Good morning, everyone, and welcome to the 2023 Annual General Meeting of Integrated Research Limited. My name is Cathy Aston, and I'm the interim chair for the company for today's meeting. Sadly, I'm here today as our chair, Peter Lloyd, who has sent his apologies, is unable to attend the AGM in person due to a significant family emergency. Our thoughts are with Peter and his family today. I'd like to start by acknowledging the traditional owners of the land on which we meet today. They are the Gadigal people of the Eora Nation, and recognize their continuing connection to land, waters, and culture. We pay our respects to their elders, past, present, and emerging. Today's meeting is being held both in person and online by the Computershare Meeting Platform. This allows shareholders, proxies, and guests to attend the meeting virtually.
All attendees can watch a live broadcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. For voting shareholders attending in person, upon registration, you will have received a green color voting card. Online attendees can submit questions at any time, and to ask a question, select the Q&A icon. Type your question in the text box, and once you have finished typing, please hit the Send button. Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your question may be moderated, or if we receive multiple questions on one topic, amalgamated together. To ask a verbal question, please follow the instructions written below the broadcast. Voting today will be conducted by way of a poll on all items of business.
I will shortly open voting for all resolutions. If you are eligible to vote, once voting opens, press the Votes icon, and all resolutions will be activated with voting options. To cast your vote, simply select one of the options. There is no need to hit Submit or enter a button, as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You can change your vote up until the time I declare voting closed. I now declare voting open on all items of business, and we will now commence the proceedings. Excuse me. I've determined that a quorum is present, and it is post 10:00 A.M. I declare the meeting open. I'm pleased to extend a welcome to all shareholders who are present, and also to guests representing brokers and analysts, and who are also present either in person or online.
I'd like to introduce my fellow directors who join me today. John Ruthven, CEO and Managing Director, Anne Myers, James Scott, Michael Hitz, and also Matthew Walton, the interim CFO, and Will Witherow, the company secretary. We also welcome a representative from the company's auditors, Ernst & Young, represented here today by Partner Mr. Julian O'Brien. N ow to the formalities. A number of validly signed and completed proxies have been received by the company secretary, and their voting on each resolution will be disclosed prior to the resolutions being put to shareholders. I will now deal with the meetings, the items of business, in the order in which they appear in the 2023 AGM notice of meeting, and I will take the notice of meeting as read.
I advise that the minutes of the previous AGM were signed as a true record at a subsequent meeting of directors, and a copy of the 2022 AGM minutes is with the company secretary. I table the following documents for consideration by members: the financial statements, the remuneration report, the directors' report, and auditors' report. These documents are available for inspection and are held by the company secretary. Presentations will now be given by myself and John Ruthven, and questions will be addressed after all presentations have been given. I will now give the chair's address on behalf of John, sorry, on behalf of Peter Lloyd. J ust noting that I was appointed as interim chair yesterday afternoon, so this one may be a bit more reading than you would normally expect in this.
Last year, we shared our focus on transforming this business in the face of external and external execution challenges. Many of these challenges persisted into the year, so we have continued the work to transition the business and improve our execution. Our three-phase strategy of innovation, execution, and scale continues to be the driving force for our business. The execution phase has been extended while we remain focused on getting the business fundamentals right. Through the year, we refined our go-to-market model to ensure that we are more closely aligned with near-term customer needs and increasing our focus on winning new business. This includes new customers for our current product portfolio and selling new products to our existing customers. All regions experienced growth in total contract value.
APAC continued its strong growth trajectory and finished the year up 36%, with growth due to healthy renewals and new business, primarily in Collaborate. Europe, too, continued its return to growth, finishing with improved performance, up 18% on the prior corresponding period, due to large contracts being renewed across all product lines.... Our largest geographic region, the Americas, also generated growth. While modest, total contract value was up 5% on the prior corresponding period, again, due to large contracts being renewed across all product lines. After a challenging couple of years, there are positive signs that the business is stabilizing and is experiencing early signs of growth. While challenges persist, particularly within our Collaborate product, where churn is expected to remain at elevated levels as customers migrate into cloud-based environments, we are still winning business from larger customers requiring bundled on-premise, cloud-based solutions.
