Integrated Research Limited (ASX:IRI)
Australia flag Australia · Delayed Price · Currency is AUD
0.2970
-0.0030 (-1.00%)
Apr 28, 2026, 3:27 PM AEST
← View all transcripts

AGM 2024

Nov 24, 2024

Peter Lloyd
Chairman, Integrated Research Limited

Good morning, everyone, and welcome to the 2024 Annual General Meeting of Integrated Research Limited. My name's Peter Lloyd, and I'm the Chairman of the company. To start proceedings, I'd like to acknowledge the traditional owners of the land on which we are presenting today, the Gadigal people, and recognize their continuing connection to land, waters, and culture, to pay respects to the elders past, present, and future. I've determined that a quorum is present, and given that it's post-8:10 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 who are also present either in person or online. I'd like to introduce my fellow directors who join me today.

We have CEO and Managing Director Ian Lowe, Kate Greenhill, Mark Brayan, Michael Hitz, and we also have Christian Shaw, our CFO, and Will Witherow, our company secretary. I also welcome the representative of the company's auditors, Ernst & Young, represented here today by partner, Mr. Julian O'Brien. Julian. Today's meeting is being held both in person and online via the Computershare meeting platform. This allows shareholders, proxies, and guests to attend the meeting virtually. All attendees can watch a live webcast of the meeting, and in addition, shareholders and proxies can ask questions and submit votes. For voting, shareholders attending in person, upon registration, you will receive a green voting card. I hope that you've all received that today. Online attendees can submit questions at any time.

To ask a question, select the Q&A icon, type your question in the text box, and once you've finished typing, 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 questions may be moderated, or if we receive multiple questions on the 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, and I will shortly open voting for all resolutions. If you are eligible to vote, once your voting opens, press the vote 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 a submit button or an enter button, as the vote is automatically recorded. You'll receive a voter confirmation notification on your screen, and you can change your vote up until the time I declare the voting closed. I now declare the meeting open, the voting open on all items of business, and we will now commence proceedings. I'll start with the chair address, which I will present to you now. Dear shareholders, on behalf of the board, thank you for your steadfast support of Integrated Research Limited. This last year marked a pivotal period for our company, defined by a significant turnaround and the beginning of a fresh, promising phase. It is with great pride that we share the key highlights of our vision for the future. Our financial performance for FY24 has been impressive, reflecting robust execution across our business.

Total contract value, or TCV, signed reached AUD 83.9 million, marking a 22% increase over the previous period. Group revenues rose by 19% to AUD 83.3 million, thanks to a strong renewals book, our new business growth in the Americas, disciplined sales strategies, and a solid demand in our Infrastructure and Transact solutions. We successfully reduced total expenses by 44% to AUD 58 million, primarily due to optimization of operations and the absence of the previous year's impairment charges.

This prudent financial management led to a significant improvement in net profit after tax, which reached AUD 27.1 million from a prior year loss. Our cash reserves have also strengthened, increasing by 72% to AUD 31.9 million as of 30th June, reflecting our enhanced operational efficiency and disciplined cash collections. Our Transact and Infrastructure products experienced growth, with Infrastructure surging by 71% and Transact up by 52%, driven by strong renewals and multi-year license deals.

Conversely, Collaborate revenue declined by 11% due to the ongoing shift towards cloud and hybrid solutions. However, Collaborate's net revenue retention improved by 86%, indicating our success in retaining and attracting our larger customers. Regionally, the Americas delivered an outstanding performance, with revenue growth by 39% to $39.1 million, spurred by substantial contract renewals and new business. In contrast, Asia-Pacific's revenue declined by 8%, and Europe, unfortunately, saw a 28% drop, reflecting mixed results across product lines. With our improved financial position, we are now well placed to capitalize on opportunities and address challenges. Our product-led growth strategy focuses on retaining and expanding our existing product lines while developing new products. We are investing in enhancements to our Infrastructure, Transact, and Collaborate solutions, and exploring new revenue streams through the introduction of IR Labs and potential M&A activities.

Our strengthened financial position allows us flexibility in capital management and capital deployment. We have developed a comprehensive capital management framework to guide our investments in customer retention, product innovation, organic growth, targeted M&A opportunities, and a sustainable shareholder return. The board has declared a final dividend of AUD 0.002 a share, or sorry, AUD 0.02 a share, fully franked, demonstrating our commitment to rewarding shareholders while maintaining a solid balance sheet to support future growth opportunities. The board recently appointed Ian Lowe as our new CEO and Managing Director, and you'll hear from Ian shortly, effective from October 1st, 2024. Ian's extensive experience in leading high-growth product-led technology businesses will be invaluable as we develop new revenue streams. We are confident that this leadership will drive IR's next phase of growth.

We extend our deepest gratitude to John Ruthven for his significant contributions over the past five years, particularly in achieving the FY24 financial results and positioning the company for future success. Organizational changes have been key to enabling our strategy. There have been significant changes to the board over the last 12 months, aligning us better with the execution of our product-led initiatives. My appreciation goes to James Scott and Cathy Aston for their support and guidance during a difficult period for the company over the past year. In their place, the company has appointed Mark Brayan, Michael Hitz, and more recently, Kate Greenhill as non-executive directors. Kate has been acting as a casual director with her appointment to be ratified by shareholders today at today's AGM. I've asked Kate to introduce herself later in the meeting. The board has now reduced from five to four non-executive directors.

Given our size and opportunities and priorities for the coming year, it seems to be a more appropriate board composition. On behalf of the board, I'd like to extend our sincere appreciation to all team members at IR who have worked diligently in challenging business conditions. I'd also like to recognize the contribution of the executive leadership team who have successfully steered the business through a challenging year. A special thanks to our customers for their continued support. We remain committed to providing you with the best customer experience by listening to and acting on your feedback, ensuring innovation remains a key focus area for us at IR and helping you better navigate the complexity of your business-critical systems. I'd like to acknowledge the extensive support of my fellow directors, Mark Brayan, Michael Hitz, and Kate Greenhill. Their commitment and dedication to IR is constant and inspiring.

Most importantly, to our shareholders, thank you for your unwavering support over the years. The business is now well positioned to execute on our strategy, and I believe we have the right talent, leadership, and capabilities to build on FY24 successes well into the future. While our new initiatives will take time to bear fruit, our solid cash-generating blue-chip customer base, strong financial position, and strategic focus give us confidence in the company's future. While we do not provide guidance so early in the new year, we do anticipate a shift in revenue composition compared to the prior year, with less TCV due for renewal in FY25 versus FY24, but targeting both a stronger new business and upsell contribution from larger companies. We're committed to delivering positive outcomes for our shareholders, customers, and employees. And personally, I'd like to thank you for your ongoing support. And now for 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 and prior to asking for questions or comments. I will now deal with the items of business. My apologies. The challenges of dealing with non-paper-driven technology. I'll now deal with the items of business in order in which they appear on the 2024 AGM notice of meeting, and I take that notice of meeting as being read. I advise that the minutes of the previous AGM were signed as a true record at a subsequent meeting of directors. A copy of the 2023 AGM minutes is with the company secretary. Presentations will now be given by Ian Lowe. General business questions will be addressed after all presentations have been given.

