Good morning, ladies and gentlemen. My name is Jane McAloon, and I'm the Chair of your Board. On behalf of the board, I welcome you today to BlueScope's 25th Annual General Meeting. As a necessary quorum is present, I declare this Annual General Meeting of Shareholders open. I would now like to welcome Uncle Richard to the stage. He is a Dharawal Elder who is the Chair of the Illawarra Aboriginal Corporation. Uncle Richard, who many of you know, is an important figure in the local community with whom we have a trusted relationship. He has helped us shape our thinking towards the Land Transformation Master Plan here at Port Kembla and its design with country principles. Welcome, Uncle Richard.
You can just use my mic.
Thanks, Uncle Richard.
Good morning, ladies and gentlemen. Yeah, look, it's not a very good morning this morning, but we'll get through it. We'll get there. First of all, I'd like to acknowledge BlueScope for welcoming the country on behalf of the traditional owners of the land that we're meeting on. I think we're moving forward. We're getting better. It's understanding that Aboriginal people are, and will always be, first people of this nation. Before I go, I'd just like to acknowledge the incident that happened yesterday. I'd like to pass my respects to the family that what happened yesterday. It's a sad occasion. I'm indirectly within the family. I know the family, so it was a bit shocking to hear the news of the young bloke. Yeah, it's not a very good day today, but we're here.
As I said, I do not want to keep it too long because there are more important things to talk about. Just realize that we are on Aboriginal land, the Dharawal Nation, or the Wadi Wadi people. If we can continue to work together and respect each other for wherever we are, wherever we come from, we are a multicultural society. As we can see, we are here for a short time. We could be here even a shorter time. While we are here, let us respect, work together, make our society, make our community, make Australia, make the world a better place. You just have to look overseas at what is going on. It is not great. Life is very precious. Communication, respect goes a long way. Let us continue to do that. I think we will make our society and Australia, and hopefully the world, a better place.
Welcome here today on behalf of the Wadi Wadi people. I hope that BlueScope keeps moving forward and supporting communities and working within Australia and around the world and providing jobs. Thank you very much.
Thank you, Uncle Richard, for your welcome to country. I would also like to pay my respects to the traditional owners of all the lands where people are watching from today, to elders past, present, and emerging, and to all First Nations people here today. It's a privilege to be back in Wollongong. Thank you for joining us. As Uncle Richard has just mentioned, and as many of you already know, a young man lost his life while working at our Port Kembla Steelworks yesterday. This is a tragedy for everyone impacted, particularly his family, friends, and colleagues. It is an utterly heartbreaking experience. The Board and management team extend our deepest condolences to the family and friends. At BlueScope, nothing is more important than ensuring everyone returns home safely.
The loss of this young man's life is a devastating reminder of why safety must remain our absolute focus every minute of every shift at every site. Mark and Tania, our CEO and CEO elect, will also make some comments. I'd like us now to observe a minute's silence. Thank you. We will now turn to the business of the meeting, and I will pass to Michael Reay, our MC, to cover procedural matters.
Thank you, Jane, and good morning, all. My name is Michael Reay, BlueScope's Head of Corporate Affairs for Australia, and it's my pleasure to be your host for today. I'll now briefly cover some housekeeping matters. For those present in the room today, you would have received a card when you registered this morning. Yellow cards are for shareholders and proxy holders who may speak and vote. The blue cards are for shareholders who may speak but not vote. The red cards are for those visitors who are welcome to observe but cannot speak or vote. Please retain these cards as you will need to present them if you wish to ask a question or re-enter the meeting room. Now let's cover off how to vote. For shareholders and proxy holders present, your voting paper is on the back of your yellow admission card.
Proxy holders who have been directed to vote in a specified manner must vote accordingly. If you have any difficulty with your voting paper, please see one of the MUFG Corporate Markets staff members in the room for assistance or at the front desk. Once the Chair opens the polls, you may vote early by completing your voting card and placing it in one of the ballot boxes positioned near the exits at the back of the room. For shareholders joining online, click on the Get a Voting Card button and follow the prompts. You may vote at any time during the meeting and edit your voting card as many times as you like while voting remains open. Now, how to ask a question. Shareholders present with a yellow or blue card may ask questions in the room.
At the appropriate time, please make your way to one of the microphones in the room, which will be at the front of the room, and give your name to the attendant who will introduce you to the Chair. Online shareholders, please click the Ask a Question button on your screen and follow the prompts. You can submit written questions at any time from now. If you do have questions, we encourage you to submit them as early as possible, as there may be a slight delay in receiving them on our end. If you experience any issues using the online platform during the meeting, please refer to the Virtual Meeting Online Guide or call the help number shown on your screen for assistance. Shareholders and proxy holders on the phone can press star one on your keypad to ask a question.
If you no longer wish to ask a question, press star two. We ask that all questions be respectful. Any questions containing offensive language or defamatory remarks will not be responded to. Lastly, in the unlikely event of a technical issue during the meeting, we may need to take a short break. If possible, we will communicate this to online shareholders either verbally or via an on-screen message. If there is a significant technical issue, at the discretion of the Chair, we will adjourn the meeting to another time or date. If this occurs, please check your email inbox and our website for updates. We'll also lodge details with the ASX. With those housekeeping matters covered, I'll now hand back to your Chair, Jane.
Thank you, Michael. Before we start the formal business of the meeting, let me introduce you to my fellow Directors and the Company Secretary. From my far right, we have Alistair Field, Kathleen Conlon, ZZ Zhang, Rebecca Dee-Bradbury, the Chair of the Remuneration and Organisation Committee, and Virginia Porter, Chief Legal Officer and Company Secretary. From my far left, we have Jennifer Lambert, Chair of the Audit Committee, Cheri Phyfer, K'Lynne Johnson, Chair of the Health, Safety, Environment, and Community Committee, Ewen Crouch, Chair of the Risk and Sustainability Committee, and this will be his last meeting today as he retires from the Board, and Mark Vassella, our Chief Executive. We also have Peter Alexander joining us online from the United States. As previously announced, Ewen and Peter will retire at the end of today's AGM.
K'Lynne and ZZ stand for re-election, and Cheri and John Nowlan, who many of you in this room will know, stand for election. We also have members of our management team with us today. In the front row, we have Tania Archibald, current Chief Executive of the Australian Steel Products business and our incoming Chief Executive from February next year, David Fallu, our Chief Financial Officer, Peta Renkin, our Chief People Officer, Divya Thadani, Chief Strategy and Transformation Officer, Deborah Caudle, Chief Climate Change and Sustainability Officer, Sam Charmand, Chief Digital and Information Officer, Michael Yiend, Head of Property Development. They will all be around afterwards if you have any particular questions you want to follow up with them. Finally, our external auditors from Ernst & Young, Matt Honey and Julian Tai, are here with us today.
Matt and Julian are available to answer any questions you may have for the auditors at the appropriate time. The notice of meeting was distributed earlier, setting out the business and resolutions to be considered today. We will take those as read. There are a number of items of business on today's agenda, all of which are shown on the screen now. Voting on items 2-5 will be carried out by way of a poll. MUFG Corporate Markets is the returning officer. I now formally open the poll on items 2-5 . Voting will close five minutes after the end of the meeting, and the results of the poll will be available later today on the ASX and our website. Following my remarks, Mark will provide you with some further detail about BlueScope's performance. Tania will then say a few words.
Finally, Rebecca will make a few comments on our remuneration approach. I will then move to the formal business of the meeting. Now to my remarks. In 2025, despite global macroeconomic volatility, BlueScope demonstrated resilience, strategic clarity, and commitment to sustainable growth. We reported an underlying EBIT of AUD 738 million and delivered a AUD 0.60 per share dividend in the context of very challenging external operating conditions. Asian steel prices were suppressed due to record steel exports from China. These have been running around 120 million tons per annum, which is more than the total annual consumption in the U.S. and dwarfs our total production of around 3 million tons per annum. In the U.S., ongoing tariff and trade developments created significant volatility in markets and on global supply chains.
Through all of this, we continued to demonstrate that BlueScope's business model and financial framework delivers quality shareholder returns. Our transform, grow, deliver strategy continues to drive growth, enhance profitability, and build resilience. Earlier this year, we shared our approach to delivering earnings growth to 2030. This is comprised of AUD 200 million in cost and productivity improvements and AUD 500 million in growth initiatives, underpinned by the AUD 2.3 billion investment pipeline that we will complete in the next two years. Providing upside to this is the opportunity to unlock value from our 1,200 hectares of non-operational land in Australia and New Zealand, including the potential for development of large-scale assets such as energy storage, automated logistics, and data centers. Disappointingly, there has been a delay in achieving our expectations of the North American BlueScope Coated Products business since it was acquired in 2022. An impairment of AUD 439 million was recorded in August.
