fees and charges and interest rates, well, we can do this in a number of ways, including by writing on your account and state -- account and statement or by advertising in major newspapers or any such way in which we reasonably consider it comes to the attention of as many account holders as possible. Currently, we advertise the changes in the Australian newspaper as a national paper, and customers will also see their rate change on their next physical or online statement. I hope I've answered that question for you. Robert?

The other question related to interest rates comes from D. & P. Tuck Electronics, who asked, "In view of the current borrowing rates, why is the interest charged on credit cards so high?"

Thank you for that question. Look, we do believe we've struck an appropriate balance with our credit card range when it comes to fairness, features and customer service. We offer interest repurchases when a customer first takes out a credit card with the bank and completes a balance transfer. They're charged interest at the purchase rate, and they'll receive a further 55 days interest-free on that transfer. And we were one of the first to offer this to provide a better service for our customers. But from then on, however, it becomes a rate set according to competition in the market. Robert?

The next question relates to the bank's performance. Mr. Clifton wanted to know how have the effects of the COVID-19 pandemic and its associated lockdowns influenced residential, commercial and rural lending and property financed by the Bendigo and Adelaide Bank?

Thank you for that very detailed and pertinent question, Mr. Clifton, maybe to allow you to hear from some of our other directors, I might ask David Foster, who chairs our Nonfinancial Risk Committee to answer this question. So David, could I ask you to make some comments?

Sure. Thanks, Jacquie, and thanks, Mr. Clifton for your question. Probably to kick off, just as Jacquie and Marnie mentioned earlier, overall and notwithstanding the challenging conditions, the bank did deliver strong growth across the lending portfolio of around 10.6%, growing it to $72.2 billion. The growth was above market, led by our residential portfolio, which grew at about 14.7%. We also saw good growth in our SME portfolio and above-market growth in agri portfolio, which enjoyed positive conditions and generally wasn't materially impacted by COVID as far as their borrowings were concerned. We also continue to see strong growth of around 12.5%, particularly in our core deposits, and like our lending, our deposit growth was well above system. We did, however, observe a few broader trends within the community and our customers worth of mentioning. We certainly saw income for self-employed customers and those relying on rent reduce, and they haven't really returned to pre-COVID levels at this point. We certainly also saw increased incidence of mental health issues and marital separations and trading in COVID conditions for small businesses become BAU essentially. However, snap lockdowns do continue to have severe impacts, particularly on the food and beverage sector. Our business customers, who have been able to move quickly to manage supply chains and good online presence, have probably performed better than average. And notwithstanding challenges and reduced income, so most of our customers do remain optimistic about the future, given low interest rates and buoyant asset prices. And pleasingly, from a peak in May 2020, where we saw over 22,000 of our customers seeking assistance from the bank to manage COVID impacts, we're pleased that these numbers now receiving hardship assistance are now down under 500 as at late October. We do, however, continue to proactively engage with our customers and are ready to support them with our ongoing challenges as Australia progressively emerges to a COVID-normal setting. Thanks, Mr. Clifton. Thanks, Jacquie.

Robert?

Reverend Sherlock and Mrs. Sherlock would like to know, "How far has Bendigo and Adelaide Bank succeeded in being recognized as having Basel III standing?"

Thank you, Reverend and Mrs. Sherlock. The bank is -- and as you are no doubt aware, has been considering pursuing Basel III Accreditation. But one thing we are doing is awaiting finalization of APRA's capital standards, which will be a very important input needed before making that final decision. So hopefully, that gives you a brief update. Robert, further questions?

Yes. Mr. Fitzgerald commented, "I think the book is overdone. You have to be an accounts person. All the figures are like a dog's dinner. I think the book could be condensed down a lot more. By the time you read it all, you were not informed that much."

Thank you for your feedback, Mr. Fitzgerald. We do our utmost to ensure our financials are presented in a transparent and well-articulated manner for all our shareholders, but we also have to comply with a whole lot of regulations and financial and audit obligations. And so some of the documents, I totally understand can seem quite technical in nature and therefore be a hard read. We -- what I could suggest perhaps is we do have a condensed and simplified version of the detailed information, which is in a document called The Annual Review. You can find that on our website. And I also encourage you perhaps to have a look at the presentation and the slide pack for the full and half-year results. And here, you can listen to the bank's MD and CFO explain the bank's performance and talk about why it is as it is. So we do try to have a number of ways to provide information, and I hope that the annual review or listening to the explanations of performance from our executive may be more helpful to you, I sincerely hope so. Robert, more questions?

Yes. The last performance-related question comes from Mrs. Dave, who asked, "What revenue and profit multiple EBITDA and NPAT was paid to buy Up Bank? When will the investment in Up Bank be paid back? And why didn't Bendigo upgrade their own app instead of buying Up Bank?"

Thank you, Mrs. Dave. I know that Marnie covered a bit of this in her speech, but let me just, as background for all shareholders, remind you that the bank has partnered with Ferocia, a Melbourne-based fintech company for nearly a decade to deliver our online banking services to our customers. And more recently, we've also collaborated with them to launch Up, which was Australia's first and certainly largest mobile-only digital banking platform. The Up business has experienced some very strong growth and now has more than 400,000 customers. So in August this year, the bank decided to acquire 100% of the shares in Ferocia, which included Up Bank. And the consideration paid for that, which was paid in shares, was up to $116 million. A proportion of that consideration is contingent on future performance. The valuation was, of course, considered by us. It's our job, but we also use some external advisers to assist. And we came to the conclusion that this was an appropriate valuation in line with precedent transactions such as NAB's recent acquisition of 86 400. So the cost to the bank constitutes approximately 2% of our market cap. So it's not material from a financial perspective, but it's very important from a strategic perspective, and more information on Up Bank will be made available to market soon. I thought I might ask Vicki Carter, who's Chair of our Technology Committee, to comment on the last part of your question in regards to why didn't Bendigo upgrade our own app instead of buying Up Bank. So Vicki, would you like to comment, please?

