Good morning, everybody. Firstly, sorry about the delay, but I was saying to Robert, it's a bit like a football match. You've got to wait till the umpire bounces the ball to start the game, and it's 10:00 A.M., and we are in a virtual board meeting, so there'll be people online. On behalf of the Steadfast Group Board, I'm pleased to welcome you to the Steadfast Group 2024 Hybrid Annual General Meeting. As we are in Sydney, I would like to acknowledge the Gadigal people of the Eora Nation and pay my respects to their elders, past and present. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I will advise you accordingly. As a quorum is present, I declare the meeting open.
Next to me is Managing Director and CEO Robert Kelly. I am. All of your executive directors are present today: Vicki Allen, Andrew Bloore, no, I should have said non-executive directors, Vicki Allen, Andrew Bloore, Joan Cleary, Gai McGrath, and Greg Rynenberg are sitting in the front there. Company Secretary , Duncan Ramsay is also here. Also attending the meeting is David Kells, Relationship Partner of KPMG, our auditor for the FY 2024 year. David is available to answer any questions you may have about the conduct of the audit, of Steadfast's financial statements, and the auditor's opinion. Also, we have here the Senior Executive of Steadfast sitting in the front row, so after the meeting, if you have any questions, please don't hesitate to talk to these people over here who I must admit do an absolutely amazing job for Steadfast and its shareholders. The meeting will proceed as follows.
I will provide an opening address and will then ask Robert Kelly to speak about the company's performance, strategy, and outlook. I will then deal with the items of business in the order in which they appear in the AGM notice of meeting. Shareholders will be given the opportunity to ask questions in relation to items of business being considered at this meeting. On behalf of my fellow board directors, I'm pleased to report another record underlying net profit after tax for the year ended 30 June 2024, making it the 11th consecutive increase since listing in 2013. The Group has continued its track record of strong performance since listing in 2013, and as a result, shareholders have experienced consistent growth in fully franked dividends and an increase in the share price from AUD 1.15 to AUD 5.50 at the close of business last night.
The market capitalization of Steadfast is now approximately AUD 6 billion, compared to AUD 535 million immediately after listing. In summary, for the year ended 30 of June 2024, the Group delivered a 21.8% increase in underlying net profit after tax to AUD 252.2 million, and underlying earnings per share increased by 16.2% to 23.4 cents per share. Statutory net profit, which includes non-trading items, was AUD 228 million, compared with AUD 189.2 million for FY 2023. Details of the non-trading items are included in the Director's Report on page 46 of our 2024 Annual Report. The Board paid, on 24 September 2024, a fully franked final dividend of AUD 10.35 per share. Total dividends for FY 2024 were AUD 17.17 per share, fully franked, up 14% on FY 2023 in dividend, and representing a payout ratio of 75% of underlying net profit after tax. The Group continues to adopt a conservative approach to capital management to support its growth by acquisition.
At 30 June 2024, the Group gearing ratio was 20.2%, which excludes premium funding. The gearing ratio of 20.2% is well within the Board-mandated Group maximum gearing ratio of 30%. We consider a low level of gearing is sensible, given inflation and current uncertainties around the world. During FY 2024, Steadfast continued its disciplined approach to acquiring brokers and underwriting agency businesses, completing 48 earnings accretive investments for a total outlay of AUD 457.8 million, including the acquisition of ISU Group, a network of independent agencies in the United States of America, and the underwriting agency Sure Insurance. We are on track to complete AUD 300 million of acquisitions in Australia and internationally in FY 2025, all funded by debt and free cash flow.
We are mindful of the potential impact on Steadfast's strategy if the Treasury Laws Amendment Mergers and Acquisitions Bill 2024, M&A Bill, which the Federal Government has recently introduced into Parliament, is legislated. We will continue to work constructively with the ACCC on future acquisitions in Australia. Steadfast Group is committed to strong and effective corporate governance that is underpinned by our ethical and responsible culture. I'm proud to say that despite misleading recent media reports, Steadfast has demonstrated a record of leadership in the Australian financial services governance and better outcomes for customers. Recent examples include: Steadfast was supportive of the 2019 Hayne Royal Commission recommendations to improve client outcomes and using fairness as a guiding principle.
These recommendations align with Steadfast's ethos, offering, and processes, including Steadfast's market-leading policy, wordings, triage, and the Steadfast Client Trading Platform that supports strong client outcomes with non-volume-based remuneration and fixed commissions for all products. In anticipation of the Hayne Royal Commission outcome for insurance brokers in 2020, Steadfast relinquished volume-based incentives paid by our insurance partners. In 2021, Steadfast acquired Goldseal to further strengthen Steadfast's capabilities in compliance, training, customer experience, and HR management with our Compliance and Customer Experience Division. Steadfast's Code of Conduct was strengthened in 2021 and focuses on reasonable customer expectation in terms of transparency, delivery of product, and appropriate advice. In late 2021, Steadfast began a review of strata insurance practices in Australia, which was a rapidly growing class of insurance business as a result of rising popularity and development of multi-owned properties across the country.
The rise in the need for strata insurance has increased competition for business, especially among insurance brokers, insurers through their appointed underwriting agencies, and strata managers. Steadfast has identified a number of concerns. Strata managers commonly receive rebates from brokers or broker commissions, and simultaneously, brokers often charge fees to owners' corporations. Both of these practices can be confusing and controversial. There was a need for improved transparency of remuneration between the brokers and strata managers and the owners' corporation committees. Affordability and availability of strata insurance were problematic for some segments of the strata insurance industry. By early 2022, being conscious of these concerns, Steadfast engaged John Trowbridge, the well-respected actuary and consultant, to undertake an independent review of strata insurance practices.
Following the release of the Trowbridge's fifth and final review report in June 2023, Steadfast immediately began an internal review in accordance with Trowbridge's recommendations and commenced implementing many of the recommendations. With full support from Steadfast, the Trowbridge reports were made available to federal, state, and territory governments, and to regulators. The New South Wales Minister for Better Regulation and Fair Trading has already acted on issues raised by the Trowbridge reports, and after undertaking a review, including industry consultation, arranged the Strata Managing Agents Legislation Amendment Act 2024 to improve disclosures to owners' corporations. Steadfast fully supported this process and the legislation. From an industry point of view, Steadfast continues to contribute to and adhere to corporate governance principles as set out by the ASX Corporate Governance Council. Details of our governance and risk management frameworks are available on our investor website.
In response to the media reporting on 9th of September 2024, Steadfast Group issued a statement to the ASX on 9th of September 2024, and our Managing Director and CEO, Robert Kelly, and General Counsel, Chris Sargent, also attended a Senate Select Committee hearing on the impact of climate risk on insurance premiums and availability, and that occurred on 9th of October 2024. Both of these matters, both the 9th of September release and Robert's attendance at the hearing, both included responses to the misleading nature of many of the allegations, material allegations. Following the release on 9th of September 2024, the Steadfast Board requested a detailed internal review of existing customer protocols in Steadfast subsidiary businesses with significant strata insurance portfolios. The ongoing review was led by Senior Group Executives, who are relatively new to Steadfast and therefore bring a fresh perspective, and the team also includes an external consultant.
The objectives of the review include: confirm or establish appropriate disclosure of related entities per transaction. Confirm appropriateness of existing client partnership models. Analysis of risk and compliance culture, including executive engagement. Appropriateness of internal processes and procedures to ensure consistent compliance with policies and procedures. Review of preferred supply panels for potential conflicts of interest. Review of Steadfast network membership agreement to assess if any conditions require upgrading. Today, we have not found any evidence of channeling of incentives between Steadfast-related entities. We have not found evidence of deliberate actions or inactions relating to non-compliance with regulatory or legislative obligations.
Actions underway include updating Steadfast minimum standards taking into account the context of the independent review of strata insurance practices and associated recommendations in the Strata Community Association Best Practice Strata Insurance Disclosure Guide, simplifying fee and commission disclosures to meet reasonable community and customer expectations, developing a comprehensive group conflicts of interest policy and framework separate from the Group Code of Conduct review and subsidiary CEO delegated authority, expanding of Steadfast's internal audit and governance functions, and due to the perceived conflict of Steadfast Group's 2.1% shareholding in Johns Lyng Group, which is not a major shareholding, and Robert Kelly's JLG, Johns Lyng Board position, Steadfast divested his 2.1% shareholding in JLG, and Robert did not offer himself for re-election to the JLG Board.
