Deterra Royalties Limited (ASX:DRR)
Australia flag Australia · Delayed Price · Currency is AUD
4.380
+0.050 (1.15%)
May 8, 2026, 4:10 PM AEST
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AGM 2022

Nov 3, 2022

Jennifer Seabrook
Chair, Deterra Royalties

Good morning, ladies and gentlemen. I welcome you to the 2022 Annual General Meeting of Deterra Royalties. My name is Jennifer Seabrook, the chair of Deterra Royalties. Our Annual General Meeting is being delivered from the traditional lands of the Whadjuk people of the Noongar nation, and I would like to acknowledge them as the traditional custodians and pay our respects to their elders, both past and present. We wish to acknowledge and respect their continuing culture and the contribution they make to the life of this city and this region. I note a quorum is present, and I declare the meeting open. With me here today is our Managing Director and Chief Executive Officer, Julian Andrews. Non-executive directors Adele Stratton, Dr. Joanne Warner and Graeme Devlin, and General Counsel and Company Secretary, Bronwyn Kerr.

Brendan Ryan, our Chief Financial Officer and Joint Company Secretary, is attending the meeting virtually due to travel commitments. Also in attendance at today's meeting are representatives of our auditor, PricewaterhouseCoopers, our share registry, Computershare, and our legal advisors, King & Wood Mallesons. The meeting will proceed as follows. I will provide some information in relation to today's meeting, after which we will move to the formal business of the meeting, commencing with an address by myself and then by Julian Andrews. After Julian's address, we will proceed with the formal items of business as set out in the notice of meeting. Firstly, I would like to run through some housekeeping. In an emergency, please follow any instructions given to you by the hotel staff. For the benefit of all attending the meeting, I ask that you please turn off your mobile phone or switch it to silent now.

This meeting is being conducted as a hybrid meeting. All online attendees can watch and listen to a live webcast of the meeting. In addition, shareholders and proxyholders can ask questions either verbally or in writing and submit their votes online. The company released the notice of meeting for today's meeting on the thirteenth of September 2022, which includes the live webcast details. These outline how shareholders can participate in today's meeting, including instructions on voting and asking questions. The notice of meeting can be viewed on the ASX and Deterra websites, as well as on the Computershare website. There is a Computershare online meeting guide attached to the notice of meeting. Voting today will be conducted by a poll on all items of business.

Persons attending in person who are entitled to vote will be given poll papers to complete, and those attending online can vote via the online facility. For those in attendance, the persons entitled to vote on the poll are all shareholders, representatives, and attorneys of shareholders and proxyholders who hold green admission cards. On the reverse of your green admission card is your voting paper and instructions. Proxyholders have attached to their admission card a summary of proxy votes which details the 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 proxyholder 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 also need to mark a box beside the motion to indicate how you wish to cast your votes. After the final resolution, Computershare will collect all green voting cards. Online attendees can submit written questions at any time. To ask a question, select the Q&A icon at the top right of the Computershare platform and follow the prompts. Please note that your questions may be moderated, and if we receive multiple questions on the one topic, then they may be amalgamated together. For those online shareholders who wish to ask a verbal question, an audio question facility is available during this meeting. To use this service, please follow the instructions under the heading Asking Verbal Questions. Finally, due to time constraints, we may not get to answer all of your questions.

If this happens, we will answer them in due course via email or by posting responses on our website. If you are participating in this meeting online and are eligible to vote, please select the Vote icon at the top right of the Computershare platform. To cast your vote, simply select For, Against, or Abstain for the relevant resolution, and it will acknowledge your vote. You can cast and change your vote on all resolutions up until the time I declare voting closed. I now declare voting open on all items of business. If you experience any difficulties during the meeting, including any issues submitting written questions or using the audio question facility, please refer to the Computershare online meeting guide attached to the notice of meeting. There may be a slight audio delay with the Computershare meeting platform.

