Ladies and gentlemen, good morning. I'm Roger Sharp, Chair of Iress Limited. I've been told that it's 11:30 A.M., so I declare this annual general meeting open. Before we begin, I'd like to pay my respects to the traditional owners of the land on which we meet, the Wurundjeri people of the Eastern Kulin Nation. I'd also like to pay my respects to their elders, past and present, and Aboriginal elders of other communities who may be here today. Thank you for taking the time to join our meeting today. It's a hybrid meeting. You can join either online via the Computershare platform or here with us at the KWM office in Melbourne. Before we move to the formal business of the meeting, I'd like to make some introductions.
All directors join us today, either in person or by video link.
I'm just checking to see that our colleague, Niki Beattie, is here. It's probably two in the morning in the U.K. Niki sat with us through a very long board meeting yesterday. Worked the whole night, so you must, let's see how she's doing today when she turns up on screen. Let me introduce my fellow directors to you. Michael Dwyer AM. Michael. Julie Fahey, who is also chair of our People and Performance committee. Tony Glenning, Marcus Price, our Managing Director and CEO. Trudy Vonhoff, who chairs our Audit and Risk committee, and of course, Niki by video link. I can't see Niki, but I'm hoping she's there. Also in attendance today are members of our leadership team. We're conscious that a number of members of our leadership team were not working for Iress at last year's AGM.
We're very keen for shareholders to meet with them after the meeting, and this will be a recurring theme during the day. We'd like you to meet with the team and ask them anything you like. They will give you a very clear barometer on how things are going. I'll start with Cameron Williamson. If you could raise your hands, team. Cam, Group Chief Financial Officer. Justin Schmitt, Chief Operating Officer. Harry Mitchell, Group Executive, Wealth. Jason Hoang, CEO, Global Trading and Market Data. Paul Giles, CEO, Superannuation. Kelly Fisk, Chief Corporate Affairs and Marketing Officer. There she is. Chris Donlon, Interim Chief Technology Officer. Naomi Dawson, Company Secretary, who recently joined us. Welcome, Naomi. Amy Yee, General Counsel, Asia Pacific, and I have to say, Paul Giles wins most colorful socks at the AGM today.
I'd also like to acknowledge representatives from our legal and accounting advisors, Diana Nicholson from King & Wood Mallesons, and David Peterson from Ernst & Young, our auditor. David will be available for any questions when we consider the financials, which will be the first item of business. In today's meeting, we will consider six matters: the presentation of the 2023 financial statements and reports. Resolution one, which is the re-election of Niki Beattie as a director. Resolution two, which is the reappointment of Julie Fahey as a director. Resolution three, the re-election of myself, Roger Sharp, as a director. Resolution four, which is the advisory resolution to adopt the remuneration report. And resolution five, the proposal to grant share appreciation rights to the Managing Director and Chief Executive Officer, Marcus Price.
I'm advised that due notice of the meeting has been given, both, within the requirements of the Corporations Act and the ASX Listing Rules, and that a quorum is present. We'll take the notice of meeting as read. I'll now talk briefly, hopefully briefly, about questions and voting before we move on to Marcus and my addresses. The slide appearing behind me now outlines the process for asking questions online. There'll be an opportunity to ask questions on all items of business, and I will take questions from those attending in person first, followed by online written questions, followed by online verbal questions. This will allow a bit more time for online participants to formulate and submit questions.
Towards the end of the meeting, we'll also have a general Q&A session, during which shareholders and proxy holders will have the opportunity to ask any additional questions.
For those shareholders and proxy holders attending in person who wish to ask a question, please raise your hand at the time. We'll ask you to show your blue admission card and state your name. We'll bring a microphone to you, and if you're representing someone other than yourself, we'll just ask you to identify whom you represent. For those attending online, questions can be submitted at any time. As previously mentioned, the process for asking questions online is outlined on the slide. Further information for online participants, including the help number if you have any difficulties when asking questions, can be found on the online user guide in the notice of meeting. Although you can submit questions any time from now, they will not be addressed until the relevant time in the meeting.
Questions may be moderated, and if we receive multiple questions on the same subject, they may be amalgamated. We do reserve the right to limit the number of questions from any individual shareholder if the number of questions asked starts to deny other shareholders the right to ask questions. I'll now outline the process for voting. The first of the matters to be considered at today's meeting is in relation to the presentation of the 2023 financial statements and reports. This is not a matter for voting, but it's for tabling and discussion. The resolutions regarding the re-election of directors and proposed grant of share appreciation rights to Marcus are ordinary resolutions. The resolution on the remuneration report is advisory in nature.
The voting restrictions for all resolutions are included in the voting exclusion section of the explanatory notes to those resolutions in the notice of meeting.
Voting today will be held by way of a poll on all resolutions. I appoint Michael Stretton from our share registry, Computershare, as the Returning Officer. To provide you with enough time to vote, I'll shortly open the poll for voting for all resolutions. Voting will remain open until I declare the poll closed at the end of the meeting. As we go through each resolution, the proxy results received before the meeting for the relevant resolution will be displayed on the screen. The four numbers displayed for each resolution will include proxies received and available to be voted by me as chair of the meeting. I'll now outline the instructions for conducting the poll, firstly for those attending in person and then for those attending the meeting online.
