Good morning, ladies and gentlemen. My name is Graeme Barclay, and I'm the Chairman of your company. We acknowledge that we are meeting on the traditional country of the Kaurna people of the Adelaide Plains and pay respect to elders, past and present. We recognize and respect their cultural heritage, beliefs, and relationship with the land. We acknowledge that they are of continuing importance to the Kaurna people living today. We also extend that respect to other Aboriginal language groups and other First Nations. As Chairman of this meeting, and on behalf of my fellow directors, I'm pleased to welcome you to the 2023 Annual General Meeting of Codan Limited. It's now just after 11 A.M., and as a quorum is present, I will declare the meeting open.
Before I go any further, I would be grateful if you could all please check that your mobile phones are turned to silent or switched off. Today's meeting is a hybrid meeting. In addition to company representatives and shareholders present with us here at the Adelaide Oval, shareholders, proxy holders, and guests can participate in the meeting virtually via Computershare's online virtual meeting platform. Virtual attendees can watch a live webcast of the meeting, and in addition, shareholders and proxy holders have the ability to ask questions and to submit votes. For those attending in person who wish to ask a question, you may raise your blue attendee card to ask a question when called upon to do so, and you may speak once you've been acknowledged by the chairman of the meeting and been provided with a remote microphone.
For those attending online, there are two methods to participate. Firstly, to ask a verbal question, please follow the instructions below the broadcast window on the virtual meeting platform, and the moderator will facilitate your participation at the appropriate time. Secondly, to ask a written question, please use the Q&A icon on the screen, type your question in the text box, and press “Submit”. Written questions can be submitted online at any time during the meeting. I will ask that you identify the capacity in which you are attending the meeting when asking a question. Please note that while you can submit questions from now on, I won't address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if there are multiple questions on the same topic, amalgamated and dealt with together.
Further, whilst we may not be able to deal with all of your questions, I will ensure that all questions asked by shareholders, there will be a reasonable opportunity to provide a response, and that may involve one or two members of the executive team providing a detailed response where required. In terms of the voting procedure, voting today will be conducted by way of a poll on each item of business. In order to provide you with enough time to vote, I will shortly open voting for all resolutions. For shareholders and proxy holders who are attending in person, you would have been issued a blue attendee card with the voting details on the reverse side. I will advise the procedure on how to vote once the resolutions have been put to the meeting.
For those attending virtually, if you're eligible to vote at this meeting, a vote icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to press the Submit or Enter button, as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You do, however, have the ability to change your vote up until the time that I declare that voting has been closed. For full details on how to log on and vote online, please refer to the user guide outlined in the notice of meeting. Unfortunately, technical issues or difficulties may arise during the course of the meeting.
I note that I will have the discretion to determine whether and how the meeting should proceed in the event that a technical difficulty arises. If I'm required to exercise this discretion, I will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting has been affected. I now declare voting open on all items of business. The polling icon will soon appear. Please submit your votes at any time, and I will provide ample notice prior to the closing of voting. I appoint Nigel Bolling of Computershare Investor Services to be the Returning Officer and to conduct the poll. As outlined in the notice of meeting, your board strongly recommends that shareholders vote for all resolutions.
The notice of meeting and explanatory memorandum was distributed to all shareholders on the 20th of September 2023, and I propose to take those as read, unless there are any objections. The format for today's meeting is to conduct the formal business of the meeting after a presentation from our CEO on the company's strategy, recent acquisitions, financial performance in financial year 2023, and the near-term outlook. Before moving to the formal resolutions to be voted on at the meeting, there will be an opportunity for shareholders to ask questions. As I mentioned, my name is Graeme Barclay, and I became chairman of your company on the 1st of February 2023, following the planned retirement of David Simmons after 8 years as chairman of Codan and a total of 14 years as a non-executive director. And it's great to see David, in person, attending today's meeting.
I'd like to formally acknowledge the significant contribution that David made over his long tenure as chairman and as a director. He presided over the development and growth of Minelab over the last decade to become a global leader in metal detection and over the transformative, transformative Zetron and DTC acquisitions to create the requisite scale and a growth platform for Codan's Communications division. On behalf of the board and the Codan employees, we again thank David for his leadership and contribution over a long period. Ladies and gentlemen. Peter Leahy, another long-standing director, also with 14 years service, retired at last year's AGM, and we also thank Peter for his contribution over his long tenure.
The retirements of David and Peter allowed us the opportunity to renew and refresh the board, and we announced the appointments of Sarah Adam-Gedge and Heith Mackay-Cruise as non-executive directors in February and March of this year, following an external search process. Both are highly credentialed, bringing experience and expertise relevant to building a stronger Codan. It's my pleasure to introduce the current board of directors of Codan Limited to you, and I will ask each director to put their hand up as I introduce them. I will also ask Sarah and Heith, as our new directors, to make a short statement about the experience they bring to Codan, noting that their biographies were set out in the annual report. Firstly, I'd like to introduce Kathy Gramp .
Cathy was appointed to the Codan board in November 2015, and is chair of the Audit, Risk, and Compliance Committee, and a member of the Remuneration and Nomination Committee. Next, I'd like to introduce Sarah Adam-Gedge, who was appointed on 1 February 2023, and is a member of the Audit, Risk, and Compliance Committee. As a new director, Sarah is standing for election at today's meeting.
Thank you, Graeme, and good morning, everyone. I appreciate the opportunity to join the Codan board and also to address the meeting, and I thought I'd provide a brief summary of my background, bringing out some areas that hopefully are very relevant to Codan. I have a 35-year career across technology, consulting, and finance, and started my career as a chartered accountant. For the last 20 years of my executive career, before becoming a professional non-exec director, I held leadership roles in global, digital, and technology companies, including 12 years at IBM, where I was managing partner. Prior to that, I was a partner at both PwC Consulting and Arthur Andersen, where I started out as an auditor.
In the last 15 years of my executive career, I've led businesses ranging in size from AUD 50 million to AUD 900 million and employing up to 6,000 people. I've got significant experience in driving growth across different industries and countries, having worked both locally and globally in both business to business and business to consumer, go-to-market environments, and have deep expertise engaging with large-scale customers. As a non-exec director, I have a particular interest in using digital technologies to support business growth and also to help organizations become more efficient, as well as applying innovative and leading-edge capabilities to become the preferred partner to, customers and to industry. In terms of my current listed board portfolio, in addition to Codan, I'm on the board of 3 other companies. These companies are Austal Limited.
Austal is a global shipbuilding company and builds large vessels, large ships, largely for defense, but also for the commercial ferry market. At Austal, I'm a non-exec director, and I'm also the lead independent director, which is referred to at Austal as deputy chair, and I'm the lead independent director to address the fact that the chairman is not independent. I've been on the board of Austal for six years. I'm also on the board of Bravura Solutions Limited. Bravura is a global wealth and superannuation platform company, and I'm a non-exec director at Bravura. I've recently joined the board of Emeco Holdings Limited. Emeco is a mining equipment services company based in Australia, and I'm a non-exec director. As I mentioned, also the fourth board is Codan.
