AGM 2021

Oct 19, 2021

Ladies and gentlemen, it is now 10 am and as there is a quorum present at this virtual meeting, I declare the 2021 AGM of IDP Education Limited. Having regard to social distancing requirements and in the interests of the health and safety of shareholders, the AGM is being held as a virtual event. Details about how shareholders can participate have been sent out in the notice of meeting and online virtual AGM guide, which have been made available to you. Both documents are also available to view and download at the bottom of your screen alongside the get a voting card and ask a question buttons. I'll now formally open the poll on resolutions and encourage shareholders to submit They have written questions online. Now, shareholders are able to ask questions online during the meeting. Shareholders can also dial in and ask questions directly of me via a phone link. The phone numbers are listed in the notice of meeting. To utilize this facility, shareholders must use their unique PIN provided to them by the Link Market Services. If you don't have a phone PIN and would like to ask a question via the phone. Please contact Lynx on 1-eight hundred-nine ninety-three 63 now to get your pin. In order to ensure that all shareholders have a reasonable opportunity to comment and ask questions. I request that you do not ask more than one question at a time. Questions via the phone facility should relate to the relevant item of business being considered at that time. While we will endeavor to answer all questions today, If there are similar questions, we will answer one from the group. Also, if we run out of time, additional questions will be followed up after the meeting. Voting in today's meeting will be conducted via a poll by the online voting platform. All polls will remain open until the conclusion of today's meeting. As we move through the items of business, I will respond to questions from shareholders and proxies. So once again, welcome, ladies and gentlemen. Thank you for joining us for today's Annual General Meeting. My name is Peter Paulson, and I'm Chairman of your company and today's meeting. Also present at Today's virtual meeting are Board members, Professor David Battersby, Arianne Barker, Professor Colin Sterling, Chris Leptos Greg West Andrew Barker, our CEO and Managing Director and management representatives Judy Hutcheson, Group Financial Controller and Ashley Warmbrand, our Company Secretary and General Counsel. Unfortunately, our CFO, Murray Walton, is currently on medical leave and could not be with us today. During the past year, as the world continued to navigate the pandemic, IDP strengthened its positioned as a global leader in international education services. COVID-nineteen presents a unique challenge for our industry. However, throughout this period, we have been able to provide support for our international students and our university clients. We have responded quickly to our customers' and clients' diverse needs, largely through the strategic investments we have made in our global teams and technology. I will shortly hand over to Andrew Boxer to discuss the operational highlights of the year. However, before I do, I would like to provide a short overview of IDP's performance in the financial year 2021. IDP's resilient business model and decisive management actions have ensured The company maintained its strong industry leading position throughout the past year. Despite ongoing significant challenges presented by the pandemic, our total group revenue was down only 10% against financial year 2020 to $528,700,000 Andrew will provide further insights in the meeting into the operational performance of the business, but I'm pleased to note that our largest operation, IELTS, experienced resilient demand with overall volumes up 5% versus financial year 2020. This performance demonstrates that people are emerging from the pandemic with their dreams intact and are both looking ahead and looking abroad. IELTS is a key enabler for students and migrants aiming to achieve their global study and career aspirations. To drive long term growth, IDP maintained its investment in its people and ongoing product development during the year. This commitment to our teams and customers meant we did not fully adjust expenses to match the short term decline in revenue. As a result, profitability for the year was impacted with adjusted EBIT down 35 percent to $71,800,000 and adjusted net profit after tax down 36% to $45,000,000 Importantly, our disciplined capital management ensured that we finished the year with a very strong cash balance of 307,000,000 The solid balance sheet that we have built up has allowed us to navigate the pandemic and are now well placed to drive our sectors rebound with new opportunities. Our long term customer focused strategy, our investments in technology and our disciplined financial management underpinned a solid result in a heavily COVID-nineteen impacted period. The 58% increase in our share price during the financial year reflects not only an environment of asset price inflation, but confidence in our strategic direction and the future opportunities for the IDP Group. I'm also happy to note that during the year, we were included in the S and PASX 100 Index, which is a significant milestone for your company. From a strategic perspective, IDP has remained focused on our vision to build a platform and connected community, which helps international students achieved their career global career and study aspirations. We continue to invest in technology