Scentre Group (SCG) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Annual General Meeting of Scentre Group Limited. I'm Brian Schwartz, the Chair of Scentre Group. The Company Secretary has informed me that a quorum is present, and I therefore declare the meeting open. In doing so, I'd like to acknowledge the Gadigal people of the Eora Nation as the traditional custodians of the land that I am on. Recognizing that many of us are on different lands of different traditional custodians, I would like to pay my respects to each of their Elders past, present and emerging. Our AGM is being held in a hybrid format this year. I'm conducting the meeting from the Wesley Conference Center in Sydney, and security holders are also participating online. It's probably worth noting at this stage for those that can't see the hall, it's pretty empty. In fact, I think we have just looking and leaving aside the people from Scentre probably about 10 to 12 people, which probably makes this the most expensive per capita AGM that's ever been held in Australia. So that's a pity and clearly, at least partly the weather, but I suspect it's also a broader issue. So I just note that so people are aware that we don't have a lot of people with us today. I'd like to welcome on stage with me, from the far side, Mike Ihlein, the Chair of our Audit and Risk Committee; Nonexecutive Director, Ilana Atlas; our Chief Executive Officer, Peter Allen; our Company Secretary, Maureen McGrath, Nonexecutive Director, Catherine Brenner; and the Chair of our Human Resources Committee, Andrew Harmos. Mike and I are each standing for reelection today. Ilana and Catherine are both standing for election following their respective appointments since our last AGM. To facilitate physical distancing, those directors who are not speaking, are seated in the front row, and I'd like to welcome Carolyn Kay, Steve Leigh, Guy Russo, Margie Seale, it's not so easy to see you all, but I know you're all there. Margie Seale and Mike Wilkins. Ms. Megan Wilson, representing the group's auditors, EY, is here today and we're also joined by members of Scentre Group's executive team, including Elliott Rusanow, our CFO. Today, we will be farewelling Steve Leigh, who will be retiring for a Board at the conclusion of today's meeting. It will also be Peter Allen's last Annual General Meeting as CEO of Scentre Group. I will say a few words in recognition of these events later in the meeting. Before we move to the items before the meeting, there are several housekeeping matters I need to mention. As a courtesy, I would request that people in the room switch all mobile phones to silent mode. Security holders have been provided instructions as to how to participate and vote in the AGM in the notice of meeting and online meeting guide, which are available on our website. Voting on all resolutions will be by poll. If you're eligible to vote and present in the room, you can scan the QR code on your attendance card with your mobile device. This will take you to an online voting page. If you do not have a mobile device or are having technical difficulties, you may complete the voting items on the reverse side of your attendance card. If you are participating in the meeting online, you will see a voting icon at the top right-hand side of the page, which will take you to online voting. Once I declare the polls open, all items of business before the meeting will be displayed along with voting options. To cast your vote, simply select one of the options. There is no need to hit a submit or enter button as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote by pressing a different voting option up to until I declare the polls closed. Proxy holders with directed votes will have those votes automatically voted as directed. All open votes held by security holder or proxy holder will be voted according to the options you select. We've received some questions from securityholders in advance of the meeting, which I will address during the meeting. Online attendees can submit questions through the online meeting platform at any time until the end of the question-and-answer section of the meeting. To ask a question, select the Q&A icon, select the topic from the drop-down menu and type your question in the text box. Once you have finished typing, please hit the send button. These are very different instructions to what we've done historically at these meetings. I'm just smiling at myself. Although you can submit questions from now, and I will not address them until the questions-and-answers section of the meeting. Please also note that your questions may be moderated or if we receive multiple questions on 1 topic, may be answered together. To ask a question over a telephone line, please follow the instructions written below the broadcast. For those attending the meeting here in person once we come to question time, you can ask a question by approaching the microphone attendant, showing your attendance card providing your name. I would ask that security holders restrict themselves to no more than 2 questions or comments. In the event that we have any technical difficulties, I will call for a short adjournment of the meeting with the meeting to be reconvened no earlier than 15 minutes after the adjournment. If it is not possible to reconvene the meeting at that time, we will make an announcement on the ASX as to how and when the meeting will be reconvened. In the event the online portal is not able to operate, we will post an update as to how security holders can continue to participate in the meeting of the Annual General Meeting page of the Scentre Group website. The notice of meeting has been made available to securityholders, including on the group's website, and I will take the notice as having been read. I now move each of the resolutions in items 2 to 7 of the Notice of Meeting and open the polls in respect of each of these resolutions. Item 8 is a conditional item and will only be put to the meeting if at least 25% of the votes validly cast on item 2, adoption of the remuneration report, are cast against that resolution. However, based on proxy results received, it is highly unlikely that Item 8 will be put to the meeting. As Chair, I've been appointed proxy by a number of securityholders. These included direct and undirected proxies as set out in the notice of meeting and proxy forms, all undirected proxies will be voted in favor of items 2 to 7 and if it is put to meeting against item 8. I will now formally vote all directed and undirected proxies in respect of items 2 to 7. I understand they have been done. Following the question-and-answer section of the meeting, I will declare the polls for the resolutions in respect of items 2 to 7 closed. The combined results of voting on these resolutions comprising the proxy votes received before the meeting and the votes cast today will then be displayed on the screen. Barry Azzopardi of Computershare has been appointed as the returning officer. Following confirmation by Computershare, final proxy and voting results will be announced to the ASX later today. As mentioned, you may ask questions throughout the online platform at any time until the end of the question-and-answer section. Having gone through the formalities, I will now deliver my address. And again, good morning, fellow securityholders and guests. On behalf of the Board of Scentre Group, I welcome you and thank you for participating in today's AGM. The group has remained focused on our purpose throughout another COVID-19-interrupted year. Operating profit and distribution have increased this year, and I want to thank our team for delivering these results even with more COVID-19 restrictions than in 2020. This demonstrates our proactive approach to generating long-term value for our securityholders. Our CEO, Peter Allen will address our operating and financial performance shortly. The past year has reinforced how essential our Westfield Living Centers are to people and communities. We are very proud of our team, particularly how they kept adapting to the changing conditions, keeping our centers, all our centers open and safe. Since Scentre Group was established in 2014, we are focused on our people and creating a strong operational culture where people can thrive. As part of this, we are committed to fostering an inclusive workplace where diversity of perspectives and speaking up is highly valued. Despite this COVID-interrupted year, the group maintained its focus on measuring our employee engagement, which has remained very high at 85%. This places us in the top 5% of companies globally. We have continued to increase female representation at all levels of the organization and are well positioned to achieve our goal of 40:40:20 across the group's workplace by 2025. We retained 94% of our key talent in 2021 against a target of 90%. This was pleasing, given the competitive labor market conditions we are facing. Our people and culture are a very significant part of our approach to being a responsible, sustainable business, along with our community, environmental and economic performance. In mid-March, we released our 2021 Responsible Business Report detailing the progress we have made across the 4 pillars just mentioned. We also released our second Modern Slavery Report Statement. The Board maintains oversight of the group's climate risk and resilience strategy. It is pleasing to report that we have already reduced our emissions by 30% since the group was established in 2014. This stands us in good stead to achieve our net zero emission targets by 2030 across our wholly owned portfolio. I commend our team's continued focus on further integrating responsible business objectives into our business. We've done a lot of work in addressing last year's vote against our 2020 remuneration report. In recent months, we have met with major securityholders and proxy advisers. We appreciate their preparedness to come with us -- to come and see us multiple times. We have listened and made adjustments in particular to the measurement criteria and outcomes under the short-term variable remuneration and long-term variable remuneration plans. Based on these recent discussions, we are pleased to have received securityholder and proxy adviser support for this year's remuneration report. Andrew Harmos, our Chair of the Human Resources Committee, is with us today. I'd like to thank Andrew for his absolute focus and commitment that it was a huge task. Thank you, Andrew. Each year, the Board, with the assistance of the Nominations Committee, completes a review of its performance. The outcome of this year's review was very positive and has informed the overall work of the Board and committees. It's been a significant year for succession planning for the Board and management. We are committed to continuing that we appoint directors with an appropriate mix of skills, knowledge, experience and diversity. Recently, the focus has been on addressing succession in leadership of Board committees as well as the Board's overall gender balance. Currently, 40% of Board members are female. During the year, we were very pleased to welcome Ilana Atlas to the Board and Catherine Brenner, who joined the Board on the 1st of March 2022. Both Ilana and Catherine stand for election today with the full support of the Board. Mike Ihlein and I are offering ourselves for reelection also with the full support of our fellow directors. Steve Leigh has announced his retirement from the Board. And on behalf of the directors, I extend my thanks to him for his valuable contribution to Scentre Group and respect his decision to focus on other aspects of his nonexecutive career. Steve, thank you, and good luck. The Board has continually been focused on succession planning at a management level. After a comprehensive global search, we were delighted to announce our Chief Financial Officer, Elliott Rusanow, as Peter Allen's successor. This follows Peter's decision to step down as CEO on the 30th of September this year after 8 years as our inaugural CEO. I will make further comments in the meeting to acknowledge Peter's extraordinary contribution to our business given this will be his last AGM with us as CEO. On behalf of your Board, we remain confident about the underlying strength of the consumer and the economic recovery across Australia and New Zealand. Our business is well positioned to fulfill our ambition to grow supporting our customers and continuing to deliver long-term growth for our securityholders. I thank my fellow directors and the Scentre Group team for their valuable contribution and support in what's been a challenging year. Thank you for your continued support of Scentre Group. I'd now like to introduce our CEO, Peter Allen, to deliver his address.

