Ventia Services Group Limited ($VNT)
Earnings Call Transcript · May 21, 2026
Earnings Call Speaker Segments
David Moffatt
ExecutivesWell, good morning. I'm David Moffatt, Chairman of Ventia Services Group Limited, and I'd like to welcome you to our Annual General Meeting. Before we begin, I'd like to respectfully acknowledge the traditional custodians of country. We pay our respects to them, their cultures to their elders, past and present. I speak today from Ventia's head office in North Sydney, which stands on the traditional lands of the Cammeraygal people of the Eora Nation. I also want to take the opportunity to recognize and celebrate the culture of New Zealand where our teams respect and engage with local iwi and communities across the country every day. I will now address some procedural items given that we are meeting in a virtual environment. I and my fellow directors value the opportunity to engage with all of our shareholders at today's Annual General Meeting. And we encourage you to ask questions and provide feedback. Shareholders and proxy holders can vote and ask questions in the real time via the Computershare online meeting platform or via the telephone, step-by-step instructions on how to submit questions and participate in the meeting are outlined in the online meeting guide on the Ventia website. The online question platform is now open, and shareholders can submit their questions at any point during the AGM. If you do encounter technical difficulties at any time, please contact Computershare on the number outlined on this slide, which is also available in the online meeting guide on our website. I'm told that we have a quorum. So I would like to formally declare the meeting open. All resolutions before the meeting today will be decided by way of poll. I now declare the poll open, and we'll keep the poll open so that you can vote at any time during the meeting. Consistent with our promise, our #1 promise of safety and health above all else, I'd like to begin our meeting today with safety. Safety at Ventia is not just about rules and procedures and processes. It's about insight, judgment and data-driven decisions. As our work becomes more complex and more distributed and often more remote, the challenge is no longer simply identifying the hazards that we can see, but recognizing the risks that develop quietly such as fatigue, peak stress or isolation. That's why we are currently piloting the use of advanced wearables, starting with the latest Apple Watch, the Apple Ultra 3 with a small group of frontline workers. This is not about replacing existing safety systems but it is about exploring where the widely adopted trusted technology can provide an additional layer of protection that gives people better situational awareness and faster access to help when they might need it. Our pilot has been deliberately modest in scale. We are focusing first on engagement, adoption and practical usability. So will people wear it? Does it add value to real working conditions? Does it support safer decisions and faster response without adding complexity. These are just some of the questions. The business case for this trial is grounded in well-established evidence. Workplace injury and illness costs every employer, including Ventia, collectively tens of billions of dollars every year in Australia. And the data consistently shows that early intervention and proactive safety measures deliver strong returns, both human and economic. We don't yet know that the full outcome of the trial. But what I already can demonstrate and what it is demonstrating to all of us is that Ventia's commitment to learning, to listening to our frontline teams and to continuously raising the bar of care in everything we do is valued and appreciated. Because ultimately, how we protect our people is one of the clearest measures of who we are as a company. I will now introduce our directors who are here with me at our North Sydney office. Starting on my left, we have Managing Director and Group CEO, Dean Banks, Dean joined Ventia as Group CEO in January 2021 and was appointed by the Board as Managing Director in June 2022. Dean will speak shortly about the company's performance and outlook. Next to Dean is Sibylle Krieger, who joined the Board in October '21. Sibylle has over 40 years' experience as a commercial lawyer, economic regulator and Nonexecutive Director across a range of companies. Sibylle is standing for reelection today and will shortly address the meeting in this regard. Next to Sibylle is Jeff Forbes, who joined the Board in October 2021. Jeff is an experienced CFO and Chair and company director with over 30 years experience in mergers and acquisitions, equity and capital markets and project management. Jeff is also standing for reelection today and will address the meeting regarding his reelection. Next to Jeff is Lynne Saint, who joined the Board in October '21. Lynne has a broad financial and commercial experience from a global career including roles as Chief Audit Executive and Chief Financial Officer. And to my right, our Group General Counsel, Amy Jackson, who joined Ventia in February 2025, and has more than 20 years legal experience across multiple sectors. Next to Amy is Anne Urlwin, who joined the Board in October '21 and is a New Zealand-based professional director with deep experience across multiple sectors. And to my far right is Damon Rees, who joined the Board in July 2023. Damon is a business leader with more than 20 years' experience driving transformational change, organizational performance and customer outcomes. Let's now move to some formal remarks. The following statements have been lodged with the ASX and the NZX. Ventia