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

[Presentation]

Welcome Bendigo and Adelaide Bendigo Bank's 2022 Annual General Meeting. Now our Chair, Jacqueline Hey.

Good morning, everyone. I'm Jacquie Hey, Chair of the Bendigo and Adelaide Bank Board I'm also obviously a fellow shareholder of the bank. The time is just after 11:00 a.m., and we have a quorum. So I'm pleased to declare the bank's 2022 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 culture and community, and I pay my respects to elders past, present and emerging. I'm currently, and we're currently on the traditional lands of the Dja Dja Wurrung and the Taungurung peoples of the Kulin Nation, the traditional custodians of this land and the water ways, including the Loddon and Avoca Rivers in the Bendigo region. The video that you just saw, which outlined our collaboration with Yorta Yorta and Dja Dja Wurrung Artist, Troy Firebrace, has formed part of the significant work we've undertaken over the last 12 months to create the bank's first reconciliation action plan, which has received conditional endorsement from Reconciliation Australia and will be published early next year. I would like to welcome and thank each and every one of you joining us today. We're very grateful and appreciative that we can present the bank's Annual General Meeting in-person today after a couple of years' break, and we thank you for your time. For those of us who are joining remotely who are deaf or hard of hearing, closed captions are provided. However, to activate those, you will need to click CC button on your screen. A hearing loop is available here in the capital theater for any of those who need it. And for those who are vision impaired or listening via telephone, I'm happy to provide you with an audio description of where we are. So we're in the beautiful capital theater. I'm standing at a lectern. I have straight light colored hair, and I'm wearing a light blue jacket. In the background, there's a large image of the Bendigo Bank logo and some very excited people, and we have a terrific audience here with us in the capital. Alongside me are Marnie Baker, our CEO and Managing Director and each of our directors, and I'll introduce each one of them to you. So Marnie is the bank's Managing Director. She grew up on a dairy farm in Kahuna, lives on the traditional lands of the Dja Dja Wurrung and is a Bendigo local. Marnie has over 30 years experience in the financial services industry. She's been with the bank since 1989, and she brings to the Board a very strong 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 also obviously a shareholder of the bank as are all your directors. Richard Deutsch is seated beside Marnie. Richard joined the Board in September 2021, and he's been the Chair of the Board Audit Committee since the last AGM. He's also a member of our Board Financial Risk Committee. Richard lives on the traditional lands of the Bidjigal and Gadigal people of the Eora Nation in Sydney. He brings extensive experience delivering complex audit and advisory services to Australia's leading public, private, government and not-for-profit organizations. And he's been a partner at both PwC and Deloitte. Richard most recently served as CEO of Deloitte Australia and was a member of their global audit and advisory leadership team. He's actually also Chair of the Charity Movember, which explains why he doesn't look like he's quite shaved this morning but terrific charity and well done, Richard. Next to him is David Foster. David is from the beautiful Gubbi Gubbi traditional lands of the Sunshine Coast. He's Chair of our Board Financial Risk Committee and a member of the Board, People, Culture and Transformation Committee. He's a highly skilled and experienced non-executive director with a different portfolio across a range of listed and government organizations. David's executive career, which has been primarily in financial services spanned more than 25 years, including as CEO of Suncorp Bank. He's got demonstrated experience in strategy, mergers and acquisitions, operational leadership, finance and change management. David is seeking reelection today, so he will address you later in the meeting. He's a significant contributor to the Board, and we look forward to his ongoing commitment to the bank if reelected today. Next to David is Vicki Carter. Vicki joined the Board in 2018. She lives on the traditional lands of the Boonwurrung people of the Southeast Kulin nation located in Melbourne. Vicki has enjoyed a stellar career primarily in financial services and more recently in technology. She has extensive skills in large-scale people leadership, products and sales management, transformation delivery and risk management. Vicki has held executive and senior management roles at Telstra, NAB, MLC, ING and Prudential Assurance. She's currently Chair of the Board People Culture and Transformation Committee and a member of the Board Risk Committee. Next, we have Jim Hazel. Jim lives on the traditional lands of the Kaurna people near Adelaide. He's highly skilled with extensive experience in banking, finance and risk management. He's got a comprehensive understanding of regional and rural interests and valuable insights into the challenges faced by Australia's aging population and the retirement housing sector. Jim is a member of both the Board Financial Risk Committee and the Board Risk Committee. Next to him is David Matthews. David is a farmer and runs an agricultural import export business based in the Wimmera region, which are the traditional lands of the Wotjobaluk, Jaadwa, Jadawadjali, Wergaia Jupagulk nations. David has a deep understanding of Australia's agricultural sector and its importance to the economy and to our future. He's also a member of the Board Audit and the Board Financial Risk Committee. David is Chair of our bank's Rural Advisory Committee and a member of the Community Bank National Council. He is a strong advocate and has been for some time of our Community Bank model, which had its beginnings in the 1990s in his hometown of Rupanyup. David's also seeking reelection today. He is a seasoned veteran of the bank Board, and this term will be his last if he's reelected. David will also present to you later in the proceedings. Next, we have Victoria Weekes. Victoria lives on the traditional lands of the Wangal people of the Eora Nation in Sydney. She joined the Board in February of this year and is seeking to be elected to the Board by shareholders today. She's currently Chair of the Board Risk Committee and a member of the Board Audit Committee. Victoria has over 35 years experience in financial services and has led several large organizations through complex operating environments and periods of significant change. She's held executive roles with major Australian listed companies and multinationals, including Westpac, Citi and Jarden Morgan, who's now CS First Boston. Victoria's significant experience in risk management, regulation and compliance has already been of great value to the Board and will continue to be if elected today. You'll hear also from Victoria later. And finally, last but not, certainly not least, Alistair Muir lives on the traditional lands of the Bidjigal and Gadigal Peoples of the Eora nation, the custodians of the Eastern Sydney coastal area. Alistair is the newest member of the Board and is seeking to be elected to the Board by shareholders today. He was appointed in September and he's already a member of the Board, People, Culture and Transformation and Board Risk Committees. Alistair's appointment is an exciting one as it demonstrates the bank's strong commitment to digital and technological transformation and innovative solutions for customers. He's worked with many ASX 50 and Fortune 500 companies to successfully launch new digital products and ventures. Alistair will address you later in the proceedings today. I'd also like to acknowledge that we have in attendance today the bank's executive members as well as Tim Dring and Clare Sporle from EY, who are the bank's lead audit partners; and Will Conlan, our Company Secretary, sitting down the front here. Also in attendance is Steve Hodkin who's acting as the returning officer for this meeting. He's from our share registry service provider Boardroom. Our General Manager, Corporate and Public Affairs, Robert Musgrove will assist me by asking some questions today and introducing shareholders who want to ask questions in real time. Robert is now going to outline the formalities for today's meetings. So you'll hear his voice coming through in a minute.

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'd 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 that the meeting is conducted in the interest of all attending shareholders. Also, as today's meeting is being conducted in a hybrid manner, 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 we have the best opportunity to hear from our shareholders, we welcome in-person questions from those attending as well as written and audio questions through the online Lumi facility. Today's Notice of Meeting contains details of how questions may be submitted. You may submit questions at any time, though if they concern a particular resolution, we will 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 begin by reading aloud written questions submitted by shareholders. We will then move to questions from those present. For shareholders who would like to ask a question and have joined us online, you will be placed in a queue. And at the appropriate time, I will read out your written question or invite you to ask your audio question. I will introduce each shareholder by stating their name or company name. Pleasingly, I can confirm that we again received many questions from shareholders ahead of the meeting. Thank you to each and every one of you for taking the time to write these and send them in. We've carefully considered all of your questions, and they 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. For those shareholders attending online, 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. Registered holders of the bank's ordinary shares at 7:00 p.m. Australian Eastern Daylight Time on Sunday, the 6th of November 2022 are eligible to participate in today's meeting and vote on all of the items of business to be considered at the meeting. Guests are not permitted to vote or ask questions. Those eligible shareholders in attendance in person here at the capital today will have registered to vote at the registration desk when you entered the venue today. Shareholders have been issued with a yellow voting card. If you require any assistance with voting, please see our share registry representatives from Boardroom outside this room. For those eligible shareholders attending and voting virtually, you can join the meeting using the information displayed on the screen now at web.lumiagm.com/309859902 using any web browser on a computer, tablet or smartphone device. Please then enter the unique 9-digit meeting ID 309-859-902, select join and log in using your voting access card and password. For more detailed information on all of this, please refer to our how to participate in the AGM guide, which is available on our website at bendigoadelaide.com.au/AGM2022, 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, Jacquie.