If you're here in person and you're entitled to vote, you will have received a blue admission card upon registration. On the reverse of that card is your voting paper, which details the resolutions being put to this poll and the instructions. If there's anyone here present today who believes they're entitled to vote but didn't register to vote on arrival, could you please make your way to the registration desk to register? Proxy holders have attached to their admission card a summary of proxy votes, which details the voting instructions received, if any. By completing the voting paper, when instructed to vote in a particular manner, you're deemed to have voted in accordance with those instructions.
In respect of any open votes a proxy holder may be entitled to cast, you need to mark a box beside the resolution to indicate how you wish to cast your open votes.
Shareholders and representatives and attorneys of shareholders also need to mark a box beside the resolution to indicate how you wish to cast your votes. Please ensure when you print, your name where indicated and sign the voting paper. When you're finished filling out your voting paper, please lodge it in a ballot box to make sure your vote is counted. For those attending online, if you're eligible to vote at this meeting, the Vote icon will appear in your browser. An image of this icon is now being displayed in the slide on the screen. Once voting opens, press the Vote icon at the top of the screen, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options.
You can change your vote up until the time I declare voting closed.
If you have any problems, again, we refer you to the online user guide referred to on page five of the notice of meeting. I now declare voting open on all resolutions, and I will give you a warning before closing the voting at the end of the meeting. Subject to any applicable voting restrictions as set out in the notice of meeting, the board recommends that shareholders vote in favor of each resolution. As also indicated in the notice of meeting and the proxy form, a proxy form specifies that as chair of the meeting, I've been appointed proxy, and I intend to vote all undirected proxies in favor of each resolution and, of course, any directed proxies in accordance with directions.
We'll now move to hopefully brief addresses from myself and Marcus before moving to the formal business of the meeting.
I'd like to really start my address by focusing on the single largest issue at Iress, which is change. Specifically, why Iress is changing, how we're executing on this change, and where we're heading. Iress is now more than 20 years old. It has significant market shares in large addressable markets, serving longstanding clients in its three core businesses. Nearly a decade ago, Iress declared in its annual report that its purpose was to be the most innovative, reliable, and respected technology partner, recognized by our clients as essential and desirable. It's an admirable purpose. However, one senses that Iress lost its way, collecting too many businesses, doing too many things in too many locations to scale effectively.
In the process, Iress lost sight of its roots as a software business and began offering services in areas we aren't expert in, bringing exposure to regulatory and operational risk. As a result, the company's customer experience deteriorated, as did its financial performance. As the company's financial performance deteriorated, frankly, it failed to hold itself accountable. Iress needed a hard reset from this trajectory. Over the past two years, we have been on a mission to transform this company. Our mission started shortly after EQT's discontinued takeover attempt in 2021, with a CEO search that commenced early in 2022, culminating in the hire of Marcus Price as Managing Director in October 2022, which is the first leadership change the company has experienced in 15 years.
As you, shareholders are well aware, Marcus quickly restructured the company into operating divisions, appointed new divisional leaders, launched a plan to improve returns by optimizing the core business and managing non-core assets for value. In that process, we've reduced costs, we've sold non-core assets, and we're now focusing on strengthening and growing our three core businesses: Asia Pacific Wealth, Trading and Market Data, and Superannuation. Through the transformation process that you will hear us speak about a lot today, Iress is becoming a simpler and more profitable business with a stronger balance sheet. We've issued guidance that Iress is targeting an Adjusted EBITDA run rate of AUD 140 million-AUD 160 million at the end of calendar 2024, our financial year end. Meeting this target will set your company up for a record 2025.
Having said that, the transformation process has been both challenging and bumpy, if not bruising, and we acknowledge at times that it has been a very challenging experience for shareholders. When we posted this speech to ASX last night, I wrote that the stock price year-to-date is, was, was then 16% below the price at which it traded at the AGM last year. Fortunately, that's 14%, but still not good enough, 14% today. It's also at its lowest level since 2014. And, you know, the irony is that Iress today is more transparent, more accountable than at any time in the recent past, and is heading towards record profitability. For those of you who have seen the pack we filed with ASX last night, our Q1 EBITDA is up 43% on the same period last year.
We think that's more than green shoots. We think it's evidence that the transformation is working. Having said that, I'll now review our 2023 financial results and comment on 2024. The result reflected both the change that needed to happen and the process of change itself. These are not results to be pleased with. Revenue's flat year-on-year, or up 2%. Operating EBITDA, 12% down on 2022, and a statutory net loss of AUD 137 million after taking write-downs, principally in the U.K., and accounting for restructuring costs. The company's FY 2023 results reflect the reality, and that is that Iress needed to lift its game to deliver better outcomes for both customers and shareholders.
Reflecting early wins in the transformation program, the H2 of last year showed us an improving trend line with improvements in a number of key metrics. I would say it is not the easiest task to undertake a transformation of this magnitude and complexity in the glare of the public markets. But we're now well advanced after a busy year, and as shareholders will know, the transformation is scheduled to be complete by December this year. A leaner and more profitable Iress is already emerging, one that will scale better with conservative gearing, improving product roadmaps and customer experience. We're now a third of the way through FY 2024. We're ahead of plan. Confidence is high that the transformation is delivering, and I think we stole your thunder by posting to the ASX last night, Marcus.
But Marcus will talk about the upgrade to our earnings guidance that we announced last night. The three businesses that we've sold are expected to reduce debt by around AUD 200 million, paving the way for Iress to reinstate dividends in 2025. We'll update shareholders on dividends in three months when we release the half-year result in August. I'll talk briefly about corporate responsibility. Despite the effort going into the transformation and to improve our customer experience, our profitability, and so on, there has been a lot of corporate responsibility work done. And we continue to prioritize areas such as modern slavery, where we completed a risk assessment of our supply chain, and in the environment where we've actually adopted science-based targets. And what that means is we've committed to reduce our Scope one and two emissions by 27%...