operates at significant scale with more than 35,000 people across over 400 work sites throughout Australia and New Zealand. Our scale is not only reflected in the size of the workforce but in the breadth of critical infrastructure that we support every day across defense and social infrastructure, utilities, telecommunications and transport. Importantly, more than 40% of our people are based in rural and regional communities, underscoring the essential role that Ventia plays in maintaining and operating infrastructure that communities rely on every day. Sustainable growth remains a priority for Ventia, resulting in one of our strongest work-winning years since listing in 2021. We reached a record work in hand of $22.1 billion, including $8.2 billion of work won during the year, providing a very solid foundation for Ventia's future growth. Before I go into financial performance, I will speak to CEO succession. At our full year results, we announced that Dean would step down from his role in the fourth quarter of this calendar year, which also matches our financial year, to return to the United Kingdom. Dean is firmly leading the company in the interim, and while we search for that new successor, we want to extend our thanks today to Dean in advance for his tremendous leadership since joining Ventia in 2021. Ventia has become a stronger company under Dean's leadership with meaningful improvement across our operations, our strategy and importantly, our culture, maybe most importantly, Dean has guided the company through a period of significant change with clarity, discipline and integrity. And Dean, the Board deeply appreciates of your commitment, your energy that you have brought and more particularly continue to demonstrate every day. Our CEO succession process is well progressed and is advancing, if anything, slightly ahead of the Board's expectation. In parallel, your Board is using the succession process as an opportunity to ensure that its own skills and capabilities remain aligned with the future needs of the company. Now to performance. As these graphs show, we have achieved consistent financial performance since listing in 2021, reflecting the consistency and dependability of our business. Total revenues have increased 35% since 2021. Net profit has grown by 75% and earnings per share has risen by an impressive 98% over this period. We have also delivered increasing returns to shareholders with our total dividend increasing by more than 45% since listing. Importantly for investors, this demonstrates our continued ability to translate operational performance into shareholder value. Our business operates in an expanding market, supported by very strong long-term tailwinds. According to Oxford Economics Australia, our addressable market is expected to grow from around $86 billion in 2025 to $104 billion or thereabouts in 2029. And representing Compound Annual Growth of between 4% and 5%. This growth is being driven by several structural factors, including population growth across Australia and New Zealand. Across these regions, demand for transport utilities and social infrastructure outpaces the capacity for assets to be planned, funded and delivered. Aging infrastructure further reinforces the need for specialist operators like Ventia. In addition, geopolitical uncertainty is reshaping infrastructure priorities with increased government defense spending supporting long-term investment in defense capability and sustainment and asset management. Ventia is Australia's third largest defense contractor and largest defense services contractor will benefit from this thematic. The energy transition is an accelerating investment in electrification, renewable integration and more resilient energy networks. At the same time, growth in digital infrastructure is increasing demand for services such as data centers, predictive maintenance and the use of advanced technologies. Together, these drivers underpin the long-term demand and resilience of the contracting sector, and Ventia is very well positioned to capture these opportunities while continuing to deliver essential services that benefit our communities every single day. Now Ventia is a people business, and we are committed to fostering fair, inclusive and respectful workplace. One area I want to focus on today is the role of people in our supply chain, which doesn't often get into the limelight. We are very proud to work with over 12,000 suppliers across Australia and New Zealand, enabling Ventia to deliver essential services for our customers and communities. We celebrate supplier diversity by partnering with a range of local indigenous and social enterprises actively contributing to the economic growth of local communities across Australia and New Zealand. To better understand these relationships, in 2025, we launched our supplier partner, Have Your Say survey, inviting approximately 1,700 suppliers and subcontractors across our projects to be involved and to participate. Notably, 83% of the respondents agree that we effectively manage risks and ensure safety in our supply operations, and 86% believe that they are likely to bid for future opportunities with Ventia. Looking ahead, the feedback and recommendations that we have received from our suppliers will help guide our supply chain strategy and inform how we collaborate with our supply partners. Our focus is on continuing to build a local and diverse supply chain that supports local jobs, enables small and underrepresented suppliers to grow with us and to help build thriving resilient local communities. The Board remains focused on ensuring Ventia continues to build a deeply integrated enterprise-wide technology ecosystem that