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

Good afternoon, ladies and gentlemen, and welcome to the Ninth Annual General Meeting of Monash IVF Group following the company's listing in June '14. My name is Richard Davis, and I am Chairman of the Board of Directors and Chairman for this meeting. On behalf of the Board of Monash IVF, I am pleased to have you attending and participating in our AGM today. I wish to acknowledge the traditional owners of country throughout Australia, and pay our respects to Aboriginal and Torrest Strait Islander cultures, to elders past and present, and recognize the continuing lands, waters and communities where we all are dialing in from to attend this AGM. Following the COVID pandemic, it is refreshing to be able to welcome some of our shareholders in person today, and I would like to thank you for your attendance. This AGM is also being heard virtually, allowing the shareholders to participate legally without having to physically present. Shareholders present in person or online will have the same opportunity to participate today, including being able to ask questions and vote. I'll discuss these processes a little later. I also encourage our online attendees to download the virtual online meeting guide from the Monash Group website, if you haven't already done so. If we experience technical issues that prevents shareholders from having reasonable opportunity to participate in the meeting, the company will provide an update on its website and the ASX platform to communicate the details of the postponement or adjournment for the members. I am informed by our company secretary that in accordance with the company's constitution, a quorum is present, and I declare the meeting formally open. I would like to take this opportunity to introduce my fellow directors and senior executives of the company who are in attendance and participating in the meeting. Zita Peach, the Chair of Remuneration and Nomination Committee; Joe Czyzewski, Chair of Board and Risk Management Committee; Catherine West; Dr. Richard Henshaw; Michael Knaap, our Chief Executive Officer and Managing Director; Malik Jainudeen, Chief Financial Officer and Company Secretary. Also online, we have Neil Broekhuizen, who is recovering in Sydney from surgery. Our auditors from KPMG are also present, including our audit partner, Chris Sargent. Voting on resolutions 2, 3A, 3B and 4 will be conducted by way of poll. Shareholders not in attendance at the meeting today can vote online through the virtual meeting platform. Shareholders in attendance can vote by completing a voting card. Each share provides entitlement to 1 vote. Only shareholders or their duly appointed proxies, attorneys or corporate representatives can vote at today's meeting. If there is any shareholder here who is eligible to vote and does not have a voting card, please attend the share registry registration desk outside this room for assistance. All holders will have an opportunity to comment on and ask questions in relation to resolutions. I will hold comments and questions until the item of business has been introduced, and holders have been invited to do so. Holders present at the meeting will be able to ask a question verbally at the meeting. Holders participating virtually can ask questions via the virtual AGM platform or verbally by telephone. To utilize this telephone facility, holders must use their unique PIN provided to them by Link Market Services. If you don't have a phone PIN and would like to ask a question by the phone, please contact Link on 1-800-990-363 now to get to your PIN. [Operator Instructions] The teleconference moderator requires your name, and we'll introduce you prompting you to answer your questions by unmuting your line at the relevant time. In order to ensure that all holders have a reasonable opportunity to comment and ask questions, I request that holders do not ask more than 2 questions at a time. Only shareholders or their duly appointed proxies or corporate representatives can vote at today's meeting. Summary details of the proxies 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 proxy votes appointing the Chairman as the proxy holder will be voted in favor of the resolutions on item 2, 3A, 3B and 4. This proxy form authorizing -- both in favor of Resolution 2, the remuneration report and Resolution 4 in the grant of performance rights to Mr. Michael Knaap. Prior to handing over to Michael, I would like to reflect on the '22 financial year and provide an update on the year-to-date performance in '23. In financial year '22, Monash IVF delivered a solid financial result, invested significantly in future growth and executed on strategies to take us closer to achieving our Vision '26 of becoming the most admired reproductive care provider in the world. I'm very proud of the strong progress made by our company during the year, which was again impacted by COVID that had an impact on our Sydney Ultrasound business in the first quarter and our IVF business and ultrasound businesses in the third quarter. The compelling underlying demand drivers for IVF services remain unchanged. And the market volatility experienced over the last 12 months does not reflect any change in consumer settlement towards IVF, rather it reflects short-term influences with the recent activity remaining substantially higher than pre-pandemic levels. Whilst we experienced volatility in July '22 and strong improvement in August and September, we cannot let this recent volatility overshadow the remarkable growth in Australian IVF industry has experienced over the last 3 years, which has delivered a 3-year compound annual growth rate in stimulated cycles of 7%. This strong growth trend reemphasizes the essential role of fertility services, and also more recently reflects an enduring change in mindset