You'll have the opportunity to ask questions pertaining to each resolution when we get to the formal business meeting of the meeting. I'll now give the chair's address. I'm sorry, I've already done that. I'm a little bit out of whack here. So I'll now hand over to Ian and provide Ian to do the CEO address. Ian.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Thanks, Peter. Ian Lowe is my name. I'm the CEO of Integrated Research. I'm pleased and privileged to be standing in front of you today. I'm going to talk a little bit in this address about the past and the present, and a little bit more about the future, and in particular, our product-led growth strategy, what that means, what that looks like, and what that achieves for the business strategically.

And so just to kick things off, touching on the highlights from FY24, I think this is probably well known to you. All of this has been previously published. So a strong financial result year on year, total contract value, or TCV, was significantly stronger by 22% on the prior year. A good profit performance where a lot of that revenue uplift translated to our EBITDA and indeed to our profit performance. And as has been talked about by Peter, a number of other things to position the business for the future, a board refresh, a focus on a product-led growth strategy, in addition to which there was a AUD 0.02 fully franked dividend returning some of those profits to shareholders. But just on the FY24 results, again, I'm not going to go through every single number here.

These have all been previously published and are probably well known to you. We saw a corresponding uplift in revenue, which again, Peter's touched on. This flowed through into our profit performance, and our net cash increased significantly with a June 30, 2024, position of AUD 31.9 million. If we look at the full-year performance on a pro forma basis, again, many of you will be familiar that we share our financials on a pro forma basis as well. We can see the uplift here in TCV and across all the other metrics. I think the word is steady. Capital management, our capital allocation priorities. I'm going to talk about this a little bit more expansively in a moment, but making sure that we're in a position to invest in innovation.

This is about allocating up to an additional 10% of our TCV annually to fund product innovation and quite specifically to generate new products that produce new revenue streams. That's a medium-term proposition with a three- year to five-year payback. We've also talked previously about the potential for M&A, and I think that's really going to be focused around the extent to which it moves our strategy forward. Making sure we maintain adequate working capital. The dividend policy, subject to board discretion, is that a minimum 25% of free cash flow would be returned to shareholders.

Okay. I'm going to talk a little bit more now about the future and what that looks like for the company. Some of you may be aware that the space that we operate in is broadly described by market analysts and the like as observability.

And so let me explain what that means. Observability is really very simple in concept. It's the real-time observation of the critical technology and infrastructure that large, particularly large enterprises use to run their businesses. So we're capturing information in real time. It's high fidelity, big data. We're playing that back to our clients in valuable ways in terms of the performance of their technology ecosystem. And observability comes in a couple of different flavors. There's log management, monitoring the performance of applications, and monitoring the performance of the infrastructure on which those applications run. And within the enterprise, there are some very common use cases. They revolve around things like performance tuning of that technology, capacity planning, security, and compliance, all of which are, as you would expect, absolutely critical for the smooth running of any enterprise.

And I think what characterizes this market that we're referencing as observability is that that market is now evolving, and it's evolving to some new space. And we have a really exciting opportunity to evolve with and ahead of that and take advantage of that evolution. And I'm going to expand on that quite a bit today. One of the new technologies that's driving that evolution inside our client organizations is new data-driven technology such as machine learning and artificial intelligence, AI. So that's becoming more relevant and more important for our clients. And so correspondingly, we think that is also more relevant and more important for us. And so this is really about an opportunity to take advantage of that market evolution by creating new products that create new value and with it, create new revenue streams for the business.

Today, we take to market a platform called Prognosis, and then we have modular products that sit within that platform. And those modular products encompass Collaborate, encompasses unified communications, call center technologies, and the like, Transact around transaction monitoring, things such as cards, high-value payments, real-time payments, and then alongside of that, Infrastructure. So these are discrete offerings that are modular that sit on our Prognosis platform. And again, as I'm sure many of you are aware, one of the wonderful strengths of this business is it's accumulated a blue-chip client base, many of whom have been working with us for many years. And so this is a really powerful statement around the value and the relevance of IR's technology. Just want to share with you a couple of data points that came out of a recent piece of research conducted by IDC.

What they were looking at is the value that clients extract from observability technology like ours. I think what this is saying is that this technology is a non-discretionary item if you're running an enterprise of any scale. Your various IT systems are complicated. Many of them are not designed to interact with each other. The management of that ecosystem is increasingly complex. What we do is we bring critical data into the management of that technology ecosystem. If we look here at revenue-producing technologies that are used by enterprises today, what we see is that the cost of any downtime or performance degradation is significant, so enterprises around the world realize that they need observability technology to stay on top of the performance of their infrastructure and their applications across their business. This is an important point.

IR's technology, observability more generally, is a non-discretionary item inside of the businesses that are both clients and that are also prospects for us in the future. If we take a look at the slide from this same study conducted by IDC, if we take a look at the size of the market, there's a couple of very obvious conclusions we can take away from this slide. The first is that it's a large and growing market. Okay? It's projected to be $28 billion by 2027. And we can also see that the growth driver in the market is really around solutions that monitor cloud-based technology. Okay? Interestingly, though, we can see that the on-premises world, a world in which we're particularly strong, is holding ground. Okay?

So I think at different times in the past, there's been a perception, not necessarily specific to Integrated Research, just generally in the market, that the whole world is moving to cloud. And what this shows is that's actually not the case. What they're moving to, a particularly large enterprise, is they're moving to a hybrid of on-prem and cloud in combination. And so when COVID came along, we thought the whole world would move to cloud. And what large enterprises discovered is that cloud is complicated, and it's expensive, and it comes with lots of additional risk that doesn't exist in the on-prem world.

So what we're now seeing is the market moving to a hybrid model, particularly the large enterprises that we're targeting, where they're saying, "I need some systems to remain completely within my control in an on-premises environment, and then other systems I might run through a cloud-based provider." So they're running this hybrid. Okay? I'm going to talk a little bit more about that in a moment. Of course, we provide solutions in both the on-prem and the cloud-based environments. So we're in both of these segments. This is very much a story of two segments. So the IR offering is clearly and well differentiated in the low-growth on-premises segment, but it's not well differentiated in the high-growth cloud segment. Okay? Now, that's quite a significant point as it relates to a product-led growth strategy. And I'll unpack that a little more as we go.

