I think we're good to go. I run on Apple time, which I think most of the world does these days, so you're about right, Mark? You think you're pretty close. Yeah. Be good to start something on time for once in my life. So first of all, great to see some familiar faces in the room. Good morning, ladies and gentlemen. For those of you who don't know me, and most of you do, my name is Trent Peterson, and I am the, Interim Chair at the Board of Adairs, Adairs Limited. On behalf of the Board, I extend a warm welcome to everyone in attendance, particularly our shareholders. As it is now 11:00 A.M., right? The appointed time for commencing the 2024 AGM, I'm advised that a quorum is present, and I declare the meeting open.
Details about how shareholders can participate are set out in the notice of meeting, which was sent to shareholders on the 24th of September, 2024 . That notice is also published on our investor website. I'm joined today by my fellow directors and also key members of our leadership team, including Ashley Gardner, front right, and Jamie Adamson, our Company Secretary. From the Board, we have in attendance Kiera Grant, Non-Executive Director and Chair of Audit and Risk, David MacLean, Non-Executive Director, and Mark Ronan, Managing Director and CEO. You'll hear from Mark more shortly. This is, of course, a smaller Board than prior years. A process of Board renewal is currently underway. As shareholders are aware, Brett Chenoweth resigned from the Board in March, and Kate Spargo resigned in August.
Brett and Kate each made substantial contributions to the Board over their years of service, and we thank them sincerely for their valuable contribution. We are currently midstream in a process to appoint two to three new non-executive directors, one of whom will likely become the next chair of the Board. These are important appointments, and the Board is clear on the skills and experience sought as we go to market for these appointments. Tony Morse from our auditor, Ernst & Young, is also in attendance today. Tony will be available to answer any questions on the audit or the accounts at the appropriate time. Tony is front right or my right, next to Ash. Sorry, we also welcome our team from the company share registry Link Market Services.
The agenda for today's meeting is that following my introductory remarks, Mark Ronan, our CEO and Managing Director, will present his report. Mark will also comment on the current trading update, which we released to the market yesterday. We will then proceed with the formal business of the meeting, which is to receive and consider the accounts, the company's financial report rather, and vote on the resolutions. I will now explain the procedural matters as relevant to the meeting. In relation to questions, we are only taking questions from shareholders in attendance or their appointed representatives, as well as shareholders who pre-lodged their questions in accordance with the procedure set out in the notice of meeting. We will endeavor to answer as many questions from shareholders as we can. I ask that all questions, in first instance, be directed to me as Chair.
Voting today will be conducted by way of a poll on all items of business. Voting for all resolutions will remain open until five minutes after the meeting. With each resolution, we will show the tally of votes which have been lodged prior to the meeting on the screen. The final outcome for each resolution will be posted on our investor website later today. I'd like to offer some comments in relation to Mark Ronan. In the last few months, we announced Mark's departure, and since then, we have announced the appointment of Elle Roseby. Due to contractual commitments, Elle is unable to start until the 20th of January, 2025 . Mark continues to lead the business, and hence his position today.
We wanted to take this opportunity to publicly acknowledge Mark's leadership, tenure, and contribution to the company across a very impressive 17 years. Mark joined Adairs in 2007 and held various leadership positions over the course of the next nine years. In 2016, he became Managing Director and Chief Executive and held this position for some eight years. Mark has been an excellent leader and widely respected. He led the acquisitions of Mocka in 2019 and Focus on Furniture in 2021. Both have served to enlarge and diversify our group. Mark also played a key role in developing our online channel and our wider omni-channel strategy. This strategy was so important when COVID hit in early 2020.
In this difficult time, the group was better placed than many others to weather the initial storm, respond and pivot to changed customer behaviors, and perform exceptionally well through what we call the COVID years. Mark is determined to deliver a strong first half result in FY 2025. He remains fully engaged in the business. He is delivering improved results and executing our strategic priorities. He's also spending a lot of time on the road. The strong trading update released yesterday shows evidence of the hard work of Mark and our team. The decision of Adairs to step into the NDC is also proving to be a strong and important decision, and Mark will provide an update on this important matter in his report. I believe I speak for the entire Adairs family in thanking Mark for his service and leadership. The company is materially better for his contribution.
