Computershare Limited (CPU) Earnings Call Transcript & Summary

Welcome to the Computershare 2021 Annual General Meeting. My name is Simon Jones, and I am your Chair. As you'll all appreciate, we live in uncertain times. Given the unpredictability of having public gatherings in Victoria, challenges around travel and the priority to protect the health and safety of our employees and shareholders, we will again hold this year's AGM as a virtual meeting. Whilst we would have very much enjoyed seeing you all in person this year, virtual meetings are something that we at Computershare are very familiar with, having supported over 2,500 clients with their virtual meetings over this last year. As we have a quorum, I'm pleased to declare this meeting open. Before we start, I'd like to formally recognize Remembrance Day and all of the people that have made sacrifices to protect us. With me today are my fellow directors. Founder, Chris Morris; President and CEO, Stuart Irving; Chair of the Risk and Audit Committee, Tiffany Fuller; Chair of the People and Culture Committee, Lisa Gay; Abi Cleland in Australia; Paul Reynolds in the U.K., and on different sides of the U.S., Joe Velli and John Nendick. Also attending online today are representatives of our auditors, PricewaterhouseCoopers. The minutes of the 2020 Annual General Meeting are available for inspection by any shareholder by contacting our Company Secretary, Dominic Horsley. Notice on how to access the Notice of Meeting was distributed to all shareholders, and I'll take the Notice of Meeting as read. The Computershare online platform we're using today allows all shareholders and proxies to ask text questions and submit votes. Questions can be submitted at any time. To ask a text question, press the Q&A icon. This will activate the question section on your screen. Select the topic your question relates to from the drop-down list and type your question into the text box. Once you've finished typing, please hit the send button. To ask verbal questions, please ensure you mute the broadcast then dial the following number: +61-2-8417-2995 and enter the access code 377986 to be connected to the audio questions line. The line will be answered by an operator who will take your details. [Operator Instructions] You can submit written questions from now on. and I will address all the questions at the same time after all of the items of business and proxy positions have been presented. Voting today will be conducted by way of a poll on all items of business. I will shortly open voting for all resolutions. If you are eligible to vote, once voting opens, press 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 and/or submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. I now declare voting open on all items of business. Please press the vote icon and submit your votes at any time. I'll give you a warning before I move to close voting, which will be towards the end of the meeting. I also appoint Michael Hutchison of Computershare Investor Services as the returning officer. As I mentioned at the start of the meeting, 2021 has been a year of uncertainty and significant challenge. But it's also been a year on progress where my colleagues across the group have shown great dedication and resilience. At a macro level, central banks maintained record low cash rates and the government restrictions in U.S. mortgage services went on for longer than we initially thought. However, we worked hard on what we could control and have delivered good results across our main operating businesses. As you may remember, we report our results in U.S. dollars and in constant currency. Management revenue was down by 0.8% and this mostly reflected the impact of low interest rates on margin income as it fell by 48% compared to the year before. But highlighting our strong operating performance, EBIT excluding margin income was up 12.6%. This measure is the profitability that we can primarily control. We delivered a strong operating performance in the second half of the year with earnings 39% higher in the second half compared to the first. Our main operating businesses are performing well. We're making good progress executing on our growth plans, and we're also benefiting from high market activity levels. Despite all the challenges we faced, we've demonstrated again that Computershare is a strong and capable organization that delivers for our employees, our shareholders, our clients and the communities in which we operate. Overall, earnings per share declined by 7.3%. With our balance sheet and more positive outlook for FY '22, we're able to support our shareholders and maintain the final dividend at $0.23 per share. The dividend was also paid across an increased number of shares given the rights issue. One of the main corporate actions we carried out in FY '21 was actually our own rights issue. This capital raise helped to fund the largest acquisition in our company's history. And last week, we welcomed around 1,800 new employees from Wells Fargo Corporate Trust, now known as Computershare Corporate Trust or CCT. We're delighted with this acquisition and thank our shareholders for their vote of confidence in this major growth strategy. Separating CCT from Wells and then integrating the business and delivering the anticipated synergy benefits are key priorities for the group in FY '22 and beyond, and Stuart will expand on these issues in his CEO report. Let me turn to Slide 6 and talk to our long-term track record. We said in February that we expected the first half of FY '21 results would mark the bottom of the earnings cycle for Computershare and that earnings growth was underway. It was a bold claim in a volatile environment. And as you can see on the left-hand chart on this page showing EBIT ex margin income, we've delivered on that promise. Earnings growth is coming through. It is the disciplined execution of our long-term strategies for growth, profitability and capital management that contribute to our earnings performance and enable us to deliver consistent high returns on capital and dividends for our shareholders. We have now distributed just under $2 billion of dividends to shareholders over the last 10 years. We recognize and respect the primacy of our shareholders. On this next slide, we've covered a few highlights from our ESG activities. Our company charity continues to raise funds for local and international charities through employee donations, which Computershare matches dollar for dollar. In FY '21, we donated over $0.5 million to projects around the world. And a highlight on the diversity and inclusion front has been the creation of further employee resource and support groups, notably for black and LGBTQ communities. We've also continued our support for employees with an extension of flexible working opportunities and mental health support, as well as introducing a domestic violence support policy. On the government side, we continue to make progress in gender representation, though the increases aren't as significant as we'd like. We'll continue to push hard on that. We've also developed and published our first Modern Slavery Statement, and we'll be making further improvements on that in the next statement, which is due fairly soon. Let me now talk about sustainability and our climate action strategy. Computershare has had a long history of sustainability work. We founded our first Sustainability Committee back at the turn of the century and have delivered on a huge number of initiatives since then, focusing on delivering change rather than just talking about delivering it. I'm proud to announce 2 things today. Firstly, Computershare will be carbon neutral for calendar 2020 onwards. We've published our carbon footprint information on our latest annual report, significantly increasing our disclosure. Secondly, we are working on our net zero strategy, and I expect to be able to announce a future date for achieving that status during this financial year. Both of these things continue Computershare's proud focus on the environment and sustainability. Before I hand over to Stuart, I'd like to thank my fellow directors for their contribution through this challenging year. I'd also like to thank all of our shareholders for their support and endorsement of our strategies. And on behalf of the Board, I'm grateful to all of our people across the world for their dedication and resilience in 2021. Your efforts drive our success. And finally, I'd like to thank Stuart Irving, our CEO and President. Stuart makes an outstanding contribution in driving performance, laying the foundations for further long-term growth and for carrying the culture of Computershare, caring for our colleagues, clients and communities. On behalf of the Board, Stuart, we thank you. Finally, this is, in some ways, a very sad day for Computershare and it's very sad to do this virtually, as Chris Morris, our founder, steps down from the Board. But it is, at the same time, an appropriate time to reflect on Chris' immense contribution to the business that you all own today. From a pure software company, Chris has developed and built the global leader in administration of legal titles and financial assets, all the time differentiated by its technology and innovation. He's succeeded in achieving leadership in overseas markets where many others have failed and has done nearly every job in the company, whether as a programmer, the CEO, the Chair or a Director, and he's done all of these with distinction throughout the life of Computershare. Throughout this time, Chris has led from the front, making the tough decisions with an innate commercial understanding. Probably even more importantly, he's been pivotal to the development of a culture within the business that has underpinned its success. Chris is the epitome of purple, deep-seated loyalty, doing the right thing by all stakeholders and going the extra yard for both its clients and his people, and this is reflected in the success of the business. 28 years ago, this little Abbotsford software company, and we still in Abbotsford, floated with a market capitalization of under $40 million. It now has a market capitalization of over $11 billion and is a market leader in the U.S., Canada, U.K., Asia and Australia in a variety of different business lines, all enabled by technology, Chris' passion. This is truly an iconic Australian success story as Chris with Penny, Tony Wales, Stuart Crosby, Stuart Irving and many others has created huge value for shareholders along the way. All the time, it's been done with a huge smile on Chris' face and an unquenchable thrist for a challenge and the love of life. Personally, I've learned much from Chris. His instinct is natural and nearly always correct. His focus on the right issues and judgment is excellent. And his support for me as Chair and the Board has been consistent, relevant and really appreciated. Chris' family is paramount to him. I used to love seeing his parents at the AGMs. The CPU family is a very close second. Chris is still a significant shareholder and an important member of that family, and we recognize the importance of upholding and building on the values and culture, which Chris has created to make CPU such a success story. Sometimes very late at night or early in the morning, Chris likes to sing Simply the Best, often with a beer in hand and surrounded by his loyal teams. Chris, you have been that Simply the Best, as an individual. And all shareholders, the Board, management and all the staff thank you for your immense contribution and wish you all the best for this next stage in your stories. I'll now ask Stuart to give the CEO address.

