I think it's 10:30 A.M. Good morning, everyone. For those that don't know me, I'm Michael Siddle. I'm Chair of Ramsay Health Care, and have been for 9 years. On behalf of the board and management, I extend a warm welcome to our 2023 annual meeting, and we also welcome those who have tuned into our live webcast this year. I believe that we have a quorum, and so I'll accordingly declare the meeting open. I'd like to begin by acknowledging the traditional owners of the land on which we meet today, the Gadigal people of the Eora nation, and I pay my respects to the elders, past, present, and emerging. I'd also like to acknowledge our First Nations employees, who contribute a lot to our company.
I'm pleased to say that we've opened an Indigenous cadetship in Western Australia for Indigenous nursing students, which I think is a great thing for the company and something we need to do. Your directors are here, and I'll introduce them. Firstly, Craig McNally, 36 years. He doesn't look any older than the day he arrived, he says. And then, I'm going from down here, Claudia Süssmuth Dyckerhoff, who's here from Switzerland today. She's a member of the Risk Committee. Claudia's had a few late nights and early mornings with the time zones in Switzerland, but she gets through it and doesn't fall asleep, which is very good.
David Thodey, our Lead Independent Director and Chair of the Nomination and Governance Committee, and member of the Audit Committee and the People and Remuneration Committee, and as you know, he will take over the chair following today's AGM, and I think he'll do a good job, and he's wearing a tie to celebrate the, because he's not a tie wearer normally. Henrietta Rowe, our Group Counsel and Company Secretary, does a wonderful job for us, and she's a great supporter of the board and the company. Where are we going? Karen Penrose, standing for re-election with me today, and she'll address the meeting later. She's the Chair of the Audit Committee and member of the Risk Management Committee and does a wonderful job with the Audit Committee, keeping us in check.
Steve Sargeant, Chair of the Risk Management Committee. Alison Deans, Chair of the Remuneration Committee, as she says, "The hardest committee to be on," and a member of the Nomination and Governance Committee. And down the end, and last, and certainly not least, James McMurdo, who's a member of the Audit Committee. So, I'd just like to say that, you know, the board does do a lot above and beyond board meetings. They visit hospitals, and Steve actually sat in on an operation the other day, and as I understand, he didn't faint. But that's really going above and beyond the call of duty, I think, as Ed Byrne would know. So I'll ask Henrietta to go through the procedural matters for the meeting, and including how to ask a question and to vote.
Thank you, Chair. We are taking questions from holders of ordinary shares or their representatives and holders of CDIs. If you have a question in relation to an item of business, please proceed to a microphone at the relevant item and show your green voting card to our representatives from Boardroom. Non-voting shareholders and CDI holders can also ask questions today and have been issued with a pink card. If you need assistance, please raise your hand and a Boardroom representative will come to you with a microphone. You will be introduced and can then ask your question. We ask that you please confine your questions to the business of the meeting and shareholder issues.
In order to ensure that shareholders as a whole who are attending have a reasonable opportunity to ask questions, we ask that you limit your questions to a maximum of two at a time, and then allow others to ask a question. If your question relates to a personal experience at one of our hospitals, please speak to me or another member of our executive team who are here with us today following the meeting. We are not able to address these questions during the meeting due to privacy concerns. We've also received some written questions from shareholders in advance of today's meeting. These questions will be addressed during the Chair or Managing Director or CEO's addresses to the meeting or at the relevant item. Voting today will be conducted by way of a poll on all resolutions in the notice of meeting.
All shareholders entitled to vote at the meeting will have received a green voting card on registration. Shareholders and proxies who have been given discretion as to how to vote should tick for, against, or abstain for each resolution. Any appointed proxy that has been directed how to vote and has no discretionary votes to cast does not need to vote, as these votes will automatically be counted in accordance with those directions. At the end of the meeting, please sign your completed voting card and place it in one of the polling boxes that will be at the back of the room at the end of the meeting. The poll will remain open for a further 10 minutes after the close of the meeting to ensure that all shareholders have the opportunity to lodge their vote.
The results from voting on all resolutions will be lodged with the ASX and posted on our website later this afternoon. I will now hand back to the chair.
Thank you, Henrietta, and I now open today's poll. Shareholders invited to join the board and members of our executive, who are, by the way, here in the front few rows; a lot of our staff are here. We have people from Norway, from the U.K., from Paris, and they're all here for some meetings later on. So we look forward if you want to talk to them afterwards; I'm sure they're happy to talk to you. I'll now give a short overview of the past year, and then Craig will do a more detailed presentation. As we predicted this time last year, the worst of the COVID pandemic is now behind us. Albeit, we expect the disruption caused by smaller waves of cases will remain part of the operating environment for the foreseeable future. It hasn't gone away.
The legacy of the pandemic for the healthcare sector in financial year 2023 was ongoing workforce disruption and restrictive hospital protocols and procedures... These issues, combined with inflationary cost pressures, in particular wages, and slower than anticipated growth in activity, have impacted the private hospital sector globally. So we're not alone being victims of this downturn. While Ramsay is performing well relative to our peers, we understand that the slower than expected recovery in the business resulted in a lower dividend than last year. Like other companies in the healthcare sector, our share price has underperformed compared to the broader index. I want to assure shareholders, and I do, that the board and management team are focused on driving initiatives that aim to improve shareholder returns, including lifting our dividends.
To this end, we have accelerated a number of transformation programs across the business, in particular in Australia, that are designed to drive top-line growth, improve operational financial performance, and deliver a more streamlined patient experience. The CEO of our Australian business, Carmel Monaghan, who's up there in red, and our Chief Transformation Officer, Transformation and Digital and Data Officer, Dr. Rachna Gandhi, who's down here in the front, outlined the details of those programs a few weeks ago at an event held at our Greenslopes Hospital in Brisbane. You can have a look at that recording of that webcast in the investor center of our website, and it, it's probably worthwhile having a look at it. It goes into a lot of detail.
Turning briefly to the results for the 12 months to 30th of June 2023, we reported an 8.8% increase in net profit after tax. This reflected an improving result in Australia, strong growth from our acute hospital business in the U.K., and from Ramsay Sime Darby, our Asian joint venture, but a lower result from Ramsay Santé and a disappointing result from Elysium, our mental health business in the U.K. Pleasingly, Elysium has shown good signs of recovery in the first four months of this financial year, and Craig will give you more detail on that later. The result also reflected the impact of materially higher financing costs, flowing from rising interest rates over the last 18 months and higher than average drawn debt.
We are focused on reducing our leverage, thereby reducing our interest costs, and intend to use the proceeds from the recently announced sale of our joint venture in Asia, Ramsay Sime Darby, to lower that gearing. Our banks have remained supportive, as they always have been, through this period, and we've recently finalized changes to our debt programs and profile, which received strong backing from both existing and new bankers to Ramsay, and we thank them all for their support. The banks have always supported us for the last 30 years, 'cause I think they see the value in our business. In addition, we've progressed a range of activities under our Ramsay Care Sustainability strategy, in particular with regard to investments in programs designed to attract and retain our people and in reducing our greenhouse gas emissions, which Craig will go through in more detail.
While workforce challenges have eased somewhat in the last six months, retention and recruitment of our people remains the key focus of the board and senior management team, because frankly, people are our company. As you'll have seen in the notice of meeting, as announced in the stock ASX in June, after nine years in the role, I will step down as chair of Ramsay at the conclusion of this meeting. If reelected today, and I hope you reelect me, I'll be staying on as a director to ensure continuity of corporate knowledge and healthcare experience on the board. Lead independent, David Thodey, will be appointed to the role of chair.
