Good morning, everyone. My name is Roger Sharp, and I'm the Chair of Iress Ltd. It's currently 11:30 A.M., and I declare this meeting open. I'll start by paying my respects to the traditional owners of the land on which we meet, the Wurundjeri people of the Eastern Kulin Nation, to their elders past and present, and to any Aboriginal elders of other communities who might be here today. Thank you for joining today's hybrid meeting, being both held online on the Computershare platform and in person at King & Wood Mallesons' office in Melbourne. Before we move to our formal business, I'd like to make some introductions. All directors are joining us here today in person or by video link, and they are Niki Beattie by video link from the U.K. Niki, are you there? I know she's—hello, Niki. Welcome.
Now, this is Niki's last official event with Iress. She's based in London, and we will say thank you to her later, but I'll just point out that for the last decade or so, she has done these meetings at 3:00 A.M., 4:00 A.M., 2:00 A.M. It's been a pretty tough journey, I would say. I'd like to introduce Michael Dwyer AM , Julie Fahey, who also has her last official meeting today, who was Chair of our People and Performance Committee until the end of 2024, Susan Forrester, AM, who has been Chair of the PPC since the 1st of January, Tony Glenning—fortunately, not wearing his T-shirt today. Soft word, Joe. Rob Mactier, Marcus Price, our Managing Director and CEO, and Trudy Vonhoff, who is Chair of our Audit and Risk Committee. Now, the risk in introducing your executive team is you always miss someone, so I apologize in advance.
We do have a fairly good contingent present from our leadership team, starting with Naomi Dawson, our Company Secretary, Harry Mitchell, our Deputy CEO. Where are you, Harry? Front row. Geoff Rogers, CEO of Trading and Market Data. Ana Smith, Head of Strategy and Transformation. There we are, front row as well. Justin Schmidt, Chief Operating Officer. Of course, Cameron Williamson, our CFO. I know there are more of you present, but we will move on. Also present are representatives from our legal advisors and our auditors, Joe Muraca from King & Wood Mallesons and David Petersen from Ernst & Young. David will be available for questions when we consider the financials, which will be the first item of business. Now, we have six items on today's agenda. The first is the presentation of the 2024 financial statements and reports.
The second is the re-election of Michael Dwyer as a director. The third is the election of Susan Forrester as a director. The fourth is the election of Robert Mactier as a director. The fifth is an advisory resolution to adopt the remuneration report. Lastly, resolution five in relation to a proposed grant of share appreciation rights to Marcus Price. Due notice of the meeting has been given, and in accordance with the requirements of the Corporations Act and the ASX Listing Rules. As a quorum is present, we'll take the notice of meeting as read. Now, I'll spend a couple of minutes talking about how to ask questions and the voting process, and then we'll get into the formal business of the meeting. The slide to my left or to your right, if you're in the room, outlines the process for asking questions online.
There'll be an opportunity to ask questions on all items of business. We'll start with questions from those physically in the room. We'll proceed to those online who have submitted written questions, and then verbal questions, if any, online. Towards the end of the meeting, there will be a general Q&A session during which share and proxy holders will be able to ask any additional questions. If you are a share or proxy holder attending in person, you wish to ask a question, please could you raise your hand and identify yourself at the relevant time. If you're attending online, you can submit written questions at any time, and we will address them at the appropriate place on the agenda. Questions will be moderated. If we get multiple questions covering the same topic, we may well consolidate them.
If anyone asks a lot of questions, we may just move on if we think there is a risk that other shareholders will not have an opportunity to ask their questions. Lastly, if you are online and you need help, if you go to the notice of meeting on page four, there are help instructions. Now to the process for voting. The first matter for consideration today is the presentation of the 2024 financial statements and reports. It is a discussion item only and does not require a vote. By contrast, all resolutions to be considered today are ordinary resolutions and will be passed by a simple majority. Resolution four, the vote on the REM report, while important, is non-binding in nature. The voting restrictions for all resolutions have been set out in the notice of meeting. Voting on all resolutions will be via a poll.
Michael Hutchison from our share registry, Computershare, is our returning officer for this meeting. To provide you with enough time to vote, I will shortly open the poll for voting on all resolutions, and it will remain open until I declare the poll closed at the end of the meeting. As we go through each resolution, the proxy results for the relevant resolutions will be displayed on the screen. Now, voting in person, those present in person and entitled to vote will have received a colored card, an admission card upon registering. On the back of your card is your voting paper detailing the resolutions and voting instructions. Now, if there is anyone here who believes they are entitled to vote but did not register on arrival, please make your way to the registration desk.
