Cromwell Property Group (CMW) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the General Meeting of Cromwell Corporation Limited. My name is Jane Tongs, and I am the Independent Nonexecutive Chair of the Cromwell Property Group. I'm also the Chair of today's general meeting. Cromwell Property Group is acutely aware of the current circumstances resulting from COVID-19 and the impact it is having on physical meetings. As a result of the potential health risks and government restrictions in response to the pandemic, today's general meeting is held as a virtual meeting. I warmly welcome all Cromwell securityholders to the virtual meeting, with the securityholders participating through the online platform provided by our registry, Link Market Services Limited. The Cromwell Board thanks all securityholders for their participation. Before I open the meeting, I would like to recognize my fellow directors at Cromwell Corporation Limited joining online, which is Tanya Cox; and Lisa Scenna, who is joining in from the U.K. at the very ungodly hour of 5:00 a.m. And I have apologies from Dr. Gary Weiss, who sends his deepest apologies for today's meeting due to the passing of a close family member, and we extend our deepest sympathies to Gary and his family; and Joseph Gersh, who was not able to join us today. Now I'd like to open the meeting. I have been informed that a quorum for the meeting is present, and I formally declare the meeting open. I will start by giving a short Chair's address to the meeting. On behalf of the Cromwell Board, I would like to welcome you to the General Meeting of Cromwell Corporation Limited. This meeting is being held in accordance with section 250W of the Corporations Act; and follows the outcome of Cromwell's 2020 Annual General Meeting, at which a second strike was recorded against the 2020 Remuneration Report, and Resolution 6, the Spill Resolution, was carried. It has been a challenging period, but the Cromwell Board is confident we will emerge from this stronger. And on behalf of your Cromwell directors, I want to assure you of our united commitment to work together constructively and collaboratively to maximize the value of your investment in Cromwell. There is much to look forward to with the recruitment of a new Chief Executive Officer and the continued process of Board renewal, which will only further our ability and desire to capitalize on the many opportunities that lie ahead. However, before we turn our sights to the future, we must deal with the matters of today. As a result of the Spill Resolution having been carried, those current directors of Cromwell Corporation Limited who approved the 2020 remuneration report, namely Tanya Cox, Lisa Scenna and myself, Jane Tongs, will automatically cease to hold office as directors immediately before the conclusion of today's meeting unless we are reelected by the passing of resolutions 1, 2 and 3. Two further resolutions relating to certain existing performance rights held by the Cromwell chief -- former Cromwell Chief Executive, Paul Weightman, are to be voted on at today's meeting. Subject to the abstentations (sic) [abstentions] that were set out in the Notice of Meeting, the Cromwell directors unanimously recommend that shareholders of Cromwell Corporation Limited vote in favor of all 5 resolutions. If resolutions 1, 2 and 3 are passed at today's meeting, the Cromwell Board will continue to comprise of a majority of independent directors, which is consistent with the 4th Edition of the ASX Corporate Governance Principles and Recommendations. In addition, the Cromwell Board has confirmed its assessment of Cromwell Director Joseph Gersh as independent for the purposes of the ASX Corporate Governance Principles and Recommendations. In making its assessment, the Cromwell directors, but not Mr. Gersh, considered all relevant factors, including those factors set out in the ASX Corporate Governance Principles and Recommendations as being relevant to assessing the independence of a director, and also Mr. Gersh's contribution to Cromwell Board discussions and decisions since his election as a Cromwell director on the 18th of September, 2020. The Cromwell Board intends to continue the process of Board renewal by appointing additional nonexecutive directors with appropriate skills to assist in achieving the Cromwell Board's strategic objectives. On behalf of the Cromwell Board, I would like to thank you, our securityholders, for continued support. Thank you. We now move to the formal part of the meeting. Cromwell Property Group is a stapled enterprise consisting of the Cromwell Corporation Limited, which is referred to as the company; and the Cromwell Diversified Property Trust, a responsible entity of which Cromwell Property Securities Limited. Today's meeting is a general meeting of the company. I will now address some of the meeting formalities. Shortly, securityholders will be asked to vote on 5 ordinary resolutions to be put to this meeting of the company. As Chair of the meeting, I have called for a poll for each resolution, so voting on the resolutions will be conducted on a poll. I appoint Matt Foster of Link Market Services as the returning officer to conduct the polls. Securityholders and any proxyholders holding open proxies will receive an electronic voting card on registration to enable you to cast your vote. If you are voting on your securities and as proxy for securities of one or more other securityholder, you will have 1 electronic voting card for your own holding and 1 separate electronic voting card for all other security holdings for which you are appointed as a proxy. Proxyholders holding directed proxies will have received an electronic voting card on registration, if requested, which notes that the proxyholder has no discretionary vote and the proxies are still lodged even if voting card is not submitted. In line with statutory requirements, details of all proxies in respect of each resolution will be recorded in the minutes. Each Cromwell director who holds Cromwell Property Group's securities has voted in favor of the resolutions. As Chair of the meeting, I intend to vote undirected proxies in favor of each of the resolutions. Cromwell securityholders and proxyholders will be provided with an opportunity to ask questions or comments on the resolutions. [Operator Instructions] I will only take questions that relate to the resolutions being considered. Visitors are not entitled to ask questions, make comments or vote. Business of today's meeting is described in the Notice of Meeting sent to securityholders. I will take that notice as having been read. As this first resolution relates to my reelection as a director of the company, I will vacate the chair in favor of Tanya Cox.