Thank you, Simon. I'd also like to add my welcome to our shareholders and guests joining us online. I do regret that we can't provide you a welcome cup of tea or a Computershare cupcake, but I do appreciate you joining us and supporting the company. Today, I'd really like to talk about 3 key topics: One, our strategy to build what I call a higher-quality Computershare; two, our financial performance and execution priorities; and three, an update on our trading performance so far this year. And let me just say right upfront, we will be affirming our earnings guidance for the full year. Now I'll begin with an overview. This slide shows you what we do and where we operate. Computershare is a leading, technology-enabled administrator of legal titles and financial assets. And as you may have heard me say before, we are the trusted keeper of the truth and the digital trail in millions of financial transactions. We have built and refined the proprietary technologies and platforms to administer these services at speed, with great accuracy and efficiency. We have deep expertise in data, automation, major project delivery, regulation and compliance. And we combine these strengths to deliver world-class outcomes for around 40,000 clients across the world. This past year, we have expanded our client base with the addition of the Wells Fargo Corporate Trust business. And we also added 1,800 new people to the Computershare family. And I'd like to add my personal welcome to each and every one of you. Our strategy is to leverage our core capabilities to build stronger businesses with scale and more exposure to positive structural growth trends. Then we identify new complementary revenue pools to drive additional growth. Trust is the common bond through Computershare's strategy and business activities. We are trusted by a growing number of clients around the world with their most critical information and key transactions. We are trusted by clients to safeguard their cash balances and protect these funds with security and rigorous compliance. We are trusted by shareholders and employees to hold and protect their direct shareholdings and equity remuneration grants. We are trusted by mortgagees to maintain accurate records of their repayments and property titles and to engage with them in a fair and compliant way. And we're also trusted by stakeholders to do the right thing, including protecting and providing for our employees and communities in stressful times. And Simon talked about that as ESG is a priority at Computershare, and I second all the things he said on this important topic. Trust is also finally one of our major growth engines, Corporate Trust. Corporate Trust plays well to all our strengths and capabilities, and we have big plans here. CCT was a big step forward this year and very much part of building the higher-quality Computershare I talked about. We are building businesses with market-leading expertise, innovative new products, highly efficient technology, deep moats, faster growth and higher returns on capital. Corporate Trust is a great example of this, and I'll give you an update on the integration shortly. Now Issuer Services also shows our higher quality strategy in action. It is our largest business in the group and contributes over 40% of total revenues, and we're extending our core registry skills in new adjacent revenue pools such as Registered Agent and Entity Management and cross-selling this broader set of solutions across our extended client base. The business is performing well. Revenue was up 9% this year. And again, we saw the operational gearing come through with EBIT ex MI up over 26%. Our ability to provide an extended suite of services and combined offer expands our growth opportunities, and it is a clear competitive strength of the company. Now Issuer Services also includes one of our more transactional event-based businesses, which is Corporate Actions. FY '21 was a strong year with increased volumes and high market activity levels across all our major regions. In particular, we enjoyed robust IPO activity in Hong Kong. We are the world leader in managing complex cross-border transactions, dual listings and international IPOs. Now employee share plans is another of Computershare's quality growth engines that is performing well. It delivered a decent result in FY '21 with earnings excluding margin income more than doubling in the second half compared to the prior corresponding period. Recurring client fee revenues increased by 4%, and EBIT ex MI was up 68%, and we delivered 790 basis points of margin expansion on the same basis. Now what is driving this growth? Well, we're implementing our new market-leading platform, EquatePlus, across Europe and Australia with now over 3 million participants live on the system, and that is helping us win market share. Now transactional revenues in this business also recovered as equity markets rallied. They're now above pre-pandemic levels, and that's also been a big recovery driver. The structural rise in equity-based remuneration is also clear to see here. More companies are issuing equity deeper into their organizations to attract, retain and reward employees and we are well placed to benefit from this ongoing growth trend. In Business Services, it actually delivered a disappointing result for the year. Revenue was down 15% and EBIT ex MI fell by 34%. And whilst our Canadian Corporate Trust business performed consistently, Bankruptcy reported strong revenue growth, up 37%, albeit it was all first half driven and Class Actions declined by 31%. Economic stimulus packages delayed the bankruptcies we expected to see when the year began. Activity levels were strong in the first half but very much reduced in the second half. And we do expect volumes to recover over time, but the outlook for FY '22 is subdued. Our Class Actions business is in a similar position with very little activity progressing through the courts. As while the longer-term structural growth trends are positive, again, the outlook for FY '22 is subdued. Our U.S. mortgage business saw the biggest adverse impact from the pandemic during FY '21. However, it's now arguably the business with the greatest recovery potential in the group. Record low mortgage rates accelerated portfolio runoff, whilst the CARES Act moratorium on mortgage foreclosures negatively impact both related revenues and our ability to secure new special servicing mandates. But despite these significant headwinds, the U.S. business generated positive EBITDA excluding its margin income. But how do we plan to improve the performance of the business? I can assure you, we're very focused on seeing returns on capital improve. First, we are building our capital light revenues, and we now subservice over 290,000 of these loans. And we're expanding our recapture facility, which is our defense against losing loan servicing from refinancing. The foreclosure moratorium has now come to an end and the transitional measures the regulator put in place expire next month. And that really means we're well placed to see the recovery in the second half of the year and into FY '23. And with this recovery, we do expect to add high-margin nonperforming subservicing work together with the associated ancillary fees. So we have a clear plan to better returns there, but there is much work to do. So putting it all together, how does our scorecard for the year look? Our largest businesses performed well. The more cyclical events businesses were a mixed bag of ups and downs. Margin income was a little bit frustrating. U.S. mortgage services need to improve. And we've added a whole new long-term growth engine in U.S. corporate trust. We're making good strides in building a better quality Computershare, and we are very well placed for an upturn. Now let's move to the part I enjoy most, Technology, the fun stuff. Today, I want to show you some of what we've been building behind the scenes, the innovations that make our customers and, of course, our own lives easier. As some people think that of Computershare's technology is functional, reliable, industrial style technology that's about as glamorous as the back end of a Volvo. And in part there some truth to that, we're reliable, we're dependable we're accurate, this high-volume processing, and that's our forte. But we've also been developing some new sharp front-end products. Over the last 12 months, we've rolled out new portals for our real estate investment trust clients, simplifying their access to data. We've also rolled out innovative tax product for our employee plan clients with mobile employees that allows them to obtain real-time tax estimates at time of vesting. And we've also rolled out an innovative origination platform, allowing our U.S. mortgage customers to streamline their fulfillment process and importantly, for them and our customers get to closing faster. Now these are just some of the examples of Computershare continuing to invest in groundbreaking products that help attract and retain customers. Now let's move on to another highlight of the year, CCT. Since we announced the acquisition in March, we have been undertaking detailed planning for what we are now about to begin, the work to separate and integrate CCT into Computershare. Now the transaction closed last week, and I was in Minneapolis with the team to meet many of our new colleagues. But what are our first priorities? Well, the first is really to ensure that the systems and processes work reliably under transferred ownership and our new staff have all the access to facilities and platforms they need to serve their clients and do their jobs. Now remember, this