Good morning, ladies and gentlemen, and welcome to the Sonic Healthcare Limited AGM for 2025. My name is Mark Compton, and as Chairman of Sonic's Board of Directors, I will chair today's meeting. Before we start the meeting, I'm aware that we are spread across different parts of the country and possibly the world today, and I'd like to begin by acknowledging the traditional custodians of the land on which we meet in person today, the Gadigal people of the Eora Nation, and pay my respects to their elders past and present. I extend that respect to all Aboriginal and Torres Strait Islander peoples, and especially those who are joining us at the meeting today. I've been advised that there is a quorum present, and therefore declare the meeting open.
As is usual practice, we've got a few procedural matters to get with me, so you need to do two things. One is be patient, and the other is to pay attention because they're important. This AGM is a hybrid meeting, providing the opportunity for shareholders, proxies, and guests to attend in person or participate via our online meeting platform. Online attendees can watch a live webcast of the meeting and have the ability to ask questions and submit votes in real time. We expect the meeting to proceed smoothly but would appreciate your understanding if technological issues do occur. I'd like to introduce my fellow board members, all of whom are attending the meeting today: our Chief Executive, Dr. Colin Goldschmidt, our Chief Financial Officer and Finance Director, Mr. Chris Wilks, Professor Christine Bennett, Professor Suzanne Crowe, Dr. Katharine Giles, Mr. Neville Mitchell, Ms. Kate Spargo, and Ms. Nicola Wakefield Evans.
Also present is our incoming Chief Executive, Dr. Jim Newcombe, who you will hear from later, and our Company Secretary, Mr. Paul Alexander. For our online attendees, whilst you have just seen a photo of the directors, you will be able to see each of them in real time if they are asked to speak as part of the meeting. I note that Ace Chandran, our partner from PricewaterhouseCoopers, our auditors, is also in attendance. For our attendees who are here in person, in accordance with the admission card that you would have received at registration today, only holders of green and pink admission cards are entitled to speak and vote at the meeting. Shareholders and proxy holders attending online can submit written questions through the online meeting platform at any time during the meeting. To ask a written question, select the Q&A icon.
Select the topic your question relates to from the drop-down list, type your question in the text box, and once you've finished typing, please press the send button. Very important you press the send button. Questions submitted online during the meeting will be read out by the Company Secretary, Mr. Alexander. Paul will identify the shareholder who has asked each question unless you indicate in your question that you do not wish to be named. If the same or very similar question is asked by more than one shareholder, we might combine these and will endeavor to identify all relevant shareholders, although this might become difficult if there is a high volume of questions. Questions submitted online will be addressed at the relevant time in the meeting. Questions are limited to 2,000 characters in the question field.
However, if questions are particularly lengthy, we might need to summarise them in the interest of time. I'm pleased they're 2,000 characters, not 2,000 words. For those shareholders who wish to ask a verbal question, an audio questions facility is available during this meeting. To use this service, please follow the instructions below the broadcast window icon. Please ensure your webcast is muted before joining the call. To ask a question, press star one on your telephone keypad and wait for your name to be announced. Depending on the question asked, Paul will direct it to the appropriate director or to the auditor to respond. Consistent with best practice, all items of business will be decided on by poll. I will open the polls now and keep them open so that you can vote at any time during the meeting.
If you are eligible to vote and have logged into the online platform, select the vote icon at the top of your device screen. Once you click this, the resolutions will appear on your screen, and you can select a voting option. There is no need to hit submit or enter as the vote is automatically recorded. You will receive a vote confirmation notification on your screen. You have the ability to change your vote during the meeting until I declare the polls closed. Doris Grave from Computershare will act as the returning officer for the purposes of conducting and determining the results of the poll, and the results will be announced to the ASX later today. The voting icon should soon appear on your screen if it hasn't already. Please submit your votes at any time.
Following questions and discussion, I'll provide a warning before declaring the poll for all resolutions closed to allow sufficient time for votes to be submitted. If you're having any difficulties in locating the voting icon, please refer to the detailed guide available on Sonic's website. Thankfully, that's all the housekeeping matters done for now, and I'll move on to the matters of the meeting. The minutes of the Company's last annual general meeting held on the 19th of November, 2024, are tabled over here and available for inspection by shareholders, and I will take these minutes as read. Now to my address. Today marks a very significant milestone in the history of Sonic Healthcare. For the first time in 32 years, Sonic is undergoing a transition of Managing Director and Chief Executive Officer. Dr. Colin Goldschmidt will retire at the end of this meeting, and Dr. Jim Newcombe will become Managing Director and Chief Executive Officer.
Colin's performance in the role has been extraordinary, as he has led Sonic's expansion from a single laboratory in Sydney onto the global stage to become the third largest pathology player in the world by developing and committing the company to the culture of medical leadership. We understand that he is the longest-serving CEO on the ASX 50, setting a record that is unlikely to ever be challenged. Under his leadership, Sonic has truly become a great Australian global success story, achieving market-leading positions in seven countries by focusing on the highest quality medical diagnostics and excellence in care and service, and in turn creating enormous value for all of Sonic's stakeholders over a period of more than three decades.
Colin has set the company for ongoing success by firmly embedding the culture of medical leadership within Sonic, a culture that incorporates an understanding of doctors and the medical profession, linking directly to operational and cultural attributes focused on care for staff and the highest quality service to clinicians and patients, and ultimately value for shareholders. Thanks to Colin's vision, Sonic's medical leadership culture has reset the bar for service and quality levels in Sonic's markets around the world, including enabling access for patients to highly specialized testing that can be life-saving and/or life-changing. In addition, Sonic has been able to positively influence the way regulators and funders perceive our medical professions. We have asked Colin to spend a few minutes in his presentation today reflecting on the history of the company and its culture, which I'm sure you will find both interesting and informative.
On behalf of the board, Sonic's 45,000 team members, and all of the other stakeholders in the company, including shareholders, I thank Colin sincerely for his incredible vision, dedication, and leadership over all these years. Well done, Colin. When Colin advised the board earlier this year that he was considering retirement after I got off the floor, in the shorter term, the board respected his intentions, and the Remuneration and Nomination Committee led a formal, detailed process with the assistance of an external advisor to consider both external candidates as well as a group of potential internal candidates that Colin had been developing. The outcome of that process was the selection of Dr. Jim Newcombe to lead the company going forward. Jim is a pathologist, indeed a rare breed. He is one of those rare breeds who has a double fellowship.
He is a fellow of the College of Physicians and a fellow of the College of Pathologists, specializing in clinical microbiology, an infectious diseases physician, and a senior medical leader. He joined Sonic Healthcare eight years ago and up to today was the CEO of Douglass Hanly Moir Pathology, Sonic's founding practice and one of our largest laboratories globally. He has been very successful in that role, driving a significant uplift in earnings and margins through strategic initiatives in areas of operations, marketing, and people. The board is excited by the passion and strategy Jim has for the company, and he and the senior executive team will have our full support as they implement prudent change over time whilst preserving Sonic's unique culture and values.
Colin mentored Jim in the CEO role at Douglass Hanly Moir Pathology , and the two have been working intensely on handover matters since the succession announcement, including traveling together to visit Sonic's operations in the U.S., Europe, and Australia. After today, Colin will be retained as an advisor to the Sonic board in a part-time, unpaid capacity and will continue to chair the Sonic Healthcare Foundation board. In addition to Jim's appointment, Mr. Evangelos Kotsopoulos, who is in the audience today, and Evangelos, you might want to say hello and wave, he's been appointed to the newly created position of Chief Operating Officer of the Sonic Healthcare Group. Evangelos has been with Sonic for 18 years and is currently the CEO of Sonic Healthcare Europe and Sonic Healthcare Germany, overseeing Sonic's operations in Germany, Switzerland, and Belgium.
We believe the addition of Evangelos to the global executive team further strengthens the team, and his skill set and experience complement very well those of Jim. Turning to the company's performance in the 2025 financial year, Sonic delivered solid results, reporting revenue of AUD 9.6 billion and a net profit of AUD 514 million. Strong revenue growth of 8% included 5% organic growth, plus the revenue contributions of synergistic business acquisitions. I must say, no doubt along with fellow shareholders, we were both surprised and disappointed by the share market's reaction to our FY 2025 results and guidance for FY 2026. Each reporting season in Australia appears to be more volatile, with the slightest variance from market expectation leading to exaggerated share price movements as index and quant funds follow the momentum.
Having said that, there are areas for management to work on to improve financial performance in the company, and our management teams, including Jim and Evangelos, are acutely focused on these with their fresh eyes. Sonic stands today in a robust, stable position with a deeply embedded culture, experienced in senior management teams around the world, leading market positions in seven countries, and an investment-grade balance sheet. The company continues to grow, with revenue for FY 2026 expected to significantly exceed the milestone of AUD 10 billion and possibly even reach AUD 11 billion. This growth comes both organically as Sonic continues to benefit from the ever-increasing growth in global demand for diagnostic healthcare services and through carefully chosen acquisitions, such as the important LADR acquisition that was completed in July 2025, which Colin will describe in more detail in his presentation.
We continued our long-standing progressive dividend strategy, rewarding shareholders with total dividends for the year of AUD 1.07 per share, up 1% on FY 2024. The dividend payout ratio for FY 2025 was unusually high. However, we expect this to reduce to more normal levels as earnings grow over the next few years. Board development, renewal, and diversity are ongoing topics for Sonic's board. During the year, Nicola Wakefield Evans AM joined the board as an independent non-executive director, and her election by shareholders is on our agenda today. Nicola is a highly experienced director, business leader, and corporate finance lawyer. Her appointment has brought new skills, experiences, and viewpoints to the board. Louis Panaccio retired from the board during the year, having served Sonic and its shareholders diligently for 19 years.
Sonic's board currently comprises seven non-executive directors, all of whom the board considers to be independent, plus two executive directors, being the Chief Executive Officer and the Chief Financial Officer. Board members include a pathologist, three medical practitioners in keeping with the company's medical leadership culture. The board's gender diversity objective continues to be satisfied, with 56% of directors being female and 44% male. Kate Spargo advised last year that she will permanently retire from the board by the end of her current three-year term, which will be in 2027, and we intend to conduct a process to recruit one and perhaps two new independent non-executive directors during 2026. Sonic's 2025 sustainability report is now available for reading at your convenience on Sonic's website, and I commend it to you.
Good progress was made with Sonic's ongoing sustainability strategy during the year, including achievement of milestones such as completion of a quantitative assessment of the potential financial impacts on Sonic of climate-related risks and opportunities. The sustainability report sets out our strategy, progress, governance structure, material sustainability topics, and our climate-related risks and opportunities. The report also describes how Sonic cares for our people, our communities, and our medical profession, as well as updating you on the activities of the Sonic Healthcare Foundation, which provides healthcare support for communities in dire need. The board is proud of Sonic's efforts and progress in these important areas and trusts that shareholders will be as well. I also recommend to you Sonic's 2025 Modern Slavery Statement, also available on the company's website, which sets out our approach to human rights and our management of the risks related to modern slavery.
