Nine Entertainment Co. Holdings Limited (NEC) Earnings Call Transcript & Summary
November 9, 2022
Earnings Call Speaker Segments
Peter Costello
executiveGood morning, ladies and gentlemen. As your Chairman, it is my pleasure to welcome you to the 2022 Annual General Meeting of Nine Entertainment Company. My name is Peter Costello. I'd like to start off today by acknowledging the traditional custodians of country throughout Australia and their connections to land, sea and community. We pay our respects to their elders, past, present and emerging, and extend that respect to all First Nations peoples here today. For myself, I am on the land of the Cammeraygal people of the Eora Nation. This meeting is being held as a hybrid meeting. We have some shareholders here with us in person and others participating virtually. You will be able to watch the meeting in real time, submit questions online and vote on the resolutions at the meeting today online. If we encounter significant technical problems during the meeting, we may adjourn the meeting until 3 p.m. this afternoon to ensure all shareholders have an opportunity to participate, and we'll notify the ASX if that happens. Before opening the meeting, I refer you to the disclaimer here on the screen and available through our ASX lodgement. It is now shortly after 10 a.m., and I am advised that this is a properly constituted meeting as a quorum of at least 2 shareholders for a general meeting is present in person or by proxy. I declare the 2022 Annual General Meeting open. I propose to take the notice of meeting as read. The notice of meeting and a virtual meeting guide were provided to shareholders in advance of this meeting and are also available on the company website and the ASX announcements platform. Before we start, I will deal with some mechanics for the meeting. For people participating online, at the top of the screen, you will see the meeting presenter and the presentation slides. At the bottom of the screen, there are 3 boxes. These allow you to get a voting card, Ask a Question and download documents such as the notice of meeting. If you have a question that you would like to ask today, there are a number of ways to do so. All shareholders, proxy holders and authorized corporate representatives in the room who are entitled to vote and ask questions have been issued with yellow voting cards. If there is anyone in the room who is entitled to vote and who does not have a yellow voting card, would you please see one of the Link Market Services staff at the registration table at the entrance door. Nonvoting shareholders have been issued with a blue card. If you hold a blue card, you are not entitled to vote, but you may make comments and ask questions. Red cards indicate that the person is a visitor. Visitors and media are reminded that whilst we welcome you to join this meeting, this is a shareholder meeting, and you are not permitted to make comments or ask questions. If shareholders wish to make comments or ask questions, they should raise their blue or yellow admission card. When I call you, could you please state your name, or if you're acting as a proxy, who you are appointed to represent prior to making a comment or asking a question, and please confine your comments and questions to the relevant item. For online participants, you can type the question into the online platform. To do this, click, Ask a Question and follow the props. There is a limit of 512 characters for written questions. Questions that are relevant to the business of this meeting will be read allowed to me by the company's secretary when we are at that item of business. We may aggregate questions if we receive multiple questions on the same topic. All voting will be by poll, and I declare the poll now open. You can lodge your vote at any time during the meeting. If you did not cast your vote prior to the meeting, you may cast a live vote at any time now using the online platform, or for people in the room, by completing your voting card and giving it to Link, the returning officer for this meeting. Link will collect voting cards in the room after discussion on all agenda items. Voting on the online platform will close 5 minutes after the close of the meeting. I will remind you of this at the end of the meeting. You cannot cast a vote over the phone. If you experience any difficulties using the online platform, a help line number is displayed at the top of the page. Please ring 1-800-990-363. Now let me introduce you to the people who are with me this morning. We have Catherine West, Independent Nonexecutive Director, the Chair of our People and Remuneration Committee and a member of the Audit and Risk Committee; Mr. Andrew Lancaster, Nonexecutive Director; Sam Lewis, Independent Nonexecutive Director, Chair of the Audit and Risk Committee and a member of the People and Remuneration Committee; Mickie Rosen, Independent Nonexecutive Director; Mike Sneesby, our Chief Executive Officer, who will address the meeting a little later; and Rachel Launders, our General Counsel and Company Secretary. A number of our company executives are also present, including our Chief Financial Officer, Maria Phillips; Michael Stephenson, our Chief Sales Officer; and Matt Stanton, our new Chief Strategy Officer. Chris George and Simon Hannigan from Ernst & Young, the company's auditor, are also available to answer questions regarding the audit at the appropriate time. I come now to the Chairman's address. Financial year 2022 was a very successful year for Nine. The quality of our content delivered through the unique combination of our platform assets led to strong audiences, revenue and profitability. Across the year and across all of our businesses, Nine built on its positive momentum and reported noticeable progress against the company's objectives. In particular, we continue to build a digital future. Nine reported strong profit growth for the financial year with group earnings before interest, tax, depreciation and amortization before specific items up 24%, and net profit after tax and minorities up 34% on the previous financial year. There was a recovery in our traditional advertising markets, and digital earnings grew very strongly, growing by 43% and now accounting for more than half of group EBITDA. Subscription now contributes 32% of revenues. Across the financial year, Nine announced dividends of $0.14 per share, up 33% on last year and consistent with our stated policy of a 60% to 80% payout. In the light of this strong result and the Board's ongoing focus on capital management, in August, Nine announced its intention to conduct an on-market share buyback of up to 10% of issued capital. To date, Nine has purchased just over 10 million shares on the market. This initiative reflects the company's strong performance and balance sheet and leaves us with the capacity to maintain a dividend payout ratio of 60% to 80% through the cycle as well as invest in further strategic growth opportunities, both organic and inorganic. Content is the key to Nine's business. Across the year, Nine's total television business, that's both free-to-air and BVOD, talk radio stations and metro mastheads attracted the leading audiences in their respective target markets. This success reflects our deep understanding of our audiences and what they want as well as our recognition of the changes in the way this content is being consumed. The advertising market was consistently strong across the year and remained remarkably resilient against the backdrop of global conflict and local economic challenges. Underpinned by our content performance, Nine held or gained underlying revenue share in these buoyant market conditions. Across the year, Nine also remained focused on its long-term objectives of growing the Nine business and reweighting it towards its digital future. The growth in 9Now and the initiation of significant revenue from the digital platform is a testament to the success of this focus. In addition, we have extended Stan's investment in live streaming successfully differentiating our subscription video-on-demand platform from the plethora of other international services. We have built -- we have the benefit of a strong balance sheet and cash flow which during the year enabled us to continue investment in the future of our business. In addition, we decided to support Domain's acquisition of Realbase, which we believe adds a crucial element to the group's marketplace strategy. As a group, we are committed to ensuring trusted journalism remains available for all Australians through our investment in news and current affairs across all of our platforms. And during 2022, this commitment was tested. In May, the New South Wales Supreme Court issued an extraordinary order requiring Nine to hand over copies of an upcoming television program and newspaper investigation to an interested party before the content had been published or even completed. The decision was overturned on appeal, but developments like this could severely hamper investigative journalism by allowing an agreed person the opportunity to edit stories or at least delay publication of significant stories. Nine's team of journalists across all our key platforms have successfully brought many stories the public interest to the fore over the past few years, and we are committed to continuing to do so in the future. We believe society generally benefits from free speech, which should be subject to few, clear and circumscribed exceptions. We are hopeful that the most significant disruptions due to COVID are now behind us. Our employees have proven committed and resilient through this period, and we are pleased that the operating environment is now finding its new normal. These past few years have given us the opportunity to challenge previous paradigms and ensure we are the employer of choice in the media sector. One of the ways we did this was to recognize our employees with a one-off recognition bonus of $1,750 at the close of the financial year. This year, we completed our initial materiality assessment and environmental, social and governance policy. Sustainability is an overarching concept, the focus of which will differ in different companies, but it is designed to make sure that short-term business practices are consistent with long-term company aspirations. We are committed to continuing improvement in this area. Ensuring the safety of our employees is a challenging but vital part of our business. Our journalists and staff come under enormous pressure as they gather and bring to publication stories on tight deadlines and sometimes on hostile subjects. We are extremely aware that this is a demanding task, which has a large impact on them and also on our ability to maintain important news gathering services. We are constantly assessing and mitigating these risks, and the Board has an active participation in these discussions. In addition, our people often work in complex political environments that adds to the pressure. This year, a number of our staff and some of our directors, including me and the CEO, were banned by the Russian Ministry of Foreign Affairs for a Russiaphobic agenda. I can assure you there is no such agenda, just a commitment to report facts as accurately as possible. During the year, we renewed key agreements with the NRL as well as content providers, Sony and Starz-Lionsgate. Nine's success is built around strong partnerships with long production -- with local production houses, international content suppliers, sporting bodies as well as our audiences and advertisers and of course, our shareholders. The last financial year marked the first full year for Mike Sneesby in the role of CEO. Mike has brought an increased focus on the growth engines of the company and developing its digital future, with the insights that he gained in his previous role as CEO of Stan. I'd like to thank Mike and his leadership team on behalf of our Board and all shareholders for ensuring the ease of his transition and the continued momentum of the business. The Board itself has worked cooperatively and given me great support. Prior to this meeting, Nick Falloon advised his intention to retire from the Board of Nine. Nick has been a valuable member of our Board since the merger with Fairfax in 2018 and of the Fairfax Board before that. I would like to thank Nick for his commitment to Nine and also Domain where he will remain Chairman. As a result, we will be looking to appoint an additional director to the Nine Board over the next 12 months after completing both a thorough review of current director skills and a subsequent search to identify the most suitable candidate. We are excited about our business. We believe we have the preeminent suite of media assets in Australia. All of our businesses have strong market positions as well as opportunities to grow. Through these past 2 years, we expedited the expansion of our business into digital platforms. We further enhanced our competitive position. Nine will be instrumental in molding and determining the future of Australia's media. I thank you for your time, and I will now invite Mike Sneesby, our CEO, to say a few words.
