It's just gone 10 o'clock. I think we will call the room to order and make a start on the meeting. My name is Peter Griffiths. I'm the chair of the board of Metro Performance Glass, and I'll be chairing the meeting today. We are running a hybrid meeting today, so in addition to the people who are here physically in the room, we also have the opportunity for people to join us online where they should be able to hear us, they should be able to see the presentation, they should be able to vote, and they should be able to ask questions. From time to time during the meeting, I'll be just checking in with our technical operators to make sure that everything's going okay for our online participants. Right.
On behalf of the board and the staff at Metro Glass, I'd like to welcome you here today for the 2020 annual meeting. For those of you in the room, just a couple of housekeeping points. In the case of an emergency, there are two exits from the building, or from our room rather, one on this side here and one on this side here. Our assembly point is out in front of the building we're in over here. Should we be required to evacuate, some staff from the venue will be with us to help us get out of the building safely. The toilets, if you need them, are on the stairs as you came in and, after the meeting, we'll be inviting you to join us for a cup of coffee and a something light to eat.
For those online, if you do have any issues getting through technically, please ring the helpline, which is 0800 200 220. If you do have questions, please send them through as soon as you can, and this will help us with the flow of the meeting, and it'll give us a bit of time to collate them. We'll attempt to address as many as we can during the day. If there are any that we are unable to get to during the meeting or that they require a more detailed response, our investor relations team will connect with you, and we will come back to you directly, either on your email or at your registered address. We'll also aim to post answers on our website as well.
For those in the room, we'll take questions at the end of the presentations, and then we'll also take them, as we go through our three resolutions. I'd now like to introduce my colleagues to you. To my left, these are in no particular order. We have Graeme Stuart, Jen Bestwick, Rhys Jones, Mark Eggleton, and Julia Mayne. They are my fellow directors, and you can find details of their backgrounds and experience in the annual report and on the company website. Two of the directors that have been appointed since our last AGM, Julia and Jen, are seeking election today, and they will speak to you, when those resolutions are put. We also have our Chief Executive Officer, Simon Mander, with us. He's joined by our Chief Financial Officer, Brent Mealings. We have our Company Secretary, Tracey Taylor.
We also have a number of our senior managers in the room. They each have a name badge on, and I encourage you to talk to them after we adjourn. In addition, I'd like to welcome Troy Florence, who's from our auditors, PwC, and our legal counsel, Bell Gully, are represented by James Cooney today. To our agenda for today. I'll make a few remarks. I'll then hand over to Simon, who will talk in more detail about the year 2022 and update on our first quarter's performance and our forward view of things. After that, we'll be happy to take questions. We'll then move to the formal resolutions, and as I said, shareholders will be able to ask questions at each of those. We will be taking a poll on each of the resolutions.
The members from our share register Link Market Services are in the room, and they'll collect voting cards from you at the end of the meeting. My fellow directors and I hold a number of discretionary proxies. Something in the order of 54 million. We intend to vote those in favor of all the resolutions, and we've also received postal votes for about 60 million shares, which is 32% of our issued capital. I note that our company statements for the 12 months ended March 31, 2022, together with the auditor's report, are set out in our annual report, and that was released on the 22nd of June this year. It's available on our website, and I think there will be a few hard copies around here today if you wish for one.
I can confirm that the notice of meeting has been sent to shareholders and that we have a quorum. I therefore declare the meeting open. Metro Glass' vision is to be a leader in glass solutions, and our strategy to deliver this is made up of four pillars. Delivering leading customer service to our customers, developing and maintaining our organization's capabilities, using our scale and leadership position across the channels we operate in, and the quality of the assets that we have to deliver a glass solution efficiently to the market. The board believes this strategy still holds despite the difficulties in uncertain times we are in. The financial year 2022 was a hard one and a challenging one for Metro Glass, and we recognize that our bottom-line result was very disappointing.
Simon will give you more detail on that, so I will just highlight a few points. Our resilience was truly tested during the year. The business had to operate under a range of complex pressures, all the while seeking to continue to supply our customers with their requirements consistently and safely. We were heavily impacted by the pandemic for a further year in two ways. By its local effects through sickness and absences of our own staff and those of our customers, and also by the restrictions placed on us, particularly in New Zealand, and particularly here in Auckland, where we were locked down and we lost many days' sales, while of course, continuing to incur the costs associated with the business. The construction sector across the construction sector, the ongoing effects continue to be with us today.
They were felt quite harshly for a number of months after the lockdown was eased, but they still clearly continue, and they're with us today. Additionally, there were more global impacts from the pandemic, principally to our supply chain, where we experienced high costs and unreliable shipping schedules. These continue today, and shipping today is less reliable than it was last year. Additional to that, we had the rapidly rising costs of our raw materials. During the latter part of last year, we moved to reestablish our gross margin by applying a series of price increases, and these, this pricing increase action continues into the current year. These were the two main factors that consumed our expected surplus and contributed to a lower profit and a reduced operational cash flow for the period.
Our working capital increased because of these effects being driven by the greater volume of stock that we needed to ensure the supply chain worked, and we actually received some stock in New Zealand. Of course, the cost of that inventory went up significantly as well, and that has a flow through to debtors. Despite the reduced operating cash flows last year, we elected to continue with the majority of our capital program, which was largely made up of long lead items designed to improve our double glazing capacity and increase our furnacing capacity to place Metro Glass in a strong position ahead of the significant regulatory changes that are coming into effect in November this year. Our capital investments and working capital changes meant that our net debt increased during the year, and the associated ratios consequently declined.
However, at year-end, we were still within our agreed covenant boundaries, and our lenders have been supportive. As this year's operations proceed in a more typical fashion, we believe we've now passed the peak and can expect to see our debt reducing once again, of course, providing that the global and local effects of the pandemic continue to diminish. As well as noting the challenges of the pandemic, we should also remember we're in a competitive marketplace with a significant overhang in processing capacity. In New Zealand, our efforts to diversify our customer portfolio are progressing well and have been significant changes in our customer base during the year. Sales in some of our segments and geographies have grown strongly, while in others, we've only managed to maintain our position. Our operations in Australia pleasingly have continued to improve.
Our reputation is established as a reliable supplier of high-quality double glazing, and this is reflected in increasing sales demand and the associated improvement in bottom-line performance. Our customers do have a real choice, and our strategic focus on strong customer relationships, quality, good service performance, and quality products is what will help us sustain our market leadership position. Looking ahead, we see continuation of the challenging times. Residential construction costs are rising and will eventually dampen demand. Some economic indicators are already showing the early signs of a decline in construction activity. Additionally, the New Zealand Building Code changes aimed at providing better performing New Zealand homes will require a significant increase in the use of high-value glass, our Low E product principally.
This will further increase the cost of a house and will come at a time of rising interest rates, housing affordability challenges, and broader inflationary pressures in the construction sector. Of course, COVID is still with us. As we have seen in the last year, it can make a material impact at quite short notice. The board and management continue to monitor a wide range of inputs and indicators, and we are preparing for a number of potential outcomes, including a reducing demand. With this expectation of a challenging future, the board remains focused on keeping the company as a successful enduring glass processor. To do that, we need a steady cash flow and a strong balance sheet. As I outlined previously, our debt has increased during the year.
