SGH Limited (SGH) Earnings Call Transcript & Summary

November 16, 2023

Australian Securities Exchange AU Industrials Trading Companies and Distributors shareholder_meeting 43 min

Earnings Call Speaker Segments

Terry Davis

executive
#1

Good morning, all, and welcome to the 2023 Annual General Meeting for the Seven Group Holdings. My name is Terry Davis. I'm Chairman of the group. I'd like to acknowledge the Gadigal people and pay my respects to their Elders. There is a quorum present, and I'm pleased to declare this meeting open. I'll begin by introducing the members of the Board other than myself and Ryan. On the stage, we are joined by Annabelle Chaplain, by Chris MacKay, David McEvoy, Kate Farrar, Rachel Argaman, Richard Uechtritz, and Warwick Smith. Also joining us is Warren Coatsworth, our Company Secretary; and representatives from our auditors, Deloitte. We have a Board of exceptional capability and diverse professional experience, which is essential for guiding the strategy at a diversified operating business like SGH. So I'd like to take this opportunity to thank my Board colleagues for their support, their guidance and commitment through what has been a very busy year for the group. Now since the last AGM, Seven Group has grown our market capitalization for the first time to over $10 billion, leading to our formal inclusion in the S&P ASX 100 in April of this year. Though we are a diversified company, our business model that delivered this significant value creation is inherently simple and hopefully understandable. We invest in the thematics where we see demand tailwinds like mining production, infrastructure and construction and transitional energy. From there, we focus that investment on businesses with market-leading positions and privileged assets that give them a sustainable and competitive advantage. This strategy has generated a strong group of companies that, when combined with our disciplined capital allocation model, has delivered consistent growth and outperformance for our shareholders. Our capital allocation framework is made up of 6 foundational pillars. The first pillar is owner's mindset. This promotes the idea that capital should be allocated with the same level of responsibility as if it belonged to the decision maker themselves. This supports a sense of stewardship and respect for equity, encouraging the efficient use of resources. The second pillar is strategic alignment. We allocate incremental capital towards our 3 key demand thematics and our core competencies in industrial services. This supports growth and cyclical resilience while leveraging our experience to deliver operational excellence. The third pillar is risk management. We understand the importance of taking calculated risk on positions and managing them to deliver the best possible outcome. Our goal is to strike a balance that allows for growth while maintaining financial stability. So the fourth pillar focuses upon long-term value creation. We allocate capital to position the group for long-term sustainable growth. This is particularly important in the context of identifying and investing in underperforming businesses where short-term earnings can be impacted in the pursuit of long-term value creation. The fifth pillar is agility. We maintain financial flexibility to ensure we can adapt to evolving market conditions and capture opportunities. This flexibility has developed through the years of prudent balance sheet management complemented by a highly cash generative industrial services businesses. The final pillar is financial discipline. All our investments are subject to rigorous financial testing to ensure they exceed our investment hurdles. We prioritize return on capital employed to assess the performance of both new and existing investments. And this process guides our incremental capital allocation. We also emphasize the importance of WACC optimization, including the use of appropriate leverage to enhance the return on equity. The effectiveness of the group's capital allocation model is clearly demonstrated by our 30 years of stable and growing dividends and our significant performance of -- outperformance of the market. Over the past 1, 3 and 10 years, our total shareholder return has exceeded the ASX 100 by 750%, 105% and 320%, respectively. While the bulk of this value creation system stems from sustained earnings growth in our core plus industrial businesses, it has also been supported by our efforts to make the group more investable. This has seen our free float and liquidity improve significantly and the bulk of short positioning unwind. Importantly, we are also seeing increasing investor support of the SGH model earned through repeated delivery of strong results. This acceptance has led to a narrowing of the PE valuation gap between SGH and the ASX industrials sector. And so whilst this progress is pleasing, our share price of $29 still, in our opinion, doesn't reflect the quality of our businesses and earnings track record. Our PE valuation remains more than 30% below the sector average, implying that there is much further upside to unlock. And we will continue to work to realize this value for our shareholders. With that, I'll now hand over to Ryan Stokes, Managing Director and CEO. Thank you.

