Super Retail Group Limited (SUL) Earnings Call Transcript & Summary

Good morning, everyone. I am Sally Pitkin, Chair of Super Retail Group, and I'm delighted to welcome you to our 2024 Annual General Meeting. I note that a quorum is present, and so I formally declare our meeting open. Super Retail Group has connections with indigenous Australians through our customers, team members, partners and the communities in which we operate across Australia. During 2024, we published our first Reconciliation Action Plan, Reflect stage, with our aspirations and the actions that we're going to take to advance reconciliation. Our RAP will build on some of our important partnerships as with The Clontarf Foundation and The Stars Foundation, and extend our collaborations. We recognize the Turrbal people who are the original custodians of the land from where I speak today. I grew up playing around divestitures of Tom Petrie's homestead at Petrie. And Tom Petrie grew up with the Turrbal people. And interestingly, he sought their permission before acquiring the land for his estate Maromba, a very early active reconciliation. Now for those attending in person, we do emergency venues for the venue -- emergency procedures, sorry, for the venue. The emergency exit for this room is via the door behind you. You'll then to go through that door, down the stairs, exit via the main front doors. And then in the event of an emergency, of course, 1 or 2 alarms will sound. The alert alarm is a warning beep. If that alarm sounds, please just check your surroundings and stand by for further instructions. But in the unlikely event that we do need to evacuate, a whoop-whoop alarm will sound and everyone should evacuate using the nearest safe exit. And please do not use the lifts. There is an assembly point, the grassed area at the southeast corner of the building. And a courtesy reminder, can we please turn off our phones for the meeting. So it's a pleasure to have the opportunity to address you both in person for those who are here with us at Strathpine office today and virtually for those attending via the online meeting platform. We are holding our meeting in a hybrid format again this year to provide you, our shareholders, with additional opportunities for participation. The Notice of Meeting has been distributed to shareholders, and I take that as read. I'd like to now introduce my fellow directors and our company secretary. So starting on my far right, we have Non-Executive Director, Colin Storrie, who is standing for election today; Mark O'Hare; Annabelle Chaplain, who is also the Chair of the Board Risk & Sustainability Committee; and Anna Sandham, our Company Secretary. And on my far left, we have Non-Executive Directors, Penny Winn, who is standing for election today; Peter Everingham, who's the Chair of the Human Resources & Remuneration Committee and who is standing for reelection today; and Judith Swales, the Chair of our Board Audit Committee; and finally, Anthony Heraghty, our Group Managing Director and CEO. Members of our executive leadership team are also in the audience today, and it will be a wonderful opportunity for shareholders to speak with them at the conclusion of the meeting. We also have our external auditor Ernst & Young, represented by lead audit partner, Lisa Nijssen-Smith, present. So the meeting will now proceed as follows. Firstly, I'm going to provide some highlights of the past financial year. Anthony is then going to take you through the group's results and activities for FY '24 in more detail and provide a trading update, and then I'll explain the process for asking questions so that we can then proceed with the formal items of business for the meeting. And then, of course, before we vote, I will explain the process for full voting. The meeting is being webcast via our website, the Super Retail Group's website, and a recording of the meeting will be available on our website as soon as practicable after the meeting. So I'm pleased, as your Chair, to report a strong performance by the company during the 2024 financial year. Both the financial, operational and shareholder outcomes for the past 12 months reinforced our status as one of the leading retail businesses across Australia and New Zealand. We added a fresh chapter to the group's remarkable growth story, with the opening of our 750th store, another record sales result and the delivery of shareholder returns of 30% for the year. All of this was achieved against the backdrop of a challenging external landscape. The group has successfully navigated the subdued trading environment to deliver a solid set of financial results and with higher sales and gross margin, it reinforces the resilience and agility of our 4 core brands: Supercheap Auto, rebel, BCF and Macpac. It is a remarkable effort by the team. And such performance does not come about by accident. It reflects the immense work undertaken over many years in developing and enhancing an omni-retail strategy to make our business sustainable in any environment. With confidence in a proven corporate strategy, the group sharpened its focus on execution during FY '24. Guided by Anthony and our experienced leaders across the business, our team members once again demonstrated why they are integral to our success. Their dedication and commitment and determination to always go the extra mile for our customers continues to be exemplary and helps us strengthen the connection that we have with our loyal customers. By knowing our customers better and understanding where, how and why they want to shop, we can better meet their needs. Our club membership programs support this goal. Across our 4 core brands, Super Retail Group boasts one of the largest active club memberships in Australia and New Zealand with more than 11.5 million customers. Our customer data analytics indicates that club members now account for $0.77 in every dollar of sales. And our survey of club member sentiment indicates they are also among our most satisfied customers with strong engagement across all the brands. This engagement is even more important in an environment where consumers are exercising caution in their shopping behavior. Fueled by persistently high inflation, cost-of-living pressures escalated for consumers during the year, driving changes in shopping priorities, particularly around the nature of discretionary purchases. We were pleased that the group navigated the subdued trading environment to deliver a solid set of financial results with higher sales and improved gross margin. The trading performance reinforced the strength of our core brands. We continued to invest in both our store network and our capability in personalization and loyalty. Investments in store openings and refurbishments, loyalty programs and data analytics position the business to capitalize on strong and enduring relationships with our customers. The Board remains conscious of the need to maintain disciplined capital allocation to support both future growth and returns for you, our shareholders, whilst maintaining a strong balance sheet. The Board determined to pay a fully franked final ordinary dividend of $0.37 a share, which is towards the upper end of our dividend payout policy. In addition to the final ordinary dividend, shareholders this year received a fully franked special dividend of $0.50 a share. Together with the interim ordinary dividend of $0.32 a share, shareholders received aggregate dividend payments in FY '24 of $1.19 a share. Both the Board and management remain acutely aware that strong governance is fundamental to delivering our strategic and sustainability goals and underpinning strong operational performance because it lays the foundation for everyone at Super Retail Group on what is expected from them each and every day. We continue to incorporate our sustainability commitments and priorities into our strategy and the way we approach risk management in line with our commitment to create long-term shareholder value. The Board recognizes governance of social and environmental matters is more important than ever for companies seeking to deliver sustainable growth. Robust governance frameworks help support the Board's decision-making. And I wanted to report back to shareholders today on an important change to Board governance that we initially flagged with you last year. In September last year, we established a Board Risk and Sustainability Committee. The move came in response to rapidly growing responsibilities that directors face in considering sustainability and climate matters. And I can confirm that the revised arrangements are working well and provide the Board with a process that allows for proper consideration of issues that are increasingly important for all listed companies. The Board also continued to focus on safety, health and well-being of our people, our customers and the communities in which we operate. An area of concern, though, over the past 12 months has been our safety performance, predominantly relating to manual handling injuries. Management is progressing a suite of initiatives to better understand and clearly address the decline because safety is a nonnegotiable for everyone at Super Retail Group. And so we'll continue open and transparent reporting as we work to improve this priority area within the group and across the sector more generally. I want to take this opportunity to acknowledge the allegations made in the workplace proceedings commenced during the year in the Federal Court. While we are unable to discuss the proceedings, the Board has reviewed and investigated these matters with the support of independent external advisers. And the Board's review and investigations concluded that none of the allegations were substantiated and as we have told the market previously, we are defending these allegations. More broadly, we will continue to review governance arrangements against best practice to ensure that your Board can provide appropriate oversight and support for management. As a Board, we also keep a constant eye on the combined expertise, experience and evolving tenure of directors in our succession planning. You will recall in this forum 2 years ago, I flagged my intention to retire from the Board at the conclusion of today's AGM. In June this year, we were pleased to announce that the Board had elected Judith Swales as the next Chair of Super Retail Group. Judith has been a very strong contributor in her 3 years on the Board. We have seen her commercial acumen and commitment to robust governance first-hand around the boardroom table. And with her background in high-performing retail businesses and expertise in digital transformation, Judith is the right person to lead Super Retail Group through its next exciting phase of growth. During the year, we also welcomed Penny Winn to the Board. Penny has a very deep understanding of the retail and fast-moving consumer goods sectors, and Penny provides insightful contributions to Board discussions. Towards the end of the financial year, Howard Mowlem retired from the Board, standing down after more than 7 years as an Independent Non-Executive Director. During his time, Howard was an effective and diligent Chair of the Board Audit Committee and provided sound counsel and support in his broader Board responsibilities. And while he couldn't be with us in person today, we wish him well in his retirement. And in August 2024, we announced the appointment of experienced Non-Executive Director, Colin Storrie. Colin is a member of the Board Audit Committee, and he will Chair the committee from the conclusion of today's AGM. And we're very excited next month, experienced technology leader, Kate Burleigh is joining the Board. Kate is with us here today at the AGM. I would like to take this opportunity to thank all of my Board colleagues for their counsel during the year. Looking ahead, the outlook does remain challenging for the retail sector in Australia and New Zealand. Our closeness to our customers reinforces this sentiment. All our indicators are telling us that customers are feeling the impact of cost-of-living pressures. And given the economic and geopolitical uncertainty sweeping the globe, the outlook for FY '25 is best described as uncertain. However, I do have more certainty about Super Retail Group. We marked our 20th anniversary as a public company during the 2024 financial year. And in that time, we have built a track record of adding to our growth story in all external environments, and we feel the same about the prospects for FY '25. The group's omni-retail offering across our 4 core brands will continue to support our customers with value-for-money products, loyalty benefits and team member expertise because it's all about helping our customers pursue their passions and create a positive impact on the communities in which we operate. In the year ahead, we will be focused on new store openings and further investment in expanding our own retailing capabilities, enhancing data management and information systems and refining loyalty programs and customer personalization. With the strength of our brands as a foundation, supported by a strong and experienced leadership group, the outlook for the group over the medium and long term remains positive. The Board believes that the consistent execution of our strategy will continue to generate strong shareholder returns over the long term. Thank you to all our team members for their hard work, and thank you to our customers because you're not just shareholders in the room, I know you're customers as well for your continuing support. And I will now invite Anthony to address the meeting.

