Monash IVF Group Limited (MIS.F) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Monash IVF Group Annual General Meeting. I would now like to hand the conference over to your Chair, Mr. Richard Davis. Thank you, and over to you, sir.

Thank you. Good afternoon, ladies and gentlemen, and welcome to the Eighth Annual General Meeting of Monash IVF Group following the company's listing in June 2014. My name is Richard Davis, and I am the Chairman of the Board of Directors and the Chairman for this meeting. On behalf of the Board of Monash IVF Group, I'm pleased to have you attending and participating in our AGM today. Due to the continuation of the pandemic and the challenging environment in parts of Australia, this AGM is held virtually and online, allowing for shareholders to participate legally and without having to be physically present. While this format may be familiar for some shareholders, I acknowledge that it may be less so for others. In saying this, I assure you that you will have the same opportunity to participate today as you would at a physical meeting. This includes being able to ask questions through the online platform and vote using an electronic voting card. I'll discuss these procedures a little later. I also encourage you to download the virtual online meeting guide from the Monash IVF Group website if you haven't already done so. If we experience technical issues that impact connectivity to the meeting, we will assess the issues and we'll keep you informed. If this isn't possible, you will be e-mailed instructions on how and when to rejoin the meeting. I am formally informed by our company secretary that in accordance with the company's constitution, a quorum is present and I declare the meeting formally open. First of all, I would like to introduce my fellow directors and senior executives of the company who are available and are participating in the meeting today: Neil Broekhuizen; Josef Czyzewski, the Chair of Audit and Risk and Management Committee; we have Dr. Richard Henshaw; Zita Peach, our Chair of Remuneration and Nomination Committee; Catherine West; Michael Knaap, our Chief Executive Officer and Managing Director; our Chief Financial Officer and Company Secretary, Malik Jainudeen. Our auditors from KPMG have also made themselves available. We have our audit partner, Chris Sargent, and our Audit Senior Manager, [ Alicia Fisher ]. I thank them for making themselves available today. Voting on resolutions 2, 3A, 3B and 4 will be conducted by way of a poll using the electronic voting card you should receive after clicking the Get Voting Card button. Each share provides entitlement to 1 vote. All holders will have the opportunity to comment on and ask questions in relation to the resolutions. I will hold comments and questions until the item of business has been introduced, and holders have been invited to then do so. The shareholders will be able to ask questions online during the meeting, and we have introduced a new functionality to allow holders to dial in and ask questions verbally. To utilize this teleconference facility, holders must use their unique pin provided to them by Link Market Services. If you don't have a pin and would like to ask questions by the phone, please contact Link on 1 (800) 990-363 now to get your pin. [Operator Instructions] Only shareholders or the duly appointed proxies or corporate representatives can vote at today's meeting. Summary details of the proxy on each resolution will be displayed on the screen as each resolution is considered and will be reported to the ASX after the meeting concludes. All undirected proxies appointing the Chairman as the proxy holder will be voted in favor of the resolutions on item 2, 3B, 3A and 4. The proxy form authorizes the Chair to vote in favor of resolution 2, the remuneration report, and resolution 4, the grant of performance rights to Michael Knaap. Prior to handing over to Michael, I would like to provide some commentary on the '21 financial year and our year-to-date performance in '22. '21 was a strong financial year for Monash and a year we are very proud of, especially considering the challenges that pandemic has presented to our communities. Some of the key factors that favored our business value proposition included a behavioral shift in our patients as COVID-19 created more focus on families and well-being. A strategy that is focused on short- and long-term tangible growth initiatives, a stable diverse and specialized workforce, including our clinicians and an emphasis on patient outcomes. Our strategy has been clear with our strategic pillars driving our improved performance, notwithstanding the pandemic. Over the past 18 months, the business has benefited from strong and attractive IVF industry fundamentals, driving strong growth across our domestic businesses. Monash IVF's domestic 21 cycles increased by nearly 37% due to industry growth of 31%, and we experienced market share gains in Monash's key markets. Market share in these key markets grew by 0.6% to 21%. And our Vision '26 strategic plan is anticipated to grow market share in '22 and beyond. There were various contributing factors to the market share growth experienced in the period, including increased marketing investment, new fertility specialists joining Monash IVF Group and contribution from our new Sydney CBD flagship clinic. As a result, our adjusted net profit after tax grew by approximately 61% to $23.3 million as compared with the previous year. We have continued to make investments in marketing, attraction of new fertility specialists, adding capacity and market present across Australia and Southeast Asia and strong patient staff and doctor experience and engagement. I'll look forward to the opening of our new and exciting fertility clinics in Melbourne, Gold Coast, Penrith and Darwin as well as the expansion of our day hospital revenue with our new operations in Melbourne and the Gold Coast. We're also pleased to welcome a total of 12 new facility specialists in '21 through recruitment as well as through our internal training program. The Board recognizes that our dedicated and experienced team is our most important asset, and we continue to invest in the development of our people. The business has delivered record doctor and employee engagement, Net Promoter Scores in '21 of over 60% and our 6.5% increase in patient engagement scores. I would like to thank our dedicated specialists, our nurses, our scientists and patient services staff who have worked tirelessly to improve our service and patient and our doctor outcomes. I'll now provide an update on trading during the first quarter of '22. Notwithstanding challenging comparatives in the first quarter of '21, the IVF business has continued to grow at strong levels in the period from July to September '21, as domestic cycles have grown by 9% compared to prior comparative periods. From a market share perspective, during the period from July to September '21, Monash IVF Group's domestic key market share has grown by nearly 2% to 22.4% as compared to the prior comparative period, with market share growth experienced at Victoria, Queensland, South Australia and New South Wales. New Australian IVF patient pipeline, through inbound inquiry and patient registrations, are growing at above historically high prior comparative period levels with new patient registrations increasing by 14.2% in the period from July to October '21. New patient registration growth provides a solid growth platform for the remainder of financial year '22. Our Kuala Lumpur clinic is showing positive signs of improvement following a challenging COVID environment during the first quarter of '22 as stimulated cycles declined 28% in the period from July to September. Movement control orders in Kuala Lumpur have started to ease during the second quarter and performance is anticipated to improve. Our Sydney Ultrasound business is also showing positive signs as has been impacted by the COVID-19 lockdown restrictions in Sydney during the period from 1 July to 30 September. Sydney Ultrasound scans declined by 6% during the first quarter whilst experiencing a high cost base to manage safety and health protocols. The company's net PAT, net profit after tax, before certain nonregular items for the 6-month period ended 31 December '21 is expected to be approximately $13 million as compared with $12 million in the prior comparative period. Nonregular items for the 6-month period 31 December '21, is anticipated to be $700,000 after tax relating to costs associated with discontinued acquisition opportunities. The group is confident revenue and earnings can grow in the second half, subject to any adverse impact from the ongoing pandemic. We wish to thank our shareholders for their continued support during the pandemic. I would like to portray our confidence that the company is well positioned to grow earnings in '22 from strong growth in '21 notwithstanding COVID-19 challenges presented in certain markets. I'd like to thank our CEO, Michael Knaap; our CFO, Malik Jainudeen; our Chief Operating Officer; Hamish Hamilton, and the rest of the executive team for their leadership during the ongoing pandemic and continuing to build a platform for sustainable growth in the coming years. I am very optimistic for the future of Monash as we have laid a strong foundation that is built on our clear strategic plan and objectives and a culture that puts the patient at its core, which is anticipated to deliver positive outcomes for all stakeholders. I will now invite Michael Knaap to address the meeting to give us an overview of '21's operation and a further update on current trading.