Sonic Healthcare has a clear strategy to create value for shareholders through growth in earnings and returns on invested capital in a sustainable manner. We have in place the management team, culture, and operational and financial strengths to deliver on our strategy. Key to the strategy is to continue to provide outstanding service to our clinical medical colleagues and our shared patients, whilst enabling fulfilling careers for our people. I would like to thank our doctors, scientists, technicians, management teams, and other staff members, and my fellow directors for the passion, commitment, and expertise they all contribute to Sonic. I would also like to thank all shareholders for your continuing support of the company and the board.
I'd now invite Dr. Colin Goldschmidt and then Dr. Jim Newcombe to present to you and ask that those here in person hold your questions until both presentations are completed, at which time any questions will be directed to the appropriate respondent. Colin, over to you. I'll invite my colleagues if they'd like to sit in the front row so that we don't end up needing a physio at the end of the meeting with our necks turned around.
Thank you very much, Mark, and a very warm good morning and welcome to everyone, not just in the audience, but online as well. It's a pleasure for me to be presenting today, my last AGM, and the first part of my presentation will be the statutory part, giving you an update on our performance to date, and the second will be some kind of reflection on my past 32 years as CEO.
Giving you an update on where we are after four months of trading. First point to say is that we reaffirm our guidance given in August to achieve EBITDA of AUD 1.87 billion-AUD 1.95 billion at a constant currency level, and just a reminder that that guidance reflects up to about 13% of EBITDA growth, and also, if you extrapolate down to EPS, it's double-digit EPS growth. An important point that we want to point out is the half one and half two weightings. We forecast the first half of FY 2026 will be roughly 45%-46% of the full-year number, which is consistent with long-term historical differences due to seasonality. We are keen to point out that last year, FY 2025, was an exception to this where the ratios were tighter. That is an important point come next February when we announce our half-year result.
Just to give an indication for this, it's all because of the end-of-year holidays, Christmas-New Year's holidays in H1, which are very quiet, and also in the northern hemisphere, the summer holidays, which are generally July-August, also in H1. Both of those factors contribute to a weaker H1 versus H2. We provide revenue updates after four months of trading, and our statutory revenue growth is at 17%, which at constant currency is 12%, and in line with our expectations. Within that 12% growth, organic growth sits at 5%. The LADR acquisition in Germany and the Herts and West Essex NHS contract are contributing to our revenue growth, albeit at lower margins relative to Sonic's overall margins. There are two other important updates in terms of our guidance relating to depreciation and interest expense. Firstly, depreciation.
We forecast that to be at AUD 780 million-AUD 790 million for the year at a constant currency level, which is a lower percentage of revenue than we previously forecast. The reason for this is we've adjusted now for the LADR acquisition and fine-tuned a bit further after four months of trading. Our interest expense increase is also expected to be at the lower end of the guidance range that we provided of 15%-20%, and again, that's been fine-tuned after four months of trading. Both of these are actually positive in terms of Sonic's predicted bottom line result for the year. The other guidance considerations are as provided in August. A few slides just to revise the FY 2025 year. This AGM is meant to be a revision of FY 2025. I'm not going to bore you too long because this is actually old news.
I think everyone knows these numbers. Essentially, the revenue growth was 8%, and if we go right down to the bottom, earnings per share came in at 6%. That is after adjusting for a one-off in the year before. Having a look at Sonic's pie chart revenue for FY 2025, the features to point out, I do not know if you can see this pointer. Switzerland has increased quite dramatically compared to the prior year, and that is through acquisitions made in the year and just before. Just a flag that this LADR acquisition is going to add something up to AUD 700 million. Therefore, in the next pie chart that you will see, which will be in February and again in August next year, Germany will be Sonic's number one market, which is not unexpected. Our balance sheet remains at investment-grade level, which is very pleasing.
Just one point out, our debt cover history, which you see on this slide. Following these two acquisitions, LADR and Cairo Diagnostics in the U.S., our debt cover will trend upwards more towards that 2.4 x level, which is our long-term number. As far as dividends go, the chart on the right shows you a long-term history of a progressive dividend strategy, and the board is determined as best as possible to continue that progressive strategy. The dividend for the full year was 1% up, and the final dividend was franked at 35%. I'm not going to go through this slide, which is the same as we presented in August, other than to say that this is turning into a fantastic acquisition for Sonic Healthcare. It's one of the top five labs in Germany.
The final point down the bottom here, the work streams that are working on all the synergy associated with this, and you can see from the map there's a huge amount of overlap and plenty of synergy that we've identified, are working at full steam. There's something like 18 work streams that are working feverishly to achieve those synergies. The two founding partners, the Cramer brothers, Dr. Jan Cramer and Dr. Tobias Cramer, are fully involved, and you'll be pleased to know that they're actually now big shareholders of Sonic as well. They took a substantial part of the consideration in Sonic shares rather than cash, which is unusual, but seriously a vote of confidence in Sonic globally, which is very pleasing.
There's a few slides included here on our sustainability, and I'm not going to go through the details other than to say that our sustainability team is working incredibly well and making incredible progress. The chart that you see here is heading in the right direction for a reduction in our scope one and scope two emissions, and we are on target to achieve our goal by FY 2030. I highly recommend people read the sustainability report, which is available either from this presentation on the ASX or Sonic's website. It's a fantastic document, one that we're very proud of. Okay, the second part of the presentation, as I mentioned, is actually something of an impossibility for me, to be honest. I've been asked by Mark and the board to give some kind of summation of 32 years as CEO of Sonic.
I'm kind of making apologies upfront for anything left out, because I haven't really had enough time to reflect on a long career. It's just been so busy all these years. There are some things which stand out for me, and I'm hoping to convey them to you this morning. The Sonic story actually began in 1987 with Douglas Laboratories. That's a lab that was based in Top Ryde, Sydney, and a company called Sonic Technology Australia acquired this lab. Nobody had ever heard of Sonic Technology Australia. The company was formed in 1987, and in September, it acquired Douglas Labs. It just so happened that in that same year, I had taken my first job as a pathologist. Oh my goodness, you look at that photo, but that was from 1987.
Some five years later, and I'm going to leave out a lot of detail here, I was asked to become the CEO of Sonic Healthcare. In fact, a few months later, in January 1993, I accepted that role. To be honest, I was something of a reluctant acceptor. I was 38 and was really keen to pursue a career as a pathologist. A set of circumstances also drove me to accept the role. The one thing that I was quite passionate about at the time was this concept of medical leadership, which just simply meant at that stage that not necessarily a pathologist, but somebody who understands a pathology business should run one. I felt that was not quite the case in the lab that I was working over those past five years. The company at the time was losing money.
The share price was $0.10. I would like to ask the audience today, is anyone here, was anyone a shareholder of Sonic Healthcare in 1987 or 1988? Wow. I was also aware that the pathology industry was pretty fragmented at the time, very much a cottage industry. As a public company, which Sonic Technology was, we potentially had access to capital to potentially grow. That is what the annual report looked like in 1993. These were the directors. A board was formed. I am keen to point out my colleague, Chris Wilks, down the bottom here. Mark, thank you for publicizing the fact that I have this dubious honor, apparently, of being the longest-serving CEO on the ASX.
I say it's dubious because I'm sure there's a lot of people who say, "Get these old buggers out." I'm sure Chris would actually get the same honor as the longest-serving CFO on the ASX 50, and nobody has actually publicized that. Thirdly, as a combination, CEO, CFO, we must hold the record. I'm very proud of that too. We made a little acquisition in 1994, and we merged this business into Douglas. It wasn't until the acquisition of Hanly Moir in 1995, actually is when it all started, that things really got moving. The plan was to merge these two laboratories. It very quickly became known as the merger from hell because, firstly, this was the first major pathology merger in Australia. Highly complex and very high risk. We had to integrate overlapping systems and staff from each practice.
We had to create a single IT system and merge databases. We had to unify the cultures. We actually had to build a new laboratory and move both labs into this new facility. Of course, we had to capture financial synergies and get that 1 + 1 = 3 and make it seamless for our customers who were clinicians and patients. This is a tough ask. If you understand labs, which most people do not, and that's okay, they are very complex organisms or organizations. Putting two together is tough. After a lot of work, a lot of people, it succeeded. I was the CEO of both companies because that's all Sonic was at the time. It was Douglas and now the merged entity. I tried to lead this very much as a merger of equals. That meant sharing management positions, which was controversial.
We had to come up with a new name. Not unsurprisingly, we chose Douglass Hanly Moir Pathology, a name that probably most of you know. It's a bit of a mouthful, but it was given to respect the goodwills of both practices and their antecedent history. We also had to come up with a new logo, and we ran a logo competition. These are the logos of the two labs. This is a biconcave disc. That's what your red blood cells look like. The half-moons on each side are the old computer punch cards. The Hanly Moir one is a stylized H and M in a monocular microscope, which is antique, antiquated. A new merger, a new logo is a good idea. We ran a competition in the company, and that was the winning entry.
We gave it to a graphic design company, and they came up with that. The winner was one of our long-standing pathologists, Dr. Grahame Caldwell, and he got $500 for this. I understand in today's money, that's about $1,000. Dr. Caldwell is one of our star performers. He's now the Director of Chemical Pathology at Douglass Hanly Moir Pathology, and he's been there a long time. There was the new name, Douglass Hanly Moir Pathology, the name that you see today. We locked in the medical leadership concept in management, and it galvanized our pathologists and staff immediately. We enhanced our services through enrichment, and by that, I mean there was talent from both entities, and if you use them both, you get enrichment of services, and that's very much what happened. There can be no doubt that this was a hugely successful merger.
If you look back, growth, services, synergies have all been supercharged since then. DHM's revenue is now more than 10 times what it was back in 1996, and it's almost all been organic market share growth and market growth combination. Douglass Hanly Moir has moved into the number one position, not just in Sydney or New South Wales, but in Australia. Largest by revenue, largest by any measure. You might be wondering why I'm spending some time on Douglass Hanly Moir Pathology. If I look back on it, it was a critical event in Sonic's history. It was, even unwittingly at the time, a test site for medical leadership. Would that work? A lot of people told me when I got the CEO job that it will fail. They told me to my face.
It was a test site for operational excellence to get this thing done. How good were people in the lab and the whole operation? It was a test site for quality and service enhancements. Did it grow after that? Were synergies achieved? Did we deliver earnings and margin growth? Really, it's been a triple-win situation for stakeholders, that's staff, customers, and shareholders. If I look back, it's an absolute model and a platform, or it became one for Sonic's future growth. I do see it today as, and I describe it as, a fiery birth of Sonic Healthcare because it was tough. If you look at the pathologists at Douglas s Hanly Moir today, and I have shown this slide before, you've gone from three to over 100. It's not just 100 any. These are the cream of the crop.
