SEEK Limited (SEK) Earnings Call Transcript & Summary

Good afternoon, shareholders, visitors and SEEK team members. Welcome to those of you online and in the room here in SEEK's offices in Cremorne in Melbourne to SEEK's 2024 Annual General Meeting. I'm Graham Goldsmith, Chairman of SEEK Limited. If you have any technical difficulties with the online platform, those viewing virtually will see the number on the screen now. If you call the number on the screen now, someone will assist you. Thank you for your attendance today. Today, we are hosting this Annual General Meeting on the lands of the Wurundjeri Woi Wurrung peoples of the Kulin Nation. On behalf of the SEEK Board, I would like to pay my respects to the traditional custodians, elders, past and present and extend that respect to all Aboriginal and Torres Strait Islander Peoples joining today's Annual General Meeting. I note that a quorum is present, and I declare the meeting open. Joining me on stage today are Nonexecutive Directors: Andrew Bassat; Leigh Jasper, Linda Kristjanson, Rachael Powell; Michael Wachtel; Vanessa Wallace; Jamaludin Bin Ibrahim, our Malaysian-based Nonexecutive Director is not joining us today as he is receiving an honorary doctorate from the former King of Malaysia for his services to business. Also joining us on stage is the Managing Director and CEO, Ian Narev; and Company Secretary, Rachel Agnew. Andrew Cronin from SEEK's auditors, PwC, is also in attendance. I would also like to acknowledge members of SEEK's executive leadership team, who are all here today: Kendra Banks, Chief Financial Officer; Emmett Sheppard, Group Executive Corporate Strategy and Investments; Grant Wright, Group Executive Artificial Intelligence; Kathleen McCudden, Group Executive, People and Culture; Lisa Tobin, Group Executive Technology; Peter Bithos, Group Executive Commercial; and Simon Lusted, Group Executive Product. Before we commence the formal part of the meeting, I will outline the procedural aspects of this meeting. Shareholders, their attorneys, proxies and corporate representatives will have the opportunity to ask questions at this meeting. If your question is of a general nature about the business, you may ask this following Ian's presentation. If your question relates to a particular item of business, please ask your question when we come to that item in the meeting. If you are attending in person, attendees with pink or blue cards are welcome to ask questions. Make your way to the fixed microphones stationed in the room, identify yourself and state your name. [Operator Instructions] In terms of the ordering of questions, we will first take questions from those in the room and these will be followed by written and then verbal questions through the online platform. Dan Ellis, Corporate Communications Director at SEEK, will assist us with this process. I will now explain the voting procedures. Voting today will be conducted by way of a poll on all resolutions provide -- requiring a vote. Ms. Christina Piccolo of Computershare, SEEK's share registry, will act as returning officer. If you are an eligible shareholder, a representative or attorney of an eligible shareholder or a proxy for an eligible shareholder, you are entitled to vote. For those attending in person, you should have been issued with a pink voting card upon registration. If you are representing or you are a proxy for more than 1 shareholder, you will have been provided with a separate admission and voting card for each separate capacity in which you are attending the meeting. Relevant voting instructions are printed on the reverse of your pink card. If you have difficulty completing your voting card, please raise your hand and a representative from Computershare will assist you. And before placing your voting card in the ballot box, please ensure you print your name and sign at the bottom of the card. Before you leave the meeting, please place your voting cards in one of the ballot boxes near the exit. For those voting online, a vote icon will appear at the top of the online platform screen. Selecting this tab will bring up a list of resolutions and present you with voting options. To cast your vote, select one of the options: for, against or abstain. There is no need to submit your vote as the vote is automatically recorded. You'll receive a vote confirmation on your screen, and you can change your vote until voting is closed. Proxy holders are reminded that you must vote in accordance with the shareholders' directions. Any directed proxies that are not voted at the meeting will automatically default to me as Chairman, and I will be required to vote those proxies as directed. We're entitled to do so and subject to the voting restrictions set out in the Notice of Meeting. I intend to vote all undirected proxies in favor of items 2 to 6. We will show on the screen the outcome of the proxies received prior to the meeting at the start of the questions on each resolution. I now formally open the poll on all items of business. You do not need to vote now. You can wait for the discussion on each item and then vote as all polls will remain open until shortly after the end of the meeting. Before the formal business of the meeting, I will make a brief address, which will be followed by a presentation from Ian. Fellow shareholders, it is my pleasure to address you today in person and virtually and provide some highlights of the past financial year. The business performed well in areas within our control in fiscal 2024, however, the external environment continued to weaken in all our markets. At an operational level, we saw continued signs of the strength of our business and the value of previous investments. SEEK maintained its leading market position and grew placement share in Australia to the highest level in recent history. And we achieved double-digit yield growth across ANZ and Asia. We also ended the year with strong foundations in place for future growth. We completed the platform unification project ahead of schedule and below budget. Following unification and with the full support of the Board, the organization was restructured to support the faster delivery of market-leading products to our customers with the best technology and using the unique data we have on our unified platform and, more broadly, within the business. We sold our Latin American assets to ensure sufficient investment and management focus on the areas of our core competitive advantage. We also made significant progress in upgrading our internal controls. At the headline financial level, our performance was impacted by significant reductions and job ad volumes across SEEK and the impairment of our investment in Zhaopin due primarily to economic conditions in China. These external factors led to year-on-year reductions in revenue, EBITDA and NPAT, which are not the outcomes to which we aspire. Our share price performance has improved over the year from around $21 at this time last year to around $25 per share today. Despite lower-than-expected financial outcomes, we continue to invest for the future while holding total costs in line with the previous year and paid a total dividend of $0.35 per share for 2024. In Ian's address, he will talk in more detail about the outcomes for the year and present an outlook for the remainder of 2025. We continued during the year to be guided by our purpose: To help people live more fulfilling and productive working lives and help organizations succeed while executing our strategy. In April 2023, we announced ambitious goals and fiscal year '28 aspirations. To get to the $2 billion revenue opportunity, we are targeting to deliver strongly on the outcomes within our control. We assume to a degree that we will be in a more positive macro environment in fiscal 2028 than today. Due to our past investments, we are also well positioned to ensure total costs will grow slower than revenue each year going forward, other than in the most material downturns. With this flexibility, the opportunity for creating operating leverage is clear. As a Board, we also continue to focus on overseeing the management of our