We will pause at appropriate junctures to enable any questions to be put to the meeting and for voting to occur. The number of proxy votes received will be displayed on the screen in relation to each resolution. Please note that a number of open proxies have been received for the chair's discretion, and I will be directing these open proxies in favor of each resolution. As the results of the poll will not be available before the meeting closes, they will be released to the ASX and made available on our website later today. Rod Somes from Computershare has agreed to be the returning officer. The formal business will now commence with my address. Deterra has now been listed for two years under the consistent guidance of its board and management team.

We have stayed true to our promises at the outset of returning value to our shareholders and seeking to grow the business in a patient and disciplined way. As far as returning value to shareholders, the company produced excellent financial results in fiscal year 2022, with record revenues and earnings due to the very strong performance of the Mining Area C royalty. The Board was pleased to be able to declare record dividends for the year of AUD 0.3376 per share, fully franked, up from AUD 0.1377 per share in 2021. From a governance perspective, we have continued to refine our board operations with the benefit of the experience of our first couple of years. During the year, we had an external evaluation of our performance and reviewed our structures, processes, and director skill sets.

We also made a change to our committee leadership, appointing Graeme Devlin as the independent chair of the Nomination and Governance Committee. This has resulted in a separation of my role as chair of the board from the chair of this important committee. Looking to the external environment, the past year saw considerable change. In particular, we saw increasing uncertainty around the broader economic outlook, which, combined with significant geopolitical uncertainty, has been reflected in higher inflation, increased volatility in energy pricing, and reduced risk appetite in capital markets. We are not immune to these threats and remain particularly focused on the geopolitical threats in our region. Notwithstanding the challenges that these factors will bring to us and many others, we believe will also provide many opportunities and that our business model is particularly well suited to these conditions.

Our top-line cash flow revenue-based royalties provide protection against cost inflation with no direct exposure to our projects' operating or capital costs. As for new opportunities for the company, miners and developers in our region, in particular, are now starting to look beyond traditional debt and equity markets for additional sources of funding for the new projects and expansions that will be needed to meet future demand. We continue to increase our exposure to the flow of these opportunities with the aim of pursuing those which are best suited to our business and those of the miners and developers. This requires engagement with many CFOs and executive teams, especially in our region, about the use of royalties and streams alongside traditional funding sources. I note the interest shown by some shareholders about the time it is taking to capture these growth opportunities.

Your board is confident your patience will be rewarded when we are able to capture those opportunities on terms which create shareholder value. We are ensuring we have the skills at the board and in the executive team to execute on these in a prudent manner. I look forward to the support of our shareholders as the company continues to grow and evolve. I will now hand over to our Managing Director and CEO, Julian Andrews.

Julian Andrews
Managing Director and CEO, Deterra Royalties

Thank you, Jenny. In reviewing FY 2022, it is clear that it was a year of organic growth for the company. Revenue of AUD 265 million, including a one-off AUD 46 million capacity payment, was up 83% on the prior comparable period on the strength of the performance of our core asset, the royalty we hold over BHP's Mining Area C, or MAC. Operationally, MAC had an outstanding year, producing 111 million wet metric tonnes, an increase of 80% on the prior year as the South Flank expansion continued its ramp up. BHP is to be commended on its impressive execution of this $3.6 billion capital project, which will grow Mining Area C into the world's largest iron ore operation.

The nature of our business model and its ability to support high margins with its low and scalable fixed cost structure is illustrated in the AUD 257 million of EBITDA and AUD 178 million net profit after tax we reported for the year. 100% of which was passed on to shareholders as fully franked dividends. Inorganic growth is also a very important part of the business model, and from the time of our listing two years ago, we have spoken consistently about the opportunity we see to create value through expanding our portfolio of royalty assets.

There is still significant organic growth potential remaining in our current portfolio, and in this regard, I note South Flank is on track to reach full capacity by mid-2024, bringing total Mining Area C capacity to 145 million wet metric tonnes per year. However, clearly, acquiring new value accretive assets is key to delivering on this goal. This remains a core focus of the team, and although no new investments were made in FY 2022, we have a meaningful pipeline of opportunities and remain very active in this space. Our focus remains on commodities where we believe we can compete effectively. In particular, bulk commodities such as iron ore and fertilizers and base metals, including copper and nickel, in geographies with well-defined mining infrastructures and legal frameworks, primarily Australia and the Americas. We are also seeing an increasing number of opportunities in the battery metal space.

