Insignia Financial Ltd. (ASX:IFL)
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Apr 17, 2026, 4:12 PM AEST
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AGM 2024

Nov 20, 2024

Allan Griffiths
Chairman, Insignia Financial Ltd

Good morning, everyone, and welcome to the annual general meeting of Insignia Financial Limited. I would like to acknowledge the traditional custodians of the country in which we meet today and recognize their continuing connection to lands, waters, and communities. Here in Melbourne, I acknowledge the Wurundjeri people of the Aulin Nation and pay my respects to Aboriginal and Torres Strait Islander people and their cultures, to elders past and present. We have a quorum here, so I'm pleased to declare the meeting open.

Welcome to those shareholders that are attending in person, and I'm also delighted to extend a warm welcome to our shareholders who are participating through the webcast. The minutes of the 2023 Annual General Meeting are available for inspection by any shareholder by contacting the Company Secretary. The notice of meeting was distributed to all shareholders, and copies are also available on the company's website.

I'll take the notice of the meeting is read. Let me outline the proceedings for today's meeting. I will start off by presenting an overview of the year and a review of our performance. Our Chief Executive Officer will then follow with his address, and the Chair and the CEO's speeches, which we'll be delivering shortly, have been released to the market and published on the Insignia Financial website. Following that, I'll table the financial reports and invite questions or comments.

We'll then move to the re-election and election of directors, followed by a resolution to adopt the Rem report for the year ended 30th of June 2024, and finally, the grant of performance rights to the CEO. At the conclusion of the meeting, please join us outside for refreshments. I'll now explain the questions and voting procedures for today's AGM.

Shareholders and proxy holders as a whole will have a reasonable opportunity to ask questions during today's meeting. There will be time to ask questions on each formal item of business, and there'll also be a time to ask general questions relating to the management of the company when we consider the financial report for the 2024 financial year. I ask that questions be directed to me in the first instance.

Please note that only shareholders holding a Lumi handset or a blue non-voting shareholder card are entitled to ask questions at today's meeting. There are members of staff standing at the back of the room and the aisles with roaming microphones. Please raise your hand, and an attendant will bring a microphone to you.

Where undirected proxies have been given to me as Chair of the meeting, I confirm that, as set out in the notice of meeting, I will vote the undirected proxy in favor of all resolutions as part of items two, three, and four. I confirm that I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. Following discussion on each business item, I will display details of the proxies received on the screen behind me. The final results of voting will be released to the market as soon as they become available.

Let me begin by introducing the other directors: Scott Hartley, our Chief Executive Officer, Andrew Bloore, Elizabeth Flynn, John Selak, Michelle Somerville, Gai McGrath, and Jodie Hampshire. I'd also like to introduce Dean Waters, who is representing the company's auditors, KPMG. Also from our share registry, Boardroom Pty Limited, we have Steve Hodgkin and his team. Steve will act as the returning officer for the poll to be held later in the meeting.

Also today is our Chief Financial Officer, David Chalmers, Adrianna Bisogni, the Group Company Secretary, and Mel Walls, Chief People Officer, and other members of the executive team. I'd now like to move to my address.

Before I take you through the highlights of the year, I want to start by addressing our decision to pause the final dividend for the year. We are aware of the disappointment that this has caused, but I want to reassure everyone that the board has not changed the dividend target of 60%-90% of underlying net profit after tax (UNPAT), and we view the pause in final dividend as temporary only.

This was required to further strengthen our balance sheet, and we are confident that protecting the balance sheet is the prudent decision and view of the macroeconomic outlook and will support our accelerated cost reduction plan, finalization of remediation, and provide flexibility for strategic growth opportunities. It is unlikely that we'll declare an interim dividend for the first half of full year 2025, but I'd like to reiterate that we do consider this to be a pause only, and our target remains at the 60%-90% of UNPAT.

The past year was one of significant leadership renewal for Insignia Financial. Our new Chief Executive, Scott Hartley, who is here with me today, commenced on the 1st of March. Scott brings significant industry and strategic leadership experience, and his appointment was key to providing a fresh perspective to lead the next phase of our strategy to drive sustainable growth, which I'll comment on later in my address.

Leadership renewal was also evident at board level. We routinely assess the composition of the board against our strategic plan to ensure we have the right knowledge, skills, and experience to guide the business into the future. Today, we are fortunate to have two new non-executive directors standing for election: Miss Gai McGrath, who was appointed on the 4th of March, and Miss Jodie Hampshire, who was appointed on the 1st of May.

Gai and Jodie both bring significant wealth management industry experience to the board and particularly well-developed skills in the area of strategic planning and organizational transformation. Gai also brings expertise in operations management and optimization, and Jodie in investment management and performance. Their particular skill sets allow for a balance of fresh perspectives with the retention of corporate knowledge. With the addition of Gai and Jodie, the board and I are confident that we have the right mix of knowledge, skills, and experience to guide the business into the future.

John Selak and I are both standing for re-election today. John has signalled his intention to step down from the board at next year's AGM as he reaches his nine-year anniversary. It is important to renew and refresh the board, but the board is also cognizant of the need to ensure there is a smooth transition and that knowledge of our business and critical skills and expertise are retained.

The regeneration of the board must be balanced with the organization's need for stability, particularly at a time when there is such significant leadership renewal at both the board and executive levels. The board recommends a vote in favor of all directors standing for election or re-election today. I'd also like to take the opportunity to bid farewell to Elizabeth Flynn.

As foreshadowed in previous announcements and with her successor, Gai McGrath, now in place, Elizabeth will step down from the Insignia Financial Limited board at the conclusion of today's proceedings. I'd like to thank Elizabeth for her outstanding contribution and commitment to Insignia Financial over the last nine years. Thank you, Elizabeth.

Over the past 12 months, we continue to improve our risk governance framework, and our superannuation trustees have made progress on meeting the commitments under the rectification action plan agreed with APRA. In July, APRA accepted a court-enforceable undertaking by one of Insignia Financial's superannuation trustees, OnePath Custodians Pty Limited, or OPC. OPC has acknowledged APRA's concerns and committed to completing the remediation of impacted members.

In September, Danielle Press was appointed as a non-executive director of Insignia Financial's trustee boards, and she'll commence her role as chair on the 25th of this month. Danielle brings strong insight into regulator expectations and perspectives, as well as industry knowledge, and her appointment highlights our ongoing focus and commitment on uplifting our risk governance culture. I'd like to take this opportunity to thank the trustee's chair, Lindsay Smartt, who, after five years with the organization, has decided to step down.

Lindsay has played a significant role in how we at Insignia Financial look after our superannuation members and their best interests. The company also recently announced a new operating structure and executive team changes. This new model and executive team, which comprises a mix of new external appointments and existing executives, will enhance our end-to-end accountability and improve risk management and governance, with the intention of delivering better outcomes for clients and shareholders.

Our results for full year 2024 show that we are gaining momentum, and Scott will speak to this during his address. But obviously, there is still more to do. Full year 2024 is a year of delivery on strategic priorities, simplifying our business and laying the foundations for long-term sustainable growth. While our current strategy for full year 2024 and 2025 is focused on separation, simplification, and governance uplift, our new full year 2026-2030 strategy, which Scott will speak to shortly, will shift the focus towards sustainable and profitable growth.

This growth focus aims to capture the benefits of our size and scale and leverage our market position to deliver long-term earnings growth to our shareholders. The strategy, which we announced last week, has been developed over the last six months. The board has worked closely with management to identify the most important strategic priorities to drive earnings growth in the years ahead. The five-year horizon is deliberate because we know the strategy will need this time to deliver year on year. We're now working with management to get this strategy off to a strong start.

