Brickworks Limited (BKW) Earnings Call Transcript & Summary

[Audio Gap] Voting today will be conducted by way of a poll on all items of business. In order to provide that you have enough time to vote, I will shortly open voting on all resolutions. At that time, if you are eligible to vote at this meeting, a new voting tab will appear. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote will automatically be recorded. You do, however, have the ability to change your vote up until the time I declare voting closed. Please submit your votes at any time whilst voting is open. I will give you a warning before I move to close voting at the end of the meeting. As set out in the notice of meeting, as Chairman of the meeting, I will be voting all undirected proxies in favor of each item of business to the extent permitted by applicable law in each case. I will now formally vote on all undirected proxies in this manner and all directed proxies in accordance with the directions provided by shareholders. I now declare open voting on all items of business. The voting tab will soon appear. Please submit your votes at any time, and I will give you a warning before I move to close voting. You'll see there now on your screen the proxy votes that we've received so far. Online attendees can submit questions at any time. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the relevant time of the meeting. Please also note that your questions may be moderated if we receive multiple questions under one topic. They will be amalgamated together. For those shareholders who wish to ask a verbal question, an audio question facility is available during this meeting. [Operator Instructions] Now to the agenda for today's meeting. After I have completed my overview, Lindsay will give the Managing Director's address, including a review of Investments, Property and our Building Products businesses, both here and in North America. Following Lindsay's address, Emily Antonio, our General Manager Operations, will provide an overview of the progress we are making on sustainability. Shareholders will then have the opportunity to ask questions, and then we will proceed to the formal part of the meeting. I will now present my overview. It gives me great pleasure to report that the company delivered another strong financial result in the financial year 2021, with record underlying profit of $285 million, up 95% on the prior year. The contribution from Property was again the standout, with strong demand for our prime industrial land driving a significant increase in the value of our portfolio. Performance across Building Products was mixed, with the Australian operations largely unaffected by COVID-19 pandemic for most of the year, delivering significantly higher earnings. However, our North American operations were severely disrupted by the pandemic. Although this had an adverse impact on earnings in the region, the business made good progress on a range of strategic initiatives. In addition to delivering the record underlying earnings, our asset growth was very strong during this period. This included the value of our stake in Washington H. Soul Pattinson increasing by $1.2 billion over the period. A fully franked final dividend of $0.40 per share is payable to shareholders tomorrow. This takes the full year dividend to $0.61, up 3%. We are very proud to be one of the few ASX 200 companies that have increased our dividends to shareholders over the pandemic, and we have not needed to raise equity or receive any government support payments. Including this year's dividend increase, we have maintained or increased normal dividends now for the last 45 years. In addition to the dividend growth, Brickworks also has a strong history of total value creation. Based on the share price at the end of the financial year, the company has delivered shareholder returns of 13.1% over the past 10 years, incorporating both dividends and share price appreciation. This means $1,000 invested in Brickworks only a few years ago in 2011 would be now worth $3,500 at the end of the year. Performance over a range of periods is also shown on the slide, with Brickworks performance exceeding the index over 1, 3, 5, 10, 15 and also 20 years. Brickworks has a strong and stable Board that is committed to acting in the best interest of all shareholders and ensuring Brickworks is well positioned for future growth. The Board regularly reviews its capabilities and composition to ensure an optimal mix of skills, knowledge and experience to safeguard the continued and long-term success of this company. The Board currently comprises of 7 directors, including 4 independent nonexecutive directors. A further period of Board transition is planned over the next few years, with Robert Webster having advised me that he will not seek reelection at next year's Annual General Meeting when his current 3-year term concludes. Michael Millner's term also concludes at the same time. To assist with orderly transition process, Michael intends to offer himself for reelection in 2022 before retiring at the 2023 AGM. As part of our succession plan, it is the company's intention to engage external consultants to assist with the appointment of one or more new independent nonexecutive directors to replace both Robert and Michael, ensuring Board independence. It gives me great pleasure how to hand over to Lindsay for his Managing Director's [ address ].