Actually, by 70% by 2030, and our Scope three by 27.5% by 2030, which are quite material reductions. We've also strengthened our support of Talent Beyond Boundaries, which is a wonderful organization that supports skilled refugees who want to find meaningful work and safe harbor in new countries. If there was ever a more important time to be working in areas such as this, it's now. I spent a bit of time at the beginning of the meeting introducing you to the leadership team who are present today, and my perspective as Chair is that this team is bedding in well. The cadence and rhythm of the business has started to improve quite significantly. There's a pattern, and our people are starting to build really to deliver.
We realize that as shareholders, you don't see the momentum that we see inside the business. The shareholder experience as a fellow shareholder, no one wants to be down 15% year-on-year. It can be quite frustrating, but we think, as I mentioned earlier, today is a great opportunity to speak to our people and ask them for yourselves. I would like to pay tribute to our previous company secretary, Peter Ferguson, who stepped down last year due to illness. Unfortunately, Peter passed away recently and his memorial service is today in Sydney. The board wishes to pay tribute to Peter for his contribution, service. He was a fantastic character, and he was here for more than a decade. We send our condolences and best wishes to Peter's family.
I'll talk briefly about the board, talk about the votes at today's AGM. I'll then conclude and hand it over to Marcus, who is far more interesting. As you're aware, we're refreshing our board of directors. We've currently got a board of seven, including the CEO. Two of our longest-standing directors, Julie Fahey and Niki Beattie, are standing for only one-year terms to provide us with breathing space while we find successors. We're already in the market for new board members, and we'll enter 2025 with a refreshed board. Today, when we get to voting, you will note some voting against the company's remuneration report. This transformation is challenging for shareholders. Some have focused on past results and registered their objections, which they're absolutely entitled to do.
Most of our larger shareholders, all of whom we have spoken with, see the positive trajectory and enhanced earnings potential and are supportive. The vote partly reflects the transformation, and we think it partly reflects our new remuneration framework. I do want to be clear that we completely revamped the company's remuneration framework this year after a lot of consultation with shareholders and proxy advisors. We replaced the equity rights that shareholders disliked with some intensity and replaced them with a short-term incentive plan. We replaced the performance rights with an options scheme. And as I say, we consulted extensively beforehand. And so the changes we've made are in direct response to shareholder feedback. I think we've proven that we are open to input, and we do listen carefully.
Ultimately, we have to make decisions, and run the business based on what we see beneath the covers, and that's what we've done. I'm comfortable that the structural decisions on remuneration we've made are the right decisions. Although I do note that we will focus on improving some elements of our disclosure and reporting next year. To conclude, I would like to thank shareholders for their patience during this process. It is a great thing and somewhat of a relief to be able to stand here and talk about the Q1 being up 43% on last year. That is no accident, and it is a sign of... It's not green shoots, it's proof. It's a sign of, I think, what we can do. This company needed a fresh vision and tighter execution. That's what it's getting.
We've got high expectations and confidence that we will deliver. I'd also say that having done the math pretty carefully, your board is also quite clear of the view that this company's fundamental value is significantly higher than the stock price you see. Why, you may ask? The share price is at a 10-year low. We're heading towards record earnings in FY 2025. We've just demonstrated that we're well on the path. I think we're up to our second or third up, second earnings upgrade this year. I would like to thank the team at Iress, both our employees, people you see here, and our board. Turnarounds like this don't happen by accident, and they take a lot of hard work from a lot of people. Our new management team is absolutely delivering. There is still much work to do.
We're not there by any means, but you should expect to see clear signs of improvement in August when we report the half year. I would also say that the process has extracted a very heavy toll from our people, some of whom are no longer with us, and of course, the existing team, and I want to acknowledge and thank the team for a lot of heavy lifting. I expect there'll be a lot of questions this year, and I look forward to taking them. I'll hand over to Marcus, and we'll look forward to questions after he's spoken.
Thank you, Roger, and good morning, everybody. Before I begin, I'd also like to pay tribute to our former company secretary, Peter Ferguson. My time working alongside Peter was relatively short, but I feel very fortunate to have known him. He was a highly intelligent man, very compassionate, a really thoughtful leader who made such a big difference to so many people's careers in this company. And it's some degree of irony, I guess, or some odd serendipity that it's his memorial today, when last year he was here running this meeting, and I know many of you will have interacted with him over the course of a decade.
So it is a sad day for us, and our thoughts are with his family and colleagues, former colleagues, who I know will be remembering him, his life, and his contribution to this company over a decade. So, thank you for that. Today, I'd like to take the opportunity this morning, in fact, to provide an update on Iress's progress over the year. I'll take you through a brief review of 2023, provide an update on our progress against the commitments we made as part of our transformation program, and I'd like to comment on our outlook for the company. Looking into the financial results first of all, 2023 was a year of significant transformation for our business. The reset we initiated last year is well underway, and our focus is now shifting to organic revenue initiatives.
