Steadfast Group Limited (SDF) Earnings Call Transcript & Summary

October 27, 2020

Australian Securities Exchange AU Financials Insurance shareholder_meeting 50 min

Earnings Call Speaker Segments

Francis Michael O'Halloran

executive
#1

Good morning, ladies and gentlemen. My name is Frank O'Halloran, Chairman of Steadfast Group Limited. And on behalf of the Steadfast Board, I am pleased to welcome you to Steadfast's first virtual Annual General Meeting. As I'm in Steadfast's head office in Sydney, I would like to acknowledge the Gadigal people of the Eora Nation and pay my respects to their elders past and present. Due to COVID-19, we are holding a virtual AGM to avoid a large gathering of people; and to protect our shareholders, our staff and the broader community. We also hope that holding a virtual meeting will encourage greater participation and engagement from our shareholders. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly. As a quorum is present, I declare the meeting open. I would now like to introduce the directors and company Secretary of the company who are presently with me today: the Managing Director and CEO, Robert Kelly; the nonexecutive directors, David Liddy, who is also Deputy Chairman and Chairman of the Remuneration and Succession Planning Committee; Gai McGrath; Anne O'Driscoll, who is also Chairman of the Audit and Risk Committee; Philip Purcell; Greg Rynenberg, who is joining us remotely from Queensland; and the group company Secretary and Corporate Counsel, Linda Ellis. Also with us remotely from Queensland is Scott Guse, relationship partner of KPMG, our auditor. Our CFO, Stephen Humphrys, has joined us in the room. Other executives and staff are joining us virtually. The meeting will proceed as follows. I will provide an opening address; and then will -- I will then ask Robert Kelly to speak about the company's performance, strategy and outlook. I will then deal with the business -- the items of business in which -- in the order in which they appear in the AGM notice of meeting. Shareholders will be given the opportunity to ask questions in relation to items of business being considered at this meeting. I will now deliver the Chairman's address. Ladies and gentlemen, the COVID-19 pandemic has caused us to adapt to new ways of doing things, including the need to hold our 2020 AGM virtually rather than in a physical location. The past 8 months have been extremely difficult for many businesses, households and employees. Steadfast Group is in the business of assisting its clients to obtain the necessary security by way of insurance for their assets, businesses and their employees; and the need for these services continues unabated. Our broad client base, extensive network, comprehensive product range and our focus on quality service, together with our resilient business model, have enabled Steadfast Group to continue its track record of strong growth in revenue and underlying profitability for shareholders since listing in 2013. On behalf of our Board of Directors and senior management and all employees of Steadfast, I am pleased to report that financial year '20 was another record year in which Steadfast continued to deliver sustainable revenue and profit growth, with the underlying result at the top end of our pre-COVID-19 guidance. Steadfast Group produced a 15.5% increase in underlying earnings before interest, tax and amortization, called EBITA, to $223.5 million; and a 22.6% increase in underlying net profit after tax to $193.4 million (sic) [ $108.7 million ]. Pleasingly, we reported growth of 13.4% in underlying earnings per share to $0.127 per share. In late August last year and at the end of the 2019 AGM and the FY '20 half year release, we advised shareholders that Steadfast Group would report a statutory net loss from the requirement under Australian accounting standards to expense the cost of the acquisition of IBNA brokers and the cost of the rights to professional services fee rebates from a number of the Steadfast Network brokers. Even though the 2 transactions will be accretive to underlying earnings, the cost expense was $135.8 million. At year-end, the Board felt it prudent to raising an impairment provision of $40.7 million against the carrying value of intangible assets and goodwill of some of our equity brokers, including the potential impact of COVID-19. These 2 non-trading losses resulted in our strong underlying profit for the year being reduced to a statutory net loss of $55.2 million for FY '20. The FY '20 performance and continued strong cash flow allowed the Board to pay a fully franked dividend of $0.06 per share, up 13.2% from the final dividend for FY '19. This took the total dividend for the year to $0.096 per share, fully franked, an increase of 12.9% on FY '19. The total dividend represented a payout ratio of 76%, consistent with our FY '19 payout ratio and our policy of balancing a healthy return for our shareholders with ongoing investment to continue our track record of growth in the business. We continued to be prudent with our capital management, with debt-to-equity ratio at 30th of June 2020 of 21.5% compared with a Board-mandated maximum of 30%. This excludes debt required for our premium funding business, which is only secured against the premiums being funded for our clients. We only used your capital for acquisition opportunities that meet our disciplined criteria, in particular cultural fit and earnings accretion in the first full year. We made a total investment of $191.6 million during FY '20, including the acquisition of IBNA Limited, adding approximately $1.3 billion of annual gross written premium to our network. We also completed the PSF, policy service fee, rebate offer with a 74% acceptance rates -- rate from our network. And we made numerous changes in our equity holdings and new bolt-ons. Given the acquisition activity, in December last year, Steadfast raised $119 million via placement and a share purchase plan. In January 2020, we increased our corporate debt facilities from $385 million to $460 million and extended the term of these facilities. As at 30th of June 2020, the group had $181 million of unutilized capacity available to fund