Thank you, Chairman, and welcome, and good morning, everyone. Thank you for participating in today's AGM. I'm very pleased to report on the group's performance and the team's delivery of our results in 2021. Last year, once again highlighted the important while we play in our community and economy. I'd like to thank the whole of our Scentre Group team for being proactive and decisive in supporting our customers, communities, business partners, people and securityholders. We've been agile in our customer-focused strategy to drive visitation to our Westfield Living Centers and are seeing more customers spending more time and money in our centers. Notwithstanding more government restrictions than the previous year, we achieved 413 million customer visits. We remain focused on our customers, leveraging on the strength of our leading platform and pursuing our ambition to grow by becoming essential to people, communities and the businesses that interact with them. As a result, we saw our business delivered strong results in 2021 with operating profit being $846 million, an increase of 10.9% over 2020. Funds from operations grew by 12.7% to $863 million. Gross cash rental collections for the year were $2.3 billion, representing an increase of approximately $200 million compared to 2020. Our net operating cash flow was $914 million, up 24.8% to 2020. Our team's actions have delivered financial returns that enable us to deliver a distribution of $0.1425 per security for the year, exceeding guidance. We continue to drive strong demand for space in our Westfield Living Centers from existing and new businesses who are focused on growing their customer engagement and optimizing their most productive stores with us. Leasing deal activity has been strong, and as a result, occupancy increased to 98.7%. During 2021, we made significant progress on customer initiatives that create opportunities to expand and enhance our platform. We launched Westfield Direct, our aggregator Click & Collect service across our Westfield Australian Living Centers as an extension of our in-center experience. It means that our customers can experience Westfield wherever they are. Westfield Plus, our membership platform, grew in 2021 and now totals more than 2.4 million members. The combination of these 2 initiatives provides us with opportunities to learn more about our customer and continue to deliver what they want. The focus on customers is integral to our $4.5 billion development pipeline, creating destinations that meet the future needs of people and communities. We have continued to make progress on our approach as a responsible, sustainable business across the 4 pillars of people, community, environment and economic performance. The group is committed to gender equity. And at year-end, we had 45% female representation across all levels of management, and we have pay equity for like roles by gender. For our community, the highlight is the ongoing positive impact of our Westfield Local Heroes program, which has now entered into its fifth year. Since the inception, the group has donated approximately $5 million to the grassroots organizations represented by our successful Westfield Local Heroes. The key areas of support over this time have included disability and access, family and youth support, domestic violence, welfare services and homeowners together with mental health and wellbeing. We are working with our joint venture partners to expand our net zero emissions target for Scope 1 and 2 by 2030 to be across our whole portfolio. Currently, our net zero target is across those centers we own outright. We're making great progress with this with our energy utilization reduced by 30% since Scentre Group was formed. During 2021, we finalized our net zero pathway, outlining our continued approach to reduce energy emissions. We've been pleased to work with some of our business partners to support them in achieving their environmental targets by providing renewable electricity across their store networks. This year, our focus is on working on our road map to reduce waste and water usage. Our teams to continue to focus on recycling and water initiatives across our portfolio. We are pleased that our Modern Slavery Statement alongside our Responsible Business Report was released in March. It outlines the progress we are making to identify and address the risk of modern slavery occurring in our operations and supply chain. During the year, we refreshed our strategy and developed our ambition to outline how we will pursue growth and become essential to people, communities and the businesses that interact with them. Our team is focused on growth. We have learned over the past 2 years that the pandemic impact on our business is temporary and not structural. Our customers want to spend time at our centers, which in turn drives demand from our business partners to have access to those customers. Any rationale for the government-imposed restrictions regarding lease obligations no longer exists. And we expect government to end the mandating of our securityholders' funding support to other businesses. We're confident the group is well positioned to benefit from the continued strength of the consumer and the economic recovery across Australia and New Zealand. In our first quarter of 2022, we have collected approximately $600 million in rent. And subject to no material changing conditions, the group expects to deliver at least $0.15 per security in 2022, representing at least 5.3% growth. Our operating earnings are expected to grow at a higher rate in 2022. I'd like to thank the Board for their continued support and guidance, not only for the last year, but also for the nearly 8 years I've been the CEO of Scentre Group. It's been a privilege to serve as the group's first CEO, establishing our strong culture and supporting our dedicated and highly aligned results-driven team. As this is my last AGM, I'd also like to thank our securityholders for your ongoing support of Scentre Group. I look forward to the group's continued success as it pursues its growth ambition. I'll now hand back to the Chairman.