To summarize our performance, our financial performance in 2023, our revenue was up 2% to AUD 625.7 million. Underlying EBITDA, our current headline measure of performance, came in at the top end of our revised guidance at AUD 128.3 million, albeit it was down on financial year 2022. An important figure for me, one I've particularly focused on now, is a AUD 106.1 million in adjusted EBITDA, which is our preferred measure, the measure we're moving to as part of our commitment to increase transparency in our financial reporting. Ultimately, we reported a statutory net loss after tax of AUD 137.5 million, and reported an EPS of negative AUD 0.764.
This was primarily a cost story, where inflationary pressures were a key factor in higher salaries and third-party input costs, particularly in the H1 of the year. In response, we undertook significant cost reduction initiatives. Our profit result was obviously impacted by some very significant one-off, non-cash impairments and the accelerated amortization of some intangible assets. As I will discuss in more detail, the numbers only tell part of the story. What I'm more focused on, and emboldened by, is the significant work we've done to transform this business and set it up for success over the longer term. The transformation we initiated last year is bearing fruit. Our refreshed leadership team is firmly in control of their businesses. We've restructured the business into a core and managed portfolio. We've progressed our asset sales in the managed portfolio.
We've enacted a cost management program leading to improved, to an improved earnings result in the H2, and a trend we're seeing continue into the Q1 of 2024. We've certainly shifted to a clearer and more transparent, financial reporting, framework, and we've delivered a clear capital management plan. At the start of the year, or sorry, at the start of this program, we had six big jobs. In April last year, we outlined a refreshed strategy to optimize this business. You may recall, at the time, I took you through the six big jobs we had outlined to streamline our business, and set Iress up to deliver on its potential.
I'm pleased to report that we're tracking very well against those objectives. Indeed, I think we are slightly ahead of where we thought we'd be at this time. So going through each of them.
We've reset the structure of our business and reset our cost and asset base. In July 2023, we completed a company-wide restructure focused on improving accountability, performance, and customer focus. We formed new dedicated business units, APAC Wealth Management, Trading and Market Data, Superannuation, and the Managed Portfolio. We refreshed our global leadership team, transitioned all Iress people into the new structure, and implemented a new performance and remuneration framework to underpin Iress's delivery of its vision. This is already driving improved performance outcomes, and I'd point you in particular to look at the U.K., where we've seen a very significant turnaround in performance, and I really pay tribute to Harry Mitchell's leadership in the U.K. and the work that he's done in that market,
which is clearly delivering results. In 2023, we also undertook significant actions to arrest cost growth momentum.
This included the removal of AUD 47 million in annualized costs, gross costs, sorry. Reduced our headcount by 24%. It's 15% when you take out the sales of the MFA and platform businesses, but even so, it's a significant reduction in headcount. We've also made strong progress on resetting our asset base with a number of divestments of non-strategic businesses. Our next big job was to refocus our core businesses, APAC Wealth Management, Trading and Market Data, and Superannuation. We've been doubling down on our investment in these businesses. Each business has now developed five-year strategic plans of their own, with a focus on improving efficiency, focusing on organic growth, and unlocking value for customers. We've reset the cost base for each of the businesses, and the revenue opportunities are now being actively pursued.
We've refreshed the sales and account management teams, and we've uplifted core technology, and we have seen customer sentiment improving. In 2023, we also established the Managed Portfolio. Midway through last year, we separated this portfolio further into the U.K. and other. As you can see, we're evolving our our thoughts in regard to the Managed Portfolio. In the other division, we've made significant progress on asset sales. We've sold the MFA and platform businesses, and we have a binding agreement to sell the U.K. mortgages business, which which we expect to complete by the middle of the year. These asset sales are supported by the streamlining of operations, of our operations and efforts to deleverage the business. In the U.K., a component of the managed portfolio, we've separated wealth and sourcing from trading....
Harry Mitchell, as I mentioned earlier, is overseeing the wealth and sourcing businesses in the U.K., in addition to his responsibilities with APAC Wealth. While trading now reports into Jason Hoang as part of our global portfolio of trading and market data businesses. This strategy is also bearing fruit with improved earnings in the U.K. wealth, and we're seeing also improved performance in our trading business under strengthened leadership. Our next focus for the managed portfolio is a strategic review of the businesses within it. This might include moving the U.K. back into the core part of our portfolio. We'll have more to say about that in the middle of the year. But we're also continuing the process of disentanglement in South Africa and Canada.
Finally, we have been committed to building for the future by completing our technology uplift program and innovating to drive future growth.
I'm pleased to confirm that our technology uplift program concluded at the end of March, as we had forecast last April, and it modernized our core technology offerings, particularly in the trading business, which was, which was sorely in need of some remediation. I want to thank Jason and the team for the work that's been done in that area in particular. We've made great strides on establishing a dedicated innovations team, which is focused on exploring new opportunities in data and AI. It's early days, but we already have identified some significant initiatives we'll be exploring in 2024 to drive new revenue streams for the business.
In regard to capital management, in addition to our Investor Day commitments, we committed at our half-year presentations to come to the market with a refreshed capital management plan, led by our new CFO, Cameron Williamson.
Thank you, Cameron, for all the work you've done in the last period as well. It's been a quick induction. This was presented to the market in February and encompasses our approach to earnings, debt, R&D, dividends, and shareholder returns. As you will be acutely aware, in 2023, we made the difficult but prudent decision to pause the dividend to support balance sheet repair. Our new capital management plan is focused on three principles: operating, optimizing, sorry, optimizing operating cash flow, de-leveraging the business through the sale of non-strategic assets, and establishing a clear path to the reinstatement of sustainable dividends.