David joined the Ramsay board in November 2017, and his understanding and experience in technology and driving transformational change make him the ideal person to lead the board through what will be a significant period of change for this business, and something we'll have to come to grips with. I'd like to thank my fellow board members and senior management team for the support they've given me in my role as chair, and I look forward to continuing my association as a non-executive director. We'll continue to look for new directors to join the board to strengthen our hospital healthcare experience, and we hope to make an announcement early in the new year.
It is fitting that as I deliver my last address as chairman of this company on the eve of us celebrating our 60th anniversary of the opening of Ramsay's first facility and mental health care hospital in Mosman. It had 14 beds, you'd be pleased to know. I've been associated with the company for 55 of those 60 years, and as I reflect on how we have grown and evolved, I know that what has carried us through the good and the more difficult times, like now, has been our people, that live and breathe The Ramsay Way every day. Following the removal of COVID-related restrictions on hospital visitors, the board, as I said, both individually and collectively, has visited a number of hospitals this year. That's both in Australia and overseas, and some of them while they were on holidays, which was nice.
I was lucky enough to join our Australian hospital management teams at our conference in May. There, I caught up with some familiar faces who have been part of the Ramsay family for many years, and it reinforced to me the strength of our culture and the dedication of our workforce in supporting our patients and the business. The commitment of our people and our clinicians to our patients' well-being is reflected in our annual patient and customer feedback, which is disclosed in the annual report, and this has remained consistently high across all the regions, despite the challenge of recent years, and it's very hard to get good results when COVID's around.
So on behalf of the board, I again like to thank our people for their ongoing contribution to the business, and so thank you very much, and I'll now hand over to Craig.
Thanks, Michael. Good morning, everyone, and welcome to those in the room and those joining us on the webcast this morning. I want to begin by reiterating Michael's commitment to take decisive action to unlock value for shareholders. I'm pleased to report that we're making good progress on key initiatives to drive improved returns and position the business for long-term growth. Ramsay has continued to outperform the industry through a challenging period, and while the operating environment for the global hospital sector has recovered more slowly than expected post-COVID, we are pleased to have seen activity levels continuing to improve in the four months, in the first four months of this financial year. We continue to navigate the inflationary headwinds that are prevalent in the healthcare sector globally, and we're making progress on our discussions with key payers.
We're also beginning to see the benefits flow from our operational and digital transformation programs. Importantly, we have strengthened our balance sheet with new debt facilities, and will realize significant shareholder value when the recently announced sale of Ramsay Sime Darby completes. Looking ahead, the long-term outlook for Ramsay remains strong, and we are confident in our strategy. With our market-leading positions and unique portfolio of assets, supported by our targeted investment to strengthen our core business. I would like to add my thanks to our people and clinicians around the world for their efforts to make Ramsay a leader in the delivery of sustainable healthcare. While the labor market has improved over the last 12 months, recruitment and retention remain a key challenge facing the industry. The Ramsay Way has always been the bedrock of our fantastic culture, which creates strong employee advocacy and recognition outside the company.
We will continue to work hard to evolve our culture to ensure Ramsay remains a great place to work. Over the last year, one of the highlights for me has been seeing the growing opportunities for our people to access new learning and development programs, ranging from the on-ground clinical training through the new Ramsay Leadership Academies. This enables our people to grow and expand their future opportunities and delivers benefits to our patients and to Ramsay, including building expertise in areas impacted by more significant labor shortages, such as theater nurses. Over the past few years, we've made great progress with our Ramsay Cares sustainability strategy. This is all down to the great commitment and passion shown by our people.
We have implemented a range of initiatives designed to assist in meeting our Net Zero greenhouse gas emissions ambition, which reduced emissions in FY 2023 by 9%, despite the growth in activity across the group. This has been thanks to initiatives such as our group-wide Greener Theatres campaign, which has delivered a 17% reduction in emissions from anesthetic gas use, mainly from the switch away from desflurane to gases with lower global warming potential. Our important contribution to the healthcare industry through our research and community programs has continued. In Australia, the Ramsay Hospital Research Foundation has gone from strength to strength since it was established in 2017. This includes supporting 42 research grants, investing in clinically important and innovative projects.
The Research Foundation has now turned its attention to playing a part in breaking the cycle of disadvantage by addressing the social determinants of health. Through this, we are hoping to find meaningful ways to improve the health outcomes of three key cohorts: women, rural and regional communities, and older people. We've also seen good engagement with our suppliers on modern slavery issues, with over 40% based on spend, having undertaken a sustainability assessment to date. This work will be ongoing, with a target engagement of 80% of our suppliers by spend by 2027. Moving to an update on business trends in each region. Activity in Australia continues to improve, with every category growing over the previous period in the first quarter, save maternity, which has continued to decline, albeit at a slower rate than past years.
We continue to expect earnings in FY 2024 to improve on the back of mid-single-digit volume growth, combined with productivity improvements coming from labor management and cost-saving initiatives. The top line will benefit from the opening of our new hospital in Epping, in Melbourne, the Northern Hospital, which is pictured on this slide, and that will open in February 2024. Our key focus is accelerating the improvement in the performance of our Australian business. We have targeted initiatives in a number of areas that include programs aimed at driving growth in revenue. This includes reopening discussions with some of our payers around reimbursement rates, which are more commensurate with the inflationary headwinds faced by the hospital sector... in particular, wage inflation. We're making progress and have signed new agreements with some of our larger payers.
We've also been running a targeted operational excellence program to drive activity, with the establishment of a performance acceleration unit focused on our larger hospitals. We're also fast-tracking the rollout of technology and AI across the business to streamline processes and reduce administrative work for our teams. Finally, we are accelerating cost control programs to improve profitability. Having seen higher wage growth in the last 12 months, we are finalizing outstanding EBAs within expectations, which enable us to develop and maintain our workforce. As a result, we feel we are well placed to remain competitive in the labor market. On consumables, Ramsay will continue to leverage its global procurement capabilities to drive improved pricing, and as COVID-19 conditions improve, PPE and other COVID-related costs have normalized.
While activity levels have been slower to recover than expected in Australia, the business has been a leader in the industry in terms of financial and operational performance. Our strategically placed network of services and facilities means we are well placed to benefit from the strong demand for healthcare services forecast over the next decade. We believe the investment being made in the business over the next five years will enable us to take advantage of the technological and service delivery changes and demand for services expected over the next decade. Moving to the U.K., where our acute hospital business, Ramsay UK, has had a strong start to the year, underpinned by growing volumes from the public sector and the private insurer market, and a higher level of acuity.
The business will also benefit this year from volumes coming through recently opened facilities, including Glendon Wood Hospital, which opened in August this year and is shown on this slide. The business continues to take action to offset the impact of inflationary headwinds, particularly labor costs, with a range of efficiency programs running across the business. We continue to expect improved earnings in FY 2024, driven by mid- to high-single-digit volume growth. The business is the leading private hospital service provider to the U.K.'s National Health Service, and has expanded its relationships with the private health insurance sector, leaving it well placed to benefit from the expected multi-year, above-average demand created by the healthcare wait lists in the U.K.
