Good morning, and welcome all. My name is Helen Kurincic . I'm the Chair of McMillan Shakespeare Limited. I'm delighted to be able to extend a warm welcome to our shareholders and guests to our 2024 Annual General Meeting , joining us both in person and online. Firstly, I'd like to acknowledge the traditional custodians of the lands across Australia, recognize their cultures and continuing connection to land. I'm speaking from Melbourne, which is the traditional country of the Wurundjeri people of the Kulin Nation, and I pay my respects to elders, past and present. I'm advised that in accordance with Clause 16.4 of the company's constitution, a quorum of members is present, and accordingly, I declare the Annual General Meeting open. The notice of meeting was distributed to all shareholders on the 20th September, 2024 , and I'll take the notice of meeting as read.
All attendees can watch and listen to the live webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and submit votes. Questions can be submitted at any time. To ask a question, select the Q&A icon, select the topic your question relates to, type your question into the chat box at the bottom of the screen, and press Send. Please note that you can submit questions any time from now, and I'll address them at the relevant time of the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together. For those shareholders who wish to ask a verbal question, an audio questions facility is also available during this meeting. To use this service, please follow the instructions on the virtual meeting platform.
Voting today will be conducted by way of a poll on all items of business. In order to provide you with enough time to vote, I'll shortly be opening the voting for all resolutions. At that time, if you are eligible to vote at this meeting, a new polling icon will appear. Selecting this icon will bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button, as your vote is automatically recorded, and you can change your vote up until the time I declare voting closed. I now declare voting open on all items of business. The polling icon will soon appear. Please submit your votes at any time, and I'll provide you with a warning before voting will be closed.
The proxies received in advance of the meeting are held by the company share registry and are available for inspection upon receipt of a written request. I'd like to introduce you now to the directors of the company who are attending the meeting today and who are on the live webcast. We have non-executive directors, Kathy Parsons , who's our Chair of the Audit, Risk and Compliance Committee, Bruce Akhurst, who's the Chair of the People, Culture and Remuneration Committee, Arlene Tansey, Ross Chessari, and John Bennetts. We're also joined by Managing Director and CEO, Rob De Luca, and our Acting CFO, Nick Hamilton, and Company Secretary, Elizabeth Spooner. I also note the presence of Brett Kallio, representing the audit firm of Ernst & Young, and thank Brett for his attendance today to respond to any questions. Now to the Chair's address.
MMS is proud to be making a difference to people's lives. The services we provide, salary packaging, novated leasing, asset management, related financial products and services, and disability plan management and support coordination, are essential to helping customers, now more than ever, given continued cost of living pressures. We help individuals, companies, and governments transition to a low-carbon economy. We support NDIS participants manage their plans and access services to achieve their goals, while assisting the integrity and sustainability of the scheme. Throughout the year, we continued to deliver on our sustainability strategy. We supported our customers to continue their transition to a low-carbon future, reduced our environmental impact, and made a positive difference to our customers and communities. The importance of providing sustainable services continues to be reflected in our strategy, our clear customer focus, and in turn, our financial performance.
Today, I'll be providing you with an overview of the FY24 results, shareholder returns, and our sustainability strategy. Our Group Managing Director and CEO, Rob De Luca, will provide an overview of each segment's financial and operating performance for FY24, provide progress on our strategic priorities, and highlight our outlook and focus for FY25. So on to FY24. Your company delivered strong group financial performance, with growth in normalized revenue, EBITDA, NPATA, supported by organic growth across all three of its segments. In your company's continuing operations, we saw an 11.5% uplift in normalized revenue to AUD 525.8 million, with normalized EBITDA increasing by 34.8% to AUD 177 million, and normalized NPATA of AUD 107.6 million, representing a 38.2% increase.
Your company exhibits a capital-light model with favorable financial characteristics, including strong cash generation, high returns, with a strong balance sheet. In FY 2024, your company's cash conversion was 136% of NPATA. Normalized return on capital employed, or referred to as ROCE, was 62.1%, which was up 22.1 percentage points, and debt to EBITDA was 0.5x . Your company delivered you returns with normalized earnings per share, or EPS, up 42.9% to AUD 1.545. We're also pleased to deliver you a fully franked full-year dividend of AUD 1.54 per share, which was up 24.2%. This represents a 100% payout ratio of normalized NPATA, in line with our previously stated policy of paying between 70% to 100% of NPATA.
The normalization refers to adjustments that we make for the negative earnings impact during the transitional period for the implementation of our funding warehouse, Onboard Finance, which was launched in FY 2022. The strategic rationale for Onboard Finance remains unchanged. It secures and diversifies MMS's funding source and increases annuity-based income, which is also a new source of income, and captures a greater share of the value of transactions that we complete. FY 2025 will be the last year of the normalization. Dividends are paid out of normalized NPATA to reflect our commitment to ensuring shareholders are not negatively impacted during the transition period of the warehouse. Turning now to the continued delivery of your group's sustainability strategy. Sustainability is an important component of our broader strategy and aligns with the purpose of making a difference to people's lives.