You have here experts in every discipline of pathology and sub-disciplines of pathology. I can say upfront that if your specimen reaches Douglass Hanly Moir Pathology, it's going to be very well attended. As we speak right now, Dr. Jim Newcombe is the CEO of Douglass Hanly Moir Pathology. In about one hour or two hours, he will go on to higher duties. I am very pleased to say that Dr. Melanie Galea—is Melanie in the audience? Yes, she is—will be taking on the role of CEO of Douglass Hanly Moir Pathology. Melanie is one of the star performers in this group of pathologists. She is the Director of Genetics at DHM and a key member, if not leader, of Sonic Genetics, which we operate nationally and is an outstanding institution, not just for Sonic, but for the whole of Australia. Congratulations to you, Melanie.
If you look at what happened after this—I just get a pointer—these are all the acquisitions we've made since, going all the way through to the LADR acquisition. That's a top one. And Cairo Diagnostics there. We had no idea back in 1996 that any of this would happen. We changed the name from Sonic Technology to Sonic Healthcare fairly early. Nobody should remember Sonic Technology. It's gone. The Sonic name was quite well known, so we kept it and added Healthcare. We applied the Sonic logo to Sonic Healthcare as well, even though initially it was for Douglass Hanly Moir. You now see this logo everywhere. You'll see it in small country towns. You'll see it in big cities. It's in Dallas, London, Berlin, Zurich, everywhere. Of course, we're extremely proud to have it.
You'll see that we don't brand Sonic Healthcare in any of our operations for very good reason. We do have a unifying logo. This logo is getting more and more known as we go. After that merger, Sonic Healthcare led the consolidation of the Australian pathology industry. We acquired several other labs, including the SGS Group, which included labs like Sullivan Nicolaides in Queensland and Melbourne Pathology and Diagnostic Services in Tasmania and a bunch in New Zealand and a whole lot more. We also entered radiology. At that point, we all said, "Take a deep breath. Let's stop." We held two important off-site meetings, one in Coolum in the year 2000. At this meeting, we locked in our federated model. We also polled after the meeting a huge number of our staff to come up with our core values.
The federated structure is very important, and it simply means that a lab like DHM or Melbourne Pathology gets limited autonomy. We keep the name. We keep the goodwill. We keep the local flavors and keep the management. That lab needs to work in tandem with its sister labs around a central office to achieve synergies. Of course, back then, it was only about a national structure. Once we went global, it became a global structure as well. Each country is a federated member as well. We now do a whole bunch of things on a global basis to achieve synergies. For example, our purchasing consumables. There is a bunch of IT things, cybersecurity. There is a range of things that we do on a global scale. This is an important part of Sonic's, I guess, structure.
The second meeting was two years later in Double Bay, Sydney, now with radiology included. This was an electric meeting and a very important one because we locked in the principles of medical leadership, which had been operating basically since I started. We wanted to formalize the principles. We came up with these pillars down the bottom. I think we were a bit ahead of our time because that company conscience, which we put in, would now be called sustainability or ESG. To be honest, medical leadership is, as Mark foreshadowed or said, the essence of Sonic Healthcare. It's interesting when people say, "Why is Sonic different from—" I'm not going to mention any competitors, but in Australia or anywhere, nobody actually comes up with the right answer. It doesn't matter because as shareholders, I can tell you that the difference is medical leadership.
Some say, "Oh, it's because of automation or because they rolled up the industry." It's not that. This is what's given us the big product differentiation in every market that we operate in. It is very much the engine for quality, growth, and financial performance. We came up with a definition, and I want to acknowledge Dr. Stephen Fairy here, Sonic's global Chief Medical Officer, who's in the audience with us today, because he worked with me to come up with this succinct definition, which was not all that old. Maybe we only came up with this definition five or, yeah, something like that, five or ten years ago, not at the beginning. It simply is what it says. Medical leadership is leaders who understand and respect doctors and the medical profession. Generally, when I talk about this, people get glazed eyes, and they say, "So what?
Big deal. What's the big deal about this? I can tell you that the vast majority of healthcare companies, organizations, systems do not have leaders who fit this diagnosis. They have CEOs who don't understand their businesses. I can talk freely now because this is my last day. It's very good. I find that astounding. This applies in private businesses, public institutions, right around the world. It's given Sonic a leg up because to understand the business makes a big difference. You don't have to be a doctor to be a medical leader. We have plenty of medical leaders in Sonic who are not doctors. I think if you are a doctor who has leadership capability, you will more readily fall into this definition. You will understand medicine, understand doctors.
By understanding doctors, we're talking not just about doctors who refer their specimens to us, our own doctors. Understanding our pathologists, radiologists, and GPs. The downstream effects of medical leadership are powerful. I'll start over here, firstly with staff. The medical leadership concept resonates strongly with all staff, but especially with doctors. It actually engenders passion and also trust. The word trust is very important for doctors. If a doctor joins a corporate organization, he or she wants to trust management so that no decisions are going to be made which will compromise their professional integrity. It's huge for a doctor. This is something that is probably not readily understood generally. If you ask doctors, they'll tell you it's probably the most important thing for them.
It is the reason why doctors have been attracted to Sonic Healthcare: trust in management through the medical leadership model. Of course, that leads to high quality. If you have engaged, passionate staff and doctors, people going the extra mile, you are going to get better quality and better service. Of course, that is going to feed through to shareholders. I am afraid the order of events has to be in this direction. This is not putting shareholders number three. Many companies say the customer is number one. We start at staff. That is the way Sonic has been run since the beginning. It is for this reason. In my opinion, medical leadership is the appropriate, if not the optimal, management system for any healthcare company, practice, organization, or system.
I think the world would be so much better off if medical leadership was applied to the majority of healthcare companies and institutions which do not have it. There is my little message for today. Time is not going to allow me to go into what happened after this. In 2002, we took our first step offshore. The reason was we had run out of growth opportunities in Australia in terms of acquisitions. We had topped out reaching something like 40% market share, so not able to make further acquisitions. The U.K. was our first port of call, followed by Germany, followed by the U.S., then Switzerland in 2007, Belgium 2010, and now Poland in 2025. We have inherited a small but very successful business in the south of Poland through the LADR acquisition.
Amazingly, we're the market leader now, not just in Australia, but in the U.K., Germany, and Switzerland as well. I look at this and I say, "Wow, that is incredible." We're the number three player in the U.S.A. and the number two player in Belgium. In terms of radiology, we're number two, and in primary care, number one. We have an incredible global footprint now, which has been driven by medical leadership and, to a lesser extent, by our federated model. I can tell you quite honestly that about 90% of these acquisitions would not have occurred without medical leadership, or I could put it the other way, occurred because of medical leadership. If you look at this pie chart, which I showed you a little earlier, just to look at the Australia versus international split, it's 63:37 at the moment.
If you add the LADR acquisition, it's 70-30. What is going to happen into the future, inescapably, is that number or the Australian number will get smaller and smaller. That's to be expected and a good thing for shareholders and a good thing for the company. If we just look at the pathology, we're 85% pathology and 15% radiology and primary care. The split is 75-25. So 75% of our pathology is overseas. If you add the LADR acquisition, it's going to be closer to 80%. As we make more acquisitions overseas, it's going to be 90%. One day, it's probably going to be 95%. Who knows? Australia is a small market relative to where we're operating overseas. We're very proud to have these institutions, fantastic labs in Europe and in North America.
I have to say our labs are providing critical infrastructure, infrastructure that is not just for communities and not even just for states, but in many cases, for entire countries. In Australia, Sonic provides critical infrastructure. We provide critical infrastructure in Germany and in Switzerland as well, meaning that if our operations failed, the entire healthcare system in those countries would fail. You can take that even down to state level. Just if a bomb dropped on DHM, the entire healthcare system of New South Wales would fail. I'm not being overdramatic. This is true. Last few slides. To try and summarize my 32 years as Sonic CEO, I would say first up that Sonic is a culture-rich company, and it's centered on medical leadership. The medical leadership resonated so strongly after I became CEO that it became our culture.
It almost happened just almost by itself. That culture started working to attract top staff, and it became obvious that medical leadership drove quality. If you have medical leaders and you put doctors at the center of what we do, which is our practices, you're going to get better quality. It also engendered passion to serve patients. The business plan actually fell into place by itself as well, effortlessly and logically. Those sub-bullet points are actually quite important. If you have the highest levels of quality, you're going to be driving market share growth, organic growth. That's absolutely what has happened. If you attract other labs who want to sell to Sonic because of medical leadership, which I've just mentioned, that's going to drive M&A growth. Those are two, organic and inorganic growth taken care of.
Those labs that sell to Sonic are like-minded. They believe in medical leadership just like we do, and that makes the integration of these businesses so much easier. You will read about how many mergers fail around the place. We have an excellent track record in our M&A and merger activity. It avoids this integration dysfunction. There is no other word for it if people are like-minded. The passion and efficiencies and innovation that come through a culture like medical leadership optimizes efficiency, innovation, leading to earnings and margin growth. If I think about my role over 32 years, my formal qualifications have been a huge help. That is just really how it is. I often say, "Well, it did not need to be Colin Goldschmidt. It could have been anyone with these qualifications." It made a big difference.
Being a medical doctor and being a pathologist gave me credibility. It also meant I could talk the language. There was a whole range of things that really made a difference. It was also very useful that I was running two jobs for most of my 32 years. That means I was the CEO of DHM, or Douglas at the start, then DHM, and the CEO of Sonic Healthcare. People don't know this. I'm letting out a secret here. That was enormously helpful for me because it kept me grounded. I was involved with day-to-day issues, and that gave me credibility talking to acquisition prospects, for example, other labs, and our staff as well, rather than being seen as somebody managing from an ivory tower. It's important to know that our scale and financial strength have been built incrementally, bit by bit, block by block, over many years.
I say to Jim, and Jim's taken this job on incredibly. I've had the advantage of learning slowly over 32 years, starting off with little experience, but learning on the job. You reach a point up here where there's a whole lot of knowledge about the company. Jim's coming in and has to really make a big leap up, which he is doing amazingly well. I have every confidence that it's going to be okay. That incremental building has been very important. We have attracted top talent, and that top talent has stayed. We have very low churn at senior level, which is critically important. As Mark said, we have 45,000 people roughly in eight countries. We see about 130 million patients per annum. That's massive. These are essential services. What we do really is a force for good.