Those three boards, Austal, Emeco, and Bravura, I chair the Audit and Risk Committee, as I have a strong finance and audit background, in addition to my digital and technology expertise that I mentioned earlier. My involvement in unlisted or not-for-profit boards is aligned to my personal interests of sport, technology, and finance. So I very much look forward to the opportunity to bring value to the Codan board, and would welcome any questions at the appropriate time. Thank you.
Thank you, Sarah. Next, I'd like to introduce Heith Mackay-Cruise, who was appointed on the first of March, 2023, and is a member of the Remuneration and Nomination Committee. As a new director, Heith is standing for election at today's meeting. Heith?
Thank you, Graeme. It's an honor and privilege to stand before you today to seek election to join your Codan board. So why am I here? Over the past 25 years, I've become attracted to those organizations with a significant addressable market and targeting international growth. My experience leading global and local organizations in media, education, and technology sectors with a true growth mindset has become my sweet spot. So what experience might I bring to your board to complement the skills of my fellow directors? Firstly, my understanding of technology businesses as the current chair of Straker Limited and the previous chair of Hipages Limited. Secondly, my strategy and M&A experience comes from my time as the Global Chief Executive of a private education company, Study Group, as well as leading the ACP Media business in New Zealand.
And thirdly, my exposure to capital markets, having been involved in ASX and private equity-owned companies throughout my career. My governance experience as a director of the ASX-listed Southern Cross Media Limited and also Straker Limited, together with my role as a national director on the board of the Australian Institute of Company Directors, further complements my skill set. And finally, I believe that I have the passion, capacity, and commitment to assist the team drive growth and shareholder value for Codan. Thank you in advance for your support.
Great. So we're very pleased that Heith and Sarah have joined the board. Finally, your Managing Director and CEO, Alf Ianniello, who joined the board in January 2022. For the sake of completeness, I bring to shareholders' attention that I am retiring my position as a director by rotation, and being eligible, I'm standing for re-election at today's meeting. We're also joined by Michael Barton, who will act as company secretary for this meeting. Michael was appointed to the position of Chief Financial Officer and Company Secretary in September 2009. I've asked Michael to address some administrative matters during the course of today's meeting, and to also read out any shareholder questions that we received prior to and at today's meeting, and will hand over to him at the appropriate time.
As mentioned, there will also be the opportunity for verbal questions before we address the AGM resolutions. When Michael does step up to provide that assistance, he's gonna stay seated, because he's actually on crutches today, so we'll get him to stay in position. Proxies have been received from 481 members, representing over 63% of the company's voting shares. These will be reported to the ASX for each resolution. After discussion of each resolution and before putting the resolution to a vote, the proxy votes will be displayed on the overhead screens for members' information. Ladies and gentlemen, in combination with a presentation from Alf, I'd like now to update you on Codan's business over the past twelve months and how the 2024 financial year is shaping up so far.
So around the time of last year's AGM, it had become apparent that Minelab's revenues from the sale of gold detectors into Africa was being significantly disrupted due to the military coup in Sudan. The dislocation of Minelab's largest market in Africa continued throughout the whole of FY 2023 and is continuing with no sign of improvement in FY 2024. Minelab's African revenues in FY 2023 were 70% lower than had been achieved in FY 2022, and this was a disappointing outcome. Offsetting this was how the rest of the Codan businesses performed in FY 2023, in what was and is a challenging macro environment.
Minelab, Rest of the World and Countermine achieved aggregate revenues equal to the levels achieved in FY 2022, and our communications business, comprising Zetron and Tactical Communications, grew revenues by 14% over FY 2022, and importantly, improved the segment profitability contribution to 25%, which was an improvement of 21% over the prior year. Our second half EBIT performance at AUD 46.5 million was a 12% uplift on the first half, and our full year revenues were 10% down at AUD 457 million, and we delivered EBIT and statutory NPAT of AUD 88 million and AUD 67.7 million, down on FY 2022 but slightly better than rebased market expectations. We renewed our debt facilities for the medium term.
Net debt was at AUD 52 million at 30 June, and we saw continuing operating cash flow improvements in the second half of FY 2023. As a result, we therefore have a strong balance sheet with low leverage. We remain committed to our clearly articulated three-pillar strategy: invest in ourselves, strengthen our core business, and disciplined capital allocation, relevant to both the metal detection and communications businesses. Therefore, we are continuing to allocate capital to develop our pipeline of new products, to strengthen our core business, and to accelerate our growth through the acquisition of businesses and technologies that fit with and/or accelerate our strategy and product development roadmaps.
During FY 2023, we acquired GeoConex, and in August, we announced we had completed the acquisition of Eagle, which provides Zetron with scale in the UK command and control market and a growth platform in the UK and certain European markets. We will continue to review opportunities to grow inorganically where these make sense. Shareholders will appreciate that the Codan business has evolved very considerably over the past two or three years. Following the Zetron, DTC, BWC, and GeoConex acquisitions, coupled with the organic revenue growth achieved in communications, our Minelab African revenues in FY 2023 represent less than 10% of group revenues. These acquisitions have been accretive for shareholders, as using the current financial performance under Codan's ownership, we now estimate that they have been acquired on an EBITDA multiple of 4 x.
With the diversification of the Codan group through the expansion of the communications business and consequent changes in the organizational and executive structure, coupled with feedback from stakeholders, the board has taken the opportunity to evolve the remuneration, incentive, and retention structure that applies to our executive team, and particularly our CEO from FY 2024 onwards. My philosophy here is to start to weight a greater proportion of of executive remuneration to being at risk, being based on medium to long-term outcomes, and to being equity-based to bring greater alignment with shareholder outcomes. You will see the changes we have implemented outlined in the remuneration report and in the resolutions to grant our CEO equity rights for both short and long-term performance outcomes under today's resolutions are consistent with this philosophy and are fully explained in the remuneration report and in the notice of meeting and explanatory memorandum.
Codan shares have traded in a wide range during the 12 months since last year's AGM. While the share price itself is outside our direct control, we acknowledge that Codan's financial performance and prospects do materially influence the share price, and our financial performance in FY 2023 was below our expectations for the reasons already outlined. Other than Minelab's performance in Africa, I am pleased with the progress we're making with revenue and profitability growth metrics in each of Zetron, Tactical Communications, and Minelab, Rest of the World. Your board and executive team remain focused on shareholder return performance and note that a relative shareholder return metric has been implemented into the long-term incentive plan commencing in FY 2024.
I thank the Codan executive team, led very effectively by Alf, and all Codan employees for their efforts and contribution during FY 2023 and FY 2024 year to date to building a stronger Codan. Finally, to you, our shareholders, we appreciate that you have a choice how and where you invest, and we thank you for your interest and investment in Codan. Please now welcome your Managing Director, Alf Ianniello, for his address.