business is dispersed across 70 Wells Fargo centers. So standing it up independently is complex. Frank Madonna, Computershare's Global Head of Operations, has been appointed as an Integration CEO of CCT to oversee this project. And as I said earlier, over 1,800 staff has joined us. Motivation levels are high and there's a sense of excitement around what we can build here. So what is the vision? Well, we plan to leverage our top 4 market position in the attractive U.S. corporate trust market into a market leader with new innovative products and multiple recurring fee revenue streams. Corporate Trust provides computer share with greater exposure to interest rates and positive long-term growth trends in trust and securitization products. We see an exciting 10-year plus growth runway here, just as we did in Registry in the early 1990s, for example. And I have confidence that over time, we can build a high-quality business with exceptional client retention and a path to 15% plus return on invested capital after tax. And ongoing, we will report this business as a separate line in our results for full transparency. I'll now move on to the third point I want to cover today, an update on our trading performance so far in FY '22. Now I am pleased to see our results for the first 4 months of FY '22 are in line with the initial guidance we gave in August. And just as we did at this meeting last year, we provide a simple ledger on this slide to show what has been better than expected when we reported results in August, what's tracking about the same as we thought back then and what's behind at this stage. On the positive side, register maintenance revenues are tracking ahead of plan. We're seeing the strength across a range of markets. We're winning market share, adding new accounts and seeing growth in shareholder paid fees in the U.S. Operating costs are tracking better than plan. Recruitment delays are deferring the addition of new hires. It's a competitive market for labor, and we are seeing some attrition in the group, too. Of course, with fewer people and delays in adding new hires, our labor costs are slightly lower than we expected. However, this benefit is temporary and we do expect to make these new hires and the cost to hire is also going up. And wage inflation, I think, will be an ongoing challenge. Revenue growth in employee share plans is ahead of where we expected, both across client paid fees and trading activities. And as you know, we have won new clients and of course, equity markets have been positive. So after 4 months of trading, most businesses across the group are in line with expectations, particularly where we have good control over outcomes. Some businesses are behind where we thought they would be 1/3 of the year through. And for transparency, I also want to call these out. Last year, we had a strong year in Hong Kong with IPOs. Now this year, we are seeing further listings but some geopolitical uncertainty is impacting retail participation. And with fewer retail investors are applying for shares in IPO, this is having an impact on our results compared against the high pcp. As I mentioned earlier, Bankruptcy and Class Action volumes continue to face macro challenges. The volume of activity is down, and you can see that in the court filings. Now these businesses do have recovery potential and they are some ways defensive when the cycle turns round. But so far, this year, they remain subdued. And the final issue we're seeing is less bank appetite for large new deposits. Now our margin income guidance is intact, but this is a heightened issue for us given the large increase in balances from CCT, and we'll watch how this develops as rates move up. So moving on to Slide 16. We entered FY '22 with renewed vigor and confidence. We expect to see positive earnings growth this year. We're making good progress executing our growth strategies despite some challenges in some of our business lines. Issuer Services and Employee Share Plans should continue to perform well, although we do expect a more subdued performance in the more cyclical event-based businesses. CCT is expected to be earnings accretive on a full year basis, and the acquisition also substantially increases our client balances under management. We will continue to manage our costs very carefully. Our group-wide program should deliver a further $80 million of gross savings over the next 3 years. And we will use these savings to mitigate rising wage inflation. Overall, we continue to expect management EPS to rise by 2% in FY '22. Now this guidance includes CPU legacy, that's CPU before the acquisition and without the rights issue. On this basis, earnings would be up over 4%. And in the table, we show here the contribution from CCT of the 8 months we will own it this year and finally, the dilutive impact of the rights issue. Now remember, there are approximately 63 million more shares on issue on average this year. We expect to have a stronger second half with seasonality and full 6 months contribution from CCT. Our guidance also assumes a group effective tax rate is between 26% to 28% for the full year. But we will wait and see if tax reform in the U.S. ever comes in and has an impact on that. Regardless, we do expect to return to positive earnings growth, and we have significantly increased our optionality for higher margin income when rates rise. Now there will always be periods of volatility and disruption. And perhaps we need to assume that that's a new normal now, but you can be assured at Computershare, we'll keep our heads down and keep true to the strategy to build a strong platform for long-term growth and profitability and balance this with a conservative capital structure and returns for shareholders. Now before I move on, I'd also like to acknowledge those employees who have lost their lives to COVID over the past year. Their contribution to the company was valued tremendously and the Computershare family misses them. I also acknowledge the very recent passing of Sandy Murdoch, who is the Chair of Computershare when I first joined. He was always such a supporter of the group and will also be missed, and we pass on our condolences to his family. Now finally, it would be remiss of me not to say a few words about our big boss and Co-Founder of Computershare, Chris Morris. I should, of course, start by saying a big thank you for the opportunity you gave me to have been on the Computershare journey with you for almost 20-plus years. Loyalty is an ever-decreasing resource these days but Chris invokes loyalty. He is someone you wanted to work with through the highs and the lows. His passion for Computershare inspired a generation of technology engineers and business folks all over the world. And I have been lucky to count myself of one of those who was given the opportunity to be a part of it. And witness his drive, determination, passion for Computershare and, of course, his disdain for political correctness and red tape. Of course, I have many memories and stories of that journey, but they would take all morning and would fill a small book. But let me share a couple of insights. Now I met Chris when Computershare was looking to buy the Royal Bank of Scotland Registrars business in the U.K, and I was part of the technology team assessing their systems. We met in a pub, which is a recurring theme, in Bristol that was ironically called The Reckless Engineer, and Chris was encouraging me to join his Aussie tech start-up. Now unbeknownst to him, I had spent months working with his sister, Penny, and had already agreed to move. But Chris would go on to claim it was him that persuaded me to join and Penny and I let that slide over the years whenever it came up. Now with Chris, Penny and also Tony Wales, we went on an adventure that would take us and, of course, Computershare to Ireland, South Africa, Hong Kong, the U.S. and Canada. We lived in each other's pockets, sharing the smallest hotel rooms in the most desirable parts of cities as that was all that we could afford. And from these adventures, many memories were born. Now Computershare felt like a real family company. And I soon got to know his wife, Maree, God rest her soul, as well as his daughters Nikki, Hayley and Kasey. I stayed in their homes, I helped Kasey with the intricacies of Shakespeare homework on the holidays, I sneak them into pubs on nights out and gave them boyfriend advice when asked. Chris' family was my family as we worked on building CPU into the international success story that it is today. And for a young lad on the road, the hospitality and care I got from all the Morris family, including Penny and still do to this day is such a massive part of why I love this company so much. Now Chris was never happier than when he was hosting his CPU family, building camaraderie and memories. And that is why he's been such a huge part of the culture at Computershare. Now he sacrificed a lot of time away from his family to build Computershare. He was always fighting against red tape. And I don't think you'll meet anyone who can get straight to the heart of any matter regardless of complexity so quickly. I always value his counsel and know he's at the end of the phone with salient advice. And on behalf of all the staff at Computershare that Chris has inspired, I again say thanks for everything that you have done and wish you and Sharon all the very best on the next part of your journey. And of course, as Chris remains a large shareholder, I look forward to our one-on-one Investor Relations meetings, hopefully down at the Albert Park Hotel. Thank you. And I'll now pass over to the man himself to say a few words.