Thanks, Robert. For those who are in the auditorium, you may be wondering why there was a whole lot of information there. We do have people joining us online via telephone and streaming online and watching online. And so questions will be coming in, in different ways and voting will happen in different ways. So for those in the auditorium, thank you for your patience as we explain to others joining us how they can be involved. So I'll now get on and present my address, and then I'll hand over to Marnie, who will do the same. And I do want to reiterate, it is an absolute pleasure to be back with you today to chair the bank's first in-person AGM since 2019 and its first-ever hybrid AGM, as I described to you just then. It's fantastic to see shareholders back in person here in front of us at the capital this morning, and I again, offer a very warm welcome to you and to those of us -- you joining us virtually today. Since your Board last appeared before you in-person, which was October 2019, the world and Australia has changed irrevocably, bushfires, COVID-19 pandemic and numerous flood events have all contributed to a really tumultuous few years and a significant period of uncertainty, both for people and for the economy. It's devastating to see the impact these recent floods have had on people, on families and on communities across Australia, and they're still happening in New South Wales, and particularly my heart goes out to those right here in Central and Northern Victoria, who are being affected as we speak. And it's important, I think, for all of us to remember that the hard work of rebuilding is only just beginning or only just being thought about in some cases. As always, our bank stands ready to provide help where we can to ensure the long-term recovery of these flood-affected areas in line with our enduring commitment to the well-being of all Australian communities. Moving on to financial matters. As I mentioned to you as shareholders in our 2022 financial report, despite these uncertainties and challenges, your bank has continued to adapt and find new ways to be Australia's bank of choice. Pleasingly, this resulted in a solid financial year 2022 performance with the bank delivering cash earnings after tax of more than $500 million for our very first time in history. Over the course of the year, our capital levels continued to rise, reflecting the strength of our business and the value of our considered and thoughtful stewardship. Our common equity Tier 1 ratio, which is our financial buffers and a key measure of our financial strength, rose 11 basis points over the last financial year to 9.68% at the 30th of June. Our Pillar 3 capital disclosure, which is an ASX disclosure that was released this morning, showed a continuing strengthening of our capital position with our common equity Tier 1 ratio rising another 8 basis points to 9.76%. As a result, we're cautiously optimistic about financial year 2023, but we will remain prudently provisioned as we need to be to reflect these current uncertain economic conditions. Our solid financial performance also enabled the Board's declaration of a final dividend of $0.265 per share, taking the fully franked full year dividend to $0.53 per share, a rise of 6% since financial year '21. Turning now to ESG. Our commitment to build a more sustainable and environmentally friendly future for our entire community continued over the last year. We released the bank's second sustainability and climate-related financial disclosure reports. And these reports outline in detail how the bank successfully delivered on its year 2 climate change action plan, including completing its transition risk scenario analysis, embedding its ESG governance framework and maintaining our carbon-neutral certification. It also details the solid progress we made on a number of important initiatives, including the expansion of our on-site solar rooftop installation program to build and include more than 50 branches and offices as well as commencement of our electric vehicle pilot program. We're equally pleased to report that the bank is now more than halfway towards meeting its target to reduce its own absolute emissions by 50% by 2030. This year, the bank also commenced estimating its financed emissions and disclosed these publicly for the first time in our TCFD report. These are known as our Scope 3 emissions and an example of this is the emissions from the customers we finance as a bank. And whilst the bank's financed emissions are almost 50x greater than our own operational emissions, they are well below the global banking sector's average, which is in a large part, explained by our previously announced customer areas that we do not serve. We note the accelerated pace of change in the domestic and the global ESG landscape and our reporting reflects our growing maturity. In the year ahead, you will see the bank continue to develop an increasingly sophisticated approach to managing our important ESG topics, which will build on our next scheduled materiality review, which will occur early in 2023. We will continue to listen and learn and to develop and publish transparently our plan and then to deliver against it. Another aspect of ESG. We're proud to be 1 of only 2 ASX 100 companies with both a female CEO and Chair. And we believe that the bank is well progressed in its thinking and action on gender equality. The Board recently approved the bank's new 3-year diversity and inclusion strategy, and we also signed up to HESTA's 40-40 Vision, an initiative which calls for a public commitment to achieve at least 40% women, 40% men and 20% of any gender in executive leadership by 2030. As we look ahead, we know we also need to continue to invest in the next generation of leaders. Established in 2007, the bank's scholarship program, which is one of the country's leading privately funded scholarship programs, has provided more than $11 million to almost 1,400 rural, regional and indigenous students to help alleviate the financial burden that they see when they embark on a tertiary education. It's now in its 16th year and the scholarships, which are primarily funded by our nationwide community bank network can be used by recipients to help finance the cost of travel or accommodation or tutoring course material, study equipment, anything that helps them settle into and be successful in university. As well as our important work on ESG and on nurturing the leaders of tomorrow, the Board has also continued to prepare itself for what lies ahead. Since last year's meeting, we've made 2 new appointments to our Board being Victoria Weekes and Alistair Muir. And as I mentioned, they're both standing for election by shareholders at today's meeting, so I'll formally introduce them to you again later in the agenda. This year also saw the departure from our Board of Non-Executive Director, Jan Harris, who retired as a Director of the bank in September 2022. Together with my fellow directors, I'd like to acknowledge and thank Jan for her significant and lasting contribution. She was an outstanding Director who served the Board and its shareholders with enthusiasm, diligence and dedication. On behalf of the Board, I'd also like to take this opportunity to address you, our shareholders, regarding comments made by Suncorp Bank at their AGM in late September in relation to its proposed sale to the ANZ Banking Group. While our bank remains firmly focused on its organic growth strategy, it does from time to time, consider mergers and acquisitions that will create value for shareholders and for customers. And whilst normally, we do not comment on these type of activities in the normal course of business, it's not something we would make a comment on, but this one is public, and we do believe it's important our shareholders are fully aware that Suncorp avoided engagement with our bank despite repeated approaches and instead announced a transaction with a big 4 bank. We believe this will only further entrench Australia's banking oligopoly and provide suboptimal outcomes for customers and for communities. The proposed sale of Suncorp to ANZ Banking Group is still to be approved by the relevant federal and state governments and the ACCC, and we await their respective decisions with interest. Regardless of the outcome of that process, we remain focused on the significant organic opportunities available to us as we pursue our strategy to be Australia's bank of choice. We remain well positioned to support all of our stakeholders and to adapt to the ever-changing macro environment as the bank has done many times throughout its 164-year history. Through continued investment in our systems via our transformation program and improvement of risk management frameworks via our program we call Ben+, as we become a bigger, better and stronger bank. Before I conclude my address, I personally and on behalf of the Board, do want to express our thanks to you, our shareholders, for your continued support and loyalty. We know we don't exist without you, so it's something that we do not take for granted. Finally, and also importantly, I'd like to thank all our people and our partners across the country who have worked tirelessly throughout this year to directly support our more than 2.2 million customers. Their work is hugely valued by the Board, and we wholeheartedly thank them. And we thank every one of them for everything they do every single day. Thank you for your attention. I look forward to having the opportunity to -- I very much actually look forward to having the opportunity to chat informally with some of you over a cup of tea and a sandwich after the formalities of today's meeting have been completed because we haven't been able to do that recently. So I'm excited about that. I don't know about you, but I'll now invite Marnie to make her address, we'll play a short video while she makes her way to the lectern. [Presentation]

Good morning, everyone. It is my pleasure to be here today as well, and it's just wonderful to see so many people here in the capital theater. For the benefit of those who are vision impaired or listening via the telephone, I too, am happy to provide an audio description of myself. I am of average height, pale complexion with long straight brown hair, and I am wearing a dark green jacket and white blouse. I had the opportunity while Jacquie was speaking just to peruse the crowd here, and I would like to just also call out that, and I hope I don't leave anyone out here. It's the danger of doing this, but I would like to just acknowledge that we have 2 of our past chairs in the audience too in Robert Johanson and Richard Guy. So welcome. I know you will be critiquing the Board as we actually go through today. As Jacquie noted, I am based in Bendigo and grew up in regional Victoria. And Jacquie mentioned our heartfelt -- our hearts go out to those affected by the recent floods. And it is heartbreaking to see that impact around the country that its having on families and homes and businesses, and including many here in Northern and Central Victoria, where I'm located. We do know from experience that this is just the beginning of a long road to recovery for many of the people whose homes and farms have been inundated. We also know those affected need support swiftly, which is why we have, we are the first bank to activate our assistance package, offering loan deferrals and fee waivers to customers affected by the floods. And as the magnitude of the devastation became clearer, we're also the first bank to extend loan deferrals out to 6 months for eligible agri business customers. The bank has and we'll continue to support customers affected by floods and other events in many ways. Our Rural Finance division will oversee the Victorian State Government's relief program for primary producers, while our charitable arm, Community Enterprise Foundation has launched a Victorian flood appeal to support those most affected. For those of you who are eager to help, I do encourage you to donate through any one of our branches, Australia-wide or via our website. We know our communities will need lots of support to aid their recovery over the immediate, medium and long term. And in line with our more than 164-year commitment to support Australian communities, our bank stands ready, as always, to support those experiencing the toughest of times. When I further reflect on the past financial year, I am reminded of the other significant challenge our bank has faced. And that's the persistent impact of the COVID-19 pandemic, which continued to affect the livelihood of our customers, their communities and in turn, our own operations. The autumn and winter months were dominated by rising COVID-19 cases and a seasonal influenza outbreak, which contributed to an increase in temporary closures across our branch network. This did impact businesses everywhere, but across our branch network, we -- as we managed and tried to mitigate the risk posed to our staff and customers from COVID-19. I would like to take the opportunity, though, to thank our customers for their patience and understanding for any of the inconvenience that was felt during this time. As I mentioned in my letter to you in our 2022 annual financial report, viewed through this lens, our bank's performance in financial year 2022 against both financial and nonfinancial metrics, was a credit to the outstanding work of every one of our employees across the country. We successfully delivered on what we promised in a difficult and competitive environment by growing loans and deposits and customer numbers while simultaneously reducing costs, improving our cost-to-income ratio, maintaining a strong balance sheet, preserving our credit quality and producing a record cash earnings result. As stated at our full year results for financial year 2022, we continue to strike a balance between managing volumes and margins, targeting sustainable revenue growth as system credit growth slows. The rising interest rate environment is providing NIM tailwinds or net interest margin, tailwinds. And they're providing those tailwinds to the banking industry and to ourselves. Our focus on costs has not wavered against the backdrop of rising inflation, and we are managing for positive jaws and a further reduction in our cost-to-income ratio towards our stated target of towards 50% in the medium term. Credit expenses remain benign, reflecting the quality of the portfolio and where we are in the credit cycle. And we will continue to monitor our portfolio carefully as we expect credit expenses to trend back towards long-term averages over time. Our financial year 2022 performances further evidence our strategy and our strategic imperatives to reduce complexity, invest in capability and tell our story are working. We remain Australia's most trusted bank with the most satisfied home loan customers in the country. And with Net Promoter Scores the envy of our competitors. Our vision to be Australia's bank of choice remains unchanged. And we believe our success is driven by our stated purpose to feed into the prosperity of our customers and communities, not off them. It's this unique sense of purpose, combined with our people's dedication to putting our customers at the very center of everything they do that continues to set us apart from other financial institutions. As we face into new challenges, I'll remind myself and the team that it has never been more important to continue to focus on and improve the aspects of our business, which we can control, namely our vision, our focus on customers and the community and the execution of our strategy. In line with this commitment, in February this year, we combined our business and agribusiness divisions and confirmed a refreshed and accomplished executive team. This included the appointments of Andrew Morgan as Chief Financial Officer; and Adam Rowse as Chief Customer Officer, Business and Agri Business Banking, and both of whom are in the audience this morning along with the remainder of the executive team. Bruce Speirs, an existing member of the executive team was appointed Chief Operating Officer. I would also just like to take this opportunity to formally thank Alexandra Gartmann, and Travis Crouch, who both stepped down as executives during the year for their substantial contributions they both made to the bank. As previously outlined by Jacquie, financial year 2022 was a significant year for the bank's ESG and sustainability approach as we made important advancements with our ESG agenda. Our determination to succeed in this area is complemented by our commitment to strengthening communities through our unique community bank model. Since the model's inception in 1998, our Community Bank partners have returned more than $292 million to local communities and initiatives Australia-wide. And this continued in the last financial year with our Community Bank model recording strong customer and deposit growth, which were positive contributors to our performance and, in turn, helped to benefit countless communities across the country by providing new infrastructure, invigorating local activity and strengthening the social and economic fabric of the places we call home. I look forward to continuing to work closely with our Community Bank partners as we take what is special and unique to our Community Bank model and reimagine it for a digital world, ultimately ensuring its success and relevance for many years to come. While much has changed in the world of banking, I believe there will always be consumer appetite for a genuine and competitive community-minded alternative, one that is digital by design, but human when it matters. In recognition of this and the need for our bank to continually evolve to better meet our customers' ever-changing expectations, our organizational and digital transformation continued to gather pace during the year. Year-on-year, the bank reduced the number of core banking systems and technology applications. We increased the volume of cloud-based applications and delivered more sales via digital channels. We also significantly grew our digital customer base. Last November, the bank also completed the acquisition of Melbourne-based fintech Ferocia, which has allowed the bank to consolidate ownership of Up, Australia's highest-rated banking app and deliver its flagship digital home loan product, Up Home. With close to 600,000 customers and over $1 billion in deposits, Up is empowering a new generation of savers and adding an important demographic to the bank's customer base at a lower cost of acquisition. Up Home, our recently launched digital home loan offering, has to date approved $37.6 million and settled $17.7 million. Our BEN Express digital home loan product, powered by home loan approvals platform, Tic:Toc, settled more than $50 million in loans in the last financial year. And providing this level of growth continues into the current financial year, we could see as much as $200 million in loans settled through this channel over the next 12 months. In addition, our commitment to creating connected seamless customer experiences was further heightened just last month. When we became one of the first Australian banks to roll out the new PayTo digital payment service to our Bendigo Bank customers. The swift rollout of the PayTo service, which allows customers to better manage their payments through their online banking app is another example of the progress being made on the bank's digital transformation, which remains focused on delivering and embedding digital capabilities and reducing complexity. A tighter focus on returns, execution, sustainable growth and leveraging the investments made to date will drive the next phase of our transformation program, so we can continue to improve our overall returns for you, our shareholders. While the opportunities presented by the digitization of services are considerable, we have been reminded in recent weeks, the risks of getting it wrong are commensurate. You're all likely to be aware of the recent cybersecurity breaches at various companies, which have affected millions of Australians. While our systems were not compromised by these breaches, they have underlined the pivotal role our team of technology and cyber specialists play in protecting our customers shareholders and communities from the impacts of cyber crime. We take cybersecurity very seriously, and we remain vigilant and on high alert about cyber attacks. It is an important role that we play in managing risks on behalf of our customers. As we grow, it is important the bank continues its investments in this area and delivers increasingly mature risk management practices. We know that this is critical to making us a better bank and continuing to hold the trust of all our stakeholders. As 2023 approaches, a combination of growing inflationary pressures, rising interest rates and wages, a tight jobs market and general global uncertainty means the economic outlook remains complex, challenging and in flux. Cash rate increases from the Reserve Bank are beginning to have an impact on property values. And in some markets -- in some markets, and we can expect credit growth to moderate, and competition to remain intense. Taking these headwinds into account, we will continue to manage our costs diligently, and focus on strengthening the returns we derive from our investments so we can continue to future-proof our business and improve our overall returns to you, our shareholders. To deliver these returns, we must continue to execute on our strategy, and I am confident of our highly capable team guided by our refreshed executive leadership group just so that we can continue to meet and exceed the expectations of our customers and all other stakeholders. We remain, as we have always been, a bank with heart and heritage, and we stand united in our purpose of feeding into the prosperity of the community, not off it. Over the course of the past year, we lost 2 people, who I had the privilege to work with in the early part of my career and who personified this purpose. Given that we're here today in Bendigo, in person, I'd like to say a few words about them as they will be well known to many in the audience and were regular attendees at our AGMs. In April earlier this year, Brian Thomas, a former Deputy Chairman of Bendigo Bank passed away at the age of 95 million. Brian was the driving force behind several key acquisitions, the initial expansion of our branch network, and he also oversaw the bank's earliest forays into technology, which would later become a hallmark of the group. Brian was thoughtful, considerate, respectful and respected. He had a strong sense of ethics as well as what was needed to ensure the organization was financially strong and able to withstand difficult times. In September, Doug Laity, one of Bendigo Bank's longest serving and most loved employees also passed away aged 90. Doug's career with the organization spanned 48 years, and his service was formally recognized in 2006 when one of the laneways adjacent to the Bendigo Center was named Laity Lane in his honor. Doug knew everybody by name and made every customer feel special. He was well known in Bendigo as Mr. Bendigo and his personal approach to banking laid the foundations for how we treat our customers today, putting them at the center of everything that we do. It is important we acknowledge both men today and their contributions to our organization. And we offer our condolences to the families of both Brian Thomas and Doug Laity. 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 7,000 staff spread right across the country who have done a fantastic job again this year to provide our customers with the best possible experience in what has been sometimes trying circumstances. We thank our partners and suppliers for the support and capability and knowledge you provide our business. The Board for your ongoing support and guidance. And you, our shareholders, for providing us with a strong backing and support for our vision and multiyear growth and transformation strategy. So thank you for your time today, and I, too, look forward to speaking with many of you at the conclusion of this meeting. Thank you.