Thank you, Peter. The proxy results for those resolutions presently before the meeting are shown on the slide you can see behind me and on the webcast. As was our approach last year, given the hybrid format of the meeting, I will not be putting each resolution to the meeting in turn. As mentioned, I have opened voting on items 2 to 7. I will now ask each director standing for election or reelection to speak, and then we'll open up the meeting to questions on all items of business before the meeting. I note that item 1 is a discussion of the group's 2021 financial statements and reports. This item is not the subject to a vote. It appears based on the proxy results that item 8 will not be put to the meeting. I will now move to the reelection and election of directors being Mike Ihlein and myself and Ilana Atlas and Catherine Brenner. The notes accompany the Notice of Meeting include a background note on each director. As I'm standing for reelection, I will ask Andrew Harmos to Chair the meeting while I speak to my election. Andrew?

Thanks, Brian. Brian Schwartz, our Chair, as a Director who retires by rotation and offers himself for reelection. The Board, with Brian abstaining, recommends that you vote in favor of his reelection to the Board. I know Brian wishes to say a few words.

Thank you, Andrew. I'm delighted for the opportunity to speak to you on my reelection and will be honored if reelected. I think we can all be proud of how the Scentre Group has conducted itself and performed throughout the COVID-19 pandemic, navigating so many unforeseen circumstances, yet maintaining our focus on people and culture, responsible business and long-term earnings growth. I believe my deep understanding of the group's business and its team derived from my experience on the Scentre Group Board and its committees will continue to serve me in the role of Chair. The notice of meeting contains greater details of both my career as an executive as well as a nonexecutive director. I won't expand on that other than to say I also believe this experience as well as my experience working alongside Peter and Elliott throughout the CEO succession and transition equips me with the skills to continue to serve you in the company. I remain committed and focused on our purpose, plan and ambition to grow. I remain energized by our plans to create long-term sustainable value. Scentre Group is the only public company on which I serve. I have the time and focus to dedicate to the company in its next stage of growth. I look forward to being able to work on your behalf with my colleagues on the Board and the executive leadership team to continue to deliver sustainable value to you, our securityholders. Thank you for your consideration. I think you now hand back to me.