future corporate activity. There is significant headroom in our corporate debt covenants. Since year-end, Steadfast has invested $110 million in accretive acquisitions and currently has unutilized facility capacity of $134 million. Steadfast continues to promote corporate social responsibility and diversity. Building a culture that supports diversity; and enables us to achieve our purpose, vision and strategy in an ethical and responsible manner is a priority at Steadfast. Our culture is key to ensuring that we are focused on our motto of none of us is as good as all of us by working together as a team. We actively promote the health, safety and well-being of our people. We have had no material work, health and safety incidents during the year. In response to the health risks associated with COVID-19 pandemic, Steadfast adopted our crisis management plan, seeing all employees working remotely from home from Tuesday, the 24th of March. This has enabled employees to social distance, isolate and safely continue their employment whilst allowing the business to continue to effectively operate for our clients and our shareholders. Some of our team have returned to the office on a part-time basis under the COVID-19 safe practice. As part of our commitment to corporate social responsibility, in March this year, Steadfast conducted its annual employee engagement survey, which measures the emotional connection people have to the group. This year, with a participation rate of 86%, the group-wide engagement scores was an amazing 71%. This result continues to place Steadfast in the performing or highly engaged zone and is 10% above the Australian industry norm. Steadfast believes that we perform better as a business with diverse people and an inclusive culture. It helps us attract, retain and motivate the best people. This year, we established a Diversity and Inclusion Committee, putting more structure around our approach and fostering and promoting the culture of diversity and inclusion at Steadfast. We are proud of our diversity. And we are committed to inclusion at all levels regardless of gender identity, age, disability, ethnic background, religious beliefs, cultural background, sexual orientation or socioeconomic background. Steadfast launched our first Reconciliation Action Plan, Reflect, in March 2020 as part of our broader commitment to corporate social responsibility and diversity and inclusion. Steadfast's commitment to this initiative is the beginning of our journey to supporting reconciliation in Australia in a structured, relevant and respectful way. The 3 pillars of reconciliation, respect, relationships and opportunities are our guiding principles on this journey. Our 2020 annual report further details our commitment and approach to both corporate and social responsibility and governance. Steadfast Group continues to be focused on governance and risk management to promote long-term profitability and sustainability and create shareholder value through continuous improvement in all aspects of the business. We strive to meet sound corporate governance expectations as part of Steadfast's broader responsibility to its shareholders, employees, the Steadfast Network brokers and their clients, strategic partners and the communities in which we operate. We have detailed frameworks in place and conduct regular reviews of our equity-owned businesses. I am pleased to report another year that there were no material departures from the governance principles or framework that we have put in place. Shortly, shareholders will have the opportunity to ask questions and vote on the remuneration report. The Board firmly believes in our executive incentive structure, which we reward sustainable and consistent growth in earnings per share, individual performance and increased total shareholder return. Our executive team is incentivized to grow diluted earnings per share in FY '21 by a minimum 7.5% per annum, previously 5%, as mentioned in our annual report. Short-term incentives do not commence until this minimum EPS growth and 60% of personal objectives are achieved. To ensure that there is a strong focus on short- and longer-term sustainable growth of the company, maximum short-term incentives will now be rewarded when underlying diluted earnings per share growth of 12.5%, previously 10%, is achieved, with an outperformance incentives for underlying diluted earnings per share growth of between 12.5% to 15%, previously 10% to 12.5%. We have increased our short-term incentive thresholds due to our -- to shareholder input and our revised FY '21 guidance, which Robert will detail shortly. Long-term incentives reward consistent growth in underlying earnings per share of a minimum 5% per annum or more and outperformance against non-mining ASX 200 companies based on total shareholder return. The performance of the management team has been superb over a number of years, and this is reflected in the strong increase in shareholder value and the incentives paid. Robert Kelly will provide more detail on our strong start to FY '21 with a first quarter trading update and the outlook for the full year, subject of course to the usual caveats and COVID-19. In closing, I would like to thank all our employees, led by our highly experienced and hard-working Managing Director and CEO, Robert Kelly, for their amazing efforts and adaptability to deliver continued excellent results for our shareholders, in particular over the past 6 months of major disruption. Our performance would not have been possible without the strong contribution from Steadfast brokers, Steadfast Underwriting Agencies, our complementary businesses and the loyalty of our clients. I would also like to extend my gratitude to my fellow Board directors, who continued to be focused on strong corporate governance and driving shareholder value. Finally, I wish to convey my appreciation for the ongoing support from our shareholders as we continue to build the Steadfast Group. Your Board and management team will continue its main focus on growing your investment in Steadfast Group which -- whilst acting in a transparent and ethical way. I will now hand over to Robert to address the meeting. And thank you.