Thank you, Chairman. Good afternoon, ladies and gentlemen. Despite the many challenges faced in the financial year 2021, it gives me great pleasure to report another successful year. As well as delivering strong financial results, we've also made significant progress in the implementation of a range of strategic initiatives to position the company for further growth. Firstly, I'll take a moment to discuss the specific impacts of COVID-19. The pandemic has had a fundamental impact on our workplace over the past 18 months. Extended travel restrictions and lockdowns have reduced face-to-face meetings. To compensate, we have increased our level of internal communication more than ever, utilizing video technology to efficiently carry out daily management meetings and staff communications. Operations in the United States were significantly impacted by the pandemic in financial year 2021. Sales activity across several U.S. states was restricted for various periods during the first half. Many major projects in our key commercial market were delayed during this period. In addition, our operations directly impacted -- were directly impacted. And we had numerous cases across our workforce. On some occasions, we had up to 10% of our workforce away. We recorded $5 million in COVID-19-related costs as significant items in the financial year 2021, primarily related to these impacts. In Australia, operations were relatively unaffected throughout 2021. However, in the first quarter of the current year, temporary restrictions on construction activity were imposed in Sydney and Melbourne, our 2 largest markets. We estimate that these restrictions have had an additional $3 million to $5 million impact on earnings. On a positive note, demand for our Building Products has remained resilient throughout the period. We have seen changing consumer preferences towards lower-density living. And on the whole, this is a positive for our portfolio of products. Throughout the pandemic, we have maintained our major capital investment program despite travel bans that have restricted the mobility of our engineering crews and our overseas-based suppliers. Our teams have shown persistence and initiative to overcome the unprecedented challenges and keep these projects moving forward. The completion of these projects will place us in a strong competitive position, and I'll provide an update on them later. We've also seen an accelerated -- acceleration in trends such as online shopping, and this has driven strong demand and increased valuations for our industrial property. Development activity within the Property Trust was temporarily slowed in August, but we've largely recovered these delays. Overall, Brickworks' diversified portfolio of attractive assets and strong balance sheet have allowed the company to successfully navigate the pandemic without receiving any government support payments or undertaking a dilutive capital raising. Given supportive industry trends and our continued investment throughout the pandemic, we're now well placed to benefit as the economy reopens. Firstly, looking at safety. I'm pleased to report that we continue to make steady progress in improving workplace safety. A sustained decrease in injuries across the Australian operations has been achieved over the past decade through disciplined implementation of safety management systems and procedures, together with behavioral leadership and safety training programs. In 2021, we achieved a record low reportable injury frequency rate of 9.3 and reported just 1 lost time injury in our Australian operations. Our safety management systems continue to be rolled out across our operations in North America, where injury rates are higher than Australia. In North America, there were 10 lost time injuries during the year. Encouragingly, the number of total recordable injuries rate decreased from 24.3 to 24.1 -- sorry, to 21.1. Moving now to our financial performance in financial year 2021. Revenue of $890 million was down 6%. The decrease was primarily due to land sales revenue recorded in the last year and the impact of exchange rate movements on Building Products North America revenue when reported in Australian dollars. EBITDA from continuing operations of $453 million was up 61%, primarily driven by increased earnings from Property, Investments and Building Products Australia. As the Chairman mentioned, underlying net profit after tax from continuing operations was a record $285 million. This translates to an underlying earnings per share of $1.89. After including significant items and discontinued operations, the statutory profit was $239 million, down 20% on the financial 2020 year, which included a large one-off profit in relation to our shareholding in Washington H. Soul Pattinson. Brickworks has a strong portfolio of diversified businesses, consisting of a 26.1% interest in Washington H. Soul Pattinson, a 50% share of the industrial property trust with Goodman, Building Products in Australia and Building Products in North America. At the end of the financial year, the net inferred asset backing of these assets was $4.5 billion after including our net debt. This equates to $29.80 per share. The asset value includes