Perpetual Limited (PPT) Earnings Call Transcript & Summary

Good morning. I'm Tony D'Aloisio, Chairman of Perpetual. It's 10 a.m., and I've been advised that a quorum is present, and I declare this Perpetual 2021 Annual General Meeting open. Let me begin by acknowledging the traditional owners of the lands on which we meet today and pay our respects to the elders of the aboriginal and Torres Strait Islander Peoples past, present and emerging. We pay our respects to all First Nations people here today, and we recognize their continuing connection to land, to water and to the community. Let me start by welcoming you, our shareholders, proxy holders and guests. Thank you for joining us. As you know, with government restrictions, this is a virtual AGM, the second one from last year. Although there's been some changes since we sent the Notice of Meetings that they were not made in time for us to move to a hybrid meeting or an in-person meeting. We clearly hope that next year, we'll meet again together here at Perpetual for our Annual General Meeting. We hope in conducting the virtual meeting, we've sent to you the virtual meeting online guide and the welcome and summary letter, and we hope that those documents have been useful in enabling you to join us today. Let me move to just some introductions. The Board and the management team in the room with me here at the main table, I'm joined by Nancy Fox, Non-Executive Director and Chairman of the People and Remuneration Committee; Chief Executive Officer and Managing Director, Rob Adams; and of course, our Company Secretary, Sylvie Dimarco. Non-Executive Director, Ian Hammond, is also here today, suitably distanced from us; and also Chris Green, the Chief Financial Officer. Board members joining us online or nonexecutive directors joining us online line are Craig Ueland, Fiona Trafford-Walker, Mona Aboelnaga Kanaan and Greg Cooper. The executive team is shown on this next slide. We're very pleased if they're able to join us. They are also off-line. And where the opportunity arises during the meeting, I will refer to them to assist in answering questions and also in other respects. And finally, in terms of introductions, I'd like to welcome Brendan Twining, who is the company's auditor, from KPMG, who is also joining us today and joining us via audio. Just to remind you that Brendan, as the auditor, is available to answer any questions shareholders may have in relation to the financial '21 -- in the financial year '21 financial statements and the auditor's independence, and we will deal with questions to the auditor as part of agenda item 1. In terms of just moving to the agenda itself on this next slide. Essentially, what we're doing today is we're presenting the financial statements; we're adopting the remuneration report; then there's a reelection of 4 directors, Craig Ueland, Ian Hammond, Nancy Fox and Mona Aboelnaga Kanaan as non-execs; we will also be looking at the approval of financial '21 variable incentive grants to the Managing Director and CEO, Rob Adams; and something we do every 3 years, we'll be renewing the proportional takeover provisions in the company's constitution. In case as we go through and answer questions, we miss any questions, so I've added at the end of the agenda to pick up Q&A from any remaining items that shareholders may have, and we'll come to that. Please bear with me for a moment as I work through the formalities before we get to the main items of business. First, it's important to mention that the Notice of Meeting has come out, and I've table here today, and we'll take it as read. Moving to proxies. As you would have seen in the Notice of Meeting, proxy appointments were to be lodged up to 48 hours before the meeting. Now I'll point out that where I, as Chairman of the meeting, have been appointed as a shareholder, a shareholder's proxy or become their proxy by default, I will vote the directed proxies as I've been directed in the proxy form, and I'll vote any available undirected proxies in line with the Board's recommendations in favor of each resolution. Also, as a virtual meeting, I want to cover questions, I want to cover voting and questions during the meeting just to -- so that you are clear. And hopefully, this will be helpful. First, in relation to voting. Online vote -- you'll appreciate this is online voting. And if you do need to leave the meeting before the end of the meeting, I have -- I advise that I've now opened the poll and you can vote at any time. The poll will remain open until 5 minutes after the end of today's meeting. Voting on each resolution will be conducted by way of a poll, which is usual for Perpetual. Karen Hopkins from KPMG will act as scrutineer and Nicholas O'Hagan of Link Market Services as the returning officer for purposes of that poll. Just on voting, to explain. You're able to cast your vote using the electronic voting card as you see on the screen. To register to vote, click on the Get a Voting Card button on the web page. The adjacent -- the slide here shows where that button is. You then enter your SRN or HIN and your passcode. If you are appointed as a proxy, please enter the proxy number issued by Link in the proxy details, fill out the voting card and submit your vote. As we get to each item of business, I will refresh on what we need to do on voting. Now importantly, you'll see that 1-800 number, 999 363 (sic) [ 990 363 ]. If you experience any difficulties, please call that number, and Link Market Services will be there to help. So if you haven't registered to vote, please do so now. And as I mentioned earlier, subject to any applicable voting restrictions, the Board recommends that shareholders vote in favor of each item. Now so that's voting. Now questions. There's written questions and oral questions, and I'll cover both. First, in relation to written questions. There's an opportunity to ask written questions. Here, you click on the Ask A Question option. Then the Ask A Question box will pop up, and you can type in your question or comment regarding 1 of the 7 resolutions or a general comment or in relation to item 1 on the financial statements. Type in your question and simply click Submit. I will address -- or the meeting will address the written questions that we receive, and I will do that under each item of business. And any questions not grouped in that, I'll deal with at the end. The process will be that the company secretary will read the question in full, and I will then respond or designate a member of the team to respond to the question. As with last year, it's not our practice to edit any questions. We'll ask them as submitted. Now we've introduced this year phone or oral participation. The steps on this, let me go through them briefly. The first step is, if you haven't already done so, is to call Link on the 1-800-990-363 number and obtain a unique PIN. That's the first step. Then to ask a question over the phone, you then call the 1-800-875-033 number. So it's a separate number, 1-800-875-033. The moderator will ask you for the PIN, and we'll allow you to verify that you are a security holder. You will then wait on call until I invite questions on a particular resolution. And at that point, you're asked to dial star 1 on your keypad and then the moderator will bring you into the meeting with a question at that point, when you'll be unmuted and you then ask your questions. So I hope that's reasonably clear. And again, if you have difficulties with that, please call Link Market Services on their general 1-800-993-363 (sic) [ 1-800-990-363 ] number. Okay. Now just on the further process on the voting on the resolutions themselves. When we get to that, I'll confirm the proxy votes that have been received before the meeting. These will appear on the screen for you to see. Each resolution today is an ordinary resolution, except for resolution 7 on the takeover provision, which is a 75% resolution. And again, I'll explain that as we move through the agenda items. And again, with each resolution, I'll introduce a resolution, we'll make some comments, and then I'll move to questions, both written and oral. So that completes the formalities. And in a moment, I'll ask Rob Adams to deliver the CEO and Managing Director address. But before doing that, I'd like to make some comments on behalf of the Board. Now as set out -- and I'll do so under these headings and briefly under each of these headings. As set out in our annual report, in financial year '21, we had a significant uplift in earnings. This uplift was primarily from the acquisitions of Trillium and Barrow Hanley. These acquisitions, as we have said, are transformational for Perpetual and have positioned us well to deliver sustained value to you, our shareholders. In addition, our results also reflect the successful implementation of Perpetual's private adviser growth strategy, which delivered an additional $405 million in net flows in financial year '21. Perpetual Corporate Trust continues to perform strongly and delivered another year of impressive growth. So in financial year '21, our underlying profit after tax, or UPAT, was $124.1 million, up 26% on financial year '20. Group operating revenue for financial year '21 increased to $640.6 million, up 31% on financial year '20. And overall, Perpetual achieved underlying growth of 6% earnings per share, or EPS, on financial year '20. Net profit after tax, NPAT, was $74.9 million, down 9% on financial year '20, but that reflected a number of one-off items associated with the acquisitions of both Trillium and Barrow Hanley. NPAT with those -- without those one-off items would have been $107 million, up 28% on financial year '20. As a result, the Board was pleased and enable to declare a final fully franked ordinary dividend of $0.96 per share, up from $0.84 in the first half of '21 and taking the dividend for a full year to $1.80. The full year dividend represents a 16% increase on prior year with a payout of 82% of UPAT. When we announced the Barrow Hanley acquisition, we outlined to you, our shareholders, that we were looking at a 20% accretion from those acquisitions, and we're on track to deliver that accretion in excess of 20% within 12 months of the transaction date, very important milestone for us. We continue to have a robust balance sheet, a strong brand, well-diversified business in Australia and added with our overseas capabilities, all of which are key strengths for Perpetual. Our balance sheet strength positions us well to take advantage of -- on further organic and inorganic opportunities, which add scale and deeper capability. And just to mention that at the end of financial year '21, our group's gearing ratio was 15.8%. I'm going to move and talk a little bit about Board and Executive Committee. Through the year, there have been necessary changes in responsibilities within the Executive Committee to align with our expanded footprint, including managing additional risks from geographic and product expansion. In addition, we also took steps to strengthen the Board. Following a search, we were delighted to appoint Ms. Mona Aboelnaga Kanaan to the Perpetual Board just prior to the year-end. Mona is a highly respected director based in New York with deep industry knowledge and experience in growing asset management business globally. Having Mona on the ground in the U.S. will be important to both the Board and our broader management team. Now at Perpetual, we are committed to building a gender-balanced leadership and workforce, which we see as providing better business results. We're a member of the Australian Institute of Company Directors, 30% Directors Club (sic) [ 30% Club ]. We're committed to building gender-diverse talent pipeline and have set a target of 40% women in leadership roles by 2024. The appointment of Mona brings further gender diversity to the Board with a percentage of women now at 38%. Mona's appointment will be put forward for election later at this meeting, along with the reelection of Craig Ueland, Ian Hammond and Nancy Fox. Brief word on executive remuneration. For financial year '21, payments of variable incentive to executives, you would have seen, have increased on financial year '20. In reaching that decision, the Board has weighed up financial performance, successful implementation of strategy, retention of more competitive workforce for talent, as well and importantly, shareholder alignment and returns. This increase is in contrast to last year when we reported to you that due to lower-than-expected financial performance, only hurdled equity was granted to executives that year. Now our approach to executive remuneration is set out fully in the remuneration report, which we will discuss and vote on later in the meeting. We are, we believe, at an important time in the transformation of Perpetual, and the Board considers that a fairly rewarded and incentivized senior team focused on execution is crucial. Now a word on Board remuneration. You would have seen that we've also detailed in the remuneration report some increases in Board remuneration. They've been -- the last time they were increased was in financial year '16, and we've increased them by 9% in the full year financial year '22, and we've also introduced a differential on -- between Australian directors and overseas directors. There's been a lot of talk and discussion going on climate change and ESG, and I'd like to just on behalf of the Board make some comments in this very important area for Perpetual. Your Board and Perpetual as a whole have a long-standing commitment to high standards of corporate governance, sound management of our environmental and social risks and opportunities. Our approach is built on a strong foundations of good corporate governance, prudent risk management and long-standing commitment to ESG principles. This means delivering service excellence, providing a safe and inclusive workplace, helping to increase investment in communities and reducing our impact on the environment. Now importantly, our policies and achievement in these areas are set out in our published corporate governance statement and sustainability report, which clearly are online. We also published, which is also online, our responsible investment policy, which sets out the approach of our investments -- of the investment teams when they're assessing ESG in relation to decision-making and ownership practices in relation to funds and money that they manage. And also during the last year, we've strengthened our approach to sustainability. This year, Perpetual published its modern slavery framework, which outlines our approach to mitigating human rights abuses, and that is now in place. We have recently appointed a sustainability and modern slavery manager to oversee this framework and are in the process of rolling out company-wide training and initiatives. Importantly, we recognize climate change as one of the most -- and I've commented on this and we've commented in prior AGMs that we see it as a most significant long-term challenges that's facing the world, and we support the aim of the Paris Agreement to limit global warming to 1.5 degrees. Climate change presents significant risks to the enduring prosperity of our clients, communities and our businesses. We're taking action to address climate change by reducing our own environmental footprint or our own environmental impact. investing responsibly for our clients and strengthening our governance and disclosure on climate change. For example, Perpetual currently discloses its carbon emissions data annually to the Carbon Disclosure Project or the CDP. Our most recent CDP climate submission score in 2020 received a score of B-. This is, for us, a high score that we've received since we first started providing a submission. Now just turning to the way -- that's Perpetual itself in terms of the way we manage money for clients and ESG. First, it's important that we offer specific ESG-focused products that support our clients to contribute to a more sustainable future. This year, we've broadened our offering further with the launch of the multi-asset ESG Real Return Fund, which is receiving positive interest from institutional investors. Shortly following the acquisition of Trillium, we launched 2 funds in Australia, the Trillium ESG Global Equity Fund and the Trillium Global Sustainability Opportunities Fund. As one of the longest-standing, impact-driven, ESG-focused firms, we're pleased to offer clients direct access to Trillium's capabilities. Outside Australia this year, we launched a new Trillium ESG global high conviction strategy led by a highly regarded investment team based in Edinburgh. Secondly, all our asset management business take an active approach to identifying environmental risks and opportunities through their investment processes. Over the year, PAMA, Perpetual Asset Management Australia, for example, increased focus on assessing climate risks across their portfolios. Overall, PAMA's Australian equity portfolios have 2/3 of the exposure to high-carbon, emission-intensive sectors than the S&P/ASX 300 Index. Barrow Hanley strengthened its proprietary composite ESG scoring, which is embedded across every strategy to cover key environmental and social themes, including climate change risk. And in May 2021, Trillium announced they would join the Net Zero Asset Managers Initiative with the goal of net zero greenhouse gas emissions by 2050 or sooner. As at 30th of June 2021, Trillium's domestic investment strategies were, on average, 62% less carbon-intensive than their respective benchmarks. These -- I've gone through these as example of the seriousness we take these areas and the work that we are doing both for Perpetual and for our clients. As I outlined in our sustainability report 2021, we commenced a program to further develop our sustainability framework and strategy for Perpetual, including our international brands, and we'll be doing further work on that. And importantly, the Board will be meeting after the various meetings that are going on internationally in May to assess what further actions we may need to take, particularly in relation to the climate change risk. So let me close and hand over to Rob. The Board really continues to be proud in the way that all teams of Perpetual have responded and are responded to the ongoing health and safety issues as a result of COVID-19. We really thank them sincerely for this and also for the support they've provided to our clients, our communities and to each other very importantly throughout this period. The Board and I would also like to thank our CEO, Rob Adams, and the entire leadership team who have maintained their disciplined focus on what continues to be an external -- challenging external environment. and they've delivered strong results for shareholders. Rob has been the CEO now for 3 years, and he should be as the Board is very proud of what he and his team have achieved in transforming Perpetual and setting us up for future prosperity. [ And most important, ] on behalf of the Board, I'd like to thank you, our shareholders, and of course all our clients. for their support and their continuing business for Perpetual. We remain confident that the strategic initiatives the company has underway continue to position us well for the future and to continue to deliver growth and performance for you, the shareholders. Thank you for listening, and I'll now hand over to Rob for the CEO's report. Thanks, Rob.