We played a pivotal role in educating our Group Remuneration Services and Asset Management Services customers, and supporting them to reduce their carbon footprint through the adoption of low and zero-emission vehicles. Since FY 2023, we've calculated the average emissions intensity, that is the grams of tailpipe CO2 emissions per kilometer, for our customer leased vehicles across GRS and AMS. In FY 2024, we saw tailpipe emissions reduced by 10% for GRS novated lease customers and by 5% for AMS fleet customers. Your company is also committed to reducing the carbon footprint of its own operations, and we're pleased to report progress on that plan, with our net greenhouse gas emissions having reduced by 19% in FY 2024 on the prior year.
All controllable office sites are powered by 100% renewable electricity, with right here at our Melbourne Central Tower office space achieving a 5.5-star NABERS energy rating. As a provider of disability plan management and support services, the group is committed to removing barriers and improving the lives of people with disabilities. MMS has a partnership with Jigsaw Australia, a social enterprise that aims to transition people with disability into mainstream employment. We are proud that Morgan Stanley Capital International Environmental, Social, and Governance rating increased from an A rating to a double A rating during FY 2024. I'd like to formally thank my fellow non-executive directors for their commitment and contribution to the group over the last year. We have a very high caliber board members with diverse skills and experience mix, who work to support the interests of our shareholders.
The board has set a clear, focused, and ambitious strategy to achieve our vision to be a trusted partner, providing solutions that make complex matters simple. Our performance is achieved through the work and commitment of every single one of our MMS people, led by our CEO and Managing Director, Rob De Luca, and his executive team. We enter FY 2025 with businesses in large and growing markets that are well-positioned to meet the challenges and capture the opportunities we see for MMS. Thank you to all of our customers and clients who entrust us as their trusted partner. We will continue to focus on enhancing quality and access to the important services we provide. Thank you to our shareholders for your support of the company. I will now pass over to our CEO and Managing Director, Rob De Luca, for the CEO address.
Thank you, Helen. Good morning, and welcome, everyone. It's a privilege to be here today as MMS CEO and Managing Director, and present to you another year of growth for our company. In my presentation this morning, I will provide you with an overview of each of our continuing operations segments, financial and operating performance during FY 2024, and highlight our FY 2025 outlook and priorities. FY 2024 was a year of growth and strategic execution for MMS, while helping more working Australians during a difficult year of cost of living pressures. We delivered strong growth in our normalised financial and operating performance as we remained focused on the customer and progressed on our Simply Stronger initiatives. In GRS, we saw growth in salary packages of 4.7% to 412,914.
Strong novated lease sales, combined with improvements to vehicle supply following several periods of constraint, saw total novated leases increase by 7.9% to 79,228. FY 2024 saw demand for EVs continue to rise, with EVs accounting for 43.2% of our total new vehicle novated lease orders. This is more than double the percentage of the previous period. EV sales comprised 41% of all new novated sales in the period, outperforming the 11.8% seen in the broader Australian passenger and SUV new sales market. As announced during the period, Maxxia was unsuccessful in renewing its contract with the South Australian government. While we are disappointed with this outcome, we remain. We maintain a large and diverse client base and continue to take appropriate actions to minimize the impact on future earnings.
The Asset Management Services segment benefited from the improved auto supply, with delivery of vehicles for the business buyer returning to pre-pandemic levels. This, combined with new business, contributed to a 4.9% increase in managed units to 15,074. Our Plan and Support Services segment performed well during the period via organic customer growth, with plan management and support coordination customers increasing by 10.3% to 35,030. All three of our segments delivered organic growth in FY 2024. Our GRS segment saw normalized NPATA growth of 53.7% to AUD 80.7 million. Our AMS segment achieved NPATA of 19.1%-- 19.1 million, an increase of 2% on FY 2023. While our PSS segment achieved NPATA of AUD 8.5 million, an increase of 6.4% on FY 2023.
We made strong progress during the period on our strategy and Simply Stronger program. Our strategic vision aims to position the group as a trusted partner, providing solutions in making complex matters simple, with a clear focus on our three strategic priorities: excelling in customer experience, driving technology-enabled productivity, and broadening our competency-led solutions. As part of our strategic priority of excelling in customer experience, we are investing in digital capabilities to create a more seamless experience and enable greater self-service capability. This responds to our customers' desire for more control over their interactions with our businesses. In our GRS segment, we launched our Employer Connect Portal, strengthening our role as a trusted partner and leader in the management of employee benefits. This digital platform enables clients to easily track requests and securely access reporting, greatly simplifying what used to be a time-consuming process.
The uptake of our Employer Connect Portal has been successful, with 96% of our clients having migrated to it at the end of FY 2024. In May of this year, we soft-launched Oly, a simple and digitized novated leasing solution that makes the benefits of a novated lease available to employees from small and medium-sized businesses. These businesses are the backbone of Australia's economy, and their employees make up approximately 67% of the Australian workforce. In the past, there wasn't an easy mechanism for these millions of working Australians to access a novated lease. We calculate the size of this serviceable market to be approximately 160 million. Since our soft launch in May, we've been encouraged by the interest in Oly, with over 100,000 visitors to the brand's website in the first two months.