Thank you, Graeme. I'm delighted to welcome you all to the 2023 Codan Annual General Meeting, my second AGM as CEO. It's a pleasure to be here today and see so many familiar and friendly faces, and I'd also like to acknowledge those shareholders joining online. Firstly, we need to take care of a procedural matter. Please take note of our standard disclaimer. The focus of the presentation today will be, firstly, make mention of changes to the Codan executive leadership team. I will then share a brief overview of our strategic direction and provide a brief recap of our full year 2023 results, near-term priorities, and first half FY 2024 company outlook. I'll begin by introducing your leadership team. I may ask the leadership team to stand quickly. They're at the front.
So feel free to ask them a question after the presentation. But we have Daniel, Mai-Lan, Peter, Scott, Paul, and Ben. So take a seat, guys. You'll be familiar with most of our executive leadership team if you've followed our story, but there are some fresh faces to introduce today. Mai-Lan Woods has been with us for more than five years and was promoted to the position of Chief Human Resources Officer in January this year. She brings strong people and culture experience to the position and essentially understands the journey Codan is on and the skills and personalities needed to achieve our strategic objectives. A key aspect of this is fulfilling our mandate to invest in ourselves by diversifying knowledge and thought leadership across the organization. Daniel Hutchinson has recently joined us as Executive General Manager of Strategy, Corporate Development, and M&A.
Daniel has two decades of investment banking and corporate advisory experience in advising global technology and growth companies on strategic transactions. His appointment to the leadership team reflects our growing confidence in expanding Codan's business through targeted strategic acquisitions that complement our existing technology, products, and markets. Lastly, Peter Charlesworth has advised that he'll be transitioning to retirement. Ben Harvey has been promoted to succeed him as Minelab Executive General Manager, effective of this month. Ben has been instrumental in growing our Rest of the World business, and an internal successor to Peter will ensure a seamless transition. I have great confidence that Ben will build on Peter's great work. Peter leaves a lasting legacy at Codan and will remain with us in a part-time Chief Technology Officer position for the next 12 months.
On behalf of the board and Codan and the Codan community, I'd like to thank Peter for his contribution for the last 20 years. We are a company that firmly believes in structure following strategy, and each Codan appointment is aligned to delivering on our strategy: to invest in ourselves, strengthen the core business, and continue with disciplined capital management. We are proud to have such strong leadership at Codan, and I would like to thank them for their commitment, hard work, and efforts, particularly over the recent years. Codan has remained resilient and is committed to our strategy, which evolves as we incorporate recent learnings. Three core pillars underpin this strategy, and these were specifically designed to drive long-term sustainable growth and value for shareholders.
The first is investing in ourselves, which I define as getting everything right internally, to entwine people, processes, and systems in a way that drive improvements in core metrics. We are making an exceptional effort to ensure our future talent and hiring pools are reflective of our current and future needs, and to ensure we have the right structure, people, and roles to deliver on this strategic growth plan. A plan that not only demands technical expertise, but also thought leadership, and this will ensure we maximize all possible opportunities by promoting diverse and divergent thinking. Secondly, strengthen our core business. As you have just heard, the challenges we all face today are no longer as linear as they were in the past, so we must constantly seek to improve the quality of our top line.
This involves breaking new ground in pursuing geographic and business unit diversification, while pushing and finding ways to expand our suite of products and services into growing global addressable markets. Central to these ambitions is developing stable, recurring, and predictable revenue streams. The third circle: disciplined capital allocation. It is important that the opportunities presented from Codan's core businesses are complemented and enhanced by an inorganic growth strategy. This approach has the potential to rapidly increase market share revenue or benefit from cost synergies. Central to our expansion position is pursuing strategically aligned and accretive acquisitions. Specifically, this means targeting opportunities that fill a technology gap or offer enhanced scale or increased market penetration. Our recent GeoConex and Eagle acquisitions are both reflective of our pursuit of bolt-on acquisitions, but only opportunities considered complementary to our existing technologies or offering secure pathways into emerging technologies are being considered.
At the full year results, we detailed the motivations for the Eagle acquisition. Beyond the expansion opportunities and highly complementary technology, we assessed the U.K.-based carve-out acquisition as a strong strategic fit to Zetron. Eagle was a well-positioned asset that added over 100 control rooms in the U.K. to Zetron's portfolio, which provides mission-critical communications and workforce management solutions. It also provided immediate access to the U.K. public safety market at a scale and presents a solid platform to leverage our expanding presence in five European countries outside of the U.K. We are particularly excited about what this acquisition represents. For context, Eagle Solutions are currently used by more than two-thirds of police forces in the U.K., as well as by major transportation hubs and airports. This includes Dubai International Airport and the London Underground.
The acquisition provides access to new geographical markets and complementary technologies, some of which will be applicable to our existing North American markets. It develops and diversifies our markets through new international growth opportunities across the public safety and transportation sector. In terms of its customer base, the acquisition provides exposure to numerous high-quality customers. Support and service, service contracts make up 45% of Eagle's existing $21 million revenue, which is in line with our objective to create a more sustainable and predictable revenue base. The acquisition is expected to be EPS accretive from year two, given the fact it is a carve-out, and we have entered a transitional service agreement with the vendor and expect integration to be completed at the end of this financial year.
It is through these types of acquisitions that Codan will be able to maximize and unlock full potential of the business, which provides confidence for future investment decisions as we continue to build strong track records of acquisitions. Over the last 12 months across the organization, we have taken significant strides in embedding our environment, social, and corporate governance framework. The framework is important because it creates value and makes us an employer of choice for best-in-class recruits demanding purposeful work. From an environmental perspective, we joined the United Nations Global Compact, UNGC, because we are a responsible company and want to meet global challenges head-on, and to lead the way through these changing times for others to follow. The UNGC is a commitment to implement universal sustainability principles developed to support UN goals, and we are entrenching these into our strategy, culture, and day-to-day operations at our company.
As a member of the UNGC, we sit alongside global entities who are world leaders in corporate sustainability. Socially, STEM is a focus area for Codan, and in recent months, we have been able to see tangible outcomes delivered to encourage diversity and inclusion for students to pursue a career in STEM. We are delighted to be honoring the Codan founders with a long-term commitment with the University of Adelaide to fund multiple PhD research scholarships that could span the research fields of AI, electronic engineering, signal processing, and geophysics. These scholarships will provide Codan with exclusive access to the very best engineering talent, and as a result, exclusive access and rights to unique and valuable intellectual property, with the intention to continue to enhance innovation wherever you are.