Longer term, the evolution and the cashless economy provides us with continued optimism around our Transact business. Our FY 23 results demonstrated our commitment to transform our business into a more efficient organization. Our effort is not only to identify opportunities, but to better execute on how we do business. A key focus has been, and continues to be, on reducing the cost of doing business and improving the company's working capital position. We've refined our product innovation approach to address near-term opportunities with customers and prospects. An enhanced business case discipline and reduced development cycles tied to validated customer use cases, in some cases, leveraging a co-development model. We will continue to improve our working capital to self-fund future strategic options.
Customers have acknowledged the value that we bring to them through our annual customer survey, highlighting the quality of our products, the mission-critical nature of what we do, and how we help them resolve complexities in their business. While the focus remains on three product lines of Collaborate, Transact, and Infrastructure, we are broadening our monitoring strategy and leveraging targeted co-development opportunities with key customers. We are also extending our third-party alliances and partnerships to expand our value proposition. We have defined a clear and consistent set of priorities as we work hard to build upon our business growth trajectory. We've also strengthened the cash position and repaired balance sheet, thanks to the work of our CFO, Matthew Walton, and his team. Through prudent cost management, operational performance, and further revenue growth, we will continue to improve the company's working capital position in support of growth.
Shortly, I will ask John Ruthven, our Managing Director and CEO, to present the CEO's address, where he will step through the performance of our individual Collaborate, Transact, and Infrastructure product areas, and our focus for FY 24 in more detail. Turning now to the board, I would like to thank Allan Bracken, who left us recently after serving two years on the board as a non-executive director. He was Chair of the Nomination and Remuneration Committee and a member of the Audit and Risk Committees. We thank Alan for his many significant contributions. Alan's vacancy was recently filled by Michael Hitts, and in accordance with IR's constitution, is up for election at today's meeting. Michael brings a wealth of experience in strategy, innovation, and investment. Also with us today is Mark Brayan, who's been nominated by a shareholder as a non-executive director.
I will ask Mark and Michael to introduce themselves formally later in the meeting. After six years as a non-executive director, Anne Myers has announced her intention to retire from the board. We sincerely thank Anne for her many years of dedication she has shown to Integrated Research, and the wisdom she had contributed through her tenure. Most recently, Anne served as Chair of the Technology and Innovation Committee, and was previously the Chair of the Audit and Risk Committee. I would like to acknowledge the extensive support of my fellow directors for their commitment and dedication to IR, which is constant and inspiring. On behalf of the board, I would also like to thank our CEO, John Ruthven, and his leadership team, and all IR employees who have worked hard throughout the year and are committed to seeing the business prosper and grow.
In closing, I would also like to extend our gratitude to our customers and our shareholders. Thank you. I'll now ask John to do the CEO address. Thank you.
Thank you, Cathy. Good morning, and welcome. Following on from Cathy's address, I will provide a recap of last year's financial performance, as well as a company update, and conclude with a high-level trading update in the form of a year-to-date summary report. As I reflect on the FY 23 year and FY 24 year to date, it's important to balance some of the headwinds and tailwinds. We worked hard to improve the working capital and cash position of the company. We've tightened our fiscal management, including an overall reduction in employee numbers. We've tempered more speculative R&D investment to focus on near-term, customer-driven requirements. Despite the refocus of our go-to market and a year-to-date TCV position that is ahead of last year, churn in Collaborate remains a concern. This is driven by customer decisions to adopt cloud-based collaboration infrastructure.
However, our value proposition remains stronger in large, multi-vendor enterprises, where there is a longer tail to on-premises infrastructure. We have a plan to grow in FY 24 and are executing to that. Moving to Slide 6. Integrated Research, or IR, as we're better known, is a global software company providing performance and experience monitoring solutions for critical business systems. We have three product lines: Collaborate for unified communications and UCaaS, or Unified Communications as a Service, Transact, which sits in the payment space, and our Infrastructure product for Hewlett Packard Enterprise or HPE for NonStop environments. Common to the use cases that we support are complexity, mission criticality, and scale. Now, on Slide 7, the underlying strength of IR's business model is our customer base. These customers are large, well-known global enterprises across key industries, including technology, telecommunications, financial services, government, healthcare, higher education, and retail.