Ryan Stokes

executive
#2

Thank you, Terry. I'd like to extend my welcome to shareholders. SGH has developed a track record of delivering strong results and shareholder value. Since FY '16, the group has achieved a 22% compound annual earnings growth rate and over 400% total shareholder return. Our FY '23 result continued that strength, led by the 33% earnings growth in our Industrial Services segment. Driven by strong customer demand and our disciplined execution, the group delivered FY '23 revenue of $9.6 billion and EBIT of $1.2 billion, both up 22% on the prior year. Our operating cash flow of $1.6 billion was up 55% and highlights the highly cash generative nature of our businesses. It is that cash generative nature that gives us the confidence to be able to add leverage to the company when appropriate given our ability to pay it down quickly through operating cash flows. This was demonstrated in FY '23 with our deleveraging from over 2.8x to under 2.3x net debt to EBITDA in less than 12 months, below our group target of 2.5x. The group's ongoing outperformance is underpinned by our operating model and supported by our purpose, objective and values. Our purpose is to recognize and serve exceptional businesses. The objective for SGH is to maximize returns to stakeholders through long-term sustainable value creation. These are supported by the 4 key SGH values: respect, owner's mindset, courage and agility. Among these values, the owner's mindset is seminal to the group. It reinforces accountability and commitment to execution. The mindset is deeply ingrained into the operating model of SGH, our businesses and our disciplined approach to operational execution and capital allocation. There are 4 core characteristics of the SGH operating model that support the group's performance and continuing delivery of strong results. The owner's mindset underpin the first characteristics of the model, which is our execution and growth focus. It emphasizes disciplined execution with a focus on delivery over process and bureaucracy. It also promotes a long-term investment horizon necessary to achieve superior sustainable growth. The second core characteristic is our frontline-focused organization. We push decision-making towards a frontline where possible and avoid top-heavy structures. We promote a lean, empowered workforce led by capable and accountable management teams. The third is maintaining clear operational delineation between the group and businesses. This ensures each business is fully responsible and accountable to deliver strategic and financial outcomes. We accomplish this through maintaining a separate, fully functioning Board for each business and avoid shared service structures. We're focused on ensuring we have the best leadership, empower them and then hold them to account to deliver the performance potential. We benchmark results against peers and focus on outperformance. We believe that a business should perform better under our ownership than on its own. Otherwise, we shouldn't own it. The fourth characteristic is the scalability of our model. The owner's mindset driven execution and accountability, frontline-focused workforce and clear delineation between group and BUs combine to make the model inherently scalable. The acquisition and performance turnaround at Boral without any increase in corporate resource is a clear example of this characteristic in action. At the business unit level, WesTrac grew revenue by 24% and EBIT by 18%, underpinned by an uplift of more than 20% in both new machine and product support sales. The earnings growth, coupled with 117% cash conversion, saw WesTrac deliver $682 million operating cash flow for the year. Coates grew revenue by 13% on pricing traction and demand growth in all regions. The continued focus on asset utilization and network optimization saw EBIT margin lift by 188 basis points, ultimately delivering 22% EBIT growth. At Boral, 17% higher revenue and 309 basis points of margin expansion delivered EBIT growth of 117%. The significant growth was driven by improved volumes and pricing across all products, internal optimization and cost-out initiatives. The result highlights the progress Boral has made along its performance journey. These 3 businesses form our core Industrial Service segment, which delivered a combined EBIT of $1.1 billion, up 33% year-on-year. We believe we have the best quality industrial businesses in Australia. The group's equity accounted investments at Beach and Seven West Media were down on lower production and softer advertising market, respectively. The success of the operating model is also reflected in the significant improvements in our safety metrics in FY '23. Lost time and total recordable injury frequency rates were down by 27% and 42%, respectively. Boral achieved a large reduction in injuries, highlighting their increasingly engaged workforce and more disciplined operating environment. The group also made material progress towards our sustainability goals over the year. Boral outlined ambitions to reduce absolute scope 1 and scope 2 emissions by 12% to 24% by FY '25. Working towards those goals, Berrima chlorine bypass