supports our customers, suppliers and stakeholders in an increasingly digital environment and an AI-enabled operating environment. Ventia runs a single enterprise platform rather than fragmented enterprise reporting platforms, which offers genuine scale and security, the immense data generated from across our business is increasingly being put to work. We are progressing our SAP upgrade, which will enhance the resilience, scalability, efficiency and security of our enterprise systems. This project is progressing very well, approximately 40% complete, and it remains on track and on budget for completion by the end of 2026. We are also advancing the responsible use of artificial intelligence. Ventia uses AI in a practical way to increase productivity and efficiency to help our business win and deliver more work effectively from bid all the way through to field service. It starts before the contract is awarded. We are currently in the development phase of VenIQ, our AI-powered bid optimization platform, which analyzes our historical performance, our cost base and the competitive landscape and gives our bid teams a clearer picture of where to price competitively. This leads to more disciplined bids improved win rates with greater margin certainty. AI also supports our teams in the field. We are in the pilot phase of using AI Apprentice, a voice and vision-enabled assistant which gives workers faster access to the right information, including technical guidance and compliance requirements when and where they need it. This does not replace experience or judgment, it strengthens it. So AI is our friend. And the result is a safer workplace, more consistent outcomes and better service for our customers. Together, these capabilities help Ventia deliver work more efficiently, become more competitive and win new contracts across our key growth sectors. Looking ahead, we recognize that responsibly implementing AI is not simply about technology or model capability. It requires the right operating model, strong governance, trusted data and appropriate risk controls. It also requires effective partnerships, wide adoption by our people and a clear eye on the emerging systemic risks like quantum computing. Our aim is to move at pace while maintaining trust, protecting our customers and strengthening operational performance. Now to sustainability, which remains a core commitment of Ventia and a core part of our group strategy. I'm very pleased to report that we reduced Scope 1 and 2 emissions by 22.4% from our 2021 baseline. Scope 3 emissions, which are generated by third parties across our value chain rather than our own operations remain a challenge, and I suggest they're a challenge for all organizations. This reinforces, however, the need for continued collaboration with our customers and with our suppliers. It gives us a reason to engage and talk to them beyond the commercial contract construct every day. In 2025, Ventia analyzed Scope 3 emissions from across our top 100 suppliers, laying the foundations for collaborative decarbonization initiatives in 2026 and beyond. Our reduction in Scope 1 and 2 emissions was supported by a range of operational initiatives targeted across the group, including continued electrification of our fleet. At the end of 2025, 13% of the group's light vehicle fleet was electric or hybrid, which will increase to 21% by the 1st of July. At that point, 100% of our passenger fleet will be electric or hybrid. This year, Ventia prepared our sustainability report in our 2025 annual report made the whole report a bit thicker, but as required by the AASB S2 Climate-related Disclosures. As a calendar year reporter, we were one of the first listed companies to report under this mandatory requirement. This aligns with global best practice for reporting on climate resilience, risk and opportunity. This new reporting supports investor expectations for transparent climate information and provides clear disclosure of Ventia's climate governance, including Board oversight, introduction of our climate scenario analysis and climate resilient assessment. Our climate reporting framework is equally applicable to other systemic risks that we face as a business. such as supply chain disruption, fuel security and technology disruption. I'm also pleased to confirm that we continue to make progress on our social sustainability footprint. In 2025, Ventia was the winner of the Global Excellence in Social Value Awards for pioneering a measurable and scalable approach to social impact through the themes outcomes, measures, framework. And I specifically thank Dean Banks for his leadership in Australia on this particular initiative. And more particularly, he took that initiative and support to the world. Throughout 2025, we continue to deliver consistent and growing returns for our shareholders. We declared a dividend of 75% of our net profit after tax and amortization in 2025, which amounted to a total dividend of $0.2325 per share, an increase of 16.4% on financial year '24. In February '25, we launched an on-market buyback of up to $150 million to efficiently return capital to investors with $137.6 million returned to shareholders during 2025. This program was increased in February this year to $250 million across 2025 and 2026. We understand how important dividends and responsible capital returns are to our shareholders, and we are pleased to continue to provide growing dividend profile. Finally, I want to thank our shareholders, our customers, the communities we serve and the whole of the Ventia team for and on behalf of the Board. I would now like to welcome Dean Banks, our Group Managing Director and CEO, to the lectern. Thank you, Dean.