Well, good morning everyone, and thank you, Chairman. It is a privilege to be addressing you today at our AGM for the 2021 financial year. As I reflect on the past 12 months, FY '21 has been a truly transformational one for Perpetual. Our business today is markedly different, with greater capability, geographic reach, scale and growth potential. Through our unique combination of businesses and our execution of strategy, we have delivered solid results for the year with a strong uplift in earnings driven primarily by continued growth in Perpetual Corporate Trust and Perpetual Private, and of course, the positive impact of our acquisitions in the U.S. during the year. These acquisitions have now transformed Perpetual from a largely Australian-focused asset management business, with around $28 billion in assets under management, to now managing over $100 billion in assets under management. We now have a global footprint, a global client base, a strong forward-looking growth profile, and we feel that we are well positioned to take advantage of key global growth trends in ESG and value investing. Turning first to our key results for FY '21. We delivered total revenue of $640.6 million, up 31% on FY '20. Our underlying profit after tax was $124.1 million, up 26%. And our net profit after tax was $74.9 million, down 9% on the prior year due to the one-off costs associated with our acquisitions. Our return on equity rose slightly to 15.8%. This result was driven by a full 12 months contribution from our acquisition of Trillium, 7 months contribution from Barrow Hanley, higher performance fees as a result of our significantly improved relative investment performance, renewed growth in Perpetual Private and finally continued strong performance in Perpetual Corporate Trust. Whilst this scorecard is encouraging, I would like to focus on the progress and future intentions of our growth strategy. It is the disciplined execution of our strategy that is delivering positive change and will be a key driver of our [Audio Gap] We made real strides in building out our global distribution capability to support and drive that future growth. Our operating model has evolved to now support a growing global business across all key functions, including our governance and risk management frameworks, which is so critical to our future success. Today, through our acquisitions, we now have exposure to all key global markets with a global presence diversified by geography, by channel and by asset sector. Recently, we completed 2 smaller strategic acquisitions, one for Perpetual Private and one for Perpetual Corporate Trust. In the PP acquisition, the acquisition was of Jacaranda Financial Planning, and this has provided us with a high-quality financial planning business with funds under advice on acquisition date of around $915 million and a business that will gain real leverage from PP's existing infrastructure, bringing improved growth opportunities for both firms. Perpetual Corporate Trust's recently announced acquisition of Laminar Capital, a fast-growing debt markets and advisory business with a compelling digital capability, now provides us with a unique opportunity to accelerate PCT's position as a specialist fiduciary and digital solutions provider to the banking and financial services industry. Into the future, we will continue to lead in key segments in our advice business, and we will further extend our corporate trust business through unique digital solutions with both businesses now even better positioned following these acquisitions. The focus on ESG has clearly become the dominant global megatrend in financial services, and Perpetual is extremely well positioned to benefit from this trend across all of our businesses. Our strong heritage in ESG and our ESG investment strengths will be a core focus and will drive further growth for Perpetual. The execution of Perpetual's transformation to growth is well underway. Turning now to Trillium and to Barrow Hanley. Our partnership with Trillium presents a perfect synergy with a unique business, with a strong heritage and a proven investment process. Trillium were underinvested in marketing, distribution and in building out a global distribution presence. Perpetual, on the other hand, needed truly world-class investment capabilities and was investing in global distribution. Today, through the accelerated investment in building out our global distribution team, a contemporary rebranding and by adding new investment capability, Trillium is delivering very strong results and is making a material contribution to Perpetual, delivering record net flows in FY '21. Trillium ended the financial year with assets under management of $7.7 billion, an increase of 37% or 50% in U.S. dollar terms. So it's been a terrific first year under Perpetual ownership, and we're very excited about Trillium's future growth opportunity. Through our acquisition of Barrow Hanley, we now have a business with a storied brand built over 40 years of successful value investing, well known in the U.S. and having invested in world-class global investment capabilities primed for future growth. This highly-rated brand was in need of international distribution strength and apparent with balance sheet strength and a desire to invest in growth. Since the completion of the acquisition, we have appointed Barrow Hanley to manage Perpetual's global equity fund. We've actively marketed their global capabilities to the Australian and retail and institutional channels. We've repointed the U.S. distribution team at Barrow to gain leverage from Perpetual's growing team in the U.S., and we have worked on new product initiatives together to drive areas of new growth. Since our acquisition, supported by extremely strong relative investment performance, Barrow Hanley flows are beginning now to perform ahead of our original expectations. Into the future, we see Trillium and Barrow Hanley evolving into truly global asset management firms with their core capabilities sold around the world to institutional and intermediary-led clients. I'm confident that the future of both Trillium and Barrow Hanley looks extremely bright in partnership with Perpetual. As Tony mentioned earlier, we have made further enhancements to our ESG capabilities and our sustainability as an organization this year. Perpetual has had an enduring commitment to ESG. We recognize that a sustainable business makes good commercial sense and is in the best interest of all of our stakeholders. Our focus on sustainability across the group comes through in a myriad of ways with all parts of Perpetual actively involved in ESG. To call out a few highlights across environment, social and governance activities this year. Under the environment pillar, we have built upon our long-standing ESG product capabilities and launched a number of new products, which not only positions the company well for the future -- for future growth in this global megatrend, but also gives our clients greater choice when choosing where and how to invest. We have strengthened our disclosure on climate and ESG through a number of initiatives. As Tony mentioned, our most recent submission to the Climate Disclosure Project received a score, our best ever, of B-. It's the highest score we've received since we first started providing submissions back in 2010. We've also undertaken a project to improve our environmental carbon -- and carbon data collection and reporting. This will help us to reinforce our approach to robust data capture, allowing us to report other environmental metrics in the future, including waste reduction and recycling programs. In Perpetual Asset Management Australia, we released our inaugural 2020 ESG report, which outlines our consolidated actions to address ESG issues from an investment perspective. And finally, in 2020, Trillium signed up to the Net Zero Asset Managers Alliance (sic) [ Net Zero Asset Managers Initiative ]. Moving now to the social pillar. Through our role as one of Australia's largest managers of philanthropic funds and native title trusts, we have played an important role in assisting our clients in the distribution of over $100 million of their philanthropic funds to community organizations throughout the course of the year, something we're particularly proud of in a year when the sector continued to be challenged by COVID-19 impacts. At Perpetual, we are passionate about creating a fulfilling, diverse and inclusive workplace for our people. This means creating a supportive environment that values our employees' unique backgrounds and their unique experiences. This year, we launched our new diversity and inclusion strategy. This included creating 7 employee-led subcommittees of our diversity council, which I chair, to take a lead on ensuring that our workplace is fully inclusive for a range of diverse areas. We're also very pleased to have been awarded the WGEA Employer of Choice for Gender Equality for the fourth consecutive year. We have a strong belief that diversity leads to better conversations, which in turn leads to better decisions and better outcomes. The periods of lockdown throughout the year have clearly had an impact on people's mental health and their general overall well-being. In response to this, we have launched a number of initiatives to support our employees' well-being, including access to webinars, to coaching and support services. In addition, we have provided a range of additional leave options for employees who need to care for family, and we've provided an extra day of vaccination leave to all our people in Australia and Singapore to support those who need time-off to be vaccinated. Across all our businesses, our employees' well-being and professional growth has never been more important than this year. Building on our established flexible working culture. This year, we also committed to a future fit workplace strategy, to enable our employees to work from where they work best and to achieve a better balance between home and work life. Turning now to governance. Perpetual has had a long-standing commitment to good corporate governance, and we have embedded these practices across all of our businesses. We continue to take advantage of opportunities to draw on the best practice as it evolves and this year achieved a number of critical milestones. PCT continued to demonstrate the valuable role that an independent responsible entity can play during the course of the year as the sale of Vitalharvest Freehold Trust went through a competitive bidding process. The process delivered an increase of over 70% above the pre-offer trading price for the Vitalharvest unitholders. In our newest division, Perpetual Asset Management, International, Trillium received Best for the World certification by B Corp for the ninth consecutive year, an outstanding achievement. Finally, and importantly, to ensure we remain at the forefront of ESG principles, this year, our Board and management team commenced work -- commenced a program of work to develop Perpetual's first corporate sustainability strategy, which will establish a framework for how Perpetual will, in practice, continue to help create enduring prosperity for our clients, for our people and for the communities in which we operate. Turning now to our strategy. As we have previously outlined, our strategy seeks to build on the foundations of our core businesses to deliver sustained quality growth over time and focuses on 3 strategic imperatives: client-first, future fit and new horizons. We have made strong progress in executing on our strategic imperatives during the year. Our priority for FY '22 is to continue to execute our strategy in order to drive that sustained quality growth. As you can see from this next slide, across our 3 strategic pillars, this will mean under our client-first approach, driving continued positive product and channel development, improving our interaction with our clients and their access to information and driving service excellence. We will ensure that our focus on ESG across our businesses is well understood and accessible to clients, both existing and prospective. Under our future fit pillar, we will continue to invest in our infrastructure and our frameworks that support our growing global business, and we will invest in programs to support and empower our people. And finally, we will remain focused on new horizons for Perpetual, taking advantage of the opportunities that the current market environment provides us with, leveraging the key strengths we have across our businesses. We will accelerate the build-out of our global distribution team and the supporting infrastructure across the U.S., the U.K., Europe and Asia. And we will continue to invest in new product and channel development for Trillium and Barrow Hanley, both organically and via bolt-on acquisitions. Across all divisions of Perpetual, we will continue to have an active pipeline of inorganic opportunities to add further capability and growth potential to the firm. As a new initiative at this year's AGM, we thought that it would be useful for you to hear from some of our group executives regarding their areas of focus for FY '22. [Presentation]