Robert Kelly

executive
#2

Thank you, Frank. And good morning to everybody in this unusual time. As Frank has mentioned, it has been a challenging 8 months for many, but I'm pleased to report that FY '20 has continued our year-on-year record growth since our IPO in August 2013 despite the uncertainty of economic impact to business and the population that our broker network serves as a result of COVID-19 pandemic. Since the IPO has provided shareholders -- we have provided shareholders with sustainable compound annual growth on all underlying measures. Our underlying earnings before tax -- interest, tax and amortization over the past 7 years has grown by 21.9% per annum, with our underlying earnings per share growth up 13% per annum in accordance with our long-term sustainable growth strategy. This growth rate is, very importantly, after the 1.7% impact of our investments in Steadfast Technologies insurTech product range. I'm pleased to say that our dividends to shareholders have also grown by a compounding annual growth rate of 13.5% during this time. Our financial year '20 results are again driven by organic growth, acquisition and insurance broking and underwriting agency divisions, which have delivered underlying earnings before interest, tax and amortization of 15.5% to $223.5 million; and underlying net profit after tax up 26.6% to $108.7 million. We are a working capital- and capital expenditure-light business. Earnings were translated into cash flow throughout the year. Pleasingly, we had no cash flow deterioration during the year despite the COVID-19 impact, with 100% of underlying net profit after tax and amortization converting to cash. This cash has been utilized to further fund acquisitions, our continuing technology investment and increasing dividends to shareholders at a consistent payout ratio of circa 75%. These results demonstrate the resilience of the Steadfast Group business model. At IPO in August 2013, we presented a business model that would successfully operate through all economic cycles. Our history, including the recent COVID-19 conditions, has proven this to be the case. The Steadfast Network brokers gross written premium grew by 34.8% to $8.3 billion in financial year '20. During the year, the number of network brokers significantly increased from 375 to 458, thanks to the successful IBNA transaction. Our full suite of services, including our insurTech capabilities, attracted the IBNA network to join Steadfast. We now have 393 brokers operating in Australia, 49 operating throughout New Zealand and 16 in Singapore. Strategically, we also continue to hold a 40% interest in unisonSteadfast, headquartered in Hamburg, Germany, with its network consisting of 238 -- 236 brokers across 130 countries around the world. The revenue increases in our broking network was up 10.2%, including organic growth contained within that of 6.3%. The revenue growth translated to 7.3% organic growth at the EBITA level. The total underlying EBITA growth was 23.9%, assisted by acquisitions, including the professional service fee rebate that we acquired from the network. Insurers continued to raise premiums throughout the year, and this has also assisted our organic growth. Steadfast Underwriting Agencies continued their excellent growth, following on their fantastic performance in financial year '19. The outstanding portfolio of underwriting agencies continued to benefit from the premium rate cycle. We experienced significant growth across most agencies despite the COVID-19 impact on a trading period. And most agencies saw premiums from insurers grow to rise and the volumes maintained consistently during 2020. The business generated over $1.3 billion of gross written premium, and that was 13.1% increase from financial year '19 mainly driven by organic growth. EBITA increased by 14.7% during the financial year, [ brand and ] New Zealand insurance brokers accessing and using the platform. $638 million of gross written premium was translated -- transacted through the client trading platform as brokers take advantage of the efficiency, full