The performance of Elysium, our mental health services business, has continued on the upward trajectory seen in the fourth quarter of FY 2023, boosted by an improved labor market, which has seen the business onboard over 900 net new starters since the beginning of 2023. This has resulted in a significant reduction in the use of expensive agency staff, lowering labor costs. Continuing to raise occupancy levels, combined with an ongoing focus on recruitment and retention, are the key focus areas for Elysium across the balance of FY 2024. The business is a trusted partner of the NHS and is well positioned to take advantage of the growth in demand for specialist mental health care, and that's particularly over the next decade.
Turning to Ramsay Santé, where the first three months of the year are a seasonally quiet period, which means it can be difficult to get an accurate sense of underlying activity levels. However, the French business has reported volume growth consistent with our full year expectations of low single-digit growth. High cost inflation remains a feature in the business, and the current French government tariff does not fully compensate the business for the inflation experienced over the last few years. The private and public sector continue to lobby the French government for increased compensation. Activity growth in the Nordics region has been stronger than France, with contributions from recent acquisitions, combined with an improved performance from the acute hospital business.
While the weaker Swedish krona against the euro has impacted the Nordics earnings contribution, we continue to expect better than low single-digit growth in the Nordics region for the full year. Ramsay Santé proved itself a trusted partner to governments in all its regions over the last few years, and has leveraged its position to expand further into adjacent services, such as imaging, to support and grow its core hospital business. Together with our private hospital operators, we continue to work to demonstrate the strategic importance of the private sector to the overall healthcare sector, to drive satisfactory tariff outcomes. Over the last few months, we have focused on extending our funding group debt maturities and establishing a more orderly maturation profile.
We have extended each of the three $500 million tranches of our sustainability-linked loan by two years and launched a new $300 million six-year syndicated facility, which has been upsized to $500 million following strong demand. Importantly, the funding group's base rates will not change as a result of the new facilities due to our existing hedging programs. The funding group's weighted average margin on the facilities will be circa 10 basis points higher, reflecting the longer tenor of the extended and new facilities. On 13 November, we announced the sale of our Asian joint venture, Ramsay Sime Darby, for approximately $2 billion. The transaction is expected to complete by the end of the third quarter of FY 2024.
This translates to a net profit after tax of approximately AUD 630 million for Ramsay, reflecting the significant value we have created on our AUD 265 million investment. Ramsay will receive pre-tax proceeds, net of costs, of approximately AUD 935 million, which will be used to further strengthen the balance sheet by paying down debt. Based on current forecasts, this will result in the funding group leverage moving well below our stated target of 2.5 x by 30th of June 2024, and will extend the weighted average duration of our debt profile to 3.2 years. Again, we will continue to review the business in the context of how we can improve shareholder returns and are assessing a range of strategies to unlock value and drive improved performance.
Moving to the FY 2024 outlook, and consistent with our commentary at the full-year result, excluding the contribution from the sale of Ramsay Sime Darby, we expect further growth in earnings in FY 2024, underpinned by mid-single-digit revenue growth. We expect the growth in earnings will be weighted to the second half of the year, primarily reflecting the positive contribution from non-recurring items in the first half of FY 2023, and in the absence of French government compensation for the impact of inflation. Turning to our long-term strategy, the healthcare industry is expected to be underpinned by strong tailwinds over the next couple of decades.
These include technological and clinical developments, rising healthcare expenditure as a proportion of GDP, a growing and aging population, and the associated rising incidence of chronic conditions, which is also resulting in increasing healthcare costs for governments, thus creating commercial opportunities to partner with private healthcare providers. We continue to believe that through Ramsay's strategically located footprint of facilities, investment in clinical excellence, which has created an industry-leading proposition for physicians, trusted payer relationships, our selective push into new and adjacent services to support our core, and our investment in technology to drive efficiencies and improve stakeholder experience, we are well positioned to benefit from these tailwinds and drive long-term growth for shareholders. As operating conditions continue to improve globally, we are recalibrating our long-term strategy and positioning in the market to drive top-line growth and an improvement in margins over time.
Our priority is to continue to leverage and strengthen our core hospital business through a series of transformation programs and by investing in a wider range of services that feed into and support the core, ultimately driving improved outcomes for patients. We remain disciplined about our new investment, and in light of rising interest rates, we are applying a more conservative approach to new projects. I'll close by thanking you, our shareholders, for your ongoing support through what has been a volatile period for the healthcare industry, and once again, thank our people and clinicians for their efforts to make Ramsay a leader in the industry for the provision of care. Just before I hand you back to Michael for the formal part of proceedings, I'd just like to congratulate him on his term as chair. He's been a fantastic chairman. Thank you.
Thank you, Craig. I'd now like to respond to questions from shareholders on our addresses and the business and the operations generally. And having said that, Henrietta, we have some written questions which we've received in advance of the meeting, so we'll deal with those, and then we'll ask for general questions afterwards. So, Henrietta, we'll-
Thank you, Chair.
Go to you.
We've received several questions and comments from shareholders in advance of today's meeting in relation to our performance, dividend payment, and recent share price, including from Jeremy Cotton, Andrew Pelley, Sam Pappalardo, Lorraine Marshall, and Anthony Elborn.
Thank you. And I, as I understand, those questions are very pertinent. Look, I think Craig and I have addressed those issues, but I'll reiterate that we, we understand shareholder concern with the recent underperformance of the Ramsay Health Care share price. It's been an extremely challenging year for the healthcare sector, particularly the private hospital sector. The rate of growth and recovery in the operating environment has been definitely slower than we anticipated. Many of the industry are struggling to stay profitable, and whilst Ramsay's performance has been good relative to other operators, we understand that the slower rate of growth and recovery is reflected in our share price. And many of you, of course, have mentioned the dividend cut, and I understand why shareholders are disappointed.
In fiscal year 2022 and 2021, dividends were paid out above our target payout ratio in recognition of shareholders not receiving a fiscal year 2020 final dividend due to the uncertainty caused by the COVID pandemic. The board closely considered the fiscal year 2023 dividend, and due to the circumstances at the time, it was decided it was prudent to pay at the bottom of the range. As both Craig and I said in our addresses, the board remains confident in our strategy to position Ramsay for long-term growth. The digital and operational transformation is well underway. We continue to invest and drive growth in our brownfields and greenfields investments, and we're confident in returning Elysium to a stable platform, and we will invest in our people.
Thank you, Chair. We also received some questions and comments from shareholders in advance of the meeting in connection with the Voice referendum, and specifically the Yes campaign, from Graham and Marilyn Williamson, Charles Parberry, and Shireen Power.
Okay, there seems to be some confusion here. Look, this is a good opportunity to clarify. Ramsay Health Care did not make any financial donation to either side of the campaign in connection with the recent referendum on the Voice to Parliament. However, the Paul Ramsay Foundation did donate to the Yes campaign. While the foundation is our largest shareholder, it is an independent entity, and so it has no bearing on our company at all.
Thank you, Chair. The next question is from Michael Holmes. He asks: "The board of Ramsay ultimately decided that the sale of RHC to the KKR consortium was not in shareholders' best interest at AUD 88 per share. Since this time, the share price has dropped by over 40%; that has negatively impacted all shareholders. The offer made at the time would have paid a 10% premium on the share price, providing for an exceptional ROI for shareholders. For reasons not fully disclosed, the offer was rejected by the board. Why have those responsible for this poor decision not left the board?" The company shareholder, RMGB Plumbing Proprietary Limited, asked a similar question.
