Shine Justice Ltd (SHJ) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Shine Justice Limited Annual General Meeting. I would now like to hand the conference over to Mr. Graham Bradley, Chairman. Please go ahead.

Good afternoon, ladies and gentlemen. As Chairman of Directors, it's my pleasure to welcome you to the 2021 Annual General Meeting of Shine Justice Limited. This is our ninth Annual General Meeting since the company listed on the stock exchange. Due to the COVID pandemic and having regard to government and health authority directions and advice, including travel and gathering restrictions, the company has decided this year to hold the AGM as a virtual event. Before starting, I'd like to acknowledge the traditional custodians of the various lands from which we join this meeting and the Aboriginal and Torres Strait Islander people participating in today's meeting. I pay my respects to elders past, present and emerging. Thank you all for taking time to attend today's meeting and for your interest and support for the company. If we experience any technical issues today, a short recess or an adjournment may be required depending on the number of shareholders affected. If this occurs, I'll advise you accordingly. A quorum is present, and I declare the meeting open. The Notice of Meeting was made available to all shareholders, and I'll take it as read. I would now like to outline the format for our meeting. My introduction and address will be followed by an address by the Managing Director and CEO, Simon Morrison. We'll then turn to the business of the meeting when you will have the opportunity to ask questions. Please note that only shareholders, proxy holders or company representatives may ask questions or vote at this meeting. You may obtain a voting card by clicking on the Get a Voting Card box at the bottom of the screen and providing your shareholder identification details. [Operator Instructions] Please also refer to the virtual meeting online guide or use the help line specified on the screen if you experience any technical difficulties. Now to our meeting. Attending today virtually are my fellow directors, Teresa Dyson, a nonexecutive colleague, who is Chair of our Audit and Risk Management Committee and a member of the Nominations and Remuneration Committee. Also attending, David Bayes, a Nonexecutive Director in Melbourne and member of the Audit and Risk Committee and the Nominations and Remuneration Committee. And David's located in Melbourne for our meeting today. Rod Douglas, a Nonexecutive Director, is with us; along with Simon Morrison, the Managing Director and CEO. Also with us today are Ravin Raj, our Chief Financial Officer; Jodie Willey, the Chief Operating Officer; and Lisa Flynn, the National Practice Leader; and Annette O'Hara, our Company Secretary. We have also with us Simon Neill of PricewaterhouseCoopers in attendance today. And Simon will be available to answer questions regarding the conduct of the audit and the conduct and preparation of the audit report. So before asking Simon to present his summary of the company's performance over the past year and the outlook for the year ahead, I'd like to make a few observations. As Chairman of Shine Justice, I'm delighted to be here with you today. I am pleased to present this annual report for the year to 30th of June, a year in which the firm celebrated its 45th anniversary of its establishment. From humble beginnings in Toowoomba, Shine has grown to be an organization with over 900 team members serving clients in over 50 offices across Australia and New Zealand. I'm pleased to report that 2021 was a year of solid growth for the company. During the past year, we have expanded our team, resolved more than 7,000 cases for our clients, securing damages in excess of $900 million for them. Despite the challenges posed to our whole community by the COVID pandemic, we have grown our top line and our bottom line, enabling us to continue to invest in the business for future growth as well as to reward shareholders with a significant increase this year in dividends. Before going further, I'd like to commend our people for the way in which they have responded to the pandemic besetting our communities and to thank them on behalf of our clients for continuing to provide our important services in a COVID-safe way despite the many challenges posed by working from home and changing public health regulations. Shine Justice achieved a number of significant milestones for our clients in FY '21. Foremost among them was our success in one of the largest Australian product liability class actions relating to faulty prolapse mesh implants. This litigation is expected to deliver justice to many thousands of Australian women left with life-altering complications from defective implants. The final resolution of this case rests now with an application for special leave to appeal to the High Court of Australia, which will be heard by the court on the 5th of November. We also commenced important class actions during the past year, some of which involved new pathways to justice for our clients. These included actions on behalf of communities whose land has been contaminated by toxic PFAS chemicals, claims by passengers and families affected by coronavirus onboard cruise ships, cases to right historical underpayment of indigenous workers in Western Australia and the Northern Territory and also a case on behalf of Stolen Generation survivors in the Northern Territory. Let me turn now to our financial results. The group's earnings before interest, tax, depreciation and amortization was $56.2 million, an increase of almost 10% on the previous year. Our net profit after-tax was $25.6 million compared to $21.5 million for FY '20, an increase of almost 19%. Our gross operating cash flow for the year was $54.6 million, a substantial increase over the previous year and was boosted by some $20.9 million received in relation to the mesh class action, which awaits final High Court decision. The directors are pleased, therefore, to declare a final dividend of $0.0325 per share, which brings total dividends for the year to $0.0525, unfranked, an increase of 23.5% over the previous year. This distribution was in line with our policy of returning 30% to 50% of net profit after-tax by way of dividends. Your company takes great pride in the contributions that we make during the year to the communities in which we operate. Among other initiatives during the past year, we have proudly launched our first Reconciliation Action Plan. We've entered a partnership with LiteFlight Australia to assist them in providing emergency medical care throughout regional Queensland, and we've contributed $15,000 towards indigenous literacy from the Shine A Light Foundation. We believe the year ahead will be another year of growth for your company. We've implemented improvements in underperforming units and we anticipate strong growth in several of our practice areas, including class actions, abuse law and medical law. In addition, we have recently opened new points of presence in Adelaide, Canberra and Darwin, and have plans in this coming year to increase points of presence in several states. We also plan to launch new technology solutions to provide superior service experience to our clients. The Board has provided market guidance that we expect low double-digit growth in our earnings before interest, tax and depreciation in financial year 2022, subject to no unforeseen material market developments arising from the COVID-19 pandemic. So in conclusion, ladies and gentlemen, I would like to thank my Board colleagues, Teresa Dyson, David Bayes and our newly appointed Director, Rod Douglas, for their contributions during the year. As Rod was appointed after the last AGM, he will offer himself for election later in this meeting. Thanks also go to our leadership team, ably led by Managing Director, Simon Morrison, and to all of our executives and our team members across the whole Shine network. We thank them for the work they have done and for the foundations they have helped to lay for another strong year ahead for Shine Justice and for our clients. So ladies and gentlemen, that brings me to the Managing Director's address, and I'll now hand over to Simon Morrison.

