Iress Limited (IRE) Earnings Call Transcript & Summary
May 7, 2020
Earnings Call Speaker Segments
Anthony D'Aloisio
executiveGood morning. I'm Tony D'Aloisio, the Chair of IRESS. It's 11:30, and I declare this Annual General Meeting open. I'd like to first begin with acknowledging the traditional custodians of the land on which we work and live and recognize their continuing connection to land, water and community. We pay our respects to elders past, present and emerging. As you know, today's meeting is virtual in the sense that shareholders can only participate using the Link online platform. This form of meeting has been approved by ASIC. We sent a guide to you, and that guide has enabled you to log in and are now participating. Thank you for your understanding as we all are well aware of the reasons why it's been necessary for health and safety to conduct the AGM in this way. On behalf of the Board, we apologize that we are not meeting you in person and that we will not have the usual informal get together over refreshments after the AGM. I will say a few words shortly concerning how I propose to run the meeting and the procedure for voting and questions. But first, I'd like to introduce the Board. The Board members are all participating and present online, of course, not here. Niki Beattie our U.K. Resident Director; John Cameron; Michael Dwyer; Julie Fahey; John Hayes; Jenny Seabrook; Geoff Tomlinson; Trudy Vonhoff; and of course, our Managing Director and CEO, Andrew Walsh. I should say at the start that this is Jenny Seabrook's last AGM, and she finishes her term as a director at the conclusion of this AGM. Jenny has been with IRESS for nearly 12 years. And under our rotation policy, she will rotate off the Board. The Board has had the opportunity yesterday to thank Jenny at her last Board meeting for her exemplary contribution to IRESS. On your behalf as shareholders today, I would like to similarly thank and congratulate Jenny on her service to IRESS. We give her a virtual acclamation. And I think it's been good that we've received from the ASA a note congratulating Jenny on her term and how very pleased they've been, and I'm sure that reflects the view of many of our shareholders. Also joining the meeting are Peter Ferguson, Group General Counsel and Company Secretary; John Harris, our Chief Financial Officer; and representatives from our legal and accounting advisers, Joe Muraca, King & Wood Mallesons; and Tom Imbesi from Deloitte, our audit partner. All are online and participating. Our auditor, of course, in the usual manner, will be available for questions when we consider the financials shortly. As your Chairman, I'm both proud and privileged to be working with such an outstanding Board, an outstanding management team led by Andrew Walsh and our professional advisers. It's important, I think, just to acknowledge that because it is an excellent team. Now I'd like to move to the agenda for today. You'll see the 4 items, the presentation of the 2019 financial statements and report. Then we've got the election of Michael Dwyer and Trudy Vonhoff as directors, the advisory resolution to adopt the Rem Report and the granting of equity to the CEO, Managing Director. The first of these is a voting -- is not a voting meeting, but it's for tabling and discussions and question. The election of directors and the resolutions on the Rem Report and the granting of CEO equity are all voting resolutions and they are ordinary resolutions. I'm advised that the due notice of the meeting has been given in accordance with the requirements of the Corporations Act and the ASX Listing Rules and that a quorum is present. And I'll take the notice of meeting as read. Just a couple more formalities. Proxies as provided in the notice of meeting were to be lodged 48 hours before the meeting in relation to those proxies received. First, in relation to directed proxies for, against or abstain, I'm required to vote in accordance with those directions. Secondly, any undirected proxy, which I may have received, will be voted by me in favor of each resolution, subject of course to any voting restrictions. If you are participating as a shareholder and you hold proxies, then you would have received an e-mail, setting out instructions for you on how to vote those proxies, using the voting mechanism on the platform. And I'll talk further about that mechanism shortly. On formalities for questions and voting, a few words on that. Voting on each resolution will be conducted by way of a poll, as we normally do in physical meetings. Deloitte will act as scrutineer and Aaron Calder of Link Market Services as the Returning Officer for the purpose of the polls. In terms of process, I will introduce each resolution and there will be an opportunity to