When I started, the revenues were AUD 33 million. It's hard to believe that we're now tracking towards AUD 11 billion. This kind of doesn't really flush with me. This has all been due to medical leadership when I look back. Medical leadership is really an ideology or a movement. I don't know how best to describe it. It's our culture, and it's our higher purpose. Throughout my term, it's been the priority. It's almost as if that prioritization has transcended individuals, including myself. In me, there's no charismatic CEO. I've never been that person. Couldn't be that person. Medical leadership seems to have been the dominant feature of the company over a long period of time. Having said that, I'm very conscious that you're only as good as your team.
We, a team of people, have worked incredibly to achieve all the ends and to lock in medical leadership over a long period of time. I have to say that the Sonic story, in my view, has only just begun. Thirty-eight years old, Sonic is today. That is as long as I have been with Sonic. There is a lot of work ahead and huge growth potential ahead. Obviously, no room for complacency. I have to say it has been an absolutely amazing honor for me over that period of time, thirty-two years, to lead Sonic Healthcare. Final slide. It is just a bunch of thank yous, which I feel are very, very important. I want to thank all Sonic people because I have got to know so many people over the years. It is interesting. A gentleman by the name of Colin Friend is at the meeting.
I don't know where Colin is. There he is. Colin used to work at Douglass and Douglass Hanly Moir many years ago. I think it's 20 years ago. There's so many people. I recognize Colin immediately, but there's many others. I can't mention too many names, but around the world. I want to thank our global office team here in Sydney, with whom I work every day. We've got a brilliant team who do brilliant work and really are at the top of Sonic Healthcare's operations. If I have to single out two people, it's Chris Wilks, my CFO, and Virginia Lloyd -Tait, who's in the audience as well. Chris, both of these have been at my side from the beginning. Chris Moore on the corporate side, Virginia at the operational side. Enormously valuable to me as CEO of Sonic.
I want to thank the board of Sonic very much, every single person, this board, and previous boards. I want to single out Mark Compton. I hope you don't get embarrassed, Mark, in front of you here. I can just say in one sentence, Mark is an exceptional chairman. I've worked with a number of chairmen, but even besides the number, an exceptional chairman. I want to thank shareholders too because without shareholders, we'd be nowhere. That means retail shareholders just as much as institutional shareholders. We have a large number of retail shareholders here today and elsewhere and online. I don't know what it's a big number, and we hope to do you good into the future, even though I won't be there. I hope the company will be. I don't want to leave out healthcare analysts. It's a surprising addition to my thank you list.
Many of the Australian healthcare analysts have been there a long time. Even though they move between companies, they know Sonic very, very well. We love them, even if they have recommendations to sell Sonic. Finally, I want to congratulate two gentlemen. Firstly, Evangelos Kotsopoulos, who's here in the audience. I'm so delighted that Evangelos has taken on the role of Global Chief Operating Officer for Sonic, a position that we have not had until now. Evangelos has been with Sonic for almost 20 years now. I know him extremely well. He's a highly talented person. You can say that Evangelos has led Sonic's strong growth in Germany and Switzerland, which has been our biggest growth area over the last 10-15 years. It's absolutely delightful that Evangelos is in this position.
Finally, to my successor, Dr. Jim Newcombe, I'm absolutely thrilled that the board and Remuneration Committee came up with Jim as my successor. Jim's been with Sonic eight years. I know him well. I'm very, very confident that Jim will lead Sonic to great success into the future. Thank you very much. Finally, it's going to be my pleasure now to hand the baton—actually, it'll be a podium in this case—to Dr. Jim Newcombe for his presentation. Thanks, Jim.
Thank you so much, Colin, for that amazing presentation. A big thank you from me personally for your incredible service and what you've created here at Sonic Healthcare. I'd also like to add my thank you to Evangelos Kotsopoulos for joining the senior global team and look forward to working with you and the rest of the Sonic Healthcare team into the future. It is a wonderful honor to join you as the incoming CEO and Managing Director of Sonic Healthcare today. I want to talk to you a bit more about the Sonic Healthcare difference and what makes a world-leading value proposition from that difference. I'm a pathologist and infectious diseases physician trained in Australia and also completed the U.S. medical licensing examinations.
I've been with Sonic for eight years, most recently as CEO of Douglass Hanly Moir Pathology, as Colin has said, now the largest clinical and anatomical pathology laboratory in Australia. Whilst at DHM with a wonderful team of pathologists and senior managers, many of whom are joining us today, we grew market share significantly and post-COVID achieved strong realized margin on revenue growth. I've also held national and global leadership roles with Sonic, including as account manager for the National Bowel Cancer Screening Program here in Australia. Our value proposition is both simple and incredibly important. We deliver high-value medicine, and that high-value medicine drives growth and financial performance. We deliver high-value medicine embedded in the medical leadership culture, which attracts the best staff and retains them, often for their entire careers, and in turn, attracts referring doctors and patients.
We have a global reach serving millions of people every year with highest quality medicine as a leader in specialized diagnostics delivered at scale and providing a critical community service where we operate. In turn, this high-value medicine drives growth and financial performance through revenue growth as a specialist in personalized precision medicine and serving the increased complex and chronic healthcare needs of our communities. We are driving margin expansion by a focus on specialized testing and realizing the efficiencies from our medical excellence and our scale. All of this is leading to enhanced return on invested capital combined with disciplined capital allocation. I wanted to unpack for you some examples of just how we deliver high-value medicine because I think they're truly inspiring around the world. All of this is embedded, importantly, in that medical leadership culture. It makes us a truly medical practice.
Even despite our size, we all consider ourselves to be working in a medical practice which has that highest purpose and attracts the best people, inspiring them to go the extra mile to deliver high-quality medicine to their communities. In turn, our customers, whether they be patients, referring doctors, governments, hospital systems, are attracted to that high-quality service, understand the passion that our staff have, and that builds the trust and brand value, which is sustained over time, attracting organic growth and also like-minded medical practices for partnership and acquisition opportunities. You, as shareholders, understand that our passionate staff and this loyal customer base has created and will continue to create long-term value through sustained strong financial performance. All of this combined, we call the Sonic difference. It is what makes us different from other healthcare companies. Although it should be common, it's not.
We are very proud, and we will continue it into the future. Our people around the world are at the heart of everything that we do. I was very pleased to travel with Colin and Evangelos recently around the world to meet many of our people in Europe, the U.K., the United States, and Australia. It is truly inspiring to see their dedication, their passion, their commitment to highest quality medicine serving their communities. Included in that group were the Kramer family and the Risch family in Germany and Switzerland, respectively, two multi-generational pathology practice families that have recently joined Sonic Healthcare because they are attracted by our medical leadership culture and what we stand for as a company. I am very pleased to say that they have stayed on in senior management positions in Sonic Healthcare, contributing at that national level and global level to our company.
We are so pleased to have them as part of our group. Our global presence is unrivaled and is worth just going over again. We have a leading position in clinical services, radiology, and pathology here in Australia, and leading positions in pathology in Germany, Switzerland, Belgium, the U.K., and the United States. This enables us to deliver this high-quality medicine at great scale. I wanted to give you some examples of what that means at a more local level as well. In personalized precision pathology, our Gynepath practice in Australia is truly a world leader in providing specialist pathology as a women's health provider to obstetricians, gynecologists, GPs, and their patients. Around the world, we are a leader in highly specialized diagnostics.
For example, in Germany, our medical laboratory, Bremen, which is a leader in advanced esoteric or very highly specialized diagnostics for Germany and attracting referrals from around Europe. In the U.S., our Thyroid Pathology Center of Excellence is second to none, a combination of AP and CBL path and genetic sequencing and ThyroSeq, combining to create the best pathology solutions for thyroid disease, and again, attracting referrals from all around the United States. We're extremely proud to partner with governments around the world to serve their local communities, most recently with the Herts and West Essex Large NHS Pathology Partnership. We are building a brand new laboratory locally, opening next year to serve the needs of that community. Cancer is one of the highest burden diseases, not just on patients, their families, and their referring doctors, but on health systems in general in terms of cost.
We are a leader in this space in cancer diagnostics and in Australia in treatment. We partner with governments to provide large-scale population screening, for example, Cervical Screening London in the U.K., in Australia, the National Bowel Cancer Screening Program, and are a world leader in research and innovation in anal cancer screening, offering new solutions for early diagnosis of this high morbidity, high mortality disease. 100% of cancers are diagnosed by pathologists with pathology practices. We are extremely proud to have around the world subspecialized anatomical pathology practices offering the best solutions for those patients. For example, here in Australia, Sonic Euro DX, a leading uropathology practice offering prostate and bladder cancer diagnoses. Through digital pathology and AI innovation, PathologyWatch is an important diagnostic tool for skin cancers.
We offer targeted cancer gene testing in many different ways around the world, for example, through our HSL Advanced Diagnostics Laboratory in London, offering blood cancer testing. Once a patient is diagnosed with cancer, they and their doctor need to understand the prognosis so they can understand the natural history, the best treatment pathway for them. We are a leader in this space as well. Our radiology division offers the latest in PET CT scans to determine where a cancer is spread. Our Oncotype DX partnership in Germany has leading genetic testing for breast cancers. Around the world, we are a leader in comprehensive genomic profiling, next-generation sequencing of the entire genome of a cancer to best determine the treatment pathway for a particular patient with a particular cancer.
In Australia, we are so proud to have the IPN Medical Centers and a leading network of skin cancer clinics offering cancer treatments. This high-value medicine has driven and will continue to drive our growth and strong financial performance into the future. Our revenue history is really remarkable and will continue to grow into the future, both in Australia and internationally. The reason for this is that we have benefited from and continue to benefit from strong inherent growth drivers in our markets. We are truly a cornerstone of modern medical practice in terms of our diagnostic abilities, now more so than ever in the way that medicine is practiced and are considered nationally critical infrastructure where we operate. We are serving in our markets aging populations and increased complex and chronic healthcare needs.
We are creating new markets, including the medically guided customer market where physicians guide patients for their best pathology needs, whether that be in Germany through Mindirect Labor or TDL Tinis in the U.K., where patients can collect the pathology in the comfort of their own home. We are also a leader in personalized and precision medicine, for example, pharmacogenomics, sequencing a patient's DNA to understand their own personal reaction to a specific drug, for example, in the psychiatry space. In microbiomics, we are very proud to offer patients the keys to unlock their gut health. All of this points to a trend globally to more complex, higher-value diagnostics at which Sonic Healthcare is a natural leader.
In addition, we attract like-minded medical practices like the LADR or Kramer Group and the Dr. Risch Group mentioned earlier who wish to join us and further enhance our high quality and our growth. In addition to top-line revenue, we are focused on realizing the efficiencies from our scale and have a strong focus now and moving forwards on growing our earnings per share and our return on invested capital through targeted cost-based control and innovation, investing in laboratory automation, in digital pathology and AI, and leveraging the benchmarking and standardization that we are able to take globally and apply it locally. We have dedicated, hardworking integrations teams who are realizing the synergy from our acquisitions in Germany, Switzerland, and the United States. To summarize, Sonic Healthcare is a world leader in high-value, highest quality medicine. That high-value medicine has driven growth and will continue to because it attracts the best staff and, in turn, referring doctors and their patients.