Thanks, Jacquie, and thank you for the question. As Jacquie said, we have partnered with Ferocia for a number of years for our own banking and Internet capabilities. And we will continue to leverage the expertise of the Up team, as we make future enhancements, which are on our current roadmap. I think the key thing for us with Up though is that the opportunity is much more significant and goes beyond the app itself. As Jacquie has said, this is a digital bank. It has a customer base that is growing rapidly over the last 3 years to over 400,000 customers. Importantly, for us, 90% of those customers are actually new to Bendigo, their engagement levels are very high, their customer satisfaction is very high, and they are a complementary demographic to our own customers at Bendigo as well. And in fact, we know that 30% of those customers are actually actively saving for a home loan. So we see a really significant opportunity to build out, expand and grow the digital ecosystem of Up, but also to add it to our own existing capabilities and bring together some of those opportunities to our other partners like Tic:Toc and with our market-leading digital home loan capability as well. So we're very excited about the opportunities that lie ahead with us, and we see it as entirely consistent with our strategy to invest in capability. Thank you, Jacquie.

Jacquie?

Thanks, Robert. More questions?

Yes, Jacquie. We will now move on to other general business questions. I know we had a couple of shareholder questions who expressed service issues, and we have contacted them prior to the meeting to seek their feedback and resolve the issue. Our next question is from Mr. Sanderford, and he asked, "Will you cease and desist from using advertising to promote liberal party politicians in contravention of electoral law?"

Look, thank you, Mr. Sanderford. But I'm not entirely clear what's being asked here, as I can assure you, we don't do this. So perhaps the best way for me to answer this for you and for other shareholders' information, it is -- I'll cover the bank's stance on political donations. We have an anti-bribery and corruption policy in place, which stipulates that Bendigo and Adelaide Bank staff must not make any political donations on behalf of the group. And furthermore, the bank takes a nonpartisan approach when engaging with elected decision-makers. So I hope that, that is a clear answer for you. Robert, next questions?

The next query came from Mr. Lim, who said, "Why are we sacking or making redundant some of the bank staff, especially during this pandemic. Don't you think the bank staff need our support rather than you sacking them? Very disappointed."

Look, thank you, Mr. Lim, and thank you for your concern for our people. I, of course, share that concern. The bank is firmly committed to supporting our people. And it's really regrettable when our staff are impacted by redundancies. No one on the Board or in management likes to do this or wants to do this now or at any time. However, there are changing skill needs impacting the broader banking industry, and there are also competing priorities that need to be balanced, some examples of which we've heard about earlier today with questions and requests for higher dividends and improved financial results. So this does, unfortunately, mean that sometimes redundancies do need to occur. As we adapt to a new environment, new ways of working, we will continue to build and to invest in our people, our capability and the diversity in our workforce. But I do thank you for your question. Robert?

Mr. David and Ms. Dickson have asked, "At the virtual AGM meeting, ask everyone online if they have read in full their house and content insurance policy provided online. Insurance companies know that most clients do not read these long policies carefully. Is it the intention of Bendigo Bank to dumb down their shareholders?"

Thank you, Mr. David and Ms. Dickson. Look, probably all I can add on this one is that all our product disclosure statements can be found on the Bendigo Bank website. And look, our staff are really happy to take any questions that you or any other customer may have. Robert?

Our next question came from Mr. Bale, who wanted to know what is your plan for the next black swan event? And where is your 5-year strategic plan?

Thank you, Mr. Bale. Look, planning for the next black swan event is a very relevant comment, given the couple of years we've just been through. I think the MD in her opening speech addressed our approach, but just to add to that. I guess, look, the inherent uncertainties around this dynamic and highly changing economic environment means that making future predictions is more challenging now than ever. There's no doubt about that. I'm personally pleased with how the bank has come through this unprecedented event, well, at least unprecedented certainly in our lifetimes. But it does show that we do have to be flexible. We have to be focused on evolving customer needs. We have to be diversified in our business. And perhaps more importantly than anything else, we have to have a strong and very talented team of people in the bank that can manage through and reemerge from whatever is the next unexpected event. I can assure you that we will continue to evolve and adapt our business and plan for a wide range of uncertainties going forward. Robert?

The next question is from Mr. Cardona, who wrote, "Can I assume that males and females are not paid equally for the same work? This is a disgrace, and you should be ashamed of yourselves. A simple remedy is as follows, as a shareholder I don't mind the dividend total payout be mini-sized by $0.03 per year until achievement is finalized."

Well, look, thank you so much, Mr. Cardona, I appreciate your concern and your offer to help solve it. But look, be rest assured that the Bendigo and Adelaide Bank is extremely focused on gender equality in all ways and including equal pay. Historically, there was not equal pay for males and females across all industries. And to address this, the Australian government, quite some time ago, set up a workplace gender equality agency. And all companies need to report -- all large companies anyway need to report annually to this agency on their gender pay equity outcomes. And I presume this is what you're referring to. So hopefully, my presumption is right. But we have and we are systematically working hard to eliminate pay inequality. And we review this every year to make sure it's not creeping back in, but I can assure you it's something we take very seriously. Robert, further questions?

Mr. Bale has a further question. And asked "Why has the bank discontinued issuing passbook accounts. I would think that a passbook would be far cheaper than issuing and posting statements every 3 months as the bank has the technology already installed and no modifications to the computer system should be necessary."

Thank you again for this question. I might ask Marnie to comment on this one, Marnie?

Yes, absolutely. Thanks, Jacquie, and thank you for the question, Mr. Bale. Passbook accounts provide quite a limited service options. There are other deposit accounts that we have, such as accounts with debit cards that provide our customers with far greater flexibility such as the ability to access cash using ATMs, access to online banking and being able to pay by card within stores or online as well as all of the functionality of a passbook account. And we saw how important it has been during COVID to have this greater flexibility to be able to access cash and pay your bills. So whilst we are encouraging our customers to move to more flexible and feature-rich deposit products, and we offer assistance in our branches to help our customers to learn how to use these different features. Existing passbook customers are able to continue to use their passbooks at this time.

Jacquie, that concludes all of our presubmitted questions.

Thank you, Robert. Can we now please take any questions which have been submitted either by the online platform or for those waiting to put their questions to us via telephone.

Yes, Jacquie, we have a question by telephone from [ Johanna Chris Gardner ].

Page 11 of our climate change related financial report outlines our analysis of the impacts climate change would have on our agribusiness lending portfolios left mitigated. The same page states, one of the subject portfolios demonstrated a higher credit risk profile under the projected seasonal conditions relative the current observations. So I note there are no figures associated with this statement. What are the main metrics by which the credit risk profile is elevated? And what are the baseline and heightened figures for each?