market access and immense client benefits that the platform facilitates. Over the last 10 years, Steadfast has expended $65 million in the development of the global insurTech product suite. This investment resulted in a 21.1% return on capital invested for financial year '20, mainly from the policies traded on the Steadfast Client Trading Platform. This return will accelerate as more brokers trade through the platform. The Hayne royal commission findings, combined with the impact of COVID-19 pandemic, means the use of our technology is now more important than ever, delivering our brokers and their clients superior policy coverage, flat remuneration and immediate facilitation of transactions on a contestable platform. Steadfast Client Trading Platform now offers 9 business lines covered by 14 major insurers. This year, to drive increased usage at the Steadfast Client Trading Platform, we are adding more product lines, new insurers; and expanding our auto-rating capabilities on the platform. Overall, the first quarter EBITA is 20.7% ahead of the same period last year. This is a tremendous start to financial year '21. Insurers have continued to increase premium rates and volumes have held firm. Steadfast Underwriting Agencies continue to outperform with strong organic growth. Expense savings against budget are being achieved at the group level and across our portfolio of businesses. [ And on ] 30th of June 2020, Steadfast invested $110 million of earnings per share, EPS, accretive acquisitions. That's what we always maintain to try and do is to make EPS accretion. As part of our commitment in servicing our broker network; and supporting their audit, compliance and customer experience, Steadfast has recently acquired Gold Seal, a leading provider of compliance, human resources, training and education services to the general insurance intermediaries in our network. As Frank has mentioned, we presently have, in addition to our working capital, unutilized capacity in our corporate debt facility circa of $134 million. Our technology platforms INSIGHT and the client trading platform set our service offering apart from other broker networks. We continue to invest in expanding our technology capabilities, and pleasingly, our scheduled rollout for FY '21 is ahead of budget. Over the quarter, we have seen usage of technology continue to grow, with the 677 million of Steadfast Client Trading Platform volume in the 12 months to 30 September 2020. The rollout of INSIGHT continues to progress, with 150 brokers on the system as at the 30th of June -- 30th of September, I'm sorry, 2020. Given the excellent first quarter and the initiatives I've just outlined, your Board is pleased to upgrade the financial year '21 guidance announced in August 2020. The revised financial year '21 guidance is for an underlying EBITA of $245 million to $255 million, an underlying NPAT of $120 million to $127 million. This translates to growth in underlying diluted earnings per share of 10% to 15%. Whilst there is considerable uncertainty prevailing in the global economy, trading and this experience in the last 6 months provide confidence as to the resilience of the insurance broking and underwriting agency businesses. The guidance remains subject to trading assumptions and key risks noted in this slide and our annual report, in particular the impact of COVID-19 on the economy. We continue to have a strong pipeline of acquisition opportunities. I'd like to thank our employees, directors, Steadfast Network brokers, Steadfast Underwriting Agencies, our complementary businesses, our strategic partners for contributing to our record trading performance this year. I'm proud of the way our people have adapted to the new circumstances, allowing Steadfast to maintain our broker service levels and support their clients as they navigate the impacts of COVID-19. I'd also like to thank our shareholders for their ongoing and continued support. I look forward to continuing to work with our stakeholders, deliver value for our shareholders. I will now hand back to Frank. Thank you very much.