Dean Banks
ExecutivesThank you, David. I would also like to extend a warm welcome to everybody joining us on the call today. I am Dean Banks, proud and privileged to be Managing Director and Group CEO of Ventia. 2025 was a successful year for Ventia, demonstrated by strong financial performance. Revenue reached $6.1 billion and underlying NPATA reached $258 million, an increase of 13% on financial year 2024. These results highlight the hard work and dedication of our workforce the disciplined governance control applied across our operating model and the resilience of our business. Cash conversion rose 2.2 percentage points to 93.6% and our fifth consecutive year of expansion, reflecting the relentless focus on cash management across the group. Our work in hand grew by 14.4% to $22.1 billion. illustrating the strength of our customer relationships and the benefit of a diversified portfolio. Across the group, we have delivered sustainable margin improvement reflecting our focus on continuous improvement. In Defense and social infrastructure, we had a strong result with EBITDA increasing by 13.3% and margins improving by 1.5 percentage points. This outcome reflects a deliberate shift towards higher margin work. Revenue declined by 7% to $2.4 billion, primarily due to lower project activity. Infrastructure Services delivered an excellent result with revenue up 8.4% and EBITDA increasing by 17.1% to $129 million. This result benefited from the full year contributions of contracts mobilized in full year '24. Infrastructure Services performance over the near to medium term will be elevated by emerging opportunities associated to energy and water tailwinds. Our Telecommunications business recorded revenue growth of 6.1 percentage points and EBITDA growth of 4.3%, underpinned by more than $3 billion of new work secured during the year. This included the $2.1 billion nbn field module contract, $1.1 billion of nbn copper to fiber upgrades and the mobilization of the 5-year Telstra contract that we secured at the end of 2024. Transport delivered revenue growth of 1.8% and EBITDA growth of 6.5%, excluding the novation of the Toowoomba Second Range Crossing contract. Margin improved by 0.4 percentage points, reflecting a better mix of work and disciplined cost control. These results demonstrate the strength and diversification of our portfolio and reinforce our confidence in Ventia's strategy and the long-term growth outlook. Redefining service excellence sits at the heart of our strategy. It sets our direction and is intended to help align our people and our culture. At its core, this strategy differentiates Ventia through a disciplined approach to drive customer focus, innovation and sustainability to continue to be recognized as a trusted long-term strategic partner. Our strategy aims to deepen customer relationships to help elevate performance, and meet, if not exceed current and future expectations. This underpins our aspiration to consistently be recognized as a partner of choice for safe, reliable and innovative solutions. We've also recently undertaken a refresh of our brand to reflect a bolder narrative around our strategy and the idea that together, we go further. During our full year '25 results presentation and again most recently at our Investor Day, I outlined 4 significant market opportunities, namely defense, digital infrastructure, energy and water. In Defense, we see sustained long-term growth driven by structural increases in defense spending. Ventia is well positioned to capture this opportunity through our national footprint, long-standing defense relationships and ability to deliver integrated services at scale. In digital infrastructure, demand for connectivity, data and digital resilience continues to accelerate. This is reshaping customer requirements across areas such as data centers, high-capacity fiber networks and AI-enabled solutions. The energy sector is undergoing a significant transition, balancing the need for reliable power with the development of new energy assets that will need managing and maintaining over the long term. In water, aging infrastructure and population growth are driving increased demand to accelerate investment. Across Australia and New Zealand, there is a requirement for infrastructure upgrades, incorporating new capability and new technologies. Ventia is well positioned to leverage these opportunities. 2025 was a strong and progressive year. We outperformed versus our NPATA guidance, whilst expanding group margins. We also had a record year in respect of work winning and therefore, our start point for 2026 offers a strong and robust platform. Indeed, we started the year with more than 85% of revenue secured, and an increase in average contract tenure to 6.4 years. I'm very pleased to be in a position today to reaffirm our full year '26 guidance of 7% to 10% NPATA growth versus the prior year. Alongside earnings growth, we expect to achieve cash conversion above 90%, and continued margin expansion, resulting in a group margin greater than 8.5 percentage. We remain focused on delivering long-term shareholder value, and this includes returns targeted at 75% of NPATA and the increase in our on-market share buyback program by $100 million taking the total program to $250 million across 2025 and 2026. As David mentioned earlier, I believe in Ventia and returning to the U.K. in the second half of this year. Leading this organization over the past 5-plus years has been a great privilege. And over that time, I believe, together, we have created a strong and resilient business. One which I'm certain will continue to mature and grow post my tenure. The business has an unprecedented market tailwind ahead, and I look forward to watching on finally from afar as Ventia grasps this emerging opportunity. I look forward to welcoming the new CEO in due course. But in the meantime, I will continue to work diligently along with my team to deliver upon what we say we will do. Finally, can I also take this opportunity to thank my colleagues, our supply chain partners, customers, investors and the Board for their continued support and trust. I will now hand back to David. Thank you.