As you can see from the executives managing each of our 4 businesses, there is a positive momentum across all of our divisions and a strong focus on executing a number of exciting initiatives. I'm very much looking forward to sharing more detailed insights of key plans across our businesses at our upcoming Investor Day, which is now being held as a hybrid event on the 9th of December. As I mentioned, we also released our first quarter FY '22 business update this morning, and I wanted to share with you some of the key points from that update. Our total assets under management rose to an important milestone of over $100 billion to $101 billion with positive net flows across the combination of our Australian and international asset management businesses. Our asset management teams had another strong quarter of relative investment performance that's here domestically and internationally. This follows the very strong outperformance delivered in FY '21, and we were delighted to just last week be awarded Fund Manager of the Year by leading research house, Zenith, as a result. Very exciting to get that external recognition for the amazing results over the course of the last 12 months for our clients. PCT had another strong quarter with funds under administration growing 5%, with solid growth in debt market services driven by the nonbank sector and the banks as they return to securitization markets following the closure of the RBA's term funding facility. And finally, Perpetual Private's funds under advice rose 9% to a record $18.5 billion, driven by the acquisition of Jacaranda and strong positive net flows for the quarter of around $200 million. So in summary, the positive momentum we saw towards the end of the 2021 financial year across our 4 businesses has continued, leading to a strong first quarter for FY '22. Now moving to summarize. FY '21 was an important year for Perpetual. It was a year in which our best-of-breed businesses demonstrated their resilience. It was a year in which we have transformed the growth prospects of the firm, emerging as a global asset manager with substantial capacity for future growth. It was a year in which our ESG heritage was enhanced through acquisition, through organic growth and continued focus on building sustainable businesses. It was a year in which the trust that our clients hold in our brand came to the fore. These facts combine to leave Perpetual in a strong position as we progress through the financial year. Each of our businesses has positive momentum. And whilst our operating environment presents constant challenges, we will remain focused on the disciplined execution of our strategy and delivering improved operational leverage. There is now a renewed sense of optimism and confidence in our ability to deliver strong outcomes for our clients, for our people and for our shareholders. Before I hand it back to Tony, I would like to thank each and every person across the Perpetual group who has contributed so much to Perpetual in creating this transformational year in what has been a very difficult year. Our people have been resilient and supportive throughout another year of lockdowns, and they've remained fully focused on delivering the best possible results for our clients as well as for our shareholders. I would also like to thank Tony and the Board for their ongoing support. Thank you.

