PZ Cussons plc (PZC) Earnings Call Transcript & Summary
November 23, 2023
Earnings Call Speaker Segments
David Tyler
executiveWell, good morning. Thank you, everybody, for coming. It's now 10:30, and I'm very pleased to declare that this meeting is open. And I want to walk you to the 2023 Annual General Meeting of PZ Cussons Plc. For those of you who don't know me, I'm David Tyler, I took over from Caroline Silver, our previous chair in March this year. And I'd like to take this opportunity, therefore, to thank Caroline very much indeed for everything she did for everyone in this company over many years. She was in the business for 9 years and worked very hard and effectively for us during those periods at that period of time. So thank you to Caroline in her absence today. Now before we begin with the main agenda, perhaps I could say a few brief words to introduce myself. I've met a number of shareholders this morning. I've met a number before, and I was indeed here a lot last year, but I look forward to meeting others I haven't met after the meeting and may be in future years. Like many people, I first came across PZ Cussons and its products as a child when I used Imperial Leather soap at my grandparents' home. And then in 1975, when I was a graduate trainee at Unilever, I became interested in this business for the first time from a professional capacity when the merger took place that year between Paterson Zochonis and Cussons. That was 1975. So we're almost 50 years now from that time. I kept a keen eye on PZ Cussons throughout that period, particularly in the 11 years that I was at Unilever and then particularly when I was on the Reckitt Benckiser board for a few years, much later on in my career. So when I learned about the possibility of chairing the PZ Cussons Board, I was therefore extremely interested because it was a business I had a feeling about. And then I met the management team. I met Jonathan, I'm at Sarah and many others here. And I saw it once a group of ambitious and passionate individuals who really understand how the industry work. And who had already a clear plan to strengthen the business and create sustainable value for shareholders over the years ahead. And so when I was offered the job, it wasn't a difficult decision for me to say yes and to join the company. So here I am. And since joining, it's been a real delight to meet so many more people around the business. Then, of course, those I've met when I was thinking about joining. I've been around the business in the U.K. a good deal. And I've now visited all of our main overseas businesses. I went to Nigeria back in the summer. And then earlier this month, I visited our businesses in Indonesia and Australia. Here, if you quick snaps of those trips. On the left-hand side at the top, you can see me in Nigeria. This is a market in Lagos. And I'm there with Cath Bailey, our new Chief People Officer, who is here today and with the Nigerian team in that market, including our new Managing Director in Nigeria, who's right there in that picture. At the top right, well, that wasn't very far away from this minute. That's just in our whole where you came in a few minutes ago when I was making a presentation earlier this year. On the bottom left there that was a group photo of our management in Melbourne in our new office, where, again, I was, as I was saying earlier this month. And then finally, on the bottom right, you see a picture of me with a number of children, which was in a school in Jakarta in Indonesia. It's one of many schools in Indonesia, where we are helping ones to understand the importance of hygiene and the need to create a sustainable world to try to keep a lid on global warming. As a matter of fact, this particular school in Jakarta is rather famous because one of its previous students was a very famous man. Barack Obama was educated there for 2 years in his childhood. And therefore, you see a lot of that Barack Obama in that school. So it's been a great pleasure in recent months to get to know the business and to get to know the PZ Cussons team. And it reemphasized to me that the passion and care that is out there around our group with all of our colleagues is making a real difference positively to the company. So in summary, I'm delighted to be here today. chairing the Board of PZ Cussons, and I look forward to working with management to develop the company and create value for our shareholders. Now shortly, I'm going to ask Jonathan Myers, our CEO, to recap the performance set out in our full year results for the year to the end of May 2023 and to comment on the current trading environment. We'll then turn to the formal business of the meeting after that. But first, I'd like to introduce you to the other members of our Board on both sides of me. You'll recognize many of them from previous years. On my immediate left here is Jonathan Myers, our Chief Executive Officer. Next to him is Kirsty Bashforth, our Remuneration Committee Chair and Employee Engagement Director. John Nicholson follows her. He's our Senior Independent Director; and finally, on his left is Valeria Juarez, who's our Environmental and Social Impact Committee Chair. And then on my immediate right is Sarah Pollard, our CFO, our Chief Financial Officer; Jeremy Townsend, our Audit and Risk Committee Chair; Jitesh Sodha, who is a Non-Executive Director; and Kevin Massie, at the end, our General Counsel and the Company Secretary. And we'll all be here at the end of the meeting and pleased to chat with you then if you have time. So with that, I'm going to sit down for a minute and pass it over to Jonathan to talk to you as shareholders.
