Codan Limited (CDA) Earnings Call Transcript & Summary

Well, good morning, ladies and gentlemen. My name is Graeme Barclay, and I'm the Chair of your company. We acknowledge that we are meeting on the traditional country of the Kaurna people of the Adelaide Plains and pay respect to elders past and present. We recognize and respect their cultural heritage, beliefs and relationship with the land, and we acknowledge that they are of continuing importance to the Kaurna people today. We also extend that respect to other Aboriginal language groups and other First Nations people. As Chair of this meeting and on behalf of my fellow directors, I'm pleased to welcome you to the 2024 Annual General Meeting of Codan Limited. It is now just after 11 a.m., and as a quorum is present, I declare the meeting open. Can everybody please just turn off mobile phones or to silent mode? Today's meeting is a hybrid meeting in that in addition to company representatives and shareholders present in the room today, shareholders, proxy holders and guests can participate in this meeting virtually via Computershare's online virtual meeting platform. Virtual attendees can watch a live webcast of the meeting and shareholders and proxy holders can ask questions and submit votes. For those attending in person who wish to ask a question, you may raise your blue attendee card to ask a question when called upon to do so, and you may speak once you've been acknowledged and identified. [Operator Instructions] Please note that while you can submit questions from now on, I'll address them when we get to the relevant point in the meeting. Please also note that your questions may be moderated or if there are multiple questions on a similar topic, we'll amalgamate questions and deal with an answer all at the same time. Further, whilst we may not be able to deal with every question, I will ensure that members as a whole have a reasonable opportunity to ask questions. The voting procedure today will be conducted by way of a poll on each item of business. And to provide you with enough time to vote, I will shortly open voting for all resolutions. For shareholders and proxy holders who are attending the meeting in person, you've been issued with a blue attendee card with the voting details on the reverse side, and I'll provide the procedure on how to vote once the resolutions have been put to the meeting. For those attending virtually, if you're eligible to vote at the meeting, a vote icon will appear. Selecting this icon will bring up a list of the resolutions and present you with the voting options. To cast your vote, simply select one of the options, and there's no need to press submit or enter as your vote is automatically recorded, and you will see a notification on your screen confirming your vote. You do have the ability to change your vote up until the time that voting is declared closed. For full details on how to log on and vote online, there's a user guide that was outlined in the Notice of Meeting. And should technical difficulties arise during the meeting, I retain the discretion to determine whether and how the meeting should proceed if we experience any technical issues. If I do exercise this discretion, I will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is impacted. I now declare voting open on all items of business. The vote icon will soon appear for those voting online. Please submit your votes at any time. And as I said, I'll provide ample notice prior to closing the voting. I appoint Nigel Bulling of Computershare Investor Services to be the returning officer and to conduct the poll. As outlined in the Notice of Meeting, where your directors are able to express a view on resolutions, your Board strongly recommends that shareholders vote for the resolutions. The Notice of Meeting and explanatory memorandum was distributed to all shareholders on the 20th of September 2024, and I propose to take them as read unless there are any objections. The format for today's meeting is to conduct the formal business of the meeting after a presentation from our CEO on the company's strategy, recent acquisition, financial performance in FY '24 and the near-term outlook. But before moving to the formal resolutions to be voted on at the meeting, there will be an opportunity for shareholders to ask questions. Now let me introduce the Codan Board. As previously mentioned, I'm Graeme Barclay, and I became the Chair of your company on the 1st of February 2023, and I consider it to be an absolute privilege to be the Chairman of this company. It's my pleasure to introduce the current Board of Directors of Codan, and I'll ask each of the directors to put their hands up as I introduce them. Firstly, I'd like to introduce Kathy Gramp. Kathy was appointed to the Codan Board in November 2015 and is Chair of the Audit and Risk Committee and a member of the Remuneration and Nomination Committee. Kathy is retiring by rotation in accordance with the company's constitution and is standing for reelection. Next, I would like to introduce Sarah Adam-Gedge, who was appointed on the 1st of February 2023 and is a member of the Audit and Risk Committee. Next, I would like to introduce Heith MacKay-Cruise, who was appointed on the 1st of March 2023 and is a member of the Remuneration and Nomination Committee. At last year's AGM, Sara and Heith were introduced to shareholders, and they both explained the experience they have and the contribution that they expect to make to the Codan Board. Finally, our Managing Director and CEO, Alf Ianniello, who joined the Board in January 2022. We're also joined by Michael Barton, who acts -- who will act as the Company Secretary for the meeting. Michael was appointed to the position of CFO and Company Secretary in September 2009. I've asked Michael to address some administrative matters during today's meeting and also to read out any shareholder questions that we receive prior to or during today's meeting, and we'll hand over to him at the appropriate times. As mentioned, there will also be an opportunity for variable questions before we address the AGM resolutions. In terms of proxy votes, proxies have been received from 413 members representing over 71% of the company's voting shares, and these will be reported to the ASX for each resolution. I do note that any open proxies that are directed to being proxies that I as Chair can vote will be voted for each of the resolutions. Ladies and gentlemen, in conjunction with our speech, I'd now like to update you on Codan's business over the past 12 months and how the 2025 financial year is shaping up so far. Codan had an excellent FY '24, with group revenues up by 21%. EBIT was up by 29% and net profit after tax was up by 24%. And to provide you with the scale of these percentage improvements, group revenues were $550 million. Group EBITDA was up 27% to $147 million. Group EBIT was $114 million, and group net profit after tax was $81 million. Pleasingly, the contribution to this improvement at group level came from the strong performance in each of our businesses. Our Communications business, comprising Zetron and Tactical Communications, is core to our future growth and performed strongly with revenues up 19% versus FY '23. Communications continued to strengthen its position in the market as a solutions provider with the order book growing 21% to $197 million at 30th of June 2024. The Zetron Limited, which was previously referred to as Eagle, and Wave Central businesses acquired during last financial year have performed well, and integration activities are now complete. Contribution margins were flat at 25% as we did make the decision to continue to invest in systems and new people to position the business for future top line growth, and we expect to see steady margin improvements over the next 3 years. Our strategy remains to continue to invest in the Communications segment to drive revenue growth, enhance revenue and earnings predictability and capitalize on growth opportunities in large addressable markets. Our metal detection business also delivered a strong FY '24 result, with each of Minelab's divisions delivering increased revenues, collectively up 25% versus FY '23. Contribution margins improved from 32% to 35% in Minelab. Our strategy remains to invest in metal detection technologies and distribution channels to drive revenue growth and enhance financial returns. And just turning to our strategy. Our primary focus remains on strengthening the business to achieve sustainable, profitable growth for the future, reinforcing a stronger Codan. We remain committed to our clearly articulated 3-pillar strategy: invest in ourselves, strengthen our core business and disciplined capital allocation. Our executive team has deeply reviewed the markets we operate in and developed a detailed list of prioritized strategic initiatives for each of our businesses. This establishes a clear and insightful road map for our executive team to execute on over the next 3 years. We are continuing to allocate capital to develop our pipeline of new products to strengthen our core business, and to accelerate our growth through the acquisition of businesses and technologies that fit with and/or accelerate our strategy and product development road maps. We see our ability to identify, execute and successfully integrate bolt-on acquisitions as an important capability and a competitive advantage that will continue to deliver accretive returns for shareholders. During FY '24, we acquired Zetron Limited and Wave Central, and last month, we announced we had executed transaction documents to acquire 100% of Kagwerks, which enables Tactical Communications to broaden its offering as a full tactical military radio solutions provider and provides immediate credibility, name recognition and scale in the U.S. military market in particular. We will continue to review opportunities to grow inorganically, where these make sense, where they enhance the quality of our earnings and add complementary products and technologies. We require capital flexibility to be able to take advantage of inorganic opportunities as they arise, and this means that our capital structure will need to continue to evolve to meet our future funding requirements, which brings me to our balance sheet. Net debt increased $23.7 million during the year to $75.4 million at the 30th of June 24. This was after paying $37.2 million in cash for acquisitions, investing $40 million into product development and paying out $36.3 million in dividends during the year. During FY '24, the group increased its existing banking facility to $170 million, up from $140 million previously, and announced a further increase in bank facilities to $200 million at the end of September when we announced the Kagwerks transaction. Debt is a cheaper cost of capital than equity, and Codan continues to have a strong balance sheet, evidenced by our low leverage ratio at significantly less than 1x our historic EBITDA. Our debt facilities provide us with flexibility to pursue our bolt-on strategy where that makes sense. So turning to executive remuneration. Last year, I addressed the AGM at the end of a year where our executive team did not receive any short-term bonuses. That is not the case in FY '24, pleasingly, as we reported in the remuneration report, as many of our FY '24 targets were achieved. Importantly, during FY '24, we began the process to evolve the remuneration incentive and retention structure that applies to our executive, team and particularly our CEO, and that evolution continues with the proposed structure of the superior performance incentive that we intend to implement for FY '25 with shareholders' approval. If approved for our CEO, we will implement a similar structure for our other key executives. This incentive is additional to normal LTI as it applies only if 3-year compound annual growth in EPS is achieved between the range of 14% and 21%. My philosophy is that a greater proportion of executive remuneration should be at risk, be based on medium- to long-term outcomes and be equity-based to bring a greater alignment with shareholder outcomes, and also that the executive team should be rewarded for achieving superior performance. The rationale and mechanics of the superior performance incentive scheme is fully set out in the explanatory memorandum and the accompanying notes. I wish to thank the Codan executive team, led very effectively by Alf, and all the Codan employees for their efforts and contribution during FY '24 and FY '25 year-to-date to building a stronger Codan. I also thank my Board colleagues for their collegiate and straightforward approach, and for their wisdom in all the matters we've had to deal with in FY '24 and FY '25 to date. And finally, to our shareholders, we appreciate that you have a choice how and where you invest, and we thank you for your interest and investment in and support of Codan. Please now welcome your Managing Director, Alf Ianniello, for his address. Thank you.