Thank you, Chair, and good afternoon, everyone. As the Chair indicated, FY '21 has been a good year for us at Shine. Let's go to Slide 6. I'll just lay out by way of background how we operate. Shine Justice is a group of a number of businesses across Australia and New Zealand. We are broken into 2 categories: our Personal Injury business, which is the core of Shine, operates across a number of brands. The second area of our business is what we call our New Practice Areas. And they are those areas of damages-based litigation that we operate in. As part of our diversification strategy, we have been building our New Practice Areas as we see key growth in those moving forward. Some of those practice areas include class actions, abuse, dust disease, professional negligence, state litigation, just to name a few. If I had to call out 2 key things in FY '21 that we focused really hard on, one was our continued work to build our base to keep growing Shine. We want this company to continue on its growth trajectory. And the second thing is as much of the marketplace has seen through the impacts of COVID, we have demonstrated again that our underlying business model is relatively immune to economic and environmental cycles, which we believe is critically important for our future. If we can move to Slide 7. I won't repeat all of the metrics, the Chair has been through them. Suffice to say that we were very happy with the results. We saw increases across all measurements, in particular, a great cash result assisted by the mesh litigation. And pleasingly, our dividend continues to rise. We can move to Slide 8, I'll walk you through the highlights of FY '21. And the first highlight I wanted to call out is that our hard work in diversifying the business has really paid dividends for us in the COVID environment. Many businesses suffered. Shine made it through that process particularly well. And in those areas of the business where there were some pressure, they were more than offset by others that were immune. Secondly, as our CFO indicated on the end-of-year results call, we did some work, as evidenced in our PI segment results, to rationalize and restructure parts of our PI business to set us for good growth moving forward. Our process through FY '21 has concentrated on dual strategies of diversification and geographical mix, which I'll come to in a moment. Very pleasingly, we saw growth in our client inquiries and file openings in FY '21, and I'm pleased to report that trend is continuing year-to-date in FY '22. As the Chair indicated, we finally have a date for the special leave application in our mesh litigation, which will be heard on the 5th of November this year. We expect a decision will be handed down that day, and we look forward to moving forward to the next phase of that litigation. And that involves the assessment of some 10,000 women's claims. And finally, justice can be brought for those women. We have worked hard on our class action pipeline, which I'll come to in a moment. In addition, the development work we've done on our disruptive piece, Claimify, we have used some of that technology across other parts of the business with good results. And finally, as the Chair alluded to, we've kickstarted our organic growth strategy with the opening of new offices around the country and more to come in FY '22. If we can move to Slide 9, I just wanted to update you on our class action initiatives. Firstly, litigation funding has been a cornerstone of this business and its growth. It is a competitive landscape. It is one that we see the large class action law firms being a beneficiary of. Some recent reforms in that space and some pending reforms, we anticipate we'll see a consolidation of that market which, again, we believe, will favor the large class action firms. One thing we've been very deliberate about in our class action practice is to diversify the types of actions that we run. Securities cases have been most prominent in the area of reform in this country. And quite deliberately, we have a diverse range of actions, which we think augurs well for both the future growth of our company and withstanding any reforms moving forward. If we can move then to Slide 10, just a quick look at what's happening in FY '22. Firstly, under our pillar to champion our clients, as the Chair indicated, we will be developing and producing to the market an online app for our clients. We see this as a game changer for our clients to see both where their cases are at and where they should be at. In terms of our people, we have made increased investments in time and money in our training programs, particularly focused at our managers in FY '22. We've seen good results both in our engagement and reduction in our turnover, which we will continue to build on. Growth has been a key feature of FY '21, which will continue in FY '22. We have been working on acquisition opportunities for some time, and you can expect to see some activity in that space moving forward in the not-too-distant future. And we are continuing to grow our greenfield organic sites. On the strengthening front, a very important piece of work that has kicked off is a focus on consistency across all of our operations and offices to deliver consistently good outcomes for our clients. And we'll speak some more about that at the end of next year. And finally, on the innovation front, as indicated, the technologies we have developed we are now using in other parts of our businesses to great advantage. As the Chair indicated, our guidance for the year is affirmed of increasing EBITDA growth in FY '22 in the order of a low double-digit percentage increase, subject to any material unforeseen COVID-19 impacts. That concludes the presentation. I'll now hand back to the Chair.

