SkyCity Entertainment Group Limited (SKC) Earnings Call Transcript & Summary

[Foreign Language]

[Foreign Language] Good afternoon, ladies and gentlemen. I am Julian Cook, Chair of SkyCity. Thank you for attending the 2022 SkyCity Annual Meeting today. Instructions on how to participate virtually are set out in the Notice of Meeting previously sent to shareholders and bondholders and the virtual meeting guide available on the Computershare meeting platform. Moving to the order of business for today. I declare the 28th Annual Meeting of SkyCity open and confirm that the meeting has been duly convened with a quorum present. Audio will stream through your selected device. So please ensure that the volume control on your headphones or device is turned up. Shareholders can view the presentations today, ask questions and vote on the resolutions to be put to shareholders on their selected devices. Bondholders who are not also shareholders can view the presentations today but are not entitled to vote on the resolutions or ask questions on their selected devices. Shareholders can submit questions at any time. [Operator Instructions] If your question relates to 1 of the 3 formal resolutions set out in the Notice of Meeting, please note in your question which resolution your question relates to. Please note that while you can submit questions from now, I will not address them until the relevant time in the meeting. Please also note, your questions may be moderated or, if we receive multiple questions on one topic, amalgamate it together. Due to time constraints, we may not be able to answer all of your questions. The Q&A tab can also be used if you require any assistance. Submit your query in the same manner as typing a question, and a Computershare representative will respond to you directly. Alternatively, you can call Computershare on the number on screen. Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. At that time, if you are eligible to vote at this meeting, the resolutions and the voting options will appear. To vote, simply select your voting direction from the options shown on screen. You can vote for all resolutions at once or by each resolution. Your vote has been cast when the green tick appears. To change your vote, select change your vote at any time I declare voting closed. I now declare voting open on all items of business. The resolutions and voting options will soon appear on your device. If you are eligible to vote at this meeting, please submit your votes at any time. I will give you a warning before I move to close voting. In the event you experience any technological issues, a recording of today's meeting will also be available on the company's website following the meeting. The minutes of the 2021 SkyCity Annual Meeting held on the 29th of October last year have been posted on the company's website and are held by the company secretary. These minutes are available for inspection by any shareholder or bondholder should they wish to do so. I will now introduce the SkyCity Board and management in attendance in the SkyCity Theatre in Auckland today. In attendance to my left are Michael Ahearne, SkyCity's Chief Executive Officer; Jo Wong, SkyCity's General Counsel and Company Secretary; and directors Jennifer Owen, Kate Hughes, Chad Barton, Sue Suckling and Silvana Schenone. Australian-based director, Glenn Davis, is attending remotely today. Also in attendance is Richard Day, our lead audit partner from PricewaterhouseCoopers. The business of the meeting today is as set out in the Notice of Meeting. Firstly, I will present my Chair's address. A video presentation showcasing business highlights over the past financial year will then play. SkyCity's Chief Executive Officer, Michael Ahearne, will then summarize SkyCity's performance during the past financial year and provide an update on current trading. After that, we will hear from the chairs of the Audit Committee, People and Culture Committee and Risk and Compliance Committee as well as the Chair of the SkyCity Adelaide Board. A general question-and-answer session will then follow on matters relating to the management and operations of the company. We will then move to the 3 previously notified resolutions for consideration by the meeting, including the questions and discussion in respect of those resolutions. I begin my address by today acknowledging the significant work of my fellow Board members and management in navigating what has been a particularly challenging year. As highlighted in our FY '22 results release in August, the ongoing impacts of the COVID-19 pandemic significantly impacted SkyCity's operations in the prior financial year. Increased regulatory scrutiny also continues to impact the casino industry throughout these challenging times. We have remained focused on keeping our people and guests safe, preserving employment, meeting the expectations of our regulators and enhancing our governance framework. A critical focus for the Board and management is continuing to recognize the importance of protecting our casino licenses and enhancing our social license to operate. The SkyCity Board and management remain committed to ensuring that we provide safe and responsible experiences and environments for our people and customers. We have made positive progress over the last financial year in uplifting our anti-money laundering or AML and host responsibility practices and continue to prioritize our focus in these areas on an ongoing basis. There is a large program of work underway in Adelaide to uplift these processes, which Michael will touch on later. Where appropriate, we are deploying enhancements across the group. We continue to cooperate with the Australian Transaction Reports and Analysis Centre, referred to as AUSTRAC, in relation to its enforcement investigation, which commenced in June 2021 and to potential serious noncompliance by SkyCity Adelaide. That engagement has included the provision of information and documents required by AUSTRAC. We are continuing to respond to a significant number of questions