Thank you, Rob, excellent address, and thank you to ExCo members for the succinct way in which they outlined their business plans through that video. So thank you to all of you. I now want to move to the formal parts of this meeting. The first item of business is to receive and consider the full financial statements, the reports of the directors and of the auditor for the financial year ended 30 June 2021. I now formally table the financial report, the director's report and the auditor's report for that financial year. As you know, this is not a voting item as such, but shareholders have the opportunity to ask questions either in writing or by phone, as I outlined earlier, and make comments on this item. The -- our auditor, Brendan Twining, is audit partner of KPMG, is available to answer questions as well. And the way that I'll cover questions is that I'll first ask for questions that we received prior to the meeting. I'll then move to questions received during the meeting. I'll then move to questions by phone and then complete the item. So let's move to questions received prior to the meeting. And in each case, I'll ask Sylvie Dimarco, our Company Secretary, to read the question out. As I said earlier, it's not our practice to edit questions or to shorten them. So we'll read out the questions, and then either I or I'll designate someone at the Board or management team to answer the question. So with that, Sylvie, will we -- had we go with questions -- written questions prior to the meeting.

Thank you, Chairman. We received 8 questions from the Australian Shareholders' Association, ASA, and one question from a shareholder. The first question from the ASA is, the CEO's FY '21 progress report referred to investing in digital cloud-based infrastructure and capacity to build an agile operating system. Can you expand on this project and share the benefits for customers, employees and shareholders from the implementation of this platform?

Thank you, and thank you for all the questions, and thank you those participating and asking questions. Perpetual is progressing a number of key cloud-based initiatives. I think the best person to answer that question is Amanda Gazal, our Chief Operating Officer; and I'll pass to Amanda to answer that question. Thanks, Amanda.

Thank you, Chair. Probably one of the most foundational ones is the -- we are 18 months into our 3-year infrastructure transformation program. This is essentially delivering the at transformation of our applications from on-premises to cloud. In parallel, we are, one, building out our cloud center of excellence within Perpetual; two, evolving our relationship with 2 key partners, Fujitsu and Microsoft to ensure the appropriate support models in place. In simple terms, we're making sure that as we transform our platform, we uplift our technology operating model to grow and evolve with it. Thank you.

Next question, Sylvie?

Chairman, as investors, we look to results and analyze them to get an insight as to what they mean for the future of a business. With PAMA, this is difficult considering, firstly, impacts relating to prior periods. For example, prior period distributions and variable incentive payments; secondly, external forces, for example, increasing value of equity markets; finally, one-offs that won't be repeated. Can you give us a picture of what the AUM revenue and profit would look like without these factors to show what results from the implementation of the PAMA strategy?

Thank you. Very -- not an easy question and clearly one for the CEO to answer. Rob?

Yes, it is a very difficult question to answer because there are so many different moving parts that impact the financial result for an asset management company, many of which -- many of those elements outside of our control. For example, you mentioned the value of equity markets, obviously, something we can't control. What we can control is our relative investment performance within that. I think in terms of the effect of the implementation of our strategy on our results, I would like to say that it's been positive, whether that be through new product developments, such as in the course of the last financial year, our multi-asset ESG fund, which received substantial interest and positively impacted our flows, and therefore, will ultimately impact our revenues or considerations about opening up new distribution channels. And for example, this year, we expect to be launching some exchange-traded managed funds that will be listed on the stock exchange in addition to the already existing listed vehicles we have. So yes, I think the impact of our strategies has been positive. In terms of its impact on flows, we hope for that to continue.

