Okay. Good afternoon, ladies and gentlemen, and welcome to the 2024 Annual General Meeting of Fleetwood Limited. Does that sound okay? There's a bit of echo up here. Okay. Back there is the sound. Okay. Okay. My name is John Klepec and I'm the Chair of Fleetwood Limited. Once again, we have taken the hybrid approach for this year's AGM with those here present in the Rydges and also the audience that joins us online.
We should just start with acknowledging the traditional custodians of the land, the Gadigal people on which we meet today, and pay respects to elders past and present. So we have a quorum. I declare the meeting formally open. We've got a bit of background party noise there. They should be in here with me today.
Starting on our left-hand side, Adrian Parker, who also looks after our Diversity and Nominations Committee or Nominations and Diversity Committee, Martin Munro, who looks after our Risk Assurance Chair of that committee. And then on the right-hand side here, Jeff Dowling, our audit head.
Audit Committee head, Mark Southey, who looks after our Remuneration Committee, Bruce Nicholson, which you all know, our MD and CEO. And new to the team on my right, right here is welcome her to the Fleetwood team is Samantha Thomas, who's our new General Counsel and Company Secretary. So any formal matters, please address it to Sam. We've done all that. Okay. I think that's it for me. I just go, there's no slides for mine, so you can focus on me, I suppose.
The past financial year, FY24, has been one of mixed performance across our three businesses, each navigating through different cycles. As I mentioned in the letter to shareholders in our annual report, as we look forward to FY25, we anticipate a strong overall outlook for Fleetwood.
And with two of our businesses in particular going through an upcycle being the Communities and Building Solutions business. But Bruce will expand on that more when he speaks in detail about that going forward. So, focusing on FY24, I'm pleased to report a significant improvement in our financial performance this year, particularly with the Building Solutions business returning to profitability.
This is a noteworthy achievement and while we recognize there is still a lot of work to do, we are committed to building on this foundation and enhancing our financial returns for you, our shareholders. In a nutshell, they are not sufficient as they are now in the Building Solutions and it's every intention to make them sufficient in Community Solutions.
The lower demand from Searipple Village in Karratha carried over from the previous financial year into the first half of FY24. However, in the second half we saw an uplift due to the Rio contract, new improved numbers coming through and an overall increased demand in the Searipple surrounding market of Karratha. We have also seen the benefits of increased rents at the Osprey Village which we operate in Port Hedland.
This upward trend has continued in our Searipple Village where as you would know from our recent announcements etc, where current contracted base occupancy FY25 has increased to 72% following the signing of the Perdaman take or pay contract several weeks ago and they've put their first people into the camp just last week.
Extra note which is not in the thing that 72% is the average for the year so there are times where it goes above that and times where in the beginning of the financial, this financial year it's been below that. So just bear that in mind. Not 72% is the top, it's the average for the whole entire financial year. The management team remains dedicated to maximizing utilization of Searipple Village.
Ideally we want it to be full house 100% over the course of the strong demand cycle which is expected to continue for the next two years. Turning to Building Solutions, we operate in a market anchored by significant government contracts which are growing with the introduction of compulsory kindergartens across several states, mainly in the East Coast of Australia.
The second half of the year saw the impact of project delays and deferrals as government spending was reassessed and this impacted our second half operational results. The housing sector where we are increasing our presence, saw a breakthrough as we entered the new financial year with demand for affordable housing driven by government initiatives across Australia.
Notably for us, the Queensland's government commitment to deliver 600 modular homes in the next two years highlighted this trend and delivered Fleetwood's first large contract for 60 homes in this particular sector.
With the recent announcement regarding the release of the HAFF, the Housing Australia Future Fund, we remain confident that this is a segment where Fleetwood is well placed to grow and expand. We are proud to be recognized as a leader in modular construction serving various sectors including education, custodial, key worker lifestyle villages and affordable housing.
The acceptance of modular construction continues to grow and as Australia's largest modular manufacturer we are well positioned to capitalize on this momentum. As we had stated previously, Fleetwood has existing capacity to supply over 1,000 homes into the East Coast of Australia to significantly impact on the severe housing shortage that we hear about every day of the week in the press. Our Build, Transform and Grow strategy remains our overall guiding strategy in the Building Solutions operations.
That business is now in a transition phase where we were 100% mainly focused on the build into more of a balance between building and transforming that business and we are also lifting the eyes to look at how we grow that business into the future. That has enabled us to continue to deliver improved earnings on the back of our own experience and key learnings from both Australia as well as the more mature overseas markets as we continue on the growth phase.
As I mentioned, we haven't been in the position before where we could spend significant amount of time on that growth phase, but in particular it's part of Bruce's mandate in the immediate term is to how do we grow this business into the future as the cycles come off on the Searipple business?
Our goal is to evolve our operations, industrializing the modular construction process without incurring high capital costs or risks. As we do that, following three very strong years we faced a downturn in our RV Solutions business, impacted by cost of living pressures that has affected discretionary consumer spending.
While the short term outlook remains subdued, we remain optimistic about the medium term recovery. Supported by the substantial fleet of caravans currently in service across Australia, RV Solutions is well positioned to meet the needs of the OEMs and the aftermarket demand when that market rebounds. That business in particular served us very well coming out of COVID when the Building Solutions business wasn't performing. The benefit of having three operations is when one drops off, the other has managed to compensate.
Although RV Solutions has dropped down and it's been replaced by Building Solutions, it has been an operation that has served us very well in the last four years. Now I'd like to take a moment to commend our dedicated Fleetwood team of over 650 employees for their hard work and commitment over the past year.
Their efforts have driven progress against our strategic goals and improved our financial and safety outcomes. Particularly on the second one, the safety outcomes in the Building Solutions business, the averages there have, thanks to hard work by Andrew here in the audience, considerably improved where we're now in a position where we can hold our heads up that we have a safe operation.
Lastly, I extend my heartfelt thanks to you, our shareholders, for your continued support and acknowledge my fellow board members here today for their dedication throughout the year as we embark on FY25.
We do so on a solid foundation poised to develop the future operating model of Building Solutions while ensuring we improve our returns to shareholders to acceptable levels. I'll now hand it over to Bruce, our MD and CEO, who will present the FY24 operational performance and more on the outlook for the current financial year. Over to you, Bruce.
Hopefully my voice wasn't too, thanks John, you did well. Actually, John's been very, very ill, so thanks John. I'm pleased also to welcome you to our annual general meeting and to share an update for FY24 performance and probably more importantly in October, our outlook. So what am I on the slide? I've got to push that button, haven't I? Is that slide 7? Sam, thank you.
As we reflect on the financial year 2024, I'm proud to report significant progress in our journey and to share our improved results that underscore the effectiveness of our Build, Transform and Grow strategy. Our Build, Transform and Grow strategy provides the roadmap for medium- to long-term improvement in the quality and consistency of our earnings. The Build phase involves improving capability, systems and processes, lifting brand awareness to underpin long-term sustainable growth.
This includes aligning national workflows, developing common processes and procedures to deliver consistency right across the Fleetwood business. We've invested in enhancing our capabilities and have focused on building a quality pipeline in work that will drive our future success. Our vision is to be the leader in reimagining sustainable space is underpinned by five core values zero harm to both our people and the environment, collaboration, integrity, accountability and innovation.