We're confident that we're turning the business around with improvements in operating reliability, asset performance, and customer engagement. I was last there in July and was able to witness those improvements myself. As we pursue our strategic initiatives, of course, we remain focused on our 2030 emissions reduction targets and our 2050 net zero goal. To this end, we're working with partners on innovative technologies, including the NeoSmelt joint venture in Western Australia and options for direct reduced iron in South Australia. While these are not the full solution to iron-making decarbonisation, they are critical to investigate alongside engagement with governments on the necessary policy and energy settings. This issue has been highlighted in a recent Manufacturing Australia campaign advocating for fairer gas prices. The board fully supports this position. Affordable gas is essential to underpin a future made in Australia, including enabling low-emissions iron-making.
Turning now to Board and governance. The Board continues its focus on governance and renewal. We welcomed U.S.-based D irector Cheri Phyfer, who brings deep commercial experience in coated and painting building products. Subject to today's vote, we look forward to welcoming recently retired BlueScope Executive John Nowlan as a Non-Independent Director. With five decades of steel manufacturing expertise, including leadership across all our regions, John will be a valuable addition to the BlueScope Board. We acknowledge the contributions of retiring directors Ewen Crouch and Peter Alexander. Their stewardship has been instrumental in shaping BlueScope's success. Ewen, who joined the Board in 2013 during a pivotal time in our strategic reset, has made an exceptional contribution, including as Chair of the Risk and Sustainability Committee. Peter brought deep building and construction experience across the United States market and also made an important contribution during his term.
We thank both Ewen and Peter and wish them well. The most important job of any Board is to appoint the Chief Executive. Two weeks ago, the Board announced the appointment of Tania Archibald as our next Chief Executive. Many of you here know her. She is a highly capable leader, as demonstrated across her 30-year career at BlueScope, including her current role as Chief Executive of Australian Steel Products and previously as Chief Financial Officer. Tania brings a deep understanding of our business, is passionate about uplifting safety performance and the well-being of our people, and is committed to delivering for our customers. Her proven ability in driving sustainability, financial resilience, and operational excellence gives the Board great confidence in her leadership. Congratulations, Tania. We all look forward to working with you to continue delivering value for our shareholders, our people, and all BlueScope stakeholders.
Of course, this means our highly respected Chief Executive and our friend Mark Vassella will step down from the role early next year. Mark has led BlueScope through unprecedented challenges with clarity, conviction, and courage. He started with BHP Steel and subsequently joined BlueScope with the acquisition of Smorgon Distribution. He went on to lead the U.S. businesses and then led Australia and New Zealand before he became Chief Executive in 2018. Under his leadership, BlueScope has become a structurally resilient business, deeply connected to communities and respectful of all stakeholders. Just about everywhere you go in BlueScope, you see firsthand that thousands of our people have a friendship with Mark. His legacy will be felt for years to come. On behalf of the Board, management, and shareholders, I extend our gratitude and best wishes to Mark.
The Board, Mark, and Tania are now working closely to ensure a seamless leadership transition. I want to thank our shareholders and members of the communities in which we operate for your trust and support, our people for their dedication, and so lovely to see so many of you here, and our customers and partners for your enduring confidence in BlueScope. Supported by a strong financial framework, a clear strategy, and the commitment of our people across 15 countries, we are well positioned to deliver sustainable growth and long-term value. I'll now invite Mark to update you on BlueScope's performance.
Thank you, Jane. I'm going to start with Health and Safety. Health, Safety, and well-being remain fundamental to everything we do. As Jane has said, the loss of a young man's life at Port Kembla Steelworks yesterday is a tragedy that's affecting all of us. We're focused on supporting his family, friends, colleagues, and the broader community through this terrible time. The impact on them has been significant. Our Global Safety Refocus program continues to drive cultural and operational improvements across the business. Our commitment to our people is core to how we operate. We're not satisfied with our performance at all. As Chief Executive, I can assure you nothing is more important to me and to the management team. I'll now cover off BlueScope's performance and progress in FY2025.
Cyclically soft conditions impacted our earnings, but despite this, we ended the year well positioned in our key markets and having progressed initiatives to drive sustainable earnings and growth. Key financial highlights were an underlying EBIT of AUD 738 million, operating cash flow after CapEx of AUD 180 million, a robust balance sheet with AUD 28 million of net debt, and AUD 293 million in shareholder returns. This performance was supported by the delivery of AUD 130 million in net cost savings compared to our FY2024 cost base. Now, this result was achieved in the face of ongoing cost escalation, most notably in electricity prices in Australia. As Jane noted, in August, we recognized an impairment on the goodwill and intangible assets of the North American BlueScope coated products business. This is clearly a disappointment, reflecting the near-term underperformance of the business and the timeframe taken to integrate the assets and deliver on our expectations.
We are, however, confident in the medium and longer-term future of this business. We have the right team in place and the necessary capabilities to capitalize on a growing U.S. coated products market. In Australia, while steel spreads were depressed in the year on elevated exports from China, COLORBOND Steel remained at historically high levels, reflecting our focus on premium branded products. Our key growth projects remain on track. In New Zealand, the Electric Arc Furnace will be commissioned early next year. Once operational, it's expected to halve the site's emissions and enhance performance in low-cycle conditions. This is an exciting project, which is thanks to the dedication of our New Zealand team and a unique collaboration with the New Zealand government. Moving now to India, as announced last week, we have agreed to sell our 50% interest in Tata BlueScope joint venture with our partner, Tata Steel.
This transition recognizes the value created over two decades. It delivers a strong financial outcome for BlueScope and strengthens our focus on growth investments and initiatives across our portfolio. Net proceeds of AUD 179 million is expected on completion in the second half of FY2026. Touching now on earnings guidance for the first half of FY2026. In our trading update just released to the ASX, we've confirmed the guidance that we provided at our full year results on August 18. We did note, however, that underlying EBIT for the half is expected to be at the bottom end of the AUD 550 million-AUD 620 million range. While current conditions remain mixed, there are positive signs in Australian construction markets, and spreads have improved in the U.S. Our focus remains on the levers that we can control: cost, capital, and capability, as we position the business for longer-term growth.
Providing an upside to our longer-term growth initiatives is our 1,200-hectare portfolio of non-operating land in Australia and New Zealand, an incredible asset. At our steelworks just down the road, opportunities for reimagining 200 hectares of land are being explored. There'll be a range of initiatives and related announcements to unlock the potential of this land over the next 12 months. Our focus on sustainability continues. We made further progress in reducing steelmaking emissions intensity this year, driven by higher volumes at North Star and efficiencies at Glenbrook and Port Kembla, and we're tracking ahead of our 2030 steelmaking target. Progress was made in project NeoSmelt, where we're leading resources, energy, and manufacturing companies to develop an electric smelting furnace pilot plant using Pilbara ores. That's not easy to say. The project added two new partners this year, selected a location for a pilot plant, and moved to feasibility stage.
The progress we've made brings us closer to realizing our purpose: to create and inspire smart solutions in steel to strengthen our communities for the future. Now, I'd like to just take a moment and talk about Australian energy costs. Australian manufacturing is at a tipping point. Energy costs are 3x-4x higher than they are in the U.S., and what was once our competitive advantage is gone. BlueScope backs our Prime Minister's future-made-in-Australia vision. Without urgent action on East Coast gas availability and pricing, that future will not happen. Last month, Manufacturing Australia launched a fair gas prices campaign, calling on the federal government to support fair prices through a package of reforms. The campaign is calling for domestic gas reservation and a pricing mechanism that will deliver a future-made-in-Australia. If we want that, we must act now. Moving to the executive leadership team.
Earlier in the year, Michael Yiend joined us as Head of Property Development. We also appointed Virginia Porter as our Chief Legal Officer and Company Secretary, and Deborah Caudle, our new Chief Executive of Climate Change and Sustainability. These guys have been a fantastic addition to the ELT. As the Chair noted, after retiring from the ELT, John Nowlan is standing for election today as a Non-Independent Director. We, the management team, are delighted that we'll keep his knowledge and experience inside BlueScope. In closing, BlueScope's performance and progress in FY2025 demonstrated our ability to deliver in the near term whilst building for the future. Supported by a robust balance sheet, a resilient business model, and the commitment of our 16,500-strong team, we're confident about our future. It's been a privilege to lead BlueScope and work with such a talented group of people.