It places us at the forefront of innovation. It increases our market share organically, especially in the high-end specialized market, and allows us to realize the efficiencies from our own medical excellence and our global scale. Thank you very much for your attention. I look forward to working with all of you.
Thank you very much, Colin and Jim. I think they both deserve another little round of applause for two terrific presentations. We, as owners of the company, as shareholders and those who work in the company, but most importantly, I think our referring doctors and the patients who we have the privilege of sharing the care with are very privileged to have such great leaders in Sonic and its history and in its future. We can all be very comforted and confident in that.
One of the things I did want to touch on is that, and I'm going off piece, so the Company Secretary will worry because I'm not following the script, is about legacy and honoring 32 years of extraordinary leadership and extraordinary company building. There are many things that are already happening around the company, and Colin's been quite appropriately lauded by many Sonic people across the world as he's been handing over to Jim and making visits. There is more of that to come. That is absolutely appropriate, and more is better. Two things I thought I might just touch on from a board perspective that shareholders and others might find of interest. Secondly, the board's resolved to do two things.
One is to agree to continue to support in a very formal way, and there'll be some more detail about this in due course, education scholarships in the area of medical leadership and healthcare leadership so that we can continue to develop the up-and-coming leaders in Sonic and across the world, generally in healthcare in this very special area and very important area and very successful area of medical leadership. The second thing that we've done is a bit more tangible. From Colin's presentation, he talked about the fiery birth of Sonic at Douglass Hanly Moir. I will use the metaphor of the crucible, which is where Sonic and indeed where Colin was forged in flame in terms of his role. And Douglass Hanly Moir as a pathologist initially and then as Chief Executive and then Chief Executive of Sonic.
The board has also resolved that we will honor Colin by naming the building of Douglass Hanly Moir, our big lab out at Macquarie Park, as the Colin Goldschmidt Building, exact title to be described. We will have a proper event and things in due course. There will be a lasting memory of the person who really founded this place, who was forged in the fire and has given us these great shoulders on which to stand as we head into the future. Colin, congratulations again. Thank you very much. We now have time for some questions. I'm looking to the company secretary if there's any. We might deal with any on the floor first. Nothing on the screen at this point. Questions from the floor? Any questions for Colin? Or for Jim? I'm happy to take questions. Or of a general nature.
Good morning.
As always, thank you all for your time today and throughout the year. Clearly, on a day of reflection for Colin, thank you for your efforts. I could say a lot more, but I'll leave it at that. Today is a day of reflection, looking back, which we've done well. Also, we need to look forward. My question is in the context of looking forward to Jim. Previously, at AGMs, I've asked the question about artificial intelligence and where we are with that. Clearly, in the last 12 months, that seems to just be going ahead further and further. Can you answer these two questions? Can you talk about the usage rollout or what have you of AI going forward?
Where do you see or what do you think you'll be saying to us in five years' time about what you've achieved in that time?
Thank you for the question. I think in terms of AI, there is clearly a place in pathology for AI, but not just in terms of what we've talked about a lot is PathologyWatch, for example, which is an AI tool applied to anatomical pathology. That's being rolled out at pace in Australia and in the U.S. and in Australia and is a wonderful tool to improve the quality of what we do as well as efficiencies. We are also looking at other AI tools within the laboratory and trying to embrace that. The future moving forwards for AI is going to move so quickly in the next five years, it's very hard to say what that looks like.
What we're always focused on first and foremost is the quality of what we do. If there is a quality dimension to it, that needs to be there to add medical value. If it adds medical value with a medical leadership culture and adds financial value as well, then that's where we want to be aiming. That's the kind of thing we will invest in into the future. That's what we'll continue to talk about to shareholders.
Thank you.
Thank you very much. Thank you for your question. There was a question down there that I just cut off at the pass unintentionally.
I'm sorry. It's not for Jim or Dr. Goldschmidt, but yep. Thank you. If I've noted things correctly, Alba, one of our company's non-executive directors, recently purchased shares on market. Professor Crowe paid the lowest price when she purchased over 2,000 shares at AUD 2.12.
Congratulations.
This might have been a bit more than AUD 2.12.
Sorry, AUD 21.12.
All right, Mr. Opportunity.
This is part of what we want to see from our directors. When we see non-executive directors buy market, particularly in such numbers, you clearly perceive value. I agree. Sonic seems like good value, maybe exceptional value at the moment. A key role of all directors is to efficiently allocate our capital. It seems that you're allocating your own capital astutely. The most recent buyback announcement was short. It was late October 2022. The highest price paid was $37.45, and the lowest price paid was $30.10. Over 12.5 million shares were repurchased in total, if I'm getting my numbers correct here. I'd like to address a two-part question, if I may, to Professor Crowe, who allocates money so astutely.
What is a key determination in determining the price Sonic is willing to pay when repurchasing shares?
It might be a better Suzanne's welcome to comment, of course, or it might be a better question for the Finance Director. Chris, have you got a—.
Yeah, look, can you hear me? Yeah. I think you're probably right with those numbers. It was about AUD 425 million, I think, we did in the buyback back then. Obviously, with the benefit of hindsight, it would have been nice to be spending that money at today's price. Look at something when we're allocating capital, we look at acquisitions. We look at the returns we can get on the acquisitions like LADR or the Cairo, which we've just done recently.
It is a balance between whether those acquisitions are going to give us a better return or whether we think the return on buying back shares is going to give us a better return. That is something the board, excuse me, considered from time to time. We will continue to do that and look at options. Capital management is always very high on the agenda of the board. Does that answer your question?
Pretty well. I mean, part of the challenge, of course, at the moment is because you are close to your debt targets or the debt levels that you want, your hands are somewhat tied. Also, surely that means that when you allocate capital, you have to allocate it courageously, really. That generally means holding back some money in reserve for when you get these opportunities if they are indeed amazing at AUD 21.12.
Perhaps even the progressive dividend policy is not appropriate because it is possibly restricting your capacity to buy back shares.
Look, maybe I'll just add that, and this has already been made public in some presentations, we also are considering potentially some sale and lease back on our property, which gives us a bucket of capital. It is something like AUD 1 billion worth of property that sits on our balance sheet right now. If it was sold and leased back, the yield on that is probably around about 5%. That is another opportunity to free up some capital on the balance sheet. You are right, all of those things, the dividend levels are all considerations.
The growth in our profitability should improve our capacity and reduce our debt to where we are just in the course of this year. It's a good question, but I think we've got a pretty good handle on the tiller right now.
There's a lot you do exceptionally well operationally. Absolutely. Congratulations, Colin. Thank you for what you've done.
Thank you for excellent observations and the questions. We appreciate it. Very happy to have a cup of coffee afterwards. Thank you very much. Other questions from the floor? Sir.
Thank you. Great presentation. Are you thinking of expanding? I noticed there's no expansion in Asia. Are you thinking of expanding in Southeast Asia and Asia and possible hospital acquisitions? That's the other question.
The brief answer is no and no, I think. We always look at opportunities, obviously, for acquisitions.
We're an acquisitive company as well as an organically growing company. There's much to do in the jurisdictions in which we already sit in terms of Europe, U.S., U.K., etc., and things that we look at around what are our local connections, sovereign risk, payment systems, talent, a whole range of things. We don't want to try and cover the world to the depth of a millimeter. We're good to stick where we are, understand where we are, understand the people, the way it works. I think there is nothing on the horizon for us to move into the areas that you've suggested, and certainly nothing for us to move into areas of hospital ownership or such at this point.
As steady as she goes, I think. Sir.
Thank you for giving me the opportunity. I've got two questions.
First is the pathology and diagnostics is subject to a lot of regulatory risk and reimbursement risk. Can you give an idea going forward how you see those risks evolving? Are they going to get worse, or is the government going to be nicer to us? I guess that's especially in Australia. I'm not too sure what happens overseas, but here they sort of I think they're looking to privatize a lot of general practitioner practices and things like that. My second question is you operate in a lot of countries around the world, and I'm just wondering if you could give some sort of overview of the currency hedging that you do. You've got you're dealing in euros, British pounds, American dollars, and Australian dollars, and probably other currencies I haven't heard of.
Just what you view, maybe your functional currency, is that really you're looking to Australian dollars for profit, or is it American or whatever?
It's not Trump coin. If I could just offer a quick comment about regulatory environments, then I might ask if Colin or Jim wanted to add, and then perhaps Chris on the currency issue. In Colin's presentation, he used the term that we are critical infrastructure. I think the governments, including the government of this country, realize that the private operators like Sonic, not only in pathology but in primary care and in private hospitals and so on, are too big to let fail. They've got to be properly reimbursed over time. Governments are sometimes reluctant to do that.
The harsh reality is that we are so important in terms of the healthcare of the nation and the other nations that we serve that governments must pay attention to that and support that. It's tight. It's always difficult. Reimbursement's always a big issue. It's a big budget issue for governments. We need to continue to prosecute the cause because governments realize that we are too big to fail for them to let us fail. I think we have to just continue to have those very interesting discussions that happen at industry association level and government level and individual level to continue to push the right reimbursement for the value that is created for the healthcare of the nation. I don't know if Colin or Jim wanted to.
Yeah, I could just add a few points. We've faced regulatory issues since the beginning.
It is correct that we are in an industry that is subject to government and healthcare insurers, sickness funds, etc., the whims of them. We have managed very well through that period. It's interesting, I think you're referring mainly to Australia with your question. In Australia, the government is slowly coming to a position whereby pathology testing should be indexed like every other medical specialty. We are the sole exception that has not had indexation like any other business or any other healthcare sector. Commencing 1 July of this year, one-third of all our tests, one-third of the schedule is now indexed like every other medical specialty. We are hoping that in the next few years that will extend to the full schedule. This is how it evolved in radiology. For example, it started with a third and then went to the full.
When that happens, I think that's going to make a big difference. I think they have woken up the government about the Medicare fee schedule because, as most of you in this audience know, the pathology you get is basically done at bulk bill level, meaning there is no gap. Some of our competitors are not coping very well after so many years of no indexation. We're doing okay. I think that the position is probably slightly positive in the Australian context. There's probably not enough time to go into the individual situations in our other countries. The U.S. is totally different the way it works. I think it's a little better than it is here. Germany is very similar to Australia, but a different kind of system. Switzerland is, again, different again.
Just the bottom line of this is that we manage through this mainly by getting efficiencies and growing our market shares. It's worked well, and I don't expect it to be any different going forward.
Thanks, Colin.
Chris, do you want to talk about the natural hedging? You want to talk about the forex?