So clear product differentiation that is aligned to the high-growth cloud segment really does best position the company for growth, and as I said before, the market is evolving, so enterprise clients are now looking for new products to create new value from the data that is already being provided through observability, and as I said, AI, machine learning, these types of new technologies are driving this movement, this evolution. Another way in which we can look at the importance of new products and generating new revenues is really looking at our historical run rate on total contract value, so there's a couple of things that you can take away from this chart immediately. The first is that we're in a good recovery cycle as it relates to revenue performance.

The second is that the contribution coming from contract renewals (this is clients we already have renewing their contract) it's highly variable year on year. So some years, we have more contracts that are up for renewal than other years. So its contribution is variable. But we can also see that there's a correlation between revenue performance and the contribution of renewals to that revenue performance. And so really, the relevance of this chart is to highlight another lens through which we're really looking at the same priority around a product-led and innovation-led growth agenda, where we're saying it's really important that we're creating new products to generate new revenue streams, and we're selling those to our existing clients and to new clients. Okay? We can no longer continue to be solely reliant on the value of renewals and also, over the medium term, look to accelerate revenue growth. Okay?

So hopefully, that makes sense. Distilling all that down into what does it mean? In the simplest possible terms, what we're saying is we need to generate new revenue by creating new products that we know our clients need. And we're talking here about new revenue from the clients we already have, new revenue from new clients. And in the process, we want that product-led growth strategy, that innovation-focused strategy, where we're creating new capabilities and new products. We want to make sure that that also clearly differentiates our cloud-based offering. So it aligns us, gives us a stronger position in the higher growth segment of the market. Just in terms of this reference to what clients need, I've been in the role for eight weeks.

I've had the opportunity over that period to meet everybody in the organization, but also spend quite a bit of time with some of our largest clients around the world. And this is the theme, the recurring theme that's coming from these clients themselves, is they want to look to extract new value from their observability providers, and they want to use new data-driven technologies to do that. Okay? So the feedback from the market, as in the client base itself, very much aligns with this product-led growth strategy. Along the way, we'll continue to focus our sales approach on what we call our ideal customer profile. So these are larger enterprises, typically with 10,000 seats or more, and they're typically running a hybrid of on-premises technology and cloud technology. This is one of our great strengths, is having that hybrid solution.

So I'm just going to take you through now. That's all sort of the what. This is a little bit about the how. How are we going to execute a Product-Led Growth strategy? What does that look like? And so I'm hoping that this helps communicate the way we're thinking about this. So today, we have very sophisticated monitoring technology that sits across the ecosystem of our client, captures lots of data, and plays that back in real time to provide valuable insights. So that monitoring manifests itself in a series of capabilities around things like reporting, analytics. There's a notifications engine where we're sending alerts to IT managers to say, "Take a look at this. It could be a problem," or, "Take a look at this. It is a problem." And we've also started to get a foot into the predictive world.

This is using data to start to better understand what could happen in the future based on what has happened in the past, so we've sort of got one foot in that space with some basic capabilities, predictive, and really, the question that all of this is answering is, "What is going wrong with my technology ecosystem? What do I need to fix? What do I need to attend to?", and future state is really the continuum of this, where we're now extending this into answering new questions. Questions like, "What does the performance of my technology actually mean for my customers? And what does it mean for my employees?" Remembering, these are large enterprises with a large number of employees and even more customers.

Casting this human light on the human experience of the performance of that technology is a very clear direction of travel that the industry wants to go in, and they're already making moves in this area. And so this is going to be important for us, is being able to answer this question. Good news is we can answer that question largely from the data that we already capture for those clients. So we can leverage that data in this new and important way. Another question we want to move to be able to answer is on the predictive side. How can I anticipate what might go wrong in the future, and how do I avoid it? So we've got some capabilities in this predictive space, but we really need to enhance those capabilities.

And this is really around using the data that we already capture to provide new insights and predicting what could happen in the future. So that's a very, very important part of the path that we've set for our product-led growth strategy. And then this third one is really, in some ways, the corollary of that, which is, "Now I can see what the problem is or what the problem could be. How do I fix that?" So we want to start to move into the space where IR's platform can be talking to the rest of the technology ecosystem for the client and fixing some of these problems for them. Okay? So really, if you look at this, it's a very logical extension from current state to future state. What's going wrong? Moving to not just answering that question, but also, "What does that mean for my key stakeholders?

How can I anticipate what could go wrong in the future and then help me fix it?" Okay? In terms of the capabilities or the product areas that we're very focused on for new product, new revenue, experiential. This is really just this concept of what is the user experience around the performance of the underlying technology. Predictive. We think this is particularly important where we can leverage the data assets that already exist to provide a better analysis and better predictions around what can happen in the future. And to be clear about this, we will leverage our capabilities in IR Labs, machine learning, artificial intelligence capabilities specifically in that part of our business. We will leverage those capabilities to deliver on this part of the product strategy. And then remediation.

This is about saying, "Okay, help me understand how I can fix the problems I have or the problems that I might have tomorrow." So this is the journey from current state to future state. It's really just on this same continuum of understanding what's going wrong and advancing that into predictive capabilities, experiential capabilities, and remediation. As I've mentioned, the really wonderful thing is we're doing this leveraging assets we already have. So data, intellectual property, and expertise that already exists in the business. The IR Labs capability specifically, as I've mentioned, around Machine Learning and AI. We have a global blue chip client base, and we have a global sales organization. So all of these assets are already in place and position us really well to execute this Product-Led Growth strategy.

So just to summarize a couple of the points I've touched on, observability is a large and growing market opportunity. We have a proven, established offering and a global blue chip client base. We've identified that it's important we generate more new client revenue through new capabilities. We continue to focus our sales approach on larger enterprise, this ideal customer profile. And then from an execution perspective, we want to continually modernize and simplify everything that we're doing. And I'll just make the point that the strategy that I've described broadly today is funded under the existing budget framework. Okay? So cost management discipline remains very much top of mind. FY25 priorities and observations. Some of these points, I think, have been shared already in the FY24 results presentation.

New product capabilities will start to come off the production line in the first half of next year or the second half of this financial year. IR Labs, the innovation coming out of IR Labs will start to contribute on a greater basis. The value of our FY25 renewals book is softer than FY24, and it's quite heavily weighted to the second half. We continue to target an improving renewal rate for Collaborate specifically, and we believe that those efforts will start to wash through off the back of our ICP focus. And then around new products, new clients, the value of the sales pipeline that we can attribute to new clients and new revenue opportunities is expected to continue to lift. And correspondingly, the revenue contribution from new clients and new revenues will start to improve in line with the sales cycle.

One final point, which is the effective tax rate is expected to normalize in FY25, given that we brought forward R&D tax credits for FY24, or rather, we utilized them, sorry, not brought them forward. Look, just in summary, having had the opportunity to meet the people and the clients and really start to understand the history and the strength of the business, I think this company is really well placed to go through this evolution in step with the clients that we service. If you think about the strengths of the company today, many of those are foundational strengths. So we are an independent provider. In other words, the infrastructure and the applications that we're monitoring on behalf of our clients, we're not also providing that infrastructure and those applications. We're an independent provider helping our clients understand the performance of that technology. We're also an aggregator.