I've had a very long career in the steel industry, starting at BHP many years ago. I'm proud of what this fantastic manufacturing business has achieved, and I'm confident in its future. For me, the highlight has been working with so many great people. Now's the right time to hand over. The Board has chosen an outstanding successor. Tania and I have worked together for many years, and I know she's going to be a brilliant Chief Executive. Thank you to the Board for their support, as well as BlueScope's shareholders, customers, and partners, but most importantly, the people I'll be watching on closely. Thank you.
Thank you, Mark. Thank you. Mark's last address to you at his last AGM. I'm going to ask Tania if she'd like to say a few words, please.
Thank you, Jane and Mark. Hard act to follow. Stepping into this role is an honor and a privilege, and I'd like to thank the Board for placing their trust and confidence in me. Above all, the safety and well-being of our people is my highest priority as I step into the CEO role. The tragic loss of a young man's life yesterday deepened my commitment. I extend my sincere condolences to his family and loved ones, to our people, including our contractor partners, and to all impacted by this devastating loss. Uplifting our safety performance is my foremost priority as I take on the CEO role. During my 30-year career at BlueScope, I've seen the business navigate highly complex challenges.
BlueScope is the success story it is today due to the extraordinary efforts every day from our people, the trust of our customers, and the support of our shareholders. Looking ahead, we'll continue to advance our growth ambitions with a relentless focus on our customers and constantly evolving our products and services. With the Board and management team, I'm proud to lead our talented people into the next era. I'd like to thank Mark for his tremendous leadership in building this remarkable organization that we have today and being an inspiration to all of us at BlueScope. I'm committed to working hard for our people, our customers, our shareholders, and the communities we serve as we build on BlueScope's long history and strong foundations to shape the future together. Thank you.
That is one of these historical moments in time worth remembering that we were all here for that. Thank you, Mark and Tania. Ladies and gentlemen, I would now like to ask Rebecca Dee-Bradbury to speak to you about BlueScope's remuneration approach and outcomes at FY2025.
Good morning. I'm Rebecca Dee-Bradbury, Chair of the Remuneration and Organisation Committee. Like my colleagues, I was just so deeply saddened to learn of the tragic fatality yesterday at Port Kembla and offer my deepest, sincere sympathies to all of those impacted by this terribly sad event. Before I step through the highlights of the remuneration report, I'd like to thank our shareholders for their ongoing constructive engagement and alignment in terms of what we are going to put in place to both reward executives and achieve our strategic priorities. Our remuneration framework is designed to take account of the cyclical nature of BlueScope's business and industry. It aims to attract, retain, and motivate key talent through the cycle. Importantly, incentive awards also depend on not just what was delivered, but how our people delivered it in line with our bond and our code of conduct.
Now, let me turn to the CEO's remuneration. Mark's fixed pay was not changed in FY2025, and it will not change in FY2026 as he concludes his role as CEO and supports Tania's transition into the role. In August, the board exercised its discretion to reduce Mark's FY2025 STI award by 20%. Mark would otherwise have received an award of 77.9% of his target opportunity based on performance against his STI outcomes. The quantum of the reduction of Mark's STI payout was carefully deliberated on by the Board. Ultimately, the Board determined that this discretion was appropriately balanced in terms of his performance in FY2025 as well as the impact of the impairment. On the long-term incentive, the FY2022 LTI alignment rights, which were granted in December 2021, vested in full in September 2024 based on rigorous conduct assessments and against our bond and also performance testing.
This outcome was based on a three-year average ROIC of 22.7%, which was well above the 10% threshold. The three-year average net debt to EBITDA ratio of negative 0.2x was well below the target of 1.3x . The ROIC threshold set under BlueScope's LTI represents the minimum acceptable level of performance that will generate value for shareholders through the industry cycle. It is in line with our peer performance and broadly aligns to BlueScope's weighted average cost of capital over the longer term. The FY2023 LTI alignment rights award was tested on the 30th of June 2025, and performance hurdles were met. Details will be provided in the FY2026 remuneration report. Key Management Personnel, or KMP, remuneration outcomes for FY2025 are detailed in the remuneration report. STI awards for KMP range from 57%- 93% of their target opportunities.
For FY2026, the executive leadership team will not receive the fixed remuneration increase, and the impairment has been factored into the ROIC targets. Turning to director remuneration. From July 1, 2024, fees for overseas-based directors were set in U.S. dollars to reduce the impact of foreign exchange volatility. There were no increases to non-executive director fees in FY2025, with the last adjustment being in October 2023. Now, looking ahead, there are no changes planned for the remuneration framework in FY2026. The committee believes the framework is sound and continues to operate as it is intended for our business and the industry in which we operate. We will continue to test it against the market developments, regulatory changes, and evolving workforce expectations to ensure we remain both competitive and aligned to what our shareholders expect. As we have heard, in February next year, Tania will succeed Mark as BlueScope's CEO.
For more details regarding remuneration arrangements, please refer to the recent ASX announcement and BlueScope's FY2026 remuneration report. In conclusion, while there was good progress in many areas this year, there were also challenges that needed to be reflected in the remuneration outcome. That is exactly what our design framework is set in place to do. These outcomes are fair and responsible, recognizing company performance and individual accountability. Thank you. I will now hand back to the Chair. Thanks, Jane.
Thank you, Rebecca. I will now turn to the formal business of the meeting. To facilitate discussion and voting, I will formally put the meeting to the meeting. Each item of business is set out in the notice. As shareholders are aware, no formal vote is required on item one. The proxy position on each relevant item will be displayed after the specific discussion on that item. There will be adequate time after the discussion to complete and submit your vote. As indicated in the notice of meeting, I intend to vote valid undirected proxy votes given to the Chair in favor of items 2-5 . Ahead of the AGM, we received a number of questions and feedback from shareholders, and I have read all of those questions. We very much appreciate the engagement, and I will address those now.
First, several questions were received relating to Executive pay. As Rebecca outlined in detail, the Board is very comfortable with the approach we take to reviewing and setting Executive pay. Shareholders have also been very supportive. If you'd like to know more, you can find further details in our remuneration report. Secondly, we received a number of questions on shareholder returns, on dividends and buybacks, et cetera. As a reminder, our policy on shareholder returns is to distribute at least 50% of free cash flow via a stable dividend, with additional returns made via on-market buybacks. Related to this point, a number of you asked whether BlueScope would be recommencing its dividend reinvestment plan. We are not planning to do so, given there is no need for extra capital at this point in our cycle. On dividends, we received a question on the level of future franking.
As you know, franking credits are generated by taxable earnings, and these are particularly in the Australian business. Our franking credit balance follows the cyclical earnings profile of our Australian business, and our approach is to pass them on as they are generated. We also received several questions regarding BlueScope's strategy and investments, including realizing value from our Land portfolio. This was covered by Mark. If you'd like to know more, Michael Yiend is available to talk afterwards. As you would expect, several questions were received on the approach to sustainability, including climate change and the environment. Mark also covered this earlier, and we set out our approach and performance in our extensive sustainability reporting suite, which is available on our website and includes our second climate action report. Finally, we received specific questions on BlueScope's operations.
One relates to the impacts from the rail upgrade works on the train line into our Western Port facility in Victoria. What I can say is yes. In order to avoid disruption, we are working closely with the Victorian government to plan around rail outages and will continue to do this with our customers uppermost in mind. Another question relates to the impacts of U.S. tariffs on BlueScope. Overall, North Star, our mini mill in the United States, its significantly larger volumes more than offset the impact of the Australian business, given its limited volumes of exports to the U.S. Thank you to everyone who asked questions. We really do appreciate it. Let's now turn our attention to item one, which is to receive and consider the annual report, financial statements, and the reports of the Directors and the Auditor for FY2025.
For your information, we have not received any questions for the Auditor prior to the meeting. I'll now take questions. I invite any shareholders present who have a question to move to a microphone in one of the aisles. If you are unable to reach a microphone, please raise your hand so we can assist you. For those of you not here in person, as Michael outlined earlier, please submit your questions through the online portal or press star one on your phone keypad. If you are asking a question as a representative of a shareholder organization or group, please state that at the start of your question. To avoid duplication, if we receive multiple questions on the same topic, we'll aggregate them and address the key issues raised. Let me open to the floor. Any questions?