key financial and nonfinancial risks including cybersecurity, AI and data protection, and the actions we are taking to improve the governance of our control environment. SEEK holds an 83.8% interest in the SEEK Growth Fund, which provides shareholders with an economic exposure to high-growth investments in human capital management markets, particularly in the HR SaaS and Education businesses. Since its inception, the value of the fund has increased 26%. The adjusted valuation is down 9% since last year, reflecting a more difficult time in the cycle for technology companies and venture investing. Despite this, the fund's largest businesses, which account for 85% of the Fund's value are performing well. The Board is focused on realizing returns from the fund over the medium term. Our employment engagement surveys indicate that our employees remain engaged with high participation rates. Whilst there has been a slight drop in overall engagement scores due to the uncertainty created by the recent organizational changes, the results are also in line with declines in global external benchmarks. Management is focused on taking action to improve engagement levels across the business. In both ANZ and Asia, SEEK was recognized by independent assessments in fiscal 2024 as among the best places to work. This external recognition indicates our commitment to building a high-performing and caring culture that allows SEEK to attract, develop and retain talent in the competitive technology industry. We have made positive progress on our diversity and inclusion initiatives, including in developing our pipeline for technology talent. Over half of our direct reports to the CEO and 1/3 of our Board are women. I turn now to sustainability. Our approach to environmental, social and governance topics focuses on the areas that we can have the most impact and align most to SEEK and its stakeholders. Addressing modern slavery risk across our business is a major part of our commitment to having a positive impact on the communities in which we operate. SEEK is well positioned to have a leading role in preventing the potential for exploitative recruitment and modern slavery unemployment platforms. We do this by continuing to invest in step changes in our fair hiring program in high-risk areas. We have also progressed our programs to address any modern slavery risks in our supply chains through audits of suppliers in high-risk industries and third-party risk assessments, including expanding these assessments to our Tier 2 suppliers. We continued our work on positively impacting communities, individuals, business and employment markets. We invest in the community through activities such as SEEK Volunteer, a Small Change workplace giving program and employee volunteering. We developed and launched our inaugural First Nations Reconciliation Strategy and continue to provide data and insights that can help inform policymakers and customers on labor market trends. We continue to invest significantly in responsible and ethical use of data and artificial intelligence with a focus on user trust. We also took action to improve the effectiveness and efficiency of SEEK's internal processes through the application of AI capabilities. We continue to refine and review our approach to cybersecurity and strengthen the governance over our controls. We have 2 key environmental priorities: minimize our environmental impact and prepare for the impacts of climate change and transition to a low-carbon economy. During the year, we continued emission reductions projects, including moving to 100% renewable energy across SEEK's offices. Your Board is proud of SEEK's commitment to sustainability, and I encourage you to read our recently released 2024 Sustainability Report, Climate Statement and Modern Slavery Statement. I will now comment on our executive remuneration structure. The main objective of SEEK's remuneration framework is to ensure close alignment between executive reward and long-term shareholder returns. The changes to the Wealth Sharing Plan approved in 2023 and implemented through 2024, were intended to further align the Wealth Sharing Plan outcomes with the shareholder experience. These changes, which have been broadly well received, included moving from an absolute share price hurdle to a relative total shareholder return measure assessed against the ASX 100, and enhancing the attractiveness of WSP options by increasing the exercise period and providing participants with more choice. To date, the executive remuneration structure has served SEEK and our shareholders well. Since 2012, when the current plan was implemented, SEEK's total shareholder return has grown by 313% compared to a 221% increase in the ASX 100. Over this time, the benefits that executives have realized under the plans, when viewed in totality, have been closely aligned with or less than the TSR growth seen by shareholders. Three of the last 10 WSP offers tested to date have lapsed, highlighting the at-risk nature of the award. The most recent lapsing of the fiscal 2022 WSP reflects the continued weakening of market conditions from post COVID recovery volumes. And despite placement share and yield remaining strong, revenue being lower than expected and year-on-year reductions in EBITDA and NPAT. The Board will continue to review SEEK's executive remuneration framework to ensure it supports the sustainable growth of our business and the execution of our strategy and meets shareholder expectations. I will now turn to the executive leadership team, who are all here in person today. During the year, there were changes in the executive leadership team to reflect the change in organizational structure. The commercial teams in Asia and ANZ were combined and are led by Peter Bithos, our Group Executive Commercial. Following the resignation of Chief Financial Officer, Kate Koch, Kendra Banks was appointed to the role and with her experience in the business, will partner with her executive colleagues to drive outcomes. We have recognized the long-term importance of our use of AI internally and externally through the appointment of Grant Wright to the ELT as Group Executive AI. Your executive leadership team led by Ian have worked cohesively to deliver on the key priorities agreed with the Board for fiscal '25, including completion of the unification project, strengthening of our internal control environment and developing our senior leadership capability. Notwithstanding the progress, the Board and management recognize there is more work to be done on further containing our total costs and measuring our returns on investment, which are reflected in our fiscal '25 executive team priorities. I would like to comment on Board succession. The Board currently comprises 8 non-executive directors and 1 executive director. The Board appointed Rachael Powell as a Nonexecutive Director in February this year. Rachael's background and digital businesses and customer experience are valuable additions to the expertise and views on the Board. Rachael is standing for election today. Michael Wachtel and Andrew Bassat are presenting themselves for reelection at this year's AGM. Both Michael and Andrew continue to make significant contributions to Board deliberations and are valued members of the Board. I also retire by rotation and present myself for reelection today. I have been on the Board of SEEK for over 12 years. And as I indicated in our notice of meeting, if reelected, I do not intend to complete my 3-year term. A Chairman succession process has commenced. Your Board unanimously supports Rachael's election and the reelection of Michael, Andrew and myself. I would like to thank Ian, his senior leadership group and the entire SEEK team, together with the Board for their hard work, dedication, leadership and care for each other, our candidates and hires and communities in which we operate. With the continued difficult backdrop of global events, we remain focused on mutual respect and discourse across the organization and providing support to our team. Thank you. I'd now like to pass to Ian who will give us an update on operations.