Thank you, Richard, and thank you, everyone, for joining us today. The last 20 months has been a period that we will all remember for its challenges and the way we have overcome them. I'm extremely proud of Monash IVF Group for our commitment and courage during this time we have demonstrated strength by continuing to live by our principles and deliver a safe environment for our people, doctors and patients. We also demonstrated strong progress against our Vision 2026 strategy due to the dedication and commitment of our doctors, the clinical teams and all our people who each and every day deliver exceptional care to our patients. The ARS industry has very attractive fundamentals as behavioral and industry characteristics supported growth in FY '21 and will continue to support growth into the future. There continues to be a long-term trend with people delaying starting a family. This advancement in maternal age contributes to increasing in fertility rates. The ongoing pandemic has changed the mindset in the community with greater focus on family, health and well-being. This continues to redirect the priorities towards creating and extending families into the future. To support that, we had a 40% increase in new patients accessing our domestic network for stimulated cycles, which was well above the industry growth. Growth in our service offerings and advances in technology is driving improved outcomes and appeal to the fertility value proposition. There is strong growth potential in donor services, social patient treatments and genetic services into the future. Our significant recent improvement of 4.5% in the clinical pregnancy rate over the last 3 years is a result of our sustained focus and investment in our science capability and a testament to the improved value proposition of our patients. The government funding regime for both IVF and ultrasound services is stable and continues to support growth and affordability for patients. The government recently increased support through introducing significant Medicare rebates to assist patients who are carriers of known genetic disorders. These Medicare rebates will cover embryo testing and diagnosis to prevent their children having genetic diseases. Monash IVF Group's business and fundamentals are solid, with positive momentum of our growth and improvement programs, along with a strong patient pipeline as we entered into FY '22. This momentum has continued through the first half of FY '22. Our revenues increased by 26.3% to $183.6 million for the year, which was underpinned by market share gains and record ARS industry growth rates. This led to a 23.3% adjusted or underlying NPAT increasing by in excess of 61% on the prior year. We continue to focus and measure our doctor engagement with the highest ever engagement results representing a culture of success. Our balance sheet strength is a strong enabler to drive organic and nonorganic strategic growth into the future. These outcomes highlight the progress and positive momentum we continue to build together at Monash IVF Group. In our key Australian markets, our stimulated cycles increased by 36.6% versus industry growth rate of in excess of 31%, which led to market share gains of 0.6% to a total market share of 21%. The contributing factors to these market share gains include the increased marketing investment that led to us dominating share of voice during FY '21 which in turn enabled us to continue to grow the short-term and long-term patient pipeline. We recruited new fertility specialists in New South Wales, Queensland and Victoria that are rapidly developing their private practices and thus increasing their treatment volumes. We received the benefit of a full year contribution from Fertility Solutions' acquisition in Queensland, whereby in the previous period, we had 9 months of contribution. And we continue to gain momentum through the new Sydney CBD flagship clinic in New South Wales that continues to grow and build volume. Pleasingly, these and other initiatives have continued to grow market share in the first quarter of FY '22 throughout Australia. Our FY '21 ultrasound volume increased by 12.9% versus the previous corresponding period and noninvasive prenatal testing increased by 17.8% versus the previous period being the strongest growth we have seen in this service offering for many years. Due to COVID-19 movement restrictions, out-of-suburban ultrasound clinics demonstrated significant growth whilst inner-city locations are yet to return to pre-COVID levels. We do have the flexibility with our good spread of suburban clinics in Sydney and Melbourne to effectively manage any geographic shift in demand. Following significant increase in demand for reproductive carrier screening services, we are soon commencing distribution of a new reproductive genetic screening kit that will be available online and through obstetricians, gynecologists and fertility specialists. This is a key strategic growth driver that will lead to future stimulated cycle growth to prevent genetic disease in children as awareness for the service [indiscernible]. Doctor partnerships is an essential pillar of our strategy and we continue to strive to have mutually rewarding partnerships with all our doctors in a transparent, collaborative and supportive way. Our partnership with our doctors has never been stronger as demonstrated through a recent engagement survey, reflecting a culture of success. The recruitment of doctors is a testament to this, whereby 5 new experienced fertility specialists joined Monash IVF in the year to deliver future growth and support succession planning. Furthermore, we had 4 new fertility specialists graduating following completion of the Monash IVF training program. These doctors are now actively consulting and treating patients and continue to build solid patient pipelines. We see the genetic sphere being a key growth driver. And with that, we have partnered with the only domestic genomic