As we move away from the effects of last year and cash flow is restored, our focus returns to debt reduction once again. As we have consistently communicated in the past, we continue to aim for a conservatively geared balance sheet at leverage ratio 1.5 times net debt to EBITDA. When we get to that point, and we do expect to get there, and other circumstances allow, we will be in a position to declare a dividend. To conclude, I would like to take this opportunity on behalf of the board to publicly thank the Metro Glass employees for their determination and resilience during this last year. Our customers have stuck with us, our suppliers have been supportive, and we thank you as our shareholders as well. I'll now ask Simon to join me, and following his presentation, we'll take questions.
Thank you very much, Simon.
Thanks, Peter. Good morning, everyone, and thank you all for joining us here in Auckland and online. My name is Simon Mander, and I'm the CEO of Metro Performance Glass. I'd like to start by recognizing our people right across the Metro Glass Group. The pandemic presented significant challenges for our teams again this year. Their resilience has ensured that we've continued to deliver our market-leading products and services to our customers. Once again, in New Zealand, our operations were shut for a sizable period as a result of the lockdowns in August and September. The immediate impacts of the lost production days, while still incurring the costs, the flow and impact on inventory holdings, supply disruption, and escalating input costs significantly impacted financial performance.
Australian Glass Group progressed on their turnaround plan with stable operational performance and delivered a modestly improved EBIT result despite the impacts of COVID-19 and the heavy flooding in New South Wales. While our net debt has increased this financial year, we've built buffer into our inventory levels to deal with ongoing supply chain disruption and invested in a series of capital items that are set to improve our capacity, quality, and capability for the future home insulation changes in both New Zealand and Australia. I'm also proud of the progress we've made in our environmental, social, and governance commitments. Our safety performance continues to improve, and this remains a key focus for the leadership team. Our apprenticeship scheme provides development opportunities for our people to grow. 79 staff are currently enrolled in the program in New Zealand, and eight apprentices qualified during the year.
We're also beginning to bring together our sustainability program of initiatives with a focus for the coming year on understanding our carbon emissions and how we can take action to reduce this over time, along with the climate risk-related disclosures in future reporting periods. Metro Glass is in the process of converting its loan to 5R Solutions Limited to a 50% equity position, which will be equity accounted in our financials going forward. 5R are a glass recycling business capable of processing the full spectrum of waste flat glass that is generated by commercial and post-consumer markets and includes all of the processing glass waste from Metro Glass in New Zealand. 5R have reprocessing facilities in Auckland and Christchurch that recycle waste glass into various new life products, such as filter mediums and feedstock for glass wool insulation. We are proud to be partnering with 5R.
As the largest processor of flat glass in New Zealand, we have the opportunity and responsibility to take positive action in our efforts towards sustainable outcomes for our communities and the environment. Over the last year, Metro Glass has received recognition and a number of rewards, and I'd like to share some of them with you today. In the 2022 Window & Glass Association NZ Awards, Metro Glass won the Designing with Glass Residential Award. As you can see in the picture, the architect designed a stylized ship's bridge protected windbreak, which was installed by a Metro Direct Whangārei team using large and heavy toughened single-glazed units. We were also the finalist in many other award categories, and also including the New Zealand Workplace Health and Safety Awards Business Leaders' Health and Safety Forum Leader of the Year, reflecting Metro Glass's commitment and continued drive for safety and well-being performance.
I'll now provide you with a summary of the group's financial performance for the 2022 financial year. Group EBIT of NZD 5.9 million was at the low end of our range of our February guidance. The impact of the New Zealand COVID-19 shutdown during the year was severe. The rapid escalation of input costs also had a significant impact on profitability compared to last financial year. Our leverage ratio is above our capital management targets, and consequently, our focus for FY23 will be on essential capital only and debt reduction. While net debt has increased from last year, we built contingency in our inventory holdings to navigate the ongoing supply chain disruptions and invested in future capital equipment capability in both New Zealand and Australia. In May 2022, we conducted the seventh of our six monthly customer surveys.
These surveys provide us with valuable feedback and guide our initiatives to address specific issues and general service levels. They also help us develop ways to generate value for our customers. Overall, our ratings in New Zealand and Australia were largely consistent with previous surveys, despite prolonged COVID-19 operating challenges throughout the year. Customers were again complimentary of our people, our communication, and customer service, and overall responsiveness to their needs. The supply disruptions right across the construction industry are also of concern for our customers, and we continue to make efforts to reduce volatility and impacts with our own supply chain. I'd like now to take a moment to outline the support of regulatory changes that are occurring in both Australia and New Zealand.
In Australia, we have talked previously about the 2022 National Construction Code changes that are about to be introduced in early 2023. The changes to the thermal performance requirements are like those seen in New Zealand between 2007 and 2008. These code changes will necessitate the use of double glazing of a minimum standard to meet the NCC standard requirements for the colder climate zones of Australia. In some cases, where standard aluminum frames are used, there will be a requirement to use high-performing Low E double glazing. NCC changes in 2019 with the commercial buildings and AGG saw an uptake in double glazing sales as a result. In New Zealand, the Ministry of Business, Innovation and Employment are introducing changes to the minimum thermal performance requirements to comply with the new Building Code clause H1 Energy Efficiency.
This is the first major change since the introduction of double glazing in 2007 and 2008. There is a significant amount of detail available in the MBIE consultation documentation, but I'll briefly summarize for you now. New Zealand will move from the current three climate zones to six, reflecting the differing local climates across the country, with each zone being set new thermal performance requirements for insulation, windows being one of them. Currently, to comply with the building code, a complete window, including the frame, must achieve a thermal performance rating of R0.26, and this applied to all zones. The new building code increases performance requirements in all zones in three phases. For consents from this November, all zones increase 42% over today's thermal performance to R0.37.
From May 2023, zones split into three R-value requirements, with the coldest areas requiring R0.5, an increase of 92% on today's thermal performance. In a final step in November 2023, which brings zones one and two in line with zones three and four, at a thermal performance of R0.46, an increase of 77% on today's thermal performance. The use of standard aluminum frames in most residential applications will not achieve code compliance once the full extent of the changes is introduced. Almost universally, these changes will require all double glazing to use high-performing Low-E. To put this into perspective, our Low-E mixes are currently around the mid-20% nationally, and this change will see this shift to 90%-95% over the next two years.
We are excited and supportive of this change, and we're an active participant through the consultation period. Metro Glass is well-positioned with world-class facilities underpinned by our staff development programs, technical expertise, furnace capital strategy, and our range of high-performing Low E glass products. I'll just touch briefly on the activity levels in the markets we operate in. In New Zealand, headline residential consents of over 50,000 reached historic levels in the 12 months to March 2022, as shown by the black line in the chart on the left, well above assumed industry capacity. Recently published research by Stats New Zealand indicated that the rate of code of compliance issuance for residential dwelling completions has remained steady at around early to mid-30,000, as you can see shown by the red line in the chart on the left.
The delta between intentions to build and building activities continues to widen. In Australia, in the graph to your right, similar effects are being observed, with strong approvals growth, but the rate of completions, again in red, lag taking longer. In the prior 12 months, the landed weighted average cost per square meter of glass increased significantly and rapidly. Consistent with other industries, inflationary cost pressure has been evident across direct and indirect costs. In New Zealand, Metro Glass has responded with a series of price increases, cumulatively 26%, with a further price increase of 5% effective for September. These price increases are focused on improving gross profit performance from Q2 onwards.