Thank you very much, Graham. Good afternoon, all, those of you joining us online and those of you are here with us on Wurundjeri land. It's a pleasure to be with fellow shareholders. Graham finished on a note of gratitude, so to sort of continue the theme and start on a note of gratitude and just to say, as I think I might have said last year, what a privilege it is to lead this team of people at SEEK. This is a cracking team, the executive leadership team, our senior leadership team and all of SEEK's people. And as we reflect on the past year and already obviously pedaling hard in this current year, I feel a real sense of privilege of having the opportunity to lead this team of people. Graham's covered a lot of what will interest you about the year that has gone. I maybe just want to add to that a little bit by conveying a sense of real strong optimism on the part of the management team about the prospects of the business. And I mean, conveying optimism is not much used to anybody if it's not backed up by results. So the intention I've gotten in looking at the past year is really showing you why the outcomes of last year give us so much confidence in the prospects of your business. If we start by what we're sort of aiming for, and our 2028 ambitions will be well known to all of you. We want to be the market leader in placements. We want to grow yield and we want to do it efficiently. And I think you all know that, and none of those outcomes is good enough by themselves. We often wish you could run a business where you only need to do one of these things. We've got to do all 3, and we won't be successful unless we do all 3. And we're very focused on both the $2 billion revenue opportunity, which Graham has mentioned, but also on the fact, and I'll come back to this, at having now completed, really, the generational investment in our technology platform. We're positioned to grow effectively and efficiently, supporting a margin of over 50%, and that will be good news for our investors. If we look at 2024, and I'll come back to the high-level numbers in a minute, which you will know and it's ancient history, so I won't spend too much time on it. And this is probably the core of what I'd like to convey to our shareholder base is the degree to which the achievements and outcomes from 2024 really give us confidence in the path forward. Now I want to be clear. I think nobody more than this executive team understands you're only as good as your last season, and we are in an extremely competitive environment, and we embrace that because the winners of competition are customers. So we never take for granted the difficulty each quarter, each half, each year, each couple of years on staying ahead of our competition and competing hard. And there will never be any complacency about that. But when we then reflect on why we have the confidence in our market positions and our prospects, you look at the 2024 outcomes, and this I will take a minute on because it is important to emphasize them. We are the market leader by quite some way as you all know in ANZ, but that's gone up. The placement share in ANZ is the highest in the recent history and the trajectory feels very good in this financial year-to-date. We've got double-digit yield growth across APAC. So in old parlance, we're growing share and growing margin at that top line through yield, which is a sign of a business doing good things for customers. We kept total expenditure, which we now talk about operating and capital costs together. We kept that in line with the prior year. And then unfortunately, it's probably going to be the last time I ever get to talk about the success because it's already ancient history. But given that we're looking at the 2024 financial year, we'll just emphasize again, that when an organization stares into a 3-year technology upgrade, which is a once-in-a-generation technology upgrade and gets to say they got to the end of it, it was ahead of time and ahead of budget. That should give us, all of us, a high degree of confidence in the executional capability of the business. And we couldn't be more optimistic about what we're seeing in terms of what that platform is enabling us to do for customers. That's it. Now we're looking forward but that did get completed in the past financial year. And then in the spirit of keeping on saying, look, if we're going to be successful, we have to be a market leader wherever we are or a very close second with a prospect of getting to #1. When we look dispassionately the Latin American businesses that just wasn't going to happen, and so we sold them. So we're constantly keeping an eye on what we're doing and making sure we're positioned for success. And then I won't read on the right-hand side, but you can just get a sense from what I've been speaking about, about why that track record from the last financial year and the momentum continuing into 2025 financial year gives us an executive team, real confidence that as long as we execute really well, we will be successful. The last thing I'll say, which is not on this page, more of a sort of a personal overlay on this. Part of what you're looking for in my mind as a CEO, when you're leading a business like this is the quality of the execution on things that don't have as much profile that don't seem to matter so much. And I can tell you in the meetings that I'd share on issues like cybersecurity, on data privacy, on what might seem like mundane matters like identity and access management of our systems, the level of care and focus on the management team on those things, which don't make the big advertisements and don't make the annual reports is extremely high. And so the overall focus on quality in the business feels very strong. And again, it gives us a reason for confidence. I won't go through the financial results. Again, you can see them all here. I just want to acknowledge what Graham said is that when you just look at these numbers overall, collectively, it's not where we want to be. And yes, a large part of that is because when you look at the comparatives, we're coming off as extraordinary post COVID boom. But when we look at these numbers in the context of the financial year we had and the external market conditions, we're very pleased. When we translate them into outcomes for shareholders, they're still not where we want to be, and we've got to work very hard to do that. And I would say just to wrap up this particular part, we have a lot of engagement with our shareholders. We hope we're always listening with an open mind. Very, very few of them, if any, are saying they don't like the quality of the market outcomes and the delivery. The discussions are really all about, are we doing this? Are we getting the most out of what we're investing. And that's a challenge that we take on and the challenge we need to make sure we're continuing to meet. The SEEK Growth Fund, again, I won't spend a lot of time on this. Graham spoke about it. The headline I would say here that under Andrew's leadership and with his team, we, as a Board, I think, and certainly as executive team feel that the performance of these assets in the markets they have been and completely vindicates the decision to separate them from the core business. Andrew has built a different sort of a team, a different sort of a culture. We are very happy and very demanding shareholders in the fund. Graham and I sit on the Board. It's a nice little twist to having Andrew on this Board and then we get to sit on the other Board. But quite seriously, we understand a lot of our shareholders' value is tied up in the fund. We're very confident about its prospects, and we feel that, again, the performance last year, although the headline numbers don't look that exciting in the context of the market in which we are operating in, show the quality of the assets and show the quality of the team leading the fund. And finally, but by no means, at least importantly, to the point Graham said, sustainability highlights. And one thing I would emphasize at SEEK from my personal perspective is when you speak to SEEK. SEEK people about human rights, social impact data and cyber, some of the things I've spoken about, there's a real passion to do this because people just want to build a really high-quality sustainable business. And I'd emphasize data and cyber, which I've spoken about, social impact and some of the things that Graham has spoken about, but a real sense of passion in the area we're probably most uniquely at the center of which is fair hiring and modern slavery. And again, one of these areas that the work of the business doesn't get put up in lights, but I'm very confident if shareholders could get a bit of a perspective on what's talked about at that meetings and the degree of care and quality investment that goes in to making our marketplace as fair as possible, I think you'd be very satisfied. Lastly, on the trading update and guidance and the news is there's no news. We -- I must say when I did the -- I and my team did the investor rounds in August, we came under quite a bit of scrutiny on the guidance. And a lot of people saying, are you really sure? A lot of questions about whether we're being too conservative, and I have to say this has turned out, to date, exactly where we said it would. So we're affirming guidance today. And just -- we know people like just 1 more level of detail on that, so we will be clear. The guidance for revenue is unchanged. You can see in volumes, a slight difference in mix. ANZ is a little bit higher than we had expected because unemployment is a bit lower than most of the economic expectations. Volumes in New Zealand have continued to trend downwards a bit. And then volume across Asia, mixed and overall slightly lower, in particular, because Hong Kong's got a higher degree of economic certainty, which has weighed a bit on volumes there. And the yield guidance of high single-digit growth in APEX exactly we want it to be. So revenue is unchanged. When we talk about the guidance range for FY '25, we had a bigger range. You can see here, $760 million to $790 million. It used to be $740 million to $810 million. What we've really said is the outlying aspect of that range, we're definitely not going to use. So we've narrowed the range to $760 million to $790 million. The mathematicians among you will see that the midpoint of that range is exactly what it was even with the wider range, but we wanted to provide a bit more clarity as to where we think we're headed. We talk at SEEK about total costs. That is operating expenses and capital expenditure. And we've noted that the guidance grange has narrowed a bit, and there may be some view -- some movement slightly between CapEx and OpEx as a result of ongoing reviews that we flagged in August and we're continuing to do. So overall guidance for FY' 25 EBITDA and adjusted NPAT unchanged as well. So again, thank you very much for your support as shareholders. We don't take that for granted. We're very motivated by doing our best for you and we look forward, hopefully, to being back next year to tell you about another year of continued momentum. So thank you, all, very much.

