Ingenia Communities Group (INA) Earnings Call Transcript & Summary
November 17, 2022
Earnings Call Speaker Segments
James Hazel
executiveSo good morning, ladies and gentlemen, and welcome to the Annual General Meeting of Ingenia Communities Group. I'd particularly like to introduce or welcome Roma who just told me she's a resident in our first land lease community at The Grange in Morisset. Welcome, Roma. This is a hybrid meeting, and I also extend my welcome to those security holders attending virtually via the online platform. My name is Jim Hazel, and I'm Chairman of the group, and also will chair today's meeting. It's now just gone 11:30, the nominated time for the meeting. I've been informed that a quorum is present, and I'm pleased to declare the meeting open. I'd like to begin by acknowledging the traditional owners and custodian of the lands on which we meet today. In our case here, it's the Gadigal people of the Eora nation. I'm sure the people online are on -- will acknowledge the lands that they're upon and pay our respects, all of us, to their elders past, present and emerging. Before we proceed with the meeting, I have a few housekeeping points. Our mobile phones, state the obvious, silent please. Recording devices and cameras must not be used during the meeting. This meeting is also a live webcast for those security holders attending virtually, and a recording of today's proceedings will also be made available on our website following the meeting. For those of you in the room, in an event of an emergency, follow me. If you're attending the meeting in person, you would have been given an attendance card when you registered on arrival. If you do not have an attendance card, please go to the registration desk and see one of the Link representatives who will be able to assist you. If you have a yellow voting card, you are a voting security holder. Proxy holder or corporate representative and have chosen to vote using a paper voting card. You'll also be entitled to speak at the meeting. If you have a blue card, you are a nonvoting security holder. In other words, you have already voted online prior to the meeting and did not want to vote using a paper voting card here at the meeting. You're welcome to ask questions and make comments. However, you're not entitled to vote. If you have a red card, you're a visitor and you are not entitled to speak or vote at the meeting. If anyone with the yellow or blue card wishes to speak, please raise your hand at the appropriate time and identify yourself and someone will come around to provide you with a microphone to enable for your question to be heard by all. For those security holders attending virtually, I would ask that you familiarize yourself with the virtual meeting online guide via the link on your screen. To register for a voting card and cast your votes online and ask questions via the Ask a Question box. You will only be able to ask online questions once you have registered to vote via the online platform. Please click the Ask a Question button, type your question and click the submit button. Questions can be submitted at any time. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or if we receive multiple questions on one topic, amalgamated into one question, but we'll make sure we answer them all. Finally, we may run out of time to answer all your questions due to time constraints, we'll absolutely try not to. But if it happens, management will provide answers at a later date by the appropriate means. Thank you also to those security holders who submitted questions prior to the meeting. We will endeavor to address as many of the most frequently raised relevant topics as possible during the course of the meeting. If at any time during the meeting, you encounter technical difficulties or have any queries as to how to use the Link software, please contact the Link helpline on 1 (800) 990 363 or +61 1 (800) 990 363 if you're by any chance outside Australia. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open the voting. If you are submitting your votes online, you can amend your vote up until the close of the voting by clicking the edit card button, amending your vote and then clicking submit vote. I'll give sufficient time for votes to be cast before I move to close voting. For those security holders present in the room, your voting cards will not be collected until the close of voting, whereafter a representative from Link will come around. However, if you have to leave early, please just hand your completed voting card to one of the Link representatives at the registration desk on your way out. 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 the undirected proxies in favor of all resolutions. I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. Resolutions and proxy results will be displayed on the screen as we go. If anyone would like me to read out the resolutions and proxy results, please raise your hand or submit a comment now, and I would do so when we get to the formal business of the meeting. I now declare voting open on all items of business. There are 3 components to today's meeting. Firstly, I'll provide you with an update on the group's recent performance and reflect briefly on the last 12 months. This will be followed by a presentation by CEO, Simon Owen. Then we will progress to the formal business of the meeting, where the resolutions provided in the Notice of Meeting will be put to security holders. We will allow time for questions and answers regarding the resolutions. Lastly, for those security holders attending in person today, I would like you to -- to invite