Oh, I hand it back to you. Thanks.

Thank you. Before I turn to the questions, I would like to ask each of Michael Ihlein, who is standing for reelection, and Ilana Atlas and Catherine Brenner, who are standing for election, to speak. The Board, with directors abstaining, in respect of their own nomination recommends that you vote in favor of each director. Mike, over to you.

Thank you, Brian, and good morning, fellow shareholders. I'm very pleased to present myself to you today for reelection to the Board of Scentre Group. Notwithstanding the challenges of the pandemic, it continues to be a rewarding experience being part of your Board and contributing to the continued success of Scentre Group. In particular, I am honored to have continued as Chair of the Audit and Risk Committee. My long executive career, it seems very long now, has covered many finance roles, including Chief Financial Officer at Coca-Cola Amatil and Brambles as well as Chief Executive Officer at Brambles. I've now served as a director of listed companies for many years, including as a Nonexecutive Director in a variety of industries since 2010, and including currently Ampol and Inghams. All of this has, I believe, contributed significantly to my skill set and insights, which I'm able to apply to my role here at Scentre Group. I remain fully committed to Scentre Group, and I believe that I continue to have the energy, the time and the passion to continue to serve you. I present myself today for reelection, and it would be an honor to have your support for my ongoing role as a director. Thank you very much for the opportunity to address you this morning. Thank you.

Thanks, Mike. Ilana?

Thanks, Chairman. Good morning, everyone. It was an honor to be appointed to the Board of Scentre in May last year, and I now offer myself for reelection or election, apologies. If I'm elected to the Board, I undertake to work with my colleagues and management to maximize the benefit to shareholders that will flow from continued focus on both short- and long-term value. I also undertake to listen to feedback from shareholders and always act in your interests. A little about the skills and experience I bring to the Board. As a result of my legal experience, I have a good understanding of risk management and governance. I've also been fortunate enough to have senior executive roles in human resources, giving me expertise in areas to do with people in organizations, recruiting, training, health and safety, remuneration, succession planning and employee relations. All matters very relevant to Scentre's employees, particularly in a time where recruiting and retaining employees is challenging. I've also had experience in corporate communications, relationships with governments and all aspects of creating a sustainable organization for the long term. In Scentre's case, this means a particular focus on our role in decarbonizing the economy. I've now had a 12-year career as a Nonexecutive Director of ASX-listed companies. That included a period as a Director of Westfield as it was. So I am familiar with Scentre's business and its assets. The variety of nonexecutive director roles I've held has given me an understanding of a broad range of sectors relevant to Scentre's business, particularly an understanding of consumer businesses. At all times, I'm sure I have enough time to devote to my roles. Before taking on the role as a Nonexecutive Director of Scentre, I was careful to ensure that I have the capacity to commit to the company and all its requirements, including urgent matters. As a Scentre director over the last 10 months, I've been privileged to be part of such a capable team of directors and management. The directors bring a diversity of skills and experience to the Board, but all directors have a common objective of acting in your interests. Thank you for the opportunity to be considered by you to represent you on the Board. I'll do all I can to contribute to Scentre's future success. Thank you, Chairman.

Thank you. Catherine?

Thank you, Chairman. Good morning, ladies and gentlemen. I'm delighted to have this opportunity to introduce myself to you. As an executive, I was a senior investment banker having led or worked in the mergers and acquisitions, real estate, corporate finance and capital markets divisions of global investment banks. I've been a company director for more than 18 years, serving on companies such as Coca-Cola Amatil, Boral and AMP. I bring a deep understanding of financial markets, finance, strategy, stakeholders, risk management and diverse business sectors. I'm the Chair of Australian Payments Plus, which is the domestic payment rails, the merged FPOS, BPay and MPP and also a Director of Emmi, the carbon ecosystem for helping investors to solve carbon risk. One of the things that I consider that I bring to the boardroom table is the experience, skills, learnings and scars of having seen much, things that have gone well and things that have not gone so well. I've learned where to look for things, how to ask questions to elicit pivotal information, when to trust and when to verify. I still continue to learn every day, and I bring that experience and these learnings to the boardroom. It's a great privilege working with talented, hard-working and driven management and with high-caliber diverse Board colleagues as we have here at Scentre Group. I have sufficient time and dedication to devote myself to my responsibilities at Scentre. Looking to the future and with your support, I look forward to working with Brian, Peter, Elliott, and with my other colleagues to deliver further for you, our securityholders. Thank you.

Thank you. Thank you, Mike, thank you, Ilana, and thank you, Catherine.

You may submit a question or comment online at any time during the meeting until the end of the question-and-answer section of the meeting. All questions should be addressed to me as Chair and through the Chair. As mentioned, Megan Wilson from EY, the group's external auditor, is present at today's meeting. Megan is available to respond to any questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by Scentre in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit. I will now ask any securityholders in the room who may have questions, so we'll start in the room, and then we'll move online and to the phone after that. So anyone in the room have questions on any item of business to make their way to the microphones in the middle. Following questions from securityholders in the room, I will respond to online questions and other questions. Right.