Michael Sneesby
executiveWell, thank you, Peter, and good morning, everyone. It is great to have everyone back in person this year in the studio here at Nine. 2022 has been a record year for Nine. Record revenue, EBITDA, earnings per share and dividends. For the year to June, Nine reported group revenues of $2.7 billion, up 15% on the prior calendar period, and group EBITDA before specific items of $701 million, up 24% on FY '21. Group net profit after tax and pre-specific items was $349 million for the year, which was up 34% on financial year '21 and more than double the result of financial year '20. As a result, our cash flows and balance sheet are strong, with leverage at June 30 of just 0.3x. This, coupled with our confidence in outlook for our business, underpinned the decision to announce an on-market buyback of up to 10% of issued capital, which we commenced in mid-September and have consistently executed since then. We have recently paid a final dividend of $0.07 for a total FY '22 dividend of $0.14 per share. Behind that record result were some standout highlights. Record profit for total television, notwithstanding key events on other networks; a massive 53% growth in Publishing as the business re-bases to a higher level; continued recovery in radio with clear share gains in a stronger market; and a stronger underlying profit performance at Stan, whilst making significant investments in growth through sport and originals; and 38% growth in ongoing EBITDA at Domain. I would like to thank and congratulate the team at Nine on this exceptional result. They're focused on the priorities that drive revenue and growth opportunities across the business, whilst remaining disciplined on cost management. All of the key divisions contributed to the EBITDA result of $701 million. Nine reported Broadcasting EBITDA of $401 million, up 21%. This includes Nine's total television business as well as 9Radio. Total television revenue growth of 10% to $1.3 billion reflected strong growth in both Nine's free-to-air and BVOD revenues, with digital revenues accounting for around 13% of the total. EBITDA of $386 million was up 19% on the prior fiscal year. The Metro Free To Air ad market bounced back strongly across the year, resulting in total market revenue growth of 12% for the year, inclusive of the positive impacts of the Summer Olympics in the first half and the federal election in the second half of the financial year. Nine's free-to-air revenues were more than $1.1 million, representing growth of 7% on the prior calendar period and a share of more than 40% in the second half. These results reflected Nine's strong ratings performance, particularly main channel, prime time, where excluding the Olympics, Nine maintained its lead in its targeted 25 to 54s demographics, 4.1 points ahead of the second placed channel. Free-to-air costs were 5% higher with more than half of this increase relating to the normalization of some COVID-related cost relief in fiscal '21. Overall, EBITDA from Nine's broadcast television business totaled $285 million, up 14%. Nine's live streaming and catch-up business, 9Now, had an exceptional year, growing its revenues by 41% and EBITDA by 37% to $101 million. 9Now recorded growth in all key metrics, and remains central to the future and growth of our total television business. 9Radio continued to outperform the market as they focus on sales strategy and execution, capitalizing on their strong audience results and the benefits of being part of the Nine Group. Nine's radio audiences grew by 10% across the year, resulting in 14% growth in advertising revenues, well ahead of market growth and resulting in EBITDA growth of more than 80%. Momentum remains positive at Stan with subscriber growth across both entertainment and sports. EBITDA of $29 million reflected a period of strategic investment, both in Originals to diversify Stan's content sources and build a long-term library asset; and in live content, primarily sport as a key differentiator to other entertainment-based streaming platforms in Australia. Nine's Publishing business recorded 53% growth in EBITDA to $180 million in fiscal '22. Our combined Publishing business now drives more than 60% of its revenue from digital sources and more than 37% from subscriptions and licensing, both key to the longer-term growth of the business. Digital subscription and licensing revenue grew by 66% to more than $170 million across the year, with digital subscriber numbers growing across each of the Herald, The Age and the Australian Financial Review, augmented by the first payments from the digital platforms. Nine also recorded strong growth in advertising revenue across both digital and print. In financial year '22, Domain reported 38% growth in ongoing EBITDA, a result which reflected the group's success in driving its marketplace strategy as well as the ongoing strength in the property market. The 24% growth in digital revenues was underpinned by residential with 9% growth in national listings volumes, coupled with a 14% increase in controllable yield. During the year, we supported Domain's investment in Realbase, after which 9Now holds a stake of just over 60% in Domain. Be it news, sports or entertainment, Nine's focus is on creating amazing content. We are the only media company in Australia to have distribution capability across broadcast TV, radio, streaming, publishing and consumer marketplaces, with established brands that Australians trust. We continue to focus on digital growth opportunities. Across the year, we reported strong growth in revenue and EBITDA from our digital businesses, 9Now and Stan as well as digital components of Publishing and Domain. Digital revenue increased by almost 30% to more than $1.1 billion, while EBITDA grew by 43% and accounted for more than half of the total group EBITDA. This focus on digital growth is key to Nine's longer-term strategy, to use Nine's leading content to deliver increasingly diverse revenue streams from both consumer subscriptions and advertising across all available distribution platforms. Nine's total television business is perhaps the best example of this and represents a great opportunity for Nine. Key to Nine's total television proposition is the performance of our content, which continues to lead the market in our targeted 25 to 54 demographic. 9Now is fast becoming Australia's preferred way to consume live television. Smart TVs are now almost ubiquitous across Australian households, and the option of live streaming our programming is seamless. Same TV, same content, but now a better-than-broadcast experience in terms of quality and a markedly enhanced advertising proposition. In terms of audience, I'll share a couple of data points. For the NRL grand final in September, more than 14% of total TV audiences live streamed the game through their 9Now app. That's up from 10% in 2021. The latest season of The Block finished on Sunday night, after 14 weeks, with almost 2.6 million Australians watching the contestants take away almost $2 million in prize money. In the all-important 25 to 54s demographic, The Block attracted a phenomenal 1.1 million Australians, more than double the audiences of the commercial networks combined. For the 2022 season of The Block, year-on-year average audiences across Australia were also up around 3%. Whilst free-to-air audiences were broadly flat, it was streaming through 9Now that drove this year-on-year audience growth. Across the season, average audiences on 9Now grew by 26%, with 9Now accounting for 16% of total people watching the show. With the recent upgrades to technology, 9Now is delivering on its better-than-broadcast promise, better picture quality, superior navigation and user-friendly functions, including the newly introduced start over function, enabling a viewer to tune into the start of any live show regardless of the time. The total TV proposition offers a unique advertising opportunity with both mass market and targeted advertising propositions. The latter augmented by Nine's pool of more than 21 million registered and deduplicated users. The thing that makes Nine's television business truly unique is the continued success and scale of Stan, our established subscription video-on-demand service with around 2.5 million active subscribers and a reach of over 7 million subscriber accounts, consistent and profitable. Across all of our television platforms, there is a home for every genre of content and the ability to work together to maximize the impact of that content. Free television has historically been the natural home for news, sport and reality, while streaming has been filled with scripted content, primarily sourced from big studios. That paradigm is evolving. Over the past couple of years, Stan has been focused on differentiating its content proposition and reducing its reliance on third-party content with the successful expansion of originals and the extension into