Capitalizing on the EV opportunity also remains a key focus for the group. With the introduction of our Oly proposition and new brands and models of EVs set to enter the Australian market, we are well-positioned as a leader in novated leasing to play a pivotal role in facilitating Australia's uptake of zero- and low-emissions vehicles. Another focus for us is to broaden our competency-led solutions. On this front, we are pleased to introduce to our specialist AMS segment a new green funding product for zero- and low-emissions vehicles to support the uptake of EVs among business buyers. A cornerstone of Simply Stronger is to drive technology-enabled productivity through modernizing our IT infrastructure and implementing automation where suitable. As a trusted partner and leader in plan management and support coordination, our PSS segment completed phase one of automating the invoicing process during FY 2024.
This has resulted in a 26% increase in invoice processing efficiency since implementation. The migration of PSS onto a common telephony platform has also improved efficiency and enabled us to better monitor and manage performance. We are pleased with the significant progress made on our Simply Stronger program in FY 2024, as we aim to deliver a superior digital experience and solutions for customers and create technology-enabled productivity. I will now turn to our FY 2025 outlook and focus. Our outlook remains consistent with commentary provided with the FY 2024 results presentation. We expect many of the market conditions experienced in FY 2024 to continue in FY 2025, including inflation, cost of living pressures, and pricing competition. We expect a continued increase in auto supply, which has been consistent with our experience in quarter one, FY 2025, with new vehicle average delivery times reducing.
This improvement in delivery times for novated lease customers is also reflected in the reduction in our carryover, which still remains at elevated levels. While EVs as a percentage of our new novated sales in quarter one, FY 2025, have remained at levels consistent with FY 2024, our experience has been similar to the broader new car market, with an increase in plug-in hybrids. We note that while the FBT benefit on plug-in hybrids is scheduled to expire on 1 April 2025, the FBT discount on battery electric vehicles continues, with the government committed to review it by mid-2027. This benefit, combined with improvements in delivery times and the value proposition of novated leasing, has contributed to our new novated lease sales growth in quarter one, FY 2025, versus the prior comparative period, outperforming the Australian passenger and SUV new car sales market.
We expect further updates from the government on the implementation of theNational Disability Insurance Scheme Amendment (Getting the NDIS Back on Track) Bill 2024 as it is implemented, as well as a full response to the NDIS independent review in December this year. The update of October 3, 2024, specifies that NDIS participants can only spend their funds on approved items. This new definition clarifies what NDIS funds cover, preventing misuse. The government is also introducing new registration requirements for providers, including platform providers, support coordinators, and supported independent living providers. These changes create a more transparent and accountable framework, ensuring higher standards across the sector. We're supportive of these updates and feel we are well-positioned to continue to help support the ongoing integrity and sustainability of the scheme, with a focus on preventing fraud and supporting participants access value for money.
We will continue to engage with the NDIA, governments, and sector on the reforms. We will also continue to pursue organic growth across all segments with the full rollout and promotion of Oly, which you may have seen also helping us broaden our novated lease market and partnership reach. Our warehouse will continue to target approximately 20% of our novated lease volume, excluding Oly , through FY 2025, with an expected normalization adjustment of approximately AUD 9 million, subject to market conditions. FY 2025 will be the last year of normalization adjustment, with the warehouse to contribute incremental earnings post the normalization period. We will focus on completing our FY 2025 Simply Stronger program deliverables with approximately AUD 11 million in capital expenditure allocated largely in half one, FY 2025. The program will deliver new digital solutions for our customers, providing superior experience and greater self-service capability.
We will also progress the modernization of our technology with implementation of a digital enablement layer, improving consistency of experience across channels. Finally, we will continue to invest in and focus on our clear strategic priorities, like excelling in customer experience, driving technology-enabled productivity, and broadening our competency-led solutions. MMS enters FY 2025 optimistic about the future and the prospects for long-term sustainable growth. Before I close, I'd like to thank our loyal customers and clients, our people, our shareholders, our board of directors for their ongoing support and commitment. Thank you.
Thanks, Rob. We now come to the formal business of the meeting. Each item of business will be discussed in turn, and shareholders will have the opportunity to ask questions on that item of business. Questions which relate to the general business of the company will be collected and addressed at the conclusion of the meeting. You can submit a question by clicking on the Q&A icon. If you're having any difficulties in asking a question, please refer to the user guide, which can be accessed through the platform. The first item of business listed in the notice of meeting is to receive and consider the financial report, directors' report, and independent audit report of the company and its controlled entities for the financial year ended 30 J une, 2024 . In accordance with the Corporations Act, there is no vote on this item.
This item of business provides shareholders with the opportunity to ask questions about the reports and management of the company in general. I'll just turn and ask if there are any questions?
No questions received online in relation to the financial statements, but we have received some in general business, which we'll reserve later in the meeting.
Great. Thank you. You might need a microphone closer to you.
Sorry.
Sorry, I just wanna make sure everyone can hear the company secretary, and are there any questions in the room? If there are no questions, then I'll proceed with the resolution to be considered, and I appoint David Squires of Computershare Investor Services as the Returning Officer for the purposes of conducting the poll on each resolution. Thank you, David. As I mentioned at the start of the meeting, voting on the resolutions are currently open, and you can vote at any time until I declare the voting closed. Results will be released to the ASX after the conclusion of the meeting. Please note that only shareholders, proxy holders, or authorized shareholder representatives may vote. Any directed proxies given to you by a shareholder will automatically be cast as directed when the poll is closed. The voting icon is available within the navigation bar.