It's Sue Howes here from the Australian Shareholders Association.

Good morning, Sue.

Good morning. First comment, if I may, Mr. Chairman. We would like to thank the company for the work that they've done on the remuneration plan and the changes that they've made and listening to retail shareholders, it's greatly appreciated. A question for you first, Mr. Chairman, please. In our meeting, we discuss both the size of the Board and the new hires in the context of succession planning. As part of this, you indicated that you will remain both on the Board and as Chair to cover the CEO transition period. Changes to committee chairs were muted during the discussions. Could you elaborate on the likely movements at committee level over the next few years?

Yes. Yes. Thank you. As I indicated in our meetings, succession planning at every level in the organization is ongoing. And about a year ago, 2 years ago, the Nominations Committee and the Board came to the view that it was time for us to begin to plan for succession at all levels of the organization. And so in the last little while, as you've seen, new directors appointed, it's been with that in mind. In the most recent situation where we have 2 new directors up, they were really both focused on different aspects of that committee succession. Ilana, as she mentioned, she's got a range of experience on a range of companies and positions, but including in remuneration and human resources. So we saw that as an opportunity in the first instance. And Catherine, we were looking at the Audit and Risk Committee, and we saw her skills as fitting for that. So that's part of that ongoing equation. We meet with the people that we retained to assist us in Board succession every quarter, and we update as to what it is, the skills are that we're looking for. So that's an ongoing process after the AGM and when the 2 new directors are appointed, we will then sit down again and put the pieces of the puzzle together and decide where to from here.

Thank you. May I ask another question, Mr. Chairman?

Sure, sure.

This one is really directed to Catherine Brenner. While we don't wish to drag over the coals of AMP, we are interested to understand what Ms. Brenner has learned as a result of the experience and how she plans to apply those lessons to making her a better director for Scentre Group?

So Sue, as you know as well or better than anybody in the room, we actually have met with the Shareholders Association on a number of occasions to afford them the courtesy of asking us those questions and also, in fact, meeting directly with Catherine, who responded to those questions at the time. I -- and Sue raised the point, and I'm appreciative of that as well, she raised the point that the last thing we want to do is move outside of the realms of the Scentre AGM. And so we won't be doing it. That's the good news. If I can paraphrase because I sat in on all of those meetings, the response that you got from Catherine on that question was the things that she learned was about complexity and the role that, that plays in an organization, how important the culture of the organization is in terms of her learnings, and to move faster. I think that encapsulates a long 1 plus our conversation. And I'd like to think that in this organization she will get the benefit and the opportunity to practice all of those things because we would subscribe to those same theories.

Thank you. I'll ask one more question, Mr. Chairman.

Okay.

Thank you. So this again is directed to Ms. Brenner. Several articles have indicated that Ms. Brenner was surprised by the public and media reaction to the evidence given at the Royal Commission. Could Ms. Brenner explain why she was surprised and how she could have handled the reputation or risk issues of AMP differently as Chair to preserve the reputation of the company?

Sue, I think you probably ran out of your questions with that one because I just don't think it's fair to ask Catherine to answer that question in this environment. So with your understanding, I think it's a very different topic. And as I did indicate to you, I think the satisfaction and when one looks at the proxy votes, the satisfaction that shareholders got on this topic was the amount of work that the Board did in its due diligence and in its process. And then it's -- reviewing all of the issues that you and others are interested in came away at the end of it and said, we're really comfortable that this is the right person for the role. And hopefully and clearly, they have directors can take comfort from that work that the Board has done. Thank you. Any other questions from the floor? We do have some online. No. In that case, I will now respond to the online questions as best I understand. We have a number of questions online. They're all from 1 person. And that person is a shareholder by the name of Stephen Mayne. 14 or 13 is probably a bit beyond what we would normally do. Some of them are procedural in nature, and I'll respond briefly to those. And the rest, I think, between Peter and I, we can probably get through them in any event. So the first question, I'm just reading them as we go. The first question is, in fact, a procedural question, wanting to know. How many shareholders voted for and against each item similar to what happens elsewhere? We hear the comment. We do provide a fair amount of information to the market. We will have a look at it. We only got these questions, in fact, yesterday. And again, I'm appreciative that we did get them before the meeting. But clearly, that is something that we will need to look at. I think that whilst there are a couple of companies that do it that way, the overwhelming majority of companies actually do it the way we do it. But we will look at that issue of additional disclosure. The second one is about JobKeeper. And well done for not claiming any JobKeeper. Thank you. And I know that Mr. Mayne has also complemented us another -- the way we've done other things. So we do appreciate that. Really, it's a comment more than anything else. We did receive very positive comment and feedback from shareholders. It was a very conscious decision, not shareholders from the market. It was a very conscious decision for us not to claim JobKeeper either here or the equivalent in New Zealand, and I think it stood us in good stead. The third question is what skills and experience does Catherine Brenner bring to the Board that the current directors not already have. I think I've covered that when I answered the question from Sue House. They really -- we were looking at quite specifically. The one thing I didn't say and I should have said, because she's also 10 years younger than anyone else on the Board, which is a good thing because when we did the Board review this year, one of the comments that was made that we really should be looking for younger directors as well because they bring a different mindset and perspective to the Board. And so I didn't say that earlier, but that's not the reason that we thought she was the right person for the job, but it is another reason. The next question, is requesting a full transcript. I think it's a procedural matter. We will have a look at it. I think we do provide the detail and certainly, it's all online. The people on the webcast, people can listen to it. As a former fighter pilot in the Australian Air Force, Peter, could Peter comment on why he believes the Russian Air Force -- did this one sneak in. Also, what are Peter's plans on retiring from Westfield? Peter, you don't have to comment on the Russian one, but what are your comments -- what are your plans after here?