and Build our data science team. This has enabled us to provide smarter course matching for students, Leverage the insights of our global data set and improve the productivity of our expert advisors. It is this trusted human support powered by leading technology and infrastructure that sets IDP apart from other technology enabled players in our sector. This rapid innovation is being replicated across to all business lines. We have embedded global systems for virtual counseling applications and events. And in our IELTS business, volumes are rebounded, boosted by our investment in technology and improving the customer experience. Throughout all the innovation and strategic programs of the past year, It was the strength, expertise and compassion of IDP's people that shone through. Our team supported each other as well as our customers and our communities through the wide ranging challenges of the pandemic. Now 12 months on, we are capturing new opportunities and most importantly, supporting more people to reignite their global ambitions. To you, our shareholders, we are extremely grateful for your support as we strive to transform the company and our industry during these unprecedented times. I will now hand over to Andrew for his operational update. Thank you, Peter. Good morning, everyone. It is my pleasure to present the operational update for the financial year of FY 2021. As Peter has we are emerging from FY 2021 with a strong balance sheet and took critical steps to further strengthen our leadership position In preparing the industry for recovery, importantly, we kept our talented teams together to fulfill on the industry rebound and continue to drive our product and service innovation. Customer intent to study, work and migrate abroad remains very resilient and we're seeing that as we come into this year. Strategically, we are focusing on rebounding and accelerating our leadership position in the year ahead. We saw strong demand for IELTS with a 5% increase in test volumes versus FY 2020. We administered 1,150,000 tests last year, which reflects the resilience of our customers. And in fact, we were on track to deliver around 10% growth in IOPS, but unfortunately were impacted by the devastating second wave Our customers, our staff and their family members were heavily impacted by COVID-nineteen And our thoughts are with those that lost loved ones during the past year. Despite the huge disruptions caused by the pandemic, I'm pleased to report that we are seeing a continued recovery in volumes across the network. We had a strong performance in the Q1 of FY 'twenty two expansion of the IELTS network. During FY 2021, we added an additional 100 new computer delivered test centers, which has assisted in providing operational flexibility when government restrictions limited the delivery of paper based testing in large venues. Understandably, given continued border restrictions, our student placement volumes were down 25% on the year prior. The number of students enrolling in Australian institutions suffering the biggest decline. Northern Hemisphere study destinations fared much better With the U. K. Reporting a 4% increase in volumes with students traveling to the U. K. To commence their studies despite ongoing restrictions, Underlying demand for IDP's other key destination, Canada, continues to grow. However, border closures and delays in visa processing Overall volumes were down 12% for the year. We are seeing strong signs of recovery And we have started the year well with finalized student volumes to our Northern Hemisphere destinations up 120% In the Q1 of FY 2022 versus the same period last year, Australia remains relatively weak With students waiting for clearer signs of border reopening, finalized student volumes to Australia were down 24% in Q1 FY 2022 versus the same period last year. Digital Marketing performed very strongly through our IDP Connect business With revenue up 8%, which reflects the trust and the innovation that we have in our data insight services and our digital marketing services to help our clients prepare for the rebound that they are so eagerly focused on. Our data insights and consultancy services grew 110% year on year and our leading Crossroads research proved a crucially important resource for institutions, industry and governments. This again highlighted the value of our unique global dataset and research expertise. For English Language Teaching, we experienced a 22% reduction on courses delivered Due to school closures during lockdown. However, the team seamlessly transformed the business from physical to virtual. As a testament to their efforts and success, our schools in Cambodia took home the Language Educator of the Year title At the recent Pioneer Awards, and we are proud of how they have made online learning available to thousands of students during the pandemic. As we look ahead to the recovery, we have consistently seen through our research that the Students are holding onto their study intentions with increasing determination. IDP Connect Crossroads Research shows that 79% of students with current offers are holding on to their plans and they are also warming to the blended model of online starts Then moving to face to face. Students' determination to arrive safely and to commence their studies on campus is also reflected In their overwhelming willingness to comply with vaccination and quarantine policies. IDP is by our student sides. Throughout this time and together with our clients, we are confident that we will reignite opportunities for more