Well, good morning, everybody, and or good afternoon or not wherever you are in the world. And firstly, I'm humbled by the words that Simon and Irv, a little here in my, so I'll try and get over that. But I didn't have much sleep last night as I was just thinking about all the memorable moments since I started Computershare 43 years ago. I'm going to keep most of these to the big party, I hope in London, which we're going to have in June. But just a couple of points and a little significant things that I thought about in Computershare's history in the early years. I started it in '78, and we just had 2 employees, which is myself and Peter Pyramid. At that stage and Ken Knowler and I who started the business, we had 49% and the other 51% was owned by Halifax Computershare. We ran a system on a nova-barrage computer, which I think had a disk drive of about 2,000. So imagine what you had owed at about 10 gigabytes. Our 3 customers when we started were Woodside, Santos and [ Western Mining ]. Western Mining has gone, we still got Woodside and we still got Santos. Pete and I, well, we wrote the first system on a Prime mini computer. Now we did that in about 3 months. Even though it needs about 500 [indiscernible] just to keep it going. So it just shows you how things have changed. In 1980, we're -- Computershare was the only profitable part of the Halifax Computer Group. We managed -- because we support all the super funds, we bought the other 51% of Computershare from Halifax Computers for $100,000. So total value of the company then at $200,000. At that stage, the shareholder was myself, Tony Wales, Michelle [indiscernible] and Penny my sister. In 1989, we nearly sold Computershare to the International Clearinghouse in London for $10 million. Ken was sort of a bit upset about that. And he said, all right, Chris, let's -- let's just sack all the staff, and with probably our system is the only one going in there in Australia. We can probably survive for another 2, 3, just milk it for all the money you can get. And I said, look, Ken, I can't do that. They will -- the guys have started with me anyway. So we then bought the rest of the [indiscernible] shareholder of Computershare for $2 million. In 1994, we flowed the Computershare with a market cap of $36 million. We had about 30 staff who all are quite wealthy these days and the shares listed at $0.1125. And I think most of those early started to Computershare. I met quite a few of them that still do have their shares. In 1997, we made our first international acquisition, which was in New Zealand. And it was the first time we've ever got into share registry. Before that, we were determined just to stay as a computer company -- technology company instead to go to all our clients and see the mess the papers around and all that sort of stuff and said we would never want to be in this business. But then we expanded after doing New Zealand to place at every Australian company in technology goes through, next is the U.K. I'd spent a year in the U.K. in 1996, I think. I managed to sell 1 client for GBP 300 million a year. So it just showed a good eyes of selling. But I did make some friends and they were at RBS. So RBS was the first big acquisition that Computershare made overseas. We paid [ $26 ] million for it, and Irv will remember all this. I think we found about GBP 30 million in monies that they have been accounted for. So -- but that was the real start and some memorable times, and I've always enjoyed my time in the U.K. We then went to Ireland and also South Africa. And South Africa was a classic because we've done the demutualization of Halifax and we're the sort of global leaders and that Old Mutual decided to demutualize so they -- we said, we got to go for this. We went and won the business, and I said something, God, we haven't even got an office in South Africa. How are we going to do this? So I went down there with an old mate, that will be Chamberlain ex London Stock Exchange. And I think in a week, we bought the 2 major registries in South Africa. But that was the sort of things you can do in those days, which you really can't to these days. So we did give you a registry in a week, now that take 18 months. 1999, we went to Hong Kong and bought the business there. Then the major acquisition, which is the one that usually brings most companies, Australian technology companies undone, which is going to the U.S., where we spend sort of 90% on developing software where the Americans probably -- and 10% on marketing and the Americans spend about the office of the way around. But we actually bought the Harris Bank Transfer business. Steve [ Rocklin ] was running that, a very good friend of mine still today, that was out of Chicago. We then moved Australia. We've done that. The underbidder for that business was the National Trust out of Canada, who ran the registry there, and they rang up and said, Chris, do you want to buy this, I said okay. So we went out there and Tony and I then did the due diligence on that, I think, in about 2 weeks. That was a fantastic business, it still is today. 2003, we went to -- we bought the Russian one, which wasn't the best one. A lot of fun, Nick Oldfield, our current CFO, will remember those days vividly, he spent a lot of time there and also the German registry. In 2003, I won't go on after that. But in 2003 was when we did our first downgrade. And I remember this vividly. And I just found going through my files last night a few little comments. And people who have been around Computershare a long time will always remember my favorite analyst ever, Matthew Booker, analyst from Merrill Lynch. His comments were, speaking with ML analysts this morning in his view is the lack of detail in his accounts, the recent decisions by the company to stop reporting market share numbers and shareholder numbers for which core registry business makes it hard for an acquired to compete due to diligence management, which is a large holding the stock are also poorly regarded by the market. In our view, the disclosure provides further support to our view that future earnings are not sustainable at current headline EBITDA figures. We retain our sale recommendation at $1. [indiscernible] so a lot of you might remember, he used to be an analyst with values. He said sitting duck for U.S. data process he manages Computershare Limited has been shoved into the bargain base and as a result of the day's effective profit downgrade with company confirming market fears that its 2002 numbers will come in at the bottom end of the company forecast. And this is one I always -- Marcus Patry, who still reports, I think, on the ABC in his weekly report. He said, stuff, no wonder their share price is getting flogged. No wonder the competitors are going to chew up their previously fat margins. No wonder things are not improving in the second half, their the shoot of the bark is destroying their service culture, [indiscernible] from the broker community and damanged morale inside the company. He was talking about because we introduced access by the Internet to do things. He said, and don't tell us to go on and find the information on the Internet, we have not got time. The Internet is not commercial for thousands of detailed requests each day. I hope any of your brokers out there that's still talking to Marcus would remind him of that famous speech. Look, I'm very proud of what we've achieved at Computershare. It's a company with a very nice history with Simon and we've pointed out and a culture, which is just full of purple people. It would not have happened, look, for the many great dedicated staff who work and still work at Computershare, and I know a lot of present and past, if you're listening today, and I love you all. Thanks, Irv. I never realized that you would have already accepted a $0.01 back. I thought I did a great job after bloody 6 [indiscernible] and the early wave there is some in some special highs in [ pounds ] around the world. I'd like to add a special thanks to the 2 CEOs that I've handed to since the start of Computershare. Stuart Crosby, who sent me a lovely e-mail last night. He did a great job at Computershare through some really difficult times. And mainly for allowing me for 2 years after I was then moved to Chairman, and allow me to still run the U.K. for 2 years. We have a very strange reporting structure because Stuart reported to me as Chairman, and I reported to him as the man of the U.K. business. And it's my best times when the U.K. when we took the business, I remember a guy called Rock Chadman was running it and had made $6 million in the previous year in the AGM, I said I'm going to go and fix that, which I did go over with my lovely daughter Hayley. It was my PA then. And we changed Computershare in 1 year -- next year, and made GBP 60 million, but they were very special times with Nick and Martin Greg at NAS. Stuart Crosby -- the other thing that Stuart did is actually convinced me to hire Stuart Irving. Not that I was against you, Irv, but I was wondering if men didn't know much about counting, but you think you have taken up that challenge. Until Irv, as he said, he's been a dear friend to me and the family and he's done an unbelievable job of running Computershare. Irv, I think your biggest challenge in life is to do what I did and found 2 great COOs to follow me. Also, I want to thank the only 2 Chairman that came as mentioned, Sandy Murdoch who died, unfortunately, this year. He was the first Chairman. Remember, when we used to start at Computershare, Dave, you're in over for a Chairman, we met some people that met this guy Sandy who was ex farmer and then work for transport company, and he was on the Children's Hospital, and he was just a delightful guy, which he always was. And the great strength of the company. He's one of those great Chairman and the same as the next one we've got now, current one. Just -- you've got to let the people run the business to manage it and run the business. If you don't like the way they're running it, then you should change them. So therefore, just thinking on that, in 43 years, I doubt you would find very many major companies that have only had 3 CEOs and 3 Chairs in 43 years which I really think just goes to the heart and the culture of Computershare. Also thanks to all of loyal supporters. Mary, I hope you're watching, she's always sat in the front seat, also sent me a message today that she couldn't get there, but the part of Board of Computershare through the really good and the bad times. Lastly, I'd like to thank my 3 beautiful daughters. Nicole, Hayley and Kasey. They are the 3 that probably suffered more than anyone else in the creation of Computershare as their dad was away so much. So thank you, everyone, and I'll hand back to Simon.