This year, the Board undertook independent benchmarking of Senior Executives' remuneration against our peer group, which has changed as Steadfast moved from the ASX 200 Index to the ASX 100 Index. The independent report noted some of our Senior Executives' packages needed to be adjusted as they did not meet our remuneration policy objectives. In particular, the fixed remuneration of the CEO and Managing Director, which was well below the Group policy of keeping its Senior Executive at close to 75th percentile. Our remuneration policy takes into account individual performance, market conditions, retention of our quality team, global competition for key staff, and encouragement to continue to outperform without increasing the risk profile of the Group. Our short and long-term incentives are aligned to the growth in shareholder value, and hurdle metrics are reviewed and determined annually.
The Board is very conscious of the need for an orderly transition of the Managing Director and CEO and of me, your Chair. Steadfast has, in the past two years, made new appointments to both the Board of Directors and the Executive Management Team, which have created a wider pool of candidates for succession plan from within the Group. Pleasingly, Steadfast's success has enabled it to hire a number of young, high-caliber executives who bring additional skills to the Group. On 15th of November 2023, we welcomed Andrew Bloore to the Steadfast Group Board, and he is standing for election this year. Andrew, who is an experienced ASX Director, has 35 years working in the Australian Superannuation Administration, Insurance, and Technology sectors.
On behalf of the Board, I would like to thank our highly experienced and hardworking Managing Director, Robert Kelly, and the Steadfast Team for delivering another record result for our shareholders, as well as continuing to provide quality products and services to our network brokers and other stakeholders, its leadership for industry change to help ensure fair and better outcomes for customers and the proactive approach to the response to the recent media allegations. Our continuing growth would not have been possible without our Steadfast network brokers, Steadfast underwriting agencies, our complementary businesses, and the loyalty of our clients. In line with our succession planning, and after 11 years as non-executive director, the Board sadly announces that David Liddy AM, retired from the Steadfast Board on 31st of October 2024. That's yesterday. Unfortunately, and it was in line with our succession planning for renewal of the Board.
Unfortunately, David cannot be here with us in person today. However, on behalf of the Board and Management, I would like to extend my sincere appreciation to David for his significant contribution to the Board as Deputy Chair and as a Non-Executive Director, and to the success of the Steadfast Group since the ASX listing in 2013. His banking, finance, and listed company CEO experience has been invaluable. I extend my gratitude to my fellow Board Directors who continue to be focused on driving increased shareholder value, challenging and supporting the Steadfast Team, and continuous improvements in risk management and guidance. Finally, the Board and Management appreciates the enormous support it receives from its shareholders, particularly in providing additional capital to grow revenue and profits.
I will now hand over to Robert to provide his address, including an update on the unaudited FY 2025 Q1 net profit, the outlook for the full year, and details of the New South Wales legislation and M&A bill recently introduced into Federal Parliament. So thank you.
Thank you, Frank. And good morning, everybody, and thank you for coming. We're very tight up here. So if somebody disappears, please run around and get them back up. There's about that much space between us. And if it gets boring, maybe one of the directors could throw themselves down there, perhaps, and just get everybody lined up. You'll do that, will you? He's a Queenslander. They always want to make a show. Look, I'm pleased to report that FY 2024 continues our year-on-year record of accretive growth since we listed in 2013.
It's an easy statement to make, but it's not an easy benchmark to keep up with. In FY 2024, we delivered underlying revenue increases of 18.9% to AUD 1.7 billion, and our underlying earnings before interest, tax, and amortization increased by 22.7% to AUD 528.5 million. These are pretty wonderful numbers in a difficult market where everything's competitive and you've got to keep fighting to get what you can get, but basically, they're the consequence of our continued strategic execution of the proven business model that we developed back in 2012 before we took it to the market. The depth and strength of our executive team, our strong trading performance on our equity-owned businesses, and our accretive view on acquisitions. I just should pause on that. We try to make, we do, as part of our mantra, make sure that if we do an acquisition, it's EPS accretive on day one.
That's not always easy to do in a market. So the increasing cost of insurance has helped us, and our focus on organic growth within the businesses has been outstanding over the last couple of years. Our strong track record clearly demonstrates the success of our business model we developed back in 2012 as overlay. In FY 2024, Steadfast, the Australasian network brokers' gross written premium hit AUD 13 billion. That's an incredible position to be in. It's a 12% increase, and it puts us into a world stage. We were recently voted the 17th largest insurance distribution network in the world. If you had taken me back to 1996 when we started again, started this business, we were struggling to survive. For an Australian company to bring together people and to actually get onto a world stage, I think it's absolutely one.
So once again, this growth was driven by increased sales volumes over the year and the premium rate increases, which our strategic partners continue to drive to get acceptable returns for the capital they deploy. Both organic and strong acquisition growth resulted in the excellent EBITDA growth of 19.6% from the equity brokers, reflecting a continuation of reliable performance and, in fact, outstanding performance. We've now got 418 brokerages in the network in Australasia, 318 in Australia, pleasingly 69 in New Zealand, and 31 in Singapore. We all, as a group, Steadfast has equity holding in 68 of the 418 brokerages in the Australian network. Steadfast equity brokers contribute approximately 50% of our sales. So when you look at that AUD 13 billion, then the equity brokers do roughly 50% of that.
Our strategy of expanding our business outside Australia, which we started a few years ago, is gaining momentum, albeit in a very careful and considered approach. We commenced our international expansion in 2017 with the acquisition of Unison, now Unison Steadfast Network, which is just under 300, 294 brokerages across 110 countries. We own 60% of Unison Steadfast, and it gives us a complete footprint around the world. In October 2023, after many years of analyzing the North American market, particularly with my position on the ACORD Board out of New York, we acquired 100% of ISU Group, a network of independent insurance agencies across America established in 1979. And as of June, it had 228 members located across 40 states, generating $7 billion of insurance sales. Pleasingly, ISU Steadfast exceeded the budgeted figure that we bought the business off in FY 2024. So profit's gone up in time.
That's always handy if you do an acquisition, and it exceeds the profit line, keeps our auditors very happy down the bottom there. If you want to know where they are, they're the ones that look like accountants sitting up the front here and look very, very stiff. They're not that stiff, but they are a bit. In August this year, we launched the ISU Steadfast brand. That was a rebranding at the behest of actually the people who were part of ISU. They said, "Hey, you've got a great reputation internationally. We want to attach it to us." So Steadfast's international division is now ably led by Samantha Hollman, sitting down next to our COO there, Nigel Fitzgerald, and she continues to focus on the development of the network capability.
I should just remind you that we actually set about putting up an international team together long before we actually made the acquisition, and they worked tirelessly when we were sorting out which acquisitions we could do. The potential for some of the small acquisitions that we may be able to do in North America is quite outstanding, and we will look carefully in that market. ISU Steadfast is in a unique position in the agency networks in the U.S. Owned by private equity, most of them have a different model than what we do, and in the short term, they're trying to get a gain. Our game's a long game, and so we want sustained growth working with business partners in the model that's been successful in Australia, so since acquiring Steadfast ISU, we've seen a number of members increase.
There were some sales in the first 12 months of people that had committed to sell. And so when you take the net, we gained 13 new members in the first 12 months of owning it. And that's pretty outstanding. We've got 220 members across the U.S. of A. Our expansion into the U.S. market presents us with the opportunity to deliver our strategy, our unique business model, and operate in a market 12 and a half times larger than Australia. We're also looking to expand our London office. What ISU's done for us is put pressure on our London office for inbound business into the U.K. market. So we're looking to expand in the wholesale side, not in a big way, but our London office. And we'll hopefully be able to announce something pretty soon on that.
Expanding the network over the past three years has paid good dividends for us. In FY 2024, AUD 1.4 billion of GWP was transmitted through our client trading platform, which is the auto rating system, which allows a contestable platform. And that was an increase of 20% over the FY 2023 year. Steadfast Technologies in our Australasian network is market-leading with solutions in a whole range of excellent outcomes for brokers and their clients. Brokers continue to be attracted to the efficacy that it creates, the ease of obtaining the best terms, a tailored policy wording, the wide market access to insurers, and of course, SCTP platform is in great demand by insurers and want to come into it.
In addition, we provide an extensive range of products which are market-leading, aimed to produce more certainty at the time of claim when the consumer wants to see whether the policy works or not. So to protect the consumer, each insurer pays the same commission rate to get access to the class of business in the platform. Steadfast continually improves the product offering on the client trading platform. This year, we added additional insurers for motor, private motor, home, landlords, residential, strata, and fleet. It's interesting on the residential Strata that there's a lot of new players coming into that, and they're savvy technically wise, and we can connect them in very quickly into the client trading platform. Currently, there's 219 brokers using our Insight back office system with over 7,100 users. I mean, by any test, that's an amazing position to have in an Australian and New Zealand position.
