IPH Limited (IPH) Earnings Call Transcript & Summary
November 16, 2022
Earnings Call Speaker Segments
Peter Warne
executiveWell, good morning, ladies and gentlemen, and welcome to the 2022 IPH Annual General Meeting. I am Peter Warne, Chairman of the company, and I'll be chairing the meeting today. It's terrific to be able to host this year's Annual General Meeting in person and I thank those shareholders here in the room. I'd also, like, to welcome those of you who are listening to us online. As is required by the Corporations Act, I will be calling a poll on each of the resolutions. It's now past 10:30 a.m. and as there is a quorum present, I declare the meeting open. I also declare the polls open. Before we commence, I'd like to acknowledge the Gadigal people of the Eora Nation, the traditional owners of the land where we are meeting today and pass -- and pay my respects to the elders past, present and emerging. I'd like to take this opportunity to introduce you to the members of your Board of Directors, senior executives and our auditors. We have on the table in front of you, John Atkin, Robin Low, Jingmin Qian and Vicki Carter, our nonexecutive directors; our CEO and Managing Director, Dr. Andrew Blattman; our Chief Financial Officer, John Wadley, here in the first row. Our external auditors from Deloitte, John Leotta; Deloitte National Audit leader, Mr. Leotta is here in place of Ms. Fortescue, the Deloitte's engagement partner for the 2022 financial year, who unfortunately is unable to be present here today. But Mr. Leotta will be able to answer any questions that anyone might have. I table the Notice of Meeting dated the 14th of October 2022. Copies of the notice of meeting and the annual report have been made available on the IPH website. I will take the notice of meeting as read. I will be keeping to the order set out in the notice of meeting, and shareholders are requested to please keep their questions until the particular resolution is dealt with by the meeting. Please note that there will be a discussion period at the end of the meeting for broad issues. Before moving to the formal business of today's meeting, the Managing Director and I will first provide you with an update of the group's highlights for the year. These addresses were lodged with MSX (sic) [ ASX ] prior to the commencement of the meeting today. I'm pleased to present my first AGM address as Chairman of IPH. It is a privilege to serve as Chairman of your company. For today's address, I will provide a brief overview of our financial results for the 2022 financial year. Noting our CEO, Andrew Blattman, will be -- will provide a more comprehensive review of the results in his address. I'll also make a few comments about our strategy, focusing on how we continue to strengthen the group as the leading intellectual property group in secondary markets. I will conclude with some comments about board renewal, and our ongoing focus on sustainability throughout our organization. Before commenting specifically on our results, I'd like to first like to acknowledge and thank the team across IPH for their collective efforts over the past year. Since joining the Board 1 year ago, I have been greatly impressed by the caliber of our people and their ongoing commitment to deliver results for our clients, which in turn continues to create greater value for our shareholders. We are a people business, and we are fortunate at IPH to have a committed and talented team that drives results for all our stakeholders. Looking at our financial results for the 2022 financial year IPH reported a statutory net profit after tax of $52.6 million compared to $53.6 million in the prior year. Statutory results include the impact of various one-off items, which are not considered as recurring or being core to the operations of the group. On an underlying basis, which excludes those one-off items, net profit after tax increased by 14% to $86.7 million and an underlying earnings before interest, tax, depreciation and amortization grew by 11% to $137.4 million. Your board declared a final dividend of $0.16 per share, 50% franked, bringing the full year dividend to $0.305 per share compared to $0.295 per share for the prior year. The full year dividend is in line with the board's dividend policy to pay 80% to 90% of cash net profit after tax as dividends. We have a clear and consistent strategy at IPH, which is to be the leading IP services group in secondary IP markets and adjacent areas of IP. We made good progress on this strategy during the year. We continue to leverage our network across the Asia Pacific region to deliver organic growth while extracting synergies from business integrations, including the successful integration of Spruson & Ferguson Australia, and Shelston IP in December 2021. We further enhanced our client offering with increased referrals from our member firms to expand our reach. This resulted in increase in new case referrals into our Asian hubs, which increased by 4.5% for the