In full year 2025, we continue to focus on our cost optimization program, accelerating this leading into our new strategy for full year 2026. We are also progressing our evolving environmental, social and governance agenda.

In the past year, we adopted the National Work and Family Standards Framework, which encompasses flexible working arrangements, parental leave, leadership culture, family care, and family well-being. The adoption of this framework certified us as a family-inclusive workplace employer. We continued our commitment to the community through the Insignia Community Foundation.

In full year 2024, the foundation revisited its community investment strategy to provide better clarity on its purpose and how it's addressing challenges in society that align with its impact on areas of financial well-being, basic needs, reconciliation, mental health, and diversity and inclusion. We also focused more of our time on volunteering, filling almost 2,000 voluntary engagements in full year 2024. Against a backdrop of persistent inflation, high interest rates, and increasing geopolitical uncertainty, we've made strong progress on our commitments.

I'm confident that full year 2025 will see the delivery of our accelerated current strategy and position us well for embarking on our new strategic priorities. I'd like to thank you, our shareholders, for continued support while we strengthen our business, deliver on our strategy, and further position ourselves for sustainable and profitable growth. In closing, I extend my thanks to the Insignia Financial Board of Directors and the boards of our responsible and registrable superannuation entities for their expert guidance.

Also, thank you to the Board of Insignia Financial for the work they continue to do on an ongoing basis. I want to express appreciation to all our employees, our customers, for their persistent support over the past years. I'd now like to hand over to Scott to share an update from the business and talk more about our new strategy. Thank you, Scott.

Scott Hartley
CEO, Insignia Financial Ltd

Thank you, Allan, and thank you all for attending our 2024 Annual General Meeting. I'm honored to be here in front of you all at my first AGM as Insignia Financial's CEO. It is pleasing to report that Insignia Financial delivered an improved underlying net profit after tax of AUD 217 million for the year ended 30 June 2024, an increase of 13.6% over the prior year on a continuing operations basis. We're also seeing positive momentum in the underlying business driven by revenue growth and higher average funds under management and administration, otherwise known as FUMA.

Our average FUMA of AUD 301 billion, up 3% on the prior year, reflects the benefits of scale and positive market conditions. Net revenue in our platform segment increased by approximately 1%, supported by strategic repricing and consistent inflows into our Expand wrap platform.

Workplace Super again delivered positive net inflows of AUD 1.4 billion in FY 2024, thanks to organic growth. However, these positive flows were offset by outflows in our Legacy wrap platforms and Personal Super division, and we are implementing plans to arrest this outflow. Another major achievement in FY 2024 was the successful completion of the largest single wrap migration in Australia's platform industry. We migrated AUD 38.6 billion from MLC Wrap to Expand, marking a significant step in capability, driving scale and operational efficiency.

The migration has already begun to deliver tangible benefits, with further scale expected to enhance efficiency across the business. Looking forward, we're on track for separation from NAB this financial year, with the program's final major milestone planned to occur this month when we transition over 700,000 member accounts from NAB into the Insignia Financial environment. Our cost optimisation efforts have yielded promising results.

In FY 2024, we exceeded our targeted cost savings, achieving optimization benefits of AUD 71 million, resulting in a net cost reduction of AUD 24 million. However, there is much more to do, and we are accelerating our efforts this financial year, targeting a net cost reduction of AUD 60-65 million. Simplifying and optimizing our business remains a top priority, and during FY 2024, in an effort to reduce complexity, we've made key decisions, including the divestment of IOOF Ltd, Millennium3 Financial Services, IOOF Insurance Brokers, and Godfrey Pembroke.

Another significant milestone was the successful separation of Rhombus Advisory, our self-employed advice licensee business, on the 1st of July 2024. This business, comprising Consultum, RI Advice, and TenFifty, is now majority owned by the financial advisors that it serves.

We have kept a minority equity stake while continuing to build relationships with Rhombus licensed advisors and focusing on growing our retained employed advice businesses, Shadforth and Bridges. As Chief Executive Officer since March this year, I feel a profound responsibility to steward this business into the next phase of growth. During my first months in this role, I dedicated time to listen and engage with stakeholders, including shareholders, regulators, advisors, clients, and customers.

This feedback has been invaluable as it allowed me to assess what we are doing well, where we need to improve, and opportunities for growth. Insignia Financial has made several notable acquisitions in recent years, which have given us the size to compete in the wealth industry. However, our efforts focused on separation and integration. We have not yet fully realized the scale benefits for our customers and you, our shareholders.

Today, we are Australia's largest diversified wealth management business. We have a powerful combination of capabilities that enable us to serve a broad and diverse range of customers. Our contemporary proprietary wrap technology delivers leading-edge solutions for financial advisors and their clients. The Shadforth and Bridges Advisory business set the benchmark for high-quality advice to their clients, and our strong multi-asset investment management capabilities generate competitive returns for super fund members and advised clients.

We have size, but we have been restrained by complexity and inefficiencies and are yet to realize the benefits of economies of scale or our growth potential, which is critical for our long-term sustainability. Being an efficient business will reduce the cost to serve, enabling us to be competitive and create sustainable value for you, our shareholders. That's why simplifying and optimizing our business remains as a top priority.

We are committed to executing the FY 2024-2025 strategic initiatives that we announced in July last year before embarking on our FY 2026-2030 strategy. Before I talk about that strategy, it's worth sharing some perspective on the operating context for this business. The superannuation industry is structurally positioned for long-term and sustainable growth. Our retirement system, as I prefer to call it, is the envy of the world. It will provide a comfortable retirement for millions of Australians, and it solves significant challenges for governments in supporting our aging population.

This strength rightly comes with high expectations from both our customers and regulators. Insignia Financial is well positioned to meet these expectations, and we are uniquely positioned to compete in this structurally strong industry that has many years of growth runway ahead.

In this context, our 2030 vision is for Insignia Financial to be Australia's leading and most efficient wealth management company by 2030. We will use the breadth of our businesses to deliver innovative and quality outcomes for our clients, driving double-digit earnings growth for our shareholders. Our strategy is underpinned by eight core beliefs that I'd like to share with you today. Firstly, the trust is foundational. We're in the business of making and delivering on promises to our customers. It's that simple.

Secondly, advice is valuable. There is an unmet need in the Australian community for quality financial advice, and it can make a huge difference to people's lives. Thirdly, customer obsession supports innovation. By focusing on our customers, by seeking to understand them and meet their expectations, we will drive ourselves to innovate.

Fourthly, AI is transformative. Now, the talk of AI is in every industry, but in wealth management, the benefits of meaningful and scalable AI is meaningful and scalable. We are already on this journey, having implemented AI and robotics at Insignia since 2020. Fifth, scale is required to compete. In our industry, scale is a meaningful competitive advantage. Our strategy is to aim to turning our size into scale. Sixth, shareholder and customer objectives are aligned.

This is one of the great privileges of leading this business. When we get it right for customers, we will be delivering for shareholders. We do not need to contemplate trade-offs in this regard. Seventh, corporate group collaboration creates value. This is already evident in our business, and our refreshed executive team is set up to drive more results in this area. Therefore, the value of each of these businesses should be greater together than apart.

Finally, a high-performance culture is essential. I'll simply say that I know this from my previous experience in executive roles, and it's a priority for us going forward. We have some of the strongest brands within the wealth industry, and we look forward to unlock their potential as we move from operating nine brands to three. There is strength and reputation in the MLC brand, which will be our primary consumer brand moving forward, and we will progressively retire other consumer brands.