We wish him well for the years ahead. Mark will always be a friend of Adairs and many of our team, and I include myself among that. Moving to the appointment of Elle Roseby as our incoming CEO and Managing Director. As much as we will miss Mark, Elle is an exciting appointment for our company. Elle is an authentic, values-driven leader with deep experience across fashion, apparel, and home textile product categories. Elle joins us from Country Road Group, where she was Managing Director of the Country Road brand for six years, delivering some exceptional results. We believe she is an excellent appointment to succeed Mark, and we look forward to her commencement in January 2025 On a broader note, our people remain our best asset and our most important asset.
How we attract, retain, and incentivize our people remains a key focus of the Board, along with the culture of the organization. A number of the senior leadership team are in the room today, and I encourage those shareholders attending to use the opportunity to talk with them after the meeting. I am personally pleased with the progress we are making across the portfolio. The improvements in performance we are seeing is encouraging. We are well-positioned as we look toward the emergence of an improved consumer environment. However, ultimately, our success will be most influenced by the matters we can control, and as a Board and a leadership group, this is our focus. That concludes my report. We will have time for questions shortly. I will now hand over to Mark to present his report. Thank you.
Thanks, Trent. If I start with 2024, and as shareholders will be aware, the 2024 financial year was a challenging one for many retailers, with the macroeconomic environment impacting household budgets. However, as we expected to be operating in this environment, we planned accordingly, and as Trent mentioned before, we really focused on delivering against those elements within our control. This saw group sales finish down 4.3%, with the higher cost of living pressures seeing a reprioritization of household expenditure and a decline in customer traffic. Disciplined purchasing and pricing strategies, however, across the group, supported less clearance activity and drove more profitable sales, which increased our gross margin by 170 basis points to 60.3%. Across the year, our costs of doing business were well controlled.
Through various cost management initiatives and cost out programs, we removed approximately AUD 11 million in cost across the FY 2025 year. This helped offset ongoing inflationary pressures of between 3% and 6% across our major cost lines, such as wages, rents, utilities, and freight, to see the group deliver a flat CODB result. All of this resulted in underlying group EBIT of AUD 57.6 million, which was down 9.8% on the prior year. Whilst the financial results were not what we wanted, the business did a good job of managing their controllables. Importantly, across FY 2024, each business delivered initiatives on top of that to support their future growth and set ourselves up for FY 2025 and beyond. I'll now take a moment to walk through the achievements and priorities of each business that we own today.
If I start with Adairs, and as Trent mentioned, the taking over of the National Distribution Centre , or NDC, as I'll call it for the rest of this, was a significant event that provided Adairs with operational control, delivering improved service and cost outcomes, with supply chain cost savings of AUD 4 million in FY 2024. After taking control of the NDC in September 2023, we needed to use the existing DHL systems while we worked through the implementation of a new warehouse management system. This system was successfully implemented across July and August this year, completing the final step in taking full control of the NDC. From my perspective, it is incredibly hard to overstate the impact the NDC difficulties over the last few years had on almost all aspects of the Adairs business.
Not only did it lead to poor customer delivery outcomes and materially higher supply chain costs, but it also made it incredibly difficult to manage stock levels in store with any confidence, and this directly impacted the sales, performance, and morale of team across Adairs. Having full control of the NDC now sees Adairs in a good position to deliver further material service and productivity improvements. This will come from establishing more efficient processes and the establishment of a continuous improvement program to pursue further supply chain efficiencies in the coming years. The improvement in Adairs' supply chain capabilities and the reduced distraction has allowed us to concentrate on what really matters: our product. This has seen the product team deliver improved and expanded ranges across the bed linen, kids, and furniture categories.
Continuing to develop these ranges allows us to grow sales by introducing different product types and targeting different customer styles. To complement the growth we expect from our existing categories, we continue to deliver category expansion trials to build out the product offering to see Adairs become the destination for home styling in the years to come. Supporting the growth in our existing categories is an in-stock initiative that has seen us invest more in inventory in a selection of our key lines to provide our customers with a better in-store experience and deliver sales growth. On top of all of this, the ongoing investment in our Linen Lover program saw Adairs maintain approximately one million members, despite the more challenging trading environment. Over the last couple of years, we have invested in bringing together all of our customer data to build a complete view of each Linen Lover.
