Welcome, everybody. The purpose of this meeting is to engage prior to the AGM on any issues that you have around remuneration. Any other questions, we will attempt to answer, even though we may not have the chairs of the various committees here. I'm going to hand over to Nigel Payne, the Chairman of the Remuneration Committee, and you can start. Nigel, take over, and then each and every one of you will be able to answer the questions that you require answered. So again, thank you very much for attending, and I'm handing you over now to Nigel Payne. Nigel?
Thanks. Thanks, Stephen, and thanks, shareholders, for joining us. You'll see from our rem report that we have been able to take on board some input from shareholders over the last two or three years. We really do appreciate the opportunity to engage, and I mean, some of the things from in our Rem report that you see, we've put in place a policy for minimum shareholdings by executives, as requested by shareholders. We had that in place, and we're tracking it, but hadn't ever included it in our policy, so it's there now. Shareholders, quite a number of shareholders asked us to change the weightings between HEPS and return on capital. So, yeah, we made that change.
There've been a couple of others, and the granularity of some of our disclosures. Obviously, some of the things we, for strategic reasons, we don't want to disclose in advance, so some of it is retrospective reporting. But we really do appreciate the opportunity to engage, because it's an opportunity to, for us to improve and to meet shareholders' needs, whilst obviously, at our board in RemCo, also focusing on the very specific nature of what Bidcorp is. Maybe I can start, Petunia. Thanks, you sent a couple of questions, and if I can start on those.
Interestingly, yours is only the second time that a shareholder in the last three years or so has asked about ROIC instead of our return on capital metric. And yeah, we do understand why shareholders like ROIC. Easy for you to calculate, confirm our numbers. So maybe I can just talk through your questions a bit, and then if you've got follow-up questions, please will you pose them? So ROFE is deeply ingrained in Bidcorp's DNA. In fact, all the way back to the days when it was, when before Bidcorp was spun out of Bidvest and separately listed, there was a phrase across the Bidvest group, "ROFE for Joffe," Brian Joffe, our founder.
One of the advantages of ROFE, the way we calculate ROFE, so it's trading profit before interest and tax and before IFRS 16 lease adjustments. So operating profit divided by the funds employed in that entity, so fixed assets, working capital, and intangibles, like IT intangible assets. So your direct profit divided by your direct assets. The advantage of using that model, we've got about 1,700 warehouses around the world. We can apply that model at a warehouse level. We can apply that model at a regional level. We can apply that model at a country level, and then it rolls all the way up to the Bidcorp listed level. So it's deeply ingrained in our DNA.
Our RemCo gets PwC, our external auditors, to audit the calculations for us, so we're very comfortable about it, about its accuracy. In terms of the capital that we use, we use an annual average, so it rolls by every single month. The reason for the funds employed, the way we do it, as opposed to just shareholder capital, is shareholder capital is a mix across the whole group, whereas funds employed at a particular warehouse or in a particular country operation, we're agnostic as to whether that's debt or equity or how much debt there is. We're agnostic as to the tax rate in a particular country.
We really focus on the direct, performance metrics, 'cause we can then measure them against, best in class within our group, best in class compared to our competitors. We can identify those that are underperforming and help them improve their performance. And in some cases, we can identify those who appear to be overperforming. And what does overperforming tell us? We need to invest more in this particular warehouse or maybe country operation. One of the realities of Bidcorp is the amount of...
Of course, you know it, you've seen it in our financials, the amount that we keep reinvesting into our facilities for two reasons: one, the ESG reason that you know, we reduce our emissions every time we're able to upgrade the quality of our warehouses or the quality of our distribution fleet. But the other reality is, every time we invest in CapEx. It costs us in that operation for the first, definitely in the first year, significantly, and for about the next two or three years, it's a cost, and then it pays back for 25-30 years after that. So, underinvesting, we've in fact seen it with some of our competitors around the world, where we've really taken profitable market share from them. It's because they underinvested.
