PWR Holdings Limited (PWH) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Teresa Handicott, and I'm the Chairman of PWR Holdings Limited and of today's Annual General Meeting. On behalf of the Board, I warmly welcome you here today to our AGM. It's great to see so many of our shareholders and stakeholders to be able to be here today to see our manufacturing facility. And for those of you who are able to join us for lunch, I hope you enjoyed the feed, some of which is complements of Kees' [indiscernible], and of course, the company. I also warmly welcome those who are joining us today by webcast. As you may have noticed, we do have products on display, and you -- no doubt warned before you went on tour to not take photographs or videos of these products. We're very conscious both of our IP and that of our customers' and of the confidentiality arrangements we've entered into. And as beautiful and as photogenic as they are, we ask you to respect that and desist. In addition to those participating in the meeting today, we have received proxies from 186 shareholders representing approximately 48% of the issued capital. As I said, the meeting is being webcast live, and a copy of its recording will be available on our website after the meeting. To ensure your safety, we've made available hand sanitizer and mask, if you would wish to wear one. I'll start with introducing my fellow directors. Firstly, I know he needs no introduction, but I will, Kees Weel, the founding shareholder and Managing Director of PWR. He's a globally recognized automotive cooling expert. But his ability to lead the constant change and ongoing growth continues to be critical to PWR's success. Jeff Forbes, at the other end of the table, has been a director since the company listed and chairs our Audit and Risk Committee. He's a very experienced listed company director, who contributes very strong financial capability and extensive experience in global operations, and in particular, the U.S., where we have significant operations. Roland Dane has been a director since 2017, and he's a very experienced business owner across a number of sectors, but in particular, as most of you know, in the global motorsport industry. Roland, with the unanimous support of your Board, is standing for reelection as a director today. We also have our senior leaders here with us today or at least those of them that are within Australia. I'll ask them to stand as I introduce them. Firstly, as always, Matthew Bryson, who has been with PWR for over 20 years, and importantly, leads our technical and commercial team. Martin McIver, our Chief Financial Officer, who's pretty quickly become an integral member of the team and has built strong relationships throughout the business. He joined us in April 2021. Andi Scott. He's our GM of Advanced Technology, and he has been with PWR since 2016. He's a highly experienced engineer and leads the growth in our aerospace and defense business. Mick Cullen, Mick's been with PWR since 2003. He started his career as a fabricator and he's now our General Manager of Production in charge of production, both here in Ormeau and in Europe. Paul Belcher joined PWR in late 2021, and has the role of GM of Operational Excellence. He is responsible for ensuring our exacting quality standards submit and ensuring we meet the stringent requirements of AS9100, Nadcap and other important quality standards. Tim, Tim Pahn, he's on -- he is, sorry? He's an apology, but I'll describe him. He's been with PWR since 2015 and has been recently appointed as our GM of Global Performance Aftermath, with a mandate to grow and expand our share of the automotive performance aftermarket across the globe. Rob Lancaster joined PWR in January this year, he's our Human Resources Manager. Rob is an engineer himself, so he gets us, and an experienced human resources manager and he leads our global HR team. Finally, Lisa Dalton, who has been our company's secretary since pre-listing, She's a very experienced company secretary and governance expert, and she provides incredibly valuable support to both the Board and the business generally. I'll also introduce our leaders at PWR North America and Europe, who can't be with us in person today. First of all, we have Steve Russo, who's the General Manager for PWR North America. He's a mechanical engineer with more than 30 years experience in the Tier 1 automotive heat exchanger industry. He joined us in 2017, and he's been in the lead in North America since 2020. Andy Burton is our General Manager for PWR Europe. He's also a qualified mechanical engineer with experience in motorsport and automotive industries. He joined us way back in 2007, and he leads the business development team in the U.K. and Europe. Finally, please welcome Tracey Barker, the audit partner at KPMG, who is the