David Moffatt
ExecutivesWell, thank you very much, Dean. And I will now turn to the formal items of business for the meeting. The items of business as set out in the Notice of Meeting, which is available on the ASX and the NZX, Ventia's website and the online meeting platform for today's AGM. In the interest of time and to ensure we spend as much time on questions as is necessary, I am going to deal with all items of business at once and then take questions on all items of business. Shareholders are encouraged to ask questions. Maria Dzopalic from Computershare is the returning officer for the purpose of conducting and determining the results of the poll. The results, which will be announced to the ASX and the NZX later today. Before we look at the items of business in detail, this slide shows the votes that have been received to date on each resolution. The Board recommends that shareholders vote in favor of each resolution. I will take the Notice of Meeting as read, and I note that in summary, the matters to be dealt with include, firstly, to receive and consider the financial report, the sustainability report, the directors' report and the auditor's report for the financial year ended 31st of December 2025. There is no vote required on this item. These reports were published in the 2025 annual report released to the ASX and NZX and posted to those shareholders who did request a physical copy. Shareholders have also had the opportunity to review the 2025 annual report on the company's website. I'd like to advise that our independent external auditor, Ms. Harriet Fortescue, a partner at Deloitte, is here with us today and is available and willing to respond to your questions in relation to the conduct of the 2025 audit. I would like to formally acknowledge Harriet Fortescue, who in accordance with the audit partner rotation requirements will step down as lead audit partner at the conclusion of today's meeting. Harriet has worked very closely with the Board and the Audit, Risk and Compliance Committee over the past 5 years, and we deeply appreciate the rigor, independence and professionalism that Harriet has brought to the audit process. On behalf of the Board and management, thank you very much, Harriet, for your service and commitment. I also welcome David White, who will assume the role of independent external audit partner following this meeting. And we look forward to working with David as we have with Harriet in the years ahead. Next, we have the vote on the remuneration report for the year ended 31st of December 2025. The remuneration report commences on Page 76 of the annual report. As I said, it's a weighty time. While the vote on this matter is advisory and will not be binding on the Board or the company, we do consider shareholders' feedback very important input into our ongoing remuneration decisions. To provide insight into the structure, the rationale and the outcomes of the company's remuneration framework and how it supports the creation of long-term sustainable value for our shareholders. I would now like to call upon Sibylle Krieger, the Chair of the People and Remuneration Committee to speak specifically about the 2025 report. Thank you. Sibylle.
Sibylle Krieger
ExecutivesThank you, Chairman, and good morning, shareholders. Ventia's remuneration framework was developed with external independent advice, and it remains anchored in 3 principles: market competitive positioning internal equity and a strong link to performance. Fixed remuneration is positioned around the median of relevant comparators and is independently benchmarked on a 2-year cycle. Variable remuneration comprises both short-term incentives or STI and long-term incentives or LTI. The STI is contingent on the achievement of appropriately challenging targets across safety, financial performance, strategic and sustainability measures. These targets are reviewed annually to ensure they remain aligned with Ventia's strategic priorities and shareholder expectations. Outcomes are delivered through a combination of cash and deferred equity. LTI is delivered through share appreciation rights or SARs. These directly link reward to long-term performance and shareholder returns. SARs are granted if performance conditions are met. They then vest after 2, 3 and 4 years, subject to further performance conditions and subject to share price growth. This means that SARs only deliver value if the share price grows. This framework balances short-term delivery and long-term value creation and continues to receive strong shareholder support. Remuneration outcomes for FY '25 appropriately reflect Ventia's performance, and remain closely aligned to shareholder outcomes. Safety remains our highest priority, and the Board continues to ensure that safety performance is appropriately reflected in reward. While FY '25 represented Ventia's strongest year-on-year improvement in systemic safety performance, as measured by TRIFR, this must be considered in the context of the tragedy we experienced in November 2025, where we tragically lost a young colleague in a workplace fatality. This incident was felt very deeply across our business, and it is a stark reminder of the importance of our people's health