post written comments or questions before a vote is taken. The question and comment function is shown on this slide, and you follow those directions. Where there are written comments or questions, I will read them to the meeting. It's -- I think just to be clear that it is only written questions and written comments that we can provide and we are providing -- I can't provide through this platform, and we're not able to take audio questions. Now I will respond to that question or comment, and we are grateful to you for providing them. Following the comments and answers to the questions, but before the vote is taken on a resolution, I will confirm how proxy votes received are to be cast. That will appear on the screen so that you can see how the proxies have been cast to that point. Now importantly, shareholders will be able to cast their vote using the electronic voting card received following validation on your online registration. So please refer to the Virtual Annual General Meeting online portal or use the help line as specified in the guide. The slides here shows the button you need to access on the platform to exercise your vote. As I said earlier, each resolution at the meeting would be an ordinary resolution passed by a simple majority. The voting restrictions for all resolutions are included in the voting restrictions section in the explanatory notes in the notice of meeting. Now -- so I appreciate that some shareholders may have to leave before the end of the meeting. I will therefore formally open the poll on all resolutions now. Those polls will remain open until 5 minutes after the end of the meeting, a time that will be displayed on your portal so you can vote at any time. The results of the voting will be known shortly after the AGM in the usual way posted on our website and advice to ASX. And of course, subject to any voting restrictions, the Board enthusiastically recommends a vote in favor of all resolutions -- of each resolution. So this completes the formalities in opening this Annual General Meeting. I think on behalf of the Board before I ask our CEO to present his report to shareholders, on behalf of the Board, I really would like to say just a couple of things. First, while these are challenging times, the Board is pleased that the resilience and strength of the IRESS business should give shareholders the confidence that we will meet and continue to meet the challenges thrown at us. Second, we've placed health and safety at the very top of our priorities, and we have provided the CEO with the necessary authority and resources to protect our people and those that we deal with. I'm now going to hand over to Andrew Walsh, our CEO and Managing Director, to present his report. Thanks, Andrew.
Andrew Walsh
executiveThanks, Tony, and good morning to everyone. Today, I'd like to cover performance against our strategy, a review of our financial performance in 2019 and a few comments about the environment that we all find ourselves in today. Firstly, on strategic focus. Our goal at IRESS is to be essential and desirable to our clients and users. And to achieve this, we have a commitment to exceptional service, investment in product and technology, the goal of efficiency and scale and to continue to attract and retain the best people. We've achieved important milestones in all of these areas in the past year, and I encourage you to look at both our annual report and our ESG report, which cover these topics in more detail. One of the strengths is our ability to anticipate the needs of clients and users and to build the necessary software and services that meet those goals today and anticipating those tomorrow. Growing areas of demand are in automation, data and online tooling. We've made significant progress with our automated superannuation offering for the Australian superannuation industry, signing 2 clients in the past 6 months. Our RegTech software Lumen has seen increased demand. And as advisers in the U.K. seek ways to deliver advice at scale, our Xplan Prime software is meeting this demand. In 2019, we also acquired market data provider, QuantHouse, and this acquisition further expands what we offer to clients globally. Over 2 years ago, we saw an opportunity to provide our MSO software in Australia to capitalize on a new wave of entrants to Australian banking. We have one neobank business, and we've made good progress. However, we have assessed this against other priorities and the cost and benefit of this opportunity and have decided not to continue with this business in Australia. There are no material financial impacts as a result of this decision. This decision does not impact our U.K. mortgage software business, where we continue to see strong opportunity. A brief comment also on inorganic