Thank you, Sally, and good morning, everyone. It's my pleasure to provide you with an overview of the 2024 financial year and an update -- the all important update to our year-to-date trading performance. Against the backdrop of a challenging cost-of-living environment in Australia and New Zealand, Super Retail Group's strong brands, our compelling value proposition has helped the company deliver a very solid financial performance in FY '24. In FY '24, the group delivered a record sales result and our loyalty programs, as Sally mentioned, hit a record 11.5 million active club members. That's a 12% jump on the prior corresponding period. This loyalty program now accounts for 77% of the sales across the group. Revenue growth and higher gross margins have enabled the group to partially mitigate the impact of inflation-driven cost increases, which really impacted the business in FY '24. In terms of the financial highlights, as set out on this slide, our performance includes a total group record revenue of $3.9 billion, up 2%. Gross margin is up 10 basis points to 46.3%, which is pleasing considering the competitive environment. Segment profit before tax was down 12% to $343 million. Statutory net profit after tax was down 9% to $240 million. Normalized net profit after tax was down 11% to $242 million. Statutory earnings per share of $1.06 and normalized earnings per share of $1.07. Overall, the company finished in a strong financial position with a net cash position of $218 million and no drawn bank debt. Super Retail Group team members deserve special credit for delivering this result despite a challenging macroeconomic environment. Our team continues to be highly engaged and passionate. Our 2 engagement surveys during the year delivered above-benchmark results, reflecting the strong connection we have with our approximately now 16,000 team members. An engaged team drives increased sales and greater customer satisfaction. So we're committing to drive that engagement with our team members in FY '25 and beyond. So appropriately on behalf of the entire management team, I'd like to thank every single team member for their efforts and dedication over the last 12 months. We're really pleased to support our team with a new Enterprise Agreement for our retail and customer care team members, which was passed with a 94% yes vote. The group was recognized during the year by the Workplace Gender Equality Agency, or WGEA, for being only 1 of 16 ASX200 companies to have a neutral gender pay gap. Equally, we also maintained our WGEA Employment of Choice Citation for Gender Equality. However, regrettably, as Sally mentioned, our safety performance slipped. And we saw a significant increase with a 31.6% increase in total recordable injury frequency rate. This is mainly due to an increase in manual handling injuries. This is just unacceptable, and we know we have serious work to do. The increase in retail crime is also an ongoing concern. We've strengthened our security measures to manage these risks by enhancing team member training, maintaining close collaboration with government and law enforcement. The group is now rolling out manual handling improvement plans across all our brands and our supply chain, and we're enhancing our early intervention and care program for our team members. All right. Let's turn to customer highlights. The group's customer base continues to materially expand ahead of our internal targets and our satisfaction metrics reveal that they are more engaged with our brands than ever, more customers and happier customers. In April 2022, the business set itself a mission of 10 million active club members or customers living their passion by 2025. But by the end of FY '24, we had already achieved 11.5 million active club members in our brand loyalty programs, driving a record level of sales. In F '24, they now account for 77% of sales, which was up 4%. They're also, as mentioned, some of our most satisfied customers with a Net Promoter Score of 69, which reflects higher customer engagement across every 1 of the 4 brands. We've continued to invest in our loyalty programs, recognizing the significant potential for sales growth from our members. In October 2023, rebel launched the active loyalty program, which has driven improved customer visitation. In '25, we'll refresh the Supercheap Auto and BCF loyalty programs and begin the work on a new mission to attract and grow this increasing club membership base. Our store network continues to be the backbone of our omni-retail business. And in last year, last financial year, we invested $72 million in 28 new stores, also format upgrades and refurbishments. We are planning 25 new store openings for FY '25. Over to digital and omni-retail highlights. The business invested a further $63 million, enhancing our omni-retail capabilities, boosting Supercheap Auto's trade capabilities, strengthening our data management and core information systems, building a new automated distribution center and, of course, improving these loyalty programs. Excelling in omni-retail remains a key pillar of the group's strategy, and the group continues to invest in digital capability to enhance the online experience for our customers. Online sales grew by 9%, almost now to $485 million and represents 13% of total group sales. With group online sales fast approaching that $0.5 billion mark, we -- this approach appears to be well and truly vindicated. Nevertheless, it's worth pointing out that 93% of all transactions are still completed in-store, just reinforcing the importance of -- and the value of our store network. Over to sustainability. Our customers, team members, suppliers and our shareholders expect us to operate sustainably and to limit our impact of our operations and our products on the environment and the broader society. We are committed to decarbonizing our operations by improving energy efficiency and sourcing renewable energy to reduce our greenhouse gas emissions Scope 1 and 2. In fact, since our FY '17 base, we've already been able to reduce those Scope 1 and 2 greenhouse gas emissions by 23%. Store network growth and warmer temperatures in many of our locations increases the importance of partnering with our lessors and continuing our energy efficiency program to reduce this emission energy. We recognize that climate presents a strategic and operational risk and some opportunity for our business and the 4 core brands. We'll continue to enhance our climate reporting and respond to standards set by the International Sustainability Standards Board and Australian regulators. Turning to corporate strategy. During the year, we continued to deliver on the group strategy based on what should be very familiar, 5 pillars: growing the 4 core brands; leveraging our closeness to customer; connecting our omni-retail supply chain; simplifying the business; and excelling in being an omni-retailer. The group maintained strong cash flows in FY '24, which enabled the company to strategically invest in the business while at the same time delivering attractive shareholder returns. We remain focused on disciplined capital allocation to maintain the business' financial position and earnings per share for our investors. Let's go to the segment results. This slide provides a summary of the segment results for the full year. Let's unpack them in some more detail for each of the brands. Supercheap Auto has delivered a resilient performance in the year, as it always does, confirming the reliability of the auto category and the strength of the Supercheap brand. Benjamin Ward and his team have done a great job, delivering a record full year results and EBIT result, a record NPS score and a record number of fitments in the in-store program. Supercheap Auto has continued to excel in customer acquisition, 500,000 active club members in the last 12 months, taking that membership base now to over 4 million members. Summary of the financial performance on Supercheap Auto is set out on this slide and seemingly very small type. And I'd like to make the following call-outs. Total sales grew by 3% to $1.5 billion. Like-for-like sales grew by 2%, driven by transaction volumes -- growth in transaction volumes and higher average transaction value. PBT margin fell by 60 basis points to 13.5%. PBT decreased by 1% to $203 million. All