land, both operational and surplus, with market value that is significantly higher than the book value. We are currently evaluating options to release this value. I'll now briefly provide an overview to each business. Turning now to Property, which delivered underlying earnings of $253 million in 2021. Our Property earnings are derived from selling surplus operational land and through our 50% ownership in the Joint Venture Profit Trust with Goodman. Having grown significantly since its inception in 2006, the trust now makes up the vast majority of Property earnings. The trust structure is based on Brickworks selling surplus operational land into the trust at market value and Goodman funding the infrastructure works to create serviced land ready for development. Balancing payments may be required to ensure an equitable contribution towards the value of the fully serviced land. Once a lease precommitment is secured, the service land can then be used to -- as security with debt funding used to cover the cost of construction of the facilities. The relationship is mutually beneficial with Brickworks gaining access to Goodman's development expertise and network of customers and Goodman gaining access to Brickworks' prime industrial land. At the end of the financial year 2021, the total value of leased assets held within the Property Trust stood at $2 billion. These assets generated around $89 million in gross annual rent. Brickworks' 50% share of net assets after excluding debt and assets under development was $911 million at the end of the year. Strong demand for prime industrial property is being fueled by structural tailwinds, resulting in an unprecedented development pipeline within the Property Trust. The new developments are increasingly sophisticated, incorporating features such as robotics, automation and multistory warehousing. The development of these advanced facilities has become a critical competitive advantage for many businesses in the new economy and will continue to support the increasing value of the Property Trust. One example is the state-of-the-art Amazon facility shown on the screen. This is located at our Oakdale West estate in Horsley Park in Western Sydney. This facility is expected to be completed in the coming months. In the background of this photo, you can also see the Coles distribution warehouse, with construction of this facility expected to be completed towards the end of the calendar year 2022. In the last 6 months, a number of new tenants have precommitted to facilities at Oakdale West, including a 35,500 square meter facility for Woolworths, a 32,000 square meter facility for Australia Post and an 11,000 square meter warehouse for Xylem. The completion of these facilities and the long pipeline of other precommitted developments will result in an increased leased assets of around $1.2 billion and rent of -- gross rent of $50 million over the next 2 years. Building Products Australia is a leading manufacturing and distribution of Building Products across all Australian states. Since 2000, the Building Products Group has grown from a 2-state brick manufacturer in New South Wales and Queensland to a diversified national Building Products business. In total, Building Products Australia comprises of 28 manufacturing sites and more than 45 design centers and studios across the country. The portfolio includes Austral Bricks, Australia's largest clay brick manufacturer with significant market position in every state; Concrete Products comprising of Austral Masonry, Austral Precast and Southern Cross Cement; and Bristile Roofing. Building Products Australia is primarily exposed to the residential housing market, with 85% of our sales into this segment. In financial year 2021, revenue from Building Products Australia was $687 million, and underlying EBITDA was $97 million. As I mentioned earlier, we've maintained our significant capital investment program over the past 18 months, and this will place us in a very strong competitive position in key markets as we emerge from the pandemic. Our new Sydney masonry plant on the Property Trust's Oakdale East Estate reached practical completion in July. The masonry plant is shown in the foreground of the photo on the screen. Over the past few months, our team has been working through the commissioning process, and now this is well advanced. In actual fact, the factory is now meeting budgeted production. The new facility with a capacity of 220,000 tonnes per year incorporates the latest block-making technology and will deliver lower costs and a broader product range. This is a photo inside the curing chamber. This chamber holds 8,000 production boards, with the standard 18 masonry blocks per board. And it maintains a beautiful 99% humidity at 38 degrees. Go and take the foggy glasses. The next photo shows the production dryline. At the top of the image, the blocks are exiting the curing chamber before being palletized, wrapped and transported to the yard for storage. In addition to the masonry plant, the project also includes an associated value-added facility. The machines in this area are capable of applying a wide range of architectural finishes to create products such as polished