growth that in a changing environment, we continue to explore potential opportunities. These are opportunities for inorganic growth that align to our strategy. These opportunities remain an important part of our current and future growth plans, and we're well positioned for those in the current environment. Financially, our performance for the year till December 31, 2019, reflects the continuing demand for our software and services. We find financial services business globally continue to see expertise in transitioning to more efficient data-driven ways of working. Our group operating revenue was $508.9 million, up 8% on 2018 on a constant currency basis. Segment profit was $152.1 million, up 10% on a constant currency basis. IRESS' reported NPAT was $65.1 million, up 2% on 2018. Excluding the impact of changes in accounting standards, the acquisition and the acquisition of QuantHouse, NPAT was up 11% in 2019 when compared to 2018. IRESS' balance sheet is conservatively positioned. At the end of 2019, IRESS' net debt was $195 million, representing a leverage ratio of 1.3x our segment profit. Since this date, IRESS' debt facilities have been refinanced for a further 4 years and increased by $105 million, bringing the total facility to $405 million. The size of the facility had not changed since 2015, and the increase reflects both the growth in our business over the last 5 years and expected opportunities in the current environment. I'd like to also make a few comments about coronavirus and our response to it. We continue to operate and support all our services. Our teams, including business-critical teams, are working well remotely and continue to do that. Our clients are pleased with the strength and stability IRESS provides, while being able to remain agile in response to the changing events around us. On the 7th of April, we provided an update to the market, which included the decision to withdraw 2020 guidance on the basis of this being the prudent step for IRESS to take in the current circumstances. This was because of the broader uncertainty surrounding COVID-19 and the economy and the difficulty in predicting what lies ahead. IRESS has strong underlying fundamentals with high levels of recurring revenue and cash conversion and maintains a conservative balance sheet. Further, our client base is diversified by size, by segment and by geography and the underlying demand by financial services firms for automation and technology remains strong. At this time, I want to give particular thanks to our team of 2,000 people who have transitioned seamlessly to a new way of working, while at the same time continuing to remain totally focused on the needs of our clients and users and each other. At the same time, as we continue to work effectively from home, we are turning our attention to preparations for an eventual return to the office. I also want to thank our Board for their ongoing guidance during unprecedented times. Thank you also to our shareholders and our clients and our users. Thanks, Tony.
Anthony D'Aloisio
executiveThank you, Andrew, and we'll now move to formal business. The first item is the presentation of the 2019 financial statements and reports for the year ended December 31, '19, of course, together with the consolidated accounts of the company and its controlled entities and the associated directors and auditors report. These results have been tabled and made available to all shareholders. As I said earlier, this is not a voting item, but we would be pleased to receive your written questions and comments. The written question and comment function is open. So please raise matters you would like us to address. Thank you.
Anthony D'Aloisio
executiveOkay. The first question, comment is from the ASA. And it reads as follows. The ASA would like to ask Board members do they personally recognize the urgent need for greater financial discipline at IRESS? Are they prepared to influence IRESS' culture towards a far more disciplined financial outcomes on behalf of shareholders, including driving costs down and achieving meaningful improvements in ROE, ROI and EPS? On behalf of the Board, I can assure the ASA that the answer to both questions is yes. Our DNA and the way we approach things as a Board is clearly focused on results. That is not just in the way we conduct meetings but in the way that we drive performance and management. I think the credentials for that are the results that IRESS achieves. And while we would all like results to be better, as Andrew has said, we have a business that's got tremendous underlying strength, and we're very much focused on the medium- and long-term performance of that for our shareholders. Thank you for the comment and question. If there are other questions and comments? No.