year. Shareholders will recall IPH's acquisition of Applied Marks in July 2021. This acquisition and subsequent integration has enabled the creation of our digital services function, which is focused on harnessing digital expertise and software tools to generate growth and efficiencies for our teams and clients in each of the regions in which we operate. We are continuing our investments in technology systems and technology infrastructure. Recently, we announced the IPH Way. This is a new program to standardize and improve processes across the group with a focus on increasing case management efficiency and increasing the productivity of administrative teams across IPH. These process improvements will generate efficiencies across the group and will also enhance our clients' experience from a more consistent and simplified approach. Shareholders will also be aware of the significant payment of our strategy has included acquisitions. Since listing, we have completed 11 acquisitions, which have been successfully integrated into the group to deliver accretive value over time. The acquisition of Smart & Biggar, which completed in October is consistent with that strategy. Smart & Biggar is 1 of Canada's preeminent IP firms with more than 300 employees located in multiple offices across Canada. Smart & Biggar is a full-service IP firm with a client base, including Fortune 500 companies and large multinational corporations, research institutions, small and medium-sized enterprises, startups and Canadian entrepreneurs. Asia Pacific -- acquiring Smart & Biggar extends our international network beyond Asia Pacific into an additional significant secondary IP market. It also provides a platform for IPH to participate in further growth opportunities. Andrew will provide further detail and an update on Smart & Biggar in his address. Since listing in 2014, IPH has maintained an experienced and stable board which has successfully guided the company and supported management in growing the company from a market capitalization of approximately $330 million at listing to over $2 billion today. Some 8 years since listing and consistent with governance protocols, it's appropriate that the company to maintain a focus on board renewal. IPH's inaugural Chairman, Richard Grellman AM, who is present with us today, Richard, welcome, retired from the board in February this year after almost 8 years of service. Richard presided over the initial establishment of IPH as a listed public company, and a period of substantial growth and significant value creation for shareholders. And on behalf of the Board and shareholders, I wish to acknowledge and thank Richard for his tremendous contribution and wish him every continued success. We announced the appointment of Vicki Carter to the Board as a Non-Executive Director effective the 5th of October this year. Vicki has over 30 years' experience in the financial and telecommunication sectors, with executive roles in distributions, strategy and operations, human resources and digital transformation. She is a Non-Executive Director in Bendigo -- of Bendigo and Adelaide Bank Limited, and a Non-Executive Director and Chair of Sandhurst Trustees Limited. We believe that Vicki's extensive background and experience will be a great benefit to the company as we look to continue to invest in the enhanced delivery and range of quality services to our clients. Vicki is standing for election to the Board at today's meeting. And subject to shareholder support for her nomination, the Board looks forward to Vicki's contribution to continued growth and success of IPH. We will hear from Vicki later in the meeting. Our Board renewal process will continue throughout this year and the company will keep shareholders informed of updates. IPH remains committed to sustainability. We continue to work closely with our stakeholders to ensure that we drive positive change and sustainable outcomes. During the 2022 financial year, we reviewed how we articulate and communicate our ESG strategy. And with the support of external sustainability specialists, we are working on a program to update our commitments and action plans. This work will provide a refreshed and aligned approach to sustainability across the group in the 2023 financial year and further into the future. This strategy will include measurable targets and programs against our identified material topics, including the ongoing assessment of climate change risk and opportunities across the business. In closing, I would like to acknowledge Andrew, his leadership team and all our people across the IPH Group for their dedication and efforts in the 2022 financial year. Our team can be justifiably proud of their achievements during the year in delivering strong financial results while continuing the significant progress in implementing our strategic agenda. I'd also, like, to thank you, our shareholders, for your ongoing support of IPH. And now I'd like to pass to our CEO, Andrew Blattman, for his address.