Our customer base is long-tenured on multiyear, non-cancelable contracts with mission-critical requirements. On Slide 8, we summarize our statutory results. The company achieved normalized profit after tax for the year of AUD 2.6 million, and that's excluding a non-cash impairment charge resulting from an impairment assessment forecast reflecting current trends in new business renewals and expense growth. Statutory revenue for the period was AUD 69.8 million, up 11% on the prior year. The strong performance resulted from the improved sales execution, a larger renewal book, and healthier external trading conditions. The FY 23 license renewal book grew by 10%, AUD 4 million through price increases and AUD 1 million... S orry, AUD 4 million through price increases, of which three covered AUD 3 million in term extensions of AUD 1 million. Cash receipts from customers totaled AUD 76.3 million, up 1% over the prior year.
The company continues to benefit from long-term based, non-cancelable license contract with a higher quality customer base, an increase in cash receipts, and an increase in cash at bank, which continues due to a strong focus on cash management. Now on Slide 9, and switching to pro forma results. The lead performance indicator, Total Contract Value or TCV, was AUD 68.5 million for the year, up 21% on the prior corresponding period. We continue to report revenue on a pro forma subscription basis, which while a lag measure, we believe is more reflective of the long-term underlying performance of the business. Subscription revenues for the period were AUD 68.3 million, marginally down as a result of lower new client sales and non-renewals from FY 22 and FY 23.
Revenue from testing solutions and services contributed to the period-on-period decrease in total pro forma revenue, as the year had a large renewal focus. Pro forma EBITDA dropped 28% as a result of lower revenue and cost increases due to inflationary pressure and a one-off U.S. loan forgiveness in FY 22. Our cash conversion rate for the year improved to 101% as a result of the strong cash collection in the year. The key balance sheet metric shown on Slide 10 shows a 31% decline in net assets as a result of the AUD 31.8 million impairment of goodwill and intangible assets. Cash and trade receivables increased AUD 1 million on the prior year. Receivables remain a strong source of cash flow in the current and future years. The company remains debt-free. Moving to strategy, I'm on Slide 11.
Our three-phase strategy of innovation, execution and scale remains intact, albeit with an extended execution phase. Core to this phase is strengthening our business fundamentals. Our strategy remains focused on three product lines: Collaborate, Transact, and Infrastructure, noting a close synergy between our Transact and Infrastructure business. The execution phase is focused on enhancing our ability to win new business, both new customers and new products to existing customers. In our Collaborate business, we target large, complex, multi-vendor enterprises, where our value proposition and price point resonate more strongly. Also, enterprises where there will be a longer tail for on-premises, our traditional business. These include organizations like large healthcare providers, higher education institutions, and law enforcement. To accelerate our innovation for these customers, we often work in a co-development engagement focusing on smaller, targeted pieces of work. Two significant drivers of demand for Transact are compliance and real-time payments.
ISO 20022, an electronic messaging global standard for financial information, is driving compliance issues for large financial institutions and payment processors. For some years now, countries have been rolling out real-time payment schemes, creating new challenges for monitoring and managing these rails. We are targeting customers and prospects with existing products and value-added services to address these challenges. Now on Slide 12. The customer journey is at the core of our Collaborate strategy. The collaboration space has been going through significant disruption for a number of years, not just the structural market change of work from home, but the rapid innovation in the applications, infrastructure, and devices that define the collaboration space.
Three major challenges we are facing are: A, customers moving away from their on-premises infrastructure, our core strength, B, vendor troubleshooting tools for cloud-based deployments, and C, data limitations from vendor APIs. In response, we're leveraging our extensive large enterprise customer base, where the average number of seats is greater than 25,000. Our GTM is focused on large multi vendor customers and prospects, where scale and complexity play to our core strengths and price point. We can grow with customers through renewal yield, upsell of seats, as well as new products. To deliver on this, we've refocused our product investment to differentiate from vendor tools, or simply stated, as value beyond the vendor tools, and then working with vendors on migration assurance. Moving to Slide 13, Collaborate customer wins. In July, we closed an important renewal with a large U.S. financial services company.
Our solution provides a single view across their 29,000-seat environment, allowing them to proactively monitor, alert, and troubleshoot issues from Avaya to Microsoft Teams. In June, Cigna Healthcare renewed and expanded IR's full suite of Cisco products to monitor and troubleshoot their critical voice and video environment. Several years ago, they acquired a large organization and recently made the strategic decision to consolidate the two collaboration environments and standardize on IR. Critical to this process is migration assurance, and our new agreement gives them the tools and the capacity to do this, growing our license from 80,000 seats to 135,000 seats and extending the term for another three years. In October, they also renewed their stress test agreement for up to 12,000 concurrent calls.