company's auditor; Stephanie Daveson, partner from Clayton Utz, our lawyers; and [ Jessie Yarmer ] the other -- another representatives from our share registry, Computershare. So today's meeting will proceed as follows. I'll start with a short address summarizing some key points for the financial year '22, including progress on the implementation of PWR's strategy. Kees will then review the financial performance and operational development for PWR for the last year. And we'll talk a little about our expectations and plans for the future. Shareholders will then have the opportunity to ask questions about the company, my address or Kees' presentation before we move to the formal business of the meeting, at which time I'll take your questions specifically on each of the proposed resolutions. And then I'll give another opportunity right at the end for any final questions or queries before I close. So starting off with my address. Your Board continues to spend considerable time on the group's strategy and its implementation. It's one of the things we focus enormously and spend a lot of our time on. Growth, profitability and excellence are the 3 pillars of our strategy. We understand that the decisions that we make today will not only affect the current financial year, but the medium- and long-term prospects of the company. A few years ago, we made the decision to leverage our knowledge and capability in the motorsport industry into the aerospace and defense sector. In 2020, we appointed Andy Scott as the dedicated leader to develop this part of the business. In 2021, we made a significant step forward with the achievement of AS9100 certification to enable growth in this sector. This year, we added to those capabilities by achieving Nadcap accreditations for both our chemical processing and heat treating applications. The accreditation follows recent site audits for both of these processes, and it sets us up extremely well to support the targeted growth in our Aerospace and Defense business. Now I have to mention this again, all the required work for these certifications was led and performed in-house. So I see this as an independent endorsement of the quality of the processes that the team has built and to their teamwork, passion and capability to actually get it done in what is considered to be a relatively short period of time. This year, we've also successfully grown our capability in the U.S. through the opening of the new aerospace and defense machine facility. We're very pleased to have been able to announce to you in our results that we achieved year-on-year revenue growth of 56% in the aerospace and defense sector in financial year '22. So Andy and his global team have succeeded in positioning PWR brand in the sector very successfully and very well in what we consider to be a relatively short period of time. But as I think you know, this is only the beginning of our ambitions to grow in this sector. And so this year, your Board conducted an extensive search for a Non-Executive Director with deep defense experience to enhance the credibility and expertise we have already built. And you will have -- some of you may have seen from yesterday's announcement that the Board has appointed Mr. Kym Osley as an additional Non-Executive Director of PWR from 1 February 2023. And we're very keen to get that done in time to be able to introduce him to our shareholders here today. Kym is a widely respected and defense industry executive. He has extensive connections across the defense ecosystem, not only here in Australia, but overseas with the defense force, with government and with defense and aerospace-related companies around the world. He brings to our Board over 45 years defense experience, both in the military, but also in the defense industry. Since he left full-time military service, he's been a senior member of the International Consulting firm, PricewaterhouseCoopers, providing strategic adviser defense on key procurement programs, and most recently has assisted the Australian defense industry as the New South Wales defense industry advocate. Kym is very enthusiastic about the defense industry in Australia, and is excited about our opportunities and our growth plans. Now his experience and deep knowledge of defense, together with his enthusiasm, will bring both practical and strategic prospectus to PWR, supporting the business to provide its superior cooling technology to the defense industry on a global basis. And whilst we're delighted with where we've got to at this point, Kym will help us narrow our focus to pick the right opportunities at the right time to optimize our opportunities. So Kym, on behalf of the Board, I very warmly welcome you to PWR, and I'm very much looking forward to the contribution you can make over time. So we've also, for some time, been planning