Thank you very much, Ms. Gardner. I'm presuming you're referring to our pilot scenario analysis that we undertook and is listed in our sustainability report. So very good question. We did undertake some analysis. And just to be clear, we used the network for greening financial system to base our scenario one, which is a hot house scenario. So it is a very impactful one. And we did find across different geographies that, of course, as you would expect, there were different impacts on our customers. We have undertaken that scenario, selected some regions that we could compare and made sure they were distinctly different regions. So we could really see the different effect that climate would have on -- in this case, winter cropping activities in different parts of Australia. We selected these outcomes, obviously, to get a deeper understanding of regions, and we have then taken that work that we've done and then gone back and talked to individual customers. But we don't release information in respect to individual customer outcomes, but we have taken that analysis and had discussions with them. Thank you very much for your question. Robert, have we got any more questions?

Yes, Jacquie. We have a written question from [ Mr. Norman James West ], who asks, "What are the major transformation risks that may impact on the successful delivery of the transformation initiative?"

Thank you, Mr. West. I really appreciate your question. And in regard to transformation, again, I might hand over to Vicki Carter to make a few comments, but -- in a minute. But just before I do, transformation is an important part of our ability as a bank to be able to make sure that we can respond to not only customers and changing customers' needs going forward, but also to respond and to make sure that we simplify our systems, enhance our risk activities and capabilities and be able to deliver financial and risk performance to shareholders going forward. Transformation takes a number of aspects. It covers everything from looking at the culture and activities of our people through to the technology and the systems. And that's probably the area that it's worth Vicki saying just a few words on. So Vicki, if I could ask you to comment a little bit briefly to Mr. West's question. Thank you.

Well, thank you, and thank you for the question. Look, I think in terms of transformation risk more broadly, what's really important is how well we are set up to execute and that goes to having the right level of ambition and clarity around the end state, the target end state. We have a very clear view of what we are trying to do to simplify our systems, whether that's around bringing our lending systems together and removing complexity that way, and also in thinking about our end-to-end customer experience and what sort of experience we want our customers over time as well. We have spent a lot of time in planning for our transformation, and that is really, really important because knowing that we can only do so much within a certain time frame, being really clear about where we want to use our resources and leverage the partners that we're working with and then holding ourselves to a really high standard of account around the metrics and the milestones for that program of work is really critical. As Jacquie said, we have a number of charters that we run across our transformation program. Each one of them is really clear about what it is there to deliver. Each one of them is very clear about what it has available in terms of resources, including the investment that we're making. And each one of them is very clear about what we are looking to deliver for our employees. For our customers and partners and shareholders quarter-by-quarter, we actually have engaged auditors to help to keep us honest around our progress and our delivery as well. And increasingly, we'll be looking to make that more transparent to all of you as well. So the transformation risk is a very real one. We feel very comfortable in terms of how the management team are facing into that. And we look forward to sharing more of that with you going forward. Thanks for the question.

Thank you, Mr. West. And Robert, do we have any more questions coming in.

Yes, we have. Two written questions from Mr. Russell John Patterson, one of which has already been addressed to date. So the remaining question is, "Can you explain why the NPS is lower than previous years in the chart on Page 31 of the financial report?"

Thank you, Mr. Patterson. That's a very good question. NPS, which is Net Promoter Score, is a measure of the -- our customers' desire to advocate on our behalf. It's a very important measure. Simplistically, if they score us 9 out of 10, we get a score. And if they score us below that, we don't. I'm being very simplistic and the statisticians there will be a bit crossed with me, but just to give you an idea of what it is. The way we use it and the way that we actually measure our executives against it is to do it relative to the market. So we're always looking for how much better are we than our competitors and the other options that customers have. And for NPS in terms of -- Tony might talk about this a bit later when we get to rem, we require -- and it's one of the measures that we put on executive that it's more than 20 points above our competitors. So that is a huge difference. And the fact that it varies slightly year by year is not a concern, so long as we're 20 points or more ahead of the remainder of the marketplace, and we certainly are. And it's something we watch very closely and watch it closely because it is a key point of differentiation for us. So thank you very much, Mr. Patterson. Robert, more questions?

Yes, Jacquie. We have a written question from [ Mr. Milton Wild ]. On the 1st of July 2005, Bendigo Bank adopted the 2004 Code of Banking Practice. I require an undertaking from you and your Board that from that period in July 2005, the bank have complied with the code and that Mr. Will Conlan, its Chief of Staff formerly Company Secretary and General Counsel, will liaise with Mr. Benjamin Jealous, so that there is confidence that the bank will comply with all clauses in this code when dealing with our review."

Thank you very much, Mr. Wild. I won't comment on an individual case. But I will say that, of course, the bank adopts and complies with the Code of Banking Practice. Marnie, is there more that you'd like to add there?

Yes. And thank you, Mr. Wild. Yes, we do absolutely comply with the banking code. We state that on our website, as you would be aware. And we will, with any of our customers, more than happy to have further discussions. And of course, in those conversations we'll ensure that we are complying with that code and our own internal policies and code of conducts as well. So thank you, Mr. Wild.

Thank you, Robert. Do we have any more general questions.

Yes, Jacquie. We have a written question from [ Mr. Ronald James Guy ]. Community expectations regards to ESG has been reviewed its policy regarding companies containing stolen resources from Western Sahara, noting the recent EU court ruling on contracts with Morocco that include indigenous resources of the Western Sahara, farming products from New Zealand contain fertilizer from Ravensdown and Balance, questionable on ESG values in regard procurement of Western Sahara phosphate and [ Cytec pivot ] and CBSP have been doing the right thing?

Thank you, Mr. Guy. Look, given we're very focused on the Australian marketplace, we probably haven't focused on particular activities happening in Morocco or elsewhere other than to say, from a general perspective, and I guess the question is more around from an indigenous perspective, is that part of our considerations as we are undertaking lending or credit in Australia? And certainly, it's part of our ESG risks, part of our risk appetite that we think about when we're lending to customers. So I'm not sure I've directly answered your question, but hopefully, I've just given you a flavor that it's important to us in Australian context in the context in which Bendigo Bank works. Thank you. Robert, further questions?

Yes, we have a written question from Mr. Russell Patterson. Does the bank perform annual compliance check against the recommendations of the banking Royal Commission?