We added a new service provider, customer in the U.S. in September for a 3-year term. They will utilize an extensive suite of IR products to monitor their managed services platform. On Slide 14, we take a look at the Transact and Infrastructure strategy and roadmap. The Transact and Infrastructure segment is a dichotomy of systems, processes, and infrastructure that have been around for more than 40 years and are being disrupted with modern payment methods driven by customer experience. This is capped off with a demanding compliance, standards, and services level environment, with serious penalties for breach or failures and a large, dominant vendor landscape.
The challenges for IR reflect this dichotomy: A, customers are slow to adopt new products; B, it's difficult to project how the segment evolves with cloud; C, aligning to large vendor priorities can be difficult; and D, a dynamic market, with new competition emerging. To address these challenges, we've rebalanced our go-to-market to align with our customer journey more closely. We will benefit from the long tail of on-premises business, our core strength. At the same time, we're broadening our monitoring strategy to an ecosystem play to increase our value proposition and leveraging targeted co-development opportunities with key customers to better align to near-term opportunities. On Slide 15, we take a look at a couple of year-to-date Transact customer wins. Earlier, I talked about countries rolling out real-time payment schemes and modernizing their payment platforms.
Network International signed a 3-year renewal and extension of their IR solutions to support their expansion in the Middle East and Africa and the modernization of their systems. Core strength of IR's customer base is the long-standing nature of our customer relationships. Worldpay, a large payment processor based in the United States, has been an IR customer since 2003. In September, we signed a new 5-year renewal for our cards monitoring product to continue to ensure their e-payments networks are operating at optimal levels. Slide 16 captures our priorities for FY 24. There is not too much change from FY 23, a clear and consistent set of priorities as we work hard to continue the business growth trajectory. 1. Field leadership for all three regions continue to focus on improved field discipline, renewal yield, and new business pipeline.
We're confident in the plans we have in place, the design of the go-to-market model, and leadership's commitment to growth. 2, we've rolled out a commission plan that rewards new. Our go-to-market design targets high-value, new prospects, and we have demand generation plans to build pipeline. 3, the renewal book is stronger in FY 24 and is expected to benefit from the processes, cadence, and discipline implemented in FY 23. We're very focused on some of the challenges impacting Collaborate renewals. 4, we've budgeted to lower our operating cost base in anticipation of a more constrained trading environment. 5, in FY 23, we flexed our approach to innovation and R&D spend. We will benefit from this approach in FY 24 with customer-driven solutions, co-development with customers and vendors, and a near-term focus. 6, our cash position has strengthened through prudent cost management and operational performance.
We'll continue to improve the company's working capital position to fund growth. Coming to the final slide, I would now like to remind you that IR does not provide specific guidance. However, as we progress through FY 24, we share the following progress report against our priorities to keep the market informed. One, year-to-date TCV is ahead of PCP, and customer sentiment appears to have normalized. TCV growth is expected for the full year. Secondly, year to date, new customer and new to existing TCV is circa 20% of the pipeline, supporting a new business growth outlook. Thirdly, the renewals book exceeds the prior year, balanced across H1 and H2, and skewed towards Collaborate clients. Collaborate churn is expected to persist as clients migrate to a SaaS environment.
Four, we've reduced our headcount, operating budgets have been trimmed, and our operating expense is expected to be down on the prior year. Fifth, we anticipate reduced R&D spend through a targeted approach to product development, and we expect capitalization of R&D to be minimal. Finally, the year-end cash position is expected to be higher, assisted by increased sales, reset of the cost base, and a focused receivables collections program. That concludes my presentation, and I'll now hand back to Cathy.
Thank you, John. The first item of business for consideration is the company's FY 23 financial statements and reports, and there is no formal vote required on this item of business. I now invite shareholders to ask questions or make comments on the financial statements and reports and the operations and management of the company. Please remember that shareholders and proxies can submit their questions at any time during the meeting when logged into the Computershare Meeting Platform. Will Witherow, our company secretary, will act as moderator today, and our webcaster will moderate audio questions via the phone line. Moderator, are there any pre-submitted questions from shareholders on this item?
There are no pre-submitted questions on these matters.
I now invite shareholders in person to ask questions. Are there any questions from those in attendance in person on this item?
Brian Ellison, shareholder. Just an inquiry. What's the franking credit balance in the company?
