Good morning, ladies and gentlemen, and welcome to the annual general meeting of ARN Media. On behalf of the board, I begin by acknowledging the traditional custodians of the land on which we meet today across Australia. I pay my respects to elders past, present, and emerging, and extend that respect to all Aboriginal and Torres Strait Islander people. My name is Hamish McLennan, and with me in the room are my fellow directors, Belinda Rowe, Paul Connolly, Alison Cameron, and Brent Cubis. Also joining is CEO and Managing Director Ciaran Davis, CFO Andrew Nye, Company Secretary Jeremy Child, and our auditor from PwC, Eliza Penny. I am informed that there is a quorum present and accordingly declare the meeting open. 2023 has been a challenging year for Australian media in tough economic conditions.
ARN Media delivered a competitive operational performance against a backdrop of reduced consumer spend, a slowing economy, and a reduction in government advertising spend which impacted revenues. Last year, the company name changed to ARN Media, reflecting our ambition to build the most valuable audio entertainment business in Australia. To do this, our focus has been strengthening the business from its core while building foundations to create more value for our shareholders now and into the future. In June 2023, ARN acquired a 14.8% stake in Southern Cross Media. This investment positioned ARN to form a consortium with Anchorage Capital Partners and make a non-binding indicative proposal in October of last year to acquire SCA through a scheme of arrangement. We strongly believe this acquisition would create Australia's most valuable audio-led entertainment business anchored by the KIIS and brands, the best talent in combining ARN and SCA's digital audio assets.
It presents a unique opportunity to unlock immediate and long-term value. Under the proposed transaction, SCA shareholders would have received ARN shares in cash, plus the potential benefit of franking credits. It represents an attractive 29% premium to the SCA share price of AUD 0.73 in October and a 46% premium including franking credits. In March, the consortium indicated that it was willing to increase the offer by up to AUD 0.10 per SCA share subject to the satisfactory completion of due diligence. Anchorage and its advisors completed an extensive review of SCA's regional TV business. In light of the continued decline in the trading performance of regional TV, the deteriorating outlook for regional TV, and the existing long-term contractual obligation for SCA for outsourced TV broadcast transmission, Anchorage informed us on Saturday that they were no longer prepared to acquire the regional TV business.
As a result, the consortium has withdrawn its proposal. ARN thanks Anchorage for its engagement as a consortium partner and recognizes the considerable investment that they made over the last seven months. It is important to note the consortium's work into radio operations, outlook, and the digital audio business was progressing well, with both parties comfortable that the diligence in this area was nearing satisfactory completion. Notwithstanding Anchorage's decision, ARN still considers the proposal represented a unique opportunity to unlock value creation. As announced to the ASX yesterday, ARN intends to engage with SCA on a revised proposal to preserve this compelling opportunity for ARN and SCA shareholders. Under this revised proposal, ARN would acquire the same radio assets and assume 100% ownership of the combined digital audio business assets of ARN and SCA. SCA shareholders would receive up to 0.87 ARN shares for each SCA share.
They would also retain their shareholding in SCA or in a newly listed demerged entity that would hold the radio and television assets previously expected to be acquired by Anchorage. ARN is also willing to work with SCA to explore any other alternative proposals it may receive that provide greater value or cash certainty for SCA shareholders. This includes any alternative proposals from a third party acquiring New SCA radio or regional TV assets on a combined or a separated basis. ARN remains committed to delivering an attractive and certain outcome to SCA shareholders. ARN is prepared to work with SCA to review the ARN and SCA transaction parameters to optimize the outcome for both sets of shareholders. Obviously, we will keep the market informed in the event of any material developments.
I firmly believe ARN is the most well-run audio business in Australia, demonstrated by our continued success in delivering leading audiences and further growing our audience base by 4% last year. Key to ARN's leadership position is our investment in the best on-air talent in Australia, with critical long-term contract extensions of key network talent finalizing during the last year. In November, we announced that we had significantly extended the contracts of our two top-rating breakfast shows in Sydney and Melbourne. KIIS 1065's Kyle and Jackie O were secured until the 31st of December 2034, another 10 years on top of their existing contract. GOLD104.3's Christian O'Connell has been secured until the 31st of December 2029, another 5 years on top of his existing contract.