Chair, I'd like to introduce to you Philip Laird.
Thank you, Mr. Laird. I think I met you last year.
I did indeed.
Lovely to see you again.
Thank you. Thank you again for coming to Wollongong and holding your AGM here. Two questions, if I may. Firstly, in the lead-up to the 100th anniversary of the establishment of the steelworks at Port Kembla, could it include a little bit of recognition of the contribution of the Hoskins family, please?
Of the—sorry, I missed what that was.
Of the Hoskins family.
Oh, my goodness. Oh, my goodness, of course. For those of you who don't know, 2028 is the 100th celebration of this great facility, Australia's largest manufacturing site, Port Kembla. It is the heartbeat of our organization, and the Hoskins family were the original founders of this. They were in Lithgow first, I think, and then they moved to this site here. Unbelievable entrepreneurs and great, great Australian contributors. Absolutely, absolutely. Thank you for drawing that to the attention of everybody here in the meeting. We are only here because of those former leaders whose courage, conviction, determination, and—I was going to say bloody-mindedness. I mean that in the best possible way led us to where we are. Thank you.
Yeah, thank you. I think we could also add the decision of the Board in 2015 to keep going because we—
Totally. Absolutely. For those of you who remember back to 2011, the closure of the Blast Furnace 6, which is, of course, currently being relined, that was another existential moment. In 2015, as you know, Mark was leading the Australian business. Many people here—John Nowlan, Tania, Peta Renkin, people in the room—Dave Scott, Brett Tarrant, Mike Hussey—so many of you contributed to our decision that the board took to keep Port Kembla open and to acquire 50% of the remaining ownership of the North Star mini mill. That was a really significant moment in this company's history. Ewen, Mark, and Rebecca are the only Board members now who remember that. With Ewen's retirement and Mark's retirement, we welcome Tania, who brings that deep experience, and we bring John.
It probably reveals my upbringing by two teachers, whom I love enormously, who made me pay attention to history. My dad was a historian. When I became—actually, when I became Chair, I went back and read every single document that this company released publicly from the beginning of its time. I too feel deeply the courage and contribution and the responsibility on the shoulders of the Board and as Chair of the board to always remember that.
Thank you. May I ask another question? That was—you mentioned one of the previous questions was on rail in and out of Western Port. I think getting the product from here to Western Port, we have to traverse this Sydney-Mulberry railway littered with temporary speed restrictions and permanent speed restrictions and weight restrictions. Here we are 30 years after the productivity initiatives and the microeconomic reform of the Keating government, and we still settle for 25-ton axle loads between our two major cities. My question is, what can we as a company do to induce the federal government to start investing to allow product to move between Sydney and Wollongong and Port Kembla and Western Port in a more cost-effective way that will reduce emissions?
Yes, I think you raised this question last year specifically because it's so—
Something similar to it.
Yeah, that's exactly right. No, absolutely. Tanya and I were talking about that only just yesterday as we were on site looking at a number of our operations. It is absolutely right that we use rail to transport a significant amount of product down to Western Port and that we share that rail with many freight companies and many other manufacturers shipping product. It is absolutely more effective, cost-effective, and more effective in terms of safety and emissions to get product via rail down to Western Port. That is our priority. Every now and then, we do ship product around to Western Port. That's a more expensive option, and that is something that we do, but we obviously favor trains. I think that question you raise would be a good one to talk to some of our key people, Tania and others, around the kinds of things we do.
Clearly, the efficiency of logistics is fundamental to a productive enterprise in this country, and rail is one of those fundamental enablers.
Thank you. Whilst we're at it, we could get rid of that gauge change at Dinan.
All right, I'll see what I can do on that one, Mr. Laird.
125 years after federation. It's amazing to see.
I'll be down there soon to fix it.
Thank you very much.
Thanks, Mr. Laird. I very much appreciate your continued support and really appreciate your questions. Thank you. We know you care deeply about the company. Any other questions on the floor, please? Michael, can we turn to any online questions, please, or on the phone?
Yes, we've got a couple of online questions, Jane. A question from Peter Corkish. Hope you're well, Peter. I know you're listening online today. Is the speak-up policy audited against experience of use on a regular basis, and are there visible leadership messages to support the speak-up policy?
Thanks, Peter. You also make a very valuable contribution to our company, and we welcome that always. We were going to meet with you last night, but that was obviously unable to happen given yesterday's events. We will follow up with you, and I know that Tania and Michael enjoy their time with you. Absolutely, a speak-up is all about the culture of our organization. I always say that BlueScope is a special steel company. That does not mean that we get everything right, but it does mean that a culture of openness and transparency is fundamental to, first of all, a safe culture, and then a culture where people feel respected and able to offer diverse views and feel listened to, and in fact, are listened to. There are many ways that we do that.
We ask people what they think through poll surveys, but we have reporting online, we have engagement with management, we have external audits, and we absolutely receive all of these reports at the Board through the Remuneration and Organisation Committee and, in fact, talked about that just last week. You can't fix things, and you can't make a culture strong and vibrant and safe unless we constantly are vigilant about how people feel and they feel safe to speak up. I can assure you, Mr. Corkish, it is the highest priority, and we continue to make progress, and we appreciate your question. Thank you.
We have another question from Kevin Daley. Is there any sign that U.S. tariffs are leading to a resurgence in U.S. steel production? I think you might have touched on this one before, but—
Yes, Mr. Daley?
Yes.
Mr. Daley, absolutely. Earlier this year, tariffs were 25% and then 50% on imported steel into the United States, and as I mentioned, our Australian business has been affected by that. Nonetheless, we make 3 million tons of steel, the equivalent of the amount of steel in the United States, the equivalent of the amount of steel we make in Australia. All of that steel is made in a single product and sold within about a 300 mi radius. It is, in fact, a great place to do business. We have a wonderful steel mill there with three electric arc furnaces, and we are the lowest cost and highest customer satisfaction steelmaking site in North America. That is a big responsibility for us. We do not take any of that for granted, and we do everything every day to keep that up and to keep satisfying our customers and stakeholders.
We believe that, yes, there is volatility, and yes, there was a slight pullback with uncertainty in the market. You would expect that as people, manufacturers, distributors, builders, etc., were assessing what their own cost base would be. We find now that despite that volatility, tariffs have always been a broader part of policy for the U.S., and we can see pockets of growth, and we are optimistic about the U.S. You're not in the steelmaking business and downstream products business unless you have confidence about the future, and we absolutely have that in the U.S. Thanks, Michael. Any other questions online?
Yeah, just one follow-up question from Peter Corkish. BlueScope cannot escape the impact of the discussion of manufacturing productivity. How is BlueScope handling productivity improvement and BlueScope's efforts to improve productivity?
I could talk to that, but I do wonder whether it would be more appropriate to hear from Mark. He leads the business, and he leads our efforts in terms of improving productivity.
Thanks, Jane. Look, what I'd say, Peter, is, as you're aware, part of the DNA of steelmaking is getting out of bed every day and making things faster with a smaller footprint. We have fabulous programs inside BlueScope: a manufacturing excellence program. I see Donnie sitting up the back there who runs that. And that's a program that we run across our business, across all of our metal coating lines, our paint lines, our steelmaking processes. Productivity is really the ticket to the game in our industry, and I think BlueScope is an outstanding example of that.
Thanks, Mr. Corkish. Michael, any questions on the phone?
No further questions online, and there's no phone questions at the moment. Thank you.
Thanks, Michael. Back to the floor.
Chair, I would like to introduce to you Basil Simmons.
Welcome, Mr. Simmons. Nice to see you.
Yeah, good morning. Firstly, acknowledgement of a tough day, Mark, across the business. As an ex-employee, I understand the impact of that. Also, congratulations to both you and Tania in your roles. I am here as a Community Member this morning. The BlueScope Climate Action Report of September 2024 sets clear aspirations and objectives in relation to the reduction of greenhouse gases. I have some understanding of the use of gas, the properties it brings, the volumes required, as well as its role in the transition to a lower carbon footprint. Mark, your address to the press club in October called for expanded gas extraction. I note that you did not mention that in your earlier address. Opening new gas fields will have an impact on communities and environments. I am uncertain as to how that fits with our bond.
Given the 20% reduction in domestic gas demand in the last decade and the massive volume extraction increase that has taken place in that period, my question is, is this extraction a clear departure from the aspirations and objectives outlined in the Climate Action Report?
