Integral Diagnostics Limited (IDX) Earnings Call Transcript & Summary

Good morning, and welcome, everyone. I'm Helen Kurincic and I'm the Chair of Integral Diagnostics, and I'm pleased to welcome you to the 2022 Integral Diagnostics Annual General Meeting. I'm delighted to chair our first hybrid AGM to facilitate both in-person and online access for shareholders. For those of you in the room, could you please all check that your mobile phone is turned off or switched to silent. And for your safety, please note that in the event of an evacuation, an alarm would sound, please wait in the room until a PwC and the team then directs you to the evacuation points. It's now 10:00 a.m., and I'm joining you today from Melbourne, and I'd like to begin by acknowledging the traditional owners and custodians of the land on which we meet today, the Wurundjeri people of the Kulin nation. I pay my respects to their elders, both past and present. Under Integral Diagnostics constitution, a quorum is required for this meeting, and I have been advised that a quorum is present. Therefore, I declare this meeting open. Today's meeting is being held in-person and virtually by the Computershare platform where attendees can watch a live audio webcast of the meeting and shareholders and proxies can ask questions and submit votes online. To provide you with sufficient time to vote, I now declare voting open on all items of business. A number of shareholders have already voted and appointed proxies ahead of this meeting, and we thank them for doing so. I'll start today's meeting by walking you through a few procedural guidelines for the voting and question submissions for those in person and online. I'll deliver my address and pass on to Dr. Kadish, our MD and CEO, who will provide a presentation on Integral Diagnostics FY '22 operating performance as well as an update on our external environment, the FY '23 business strategy and year-to-date update. Finally, we'll turn to the formal business of the meeting. Before we begin, I'd like to introduce my fellow directors here with me today, Dr. Ian Kadish, our MD and CEO; John Atkin, our Independent Non-Executive Director and People and Remuneration Committee Chair; Raelene Murphy, Independent Non-Executive Director and Audit Risk and Compliance Chair; Dr. Nazar Bokani, Executive Director and Radiologist; and Dr. Jacqueline Milne, Executive Director and Radiologist. Joining us online today is recently appointed and Director, an Independent Non-Executive Director, Andrew Fay. Jason Perry, lead engagement partner of our auditors PwC is also in attendance and available to answer questions related to conduct of the audit and the auditor's report. Also joining us from PwC is Niamh Hussey who will be taking over from Jason as lead engagement partner for the 2023 financial year. Assisting us today is Kirsty Lally, our company's secretary who'll be reading out, read questions and introducing for their questions. Members of the management team are also in the room, including Craig White, our CFO; and Mica Duncalfe, our CPO. The notice of meeting dated 29th of September 2022 has been distributed to all shareholders and is taken as read. By joining our hybrid annual meeting today, you as an Integral Diagnostics shareholder or your appointed proxy will have the opportunity to ask questions and submit both if you haven't already done so. Voting today will be conducted by way of poll on all items of business, and Computershare will act as the independent returning officer. For those attending the meeting online and who are eligible to vote as the call is open, a voting icon is available on your screen. Selecting this icon will bring up a list of resolutions and present you with voting options. For those voting online, you are free to submit your votes at any time. To cast your vote, simply select one of the options. There is no need to hit submit as the vote is automatically recorded. Please ensure you cast a vote for all resolutions. You will receive a vote confirmation notification on your screen. To change or cancel your vote, click the link, Click Here to change your vote at any time until the poll is closed. Votes may be changed up to the time I declare voting is closed. For shareholders, proxies and corporate representatives in person, I'll ask you to vote once we've gone through all items of business today by completing the blue voting card that was provided to you upon admission. White cards are for visitors only who cannot vote or ask questions today. Shareholders with the yellow card are not entitled to vote on the items of business. I will provide a warning before I move to close voting at the end of the meeting. It's my duty as Chair to make sure that shareholders have the opportunity to ask questions and discuss the items of business during the meeting. We answered all questions and comments stay concise, they can find some particular items being discussed and some matters relevant to shareholders as a whole and being informative and respectful. Given this is a hybrid meeting, I'll take questions from those physically present at the meeting, followed by audio or written questions from participants who have joined us online. If you're attending the meeting in person, only shareholders, validly appointed proxies and corporate representatives who were given a blue or yellow voting card upon entry are entitled to ask questions. When I call for questions, please raise your blue or yellow card and state your name or the organization you represent before asking a question. For those attending the meeting online, if you wish to submit a written question you may do so at any time during the meeting by the speech double icon on your screen. Type your question in the chat box on the right of the screen and then select send. The confirmation that your message has been received will appear above. Please note that while I can speak written -- read some questions from now on, I will not address them until the relevant time in the meeting. While time constraints might prevent us from answering all questions, we'll do our best and address all questions during the meeting. To ask a question verbally, please find the number shown on the slide and follow the prompts. Instructions are also shown below the broadcast window on the online platform. If you are asking a verbal question, please state your full name before asking your question. Please limit your questions to only 1 or 2 at a time, and then rejoin the queue to allow others to ask questions. Now