Thank you very much, Simon, for that rundown. Ladies and gentlemen, we'll now move to the formal business of the meeting, and the voting on relevant resolutions will be by poll. And for the convenience of those who may wish to leave the meeting earlier, I declare the poll open now. Each resolution set out in the Notice of Meeting, other than item 4, is to be considered as an ordinary resolution and, as such, must be approved by a simple majority of votes cast by shareholders entitled to vote and voting on the resolution. Item 4 is a special resolution that requires 3/4 majority of the votes cast. It relates to the amendment to our constitution. Each item will be discussed in turn, and you'll have an opportunity to ask questions relevant to that item of business and, for that matter, any questions that might arise out of time and on my address this morning. Each item -- visitors are very welcome to witness the proceedings, but I'm sure you appreciate that participation in the meeting is confined to shareholders. Voting on each resolution, as I said, will be via poll, and our company share registry, Link Market Services, will conduct the poll. All valid proxies that have been received within the prescribed time limits have been admitted. Details of how proxy votes have been cast in relation to the resolutions will be displayed in relation to each resolution. And I confirm that as Chairman of the meeting, where I'm appointed as a proxy with discretion as to how to vote as a proxy holder, I intend to vote all shares in favor of all resolutions. If you have appointed a proxy to vote at the meeting, there is no need for you to vote as your proxy will vote on your behalf unless you wish to change your vote. The results of the voting on all of the resolutions will be announced to the ASX after the meeting as soon as the final poll is counted and the results become available. So we move to item 1, which is consideration of the reports, the company's financial statements for the year ended 30 June 2021 as well as the reports of the directors and auditors. There are no resolutions required on this item, and there is no voting on the business paper. Simon Neill, however, as I mentioned, from PwC, who audited the accounts for the year, is present today to answer any questions relevant to the conduct of the audit and the preparation and content of the auditor's report. The company secretary has advised me that there are no written questions from shareholders received prior to the meeting. So I'll ask, would anyone like to ask a question about the financial statements and the reports. Are there any questions that have been submitted, please?