Thank you, Marnie. I'll now turn to the formal business of the meeting. The first item relates to the bank's financial report, directors' report and independent Auditors' Report for the financial year ended 30th of June 2022. The 2022 annual financial report was made available to shareholders in September. Our external auditors, Ernst & Young, issued an unqualified opinion on the financial report. I note there's no requirement for shareholders to vote on this item of business. Ahead of this meeting, shareholders were provided with the opportunity to submit written questions to the auditor about the content of the Auditors' Report and the conduct of the audit of the annual financial report. I'll now shortly take any general questions on the reports, other general matters or questions to the auditors. Given this is a hybrid meeting, I'll rotate between shareholder questions submitted in advance, shareholders' questions from those here in the auditorium or the theater and questions that are coming in online. So Robert, could we begin with some of the most common questions that were submitted in advance.

Thank you, Jacquie. I preface my announcement of these questions by saying some have been adjusted slightly for reading ease and similar questions grouped for brevity. Several shareholders pre-submitted questions relating to our branch network. These shareholders included [ Mr. James McCracken, Mr. Alfred and Mrs. Helen Hess ], the Bishop Super Fund, Denstone Investments Proprietary Limited, [ Mr. John Ryall, Mr. Graham Peck, Ms. Sandra Elis-Nock and Mr. Ronald Davis ]. And the question for Mr. Davis best captured the shared themes of these questions when he asked the big 4 banks are closing branches and giving redundancy to staff, how are we traveling are we to close branches? I know a lot of people never go to a branch of the bank Internet banking.

Look, thank you to all those shareholders. Obviously, this is an important point to our shareholders, and I'm not surprised we got a number of questions about it. You're right, all these people that have asked similar themes of the same question about branches. Our customers are continuing to change their banking habits in line with latest advances in technology. And this means that we do have to think about and have a regular review of our physical branch network and how customers want to and are transacting with us to ensure we meet those evolving needs. I think it's important, and let me be super clear, though, that branches remain a critical part of our retail distribution strategy and they provide a significant base for our customers and for our community connection. So we're very committed and actually quite proud of the role we play in communities right across Australia, and branches are an important part of that, but it doesn't mean that there won't ever be any change. So that I think in shareholders are fully informed, I think it's good that you have the facts. So in the financial year 2022, 7 corporate branches, 6 community branches and 2 Delphi branches were closed. We did open 1 new branch in Gerringong in New South Wales that was opened. But as of today, we have 131 corporate branches, 301 community branches and 8 Delphi branches. So we absolutely punch above our weight when it comes to the number of branches. And while we, of course, shouldn't do service those living in CBDs, we have the majority of our branches located in regional and remote Australia. So we continue to service well and in person, regional and rural Australia. We also have more branches per customer population than any other bank in Australia, including the major banks. So whilst honestly we don't know what the optimal number of branches in the future is, we do know that more customers are choosing to do some of their banking online. So we will continue that careful balance of our ongoing investment to ensure we have the right amount investing in both physical and in digital infrastructure, so physical being the branches and digital being online. Any decisions we make on future changes to our branch footprint and whether that's adding, closing, remodeling existing branches, but any decisions we make will continue to be made on a case-by-case basis, and we'll continue to consider the consumer and customer banking habits, the community needs and other local stakeholder requirements. I really encourage customers who are reliant on branches to keep talking to your friends and family about it and make sure that as many as possible users go into those branches and do their banking in there. And if that happens, then, of course, we're going to continue to keep more and more branches open. We're acutely aware of our social license to operate as a bank, but this does have to be balanced with the commercial returns expected by our shareholders. So we'll continue to hopefully get this balance right as we go forward. Robert, next question.

Thank you, Jacquie. Shareholders, [ Mr. Andrew Wesley and Mr. Robert Henlin ], both pre-submitted similar questions in relation to our Community Bank model. [ Mr. Henlin ] asks, what is Bendigo's direction for community banks? We see all banks, including Bendigo closing branches, but the community ideals are to provide banking to small communities. Are you going to be like the big 4? You have tried so hard over the last 6 years to promote being the fifth biggest bank in Australia, but I know from talking to people, no one really knows. Bendigo used to be the best small bank in Australia. Is this not better than being the fifth biggest?

Thank you for that question. So a very relevant one and a very good one. To be totally clear, our references to being the better big bank is that, to be clear to our customers that we do offer a wide array of needed banking products and services to people, to house owners, to farmers, to small business operators. So that's the reason for us having that tagline and being clear that we are a better big bank, and we do offer all those services. It's definitely not to say that we want to be like the big 4, quite the opposite, in fact. We remain very resolute in our commitment to strengthening our communities through our unique Community Bank model, which Marnie talked about a bit earlier. It's interesting to note, I think, since our model's inception in 1998, our Community Bank partners have returned more than $290 million to local communities and initiatives Australia-wide. And I know Marnie said that, I repeat that because I think it's a very important and impressive statistic. This continued again into financial year 2022, and our Community Bank model recorded some strong customer and deposit growth, which, in turn, helps them benefit countless communities across the country by providing that new infrastructure by invigorating local activity, by strengthening the social and the economic fabric of the places that we all call home. So next year, we'll celebrate 25 years since the opening of our first Community Bank in Rupanyup Minyip. And I look forward to continuing to work closely with our Community Bank partners. We'll continue to evolve this model and ensure it remains successful for the next 25 years. Ultimately, our aim is to take what's special and unique to our Community Bank model over the last 25 years and to also apply it and reimagine it for a digital world, in essence, one that's digital by design and human when it matters. While not much what one -- well, quite a lot actually has changed in the world of banking, some things won't change, and this won't. I believe there will always be consumer appetite and customer appetite for a genuine and a competitive community-minded alternative, and we'll continue to provide that. So we will -- as all of our people know and as all of our customers like, we will continue to help them that way to achieve their financial goals, where Australia is better big bank and the most trusted and our vision remains to be Australia's Bank of choice, underpinned by a purpose to feed into customer and community prosperity, not off it. So hopefully, I've answered the concerns in that question. Thank you, Robert. Next question, please.

Thank you, Jacquie. 4 shareholders, [ Mr. Jason Evrell, Mr. Lyle Geyer, Ms. Sandra Hill and Ms. Christine Corby ], submitted questions in relation to the bank's share price performance and shareholder dividend returns [ Mr. Michael Sanderford ], also asks, will the Board thank shareholders for their loyalty?

Again, thank you for those shareholders for your questions and a very obvious 1 to ask today. So thank you for that. Marnie and I both expressed our gratitude to you, our shareholders, for your continued support and loyalty. And I'd like to take the opportunity to do this once again. It isn't something we take for granted. I suspect, however, that these questions were more focused on financial thanks than just a word of thanks. So let me address that. As shareholders ourselves, your entire Board would obviously prefer the share price to always go up and to never go down, but we do recognize that it moves both ways, particularly in these volatile times. And when reflecting on the share price, we do need to make considerations for what's going on in the world, the immediate and the ongoing uncertainties in the share market and the economy as a whole. We all know we're currently experiencing this. And the bank is not immune to these uncertainties. But what's within our control is that we continue to focus on delivering positive results, and that's what we will do. Over the last 12 months to Friday, the 28th of October, sort of Friday, a week ago, which is the last time I had a comparison update, the bank had produced the second best total shareholder return amongst Australia's 6 largest banks. And over the same time, we also outperformed the ASX 100 -- the ASX200, in fact, now that I think about it. And with regards to our dividend payments, we, as I mentioned in my speech, had a final dividend, bringing up to $0.53 a share, which was a 6% increase on last year. So from a share price and a dividend perspective, we always want to do more. And I know you will always want more, but I think it's a pretty impressive return over the last year. When we do think about dividends going ahead, your Board always needs to consider that appropriate balance between continuing to provide strong returns to our shareholders in the short term but also continuing to fund our asset growth, fund value-adding investments, which will provide those improved returns over the medium and the long term. And it is always a balance, and that balance needs to be considered each and every time we declare a dividend. So Robert, I think we might move from pre-submitted questions and see if we have any questions in the audience in the capital theater.

Certainly, Jacquie. Colin Brady, who works in our Managing Directors office is in the audience and ready to facilitate questions from shareholders and proxy holders who are present. I now invite shareholders or proxy holders to move to the microphone to submit questions. Please show your shareholder or proxy holder card and provide your full name, so you can be introduced to the meeting.

Jacquie, our first question from the floor is from [ Robert Pelle ].

Okay. Thank you. Yes. I have been a Bendigo Bank investor right back to the original days of the Bendigo Building Society. I do agree that the Bendigo Bank is fast becoming Australia's most trusted and responsible bank. I do appreciate that the bank's philanthropic initiatives regarding scholarships, solar transformation and various other initiatives. However, I wish to remind all Board members that I don't see many Elon Musks in the audience today. Investors here today are mostly modest investors. And so the Board must first consider the share value and the dividend returns as their core enterprise for its hundreds of thousands of small and medium value shareholders. Could you please comment on these thoughts?

Thank you very much for your thoughts, and they're good ones. And let me be clear. We do talk a lot about our initiatives that we're doing in climate, in indigenous, in gender equality, in inclusion because they're important societal issues today. And we'll continue to talk about that, and we'll continue to do the right thing there. When we're talking about investments in community, a lot of those investments, and I used an example of the scholarships, come through our community banks. And we're in partnership with them. And the partnership is set up to allow them to run banks and then we share the return of their branches, half of which goes to investing in their local communities and half of which goes back to profit. And then we run our bank as well, all of which comes back to profit to the bank. So we have a very mixed lot of stakeholders that we need to manage, but your Board is very clear that our role here is on behalf of shareholders, and we certainly look at dividends. And as I talked about, we need to balance them. The balance is not should we give more elsewhere and less to you. It's how do we make sure this bank 164-year-old bank, and I'm sure you didn't bank from day 1. I'm looking at your age. But I appreciate you being with us for a while. But we need to make sure that this bank continues to deliver to its shareholders in the short term, in the medium term and the long term. And the medium and long term also requires some investments. So hopefully, that gives you a bit of a view of the kind of things that we think about as we go through this. And thank you very much for your question.

Jacquie, our next question comes from Mr. Eric Pascoe, who is also representing the Australian Shareholders' Association.