Thank you, Jane. The resolution relates to reelection of Ms. Jane Tongs as a director of the company. Ms. Tongs is Cromwell's Independent Nonexecutive Chair, and the Notice of Meeting contained Jo's -- Jane's biographical details. The resolution reads that Ms. Jane Tongs, who ceases to hold office immediately before the end of the meeting of members of the company in accordance with Section 250V of the Corporations Act 2001 and offers herself for reelection, is reelected as a director of Cromwell Corporation Limited. Are there any questions or comments on the resolution?

Thank you, Chair. We have received no online questions or online comments on the resolution.

Thank you, Company Secretary. In accordance with section 250L of the Corporations Act, I have called for voting on this resolution to be conducted on a poll. I'll now put the resolution to a poll. Please complete your electronic voting card for this resolution. Proxyholders holding directed proxies do not need to do anything at this time. The Cromwell directors unanimously recommend that shareholders of the company vote in favor of the resolution. Ms. Tongs abstained from voting on the recommendation. The proxies are displayed on the screen. Please complete your electronic voting card now. [Voting]

Thank you. I'll now vacate the chair to -- in favor of Jane Tongs.

Thanks, Tanya. And I'd like to thank securityholders who have voted for me. I very much appreciate it. The next resolution relates to the reelection of Ms. Tanya Cox as a director of the company. Ms. Cox is an independent nonexecutive director of Cromwell, and the Notice of Meeting contained Tanya's biographical details. The resolution reads that Ms. Tanya Cox, who ceases to hold office immediately before the end of the meeting of members of the company, in accordance with Section 250V of the Corporations Act, offers herself for reelection, is reelected as a director of Cromwell Corporation Limited. Are there any questions or comments on the resolution?

Thank you, Chair. We have received no online questions or online comments on the resolution.

Thanks, Lucy. In accordance with Section 250L of the Corporations Act, I've called for voting on this resolution to be conducted on a poll. I now put the resolution to a poll. Please complete your electronic voting card for this resolution. Proxyholders holding directed proxies do not need to do anything at this time. The Cromwell directors unanimously recommended that shareholders of the company vote in favor of the resolution. sorry. I just lost my place there. Ms. Cox abstained from voting on the recommendation. The proxies are displayed on the screen. Please complete your electronic voting card now. [Voting]

Thank you. The next resolution relates to the reelection of Ms. Lisa Scenna as a director of the company. Ms. Scenna is an independent nonexecutive director of Cromwell, and the Notice of Meeting contained Lisa's biographical details. The resolution reads that Ms. Lisa Scenna, who ceases to hold office immediately before the end of the meeting of members of the company in accordance with Section 250V of Corporations Act, offers herself for reelection and is reelected as a director of Cromwell Corporation Limited. Are there any questions or comments on the resolution?

Thank you, Chair. We have received no online questions or online comments on the resolution.