Once you click on this, the resolutions will appear on your screen, along with the for, against, and abstain voting options. Simply select one of these options to cast your vote. When voting is closed, your final voting selection will be recorded. If you've got any difficulties, please refer to the user guide, which can be accessed through the platform. Let's go to item two, the remuneration report. Item two relates to the adoption of the remuneration report of the company for the financial year ended 30 June 2024, and is set out on pages 22-39 of the annual report. The remuneration report sets out the company's remuneration policy for its executives, employees, and directors.
The company strives to ensure that its remuneration report is clear, transparent, and demonstrates your board's objective of ensuring the alignment of executive reward with the creation of shareholder value, and the current market practices that have been duly considered in terms of both quantum and structure of the company's remuneration framework. The resolution before the meeting is that for the purposes of Section 250R of the Corporations Act, and for all other purposes, the remuneration report for the financial year ended 30 June 2024, as contained in the directors' report, be adopted. The board unanimously recommends that shareholders vote in favor of adopting the remuneration report. On the screen is the resolution to the meeting. Sorry, I've now put the resolution to the meeting. A summary of the votes received before the meeting now appears on the screen for you.
Let's open it up for any questions in regards to the remuneration report. Elizabeth, do we have any questions?
We have received a question, Chair. Stephen Mayne has asked, "Did any of the five main proxy advisors, ACSI, Ownership Matters, Glass Lewis, ISS, and ASA, recommend a vote against any of today's resolutions, which triggered a material protest vote on this remuneration report or any other item? If so, what reasons did they give? Which of the proxy advisors are covering us, and please describe the engagement we had with them before today's AGM. Also, why not disclose the proxy position to the ASX with the formal addresses to offer more timely disclosure to the market? Many other issuers now do this, and such disclosure will reduce the need for questions like this at next year's AGM, especially when there is strong shareholder support for all resolutions, as occurred at last year's AGM. I...
As I type this question, juggling six other online AGMs, I have no idea if there are any issues, because you have needlessly withheld a proxy voting disclosure.
Okay, there's a few questions in that one. Thank you, Mr. Mayne. And I'll do my best to recall each of the questions within the question. Firstly, in regards to the proxy advisors, I've certainly seen the reports from ISS, ACSI, and Ownership Matters, and all of those voted in favor of all of our resolutions. We do have engagement with the proxy advisors, so myself and the Chair of the People, Culture, and Remuneration Committee, Bruce Akhurst, and we also engaged with CGI Glass Lewis, but I haven't seen their report, and not aware that they have voted against any of the resolutions.
Indeed, ISS actually do a quality scoring for governance and they scored us the highest quality score for governance, giving us a rating one, which is terrific. So that's the proxy advisors. In terms of the disclosure in terms of voting, so at the moment, as you can see, and we always make sure that it's collated right before the meeting, and then displayed at the meeting before the questions, the proxy position. So you can see there that the proxy position in terms of the adoption of the remuneration report is 97.95%, in favor, so again, very consistent with prior years in terms of that.
No other questions, Mike.
Any other questions on the remuneration report in the room?
Good morning, Chair. Excuse me,
I'll give you a microphone so that can be heard by everyone.
Good morning, Chair. I'm Christine Haydon, a volunteer monitor for the Australian Shareholders Association.
Welcome.
And our request is, our question is probably more in the form of a request rather than a question. But the remuneration report is quite extensive and often difficult to interpret. In the next annual report, may we request that the actual take-home remuneration for key management personnel be extended to cover the past five years, so that an annual comparison is clearly available? Also, we'd also like, like to request that the long-term incentives be extended for a period of four years, rather than three years. And the other request we have is, it's really difficult to read the any remuneration report, any corporate remuneration report, from a retail shareholder's perspective. Could you at least put in a readable summary or an example in the next annual report? Thank you.
Thanks for all those questions, and I have now got my pen, trying to make sure that I do cover each of the questions within questions. So firstly, in regards to extending the actual take-home pay, I think was the first one, in terms of covering that over a period of five years. So let's look at whether or not we provide a few more years. I mean, the most relevant thing for us, of course, is that our CEO has only been here since May 2022, and for shareholders that have tracked us over time, has actually seen that there was a decrease in the remuneration with the change in CEO, and also then a much heavier weighting towards pay that was at risk. And so that is available.
So we'll just think about whether or not it's we continue to do the two years or extend that any further, but again, not necessarily relevant for this CEO. In terms of the next question, which I think was in regards to the LTI, noting ASA's preference for a four-year scheme or a longer scheme than the three-year one. As people would be aware, a three-year LTI is the most, you know, common in market by a long way. I think there's really only a few companies that are outside of that, and most of those would actually be those that have to have compliance with FAR and CPS 511, in terms of having a much longer dated structure, and also noting that LTI is the form of remuneration that is most at risk.
So at the moment, we think that in the interests of, you know, shareholders and ensuring that we have the best talent, that the three-year is a good marker, you know, for us. But, we'll continue to watch, you know, what happens in the broader market. Third question, I think, was in regards to the difficulties of REM reports, and REM reports take up quite a bit of time, you know, in the company and we, again, with engagement with shareholders and the proxies, continue to get feedback in terms of what we can do to provide, you know, greater and simpler forms. Hopefully, shareholders have actually seen that in our...