Insight migration programs continue with the Steadfast team supporting the migration of brokers to Insight. There are currently an additional 11 brokers that have committed to migrate and ongoing discussions with a further 15 in the network. That's our current book of people who want to get on. In turning to our Steadfast underwriting agencies, they continue to produce a strong result with sustained organic growth. They're generating AUD 2.3 billion in FY 2024 and with a profit uplift of 13.4% over the FY 2023 year. Outstanding. GWP growth from increased volumes and continued increases in premiums by insurers has led to underlying EBITDA growth of just under 19%, 18.9%. During the year, we continue to invest in anticipation of the changes in the regulatory environment for underwriting agencies from 1st of July in 2025, CPS 230. The insurers are operating on CPS 234 at the moment. They've got a slip into 230.
We've been gearing up to make sure we comply with that. We currently have 29 agencies offering over 100 niche products for the entire market. The next point I'm going to make is very important. 45% of our sales are done by our competitors. That's people competing against our own brokers and using our own Steadfast underwriting agencies to do business. Of the 29 agencies, the entire market is available to our competitors. There is no exclusive use of Steadfast underwriting agencies by the Steadfast Group. It's an option for people to do. Now, I'd like to just quickly address the media reports in which Steadfast's operating structure was misleadingly portrayed in a number of areas.
Without going into chapter and verse, the cutting and editing was not an accurate view of how we operate, nor for the three decades in the Australian insurance industry how we've driven what we want to achieve. Steadfast brokers always operate in a transparent way to get the best terms and conditions for their clients. Just on that point, there is a miscalculated view by some people that the cheapest policy is the best policy for the client. This is my 54th year of this industry, and I have told you this from a practicing broker as I was. Okay, the cheapest policy is not always the best solution for the consumer. However, there's always something to be gained in any journey you take in your business life, and this crossroad of the media events allowed us to reflect and review and opened up opportunities for clarification for us.
I'm grateful for the Chair of the ACCC and entering into meaningful interactions between Steadfast and the ACCC. This will allow the facts of how we operate to be transparent with the ACCC. Further, I guess it made me realize that the insurance industry has been slow in educating the consumer, in educating the public regulators and the government instrumentalities on how and what insurance brokers do and how they work to get a fair outcome for their clients on advice, not on price.
As a result of media attention, I was requested to, as Frank said a minute ago, to attend the select committee hearing on climate risk and insurance premiums and the availability in Parliament House on the 9th of October, covering the topics of pricing of the climate change events on insurance and its inflationary effect on base product pricing, as well as clarification of a number of matters that were raised in the recent media reports. I'm actually thankful for the questions raised by the senators and our ability to put forward the exact process of pricing so that words like gouging would not be necessary in describing the need for base price increases. I must say that the questions that they put to me were intelligent. They were detailed, and I felt that they were interested in the answer, and I thought it was a very good interaction.
So looking at now what we did with the Trowbridge report, Steadfast continues to support a competitive and transparent, fair marketplace. Steadfast decided in 2021, 2022 to appoint John Trowbridge to do an independent review of Strata Insurance, in particular the transparency between brokers, managers, and owners' corporations on the remuneration flow. His fifth and final report was delivered in June 2023 last year. And I'm often asked what Steadfast did about the implications contained within the report of some opaque structures that we had in Strata assets we own. And so for the record, I can confirm we increased clarity on who gets what in the remuneration process and any perceived conflict of interest that may exist in Steadfast companies doing business with other Steadfast companies. The Senate hearing also gave me the opportunity to publicly display the following facts about Strata Insurance in the Australian market.
You may reflect on comments that are made about us that we dictate, we monopolize, we force prices up. Well, the Australian strata count of the number of registered insurance schemes in Australia. These are the strata clients. These are the strata. It says that 69.5% of all strata plans in Australia are insured by non-Steadfast underwriting agencies. 86% of intermediated strata business in Australia, that's the business that strata buy through insurance brokers, is placed by non-Steadfast equity brokers. These statistics clearly show Steadfast's position in strata insurance in Australia. As can be seen, this is a highly competitive market. All of our brokers, all of our underwriting agencies compete for business, often against one another. There are no rules in this organization. If somebody can take business from another Steadfast broker that's a Steadfast broker or an underwriting agency, do it. Competition is the DNA of business.
In New South Wales, brokers are required by law to obtain a minimum of three quotes. Pricing and policy items are determined by insurers, remember. Even though we're an underwriting agency, the insurers dictate the price and the product line. In FY 2024, Strata accounted for 9% of Steadfast's gross written premium, our sales, of which the split was pretty simple. Steadfast equity brokers did 6% of the 9%. They should do a fair amount because they specialize in it, some of them. And the non-equity brokers did 3% of the Steadfast network's GWP. Further, we conducted a detailed analysis of Steadfast equity brokers' GWP compared against the APRA insurance data. In other words, what APRA reports on by various classes: house, car, sort of fire, liability, professional indemnity.
In our pack, in slide 18, it indicates that all general insurance lines Steadfast equity brokers place do not exceed more than 10% of the GWP that APRA reports that the Australian market puts through. Looking at regulatory positions, the two main potential regulatory impacts for Steadfast are first, the New South, as Frank alluded, the New South Wales Strata Managing Agents Legislation Amendment Act 2024. We were invited to have input on that, and I'm very pleased to say that some of our input was adopted. This clarifies when the Strata Managing Agent must inform the owners' corporation committee of any remuneration they receive for any services they arrange on behalf of the strata plan. One would hope that legislation such as this, which keeps consumers informed, will probably move perhaps around other states and territories, basically because of its efficiency and its transparency.
Now, the federal government's Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024. If this bill, if the bill is passed, it will align Australia with other international jurisdictions. People are running around going, "The sky's falling." It's not. This is the way everybody operates around the world. You have to go to operating structures like the ACCC and tell them about your mergers, your acquisitions. This actually puts us in line with international law around the world. So for mergers and acquisitions, making it transparent and to transparent to advise of various levels of acquisition. We continue to work with the ACCC on the impact of this legislation. Okay. So I think this is growing Australia up. I think the Treasurer looked around the world and said, "Where are gaps?" and this is one that puts us on the same level as everybody.
I'm pleased to say that, and getting towards the end of this, I suppose you're sick of listening to me talk, so I promise I'll wrap it up pretty quick. First quarter of FY 2025 was strong and in line with our budget. Our first FY 2025 unaudited underlying revenue is 14% up from the first quarter of 2024. First quarter FY 2025 unaudited underlying EBITDA is up 18% from the first quarter of 2024. First quarter unaudited underlying NPAT is up 23.3%, again, comparing to PCP 2024. Our vision is to grow shareholder value by running and owning market-leading networks, underwriting agencies, groups in our chosen geographies. Steadfast Group is well positioned, continued to execute its disciplined strategy of producing reliable organic acquisitions growth in Australia and now moving more into the international markets.
This together with the benefit of acquisitions made in FY 2024 and other initiatives enables Steadfast to reaffirm the FY 2025 guidance of underlying EBITDA of between AUD 590 million and AUD 600 million, underlying NPAT of between AUD 290 million and AUD 300 million, and underlying NPATA of between AUD 340 million and AUD 350 million. Our underlying diluted earnings per share NPAT growth in our guidance is between 12% to 16%. There's a few key assumptions underpinning this guidance, and they've been detailed in our annual report at page 50 to 51. Again, to wrap it up, I'd like to thank so much our employees, our board of directors, our network brokers, the underwriting agencies, our complementary business, very importantly, our clients, our strategic partners for the contribution to the FY 2024 result. And then lastly, thank you to all our shareholders for your ongoing support. It's well appreciated.
We look forward to continuing with you as our stakeholders to maintain our strong track record. So thank you very much, everybody, and thanks for putting up with me for a little while.
Thank you, Robert. We will now proceed with the formal business of the meeting. I propose to take the notice of Annual General Meeting as read. Also, I will dispense with the formality of moving or seconding resolutions as all matters are properly before the meeting. Voting on the resolutions will be conducted by way of poll. Please note that only shareholders, proxy holders, or shareholder company representatives may vote. I declare the polls open. Lumi Holdings Limited and Link Market Services are the returning officers for the meeting. Shareholders attending the meeting online will be able to cast their vote by simply selecting one of the voting options. Your vote is automatically recorded.