Later in the meeting, our returning officer will present the ballot box for you to place your completed voting card in. Voting instructions for those attending online are displayed on the slide to your right, to my left. Again, if you experience any difficulty in submitting a question or voting online, please go to the online user guide on page four of the notice of meeting. I now declare voting open on all resolutions. Subject to any applicable voting restrictions, and as set out in the notice of meeting, the board recommends that shareholders vote in favor of each resolution. Where I've been appointed proxy, as indicated in the notice of meeting and the proxy form, I intend to vote all undirected proxies in favor of each resolution and directed proxies in accordance with directions.
will now move to hopefully brief addresses from myself and Marcus before going to the formal business of the meeting. FY24 was a pivotal year for Iress. Having completed an 18-month transformation program, we are now a leaner and more focused wealth software company with a significant trading and market data division. On our transformation journey, we have simplified our portfolio. We have sold six businesses that were no longer core to our refreshed strategy. We enter FY25 with improved financial and customer metrics and a new level of financial discipline. Our divisions now report through their own P&Ls, and they operate to agreed performance metrics against which the performance of our people is measured. That all sounds quite logical, but it is a far step from where we began this journey.
Iress delivered stronger financial results in FY24, with adjusted EBITDA increasing by just over 25% to $ 132.8 million and underlying earnings per share rising by 72.4% to 34.3% . Sounds impressive. It was, of course, following a year of restructuring. The group's EBITDA margin expanded to 22%, up about 500 basis points, and NPATA increased by 192% to $ 30.1 million. In February this year, as shareholders are aware, we reinstated our dividend, declaring a final dividend of 10 cents per share. The benefits of driving the business to focus on performance and accountability are now becoming clear. Staff numbers are around a third lower than they were when we started this journey. Revenue per FTE has increased by more than 44%, which obviously represents a significant improvement in efficiency. A few words on customers. We really are focused on improving our relationships with our customers.
We witnessed an improvement in customer sentiment during 2024. We have developed and begun to deliver on product roadmaps. We've enhanced our commercial rigor, and we've refined our pricing frameworks. However, it's also fair to say that we are near, in my view, nearer to the beginning than the end of our journey in improving our customer relationships. Our core products have been in the markets we serve for a couple of decades now. As such, they enjoy significant market share. The quid pro quo, of course, is that when your products are 20 years old, they need, and indeed are receiving, refreshers. There is a delicate balance between achieving the level of customer satisfaction we aspire to deliver and achieve and the level of return that we need to deliver to shareholders. Often, at Iress, our customers are also our shareholders, so we feel this tension quite acutely.
A few words on our risk profile and the quality of our earnings. I want to focus on these because post the transformation work that Marcus and the team have done at Iress, the quality of earnings has improved sharply and the risk profile has reduced. There is a lot less operational risk associated with Iress moving forward. We are back to our roots as a software company, having sold off non-core assets and, importantly, having sold regulated services businesses that sit outside our new strategy. This means the quality of our ongoing earnings is going to be higher and more predictable from now on.
There's also less financial risk associated with Iress, with gearing having reduced from its peak of around 2.8 times to 1 times as at 31 December last year, and it's forecast to trend lower as we bank the sale proceeds of Superannuation and Quant House recently announced. A few moments on the team and remuneration, and then I will hand over to Marcus shortly. We made changes to our management ranks during 2024. In October, we appointed Harry Mitchell as Deputy CEO. In his time at Iress, Harry has made a material impact on our business. He's led asset sales. He has made a significant improvement in our U.K. business. Our U.K. business was perpetually the land of promise that never really quite got there. With Harry's involvement and leadership, that business is showing remarkable improvements in growth, in team sentiment, on all sorts of measures.
Thank you, Harry. Harry's appointment has enabled Marcus to focus on strategic growth. I'll come to growth. The elephant in the room is that, sure, we've taken cost out and we've streamlined this business, but we need to grow. We've—I won't say we've repurposed our most senior person towards growth, but he's very focused on it. We also appointed this year Geoff Rogers to run Trading and Market Data when Jason Hoang, a long-standing employee, moved on. I'm pleased to say that Geoff, who's leading the single open project and a range of other initiatives in Trading and Market Data, has been a very welcome appointment. As you know, we've restructured the company's remuneration framework to improve transparency and better align employee incentives with market practice and shareholder outcomes.
It is indeed pleasing to see that all proxy advisors have supported this year's remuneration report. From the conclusion of today's meeting, Iress will have a board of seven directors, most of whom have been at the company for five years or less. We have been through a board refresh. Today marks the retirement of Julie Fahey and Niki Beattie, both long-standing directors who have really contributed to our journey. We thank you both for many years of absolutely valued service, Julie and Niki. I can't see you, Niki, but thank you. We also appointed Susan Forrester, AM, and Rob Mactier as directors. They have certainly made their presence felt in a positive way, and they will be singing for their supper shortly when shareholders get to vote for or against their appointment. Looking forward, there are two focus areas I'd like to cover for FY25.