right. On to rebel. So rebel's performance did fall short of our expectations. Weaker customer demand, which in turn led to increased discounting from competitors, especially in that footwear and apparel categories continued to -- contributed to a sales result, which was below last year. On a more positive note, though, there were a number of highlights for Gary Williams and the team, including the successful launch of the loyalty program and the execution of what was a very highly successful FIFA Women's World Cup licensed football campaign and an online sales result, which was 12% higher than the prior corresponding period. A summary of rebel's financial performance is set out on the slide. Now when consuming this performance -- its financial performance, I would like to remind you that its financial results for this period include a one-off impact of revenue deferral of $7 million, relating to its points-based member loyalty program. So that said, total sales fell by 1% to $1.29 billion. Like-for-like sales fell by 2% with ATV -- with transaction volumes and average transaction value both decreasing. PBT margin of 7.9% translated into a full year PBT result of $102 million. Whilst this year's results were disappointing, we've taken a number of steps to improve our performance in rebel. In FY '25 year-to-date, we've already seen some encouraging results in the key category of footwear and apparel, which we're seeing some positive sales momentum. All right. Turning to BCF. Well, Paul Bradshaw and the BCF team have had an outstanding year period, delivering record sales result and a 10% EBIT growth. Successful rollout of our in-store tackle format has helped deliver BCF's biggest ever year of fishing sales. I'm not sure many more fish were caught though. And BCF has delivered strong growth in other key strategic categories, including 4x4, Caravan & Touring. Our Townsville superstore has delivered more than $20 million in sales in the first year and the further opening and further success of the opening at Kawana and Mackay has strengthened our conviction that we can roll this superstore format out more widely. A summary of the financial performance of BCF is set out on the slide, and I'd like to call out the following highlights. Total sales grew by 5% to $879 million. Like-for-like sales fell by 1% as higher transaction volumes were offset by a modest decline in average transaction value. Segment PBT margin increased by 10 basis points to 6.2%. And as a result, the segment PBT increased by 6% to $54 million. Off to Macpac. Following a very warm soft first half due to the mild winter weather, improved sales in the second half really helped deliver -- helped Macpac deliver a really credible full year result. This year, Cathy Seaholme and the Macpac team achieved another record full year sales result as well as a record NPS score in Australia and New Zealand. In a testament to teamwork and collaboration across the company, it's important to note that more than 10% of Macpac's Australian sales were actually made in BCF and rebel stores. I'm pleased to say, Macpac has also made significant steps in increasing its recycled content across the product range, including the introduction of the Pertex Quantum NetPlus, which is a fabric used from recycled fishing nets. So some cross-selling going on there. A summary of the financial performance for Macpac is set out on the slide. Total sales grew by 3% to $222 million. Like-for-like sales growing modestly as 8% like-for-like growth in New Zealand was offset by lower like-for-like sales in Australia due to that warm Australian winter. Segment PBT margin of 8.5% translated into a PBT result of approximately $19 million. All right. On to the more important -- the most interesting trading update for this financial year. The group has delivered 2% like-for-like sales and 4% total sales growth in the first 16 weeks of this financial year. Supercheap Auto performance has been driven by the auto maintenance category, including lubricants, which has benefited from the Best Performing Oils campaign. Sales, though, have demonstrably slowed down in New Zealand. Competitive intensity has increased and that's required an increase in promotional activity. Rebel has delivered growth in footwear and apparel, that's offsetting that impact of the FIFA World Cup in the prior corresponding period and that's pleasing. In the preparation for the peak trade, which is upon us, we've undertaken additional clearance activity and that's been executed to improve our seasonal inventory position. BCF has seen continued growth in fishing, caravan and 4-wheel drive and benefited from range expansion initiatives, showcased recently at our new superstore in Western Australia in Cannington. Macpac has delivered growth in insulation, rainwear and packs whilst there are those continued challenging trading conditions in New Zealand, which have driven some sales compression. Team member safety remains a critical focus in an environment that's seen a real increase in incidence and severity of retail crime and theft. The rebel active loyalty program has performed well since launching in October of last year with all key metrics ahead of business case. Customers who have redeemed loyalty points year-to-date demonstrate a strong engagement with the program and as anticipated, redemptions have reduced gross margins by circa 140 basis points in the current period. We are pleased to advise that the new Supercheap Auto loyalty program, the Spend & Getathon, is live and in market. This investment in customer loyalty is expected to drive stronger share of wallet across our key customer segments with a modest unfavorable impact to gross margin. Supercheap Auto has now launched their trade website, improving trade customer experience, providing transparency of trade customer pricing and value proposition and increasing trade representatives in the network. This increased investment in trade is expected to yield increased trade customers and visitation and sales. We now also plan to open 25 stores in FY '25. Supercheap Auto opened 10, 4 for rebel, 5 for BCF and 6 for Macpac. The store program has a larger investment in the first half of this year with 9 stores opened already, 10 as of this weekend. As previously flagged, for the FY '25 year, the group expects duplicated operating expenses associated with the transition from our existing distribution facilities to the group's new Victorian distribution center, which will result in a one-off increase to group and unallocated costs in FY '25 of $8 million. Total group unallocated costs in FY '25, including this $8 million, are expected to be around $40 million. That compares to $36 million for FY '24. We're targeting a CapEx of $165 million to fund our store development program, this new distribution center, enhancements to customer loyalty, cyber, omni and digital capability. And whilst inflation seems to be gradually easing, we do expect onward upward pressure on our cost base in FY '25. The outlook does remain uncertain. There is ongoing cost-of-living pressures on household budgets. The group's customer value proposition, the strength of our core 4 brands, the size of the loyalty club membership base means Super Retail Group is well positioned to perform in a retail market where customers are carefully managing their spending and prioritizing value-for-money purchases. As always, the group's first half result will be dependent on this peak Christmas trading period, but we're ready for action with cyber sales commencing in a couple of weeks. So we look forward to seeing you in store. Finally, I would like to pay tribute to Dr. Sally Pitkin, who will retire as the group's Chair at this meeting. Sally has been a Chair -- has been our Chair since 2017 and been on the Board since 2010. During that time, she's seen a fundamental transformation of the group. She left it in much better condition than she founded. On behalf of the entire management team and all our 16,000 staff, I'd like to sincerely thank Sally for her dedication and commitment to the success of the group. And I welcome Judith to the Chair. In conclusion, I look forward to updating you on our progress throughout the year and would like to again thank you, our shareholders, for your continued support. I'd like to hand back to Sally.