There is no need to press or submit or enter button, submit or enter, push the enter button. You can change your vote up until the time I declare voting closed. If you have any difficulties, please refer to the guide available in the AGM tab in the online Steadfast Investor Center. There is also an AGM helpline provided. Once voting opens, shareholders attending the meeting in person will be presented with the list of today's resolutions and the voting keypad. Use the trackball to highlight the resolution you wish to vote on and press the green square to confirm. The resolution text will appear. Bring up the voting options by pressing the green buttons. Obviously, this doesn't apply to people in this room. Press one for vote. Press one to vote for the item, two for against, and three for abstain.
To move on the next item, press the green square, or to return to the full list of items, press the red triangle. Questions can be asked using a microphone in the room or through the online platform. If you are a shareholder in the room and wish to ask a question, there are two members of staff holding roaming microphones. Please put up your hand at the appropriate time if you wish to ask a question about a particular resolution. If you are participating online through the virtual meeting website and wish to ask a question, you can either type your question or ask it through audio. To type a question through the website, tap on the messaging icon, type your question, and press the send button.
To ask your question through the website audio, click the request to speak button in the top right-hand corner of the broadcast window. I'm glad I'm here. I'm not doing this. Once the auto question interface is displayed, confirm your details, click submit request, and follow the instructions on screen to connect. You will hear the meeting while you wait to ask your question. Following the voting, general business questions will be taken. Shareholders' questions received prior to the meeting will be addressed after the formal business of the meeting. Each resolution set out in the notice of the meeting is an ordinary resolution and as such must be approved by a simple majority of votes cast by shareholders entitled to vote and voting on the resolution. Shareholders should note the voting exclusion set out in the AGM notice of the meeting.
Please note that I intend to vote in favor of each resolution for those proxies that are open for the chair's discretion. The first item on the agenda is to consider and receive the financial report for the company and its controlled entities. The director's report and the auditor's report for the financial year ended 30th of June 2024 are set out in the company's 2024 annual report. These documents have been made available to shareholders. There is no vote on this item of business. Duncan, are there any questions online?
Yes, Chair. There are 86 shareholders online at last count. We have questions from one shareholder and multiple questions from another shareholder. So what I suggest we do, Chair, is I'll deal with the single shareholder question first, and then we'll get on to the multiple questions from the other shareholder.
So the first question, Chair, is in your recent announcement, you indicated that you provided information to the ABC on 29 August 2024. Why did the pause in trading wait until 9 September? The pause in trading on 29 August could then have occurred before the story was aired by the ABC, therefore have less effect on the stock price, which at this point still is nowhere near recovered from the 635 price pre the pause in trading.
I think everyone knows that the media reported on the morning of 9 September some of the allegations. The board immediately met that afternoon and decided to issue a release to the market. Should have had it in front of me, but I'll pick it up in a minute.
We released that to the market and updated a number of the points raised in the allegations that were actually aired that night. The communication on the 29th of August was to the media company concerned, and it was a response to some questions from the reporter and clarification of the matter. So at that point in time, the board and the management were not aware of the allegations. They only became aware of the allegations after the media report on the Monday morning and the program being aired on Monday eve ning.
Chair, the next questions from a shareholder are in, say, six or so different topic areas with multiple sub-questions in each area. So I'm not sure how you want to deal with this aspect. We could do it one by one, or I could try and fairly summarize the gist.
I think we sh ould answer them one by one, Duncan.
So we'll do it one by one, Chair. So first question is, why did our CEO, Robert Kelly, suddenly resign from the board of Johns Lyng on September 27 after seven years of service without any explanation?
The fact is that Robert decided that he wanted to spend more time on Steadfast and particularly on our expansions of our international operations. He made his contribution to JLG and decided to not offer himself for re-election.
I was actually up for re-election. I would have had to commit for three years at that stage, and we had a lot of work to do in our overseas acquisitions. And it was a decision at that time that it was the appropriate time to say, "Well, I've put in seven and a half years." And I think that was a fairly big effort from mine because it was a developing company and an expansion company. And I think it needs directors on it that can afford to give full time to what they're doing. And my full time has to come to Steadfast.
There was a question on the 2.1% too, wasn't there, Duncan?
Yes, that's right, Chair. Maybe I'll just keep going down the order.
We can't hear you.
Maybe I'll keep going down.
Can we turn it up?
So the following question.
We can't hear him.
Chair, the following question is, was it because of conflicts of interest with Johns Lyng being the largest player in Australia's strata management industry through its, it says Bright & Duggan, I think it means Bright & Duggan division?
I think that's getting into detail. I'll leave Robert to answer.
Well, I mean, they're not the largest player. I mean, I've just got off the board. I can tell you they're not the largest player. Okay. There's two other players in the industry. The inference that there was a conflict of interest, I never saw that. But if you look at the fact that I was up for re-election, we had a lot of work to do internationally. My efforts should go into this company.
And the fact that there was innuendo that went around about it, I think it was an appropriate time to actually get off the board without creating any havoc. We had a really good woman coming into the board who was clever and smart. And I thought it was an appropriate time. And then to have somebody say on public television that we have a major shareholder in a company we own 2.1% was a ridiculous statement. And I thought we've supported that company. We've made a lot of money out of the initial AUD 5 million investment we made on it. It was time to bring the capital in and deploy it in our company and in our ever-expanding opportunities overseas. So I can only answer it that way.
All right, Duncan.
The follow-on question, was Mr. Kelly and Steadfast influential in persuading Johns Lyng to move into that business in 2019? Are we talking about the Bright & Duggan strata management industry?
In a public company, I can assure you that if you're a non-executive director, you have very little to do with the actual operations of the company. That's given to an incredibly powerful executive team who go and seek opportunities and bring them through to you. The impact of me being on the board had nothing to do with Johns Lyng getting into the strata management area.
The follow-on question is, which Mr. Kelly has partially answered, but I'll ask it in full. What is the history of our investment in five million shares in Johns Lyng? And given it was only a 2% stake in the business, how did it give us an entitlement to a board seat?
I think we bought the investment in Johns Lyng before I was asked to join the board. My joining the board was as a result of my experience in the insurance industry, and I guess they asked me to come in after we had bought the shares. There was no deal done that if you buy the shares, you'll get a board seat. I reflected on that. I reflected on that with Frank. Frank said to me, "If you've got some capacity and you want to do it, do it. It'll give you experience in a smaller ASX company," and so I accepted the board seat. I think I was an active director on that, and I think some of the information I have about the general insurance industry probably in some ways, little ways, helped Johns Lyng.
And then again, I reiterate, I saw very little for us having such a minority shareholding, having quadrupled our money and keeping it in Johns Lyng when we've got great aspirations in other parts of the world that we can deploy that money in. To me, it seemed logical to bring that to the board. And I got support of the board to do that.
The follow-on Johns Lyng's question is, whose idea was it for Robert Kelly to quit the Johns Lyng board? And is it correct he was facing an uphill battle to get re-elected at the Johns Lyng AGM on November 13 when his latest three-year term was due to expire?
I can answer that. Robert offered to, did not want to go for re-election. A decision was well made before the notice of the meeting was prepared by JLG. So it wasn't a decision that JLG made. It was a decision that Robert Kelly made.
I made it well before circumstances had changed. My wife might have had a bit to do with it as well, who said, "What are you doing?"
The last Johns Lyng-related question is, please fully explain the relationship between Steadfast and Johns Lyng.
That's pretty simple to explain. There isn't any. There never has been. The only relationship was we were a passive investor in it, and I was on their board. There was nothing that transpired between them and us whatsoever.
I think it's just fair to say, and correct me if I'm wrong, Robert, that, for example, CHU has a panel of claims people they deal with, and JLG was on that panel. But their whole panel is reviewed by QBE, who is the underwriter. I don't know how much business they receive, but I think it's probably not as much as people would expect.
I know the figures, and that would be board confidential. I can tell you it is a percentage point different that they do of the Bright & Duggan work. In fact, I've often wondered why they do so little work in that area. In terms of the CHU asset that we own and them getting on the board, they had to go through on the panels, they had to go through a series of issues to get on there. They didn't get on straight away. They had to keep applying to get on. The diligence that CHU applies to allowing builders to come on to a panel is quite extreme. In fact, I think draconian in some ways, but they insist on doing it.