pathologist with the dual qualification in genomic pathology and obstetrics and gyne, who is Monash IVF's Medical Director of Genetics and he's leading our next generation of genetic services. We have a clear strategy to attract new and experienced fertility specialists across Australia and Southeast Asia, and our doctor partnerships have to be exceptionally strong with a doctor value proposition that is appealing in order to succeed in this strategy. We have continued an unrelenting focus on investing and building scientific capability to ensure we are giving our patients the best possible outcomes and differentiating our value proposition to patients. The chart at the bottom of this slide represents the continuous improvement in our clinical pregnancy rates across our group with clinical pregnancies in 2021 increasing by a very significant 4.5% as compared to 2018. We have been on this journey of continuous improvement throughout our long heritage, and we have many initiatives and partnerships that will continue to drive further improvements in our success rates into the future. Investment in new partnerships and technologies backed up by an ongoing research focus through our various research bodies will ensure we continue to evolve and improve our success rates. The submission and presentation of 21 scientific and clinical abstracts at national and international conferences is testimony to our research commitment. Strategic priority of clinical infrastructure continues to be a focus on the medium-term horizon as our clinics are paramount to execution of our strategic growth objectives. The quality of our clinics has a significant impact on our patient experience and our doctor and employee value propositions. Our new Sydney CBD flagship clinic opened in November 2020 and represents best practice patient experience with 4 fertility specialists now based at the new clinic, including 3 new experienced CREI-qualified fertility subspecialists. We are pleased with the progress and the clinic will further improve earnings during financial year 2022. The transformation of our Melbourne clinical footprint is well advanced with a new large-scale fertility clinic and day hospital opening in Cremorne located in the east of Melbourne. Furthermore, a new Gold Coast fertility clinic complemented with the day hospital is expected to open late this financial year and other fertility clinics in Penrith and Darwin are also expected to open towards the end of this financial year. Our people's positive engagement remains a key priority, and we are pleased with further improvement in our employee engagement score exceeding any previous year and demonstrating a culture of success. This also well exceeded any industry benchmarks. Our employer value proposition has been a key priority, and we continue to position ourselves as a dynamic industry leader in reproductive care offering dynamic workplaces for those driven to make a difference. We will continue working with our leadership teams to drive engagement improvement and to ensure we have a high-performing accountable, fun, safe and inclusive workplace. Our significant strategic marketing investment is a key driver of our market share gains and in particular, drove a 40% increase in new patient stimulated cycles, which was well above market growth. During the last 12 months, our new Monash IVF brand was launched with innovative targeted advertising. This brand launch was supported with a comprehensive online event strategy and website upgrades. The very important element to our referral pathways is through GPs, and we continued to having GP engagement strategy to drive strong GP referrals and engagement. We have had solid progress in our Southeast Asian expansion strategy despite the COVID challenges. Although movement control orders have heavily impacted the operating environment at our Kuala Lumpur clinic, we delivered a stimulated cycle growth of 21.6% in FY '21. In regards to progress in our long-term strategic expansion in the Southeast Asian region, a Johor Bahru, Malaysian fertility business, which was acquired in 2020 is a key long-term strategic growth asset in the region, particularly relevant to East Malaysia and Singapore. In January 2021, the group in partnership with a large Indonesian private hospital group, Mitra Keluarga opened a greenfield fertility clinic in Jakarta. In June 2021, we cemented another joint venture with a private hospital group in Bali, Indonesia. Together, we will build and operate a new fertility clinic that will open during FY '22. Given our presence in the Southeast Asian region and recent progress on expansion, we are well placed to execute on acquisition and partnership opportunities, which continue to evolve and present in the Southeast Asian region. I'd draw your attention to the trading update for FY '22. In Australia, we delivered 9% stimulated cycle growth in the first quarter of FY '22 compared to the previous corresponding period. It is worthwhile noting that in the first quarter of last financial year, we grew by 22%. To deliver 9% on those heightened volumes in the previous corresponding period demonstrates the sustainability of the industry growth experienced in last financial year. In our key markets, our market share for the first quarter of FY '22 was up 1.9% on the previous corresponding period, achieving 22.4% total market share. And gains were achieved across all states, further highlighting the continued growth momentum we are generating. Our new Australian IVF patient registrations are continuing to grow, being 14.2% up on pcp for the October year-to-date period. This provides a strong platform to build on for the remainder of FY '22. Our Kuala Lumpur clinic is recovering in the second quarter of FY '22 following the temporary impact from COVID-19 restrictions, with stimulated cycles falling 28% in the first quarter. Our Sydney ultrasound business is recovering in quarter 2. [Technical Difficulty]