One is clarity, and one is growth. Starting with clarity. The transformation has made it quite difficult for investors to understand this company because of the sheer number of moving parts. We've had six asset sales. We've had the management of stranded costs that are left behind when you sell assets. The move to more transparent accounting and, very simply, the large number of one-offs incurred as we simplified the business. It has been difficult for the market to keep pace. Frankly, if you're the person on the buy or the sell side trying to run a model on Iress, it's not been an easy task. It'll take a while for the one-offs to come out of the wash to work through the system. However, today, there is considerably more clarity around who we are, what we do, and how we report the outcomes that we deliver.
Now to growth. Iress is a safe, defensive place to be in a storm. It has infrastructure-like qualities. However, our shareholders want more growth out of Iress, and we absolutely share that appetite and ambition. We've done the analysis. We understand the close correlation between growth and valuation. Having right-sized and reshaped this business, we're not stopping there. We're working on multiple ways of delivering organic growth. It's not going to happen overnight, but we have multiple plans underway to deliver sustainable growth strategies. When I hand over to Marcus, he will indeed address those growth ambitions. Before I do, I'd just like to acknowledge the people who have enabled the transformation and who have repositioned your company. Turnarounds are never easy, and they're certainly not easy in the public markets, and this one is no exception.
Having taken some quite tough medicine on this journey, we're really pleased to see the results now being reflected in our increased focus and our operating results. I'd like to conclude by thanking the board for their support. When you embark on these processes, you need a rock-solid board that stands behind your decisions, and that's what enables management to go and do what they have to do. This board has not wavered when things were quite difficult, so I did want to thank my colleagues. The real credit, of course, goes to the leadership team, Marcus and team, who did all of the heavy lifting. Thank you. I'd also like to give a quick shout-out, as it were, to the entire Iress global team, no matter where you are in the world. It's been a hard year. Thank you. Significant thanks, lastly, to our shareholders.
We've got shareholders who have been on our register for a number of years, very patient, waiting for the turn. We're greatly appreciative of the mandate that our shareholders have given us to turn this business around. Thank you, and over to you now, Marcus.
Thanks very much, Roger. I'd like to welcome everyone here and to all those who take interest in this great company. I feel really privileged to be the CEO of Iress and for having the opportunity to be part of such a dedicated and talented team. I also want to thank, just echo your comments, Roger, and thank the board and, I think, the ASX's most energetic chairman, Roger Sharp, for his support of us over the last two years. I am quite serious. It takes a team.
As Roger has outlined, the success of Iress's transformation program has been demonstrated through the delivery of a very strong set of financial 2024 results. We delivered earnings that exceeded our guidance range, and you might recall that we upgraded several times throughout 2024. We have, as a team, a strong focus on delivering earnings through expanded operating leverage and financial discipline. One of the key features of the transformation program has been the simplification of the group. As we disposed of businesses that were not core, we've completed the sale of four assets representing approximately $ 80 million in annualized revenue, and we've still managed to grow earnings materially. The divestment of another two assets, QuantHouse and Superannuation, are due to complete this year. Importantly, though, this has also allowed us to focus on improving the performance and customer satisfaction and service discipline within our powerful core franchises.
Furthermore, we have strengthened our balance sheet and reinstated our dividend. I have to say we are pleased with the progress, and certainly the outcomes are tangible. They are there for you all to see. However, we are really just getting started. When we first announced our transformation program, we highlighted the need to reset, refocus, and grow the business. This was all about—it was all in the service of resetting the platform to grow this business. Iress is now focused on its core businesses, where it has deep competency as well as important incumbencies. We are in an evolving industry. We see ourselves participating in global wealth technology markets, and I do not just mean XPlan here. I mean wealth tech in its broadest sense. Financial markets across the world are evolving rapidly. The last 30 years have brought absolutely unprecedented change.
There is now virtually seamless access to global trading markets and a rapidly expanding set of assets available for investment, both in traded and private markets. Against this backdrop, we've had an ongoing global prosperity effect, including here in Australia. We are the richest, best educated, most globally connected, and healthiest generation in human history. It is clearly apparent that the trend towards increasing wealth and prosperity is an ongoing process across decades, across centuries. It shows no signs of abating. Why is this relevant? We at Iress have the great privilege of working in multiple markets across the globe in financial services. What we can see is a vast evolving market in global wealth technologies. It's an area that's expanded dramatically in the last 30 years. This expansion is driven by expanded markets, new technologies, greater prosperity, and people looking for wealth advice.
When you look at just the markets that we currently operate in, you can see this. The landscape is changing swiftly with heightened interest in digital solutions, advances in the use of data and AI, and new commercial models. The wealth technology opportunity is large and growing with assets under management of $ 1.8 trillion—we're under advice, sorry—$ 1.8 trillion in Australia and $ 2.8 trillion in the U.K. It's a major sector of our financial services industry. As wealth assets grow, access to advice has not kept pace. At this point, more than 85% of Australians and 90% of those in the U.K. do not have access to the advice they need. There has certainly been a short-term dislocation in the growth and evolution of the wealth industry in Australia, and it has been caused by regulatory intervention. We think this is done now, though. It's worked its way through the system.