The contracts are aligned to ARN's objectives to incentivize and reward superior performance, and we are confident that we will deliver increased returns over that period. We remain strong on capital management, as demonstrated by our exit from Soprano, which allowed us to fund our investment in SCA. Our balance sheet is strong, and the group's financing facilities have a stable tenure and sufficient undrawn limits remaining. The company declared a fully franked dividend of AUD 0.035 for the half year and another AUD 0.036 in February. The board remains committed to maintaining strong dividends for shareholders thanks to the high cash-generating nature of the business. At the last AGM, Roger Amos retired from the ARN Media Board, and Brent Cubis was then appointed in his place. Brent has made a strong addition to the board, bringing over 30 years of experience across a broad range of industries, including media.
Brent was also appointed to Chair of the Audit and Risk Committee. Our board has the right mix of skills to navigate the opportunities and market conditions, as we say today, and I thank them for their dedication and contribution. Looking ahead, ARN Media faces the ongoing challenge of uncertain advertising markets. Despite this, we are well placed to tackle the year ahead. We are focused on progressing the proposal with SCA, and while market restructuring has been talked about for a long period of time, the fact remains that today's regulatory environment is not reflective of the market in which Australian media operates and urgently needs government action.
Finally, I'd like to thank our people, our clients, and our shareholders for supporting us. We have bold ambitions, and without the ongoing support of these people, we would not be able to achieve them. I'd like to now hand over to Ciaran.
Thank you, Hamish, and good morning, everyone. As the Chairman has said, 2023 advertising markets continue to face ongoing challenges. On a statutory basis, group revenues of AUD 334 million decreased 1% on prior period, with second-half trading slightly improving on the first, but there is no doubt the business was impacted by reduced advertising sentiment by clients. Tight cost control restricted group costs before significant items to AUD 270 million, in line with guidance, and an increase of 2% compared to the prior year. Underlying group EBITDA was AUD 71 million, owing to the revenue and cost challenges outlined and lower share of associate income following the successful divestment of the group's interest in Soprano in March 2023. A statutory loss of AUD 9.8 million was impacted by a non-cash impairment charge against intangible assets of AUD 103 million.
Our net debt is currently at AUD 75 million, slightly elevated due to the timing of some payments, particularly in relation to our move to North Sydney office, and we expect this to moderate to 1x in 2024. It is important to highlight that despite the ongoing diligence activity with SCA, strong performance has continued in our day-to-day operations. Firstly, a reminder to everyone that the radio market is stable and underpinned by population and audience growth. This is because of the engagement we have with our personalities and our personalities have with their audiences, the localism and connection with communities, and the fact that we make it easy for them to consume our content across as many platforms as possible free of charge. We are also continuing to see incremental audience growth in digital audio streaming and podcasting.
In 2023, we recorded our best ratings results and our highest-ever metro cumulative audience, reaching over 6.2 million people a week. ARN continued to lead in the key markets with number one stations in Sydney and Melbourne, led by exceptional breakfast performances from Kyle and Jackie O and Christian O'Connell. Regionally, we scaled our audience by a further 2 million, and this year, we have already seen great survey results from Ballarat and in the Gold Coast, where Hot Tomato had its best result ever. Podcast listening has now reached mass appeal, and we had our highest annual average audience to date. The appetite to stream live radio on digital platforms continues to grow. We saw an 11% increase in streaming to over 115 million hours of content last year, and work is ongoing to further monetize this imagery.
You will have seen from our trading update yesterday that we released that year-to-date April revenues are 1% up, driven by digital audio revenues up 40% on the prior period. We maintain our tight cost discipline, and cost control is on track, and we are on track also to deliver the AUD 6.5 million permanent cost-out program we committed to in February. It does remain a very short market, but our sales teams are aggressively pursuing every last dollar, and we are trading smartly from a yield perspective. We are also in a position to capitalize on the hard work we did towards the end of last year to deliver organic growth in four key areas. The first is the profitable monetization of the Hong Kong Trams contract. Secondly, the commercial opportunity by launching Kyle and Jackie O in Melbourne. Thirdly, the delivering and continued delivery of regional revenue synergies.