The values guide the way our people operate on a day to day basis and have been integral in creating a positive culture within our businesses and I'm confident that this will have a positive impact on our transformation and lead to a successful FY25 for Fleetwood. In FY24 we saw year on year improvements in earnings in our earnings before interest and tax increase to AUD 88.2 million, a significant uplift of 95% from the previous year.
Similarly, our net profit after tax climbed 90%, reaching AUD 3.8 million. These results not only reflect the resilience and dedication of our entire team, but demonstrate our commitment to financial growth in line with our strong performance. We have declared a fully franked dividend for the full year of AUD 0.05 per share, a 138% increase on the AUD 0.021 per share declared in FY2023, reinforcing our commitment to maximizing returns for our shareholders.
The share buyback announced on 14 May 2024 resulted in the acquisition of 144,000 shares to the end of June. We've had an ongoing focus on capital management, delivered a return on capital employed of 6.5%, up 3 basis points on the previous financial year and while we have debt and bonding facilities in place, we have no drawn debt.
As John said, safety remains a priority and our investment in safety and in particular the Fleetwood Body care program has contributed to a 30% improvement in safety performance. We also saw our employee turnover reduce for the second year in a row reflecting the business stabilizing and the company building a solid foundation from where to run from.
We are making significant progress in enhancing our systems and processes with the successful implementation of the ERP system in our New South Wales business now behind us and a continued upgrade of our RV businesses IT systems. Moving to Community Solutions performance. We've had a strong result this year particularly in the second half of the year where we delivered an earnings before interest and tax of AUD 11.5 million.
Increased occupancy driven by contracted rooms from clients like Rio Tinto have started to ramp up and are significantly improving our profitability. Osprey Village in Port Hedland remains fully occupied with a wait list of potential tenants, and management revenue increased in correlation to the increased rental revenue generated throughout the village. Our Searipple Village in Karratha had an occupancy of 34% across the entire FY24.
As John said, as an average with shutdowns in the first half and increased long term contracted rooms in the second half. As I said, we're positioned well for the upcoming Karratha demand with Searipple undergoing a refurbishment of rooms, gymnasiums, and general facilities to refresh the camp last year, and this was completed last financial year.
Looking at the strategic outlook for Community Solutions. Our strategic outlook for Community Solutions business in FY25 is improving and our focus is on optimizing Searipple Village and leveraging the emerging opportunities in Karratha. We are focused on maximizing the potential of the Searipple Village across the economic cycle with base contracted business now secured.
While we seek to continue to layer additional demand. Our Searipple Village is set to benefit from a strong outlook with contracted occupancy for the full financial year of 72%. With the recent Perdaman project announcement which positions us really well to capitalize on increased planned projects across the oil, gas, fertilizer and green energy sectors. I would like to point out that we have 70-72% occupancy contracted on a take or pay basis and is a base foundation for earnings at the village.
This will underpin our earnings for this financial year with upside from any further contracted or casual room nights at Searipple. Projects from key players like Perdaman, Yara, and Woodside will drive significant demand for our facilities. The Karratha region in itself is set for a transformation with multiple planned projects expected to come online over the coming years.
This represents an incredible opportunity for Searipple, and by aligning our services with these developments, we can ensure that our accommodations meet the needs of a dynamic workforce in the region and contribute to the region's economic growth. Our Osprey Village continues to demonstrate the robust demand for remote key worker accommodation and social housing in Western Australia, with a strong wait list for tenants. This highlights the critical need for accessible housing solutions in the region.
We're committed to addressing this demand, ensuring that we not only provide shelter but also foster community well-being. Another pillar of our strategy is the commercialization of our Glide technology platform. Positioned as a digital and ESG market leader, Glide not only enhances operational efficiency across our operations, but also strengthens relationships with our customers.
By extending and enriching these partnerships, we can provide innovative solutions that address the evolving needs of our clients, ensuring that we remain at the forefront of our industry. In addition, we intend to explore build, own, operate, transfer and build-to-rent opportunities within the mining, residential and key worker sectors. These strategies will allow us to balance the cyclical nature of the Communities business, creating stable revenue streams beyond Searipple while also supporting community development.
I want to be clear that we'll always be prudent in assessing these opportunities and we've recently appointed a new Head of Communities based here in the East Coast who will look to partner with our Building Solutions business and the industry to look at the opportunities as they present themselves. Moving to slide 12 in our Building Solutions business. Pleasingly this year Building Solutions returned to profitability reinforced by our strategic initiatives that we've implemented.
We focused on delivering quality revenue in a Modular Construction supported by our education panel based business and diversifying our revenue streams by extending our offering to the mining and lifestyle sectors and pushing further into the housing and industrial sectors while targeting sustainable margins and enhanced procurement savings with AUD 2.5 million in savings delivered in 2024.
While we face some delays, as John said in project decision making the second half of 2024, I'm very optimistic about the future. The recently announced AUD 40 million contract with QBuild to construct 60 modular homes in Queensland is a testament to this optimism. Sorry, and we've recently accepted onto a housing panel with QBuild to deliver further housing needs over the coming three years in Queensland.
There's several tenders currently underway. As a result of this announcement and the elevated workbook, we've observed a better than expected start to the FY24 performance in Building Solutions. The current order book as at now remains elevated at AUD 182 million in Building Solutions, up from the AUD 127 million in June 2023. The combination of a solid first quarter and an elevated order book provides a solid base as we move into the second half of this financial year in Building Solutions.
Moving to slide 13 we've made significant progress following the reset of the Building Solutions which commenced about two years ago. Our focus on FY25 is to continue this forward movement and expedite our transformation efforts. This involves aligning across the business, focusing on securing quality work and executing to meet defined margins, simplifying our operations and improving our utilization and productivity.
To facilitate this, we're consolidating all of our Building Solutions businesses as well as our design estimating functions under one national leadership structure. To accelerate our transformation, we'll continue to focus and drive the manufacturing KPIs across our factories and manufacturing hubs. We are starting to see improved utilization and productivity across the business. In addition, we're bringing a National Center of Excellence together for our sales and operational planning as we use this function to drive national decisions.
This will help us stay agile in responding to commercial opportunities while truly leveraging a national footprint in building solutions. At one Fleetwood as we've said, the Build, Transform and Grow strategy is a roadmap to improve the quality and consistency of our earnings moving forward.
Our vision is clear to be the leader in modular manufacturing, specifically by winning made for modular projects that exemplify our commitment to innovation and excellence. We're already seeing growth in the acceptance of modular construction as a quality, cost-effective and timely solution. This trend is driving growth in our brand recognition and opens new opportunities across various sectors including, as we've said, social housing, defense, key worker accommodation, and private education.
As a leader in modular, we are actively collaborating with various levels of government organizations and industry partners to truly demonstrate the benefits of modular construction. Our commitment is reflected in our current order book which has grown significantly. This momentum is pivotal as we move towards more repeatable modular projects, enhancing our efficiency and delivery.
To support this vision, we've improved our systems and processes that will underpin our financial stability. Our focus is on modernizing, including automating design and reducing manufacturing complexity.