Thanks, Chris. It's amazing you've gone from a software engineer to business leader to historian all in kind of one short phase. And I have to say, I just love the fact I always say that you'll never die wondering what your opinion is and you proved it yet again today. So Chris, great reminiscences. Thank you very much. Thanks, Stuart, as well. Let's now move to the formal business of the meeting. As I mentioned at the start of the meeting, we'll answer all the questions at the same time once all of the items of business and proxy positions are being presented. To ask a text question, please press the Q&A icon. And to ask verbal questions, please ensure you've mute the broadcast, then dial +61-2-8417-2995 and enter the access code 377986 to be connected to the audio questions line. We'll be starting questions shortly. We'll now go through the resolutions. The first item of business relates to the tabling of the company's financial reports for the year ended the 30th of June 2021. If you have any questions concerning the financial statements of the company or have a question for the company's auditor, PwC, please ask them, and we will address them shortly. I'll now proceed with the resolutions to be considered. Any undirected proxy votes given to myself on resolutions 5, 6 and 7 will be voted in favor of the relevant resolutions. And voting will remain open during the resolutions. I'll also provide you with notice that the polls are about to close. So let's move to consider the first resolution, which is relating to the reelection of Lisa Gay. Lisa is due to retire from office and being eligible presents herself for reelection. The Board, in the absence of Lisa, unanimously supports her reelection. Before we move to this resolution, I'll pass to Lisa to say a few words in support of her reelection. Lisa?