The ESG report, contained within our annual report, provides greater detail on the progress made on the initiatives linked to the framework. We would encourage shareholders to view this, and we look forward to communicating progress against our initiatives during the coming year. Despite the uncertain geopolitical environment and challenging global macroeconomic factors, Codan has delivered a stronger second half result, with group revenues up 16% versus the first half. In this financial year, Codan has become a stronger business as it has reduced its reliance on Africa while enhancing its diversification with the strong communications segment performance. The management team is focused on building a stronger Codan by leveraging its strength of innovative product development with diversifying our earnings and pointing our resources towards large global addressable markets in communications.
Group revenue came in at approximately AUD 457 million, down 10% on last year. The group delivered a statutory NPAT of AUD 67.7 million, while the underlying NPAT was AUD 65.5 million, down 33% and 35% respectively. This was primarily as a result of ongoing and significant disruption in our Minelab African market. This was partially offset by strong organic revenue growth within communications, up 14% versus FY 2022, towards the upper end of our target range, and Minelab's Rest of the World recreational detector sales supported by new innovative product releases. With strong growth from our communications business and the decline of the African metal detection market, our communication business delivered 60% of the group's FY 2023 revenue.
This is consistent with building a stronger Codan strategy to diversify earnings and have a more balanced, stable, and predictable revenue base. I'm proud to announce that our communications business had an excellent year, with both Tactical Communications and Zetron achieving strong growth, and our total communication revenue was up 14% year-on-year, while the targeted range was between 10%-15%. The communications segment profit margin came in at 25%, which was our target, and an increase on FY 2022 result of 21%. As of the thirtieth of June, our communications forward order book was AUD 163 million, an increase of 9% year-on-year. The success of our communication business is a snapshot of Codan's strategic focus working. By targeting large and growing addressable markets, we increase segment revenues from developed markets and government customers.
We are focused on enhancing the quality of revenues to increase stability across the organization. A large part of this is the engineering investment in our technology platform. This is not only, this not only further enhances our value proposition to customers, it positions Codan as a true end-to-end solutions provider and allows us to enter new geographies and adjacent markets. During the year, there were also considerable effort and investment directed towards strengthening sales teams and ensuring resources and expertise are in place to pursue opportunities in key growth markets. Minelab revenues reduced to AUD 176 million from AUD 262 million in FY 2022. This is predominantly due to the continued disruption of the Northeast African market. However, it is pleasing to see pre-COVID trade levels now returning to other countries in Africa.
It is important to note that all key Minelab markets delivered stronger half-on-half results, with revenues growing 38% in H2 compared to H1. Minelab segment contribution margin was also stable versus the first half at 32%. The Rest of the World Recreational Detector Revenues remained remarkably resilient, growing 9% versus last year, with the main contributor being the new released Manticore, X-Terra Pro, Equinox 700 and 900 detectors, delivering exceptional results in a challenging consumer market. Countermine also contributed to FY 2023's strong result, with these technologies being used to de-mining countries such as Ukraine. We are proud that through our technology, we are able to support humanitarian efforts. The successful execution of the near-term strategy will see a more balanced, integrated, and sustainable Codan. This is consistent with our aspiration to continue to deepen and strengthen our strategic priorities.
A core pillar to our strategy is to invest in ourselves. Codan continues to invest approximately AUD 45 million into developing the next generation of technology and products. This investment is evenly split across our core businesses. Tactical Communication continues to enhance its offering as a full solutions provider. In the near term, they are focused on developing an industry-first multiwaveform radio solution in partnership with TrellisWare Technologies. The TrellisWare Waveform is a scalable, low-throughput offering, which is considered the standard in the Five Eyes communities. In contrast, DTC uses a token waveform technology, which has a high throughput to provide reliable video communications. This allows soldiers to switch between waveforms for effective, reliable communications and meet their precise location and mission needs.
The multiwaveform radio expands our ability to participate in significant long-term soldier modernization programs across the U.S. military and the Five Eyes community. Zetron continues its expansion and growth of systems and support contracts, and a key focus in FY 2024 is to continue to integrate the recently acquired Eagle and GeoConex. Minelab continues to focus on promoting the recently launched detectors and expand channels to market by e-commerce and geographic expansion. At the full-year results briefing, we made a comment that communication, excluding Eagle, is targeting to deliver 10%-15% revenue growth in FY 2024, after normalizing for the impact of the large communications projects delivered in FY 2023, which was approximately AUD 20 million. The Zetron business is having another strong half, and the Eagle integration is progressing well and is performing in line with our expectations.
In the first half of FY 2024, our traditional HF markets in Africa are being impacted by the geopolitical challenges being experienced in that part of the world. However, we remain excited about the medium-term growth prospects of our overall tactical communication business, as we release our next generation of radios that will allow us to participate in significant long-term programs. At the full-year results briefing, it was stated that Minelab's Rest of the World Recreational Market will continue high single-digit % growth in FY 2024. Overall, Minelab has exceeded our expectations, with first half FY 2024 revenues currently expected to be in line with the second half of FY 2023, which will be approximately 40% uplift on the first half of FY 2023. However, as a business, we must continue to work hard and plan as we navigate through geopolitical and global macroeconomic changes.
Our values, organizational culture, hard work, and positive outlook are at the foundation of our focus to build a stronger Codan. These attributes build confidence, engender adaptability, and help us deliver on our strategic plans and ambitions. Our people demonstrated courage and tenacity in FY 2023 after guiding Codan efficiently and productively through the volatility of the COVID era and through the myriad of challenges caused by global geopolitical issues. To improve the quality of our business, as all of this was playing out, is a testament to the planning that has brought the company so far and signals a bright future as we continue to strive to become a stronger Codan and to generate sustainable value for shareholders. I'd like to recap some of the key points made in today's presentation.
Codan is a global business that will continue to leverage our creativity, and we have confidence in our ability to expand into new and adjacent markets. We are confident the strategic initiatives currently in place will position Codan to further grow revenue and earnings and market share. We have secured a more diverse earnings base across our businesses. We have significantly reduced our reliance on Africa as we lay the foundations elsewhere to secure more predictable revenue streams. We seek to further strengthen the balance sheet with a focus on improved working capital, growing operating cash flows, and flexibility from available undrawn debt facilities.
Finally, on behalf of the board, I'd like to acknowledge the significant efforts of our people and thank them for their contribution in helping Codan achieve our FY 2023 results, and to thank you all, our shareholders, for your continued support and investment in Codan, and wish you well for the remainder of the year. I'd like to now pass back to Graeme.
Thank you, Alf. That was great. So I'd now turn to the formal business of the meeting. And before moving on to the various motions, I'll ask Michael to briefly run through the voting procedure.
Thanks, Graeme. There's two options available to shareholders. Firstly, if you're here voting in person, shareholders were given a blue or a pink admission card when they registered for the meeting. The pink admission cards have been issued to joint shareholders, where one joint shareholder's already been issued with a blue card. For attendees who are voting in person, you're entitled to vote on a poll with all shareholders, representatives, and attorneys of shareholders and proxy holders who hold a blue attendee card. On the reverse of your blue attendee card is your voting paper and the instructions. Attached to a proxy holder's attendee cards is a summary of proxy votes, which details your voting instructions. By completing the voting paper, you are deemed to have voted in accordance with those instructions.