to expand our capability in Europe to enable us to manufacture some of our products closer to our customers. So we decided to do this in the U.K., and the acquisition of the small business Dockings Engineering in August was a strategic move to purchase initial capability and capacity. This is the platform from which we will grow our European manufacturing capability, and we welcome the Dockings employees to the PWR team. Now I've said to you before, and we have always been and will continue to be very conscious that growth can present its own challenges if it's not carefully managed. So besides our ambitious growth plans, the other 2 pillars of our strategy, firstly, ensuring that our growth is profitable and ensuring excellence in everything that we do, they are equally important to us. During the year, we continued to invest in our most important asset, our people, and their development. And we commenced a frontline leadership program, focusing initially on the participants' understanding of their own behavioral leadership styles and their impact on those they lead and work with. We also invested in leading-edge technology and equipment to support the new PWR North America aerospace and defense machine shop, which I referred to earlier. And we've invested in our systems and processes with the commencement of a review and optimization of our current ERP system and assessment of a number of global human resource management systems with selection to be made in the current financial year. Looking at financial year '22, our profitability pillar kept the team very focused, and PWR delivered a record result with NPAT of $20.8 million, up 24% on the prior period. The group continued to deliver on its growth objective through implementation of its ongoing capital investment and research and development programs, while still producing a strong return on equity of 27%. PWR was also admitted to the ASX 300, an achievement of which we are all very proud. Cash flows remained strong, but were impacted by our conscious decision to increase inventories of raw materials in response to the global supply challenges, which only have only been further heightened by the war in Ukraine on our global aluminum supplies. The decision to increase the inventories of raw materials has resulted in an EBITDA to operating cash conversion ratio of 64% compared with the 108% we enjoyed last year. COVID-19 continued to have an impact on our business, with the challenge of managing unplanned staff absences and disruptions to our supply chain. Once these global challenges subside, we expect to reduce inventory holdings and increase the EBITDA to operating cash flow -- cash conversion ratio back to former levels. The group retained a strong cash balance at 30 June '22 of $21.5 million and remains debt-free. We have access to a $10 million multicurrency and $7.5 million equipment finance facility to support future operational requirements if we need them. So considering these results and the balance sheet position, the Board declared a fully franked final dividend of $0.085 per share, taking the full year dividend to $0.12 per share, an increase of 36.4% on last year's full year dividend. For our shareholders, this translated into a total shareholder return over the relevant 3-year period up to 30 June 2022 of 58%. PWR's relative total shareholder return against other companies in the ASX 300, excluding energy companies, ranked PWR at the 86th percentile of the benchmark group, an outstanding result for which Kees and his team are to be congratulated, and one which the entire company should be very proud of. I certainly am. The Board recognizes that's what's been achieved in financial year '22 in the face of these challenges called for really extraordinary efforts from the entire workforce, and the Board is deeply grateful to each and every member of the PWR team for the way they were able to remain focused on our customers to deliver innovative and high-quality products using our advanced technology, while also looking after their teammates, isolating and wearing masks when required. Looking ahead, we are focused on delivering profitable growth and demonstrating excellence in everything we do. We are putting plans in place now to support PWR's long-term future. Shareholders can be confident that your Board will continue to preserve our strong balance sheet and focus on creating long-term value. Kees and his team are passionate and committed to positioning PWR for further growth and success as we meet whatever challenges are presented to us in our pursuit of the undoubtedly exciting opportunities in front of us. On behalf of the Board, I would like to thank all shareholders for their continued support of PWR. So I'll now hand over to Kees to talk to you about his favorite topic, PWR. Thanks, Kees.