you to join the directors and management for tour in the foyer outside of this room at the conclusion of the meeting. I'd like to start by introducing your directors that are present today. And the directors could raise their hand so those online and in the room can see them. Amanda Heyworth, who is also Chair of our Remuneration and Nominations Committee; Pippa Downes, who's Chair of the Audit and Risk Committee; Sally Evans, who's about to become the Chair of the Remuneration and Nominations Committee; Greg Hayes; and Simon Owen, of course, as you would all know, our Managing Director; Rob Morrison is on the screen today, who's our Deputy Chairman and Chairman of the Investment Committee, but he contracted COVID or that's his excuse for not being here anyway. So Rob will be on the screen, and you'll hear from him when he's up for election. Also, John McLaren is a U.S.-based Director and is unable to join us today. However, we arranged for a prerecorded message from John which we'll share with you later in the meeting. Also present are Charisse Nortje, our Company Secretary, Charisse? Scott Noble, our CFO; Nat Kwok, our Chief Investment Officer and General Counsel; as well as other members of the Ingenia team. We also have representatives of the company's share registry, Link Market Services, Yvonne Barnikel, the group's external auditor, Ernst & Young as well as James Lonie and Paul Brown, lawyers from HWL Ebsworth with us today. Paul? So before I introduce the resolutions before the meeting and speak about the group's recent performance, I'd like to briefly acknowledge the milestones reached by the business in June as Ingenia celebrated 10 years. It's been very satisfying to see the change that's been affected over this time and to watch the business grow from a small business with a mix of student living, retirement villages and senior rental communities here and offshore to the vibrant Australian-based business it is today. Over the last 10 years, Ingenia has been a key driver of the land lease living sector, and has expanded into development of high-quality communities in this space as well as the ownership and operation of quality holiday parks. Our seniors rental communities remain part of the group today, and we retain our focus on creating community with our residents and guests always at the forefront. I am very proud of what has been created and the passion and drive of our people have been the key to the group's success. Over the course of full year '22 and through the first months of this financial year, we've navigated a very changing environment and challenging. Government restrictions due to COVID-19, rising interest rates, extreme weather events, labor shortages have impacted our '22 results and continue to pose challenges. Turning now to our '22 results. We are pleased to deliver on our forecast in the year of heightened acquisition activity as the business remained focused on a clear strategy supported by a purpose-driven culture. Our holiday parks rebounded in the second half following the loss of trade due to COVID-related restrictions earlier in the year. Residential communities continued to deliver stable uninterrupted cash flows and benefited from acquisitions and the completion of new homes. Revenue was up 14% to $338 million. Earnings before interest and tax were up 8% and underlying earnings per security, down 1% on FY '21, reflecting the impact of the $475 million equity raising completed in November 21. The distribution per security of $0.11 was up 5% on the previous year. We remain cognizant of the importance of distributions to many of our security holders and we'll continue to balance distributions with capital needs. We retained our focus on sustainable business growth over the year, and I was very pleased to see a number of milestones achieved. Our commitment to creating community and providing high-quality community-based living remains core to our purpose. The past year has again demonstrated the attractiveness of our communities to seniors, providing an engaged and affordable lifestyle. We continue to offer homes across diverse price points, broadening the availability of our lifestyle communities to resident seeking home ownership and community living. We were proud to, once again, be recognized for women in executive leadership roles in the 2022 Chief Executive Women Senior Executive census, ranking first in the property sector for gender diversity. We introduced a leading Parental Leave Policy and extended our Diversity and Inclusion policy in '22, enhancing initiatives to support gender diversity across the group. Our commitment to achieving a carbon-neutral operation, Scope 1 and 2, in 2035, maintained our focus on progressing opportunities for energy efficiency and the use of renewable energy across the portfolio. Innovation in development remains key as we seek to reduce our environmental footprint, and we were pleased to announce Ingenia would be the first to adapt the Green Star Home standard across our entire community. In the tourism space, we're working with Prefabulous and the University of Wollongong to create a Net Zero transportable cabin prototype. These initiatives are just some examples of our innovation and leadership. Over 22, we continue to build a leading presence in the lifestyle sector, growing our portfolio with the integration of 2 portfolios Seachange and Federation villages. We have a well-established position in a market that has experienced strong competitor interest and growing investor and consumer focus, and we retain a significant development pipeline which will secure our future