In respect of any open votes a proxy holder may be entitled to cast, you need to mark a box beside the motion to indicate how you wish to cast your open votes. Shareholders need to mark a box beside the motion to indicate how they wish to cast their votes. A Computershare representative will collect your completed voting paper at the appropriate time during the meeting. Please note that only persons who are shareholders or holders of a blue or pink card are entitled to address this meeting. The second option is for those people voting online today. For shareholders and proxy holders who are eligible to vote, select the Vote icon and all resolutions will be activated with voting options. To cast your vote, simply select one of those options. There's no need to hit a Submit or an Enter button.
The vote will automatically be recorded. You will receive a vote confirmation notification on your screen. Voting on all items of business will be by poll. You have the ability to change your vote up until the time the chair declares voting closed. Pass back to you, Graeme.
Thanks, Michael. So in addition to the voting procedures outlined by Michael, the notice of meeting provides details of the motions to be put to the meeting, and I will give shareholders the opportunity to ask questions and comment on each motion. As Chairman, I have received proxies from a number of shareholders, and I advise that all proxies given to me will be voted in favor of each resolution, as was outlined in the notice of meeting. So I now turn to the business agenda for the annual general meeting. The first item is to receive, consider, and discuss the company's financial statements and the report of the directors and auditor for the year ended 30 June 2023. We're not required to formally adopt these documents by way of a resolution of shareholders. However, I would be pleased to take comments or questions from shareholders on this item.
The notice of meeting invited shareholders to submit written questions to the auditor if the questions are relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit. I know that Codan's auditor, Mr. Chris Hollis of KPMG, is present and is also available to answer questions where and if appropriate. I can advise the meeting that we've not received any written questions for the auditor in advance of the meeting. This is, of course, the right time for shareholders to ask questions about this item of business, if any. We got a microphone? Thanks.
Yes, sir. Thank you. Yes, my question is addressed to Alf, and it is in relation to the company's financial performance. The decline in profit for FY 2023 has been attributed to the decline in Minelab and, in turn, the military coup in Sudan. Well, military coups in Africa are nothing new, are they? They're going on all the time. It's a concern to me that whilst the revenue, compared with FY 2022, was down only AUD 50 million, which is roughly 10%, why was the company's pre-tax profit down by over 30%? Can all of that be attributed to the African situation, or are there other factors at work? And in turn, what is the expectation for our financial performance for FY 2024? Will the situation in Africa continue to impact our financial performance? And, if not, what differences will exist?
Thank you for the question. There's. I'll break the question up because there's a few things in there. So I think, we need to go back a few steps. So pre-COVID, Minelab and Codan was traveling at a certain rate. During COVID, we had a significant uplift of gold detection sales into northern Africa. And that created a significant demand, obviously significant volume and significant profitability. I would suggest over those two years, when the profitability was at AUD 100 million, it was inflated, and that market dynamic was not gonna continue. The military coup, there's a lot of military coups in Africa. The military coup in Sudan has a lot of variables in it. Once that actually occurred, it shut down the goldfields, and we had no ability to sell product into the goldfields, number one.
Secondly, post-COVID, a lot of people moved out of artisanal mining. At the moment, the military coup then moved into a civil war. So Sudan, as we've made comment in our presentations, is still not a place we're selling product into. So we believe in FY 2024, and as in the back end of FY 2023, there'll be no sales into Sudan. However, in Northwest Africa, where is Burkina Faso, Mauritania, and those countries, we're back to a running rate pre-COVID. When we talk about gold detection, at the time, that would have been one of the most profitable parts of our organization, hence a significant impact to profitability. So just to wrap it up, the comms division has continued to perform well, and we believe it will continue to perform well.
All other elements of Minelab, being the Rest of the World, Countermine, and Northwest Africa, are performing in line with expectation. It's just Sudan. We don't see that coming back, and we're not planning for that. So I don't believe there'll be further disruption, you know, from what we see today. You know, Africa is a very dynamic place, and sales into Africa are hard to estimate. We don't believe there'll be further impact on sales. I hope that answers the question. Thank you.
Thanks, Alf. One other question over.
Right, Mr. Chairman. My name is Robert Kenrick. I'm a shareholder. During Alf's presentation, he addressed very briefly the issue of Zetron and Eagle. Now, Codan historically has been a manufacturing company dealing in hardware and obviously software that accompanies it. But I was a bit shocked to see the 100 control centers that you seem to have acquired with Eagle. As a result of my 50 years experience as an investor, I'm got a sort of a horror whenever I see an Australian company investing overseas, because there are some quite large, Bunnings, NAB, there are a number of large Australian corporates, much larger than Codan, who've invested overseas and got a bloody nose. So that's one big problem. You are 10.5 hours time zone difference from the U.K.
The other problem is that you're investing in, in these control centers, you're investing in a human resources type situation, a facility, services. And I've also noticed, that when engineering companies try to take over and run, human resources-type companies, like control rooms, they also end up having a problem, and I can give you examples of that, but I won't. How exactly do you intend to control the facilities in the U.K. from Adelaide, and what sort of experienced staff have you got for running control centers with large numbers of employees? Okay, thank you.
Okay, thanks. Thanks for that question. Again, there's a number of elements to that question, and we'll kind of break it up and I'll get a couple of the executives to address the specifics around what the Eagle acquisition is and what we mean by command and control room business. And I think we'll get that clarity, Scott, just, you know, you're going to get to kind of talk to that in a second. On the general point about an Australian company, Australian companies, and Codan, in particular, investing overseas, I actually think one of Codan's great successes is its, has been its ability to export technology and IP and distribute product internationally. The growth opportunities for our business are overseas. More than 90% of the revenues that Codan generates are generated outside of Australia.
That's where the growth opportunity is in First World, Northern Hemisphere markets in particular, and in particular for our radio communications business, the vast majority of those opportunities are outside of Australia. So that's the reason why we're investing capital, offshore. That's the first point, you know, the kind of growth. We see the growth opportunity, we see the returns opportunity from investing capital, owning and operating businesses internationally. The next part of your question is, well, you know, those, how do we ensure that we've got our arms around those businesses, and that we've got the right visibility, transparency, the right management team, frankly, in place, working with the corporate team and driving those businesses forward?
And I've got confidence that the executives that we've got in place, coupled with a lot of international travel by our corporate executives and our CEO, and including by our board, and regular contact with, and deep contact with the executives running those businesses, that we've got a good understanding of where we're at, what the opportunities are, where we should line up resources behind those businesses, and where we shouldn't invest. So that's how I can answer the general point. I think we've got a track record, and the point I made in my address around the acquisition economics that we've achieved to date on money that we've invested in the communication sector over the last 2 or 3 years. I think it's self-evident that we've created value for shareholders to this point.