is nearing commissioning, which will allow for an increase in alternative fuel usage. As a group, we are also focused on helping our customers achieve their own sustainability ambitions. WesTrac is a great example. Increasing uptake of CAT's autonomous haulage system is driving efficiency gains of up to 30%, which, in turn, is bringing down customer emissions. CAT is also partnering with some of WesTrac's biggest customers in Rio, BHP and Newmont to develop 0 emission mining fleets. Now looking at each business. WesTrac delivered an outstanding result in FY '23, supported by increasing customer activity across resources and construction sectors. The $500 million EBIT result was driven by higher machine sales and product support, along with the hard work and dedication of our people to support customers. WesTrac also delivered very strong cash flow that supported the group, with EBITDA cash conversion of 117%. The momentum for WesTrac has continued with a very strong start to FY '24, increasing demand for support services, driving higher parts volumes. The growing demand reflects customer activity in our core mining exposures with the first quarter FY '24 Australian iron ore and New South Wales thermal coal exports lifting 3% and 16%, respectively. It also highlights the increasing service intensity requirements of the aging installed mining base. We expect this thematic to persist through this decade as our customers efficiently work their existing gear longer using more sophisticated maintenance processes. WesTrac's commitment -- or committed order book and sales pipeline also remains very strong, supporting the capital sales outlook. Over the last 9 years, WesTrac has delivered a 10.5% EBIT CAGR, and FY '23 was well above this growth rate. For FY '24, the positive demand thematics and strong start of the year support continued outperformance of that 10.5% 9-year EBIT CAGR. We are focused on supporting our customer activity in FY '24 and how we can build upon last year's performance with increasing operating leverage. Coates continues to benefit from strong infrastructure and construction activity, with total Australian construction work up 9% in FY '23. The latest New South Wales budget signals that this activity is set to continue, outlining a 14% increase in infrastructure spending over the next 4 years, FY '24 to '28, compared to the prior 4. Coates is well positioned to capture this activity as the largest rental services company with 25% share of the market. The size and breadth of fleet, coupled with a track record of customer service, positions Coates as a leading trusted equipment solution partner for the Tier 1 infrastructure and large construction market customers. Coates is looking to capitalize on customer activity and continue its efforts towards increasing operating leverage through fleet utilization, price and the scale position in the market. The continued rollout of the hub-and-spoke branch model to metro areas has contributed to increasing branch productivity. The focus on fleet effectiveness and serving customer requirements contributed to the 200 basis point increase in asset utilization to 61.6% in FY '16. We are focused on pricing discipline, improving R&M efficiency, increasing fleet availability to drive operating leverage. These initiatives provide Coates a strong platform for growth in FY '24. Boral made meaningful progress on the performance journey in FY '23. When we initially invested in Boral, we saw the potential to restore its Australian construction materials business back to the historic status as a high-performing market leader. These results demonstrate we are on track with that objective. The strong FY '23 result was pleasing, led by pricing discipline, market growth and operating leverage. This combined to deliver EBIT margin growth and a more than doubling of EBIT. Boral's had a strong start to FY '24 with its increasing operating discipline supporting first quarter pricing traction. The recently announced guidance upgrade of FY '24 EBIT to be $300 million to $330 million should see the business tracking closer toward the double-digit EBIT margin potential. The focus this year remains to drive further operating leverage through the business. As part of this process, we will continue to optimize the cost structure through rationalizing corporate and SG&A costs where appropriate. The substantial growth delivered in FY '23 has seen market sentiment towards Boral improve, and the associated share price appreciation has been encouraging. This market confidence echoes our own long-term view on Boral. However, its forward PE multiple of over 26x in August did not appear to us to be pricing in the short to medium-term execution or market risk. SGH's disciplined approach to capital management led us to recognize some of this value premium, offering a 3% stake to the market on August 30. Our 1% stake was successfully sold at $4.90 per share, representing a 69% increase on our last purchase price of $2.90 in October 2022. While Seven Group's stake in Boral may vary over time, we remain -- we retain control and continue to consolidate Boral's earnings. Boral's strong recent