and safety. Investigations continue, and the full outcomes will not be known for some months. In determining the variable remuneration outcomes for the year, the Board considered a wide range of factors. First, while revenue was stable, our underlying earnings before interest tax, depreciation and amortization margin improved to 8.7%, which is our highest ever. Work in hand increased by 14.4% to $22.1 billion. We also delivered our highest ever dividend since listing with a total dividend of $0.2325 per share reinforcing our focus on shareholder returns. During 2025, we also increased our on-market share buyback program from $100 million to $150 million, demonstrating disciplined capital management and strong returns to our shareholders. However, in recognition of the fatality, the Board exercised discretion to reduce the safety component of STI to nil, resulting in a 15% reduction for all participants and an STI outcome of 88.8%. The Board will consider the need for any further adjustments once all investigations conclude. For the FY '25 LTI award, which was subject to an upfront grant assessment at the end of the financial year, an outcome of 90.4% was achieved. This assessment determined the number of SARs granted to executives with vesting subject to future performance testing. During FY '25, we had the opportunity to observe Ventia's executive remuneration framework in action. The first tranche of the FY '22 LTI award was tested in March 2025, with the return on equity hurdle achieved, resulting in full vesting. These awards only deliver value when share price increases. Over the vesting period, Ventia's share price increased from $2.22 to $4.21, reflecting very strong growth in shareholder value. In 2026, we are undertaking leadership transition with Dean Banks exiting the business late this year after 5 outstanding years of service to Ventia. The CEO selection process is well underway, and the outcome will be disclosed in due course in accordance with the ASX Listing Rules. Looking ahead, the Board has determined based on actual experience of vesting outcomes that the current remuneration framework remains fit for purpose. The Board does not propose any substantive changes to the framework. Following independent benchmarking, a moderate increase of 3% CEO fixed remuneration and an uplift in CEO LTI opportunity from 100% of fixed to 120% were approved by the Board during 2026. The People and Remuneration Committee Chair fee was increased, but other nonexecutive director fees remain unchanged. In conclusion, our remuneration framework continues to operate as intended, providing a clear and consistent link between performance and reward and supporting long-term value creation. On behalf of the Board, thank you for your continued support for our remuneration framework and its outcomes. And I'll now hand back to the Chair, but I'll be happy to address any remuneration related questions in the Q&A session. Thank you.
David Moffatt
ExecutivesThank you very much, Sibylle. And I will now move to the next item of business, which is the reelection of 2 directors being Jeff Forbes and Sibylle Krieger. I invite Jeff to say a few words in support of his reelection as a Nonexecutive Director of Ventia. Thanks, Jeff.
Jeffrey Forbes
ExecutivesThank you, Chairman, and good morning, ladies and gentlemen. Thank you for the opportunity to address you today to seek your support in my reelection as a non-Executive Director for Ventia Services Group Limited. I was first appointed to the Board prior to Ventia listing on the ASX and NZX in October '21. In addition to being a Director, I Chair the Business Development Committee and the Nominations Committee. I'm also a member of the Audit Risk and Compliance Committee. I'm an experienced finance executive and company director with over 30 years merger and acquisition equity and capital markets and project development experience. I also have significant expertise in the financing and development of resource projects in both Australia and in the Asia Pacific region. As an executive, I was the CFO and Company Secretary of Cardno before leaving to commence nonexecutive director roles in 2013. Since then, I have been a Non-Executive Director, Member of the Remuneration and Audit and Risk Committees of both listed and unlisted companies in a variety of sectors. I hold a Bachelor of Commerce from the University of Newcastle and I'm a graduate of the Australian Institute of Company Directors. As it relates to Ventia, I've been part of the Board since 2021 and have a deep understanding of our business. I strongly believe that Ventia is a business that is well positioned for future success. We operate in diverse markets that are growing, supported by industry tailwinds and increasing demand for essential infrastructure services. Subject to your vote, ladies and gentlemen, I look forward to continuing to make a significant contribution to the Board and Ventia generally in setting new standards of service excellence in 2026 and beyond. I confirm I have the time needed to support Ventia and to represent shareholders' interests and into the future. I ask you for your support. And I thank you again for giving me this opportunity. Thank you.