It's a very good question. You're obviously committed to the success of the company and follow it closely. Our Climate Action Report was produced last year, and we updated our emissions performance in the Sustainability Report this year, which I'm sure you will have read as well. I think we need to stand back and think about the long-term decarbonized future of this country. We have not resolved for one second from, pardon me, our commitment to a decarbonized future. For some period of time, we talked about the enablers to that decarbonization, one of which was what we thought would be renewable hydrogen.
There has been a lot of money spent on renewable hydrogen, and I also have a background in the energy industry and have an awareness about what it takes to decarbonize the grid, and that is an enormous task, one of the most post-war reconstruction tasks equivalent that we've faced in this country. We have been very reflective about, do we continue to bank only on renewable hydrogen, or do we take a pivot, slight pivot, and think about how do we get decarbonization? Now, we know, and Chris Page is here, who's leading NeoSmelt; Anna Matysek is here, who leads Climate Change and Energy; Deb Caudle is here. All of those are deeply immersed in this, and we have thought very deeply about talking about gas as a transition fuel. It's the same as the government's position. It's the same as the Australian Energy Market Operator's position.
It is impossible to decarbonize without using gas as a transition fuel. That is the logic. It's very simple. What I do know as well is that if we do not manage transition thoughtfully and carefully, we will close industry down. That is not a sensible thing to do. Not everybody has the same view about the pace of transition. That is good. Everybody has a vested interest in this, and everybody should express their views. I completely agree, and the Board and Mark completely agree. We have to be realistic. Our view is that unless there is gas available, domestic gas in this country at a fair price, manufacturing will close. It cannot operate otherwise. We would encourage you to continue to engage with us.
The more that you talk with us, the more we deeply think about things, and the more we hold ourselves accountable. I think we have a very transparent approach in our sustainability reporting suite. We get a lot of feedback from investors that that is the case, and they support that. It is a very significant topic. Our view is, if it matters, we should have the courage of our conviction to stand up and explain our position. That is what we are doing.
Great. Thank you. With 70% of the gas extracted being exported, there's a problem there, obviously. There are some structural things, and I know that there have been a lot of great efforts with the federal government. I'm just wondering what else BlueScope can do to lead manufacturing in this space. I understand the need from a transition point of view. What can we do to actually do something different to really take a lead in this area?
I think I might ask Mark.
Thanks, Jay. Basil, I think you saw that with the press club. We were speaking on behalf of Manufacturing Australia, and we speak up when it matters, and I think this is a critical issue for Australia's future. One of the things that we have the potential for in our organization is up to a 60% reduction in our emissions if we were to be producing our steel with natural gas-based DRI. I mean, that's a remarkable achievement. We are proud and happy to represent the broader Manufacturing Australia as part of the broader manufacturing industry in Australia, and I'm afraid there's only one environment, and the thought of decarbonizing or manufacturing disappearing in Australia, only for that to happen offshore, less efficiently, and for product to be shipped back to Australia, makes no sense at all. There's only one atmosphere.
I think our progress, particularly in terms of reductions we're making in real time across our footprint and our 50% emissions reduction in New Zealand, I think holds us in very good stead in terms of negotiating and discussions with governments around policy, and it's an important space that BlueScope needs to maintain.
That was a slip.
I warned him about that. Thanks, Mr. Simmons. Really appreciate it. Please, please keep talking to us. I think I heard that we might have another question online or on the phone, Michael?
Not for this item. I'm just checking on, I can't see any questions on the phone, but if there is any online, start one.
Oh, I'm sorry.
We've got one on the floor.
Thanks, Michael. Sorry, I beg your pardon. Number two.
Chair, may I introduce Maddie Yobury from Wollongong?
Hi, Maddie. Welcome.
Hi. Yeah, my name is Maddie. As has been said, I've grown up in Wollongong. I live less than 10 minutes from Port Kembla Steelworks. Yeah, and I note that BlueScope is a really important institution for our local community, including for members of my family who work here. And this value is really clear, and BlueScope's bond and principle of our local communities are our homes, which also notes the importance of caring for our environment. The Manufacturing Australia's Fair Gas Campaign has been mentioned a few times this morning. Yeah, I support the push to maintain domestic gas in Australia and have fair prices for Australian manufacturers. My question is, why are you also advocating for the opening up of new gas projects when, as we've already noted here today, there is enough gas already extracted in Australia and much of it is being exported?
As a young person, my stake in the climate and environment is pertinent, and projects like the Beetaloo Basin and the Narrabri Gas Project, which are being advocated for in this campaign, would have extremely damaging climate impacts. How can you justify advocacy on new gas fields and suggest BlueScope is serious about climate action?
Thanks, Maddie. I think we've probably addressed a large amount of your question. Mark, did you want to add anything else?
No, just again that, Maddie, this is a transition discussion, and for gas to be in a position to reduce our emissions by 60%, and that goes for other blast furnace steelmakers as well, clearly that's a step in the right direction in terms of reducing emissions from existing production facilities. We have also advocated with the government that part of our suggestion for a solution on the East Coast is a reservation of non-contracted gas that's currently being exported. A redirection of that gas from export markets to domestic markets. We think there's a combination of factors that have to come into play here to allow us to maintain a manufacturing industry, a vitally important manufacturing industry, and continue to decarbonize.
Yeah, I guess my question is to why is your position about expanding on current gas exploration and extraction when, yeah, as we've already acknowledged, there is already enough? The position really should be about maintaining gas domestically in Australia.
Maddie, again, if we were to move from a coal-based steelmaking process to a gas-fired steelmaking process, we'd reduce our emissions by 60%. That needs gas that's currently not available in the Australian market. One part of the solution is more gas to allow the transition from much less efficient manufacturing processes.
Maddie, you raised questions about where future gas will come from. Our view on that is where future gas is required. Those decisions are not ours. We advocate for what we think is important for manufacturing. Our priority is ensuring a manufacturing base in this country. It is essential and still is a life cycle low emissions product, particularly when we can decarbonize our winemaking. That is what we are doing, and we think that's absolutely imperative for us to keep doing that. If there are new gas fields or if new gas fields are developed, we also advocate for domestic reservation, as Mark was saying. I think the debate you're raising is a very important debate.
It's being considered broadly by oil and gas producers, by the Australian energy market operator, by the industry minister, and I encourage you to keep asking us these questions and also keep raising them in a broader forum because they are important. Ultimately, we are all Australians in this room here or country here, and we all have the same interests at heart, and your views are really significantly important, and please keep asking them. Thank you.
Yeah, I understand that. I guess what I'm asking about is specifically the Narrabri gas expansion, for example. By Santos' own estimation, it would have downstream emissions of 94.25 million tons over 25 years, and this is Pilliga Forest.
Maddie, we are not Santos. We are not Santos. I'm not going to answer any of those questions. It's not appropriate. We are BlueScope. We'll talk about things from BlueScope's perspective. I encourage you to attend a Santos AGM and talk with them.
Yeah, just to.
Maddie, I think that we've probably covered everything. Thank you. Thank you. Are there any questions on the phone?
There is one question from the ASA, I believe. Can we go to the phone lines?
Thank you. Mike Montasov has asked a phone question. Please go ahead.
Hello. Good morning. My name's Mike Muntisov. I'm from the Australian Shareholders Association. Today, I hold proxies from 119 shareholders, and I'd like to thank all those shareholders who appointed ASA as their proxy. I wanted to start by saying that the ASA is very supportive of BlueScope's use of the hybrid physical online meeting format that we're having today. Thank you for that. BlueScope used to have a track record of rotating the physical location of the AGM between Melbourne, Sydney, Brisbane, and Wollongong. You've now held the last four AGMs in Wollongong. Are you planning to hold next year's meeting in one of the largest cities to give more shareholders the opportunity to meet in person the Directors and Executives of their company?
Thanks, Mike. As you would expect, Mike and the company and myself have met a couple of times over the past two years, and Mike has raised this every time we've met, including a month ago or so when we met. He says today to you what he has said to us. What we've said to Mike is that Port Kembla is the heartbeat of this organization. We've had overwhelming shareholder feedback that they support an AGM held in Wollongong. We heard from Mr. Laird before. With the 2028 centenary of Port Kembla coming up, we intend to continue holding the meeting here. If something changes where we think we should have a different view on things, we would do that. For now, as I've said to you, Mike, we will continue to hold the meeting here. It is important.