turning to my Chair address. I'm proud to be a part of the company. This purpose is to deliver the best possible outcomes for our patients, by providing diagnostic imaging services in order to diagnose and treat illness and injury. In financial year 2022, the IDX team performed over 2 million exams on over 800,000 patients in demanding operating conditions. The 2022 financial year has been a challenging month for the communities we operate in and for your specialist health care company. COVID-19, together with influenza in the winter months, has disrupted operations and adversely impacted patient and referral activity, staff availability, employee consumable costs and equipment delivery and repairs. Our people have worked hard to minimize disruptions caused by these challenges, impacting the broader health care sector and the diagnostic imaging sector to deliver the best possible outcomes for our patients, and will continue to do so to improve the performance of your company back to where it should be. In the 12 months ended 30 June 2022, operating NPAT declined by 43.1% to $21.7 million. Statutory NPAT also fell by 53.5% to $14.6 million. Operating diluted earnings per share fell by 46.2% to $0.102 cents per share. Operating revenue grew 2.8% to $358.7 million driven by an additional 2 months of Astra Radiology revenue when compared to the prior year and an 8-month contribution from the X-Ray Group, which became part of the IDX Group this financial year. Across the full year ended 30 June 2022, the diagnostic imaging industry has, as a whole, seen decreases in activity. In Australia, Medicare benefits for the states in which IDX operates has seen a negative 0.3% decrease in weighted average benefits paid for FY '22. And in comparison, IDX showed an equivalent increase of 0.1% in its organic business. Reflecting the higher growth areas in which IDX provides services to patients, the Medicare industry weighted average for the states in which IDX operates of 0.3% revenue decline compares favorably with the Australia-wide Medicare industry decline of negative 2.8%, which itself has occurred against a backdrop of strong, consistent industry growth for more than a decade of more than 6% per annum. As at 30 June 2022, our net debt-to-equity ratio was 29% and the net debt-to-EBITDA ratio was 1.6x. We declared a fully franked final dividend of $0.03, a share a total of $0.07 a share in FY '22, a decrease of 44% on the prior year, reflecting the performance of your company with the significant impact of COV-19. Total capital expenditure in FY '22 was $31.3 million with $21.9 million relating to growth initiatives to expand our footprint and services to patients through the development of 3 new sites, Benowa and Burleigh Heads on the Gold Coast and O'Connor in Perth, which opened in October 2021, April 2022 and June 2022, respectively. IDX secured targeted acquisitions in existing geographies to expand the scope and the depth of service locations to patients and broaden our referrer base. Now turning to some comments on the 2023 financial year. In July 2022, we completed the acquisitions of Peloton Radiology in Queensland and Horizon Radiology in Auckland, which will contribute a full year of earnings in FY '23. Dr. Kadish will talk about these acquisitions further in his presentation. The company recently announced the termination of the acquisition of the Exact Radiology, which the company considers is no longer in the best interest of shareholders to complete. We will continue to be disciplined in our capital allocation. FY '23 replacement and growth CapEx is expected to be between $30 million and $40 million. The company is focused on integrating the 2 acquisitions and is not contemplating any further acquisitions at this time. We are also highly focused on organic growth and increasing the utilization of the strong asset base we have invested in previously across our network in Australia and New Zealand. Since our results announcement in August, we are now seeing a gradual increase in our organic patient volumes over the prior corresponding period to October. IDX achieved group organic revenue growth of 3.7% for the financial year to October, which Dr. Kadish will talk further about in his presentation. Despite the FY '22 and the current FY '23 challenges, our company believes the underlying fundamentals of the essential radiology industry remains strong, and the company is confident that patient volumes and historical growth patterns will over time, return to pre-COVID-19 levels. As I turn to governance, we're proud to continue with the governance model for our specialist medical business that includes 2 radiologist executive directors who are on the frontline servicing patients and referrers using technology and equipment and as such are valuable inclusions on our Board as we set and execute on strategy. In July 2022, IDX welcomed Mr. Andrew Fay as an independent nonexecutive Director to replace Rupert Harrington who resigned in December 2021 after 6 years on the Board and to whom we extend our thanks for his committed service. Mr. Fay is a highly experienced listed company Director and has over 30 years' experience in the financial services industry, bringing extensive knowledge of investment and funds management. Mr. Fay's significant executive experience includes CEO and Chief Investment Officer roles at Deutsche Asset Management Australia Limited, and he has provided corporate strategic advice across diverse industries. The Board has continued the advancement of its environmental, social and governance responsibilities and again, produced a dedicated ESG report in accordance with the Global Reporting Initiative Standards: Core Option. Our Board approved ESG strategy aligned with the United Nations Sustainable Development trials. We also extended our carbon footprint review and incorporated a full review of our scope 3 emissions and complete our first supplier screening risk rating review. I would like to thank our whole team, including those who have joined our team more recently, for their commitment to the shared IDX ambition to combine the best people and the best technology to provide diagnostic imaging that saves lives. We stand proud that we continue to invest in our people and their expertise to enable the best of services as demand normalizes. To you, our shareholders, thank you for your continued support of our company. Now I'd like to invite Dr. Ian Kadish to deliver the Managing Director and CEO's address and presentation.