Well, thank you very much, Ian. I'd now like to invite shareholders to ask any questions in relation to the presentations you've just heard and the company's operations or management generally. We will ask with -- we'll start with any questions from those here in the room.

If you'd like to ask a question, please raise your card and move to the microphone over here and state your name. Thank you.

My name is [ Mike Robey ] from the Australian Shareholders Association and today, I hold proxies for about 140,000 shares in our company. And I'd like to start with a couple of congratulations. One, that despite what a pretty awful macroeconomic conditions, you've managed to actually pull the share price up. So that's very well received by our shareholders. And the second one is, unlike many companies that we visit, the idea of actually having an IT budget of a large scope go to budget and go under time and underbudget is, again, unusual, so well done on that. And it appears that the first result is partly a consequence of that, so well done. My question really relates -- is a strategic one. When we look at companies that have 2 moving parts, we often see that 1 part is actually a hedge to the other. So you've got, effectively, a growth fund and a sort of regular business. And I'd be interested to know how much you see the growth fund as a hedge to your current business. Because that looks like it's going to be in the -- the market is going to be in the doldrums for a few more years. So is the growth fund a good hedge during that period? Or should we modify it so that basically it can become so? Interested in your thoughts on that.

Well, thanks very much for your comments and your questions, Mr. [ Robey ]. We don't really view the Growth Fund and the regular business as providing a hedge to each other. The regular business is, obviously, a business which is well established, has significant market share in all its markets. And we believe, as you've heard from Ian and myself significant further opportunities. The reason that we went through separation is that the businesses are clearly different with the Growth Fund holding a number of shareholdings in start-up and early stage ventures that have a different dynamic and a different operating structure to them. So we wouldn't describe them as a hedge between each other. But clearly, when you sort of look at the returns we're generating at the moment, the Growth Fund, from a value perspective, represents sort of over 20% of our total invested capital yet, at this point in time, it's not generating a return. The returns are all coming from the operating business. So if you sort of think about it in stages over time, whilst we don't see it as a hedge, we see it as an opportunity to provide further growth for us as the other business perhaps becomes a little bit more mature. Are there other questions in the room? We'll now turn to online questions. Sorry?

[ Peter Colliero ]. I'm a shareholder in SEEK 9 years now. Just a question about the Growth Fund. What's the ultimate plan for the Growth Fund? Is it we plan, one day, to sell it, to list it or do that to various parts? Where do we see it in several years' time?

I think there's -- thanks very much for your questions, Mr. [ Colliero ]. I think there are a number of stages to that. What we have said to the market and to our shareholders is that we won't make further new investments into the fund. So from that perspective, it's really more getting the opportunity to get the returns from those funds as and when the fund decides to either sell parts of assets or sell assets. And we'll see how that tracks over the next 2 to 3 years. Obviously, we have an alternative down the track to sell units in the fund if we were to do so. But I think if you sort of look 10 or 15 years from now, whatever remains of the fund would not be nearly as a significant percentage of our capital invested as it is today. So over time, we would see eventual realization, but that'll be what is the best outcome for the fund and its unitholders and SEEK will be the recipient of that. Thank you. We'll now turn to questions online. Dan, do you have any questions online?