results provides us the confidence in the ability to deliver the performance journey. Beach Energy's ongoing significant organizational change. Bruce Clement has been appointed as Interim CEO, and I have stepped in, in the role as Interim Chairman. Brett Woods will commence in the CEO role in February 2024 and brings extensive operational experience to guide Beach through a period of critical project delivery. Beach is well positioned to ramp up production of gas in the East and West Coast markets, which are expected to experience shortages in mid and late this decade, respectively. We see this positive demand thematic continuing as gas plays an increasingly important role in firming variable renewable generation. This is critical to support energy transition. In FY '24, Beach is focused on the execution and timely delivery of Waitsia and well connections in the Otway basin. These projects are expected to generate a step change in earnings of Beach and will act as a strong foundation for future growth and capital management. At our wholly owned SGH Energy, construction on the Crux backfill LNG project continues with its first cargoes expected in calendar year 2027. At Seven West, the company remains the largest and #1 total TV network in Australia. Seven delivered a record 42% revenue share in the first quarter. To address the slower advertising market, the company has identified $60 million in cost-out initiative to FY 2025 and are targeting to deliver $25 million of these in FY '24. The recently announced stake in ARN Media provides Seven West a meaningful position in Australia's leading radio company. Our strategic thematic exposures of mining production and infrastructure and construction and transitional energy support long-term outlook -- a strong long-term outlook for the group. This is important context for shareholders to understand the external market drivers that give -- that the group is orientated toward and where we're looking to deploy incremental capital. Based on FY '23 EBIT, circa 40% of the group is exposed to mining production thematic through WesTrac. Importantly, that exposure is to the volume of earth moved, not cyclical commodity prices. The production outlook for the -- our core commodity exposure like iron ore and coal is positive. It is expected to remain that way through this decade. There is also a widely anticipated expectation of expansion in lithium and other battery mineral production where WesTrac is well positioned. Circa 45% of the group's FY '23 earnings were exposed to infrastructure and construction activity through Coates and Boral. The outlook for investment in this thematic is robust with traditional infrastructure spending of $1.2 trillion forecast by Infrastructure Australia over the next 5 years. Investment in infrastructure that enhances productivity ultimately serves to reduce inflationary pressures. There is also further opportunity from required renewable energy infrastructure investment and the essential ramp-up in housing construction. Circa 10% of the group's earnings were exposed to transitional energy thematic through Beach and SGH Energy. Both businesses have gas assets positioned to deliver into tightening domestic and international LNG market as demand for gas to firm up renewable generation increases. Allocation of capital into these 3 economic thematic exposures has supported our growth and delivered delivery of strong results. It also gives us confidence in the long-term positive tailwind drivers and outlook for the group. Turning to our FY '24 result and our guidance upgrade. It's been a very pleasing start to FY '24. Customer activity across mining production and infrastructure and construction has delivered a strong first quarter for our Industrial Services segment of WesTrac, Coates and Boral. The segment performance has been driven by increasing demand for support activity across mining production, a strong committed order book and continued strength in infrastructure and construction. We are also working to improve operating leverage and profit margins across Industrial Services. At the release of our FY '23 results, we guided to a high single to low double-digit EBIT growth for Industrial Services. The strong first quarter result from these businesses supports upgrading the segment guidance to low to mid-teen EBIT growth in FY '24. The group's year-to-date outperformance reflects robust customer demand and disciplined execution across our businesses. It also supports increasing our group level guidance from high single-digit EBIT growth to high single to low teen EBIT growth in FY '24. Our strategic sector exposures, market-leading businesses and operating model focused on disciplined execution and capital management provide a strong platform for us to deliver this growth in FY '24 and beyond. I'd like to conclude by thanking the Board and the SGH team, business leadership teams and the 15,000 employees that make up the broader organization. Your work and commitment to the group enabled our record FY '23 result and strong start to FY '24. I'd also like to thank you, our shareholders, for your continued support of the group. Thank you.