Andrew Blattman
executiveThank you, Peter, and good morning, ladies and gentlemen. I want to start my address today by acknowledging and thanking shareholders for your ongoing support of IPH. I'm pleased to say that from our listing in November 2014, some 8 years ago, as Pete has mentioned, IPH has delivered a total shareholder return, share price growth and reinvestment of dividends of approximately 570% compared to 98% for the ASX 200 index. This value creation will continue to be our focus. Today, I'll provide additional detail on our FY '22 results, further information on how we're progressing our strategy, including the acquisition of Smart & Biggar and an update on current trading for FY '23. Let me start with a summary of our FY '22 results. Our statutory results were down slightly from the prior year. However, on an underlying basis, which excludes items that are not expected to occur frequently and do not form part of the core activities of the group. The company reported a strong uplift in earnings. Underlying NPAT increased by 14% to $86.7 million, and underlying EBITDA was up by 11% to $137.4 million. Our underlying earnings were assisted by organic growth, particularly in our Asian business, together with a currency benefit as a result of a strong U.S. dollar compared to the prior year. On a like-for-like basis, implying -- removing the effect of foreign exchange movements and acquisition revenue, IPH reported a 2% increase in both revenue and underlying EBITDA. In Asia, like-for-like revenue increased by 10% and similarly, like-for-like EBITDA improved by 10%. Like-for-like revenue in our Australian and New Zealand IP businesses decreased by 1%. However, the successful integration of Spruson & Ferguson Australia and Shelton IP in December 2021 and the delivery of cost synergies assisted to deliver a 1% growth in underlying like-for-like EBITDA.IPH continues to generate strong cash flow with cash conversion at 100% for the year. This strong cash flow continues to support a high dividend payout, which is reflected in a 3% lift in the full year dividend with the payout ratio of 87% of cash NPAT. Our strong financial position also enabled IPH to fund the Smart & Biggar acquisition, primarily through debt facilities and cash reserves. Post this acquisition, our leverage ratio remains at below 2x. In terms of strategic progress, our strategy remains focused on organic growth, consolidating acquisitions and pursuing growth step-out opportunities. During FY '22, we made considerable progress in each of these areas. Let me start with the acquisition of Smart & Biggar, which we completed on 6th October. The initial purchase price of approximately CAD 282 million was funded by cash of approximately CAD 241 million. As I just mentioned, this was funded primarily by our debt facilities and cash reserves and also the issue of approximately 5.3 million new IPH shares to the vendors at an issue price of $8.51 per share. This is a significant acquisition for IPH, our largest since listing and one which extends our presence beyond Asia Pacific. Smart & Biggar is highly complementary to IPH. They have a leading market position in Canada, high-quality professionals and exceptional reputation and a rich heritage. The Canadian IP market was very similar to Australia in terms of its size, governance and its legal system. Indeed, Smart & Biggar is very similar to current IPH member firms, again highlighting the complementary nature of the business. The transaction also provides us a strong platform to further participate rather in potential growth opportunities in Canada. Smart & Biggar's leadership team has an outstanding international reputation and they are well known to us. We have appointed their Managing Director, Matthew Zischka to the IPH Group leadership team, recognizing the scale of their business. One of the benefits of being a publicly listed group is how we can reward staff with equity ownership opportunities to align performance with shareholders. As part of that, Smart & Biggar's eligible principals and professional staff will join the IPH Group incentive plan, providing opportunities for IPH equity ownership and alignment of all Smart & Biggar's professional and senior eligible principals on an ongoing basis. We believe the addition of Smart & Biggar to the IPH Group will be very positive outcome with the share held for all stakeholders, including clients, people and of course, our shareholders. The transaction is expected to be underlying EPS accretive of approximately 10% in the first full year of ownership. Peter mentioned other areas of our digital and technology strategy to drive further efficiencies and improve client service across the group. I'd like to add some context to a recent initiative, the IPH Way. As you can expect from a group that has acquired a number of different IP companies over time. We have a range of systems operating across the group which are unique to each member firm. We see a significant opportunity to standardize these processes. We call this the IPH Way. The IPH Way brings a focus on increasing case management efficiency and increasing productivity