pavers and split face retaining wall blocks. Construction of this facility is shown on the screen and will be completed early next year. Meanwhile, construction of our $130 million face brick facility at Horsley Park, Sydney is also well underway. As shown by the photo on the screen, the building and roof structure is now fully erected. The kiln and dryer building is shown in the front, with the production building behind. Yard preparation works in the foreground are now commencing. The kiln structure is now around 75% complete, with internal walls and refractory lining soon to commence. In total, the kiln is 210 meters long. This photo shows the fine clay bins being erected. In total, there are 8 bins, each with a capacity of 150 tonnes, giving a total capacity of 1,200 tonnes. Major plant and equipment such as the brick setting machine have been fabricated in-house in Melbourne and will shortly be transported to site for installation. Once completed, the plant will produce 130 million bricks per annum and will be the most advanced brick plant in the world. We expect construction to be completed by the end of the 2022 calendar year. Turning to our newest division, Building Products North America. We initially entered this market in 2018 with the acquisition of Glen-Gery, who was a leading brick manufacturer in the Northeastern region of the United States. Since then, we have completed 3 additional acquisitions. We have now established a business of significant scale in North America, able to make a meaningful contribution to the group earnings and a platform for growth. Building Products North America now has market leadership in key states across the Northeast, Midwest and Mid-Atlantic regions; a portfolio of well-recognized brands; over 1,000 employees; 10 operating brick plants and 1 stone plant; 27 retail distribution outlets plus design studios in New York, Philadelphia and Baltimore. On revenue of AUD 202 million, Building Products North America delivered an EBITDA of $26 million in 2021. As I mentioned earlier, the revenue and earnings delivered in the financial year 2021 were significantly impacted by the pandemic and do not accurately reflect the rapid growth phase currently underway and the significant achievements in North American business since our entry a few years ago. Our continued growth is reflected in our most recent acquisition in the United States, the Illinois Brick Company, or IBC. We completed this acquisition in August following the end of the financial year 2021. IBC was the largest independently owned and operated brick distributor in the U.S., with 17 showrooms and distribution yards all located in Illinois and Indiana. This is an area where we previously lacked a direct distribution presence, and therefore, the acquisition has filled an important gap in our network. Importantly, sales volumes through the IBC network will underpin production volume at our Midwest plants, which have ample capacity to accommodate additional sales growth. In addition to sales of around 70 million bricks per annum, IBC offers a range of complementary building materials and supplies such as stone, masonry, construction materials and tools. These additional products make up around 50% of total IBC revenue. So far, the integration process of the new IBC retail outlets has been very smooth, and we are pleased with the initial contribution from these stores. Turning now to an update on our first quarter performance. Brickworks is in a strong position with a conservative debt level and a diversified portfolio of attractive assets. We're excited by the outlook for our investments in Washington H. Soul Pattinson following the recent merger with Milton Corporation. We expect the larger Washington H. Soul Pattinson to continue to deliver superior long-term returns and consistent dividend growth well into the future. As I have discussed, there's an unprecedented development pipeline within the Property Trust, and the completion of facilities over the next 2 years will result in a significant uplift in rental income and asset value. With Building Products Australia, we have made a steady start to the year despite the impact of the pandemic-related restrictions in our major markets. With these restrictions now eased across the country, sales momentum is improving, and we are hopeful that all states will experience an elevated period of activity for the remainder of the financial year. In North America, we have recorded a significant uplift in sales revenue during the first quarter, primarily due to the acquisition of IBC. However, margins remain subdued. We're experiencing cost pressures across the supply chain, particularly in transport, and labor shortages are resulting in higher wages to attract and retain staff. In addition, we are selling a high proportion of products to the residential segment with activity in the higher-margin commercial segment expected to remain weak until spring. In both countries, there remains an ever-present threat of further unforeseen disruptions from the pandemic and related supply chain issues. I'll now hand over to Emily, who will provide an overview of the great progress we are making in the area of sustainability.