But it's not a given that, you know, we'll continue to identify new opportunities to continue to expand that business. If and when we do, we'll give that the appropriate kind of risk, risk assessment, appropriate diligence, and make sure we've got the right leadership group driving those businesses forward. On the specific question around command and control, I might get our MD for the Zetron business to address, address that concern, which I think it's pretty straightforward to address.
Yeah, so I think there might have been a misperception. So when we acquired Eagle, what we acquired was a company that was delivering technology, services, and software to 100 control rooms within the UK. So we didn't actually acquire the control rooms.
Right.
Thank you.
Yeah, I think that's a keeper. We're not staffing and running and operating control rooms. I know I've got a personal experience of similar to your own, where, yeah, that's a tough place to be. Okay, one more.
Thank you. Thank you, Mr. Chairman. My name is Ray Miles, a shareholder and a member of the Team Invest Group in Australia, of which a number of our Adelaide representatives are here today. I'd just like to thank Alf for coming to our meeting in April and presenting to us. A couple of commendations, just to preface my question, sir. Thank you to the board. I think the new remuneration report you produced this year is, very good and a great step forward. I commend you on that, and also commend Alf on the way the leadership team's growing and the fact that you've been able to bring people through, the company rather than all external appointments, I think shows a sign of strength as well.
My question really to Alf, I think I asked it last year as well, is that I would like to see a few more metrics in, up in the top end of the report rather than down the bottom. In particular, about the, the way in which the percentage for each segment's developed and the, the return on capital that each segment generates. One has to go to notes on the accounts, page 92 of the annual report, to find enough data to be able to work that out yourself, and I think it'd help shareholders if some of that was a little bit higher up.
I'm just wondering also whether, with the growth of the two arms of communications, whether at some stage you see any interest in splitting that into two, so that, again, shareholders can see the relative performance of DTC and Zetron? Thank you.
You happy to take that, Alf? Yeah, Michael. Yep.
So yeah, from reporting the division separately, that is something that remains under review every year. At the moment, those two businesses are reported together because they are so similar in many of their characteristics. But it is a point that we look at each year. It's under review. No commitment that it will change, but it is always looked at by the board. We have started clearly reporting in all of our commentary now around the profitability of our different businesses. So it is a key metric that is looked at and commented on in all of our ASX announcements when we do release a financial result.
So while it is on page 92, it is in our commentary, and is constantly reviewed by the organization now. It's a key part of our communications to the market. Thank you for your comments.
Thanks, Ray. Okay, so there's no other questions, I don't think, on that point, so I think we'll move on.
I have an online question.
There's an online question on the financial statements. You want to read that out?
I'll read that out. So we have a question from a shareholder, Joshua Fushie: Why does the board continue to adhere to a 50% dividend payout policy when Codan's strategy is for a continued high growth in the foreseeable future? Would abandoning this strict payout policy not provide more flexible options to invest or return capital, such as through a share buyback in October 2022, when shares were trading around AUD 4 for several months?
Well, that's yep, a good question. Thanks, Joshua. I think the answer to that question is multidimensional. You know, firstly, I think capital allocation is under continuous review by the board. Second point is that dividends are a tax-effective way to provide a return or return of surplus cash or a capital return to shareholders because of the franking credit attached. A share buyback when the share price was at AUD 4 was considered and not pursued at that time. Mainly because if you kind of think back to the discussion that we just had around the Minelab African challenges, you know, and the uncertainties around at that time.
And the operating cash flow of the business at that time, we felt as a board, didn't provide us with sufficient flexibility, for a share buyback to be remotely meaningful. So we didn't proceed with that at that time. We do have a policy, and that policy is that we distribute 50% of the net profit after tax, approximately. And we acknowledge that dividend yield, dividend. That dividend yield is important, to a number of our investors. And if we were going to make a change to that dividend policy, we certainly would want to make sure that there's, you know, adequate notice and, you know, sufficient, transparency around that change for our shareholders.
If we were to have a growth opportunity, an acquisition opportunity that we intend to pursue, that requires us to rethink our dividend policy, then we'll clearly articulate and outline the changes to the capital markets and to our shareholders well in advance. And certainly, to date, I can say that our dividend policy has not prevented us in pursuing any acquisition opportunity that's been in front of us. But just to recap, you know, capital allocation is, you know, a key pillar. It's a key pillar in our strategy and one that we will continuously review. So that's the only question. So I think we'll now move on to the formal business. Resolution 1, which is the adoption of the remuneration report for the year ended 30 June 2023.
Section 250R(2) of the Corporations Act requires that the remuneration report be adopted at the general meeting. Please note that the vote on this resolution is advisory only and does not bind the directors or the company. Does any member wish to speak on the proposed resolution? And noting Ray's comments, positive observations on the changes that we've implemented previously. But if anybody does want to ask a question on the remuneration report, please raise your blue attendee card and announce yourself to the meeting.
Hi, Steve Mount's my name. I'm a ASA member, a Team Invest member, and a significant shareholder. I just wanted to quickly commend the board as well for the new remuneration structure, in particular, where you've moved the LTI earnings per share growth target from 2% to 8% before it kicks in. I think that's, you know, very nicely aligned with shareholders now and likely to lead to good results. And I also wanted to commend you on not using any discretion this year to pay out STI. I'm sure that was painful for Alf and the team, but again, it shows good alignment with your shareholders, given the year that we had. So I wanted to commend the board on both of those points. Thank you.
Yeah, appreciate those comments. Thank you. Are there any other questions, Michael, that have been-
No online questions at this stage, Graeme.
So there'll be no further questions or comments, and I move that the members consider, and if thought fit, pass Resolution 1 in the notice of meeting to adopt the remuneration report. Please note that the details of the proxy votes are shown on the overhead and online screen, and I'll now put the motion to vote as an ordinary resolution. You're invited to lodge your vote for Resolution 1. For those attendees voting in person, persons entitled to vote on the poll are all shareholders, representatives, and attorneys of shareholders and proxy holders who hold blue attendee cards. On the reverse side of your blue attendance card is your voting paper and instructions. Attached to the proxy holder's attendee cards is a summary of proxy votes, which details the voting instructions.
By completing the voting paper, you're deemed to have voted in accordance with the instructions. In respect of any open votes a proxy holder may be entitled to cast, you do need to mark a box beside each motion to indicate how you wish to cast your open votes. Shareholders need to mark a box beside each motion to indicate how, how you wish to cast your votes. Before placing the voting paper in one of the ballot boxes to be circulated by a Computershare representative prior to the close of the meeting, a voter must also print your name at the bottom of the voting paper and sign the voting paper. Virtual attendees, please select the Vote icon on your screen. To cast your vote, simply select one of the options. There's no need to press, submit, or enter. The vote is automatically recorded.