I'm pleased to report that with the very strong progress we've made on asset sales, the proceeds of which are being used to retire debt, we expect to reach our target leverage ratio of 1x-1.5x by the end of 2024. This gives us confidence that dividends are on track to be reinstated in 2025. In terms of the outlook now, as we look forward, we see an increasingly positive trajectory. We saw improved earnings in the H2 of 2023, and this is a trend which we've seen to continue in the Q1 of 2024. In fact, our Q1 Adjusted EBITDA, our preferred measure, is 43% higher than the prior corresponding period.
As a result of this, yesterday, we announced a slight upgrade to guidance, with our FY 2024 earnings now expected to deliver on a continuing business basis between AUD 122 million and AUD 100 million in adjusted EBITDA. That's up from the previous range of AUD 117 million to a AUD 127 million. We're also reaffirming our exit run rate forecast of between AUD 140 million and AUD 160 million in adjusted EBITDA, and the guidance, the guidance upgrade is largely coming about by the bringing forward of some benefits in our transformation program to deliver more in-year benefit. In closing, we sort of remain, we are remain laser focused on transformation. We are emboldened by what we've achieved. This upgrade is evidence that it is delivering benefits to clients and shareholders.
We're pleased with what we've achieved over the last year. We've passed the inflection point, and transformation has created the capacity for Iress to innovate and grow. I would like to echo Roger's comments here. We see Iress's true value as materially higher than that which is reflected in the current share price. At our next update in August, I'd like to provide further information regarding the various components of the managed portfolio and our plans for these businesses. As I said, it's an evolving strategy around those managed businesses, and we'll provide you with updates on them. We'll be able to update you on our debt and leverage position, including when we expect to see dividends reinstated. Further, we'll be providing updates on our progress against our full year earnings and the final phase of our transformation program.
This will include the organic growth sectors, which we are looking to, which we're currently exploring and which we'll provide information to you on. I'd like to finish by thanking our shareholders for their support. I've had many interactions with you over the last 12 months. I appreciate that when you're not living this change every day as we are, it can be frustrating as you wait to see the heavy lifting bear fruit. I want to acknowledge... at times like this, but this is a reset. I'd like to thank the management team. What you've seen in the earnings updates, the upgrades, are all the fruit of a lot of work from our management team, every one of them, stepping in and doing the hard yards to deliver this reset.
I really wanna thank all of you. It's a team effort.
It's been a challenging year and, but really think we've turned that corner. I'd, in particular, like to thank our board. We've had to face into some tough stuff this year. It takes courage, and it takes, you know, hard decisions. And at no time have we felt unsupported by this board, who've had the courage. The directors have all stepped into that and have been incredibly supportive of the management team and myself, and I really do think at a time like this, that's really important. Finally, I'd like to thank our Chair, Roger Sharp, for all of his work. He's been an incredible support to all of us, both personally, individually, professionally, every way you wanna measure it. His courage, his leadership, and his, you know, we wouldn't be here without that.
We wouldn't be here without the support of the board, without the support of Roger. So I really wanna thank you, Roger, for the, for the work you've put in the last 12 months. We look forward to sharing further progress with you, as we deliver further on our commitments and potential. And so, back to you, Roger. Thank you.
... Thanks, Marcus. You went off script!
Sorry.
I think this is an opportune moment to ask for questions in relation to either my address or Marcus's. So we'll start with shareholders who are here in person, and then we'll go online. Naomi has a microphone, and if you put your hand up, she'll come over to you. If you could identify yourself.
Is this the appropriate time to raise questions about the annual report and the accounts?
Yes, and are you, Is your microphone on? Can I just
Is that better?
That's better. Thank you.
I've got to swallow it. Okay. Yeah, is this the appropriate time to
Well, we've got a
Is there a separate time?
We've got a separate time where David Peterson, our audit partner, is here if you want to ask questions about the accounts. I'm happy to field questions on the annual report, if you want to.
Well, they're not... I don't think it needs the auditor to answer it on the annual accounts, frankly. Anyway, my name's Barry Telford. So if I-- The question on the accounts: I noticed you wrote off AUD 130 million of goodwill with the usual trite comment that, "Oh, it's non-cash," as if it doesn't matter. And I have a problem about AUD 130 million write-offs. What I would like to know, cash would have gone out the door, I presume, at some stage, for that to appear on your balance sheet. I'd like to know when and what for the cash went out the door to create that goodwill you've just written off, please.
Barry, that, that's a fair question and a good question. As I said in my opening address, over a number of years, this company bought too many businesses in too many geographies, doing too many different things that didn't work. It's, it's OneVue, it's the U.K.. There are too many to name. There were hundreds of millions of dollars involved. We don't take that write-off lightly at all. The math tells us that we had to take a write-down. I don't think anybody's ducking, ducking for cover. We took a write-down because we had to, and now we're turning that business around. And as Marcus said, Harry has managed to extract a little more value, in particular, out of the U.K.. And I think the acquisitions have been very well documented over many years. They simply have not all worked.
One question about the annual report, please. On the front, it's one of the three things is refocus, and you'll mention in your report, you're concentrating on three core businesses. But then I look to page, I think it's 40, your leadership team, and that's a pretty big team. It's almost, I'd call it a swarm almost. And I just would really like to know, if you've got three core businesses, why you've got such a large leadership team? Who do they all report to? And do you know this leadership team is larger than the leadership team of Chicago Mercantile Exchange, who is a business about 10 times larger in revenue than this and, probably more complicated?