Excellent. Thank you, Lindsay. In 2020, we developed our 5-year sustainability strategy, Build for Living: Towards 2025. This strategy includes measurable targets and commitments across our key pillars of responsible business, our people and community and the environment. Our central sustainability commitment is to drive leading environmental building design that brings to life our purpose: to make beautiful products that last forever. We support life cycle thinking and building design. A building material's energy efficiency is based on more than just the manufacturing process. It's how it performs in a lived-in home. Over the life cycle of a home, the majority of carbon emissions are from operational factors such as the use of artificial heating and cooling. As such, a true assessment of energy efficiency includes the thermal mass benefits as well as the thermal resistance of walls. External brick absorbs heat energy, stores it and releases it later into the environment. This thermal lag from thermal mass reduces artificial heating and cooling demand. Bricks are more efficient than lightweight materials. An independent research shows that the energy use of a brick veneer home is less than half of a similar home using lightweight materials. Central to our sustainability strategy is the goal to provide leading thermal research, design guidance and information to incorporate life cycle thinking into building design. This supports a holistic life cycle assessment rather than a simplistic focus on embodied carbon alone. Bricks have other critical performance characteristics that contribute to overall life cycle energy efficiency and sustainability. They are low maintenance, fire resistant, do not emit toxic volatile organic compounds, have a 100-year service life guarantee and can be recycled or reused. At Brickworks, we see a strong future for bricks, masonry, roof tile and precast as critical enablers for safe and sustainable cities. We're achieving good progress across many aspects of sustainability. During the year, we achieved a 61% increase in recycled material use, with a total of 12.5% recycled content in raw materials in Australia. We continue to invest in emission abatement technology, with over $3 million now invested since FY '19. We are partnering with Murdoch University, leaders in renewable energy research, to investigate the transition to the hydrogen fuel economy through the Brickworks Hydrogen Feasibility Study. The study spans over 2 years and is exploring the use of hydrogen as a kiln fuel in the manufacture of clay bricks through desktops and lab-scale trials. Also, we are continuing our focus on inclusion and diversity. Gender diversity has significantly improved, with 28% of the executive leadership team in Australia being female. This compares to 7% in 2015. Brickworks is active in the community, having completed 120 community engagement activities during the year. We have a long-standing partnership with the Children's Cancer Institute, having made direct and indirect contributions of over $4 million since 2002. During the year, Brickworks also formed a sustainable supply chain working group, developed a Modern Slavery Policy and a Supplier Code of Conduct. We are committed to leading our industry in reducing carbon emissions through continued investment in manufacturing excellence. This includes our global kiln refurbishment program to drive energy efficiency beyond international benchmarks and driving biofuels and low carbon opportunities. Since 2006, we have reduced our emissions by 45% through manufacturing rationalization, capital investments into modern, fuel-efficient processes as well as product redesign, use of recycled materials and firing our kilns with green fuels such as landfill gas. Last month, we were also pleased to announce the collaboration agreement with Delorean, whereby we will work together to investigate the feasibility of developing green synthetic natural gas at our brick plants. If successful, each facility has the potential to displace up to 100,000 gigajoules per annum of fossil fuel gas with renewable biomethane. We are incrementally adopting the recommendations of the leading carbon risk framework TCFD such as undertaking climate scenarios, identifying risks and strategic responses. Leading experts in TCFD are supporting our analysis, and we expect to make a public TCFD statement during 2022. Throughout this process, long-term carbon management strategies are being explored. During FY '21, our approach to a low-carbon future was set out in our low emission technology statement. Together with our joint venture partner, Goodman, we aim to be world leaders in sustainable industrial property design and development. For example, at our latest development at Oakdale West, all buildings will have sustainable design initiatives incorporated, including drought-resistant landscaping, rainwater harvesting, electric vehicle charging stations and 5% of parking dedicated to electric vehicles, LED lighting and recycling facilities. All properties at Oakdale West will have solar installed, with 8.25 megawatts of solar already committed. This is equivalent to an environmental saving of taking 5,500 cars off the road. We are also focused on social aspects of our property developments, with estates such as Oakdale Central incorporating an on-site cafe, providing convenient food and beverage options for staff and visitors. Before handing back to Lindsay, I would now like to show a video that provides more information on our sustainability strategy and the progress we are making at Brickworks. Thank you. [Presentation]