What we're attempting to do is, in the cover letter, have a really crisp summary, so that if people only read the summary letter, that they can really then see what has happened, in the period and get the sort of main details out of that. So that's what we're attempting to do, and happy to take on board any other feedback. We also did have feedback from proxies in terms of enhancing our disclosure around STIs, and hopefully shareholders have seen that we have actually done that and provided a table, and we had really good feedback back from the proxies in regards to the enhancements that we've made this year. And we've continued to ask them for more feedback, given that they would probably read more annual reports or REM reports than I do.
And so, so that's a good way for us to get feedback and examples as to what, what other companies are doing and what are the things that we can continue to improve on. So, thank you for the feedback. Are there any other questions in regards to the REM report? Okay, the company will disregard any votes cast on item two by all KMP, or key management personnel, and their closely related parties, except where that vote is cast by them as a proxy for a person who is entitled to vote. Now, we're going to item three, which is the re-election of Bruce Akhurst as a director. Item three, the re-election of Bruce Akhurst as a director of the company. Details of Bruce's background, qualifications, and experience are set out in the notice of meeting.
A summary of the proxy votes received before the meeting is on screen, and I'd now like to invite Bruce to say a few words.
Thanks very much, Helen, and good morning, everybody. I'll say it's a real honor to be invited to be re-elected to the board of McMillan Shakespeare. Just a little bit about my career, which has started in the early 1980s. Please don't add up how many years ago that was. But during that time, I've transitioned from being, having a legal career to working in executive teams and management teams, and being CEOs of various companies, to being director, chairman. I've had a broad range of different roles in different industries over that period.
I've seen good, average, and not so good, and what I'm trying to do here as best I can, in terms of my role, in addition to all of the corporate governance functions that we have as directors, is bring as much experience as I can to the benefit of McMillan Shakespeare. Just two points I might call out of particular relevance, I think, is my background in relation to technology and change, and over the period, the companies I've been involved with have gone from, you know, narrowband to broadband, analog to digital, subscription to streaming. So quite a lot of change, and the businesses I've been with have been at the forefront of these changes.
My last full-time role, where I was executive chairman in a company in London for over 10 years, was an international advertising services technology platform, where we provided most of the world's biggest brands and also Hollywood studios with a content management and distribution system to many tens of thousands of endpoints. So, here at MMS, McMillan's, technology change is also at the forefront of the business and very familiar to me. The latest being, of course, the role of data analytics, data science, and AI. Another element I'd call out is people, and I've seen great teams producing fabulous results for customers and then shareholders, and this is a real passion for me personally.
I'm very delighted to work with Rob and also Helen, our people chief, as I chair the People and Rem Committee of the board. And as we said in our letter to shareholders, our REM system is designed to attract, to retain, and motivate great people to produce aligned outcomes that are for the benefit of shareholders, and so that's what we're aiming to do. Finally, just to round out what I'm doing in addition to this, I'm a director of Tabcorp currently, recently chair, and I'm also the chair of the Peter Mac Foundation, something I'm quite passionate about, working with that organization and their wonderful clinicians and researchers to find cures for cancer. As I say, it's an honor to be working with this board, so extremely well led by Helen and also the team led by Rob.
So, thank you very much for your support. I really appreciate and take it very seriously, and love the opportunity to make a contribution and work for the benefit of you, our shareholders.
Thank you, Bruce. Are there any questions in regards to this resolution?
Yes, Chair, we have received a question from Stephen Mayne. "In my opinion, CVs matter for professional directors. According to press reports, some key Tabcorp shareholders lost confidence in Bruce Akhurst as chair and forced him to resign ahead of this week's AGM. Is this correct, and could Bruce comment on whether his long experience on the Tabcorp board, which was not a good experience for shareholders, has delivered some learnings that will benefit McMillan Shakespeare? Also, what attitude does our chair take when it comes to board performance at other companies? Is it the old school, 'He's been a great director here, and you should raise that issue with Tabcorp,' or does she agree that CVs matter for directors and these things should be taken into consideration?
Thank you, Mr. Mayne. My comments to that comment, and I think questions in the middle of the comments, yes, performance absolutely matters, and I'll comment on the performance of Bruce Akhurst and give you a sense in terms of the governance in this company, so we actually have a formal evaluation process for directors, and it includes feedback from fellow directors, but also from management, and that is written, and it's also scored, and that's done based on the board overall. It's also done at a committee level in terms of each of our subcommittees of the board, and it's done by individual as well, so a full 360, if you like, in regards to the performance.
So I take performance of directors very seriously in terms of how we govern, 'cause you can't expect to have high-performing management if you don't have a high-performing board, and so I can absolutely say that in regards to the feedback that was provided in regards to Bruce's performance as a director has been extremely high, and he's outlined the capabilities that he actually brings to MMS, which is really important for our company and in terms of the skills mix of the company. Tabcorp is a separate matter, but I will make the comment, though, Mr. Mayne, that I actually think it's a great attribute of a member of a board to step into the breach and act as executive chair at a time of difficulty of that company.