Chairman, there are no questions on this item.

Thank you. Thank you, Annette. So there are no questions, and I declare the reports have been received, and we can now move to the next item of business, which is the adoption of the remuneration report. So item 2 is a nonbinding resolution required by the Corporations Act in relation to the remuneration report, which forms part of our annual report. The preparation of the remuneration report is a requirement for all listed companies. And information containing executive and director remuneration was included in the directors' report and our annual report under the heading of Remuneration Report. It is to be considered at this meeting as an item separate from the consideration of the annual report. In accordance with the legislation, the resolution to adopt the report is subject to a nonbinding vote only. However, the Corporations Act provides that if 25% or more votes are cast against the adoption of the remuneration report at 2 consecutive Annual General Meetings, shareholders will be required to vote at the second of those meetings on a resolution that a further meeting be called at which all of the company's directors, other than the Managing Director, who were in office at the date of the approval of the director's report must stand for reelection. The resolution to approve the remuneration report was passed on a poll at last year's Annual General Meeting by 98.9% of votes cast. Now Shine's remuneration arrangements in the past financial year were very straightforward. In addition to the Nonexecutive Directors, 4 of our executives qualify as key management personnel. That is our Managing Director, our Chief Financial Officer, our Chief Operating Officer and our National Practice Leader. And their remuneration comprises fixed pay, including superannuation; and in the case of the Chief Financial Officer, the CRO and the National Practice Leader, an annual cash incentive and a long-term incentive which, if the 3-year objective hurdles are achieved, is paid in the form of equity in the company. Due to his substantial shareholding in the company, Managing Director Simon Morrison does not participate in either the short- or long-term incentive plans. The company's executive remuneration policies are, we believe, sound and appropriate for a company of our size. So I'll pause now to see if anyone has asked or wishes to ask any questions in relation to the remuneration report. Annette, are there any questions?

Chairman, there are no questions.

Thank you. Well, if there are no questions, then I put the resolution to a vote. Details of the proxies lodged on this motion are shown on the slide. And as stated in the proxy form, the undirected proxies that I received as Chairman will be voted in favor of the resolution. And you can see from the proxy votes an overwhelming vote in favor of the resolution at 99.78% in favor. The company will not count any votes cast on this resolution by key management personnel and certain related shareholders, except certain votes cast by them as proxies. And details of the voting exclusions are set out in the Notice of Meeting. So now shareholders, please select for, against or abstain on item 2 on your voting card. And while you do that, we'll proceed to the next item of business, which is the election of Rod Douglas as a director. It's my pleasure to propose this resolution to elect Rod to the Board. We were delighted to welcome Rod as a Nonexecutive Director last December. Details of Rod's skills and experience were included in the Notice of Meeting. He provides valuable mentoring services to members of our key management personnel. So we do not currently classify Rod as an independent director. However, the Board nevertheless includes a majority of independent directors as is recommended for listed companies. With those few words of introduction, I'll now ask Rod to say a couple of words before we move to the resolution on his election. Rod?