That is, something we were talking about yesterday. Unwinding some of the things that we should not have bought takes time and takes people. It takes resource. I'm gonna hand over to Marcus to respond to that, because the team do report to him.
I think one of the things we, you know, deal with is this is an incredibly complex company for its size. It's just overly complicated. There's too many different moving parts, none of which can be ignored. So we do find ourselves in a situation where we're trying to simplify the business by reducing the number of those things, but we also need a span of control to actually cover them. It's not an efficient structure, I agree with you. I would like - I would certainly like a narrower leadership team, and over time, we will restructure around that. Part of our transformation will evolve into a narrower leadership group, I'd expect. But for the time being, we have, we just are managing complexity. And I think that's actually, frankly, one of the inefficiencies in the business.
We're just spread too thinly with too many small moving parts in different markets, in different products. Part of our job in the managed portfolio is to rationalize exactly what you've just described. We do want to get back to a set of core businesses.
Sorry, can I just add to
Yeah, sure.
And do they all report to you?
Yes.
Yeah.
Yeah.
Well, I don't know how you manage it, seriously.
Well, I do. Well, yeah, I do. But the core reports are really around the owners of P&Ls. So the three core businesses in particular all have their own P&L balance sheet, CFO, et cetera, and they report through to me, so that is very clear. The managed portfolio similarly is run by the CFO, which is quite right, given the types of things. So those are the four reports from a financial perspective that matter. The functional reports, the group reports, are spread, I agree, too thinly, and I, this is why we have a COO who's there to aggregate those sort of services. So it works day to day, but it is a big group, I agree with you, and it's something we are looking at.
Thank you, Barry. Any further questions from shareholders present, please? Naomi, any questions online, please?
Yes, Chairman, we've received one question. The question is from Mr. Eric Pascoe from the Australian Shareholders' Association. Eric asks: Mr. Chairman, previous large shareholders of Iress, such as APAC, have deserted your register because they believe there is substantial risk that Iress's profitability will not recover, as you believe it will. What undertakings will you provide to shareholders if, by this time next year, Iress is not back to full strength and resumed its profit growth profile? Who will be accountable?
Oh, well, thank you, Eric. Well, as we talked about last Friday, as I think about 3:00 P.M. when we chatted about this, different shareholders have different reasons for being on the register at various times. Some require dividends. Clearly, we did not pay a dividend. Other shareholders have moved in. But I think the core of your question is, if Iress doesn't perform, where does the buck stop? And the buck clearly stops with me. I did not create these problems, and we're on a path to fixing them. If we don't resume the profit trajectory that we should be on, I would expect our shareholders to have their say, quite frankly. But 43% improved EBITDA in the Q1 of this year versus last year didn't just happen by accident.
It's evidence that the turnaround is starting to work. Any other questions, Naomi?
No further questions. Thank you.
All right. Thank you. As I noted earlier, and as set out in the explanatory notes and the notice of meeting, there are six items of business and five resolutions before the meeting. The proxies received for each resolution are being shown on screen now, and were released on the ASX website last night following the close of trade. Although we've fielded a question on the annual report, we will. The first item of ordinary business is to receive and consider the financial report for the year ended 31 December 2023. It's not a voting item, but we're happy to field questions, and as I mentioned earlier, our external auditor, David Peterson, is here to answer questions on the conduct of the audit, the auditor's report, the company's accounting policy, or indeed, the independence of the auditor.
There were no written questions for the auditor received in advance of the AGM. Are there any questions on this item from shareholders and proxy holders here in person? Any online, Naomi?
No online questions.
All right. Thank you. Just checking the room. All right, we'll now move to the resolutions. The first one is for the re-election of Niki. Now, I did text Niki to see if she was here, and can we confirm, Naomi, that she is online?
I believe that Niki is online.
Oh, that's good, because she'll be singing , singing for her supper any minute. Resolution one relates to the re-election of Niki Beattie as a non-executive director of Iress. The text of the resolution is set out on the slide and is visible to those attending online. Niki will say a few words in a moment, but prior to that, I will remind you of my remarks about board succession that I made in my opening remarks and in the chair's letter for the notice of meeting. We are looking to appoint new directors during 2024, and we have a search underway in mid-flight. So we're seeking re-election for two directors today, Niki Beattie and Julie Fahey, for one-year terms.
Niki and Julie, staying for a year, will provide us with the benefit of their experience, expertise, and memory, and continuity while we refresh the board. Niki has been a director, a director since February 2015, retires as a director in accordance with Rule 10.3 of the Constitution, and being eligible, offers herself for re-election. So I'll now invite Niki to say a few words.
Thank you, Roger. I hope you can hear me. I have been here all the time, but thank you for your comments. Good afternoon, everybody, and thank you for the opportunity to address all of you and to stand for re-election to the board for the next 12 months. I'd also just like to pay tribute to Peter Ferguson, who was a hugely compassionate and fun person, and he inspired and embraced an outstanding culture of social responsibility across the firm, and I think that serves as a great legacy to him. To sum up my experience and rationale for re-election, I've got over 30 years of experience in international financial markets, in trading, technology, data, and market regulation,
and I've become a strategist specializing in the evolution of capital market structure, advising policymakers, regulators, and market participants around the world.
Over the last 13 years, I've also had a portfolio of board roles, both at public and private companies, all related to financial markets and technology. With those roles, I've also sat on associated board remuneration, nomination, and audit and risk committees. I've also served on the Iress Board, for the last being a member of the People and Performance Committee. Presently, I've got two other board roles. One is chair of a start-up clearinghouse for digital assets, which intends to be regulated by the Bank of England, and the other is the Financial Markets Standards Board, a global industry body for the setting of standards, particularly related to conduct for global banks.