This has enabled a series of personalization programs that delivered more than AUD 3 million in incremental sales last year and highlighted additional opportunities that we will trial in FY 2025. This ongoing investment also allows us to consider how we will evolve the Linen Lover program to provide additional value for Adairs customers to deliver both ongoing membership and sales growth into the future. While we didn't grow our total store number in FY 2024 at Adairs, it was a good example of how we continue to build out our larger store formats that provide for a wider product range and superior store economics. Across the year, we opened seven new stores, upsized six existing stores, and closed seven smaller stores, seeing an increase in store space and an improved portfolio. As we look forward, there remains opportunity to grow this store footprint.
While all stores are profitable, we see a number of the smaller shopping center stores coming under pressure from reduced foot traffic, increased rents, and an inability to support the wider product range. The optimization of the store network will see Adairs continue to upsize, or close these smaller, underperforming stores, while building out the larger store portfolio and overall driving an increased GLA to support sales growth. At Adairs, the investment and work across our product, our customer experience, and our stores sees the business well-placed to deliver growth in the coming years. If I turn to Focus on Furniture now, we continue to work on rolling out a national store footprint.
In FY 2024, sorry, we opened two new stores, one at Helensvale in Queensland and one at Prospect in New South Wales, and I'm pleased to report that both are trading well. Whilst the homemaker space continues to be tightly held, the pipeline of opportunities is growing slowly, with two stores expected to be open in FY 2025, and our long-term target remaining at a store portfolio of 50+ stores. In addition, the store refurbishment program saw two existing stores in Victoria at Essendon and Springvale updated to the new look. The new look sees an investment in store design and lighting that elevates the way the product can be presented and supports an improved customer experience. The relative uplift in sales performance across the refurbished stores has been pleasing and continues to support ongoing investment in updating further stores across the network.
Given this, Focus will look to refurbish three to five stores per annum to update the store portfolio over time. And to support the store network growth, the Queensland Distribution Centre was established in FY 2024, which allows us to increase the number of containers delivered directly into Queensland, reducing both cost and providing a faster delivery experience for this region. It also highlighted one of the benefits of the group, in that we were able to do this by reconfiguring Mocka's Brisbane-based warehouse, providing Focus with the improved operational capability at no incremental cost to the group. While the store rollout at Focus has been slower than we would have liked, we are confident that over time, this strategy will deliver good returns for all of our shareholders. And if I finish with Mocka.
At Mocka, the hard work undertaken in FY 2023 to stabilize the operational platform delivered a strong return to profitability in FY 2024 and provided us the opportunity to consider what was required going forward. As part of this, we identified a need to upgrade our systems to enable future growth, growth options. This led to the successful re-platforming of the Australian website and back-end supporting systems in April 2024 and New Zealand in August 2024. Off the back of the re-platform, Mocka has seen improved website performance and functionality, which is delivering improved sales results. Further, the systems upgrade will not only allow us to continue optimizing the customer experience to deliver increased conversion rates and average transaction values, but it supports more efficient processes across the business.
This provides Mocka with the opportunity to leverage the new operating platform to deliver sales growth from existing and new sales channels. We've now started trialing initiatives that create these new sales channels via some physical presence for the Mocka business. We've recently launched a shop-in-shop at the Adairs store in Sylvia Park, New Zealand's largest shopping center. I was there on Wednesday this week, and here we're seeing Mocka products showcased alongside Adairs product, with the Adairs team able to sell both businesses' product, whilst fulfillment occurs via the existing delivery channels. Separately, we've recently delivered two Mocka products into Bunnings, with these available across their Australian and New Zealand stores. Both of these initiatives are aimed at understanding what customers are looking for as we build out a physical strategy for Mocka that allows us to service the entire market and deliver profitable growth.