live events, most notably sport, 2 key pillars of this strategy. The Stan original slate has proven to perform strongly compared with licensed content through studio output deals, with Stan's original programming, accounting for 6 of the top 10 most viewed feature films, and 4 of the top 10 most viewed feature films over the past 24 months, whilst also building a long-term content asset. Every Stan original scripted series made to date has been distributed in international markets as a result of either coproduction arrangements or distribution partnerships. Stan Sport has also brought incremental subscribers to Stan, representing a committed and higher-value audience, on average, generating 4% higher entertainment ARPU than an entertainment-only subscriber. It has also enhanced our company-wide relationship with the sporting bodies, and many of Stan's key sports are already positive contributors to the profitability in their own right. This is the future of our business, taking our premium content into the digital world, ensuring we can capture audiences and advertisers alike across all available distribution platforms, and we are well progressed with significant potential ahead across all of our businesses: television, radio, publishing and marketplaces. During the year, we invited all of our people to join a conversation about Nine's purpose and values. The timing of this was especially pertinent. Coming off a couple of years where COVID interrupted the way our people traditionally operate. It was inspiring to witness firsthand the engagement and clear passion demonstrated across all parts of our business, right across the country as our team brought Nine's purpose and values to life. The expression of purpose is a powerful statement and contains some aspirational goals. We shape culture by sparking conversations, challenging perspectives and entertaining our communities. We bring people together by celebrating the big occasions and connecting the everyday moments. Australia belongs here. Being clear and aligned on the purpose and the values of our organization that unite us provides a framework for a high-performance culture at Nine, crucial to our long-term success. Moving now to current trading. Across Nine's wholly owned operations, operating performance for the first half is expected to be broadly in line with previous guidance and company expectations. Across all of our advertising-driven businesses, total television, publishing and radio, Nine believes it has gained share in the first half, and that in FY '23, we expect Nine's advertising revenues to outperform the markets in which we operate. The Nine Network and primary Channel Nine will once again win the ratings in all of our targeted demographics, 25 to 54s, 16 to 39s and grocery buyers with children for 2022. Reflecting the strong ratings performance, Nine's total TV revenues finished Q1 up around 9% on Q1 of FY '22, driven by growth in both Nine Network and 9Now. In the December quarter, Nine is expecting total TV revenue growth in the low single digits, underpinned by ongoing growth at 9Now. Nine continues to expect total television cost growth in FY '23 to be similar to FY '22, around 7%, with an increased weighting to the first half due to one-off events like the World Cup Cricket, the coverage of the Queens funeral as well as the adoption of the U.S. Open and timing related to the broadcast of Ninja Warrior in 2022. Nine's radio ratings and audiences have been strong with our talk network achieving its best ever results in recent surveys. In quarter 1, ad revenue growth totaled around 18%. We expect the radio ad market to grow in the mid-single digits on a percentage basis in the first half, with Nine expected to record some clear share gains. Double-digit revenue growth in quarter 1 at Stan primarily reflects increased ARPU, including the entertainment price increase implemented through August and September. Nine continues to expect to report revenues and EBITDA growth in Stan in FY '23 over FY '22 with more balanced phasing in EBITDA than in FY '22. In Nine Publishing, in the September quarter, subscription revenues grew in the mid-single digits, with double-digit growth in digital offsetting print. Total advertising revenue across digital and print also recorded double-digit growth. Nine is currently expecting publishing revenue growth in Q2 to be slower, reflecting the broadly uncertain economic conditions. Higher wage, paper and distribution costs, including fuel, will impact on both half 1 and FY '23 overall. As Domain disclosed at its AGM yesterday, in the September quarter, digital revenue grew by around 24% year-on-year. However, the flow-through effect of the recent interest rate hikes on the housing market is clearly impacting on the spring-selling season with current market conditions trending well below expectations, particularly in the inner metro areas. Reflecting these more challenging market conditions, Domain is currently reviewing its previous cost guidance. As a result of the impact of the softening housing market on Domain, Nine's first half EBITDA before specific items is now expected to be around the low end of the guidance cited in August, $380 million to $400 million. At this stage, Nine believes it's too early to give guidance for the FY '23 result. Nine remains confident that the diversification and balance of its earnings profile across growth, subscription and advertising-based businesses will ensure ongoing strong profit and margin performance with almost half of Nine's revenues coming from outside of the traditional advertising cycle. I would like to thank the entire team at Nine for their commitment, insights and tireless application this year. I'd also like to thank the Chairman and the Board for their guidance and support. I'll now hand you back to Peter.
Peter Costello
executiveThank you very much, Mike. I will now turn to the formal business of today's meeting, at which time, Mike, the other directors and I, as appropriate, will be available to respond to questions. Can I remind you that only shareholders and proxy holders holding blue or yellow voting cards or logged into the online platform are entitled to ask questions. Where undirected proxies have been given to me as the Chairman of the meeting, I will vote in favor of the resolution to the extent permitted. And during the meeting, we will display on the presentation slides the number of direct and proxy votes received prior to the meeting on each resolution. A voting exclusion is in place for resolution 1 relating to the remuneration report and resolution 4 relating to the grant of performance rights to Mr. Sneesby. Any vote in favor of the resolutions by or on behalf of a restricted voter has been and will be excluded. The first item of business in notice of meeting is to receive and consider the financial report of the company for the year ended 30 June 2022. Together with the director's report and the auditor's report as set out in the annual report. Please note that there is no voting applicable to this item of business. Mr. George and Mr. Hannigan from Ernst & Young are with us today and questions relevant to the conduct of the audit, the preparation and content of the independent audit report, the accounting policies adopted by the company and their independence in relation to the conduct of the audit may be directed to them through me. Mr. Sneesby has already spoken about the FY '22 results. So I will now open the floor for questions and discussion in relation to the financial report, the director's report or the auditor's report. I will take questions from the floor first.
Peter Costello
executiveThank you, sir.
Unknown Attendee
attendeeI would like to congratulate you and the management with the great results. Under your management, we become the most powerful network in Australia. So I can't understand why our share price still lagging.
Peter Costello
executiveYes, it's a good question. We had a very strong financial year ending 30 June, and we paid a record dividend. I think that our share price has been affected like most of the rest of the market. With the emergence of higher inflation and higher interest rates, asset prices have come down. And our share prices have come down significantly with that. Secondly, there are some people who think that Australia may be going into leaner times, recession. Some people talk about recession, and they're looking at forward earnings, and they're thinking that consumer stocks, like ours, or I think we'd be mainly seen as an information or consumer stock, might be affected by that. And so they're looking forward. So I would say to you that these are mainly macroeconomic factors rather than anything specific to Nine. We acknowledge that the economic condition is going to be harder in the next year than it was in the last year. So we're just working even harder to make sure that we keep those dividends flowing. Yes?