Thank you. Thank you, Emily. Before I finish, I would like to acknowledge the contribution under very difficult circumstances of all the Brickworks staff. Including our new IBC employees, we now have 2,225 employees, and it's their energy and dedication that will continue to drive our success. I'd also like to take this opportunity to thank the Board of Directors for their guidance and support during the year. Finally, I'd like to thank our shareholders, including those attending online today, for your continued support of Brickworks Limited. I will now hand back to the Chairman for any questions.

Thank you, Lindsay. We're going to now respond to questions. I have some written questions, and then I'll open the meeting up for questions. The first question is from [ Jeffrey Smith ]. Does the company source any materials from Communist China? Answer. Brickworks is in the process of reviewing its supply chain and during this process has identified that of its 5,000 direct Tier 1 suppliers in Australia, there are 4 based in China. These suppliers are very small with an annual spend ranging from $30,000 to $160,000 compared to Brickworks' hundreds of million dollars in total annual expenditure. The products being sourced are masonry molds, Terracade facade systems, solar tiles, stone cladding and granite pavers. At this stage in the review, we are not aware of any direct suppliers from China to our U.S. operations. Brickworks has established a management framework to identify instances of modern slavery in its supply chain and has issued policies covering modern slavery and human rights. Brickwork seeks to work with its supply chain to identify and remove any suspected breaches of these policies. This work is ongoing. Now we have a question from [ Paul Fletcher ]. Has the company ensured that plans are in place to insulate the business from increasing energy costs? Does the company plan to publish an annual environmental emissions inventory from its operations? The answer. Brickworks manages energy costs by entering into the energy contracts to fix the energy price. Entering into energy contracts protects Brickworks from energy price movements that occur in the wholesale energy markets. For example, Brickworks has entered to a 5-year gas supply contract with Santos to manage its gas costs. Brickworks currently reports on its Scope 1 and Scope 2 carbon emissions associated with its Australian operations in its sustainability report, which is now available on our company's website. Reporting for the North American operations is currently being developed, and their emissions will be reported in our 2022 sustainability report. Additional metrics under the Task Force on Climate-related Financial Disclosures recommendations will also be published in the company's TCFD statement in 2022. Question 3 and question 4 received from [ Michael Cohen ] and [ Ruth Wood ]. What are the policies, strategy and plans to quit coal and fossil fuel investment and switch to investing and outperforming in renewable energy and material projects? What is being done to accelerate a move to 100% renewable energy use and renewable and recycled materials use if at any cost to make Brickworks substantial and responsible energy that we all invest in? Answer. As Emily spoke about earlier, since 2006, we have reduced our emissions by some 45% through manufacturing rationalization, capital investments in the modern fuel-efficient production processes as well as product redesign, use of recycled materials and firing our kilns with green fuels such as landfill gas and sawdust. We are actively developing our long-term lower carbon energy pathway focused on investment areas including biogas, hydrogen and renewable energy. Within our Property Trust, all buildings have sustainable design initiatives incorporated, including extensive use of solar panels for electricity generation. I'm now opening up questions from shareholders, and I'll hand over to Susan to read the questions.