This is always, always supported by the continuing to develop product that delivers good quality, great value, flat pack furniture for the home, which is what Mocka is famous for. When we look at the product offering today, there are a number of gaps where we aren't providing customers with a complete range that enables them to buy into all of our core categories. In some instances, this sees opportunities across the pricing spectrum, with not enough options at the different price points within a particular category. While in other areas, it's a lack of width in the product offering that means customers have to shop elsewhere for a component that potentially loses the entire sale.
The early stages of filling in the gaps has delivered good results, and the team continued to take the learnings and work through building out a more complete offering, so that over time, we have an improved assortment, delivering both increased basket size and customer conversion. The good work of the last 18 months provides Mocka with a range of growth opportunities that you'll see a series of trials over the next 12 months- 18 months that are being implemented currently. While not calling out specifically within each of the businesses, sustainability and enhancing our sustainability credentials is a key work stream of the group. In FY 2024, we reduced emissions by more than 6%, diverted 46% of all waste from landfill, and continued building our plans across the group to target Net Zero on our Scope 1 and 2 emissions by 2030.
Across the next couple of years, I expect that each business will be in a good position to be able to introduce more customer-facing sustainability messaging. As a group, we believe in delivering real initiatives and sharing these, such as removing plastic from all of our packaging, introducing more sustainable materials within our product ranges, or utilizing solar power in our stores. This takes time, and we continue to build both our capability and ambitions in this space to ensure any claims we make can be well supported. Across the group, I am pleased with the progress we are making on the implementation of a variety of initiatives and where the businesses are placed for the next phase of their growth. If I move to our trading update that we provided yesterday.
As we detailed in August at the release of our FY 2024 results, for the first eight weeks of FY 2025, group sales were down 0.4%. We noted at that time that this was impacted by a deliberate reduction in promotional activity in the Adairs business to manage order volumes at the NDC while we transition to the new warehouse management system. We also noted that Q1 is traditionally our quietest quarter and that we remained optimistic about what we could achieve in FY 2025. The update for the first 16 weeks of FY 2025 provided yesterday supports that early optimism, although we continue to see mixed results across our businesses and regions.
Adairs is delivering good results. Mocka is performing well in Australia and improving in New Zealand, and Focus continues to be impacted by the relative poor performance of Victoria and the fact that our store portfolio is heavily weighted towards Victorian stores. From a group perspective, while we are pleased with the results to date, we know that Q2 contains a number of significant sale events, which will have a material impact on the first half result. Finally, as this will be my last AGM as Managing Director and CEO, I wanted to take this opportunity to thank shareholders for their support over the years. There are some familiar faces in the room, and many others who have made themselves known to me over the years. I particularly enjoy meeting shareholders who share my passion for the business and appreciate the ambitions we have for the businesses.
I also want to take the moment to sincerely thank all of our team members, both past and present, for all of their hard work and all that we have achieved together. I'm truly grateful for the opportunity I've had to work with and lead such a wonderful group of people. And that concludes my report. As with Trent, if you can kindly hold any questions, as there'll be an opportunity to ask them in a moment. But I'll now hand back to Trent for the more formal part of the meeting.
I think Mark meant fun, not formal, but we'll give it a go. So thank you, Mark. So yes, the more formal part of the meeting. The notice of meeting was made available online to all shareholders in accordance with the company's constitution, and I will take that notice as read. The register of relevant shareholders is available for inspection. The team from Link Market Services, our registrar, will act as the returning officers. If there are any aspects regarding voting that you are uncertain about, please talk to the team from Link Market Services. We will now move to the first item of business, item one. Item one is the annual financial report. The 2024 financial statements and reports have been circulated to shareholders as a part of the annual report and are tabled here today for discussion.
I now open the meeting for any discussion or questions on matters of particular relevance to the annual financial report, questions of the company or company's auditor, Ernst & Young, questions for Mark Ronan in relation to his presentation, and any other questions you may have for the management team. Please note that we'll specifically focus on the remuneration report later in the meeting, and we'll first address some written questions that have been lodged in advance of the meeting. Jamie, perhaps you could lead with some of those written questions as relevant to this item one.