We monitor lots of different technology from many different vendors around the world, and we bring it all into one user experience. So if you're a large enterprise running a combination of on-prem and cloud-based solutions across a large and growing number of vendors, IR is a really powerful solution. We're able to bring all of those sources into one user experience, one screen. And we're also vendor agnostic. So we're not aligned to any particular vendor, any subsets of vendors. As an agnostic provider of monitoring or observability technology, we'll work with any of those underlying vendors. We also have market-leading knowledge and expertise, and this has been accumulated over many cycles. What this means is we know how to execute. Okay? We have a superior client register, which means that our clients trust us. Many of them have been with us for many years.

We know how to execute. We have a large global client base that trusts us. These are really valuable assets as we move down this path of a product-led growth strategy. And so the vision for the business is to become the world's leading independent provider of business-critical technology and infrastructure intelligence. This is an entirely achievable vision, and it won't happen instantly, but we're already very well positioned to achieve this outcome, and we've got our sights firmly set on this, and we're extremely determined, and we have a very high-quality team. So I'm very much looking forward to working with them for this outcome. Thanks, Peter.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Moving on to items of business. We'll get to general questions later on in the day. The first item of business is to receive and consider the company's financial report, the director's report, and the auditor's report for the year ending 30 June 2024. There is no formal vote requirement on this item of business. So I now invite shareholders to ask questions or make comments on the financial statements and reports, the operations 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, the company secretary, will act as moderator today, and our webcaster will moderate audio questions via phone line. Moderator, are there any pre-submitted questions from shareholders on this item?

William Witherow
Company Secretary, Integrated Research Limited

Chair, yes, we have two pre-submitted questions. The first from Mark Bolton and Irina Gundusteva. Are margins for Collaborate higher or lower than Transact and Infrastructure?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Good question. Our margins for Transact and Infrastructure are higher than our margins for Collaborate. Probably a very good reason for this. The Transact and Infrastructure market is a much more established and mature market. It's a steady market for us that we've been in for a long time. The number of modifications and changes that we need to make to that software to maintain that market are less than in the Collaborate market. So our costs tend to be lower for Transact and Infrastructure. Collaborate, on the other hand, is a very different market altogether. It is subject to change. It's moving fairly quickly in different directions. There are a lot more players in that market that we need to interact and interface with. So consequently, the development effort needed to maintain and keep up to date with that market is a lot higher.

So the margins tend to be lower on that. So I hope that answers the question there.

William Witherow
Company Secretary, Integrated Research Limited

And the second question from Sean Kirwin. How can you justify the obscene remuneration and bonuses you pay yourself?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Obscene. Okay. I'm not sure whether those bonuses and payments apply to the board, the employees, or the senior executive. So maybe if I hand that over to our head of Noms and Rems, he might be able to enlighten us a little bit more on that.

Mark Brayan
Chair and Non-Executive Director, Integrated Research Limited

Yeah. Thanks, Peter. Good morning, everybody. My name's Mark Brayan. Just with respect to remuneration, I'm going to assume the question was relative to executive remuneration. What we do every year is we benchmark our executive remuneration using a company called Aon, which is a global independent advisory firm around HR and other matters. Our FY25 remuneration, which may not be what the question was asked about, but as an example, the base salaries of our executives are on average 98% of the benchmark base salaries that we get from Aon. And they benchmark that against comparable Australian companies, taking into respect all sorts of facets, the size of the company, where we trade, etc. So our base salaries were on average 98% of that benchmark. Our total remuneration for our executives was slightly higher to benchmark at 105%.

Total remuneration includes variable incentive, short-term and long-term, and estimates what that incentive would be at 100% of the plan. Base at 98%, variable or total, sorry, at 105% inclusive variable. We think that strikes the right balance. We'd rather have people motivated to overperform on their variable. The summary is that being very close to the 50th percentile for benchmark remuneration, we think, is the right balance to attract, motivate, and reward our executive team. I hope that answers the question.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Thank you, Mark. That's it, Will.

William Witherow
Company Secretary, Integrated Research Limited

Okay. I now invite shareholders in person to ask questions. If anyone in the room has any questions, we'll have a roving mic we can carry around. So just put your hand up if any questions around our financial reports. Nothing? Oh, yep, one.

Thank you, Chair. Peter Richardson. Been a long-term shareholder, reasonably long-term. Last time I came to an AGM, there were faces here that I haven't seen before. So it's been quite a change. A few questions, and perhaps start off with revenue recognition. It's been a bit of an issue for the company. Not an issue, but it's been an interesting approach. You have AUD 59 million of your revenue was recognized at point in time. Can you give us some idea of are they generally two, three, four, five-year contracts nowadays and sort of average contract value?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Yes, we can. I can't give exact numbers. I think our CFO would probably be able to give you some better numbers on that. I can say, though, that our length of contract renewal has been increasing, so.

Christian Shaw
CFO, Integrated Research Limited

Sorry. Yeah, the average contract length was about 3.2 years that we sold in 2024. That actually had come back slightly from where it had been previously. If you're in touch with our revenue recognition, I'm sure you understand $59 million in license fees is what we recognize upfront as a result of fulfilling the obligation and handing over software keys to our customers. And that is what we live with as an on-premises software provider. And there's nothing new there. There's nothing new there.

Oh, no. I remember having a chat to Peter, the previous CFO, about this, and it was an interesting conversation I had with him, so. While you've got the microphone, might as well continue, and I missed the last AGM, so this may have been covered, but the decision to expense all of your R&D and to put that impairment charge is quite unusual for a software company to have software that somebody deems has no future benefit. Can you perhaps? Is it a subjective or an objective measure that you get to make that call?

It's mostly an objective thing. The accounting standards dictate us to do impairment testing each and every year. And although it was before my time, what I can say is that that investment had capitalized over a number of years. And some of the things, but the most important things in the end was that our customers weren't migrating to that platform as we thought they would. And given that the company's market cap had declined to the point where it did, it was an inevitable decision. That one.

A lot of the talk has been about product development, and that's going to be the key to growth, is new products. Do we look at that development cost, R&D cost, as being something we should be capitalizing, or is that still going to be expensed?

I think the year we're in now, it's unlikely that we'll meet the capitalization criteria. So you will see R&D fully expensed FY25. I suppose we can say absolutely, but there's a 99% chance it'll all be expensed. We just don't think we'll meet the criteria sufficiently advanced in FY25 capitalized. But we'd hope that that will change pretty quickly.