So, you know, that to me is an attribute in terms of, you know, character and ability to assist a company and its shareholders at that time of need. Lastly, I'll say that if you look at the shareholders' view, so basically 99% of shareholders has voted in favor of the re-election of Mr. Akhurst. Are there any further questions? Thank you. The board, excluding Bruce, as this resolution is for his re-election, recommends that shareholders vote in favor of this resolution. The resolution before the meeting is that Mr. Bruce Akhurst, a director retiring from office in accordance with Clause 20.2 of the Constitution, being eligible, is re-elected as a director of the company. I will now put the resolution to the meeting. We'll now move to item four.
Item four is the re-election of John Bennetts as a director of the company. Details of John's background, qualifications, and experience are set out in the notice of meeting. A summary of the proxy votes received before the meeting is on the screen. I'd now like to invite John to say a few words.
Thanks, Helen. I'm pleased to have the opportunity to stand for re-election as a director of McMillan Shakespeare. I've broad commercial experience with a background in investment, business development, innovation, and prior to that, engineering. In addition, I've had over 20 years involvement with the McMillan Shakespeare Board. Since listing on the ASX, the company's long-term performance has been a highly successful one for shareholders, and as you're aware, the company has just reported a strong annual profit. More importantly, however, is what the future holds. The company has worked hard to develop a range of initiatives in recent years to create value for shareholders, and Rob has described these very well in his presentation. The company is well-managed and staffed by an inspiring, dedicated, and an innovative team, who, overseen by the board, have together positioned McMillan Shakespeare for an exciting future.
I'd like to thank my colleagues for recommending me for re-election. Thanks, Helen.
Thanks, John. Are there any questions in relation to this resolution?
No questions received.
Any questions in the room? Okay, so the board, excluding John, as this resolution is for his re-election, recommends that shareholders vote in favor of this resolution. The resolution before the meeting is that Mr. John Bennetts, a director retiring from office in accordance with Clause 20.2 of the Constitution, being eligible, is re-elected as a director of the company. I'll now put the resolution to the meeting. Item five is the adoption of theExecutive Incentive Plan . A summary of the proxy votes received before the meeting is on the screen. It's coming. There you go.
The resolution before the meeting is that for the purposes of ASX Listing Rule 7.2, Exception 13(b) , and for all other purposes, shareholders of the company approve the Executive Incentive Plan , and the issue of securities under the plan on the terms and conditions as set out in the explanatory notice, which accompanies and forms part of this notice of meeting. Are there any questions in relation to this resolution?
Yes, Chair, we have received a question from Stephen Mayne: "Given the interesting discussions across a range of topics today, including this proposed Executive Incentive Plan resolution, the Chair undertake to make an archived copy of the webcast, plus a full transcript of proceedings available on the company's website. The likes of Nine, AGL, ASX, ANZ, Domino's, IAG, Lendlease, and Woolworths all routinely produce transcripts. Will you follow suit today, given that less than 2% of our 8,000 shareholders will have watched this event live today, but deserve the right to find out what was discussed?
Yep, absolutely. So after every AGM, we actually then put on our website a copy of the transcript of the AGM, so any shareholder, or anybody actually, can go and have a listen to the riveting discussion that we have here at the AGM.
No further questions.
Thank you. Okay, so let's go to the company will disregard any votes cast on Item 5 by a person who is eligible to participate in the Executive Incentive Plan or their associates, except where that vote is cast by them as a proxy for a person who is entitled to vote. I'll now put the resolution to the meeting. Item 6 is the issue of rights to the Managing Director. Item 6 relates to the issue of rights to the Managing Director. A summary of the proxy votes received before the meeting is on the screen.
The resolution before the meeting is that for the purposes of ASX Listing Rule 10.14 , and all other purposes, approval be given for the issue to the Managing Director, Rob De Luca, up to 45,608 performance rights and 18,243 share rights under the company's Executive Incentive Plan , and for the issue of shares on the exercise of those rights. Are there any questions in relation to this resolution?
Yes, Chair. Stephen Mayne has asked: "The annual report says that we have around eight thousand shareholders, but less than 5% of them will have voted today on this LTI grant to the CEO. Politicians won't tolerate a 95% no-show in elections, so why do we? One way of tackling chronically low retail shareholder voting rate, rates is to disclose how many shareholders actually voted for and against each item of business, like with the scheme of arrangement. Tabcorp and Suncorp do, did it this week, and even the ASX itself and governance-lagged Qantas embraced this practice last year. You have the data on how many of us voted, so why not disclose it to the market with the poll results, if only to provide some public ventilation of retail shareholder sentiment?
This would, in turn, stimulate higher participation rates in future, as retail shareholders won't feel powerless and swamped by end-of-town investors who dominate corporate voting in Australia, making retail voting pointless. Come on, Chair, you rejected this request last year. Please give us a small transparency win today and show us respect to those retail shareholders who bothered to vote by disclosing how they and their colleagues voted.