and information requests from AUSTRAC, which we are treating very seriously. As noted in our 2022 annual report, AUSTRAC has not filed proceedings against SkyCity Adelaide to date or indicated whether any enforcement action will occur. However, given that AUSTRAC's enforcement investigation remains ongoing, and we have identified certain areas where enhancements to the Adelaide anti-money laundering and counterterrorism financing program are required or appropriate, there is a possibility that AUSTRAC could bring an enforcement action against SkyCity Adelaide. It is important to note that any such action and associated penalties could have a significant financial and reputational impact on SkyCity. We are also continuing to cooperate with the honorable Brian Martin KC on behalf of consumer and business services in South Australia in relation to the independent review of SkyCity Adelaide announced in July 2022. That engagement has also included the provision of a significant amount of information and documents requested by Mr. Martin. Mr. Martin's findings are due to be reported back to the South Australian Liquor and Gambling Commissioner by the 1st of February 2023. From the 1st of July 2022, we adopted a new corporate purpose statement and integrated business strategy that integrates environmental, social and governance considerations into our current business strategy. Our purpose statement is to be trusted to create vibrant places for gaming, entertainment and hospitality in New Zealand and Australia. We continue to focus on achieving this purpose by creating value for our stakeholders, remaining committed to responsibility in fostering a culture of compliance. The SkyCity Board continues to focus on Board renewal and ensuring a strong governance across a diverse range of skills, experience and leadership. Two new directors were appointed to the Board in September 2022, Kate Hughes and Glenn Davis, who stand for election today. And in August 2022, we announced the retirement of 2 directors, Jennifer Owen and Sue Suckling. Jennifer will retire at the end of the annual meeting today after nearly 6 years as a SkyCity Director. She -- Sue has advised that she intends to retire in early 2023 after 11 years as a SkyCity Director. And accordingly, this will be her last annual meeting with the company. I would like to thank both Jennifer and Sue for their service and commitment to SkyCity and wish them the very best in their future endeavors. During the past financial year, the SkyCity Board commenced a review of its Board committee structure. Following this review, in June 2022, the Board resolved to separate the Board's Audit and Risk Committee into 2 separate Board committees, an Audit Committee and a Risk and Compliance Committee, and to disestablish the Sustainability Committee and reallocate its roles and responsibilities to the other standing Board committees. This revised committee structure has been in place since August 2022 and formally recognizes SkyCity's specific focus on governance of the group's risk management function. The primary objective of the new Risk and Compliance Committee is to assist us in fulfilling our responsibilities relating to AML, host responsibility, group risk, health and safety and other key compliance obligations. We are applying an enhanced level of Board oversight and control into these areas, supporting our ongoing focus on continuous improvement. The Board has appointed Kate Hughes as Chair of the new Risk and Compliance Committee, given her comprehensive experience in this area. In addition, enhanced governance procedures have been established for the SkyCity Adelaide Board, including the appointment of Glenn Davis as a Nonexecutive Director and Chair to bring an augmented and nonexecutive governance lens on SkyCity Adelaide's operations. Earlier this month, I also joined the SkyCity Adelaide Board, which now has a significant majority of nonexecutive and independent directors. During the past financial year, we made changes to our senior executive remuneration framework to introduce specific requirements relating to compliance and introduced malus and clawback provisions into incentive plans. Our new balanced scorecard ensures that executive remuneration is aligned with SkyCity's performance in relation to compliance with 20% of all short-term incentive scorecard goals being specifically related to AML, host responsibility and health and safety targets. Achieving our compliance goals is critically important to SkyCity's business, and the Board has the ability to modify overall incentive outcomes if goals are not achieved. Additionally, we are in the process of reviewing our long-term incentive scheme, which will incorporate similar compliance-focused objectives. In summary, the last few years have been difficult for SkyCity, from managing the significant impacts on the business of the NZICC fire and COVID-19 to the ongoing regulatory inquiries in Adelaide. However, looking forward, we are confident in the performance of the business. Our core casino and hotel properties are trading very well. COVID-19 restrictions and impacts are now largely gone. Our progress on the New Zealand International Convention Centre and Horizon Hotel is positive, and completion in the next few years is now a reality. We are committed to enhancing our AML and host responsibility programs across the group, and we are also working our way through the regulatory inquiries. Over time, we expect our investments to Adelaide -- in Adelaide to deliver and our online business to grow in strength. We expect this, together with our existing assets, will deliver good earnings growth, strengthening our balance sheet position and enabling sustainable, long-term returns to shareholders. Personally, I would like to thank shareholders and bondholders for their ongoing support as we look forward to an exciting future. And a big thank you to our fantastic staff, management and customers who continue to support us. Let's turn now to the video presentation from some of SkyCity leadership team.