Thank you, Chairman. The first question is from [ Rosticky Proprietary Limited ]. And the question is the net profit after tax was up 95%, but the shareholders are only receiving a 3% dividend increase. Why?

Thank you. Well, one of the reasons why, most of that profit was from the Property Trust, and it's not a cash profit. As I mentioned earlier, we've been able to maintain and increase our dividends over a very long period. And we want to make sure we're able to do this constantly without getting too excited, 1 year paying more than we should and then having to reduce it the next year.

Okay. The next question is from Mr. Stephen Mayne. Well done to Brickworks for not claiming JobKeeper when 174 ASX-listed companies registered for the widely rorted scheme where $38 billion of the $88 billion was paid to employers, which didn't satisfy the required revenue drops to qualify. Was this a Millner family conglomerate-wide approach? Or did it just apply to Brickworks? What was the Chair's view of the JobKeeper scheme?

Thank you, Stephen, for that question. I'm not prepared to go in the politics of the JobKeeper, but as I mentioned earlier, this company did not receive any JobKeeper payments.

Another question from Mr. Stephen Mayne on resolution 5. A number of companies have withdrawn proposed constitutional amendments to allow for virtual AGMs, including Brambles, Dexus and Bendigo Bank. Others have run the gauntlet and been defeated, including Bapcor and Altium. Given that our cross-shareholding arrangement is prohibited for newly listed companies, is it appropriate for Soul Pattinson to vote on this constitutional change? And have we considered withdrawing the resolution? Also, what is the proxy position? So in relation to -- I'll answer that question. In relation to resolution 5, I can confirm that there are no voting exclusions to a resolution for constitutional changes. So that's not required. You will be aware that the Board has indicated it doesn't have any current intention to hold virtual-only meetings, unless required to do so by law or if exceptional circumstances apply such as ensuring the health and safety of employees, as is the case for this year's AGM. In these circumstances, where virtual meetings are held, the Board will look to ensure shareholders are afforded the ability to participate and be heard in the same manner as they would in physical meetings, again, as we're doing today. The proxy votes were put up at the beginning of the meeting. They are on the screen at the moment. And you can see that some 80% of proxies were cast in favor of this resolution. My -- the Board didn't consider withdrawing it. I think that answers that question. Another question for Stephen -- from Stephen Mayne. Did any of the 5 main proxy advisers in the Australian market, ACSI, ASA, Ownership Matters, Glass Lewis and ISS, recommend a vote against any of today's resolutions? Which of the proxy advisers are covering us? And has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolution so shareholders can ask questions if there have been any protest votes? Again, I'll answer this question. We -- I can confirm again that the proxy votes will -- are on the screen and available to all shareholders to review. In relation to the proxy advisers, we are followed by all 4 of the proxy advisers mentioned in the question. In relation to their recommendations this year, they all unanimously recommended in favor of our remuneration report and also in favor of the grant of performance rights to the Managing Director. They were split in relation to the reelection of the Chairman, but we do note the comments that have been made today in relation to Board succession with the retirement of Michael Millner and Robert Webster in the coming 2 years and the proposal to appoint a new -- at least 1 or 2 new independent directors to the Board, which is addressing the concern of proxy advisers around having a majority independent Board on their analysis of the position. In relation to the resolution regarding the constitutional changes, as we indicated, it's only the Board's intention to go down that path if it's exceptional circumstances. On this basis, the -- 2 of the proxy advisers provided qualified recommendations, noting that shareholders may, in fact, wish to support these amendments in relation to virtual meetings given this position by the Board and to -- were -- again recommended against that resolution. So I think that's the position on that. We haven't seen significant protest votes at all against any of these resolutions. And in fact, the proxy results will show in the alternative. So yes, thank you. Another question from Stephen Mayne. The Chairman is 71 and is seeking another 3-year term on the Board, presumably as Chair. Could he provide an update on his health and effectiveness? Does he suffer from any senior moments? Is he becoming less tolerant of criticism and alternative ideas as he ages? In the past, the Chair has been a notable climate change skeptic. Has his view changed?

Thank you, Stephen. It's very kind of you to think of my health. And I can assure you at 71, I've never felt better.

Thank you. I think we'll move to another question from Stephen Mayne. Could the Chair comment on what percentage of Brickworks his family owns on a diluted -- fully diluted basis given that the recent Milton takeover significantly expanded the proportion of non-Millner family shareholders within the conglomerate? On what grounds can it be justified for the Millner family to hold 28.6% of the Brickworks Board seats, 2 out of 7, whilst also holding the key Chair and Deputy Chair positions? Isn't it time to have an Independent Chair and a genuine majority of independent directors?

Again, Stephen, thank you for the question. That will be a matter for the Board. So I'll address that over a period of time.