It's worked its way through our results. It's worked its way through the industry. This short-term interruption, though, to progress should not distract us from the opportunities that present themselves to us. The global wealth technology markets are vibrant, fast-paced, and growing rapidly. They represent one of the most exciting sectors to invest in and participate in in the world today. Where does this leave Iress? We've successfully reset and refocused Iress, and the work we've executed over the last 18 months means we are now in the right position to double down and focus on growth in wealth technologies. Iress's core wealth technology system, XPlan, is an incredibly resilient, pervasive, and data-rich platform. It delivers something like 60-70% of the advice in Australia—in Australia alone, sorry—and has done so for the last decade.
There are approximately $ 1.5 trillion of financially advised assets on XPlan and 60,000 end users across Australia and the U.K. XPlan is deeply interconnected with the broader wealth ecosystem with more than 130 data feeds and 100 in the U.K. There is simply no other competitor in our markets with this level of market coverage and interconnectivity. We have done the work looking globally, even on a global basis. As one of the original wealth platforms, XPlan is significant. It is up there with as good as anything else that is out there, in other words. XPlan is—sorry—the U.K. represents a material opportunity for Iress. We have got about 20% market share there.
We've turned this business around thanks to the work of Harry and the team in the U.K., and we've gained a strong reputation with our customers, particularly those in the large enterprise sectors where there's been a significant level of consolidation. Our reputation for data migration is unique, and that's been one of the great enablers for us and allows us to be a winner from the ongoing M&A activity in the U.K. industry. What we now have, though, ahead of us is the opportunity to explore and evolve new wealth technologies, building from our core knowledge, our IP, our data assets, and in doing so, we aim to capture a larger customer base in Australia and the U.K. Finally, we're continuing to invest in our Trading and Market Data business.
In 2025, Iress's single biggest investment is in preparing our clients for one of the biggest changes to the Australian trading market in many years: the move to a single open. This has included significant upgrades to our core trading applications and dedicated project and change management support to ensure our clients have made the necessary changes to be ready. We also continue to invest in the development of cloud-based trading applications, and we're very proud of our work here, including with the Iress Fix Hub, which now has more than 130 connections in seven countries across the globe and continues to be a focus for us. Iress is now a high-quality, streamlined, and much more focused organization. We've got the capacity and the capabilities to leverage growth opportunities and to invest in the technology, data, people, and systems to support this growth.
We aim to deliver it through a number of means, if you will. We're looking to deliver growth through disciplined, customer-led innovation in our core businesses and our core business operations of wealth and trading and market data. We intend to be accelerating initiatives to capture new revenue streams in adjacent parts of these existing ecosystems, such as digital advice, retirement income, data products, and cloud-based technologies. We'll also be advancing our initiatives in data and AI with enhanced APIs and interoperability. We had a very strong first quarter across the group in Iress. In February this year, we guided to our financial year 2025 adjusted EBITDA of $ 127 million-$ 135 million, NPATA of $ 54 million-$ 62 million, and underlying profit after tax of $ 65 million-$ 73 million. Today, we affirm that we are on track to deliver on that guidance.
While Iress is performing strongly at a financial level, we've also been making meaningful progress on our key strategic initiatives and the growth vectors we've identified in wealth tech. We look forward to providing more details on these initiatives as we progress through our year. Our next update, of course, is our half-year results in August, but we are planning a significant investor day in quarter four where we like to outline a lot more about what we've been doing in the growth vectors, show you some of the initiatives that we've been producing. In closing, I'd like to acknowledge the commitment and hard work of the Iress team throughout the transformation, the support of our board, which has been outstanding. Our results have been a whole-of-business effort, and I'd like to thank you, sorry, and thank you to our customers and our shareholders. Thank you, Roger. Back to you.
Thank you, Marcus. I do not know about that energetic label. I am still digesting that one.
I was certainly numerous people. [crosstalk]
I was very tempted to yawn when you said that, actually. Thank you. Are there any questions in relation to the chair's or CEO's addresses from shareholders and proxy holders here in the room, please? Naomi, are there any questions online?
Thank you, Chair. I have received two online questions in relation to this matter. The first is from Mr. Eric Pascoe from the Australian Shareholders Association. Dear Chairman, despite the company talking up reset, simplicity, and now a focus on growth, the fact is this regime has presided over dramatic destruction of shareholder wealth. When will you see a return to earnings per share, dividends, return on equity, and subsequently share price of three years ago?
Hello, Eric, and thanks for your question.