Thank you, Anthony. We now come to the formal items of business for the meeting. I will introduce each item of business separately and then respond to questions for that item. And for each item of business, the number of proxy and direct votes received prior to the meeting will be shown on the screens in the room in front of you and also displayed via the online platform. All open proxies given to me as Chair will be voted in favor of all items. So the first item is to receive and consider the financial report for Super Retail Group for the financial year ended 29 June 2024, together with the Director's Report and the Auditor's Report. Please note, there is no vote on this item. Anthony and I have shared with you already some of the detail of the company's performance in FY '24, and we're now very happy to take questions from shareholders. And as I mentioned at the beginning of the meeting, Lisa Nijssen-Smith of Ernst & Young is here with us today. So please, questions to Lisa on the conduct of Ernst & Young's audit, the Auditor's Report, the company's accounting policies or EY's independence, questions for Lisa can be directed through me.

So let's go to the process for asking questions. So of course, only shareholders and proxy holders can ask a question in today's meeting, and I would ask that you direct all questions to me as Chair. There are 3 ways to ask a question today. If you're attending in person, of course, you can ask a question from the floor. For shareholders and proxy holders attending online, you can submit a written question by clicking on the Ask a Question button and selecting general business or the particular resolution to which your question relates. So typing your question and press Submit. And could you please just submit one question at a time. You can start putting your questions in online at any time now, but I'll keep the questions with each of the agenda items as relevant. And where there are multiple questions on the same topic, we'll endeavor to group them together. And then after we've dealt with the online questions, we will take audio questions for those people who are only able to dial in today and that will enable you to ask a question that way. There will be an Ask a Question button on your screen to enable you to do that. And when it's time to ask your question, the moderator will introduce you to the meeting and you'll be able to join us on the phone. Okay. So let's go, please, to questions in the room. Any questions that have been submitted in advance, I will address first and then I will go to questions from the floor and then we'll deal with questions online and then from the phone. So questions from the room, please. Shareholders, any questions?

Questions related to this particular item? Or will we have an opportunity to ask other general questions right after this?

[ Mr. Mangan ], any general questions that you might like to ask now would be an appropriate time as well as questions on the financial performance and results.

Yes. I'd like to say something about that, if I may.

Please.

My name is [ Len Mangan ]. I've been a shareholder for a long time. I think I've been here right from the beginning a shareholder. Very small shareholder and grown over -- my shareholding has grown over time, not very big though. I'd like to make a few comments about you, Sally, if I may. We do hear, of course, every year and if we follow how the company is progressing, we can see all the time about how the company is progressing across a broad, very comprehensive and balanced set of measures. One of the things that motivates me when I buy shares and motivates me to continue to own shares is the ethics that the organization has. And sort of I make judgments about the moral compass that the organization has. Now I'd like to single out 3 particular issues over time that I think very much reflect on Sally's leadership, in particular. But of course, Sally would be the first one to admit that she wouldn't be able to perform at the level she does without a very high-performing team around her. The first one, I remember back when the organization self-disclosed the wage theft issue, which became a big issue for a lot of companies throughout Australia. Many, many companies had to be dragged kicking and screaming to admit that they actually had that problem. Supercheap Auto was very quick, and I believe one of the first organizations to put their hand up and self-disclose. Now there's some shame attached to that, but I think it's a wonderful thing that the organization under your leadership, Sally, was able to do that. The second one was -- and I was extremely proud of this, was when the COVID grants -- I forgot what they were called, I think they were grants, were they? Well, they were certainly treated like grants by a lot of organizations. When -- I believe, again, this group was one of the first organizations in Australia to put their hand up and say, "We don't need this money. We're giving the money back." And that was extraordinary. And I was very proud. And I think I wrote to you, Sally, at the time, saying how proud it was to be a shareholder on that day. The third one is a bit of an unusual one. In all the AGMs that I've attended, I've never ever had this happen before. I appreciate the work of the Australian Shareholders' Association. I remember Sally when you introduced the new, I think, remuneration package for executive and I remember at the time, I think you had spent a long time working on that package. And the representative from the Australian Shareholders' Association did something that I have never seen before that and have never seen before. Sally, you got a big complement from them on that day, saying that your -- this package that you'd personally put together was a model for all other organizations in Australia. I may be paraphrasing there a bit, but that was my recollection. So they're just 3 examples, I think, of what you've contributed to this organization and why shareholders like me who like to feel comfortable with people like you, and I'll continue with my shareholding. I'm very happy to get the dividend in my back pocket, but I'm also very happy to know that you're an ethical organization. And congratulations, Judith. Great to see that Sally is being replaced by another woman as Chair of the Board as well and very big and sensible shoes that you have to fill. So congratulations. And please show -- I'd like to ask you to show your appreciation for Sally's contribution with a round of applause. Thank you.

Thank you for those very kind words, [ Mr. Mangan ]. But as you noted, it's no single person's effort. We are a great team here, and we all pull together in the good times and the not so good times to give -- look after our team members, give shareholders good results and look after our customers. But thank you for your words. Thank you. Very much appreciate it. Other questions in the room or comments? Mr. Mangan, this is your final question?

I didn't even ask a question. So it's my first question actually.

Oh, yes, a good point.

Now, I'd like to flesh out a couple of -- one positive, one negative. I'd like if I could get either you or Anthony to flesh out the safety issues and also the neutral gender pay gap issues. So there's 2 questions in there. That's my final questions. So 2 questions.

That's okay given your first comment. Two questions is appropriate. So firstly, on safety. We were all very concerned when we saw our TRIFR result increase the way it did. The prime area of concern is in that manual handling and it's mainly in-stores as opposed to DCs. And we thought we had the training programs in place, the support in place, but people are still getting injured. So we have got out the blank piece of paper. We've started again. We are finding interesting things in terms of how people respond. So for example, one way to reduce manual handling injuries is to have people stretch, just do some stretching before they undertake the activity. But for a lot of people, they just think that's a bit of an awkward thing to do. And so we'll just skip the stretching part and get on and do it, and then there's a strained back or a hurt knee. So we are unpicking a whole safety program. We've got a range of initiatives, and we're going to get on top of this, [ Len ], because we don't want anyone being injured at work. And we're trying to learn from what other retailers are doing, what other industries are doing and it really has to be safety-first in everything that we do. One part of our program to address safety has been the introduction of a wonderful Australian-based and owned program called Zonda. So it is an immediate support program through the phone to a qualified medical person, both physical and mental health, and it's available to all of our team members as well as their families. And we're seeing the uptake of that. It's extraordinary. And we are hoping that, that's going to reinforce all of the safety messages that we have as well as enable team members to make good decisions immediately. So you've lifted that heavy article, you feel a bit of a twinge in your back, you ring Zonda. They ask some questions because they're medically trained and their advice might be you need to go home, ice it or you need to do some stretching. Whatever the advice might be, it's helping our team members in the moment in store to address these issues. So I hope that's an adequate explanation. On your other issue about the gender pay gap. This is speaking to not that for us, everybody who does the same role receives the same pay. But of course, what we have in corporates is in the more senior ranks, we have more men than women and the more senior ranks get paid higher salaries. And so that all feeds into producing a result, which is your gender pay gap. For us, because of our commitment to 40-40-20, our commitment to women across all levels in the organization, we are now at a stage where our pay gap is neutral. I mean effectively it's very small. So we're very proud of that, and we're going to stay focused so we can continue that. Thank you. All right. Let's turn -- if there are no more questions in the room -- there is one. Yes, Mr. Midwood , representing the Australian Shareholders' Association.