Terry Davis

executive
#3

Thank you, Ryan, and congratulations for delivering an outstanding set of results in 2023. We will now attend to the business of today's meeting. The notice convening the meeting has been in your hands for some time, so I'll take the notice as read unless there is an objection. If, as a holder of ordinary shares or a proxy or authorized representative, you'd like to ask any questions or address the meeting, I'll take questions during the course of the meeting, which relate to the resolution being put. Questions relating to general business will be taken at the end of the meeting. I ask that you direct all questions to me, and please wait for a microphone before you speak. Show the red or yellow card you were given when you registered and give your name, please. Before each resolution is put to the meeting, we will display on the screen the count of proxies as directed on the proxy form. As Chairman, I propose to cast all available and undirected proxies in favor of each resolution. As you will see from the screen displays, a significant number of our shareholders vote by proxy. Accordingly, in my capacity as Chairman and in accordance with the constitution, I demand that a poll be taken on items through 2 to 5. These items will be put to a poll at the end of the meeting. So the first item of business is to lay before the meeting the financial statements and the reports of the directors and auditors for the year ending 30th of June 2023. Whilst there is no requirement for a formal resolution on this item, so this item is excluded from the proxy form and will not be voted on. Are there any questions on the annual accounts for the year under review? No questions? Are there any questions for the company's auditors of the company financial statements for the year ended 30th of June 2023? Again, I'd ask that you direct questions through me. And being no questions, thank you. The next 2 items of business relate to the reelection of directors. No nominations were received from other persons. The first director offering himself for reelection is Chris MacKay, who retires by rotation and being eligible, offers himself for a reelection as a director of the company. Mr. MacKay has a track record in building shareholder value as a senior corporate executive, a business founder and leader and company director. He is a former investment banker and corporate and banking lawyer with broad experience in the financial and corporate sectors over many years. He has deep knowledge of business management, capital allocation, risk management and investment. He brings this mindset and expertise to his role on the Board and its committee. And he is a member of the Audit and Risk Committee and a member of the Independent and Related Party Committee. Are there any questions on this matter? The proxy lodged for this resolution appear on screen. As there are no further questions, the poll will be taken on this resolution at the end of the meeting. The second director -- sorry, is that a question?

Unknown Shareholder

shareholder
#4

[indiscernible]

Terry Davis

executive
#5

On which issue, on the appointment of Chris or...

Unknown Shareholder

shareholder
#6

[indiscernible]

Terry Davis

executive
#7

Would you grab that?

Unknown Shareholder

shareholder
#8

I'm sorry. My name is [ Kai ]. I'm a foundation shareholder and started off when it was known as Seven, I think it was. Christopher's case. This is my first attendance, and I'm very pleased to be here and to see the progress. So I'd like to thank you for doing a very good job in keeping the company afloat. I just thought Mr. MacKay would like to have said a few words. Or is he going to say something?

Terry Davis

executive
#9

I'm happy for Chris to say something if he'd like to.

Christopher MacKay

executive
#10

Goodness.

Unknown Shareholder

shareholder
#11

Just to say what your experience has been, what you'd like to do.

Christopher MacKay

executive
#12

Thank you for the opportunity. So why don't I start with something controversial? Most Boards don't work.

Unknown Shareholder

shareholder
#13

I'm trying to agree. There's some [ evidence ].