Anthony D'Aloisio
executiveOkay. Thank you. We'll now move to the second part of this first item of business, which is, of course, any questions or comments you may have for our auditor, Tom Imbesi, or for our Head of the Audit and Review Committee, John Hayes. Tom and John are available to answer questions. Tom, in relation to the conduct of the auditors, the auditor’s report, the company's accounting policy, the independence of the auditor. Again, please use the ask-a-question link on your screen. And I'll check if there are any questions. Okay. I'm advised that there are no questions. Thank you. We'll now move to the election of directors. The first resolution would be to elect Michael Dwyer as shown on your screen as a director of the company. At last year's AGM, I outlined the Board's process for Board renewal. I indicated that after -- over the next 2 to 3 -- or 2 years, there would be a renewal of 3 to 4, probably 4 Board members of the Board. As I indicated earlier, Jenny's term is ending. And at this meeting, we're adding 2 new directors, and that will give us flexibility in the way we rotate retirements. In making these appointments, the Board has regard to the skills metrics, which is contained in 9.1 of our corporate governance statement. And it goes through a process of appointment and interview on merit, using an external search firm. The Board interviews shortlisted candidates before the Board makes a final decision to make an offer. It's a rigorous process, and we have 2 outstanding Board members for reelection today. The first, as I said, is Michael Dwyer. Michael brings over 35 years experience in superannuation and investment, including 14 years as CEO of First State Super. He is currently a Director of TCorp New South Wales, the Global Advisory Council of Tobacco-Free Portfolios and Sydney Financial Forum. Since 1998, he has also been a director and subsequently Chair of Australia for UNHCR, the private sector partner of the UN Refugee Agency. He is a life member of the ASFA and the Fund Executives Association. Michael was appointed as a director on the 1st of February 2020, pursuant to Rule 10.7 in our constitution to fill a casual vacancy. A director appointed under that rule holds office until the conclusion of the next Annual General Meeting, which is, of course, today, and he is eligible for election at this meeting. And Michael, of course, being eligible for election, offers himself for election. Now I'd like to ask Michael to provide the meeting with a few comments with respect to his background and his current commitments in joining IRESS. I'll now pass over to Michael.
Michael Dwyer
executiveThank you, Tony, and good morning. Well, I'm Michael Dwyer, and thank you for the opportunity to say a few words about my own background. As Tony said, I have 35 years experience in the financial services industry. During my career, I've served both as a senior executive and also as a director of a number of key industry organizations. In late 2018, I retired from First State Super, one of the largest superannuation funds in Australia, where I was the CEO for the last 14 years. First State Super has recently passed $100 billion mark in funds under management, and it has over 1 million members. The fund also operates one of the larger financial planning businesses, StatePlus, with offices right across Australia. I'm currently a director of New South Wales Treasury Corporation, which has over $100 billion in funds under management and is responsible for a balance sheet of $70 billion. I'm a member of the Investment Committee and also the Audit and the Risk Committee. So why IRESS? Well, the key things that attract me about IRESS are I have experienced the IRESS technology firsthand that I regarded as market leading. IRESS is a client-driven organization with a focus on achieving results. But also, IRESS has a strong and experienced Board and a talented senior management team, led by a highly regarded CEO, all of which contribute to an enviable culture. It's also a values-driven organization with clear evidence of integrity, honesty and fairness. And importantly, IRESS is intensely aware of its responsibilities to its clients, its shareholders and the community in which it operates. Now while the challenges are many, COVID-19, in particular, I have every confidence that the current strategy of well-managed acquisitions, product innovation and diversification and control cost management will serve clients and shareholders alike as the company pursues its often quoted aim of finding a better way. And as IRESS continues to support the biggest and brightest names in the financial services industry, as a director, I look forward to making my contribution through sound strategy, strong governance, and appropriate risk management to ensure the continued success of IRESS as the market-leading provider of financial software. Thank you.
Anthony D'Aloisio
executiveThank you, Michael. We're onto questions and comments. Both Michael and I are available to address your written comments or questions on this resolution. Again, please access the question function on the platform and please raise any matters you believe require attention. And I'll just check if there are matters to address.
Anthony D'Aloisio
executiveThe first one is from the ASA, and it reads. Mr. Chairman, firstly, the ASA would like to recognize and thank Jenny Seabrook for her outstanding contribution as a director. She has won the respect and admiration of us all and especially Eric and Norm. Could both Mr. Dwyer and Ms. Vonhoff specifically comment on their credentials with regard to the application of financial discipline in a corporation and what they will do at IRESS in this regard on behalf of shareholders. I'll ask Michael to comment. And then when Trudy's resolution is up, I'll ask Trudy to comment. And really, for Michael, if you'd want to amplify what you've already said on that subject.