Okay. Thank you. An interesting topic was potential for mergers and acquisitions. Now, I'm not too sure the last time that IR bought something or if they have ever bought something. Mergers and acquisitions are obviously risky, well, not obviously, but risky. I'd say that very few of them actually meet the premise of what the acquisition was bought for. So interesting you're going to put your foot in that particular pond, but can you talk to us about your experience or the board experience or management's experience with mergers and acquisitions and how you feel you have the right skill set to go and do a merger?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Maybe I should qualify, I guess, our statements around mergers and acquisitions to start with. Our share price is not high. Our company valuation is not high, and we have cash, but we don't have cash for a major acquisition, which would mean either a capital raise or a scrip or something like that, and that's pretty much out of the question because it would just dilute existing shareholders too much. So we're not looking at a major acquisition or merger at any stage. We just don't want to take them off the table because what might happen is that in our strategy moving forward for product-led development, we might find a piece of software that is adjunct to what we're trying to do that we can pick up either an acquisition or even a partnership with to incorporate into our product set going forward. It's not our prime strategy.

It's a little bit too early at this stage, I think. We'll be focusing on R&D development for our existing product sets. But if something comes along, we don't want to have it off the table and have it as not an option. But we're very, very cognizant of the point that you make that acquisitions, large acquisitions in particular, can be very disruptive to a company. And in a lot of cases, they don't work out that well. The smaller ones that are more attuned to our current product set and adjunct to our current product set would probably be a lot easier to manage. And the last time that we did an acquisition was about six years ago, I believe. We picked up a testing software company out of the U.S.

All right. Thank you. Finally, it was interesting that Ian put up there that we can execute, and I have no reason to believe you can't execute. But I think, and I'll use some fairly direct language, but I think when the wheels fell off, it wasn't so much about execution. It was about sales. And I know that John then spent some time in the U.S. trying to get the U.S. sales team back on board. Can you provide an update to us about that sales process, how comfortable you are with the sales process? Is it fundamentally different to when the wheels came off?

Yeah, and I think, well, the wheels came off for a number of reasons, not just sales, but sales execution was definitely part of it, though. What we've done is we've consolidated our sales force, and we've put them under a global sales manager who's responsible for all sales globally. He's been in that role for two months, Ian, yeah, about two months. And previous to that, he was head of the Americas. So he was responsible for the recovery of the Americas in the last 12 months. Very, very accomplished individual. And we've got a lot of faith that he can take on that role globally and drive the global business. The other thing that we're looking at is that the sales forces in general are continually in a state of flux. They continually move around depending on the requirements of the market.

You would have seen from Ian's presentation that we have, moving forward, a heavier reliance on new business and new product, so we'll be adjusting our sales force to have more of a hunter-type salesperson than an account management-type salesperson to compensate for that, so we believe that the sales force is in pretty good shape. It could be in better shape, and one of Ian's jobs and one of Ian's tasks that he's taken on is to try and improve productivity out of that sales force.

Okay. Thank you.

William Witherow
Company Secretary, Integrated Research Limited

Any more questions from the room?

Yeah. John Marston, shareholder. I think it was mentioned that the U.K. business had been disappointing. Has it started to turn a corner yet, or what's going to be happening?

I'm going to hand that one over to Ian. I think he's just been to the UK, so.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Thanks for your question. So the U.K. organization is really client-facing, sales, pre-sales, client support. So some of the organizational changes that we talked about where we roll up into one leadership obviously directly impacts the U.K. as well. Having had a chance to meet that team, I think these are all capable people. And I think the quality of the leadership that we think we've now addressed, but we'll continue to look at that very closely, we think that will make a difference and we'll continue to see improvement in that market. Just to be clear, the U.K. market is really important for us. There's a lot of clients that extend into Europe where those decisions come out of the U.K. So it's more of a sort of a regional headquarters, albeit with a weighting of clients that's skewed to the U.K. itself. So hopefully that answers your question.

William Witherow
Company Secretary, Integrated Research Limited

Any more questions? Yep, one up there from Mr. Purdue.

My question's focused at Ian. David Purdue's my name. So Ian, over the last 20 years, IRS had six CEOs, two interim CEOs, and you're now the seventh incumbent. To me, the most successful CEOs have been the ones who've spent a lot of their time overseas in the regions helping the regional managers grow the business, but also getting in front of customers. So what sort of a CEO are you? And secondly, success to you means a VWAP of AUD 1.80 at roughly September 27th. So how are you going to get there?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Very good questions. Thank you. I am a in-the-trenches, shoulder-to-shoulder-with-the-team CEO. I think that most of the questions that are really important for us to be able to answer will come from clients themselves. And so I plan to be leading that charge and within the first couple of weeks, jump on a plane, went and met our teams, went and met some of our biggest clients, and started to dive into what does their future look like? What are they worried about? What problems are they trying to solve? So this is very much the way that I'll lead the organization. By example, in the trenches, client at the center of everything. We just can't innovate for growth any other way. So I believe that very strongly. How are we going to hit the AUD 1.80 VWAP? Well, it's going to come through demonstrable growth.

I think demonstrating that we're no longer reliant in the way that we have been historically on the value of our renewals book in order to secure growth. So I think releasing new products, signing really important clients to those new products, and the new revenue that produces. I think being able to show clear and regular progress to a future where that growth is sustainable based on things that we need to go and build rather than just everything we've got. I think that answers, hopefully that answers the question.

William Witherow
Company Secretary, Integrated Research Limited

Thanks, Ian. Anyone else? Okay. Moving on. Phone moderator, are there any audio questions on this item?

Operator

Thanks, Mr. Chairman. We do have a quick phone question from Peter Cooper. Please go ahead.

Good morning, Mr. Chairman. Firstly, congratulations on the results for last year. And secondly, thank you very much for making the AGM today a hybrid AGM. And it provides an opportunity for non-Sydney-based shareholders to participate. And I greatly appreciate that. My question is probably best directed to the CFO and actually involves Note 11 in the accounts to do with trade and other receivables. I'm a long-term shareholder of IRI, and I can remember the days when IRI needed to use debt factoring to help balance its cash flow. So I consider that back in the bad old days. So my question for the CFO is, if you look at the details of Note 11, trade and other receivables represent more than 65% of the total assets of the company. So it's the single biggest asset that we manage in terms of our balance sheet.

What I would like to understand better is the allowance for credit losses for the current financial year just concluded are far less than the allowance for credit losses in the prior year. Yet when I look at non-current receivables, they've almost doubled in terms of being past due. I want to get a better understanding of why we think it's appropriate to have an allowance for credit losses. It's actually been reduced by 80%. Thank you.

Christian Shaw
CFO, Integrated Research Limited

That's Christian here, the CFO. Thank you for your question. Look, our allowance for credit losses reflects mostly our historic experience. And so if we don't have bad debt provision for debts, it's entirely possible that that can be reduced, notwithstanding the size of those receivable balances. And that's indeed what's driven that decline. And I don't know that there's particularly too much more I can add to that in the context of this meeting.