Hi. I'm David Christian, Chief Operating Officer at SkyCity Australia. I'm standing on the Sôl Rooftop leisure deck of the stunning SkyCity Adelaide, the jewel in the of crown of Adelaide's Riverbank Precinct, the new and emerging entertainment heart of Adelaide. The city of Adelaide sits on the Adelaide Plains, the traditional land of the First Nations Gaurna people, and I pay my respects to Gaurna elders past, present and emerging. Last year was another challenging time for SkyCity Adelaide. Although we were only in COVID lockdown for 8 days, we spent the first 3 quarters of the year operating with stringent COVID restrictions in place that severely impacted customer experience and created community concern and anxiety, which meant people avoided the CBD and places of large gatherings. As a result, our operating profit was heavily impacted, but we strived to build loyalty and gratification as we remained an important part of the Adelaide entertainment market and community in general. Fortunately, from April, South Australia decided it was now time to live with COVID and get back to a normal life, albeit a new normal. Pleasingly, South Australians embraced moving forward, and we saw strong increases across the whole business. And we began to achieve new records in many parts of SkyCity Adelaide, including regular and repeat visitation. It's also been a challenging year for casino businesses in Australia with regulatory reviews in most states and reputational damage from some behaviors and practices. At SkyCity, we've certainly not sat back and simply observed from a distance. We have closely monitored these reviews and ensure that at SkyCity, we continue to uplift and enhance all our practices with compliance and host responsibility so that we not only keep up with best practice, but strive for leadership and embed this throughout our culture. It's just what we do. Our stunning new SkyCity-integrated casino entertainment resort, including Adelaide's most luxurious hotel, Eos by SkyCity, has been highly awarded since opening in late 2020. Eos has won Best Deluxe Hotel Accommodation at the Australian Hotels Association South Australian Awards for Excellence and gold for Best New Tourism Business at the South Australian Tourism Awards. I would like to especially call out and thank the amazing SkyCity Adelaide team whose persistence, dedication and commitment to SkyCity through another challenging year has not only kept us going but ensured that we are well placed to deliver Australia's best casino, hospitality and entertainment experiences at SkyCity Adelaide, which is, if not the, then equal to the finest integrated casino entertainment resort in Australia.