Michael Dwyer
executiveYes. Thank you, Tony, and thank you to the ASA for the question. In the time since I've been a Board member, all be in a brief time, I must say how impressed I'd been as to the rigor and the discipline that takes place, not only with the senior management team, but in terms of the scrutiny that the Board applies, led by the Chairman in relation to cost management, in relation to a very strong focus on financial discipline. So I must say after many, many years of sitting on Audit Committees and Finance Committees through various organizations, I really regard what I've seen so far as extremely impressive. And I'm very pleased to be a part of both the Audit and Risk Committee as well as being in the People and Culture Committee. So as I said, after a period of time, I'm very impressed.
Anthony D'Aloisio
executiveAny other questions and comments? Okay. We've not received other questions and comments. So I'll move to the resolution and ask you to vote. The proxies received for this resolution are on the screen in front of you: the for, the against and the abstain. Please now vote on the resolution if you have not already done so by selecting for, against or abstain on your voting platform. And I'll just wait a couple of moments while you do that. [Voting]
Anthony D'Aloisio
executiveThank you. I'd now like to move to Resolution 2 that Trudy Vonhoff be elected as a director of the company. Trudy has over 20 years experience in retail banking, financial markets and investment. She's currently a director of Credit Corp Group and Cuscal Limited. Past directorships include AMP Bank, A2B, Cabcharge, Ruralco Holdings, Tennis New South Wales and the Westpac Staff Superannuation Fund. For 13 years, Ms. Vonhoff held senior executive roles at Westpac and AMP across retail banking, finance, risk, technology and operations and agribusiness. Trudy as with Michael was appointed a director on the 1st of February 2020, pursuant to Rule 10.7 of the constitution. A director appointed under that rule holds office until the next Annual General Meeting, which, of course, is today and is eligible for reelection today. And Trudy offers herself for election. I'd like to ask Trudy, as I did with Michael, to provide the meeting with a few comments with respect to her background and current commitments outside IRESS. Thank you, Trudy.
Trudy Vonhoff
executiveThank you, Tony, and good morning to you all. Along similar lines to what Michael has spoken about, I thought it might be useful to also talk about what attracted me to IRESS and to share with you a few things about myself. So what attracted me to IRESS? There were, of course, the things that you might expect an experienced, well-respected Board and CEO, and a compelling and well-defined business strategy with the drivers of growth and the strategic priorities clear. I particularly like the simplicity of purpose, a technology company providing software to the financial services industry. However, in my short time on the Board during this extraordinary COVID-19 era, I've had the unique opportunity to observe a Board, a CEO and leadership teams across the world demonstrating teamwork and adaptability, coupled with a caring and authentic approach to keeping our people safe and an unrelenting focus on servicing our clients, which includes helping them more than ever to align their businesses to new ways of working in these challenging times. I see that this is the essence of IRESS. It's at the heart of what we do and what underpins my view of IRESS. And notwithstanding the challenges of the COVID-19 era and its impact on business, now is an exciting time for IRESS with the company progressing with what it does best, pursuing sustainable growth in a disciplined way, utilizing superior data analytics and making an impact for its clients. And in closing, a little about me. My executive background is in leading financial services businesses, thus providing experience in retail banking, risk management, technology, operations and investments. Over the past 10 years, I've had the privilege of serving as a non-executive director on a number of Boards. I've chaired board committees, including risk, audit, remuneration, nominations and investments across a diverse range of industries. And personally, I'm committed to the strong alignment of the expectations of the community, management and Board and shareholders. Accordingly, I'm pleased to have joined the ranks of IRESS shareholders. And with your support, I'm looking forward to working with my IRESS Board colleagues to create genuine shared value for our clients, our employees, our partners and you, our shareholders. Thank you, Tony.
Anthony D'Aloisio
executiveThank you, Trudy. Both Trudy and I are available to address written comments and questions. The ASA one, Trudy, which Michael spoke about earlier, which is, the ASA would like to you specifically to comment on your credentials with regard to the application of financial discipline in a corporation and what you will do at IRESS in that regard on behalf of shareholders.