Finally, the continued execution to grow our digital audio revenues. In Hong Kong, following a period of contract rationalization and business contraction, we were really pleased that in December, Cody finalized an agreement through a competitive tender process to operate as the advertising partner for Hong Kong Tramways. For those of you familiar with the Hong Kong Island, you will be well aware of these iconic trams that circulate the densely populated key business and residential districts. This long-term contract is a major milestone in reestablishing Cody as a key player in the Hong Kong market, building market share, and business valuation. It is a significant contract expected to generate annualized revenues of over AUD 30 million. In Melbourne, Kyle and Jackie O launched on April 29th on KIIS 101.1 and is off to a fantastic start.
Melbourne, at AUD 220 million in 2023, is a more valuable radio advertising market than Sydney, and combined, the two markets represent over 62% of metro radio market advertising. So it is really important that we are number one in both. Historically, KIIS 101.1 hasn't performed as well as KIIS in Sydney from an audience perspective, with KIIS 1065 having doubled the audience and a breakfast show ranking of one versus six in Melbourne. This naturally impacts commercial share, and our modeling suggests a significant advertising share growth opportunity over time with audience and ranking improvement. A lot of preparation has gone into the launch, supported by a large marketing campaign that has just been rolled out, and we are confident in a success based on some of the early proof points we already have. Streaming of KIIS 101.1 is up 63%.
KIIS podcast listeners in Victoria are up 48%, and we've seen a 95% growth in unique users to our websites. Of course, we are also delighted that Chemist Warehouse came on board as the show's sponsor in Melbourne, extending their association with Kyle and Jackie O. ARN is a major force in regional media, with 47 regional stations across Australia. Two years on from acquiring the regional radio network, I am pleased that this acquisition is now completely and fully integrated with singular inventory, revenue, and finance systems. Local revenues, which account for about 70% of overall revenues, continue to perform exceptionally well and, despite market conditions, have increased revenue by AUD 4 million since we acquired the business, highlighting the resilience of regional markets for radio.
Our goal to deliver revenue synergies of up to AUD 20 million a year within three years has been impacted by reduced national spending and considerably lower government advertising. However, as the chart illustrates, excluding the impact of reduced government spend, we have delivered approximately AUD 8 million annualized incremental revenues over two years after two years, sorry. People, processes, and systems are in place to deliver on the remaining national revenue synergy opportunity of between AUD 10 million and AUD 15 million. In 2024, the focus has been on driving national revenues, and I am pleased to say that quarter one 2024, these revenues were up 17% on prior year and ahead of budget. Digital audio advertising now represents a meaningful and fast-growing component of total digital advertising in Australia, recording revenues of close to AUD 78 million and growing at 38% in the final quarter of 2023.
While slow to initially gain traction with advertisers, digital audio growth has been fueled through increased listening and evolving advertiser buying behavior. At the start of last year, we undertook a series of actions that have delivered consistent revenue and share growth since May 2023, and this trajectory is continuing into the first quarter of 2024. Pleasingly, our digital losses in the second half of 2023 reduced by 31% to AUD 3.6 million, and we are on track to achieve a break-even EBITDA run rate by early Q4 this year. Finally, and importantly, the distinguishing factor under our long-term partnership with iHeartMedia is the low-CapEx nature of our digital audio model, which means that we will be cash flow break-even when we are EBITDA break-even. We are delighted by the low-cost benefits our long-term partnership with iHeart delivers.
Our view is that large, ongoing CapEx development required to compete with global platforms does not align with our approach to capital management. iHeart spends about AUD 30 million a year on CapEx and has built a world-class digital audio ecosystem with a complete suite of audio distribution and advertising technologies. We spend less than AUD 1 million a year superserving a digital listening experience with one of Australia's largest and diverse catalogs of audio content across hundreds of platforms. That broad distribution means we reach audiences in every way they want to listen, and so too can our clients. Over the years, we have developed a suite of data-driven audience segments using millions of first and third-party data points such as listening behavior and consumer movements. Leveraging this data and our advanced targeting capabilities, we connect brands to the most valuable audiences with precision and scale.