Participants, we have lost the line for the Chair. Please stay connected while the Chair -- we reconnect the Chair. [Audio Gap] Participants, sorry for the delay. We have the line now reconnected for the Chair. Sir, you may please continue.

Yes. I apologize for that technical interruption. I was just on the outlook slide, Slide 21, and I just wanted to emphasize the key initiatives that will support future growth. The new fertility specialists, we partnered in the last financial year will drive volume growth in FY '22 and beyond, and we are well positioned to attract additional experienced fertility specialists. We're opening a new clinical infrastructure in the latter part of FY '22, including new projects that are well advanced in Melbourne, Gold Coast, Darwin and Penrith. Conversion of our strong new patient and returning patient pipelines, noting that in the second half in '21, new domestic patient registrations were 35% higher than the second half in '20, which will contribute to good numbers throughout FY '22. We will continue to invest in sustainable, innovative marketing that is expected to maintain and build new patient pipeline. We are expanding our genetics capability and service offerings such as the soon-to-be released reproductive genetic screening kits. Our continued improvement -- our continuous improvement focus will drive improved pregnancy rates and will enhance our patients' experience and value proposition. We also plan to identify and execute on partnerships and acquisition growth opportunities in Australia and abroad, including our expansion into Southeast Asia. Therefore, as Richard stated, our NPAT before certain nonregular items for the 6-month period ending 31 December 2021 is expected to be approximately $13 million as compared to $12 million in the prior comparative period, which represents 8.3% growth in our NPAT for the 6 months. Furthermore, we have a very confident revenue and earnings can grow in the second half of FY '22, subject to any adverse impact from the ongoing pandemic. In closing, together, we will continue to pursue our strategy, ensuring we are true leaders in reproductive care. We have a great deal to be proud of, but there is still much to do. I would like to finish by thanking our people for their incredible commitment, passion, pride, particularly through the challenges of the last 12 months. We have industry-leading talent and the highest level of experience within the Monash IVF Group. The work our people do every day drives better outcomes for our patients and inspires all of us to deliver on our growth strategy for years to come. I would also like to thank Richard Davis and the Board for their support and guidance throughout the last 12 months. It's been much appreciated. Ladies and gentlemen, thank you for your attendance today, and I look forward to keeping you all updated throughout the course of the year. Thank you, Richard.