Our simplified brand offering will reposition MLC in the market, turning latent awareness into active consideration, as well as supporting the Shadforth and Bridges Advice brands. There has never been a better time to be in advice, and we intend to increase advisor efficiency to help them meet the advice needs of more Australians.

We plan to grow our superannuation business by improving our cost competitiveness and developing and marketing a digital direct channel, and to encourage more Australians to choose MLC for their superannuation needs. As the superannuation system becomes more focused on income in retirement, we will launch innovative solutions into our wrap and superannuation offerings. By extending the use of our asset management capability, we'll create investment portfolios for a broader range of solutions and platforms.

We will expand our AI capability, becoming an AI-enabled organization delivering positive outcomes for our people, customers, and shareholders. All of this will be underpinned and enabled by developing our talented people and operational structure to demonstrate the attributes of a high-performance culture. Culture is of paramount importance. A strong culture is what enables execution of strategy and operational performance.

It is essential that we build a high-performance culture focusing on rewarding the teams that are performing and adding value. Earlier this year, we announced a new operating model and a refreshed executive leadership team, most of whom are present today. Our business is now organized into four dedicated lines focused on specific customer segments and competitive landscapes.

Firstly, advice. Secondly, master trust, or what we call also pooled superannuation funds. Thirdly, the wrap platform. And finally, asset management. These business lines are supported by specialist enablement and governance functions to ensure that each is equipped with the necessary resources, expertise, and strategic oversight to achieve their objectives and maintain robust operational standards. The changes to our operating model provide enhanced efficiency and allow for tailored strategies that drive profitable growth and ensure customer satisfaction.

Each executive has end-to-end accountability and is empowered to compete effectively in their respective market while driving performance and strong risk management across their business. These decisive changes address the feedback I received in the first few months of my time here and will ultimately allow us to simplify and streamline our operating model to ensure we are better aligned to deliver long-term sustainable growth.

I strongly believe we have the opportunity to be an industry leader, and these changes will support meaningful and sustainable improvement in operational efficiency and economies of scale, enabling our business to be more competitive and support mature risk management and governance. In October, the majority of our employees voted in favor of Insignia Financial's 2024 enterprise agreement.

The new enterprise agreement is a significant milestone in our organization's integration journey, bringing six instruments into a single instrument for the first time in our organization's history. It creates a unified workforce as we embark on building a high-performance culture. Without our talented and passionate people, we would not have been able to achieve all that we have achieved in this last year, and I am deeply grateful to our entire team for their hard work and commitment.

With recent changes to the executive team, Mark Oliver and Chris Weldon have left the company, and Frank Lombardo will be leaving early in 2025. I would like to acknowledge and thank them for their outstanding contributions to our business for more than a decade. In closing, I appreciate the responsibility that comes with leading Insignia Financial.

I'm optimistic about the future of the company and confident that we are well positioned to deliver exceptional outcomes for our stakeholders, particularly our customers and you, our shareholders. I would like to extend my sincere thanks to the executive team and the board for their continued guidance and support. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

Thank you, Scott. Before I move to the first item of business, let me cover some procedural matters. Once voting opens, in-room attendees will be presented with the list of today's resolutions on their voting keypad. Use the trackball to highlight the resolution you wish to vote on and press the green square to confirm. The resolution text will appear.

Bring up the voting options by pressing the green square. Press one to vote for the item, two against, or three to abstain. To move on to the next item, press the green square or return to the full list of items. Press the red triangle. I now declare voting open on all items of business. I'll give you a warning before I close the voting. Please feel free to vote at any point during the question and answers.

I'll also report on the number of proxies received by 9:30 A.M. on the 19th of November at the conclusion of the discussion on each item. We will now proceed to the first item on the agenda. The first item of business is the tabling of the financial reports and the Directors' and Auditors' Reports. The financial statements of the year ended 30th of June 2024.

The Directors' Report and Auditors' Report were included in the 2024 Annual Report. They are also available on the Insignia Financial website. There is no vote required on this item of business. Shareholders will have the opportunity to raise questions on these reports or any aspect of the company's operations. Shareholders may also ask questions of the company's auditor.

Such questions need to be relevant to the conduct of the audit, the preparation and content of the Audit Report, the accounting policies adopted by the company, and the independence of the auditor. I've been advised there have been no questions for the auditor received ahead of today's meeting. There is a separate agenda item dealing with the Rem Report. I will address questions about Rem matters when we consider that item of business. I ask that you save any questions in relation to Rem matters until then, please.

There'll be no vote on this first agenda item. It is a discussion item only. I may refer questions on operational or accounting details to management. Thank you to those shareholders who submitted questions in advance of this meeting. Answers to the questions received in advance of shareholders will now be answered.

In response to questions about when the next dividend will be paid, as mentioned in my address, it is unlikely that we'll declare an interim dividend for the first half of full year 2025. But once again, I reiterate that we do consider this to be a pause only, and our target remains at the 60%-90% of UNPAT. Shareholders also commented that advisors who are the cause of remediation activities gained financially and have effectively lowered the share price of IFL, resulting in a pause on the dividend. The observation is that those advisors should return their commission.

We understand and share your frustration with the impact that the actions of some advisors have had in terms of large-scale remediation and the flow-on impact on the group. The group does have insurance policies that cover professional indemnity for some elements of the remediation, mainly quality of advice.

We have lodged the first tranche of claims and intend to vigorously pursue all insurance options we have, although it's too early to assess the likelihood of success. We'll keep all shareholders informed on progress with insurers. I now open the matter item one, receipt of financial statements for discussion. I ask that you please state your name and the name of anyone you are representing today, and then ask your question. If you wish to ask a question, please raise your hand, and someone will hand you a microphone.

If you have a question on the Rem Report, please hold that question until we reach item three. Please note that only shareholders holding a Lumi handset or a blue non-voting shareholder card are entitled to ask questions at today's meeting. In the interest of time, I ask that please ask one or two questions.

Please, I open up to questions. I've just got a microphone coming.

Speaker 8

Thank you, Chairman. I have a couple of questions. I'll ask one firstly about the MLC wrap integration. You spoke about the successful integration of the very large move from MLC across to the IFL Expand. I just have a question from a customer perspective. I was an MLC customer and moved across. It did seem to go fairly well apart from it was a little bit mixed in a few issues, and my pension dates were actually changed on me without consultation. And your service quality seems to have deteriorated on that as well.

When I used to be able to pick up the phone and ring the MLC customer service, it was fairly quick, but it's very difficult to get through now. I suppose that raises questions in my mind as to whether I'm not the sole person to have had such experience and whether there are other issues that you have had with customers, whether the complaint levels have gone up from customers that have migrated across from MLC, and whether this is likely to cause issues for you in coming weeks and months?

Allan Griffiths
Chairman, Insignia Financial Ltd

All right. Before you move on to your next question, perhaps as it's an operational question, I'll ask Scott if you'd like to handle that.

Scott Hartley
CEO, Insignia Financial Ltd

Certainly. Chair, can you hear me? Testing. Okay. Got it.

Thank you, Chair, and thank you for the question. Look, the wrap migration did go very well. Wrap migrations are particularly complex and difficult to deliver. And I would say on balance that it was a very good migration of a wrap platform, particularly the one of the size of MLC. There are many examples in the industry where they haven't gone well, and I won't compare to other companies' experiences. But it was a good wrap migration. That said, there are some teething issues that need to be sorted out post-migration of that nature.