Thank you, Helen, and good morning, everyone. It's good to see you all in the room and online. I'm also proud to be part of the company that is working to build a healthier world through providing the best health outcome to every patient we serve. Last financial year was demanding for our 1,868 employees, including 245 reporting radiologists. The radiology industry in Australia and New Zealand experienced the most severe downturn in a generation due to the demand, workforce and equipment impacts of COVID-19, as outlined by the Chair. Despite demanding conditions, our team has worked on delivering our value to better serve our patients. We invested $31.3 million in CapEx and opened new clinics on the Gold Coast and in Perth, and we invested in technology and artificial intelligence to improve the patient experience. Our teleradiology practice IDXt has continued to grow since we commenced operations in August of 2020. And today, it serves external as well as internal IDX clients. We acquired the X-Ray Group of the New South Wales Victorian border, Peloton Radiology in Queensland, and Horizon Radiology in New Zealand. We adjusted our patient flows personnel insisted to operate in a COVID-19 environment. And on the 24 of January 2022, we appointed highly experienced Chief Financial Officer in Craig White, and that's the only change to our executive leadership teams. Operating revenue increased 2.8% to $358.7 million in FY '22. Operating revenue increases reflected the modest underlying growth in Australia, despite ongoing COVID-19 impacts, and were driven by new sites, investments in new equipment and additional contribution from the acquisitions. IDX organic operating revenue growth in Australia of 1.6% compared favorably to the Medicare industry weighted average decline of 0.3% for the states in which IDX operates. Operating costs increased by 5.8% to $28.6 million, largely driven by the adverse impact of COVID-19 on patient revenues and increasing employee costs related to COVID-19. The company is committed to maintaining and supporting our excellent team of radiologists and related medical specialists and technical staff through COVID-19 to continue the delivery of high-quality services with our patients as demand returns. As a result of lower-than-expected revenue growth and higher labor and equipment costs, your company experienced a decline in its earnings per share for the first time since 2017. Operating diluted earnings per share declined by 46.2% to 10.2 cents in financial year '22. This table reflects the extent of our practices across Australia and New Zealand, including our most recent acquisitions. IDX now has 91 sites, 36 MRIs and 6 PET-CTs, soon to be 7, as we install a new PET-CT in Auckland next month. We are the #1 or #2 player in most markets that we serve. The X-Ray Group provides us with another quality regional Victoria practice and an entry into Southern New South Wales. Peloton Radiology provides us with scale and the strategic presence from Brisbane to the Sunshine Coast in Queensland, with 9 clinics, 12 experienced radiologists and 190 employees. And Horizon Radiology expands our presence in Greater Auckland, New Zealand's largest market. The 8 clinics they bring us provide us with a scale offering in obstetrics and musculoskeletal imaging and are located close to major GP referrers, which assists to mitigate our risks by diversifying our specialist-oriented service offering in New Zealand and reducing our exposure to non-arm's length referrals. These graphs highlight the impact of COVID-19's Omicron wave on the Australian diagnostic industry. Financial year '22 was the most challenging time the industry has experienced, evidenced by the revenue decline of 2.8%, the most significant revenue decline in the 27 years that the graph tracks. Much of the decline was driven by a decrease in GP and specialist in-clinic consultations. In-clinic consultations began to improve towards the end of FY '22. The growth in virtual consultations has offset the decline in clinic visits, but virtual consultations drive fewer diagnostic tests per consultation. Medicare has recently implemented changes that will restrain the growth of virtual consultations relative to in-clinic visits to support the delivery of comprehensive patient care. In Australia, Medicare has implemented several important changes. The MRI license regime, no longer applies in regional and rural areas MM2 to MM7 as of 1 November 2022. IDX has 8 full licenses, 1 partial MRI license and 3 non-rebated MRIs in MM2 to MM7 regional areas. The effect of this change is that all MRIs in MM2 to MM7 become fully rebatable. The net impact of this change in IDX is not expected to be material. As of 1 November 2022, IDX has 6 full MRI licenses and 6 partial MRI licenses located in MM1 metro areas. The Medicare Benefits Schedule indexation of 1.6% announced and applied to 97% of Diagnostic Imaging Services, including MRI items from 1 July 2022 is well below inflation. The indexation amount of 1.6% also applies to GPs and other medical specialists. We were expecting higher Medicare indexation given the high inflation environment. In New Zealand, the Accident Compensation Commission has not applied indexation to radiology pricing in financial year '23. Private health funds accounting for about 25% of our New Zealand payer base, have provided reasonable indexation. At each AGM, we'd like to highlight an area of important work we do in diagnostic imaging. Prostate cancer is the most common cancer and the second most common cause of cancer death in Australian men, 19,000 cases and 3,000 deaths