Good morning. My name is David Midwood. I'm the new representative for the Australian Shareholders' Association. Along with my colleague, Richard, that's just to the right here, and thank you -- just some additional comments, if I may. I wanted to thank the Board for the opportunity to meet and to review a week ago and go through some detailed questions, which enable to assist us with this meeting today. So thank you very much for that. I also, on [ behalf ] of ASA, I want to thank you for the hybrid meeting. Unfortunately, there are some companies that are shrinking away from that, but that submitting their red flag with respect to their transparency, but not Super Retail Group in that respect. So thank you for that. Also, congratulations to the team, led by Anthony, of course, but it is a team effort with respect to the excellent result that's been put in place and looking that for forward -- moving forward. But a question from the floor, if I may, through both the outgoing and incoming Chairs that are in place there and the elephant in the room and that with respect to the governance issues that are in relation to that. There's been some material media here in the last week, and I'd ask if you would be good enough to give us an update on that, please.

Thank you for your question, Mr. Midwood. As you would appreciate, this matter is before the court, and therefore, I am very limited in what I can say. I would, of course, refer you back to our ASX announcement in April, where we advised that we expected 2 employees to bring court proceedings, making serious allegations and seeking very significant damages. All of the matters that are claimed in the proceedings now before the court have been reviewed and investigated by the Board. And that review and investigation concluded that the allegations were not substantiated. Now the court process will resolve the matter. We tried to resolve the matter with the employees -- former employees before the court proceedings were commenced and we were unable to do so. We tried to settle on reasonable terms because as you would appreciate, that's an appropriate risk management strategy for the company to undertake. But the court will resolve the matter, and I know that the court is working assiduously to expedite that resolution. So that's all I'm able to say on the matter at the moment, Mr. Midwood, but thank you for your question. Any other questions in the room before we go to questions online? All right. Let's go to questions online. So I've got 2 big screens in front of me, which, of course, I'm unable to read. So I'm just going to move a little. So we have a question from Stephen Mayne. Thank you, Mr. Mayne, for the question, which I will read out. And congratulations, Mr. Mayne on your Lifetime Achievers award made by the Australian Shareholders' Association this year, recognizing the extraordinary work Mr. Mayne has done for retail shareholders over decades. So Mr. Mayne's question is, the CEO mentioned a strong vote in favor of our Enterprise Agreement, which was negotiated with unions and registered with Fair Work. Retail competitors like Accent Group and JB HiFi say they don't have the union presence in their business and mainly just pay award wages. What is the history for our retail business being more heavily unionized than other retailers and which parts of our workforce are not covered by union-negotiated agreements? We deal with 2 main unions here at Super Retail Group, the SDA for all of our retail team members and the TWU for our team members in our distribution centers. We have very good working relationships with those 2 unions and engage with them very constructively in order to have enterprise agreements, which look after team members and allow the company to appropriately manage wages, which, of course, as you would appreciate, it's a very significant cost to the company. That has always been the way for us, Anthony, and I don't see that changing in the foreseeable future. Is there anything you'd like to add to that, Anthony, if you please?

I think the only thing I would add is just in terms of the relationship to pay to the award, we do pay above the award. We also provide our team members with a significant team member discount. That's fundamental to our belief that you cannot have an engaged customer without an engaged team member. So it goes to the heart of how we get an NPS score and the kind of club memberships that we get is because we have that view around team member award, and that's why we have one of the highest engagement scores across our 16,000 team members of any retailer in the country.

Thank you, Anthony. There's another question from Mr. Mayne. Did any of the 5 main proxy advisers, ACSI, Ownership Matters, Glass Lewis, ISS and ASA recommend a vote against any of today's resolutions, including the remuneration report? If so, what reasons did they give? And has this translated to material protest votes? And Mr. Mayne goes on to comment that it is standard for companies to be -- sorry, please don't say proxy adviser reports are confidential. It is standard for companies to be across this detail on the voting recommendations and informed shareholders where relevant has the federal court litigation being an area of focus for the proxy advisers. Thank you, Mr. Mayne, for the question. So as you would expect, we always engage with all of the proxy firms. ASA did not issue a report on the company ahead of the AGM, but I note Mr. Midwood is here with us today. Each of the other proxy firms did issue reports and ISS and CGI Glass Lewis recommended 4 votes on all resolutions. And Ownership Matters and ACSI, ACSI OS following Ownership Matters. The reports are identical supported all of the resolutions except they recommended against Resolution 4, which, of course, we'll address in detail when we get there. In terms of how that's translated through to the voting and of course, the voting -- actually, can I suggest Mr. Mayne that we address the voting around that, particularly when we get to Resolution 4? But I can say that I'm confident that all of our resolutions will be passed overwhelmingly today. As you would expect, the litigation because that's an issue of risk to be managed by the Board, we certainly addressed any investors or the proxy firms in our engagement. But as I said earlier in response to Mr. Midwood's question, very limited in what we can and I was able to refer back to our ASX announcement in those discussions. All right. Any other questions online? Now nothing is appearing on my screen. I'm seeing shaking of heads at the back. Let's go to telephone. Are there any questions, operator, on the telephone?

Chair, there are no audio questions at this time.

Thank you very much. All right. So let's move on now to voting procedures because we're coming now to those matters before the AGM, which requires shareholders to vote. So in terms of those procedural matters, we will be holding a poll on all the resolutions before this meeting. That allows everyone attending an opportunity to vote. And so I now formally polls for all items of business that shareholders will vote on today. The polls will remain open until 5 minutes after the meeting closes. And at the conclusion of the meeting or if you choose to leave the meeting sooner, please place your completed voting cards in one of the ballot boxes that's located near the exit doors. For shareholders and proxy holders attending today via the online platform, you will need to register in order to vote and participate this way. And we do have a virtual meeting guide, which will provide you all the information you need to guide you through how to vote. That guide is there accessible in the AGM section on our website and on the online platform. And of course, if you experience any technical details, there is a phone number that you can call to resolve those so that you can participate. We will announce the poll results to the Australian Stock Exchange later today, and we'll also post them on our website. [ Rachel Teo ] to from Link Market Services, the company's share registry, has been appointed the returning officer, and Rachel will determine the results of the polls. So we've dealt with Item 1. So let's now move to Item 2 of the formal parts of the business. And we'll go to -- sorry, I'll just get up to date. Here we go. Adoption of the Remuneration Report. So there is a vote on this item. It is a nonbinding vote, and you can find the Remuneration Report On Pages 57 to 88 of our Annual Report. The Remuneration Report sets out the remuneration arrangements in place for directors and senior management during the period, and it also reports on the Board's assessment against -- of management's achievements for financial year '24. The vote on the Remuneration Report, as I said, is advisory. However, the Board always considers the result of this vote as it reviews the company's remuneration policy and practices for the future. The group did produce a strong set of financial results in FY '24. And so by design, the reward outcomes for FY '24 reflect those results appropriately. We need to reward executives for their contribution to the success of the group. They deliver both short-term milestones and long-term sustainable value to you, the shareholders. The Board recommends that you vote in favor of Item 2. I'd now like to open it up for questions on Item 2, and we'll firstly deal with questions in the room, and we did not receive any questions on this item in advance of the meeting. Are there any questions in the room? If there are no questions in the room, let's go to questions online. There are no questions online. Operator, could we please check to see if there are any questions coming through the telephone?