We now turn our attention to the formal business of the meeting as set out in the Notice of Meeting. After formal business matters conclude, we will address any general shareholder questions for the Board, CEO or auditors. Specific questions on resolutions can be asked and answered as we move through each of the resolutions shortly. Our company secretary has now confirmed that the Notice of Meeting has been sent to all shareholders and other persons entitled to receive it within the notice period. The matters requiring consideration today are outlined in the Notice of Meeting and the notice will be taken as read and can be accessed on the Monash IVF Group website. Monash's financial statements for the year ended '21, together with the auditor's report and in our annual report, which is also available on our website. Monash IVF Group's share registry provider, Link Market Services, will conduct the voting by way of poll, and Mr. Daniel Reid of Link will act as returning officer. Both will be counted after the end of the meeting and results published on the ASX. Shareholders can cast their vote using the electronic voting card received after validating online registration. To validate registration, you'll be asked to enter your security holder reference number or holder identification number, plus postcode if you're in Australia or country if you're outside Australia. To then cast your vote, click the Get Voting Card button. If you are intending to vote, you'll be asked to finalize and submit votes up until 5 minutes after the meeting, I'll remind you at the end of the meeting. The proxy votes that have been submitted will be set aside on the slide shown for its resolution. Shareholders have appointed the Chair of today's meeting, myself, as proxy for approximately 389 million shares voting either for, against or with discretion for all those resolutions. As indicated on the proxy form and in the Notice of Meeting, the attention for the Chair is to vote all discretionary and undirected proxies held by the Chair in favor of each resolution. [Operator Instructions] I will endeavor to answer all relevant questions from holders during today's meeting. However, I reserve the right as Chair to rule questions out as not pertaining to the AGM and to take questions on those. I propose that the order of taking questions will be as follows: first from any holders using the teleconference facility; and secondly, from holders who have asked a question online by text. The first item I table is the annual financial statements for the period ended 30 June '21, together with the directors' report, auditor's report in respect to that financial report. Are there any questions from telephone participants on item #1?

Yes, sir, we have a question from the participant, and the participant's name is John Whittington.

Good afternoon, Mr. Chairman. My name is John Whittington, and I'm a volunteer company monitor for the Australian Shareholders' Association. Today, I hold proxies for approximately 150,000 Monash IVF's shares. We would first like to thank you and all the employees for your efforts in producing such a great result in very challenging times. I do have to ask about the elephant in the room, about JobKeeper. The company has had a great year with profit higher than any other year since 2017. The CEO has received a substantial short-term incentive, which has resulted in a 59% increase in statutory remuneration, yet the company hasn't paid back any of the JobKeeper received. That's not a good look and must impact on the company's social license to operate. Why is the company not returned at least this year's JobKeeper?

Thanks, John, for raising that question. And it has been a topic where we've had considerable discussion around the Board table over a number of meetings. The first thing is that I should say we did meet the revenue decline requirements to access JobKeeper. We sought the JobKeeper payments to support the business when the sector was suspended for almost 2 months. And that was at a time when we didn't know we were going to be able to meet our banking covenants and everything was very much up in the air. We did a capital raising where we raised $80 million. And if you remember, as part of that capital raising, we said that we were entitled and we would receive that JobKeeper. So as a Board, we found it very difficult to then decide, well, we've raised money from shareholders on the base that we have -- we are going to receive it only to hand it back. This is -- the most important thing is from a shareholder point of view, this money allowed us to raise capital to maintain the business and most importantly, to recover at a very fast rate. So I don't know if that answers your question, John. It's a question which was -- has also been raised by another shareholder in text form. Are there any other questions in relation to financial statements?

No, sir, we do not have any audio questions apart from Mr. Whittington's question.