Well, thanks, Christian. I suppose the proof will be in the pudding when we see next year's results. Thank you.

William Witherow
Company Secretary, Integrated Research Limited

Thank you, Peter. Phone moderator, any additional audio questions?

Operator

Chair, there's no further phone questions for this item.

William Witherow
Company Secretary, Integrated Research Limited

Thank you.

Operator

Thank you.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Moderator, are there any online text questions for this item? Will?

William Witherow
Company Secretary, Integrated Research Limited

Chair, yes, we have eight questions across general business and the financial and directors' report. I will read them off.

Christian Shaw
CFO, Integrated Research Limited

Financial and directors initially, if you could, please. Give the general questions a bit later.

William Witherow
Company Secretary, Integrated Research Limited

Okay. First question from Nick Kefalas. By shareholder returns, I refer to buyback, apologies, I think that's a clarification from another question. So also from Nick Kefalas. If the investment into growth objectives does not bring returns, are the board flexible to refocus balance sheet cash and free cash flow into shareholder returns, which can generate greater share price growth than low levels of growth?

Christian Shaw
CFO, Integrated Research Limited

Okay. Thanks, Nick, for the question. Our priority over the next financial year and the following financial year is product-led growth through innovation and development. So we haven't contemplated a share buyback at this stage. It's an option that's always on the table for any listed company, obviously. And it's something that the board would consider if it got to the position where we needed to consider alternatives to our development and investment strategy.

William Witherow
Company Secretary, Integrated Research Limited

The next question, also from Nick Kefalas. Given the generally held view that IRI shares are trading at well below intrinsic value, have you considered share buybacks?

Christian Shaw
CFO, Integrated Research Limited

Nick, no, not at this stage. We intend to use the cash that we have going forward for our investment into our product strategy.

William Witherow
Company Secretary, Integrated Research Limited

The next question from Peter and Kerry Cooper. Can the Chairman please expand on the capital management framework, how the dividend policy of 25% of free cash flow was determined as appropriate, and in what circumstances would the Board exercise discretion when considering the size of the dividend to be declared?

Peter Lloyd
Chairman, Integrated Research Limited

Okay, so our cash management framework is built around the requirements for working capital, obviously, additional development in our product development, and return to investors. At the moment, we want to put as much cash as we can aside for our development programs that we have in place. We also want to have a sustainable return to our shareholders. So we determined at this stage that 25% of our free cash would be returned to investors. That, of course, is up to the board, and if the board determines otherwise, then we'll make that decision at the time, so we'll be watching cash very carefully, obviously, over the next period, but at the moment, we're putting it towards investment of product growth.

William Witherow
Company Secretary, Integrated Research Limited

The next question from Stephen Mayne. As a relatively new shareholder, could you please explain the history of Steve Killelea's 29.4% stake in the company? How confident are you that Stephen will remain a long-term shareholder at the current level? And how do we handle the issue of Stephen having influence over the company, whether by board representation or other means, while maintaining a clear majority of independent directors to represent the holders of the other 70% of shares on issue?

Peter Lloyd
Chairman, Integrated Research Limited

Thank you, Stephen, for that question. It's an interesting one. Steve Killelea obviously is our founder. He's over the last seven or eight years or so sold down from his 60% holding down to just under 30%, I think he has at the moment. As a majority or a major shareholder in the company, obviously, he has influence through his voting power at the AGM. So we do spend time making sure that my interface with Stephen, obviously, to make sure that we keep him on board as a major shareholder. As far as day-to-day operations of the board, he's not involved in that at all. He had been up until a couple of years ago, but that has now ceased. So he has no operational impact or influence on the day-to-day activities of the business or of the board.

As far as his shareholding goes, I can't answer that. That's a question for Steve Killelea alone. He's indicated that he's likely to keep hold of his shares, but whether he does or not, that's purely a decision for him.

William Witherow
Company Secretary, Integrated Research Limited

And we have the three remaining questions related to the operations and management of the company. The first, again, from Peter and Kerry Cooper. Can the chairman please advise how the new global sales team is structured, where it is headquartered, and how it operates in conjunction with the other regions?

Peter Lloyd
Chairman, Integrated Research Limited

I think I'm going to pass that one over to our CEO, actually, and Ian, if you could answer that.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

So the sales organization, the global leader of that organization is based in the U.S. and spends a considerable amount of his time traveling, spending time in market with the various teams. So that's this centralized management of that global sales organization we referred to earlier in response to one of the other questions. In terms of the way that it's run, I mean, we sort of run the risk of getting into some very detailed operational things here. But look, it's run in a fairly traditional fashion where there are regular check-ins, very detailed analysis on pipeline stage of pipeline, conversion of pipeline. That analysis is constant and just a part of the daily reference in the management of that team. And they're all very much performance-tuned. And what we mean by that is they're rewarded based on outcomes and very focused on those outcomes.

and that's a very big part of the performance culture that we continue to drive. so in terms of how it's structured and how it's run, hopefully, that covers both of those.

Peter Lloyd
Chairman, Integrated Research Limited

Thanks, Ian. Any more, Will?

William Witherow
Company Secretary, Integrated Research Limited

Two more. The next question from Stephen Mayne. The five most valuable U.S. big tech stocks, Microsoft, Apple, Amazon, Alphabet, and Nvidia, are together worth more than $20 trillion, largely because they have enormous pricing power and are overcharging customers the world over. Could the CEO comment on which of the big global technology companies we are most reliant on, and what would we do if they suddenly put their prices up by 30%?

Peter Lloyd
Chairman, Integrated Research Limited

You want to handle that, or?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Yeah, sure. I can handle it.

Christian Shaw
CFO, Integrated Research Limited

Yeah, have a go.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

So I don't think we are genuinely reliant on any of them, but there's a nuance to that that I should explain. So part of the technology that we take into a client, we would use Microsoft and Amazon technology to host portions of that in terms of how we actually physically host our own capabilities. And that's really on the cloud side of our proposition more so. So we are effectively a client of those hosting capabilities from those two organizations. Microsoft also offers a product called Teams, which is essentially audio-visual capabilities through the internet, phone calls, and business meetings online. I'm sure all of us have heard of that, or many of us might have used it. Teams is one of the solutions that we monitor and provide reporting data back to our clients. So we get access to that data through a standardized API.

So in other words, a little gateway or a little connector where Microsoft provides access to all of their clients and other third parties such as ourselves. So that's not a heavily restricted API at all, quite the opposite. So in terms of our reliance on these organizations, I think it's very limited.

William Witherow
Company Secretary, Integrated Research Limited

Just from memory, and my memory's not all that good on these sorts of numbers, so the CFO might correct me if I'm wrong. I think our combined spend to both Amazon and Microsoft is around $2 million. If they up their prices by 30%, then our maximum exposure would be $666.6 repeating thousand dollars. Is that correct?