Jonathan Myers
executiveThank you very much, David. It's a pleasure to see some familiar faces and also some new faces. So I will introduce myself. My name is Jonathan Myers. I've been CEO for a little over 3 years, and I see it as a real honor to hold that position, but it's one that I embrace with humility and a real accountability burning sense of accountability to deliver for the shareholders and to do the right thing for the business in the future. . And never is that weighty responsibility heavier than actually when we approach a milestone. Next February, which is we're very nearly 140 years old. Now I stand to be corrected on the date. I believe it's the 20th of February, 1884, but I'm aware that there may be people who have a much deeper, greater knowledge in this in this audience than I do, so I'm going to be very open to correction, right? And if I'm wrong, it's Wikipedia's fault, right? But as we look back at those nearly 140 years, we do so not only with pride and respect for those that came before us but also with inspiration because for many decades over more than a century this business has seen strong growth. And it's for that reason that we look back to the inspiration so that we can reignite our own pioneering spirit and really sustain the growth of this business for the future. Let me give you a reminder though, of the business that we have today and the footprint of our operations that we're seeking to grow in the future. We focus on 4 priority markets, U.K., Australia, Indonesia, Nigeria, we add on the U.S. for beauty, most specifically for St. Tropez. We focus on building a portfolio of leading brands, some of the Must Win Brands, some of them are portfolio brands. In hygiene, baby and beauty as our core categories. And actually, the combined effort of over 2,500 employees last financial year, meant that we are able to report revenues in excess of GBP 650 million for the year ending May '23. And I'm going to come on in a moment to tell you a bit more about that financial year that ended in May 23. But I think it's really important that we also tackle some events since the end of our financial year, most notably in June, which was the devaluation of the naira currency in Nigeria, following the appointment of a new President earlier that month. Now we have been hard at work since financial year '20. You may remember, that was the rather painful year that we reported we had lost money in Nigeria in our African business. And we have worked very hard to improve the performance of that business, such that we were able to report for FY '23, an operating margin double digit and in line with the other regions that we've reported on. However, the impact of devaluation has made operating in Nigeria more difficult. It has brought real challenges. And as a result, we have accelerated both operational plans on the ground, but also corporate plans driven more out of the group based here in Manchester in order to mitigate those risks on those challenges. And actually, what we can report today, and I'll come on to exactly what we're reporting today and have reported before the markets opened this morning is that trading in Nigeria continues to be strong. Our brands are holding share, some of them growing share, and that's despite us having to take multiple rounds of pricing to deal with very significant inflation as a result of the FX impact since the devaluation. In fact, we expect to report improved gross and operating margins when we come to our first half interims update in early February. Actually, beyond the trading, we have also been able to make sure that we are able to sustain our business in Nigeria without the need for additional funding from the group. And in fact, this morning, we have indicated that we have started to repatriate some of the cash from Nigeria back up to the group. We have also made progress on the process of buying out our minority shareholdings in Nigeria, we announced our intent to do that recently. And we expect the VAT process to be complete before the end of this financial year. So I think we need to have our eyes wide open. The situation in Nigeria remains volatile, but we are working hard to mitigate those risks, both for the operations today on the ground and for the future. And in fact, that was the core message of the trading update that we gave to the city this morning, as part of our AGM today, right? And what we've been able to reassure is that trading as a group is in line with expectations. By business unit, we have ups and downs. We see Nigeria, Australia and increasingly U.K. Personal Care going from strength-to-strength, but that is offset by a more challenging and declining business performances in both Indonesia and beauty. We'll have a lot more to say on all of this when we get to our interim results early February. So changing gears. I said that we would come back to look at FY '23. And there's no better way to do that than to take a look at some of the things we were doing. [Presentation]
Jonathan Myers