Thanks, Tess. Good afternoon, and thank you for joining us here today. Another great day. Everybody has had a good feed, enjoyed the tours, et cetera. So thank you for making the time to have it look at your investment, and hopefully, we can continue the journey of what's undoubtedly been probably one of the best ones around, and we'll make sure we keep it that way if it's in our control. Before I go too much further into my script, just like to make a special thanks to all the shareholders that have made the effort to come in today. I know it's been hard and different to other years. At least you can travel now. And we've had a lot of people here that have traveled a fair way. We've got people here from New Zealand as well that have made the journey, great shareholders of the company. So thank you. Thanks for making the effort. The Board, thank you. We have a great, cohesive Board that's been very, very good, instrumental and probably keeping me aligned of where I should be. And also, a special thanks to Lisa, our Company Secretary, who has been very, very instrumental in a lot of stuff that's been going on here today, et cetera. All PWR staff, every person that has a PWR uniform, I thank you because you are what PWR is. PWR is about people and business and opportunity. And without good staff, you don't have a good company, and we can't do what we're employed to do. Rebecca, Rebecca has been very instrumental in putting today on. I think it's going without a hitch that I know of, which is always good, but without people that put their heart and soul into it, it's been a great journey. And last and not least, my partner, Sharon. Thank you. I know I'm hard, but that's all I am. So thank you for looking after me. So on with the script, I'm really pleased to see that we're able to get quite a few of our shareholders through our facility today, which has grown significantly since our listing on the ASX in 2015. With a solid financial year behind us despite some of the challenges thrown our way and everybody else's way, I'm pleased to take you through both financial and operational highlights of what has been achieved in over the '22 financial year, as well as provide you with an update of where we see the '23 financial year taking us. Our performance overview. The financial highlights of the outstanding effort contributed by all our staff during the year. Revenue was up across all markets and geographies. Of note, this is a strong revenue growth out of Europe, 36%; and Australia, 34%, from [ our OEM ] and motorsport. The teams in Australia and Europe are being congratulated for that achievement. As mentioned by the Chairman, we paid a fully franked dividend, a final dividend of $0.085 per share, making the total dividend of $0.12 a share for the '22 financial year, an increase of 36% from our prior year. During the year, we increased inventories of raw material in response to global supply chains to ensure continuity of supply. For those who went through our factory tours today, you have seen stocks of raw material. We will continue to maintain current stock levels until supply chain challenges reduce, at which time we will reassess the volume of stock we need to hold. We expect our budgeted CapEx program for '23 to be funded from cash reserves and cash generated from operations. In addition, we have significant undrawn financial facilities should we need them. Revenue by customer. Motorsport remains the largest market and important technology driver for PWR. Total motorsport revenue grew 23%, as the motorsport categories returned to more normalized programs post-COVID. Given our current environment across all major motorsport categories, we expect moderate growth for '23 and beyond. Automotive [ OEM ] grew by 65% as planned programs commenced production and new programs were secured. Aerospace and defense grew by 56%. As we expand the numbers of customers and programs, as these programs progress into full production, we expect aerospace and defense to be an important contributor to the growth of '23 and beyond. Automotive aftermarket grew 6%. Demand for this market remains strong, and we are continuing to work on increasing production capacity to support continued growth. We have also identified opportunities in the industrial market. Specifically, with our robust bar and plate coolers, we expect industrial to become an important market for PWR in future years. The business outlook on emerging tech, we have had a couple of questions about our emerging tech and future growth in this area. In 2022 full year results presentation, we provided a revenue summary by customer, market split between advanced cooling and emerging technologies. We will continue to provide the revenue split to show the growth of emerging tech across all our customer markets. Our research and development continues to develop our in-house capabilities with various -- with a variety of emerging technologies that have developed into products for various market sectors. The continued introduction of emerging and advanced technologies into our manufacturing processes ensure we remain at the forefront of manufacturing capability and complexity for both existing customers, as well as potential new customers and industries. The business outlook for emerging -- sorry, for aerospace and defense. Aerospace and defense is a key emerging market for PWR. For this reason, the full Aerospace and defense revenue is reported with emerging technology revenue regardless of the product. We continue to leverage our knowledge gained in motorsport sector to become a key supplier to large aerospace and defense organizations in the new and earlier stage of a project