We have another question from Stephen Mayne. Given the interesting discussions across a range of topics today, could the Chair undertake to make an archived copy of the webcast plus a full transcript available on the company's website? Nine Entertainment Chair, Peter Costello, who appreciates the benefit of a Parliamentary Hansard transcript, where MPs don't have to scroll through old videos to find out what was said, made this change earlier this month and had a full transcript of Nine's AGM online before the end of the day. Can we match that time?

We're just checking whether we can or not. All right. Well, we'll make the best endeavors to do that. If it's not this afternoon, we'll try and get it up by tomorrow. Any more questions, Susan? Or was that it?

No more questions. Thank you, Chairman.

All right. Thank you, shareholders, for those questions. I might just go back up to the lectern. All right. We now move to the formal part of the meeting. Resolution 1 is for the meeting to receive and consider the financial report of Brickworks and the Brickworks Group and reports of the directors and auditors for the financial year ended 31st of July 2021. I now lay these reports before the meeting. This item does not require a vote. Susan, do we have any questions?

No further questions, Chairman.

Okay. No questions. I'll move on to resolution 2. Resolution 2 relates to the adoption of the remuneration report for the year ended 31st of July 2021. The Brickworks Board is committed to ensuring that all remuneration framework is focused on driving a performance culture that is closely aligned to the achievement of the company's strategy and business objectives as well as the retention of key members of senior management team. In order for this resolution to be passed, at least 50.1% of the eligible votes cast must be in favor of this resolution. Susan, do we have any questions on it?

No further questions, Chairman.

Thank you, Susan. There are no questions. I'll now move on to resolution 3. Resolution 3 seeks shareholder approval for the MD to participate in the year 2021 plan and for the grant of performance rights to Mr. Partridge under the plan to be allocated following the 2021 AGM. The details of the proposed grant are set out in the notice of meeting. In order for this resolution to be passed, at least 50.01% of the eligible votes cast must be in favor of this resolution. Susan, do we have any questions?

No further questions, Chairman.

Thank you very much. Since there are no questions, I'll now move on to resolution 4. As I am now up for reelection, I'll hand over to Debbie Page.

Thank you, Chairman. Resolution 4 seeks a shareholder approval to reappoint Mr. Robert Millner as a Director of Brickworks. In order for this resolution to be passed, at least 50.01% of the votes cast must be in favor of the resolution. Are there any questions on this resolution?

No further questions on this resolution.

Thank you, Susan. As there are no more questions, we can now move to resolution 5.

Thank you very much, Debbie. I will now move to resolution 5. Resolution 5 seeks shareholder approval to amend the constitution in the manner set out in the notice of meeting. In order for this resolution to be passed, at least 75.01% of the votes cast must be in favor of this resolution. Susan, do we have any questions on that resolution?

Yes. We do, Chairman. Question from Stephen Mayne. Surely, a 19% against vote is considered material, particularly when it would only require a 25% vote to defeat this, and Soul Pat voted its 26% in favor. Did any of the proxy advisers support this constitutional change? Why not withdraw it?

Thank you for the question. We will not be withdrawing. We're within our legal rights of doing what we're doing. So we will not withdraw it. All right. No more questions?

There's one more question here from Stephen Mayne. He's asked, what sort of performance review did the independent directors conduct into Mr. Millner's performance?

[ Who's Jenny ]?

I think [ he thinks ]...

Yes. As I mentioned before, it will be up to the various independent Board members of Brickworks to make that decision. So any other questions, Susan?

No. No more questions, Chairman.

All right. Thank you very much. Well, there's no further business, and I'll give you a couple of minutes now in case people would like to -- that haven't -- would like to still cast a vote. So I'll keep the meeting going for another couple of minutes, so we get a -- give people an opportunity to submit their votes. [Voting]

All right. Well, thank you very much, everybody. I now close the poll and declare the meeting closed. Thank you for voting. And these results of each item will be announced on the ASX and also on our website later this afternoon. Thank you.