executiveSo that's the first commercial break. There will be a couple more before I'm done, all right? But hopefully, you get a sense that we're busy getting on with things. And that starts with being really close to the people we are here to serve and that's consumers. So we try extremely hard to listen to our consumers to see where and how they live, what their experiences day-to-day and how our products and brands can help them in their day-to-day lives. And whether it's Lagos on the left or Jakarta on the right, there's nothing more important than us making sure that we stay close to our consumers all around the world. And that's been particularly true in the last year when everyone has noticed the cost of living pressures and that many of our consumers have really felt the pinch. So we have made sure that our brands are available offering great value on favorite brands as a shopper or a consumer is looking for good value. Take Cussons Creations in the U.K. It's a cracking product often presented in a fun way at a really good everyday price. Not only did the team launch this at the right time as we were getting into a cost-of-living crisis. They have been extended it and extended it, and we're seeing broader distribution, and we're also seeing some nice twists as we make value offering, nothing to be ashamed of actually a bit of fun. So in fact, for those of you that were shopping last Christmas, might have seen that we had a variant called dashed through the snow, no apologies for the cheesy joke. This year, we have one that's called -- I'm looking at the U.K. but the back there as they crimp right, is we have one driving gnome for Christmas, right? It may not be your cup of tea, but believe me, it is some people's cup of tea, right? And so we're really pleased with the progress that Cussons Creations made in the U.K. And then go to the other side of the world, Cussons Baby in Indonesia, where our consumers are clearly feeling the pinch, and we're having to respond really quick, right? Like local competitors are responding maybe faster than us. So we have to be on the front foot. And here, you can see examples of new packs in smaller sizes that the pouch is hanging up there that we rolled out very quickly from our manufacturing site in Jakarta so that we were able to hit critical price points, IDR 5,000, IDR 10,000, right? Because if you got literally just that much left in your pocket, we wanted to make sure that you can still have something from Cussons Baby for your trial at home as part of that [indiscernible] time routine. It's also worth me noting, it's not just consumers that we know have felt the pinch. It's also some of our employees, our colleagues around the world. So actually, it's varied a bit by market. but we have worked to make sure that we have helped out. In some places, that's been onetime allowances to try and cope with short-term cost pressures in other places that's been access to financial advice so people can work out how they should weather the storm. So not just consumers, not just colleagues. It's also customers and our partners, our distributor partners we need them to help bring our brands alive. And if you look at the left and the right here, you see some of our finest Morning Fresh and Cussons Baby displays. These are in a supermarket in Nairobi, right? This is not Central London or Sainsbury's Cheadle or wherever down the road, right? This is in Nairobi, and it's a really good example of how we can have some world-class execution in some of our emerging markets. A little closer to home, you can see one of the members of our team and one of the members of the John Lewis team working in partnership. What has come from our partnership with John Lewis partnership -- sorry for too many partnerships. First of all, St. Tropez has been distributed, listed in John Lewis department stores for the first time. And there, you can see the pop-up inside the Oxford Street store last year. And more recently, you'll be able to see that Sanctuary Spa has appeared on the shores of Waitrose supermarkets, which is also a first step for Sanctuary Spa into Waitrose stores. So good examples. And then finally, you can't quite see some people from our team on a stage there. That's the stage on the other side of the world, at a distributor conference in Indonesia, where we're working hard to build stronger links with the active distributors that get the products from our warehouse and through to the stores where consumers actually shop. It's not just bricks-and-mortar stores, though, where we've been working to bring our brands to life. It's also online. And actually, it's not just our teams working to bring it to life online. It's also digital and artificial intelligence tools. So some of the words and some of the images not just on the screen and the sites that you can see here but elsewhere have been generated using artificial intelligence to really bring our brands to life in a relevant way to drive engagement with consumers even if they can't touch the products in store while they're shopping online. And the Amazon example on the left-hand side is called out by Amazon U.K. as best-in-class. And that's one of the reasons why our Imperial Leather sales have more than doubled on Amazon U.K. in the last year. While we're looking at Imperial Leather, let's take a look at how we have brought Imperial Leather and the introduction of a new Imperial Leather range to life in Thailand using a local influencer from social media to be our spokesperson. [Presentation]