per year. Between 2011 and 2015, the 5-year survival rate from prostate cancer improved from 59% to 95%. And today, about 100,000 Australian men are estimated to be living with prostate cancer. PSMA, PET-CT imaging involves the administration of a radioactive molecule that binds to prostate cancer cells allowing the disease to be diagnosed and tracked. The tagged prostate cancer cells are displayed as bright spots on a scan wherever there is prostate cancer in the body, as indicated on these scans. Knowing where the cancer is and how it has spread assists doctors and patients to make better decisions about treatment. PSMA PET scans are funded by Medicare since the 1 of July, 2022. The reimbursement rate is $1,400 per scan. IDX has been a leader in the use of this technology and has been providing these services to Australian men at our PET-CT clinics across Australia and New Zealand for several years. IDX welcomes new funding and improved access to these scans by Medicare. Our industry continues to play an important role in the early detection and prevention of disease, reducing costs for patients and payers, and offering more targeted, less invasive diagnostic and treatment regimens. Some examples include: Funding for CT chest screening for smokers, which has recently been approved; Contrast Enhanced Mammography, breast MRI and 3D tomosynthesis is able to detect breast cancer early versus traditional mammography; prostate MRI costs Medicare about $450 versus $2,000 for hospital admission and biopsy to detect prostate cancer; AI algorithms applied to diagnostic imaging studies detect disease earlier, example include incidental lung nodules on chest x-ray or CT, Coronary Calcium scores and CTCAs and breast density analysis. And Theranostics, a new area of medicine that combines therapeutics and diagnostics, using one drug to diagnose a tumor and a second drug to deliver therapy, is able to precisely localize and treat disease. Importantly, immigration caps that were in place during COVID-19 have recently been lifted, and this has allowed GPs, specialists and other medical staff into the 2 countries. Alleviating the doctor shortages is key to improving health care delivery in Australia and New Zealand. We have recently had the pleasure once again of welcoming new international medical graduates into our practice. Referring to some recent Australian press articles where reports of alleged overutilization of services and the broader Medicare system have been called out. It's important to highlight that radiologists depend on referrals from GPs and other medical specialists and do not generate their own referrals. The GP or medical specialist consults and examines the patient, and decides on the need for a DI imaging referral. Radiologists provide the service compile their report and send the image and the report back to the referring [ doctor ] for further management. It is referring doctor, not the radiologist, who determines what investigations are needed. The radiologist may suggest further investigations if required, but these investigations would be at the discretion of the referring doctor who is closest to the patient. IDX advocates strongly for these arm's length referral practices to protect quality and patient choice and to guide against any incentive for over-servicing. Turning to our strategy and year-to-date trading update. We reiterate our key tenet that "good medicine is good business" even in these challenging times. We're committed to maintaining our specialist and technical workforce through COVID-19 to support the delivery of high-quality services as demand returns. Since our results announcement in August, we are now seeing a gradual increase in our organic patient volumes over the prior corresponding period to October. As Helen noted, IDX achieved group organic revenue growth of 3.7% for this financial year to October. Year-to-date October '22, Australian organic revenue grew by 3.1% versus prior comparable period, which compares favorably to the negative 0.5% weighted average Medicare benefits for the states in which IDX operates. For year-to-date September on a trading day basis, October data for Medicare is not yet available. Year-to-date October 2022, New Zealand organic revenues grew by 8.6% versus prior comparable period on a trading day and constant currency basis. New Zealand represents approximately 13% of IDX's Group revenue. Cost inflation and higher interest rates are exerting pressure on margins. We have agreement to extend our radiology leases at 4 Ramsay hospitals in Queensland, Pindara Private Hospital, the Sunshine Coast University Private hospital, Nambour Private Hospital and Hillcrest Private Hospital for a further 3 years. We are pleased to be extending our relationship with Ramsay. We note that in the context of the entire business, these leases are not material to IDX results. FY '23 replacement and growth CapEx is expected to be between $30 million and $40 million. Our financial year '23 focus is on organic growth, integrating recent strategic acquisitions and executing selected greenfield and brownfield opportunities. We are investing in digital PET-CT services in Ballarat, Auckland and the Gold Coast, and investing in MRI in Bunbury, Torquay and the Gold Coast. My sincere thanks to our Chair, Board and management team, and to our radiologists and to every single one of our IDX family for their dedication, commitment and support. My thanks also to our patients who put their trust in us, to our loyal referrers who trust their patients to us, and to you, our shareholders, for putting your faith in us.