Christian Shaw
CFO, Integrated Research Limited

The first bit's absolutely correct. Yep, AUD 2 million between the two of them. Yep.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Any more questions, Will?

William Witherow
Company Secretary, Integrated Research Limited

One more question. The last question on this topic, again, from Stephen Mayne. It's great that you have an AGM archive on the investor relations section of the Integrated Research website back until 2018, but unfortunately, none of it includes a copy of the AGM webcast. The annual report says we have 4,884 shareholders, but less than 100 will be online or in the room today watching the AGM live. As the one event of the year focused on retail shareholders, what are we doing to ensure as many shareholders as possible have access to the full AGM debate? Will the chair undertake to publish a full archive of the AGM webcast on our website? And why not make the record of the meeting permanently public by publishing a full transcript of the meeting to the ASX announcements platform, an initiative that Kathmandu did after its 2019 AGM?

Peter Lloyd
Chairman, Integrated Research Limited

Wow. Okay. Thanks, Stephen, again, for the question. Regarding what are we doing to make the AGM available to all shareholders? As you're aware, we run a hybrid AGM. Everyone is invited. So all shareholders are either able to attend in person or attend online. Regarding the information from the AGM, we post onto our website the chair address, the CEO presentation, and results of all motions. We haven't, at this stage, published a recording of the actual meeting themselves. It's an interesting suggestion. It's something that we might discuss at the board at a later date. But to date, what we do is we publish those three artifacts.

Anything else?

Ian Lowe
CEO and Managing Director, Integrated Research Limited

That is all.

William Witherow
Company Secretary, Integrated Research Limited

That's it. Okay. Continuing on, Julian O'Brien, a partner at Ernst & Young, is available to answer questions relevant to the conduct of the audit or the preparation and content of their report. Are there any questions for those in person for the auditors?

Peter Lloyd
Chairman, Integrated Research Limited

Phone moderator, are there any audio questions for the auditors?

Operator

Mr. Chairman, there's a no-phone question for this item.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you. Moderator, are there any online text questions for the auditors?

William Witherow
Company Secretary, Integrated Research Limited

There are no online questions for the auditors.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Thank you, Julian. Now we move to the formal part of the meeting where we have a number of matters for resolution up for voting. There are four separate resolutions before the meeting. A number of proxy votes have been received prior to the meeting for each of the four resolutions. And a summary of those proxy votes received is shown in the current slide of your screen, I hope. There we go. Okay. So as previously advised, voting on all resolutions is being conducted by poll as a means of providing transparency on all voted capital. This is in line with best governance practice. 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.

The results of the poll will be announced to the ASX as soon as practicable following the conclusion of the meeting. As item one on our agenda today is consideration of the financial, directors' and auditor's reports, we will move to resolution two. Resolution two, in accordance with section 250(a) of the Corporations Act, the company must put forward a vote or resolution that the remuneration report be adopted. The full remuneration report is contained in the company's 2024 annual report. I remind members that this is an advisory resolution and refer you to the explanatory notes accompanying the notice of meeting. So I'll put the resolution to the meeting as shown on the screen: that the remuneration report of the company's financial year ended 30th of June 2024, forming part of the 2024 annual report be adopted.

There are a number of proxies cast, which are displayed on the screen for resolution two. As Chair, it is my intention to vote all open proxies given to me in favor of resolution two. Are there any questions from shareholders in attendance in person regarding resolution two? None. Phone moderator, are there any audio questions for resolution two?

Operator

Mr. Chairman, there is a question from Peter Cooper. Please go ahead.

Thank you, Chairman. I'm wondering if this question could be directed to Mr. Mark Brayan, who's the chair of the remuneration committee. Again, my name is Peter Cooper. I'm actually a member of Team Invest, and I understand that a number of members of Team Invest are impact shareholders in IRI. My question for Mr. Brayan is, would the board or the remuneration committee recommend a different long-term approach to the long-term incentive for the CEO? And I'm talking about whether or not the board would consider an EPS growth hurdle rather than a share price hurdle. As a member of Team Invest, we look at remuneration reports and remuneration outcomes across the ASX, across our various investments.

We believe that EPS targets give far better outcomes for long-term sustainable performance for the business, which then leads to a long-term better performance in terms of share price and ultimate returns to investors. Thank you.

Mark Brayan
Chair and Non-Executive Director, Integrated Research Limited

Yeah, thanks, Peter. It's Mark Brayan here. We did look prior to finalizing the long-term incentive program for this year. We did look at other metrics, including EPS. My prior experience includes EPS as a metric for LTI. The modeling we did suggests that there was correlation with the share price. So we stuck with the share price for the FY25 plan because it was something that management was familiar with. Going forward, though, we are open and will continue to consider other metrics such as EPS. But for now, we stuck with share price. Thank you.

Thanks very much.

I think the point is that Ian can affect EPS more than it can affect share price.

Yeah, and that was a consideration. Sorry.

Christian Shaw
CFO, Integrated Research Limited

There was a question from the floor for those in line that Ian can affect EPS more than share price. And that was why we did look at EPS. But after various sort of modeling and considerations, we stuck with share price. For now, but there's some yeah, there's definitely a reason to go with something like EPS. Understood.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Any more audio questions?

Operator

There's no further phone question on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you. Now, moderator, are there any online text questions for resolution two?

William Witherow
Company Secretary, Integrated Research Limited

There is one question from Stephen Mayne. When disclosing the outcome of voting on all resolutions today, including this remuneration report item, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with the scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. It is always good to see what retail shareholders think about remuneration issues. Others have already blazed the trail as this was a voluntary disclosure initiative adopted by the likes of Qantas ASX, Suncorp, Tabcorp, and our own share registry provider, Computershare, during the current AGM season. You and Computershare have the data, so why not let the sun shine in and disclose how many of our 4,884 shareholders voted and what they collectively thought about all the resolutions?

Peter Lloyd
Chairman, Integrated Research Limited

Okay. So as you can see at the moment, we disclose the percentage for and against and abstain on all resolutions. We don't count the number of actual shareholders that voted or voted for or against. I imagine that information probably is available to us, but we haven't to date looked at that. That's something that we could certainly have a look at and see whether that's worth doing.

William Witherow
Company Secretary, Integrated Research Limited

There are no further questions on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Onto resolution three. Resolution three is the reelection of Peter Lloyd as Non-Executive Director. It's myself. Given my position as Chair and my participation in this resolution, I'm going to pass the chair temporarily over to Mr. Mark Brayan to drive this resolution for us if we could, please.

Mark Brayan
Chair and Non-Executive Director, Integrated Research Limited

Thanks, Peter. So the resolution number three, in accordance with the company's constitution, an election of directors must take place each year. Accordingly, one-third of non-executive directors must retire every year by rotation and are eligible for reelection. This year, it is only Peter Lloyd who retires and offers himself for reelection. So the resolution is that Peter Lloyd, a director retiring in accordance with rule 6.1F of the company's constitution and being eligible to be reelected as Non-Executive Director of the company.