due to our technology, reduced lead times and our high-quality standards. For its current and potential aerospace customers, PWR products such as bar and plate coolers, micro matrix coolers and cold plates, backing it up with an added process as in CT scanning, additive manufacturing et cetera, and computer simulation and wind tunnel testing. Our capabilities and certification in aerospace and defense supports radar and avionics, battery cooling and power electronics cooling, land vehicle cooling and space application cooling to name a few. PWR is vertically integrated, manufacturing everything in-house. This is one of the major reasons why we've been able to push into aerospace and defense, ensuring control and lowering the supply chain risk for customers. That will be also the case with industrial market in the next couple of years. The number of potential size aerospace and defense opportunities continues to grow across America, Europe and North America, supporting our view that aerospace and defense to be an important contributor to the growth in '23 and beyond. Pipelines for automotive -- key automotive OEM. We continue to deliver existing OEM programs for Valkyrie, AMG X1, Rimac and Koenigsegg. We are also in discussion with several other parties for new future OEM programs. The current Ford GT500 program has concluded last October, this October just gone, and this year, and discussions are ongoing to secure a similar program in future years. We will continue to supply parts to Ford over the coming years as required. The OEM pipeline continues to expand with discussions about size and timing of future programs ongoing. Pipelines on other production pipelines, other non-OEM production pipelines also continued to expand and develop with uptake of emerging technology across a range of customer markets and also, in particular, motorsport and aerospace and defense. Investing in people. Of course, it goes without saying that continued further growth of PWR comes down to our staff in Australia, the U.S. and Europe. They will continue to drive product innovation, customer-focused solutions, both of which are central to our strategy and our continued growth and success. PWR has now over 460 team members globally. And with the continued growth, our ability to attract and retain top talent is another key pillar in our strategy. PWR is investing in growing its headcount and is actively recruiting for several roles. It is a tough market out there, and we realize that people have a lot of jobs to choose from. We also invest heavily in apprentices, work experience students, both school and university and graduate engineering programs. Most of our people demonstrate every day PWR's DNA: Respect, passion and teamwork. Investing in staff retention. Retaining our talented people is vital for maintaining quality, production efficiency and for achieving our growth targets. This involves providing a clear enrolling career path, ongoing development training and a range of employee benefits. In Australia, we provide free breakfast, morning tea and lunch daily, and we have expanded that to America, [ where though ] we now provide lunch 1 day a week. Several years back, I propose to the Board expanding our short-term incentive program, including supervisors and key staff. The broad STI program provides a direct link between our performance and personal reward for key employees. A significant number of staff are also PWR shareholders, allowing them to share in our ongoing success. Investing in capability and capacity. To achieve our growth potential, it is imperative that we continue to plan well ahead, invest in the latest technology and, of course, factory space for manufacturing. CapEx was lower than expected in '22 due to the timing of purchase orders and extended lead times for equipment. '23 CapEx is expected to be similar to '21. We have already placed orders for 4 new furnaces, 2 here in Australia and 2 in North America, and several other machines. The PWR North America aerospace and defense machining center is now operational. In the U.K., we are seeking to move to a new property joining, both PWR Europe and the newly acquired Docking Engineering teams under 1 roof, with capacity to expand manufacturing. Vision for an Australian factory footprint. We have been assessing options for expanding capacity in Australia and expect to make a decision by December this year or before. Ideally, our new site is within a few kilometers of our current factory, but the final decision is yet to be confirmed. The new factory will increase the factory floor space with an offshore expand in future years. Space to separate traffic and people. Planning for a new site, we're taking into account growth in our people numbers and traffic access to important raw materials, to import raw materials and export our products, and importantly, we will keep them separate to ensure safety and efficiency. Priority childcare center for PWR employees. We are also planning to have an adjacent child care center, which will give priority access to PWR employees. Staff amenities. Restaurant, as we have here, gym, lap pool, 2.5 hectares of open space adjacent to where we hope it will be 5.5k of running track, on-site parking, priority child care, it goes on. We also have a vision of a facility including staff amenities to support our retention and attracting a traction, including Weely's Diner, gym, lap pool as I just read out. Space for the next 20 years. Our vision is to set PWR up in Australia for the next 20 years of growth. As you can see, PWR is [ support ] for opportunity. Thank you for joining us here today at our AGM. I will now hand you back to Tess.