Kia ora. I'm Callum Mallet, Chief Operating Officer for SkyCity New Zealand. As you've just heard from David, the challenges imposed by COVID have been many. Here in New Zealand, businesses had to navigate long periods of closure due to lockdowns and experienced significant disruption from alert level changes and their operational impacts. As a business, we resolved to maintain all of our team, even during the 3-month Auckland lockdown, which has allowed us to pivot quickly back to near full operational capacity as both the country and international borders have reopened. Given the impacts of COVID, the New Zealand business achieved a satisfactory financial performance but most importantly, showed through the last quarter that our business remains highly resilient. As alert level settings eased, we have returned to pre-COVID numbers across the majority of our business units despite international tourism still being restricted. During the lockdown, the management team worked hard to ensure that we would open with an operating model that was fit for purpose, managing costs carefully in a high inflation environment and driving productivity through business unit operating hours and greater use of automation. Our Queenstown property has benefited from the return of the Australian ski market over the past few months and is well positioned to leverage the return of the broader international market. Our Hamilton business continues to perform strongly, underpinned by a robust local economy. Having recently celebrated the property's 20th birthday, we're excited to be opening a new Chinese restaurant soon, operated by a renowned local restaurateur. Following the extended lockdown and the subsequent alert level settings, April provide the opportunity for the Auckland precinct to operate close to normal. It was pleasing to be able to leverage the new assets on site, including Flare bar and Food Republic on our main gaming floor, the new VIP gaming rooms and our new virtual reality ride, the SkySlide. Our focus on compliance has only increased with greater resourcing and growing use of technology across both our host responsibility and anti-money laundering teams. We continue to work closely with our regulator to ensure continuous improvement in this critical space. In an environment where both the attraction and retention of staff is more challenging than ever, we continue to innovate and invest. In Auckland, we opened a brand-new staff restaurant, emulating the look and feel of what our customers experience in our front-of-house offerings. And we're trialing a staff shop where employees can benefit from our purchasing power and pay cost price for basic grocery items such as bread, milk and precooked meals. If it works, and we're already seeing great results in Auckland, we'll roll it out to our other locations so that the SkyCity employee experience is the best it can be.

Hello, everyone. I'm Steve Salmon, the Managing Director of SkyCity's Online Casino, which is licensed out of Malta. I'm talking to you from one of the offices of our partner, Gaming Innovation Group, otherwise known as GiG, here in Copenhagen. We brought them on as a strategic partner in 2019 to help us initiate and drive our digital growth ambitions. Since then, we've taken an 11% stake in the company, making us the largest single shareholder. In FY '22, the financial performance of SkyCity's Online Casino was a true highlight with strong year-on-year revenue and EBITDA growth. Our earnings represented 7% of group earnings. We have more than 50,000 unique active customers in the last financial year, alongside continually improved metrics across customer experience and host responsibility. Competition is strong. The leading names dominating the New Zealand online casino market are the same names dominating the global market. Online has consistently been among the fastest-growing gambling channels in the world with over NZD 200 billion in estimated global revenue even before the pandemic. Over time, this sector has been winning more young customers and engaged gamblers as consumer habits change. The New Zealand market is one of the last remaining significant unregulated markets in the world. We very strongly support the regulation of online gaming in New Zealand with proper emphasis on host responsibility and delivering community benefits.

Hi, everyone. I'm Jo Wong, General Counsel here at SkyCity. As Callum has noted, we take our legal and regulatory compliance obligations very seriously. Our approach is one of continuous improvement. That means we're always looking at ways to enhance how we do things, including our anti-money laundering and our host responsibility practices and programs across the group. In the last financial year, we have made significant investments to enhance our anti-money laundering framework and practices. This has included hiring more employees in Adelaide and in New Zealand, whose sole focus is on detecting and preventing financial crime. Further recruitment is also in the pipeline. We also improved our know-your-customer processes, and we have boosted investment in SkyCity's IT systems to ensure better compliance with our anti-money laundering obligations. We have also worked hard to enhance our host responsibility framework and practices across the group. For example, in New Zealand, we've considerably bolstered the host responsibility team and made further enhancements to our facial recognition technology that assists us to detect long play. And we've also increased staff training in this area. Another priority for us this past year has been responding to AUSTRAC's enforcement investigation and the South Australian regulator's independent review in Adelaide. We continue to cooperate with our regulators and look forward to the completion of these reviews. In recent years, we have seen increased public and regulatory focus on the casino and gaming industry both in New Zealand and Australia. We are committed to ensuring that SkyCity provides safe and responsible experiences for our people, our customers and our communities. And this remains a key focus for the leadership team and the wider organization here at SkyCity.

We know that next year will have its challenges, but we also know SkyCity Adelaide's best days are ahead. And we look forward to strengthening our business, increasing market share and being a stronger contributor to the SkyCity Entertainment Group and our local community. I'm genuinely excited about the great, safe and positive future we are creating at SkyCity Adelaide for all our customers, our staff and our shareholders. And we look forward to delivering and achieving the vision.