Jonathan Myers
executiveSo hopefully, you don't speak Thigh to know that she's telling someone, I'm having a bath, get out of here at the end of that, right? That's [indiscernible]. She has 1.4 million followers on her social media accounts, and she's been the face of our launch of Imperial Leather in Thailand. All right. So we've talked about some consumers. We talked about some customers. I think it's important that we also update you on what we have been doing with our communities, the communities in which we live and work. And that engagement comes in many forms. Top left-hand corner, Kevin, [indiscernible] me visiting the Nigerian high commissioner at his residents. It wasn't small in Kensington in London. Bottom left-hand corner, somewhat more authentically in the reality of the world, Cussons Baby and the hospital education program for new moms and maternity healthcare experts so that we can educate them on how to look after their little ones. And then top center, you see in Australia, where, of course, we have Rafferty's Garden, the #1 baby food brand participating in support for their local food banks, right? Again, trying to help out people feeling a pinch at the time of cost of living pressures. And working in the community and contributing to the community is in our DNA. In fact, it's part of our values. The values that we relaunched just 18 months ago, our best values, bold, energetic striving and together. That could be together in the community in which we work, but it could also be together in the sense of the teams that we're trying to build so that effectively, we can bring our strategy to life. So let's have a look at some of our teams. Top left, there are 6 members of the new PZ Cussons U.K. graduate entry program who started their careers at PZ just a couple of months ago. [indiscernible], one of them has been part of the team supporting the event today. I won't tell you exactly where we're sitting. No pressure corner. Just keep it going, right? So far, so good. Bottom left, sales team in Ghana, Bottom Center, Child's Farm team in Basingstoke, bottom right, the commercial team in Jakarta in Indonesia. And then the 2 photos on the center on the right at the top, Sarah and I took the chance to go visit the team in Australia, partly to see how well Morning Fresh manual liquid has been performing, but also our entry into auto dish, I'll come back to that in a moment, but also to see the new office that David mentioned that he had a chance to visit. I want to say 2 things. One, that is genuinely the view from the roof tariffs, right, genuinely. And two, the office is cheaper than the old one before you suddenly think we're signing up to huge overhead increases right? But it's a great way to have moved to a cracking downtown location in Richmond, much more commutable for the young talent that we're trying to recruit, and it is a really cool, but cheaper office. Before I move back on to giving you an update on Morning Fresh Auto, one more comment on building a best team. And actually, that's the leadership team. So since we met a year ago, there are 4 new members, 4 new faces on the leadership team. On the left hand, you have Kath and [indiscernible], both of whom are here today. They joined us in early 2023 as Chief People Officer and Chief Information Officer. And on the right hand, you have [indiscernible], and [indiscernible], who were both appointed in June, beginning of our financial year to be managing directors of our Indonesia business and our Africa Family Care business. What is interesting is to look at the fact, to external appointments to internal promotions as evidence that we're trying to get better at not only attracting key talent, but also developing and promoting our own. And you can see the rich diversity of experiences that they bring to the leadership team table. So I said that I'd come back to Morning Fresh and the launch into Auto Dish. So let's have a look at how we did it for another commercial break. [Presentation]
Jonathan Myers
executiveSo I saw at least one foot tapping, right? That is intentionally quite a -- you could say irritating, profitably memorable jingle that will stay on your head. It's called an earworm in the professional, if you really want to know. And the idea is, whenever you hear it, you start associating that with Morning Fresh, right? So an example of how we're trying to use the power of the leading 50% market share liquid Morning Fresh brand to try to enter the auto dish wash category as well. So put all of that together, all of the work with consumers, with customers, with colleagues and with communities. And I hope we are demonstrating that we are trying to live up to the purpose that we introduced for the company 2 to 3 years ago. Very few words, very simple words, but clear intent. And this is meant to be something of a compass, almost a moral compass for us to guide us over time. But we also need to make choices. We also need to be able to decide how we operate and guide the business. And that's where we use our strategy. The strategy of building brands for life today and for future generations. This is an articulation of the