Chair, there are no audio questions at this time.

Thank you, operator. So as there are no further questions -- as there are no questions, I should more correctly say, I'll put the resolution to the meeting for voting. And so the direct voting and proxy position for this item will now appear on the screens in the room and on your -- on the webcast. In accordance with the voting exclusion statement in the notice of meeting, the company will disregard votes cast by certain persons on this item. If you have not completed your voting card for Item 2, could you do so now? [Voting]

Thank you. So I'll now turn to Item 3.1 of our Notice of Meeting, and this is the election of Penny Winn as a Director of the company. Penny was appointed to the Board on the 1st of December 2023, and she offers herself for election. Information regarding Penny's background and experience is set out in the Notice of the Meeting. Penny is a member of the Board Audit Committee and the Board Risk and Sustainability Committee. And the Board, with Penny abstaining, unanimously recommends to you, shareholders, that you vote in favor of Penny's election as a Director. And I know that you'd like to hear firstly from Penny, so I'll now ask Penny to address the meeting.

Thank you, Chair, and good morning, ladies and gentlemen. My name is Penny Winn. And as you know, I'm seeking your support for election to the Super Retail Board, having been appointed as a Non-Executive Director in December last year. Super Retail Group is a great Australian company with an impressive retail heritage, a successful track record of growth and I believe, a very bright future. The company has evolved to be a leading lifestyle retailer with an extensive physical and digital network across Australia and New Zealand. The group is home to some of Australia's best-known brands and indeed, leading retail talent. Since joining the business, I've been lucky enough to visit stores, distribution centers and offices in both Australia and New Zealand and have been greatly impressed by both the passion for the business and the professionalism of the team members at all levels of the organization. The 4 core brands have clearly worked hard to develop deeply engaged and loyal customer bases and continue to strive to find ways to serve their customers better each and every day. Super Retail Group is entering a very important period, with major investments ahead in technology and supply chain as well as obviously continued growth of the store footprint. I believe I'm strongly placed to support the business during this very exciting stage of the journey, given my experience in logistics, technology and transformation with some of the world's largest retailers. Indeed, prior to joining -- prior to my nonexecutive career, I had a 30-year career in retail, leading retail business units with specialization in logistics, information technology, operations, customer engagement, business transformation and online retailing. I worked for Grace Brothers, Big W, Woolworths, Myer and Walmart. In addition to my -- to the Super Retail Group, I'm currently a Non-Executive Director at Ampol Limited and the [ INU ] Foundation Board. And in recent years, I've also served on the Boards of CSR Limited, Goodmen Group and Coca-Cola Amatil Limited. I recognize the trust that shareholders place on their directors to carry out their duties to the highest standards and I am committed to acting in the interest of shareholders at all times. I hope with your endorsement today to continue to provide sound advice and good stewardship to the board and senior leadership of the Super Retail Group as it navigates what can only be described as an exciting future. Thank you for your time.

Thank you, Penny. Are there any questions from the room? All right. Let's go to questions online. We have a question from Mr. Mayne, who would like comments on the Board recruitment process. Was a headhunter involved? How many of the directors did Penny know before she was appointed? How involved, if at all, was Reg Rowe, given he retired from the Board in April last year. Reg, being, of course, the founder and largest shareholder and Penny was the first appointee after his retirement. That's not quite accurate. The first appointing after Reg's retirement was Mark O'Hare, who offered himself for election at last year's AGM, Mr. Mayne. For all Non-Executive Director appointments because this will -- I'm assuming you will have the same question in terms of Mr. Storrie's appointment, for all nonexecutive directors, we engage a reputable recruitment firm to conduct a search. And that's a rigorous process. We have a position description. The Board runs the process. We look at candidates against a position description against the capability that the Board has mapped out for itself, so it can be successful in the future. And then we interviewed candidates, we do reference checking, integrity and background checks and then the Board discusses. And our approach is that the Board makes a unanimous decision on that appointment. In terms of Penny knowing us, we all knew about Penny. We knew of Penny because of her extensive retail experience and her other directorships. Anthony, I think you crossed parts with Penny briefly.

She was a tough customer.

She was a tough customer. So that was back when you were with who, Anthony?

With Pacific Brands.

With Pacific Brands. But otherwise, no, we didn't know Penny. We knew of her because of her experience, and we're getting to know her well, and we're delighted she's on the Board. And no, Penny didn't meet Reg. These decisions about who's appointed to the Board are for the Board. Ridge was not on the Board. And so no, Penny didn't meet Reg before or after appointment for that matter. But Reg is here in the room today. So Penny, opportunity to say hello. Are there any other questions online? Let's go to audio questions then, please, operator.

Chair, there are no audio questions at this time.

Thank you. So I will now put Resolution 3.1 to the meeting. The direct voting and proxy position for Item 3.1 will now appear on the screen. And if you have not yet completed your voting card, could you please do that now? [Voting]

Thank you. Let's move on to Item 3.2, the election of Colin Storrie as a Director. Colin was appointed to the Board as a Non-Executive Director on the 1st of September 2024, and Colin offers himself for election. Information regarding Colin's background and experience is set out in the Notice of Meeting. Colin is a member of the Board Audit Committee, and we'll take over as Chair of the Audit Committee at the conclusion of the AGM. The Board, with Colin abstaining, unanimously recommends to you, shareholders, to vote in favor of Colin's election as a director. And I will now invite Colin to address the meeting and briefly speak to his election nomination. Thank you, Colin.

Thank you, Sally. Good morning, everyone. My name is Colin Storrie. And thank you for providing me with the opportunity to make a short statement in support of my election as a Non-Executive Director of the Super Retail Group. Following my appointment to the Board in September, I joined the Board Audit Committee. Subject to your vote, I will chair the Audit Committee from the conclusion of this meeting. I have more than 20 years experience in Board and executive management roles at a range of leading publicly listed and private Australian businesses operating across retail, financial services, aviation, travel, logistics and technology sectors. In each of these businesses, I've been a Chief Financial Officer or Audit Committee Chair, providing me with the necessary skills and experience to chair the Audit Committee of the Super Retail Group. I've previously served on the Boards of the Endeavour Group, Qantas Airways, AIG Australia and Star Track Express and have developed a detailed understanding of consumer behavior and retailing fundamentals in these customer-facing businesses. Currently, I am Non-Executive Director and Chairman of unlisted firms Pet Stock and PFD Food Services and a Non-Executive Director of North Queensland Airports and the data and analytics firm Quantium. From my engagements with the Board and management to date, I am confident about the future prospects of the group and its capacity to meet the challenges ahead. Importantly, I'm a keen fisherman, although I'm not that successful, bush walker, sportsman and garage tinkerer, so I resonate with all of the brands across the group and thoroughly enjoy shopping our stores. Subject to your vote today, I'll bring my experience across retail, strategy, property, data analytics, finance and accounting to complement the current skills of the Board and help continue to drive good outcomes for you, our shareholders. Thank you for your time this morning. Thank you, Sally.