of administrative teams whilst also enhancing our clients' experience from a consistent and simplified approach. We expect annual ongoing net benefits between $5 million and $6 million from FY '25 as a result of this program. There will be one-off costs of approximately $3 million in both FY '23 and FY '24, and these costs will be treated as a nonunderlying expense. This is the next step in our ongoing margin improvement strategy and once again demonstrates the significant opportunity we have across the group. In terms of our people, we continue to focus on attracting, motivating, developing and retaining our people across the group. FY '22 was another record year for promotions for IPH with 31 promotions across all our member firms, including 14 principal appointments, pleasingly also including a 50% increase in female principal appointments from FY '21. We continue to invest in the future of the IP profession and have supported more than 40 trainees to complete the mastery of IP and become registered attorneys. I'll now provide an update on trading for the financial year-to-date. In terms of underlying performance, for the first 4 months of FY '23, IPH's group underlying revenue and EBITDA were ahead of the prior corresponding period. This includes the benefit of the higher U.S. dollar in this period compared to last year, partially offset by the negative impact of share-based payments being included in underlying results in FY '23, but not included in FY '22. While the acquisition of Smart & Biggar was completed on 6th October 2022, for comparison purposes, we have not included any contribution from Smart & Biggar in underlying results for FY '23. In terms of like-for-like performance, performance on a like-for-like basis excludes the impact of foreign exchange movements and acquisitions. The average AU U.S. exchange rate for the first 4 months of FY '23 was $0.672 compared to $0.736 for the prior corresponding period. Based upon the prior year currency profile and the year-to-date average exchange rate, a $0.01 strengthening of the U.S. dollar equals an increase of AUD 1.9 million in annual service charges, the majority of which falls to the EBITDA line. In the first 4 months of FY '23, we have seen a continued strong increase in the Asian business like-for-like earnings, which is offset by lower earnings in the Australia and New Zealand business, primarily due to lower patent filings in this period, cycling strong growth in filings in the prior corresponding period. As a result, overall group underlying like-for-like EBITDA for this period has moderated compared to the prior corresponding period. In terms of Asia, our Asian business continues to perform well and delivered like-for-like revenue and underlying EBITDA growth against the prior corresponding period. We continue to harness our network across the region to deliver organic growth in our key jurisdictions. For Australia and New Zealand, the Australian patent filing market, excluding innovation patents, declined by 6% first quarter FY '23. This decline compares to a strong prior corresponding period with total patent filing growth of 12.3%, the first quarter FY '22 compared to first quarter FY '21. IPH Group Australian filings, again, excluding innovation patents, decreased by 7.2% for first quarter FY '23. This also compares to a strong prior corresponding period where IPH Group filings increased by 8.7% for to first quarter FY '22 and compared to first quarter FY '21. In addition to the overall market decline, there were 2 main factors contributing to lower IPH Group filings for first quarter FY '23. As we have indicated previously, the integration of Spruson & Ferguson Australia and Shelston IP, which is implemented on November 1, 2021, has resulted in a minor impact on filings. The first 4 months of FY '23 represents a full period of this integration, which had not yet commenced in the prior corresponding period. Secondly, some shareholders might recall at last year's AGM, we referenced Griffith Hack's very strong patent filing growth for the first 4 months of FY '22, which was more than double the market growth. For first quarter FY '23, Griffith Hack's are down on the prior corresponding period, which is indicative of the overall market decline and also the fluctuating nature of individual client filing patents. In conclusion, IPH has made substantial progress on its growth strategy in FY '22. As a critical provider of IP services, it is well-placed to continue its solid performance despite ongoing uncertainty and deteriorating economic conditions across international markets. We are now uniquely positioned as one of the largest IP services groups in secondary markets to consolidate and further grow our business. In closing, I want to acknowledge and thank the IPH Board including past Chairman, Richard Grellman, the IPH executive team and all our people across IPH with the hard work and dedication in the delivery of this strong platform for growth. I'd also, like, to thank our shareholders for your ongoing support and assure you of the company's continued focus on generating further shareholder value. Peter?