Thanks, Graeme. Good morning, ladies and gentlemen. I'm delighted to welcome you all to the 2024 Codan Annual General Meeting, my third AGM as CEO. It's a pleasure to be here today and see so many familiar faces. And I would also like to acknowledge those shareholders joining online. I'm proud to report that Codan has delivered a strong financial performance in FY '24. Our group revenues increased by 21%, with EBIT increasing by 29% and NPAT up 24%. This represents our third consecutive half of sustainable growth, underscoring our commitment to driving profitable outcomes while reinforcing a stronger Codan for the future. Our Communications segment has been a cornerstone of this success, achieving a revenue increase of 19% compared to the prior year. This growth is bolstered by the integration of our recent acquisitions, including Zetron U.K. and Wave Central. The order book has grown, now totaling $197 million, an increase of 21% year-on-year. This robust order book positions us well for continued success, and we are optimistic about our ability to deliver on our growth initiatives. In our Metal Detection segment, Minelab has demonstrated its strength, with revenues increasing by 25%. This success stems from our ongoing investment in product innovation and expanding our distribution channels. We are dedicated to enhancing our technological capabilities and ensuring that we remain the market leader in handheld metal detection. I'm also pleased to announce that we have paid a fully franked dividend of $0.225 per share for FY '24, an increase of 22% over FY '23, reflecting our strong performance and commitment to returning value to our shareholders. As we look ahead, our strategy is clear. We will continue to invest in our core businesses while seeking opportunities that enhance our technological capabilities and market reach. During FY '24, we invested in strengthening our people, processes and our systems, ensuring we are well equipped to achieve our strategic growth initiatives. We will continue to look for future acquisitions that enhance our quality of our group revenues. Specifically, Codan's focus is on acquiring businesses within the Communications segment that complement our existing businesses and target growth markets that will increase future earnings visibility. As announced in late September, we have entered into a binding agreement to acquire 100% of Kagwerks, with completion expected in December 2024. Kagwerks has developed a portfolio of proprietary DOCK products that enable secure and integrated communication in military environments. Their technology enhances situational awareness and provides a strategic advantage in the field. This acquisition will broaden our offering, allowing us to position Codan as a full tactical military radio solutions provider. With Kagwerks' established relationships within the U.S. Department of Defense and their proven product performance, we expect future growth opportunities leveraging our existing global distribution network. The financial framework for this acquisition includes an upfront payment of approximately $33.6 million alongside performance-based royalties. We anticipate revenues in the range of $49 million to $57 million in the first year of ownership, which we believe will enhance our earnings per share immediately. This strategic acquisition not only strengthens our market position but also aligns with our commitment to delivering long-term shareholder value. I'll now hand over to Paul Sangster, who leads our Tactical Communications division. Paul will talk a bit about the technology featured in our presentation and also provide insights into the Nett Warrior program. Paul?