Yes, Madam Chair. I am representing the Australian Shareholders' Association, and we're holding 2.6 million proxy votes on behalf of 364 shareholders. Ms. Hey, the trading environment appears to have become more difficult for second-tier banks. They did appear to be at a competitive disadvantage to the big 4 banks, mainly because they don't have a large enough revenue base against which to defray their major fixed costs. Is this the case? And what options or strategy is the Board considering that will fundamentally improve your competitive position?

Thank you, Mr. Pascoe, and thank you to the Australian Shareholders' Association for joining us today. I think Marnie covered a little bit of this in her speech, so I won't go through it again, but I'll just reiterate that the investment in digital is an important investment for us to, as you say, are smaller than the Big 4 bank to make sure that we can continue to be competitive into the future, can continue to attract customers who have different ideals about what a bank means. And being different is also important for us to continue in the future. And by being different, I mean being community-minded, our Community Bank is certainly a large part of that. We do have investments in regulation and compliance that we do have to do similar to the big 4 and similar to banks, much lower in size than us. And so we have to make those right priority calls of how we do that and when we do that in the most efficient and effective way. But Marnie, I might ask you to comment a little bit more, without repeating your speech, about the kind of things that are important in maybe the more longer term to ensure the sustainability of the bank, which I think is where your question was coming from, because I would not be here in 164 years' time, but hopefully, someone like you will be and someone like me will be, Marnie?

I know I won't be in another 164 years. But yes, just firstly, Eric, and it's great to have you here with us today, there is actually an advantage also about not being the size of a major bank in a sense that you tend to be a little more frugal with your money and a bit more agile and adaptable as well. So I'll just make that note. So while sometimes there is a disadvantage of not having that scale, and we do need to have scale, just given a lot of our fixed costs, if we're talking about investments and the things that we're doing for the future, we just need to be a lot smarter about how we do that. Look, it's going to be really important to be relevant into the future, not only thinking about -- and I know in my 33 years in banking. It was a lot simpler back when I first started in banking and all you did need to think about was your customers, making sure you have the right products, making sure you have the right branches in the right areas that we're going to be able to service that. It's a lot more proliferated now, and the work that we're doing especially in our digital transformation means that we're able to actually meet and be relevant to more people right across Australia as we do grow as an organization because I genuinely believe as I know that as shareholders, you believe that we are a true alternative and a differentiated alternative to other banks. For us to emulate the major banks, that is not a smart strategy. In the first instance, just to be a small version of a large bank, but it doesn't make sense for us regardless of how you sort of think about it. So it is about just thinking about what value do we add and what value can we add to all of our stakeholders, how do we differentiate our strategy in there and the type of investments that I spoke about before and the things that we're doing is ensuring to retain that relevance well and truly into the future.

Jacquie. The next question is from Mr. Norm West. He's also representing the Australian Shareholders' Association.

We're very privileged to have both of you here today.

Thanks, Cole. And yes, I'm also a shareholder for many years. Firstly, congratulations to everyone to get the game back and the party going back here again. And I hope it continues for a long time, and we don't go to the virtual meetings. Okay. I have a query rather than a question and it's to the auditor. The auditor has commented on the impairment assessment of goodwill as a significant event money because of the amount of money that's covered in there. So [ we looked ] that one up. In 2021, it was $1.4375 million. And in this year, there's been an addition of $91.3 million and $1.3 million taken off as something was sold. And the goodwill is $1.5 million to $7.5 million. Now basically, as a layman, that looks as though the goodwill hasn't changed. And I'm not quiring the auditor being on the ball. What I want to know is a layman is under pandemic effect, how is it that goodwill basically has not changed.

So I might start and then I'll ask our auditors to make a comment. So goodwill, and I don't have the exact page as you were looking at there, Norm. But goodwill does get reviewed annually or twice a year, in fact, we make sure we go through a very formal process. It can -- we did acquire Ferocia during the last year. And so when we acquire things, we can -- goodwill can change. But I might ask our auditor, Tim Dring to just talk perhaps more generally because you may not have those exact figures in front of you, but just talk more generally about goodwill and how it can go up and down in the process that you take to review, which is more important than my view on how we do it. It's good to hear from our auditor. So Tim, from EY.

Sure. Thanks for your question, Mr. West. Jacquie is right. At every reporting period, the company undertakes an impairment assessment of goodwill, which is in accordance with the accounting standards. Unlike other intangibles, which are amortized, goodwill is not. So therefore, we undertake an impairment assessment each half. In relation to that assessment, management prepare a complex discounted cash flow model. As auditors, and it is detailed in our audit report, we undertake a number of procedures in relation to those assumptions, tying that back to the business corporate plan, if you like, the number of the key drivers in that assumption, including margin growth assumptions and also discount rates. And we attached that with a fair bit of rigor as well. We also involve our economists and other experts as part of the audit team in going through those assumptions as well.

Thank you, Tim.

Our next question is from [ Brendon Greffet ].

Thank you, Madam Chair. Banking, as you related to earlier in your speech hasn't really changed in the last 200 to 300 years where we buy money at alter and we sell it at retail. But with the advent of crypto-style currencies, things will change a lot with words like blockchain, digital wallets, they become the norm as they are already the norm like it or not. I've noticed that over the past couple of years, the people that we have employed have come mainly from other banking institutions. What I would like to know is with the money revolution that is coming and the changes that are coming with digital currencies, we've got to be able to have people who think outside the norm, innovators, not only in product, but in an entirely different way of handling currencies because the people will be able to handle their own currencies. Who have we got in our employment now that can actually handle this innovation?

Thank you for your question. It's a very good one. And I'll address it a bit broader than bitcoin because I think there's a whole range of digital interactions in the way that people bank today that they didn't bank 10 years ago. So as you say, banking has been very stable for a while, but it is certainly changing. So when we look at -- if I take the Board first of all, we look at, in terms of who we have on the board, we need some bankers because it's still important to have people who understand banking, and we have that. We need some people who come from the technology industry which is Vicki and myself, we both have technology backgrounds. And most recently, we've appointed Alistair Muir. Alistair comes from the digital -- I'll introduce him more formally when we get to his election. But he comes from -- he's an entrepreneur, he's an innovator. He comes from the digital world. This is what he's done in his career. And to me, he's young, but in terms of his experience, he's got 20-plus years' experience in the world you're just talking about. And it's important for us on the Board, and then we have people who have other experiences in ordered in professional services. It's important we have that difference amongst the Board so we can have a conversation. We can listen to different points of view. We can challenge ourselves. We can challenge our management in terms of their direction. If I then talk a little bit about the company itself, so certainly, we have on our executive team, some people who are very well experienced in working in that background and have been there for quite some time. I don't think you can see, but right at the end, we have Ryan Brosnahan, who's come from and leads our digital transformation and digital area. And he understands this very intimately. We acquired a company last year called Ferocia and with them came around 80 employees, who live and breathe this world and who challenge us. So the future, over the 164 years, it's really changed a lot. Over the past couple of years, it's definitely changed a lot, and we continue to refresh ourselves and the expertise we have to handle that. But very good question. Thank you.

Thank you, Madam Chair.

Colin, do we have any other questions? Or I might just move and ask Robert if there are any questions coming in via the telephone or online.

Yes, Jacquie. We have a question from [ Mr. Russell Patterson ]. He says your report includes a detailed section of the various risks that the bank faces. However, there does not appear to be any financial provision or insurance for this. Should the bank have a provision or insurance in view of the recent failures by other corporations to protect customer data?

So we do have cyber insurance. It may not be clear in the risk part of the report. The risks talk about all the risks. And just to be clear for those who read those sections, we have to imagine every possible risk that can happen because that keeps us on our toes. But I think your question is probably most importantly, do we have cyber insurance? And yes, we do. Next, is there any other questions online, Robert?

Yes, Jacquie. We have a question from [ Mr. Stephen Mayne ]. As a city of Manningham Councilor, I'd just like to place on the record our appreciation for the great work Bendigo's local Community Bank branches in Doncaster, Templestowe and Warrandyte did have done in our local government area. More than $5.5 million has been donated to local community groups by the East Doncaster based Community Bank including more than $600,000 this year alone. You were the only competitors to councils in terms of funding sport and community groups and have stepped up at a time when the Commonwealth Bank has just closed 3 of its 5 Manningham branches since COVID hit. The only issue is your ability to compete on deposits. Our council has almost [ $100 million ] in cash, why won't head office allow community banks to be more competitive in terms of attracting large term deposits from councils.

Look, I think I would probably flip this question around. We have very competitive deposit rates out there in the marketplace, and we love to talk to local councils about that. We often find local councils are somewhat hampered by they have to work with certain banks and ends up being the top, the big 4. But I'm going to hand to Marnie in a minute, but I would say we'd be very happy [ Mr. Mayne ] to have a conversation with you and see how we can, in fact, I can see our Head of Business Banking here. Really keen to have a talk to you. I know you're on the telephone, but I think we know how to contact you and we can do that to see if we can assist further. But Marnie, is there anything else you'd like to add?

No, I won't add anything else except to say that [ Stephen ] who I know well. We will introduce you to Adam and just making sure that your local council there is being looked after.

Yes. And we'll make sure that you're not being prohibited from or dictated to use only the big 4, which we do find sometimes. So we'd love to have that conversation with you. And thank you for your comments about your local community banks. It's lovely to hear. Robert, any more questions online?

Yes, Jacquie. We have a question from shareholder Denmark Dream Proprietary Limited. Chair and Board, what is the overall percentage of value of securitized and sold loans for the financial year, including the group's investments in its own securitization programs? And what was the percentage or value for the same for 2021? Thank you, [ Rita ].

I'm probably going to send this to Marnie, although it's such a detailed question, we might want to back to you with that answer. It's not something I have on my fingertips. Marnie?

So [ Rita ], I have your details, I. Can come back to you directly. I don't have that information right here.

Thanks for your question. We'll make sure we come back to you separately. Robert, any other questions online?

Yes, Jacquie. We have a question from Mr. Craig Caulfield. ANZ is set to purchase Suncorp Bank. I understand Bendigo was very interested. It would be a fabulous fit. Given Bendigo has a customer advocate program where disputes can be escalated and ANZ has closed their customer advocate, doesn't this mean Suncorp Bank customers would be better off with Bendigo instead of ANZ?

Thank you, Mr. Caulfield, for your question. I did address that in my opening speech. I think the answer is yes. I'd be very happy if you write to the ACCC and tell them that you think that's the case as well. So thank you very much for your question. I might just flip now to see if there's any more in person, no. So Robert, any more online?

Yes, Jacquie, a question from [ Mr. Russell Patterson ], how many customers has Up Bank attracted since the acquisition by Bendigo Bank, and have the 550,000 customers you reported being retained?

Yes. So we've done a really good job with the Up Bank, and I'd like to thank all the team involved in that. It's something we're very proud of. But Marnie, I'll let you give the information.

Yes. Well, even since reporting, we're now at 600,000. So I think when we reported at the financial year, it was 550,000, so just shows you how quickly it is growing. And I think in comparison to our overall total number of customers within the group, we sit at nearly 2.3 million customers. So 600,000 of those customers have come via Up. So it just shows you how quickly that has grown. I can't remember exactly what it was at the point of acquisition, which was 12 months ago, but it's been a steady trajectory, the whole time and has continued to grow, and we are not of any -- aware of any material loss of customers at all the same as no material loss of staff as well through that acquisition. It's going very, very well.

Thank you, Robert. I might just go back to pre-submitted questions. Do we have any pre-submitted questions that haven't yet been asked by someone online or in person?

Yes, Jacquie, shareholders, [ Mr. Edwin Ham, Mr. Kenneth Davies; Mr. John Lovell, Mr. Ronald Fiddes and Ms. Francis Fiddes ], submitted questions in advance regarding mergers and acquisitions. These are best summarized by Mr. and Mrs. Fiddes, who asked, when is your bank going to merge with Bank of Queensland and become a major banking company in Australia?