Peter Warne
executiveThank you, Andrew. Before I move to the business of today's meeting, I would like to point out that the minutes of last year's Annual General Meeting are available for inspection by shareholders at the end of this meeting. The resolutions for consideration today may only be voted on by shareholders, proxy holders and shareholder company representatives. The resolutions set out in the Notice of Meeting are to be considered as ordinary resolutions. Ordinary resolutions must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Turning to today's business. If you wish to speak to a motion or ask a question, please raise your yellow card, your voting shareholder card or blue card, which is a nonvoting shareholder, i.e. a proxy holder or a joint holder. When you have been acknowledged, please identify yourself before speaking and I would ask you to -- that you only raise 1 topic at a time. If you could hold your questions until we get a microphone to you, so the people on the webcast will also be able to hear your question. Item 2 allows shareholders the opportunity to discuss the company's financial report, directors' report and auditor's report for the financial year ending 30 June 2022. A resolution isn't required, but I would welcome questions from shareholders regarding the accounts and performance of the company in general. The Corporations Act specifically provides that reasonable opportunity must be given at an AGM for shareholders to ask the auditor questions relevant to the conduct of the audit and the preparation and content of the auditor's report and the accounting policies adopted in the financial statements and the auditor's independence. As I mentioned, Ms. Fortescue, the engagement partner with our auditors, Deloitte, is unable to be present at today's meeting. However, Mr. Leotta is present, representing the auditor and is available to answer any such questions. Questions should be initially addressed to me. Any questions to be answered by the auditor should be restricted to matters I have just outlined. If you wish to address the meeting, please use the microphone provided and speak clearly. Also before asking a question, please state your name and any affiliation that you may have. Are there any questions relating to the financial statements or the audit? Before I call on -- if there are no -- as there are no questions, we can move on to the resolutions. The first resolution is item 3A, which is the reelection of Mr. John Atkin. The next item on the agenda is, as I said, the election or reelection of directors. We have 3 items, A, B and C as part of the resolution, which will each be considered as separate ordinary resolutions. Mr. Atkin, who was initially appointed as an Independent Nonexecutive Director in September 2014, retires by rotation and offers himself for reelection as a Director of the company. Details of Mr. Atkin's skills and experience are set out in the Notice of Meeting. I now move that Mr. Atkin, being eligible, be reelected as a Director of the company. The motion is open for discussion, and I'd also, like, to invite Mr. Atkin to introduce himself to the meeting and provide a brief statement outlining his skills and experience. John?
John Atkin
executiveThanks very much, Peter. And thank you, members of Board…
Peter Warne
executiveJohn, you need to -- on your microphone, please.
John Atkin
executiveThanks very much, Peter. And thank you, members, for considering my reelection. I'm an Independent Nonexecutive Director. And as Peter commented, I was appointed to the board just prior to our listing in 2014. I chair the Nominations and Remuneration Committee, and I'm a member of both the Audit Committee and the Risk Committee. In my general career, I'm, these day, a professional company director. I sit on the board of another listed company, Integral Diagnostics Limited and I chair the trustee for the Qantas Superannuation fund. I also have the privilege of chairing the Australian Institute of Company Directors. I have experience in the management of professional service firms. In the earlier part of my career, I was a commercial lawyer. And if I go back far enough, I can find some patent dispute work in my early days. Personally, I'm committed to working with my fellow directors to ensure the highest standards of governance at IPH and to supporting Andrew and the management team and our staff to deliver great results for you, our shareholders, and look forward to continue to do so. Thank you.
Peter Warne
executiveThank you, John. Are there any questions relating to this resolution? No? Thank you very much. I put the motion to a vote. Please now mark the for, against or abstain next to the resolution 3A on your yellow voting card. I advise that the proxy votes, as shown on the screen, have been received. I propose to vote all undirected proxies in favor of the Chairman in favor of this resolution. [Voting]
Peter Warne
executiveThank you. The results of the poll will be advised to the ASX as soon as possible after the conclusion of this meeting. The next item on the agenda is the reelection of Ms. Jingmin Qian as a Director. Ms. Jingmin Qian, who was initially appointed as an Independent Nonexecutive Director in April 2019, retires by rotation and offers herself for reelection as a Director of the company. I now move that Ms. Qian being eligible, be elected as a Director of the company. The motion is open for discussion, and I'd also like to invite Ms. Qian to introduce herself at the meeting and provide a brief statement outlining her skills and experience. Jingmin?