Thanks, Alf. As Alf mentioned earlier, Kagwerks has developed a portfolio of dismounted soldier solutions, which encompasses both hardware and software products. The product portfolio, which is branded DOCK series, provides soldiers with a lightweight network hub integrated disparate equipment into a single compact solution. Examples of their world-class products can be seen on the slide, including the DOCK Lite and DOCK Radio products. On the right hand of the slide, you can see their recently developed DOCK Ultra product, supporting high-powered tactical artificial intelligence and edge computing solutions. We are excited about the opportunities that this next generation of products can bring as it enhances the situational awareness, decision-making capabilities and improve responsive time in critical situations to support soldiers in today's modern battlefield. The next slide elaborates some of the key benefits of Kagwerks technology. Simply put, their secure real-time connected hub optimizes intelligence for deployed personnel. Some of the key features: number one, performance, notably size, weight and power as well as cost efficiencies; next, secure networking across harsh and remote military environments; interoperability, integrating radio-agnostic equipment into a single compact solution; real-time connectivity across an entire command and control network; scalability, rapidly deployable, requiring minimal training; and lastly, future focus incorporating artificial intelligence and other emerging technologies. In 2022, Kagwerks was selected as a provider of the United States Army Nett Warrior Secure Wired and Wireless Solution Intra-Soldier Network Hub as part of the Nett Warrior program. This advanced system, developed by the United States Department of Defense, aims to enhance situational awareness for soldiers on the battlefield. This is a stable and well-funded U.S. government program. Kagwerks' proven track record in the United States Programs of Record will allow for credibility and expansion into other Five Eyes and NATO countries. For those unfamiliar with the Program of Record in the United States, these are acquisition initiatives formally approved and funded by the United States government for up to 5 years and beyond. They undergo a rigorous planning and evaluation process to ensure they meet specific requirements and objectives. Under the Nett Warrior program, Kagwerks is responsible for the development and supply of a portfolio of DOCK-branded hardware and software solutions. These products support it by high-powered third-party soldier communications in contested battlefield conditions. Kagwerks' DOCK products are the centerpiece of the Nett Warrior system. This system is scheduled to be fielded through to 2029. This system combines a chest mounting solution for soldiers and end users and a networking hub that connects various soldier-worn radios, peripherals and data sources. Moreover, it supports both cable and secure intra-soldier wireless network connections to reduce cable clutter and weight, volume and unit costs. In summary, we are really excited to welcome the Kagwerks team to our Tactical Communications division and its technology into our solutions offering, which fits our acquisition strategy of enhancing our portfolio within the military, unmanned systems and law enforcement markets. Their intellectual property has been field tested and accepted into the United States Department of Defense, giving us a strong foundation to pursue additional tenders for other Programs of Record. A key strategic objective is to improve our revenue predictability, and by participating in Programs of Record, this will increase predictability by securing stable and long-term multi-contracts. Lastly, the compatibility of DTC's mesh radio with Kagwerks technology is highly complementary for our existing business. Together, Tactical Comms and Kagwerks represent a full solution that will increase opportunities across the military, unmanned systems and law enforcement. The combined business also positions us to leverage international distribution channels, open new markets and collaborate for opportunities in the global market. Thank you for your time and attention, and I'll hand you back to Alf.