of our students. IELTS has a phenomenal brand recognition as a number one high stakes English language test. We are now strategically positioned to help more individuals pursue their work, migration or study ambitions with IONCE. And by working collaboratively with the British Council and Cambridge, we are well placed to grow our market share. In FY 2021, our IDP IELTS footprint grew with 100 new computer delivered test centers. We added 50 new websites and have a real focus on improving the customer experience. Our strategic breakthrough this year was our agreement with British council in India, which saw IDP take on sole distribution of IELTS in that market. By doing so, We are able to provide an improved customer experience for test takers and bring IELTS to more people in India. India is the largest IELTS market globally by volume and has exhibited one of the highest country growth rates in recent years. Now with the united team of IOS experts in India, a long term strategy and a clear purpose, we are set to improve the customer experience in this key global region. A key milestone achieved this year was Ios acceptance by 11,000 organizations. We continue to make significant investments in modernizing our IARTS platform and we now have an opportunity to bring a portfolio of new innovative products services to that platform, which will support our customers and recognizing organizations. We have now delivered the global platform that we set out to build, which has brought together human connections and digital innovation. In FY 2021, we're proud that our global platform flourished and grew into a connected community. This means we are now New community platforms and virtual and face to face services such as events and counseling and key human conversations that matter ensure our customers are heading into their international education journey with confidence and clarity. By combining IDP's trusted counselors with data driven solutions, our customers will also get into their ideal course faster. The success of our technology is reflected in our customers' feedback with close to 9 in 10 students saying they would recommend IDP to family and friends. At the same time, our clients will more efficiently select the students that are best positioned to thrive at their institution. This rapid innovation was replicated across all business lines. We continue to improve our Ios online support and preparation tools for IOS to give test takers the confidence to achieve their best score. As the connections between our community continue to deepen, Before I hand back to Peter, I would like to take this opportunity to thank you, our shareholders, for the support you have given IDP this past year. Our teams have worked under challenging conditions as many grappled with the far ranging consequences of the pandemic. What rose to the surface throughout the year was the IDP spirit. Our teams came together to ship oxygen concentrators From region to region, donated funds and led initiatives to show support, care and compassion. It was a true reflection of our global connected community. At IDP, we are driven by a strong sense of purpose. We are well positioned to drive this sector's recovery and we are committed to setting the global standard. IDP will ensure that our new technology empowers our customers, partners and people and brings our communities together. We are committed to ensuring our data and insights continue to inform customer focused strategies at IDP and across the industry and are a catalyst for positive change. With a team of experts in place worldwide, IDP is ready to respond to new opportunities and help our customers reignite their global ambitions. Thank you, Andrew. We will now turn to the formal business of the meeting. The minutes of the previous AGM were approved by the Board and signed by myself as Chair. The notice of meeting dated the 20th September 21 was sent to shareholders and a copy is available online on the ASX website. I propose that the notice of meeting be taken as read. I would just like to summarize the proxy and voting procedures for this meeting. Shareholders and proxy holders have the opportunity to consider and submit their vote on each resolution up to the end of the meeting. Voting will close 1 minute after the meeting has been formally closed. Following discussion on each item, the proxy results will be displayed on the screen. Where undirected proxies has been given in favor of the Chairman, I will be voting those proxies in favor of all items. I've been informed by my fellow directors and the company secretary that they will also vote any undirected proxies given to them in the same manner. Please note only shareholders and proxy holders may ask questions. Questions will be required to be entered on the virtual meeting platform using the instructions on the platform or in the virtual meeting online guide. All questions will be moderated to ensure They are appropriate to be put to the meeting. We will now move on to the items of business for this meeting as set out in the notice of meeting. The first item of formal business is Let me introduce our auditor for the 2021 financial year, Jen Carvello from Deloitte to Tomatsu. Jen is available to take questions relevant to the conduct of the audit and the preparation and content of the independent audit report. Please ask any questions that you have of our auditor on the virtual meeting platform. We will now take questions on the IDP Education Limited Financial Statements, Director's Report and Auditors' Report. We