Unknown Attendee
attendeeThank you, Mr. Chairman. And Mr. Chairman, I'm looking at Page 116 in regards to accumulated amortization and impairments. That's impressive that there hasn't been an increase, and it just remained constant, whereas our revenues have increased. Can you make a comment in regard to that? And also, we've recorded the impairment losses of 9Radio of $61 million. What's the cost of maintaining those assets?
Peter Costello
executiveWith the impairment, each year, you have to look at how much you're carrying the value of an asset on your balance sheet. And we essentially do a DCF model looking forward to see whether or not that value is right, and we make sure that we adjust it as a result. In relation to radio, radio has been down a little bit through the COVID period. We think mainly because a lot of radio advertising is local advertising. National advertising was stronger than local advertising. And so that affected the cash flows and the revenues in radio, and that has to be taken into account in the impairment model. On the amortization, I don't know that I can say anything more specific other than to take your congratulations and say we work hard to keep costs down and get revenues up. Thank you. Yes?
Unknown Attendee
attendeeI'm a former Labor member of Parliament. As you know, Peter, we were in the Parliament part of the time together. I was in the other chamber compared with you. So people understand I'm a Labor Party supporter for 50-odd years. Secondly, I've been a member of the Australian Journalist Association and MEAA, the union that covers our industry for 52 years and that conflict of it. Finally, I am a registered lobbyist, not in -- never been employed and never sought to be anywhere in the -- in this industry of media, et cetera, but I am a registered lobbyist. The question I want to raise is a personal one. I saw the publicity earlier this year about the statement by Mr. Packer that he paid you something like $300,000 way back in the early part, when it was Fairfax, not Nine, et cetera. And he stuck to what he said. I noticed the company put out that there was no lobbying or whatever. Irrespective of any argument about that, I just have to say, Mr. Chairman, I do not think that in this particular company, which covers reporting on all businesses in our business pages and has standing, and you might say, people accept what we print in the Fin Review, the business pages or The Age and The Sydney Morning Herald, we have standing and quality, right? I think it's therefore important that the Chairman of the company and other directors, at very least, declare beforehand or appropriately that they have these other employment or receiving remuneration. I think for the future, I would urge you very strongly not to do whatever the payment is, and Mr. Packer can claim what he wants. You can put your view that he's wrong. Maybe you might take a legal action against him, et cetera, but I'm not automatically saying lawyers should get in on the act. But I do think it's important for the standing of the company that our special, which you have mentioned to you and the CEO, has real standing in the community of what we deliver. And you mentioned a lot of controversial issues have been published, TV, radio, the newspapers, which all sides of politics have felt bruised about or in the broader community. I want that to continue because that actually gives quality and standing to the company. So I want that...
Peter Costello
executiveThat's a fair point.
Unknown Attendee
attendeeNow we've got a couple of little points.
Peter Costello
executiveOkay. I'll just respond to that. And I'll just make this point that I have been -- and this is disclosed in my biography, involved in mergers and acquisitions in the private sector. And in fact, as I disclosed publicly, I was an adviser to CPH, the private company, in 2011. Now bear this in mind, I didn't come on the Nine Board until 2013. And that was over. I was not an adviser. There was nothing to declare at that point. And I became Chairman in 2016. And I can assure you of this, Chris, that I'm thoroughly independent. And you saw the evidence of that in relation to the expose in relation to Crown Casino. That might be what's motivating this whole thing.
Unknown Attendee
attendeeI'm not defending of Mr. Packer. Let him take his own bruises. That's his problem.
Peter Costello
executiveGo to your other issues.
Unknown Attendee
attendeeYes. Thank you for that. A question here about the share price. I just look back over the phone. The capitalization of our company is about $2.5 billion. Our main competitor, the News Limited, is about...
Peter Costello
executiveI'd say $3.5 billion.
Unknown Attendee
attendee$3.5 billion, sorry, $13 billion around is News Limited, et cetera. They've just been on a survey so the least trusted news organization according to the Morgan poll. I don't know where we rated, but clearly above that, et cetera. The capitalization, long term, at around this level, I think, means that the company is always vulnerable to people to make a move against us, to private equity firms, et cetera, et cetera. So the only way to stop that, get the share price up. The capitalization, the value of the company, I think there's something a bit odd in the market that with what you've been outlining in the last 12, 18 months, despite COVID, the valuation, the share price should have gone up much more than it has. It's actually gone down a little bit. So I -- my main concern is that this valuation, this company is somewhat vulnerable despite all its potential. And that, and I don't ask you to say other than, yes, you'd probably agree, you'd like to see it at a higher value on -- as a capitalization level.
Peter Costello
executiveWell, that's a good question because you gave the question and the answer. I agree with your answer. The only other thing I'd point out is that we are doing a capital -- a share buyback, right.
Unknown Attendee
attendeeI will come to that.
Peter Costello
executiveAll right. You came to that.
Unknown Attendee
attendeeOn the share buyback, I'm, by and large, not overly enthusiastic as more as I've looked at share buybacks. The simplest way to improve the value of your share is going up is to reduce the number of shares, not automatically on the performance in the broader marketplace. And that's very simple. Okay. We'll have a buyback. The share price must go because less shares. One of the questions I was going to say about the buyback. In the remuneration report, we should exclude the share options and the renovation to senior executives that the share price has gone up and exclude what the buyback has done because that's a very easy way to improve the value of the share, which then the -- irrespective of what else we're doing. So that's a matter for the company. The longer I've seen buybacks, it's always a simple thing to do to get the share price up because you reduce the number of shares. I don't think it automatically should be the main thing we do to get the share price up. I have one other question in this area is about circulation, which is a South Australian angle, which I...
Peter Costello
executiveAll right. Can we come to that in general business, the circulation? I'll answer the share bit. It's not necessarily the case that buying shares always pushes you up because you've got to bear this in mind that the company has to expend money to buy the share, and that either comes out of capital reserves or it gets added to debt, or it could come out of dividend. So it's -- and I don't think we would say we're buying shares at all to get the price up. What we think is that we have very low gearing levels. We have looked at the landscape. We do not see a better alternative at the moment than to invest in our own shares. We think this is a good use of capital. That's why we're buying share back. That's why the share buyback is occurring. It's not to move prices. I agree with you. I think that's very short-term thinking. It's because we think this is the best use of our capital at the moment. Our gearing ratios are so low that we can afford to raise them, and we're taking a moderate investment in our own company.
Unknown Attendee
attendeeI should have asked -- is there any evidence because of the valuation is lower than we would like of short selling against us in the marketplace. And as that monitored they have to when people land borrow shares and then force the price down so that they make a profit at the expense of the valuation of the company. Is there any evidence...
Peter Costello
executiveThere would be short selling in our stock.
Unknown Attendee
attendeeBut do we monitor that?
Peter Costello
executiveYes, we do. To the extent you can, yes, we do. There would be. I mean they're short-selling in every stock on the ASX. And that's quite legal. And we do monitor it is the answer to your question.
Unknown Attendee
attendeeAnd there's nothing that happening at the moment that the Board is receiving...
Peter Costello
executiveNothing that we would regard as particularly worrying. No.
Unknown Attendee
attendeeOkay. Thank you.
Peter Costello
executiveIt's always there. Yes? Okay. He's pretty still general business.
Unknown Attendee
attendeeI'm Don Adams, I'm representing Australian Shareholders Association, and I'm carrying proxies today for 58 retail shareholders, which is an increase for us at Nine. I wanted to ask you about gambling advertising. What steps is Nine taking to perhaps control gambling advertising, particularly on programming across all media, but particularly on programming, which may be particularly attractive to children, such as sport.
Peter Costello
executiveI might ask Mike to come in here, but there's regulation on the times that you can show gambling, and we adhere to that regulation.
Michael Stephenson
executiveYes. Look, I think it's obviously become a subject that has garnered more media attention recently, given the activities in the market. But I think suffice to say that the government does regulate the kinds of advertising that we can put on to our networks or onto our platforms. And Nine engages proactively with the government and with the industries that are impacted by that in the formulation of those regulations. So it's not up to Nine specifically to drive the outcome. But certainly, we engage positively to look for solutions that have the right impact socially.