Look, while I understand shareholders' concern with the recent share price, there's still some confusion here, and I want to reiterate, as I said last year, that the KKR consortium withdrew their proposal, so we did not have an offer to accept. So we did not reject any proposal from consortium, and ultimately, as I said, there was no offer to consider.
The next question is from Mitchell Jones, and he asks: "With Peel Health Campus in Western Australia being taken over by the state government, how do you foresee the financial forecast for the loss of that income stream, thus affecting share prices? Is there talk of the other Western state assets being taken over by the government as well?
Thank you for that question, Mitchell. No, not to our knowledge. Noting that Peel is a government-owned hospital, and we had a contract to operate, and we did not own it. The transfer of the Peel Health Campus operations will commence in August next year, so any impact of the transition will flow through for the financial year ending 2025 and is not material.
The next question is from company shareholder, Stokes Partners Superfund, and asks: "Given the company's need to correct the misstatement of a director's claimed professional qualification and to amend the annual report following its release to the ASX, please outline and confirm the veracity of the checks the company makes to verify stated qualifications of board members and employees prior to their appointment.
Look, prior to the appointment of any director or senior executive, thorough checks, background checks are carried out to verify the credentials of the individual. I'll refer this to Henrietta, because it's a little bit complicated, and I don't think it's overly material.
In relation to Mr. McMurdo, appropriate background checks were undertaken in accordance with the process that Michael has just referred to. Mr. McMurdo was awarded the accreditation as a qualified chartered accountant in 1997 by the Institute of Chartered Accountants in England and Wales, and does not hold himself out to be a practicing ICAEW chartered accountant. Ramsay understands that it is the ICAEW's current view that Mr. McMurdo is unable to use the letters ACA because he is not currently a member, due to the fact that he does not pay membership fees or undertake continuing professional development. Accordingly, after being contacted by the ICAEW and made aware of their view, Ramsay amended the FY23 annual report to delete the letters ACA that were next to Mr. McMurdo's name and will continue to take this approach while Mr.
McMurdo resolves the matter directly with the ICAEW. The next-
Did that cover everything, James?
Yes.
The next question is from company shareholder, Demir Proprietary Limited, and asks: "How well protected is the company against cyber risk?
Look, we've done an enormous amount on cybersecurity, and there's our executive in the audience have been driving it. You know, given the Medibank Private and the Optus experience, but I'll get Craig just to give you more detail.
Okay, we certainly recognize the importance of cybersecurity and privacy in what is an increasingly hostile environment. Our investment in, in this area has increased significantly in the last few years. We have a global cybersecurity framework, which includes controls associated with prevention, detection, and recovery. It is being revised to align with the NIST Cybersecurity Framework, and the framework is externally validated, routinely tested, and subject to ongoing review and continuous improvement. On a regional level, each region monitors cyber risks and data and privacy concerns and has its own accountability framework to reduce risk, protect data, and meet regulatory requirements, which are different in each region. As part of this, each region has dedicated data protection and privacy officers and delivers comprehensive training to staff.
Our information security teams across our regions, led by our Group Chief Information Security Officer, are continuously monitoring our systems and the external threats to limit the risk as much as we can.
Thank you, Craig. The next question is from Sam Pappalardo and asks: "Will the company do any share buybacks? If not, why?
Look, at the moment, we're focused on reducing leverage, so we're not in a position to conduct a share buyback. As our leverage moves into our target range, however, Ramsay will closely monitor its capital management programs, including whether a share buyback is an attractive option.
... We have received three questions from Robert Vezina: Do you enjoy this chairmanship? If so, why? Are you committed to this industry and the shareholders, and are you honest?
Interesting question. Look, as I've said in my address, of course, I've enjoyed the role, but after nine years, it's time for a change. You know, we always need new blood and younger people, Mr. Thodey, I'm glad to say. Look, I'm committed to both shareholders and the industry, obviously. Yes, I am honest. I think. Am I?
Shareholders Percy Behzad, and Parizad Kotwal have asked if we can have the AGM in Melbourne.
Yeah, look, thank you for that. Look, we've considered it, and but from a logistics point of view and a cost point of view, we're determined to keep our AGM in Sydney, but we'll keep it under review. You know, our AGM arrangements, we're always looking at it, but I think it's probably unlikely.
Timothy Clifton has asked three questions. The first question is: At present, Ramsay Health Care does not offer its shareholders a Dividend Reinvestment Plan. Is it likely that a Dividend Reinvestment Plan will be offered to shareholders in the future?
Look, as announced to the market in February this year, Ramsay reactivated its Dividend Reinvestment Plan and was pleased to operate it for the half and full-year dividends in 2023. But of course, when considering the payment of any dividend, the board will consider whether it's appropriate to continue the Dividend Reinvestment Plan.
Mr. Clifton's second question is: At present, Ramsay Health Care shares are 100% franked at the 30% company tax rate. What is the possibility of the franking Credits being reduced in its percentage in the future through increased overseas earnings?
Thank you for that question. I'm not an expert in franking credits, but we do have experts, and at the 30th of June, we had a AUD 876 million franking credit balance after taking into account the franking credits attached to the 2023 final dividend. The balance increased 7% on the 30th of June 2022. We have stated recently that we do not have plans to make any material acquisitions outside of Australia, but obviously, it'll depend on what the level of dividends we pay and the mix of our onshore and offshore earnings. At the current time, we believe we have sufficient franking credits to pay fully franked dividends for the foreseeable future.
Mr. Clifton's third question: At present, Ramsay Health Care employs Ernst & Young as its auditors. Does Ramsay Health Care intend to employ one of the other large auditing companies in the near future?
I better be careful here because our auditors are in the room. Look, not at this time. However, the audit committee reviews the performance and independence and objectivity of the company's external auditors annually. Of course, Ramsay also complies with all applicable legal requirements. For example, the lead audit partner rotated last year in accordance with those requirements.
Thank you, Chair. The next question is from Victor Zaphir. Is RHC basically a company that works for government? This is no longer a publicly listed independent company. Company shareholder, VZ Super Proprietary Limited, has also asked a similar question: Is RHC beholden to governments more than to its shareholders? It seems COVID revealed how much you are at the government's mercy.
Look, thank you. That's an interesting question. Look, but I can assure you, we certainly remain an independent company. In responding to the COVID-19 pandemic, governments globally put in place extreme measures. One of these measures was in Australia, restricting surgical activity. The pandemic and the increasing demand for healthcare services around the world requires us to work with governments closely. Ramsay maintains and redevelops relationships with governments at all levels, which helps us to provide high-quality healthcare to both the private and public patients in the community.
Victor Robinson has asked: French hospital system has a high reputation for its care of patients, a level above Australian hospitals. Has Ramsay found this to be the case?
Thank you for that question, Victor. I've got our French CEO here, Pascal. I don't know whether he agrees with that or not or whether it can be measured, but I'm not sure what the basis for that view is. At every Ramsay facility, including those in France, delivering high-quality patient care and treatment is at the heart of what we do. Patient outcomes and experiences are an important performance index, and our Net Promoter Scores remains world-class across our facilities. So I think around the world, our standard of care is equally as high. Am I right, Frank? Thank you, Pascal.
Victor Robinson has also asked: Medical science is developing in terms of research studies, university talent, et cetera. Is Ramsay spending enough on R&D to be innovative and progressive in the advancement of medical science?