Many of the opportunities we reviewed in FY 2022 involved the sale of existing royalties as holders look to monetize assets held in broader portfolios. We have seen a steady flow of these secondary processes. However, more recently, capital markets are shifting in a direction that we believe will create more opportunities to write new primary royalties and streams. As debt becomes more expensive and equity less available, we expect miners and developers will need to look beyond these traditional capital sources for funding. Consistent with this, we are seeing a greater proportion of primary opportunities. We have made significant progress in positioning the company to act on these various value accretive investments as they are identified.

Specifically, in February this year, we announced that we'd put in place AUD 350 million of bilateral facilities on terms that both extended the tenor and reduced our overall margin. This additional liquidity is an important element of our growth strategy as it provides us with the ability to act on investment opportunities quickly and when other sources of capital may be less available to counterparties. We have also strengthened our internal resources, adding technical, analytical, and accounting support to our core executive team. We now have nine team members and excellent links into advisory support where required to optimize our fixed overhead costs and provide us with the flexibility to review growth opportunities as required. I'm also pleased with the progress we have made on our ESG framework in FY 2022.

Having conducted a materiality assessment, which is an important step in framing our ESG governance and reporting going forward, implemented and refined our ESG investment policy, and reported on our direct emissions and met our net zero commitment for the year. In closing, FY 2022 was a year of substantial organic growth for the business that has driven significant increases in revenue, earnings, and dividends. I look forward to capturing the opportunities FY 2023 will bring for the benefit of our shareholders with the assistance of our team, including our board members. With that, I will hand back to Jenny.

Jennifer Seabrook
Chair, Deterra Royalties

Thanks, Julian. Are there any questions on Julian's address or my own which shareholders would like to ask at this time? Noting that questions which specifically relate to resolutions being considered later in the meeting will be deferred to that time. When shareholders have a question, could you please state your name and if relevant, the organization you represent. Are there any questions? I'll proceed. The first item of business listed in the notice of meeting is to receive and consider the company's financial statements for the year ended the 30th of June 2022, together with the declaration of the directors, the directors' report, the remuneration report, and the auditor's report. In accordance with the Corporations Act, there is no vote on this item. This item of business provides shareholders with the opportunity to ask questions about the reports, audit, and management of the company.

Ian Campbell, sitting here, a Partner of PricewaterhouseCoopers, is available to answer any questions relevant to the conduct of the audit and the preparation and the content of the auditor's report. Are there any questions on this item of business?

Bronwyn Kerr
General Counsel and Company Secretary, Deterra Royalties

We've got one online question, Jenny, which is a more general one about given Deterra's business model, how we're justifying the level of salaries and director fees that are paid to senior executives and directors. This question is from Mr. Carl Bowden.

Jennifer Seabrook
Chair, Deterra Royalties

Deterra is capitalized over AUD 2 billion. Our mandate is to manage the assets that we have. Our primary asset is Mining Area C royalty, and that's undergoing its own growth, and shareholders have received the benefit of that, and that's where shareholder value is being received. The second component of our strategy is to grow our portfolio of assets, and through that growth, to achieve a higher rating in the market as a result of that growth. We have focused over the first two years in getting our team together, getting our processes in place, and now we're seeing a good flow of opportunities to us. To achieve that, we need the right caliber of board members and the right caliber of team members in our management. For that, we need to compete in the market to get those skills.

That's the reason we're paying the people that we're paying what we are.

Bronwyn Kerr
General Counsel and Company Secretary, Deterra Royalties

Thanks, Jenny. There's no more questions online.