Maybe ask Matthew to respond, please.
Franking credits of about AUD 7-8 million, which would afford about a AUD 90 million franking credit to shareholders' dividend franked.
Yeah. Okay, thank you. I guess the business we've got in America doesn't generate franking credits. It does, yeah. Okay. It seems like a very small profit for a company with this sort of reach and that sort of thing. Is it because our margins are too thin or... Which, of course, means that the cost base would be more destructive. Is that the problem?
Well, I think part of this has been addressed in John's presentation, but I might ask John to just elaborate a bit further on the sort of, okay.
Yeah, thanks for the question. I think the priorities and the changes that I talked to in my last two slides should address your concern on a go-forward basis. We'd certainly like our margins to have been better, but I think that we're well positioned based on how we've set the company, reduced the cost base, and expectations around better operating performance.
Thank you.
Okay, we'll go to the phone moderator. Are there any audio questions on this item?
Chair, we have no phone questions at this time.
Okay, thank you. Moderator, are there any online text questions on this item?
Chair, we do have four questions within this category.
Okay.
I'll run through them. The first question is: Can you expand on why R&D is no longer being capitalized, and does that mean that you and the auditors agree that there is little ongoing future benefit from your R&D spend?
This might be a Matthew question. Thank you.
Thanks, Cathy. T o capitalize R&D, you have to see future economic benefit, and you have to have a valuation profile that supports the carrying of the intangible asset. A t this point, we don't have a program of work that is gonna drive either of those or satisfy either of those two criteria.
The next question: Given the strong cash position and share price trading at new lows, would the board consider a share buyback as an efficient way of improving EPS?
I think maybe to comment on the cash position, firstly. I mean, I think it was pleasing to see the cash numbers this year. I have to say that there's been times through the year when the cash forecasts haven't looked as good as they do at the moment. B ear in mind, cash is a point in time measure, and there is a amount of sort of lumpiness in the cash flow, given, you know, upfront payments. Also taking into account sort of working capital needs, you know, obviously, we're taking a prudent approach. I'll ask maybe Matthew just to add some color on the cash position.
Thanks. Thanks, Cathy. IR's cash receivables generate about 70% of cash paid over the course of the contract and 30% paid up front. We're quite a lumpy business. We would find that both the December and June months would be the two significant months through our sales cycle, and hence, 60-90-day collection process for the upfront payment from that being, you know, December, February, March, and June being,
... August, September. What we find is that the other months can be very quiet. June, July, August can be very, very low sales months, very quiet, collections following that. September, you know, can spike up a bit, but it also can be flat. W e can actually go for about five months without a great strong sales profile, and hence a significantly reduced cash inflow. W e've got the 70% coming from deferred, but not the filler coming from the the upfront payments. T hat, that means that we end up having cash burn, and that cash burn is probably in the order of AUD 3 million-AUD 5 million a month. We don't have a banking facility, so we don't have any sort of working capital outside the cash position that we've got.
So we can see that in, you know, if we have an adverse period, we could go to, you know, need AUD 15 million of cash, which is what we've got, as sort of buffer in the bank. I think at the 30 June, we had AUD 18.6 million, which is only a smidgen over that AUD 15 million, so it's safe but prudent to hold it at that at this point. I mean, my position would be that the board, I think, actively monitors capital on a regular basis, and not just share buybacks, dividends, and other things.
Yeah. Thanks very much, Matthew.
The next question: What would trigger... excuse me. What would be the trigger for the board to reinstate dividends?
Go ahead, Matthew.
Thanks, Cathy. Look, I would refer back to the previous question, and I guess the lack of a working capital facility from a bank. A trigger would be a range of things. One would be a reinstituted working capital facility, and that would require us to continue the path of prudent financial management, and, you know, a track record of profitability, so that we could restore a bank facility. That would reduce the amount of cash we'd need to hold, and the board at that point may see that, of the range of capital options in front of them, a dividend could be one of them. U ltimately, prudent financial management, that would lead to, better working capital management than we're able to afford today.
Thanks, Matthew.
Next question: How does the weakness of the Australian dollar affect the company's profitability?
Go ahead, Matthew.
Thanks, Cathy.
Yeah.