to focus more on family in response to the uncertain and unpredictable global environment. Monash IVF Group delivered revenue growth of 4.7% and underlying net profit after tax of $22.2 million in financial year '22. The group continued to perform ahead of market, recording market share growth of 20 basis points to 21.2%. As COVID became more widespread in the community during the second half of '22, we successfully navigated multiple disruptors, including widespread workforce shortages and patients being forced to delay treatment following COVID infection. During these unprecedented times, we maintained our focus, and the Australian IVF business delivered a robust result, recording '22 underlying EBITDA growth of 6.9%. The COVID pandemic adversely impacted across our ultrasound and international businesses in the financial year '22. But we are confident that these businesses will have strong tailwinds as they -- as the recent challenges subside. We have continued to make significant investments across all our areas of business, including doctor partnerships, clinical infrastructure, science and genetics. We have also demonstrated our unwavering commitment to responsible and ethical conduct through the establishment of the Environmental, Social and Governance Committee with ESG considerations integrated into decision-making and daily activities. Monash IVF's ability to onboard and attract more fertility specialists and execute on compelling acquisitions reflects our leading reputation for our best-in-class service model and compelling doctor value proposition, combined with the strength and engagement of our existing group of clinicians across Australia and Southeast Asia. Monash IVF Group is now considered the destination of choice for clinicians. We look forward -- we look towards '23 and beyond. We are confident that the positive industry fundamentals, combined with Monash's investment in future growth, strong financial position, commitment to deliver the best pregnancy outcomes, will deliver sustainable, long-term growth and shareholder value. We anticipate the attraction of new fertility specialists, completion of 2 acquisitions growing domestic IVF market share, recovery and growth of our Southeast Asian clinics, including Singapore, and continued improvements in our ultrasound businesses will drive strong growth in the second half of '23 compared to comparative period. I will now provide a brief update on trading during the first quarter of '23, before handing over to Michael Knaap, who will provide greater detail on trading, as illustrated on Pages 19 and 20 of the AGM investor presentation. Performance in July '22 was significantly impacted by trading conditions across both IVF and the health care sector due to high levels of COVID and influenza. As such, Monash IVF's domestic stimulated cycles declined by 4.9% in the period, July to October '22, compared to the previous period, following a 10% decline in July of '22. Importantly, trend in domestic stimulated cycles improved in the period, August to October '22, where stimulated cycles declined by 3% compared with the previous period. Pleasingly, during the first quarter, Monash IVF improved its key market stimulated cycle market share by 1.4% to 23.8%, highlighting momentum going from our Vision '26 strategy. Our international IVF business continues to recover from the pandemic with our Kuala Lumpur clinic growing stimulated cycles in the period July to October by 31% compared to the previous period. And the recently opened Singapore IVF clinic has delivered profit in October '22. As noted in August '22, subject to further adverse impact from the pandemic, we maintain and confirm our expected '23 underlying net profit after tax to grow by greater than 10% compared to '22. The company's underlying net profit after tax for the 6-month period ending 31 December is expected to be $12.5 million. In regard to the first half '23 financial performance, given the impact of COVID and influenza during July '22 in Australia and the timing of doctor and business acquisitions, '23's underlying net profit after tax growth is expected to be skewed in the second -- skew to the second half. Strong underlying net profit after tax growth is expected in the second half of '23 compared to the previous period due to contribution from [ recs ] and acquisitions that completed in October and another expected to be completed in early in the new year; market share gains expected following contribution from the new fertility specialists attracted in the last 12 months; improvements in our Asian business, including Singapore, which is now profitable; improvements in our ultrasound business, particularly in Melbourne; and assumed return to normal trading conditions, following the easing of the pandemic impediments, which have impacted our workforce, clinicians and patients, particularly in Q1 '23 and Q3 of '22. The Board and I would like to acknowledge and thank our shareholders for their continued support over the last 2 years during the challenging COVID pandemic. We would like to thank our dedicated specialists, nurses, scientists and administration staff with their outstanding commitment to Monash IVF as we all collectively navigated new ways of working in a COVID-safe environment. Thank you to our CEO, Michael Knaap; our CFO, Malik Jainudeen; our COO, Hamish Hamilton; and the rest of the team for their excellent leadership and strong focus on positioning the business for sustainable growth into the future. It is with this commitment of our people and the support of our clinicians and shareholders that we will need our Vision '26 goal of being the most admired reproductive provider in the world. I will now invite Michael to address the meeting to give us an overview of the '22 operations and further update on current trading.