Thanks, Paul. So over the last 12 months, we've also taken significant strides in embedding our environment, social and governance framework across Codan. We remain committed to ensuring that our initiatives align with the principles of this framework, focusing on key areas such as climate change and community support. In our climate efforts, we have engaged with stakeholders globally to assess our carbon footprint and explore emission reduction opportunities. We are on track to meet current Australian legislative requirements regarding climate disclosures while continuing to invest in our climate journey. On the social front, we actively support community programs that assist disadvantaged groups and encourage students of all backgrounds to pursue careers in STEM. Our notable initiatives include the Codan Founders Scholarship program at Adelaide University, and the ongoing support for the undergraduate STEM scholarship for women, amongst others. At Codan, our core values guide our actions and shape our culture. We prioritize a customer-driven approach, dedicating ourselves to understanding our customer needs and exceeding their expectations. Trust and integrity form the foundation of our business, and we commit to upholding the highest ethical standards. We embrace high performance, striving for excellence in everything we do and fostering a culture of continuous learning. Additionally, our can-do attitude empowers our employees to think creatively and embrace challenges as growth opportunities. These core values are just not words. They inform our decisions and shape our interactions, creating a culture of excellence, collaboration and integrity that sets us apart in the industry. As we transition into FY '25, we are optimistic about our growth prospects. We remain focused on achieving organic revenue growth of 10% to 15% in our Communications segment, and the integration of Kagwerks will further enhance our capabilities, enabling us to compete effectively in the global military communications market. While we continue to target high single-digit revenue growth in Minelab's Rest of the World division, we are currently observing some softness in our largest market, North America, as we approach the U.S. elections. Despite this weakness, we still expect Minelab's first half revenues to be ahead of last year. I want to take a moment to extend the special thanks to our executive leadership team. Over the past 12 to 24 months, we have made significant investments in leadership, including the creation of key roles such as our Chief Human Resource Officer; and Executive General Manager of Strategy, Corporate Development and M&A. In just the first year, we have accomplished a tremendous amount together, setting a solid foundation for our future success. Finally, on behalf of the Board, I'd like to acknowledge the significant efforts of our people and thank them for their contribution in helping Codan achieving our FY '24 results. Together, we are building a stronger Codan, ready for sustained growth and success in the years to come. Lastly, I'd like to thank you all, our shareholders, for your continued support and investment in Codan. I would now like to pass back to Graeme. Thank you.

Well done, Paul. So turning to the formal business of the meeting. Maybe get Michael to run through the voting procedure once again so that there's no misunderstanding on what's required, and then we'll move to the resolutions.

Thanks, Graeme. There are 2 options available for shareholders today. If you're here voting in person, shareholders were given a blue or a pink admission card when they registered for the meeting. The pink cards have been issued to joint shareholders, where one of the joint shareholders already has a blue card. For attendees who are voting in person, persons entitled to vote on the poll are all shareholders, representatives, attorneys and proxy holders who hold one of these blue cards. On the reverse of your blue attendee card is your voting paper and the instructions. Attached to proxy holders' attendees cards is a summary of proxy votes, which details the voting instructions. By completing the voting paper, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, you need to mark a box beside the motion to indicate how you wish to cast your votes. Shareholders need to mark a box beside the motion to indicate how they wish to cast their votes. A Computershare representative will collect your completed voting paper at the appropriate time during the meeting. And also, just please note that only persons who are shareholders and holders of a blue or a pink card are entitled to address the meeting today. For those people voting online who are eligible to vote, select the vote icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There's no need to hit a submit or enter button as the vote is automatically recorded, and you should receive a vote confirmation notification on your screen. Voting on all items of business will be by poll, and you can change your vote up until the time that our Chair declares the voting closed. I'll hand back to Graeme.

Thanks. Okay. So turning to the business agenda for the meeting. The first item is to receive, consider and discuss the company's financial statements and the report of the directors and auditor for the year ended 30 June 2024. We're not required to formally adopt these documents by way of a resolution of shareholders, however, I would be pleased to take comments or questions from shareholders on this item. The Notice of Meeting invited shareholders to submit written questions to the auditor if the questions are relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. Codan's auditor, Ms. Julie Cleary, from KPMG is present and available to answer questions where appropriate. I can advise that we have not received any written questions for Julie. It's the right time, of course, for shareholders to ask any questions they have on this item.

Mr. Chairman, my name is [ Quinn ]. I'm a small retail investor. Just in regards to revenue, it's not directed at the report exactly. Today, it was very helpful having all your products at the back to learn more about them. Your revenue appears mainly one-off fees. Is -- for your software, is there an opportunity to have reoccurring fees for some of your software instead of one-off to help the revenue be more consistent?

Yes, good question. And I guess not directly targeted at the audit per se, but I'll deal with the question. When we talk about looking to try and improve the quality of the revenues that Codan generates, it is all about looking for ways to increase the volume of recurring or percentage of recurring revenues that we have. Those, of course, are more highly valued than one-off product sale revenues. It's an interesting observation, and it is something that we are working through, is how to introduce a subscription model into a couple of our businesses, very topical actually. So we are considering that, and over the coming years, I expect that we will move at least some of the software components to, call it, a Microsoft-type model but certainly a subscription model that is easier for our customers to digest and locks in revenues for us for the longer term, so very much on target and on our radar. So I don't think there are any other questions specifically related to the audit, so Julie, thank you for your attendance. Turning to resolution #1. This is adoption of the remuneration report for the year ended 30th of June 2024.

Sorry, Graeme. We did have a written question on the financial [indiscernible].

Sorry. Okay. Did that just come in?

Come in online.

Let's deal with it now.

Just waiting for the microphone to switch on. Here we go. So we did have a question from a [ Mr. Fushi ]. I'd like to congratulate Alf and the Codan team on the FY '24 results. However, I have concerns regarding the increase in Codan's debt, which has risen from no debt to about $95 million from FY '20 to FY '24, particularly due to recent acquisitions and the FY '24 final dividend. Given this context, I have 2 questions. Does the current Board have a different perspective on debt compared to the previous Board? And is reducing the current debt a priority? Secondly, with the current level of engineering spend, acquisitions and a 50% dividend payout, do you believe this is sustainable long-term should the Board consider its dividend policy to ensure that dividends are paid from operating cash flow rather than relying on additional debt?