growth. We have a portfolio of 23 lifestyle communities and one of the largest operators of tourism parks with 40 parks across Australia's East Coast. Our rental communities are continuing to experience strong demand, and we are successfully creating quality, sustainable new communities, which will extend our lifestyle business. We're also focused on ensuring that we constantly seek to maximize portfolio quality and returns. To this end, we recently announced the sale of 3 small regional assets. We expect some additional divestments this year with limited acquisitions as we seek to capitalize on the embedded growth across our existing portfolio. On November 10, we updated our guidance for FY '23, noting that we are now expecting the FY '23 result to be at the lower end but within our guidance range. We have a diverse business, which is responding to the current environment in different ways. Our guidance takes into account the strong demand for rental accommodation and our tourism offer as well as the material impact, recent weather events and ongoing labor challenges are having on our home completions. And our guidance is subject to no changes in the market or operating conditions. In FY '23, demand for our homes continues to outpace our construction capacity and our target markets remain attracted to low-risk domestic travel. The expansion of our portfolio ensures that we are well placed to cater to these needs. Your management team, led by Simon Owen, is continuing to execute on our strategy while navigating multiple challenges in our current operating environment. Simon will speak more about our performance and outlook shortly. Turning now to the resolutions for today's meeting. Resolutions 3.1 and 3.2 relate to the election of directors. In December 21, John McLaren was appointed to the Board. John replaced Gary Shiffman as Sun Communities' nominee director. Rob Morrison will also be seeking reelection today. Both Rob and John have the unanimous support of the Board, and you'll have the opportunity to hear from them later in the meeting. Items 2 and 4 relate to remuneration. The Board recognizes the importance of aligning remuneration outcomes to business performance and long-term value creation for security holders and considers the remuneration outcomes outlined in this year's remuneration report appropriately represent both business performance and stakeholder expectations. Items 5 and 6 relate to Directors' arrangements. Item 5 relates to changes to the deed under which the group's directors are appointed, and item 6 requests approval for an increase in the fee pool available for directors' remuneration. The fee pool has been unchanged for the past 10 years, and the increase will provide potential for additional director as the business grows as well as a modest increase in fees. In closing, I'd like to assure all security holders of our commitment to navigating the challenges of the present while maintaining a focus on future returns. Before I move to Simon's address, I'd like to thank my fellow directors for their dedication and commitment over the past year and all of our investors for your continuing support. I'd also like to acknowledge the contribution of our employees for their commitment and hard work. Ingenia has a can do culture aligned to creating value for its owners. I'll now hand over to Simon Owen, your CEO and MD, for his update.
Simon Owen
executiveThanks, Jim. Good morning, everyone, and thank you for your attendance today, whether in person or online. Today, I would like to briefly present the FY '22 results, provide an update on current market conditions and the market we are currently operating in and touch on group strategy. The year to 30 June 2022 was one of both transformational growth and incredible challenge for Ingenia. Over the course of the year, we settled on 30 acquisitions worth collectively $650 million. This increased the size of Ingenia in the middle of a pandemic by over 60%. Yet during the same period, our holiday parks in New South Wales and Victoria were effectively closed to short-term guests for the first 4 months of the year. Many of our development sites, particularly in Southeast Queensland were impacted by constant heavy rain forcing multiple site closures and construction delays. Rising construction costs and the impact of supply chain and trade availability impacted our development business and the time frame for new home construction, up from 4 months previously to between 6 and 8 months depending on the location. The economy is also grappling with rising interest rates and inflation. Many of these challenges have continued into the current year, but there remain many positives. Our business model is firmly focused on the lower and mid-quartile residential markets in outer ring metro and accessible sea and tree change locations, where there is genuine resilience in home prices and underlying demand. Ingenia Gardens, our affordable seniors rental business, is presently traveling at near record 95% occupancy rate. And rent collection within our Lifestyle business has continued unchanged right through COVID. Across the last year, we have actively increased our exposure to our preferred markets, and we are seeing ongoing strong levels of demand and price growth. Today, Ingenia owns or manages 110 communities worth over $2.1 billion, more than 10,850 residents, including my wife's parents, call an Ingenia community home and this increases every week. At 30 June, Lifestyle communities represented over 55% of the group's assets and the development pipeline comprised more than 6,580 new home sites. Turning