Thank you, Ian. I'll now proceed to the formal business as set out in the notice of meeting. Each of the resolutions will be taken in turn. I'll introduce each resolution. I'll display the proxy results for the resolution on screen. And shareholders will have the chance to ask questions on the resolution before we move on to the next resolution. The first item of business is to receive and consider the financial report of the company and its controlled entities and the reports of the Directors and auditors ended 30 June 2022. The Corporations Act and the company's constitution requires these statements and reports to be laid before shareholders that do not require a vote from shareholders to be taken on them. In accordance with the Corporations Act, this is your opportunity to ask questions about or may comment on the company's financial statements and reports. You may ask the auditors questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements as a whole and the independence of the auditor in relation to the conduct of the audit. There is no requirement for shareholders to vote on those reports. I now invite questions on this agenda item. Kirsty do we have any questions?

Yes, Helen.

Thank you. First of all, congratulations to the company for holding a hybrid meeting. Every company is doing it, but it's a very, very positive sign. A brief comment. You've got a lot of information on pages 5, 23 and 43. I was wondering if next year in the annual report, the 5-year summary that you got on 43 could be pick up the other 2 parts of the information and make a 5-year summary. And a few ratios possibly like the gearing ratios, one that I missed, that could be added as well.

Thanks for the question. I guess it's not so much a question but a statement and some feedback for us, which is warmly welcomed, and we'll take that request on forward in terms of FY '23. I think you're referring to the remuneration report table. So at the moment, we have 7 measures that are outlined there and I think prudent for us to revisit that. We've had those 7 measures for quite some time now. So good opportunity for us to think about adding some comment [indiscernible] -- thank you.

Can I get to the question?

You can keep going.

The decrease in the earnings per share, which was pretty sharp, has been put down in the report to the cost pressure for increasing wage pressure and inflation. Now I don't know what the company can possibly do about the pandemic. But inflation and wage pressure, right taxes here with us. What can the Board do, what would the Board be considering, particularly in relation to this business and this company working on in equation and wage pressure to get the profit margins back into a more positive frame.

Sure. Thank you for the question. Firstly, I'll make a couple of comments in terms of restoring profitability. As you heard, we're very focused in terms of organic growth because obviously, our revenue growth helps in terms of managing the impact of costs and integrating recent strategic acquisitions that were made. So again, that's really what we're out to do well and the select brownfield and greenfield opportunities. But again, we've discussed as well as utilizing well the asset base we already have in the business. In terms of the workforce perspective, one of the most important things for us given it's impacting every health care company and certainly, brought up sectors as well, not just health care. So the importance for us is how do we continue to invest and support our people, given they have worked on the front line of health care during difficult times through COVID. And as you've seen, we did retain all of our people through all of the impacts of COVID and continue to invest in those specialist people. The ability to have higher engagement and provide great professional development and opportunities for people and some great new initiatives brought on board in terms of how we provide professional development opportunities for our radiologists as well as every aspect about workforce needs to be high on our agenda. So that's what we're going to be focused on to try and recruit, retain our people as we progress through global workforce shortages in this area. As Ian said, we've had the very first glimmers of people starting to arrive back from overseas, and that's a very welcome change from what we've had over the last. Any further questions?