strategy on one page, Actually, what we often do internally is to sell it down to 10 words, the 5 choices that represent our strategy. You can see that we're about building brands. We've talked this morning about trying to serve consumers. We continue to try to reduce complexity, right? Obviously, developing people. We've talked a little bit about that and growing sustainably. That's not just making sure that we're delivering on sustainability commitments, but growing sustainably as a business year in, year out. And at our prelim results a couple of months ago, this is a little bit how we gave ourselves an assessment of performance, right? We have made progress. we have made progress on these choices. But I don't want any of you thinking that we're getting carried away with our own hype. Our feet are firmly on the ground. We know we need to do more, and we know we need to deliver for our shareholders. And so this year, we are very clear on the choices, the priorities that we are using externally to convey to investors and very much internally to prioritize what we do as an organization as a business. It starts with dealing with devaluation. We will come out simpler, but stronger. It's not easy. It's hard work. But as we have intimated in our update today, we are making progress. We have a burning desire to get the U.K. back to being the motor of profitable growth. We have some areas doing really well. We have some other areas doing less well in the U.K. We know we need to get all of them back to where we want to be, and we will do that. And then in general, we want to build stronger brands in our core. And then, for example, as you can see from the launch of Auto Dish [indiscernible], where we've talked before about the launch of original source in Spain beginning to expand beyond the call. And to enable all of those things, we know that we need to keep on improving our capabilities, whether that's digital, whether that's sustainability, whether that's the essence of brand building, we know we need to do better, and we will. And in a year's time, I look forward to coming back at the next AGM and giving you an update on progress. And with that, I'll hand back to David.
David Tyler
executiveWell, thank you, Jonathan. That was really helpful, and I'm sure everybody appreciated that update. So before we move to the formal business of today's AGM, this is the time that we will take your questions on the report and accounts on what Jonathan has just said and whatever you'd like to raise.
David Tyler
executiveSo I'm looking around to see if anybody would like to ask a question. Do you want to just hold on a second?
Unknown Attendee
attendeeIt's a very long report on accounts. Is there [indiscernible] in there a 5-year or a 10-year financial review of how the company has done? I know there's 3 years, but the small shareholder readers help to put in context on how this business has gone over the last 10 years?
David Tyler
executiveYes. I don't think we've got anything that goes quite that long in the reported accounts, but I don't know if Sarah would like to respond to that question.
Sarah Pollard
executiveSo I certainly can. So we don't typically look back far back in our annual report and accounts. But we did when we relaunched our strategy to the stock market in March 2021, look back on some of the things that we've seen in the business doing in the 5 to 7 years before the new management team which was in mostly a decline both in revenue and in profitability. But our new strategy and the new team here have done well. So [indiscernible]. The last 3 consecutive years of profitable revenue growth, strong cash generation, reinvestment in the business and a stronger talent venture that we think sets the business up well for the future.
Unknown Attendee
attendeeSeveral companies do 5-year annual reviews. What -- there's over 200 pages of stuff here. Why can't act 1 page just to be dedicated to 5 years of view what's happened to your dividend over the last 5 years, for instance?
Sarah Pollard
executiveSo we can absolutely look to put a 5-year view in the annual report next year. So having increased our dividend over many, many years. In 2020, we rebased the dividend down by about 30% because we thought there was more opportunity to invest that cash in the growth of the business. In the last 2 years, we've increased the dividend by 5% and. And in the year that's just gone, we prudently chose to hold the dividend given some of the uncertainty we saw in our Nigerian market. So we are committed to a sustainable increase in the dividend over time.
David Tyler
executiveAnyway, thanks for the question. We'll certainly consider that question about having a longer-term review of the financials in the future. Looking around for any other hands. So just be at the front, maybe you could just wait for the mic to come.
Unknown Attendee
attendeeGood morning, and thank you for a very good presentation. Any comments on the Wilmar joint venture and just it's its future profitability because actually now it's quite a reasonable portion of total profitability.
David Tyler
executiveSo I think you're talking about the Wilmar joint venture, just to check I heard it right. Maybe Jonathan, you like to answer that?