This transformation from builder to manufacturer is under development and leverage insights experienced both here in Australia and as John said from overseas, more mature markets. Moreover, we are committed to maintaining low capital intensity in the building solutions business which will ensure we remain flexible as the industry continues to evolve.
Delivering on the Build, Transform and Grow strategy to meet our near term goal of achieving a 15% return on capital within the next two years through a more simplified business model focused on improved utilization and productivity. Together these initiatives will position us not just for immediate future but for long term growth and sustainable earnings as a leader in modular manufacturing in Australia.
Moving to RV, the RV Solutions business faced some significant challenges as John said due to the economic pressures reducing consumer discretionary spend. Although the short term outlook is subdued, I remain very optimistic about the medium to long term prospects. The large fleet of over 870,000 camper vans, caravans and camper trailers in service across Australia supports ongoing aftermarket demand for our products and services and our ability to adapt and innovate will be key as we navigate these challenges.
As we know the market conditions have been tough. Our revenue declined 9.2% after accounting for the price increases we passed through. This reduction aligns with the broader trends in the caravan manufacturing which saw a decline of approximately 20%. This has had a cascading effect on our OEMs in aftermarket segments.
Our ability to fully pass on rising input costs has been limited and as a result of that we experienced reduced gross margins and EBIT dilution last financial year. This has further compounded the challenges we faced in FY24.
We did see a reduction in our capital employed by the RV Solutions through improved collections leading to a decrease in trade receivables while our enhanced inventory management practices have resulted in reduction in inventory levels. In the RV business too, these measures are critical for maintaining liquidity, ensuring that we can respond effectively to the market demands.
While the sector faces headwinds over the next year, our RV business is expected to remain profitable over the year. Our ability to adapt and innovate will be key to navigating the current economic challenges while positioning ourselves for future success. Given the current economic pressures impacting consumer discretionary spend, we have implemented target price increases where we can to help recover costs.
While we are aware of the challenges this poses, it is essential for maintaining our margin integrity. Additionally, we've completed a thorough review of our operating costs to improve product and branch profitability where right. Sizing our cost base right now is underway and will ensure that we remain resilient through the economic cycle.
To support our growth, we're undertaking a digital refresh of the brand. This includes simplifying our sales processes through platforms such as Shopify, which will enhance our online and retail sales across branches and across our dealer network. By making it easier for customers to engage with us, we can drive sales and improve our overall customer experience.
Our key focus in this business on new products and driving our structural solutions products, including the sandwich panel walls, the premium Invictus entry doors and our aluminum wall frame business. All these products are gaining serious momentum and strong uptake from new and existing customers in RV. We're also launching a full range of batteries, chargers and panels under the brand eGen by Camec to capitalize on the move to off grid and sustainability in this sector.
By enhancing our capabilities in these areas, we aim to increase profitability and deliver superior products that meet the evolving needs of our customers. We'll continue to introduce new accessories and products for both OEMs and the aftermarket. This innovation is vital for keeping our offerings fresh and relevant, ensuring that we capture the attention of both existing and new customers.
As we focus on electrification and sustainability, these new products will play a key role in our future growth. So, in summary and looking ahead, we are confident that the growing acceptance of modular construction, coupled with a strengthening order book and increased forward bookings at Community Solutions will drive a very significant earnings growth in FY25.
Our commitment to innovation and sustainable practices positions us well for future opportunities and we continue to embed the Build, Transform and Grow strategy in the business with the aim of focusing on quality revenue through diversification, generating sustainable margins, increasing our utilization, reducing our overheads to improve earnings. This is underpinned by a leadership capability across the business and a successful way of executing our strategy.
The company's dividend policy remains to pay out 100% of net profit after tax. Our balance sheet remains strong and we'll be prudent in the way we leverage this strength to support our growth. In conclusion, I'd like to thank our shareholders for your ongoing support and trust in our vision. Together we will continue to Build, Transform and Grow, ensuring Fleetwood remains a leader in modular construction and community solutions. With that, I'll hand back to John.
Thanks, Bruce. Okay, we've now going to the more formal part of the meeting. Before that we'll have some questions. Okay, so today's AGM is opportunity for shareholders to hear and put questions to the board, the Managing Director and CEO who you've heard from Bruce give a comprehensive overview of the business and I must admit apologies for not mentioning the presence of our auditor.
From Fiona Drummond, from Ernst & Young who's sitting here next to Kate, our CFO in the front row here. So apologies for that. Should introduce you as part of the team at the start and also Kate, I think you all know Kate as well. Who's in the front row here anyway to ask questions because we are hybrid we welcome all shareholders and proxy holders attending in person or those online to ask questions.
As in the past years, only shareholders, proxy holders, attorneys or corporate representatives are permitted to vote or ask questions. There are two ways to ask a question. If you're here, raise your hand and we'll give you the mic and you can ask the question to anyone who's here in the room. If you're attending virtually by either writing or verbally asking questions via the online platform.
To ask a written question, select the Q and A icon and select the topic or item of your business the question relates to. Type your question into the chat box at the bottom of the screen and press send. To submit a verbal question online, follow the instructions on the online platform and in the online meeting guide available on our website.
Please ensure your questions are relevant to the shareholders as a whole. So throw it open. Are there any questions relating to my address, Bruce's overview of the business or any of the board members present or our auditor partner here from EY? Yes.
Look, these businesses are all pretty diverse and very cyclical. They seem to run three years from now or you take any three year period, they go from profit to loss. Would it not be sensible to sell the businesses when they get to a point of doing well? Because we know history shows that in three or four years time they'll be unprofitable.
My quick answer to that is we can do better than we have in the past and not all the businesses have actually gone. When they go through the headwinds of a market, they haven't gone into the red other than Building Solutions. Community Solutions last year at 34% occupancy is a low occupancy and it still returned a fairly decent EBIT.
So and the RV business likewise is, you know, it broke even. Slight positive one point. One point. And then and you know, looking forward we believe we can keep it above water. So it's not a case of they go profit, loss, profit loss. It's more of a case the profits can stay higher. When they come down, they're not as high as like Searipple was an example. You're doubling the occupancy. Of course you're going to have an increase in EBIT.
But the trick is to keep the business when it goes through the cycle, it's still positive and it still returns a ROCE over the cycle rate of greater than 15%. So, as a. And that's why we started to change the language around the Building Solutions business as the aim is that it returns our ROCE of 15% for it to remain in the portfolio and that's not just one year whatever it's through the cycle.
So I disagree that it's a. We're into a loss making when it's the down cycle and in the Building Solutions business in particular, we believe we can do better. We've improved that business. The strategy that Bruce has embarked on since he's been coming to the business as CEO has substantially transformed that business.
We're now into the transition as we're transforming from a construction business into a manufacturing business, and the overall aim is to industrialize. Construction is one of the last industries around that went through that is going through an industrialization process.
I was involved in mining in the past, and mining did it only 20 years ago. Construction is yet to go through that process, and it is now. Modular is the first. If you look at the construction industry, modular can be the first one that goes through that process. We're still constructing as we were when I was in school, which is a fair time ago now.
So to summarise then you intend to keep all three of these businesses pretty much no matter what.
we intend to keep them providing they get a return on capital for their shareholders.
Are you telling me that caravan parts makes 15% ROE or ROC over the life cycle?