Thank you, Simon, and this is quite a hard act to follow. I'm very pleased to stand for reelection today. I believe that my extensive background in financial services, I spent several decades in stockbroking and investment banking with JBWere and with Goldman Sachs. And I think that experience provides me with the skills necessary to support Computershare in its, as we've heard, continued journey of growth across the financial services sector. I also did a 6-year stint with -- as Chair of the Australian Securities and Investment Commissions Markets Disciplinary Panel. And this gave me a unique insight into the regulatory and compliance environment in Australia. And I think that's also beneficial to Computershare. I also have experience with several other Boards, including not-for-profits and those involved in funds management and financial wealth management. Clearly, financial markets is my sweet spot. I have a passion for people and the quality of treatment. Enhancing employee experience has always been close to my heart. Having recently taken on the Chair of the People and Culture Committee, I believe and hope that my leadership skills and commitment to action will continue to benefit Computershare's fabulous purple culture. Having spent 3.5 years on the Computershare Board, I continue to be impressed by the breadth and quality of the organization and look forward to being involved in the interesting challenges businesses face in the current environment. I thank you for this opportunity for reelection. Simon?

Thanks, Lisa. I now move the reelection of Lisa Gay as a Director of the company. The resolution and a summary of the votes received before the meeting now appears on the screen. The next resolution relates to the reelection of Paul Reynolds. Paul is retiring from office and being eligible presents himself for reelection. The Board, in the absence of Paul, unanimously supports his reelection. And before we move to this resolution, I'll ask Paul to say a few words in support of that.

Well, good morning, ladies and gentlemen. Thank you, Simon. I'm Paul Reynolds. And it's been my privilege and honor to serve you on the Board of Computershare these last 3 years and now to seek reelection. Computershare is a very special company with our great history as we've had and with a particular talent from deploying technology efficiently and effectively in pursuit of complex financial admin opportunities wherever in the world. I believe my skills and experience as a CEO, a Chair and Director at some of the world's most challenging TMT environments do enable me to bring to the Board particularly relevant insights, not just in technology deployment but in choosing the right strategies to navigate the complex requirements of multinational customers of governments and of regulators. That's precisely what I've built my career doing. Computershare is proudly Australian and is very much a sophisticated multinational company. The company's operating environment is becoming ever more challenging around the world. And I do believe my wide executive experience in Europe and Asia, the Americas, as well as in Australia and New Zealand will be of significant value to you, our shareholders and to the company's continued success in the years to come. Thank you.

The resolution and a summary of the votes received before the meeting now appears on the screen. The next resolution relates to the election of John Nendick. John was appointed by the board as an additional Director effective 21st of September 2021. And under the company's constitution, he holds office until the end of this AGM and being eligible presents himself for election by the shareholders. The Board, in the absence of John, unanimously supports his election. But before we move this resolution, I'll ask John to say a few words in support of his election.

Thank you very much, Simon. I'm excited with the opportunity to serve Computershare. I think there are 3 key areas that I can bring expertise to the Board. The first is in my global business experience. I've spent most of my career serving complex global companies, not unlike Computershare in terms of their footprint, companies like Newscorp, Hilton Hotels, Fox and Netflix. I also served as the Global Deputy of Ernst & Young's Technology, Media and Telecom business. and spent a lot of time working with both technology companies as well as companies being disrupted by technology. Secondly, I'm a financial expert. I'm a chartered accountant in the U.K. I'm a Certified Public Accountant in the U.S., and I'm a member of the National Association of Corporate Directors in the U.S. From a practical standpoint, I've presented to and participated in numerous Board and audit Committee meetings for leading companies around the world. And I currently serve on 3 other audit finance committers. And then the third reason is, as was mentioned at the beginning of the meeting, I am based in the U.S. The U.S. is the country now that Computershare generates more than half of its revenue and earnings from, and that's before the Wells Fargo acquisition. And I'm also based in California. And so I'm lucky to get a front row seat to a lot of the technological developments that we're seeing, that both impact technology companies as well as the rest of the world. So I'm excited to have this opportunity. Thank you, Simon.