Thank you again, Mr. Patterson. Look, we have gone through a great deal as have many -- well, all organizations in the industry, a great deal of learnings from the Royal Commission. We have done a number of reviews in terms of the outcomes of that. And we have quite a large number of activities across various regulators that we absolutely respond to review regularly more than annually and make sure that we're very clearly implementing improvement actions across all our business, whether that's across the way we deal with customers, how we remunerate or pay our staff, whether that's our ESG activities, whether it's codes and regulations that we comply to improvement actions and interactions with regulators and others. So yes, we take this area very seriously, and we review it very regularly. We have a Board Risk Committee, which focuses on this area, the executive undermine, he has Management Risk Committees and people focused on this each and every day. So thank you very much for your question. Robert, are there any more?

Yes, Jacquie. We have a written question from the shareholder who telephoned earlier, Ms. Johanna Gardner. And her question is Page 12 of this year's climate-related financial report lists a target to reduce absolute emissions by 50% by 2030. Does this target cover the emissions associated with our lending portfolio? And if not, when do we plan to adopt a target to reduce asset portfolio emissions in line with the Paris agreement?

Yes. So again, thank you, Ms. Gardner. We certainly have a number of commitments that I'm very pleased to say that you've read in our sustainability report. One is, of course, the 50% reductions by 2030. We're focused on the emissions from our own activities as well as a forward-looking view on emissions from our customers going forward. The agreement to all the comments that I made about net zero by 2050 is an important part of that. We are -- whilst that's really key, we are focused on interim activities because we need to do things ourselves today around our Scope 1 and 2. And we need to do things around our Scope 3 emissions going forward as well. So we're focused on all of that. And as you would hopefully have seen in the last year, we've come a long way in terms of our transparency and our activities in relation to this area. And I hope -- well, I know that you'll see more on that as we go forward in the coming years, certainly, as we go forward towards 2030, obviously, but certainly, you'll see more on that in the coming years. Any further questions, Robert?

Yes, Jacquie. We have a written question from Denmark Dream PTY LTD. Chair, due to the unfair limitations of virtual AGMs. I request further clarification of the following. At last year's AGM, I asked the question when a bank assigns all its rights and obligations of a loan to another party and the bank becomes the servicer, who is the true mortgagee. And the Managing Director, Ms. Baker, responded, the bank is. Could you explain to all shareholders and the public, how it is possible for the bank to remain the mortgagee when the bank has sold our loan without notifying the borrower.

Thank you, Denmark Dream, I think Rachel. Thank you very much for that question. I do recall it from last year. The answer to this question depends on a whole range of activities that's happened in getting to this point. So it is very hard to answer that question without going into an individual case and talking about that individual case and how that particular one worked. But Marnie, noting that we can't go into individual cases, is there anything further you could add on that question?

Yes. The only thing that I would -- and Rachel, we have had numerous conversations since the last AGM and more than happy to sit down and continue those conversations if you -- if we haven't been able to answer those questions adequately. So please, you've got my contact details.

Thank you. Robert, do we have any more questions?

Yes, Jacquie. We have another written question submitted by Ms. Johanna Chris Gardner. In relation to our target to reduce absolute emissions by 50% by 2030, it's clear that this covers Scope 1 and 2 emissions, but does it also cover Scope 3 emissions? Page 12 of our climate-related financial report only references Scope 1 and 2. But our 2 latest CDP reports say our target applies to Scope 1, 2 and 3. Some clarity on this point would be much appreciated.

Thank you, again, Ms. Gardner. I think I don't have the report in front of me, I'm sorry. But I think what I could say to this, and I'll absolutely follow it up with you if I'm not answering the question, is that we have very clearly put our commitments into our sustainability report, and we will deliver against those. The Scope 1 and 2 are very clear. Scope 3 is an area that we are working on actively at the moment. As you know, it's a far more involved activity to make sure that we are getting it right and we are delivering against our commitments. And so I'm very happy that we will continue to be very transparent about that. And we will continue to make comments on it. As we do the work and as we're very clear about the actual outcomes that we'll deliver because we want to be authentic about what we're doing in this area and not just answer questions flippantly in an AGM. So stay tuned. We will absolutely be more clear about that as time goes on in the near future. Thank you. Robert, any other questions?

Jacquie, we have a further 4 questions that have been submitted by Denmark Dream Proprietary Limited.

Thank you, Robert.

The first is, Chair, in your address, you said the bank is providing customers support through COVID. It appears the Board is not correctly informed. Are you and the Board aware the bank is conducting unlawful repossessions through COVID, claiming to be the mortgagee when the bank is not on the contract, not on the mortgage and not on the title?

Look, thank you again for this question. But I think we have answered that. But these particular issues are very dependent on the actual circumstances of the specific customers. I guess I can assure all shareholders that as customers go through difficult times, we don't jump straight to a legal reposition or other activity. We do provide them assistance throughout a number of stages, and that can be assistance as we've done through COVID relief times of not having to pay mortgages. It can be normal times, the hardship assistances that we put in place. It can be mediation and other activities. So look, I really can't comment on individual cases in this kind of forum and won't. So all I can say to shareholders as a whole is that we will work with customers through their specific instances each and every time. Robert, other questions?

So Jacquie, the further 3 questions submitted from Denmark Dream relates substantially to the questions previously asked. So I'll move on to the next written question submitted by Ms. Johanna Chris Gardner. With respect to our climate-related disclosures, what is the anticipated change in the default rate of our agribusiness lending portfolio under a scenario of unmitigated climate change? If the bank has not yet conducted this analysis, when will it be conducted and made available to shareholders? I would like to be properly informed of the climate risks associated with the investment in Bendigo Bank, and I suspect many others would be, too.

Absolutely. And I think that's a very fair question. We have done, as you have seen and asked some very good questions on a pilot scenario analysis, which we undertook in the last year, and we've covered that in our sustainability report this year. We also have received -- and that pilot scenario analysis is, of course, the first stage of full scenario analysis, which is what you're asking about. We have also received this year an information paper from APRA, I think it was around September, which outlines the purpose design and the scope of climate vulnerability assessments and we will use that to inform our scenario analysis, which I think I said -- I can't now remember what it was last year in my speech this year, but I said it was on our 3-year plan, and we do anticipate we will go through that next year. I honestly would have liked to have done it a bit earlier, but given we -- given APRA have come out with industry wide paper outlining climate vulnerability analysis, we're very keen to work according to that. So it will be comparable across the industry, too. So our work on that will happen this year, building on from the pilot scenario. And so I'm hopefully -- that you will see that in our next report or certainly an update on that in our next report. And thank you again for the question. Robert, are there more questions?