Francis Michael O'Halloran

executive
#3

Thank you, Robert. We will now proceed with the formal business of the meeting. I propose to take the notice of Annual General Meeting as read. Also, I will dispense with the formality of moving or seconding resolutions, as all matters are properly before the meeting. Voting on the resolutions will be conducted by way of poll. Please note that only shareholders, proxy holders or shareholder company representatives may vote. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. If you're having any difficulties, please refer to the guide available in the AGM tab in the online Steadfast Investor Centre. There is also an AGM help line provided. Shareholders participating online through the virtual meeting website have the opportunity to ask questions on each matter being put to shareholders. [Operator Instructions] Following the voting, general business questions will be taken. Shareholders' questions received prior to the meeting will be addressed after the formal business of the meeting. Each resolution set out in the notice of the meeting is an ordinary resolution and, as such, must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Results of the poll will be announced through ASX -- the ASX as soon as practicable following the conclusion of this meeting. The first item on the agenda is to consider and receive the financial report for the company and its controlled entities, the directors' report, the auditor's report for the financial year ended 30th of June 2020 as set out in the company's 2020 annual report. These documents have been made available to shareholders. There is no vote on this item of business. Are there any questions online?

Linda Ellis

executive
#4

Chairman, we do have 3 questions online, and the 3 questions each relate to COVID. The first one is how well the company is prepared for COVID. The second, if I read all 3, what changes are likely for the company as a result of COVID-19? And finally, how has the business been so resilient through COVID-19?

Francis Michael O'Halloran

executive
#5

Thank you, Linda. Robert, seeing you have been living and breathing this every day for the last 6 months, I'll hand over to you. In fact, for the shareholders: Robert and the team have just done an amazing job, as you probably can see from the numbers that they put forward a few moments ago. Okay, Robert?

Robert Kelly

executive
#6

Thank you, Frank. They're good questions and they're appropriate for the performance of the company. So how were we prepared for COVID-19? We weren't prepared for actually a COVID-19 pandemic. We were prepared for a disruption in the company. And we were very fortunate that we had -- the Board is very strong on this aspect of how the company can survive during a whole range of things, which I won't canvass with you now, but we ran a full breakdown as if the company -- as if the premises here,in Bathurst Street had been impacted by a bomb explosion. And we did that 6 weeks prior to the actual outbreak of COVID-19. And I can tell you that we found some gaps in the way we did things, and we found some areas that we could improve. And so what we did was we diligently went about implementing the things that needed to be effectively remedied immediately, for fear that there could be a real bomb attack or in fact a disaster that could hit Bathurst Street. So when COVID-19 hit, we were almost ready to have everybody on this -- in this place here able to operate from home. And sometimes, you have to reflect a little bit on the stupidity in a disaster recovery plan, and our CIO pointed out that to me very quickly, where it said, "Take your computers and go home." The reality was that we had nearly 104 computers in this organization hardwired to their desktops, so what we had to do at that particular time was to make sure that people could just pick up their desktop and work home. So we actually -- when COVID hit, we were about a day away from making sure everybody was geared up to do that. So we were very, very well prepared to go that way. We were on uncharted grounds. We had no idea what it would look like to take sub-400 people out of an office like this and see if it operated, but I was absolutely discounting the resilience of the Australian workforce and the people who have made this company great and who have impressed upon the management of this company how much they will support. So we -- it worked really well. Linda, there was a second question, wasn't there? Okay...

Linda Ellis

executive
#7

[ It is ] what changes are likely for the company.

Robert Kelly

executive
#8

I think the biggest change for the company will be -- certainly the resilience of our disaster recovery plan stood up and worked extremely well. We did -- we do have an off-site place where, if there was a disaster here, we can -- the senior management can go to. That wasn't big enough. We actually quadrupled the size of that. It sits at a location nowhere near the city where we can just go to and walk in. And the phones are already connected and the computers are sitting there and operational. So that was the first change we made. The second one was -- that will impact us is the ability to work from remotely has been highlighted that we don't need people in the office all the time. And some -- we have some people who travel 1.5 hours to get to work, walk into the office, get themselves a cup of coffee, sit down, put on the computer and turn their phone on. They're very able to do that if they -- from home. And we're finding that the environment that they live in is -- if it's acceptable, they like to be able to have that freedom. So I think the reality is that probably 30% to 40% of our workforce may not return to the office in a full-time basis. And what we're doing is we're trialing in the middle of November to bring the executive team in. And then we will see how that filters down to get people through, but I don't think that the way workforces interact in an office environment will ever be the same again. And what was that -- there was another one.