Christopher MacKay

executive
#14

The Chairman kindly mentioned that I've been around for a long time, so I've had the pleasure of working in my former life, in particular, with literally hundreds of boards over a long period of time. And generally, there have been a high degree of dysfunctionality. So what makes this one so different? It brings together a group of people without very high egos. So high levels of skills, high levels of expertise in individual areas and great teamwork across the grouping and very efficient working with management team. That, in my experience, is highly unusual. And it contributes to the excellent performance that has been talked about earlier, and the management has delivered across the range of businesses, and you need it in these circumstances. I could just be a passenger in that. So what do I bring to the table? As well as being old, I bring some degree of expertise in markets and in relation to businesses, some of which Terry has touched upon. But I'll just raise one issue. There's a top 10 company in Australia which had a vanilla capital raising during one of the more difficult market conditions. For the past 4 years, they've been subject to 2 regulatory bodies investigating that capital raising, criminal investigations and trials against individuals at the banks that supported them and at the company itself. Why is that relevant? My background included heading an organization which arguably became the leading investment bank. We did over 1,000 capital raisings, major takeover transactions and the like through my period. And I regard myself as being -- I was Chairman after being Chief Executive, so that's Chief Risk Officer in terms of assessing the risk. We didn't have one situation of that nature. So that's a little bit that I can bring to the table in the circumstances, but my skills are complementary to the rest of the Board. So I hope that's enough.

Unknown Shareholder

shareholder
#15

Yes. I think Mr. Stokes here has also done a very good job for a long time. He's invited the contrarian thinkers, and I think that's very important for any Board. I had never attended an AGM until CBA's meeting in 2013, and I had -- when I learned that the Commonwealth Bank had given advice where seniors had lost their lifesavings. I flew down to Adelaide and asked David Turner what he was doing while he was Chairman. His answer was, we're trying to save the bank when -- I didn't -- I disagreed with him intensely. But after the meeting, I hope to be able to send you a paper by Professor Chris Argyris, which talks about Teaching Smart People How to Learn. And I think it's a very good -- it's a classic, but it is a very important paper. And I think everybody should read it. I did send a copy to Dr. -- sorry, Mr. Thodey when he was the Chairman of Telstra. And I said, you're wasting $235 million in advertising. And they weren't getting the results because I was getting a pretty lousy service. He read it within an hour and said that he'll distribute it to his staff. And then he started getting people to address the issues that I'd raised with him. So I'd like to thank you again for doing a great job, and I hope it continues.

Christopher MacKay

executive
#16

Thank you for attending our meeting.

Unknown Shareholder

shareholder
#17

Under the chairmanship of Mr. Stokes when he takes over.

Terry Davis

executive
#18

Sorry, we certainly appreciate feedback from shareholders. Are there any other questions for Chris in terms of his appointment? Being no further questions, the second director standing for reelection is Warwick Smith, who retires by rotation and being eligible, offers himself for reelection. He is also old. So Mr. Smith is a highly credentialed and experienced company director and corporate executive with a broad range of expertise across public and private sectors. He brings a deep knowledge of government, regulatory, financial, banking and commercial matters to the Board. His business acumen and leadership attributes are invaluable to our Board and management, as are his insights in relation to corporate strategy and investment, financial and nonfinancial risk, people management and executive leadership. Mr. Smith is a member of the Audit and Risk Committee and a member of the Remuneration and Nominations Committee. Are there any questions on this matter? The proxies lodged for this resolution appear on the screen. Congratulations, Warwick. Thank you. A poll will be...

Unknown Shareholder

shareholder
#19

[indiscernible]

Terry Davis

executive
#20

Of course, you can. Yes, you can if you'd like.

Unknown Shareholder

shareholder
#21

As I said, [ if he ] would like to say a few words.

Terry Davis

executive
#22

You don't know what you've opened up here. Thank you, Warwick.

Warwick Smith

executive
#23

Thank you very much, Mr. Chairman. And thank you for the invitation, sir, to speak. It's been 25 years since I spoke to electors, but I'm -- really to speak in an unlimited time to shareholders. I'm delighted to be continuing on the Board. I've worked with the Board and all of my colleagues here and the Stokes family for many years. And I spent a decade at -- in the headquarters of Macquarie Bank and then a dozen years at the institutional global unit of the ANZ Banking Group. So I bring some banking understanding and, well prior, nearly 2 decades understanding the governance of our country through my time in Canberra. And I do a lot of work through out of that period on international issues. The main feature is, as my young colleague at the other end of the table mentioned, Chris MacKay, there's a high degree of regulatory activity in all that we do, not just of this Board but on so many other activities. Having a deep understanding of the formulation of regulation, the impact of regulation and how it is exercised are hugely important, particularly to a company that is growing so well with such strong diversity and focus. So I think those perceptions and those knowledge and that experience to this Board and like all of my colleagues, this is a Board that works hard to a good outcome for its team, shareholders and all its employees, which now are many, many more than existed when I first started on this Board. This is a growth story of excellence.