During my time at Iress, the business has become increasingly complex, and I've been a strong advocate for a sense of purpose and strategic direction for the firm.
However, it takes time for organizations to accept the need for change, equip themselves to deal with it, and then to implement it. But I believe that Marcus and his new leadership team, with support from Roger and the board, have made great progress and now have the momentum to complete that transformation process, as well as to set a direction that will deliver better results, both in terms of experiences and returns for stakeholders. It's certainly been a challenging time for all of us, but I'm very committed to seeing Iress through this period, and I believe my skills are highly relevant to the business as we plan for the future, hence my decision to seek re-election for the next year. I'd be very happy to take any questions.
I will note it's actually quite hard to hear the questions from the audience, so please, if anyone needs to ask a question, please can you make sure the microphone works? Thank you.
Thank you, Niki. Well, as, Niki has said, both of us are happy to address any comments or questions on this resolution. Are there any questions, from shareholders and proxy holders attending in person, please? Okay.
Thank you. Sorry, just a technicality. How do you lock in the one-year time frame? Is it something that's a contractual arrangement? Because am I right that under the Corporations Act, these things are rolling three years or not? Or so do you have to do something to lock in the one year? I'm just interested about, and also for the next one that's coming up.
I think practically speaking, we're asking shareholders to vote on a one-year term. So, you know, we have an agreement with both, Niki and Julie that that's the term, and so that's it. And it's in the Notice of Meeting. They both intend retiring, regrettably, at or prior to the AGM. So I think we're well covered. Thank you. Are there any questions online, Naomi?
Thank you, Chairman. I confirm that there is no online questions in relation to this item.
All right. Thank you. Well, in that case, the proxies received for this resolution one are shown on the slide, and I ask that you now vote for, against, or abstain on resolution one. We'll move to the next resolution, which is the re-election of Julie Fahey. As a non-executive director, it's now set on the slide and visible to those attending online. Julie has been a director since October 2017, retires as a director in accordance with Rule 10.3 of the Constitution. Being eligible, she offers herself for re-election. I'll now invite Julie to say a few words.
Thank you, Roger. I very much appreciate the opportunity to address shareholders today and to stand for re-election to the Iress Board for the next year. I've been a member of the board for six years, and I've also served as a member of both the Audit and Risk and the People and Performance Subcommittees over that time. I took over as the Chair of the People and Performance Committee in January of 2020. I have over 40 years' experience in technology across many industries through an executive career spanning IT consulting and leading strategy development and operational delivery. I have led many large business and technology transformation programs and clearly understand the risks, challenges, and opportunities offered by the execution of such programs.
I am an experienced non-executive director of 10 years and currently hold directorships at two other publicly listed companies.
I stepped down from the SEEK Board in November 2023. My portfolio also includes Australian Red Cross Lifeblood and Datacom, a privately owned IT services provider. I'm seeking to reduce my workload in 2025 and therefore ask for your support for one more year. This one-year term will allow me to continue to contribute to the transformation program and provide the time for an orderly transition of the People and Performance Committee chair role. It's been both a challenging and rewarding six years at Iress as the board as a whole, and each of us individually continues to reflect on the performance of the business and the significant transformation effort now well underway to take us forward.
During my time on the board, we have had a change of chair, a change of CEO, and increased the technology and financial services expertise through new members.
There is more to do, but I feel confident we have board members with the expertise, energy, and commitment to deliver. Marcus and his refreshed leadership team have a new enthusiasm for our customers and are working tirelessly in the interest of all stakeholders in the Iress business. We know we have work to do at Iress, and I look forward to having the opportunity, if re-elected, to support, challenge, and steer the organization to deliver on the significant opportunity for the business and results for our shareholders. Thank you. Thank you very much.
Thank you, Julie. Both, Julie and I are available to address any comments or questions on this resolution. Can I start with asking if there are any questions from the floor here at Mallesons, please? Naomi, any questions online?
Thank you, Chair. I confirm that we have not received any online questions in relation to this item.
Okay. The proxies received for this resolution two are shown on the slide. Please now vote for, against, or abstain. We'll now move to resolution three, which relates to my own re-election. I can see Trudy hovering, ready to run this part of the meeting. I'll vacate the chair for the resolution and ask Trudy to assume the chair. Thank you, Trudy.
Thank you, Roger. Roger has been a director since February 2021 and chair since May 2021, and retires as a director in accordance with rule 10.3 of the Constitution. Being eligible, Roger Sharp offers himself for re-election, and I now invite Roger to address the meeting.
Thank you, Trudy. Can I grab my notes?
You can.
Thank you very much. I can do it from here. Yeah. Testing. Right. I've worked in technology and markets, this is going to carbon date me, for about 40 years. Launched my first software company in 1983, sold it in early 1987. I worked as an investment banker for around 15 years around the globe at ABN AMRO Bank. I was CEO of Asia Pacific Equities. I led the acquisition of Barclays Bank and BZW in Australia and Japan. I was interim CEO of its Wall Street business and was global head of technology based in the U.K. In 2002, my family and I returned to Sydney, where I set up my own technology investment bank, which remains very active across the region, based in Singapore.