Again, a question for us as management as opposed to Julie and the KPMG team. So I'll take that question. We had no debt in FY '20 because we haven't yet invested in the acquisitions in the Communications business, which has really transformed Codan over the last 3 or 4 years. So that's the first observation I would make. The second observation is that capital structure is something that is under continuous review by the Board. We are and remain, as I mentioned in my address, relatively lowly geared with net debt at significantly below 1x EBITDA. And I think that positions us with plenty of flexibility to continue to execute our strategy, which includes investing in ourselves and investing in R&D and in our acquisitions policy and our bolt-on strategy. And there's always a balance when it comes to kind of capital structure, the need for debt to finance, in this case, over $200 million that we spent on acquisitions over the last 3.5 years and the balance between that and our commitment to shareholders, where we've been very clear that the company's dividend policy is to distribute 50% of the after-tax profits, which we continue to do. And there is no plan to change that dividend payout policy at this point. We, as a Board, don't see a need to do that given the strength of our balance sheet and the low level of gearing, and we do expect our businesses to generate significant cash from operations to give us the flexibility to pay for engineering investment, repay debt over time and continue to pay dividends at an appropriate level. So hopefully, I think that addresses both parts of that question. So resolution 1...

[indiscernible]

Okay. Sorry.

I do have a question, but it's not on the audit.

We're dealing with everything under this section. That's fine. Carry on.

Grant Price, Teaminvest, shareholder. Firstly, congratulations to the Board and to Alf and his team for an excellent result. It just confirms that the offshore acquisitions, which are usually more risky, have paid dividends. And my question is really about the 10% in engineering spend or 10% of revenue on your engineering spend. Since you've acquired this leading-edge technology, do you see in the medium term that this 10% of revenue will have to increase to get the next generation of technology?

Do you want to take that, Alf?

Yes. Thanks for the question. The 10% is a number that is really driven by the current programs that we've got that have been approved by the executive leadership of the organization. If you look across the 3 major business units, I think the Minelab technology road map is quite set. I don't see that expanding. The expansion really comes from the comms area. I don't think we're going to see that 10% number grow significantly. Our road maps are quite consistent at the moment. The new technology that has come in, there will probably be more work around integration rather than growing the actual tech on its own. So I think the 10% number is a good rounded number, but that could -- 1 year could be 8%. 1 year could be 12%. It's fundamentally driven by what the market requirements are in each individual unit. So I hope that answers the question.

Okay. And one more. Microphone coming.

Mr. Chairman, my name is Stephen Howie. I've been appointed as the corporate proxy representative for the Australian Shareholders' Association, representing 38 shareholders who hold 236,000 shares in Codan. Mr. Chairman, we have 2 questions but if I may make a few brief comments before asking them.

Sure.

A very good result for the year. Shareholders will no doubt be pleased with the growth in revenue, profit, dividend and share price. We would like to commend Codan for the comprehensive disclosures in your annual report and other communications to your shareholders. We would also like to acknowledge and thank your Chief Executive Officer, Chief Financial Officer and Manager, Investor Relations, for making time available to meet with us earlier this month. We will be voting open proxies in favor of each of the resolutions that have been put forward to your shareholders at this meeting. Now the questions. Codan, an Australian-headquartered company based in South Australia, derives about 8% of its revenues from domestic markets. Key management personnel for each of your operating business units, Zetron, Tactical Communications and Minelab, are resident in the United States. Question 1, Mr. Chairman, given the geographic and time zone differences between Australia and where your 3 key management personnel are located, how does the Board, Chief Executive, Chief Financial Officer maintain oversight over Codan's operations? And secondly, given the relatively small domestic revenue base and Codan's growth strategy, which is being executed through growth from foreign operations, how will that impact on Codan's capacity to pay fully franked dividends in the future?

Thanks, Stephen. So let me deal with the first question. So the question is about staying close to the operations in the U.S. How does the CEO, CFO and the management team and the Board stay close to what's happening sort of internationally? I think the first thing to say is that Alf, in particular, travels every month. So he's away and on the road very often with Michael as the CFO, traveling to our businesses in North America, Europe and the Middle East. There's an onus on our executive general managers and the people running those businesses to also travel. In fact, they're all -- the 3 leaders of those businesses are actually here this week, not just because the AGM's on, but because there's other significant management meetings going on in Australia. So there's regular travel. Obviously, technology helps these days. There's very regular and scheduled video meetings, one on one with Alf and his team. Regular management meetings can take place using that technology. And I think it's important for shareholders to know that the Board takes the change in the business -- the business is transformed from what it was 3 or 4 years ago. And the Board has taken the step to travel to where our business actually operates. And we spent a few days in the U.K. and Dubai earlier this year, and last year, we spent a few days in the U.S. and Canada, firsthand experience working with the various businesses. The executive general managers of our business have a regular slot scheduled in our Board meetings and provide regular updates either in person or through video calls on a regular basis. I think if you had a clean piece of paper and were starting this business from scratch, you probably really wouldn't have the head office in Adelaide, to be fair. But I think that the way that we've managed -- we've managed even during COVID with some really significant transactions that are -- and we've done them. We've achieved that with our executive management team being based here in Adelaide and working very closely with our teams overseas. And I think the way that we've integrated the acquisitions and the performance of the business, I think, is the evidence that we're doing a pretty reasonable job at managing, oversighting and communicating with our businesses internationally. A question on franking credits is that we have sufficient franking credits and expect to generate sufficient franking credits from the Australian tax that we're paying for the short to medium term. But over time, with the increasing earnings coming from overseas and particularly North America and Europe, our ability to generate franking credits will reduce, but I haven't got a time frame on that because it depends on the performance of the businesses. Thanks for those questions, everyone. If it's okay, can we move to resolution 1? So resolution 1 is the...