Yes. Thank you, Chairman. Thank you, Mr. Mayne. Yes. I won't comment on the first part of the question. In terms of my retirement, my immediate intention is to just step down and take some time out and to think about what I want to be when I grow up. I'm going to be spending a lot more time out of my farm, my beloved is on football club and my wife reminded me my family. So we've got to make sure it shall be important. So you do need to refresh the batteries and then consider the future.

Thank you. The next question is about the diversity of our Board in terms of geographic location and it says that with the exception of our token Kiwi, Andrew Harmos, what are we doing to improve it? We've got a token Victorian as well in Guy Russo, who's sitting in the front row. And obviously, Steven Leigh, who is a token Queenslander. So while Steve is standing down and we'll come to that, look, I think we've very consciously gone and broadened the base of the Board to be more representative. We'll continue to do that. Obviously, once Steven stands down, we will be looking to replace those skills if they happen to be in Queensland or West Australia or anywhere else, that's where we'll go to get them, but we do need the appropriate skills. Congratulations to Elliott Rusanow on being appointed CEO. It was frankly insisted asking questions. Thank you. And well done to Peter for a stellar over many years in the group. Could Elliott explain his connection to the founding Lowy family? And could the Chairman comment on whether any other Lowy family associates are on the Scentre payroll? Not that, that would be a bad thing. Were any Lowy family members informally or formally consulted before Elliott's appointment to CEO is announced? A lot of questions. And so in no particular order, best I know, there are no other Lowy's on the payroll. Elliott, can you confirm. Thank you. In terms of Elliott's relationship with the Lowy family, Elliott's father and the late Shirley Lowy were brother and sister. So yes, that's the relationship. And were any of the Lowy's consulted on Elliott's appointment? No. Would they have liked to be? Or should we have? Possibly, but no. No, is the short and long answer. Elliott was really an appointment that was made at the time I became CFO by Peter, who knew him from his previous life. And as CEO, the appointment was based on a huge amount of work over a number of years by both internal and external people, consultants who did a global search and Elliott was the person who came up as the person we wanted. So hopefully, that responds to your question. The next one is about the name. Peter, do you want answer that? I need some water.

So everyone -- so those who can't see the question. It still makes sense that the Westfield name is not included in the name of the company. It was Frank Lowy's decision not back in 2014. What's the legal process and the approach to -- for shareholder approval to, in effect, go back to the name of Scentre Group to Westfield Australia. Just to give you a sense, the ownership of the Westfield brand and name is owned by Unibail-Rodamco-Westfield. That was part of the original transaction. That was done when Westwood Corporation split from Scentre Group. In terms of back in 2014, Westfield Corporation owned that name. Scentre Group has the use and the rights to use that name from a marketing point of view and a community and consumer point of view as far as our centers are concerned. I believe it's what we've been able to achieve as Scentre Group in terms of the culture and the way we've developed the brand of Scentre Group with regards to our staff, our securityholders as well as our business partners is really important in terms of differentiating that from our consumer name as far as Westfield as far as our centers are concerned. So I don't believe there's any real need to change. There is a potential legal opportunity that we would negotiate with Unibail- Rodamco to change that relationship. But at this stage, I don't believe it's something which is required. And at present, we have the use of that name with no cost for infinitum so.

Yes. Thanks, Peter. The next question is about, at the tender age of 59, Steven Leigh is the only Scentre Group under the age of 60. And of course, that's no longer the case or won't be given the advice. We will have a much younger director. But why is the youngest director resigning rather than the other directors? And given that the Chairman turned 70 this year and has served on Westfield Board since 2009, when is he planning to retire? Will you rule out recontesting again if 2025 -- in 2025 if elected for another 3 years today? It's a good question. And it's a question that is squarely on the Nominations Committee and the Board agenda all the time. And I've commented on Steven. I think -- or I haven't commented on why he's leaving. He's leaving to pursue personal interests. And whilst we're not -- we don't want him to go, but he feels that this is right for him, and he goes with our blessing. So there is certainly nothing more than that. My plans are always about succession planning, and we're well down that path. I don't believe in never saying never to anything, but it certainly wouldn't be my intention to stay around forever, never has been. Then the next question is about the share price, closing at 3.07 last night, market cap of 16 billion and net assets of 19.2. We claim to have net assets of 19.2. I think it's fair to say we do have net assets of 19.2. Could auditor Megan Wilson comment on why her approved valuation of the assets is so different to the markets? I know that Megan would love to talk about the share price, but it's not what auditors do. And as for the rest, I think it's just worth pointing out that valuations, all assets are valued each year. And each year, they are valued independent -- independently of us and independently of the auditors and the auditors then review those valuations. They're based on a series of assumptions. You would have to assume, and your question, I think, leads to that, that they are conservative assumptions because the market values reflect -- not the market values, the share market value. And I think that the question goes on to say, shouldn't we sell some assets to prove the values? I think that would not be a good way of running our business. If we brought sold assets to prove up values in the balance sheet, suffice to say, there have been a lot of transactions that have occurred in the last number of years, some very big assets, and that's what they did. They do prove up values. But it's but 1 measure of the value of the company. The next question is Scentre Group needs to uphold community. This is a different question. Right. Sorry. So Stephen, I think that addresses you'll know, there is still more to come. We've interspersed another question with you. So this one comes -- I'm not quite sure who it comes from.