Chairman, I do have a question from shareholder, Mr. [ Stephen Mayne ]. "Could CEO, Ian Narev please summarize the extent and breadth of engagement he has with analysts, brokers, fund managers and institutional investors after each 6 monthly results released to the ASX? How does that compare with what he did as CBA CEO? Also, are there any notable differences in the way SEEK and CBA engage with their retail shareholders? Are SEEK's sticky and loyal retail shareholders getting a fair share of the attention? And finally, thank you for offering shareholders a hybrid AGM today, which maximizes the opportunity for retail shareholder participation."

Well, thanks very much, Mr. [ Mayne ], for your question. I think this is obviously a SEEK-focused meeting. So I'll let Ian talk about what he does and what the team does in and around SEEK. I'll leave it to him as to whether he wants to make any other comment.

Well, look, the short answer. Thank you, [ Stephen ], for your question to how much -- what the engagement, like, it's extensive. From the day that we do the result I go with 4 or 5 members of the team. It's very important to me, as you can see today here, that we've got members of the team engaging with shareholders. And we really spend most of the next 4 or 5 days primarily in Sydney and Melbourne, also but -- in Brisbane, just doing 8, 9, 10 hours a day of one-on-one meetings with investors and each lasts an hour. And you can imagine, at a pretty high level of detail, and these meetings tend to go for the full hour. Funnily enough, and I was just recalling this to a former Director of CBA yesterday. Many of the people that I get the pleasure of spending time with after results are exactly the same people I used to speak to CBA's results about there are a lot of long terms in the market. They understand business well. They subject us to a high degree of scrutiny and we enjoy that. We tend to do less overseas at SEEK with our external -- with institutional shareholders overseas, and that's a topic Dan McKenna is here, Head of Investor Relations; Kendra, CFO; and I will keep talking about. Lastly, it's a really good question about retail shareholders. There have been different forums in the past that, particularly, in CBA's case, where 60% of the register was retail. As you know, we tended to engage through some of the big brokering houses for retail audiences. And I know at SEEK, we would certainly be open to any suggestions as to forums in which we could speak to retail investors or ask or respond to questions post results. And if there's more that people felt we could do on that, we would always be open to the suggestions.

Thanks, Ian. Dan, do you have any further questions?

No further questions.

Thanks very much. So now we'll move to the formal meeting agenda. Fellow shareholders, the notice of meeting has been circulated and I'll take it as read. There are 6 items of business listed in the notice of meeting. Items 2 to 6 require a vote. We'll now move to the first item of business, which is the consideration of the financial statements and reports. Six financial statements for the year ended 30th of June 2024, the director's report and the auditor's report were included in the 2024 Annual Report, which is available on the SEEK website. This item of business is not subject to a vote. However, shareholders may ask further questions or make comments in relation to the financial statements and reports. Shareholders may also ask questions of the company's external auditor on matters relating to the conduct of the audit and the auditor's report. Are there any further questions on this item? Turning to online. Dan, do you have any questions?

Chairman, I have a question from a shareholder, Mr. [ Stephen Mayne ]. "PwC has been our external auditor since the 2005 float. How many times have we fully tendered the audit over the past 20 years? And when are we next planning to run a full competitive tender?"

Thanks very much for the question. In fact, the Board has resolved today that we will be conducting a tender for the auditor in the next year. And that is something that we'll report to the Board -- report to shareholders on the outcomes of that at the appropriate time. Do you have any further questions, Dan?

Chairman, there are no further questions.

Moving now to item 2 on the notice of meeting is a resolution for the consideration and adoption of the remuneration report for the year ended 30 June 2024. The remuneration report is set out in SEEK's 2024 annual report and provides disclosure of director and executive remuneration. In my address earlier, I made comments about remuneration, which I will not repeat at this point. The vote in relation to this item is of an advisory nature only and does not bind the company. However, the outcome of the vote and the discussion on this item will be taken into consideration in determining future remuneration policy. The proxies for this resolution are now displayed on the screen. And I'll move to any questions from the room. Are there any questions on this item of business? Please.

All right. As the Chairman knows, this has been a subject of discussion for a number of years between the ASA and SEEK. And we're very grateful to see that you've actually moved towards what we consider to be a more normal form of remuneration report. The only thing that I -- and so the wealth sharing plan, having a shareholder test that shareholder hurdle basically aligns effectively the outcome of long-term variable pay, at least with the shareholder outcomes, so we see that as a great move forward. Our difficulty remains with the short-term element, which is effectively a performance right that's just held in -- effectively in escrow for 1 year with no hurdle. And most large ASX companies actually have both. They issue equity to their senior executives and cash [ offer ], which is held often for a year in a form of escrow, but they have a hurdle. So that, effectively, it's not again. So we would say there's still some improvement in the equity portion of -- and I'm interested in your comments, Mr. Chair.

Thanks very much again, Mr. [ Robey ]. I think as we've discussed previously, our executive equity plan is a core feature of our remuneration, which has been in place since 2012. And at the time, it replaced a more traditional cash STI. When I look today at what I see around the market, the quantum of our equity award is around 50% of fixed pay, whereas often, STIs range in and around 100, so we believe that it's quite reasonable in the context. And also from a management perspective and a Board perspective, the issue that we continue to have with STIs is that you end up in a debate backwards and forwards with management about setting what are the right hurdles to be measured from that perspective. And we believe that we want to get equity in the hands of our executives. We want them to have the same experience as shareholders and help them drive outcomes overall. So, at this point in time, it's certainly a core part of our plan, which we intend to keep. But thank you for your interest. Dan. Are there any questions online?

