ImpediMed Limited (IPD) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Don Williams, and it is my pleasure as Chair of the Board to welcome you to this general meeting of ImpediMed Limited. It is now just past 9:00 a.m. in Sydney, the nominated time for the meeting, and I've been informed that a quorum is present. I note that the meeting has been validly constituted, and I declare the meeting open. The notice of meeting was made available to all registered shareholders within the notice period required. With your consent, I will take that document as read. As outlined in the notice of meeting, this meeting was requisitioned by a group of shareholders for the purpose of considering resolutions to remove 4 existing directors of the company and appoint 4 new directors. I would like to start by introducing my fellow directors who are in attendance today in person and online, Mr. Rick Valencia, CEO and Managing Director; Mr. Amit Patel, Non-Executive Director and Chair of our Remuneration Committee; Mrs. Jan West, Non-Executive Director and Chair of our Audit and Risk Committee; Dr. Michael Seiden, Non-Executive Director; Mr. Daniel Sharp, Non-Executive Director; and Mr. David Anderson, Non-Executive Director, who is traveling today and unable to join us. Also joining us from the company are Tim Cruickshank, Chief Financial Officer; and Leanne Ralph, Company Secretary. James Rozsa and Clare Brown from Johnson Winter and Slattery are with us today as well, and they have kindly offered us their offices for this meeting. We also have representatives from the company's share registry, Link Market Services. We have offered our shareholders the choice of participating in today's meeting in person or via our online webcast. Shareholders and proxy holders will have an opportunity to ask questions on each item of formal business. There are 2 ways to ask a question via your attendance in person here today and by submitting a question on the online platform. I will outline each of these options. We did not receive any request to submit questions by phone at this time. Shareholders and proxy holders present in the room will be holding a yellow or blue card. If you need assistance, please ask one of the registry staff. To ask a question, please raise your card when a microphone will be provided to you, identify yourself and ask your questions. Turning to online participants. The information I'm about to provide is contained in the online meeting guide available in the Downloads section on your screen. You will see at the bottom of your screen 3 boxes. Ask a question, get a voting card and downloads. To ask a question, click ask a question button, a box will appear with 2 sections as shown on the screen. Select from the drop-down menu, the item of business to which your question relates then type your question in the space provided. Online questions relevant to each resolution before the meeting will be read aloud by our Company Secretary during the relevant item of business. A reminder that this is a general meeting convened for a special purpose and questions are to be limited to the items of business. We will not be addressing any business questions at this meeting. Shareholders will have this opportunity at the company's Annual General Meeting. To ensure you have enough time to submit your questions, I encourage you to submit it -- your question now rather than waiting until the resolution is read. The order in which we will address questions for each item of business will be first, questions from shareholders present in the room followed by questions received via the online platform. Turning now to voting procedures. All items of business will be voted on by poll and a representative of the company's share registry, Link Market Services, is returning officer for this meeting. I declare the polls now open. If you are eligible to vote, there are 2 ways you can cast your vote. In person or via the online platform. If you are present in the room, you will have a yellow voting card, which you will be asked to complete and hand to the registry staff at the appropriate time. I will advise you when it is time to complete your voting card. If you need assistance, please ask one of the registry staff. If you have a yellow voting card and need to leave early, you may, if you wish, hand your completed voting card to the staff at the registration desk as you leave. To cast your vote using the online platform, please click the get a voting card button and follow the prompts. You may cast your live vote at any time during the meeting. I will give you a 5-minute warning before we close the online voting platform. You will see a red bar appear along the top of the online platform with a countdown timer of how long you have remaining to cast your vote. Where undirected proxies have been given to me as Chair of the meeting, I confirm that as set out in the notice of meeting, I will vote where authorized all undirected proxies against each resolution. I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. We will display on your screen the number of direct and proxy votes received prior to the meeting, when each resolution is put to the meeting and prior to asking for questions or comments. The final results of voting will be released to the market as soon as they are available. As the first item of business concerns myself, I will now be handing the meeting over to Ms. Janet West for this resolution.

Thank you, Don. So the first item of business proposes the removal of Don Williams as the Director of the company. I put the resolution to the meeting as displayed on the screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will now take questions on this item of business. I invite questions or comments from shareholders or proxies, proxy holders present in the room. Are there any online questions?

We've received no questions online.

Are there any -- is there anything else anybody would like to ask before I move to the next resolution. Thank you. I'll now hand the meeting back to Don.

Thank you, Jan. Resolution 2, the removal of Amit Patel as a Director of the company. The next item of business proposes the removal of Amit Patel as a director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will now take questions on this item of business. Hannah, if you could let me know if there are any comments from shareholders or proxy holders present in the room?

There are no questions, Don.

I will now take any questions from shareholders or proxy holders online.