Thanks, Trent. Not sure if this is working. Is that working? Yep. Good. All right, there are four questions just in relation to the first item. The first reads as follows: "Adairs has experienced a significant change in leadership across both the Board and CEO. You've had three chairs in the past seven months and two executive directors, namely the CEO and Group Property Executive Director. Both have left the Board, so that's Brett Chenoweth, Kate Spargo, Mark Ronan, and Michael Cherubino. Should shareholders be worried about this?
Thanks, Jamie. So first of all, I appreciate that the optics may appear concerning for, from an outsider's perspective. Probably the most important part to note here is that the director resignations are unrelated to each other. Each have their own circumstance. So firstly, Michael Cherubino was an executive director and resigned from the Board as an exec director. Michael is here today. He's in the room. Michael continues as a senior executive of the group. He, in fact, briefed the Board yesterday and still leads the leasing group at Adairs. I encourage shareholders to talk to Michael. So Michael is not a resource that has been lost from the group, and indeed, he's a regular attendee at Board meetings. Mark's change is something we have discussed and is occurring as a part of management succession and an orderly transition.
Brett resigned to create room for other changes in his Board portfolio. His recent appointment as the chair of Tabcorp perhaps sheds some light on some of his rationale. And Kate's resignation was not planned. Kate has been a director for eight years and has made a significant contribution. She also has a significant portfolio of other Board roles. Ultimately, Kate decided it was the right time for her. It is not for us to dictate to directors when they can and can't resign, so that was one that we had to accept. We are in the process of recruiting new directors, and now that a new CEO has been appointed, we feel like we're in a much stronger position to move forward with that process.
So that's a very active work stream that we're on now, and which I mentioned earlier in my presentation.
Thank you. The second question reads: "You quote improvements in the cost of doing business associated with bringing the warehouse, the warehousing in-house. Can you provide us with the actual group CODB and some benchmarks by which we can compare your efficiency?
Thanks, Jamie. I might bounce that question to Mark, if that's okay, and Mark, you can stay seated or stand up, up to you.
Yeah. Stay seated. See if these mics work. I think when you think about the CODB, and it said the actual CODB, so I think then FY 2024, that was AUD 290 million. But as I think about these sorts of costs, they're better measured as a percentage of sales, because that allows a lot of them are variable and are directly related to the sales of the business. So if you think about FY 2024, that CODB was 49% of sales. It was 47% and 44% when you think about FY 2023 and FY 2022. But comparing with other companies is problematic, as often the cost bases and product mix, business model, et cetera, et cetera, make it very hard to compare across companies. But when I think about it, we...
Our benchmarks are largely internally focused, and ultimately, what we're looking to doing is reducing that CODB and growing the EBIT margin towards 10%-12% for the group, and we believe that 12% should be where we sit, over a medium term, and in better years, we should be pushing that towards 15% as a group. So ultimately, when you see those CODB numbers, I expect them to come down as a relation, in relation to the 49% as we both grow sales and drive efficiencies out of those warehousing changes.
There's a third question: "Does Adairs do any research on the user lifetime of their product lines? In a world where sustainability is central, the longevity of your products and service plays a key part.
... That question is also way above my pay grade, Jamie, so I'll bounce that to Mark as well, if that's okay?
As I mentioned in my report, obviously sustainability is something that the business is highly focused on, and we believe it will become more and more important for both consumers and companies as we look forward. As I think about it in terms of product sales, we don't do any testing, so to speak, on the longevity of our product. That comes down largely to the base materials you are using and the way that those materials are constructed. As a business, when you think about our product and where our product sits in the market, we would say that it has a longer life than many other competing products out there.
It's one of the things that we pride ourselves on, is the quality of our product and the length of time that it both can be used for, and the materials that we use to put it together. So, and I think you can see that by often the price points that we're charging as compared to many other retailers out there in our category. So we control both that, I guess the quality of the product and how it's constructed, and we're very focused on how we do that and how we continue to see that as a key differentiator for the Adairs business, both from the way we operate with our consumers and obviously sustainability as that works forward.
Thanks, Mark.