briefly to last year's financial results. It was a year in which we reshaped the portfolio, significantly expanding our market share and our operational footprint and increasing assets under management or ownership by over 60%. Revenue grew by 14% to $338 million and statutory profit increased by 38% to over $100 million. Underlying earnings per security was down slightly at $0.233, reflecting the impact on earnings as the $475 million capital raise was deployed and also from the loss of earnings from tourism and development. This result was underpinned by the stability of cash flows from our residential communities, growth in our asset base and new home sales and strong demand for domestic travel as restrictions eased into the second half of the year and the performance of our holiday parks rebounded strongly. Pleasingly, the group's nondevelopment revenue grew by 35% on the prior year through acquisitions, inflation-linked rental increases and strong growth in occupancy and rate in the tourism business once COVID restrictions were lifted. Despite challenges with construction, we delivered a record number of new home settlements with 409 homes completed and sold. We ended the year with no inventory, which made Scott very happy. The group's balance sheet and capital position closed the year well positioned for current economic conditions with gearing of 20.6% and an LVR of 25.7% at 30 June, well under our covenant of 55%. Over the course of the financial year to 30 June 2022, rental sites across our residential community segment comprising 59 Lifestyle, Gardens and Rental communities increased by 41%. Across these communities, we own land and collect rent much of it underwritten by the Commonwealth pension and rental assistance payments. Australia faces an acute and worsening housing affordability crisis, and our business model is uniquely positioned to deliver vibrant, inclusive, affordable and safe community living. Demand in our rental communities is also high. Across our rental communities, occupancy remains at 95%. The demand for quality affordable rental accommodation has resulted in high occupancy across our all-age rental communities as new homes have been added and rapidly leased up. As government-funded housing has declined, private landlords, including Ingenia, have a growing role to play. Key markets such as Brisbane are experiencing record low levels of vacancy, strong rate growth and limited new supply. Ingenia now has 9 rental communities and we are actively adding new quality rental homes, including in some of our regional rental communities to meet demand. Occupancy across this business currently sits at 99%. Ingenia is a clear market leader of lifestyle communities across Australia. The size of this market is continuing to grow, as is our market share, and we are seeing increasing customer acceptance as residents remain attracted to the financial model and engaged vibrant community living. This portfolio is also benefiting from new acquisitions and rent increases linked to inflation. A record number of 409 homes were settled in the last financial year, and all of these homes will contribute rents this year. In recent weeks, we have acquired a new development site in Sunbury in Melbourne, which has subsequently received a development approval and also a large site in Gordonvale in Cairns, which will be our first lifestyle community in Tropical North Queensland. Over the past 5 years, we have heavily skewed our development pipeline to Southeast Queensland, driven by net migration into this market from New South Wales and Victoria. This has been supplemented by a few iconic coastal and regional development sites in New South Wales and Victoria. Development is a key driver of our lifestyle business and we have expanded the pipeline by more than 50% over the course of the last year, aligning our growth to markets experiencing strong net interstate migration. Our development projects provide a range of price points remaining affordable to a broad base of incoming residents. While our development business experienced significantly stronger demand, and our FY '22 settlements grew on prior year. Supply chain, labor and inclement weather, particularly in Victoria and Southeast Queensland, restricted our ability to construct new homes. On the 2 photos on the screen behind me, the 2 photos on the left taken in recent days, you can see the impact of wet weather at our Beveridge and Lara communities in Victoria. We have seen supply chain issues improve this year, particularly with respect to materials. However, shortages and delays with qualified trades and civil contractors continue to crimp our ability to build new homes. Delays have been exacerbated by extreme wet weather, particularly in Victoria, which has impacted our ability to undertake civil and infrastructure works and build new homes. Consequently, we are now forecasting between 460 and 485 new settlements in the current financial year, down from the 525 to 550 million previously forecast. The lead time for home completion has reduced settlements capacity in the first half with 75 homes settled year-to-date. Following a pause to allow home completions to catch up, recent sales releases have demonstrated strong continuing demand. The group presently has 377 deposits and contracts on hand, with a further 130 expressions of interest in place. This provides us with great visibility on demand for the balance of the current financial year. If you read the metro broadsheets, then you would think the property market is collapsing. Ingenia has no developments in Metro Sydney or Melbourne. We are