Melinda Reist.

Melinda Reist. Thank you. Right. Scentre Group needs to uphold community standards and its own ESG commitments. You claim to value female representation, but pornified portrayals of women in your shopping centers facilitated by your Playboy owned sex store Honey Birdette, violate community standards. Global research fines these representations contribute to a diminished view of women's competence, models and humanity. Why do you continue to sanction this? Will the incoming CEO take the necessary actions which your predecessor do not? Predecessor, would you like to comment on that first?

Well, I think what we do try and do, as far as our business is concerned, is to meet community standards. And so what we have done with regards to Honey Birdette in particular, is that we've worked with the advertising standard agencies and to ensure that Honey Birdette meet those requirements. If there's any issues with regards to any of their window advertising in terms of their stores that we do address that with the Australian Advertising Standards Agency. And we also ensure that we -- when we do get notifications of issues, that we address that with Honey Birdette directly. There's individual views with regards to that, but there is a wider community out there in terms of that view. And we certainly see that from the customer visitation and the traffic and the expectations as far as that store and also what Honey Birdette do in terms of modifying their imagery in terms of their stores after we ask them and request their changes, that they meet those obligations as far as the community stands are concerned.

The next question from Stephen Mayne as I understand at his last question. Gerry Harvey continues to bad mouth Westfield all over town. I'm not sure -- claiming that he would go broke if it was quite power exorbitant rents. Do we have any Harvey Norman stores in our 42 centers? And what are we doing to improve relationships with the powerful billionaire who is very influential and so on? Should we make it a KPI of the new CEO to recruit the biggest Australian retailer, which is not currently working meaningfully with us to join the Westfield family? Stephen, the truth is Gerry Harvey is in our centers. As I understand it, he's in about 5 centers. And as I understand, we have a very good relationship with him. I've yet to meet a retailer who doesn't think they should pay less rent, and so he probably fits into that category as well. And I'm sure that as a shareholder, you would like us to optimize rather than to reduce rentals at every opportunity. So I think we do the right job. It's always a balance. And as I say, I've yet to meet a retailer who wants to pay more rent. I think that's the nature of the business that they're in and we're in. The next question is from Melinda Reist and again the same issues suggesting we should discuss it with Guy Russo who took strong action at Kmart. We've certainly discussed it with Russo. Guy is looking at me and nodding his head. So thank you, we will do that. The next question I think is a similar question. Will the Board please explain. I think it's the same question by a different person, but by [ Josette Wanda ]. I don't intend to keep going over the same ground. I think management will take those questions and understand them as we have historically, and we will deal them as appropriate. Thank you. Stephen, you're pushing the friendship here. I understand you've got 4 more questions. Why -- very quickly respond to them if we can respond to them quickly. If I can see them on the screen. When was Catherine Brenner's last day as a full-time executive before she embarked on Professional Director career? Again, same question, does she regret her stint at the AMP? Also, Catherine comments on which the current center rejection new before appointment, the Board got the chair comment on whether a recruitment firm was used to super our news direct and how many candidates from the short list. In short, the answer is yes, we did. I've said before, we recruited a recruitment firm. It's not particularly relevant to how many people. But in fact, the long list had 32 people on them, and then 26, and we brought it down to 5 and then we had a short list of 3, and the whole Board met those 3, and that was where the decision ultimately got made. As far as I know, Catherine, I think you worked with 3 of the people on the Board historically.

Yes.

And I think -- most of the rest of the Board knew her as we know everybody else around town. It's a small town, but I think that would be a fair answer to that. I don't know when your last day as an executive was?

2008 or 2009. One of [indiscernible] maybe.

Yes. And I know that the question on [indiscernible], I think she's come out a lot wiser and the school of hard knocks is a good place to learn a lot of things. So I think that would be the answer she gave to the ASA in that question. Then there's another procedural question, I think, yes, about moving to annual elections of directors, I think we've seen the debate on the subject. We follow the debate closely. We're not rushing at all. We think we've got the right balance, and we will keep following market practice. Actually where is Stephen. Please stop asking questions, Stephen, because I'm going to cut them off to the next 2. I know -- so Peter, this question is for you about the proposed $500 million redevelopment expansion of Doncaster in Melbourne, which has been supported by Manningham Council. This was the first shopping center Frank developed. He bought the land off a local Apple Arcadis almost 50 years ago. Now it has annual pre-COVID sales [ 9.50 ] and a book value of $2.23 billion, making it our fifth most valuable center. Also, the 2021 property compendium says Doncaster was last redeveloped in 2020, but this was only $30 million. What is the spending threshold for officially describing one of our centers is being redeveloped.