We invested ahead of the curve, and customers moved from them to us. So, yeah, trading profit before interest, tax, and IFRS 16, divided by the capital employed there, so fixed assets, working capital, and their direct intangibles. And that's why we use it. Yeah, I do understand that for shareholder needs, again, ROIC is easier to calculate. Yeah, then the other reality, and I've had a chat with Dave Cleasby, our finance director. We will take the ROIC calculation because you've asked us to. We'll take the conversation to both our Audit Committee and our RemCo in the next round and at least discuss it there. As to ...
How can we perhaps provide more information in our REM report that would help shareholders do the comparison between what we use and the ROIC metric? The other reality, yeah, we keep investing, and we're at board level and at Audit Committee and RemCo level, one of our big focuses is keep investing for the future. The other reality at shareholder level, in terms of our percentage dividend payout, while we're very consistent dividend payers, so whether we measure ROFE or ROIC or any other capital measure, it's unlikely to change our dividend payout. So I think that was your one question. Your other question was, if we did introduce ROIC, how would we weight it?
It would be the return on capital metrics that we would, if we used ROIC, perhaps at the level of our two most senior executives, we would then reduce the ROFE weighting a little bit and allocate a bit to ROIC. This isn't a conversation we've yet had at RemCo, but we do note your point, and we'll have some discussion about it then.
Yeah, Bernard, I mean, Nigel, I think it's important to note that ROFE has been a measure that we've used consistently for decades in the organization, and it is the measure-
Yeah
... that both the board and executives believe is the appropriate measure for this type of business.
Yeah.
And as Nigel said, it can be taken to 1,700 different parts of the organization. We operate multiple facilities in 35 countries, so you know, we believe it is the right measure, and it doesn't distort the ability to work out what is appropriate for leadership all the way through the organization, and it is an important measure, and they have quite a high benchmark to actually achieve.
Yeah.
It's like 45% before anything kicks in, and it goes, you know. You'll know from the RemCo report exactly what the formula is, but it is a high benchmark. So, we do, you know, we can look at other metrics, but we do believe it is an appropriate metric for our organization.
Okay, Nigel, carry on. Yeah, thanks, Stephen. Maybe to emphasize that every divisional Audit Committee meeting or other meeting with management, ROFE is just part of the conversation. Everybody knows exactly what we're talking about and how it applies to them. So yeah, Petunia, hopefully you found that explanation useful.
Yes, Nigel. Thank you so much for the breakdown of everything. We really acknowledge the allocation of ROFE on both STI and LTI. I just want to ask, is there any chance where Bidcorp will consider the increase of ROFE weighting, like, in the future?
So, Petunia, what we did based on shareholder requests over the last couple of years. So post-COVID, we set some very aggressive bounce back profit growth metrics, and we had, particularly on the LTI, profit weighted as 40% and return on capital weighted as 30%. From here forward, we are now matching those as both as 35% each, which we think puts an appropriate emphasis on. We want this year's returns, but we also want to make sure that we're using our shareholder capital most appropriately. And that'll probably be our metric for some time, and that was a request from a number of our shareholders to go do the 35-35 allocation.
Okay.
Thanks.
Maybe we can move on to the fourth question in terms of the non-executive director annual fees.
Yeah.
Um-
I'll start on that, but Stephen, as board chair, you might want to weigh in as well.
Yeah.
The reality is we've got a very, very high attendance level across our board and all of our board committees. The next reality, and I'm just gonna use RemCo, which I chair, as an example. We reflect that we have two or three RemCo meetings a year, but the reality is that we engage our RemCo every couple of weeks, the size and diversity and complexity of Bidcorp. So it's not only about meetings. Once you're a member of RemCo or a member of the board, you're engaged on an ongoing basis. And to count it as- I mean, certainly on RemCo, I'm gonna say, well over half of the input of RemCo members doesn't happen in something that we formally call a RemCo meeting. And, yeah, we have said that if, the...