Finally, for this agenda item, the last question that has been tabled with notice is: You don't appear to have a Board skills matrix. That's about the only thing a retail shareholder can refer to when assessing new Board candidates. Can you please comment on this?
Yeah, thanks. We do have a Board skills matrix. The Board skills matrix is published each year in our corporate governance statement, so we don't put it in the annual report. It is in the published corporate governance statement that is lodged with the ASX, and also available on our investor website. In the most recent period, that was lodged on the 28th of August, 2024 . So it's quite recent, and it's available to shareholders who'd like to review that. Are there any other questions from the floor? Yeah.
My first question relates to Page 24 of the annual report, which is part of the sustainability report specifically relating to people, and it seems that the percentage of the workforce that is female is at an all-time high, but the percentage of females in the executive leadership team has dropped dramatically over the last financial year. And it's said that that was primarily as a result of redefining of what the executive leadership team was, rather than any underlying changes in roles by gender. Can I ask someone at the lectern to comment on that part of the report, please?
Sure. I'll actually let you do it in any detail, but I will note that with the appointment of Elle Roseby as CEO, we've also appointed recently a new head of retail operations, who is a very senior member of the Adairs team, who is also a female member of the team. So there are changes that are going on beneath, I'll say the surface, and we have made some very senior female appointments. What I will note is, with appointment of Elle as group CEO, it's the first time the group has actually had a female leader. I'll say that there is not a cavalier attitude to the underlying sentiment within the question, but perhaps I'll let Mark or one of the other team talk to the definitional issue in relation to SLT.
Definitional issue, Jamie, I might throw to you for the definitional issue of the actual page.
So we essentially, Jamie. Sorry, thank you. It relates in part to the inclusion of the two other businesses within the group and you know, there were some roles that were previously part of the executive leadership team, which are no longer part of the executive leadership team. That really related to the transition of some people who may have left the business and it just was no longer you know necessarily logical that they remain part of the ELT.
Yeah. Understood. I think, famous last words, but I think that's a measure you'll see improved next year as well.
Well, I think you've sort of preempted my next question. I mean, at the moment, I think the percentage of women on the Board has dipped back below 40% again, but it's an interim Board, so, I assume that'll be addressed in the renewal process that's underway. But my question in that regard was, I think, but for a short period following the resignation of two males on the Board, where the percentage dipped above 30%, has Adairs ever had more than 30% female representation on the Board?
That's a tricky question for me to do the math in my head.
Uh, yes.
Yeah, I think we have. So-
After Brett's resignation, we're at 40%, because if you add Katie-
Before that?
Yeah. No, not before that.
No.
No.
Okay. And sorry, there was one final question, and this is not about the annual report, but about today's release, and specifically the Managing Director's trading or product update. The product, underlying product and the product team seems to have been an important factor in the strong or fairly strong results in the first 16- weeks, and your optimism moving forward, and the reduction of promotional sales activity would tend to support this. How does the company propose to maintain that optimism given the high turnover in the product team?
The lady sitting immediately in front of you is actually our head of product. Small coincidence. I'll actually ask Mark to answer the question, but I would note that we have a very acute understanding that the product team is always very important. There has been some change in the product team over the course of the last 12- months. It's something that we're very focused on. We do want stability within that team. We need experience and acute customer focus. Mark, I'll perhaps ask you to speak to perhaps more the philosophical approach to minimization of churn and getting the right team together.
Yeah, and I think over the last twelve or 18- months at Adairs, we lost a long-term leader of our product team who retired, which was exciting for her, and as a part of that renewal process and equally part of our looking at our costs over the course of the last twelve months, we were forced to make some changes to think about different ways of doing it, and under Charlotte's leadership, we've spent the last 6- months, and I think what we saw was a choppy period of time, which impacted our results, but in that regard, Charlotte and I have worked on putting the team, I guess, back together.
And while there's been a lot of churn, there's also a lot of team members that have been there a really long time who have been able to step up into roles, and they're leading departments now and are doing a terrific job with the freedom that's been created as part of the changes that we've made. So I think we can see that whenever you've got a change in leader within a team, and such an important team like that, it always creates an element of risk. I wouldn't give myself full marks on managing that risk over the course of the last 12 or 18 months, but equally, I think we're now in and in relation to the comments I've made today that we've put ourselves in a good position to enable that to play forward.