Yes. Over the term of the cycle, yes. It can. It has. It did. Look, if you look at the profits post-COVID, it was very high. If there's an if. The other part of that is if someone else can do better with it and it's a better value proposition in someone's someone else's hand than it is under ours. Of course you take the opportunity that arises. Basically. If you think you can make AUD 10 out of something and someone gives you AUD 20, you take the AUD 20.
So we are open to selling the bits.
If someone puts a takeover offer on the company of $4, would I say no? Not quoting numbers but of course we're dealing with hypotheticals so we only can deal with what's in front of us and we're working that asset as hard as possible. Squeeze the lemon on the cost in that business down to the bare minimum.
It is a really tough market to pass on costs at the moment, we have to see that through, but we have to continue to operate that. Things just aren't that easy to buy and sell, whatever. And you pick the top of the market. The market's not silly. It's the same. I'll give you an example. If you try to sell Searipple for the next two years, if you multiply that earnings, people are going to say, well, that's great. That's when the occupancy is here.
But when the occupancy goes down here with the cycle in the market, I'm not paying you 10 times that earnings, I'm paying you 10 times down here or somewhere in between. So it's great to be able to pick it, but very difficult. So does that answer your question? No. You're shaking your head.
That means to me you'll never sell them. You're going to.
No. Maybe. Bruce, you jump in. I'm losing my voice.
So John's losing his voice. Is that on? Can you hear me?
Yes.
It's actually a good question. We absolutely understand there are three quite different businesses with quite different levers driving them. The RV business is going through a tough time. Would we sell if someone offered us full and fair value? It's actually in our shareholders' best interest.
That's what our job is, to act in the shareholders' best interest. Right. Right now it's probably not going to sell for full and fair value whilst the market's down. And we're working with RV Solutions, for example, to make it fit and ready for when the market ticks back up and somebody may walk offer us full fair value. But actually we're acting as a true owner who loves it. We're investing in the IT systems, we're investing in new products and things as a true owner. But it's a portfolio play for us.
Okay, so our interest is in what's best for shareholders. If somebody come and offer us full and fair value for any part of the business, of course it's for sale.
No, but I said that. I said if someone walked up and said, "Here, here's four bucks for Fleetwood as a whole." Well, they might. They might.
We don't know. We're open to hypothetical. I mean, it's like anything people speak to us about. Building. I regularly get asked, as Kate and I get around, would you sell company at the top of the cycle? If somebody's prepared to pay full fair value at the top of the cycle, everything's for sale. But who would given that they didn't?
Now, the RV Business was up for sale or being strategically reviewed three or four years ago. We were offered nothing for it. And I'm grateful that we kept it through the cycle because it did very, very well.
The answer is what we're trying to do is actually do a little bit more to actually connect the benefits of Building Solutions and the synergy with the Community Solutions, because I don't think we've done a great job of that in the past. And so that's part of the strategy we're developing in terms of Community Solutions and opportunities beyond just Searipple and Osprey. Does that give you some comfort?
Anyway, I think let's move on to another question.
We have some questions on the line.
Yeah. However you want to do it. Happy to, absolutely.
So we have one here from Mr. Stephen.
I was looking at that.
Sorry, Cassandra, they're coming through to me. Through from Mr. Stephen Mayne. On a similar topic, Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 170 or 7.4% to 2,124 since June 2022, including 20 straight months of decline.
There have already been 27 major takeovers above 200 million completed so far this calendar year. With another 10 deals in the works. The ASX is losing longstanding names such as CSR, Boral, Blackmores, Newcrest and Crown. And given the lack of new floats, there appears to be a clear mispricing between public markets and private markets.
Why are public markets not valuing ASX listed companies like yours more highly and what are we doing to avoid being gobbled up like so many other companies? Is there a logical buyer such as Gerry Ryan's Jayco operation?
That's more of a not a direct Fleetwood question. That's more of a question about, you know, how capital markets work and public versus if, look a public company, if someone wants to make a takeover, private companies. I'd have to say the being a private company is actually less onerous than being a public company without a question.
You know, the governance and the regulation that has been put in place. Sustainability is coming in two years time. That puts an enormous burden on the smaller companies which if you're private, you don't have as much to fear. And look, I don't think it's going to change anytime soon. For every company that's taken over, not sure the gentleman's name who asked the question, there's new companies that get listed all the time as well. So there's new companies that come out that get listed.
The markets, you know, are the markets, you know. The shareholders are looking for somewhere to invest. Not everyone wants to invest as a private individual. Superannuation funds, et cetera, want the visibility and the governance that does come at a cost under the public company structure and maybe regulations.
Personal opinion is regulations should be overhauled, but that's a personal opinion, not a company opinion, because we just keep on piling more and more and more regulations on companies without taking anything away. And that then becomes, well, if you're of a certain size, is it worthwhile to go down that path, but we will continue to stay listed. You know, opportunities are there for listed companies. We're not going to be looking for shareholders for money, which is one of the main reasons to be listed. So that's not on the agenda for us.
But share, you know, stays as is. So I'm not sure how relevant that is to Fleetwood and the Gerry Ryan thing. The RV business, relative to the rest of the Building Solutions business and the Community Solutions business, is much bigger part of the pie than RV. So I wouldn't think that anyone who was interested in hypothetically taking over Fleetwood would be from the caravan industry.
The caravan industry is going through a massive amount of consolidation, et cetera. Them taking on Fleetwood, taking on a modular building business and a major Community Solutions business. I'm not sure there's a fit there.
We have another from Mr. Christopher Kirkley. What effect on Queensland business do you see the changes of government in Queensland having?
I'll defer to Bruce on that because he's closer to the meetings with the government and the department than I am.
Yeah, look, we're actually quite comfortable with the change of government up there. We think there may be a slowdown in some decision making as they review it. But the two sectors that make up 90% of the work we do in Queensland are the education sector and now the housing sector. With this expansion.
And the government has been very clear that they don't intend to interfere in any of those programs. So whilst there might be a slowdown for a month or two whilst they review what's happening and there's change of ministers and change of executive directors, we're actually seeing right now, there's still quite a bit of work coming through the pipeline in those sectors, they're tendering on a lot of work there. So it's had no immediate impact.
I think the other important message for the shareholders is to know that we have very clear visibility through our new systems and processes right out to the final quarter of this financial year, and we have a very, very solid order book up in Queensland, so even if there's a slowdown in things, we don't think it'll impact Fleetwood at all,
and I think it would be wrong to think that any state government's willing to play with social and key worker accommodation or schools right now while the social discourse is going on around the country.
Hopefully the trend is that Queensland is the leader of the pack and the rest of the states follow suit because their acceptance of modular for housing and for instance in particular the education sector is way bigger than anywhere else in Australia. If that trend was to go through the rest of Australia, we'd have significant uplift in all the other states because that state is, you know, zooming ahead. It's a state that's growing. Any other questions, Sam?
No other questions at this time.
Here we go. One from the floor.
Thank you. Probably a similar question, but I do think it's fair. But just a few comments around the initial questions around being listed and the benefits and should the three divisions be all together? Because I suppose if you look back that the stock hasn't really done anything over 10 years and I can certainly appreciate that Bruce is. I think he started 2021 when the stock is around a bit over $2 and again no growth since then.