Linda Ellis

executive
#9

And finally, Robert, could you please explain how the business has been so resilient through COVID-19? Which I think you've touched on.

Robert Kelly

executive
#10

I think that people look at insurance as a cost and rather than as an absolute -- the lifeblood of business and how germane it is to providing the ability for people to rely upon the assets that they've got together. So it is my experience, which goes back many generations, is that we have always survived through bad times. We flourished with -- through the GFC, and we've just proved that we've done extremely well and flourished in COVID-19. So I think people don't understand how you cannot do anything in business or you can't operate anywhere without insurance. So when things get tough and get hard, people don't ignore insurance. They don't reject insurance. They don't cancel it. They make sure it's in place because that's one part of risk that they can transfer very easily and then deal with all the other aspects that come through. So thank you, Frank.

Francis Michael O'Halloran

executive
#11

Thank you, Robert. And from the Board's point of view -- you probably saw from the number of announcements we made since March that the Board met regularly. And I have to say that the Board carried on in the same manner as it does when it meets face to face. So I really appreciate that answer, Robert, very thorough. And I trust that you all appreciate that insurance is an extremely important part of an economy. So are there any further questions, Linda?

Linda Ellis

executive
#12

No further question, Mr. Chairman.

Francis Michael O'Halloran

executive
#13

Thank you. As there are no further questions for this item, we will move on to the next item of business. The next item on the agenda is to adopt the remuneration report for the financial year ended 30th of June 2020. The resolution is set out in the notice of meeting and shown on the screen. Before I put the resolution to the meeting, I will advise of the proxies received in relation to the resolution, which are also shown on the screen. Noting the personal interest of the directors in this resolution, the Board recommends that shareholders vote in favor of this resolution. As set out in the AGM notice of meeting, for proxies open at the Chairman's discretion, I intend to vote in favor of the resolution. Please note the voting exclusion applicable to this item as set out in the AGM notice of the Meeting. Are there any questions online, Linda?

Linda Ellis

executive
#14

No questions, Chairman.

Francis Michael O'Halloran

executive
#15

Thank you. As there are no further questions -- or no questions, we will proceed to the voting. Please now select either for, against or abstain for this resolution. [Voting]

Francis Michael O'Halloran

executive
#16

The next item on the agenda is to approve the grant of equity to the Managing Director and CEO in relation to his FY '20 remuneration. The resolution is set out in the order of the meeting -- in the notice of the meeting and shown on the screen. Before I put the resolution to the meeting, I will advise that the proxies received in relation to the resolution, which are shown on the screen. The Board, with Robert abstaining, recommends that shareholders vote in favor of the resolution. Again please note the voting exclusion applicable to this item as set out in the notice of the meeting. Are there any questions online, Linda?

Linda Ellis

executive
#17

No questions, Chairman.

Francis Michael O'Halloran

executive
#18

Thank you. As there are no questions, we will proceed to the voting. Please now select either for, against or abstain for this resolution. [Voting]

Francis Michael O'Halloran

executive
#19

The next item relates to my reelection. I will now hand over to David Liddy, our Chairman -- Deputy Chairman, to chair the meeting. And David is also the Chairman of the Remuneration Committee.