There is much to look forward to over the next few years for our New Zealand business. Queenstown remains an international bucket list destination, and our business stands to prosper as both mid- and long-haul international air routes reopen. Our Hamilton property is well placed to continue to benefit from the strong and growing local economy, underpinned by population growth and has exciting plans to further enhance its offering. The outlook for our Auckland property is positive. Key focus areas are to ensure that we are ready to leverage the new car parks under the NZICC that will begin to come back to us around Christmas this year, the opening of the 5-star Horizon Hotel in 2024 and then the New Zealand International Convention Centre in 2025. Demand for the NZICC is strong. And this, in turn, will help drive both occupancy and rate for our hotels and provide a significant uplift in visitation across the precinct. As flights and cruise ships gradually increase back to and then beyond pre-COVID levels, we believe SkyCity New Zealand is well placed to benefit from the strong demand that exists globally whilst continuing to appeal to our locals.

I'd now like to turn to the presentation from SkyCity Chief Executive, Michael Ahearne. Thank you, Michael.

Thank you, Julian. Good afternoon, everyone, and welcome to our 2022 Annual Meeting. Before I begin, I would like to recognize the traditional custodians on the land upon which all our SkyCity sites sit, Ngati Whatua Orakei in Auckland, Tainui in Hamilton, Ngai Tahu in Queensland and the Gaurna people in Adelaide. [Foreign Language] As Julian mentioned, the 2022 financial year was a particularly challenging one for our business due to the impacts of COVID-19 and the ongoing regulatory focus on the casino industry. The COVID-19 pandemic materially impacted SkyCity's operations in New Zealand and South Australia. Our flagship property here in Auckland was closed for an unprecedented 107 days. Similarly, our Hamilton and Queensland properties were closed for lengthy periods. When able to open, our New Zealand properties initially opened and operated under capacity limits and restrictions around social distancing. Our Adelaide property was remaining open for the majority of the 2022 financial year, operated in a highly restrictive environment due to COVID-19 settings, interstate border closures, stay-at-home orders, which materially impacted CBD visitation. Management took steps in response to the COVID-19 disruptions with a focus on cost and CapEx control and initiatives to support our balance sheet, including securing covenant waivers and amendments from our financiers to address the significant impact on earnings over the period. Clearly, a priority for management and the Board has been the health and well-being of staff and customers. We've worked diligently to ensure a safe environment to operate in to give our customers the confidence to return to our venues and enjoy a great experience. Retention of staff has also been a key priority for us as we anticipated that our businesses would recover quickly as restrictions were relaxed. Pleasingly, when able to operate without restrictions, the local businesses in Australia and New Zealand performed strongly, returning to pre-COVID-19 revenue and earnings during May and June, underpinned by robust gaming machine activity, recovery of domestic tourism and effective cost control. As part of our revised operating model, in April 2021, we ceased all dealings with junket operators on a permanent basis. SkyCity Online Casino, enabled by our strategic partnership with Gaming Innovation Group, delivered strong revenue and EBITDA growth despite an increasingly competitive landscape. Additionally, in April 2022, we expanded our strategic partnership with GiG by providing EUR 25 million of equity to support the funding of GiG's acquisition of Sportnco. In return, SkyCity became a major shareholder of GiG, and I have joined the main GiG board. To summarize our performance in financial year '22. Our group reported EBITDA was $96.9 million. Our group normalized EBITDA of $137.9 million was 45% lower than the prior year. 87% of normalized EBITDA was generated from our New Zealand businesses. Our group reported net loss after tax was $33.6 million or on a net -- on a normalized basis, a net profit after tax of $9.7 million. We are very pleased to be moving on from the COVID-19 restrictions in place over the past few years, excited to see our people back and our properties operating very well. Providing safe and responsible experience and environments for our people and customers is of key importance to us and a significant part of our strategic focus. As previously mentioned, we are working hard to continuously enhance our anti-money laundering and host responsibility programs across the group. As noted by Julian, we continue to have regular dialogue and cooperate with AUSTRAC as we respond to its enforcement investigation into SkyCity Adelaide. We also continue to fully cooperate with Mr. Martin KC's independent review of SkyCity Adelaide in light of interstate inquiries into various casino operations in Australia. Responding to these regulatory reviews in Adelaide and the ongoing enhancement of our AML and host responsibility programs remains a key priority for management and the Board. In financial year '22, we increased our investment in our AML and financial crime programs, including the recruitment of additional resourcing, the establishment of a dedicated program management office to drive the implementation of these programs and their initiatives, ongoing improvements in oversight and controls and investment in technology, system and know-your-customer processes. We now have over 30 staff dedicated to enhancing and implementing our AML and financial crime programs in New Zealand and Adelaide, with enhancements implemented in Adelaide being applied across the New Zealand properties where appropriate. SkyCity has also made ongoing progress over the past financial year on initiatives to enhance our host responsibility framework with significant effort, resource and capital allocated to support these initiatives. We have increased resourcing and our investment in technology systems, including advanced facial recognition technology to monitor and control customers' length of stay and specialized customer screening tools in New Zealand. We hope to implement these enhancements in Adelaide, pending approval from the regulator. We continue to have frequent engagement and dialogue with the Department of Internal Affairs, the New Zealand gaming and anti-money laundering regulator. Regular reviews are undertaken by the department on SkyCity's compliance with its anti-money laundering, host responsibility and general compliance obligations. Moving on to our balance sheet. We further strengthened the financial resilience of our business during the past year by removing considerable funding risk with debt covenant waivers. We have continued to receive support from our financiers, including the early refinancing in August '22 of $160 million of debt facilities that were due to mature in mid-'23. To this point, I do want to emphasize that we have and will continue to carry appropriate levels of funding liquidity headroom as a safeguard against our near-term uncertainties, including expected funding requirements in relation to Macquarie terminating the car park concession agreement yesterday. Our liquidity headroom is currently at levels over 3x higher than our treasury policy requires in a normal operating environment. And our current capital management approach is to retain these levels until we have more clarity on any implications on our business from future material uncertainties, including the car park buyback, COVID-19 recovery, macroeconomic factors and potential regulatory penalties. Moving to the New Zealand International Convention Centre and Horizon Hotel in Auckland. We're seeing positive momentum on the project with the roof construction having recently commenced, a significant milestone in reinstating the building post fire. The project remains complex. However, there are no material changes to previous guidance for total project costs of approximately $750 million. SkyCity still expects the total cost to reinstate the property to be covered by insurance or incurred by or sold from Fletcher Construction. The latest program from the contractor indicates completion of the Horizon Hotel during 2024 and the Convention Centre during 2025. As announced yesterday, SkyCity has received a termination notice from Macquarie, which means that SkyCity will ultimately take back operational control of all car parks covered by the concession agreement. Under the terms of the concession agreement, SkyCity and Macquarie must now negotiate to agree or an umpire will otherwise determine a market price for the concession. As flagged in SkyCity's financial year '22 result announcement in August, SkyCity is well progressed on options in line with SkyCity's longer-term capital management strategy for financing the buyback of the SkyCity Auckland car park. And as a reminder, the Auckland car park business is a high-quality, integrated operating asset that is a key driver of local gaming visitation with earnings of $15 million to $20 million EBITDA per annum. Moving now to our trading update and outlook for FY '23. We've had a strong start to the year with revenue and EBITDA exceeding our internal expectations. We achieved group normalized EBITDA in Q1 financial year '23, approximately 10% above pre-COVID-19 levels on a like-for-like basis, which excludes discontinued businesses. The domestic consumer environment remains robust. And despite an uncertain economic environment emerging, the properties are benefiting from operating without restrictions and ongoing growth in domestic visitation. New Zealand performance has been driven by a stronger-than-anticipated recovery of hospitality revenues and positive local gaming performance, particularly from gaming machines in Auckland and Hamilton. We've seen a positive start to the year in Adelaide, achieving its highest revenue result yet in the first quarter. Whilst we've had a strong start to the financial year and the outlook from an international tourism perspective looks positive, we are cautious on extrapolating Q1 performance at this time to the full financial year outlook, given the global economic uncertainty and how this will impact the domestic economies in which our businesses operate. We continue to support regulation of online casinos in New Zealand. We are confident that a significant omnichannel opportunity exists for SkyCity if the New Zealand online market becomes regulated, given the existing sizable, addressable market and the unique opportunity SkyCity has to offer an integrated off-line and online experience to customers. In concluding, I would like to thank the SkyCity whanau, our Board and management team and the incredible staff for their resilience and ongoing commitment to SkyCity. Their dedication has been critical to our ability to navigate quite a challenging period. SkyCity is a great and vibrant business. We have world-class gaming, hospitality and tourism assets and an exciting opportunity to leverage on domestic customer demand, recovery of tourism, investments in our properties in Adelaide and Auckland, the opening of the NZICC and Horizon Hotel and the omnichannel opportunity to grow shareholder value. I'd also like to thank our shareholders for their support and patience over the last 2 years, which has been an extraordinarily challenging time for the business. And to our other external stakeholders, from our regulators, financiers, suppliers through to our customers, SkyCity does not exist without you. A big thank you for your ongoing support, and we look forward to an exciting future together. That concludes my address. Thank you, Julian.