in fast-growing markets such as Geelong, Ballarat, Port Stephens, Toowoomba, the Gold Coast and the Sunshine Coast, where prices are holding, demand remains very robust, and there is limited stock available. A great example of this is Hervey Bay on the Queensland Fraser Coast, where Ingenia is developing one of the largest lifestyle communities in Queensland. Over the past 3 years, prices in this market have increased by 55% to $548,000 and the average time on market for a resale home today is only 17 days. This compares to the longer-term average of 45 days. Ingenia entered the Hervey Bay market over 4 years ago when we acquired a closed golf course for $1.8 million. After a slow start to the previous year, with lockdowns heavily impacting our Victorian and New South Wales Holiday Parks for 4 months, the holiday result was up 23% on the prior year, driven by acquisitions, rate growth and increased occupancy. Over the course of the year, we have added 11 holiday parks to the portfolio, including the Caravan Parks Australia portfolio and BIG4 Beacon down in Victoria. And Ingenia. today has 40 holiday parks extending from the Great Barrier Reef to the Great Ocean Road. Strong trading in the nonpeak winter period and current forward bookings support high occupancy and outperformance of this business in the current financial year. We have a range of initiatives and strategies in place to support the group's balance sheet and our ongoing capital requirements, particularly to fund our growing development pipeline. Ongoing review to refine our portfolio, prioritizing quality, scale and returns will continue to drive further divestments over the current financial year with the sale of 3 smaller regional assets already announced. We expect only a modest amount of acquisitions in the current financial year, aligned to the group's strategy. Parcels of land at Gordonvale and Sunbury that I recently spoke about are consistent with this focus. Our development joint venture with Sun Communities who are based over in the U.S., is gaining momentum with 3 projects now commenced and provides an attractive capital model for our development with Ingenia only funding half of the costs of these new developments. We are also presently in active discussions with several additional capital partnerships to leverage our operational capabilities. Following the announcement of recent transactions, our 30 June pro forma LVR is currently 26.6%. We are proud of the progress we are making in relation to our ESG, environmental, social and governance program. We are upscaling our teams and embedding this focus in our development business while continuing to improve our systems and operational processes. Milestones for the year just finished, included the commencement of a pilot with the University of Wollongong to construct more sustainable tourism cabins, further investment in solar and LED lighting, introduction of the Leading Parental Leave policy and the evolution of our Diversity and Inclusion and Giving policies. Integrating a large number of acquisitions and building our data capture and disclosure remain key activities over the balance of the current year. Our ongoing recognition as a leader in gender diversity, we're placed third in the ASX 300 in the Chief Executive Women's Senior Executive Census in 2022. Our commitment to building the first Green Star Home community in Australia, which we've done in Melbourne and our installation of the first eco-friendly cabins, which are called ModnPods and our Holiday Park in Byron Bay indicative of our absolute commitment to leadership and innovation in this space. Notwithstanding the challenges we are experiencing in home construction, Ingenia is well positioned for the future. The key demographic drivers that underpin our business model remain firmly in place, an aging population, a housing affordability crisis, especially with rental accommodation. The population drift to the regions and the demand for domestic travel. Our holiday parks and residential communities are experiencing strong demand, and we have increased our scale and our exposure to these segments. We have developments located in regions benefiting from migratory trends with diverse locations and price points. Across our new communities, home completion remains a constraint on meeting this demand that we have for new homes, but that demand is firm and margins are expanding. While we have reduced our settlement targets for this year, we retain our medium-term targets of 2,000 to 2,200 new home settlements through to the end of the FY '25 year as we anticipate an easing of the current labor constraints sometime in 2023. And as a result of these challenges, we announced last week that we currently expect this current financial year's results to be at the lower end of the guidance range, which is EBIT earnings before interest and tax growth of 30% to 35% and underlying earnings per share growth of between 5% and 10%. On behalf of the Ingenio team, I would like to thank all security holders for your support of the business as we seek to acquire, develop and operate Australia's leading lifestyle, rental and holiday communities. I'd also especially thank the Ingenia team for their continuing commitment to performance and outstanding customer and resident experience. And finally, I'd also like to thank our directors, Jim, Amanda, Rob, Pippa, Greg, Sally, and John for their support and guidance through the past year. Ladies and gentlemen, thank you for your time today and your continuing interest and support. I'll now hand back to the Chairman for the formal business of the meeting.