Chairman, I have a question from shareholder, Mr. [ Stephen Mayne ]. "Did any of the 5 main proxy advisers in the Australian market, ACSI, ASA, Ownership Matters, Glass Lewis and ISS, recommend a vote against any of today's resolutions, including this remuneration report item? If so, what reasons did they give? And did it cause any material protest votes? Also, please disclose the proxies to the ASX with the formals ahead of next year's AGM, so we can have a more fully informed debate. Given that more than 98% of voted stock is done by proxy 48 hours before the AGM, the meeting itself is essentially an election outcome announcement event. But if you don't disclose the outcome in a timely manner, we finish up debating in the dark and having to ask questions like this one."

Thank you very much, Mr. [ Mayne ] for your question. I'm going to plead ignorance in relation to ASA because I haven't actually seen the proxy report that they recommended to their members. However, in relation to all the other proxy reports, they were all in favor of all resolutions, except one who recommended voting against the executive equity plan that we've just discussed. We continue to discuss that plan with them, but they choose to not recommend in favor of it. And from a proxy perspective, I think from -- at this point in time, we'll take that on notice. I do believe that we were improving the quality of the debate by showing the proxies before we have the discussion. We did move to do that a couple of years ago. But we'll take, on Board, your suggestion. Do you have any further questions, Dan?

Chairman, there are no further questions.

Right. Thank you very much. Item 3 of the notice of meeting concerns the election and reelection of directors. The first of these resolutions relates to the election of Rachael Powell as a Director. Rachael was appointed to the Board as an Independent Non-Executive Director in February this year, and in accordance with our constitution, ceases to hold office at this AGM and is eligible to stand for election. Rachael is a member of the Audit and Risk Management Committee. Full details of Rachael's experience and qualifications are included in the explanatory notes to the notice of meeting. The Board considers Rachael to be independent. The directors other than Rachael recommend that you vote in favor of her election. I now invite Rachael to address the meeting.

Thank you, Graham, and good afternoon, everyone. My name is Rachael Powell. Thank you for the opportunity to present to you all today. I was appointed to SEEK Board in February 2024, and I am also a member of the Audit and Risk Management Committee where we are ensuring that we continue to uphold the highest standards of governance and accountability. By way of background, I'm an experienced senior executive with over 25 years of experience spanning technology, financial services and recruitment in various leadership roles. My career includes serving as the Chief Customer Officer and Chief People Officer at Xero and now as CEO of Magentus. This ensures I bring a depth of relevant knowledge and experience from working in purpose-driven customer-focused organizations that have delivered results for all stakeholders over time. As the SEEK business navigates its ambitious future with purpose and alignment to its values, I believe that my skills and experience will be put to good use through the Board and the executive team by contributing to the strategy and oversight of resource allocation, performance management, compliance and risk whilst ensuring accountability to all shareholders. I believe in thinking and acting with a long-term vision. Each decision we make today should, not only serve the needs of our employees, customers and community, but also create lasting benefits for the broader world. This mindset guides everything that I do, creating sustainable value for the future for all stakeholders. In terms of qualifications, I'm a graduate of the AICD and the Stanford Executive Program. I've completed my MBA from the University of New South Wales. My MAS is in Applied Positive Psychology from the University of Melbourne and my Bachelor of Business from Swinburne University of Technology. I'm fully committed to our shared purpose and energized by the opportunity to help SEEK achieve even greater success. As we look to the future, I ask for your support in continuing my journey as a Director on the SEEK Board as we work to create lasting value for all of its stakeholders. I would like to extend my thanks to Graham and Ian and my fellow Board members for your warm welcome and support over the past year. It has been an enriching experience, and I am eager to continue contributing to the collective success of SEEK in the years to come. Thank you.

Thank you very much, Rachael. The proxies for this resolution are now displayed on the screen. And we'll now move to questions from the room. Are there any questions on this item of business? We'll turn to online questions. Dan, do you have any questions?

Chairman, there is 1 question. "Great speech, Rachael. Are you available to be Chair?" And that's from a shareholder, Mr. [ Stephen Mayne ].

Thanks for the question, Stephen. We'll -- I don't think it will be appropriate to answer that. We now turn to the next item 3B, which is the reelection of myself. And given that it is my own reelection, I'm going to hand over the Chair of the meeting to my fellow Director, Michael Wachtel.

Thank you, Graham. Graham is retiring from office by rotation and is eligible to stand for reelection in accordance with our constitution. Graham was appointed as a Non-Executive Director of SEEK in October 2012. He's currently the Chairman of the Board and the Nomination Committee, and a member of the Audit and Risk Management Committee and the Rem Committee. Full details of Graham's experience and qualifications are included in the notes to the notice of meeting. The Board considers Graham to be independent. The directors other than Graham recommend that you vote favor of his reelection. I now invite Graham to address the meeting.

Thank you very much, Michael and fellow shareholders. I'm certainly pleased to have the opportunity to speak to you today and to stand for reelection to the Board. As you are aware, SEEK is an iconic and successful company with a meaningful purpose, as I mentioned earlier, of helping individuals live more fulfilling and productive working lives and helping organizations succeed. We continue to be guided by this purpose, which, along with the nature of our business, puts us in a unique position to have a positive impact on our customers, employees and communities across both ANZ and Asia. Following the restructure of SEEK through the separation of the Growth Fund in 2021, we have taken deliberate action to establish strong foundations to create long-term benefit for our shareholders. Our management team, led by Ian and Lisa Tobin, seamlessly delivered and now operate a unified technology platform across SEEK. We divested our noncore LatAm assets and have restructured the business. Because of our focus on leadership development and succession, we've been able to reshape our executive leadership team with internal appointments to reflect this restructured business. I strongly believe that with these foundations in place, if we operate well and execute our strategy in a disciplined manner, our shareholders will see long-term growth and returns and our other stakeholders will also benefit. I remain honored to Chair SEEK and with your support, I believe I can continue to make positive contribution to the Board. However, given my tenure on the Board, if shareholders choose to support my reelection, I have indicated that I don't intend to complete this next 3-year term. As we announced in our Notice of Meeting, the Board has commenced a Chair succession process. I thank you for this opportunity to make some comments and would appreciate your support for my reelection as a member of your Board. Thank you.