Helen, we have one from James [ Greenhow ] of Green [indiscernible] Limited Super funds. The company's 2023 balance sheet looks stretched given the external environment, the 1 July 2022 acquisitions and CapEx requirements. Please comment on whether this has had a bearing on the cancellation of the Exact acquisition as well as the likelihood of the capital raising from '23 to 2024.

Thank you for the question. Again, balance sheet management is clearly a very strong focus of our Board in regards to management of debt on a go-forward basis. We're very focused again on growth in revenue to be able to really drive the company, disciplined CapEx that we've talked about in the presentation and disciplined allocation of capital. We've also talked about not contemplating acquisitions at this point in time, having instead focusing on integrating the acquisitions, well the select brownfield and greenfield opportunities and utilizing our existing strong asset base. In regards to Exact, I think was the second part of the question, our decision was not associated with our ability to either fund the acquisition or our bank's willingness to support it. Are there any further questions?

No further questions.

Sorry, 1 more in the room.

One more. Please, Mr. Perry, the auditors last meeting I had to ask [indiscernible].

Thank you, Mr. West. Finally...

You'll be missed. The auditor has highlighted the carrying value goodwill, and we've gone through a pandemic. I'm just wondering if Mr. Perry could explain those on Page 110, the last of point in how the audit was addressed, assessed the sensitivity to change, which is pandemic. I was just wondering if you could add some comments on what they...

Thank you, Mr. West, for your interest in the audit. So first up, the audit is designed to find opinion on the accounts overall but not on specific balances. And so -- but in relation to impairment, it was a key order matter. [indiscernible] put a lot of detail in the audit report in relation to the steps we do around the goodwill balance. In relation to the assumptions, we do assess the assumptions in detail, including different prices, different outcomes and we assess [indiscernible] test. And in particular, the sensitivity of the discount rate to growth rates and revenue, are the 3 ones we focus on. And those sensitivities are disclosed in [indiscernible] accounts in some detail as well. And so having performed that work, I'm satisfied that those outcomes are consistent with the accounting standards.

Any further questions? There being no further questions, we come to the items of business for which voting is required. Item 2 relates to the adoption of the remuneration report, the resolution being put to the meeting is displayed on the screen. The remuneration report is contained in the annual report. It describes policies and sets out the remuneration arrangements in regards to directors and senior executives. The company has a remuneration framework, which aim to ensure that reward for performance is competitive and aligned to shareholders' interest. The vote on this item is advisory only and does not bind the Director's concern. Nevertheless, the people in the Remuneration Committee will take into account the discussion on this item and the outcome of the vote when considering the future remuneration policies and practices of the company. The Corporation Act provides that the results of the vote on the remuneration report may trigger the first leg of the 3 strikes rule. The valid properties received for item 2 by the company are shown on the screen. Are there any questions or comments in regards to this resolution? If there is no questions on this resolution, I move that the remuneration report for the year ended 30 June 2022 be adopted. I draw shareholders' attention to the voting restrictions applicable to this resolution as contained within the notice of meeting.

[indiscernible]

That concludes item 2, and I move to the reelection of Mr. John Atkin as a Director. The reelection of John Atkin as the Director of the company and details of his reelection are set out in the notice of meeting. I'll invite John to say a few words regarding his reelection.

Thanks very much, Helen, and thank you, members, for considering my reelection. I'm an independent Non-Executive Director, and I've been on the Board since just before the float back in 2015. I chaired the People and Remuneration Committee, and I'm a member of both of the Audit, Risk and Compliance Committee and the Nomination Committee. Generally, these days I'm a professional company director. I'm on the board of another listed company, IPH Limited and I chair the trustee of the Qantas Superannuation Fund. I'm also the Chair of the Australian Institute of Company Directors. I had experience from my prior career in the management of professional service firms and going back quite a few years now, my early part of my career was as a corporate commercial lawyer. Personally, I'm committed to working with my fellow directors to ensure we have the highest standard of governance at IDX and to supporting Ian, the management team, our radiologists and staff to deliver great outcomes for our patients and referrers and to deliver superior returns for you, our investors. Thank you.