It's a hybrid AGM, so you can hear from Mike. You can hear from the ASX. Mike is based in Melbourne, and it's very difficult for him to get here. There are many shareholders that do travel from Sydney down here. Mike, we haven't changed our view since we last spoke that this is, in fact, the right location for BlueScope's AGM.
Okay. Thank you. On another matter, we're pleased to read that BlueScope says it will stick with strict financial hurdles in its bidding for the Whyalla Steelworks. Can you outline to shareholders why the Whyalla Steelworks would be an attractive asset for BlueScope?
I think I'll ask Mark to talk to the detail of that, but Whyalla is not just steelworks. There's mine, there's structural rail, there's a whole bunch of things. It is the Whyalla operations. It's been in administration. The South Australian government put it into administration because the company was not paying any of its creditors for a period of time. We were engaged by the administrators as technical advisors, and we sent some of our absolutely very, very best people down there to advise the administrators. The administrators have said that the site has been kept operating through the technical guidance and assistance of our people. You, as shareholders, would expect nothing less of our fellow steelmakers to go and work with Whyalla. The administrators are running a process. The South Australian government is intimately involved in that, including the Steel Restructuring Task Force.
We have formed a consortium of some of the most outstanding steelmakers around the world with deep, deep experience, and we have put forward a number of ideas to the administrator where we think there could be a future for Whyalla. That process is still underway. We do not expect an early resolution to that. There will be other people who are interested in the future of Whyalla. What I can assure you is that we will not do anything that is outside the interests of BlueScope. We have a financial framework that we have had for a very long time coming out of 2015, the darkest times in 2013 to 2015 that Tania and Mark were, among others, the architects of. That says that unless investments meet a return on invested capital, then we do not do it.
That is a really important tenet for us because, as we've talked before, when we're bottom of the cycle, cash flow is at the highest priority. That is an absolute commitment. Mark, did you want to make any other comments about it?
I think you've answered the question perfectly.
Thank you. Gosh.
If I could, I mean, the question was, what's the attractive element of Whyalla for BlueScope?
Mike, I think, as Jane pointed out, there's more than the steelworks at Whyalla. There's an ore resource that's potentially interesting in terms of future decarbonization opportunities at Port Kembla and/or at Whyalla. There's a long way to go on this. We will absolutely adhere to our financial framework, and we have the right resources and a fantastic consortium looking at it, but there's a long way to go.
Thanks, Mike.
Okay. Okay. Thank you. If I could, one more.
One more. I mean, we are restricted to two, but I think everybody here is happy to hear a third.
Okay. This is a little bit speculative because it's impossible for ordinary shareholders and even Directors to predict when an opportunity might arise causing a company to do a capital raising. In the event that BlueScope at some point does a capital raise, the ASA advocates for pro-rata announceable entitlement offers such as a Patrio, which is the fairest method for existing shareholders. Can you make any comments on the board's view on the different options for capital raising?
Yes. As you would imagine, Mike, we had a chance to discuss this a month ago as well. The ASA has been very strong in every AGM that I have ever been involved in advocating for that position, which we completely understand. From BlueScope's perspective, I talked about our financial framework. Part of that is running a very, very conservative balance sheet. We need to do that because of the bottom of the cycle conditions that we find ourselves in again. We do not intend raising capital at this point in time. If we ever got to that point in our decision-making, we would take the ASA's position into account, but I am not going to indicate any position otherwise. It is just too premature and speculative. All I can say is we have no intention of raising equity at the moment. Thank you. Thanks, Mike.
I think that concludes the discussion. Oh, no. Sorry. I beg your pardon. Oh, my goodness. Sorry, sorry. I beg your pardon. Item one, number one.
Chair, I would like to introduce to you Helen Scutts.
Scutts.
Oh, thank you.
Thank you. Firstly, I'd just like to express my condolences to the family of that young man that passed away yesterday. I can't imagine what his family must be going through, but we're just all thinking of him. I'd also like to say how proud I am to be a part of this almost 100-year-old Australian company, and I hope we make it to 100. I just wanted to ask you, Mark, to expand on the talks with the Prime Minister, the government, in regard to using the gas to reduce the emissions. I just wonder if there are other companies involved that you're working together with, and do we have any leverage? I mean, is there any hope?
Oh, look, there is hope. There is a current gas—I'll take the question. There is a current gas market review going on that the federal government is undertaking, and that is the policy opportunity for manufacturing to put its views forward. We are advocating hard. We don't talk about our discussions with government. We don't think that's appropriate, but please be assured that we are talking with all of the right people across all levels of government. That is what we should do. That is what we must do. We're confident we're getting a very fair hearing. There are others with different views, but people do, I think, at a policy and economic lever level, understand the fundamental contribution of manufacturing to this country. Yes, we're going to go for another 100 years.
There's hope.
There is, I think, another question. Please go to the microphone. Yes. I do not have my glasses on, so I cannot see long distance, but anyway, it does not matter. Stick your hands up.
Hello. This is Klaudra Scofield.
Chair, I'd like to introduce to you Klaudra Scofield.
Hi, Ms. Scofield.
Thank you so much. Thanks for the opportunity to ask a question. I'm Klaudra. I'm from Wollongong, and I strongly agree that it is great to have the AGM here so local people can participate in talking about an industry that's so important to the area. I was recently reading a report from the Institute for Energy Economics and Financial Analysis, IEFA, and they were talking about a new generation of direct-reduced iron facilities that's been developed in Oman, which allow the use of hydrogen from the outset. This is something that you were talking about a little bit before, Jane. This is despite Oman having way cheaper gas than Australia.
The reason they're doing that is because it's what the international market demands and also because gas-based iron and steelmaking is very emissions-intensive, with carbon capture and storage being unable to mitigate those emissions as well as being quite costly. I'm really excited to hear that BlueScope is looking into this as an option for South Australia, but I'd be interested to understand what your clear transition pathway of polluting gas would be for Port Kembla.
Yeah. Klaudra, thank you. We've answered quite a bit of that. What I can say is that in South Australia, the South Australian government closed down their hydrogen plans, and they've reallocated those funds to the Whyalla future. That is because, I can't speak for the government, but I think, generally speaking, when you look at the hydrogen plans that have been abandoned in Australia, it's because it just can't be done on a commercial basis. That's the question that we need to address, and that is fundamental, and there is an enormous level of research and development going into that. In terms of our own operations, given that hydrogen is not an option for us, but we do recognize DRI by hydrogen is, in fact, a very good option for decarbonized iron making. We absolutely get that.
We do think that there are a number of things that we can do which are very prospective. Chris Page, who's sitting almost next to you just there, is running the NeoSmelt Joint Venture or leading the NeoSmelt Joint Venture, and that is a project over in Kwinana in Western Australia where we're looking at, can we decarbonize Pilbara iron ore? If we can do that and make direct-reduced iron out of that, that would be a game changer in terms of decarbonizing iron mining. Rather than just pin our hopes on hydrogen, we have to think laterally. We are looking at a whole range of things. That consortium over in Western Australia is joined by BHP, by Rio, by Woodside, Mitsui, and there's room for other partners if they want to come on board.
Interestingly, the technology which we think is the most prospective there, the huge value-add contributor to the decarbonization of iron mining, is, in fact, operated in our New Zealand business. It's the only one in the world. It's just amazing that BlueScope down in New Zealand has a key to this process of continuing to use the basic oxygen furnace for steel mining. It is something we are putting our money where our mouth is. We're putting a huge amount of investment, and I encourage you to speak to Chris.
Thank you so much. I just want to make sure that I fully understand. My understanding from what you said, you're not considering, as a part of your potential interest into Whyalla operations, not just the steel, a pathway that enables hydrogen from the start. Could you share a little bit more about why you don't consider hydrogen as a possible avenue for BlueScope?
Mark's already talked about what's happening in Whyalla. It's not for us to determine the future of Whyalla. There is a process being run by the government and the administrator, and we are going to indicate some interest in it, but those are bigger, bigger questions. We may not, in the end, if somebody wants to buy the entire operations, that is something that the administrator will consider. I think it's highly prospective to ask those questions because we're not in a position to answer them.
Thank you.
Thank you, Klaudra. They're great questions. Thank you.
We do have one more online question, Chair, if that's okay.
Of course.
From Steven Main. Welcome, Steven. I support ongoing BlueScope AGMs being held in Wollongong, so do we, Steven. As long as you continue to offer the hybrid format. Us capital city types are spoilt for choice, but too often do not turn up in Sydney, Melbourne, or Perth in particular. Adelaide does get big numbers when companies visit, but not much happens in Adelaide.