Thank you very much. Thanks, Kees. We're now happy to take questions from shareholders about the company, management plans, whatever. Now we are webcasting this. So I think people who ask questions have to stand in a particular place. Is that correct -- up here? Sorry, you have to come up here to ask your question so that the people on the webcast can see you do that. Any questions? Would you mind coming up? So you can be filmed. Smile nicely.

Okay. Can you hear me? I wasn't expecting to be up here, but I just got 2 questions. The first question is more about the fantastic way you've managed to grow the company using cash flow. You've got debt facilities on the side, but do you envisage not issuing more shares in the -- you don't issue shares anyway. Is that a deliberate policy?

Well, you only raise capital if you need it. And today, for all of our growth plans, we haven't needed to raise capital. Everything has been -- we haven't held back what we're doing because of lack of capital. It is all about managing our growth very carefully in a way that we don't trip over. It's one thing to have the opportunities, it's another thing to have the people, the machines, the plant to meet those opportunities, which is why we are planning so far ahead on all of these things. So capital hasn't been required. We don't take money out for our shareholders. We try to give it back.

Great. The other question is about staffing. So you've said it's very difficult to obtain staff given the job market, but you've grown by 25% in headcount anyway. Does that imply that you would rather be at a high level if...

Yes, we have vacant seats. Yes, I don't know how many we have at the moment, can you remind me with that? 20-plus? Yes. And that is the case both here and in the U.S. So I think all companies in Australia would tell you at the moment, even if you're not looking to grow, it's hard to not have vacancies. But when you're trying to maintain your staff and grow it, then it's a particular challenge. So it was that 20 in Australia? Mick or [indiscernible] yes, that's confirm. That's Australia, and I don't know, Kees, there's probably something similar in the U.S.? Yes. Anybody else. There was another gentleman, would you mind coming up to star in our video?

Just a question about intellectual property and how do we protect it. Do we use patents or other means? And has there ever been any unfortunate incidents or breaches?

Look, I'll have a go at Kees, but you can supplement if you like. Look, I'll start off, while Kees gets the microphone going. We haven't had an incident. This is a very fast-paced technology company. So technology is changing all the time. And the same part on a Formula 1 team next year -- 1 year won't look the same as the next year. Most of our arrangements to protect our IP is through confidentiality, strict confidentiality within the site, but also through agreements and the like. We don't use patents. We move too fast for that in a way, and also patents are a very good way of showing people what you do. So it is mainly confidentiality. Kees, is that?

Yes. It's -- look, it's all about the [ know where are you ]. It's not about what you have. But I think it is a good question because it comes up often. And a lot of people say, this company is so good in Europe because you're going to be closer to the market and all that. We'd rather be the furthest away from Europe so we can protect our IP. So we don't have staff coming in and out, and what happened in [indiscernible] our IP. We guard our customers' IP with NDAs. We're probably seeing 20 to 30 NDAs a month now. It's somewhat ridiculous of opportunity out there. We have got some patents here that Matthew Bryson here has done 20-odd years ago of a patent of an oil cooler that we have sold millions of. And I say that with respect to that. But we choose not to patent things now, because what happens is people -- there's so many people that copy you or imitate you or whatever it might be. And that stops a lot of that. So look, I think that we have a reason to protect IP for not only us, but also our customers. Customers that we deal with, as you all know, they're widely across all parts of the world, in various stature and it doesn't matter if you're a large customer or a small caster. If we sign an NDA with you, your IP is protected. And we are very tight on our senior management of their employment contract, if you like. But I must say we haven't -- I personally haven't lost a single [indiscernible] in management for the last 20-odd forever, but certainly 20 years, that's for sure. And I think it goes to show that [indiscernible] a person that you employ is you've got a lot of trust in those people, and it goes both ways. It goes both ways for us, but also to the customer. We certainly have to protect their customers' IP as well. So I hope that answers your query.

One more. Thank you.

Can you just paint the picture of the outlook if Powell in the U.S. managers to break the economy over there with this interest rate rises? What's the impact likely to be do you think for PWR?

I'll leave that one for you, Kees.