And the way we operate our businesses is that the executives that run those businesses make those decisions. I'm also sad to say that last year, I got a notation from CHU to say that Johns Lyng hadn't performed well in parts of New South Wales, and they were knocking them off the CHU panel in parts of New South Wales until they got their system back up and operating. I'm pretty sure that they've got it up and operating through the satisfaction of CHU, so they'll have to apply to try and get back on.
Chair, the next theme of questions is about board succession planning. There are two questions. First question, the tag team of Chair Frank O'Halloran and CEO Robert Kelly has been in place at the top of this company for the past 11 years since the 2013 float. How old are they both? What is the plan in terms of who will retire first?
So I think probably I should answer it as Robert is younger than me. To answer the question, I'm 78 years of age and still young, hopefully. And Robert is 76.
77 now, Frank. I've topped that.
Are you catching up to me?
Yeah, I've topped that. That's not hidden, by the way, to the person who asked the question. It's documented everywhere we are, including in the annual reports.
So just read out the questions and make sure we've answered it properly, Duncan.
How old are they both?
Yeah, we've done that.
And what is the plan in terms of who will retire first?
It's a good question.
Good question.
It really is up to the full board to make a decision. I will not make a decision in isolation of the board. And in respect of Robert's position, it's up to the full board to decide on who his replacement will be. And I will not make a decision without consultation with the board.
It's like if you're playing in a football team, okay? You've got the coach and you've got the support team behind you. And then they look at how you perform all the time. So in a public situation when you're appointed by the board as the CEO, you have a group of coaches behind you that look at everything you do and are very strong-willed and know what they do.
So I would suggest to you that at any time they think that it's time for me to go, they'll be very fair and very easy to tap me on the shoulder and say, "Please put your Zimmer frame over to the side there and come and have a talk to us if you can."
So, Duncan, just to add to that, the reason why we've got a number of new hires in terms of senior executive positions and already have a number of high-quality people in our organization is that I recognize, Robert recognizes that over time, you need to keep on building the team. You need to bring in new people to a team to be successful. You just can't continue to be a team that relies on the existing team.
You can just have a look at a huge number of analogies in the sporting world where the team hangs on to their key players for too long, and all they do is start gradually falling down the ladder. So we're very, very conscious of the need to Robert and I will need to go at some point in time. But I cannot answer the question about who goes first. That's really up to the board.
Chair, the next question is about you in particular. Is Frank O'Halloran planning to stay in for another three-year term at the 2025 AGM? And what is he doing to manage CEO succession? As I've found, Robert Kelly will surely have to retire at some point.
I committed to the shareholders two years ago now that the question was asked, "Would you be staying the full three-year period?" And I said yes. And the answer, if I can, will I continue, is again up to the board, and it's up to you, the shareholders, because if I did decide to stand again next year, then the shareholders have an opportunity to say yes or no.
And I've publicly committed that I would not resign before the 31st of December 2025. I have a year notice that I have to give, which I would abide by. And as I've got a substantial investment in Steadfast Group Limited, I'm pretty sure that when I do go over the next whenever, that whoever comes in will be better than me because I want him to protect my investment.
All right, Duncan, any others?
Still plenty of questions, Chair. The next theme of questions is about one single question on Four Corners. Does the Chair agree that in hindsight, it was a mistake for the CEO to agree to an on-camera interview with Four Corners, which didn't go well for us?
I think I'll answer it indirectly. Robert Kelly is one of the few people we meet in an industry that is passionate as he is about customers. Robert has been focused on transparency and fairness with his customers ever since I've been on this board. Prior to that, in terms of me being the CEO of QBE, Robert quite rightly came to the board in 2021 and said to the board that I'm concerned that after the Hayne Royal Commission, that there's a need for more transparency in the strata market. He recommended that we appoint someone to carry out an independent review. We decided on John Trowbridge, who as everyone knows used to be the chief executive of APRA.
So Robert put his neck out and decided that it's time that we started to get more transparency and fairness for customers in the insurance industry, not just strata. Robert's been, as I probably explained earlier, Robert's been passionate about that for some time. He decided to do the interview because he wanted to make sure that his passion and his message got across to the public. Unfortunately, as we've said here, that there are a number of misleading accusations. There are a lot more information, for example, that we supplied on the 29th of August at their request that was not included in the program that you saw. So I think Robert can answer that question himself, but I think that Robert's passion for the industry and for getting fairness and transparency to customers is still there.
We realize that we would prefer not to have the Four Corners, but it certainly made regulators and others start to listen to Robert and his passion and to take action and to strengthen things.
I think the situation we were left with was with people where the ABC was asking questions about us by all around the market. So we asked, would they give us a set of questions? And they refused to give us a set of questions to ask. We opened ourselves up knowing that we could answer the questions clearly and succinctly when they were put to us, and realizing that they probably would play around with what they did. But it was dreadful how they put one of my answers to a different question to another person's question. It was disgraceful, in my view.
All right, next question, Duncan.
Chair, another question about Four Corners. There's basically on this laptop screen six lines of statements and then a question at the end. Read them out. The whole six lines?
Yep.
I watched the Four Corners program and was shocked by the 11% slump it caused in our share price from which it has yet to recover. One of the most puzzling aspects was the public position of our CEO, Robert Kelly, that he wanted more transparency and disclosure for the benefit of strata consumers. Yet we then participated in schemes such as Resolute Property Protect, Collective Insurance Brokers, and Coverforce Insurance Brokers, which were seemingly designed to share with strata management firms earnings on broker fees, which are not required to be disclosed, as opposed to formal broker commissions. Mr. Kelly himself said clearly in the program that the purpose of Resolute, for example, was to channel funds to strata managers and that it was wrong that this wasn't always disclosed to end consumers. Could the Chair please provide his perspective on why our words in favor of consumer transparency in this matter seemingly do not match our deeds? Chair?
I think I've pretty well covered the whole matter with the media report. And I think to go into detail on that question, I'm more than happy to talk to the shareholder after the meeting if necessary.
Chair, the next questions are probably more relevant to a particular resolution. We could deal with them now or on the particular resolution.
Yeah, let's deal with them on the particular resolutions.
Certainly.
And now we're back to the accounts. Are there any questions on the financial statements? Yes.
Hello, Mr. Chairman. Alan Golden. I'm a shareholder. Two questions and let's go a bit shorter, but on a couple of things they talked about. The fact that the share price fell from AUD 6.35 to AUD 5.32 on the next day that you resumed trading. It is now at AUD 5.50. Today, we've heard a lot of defense and a lot of change of what's been happening. Why haven't you been doing that publicly?
There doesn't seem to have been a lot of work in the public sphere that has gone and helped take our share price back up to what it was.
Yeah, we have just completed the initial review and it's ongoing, and we have had an independent person have a look at the interim or the current findings. We were not in a position until today to communicate in detail what we've been doing.
But you can be assured that immediately after the Trowbridge final report in June 2023, that we commenced a process through the team here reviewing each of those recommendations and implementing recommendations where we consider them appropriate. Some of those recommendations will take longer to implement, but we commenced the process immediately after the Trowbridge report was issued.
Great. So we'll start seeing some public comments that can hopefully go and take our share price back up.
I hope so. That's what we're looking to communicate to you today.
One of the things in the changes that you talked about, you said the simplified fee and commission disclosure. Are you talking about your equity-owned, your 68 equity-owned brokers, or are you talking about the 480 brokers who use your platform?
We were initially talking about our equity brokers and the team are working on minimum standards that they expect of the non-equity brokers. That will take time. But certainly, our focus is on the equity brokers because we control them. We do not control the non-equity brokers.
So for your equity brokers, will that be a policy that's been put into effect immediately? You said it'll take longer with the other non-equity ones. So we'll see if we're dealing with an equity broker, those new rules will be in effect immediately?
I think probably you or the team could answer that.
I might be able to explain it a little bit to you. If you look at when John's report came out back in June last year, he basically said that there were some opaque practices that people knew about the transmission of remuneration.
Under federal legislation, you give a product disclosure statement about the product in general advice. And then you give a clear and utter analysis in what you do of how you get commission. Okay? So that was contained within all the documentation. His argument was, I supported this argument. Hey, if you are going to share commission, maybe it should be up the front on the documentation flow. And if you just bear with me, that's what Minister Jihad Dib has just done in New South Wales. He said, "Hey, I want you, if you are going to do business with a strata that you, before you offer those services and you get remunerated from somebody else to do that, you go to the strata and you tell them, 'I am now going to, let's say, take insurance as an example.