I don't -- other than a JobKeeper question, I don't think there was any other financial ones. So let's proceed to the next part of the meeting. I now move to resolution 2, which is to consider and adopt the remuneration report. Before I put the motion forward, I'd like to outline the approach to remuneration. The Monash IVF Group remuneration framework is underpinned by key principles, including alignment of remuneration to business strategy and priorities, being market competitive, rewarding performance, having a framework which is simple and transparent. It is focused on long-term sustainability of Monash IVF Group's value creation for Monash IVF Group's key stakeholders, attracting and retaining our key staff and ultimately helping our patients start or grow their family. The framework combines total fixed remuneration, short- and long-term incentives to form an overall total remuneration position. This structure is designed to consider market positioning and benchmarking, which is intended to reward individual and company performance aligned to the execution of our strategy and drive sustainable high performance over the short and long term. The group's remuneration framework for '21 for the CEO, CFO and COO continue to retain these 3 components, with short-term incentives and long-term incentives at risk. A summary of these 3 components relating to the '21 financial year include the following: as we noted in the financial year '20 remuneration report, increases to KMP fixed remuneration was placed on hold for further review. Following this review, the CEO, the CFO and the COO received a 5% increase to fixed remuneration effective the 1st of January '21. As noted in that remuneration report, the Board considered a special bonus for the payment of a 5% of the TFR for the KMP and other executives following strong and fast market recovery and growth experience in the 3 months following the recommendation of the IVF services in May '20. KMP and other executives achieved this special bonus payment and no further STI was paid for the positive market share growth outcomes relative to the full year '21 year. KMP and other executives were eligible for short-term incentive, which is designed to focus on strategic objectives set by the Board for the financial year and consist of both a nonfinancial component being a measure of performance against our key strategic priorities aligned to our Vision '22. The financial component for the KMP is a measure of both the group's earnings per share and group EBITDA. A nonfinancial gateway was also in place whereby no STI is payable if the group's clinical pregnancy rates, our success rate, is below the ANZARD average for the period 1 July '20 to 31st of March '21. The available ANZARD target average for the period of this STI was approximately 38% versus the group's clinical pregnancy rates of 42% and accordingly, the nonfinancial gateway was achieved. Following performance during '21, short-term incentive payments were made to the CEO, CFO and COO, whereby financial targets were outperformed and some nonfinancial metrics were met. Certain KMP and other executives are eligible to receive long-term incentive performance rights with vesting rights dependent upon the satisfaction of predefined performance hurdles and continuous employment. The LTI aims to maintain a focus on sustainable long-term growth and returns and provides appropriate balance to the annual results linked to STI. Payments performance rights issued in the financial year 2019 to the CEO did not vest due to the operational performance and capital management changes during the testing period. As of 1 July '21, the Board agreed to increase the total remuneration for the CEO, CFO and COO, to bring these closer to the comparable peers following an external benchmarking process to inform the Board on the executive remuneration, which indicated certain KMP and other executive remuneration was below industry benchmarks. This adjustment included a fixed remuneration adjustment of approximately 10%. In accordance with Section 250R(2) of the Corporations Act, the remuneration report is put to shareholders for adoption. The remuneration report is set out on Pages 40 to 56 within the '21 annual report. The voting on this is advisory only and does not bind the directors or the company. Are there any questions from telephone participants on item 2?

Yes, Chair. We have a question from the line of John Whittington.

Mr. Chairman, it's John Whittington from the ASA. There are many things we like in your remuneration report. However, we would ask that you include a table of actual take-home remuneration of the KMP. Our members really find remuneration reports quite challenging to grasp and a simple table of what was taken home helps a lot. It's also used by the majority of ASX 200 companies.

Thanks, John. I thought we had addressed that in our financials. If it's not clear -- and I'll certainly ask management to make it clearer in our next year's results. But just bear with me, John. They're just checking for me. John, can I just take that on notice and come back at the -- towards the end of the meeting whilst they're looking at it. But I thought you knew exactly what directors were getting -- I'm looking on Page 53, details of remuneration. And so talk me on it, so this is, sorry, Page 52, it gives -- for the executive salaries, STI incentive, total remuneration, superannuation. That's what they've actually taken home.

Mr. Chairman, am I still online?

Yes, you are.

Okay. But that's a statutory rem table, is it not?

Yes. And you're wanting the actual cash that is taken home?

Correct. And in some years, it looks like this year might be the same. But whenever there's any equity awards, it makes a big difference.

Yes. I think if you look at that, certainly, it shows the salaries or the STI is paid in cash form. So it would only be the long-term incentive. All right, we'll address that going forward.

Thank you very much.

Thanks, John.

Chair, we do not have any more audio questions.

Thank you. I will take questions from holders watching online who have sent in their questions in text form. This was a question from Stephen Mayne, and he has asked whether any proxies -- whether they recommended votes against any of today's resolutions. There was only 1 proxy that I'm aware of that did a report and that was Glass Lewis, and they voted in favor of all resolutions. I don't think there's any other questions. So I now put the resolution to the meeting and advise that there are 222,317,423 proxy votes in favor of the resolution; 3,115,440 proxy votes against; 526,658 open votes; and 652,213 abstentions. In accordance with the authorization in the proxy form, undirected proxies given to the Chairman will be voted in favor of the resolution. Resolutions for item 3A and 3B relate to the election of 2 directors: Mr. Josef Czyzewski and Mr. Neil Broekhuizen. The listing rules require mandatory reelection following 3 years from their last reelection in accordance with the provisions of the constitution and being eligible, Mr. Josef Czyzewski is up for the mandatory reelection, and Mr. Neil Broekhuizen offers himself for voluntary reelection. These resolutions are proposed as ordinary resolutions and will be approved, if passed, by more than 50% of the votes cast by members entitled to vote on these resolutions. Resolution for Item 3A relates to the reelection of Josef Czyzewski as nonexecutive of the company, and being eligible, offers himself for reelection, we reelected as a director of the company. Mr. Josef Czyzewski joined the group in June '14 and has over 30 years of experience in senior financial positions and significant experience in the health industry. Joseph has held the position of CFO at Healthscope Limited and more recently, CFO, General Manager at Strategy and Development at Spotless Group Limited following its takeover by a private equity limited -- equity interests in 2012. I'll invite Joe to say a few words in support of his reelection. Joe, are you there?