No, we -- where we sit today, and I have mentioned that Matthew Bryson, I mentioned this all the time, we are a support by opportunity. And we go into a lot of markets. And as you know now, we're heading into aerospace and defense and that type of market. It is somewhat unbelievable the amount of opportunity. And he's got here, who's just come back from the states, been over there for 3 weeks and speaking to Andy about opportunities and what have you. It's somewhat a little bit mind-blowing of what's happening and opportunity. And also Kym, you're right in the firing line, mate. You joined us today, and we'll be leaning on you to open up all these special doors. Now I'll stop that. It's about the big picture. And we've been fortunate that we have been smart in maintaining our growth and also our technical knowledge dealing with F1 teams. I don't mean to throw that F1 word down your throat, but it's a technical driver, and F1 has been fantastic to us as we have been to them. But a lot of the money that we've put in R&D has certainly come from the fruit that we have been able to achieve out of dealing with certain F1 customers. So it puts you ahead put ahead of the curve. To be honest, sitting here, we don't see any headwinds at all. Obviously, currency is probably our biggest headwind if the pound goes a bit funny. We have a policy that, as you probably all know, we have a policy that we have an exchange policy moving forward for the next 6 months. So we've hedged our currency to June next year. So we're fully hedged for this financial year. And Martin has done a fantastic job in reading the market and being sharp, few weekends there, Martin. But he's lived up to his expectation what we would believe to be a true thing for PWR. But no, I -- and I'm not blowing wind up anybody's scur here, but we are very, very happy of the position we are as we should be. And opportunities are endless. And we have a great culture and a great staff commitment. So I certainly don't wake up in the middle of the night thinking about what's going to happen tomorrow. But every day is different here, and it's exciting and great to be [indiscernible] part of the journey.

Any other questions? Well, thank you for those.

So I'll move on now to the boring bits you'll think, but the formal business of the meeting. I have to go over some meeting procedures. All of the resolutions of today's meeting will be by way of poll. If you're a shareholder or a proxy holder, you will have received a blue admission card with the resolutions on the back of the card. When I open the voting, you'll be asked to make your vote directly on the card. Your completed cards will be handed to Computershare representatives at the conclusion of the meeting. Jessie Yarmer from Computershare will be our returning officer, and will tell you the votes for each resolution. Results of all resolutions will be released to the market after the meeting. As the Notice of the Meeting has been circulated and published in accordance with the requirements set out in the constitution, I will take the notice of meeting as read. I also propose to take each resolution in the sequence it is listed in the Notice of Meeting. A reasonable opportunity will be given to shareholders to make comments and ask questions about each resolution before it's put to the meeting. And after receiving those comments and questions, the resolution, together with the proxy votes for the resolution, will be displayed on the screen. I don't intend to read out the resolutions or the proxy numbers unless specifically requested to do so. Before we move to the business set out in the notice of meeting, I'd like to highlight that key management personnel, details of whose remuneration are included in the remuneration report and their closely related parties are not entitled to vote on the adoption of the remuneration report or remuneration-related resolutions. However, a vote may be cast by a member of the key management personnel if the vote is cast as a proxy, the appointment is in writing and directs the proxy had to vote in respect to the resolution and the vote is not cast on behalf of a member of key management personnel or their closely related parties. As confirmed in the notice of meeting, as Chairman of this meeting, I intend to vote on each resolution I'm entitled to, consistent with the recommendations of the Board, which are in favor of all resolutions. Where I've been appointed a proxy that is undirected, again, I will be voting these proxies in favor of resolutions consistent with the Board's recommendations. I told you that was the boring bit. Besides the financial report, there are 9 items of business to deal with today. The first one is to consider the financial reports, the directors' report and the auditor's report. These are contained in our 2022 audit report. The Corporations Act requires that these reports be laid before the meeting. There is no requirement for shareholders to vote on, approve or adopt the reports. However, you are very welcome to put questions regarding any of these matters. We also have Tracey Barker from KPMG here, and you can direct audit-related questions to Tracey. No written questions to the auditor were submitted prior to the meeting. Okay. Any questions on the financial report? No. If not then, I'll move to the formal resolutions that require a vote to be considered at the meeting. First one being the adoption of the remuneration report for the 2022 financial year. The report is part of the Directors' report, which was in the annual report. The Corporations Act requires the remuneration report to be submitted to shareholders for consideration. The company's remuneration policy and practices are designed to attract, motivate and retain high-quality people. They are built around the principle of being competitive in the markets in which the company operates. The directors unanimously support the adoption of the report. The screen shows the proxies received on this resolution. So it's now open for discussion. Any questions on the remuneration report? If not, could you please now cast your vote on the remuneration report by marking your voting card? [Voting]