will first take telephone questions followed by written questions submitted via the virtual meeting platform. Chairman, we have no phone questions on this item. Thank you. Do we have Craig, are there any written questions submitted by the meeting platform? Yes. Hi, Pedro. We've got a couple of Questions related to general business. The first is from Claudio, the Australian Shareholders Association. Claudio's question in notes and I'll read it to you, Peter. Good morning all. Congratulations to IDP on a good year given the disruptions the world has Being faced with from the pandemic, IDP demonstrate resilience from the rebound in revenues and the opportunistic Acquisition of business in India from the British Council. Business in China has been very profitable for IDP and we understand how government policy can impact university placements, Ultimately having a flow on effect to IELTS. What is IDP doing to mitigate the risk of retaliative policy changes that could impact the business. That's the question, Peter. Thanks, Greg. The strength of IDP's business model is its diversification. We operate in over 50 countries and have multiple business lines. Whilst China is an important country for IDP, It represents only 24% of our total placement student volumes in financial year 2021, which in turn represented less than approximately 15% of our total group revenue. In that context, we are comfortable with our exposure and we'll continue to look at growth opportunities in China with an appropriate risk for a book to reward framework. Are there any other questions, Craig? Yes. We've got a couple of more on general business matters, Peter. The next bit again is from Claudio Esposito, Australian Shareholders Association. Claudio asks that IDB were fortunate enough to receive government financial assistance at the height of the pandemic. Understandably, this has prevented layoffs at the time. Given IDP's remarkable return to business, does IDP plan on handing back these funds paying it forward, so to speak. That's his question, Peter. Thanks, Craig. Look, government wage Subsidies were an economic lever designed to soften the impact of the economic downturn and incentivize employers to retain their stock. In addition to other proactive cost reduction initiatives taken by management. These wage subsidies gave IDP confidence to retain all of its staff over the past 18 months, despite a 36% fall in profitability. As a result, we believe these subsidies delivered on the objective and we have no current plans to return the funds. Thanks, Peter. Another question here, general business related, it's From Stephen Main, a shareholder. Stephen also asks around government wage subsidies and he asks particularly Why didn't we pay the CEO a bonus, in his words, when we were bailed out by the federal government through the JobKeeper scheme? How much JobKeeper did we claim, he asks? How much do we pay back? And why don't we pay back more given that our business is going well, shares are at 30 $6 and we've got a market capitalization of $10,000,000,000 So I'll just repeat that for you Peter. It's JobKeeper. Why did we pay the CEO a bonus when we receive that. How much did we claim and are we planning to pay it back? Thanks, Craig. Look, I think I partly answered the question with the previous answer. I mean, quite frankly, I think Stephen's missing the point that This was an economic lever pulled by the country's treasurer. It was really designed to stimulate the economy and not really specifically to deal with issues that occurred at individual companies. We didn't receive a great deal of funds. I think the total by way of Sustody was around $7,900,000 And actually, the amount was deducted from the results before we considered any bonus payments for the management team. I think what's lost on some people is that while the actual profits were down, The level of profitability that management achieved in the current circumstances was quite extraordinary given, as I say, the circumstances we were operating in and the impact it had on the movement of students globally. And the amount of work that the management team and all of the staff had to do to maintain our position and improve the position in terms of volumes on the previous year, it was quite an extraordinary effort. So and The market capitalization is driven by shareholders' view on the value of the company. It has nothing to do with government payments or anything like that. So I think there's a disconnect there. Thanks, Greg. Yes. Thanks, Peter. A couple more questions, if you wouldn't mind, on general business. Again from Stephen Main, shareholder. Stephen asks, question to you, Peter. He notes that you're 77 years of age. And he was interested in when you're going to retire from both IDP and Challenger, Very good. As you've served more than 15 years, he was Wondering whether the Deputy Chair or Lead Independent Director could perhaps comment on your performance and any succession planning. But over to you, Peter, On your age tenure and plans? Well, just to respond to my age, I'm not 77 years old. That's a few years away. But so that was not correct. Any question around Challenger can be dealt with at the Challenger AGM. I think that the way we've looked at my tenure at IDP has really been to look more closely at IDP as a listed entity and that has only been for the last 5, 6 years. So really to look back at IDP, which was a very different organization prior to our listing, It has a different management team. The world has sort of moved on in the new sphere of