Yes. Thank you, Richard. As Richard advised, I've been a Director of Monash IVF since the initial listing in June 2014. I also served as Chair of the Audit and Risk Committee and also as a member of the Remuneration Committee. My background comes in finance, largely with BHP Company Limited where I was employed for over 32 years with my last position being a corporate treasurer of the group. In terms of healthcare experience that came with 10 years-plus as CFO of Healthscope in which I participated very heavily in the growth of Healthscope from a small group of 8 hospitals through to the group that had 52 hospitals, Australia-wide, together with diagnostics business, health diagnostics, medical centers and also offshore in New Zealand and Southeast Asia. I believe my finance and healthcare base does provide the basis of being able to contribute strongly to the Board of Monash IVF. I believe Monash IVF is now in a very sound position. It has a talented and highly motivated clinician and workforce base. It has a strong and stable executive management team and together with its balance sheet, it is now -- it's poised for delivering profitable growth and sustained shareholder returns. And thank you, Richard.

Thanks, Joe. If not already submitted, I'd like to invite shareholders to submit any questions regarding this resolution. I'll now put the resolution to the meeting and advise that there are 223,509,612 proxy votes in favor of the resolution; 2,358,165 proxy votes against; 537,281 open votes; and 694,662 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. Are there any questions from telephone participants on item 3A?

We do not have any audio questions, sir.

Thank you. I will now take questions from holders watching online who have sent in their questions in text format, and I don't think we've got any there. Participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. [Voting]

Resolution for item 3B relates to the reelection of Mr. Neil Broekhuizen, a Non-Executive Director of the company and being eligible, offers himself for reelection -- to be reelected as a Director of the company. Mr. Neil Broekhuizen is the Joint Chief Executive Officer of Ironbridge. Neil has over 30 years' experience in the finance industry including 28 years in private equity with Investcorp and Bridgepoint in Europe and Ironbridge in Australia. He sat on the Ironbridge Investment Committee since the inception. Neil is currently the independent non-Executive Chairman of Bravura Solutions. Neil, would you like to say a few words?

Thank you, Richard. I'd like to just thank our shareholders for their strong support in the past. And I'd like to assure them that I'll continue to bring my experience of IVF both -- with Monash both prior to the IPO and since then and also with the Affinity Hospitals Group, which was Australia's largest hospital group before it was purchased by Ramsay Health Care. And other healthcare experience that I've been involved in, in my time in private equity. I've also had, as Richard pointed out, 28 years of private equity experience, predominantly involved in buying and building companies and also in mergers and acquisitions. And I have brought and will continue to bring both of these skills to increase value for all the shareholders of Monash IVF. Thank you. Mr. Chairman.

Thanks, Neil. Are there any questions from telephone participants on item 3B?

No, Chair. We do not have any questions.

Okay. I will now take questions from holders watching online who have sent in their questions in text format. There's one here, Neil. I don't know if you can -- I'll read it out. Given that Neil is up for voluntary election as described by the Chair, what does Neil and the Chair think about Treasury Wine Estates moving into voluntary annual elections of the directors in line with best practice that occurs in both the U.S. and the U.K.? Dual-listed companies like News Corp, BHP and Rio all do this due to the laws in the U.S. and U.K. Will Monash IVF consider emulating this TWE move at the 2022 AGM so that our directors are more regularly accountable to shareholders. That's coming from Steve, and I'm not sure that's a Neil's issue. I think that's more an issue for the Board. And I think the Board would consider or at least discuss it during the course of this year. So I'll just take this as a note. I'll now put the resolution to the meeting and advise that there are approximately 224,874,363 proxy votes in favor of the resolution; 893,440 proxy votes against; 537,281 open votes; and 694,662 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. [Voting]

Resolution 4 relates to the grant of performance rights to Michael Knaap, as his annual long-term incentive grant for the year ended 30 June '22, on the terms described in the explanatory memorandum accompanying the Notice of Meeting dated 18 October '21. As required under the ASX listing rule 10.14, shareholders' approval is sought for the grant of performance rights to Mr. Michael Knaap. This resolution is proposed as an ordinary resolution and will be approved if passed by more than 50% of the votes casted by members entitled to vote on this resolution. Michael Knaap will be granted 466,166 performance rights which have been determined by dividing Mr. Knaap's LTI maximum opportunity of $462,000, which is equivalent to 80% of Mr. Knaap's TFR, while volume weighted average share price of the company's shares traded on the ASX on the 10 trading days following the announcement of the '21 financial results. 70% of the performance rights will be subject to basic earnings per share, EPS hurdle and 30% of the performance rights will be subject to a relative total shareholder return hurdle relative to the ASX 300 Health Care Accumulation Index. Details of these vesting schedules for these hurdles is set out in the Notice of Meeting. Are there any questions from telephone participants on item 4?

No, Chair. We do not have any questions from audio participants.