You'll receive a vote confirmation notification on your screen. You do, however, have the ability to change your vote up until I declare the voting closed. So moving to the next resolution, number 2, relates to my re-election as a director of the company, and it's not appropriate for me to remain in the chair while this matter is before the meeting. And so I'll ask Kathy Gramp to take over the chairmanship of the meeting for this resolution.
Thank you, Graeme, and good morning, ladies and gentlemen. This resolution is for the re-election of Graeme Barclay as a director of the company. Graeme was appointed to the board in February 2015 and became chairman in February 2023. He also became chair of the Remuneration and Nominations Committee at that time in February. Over the past 20 years, Graeme has held executive chairman or group CEO roles at BAI Communications, Transit Wireless, New York, Nextgen Networks, Metronode Data Centers, and Axicom Group, formerly Crown Castle Australia. For 8 years during the period, he was also executive director in Macquarie Group's infrastructure team.
In these roles, Graeme was responsible for all aspects of strategy, M&A, sales and business development, contract delivery, and operations, as well as implementing the appropriate capital structure and raising equity and third-party debt for these businesses in Australia, U.K., Hong Kong, Singapore, Canada, USA, and New Zealand. Over the past 20 years in these businesses, Graeme led and completed more than 20 acquisitions and divestment transactions, including the sale of Nextgen Networks to Vocus for AUD 820 million in 2016, and the sale of Metronode to Equinix for AUD 1.04 billion in 2018.
In his role as chairman of Uniti Group Limited, he led the company from a market capitalization of AUD 30 million at IPO in February 2019 to the successful divestment via a scheme of arrangement to a consortium of investors led by HRL Morrison and Brookfield Asset Management at an enterprise value of AUD 3.8 billion in August 2022. Included in his prior board appointments are Arqiva Limited. It's an institutionally owned UK telecommunications infrastructure group, chairman of the board and of the Audit and Risk Committee for Nextgen Networks, NED and member of the Audit and Risk Committee of Axicom Group, and Chairman of Uniti Group Limited. Graeme holds an honors economics degree, is a chartered accountant, a fellow of FINSIA, and a member of AICD. In accordance with Clause 9.3 of the company's constitution, Mr.
Barclay is required to retire, and being eligible, has offered himself for re-election at this Annual General Meeting. Accordingly, Resolution 2 provides for the re-election of Mr. Barclay as a director of the company. Does any member wish to speak or ask a question on the proposed resolution? Michael, are there any questions?
Nothing from me, Cathy.
Thank you. And then no verbal questions. There being no further questions or comments, I have great pleasure in moving that the members consider, and if thought fit, pass Resolution 2 in the notice of meeting to re-elect Graeme Barclay as director of the company. Please note that the details of the proxy votes are shown on the overhead and online screens. I will now put the motion to the vote as an ordinary resolution. You're invited to lodge your vote for Resolution 2. I will now hand back to Graeme.
Thanks, Cathy, and thanks, everyone, for your support. Resolution 3 is the election of Sarah Adam-Gedge as a director of the company, and Sarah was appointed non-executive director, effective 1 February 2023, under Clause 9.8 of the company's constitution to fill a casual vacancy. I think we heard directly from Sarah in relation to her credentials and experience. Significant expertise in digital and technology businesses with an executive background, including 12 years at IBM Global Business Services, 8 years as CEO of Avanade Australia, Publicis Sapient Australia, and Wipro Limited, Australia and New Zealand. I'm not gonna repeat all of the credentials that Sarah outlined in her own presentation earlier.
In accordance with Clause 9.8 of the company's constitution and ASX Listing Rule 14.4, a director appointed at any time, except during a general meeting, automatically retires at the next annual general meeting, which is today, and is eligible for election at the annual general meeting. Sarah is therefore required to retire and, being eligible, has offered herself for election at this general meeting. I'll open it up for questions, but before I sort of take any questions from the floor, I will flag that there was a question submitted in relation to Sarah and her commitment to a number of other directorships, as kind of Sarah outlined. The question was one of, you know, Sarah's capacity to contribute effectively as a Codan director.
And I'll sort of respond to that, upfront. We take the ability of directors to contribute fully in their role as directors very seriously. We and I personally, as Chairman of the Codan board, have reviewed in detail the number of boards that Sarah is on, and we and I are comfortable that Sarah has the capacity and has demonstrated the capacity to provide the requisite time, you know, focus and diligence for her responsibilities as a director of Codan. Indeed, I was approached in advance of Sarah accepting any additional board roles, and as part of that approval process, thought very carefully indeed about Sarah's obligations and commitments and measured those against the requirements that we have for her to contribute as a Codan director.
We also considered the ISS guidelines on overboarding, which stipulates a maximum of five ASX 300 directorships. In fact, Sarah is on four ASX boards, only two of which are ASX 300 companies. My experience and the board's experience to date is that Sarah is a diligent and capable board member with the capacity to meet her obligations to the Codan board, and we have no hesitation in recommending that shareholders vote in favor of Sarah's election. Does any member wish to speak or ask a question on this proposed resolution? So just one from the floor. That nothing, nothing online?
Congratulations on your election, first of all, Graeme. I appreciate the comprehensive thoughts of the board there. This question really is for both Sarah and Heith as the next resolution. With the significant number of positions that you both have, I'd appreciate if you could give shareholders maybe a sense of comfort or confidence around what you really see as the core responsibilities in your NED roles, beyond attending board meetings and reading board papers. What are the things that you regularly do in your other listed positions? Obviously, we're being asked to support your election and support the fees that we're paying you, and I think it's reasonable that shareholders get great value for money. So you both have fantastic experience and backgrounds, and I'm sure you bring a lot of talent and knowledge to the board.
There's no question in my mind about those points. It's really just about how you're going to manage those workloads when the next COVID or the next cyberattack hits, and how you'll be able to manage that at Codan.
You happy to answer that directly, or do you want me to...? Yeah. Yep.
Thank you for your question. Is this on? Thank you for your question. So, there's probably two aspects I'd like to draw attention to. One of them is actually the requirement as a Codan director, how we think about that role, and then secondly, the thinking that happens outside the boardroom, if I can call it that. So naturally, there's a fiduciary responsibility to be across the operations of the business, the strategy, and the engagement. For me, that happens in kind of three levels. One of them is around the kind of board and committee engagement. The second is outside of that, engagement with fellow directors, the chair, and the management team, primarily Alf, in this case.
Then thirdly is, as evidenced, and Graeme references in his Chair's remarks, the ability to actually go outside of the head office, if you like, and go and actually visit operations, which the board did in May of this year, as we went to Redmond and just out of Seattle. So that would be the first aspect, which is, you know, going deeper outside of board and committee meetings. I think the second one, though, is staying abreast and always thinking about the business. There are a lot, whether it's in a governance sense, whether it's around kind of technology capabilities, the role of AI, cyber risk, the likes of that. There are a lot of... To stay as a contemporary director, you need to be across those activities.