Oh, stop that.
Steven.
That is outrageous. Michael, we do not read out offensive comments.
We don't. I should have pre-read that one. Sorry. However, to prove there is demand in Wollongong, please disclose the headcount data in the poll results so we can see how many shareholders voted by proxy and how many voted in person today. Will you do this?
Michael, sorry. Steven, you asked that question last year, and my response was we did it the year before. This will now be our third year of doing just that. Thank you. Okay. Not that I'm anxious to get on to item two, but I think, as I look around the room, and Michael, there are no more questions, I am going to conclude the discussion on item one. I do thank everybody who stood up and asked questions. Much appreciated. Happy to talk afterwards as well. As there is no vote on item one, we'll now move to item two. Item two has four components. Item two A relates to the proposed election of K'Lynne Johnson as a D irector. K'Lynne was appointed to the Board in January 2022, and in accordance with the company's constitution, offers herself for re-election.
I confirm that the Board considers K'Lynne independent and that she makes a very valuable contribution as the Chair of the HSEC Committee and on the Board. She is always available and has led improvements in safety governance and oversight. The Board, excluding K'Lynne, recommends to shareholders her re-election. I invite K'Lynne to address shareholders.
Good morning, ladies and gentlemen. As Chair of BlueScope's Health, Safety, Environment, and Community Committee, and as a parent and as a fellow human being, I was also deeply saddened to hear of the loss of a young man's life. I also offer my personal condolences. It's a really hard thing to experience as an employee and as a person to work in a community and to have that happen. I bring over 30 years of strategic and operational experience across global chemicals and energy markets with a track record of leading transformation and complex capital-intensive businesses. As Executive Chair and CEO of Renewable Sciences, I led the commercialization of a novel chemistry platform. We built a large-scale manufacturing in Indonesia and negotiated joint ventures across Asia, Europe, and the U.S.
Prior to that, I held executive roles in AMOCO and BP, including leading a $4 billion global chemicals business. I've been proud to contribute to BlueScope's Board since 2022. Within our HSEC committee, I've been able to bring my experience in driving safety performance and environmental leadership across many different industrial businesses. I also serve on the remuneration and nomination committees. In addition to BlueScope, I currently serve as Chair of Trinseo and DMC Biotechnologies and as director of FMC Corporation and J.M. Huber. These roles span U.S.-listed and private companies of differing scales across chemicals, industrial materials, and biotech. Each of these directorships have distinct scope and cadence. This diversity, combined with my extensive Executive experience, strengthens my contribution to BlueScope and helps me manage my time effectively.
I continue to prioritize the demands of my BlueScope directorship and committee work, and I remain fully committed to supporting the company's growth and governance. It's been a privilege to serve on this Board, and I respectfully ask for your support for my re-election. Thank you.
Thank you, K'Lynne. Thank you very much. I now invite any questions from the floor. Thank you. Michael, have we received any questions online or on the phone?
Not with this one, though.
Do we have a question on the phone?
Yes, there is a phone question from Mike Muntisov. Please go ahead.
Yes. Hello again. Just for Ms. Johnson, thanks for your presentation there. As you've mentioned, you're on the board of four American companies, two of which are listed on the New York Stock Exchange and two of which you're Chair of. One of our concerns, and within ASA, we have guidelines we look at in terms of workload. One of our concerns and experience with chairs in particular is workload can be managed when things are going well, but when problems arise, often a big load comes onto the Chair and being a Chair of two companies, I think one of which is a listed company. What assurance can you provide us that you can provide adequate quality time to BlueScope?
Could you perhaps expand on what you think or what your future plans are for your Director portfolio so we can get a gauge of your future workload? Thank you.
Thanks, Michael. I'll take that question, most appropriate that I answer on behalf of the Board. We absolutely note the ASA's guidelines, and we note Proxy Advisor guidelines as well. I can guarantee you that lots of difficult things happen all the time in BlueScope and in the companies that K'Lynne is involved with. On every single occasion, K'Lynne has shown up and made an outstanding contribution. She has a deep background and has a wonderful approach to how she engages with management and how she engages on the board on the most difficult questions. We have unreservedly put K'Lynne forward for re-election and unanimously endorsed her. We are comfortable that K'Lynne is an outstanding Director. We would lose considerable value if she was not to be re-elected, and we have strong support from shareholders for her re-election. Thanks, Mike.
I know you and I have talked about this as well, and I hope that satisfies you that all the things that we should be doing, we are doing, and K'Lynne is an outstanding director. Thank you. Are there any other questions in relation to item two A? Someone at the back? Yeah. Oh, can you bring the microphone? Oh, thank you. Oh.
Chair, this is Norma.
Hello, Norma. I think we've met before.
Yeah, we have. In the presence of all these learned people, I have to say we are in good hands. There's no question about that. You just listen to each and every one of them, and you go home and you're smiling. Good on you, BlueScope.
On you, Norma. Not that I take any of this personally, but did you notice how big a round of applause Norma got and I got none? Okay. All right. That concludes item two A. Details of the proxy votes are displayed on the screen. K'Lynne has almost 99% vote in favor of her re-election. Congratulations, K'Lynne. Okay. Item two B relates to the proposed re-election of ZZ. He also joined the Board with K'Lynne in January 2022 and offers himself for re-election. The Board considers ZZ to be independent, and he makes an outstanding, strong, and valuable contribution, bringing a perspective on China that nobody else can bring to our Board. The Board, excluding ZZ, recommends his re-election. I invite him to speak to this. Thank you.
Ladies and gentlemen, my fellow shareholders, as a member of Health and Safety Committee members, I wish also to express my sincere condolences. It is a terrible tragedy. My name is ZZ Zhang. I was born and grown up in Beijing, China. I earned a degree in computer science in Beijing and later completed an MBA degree from Queen's University in Canada. In 1987, I returned to China and have since held different leadership roles across multiple functions, including service as President of four multinational companies in China with responsibilities spanning across China and the Asia Pacific region. I continue to live and work in China today. Three years ago, I stood before you and was honored to be elected as a Director for this wonderful company. Since then, I have taken my responsibility seriously, serving on the Board, HSEC Committee, and Risk and Sustainability Committee.
As the world faces heightened geopolitical challenges, particularly between the U.S. and China, it is more important than ever for BlueScope and the Board to have the deep underground knowledge of China and other Asian markets. This part of the world represents a significant opportunity for steel products and ongoing challenges for BlueScope. My background also includes extensive experiences in blue-chip manufacturing and product development, including industrial digitalization, automation, and robotics. I'm standing here today, again, asking for your support for my nomination as a member of the Board of BlueScope. It will be my privilege to serve you for another three years. Thank you.
Thank you, ZZ. On show there was the incredible contribution that ZZ brings. Are there any questions from the floor on item two B? Any questions online, Michael?
Not on this item.
Any questions on the phone? Okay. Thanks, Michael. I think that concludes the discussion for item two B. Details of the proxy votes are displayed on the screen. As you can see, huge support for ZZ. Congratulations, ZZ, on your re-election. Moving to item two C. That relates to the proposed election of Cheri Phyfer. Sherry joined the B oard in October just last month and offers herself for re-election. The Board considers Sherry to be independent. Since she joined the Board just six weeks ago, Cheri has brought insights into downstream brand and product markets in the United States. The Board, excluding Cheri, recommends her election to shareholders. I invite Cheri to say a few words.
Thank you, Jane. Good morning, fellow Board members and shareholders. I want to join my colleagues and offer my profound sympathies for the life that was lost yesterday. I will tell you, as the newbie to the organization, it was extremely meaningful to hear the comments from the shareholders, the community members today, and to see the BlueScope family really rally around each other at such a horrible time. I'm honored to stand here for election to the Board of BlueScope. I have spent 30 years in the building and construction industry, with more than 20 of those years as a global executive in leadership roles. Throughout my career, I have had the privilege of leading teams, driving growth, and navigating complex markets across the coatings and building products industry, areas that align with BlueScope's business and future opportunities.