Trudy Vonhoff
executiveThank you, Tony, and thank you to the ASA for the question. I think the core of your question is around governance and the principles with respect to financial discipline. And I think as a director, our key role is to monitor and look after today's performance and also to plan and improve tomorrow's performance. And then, of course, make sure that we've got the capabilities, particularly with our people, to deliver on those. And in terms of my role as a director, a key part of that role is monitoring the performance of management. And likewise, together with the rest of the committee, particularly the Audit and Risk Committee, I will be performing my role in that space. With respect to my experience, I have been a CFO in terms of my time with Westpac and likewise have exercised best judgment in leading businesses in the financial services sector. Thank you.
Anthony D'Aloisio
executiveThank you, Trudy. Are there other written comments or questions? There being no other written comments or questions, these are the proxies. And I'll now ask you to vote using the voting functions to vote: for, against or abstain for Resolution 2. [Voting]
Anthony D'Aloisio
executiveThank you. I now move to Resolution #3, that is that the Remuneration Report, which is contained in the director's report for the year ended 31 June -- 31st December, 2019, be adopted, the Rem Report for fiscal 2019. This is an advisory resolution. The Remuneration Report forms part of the director's report and is included in the company's annual report for the year ended December 31, 2019. It, of course, explains the company's remuneration policy and its relationship with and link to the company's performance. It contains a remuneration detail of the directors and other key management personnel of the company and explains the incentive arrangements in place for the company's employees. As I said, the shareholder vote on this resolution is advisory only and the outcome of the vote not binding on the Board. However, if the company receives votes of 25% or more against the Remuneration Report at 2 successive AGMs, a resolution to call a spill of the Board must be put to shareholders at that second AGM. The report I should say that Jenny Seabrook and then from 1 January 2020, Julie Fahey as Chairs of the Board's People and Performance Committee, have led the year-on-year improvements in our Remuneration Report for our shareholders, and we thank them both and the committee. The report relates primarily to the 2019 year, which is prior to COVID-19 and the challenges, which we covered or Andrew covered earlier in the meeting. A feature of our remuneration arrangement, however, is that the grant of equity to the CEO and the executives were made for the 2020 calendar year. Those equity arrangements are linked to share price performance. The equity rights they are awarded move with the share price and the performance rights depend on achieving absolute TSR hurdles. The Board will monitor performance against the executive remuneration structure it has in place, and it has a discretion for all executives, including the CEO, should it require to make any adjustment during 2020. I and Julie Fahey, the Chair of our People and Performance Committee, are happy to address any written comments or questions that you may have. Please access the relevant ask-a-question button on the platform.
Anthony D'Aloisio
executiveThank you. We have a question -- comment or question from the ASA. Mr. Chairman, just 1 year after the ASA supported IRESS' all new remuneration plan, the Board now proposes to increase the CEO salary by a staggering 11%. Can the Board see that this epitomizes shareholders #1 complaint with IRESS, namely that the company isn't controlling its costs? We believe this proposal is an error of judgment that will seriously undermine the reputation of the Board. I'll address that in 2 ways. The second aspect that the Board is not controlling its cost is just not correct. I understand the comment, but we -- as we've said earlier, we are focused on that. In relation to the increase, which is detailed in the remuneration report and the notice of meeting, this review took place in November, December 2019. It was pre-COVID-19. Our judgment was based on an external peer group review, which we had not done for some 3 years. And our judgment of the CEO's importance to the business and his ability to steer us through both good times and not so good times as have turned out to be in these more challenging times. We do not look at just one metric when we assess executive and CEO remuneration, but a range of metrics for comparison. Importantly, you should note that the increase was awarded in equity rights as to 40% and 60% in performance rights, both, as you know, from our structure, are dependent on share price performance and longer-term shareholder value. The equity -- I think I can understand that with the benefit of hindsight, there may be optics about this, but we've looked at it and we'll continue to look at it. And when we look at the remuneration structure and the Board's discretion and where we are as a company, we are comfortable in continuing with that increase in the resolutions that are before you. So thank you for the comment, but the Board is very clear that it's in the best interest of the shareholders that the remuneration structure we have, including the increase, be recommended and supported by shareholders. Are there any other questions or comments? Thank you. I'll now move to the proxies. And the resolution for voting, please now select: for, against or abstain for Resolution 3 through the online platform. [Voting]