I am now going to place your insurance with this insurance broker. He will get three quotes for you. We will get 20% commission, and he will get between 10%-20% fee for doing it," so that opaqueness was that it was contained in the legislative documentation flow that you had to do. And I was asked this a couple of times, did I think it passed the pub test? And I said, "I think it's gray on the pub test."
I know that's totally untrue. It's black.
There is no question. Having been on more than one strata committee, I can tell you that there's no way the strata managers used to tell us. It was only when we asked, when we had a breakdown from the broker that you could see what the fees were. So it's nice talking about legislation, documentation.
In the real world, there has not been transparency. The whole idea is, hopefully, we're now seeing transparency because of the legislation. And hopefully, you'll be taking that transparency even further with your equity brokers and then people who use your network.
We have a code of conduct, and it's incorporated into the code of conduct, which I'm happy to share. It's on our website. So we put that out. If you want to be part of our network, you have to abide by the code of conduct. And that takes that transparency into account and puts the onus on them to do that.
I think there's a couple of interesting points coming out of this. And maybe a misunderstanding that the brokers do not control the strata managers. The strata managers are owned independently of Steadfast.
And with the exception of one company, they are not owned by the brokers. The second thing is that if you look at the Trowbridge report, and I don't know whether it's publicly available.
The Trowbridge report, yes, it is the Trowbridge report.
Yeah. If you look at it, he is not isolating this matter to Steadfast. So it's industry-wide, has been industry-wide. And this is why this man stood up and took it on his own initiative with the help of the board and said, "We've got to do something about it." Now, hopefully, the strata managers will have their own code of conduct and minimum standards, and you'll get all the disclosure you need. I've been on strata meetings, and I always ask the question.
And there's only one of the strata managers that I've been involved with has decided to not fully disclose the fees in a proper manner. And they decided to adopt that approach because they were concerned about the same matter that Robert was concerned. But you know as well as I do, trying to get information out of the strata manager hasn't been easy. But let's hope that the steps that Robert took is going to solve this problem going forward. You had a second question. No, that's right. You did ask a second question. Yeah. Anyone else got some questions on? There's more. Is there more?
Chair, there's a general question about Mr. Kelly's LTI from last year. There was a 13.75% protest vote against Mr. Kelly's LTI grant at last year's AGM and a 14.5% protest in 2022.
Have we made any changes to the structure this year, including to take into account reputation issues after the Four Corners program?
I think we should wait until we see the vote on the LTI in a few moments, which you'll see a massive improvement in the vote for. So let's deal with that one. Remind me, Duncan, to pick up that one when we get there.
Chair, this year, we're seeking shareholder approval in relation to STI. This question is about LTI, long-term incentive. Shall I keep going?
Yep. Yep.
Also, could the CEO summarize his past LTI grants as to whether they have vested or lapsed?
Yeah. Can you answer that, Vicki? Vicki's the chairman of the board.
Vicki's the chairman, yeah.
In relation to past LTIs?
Past LTIs, is it?
To the extent that the hurdle has been tested, they have all vested.
Next related question is, has Mr. Kelly ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company?
The vesting of shares is a wonderful thing that you get. And then if you are somebody like me, you have to share that vesting figure with your joint venture partner called the Australian Taxation Office. And they very kindly, for all their help to me and in running my business life, take half of that. So sometimes if you get, say, three or 400,000 shares and you're trading at $6, you can divide that by two because in the next six months, you've got to send it to your joint venture partner, the Taxation Office.
Chair, the next one is more a statement, though, maybe a question. In relation to the previous questions, please don't say, "Look it up in the annual report and through ASX announcements." It's complicated, and the CEO could factually summarize the situation in 60 seconds.
Point noted. We can do that, Duncan. Any more?
Sorry. Next one is Four Corners Based. The chair has this morning called unspecified aspects of the Four Corners program misleading. Which parts were misleading?
I think I don't want to go into detail, but if you look at a release on the 9th of September 2024, which started off with, "Steadfast Group refers to matters raised by the ABC in this morning's media. We refute the allegations made and are disappointed that important information has been selectively presented.
Steadfast provided the ABC with information on 29th of August and 4th of September 2024, which was not included in the coverage on this. So hopefully, that answers the question.
So continuing on the Four Corners theme, from my perspective, one confusing aspect of the Four Corners story was the way our company similarly changed its story on multiple occasions about the Mark Swain case. In the end, our company claimed it didn't actually know how the rival SCI quote came to be withdrawn in its BCB broker report. It said the quote was either withdrawn by SCI verbally, which SCI denies. I think he means SCI, which SCI denies, and which clashes with the contemporaneous records. Or that Steadfast, of its own volition, withdrew it on behalf of SCI, which SCI says it did not authorize or have knowledge of.
Could Chair Frank O'Halloran please provide his version of the facts in the Mark Swain's case, and what lessons have we learned from this?
It's a long story, Duncan, but the reality is that the terms of being offered by SCI didn't cover defects, whereas the terms offered by CHU covered defects. There was an AUD 2,700. There was an AUD 2,400 difference. And the chairman of the body corporate decided in writing to appoint CHU for reasons that he can only comment, but there were different terms between CHU and SCI.
Last question on the same, Chair, is this what Frank O'Halloran was talking about when accusing Four Corners of broadcasting misleading material?
Misleading allegations. It's well covered in our release, and it's well covered by Robert in the Senate hearing. So rather than going into detail then, it's probably wise, Duncan, if you went back to the shareholder and refer them to Robert's interview with the Senate inquiry and referring to our release.
The Senate inquiry is under parliamentary privilege, but if you lie to the Senate, it's an illegal act that you'll be prosecuted for. So anything in that Senate inquiry that I made a statement for, if it's wrong, I can go to jail for it.
That's it, Chair. There's some questions in relation to Mr. Bloore's election later on.
Yep. All right then. So we're on the financial statements. Are there any more questions from the floor? So no questions for this. No more questions for this item when we move to the next item of business.
The next item on the agenda is to adopt the Remuneration Report for the financial year ended 30th of June 2024. Noting the personal interest of the directors in this resolution, the board recommends that shareholders vote in favor of this resolution. Duncan, are there any questions online? This is a resolution about Robert's Remuneration Report . Is that correct?
Yes, Chair. No questions online on this topic, Chair.
Yeah. Are there any questions from the floor on the vote on the Remuneration Report ? So no further questions. We will proceed to the voting.
Hang on. You got one. There's one here.
Oh, sorry. There's one there. I'm sorry.
Australian Shareholders Association. I was interested in the limited details on two arrangements which you have, the STEIP and the SSLTIP. The ASA found these quite difficult to follow as they weren't valued separately.
You've caught me up, but Vicki, over to you.
So the STEIP program that you're referring to is an incentive plan that applies to a broader team of executives below the KMP group. And so because the Remuneration Report tends to focus on the KMP group, there's not a lot of information that needs to be provided for that next level of short-term incentive plan.
I didn't see that that's an actual cost for that.
No. I think I might have to check that one offline. I'm not sure which one you're referring to.
Sorry. All right. I'll get back to you on that.
Yeah. Thanks, Elizabeth.
I think it's important to say that we're not required to disclose. We're only required to disclose the remuneration of the KMPs, the key management personnel.
I think that's right. That's right, Frank. But it's always good to have feedback from shareholders about ensuring that we have information that we can share and provide and that gives a better understanding of remuneration practices across the group.
Yeah.
Mr. Chair, one of your hurdles for getting your LTI is a comparative RTSR against the ASX 200. You're in the ASX 100. Why isn't the comparative against the ASX 100 as opposed to the ASX 200?
I'm happy to take that one as well. It's something we do test with our independent remuneration consultants whenever we have a process of independent review.
This year, when I tested it with them, because we are in the ASX 100, but we are at the, I suppose, lower end of the ASX 100, there was a view that by moving to the ASX 100 Ex-Miners, that it would actually distort the hurdle because a lot of the ASX 100 and the sort of top 10, 20 comprise a larger percentage of the overall ASX 100. And it was felt that the ASX 200 was actually a better basket.
You don't mean distort. You mean it would be harder. Is that?
Not necessarily, no. Not necessarily.
Because it's much harder to go and have a good RTSR against the ASX 100 than it is for the ASX 200. It's very easy against the ASX 200. But putting that aside, it's very easy to go and eliminate. Do your comparative rate with the elimination of miners and financials. A number of companies do it. It's not hard.