Jonathan Myers
executiveSo some of you may be aware that in Nigeria, we operate 3 business units. We have a core family care proposition that looks like personal care and hygiene. We have an electrical division, and we have an oil joint venture with a global food ingredients and oil commodity business called Wilmar. The combined business called PZ Wilmar. We don't consolidate the revenues, but we do take the profit after tax, 50%, right? What is interesting is if we look at our brands and the sales of our brands, I stand up this. The single biggest brand in the company would be Devon King's cooking oil in Nigeria, but we don't report the revenue, right? But actually, it's the single biggest brand, which shows you the strength of the brand and particularly the strength of the distribution model that the team has. So we have a refinery that we own 50-50 with them. And we also have a distributor network that is -- you just do the math, we're selling a lot of bottles and [indiscernible] of cooking oil. So actually, we see it as a business that has a viable future, and we have been pleased with the progress we've made just in the last 3 to 5 years on profitability. I think we can continue to see good profitability improvements in future subject to the fact it's a relatively commoditized category and business. So there's always the vagaries of global commodity inflation, food commodity, but it's one that we have seen proven to be a strong and robust business.
David Tyler
executiveThank you. Okay. I think there was another hand Abby behind you somewhere, gentleman in the blue shirt, yes.
Unknown Attendee
attendeeThe information we had in the book is huge. And I'm thinking I find it. I have a business that has a profit and loss [indiscernible]. Did PZ Cussons grew making profit in the and financial year? And secondly, I'm slightly worried about the accountants comments and why they are not going to [indiscernible]?
David Tyler
executiveRight. Okay. So I think your question was, first, in fact, did we indeed make a profit, which I can assure you we did. I know it was a long and detailed set of accounts, but we certainly did indeed make profit. Then your second question was about the change of auditors. Deloitte are stepping down, and you're asking about the reasons for that. And I think maybe I'll pass this to Jeremy Townsend, the Chair of our Audit and Risk Committee.
Jeremy Townsend
executiveYes. So Deloitte have informed us that they delighted to informed us that they were looking to rotate off the audit. We undertook an audit tender, which is what you typically do in these circumstances. And we're absolutely delighted that we've got PwC to audit the business. People receive audited PZ Cussons before. And in particular, I have a lot of experience auditing in our Nigerian business. There were some issues that Deloitte noted as part of their resignation that they've included in the report, which we are looking to address. You'll see in the report, actually in the adjusted items on Page 172. Sarah is leading a big financial control transformation project, working with [indiscernible] in the IT area, got Duncan Amis from Tesco and [ Jaz ], who joined us in Tesco as well an internal audit as part of a financial transformation program. We've made really good progress. We're actually working with EY as a third party as well to drive that program, partly to give us -- help us all sleep at night, partly to meet the regulatory requirement from U.K. SOX and as well as to improve the efficiency of the audit. And we're really looking forward to working with PwC to progress that further in the future.
David Tyler
executiveThank you, Jeremy. The gentleman here in the front row, [indiscernible], you can just hold on while the mic comes to you.
Unknown Attendee
attendeeThank you. Just a quick question to ask, what progress is being made on the application for B Corporation, which drives medias typical PZ looking to move forward in the sustainability area in a very logical way, and I'm interested to see [indiscernible], Jonathan.
David Tyler
executiveDo you want to take it or should someone else...
Jonathan Myers
executiveRight. So thank you for the question. As you know, a number of years ago, we embarked on this strategy. We said we're going to look to make real progress on sustainability. Not that the company hadn't been already, but we were trying to be more coordinated and maybe a little more intentional about what we're trying to do. As a result, a lot of it under [ Joanne's ] the ship on the back -- the row behind you, actually at the end of our Chief Sustainability Officer. We were able to make some very specific commitments, right, which everyone will be to measure us against and which we will report against. What we also looked for was, if you like, some certifications, some assessment that might also be a positive objective assessment of, yes, this is a company trying to do something a bit unusual and a bit disruptive for a company of our size, right? Now the good news is that one part of our business has indeed secured B Corp certification, which is Child Farm, right? So we're very pleased and very proud of that. The rest of the business has been working hard on trying to prepare the certification. Our challenge is actually be corporate inundated with people trying to certify, and there's a massive backlog, right? So we need to somehow get in the queue and work out how a company of our, if you like, complexity versus the smaller businesses they're used to certifying can work its way through the process. But at the same time, we're also looking for other evidence of progress we can make. And when we're ready to say something on that, we will come back and let you know what that accreditation could look like.