But the team is relatively new. And Yes, you're for sale every day. That's why you're listed. But you can also be proactive, as you said. You tried to or did the strategic review for the RV business, which didn't amount to anything. But I suppose, just asked differently, like you look at Fleetwood, and again it's done nothing over 10 years or longer. It used to be a very good company.
I appreciate there's been a lot of management change and various impacts over that time. So it's certainly not all on the current management and board. But you know, 2016, I think one of your current shareholders said the business should be broken up. You should be selling off assets. I'm not really sure what happened since then. If anything, there was a big boom in manufactured housing. I don't think we've really capitalized on that yet. RV, yes, it's gone up and down.
You've closed the or you sold the previous RV business for a dollar but nothing seems to be working because the stock is still hovering around about $2. Yes, you paid a few dividends. All your manufactured housing peers I think are private. I don't think there's any other listed operator. I think there was a lot of private equity interest in the space, especially in the UK despite you being the biggest, you're not really getting a good margin on that business.
And I think you said you targeted 15% ROCE, which I think don't want to get into the weeds, but your assets in that business is 67 odd million dollars. So if you can get that, that's $10 million EBIT on well over $300 million of revenue, which is a pretty poor margin, I would have thought.
So fair enough for the market not to want to value that business very highly. But from what I understand, a lot of the bulls on the company think you have a lot of property, hidden property value, one in Searipple, who knows what that is worth? You don't really ever put a value on that.
And there's also the argument that it will need to be replaced at some time. So maybe that's a bit of a liability. But my understanding is there's a lot of hidden asset value, which I don't think you ever refer to, but it does just. Yeah, I understand that you're for sale every day, and if somebody presented you with an AUD 4 bid, you would be in favor of that.
But given how long Fleetwood has done nothing for its shareholders, and I would just add that it does seem a little bit misaligned with the shareholding of the board, or lack thereof, or your salaries are certainly well in excess of your shareholding in the company. It does seem a bit misaligned.
And to play devil's advocate, maybe there's a bit of job preservation in not actively seeking buyers for various segments of the business. I understand, yes, you're for sale every day, but you can also actively engage with the process. I suppose the question is, how long would you tolerate a share price at $2? What levers can you pull to, I suppose, excite the market? The buyback's been very minimally deployed that hasn't really been activated.
So, yeah, I mean, for me, there seems like a lot of value there, but the stock's done nothing for 10 years. I'd just like to hear your assessment of value, what you think it's worth. And if the status quo continues, what levers can you pull? Can you sell off some properties? Can you sell off a division? Because, you know, if we're here in another year's time at two bucks, when do you say enough's enough and run a proper process?
Okay, thanks for the question. First thing I would say is, you're living in the past, living where we are now and where we're going. This is a good company and we will make the returns on the business that are acceptable. You can't go back to 2016. That's unfair on the present management team and where we are today.
What's gone is gone. We, we can't do anything about that. Yes, there's been mistakes, whatever. I'm not going to go there. I'm not going to explain any of it. We've spoken about where we are today and where we're going forward. There is no need to go down the path of asset sales, et cetera. We have not. I've said it to other questions and maybe it hasn't come across clear in the address. We are making good progress. We are making good progress.
The ROCE on the Building Solutions business is the first hurdle. That doesn't mean we just, oh, we get to 15%, that's great, let's kick back and go down the beach. That's the first hurdle. It can be more, it should be more the modular that you're talking about. There's a lot of hype around modular in terms of the industry, etc. But you have to deliver. Our overseas people that have done this. TopHat, as an example, just went broke, you know, 200 million.
If you go down the wrong path on this, the market is there, but you have to be able to capitalize and make money out of it. So we're not going to go down the path of building a robotic factory that builds something that no one wants, as others have done overseas. So live in the present and hang in there.
Hang in there. Things are heading the right way. Bruce couldn't be more confident in his presentation and I can't be, as a chair, more confident than what I'm saying now. The past is the past and yes, it's taken a while to get to where we are. We would like to have done it faster, but industrial businesses are tough gigs.
We're not selling mobile phones where there's insatiable demand or some new tech that, you know, valuing companies at 6,000 times revenue. Whatever the multiples are, we're a true blue Australian company in the industrial space. We don't get the multiples more than what we make. And our focus is 100% on making as much as we can out of the assets that we have. And we don't need to go and sell this or do this or dress up or whatever, or to, you know, divert attention.
Don't look at the business. Look over there. Look here. We're here. We'll answer the questions on the operations of the business. We don't have to do, you know, pea and thimble tricks to spruce things up. The share price will look after itself in the long term if we make the returns that we expect to make.
And that's all we can focus about. I'm not concerned about if it's a $0.9830. Whatever our thing is, the market will recognize what we make and what we are going to make into the future. And that's where I'd say you need to focus. Not on 2016 or whatever.
Understood. Certainly not attributing all that period. But it's just 10 years. And now you are in charge. You've been in charge for a while. But specifically on those topics of the value of the properties, do you have any thoughts?
I presume you're referring to what Searipple. We were.
Searipple is a Perth properties.
You wouldn't sell. And once again, that is a multiple. You know, it's a very difficult thing to put a value on. And while we're making the returns we're making, why wouldn't we keep it and keep on running it? That's got a good future. The other property that we own. I presume you're referring to the warehouse in Perth.
I don't know how involved you are with industrial land at the moment, but the leases on industrial land are going across Australia. It's one of the highest increases I've ever seen in my time of operating things. It's like eye-watering, the increases. Owning land is not a bad thing because you're not exposed to massive increases in lease rates which is occurring.
And once again, if you start to move things, it's where do you go to where the facility. You can't just pick up an operation and move it. Comes at a cost. If we're going to do that just for dressing up the balance sheet, we've got better things to do than mess around with that.
I think you're missing the point. Like the market isn't recognizing any of that value and if there is value, you'll make money. Well, I suppose the devil's advocate would say why isn't the directors and management buying shares are worth much less than your annual salary. It does seem misaligned. Is that a fair comment?
Look, this is always. It's up to each individual to make decisions and there's only limits of timing et cetera. So take the buyback, for example. We had to suspend the buyback because we're in negotiations with Perdaman, which is obviously a market sensitive thing. So we could not actually continue to do the buyback in that period of time. So it's the same as for the directors.
Same as it goes for the company. It goes for the directors as well. So the directors will support the company. And the shareholding has improved over the last two, three years? It's improved greatly. So we're not. This is not our company. This is a public company. So, you know, we're no different to any other public company. You get the annual report of. Take the annual report of any company. Pick NAB. NAB the bank.
You tell me how many shares each of those directors have in the company compared to what they get paid for it. The chairman of NAB's probably AUD 1 million a year. Has he got AUD 1 million in his shares? Unless they're given by the company, probably not.
I don't know.
Maybe I'm just quoting off the dollar. I don't know that for a fact. I could be. Someone's probably going to Google it and prove me wrong, but so be it.
All I'm saying, so someone could check.
How many shares does the chairman of NAB have that weren't part of the salary or packaging, whatever, or wasn't part of? I don't know if he's a past employee.
Anyway, I understand the point when Fleetwood was performing very well. Shareholder driving it. So, last question now. I'll wait for another item. Remuneration report. Thank you.