I've chaired, turned around, built and sold several publicly traded software and tech companies. I chair Webjet, Lotto New Zealand, which is the national lottery, and a not-for-profit economic development agency that's building a vibrant tech sector for my hometown. At last year's AGM, Stephen Mayne asked: "Can you do all of this?" I replied that I was finishing my term at Lotto New Zealand. That finishes on the 20th of August this year, which will release a bit of time. I was appointed to the board of Iress, as Trudy says, in February 2021, and as chair in May. As I've explained this morning, my perspective is that this company's established software platforms enjoy formidable market positions, but we just need to deliver better experiences and service to our customers and improved returns to our shareholders.
That is why I'm here. I don't shy away from these challenges, and I have committed myself to catalyzing the process of improvement at Iress. It is a very complex business that needs to be simplified. It is a busy role, but we're making great progress, and I think I'd sound like a scratch record if I talk about 43% EBITDA growth in the Q1 again, but, it's a good reference point. I'm privileged to be here. It is a privilege. There's a very good business, that is going to emerge from this, and, thank you for the opportunity. Trudy?
Thank you, Roger. Are there any questions on this resolution from shareholders and proxy holders attending in person? It doesn't appear so. So thank you. Naomi, are there any questions online for Roger in relation to this resolution?
Thank you. I confirm that there is no online questions in relation to this item.
Thank you. So if we can just put the proxies up. So the proxies received for resolution three are shown on the slide. So now, if everyone can vote for, against, or abstain for this resolution. And Roger, I'll ask you to resume chairing the meeting. Thanks.
Thank you, Trudy. Let's move to resolution four, which is the remuneration report. The text of resolution four, which relates to the rem report, is set out on the slide and visible to those attending online. The shareholder vote on this resolution is advisory in nature, and the outcome is not binding on the board, but that doesn't mean we don't take it extremely seriously. If the company receives votes of 25% or more against the remuneration report at two successive AGMs, a resolution to call a spill meeting of the board must be put to shareholders. Julie Fahey, as chair of the People and Performance Committee, and I are both available to answer questions on the remuneration report.
Are there questions on the resolution from shareholders and proxy holders who are here in the room, please? Naomi, any questions online?
Thank you, Chair. We've received one online question. The question is from Mr. Eric Pascoe of the Australian Shareholders' Association. Eric asks: "Mr. Chairman, can the ASA have a commitment from the board that next year's annual report will contain a clear chart and explanation of the forthcoming year's pay structure for the CEO and KMP? Indication of the board's targeted and maximum pay opportunities would also be appreciated.
The remuneration report is, of course, rear-facing, not future-looking, so it's not a forecast. It's a report on what happened in the previous year. This was a transition year. I have to say it was a very tricky report to write. It was very complex because we were moving away from a set of legacy practices, moving to a new practice. It will be. We will be aiming for increased transparency on how STIs are paid. It will be as clearly stated as we possibly can, and, and I think you should be able to join the dots. There'll be enough disclosure there to understand how our key people are remunerated. So good question, Eric, and thank you.
No further questions received. Thank you.
Thank you. The proxies received for resolution four are on the slide. Please, now vote either for, against, or abstain. I'll now move on to resolution five, which is the final item of business. The text of resolution five is set out on the slide and visible to those attending online. It relates to the grant of 832,500 share appreciation rights to the CEO under the Iress Long Term Incentive Plan for FY 2024. The terms of the grant are set out in detail in the explanatory notes. However, I will provide a brief background. As we've talked about today, Iress is evolving its remuneration approach to make sure that it is consistent with our new strategy, which is very performance and transparency-based. You will have seen us break the business down into operating divisions with P&Ls for those divisions.
The great thing about Iress in 2024 is there is nowhere to hide, because everybody has a P&L, and that is a vast departure from the past. As I mentioned in my address earlier, considerable feedback was sought and received from shareholders. The key components in this refreshed model are the replacement of equity rights with a cash STI. There will be a component of share retention in the STI going forward from this year, and the replacement of performance rights with share appreciation rights, which are basically a form of option. The vesting of those options is triggered by performance of both share price and EPS. No performance, no vesting.
The board is introducing these measures to return Iress to a more conventional remuneration structure in line with market norms, while trying to drive the right performance outcomes for shareholders.
I'll start by fielding questions from shareholders present and proxy holders present in person. Do we have any questions from the room, please? Naomi, any questions online?
Chair, I confirm that we have not received any online questions in relation to this item.
Oh, I think we're getting off too lightly. Feel free. All right, the votes, the proxies received for resolution five are shown on the slide. Please now vote for, against, or abstain. Now, before moving to close today, I would like to offer another opportunity to ask questions, and I really encourage shareholders who are present to find members of the management team and ask them how things are going. Hear it from the horse's mouth, as it were. Any questions from the room, please? Any more questions online, Naomi?
Chair, there are no additional online questions.
Right. Okay. Thank you. Well, that concludes our discussion on the items of business. I'll now move to close voting. Please ensure that you have cast your vote on all resolutions. I'll now pause for 90 seconds to allow you time to finalize your votes. Computershare representatives will collect the voting papers of those attending in person. Thank you. Yeah. I don't think we need another 60 seconds. All right, if voting's been completed, I will now declare the poll closed. The results will be released to ASX today. Obviously, we pre-posted to ASX last night so people could come prepared to the annual general meeting. They'll also be made available to our website, and a transcript of the meeting will also be available on our website.
I'd like to take this opportunity one more time to thank shareholders, proxy holders, and visitors for their attendance today, and now declare the meeting closed. Thank you.