Thank you, Chair. It's a real pleasure to serve Shine as a Director. I have immensely enjoyed working with the talented and passionate team at Shine and highly value the commitment to justice that is always delivered and believe fervently that the values that Shine has held from its inception to always stand up for the little guy, to dare to be different and always be ahead of the pack is being demonstrated, and it's a fantastic culture to be part of. For myself, my passion and my work is around working with founder-owned or -led businesses in the areas of culture, strategy and value, and it has been a pleasure to work with the team at Shine over the last couple of years and to watch a significant stepping forward and reembracing of the incredible culture that's here. So I look forward to contributing to the Board in the new role that I've been in for the last 6 months and continuing to support shareholders to get a fantastic return from a mission that is truly worthy. Thank you, Chair.

Well, thank you very much, Rod, for those words. And I will now move to the resolution, which is set out on the slide. The directors, excluding Rod, unanimously recommend that shareholders vote in favor of this resolution. So does anyone have any questions in relation to this item? Let me ask our company secretary. Are there any questions on this resolution?

Chairman, there are no questions on this item.

And are there any phone questions on this item?

Chairman, there are no phone questions on this item.

Good. Thank you. So there being no questions, I put the resolution to a vote. Details of the proxies lodged on this motion are shown on the screen, and you will see that the votes are overwhelmingly in favor of the resolution with 99.6% in favor of Rod's election. So now any shareholder who has not yet voted, please select for, against or abstain from this resolution on your voting card. And the final votes will be tallied at the end of the meeting. We'll now move on to the next item of business, which relates to the amendment of our constitution. This proposal is to amend -- make amendments that were marked up on a copy of the constitution, which was attached to the Notice of Meeting. Now the background to this proposal is that it's likely in the future that the ability to hold a general meeting other than as a physical meeting may be required and will require provisions supporting this flexibility in the company's constitution. In order to provide that flexibility in holding general meetings of shareholders in the future, it's proposed to amend the constitution to permit the holding of general meetings in a number of ways, including using technology, which gives shareholders a reasonable opportunity to participate in the meeting as we're doing today. The amendments will also facilitate the provision of notices of general meeting in electronic rather than physical form which, again, provides a cost efficiency and, I think, a convenience for shareholders. The decision will be made in advance of each general meeting, however, as to what is the appropriate format to facilitate with optimal participation by shareholders in the meeting. And it would be our hope that once COVID restrictions are removed, we will be able to, again, hold physical meetings, of which shareholders can also participate electronically. The ASX listing rules in relation to restricted securities have been amended to require listed entities constitution to include specific provisions if it has restricted securities on issue. And although the company does not have restricted securities on issue and has no current intention to issue restricted securities, it's proposed to take this opportunity to also update the relevant provisions of the constitution to reflect the relevant ASX listing rule to provide that flexibility for us in the future. So as I said, item 4, this item, this resolution, is a special resolution and, therefore, requires approval by 75% of the votes cast by shareholders. And the resolution is set out on the slide on your screen. Once again, the directors unanimously recommend that shareholders vote in favor of this resolution. So I would now pause to see if anyone has any questions on this item of business. Firstly, Annette, are there any questions?

No, Chairman, there are no questions.

Thank you. Are there any phone questions on this item?

Chairman, there are no phone questions on this item.

Thank you. Well, in that case, the details of the proxies lodged in relation to the motion are shown on the screen. And you can see that 83-or-more percent of proxy votes cast have been cast in favor of this resolution. So it clearly will be passed as a special resolution. But those of you who may not yet have voted, please select the appropriate for, against or abstain on your resolution voting card. And we will, of course, announce the results of these polls at a later -- as soon as they become available on the ASX platform. So that concludes the resolutions that are contained in the notice paper. Please you may continue to submit your voting online until 5 minutes after the meeting closes. So I'd like to now move to close the meeting. And on behalf of the Board, I want to once again thank you for your attendance. And I now declare the meeting closed. The voting will continue for 5 minutes, and then the results will be notified to the ASX as soon as they become available later today. Ladies and gentlemen, that concludes our meeting. Thank you again.