James Hazel
executiveThank you, Simon. Thank you. I'd like to open now the floor to general questions to the Board and management. It's going to be really interesting if you've got any questions for our auditor, who is standing at the back and he's lost of voice. So we'd probably have to do like the public servants have someone doing sign language next to us, but we'll do our best of if anyone wants to ask you a question. So you'll have the opportunity to ask a question pertaining to each resolution when we get to the formal business of the meeting. And also a reminder that this security holders' meeting and as such, only security holders are entitled to ask questions. For those security holders in the room, if you could please raise your hand and someone will bring you a microphone, probably Donna, and then identify yourself before asking your question. I've been informed that we received one question which is submitted prior to the meeting. This is from [ Mr. Fafard ] who asked when will the dividend be increased. So I remember when Ingenia was formed out of the ashes of a previous fund. We had a lot of retail shareholders, and the Board was very committed to providing a return to those shareholders. So we've always been very keen to have appropriate distributions. It's also interesting when I talk to institutional shareholders, which are now the largest group on our register that often say to us, you've got such a great growth opportunity, keep the money and reinvest it in the business. I think as I said in my opening comments, what we try to do is maintain a balance between the needs of each of our groups of shareholders. I think our distributions increased every year but one, Donna? And we do take into account the needs of our retailers, whether there's other shareholders, when the Board deliberates on distributions. Do we have any questions in the room?
Unknown Shareholder
shareholderYes, When would dividend reinvestment start?
Donna Byrne
executiveWe just have a question from shareholder.
James Hazel
executiveSorry, Yes?
Unknown Analyst
analystWhy was the dividend reinvestment stopped? When will it start again?
James Hazel
executiveWell, the Board does not wish obviously to raise capital when the share price is at prices like this. So we give consideration to the best interest of shareholders when we consider dividend reinvestment. And it's something we look at each year. Are there any more questions from online, Donna?
Donna Byrne
executiveNo, we have no questions online.
James Hazel
executiveAny more in the room? So we'll be able to discuss if there are any questions around the formal resolutions we can look at them when we get to them. So we'll now proceed to the formal business of today's meeting. I've been informed that the Notice of Meeting was sent to all registered members within the notice period required. I now table the Notice of Meetings and unless there are any objections, I will take the notice convening the meeting as read. I'll endeavor to give all members who wish to speak a reasonable opportunity to do so. May I ask you to keep your questions related to the matter at hand and [ exempt ] as possible. As noted earlier, all items of business will be decided on a poll, and the poll has been declared open. This means that each security holder present in person or by proxy, has 1 vote for each security they hold. The results of the poll will be announced on the ASX shortly after the close of the meeting. I will disclose proxy votes on the screen prior to the vote being taken for each item. These figures will be as at the closing time for receipt of proxies, which was 11:30 a.m. Tuesday, the 15th of November. There are a number of voting exclusions that apply to the resolutions being put to today's meeting. These are outlined in the Notice of Meeting. Again, as noted earlier, resolutions and proxy results will be displayed on the screen, and I do not propose to read them. If anyone wishes me to read them, please raise your hand or submit a comment online now. First item of business is to receive and consider the Financial Report, the Director's Report and the Auditor's Report of the group for the year ended 30th of June 2022. There's no formal resolution required for this item, but I invite questions and comments. For this item and all those that follow, may I request that you take the time to identify yourself before you ask your question. And in the case where you are a proxy holder, please identify on whose behalf you're holding the proxy. Are there any questions or comments on the Financial Report and the Report of the Directors and Auditors? Donna, are there any online?
Donna Byrne
executiveThere no online questions.
James Hazel
executiveI now move to the vote on the Remuneration Report and put the resolution to the meeting. The resolution and proxy votes are displayed on the screen. The Remuneration Report for the year ended 30th of June '22 be adopted. Are there any questions from the room or online on the Remuneration Report?
Donna Byrne
executiveThere are no questions online.
James Hazel
executiveThe next item of business relates to the election of John McLaren as a Director. I now put the resolution to the meeting that Mr. John McLaren, being a Director who was appointed by the directors on the 6th of December 2021, and his appointment as a Director expires at the conclusion of the Annual General Meeting of the company in accordance with closed 73.2 of the Company's Constitution and Listing Rule 14.4. It's mouthful and being eligible, offers himself for reelection, be elected as a Director of the company. As I mentioned earlier, John is in the U.S. traveling somewhere. We've got a prerecorded message from John for you. If it works, Donna.