Terry Davis

executive
#24

Thank you, Warwick. And I'm sure you'll all agree they're 2 highly credentialed directors. So a poll will be taken on the resolution at the end of the meeting. And the fourth item of business is to adopt the remuneration report for the company for the financial year ended 30th of June 2023. Now the 2023 financial year saw Seven Group Holdings deliver significant growth in earnings and an uplift in operating performance across all our businesses. Our key remuneration principles of market competitive, performance-linked rewards that are aligned with shareholder interest are reflected in our remuneration outcomes for FY '23. The Board believes that reward outcomes are appropriate and fairly reflect the strong performance by our executives against both financial and nonfinancial performance measures. I welcome questions on the remuneration report for the year under review. Are there any questions on this item? Being no further questions, the proxy for this resolution appear on the screen. I've been asked to advise you that the vote on this resolution is advisory only and does not bind directors of the company. The directors of the company and its other key management personnel or their respective closely related parties cannot vote in relation to the item, except as proxy in limited circumstances. Thank you. A poll will be taken on this resolution at the end of the meeting. The next item of business relates to the proposed grant of share rights to the MD and CEO, Mr. Ryan Stokes, under the company's short-term incentive plan. As a result of corporate and individual performance outcomes for FY '23, the MD and CEO was awarded an incentive under the SGH STI plan with 50% of the award to be deferred into share rights that vest after 1 year. As the term of Mr. Ryan Stokes' STI grants require that the securities to satisfy the STI awards be purchased on market, shareholder approval is not required for the purpose of the ASX listing rules. However, in the interest of good governance and transparency, the Board has determined to seek shareholder approval for the grant of deferred share rights to Mr. Ryan Stokes, representing 50% of his FY '23 STI award. Are there any questions on this matter? So the proxies lodged for this resolution appear on the screen. And thank you. Poll will be taken on the resolution at the end of the meeting. Before we come to the end of the meeting and take a poll on items 2 through 5, I'd like to open up the meeting for general questions from holders of ordinary shares. Have any presubmitted questions been received?

Unknown Executive

executive
#25

Chairman, we have received a question. Why did the Board approve the expenses of Ben Roberts-Smith's defamation action?

Terry Davis

executive
#26

Thank you. Some anomalies here. Seven Group has not made any payments for Mr. Roberts-Smith's expenses nor SGH had any association with Mr. Roberts-Smith. And Mr. Roberts-Smith has not been an employee of SGH. Have any other presubmitted questions been received?

Unknown Executive

executive
#27

Chairman, we've received a question. How much money did you give to the yes campaign?

Terry Davis

executive
#28

Thank you. Seven Group did not provide any monetary support to either side of the referendum. Additionally, SGH made no public statements in support for either side of the recent Voice referendum. Have any further questions been received?

Unknown Executive

executive
#29

No further questions were received.

Terry Davis

executive
#30

Is there -- if there are any questions from holders of ordinary shares in the room, again, please move to the nearest microphone. Show your red or yellow card and give your name, please.

Unknown Shareholder

shareholder
#31

Chairman, [ Steven Fonte ] for [ Seavale Proprietary Limited ], a happy shareholder. No problems.

Terry Davis

executive
#32

Thank you, Steven.

Unknown Shareholder

shareholder
#33

We're earning $1.65 a share but only paying $0.46 in dividend. As long as you're using the money well, I have no complaints. Do you think that the dividends will be increasing or is the same?