Anthony D'Aloisio
executiveOkay. Thank you. We now move to Resolutions 4A and B, which I'll deal with in turn. Under our framework, Andrew Walsh, the CEO's remuneration, includes 3 components: base salary, equity rights and performance rights. The CEO is also required to accrue and hold IRESS equity equivalent to 400% of his base salary by December 31, 2023. The company has chosen to grant equity rights and performance rights under the Equity Participation Plan to support IRESS' focus on sustainable long-term growth and to better align the interest of the executives with those of the shareholders. The Board is seeking shareholder approval for the grant of the equity rights and the performance rights. Details of these proposed grants and the key terms of each are in the notice of meeting. They are also detailed in the Remuneration Report. These awards include an increase of $300,000 of potential equity, split 40% equity rights and 60% performance rights. And as I said earlier, this forward -- this followed an extensive review in November, December of last year. Turning to each of the resolution. First, I'll take resolution 4A. This is a grant of 76,374 equity rights for Andrew in connection with the short-term incentive arrangements for 2020. The equity rights will constitute 33% of Andrew's total remuneration and will have a 2-year vesting period and then a 2-year holding lock applying to those shares provided on the exercise of equity rights. The Board in proposing and supporting the resolution considers that the incentive arrangements for Andrew, including this proposed grant of equity rights, are appropriate and in the interest of the company. As I said, further details are in the Rem Report and the notice of meeting. I'll now open that resolution for questions and comments, please. Thank you. There appear to be no questions or comments. Thank you. Okay. These are the proxies. Now move to vote on the resolution, please. You can select: for, against or abstain for resolution 4A through the online platform. [Voting]
Anthony D'Aloisio
executiveThank you. We now move to Resolution 4B, which are to do with the performance rights for the award to the CEO. Resolution 4B, as stated, is to approve a grant of 80,916 performance rights in connection with Andrew's long-term incentive arrangements. As flagged before, the performance rights will constitute 35% of Andrew's total remuneration and will have a 3-year performance period. Vesting of those will be based on the company's absolute TSR performance, which is outlined on Andy's compounding and is outlined in the Remuneration Report. The Board is proposing and supporting the resolution, and it considers that the incentive arrangements for Andrew, including this grant of performance rights, are appropriate and in the interest of the company. As with the equity rights, the further information on the performance rights are set out in the expenditure notes of the meeting and, of course, in the Remuneration Report. I'm happy to take questions. If you could use the add a question or comment facility that we have been using successfully so far, which is good. Thank you. There are no questions or comments. I'll now show the proxies. Thank you. Please now select vote either for, against or abstain for Resolution 4B through the online platform. [Voting]
Anthony D'Aloisio
executiveThank you. I will now ask you to ensure that you complete your voting for each resolution. If you are uncertain about any of the voting procedures, please use the support functions. The support function is available through the platform. As I said, voting on all polls, all resolutions will close 5 minutes after I close the meeting. And after the polls have closed, I will ask the returning officer to count the votes. The counting of the votes on a poll will take a little bit of time, and I propose to formally close the meeting now, but the results of the poll will be announced via the ASX platform this afternoon and, of course, will be made available on the Investors section of IRESS' website. There being no further business, I will close the meeting. But can I say in closing, sincerely, thank you for participating online. Please stay healthy and safe. And hopefully, next year, we will see you in person at a physical meeting with you. And thank you for your participation, and I now formally close the meeting.
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