Look, thanks for that. We proudly support a growing range of health and medical research for the good of our patients and the good of the community generally. We know how attractive it is for clinicians to have the opportunity to advance their work through medical research. In Australia, the Ramsay Hospital Research Foundation has more than 1,700 clinical trials and health research projects underway, involving more than 500 clinicians and thousands of volunteer patients. Our clinical trials network has expanded to 20 sites across Australia, and since its inception in 2017, the foundation has allocated more than AUD 22 million in support of those 40 research grants.
Margaret and Ross Brown have asked if it could be investigated by Ramsay Health Pharmacies offering recycle tubs for empty blister packs.
Yes. Look, reducing waste and increasing recycling is a focus for Ramsay in Australia, and, and this is something our pharmacy team will definitely look into.
Chair, that concludes the written questions.
... All right, so I'd now like to invite general questions from the room. If you have a question, please proceed to the microphone. If you need assistance, let us know.
Mr. Chairman. My name's David Kirwan. I'm a retired surgeon, not a voting member. I've actually got a copy of this question. It's only one question, Mr. Thodey. I'd like to congratulate the board for so many wonderful initiatives this year. Hello, Mr. Thodey. Digital transformation sounds like a painful prostatic examination to me, so maybe have a look at that name. But also, I want to congratulate or acknowledge all the wonderful people who work for Ramsay. But I have some perhaps less attractive questions. Mr. Siddle, you've recently morphed from a Ramsay lifer after 55 years and great contribution, to a willing seller, using your words from last year. And in parallel with that change, starting in the late months of 2019, before COVID was invented, we can't blame COVID, there were multiple board resignations.
That started with the company's long-standing lawyer. Five directors quickly followed him overboard. Some immediately sold shares, others scrubbed Ramsay from their social media pages. Your deputy, Mr. Evans, after a little clean-up job, followed shortly after. So seven directors resigned in a short time. Two and a half years later, a bid from KKR, which you've just confirmed, was abandoned. They walked away after doing their due diligence, presumably. And between those two extremely alarming events, directors jumping overboard, KKR abandoning their bid, your national CEO resigned without explanation, was replaced from within the Ramsay in a secret circle by your company's PR boss, the top spin doctor. So my questions to you are: What did KKR find during their DD that made them so emphatically abandon their bid? And would any other potential suitors have the same concerns?
Was Ramsay's participation in the terrible Ramsay events at the Albury Hospital the reason for the mass board resignations? Did KKR walk away a couple of years later for the same reasons? While you gather your thoughts, I'd like to ask Mr. McNally, maybe you can tell us, have all those problems ceased? It's your job to know they've ceased. Perhaps you can tell us how you know they've ceased. Please tell us if they've been adequately contained or covered up. Finally, to the new chairman, I'd like to know if those events at Ramsay, if they come to light, how much the share, share price will be affected. You've been accused by the press of wanting to have a clean slate, so to clean the slate, nearly you nearly need to come clean, and I don't mean you personally.
Do Mr. Siddle and Mr. McNally have an obligation to disclose those Ramsay problems and events to the market before they benefit from any restructure or before they sell any shares? Thank you.
I don't know what problems you're talking about. I mean, we
I think you do.
Excuse me, let me finish. Yeah, we've refreshed the board. We had board members who'd been on the board for 20 years, and that's not desirable. And those board members retired because they'd been around for a long time, and it was time to refresh the board. There were pressures from institutions that we needed to refresh the board, so we refreshed the board. There was no reason any of those directors stood down for any of these problems, which I don't know what you're talking about. I just don't know what they are.
Well, you said you're honest. Now, Mr. McNally does know, 'cause I wrote to him by registered mail and outlined those problems, and he has failed to return any correspondence. Okay, so we know what the problems are, but I'm not at liberty to discuss them here for legal reasons that have been put in place by your organization. You do know what the problems are. Certainly, Mr. McNally does. If they come to light, I think that will affect the share price. But my question to you was, did KKR walk away for a specific reason? What did they find?
Okay, what we understand is KKR's funding fell through. Last year, the financial markets moved quite considerably, so their funding cost increased considerably. The cost of their property, the yields on their property went up, and therefore, we think... Well, we understand, we haven't had this directly from them, that they couldn't proceed with the bid because financially, it didn't stack up. It wasn't anything they found in due diligence at all, and in fact, they were quite happy with the first stage of due diligence. We didn't proceed to the second stage of due diligence because there were issues around the French company, and then they withdrew the bid. That's the story, and we don't resolve from that. There was nothing in there that's sinister.
You seem to think there's some sinister things in there, and I really don't understand, and for legal reasons, you can't tell me. Well, I can't respond to them.
Well, they may come to light, and thanks for that explanation, because the market certainly wasn't aware of it, as I understand it. But getting back to the point, Mr. McNally is aware of the Ramsay events that occurred in Albury, the terrible Ramsay events that occurred in Albury. Perhaps they will come to light, and then you will understand, and so will the market. Thank you.
Okay. Thank you for that.
Mr. Chairman, introducing Peter Gregory. He's a shareholder and also a proxyholder representing the Australian Shareholders Association.
Yes, we know, Peter. Welcome.
Thank you. Good to see you. As was just said, I'm a shareholder and representing the Australian Shareholders Association. We're a largely volunteer organization that represents the interests of of individual shareholders to companies, and I'd like to to thank Ramsay for their engagement with us, as part of this process. Today, I'm representing 216 shareholders who hold a total of 315,000 shares. I'd like to ask you a question about the board skills metric that's in the corporate governance report... It lists the skills required and the number of directors who have each skills.
But we'd like to suggest that, given the unique nature of this business, that the specific skills and experiences of operating a private hospital and hands-on understanding of the healthcare reimbursement system should be included in that matrix. And I'd suggest that if that were the case, that there'd probably only be yourself, Michael, and Craig, who would have those skills, which to our mind represents a risk to the organization in that you're both non-independent directors, but are the directors who hold these specific skills. We would suggest that, and I understand you're undergoing a board recruiting process right now, but if it's necessary to have people with those skills, that you consider an additional director as well.
Look, I mean, we agree with what you say. I'd like to think Mr. Thodey, after five years, has picked up some skills around hospital management. Yes, and by the way, it's not easy to find people that have been in the private hospital industry that we can put on the board. We, you know, we've looked, we've been. We have basically a constant search. We've identified a couple, and in fact, I approached two of them, and they didn't want to become public directors, public company directors. So we are continually looking because we agree we probably are a little bit light on there, but I don't think it affects the way the board operates. But I certainly take your point.
Okay, can I further suggest that this situation, depending on the depth of skills and experience within the management team, can possibly give rise to a concern with CEO succession planning?
Yep. When we appointed Craig years ago, I said to him, his first job is to find his successor. We are working on succession planning. Craig hasn't given us a date yet as to when he may retire, but he won't be around forever. So, you know, we have a process. It goes on slowly, and we're not ignoring it.
Okay.
But it won't be easy to replace him.
Okay, that was two questions I have further. Can I keep going?
Yeah.
The portfolio of services chart on page nine of the annual report shows a diverse range of services across geographies that Ramsay operates in. Has consideration been given to rationalizing those services that don't strongly support the core business? And are there business facilities within the portfolio that don't deliver a sufficient return to justify retaining them?
Sorry, I just need to-
Nine, Michael.
What page was it?