In Australia, which is a market that has traditionally had lower market pricing for glass, AGG have implemented a cumulative price increases of 39%, in part reflecting cost inflation pressures, but also supported by the increasing value of high-performing glass being recognized throughout the market. I'll next share our trading update for the first 4 months of FY23, being April to July. All comparisons are the same period in FY22. Year to date, group revenue is similar to prior year, with the New Zealand business softer and the Australian business above the prior year. The strong residential consents and approvals are balanced by industry capacity constraints and should support a stable pipeline in New Zealand and Australia. New Zealand activities continue to be impacted by ongoing market disruptions and industry-wide material and labor shortages, and this poses a risk.
Raw material and international shipping costs, while remaining historically high, have stabilized through quarter one. The successful introduction of price increases and improved pricing disciplines are beginning to demonstrate positive trends for margin recovery from Q2 onwards. Sales in Australian Glass Group year to date are ahead of last year and are profitable, supported by a strong market activity and consistent service and operational performance across each of the regions we operate in. Recruitment remains challenging with a tight labor market and associated wage pressure. Higher inventory costs lead to increased working capital funding requirements. Our outlook for FY23, New Zealand residential building consents are at record levels for the last 12 months. Capacity constraints in the industry mean that we expect building activity to continue, but the rate of execution due to wider industry issues are likely to be a drag.
Strong approvals across activity in Australia in a similar capacity-constrained industry have created a solid pipeline of work there. Current construction sector conditions continue to drive a challenging outlook in the short to medium term. Our focus remains on gross margin improvement with the inflationary pressures in our supply chain and the constraints on labor not expected to improve in the near term. Our strategic program continues to unlock the potential of the business with investments in capability, quality, and a strong focus on improving our offering to customers. This creates value opportunities for the business alongside building insulation regulation changes to be introduced to our markets during FY23. We will be focused on our cost base and be ready to adjust and respond to future demand and activity levels.
Given the levels of uncertainty that are prevalent, we will not be providing a full year guidance at this early stage. We will update shareholders further on the group's financial performance through our interim results announcement in November. Finally, our focus remains firmly on being a resilient organization that provides excellent operational performance, maintains strong customer connections, and invests in and supports its people. I'd like to reiterate our key goals, which are to build resilience and defend our leadership position in a competitive New Zealand market, to grow profitability in Australia, benefiting from the increasing demand for double glazing there, and ensure our balance sheet is robust to cope with future risks and opportunities.
Before I hand back to Peter, I'd like to take the opportunity to thank all our shareholders, customers, suppliers, staff, and the board for their support over what has been a challenging year for all. Thank you.
Thank you, Simon. Ladies and gentlemen, this is the first period for taking questions, whether related to the presentation, to the performance of the company, financial statements. Based on shareholder feedback, it's been our practice for a while to discuss any general business before proceeding to the formal resolutions. For those of you online, please forward your questions so that we can collate them. We'll allow a reasonable amount of time so that we can get around everybody. We have received a couple of questions prior to the meeting, and I thought I'd start with those. The first of those is the Commerce Commission study into residential building supplies that was recently published. Are there any implications for Metro Glass?
Our response really is, while we've read the draft report, we don't believe there are any significant implications for Metro Glass at this time. We'll continue to monitor how the report changes as it goes from draft to final, but the recommendations that will come out of that. We are not the principal focus of that report, and we don't generate much of a mention in it at all. The other question was around a long-term incentive scheme. Rather than me reply to all the questions, I thought I'd ask the head of our people committee, Mark, to give a response to that question. Mark.
Thank you, Peter. I just wonder, is Daniel in the room? The person who asked the question. No. It was an online question regarding the LTI scheme, very detailed and considered question. Daniel, if you're online, if there's any aspects of the question I haven't responded to, I'm happy to do it directly. By way of background, the long-term incentive scheme was put in place in 2016 in consultation with PwC. It's been a long-standing program. At the time it was put in place, it was considered best practice, and it is a two-tiered structure for the participants as to whether they trigger it. One is relative to the performance of the shares.
Sorry, the shares relative performance to the NZX peers, and the other is just on a hurdle rate of total shareholder return. Without going into the calculations in your question, Daniel, the essence of what you asked is, are the board prepared to review the appropriateness of the LTI scheme? The short answer is yes. We, at the last board meeting, in approving the issuance of the performance rights and share options this year, had agreed to review it and see if it was still fit for purpose. We'll have expert involvement in that. As you know, these schemes are very complex, but they do need to be reviewed. We will be embarking on that review over the next twelve months, and we'll come to a determination on its fit for purpose before the issuance of the next scheme.
Any questions on that?
Okay. Thank you. Oh, Bruce. Sorry, Bruce. There's a microphone just so everybody can hear.
Hello.
Just state your name for the record.
Hello. Bruce Shepherd. I haven't been to an AGM for five years. I've come to this one because this company appears to have traveled a long journey on broken glass. Long-term incentive schemes. You made the comment that these things are complex. It's my experience, and I've served on many, many, many private company boards, and I've designed many, many, many incentive schemes for executives. If it's not simple, it won't work. Fundamentally, what's important is total alignment between the owners, the board, the leaders, and the people delivering the results around a clear and simple strategy with very simple KPIs that are easy to measure, easy to understand through the entire organization, drive alignment, and are unrelated entirely to market price activity around the shares. It's really quite simple. Improve margin, deliver growth, and do so in a sustainable way. You can design simple metrics around that.
You can take short-term results and turn them into a long-term incentive scheme by multiple different mechanisms. The simplest one I have found is simple, calculate it in the year it's earned, bonus bank it, pay it out over time. When you pay it out, allow them to convert the price that you pay them into shares at the current market price, or perhaps compel them to do so. The complexity that advisors put around this generally results in misalignment in my view.
Thank you for your comments.
Do you want me to deal with my others while I'm up?
Why don't we give someone else an opportunity?
Cool.
Thank you for your comments, Bruce. Are there any other questions in the room? Sir, down the back.
Yes. Good morning, Martin Kellett.
Hello, Martin.
A long-term shareholder, walking on broken glass with everyone else. I'd like to thank PwC for its audit and report. The CEO raised the topic of, I think they're called 5R Solutions, and I have some concern. I'm a bear of little brain, and big words are too much for me, as Winnie the Pooh would say. Could somebody please clarify for me what exactly happened here and what the impacts of the following were on the past two years' annual reports and this annual report? It's on page 65.
It says, "During the year ended 31 March, it was identified that the accounting treatment of this loan agreement as a financial asset at amortized cost was incorrect, and it should be recognized as a fair value for profit or loss." They then show the differences for the three years, and down the bottom it says, "This was determined to be a key audit matter due to the complexity and judgments involved in determining the accounting treatment of the loan arrangement and valuing the financial asset and due to the financial significance of the gains recognized during both years." Could I just have clarification? What has been the impact of that? Is it positive or negative? And how is it affecting this year's report, where I see there is a big leap in the figure shown in the financial reports. Thank you.
Thank you for your question. I think I'll ask Brent to talk to the accounting specifics. Just so that there's a little bit of history. Some time ago, Metro Glass provided a loan to a startup company that wished to recycle waste glass. One of the conditions of that loan was we could convert our loan to shareholding, to equity, at particular times during the period of our association. One of those times came up last year, and the decision was, actually, we should convert our loan to shareholding. Now, in the subsequent period, the value of the company grew quite significantly, and it was the treatment of this growth in value of 5R that results in the accounting treatment.
Brent, I may have muddled that, but can you shed some more light on the, what were the impacts historically and what are they likely to be going forward?
Yes. Yes, there was an impact in the prior financial year, which was a prior period adjustment, which is set out in the notes to the accounts. Then within the current year, there was also a credit that was recognized within the current financial year for that fair value change and the treatment of that particular loan. I think, I mean, what you read out was actually the observations that PwC have made in their audit report.