Using our listener insights, we align our trusted personalities with the most valuable audience targets and deliver a rich listening experience via dynamic creative technologies. From brand lift to attribution to sales lift, we can measure campaign performance, optimize delivery, and share insights with our clients, just like Spotify. Our iHeart platform is the global standard for best practice. We benefit from the full access of its integrated ecosystem, including content, distribution, marketing, advertising, and measurement, and we are thrilled to have this exclusive licence in our market for another 12 years.
Why? Because it means we can focus our investments on creating great content, growing our digital audiences, and working with clients, such as a recent campaign we did for Ampol, delivering really innovative solutions and developing longer-term client partnerships. I'd like to show you a little video. This is a campaign we recently rolled out for Ampol, and it shows the targeting digital capability that we are serving to our clients today.
The Australian Outback is home to the country's most iconic landmarks, but the roads to reach them are some of the most remote and dangerous on Earth, especially this road from Glendambo to Coober Pedy.
The road from Glendambo to Coober Pedy is probably the longest stretch without any supply or fuel.
You're driving into headwinds. You could watch your fuel tank go to half before you've even gotten anywhere. Well, it's a matter of life and death.
Despite signs warning drivers, every year, tourists and locals still get into trouble. But this Ampol service station in Glendambo, or Servo as we call it, aims to turn this remote road into a safer one, introducing the Last Chance Servo, making one remote service station a vital stop in the Outback. How? By using dynamic geofenced digital audio as road safety reminders. This is how it works. We partnered with ARN, Australia's leading audio network, and their iHeartRadio app, zones with geofenced on the way in and out of Glendambo. When a car entered a zone, data points were used to isolate a listener based on their location and distance, time of day, weather, and even geography around them.
Variables were written for every possible data point, meaning hundreds of unique radio ads were hyper-targeted to reach drivers at the times when it mattered to the most. So for a driver approaching Glendambo. Check your tires, your oil, and your fuel gauge so you won't get stranded on that long road ahead to Coober Pedy. One that's driven past Glendambo. You've just passed the Glendambo Ampol. That was your Last Chance Servo for at least 249 km. Driving on a hot day. Given it's over 35 degrees today, grab water for yourself and coolant for your car. Or at night. There's 30 people here and about 300 kangaroos, and boy do they love jumping across the road at night. Last Chance Servo, using dynamic digital audio to turn one service station into a vital stop in the Outback.
So examples like that demonstrate the technical capability we have to serve ads in a digital environment. And as a result of that capability, we're able to form long-term partnerships with the likes of Ampol that mean more revenue for our business. Before closing, I'd like to expand on the indicative proposal outlined by the chairman earlier and the one we are submitting to SCA. Under the proposal, ARN will become a focused metro radio network with 10 quality stations across five capital cities anchored by the KIIS and brands in each location. It will have a significantly larger, growing, and profitable regional footprint, connected with local communities, and benefiting from ARN learnings from its successful acquisition of stations from Grand Broadcasting.
Revenues would be over AUD 440 million, with EBITDA of over AUD 105 million, before the opportunity to accelerate growth via 100% ownership in a scaled digital audio business that is expected to contribute meaningfully to profit and cash flow in the near term. New SCA would own a national network of 44 radio stations comprised of five Hit-branded and three Gold-branded metro stations, and 36 regional markets and 96 regional television signals. It would be ASX-listed with an independent board and management, and is expected to have approximately AUD 350 million of FY2024 forecast revenue and AUD 40 million radio and television EBITDA on a standalone basis before adjusting for expected margin expansion from identified material cost efficiency initiatives. New SCA would operate on a conservative capital structure of approximately 1x.
It would enter into a long-term content supply agreement with the ARN-owned digital audio platform, unlocking a new revenue stream and enabling both parties to benefit from the combined scale and efficiency of investment in digital audio. In addition, it will have full optionality to participate in expected future media market restructuring of radio and TV assets in whole or on a separated basis. ARN continues to consider the acquisition of certain SCA radio assets and the combination of ARN and SCA digital audio assets as a unique and actionable opportunity. This highly strategic proposal proactively positions both businesses for a future as the Australian media sector evolves. The commercial rationale is well understood. It aims to unlock both immediate and long-term value creation for both sets of shareholders.