IDP. I would be very happy. It would be difficult to orchestrate at this point on a virtual meeting for any of the directors to comment on my performance. There's been no indication from any of them that I should step down. I'm not up for reelection this year. I will consider my position when my election comes around, which I do believe is the AGM next year. Thanks, Craig. Thanks, Peter. I think that's all The question is related to general business for the moment. Thanks, Craig. All right. So I think we've dealt with that. Then the If there are no further questions, I'll move on to the next item of business, which is the election of Mr. Chris Leptos. Tuition and being eligible offer themselves for reelection. Tris was appointed a Non Executive Director of IDP Education at the completion of its IPO in November 2015. Chris is Chairman of the National Heart Foundation of Australia and recently retired as Chairman of SEA Electric. In 2020, Chris was appointed by the federal government to conduct a statutory review of the National Housing and Investment Corporation Act reporting to Parliament in 2021. In 2021, Chris was appointed by the federal government as the independent reviewer of the Food and Grocery Code under the Competition and Consumer Act. He is also a senior advisor to Flagstaff Partners, a member of the advisory board of the University of Melbourne, Faculty of Business and Economics and the Advisory Council of AsiaLink. He was previously a senior partner with KPMG and Managing Partner Government at Ernst and Young, where he had national responsibility, leading the public sector and higher education practice. He is a fellow of the Institute of Chartered Accountants and a fellow of the AICD. Are there any questions on this item? Firstly, on the telephone. Chairman, we have no phone questions on this item. Drake, any written questions? Yes. Hi, Peter. I've got a couple coming through on the Internet. First one is from Claudio Esposito from the Australian Shareholders Association. Claudio asks that The ASEI group, no, through election of Mr. Leptos and Professor Sterling and that education in Australia has significantly and has Been singularly unsuccessful in putting forward female candidates for election to the IDP Board. Given EA's equity sell off, The Australian Shareholders Association sees it as inappropriate to reelect either of these 2 directors, part because of the EA Board majority will on this matter and how might you address it? Thanks, Greg. Look, we understand the issues you raise and acknowledge that our Board does not have enough diversity from a gender perspective. The sale by Educationers Australia presents an opportunity for IDP to refresh the Board before the next AGM and greater diversity, both in terms of gender and skills will be a core objective of our refresh process. Thanks, Greg. Yes, thanks. Peter, another one on the relation of Chris Laptops. This one comes from Stephen Main. Yes. Stephen notes that since 2019, Treasury Wine Estates has voluntarily written elections with directors In line with best practice that occurs in both U. S. And the U. K, do you have companies do you have listed companies like News Corp, BHP and Rio or do the institute of laws in U. S. And the U. K. What does Chris Leto think about this idea? Could Jay comment on whether IDP We'll consider following suit to lead by an example on governance by being more regularly accountable to shareholders. Such a move would also assist with managing the chair succession. Well, first of all, Quite frankly, I haven't seen the research on annual elections as being best practice. I actually believe that a director's responsibility revolves around helping set strategy for the organization. And in my book, strategy means a slightly longer term time horizon than an annual election. So quite frankly, I don't know where, Stephen, you get your research from and how you have come to the conclusion that this is best practice. But we would certainly look at all of the governance issues that affect the company on a regular basis. And I will certainly put that on the agenda. I haven't seen Many companies move in this direction. And as I say, I haven't seen any research that's been done by credible advised, which would indicate that the company and the shareholders would benefit from annual elections. So we'll put that aside. With regard to Chris Leptos, I don't really believe that Chris should make a statement, but on that basis, We can talk to Steven post the AGM if he feels very strongly about it. Thanks, Peter. One last question on the reelection of Chris Leptos. This one again from 7 am, shareholder. In the interest of full transparency, will Chris Leptos support the idea of IDP publishing a full transcript of today's AGM proceedings on its website. Could the Chair also comment on this request to follow the leads of companies like the ASX, Woolworths, Transurban and Westpac by publishing A full transcript of today's debate, not just a copy of the webcast. Well, that's an interesting question. I'm not sure that we would want to do that. I don't really see any reason why we wouldn't. We've got nothing to hide. But I don't know that all shareholders would want that sort of publication on the website. But certainly, I'll have a look at that. We can have a look at that and we can decide as a Board whether we want to do that. As I say, I don't really see any major reason why we wouldn't. Thanks, Peter. No further questions on this item of business, Peter. Thanks, Craig. All right. If we could then move on to Slide