Nine.
Okay.
It's the Geographies versus Services chart.
Geografi- Yeah.
Corner nine.
Oh, yeah. Okay. Sorry, what's the question? Do we-
Are you satisfied that all of the services you have are delivering to the core business? Or are there some that... Core business being effectively running private hospitals. Are all of the services you're involved in delivering good outcomes? And second question is, are there some facilities within the whole Ramsay group that you're concerned about their ability to deliver returns?
Look, I'll. Our core business is running private hospitals, and so most of the things we do have some connection to running private hospitals, whether it's primary care, whether it's imaging, you know, whether it's pharmacy, but they all relate back to the hospitals. So at this stage, you know, we're not going into businesses that aren't hospital-related. I don't know whether Craig wants to-
Yeah, I'm happy to-
Elaborate on that.
Yeah, I'm happy to add to that, Michael. Certainly when we look at, you know, the strategic direction for the group, so, you know, our, our strategy of Ramsay 2030, it's about hospitals being the core business that we have, but adding adjacent services is an important part of providing better patient experience and better clinical outcomes. So each of the regions will, and, annually, at least, we, we do a portfolio review about where we're heading, directionally in terms of the strategy. The portfolio review will not just look at what the performance is in the, in the short term, but what the role of a particular facility or services, service will be in the long term. And sometimes there are, there are adjustments made to service profile and, and facilities.
But I'm not going to say that today there is a, you know, a particular facility that isn't contributing, that doesn't have a role going forward, but it's regularly reviewed.
Does that cover?
Yeah. No, that's good. Thank you.
Okay. Yeah.
Also on the question of reimbursement, you did refer to it in your presentations, but if I can ask you a longer-term view as to how the competitive environment in terms of delivery of healthcare services, participation of different players might impact on Ramsay's business, and do you have the flexibility to respond to the changes that you might envisage occurring in the future?
Look, we have a very valuable set of assets, you know, and they're not replaceable. Governments saw the benefit of them during COVID. They had us on standby to cover COVID patients, so we were a very important part of the healthcare system at that stage. I'm just trying to remember the question now. Sorry.
In terms of the change that's occurring within the-
Yeah, look, the changes, you know, and David might want to say something, is, you know, We know that the healthcare business has changed. COVID has changed things. Doctors are operating in different ways, as our medical people will tell you here. We, you know, we are responding to those changes. This is the first time I've seen it in 55 years, and so we are transforming the business using a digital and data program. And I might sort of throw to David here, but it has to produce returns because it's quite a great deal of money.
Yeah, thanks, Scott. Here we go. Yeah, Peter, I think it's at two different levels. One is, we're investing in technology to run really efficient hospitals and deliver better care, but also the innovation in clinical excellence is changing radically. And, and so we need to do both together. I mean, be it oncology, cardiology, you know, even must see enormous changes. And so we need to provide an environment for our surgeons to be able to deliver outstanding healthcare, and that's what we're doing. And that's a big program of work, but we need to get our operations, you know, efficient, running well, supporting our nurses who are so important, and making sure they've got a great environment to work, and then also investing in clinical excellence.
Craig, did you want to add something?
Yeah, I was just going to add that when you, and sort of referenced or alluded to it in my presentation, when you look at you know, the drivers for demand for healthcare over the longer term, you're going to see an increase in demand for healthcare, and that will play out in every subsector and every you know, I won't say every service, but generally across the healthcare spectrum. And so the important thing for us is to recognize what that environment looks like going forward. There's going to be more pressure on any taxpayer-funded healthcare system.
So for us, it's how do we continue to grow the acute part of the business and then the other, you know, adjacent services so that we get a model of healthcare in a, you know, we describe it as an ecosystem, but a model of healthcare that allows us to be relevant, produce, you know, world-class outcome, healthcare outcomes, allows us to be affordable and relevant to payers, whether they be government or individuals or private insurance funds. But you'll see the pace of change in healthcare quicken over the next, you know, 5 or 10 years. And so we, we're very cognizant of that, but we still have a strong belief that, you know, the acute hospital business will still be at the core of our business going forward.
It will have different rates of growth for different services, but as we broaden our service profile and provide a more integrated service, you know, we're trying to capture what those changes will be in the future.
Okay. No, thanks for that. They're my questions. My colleague, Jennifer Owen, also has a couple of questions for you.
Thank you. My questions are largely related to the financials. So the Elysium acquisition cost GBP 1.5 billion, of which GBP 1.3 billion was goodwill. Can the Chair explain why, in the impairment testing of U.K. assets, the company lowered the discount rate to 9.7% and increased the terminal growth rate to 2.5% for the U.K. business, despite interest rates rising over 2% or 200 basis points in the year?
Karen, would you want to address that one there?
Hang on. Yep. So thank you for your question. When we look at all of the parameters for the Goodwill testing, we do it with regard to the market. We test it also and have it independently looked at by our auditors, Ernst & Young. And so that was the view of what the right parameters were for the Goodwill testing with everything considered. Martin, do you want to add to that?
Do you want...
Yeah.
Yeah, the other thing that we consider in our impairment testing is we look at the U.K. as a whole segment. So we look at the Ramsay UK acute business as well as Elysium. And so when we look at that combined, as Karen said, those numbers do fluctuate from time to time. We review them every year and get them validated by EY.
Thank you. And I noticed also in the impairment testing note, Sorry, the company stress tested the discount rate and the terminal growth rate. And it's in your note, you've observed that the carrying value at that point, given those altered metrics, pretty much equaled the recoverable amount. So pretty much on the edge there of an impairment. So you've outlined some improvement in the Elysium business these first four months of the year, which is good to hear. So, but there was some caution in the annual report and the presentation to shareholders around further impairments for the U.K. business if Elysium didn't improve.
What are we looking at now with respect to impairment risk, further impairment risk for Elysium, given what you've seen in the first four months of the year?
Thank you.
I'm happy to take that at a high level. We're certainly seeing Elysium, as I said, tracking to the trajectory we saw in the last quarter of FY 2023. So the real issue with the Elysium performance related to workforce, and so, you know, when the U.K., you know, was coming out of COVID, and sort of the other industries such as hospitality and retail started to rebound, that put a lot of pressure on that unskilled workforce. And so Elysium has a big dependence on healthcare workers, which are, who are generally unskilled workers, who then we train internally to be able to utilize them. And so there was a significant impact of retail and hospitality in particular, mopping up that workforce. So when...
This is a long-winded answer, but so when that happened, we had two things happen. We had an increase in costs because we had to use agency staff and so agency staff are more expensive, but we also had to use more of them because we needed to make sure we had safe environments. And in doing that, that restricted the capacity we had, so we didn't get activity growth through that period. And so that's been redressed, and I made the point of, you know, the number of new staff that have been on board since the start of calendar 2023. And so we are seeing Elysium continue to improve its performance back to where our expectations would be, but it's got, you know, it's still got some to go, so.
Okay, so it's still not quite in line with your expectations at the time of the acquisition?
No, we've got that catch-up to make, but it's, you know, it's not something that we're as concerned about as we were six months ago.
Thank you. And with respect to discipline around acquisitions, given the Elysium performance was so disappointing so quickly from the acquisition, can the board explain how acquisitions are assessed for a variety of potential circumstances prior to being made? What rigor is applied to a range of scenario testing to ensure that the company is not overpaying for assets?