Jacquie, we have a question by telephone from [ David Hack ]. Please go ahead with your question.

I think my questions actually have been pretty well covered by the earlier written question from Ms. Gardner. They also related to clarity around Scope 3 emissions and some of the confusion between the annual report and the CDP report. So I guess I would just emphasize the need for some clarity there and really appreciate the bank being clear about Scope 3 emissions and the emissions of the asset portfolio.

Look, thank you, Mr. Hack. And look, I appreciate and we do appreciate any feedback we get because this is an area we take very seriously, and we want to make sure we do it right, and we're very transparent. So I've taken on board that there is some confusion there. We'll make sure we clear that up in our next sustainability report. This one was the first time we've had a whole lot of reports available in the past, but it's the first time we brought it all together in one report. So that was transparent and easy to see what our metrics and our targets are. So I'm hoping it's answered a lot of questions, but anything that's confusing, and I've certainly taken this one down, we'll make sure we correct in our next sustainability report, which will come out next year. So thank you for that input, Mr. Hack. Robert, do we have any more questions?

Yes, Jacquie. We have a written question from [ Mr. Marco Corpus ]. And his question is, has voting been opened already?

Yes. I think that voting is open already Mr. Corpus. So you should be able to vote now. Certainly, I'll remind you during this meeting to vote, but by all means please, yes, the voting will be open. You can do that online. Thank you very much for that question. Robert, do we have any more questions?

Jacquie, we have one remaining written question from Mr. Russell John Patterson. Does the bank have a strategy for future technologies such as buy now pay later and cryptocurrency transactions?

Yes. Look, thank you very much for that question. Buy now pay later is a -- it's -- I think it's showing the industry that there are different ways that people want to access credit, and it's predominantly competing with credit cards, but we continue to watch it closely as we watch all payment innovation closely, whether that's crypto or others. I note that CBA had announcement about cryptocurrency earlier this week or maybe it was last week, I don't quite recall. I don't have any announcement accordingly other than to say that we look at payment innovations each and every day. And I think Marnie, in her explanation and Vicki and myself in our explanations related to our digital banking initiatives covered a whole lot of things that we're doing as we know that the world changes, customers changes and the capability of technology changes so we can keep up with the demands of customers going forward. But thank you for your question. It's a very, very relevant one. So Robert, was that the end of our questions?

That's right, Jacquie. No further questions at this stage.

Thank you, Robert. So that we can keep going with the rest of the meeting. Let's continue on. We'll move to the formal items of business as set out in the notice of meeting. The first item relates to the bank's financial report, directors' report and independent auditor's report for the financial year ended 30th of June 2021. I'll ask our Board Audit Chair, Rob Hubbard, to speak to this agenda item. Rob, could I ask you to address the meeting, please?

Thank you, Jacquie, and good morning, everybody. I'm joining you this morning from my home on the Sunshine Coast in Queensland, which is also the traditional lands of the Gubbi Gubbi people. So I'd like to pay my respects to their elders past, present and emerging. The 2021 -- sorry, I'd also like to give an audio description of myself. I'm about 5 foot 10, early 60s, gray, increasingly thinning hair, blue eyes, and I'm wearing a blue jacket and a white shirt and tie. The 2021 financial report was made available to shareholders in September. Our external auditors, Ernst & Young, issued an unqualified opinion on the financial report. I'll remind you there's no requirement for a shareholder vote on this. Ahead of the meeting, shareholders were provided with the opportunity to ask questions of the auditor on the conduct of the audit and the composition of the audit report. I'd just like to remind shareholders before I move to questions that it is the directors who are responsible for the annual accounts and the financial report and for that complying with all the regulations and accounting standards. And it's the auditors' role to an experts' opinion on those accounts prepared by the directors. So any questions, I will deal with accordingly on that basis. Robert, can you please read our first question.

There was a question from [ Mr. Colette ] who asked, how can the auditor claim independence when it is the paid contractor of the company? And how can it be expected that as a shareholder, I am expected to believe that the auditors' opinions and decisions are not influenced by the financial award of that contract?

Thank you, Mr. Colette. And you pointed out a very obvious contradictory when one considers independence. But it is the requirement of the law that we -- the company points and remunerates the auditor, and only when there's a change in auditor or shareholders asked to vote on that. Similarly, they're not asked to vote and not required by the law to vote on remuneration. Therefore, incumbent on the company and the directors and the Board Audit Committee in particular to ensure that we have appropriate practices in place to ensure that the auditor remains independent. That includes confirmations from the auditor in relation to how they manage shareholdings by their start. And you may recall in both the half year and the full year report, there's a statement from the auditor to confirm that independence. Perhaps more importantly, though, from your point of view, the procedures that we take place or undertake and the approach we adopted to ensuring that the auditor remains independent. The classic area is in relation to economic benefits. So the audit fees agreed directly with the directors who have similar responsibilities to the auditor in terms of reporting to the shareholders. We also ensure that any work that they do beyond the audit, which is sometimes necessary sits with our external audit independence policy. We have an extensive policy, it's on the website and we observe all aspects of independence. That exposes for things such as ensuring they're not involved in work where they're an advocate, ensuring they're not involving work where there's a self-review threat, ensuring they're not becoming over familiar with the organization. We look at the process to ensure partner rotation and team rotation. So in all those aspects, we consider audit independents pretty well at every Board Audit Committee and ensure that the auditor is in an environment where they are independent and can confirm that they're independent. I'll take this opportunity, Mr. Colette while answering your question, just to talk about the audit tender process that we conducted earlier in the year, partly to illustrate that a key component of that, in fact, the first component. The first question all the firms were asked was can you confirm your independence and outline the work you have done for us in the last few years and why that doesn't make you in breach of independence. We did that before we embarked on the tender process. When we went through the tender process, we had a robust evaluation process. We're looking for quality and we're looking for independence and we're looking for a genuine third-party view. We're not frightened of that view. At the end of the process, as you may recall from the annual report, we decided to appoint EY and retain them as our auditors. They've been our auditors for a little while. But through the process, they identified about the quality of the work, their approach to independence and the fair value of their fee arrangements meant that they were the appropriate auditors for us for the next turn. With that answer, I'd like to invite if there are any more questions, Robert, on the annual report.

Rob, there have been no further questions submitted for you or for the auditor on the financial report.