Thank you, Richard, and thank you to everyone for joining us today. I'm pleased to report that we delivered a solid FY '22 performance in a year that was again impacted by the COVID-19 pandemic. Importantly, we also made significant progress towards achieving our Vision 2026, including unprecedented investment in infrastructure and doctor partnerships in Australia and Southeast Asia that will underpin future growth. Monash IVF's performance and achievements during this period reflect the resilience, strength and agility of our people and our business model, which, together, are driving Monash IVF towards our Vision 2026 as being the most admired reproductive care provider in the world. The IVF industry has very attractive fundamentals, and the compelling underlying demand drivers for IVF services are unchanged. Advanced maternal age, access to broader service offerings, including donor, egg freezing and genetics and the favorable government funding environment are expected to underpin sustained industry growth into the future. The robust demand for IVF services throughout the pandemic when consumer confidence was low and the long-term financial implications from the pandemic were unknown, clearly demonstrates the nondiscretionary nature of IVF services. The pandemic has also changed the mindset in our community with greater focus on family, health and well-being. We expect this to be a long-term shift, which will prioritize creating and extending families well into the future. Our revenue increased by 4.7% to $192.3 million for the year ending 30 June '22. And underlying EBITDA increased by 0.9% to $48.1 million. Other highlights for the year include continued ARS market share growth in Australia; 31 new fertility specialists joined us; significant investment in clinic infrastructure; and the Southeast Asian expansion strategy gaining momentum. Reflecting on FY '22, the most exciting achievements have been a significant ramp-up in business development and investment in our business to drive future growth. This reflects our unwavering confidence in the IVF markets in Australia and Southeast Asia and the ability of our business model and leadership team to execute on this growth. We are in a strong financial position and are well positioned to deliver above-market growth into the future. In our key Australian markets, our simulated cycles were in line with the prior year despite IVF industry volumes declining by 1.1%. This resulted in Monash IVF market share increasing to 21.2% in FY '22, with market share gains in South Australia, Queensland and New South Wales. The key drivers of this market share gains included contribution from new fertility specialists that were attracted over the prior 12 months and a positive investment in creative and innovative marketing campaigns. Pleasingly, these and other initiatives have continued to grow substantial market share in the first quarter of FY '23 across Australia. We have had excellent success in recruiting new doctors with 31 new fertility specialists joining us. This included 24 new fertility specialists in Australia, comprising of 9 through organic recruitment and 15 through acquisition. And 7 more new fertility specialists joined us in Southeast Asia. Our ability to attract new doctors is a powerful endorsement of our best-in-class clinical offering, our compelling doctor proposition and our collaborative approach to doctor partnerships. We also executed on 2 acquisitions during the financial year '22, building presence in Perth and Cairns and strengthening our presence in Brisbane. We now have the broadest IVF clinic footprint across Australia with clinics in all major capital cities. Doctor partnerships are a cornerstone of our strategic vision, and our relationships with doctors have never been stronger with total engagement measures at all-time highs. Investing in state-of-the-art clinical infrastructure is a key strategic pillar for us with new and expanded clinics that will drive growth through increased capacity, market share growth and new Day Surgery earnings. The quality of our clinics has a significant impact on patient experience and our doctor and employee value propositions, which is why it is important for us. In August 2022, new state-of-the-art clinics were opened in Darwin and Penrith in Sydney. And these clinics have been very well received by patients, doctors and employees. Excitement is building around a number of major clinic infrastructure projects currently under construction. That will be completed over the next 12 months. This includes a new flagship clinic in Melbourne in Cremorne, the relocation and expansion of our existing Gold Coast fertility clinic, and also our Brisbane fertility clinic. Investing in sales and quality to consistently improve success rates is at the heart of what we do, with clinical pregnancy rates per embryo transferred continuing to improve across our clinics, growing from 32.6% in calendar year 2018 to 37% in calendar year '21. The Monash Way is a key driver of improving success rates, and we continue to invest in research projects and clinical trials to ensure the Monash IVF remains at the forefront of evolving and innovative technologies. Our team of leading world-class doctors and scientists have a strong commitment to integrate these new technologies and translate research outcomes to clinical practice. This gives our patients the very best chance of achieving a pregnancy. Throughout the pandemic, we have continued to invest in innovative and sustainable marketing to drive patient acquisition across key market segments of fertility, egg freezing and donor services. We recognize that in times of uncertainty, it is critical to continue to promote and invest in our market-leading premium brands to underpin the future patient pipeline. The strength of our people and culture has been highlighted over the past 2 years, our staff and doctors' flexibility to adapt to different ways of working, that overwhelming support from vaccination and other COVID-safe practices has ensured we have kept our people, patients and community safe. People engagement and culture are key priorities of ours. In a recent survey, we achieved a higher-than-benchmark results for employee engagement, demonstrating a culture of success. Our commitment to a diverse and inclusive workplace was recognized in 2022 through endorsements as an