The next resolution is in relation to Roland Dane, who is the Director of retirees in accordance with the company's constitution and being eligible, offers himself for reelection by the shareholders. Roland's qualifications and experience is set out in the Notice of Meeting. The remaining directors unanimously recommend Roland's reelection. The screen shows details of the proxies received on the resolution. Are there any questions in relation to Roland's reelection. If not, I ask you to please now cast your vote by marking your voting card. [Voting]

The next item of business is a resolution to increase the maximum total fees payable to Non-Executive Directors. The maximum total of $750,000 per annum has been in place since listing in 2015, and we are seeking to have this increase to an aggregate $1 million per annum. This is the maximum annual fee limit. This increase in the fee limit will provide the Board with flexibility to recruit new directors, such as we have just done with Kym Osley yesterday. Any questions on that increase? If not, I'll ask you to please cast your vote by making your voting card. [Voting]

Next, we put before you a revised performance plan. It's the vehicle for PWR's long-term incentive. The Non-Executive Directors unanimously recommend approval of the updated Performance Rights Plan. Any questions or comments in relation to the changes? If not, could you please cast your vote by marking your voting card. [Voting]

The next item of business seeks shareholder approval to grant performance rights to Mr. Kees Weel under the Performance Rights Plan. The performance conditions attaching to these rights is set out in the notice of meeting. The Non-Executive Directors unanimously recommend approval of the issue of performance rights to Kees, the company's Managing Director. Any questions or comments in relation to these rights? If not, could you please cast your vote by marking your voting card? [Voting]

Now the next 3 resolutions relate to amendments of PWR's constitution and need to be passed by at least 75% of the votes cast by members entitled to vote on the resolution. The first amendment sought is for reinsertion of Rule 5 of the constitution to allow for the transfer of shares under a proportional takeover bid. As set out in the notice of meeting, the directors consider the potential advantages for shareholders of proportional takeover provisions outweigh the potential disadvantages for shareholders, and we unanimously recommend that shareholders vote in favor of this resolution. Any questions on the resolution? If not, can you please cast your vote by marking your voting card. [Voting]

The next resolution was to seek an amendment to the constitution to allow the company to hold shareholder meetings in a number of different ways, including virtual-only meetings. Following feedback, there have been considerable reservations by shareholders about the holding of fully virtual meetings by listed entities. And as such, we have decided to withdraw the proposed amendment to the constitution. As you can tell, we love to engage with our shareholders at the AGM, and we actually hate having to do a virtual meeting. But I do understand that there is concern out in the marketplace that some companies actually like the virtual-only, and see it as a way not to openly engage with shareholders, and we fully respect those concerns. We will always be seeking to engage as highly as possible with our shareholders at the AGM, and we will rely on the government and [indiscernible] as they did during the pandemic that if it does become necessary to do that, that they will put the appropriate arrangements in place such as they did through the pandemic. It was really a belts and braces change, and we have no concern with withdrawing it. So that leaves us with the last resolution, which seeks to make general and consequential amendments to the constitution to cater for the CHESS Replacement anticipated to commence in April 2023, so that we ensure that our constitution is aligned to the CHESS Replacement rules. Do I have any questions on that final resolution? If not, could you please cast your vote by marking your card accordingly. [Voting]

So ladies and gentlemen, that concludes our discussion of the items of business. I'll just pause for a few seconds to give you trying to complete your voting cards, and then I'll ask Computershare to collect those voting cards and then we'll close the polls. But if you could, everyone, could -- I'll kick off. [Voting]

Has everyone had the chance to vote? Is there anyone who hasn't put their card in? All done? Then we'll close the polls. I must say I take great pleasure from looking out there and not only see shareholders voting, but seeing our employees voting in the company's AGM as well. I take a great deal of pleasure in that. So 1 last opportunity to ask questions about any topic. Well, if there's no further questions, and I will draw today's meeting to a close. Results of the polls held at today's meeting will be released to the stock exchange after the meeting. Once again, on behalf of the Board, I do thank you for your attendance and for your continuing interest in the company. It was lovely to get the opportunity to show you through our facility and to meet some of you over lunch. Travel safely on your journey home, and we hope to see you at next year's AGM. Thank you.