Look, thank you for those questions. Quite a few people have asked that. So the bank you see today, it's actually the product of more than 80 mergers and acquisitions over its lifetime. And while our bank is firmly focused, as I said, on our organic growth strategy, we do from time to time consider acquisitions that we think will create value for shareholders and customers. You'll have heard my comments earlier about Suncorp. And the reason I commented on those is it is in the public domain. As I said, when I preface those comments, we normally don't otherwise comment on M&A. So thanks for your question, but there is probably no more comment I can make. Robert, any other questions that have come in online or in advance that we haven't answered yet.

Yes, take shareholders, [ Mr. Leonard Malone and Mrs. Crystal Malone, Ms. Shirley Armed and Ms. Megan McMeeken ], all pre-submitted similar questions regarding cybersecurity. [ Mrs. McMeeken ] asks, "Please, can you reassure customers that Bendigo Bank is doing everything to secure our personal data and account balances?"

Look, thank you, and Marnie mentioned this in her speech, and it goes without saying that I'm going to stand here and say we take this very seriously because we do. We use a combination of best practices to safeguard and make sure our systems are safe and to verify and protect customer data. We have to do that. And as you would also expect, we work closely with the cybersecurity agents and intelligent services to make sure we can detect any malicious or abnormal behavior. But perhaps just to give you that next level of detail because I know this is an area that people need reassurance on at the moment. The bank over the last 18 months has completed some 14 audits over our information security capabilities to make sure we're constantly being challenged over. Are we doing everything we can possibly do? Including most recently the APRA's Prudential Standard 234 and we also very much make sure that we're continuing our ongoing program, which is constant in terms of uplifting our security. So we're confident about this, but we're not relaxed, not at all relaxed because this is an area that we need to and we do monitor 24 hours a day, 7 days a week. And we do that because of the high-profile security breaches you've seen at other organizations. They're further for us underlying the pivotal role that our team of technology and cyber specialists play in protecting you, our customers and our shareholders and the communities from impacts of cyber crime. I really want to a big thank you to all those experts and specialists who we rely on for their amazing efforts each and every day. Possibly worth talking from a customer perspective as well. So the bank maintains some general alerts and a web page with tips for how to keep your detail safe, and I look at this regularly, so I encourage you to do so as well. Importantly, know that we will never ever ask you your password and no one should. And if they do, you should never give it out. We also -- Marnie talked about some technology that we're promoting, PayID is another one. It's pleasing to see an increase in that and that helps with easier PINs and not having to import all your account details. If you think you've been targeted by a scam or you suspect something isn't right, then contact us on 1-300-236-344, so it's 1-300-236-344. You can find all of this on our web page. You'll also find information on where to send any suspicious SMS messages or text messages if you get them. So you can do that in a number of ways, but please look at our website to get all that information. The last thing I'd say is if you receive a call from any one purporting to be from Bendigo Bank and you weren't expecting it, then ask for their name, go to our website, look up the phone number, call them and ask to speak to that person, don't just engage in a conversation online. I know that seems like a whole lot of palaver to have to do. But that's what I do when I'm not expecting a call because you just never know environments who's calling you. unless you're expecting a call or you're specifically going through a number you find on our website. So I think, look, ultimately, this is an issue that will require effort by government, by industry and by customers and consumers. The federal government is already examining cybersecurity issues, and we'll continue to work with them, both directly and through the Australian Banking Association. We remain ever vigilant here and so should you. Vicki, is there anything else you want to add here? Vicki has a background in technology as well and involved in this area?

No, I think, Jacquie, it's, you've covered it comprehensively. This is an area, as Jacquie said, that we continue to invest in, and we do need to acknowledge that these sort of attacks are on the rise. You will have all heard in the media that there's a reported incident every 7 minutes now. And so we rely heavily on the intelligence of government and cyber agencies. We work with partners to ensure that our 24/7 monitoring is strong and robust. And we do have a very comprehensive information security program. And that program looks at how we identify issues, how well we're prepared to defend and protect our customers' information. And what we would do in the event that we needed to react and respond. We measure that against industry benchmarks. We don't just look at what we're doing and satisfy ourselves that we're improving. We make sure that we are availing ourselves of best practice and measuring ourselves against industry benchmarks, and we'll continue to do that. The Board is very conscious of this, and our controls program is reported back to the Board on a frequent basis as well. Thanks, Jacquie.

Thanks, Vicki. Robert. I'm aware of a few other questions have come in advance. We'll try to get through these as quickly as we can, but I appreciate people asking questions, and we do need to legally answer them. And it's the right thing for us to do to answer them when people have taken the time to ask a question. So next questions, Robert?

Thanks, Jacquie. The holders, [ Mr. Lyle Geyer, Mr. Anthony Corp; and Mrs. Judith Corp; and Ms. Karen Treanor ], pre-submitted questions relating to climate change and the bank's environmental, social and governance policies. Ms. Treanor asks, "what is the bank doing to reduce its carbon footprint?"

Look, thank you for all those shareholders. Again, good questions. We're a value-based organization. We have strong ties to the community we do recognize the positive but sometimes negative impact business can have on society. So we've been on this journey for a while. Our 2022 sustainability report, which I encourage everyone to read is on our website. In that report, we outlined significant actions that the bank team is taking to reduce its carbon footprint as well as the fact that we maintained our carbon neutrality. We attained a 35% reduction in our absolute emissions against our target of 50% by 2030. And we have an increased percentage of our electricity coming from renewable sources. We're currently at 40% with a pledge to achieve 100% by 2025. So we've successfully completed a number of actions in our first 2 years of our climate change program. We'll enter our third year now. We completed some transition risk scenario analysis this year. which looks at the risks in our book, and we take actions accordingly. And we've done some initial work to estimate our finance emissions and both of these are in our 2022 TCFD report. I might just ask Richard if there's anything additional you'd like to add here because Richard has strong background in this area as well.

Thanks, Jacquie. And as the Audit Committee Chair, this comes up through the Audit Committee as the conduit for the Board. I'd just say a couple of things. I think, firstly, in my previous executive roles, I've seen lots of organizations and their approaches to ESG and sustainability. And what I like at Bendigo Adelaide Bank is our true commitment to a greener future. And I think in the previous 2 sustainability reports, what underpins that is a set of actions at the beginning of each period that are achievable, and we set them and when we go out, and we get them and we get them done. And so I think that constant iterative improvement is something that's really strong here at Bendigo and Adelaide Bank.

Thank you. Colin, any questions? So Robert, any more questions online or pre-submitted.

Yes, Jacquie, still on pre-submitted questions relating to climate change and the bank's ESG policies, [ Mr. David Bryce ] asks, "has been a policy not to lend capital to borrowers who use the capital to progress carbon-producing projects like coal and gas?"

Look, thank you for your question, [ Mr. Bryce ]. I think we had a similar year. And so I'll say the same thing. The Bendigo and Adelaide Bank does not and will not provide finance directly to large-scale projects directly linked to large-scale electricity generation in the areas of coal, coal seam gas, crude oil, natural gas, and we also don't lend to native logging. So that is something that's been consistent for us for some time, but thank you for your question. Robert, anything else?

Thank you, Jacquie. That concludes the next most common of the pre-submitted questions. However, we do have some questions submitted via Lumi.

Thank you.

We have a question from Denmark Dream Proprietary Limited. Chair and Board, the Annual Financial Report Page 18 under operating expenses, states noncredit losses and remediation costs increased $12.4 million from the 2021 financial year. This does not provide the actual total for the current financial year. Could you please confirm the current total and what the figure was for 2021?

This is another fairly detailed question. So it's not that I don't want to answer your questions, but the kind of detail I don't have on my fingertips. So again, we'll make sure we get back to you with an answer. Next question.

Jacquie, we have a question from Mr. Craig Corfield. Chair, you say in your annual report, we put customers at the center of everything we do. At first blush, Net Promoter Score, NPS appears Bendigo is looking after their customers, but NPS is simply an average of happy over unhappy customers. ANZ and CBA NPS is much lower. However, perpetual NPS is much higher. This simplistic measure fails to consider bank victims, extreme cases in small businesses where the regulator castigated and find Bendigo for unfair contract wording. If you admit or ignore measures like customer complaints in IDR or customer complaints advanced to your customer advocate or number of people you take to court to repossess properties, then you are sanitizing the real customer outcomes. I don't doubt Bendigo has many happy customers giving 10 out of 10 because a teller was very courteous. Simply doesn't rate with long-standing agreed customer cases. Will the Board research and consider replacing NPS with a more genuine collection of metrics?

Thank you for that question. We don't just look at NPS as a Board. Definitely not. So we look, when we hear from our customer advocate every quarter directly at the Board. We question them directly. We get updates every month on all of our customer satisfaction feedback, good, bad and otherwise. We also look at the tail of those that have been hanging around for a long time. I'm not going to comment on individual customer issues, but I can assure you that the Board is all over this. And the management, more importantly -- or as importantly is all over this as well, we pride ourselves on dealing with customers. And those who do get in trouble, we will work with them as long as we can to try and find a resolution. So we don't just -- we will keep NPS, but we don't just look at NPS. We look at all aspects of customer advocate and customer satisfaction and all types of feedback that we get. Robert, any other questions pre-submitted or online?

Thank you, Jacquie. We have 2 further questions submitted online by Denmark Dream. The first of which is a technical question and in line with the comments, I recommend we respond outside today's meeting. The second question from Denmark Dream Proprietary Limited is "Chair and Board, what jurisdiction does Bendigo have for cyber crimes and how does Bendigo ensure protection of their customers' personal information specifically regarding international transactions and third-party involvement where customers are unaware, Bendigo has assigned their loans to a trustee who securitizes these to overseas investors secured by the borrowers' assets?"

Look, thank you for your question. specifically I'm not going to get into how Bendigo does it cybersecurity because that's just feeding into people who would like to know how we do it and giving them more information. So I will not go into any further details on how we do it. I think between myself and Vicki and Marnie, we've covered very clearly that we do, do it. We take it very seriously, and we will continue to do so. So Robert, I'm going to ask you to see if there are any more pre-submitted unique questions that haven't already been asked.

Yes, Jacquie. We have several pre-submitted questions from shareholders, including [ Mr. Robert Walker, Heather Walker, Mr. Luigi Barcelo, Mr. and Mrs. Spark and Ms. Cheryl Hill ], pre-submitted inquiries relating to interest rates and products for shareholders. [ Ms. Hill ] asks, I would likely transfer our banking to Bendigo Bank if its interest rates on term deposits were more attractive. How does Bendigo Bank hope to retain and attract new customers while offering uncompetitive interest rates for cash?

Look, thanks for the question. I think we've sort of partly answered this, but we do take a range of factors into account when we make our pricing decisions, including balancing the needs of borrowers and shareholders and savers. And we are actually doing fairly well now in our deposit side of the bank. But it's important that we -- from look at how we satisfy our requirements and we, from time to time, definitely offer specials to retail customers. So Marnie, is there anything more you'd like to add here?

I would just encourage anyone to just go into your local branch or to give the bank a call if you're concerned that you're not getting an offer commensurate with what you're sort of looking for. We need to understand your own individual circumstances and just make sure that you actually are in the right product and/or term if it's a term deposit to suit your particular needs. So I would just encourage any individual questions along those lines. And if there's others within the audience here today, we do have people from our branch retail network here as well who can help anyone has any specific questions.

I think that's important that you have that conversation. And it's important we recognize that people who have been saving haven't had a great time during low interest rate environment. So we do recognize your pain and we now recognize the pain of the lenders as the interest rates go up. But that's, as I think our first question talked about as banking goes over time. Robert, next question.

Yes, Jacquie. We have a question from Stephen O'Rourke Proprietary Limited, who asks, what are you doing to get cost-to-income ratio down from 59.4% to market competitive 50% -- 45%?

Given Marnie addressed this, I think, quite comprehensively in her speech, I'm going to assume that it answered your questions. But obviously, this is something that we look at in everyday business. We look at it as business as usual. We have programs to make sure we're as efficient and as effective as possible. The next question, Robert.

Jacquie, we have a question from [ Mr. David Handsman ]. Would the Board consider an AGM in Adelaide are not many shareholders based in South Australia?