So, the company had had a hedged position in prior years, and in the last couple of years, that hedge position, not just on U.S. dollar, but GBP as well, that hedge position had been both beneficial and adverse to the company. Ultimately, you know, probably made it AUD 600,000 or AUD 400,000 in one year, cost us AUD 600,000 in the following year. There has been a revisitation of the hedging policy. We've let the hedges we had run out through the course of FY 23. W e're probably at a point now where FY 24, we'd look to have a hedged position going forward.
It's fair to say that there is some degree of natural hedge with the U.S. dollar, given the operations in the US, but given most of our revenue is in US currency, you know, we're currently benefiting from the low Aussie dollar.
Okay.
We have received one last question in this category relating to profitability. Holders have seen the company go from making roughly AUD 25 million in profit in 2019 to limited profits for this year. The question is, What is the explanation for the difference in the profits between 2019 and now? And what would be some of the explanations for the decrease in profits, considering the messaging has been positive?
Okay. I might pass this on to John, because initially, I think this is sort of a, an operational question and a question really around sort of market dynamics. M aybe John might like to talk and then perhaps Matthew can add anything more specific.
Yeah. I think if you look historically back to 2019, with the decline in the top line, and the corresponding ongoing costs, you saw a margin squeeze, which contributed to two or three years in which the profit reduced. What I spoke to earlier in terms of the first question asked today was around the fact that I think we've made the appropriate changes and change priority and operational plans for the back end of FY 23 and now into FY 24, that we should see the profitability of the company improve.
Okay. Thank you. Matthew, did you want to add something?
Yeah. Sorry. Thanks, Cathy. The only thing I'd add is that there, there's two forms of profit. There's statutory and pro forma, and statutory profit is very much a reflection of the sales function. T hat is very much a reflection of the, the renewal cycle, and that renewal cycle is in peaks and... It's more like a wave. There are peaks and troughs and, you know, we've, last couple of years, we've been on the, the down cycle, and to John's earlier point, the, the renewal book is on the, the uplift, and that has a fairly big impact on profitability together with cash. Sorry, with expenses.
Okay, thank you. Any other questions?
Chair, there are no further questions.
Okay. Thank you for those questions. We also have, as I mentioned, Julian O'Brien, partner of Ernst & Young, available to answer questions related to the conduct of the audit or the preparation and content of the report. Are there any questions from those in attendance in person for the auditors? Okay. Phone moderator, are there any audio questions for the auditors?
... Chair, we have no questions from the phone at this time.
Thank you. Moderator, are there any online text questions for the auditors?
There are no online text questions on this matter.
Okay. Julian can breathe a sigh of relief in that case, and we'll move on to the next section. I advise that directors have not declared an interim or final dividend payment during the year. Now, turning to matters for resolution. There are 5 separate resolutions before the meeting. A number of proxy votes have been received prior to the meeting for each of the 4 resolutions. A summary of the proxy votes received is shown on the current slide on your screen. Thank you. As previously advised, voting on all resolutions is being conducted by a poll as a means of providing transparency on all voted capital. This is in line with best practice governance. Voting will remain open until all resolutions have been put before the meeting for consideration. I appoint representatives of Computershare to act as returning officers for the poll.
Results of the poll will be announced to the ASX as soon as practicable following the conclusion of the meeting. As item 1 on our agenda today is consideration of the financial directors' and auditors' reports, we'll move to resolution 2. Resolution 2 is an advisory resolution to adopt the remuneration report. In accordance with Section 250R of the Corporations Act, the company must put to a vote a resolution that the remuneration report be adopted. The full remuneration report is contained in the company's 2023 annual report. I remind members that this is an advisory resolution and refer you to the explanatory notes accompanying the notice of meeting.
The motion to be voted on by shareholders' proxies present is, that the remuneration report of the company for the financial year ended 30 June 2023, part of the 2023 annual report, be adopted. There are a number of proxies cast, which are displayed on the screen for resolution 2. As interim chair, it is my intention to vote all open proxies given to me in favor of resolution 2. Are there any questions, questions from shareholders in attendance, in person on resolution 2? No questions in the room. Phone moderator, are there any audio questions for resolution 2?
Chair, at this time, we have no phone questions.
Thank you. Moderator, are there any online text questions on resolution two?
Chair, there are no online questions on this matter.
Okay, thank you. We now move to resolution 3, the re-election of James Scott. In accordance with the company's constitution, an election of directors must take place every year. Accordingly, one third of non-executive directors must retire at the end of every year by rotation and eligible for re-election. This year, it is James Scott, who retires and offers himself for re-election. I now invite James Scott to address shareholders.