David Liddy

executive
#20

Good morning, everyone. And thank you, Frank. As Frank has mentioned, the next item on the agenda is the reelection of Frank O'Halloran as a director of the company. The resolution is set out in the notice of meeting and shown on the screen. Frank is Chairman of Steadfast and has been so since his appointment to the Board in October 2012. Frank is also Chairman of the Nomination Committee and serves on the Audit and Risk Committee and Remuneration and Succession Planning Committee. Frank has over 35 years experience at QBE, where he was group CEO for 15 years. He also worked at Coopers & Lybrand for 13 years, where he started his career as a chartered accountant. And believe me. He is still pretty familiar with the numbers. Frank was President of the Insurance Council of Australia from 1999 to 2000 and was inducted into the international Insurance Hall of Fame in 2010. Not too many people know that. And I know Frank would have liked to also been inducted into the AFL hall of fame, but given his age, I don't think that's going to actually happen now. His playing days are probably way behind him. Frank also received his Order of Australia, AM, for services to the insurance industry and philanthropy. Before I put the resolution to the meeting, I will advise that the proxies received in relation to this resolution, which are shown on the screen. The Board, with Frank abstaining, recommends that shareholders vote in favor of this resolution. As set out in the AGM notice of Meeting, for proxies open at the Chairman's discretion, I intend to vote and favor the resolution. I had to think about that for some time but have decided that Frank has done a good job and he gets the proxies that I now control. Are there any questions online?

Linda Ellis

executive
#21

No questions.

David Liddy

executive
#22

As there are no questions, we will proceed to the voting. Please now select either for, against or abstain for this resolution. [Voting]

David Liddy

executive
#23

Congratulations, Frank. You're over the line, and I'll now hand back to you.

Francis Michael O'Halloran

executive
#24

Thank you, David. I really appreciate the support that I have received from our shareholders, and I very much enjoy working with my fellow nonexecutive directors and Robert and his team. As you can see from Robert's and my addresses, we've had some exciting -- we have some exciting times ahead, and I look forward to being part of the progress of Steadfast. When Robert asked me to be Chairman of Steadfast back in October 2012 after -- not long after I retired from QBE in August 2012, my wife in particular was very happy because she wanted me out of the house, but apart from that, the challenge was to help Robert and his team, with my background and experience, to list the Steadfast Group and at the same point in time to acquire a number of equity brokers. Fortunately, we had a number of people that we identified as being particularly relevant and with significant knowledge to be part of the Board at that time. And that included Anne O'Driscoll, who was amazing in help us getting listed; and including Phil Purcell and David Liddy and Greg Rynenberg who brought along with him significant experience as a practicing broker. I have to say that my time as Chairman of Steadfast has been extremely exciting. I have worked with Robert before as an insurer. Now I'm working with him as a broker, but I have to say that Robert and the team are as good as any that I've ever worked with. They are absolutely on -- focused on delivering for not only the network brokers but in particular you, our shareholders. So thank you for giving me the opportunity to continue to be a director of Steadfast. I can assure you I will do everything I can to help continue to increase the value of your shares in Steadfast Group. The next item of the agenda is the election (sic) [ reelection ] of Anne O'Driscoll as a director of the company. Anne was appointed to the Steadfast Board in July 2013. She is Chairman of the Audit and Risk Committee and also serves on the Remuneration and Succession Planning and Nomination Committees. Anne has over 35 years of business experience, including many years at IAG. She is a chartered accountant; and was CFO of Genworth Australia from 2019 to 2012, following, as I've just mentioned, 13 years with IAG. Anne is Chairman of FINEOS Corporation Holdings plc; and a director of Infomedia Ltd, Commonwealth Insurance Limited and MDA National Insurance Pty Ltd. I would now like to invite Anne to address the meeting, but I can say I don't think I've worked with anybody that works harder than Anne on making sure the Is and Ts are dotted; the corporate governance is in place; and that the accounts that you receive have been thoroughly, thoroughly reviewed. So Anne, over to you.

Anne O’Driscoll

executive
#25

Thank you very much, Frank. In thinking about today, I reflected on what I've said to this meeting in previous periods when I've been up for reelection. It all still stands. As Frank noted, I've now been on the Board for 7 years. And it's been a great experience in terms of being part of Steadfast's journey of delivering on [ its business model as part of ] listing and generating substantial value for you, the shareholders. In serving on the Board, I bring to bear what I've learned over the years at Steadfast and in the insurance and broader business sectors, particularly from the perspectives of audit, finance, M&A, strategy and governance. So having been on the Board for a while, one turns to thinking of whether I am still bringing value and objective perspectives, and I believe I am and will -- can continue to do so. As a Board, we continue to challenge as well as support management. This certainly is a group thing. So I look forward to continuing to work alongside my Board colleagues and the very competent management team. Thank you to those shareholders who voted in favor of my reelection. Thank you.