Look, we, we obviously try and not overpay for our assets, and we have, you know, endeavored to buy assets in the past, but they have been, you know, overpriced, and we, we have withdrawn from any, acquisitions that are overpriced. Elysium, we thought was a fair price at the time. It was adversely affected by COVID. We still think the long-term value of that business is there. But all acquisitions, we're, we're quite disciplined, and we have certainly not proceeded with a lot of acquisitions. I don't know whether you want to add something.
I just said, you know, when we assess acquisitions, and we do a lot of homework, in the markets we're in, but also some selective markets, as to what opportunities may present or will present that align with our strategy. So Elysium was very much aligned with our view on mental health care into the future and the increasing demand for mental health care services. And absolutely, we all recognize it had a really disappointing result through that period, which, you know, was unanticipated. So the, there's certainly that discipline. We would say no to more things, many more things than we say yes to.
But we do take that long-term perspective, and so when we make acquisitions, you'll see that the hurdle rates we have for that investment, we have a five-year view on acquisitions in terms of what we expect them to perform at. And so, you know, in Elysium's circumstance, that's tracking back to that. I'll probably call out Ramsay Sime Darby. I mean, many people question the value of Ramsay Sime Darby. I think the results evident that that was a good investment for us. And so whilst you might not see the value as it's being created through that period, it's up to us then to be able to demonstrate that that value that is being created.
I think, you know, in anyone's language, you know, the profit we made on sale of RSD is an attractive one, and I think supports that strategy.
Thank you. Could I have one more question, please?
All right.
Thanks. So, question on non-recurring items. So Ramsay's strategy highlights strategic partnerships and M&A, M&A capability as one of its strong organizational foundations. Thus, profits, losses on asset sales, transaction costs on M&A, and impairment testing of goodwill purchased on acquisitions are all normal parts of the Ramsay strategy. Every year for the past four years that I've gone back, profits and losses from these three areas have been reclassified as non-recurring. ASIC guidance states that it's potentially misleading to describe items as non-recurring, for example, such items such as impairment losses and restructuring costs as non-recurring, when they are generally of a recurring nature in many businesses, albeit they may arise only in some years. The net boost to normalized profit over the past four years of removing these three items from normalized earnings has been AUD 87.5 million.
Can the board explain why they consider these items are non-recurring and how this treatment is consistent with ASIC guidance?
I'll start.
Go ahead.
Okay. We changed our policy, I'm gonna... I'll stand corrected, three years ago-
Mm-hmm
... to move away from core and non-core, so we don't normalize those things. What we do is we call them out for people's information. So I sort of contest the position that we do normalize. We don't. We changed that policy. We don't have core and non-core anymore. We just call out items so that people can make their own assessment about when they're modeling what the impact would be.
You still call them non-recurring?
Yeah, but we don't normalize the accounts. When we just say that, "Here are items that you can consider." We, you know, we don't, yeah, say the same thing.
Thank you.
You're welcome.
Thank you.
Mr. Chairman, we have a question from shareholder, Enzo Prata.
Mr. Chairman, my question is about the cybersecurity, and-
Just, just move the mic down because my hearing is not as good as it was.
Sorry. My question is about the cybersecurity-
Yes
... and the risk of cyber attacks. Do we store any personal identifiable information that we do not need? And by that I mean, of course, of course, we needed to keep names, contact details of our patients. That's fine. But do we store things like driver's license numbers, passport ID, state card numbers, and so forth?
Enzo, look, thank you. We do have information that we probably don't need, and we are looking at that currently. I think it's an ongoing exercise at the moment, Andrew, that we discussed at the last board meeting, and we are trying to determine what information we have that we don't need to keep. It's generally around medical records rather than personal details.
Right. Okay.
I don't, we don't have driver's licenses. We don't have, I think, credit cards. So there's nothing there that's particularly sensitive other than the medical record. Am I right?
Oh, yeah. Well, just we do, we do. The short answer is yes, we do have information, but we are taking steps to identify that and what we do about, you know, making sure that we don't keep that information-
Delete
As long as we do. Yeah.
Yes. Great.
Thank you.
Thank you very much.
Yeah.
All right. Mr. Chairman, I introduce Wayne Perry, shareholder.
Good morning to the board, and as always, thank you for your time throughout the year and for your time today. A couple of questions, hopefully looking forward in that, in just for some context from COVID and artificial intelligence. So my questions are: given that we're where we are with COVID now, and it's more a concept that we have to live with, what are the learnings for Ramsay from the whole COVID experience? And the second question, you've mentioned AI, so can you talk to what AI looks like for Ramsay? Is it something that you're going to develop? Is it something that you're going to take off the shelf? So are you going to be bleeding edge or leading edge or a follower or what are your intentions in that space?
For learnings, did you want to-
Yeah. Not sure how much time we've got to go through the learnings from COVID. But I think, you know, many learnings from COVID, and we reflect back on how we performed as an organization through that period, and I think the great positive for us was in terms of the way we managed according to our values and our priorities being around patients and staff. And I've said it before, they were our absolute priority, their safety and welfare through that period, and remains the case today. I think we learned, you know, many things, but, you know, how to capitalize on the fantastic expertise that exists in our organization was one big learning.
You know, we've got some really talented people who were put under extreme pressure, and their ability to respond and make sure that the right decisions were made through that period was, you know, really encouraging to see, and I think we need to continue to capitalize on that. We had a very policy and procedural driven period through COVID, where we were constantly updating. It could be two or three times a day on what the latest information was. And so communication, I think everyone learned through that period that how important it is to communicate, and you can't over-communicate to our people.
So, you know, lots, lots of small learnings, but, you know, what we've done is reflect on, you know, the things that we need to keep that came from COVID and those things that we don't think are as productive for us. And, you know, we want reflect on productivity. We've talked for a couple of years about getting the business back to productivity levels that would have existed before COVID but are relevant in today, and getting that cultural change back has been a longer-term process. So that's the COVID. I've forgotten your second question now.
AI.
Oh, AI.
Did David want to...?
Well, I'll just start.
Yeah.
You know, there's a massive amount of resources that are currently working on what our digital and data strategy is and what the evolution and execution of that will be. AI is a part of that, and so, when we look at... You know, I don't think we want to be leading edge in terms of the implications of AI on clinical practice. I think that is something we have to be cautious about, and I think that's when we look at sort of our risk appetite for that, you know, we need to be looking at what's happening around the rest of the world.
You know, I'll just call out, you know, Victorian government sort of put a ban on anything AI-related in terms of their clinical activity in that state because there is no, you know, the evidence isn't there to support some of the initiatives that might be moving faster than policy generation can occur. But in saying that, we currently use AI and develop AI around many of our business practices, and we'll continue to do that in a drive to give better patient experience, get more efficiency into the business. So it'll be a bit of horses for courses.
Okay. Thank you.
Thank you very much.
Thanks for the question. There's no more questions, so we'll move to the formal part of the agenda. The first item of business is the consideration of the financial reports of the company and its controlled entities and reports of the directors and the auditor for the financial year 2023. While there's no resolution on this item, it is an opportunity for shareholders to ask questions on the accounts. We have our auditor down here, Ryan Fisk, from Ernst & Young, and Vida, of course, to present to answer any questions that we have on the conduct of the audit, preparation and conduct of the content of the auditor's report, the accounting policies, and the auditor's independence. So welcome, Ryan. So if there are any shareholders who ask, would like to ask a question on the accounts?... No?