Jingmin Qian
executiveThank you, Peter. Shareholders, thank you for considering my reelection on IPH board for the second term. And I'm very honored to serve on IPH board. Our businesses have long and broad history in communities. I myself, as a lifelong student, particularly appreciate IPH's role as a guardian of innovation to support the sustained growth and prosperity economically and socially. Over the last 3 years, our people at IPH worked through challenges over COVID environment and continued to expand into new region and we are a truly global business. Should I be reelected, I will continue to work with my fellow directors in a very strong team, management team and to contribute my experience and skills in strategy, acquisition, risk, culture and international management to IPH's continued growth and success. And thank you very much for your support.
Peter Warne
executiveThank you, Jingmin. Are there any questions relating to this resolution? I now put the motion to a vote. Please now mark for, against or abstain next to the resolution 3B on your yellow card. I advise that the proxy votes, as shown on the screen, have been received. I propose to vote all undirected proxies for the Chairman in favor of the resolution. [Voting]
Peter Warne
executiveThank you. The results of the poll will be advised to the ASX as soon as possible after the conclusion of this meeting. The next item on the agenda, item 3C is the election of Ms. Vicki Carter as a Director. Ms. Carter was appointed as an independent Non-Executive Director on the 5th of October 2022 by the Board and in accordance with rule 6.2b of the constitution and offers herself for election as a director of the company at this meeting. Ms. Carter is currently a Director of Bendigo and Adelaide Bank Limited and a Director and Chair of Sandhurst Trustees Limited. Ms. Carter has over 30 years' experience in the financial and telecommunication sectors with executive roles in distribution strategy and operations, human resources and transformation. I now move that Ms. Carter, being eligible, be elected as a Director of the company. The motion is open for discussion. And I would also, like, to invite Ms. Carter to introduce herself to the meeting and provide a brief statement outlining her skills and experience. Vicki?
Vicki Carter
executiveThank you, Peter, and good morning to our shareholders. I'm delighted to stand for election today to the IPH Board. IPH has a deep and successful history in a very important sector, along with a demonstrable track record in expanding its network through acquisition and integration. The IPH vision and growth mindset resonates with me, and I believe my skills position me well to make a value contribution as the organization embarks on the next phase of its strategy. For the past 4 years, I've been a Nonexecutive Director of Bendigo and Adelaide Bank, where I chair the People, Culture and Transformation Committee and I'm a member of the Risk Committee. I'm also a Nonexecutive Director and Chair of Sandhurst Trustees. From an executive perspective, as Peter said, I have more than 30 years' experience in financial services and also in telecommunications, where I've worked across a range of areas such as distribution, strategy and operations, human resources and also transformation. With shareholder support, I look forward very much to working with the Board and the management team to make a positive and valuable contribution to the future of IPH. Thank you.
Peter Warne
executiveThank you, Vicki. Are there any questions regarding the resolution? I put the motion to a vote. Please now mark for, against or abstain next to the resolution 3C on your yellow voting card. I advise that the proxy votes, as shown on the screen, have been received and I propose to vote all undirected proxies in favor of the Chairman in favor of this resolution. [Voting]
Peter Warne
executiveThe results of the poll will be advised to the ASX as soon as possible after the conclusion of this meeting. The next item, item 4 on the agenda is the ratification of the previous share issue. The resolution is as outlined in the notice of meeting is that the issue of ordinary shares to the Smart & Biggar vendors on completion of the Smart & Biggar acquisition on 6th October 2022 and otherwise, as described in the explanatory memorandum be ratified and approved for the purposes of ASX Listing Rule 7.4 for all and for all other purposes. I now move that the issue of shares to the Smart & Biggar vendors be ratified and approved. Are there any questions relating to the resolution? Since there are no questions, I'll put the motion to a vote. Please now mark for, against or abstain next to the resolution 4 on your yellow voting card. I advise that the proxy votes, as shown on the screen, have been received, and I propose to vote all undirected proxies for the Chairman in favor of this resolution. [Voting]
Peter Warne