Yes.
Yeah. That's right.
Yes.
I think maybe Troy would like to speak to this as well, but just from my perspective, in terms of the way that they've described it, you know, relative, the reality is relative to our overall performance, it was a material, you know, credit within the current year, which is why they set it out.
It's. Yeah. Troy, do you have any other comments you wish to make or no? No. Okay. Do you have a supplementary question? I'm not sure we quite got to the point.
Well, sorry, yes, that seems to just slightly be different to the words at the bottom that say I understand it's only a small fish in the bigger scene.
Mm-hmm.
The auditor says, "Due to the financial significance of the gains recognized." It is just a slight difference.
Just sorry, let me just repeat what I'm.
Thank you.
What I was meaning was that, within the last financial year, relative to the overall performance of the company, it was an item that needed to be. It was significant. Yeah. It's true.
Yeah. Okay, Bruce.
All right. This business is in the business of delivering performance glass to the market, right?
Yes.
Some time ago, you decided to enter into the venture capital market, and you used the venture capital instrument, which is a convertible note. Look, I understand venture capital. I have invested in venture capital assets for 30 years, and I understand convertible notes. They can be tax inefficient. Now, the way I think PwC have dealt with this is when you have a convertible note that is convertible into equity, the delta between the value of the equity and the face value of the loan is income. Now, it strikes me that you failed to report that. Fine. These things happen. Ancillary question on your board. Page 70, have a look at a little dot matrix.
Yep.
You've listed the skill sets that you consider essential for you to effectively govern this business. Now, I note that over the last seven years, the results would tend to indicate that effective governance perhaps has been lacking. You look at this gap. You have no one that understands on your board strategic investment. No one. Yet you made a strategic investment in a risk market. You might like to reflect on that. You equally operate in a business where your customers are other businesses. You operate in a market where your customers are B2B, not B2C, predominantly. Yet you have no one on your board that protests or prefers any competence in B2B marketing and customer insights. You wonder why your business is not growing. Financial expert. You're reporting and commenting on not understanding financial matters and having to rely on your auditors. Also weak.
You've entered the Australian market during our time as shareholders, and you're also weak on understanding the Australian market. Now, I presume this assessment of your board of directors skills matrix is based on the people you currently have sitting at that table, including the new people, correct?
No.
You can update this?
It gets updated every year.
Right. Tell me, in respect of your two new recruits, do they balance these glaring gaps out that to me at least, go some way to explaining the journey over broken glass?
The short answer to that is I think you'll find, yes, they do to some degree, but thank you for your comments, Bruce. Sir. Down here, room.
Jim Hamilton, Shareholder. I just wondered about your market share and your competitors. Can you tell me a good story where your market share is increasing and you're doing well over the competitors? You've got several different sectors like Australia, New Zealand, retrofit and the new industrial. Where is your good story? Where are you doing best? Maybe on the other hand, your worst story, where you're not doing so well and you're struggling.
Yeah, sure. We would see that our share in Australia in the residential sector and the markets we're in has been growing, particularly in the state of Tasmania, and also in ACT and the northern parts inland of New South Wales. Okay. That's in the residential. In New Zealand, our retrofit business, we would see that we've grown our share in that market. We're the largest player nationally in it. Commercial work, what we call commercial glazing, it's a bit harder to get a read on that. We think we're stable in there. On residential windows, for the last year, we would be saying stable, but significant shift in the customer mix there between the different primary dye holders.
You're using the new trailer. The winners try and go better for the winners rather than worry too much about the losers.
Yes, yeah. There's been a significant change in the shares within New Zealand and if we think about our overall share in residential would have been stable, but our customer base has changed quite significantly. Okay.
Yeah. Okay. Sorry.
No worries.
Yeah. David Grieve, a new shareholder. Can you just talk more about stable, about percentages? Who's our biggest competitor?
Sure.
in the residential area?
Yeah.
I mean, in
Sure.
Our industries, everyone knows everyone. Everyone knows what's happening. We must be keeping a close eye on our competitors.
Absolutely.
On their profitability and their performance level. Where are we fitting in?
We are the only publicly listed competitor in our set. Everybody else we are competing against, I think I can say this, is privately held. So you don't see their profitability. We do have some insights into total glass sold nationally because the government collects that import data, and we can work out what we imported and work out what our percentage of that glass is. The difficulty is the glass is used across a range of segments, and you have to start to make some judgments. I might get run down here, but I would say our market share in windows or double glazing in new buildings, we would be in the high 30s-40%. A couple of our other competitors, and I won't use names because they'll argue with me, but one of our very long-term competitors is declining significantly.
One of our newer competitors is growing significantly. Then there are a range of other sort of mid-size operations which are moving up and down relative to each other, but they are smaller shares of the total market. The total glass market, total windows market, as Simon said, with that sort of 35,000 rough completions, is way less than the 50,000 consents. The building boom that was expected to increase the amount of glass used hasn't quite panned out as people hoped. A number of people thought that was coming and invested in processing plants. We have a significant overhang in processing plants in New Zealand. A number of the larger players have a capacity to produce or process much more glass than their customer, their market share demands.
There's this constant tension around getting customers from others to improve the efficiency of your operation, but at a reasonable price. The offer that different processors are making to their customers differ. I mean, we're an independent glass provider, and we will sell glass to all the aluminum frame makers. Some aluminum frame makers compel their frame assemblers to buy glass directly from them. The market isn't just a sort of uniform sea of competitors. There are these different offers that are succeeding in some cases and failing in others. Some integrated players are doing well. I mentioned one. Their share is growing. Others are doing less well. We are losing customers to those people who compel their framers to buy their glass, but we're replacing those with others, and we've done that reasonably successfully.
We're maintaining our share, but our customer base is a different set of customers than the one we had last year, three years ago, five years ago. It's a different set of customers. That's the competitive challenge I was referring to before. Does that give you a little more insight? Yeah. Okay, Bruce.
Finally.
Yeah. Would you?
Thank you for asking these questions about opportunities they're chasing.
Yep.
You ask them the question, they're not sweating the things that are broken, they're chasing the things that have opportunity. That's all good. That's a nice segue into the things that are broken.
Okay.
I'll now turn to my main stream of questioning, which is around risk management.
Mm-hmm.
I presume the audit and risk committee functions and runs a risk register.
It does.
I presume you populate that risk register by someone doing a heat map. Do you know what a heat map is, team? Okay, I'll tell you, right?
Yeah.
What a heat map is the board sits down and says, "We've got a whole bunch of risks." If you've ever read a company's public offer document, they have a wonderful thing at the end of it which lists everything that could conceivably go wrong, including the Israelis trying to nuke Syria, right? There's a long risk register. A heat map basically assesses the risks based on the probability of their occurrence on one axis and the impact on the business on the other axis. You end up with a box at the top which says, high probability, high impact, and the business manages those risks. Presume you've done that? Please all nod. Have you done that?
Yes, we have.
Okay. Can you tell me, and I know in your annual report and in the audit report, you have listed, as have the auditors and as have you, a number of systemic risks over which you have very limited control, e.g., recession, competition, interest rates, exchange rates, supply chain, COVID. There's all manner of risks. Now, by the way, every single business is suffering those same risks that you are. They're not all suffering to the same extent you are. In fact, some of them are doing darn well because they have practices around human management, financial management, and dare I say it, balance sheet resilience. By the way, I note that's one of your core strategies, right? By the way, you're failing in that quite clearly.
Right.