Thanks, Cathy. Good morning, everybody. It's always an honor and a privilege as a non-exec to represent shareholders. We all know on a daily basis that we're only here, you know, by shareholder support. A s Cathy said, I offer myself for re-election again. Just some background and context. Over the last circa 30 years, I've been a non-executive, an ASX non-executive director for 10 years. That included a non-executive and a Chair role at SkyFii, a data analytics business that I was the Chair of through to 2019. From a corporate perspective and my corporate career for five years, where I was the COO of Seven Group Holdings, I sat on the board of WesTrac and Coates. I know that's an industrial business, not a technology business.
But I was also, in the 16 years, I was a partner at Accenture and, also a partner at KPMG. Those 16 years as a partner at Accenture were primarily in the comms, media, and technology industry. Today, I chair private companies. I chair a private company called Sizner, which is a technology services business, that's now in excess of 500 people. I also chair a private company called Simply AI in the data and automation field. From a listed perspective, unlisted perspective, I'm also a non-executive director at Orbix, which is a technology spatial analysis business, and I'm also a non-executive director at Boom Logistics. I'm more than happy to take any questions, now or after the meeting, and will stay around to have a chat with anybody.
My role is predominantly, I suppose, to bring a technology and a private equity lens and investor lens as we look at acquisitions, investments, and where we take this business forward as well. Thank you for your support.
Thank you, James. The motion to be voted on by shareholders and proxies is that James Scott, a director retiring in accordance with Rule 6.1(F) of the company's constitution and being eligible, re-elected as a non-executive director of the company. The board, with James abstaining, considers that James' candidacy in respect of all his individual merits, background, and experience, plus overall board composition, and recommends you vote in favor of his election. There are a number of proxies cast, which are displayed on the screen for Resolution 3. As chair, it is my intention to vote all open proxies given to me in favor of Resolution 3. Are there any questions from shareholders in attendance in person on Resolution 3?... Okay, thank you. No questions from the room. Phone moderator, are there any audio questions for Resolution 3?
Chair, we have no phone questions at this time.
Thank you. Moderator, are there any online text questions on Resolution 3?
There are no online questions for this resolution.
Okay, thank you. We now move to Resolution 4, the election of Mark Brayan. I now invite Mark Brayan to address the shareholders.
Thanks, Cathy. Good morning. My name is Mark Brayan, and I'm putting myself forward for consideration as an independent non-executive director for Integrated Research. IR is a company I know very well, and I feel, as I'm sure you do, that its current performance does not reflect its potential, and I hope to make a positive impact on its future. I'm currently the CEO of Soprano, an Australian communications technology company that operates in an adjacent space to IR's Collaborate product. Leading Soprano gives me insight into the telecommunications industry and the forces shaping IR. Prior to Soprano, I was CEO of Appen, a high-growth Australian AI business. If not already, AI will become essential to every business to get ahead of their competitors and to scale cost effectively.
It's much hyped, though, and there are pitfalls, and I believe that I have valuable knowledge and experience that I can bring to IR to help it navigate and exploit AI for growth and productivity. I was chief executive officer of a mining communication and Internet of Things company called Mine Site Technologies before Appen, and prior to that, I was CEO and managing director of this company, Integrated Research. I led Integrated Research for six years, from 2007 to 2013, including working with some of my former colleagues in the audience today. During that time, new sales, revenue, and profit grew at double-digit rates, and the share price tripled in value.
This was achieved through the development and sale of new products for the unified communications market, which is now Collaborate, support and growth of existing customers and internal efficiencies. Before IR, I was CEO of payroll systems company, Concept Systems, before its merger, which with HR outsourcer Talent2. All of the five companies I've run are Australian-based technology providers with global customer bases. Running and growing a global company is challenging, and I hope that my experience will benefit IR in this regard. Three of the five businesses are or were listed on the Australian Securities Exchange, and I was on the board of those companies. This has provided me with 15 years of Australian-listed board experience. I understand and acknowledge the importance of governance, and the board is accountable for providing growth and a return on investment for all shareholders.
Finally, as an experienced and operating CEO, I have a deep appreciation for the challenges facing technology businesses and their CEOs in such a dynamic market. I also understand the need and urgency to seek growth amidst these challenges. I offer all of these experiences to the board, management, and investors of IR to return the company to its growth trajectory. Thank you. Time for questions.