Look, thank you, [ Mr. Handsman ], and we clearly have an Adelaide shareholder here. So welcome -- 2 perhaps. Welcome very much. This year's AGM is the first time we've been back in person since 2019. It's lovely to be with other people in this theater, but we also recognize, and as you can hear by what's happening that the world over the last couple of years allowed us all to do things in a slightly different way, which now allows shareholders from all over Australia to join in with the meeting via the telephone, by streaming online, via listening in many different ways. So we do allow now people all over Australia to participate, and I think that's great. I will give a special welcome to our South Australian-based shareholders. The couple sitting here plus all of those listening online. To assure you about the Board's interest in South Australia, we meet 3 o 4 times a year in Adelaide, so that we continue to understand what's happening in that very important market. But I feel like hybrids, we will probably keep going here, but happy to take the input to think about it going forward. Any next questions, Robert?

Yes, Jacquie, shareholders, [ Mrs. Patricia Vorchimer, Mr. John McDonald and Mrs. Nola McDonald ] pre-submitted questions regarding checks. [ Mr. and Mrs. McDonald ] ask, at what stage do you foresee the cessation of check facilities as older citizens, older farmers, for example, find them essential. If delayed for a few years, most would not need them?

Look, thank you for your question. And I know checks are very important to a proportion of the population, but the check system has been in decline for some time as the payment systems evolved. So I'll ask Marnie to just give you a brief update of where we think that will be and where we think the future will be.

Yes. Like you said, Jacquie, the check system has been in decline for some time. And as the payment system has evolved to offer some faster and probably some more secure and convenient ways for customers to complete those transactions. I think if I go back in my time, and if you go back into the '80s, checks accounted for almost all of the entire noncash payments. And I think I estimate now that it accounts for 0.2% of consumer payments is in checks now. So you can see how technically over that period of time that, that has declined. I know the Reserve Bank and the payments policy area said that it would make sense to remove checks and close the system at some point in time, and part of that is because of usage, and we're having conversations not only with the regulators about what they're doing, but we're thinking about what that does mean for our own customers and starting to have those conversations with customers now to ensure that have an alternative. But I do -- I acutely know, I'm from a rural background, myself, I acutely know that there are certain customer groups like the elderly, and I'll say some of the more vulnerable those that live in more rural areas, et cetera, and remote areas where there's limited Internet access, for example, to be able to make online payments. So there has to be a well-established alternative for those type of people. So our aim is to ensure that customers aren't disadvantaged out of that. I think we're actively monitoring customers' usage now. And like I said before, what the direction that the industry is taking. There's still, like I said, various pieces of legislation and things like that, we'll need to go through before checks actually are removed. So it's not going to happen in the short term. Checks will be here in the short term. So don't panic that checks are going to just be whipped away from you. It will be quite a process to go through to do that. But rest assured that we will work with our customers at the right point in time when need be. But I do encourage if you can, and we've got staff within the organization that can help you to help you to sort of become more familiar with other ways of actually making payments as well.

Thank you, Marnie. Colin, any questions? So Robert, I might just go to any last unique questions that haven't already been asked online or pre-submitted.

Yes, Jacquie. A final question from [ Mr. Tim Lovell ], who asks employees are a key asset to the bank and morale has a large impact on employee productivity. How is employee morale feedback indicates Morale is poor within the bank?

Yes. Look, thank you for that. I think it's very important to ask that question and our employees a huge impact on our bank, on our customers and on the service that we provide to our very important people that go into the branch or the talk in person. We had around, I'm going to say, 78% employees...

77%.

77% employee satisfaction. So that's a good level. We're always aiming to make it more. We're very keen in investing in our employees. We're very keen in the fact that they represent the values we stand for. They care for others each and every day and those others are caring for our customers and caring for each other in the bank as well. So it's an important part of being a success. People is what it's all about, and we talk a bit about digital, but behind digital people, so it always comes back to people, employees and our staff doing a magnificent job to support each other and to support the bank and particularly to support our customers. And I'd like to again reiterate Marnie and my thanks to all of them. So we might -- if there are no other questions, Robert?

There are no other questions for this section of the meeting, Jacquie.

Thank you. Then we might just go on to the next part of the meeting, please. Can we now -- so I'll now move on to the formal elements of our business as set out in the notice of meeting. These items do require voting by shareholders. So I'll declare that voting is now open, on all items of business. Please submit your votes at any time during the meeting. I confirm that where undirected proxies are given to me. I will vote in favor of all the resolutions to the extent permitted. The next 4 items relate to reelection of David Matthews and David Foster and election of Victoria Weekes and Alistair Muir to the Board. So starting with David Matthews, we're asking shareholders to consider and if thought fit to pass an ordinary resolution that David Matthews, 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 David to address you in support of his reelection. David?

Thanks, Jacquie. As directors, we spend much of our time talking and thinking about the risks, we think about the things that aren't going well or that might cause the business or our stakeholders harm. We don't often get a chance to talk about successes. So today I just want to spend a moment to reflect on what I think is a success story. We've been around for a long time in some form or another, as we've heard today, but we've only been a bank since 1995. And in that time, we've gone from being a small Victorian-based building society with about 70 branches, I think, to an ASX 100 company with $80 billion in assets. And again, as we've heard today, over 7,000 employees. Our last reported profit, again, as Jacquie said earlier, it's $500 million. That was a record, and we continue to pay strong dividends to our shareholders. There's always room for improvement, and that's something that every day we think about as a Board, executive employees. But Bendigo and Adelaide Bank is a successful company, and I think we can all be proud of that. But the other thing in my view that's important is the way we've gone about this we're in an industry dominated by a few very large players. We know that we have a scale disadvantage where we sit as a mid-tier player, but yet we continue to grow and not by focusing on the short term and getting some short term wins but by being true to our values. We don't see commercial success at the expense of our customers and the communities in which they live. We see commercial success in partnership with them. Shared value is not just a catchy phrase for us. It's the way that we do business. You can see evidence of this in hundreds of regional towns and city suburbs all over Australia. You'll see sporting facilities built because of our shared value business model. You'll see medical centers, community centers. And increasingly, you'll see social and affordable housing developments all there because of the way we do business. And as asked earlier, this isn't done through philanthropic activity, this is done through the shared value model that we have with our Community Bank partners. My base trade is in broad age agriculture in crop farming, but I've also run export-focused businesses for the last 30 years or so. These businesses were initially created to address rural decline that I've witnessed are or made out life but soon came to understand that the best way to address a social problem was to find sustainable commercial solution, and that's what we have with the Community Bank model. So these are the experiences that I'll bring forward to the discussions with the Board and the executive and the staff members of Bendigo and Adelaide Bank. The success story that we are and will continue to be is the reason why we're motivated to continue to serve you as a Director of the company. So if I managed to convince enough of you to support my reelection today. This will be my last term on the Board. In November 1997, when I reflect back to that time, we had a meeting with 2 reps of Bendigo Bank in Rupanyup to talk about the Community Bank model and talk about our interest in piloting that. I never envisaged that I would end up being so involved with the bank and being here on the bank board really, at that time, we were just thinking about getting a bank branch back in our town. I hadn't thought this far ahead. So to you, our shareholders, thank you for allowing me to be part of your bank. And to you and to our employees, I understand that what you do isn't just running a bank. It actually makes a difference. Yes, we're here to run a profitable business, but don't underestimate our role as a leadership organization in Australia, an organization that leads by example, and we do make Australia a better place. So thanks once again, and look forward to working with you for another few years.

Thank you, David. We didn't receive any questions in advance ahead of the meeting, so I'll go straight to any questions from shareholders attending or online.

Jacquie, we have a question from [ Mr. Stephen Mayne ]. Did any of the 5 main proxy advisers, Axi, Ownership Matters, Glass Lewis, ISS and ASA recommend a vote at end of today's resolutions. Has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on each resolution, so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like many other companies now do, including Sims Group earlier today? Will you do this next year?

Thank you for your question, [ Mr. Mayne ]. So if I try to address all of them, all 5 of the proxy is voted for, for every resolution. So we were very pleased with that support. Now I forgot some of your in-between questions. But certainly, there was a question about should we show the proxies before the resolutions. We'll show them as people are still voting. As you know, the proxies coming in advance. Unfortunately, my eyes are not that good that I can see there. We'll continue to display them as we always do during the meeting, and we will -- and they'll be the provisional ones obviously, before people here have voted, and we will continue as per the ASX Listing Rules to put them out publicly by the ASX after close of business today. Did I miss anything?

No.

Thank you. Any other questions?

Yes, Jacquie, an extension to [ Stephen Mayne's ] question, heartiest congratulations to David for effectively founding the Community Bank model in his hometown of Rupanyup back in the 1980s as the big 4 banks were abandoning many rural communities across the country. This unique nationwide model is unprecedented anywhere in the world and has profoundly assisted hundreds of communities. Thank you also for transparently clarifying that this will be David's last 3-year term after first joining the Board in 2010. Could the Chair clarify whether the Board is planning to continue to have an effective representative of the community banking model on the Board after David retires a bit like the way REA Group always has a real estate agency representative on their Board, given they are such an important constituency? Will you commit to always having a voice for the Community Bank model on our main Board?

So I think David has been visible in being a voice of the Community Bank model on the Board, but he is not the lone voice. There is nobody who joins the Bendigo and Adelaide Board that is not fully committed to the community and the Community Bank model. It's part of the questions that we ask and the things we ascertain before we even really get into the skills and the capabilities that they, in addition, bring. So we haven't yet decided who's going to replace David. We have a little bit of time to do that. Certainly, it will be nobody that will come on the Board that's not fully supported to the Community Bank model because that's something that's no-brainer an important part of being part of this bank and being part of this Board is that you support and are a voice for the community bank, not to take away from all the good stuff that David personally has done, but he's well supported by the rest of his Board. So thank you for that question and your comments. Anything else, Robert?

Yes, Jacquie, a remaining question from Mr. Craig Corfield. Mr. Matthews, your history and advocacy in agriculture is very supportive of your role as Director at Bendigo especially considering the bank's service to regional and rural communities. Commissioner Hayne recommended a national farm debt mediation service in his final recommendations. Indeed, Bendigo customer cases appeared at the Royal Commission, demonstrating major failings. Do you believe as I and other farmers do that a streamlined national farm debt mediation service is long overdue? How have you advocated rolling out national farm debt mediation given your important role?

I think this is a question about an election of a director, not about their views on various activities. Bendigo Bank is very clear about its approach here. We will continue to support our agri customers as we do. They're a very important part of our community, where our heart goes out to them at the moment, and we'll continue to work with them through the good times and through the bad times. So I won't put that question to David because it's not related to his reelection. But are there any other questions, Robert?

There are no further written or audio questions for this item of business, Jacquie.

Great. Then if there are no further questions, with David Matthews abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favor of David's reelection. The direct voting and proxy details received prior to the meeting are being displayed for your information. For those listening on the telephone, the proxies received at the pre-voting cutoff time, are 86.84% in favor, 9.9% against and 3.21% open votes. So we still have votes to come from the room. But provisionally, I would say congratulations, provisionally, David on reelection. Next one up is David Foster. We're asking shareholders to consider any if thought fit to pass an ordinary resolution that David Foster, who retires from the office under Rule 72 of company's constitution be reelected as a director of the bank. And I'd like to invite David to address the meeting also.

Thanks, Jacquie, and good afternoon, ladies and gentlemen. As Jacquie mentioned, my name is David Foster. I've been on the Bendigo and Adelaide Bank Board for 3 years now, and I'm currently Chair of the Financial Risk Committee and a member of the People Culture and Technology Committee. My background is predominantly in banking and financial services, including over 5 years as CEO of Suncorp Bank, a regional bank of similar size and scale to Bendigo. Outside of Bendigo in more recent years, I serve on a number of other Boards in a variety of industries, including education, retail, government and insurance. Bendigo's always impressed me whether that be as a competitor, a customer or more recently as a director by its numerous strengths, including customer service and community focus, and they certainly continue today. The changing landscape, role of technology and inflationary pressures all add challenges in achieving the right balance between the important social purpose and historic strengths of Bendigo, but at the same time delivering appropriate returns for our shareholders and outcomes for all of our stakeholders. I am confident though that this can be achieved by Bendigo and look forward with your support today contribute to delivering on these objectives. Thanks, Jacquie.