Thanks, John. I now -- the resolution and a summary of the votes received before the meeting will now appear on the screen. Fantastic. We will now move to consider the next resolution, which is the adoption of the company's remuneration report. The Corporation Act requires that at an AGM, the resolution about the remuneration report is adopted be put to the vote. This vote is advisory only and will not bind the company or the directors. The resolution and a summary of the votes received before the meeting now appears on the screen. The remuneration report sets out the policy for the remuneration of directors, the CEO and other designated senior executives and explains how the remuneration is structured. It also contains remuneration details from the directors and the senior executives for the period ended at the 30th of June 2021. Noting that each director has a personal interest in their own remuneration for the country -- company, as set out in the report, the directors recommend that shareholders vote in favor of adopting the remuneration report. And I move the adoption of the remuneration report. The next resolution for consideration is to approve a grant of performance rights to the CEO, Stuart Irving, under the terms of the company's long-term incentive plan. Approval is requested from shareholders under ASX listing rules to authorize the company to grant equity securities to the CEO under an employee incentive scheme. Full details of the terms of issue of the equity securities are set out in the Notice of Meeting. The board, in the absence of Stuart, unanimously supports this grant of performance rights, and I move the grant of the performance rights to the CEO. The resolution and a summary of the votes received before the meeting now appears on screen. The last resolution for consideration is to approve an increase in the maximum fees that can be paid to non-exec directors. The current Non-Executive Director fee pool was set in 2014 at AUD 2 million. The proposal is to increase this to AUD 2.6 million, and this will allow the company to maintain the ability to pay competitive fees and attract and retain high-caliber non-executive directors, including the appointment of additional overseas-based directors reflecting our geographical mix. The Board does not expect to utilize the full amount of the proposed fee pool in the short to medium term. Approval is required from shareholders to this proposal under the ASX listing rules, and I now move the resolution to increase the non-exec directors fee pool. The resolution and a summary of the votes received before the meeting now appears on the screen. Now that we've tabled all items of business to be considered at the meeting, I'll open up the meeting to questions. And if you have a question on any of the matters raised during the presentation or any of the resolutions, please ask them now. To ask a text question, press the Q&A icon. To ask verbal questions, please ensure you mute the broadcast and then dial +61-2-8417-2995 and enter the access code 377986 to be connected to the audio questions line.

We have some questions that have come in by text which I will ask the currently Secretary, Dominic Horsley, to read out. They were then be answered by either myself or Stuart Irving. Dom?

Thank you, Simon. We have a question from shareholder, Ben Clarke, who said, "I note that Climate Partner has provided a company-wide emissions audit that estimate of business activities generated a total of just under 49,000 tonnes of CO2 with a 10% error margin. The sustainability section of the website mentions we expect to significantly increase our procurement of renewable energy and an upcoming announcement read carbon neutrality. Can the Chair elaborate on this and specifically in regard to whether there will be a net zero target and what the target year would be?"

Thanks, Ben. As I said in my presentation, the majority of our emissions relate to power consumption in offices and data centers, regulatory requirements around documentation production and travel. Last week, the Board approved funds for carbon offsetting, making Computershare carbon neutral from the calendar year 2020 onwards. As this company, we've also kicked off our work to build a net zero strategy, and I expect to be able to confirm a target year for achieving that during this financial year.

Thank you, Simon. We've also received several questions from shareholder, Natasha Lee. The first of these is, "I note that audit fees have increased around 14%. Could the Board justify the increase as it seems excessive in a low inflation, low wage growth environment?"

I'll take this question and not ask PwC to answer it. The main reason for the increase in the audit fees in FY '21 wasn't an increase in fees for recurring audit work. It was due to the addition of a new scope to PwC's audit. The key change in FY '21 was that PwC took over the statutory audit of Equatex AG, our Swiss acquisition, from the previous auditor.

Thank you, Simon. And a further question from Natasha Lee. "I note that 3 out of 8 directors are female, while the company has a 30% target. Given 40% female representation is considered a best practice, will the Board update their targets to at least 40% female representation?"

Thanks, Natasha. Computershare is a member of the 30% club and therefore, has a 30% target. We enormously value the diversity of thinking that we have on our Board. But that 30% target doesn't necessarily mean we'll stop at 30%. We will continue to explore ways to increase diversity on our Board, but probably even more importantly, to increase diversity amongst our senior management team.

And a further question from Natasha Lee. "Thank you for the performance of the company over the last year. I note that the company does have business interest in Hong Kong. Given the political instability in this region, what is the value of the Hong Kong interest? And have steps been taken to manage the risks or move these business interest elsewhere?"

Stuart, you may want to take that one.

Sure, Simon. Well, first of all, our interest in Hong Kong are directly related to serving Hong Kong listed companies. And we do not service other parts of the group from that location. To move these interests, essentially, we need to exit the market, and that's not something that we're planning to do. Hong Kong has averaged about USD 87 million of revenue over the past 3 years, which represents around about 4% of group revenues. However, I acknowledge some of this political instability, and we will continue to assess that regional risk going forward.

Thank you, Stuart. We received a question from Fredrik Fries on, "What is Computershare doing to capitalize on the recent surge in interest of DRS, modernize outdated paperwork and UX and support blockchain-backed share registries and NFT digital dividends, not just as facilitator but actively providing it as a service?" And we also received a question from Heath Carroll on the future of the share market and how DRS will affect it.

I'll let Stuart answer as this is a fascinating area. But Stuart, you may want to just talk about it. I know you love this area.

Yes. Well, I mean, first of all, Direct Registration or DRS, is part of the U.S.A. market structure, and it allows you to have your security registered in your name on the books of the issuer without the need for a physical certificate to serve as evidence of ownership. Now DRS is nothing new. It's actually been in place for a very long time. And since you are registered on the books of the company as a shareholder and quite often, they have a transfer agent like Computershare, you will receive the annual reports, the dividends and the proxies and all the communications directly from the company. It's an alternative to holding stock through a broker and one that clearly Computershare obviously champions. Now we have seen a significant increase in demand to use the Direct Registration System across a very small targeted group of stocks in the U.S. Now we have been actively engaging with the retail investor community and other stakeholders through this process as part of an education process and letting them understand the intricacies of the DRS environment. As far as talking about outdated paperwork in UX, et cetera, et cetera. Let me just say that we -- the team is always looking for ways to improve the market and processing efficiency for all stakeholders. Now unfortunately, at Computershare, we've actually receive most of our shareholders on our register initially through brokers or at IPO, and we're only ever provided with a name and address. So we don't have the luxury of having all the requisite information to provide a digital solution straight away, which does necessitate some physical mail requirements. However, we are progressing -- replacing certain paper requirements with newer authentication processes, et cetera, and finalizing subject clearly to data security and risk management views, having shareholders digital information to be able to use. Then the last part of the 3-part question around sort of blockchain and NFTs, et cetera. Computershare has been really closely involved with blockchain and distributed ledgers over recent years. We are supporters of market efficiency improvements when it makes sense for all shareholders. We do speak to our clients an awful lot. We have not seen any broad demand for issuers and the shareholders for deploying blockchain technologies for dividends. Now we have facilitated some early-stage interest from issuers wanting to give their shareholders the right to receive a dividend in some form of alternate sense, be that via bitcoin or via dividend issued into a blockchain and we'll continue to watch the space closely to see if demand increases.