Thank you, Colin. Let's go to questions in the room. Are there any questions about Colin's election as a director? No questions in the room. We do have a question online from Mr. Mayne. Mr. Mayne is pointing out that Colin has only recently joined the Board after the Federal Court proceedings commenced. And Mr. Mayne is very interested in the level of briefing that Mr. Storrie received on the issue before signing up. And because he's the incoming Chair of the Audit Committee, and he has a reputation for hard-nosed action at companies like Qantas and Endeavour Group, what's going to be his impact on the management of these issues and how engaged is the Audit Committee? I can assure you Mr. Mayne, Mr. Storrie was fully briefed and did his due diligence on this company. As you would expect, all incoming directors' to-do and I should say as Ms. Burleigh has done, although she hasn't yet commenced as a director. The Audit Committee, of course, will be appropriately involved in all matters that relate to the preparation of the financial statements, which I know are always complete and fully audited. And I would expect Mr. Storrie would, as with his Board colleagues, participate in the ongoing review of this matter. But this is a full Board matter, and the full Board has oversight of it. Are there any other questions online, please? Operator, could you let us know if there are any questions on the telephone?

Chair, there are no audio questions at this time.

Thank you. So that brings us to the end of questions for this item. The direct voting and proxy position for Item 3.2 is now being shown on the screen. And it's now time for you to complete your voting card for this if you have not already done so. [Voting]

So I'll now move to the next item of business, which is Item 3.3, which is the reelection of Peter Everingham as a Non-Executive Director of the company. Peter was first appointed to the Board on the 19th of December 2017, and so he is offering himself for reelection. Information on Peter's background and experience is set out in the Notice of Meeting. Peter is the Chair of our Human Resources and Remuneration Committee and also a Board -- a member, sorry, of the Board Risk and Sustainability Committee. The Board, with Peter abstaining, unanimously recommends to you, shareholders, to vote in favor of Peter's reelection as a director. But before voting, I will ask Peter to address the meeting. Thank you, Peter.

Thank you, Sally. Good morning. Thank you for the opportunity to address today's Annual General Meeting in support of my reelection as Non-Executive Director of Super Retail Group. As Sally mentioned, I've been on the Board for almost 7 years, joining in December 2017. During this time, the company has successfully navigated the COVID pandemic. It's doubled its profit and market value. It significantly improved its customer ratings and very importantly, team member engagement. It's developed some of the best loyalty programs in retail and has transformed itself into a leading omni retailer. I've thoroughly enjoyed contributing to the sound governance and development of the company during this time and remain optimistic about the future of the business, its people and its brands and optimistic about the future that lies ahead. So today, I am seeking support for reelection to the company's Board. My skills are in corporate governance, finance, strategy, merger and acquisitions and people and culture. And my experience is in applying these skills in online consumer businesses. where the experience tends to evolve rapidly and need to adapt regularly. Also, I think as Sally mentioned, at Super Retail Group, I've served on the Finance Audit Committee for 5 years. and I'm currently Chair of the Human Resources and Remuneration Committee, a role I've held for the past 3 years. I also sit on the Risk and Sustainability Committee, where I can contribute much of what I've learned and care about with my association with the World Wide Fund for Nature Australia. We've also had a near 7-year involvement. At Super Retail Group, we are committed to reducing our footprint on the planet. And if reelected today, I look forward to helping progress our important work in sustainability. Outside of work, I have a keen interest in sport, hiking and the ocean, all of which feed my interest in and knowledge of our categories. It's been a privilege to serve as a director for almost 7 years. And subject to your vote today in support of what I expect will be my final term on the Board, I look forward to continuing to make a positive contribution. Finally, before I hand back the microphone, and Sally, I didn't share this in what I shared with you in the notes. But I would like to take this opportunity to sincerely thank you for your outstanding work as Chair. Sally has been Chair my entire 7 years, and I very much admired Sally's leadership, her judgment, her work ethic, and as [ Len ] said, her ethics as well. I've admired and learned from her very high standard of corporate governance. I just thoroughly enjoyed working with you. So I wish you very much lots of happiness in what lies ahead. Thank you. Pleasure.

Are there any questions on Peter's reelection? We haven't received any written questions ahead of the meeting. If there are no questions in the room, could we please take any online questions? There are no online questions appearing on the screen before me. Operator, are there any questions on the telephone?

Chair, there are no audio questions at this time.

Thank you, operator. So I'll now put a resolution for Item 3.3 to the meeting for voting. And as with the previous items, the direct voting and proxy position is now appearing on the screen. And if you haven't yet completed your voting card, could you please do that? [Voting]

Let's move now to Item 4, which is the approval of a grant of performance rights to the Group MD and CEO. So this item relates to the grant of 101,066 performance rights to the Group Managing Director and CEO, Anthony Heraghty, under our employee equity incentive plan. We seek this approval as required under ASX Listing Rule 10.14, and the details of that are set out in the Notice of Meeting. The Board, with Anthony abstaining, recommend that you vote in favor of this resolution. I'd now like to open this resolution up to questions. Are there any questions in the room? Yes, Mr. Midwood?

David Midwood from the shareholders' association. We acknowledge the importance of the work that has been done, et cetera, particularly with respect to governance and the results and where that team is led from. However, this motion has been subject of intense discussion within ASA. And so I advise that the ASA is voting or the proxies awarded to the ASA will be an abstained vote for this motion. Thank you.

Thank you for advising the meeting of that, Mr. Midwood, and we look forward to speaking to you after the meeting to understand the complexities, obviously, of that discussion that you've had internally. And I would just like to come back and address the question that Mr. Mayne had in relation to this item, which -- where we did have 2 firms recommend to shareholders to vote against. The recommendation to vote against was about a very specific element in relation to this equity grant. There is support for equity grants. There is support for having this long-term incentive underpinned by 2 important metrics, which are EPS and return on capital. There is support for that. And the reason those measures, of course, are so important is because they have a strong correlation to the drivers of value for the company, and they're measures that management can impact. So that's why they're there. So we have strong support for a long-term incentive plan. We have strong support for using those 2 metrics. Where the area where we had a difference of opinion was in relation to the maximum on the return on capital metric. So if you achieve 15% return on capital, the executive will get the full award. Now that return on metric -- return on capital metric at 15% is above our weighted average cost of capital. That return on capital metric needs to incentivize management to invest in growth for the long term. Our return on capital, yes, we're doing very well at the moment. We are trending back though towards more normal levels post those COVID headwinds. The top of the range at 15% has been in place for over a decade. And it has always enjoyed the support of those 2 proxy firms until this year. But this year, they've decided to -- as it was put to me where we might have -- we just need to take a different view. Interestingly, we, over the last couple of years, have lifted the bottom of the range. So you get nothing now until you hit 13%. And now if you hit 13%, you only get 5% of the tranche. So what we have done over the last several years is made it more difficult for management to achieve the metric, but we feel we have balanced appropriately the need to invest capital appropriately for the long term and to incentivize management. So I trust that answers that question that you raised earlier, Mr. Mayne. So Mr. Mayne has also now just asked a question in terms of summarizing past LTI grants as to whether they vested or lapsed. That's highly technical detail, Mr. Mayne, which is set out in a table in the remuneration report. We'll just get the appropriate page so we can come back to you on that. The Managing Director and CEO does sell some shares that are vested through the program. There's a point in time every year if he's got a significant tax obligation where he has the consent of the Board to sell shares to pay tax. That's the only time that the Managing Director does that. And in terms of buying on market, the CEO has both received shares through the long-term incentive plan and he has also bought shares on market. And we're still trying -- come on, CFO. What page of the rem report is it? We've got it.