Peter Costello
executiveOkay. Okay, you're going to have one supplementary then one to this gentleman again. We might have to go online.
Unknown Attendee
attendeeA quick one about Stan Sport. You mentioned Stan is live streaming. Is that pretty much restricted to Stan Sport? Or is there a lot of live streaming elsewhere on Stan that I haven't found? And Mike, I think, said that Stan Sport was showing positive contribution to EBITDA in some parts. How is Stan Sport doing overall?
Peter Costello
executiveYes. So let me -- so the first question, let me answer the positive contribution clarification for you there. We look at each sport that we acquire, the cost of those sports rights against the revenue that it generates from the subscribers that are attributed. So that comment refers to the fact that some of the sports that we've acquired are already delivering a positive contribution where the subscription revenue is greater than the cost of the licensing and production of those sports. So usually, it takes time and investment to make your money back. And we've already had very positive outcomes in terms of the sports that we've acquired. All of them are performing at or better than the expectation when we acquired those sports and we put our business plans together. Your other comment in relation to live streaming. It is primarily sport. And the comments about other live streaming does point to the fact that we will look for other opportunities for live streaming outside of the sports base and potentially in entertainment or other genres that make sense in the live environment. Your last question, sir.
Unknown Attendee
attendeeOkay. I've probably got 2. Basically, first of all, with intangible assets, it says here on Page 121 that it's got a final life amortized. What intangible assets do you consider to be infinite and not prone to disruption? And also, what are your views with NFTs and digital assets? Because at Nine, we've got assets such as the NRO that can be -- that can have a use case of NFTs, selling of digital assets.
Peter Costello
executiveSorry. What's the question about the NRO?
Unknown Attendee
attendeeThat we can use them to sell NFTs and mint them.
Peter Costello
executiveDo you want to make a comment?
Unknown Attendee
attendeeNonfungible tokens.
Michael Sneesby
executiveYes, what I would say is we've experimented with NFTs in limited parts of our business. But certainly, as we operate today, we don't see that as a big part or a big opportunity for creating asset value. But we have been experimenting with the technology and the concept to make sure that we do understand the category as it develops.
Peter Costello
executiveAre there any questions online?
Unknown Attendee
attendeeWe have one question from Stephen Mayne for the auditor. We report receiving tens of millions of dollars from Google and Facebook, but are not allowed to disclose the exact amounts due to highly restricted nondisclosure agreements imposed by the tech giants. Could the auditors explain what they know about the payments and where they're hidden in the accounts to satisfy the secretive demand to the tech giants? Have they cited the contracts? Also, could the CEO comment on whether we'll be receiving an increased amount from Facebook and Google in '22, '23?
Peter Costello
executiveDo the auditors wish to comment? Maybe we should bring the mic in, please?
Unknown Attendee
attendeeYes. Thanks, Peter, and thank you for the question, Mr. Mayne. I can confirm that we have read the Facebook and the Google contracts, and we're satisfied that the amounts that have been recorded as revenue are appropriate for the year. I'll let management comment on where those amounts are disclosed in the accounts. But from our perspective, they have been appropriately accounted for.
Michael Sneesby
executiveYes. I mean, for the location accounts, for the most part, they are within the Publishing business as part of our revenues in the subscription space. The other question I might just pick up, which I think was directed at me in relation to the forward level of those payments, the deals with both Facebook and Google that we have announced publicly, previously are essentially a flat revenue stream for us over the duration of the agreements.
Peter Costello
executiveAnd whether they go up or whether they go down, essentially will depend on whether they're renegotiated and on what terms.
Peter Costello
executiveAll right. We'll now move to the next item of business. The next item of business, resolution 1, is the adoption of the remuneration report. Votes received on this item of business are shown on the screen. The annual report for financial year ended 30 June 2022 contains the remuneration report, which sets out the remuneration policy for the company and its controlled entities for the financial year and reports on the remuneration arrangements in place for directors and senior management during that period. While the vote is advisory only, the Board will take note of the result of this vote as it reviews the company's remuneration policy and practices in the future. The company's overall remuneration philosophy is to provide a clear link between shareholder returns and executive remuneration. In developing executive remuneration arrangements, the Board has sought and will continue to seek input from external parties, including remuneration advisers, proxy advisers and shareholders. The company's remuneration structure and policies are designed to help build and retain a talented and motivated leadership team to deliver growing and sustainable total returns to shareholders. With respect to our short-term incentive arrangements, the EBITDA target must be satisfied for 50% of an executive's potential STI to be paid, with the balance depending on achieving personal objectives relevant to the executive's role. The EBITDA target for the year was $596.9 million, which was exceeded. So the financial component of short-term executive incentives was paid at the maximum level. Individual measures were mostly achieved at above target levels, resulting in an overall STI outcome at above target levels. This reflects the company's strong performance over the year to 30 June '22. During that financial year, performance rights were issued to a number of senior executives under the long-term incentive scheme. These performance rights will only vest if targets relating to cumulative earnings per share growth and total shareholder return are satisfied over the period to June 2025. It is fair to say the targets were set to be a stretch for the business to achieve. So if rights vest in 2025, it seems likely shareholders will have enjoyed excellent returns over that period. The performance rights issued in FY '20 were tested over the 3 years to 30 June '22 against challenging targets set 3 years ago. The relative total shareholder return target was not met. So half of those performance rights lapsed. The remaining performance rights were tested against the earnings per share growth target. Earnings per share growth exceeded the target. So 50% of the total rights granted in FY '20 have vested. Also, in the financial year, nonexecutive director fees were increased. This was the first increase since February 2017 when fees were reduced. The increases reflect the results of a benchmarking exercise against comparable companies. At this stage, I would like to introduce Catherine West, who is the Chair of the People and Remuneration Committee. I'll be pleased to take any comments or questions you may have in relation to director or executive remuneration policies or the remuneration report. I'll take questions from the floor first.
Unknown Attendee
attendeeThank you, Mr. Chairman. As you know from our previous discussions, there's a couple of aspects of remuneration policy that the association is not particularly happy with. One is that more than 50% of STI is paid in cash. We prefer to have more than 50% of STI paid in deferred equity; and the other is the 3-year vesting period for long-term incentive. We prefer a 4- or 5-year incentive. I'm wondering if other people in the market are commenting in these lines. And if so, would you be considering a review of remuneration policy in the next year?
Peter Costello
executiveNo. I'm aware that you've raised that with me and I think we've had robust discussions about it. I wouldn't say that there are a lot of other people who take that view, no. And I think if you look at the proxy votes in relation to this resolution, that bears it out. Yes?
Unknown Attendee
attendeeOh, me, okay. Thank you, Mr. Chairman. With regards to your long-term incentive, I announced that 20% is allocated to strategic and transformation objectives. Why isn't that at 40%? Wouldn't that emphasize Nine's focus on long term instead of earnings per share growth for total shareholder return. Why shouldn't we concentrate more on strategic and transformation objectives since we are moving towards digital?
Peter Costello
executiveWell, look, we have short-term incentives. That's largely EBITDA and KPIs. We have long-term incentives, which is EPS and TSR. And we have this digital incentive as well. And the digital incentive is to move our company to its digital future. We think each of those test different things. And you've got to have an emphasis on all of them. And we think that, that's an adequate awaiting. At some point, we will be a digital company. And then the interesting thing will become what we do with that digital transformation incentive. Are there any questions online?
Unknown Attendee
attendeeThere are no questions online.
Peter Costello
executiveGood. Yes?