No, again, we do it off the back of feedback from our independent consultant. And their view is that the ASX 200 ex-mining is the best approach. But you're right. I do see a number of different organizations who might even have a basket of companies that they do the comparison to on a TSR basis. It's something we look at every year. And if we think it's appropriate for us to make a change, we will.
Great. Good. Thank you.
Are there any further questions or any other questions before we proceed to the voting? Please now select for, against, or abstain for this resolution.
Sorry, Chair. One last minute question suddenly appeared.
Yep.
Why was there a 15% remuneration protest vote?
I think why was there a 15%? I think that there were a number of investors who felt that the increase in the remuneration that we proposed, and I covered earlier and Vicki just covered, they felt that was excessive. But the reality is we got 85%. We'll assume there's going to be somewhere near 85%. 85% of the vote in favor. That's all I can really say on this. Vicki, you want to add something to it?
Yes. So there was some feedback in relation to the increase in the base salary for the CEO, which we reduced the short-term and long-term incentive outcomes to accommodate a benchmarking against the P75, which is our benchmark that we apply to our executive team, reflecting their deep experience in insurance and as senior executives of ASX-listed companies. We did move the base salary.
We didn't move the base salary to move it up to P75 because that was actually a very large increase. We chose to move it only to P50. And as I say, we decreased the incentive for the short-term and long-term incentives to accommodate that increase in base salary. And there was some feedback that even though we did only move the base salary to P50, that that increase was a large one. And we acknowledge that, but we felt that that was an appropriate way for us to manage it.
Yeah. Thanks, Vicki. Any other, Duncan?
No, Chair. Right.
So just going back a bit, please. Please now select the way we've done that. So let's move on to the next item of the agenda is to approve the grant of when are we showing Duncan the actual results?
At the end, Chair.
All right. So we'll show the results at the end. The next item of the agenda is to approve the grant of equity to the Managing Director in relation to his FY 2024 remuneration. Robert Kelly AM, was a Founder of Steadfast some 28 years ago. His passion for the business and his extraordinary ability to create and drive new initiatives to enhance and grow Steadfast has resulted in significant value creation for Steadfast shareholders and the Steadfast network brokers consistently over many years. Against this background, the outstanding performance for FY 2024, the board, with Robert abstaining, recommends that shareholders vote in favor of this resolution. Duncan, are there any questions online?
No, Chair.
Are there any questions from the floor? As there are no questions, we will proceed to the voting. Please now select for, against, or abstain for this resolution.
The next item on the agenda is to approve termination benefits to the MD and CEO in relation to his FY 2024 remuneration. The board, with Robert abstaining, recommends that shareholders vote in favor of this resolution. Duncan, are there any questions online?
No, Chair.
Are there any questions from the floor? As there are no questions, we will proceed to the voting. Please now select for, against, or abstain for this resolution. The next item on the agenda is the election of Andrew Bloore, as the Director of the company. Andrew became a Steadfast director in November 2023 and serves on the audit and risk remuneration performance and nomination committee. Andrew is an independent director. Information about Andrew's skills and experience can be found in the notice of the meeting and the 2024 annual report. I now invite Andrew to say a few words.
Thank you, Chair. I thought I would just start by talking a little bit about my executive roles to begin with and then touch on the non-executive roles because I think one leads into the other. In my executive career, I've been accused of being an entrepreneur, which I'm happy to accept, having built and grown a range of businesses. Three I've built and sold, one I listed on the exchange. All of them have been around the wealth management, superannuation, administration, and importantly, the technology space. So I was one of the early adopters in using robotics and AI. So I bring that as a skill to the table in this changing world of AI. 25 years ago, we started with software robotics and AI.
So I've got one of the early adopters in that space in how we think about and how we consider the way that we help change and affect mum and dads in the way that we use technology and how it is added to them as an advantage. So from an executive point of view, I grew fast-growing businesses which had rapid rate from being two people in a room to 700 people in the organization over a five-year period as an example. So a long history of growth in businesses in focusing on things that actually made life a little bit easier for people. And that sort of led into my non-executive roles where my passion has always been about thinking about things from a community point of view. So all the roles that I've taken have been where it has an impact on society.
So in this case, should I be appointed into the role? Having a capacity to provide insurance to people that need it is a really important part of life. In the wealth management space, providing a mechanism for people to skillfully and appropriately retire and to live the lives that they intend through pharmacy, the community healthcare, it's a very big passion of mine. So all of the businesses and the other one, of course, Simonds Group, which is about housing and affordable housing, provision of affordable housing throughout Australia. So all of the businesses that I've been involved in have this one underlying desire, which is about the helping of the community and the engagement of the community in the way that we provide services to them. So when I was asked to join Steadfast, my first question was, how can I help?
And does it fit within this area of my concern, my mandate, and the things that I'm concerned about? So I was very proud and honored to be asked to join the company. And I think that through my executive career and then into my non-executive career, I'll be able to provide that as a benefit. I've spent many years working on Treasury and Senate committees and dealing with regulators and being involved in that. So obviously, as we grow, these are things that are going to be very important to the organization. I think to the last part of me as a person, I'm a primary producer. So we feed through our production on our properties nearly 40,000 people in Australia.
And so the things that I'm particularly proud of in the way that we can add back as an organization and I can add some significance back to people. Part of my property for the purpose of anyone who has an ESG bent is that we have 40,000 acres of sequestered carbon country. So I'm true to my word in relation to the way that we build that. So I'm hopeful that those skills and some of my influence and some of the experience that I have can add value to the management team. And I'm very hopeful that that will add significantly to the value of the company. Thank you, Chair.
Thank you, Andrew. And I can honestly say that Andrew is a great example, as has been the case with Gai and Joan and Vicki, of bringing a new player into the team and contributes immediately.
And we also are already seeing that Andrew's experience in the technology area has been invaluable. The board with Andrew abstaining recommends that shareholders vote in favor of the resolution. Duncan, are there any questions online?
Chair, we have four sub-questions from the same shareholder. First question. Could new director Andrew Bloore and the Chair comment on the recruitment process that led to his appointment to the board 12 months ago? Was a headhunter involved? Did the full board interview Andrew? And did they interview any other candidates?
The answer is yes, yes, and yes. There was a headhunter involved. There was an interview process by the whole board.
Next question, Chair. Did Andrew know any of our directors before engaging with the recruitment process?
Yes. Andrew knew Robert Kelly, which in a non-executive capacity on board. But that was the only. I don't know if anyone else knew you before then. Yeah. So no one else on the board knew Andrew before that. But I think it's fair to say when we got the headhunter to try and find someone that could bring additional skills to the board, technology was one very important item. And they come up with probably 10, 12 candidates. I went through the candidates and come up with two final candidates. And the board interviewed Andrew and another person and unanimously voted to have Andrew on board.
So what did Andrew think of the Four Corners report? And how did he and the other directors respond?
I think that Andrew answered his own question. But all I can say is that the board have been extremely proactive on this matter.
I personally have had many, many meetings with Robert and the team. The board have had numerous discussions with the team. So we believe we responded appropriately and particularly supporting the team in implementing sorry, first of all, reviewing what was going on and coming up with findings which we've agreed to implement. So Andrew, you want to talk about your perspective?
I was part of the team that came to the same conclusions, Chair. I think all the rest has been asked and answered.
Chair, last question on this topic. It's not easy being a new director at a company with legendary long-term leadership. Chair Frank O'Halloran and CEO Robert Kelly opened a challenge, criticism, and change in Andrew's experience.
I'm certainly open to the challenge. I can assure you that Robert is open to challenge. Sometimes he doesn't particularly like the challenge, but he does respond positively.
But I mean, those who have known me in my previous life know that I've always been receptive of someone challenging me. And I've been a great believer that any organization that surrounds themselves with yes people are going to fail. Any organization that surrounds themselves with people that are prepared to challenge upwards and downwards in the organization, they've got a greater chance of success.
And Chair, from a personal point of view, anyone who's ever met me knows that I'm very happy to give my opinion. And whether it's liked or not liked, I make sure as a director that I'm heard. It's a very important thing of every director is to challenge management, is to challenge thinking. And I think if you take your role seriously as a non-executive director, you're not doing the right job by your shareholders unless you're providing that challenge.
I'm very comfortable to have an opinion and to have it heard.
Yeah, I think Andrew, just to add to that, that we had a five-hour board meeting yesterday. We went for probably five and 15 minutes. Every member of the board challenged the executive team on numerous, numerous questions. And it was a good outcome. And I don't think at any stage there was any one saying, "Look, I don't particularly like this question." It was all very talk it through, come to a conclusion, and move on. So any questions from the floor? So is there any others?