Thank you, Mark. The motion to be voted on by shareholders' proxies is that Mark Brayan be elected as a non-executive director of the company. There are a number of proxies cast, which are displayed on the screen for Resolution 4. As interim chair, it is my intention to vote all open proxies given to me in favor of Resolution 4. Are there any questions from shareholders in attendance in person on Resolution 4?
Not so much a question, Mark, but as a long-term shareholder of Integrated Research, during your previous tenure, welcome back.
Thank you very much.
There are no other questions from those in the room. Phone moderator, are there any audio questions for Resolution 4?
Chair, we have no phone questions at this time.
Thank you. Moderator, are there any online text questions in relation to Resolution 4?
Chair, there is one question on this resolution directed to Mark: As a current working CEO, do you have the time to commit to the demands of being a non-executive director of IR?
Yes, and I have the consent of the board of the company that I'm now on.
There are no other online questions.
Okay. Thank you very much, Mark. Turning to Resolution 5, the election of Michael Hitts, I now invite Michael to address the shareholders.
Thank you, Cathy. It's a privilege to be here. Thank you for having me. I hope to use the experience I've gained and the perspectives I've gained over my career to work with the board to identify opportunities to continue to grow and pursue total shareholder returns. Most recently, I've worked as an investor for a multi-billion dollar investment fund. Prior as a strategy consultant with a leading multinational strategy firm, working with boards and management teams to frame and prosecute ways to grow, and prior as a computer engineer for a multinational, where I built real-time and safety-critical computer systems for their customers. I look forward to putting my experience to use and to work in pursuit of total shareholder returns. Thank you.
Thank you, Michael. The motion to be voted on by shareholders' proxies present is that Michael Hitts be elected as a non-executive director of the company. There are a number of proxies cast, which are displayed on the screen for resolution five. As interim chair, it is my intention to vote all open proxies given to me in favor of resolution five. Are there any questions from shareholders in attendance or in person for resolution five? There are no questions from the room. Phone moderator, are there any audio questions for resolution five?
Chair, we have no phone questions at this time.
Moderator, are there any online text questions on resolution five?
Chair, there are no online questions on this resolution.
Okay, thank you very much. Thank you, Michael. While the voting is yet to be completed, based on the proxies, I look forward to welcoming Michael and Mark, and congratulate Michael, Mark, and James for their election and re-election to the board. Moving to resolution six, the issue of performance rights to John Ruthven. As required by ASX listing rule 10.14, shareholder approval is required before issuing any securities to a director under an employee incentive scheme. I refer members to the explanatory notes accompanying the notice of meeting. I confirm that Mr. Ruthven may not vote on this resolution.
The motion to be voted on by shareholders and proxies is that for the purpose of the ASX listing rule 10.14, and for all other purposes, approval is given for the company to grant up to 897,436 performance rights over ordinary shares in the company, performance rights, to its managing director and Chief Executive Officer, John Ruthven. The acquisition of up to 897,346 ordinary shares in the company by John Ruthven on exercise of the performance rights in accordance with the Integrated Research Limited equity plan rules and on the terms set out in the explanatory notes accompanying this notice of meeting. There are a number of proxies cast, which are displayed on the screen for resolution 6.
As chair, it is my intention to vote all open proxies given to me in favor of resolution 6. Are there any questions from shareholders in attendance in person on resolution 6? Seeing no questions from the room. Phone moderator, are there any audio questions for this resolution?
Chair, we have no questions via the phone at this time.
Thank you. Moderator, are there any online text questions on resolution six?
Chair, there are no online questions on this resolution.
Okay, thank you. Ladies and gentlemen, that concludes our discussion on the items of business. Shortly, I will close the voting system. Please ensure that you have cast your vote on all four resolutions. As Chair, and as previously advised in the meeting, it is my intention to vote all open proxies given to me in favor of each resolution. I will now pause for about 30 seconds to allow you to complete your voting, and for those in the room, please hand your voting cards to when they come around to collect them. Ladies and gentlemen, voting is now closed. The results of these votes will be released on the ASX later today. There being no other business, I declare the 2023 annual general meeting to be closed. Thank you for your attendance.
If you're attending in person, you're welcome to join us after for tea and coffee here at the Museum of Sydney. Thank you, everyone.