Thanks, Graham. The proxies for this resolution are now displayed on the screen. We will now move to questions from the room. Are there any questions on this item? Doesn't appear so. Dan, are there any questions online?

Yes, there is 1 question from shareholder, Mr. [ Stephen Mayne ]. "In terms of Chair succession, which recruitment firm do I need to approach to offer my services as an external candidate? Or is there a SEEK ad you can point me to? In all seriousness, which external recruitment firm, if any, is running the process? And have we resolved to only search internally? Or are we casting the net far and wide. In my view, the best Chair successions are internal, but that relies on incumbent chairs, allowing talented, challenging and ambitious potential successors into the tent in the preceding years. Does Graham believe he has done that?"

Stephen, first of all, thank you for the touch of levity. We always appreciate that. Let me say that in terms of the process on succession, we've certainly started that, as you would expect with the SEEK Board, even at this stage, it's been pretty rigorous. What I would say is that we have considerable bench strength in terms of a potential internal successor. But at this stage, we aren't far enough down the process to say more than that. Dan, are there any other questions online?

There are no further questions.

I'll hand the Chair then back to Graham. Thank you very much.

Thank you very much, Michael. The next resolution relates to the reelection of Michael as a Director. Michael was appointed to the Board as a Non-Executive Director in September 2018. He is retiring from office by rotation and is eligible to stand for reelection in accordance with our constitution. Michael is Chairman of the Audit and Risk Management Committee and a member of the Nomination Committee. Full details of his experience and qualifications are included in the explanatory notes to the notice of meeting. The Board considers Michael to be independent and the directors other than Michael recommend that you vote in favor of his reelection. I now invite Michael to address the meeting.

Thank you, Graham. And thank you to my Board colleagues and fellow shareholders. I'm very pleased to be standing today and I'm a proud member of the Board of SEEK. I've witnessed SEEK's foundations strengthened over the last few years including through the unification of our employment platform, the sale of our LatAm assets and improvements in our control environment. However, SEEK remains a dynamic company and has retained its unique culture. In regard to my other roles, I am also the Deputy Chairman of Pact, The Pact Group, I Chair the Audit and Risk Committee. I also Chair the Order and Risk Committee on the other boards. I'm on, like the Future Fund and also on the Board of St Vincent's Medical Research Institute. Through my future fund role, I continue to have a very deep involvement in global markets, geopolitical and monetary trends. I found this very helpful in the context of SEEK's international business, and in considering the macro impacts on SEEK's strategy and operations. The Board, through the Audit and Risk Management Committee, monitors financial and nonfinancial risk, and is focused on continual improvements in our control environment. This includes closely monitoring our cybersecurity environment, AI governance and our ESG risks and opportunities. Our ESG focus is very much on where we have the most social impact, including in fair hiring, modern slavery and community programs. I remain excited about SEEK's future and the opportunities that lie ahead. I look forward to being part of the next stage of SEEK's journey and believe I can continue to contribute effectively to our success. Thank you for the opportunity to speak to you today, and I'd be very grateful for your support. Thank you, Graham.

Thanks very much, Michael. The proxies for this resolution are now displayed on the screen.

And I'll now move to any questions from the room in relation to this item of business. We'll now turn to any -- sorry. Please.

[indiscernible]

Happy for you to address it, if you'd like.

The question, for the online listeners, was to provide a bit more information around modern slavery. As our primary business model is the employment marketplace, there is a risk that if bad actors use our platform to advertise jobs, which results in employees being subject to inappropriate employment conditions, that would constitute modern slavery. We also have Australian modern slavery legislation, and it's an area where, in terms of both fair hiring and anything where an employee might not be treated the way they ought to be treated both legally and socially, we regard as part of our responsibility as a good actor to ensure that doesn't occur. And where we've had instances in the past where we felt that could occur, we've ensured we've invested considerable time and money to do further research and diligence on our employment platform to ensure that doesn't happen again. Does that satisfy you in terms of the response?

Just 1 section. So that means that SEEK has an unit, which goes to Southeast Asia or everywhere else it happens where you decide whether who's not doing fair work practices?

Yes.

So if you pay people like consultants, you pay people that go to the villages, you do all that?

We do it in-house, but we do it in a way where we literally -- I can't give you the numbers off the top, but we literally remove a number of ads by certain hirers on the basis of the diligence we do, that we don't accept that those hirers meet our expectation in terms of the security of -- for those employees.

One question. How expensive is that?

In the context of a business of our size, it's relatively expensive. But a business like SEEK, our responsibility is very much -- it's a social responsibility. And the last thing we can afford, in terms of our brand and reputation, is to be seen to be in any way, a conduit for people who don't act properly in terms of employees. So the amount of money we spend, I would say, is commensurate with the potential risk involved but we have no pause around the money we spend in this context.

Thanks. Yes, sir.

I'd like to -- yes, okay. My name is [ Henrik Cave ] and I'm from Frankston. I'd like to ask, what did -- how do you have the employees who float the antidiscrimination laws? I can give you an example of 1 employer this year, [ CraigCare ], who broke the law. I happily applied for a vacancy, having interview booked and the person who was handling the vacancy leaves and he cancels the interview before it took place. What have you done to stop this behavior by employers?

Thank you very much, Mr. Cave, for your question. Once an employer advertisers on our website, as Michael indicated, we do review through a technology, all of the ads. But ultimately, if there is engagement, if you go to the employer and they act inappropriately, then that's something that you should report to the authorities. I'm happy for one of the team members to speak to you after the meeting, and see if there's anything that we can do.