Thanks, Rob. Next question.

The third question from the ASA is, can you please comment on the PAMA funds outflow by channel? From the chart on Page 29 of the CEO's FY '21 results presentation, it appears that the greater slippage is now in the intermediary channel.

Rob, do you want to comment on that?

Yes, sure, Tony. Over the course of the last financial year, we had total net outflows in the PAMA business of $2.8 billion. Intermediary outflows were around half of that total. Institutional outflows were around $1 billion. Pleasingly, though, we saw, particularly on the back end of improved investment performance, the flow profile improving towards the end of the year to the point where in the fourth quarter of the financial year, we had a positive quarter of flows. And as I just mentioned in my address earlier, as announced this morning in our Q1 '22 market update, we've had positive net inflows within the intermediary channel driven predominantly by our credit and multi-asset businesses.

Thank you. Next question.

PAMA and the introduction of ETFs into the portfolio, is this part of a strategy to increase the presence of retail investors in the customer mix to offset the historic loss within the institutional channel? Or is it to respond to increasing demand with this style of investment from advisers?

Again, Rob, I think this is for you.

Sure. Thanks, Tony. It's really a bit of both. I touched on the launch of active ETFs in my previous response. It is an important part of our strategy where we want to provide contemporary access points for our clients across different channels and providing active ETFs, which are a relatively new phenomenon to the Australian marketplace, certainly will do that. It will provide an access point for advisers on behalf of their clients and for clients to directly support our leading investment capabilities. We're looking to launch 2 of these funds over the course of the financial year. And I would imagine over time, we'll have a suite of those sorts of vehicles to provide a listed avenue for clients to access what has been a strong growing market, part of the market, albeit relatively new here in Australia.

Thank you. Next question.

The last 18 months has been one of transformational change for Perpetual. Can you share any particular integration challenges and how these have been resolved? Has there been any increase in employee turnover within acquired businesses?

The Board has really been pleased with the way that the management team has not only executed these -- found these strategies, but also in the way they've executed. I think the best person to provide some insights into this question is our Chief Risk Officer, Sam Mosse, and I'll ask Sam to comment or answer this question, please.

Thank you, Chair, and good morning. Importantly, our risk management frameworks and government frameworks apply globally for Perpetual. So what this means is that we ensure that we understand the risks that we're taking globally and have good processes and controls and systems throughout the world so that we can ensure that integration and transition of these businesses works really well. So it's a case of ensuring that we act -- we think globally, but we act locally in the way we integrate these businesses. Thank you.

Thank you. Next question.

With Perpetual's renewed emphasis on its ESG credentials, both within its own business and the businesses its funds invest in, what measures are being taken to assure investors, both in PPT and its funds, are of the integrity of these credentials?

I think, firstly, we stand behind what we disclose to the market through our relevant reports and here refer you to the sustainability report and impact reports and ESG reports. As Rob and I mentioned in our presentations, we've implemented a number of initiatives on ESG, and I'll refer you those to our -- the text of our speeches and to those reports in answer to this question. But clearly, the integrity of the way we report is fundamental to Perpetual as indeed is every other aspect of our business, but thank you for the question.

The next question is, will the Trillium practice of also advocating with investee companies to promote positive change on ESG topics become part of Perpetual's relationship with businesses that it has ownership of?

I think, again, as we've outlined extensively how we -- in my presentation and in Rob's in relation to how we handle issues in relation to Perpetual and in the way that our management teams, investment teams, asset management teams approach it, and again, I'd refer you to those comments. Next question.

What is an ESG Workbook, as referred to on Page 21 of Perpetual's FY '21 annual report? And how is it used?

Good question. I'm going to pass that question to Amanda Gillespie, our Group Executive for PAMA, who was in the earlier video, and get Amanda to explain the ESG workbook. Thanks, Amanda.

Thanks, Chair. Yes, over the past year, PAMA has introduced a new proprietary ESG workbook for our equity investment managers and analysts. Essentially, this is a proprietary dashboard that is generated on a stock-by-stock basis, and it draws on internal and external data to score across a range of ES&G criteria. And it generates red flags where there are material issues to investigate, and it's used by the analysts to really bring those material issues to the fore when they are engaging with the investee companies.

Thank you. I think, Sylvie, that completes the ASA questions. Is that...

Yes. We have another question from a shareholder, Chairman.

Thank you.

The question is from shareholders, [ Timothy ] and [ Andrea Hackney ]. And the question is, what action is the Board taking to ameliorate the impact of anthropogenic climate change upon the company?

Thank you for your question, [ Timothy ] and [ Andrea ]. I mean, clearly, anthropogenic climate change or human impact climate change is something I've commented on and as Rob has also. And as we mentioned earlier, we recognize that climate change is one of the most significant long-term challenges that are facing the world, and we're committed to taking action and playing our role in that. In those presentations, we outlined what we were doing to reduce our environmental impact, improving disclosure on climate change, using our influence through shareholder engagement and investing responsibly for the climate and our clients. And I would refer you to those presentations and, in particular, to the sustainability report, the responsible investment strategy report and the corporate governance report that we have on our website. But thank you for your question. We now -- if there -- were there any questions during the meeting?

No, Chairman. We haven't received any questions during the meeting on this item.

Okay. If I then move to whether there are any questions by phone, oral questions.

There are no questions at this time.

Thank you. And in terms of -- so we -- just to cross check. There's no questions for the auditor?

No, Chairman. There hasn't been any questions for the auditor.

Don't let Brendan get away. Thank you. Okay. So that completes the first item of business. We are now going to move to 7 resolutions which require voting. As I said earlier, for each resolution, we'll show you proxies received prior to the meeting, and then we'll vote. And I confirm that I'm holding open proxies -- where I am holding open proxies as Chairman. If they're directed, I'll vote accordingly. If they're undirected, I will vote in favor of each resolution. The first resolution is the adoption of the remuneration report. This is an advisory resolution. The remuneration report, as you know, forms part of the director's report and is included in the company's annual report. The remuneration report provides important information on our policy in relation to remuneration for key executives, the relationship between remuneration and the company's performance, including information about performance measures applicable to the variable incentives and details of remuneration actually paid to KMP for the financial year ended 30th of June '21. The shareholder vote on this resolution is advisory only, and the outcome of the vote is not binding on the Board. However, if the company receives votes of 25% or more against the remuneration report at 2 successive AGMs, a resolution to call a spill meeting may be put by shareholders at that second AGM. Now before we formally consider and open it to questions and discussion and then vote, I'd like to ask Nancy Fox, as Chairman of the Perpetual People and Remuneration Committee, to make a few comments in relation to the very detailed report that, that committee has put to the Board for adoption. Nancy, over to you.