Apologies that we changed your pension dates without notice. That shouldn't have happened. And the service, you're not alone. Service is still coming up to speed post that migration. Generally, the service is good, but the service for some smaller advisors and for some customers has been not where it needs to be. We recently appointed a new head of service for that business and general manager of operations for the wrap business, and she is making great inroads to the call wait times, which is the particular issue you mentioned.

So I hope that next time you call the call center, it'll be much improved. But service, in fact, for the Expand platform is an advantage, a competitive advantage for us relative to others, that we have a single-point resolution process where the person who picks up your email or picks up the call resolves that issue usually nine times out of ten on the call. If not, they will see that issue through to the end result. That's a really strong and unique position and capability in the market. We are very excited about getting that fully humming and getting those call wait times down. It's a big focus for us right now.

Speaker 8

Thank you. Second question. Sorry, I'm not sure I gave my name. Peter Wray, I'm a shareholder. I've been a shareholder. It was formerly IOOF, I think it was Australian Wealth Management before that. So over 15 years, I've been a shareholder. So it's been an interesting ride. In the earlier days, it was quite good, but the last few years, of course, have been a little bit disappointing with the dividend suspension. But I won't dwell on that at this point. I do have one other question, which I will ask, though.

I've been looking through the strategy presentation that was made last week, and Scott spoke a little bit about that. I'm just thinking some of the projections that are in there out to 2030 look a little bit optimistic or a little bit bullish. In particular, looking at asset management, around 2/3 -3/4 of your funds under management appear to be large institutional or other mandates. I guess this makes it perhaps a bit of an unstable business, given that if you lose a couple of large mandates, then you could lose a lot of funds under management fairly quickly.

So I think that could make it difficult to grow revenue in that particular business. You're talking about a revenue margin in the asset management business to be relatively flat out to FY 2030. But I think there still seems to be a lot of pressure for fund management margins, particularly with significant growth still in ETFs and other passive funds. So I guess that's a question there as to ability to maintain that margin.

In the Master Trust, the cost to serve is projected to fall from 38 basis points to 18 basis points by FY 2030. Again, this seems particularly aggressive. And how can you achieve that without actually sacrificing the quality of service in that particular business? And final question. In the wrap business, the revenue margin is meant to be fairly static, perhaps I think falling a couple of basis points by 2030. Is this realistic also given the continued strong competition from other strongly growing platforms, particularly the likes of HUB24 and Netwealth?

So yeah, just overall, I guess the question is, can those projections in the strategy be achieved? Are they realistic? If they can be, I think we would like to see some strong growth in the business. And if they can be, then it would bring some strong growth, I guess.

Allan Griffiths
Chairman, Insignia Financial Ltd

Thank you for your detailed question. Appreciate the preparation you've put into that. Before Scott goes into some of the detail, I would just, in terms of the overall presentation, obviously the board were heavily engaged in this. We had numerous board meetings prior to that presentation going to market because obviously when you put numbers out there, particularly numbers out to 2030, you've got to have some sort of confidence in the rigor that you're going to be able to get there. Obviously, as a board and management team, we believe we can.

Scott, do you want to go into some of the detail there on some of the issues that were raised?

Scott Hartley
CEO, Insignia Financial Ltd

Yes. Thank you, Chair. And you have done your homework. Pleased to see that we put these things up and people do read them. So thank you. Yes, I think we are presenting a bold plan for five years. I think realistically optimistic, right? So I'm not in the habit of putting out targets in order as the executive team or the board for that matter, putting targets out that we plan to underachieve. So I think my mother told me once to underpromise and overdeliver, and that's something I've lived by. But let me answer your specific questions.

Asset management, so while it manages over AUD 200 billion of funds under management, 120 roughly of that sits in the master trust business and is actually accounted for in the Master Trust business. So there's two-thirds, well, not quite two-thirds, but 60% of it sits in Master Trust of their total assets under management. Now, yes, they have to perform to the satisfaction of the trustee, the Master Trust trustee, and they have been. We're blessed with a great team led by a great CIO called Dan Farmer. Our manager of manager capability is the largest and strongest commercial capability in Australia.

Our manager of manager capability is probably the longest and oldest capability in the country. It started in the early 1980s when Lendlease signed MLC, in fact. That capability is what is our competitive advantage, so multi-manager capability. The asset management flows, therefore, don't include Master Trust. They're only focused on flows that go to retail advisors or through retail advisors and to institutions, as you say.

We have seen strong growth in the retail advice flows in a structure called separately managed accounts, which is a significant trend in the advice industry in the last couple of years. And we have been a strong participant, a bit late getting into that business, but we were a strong participant. And we will benefit from a flight to quality ultimately as the performance of those SMAs play out over time because Dan Farmer and team are a very good team, deliver good results. So confident on those flows, institutional flows.

In our multi-manager, we have a very strong private equity capability. We placed circa AUD 1 billion in the institutional market in the U.S. last year from our private equity business. Now, most of that was a rebalance out of our diversified funds in the master trust where the asset allocations had got ahead of their settings because of the great performance of our private equity business, so we were offloading AUD 1 billion of that into secondaries, which we placed at normal margins in that secondaries market, which was quite incredible, and it reinforces the strength of that capability, again, which has been going for over 25 years and has had great performance over that time.

We also have a strong alternatives management capability in private credit and catastrophe bonds. It's been going for over 10 years. Again, that has institutional-grade quality, and we have a lot of interest, institutional interest in that, so I can't announce anything today, but I think there's good upside for that business, then we have our direct asset management businesses, and they're quite diversified. So we have global equities businesses, we have local equities and a fixed income business, and an unlisted property business in the U.K. So there's a diverse range of businesses, pretty diversified.

So yes, one of those fund managers that we either own or part-own may lose a mandate, but somebody else is likely to be winning a mandate on the other side. And you're right, the asset management business, active management has seen a downward trend in recent years. But we have strong capabilities. These single asset managers are very good managers. They're highly rated. And I think we're feeling pretty comfortable about the sustainability of the funds flows and the margins in that business.

Master Trust margins, you're right. Again, we'll pick up that there is a significant reduction in Master Trust margins between here and 2028. Now, part of that is some repricing that we did in October this year because part of our Master Trust business was uncompetitive on some of its pricing. And that's about half of the difference over that time period, which will flow through into our FY 2026 numbers. And as we amalgamate the Master Trust funds over coming years, there's likely to be some margin compression in that. But importantly, our cost to serve is going to stay ahead of the margin compression.

So whilst margins come down eight basis points over the period, as you correctly point out, costs are coming down 10 basis points or more over the same period. So positive jaws, even darker jaws through that period, if that makes sense. So costs will go down faster than margins will go down. Wrap margins versus HUB and Netwealth is interesting because our pricing is more competitive than the wrap rate of HUB and Netwealth in particular, in particular HUB.

What they tend to do is use rate cuts with advisor groups to remain competitive. They have to. Our headline rate, which is where I prefer to compete as at the headline rate, is competitive. We're already in a competitive position. We don't see a lot of margin compression in that. We expect that others, such as HUB and Netwealth and other platforms, will need to remain competitive with us. I'm not saying we're a price leader in aggregate, but we are competitive at the headline rate. I'm pretty confident with the margins. There'll be some ups and downs. Wrap's a complex beast, as you know.

There's lots of transaction fees and pricing and administration fees and cash rates, etc., that all go to ultimately wrap up into aggregate into the margin. But we see that remaining pretty consistent. And the flows, as you would have seen, expect those to build progressively to a strong flow number in the back end of the period. So I'm glad you're impressed by our targets that we've set, but we're confident that they're reasonable. I should point out, though, and my CFO would want me to do this, those numbers aren't guidance. They are targets, and we will provide guidance each and every year as we normally do.