I think there's a pretty moot point about who presided over destruction of shareholder value, and I think the speeches we've delivered have talked quite clearly and concisely about the steps we've taken to restore the balance sheet, to restore earnings, quality of earnings. I mean, the metrics, I think, speak for themselves. We can't control the share price. It's currently about 3.5% down over the last year. We're all shareholders. We all want an improved share price, but we have to focus, Eric, on what we can control. It's earnings, it's EPS, it's the balance sheet, and it's delivering growth. Next question, please.
Thank you, Chair. The next question is from Mr. Alexander Whitman. Thank you for taking my questions. Well done on the transformation project and efforts to date by the board and management team.
It looks like the company is in the best shape it has been in years, with reduced debt and a cash-generative core set of simplified, focused operations. While the simplification process has seen a strong cost out to date, and these things take time, looking ahead, when can shareholders expect to get a sense of what the further reduced sustainable cost base for the company is going forward? Also, there has been a focus on growth in today's remarks. Given that growth for growth's sake was what got Iress into trouble in the past and necessitated the transformation program, how can you reassure shareholders that the growth going forward will focus on profitable growth or growth in per share intrinsic value?
Thanks, Mr. Whitman. That was quite a long question. I've taken two items out of it. One is, when will we understand what a sustainable cost base is?
Two is, how are we going to grow the business without blowing it up, if I could paraphrase? The cost base will become clearer and clearer as stranded costs from assets we have sold work out. It is going to take a couple of reporting periods. As I mentioned, the analyst community, whether it is buy or sell side, really must have had a heck of a job monitoring Iress because there have been so many changes. Through each of the next couple of reporting periods, as stranded costs leave, as partial periods of companies that have been sold work their way out, you will be able to get a very clear lens on the cost base. I think, generally speaking, we have managed our people costs pretty tightly. There is definitely technology and supply inflation globally in the tech sector, which outstrips growth in employee costs.
It's something we live with and are managing quite aggressively. We have a very firm grip on our cost base. Growth, that's the right question. There was $500 million or $ 600 million spent on growth assets that did not grow and were not integrated. We've sold a number of those, and we've fixed a number of others or are fixing. The challenge we've got in simple terms is we deliver currently 3% or 4% revenue growth, very strong recurring earnings, $ 600 million of pretty high margin recurring software revenues, but 3% or 4% revenue growth. If we were to get the business up to 8% or 10%, we think there would be a significant re-rating of our multiple. The sort of prices that one sees for high-growth software assets at the moment are simply beyond our reach. We're trading on 10 or 11 times next 12 months.
EBITDA, business is growing at 35%, which is a benchmark that we would need to get up to about 10% growth rate, are well beyond our reach. We might make the odd very small acquisition, but we are very focused on organic growth. We had, shall I say, robust discussion yesterday about our organic growth, very robust. We have a number of mechanisms we are working through to put a growth plan into place. We are focusing very specifically on solutions for our core customer base. It is all I can say for now. We are likely to hold an investor day later in the year, and we will be able to give more information on our growth factors at that point. Any other questions online, Naomi?
No further questions.
And no verbal questions online?
No further questions. Thanks.
All right. Thank you.
As I noted earlier, there are six items of business and five resolutions before today's meeting. The proxy votes received for each resolution should now be appearing on the screen. Fortunately, there's more green ink than red ink this year. They were released to the ASX website last night following the close of trading. The first item of ordinary business is to receive and consider the financial report for the year ended 31 December 2024. It's not a voting item, but we'd be very pleased to answer any questions and respond to comments. Our external auditor, David Petersen, is available to answer questions on the conduct of the audit, on the auditor's report, the company's accounting policy, or the independence of the auditor. There were no written questions for the auditor received in advance of the AGM. Naomi, actually, I should ask, are there any questions from the room?
Naomi, anything online?
No online questions in relation to this item.
[audio distortion], you're off the hook for now. Okay, let's move to the resolutions. Resolution one is the re-election of Michael Dwyer AM. As a Non-Executive Director of Iress, I now invite you, Michael, to sing for your supper.
Thank you, Chair. My name is Michael Dwyer, and I have had the privilege of being a director of Iress since February 2020. During that time, I've served as a member of both the People and Performance Committee and the Audit and Risk Committee. I have over 35 years' experience in superannuation, financial advice, investments, including 14 years as the CEO of First State Super, now Aware Super. I'm currently the Chair of TCorp, New South Wales Treasury Corporation , which is the central funding body for the New South Wales Government.
I'm Chair of Hope Housing, Chair of the Advisory Committee of M Squared Capital, and a member of ASIC's consultative panel. I'm also a director of the Sydney Financial Forum and a member of the Global Advisory Council on Tobacco-free portfolios. I believe Iress is well positioned for growth following completion of the transformation program with the focus on strengthening and growing core business operations in wealth and trading and market data. I offer myself for re-election as a director. Thank you, Chair.
Thanks, Michael. Are there any questions on this resolution from those attending in person? Naomi, anything online?