Unknown Attendee
attendee[indiscernible] remuneration report. But I will abstain, by and large, over the last few years, even before COVID kind of the view that I was not overly happy with the whole concept of the way remuneration report. In our annual report, one of the biggest sections of our business -- of the document is explaining the remuneration report. That's the same in most companies because of the way you've got to go through endless sort of advice, et cetera, about it. I think that it looks like an undue weighting about the activities of companies about the remuneration report. And I've been to other companies where, I think, one chairman of the bank said, he couldn't understand -- he's no longer at that bank, but he as chairman could not understand the mathematics or the remuneration report. He said the Board met for several hours, and most of them said, no, we can't quite work this out, how you shareholders are working it out, et cetera. So I've come to a view that the performance, I agree with the Shareholders' Association partly, but I'm not going to vote against it, but I'm now taking a view, by and large, I won't vote for it, I'll just abstain. And I'm a very, very small shareholder. So I would like kind of effect the staff, et cetera. The increase in the directors' fees, can you just tell us -- remind us what that was again? It went up from what to what?
Peter Costello
executiveWe cut them in 20% -- what did I say, '17. I think by 20%, we brought them back up 10%.
Unknown Attendee
attendeeTo what level? How much is -- without the subcommittees, how much does a director now get paid?
Peter Costello
executiveWell, I'll ask them to pull that out of the report. It's around $100,000?
Unknown Attendee
attendeeYes. It's $140,000 and...
Unknown Attendee
attendee$140,000. Do you get extra payment by serving on the subcommittees of the Board?
Unknown Attendee
attendeeYes.
Unknown Attendee
attendeeAnd that means some people on the Board get up to $200,000. Would that be correct?
Unknown Attendee
attendeeAbout $180,000.
Unknown Attendee
attendee$180,000. I have to say, for ordinary people, $180,000 is a large amount of money. For the responsibility directors take on, I'm not going to argue against it. I think you've been conservative what you did in the past, Mr. Chairman. But I always -- a lot of people will say, gee, what do they do for $180,000 a year. Well, you've got a chance of being wrapped over the knuckles by the regulator, if you get it wrong, blah, blah, blah, and people get sacked and all of that stuff. So I'm not going to argue against it. I just think it's on the record of what people are earning, and I'm not going to argue against it fairly.
Peter Costello
executiveThe other thing you do for $180,000 is you turn up at meetings like this and you take grilling.
Unknown Attendee
attendeeThis is once a year. This is once a year. And it's a wonderful bond.
Peter Costello
executiveI'm just enjoying the repartee. No. Yes, sir?
Unknown Attendee
attendeeMr. Chairman, I agree that we need to keep top talent. And for this, we need to pay. But on other companies that I'm a big shareholder in is the moment when management and directors start to get shares instead of cash, the share price actually went up by 25% because they invested, the new CEO had very low shares, the moment once you got over 2 million shares as a bonus, suddenly the share price just went through the roof. So it's a good idea.
Peter Costello
executiveYes. Well, bear in mind, resolution 4, we're going to grant some performance rights to our CEO. So we're coming to exactly that point.
Peter Costello
executiveRight. Thank you. Now resolution 2 on the agenda is for the reelection of Samantha Lewis as a director of the company. Votes received on this item of business is shown on the screen. Details of Ms. Lewis' experience are set out in the explanatory statement, which accompanied the notice of meeting. At this point, I'd like to invite Ms. Lewis to address the meeting and briefly speak to her reelection nomination.
Samantha Lewis
executiveThanks, Peter. Good morning, shareholders. I'm delighted to be here this morning standing for reelection. During my time on the Board, we have worked with and supported management as Nine has significantly strengthened its position through the merger with Fairfax, expansion and investment in our digital footprint and continued investment in great content. My many years as a partner of one of the large accounting advisory firms as well as my more recent roles on other listed company boards means I bring a number of relevant skills and experiences that complement the combined skill set of your Board. In particular, I bring expertise in accounting, finance, capital markets and due diligence and risk management, which is especially relevant to my role as Chair of the Audit and Risk Committee. And I thank you for your continued support.
Peter Costello
executiveYes. A question, sir.
Unknown Attendee
attendeeCan I just ask do you sit on any other Boards?
Samantha Lewis
executiveYes, I am on the Board of 2 other listed companies, which is set out in the annual report. One is a rail transport business.
Unknown Attendee
attendeeI could not find it so I'm asking.
Peter Costello
executiveAll right. I think it's there.
Unknown Attendee
attendeeI have one. I just have to you, Mr. Chairman, because no election. Does the Board have a policy of how long directors should serve? The BHP, our biggest listed company, basically says 10 years. At the end of the 10 years, no matter how good, bad or ugly you are, you leave the Board. And I insist on it, a good director from our South Carolina Houston, a very good director when the 10 years are up, many of us were disappointed. In a way, we'd like to continue it. But she said and the Board's policy is 10 years. Now you're going through a restructure out of Fairfax, and I understand that. But longer term, has the Board considered like a 10-year would be, by and large, a reasonable time to serve on the Board?
Peter Costello
executiveWe don't have term limits.
Unknown Attendee
attendeeI'm not asking for return limit formally. I'm asking for an understanding that you would say, by and large, 10 years is more than enough.
Peter Costello
executiveI don't know that I would say that. We don't have a strict term limit. We discuss people's contributions to the Board, and we try and get the best people. We don't have an artificial limit is the answer to your question.
Unknown Attendee
attendeeSecond question. You said in your remarks that you look through the year to put an extra person on the Board. I think all the existing Board members have got excellent qualifications, and you can't argue about their reelections on this. Not that my vote will manage. I look at the result, they're doing better than Vladimir Putin's doing in Russia on the results you're getting, et cetera. But what I want to say, Mr. Chairman, I do look -- I do think you should look at a broader range of someone coming on the Board that is not the -- some might -- the usual suspects out of the Board area in view of the brand value of this company in representing a broad range of views of what we're doing in the quality of our journalism, our digital world, and I think there is a case but I don't want to suggest that you should appoint someone from the Labor Party, but I do suggest. No, no, no, no. I'm serious. I don't object to Mr. Costello. I think that the background he brings to the Board, he's got a lot of value to the Board. But also on the Board, that might be useful to look broader than the normal range of people with experience just in the media itself in a narrow or an accountancy or legal. There may be people in the broader community. By doing that, we have a fair number of female directors, which is outstanding.
Peter Costello
executiveOkay. Fair point. Are there any questions online?
Unknown Attendee
attendeeWe have one question from Stephen Mayne. Given Peter Costello's past political connections to the coalition, does he believe he still adds value for Nine shareholders?
Peter Costello
executiveBut he ask it every year.
Unknown Attendee
attendeeAlso, could Samantha Lewis outline her views on whether it makes sense to have a politically partisan Chairman when the motto of our newspapers is Independent Always. Isn't it time Nine had a politically independent Chairman, particularly in this increasingly divided and polarized social media-driven world?
Peter Costello
executiveThank you. Thank you. Thank you.
Samantha Lewis
executiveThank you, Mr. Mayne, for the question. And I will say the position of the Chair is a matter for the Board as a whole. And the Board is absolutely united in supporting Peter in that role. Peter has made, as we've just been talking about, made significant contribution to the Board and the Board dynamics as well as to the company as a whole. And I'll just reiterate that the Board has always been and remains committed to the charter of editorial independence. So we're absolutely comfortable.
Peter Costello
executiveThank you.
Unknown Attendee
attendeeThe contribution to the country. He was the best treasurer for many, many, many years, the best.
Peter Costello
executiveYou're embarrassing me.
Peter Costello
executiveOkay. I'll go to resolution 3, if I may. Yes. All right. Let's -- sorry, that was resolution 3 -- 2. I'm going to resolution 3 on the agenda for the reelection of Mickie Rosen as the director of the company. Votes received on this item of business are shown on the screen. Details of Ms. Rosen's experience are set out in the explanatory statement, which accompanied the notice of meeting. At this point, I'd like to invite Ms. Rosen to address the meeting and briefly speak to her election nomination.