Allan Griffiths
Chairman, Insignia Financial Ltd

Got a microphone coming? We've got Scott's one here, then we'll go straight over there.

Speaker 9

Thank you, Mr. Griffiths, for the opportunity to speak to you. My name is Rod Lillywhite. I'm from Perth. If you'll just bear with me, you'll see where I'm coming from. I was a financial planner during the 1990s with Gannon, Grab, and Channel in Perth, which was one of the foundation firms for Channel for Shadforth. I was a shareholder. I was an initial shareholder of Shadforth. Consequently, I'm still a significant shareholder in IFL. In fact, I'm in that small group of 211 shareholders that you'll see on your annual report. Okay?

So I'm also a client of Shadforth at the moment. I say all this because I think I've got some background in the industry. I've got a fairly decent understanding of what's going on. And I still have some sort of knowledge as to how things are running through some connections in Perth and a couple of other states. I don't want to be pedantic here, but I've gone through some of the past annual reports. I've actually been over here for a couple of them. And I'm interested in the language that's being used. I continually see the word scale, synergies.

I've gone right back to 2019. Every single year, I see scale, synergies, cost reduction. And listening to your report this morning, and the CEO, you'd think that this firm is flying. Great words. The trouble is that when I look at shareholder returns, as outlined in the annual report on page 22, there's a complete disconnect. I applaud you for having sort of a long-term plan for 2030. I hope I'm still alive to receive some benefits out of them.

But frankly, you're not producing the goods. The language does not relate to performance. I don't understand why that's the case. And what it's actually doing for me is I'm losing confidence. Every time an announcement is made, our share price goes down, as is shown by recent announcements, even the last week. And so for me, who has some understanding of the business, my confidence is being shattered. And I don't know, with all of your forecasts, whether they actually come back to reality. I'd like to listen to yours. I'm not sure who needs to respond. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

I'll start off by responding, and I understand your sentiment completely. You would be only too well aware of what the industry went through with the Royal Commission. If we hadn't have made the moves to scale up the size of the business, I doubt that we're sitting here having this conversation today, to be honest. I don't think the business would have survived what was going on, and to go forward, you do need scale going forward, and Scott's used, and I've used the language too.

We are a large business at the moment that we're still in the process of converting that large business into scale and to get the scale efficiencies, and that doesn't happen overnight with all the new regulatory rules that have been coming in over the last few years that the whole industry has had to deal with. I do believe, though, we're at this important inflection point now, and that's why we went out quite deliberately last week and put a very strong stake in the ground. The business now is starting to convert that size into scale.

That is starting to happen, and I do think the market is starting to recognize that because since we were here last year, the share price has risen over 40% since last year. Albeit, I know it's coming off a low base, and I acknowledge that, and I understand only too well your frustrations of where we are, but I think you just hold the nerve and see what happens in the next couple of years because I'm quite confident that the foundations there are laid now. We have strong advisory businesses, the business that you formerly represent.

Scott was just telling me this morning how 25 of those advisors this year have just been voted in the top 150 advisors in Australia, so we do have a strong footprint there now with Shadforth servicing the high-end market. We have Bridges serving the mass market out there. We've divided the four businesses, Scott said, into clearly BusinessNow Advice, Master Fund, Wrap, Asset Management.

We've got a very clear plan there how we're going to turn that scale into taking the market on and winning in the market, and that will reflect into shareholder returns, so I don't know what more I can say to you other than the hard work has been going on in the last four years repositioning this business, putting the foundation.

The board also took the steps last year to have fresh eyes over the business, which we believe was appropriate to see if what we're intending to achieve is real and realistic. And we've got new eyes in the business that are saying, yes, this is well and truly achievable. Do you want to add any more to that, Scott?

Scott Hartley
CEO, Insignia Financial Ltd

Yeah, absolutely. Obviously, before I took this role on, I went back over annual reports and presentations, and I understand what you're saying and the words used in the past, and so I share, I guess, your point of view that perhaps not as much has happened as quickly as it could have in terms of getting the synergies from these acquisitions. What we have today clearly is size. What we haven't demonstrated or what we haven't extracted from the size is the scale efficiencies that should come from that size.

Now, we've made great progress in the last year with wrap and our advice businesses to achieve scale, right, so you're already seeing those benefits come through, and the cost reductions in the past were largely talked about at the gross cost out level, and then there were all these in costs coming back in. I don't want to talk about gross cost out. You'll never hear me talk about gross cost out. I only care about the net cost out.

So what is the number this year, and how much is it coming down by? Because that's what counts. It doesn't matter how much cost you think you're taking out of the business. If the same amount of cost is coming back in, it's irrelevant. So we will only talk net cost out. I think my language today was tempered in terms of where we sit. But the opportunity is real and significantly, and I'm very excited, and I'm very optimistic about that opportunity. And the market response to last week's announcement, as you say, there were some targets put out there, intentionally, quite boldly put out for three years and five years.

They're saying, "That's great, but we want to see some delivery." Okay? So they liked the plan, and it's now on me and the executive team to deliver to that plan. As I said to the gentleman earlier, I'm not in the business of overpromising and undelivering. So that's not how I roll. So as Allan said, I appreciate your frustration, and I hope that we're having a different conversation here next year.

Allan Griffiths
Chairman, Insignia Financial Ltd

Sorry.

Speaker 10

Mr. Chairman, Lloyd Dean is my name. I'm speaking as a small shareholder, self-retired, self-funded retiree with my wife with MLC allocated pensions, and also as an advisor for 33 years with MLC. I just want to say the talk is cheap, mate. But in my 33 years as an agent, I was paid on performance. Your performance when people like us are living on dividends and there's no dividends, pause. Let's be honest. It's not a pause.

We're told now today we're not getting a dividend next March. Just say dividends are canceled. That's the truth because we're not getting this money back. A couple of other things. To announce a cancellation of dividends in the same month that you announce that staff are being offered five days pay for four days work, you might say on a trial basis. Once these things are on trial, they don't come back. Is that a joke? Like we're a comedy team here? In the same month, you say no dividends for shareholders. You're saying staff are going to get paid for five days for four days work.

The other thing is, and you briefly touched on remediations. I was contacted by 20 clients. They couldn't believe. MLC sent them two letters, rang them up twice on the phone, asking them to complain. They just were laughing. They got so much compensation, they couldn't believe it. Shareholders' money was just thrown away. So basically, yeah. And please, Scott, I know you come from AMP, mate, but we've seen what's happened to AMP in the last 30 years. We've heard it happen to Insignia. Absolutely. I just read on the internet that we might be getting overtaken, taken over by AMP.

It was on yesterday's internet. I don't know if that's true. I certainly hope it's not true, and excuse my French, but when I was working in the field for 33 years, particularly as a life agent, AMP was our main competitor. We didn't refer to them as AMP. We referred to them as piss in the morning. But anyway, we're all rooting for the best, but I reckon I was always paid on performance. No performance, no pay. We've just got to do better. You've got to pay dividends.

Allan Griffiths
Chairman, Insignia Financial Ltd

I'll just make a couple of comments. Just working back on some of the points, and I'll get Scott to talk about the staff piece that you raised. We're in no discussions with AMP, so we can't control market rumors out there or whatever, but there are zero conversations with AMP. We know the direction we're heading in. We've just got to get on and do it. I've already explained. I appreciate your frustration with dividends. It was not a decision made easily by this board, but we believe it can accelerate the business and get back to paying high dividends.