employer of choice for gender quality, which we are very proud of. Whilst our ultrasound business continued to operate throughout the pandemic, COVID-19 and influenza had a significant impact on our ultrasound clinics during FY '22. from a capacity, efficiency and short-term demand perspective. Our [ FY '22 ] volumes was consistent with the decline across the broader industry, driven by restrictions on non-IVF-related surgery, patient's reluctance to attend health care settings, and workforce shortages. We're confident the Ultrasound business will have a strong upside now that operating conditions have normalized. Over the last 12 months, we have increased our focus on genetics with the appointment of 4 new clinical geneticists and the launch of our at-home genetic carrier screening test in November 2021. The at-home testing kit allows couples to identify potential genetic conditions in a child prior to conception. Genetic testing in Australia is in its infancy and on a verge of major growth. The critical role of genetic testing plays in determining whether a person carries the genetic disease or whether a pregnancy will have a genetic condition, combines the government's commitment to expand Medicare rebates, are expected to drive a significant uplift in demand for genetic testing. Our Genetics business is expected to be an important driver of referrals to our IVF business as patients, who have shown to have a genetic mutation from genetic testing may need to pursue IVF in their pregnancy journey. Despite a slow recovery from COVID-19 across the region, our Southeast Asian expansion strategy is gaining momentum. Our presence in Southeast Asia is growing rapidly with the new clinic opened in Singapore in April '22 and a new clinic in Bali opened in September 2022. This takes our total clinics in Southeast Asia to 5. FY '22 performance was affected by the ongoing impact of COVID with the Malaysian economy slower to recover from COVID restrictions and border closures. Our international stimulated cycles decreased by 6.5%, driven by volume decline in KL Fertility, partially offset by some positive volume contribution from the Johor Bahru clinic. The Kuala Lumpur IVF clinic is showing strong signs of improvement as new patient consultations increased by 23% in the second half of the pcp versus the pcp, and stimulated cycles increased by 31% in the first quarter of FY '23 in comparison to the pcp. We expect our businesses across Southeast Asia to benefit from strong tailwinds and conditions normalized following the COVID-19 pandemic. I will now provide an update on trading during the start of FY '23. Performance in July '22 was significantly impacted by difficult trading conditions due to COVID and influenza across both IVF and other health care sectors. Our domestic stimulated cycles declined by 4.9% in the period from July to October '22, compared to pcp following a 10.1% decline in July. Activity in August to October returned to prior period levels. And pleasingly, during the first quarter, our stimulated cycle market share grew by 1.4%, totaling it to 23.8%, highlighting the momentum gained from our Vision 2026 strategy. Our new domestic IVF patient pipeline is stable and continues to be at elevated levels, notwithstanding a 1.9% decline in new patient registrations between July to October, noting we experienced growth of 2.1% in the period, August to October 2022 compared to prior year, which was significantly higher than the comparative period in FY '21. Stability on new patient pipeline indicates a solid performance for the remainder of FY '23. Our international IVF business continues to recover from the pandemic. We've got Kuala Lumpur clinic growing stimulated cycles at 31.2% in the period July to October, compared to the prior comparative period. And recent -- and our recently opened Singapore IVF clinic has delivered a breakeven financial outcome in October '22 after only 5 months of trading. The ultrasound businesses have delivered mixed results during the first 4 months of the year, whereby Sydney Ultrasound has grown its scan volumes by 4.8%. However, our total scan volumes declined by 6.7% due to capacity constraints in Melbourne, with the shortage in women's imaging-trained sonographers. This has now been rectified. Richard has already confirmed our guidance for FY '23. However, I would like to emphasize a few of the drivers of growth and the tailwinds we have in the second half of FY '23. We will generate contribution from our recent acquisitions with 1 having completed in October and the other expected to complete early in the new calendar year. Market share gains are expected following contribution from new fertility specialists tracked within the last 12 months as they build their patient pipelines, referral networks and conversion to stimulated cycles. We anticipate improvements in our Southeast Asian businesses, including Singapore, which is now profitable. We expect improvements in our Ultrasound business, particularly in Melbourne, which has been impacted by sonography capacity constraints. And we also anticipate a return to normal trading conditions across all markets, which were heavily impacted in FY '22 and the first quarter of '23 by the pandemic. In closing, we are very pleased with the significant progress achieved over the last 12 months toward achieving our Vision 2026 of becoming the most admired reproductive care provider in the world. The fundamental highlight of financial year '22 was the unparalleled investment in future growth, which we expect to underpin sustainable above-market growth for Monash IVF well into the future. Before handing back to Richard for the formal business of the meeting, I would like to take this opportunity to thank all of our staff and doctors for their outstanding commitment to Monash IVF during what has been a challenging few years. Despite the increased demands placed on our people during the pandemic, employee and doctor engagement remained at very high levels, which is a testament to the empowering culture of success and resilience across Monash IVF. I would also like to thank Richard and the Board for their unrelenting focus on our strategy and all their support and guidance for myself and the executive team over the last few years. Thank you for your attendance today, and I look forward to keeping you updated on our progress across the year.