Yeah, look, running our treasury operation is quite complex, but in terms of hedging, it's actually reasonably straightforward and simple. It's effectively us borrowing in the same currencies that we have assets. In the case of Switzerland, we'll borrow Swiss francs. We've got a liability and asset that are in the same currency, so there's no complications with hedge accounting. It's quite a simple process. It's worked well for us for a long time.
Thank you for the question. Other questions from the floor? Mr. Jackson.
There's a microphone coming, Colin.
I just ask, I'm interested in the USA, and it's a material part of the Sonic inventory of businesses. It's also a very volatile political situation over there with the issues relating to huge increases in insurance, access to care. I just would like a view from anybody about what you feel about the situation in America, if there can be any feelings about it at all, or is the answer, who knows? Over to anybody. Thank you.
I might ask Colin to come in here because he was there most recently, so he gives the most up-to-date v iew.
Thanks for the question. A substantial part of our business is in the USA. As far as the political environment goes, we have not really felt any impact at all. It's a different market for us.
If we're talking about Sonic's operations in the U.S., it's more about how we fit in with two big players. I didn't mention in my presentation that we're the third largest pathology company in the world. We're certainly the biggest international company in the world, but the third in the world, the two biggest are in America, Quest and LabCorp, and they are giants. Sonic, being the number three player in the US, we're in a different competitive dynamic compared to other countries. No effect from the political changes that have occurred recently, more about how we compete, how we structure our businesses, what are the inter-referrals, how do we structure our what we call clinical pathology versus anatomical pathology. These are more relevant issues to us. In terms of the way pathology is reimbursed, it's a complicated system, much more complicated than Australia.
It's largely through insurers, but also there's Medicare and Medicaid, U.S. Medicare and Medicaid. We work within that system. There's been talk about the so-called PAMA fee cuts, which are potentially on the horizon, but we're quite confident that these are going to be delayed again. They've been delayed five years in a row. The very latest update that I've got is that they have been postponed until the end of January because of the government shutdown. Following that, there are now fairly optimistic signs that this is going to be put off. I think in the U.S., there's a recognition that these cuts are just not going to be appropriate for essential services like we provide.
That help, Colin.
Thank you. Thanks for the question.
Any other questions from the floor? I'll just check with the company. Is there anything on the screen?
There's one on the screen, so we might just take that from a shareholder who's not in the room.
There's a number here, Mike. The first one is from David Limbern and Fiona McDonald, who asks, "Can you comment on the pipeline of potential acquisitions that may further add to growth in the next two to three years? And in particular, why have there been no acquisitions in Asia?" Mike, I think you've probably answered the second one already, but.
Yep. Thank you for the question. In terms of the pipeline, the board has an active schedule of potential acquisitions that it examines at each board meeting, and we discuss them as appropriate. Sometimes things are many years in the planning, many years in the discussions with potential acquisition.
I mean, I think some of the ones that we mentioned today, there've been long conversations over many years to get to the right point. Those things do—there's a nuanced negotiation and discussion over time. Sometimes things pop up somewhat unexpectedly, and we're able to—in a position where we can move quickly. I think we're obviously not going to publish the list of the things in the pipeline, but shareholders should rest assured that we're constantly looking. Indeed, because of the medical leadership culture that we've spoken about so much today, the quality of pathology practices and radiology practices and primary care practices that come to Sonic to say, "We like what you're doing. We operate that way. Should we have a chat?" It is a very active and dynamic thing. Some things take a long time.
As executives in this room know who are involved in that in a detailed way, there's sometimes a long dance before we get to a point where we all want to work with each other. Thank you for the question. Another one, Paul, we might.
Yeah. Next question is from Stephen Mayne. Colin, this one will be for you. Thank you to Colin for his incredible performance building Sonic over the past 32 years. What does Colin believe are the three best decisions he made during his time with the company and his biggest regret?
We'll just turn his microphone off now.
Paul, I have to decline this question. Impossible to answer. Okay. Seriously, to ask me three--did you say best?
Best decisions? Yep.
Three best decisions. Best decisions. I mean, some of the decisions, I couldn't put in three best decisions.
It probably relates to people, and there would be more than three. There'd be probably 30 or even more. Biggest regret might be one to think about. That's why this question has stumped me for a change. I've normally got plenty to say about questions. This one gets me. Thank you, Stephen Mayne, for asking an impossible question. I don't have many regrets over the 32 years. Fortunately, I think that's a wonderful position to be in. There's nothing at a personal level. There's nothing dramatic that I can look back on and say, "Wow, why did we do that?" There just isn't anything like that. I can point to some of the good decisions we made, which were to not go ahead with acquisitions, for example, because many people know Sonic for the acquisitions that we do.
Many people will say, if they knew, that Sonic is really what it is for the acquisitions that we did not do. Saying no to an acquisition, while it sounds negative, could be one of the best decisions. I am not going to give examples because nobody knows what they are, and I am not allowed to disclose them. There have been some big no's along the way, which have been very significant because it is interesting, even though you might be upset in some way that we did not do that deal, it turns out that they were a godsend. That is all I can say about this question. Very difficult one.
I will do my best Colin Goldschmidt impersonation and offer an answer to Mr. Mayne's question. I think the three best decisions, one was to take up the CEO role of the company 32 years ago.
The second decision was to stay so long and build such an extraordinary thing. The third was to nurture and develop such an extraordinary group of medical leaders throughout Sonic that makes sure the company's in great position to handle the post-Goldschmidt era and continue to grow. In terms of regrets, I'll simply paraphrase Frank Sinatra and say you've had a few, but too few to mention. Other questions?
Yeah. A follow-on question from Stephen Mayne. This one's for you, Mark. Now that the CEO succession has been sorted, where are things with chair succession? Professor Mark Compton has been chair for a decade. Is he intending to seek another three-year term when his current term expires at the 2026 AGM? There is a follow-on question.
Did you ever get to the bottom of why there was a 13% vote against Kate Spargo's re-election last year, as this was never properly explained and no proxy advisor recommended against Kate?
To answer the second part of that question, Stephen, first, no, I don't know why there was a 13%. We obviously have regular meetings with investors, with proxy advisors, and so on in the lead-up to AGM once resolutions are out and rem reports and things are there. No adverse comment was raised, nothing. I have no idea where that came from. I'm sorry, I can't answer that. In terms of chair succession, look, that's a conversation for the board that needs to go on. Yes, my current term expires at the end of next year.
That will be a matter, I think, to discuss within the board and what the board's view is at the time. It would be improper for me to have a view at this point as the incumbent. Other questions?
Last one on screen. This is from Adam Vernewe and probably best addressed by Chris, but it's quite a detailed question. Sonic's German and U.K. sites use gas mainly for heating and have seen increased natural gas prices due to short supply caused by Russia's invasion of Ukraine. The company said some of the sites have been converted to electricity and further initiatives to reduce gas are being explored. In Australia, sharp price increases are highly possible as the East Coast gas market is predicted to face a shortfall in supply by 2026 in states where Sonic has numerous facilities, exposing the company to gas price increases. Question.
Can you provide an update of your progress switching your European sites from gas to electricity and if you think it is prudent to transition off gas in Australia given the risks just mentioned? Easy one for you, Chris.
Twenty-five words or less. I'm not sure that I'm qualified to answer this one. I'm wondering, do you have a view on that, Angelos, given that you oversee our German operation? You get a microphone. The microphone for Angelos. This is very detailed indeed. After the war started, we did indeed transition away from gas purchases as far as possible. In many infrastructures, the gas supply cannot just be switched and something plugged into the socket. Where we could, we did.
However, in the country itself, this gas price explosion has calmed down a lot after governments switched away from Russian gas and to LNG imports and these other things. The problem has become a little bit less prominent. More importantly, we've also switched all the electricity supplies to green energy where we could. As the country is 60% + renewable supplied already, that has had a really, really positive effect on our ESG stats too. We're quite pleased with how it's gone. We don't think it's a big risk at the moment that this will jump back up.
Thanks. Thanks for being with us. All clear on the screen. Thank you, Paul. Any other questions in the room? Down the back, sir. Thank you.
I think it's also the question how to open up the overseas market. I just saw your presentation.
The latest market is Poland. Some markets like Asia, the Asian problem is Japan. You did not try to explore it. Probably different medical system. How about Singapore or Hong Kong, especially Hong Kong? Because Sonic Healthcare, the pathology is very good. Most of the rich mainland Chinese, they try to go to Hong Kong to do a lot of pathology tests. Maybe some rich Asian like Malaysian or Thailand people, they also move to Singapore to do these tests because they trust. Why did you not try to explore Singapore? I mean, build up a little pathology clinic in Singapore or Hong Kong or Japan. Why also concentrate on America and Europe? No Asia at all.
Yes. Thanks for the question. This does go back several years.
In fact, closer to the beginning of the turn of the century when we went offshore, Chris and I actually came up with a list of criteria that would be suitable or that would make moving into a country suitable. It was a long list, about 15 points, and they were not all weighted the same. I take your question and I agree with it entirely. At the moment, we are in Europe, North America, and Australia. Yes, we have now inherited a small business in Poland, which is a suitable market for us based on those criteria. We have had a brief look at Hong Kong and Malaysia both. Our decision, and this is quite some years ago, probably 10 years ago now, was that the systems were not quite appropriate for us weighed against this list of criteria.
I'm sure that in time, we will be considering Asia. Future leaders will be when the markets are right for us. One of the issues with Japan, for example, is the language. We've got to be able to communicate with people in the country. Not many people speak English in Japan. We don't speak Japanese. As opposed to, say, Germany, where just about everyone speaks English. It has made it very easy. You go to Switzerland and everyone speaks English. This is a very important issue for us given that we are buying goodwill. We are not buying a product. We are buying a service and goodwill. We need to make sure that we can keep the business going after we've bought it. In time, I'm sure this will happen. I think we've made the decision right now that at the moment, Asia is not quite right for us.
We've got such growth opportunity in Europe and North America that's keeping us very busy. That's the answer to this point.
Thank you for your question. We also had some questions submitted by the Australian Shareholders Association, which I might just quickly touch on a couple of them. Because of travel difficulties and other things, their representative wasn't able to join us today. I'm just going to paraphrase a couple of the questions. Many of them, most of them, in fact, have been dealt with either through the remarks I made or the presentation that Colin made and in answering other questions. Let me touch on them. One was about acquisitions and about value that comes from acquisitions that the company makes and then led to a question about our guidance for FY 2026.
We have reaffirmed our guidance today, as you know, and had done some detail behind that. There is a question about the issue of new shares as part of the remuneration awards to executives and staff and the questions about buying back shares on market. Why do we not do that? In fact, we do do that from time to time to satisfy equity awards, but balanced against the impact on gearing and other factors as well. There was a question which effectively was comparing our radiology business in Sonic with that of Promedicus and why Promedicus has got a market cap of three times that of Sonic. Of course, the two companies are quite different. Promedicus is a radiology software business rather than a radiology provider of care and service. That is probably not the best comparison.