Jennifer Seabrook
Chair, Deterra Royalties

If there are no more questions, I will now proceed to the resolutions of the notice of meeting for shareholder consideration. I refer you to resolution 1 in the notice of meeting, which relates to the adoption of the remuneration report. The proxy votes received on this resolution are displayed on the screen. The resolution is that for the purposes of Section 250R(2) of the Corporations Act, and for all other purposes, approval is given for the adoption of the remuneration report as contained in the company's report for the financial year ended thirtieth of June 2022. This resolution is advisory only and does not bind the company or the directors of the company. Nevertheless, we will take into account the outcome of the vote and any questions raised in considering our remuneration framework in future years.

The voting prohibition statement applicable to this resolution is set out in the notice of meeting and is displayed on the screen. I now invite shareholders to comment on or ask any questions they may have on resolution one, and Bronwyn will let me know if there are any online questions. Firstly, are there any questions from shareholders in attendance on this resolution? Bronwyn, any online questions?

Bronwyn Kerr
General Counsel and Company Secretary, Deterra Royalties

No questions online.

Jennifer Seabrook
Chair, Deterra Royalties

If there are no questions, I put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. I refer you now to resolution two in the notice of meeting, which relates to the re-election of Graeme Devlin. Details of Graeme's qualification and experience are set out in the notice of meeting and the 2022 Deterra Royalties Annual Report. Graeme will now address the meeting.

Graeme Devlin
Non-Executive Director, Deterra Royalties

Thanks, Jenny, and good morning, everyone. My name's Graeme Devlin, and I appreciate the time you're taking to hear from me this morning. By way of background, I joined the board of Deterra in October 2020, at the time that Deterra was demerged from Iluka. I'm currently chair of the Audit and Risk Committee and more recently of the Nomination and Governance Committee. My executive background was over three decades, and I've worked in areas including systems, finance, investment evaluation, commercial negotiation, business development, operations, and mergers and acquisitions. I work with companies including CRA, RTZ, Rio Tinto, Coal & Allied, and more recently, BHP, where my last executive role there was as the Global Head of Mergers and Acquisitions.

My background academically, I have a bachelor's degree in applied science from Monash University and a master's degree in business administration from University of Melbourne, and I'm a graduate of the Australian Institute of Company Directors. So I support, I thank you for your support today. If re-elected, I look forward to continuing to support the success of Deterra in the future. Thank you.

Jennifer Seabrook
Chair, Deterra Royalties

The proxy votes received on this resolution are displayed on the screen. The resolution is that for the purposes of Clause 8.1(f) of the Constitution, ASX Listing Rule 14.5, and for all other purposes, Graeme Devlin, a director, retires by rotation, and being eligible, is re-elected as a director. I now invite shareholders to comment on or ask any questions they might have on resolution two, and Bronwyn will let me know if there are any online questions. If there are no questions, I will put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. I refer now to resolution three in the notice of meeting, which relates to the re-election of Dr. Joanne Warner.

Details of Joanne's qualifications and experience are set out in the notice of meeting and the 2022 Deterra Annual Report. Joanne will now address the meeting.

Joanne Warner
Non-Executive Director, Deterra Royalties

Thank you, Jenny, and good morning, everyone. Thank you for coming to the meeting. I really appreciate this opportunity to talk to you today. Like Graeme, I joined Deterra at the time of the demerger from Iluka, and I'm currently the chair of the People and Performance Committee. Today, I'm seeking re-election as an independent director of Deterra. By background, I have more than 25 years’ experience in mining investment and led the largest resources team in Australia in fund management for the last eight years of my career as a portfolio manager. During that time, I've made more than 450 visits to mines and operations in over 30 countries. Certainly looked at a lot more investment opportunities than that, but those were the ones that made it through to a personal visit.

I'm also an independent director of a Toronto-listed copper miner, First Quantum Minerals, and where I'm a member of the Environment, Health and Safety and Community Social Responsibility Committee, and I'm also a member of the Human Resources Committee. My qualifications are, I have a bachelor's degree in applied chemistry from the University of Technology, and I have a DPhil or PhD from the University of Oxford. I'm also a member of the Australian Institute of Company Directors. I thank you for your support, and if re-elected as an independent, non-executive director today, I look forward to continuing to contribute towards the success of Deterra.