Thank you for that, Robert. And with that, I'll bring this session to an end. I'd just like to say a brief word of thanks. This is my last meeting as a Director of Bendigo Bank. It's been an absolute privilege to be a member of this Board and serve you, our shareholders. But it's also been a privilege engage with the community banks of the Sunshine Coast. It keeps you real, meeting their clients, their customers and the people who work in those organizations day in, day out. But also the employees of Bendigo Bank, who sort of to a person live and breed for the purpose of this organization. So with that, I'll hand back to Jacquie. Thank you.

Thank you, Rob. We'll now proceed to the items of business requiring voting by shareholders. The voting is now open on all items of business. So I hope that's working well for everyone online. Please submit your votes at any time during the meeting. The next 2 items of business relate to the reelection of Vicki Carter and the election of Richard Deutsch. Starting with Vicki, we are asking shareholders to consider any thought fit to pass as an ordinary resolution that Vicki Carter, who retires from office under Rule 72 of the bank's constitution, be reelected as a Director of the bank. I'd like to invite Vicki to address you in support of her reelection. So Vicki, could I ask you to address the shareholders?

Thank you. Thank you, Jacquie. It's been my absolute privilege to serve on the Board of Bendigo and Adelaide Bank for the past 3 years. The core purpose of the bank and its connection with community was one of the key reasons that I joined the Board. And really pleasingly, during my tender, I've seen -- tenure, sorry, I've seen that purpose come to life in the many ways that the organization supports its people, its customers and its shareholders. The bank's history is significant, and it is rich. But just important -- as importantly, we are setting the bank up for future success. I look forward to supporting the organization as we invest in our transformation to modernize our systems, improve efficiency and ensure that we connect with our customers in the years to come in contemporary in ways that are meaningful for them. I'm confident that I can continue to make a constructive contribution to the Board. And I believe that my recent experience in listed companies, leading the delivery of a multiyear transformation as well as leading a large retail banking network position me well to do so. I consider myself very fortunate that to be part of the capable and committed Board. And with support of you, our shareholders my reelection, I look forward to making an ongoing positive contribution on your behalf. Thank you.

Thank you, Vicki. We didn't receive any questions on this item ahead of the meeting. So we'll go straight to questions coming through the online platform and via telephone. Robert, have we got any questions on this item?

No, there are no questions for this item, Jacquie.

Okay. Thank you, Robert. With Vicki abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favor of Vicki's reelection. The direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening by telephone, the direct votes and proxies received as at the pre-voting cutoff time are 94.22% in favor of the resolution, 2.59% against the resolution, and 3.19% open votes. So now let us move on to the next item of business, where we're asking shareholders to consider any thought fit to pass as an ordinary resolution that Richard Deutsch, who retires from office under Rule 59 of the bank's constitution to be elected as a Director of the bank. I'd like to invite Richard to address you in support of his election. Richard?

Yes. Thank you, Jacquie, and thank you for the opportunity to talk briefly to the resolution. I'm talking to you all from Sydney, and I'd like to acknowledge the traditional owners of the land upon which I'm talking to who are the Gadigal people of the Eora Nation. And I'd too like to give a quick physical description of myself. I'm in a blue shirt with a green tie in a blue suit with a very short haircut and glasses. It's an absolute privilege to be at Bendigo and Adelaide Bank Board member. And should I be appointed by shareholders, I look forward to serving on the Board, bringing probably 3 key things: my strong sense of community, having worked a lot with not-for-profits and sharing some of those organizations like us harvest. I'm very keen to bring my audit experience on to the Audit Committee and continue the great work that Rob and the team have done. And listening to the session today, I want to continue to focus on sustainability driven by Rob and the Board to date. So thank you very much, Jacquie, for the opportunity to talk.

Thank you, Richard. We also didn't receive any questions in advance on this item ahead of the meeting. So Robert, I'll go straight to questions coming through online or via telephone. Robert?

We have no questions relating to this matter, Jacquie.

Thank you. With Richard abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favor of his election. The direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening by telephone, the direct votes and proxies received as at the pre-voting cutoff time are 95.29% in favor of the resolution, 1.48% against the resolution and 3.23% open votes. We'll now move on to Item 4. And I would like to reintroduce Tony Robinson, as Chair of Governance and HR Committee, and ask him to share a few words with you. Tony?

Thank you, Jacquie. For the benefit of those who are vision impaired or listening via telephone, I'm also happy to provide you with an audio description of myself, 60 pale and there's not much hair in slightly off-color gray suit and a white shirt and tie. So at the beginning of 2021, our executive remuneration arrangements were restructured. This reflected the need to make change to the remuneration arrangements in anticipation of the forthcoming APRA regulation on remuneration. But more importantly, the changes were made to recognize that the transformation program commenced by Bendigo Bank were needed to be supported by the remuneration packages of the executives. Under these new arrangements, the value of the prior year deferred base grant was converted to cash salary for executives except for the Managing Director. We saw an increase in cash salaries, but no change in total aggregate reward. Executives also received grants of loan-funded shares and performance rights in November 2020. As mentioned previously by both Marnie and Jacquie, our financial year 2021 financial results clearly illustrated that our multiyear strategy to reduce complexity, increase capability and tell our story is delivering strong results for our shareholders, customers, communities and staff. Consequently, a bonus pool was funded for salaried staff. However, short-term incentives were removed from the executive reward structure and therefore, no cash incentives were paid to executives. Following the end of the 2021 financial year, deferred base pay for the executives, including Marnie Baker, vested for executives, this was the final tranche of deferred base pay under the previous reward framework. For financial year 2019, long-term incentive grant was tested at the end of financial year 2021. We've continued to maintain our customer advocacy advantage over our peers, which resulted in performance rights with a customer hurdle vesting. The tranche with the relative total shareholder return measure did not vest. I would also like to note that during the year, the Managing Director and the nonexecutive directors elected to take a 10% reduction in the base remuneration for the period from the 1st of November 2020 through to the 30th of April 2021. This reflects the need for everyone to take a cautious approach and for everyone to be flexible through the early months of the COVID pandemic. As mentioned earlier, the bank completed a comprehensive review of our executive remuneration arrangements during financial year 2021. The objective of the review is to create a new executive remuneration framework which would firstly align with the bank's strategic imperatives to drive performance in areas that will create sustainable long-term shareholder value. Secondly, to support the bank's culture of sharing in collective success. And thirdly, to address evolving regulatory change support the bank's existing strong risk culture and provide for longer deferrals and clawback in line with the banking executive accountability regime and APRA's evolving requirements. Following the completion of the review, our new executive remuneration framework was implemented in the financial year 2021. The new framework is consistent with the Board's long-held view that remuneration structure, which are weighted towards short-term and individually focused performance are incompatible with the bank's strategy and risk and risk-creating poor culture and behavior. The primary incentive is in the form of a loan-funded share plan. Under the loan-funded share plan, participants are provided with a nonrecourse interest-free loan from the bank for the sole purpose of acquiring shares in the bank. This structure has similarities to an option plan in that most of the value to an executive is the product of the difference between the share price at grant date and the vesting date. Shares allocated on the loan-funded share plan are subject to a 4-year vesting period and satisfaction of 3 conditions: the first condition is that the performance conditions, which are tested at the end of the initial 2 years; the second condition is after testing the shares remain restricted until the end of the fourth year period and are subject to an assessment against an overall risk gateway at the end of that 4-year period; and finally, the third condition is that participants must remain employed with the group for the duration of the 4-year period. The selected performance conditions are aligned with our strategy to reduce costs measured through our cost-to-income ratio as well as achieve our cash earnings targets over the financial years '22 and '23, while we aim to continue to grow our market share and maintain our customer advocacy advantage over our peers. We will discuss these in a little more detail when we get to the resolution on Marnie's grant. The other part of the long-term incentive is a performance right granted to a 4-year relative -- linked to a 4-year relative total shareholder return. These performance rights only vest if the bank's total shareholder return is above the median of the group -- the peer group over the 4-year period, creating strong alignment with shareholders. As you may know, APRA has finalized its new Prudential Standard CPS 511 remuneration. The bank will review its arrangements against the new standard to determine what changes are required and bring these to shareholders in due course. And finally, more information about our remuneration framework and the composition of each of the grants being sought for our managing directors are outlined in the remuneration report. Jacquie?