Thank you very much, Chair. Good morning, ladies and gentlemen. As Chairman of the People and Rem Committee, it is my pleasure to present to you today our key remuneration outcomes for the 2021 financial year. As highlighted by Tony and Rob earlier, despite the external environmental challenges during the year, our group executives have done an important job in executing the company's strategy and gaining the ground lost from the impact of the pandemic. FY '21 was a critical year for our strategic positioning and growth opportunities. The acquisitions of Barrow Hanley and Trillium were truly transformational and delivered immediate and ongoing value to shareholders and clients. These significant acquisitions have repositioned Perpetual for future growth and long-term resilience. In addition to the improved financial performance, Perpetual continues to deliver positive outcomes for clients as evidenced by substantially improved investment performance and a group Net Promoter Score of 44, achieving Perpetual's goal of maintaining an NPS above 40. This was the second consecutive year we achieved this even during a period when COVID-19 has had an impact on client engagement. When deciding whether an incentive is awarded for executives in any given year, your Board, through its People and Remuneration Committee, considers a range of factors. As outlined in our 2021 annual report, Perpetual uses a balanced scorecard to allow the company to focus on both short- and long-term strategic priorities. To date, this approach has served the company well and continues to do so. In FY '21, the scorecard was weighted 60% financial performance measures and 40% to other strategically important measures that the Board considers to be lead indicators of future value creation. The Barrow Hanley acquisition occurred partway through FY '21. To recognize the potential impact on remuneration-related goals and targets, the Board determined to apply an additional EPS accretion gateway to 2/5 of the UPAT measure under the balanced scorecard as well as increasing the UPAT target to reflect the anticipated additional profit associated with that acquisition. Importantly, both the gateway and revised UPAT targets were achieved in FY '21. In arriving at the proposed variable incentive outcomes for executives in FY '21, the Board weighed up 4 factors: financial performance, successful implementation of strategy, retention in a more competitive market for talent as well as shareholder alignment and returns. Perpetual is at an important stage in its transformation, and the Board considers that a fairly rewarded and incentivized executive team focused on execution is key. Consequently, the Board is determined to award the CEO a Variable Incentive award of 100% of target or 57% of his maximum opportunity. Individual outcomes for other group executives were awarded between 78% to 112% of their targets or 44% to 64% of the maximum opportunity. During FY '21, the deferred equity component of the FY '18 Variable Incentive awards vested for participating executives. The vested value of the grants were, on average, 30% of the original maximum opportunity available in FY '18. The Board believes this outcome provided appropriate alignment of group executives' outcomes with shareholders' experience. In exercising its discretion, the Board approved this outcome. And moving to COVID-19. The prolonged COVID-19 pandemic continues to present challenges, economic and market conditions, whilst also significantly impacting the wider community. In response to the uncertainty caused by the pandemic, group executives and nonexecutive directors agreed to voluntary reductions of fixed pay and base director fees. For the first 6 months of FY '21, the CEO and other group executives took fixed pay reductions of 20% and 10%, respectively. For the same period, the Chairman took a 20% reduction in base director fees, with other Board members taking a 10% reduction. Increases were made for 2 group executives during the latter half of FY '21 in recognition of broader responsibilities with reference to internal relativities and external market benchmarks. Now as we look forward to FY '22, there will be no significant changes to our executive remuneration framework beyond some group executives receiving fixed remuneration increases with effect from September 1. In addition, base director fees for the Chairman and nonexecutive directors will increase effective July 1, 2021, which will be the first increase since 2016. We will continue to review our performance and reward approach in the coming years to ensure our remuneration framework stays aligned with our strategy. Additionally, we will monitor emerging industry trends and maintain compliance with any upcoming regulatory changes. The Board is confident that Perpetual's remuneration framework remains strongly aligned to our strategy, core values and desired culture and continues to be supported by our robust risk management framework. We understand the importance of providing clarity and transparency in relation to the remuneration of key management personnel, and we continue to be committed to this. On behalf of the Board, I would like to thank shareholders and other stakeholders for your valuable feedback and ongoing dialogue on our remuneration approach. Finally, I, too, would like to acknowledge and thank the many people across the company for delivering high-quality client outcomes throughout this difficult year and successfully executing a transformational strategy, which positions Perpetual well for the future. Thank you.

Thank you. Thank you, Nancy. We'll now move to questions. First, I'll call for written questions received prior to this meeting on this agenda item of approving the remuneration report. Sylvie, did we get questions prior to the meeting?

Yes. Thank you, Chairman. We received 2 questions. The first question is from Downland Enterprises Pty Ltd. The question is, employees are expected to do their job well or be fired. Do they share your bonuses in proportion? And do they get a healthy payout when they leave? If not, why not?

Thank you. Nancy, could I ask you to take that question, please.

Thank you very much for the question. We pride ourselves at Perpetual on rewarding our employees fairly. Recognition for performance at Perpetual is delivered in a number of ways. For example, through career progression or through an internal awards program as well as remuneration. In terms of financial rewards, employees are rewarded in accordance with our performance management framework with processes in place to reward employees across performance deliverables, risk management and behaviors. There are also processes in place to ensure that distribution of bonuses is fair and equitable. Thank you.

Thank you. Sylvie, are there other further questions received?

Yes, Chairman. The following question is from the ASA. While we understand that Perpetual is still well under the cap for directors' fees set in 2006, could you please share with us the Australian dollar percentage increase from FY '20 actual versus FY '22 planned of total director fees and describe the premium, again in Australian dollars, paid to the U.S.-based director?

Nancy? I covered it briefly in my presentation, but the...

Yes, I do. Thank you, Tony. As mentioned earlier, director fees were last increased in 2016. And in total, we anticipate FY '22 fees will increase by 9%, which excludes our recently appointed U.S.-based non-executive director. In relation to the U.S. director, market fees in the U.S. are higher, so she is paid a fee of USD 180,000 as a base fee. Therefore, we expect that total director fees will increase by approximately 30% to a total of $1.6 million. Thank you.

Thank you. Sylvie, do we have any other -- any written questions received during the meeting?

Chairman, no, we do not have any written questions received on the rem report.

Sorry. Thank you. Any participants by phone asking any questions?

There are no questions at this time, Chair.

Thank you. Okay. It appears then that there are no further questions. So we'll move to voting on this item. You'll see the proxies come up where we are on this. So on resolution 1, please cast your vote for, against or abstain as indicated on that slide and as we talked about earlier. So please do that now if you haven't already done so. And as I said earlier, you can vote throughout the meeting at any time, and you can change your vote at any time. [Voting]

Thank you. That completes the first item. We now move to the reappointment for nonexecutive directors. The first of those, resolution 2, is the reappointment of Craig Ueland. Craig was appointed as a director in March 2012 and was last reappointed at the 2018 AGM and now stands for reappointment. The Board does have a policy that nonexecutive directors should not seek reelection after 3 elected terms unless the Board requests them to do so. Craig is seeking reelection at the Board's request having completed his 3 terms. The Board considers that Craig's extensive overseas experience, particularly his U.S. experience, to be highly relevant to where the company finds itself over the next few years, and we're pleased that Craig is prepared to offer himself up for reelection. Details of his career are set out in the explanatory memorandum. The Board, with Craig abstaining, unanimously supports his reelection. I'll now invite Craig to say a few words. And Craig is, in fact, joining us from the U.S. Thank you.

Fellow shareholders. It is an honor to be asked to seek reelection to the Perpetual Board. Perpetual is an important point in its modern history, with 2 recent major acquisitions in the United States, no easy feat in the best of times, but made even more challenging by the pandemic. An Australian business with resurgent investment performance and a strong CEO and strong Chair, Perpetual is well positioned for future growth, both for shareholders and for client. My wife and I fit in both categories as shareholders and clients. This growth environment in turn creates opportunities for talented Perpetual employees both in Australia and overseas. I have had the good fortune of spending my career working in international investment industry, 25 years of which was at Russell Investments, a global leader in multi-manage investing and the developer of the Russell Indexes. During this time, I opened Russell's office in Australia, headed its business in Europe and served the group in various roles, including as Chief Financial Officer, Chief Operating Officer and President and CEO. The Board has concluded that my skills and experience are a good fit with Perpetual's needs as it transitions from a primarily Australian business to an organization operating globally. I feel I owe the firm and its shareholders nothing less than my support during this important transition, which is why today, I seek reelection beyond the customary 9 years to the Board of Perpetual Limited. Thank you.