The board, with Peter abstaining, has considered Peter's candidacy in respect of his individual merits, background, and experience, plus the overall board composition, and recommends you vote in favor of this election. There are a number of proxies cast, which are displayed on the screen for resolution three. And as Chair for this resolution, it's my intention to vote all of those open proxies given in favor of resolution three. Are there any questions from shareholders in attendance in person on resolution three? Very good. Phone moderator, are there any audio questions for resolution three?

Operator

Mr. Chairman, there's a no-phone question on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you. Moderator, any online text questions on resolution three?

William Witherow
Company Secretary, Integrated Research Limited

Chair, there are no online questions on this resolution.

Mark Brayan
Chair and Non-Executive Director, Integrated Research Limited

Very good. Thank you very much. I'll now hand the meeting back to Peter.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you, Mark. Resolution four is the election of Kate Greenhill as a non-executive director. In accordance with the company's constitution, a director appointed during the year to fill a casual vacancy must resign and stand for reelection at the next AGM. Ms. Kate Greenhill was appointed an independent non-executive director in April 2024 and offers herself for election. I now invite Kate to address shareholders.

Katherine Greenhill
Non-Executive Director, Integrated Research Limited

Thank you, Mr. Chairman, and good morning, ladies and gentlemen. It's a pleasure for me to be here today and stand before you and seek your support in my election as director to Integrated Research. I'm currently a director of two other organizations, a listed fund manager with over 12 billion funds under management, and a not-for-profit that works with member universities and leverages technology to help them in the way that they conduct their research. My previous experience also includes being a PwC partner where I provided assurance and advisory services to both clients within Australia and also globally. My current role with Integrated Research also includes being Chair of the Audit and Risk Committee, where my experience in finance and risk is of particular relevance. So thank you for your time today.

If I am reelected, I appreciate your support and very much look forward to serving on the board of Integrated Research.

Peter Lloyd
Chairman, Integrated Research Limited

Thanks, Kate. So I'll put the resolution to the meeting as shown on the screen: that Kate Greenhill, a director retiring in accordance with article 6.1E of the company's constitution and being eligible, 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 four. As chair, it is my intention to vote all open proxies given to me in favor of resolution four. Are there any questions from shareholders in person on resolution four? Phone moderator, are there any audio questions for resolution four?

Operator

Mr. Chairman, there's no phone question on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Moderator, are there any online text questions for resolution four?

William Witherow
Company Secretary, Integrated Research Limited

Chair, there is one online question on this resolution. Could new director Kate Greenhill and the chair comment on the recruitment process? Apologies, this is from Stephen Mayne. Comment on the recruitment process that led to her appointment to the board. Was a headhunter involved? Did the full board interview Kate as a group? And did they interview any other candidates? Did Kate know any of our directors before engaging with the recruitment process?

Peter Lloyd
Chairman, Integrated Research Limited

Thanks again, Stephen, for your question. For board appointments and senior management appointments within the company, we have a very, very strict protocol that we adhere to as far as engagement with a third-party recruitment organization. Those recruitments are driven and managed by our head of Noms and Rems. The process is the standard process: find a long list, cut it down to a short list, have initial interviews through our Noms and Rems. We then interview candidates individually as board members, as the other board members. The candidates are also interviewed by a senior, in the case of the board, senior leaders within the organization before a decision's made, so that cuts it down to a short list. Then we do the interviews, and then after that, of course, there's the normal reference checking, etc., that we go through, so it's a very strict process that we follow.

I don't believe Kate knew anyone on the board before the process started. I certainly didn't know Kate. So that's one of the considerations that we have, of course. So I think, Stephen, you can be fairly safely assured that we have a strict process and that follows good governance processes. Will, any more?

William Witherow
Company Secretary, Integrated Research Limited

There are no further questions on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Right. Resolution five. Resolution five is regards to the issue of performance rights to Ian Lowe. As required by ASX listing 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. Lowe may not vote on this resolution. I put the resolution to the meeting as shown on the screen.

That for the purposes of ASX listing 10.4 and for all other purposes, approval is given for the company to grant up to 403,226 performance rights over ordinary shares in the company to its Managing Director and Chief Executive Officer, Ian Lowe, and the acquisition of up to 403,226 ordinary shares in the company by Ian Lowe on exercise of the performance rights in accordance with the Integrated Research equity plan rules and on terms set out in the explanatory notes accompanying this notice of meeting. There are a number of proxies cast, which is displayed on the screen for resolution five. As 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 for resolution five? None. Phone moderator, are there any audio questions for resolution five?

Operator

Mr. Chairman, there's no phone question on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you. And moderator, are there any online text questions on resolution five?

William Witherow
Company Secretary, Integrated Research Limited

There is one online question on this resolution from Stephen Mayne. Our new CEO, Ian Lowe, spent six years as an executive director and CEO of ASX-listed Adslot up until 2018 after it bought the company he was running, Facilitate Digital, in 2012. Fast forward to 2024, and Adslot is limping along with AUD 166 million in accumulated losses and a market cap of AUD 5 million. What went wrong? I know that today's AGM question should be focused on this company and not others, but with compulsory super, most Australians are exposed to the performance of hundreds of public companies, and CVs do matter for public company directors. Could Ian please comment on how this incentive structure we are approving today differs from what he worked at with Adslot and whether there are any lessons he learned at Adslot that will benefit our company?

Peter Lloyd
Chairman, Integrated Research Limited

Pass it over to you, Ian, I think.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Thanks for the question. So look, I can't reasonably comment on the performance of a business that I left six years ago and its share price in that period of time where I had absolutely no connection with it at all. So I'm certainly not going to go down that path. In terms of lessons learned, I think we've already talked about the alignment between my LTI and the growth in the value of the business. That's very similar, if not identical, to any incentives I've had in the past of this nature.

Peter Lloyd
Chairman, Integrated Research Limited

Thank you, Ian. Any more questions, Mr. Moderator?

William Witherow
Company Secretary, Integrated Research Limited

Chair, there are no further questions on this item.

Peter Lloyd
Chairman, Integrated Research Limited

Okay. Okay. So, ladies and gentlemen, that concludes the formal business of the meeting. 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.

Ian Lowe
CEO and Managing Director, Integrated Research Limited

Okay. All collected.

Peter Lloyd
Chairman, Integrated Research Limited

Ladies and gentlemen, voting is now closed. As I mentioned earlier, the results of these votes will be released to the ASX later today. There being no further business, I declare the 2024 annual general meeting to be closed. Thank you for your attendance. If you are attending in person, you are welcome to join us for tea and coffee here at the Museum of Sydney. Thank you.

Powered by