Yeah, occasionally people can't attend because, perhaps they have a bereavement in the family or they're ill. But we have said, if attendance isn't good, well, the consequences are probably gonna be you won't be on the board, let alone, Stephen, as chair, does have the right to say, "Well, we're gonna tweak your rem." So actually, not a lot hinges on it because our attendance is so high. Stephen, I don't know if you want to add to that.
Yeah, I think we also do performance of directors, formal and informal. We have many meetings that are not scheduled meetings to discuss specific issues. The directors always, you know, attend as many as they can. So we would prefer not to sort of say, "If you don't attend, we're cutting your rem," because there are many times where they attend and they don't get extra rem for any other kind of meetings. We haven't. Even though we have ability to pay per meeting, extra meeting called, we have never done that.
I think what we do, we do demand performance from directors, and we don't think it's culturally right for us to say, "Well, I'm gonna watch every single moment that you spend at Bidcorp in formal meetings, but then I forget about what happens informally." So we would rather be flexible. People do try and attend. As Nigel says, the only time they won't attend is if there is a particular issue that, yeah, stops them from attending, but they attend many, many informal meetings as well during the year. So I think we get good contribution from our directors, and we really don't believe that we should formula drive directors' remuneration. We do expect a lot from them.
Okay, thank you.
Stephen, if I can add, I scrolled back through our last three governance reports, and the majority of our board has a 100% attendance record at board and committee level.
Yeah.
So, yeah, the model's working, I think, Virginia.
Okay. Thank you so much. One more question from me,
Yeah, the financial disclosure, can I take that one as well?
Right, yes.
Yeah, Bidcorp being in 35 plus countries, you know, the way the group is structured, a company or two or three companies, like in South Africa, we've got three different company operations. So financial assistance is to Bidcorp entities. I have noted from your question and when I went back and looked at our governance report and our AGM notice, maybe the point isn't to expand on who we are providing financial assistance to, it's to clarify who we aren't. There's no financial assistance to directors or executive management or, you know, related parties or the entities that our shareholders own, ultimately cascading down from the listed Bidcorp. I hope that makes sense. There's nothing untoward in here.
So it means this financial assistance is in related to their, the company partners or sub-subsidiaries or... Yeah.
Yeah, it's only subsidiaries or associates-
Yeah
... That we
Yeah. It's the companies we own.
Oh, okay.
No individuals or anything of that nature.
But perhaps-
Oh, okay.
We've got-
I think it might need to explain it better.
Perhaps, yeah. Perhaps we can just put one extra sentence in next year to say... Yeah, to clarify your question.
Yeah, it was much more-
Specifically saying there's nothing to directors or anything funny like that. Can definitely give you that assurance.
Yeah, it was much more about the disclosure, how you disclose the-
Yeah
... the resolution. It was not much into detail.
Yeah.
Yeah, so I think we need some sort of, like, improvement on that area.
Okay, we'll do that. Thanks for, thanks for that.
Theo, you've got a question?
Good morning, everybody. Yes, thanks.
Hi.
Hello, Theo.
It kind of relates to Virginia's question on the financial assistance, and I think it might be useful if you just have two resolutions, one for S44 and one for S45, because that makes it clear if it's to Bidcorp entities or if it's to individuals. Certainly-
Yeah
Our policy is that if you don't have those two resolutions separately, we'll vote against it, because of this ambiguity of not understanding if it is actually to individuals, or is it to corporate entities?
Okay, well, we'll take note of that, thanks, yeah.
Thanks. Yeah, great advice.
But, Theo, just to clarify, it's quite clear in the resolution there is no financial assistance to individuals, so it only relates to related entities, as Stephen indicated.
Okay. I haven't read it yet, so I'm not aware of the exact wording.
Yeah.