John McLaren
executiveGood morning. My name is John McLaren, and I first want to say how much I appreciate the opportunity to be a candidate for election as a Nonexecutive Director of Ingenia Communities. As you are aware, I have served on the Board as an Alternate Director since February of 2019 and most recently as a Nonexecutive Director since December 2021. Additionally, I currently serve as Director on the Board for Sungenia, which is a joint venture between Ingenia Communities and Sun Communities focused on new community development. Having been in the industry for over 27 years, I believe I bring with me a considerable amount of experience in manufactured housing and recreational vehicle communities as well as retail finance across both asset classes. Specifically over this time, I have been actively involved in the management, acquisition, integration, construction and development of communities as well as home sales and leasing within communities. There is no question of me that Ingenia possesses a vibrant and highly capable team that serves to provide Australians with an unparalleled living experience in some of the highest value communities in the country. I believe that I bring to the company and the Board a similar set of skills and experiences, but from an asset class in the United States that is more evolved. This allows me to contribute towards Ingenia's future growth in a very unique way having already applied many strategies and learnings, which we may also apply in Australia in the future. I've often said that being a part of the Ingenia team is like being able to go back in time and apply what we've learned in the U.S. more rapidly in Australia. Thank you for your consideration, and I hope for a positive vote toward my continued service for all of Ingenia's stakeholders. Thank you.
James Hazel
executiveAnd John is here in a couple of weeks, and I wouldn't mind betting you find him wandering around [ Morrisette. ] I now open this item for discussion. Are there any questions from members in the room or online?
Donna Byrne
executiveThere are no online questions.
James Hazel
executiveThe next item of business is the Reelection of Mr. Robert Morrison as a Director. I now put the resolution to the meeting. Before I open this item up for discussion, I'll ask Rob who's joined us by Zoom, as I mentioned earlier, stuck at home with COVID, say a few words. Rob, we'll see if we can make this work.
Robert Morrison
executiveThank you, Chairman, and thanks for the opportunity to represent myself for reelection today. Yes, I would like to be there in person, but I didn't want to take the risk of doing the wrong thing by my fellow directors or the management team or the shareholders here today. I come to the Board with over 30 years of experience in the property funds management sector. As you expect over that time, I've seen many a cycle, and there's been plenty of lessons learned. So a key part of my role I see as being Chairman of the Investment Committee and Deputy Chairman of Ingenia is to make sure that I can impart on to the team, those experiences that have been learned, some of the scars that I've got and making sure that as we progress our growth strategy in Ingenia that we do it in a most thoughtful way, understanding that cycles remain important and that we make every dollar account on behalf of the unitholders. I also bring to the Board the experience of actually managing our funds management business, and I understand fully the importance of having the right team, the right structure, being very focused on investing every dollar wisely that involves good systems, it involves having good processes and the right culture to create a high-performing funds management and investment team. So that's an important part of my role also, I think, in being on the Ingenia Board. And finally, I bring to the Board 8 years of history of being a part of the growth story that many of you observed. So this company is growing from pretty mega beginnings, but really has developed a reputation of levers being one of the leaders in the sector and really bringing to the retirement sector, land lease sector, the tourism sector a number of new models that I think are paving an excellent future for our unitholders and for our customers and for our staff. And so that corporate history, I bring to the team and to the Board, and I continue to do that because there are many lessons that can be launched as you invest in this Australian market. So I remain very positive about the future for Ingenia, the future for the sector. I think there's great opportunities ahead, and I'm very excited about the opportunity of being a part of that opportunity and delivering excellent returns to our unitholders, opportunities for our staff and some terrific opportunities for our customers across Australia. I look forward to delivering a part of that future. Thank you, Chairman.
James Hazel
executiveSo I now open this item for discussion. Are there any questions? Donna, do we have any questions online?
Donna Byrne
executiveThere are no online questions.
James Hazel
executiveThe next item of business relates to the approval of the grant of Fixed Remuneration Rights, Short-term Incentive Plan Rights and Long-Term Incentive Plan rights to Simon Owen. I'll put the resolution to the meeting. I'll now open this item for discussion. Are there any questions?
Donna Byrne
executiveThere are no questions.
James Hazel
executiveYes, there is.
Unknown Shareholder
shareholderMy name is [ Lorna Hall ], and I've been a shareholder for a while now. I'm just -- maybe I don't understand, but I'm just wondering about why the long term -- the performance rights don't get forfeited if Mr. Owen leaves the company, that seems a little bit odd to me. And then we seem to be given a Hobson's choice because if we don't accept the award of the performance rights to gets paid in cash, if that's my understanding of what's written there.
James Hazel
executiveThanks, [ Lorna ]. I'll refer that question to the Chair of our Remuneration Committee, Amanda Heyworth. Make sure the mic is around.