Thanks, Michael. We will now hear from the chairs of the Audit Committee, People and Culture Committee and Risk and Compliance Committee as well as from the Chair of the SkyCity Adelaide Board. First up, I invite Jennifer Owen to address the meeting on the activities of the Audit Committee.

Thank you, Julian. Good afternoon, everyone. The focus of the Audit Committee's work in 2022 were in financial reporting and liquidity, the group AML enhancement program and the group risk program. In the area of financial reporting and liquidity, in 2022, the Audit Committee was responsible for ensuring sufficient funding, in particular, an appropriate capital structure and maintaining open dialogue and support from our investors and lenders; maintaining visibility of our profitability, particularly given the significant closures through the year and operating restrictions when open; maintaining adequate insurance coverage for key risk factors at acceptable pricing; ensuring accurate and timely financial reporting; and compliance with taxation obligations. Particular challenges during the year were the full year '22 accounts were once again characterized by complexity around the significant reliance on estimates for the NZICC fire, including cost of demolition, estimated cost of reconstruction and completion. Further complexity is expected for the 2023 accounts as work on the project continues. The implementation of revised IFRS Interpretation Committee guidance on the treatment of SaaS contracts saw prior year adjustments and implications for current and future years' operating profits. As already highlighted in our financial report, in the first half, our flagship property in Auckland was closed for 107 days, Hamilton for 65 days and Queenstown for 22 days with reduced operations once opened for the third quarter. Thus, management of liquidity to ensure sufficient funding given the operational closures during the year was a critical focus to ensure uncertainty around the pandemic's ongoing impact on cash flows and contingencies was well covered. Despite these challenges, the company maintained its BBB- rating with Standard & Poor's with a stable outlook. AML enhancement was a key work stream in 2022, and the work continues. The AUSTRAC enforcement investigation around anti-money laundering, counterterrorism financing, referred to as AML/CTF compliance, and the review launched by the South Australian Department of Consumer and Business Services in response to other regulatory reviews of casinos across Australia have both engaged an enormous amount of Board, committee and management time during the year. Given the seriousness of the matter, AML/CTF risk governance was elevated to the Board for much of the year. The Board, management and Audit Committee seek to comply at all times with relevant laws and aim for industry best practice in this area. The third area of the committee's key focus areas in 2022 was group risk. Each year, the top risks, risk appetite and risk culture are assessed and built into the audit plan. The focus of internal audits is to evaluate the adequacy of control design and the operating effectiveness of controls. Key work streams during the year were: firstly, integrity and compliance of the gaming operations across all properties. The AML enhancement program has been a key focus for Adelaide and New Zealand. In 2022, we improved our processes around the identification of high-risk and politically exposed customers and introduced lower transaction thresholds for enhanced and ongoing due diligence of customers. Improving procedures, training, documentation, reporting and the improved use of automated systems will continue to be a key focus of the business units and for review and assessment by group risk. Additional assurance testing is undertaken by external audits of AML/CTF compliance every 2 years. The second key area was the review of our International Business segment. In readying for border reopenings and the assurance around the amended business model for high-value customers, our International Business operations were reviewed. The Board made the decision to terminate junket relationships and impose lower transaction thresholds for enhanced and ongoing due diligence required of customers, including source of wealth/source of funds checks at lower customer thresholds. The increased scrutiny on AML and CTF risks will be a continued focus in this area as borders reopen. The third key area was our review of host responsibility. Reviews across the properties in the areas of host responsibility were conducted during the year. No compliance issues were noted, but areas of continuous improvement were raised and activated. The quality assurance program is driving an uplift in host responsibility culture and documentation. Additional assurance testing is undertaken through external audits of our host responsibility program every 2 years. A number of other reviews were conducted during the year across other aspects of the business operations with no material compliance breaches noted. The decision was taken during 2022 by the Board to establish a Risk Committee to bring together several risk exposures which had been separately considered by the Audit and Risk, Sustainability and People and Culture committees. The Audit and Risk Committee has been renamed the Audit Committee to reflect the change oversight regime. The financial control environment remains within the ambit of the Audit Committee. The committee will remain the governing committee for internal control assessments and assurance around financial controls, preparation of financial statements, the appointment liaison assurance and signing off by external auditors of the financial statements as well as considerations around capital structure, liquidity, dividend policy and taxation. That concludes my report. Thank you, Julian.

Thank you, Jennifer. Next, I will speak to the activities of the People and Culture Committee as Chair of this committee. In addition to being the Chair of the SkyCity Entertainment Group, I also chair the People and Culture Committee. Key areas of coverage for the committee are remuneration, particularly that of the senior leadership team; diversity and inclusion; succession planning; talent attraction; and culture. Through the year just passed, we have devoted considerable work to a revised short-term incentive program with the incorporation of compliance goals linked to improvements in processes and performance in AML, host responsibility and health and safety. In addition to this, we have introduced the ability for the Board to reduce the overall payment of the short-term incentives if we see substandard outcomes in these areas. These changes are designed to strongly signal the importance of compliance within the business and a part of driving a culture and outcomes accordingly. In the coming year, we are continuing this work, and we'll be restructuring the long-term incentive program with similar goals in mind. Diversity and inclusion are an important part of the committee's focus and has been embedded deeply at SkyCity for some time now. Claire Walker, the Chief People and Culture Officer, has been a strong advocate in this area. Our target for gender representation is based on the 40/40/20 approach. I'm pleased to report that this target was met for the SkyCity Board and offices in 2022. We regularly monitor gender and ethnic pay gaps and have received recognition for being an early adopter of transparency in this space. We are very supportive of the SkyCity Inclusion Council, which assists employee-led initiatives for various employee communities. In the culture area, staff engagement surveys have been run on a regular basis. This year, we also ran a specific risk culture survey to gain insights into how confident employees are in identifying and reporting risk such as poor AML or host responsibility practices within the business, how -- and how well they feel supported by the company in the same. The survey uptake rate was 74%, which is good, and the responses were generally very positive. However, we will do more in this space. And probing and monitoring culture, especially around risk, will be an ongoing focus for the committee. In addition to remaining a positive place to work, which can attract talented employees, it is critical that we maintain a continuous improvement focus in the space of risk, particularly AML, host responsibility and health and safety. The committee's work program ahead of us reflects this. The final area I will touch on is employee attraction and retention. This is a difficult area given the tight labor market currently. The management team regularly discuss their initiatives in this area with us, which are having an impact with an improving position. Next up, I will invite Kate Hughes to speak to the activities of the Risk and Compliance Committee.

Thank you, Julian. [Foreign Language] Good afternoon. My name is Kate Hughes, and I'm pleased to be appointed as the Chair of the newly created SkyCity Risk and Compliance Committee. I'm delighted to be here today for my first annual meeting and to meet our shareholders. The establishment of this new committee is one transparent indicator of SkyCity's commitment to enhancing and continuously improving our risk management and compliance programs. The Board of SkyCity has always had a strong focus on both risk management and compliance as a core responsibility of the directors, and this previously formed part of the charter of the Audit and Risk Committee and the Sustainability Committee. However, we're conscious that our operating environment is changing, and it's becoming more challenging as new risks and obligations are emerging. We also recognize that the expectations of our shareholders, the community and other stakeholders are lifting and appropriately so. We want to ensure that we are in the best possible shape to manage those risks, comply with our regulatory obligations and meet all of our stakeholders' expectations. We also recognize that trust is inherent in our social license to operate, and that trust relies on robust and resilient risk management and compliance capability and processes. By establishing this new committee with a dedicated focus on risk management compliance, we will bring enhanced intensity and dedicated attention to SkyCity's risk management and compliance performance. In addition to risk management, this committee is specifically charged with the oversight of several specialized compliance areas, including workplace health and safety, host responsibility, anti-money laundering and casino licensing, many of which underpin both our regulatory obligations and also our social license to operate in all of our communities. This committee will also bring important independent oversight of SkyCity's whistleblower compliance and management of any protected disclosures. I'm privileged to chair this committee and bring more than 25 years' experience in risk management and compliance to the role. I've led risk management and compliance functions at an executive level in several large, listed companies across telecommunications, fast-moving consumer goods and agribusiness sectors. I've also chaired Audit, Risk and Compliance Committees as a nonexecutive at several large complex and heavily regulated organizations over the past 5 years. Establishing this committee sends a strong signal about our commitment to protect and harness the strength of SkyCity's brand and value proposition to our shareholders, our people, our patrons and the broader communities in which we operate. Thank you for your support. That's all for me. Thank you, Julian.