Sometimes that comes from your other boards, sometimes that comes from your kind of self-educational requirement, and that continuous learning, as a company, as a professional company director, to understand the issues at play and what that means for the organization at large. So certainly, you know, I've provided some kind of generalistic aspects, but that's actually how I think about it, if that helps. Maybe Sarah?
It's hard to add much to that, Heith. Very grateful you went first. But what I would add to that is, I think, you know, it's a professional responsibility to have a look at not only your capacity, but also where you spend the time that you're actually not in formal meetings and how you use that time. When I think of the involvement in different boards, I think that can be enormously accretive in terms of understanding the issues of the day, whether it's cyber, that's relevant to all businesses, not just Codan and Touchwood, not for Codan.
So I think that's very relevant and also, being a member of the appropriate professional organizations, that could be AICD, it could be chartered accountants, it could be something else, and participating actively in those and bringing learnings from those aspects. I mean, I certainly personally see the role of a non-exec director as a professional career. It's not a hobby. This is what I do, and I also think it's important to not only look at, as Heith said, the meetings themselves, the discretionary time you spend with management, or it could be, you know, visiting a particular operation.
And then when you look at that across your different companies that you're involved in, the remaining capacity that you have, should an issue arise, which could at any point in time, and being able to attend to that on a timely basis. So hopefully that's helpful.
Okay. Thanks, Sarah. Thanks, Heith. So I think it's the appropriate time to lodge your vote in relation to resolution number three. No further questions or comments. I have great pleasure in moving that the members consider, and if thought fit, pass resolution three in the course of the meeting to elect Sarah Adam-Gedge as a director of the company. So you're invited to lodge a vote for resolution three. Resolution four is the election of Heith as a director of the company. Heith was appointed as a non-executive director of the company, effective 1 March 2023, and under Clause 9.8 of the company's constitution to fill a casual vacancy.
And as with Sarah, you know, under the company's constitution and ASX listing rule, a director appointed at any time, except during the general meeting with shareholder approval, automatically retires at the next annual general meeting and offers themselves for election, with shareholders voting on that resolution at that time. So Heith is therefore required to retire and being eligible, has offered himself for election at this general meeting. We've heard from Heith directly, in relation to his relevant experience and expertise. He has the full support of the Codan board, who unanimously support his election. We've had one question, sort of in combination he's responded to. I will open up the resolution to any other questions on this resolution ahead of the voting. Nothing online, Michael?
There being no further questions or comments, I have great pleasure in moving that the members consider, and if thought fit, pass Resolution 4 in the notice of meeting to re-elect Heith as a director of the company. Please note the details of the proxy votes are shown on the overhead and online screen, and I now put the motion to vote as an ordinary resolution. You're invited to lodge your vote for resolution number 4. Moving to resolution number 5, which is to approve the issue of performance rights to Alf as Managing Director and CEO of the company for his short-term incentive. The performance rights plan is designed to focus the CEO and executives on the creation of sustainable shareholder value. Further details in relation to the plan rules and the performance were set out in the explanatory memorandum.
And before opening it up for questions, I just do want to clarify that in relation to Alf's short-term incentive plan, which has in the past been paid as cash, and typically in other companies, the short-term plan is paid as cash. We've restructured Alf's incentive package this year, and a minimum proportion of the STI incentive will be paid in equity. That's a minimum of 50%, and Alf has the ability to elect to take the other 50% as either cash or equity. So consistent with the philosophy that I talked about, we're kind of shifting, you know, Alf's remuneration to being more equity-based and therefore more aligned with shareholders. This resolution is part of that, is part of that. The resolution is actually for 100% of the STI being awarded as rights.
If Alf elects to take any of his short-term incentive between 0% and 50% as cash, then clearly those rights will be forfeited. But we're structuring it in a way that provides the flexibility to pay 100% of this award, subject to performance conditions in equity. Does any member wish to speak on the proposed resolution? If you do, please raise your blue or pink attendee card. Any verbal questions on this? Okay, so I will move that the members consider, and if thought fit, pass resolution 5 on the notice of meeting in respect of approving the grant of performance rights to, to Alf for his short-term incentive. Please note the details of the proxy votes are shown on the overhead screen, and I put the motion as a vote, as an ordinary resolution, and you're invited to lodge your vote for resolution 5.
Resolution 6 is to approve the issue of performance rights to Alf, as CEO of the company, for his long-term incentive, and the performance rights plan, which has been considerably revamped, for the FY 2024 year and beyond. As set out, and briefly been mentioned with a couple of comments from the floor, in the prior points, it provides an incentive to maximize the return to shareholders over the long term, and it provides a mechanism to assist with the attraction and retention of our key executives. Does any member wish to speak to the proposed resolution? Anything online? Nothing online. Okay, there being no questions, I now move that the members consider, and if thought fit, pass resolution 6 in the notice of meeting in respect of approving the grant of performance rights to Alf for his long-term incentive.
Please note that the details of the proxy votes are shown on the overhead screen, and the online screen, and I put the motion as a vote, as an ordinary resolution, and you're invited to lodge your vote for resolution six. So that concludes all the resolutions to be voted on today. Shortly, I will close the online voting system, so please ensure that you have cast your vote in relation to all six resolutions. If you're voting using the online platform, I remind you that you do have the ability to change your vote up until the time that I declare that voting has closed.
For those completing a ballot paper at the meeting, before placing the voting paper in one of the ballot boxes, please indicate the manner in which the votes are to be cast, by placing a mark in a box beside each motion. Print your name at the bottom of the voting paper and sign the voting paper. If you have any difficulty completing your voting paper, please indicate by raising your hand and a registry staff member can assist you. That's the ballot boxes appearing at the appropriate time. So there's two or three ballot boxes in the room. Can I give you this one? Thank you. Shareholders are reminded that your board recommends that you vote for all resolution. Thank you. For persons voting with a blue attendee card, please lodge it in a ballot box to ensure that your votes do get counted.
I'll pause for a minute just to provide time for those online to finalize their votes and for people in the room to lodge their votes in the ballot, various ballot boxes. Does anybody need any more time, kind of, here in the room? Okay. Everybody okay? Okay. So I'll now declare the poll closed and formally charge Mr. Bolling as Returning Officer to count the votes. After the votes have been counted, the results of today's poll will be released to the ASX and will be displayed on the company's website. So, ladies and gentlemen, there's no further business to be considered at this meeting, and that therefore concludes the formal business of Codan's Annual General Meeting.
I now declare the meeting closed, but invite you to stay for refreshments and an opportunity to meet the board and members of our executive team. I thank you for coming today, for attending the AGM, and also for your support as shareholders of our company. Thank you very much. Thank you.