Outside of those things that you can't control, what are your big three big impact, high probability risks, and how are you mitigating them?
Do you wanna do it?
Well, yeah, Bruce, you've raised a very long question there. If I was to, as you know, there's various types of risks, okay? Our operational risk is one that, you know, I deal with on a daily basis. Our largest operational risk is a safety risk. The industry we work in is our factories are a controlled environment, but on the installation and sites and to a lesser extent, our customer base are uncontrolled. From a human perspective, our largest operational risk is a safety incident. We've got a very large program of managing safety risk. Our single largest safety risk is fall from height, which is not uncommon in the construction industry. We have a large number of controls around that as an example.
I'm very happy for any shareholder to or even our customer base to come and talk with us about how we're managing the safety risk in the business. I'm pleased to say that our safety performance has been improving year-on-year. We have a range of leading indicators on that, as well as a range of lagging indicators. It's something that every management team meeting is discussed and addressed. Every board meeting is also a topic there. We're managing that risk reasonably well. I'd say we can always do it a lot better. It's probably, to be honest with you, the one thing that would keep me awake at night, the risk to our staff, given we've got 900 odd in New Zealand and 200 in Australia.
For about 300 of those people in New Zealand, every single day is a very different day. I think on strategic risk, you know, balance sheet, you've mentioned that. That is one of our strategies. It was listed up there about our resilience, and part of that is our balance sheet. Also how do you address your balance sheet is by cash flows. We obviously have business plans and risk mitigation factors in there to respond to changes. It has been an extremely dynamic environment. That's applied to anyone in New Zealand and Australia in the last couple of years.
We are managing that, and we have many plans in place, and we have many scenarios planned if there is a rapid downturn as to what we would do and how we would position the business. We have to balance that, of course, with what's changing in the market. That's about what our competitors are doing, and how we respond and our strategies there. What happens if there is a significant downturn as to what we would do. We have very detailed plans on that ready to go. I could list through. We've got, right at the moment, there's 38 specific initiatives that we're working on to address the structure of the business internally from an operational point of view.
As to the robustness of the balance sheet, well, that's a different issue that's not really appropriate for me to talk about. Peter can respond to that.
I was gonna come in and talk about that. I don't actually agree with Bruce's point that we've been flailing around managing the balance sheet. When I joined the board, the debt was close to NZD 100 million. During the initial period pre-COVID-19, the job was to reduce that debt. We did reduce that debt by about 50%, which is building resilience into the balance sheet. Now, COVID-19 has come along, and I know some businesses are favored by it and some are not. We are one of the ones that is not. We chose last year to use some of that resilience that we had baked into that balance sheet to spend on some capital items that are very, very essential to give us the capacity to meet the significant changes that the Building Code's introducing in November.
Simon mentioned that the glass in New Zealand is gonna change fundamentally from a very simple piece of clear float glass to a quite sophisticated, quite expensive, quite difficult to process, piece of higher value glass. To do that, you need better equipment. You need better furnacing, double glazing units to do that. That's what we spend our money on, because that is what is going to ensure that the business can continue to compete in the future. Some of our competitors have chosen not to do that, and they have a different future in front of them when these things change. We've used some of our resilience in the balance sheet last year. That's the reason you have it, is to cope with unforeseen and dramatic events.
Now, I don't think anybody would argue that COVID was a dramatic event. We are past that now, and as we said in our presentation, our focus now is to reduce that debt back down to a conservatively geared level. We'll use the operational cash flows from the business to do that. I think we're operating a smart balance sheet within the confines of what we can do. I suspect there is an additional element to the question that Bruce is asking, which I'm sure he will get to eventually. It's something to do with bankers and debt and equity. Maybe you should ask that one now.
Indeed.
Yeah.
I've been asking supplementary questions because there's a very intelligent group of shareholders are asking the key questions of you. One point I would make: Despite my criticism of you, fundamentally, the value proposition for this business is strong.
Agreed.
What is weak is your execution of it.
Mm-hmm.
You're redressing that. I agree with you, Simon, that investing in change ahead of the curve makes sense, and it strengthens your ability to execute better and deliver stronger free cash flows, which are always the most preferable way to redress debt.
One question before I get to my case.
Okay.
Have any of you read the work of Ray Dalio? Put your hands up if you have.
No.
None of you.
Okay.
Do you know who he is, even?
We're not gonna comment, Bruce, so why don't you move through to your question?
Ray Dalio is a geopolitical and strategic analytical fund manager out of the US. He's 75 years of age. He's been around forever. May I encourage you to read his latest work, which is The Changing World Order. Now, that book is a summary of the changes that have happened over the last 600 years, long cycles, and quite clearly, we are now at the end of a debt expansion cycle. What follows a debt expansion cycle is a debt contraction cycle, and when debt contracts, it eats equity. Whatever paradigm you think you are running based on traditional investment banking theses, and by the way, this company listed on the back of a private equity firm playing pass the parcel, and we all know when private equity sells, no one should buy. Yet we did.
Okay.
We are stuck with the pass the parcel they passed us. Yes, you have done a reasonable job of dealing with the shit sandwich you inherited, but the balance sheet of NZD 50 million-NZD 60 million is going to be hugely problematic over the next three years. You do need to have a strategy beyond earning your way out of it in a difficult environment where you will struggle to earn if you do not have strength in your balance sheet beyond what you currently have. You will struggle. I am saying this to you because I don't intend to come to another annual general meeting, but if I do come to another annual general meeting in three years' time and you haven't addressed debt, I suspect your audit reports will look very different, and I suspect we will be dealing with a corporate failure.
The time to back a business is when it's got strength in its operating business proposition. This business has that. The board is still weak on financial acumen, because I've read your CVs now, and I don't see that filled in, but I do see B2B, and I do see Australia now covered. You're still weak in high-level strategic financial analysis, and you need to redress that. When you do, you will find that actually recapitalizing this business and asking these shareholders who are with you now and have stayed with you for seven years over a pretty rough journey, it is now time for you to do a rights issue and recapitalize this business.
Right.
Because if you don't, we will be here in three years' time. You'll still be struggling to eat debt. There will still be no dividends. You are better shareholders and fellow owners to put some more money in, kill the debt with a big bullet payment now, and get back to dividends sooner. Seriously, you are. If you're not prepared to back the things that you own, your only choice is to get out and sell.
Okay.
Seriously.
Thanks, Bruce. Okay, I think that was the elephant in the room behind a number of Bruce's points that he's very much in favor of the company coming to shareholders and seeking new equity. Now, the board's absolutely alive to that possibility, and it wouldn't be appropriate for me to make any comments about whether we're going to do that or not, but we absolutely understand that that's an option. Right now, we are reducing our debt through our cash flow program, and we've been successful in doing that in the past, and that's our current action set at the moment. We're very aware of that opportunity. Thank you for your comments and your questions. Sir, back to you.
My name is John Vane. I'm a shareholder.
Yes.
I've listened to the very wonderful points that Bruce has put forward far more eloquently than I could possibly do. I'm more of a practical person, hands-on, most of my life. I take a look at the movement in the last 6 years from 2016, Mr. Griffiths, when you took over as the coach of the team, if you like.
Yeah.
I look at the price then at NZD 2.02. I'm sure that was correct. It's now down to NZD 0.25, and it's not looking like it's going to go up very quickly. I tend to be a little bit like watching the All Blacks last Sunday and wondering whether the team itself was the right people. I'm getting assurances from my friends who are sports people that the best people are on the field, but it's not necessarily the person who's leading that team. My question to you, Mr. Griffiths, is do you think after six years that you are the best coach to take this company forward to a profit?