We now turn our attention to the formal business of the meeting as set out in the notice of meeting. After normal -- after formal business matters conclude, we will address any general shareholder questions to 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 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 Group website. Monash's financial statement for '22 financial year together with the director's report and audit report, are in the annual report which is also available on our website. Monash's share registry provider, Link Market Services, will conduct the voting by way of poll. And Tim Farag from Link will act as returning officer. Votes will be counted at the end of the meeting and results published on the ASX. Shareholders participating virtually can cast their votes by clicking Get Voting Card button. 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 vote cast -- click the Submit button. Eligible shareholders present in the room who wish to vote require a voting card. If you do not have a voting card, please raise your hand now and keep it raised until you are attended by a representative of the share registry. If you are intending to vote, you'll be able to finalize and submit votes up until 5 minutes after the meeting ends. I'll remind you at the end of the meeting. The proxy votes that have been submitted will be set out on the slides shown for each 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 resolutions. As indicated on the proxy form and in the notice of meeting, the intention for the Chair is to vote all discretionary or undirected proxies held by the Chair in favor of each resolution. Now to the procedure for asking questions. Those watching online today will be able to ask questions in text form via the online portal or verbally using the teleconference facility during the meeting. I will provide sufficient notice for holders to ask questions in these formats. I will endeavor to answer relevant questions from holders during today's meeting. However, I reserve the right as Chair to rule questions as not pertaining to the AGM out of order and to take questions on notice. I propose that the order of taking questions will be as follows: first, from holders using the teleconference facility; secondly, from any holders who have asked a question online via text; and third, holders present in the room can raise their hands and an attendant will bring you a microphone. The first item on table is the annual financial report for the year ended 30 June '22, together with the director's report and auditor's report in respect of that financial report. Our auditor is available to answer questions from the auditor's report and then -- and the content and conduct of the report. Are there any questions or comments from telephone participants on item 1?