No, Chair.
All right. Any questions from the floor regarding Andrew? As there are no further questions, we will proceed to the voting. Please now select for, against, or abstain for this resolution. Congratulations, Andrew, on your election. Thank you.
The next item of the agenda is the re-election of Greg Rynenberg as the director of the company. Greg became a Steadfast director in 1998 and serves on the Audit and Risk Nomination and People Culture and Governance Committee. Greg is an independent director and very independent. Information about Greg's skills and experience can be found in the notice of the meeting and the 2024 annual report. Before I invite Greg to say a few words, I can say to you and to anyone that I speak to in this industry, that man is an amazing director. He knows his stuff. He runs his own broker business. If he doesn't agree with something, he will say so. If he's not happy with something, he will say so.
And Greg has been an extraordinary and valuable person on our board to give a perspective from a non-executive broker's point of view of what's happening within the Steadfast Group. So Greg, over to you.
Thanks, Frank. Nice words. I wasn't going to say this, but I'm going to, after what just Frank said, independence is probably the ethos of me. Independence is what makes me tick everything I do. Independence, honesty, trust is behind every decision I make. And I know that I've been on this board since 1984. But every time I meet, I come in with that independence every time. I'm not part of the furniture. I ask questions. I think about our industry. It burns me up to hear what's happened recently because it just is not what our industry is all about.
Educating the consumers is something that we need to take on from a Steadfast point of view to help consumers understand what insurance brokers do. Because what we do is so important. We are an unbelievable asset to the community, yet we get viewed in such a negative way so many times. And as a working broker, it really burns me up. Because if we ripped off clients, if we did the wrong thing, do you think we would have businesses? Do you think we would have clients? No, we wouldn't. So sorry, I just got off on a bit of a tangent there. I shouldn't have done it, but I did. I just want all shareholders to understand that we are independent. We are insurance brokers that go out there and try and do the best thing that we can for our clients day in, day out.
And when we get criticism, yes, we'll take it, we'll think about it, and we'll try and be better. But trust me, we are an extraordinarily good business that does extraordinarily good things. And when you hear the negative press that we've heard, it really does. It takes away from what we do, and that disappoints me. Anyway, my experience, I've got an absolute milestone this year. It's 40 years since I founded my business, East West Insurance Brokers. In those 40 years, I've built an amazing insurance brokerage. I've built an underwriting agency/MGA, Nigel. I've built my own premium funding facility. I was involved in software building software when we didn't have computers, right? So I started my business when there weren't computers. So when computers first came along, I started building software, and I've continued to do that.
More recently, I've ventured into SaaS software where I provide SaaS software for businesses to help them grow. I'm an entrepreneur as well. I look after my clients. I do the right thing by people, and I build businesses that complement that. Reflecting on my 40 years, one of the best things I ever did was join Steadfast. I've talked at past AGMs about the benefits that Steadfast provides insurance brokers like mine. It's amazing. Please do not underestimate what Steadfast does for an individual broker like mine. It does an amazing amount of things, and I've talked about those things before, and I'm not going to bore you with them again today.
But one of the most important things that it allowed me to do 40 years ago when Robert asked me to, sorry, in 1998, when Robert asked me to join the board, it allowed me to represent my fellow insurance brokers in this environment. And that's an honor that has been bestowed upon me and that I just absolutely thrive on. I really appreciate the support that other insurance brokers have invested in me over all the years I've been involved with Steadfast. And I do not take that without due diligence, if you'd like to call it that. So I'd also like to say a few words about Robert and his team. And when I say team, I mean the executives and the whole business. When I look at Steadfast from 1988 to where it is today, it is an amazing business with some amazing people in it.
And those people continue to drive growth, and if it's organic growth or through acquisitions, and they're continuing to do that for us as shareholders. And I commend them and thank them. And I appreciate that I've been able to play a very small part of that. I'd also like to thank my fellow directors. When Frank said, "We've got some amazing directors on this board," we have. They challenge Robert. Do not ever think they don't challenge Robert. I've seen directors really, really give them heaps. And they do. So while he's a powerful man, while he's well regarded, we do question him. We ask him why he's doing things. And we get robust arguments about that. So it's a good board to sit on. It's robust. It's honest. It's got good camaraderie. But it's got the shareholders.
We always think of shareholders and what shareholders would get out of it. So I sincerely thank all shareholders for their continued support. I appreciate being entrusted with that. And thank you very much. Yeah, well, I'll see you,
Thank you, Greg. The board with Greg abstaining recommends that shareholders vote in favor of this resolution. Are there any questions online, Duncan?
Yes, Chair. One question. As a long-term personal broker and Steadfast director, did Greg think Four Corners made any valid points, or was it all misleading and outrageous as we've heard during this meeting?
I think we've covered that, but Greg can speak for himself.
We've talked about it. It wasn't a true proof. It wasn't true. It wasn't true, no.
All right. Any other questions, Duncan?
No, Chair. Any questions from the floor?
The Australian Shareholders Association. Mr. Rynenberg sits on the Audit and Risk, Nominations, and People, Culture and Governance Committees of the Steadfast Board. Given his lengthy and still current industry experience, Mr. Rynenberg should have been across the very issues the company now finds itself embroiled in. What would he like to say to that?
I think first in terms of the board is that we have a policy that non-executive directors who are not chairs of committees are on two committees. Greg is not a chair of any of the Remuneration Committee or the People Governance Committe e, which Gai chairs, or the Audit and Risk Committee, which Joan chairs. But Greg, you can answer the question.
I'm just a bit confused. What are we talking about here? What exactly can you pinpoint down what I should have been over?
Well, I'm talking about the issues raised by the ABC.
Sure. And in your mind, what is that? Can you please ask me the correct question? What is it?
The lack of clarity on what people were paying for their insurance and commission.
I can't speak on behalf of what body corporates disclose. I'm sorry. I know what insurance brokers do, but I'm not sure what body corporates do.
Yeah, I think it's a very good point, Greg, is that there's a misconception or misunderstanding in the industry that the broker's client is the strata manager. And it's up to the strata manager to report to the owners' corporation on their findings. That was spoken about before. But any other questions from the floor? But as there are no further questions, we will proceed to the voting. Please now select for, against, or abstain for this resolution. Congratulations, Greg, on your re-election.
Thank you.
Are there any more general questions from shareholders?
No, Chair.
Which we would like to be able to share with you. Any questions from the floor? Duncan, please open the online audio. We've done that. Please tell us the results of the voting.
Chair, I think we will put up, I think, what I believe to be provisional results shortly. And the final results will be notified to the ASX in the next hour or so.
Yes.
Chair, maybe you could adjourn five, ten minutes.
I don't think anyone wants to adjourn. Well, let's try and share. Maybe read out the preliminary results now because we've been sitting here for a while, and I think we've taken an approach which hopes shareholders like to be very open with the shareholders. But I don't think we should be waiting any longer because I need a bite to eat or a drink. Yes, you've got some.
They're coming from Lumi, I think. Share with--
Board, they're going to be released to the stock exchange in the next hour and a half.
Yeah, but I think we're fair enough to say that all the resolutions have been passed and voted in favor of. The Remuneration Report was about 15% voted against. That's subject to remaining come through. That was a Remuneration Report . Robert's LTI was substantially, very substantially voted for. Yeah, STI. Sorry, you're right, actually. And then Robert's retirement thing was voted substantially in favor. Greg's sorry, Andrew was substantially in favor. And Greg's was as well. So other than the Remuneration Report , which was 15% against, the provisional results are substantially in favor of all recommendations. Yes.
Agreed, Chair. Unfortunately, no results yet on the screen.
Was everyone happy to leave it until the release to the market?
Yep.
Rather than everyone saying anyone not happy with that? We'll see them in a moment. All right. Shareholders and others who attend this meeting, and by online or in person, thank you for attending the meeting. I'm personally pleased about the number of questions that we received. We do owe it to our shareholders to explain what happened over the last month or so. Robert, thank you for your presentation and clarity on a number of the items. But from my point of view, as chair of this company, my absolute focus is on our shareholders. And my role and the board's role within a risk tolerance is to continually challenge management and support them to grow the value of your shares and to pay you dividends.
Thank you for coming today. We're all going out to have a cup of coffee or something. I think, Robert?
Yep. Yep.
We look forward to seeing you out there. Thank you.
Thank you, everyone.
Thank you. Thanks Robert.