After many months of diligence, the transaction is actionable now and able to be undertaken with efficiency without undue execution risk. To reiterate, ARN remains committed to delivering an attractive and certain outcome to SCA shareholders at the earliest possible date, and we are prepared to work with SCA to review the ARN and new SCA transaction parameters, optimizing the strategic and value outcome for both sets of shareholders. Ladies and gentlemen, thank you for your time this morning. I will leave you with a reminder of our trading update and also thank you for your support.
The market is tough, but revenues to the end of April were ahead of last year. We are maintaining tight cost controls across our whole business, and we are on track to deliver the cost-out program identified. We are working hard to realize the organic growth opportunities in our core business, and we are actively working on strategic plans to create value for our shareholders across what we believe is a consolidating sector. I would like to thank all our valued clients, all of our team members across the whole country, and I look forward to working with you all in the year ahead.
Thank you, Ciaran. We now move to the formal part of the meeting. Members and proxies have the ability to ask questions and submit votes either in person or online. For those attending in person, to ask a question, please raise your hand during the question time, and somebody will come to you with a microphone so your question can be heard by all. Those attending in person would have been given an attendance card. If you have a yellow card, you're entitled to vote and ask questions. If you have a blue card, you are not entitled to vote but are entitled to ask questions. For those viewing online, the procedures for voting and asking questions are set out in the online guide attached to the notice of meeting, but I will summarize it again now.
To register to vote, click on Get a Voting Card, enter the shareholder or proxy number, then click Submit Details and Vote. If you wish to change your vote while voting is still open, click the Edit Card button. At the end of the AGM, a bar will appear counting down the remaining voting time. Please make changes to your votes and submit before voting closes. To ask a question online, you must first register to vote, as just described, then click Ask a Question, type in your question, and click Submit Question. Questions could be submitted up to an hour before the AGM and until five minutes after the meeting closes. If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question.
My duty as chair is to ensure everyone has a fair chance to ask questions. We will hold the meeting with the degree of discipline to ensure that happens. We will ask the shareholders to limit themselves to two questions per item and that the questions be asked at the same time. Please keep your questions relevant to the items and the business at hand. Finally, after the AGM is finished, a recording will be uploaded onto ARN's Investor Relations page, and the results will be published on the ASX later today. We will now move onto the matters set out in the notice of meeting. First, item one, the financial statements.
I table before the meeting the financial report, director's report, and independent auditor's report for the year ending the 31st of December 2023 for consideration, and invite any questions or comments that you may have on these reports or company management. The company's auditor, Eliza Penny of PwC, is in attendance and can answer any questions you may have about the conduct of the audit, the preparation, and the content of the independent auditor's report, the accounting policies adopted by the company, and the independence of the auditor. Are there any questions or comments either in the room or online?
Hamish, there's one question online. This has been asked by Stephen Mayne. Who came up with the original Southern Cross bid strategy, us or Anchorage? How much shareholder cash have we burned through so far lobbing seven different proposals before our partner walked out last weekend? Has Anchorage paid equally for the bid costs?
I'll answer the first part of the question, and then Ciaran can answer the second part. It was the management of ARN that originally came up to the board with the bid idea, and I'd color it by saying that in Australia, we are under enormous threat from global players. So if you just look at our commitment to quality local content, we're absolutely at the forefront of that, and we pay our full tax in Australia. The idea made sense. Still makes sense. I think what everyone has to realize is that we need to get scale. Every media company in this country needs to get scale. In truth, compared to a lot of these online platforms, we are small. The idea is valid. I would not agree that it's embarrassing. At the end of the day, Anchorage walked away for financial reasons.
So they saw data that gave them cold feet, and they're entitled to do that. I think we have proven as a company over the years that we are very prudent. But again, the status quo for all Australian media companies just will not fly. So we pay our full taxes, I said. So look at some of the online platforms that we compete against. Look at how many people they have in Australia operating within the Australian media sector. And again, if you look at our commitment and what we want to do with regional Australia, a lot of regional TV is syndicated, but there is no local presence.
Newspapers are under enormous pressure, and we are one of the last media that has live and local commitment to content. So our concept of gaining scale is valid, and I don't apologize for anything that we have done. It has been costly thus far, but in relative terms, makes absolute sense, and we're still committed to a bid going forward. Ciaran, is there anything you'd like to add?