David Tyler
executiveAnd as it happens, we have a meeting later on today of the Board's environmental and social impact committee led by Valeria, which Joanna, you've just pointed out, Jonathan, will be, and we'll be discussing exactly this sort of issue. It remains an important part of what we feel we should do as a company. We clearly have a wider responsibility, as Jonathan said earlier, than just the profit of the business. We got the -- just before I go to you to ask the second question, which I'm happy to do. No, please, let's go low head if you go right behind you [indiscernible] 2 back, please, yes.
Unknown Attendee
attendeeJust a couple of one last question. Our dividend hasn't increased, and there's a it's still back to where it was. But I see that non-executive directors have had an increase of 9% this year. They don't do very many shares in this company. Could you just explain why 9% is just a fireball?
David Tyler
executiveYes, let me take that one and then ask if Kirsty, the Chair of our Committee. We're obviously a little bit conflicted because obviously, that's affected us. but we ask professionals to go out and look at the relative position of our nonexecutive directors who work hard for what they're doing for the company against others. And that recommendation was accepted by the Board as a whole, which, at that point, obviously, the members who are affected by the Board to stand back and let the other Board members, the executives to take that decision. But it's an important issue that we have high-quality in caliber NEDs who are there to challenge the business and the executive directors and to help them take advantage of opportunities. What we have, of course, today, and I haven't mentioned that is have a Board of 5 nonexecutive directors this time last year, there were 6. So the saving from saving, if you like, 17% of [indiscernible] directors is far more than the increase in salary that happened this year. But it's something we're conscious of. And you also make the point about the number of shares that NEDs own. And in our new remuneration policy, which is being [indiscernible] in a few moments. We encourage our NEDs, including myself to take shares in the company, and there will be a little bit more pressure on NEDs to do exactly that with the comments you've had in the back of their mind. So thanks for making again that comment. All right. Any other questions?
Sarah Pollard
executiveI haven't got much to add on to that. As David mentioned in the remuneration policy, we are laying out that there is now an expectation for as nonexecutives as to build up 1x our fee over a period of 4 years. There is always a debate about the challenge of how much should the nonexecutive we are independent be actually building up the shareholding versus remaining completely independent. But we're choosing to go this route because we do believe it's important that we step in and have an ownership of the company as well. Thanks for the question.
David Tyler
executiveOkay. Any other questions? Ladies and gentlemen, there's a gentleman right on the right, [indiscernible].
Unknown Attendee
attendeeCould you tell me how long [indiscernible] customers will be independent?
David Tyler
executiveI hope for many years, yes. It's been 140 years of independence, if you take Jonathan's date, which I'm really happy to believe, 140 years in 3 months' time, and every intention, of course, is to continue along that road. But nothing can ever be guaranteed, and I have to put to shareholders if there was ever a bid for our company at a price that we thought was interesting, we obviously would then have to talk to shareholders about that. But let me say there has been no such approach if there was, you know all about it. So we're certainly intending to remain independent unless something rather dramatic happens. Good. I think with that, not seeing any more hands, we'll move on to the formal business of the meeting now. And those of you who come each year will probably recognize this bit of the meeting. So all business transacted at today's meeting will be voted on by way of a poll. And clearly, there is one vote for every ordinary share that's held. The poll will be administered by our registrar, who are Computershare who are with us today, only shareholders who -- or their proxies or their corporate representatives are entitled to vote on the poll. If you previously lodged a completed proxy form and you don't wish to change your vote, then you do not need to take any action today. Your vote has been cast, and that will be included in account. I anticipate that, that will be the case for the great majority of shareholders in the room today. But for those of you who either wish to change your proxy vote or who have not previously cast a proxy vote and wish to take part in the poll, you'll need to complete the poll card that can be found on the reverse of your attendance card that you've got. If you wish to vote in the poll in more than 1 capacity, you will need a separate poll card for each capacity in which you vote. If you're not able to find your poll card or require further cards, perhaps you could raise your hands now and a representative on the registrar will come and give you the appropriate card. I can't see anybody right now. So we'll move on. In the interest of time, it would be helpful if you complete your poll card, as I take you through the resolutions, which I'll do in a moment, again, to be clear, if you've previously lodged a completed proxy form, you don't wish to change your vote, then you don't