We have received no questions for this item of business.

Thank you. Resolution 3. The next item of business proposes the removal of David Anderson as a Director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will now take questions on this item of business. Jan, if you could let me know if there are any questions from shareholders or proxy holders present in the room.

Are there any questions? No questions, Don.

Leanne, are there any questions from shareholders or proxy holders online?

No. There are there are no questions online either. Thank you.

Thank you. Resolution 4. The next item of business proposes the removal of Danny Sharp as a director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will now take questions on this item of business. Jan, if you could let me know if there are any questions or comments from shareholders or proxy holders present in the room.

Are there any questions from the room? No, Don, no questions.

Leanne, if you could let me know if there are any questions from shareholders or proxy holders online.

We have received no questions online.

Thank you. Resolution 5. The next item of business proposes the appointment of McGregor Grant as a director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will now take questions on this item of business.

Jan, if you could let me know if there are any questions or comments from shareholders or proxy holders present in the room.

We have one question, and there's a microphone coming to you. If you could give your name.

Thanks, Chair. Peter Gregory is my name. I'd like to ask Mr. Grant, can he talk about his intended strategy for the company and the particular expertise that he has in contributing to that strategy? And secondly, could he talk about his intentions with regard to current management.

And Don, McGregor Grant is in the room and the microphone is coming to him if that's all right with you as chair.

Thank you. Yes. Thank you. McGregor, if we could keep this brief to 60 seconds, we would appreciate it for purposes of the meeting.

Certainly. Look, thank you, Peter, for your question. The plan in relation to strategy as communicated in the communications at the proposed directives put out. Is something that requires us to spend time with management and to really understand what the detailed plans are. And I think it's presumptuous at this stage to really get into that level of detail. There are -- I've spoken to many shareholders across the company and have received their views, and we'll be taking all of those years into account in addition to our detailed discussions with management. As to my background, it's been set out very plainly. And in relation to management, this matter is a matter for Board renewal, and we will just work through our processes as you would expect the Board to do so.

Thank you, McGregor.

Are there any other questions in the room? Thank you. That's it, Don.

Thank you. Leanne, are there any questions from shareholders or proxy holders online.

We have no questions online, Don.

Thank you. Resolution 6. The next item of business proposes the appointment of Christine Emmanuel as a Director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown on the screen. [Voting]

I will take questions on this item of business. Jan, if you could please let me know if there are questions or comments from shareholders or proxy holders present in the room.

Yes, we have another question from Mr. Gregory.

Can I ask you the same question I asked Mr. Grant. Ah. Not here.

Is Christine here?

She's not here, Don.

Yes. So unfortunately, Peter, she will not have the ability to respond.

Is she online?

She's not online. It won't provide ability to respond.

Is Janel -- on the line here.

We do appreciate your question, but from the structure and setup of the meeting, it won't be possible for her to respond. Are there other questions, Jan?

Don't appear to be. No.

Leanne, are there any questions online? No, we have no questions online either.

Thank you. Resolution 7, the next item of business proposes the appointment of Andrew Grant as a Director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown. [Voting]

I will now take questions on this item of business. Jan, if you would please let me know if there are questions or comments from shareholders or proxy holders present in the room.

Mr. Gregory has a question, Don.

Thank you.

Is Mr. Grant here?

So there's no point asking a question on him.

He's not here.

Thank you. Leanne, are there any questions or comments from shareholders or proxy holders online?

No, we have no questions online.

Thank you. Resolution 8. The next item of business proposes the appointment of Janelle Delaney as the Director of the company. I put the resolution to the meeting as displayed on your screen. The direct and proxy votes for this item received prior to the meeting are now shown. [Voting]

I will now take questions on this item of business. Jan, if you would please let me know if there are questions or comments from shareholders or proxy holders present in the room.

Mr. Gregory has a question.

Yes.

And is Ms. Delany in the room? No, she's not in the room.

Well, then I won't ask my question, but I will express my disappointment that people standing for election -- for directors of the company are not here.

Is she online?

The technology will not allow her to respond from being online. Thank you, Mr. Gregory. Leanne, if you would please let me know if there are questions or comments from shareholders or proxy holders online.

No, we have -- sorry. No, we have no questions online for this item of business either.

Thank you. Ladies and gentlemen, this now concludes the formalities of the meeting. I ask that you now complete your voting card if you have not already done so and a Link representative will collect these. For those attending online, you should now submit your votes. The poll will remain open for a further 5 minutes to allow you to complete your voting on your electronic voting card with the poll closing after that time. As I mentioned earlier, the results of this meeting will be announced to the ASX as soon as they have been counted and verified. I now declare the meeting closed. I would like to for the representing the departing directors of ImpediMed as well as departing shareholders wish to -- with the greatest of success to ImpediMed in the future. Thank you, all.