Rest assured, the other part of the question is, what are we doing about growing radiology? I know that Julian Adler, who leads Sonic Imaging and his team, are doing a lot to grow radiology within the bounds of competition law and other things. There was a question about the succession process for the Chief Executive, which I think I've answered in my remarks earlier. There was a question out of the remuneration about the issue of options as part of remuneration package about the LTIs. Kate, did you want to answer anything about that? You've seen that question.
Yes. I think the question related to the fact that we award the LTI where the hurdles are satisfied in 50% options and 50% performance rights. Some companies will award this LTI in all performance rights, which is quite common.
We still believe in the 50/50 split of options and performance rights because where you do get, it does incentivize growth in the share price. We think it's a balanced approach to rewarding our executives.
Good. Thank you, Kate. That concludes those questions. I thank the ASA for the questions and their interest. I'm sorry that circumstances beyond their control have prevented them from being here today. Are there any other questions in the room? Otherwise, we might move on with the formal business of the meeting. Anything on the screen, Paul? Nope? Okay. Thank you very much. Thank you very much for those questions. We always appreciate them and welcome the discussion that they generate. It's now time to move to the formal business of the meeting. The notice of meeting has been made available to all shareholders and is available on Sonic's website.
I propose to take the notice as read. As I mentioned before, you may submit or ask a question on any item of business via the online platform at any time during the meeting. Shareholders attending in person will also be given the opportunity to ask questions during the meeting, which we've just had. The poll on all items, as you know, remains open until I announce it as closed. Proxy results for all items of business being voted on today will be displayed on the screen as we consider each resolution. I also note that in response to a shareholder question and recommendation last year, and I think it was Mr. Mayne, as I recall, we've actually released the proxy results as at the beginning of the meeting to the market this morning. Everyone had an opportunity to see where the proxies landed.
Of course, before final votes by shareholders in the room or those here in person by proxy or by attorney, I note that I will read out each formal to the meeting. The proxies have been reviewed by our share registry, Computershare Investor Services. We thank Doris Grave and the Computershare team again for being here and providing great service for the company and managing our register. I note that I have cast undirected proxy votes given to me as Chairman in favor of all resolutions. The first item of business as per the notice of meeting is the receipt and consideration of the financial report, Director's report, and the auditor's report of the company and the group for the financial year ended 30 June 2025.
If you've not already done so, please submit or prepare to ask any questions you might have regarding the financial statements and reports. I've mentioned earlier our auditor from PricewaterhouseCoopers is here if you have any questions for the auditor. We will first address questions on the accounts from the floor, followed by online questions, and then any audio questions. Are there any questions on the accounts? For those online, I'm lo oking around the room. There are no questions. Anything online, Paul? There was a question online.
Two questions online. The first one is from Miles Cody, who asks, "Yes, we have a progressive dividend policy, but the payout ratio was 99.4% last year and 101.8% in 2025. Without sustained growth in EPS, is this policy at imminent risk?
How high will you allow the payout ratio to go before you start to cut the dividend? I'd suggest Chris probably take this one.
Yep. Thank you. Yeah. Thanks, Paul. Look, those were two unusual years. We're keen on keeping the progressive policy, and we had the balance sheet capacity to be able to make that happen. In the previous years, the ratio was very low during the COVID years where it was in the order of 30%. Look at the growth in revenue and the growth in profit will hopefully drive our ability to continue our progressive policy, but that remains to be seen. Certainly, the board's view is that we'd like to maintain that policy, but I don't think we can really comment about next year's dividend at this point.
Thanks, Chris. Other question, Paul?
Yeah.
The next question is from John Sadler and Anna Sadler. I suggest this one's for Colin. Labor's share of revenue has risen over the past years from 45.6% - 48.7%. Is there a plan to stabilize this as labor is a major operational expense and impacts profitability and returns to equity ho lders?
Yes. The answer is yes. All our labs around the world and radiology, we spend a huge amount of time on labor cost. It is our biggest cost by a long way, close to 50%. I think we're all conscious around the Sonic world that highest efficiencies can bring that number down. It's always been the goal to focus on that.
I've always said in the lab game in pathology, a good manager has to just be vigilant all the time about labor and looking for innovation and new ways to reduce and become more efficient, which we've been very successful at over the years. Just a final point. In the post-COVID period, there was an increase in that proportion of labor to revenue. We conducted a global initiative to bring it down and right-size the company. I believe we're basically there, but we will continue in that quest to keep it as low as possible. It's obvious that it drives bottom line more than anything else.
Good. Thanks, Colin.
There's a follow-on question from the same shareholder, probably also for Colin. Return on equity has halved in the last couple of years and is now down to approximately 6%.
Is there a plan to increase this back to the 12% that Sonic has been able to achieve in the past?
In the management team, we are talking a lot about driving net profit and earnings per share growth. I think in FY 2026, as per our guidance, that will occur. As I said, the post-COVID years were difficult for Sonic in terms of cost in general, and particularly labor cost. This was not just confined to Sonic. I think given the amount of service we provided during the pandemic, there was a residual effect which has now been cleared. With respect to return on equity or return on invested capital, I think the position is going to be improving dramatically commencing this year.
Thanks, Colin. Anything else on the screen, Paul? Thank you. Any other questions in the room on the accounts?
If not, I'll move now to the formal resolutions. Resolution 1 is an ordinary resolution which reads as follows. That Professor Christine Bennett, who retires in accordance with Article 71 of the company's constitution and being eligible, offers herself for re-election, is re-elected as a director of the company. Christine's biography is included in your notice of meeting. Christine is a non-executive independent director with a broad range of skills and deep experience in healthcare leadership, policy, and ethics, as well as diversity and governance. Professor Bennett is a member of the Risk Management Committee. I now invite Christine to speak to you and answer any questions you might have. Christine.
Thank you, Chair. Good morning, everyone. I'm Christine Bennett, and I'm delighted to offer myself today for re-election.
As Mark said, I've served as an independent director for the last three years and also on the Risk Committee. As detailed in my curriculum vitae in the notice of meeting, I bring to the board over 40 years of diverse experience in healthcare, combining clinical, commercial, and extensive governance experience. I have particular interests and expertise in clinical governance and risk management, digital health and ethical use of AI, government policy and health reform, and translating research and innovation into health and commercial outcomes. I've been incredibly impressed by learning about Sonic globally over the last three years and its important role in healthcare here in Australia as well as in Europe, the U.K., and the U.S. Pathology and diagnostic imaging are, to me, critical specialties in medicine and provide the foundations for effective, high-quality healthcare.
Sonic's medical leadership philosophy, which you've heard a lot about today, the federated model, and the world-class expertise that we have position this company to take advantage of continuing innovation and invention, pioneering new horizons in diagnostic medicine, many of which Jim included in his presentation today. My sincere congratulations to Colin for his outstanding achievements as MD and for his passion and commitment as a medical leader. He's built a world-class team, and I look forward to working with Jim, Evangelos, and the global team while building value for a leading global healthcare provider while building value for our shareholders. It's an honor to offer myself for re-election today, and I'm proud to be part of one of Australia's leading and most dynamic healthcare companies. With your support, I look forward to continuing to serve shareholders as a member of the board of Sonic. Thank you.
Thanks, Christine.
Are there any questions for Christine? There are none from the floor. Any online? There is one online. Thanks, Paul.
Shareholder Miles Cody asks, "Shareholders in the market are looking at the chronic lack of earnings growth over time despite dozens of acquisitions that flatter the top line. Return on capital is falling over time and below cost of capital. Christine, in your view, what will it take to turn this business around?"
I would say that one of the things that strikes me is that some of our investments have been strategic investments that will take some time to see that return and that we're positioning for this shift in diagnostic medicine. Obviously, it's a complex geopolitical environment that we're living in as well.
I think actually I'm really looking forward to the opportunities that Jim said as we see this incredible change into personalized medicine, the use of data, the use of new technologies, genomics. It's going to over time. I think this is why I want to emphasize that we are at that forefront. We can harness the global expertise and some of the things that we're already invested in, like PathologyWatch, ThyroSeq, and others that Jim went through as well. It's a big question, but that's something I guess I'd like to focus on and say is an important response to the year-by-year growth. Some of this will actually take time.
Thanks, Christine. Thanks, Mr. Cody, for the question. No other questions online and nothing in the room.
The proxy results for this resolution are shown on the screen and will be recorded in the minutes of the meeting. I note that there are some 345,647 votes that are in the hands of the chairman. I'll be voting those in favor of the resolution. Resolution 2 is an ordinary resolution which reads as follows, that Dr. Katharine Giles, who retires in accordance with Article 71 of the company's constitution and being eligible, offers herself for re-election and is re-elected as a director of the company. Kathryn's biography is included in your notice of meeting. Kath is a non-executive independent director who brings to the position medical expertise, investment experience, and a strong background in medical innovation and healthcare technology. I now invite Kath to speak and answer any questions you might have.
Thank you, Mark.
It's an absolute honor to speak to you today and seek re-election to the board of Sonic Healthcare. Over the past three years, it's been a privilege to contribute to an organization that exemplifies the highest standards of medical leadership, service excellence, and corporate integrity. As both a doctor and a company director, I remain deeply aligned to Sonic's purpose, enabling clinicians to make informed decisions so that patients get the right treatment the first time. This commitment to quality and patient care sits at the heart of Sonic's enduring success and continues to inspire my own professional endeavors in advancing medical innovation. Throughout my tenure, I've witnessed Sonic's remarkable resilience and growth in the face of global uncertainty. The organization has continued to strengthen its reputation for clinical excellence, operational discipline, and sustainable performance.
I am particularly proud to have contributed to discussions on emerging technologies and innovation, areas that will be increasingly important as we navigate the next decade of the healthcare evolution. Looking ahead, I believe Sonic's federated model and values-driven culture remain our greatest competitive advantages, as Jim elucidated the Sonic difference, enabling us to combine global scale with deep local presence and commitment to the communities we serve. If re-elected, I will continue to apply my experience as a clinician, founder, and CEO to support the board in identifying and managing opportunities for innovation and growth while maintaining our unwavering focus on quality, trust, and service. Thank you very much for your consideration.
Thank you, Kath. Questions for Dr. Giles? Anything on screen, Paul? No? Questions in the room? If not, thank you.
The proxy results for this resolution are shown on the screen and will be recorded in the minutes of the meeting. I note in the open proxies there are some 407,153 in favor of the chair. I'll move to the next resolution. Resolution 3 is an ordinary resolution which reads as follows, that Ms. Nicola Wakefield Evans, AM, who was appointed as a director during the year and who retires in accordance with Article 69 of the company's constitution and being eligible, offers herself for re-election, is elected as a director of the company. Nicola's biography is included in your notice of meeting. Nicola is a non-executive independent director who brings a wealth of international business and leadership experience, particularly in mergers and acquisitions and in sustainability. I'll now invite Nicola to speak and answer any questions you might have. Thanks, Nicola.