You know, I see many of these resolutions, and not all of them are clear, and in those instances, if it's one resolution, and it isn't clear, then we vote against it.
Okay.
But if it's clear, and you can make the distinction that it isn't to individuals, you know, then obviously we'll vote in favor. But it's easier if you just unbundle the two, and many companies do it that way now, and it makes it easier.
Yeah, we take your point. Thanks, Theo.
Yeah.
I do have other questions, but I'm not sure where I am with-
Okay.
One more question from my side. I really acknowledge the inclusion of ESG on both STI and LTI. So I just want to get the clarity concerning this. I mean, 10% is allocated to which variable of part of ESG?
Perhaps I can take that. We set in 2018 emission reduction targets, Scope 1 and Scope 2, to cut 25% by 2025, and we've in fact achieved a 33% cut by 2024. That's our most specific measure. Across each of our other businesses around the world, we track a lot of other things, like reusable plastics, how much recycling we do, the water and reuse of water, and a number of others. But the one that we specifically focused on across the group was to reduce Scope 1 and Scope 2, and we've done a great job in that regard. Obviously, ultimately, we're a food business.
This, if we don't get this right, we don't have a future.
All right. Thank you.
Okay. Anything else from you, Petunia? Because we wanna move to Theo.
No, that's all. Thank you so much for-
Thanks, Petunia. Thank you.
Okay.
Theo, you've got some questions?
Yeah, it was also mainly related to the ESG stuff, in looking at your emission reductions, and yes, over, you know, what, what was it? The last five years, you've done a great job. But I see this year, in absolute terms, your emissions has actually gone up, and that intensity measure or productivity measure that you use was kind of flattish. So I'm interested to know, in a business that's obviously focused on growth, how you deal with your absolute emissions and how you plan to get those to come down. Because it's all good to have it coming down on a productivity basis. But at the end of the day, we need to get these things to go down in absolute terms. So if you're growing, you know, how do you do that?
But some of the growth is through acquisition as well, so it's not only organic growth. So when you buy something, obviously it is also, you know, the having emissions. So it's a question of, you know, how we get the overall thing down. And that's, you know, we're resetting the target now for the next period, and we're making lots of effort. Every time we put in a new facility, we make sure that that's all driven by, you know, solar. We recycle. We've got proper recycling facilities to ensure that stuff that can be recycled is recycled. And there's a big effort in every organization around the world. Obviously, some countries are ahead of others, like Europe would be ahead of, you know, some of the emerging markets.
But, there is a massive effort in the organization to stay on the right path and to play its role, and that you can see in terms of the intent of the organization. So, yeah, your point is valid, that absolute emissions did go up, but the reality is the business is a lot bigger. And, as we acquire something, you know, they bring their own issues, and we have to resolve those. But ultimately, we'll get to the objective of reducing emissions down to zero. I think the bigger challenge coming is Scope 3, where we, you know, we have to work out how to where our the people we trade with we have to measure as well. So, you know, this is a journey.
It's not a one-day game, as you're all aware, and we keep making an effort, and I think the important thing is that there is a focus on it, and that the organization understands what it needs to do and is making the effort, but we do have trucks, and you know, you can't deliver. In some countries, you gotta go thousands of miles to deliver, and you can't. The price of the electric trucks is not at a level which makes, you know, makes things feasible, so you know, it's all a question of, we also require the world to come with the right inventions that enable us to deliver as well.
... but there is an intent, a strong intent to deliver. I don't know if you wanna add anything, Nigel?
Yeah, thanks, Stephen. So obviously acquisition is one. Theo, just to explain that quite a lot of our growth, a high percentage of our growth, is where the previous supplier was underinvested, probably small, using outdated equipment that had really bad emissions from their refrigeration, et cetera. And ultimately, because they didn't keep investing, their business wasn't able to perform, and their customers moved to Bidcorp, and we grow. Do we grow? Do our emissions go up as our growth goes up? Yes. But what has happened is the one that had freezers putting out really bad emissions, and old, outdated delivery vehicles and no solar on the roof and no efficiencies like we have in Bidcorp.