I've received one online question, Chair. The question comes from Mr. Stephen Mayne. Thank you for disclosing the proxy position early to the ASX, along with the formal addresses at 6:57 P.M. last night, giving shareholders plenty of time to analyse the data before today's best practice hybrid AGM.
Well done on receiving such strong support on all resolutions. The biggest protest vote was only 6.5% against the re-election of Michael Dwyer. Do you know what caused this? Did a proxy advisor raise any issues, or was there a particular institutional holder who delivered the circa AUD 70 million protest vote?
Hello, Stephen. It's nice to have you here. We were not sure you were going to come. Look, to be honest, I've got no idea. I went through four sets of proxy advisor interviews over the last week. Susan Forrester and I spoke with the 10 major shareholders. I speak with shareholders all the time. Nobody has had a contrary word to say about Michael or Michael's appointment. There's not been a whiff of concern. I think unexplained and, frankly, not relevant.
Thank you, Chair.
Any other questions?
No further questions. Thank you.
All right. Thank you.
The proxy votes on this resolution are now shown on the slide. Could you please cast your vote on this resolution? I'll move to Resolution Two, which relates to the election of Susan Forrester AM as a non-executive director of Iress. Sue was appointed under a casual vacancy as a non-executive director in October 2024 and was appointed Chair of the People and Performance Committee earlier this year. I now invite Sue to say a few words.
Thank you, Chair. Good morning, shareholders. It's an honor to sit before you today as a candidate for election on the Iress Board of Directors. I appreciate the trust and confidence placed in me since my appointment last year, and I am eager to continue contributing to this dynamic and forward-looking organization.
Throughout my board career, which I commenced in 2008, I've been committed to fostering governance excellence, governance strategy, and people leadership, values that align very closely to Iress's vision. I bring over 35 years of experience in corporate law, strategic human resources, and leadership across both board and executive roles. This background has equipped me to navigate complex challenges and opportunities in industries undergoing complex change, and my approach is always pragmatic while prioritizing sustainable long-term growth and strong governance. The Iress People and Culture Committee will be my 10th listed People and Culture role, so I do bring experience and enthusiasm. I value the perspective of shareholders and stakeholders and will continue to align our approach to remuneration and performance with leading market practice. I'm also keenly involved in our global cultural transformation project, and I look forward to reporting back as it achieves its milestones.
My other director roles include Chair of Jumbo Interactive, a technology company, and Plenty, which is a digital fintech. To balance my board portfolio in the government sector, I chair Southbank Corporation in Queensland, and in the private sector, I chair Health Engine and WGA Engineers. Throughout my career, I've demonstrated a commitment to ongoing professional development, and I've recently graduated from the AI Sprint for Directors at Sydney University. I humbly ask for your support for this election and prize my role at Iress, and thank you for your consideration.
Thank you, Sue. Are there any questions on this resolution from those people attending in person, please? You're getting off lightly, Sue. Any questions online?
Not so lightly. I've got one question online.
Okay.
Could new directors Susan Forrester and Rob Mactier, along with our energetic Chair, comment on the recruitment process that led to their appointment to the board? Which headhunter assisted with the process? Did the full board interview each candidate as a group or individually, and did they interview any other candidates? Finally, did Susan or Rob know any of our directors before engaging with the recruitment process?
Is that from Stephen?
Yes, it's from Mr. Stephen Mayne.
It's actually a really good question. We engaged Heidrick & Struggles, their professional director recruitment unit. A full market search was done. We actually put together a skills matrix to work out what are the skills we were looking to replace and recruit for, where are the gaps. We went out to literally dozens of candidates.
Every single board member interviewed them, sometimes together, sometimes individually, but everyone—I have a very strong view that every director needs to interview a potential replacement, and that's what we did. I had never met Susan before. Very pleased I did. I knew Rob probably 40 years ago very briefly. Ran into him on the street probably half a dozen times in 40 years. He's also been, I think, a great addition to the board. Stephen, does that answer your question?
Y es.
Very good. Thank you. Yes. No verbal questions?
No further questions. Thank you.
Okay, the proxies for this resolution are shown on the table. Could you please now cast your vote on the resolution? That leads us to Rob Mactier. Rob, was I right? Was it 40 years ago or 30?
Let's call it 35 years. Split the difference with you, Chair.
Very good. Resolution Three relates to the election of Robert Mactier as a non-executive director. He was appointed a non-executive director also under a casual vacancy in October 2024, and I now invite him to say a few words.
Thanks, Roger. Good morning, everyone. It was an honor to be invited to join the board of Iress, and I'm very happy to offer myself for election by Iress shareholders today. I've been a director of public companies in Australia and offshore for nearly 20 years, spanning a range of different industries. I currently sit on the boards of Nuix Limited and Kinetic IT Proprietary Ltd, both leaders in their respective fields in the IT sector. In addition, I have a long and current career in investment banking in Australia and first came across the Iress products as a professional user in the mid-1990s.