Thank you, Tony. Moving now to the formal resolution as set out in Item 4 on today's agenda. Shareholders are asked to consider any thought fit to adopt the remuneration report for the bank as set out in the annual financial report for the financial year ended 30th of June 2021. I can confirm that while each of our directors has a personal interest in this resolution, the Board unanimously recommends that shareholders vote in favor of it. As you know, the vote on the remuneration report is advisory only and does not bind the company or the Board. However, the Board will take the outcome of today's vote into consideration when reviewing the rem and remuneration practices and policies of the bank. Robert, I'm aware we do have a number of pre-submitted questions on this one. Could you please read these out.

The next few questions on remuneration were similar, and these came from [ Mr. Hayes, Mr. Hardwick and Mr. and Mrs. Sinha. ] We'll read the question which captures the overarching sentiment from Mr. Hayes. He asked, how can executives justify the incomes you grant yourselves. You don't own the bank, the shareholders do?

Thank you very much for that group of shareholders. And a question I know is important to them. I think as Tony mentioned in his speech, the bank's approach to remuneration is balanced, and it's focused on both the creation of long-term value and the attraction of talented people to their roles. We review remuneration against and for our executives regularly to make sure they're aligned to the marketplace. And I can assure you, Mr. Hayes and others, shareholders that have asked questions on this item that relative to other companies in our sector, we do not pay excessive amounts to our executive at all. In addition, there were no increases in fixed base for executives in FY 2021. There were no short-term incentive payments and the Managing Director elected to take a 10% reduction in fixed rem for the 6-month period from November through to April -- November '20 through to April 2021. The Board also elected to take the same 10% reduction in fees for that 6 months. Look, I'd just say finally for anyone that wants more information on our FY '21 remuneration report, it is available. And I'd encourage you to look there for those seeking more detail. But just in summary, our executives are not paid excessively relative to the marketplace. And we, of course, do need to pay executives to be able to attract them to the bank to deliver the results. So that's always the balance that we're looking for. Robert, more -- do we have any more questions on this topic?

Yes, Jacquie, still on remuneration, [ Mr. and Mrs. Van Dolman and Ms. Lang ] asked similar questions. I will read Ms. Lang's question. What is the Board doing to create an equitable salary and pay structure for Bendigo, that is what is the multiple which relates to the lowest paid full-time employee to the highest? One does not exist without the other, and the lowest level is the face of the bank.

Yes, thank you for this question. I couldn't agree more, of course. But I'd also say that all of our people are valued by the banks. And there are different roles and responsibility for different positions. And just as there are differences in pay between different types of operational staff, whether they work in administration, in branches, in marketing or they're the CEO, what we do is we establish regional -- reasonable benchmarks rather to ensure we have the right person in place for the right job, and we pay them competitively for the role that they're being asked to do. Robert, do we have any more questions coming?

We have no further questions. Jacquie.

Thank you, Robert. Thank you for that. Okay. Just moving on, please. We are now heading to the resolution, the direct voting and proxy details received prior to the meeting for this resolution are now being displayed for your information. They are 93.22% in favor of the resolution, 3.55% against the resolution and 3.23% open votes. So thank you for voting on that one, everyone. The next matter to cover is item 5 in today's agenda. We're asking shareholders to consider and if thought fit to pass as an ordinary resolution the allocation of shares in the bank to the Managing Director, Ms. Marnie Baker, up to the maximum value of $2,550,000, together with the provision of a loan for that amount under the bank's loan-funded share plan and on the terms summarized in the explanatory notice in the Notice of Meeting. As mentioned earlier, the new executive reward framework has 2 separate equity grants. These equity grants represent a portion of the Managing Director's remuneration and are in addition to the base salary and deferred base. We believe these equity grants are an important part of that package and ensures that her total remuneration is aligned with shareholder outcomes. The first is the proposed grant of shares to Marnie Baker, the Managing Director, under the loan-funded share plan. This provides a loan, which is nonrecourse interest-free loan from the bank for the sole purpose of acquiring shares under the loan-funded share plan. The total loan value is $2,550,000. The grant is split into 4 equal tranches, each with different vesting conditions, including measures against the cost-to-income ratio, cash earnings, market growth and customer advocacy relative to the bank's Net Promoter Score. And further details of all this are set out in the notes in our notice of meeting. Robert, do we have any questions on this item, please?

There are no questions for this item, Jacquie.