So, I can give you the absolute assurance, having seen this story play out in pretty well every country we operate in, that as we grow our business, it's the inefficient ones and the greater emitters are being eliminated. So yeah, if we could offset the... what did we save from the one that we took the growth from, compared to how much extra have we added in our own emissions, and that's why relative emissions are important. Bidcorp's emissions in 2024 are way better than our emissions were in 2018. Why? Because we focused on it, we invested in it, and yeah, growth's a reality, but then there are eight billion people who have to eat around the world as well, and that's the industry we're in.
Yeah, okay. I understand all those things. Do you have, for example, you know, a percentage of electric fleet that you aspire to have? Do you have a percentage of solar power per-
Yeah
- facility?
Yeah.
Are those targets that you operate the business?
Yes, entity by entity does, but, oh, Theo, you've hit on one of our biggest frustrations is, electric fleets are-
Yeah
... Nice in theory, but they don't exist. You can't buy them.
Yeah.
We're hunting in what we call very advanced economies, like U.K. and Europe, to buy electric fleets, and how long is the waiting list at any price? So Stephen actually said it. We're dependent on other industries to innovate and to make the fleets available. There are lots of electric motor cars, but electric-
Not trucks
... refrigerated delivery vehicles, the world isn't really there yet.
Yeah. Yeah. Okay, I want to sort of pivot away a little bit from, from those things and just thinking about your how you plan for perhaps natural disasters and stuff like that. You know, we've seen the U.S. in particular hit very hard with hurricanes and stuff like that. Maybe in Europe, I don't know if you've had flooding damages because you might have been close to big rivers or, or stuff like that, but how are you thinking about the potential for more physical damage to your infrastructure? And you know, do you need more insurance? Do you need backup facilities? How, what's your planning around that?
Stephen, can I start on this one?
Yeah, I think, we must pass it to Dave, because, it's-
I was gonna say, but Dave, please be mute, Dave. Yeah.
You know, we need Bernard also here for that kind of question. This was really intended, this meeting, Theo, was intended to discuss remuneration issues. I mean, obviously, we can-
But the audit and risk committee, our insurance process and our evaluation of each of our facilities, Dave. Yeah, it would be helpful if David did comment a bit on it.
Yeah, I think. I mean, we haven't. To be honest, we have been impacted a little bit by these floods in Eastern Europe, mainly in Czech Republic. You know, not a lot of physical damage in reality. Some business interruption because of obviously not being able to access facilities over the last, you know, two or three days or a week, but the reality is, the way we've counted it, and we've had, you know, disasters in many areas. If you go back just in South Africa, you had the riots in 2021, and the reality was, in a very short space of time, we were able to get up to speed and deliver from a variety of other places, and we've seen it. We've had floods in Australia, and we've had very little business interruption issues.
I think the nature of the kind of disasters that one of us are seeing. I mean, if a hurricane comes through, there's not a lot you can do about it. You know, even if you are you know have facilities you know close by or even far away. What we've tried to do, we've tried to over the years build more small-medium-type facilities to service areas and have more of those as opposed to mega facilities on a more centralized basis. If you go back a few years, we had this metropolitan strategy, which we continue to evolve in many many cities. And that's given us the ability to within a very short space of time to be able to service that customer base from other places.
Yes, it does cost you a little bit more, but the reality is that the customers generally haven't been too affected, and we haven't seen any real impact on the group. More facilities, medium-sized, and we're able to service the customer base generally out of that.
Okay, great. Thank you. Thanks, David, and last-
Maybe just to add, Dave, I thought you would also say, "And we haven't been declined insurance cover in any of our major operations.