Chair, there are no phone questions.

Thank you. I will now take questions or comments from holders listening online who have sent in their questions or comments in text form.

Just on resolution #2, the adoption of the remuneration report. Question is from shareholder, Stephen Mayne, and I'll read out elements of it, Stephen. Given we benefited from COVID with strong growth in IVF cycles, for the right to claim $10 million in Job Keeper for 500-odd staff over a 2-year period considering revenue decline by 30% to qualify. Did the Board and management discuss the idea of making a late repayment to avoid being one of the 400-odd listed companies, which access Job Keeper? Also did Job Keeper impact LTI or STI?

Thanks, Stephen. Yes, the Board considered returning the subsidy, not on one occasion, but on a number of occasions over a period of time, and decided that it wouldn't. In relation, did it impact any STI or LTI? No, that was excluded.

That was all for resolution 2.

Are there any questions or comments in the room from shareholders? All right. Now before I go on to the following resolutions, I think there was a question from Stephen in relation to proxy holders and proxies. Can you read that one out?

Stephen Mayne had a number of questions with a similar theme around proxy vote disclosure. The first one is around whether the Chairman will be disclosing proxy results for each resolution?

We won't be doing that. But I note that in your question that you have commented that other companies have. So next year, we'll reconsider it again.

In regards to the proxy advisers, which ones are your proxy advisers? Question number one. Question number two, did any recommend or vote against any of today's resolutions. Question number three -- and that's the summary, Richard.

I'm only aware of 1 proxy report this year, and they voted all in favor of every resolution. Anything else?

That's all we've got.

I'll now move to resolution 2, which is to consider and adopt the remuneration report. Before I put the motion forward, I would like to outline the approach to remuneration. Monash Group's remuneration framework is underpinned by key principles, including alignment of remuneration to business strategy and priorities. It's market competitive, it awards performance and is simple and transparent. It's focused on long-term sustainability of Monash, value creation for Monash's key stakeholders, the attraction and retention of our people 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 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 FY '22 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 FY '22 year include the following: As noted, in FY '21, the Board entered into a benchmarking process to comparative peers to assess executive remuneration. This benchmarking exercise identified that total remuneration sat at or below industry benchmarks, including roles performed and performance metrics. Accordingly, in FY '22, the Board agreed to increase total remuneration for the CEO, CFO and COO over time to eventually bring remuneration closer to comparative peers. Adjustments to the CEO, CFO and COO remuneration during '22 remained at or below industry benchmark, and supports internal promotion whilst ensuring key management is retained and appropriately incentivized to deliver our Vision '26 business strategy. KMP and other executives were eligible for short-term incentives, which is designed to focus on strategic objectives set by the Board for the financial year, and consists of both nonfinancial component and, being a measure of performance against our key strategic priorities, align to the '26 Vision. The financial component for KMP is the group underlying earnings per share. A nonfinancial gateway is in place whereby no STI is paid if the group's clinical pregnancy rate is below the ANZARD average for the period 1 July '21 to 31 May '22. The nonfinancial gateway was met at the group's clinical pregnancy rate, was 42.4% compared to ANZARD's target average of 39%. Following performance during the FY '22, short-term incentive payments were made to the CEO, CFO and COO, for certain achievement of nonfinancial measures. However, no STI was paid for financial measures due to nonachievement. 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 for performance rights issued in financial '20 to the CEO did not vest due to operational performance. As of 1 July '22, the Board agreed to increase the KMP fixed remuneration by 3% with adjustments to increase the at-risk component of the CEO to a maximum potential by 15% and 10% to the CFO and COO. In accordance with Section 250R of the Corporations Act, the remuneration report is put to shareholders for adoption. The remuneration report is set out on Pages 38 to 54 within the '22 annual report. The vote on this is advisory only, and does not bind the directors of the company. Are there any questions or comments from telephone participants on Item 2?

Chair, there are no phone questions.

I will now take questions or comments from holders watching online who have sent in their questions or comments in text form.

We've got no further questions on item 2.