Thank you, Kate. We will now hear from Glenn Davis, who is the Chair of the SkyCity Adelaide Board. Glenn joins us now via Zoom. Thank you, Glenn.

Good afternoon, everyone. I'd like to acknowledge the Gaurna people on whose land I join the meeting today and pay my respects to their elders. Firstly, please let me apologize for not being able to join you in New Zealand in person today. When I came on Board in September, there were some early commitment conflicts that prevented me from being in New Zealand at certain times. And unfortunately, today is one of those times. I'm sure you'll all be very interested to hear about what's happening at SkyCity in Adelaide, the owner of the South Australian casino license. The Australian casino industry has received intense focus and is the subject of close review, all of which you've no doubt been reading about in the media. Our operations in Adelaide are no different. As you've heard earlier today, we're the subject of 2 inquiries, the first by AUSTRAC, reviewing our compliance with Australia's anti-money laundering laws; and the second, Mr. Brian Martin, as to whether SkyCity Adelaide as a suitable person to continue to hold the Adelaide license and SkyCity Entertainment Group as a suitable person to be a close associate. Both inquiries are a very detailed, and huge amounts of information have been supplied in both cases. At every step of the way, SkyCity Group has provided full cooperation, full and complete disclosure and has been completely open and transparent. It's been a heavy burden on our people, but they continue to work very hard to meet the demands of the inquiry schedules and to do all they can to cooperate fully. We're grateful and thank them for their continued hard work and commitment in that regard. And whilst we'd all like to have the inquiries behind us and know the answer, it's too early for us to say anything definitively about where those inquiries might go. What I can tell you is that our work to review our practices given the heightened industry scrutiny, we identified areas where enhancements to our anti-money laundering program were required or were appropriate. We've used independent experts to review our operations and assist us in that process, and we're adopting a large range of recommendations to uplift our processes, our systems and our culture regarding anti-money laundering compliance. As I said, I can't go into the detail of the AUSTRAC inquiry in an attempt to foresee its end point and outcome, but we obviously face the risk of enforcement action and penalties if the regulator takes the view that our performance was at a standard that warranted that. Let me be clear, though, whatever the outcome, SkyCity doesn't want criminal activity to infiltrate its properties and in no way wants to be involved with those who are seeking to launder the proceeds of criminal activity or otherwise avoid the law. The use of money laundering are many, and we want no part of it. At the same time, we also took the opportunity to further review and enhance our host responsibility program and our efforts to ensure we do all we reasonably can to protect those susceptible to the harms of problem gambling. Again, let me be clear, we're doing the best we believe we can to ensure we're providing a responsible and safe environment for entertainment and gaming, and we seek to work with those who are potentially exposed to harm through problem gambling to help them. These processes both in relation to money laundering and host responsibility are not, however, one-off fixes that we can set and forget. We have a responsibility to you, our shareholders, and also our customers to ensure we continually improve in both areas and to meet both the regulators' and society's expectations of us as a leading entertainment and gaming provider. There's a lot more to be done, but significant improvements have been made. And we'll continue to enhance our programs and our performance. I'd like to leave the regulatory landscape now and talk briefly to operational performance in Adelaide. Just a reminder, whilst we're not in Auckland, it is a reasonable-sized business with 1,080 electronic gaming machines, 120 table games, 138 automated table games and consistent with the great entertainment venue that it is, a dozen bars and restaurants. And of course, as David mentioned in the video, the casino is now integrated with one of South Australia's, if not Australia's, leading hotels in Eos. It's a wonderful property. And if you head to Adelaide, make sure you treat yourself to a stay. I did recently. It's an absolutely wonderful experience and a great property. Suffice to say, however, it was a tough FY '22 for Adelaide. Our normalized revenue was $184 million as we were impacted by COVID restrictions. But the good news is that we've moved into FY '23, and Adelaide is performing well. Customers are on the rise, and the traffic through the asset is returning to more normal cycles. Like all businesses at the moment, we do, however, face challenges in human resources and cost inflation, including, of course, the additional cost of the inquiry, as I mentioned. But David Christian and his team have shown great resilience throughout and are working hard and creatively to drive improved operational performance across the business. It's early days as Q1 is only just behind us, but we're confident of a better FY '23 as we, at the same time, continue to fully cooperate with both inquiries and focus on the continued and ongoing improvement in our anti-money laundering and host responsibility programs. With that, Julian, I'll hand back to you. Thank you.

Thank you, Glenn. That concludes the Chairs' reports. In the Notice of Meeting, we invited shareholders and bondholders to submit questions prior to the annual meeting. No questions were received by the deadline. I now open the meeting for questions and comments from shareholders or from anyone who has been appointed as a proxy or a corporate representative about the operations and management of the business. I will either answer your question myself or redirect it to a Board member or to the Chief Executive Officer as may be appropriate. Are there any questions?