number 17, which is the election of Professor Colin Sterling. Colin was appointed as a Non Executive Director occasion in February 2018. He is the President and Vice Chancellor of Flinders University and brings more than 30 years of experience in international education in Australia, the UK and the USA. Colin is the Director of Education Australia Limited and has held various other board positions across health, academic and community organizations. Educated at the University of Edinburgh With a PhD from the University of Glasgow, Colin began his award winning scientific career at the University of California, Berkeley. Are there any questions via the telephone on the election of Professor Colin Sterling. Chairman, we have no phone questions on this item. Thanks, Bernadette. Craig, any specific questions that were written in? Yes, Ben, we've got a couple on this item. First one from Steve Main, shareholder. Is he asking around the fact that the University of Australia, He referred to Universities Australia. I'm sure he's referring to Education Australia. But he notes that they no longer control IDP. And then why is Colin running again? What is the situation with the university board representation and how much of the company do the universities Still on. He then follows on as what does Colin think about the fact that we claim JobKeeper when the universities were ineligible to apply? And should we pay that CEO's bonus when we had job, which I think you've answered, David. So the question really is The reelection of Colin, given Education Australia is sell down, how much they own and Colin's view on JobKeeper Receipt and Receipt. I must say, I would have thought Stephen with his ability to analyze companies would have known because we've made it public. But the universities have gone down to a holding of 25%. So they've sold down they still are major shareholders, but they hold the shares in the individual rights. The shares have been distributed to the individual universities in specie. They do have a period where they cannot sell the shares for the next 6 months, the balance of the 25%. So As I say, currently, the universities collectively are substantial on our register and they will make their own decisions post the next 6 months whether to hold on as and remain as shareholders individually or to sell their shares. Does that cover the question, Craig? Have I missed anything? It's probably the last bit just about Collins running again given the slowdown. Colin is eligible to be re elected. He is an extremely valuable director with a as I read out in terms of his CV, he's had terrific experience in education and many other organizations. So from that point of view, Colin is, as I say, a very valuable director to the IEP Board. Thank you, Peter. Another one on the reelection of Colin, Stephen May, shareholder. Questions are quite long, Peter, so bear with me. IDC announced $175,000,000 placement of $10.65 last year and then lifted this to $225,000,000 whilst retaining the cap On its follow on share purchase plan at just $15,000,000 Macquarie collected $5,000,000 fee based on a 2.2% commission. The discount on the day was 7.9% against the previous closing price. So there's some facts there is presented. Now, our Universities Australia owned 49% before the raising and was delivered down to 46%. Does Colin agree this ill considered diluted placement effectively cost taxpayers via universities 10,000,000 given where the share price is now sitting? That's his question, please. Great. I must say, it's very difficult to follow the tenure of that question. I'm not sure what you're getting at. I mean, the transaction we did and the fees we paid We're in the market and we negotiated the best fees we could for shareholders. So I don't understand the relevance to the universities and how this Board can be held accountable for any issues that the universities may have relative to the amount of money that was raised or the commission that was paid. Have I missed something, Craig? No, I think that's a fair answer, Peter. Good. Thanks. I would invite Stephen. I mean, that's a very complicated question, and I would like to have it in front of me in written form to really dissect it, but I would invite you at any time to raise these questions directly with the company and I'm sure we can satisfy you with the answer. Exactly, Peter. We'd be very happy to speak to him directly. Yes. Absolutely. The next question, Peter, on the same topic, Colin Sterling reelection. Yes. Stephen Main, shareholder. About 25% of the independent proxies were voted against the reelection of 1 of the university directors last year. He asked you what was the explanation for this and have any proxy advisers recommended against Collins' election today? Well, you'd be better placed. I don't have all of the proxy advice in front of me, But I do think that some of them have voted against or have suggested that shareholders vote against some of the resolutions. But as I say, I don't have all of the proxy advice sitting in front of me. I mean, they ask us that advice It's specific to whatever shareholders pay them for the advice. So as I said, I don't have it in front of me. Craig, I don't know whether you can elucidate on the and give us some advice around that. Peter, the only thing I would say is those proxy advisory firms provide their services for a fee to their clients. And we don't have the information To publicly disclose, that would be inappropriate, I think, for us to comment on those results. Good response. Thanks, Greg. Peter, that's