executiveThe results of the poll will be advised to the ASX as soon as possible after the conclusion of the meeting. Next item on the agenda is -- which is Item 5 is the renewed approval of security issues under the incentive plan. The incentive plan was first approved by shareholders at the Annual General Meeting on the 16th of November 2016 and subsequently approved by shareholders at the Annual General Meeting on the 21st of November 2019. The resolution, as outlined in the Notice of Meeting, is that the renewal of the incentive plan as described in the explanatory memorandum be approved for the issue of securities under the IPH Limited Employee Incentive Plan for the purposes of ASX Listing Rule 7.2, Exception 13B. I now move that the renewal of the incentive plan be approved. Are there any questions in relation to this item? I'll now put the motion to a vote. Please now mark for, against or abstain next to the resolution 5 on your yellow voting card. I advise that the proxy votes as shown on the screen have been received, and I propose to vote all undirected proxies for the Chairman in favor of this resolution. [Voting]
Peter Warne
executiveThe results of the poll will be advised to the ASX as soon as possible after the conclusion of the meeting. Next item, item 6 on the agenda is the approval of the grant of performance rights to Dr. Andrew Blattman. The resolution, as outlined in the notice of meeting is that the award of 234,340 performance rights to Dr. Andrew Blattman, in accordance with the terms of the incentive plan and otherwise, on terms and conditions as set out in the explanatory memorandum, be approved for all purposes. ASX Listing Rule 10.14 provides that the company may only permit a director or associate of a director to acquire securities under an employee incentive plan if the acquisition of those securities is approved by an ordinary resolution of shareholders. As a Director of the company, ASX Listing Rule 10.4 will therefore apply to the issue of any performance rights to Dr. Blattman. Before moving this resolution, I want to make some brief remarks. As has been mentioned at previous AGMs, the directors carefully consider the amount and composition of remuneration for Dr. Blattman, including against available remuneration benchmarks for like businesses and roles and the company's strategic short- and medium-term objectives. Following such consideration and having determined a significant proportion of the total potential remuneration of Dr. Blattman should be in the form of long-term incentive opportunity. The focus on long-term incentive opportunity is intended to ensure that Dr. Blattman's performance and interest are clearly in line with the company's focus on improving earnings per share for shareholders in the medium to longer term. I now move that 234,340 performance rights be granted to Dr. Andrew Blattman. Are there any questions in relation to this resolution? I put the motion to a vote. Please now mark for, against or abstain next to resolution 5 on your yellow voting card. I advise that the proxy votes, as shown on the screen, have been received. I propose to vote all undirected proxies for the Chairman in favor of this resolution. [Voting]
Peter Warne
executiveThe results of the poll will be advised to the ASX as soon as possible after the conclusion of this meeting. The next item on the agenda, item 7 is the adoption of the company's remuneration report. The remuneration report forms part of the director's report and start at Page 79 on the -- of the annual report. The report contains considerable detail about the company's remuneration strategy, policy, and emoluments for directors and executives so I do not propose to go over all those at the meeting. I note that shareholder vote on this resolution is advisory only and does not bind the directors of the company. I now move that the remuneration report, which forms part of the director's report in respect to the financial year ended 30 June 2022, be adopted. Are there any questions relating to this resolution? I now put the motion to a vote. Please now mark for against abstain next to resolution 5 on your yellow voting card. I advise that the proxy votes, as shown on the screen, have been received. I propose to vote all undirected proxies for the Chairman in favor of the resolution. [Voting]
Peter Warne
executiveThe results of the poll will be advised to the ASX as soon as possible after the conclusion of the meeting. Now that concludes the formal business of the meeting. If you can all now please complete your yellow voting cards if you have not done so already. Please hand your yellow voting cards to the Link registry representatives to enable them to calculate the results of the polls. And I now declare the poll closed. And as we have already said, the results of the poll will be disclosed as soon as possible to the ASX, which will be hopefully early this afternoon. Now we have a short opportune to ask some general questions. If you wish to ask a question, please raise your hand and I'll do my best to recognize you on a timely manner. Please use the microphone to speak clearly so that all can hear. Also before asking a question, please state your name and any affiliation you may have. Are there any questions? So no questions. And there being no further business, that concludes this year's Annual General Meeting. On behalf of the Board, I would like to thank you for your support and the results of the poll, as we've already said, will be announced to the ASX later today. And the directors will be pleased if you could join us for a cup of tea and a biscuit. And any questions you have, which you were too frightened to ask in public, you can come and ask us privately. So thank you very much. We much appreciate you coming.
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