Thank you. Then I will take questions or comments from the room. Please raise your hand and an attendant will bring you a microphone. There are no questions. I now put the resolution to the meeting, and I advise that there are 205,762,817 vote -- proxy votes in favor of the resolution, 16,156,148 proxy votes against; 491,258 open votes and 57,890 abstentions. In accordance with the authorization in the proxy form, undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I demand that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. Resolutions for Item 3A and 3B relate to the election of 2 directors: Ms. Zita Peach and myself, Richard Davis. The listing rules require mandatory reelection following 3 years from their last reelection. In accordance with the provisions of the constitution and being eligible, Ms. Zita Peach and myself, Richard Davis, offer ourselves for 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. Resolutions for item 3A relates to the reelection of Ms. Zita Peach, a nonexecutive director of the company as a director of the company. Zita has more than 25 years of commercial experience in pharmaceuticals, biotechnology, medical devices and health service industries, and has worked for major industry players, including CSL and Vice President, Business Development at Merck Sharp & Dohme, the Australian subsidiary of Merck Inc. Ms. Peach is currently Chair of ASX-listed Pacific Smiles Group Limited and a nonexecutive of the Director of the ASX-listed company, Starpharma Holdings. Zita has been very active at the Board this year and over the last couple of years. And as you know, has chaired our Rem and Nominations Committee. Are there any questions or comments from telephone participants in relation to item 3A?

Chair, there are no phone questions.

Are there any questions or comments from the telephone participants?

Chair, there are no questions.

I will now take questions or comments from holders watching online. I got that. I will now take questions or comments from the room. Please raise your hand, an attendant will bring you a microphone. There are none. So now I put the resolution to the meeting and advise that there are 221,011,614 proxy votes in favor of the resolution; 891,913 proxy votes against; 538,526 open votes; and 195,946 abstentions. Undirected proxies given to the Chair will be voted in favor of the resolution. To facilitate participation by all shareholders, I demand that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. I will now ask...

There's just 1 question come through for 3A. Could Zita and Chair comment on how they find the hybrid AGM experience? Thank you for offering shareholders a hybrid AGM this year. And will you commit to keep doing this in future years to maximize shareholder participation? Big companies and as many listed have not gone down this path and all banned online questions and voting in 2022. Well done for showing them all.

Thank you. I think like many companies that are adopting the hybrid, we're learning through the process. I mean it's not the same as having people in the room eyeballing directors, but it's the second best thing. And I think it's valuable that people have access to the directors that would otherwise not have it. Yes, it's certainly the intention to continue it. I will now ask Joe Czyzewski to act as Chair in relation to 3B, which pertains to myself.

Thank you, Richard. Resolution for item 3 relates to the reelection of Richard Davis, a nonexecutive director of the company, as a director of the company. Mr. Richard Davis joined the group in June 2014 and is currently serving as the nonexecutive director of ASX listed companies, InvoCare Limited and Australian Vintage Limited as Chairman. Mr. Davis worked for InvoCare for 20 years until 2008 and held the position of CEO and managed the growth of the business through a number of ownership changes over 20 acquisitions. If not already submitted, I would like to invite shareholders to submit any questions or comments regarding this resolution. I now put the resolution to the meeting and advise that there are 220,183,321 proxy votes in favor of the resolutions; 1,720,394 proxy votes against; 539,607 open votes; and 194,677 abstentions. Undirected proxies given to the Chairperson will be voted in favor of the resolution. Are there any questions or comments from telephone participants on item 3B?

Chair, there are no phone questions.

Thank you. Are there any questions or comments from online participants in regards to 3B? One question? No, no questions. So I got 1 -- okay. I will now take questions or comments from the floor. Please raise your hand and an attendant will bring you a microphone. To facilitate participation by all shareholders, I demand that a poll be taken on this item. And as a reminder, again, please cast your vote if you have not done so already. [Voting]

Okay. I will now return the microphone to Richard Davis, who will continue as Chair for today's AGM.

Thanks, Joe. Resolution for item 4 relates to the grant of performance rights to Michael Knaap as his annual long-term incentive grant for the year ended 30 June '23 on the terms described in the explanatory memorandum accompanying the notice of meeting dated 10 October 22. As required under ASX Listing Rules 10.14, shareholder approval is sought for the grant of performance rights to Michael Knaap. This resolution is proposed as an ordinary resolution, and will be approved if passed by more than 50% of the votes cast by members entitled to vote on this resolution. Michael will be granted 532,599 performance rights, which have been determined by dividing Mr. Knaap's LTI maximum opportunity of $535,342, the equivalent of 90% of Mr. Knaap's TFR, by the volume weighted average share price of the company's shares traded on the ASX on the 10 days following the announcement of the '22 financial results. 70% of the performance rights will be subject to basic earnings per share hurdle, and 30% of the performance right will be subject to a relative total shareholder return hurdle relative to the ASX 300 Health Care Accumulation Index, excluding CSL. Details of investing schedules for these hurdles are set out in the notice of meeting. Are there any questions or comments from telephone participants on item 4?