[indiscernible]

Okay. Apologies.

Chairman, Bob Ritchie, along with many other people I recognize, I'm a member of the Australia Shareholders' Association, but not speaking on its behalf. I speak personally as a shareholder. Thank you for the insight. Broad brushed but good insight into your strategy extending 3 years into the future and your comment on capital management associated with that. That's something that does not happen at a whole lot of AGMs. We're often lucky to get 1 year. Sometimes not that. I'm going to make a comment briefly on something that you're not allowed to say nor was my colleague here from the ASA. And that is personally, I look forward beyond that 1-, 2- or 3-year horizons. I've been following Codan since [ Mike Heard's ] day as Managing Director, and I've seen a constancy but development and change in strategy over that time. And what I'm seeing now, what I have faith in moving forward into the future is further development of that, although no one may know the details. But you have an outline, and it's worked very well up to now. And it's because of that. It's not just last year's and recent year's good performance. It's my faith in this capacity of this company to perform very well into the extended future, perhaps beyond my lifetime, that leaves me as an advocate of the company.

Appreciate that comment. Thank you. Thanks, Bob. Okay. Is it safe? So does anybody wish to speak on the resolution 1, which is for the adoption of the remuneration report for the year ended 30th of June 2024? The Corporations Act Section 250R(2) requires that the remuneration report be adopted at the general meeting by resolution. Michael -- and this -- I should say that this resolution is advisory only and does not bind the directors of the company. Michael, do we have any questions?

We do have some online, but is there any questions in the room first?

Any questions in the room? Nothing in the room.

Okay. So we do have a couple of questions, Graeme, so I'll just read those out. Mr. [ Rogers ], thanks for the great performance in FY '24. The rem report includes a total shareholder return component. Could the Board revisit this? It's commonly suggested by proxy advisers, and you'll note that I and many other self-directed investors in Teaminvest regard it as inferior and a distraction to management. Much better, in my view, to have EPS or return on equity instead of TSR.

So just responding to that. We have, for our long-term incentive plan, 2/3 of our weighting is EPS growth, compound annual growth rate targets over a 3-year period, and in common with most of our proxy -- peer -- let's call them our peer companies rather than proxy, our peer companies' relative total shareholder return component to that we regard as the right measure to compare ourselves to alternative investment opportunities that shareholders have, and relative performance against that peer group, we think, is a fair measure of the performance of the Codan return to shareholders. And that component does not kick in until Codan's performance is above top 50 percentile.

Thank you, Graeme. The next question from a Mr. [ Main ]. Did any of the 5 main proxy advisers recommend a vote against today's resolutions? And if so, did they give any reasons?

Well, I think what we'll do is we'll deal with that as we get to each resolution. We can talk to that. All of the proxy advisers recommended voting in favor of the remuneration report for FY '24, and we'll address that as we get to each of the other resolutions.

A question from Mr. [ Lambert ]. On Page 68 of the annual report, the FY '24 STI. Can you explain how, for example, a $220 million actual sales result versus $196 million target represented an STI outcome of 224%?

When the STI targets are set, we set a target. We set an entry point, which is typically below that target. And we set a stretch target, which is higher than target, typically minus 10%, plus 10%. So to the extent that there's outperformance against even the stretch target, then the -- in this case, 224% is the kind of mathematical outcome because we pay stretch at 2x what we pay for target performance. So anything above the stretch is 200-and-something percent. So that's how it works, mechanically.

Yes, that's right. I think that is all of the questions specific to the rem report that we have from online.

Great. Okay. So everybody is invited to lodge reports for resolution 1 as an ordinary resolution. for those attending and voting in person and who hold blue attendee cards, voting -- we've been through the voting papers and instructions, and I'm sure everybody is -- I'm not going to repeat the -- how to fill in the box, but it's now time to vote for resolution 1. And virtual attendees, please select the vote icon on your screen to cast your vote. Simply select one of the options. [Voting]

So moving to resolution 2, which is the reelection of Ms. Kathy Gramp and confirming that all of the proxy advisers recommended voting in favor of this resolution. Kathy was appointed to the Board of Codan in November 2015 and has had a long and distinguished executive career, and many -- says 24. Am I right to say that? 24 years of Board experience across a diverse range of complex organizations and industry sectors and significant experience as a Chair of Audit and Risk Committees. Prior to joining Codan, Kathy was CFO of Austereo Ltd., where she joined in 1989 at a senior corporate level and retired in June 2011. In that time, the company grew from 2 radio stations to the largest commercial radio network in Australia, and the leader in digital and online media. Kathy was a Director of Uniti Group Limited, Chair of the Audit and Risk Committee and a member of the Nomination and Remuneration Committee until August 2022. Uniti was a diversified provider of telecommunication services listed in February 2019 and through acquisition and organic growth, increased its EV, enterprise value, from around $30 million at the time of listing to $3.8 billion in August 2022 when the business was sold to a consortium of financial investors. Kathy was a Director of QANTM IP Limited from May -- 11 May '22 until August '24, following the finalization of a successful scheme of arrangement, and Kathy is a Director and Chair of both RAA Insurance Ltd and RAA Insurance Holdings Limited, and is the President and Chair of RAA Group. She holds a BA Accounting, is a chartered accountant and a fellow of the Australian Institute of Company Directors and the Institute of Chartered Accountants in Australia and New Zealand, and is a member of Chief Executive Women. In accordance with clause 9.3 of the company's constitution, Kathy is required to retire, and being eligible, has offered herself for reelection at this Annual General Meeting. Accordingly, resolution 2 provides for the reelection of Ms. Gramp as a Director of the company, which all directors unanimously support. Does any member wish to speak or ask a question on the proposed resolution? No questions in the room.