Thanks, John, and he's just an outstanding Board Director, and I'm proud to have him as a colleague. The resolution bank put to the meeting is displayed on the screen. The Board, with Mr. Atkin abstaining, unanimously recommends the reelection of Mr. Atkin as a Director of the company and recommends that you vote in favor of that resolution. The ballot proxies received for item 3 by the company are shown on the screen. Are there any questions or comments in relation to this resolution?

No questions.

There being no questions, I move that Mr. John Atkin, who retires by rotation and being eligible to be reelected as a Director of the company. That concludes Item 3, and I move to the reelection of Dr. Jacqueline Milne as a Director. The reelection of Dr. Jacqueline Milne as the Director of the company and details of her reelection are set out in the notice of meeting. I'll invite Jackie to say a few words regarding her reelection.

Thanks, Helen. I'm delighted to be here to offer myself for reelection to the Board. I'm a full-time radiologist at the company's South Coast Radiology practice, which is located on the Gold Coast in Queensland. I've worked with South Coast Radiology since the beginning of my career as a specialist radiologist. My primary degree initially was in Medical Radiation Technology, at which time I worked for South Coast Radiology as a radiographer for quite a few years before returning to university to pursue a medical career and my formal specialist radiologist qualifications. This has provided me with unique insights to be able to contribute to the Board and that I have experience in the business at many levels. I am now breast sub specialist, and I'm particularly interested in women's imaging, medical training and in general procedural work. I'm a member of the company's Integral Clinical Leadership Committee, where my radiology skills and experience allow me to promote and support a collegiate culture across all of our practices and to provide advice on clinical governance matters, including patient care, clinical standards and quality assurance. I look forward to working further with the Board and management to continue to achieve growth and improvements in our business with the vision of building a healthier world. Thank you.

Thanks, Jackie. And indeed, Jackie will be one of the few people in the country that literally trained as a radiographer, which is a big part of our -- an important part of our workforce and then continued and went back to study medicine and then spend the 13 years roughly to become a radiologist. So incredible journey. So thank you, Jackie, and great to have you on the Board. The resolution being put to the meeting is displayed on the screen. The Board with Dr. Milne abstaining unanimously recommends the reelection of Dr. Milne as a Director of the company and recommends that you vote in favor of the resolution. The ballot proxies received for item 4 by the company shown on screen. Are there any questions or comments in regards to this resolution.

[indiscernible]

There being no questions, I move to Dr. Jacqueline Milne who retires by rotation and being eligible, be reelected as a Director of the company. That concludes item 4, and I move to the election of Mr. Andrew Fay as a Director. The election of Andrew Fay as the Director of the company, the information is in relation to his election is set out in the notice of meeting, I'll invite Andy to say a few words regarding his election.

Thanks, Helen, [indiscernible]. Apologies for not being there in person, but I made overseas commitments prior to accepting my role at Integral Diagnostics. Firstly, I'd like to thank the other Directors for recommending my appointment to the Board to be put to shareholders today. Rather than repeating my pre background provided in the notice of meeting, I'd like to have on a few of the skills planned over this time, which I believe will be beneficial to IDX shareholders, of which [indiscernible] The large part of my career, I was a company analyst and portfolio manager. This involved building detailed financial models of companies in various industries including health care, to determine their fundamental value. This training mostly to assess where the proposed acquisitions or disposal of assets are financially accretive and therefore likely to benefit shareholders. My experiences in both the physical and derivatives debt and share markets has given me a deep understanding of alternative funding sources and structures available, which helps in my role as a Director. I've also been a Chief Executive Officer and has over 15 years of experience as an ASX-listed company Director. Firstly, I've been involved in several startups in various industries, including value transfer over the Internet, medical devices and microbiology. These ventures have provided insights in building successful businesses that are growing organically and through acquisitions such as IDX. Finally, I'm a strong believer in the Integral Diagnostics business model, which places patients first, focuses on medical leadership and seek considerable opportunity for the business to grow in the coming years to the benefit all shareholders. I'd ask you for your support for the resolution of my election. I look forward to meeting you in person in the future. I'm happy to take questions. Thank you.

Mr. Fay has been listed as no shares in the AGM report. How many has he got?

I've got about $120,000 worth of shares. I think over $10,000 worth of shares, but that was post my appointment in July, which was after the end of the year. That's why it doesn't show up in the annual form.