Thank you, Craig. Sylvie, any questions on this item prior to the meeting or at the meeting?

No, Chairman.

Any questions by phone?

No, Chairman.

Thank you. I'll now put the resolution. The proxies will be displayed. Here they are. Please now vote for, against or abstention through the online platform. Thank you. [Voting]

Now I move to the next reappointment, and that is Mr. Ian Hammond. Ian was appointed as a director in March 2015 and was last reappointed at the 2018 AGM and now stands for reappointment by shareholders. Details of Ian's career are set out in the explanatory memorandum. And as you know, Ian chairs the Audit and Risk Committee. The Board, with Ian abstaining, unanimously supports his reelection. And Ian is here with us, and I'll ask him now to say a few words from the lectern here. Thanks, Ian.

Thank you, Tony, and good morning, shareholders. I continue to be enthusiastic about the opportunity to serve as your director on this company, and I would greatly appreciate your support this morning. I'm committed to ensure I have the necessary time to devote to this important role and have limited my ASX director appointments to one other, Suncorp. I also spend a lesser amount of time on charity and a government board role. I believe I continue to make a valuable contribution through my extensive experience in the industry and expertise in financial and risk management. I have previously spent 26 years as a partner of PricewaterhouseCoopers, including many years in working with some of Australia's largest financial institutions and global financial services groups. I have also now gained significant experience as a nonexecutive director. As a part of my responsibilities as a director, I currently chair the Audit, Risk and Compliance Committee, and I am a member of the Investment Committee and Nominations Committee. As you've heard today, I'm very excited about the progress the company has made under the leadership of our CEO, Rob Adams, and his executive team to deliver a growth strategy, both in domestic and global markets. Considerable hard work is still ahead of us to fully realize the benefits of these strategies for shareholders. but I have great confidence in the outcomes ahead. Thank you again for the opportunity to serve you and the company.

Thank you, Ian. Sylvie, any questions before or at the meeting for Ian?

Yes, Chairman. We received a question from ASA. As Chair of the Risk Committee, can you outline how you and other members of that committee are keeping current in the challenging area of cybersecurity? Are you using external advisers to assist with this?

Thanks, Ian.

Thank you to the Australian Shareholders' Association for your question. And I certainly agree that cyber risk is a significant issue which requires careful management. I do confirm that directors draw upon both internal and external sources to remain up-to-date with cybersecurity. At Perpetual, we have a robust framework in place to understand and oversee cybersecurity. We conduct comprehensive internal and external monitoring, which covers environmental activity, notable security incidents and new threats. The committee receives regular updates on our business' 3-year delivery IT program. And our cyber strategy included the import of external consultants. Additional reports are received for outlining Perpetual's status in relation to any significant industry or global threats as they occur. In parts of our business, Perpetual processes large volumes of client data, such as in our PCT debt services business. The Risk Committee and our clients receive periodic audit reports on IT and data controls from our external auditor, KPMG. Thanks, Tony.

Thanks, Ian. And Sylvie, any written questions during the meeting?

No, Tony.

And any telephone participant questions, please?

There are no questions, Chair.

Thank you. We'll then move this item to voting, The proxies will appear. There they are. Please now vote for, against or abstain. And again, voting can occur at any time. until 5 minutes after the close of the meeting. [Voting]

We now move to the reappointment of Ms. Nancy Fox as a director. Nancy was appointed as a director and shareholder in 2015 and was last reappointed at the 2018 AGM and now stands for reappointment. Details of Nancy's outstanding career are set out in the explanatory memorandum accompanying the Notice of Meeting. And the Board, with Nancy abstaining, of course, unanimously supports her reelection. And as you know, she's also a Chair of the People and Remuneration Committee. I'll now invite Nancy to say a few words. Thanks, Nancy.

Thank you, Tony, and good morning again. It's my honor to stand for reelection. As Tony said, I've been on the Board since 2015. And as you know, I chair the People and Rem Committee. I also sit on Ian's Audit and Risk Committee. My executive career was focused on several roles as Managing Director for banking and financial service firms with responsibilities including business development, governance and strategy. I've been a Board Director for 15 years, and I sit on other Boards, mostly within financial services, but perpetual is my major listed Board. I have capacity to fulfill my roles at Perpetual. This is a transitional time for Perpetual. I am very excited by the growth opportunities and our transition to a global player. Thank you for your support.

Thank you. Okay. We'll move to questions and comments. Any questions prior to the meeting?

No, Chairman. We didn't receive any.

Any questions during the meeting? Any oral questions or phone?

There are no questions.

Thank you. The proxies will appear. Please vote for, against or abstention. [Voting]

The next item is the reappointment of Ms. Mona Aboelnaga Kanaan as a director. Mona was appointed a director on the 28th of June 2021 and now stands for reappointment by the shareholders. Details of Mona's career are set out in the explanatory memorandum accompanying the Notice of Meeting. And the Board, with Mona abstaining, unanimously supports her election. And as I said in my introductory comments, we're very pleased to have been able to secure someone of Mona's experience and ability. I'll ask Mona now to say a few words.

Thank you. Thank you, Tony. Firstly, let me say thank you to all of you for the opportunity of serving on the Perpetual Board. I'm Mona Aboelnaga Kanaan, and I'm standing for reelection to the Board where I've served since June of 2021. It has been a great privilege to serve on such an engaged Board at a time of great transformation for Perpetual. In my career, I've had the great fortune of sitting on all sides of the table. I'm an experienced CEO, serial entrepreneur, investor and Corporate Director with over 30 years of experience in global finance and investments. Currently, I'm a managing partner of K6 Investments, a private investment firm which invest in financial services, e-commerce, tech and consumer products. Previously, I served as President and CEO of Procter Investment Managers, a firm I co-founded in 2002 to make private equity investments in traditional and alternative asset managers in the United States. I sold the firm to National Bank of Canada in 2006 and stayed on to run the business until 2013. I'm a qualified financial expert by SEC in the U.S. standards. And I'm a member of the Board of Directors of Sterling Bancorp traded -- publicly traded on the New York Stock Exchange. I chair our Audit Committee. And I'm a member of its Executive Committee, Enterprise Risk and Credit Committees. I likewise serve on the Board of FinTech Acquisition Corp, a NASDAQ-traded special purpose vehicle for the fintech space and there, I, too, chair its Audit Committee. With a deep commitment to financial innovation and inclusion, I serve on the Board of Advisors of Ibancar, a consumer lending fintech specializing in collateralized auto lending in the country of Spain; and on the advisory board and fintech task force of Dubai-based venture capital firm, Global Ventures. I also serve as a leadership fellow of the National Association of Corporate Directors here in the United States. I'm so excited and pleased to serve on the Board of Perpetual and support the company with its continued transformation and growth. I strongly endorse both organic and acquisitive growth and have been fortunate to be experienced in both these forms of strategy. I thank my fellow Board members for their support. And I thank you, our shareholders, for your consideration and for the honor. Thank you.

Thank you, Mona. And I should have mentioned that Mona is clearly in the U.S., in New York. Moving to questions and comments. Sylvie, did we receive any questions before the meeting on this appointment?

Yes, Chairman. We received the following question from the ASA. As a large part of Perpetual's business is now in the U.S., how do you intend to approach your new role on Perpetual's Board?

Thank you.