And the team are well set and set up for success going forward with a person who's been with Adairs for a long period of time in Charlotte, taking the leadership of that team. And I think that was a part of the reason for us thinking about the stability we've created today, is someone like Charlotte, who has good history with Adairs, understands what's made it great in the past, but equally has good ideas of how we continue to make it great in the future and leading that function going forward.
Thank you. Are there any other questions to the floor? Okay, as there are no other questions, I will move to item two. Item two is in relation to the re-election of Director Kiera Grant. The members are to consider the following, and that being that Kiera Grant, being eligible, be re-elected as a director of the company. I'd now like to invite Kiera to speak to her re-election.
Hello, everyone. Thank you, Trent. My name's Kiera Grant, for those of you who I've not had the pleasure of meeting yet. I joined the Adairs Board back in 2019 , having worked with or alongside a number of consumer-facing businesses for most of my professional career. With 12- years experience as a full-time non-executive director and 15- years prior to that as an executive director at investment bank UBS. As an independent non-executive director, what I believe I bring to the Adairs Board is an intimate understanding of what good governance looks like, along with years of strategic and financial risk assessment experience, along with in-depth knowledge of capital markets and a mindset of institutional investors.
Whilst I currently have a diverse portfolio of director positions, I can assure everyone here today that I have the capacity and I remain committed to seeing the Adairs Group achieve its full potential. Taking on the chair role of the Audit and Risk Committee, following the recent departure of its previous chair, Kate Spargo, does provide me with an opportunity to further deepen my relationship with this organization. The Adairs Group has an exciting future and one that I humbly look forward to being part of, with the support of the shareholders here today. Thank you.
Thank you, Kiera. The proxy results are shown on the screen. Tracking well, Kiera. Jamie, are there any pre-lodged questions in relation to this item?
There's one question, and it reads: "Both Kiera and yourself state that you are non-executive directors in a number of unlisted companies, as well as ASX-listed companies, one in three listed companies, respectively. Given the loss of directors on the Board in recent times, are these remaining directors able to give the time required to steady the ship? Will they retire with some of the others, from some of their other unlisted Boards to devote more time to Adairs?
Maybe I'll answer on behalf of myself first, Kiera, and then you can chime in. So first of all, I'm comfortable that I have the capacity to fulfill all of my duties at Adairs, including as interim chair. I think there'd be certain management teams that I work with who wish I had less time to do so. The private company Boards that I sit on are quite small, and managing my portfolio of Board roles and investments is my full-time job. So I don't have another executive role, so this is what I dedicate all my time to. And I'm also confident that we will have new high-performing directors joining us on the Board in the not-too-distant future.
So I do see the current workload as temporary, but one that I have capacity to service all the same. Kiera, do you want to answer at all?
I'll just add, as I previously said, when I was speaking to my election, that I am very comfortable with my current workload, and I feel that I will be more than capable of being able to be dedicated to this group.
Are there any other written questions, Jamie, or perhaps questions from the room in relation to item two? As there are no other questions from the floor in relation to item two, I will move to the next item of business, which is Item 3, the Remuneration Report. The next resolution is the adoption of the 2024 Remuneration Report. The vote on this resolution is advisory only and does not bind the directors or the company.... Key management personnel, including myself, are excluded from voting on this resolution. The proxy results are shown on the screen. Jamie, are there any pre-lodged questions in relation to this item?
Yes, there are three. The first question reads: Since there are no resolutions to pay performance rights to the outgoing CEO, are we right in expecting that none of the 2022 or 2023 granted performance rights will be paid?
Okay, thank you. So, the really short answer is that assumption is incorrect. So no further LTI securities will be granted to Mark this year, and if they were, they would be put before the Board or put before shareholders for approval today. Shareholders did, however, approve the grant of the FY 2022 and FY 2023 performance rights to Mark. So upon an executive departing the company, the Board make an assessment as to whether the leaver is a good leaver or a bad leaver, and as to whether some or all of those securities are to remain on foot. In Mark's case, we have assessed Mark to be a good leaver based on a range of criteria, including the duration and quality of his service, and indeed, how he is managing the transition and his notice period.