No. I mean, obviously you're not gonna build, you know, in low-lying areas and that kind of thing. So all those things are looked at, but, you know, sometimes some of the nature and the size of the disasters, you just can't get around. You know, we've had them in New Zealand, Australia, Eastern Europe now, South Africa. So it's random and, you know, when they do happen, generally they are big. But we haven't really had massive business interruption claims because of the nature and the ability of, and the desire of the businesses to serve their customers as best they can and as quickly as they can.
Okay. Great. The last question from me is on the changes to the Companies Act in terms of the remuneration policy and gender pay gaps, et cetera, how do you think you... what do you need to respond properly to these changes, and how do you view these changes?
Maybe I can take that one, so we've had some discussion at both our Environmental, Social, and Ethics Committee, as well as our RemCo around that, and obviously, the reality of Bidcorp being in so many different countries, you know, when we report. Well, we've got employees in. I'm just gonna say Brazil and South Africa and Turkey, and then we've got executives in Australia, U.K., but we'll comply with them, and we'll report appropriately. We've already put systems in place to gather as much of the info as we can, and it's bottom up, country by country.
Okay, thank you.
Okay, then, I don't know, Jocelyn, if you've got anything?
Thank you, Stephen. I just had one question. It's the first time we've had a chance to meet, and I'm just curious, you flagged talent management as a key issue in your reporting. I don't see a dedicated metric on human capital in the variable pay. I'm just curious, how does the committee ensure the payout to the executives is aligned with the experience for the broader workforce?
Okay, so what you see in our Rem report is we're reporting on our group executives, but the reality, again, 35 countries. So on a bottom-up basis, we look at country by country, what do we need? And the needs differ. There are some countries where availability of employees is there's way more supply than there are jobs available. There are other countries, I'm just gonna use the U.K. as quite a significant pressure point where demand exceeds supply. Obviously, in those countries, well, in the end, you pay what it's going to take, and put a big focus on training of our people and on our culture, so people want to stay with us, and then on retention initiatives.
At the more senior level, country by country, we look at what is it gonna take to retain our key people and to make sure we build a succession pipeline for the key executives. At an operational level, well, then it's truck drivers, it's people who are operating our refrigerated warehouses, it's people in our sales team, it's people in our IT team, so the metrics differ country by country, and we manage it on a decentralized basis with appropriate oversight from our RemCo. I hope, Jocelyn, I've responded appropriately to your question.
That's helpful. Thank you.
But the point pretty clearly, we need warehouses, we need suppliers, we need vehicles, but more than anything, we need people. And the visits-
Yeah
... to our facilities by our board members, one of the things we focus on is the sense of culture, the sense of teamwork, the sense of purpose. We do track staff turnover metrics across different categories of staff in different countries, and almost without exception, where there are pressure points, there are pressure points driven by the realities of the country. And the counter to those are the culture and the things of Bidcorp that enable us to-
Yeah
... outperform the realities of countries that find it tough. But there, yeah, there have been some tough ones. I mentioned the U.K., but there are others.
So the staff turnover would take place primarily at that level, like, you know, warehouse, truck drivers and those sort of places where it's in certain countries, there's a massive shortage of those types of skills. But Bidcorp has a very strong culture, and that's evidenced by the fact that people do stay a long time. We do try and move people around, and obviously try and build a bench. And there's a lot of collaboration between the management from different countries. They have, you know, offsites at least twice a year, where they get together, and there's a lot of work on culture. So overall, I think, you know, the culture works exceptionally well and, you know, we do build a decent bench.
And we find that we can promote from within, we find people within the organization that can move around the organization. So I think that has worked really well for us up to now. Okay, I think then I don't know if there are any other questions, but I think that's it. Again, thank you all for attending.
If I could say thanks for the opportunity and the input.
We appreciate the dialogue, and we'll see you guys at the AGM.
Yes, thank you very much for your time. I appreciate it.
Thank you.
Thank you for your time.
Thank you.
Thank you. Okay, keep well.
Guys, thank you.
Bye-bye