Thank you, Robert. I think that concludes questions on -- or there are no questions on this item. So we'll continue on. I can confirm that the nonexecutive directors and the Board unanimously recommend that shareholders vote in favor of this resolution. The direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening by telephone, again, these details are 90.73% in favor of the resolution, 6.11% against the resolution and 3.16% open votes. The next item of business is item 6, where we ask shareholders to consider and if thought fit to pass as an ordinary resolution a grant of 24,519 performance rights to the Managing Director, Marnie Baker, under the bank's Omnibus Equity Plan on the terms summarized in the explanatory notes in the notice of meeting. The full year performance period of the grant runs from the 1st of July '21 to the 30th of June '25. The grant is linked to relative total shareholder returns and subject to risk and compliance gateway. Robert, do we have any questions on this item?

Yes, Jacquie. The next question is from [ Mr. Mengele ], who wants to know what is the Omnibus Equity Plan? And why does your Boards always want an allocation of shares and grant of performance rights when you are already paid to do a job? And further to this Mr. Mengele added regarding the items 5 and 6, people are paid to do a job. Why is allocation of share or granting of performance rights required?

Thank you, Mr. Mengele. Look, the shares allocated under the loan-funded share plan, which is item 5 of the notice of meeting and the performance rights, which is, I think, item 6 of the notice of meeting, their incentive plans that create an alignment between the Managing Director and other executives, their remuneration and shareholder outcomes, the shares under this loan-funded share plan, they only vest to the Managing Director if the bank meets key strategic objectives, and they're only valuable if the share price increases, as Marnie has to repay the loan that she was given and that was granted to purchase these shares. So the performance rights also only vest if shareholder returns outperform the market. So both these allocations are very aligned to shareholder outcomes. These kind of arrangements are consistent with market practice for ASX-listed companies and financial institutions. And as I mentioned before, they're required to compete to the skills that we require to manage the bank, and they are appropriate to attract and retain the skills that we need. Robert, are there any further questions?

Yes. The next question is from [ Mr. O'Rourke ]. And he asked what is the Omnibus Equity Plan? And where is the detail of voting item 7?

Thank you, Mr. O'Rourke. I think I've already -- hopefully, I've already covered off on the first part of your question. In reference to the second part, and we'll get to item 7 in a minute, that further details are in the Notice of Meeting, which is on our website. Robert, any further questions?

Yes. Our next question is from [ Mr. Wall ], who wrote, why are any shares being offered under performance rights? Last year, the dividends were stocked and the dividends this year are under the par before the suspension. So how can any performance shares even be thought of? These people are paid well to do the job.

Thank you, Mr. Wall. Look, I think this question is quite similar to the previous one from Mr. Mengele, so I'll refer you back to that answer and again, assure you that both these allocations are very aligned to shareholder outcomes as they are very aligned to share price outcomes. Robert, are there any further questions?

Jacquie, that concludes all of our pre-submitted questions, and we do not have any further questions from the online platform or telephone.

Thank you. Then I confirm that the nonexecutive directors of the Board unanimously recommend that shareholders vote in favor of this resolution. The direct voting and proxy details received prior to the meeting are now being displayed for your information. Again, for those on the telephone, these details are 91.81% in favor of the resolution, 5.01% against the resolution and 3.18% open votes. We'll now move on to item 7. Item 7 is the last formal item of the business for today. So I'll just remind you, if you have not already voted, can I please ask you to do so soon as voting will close at the conclusion of the meeting. So moving on to item 7. It asks shareholders to consider any thought fit to pass as a special resolution that the bank's constitution be altered as set out in the document made available on the bank's website, effective from the close of this meeting. There were 3 main changes we proposed to the bank's constitution. These were to allow the bank to hold general meetings of shareholders using virtual meeting technology, to require nominated and existing directors of the bank to meet certain eligibility criteria that may be prescribed by Australian law regulations or standards, including under the banking executive accountability regime and to introduce new proportional takeover approval provisions. We also wanted to take the opportunity to update the bank's constitution for a limited number of other minor and technical matters. And these matters are all listed in the notice of meeting. After we released the notice of meeting, we became aware of some reservations being expressed about company's holding virtual meetings. And while the proposed amendments would only have been used to cater for very highly unusual circumstances that happened at the last minute, we didn't want to jeopardize the adoption of the other proposed amendments to the bank's constitution given their importance to shareholders. So as such, on the 11th of October, the Board withdrew the proposed amendment related to Rule 38 of the constitution, which referred to virtual meetings. The items for the decision today therefore does not include the amendment to Rule 38. So for the last item of business, Robert, do we have any questions on this one, please?

Yes, Jacquie, we received 2 similar questions regarding the implementation of use of technology at AGMs. The first from Mr. and Mrs. Dickson and the second, which I'll put to the meeting from [ Mr. Phil Jake ]. There is no longer any need for Board and management to know the resolutions result as presentation material for AGM. They should be kept in the dark like all other shareholders until the last moment. Boardroom, I apologize -- the boardroom should display the results after the vote has been on each resolution. Item 7 resolution should be removed until the treasury review on the use of technology has been enacted.

Thank you very much for this question. Look, we believe in transparency of information related to AGM voting. So as per normal practice, we will continue to update shareholders on resolution results at the AGM. And for completeness, final results will, of course, also be lodged with the ASX later today. I think I previously answered the question related to virtual meetings and technologies. It was intended only to be used in very exceptional circumstances. I think I can say that the Board is -- we look forward to coming to Bendigo each year and meeting with shareholders. It's an activity that we like, we enjoy and we can't wait to do again. So for us, this potential resolution was simply to handle those black swan unusual events that we've seen in the last 2 years, but hope we will never see again. So we're very happy to take that one out. Robert, are there any more questions?

That concludes all of our presubmitted questions, Jacquie, and there are no further questions through the platform or telephone.

Thank you, Robert. I can confirm that the Board unanimously recommends that shareholders vote in favor of this resolution. The direct voting and the proxy details received prior to the meeting are now being displayed for your information. For those listening by telephone, these details are 95.24% in favor of the resolution, 1.52% against the resolution and 3.24% open votes. Thank you, everyone. We really appreciate your involvement today. That now concludes the items of business for today's meeting. So I will now close the voting. The results, as I said, of the votes will be released to the ASX later today. From here, I'd just like to say thank you very much for your attendance today at the Annual General Meeting of the Bendigo and Adelaide Bank. And I appreciate all your patience for us as we've had to do this the second time in a row online. I look forward and the rest of the directors very much look forward and sincerely hope to see you again in Bendigo next year. Until such time, please stay safe and stay in touch with us. I now declare the meeting closed. Thank you.