He is retaining a pro rata portion of the previously granted performance rights for FY 2022 and FY 2023. The pro rata period being measured as the portion of the time lapsed, as a proportion of the total performance period, as relevant to each tranche. The underlying performance measures, the period of performance, and the metrics which pertain to the vesting are unchanged.
Second question is: Can you please advise the maximum number and target number of performance rights or equities to be provided to the new CEO and how they were calculated?
So Elle's remuneration package was set out in her appointment announcement that was lodged with the ASX, so that information is available. Her LTI package will commence from FY 2026, so as a consequence, there's no proposal before us today, and will of course be subject to shareholder approval at the 2025 AGM, so that's a matter to be considered next year. The expected value of the grant of performance rights for which Elle will be eligible in FY 2026 is up to AUD 837,000, which is 88% of her total fixed remuneration. The number of securities issued is a function of the share price at the time, so that's not something we can determine today. The level was set having regard to internal and external benchmarks for the role, and we did that review extensively.
As Elle will be a director of the company, when the LTI securities are proposed to be granted in FY 2026, they will be put to shareholders for approval at that time.
The final question that was lodged prior to the meeting is: As the ASA raised at last year's AGM, we prefer LTIs to also have a relative TSR hurdle in order to align retail shareholders with the executive team. Can we ask again that this is considered with the new CEO, please?
So we certainly appreciate shareholder feedback on remuneration metrics, and it's something that we engage quite extensively with our shareholders on, and we did do, in particular, in the process of designing the most current version of the LTI scheme that we use. TSR was considered then and will be, will continue to be considered. However, per our response last year, we note that LTI participants already do have significant alignment of interest with shareholders via both the underlying performance metrics, being EPS, a really important metric that analysts and equity investors look at, and the underlying value of the securities themselves. So they are certainly aligned in wanting the value of the shares to rise as much as possible over the longer term. That's what maximizes the value of the outcome for the individual.
Following our review of the market, we would note that TSR is not a widely used measure by our ASX-listed specialty retail peers, and further, given the inherent market volatility that we see, particularly in specialty retailers, we prefer to focus management on matters that they can primarily control or at least substantially influence, being EPS as the measure which finds a balance between matters they can control and matters that are well understood and appreciated by the market. TSR, as a measure, can be heavily influenced by market conditions in very short periods of time, which can lead to manifestly unfair outcomes for participants and for shareholders, and it's always that we're trying to balance.
We also do talk to our shareholders on this matter and note that views on it are widely varied, so it's difficult for us to please all the people all the time. Are there any other questions of the floor in relation to item three? Yeah.
Thank you, Trent. My first question on this item relates to the fifth factor that the people in the Remuneration Committee take into account when determining outcomes for executive remuneration, which is risk-aware. I think the Managing Director was awarded an STI 30% of maximum, equating to AUD 175,000 gross. You mentioned before that he's been deemed to be a good leaver. Were there any concerns regarding staff or people management that led to that particular outcome regarding STI?
So, just for clarity, I chair the Remuneration Committee, so I feel like I'm well positioned to answer this. So, the short answer is no. No concerns. You know, it's a business with a reasonably big workforce. There are ups and downs in those processes. You know, managing big teams of people has its complexities and nuance, but there was no factor that we considered as a Board that led to a determination in flexing the prima facie entitlement of Mark, which is determined by way of a formula, either up or down in relation to that item.
Okay. I take it from that, and thank you for being transparent about your role as the chair of that particular committee. I take it that there were nothing specific that gave rise to any concerns, particularly against that criterion?
No.
Thank you.
Are there any other questions in relation to this item of business? Okay, so we'll move to the close of the meeting. So ladies and gentlemen, that concludes our discussion on the items of business for today. I declare that the poll will close in five minutes. The results of the poll will be released to the ASX and will be available on the, on our website this afternoon and, and on the ASX website. I thank you all for your attendance today and declare the meeting closed. Thank you very much.