all the questions on that item of business. All right. Thank you for that. I will move on to the next item, which is the remuneration report. The remuneration report to shareholders is contained on pages 28 to 48 of the 2021 annual report. This item gives you the opportunity to ask questions about or make comment on IDP's remuneration report. Are there any questions via the telephone? Chairman, we have no phone questions on this item. Thanks, Bernadette. Craig, are there any written questions? A couple of questions, Peter. The first one is from Claudio Esposito, Australian Shareholders Association. Claudio asks that the Australian Shareholders Association All directors have a meaningful shareholding in the company that they represent since EA has now sold off their shareholding. Are you expecting all VA directors without a meaningful shareholding to increase their shareholding for the coming Financial Year. Thanks for that, Craig. IDP's Board, Executive and employee remuneration policy does require all non executive directors to hold a minimum shareholding equivalent to the value of their annual base directors fee. This policy previously exempted representatives from Education Australia. But given the restructure of Education Australia, This rule will now apply to all non executive directors going forward. Thanks, Craig. Thanks, Peter. One more from on this topic, non executive director's remuneration, Stephen Main, shareholder, when disclosing the outcome of this Board fee resolution And all other resolutions today, will the chair agree to publicly disclose how many shareholders voted for and against each item, Similar to what happens in the scheme of arrangement. This will provide a better gauge of retail shareholders' sentiment On all resolutions. So just looking whether we'll have disclosure today, Peter, on the number of shareholders voted For and against? Do we publish that, Craig? I'm not sure that we do. Look, my understanding, Peter, is that the aggregate votes are disclosed with the number of individual shareholders ask. So no, I don't think we do this quarter. No, we don't. So the answer is no, we won't. That's right. Thanks, Peter. All right. Anything else, Trey? No, nothing more on that item of business, Peter. Okay. We'll move to non executive Director's remuneration. With the growth of the company, particularly overseas and previously announced sell down of the shares in the company by Education Australia. The proposed increase to the Board fee pool provides scope to attract and retain high caliber individuals, particularly in offshore markets and allows for board succession and expansion by Crutten and Associates indicated that IDP's board fee pool limit was well below the median of comparable ASX listed companies. This view was supported by recent Aon Hewitt Governance Institute report. So we are asking for an increase in the directors pool, but I would comment that this doesn't mean to say that we're putting directors' fees up. It is merely giving us the flexibility to attract new directors and make sure that the Board remains relevant for the company and its strategic direction. Are there any questions on this item via the telephone? Chairman, we have no phone questions on this item. Thank you. Craig? No questions specific to this item, Peter. Okay. Other business. Ladies and gentlemen, Is there any other business to be brought before this meeting as permitted by the constitution or do shareholders Have any other general questions they wish to ask of directors or management before the meeting is closed? Are there any via the telephone? Chairman, we have no phone questions. Thanks. And written questions, Craig? Peter, we've got a couple of supplementary questions from Stephen Main, shareholder. Right. I'll just read this out. First one, Peter, relates to what he describes the failure, Our priority to notify the ASICS about changes to direct to share holdings. It references the IFRS, Recent rear window columnist Joe Aston noting that this had happened before. Just bear with me. Yes. So it's one thing to know whether any processes have been changed to ensure directors, Changes in shareholdings are managed more appropriately, Peter. Thanks, Craig. Look, this was an oversight and it was rectified. There was nothing untoward, absolutely. So We have processes in place. Ashley Warmbrand is now the company secretary and our general counsel releases the processes very vigorously. So I would certainly hope that we don't make a mistake in the future. And I'm Pretty sure we won't with the processes that we have in place now. Anything else, Craig? No, that's all Peter. Stephen Main did ask one about proxy advisor recommendations for other resolutions. I think as we described before, there are private matters that can't be disclosed by us Well, I'd suggest to Stephen that he pays the fees himself to the proxy advisors, and I'm sure they will be very happy to providing with their advice. All right. If there are no further Questions are declared that the poll for all items will be closed in 1 minute. The results of the poll will be released to the ASX and available on the IDP website as soon as possible, which is expected to be later on this afternoon. So we will just wait for that poll to close. I haven't been timing yet, but I would imagine. All right. As I say, the results of the poll will be published this afternoon. And thank you, ladies and gentlemen, for your participation at today's meeting. I now declare the Annual General Meeting of IDP Education closed. Thank you very much.