Thank you. I will now take questions from holders watching online who have sent in their questions in text format. This is from Stephen Mayne. When disclosing the outcomes of all resolutions today, including this LTI grant proposal, will you publicly disclose how many shareholders voted for and against each item similar to what had happened with the scheme of arrangement. This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs. Stephen, we won't be doing it for this meeting, but we will consider it for the next AGM. I will now take questions from holders watching online who have sent in their questions in text form, which I've just done. I now put the resolution to the meeting and advise that there are 224,162,488 proxy votes in favor of the resolution; 1,372,163 proxy votes against; and 530,180 open votes; and 546,903 abstentions. Undirected proxies given to the Chairman will be voting in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. [Voting]

As noted earlier, Monash IVF Group's share register provider, Link Market Services, will conduct the voting by way of poll, and Mr. Daniel Reid of Link will act as returning officer. Votes will be counted after the end of the meeting and results published on the ASX. The ability to vote will cease 5 minutes following the end of the meeting. Now I'd like to take some time addressing general questions that have been asked by our shareholders of the Board. The first one is -- and I'll ask Mr. Knaap to answer this one. Given that Monash's main business is helping to create the generation that will have to deal with the impact of climate change, does Monash agree that the company has a more responsibility to significantly reduce its carbon footprint by 2030. If yes, can the Chairman outline the concrete plans it has developed in that respect?

Thank you, Richard, and thank you for that question. Yes, we do believe we have a moral responsibility, and we're very mindful of a sustainable environment for the lives that we help create. Some of the things that we do in our organization, we invest in clinical infrastructure and we do ensure that the environmental impact is minimal and all materials used are environmentally friendly. And we have low energy usage throughout those clinics. We do have significant consumables and medical waste. We do recycle those where possible and another aspect of that is becoming as paperless as we possibly can into the future. Certainly, travel we're national, international organizations. So we do consider travel. And to be honest with you, the learnings over the last sort of 20 months with the COVID impact has certainly allowed us to use technology more in virtual communication sort of methods not only between ourselves, but between suppliers, between our patients and also between our doctors and doctor-to-patient communications. So we are reducing our travel footprint. We are also providing a more flexible workplace where possible, which also reduces the travel needs. We will certainly continue to reduce our carbon footprint into the future as we lead into 2030.

Thanks, Michael. And the second question raised was I would like to raise that another woman be appointed to the Board. Certainly, Monash is committed to diversity, including increasing the presence of women on our Board. We've got 5 nonexecutive directors at the moment, 2 of which are women. And when it comes to succession, we'll certainly be considering another woman be appointed to the Board. The next question comes from Stephen Mayne. And it says, in May last year, Monash unveiled an emergency $80 million capital raising at $0.52, a heavy 26.8% discount to the previous trade of $0.71. This comprised of $39.8 million placement and a $40.2 million, 1 of the 3 entitlement offer with retail able to apply for an additional shares of only 100% of the entitlement. There was only a 43% take-up of the $15 million retail offer and with the stock now [indiscernible] which picked up the [ 8 million ] retail shortfall in addition to the $40 million placement enjoined with full gains of $47 million. Surely retail are now [indiscernible]. Stephen, we'll take that as a note. Certainly, you raised another question in relation to that raising as well. I'm just trying to find it. Just bear with us. Basically, Stephen's question was whether the Board had been advised and -- of the allocation of shares -- what it was there, just sort of -- it was common and whether directors were fully informed about the implications of the decision to cap the amount of additional shares retail investors could apply for in the last year's entitlement offer at 100% entitlement. Was the Board advised by Macquarie this restriction would virtually guarantee a retail shortfall in contrast to having an uncapped retail offers, which could see the shortfall benefit go to other retail shareholders rather than Macquarie clients. We certainly were advised by Macquarie fully of what the potential situation could be, but there was no guarantee that we're going to get $80 million when we took off. Yes, is there any other questions that we haven't asked? I think -- no -- I don't think there's any other questions other than sort of one [indiscernible] comment. This brings us to the end of the '21 Monash IVF Group's...

Sorry to interrupt, sir.

Yes?

We do have an audio question, sir.

Thank you.

We have the audio question from the line of John Whittington.

Mr. Chairman, a final question from John Whittington from the Australian Shareholders' Association. Well done on a good meeting, although it would have been nice to have video of you so we could have seen you speak as opposed to just hearing you. But one question I do have, if things are back to normal next year, what type of AGM do you envisage holding? A normal face-to-face one, a hybrid one or a virtual one?

I think it would be a hybrid one where people can listen in and participate. And for those who like to be physically present, then certainly, from a Board perspective or certainly from the Chairman's perspective, it's much better to actually see shareholders than hear them over the phone. That brings us to the end of the '21 Monash IVF Group's Annual Meeting. In a moment, I'll formally close the meeting. If you're intending to vote on the formal business of the meeting, you should now finalize and submit your votes as voting will close in 5 minutes' time. As mentioned earlier, the results of the voting will be released on the ASX once the votes have been counted after this meeting. I thank you for your attendance. I now declare the meeting closed.