So I stand by the word pause because we haven't canceled dividends going forward. And we're already being upfront and flagging that the possibility of the dividend for early the first half of next year will not be paid as well. So we're just preempting that. Things could change, but because that decision won't be made till about very next year, but at the same time, we take on board and understand your frustration.

In relation to the issue regarding staff, that is just false, what was put in the press, and Scott can actually elaborate further on that.

Scott Hartley
CEO, Insignia Financial Ltd

Yes, thank you, Chair, so let me start with the four-day week or the five days, four-day work, so we did, as I said earlier, we combined six enterprise agreements into one. We've had a vote in favor by our employees and the support of the FSU for that vote.

One of the things, and it was a very minor thing that we agreed to, was trialing in a part, not the whole business, in a part of our business, a four-day week, and we were able to measure the productivity of that relative to, so we need to have good performance metrics and optics around that small part of the business that we're going to trial it, and we agreed to do that sometime in the next three years, right? Now, logically, I'm with you.

It doesn't sort of make sense that you get more productivity from that trial than you would from a normal five-day week. But we have committed to the trial. It's something that the FSU is passionate about. Funnily enough, the share price went up after that was announced, which was quite strange. But I think I am open-minded about that trial. Again, it's a small part of the business, sometime in the next three years, and we'll see what happens from that. But like you, I'm skeptical.

Just to be clear, remediation payments from MLC advisors or ex-MLC agents, we didn't make those payments. NAB made those payments, right? So NAB, in cleaning up the past of its advice businesses, I think decided to take a fairly generous approach to repaying advice fees paid by customers. We had no involvement with that at all. It wasn't paid for by our shareholders, and I understand, and I've heard those stories too, where clients are sort of saying, "Why am I getting a check for AUD 5,000 or AUD 10,000 or AUD 20,000? I don't deserve that. I actually got the advice. I actually was very happy with my advisor."

Some clients didn't even cash those checks out of protest. Some donated them to charity, so not of our making. That said, the regulator has very high expectations on the standards on quality advice and fees that are charged and the services expected to be delivered for those fees, and those very strict expectations and interpretations of obligations, unfortunately or fortunately, what we have to comply with when we make remediation payments. Pleased to say, we are done with remediation payments for advice. We have provided for everything at the end of the program.

And whilst we're still remediating paying some of those clients out, we've provided for everything in the half to or the full year to FY 2024. Finally, on A&P, I was there for three years, sir. I came in after the Royal Commission, after some of the own goals that the organization had with Bowler and the appointment of a certain executive to the executive. So I came in all after that, and I came in to try to fix it up and turn it around. And I'd have to say, from where it was in 2021, right, to where it is today, it's a very different business.

It's not a great business, but it's certainly in much better shape than it was. I departed A&P last year on good terms. I wish them well. And I think the A&P executive team was as surprised as you were about the media report in the paper. And I suspect it's just this market chatter happens all the time, right? And brokers or analysts or investment bankers, whoever it might be, gets a bit mischievous and wants to create a bit of noise in the press.

I mean, we had a share price spike earlier this year because apparently we were being overtaken by PE. No one knew about it. We didn't know about it. Our bankers didn't know about it. No one knew about it. It's complete nonsense. So I would advise you not to pay too much attention to that sort of rumor mill in the press because it's nonsense. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

Any further questions? If there are no further questions, I declare that the financial statements and reports have been tabled at the meeting and have been duly received and considered. The remaining items in the agenda require resolutions from the meeting. Following discussion on each item of business, I will display details of the proxies received on the screen behind me. As the next item relates to my re-election, I'll hand over to Andrew Bloore. Andrew is also Chair of the Nominations Committee to chair this part of the meeting. Thank you, Andrew.

Andrew Bloore
Independent Non-Executive Director, Insignia Financial Ltd

Thank you, Allan. The next item is the re-election of Allan Griffiths as a director. Allan has been a director of the company since 2014. Allan is the Chairman of IFL Board and a member of the Group Risk and Compliance Committee, the Group Audit Committee, the Group People and Remuneration Committee, and the Group Nominations Committee. In accordance with the company's constitution, Allan holds office until this meeting and, being eligible, offers himself for re-election.

Allan has more than 40 years experience with a deep understanding of the financial services industry. Allan has had a number of executive positions within the industry, most notably as the Chief Executive Officer of Aviva Australia and later Managing Director of South Asia at Aviva Asia, based in Singapore. Prior to joining Aviva, Allan's executive positions were with Colonial and Norwich Union. Allan is the Chairman of Metrics Credit Partners, the Chairman of St Andrews Insurance Group Australia, and Allan has been a Non-executive Director of Nivalo Financial Services Group since January 2023.

Allan is also an independent Director on the following Insignia's financial subsidiaries: IOOF Limited, Life Pty Limited, MLC Wealth Limited, OnePath Investment Holdings Pty Limited, and Australian Wealth Management Limited. Allan has brought a highly valuable set of financial services skills and expertise to our board. Your board endorses and recommends the re-election of Allan as a director. I've asked the company secretary to advise whether any comments or questions have been received in relation to Allan's appointment, and they confirm that no such questions have been received.

Are there any questions from the floor? Sir.

Speaker 11

Thank you. Just a question in regard to the process that will likely take place in looking at the chair movement to a new chair at some point. Allan has been on the board for 10 years and in the role as Chairman for five years. So I'm just wondering what sort of steps are likely to be taken in terms of a potential new chairman in the future?

Andrew Bloore
Independent Non-Executive Director, Insignia Financial Ltd

Certainly. Clearly, we have a process which we have already started in relation to the renewal of directors within the board. It is something which isn't always an ongoing matter for the board is considering. It's both its chair and, as you've seen, the appointment of the CEO in this term. We are asking to reappoint Allan as Chair for this next period. Any other questions? Thank you. The company has received the proxies displayed on the slide in relation to this resolution. The chair will vote open proxies in favor of the resolution. I'll now hand back to Allan. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

Perhaps just a little bit more detail to your question that you asked. Obviously, it's evident that this is my last term as Chair, and we start the process next year to replace directors as part of the refreshment process. So that process will happen over the ensuing months and time ahead. The next item, 2B, is the re-election of John Selak as director. John has over 40 years experience in the financial and advisory services industry.

From 2000 to 2016, he was a partner in the corporate finance practice of Ernst & Young, providing valuation services to a broad range of local and international clients and also serving on their global corporate finance executive. From 2014 to 2017, John was an Advisory Board Member of Quest Apartment Hotels. From 2016 to 2020, John was a Non-exec Director of National Tiles and Chairman of Corsair Capital until April 2021.

From November 2021 to December 2023, John accepted a part-time role within the office of special manager for the Melbourne Casino Operator as Deputy Special Manager governance risk and assurance. John is currently a Non-exec Director of Turosi Food Solutions and the Insignia Community Foundation. John is currently Chair of the Group People and Remuneration Committee and a member of the Group Audit Committee, Group Risk and Compliance Committee, and Group Nominations Committee.

John is also an Independent Non-exec Director on the boards of the following Insignia Financial subsidiaries: IOOF Holdings Trustee Pty Ltd, IOOF Investment Management Services, MLC Asset Management Limited, MLC Investments Limited, Navigator Australia Limited, and OnePath Funds Management Limited. John intends to step down from the IFL board at the 2025 AGM, having joined the board in 2016, given he will reach his nine-year anniversary.

This practice is in line with company policy and good corporate practice for non-executive directors. Your board endorses and recommends the re-election of John as a director. I've asked our company secretary to advise whether any comments or questions have been received in relation to John's appointment, and they have confirmed that no such questions have been received. Are there any questions or discussion from the floor in relation to the re-election of John Selak? The company has received the proxies displayed on the slide in relation to this resolution.