We have a question or comment from Mr. [ Main ]. It is best practice to disclose proxy positions to the ASX along with formal addresses to ensure timely market disclosure. Would the company like to comment on this practice for next year's AGM? And were there any protest votes against Kathy's reelection today?

The addresses were lodged with the ASX this morning well ahead of both market opening and this meeting. We'll take under advisement whether it's best practice to disclose proxy reports. I've never personally seen that in relation to any other company, but we'll review that and consider that. And what was the other part of that question?

Any protest votes against Kathy? I think we're about to put the votes on the screen.

Well, let's put them up. I'll read out what the percentages are. So there's 96.64%, so 125 million votes in favor and 3.1 million or 2.4% votes against. And there's open votes of roughly another 1%, which will be voted in favor. Okay. Proxy votes shown on the overhead and online screen. So I invite -- everyone is invited to lodge their votes for resolution 2 as an ordinary resolution. Now's the time to do so. [Voting]

Okay. Turning to resolution 3 is to approve the issue of performance rights to our CEO and Managing Director, Alf Ianniello, for his long-term incentive. The performance rights plan is designed to provide executives with an incentive to maximize the return to shareholders over the long term and to assist in the attraction and retention of key execs. This year, the Board has introduced a superior performance incentive for Alf as part of his long-term incentive. Based on external benchmarking, for FY '24, the Board established a compound annual growth target for EPS over a 3-year performance period at between 8% and 13%. This target performance range is proposed to continue for the normal FY '25 long-term incentive grant to the CEO. The Board believes that there is an exceptional opportunity for Codan to deliver superior returns above the top end of the EPS growth target of 13% per annum over the next 3 or 4 years. The Board has taken the view that it wishes to align the incentives for the CEO with the interest of shareholders in a way that motivates them to strive to deliver that exceptional performance outcome. The superior performance incentive has been set using a target compound annual growth rate for EPS of between 14% and 21% per annum over the 3-year period to FY '27. Under this incentive program, Alf will receive $125,000 in performance rights for every 1% of EPS compound annual growth achieved starting at 14%, with the maximum value of the grant of $1 million if Codan achieves 21% EPS compound annual growth in FY '27. It is your Board's belief that this SPI or superior performance incentive creates direct alignment with shareholders' interests and enables our CEO to participate in the significant shareholder value that will be created by performance in this range. Further details in relation to the plan rules, rationale, performance hurdles and the mechanics of how the incentive scheme operates are set out in the explanatory memorandum. And I can say that with the exception of one proxy adviser, all proxy advisers recommended voting in favor of this resolution. The one that recommended against believed that -- well, 2 things, one, had an issue with the quantum of the grant, and secondly, considered that the 14% to 21% range, in their view, wasn't challenging enough to justify a superior performance incentive. It might be helpful to put the proxy votes up at this point. So the votes for this resolution stand at 95.27% and votes against, 3.8%. Does anybody wish to speak to or ask a question in relation to this resolution?

[ Fletcher ], I'm a long-term shareholder from the beginning. But this is not against the individual. I have a belief that if a person who's doing their job as well as possible, then that is their reward. I do not think directors with this amount of pay should be doing less than their best. And if -- originally, when performance rights were introduced to shareholders back about 40 years ago, we were asked about on allowing them. And I believed, along with a lot of others, that it would be given to low-paid workers for 1whom that would be a real benefit. And so this is purely on a fairness. I believe that these performance rights should be given to low-paid workers, not to high-paid ones, that doing the best is what we expect of our directors. And I thank them for doing their best, but at the same time, I don't approve our performance rights on this level.

Understood. And you're perfectly entitled to vote accordingly. I would say that it's not just about rewarding what is a very talented executive team. It's also a recognition that they also have a choice about where they work, and part of the reward scheme is linked to retaining these people and making sure that they continue to do their best for all shareholders over the long period, and that's the intent of the scheme. We differ -- I think we genuinely differ philosophically on this.

We have some online questions. So Mr. [ Main ], could we summarize the CEO's past long-term incentive grants, including vested and lapsed?

That's in the annual report, and I suggest Mr. [ Main ] looks at the annual report.

Yes. And has he bought any shares? They're all sold. And I can comment to that, Graeme, that Alf holds 41,000 shares, all of which have been acquired personally since his appointment as CEO.

And hasn't sold a share.

And hasn't sold share. And we have a question from Mr. [ Sherman ]. Why have these LTI targets not taken into account return on invested capital, as EPS can easily be increased by borrowing and acquiring companies with a low return on capital?