Okay, so there being no more questions. Everyone's all good?
Yes.
Okay, we've gone past how to ask a question. Now we go into how to vote.
Okay.
We've now moved to the very formal part of the proceedings and deal with the resolutions. I declare voting open on all items of business. Voting today will be conducted by a poll on all items of business. In order to provide you with enough time to vote and in case you're not able to stay for the full meeting, I'll now open voting for all the resolutions.
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We have worked hard to ensure this webcast runs smoothly. However, should you experience any technical difficulties, a recording of the meeting will be made available on our website shortly after we conclude. Now to the resolutions. Here we go. The first standard resolution at this AGM is to receive and consider the annual financial statements of the company and the reports of the directors and auditors for the year ending 30th of June 2024.
This item of business does not require a vote. However, the reports are open for questions. As I said, Fiona here from Ernst & Young is available to take any questions, as is Kate, our CFO. Any technical questions about the company, conduct of the audit, preparation of auditor's report, accounting policies adopted in preparation of the financial statements, and the auditor's independence. Are there any, sorry, any questions relating to this item of business? There is a question. Go for it.
Just a question, and I did ask it on the earnings call, but it is a bit strange that the company does report free cash flow before lease repayments when clearly lease repayments are a very large cost for the business. Free cash flow of AUD 5.7 million? Positive. But then there's a minus AUD 8.4 lease repayment. So the business lost money.
No, it didn't. The accounts are presented in accordance with the accounting. I'll jump in there. The accounting standards. We don't make a decision on how we report leases, et cetera. That's a very. You'd know. Accounting standards are pretty black and white. You don't mess around.
Can the auditors confirm if free cash flow is at the correct definition? Should free cash flow. I think that's a subjective measure. You can choose how in your presentation.
I won't answer your address.
You're very defensive. I'm just trying to ask a question. It seems strange that you're saying free cash flow is positive.
No, that's all right. We'll get there and have the auditors respond. I won't speak.
You go.
Kate or Fiona.
Hi, Charlie. We've had this question before and we acknowledge the point you're making about free cash flow. But we do prepare that in accordance with accounting standards operating, investing and financing. And I get it, leasing does sit below that and yes, technically should offset them to get a true free cash flow generated.
But we don't feel we've misled you in any way because we feel that you can see that anyway. So I feel we're arguing somewhat about semantics and titles on it, and we feel that you can see that clearly yourself. And I think the point that I made on the earnings call, and I'll reiterate today, was that we had an improvement in our operating cash flow for the year, and that was pretty clear.
So I think you should probably acknowledge that we did do that. As opposed to the preparation of accounts in accordance with the cash flow statement. Thanks. If you'd like to refer to Fiona as well for a more technical answer. But yeah. Cool.
Any other questions? That's it. I think the mic's not on. Maybe just go on. If you just speak loudly, we can hear. For those online, the mics are not working very well. No, it's not on either. Okay.
Could you get a valuation done of your properties? I'm not suggesting that you sell that, but maybe it would reassure the market that there is significant value in Fleetwood, which is why I'm interested to suggest we're not going to sell it, but we think the value of industrial property is worth X. Because that would help allow the market to value this conglomerate more appropriately, I would think. Is that a possibility?
You guys want to answer that? Well, I don't know. Off the top there, when the last valuation of that property was done, you're talking about Perth
So, for starters, we don't own all of Searipple. Okay. So that's one thing that you need to be very clear about. So that would be sharing, selling a part asset. The backstory to this, and I'm relatively new at Fleetwood, is that the assets are held at historical cost, what they were purchased at. So you're right. The portion of Searipple that we bought many, many decades ago is on the books.
That cost. And the other asset that we own or we have rights to own in terms of a long term crown lease is the High Wycombe property. And I believe that we do disclose that in our goodwill note. You can see the value of that there. So it's an accounting policy choice and that was elected many, many, many years ago.
That would be up for the board to take under advisement to determine to move away from historical costs and to move to fair value. But that's probably not the most critical thing for us to do today. Yeah, it's in there. That is the value. It's been valued.
I must have missed that.
It's been valued by two external properties. Property it was in November last year. The goodwill note, you'll see that I think it's gone up by about $1 million in the two years since the last valuation. No, High Wycombe, which is the Perth industrial site. Yeah. Okay.
Okay, okay. So are there any more questions, Sam? No. Okay, we'll move to the next item of business. Have I gone too far here? Resolution one. Okay. This resolution is to adopt a remuneration report that forms part of the company's annual report for the financial year ending 30 June 2024.
Remuneration report details the principles used to determine the nature and amount of remuneration, sets out the remuneration details for each director and other senior executives of Fleetwood and provides a detailed summary of the short and long term incentives and how performance is measured against them. Voting on the resolution does not bind the company or directors and is advisory. Only the proxy votes. In relation to resolution one on the screen, are there any questions relating to this resolution? Yeah, go ahead.
This is from Mr. Stephen Mayne. In terms of the resolutions, do any of the proxy advisers cover us? If so, did any recommended vote against today's resolutions? Have there been material protest votes against the remuneration report or any other item up for today? And what were the reasons?
Yeah, I can answer that. There were two proxy adviser reports. One was all four. One was against me because of my position as executive chair of Wellard. So they saw that as I think it's over. Is it technically overboarding or something along those lines? So there. That was ISS. So one. Was it Glass? Glass Lewis was for four.
And the only one was resolution number two was against myself. So otherwise it was all four. That was only part of his question. Yep. Okay. So there being no further questions. I now put it to the meeting that remuneration report for the year 30 June 2024 as set out in the Company's 2024 Annual Report be adopted. Please select your vote by marking or casting one of the options available if you've not already done so.
We now move to Resolution 2 which is the reappointment of me. Sounds funny saying that as the Chair of the Board from the I was appointed my re-election as director. I was appointed non-executive director on 19th November 2020 and as Chair of the Board from 26th of February 2021.
A copy of my bio was set out in the Notice of Annual General Meeting sent to you all and on our website. The Board with me abstaining unanimously recommends that shareholders vote in favor of this resolution. The proxy results in relation to Resolution 2 are on the screen. Are there any questions relating to this resolution?
Again we have one online from Mr. Stephen Mayne. Does John believe that high profile period in your career working for Gina Rinehart turned you into a better professional independent director? Does Fleetwood do any work for Hancock Prospecting and does John's history working for the company assist in this regard?
The last bit. Fleetwood does not do any work for any of the Hancock Prospecting companies. I think we tendered on one of the Roy Hill expansions or something like that. But as to my knowledge there is no work that has been done for any of the Hancock groups and absolutely my experience there was a great time in my career and it has obviously benefited me in roles that I currently have. So yes.
Lovely, Mr. Mayne has another question. He's just been looking at the NAB annual report but in paraphrasing are you prepared to buy more Fleetwood shares and work on your position of your equity stake being double his cash fees?
So the NAB chair has got double his equity. Yes, I picked it. I should have tracked Stephen Mayne. If you're online, go and check ANZ or someone else. I've obviously picked a bad one. Look, that was off the top of the head. Look, when the opportunity's there. I've bought shares over the last couple of years. You know, that's – I'm not going to declare right here now I'm going to pay X and spend whatever. But yes, I'm positive towards the underlying intent of his question.