If you are, how are you going to do it with such a speed that I might live long enough to get a dividend?
Thanks for your comments. Yes, I'm now the longest serving member of the board. It's been part of my remit, I think, to populate the board with a diverse range of competent directors that are not the ones that brought the company to the market. When I look across at my fellow directors now, I'm actually, you know, very pleased with the people we have on the board of this company, including the two standing for election today. You know, they have greater intellect than me, they have broader experiences than mine, they have should we say, better balanced personalities than mine in some cases as well. I have been coaching the team or developing the team.
It is a question that I ask myself quite regularly, "Am I the right guy to continue to do this?" I don't expect to stand again for election to the board, so my time here is limited. I think I've got 12 or 18 months before I have to stand again. That is my expectation. I have been here quite a while now, the longest server. I've seen the company through the changes that I saw that were needed when I arrived, and I think those have been affected. We've got a new CEO, we have a new CFO, we have a significantly different management team, we have a different capital base, we have a different strategy than the one we had back then. You know, without being too humble, I think I've done an okay job today.
I do look ahead and go, "Can we get to dividends before my time is up?" That's my very great wish. We have to play the hand we're dealt. This is a very uncertain time. If the world would just settle down for a moment and we could run the business without the massive global impacts that we're getting around from COVID, I think we'd do quite well. I can't promise that that's the way it's gonna be. I do reflect on that, and it's a reasonable question. I hope I've given you some view on that. I just want to check in. Are there any questions online? There are. Oh, you've got them, Tracey. Sorry, I'm looking at the wrong end.
Oh, yeah, I'll just take a couple from online, and we'll then pick up a couple more in the.
Hello.
Oh. Sir, could you just hold? We'll come to you in a moment. Tracey, have you got an online question?
First question from Heiko. New Zealand is in a building boom. Glass is an essential for building houses. Building suppliers, no matter whether they are supplying steel, timber or Gyprock are creaming it despite the same problems with COVID and transport MPG had. Only MPG continues to deliver one bad result after the other. Why is MPG doing so much worse than the other building suppliers?
Okay. I'll have a go at this and maybe Simon will want to change it. Yes, there is a building boom, but when you look at the amount of glass that's actually been imported into New Zealand, it is not moving up at the same rate as the demand for other materials. Glass is not experiencing the building boom that people imagine. We're on a much more gentle curve. The other thing we notice is the amount of glass per square meter going into residential units is actually contracting. The amount of glass going into a building is becoming less and less. While the numbers of houses look like they're going very well, and I'm sure they're using steel, cement, wood, insulation and roofing, and doing well out of it, proportionately, the amount of glass is either static or decreasing.
there is a sort of a misapprehension or a misunderstanding that a building boom is underway. The 50,000 consents imply that if those were to be built, it would require about 1,000 houses a week to be finished every week for the whole year. The industry, the construction industry is not achieving that. We're managing something, 600, high six hundreds. That's our best guess because the information isn't collected, and so you have to delve around to find that. There's about 600 houses a week being made. Pre-boom, that number was about 450, roughly. These are just my numbers, they're not validated. That's the change that the industry has expected.
In that time, we have had new entrants, and we've had every existing processor invest a significant amount of capital in processing equipment. Everybody's all in the expectation that this market would grow massively and there'd be share available to generate the income and remunerate people's investment. It hasn't turned out that way. It's a much closer knife fight than I think many people thought, including Metro Glass when it started. Lumping us in with timber, steel, concrete, cement isn't quite fair. I mean, there has been an increase in our market, but it is not massive. There's a lot of people after it. We're not creaming it like the others, I think was the term. That would be my answer there. Sir, your question.
Yes, Mr. Chairman. I must say it's nice to see Mr. Bruce Shepherd back at an AGM with some very piercing questions. I've been coming to these AGMs for the last four or five years, regrettably, and seeing the share price continue to decline over that period. I wanted to take special note of last year where you ended up making a loss, which I find unbelievable. I know COVID had affected and things like that. You, Mr. Chairman, in the annual report for the previous year said, "We continue to monitor events and plan for scenarios that enable us to respond effectively to COVID." Well, you did not respond effectively to COVID at all. I know you put in price increases. Obviously, they should have been applied a lot before that particular time. That, I guess, is more of a comment.
I guess you've just touched on what I was going to ask, through you, Mr. Chairman, for Mr. Jones to tell us why Vulcan Steel, as somebody in the same construction industry, has done so well while he as a director of this company, which has done so badly.
Rhys, are you prepared to make a comment on that?
Yes.
Thank you. Thank you for your comments, sir.
Just a quick couple of comments. The industry structure of the two businesses is very different. The way in which Vulcan operate, we're far more diversified, a much broader coverage in Australia than this business is. In fact, we're over two-thirds in Australia. We've had a segmentation strategy very deliberately designed over many years. We've got pockets of the most profitable elements of the market. We're operating in a much bigger field, and we can selectively pick out areas where there is more profit. The situation here and part of the challenge of being involved with Metro and why I'm proud to be involved, it is a tough business, and it is a turnaround.
The reality is that this was a business that had very, very high market share, had a relatively indiscriminate program where effectively was serving all things to all people. The industry structure has changed. There's a new entrant growing strongly that's integrated. As Peter alluded to, is directing its franchise holders to buy glass because they buy aluminum. There's a big chunk of the market cut off from Metro. What Metro's had to do is it's had to resize, then it's had to reposition for a new market environment with the legislative changes that have occurred with regarding the thermal properties of glass. On top of that, it's had to struggle with a much higher fixed cost structure than Vulcan. In this business, your operating costs are effectively fixed.
When you have a downturn, say, for example, COVID, where you're out for 3 or 4 weeks, virtually all your costs are fixed. Whereas in Vulcan, a much lower fixed cost base, much more diversified. We've had 29-30 sites. At any one time, we maybe only had 1 or 2 sites down completely. Whereas in this business, you've got a whole site down, and you've just, your huge cost structure eating away. It is quite a different environment. From a board perspective, I've certainly asked and encouraged and, you know, I try to lend my insights and experience, particularly into Australia. I've spent a lot of time in Australia. Reference to Bruce back there, I've spent, you know, well over half my working career in Australia. For, you know, 25-30 years, I've been working in Australia.
I believe that, you know, the turnaround of AGC has been very well executed. There is a tough challenge in New Zealand, where we're facing increased competition and we've got to reposition ourselves. Look, I'm hopeful and cautiously optimistic about the future, but it has been a challenge. It's not a like for like. You know, why I'm here is to support the team, you know, to get the results, to get this right. It is not an easy task. Does that answer the question? Any other follow-ups?
Thanks, Rhys. We'll take another online question. I understand there's a couple.
Okay. Question from Tim. Metro Glass has performed very poorly under Simon Mander's leadership. I understand there have been COVID-related challenges. However, many businesses in the building industry have thrived due to high demand for products and services. If a CEO like Don Braid of Mainfreight were running Metro Glass, I'm confident the results would have been far superior. Why hasn't Mr. Mander been moved aside?
Okay. Yeah. No, no. Look, I think that's somewhat unfair, and that's not really a fair question.
Mm-hmm.
I will answer it, Bruce. Okay. I mean, the point I think is, do we have the right? Yeah. Well, maybe it's couched unfairly. I mean, question, do we have the right management team and CEO for the day in our business? I think it'd be a yes, kind of, I guess, what they're asking for. Sorry, Bruce. All right. Desperate for a short lesson, if we could.