Miyuki Rosen
executiveThank you, Peter, and good morning, everyone. My name is Mickie Rosen, and I've had the honor of serving on the Nine Board for the past 4 years and on the Fairfax Board for about 2 years prior to the merger with Nine. I have over 30 years of operating, strategy and Board experience at the intersection of media, commerce and technology for large global companies, such as Yahoo!, Fox, Disney, IntreVune as well as growth in early-stage companies. I've served as a senior adviser to the Boston Consulting Group and built the foundation of my career with McKinsey & Company. I currently advise start-ups and serve on public boards in both the United States and in Australia. It has been a privilege to be a part of and witness Nine's expansion and growth into a multifaceted media and digital leader across broadcast, streaming, radio, publishing and marketplaces. I continue to be excited and confident about Nine's future given our strong foundation, vision, purpose and values and leadership. My hope is that I have the opportunity to continue to serve as a director and bring a strategic, global and digital perspective to Nine's ongoing evolution and success. Thank you very much for your support.
Peter Costello
executiveAll right. Are there any questions? Any questions online?
Unknown Attendee
attendeeWe have one question from Stephen Mayne. The Chairman has been on the Board for almost a decade. Is he intending to retire at the next year's AGM when his current 3-year term expires? And does you believe the next Nine Chairman is currently on the Board? Could Mickie Rosen comment on whether she is potentially a candidate for Chair when Mr. Costello retires and what she believes the timing of that transition should be?
Peter Costello
executiveWell, I'll answer the first part. I'm not going to make a statement now about what I'll do next year. Mr. Mayne, you asked me to do this last year. And the answer is still the same. I'll let you know what I'm doing next year, next year. So we'll come to that hurdle when we get there. And how could I possibly live without the entertainment of Stephen Mayne at Annual General Meetings. I think we'll leave it there.
Peter Costello
executiveAll right. So I'll go now to resolution 4. This approval to grant 826,641 performance rights to the Chief Executive Officer, Mike Sneesby, as described in the explanatory statement. Votes received on this item of business are shown on the screen. Mr. Sneesby is the only director entitled to participate in performance -- in the performance rights plan. This plan provides long-term incentives for some of Nine's key executives. Mr. Sneesby and the other executives who hold performance rights only receive a benefit from those rights if the company's performance for shareholders over the 3-year testing period has been at a high level. Targets have been set by the Board to be challenging. So if the company does not perform strongly over the performance period for shareholders, no rights will vest. This means Mr. Sneesby's incentives are strongly aligned with the company's performance. These performance rights will be tested over the 3-year period to 30 June 2025. Vesting of 40% of these rights will be subject to Nine's total shareholder return compared with the comparable ASX-listed companies. A further 40% will vest if earnings per share growth targets over the 3-year performance is satisfied. For the remaining 20% of the rights, the Board will consider performance of the company against a number of measures to accelerate Nine's transformation as a digital business over 3 years to 30 June 2025.
Peter Costello
executiveQuestions?
Unknown Attendee
attendeeI'll just make a comment not about when can I ask about circulation issues.
Peter Costello
executiveWe'll go to general business after we've done the voting. Online questions?
Unknown Attendee
attendeeThere are no questions on this.
Peter Costello
executiveGood. Thank you.
Peter Costello
executiveRight. Now before I move to general business, which will be done after the voting, I will summarize again the proxies and direct votes that have been received for each resolution. These are shown on the screen. For shareholders in the room, we will now complete voting in the poll. All shareholders, proxy holders and authorized corporate representatives eligible to vote in this poll have been issued with yellow voting cards. To vote on the resolutions, please now indicate your vote on the front of your yellow voting card in relation to each resolution, marking either for, against or abstain. Representatives of Link Market Services will now come around and collect your completed voting cards. Does everyone put their yellow card in the ballot box. One more. You can still lodge your vote via the online platform up until 5 minutes after the close of the meeting. Once I have received the scrutineer's report on the poll, the results will be announced by notice to the ASX. Ladies and gentlemen, that completes the items on the agenda of the Annual General Meeting today. I will now allow an opportunity for questions or comments in relation to management and/or general business of the company. All of our Board members are available to answer questions posed by our shareholders. We have received a number of questions in advance. But the majority of those issues, I believe, have already been covered. So I think I'll go to general questions, and I know you want to raise a general question.
Unknown Attendee
attendeeMr. Chairman, information. Of a total shareholding, how many are held by Australian Super Funds? Are we at 20%, 15%? Across our super retail and some are industry funds, we got a sizable piece of their action because that's confidence, investing in the future of the company that they're willing to put their money in, buy shares?
Peter Costello
executiveI would think -- I can't give you the precise amount, but I would think they would be about weight, index weight, in our company.
Unknown Attendee
attendeeIndex weight, 15%, 20%?
Peter Costello
executiveI don't know that it would be as high.
Unknown Attendee
attendeeOkay. Secondly, a part of that, I presume, from time to time, you talk and the Board and CEO talks to those super funds, those major investors, and they ring you and ask for you conversation about where the -- particularly before the AGM, because a lot of those votes they cast as a result of the report. I understand that. My question is, this is a very parochial South Australian question. This analyst mention of Rugby League in South Australia for most of us, that's in a relevancy where Australia rules football, like you are in the down at Essendon, I'm at the Adelaide Crows. But what I really wanted to raise is, I found at times difficult to buy a daily copy of the Australian Financial Review in Adelaide because at supermarkets in the suburbs I live in, they usually get only 1 or 2 copies per day. And by midday, they've sold out. And I've raised that issue with the supermarkets, and they say that's all they're given. I've also raised it the fact that the display of the Fin Review, sometimes you have to take a telescope to find it displayed in the supermarket to find it even if it was there. I discovered our good friends News Limited, who provide a stand for The Ties in the Australian refused initially to allow the empty tray at the bottom to even have the Fin Review. So I suggested to somebody, I think that's against the ACCC competitive rules. And well and behold, once it's there now. But I just wonder, is it the policy that we want to restrict printed circulation and force people to go on, which might be cheaper for you not to strip a paper onto a digital -- sign up digitally. I got to say, I'm an old-style bloke. I'm in my 70s. I'd rather read the paper and hold it each day, make my scribble points about your performance, Mr. Chairman and others, rather than try on the digital, bring up pages and whatever. And I noticed in the suburb is that -- why is it that we're only distributing? And finally, the only other competition to the advertiser monopoly, News Limited, is if the Melbourne Age comes in. And you've got some places, it doesn't get to the supermarket or even a news agent until mid-afternoon. And I know this is a logistic issue, all of that, but it will be nice to have some more competition, not only the Fin Review, but Melbourne Age, one reason people like to read The Age is about the coverage, amongst other things, football, as it is in Melbourne. So I just raised it as a comment. I'm happy to discuss with the appropriate executive level about it, but it really is important. If we have got the standing as a news organization, media organization, way above News Limited or other people, other organizations, I think we should be looking at making sure we are higher in the marketplace for people to access it in South Australia. That's a South Australian plea.
Michael Sneesby
executiveYes. Thanks for the comment. And I would just make, I think, an important point to that, which is certainly not either a policy or a strategy for limiting distribution of our printed newspapers. But you raised a good point, which we should have a look at in terms of operations and distribution. So thank you.
Peter Costello
executiveAll right. Do we have any questions online?
Unknown Attendee
attendeeWe do. We have one from Stephen Mayne. Is it pure coincidence that in 3 of the past 5 years, including today, the Nine and Seven West Media AGMs have been held on the same day at the same time in Sydney? Or are our 2 biggest television companies working together to make it difficult for analysts, journalists and shareholder advocates to engage with both companies at their AGMs? Will you undertake to work with Seven West Media to ensure your AGMs aren't held on the same day at the same time? And well done on offering a hybrid AGM unlike Seven West.