Thank you, David. We didn't get any questions in advance. Are there any in the auditorium or online?

Jacquie, we have a question from Mr. Craig Corfield. Mr. Foster, you are described in our annual report, Page 8 as having a diverse portfolio of directorships. Your career, including CEO of Suncorp and senior executive at Westpac is clearly most valuable to our Board. Am I correct, Mr. Foster right now, you are also Chair of MotorCycle Holdings, Chair of G8 Education, Director, UE Insurance, Director Peak Services, Director of the Queensland Titles Office, Director of the Australian Reinsurance Pool in addition to member of the Sunshine Coast University Council? All prior to your role here as Director at Bendigo then the Chair of the Risk Committee plus a member of People, Culture and Transformation Committee. Surely, this is far too many commitments to spread yourself over given we have seen how serious and detail the requirement of bank boards and expert committees require. Can you understand as a shareholder, this concerns me? Would you consider focusing on a maximum of 4 roles?

So I might just take that first, and then I'll ask David to comment. So first thing is a number of those -- we absolutely talk about everything that we do. A number of those are very small activities that David does for the not-for-profits or for universities, et cetera that are not taking a lot of his time. I'm not saying the University ones are not, but some of the others are smaller ones. The important thing from my perspective is that David is there every time we pick up the phone or every time we have a meeting. He's fully prepared, engaged and adds value. And as you said, he's also Chair of the Board, Financial Risk Committee. We've never seen him miss meetings, and we've never seen him not be fully prepared. He has also lined his load somewhat. But I can assure you he has more than enough time to devote to the Bendigo and Adelaide Bank, and he doesn't trip up any of the 4 or 5 rules of ASX List of Boards that a number of the proxies have. But David, anything more we'd like to add?

Just specifically, so thank you, Mr. Corfield, for your concern about my workload. I do approach, my job as a director as a full-time professional role. It's not a part-time role. However, to Jacquie's point, I have, and you may have missed a couple of these recently retired from 3 of the roles that you mentioned, including Chair of Motorcycle Holdings, which was announced about 3 weeks ago. I'm also retiring from the University Council on the 2nd of December and Peak Services on the 31st of January, but thanks for the question.

Thank you. Any other questions, Robert?

No, Jacquie, there are no further questions relating to this resolution.

Thank you. Well, with David Foster abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favor of David's reelection. The direct voting and proxy details received prior to the meeting are now being displayed for your information. Again, for those listening, I'll read them out. 91.86% in favor, 4.92% against and 3.22% open votes. Again, people here are still to vote but on provisional votes. Congratulations on your reelection, David. So let's move on to the next item of business, where we're asking shareholders to consider and if thought fit, pass an ordinary resolution that Victoria Weekes, who retires from the office under Rule 59 of the bank's constitution is to be elected as a Director of the bank, and I'd like to ask Victoria to address you in support of her election.

Thank you, Jacquie, and good afternoon to our shareholders with us in person today and those online. I was really thrilled when appointed to the Bendigo and Adelaide Bank Board in February this year and consider a great honor and privilege to be here today to be considered for election to the Board. As someone who's 25-year executive experience has been in financial services, I believe that my skills and experience are well suited to the Bendigo and Adelaide Bank Board. More important, perhaps is that I'm a passionate believer that when businesses do the right thing by their customers, their staff, their shareholders and other stakeholders, they will be successful and they will thrive. With over 10 years' Board Experience, I believe I've developed a deep understanding of good governance and a strong customer focus across a diverse range of sectors in addition to financial services, including health care, human services, urban development and rural and regional Australia. From my short time on the Board, it's clear to me that Bendigo and Adelaide Bank has something very special, its strong customer focus and loyalty, its deeply embedded community connection which form a core part of its culture and which are critically important for us to nurture as we navigate the bank through its transformation agenda. Since my appointment, I've taken on the role of Chair of the Board Risk Committee, which focuses on nonfinancial risks. In an environment where nonfinancial risks are ever increasing, whether it's cybersecurity, privacy, operational risk, conduct or climate risk, I'm really keen to bring my 20 years practical risk management experience to support Bendigo and Adelaide Bank's delivery of its strategic aspirations and changed agenda. My personal experience is also bring a strong connection to rural and regional Australia. And I'm really excited to be part of an organization that plays such an important role in rural and regional Australia and see our future success as integrally linked. I'm committed to fulfill my role to the very best of my ability. And with your support, I look forward to being part of Bendigo and Adelaide Bank's exciting future, and thank you for this opportunity.

Thank you, Victoria. Again, we didn't receive any questions in advance. No questions in person. Any questions online Robert?

No questions in relation to this resolution, Jacquie.

Thank you. With Victoria abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favor of this election. The direct voting and proxy details received prior to the meeting are now being displayed. Again, for those listening, the figures are 95.61% in favor, 1.16% against and 3.23% open votes. And again, not having voted here yet. Congratulations provisional Victoria. The next item of business asks shareholders to consider and if thought fit to pass an ordinary resolution that Alistair Muir who retires from office under Rule 59 of the bank's constitution to be elected as a director of the bank. And I'd like to invite Alistair to address you in support of his election. Alistair?

Thanks. Jacquie, and good afternoon, ladies and gentlemen. I'm delighted to have recently joined the Bendigo and Adelaide Board and to be here with you all today. My background is in growing and scaling digital businesses. I have extensive experience in financial services and fintech. Having worked with a number of big banks here in Australia, but to launch new products and ventures, but also with a number of international fintech businesses, too. I've also worked with a broad range of large organizations on their digital transformation agendas. This work span mobile sectors, including state and federal government, telco, banking and insurance. Bendigo and Adelaide's mission to feed into prosperity and not offered has particular resonance for me as does the organization's focus on both community and customer experience. In fact, Bendigo's culture of relentless focus on its customers and its shared value model are the envy of many financial services businesses both here in Australia but also internationally, too. I'm excited for the opportunities for Bendigo and Adelaide to capitalize on its community relationships along with the deep trust that consumers have in the bank as we look to develop new digital experiences that help to grow the organization and to better deliver on our purpose. It's a great privilege to join the Bendigo and Adelaide Board. I look forward to serving you as shareholders and indeed all the bank stakeholders. Thank you.

Thanks, Alistair. Robert, I understand we did have a pre-submitted question regarding this item, which was about why Alistair's detail is not included in our annual report. And the quick answer to that is he joined in September and the printing of the report had already been done. So that was the only reason it wasn't included. Obviously, he will be in next year's report. Any other questions? None here in the theater. Robert, anything else online.

Jacquie, we have a question from [ Stephen Mayne ]. What was the process through which we recruited Alistair to the Board? Was a recruitment firm involved? And did the full board interview multiple candidates? Could Alistair if he knew any of the Bendigo directors before engaging with the recruitment process.

The process is as a normal process where we do use an external recruitment person so that we can cast our net far and wide. All directors did meet him. Some of us met him a number of times. Alistair, I don't believe you knew any of us before this happened? Or maybe, David, you would come across at some point in the director community you do. So I want to be accurate and they didn't know me. Didn't know Marnie, didn't know Richard, didn't now Vicki, didn't know Jim, David or Victoria. So I can assure you that it was done in a very appropriate way as we always do, and that's really important. We want to make sure we get the best directors here, and the process has to be one that stands up to governance as well as find those people that are out there that are maybe newer to Board roles. And whilst Alistair has some experience, he is newer to board roles, and we're very keen having met him founding through this process to get him in and to add value to this Board. So thank you for your question. Anything else?

No other questions on this matter, Jacquie.

Thank you. Then with Alistair abstaining, I 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, again, 95.5% in favor, 1.15% against and 3.35% open. Obviously, we'll take the votes from here. But again, provisionally, congratulations, Alistair, on being elected. We'll now move on to Item 6, and I'd like to reintroduce Vicki Carter as Chair of the People, Culture and Transformation Committee and ask her to share a few words with you about remuneration.

Well, thanks, Jacquie, and good afternoon, everyone. It's more than a few words that I've got to share with you today. So bear with me because I do have a little bit of detail to take you through for the rem report of 2022. As Jacquie said, my name is Vicki Carter, and I'm the Chair of the People, Culture and Transformation Committee. For those listening but unable to see me today, I'm wearing a navy jacket. I have a coral blouse and long -- shoulder-length blond hair, and I'm average height. My role today on behalf of the Board is to discuss our remuneration approach and the outcomes for the performance year just completed and also to provide you with an update on our remuneration framework for 2023. I encourage everyone to read the remuneration report because it provides important context in detail to what I will cover today. Recognizing the challenges that we faced over the past few years, the bank's executive team have maintained a clear focus and dedication to our purpose now values. The Board is pleased with the continued performance of the business, and we thank the executive team for their ongoing efforts. The Board remains focused on ensuring that the executive team have the appropriate diversity of skills, experience and strategic capability required to lead Australia's bank of choice and to grow sustainably into the future. In consideration of this, the composition of the executive team changed during the reporting year, as Marnie mentioned earlier. The remuneration outcomes for financial year 2022 reflect the bank's performance and the intended operation of the remuneration framework. The overall structure and approach to executive remuneration did not change for financial year 2022. There were no fixed remuneration increases for the executive team. The executive team, including our Managing Director, did not participate in a short-term incentive plan and no cash bonuses payments were paid during the year. Following the end of financial year 2022, the loan funded share plan, which was granted in November 2020 along with historical long-term incentive grants were tested. The loan funded share plan award was tested at the end of its 2-year performance period. The plan had 3 performance measures, and all 3 of these measures were met. Our focus on disciplined cost management has resulted in continued decrease in our cost-to-income ratio since 2020, resulting in the performance targets set by the Board being met. Our above-system customer growth for the period also met target, and our superior customer advocacy measured through Net Promoter Score exceeded target, demonstrating our continued focus on customer experience. The loan funded share plan award is subject to an additional 2-year service condition and a risk assessment by Board. At the end of the period, executives have a further 2 years to repay any outstanding loans, and this very much aligns with the interest of our shareholders over the long term. The performance rights plan, a long-term incentive grant awarded to the Managing Director in financial year 2019 and to other executives in financial year 2020 was tested in accordance with the planned rules at the end of financial year 2022. There are 2 components to the award. It's comprised of a total shareholder return measure and also a customer hurdle. In all cases, our total shareholder returns have been below the selected peer group. And accordingly, the long-term incentive grants linked to that relative TSR were lapsed and did not vest. The second component of the LTI award, which had a customer hurdle based on relative NPS divest. This reflects that the bank has continued to build our customer advice advantage over our peers. The financial year 2020 long-term incentive awarded to executive key management personnel is subject to a further 1-year deferral period before it vests. And as such, executives did not receive any remuneration relating to the performance rights plan in financial year 2022. The financial year 2019 Managing Director Grant does not have a further service condition. The NPS component of the award was vested and the TSR return lapsed in fall. During the year, the bank undertook a review of the non-executive director fee structure. Historically, the bank has had an all-inclusive fee paid to directors to recognize their contribution to the Board and to committees. Following its external review, it was determined that it was appropriate to move to introduce committee fees in line with market practice and also to recognize the additional workload of the committee chairs. The introduction of the committee fee was partially offset by a reduction in the Board base fee, and these changes were effective from January 1, 2022. The Board's share fee remained unchanged. It's important that our approach to remuneration is balanced and focused on the creation of both long-term value and the attraction of talented people to our bank. During the year, we conducted a comprehensive review of the bank's approach to executive remuneration to ensure that our reward framework support our strategic objectives. And importantly, that they meet the requirements of APRA Prudential standard CPS511 remuneration. This standard comes into effect in January 2023. The Board was supported by KPMG as part of the design process and the review included consultation across a wide group of stakeholders. The review resulted in some very important changes to our incentive structure, including the removal of the loan funded share plan. While this plan created a high degree of alignment between shareholders and executives and notwithstanding our assessment of the financial year 2022 remuneration framework is sound, included that it was not appropriate for the plan to continue due to changes in external regulatory factors. The new framework for financial year 2023 is designed to support the delivery of our strategy to ensure that we continue to attract, motivate, retain a capable, committed executive team. It is simple and transparent and designed to drive a range of important performance outcomes, allowing the Board to adjust for risk matters and where appropriate, apply the broad discretion. The changes to the executive reward framework for financial 2023 include the introduction of a short-term incentive award, a redesigned long-term incentive arrangement with extended vesting time lines, and performance will be assessed across core financial and nonfinancial outcomes, reflective of individual and collective accountabilities and of our enterprise priorities. Additionally, it's important to note that all equity awards remain subject to continued employment, Board risk and reputation review and Tim Allison call back provisions. And there will be no further grants made under the previous loan funded share plan while the historic brands will continue as per the original terms. The Board believes this new framework, which is consistent with market practice and also APRA's requirements will be an enduring one. We do not expect to make any material changes to it in the coming years. In transitioning to a new Board framework, the Board acknowledges that the reintroduction of an annual short-term incentive plan does create the potential for overlapping measurement with the loan funded 2022 share plan. The Board will consider this overlap when determining the performance outcomes to ensure that executive rewards are aligned with shareholder expectations and a balance such that we are only rewarding performance outcomes once. The proposed framework rewards executives if they deliver on our strategy and create value for all of our stakeholders, our shareholders, our customers, community, people, planet and our regulators. At least 70% of the variable reward will be delivered in equity, creating strong alignment with our shareholders. Incentive opportunities for the short-term incentive and long-term incentive have been developed considering the previous incentive grants for our executive team and also market benchmark data. The Board believes they're reasonable and consistent with our historic approach of having remuneration weighted towards fixed pay when compared with the market. As part of the review of the executive reward framework, the Managing Director's fixed remuneration was reviewed. For financial year 2022, Ms. Baker's fixed remuneration consisted of $1.2 million in salary and 50,000 deferred shares or deferred base pay with a notional value of $500,000, equating to a fixed remuneration of $1.7 million. The 50,000 shares represented the fourth and final tranche of the deferred base pay grant. The Board considered the Managing Director's fixed salary noting that she has not had an increase since she started in the role in 2018. For the financial year 2023, the Board has determined that a new fixed remuneration of $1.6 million is appropriate in the context of Ms. Baker's solid performance and her tenure. The Board recognizes that while this is an increase in cash salary, it is nonetheless a decrease in total fixed remuneration from prior years. However, within the context of the new increased variable incentive framework, we believe it is balanced and set at a reasonable level. In addition, Ms. Baker has a maximum short-term incentive opportunity of 60% and a long-term incentive opportunity of 40%. You will be asked to vote on the long-term incentive grant shortly. The long-term incentive plan is a 4-year performance period and will vest in equal tranches after 4, 5 and 6 years. The plan has 4 measures, which have been determined considering APRA's requirement of having a material weighting to nonfinancial measures. 40% of the grant will be linked to total shareholder return measured against other S&P ASX financial services companies. This year, we've introduced a second financial measure return on equity, ensuring executives are focused on improving our returns over the medium term. We've retained our relative NPS customer measure as we believe it is critically important that we retain our significant gap in customer advocacy compared to other retail banks. The customer measure has been supplemented this next year with a reputation measure. The introduction of the rep track Reputation Index to benchmark our reputation against peers is an important measure as we seek to retain and protect our trusted place in the Australian community. We're consistently one of the most trusted brands in Australia, and we want to ensure that retaining this trust is front of mind in the decision making of our executives. Further information on the new framework, which will apply from the performance year 2023 is summarized in the 2022 notice of meeting, and additional detail was included in the FY '22 remuneration report. The Board believes the changes to our remuneration framework were important for the bank as we continue to adapt to the challenging landscape and while maintaining our long-held philosophy that our rem strategy is strongly supportive of our strategy and purpose, that it is designed fairly and that, importantly, it aligns with the interest of our shareholders. Thank you.