Yep, thanks, Chairman. Obviously, this process has been going on for eight months. There was a lot of diligence to be done because of both the scrip and cash nature of the transaction. So there was diligence on us into SCA and on SCA into us. That work was nearly completed. In fact, probably was completed. So very late in the process, obviously, the revelations about regional TV and the deteriorating market did impact Anchorage's decision last Saturday. The combined costs are being split evenly between ourselves and Anchorage and includes all legal diligence and other areas that we've spent money on. And to date, probably mostly about AUD 5 million has been spent. And I'd say that's our share of a split that's been split evenly between ourselves and Anchorage.
Thank you. Another question.
Thank you, Hamish. The next question, also from Stephen Mayne. What is going on with Seven West Media becoming our biggest shareholder during the year? Have they requested a board seat, and what is their position on the Southern Cross Media merger proposal? Why does our fourth biggest shareholder, Alison Cameron, get a seat on the board, but Seven West, News Corp, and Allan Gray do not?
Seven West have not requested a board seat. News Corp don't have a board seat. When we bought the Cameron family radio stations, we felt that it was important to have that voice at the table to make sure that there is seamless integration. Alison's family, so they are the fourth largest shareholder in the company. They have tens of millions AUD worth of stock. They're absolutely invested in the success of this company. Alison's contribution has been second to none. Their family have been in and around radio for over 70 years. There is really no one in the country, alongside our management, who has that deep expertise. We really value her input every step of the way. The very fact that Alison was prepared to back this idea shows that it makes sense. Enough is said in that regard. Is there another question?
Yes, final question on this item. There is a growing risk federal Parliament will impose a blanket ban on gambling advertising, similar to the tobacco regime. What proportion of our advertising revenue currently comes from the gambling industry? Is it above AUD 20 million a year? Is the gambling sector one of our five biggest industry advertisers? Which sectors are larger?
Our advertising mix, it's less than 5%. So while we are concerned at some of the legislation that will come through and the impact it will have on the total advertising market, in terms of ARN today, shareholders is less than 5%.
Thank you, Hamish. No further questions.
Item two, election of a new director. Item two is for the election of Brent Cubis. We ask shareholders to consider and, if thought fit, pass the following as an ordinary resolution: that Brent Cubis, a director appointed to the board since the last annual general meeting, and being eligible for election, be elected as director of the company. By way of background, Brent was appointed in June 2023 as a director and also as chairman of the Audit and Risk Committee. Brent is an experienced director and CFO, with his experience more fully described in the notice of meeting. The board supports his re-election. I now invite Brent to say a few words about his experience and skills he brings to the board. Do you want to? You can just step there.
I'll just stay here. Thank you, Chairman. Good morning, ladies and gentlemen. My name is Brent Cubis, and I was proud to be appointed as one of your directors in June last year. I also serve as the chairman of the Audit and Risk Committee, and I am also a member of the REM and NOM Committee. My professional career and experience over the past 30-odd years has been in senior finance roles in various companies, both publicly listed and private, across a broad range of sectors, including the media sector. This included the CFO for Cochlear and Channel 9 and ACP Magazines when it was held by PBL Media before we sold it to private equity, Westfield, and initially at Deloitte, where I qualified as a chartered accountant.
I'm currently a non-executive director for the healthcare provider Silver Chain and was till last month for A2B as well, before it was delisted after a successful takeover and was previously a NED for EML Payments and Prime Media before it, too, was taken over by Seven West Media a few years ago. I'm also director for the children's cancer charity Canteen. I believe I can serve you best by bringing my deep understanding of M&A, specifically in the media sector, which I have a passion for, having worked on numerous transactions both as a director and executive.
As Chair of the Audit and Risk Committee, I bring over 20 years of experience serving as both a member of the ARC for public and private companies, an exec role, and a director role, which included very challenging market conditions faced during the GFC and COVID pandemic, which I'm sure everyone remembers. I have the time and experience to contribute to the ongoing success of our company, and I thank you for considering my election as a director today. If elected, I look forward to working with my board colleagues to achieve better outcomes for all of our stakeholders, customers, shareholders, and the wider community. Thank you for your support.