Thank you, Chair.
Good morning, ladies and gentlemen. It's a privilege to be considered for election to the Sonic Healthcare Board at this annual general meeting. I am delighted to speak in support of my election. I would like to make the following points about how I can contribute to Sonic. My main roles at the moment include as a non-executive director of the ASX-listed Viva Energy Board and the Australian Government Clean Energy Finance Corporation. I am also a guardian of the Future Fund, Australia's sovereign wealth fund, and I chair MetLife Insurance in Australia. I have nearly 40 years' experience as a corporate finance lawyer, where I am qualified to practice in Australia, Hong Kong, and the United Kingdom. I have also lived and worked in Asia and North America during my career and have worked with many global businesses across a number of sectors.
My global experience in senior leadership roles as a corporate finance lawyer, experienced senior executive, and non-executive director allows me to have an appreciation of the complexity and diversity of the global markets that are relevant to Sonic and enables me to contribute effectively to the board's oversight of Sonic's operations and growth strategy. I also have deep technical knowledge across many sectors, including critical infrastructure, that are relevant to Sonic Healthcare, and I have a deep understanding of the listed company environment, corporate governance frameworks, and the regulatory environment. My exposure to many high-performing organizations during my legal career and as a non-executive director has enabled me to understand the importance of having a great culture and values, which Colin and Jim have spoken about today, and importantly, organizational resilience. I believe that I can bring this experience to my work on the Sonic board.
Sonic has a great board with a broad mix of skills, diversity, and experience, and I'm thrilled to be part of it and this very dynamic Australian company. Thank you for considering my election. I can assure you that I will continue to dedicate both the time and commitment to fulfill my duties to Sonic and its shareholders. I therefore offer myself for election to the board of Sonic and very much appreciate your support. In closing, I want to thank Dr. Colin Goldschmidt for his outstanding contribution as CEO of this amazing Australian company. I think that's one reflection I would like to make when you look at Sonic's contribution to the work it does on a global basis. There are very few Australian companies that can claim to do what Sonic has been able to achieve in the 32 years that Colin has been the CEO.
I really want to wish Colin all the best for the future and to thank you.
Yeah. Thanks, Nicola. Are there any questions for Nicola from the room? There are none. Any online, Paul?
No.
Last chance. Thank you very much. The proxy results for this resolution are shown on the screen, and we will record in the minutes. I note in the open proxies some 346,946 were given to the chairman to deal with. As I indicated earlier, we're voting for the resolution. Resolution 4 is an ordinary, though non-binding, resolution which reads as follows, that the remuneration report for the financial year ended 30 June 2025 is adopted. As you are aware, remuneration reports are topical and sometimes controversial, given the application of the two-strikes rule, which is described in the notice of meeting.
There will always be differences in views on individual elements of the report and the pay structures it describes, but we'd ask that you consider the report as a whole, as well as the performance of the company and its management team. I'll ask Kate Spargo as Chair of the Rem and Nom Committee to address any questions from shareholders regarding this resolution. Are there any questions from the floor? No. Thank you. Online. Thank you, Paul.
Yeah. We have a question from Miles Cody. As a long-term shareholder, the obvious challenge with this business is not one of revenue growth. It's clearly the challenge of growing earnings. EPS this year is the same as in 2017. The share price is also back where it was in 2017. I would say that the market is sending Sonic a clear warning that growing revenue is not enough.
What will today's management do to turn this business around?
Not sure that that's a question for me on the remuneration report, but is there a remuneration type question there, or is it more about performance?
Not really about remuneration questions, but performance. Look, I think thanks to Mr. Cody for his question. I think that in a number of the presentations, my remarks, and the comments of others, we've made it very clear that we are also disappointed with share price performance and the need to focus on returns, however measured, and that Dr. Newcombe as the incoming Chief Executive with Mr. Kotsopoulos as the Chief Operating Officer and the others on the global executive team are absolutely laser-focused on looking with fresh eyes at the business as to what needs to occur to boost those earnings and returns by whatever metric back to much better levels.
We all want that. We all desire that. Shareholders should feel confident that the Board and the senior management of the company are absolutely focused on doing that. We've indicated our guidance and reaffirmed that today for FY 2026, which is a happier picture in terms of growth, including, I think, an EPS uplift of about 19% based on the guidance. We agree with the assessment in terms of the level of returns and where they're at now. We ask for the confidence of shareholders based on what we've said today and at other times that we're absolutely focused on that, and the management team is thinking about it every waking moment.
Perhaps, Chairman, if I could just add that the structure of the remuneration for Dr. Newcombe has been based around putting significant priority on the outperformance metrics and significant loading on the at-risk remuneration that he might receive. I do know that Jim is very focused on returns, and we are optimistic to see how that comes through.
Thanks, Kate. Any other questions on the remuneration report?
We have a question from Stephen Mayne, who thanks us for publishing the proxy summary prior to the meeting, as Mark mentioned earlier. He notes that there was a modest 9% vote against the remuneration report and 11% against CFO Chris Wilks' LTI grant. Which proxy advisor recommended against, and what was the issue? I might answer that one. All of the major proxy advisors recommended in favor of our resolutions. The ASA, however, recommended against our remuneration-related resolutions, largely because they do not like the use of options. I think that was mentioned earlier.
Thanks, Mr. Main, for your question. Thanks, Paul, for answering that. Any other questions on the remuneration report? Online, Paul? The proxy results for this resolution are shown on the screen, and we recorded the minutes of the meeting. There were 337,993 proxies given to the chair, which were voted in favor of the resolution. Resolution 5 is an ordinary resolution, which reads as follows: that for the purposes of ASX listing rules 10.14 and 7.1, and all other purposes, the grant of long-term incentives up to a maximum value of $2,138,356 to Dr. Jim Newcombe, the Incoming Managing Director and Chief Executive Officer, under the Sonic Healthcare Employee Option Plan and the Sonic Healthcare Performance Rights Plan, and the subsequent allotment of shares in respect of those incentives on the terms summarized in the explanatory notes be approved.
As described in the notice of meeting, the board wishes to provide performance incentives for Jim and Chris Wilks in terms of the other resolution through the 2028 financial year by issuing options and performance rights. Vesting of the rights and options is subject to challenging performance conditions aligning their interests with ours as shareholders. Are there any questions on this resolution? Paul, any online?
Yes. There is a question of sorts from Stephen Mayne. It is a fair bit of commentary in it. I guess it boils down to Stephen is asking whether Sonic would consider, as he has asked in previous years, advising how many shareholders have voted for and against specific proposals like this LTI grant proposal. He offers to give us a two-year pass and not attend our AGM if we meet his request.
We miss you, Stephen.
Of course, we encourage our retail shareholders to attend our AGM, so I'm not sure we'll take him up on that.
Stephen, we thank you for your question. I know it's an ongoing conversation. Our view as a board at this point remains one share, one vote, and that's the approach that we take. We note your comments and your interest, and we will discuss it again, but that's our current position: one share, one vote. Thank you. Other questions?
There's perhaps a second part to Stephen's question. He does ask that we put a webcast of the AGM on our website, but we've been doing that for the last couple of years and will do so again.
There is an additional question from Miles Cody, who notes that in the remuneration report for the LTI plan, the ROIC target has been 9%, which has been missed by the executives for three years in a row. What does Sonic and the new CEO need to do to turn this around and achieve a ROIC above target and above cost of capital?
I think we've probably answered that in knitting together the various comments that we've made answering other questions and presentations. I think Mr. Cody is always happy to meet and have a chat if that's helpful. I think, again, people should be confident that there's absolute laser focus on improving returns out of the business, which will lift those metrics that have been referred to. Other questions on this resolution?
If not, the proxy results for this resolution are shown on the screen, including a tick under 350,000, but were given to the Chairman, which were voted in favor. Resolution 6, which I think, thankfully, is the final resolution, is an ordinary resolution, which reads as follows: that for the purposes of ASX-listing rules 10.14 and 7.1, all other purposes, the grant of long-term incentives up to a maximum value of AUD 1,447,445 to Mr. Chris Wilks, Finance Director and Chief Financial Officer, under the Sonic Healthcare Employee Option Plan and the Sonic Healthcare Performance Rights Plan, and the subsequent allotment of shares in respect of those incentives on the terms summarized in the explanatory notes be approved. We've dealt with the purposes and the reasoning behind that earlier. Are there any questions on this resolution from the room? Anything online? All silent, all done.
The proxy results for that resolution are shown on the screen, including some 337,992 proxies given to the chair, and they were voted in favor of the resolution. That completes the formal business of today's meeting, and we've had a pretty good run with questions. In case there's any last gasp questions, I'll look around the room or online. Anything there, Paul? Nothing? Thank you very much. I think everyone's had a good run. I really appreciate the questions, some excellent questions and good discussion that they generated. Thank you very much. For those attending and voting online, I will soon close the online voting system. Please remember to cast your votes by using the voting icon on your device screen or navigation bar. Once you have clicked this, the resolutions will appear on your screen, and you can select the voting option.
If there is any person physically in attendance who believes they are entitled to vote but has not yet registered to vote, would you please raise your hand, and our friends from Computershare will come and help you with that. The persons entitled to vote on the polls are all shareholders, representatives, and attorneys of shareholders and proxy holders who hold green admission cards and who are not excluded from voting in accordance with the voting restriction for key management personnel and their closely related parties, as set out in the notice. On the reverse of your green admission card is your voting paper and instructions. I will now go through the procedures for filling in the voting papers.
Proxy holders have attached to their admission card a summary of the proxy votes, which details the voting instructions for business items on the appointment documents that have been given in your favor. By completing the voting paper, when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may be entitled to cast, you need to make a mark in a box beside the motion to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to your voting paper for further information. Shareholders also need to mark a box beside the motion to indicate how you wish your votes cast.
Please ensure you print your name where indicated when you have finished filling your voting paper, and please lodge it in a ballot box to ensure your votes are counted. If anyone needs any assistance, please raise your hand. Is anyone still filling forms and needs a ballot box? Please wave at the Computershare people. Has everyone had a chance? Last chance? Everyone sorted? Doris? Everyone all clear for race seven? Yep. Done? All right. I now will formally appoint Doris Grave as the returning officer to count the votes, and she will report the votes to me in due course, and we will put the final results up onto the ASX later this afternoon. I just confirm that I have now closed the poll for those who are voting online. We have now closed the poll as of now.
On behalf of all of us on the board, I'd like to thank you for participating in today's AGM. Hope you and your families stay safe and healthy and well in the weeks and months ahead. Enjoy the festive period, if that is your wish, and certainly the summer holidays for those in this part of the world. With that, I declare the meeting closed. Thank you very much indeed.