need to take any action today. Should you require any assistance completing a poll card, please raise your hand at some point, and our representatives from Computershare will be pleased to help you. Members of the company's Secretary team are also available in the room and can offer any assistance if you acquire it. The cards will be collected at the end of the poll procedure when I've declared the poll closed. Is everybody okay? Or are there any questions on that procedure? Don't see any hands, so I'll move on. So we'll move on to the resolutions. The notice of meeting includes 20 items of business for your consideration. A full explanation of each of these is included in the notice of meeting, but I'll provide a short summary now. The resolutions put before the meeting today are as follows: And I'm now going to put them on the screen. Here we are. Resolution 1 is to receive the audited financial statements for the year ending 31st May 2023, it's get the sentence right and the reports of the directors and the auditor thereon. Resolution 2 seeks approval by way of an advisory vote of the directors' remuneration report for the year ending 31st May 2023. That's contained in the annual financial report and the financial statements other than the part containing the directors' remuneration policy as this is a separate resolution. Resolution 3 seeks approval of the directors' remuneration policy, and that is set out in the annual report and accounts on Pages 110 to 118. Resolution 4 deals with the declaration of a final dividend. And then Resolutions 5 to 12 are about the election or reelection of all of our directors. A separate resolution is put forward for each director. You may recall from previous years that in relation to the reelection of independent nonexecutive directors, the company must seek the approval of not only its shareholders as a whole, but also separately of independent shareholders. For those purposes, independent shareholders or all those shareholders who are outside of a group comprising of the founding [indiscernible] family and certain wider foundry groups. Because of its size, that group of shareholders is treated as a controlling shareholder for the purposes of the U.K. listing rules. In order to meet these separate approval requirements, shareholders will vote on all director reelections just as we're doing with all other resolutions. But subsequently, I'll ask a registrar to separate out the votes of the controlling shareholders from the results of the vote on Resolutions 5 to 12 to give us the separate approval. So I'll just pause here for a moment. to enable anyone completing a poll card to cast a vote to each of these resolutions 5 to 12. And then moving on, Resolutions 13 and 14 are audit-related resolutions, the appointment of PricewaterhouseCoopers LLP and the setting of their fees. So I'm going to move the slide on to the last resolutions, which are here. Resolutions 15, 16, 17, 18 and 19 cover capital and other issues including authorizations relating to the allotment of share capital, the disapplication of statutory preemption rights, disapplication of statutory preemption rights in relation to the financing or refinancing of an acquisition or specified capital investment and the notice period for general meetings. They are entirely in line with our previous policy and with resolutions put forward of past AGMs with the exception of the resolution relating to the disapplication of preemption rights, which has been amended to reflect the current recommendations of the institutional shareholder community, including the preemption group. And then Resolution 20 authorizes political donations and expenditure. Resolution 16 to 19 are proposed as special resolutions. So are there any questions about these resolutions. I don't think there are. So thank you very much for listening through that. So perhaps I should just check whether everybody has had submission time to complete their poll card. And if so, could I please ask you to check that you sign the poll card at the bottom. And if you are a proxy, please write the word proxy next to your signature. Any cards that are not signed will be treated as invalid. So as everybody completed their poll card, who wishes to do so, sounds okay. So as there are no more polls cards to be completed, the poll is now closed. Please hand your completed cards into the representatives of the registrar, who are making themselves known around the room over there, standing up on my right, your left. So thank you, everybody, for your cooperation. The poll count for the resolutions put to the meeting today will be counted by Computershare and that will be compliant. That will be combined with the proxy votes, which have already been submitted. And then the final results will be announced to the London Stock Exchange as soon as practical following the end of this meeting, and that will also be shown on our website. However, based on the votes and proxy instructions received before the meeting, I can confirm indicatively that all the resolutions have been passed. So ladies and gentlemen, that concludes the formal business of the meeting and really only remains for me to thank you all very much indeed for coming today. When you leave the meeting, we'll be pleased to provide you a bag of PZ Cussons products, which Jonathan has talked about so articulately already today, and I hope you'll be able to take them home with you and enjoy using them. Thank you again, and I declare the meeting closed.
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