Thanks, Mr. Mayne. Our results of the meeting are made in accordance with the Corporations Act and the Listing Rules . In terms of the data that you've provided, in terms of McMillan Shakespeare, we're really proud that 61% of our register actually voted for our AGM, at our AGM in terms of the proxy votes today. So that's a very different number to what you're citing. So I do think there's, you know, fantastic transparency and engagement with all of our shareholders, including our retail shareholders. Thank you. Are there any further questions?
No further questions.
The company will disregard any votes cast on Item 5 by a person who is eligible to participate in the Executive Incentive Plan or their associates, except.Sorry
Sorry.
I'm on the wrong part. The company will disregard any votes cast on Item 6 by Mr. De Luca and his closely related parties, except where that vote is cast by them as a proxy for a person who is entitled to vote. I'll now put the resolution to the meeting. Okay, that concludes the business of the meeting. Can I check if there are any further questions under other business? I think that you had flagged that there are.
Yes, that's correct. We do have a couple. So the first one is from Gary and Patricia Singh. They've asked: "The sustainability report that you recently released shocked me and filled me with dread. You people seem to have an unhealthy focus on left-leaning and woke ideology, DEI, carbon footprint, Acknowledgement of Country , EVs, the list goes on. A lot of this stuff might give some people a warm, fuzzy feeling, but none of it pays the bills. My question is, are you people as focused on the financial side of the business as you seem to be on the progressive woke side? MMS is a good company, providing a great service for many people. I guess you may have heard the statement, 'Go woke, go broke.' Please don't let this happen to MMS.
Thanks for the question. I agree with your statement that MMS is a good company, providing a great service for many people. We are in the business of salary packaging, you know, novated leasing, disability plan management, and helping people in that transition to a lower carbon future, which has actually been assisted by the government's FBT discount on EVs and plug-in hybrids. The business has actually delivered very strong, you know, financial performance in FY 2024, and those elements are actually inextricably linked. So without those elements, yeah, we wouldn't have generated normalized NPATA of AUD 107 million, approximately, and grew that by 38% or had a return on our capital employed of 62%, or our earnings per share being up 43%, roughly at AUD 1.54.
You know, there's obviously various views amongst shareholders, but our sustainability report, we believe, helps those investors that want to take into account ESG make their investment decisions, and that's our commitment to our transparency there. You may be unhappy, but the Australian government has actually passed legislation mandating sustainability reporting, which will commence from the 1st of January 2025, and so MMS will be mandated as part of Group 1 , you know, of those companies in terms of that financial reporting, and that's actually going to be that shift to mandatory climate reporting is the biggest change in corporate reporting for a generation, and so we're very focused as a board in terms of the quality of the reporting and the strong and effective governance and our accountability to shareholders. Thank you.
Are there other questions?
Yes, Chair. Mr. Blaise D'Souza has asked: "Why has the MMS share price dropped from AUD 22 in July, August 2024, to AUD 15 in October 2024? This is a sharp fall of over 30%. This is alarming. Something has to be seriously wrong with the company, the management, or both. Are the finances in order, or is there some mismanagement? What are the steps you wish to take to remedy this sharp fall in share price? As the CEO, the buck stops with you. Can the company gain the confidence of shareholders? Please be honest with us.
Thanks again for the question. I guess I'll actually say straight up that as a fellow shareholder, and I think a sentiment also, you know, shared by the board and management, is that we are also disappointed with where the share price is at the moment, but our focus has got to be on what we can control and having a clear strategy, and most importantly, is the execution on that strategy to deliver results for our shareholders. Our twenty-four results were a very strong, you know, set of numbers as we've been through.
Sometimes share price movements can be as a result of the sector in which we're operating, but again, we have to deliver on our strategy and the areas that we can control, and through that, you know, have the confidence and support of our shareholders, which we don't take for granted, and absolutely are accountable for. So yes. Any other questions?
Yes, we do. Stephen Mayne has asked, "Back in 2013, our company donated AUD 250,000 to the Salary Packaging Industry Association to campaign against the then Liberal, sorry, the then Labor government's tax hit on the salary packaging industry. Our bet worked after the Coalition took power and reversed the decision. 11 years later, and with an upcoming federal election, what are the prospects of another tax hit coming out of Canberra, and have we seen off that threat? Given that we have a major contractor to the government, as seen with the recent contract loss in South Australia, what is our policy when it comes to making political donations or using shareholder funds to gain access to influential political figures at events?
Are we like Transurban, which shuns all donations and political events, or do we participate in Australia's unseemly cash-for-access regime run by the two major political parties?
Okay, I'll try and remember each of the questions within there. So firstly, in terms of are we aware of any potential regulatory change in terms of the FBT landscape, I think was the general thrust of the question. No, we're not. Previously in the past, the government has made commitments on both sides of politics in terms of, you know, support for the current regime, and so we're not aware of any impending change in regards to that. As a company, we have a policy of not making political donations, and I think the third aspect in regards to that was in regards to industry bodies.
So yes, we're a member of NALSPA, which is an association that actually does work with government in terms of policy direction, both in terms of things to do with salary packaging and also novated leasing, and has been front and center of working with the government in terms of the current FBT EV legislation.