On Page 72.

Page 72, and it's a table, isn't it?

Yes. David found it.

David?

It's tabled. We have Table 6.

Table 6 on Page 72.

So that will be the forfeiture and the vesting, which is actually on Page 64 and then on 72, there's the [indiscernible].

So 2 pages, Page 64 and 72. I'm very happy if shareholders want me to start reading out a whole lot of numbers, but it's there in really easy-to-read table. All right. Are there any other questions online? If not, we'll go to questions on the telephone, please, operator.

Chair, there are no audio questions at this time.

Thank you. So I now put resolution for Item 4 to the meeting, and the direct voting and proxy position for Item 4 will now appear on the screen. So please cast your vote. [Voting]

All right. Now to Item 5. It's the ratification of the appointment of the auditor. And this is here because during the period, the company appointed Ernst & Young to be the auditor of the company and its controlled entities. So the approval that we're seeking is to Ernst & Young's appointment. And the terms of that are set out in the Notice of Meeting. The Board recommends that shareholders vote in favor of Item 5. Are there any questions on this resolution? Any questions in the room? Questions online, please. No questions online? Operator, any questions on the telephone?

Chair, there are no audio questions at this time.

Thank you. So I'll now put resolution for Item 5 to the meeting. Could you please complete your voting cards? And the direct voting and proxy position is now appearing on the screen. [Voting]

That brings us to the last item of business for our meeting, which is agenda -- Item 6, and it's the renewal of the proportional takeover provisions in the constitution. So a proportional takeover bid occurs where a bidder offers to acquire only a proportion of each shareholder's shares. So for example, you hold 8 shares, but the takeover bid only wants 5 of your shares. Now under the Corporations Act, the companies can include these proportional takeover rules in our constitutions. So that enables shareholders to vote on a proportional bid in principle before a proportional bid is permitted to proceed. Now there are, of course, pros and cons for this, but the Board thinks that the potential advantages for shareholders in being able to express a view on any proportional takeover is important, which is why we're recommending it to you. And given we bring this item as part of our AGM package, we don't feel it's an onerous burden to ask shareholders to consider and vote on this resolution. So under the Corps Act, these rules that we have today expire, and that's why we need to renew them every 3 years. Last time these rules were approved were back at our 2021 Annual General Meeting, and that's why they're here for renewal today. Are there any questions on this item? Any questions in the room? No questions in the room, so we'll just see if there's any questions online. A question from Mr. Mayne. Mr. Mayne, you've anticipated the comments I've just made. Mr. Mayne is asking, do we really need to renew this proportional takeovers provision? I own tiny holdings in around 400 companies. Mr. Mayne, that's because you're there monitoring those companies and looking after retail shareholders around the company -- around the country but have never received a proportional takeover, but have voted on hundreds of these resolutions. What is the point? Does anyone ever launch proportional takeovers and what is wrong with it if they did? So to answer that, we think shareholders need to have the say. I'm sure you're very efficient in voting, Mr. Mayne. And notwithstanding those 400 companies you've got shareholdings in, we still think it's appropriate to put it to you, the shareholders. You've also made a comment that we're still controlled by our founder. So isn't the provision even less necessary for us? I disagree. For a start, we're not controlled by our founder. Our founder is a significant shareholder, but he's not controlling this company. Are there any other questions online? Let's go to questions on the phone. Operator, any questions?

Chair, there are no audio questions at this time.

Thank you. So could we all please now attend to voting on this? And the direct voting and proxy position will now appear on the screen. [Voting]

So as we move now towards the close of this meeting, I'll just provide the opportunity for -- if anyone has any final comments or questions. Mr. Mayne. Thank you to Sally Pitkin for her 14 years of service on the Board, the last 7 as Chair. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution at Super Retail Group, could Sally please comment on what you regard as the 3 best decisions Super Retail Group made during her time on the Board? And does she have any regrets? So corporate life is not all smooth sailing, and you take the difficult times with the wonderful times, Mr. Mayne. And I was just have been reflecting during the meeting on your comments, [ Mr. Mangan ]. And you mentioned the underpayment issue. And I probably wouldn't have thought of that one because I still feel such a -- I still feel bad about that. We underpaid our people. Now we, of course, fully remediated. We apologized, we self-reported to Fair Work, and we continue everything that we need to do to assure our payroll that our team members are being paid appropriately. But yes, I am proud that we did the right thing there. But if I had to reflect on 3 things, I think I'd call out, firstly, the commitment and capability of our team members, and it was shown so clearly during COVID where they just went over and above to support our customers and each other. Secondly, we have lifted our game in digital commerce so that we could become an omni retailer. Our customers now are more satisfied because they can shop in a way and at a time that suits them, not us. And I think finally, a highlight for me, and this does go to a decision of the Board, it has been about generating returns for you, our shareholders. During COVID, we raised capital. That was a very difficult decision for the Board to make. But in raising capital at that time and having over 95% take-up by shareholders in that capital raising, including 100% take-up from our founder, it enabled us to accelerate our strategy, and that has underpinned the returns that we're delivering to you as shareholders. So thank you, Mr. Mayne. I'd call out those 3 things.

Regrets?

Regrets? I don't want to go. All right. Mr. Midwood?

David Midwood from the Australian Shareholders' Association. Can we also please extend the same congratulations to Sally for the work and contribution over the last, what's my math, 14 years in that, And we also extend a very warm welcome to Judith in that respect. Your transparency and leading by example for listed companies and the openness, highlighted by what [ Len ] had raised earlier there and continuing with the hybrid meeting here, we're looking forward to continuing with that. Thank you.

Thank you, Mr. Midwood.

I'm going to say a few words.

I'm handing over to the incoming Chair.

No. Thank you, Sally. Look, I think just before Sally formally closes the meeting and retires as your Chair, I wanted to say a few brief words of acknowledgment to the significant contribution to the business over the last 14 years on the Board. Sally has overseen a remarkable period of change and growth for Super Retail Group as a Director and as the Chair of your company. When she joined Super Retail Group, there was around 6,000 team members and sales of less than $1 billion. Today, we stand as 4 iconic brands, over 16,000 team members and almost $4 billion of sales. As Chair, Sally has helped the company through some very challenging times, through the COVID pandemic, delivering fantastic shareholder returns. On the day she started on the Board, the share price was around $5, and it's more than 3x that now. We're going to miss her around the Board table, the counsel, the guidance. But Sally, we thank you from the bottom of our hearts, and we wish you all the best in the next chapter. Thank you.

Thank you, Judith. And it has been an absolute pleasure to serve shareholders as your Chair and as a Non-Executive Director. And although my term has finished, I look forward to continuing to visit stores to engage with team members, to hear their stories about living their passion and enjoying all the wonderful products. And you never know, I may even have time to get through that stockpile of car cleaning products, Benjamin, by actually washing the car. Thank you, all. So I'll now bring the meeting to a close. Please join us for some refreshments. Thank you.