David Moffatt
ExecutivesThank you very much, Jeff. And I would now invite Sibylle to address the meeting in support of her reelection as a Nonexecutive Director. Thank you, Sibylle.
Sibylle Krieger
ExecutivesThank you, David. Good morning, again, shareholders. And as you know, I'm Sibylle Krieger, and I've been a Director of Ventia now for 5 years. Since the period leading up to the IPO. In addition to my role as an independent nonexecutive director, I'm Chair of the People and Remuneration Committee of the Board. I'm also a member of the Safety and Sustainability Committee, the Business Development Committee and the Digital Business Committee. I'm up for reelection at this AGM as the Chairman has stated, and I would welcome your support. I've had the opportunity to meet several of you during our recent round of governance meetings and value very much your inputs and feedback. My original training and first career was as a commercial lawyer. I was a partner in a global law firm and also in a first-tier Australian national firm. I led teams and gain broad commercial experience, including in areas of direct relevance to Ventia. I have a long-standing interest in people, their engagement, their growth and their reward. In total, I have over 20 years experience as a Non-executive Director and Chair across listed and unlisted companies in multiple sectors including energy, water, intellectual property services and financial services. I'm currently a Director on 2 ASX-listed boards. In the past, I've served on another 3 listed company boards as well as unlisted boards in water, infrastructure and energy. I have experience in government procurement processes and government decision-making in its interactions with the private sector. It's been a privilege to work with Dean Banks over the last 5 years. His leadership has been invaluable to the performance and the culture of Ventia. Now that Dean is planning to head back to the U.K., I have been closely involved in the process of defining our future needs and in finding our next CEO. I look forward to working with Dean's successor to build on the strong foundations which Dean has built. And to drive future growth while preserving the positive culture of Ventia. With your support, I look forward to contributing thoughtfully to Ventia's next chapter, the integration of its incoming CEO, the development of its people and Ventia's continued disciplined risk-informed growth and long-term value creation. Thank you. I'll now hand you back to the Chairman.
David Moffatt
ExecutivesThank you very much, Sibylle. The Board, with each of Jeff and Sibylle abstaining on their individual reelections, recommends that shareholders vote in favor of their reelections as directors of the company. The next item of business is seeking shareholder approval for an increase in the maximum aggregate amount of remuneration payable to all nonexecutive directors in any financial year. The proposed fee pool increase will provide flexibility to manage future Board appointments and renewals allowing for overlapping terms of nonexecutive directors having regard to the Board's skills matrix whilst ensuring that fees are competitive with those paid by comparable companies. Importantly, approval of this resolution does not of itself increase any individual directors' fees, nor does it commit the Board to implementing a full increase. Any future changes to directors' fees would be considered carefully by the Board, having regard to performance, market benchmarks and importantly, shareholder interests. Details of the resolution are set out in the Notice of Meeting. Given the interest of nonexecutive directors in the resolution, the Board refrains from making a recommendation to shareholders in relation to this resolution. Now before we move to questions, I confirm that there are some voting restrictions that apply to the matters before the meeting today. These are set out in the detail in the Notice of Meeting. As Chairman, I will vote all undirected proxies in favor of all the resolutions before the meeting today. The poll remains open, and you can vote at any time until I close the polls towards the end of the meeting. I will give you ample notice that, that is occurring. The final result of the polls will be provided to the ASX and the NZX later today and will be available on the company's website. I will now move to taking questions.
David Moffatt
ExecutivesShareholders could submit written questions before the meeting today, and shareholders who have logged into the online meeting platform today can also submit written questions about any items. So please feel free to do so. And indeed, I encourage you to do so. I will also take verbal questions from the phone line. Where written questions have been submitted. I will ask Em Hogan, our Group Executive Strategy and Corporate Affairs to read them out to the meeting today. as Chairman, I'll determine whether I will answer the question or whether I'll invite Dean or one of my Board colleagues or even our external audit partner to answer the questions. I will now open the meeting to questions. Em, do we have any questions submitted to the meeting platform, please?
Emma Hogan
ExecutivesWe do. Good morning, Chair, and good morning, shareholders. Our first question is from Julian Glynn of First Collins Pty Ltd. Questions are, are you seeing an increase of foreign competition in infrastructure management in Australia and New Zealand. And given the increase in defense expenditure in East Asia, are you seeing opportunities increase in this region? Or are there high barriers to entry?