So in terms of the first question regarding the future redevelopment or expansion of Westfield Doncaster, we continue to work with that. As you said, the Manningham Council is really supportive of what our overall plans are. We're seeing greater density in terms of population around that area, which facilitates our ability to be able to feasibly expand that center. We're certainly seeing strong demand by business partners to take space in that. It's a matter of time in terms of ensuring that we get the right plans because what we don't want to do is the jeopardize over long-term value of that particular center. As you said, from the start, it's continued to grow as that market has grown. We certainly don't want to do anything today, which is going to jeopardize the future growth into the future. With regards to what account as a redevelopment, we don't necessarily look at it as a dollar amount, but it's in terms of the impact that it does have on the center. And so what we've seen with the redevelopment, which -- the expansion, which we did with regards to adding the restaurant precincts and the leisure entertainment precinct adjacent to the cinemas and introduction of Rebel Sport on the 2-level variable sport together with restaurants outside TGI Fridays, et cetera. We saw that as a real integral expansion in terms of being able to add additional uses to Westfield Doncaster. And we're certainly seeing the benefit of that, not just in terms of that food precinct, that restaurant precinct, but also across the whole center.

Thanks, Peter. The last question from [ Stephen Leigh ] is about Solomon Lew and the fact that he's a vocal critic of landlords and famously refused to pay rent. Look, I certainly wouldn't want Peter or anybody to go into detail of how much rent he paid and what rent he paid and the like. Suffice to say, again, we have a very good relationship with Solomon Lew and his organization. And the good news is they do still pay rent. And like I mentioned before, landlords like to -- not like to -- must negotiate. That's part of the way they do business and their business thrives as well. As to them receiving JobKeeper, not for this meeting, so I won't go there. That's a question for them. And then the last question is another one from Melinda Reist. It's, again, in similar vein on Honey Birdette. I think Peter has answered that. So I think we can probably leave that as is. So as best I can tell, that now answers all the questions that have been submitted online. And I know that we do have an opportunity for telephone, and I understand there is one person who is on the telephone. So Darcy, perhaps if you can introduce that person, we'll hear the call. Thank you.

[Operator Instructions] There are no questions at this time.

Okay. No questions. I think what I'm just relieved about is all the technology worked and everything came together well. So thank you to all the people at the back there who've made that happen. It was a major challenge. As there are no further questions, please cast any final votes before I close the polls for items 2 to 7, which I will do shortly. If you have voted in person using a card, please raise your hand so that it may be collected from you. [Voting]

Given the delay in the timing of the calls all over, I'll need to wait about 30 seconds for that to happen and for votes to be collected on the floor. Has everybody handed in? There is another one, there's several in that part of the room. Yes. I think there's one there -- ladies filling it down. All right, ladies and gentlemen, I'm about to close the poll. So if you do have any one there, please pass them through. I see one on either side of the room. The polls for the resolutions for items 2 to 7 are now closed. As I mentioned earlier, it will take a short time for these results to be combined with the proxy results. So if you'll bear with us, we will just wait for those results to come through. Based on indicative results, it appears that each resolution has been passed by the requisite majority. As we did not receive a second strike on the remuneration report, the spill resolution in item 8 will not be put to the meeting. The final results of the polls will be announced to the ASX later today. Ladies and gentlemen, that concludes the formality of today, but let me just take a moment to turn to Peter Allen. As I mentioned earlier, of course, Peter isn't leaving us just yet. He's been -- he has much to deliver over the coming 6 months as well as assisting with the transition of leadership. Yet it is his last AGM as CEO, so we'd like to recognize, on behalf of the Board, his outstanding contribution as our inaugural CEO of Scentre Group. Under his exceptional leadership, we have developed a strong organization and culture that is focused on our people, the customers and communities. Peter's vision, dedication and hard work have changed the way we operate and place the group in a strong and leading position. His industry leadership is to be commended and particularly through the COVID-19 pandemic. Thank you, Peter, for your contribution to date, and we will have the opportunity at the time of your retirement to acknowledge you more fulsomely. Thank you. The Board is delighted to have an internal candidate, Elliott Rusanow, as Scentre Group's next CEO. We are confident Elliott's leadership will continue to strengthen our performance, culture and grow our business from the strong position Peter has led it to today. I will now ask Peter to -- perhaps Elliott to go up to the lectern to say a few words. Thanks, Elliott.

Thank you, Chairman. It is my great honor to have been appointed by the Board as Peter's successor and have the privilege to lead the organization as Scentre Group's next CEO. I have been the group's Chief Financial Officer since 2019 and have been involved with the Westfield brand and business since joining Westfield Group from Bankers Trust in 1999. I have worked with Peter and many members of our team during that period. We have the leading team of dedicated people, and it is their commitment to customers and communities that makes Scentre Group a great organization. During the past year, I have had the opportunity to work with the Board and leadership team in refreshing our plan and articulating our growth ambition. I look forward to working with the Board and Peter over the coming months as we transition. And as CEO, I look forward to delivering long-term value for our securityholders. Thank you.

Thank you, Elliott. We look forward to working with you and indeed with Peter over the transition in the coming months. Ladies and gentlemen, on behalf of the Board, I want to thank you for participating in today's AGM. The meeting is now closed. Thank you.