Thank you. Thank you for your interest and for the question. As I mentioned in my previous comments, I feel very fortunate indeed to have a career which provided me with diverse experiences and perspectives given my roles as portfolio manager, entrepreneur, CEO and now Corporate Director. While my role at Perpetual is certainly one of governance, during this transformational time, I hope to bring new insights and fresh perspectives on global and U.S. markets as someone who has founded, bought and sold and manage asset management businesses. As Perpetual's director on the ground, I also hope to bring my 30 years of private equity and asset management experience and a deep understanding of the people, performance and trends that dominate and resonate throughout the sector in the U.S. and beyond. Thank you again.

Thank you. Any questions received during the meeting?

No, Chairman.

Any telephone questions, please?

No, Chairman.

Thank you. We'll move to voting on this item. The proxies will now appear. Please vote for, against or abstention. Thank you. [Voting]

That completes the reelection of the 4 directors. I'd now like to move to the approval of the 2021 variable incentive equity grants for the Managing Director. There are 2 resolutions here. The first one deals with his equity rights, and the second one deals with the longer-term performance rights, which is subject to a hurdle. So I'll take each resolution in turn. Resolution 6(a). This one is to approve the grant of 21,560 share rights in accordance with the variable incentive plan and Rob's contract of employment. Part of the variable incentive outcome for financial year '21 was awarded in unhurdled share rights, which is what we're voting on, on this resolution. They have a 2-year vesting, plus a 2-year hold after that. Full details of these have been provided in the explanatory notes in the Notice of Meeting, and the Board unanimously supports this resolution. Sylvie, do we have any written questions prior to the meeting?

No, Chairman.

Any written questions during the meeting?

No, Chairman.

And do we have any questions by phone?

No, Chairman.

Thank you. It appears that there are no questions, I'll move to voting. The proxies are there on that slide. So could you please vote if you haven't already done so: for, against or abstention for this resolution 6(a) in your material. Thank you. [Voting]

I'll now move to resolution 6b, which is the second part of the variable incentive. This resolution is to approve the grant of 21,560 performance rights to Rob Adams in accordance with Perpetual's variable incentive plan and its contract of employment. These are awarded on the basis of hurdled performance, which are subject to a 3-year compound annual growth rate set out in the explanatory memorandum. And they have a 3- and 4-year vesting period. Sylvie, did we receive any questions before the meeting?

No, Chairman.

Any questions during the meeting?

No, Chairman.

Any telephone questions?

No, Chairman.

Thank you. The proxies will now appear. Please now vote for, against or abstention. [Voting]

Okay. Thank you for bearing with us. We're now on the final resolution, on resolution 7, which is the so-called proportional takeover provisions. This is a special resolution, not an ordinary resolution, as I mentioned earlier, and to pass requires at least 75% of the cast of the votes that are cast by members that must be in favor. We last refreshed these provisions with you at the company's 2018 AGM, and that refreshment will expire this month if they're not renewed. Just by way of brief explanation, many public companies have proportional takeover provisions in their constitution. Under a proportional takeover bid, an acquirer, in effect, offers to buy a certain percentage of each shareholder's parcel. The benefit of a proportional takeover provisions which we insert is that in such circumstances, rather than each shareholder deciding on their own and whether to accept for only part of that offer, the shareholders come together and look at it on a collective basis. This allows the Board to ascertain the shareholders' view as a whole on any proposed proportional bid. Under the Corporations Act, shareholder approval of the proportional takeover provisions are required to be refreshed every 3 years. And hence, that's why we're before you again. At the date of this meeting, I can confirm that the Board is not aware of any proposal by a person to acquire or increase a substantial interest in the company. Further information on the proportional takeover provision are provided in the explanatory notes to the Notice of Meeting. Technical, but these are important provisions that the Board considers we should refresh each 3 years. Sylvie, did we receive any questions -- written questions prior to the meeting?

No, Chairman.

Any written questions during the meeting?

No, Chairman.

Any telephone questions?

No, Chairman.

Thank you. I'll now move to putting the resolution, and the proxies appear there on the screen. Thank you. Please cast your vote for, against or abstention. [Voting]

Just to remind you that voting completes 5 minutes after the meeting closes. And just to remind you also that we will publish to the ASX the results of the voting later today as -- and when they're finally tabulated through what's been cast today and the proxies. But I think the flow of the proxies give you a good feel for where shareholders sit on each of these 7 resolutions. And barring anything I haven't seen, I congratulate the 4 nonexecutive directors on their reappointment. Now I said earlier that I'd like to pick up anything that shareholders hadn't covered with us during the meeting or under the items. I understand that there are 2 matters in that regard, and I think there's no further questions. Both these questions have come from Ms. Rita Mazalevskis, I'm sorry, and I'll read each of them and then answer. The first one is, you and the Board did not directly respond to a few of my outstanding shareholder questions from last year's AGM. I request you and the Board to respond to this AGM to an outstanding part of the question. Without a borrower's knowledge, is it true that Perpetual becomes a proprietor of the bundle? If so, how is it possible that Perpetual is the registered proprietor of the bundle of mortgages and also the true registered mortgagee? Rita. And the second one. Is there a second question there? Chair, I request a response from the Board to this AGM on my follow-up question from a delayed response Perpetual provided in December from 2020 AGM. How can borrowers possibly not be party of the funding, as Perpetual has stated, because the borrower of their asset secured equity, would the funding still be possible? Rita. Rita, before the meeting, I actually did check and would check that if we undertook to answer questions at the last AGM that we did so, and I know that we wrote to you on the 30th of November with extensive replies to all of the questions that you raised at the AGM, what I propose to do with these 2 questions is to, again, answer these questions directly with you after the AGM to make sure that we've understood these questions. I'm a little surprised that we haven't heard from you and our staff, I know, I tried to be in contact with you since that letter. But be that as it may, I will take both of these on and will respond directly. As a further question from Rita. I request a response from you and the Board of this AGM to my following further question from last year. Perpetual has stated that a mortgage will be registered with the land registry, is that is in the form required per the applicable governing rules and procedures. Why is there no principal sum or a charge registered -- on registered mortgages with Perpetual as mortgagee as required under section 105 of the Transfer of Land Act 1893 WA and also by precedence? Rita. Thank you for that. I will take that on board as well, and we will answer that question as part of the further reply that I'll provide to you. I hope that answers your questions, but we are ready to answer any further questions you may have, and as it is my practice to follow up and make sure that any questions we take on board at the AGM are covered in subsequent responses. Are there any other -- Perpetual's responses were not responded to fully. Hence, my further questions due to the restrictions with the virtual AGM. So if I have no contact from Perpetual, this is a false statement. I can say, Rita, that I have the letter in front of me of the 30th November 2020 addressed to you. I'll definitely make sure our people follow up with you immediately after this meeting that you did receive that letter. It's extensive and covers the questions. And as I said earlier, it's my practice to check that we answer questions that are asked at the AGM. Indeed, any questions that are asked by shareholders. Thank you. Are there any other questions? Thank you. Okay. I think that gets us to the end of the meeting. And as I said, the declaration -- is there an oral question? Any oral questions? All right. Thank you. Sorry. Thank you for your patience during the meeting. We did have a long agenda and issues, but they're all very important, and we've sought to answer all questions. And to the extent that we haven't, particularly in the last 3, we will follow that up immediately after the meeting. As I said earlier, the results of the poll will be announced via the ASX this afternoon, and we'll make those results available to you. As there being no other business that I can see, I will declare the meeting closed, and thank you for participating. And let's all hope that next year, we'll be here in person, and we'll be able to break and share some time with you and a cup of tea or whatever with you, our shareholders. next year. So thank you. And with that, I'll close the meeting.