I intend to vote any open proxies that I hold in favor of the resolution. As part of the board renewal process, the board has appointed Gai McGrath to IFL's board as an independent non-executive director, effective 4 March 2024.

As previously announced, Elizabeth Flynn will step down from her role as a director and chair of the Group Risk and Compliance Committee, at the conclusion of this meeting. Gai was identified as the most appropriate replacement for Elizabeth and is the natural successor to Elizabeth as chair of the Group Risk and Compliance Committee. Gai has more than 37 years of experience in financial services and legal industry in Australia, New Zealand, and the U.K.

In addition to having held a number of non-executive directorships across the listed, government, and not-for-profit sectors, Gai is a former chair of BT Funds Management and Humanitix. Gai has previously held a series of executive roles within the Westpac Group centered around retail banking and wealth management.

Gai was also a lawyer in private practice and, prior to her time at Westpac, worked at Perpetual Limited as General Counsel and Company Secretary. Gai is a Non-exec Director of Steadfast Group, where she chairs the People, Culture and Governance Committee, Waypoint REIT, where she chairs the Risk Committee, and HBF Health, where she chairs the People, Culture and Risk Committee. From 2016 to 2024, she was also a Non-exec Director of Helia Group, where she was Chair of the Risk Committee and Toyota Finance Australia.

Gai is currently a member of the Group People Risk Committee, Group Audit Committee, Group Risk and Compliance Committee, and Group Nominations Committee. As previously mentioned, she will take up the Chair role for the Group Risk and Compliance Committee at the retirement of Mrs. Flynn at the conclusion of this meeting. Our board endorses and recommends the election of Gai as a director.

I've asked our company secretary to advise whether any comments or questions have been received in relation to Gai's appointment, and they have confirmed that no such questions have been received. Are there any questions or discussion from the floor in relation to the election of Gai McGrath?

Meena Wahi
Voluntary Company Monitor, Australian Shareholders' Association

Good morning, Mr. Chair. My name is Meena Wahi. I'm a voluntary company monitor with the Australian Shareholders' Association. My question today is, in reference to 2C and also to 2D, what is the process being used to hire new directors on the board in context of, in reference to the board skill metrics? And if I may, please also comment on the earlier question about increasing productivity by introducing a four-day week.

The Australian Shareholders' Association would like to say that there have been similar experiments used in the past, going back to the Hawthorne experiments, which was about the amount of light in the room, and apparently reducing the light also increased productivity. And similar suggestions that have been used in the past is about using a different color for the paint. Therefore, not compromising on the amount of dividend to be paid out, other means might be used for increasing productivity and also keeping the shareholders happy.

Allan Griffiths
Chairman, Insignia Financial Ltd

Thank you. Agree. First, in relation to the question regarding new director appointment, obviously the skills matrix is always used as the guiding principle that you start from at our NOMS committee, and if we can use this example with Gai coming onto the board, replacing Elizabeth Flynn, we obviously wanted someone with a legal background, someone who had experience heading up risk committee meetings and running a risk process in the business, and Gai comes with all that criteria.

Once you determine the skills that you want in a director, we generally use a search firm, and we did in the case of Gai's appointment, use a search firm, and a number of participants get put forward. We go through the interview process, and we arrived at Gai and here we are today seeking her nomination. Scott, I don't know if you want to add any further comment. I mean, productivity. Scott mentioned his address about one of the keys to success is building a high-performance culture. Maybe a quick comment on that, Scott.

Scott Hartley
CEO, Insignia Financial Ltd

Thank you, Chair. I hadn't heard those other measures. Might test those as well. Don't know how dimming the light would lead to more productivity, but anyway. So look, there have been trials done elsewhere in other industries and in financial services. Those trials, I think to date, have been inconclusive. Again, we've agreed to do a trial. We'll see how that goes. But as I said, it'll be a small part of our business where we have good performance metrics and where we can measure any differences in productivity.

Allan Griffiths
Chairman, Insignia Financial Ltd

If there's no other questions, the company has received. Oh, sorry. Yep. My apologies.

Speaker 8

Thank you, Chair, Peter Agan. Just interested to know if the new directors could perhaps give a brief statement before we vote for them? I'd be interested to know what due diligence they undertook when they decided to accept their roles with the board and also what skills they think that they can bring, given the position the company has been in over the past few years, what skills they can bring to help guide the company over the next few years. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

Thank you. Well, what I will do is I'll ask Gai to respond now, and when Jodie comes up for discussion, I'll ask Jodie then to speak. Gai?

Gai McGrath
Independent Non-Executive Director, Insignia Financial Ltd

Thank you. Hopefully, it's working. Thank you very much for the opportunity to talk about when I was first approached about joining the Insignia board, the things that went through my mind. As I make a decision about an opportunity, I always think about the industry that the company operates in and whether that's an important industry for our country. Clearly, wealth management is absolutely critical to the well-being of Australia and many, many Australians. The other thing I then think about is what role does this particular organization play in that industry?

Again, in the case of Insignia, what's so unique about it is it's one of the few remaining fully diversified value chain in the wealth management industry. And my career as an executive, when I moved out of being a lawyer in private practice into the industry, was with Perpetual, where we operated across that value chain, and then into the BT Financial Group when Westpac bought that entity. So I actually understand the value of having it end to end.

The Royal Commission clearly upended all of that, but I still see that there's a huge opportunity there. And so for me, there's a big opportunity for this organization. I really believe in the potential of Insignia. I think a lot of heavy lifting has already been done. There's still more to do, but you can see that future, and you can see how we can really pull this off, and I would love to be part of that. I think that I can make a strong contribution.

More broadly, I have sat on boards now, including listed boards, for the last eight years. And so I understand the importance of balancing the interests of our shareholders with the interests of the organization long term. So it's important to always have in mind that this is other people's capital, and it's a real privilege to be a steward of that capital as a director. So I need to be very conscious of making sure we're balancing those things.

And retail shareholders are the backbone of so many companies. Yes, institutional shareholders are the ones who people pay a lot of attention to, but I understand what it means to be a retail shareholder. I understand the importance that our stock plays in your portfolio. So I always have that in mind, as I said, on a listed board.

And more broadly, I have a background in risk and compliance that it is something I'm passionate about. Not many people are, but actually, as the years have gone on, I've realized just how important it is to get those fundamentals right and also to really drive that ownership of risk to the people running the businesses.

So the concept of the three lines of accountability and making sure the people who run businesses, which I have done in my executive career, really understand how do they manage risks, but also how do they take risks in the right way to deliver the right outcomes. So hopefully that gives you some sense of the opportunity that I saw to come onto this board.

Allan Griffiths
Chairman, Insignia Financial Ltd

Are there any other questions in relation to Gai's? The company has received the proxies displayed on the slide in relation to this resolution. I intend to vote any open proxies that I hold in favor of the resolution. And also, as part of the board renewal process, the board has also appointed Ms. Jodie Hampshire to the IFL's board as an independent non-executive director, effective from 1 May 2024. Jodie is an experienced executive within the financial services industry with over 20 years of experience.

From 2013 to 2023, Jodie held a series of executive positions, including Asia-Pacific CEO within Global Asset Manager, Russell Investments. Prior to her time at Russell Investments, Jodie worked at Mercer in several senior roles. Jodie began her financial services career with a graduate cadetship at Commonwealth Bank of Australia. She is a CFA charter holder, a graduate of the AICD, and is a director and member of the Audit Committee for the Australian Military Bank.