Okay. Thank you, Vicki. We're now moving on to the formal resolution as set out in item on today's agenda. Shareholders asked to consider and if 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. 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 rem report is advisory only and does not bind the company or the Board. However, the Board will obviously take the outcome of today's vote into consideration when reviewing the remuneration practices and policies of your bank. Robert, I'm aware we have a number of pre-submitted questions. Could you read this out, and then I'll go to questions in the theater as well?

Yes, Jacquie, we received 4 similar questions on remuneration. They were from [ Mr. Robert Airs, Mr. Daryl McCardal, Dr. Leonard Warren; and Mrs. Valerie Warren as well as Reverend Charles Sherlock and Mrs. Peter Sherlock. Reverend Sherlock and Mrs. Sherlock ] question encapsulated the general sentiment of the other shareholders when they asked in the current climate, would the Board not reflect Ben's enviable Community Bank Ethos by limiting increases in remuneration to the inflation rates 2021-'22 for the Board and 2018 to '22 for the CEO.

Thank you. I think Vicki did go through a little bit of this and she explained the bank's approach to making sure that remuneration is balanced and focused on both the creation of the long-term value of the bank but also the attraction of talented people to the roles. For both the Board and the Managing Director, there was no fixed change to remuneration from 2018 right up until the start of 2022. So I think that appropriate restraint has been exercised. I can assure you that relative to other companies in our sectors, we don't pay excessive amounts to our MD or Board, and I'd encourage you to have a look at our rem report if you'd like further information. Robert, was there anything else online before I go in person?

Yes, Jacquie. [ Mr. David Handsman, Mr. Peter Ellis and Mrs. Leslie Ellis ] ask why have short term incentives for senior executives being introduced?

Look, thank you. And I know that this was a question. I think, Robert, you said was submitted in advance, but I think Vicki's actually covered that in her address to the meeting. I might just -- I don't want to leave people standing there, go to in-person questions.

A question here from the floor, Jacquie from Eric Pasco.

Thank you, Eric.

Yes, Madam Chair just very briefly. The ASA is supporting the remuneration plan because we think it's neither excessive nor unfair. However, just a little protest, if we can. The CEO's pay structure just seems needlessly complex. And you had what we thought was quite an attractive pay structure before where you were concentrating mainly total shareholder return. So the ASA's vote is for simpler and better in the future.

And I would share your view on that one. As you know, as a bank from the first of January 2023, we come under APRA CPS511 guidelines. And so some of the changes are directly in relation to that. But I don't think Marnie would have a problem if it simpler and neither would I., but we do need to make sure we satisfy all our stakeholders, but I thank you for your comment and for your vote in support of it from the ASA. Thank you, any other questions, Colin?

No.

Any other questions, Robert?

Yes, Jacquie. Two more questions. The first question from [ Mr. Stephen Mayne ]. Given the interesting discussions across a range of topics today, including this remuneration report item, could the Chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lendlease all produce their first AGM transcripts in 2021. Will you follow suit today. This is something IAG have been doing since 2003. The 2-hour and 50-minute webcast of last year's AGM is available, but it's a daunting prospect to wade through it. Judges and politicians aren't told to wade through videos of their deliberations, but instead get court transcripts and hands how about treating us 100,000 Bendigo shareholders the same by delivering a first-ever AGM transcript in 2022.

Thank you, [ Mr. Mayne ]. Look, we'll take that on board. Doing this whole AGM in person and hybrid is spending a lot of taxpayers money to give everyone a chance to participate -- taxpayer's money. I'm clearly too involved in the economy -- a lot of shareholders' money in allowing everyone to participate, I would absolutely say definitely put the video up on our website, no problem in that, but maybe you might have to wade through it a little bit to have a look at it because we don't have someone transcribing today, and we'll have a look at whether that's good use of shareholders' money. But I won't promise anything, but I certainly promise that the whole AGM can be up online for you to review in future years if you so wish. Any other questions, Robert?

Jacquie, the final question is from Mr. Craig Caulfield. Chair Net Promoter Score on Page 35 of our annual report is included in variable rem Indeed, it is the only measure regarding a customer hurdle and represents all of the customer advocacy rem. Other customer measures have no impact on the CEO's bonus listed on Page 35? NPS is like placing 1 foot in a bucket of ice with the other foot in a bucket of hot coals and reporting to shareholders that on average, the temperature is ideal. NPS is simplistic, misleading and deceptive and should be reassessed. Will you consider other fairer metrics, specifically targeting to calculating customer advocacy rem rewards?

So Vicki mentioned going forward, we have a slightly different approach in STI and LTI. They will have, as she mentioned, a balanced scorecard of activities covering NPS but also covering other customer satisfaction measures. And we will look at the contra activities as well. That's part of the plan. Yes, we are doing that, although I do quite dispute your NPS characterization, I think it's just wrong. So we'll agree to disagree on that one. Any other questions?

Not on this matter, Jacquie.

Thank you. Just to go back to the question from [ Stephen Mayne ]. I understand, given we're doing close captions, I should have thought of this, there will be some transcript available via that service. So you can certainly look at it there. If there's no other questions on this one, then the direct voting and proxy details received prior to the meeting are now being displayed for your information, they're 92.4% in favor, 4.46% against and 3.14% open. So again, based on the provisional noting that people here are still to vote. That looks like that's been passed as well. Before I proceed now to the final matter, please note that voting will close at the end of this meeting. So please submit your votes now online. If you haven't already done so, people are here to collect your papers as you exit the theater if you would like to vote here in person. So we're asking shareholders to consider and if thought fit, to pass an ordinary resolution for the grant of performance rights to the Managing Director, Marnie Baker, for a long-term incentive for financial year 2023. Under the bank's Omnibus Equity Plan on the terms summarized in the exploratory explanatory notes of the Notice of Meeting. The performance rights are an incentive plan that creates an alliance between the Managing Director and other executives remuneration and shareholder outcomes. The performance rights do only vest, as Vicki said, to the Managing Director of the bank meets key strategic objectives. So these allocations are very aligned to shareholder outcomes. The arrangements are consistent with market practice for ASX-listed companies and financial institutions, and are required to compete for the skills that we need to make sure we manage the bank well. So Robert, are there any pre-submitted questions?

Yes, Jacquie, we received 3 similar shareholder questions on this item. That were from [ Mr. Lindsay Day and Mrs. Annette Day, Mr. Amerita Dyes and Mr. Elio Menegol, Mr. Menegol ] question encapsulated the general sentiment of the other shareholders when he asked, why is the Managing Director or anyone else given long-term incentives. When I do my job, I do it to the best of my ability with our long-term incentives. And if Managing Directors can't, they should not be employed.

Look, thank you for your question, [ Mr. Menegol ]. And I entirely understand the sentiment behind your question. But we need to ensure we're able to attract the best people to run your bank, whether that's your managing director or executive or other people in the bank. And so we need to make sure we offer market competitive remuneration to do this. As Vicki did explain, I think the Board conducted a fairly comprehensive review this year to ensure our executive remuneration and the reward framework supported those objectives, but also the objectives of the regulatory requirements of APRA's Prudential Standard CPS511, which is effective on all ADIs from or from us, maybe all date under the first of January 2023, Vicki's nodding. Yes, thank you. So long-term incentives are part of the managing director's total remuneration package. I personally think they're actually quite an important part because they're paid entirely in equity and they're all went tested. So they're at risk and they're only paid if results are achieved. So if Marnie gets paid in going well in the bank and that to me seems appropriate rather than paying cash. So I'm happy with that. Any questions online, Colin -- sorry, in the theater, getting confused with all my options in the theater Colin? No. Any more, Robert online?

There are no further pre-submitted or online questions, Jacquie.

Thank you. Then I confirm that the non-executive directors of unanimously recommend that shareholders vote in favor of this resolution. The direct voting and proxy results are those, again, are on the screen for you for those listening 91.99% in favor, 4.99% against, 3.02% open vote. So again, on provisional votes that looks like that one's passed. So thank you, everyone. That now concludes the items of business for today's meeting. I'll now close the voting. The results of the votes will be released to the ASX later today. I do want to thank everyone for attending today's meeting. Thank you to those online who have joined us by the telephone and participate that way. Again, we're really thrilled to be delivering this in person, thank each and every one of you for your contribution today. Please do stay safe, stay in touch with us, and I now declare the meeting closed. Thank you, everyone.