Are there any questions?
Hamish, there's one question again from Mr. Mayne. Please comment on the recruitment process that led to the appointment of Brent Cubis to the board. Was a headhunter involved? Did the full board interview Brent, and did they interview other candidates? Did Brent know any of our directors before engaging with the recruitment process, and could he explain any past dealings with News Corp and Seven West Media and their controlling families?
Yes, yes. Well, I'll answer that. Headhunter was engaged. We interviewed a number of candidates. Brent was the standout performer. His deep understanding of the media industry and technology, for that matter, certainly, was a massive plus for him. Culturally, he has fitted in excellently, and he was interviewed by all of the boards. So there was transparency, good governance, and we're delighted with the contribution he's made. Paul Connolly, is there anything you'd like to add as the head of REM?
That was a full process with an outside headhunter. And as Hamish said, all the board met with Brent before appointment.
Brent, is there anything you'd like to add?
I've never had any dealings with News Corp or Seven West Media apart from when we sold Prime Media to Seven West.
Thank you. Are there any other questions?
Thank you, Hamish. No.
Thank you. All right. We now move on to the adoption of the remuneration report, which can be found on pages 46-61 of the annual report. Item three is to consider and, if thought fit, pass the following as an ordinary resolution: that the company's remuneration report for the year ended the 31st of December 2023 be adopted. I note that this resolution is advisory only and does not bind the directors or the company. I now invite questions and comments on resolution three.
Hamish, just one question on this resolution, but multiple questions. This is from Mr. Mayne. Is it correct that Kyle Sandilands is paid more than our CEO? Also, why did it take so long to get the Kyle and Jackie O Show up in Melbourne, and what has the reaction been so far? Melbourne is not used to his sort of uncouth antics. Has there been much blowback, and what board protocols are in place when he crosses the line editorially?
Carl is very well paid for what he delivers. We see him as an integral part of our company. I'm not going to talk specifically about anyone's remuneration other than what we need to publicly disclose. I think it'd be fair to say that whilst we love Ciaran and Ciaran's a brilliant operator and I think the best radio CEO, one of the best CEOs in all of Melbourne, Carl is probably paid more than him, but he brings enormous value to the company. In terms of the style of the editorial that he delivers with Jackie O, we have protocols in place. He appeals to a certain type of audience.
He is regarded in the world of media, certainly in radio, as one of the best talents with Jackie O in the world. We're pretty excited about what they're going to do in Melbourne. So if you don't like his style of editorial, you don't have to listen, but I can tell you a lot of people are listening to what they have to say. So we're very happy with Kyle and with Jackie. Are there any other questions?
No, Hamish. That's all questions. Thank you.
As there are no further questions in relation to this resolution, we will move on to voting on this resolution. In accordance with the Corporations Act, no persons nominated as key management personnel in the 2023 annual report or their closely related parties will vote on this resolution. The proxies received on this resolution are shown on the screen. Please make your vote online for resolution three. Item four. The final item is the grant of deferred rights to the CEO and Managing Director.
Item four is to consider and, if thought fit, pass the following as an ordinary resolution: that for the purposes of the ASX Listing Rule 10.14, Section 200B and 200E of the Corporations Act, and for all other purposes, approval be given for the issue of to Ciaran Davis, CEO and Managing Director, of 159,610 deferred rights in relation to the company's FY23 total incentive plan award and 167,120 performance rights in relation to the company's retention scheme on the terms summarised in the explanatory notes. A voting exclusion applies to this resolution four. I now invite questions or comments on resolution four.
Hamish, there's no questions on this item, and that concludes the questions.
Thank you. As there are no questions, as Jeremy's outlined to this resolution, we will move forward to voting on this resolution. Proxies received on this resolution are shown on the screen. Please make your vote online for resolution four. Ladies and gentlemen, that concludes the business of the meeting. On behalf of the board, I would like to thank you for your support. Shareholders are reminded that they can submit their vote online until five minutes after the meeting closes. The results of the poll will be announced to the ASX later today and will be available on the company's website. Thank you for your attendance and participation. I now declare the meeting closed. Thank you, everyone.