My interest in joining the Iress board was that, having been through a period of transformation and rightsizing, the company was now well positioned to enter into a period of organic and inorganic growth. I believe that the skills and experience that I have developed through my board director and investment banking career will enable me to meaningfully contribute to helping Iress capitalise on the growth opportunity that lies in front of it. I look forward to receiving the support of the Iress shareholders and the opportunity to work collaboratively alongside my fellow directors and the Iress management team to deliver growth and value accretion for our shareholders. Thank you.
Thank you, Rob. Any questions from the room, please? Anything online, Naomi?
I've received one online question from Stephen Mayne in relation to this item.
In 2019, Treasury Wine Estates voluntarily moved to annual elections for directors in line with best practice that occurs in both the U.S. and the U.K. Dual-listed companies like News Corp and Rio Tinto all do this due to the laws in the U.S. and U.K., and BHP has continued doing it even after its U.K. DLC ended in 2021. Can the Chair and new Director Rob Mactier comment on whether they would be open to following this TWE lead and move to annual elections of directors at the 2026 AGM? Our governance and transparency is excellent, particularly around the annual AGM process. Are we prepared to look at putting a cherry on top with all directors standing for election next year?
Stephen, are you putting forward News Corp, News Limited as an example of good governance? That's interesting. I'm being a bit tongue-in-cheek, clearly.
My response, I'll let Rob respond because Stephen wants a comment from him. Look, we've just been through a very tumultuous period. We've had 33% of our people leave. We've just done a board refresh. I would personally like, as Chair, to just have an opportunity to work with the team and bed down the culture of this board over the next year or two. In U.S. dollars , we're about a billion market cap. We're not Rio. We're not News. We're actually a small cap that needs to find growth. I would argue that we ought to be thinking about stuff like, where can we find growth and quality growth in the short term rather than changing the settings. Stephen, you put forward some very good governance suggestions, which we have in the main, excuse the pun, we have adopted. This one, I just think the timing's wrong.
Rob, any comment from you?
I'd just like to say that I'm a fervent believer in appropriate board renewal, but also board continuity. I think that's really important for any company. The notion of annual elections, which we should think about and annually think about, does give rise to the risk of having a complete board turnover in one year, and that wouldn't be in the best interests of the company. For now, I'm very supportive of the Chair's views.
Any follow-up questions, Naomi?
No further questions. Thank you, Chair.
All right. Thank you. The proxies received for this Resolution Three are shown on the slide. Please now cast your vote on the resolution. Resolution Four relates to the company's remuneration report. As the shareholder vote on this resolution is advisory in nature, the outcome of the vote is not binding. However, we take it seriously.
If the company receives votes of 25% or more against the remuneration report of two successive AGMs, a resolution to call a spill meeting of the board must be put to shareholders. Quite disruptive. Susan Forrester and I are certainly available to answer any questions on the remuneration report. Do we have any questions from the room, please? Anything online, Naomi?
I've received one question online from Eric Pascoe from Australian Shareholders Association. Mr. Chairman, does the use of SARS unduly reward the CEO for the initial destruction of the Iress share price and then its apparent recovery? His benefit will clearly not reflect the losses felt by shareholders.
All right. Thank you. Sue?
Yep. Great. Thank you, Eric.
As you know, we adopted a market-aligned remuneration framework in FY24 with elements of fixed pay, STI, and LTI, and the first year of that three-year plan was FY24. We moved to a share appreciation rights scheme as the key instrument in our LTI, and the two measures we use there are growth in EPS and growth in absolute total shareholder return. In order for the SARS to vest, we must achieve at least 6% growth in our share price and at least 5% growth in our EPS. As a board, we've tested these, and we believe these set the appropriate amount of stretch. We also adopted minimum shareholding requirements for our CEO and KMP, and Marcus is required to hold 150% of his base remuneration in shares, which must be achieved within a five-year period.
Taking that into account, we are satisfied that the measures that we have for our LTI, being EPS increase and total shareholder return, sufficiently incentivise our management team. They are market-aligned, and they drive long-term shareholder value.
Thanks, Sue. Eric, I would add one thing you will recall because we've been having these discussions for a number of years, that in the previous remuneration structure, Iress somehow ended up remunerating its staff with equity rights, which were guaranteed as a percentage of salary without KPIs being attached. Now, those have been eliminated. We've now moved to a significantly more performance-based framework. Thanks for the questions, Eric. Any further questions online, Naomi?
No further questions. Thank you.
All right. Thank you. The proxies received for Resolution Four are shown on the slide to your right, if you're in the room. Please now cast your vote on this resolution.
We now move to the final item of business, which is Resolution Five relating to the grant of share appreciation rights to Marcus, the CEO, under the Iress long-term incentive plan for FY25. Are there any questions on this resolution from those attending in person, please? Naomi, any online questions?