Well, the targets absolutely have taken into account the capital required to finance the acquisitions. The company has made the choice to fund those acquisitions by debt, and the cost of that debt is reflected in the EPS. We haven't issued new shares because that would be dilutionary to existing shareholders. But the cost of the capital is absolutely taken into account on an EPS calculation. Okay. So it's now time to vote on the resolution. And if thought fit, pass resolution 3 in the Notice of Meeting approving the grant of performance rights to Alf for his long-term incentive. Proxy votes are shown on the screen. Please lodge your votes for resolution 3. [Voting]

Resolution 4 is the approval of a salary sacrifice plan for nonexecutive directors to be able to salary sacrifice director fees for share rights. Please note that directors cannot and are not voting in relation to this resolution because it affects them directly. That was set out in the explanatory memorandum to the Notice of Meeting. The company established the NED scheme as a component of the share rights plan to provide nonexecutive directors with an opportunity to build their share ownership in the company, including for the purpose of meeting minimum shareholding requirements in Codan's directors' shareholding policy. Under listing rule -- ASX Listing Rule 10.14, shareholder approval is required for the acquisition of new equity securities by a director under any employee share scheme. Approval is therefore sought for the acquisition by nonexecutive directors of company shares under the terms of the share rights plan. Further details in relation to the mechanics of the scheme for nonexecutive directors are set out in the explanatory memorandum. All proxy adviser recommendations were in favor of this resolution. Does any member wish to speak on the proposed resolution? Or are there any questions in the room or online? Okay. If no questions or comments, I'll move that the members consider...

Online question, Graeme, sorry. Online question from Mr. [ Rogers ], who's a shareholder and a member of Teaminvest. Please remind us why the NED should access a salary sacrifice system, and is there a cost to the bottom line of doing this? And are there any precedents that the Board have considered?

There's no cost to the company from implementing this scheme. There's numerous precedents in market where a public company nonexecutive director fee sacrifice schemes exist. Okay. Time to vote on resolution 4. Please lodge your votes for resolution 4 as an ordinary resolution. [Voting]

Turning to -- proxy votes for and against are on the screen. Resolution 5 is to change the remuneration fee pool or the director fee pool, and again, directors cannot and will not be permitted to vote on this resolution. The detail was again set out in the Notice of Meeting. And notwithstanding that current director fee levels are within the limits of the current fee pool, the Board is seeking approval to an increase in the NED fee pool in accordance with ASX Listing Rule 10.17, which requires that an entity cannot increase the total aggregate amount of directors' fees payable without shareholder approval. The reasons for seeking this increase were set out in the explanatory memorandum. Number one, the fee pool has not increased since 2010. We are now an ASX 200 company, and the relative size of this Board with 4 independent directors is at the small or low end of the number of independent directors, and this increase -- no decision, of course, to change that in the very near term, but it will provide future flexibility as the business continues to execute on its strategy and on its plans to consider and if thought fit to increase the number of and skill sets that are available to the Board. And it also allows external benchmarking and adjustment of independent director fees in line with market. Now those reasons were all set out in the explanatory memorandum, so there's nothing new in that. But just to help those in the room and online to understand the rationale. Proxy adviser recommendations were all in favor of this resolution. Is there any questions or any comments here, online or -- yes?

Yes. I've got online questions, Graeme, if there's no one from the room. Mr. [ Sherman ], has the Board considered recruiting directors with backgrounds in the communications technology industry?

Yes, I think we've got some skills in the existing director group. And if Mr. [ Sherman ], is it, took a look at the skills matrix and the bios of the existing directors, there are communications business skills in the existing Board. But as we continue to grow, particularly our communications business, then the capabilities and skill sets that we need around the table will be reviewed.

A question from a Mr. [ Moore ], probably more in relation to the LTI, Graeme, but I'll come through in this section. Just the rationale for the 21% limit on the LTI plan and why it wasn't set at a higher number.

Well, yes. Look, you've got to draw the line somewhere, and we drew it there. 21% CAGR over 3 years means that there has to be a 77% increase in the company's performance between FY '24 and FY '27. Now we think that's pretty challenging to achieve and to deliver on, and we set the top end of the range based on that kind of analysis.

And a question from Mr. [ Fushi ]. Is there an expectation that following this resolution, the Board size will increase?

As I said earlier, there's no decision to do that today, but it does provide future flexibility to be able to do that at the right time should the Board and Chair of the company at that time decide that's the right thing to do. So it's about creating the flexibility to do that going forward. Okay. I think it's time to vote on resolution 5 and complete the blue attendee voting forms, print names and sign the voting papers. There will be a ballot box that will be circulated shortly for those in the room. For those online, they could complete kind of all the voting requirements. And I'll pause for a couple of minutes before closing the voting. I will just take 2 minutes to allow those online to finalize their votes and for the ballot papers to be collected. [Voting]

Just before we close the voting, there's a few questions coming through online. The way we'll handle those is that we'll provide a written response to those questions. And just a quick look at them, I think they're pretty specific and detailed questions around products and countries and so on. So we'll deal with those with a written response from the company back to those shareholders. I'd like to thank, again, everybody, for their participation and your ongoing support for Codan. And thank you for coming to today's AGM. I think we'll declare the poll as formally closed, and we'll charge Mr. Bulling as our returning officer to now count the votes. And once they've been counted, the results of today's poll will be released to the ASX and will be displayed on the company's website. So ladies and gentlemen, there being no further business brought before this meeting, that concludes the formal business of the AGM. Again, thank you for your support of Codan, and thank you for attending this AGM. I now declare the meeting closed. Thank you. And of course, I invite you to stay. There's some refreshments and the opportunity to meet and chat with directors and staff. So you're very welcome to stay. I don't think there's any tennis on, but a pretty nice venue to stay and have some lunch. Thanks, everyone.