Jennifer Seabrook
Chair, Deterra Royalties

Thanks, Joey. The proxy votes received on this resolution are displayed on the screen. The resolution is that for the purposes of Clause 8.1(f) of the Constitution, ASX Listing Rule 14.5, and for all other purposes, Dr. Joanne Warner, a director, retires by rotation and being eligible, is re-elected as a director. I now invite shareholders to comment on or ask any questions they may have on resolution three, and Bronwyn will let me know of any online questions.

Bronwyn Kerr
General Counsel and Company Secretary, Deterra Royalties

No online questions.

Jennifer Seabrook
Chair, Deterra Royalties

If there are no questions, I will put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. I will now move to the next item of business. I refer you to resolution 4 in the notice of meeting, which relates to the grant of securities to the Managing Director and Chief Executive Officer. This resolution asks shareholders to approve the grant of share rights and performance rights to the Managing Director and Chief Executive Officer, Mr. Julian Andrews, under the company's Equity Incentive Plan on the terms summarized in the notice of meeting. The Board has not recommended any significant changes to the remuneration structure for Mr. Andrews for the 2023 financial year. This included no changes to the structure of the short-term incentives or long-term incentives proposed to be offered to Mr. Andrews for FY 2023.

Details of the material terms of the short-term incentives or long-term incentives proposed to be offered to Mr. Andrews are set out in the notice of meeting, including in Schedules 1 and 2 of the explanatory statement. Mr. Andrews's maximum short-term incentive opportunity will be equal to 40% of his total fixed remuneration. One-third of the short-term incentive is deliverable in cash, and the remaining 2/3 is deliverable in share rights that are capable of vesting into shares, subject to satisfaction of retention periods. The number of share rights proposed to be granted to Mr. Andrews cannot be determined at this time, but will be assessed against the scorecard at the end of the 2023 performance period and calculated in accordance with the formula set out in Schedule 1 of the explanatory statement.

Mr. Andrews's maximum long-term incentive opportunity will be equal to 100% of his total fixed remuneration. In accordance with the formula set out in Schedule 2 of the explanatory statement, we are proposing to grant 198,645 performance rights to Mr. Andrews. As with last year, there are two equally weighted market conditions based on, firstly, relative total shareholder return, and secondly, relative share price growth performance. Details relating to assessment of these conditions are set out in Schedule 2 of the explanatory statement.

The proxy votes received on this resolution are displayed on the screen. The resolution is that approval be given for the purposes of ASX Listing Rule 10.14, and for all other purposes for the grant of FY 2023 deferred short-term incentive share rights and FY 2023 long-term incentive performance rights to the Managing Director and Chief Executive Officer, Mr. Julian Andrews, under the company's Equity Incentive Plan, including the issue or transfer of shares on the vesting and exercise of those short-term incentive share rights and long-term incentive performance rights on the terms detailed in the explanatory statement accompanying this notice of meeting. The voting exclusion and prohibition statements applicable to this resolution are set out in the notice of meeting and are displayed on the screen.

I now invite shareholders to comment on or ask any questions they may have on resolution four, and Bronwyn will let me know if there are any online questions. Are there any questions from the floor? Any questions online? No. If there are no questions, I put the resolution to the meeting. If you haven't done so already, please now cast your vote on this item. Ladies and gentlemen, that concludes all the resolutions to be put to the meeting. I ask that all shareholders complete their voting before I close the poll. [audio distortion] . Thank you. I now take it that all shareholders have voted and declare the poll closed. For those in attendance, Computershare representatives have now walked around the room and have collected the green voting cards. Should you require any other assistance, please raise your hand.

Computershare will now proceed with the counting of the poll and collating results. Details of the results of the meeting will be released on Deterra's website and on the ASX company announcement platform later today. I would like to thank you all for your attendance today and participation in the meeting. As that concludes the business for today's general meeting, I declare the meeting closed. For those who are in attendance in Perth, I invite you to join us for refreshments. Thank you.

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