I've received one question from Stephen Mayne. Could the CEO summarize his past LTI grants at Iress as to whether they are likely to vest or lapse since he joined the company in 2022? Also, does he have any ongoing equity interest in PEXA, another public company where he served as CEO? I'd also like to thank the board for disclosing last year's poll outcomes with the additional headcount data and seek confirmation that Computershare will provide the same data this year.
By disclosing this data, we know that only 212 of our 7,500 shareholders voted on this item last year. Have any steps been taken to lift retail shareholder voting participation this year?
Marcus.
Yeah, thanks for the question, Stephen. My shareholder long-term incentive scheme is exactly the same as everybody else's in Iress. In fact, the SARS are shared. We are required to achieve a hurdle in share price for any of our LTIs to vest, and currently, we're not in that situation. At this stage, we are required to get a share price uplift in order to have any value whatsoever in those appreciations. I think we do strive to align ourselves with shareholder interests in this regard. That's the answer to that one. We'd certainly be delighted when those shares do eventually vest because it will mean benefit for all shareholders.
As far as PEXA is concerned, which is a—you've delved into the history books there. I do not have any current interest in PEXA.
I might just turn to the retail shareholder question, though, which is a good one. We'll take that on notice. We have been having internal discussions about how we can engage with the retail investor community more actively. Let's take that on notice, and we will work on it during the year. Thank you. All right. The proxy votes received for Resolution Five are now on the slide. Please, could you now cast your vote? Before moving to close the voting, I'll now offer those people attending the meeting today the opportunity to ask any further questions they may have of the board. If you have a question, could you please raise your hand and identify yourself? Naomi, are there any additional questions received online?
I've received one final question from Mr. Stephen Mayne. Thank you to Julie Fahey and Niki Beattie for their eight and ten years of service to this board, respectively. It is always helpful for investors to have access to some exit perspectives from retiring long-term independent directors. In their final contributions as directors of Iress, could Julie and Niki please comment briefly on what they regard as the best two decisions made during their time on the board? Do either of them have any regrets they'd care to share publicly today? Julie, would you like to start? Good question.
Thanks for the question, Stephen. I think there's a couple of comments that I would make. First of all, I think some of the best decisions we made, I think we have a very, very energetic Chair.
I think that was an excellent decision that we made as a board. Secondly, we have an almost equally energetic CEO, who I think has also been a very, very good decision of the board. In terms of regrets, I think it's always something you reflect on in terms of decisions you've made at any point in time. I think with the best information you have at the time, you make the best decision you can for the shareholders, the company, the customers, and the employees. Yes, maybe there's times we would have liked a different outcome. From a personal perspective, I think as long as you can confirm that you've made the best decision you possibly can with the information you have available, that's the right outcome.
Thank you, Julie. Niki, your response, please.
Yes, thank you. I hope you can hear me.
I agree with Julie. I mean, first of all, I'd like to say I think companies are like ships. They take a long time to move and change direction. The board tries to be as effective as it can, but it does take time to make change. I think electing or choosing Roger as our Chair and Marcus as CEO has been a great decision that's been made. We've been through a fantastic transformation process that's been very hard. Actually, as Roger said, we've got a very cohesive board that's worked behind that. Honestly, I think I'm a strategist. It's my key skill. I think it's only in the last few years that I've really seen Iress go through an extraordinary and very, very good and thorough strategy process, which I was very pleased to be part of.
I think that's been a fantastic period for the company to really step back and think about what it's doing and where it's going, which has led to the whole transformation process as well. I don't think I have any regrets. I am glad to not be here in the middle of the night for meetings. Often I'm in Australia as well, so I'm on the ground a lot. I think one of Iress's biggest challenges is how does it run an international company from an Australian time zone? I still think we haven't fixed that entirely. I like to think at the board level, I'm representing that, but there are hundreds of staff around the world for Iress, so it's a tricky one to manage. I wish best of luck to the team going forward.
I think we've got a very strong board, and I've been glad to be part of the decision process to see the renewal through as well. As Roger said, we've all been part of seeing how that board changes. Thank you.
Thanks, Niki, and thanks, Julie. Those were great answers. You can tell from the quality of the answers we're going to miss these two individuals. Thank you. Any further questions, Naomi?
No further questions. Thanks, Chair.
All right. That concludes our discussion of the items of business. I'll now move to close the voting. Please ensure you've cast your vote on all resolutions. I'll now pause for—I know the run sheet says 90 seconds. We're going to pause for 60 seconds to allow you time to finalize those votes. Computershare representatives will collect the voting papers from those attending in person.
Have all voting papers been completed and collected? That's a yes. We've done it within our 60-second limit. I now declare the poll closed. The results will be released to ASX later today and will also be available on our website. A transcript of the meeting will also be available on our website. I'd like to thank shareholders, proxy holders, and visitors for their attendance today and declare the meeting closed.