Chair, there are no phone questions.

Are there any questions or comments from holders watching online who have sent their questions or comments in text form?

Yes, Richard. The CEO summarized his past LTI grants as to whether they have vested or lapsed, also had he sold any ordinary Monash shares or bought any on market without relying on an incentive scheme to build his equity position in the company?

I've been involved in LTI grants. Since I joined Monash IVF, not one of them have vested yet, and I think 3 has lapsed. There is still 3 currently in trade and have not the opportunity to get access to those. In regards to if have I purchased shares, yes. I have approximately 150,000 shares. I have never sold any shares, and I purchased them out of my own, call it, my own bank account. There's no question here. There was a 10% vote against the LTI grant in proxies. Are we aware of which shareholders have voted against and what concerns they had? And we haven't been notified of that at this point.

Thanks, Michael. I will now take questions or comments from the room. Please raise your hand and an attendant will bring you a microphone. Are there any questions?

No.

I now put the resolution to the meeting and advise that there are 202,026,150 proxy votes in favor of the resolution; 19,890,555 proxy votes against; 512,158 open votes; and 39,250 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I demand that a poll will 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 share registry provider, Link Market Services, will conduct voting by way of poll. And Tim Farag of Link will act as returning officer. Votes will be counted at 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, and the poll will close at that time. Now I'd like to take the time to address any general questions or comments that have been asked by shareholders of the Board. Are there any questions online?

Yes, Richard, I have 2 questions. First one is congratulations on the recent success in recruiting new clinicians to Monash IVF. Is it true that you've been offering large upfront payments to secure these recruits, similar to what you've done for a group of clinicians in Brisbane? And there's a question for the others, but I'll pass along the initial question to Michael to answer an issue.

Just to clarify, the acquisition in Queensland was to acquire a new business, which included [ Dr. Zinner, ] and so it's not a pure doctor contracting arrangement. We have various methods of recruiting doctors and various reasons why they come to us. And so not remuneration-based, although we do have to be competitive in the market. Certainly, some people have received some upfront payments. We don't believe that they're significant by any stretch of the imagination, but that's certainly a fair price for recruiting the right culture doctors and the right experienced doctors with the right reputation.

And related to the second question, there was a question for the auditors. Could the auditors please comment on how upfront doctor payments are treated from an accounting perspective? Are they written off or booked as an asset and amortized?

I can answer that from a management perspective. They are booked as an asset and amortized over a period of the contract term, whereby those amounts paid are potentially recoverable if that term is not completed and in line with accounting standards from that perspective.

Help me with that, Chris? Yes. The auditor partners just confirmed that. Are there any other questions?

In the room? There's one more, Richard. A joint question on your name and head office. Are you licensed by the university to use the Monash name indefinitely? And do we pay for the privilege? Also, why is the headquarters in the City of Garra rather than City of Monash or even at the university? The City of Garra is a great majority council and blatantly antibusiness and the state seat of Richmond is about to draw to the Yarra Greens Council. Have we noticed any hostility to business from our local council? And are we happy with the suburb of Cremorne? That is the question.

Michael?

Thanks for that. It's a long multi-tiered question. First of all, in regards to the license with Monash, the association, ownership, that's certainly a perpetual license, which is free. So no we don't pass on any cost attached to that and license to any of that. In regards to clinics and location and location of our head office. We're about to go have our head office in Cremorne. We've chosen Cremorne for the reason we are integrating a clinic and multiple things with that, a hospital and our corporate head office. That location was selected because of its proximity that was similar to our patient base and the regions that they come from, but also the proximity of our doctors and also the proximity of our people. We don't see that there's any hostility at all for us given where we are located. And as matter of fact, we are located all around Australia and Southeast Asia, but there's certainly no hostility attached to the head office being in Richmond or Cremorne, for that matter.

Monash University?

Yes, so just repeating the Monash name, we do have a perpetual license with Monash University, and it is free of charge.

Any more questions online, verbal or written? Any questions in the room from any shareholders? Okay. Well, that brings us to the end of the '22 Monash IVF Group Annual General 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, and I now declare the meeting closed.