Thank you, Julian. Our first shareholder question relates to virtual meetings. "We love to present in person to the Annual General Meeting to hear from the Board and management in the theater and to discuss the company's prospects with directors and management after the meeting. We then like to go down to the first floor to engage in the endless fascination of pokie play. Mr. Chairperson, can you please confirm that you will be holding a physical AGM in a year's time?"

Well, look, I have found the last few years of these virtual meetings a little odd as well, and we would very much like to have you back in here at some point. The Board is to discuss -- well, we'll discuss this at some point. But certainly, from my own perspective, we would very much like to have in-person meetings, albeit we will probably keep an online component just to allow our shareholders who are not able to be present to still see what's happening and ask us questions.

Our next question relates to the AUSTRAC investigation into SkyCity Adelaide. "Does the AUSTRAC investigation have any disclosed end date? In other words, is there a timetable associated with their investigation or could it drag on for years?"

We do not know of the nature of the timetable going forward. We know that there has been a lot of work done by AUSTRAC. They have been investigating now for over a year. We are up to our ninth information request from them. So there is a large amount of documentation and information which has been provided to them. Our management team work quite closely with them with regular catch-ups. So they are certainly progressing their investigation well. But I cannot, unfortunately, give you a timetable as to how it will go going forward.

Our next question relates to anti-money laundering. "You seem to be behind the eight ball in regards to AML legislation, i.e., reacting to censure as opposed to being ahead of the game. Why aren't the appropriate safeguards in place? And what a management and the Board doing to address this?"

Look, I'm not going to argue with your comment around being behind the eight ball. Suffice to say, myself and the rest of the Board and the management team will find that position as being quite disappointing. We are not happy with it. We will not be staying behind the eight ball, I can assure you of that. There will be a fairly singular focus from myself, the Board and the management team as to taking us forward to a position where we can say quite honestly, we are best practice and we are ahead of -- well ahead of any minimum standards. We have had previous reviews from AUSTRAC in 2016 and regular external audits of our anti-money laundering processes in Adelaide, which came back clean. But that does not change the fact that we have found areas where improvements are required. What is happening? Well, I think from a Board perspective, this would be the largest piece of work that the Board spends its time and focus on. And certainly, within management, there is an incredible degree of focus being applied to this. There are a number of things happening across the business. From a governance perspective, we have talked about the creation of the Risk Committee, which will give a much greater focus and lens to anti-money laundering and host responsibility. Particularly, both Kate and Glenn have given an overview from a Risk Committee perspective of their focus areas. And from an Adelaide Board perspective, there is the focus area there. Both of those have, again, a very strong focus on risk and lifting our processes in those areas. And I think when we look through the kind of initiatives within the business, there is a range of things. These solutions, it's never one thing that fixes these sorts of issues. It is multiple things across the business. So from a people perspective, in AML, Michael mentioned, we now have about 30 people in the group dealing with this. When you include host responsibility and group risk functions, we have around 100 people across the group dealing with these areas. This would be up from about 30 sort of 3 years ago, I would say, so significant application of people and resources, and we will continue to do that until we are happy with how these areas are performing. There is significant investment in systems, particularly IT and training and culture, which we have talked about and we will continue to look closely at. We will be strengthening considerably our internal and our external audits of these areas. The external audits will be reporting directly to our Risk Committee. And I think we've touched also on incentive program. So whether it is STI or LTI, there is a very clear signal to management and the entire business from the Board that this is a very important area for -- to get right. So I think this focus is not over the short term. This will be over the next sort of months and probably years to get us to a position where we're happy and we're proud to be there. So hopefully, that answers your question.

Moving on to the next question. "As a shareholder from the inception of SkyCity, I'm not happy that shareholders are precluded from a face-to-face meeting with directors and management at this AGM. Especially as in recent times, there appears to be a revolving door of short tenure for some. Why are there 3 directors sourced from Australia? What process was undertaken to choose them? Why should we vote for them? How will they fix the charges of corruption levied against the running of Adelaide casino?"

Thank you. There was a few questions in there. I'll try to deal with them one by one. So firstly, face-to-face meetings, look, we are hopeful that we can return to these at some point. And as always, any shareholder is free to ask for a meeting at any point through the year if they really want to talk about anything. We're not trying to hide. Number of short-term directors on the Board. Well, clearly, the Board is in a period of refresh at the moment. And yes, we do have a number of new directors on the Board. I mean, what I can assure you is from what I see -- well, from my own personal commitment to this is quite high. I see an equal commitment from the other directors we have on the Board. I see that the Board works together very well, and I see that it adds a lot of value. And we hope to continue that. So there's certainly no lack of focus or intensity or value add from directors on the Board. As to having a number of Australians on the Board, well, we like Australians. We like Adelaide. There's nothing wrong with Australians. In fact, the ones we have add considerable value to us. So at the moment, we have Chad Barton, who has very good industry experience and is a very, very valuable director for us. We have Kate with an extensive risk management background, who is heading our Risk Committee. And we have Glenn, again, with a very good risk grounding and a very good represented us -- representative for us in Adelaide. So I think both of those 3 people add considerable value. We have also Jennifer who is stepping off the Board, who has added considerable value from her industry expertise and knowledge. Going forward, you can expect, however, there to be some more New Zealand directors at some point as we will rebalance.

Next question relates to the car park concession agreement. "What are the bottom line impacts of the Auckland car park contract cancellation expected to be over the coming years? Why wasn't the car park remediation completed ahead of the deadline? And is another buyer being sought?"