Thank you. One final question from Stephen Mayne: Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 170 or 7.4% to 2,124 since June 2022, including 20 straight months of declines. There have already been 27 major takeovers above 200 million completed so far this calendar year, with another 10 deals announced and in the works. The ASX is losing long-standing names such as CSR, Boral, Blackmores, Newcrest, and Crown, which have all disappeared over the past three years. There is a clear mispricing between public markets and private markets. Why are public markets not valuing ASX-listed companies like ours more, more highly, and what are we doing to avoid being gobbled up like so many other companies?
Does the chair agree that this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks? And do we have any takeover protections apart from FIRB and the ACCC?
Thanks, Mr. Mayne. I'll start off with the comment that, you know, listed companies provide, I think, the highest form of governance in terms of transparency, and in terms of, you know, the governance and accountability of companies. And so, you know, I love that-
Mm-hmm
about listed companies. I can't control what's happening in the listed space in terms of listings or delistings that are going on. But I do, you know, think it's a fantastic structure if that's in the best interests of our shareholders. You know, I will repeat again, I think, you know, our focus has got to be on what we can control, which has got to be the performance of this company and how we execute, and so that's what we can control, and that's always one's best defense. In terms of the question around takeover protections, we, you know, do have, I mean, you've mentioned the ACCC and FIRB.
The other one is in regards to our constitution, and we do have shareholder-approved proportional takeover provisions that, again, shareholders have approved of, of our company.
No further questions.
Are there any further questions for other business in the room? Yes.
Again, these are more in the line of requests rather than a question, but we note that the board has a policy of directors holding shares in the company, for which is 100% of the one-year base directors' fees. However, there's a timeframe of five years on that, and as directors are up for re-election in that period of time, we would ask you to consider reducing that timeframe of five years to a lesser timeframe, maybe three years, but, you know, a lesser timeframe. Five years is a long time for the directors to obtain their director... their shareholding, you know, their skin in the game, in terms of what they're actually doing as directors and representing the shareholders.
The other request we have is the skills matrix which you produce is currently in the governance report. Would you kindly consider putting it in the annual report and consigning the skills to particular directors so that shareholders can clearly see their skill sets before they're up for re-election? Thank you.
Thank you. Thanks for both of those. Firstly, in terms of the policy around holding shares, you know, as a board overall, every board member is a shareholder, and we actually have quite substantial shareholdings across the board in total. So that is different to many companies that you would otherwise be looking at. And so, yes, we are in compliance, you know, with our policy. It's not gonna make a material difference in terms of reduction in timeframe, but five years at the moment is probably the most common timeframe and in line with market practice. In regards to the skills matrix, I will actually do that.
And I must say, we did discuss it this year, and the reason why we hadn't is I was trying to stop the duplication that happens, because our skills matrix is published in our Corporate Governance Statement that is also published at the same time as the annual report. So we were trying to stop the complexity and having it in both places. But if that's helpful for shareholders, that's an easy one to do. The one in terms of assigning skills by director rather than the skills matrix that you see, and we do define each of the skills and then show how many in aggregate have what level of skill.
So we actually provide a higher level of disclosure in terms of how we rate that versus many other companies that we've looked at in terms of how we publish our board skills matrix. I think one of the arguments in terms of considering why it's not done by individual is I think it you know there are some issues in terms of it then pointing to a particular director on the board when we actually all have the liability you know individually across everything. So you know I think there's a challenge there in terms of potentially an unintended consequence of going down that you know by director route. But thank you, and we can discuss more. Any other questions online or in the room?
Thank you, Madam Chair. Norm West, very, very new shareholder. Question for the auditor: under revenue recognition, the auditor has stated the accuracy of amounts recorded as revenue is inherently subjective due to the complexity of billing systems. The question is, could the auditor explain what the problem is? And in the light of that answer, if you'd like to make a comment about how do you make de-complex your billing systems?
Thank you, Chair. So, I think the revenue recognition across the board under the Revenue Standard is inherently complex because of the particular tests that there are set out in the standard to recognize revenue, and that, in conjunction with the systems, is a major focus of area of our audit. So there's no underlying problem that we see, but it's certainly a key focus of our audit when we conduct the audit of the company, and that's why it's also detailed as a key audit matter in our audit report. So we don't think there's any underlying issue as such. It's just a complex area when we're doing our audit.
Yep.
Thank you.
Any other questions? Okay, so that concludes the business of the meeting. I'd like to advise that shortly the voting on all resolutions will close. Can all shareholders voting online please now ensure that they have submitted their votes? And we'll take a few moments now to allow you to finish voting, and voting will automatically close in a couple of minutes. So we'll submit the votes, and we will share a quick video online of Oly that that Rob was talking to during his speech while we're waiting for the votes to be lodged.
I've heard whisperings around these parts. They say you don't have to work at a big company to get your dream car with a novated lease. With Oly, even employees of small and medium businesses could get the big perks, too.
Oh, sounds like a mythical legend.
Not legend. Legendary. Get a quote, and you could save on your dream car with Oly. Legendary novated leases.
Wait, this isn't Scotland.
Are we done?
Okay, we believe that's concluded, the voting. There being no further questions, I declare the poll closed. The staff of Computershare will now process the poll, and the final results will be notified to the ASX in accordance with the Corporations Act and will be placed on the company's website as soon as they become available. As there's no further business, I warmly thank you for all of your attendance and declare the annual general meeting of 2024 closed. Thank you.