Amanda Heyworth
executiveWhen I was reelected, I said that the reason -- one of the reasons for electing me as I knew a lot about technology. You can tell currently. And the default position on the performance rights is that they remain [ unfold ]. That's the way our plan rules work, but the Board always retains discretion to forfeit them in circumstances where we think that's appropriate. And in every single case, anyone leaving the company, who has those rights and Simon included, that's a discretion that we will be turning our mind to and making a decision to because there are some circumstances where it's appropriate, and there are some of the circumstances where it's not.
James Hazel
executiveSo Laura, if you're not happy with explanation, perhaps maybe I could catch up with you after the meeting, we can go into that in a bit more detail because it is complicated, I warrant. Are there any more questions? So before I put it, I mean I've been a Chairman of Ingenia since inception and Simon has been the CEO since inception. To run a listed company, you need a lot of energy and resilience as well as a lot of other things. Simon has those in spades. So we are very lucky to have him and the Board is very, very confident that Simon and his executive management team will continue to deliver on your behalf. So I just wanted to say that from my point of view. This item of the business, as I said -- the next item of business relates to the Approval of the Revised Directors Deed. I've gotten lost on the screen here. The deed with each of the company's directors. I put this resolution to the meeting. I did that really well. I now open the item for discussion and ask if there are any questions.
Donna Byrne
executiveThere are no online questions.
James Hazel
executive[ Lorna ] , I suppose you understood what I said then actually, because I didn't.
Unknown Shareholder
shareholderThat's okay. I read it beforehand. I'm just wondering, you did make reference to there being 2 reasons to increase the fees. One being...
James Hazel
executiveNo, no, we're not at the fees yet. This is the director's deed.
Unknown Shareholder
shareholderNo, the amount.
James Hazel
executiveNo, we're not with the director's deed, item 5.
Unknown Shareholder
shareholderSorry, item 1, apologies.
James Hazel
executiveHang on to just stay right there because [ Lorna ] is going to be back. So we now move on to the next item of business, which relates to the approval of the fee pool for Nonexecutive Directors. And I put the resolution to the meeting. And [ Lorna ], now we can do your question.
Unknown Shareholder
shareholderSorry about that. Just -- you said there were 2 reasons. One was to give you the option of increasing fees to directors. And the other one was the potential for another director. I'm just wondering the Board seems to be of a reasonable size already. So if you could give a bit more information about that?
James Hazel
executiveSo under the Listing Rules, the shareholders vote on the cap on directors fees. So that was the last done 10 years ago, Simon? So under the Listing Rules so that was done 10 years ago. So there's been no change in the overall total amount that directors can be paid as a group for 10 years. So it's quite common to refresh that total amount from time to time, even though there's no intention to use it. So point number one is the -- as I said, in our case, once in 10 years, change to the total amount that directors fees can be. The second, of course, is to make room for additional directors, should we feel that we need one. I mean, if you talked about -- I like you favor small boards. But we have moved from -- I think I remember we had a market cap of about $30 million when we started. And we peaked last year at $2 billion. And I think now we're somewhere around $1.6 billion or thereabouts. So it's a much bigger company, and we're now in the ASX 200. So we need to ensure always that we have the appropriate skills available to us to help guide the business on security holders' behalf. So the 2 reasons are: one, in our case, a once in 10 years increase in total available director pool. And secondly, ally to that room for an additional director. Should we feel that, that was important for the business. Any more questions?
Donna Byrne
executiveThere are no questions online.
James Hazel
executiveAnd thank you for the questions, [ Lorna ]. We've now come to the end of the meeting. So security holders participating via the online platform should now submit their votes. Please note Link will close the online voting system in 5 minutes to give you sufficient time to submit your votes. For those security holders present here today, a representative of Link will come around to collect your votes. I see lots of activity on yellow bits of paper. So is someone going to collect those up? Here they come with a big box. This is how we expect in the U.S. elections. Have we got everybody's voting cards. I wouldn't like anyone to miss out. So I now declare the poll closed. I'd like to take this chance to thank my fellow directors, Simon and his management team for their diligence and commitment to this business. I would also like to thank our security holders old and new for your continued support and for your attendance today. The poll results will be announced to the ASX platform and on our website as soon as they are available. I formally close the meeting. Thank you. And those of you who wish to stay have a cup of tea with us, we'd really enjoy that. Thank you very much.
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