Well, we've opened up to questions. Are there any further questions for Andy? And seeing a great contributor already on the IDX Board and we really welcome and have high regard to his skill set. The resolution being put to the meeting is displayed on the screen. The Board, with Mr. Fay abstaining unanimously recommends the election of Mr. Fay as the Director of the company and recommends that you vote in favor of the resolution. The ballot proxies received for item 5 by the company as shown on the screen. Can I just double check if there any further questions?

I don't have any questions.

Thanks, Kirsty. There being no further questions, I move that Mr. Andrew Fay, who was appointed on the 18th of July 2022 retires and being eligible to be elected as a Director of the company. That concludes item 5 and I'll move to the next item of business, the approval of equity grants to the Managing Director, Chief Executive Officer under the company's equity incentive plan. The details of the terms and conditions of the proposed equity grants are set out in the notice of meeting. The resolution being put to the meeting is displayed on the screen. The Board with Dr. Kadish standing unanimously recommends that shareholders approve the equity grant to Dr. Kadish and recommends that you vote in favor of the resolution. The ballot proxies received for item 6 by the company are shown on the screen. Are there any questions or comments on this resolution?

No questions at this time.

There being no questions, I move that approval be given for all purposes including ASX listing rule 10.14 for the grant of rights to Dr. Ian Kadish as his annual long-term incentive plan for the end of 30 June 2023 and rights to Dr. Ian Kadish as the deferred component of this short term incentive grant for the year ended 30 June 2023 on the terms described in the explanatory [indiscernible] accompanying this notice of meeting. I draw shareholders' attention to the voting restrictions applicable to this resolution as contained within the notice of Annual General Meeting. That concludes item 6, and I'll move to the next item of business, the ratification of share issue in relation to acquisitions. Details of the share issues as set out in the notice of meeting. The resolution being put to the meeting is displayed on the screen. The Board unanimously recommends that shareholders ratify the share issues. The ballot proxies received for item 7 by the company are shown on screen. Are there any questions or comments in regards to this resolution?

No questions.

There being no questions, I move that for the purpose of ASX listing rule 7.4 and for all other purposes, the issue of ordinary shares with the acquisition of Peloton Radiology and Horizon Radiology as described in the explanatory [indiscernible] be ratified. I draw shareholders' attention to the voting restrictions applicable to this resolution as contained within the notice of Annual General Meeting. That concludes item 7 and I'll move to the last item of business. Item 8, the approval of financial assistance. Details of the financial assistance are set out in the notice of meeting. The resolution being put to the meeting is displayed on the screen. The Board unanimously recommends that shareholders approve the provision of financial assistance. It should be noted that this item is a special resolution, and as such requires at least 75% of all the votes cast by shareholders entitled to vote on the resolution to pass. All other resolutions are ordinary resolutions and only requires more than 50% of all votes cast by shareholders entitled to vote on the resolution. The ballot proxies received for item 8 by the company are shown on the screen. Are there any questions or comments in regard to this resolution?

No questions on this resolution.

There being no questions, I move to the purposes of Section 260b-2 of the Corporations Act 2001, approval is given for the financial assistance to be provided by the members of the first target group from time to time in connection with the first acquisition and by members of the second target group from time to time in connection with the second acquisition, each as described in the explanatory memorandum at the company's notice of meeting. That concludes the last item of business. I'll provide an opportunity to check if there's any remaining shareholder questions regarding the resolution before the meeting closes.

We have 1 additional question, Helen, from a shareholder, Sean Burns. The performance of a couple of competitors, Capital Health and Sonic Health, appear to show they are weathering the industry climate better than IDX. Are there any IDX specific issues in operations that are impeding profitable progress?

I won't comment on the performance of other companies. We're clearly focused on the performance of ours. But what I would note and as we discussed in both my address and also Ian's address, our performance versus the sector in terms of the Medicare data that's available shows that we have actually outperformed the Medicare data, the areas in which -- the states in which we operate in. Are there any further questions? If there's no further questions. That concludes our discussion on the items of business. Shortly, I'll close the voting system. Please ensure that you have cast your votes on all resolutions. I'll now pause briefly to allow you time to finalize those votes. [Voting]

Thank you everyone. Voting has now closed. The voting results from this meeting will be released to the ASX later today. That concludes our meeting. Thank you for taking the time to join the directors and myself today. Your ongoing support [indiscernible]. Thank you.