Thank you.
Okay, now put to the meeting that. Oh, another question. Yes.
Thank you. Stephen, if you're listening for following me up there, but one of the other companies that you're on the board of is Wellard, and they are essentially selling off assets and what looks to be in wind down returning capital, and I presume that's a decision that you've made.
So just bearing in mind your comments previously that you know it's cyclical and you're not going to sell off anything and yada. Yeah, if somebody wants to bid for us, they're going to bid for us. But it seemed like that was very defensive as opposed to proactive. But what's different from say Wellard in terms of essentially winding up? That's what it looks to be that company as opposed to Fleetwood.
I'm here in capacity of chair of Fleetwood. I'm not going to address questions of Wellard, you know in a public forum such as this. If you want to do that we have our AGM in Wellard. I don't know if you're a shareholder, come along on the 20, buy some shares and come along on the 22nd of November and I answer that question 22nd or 21st.
The differing approach, but that's okay.
No, that's it. It's not appropriate for me to talk about Wellard in this forum, so. But happy—are you a shareholder? Well, out of interest. Good. Come along 2020. First you can come to Fremantle or join us online. Look forward to answering the question then. I know the first question I have to prepare for. Okay, now we're all done with questions.
We are.
I now put it to the meeting that John Klepec being a director of the company who retires in accordance with Fleetwood's constitution and being eligible is re-elected as director of Fleetwood. Please select your voting by marking or casting one of the options available if you've not already done so. Thank you. Okay, we move to resolution 3 which is the re-election of Mark Southey.
I'm very pleased to propose the re-election of Mark as director. Mark Southey as director of Fleetwood. Mark was appointed just before myself as non-executive director on 10 October 2018. Copies of Mark's bio was set out in the notice of AGM and on our website. The board with Mark abstaining unanimously recommends that shareholders vote in favor of this resolution. The proxy results are up on the screen.
Are there any questions relating to this resolution to myself or even Mark? If anyone wants to address anything directly to Mark, I'm sure you'd be happy to take questions.
We have a question online again from Mr. Stephen Mayne. Paraphrasing but given about the relative lack of skin in the game, is Mark prepared to buy more shares before the next year's AGM. Similar question to what you received, John.
Do you want to answer that, Mark, or you want same answer as I had?
Look, I mean, I have acquired shares recently. I may make a decision to acquire more shares or not. Really, I don't feel that this is the venue for me to declare what I intend to do around shareholdings.
I have no objection to the idea whatsoever and certainly feel that there's a lot of positive sentiment. What are good reasons for people to come acquire shares at the moment? My own personal view on that is something that will remain my own personal view until I enter into the market at the appropriate time.
Thank you.
So I'll add to that. There's more for you to buy, Stephen.
I don't think it's a laughing matter, but the misalignment. But anyway, Mark, you've been on the board since 2018, so I would have thought your stake would have been a bit larger. But just a question. You have been on the board for quite some time. What do you think is a fair ROI for building the manufactured building division?
You've seen sort of the transformation and there's certainly been some big issues and now you've overseen this new plan. But what do you think is a fair ROI? It sounds like the Chair. You don't think that 15% or AUD 10 million EBIT, if those figures are correct, off 300 million of revenue, you think that's not really the target?
You think you should be doing a lot better. But Mark, given you've been here I think the longest, maybe not. But what are your thoughts as to a fair target? What do you think that business should be able to earn both in sort of a margin and a fair ROCE? Thanks.
Your mic. Just take the mic.
Yeah, thank you. And I mean, that's a fair question. I mean, as you know, our target is to produce a ROCE at above 15%. Where we can get that? I think we, you know, I am certain we can. We can improve on that. Where we can get to exactly at this point, I don't think I can give a definitive number.
From what I understand.
But yeah, look, I might add to that. Look, construction business. Look at all the construction businesses, the ones that haven't gone out of business, first of all, in the last three years. That's an achievement in itself. Construction businesses don't make 10% EBITs, 12% EBITs. Tell me which one does because they have high turnovers.
It's the return on capital you have to look at because the construction industry, be it building a house, be it building a major school, etc. If you've got Ma and Pa building a modular home in their backyard or in a small shed, they might do it for 1%. So it's a super competitive industry, so you can't get outsized returns. We are not a tech company that are going to get EBITs of whatever. A lot of them are negative. But anyway, so a hurdle and the target is 15%.
So the target is 15%. 15% ROCE is an accepted norm. You guys are all investors. 15% ROCE is an accepted norm for return on capital employed. So that's the first hurdle we want to achieve more than that, we think we can get there, but it's an achievement to get there in the first place. It's a tough industry. Construction is not a walk in the park. Have a look at all the companies that have gone broke in the last two years.
You know, it's long. And the other point I have to make is you keep on repeating and it's not a laughing matter. The skin in the game. There is an equal and opposite argument against the skin in the game from directors on shareholdings because that can lead to decisions that are made purely on your own shareholding. Rather, we're here for all shareholders.
Our duty is to all shareholders get the maximum return for all shareholders. So at all times it shouldn't be, oh gee, I've got a few shares in this, I can make XYZ and make a short term decision. It may be the wrong decision for the shareholders in the long term. So you have to balance the two.
I'm not against the skin in the game, but it shouldn't be a mantra that unless you've got skin in the game. I won't quote names or whatever, but there's companies out there that quite recently, big profile guys that have got huge skin in the game and you know, has that changed how they operate? You know, that can go either way. So you need to balance the two. You know, we've improved, we've heard, you know, the comments from shareholders in the past.
They would like to see more skin in the game, which has happened. Go back two years ago and what the shareholding is now. So we're not dismissing it and it's not a laughing matter. So it's, it's an honest. But there are, and I'm on other boards as well where people are very aggressively opposed to any skin in the game.
Because they believe that it clouds their judgment and they want to be there for all shareholders. So you've got to balance the two. It's not all one way, it's not all another way. I think if you had 100 people lined up it'd probably be a 50-50 split.
Respectfully disagree. And I think there are a lot of studies that show that founder-led companies. I don't know if you're aware, there's two sides to every argument. Compare Jayco against Fleetwood over the long term and we know who has won that race.
But anyway, any other questions? Mark's reappointment. Okay, now put it to the meeting. Mark, being a director, the company retires in accordance with Fleetwood's constitution and, being eligible, is re-elected as a director of Fleetwood. Please mark your voting slips by voting by marking or casting one of the options available if you're not already done.
So okay, we move into. Bruce you might get ready for some questions because I think there's going to be some now everyone's flowing non-stop questions. Okay. Resolution four is to seek approval to issue 243,750 performance rights to the MD and CEO of our company, Bruce Nicholson, and the issue of shares following any vesting of the performance rights in accordance with Fleetwood's long term incentive plan for the FY24 financial year.
The information that must be provided by shareholders in order to obtain shareholder approval under Listing Rule 10.14 and the terms of long term incentive plan are set out in the annual general meeting which was sent to you. Proxy results in relation to this resolution four are on the screen. As you can see it's very nearly all 98.46%. So are there any questions in relation to this resolution? Stephen Mayne yes, there is a question.