Peter Costello
executiveWell, will we liaise with Seven about the day of our Annual General Meeting? No. We haven't in the past. We won't do it in the future. And whatever your complaints are, Stephen, and I know you're looking in, you seem to get a pretty fair go.
Unknown Attendee
attendeeWe also have a question from Henry K. In relation to The Block, how about having a house for people with disabilities in 2023?
Peter Costello
executiveCEO?
Michael Sneesby
executiveYes. Look, I think it's a fair comment. Certainly, I think the variety of different properties that we put up on The Block every year changes. And in some cases, that may be more challenging than others, but I'd take the comment. I think it's a good point.
Unknown Attendee
attendeeAnother question from Stephen Mayne. How much money have we spent on the Ben Robert Smith defamation matter? And have we tried to reach out to Seven proprietary Kerry Stokes to start funding the most expensive defamation action in Australian history? Shouldn't journalism companies be working together on public interest journalism, not funding defamation actions against rivals. Also, well done on standing by your journalists in the line of fire. What's the time line regarding the finalization of the case?
Peter Costello
executiveI mean, at one point he says, we're in conspiracy with Channel Seven. At another point, he says we should be liaising with them over defamation actions. The truth of the matter is, as Mayne would know or should know, that it is very dangerous for competitors to talk to each other about interests, mutual interests. There are very severe laws against this kind of thing. Anticompetitive laws, cartel laws, and we want to stay on the right side of the law. We compete very, very actively against the Seven Network, and we'll continue to do so. And I'm sure they would say they compete very actively against us. And the idea of getting together over a particular story, I think, would raise a lot of eyebrows amongst the regulators. But having said that, look, we stand behind our journalists when we think they've done the right thing. All journalists have the obligation to report to be factual. And if there's an error, we try and correct it. But if there's not, and we believe there's not, we stand behind them.
Unknown Attendee
attendeeChairman, I just want to say, I would be more concerned if you settle out of court right now after the expenditure of millions of dollars, which is true. I think that would be a slip in the eye to the standard of what we wish to be as a media company, supporting very good investigatory journalists. And I would urge, one, you don't do a deal with Channel Seven. I don't agree with Stephen on that. And two, I'd be more concerned if it was just announced every site settled out of court, and millions of dollars was this way or that, without a final conclusion of the court ordering a decision, which everyone can see is transparent.
Peter Costello
executiveGood point.
Unknown Attendee
attendeeOkay. We've got another question from Henry K. Last year, I mentioned the program, Travel Guides, having a series for holidays for people with disabilities. I'm on a disability committee and have been told that they would never holiday in Australia due to the lack of facilities.
Michael Sneesby
executiveYes. Again, I think it's relevant to the previous question around representation of disabilities in our programming. As I said, I think it's a fair point, which we'll take on board.
Peter Costello
executiveSir?
Unknown Attendee
attendeeYes. Right. Okay. You said -- and in regards to the impairment of radio, that was due to COVID. Now what we're having is unexpected inflation. We're having -- Meta has just sacked 11,000 of its workers. Twitter also sacked half of its workforce and going through these digital companies that we have agreements with are going through a disruption. With regards to our journalists, we had disruptions because of these companies a couple of years back. What's -- what is the viewpoint of 9Now? And would there be any future impairments based on the unexpected inflation and the disruption that the big tech companies are facing at the moment, especially with Meta and Alphabet that are sacking their workforces.
Peter Costello
executiveWell, we work our impairment of cash flow forecasts. So if anything were to give us the view that our cash flows were less for some reason, you would look at that from an impairment point of view. But you've got to -- this is -- you've made a very good point, which is this, that our competitors are no longer, Seven, Ten, the ABC, SBS, News Corporation. Our competitors are now Facebook, Google, YouTube, Instagram. They're all publishers, in my view, one way or another, and they're all going for advertising. And so we have been subject to this enormous wave of international competition. And so we respond to it. Streaming, we've got great streaming properties with 9Now. And of course, under the federal government's bargaining laws, we're able to negotiate and get agreements with Google and Facebook regarding payment for our material. That's been very, very important. So we obviously will continue to meet all of these challenges as they arise. But this is a highly competitive industry now, and it's a global industry, frankly. And we're competing for rivals against companies around the world.
Unknown Attendee
attendeeOkay. We have a final question from Stephen Mayne. The Nine website describes Andrew Lancaster as an independent director. Surely this is wrong given he's the CEO of Wind Corporation to our largest shareholder. Could the Chair undertake to correct this claim or explain how Mr. Lancaster is classified as an independent director? On our Nine website, it is actually incorrectly stated, and we will fix that today.
Peter Costello
executiveYes, I was going to say, I think, in our annual report, that is not said.
Unknown Attendee
attendeeThat's correct.
Peter Costello
executiveIf you can -- so that is take it from the annual report, which is correct. And for some reason, the website is -- Page 39. For some reason, the website doesn't follow that. So yes, we will. The answer to that question is we will have that corrected.
Unknown Attendee
attendeeAnd then the last question online is from Andrew Turner. Regarding the share price. The CEO and Chairman will have had meetings with institutional shareholders and investors. Can you comment as to the general disposition towards Nine stock further to the Chairman's comments regarding macroeconomic effects?
Peter Costello
executiveWell, I've made my comments. Do you want to make some comments?
Michael Sneesby
executiveI don't think there's anything more to be said. I think we understand the economic environment is changing very rapidly. But I don't think there's any comment in relation to other shareholders' position on our stock.
Peter Costello
executiveOkay. Right. As there are no more questions.
Unknown Attendee
attendeeI think there was.
Peter Costello
executiveWell, there were a couple of -- excuse me. I think these have been covered, but I'll go through them. There were a couple of questions online, which I'll just cover off for the sake of completeness. We had a question about future acquisitions relating primarily to our regional affiliate. Now I can't talk obviously about specific or future acquisitions. But I think it's fair to say we're constantly considering the strategy and profile of our business and looking at opportunities, which will expedite that strategy. In terms of our regional affiliate, we are very pleased to have WIN back. We've been working extremely well together with WIN. And the subsequent returns to Nine have been very strong and well ahead of our previous affiliate arrangement. So I can assure you that's been a very good relationship. We also had a number of shareholders asking about the distribution of newspapers, which was also asked here. Yes, I don't want to preempt your one-on-one discussion with our CEO, but I'll give you a little indication about what might be coming. In recent years, we have taken the tough but necessary decision to consolidate the printing and distribution of newspapers. We believe print has a long and profitable future. But costs have to be managed. Many news agents have hand back their territories requiring us to use a more centralized distribution model because it's no longer profitable to deliver in small numbers. During the pandemic, our distributors faced severe driver shortages and higher turnover. Our printing partner experienced issues with its Victorian press. We have acknowledged these factors, of course, problem for valued subscribers, and we apologize again for the disruption they have experienced. We have seen improvements in recent months, and we're broadly back to pre-pandemic performance levels. But we will continue to work closely with our printing and distribution partners where there are ongoing delivering and wrapping issues. Our print subscribers are incredibly valuable. Our team is working hard to ensure they get the service they deserve. All right.
Unknown Attendee
attendeeThe acquisition, you talk -- that is both looking at acquisitions for both electronic broadcasting as well as regional newspapers, other newspapers print? Or is that overall going to be broadcast?
Peter Costello
executiveI don't know that we'd be looking at regional newspapers because we divested regional newspapers. So I don't think we'd be going back there. But we look at, for example, with Domain, we recently bought a business called Realbase, which fits into Domain's strategy. It's what you would call probably a tech business. So there's plenty of stuff that's out there that we're looking at. Not much in big mainstream media because we have a leading position in television, radio already. But it's more in that marketplace kind of thing that we're always looking. As there are no more questions, I now declare the meeting closed. For shareholders participating online, you now have 5 more minutes to lodge your votes via the online system. The results will be announced to the ASX as soon as they are available. Thank you all for your participation in our AGM today, and I invite you to join the Board for morning tea outside. Thank you very much.
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