Jodie is currently a member of the Group People and Remuneration Committee, Group Audit Committee, Group Risk and Compliance Committee, and Group Nominations Committee. Your board endorses and recommends the election of Jodie as a director, and I've asked our company secretary to advise if we're to receive any comments prior to this meeting, Joseph. Perhaps Jodie, if you'd like to make some comments.

Jodie Hampshire
Independent Non-Executive Director, Insignia Financial Ltd

There we are. Thank you for your question, Peter. I finished my executive career a year ago, and I wanted a couple of interesting boards where I felt that my skills and experience could add value to the organization I was joining. Certainly, the size and influence of Insignia in the Australian community was very attractive to me, and I liked the idea of helping many hundreds of thousands of Australians improve their financial well-being. Insignia also operates across the wealth continuum, and I thought that was interesting and important.

In terms of the skills that I bring to the board table, I have very contemporary superannuation and investment management experience. As I said, I just finished my executive career a year ago, was Asia-Pacific CEO in my last role with a reputation for running a high-performance culture in that business, very strong focus on cost management, risk and compliance, and also a track record of successful integration of acquisitions.

I've also had experience in running a post-COVID workforce, which is interesting and challenging, and also was the commercial ESG lead for Russell Investments globally at the end of my career. So excited to work with Insignia and excited to help the board and management achieve all I think that Insignia can achieve for our shareholders. Thank you.

Allan Griffiths
Chairman, Insignia Financial Ltd

Are there any further questions? Just got a microphone coming for you. Are we up?

Meena Wahi
Voluntary Company Monitor, Australian Shareholders' Association

Jodie, as I said before, I'm a voluntary company observer with the Australian Shareholders' Association. You said you've ended your executive career, and is therefore very convenient to start looking for board positions. Do you not see this as a career for yourself?

Jodie Hampshire
Independent Non-Executive Director, Insignia Financial Ltd

Do I see board positions as a career?

Meena Wahi
Voluntary Company Monitor, Australian Shareholders' Association

Yes.

Jodie Hampshire
Independent Non-Executive Director, Insignia Financial Ltd

Yes, absolutely. I expect to be in non-executive positions for the foreseeable future. I won't be going back to executive life anytime soon, but I wanted to have two board positions initially just to have a little bit of downtime after a very hectic Asia-Pacific role for a global firm that was very demanding. But absolutely, this is my career now.

Meena Wahi
Voluntary Company Monitor, Australian Shareholders' Association

Thanks.

Allan Griffiths
Chairman, Insignia Financial Ltd

The company has received the proxies displayed on the slide in relation to this resolution. I intend to vote any open proxies that I hold in favor of the resolution.

Nenxt item, item three. The next item of business is the adoption of the Rem Report. The Corporations Act provides that the vote on the Rem Reports is advisory only and does not bind the company. The Rem Report format includes a snapshot of our policies and practices and aims to effectively communicate our Rem arrangements to shareholders. The company's Rem Report for the period ending 30 June 2024 is included in pages 37-60 of the annual report.

I'll ask our Company Secretary, Adriana, whether any comments or questions have been received in relation to the Rem Report. Joseph, any questions?

Joseph Volpe
Company Secretary, Insignia Financial Ltd

Yes, we have, Allan. The first question from a shareholder is, why are executives receiving bonuses and performance rights considering they are paid a commercial salary and given the current share price?

Allan Griffiths
Chairman, Insignia Financial Ltd

I understand the sentiment exactly of the question, but obviously, you need to meet the market, and to meet the market, you need to be providing adequate incentives for the executives. And part of that is a base salary and incentives on top of that in terms of the short-term incentive and long-term incentive.

The executive team that we have here before you, in my opinion, are an exceptionally hardworking team. I interact with the team a lot, both at board meetings and outside of board meetings. And whilst the hard work that's been going on in transforming the business over the last few years hasn't translated into the share price yet, the board are conscious of the fact that we need to have a highly motivated team to do what we need to do.

As a consequence, out of the total incentives, roughly 50% of that is achievable on total shareholder return. So there's no value given to this. If the shareholder returns are not met, then the executives simply don't get those incentives, do not materialize. So there are incentives there to match the market, to make sure that we have the right team in place, and we don't get people not wanting to be in this industry and also making sure they stay with us to achieve the job and the journey that needs to be achieved over the ensuing time ahead.

Any other questions in relation to the remuneration report? No further questions, Joseph, from you?

Joseph Volpe
Company Secretary, Insignia Financial Ltd

No further prior questions.

Allan Griffiths
Chairman, Insignia Financial Ltd

Any questions from the floor?

The company has received the proxies displayed on the slide in relation to this resolution. I intend to vote any open proxies that I hold in favor of the resolution. The next item of business is the proposed grant of performance rights to the Chief Executive Officer for the 2024 and 2025 financial years. Detail regarding the proposed grant is set out in the notice of meeting. The proposed terms for performance rights are explained in the Rem Report and include provision for variable remuneration provided in the form of performance rights as part of the company's executive incentive plan.

An explanation of the rationale and nature of the executive incentive plan is set out in the Rem Report. The executive equity plan framework supports Insignia Financial's cultural and Rem principles and measures underpinning the framework are aligned with key strategic value drivers of the business, both short and long term, to enable enduring performance.

Both the 2024 and 2025 performance rights, upon which I'm now asked to vote, will be assessed against two hurdles: total shareholder return and reputational score. I've asked our company secretary advisor whether any comments or questions have been received in relation to the grant of performance rights to the CEO, and they have confirmed that no such questions have been received. Are there any questions or discussion from the floor in relation to the grant of performance rights to the Chief Executive for the 2024 financial year?

The company has received the proxies displayed on the slide in relation to this resolution. I intend to vote any open proxies that I hold in favor of the resolution. Are there any questions from the floor in relation to the grant of the 2025 financial year?

The company has received proxies displayed on the slide in relation to this resolution, and I intend to vote any open proxies that I hold in favor of the resolution. That concludes our discussion on the items of business. In a couple of minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow a time to finalize those votes. If anyone needs any help, please raise your hand.

There's one. There's one, Steve. There's one lady here. All done? All okay, Steve? Thank you. So voting is now closed, and Steve Hodgkin from Boardroom is appointed to act as the returning officer for the purpose of the poll. The results of the poll will be announced on the ASX announcement platform and placed on the Insignia Financial website later today.

I can advise that based on proxies received and the votes available on the floor, that it is likely that each of the resolutions put forward today will be carried. Ladies and gentlemen, the business of the meeting is now concluded. I thank you for your attendance and declare the meeting closed.

Speaker 12

First of all, is that true? And secondly, given the turmoil of MinRes at the moment, what is Insignia's position?

Allan Griffiths
Chairman, Insignia Financial Ltd

I don't know the position of how much shares we hold. Sorry.

Scott Hartley
CEO, Insignia Financial Ltd

Yeah, I think we'll have to take that on notice because that's with our investment team. So Dan Farmer and team would oversee those shares and make their own independent determinations on their voting and those shares. Not a matter for the board or the management here today. But we can come back to you on that.

Speaker 12

I only asked, I was very surprised, but the super funds, most of the industry super funds have got huge, significant holdings, and there's a lot of problems over there at the moment. It wasn't a trick question. I was quite taken aback. But I would appreciate a response. Thank you.

Scott Hartley
CEO, Insignia Financial Ltd

We'll let you know. Yeah, we do have strict governance processes around that, and the investors are left unfettered to take the actions they need to take, so.

Allan Griffiths
Chairman, Insignia Financial Ltd

We'll come back to you.

Please join us for refreshments.

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