Thanks, Stuart. We now have a question or a series of questions from the Australian Shareholders' Association through their representatives, Stuart Burn. Well -- so the first question is, "Chairman, CPU recently acquired Wells Fargo Corporate Trust Services using a PAITREO or a Pro rata Accelerated Institutional with Tradable Retail Entitlement Offer. The ASA wishes to congratulate Computershare on raising funds in such an offer. It is a pity that so many companies do not look after retail shareholders by using PAITREOs. Can Computershare advise how the purchase of Wells Fargo will transition the company?"

Thanks, Stuart, for your question, and we appreciate the recognition. Of the PAITREO offer that we put in place, we take shareholder rights very seriously, and we agreed that this structure respects all shareholders. As Stuart said, the purchase of Wells Fargo Corporate Trust is a really exciting acquisition for Computershare. It builds on our existing position in North America and leapfrogs us to a top 4 ranking in the attractive U.S. corporate trust market. It gives us greater leverage to positive structural growth trends in debt issuance and securitization. And importantly, it gives us more exposure to rising interest rates. We have a very detailed plan to transition the business, which the Board discussed yesterday. And integrate that into Computershare to deliver the anticipated synergy benefits and drive a 15% plus post-tax return on capital for our shareholders over time.

Thank you, Simon. The next question from the ASA is, "Chairman, you provide an extensive sustainability report in your annual report and have taken significant steps to reduce your carbon footprint. Can you please advise how you see Climate Partner will drive your climate action strategy and your targets for becoming carbon neutral?"

Thanks, again. We've talked about a little bit about this before. The Climate Partner are recognized experts in both carbon neutrality and net zero strategies. And as you've heard today, we've announced that we will be carbon neutral for calendar 2020 onwards and we'll be working with Climate Partner to create our net zero strategy over the coming few months and expect to announce a target date by the end of FY '22, and Climate Partner will also continue to support us on this as we execute on this strategy.

Thank you, Simon. Again, from the Australian Shareholders' Association. "Chairman, we recognize the value that Mr. Reynolds brings to the Board of Computershare with his significant telecoms background. However, we have significant concerns about his current workload. As Chairman of 9Spokes Limited, Non-Executive Chairman of STV Group plc and a Non-Executive Director of TalkTalk Telecom Group. 2 of these appointments are very recent and would require a significant level of commitment in addition to the additional workload required as CPU directors. Can the Chair advice shareholders that Mr. Reynolds will have sufficient time to commit to Computershare considering the current pressures being placed on Board members?"

Thanks. Paul is a really important director for this company and he makes a very important and valuable contribution to the Computershare Board. As Paul said in his presentation, he is a highly experienced CEO with expertise in the sectors that we are interested in. He has a great understanding of technology-enabled businesses and brings to the Board local knowledge and insights for our U.K. markets but also there's other markets in which he's worked in. I have no concerns at all regarding Paul's workload and other commitments. He's always very well prepared for Board and committee meetings and he makes himself available on short notice as required. I have multiple conversations with Paul outside the Board meetings. I always take his views on things, and I value them very highly.

And a third question from the ASA. "Chairman, the ASA has a preference that all directors have at least 1 year's stipend in company shares. Dr. Reynolds' level of equity in the company is lower than desired at only 8,000 shares. Will he be buying additional equity in Computershare?"

That is Paul's own decision, but Computershare encourages all directors to hold shares in the company. And overall, I believe the director holdings are appropriate. We do not have a full policy mandating a minimum holding.

And a further question from the ASA. "Chairman, the ASA policy is for the remuneration report to be readable, transparent and understandable for retail investors. The use of management EBITDA, management EBIT and management net profit and management earnings per share throughout the annual report reduces its transparency. Can the Chairman please advise why such metrics are used and especially why they used in calculations of the STI and LTI financial benefits awarded to the CEO and other KMP?"

Again, thanks, Stuart. Computershare has over a long period, provided management adjusted disclosure to investors, as the Board believes this provides a better measure of underlying operating performance. It's also the basis on which guidance has been provided to the market. The annual report provide detailed disclosure on how management adjusted results differ from statutory figures and details the reasons behind those adjustments. These adjustments can result in either an increase or a decrease from statutory profit. For example, in prior years, Computershare has management adjusted gains from disposals of businesses. And at the same time, has management adjusted some of the cost of restructure and integration of acquisitions. Page 54 of the annual report sets out graphs on the CEO's STI payout and its correlation to business performance. And in my view, they clearly demonstrate strong correlation between management adjusted results and share price performance. Ultimately, our incentive plans aim to reward our KMPs for delivering sustainable shareholder value, and we believe the use of management results supports this aim.

Thank you, Simon. And the final question from the ASA. "Chairman, currently, the preferred ASA policy is that the LTI component of remuneration vests in a minimum of 4 years but preferably 5 or more years. We believe that this time frame ensures that directors have a long-term commitment to the company. Can you please advise why Computershare uses a shorter time frame of 3 years for vesting of performance rights? A longer time frame would align the performance of the CEO with the longer-term needs of shareholders."

I think we've talked about this with the ASA before. We believe that the 3-year vesting period remains appropriately aligned to our long-term strategic goals. And you have to remember, we grant the LTI every year. This provides management with overlapping 3-year performance targets. And we also have detailed clawback and [indiscernible] provisions in the plan, which allow for post-vesting recovery of awards in certain circumstances. We continue to remain committed to this vesting period.

Thank you, Simon. I believe that we have no further questions. So that concludes the questions section of the meeting.

Thank you, Dom, and thanks for kind of keeping my voice intact during that. I'd like to advise that shortly, the voting on all 6 resolutions will close. I'll provide you now with a few moments to allow you to finish your voting. Please complete your voting now. [Voting]

Voting is now closed. The final results will be advised to the ASX and also made available on Computershare's website after the meeting. Thank you all for your attendance. I look forward to this being a hybrid meeting next year when hopefully, both Chris and Mary could come and share some Computershare cupcakes with us. But now as the business of this meeting is now completed, I declare the meeting closed.