All right, so we'll move on to the next item. The next, second item is the adoption of the 2023 Remuneration Report. As I've said, fiscal year 2023 was a demanding period for healthcare globally, with the whole industry experiencing ongoing workforce shortages and inflationary pressures. While there was a gradual, albeit inconsistent, recovery in the business environment, Ramsay did not meet its financial expectations in 2023. The board has worked tirelessly to align the remuneration framework and outcomes with performance and shareholder outcomes. Reflecting the group's overall disappointing performance in 2023, the short-term incentive vested at 30% of maximum for the MD and 31.25% for the group CFO, and the fiscal year 2021 long-term incentive did not vest in fiscal year 2023.
In addition, no increases were made to fixed remuneration for the executive KMP for fiscal year 2023, and there are no planned changes for 2024. So if anybody would like to ask a question on the Remuneration Report, could you come forward? No questions. All right. Henrietta, shareholders, can we ask, do we have any written questions in advance?
Yeah. So we have, we have one question that we've received in relation to Remuneration Report. Maurice and Cheryl Atkinson have asked: "Why do the board of directors need performance rights? The director or committee is elected to do the best for the company. If they need more, then they should not be there. Greed.
Sure. I think it might be helpful to clarify on that one, that non-executive directors don't receive performance rights or any form of-
Mm-hmm
... performance-based pay, and that's important in terms of maintaining objectivity and independence of board members. What we do have is encouragement and a policy for directors to hold one times their fees in company shares, but that is, they pay for those themselves. Those aren't granted.
Okay, thank you. So there no more questions? If there are no more questions, please ensure you cast your vote on this item by marking the green card. The proxy results are shown on the screen, and they seem to be in favor of the motion, so thank you. The third item is the election of directors. As I'm the first director to be considered for re-election, I'll step down from the chair and hand over to the Lead Independent Director, David Thodey.
Thanks, Michael. Item three is to consider the re-election of Michael Siddle as a NED of the company. Now, many of you already know Michael, and I think we've already been through a little bit of his incredible history at this company: 9 years as chairman, 17 years as well, deputy chairman, and 55 years in the company, so an incredible contribution. As Michael mentioned in his address, following this AGM, he will be stepping down as chair of Ramsay, and so very big shoes to fill. So I just want to take a moment to say, on behalf of the board and all the employees right across Ramsay, to really express our thanks, Michael, for your incredible contribution. I know Craig said it as well.
I want to be very clear, the board asked Michael to stay on the board because we felt his skills in, you know, managing hospitals, and he has a long history, knows the network very well, and we're really grateful that his knowledge and his industry experience will, you know, stay on the board. So, on behalf of the board, we very strongly recommend to vote in favor of Michael's re-election. We're not gonna ask Michael to say any words because I think he's well known to you all, but we're really happy to take any questions at all, and I'm sure Michael would be more than willing to answer any as well. So are there any questions at all from shareholders about Michael's re-election?
Well, looking around the room, looks like there's no questions, so please make sure you cast your vote on this important item and use the green voting card. And the proxy should be up on the screen now, which are very supportive of Michael. So thank you very much.
Mm.
Back to you, Michael.
Thank you, David, and thank you for your support. I tried to get out, but they wouldn't let me. No, that's not true. The second director to be considered for re-election is Karen Penrose. Karen was elected as a director in November 2020. On behalf of the board, I strongly recommend a vote in favor of Karen's re-election. She's a very, very strong audit chair, sometimes too strong for me. But she certainly acts in the shareholders' interests at all times. Karen?
Thank you, Chairman. Good morning, everybody, and thank you for the opportunity to talk with you today.... In preparing for this AGM, I reflected that over my 40 years of my working career, 30 years in executive banking and as a listed company chief financial officer, and then the last 10 years as a full-time non-executive director, there are recurring themes that underpin my skills, my approach, and my curiousness to continue to learn and contribute. Those themes are four: the importance of robust financial and risk management frameworks and controls; customer centricity, or in other words, putting customer outcomes first, and in Ramsay's case, that's our patients, their families, and our people, and the Ramsay Way, people caring for people; strategic decision-making in uncertain times; and the value of investment in technology, digital and data platforms to drive and support growth and improve efficiency.
When I first addressed you as Ramsay shareholders in November 2020, it was on the back of an unprecedented, challenging period caused by the COVID-19 pandemic. I was confident then that my experience would be valuable to Ramsay to navigate those uncertain times. As we fast forward to today, the themes and the underlying skills and approach that have driven my career to date are equally, if not more relevant, to help continue to develop on Ramsay's long-term strategy to drive and support growth, improve efficiency, and stay true to our purpose of people caring for people. In addition to being on the Ramsay board, I also serve as a director of two other boards in the healthcare sector. Estia Health is in aged care, and Cochlear delivers world-class medical devices to help thousands of people each year to hear.
I believe that these roles with Ramsay, Estia, and Cochlear give me a broader perspective of the healthcare industry, both in Australia and globally, and I see these as adding to my ability to contribute to your board, particularly as Ramsay responds to the significant changes in the operational environment. As Michael said, I'm Ramsay Health Care's Audit Committee Chair, which is a role that I particularly enjoy and I'm passionate about. Given my executive experience, I really do love numbers, and because that role in the committee provides a window for me to engage with a range of Ramsay executives who oversee the financial health of your company. In addition, I'm a member of Ramsay's Global Risk Committee and a member of the Ramsay Santé Board and Audit Committee.
I mentioned earlier that I work full-time as a non-executive director, and often we are asked about director workloads, and I wanted to take this opportunity to assure you that I have accepted other roles on boards very carefully and in consultation with our chair. I take my duties at Ramsay very seriously, and I make sure that I have enough time, especially as an audit chair, to execute this effectively. However, I also believe that in serving on other boards and as chair of their respective audit committees, this also means that I see audit and audit-related issues from different perspectives, which adds to my effectiveness as your audit chair.
I believe that my skills and extensive experience in financial services and management, as well as a passion for utilizing technology to drive improvements in efficiency, will continue to be valuable to Ramsay as we undertake business transformation and work towards Ramsay 2030. I really appreciate your support for my re-election, and I acknowledge the responsibility that goes with that to continue to work diligently with your board for the benefit of all Ramsay Health Care shareholders. Thank you.
Thank you, Karen. To your point, Peter, Karen has a fair bit of healthcare experience, being in aged care and with Cochlear. So, while not direct hospital experience, there's plenty of healthcare experience there. So are there any questions from shareholders in the room regarding Karen's reappointment? No. So could you please cast your vote by marking your green voting cards? The proxy results are shown on the screen, and it looks fairly evident that Karen has been reelected. Item four is the proposed grant of performance rights to Craig McNally. Are there any questions in the room in relation to Craig's performance rights? No. So please ensure you cast your vote on this item by marking your green voting cards. And again, the proxy results are shown on the screen.
And again, it's fairly obvious that there's a vast majority are in favor. So that concludes our discussion on the items of business. Please ensure that you've marked and signed your voting cards on items 2-4. Place it in one of the polling boxes that are located at the back of the room somewhere. The poll will close 10 minutes after the end of the meeting. If you have any questions in relation to voting, please see a member of the boardroom staff. So this brings us to the end of our 2023 AGM. Thank you for your participation today. You're very welcome to join us outside for a cup of tea, and for the last time, I'll declare the meeting closed. Thank you.