Francis Michael O'Halloran

executive
#26

Thank you, Anne. Before I put the resolution to the meeting, I will advise of the proxies received in relation to this resolution, which are shown on the screen. The Board, with Anne abstaining, recommends that shareholders vote in favor of this resolution. As set out in the notice of the meeting, for proxies open at the Chairman's discretion, I certainly intend to vote in favor of the resolution. Are there any questions online, Linda?

Linda Ellis

executive
#27

No questions, Chairman.

Francis Michael O'Halloran

executive
#28

As there are no questions, we will proceed to the voting. Please now select either for, against or abstain for this resolution. [Voting]

Francis Michael O'Halloran

executive
#29

Congratulations, Anne, on your reelection. You are a fantastic director and a great person to work with. We have received some general questions from shareholders which we'd like to be able to share with you. Linda, please read out the questions, and Robert and I or I or the appropriate person will respond.

Linda Ellis

executive
#30

Chairman, the first question that we received is most of the Board were appointed before the IPO in 2012 or 2013. In light of this tenure, are there plans for Board renewal?

Francis Michael O'Halloran

executive
#31

Yes, we have plans in place for a Board renewal over the next 3 or 4 years, starting with next year. We have a search firm looking for directors that we as a Board will consider. And we will make an announcement at the appropriate time, but yes, there is a clear succession plan. And we are conscious of the fact that -- after 10 years, that we would like to see the majority Board renewed. And we started that process with the appointment of Gai McGrath recently -- or last year, I think it was, Gai...

Gai McGrath

executive
#32

[indiscernible].

Francis Michael O'Halloran

executive
#33

Yes, 2 years now. Well, time goes quickly. And Gai has been a major contributor to the Board on a number of aspects, in particular governance and strategy and risk. So we look forward to updating our shareholders on the renewal of the Board, but it's a high priority, as is succession planning of management.

Linda Ellis

executive
#34

Chairman, the second and last question is Steadfast has been very acquisitive for many years now. Are there many more businesses left to buy in Australia?

Francis Michael O'Halloran

executive
#35

Well, Robert gave us a list the other day, but I better hand over to Robert to answer that question. Robert?

Robert Kelly

executive
#36

Thank you, Frank, yes. When we put the prospectus together, one of the tenets of that was that we would be an acquisitive IPO and that we would continue to look and develop and work our network. And as you saw before, there's nearly 400 brokers that are in new south -- in Australia alone, [ although ] we only own the network roughly 30%. So we are continually seeing [ revival ] within the network of people who want to sell down or people who want to exit or in fact bring some other people through. So there's the -- whilst the broad section of the industry is contained, our opportunity contained within Steadfast's network is still incredibly vast. And we do get opportunities from time to time. We do a lot of work internally in the network of changing shareholding around. We tend not to publicize that all the time, but we are always [ crucially ] aware of opportunities that come. And let me say this to you, that we don't take every opportunity that comes our way. We have -- the first thing before we look at the financial ability of a company to participate as an equity company in the group is the cultural alignment. And sometimes, we have to admit the cultural alignment may not be there. And we never wanted to do anything about destroying the culture that we've maintained in all our equity businesses indeed, which flows all the time through to the cultural alignment of the network. So there's plenty of opportunities and we work on them all the time. And in fact, our M&A team are always run off their feet evaluating certain opportunities.

Francis Michael O'Halloran

executive
#37

Thank you, Robert. Are there any more questions, Linda?

Linda Ellis

executive
#38

No further questions, Chairman.

Francis Michael O'Halloran

executive
#39

Yes, thank you. Shareholders are reminded that they can submit their vote online for a further 5 minutes. Results of the poll will be announced to the Australian Stock Exchange as soon as practicable following the conclusion of the meeting. Ladies and gentlemen, the business of the meeting has been completed. On behalf of the Board, I would like to thank our shareholders for attending today's meeting and declare the meeting closed. Thank you for attending. Thank you.

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