It'll be a short lesson.
Okay.
Rhys, you're a CEO of Vulcan Steel. By the way, Peter and Mary are my neighbors, so I know of them and Vulcan obliquely.
They're insightful in actually allowing their CEO to join another board to be given exposure to different environments and different leadership skills. Simon, does your board allow you to actually seek external directorships? It might be good for you.
Yes, they do.
Yeah. Have you got one yet?
No.
No. Was he on a director's course last week? Yes. Okay. Do we have the right management in place? Yes, I think we do. Now, when Simon joined the company, if you remember back then, we were in a very challenging situation. Our CEO had left, and it took us quite a while to find the right person to change the culture of the organization and change the strategy of the organization, and that's Simon. I think we are, you know. I think that's all I'll say on that matter. If there are any more other questions of a similar ilk, I don't think we'll answer them. Do you have one more that's actually useful and pertinent?
Peter, Simon, maybe you can explain the capacity overhang the chairman talked about. Is this impacting margins, or is that capacity at lower spec glass and thus does not impact Metro too much? Please explain so we can understand the longer-term competitive situation and business profitability, i.e., can reasonable return on investment on those capital expenditures be expected.
All right.
What is Metro's current market position? Is there most real growth in Australia and New Zealand from new regulations, which is where Metro is perfectly placed?
Okay, okay. I think there were a couple of questions there. I've talked about the overhang in New Zealand. If you're familiar with our Highbrook factory, there are three or four others that are that size or bigger within 60 miles of where we're standing right now. Now, most of those are not operating at their nameplate capacity because their customers finding route, their marketing route, has not been able to bring orders to generate the sales that they need. We, on the other hand, are operating pretty close to our, not so much our nameplate capacity, but the capacity that we're resourcing the plant with people to do. We are operating quite well at the moment, but not everybody else is.
The competition we're talking about is the open question, whose capital investment is going to get remunerated and whose is not? It's the various owners of the factories that we're competing against, and we have slightly different business models. Rhys mentioned one. It's a strong and successful one, but we're giving them a damn good run for their money at the moment with our business model as well. Long term, the industry has to restructure. All these plants cannot just sit idly by on very expensive plots of land. Something will have to happen. That is, again, part of the thinking that we are putting our minds to. What is that something, and how might we bring it about, or how might we take advantage of it when it comes?
Again, speaking slightly in code, but, that is the strategic thinking of the board. Was there a second part to that question, or can we leave that?
It was related to market share, which I think we've already addressed.
I think we've addressed.
Yeah.
Okay.
There are a couple of other questions which we've already addressed as well.
Yeah. Are there any more questions in the room? Sir, sorry, yes. Did we get to your point?
This is a technical question, really. Thinking about Mr. Mander and his incentive payments and the short-term incentive payment, which for the previous year, he earned NZD 300-something thousand as an incentive payment. Why is that not accrued in the year that it applies to?
Uh, this-
I mean, why is you know, because this year, if you look up Mr. Mander, presumably one person got NZD 1.1 million in a year where the company made a loss?
Yeah.
It looks very, very bad. Obviously it's because it isn't accrued from the previous year. Why is it done that way?
I think-
Accruing-
Rhys, you're probably gonna give him the short answer.
Yeah. Look, from an accounting perspective, yes, we accrue it, that within the previous financial year that the performance related to, so there's a match.
Yeah.
The payment itself is in the new financial year.
Yeah.
The cash, if you like.
Yeah. We basically follow the accounting standards.
Okay.
It's the requirement the way it is.
He's paid in this year?
Yeah.
Yeah. Just to be really clear.
That doesn't tie in. When it says the 1.1 here.
Related to previous.
No. The way that the disclosures work, you know.
Okay
We accrue for the previous, into the previous year for the incentive. The payment itself, in terms of the way we disclose it within the notes, is within the year that it's paid.
If one of them falls in the right.
That's right.
Please. Thank you, Bruce.
cash basis.
It doesn't look good.
No. The yes. Accounting standards are what they are, and we all have to comply with them whether we enjoy them or not. Are there any other questions in the room? Okay. Simon Mander, you can sit down. I think we'll move to the three resolutions, and we will take questions on those as we go through. So just get my note. I'm not talking to the right page. Okay. Resolution one concerns the fixing of the auditor's remuneration, and we seek shareholders' approval that the directors be authorized to set that remuneration. Just by way of background, PricewaterhouseCoopers have been our auditors since the company listed approximately eight years ago. In accordance with the corporate code of governance, a new audit lead partner was appointed at the beginning of 2020, and that's Troy Florence.
I now propose that the board be authorized to fix the fees and expenses of PwC as auditor for the ensuing year. Are there any questions? Bruce.
It's been a long time since I gave this speech. First point, I must congratulate PwC on, A, a very good report, and B, on avoiding any obvious conflicts of interest from upselling other services. However, do you find it just a little bizarre that we are authorizing the board, who the auditors are checking, to pay them? Do you not find that just a little strange? As a matter of principle, I normally vote against this, knowing full well that the proxy holders will carry it, because if we didn't authorize them to pay the auditors, they probably wouldn't get paid.
I have generally found that he who rewards controls, and if you are controlling the amount of reward to someone who is checking on you, it requires incredible moral fortitude for the party being rewarded to resist the temptation to bend to the will of their client. Your report indicates that you're not influenced in that manner. Congratulations.
Thank you, Bruce. I can endorse that Troy is a bastard. True. Anyway, any other questions on the motion? In that case, could I ask you to mark your voting cards if you have them in front of you? We will announce the result of the resolution after the meeting. I apologize for that comment. Troy, it was unnecessary. Okay. The next two resolutions cover director elections and, under the NZX listing rules, require any director appointed between meetings to stand for election at the next AGM. This year we have two new directors, both Jen and Julia, and in the board's opinion, they are independent directors as defined by the rules, and the board unanimously supports their election.
Resolution two is the election of Jen Bestwick, and I would ask Jen to come forward and briefly address the meeting, and there will be an opportunity for you to ask questions.
Good morning, everyone. I always have to lower those down 'cause everybody who's gone before was always taller than me. My name's Jen Bestwick, and I'd like to thank you for the opportunity to briefly address you this morning. I also want to acknowledge the concerns in the room today. You've all had my bio, so I'm not suggesting to go through that in detail, but over the last 15 years, I've had a broad range of governance experience in both the public and private sector. Passionate about seeing New Zealanders and New Zealand businesses thrive. I've got experience in B2C organizations and have a particular experience in customer centricity, sustainability and innovation governance.
Having been on the periphery of the construction sector through a number of lenses over the years, including through insurance, through design and construction and project management, I bring a broad range of experience, which I believe is complementary to other board members. In my opinion, Metro represents a long-standing market leader in the glass sector. My first interaction with Metro was in the early 2000s as a customer, and it was a very, very small job. What gave me real confidence in the organization was the very caring customer focus, no matter how small the job, and the commitment to excellence in technical delivery.
I have to say, in my three months with the company since May this year, I'm pleased to say that commitment to customer excellence and to technical excellence has been my experience of the organization. The next few months and years will be an interesting period for the construction sector, particularly in New Zealand and for the glass sector as a result of the changes in the regulatory environment which both Peter and Simon have discussed. I believe that the core capabilities that sit within Metro Glass Group and the capital plan, investment plan which has been rolled out in recent years place the group in good stead to implement and realize benefit from those regulatory changes.