Terry Davis

executive
#34

That's a very good question. And it is a significant question of debate around the Board table. And we certainly have a commitment to strong and growing dividends. As Ryan said, we've had 30 years of continuous dividend growth. But when we took the 70% or 71% share in Boral, it obviously stretched our finances, and we took the view that we'd rather reduce operating leverage than pay additional dividends. But I can assure you that it is way on the Board's agenda to improve dividends over time. Thank you. Are there any further questions? The poll will now be taken -- sorry, here we go. Yes.

Unknown Shareholder

shareholder
#35

[indiscernible]

Terry Davis

executive
#36

No, we finished Mr. Stokes. We're now in General Meeting.

Unknown Shareholder

shareholder
#37

Like everybody in Australia, I was very disappointed with the findings of that Senate inquiry to our consultants.

Terry Davis

executive
#38

Sorry, into?

Unknown Shareholder

shareholder
#39

The use of consultants. Does SGH use consultants? At what scale? How much do you pay them as opposed to monies being devoted to skills and other opportunities, providing opportunities to staff within the organization?

Terry Davis

executive
#40

We, as a rule, tend not to use consultants in the business. We have some unbelievably talented internal management that provide internal advice, and we're very pleased with them.

Unknown Shareholder

shareholder
#41

So what sort of opportunities do you offer them in terms of formal education, informal education, incentives, recognizing and rewarding them? How do you do that?

Terry Davis

executive
#42

Well, I think that if you look at our remuneration policies, which are consistent with the top ASX 50 companies, we provide a balance of KPI achievement at the short-term incentive level. And then over the 3-year period, the benefit of rapidly improving share price has obviously made their tenure at the company worth more money to them. I'm a firm believer that if we do well for shareholders, we should do well for our staff. And that permeates through the organization, and I hope it will continue to do so. Thank you.

Unknown Shareholder

shareholder
#43

Terrific. Do you have any measure of organizational culture within the organization?

Terry Davis

executive
#44

Well, I think we look at this on a continuous basis. I think ultimately, you look -- how does your retention rate of your senior team look like, and we have an outstanding retention rate of our senior people, the people that really make the difference. We've got a strong, as Ryan talked about, owner mentality. And I think developing that owner mentality creates a family within the organization, and that is -- no doubt leads to superior results versus our competitors.

Unknown Shareholder

shareholder
#45

I'm inclined to think that management is not only just for the seniors but for everybody in the organization, and that is why I'm asking. How do the people at the bottom of the working scale get some -- get motivated, get recognized and...

Terry Davis

executive
#46

I think there's many ways that we do this. We have one of the biggest apprenticeship programs in Western Australia through WesTrac. And that's bringing young people, both male and female, through the system at a rate of knots, and we're still short of people in our business in West Australia. So we -- there are many different ways that we incentivize people. I think the best way is to give them great working conditions and give them a company that's doing well. And I think we've done that.

Unknown Shareholder

shareholder
#47

Good. Because I'd like to see Australian companies -- and I think I have observed over a long period of time that some of them have very poor performance. They put up a great show, but underneath it's been hollow. And I don't -- I believe that management education is for everybody at every level so that there is a sense of perspective, a sense of engagement, sense of being valued, et cetera, et cetera. And I think it's important that every person working for the company, no matter what level, what status, et cetera, et cetera, be considered as a part. And I think SGH does come up pretty good from my observations. My entire life has been spent in research environment in universities. And I'd like to see -- to continue to see you continue do your good work and keep the good work up.

Terry Davis

executive
#48

Thanks very much. We appreciate that. Any further questions? Of course, the poll will now be taken on items 2 through 5. To vote, please use your red card, which you received on registration. Steven Hodkin from our share registry, BoardRoom Limited, has been appointed returning officer and will conduct the poll after voting is closed. The results of the poll will be announced to the ASX later today. This concludes the business of the meeting, and I now declare this meeting closed for all purposes subject to the conduct and conclusion of the poll. So thank you for attending the AGM of Seven Group Holdings. We appreciate you your attendance. Thank you.

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