From Mr. Mayne and Chair. You may consider that you've already asked and answered this but could the CEO summarize his past LTI grants as to whether they have vested or lapsed? Has he ever sold any ordinary shares in the company or bought any on market without relying on the incentive scheme it to build his equity position in the company?
Bruce, you want to answer it directly? Best to hear from the horse's mouth.
Yeah. None of the shares that have been issued to me have vested since I've been here in three years and I have bought shares on market since I've been here. I have not sold any shares on market since I've been here.
Thank you Bruce. No other questions.
Other questions.
Just ask you as well for your thoughts, Bruce. Given it's topical, but your thoughts on the CEO's alignment. Do you think having more than 100,000 shares relative to your—I think—AUD 600-odd thousand base salary would more align you to shareholders? Do you think it's a good or bad thing if you were to, you know, have a significant stake?
Because I think, please correct me if I'm wrong, but was it Tate, one of the founders of? I think he had a significant stake, which I think was great for shareholders when the stock was performing very well. I think he's still on the register, so I'm probably correct, but I think under his guidance, I think that the stock was certainly rated very highly, but just your thoughts on. What a Fair shareholding is for a CEO relative to his salary and the.
If we're using Greg as the proxy. David, and thanks for the question. My mechanism is for my LTIPs to vest, which means I need to deliver results for shareholders and that's my ambition here. So you know, I have the opportunity with the LTIP to actually have those shares vest. Our poor performance in the last couple of years has meant they haven't vested. My ambition and my reward is in those shares vesting. That's how I'll build my shareholding in Fleetwood, as did Greg Tate, if you want to use that as the proxy.
But no, I'm a big, big fan of alignment. You know, two 40,000 shares, it's still less than your annual salary. It's a nice amount, but maybe it's more a comment. I would certainly be. I think that the target is relative share price so that the stock can still go down and you may or may not get those.
And then there's EPS which as discussed previously is very different from free cash flow, which is what dividends can get paid for. But anyway, maybe that's just a comment. I would very much support a much larger performance package if you were to get the stock up to three or four bucks. I think that would be a great outcome for all and you should certainly get paid if that was the case.
But if I could make a comment on this, it is that Bruce came on board through a talent search through the market. And when you're in that process, you know, to enter into a company and make a commitment to the size of your salary would be beyond most people's financial reality.
And I think, you know, I think you got to think about that in context. You want the best person in the market to come on board to run Fleetwood. You go through a search. You can't expect people to come in on a full equity basis to the size of their salary unless they're very wealthy, fundamentally very wealthy people.
I think it's an unrealistic expectation, but I think it's a correct expectation to expect the CEO, an MD to give them the ability to earn that equity within the company through performance rights program, as indeed we have. So I just think that that's, I think it's just unrealistic to think that people would come in as a CEO and an MD into a new company and join the company with equity commitments equivalent to their salary. That's just not normal practice. It doesn't happen like that.
We have to see a lot bigger performance potential payout. If stock is to stay.
Oh, I see, okay.
Well, that's also subject. We had the question about proxy advisors. One of the things they do look at is the amount that is paid to CEO and whether that is in accordance with market, et cetera. So we do have to add there's some parameters on that. You can't overload and give enormous bonuses because otherwise it's disproportionate because and CEOs the fixed remuneration is not why they take on the job.
A gig of CEO or MD of any company is an enormous task. And if there isn't the upside of equity, whatever, it makes it pretty hard just to do it for the fixed remuneration. So when you don't get it for multiple years, that is a significant demotivator in terms of your output.
And I can say that, you know, as an individual and as a chairman and the director of companies, it's you as a board. We want the management to hit the targets so they can get the returns. But they have to hit the targets, simple as that. And they've got to be reasonable.
We can't have six times salary investing in performance rights because that's unfair to the rest of the shareholder base. I hear your point. You want skin in the game to the max and your belief is skin in the game will produce a better result than anything else, which is fine. But there has to be a balance to that. It has to be market, market driven as well. You can't have an outperformance.
And the structure that we've got for Bruce, you know, Bruce, you know, has only, you know, hasn't been long we went to market. It's been looked at. It is in the parameters of what's acceptable, and all going well. I hope we allocate full incentives this year. Nothing better. I stand here next year and say, yep, we've paid the executive team the whole lot.
Great. We've hit the target. So you have. That doesn't change if we have one share or 10 shares. That doesn't change what we do. It absolutely doesn't. Believe you me, it does not change your motivation, whatever. And there are companies out there where you got individuals that have got 30%, 40%, 50%, 60% of a company. That's fine. And as Mark said, a lot of them don't even take a salary because they don't have to.
So everyone's circumstances individual. If you're a billionaire and you own a company, getting paid a million dollars is money in the glove box. So anyway, let's move on. Any other questions? All good. Okay.
So I now put to the meeting that for the purposes of ASX Listing Rule 10.14 and for all other purposes, shareholders approve, as further described in explanatory notes, the issue of 243,600,750 performance rights and the issue of shares following any vesting of the performance rights in accordance with their long term incentive plan to the Managing Director and CEO of the company, Bruce Nicholson, in relation to the FY24 year.
Please select your vote by marking or casting one of the options available if you've not already done so. Now we move on to the last resolution. We're finally there. It's the last one. Yes, I think so.
5 is the last one. Yep. Resolution 5 is to seek approval for the issue of securities under Fleetwood's Long Term Incentive Plan. Shareholder approval is sought to allow the company to rely on an exception to the calculation of the placement limits under Listing Rule 7.1 on the number of securities that may be issued without shareholder approval.
Further shareholder approval is also required prior to any director or any associate of any director participating in the LTI plan under Listing Rule 10.14. The information that must be provided to shareholders in order to obtain shareholder approval under Listing Rule 7.2 and the terms of the Long Term Incentive Plan as previously mentioned are set out in the Notice of AGM. The proxy results for Resolution 5 are on the screen. See, it's 98.484%. Are there any questions in relation to this resolution? Stephen's left the building.
Stephen, if you are there, I'm disappointed.
There's no question Mr. Mayne did leave a comment, but it was more of a comment than a question. No, he's enjoyed the lively debate.
No questions from the floor. Now I'll put to the meeting to go through all this again. Thanks. That for the purposes of ASX Listing Rule 7.2 exception 13(b) and for all other purposes, the shareholders approved Fleetwood's Long Term Incentive Plan, the terms and conditions of which are summarized in explanatory notes.
The grant of performance rights under the Long Term Incentive Plan and issue of shares upon the vesting of such performance rights in accordance with the Long Term Incentive Plan. Please select your vote by marking or casting one of the options available if you've not already done so. Okay, we'll just go around and collect the mics are pre-done. So as we do that, ladies and gentlemen, that concludes our discussion on the items of business and I will now close the voting system.
The final votes and results will be released to the ASX later this afternoon, and that concludes. Thanks for your patience through all the questions and everything. That concludes longer than expected, and the voice has held up, fortunately. So anyway, thanks for making the time and effort to attend today. It's appreciated by everyone on the board.
For those that are here and also those that have listened in online, we do greatly appreciate your support of Fleetwood over the years. Many of you long-term shareholders, and we look forward to you know hanging in there and delivering a return that you all have expected when you first invested in the company. Thank you.