I relish the opportunity of working with the MPG board and management to make sure that we do deliver on your expectations around shareholder value, and in doing so, ensure the future success of MPG. I'm pleased to put myself forward for election. Thank you.
Are there any questions of Jen? Sir.
Hello.
Hi.
I just wondered, do you think there's a good culture in the company and do people enjoy working for the company? Is there a low turnover, high turnover the staff?
Happy to answer that.
Thank you.
Thank you. Since I've been with the board, I've taken the time to visit all of the New Zealand plants and spent time walking around the plants, talking to staff, engaging with staff at all levels. Really pleased to say the culture is great. It's a good team. It's a team of people who are enthusiastic about the job. It's an organization that has a moderate turnover because of the nature of the work. In these tight labor market conditions, most organizations are seeing increased turnover. There's nothing that gives me concern around the culture. That's been a really nice introduction to the organization. Thank you.
Sir, down the front here. Sir, down.
I'm Bruce Parkes. I'm the proxy holder of the Shareholders Association.
Hi.
You speak of innovation and governance.
Mm-hmm.
Would you advocate for a resolution non-binding for say-on-pay to be put to this meeting?
Sorry, could you?
A re-resolution on say-on-pay as the Australian companies have to do.
That's probably a Peter question.
I think what you're referring to is that there's an opportunity under the Australian rules for the shareholders to vote annually on remuneration.
Yeah.
I can't remember quite if it receives a certain negative in year one, it has a consequence in year two.
Mm-hmm.
That's what you're talking about?
That's right. Yes.
Yes.
I wonder if Jen would support such a resolution.
As a board member, I'd work with my colleagues to consider that. Obviously as a collective, we'd act in the best interests of the organization and the shareholders.
You wouldn't consider that a mere formality?
No, I will never.
I think just to answer your point, sir, in principle, we don't have a particular issue.
Yeah
With those sorts of resolutions. They're not sure in Australia they've turned out to be as effective as a tool as they were hoped, but we don't have necessarily a problem with it. We haven't considered implementing one. Now you've raised it, we will talk about it.
Yeah.
Anything further for Jen? Perhaps the final question. Sir.
Yes. Congratulations to Jen on joining Metro Glass. I have a general concern as a shareholder, and, gentleman here raised it or alluded to it earlier. Unlike your Julia, your colleague.
Mm-hmm
When I look at your CV for the past decade.
Mm-hmm
I see you were a board member for NZQA, Chair of Resilience to Nature's Challenges, Commissioner for Tertiary Education Commission, Independent Director for Invercargill City, and you have been an active chairperson, Tonkin + Taylor.
Mm-hmm.
Looking back on the past 10 years, and I mean this politely, you appear to have no management or governance experience whatsoever in production businesses. I may be wrong. Can you please clarify that? 'Cause at present it looks like you-
Mm-hmm
Do not have any experience in the production sector whatsoever.
Mm-hmm.
Thank you.
That's a fair question. It isn't my background. My background is a much broader governance background, and so fully take your point, and that's why I say that I believe my background is complementary to others on the board. I mean, Tonkin + Taylor, we have some very strong parallels. Tonkin + Taylor is a predominantly New Zealand company with an Australian smaller business. We're in the construction sector in large infrastructure projects. We have a broad range of commonalities. You're absolutely right, manufacturing and production is not my background.
Thanks, Jen.
Yeah.
Perhaps just a supplementary to that. You look to create a board with a wide range of skills, experiences, opinions, and perspectives. Jen's recruitment is very much in that space. She's got a very strong, should we say, and I think you used the word complementary set of skills and understanding of our market. She's both in Australia and New Zealand, and that is the value point of her joining the board. I think I'll put the motion and that Jen be elected as a director. If you could please mark your cards accordingly, either for or against or abstain. Again, online, you should be able to vote and mark your cards accordingly. Thank you.
We'll now come to our final resolution three, which is for the election of our next director, Julia Mayne. The board recommends Julia to you as a Metro Glass director, and unanimously supports her election. Again, we see her as an independent. Her credentials are outlined in the notice of the meeting. Julia, could you address the meeting?
Thank you.
You okay?
Good morning, everyone. Thanks for joining us here in the room and online. As referred, I'm Julia Mayne. I'm Australian or Sydney-based director, and those who have read my bio, just starting my governance journey here with Metro. I've been on the board since September 2021 and seeking re-election here today. A bit more about my background. I'm very passionate about using my background in governance and strategy to represent the shareholders and look to help our organizations achieve their goals. In particular, I see Metro Glass aligned to my strong experience and deep experience in building materials across both Australia and New Zealand. Personally, glass appeals to me because it supports environmental and sustainable approaches to building.
Again, I think as referenced by Simon, I'm really passionate about people, safety and well-being, particularly with my background in manufacturing, in building materials. I'm happy to put myself forward for election today. Thank you.
Bruce.
There's a little bit of a contradiction.
Sorry. There's a little bit of a contradiction here. You said you want to bring your experience and skills in governance to this company.
Yes.
This is, you admit, your first governance engagement.
Yes. First publicly listed.
In short, you don't have any. Okay. Not that that matters.
Yeah.
Clean skins give new ideas, so I'm going to support you for that reason. I'm also going to support you because you are on the ground in Australia, and I like your comments around commitment to getting everyone home safe every day. I serve on a company's board, private company that I've owned for 35 years that is equally committed to that, and I do have some deep stats on lost time injuries. Metro Performance Glass' lost time injury rate is actually still quite high. It would be useful for you to benchmark yourselves, and it would be useful for you to report your trend relative to the trend in the overall sector. When you protest or boast that you are trending down, so is the whole world. Okay. Everyone is focused on getting everyone home safe.
The business that I am on the board of, which is also in the construction sector, also has working at heights. We also have working with electricity, which is actually one of our highest causes of injury because people are really stupid with screwdrivers. Our lost time injury rate is a third of yours. Okay. And it isn't as good as you think it is. Please, in future, benchmark it.
Thank you.
Thank you. Are there any other questions? Sir, down the back.
Yes. Again, I'd like to congratulate you and welcome you to Metro Performance. Don't be too bothered by the gathering of the clans today. What I would like to say is, being nostalgic, it's good to see two women on this board. When I first joined, I first came into buying shares in this company, there were no women whatsoever on the board. I raised that because you probably realize I'm not backward in coming forward with an opinion. I raised that at the first AGM I attended, and the chairman came across with the most ridiculous explanation he could give me. I don't know if anybody can remember me saying this. He said, "It's not a sexy enough industry." That was his genuine reason why he claimed he could not attract women board of directors.
When was he moved on?
He left that year. It was, he was proof that the dead can live in many respects. Anyway, I just wanna congratulate you two and leave it on a positive note.
Thank you.
It's good to see you ladies on, and I use that term correctly, ladies on this board. Thank you very much.
Thank you. Appreciate the comment.
Thank you.
All right. Thank you.
All right. Okay. I think I will put the resolution that Julia Mayne be elected as a director of the company. Can you please mark your voting cards either for, against, or abstain? Similarly, online, if you could mark your electronic card. We will collect them, the physical ones, at the end of the meeting, and we will publish the results of the polls later today on our website, and they will be on the NZX as well. That, ladies and gentlemen, brings us to the end of our formal business. I would like to thank you for your engagement today. The questions have been good, penetrating, relevant, and real, and that's always a welcome thing. I will now declare the meeting closed and ask you to join us for a cup of coffee, something to eat, and further discussion.
Thank you for your time. Thank you for those who listened online. Hope you enjoy the rest of your day wherever you are. Thank you.