Since 2018, I have also served as a dedicated and engaged Board member across several organizations, bringing a balanced perspective, a focus on governance, and a deep commitment to sustainable growth. I currently serve on the Board of OI Glass, a Board that is heavy manufacturing and high capital deployment, which I believe will help me in the onboarding to BlueScope and adding value to the operational opportunities in front of the company. BlueScope's continued expansion in North America presents an exciting opportunity. The company's focus on coated and building products closely matches my experience and understanding of the customers, the operational excellence, and the value creation we can make. Thank you for your time and your consideration. I would be honored to contribute to BlueScope's ongoing success and to support the company's vision for sustainable growth and innovation.
Thank you, Cheri. Are there any questions from the floor? Michael, any questions online?
No questions online or on the phone.
Okay. Thank you. All right. That concludes the discussion. Details of the proxy votes are displayed on the screen. Cheri, it's pretty unusual to get such a high vote. We're all very jealous of that. Welcome, welcome, and thank you to shareholders for supporting Cheri's re-election. Now, item two D, for those of you who have been waiting for this, it is my privilege to talk about item two D, and that's the proposed election of John Nowlan. As I mentioned earlier, the Board believes John brings a blend of commercial steel industry and steelmaking experience that will be of enormous value to the Board. We have undertaken a thorough review of his qualifications, which are first-class, his experience, which is first-class, and his contribution to BlueScope over, in fact, 47 years, I think.
We unanimously support his nomination for election, and he is supported by the management team as well. I invite John to speak to his election.
Thank you, Jane. Good morning, ladies and gentlemen, fellow shareholders. Having led the global safety function for BlueScope and worked across BlueScope and at Port Kembla for many years, I can only imagine the terrible impact of the loss of this young man's life yesterday. This will have a terrible impact on his family, his friends, his colleagues at work, the Illawarra community, and I extend my deepest condolences. It's a privilege to stand as a candidate for the Board, and I appreciate the Board's support for my nomination. Thank you for considering my candidacy. After nearly 50 years with BlueScope and BHP, I bring experience in steel manufacturing, large-scale, capital-intensive projects, building products, markets across Australia, New Zealand, and the United States. I believe this will enable me to support BlueScope, to respond and adapt to the change and opportunities in what are dynamic and volatile markets.
Through leading teams focused on customer service, manufacturing excellence, process improvement and carbon reduction, health, safety, and environment, and product innovation, areas which continue to be key to BlueScope's evolving business and future opportunities, I have developed a deep appreciation for the strength that comes from our people and the resilience and adaptability of BlueScope's businesses. I recognize that if elected, I will serve as a Non-Independent Director. I assure you that I will work in the best interests of BlueScope, work collaboratively with my fellow Directors, who will continue to form a majority of independent members to uphold the principles of transparency, accountability, and stewardship that define BlueScope's governance. I'm excited by this opportunity to contribute to BlueScope's future and respectfully seek your support for my election. Thank you.
Well done, John. Thank you, John. Are there any questions from the floor in relation to John's election? Any questions online or on the phone?
There is one question online from Steven Main. I think he wrote it to John first class as well, Jane. I love the way you argued for John Nowlan's appointment, even though he won't be independent. If the governance rules tolerated having one Non-Independent Director because they add so much value overall, this would be a good development. Well done for blazing the trail with John, which I'm going to use as a precedent to encourage other companies to follow suit, provided there is always a strong majority of genuinely Independent Non-Executive Directors, including the Chair. Did any of the governance box tickers recommend against John's election?
I don't think they're box tickers. I think the proxy advisors play a very valuable role. I wouldn't, obviously, nor would the Board call them that. We engage with the proxy advisors at least twice a year. I go and see them. Rebecca, as Chair of the Rem Committee, goes and sees them as well. As Steven, you know this really well, the proxy advisor reports are their property. If they choose to release them, that's up to them. What I can say in this instance, not a single proxy advisor recommended against John. In fact, they recommended for John. Thanks, Steven.
No more questions online or on the phone on this item.
Thank you. What I can say is that I've also spent a long time talking with investors about John. We first talked about John as a possible member of the Board with investors about nine months ago, I think now. We have had resounding support from our largest institutional investors, some of whom own up to 20% of our shares. Very strong support. That concludes the discussion for item two D. Details of the proxy votes are displayed on the screen. Wow. Welcome to the Board, John. Fantastic. You'll be up here next year. I now move to the remaining items on today's agenda, which relate to the adoption of our REM report and grant of rights under the company's short-term and long-term incentive plans to Mark Vassella. Rebecca talked about those extensively before. Each of these items will be voted on separately.
However, given Rebecca's comments and the commonality between the items, we'll deal with the discussion on all items together. Item three involves a non-binding resolution to adopt the company's REM report. Each Director recommends that shareholders vote in favor of the resolution under this item. Directors other than Mark recommend that shareholders vote in favor of items four and five. I now invite questions from the floor on 3-5 . Michael, thank you. Any questions online or on the phone?
We do have one question on item three from Steven Main. Why did not you disclose the proxy position early to the ASX, along with the formal addresses, to allow more time for investors to prepare for today's AGM debate? Many other companies do this. Did any of the proxy advisors recommend against the remuneration report? And if so, what concerns did this raise?
Thanks, Steven. We have always disclosed proxy votes after we've heard questions from the floor. You can see proxy votes have been overwhelmingly in support of what we do. I understand Steven's point. There are companies that do disclose proxy votes before discussion. We just do not like to stifle debate. We do not want to discourage people from coming forward because they think their vote will not make a difference. That is not the point of an AGM. The point of an AGM is to listen to people here in the hybrid meeting and on the floor here who have made the effort to come here. We are not going to change our position and disclose proxy votes before we have heard that discussion. Do I understand his view?
I can assure you that we have had strong and long support for our REM report and the company's remuneration practices, LTI and STI. You can only imagine what the proxy advisors' views are. I think that answers that question. Any other questions?
No more online questions. I believe we do have one question from Mike Muntisov from the ASA on the phones. Can we go to the phone lines?
Thanks, Mike. The line is open.
Yes. Hello again. In answer to Steven Main's question, the ASA supported all the remuneration resolutions and also supported John Nowlan. Just to clear that up. We also support your approach of not releasing the proxies until after the debate. We think that otherwise could stifle debate. We support that. I did have a question on remuneration. It relates to the calculation of the return on invested capital performance measure, which is used for the purposes of working out the long-term incentive payment to management. Last year, BlueScope wrote off an investment of AUD 439 million due to the impairment of the coated steel business in the U.S.A . The question is, will you ensure that the AUD 439 million amount will continue to be counted when calculating management's return on invested capital over the next two years of the long-term incentive plan?
After all, the AUD 439 million was actual money invested and should not be ignored because it has been removed from the balance sheet for accounting purposes.
Thanks, Mike. Mike, Chris Gibbs, our Head of Investor Relations, and I had a lot of discussion about this point with Mike. We exchanged lots of calculations as well. We thank you for your interest in this. Absolutely. We have no integrity if we have a REM structure that either unfairly favors management or unfairly disadvantages them. We think we have the balance right. Mike raises the very point that we have talked about in terms of both STI and LTI. We will, with the STI, adjust for the impact of the North American coated products write-down. That is absolutely appropriate. We're looking at the long-term incentive plan. What I can absolutely assure everyone of is that we will land on the right outcome. We will be transparent, and we will be fair about it. We'll be reporting on that in the 2026 REM report.
Thanks, Mike.
Thank you.
Thank you. Are there any other questions online, on the floor, or on the phone?
No more questions online or on the phone.
Thank you. Thanks, Michael. That concludes the discussion on these items. Thank you, Mike, also for confirming the ASA support for displaying proxy votes at the end of discussion. The REM report is displayed, and you can see 98.93% for, discretionary 1.15%. Turning to the grant of short-term incentive rights and grant of long-term incentive alignment rights, you can see overwhelmingly 99% support for those resolutions. I think you can see that we've got it pretty right at the moment, and the challenge that Mike raises will take absolutely fairly and squarely on board. Would you believe that concludes the formal business of the meeting today? I'm going to ask you to complete your voting paper or vote online.
For those here, please place those voting papers in the poll collection boxes at the back of the room, which will remain open for a further five minutes. As I mentioned earlier, the results of the poll will be available later today. Now, before you all go, and normally people are racing to leave because there are really nice refreshments out there, this is Mark Vassella's last annual general meeting as Chief Executive. We have talked before about the contribution and leadership of Mark, and I would like shareholders to recognize that. Okay. No tears. Thank you for your attendance and your continued support of BlueScope. I invite those here to join us for refreshments, which I have said before are really nice. I now declare the meeting closed, subject to finalization of the poll. Thank you so, so much. All the best.