Yes, because if I may just say, under the antidiscrimination laws, employers must proceed with the interviews once they're arranged. If they do not proceed once it's been arranged and the company interview won't take place is actually contrary to the legislation. So please make sure you police them a bit better.

I understand that. Thank you, Mr. Cave. Dan, do you have any questions online?

Chairman, there are no questions.

Right. Thank you very much. So now we'll move to the next item of business, which is resolution 3(d), which is the reelection of Andrew Bassat. Andrew was appointed to the Board as a Non-Executive Director in July 2021. He is retiring from office by rotation and is eligible to stand for reelection in accordance with our constitution. Full details of Andrew's experience and qualifications are included in the explanatory notes of the notice of meeting. Andrew is considered to be a Non-Independent Director based on the criteria set out in SEEK's Director Independence Guidelines. The directors, other than Andrew, recommend that you vote in favor of his reelection, and it gives me pleasure to invite Andrew to address the meeting. Andrew?

Thanks, Graham, and thanks, everyone. I'm happy to present myself to be a Director for a further term. I definitely am an option, not a necessity. Now I've done a lot of things not so well, bumping [ off ] both successions, so Ian's a fine CEO. You've got a good executive team around you, a leadership team in general. And the deal, I had been there, and basically, as while I could be useful, I'm happy to continue to do so, and that's at his decision. So I think at times, I've got some organizational history. I've got some insights into how we've done things, also understanding the business that hopefully could be useful from time to time. And I enjoy being on the Board, I remain a major shareholder. I continue to believe in the company, it represents -- still represents a majority of my wealth, which according to some shareholders, a terrible thing for reasons I haven't quite understood. But the success of SEEK's very important to me because I love the place also. And so to the extent that shareholders want me to, I'd be delighted to have another term.

Thank you, Andrew. The proxies for this resolution are now displayed on the screen, and we'll now move to questions from the room. Are there any questions in relation to Andrew's reelection? No? So now we'll turn to online questions. Dan, do you have any online questions?

Chairman, I have a question from shareholder, Mr. [ Stephen Mayne ]. "When Co-Founder, Andrew Bassat was last up for election as a Non-Executive Director. In 2021, I asked him if selling 50% of IDP at $2.65 a share in the 2015 float was his biggest regret. IDP shares have subsequently fallen from $39.60 to $13.56 over the past 3 years. So the opportunity cost pain is substantially reduced. Three years ago, Andrew said that IDP sale was one -- only one of his biggest 3 regrets. Can he at least share with investors 1 of his 2 other biggest regrets? Plus also opine on what he regards as the 2 best decisions SEEK made over the 20-year journey as a public company."

You've got a good organization, Mr. [ Stephen ], so thank you very much. Yes, look, I'd have to pick from -- I care about those things. I look back a lot. I have to pick from quite a few -- IDP doesn't make look quite as bad as it did, but that remains a regret. We probably could have made some moves earlier, particularly around Indeed, when we have half a chance. I've been public about that we didn't do is one that would have been quite -- made quite a sizable difference to the business. And then we've got a bunch of other things wrong, but too hard to pick from those. But we also got a few things out of the way, but thanks for the question, Stephen.

Thank you. Dan, do you have any further questions?

Chairman, there are no further questions.

All right. Thank you very much. So we'll now move to resolution 4, which is the grant of the equity right to the Managing Director and CEO. The notice of meeting sets out shareholder approval that is requested in accordance with Listing Rule 10.14 for the grant of 1 equity right to the Managing Director and Chief Executive, Ian Narev. The proxies for this resolution are now displayed on the screen. The basis for calculation and the terms of the equity rights are set out in the explanatory notes to the meeting, and the explanatory notes also outlined Ian's remuneration package for 2025. The directors other than Ian recommend that you vote in favor of this resolution. Are there any questions from the room in relation to this resolution? Dan, do we have any questions online?

Chairman, there are no questions.

Thank you. Moving to resolution 5. Resolution 5 of the notice of meeting seeks shareholder approval in accordance with Listing Rule 10.14 for the grant of 216,547 wealth sharing plan options and 86,619 wealth sharing plan rights to our Managing Director and CEO, Ian Narev. The proxies for this resolution are now displayed on the screen. The terms of these wealth sharing plan options and rights are as set out in the explanatory notes to the notice of meeting. The directors other than Ian recommend that you vote in favor of this resolution. I'm happy to take any questions from the floor of the room in relation to this resolution. No questions. Dan, do you have any online questions?

Chairman, there are no questions.

All right. Thanks very much, Dan. And moving to the final item of business. Resolution 6 of the notice of meeting concerns a leaving benefits approval. Shareholder approval was previously obtained at the 2021 AGM, and it expires at the end of this AGM, and shareholders are being asked to provide approval for a further 3-year period. The proxies for this resolution are now displayed on the screen. The law in Australia restricts the leaving benefits that can be provided without shareholder approval to individuals who hold or have held, in the last 3 years, a managerial or executive office when they cease employment with SEEK. The approval gives the Board discretion to determine the leaving arrangements for a relevant executive within the parameters of the approval and applicable law. The types of leaving benefits for which approval is being sought are set out in the explanatory notes to the notice of meeting. Shareholders are being requested to provide approval for 3 years, expiring at the conclusion of the 2027 AGM. The directors recommend that you vote in favor of this resolution, and we'll now move to any questions from the room. No? Dan, are there any questions online in relation to this?

Chairman, there are no questions.

Thank you very much, Dan. Well, ladies and gentlemen, that concludes the formal items on the agenda. The poll will close shortly after the conclusion of the meeting. Shareholders will have a couple of minutes now to finalize their voting. Please place your voting card in a ballot box as you leave the room. The results of the poll will be announced to the ASX and published on our website after the votes have been counted and checked. Thank you for your continued support of SEEK and for your attendance at the meeting today. I now formally close this Annual General Meeting and invite those here in person to join the directors and management team for light refreshments outside. Thank you very much.