David Moffatt
ExecutivesJulian, thank you for your question. Dean, I think that's a great question for you, please.
Dean Banks
ExecutivesThank you, David. Thank you, Julian, for your question. What I would say, first and foremost, is I think the market from a competitive landscape perspective in Australia and New Zealand is really stable. There's not really been any consolidation in the market since Ventia bought Broadspectrum and Service Stream bought Lendlease Services. And we've not really seen many internationals come into the market. I think one of the reasons for that is, although we've talked about growth tailwinds they tend to apply across the rest of the globe as well. So I think there's capacity for them to work there. I would say, therefore, that if you look at the service industry, all competitors at the minute are doing well, and that illustrates that there's good market opportunity for everybody. In respect of overseas opportunities in East Asia, I would probably revert to what David said earlier, in terms of opportunity. We are a circa $6 billion business in a market currently recognized $86 billion rise in to over $100 billion. So I think organic growth is our focus with some inorganic activity as bolt-ons to try and bring additional geographies, additional capability or adjacencies to our business. And I think last, we would look at going overseas, but it's not really a component of our strategy and something that we're focused on at this point in time.
David Moffatt
ExecutivesThank you very much, Dean. Em, any further questions, please?
Emma Hogan
ExecutivesYes. Our next question is from the New Zealand Shareholders' Association and states, noting the transition of CEO in late 2026 as well as the fact that you have been on the Board for 11.5 years. Can the Chair please provide an update on his own tenure and Chair succession.
David Moffatt
ExecutivesSure. Thank you to the New Zealand Shareholders' Association for the question. The most important thing, I think, is the near term where as Chair, I will see through the integration and the next CEO to be firmly embedded in the company and setting it to sustain the growth that the company has sustained to date. More importantly, the Board does have a very well-developed succession plan and conversations that occur between the Board members thinking about all directors' interest. So it is a total Board succession, not just thinking about chair. Fortunately, I have the time, the energy and the total commitment to Ventia to continue to serve and look forward to doing so in the interim. But of course, if any of that changes I would work with my Board colleagues and we would adopt our managed succession plan.
Emma Hogan
ExecutivesThank you. And another question from the New Zealand Shareholders' Association. Why haven't shareholders been provided with an independent report on the proposed increase to the directors' fee pool so that they can make an informed voting decision.
David Moffatt
ExecutivesGreat. Well, thank you again for the question. And I think Sibylle, perhaps I could turn to you for that matter.
Sibylle Krieger
ExecutivesThank you, Mr. Chairman. The first thing to be said about the fee pool is it's been in place unchanged for 5 years now. So it seemed to us that the need for an increase would be relatively uncontroversial. We seek external independent advice on the level of director fees at the same cadence as CEO and executive reviews take place and we calibrate the fees paid to NEDs on this Board against that advice. The -- all of which is disclosed in the remuneration report. It didn't seem to us in all of those circumstances that a separate report justifying an increase after a 5-year period required independent input. And I should just add that I understand this may be a norm in New Zealand. It's not a norm among Australian listed companies.
David Moffatt
ExecutivesThank you very much, Sibylle, any further questions at this stage.
Emma Hogan
ExecutivesNo further questions, Chair.
David Moffatt
ExecutivesGreat. Well, thank you very much, and thank you for those questions that we did receive, and I hope you found the answers both comprehensive and complete. I now -- that now completes all of the items of business for the meeting. So I would like to advise that voting on all resolutions is about to close. I will provide you all with just a few moments now to allow you to finish voting. And so please complete your voting now. [Voting]
David Moffatt
ExecutivesI will now close the polls. As I said earlier, the final results of the polls will be provided to the ASX and NZX later today and will be placed also on the company's website. I thank my fellow directors for supporting me as Chairman. And on behalf of the Board, I look forward to working with the executive leadership team as they continue to deliver on our corporate purpose of making infrastructure work for our communities while redefining service excellence. I would like to thank all of our Ventia employees for their significant efforts in supporting our customers and the communities. And as I mentioned, our supply chain, I would also like to thank our supply chain for the work that they do in helping us to deliver our service excellence while keeping people safe every day. Thank you all very much for joining us online today, and thank you for your ongoing support of Ventia. Please stay safe.
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