Good afternoon, and welcome to the 37th annual meeting of Tourism Holdings Limited. My name is Cathy Quinn, your chair. I've been advised that we have a quorum present, and as it's 12:30 P.M., I declare the annual meeting open. We are glad today to be able to welcome our shareholders here today in person and online. For those of you joining online through our virtual meeting platform, you are able to vote and ask questions online by clicking on Ask A Question. With the online meeting platform, select the business, type in your question, and click Submit. To ensure questions online are being able to get to me through the meeting, I'd ask those shareholders attending online to submit those questions now, please.
If you encounter any issues online, please refer to the virtual meeting online portal guide or call the helpline. Please refer to... In New Zealand, that is 0800 200 220. And if you're in Australia, 1800 99 0363. For those of you in the room, we have microphones available, and at the appropriate time, I'd ask you to raise your admittance card if you'd like to raise a question. When you speak, please tell us your name and whether you are a shareholder or a proxy holder. And also, for those of you in the room, if a fire alarm goes off, please follow the directions from the Link staff, who will direct us to the appropriate fire exit. I'm joined by my fellow directors, Rob Baker, Rob Hamilton, Sophie Mitchell, Gráinne Troute, and Executive Directors Luke Trouchet and Grant Webster.
I note an apology from Debbie Birch, who intended to be here today but, unfortunately, due to a flight cancellation, was unable to be here. In the room, we also have our Chief Financial Officer, Nick Judd, and Company Secretary, Amir Ansari. As announced this week, Nick Judd has recently resigned to move to a new role as CFO of One New Zealand, formerly Vodafone NZ. Now, Nick, we'll be very sad to lose you, but we're excited for you for the future in your new role. I also welcome other members of our executive team, Juhi Shareef, Ollie Farnsworth, and Nick Voss, who are here in the room, with a number of our executives based overseas, also online. Representatives are present from our current auditors, PwC, our auditors for 2024 financial year, EY, and our solicitors, MinterEllisonRuddWatts.
We also have representatives from our banking partners, Westpac and ANZ. Before moving on, I would like to acknowledge the recent passing of Sir Tim Wallis earlier this week. Sir Tim was a key person in the founding of this company as The Helicopter Line in the 1980s, and our thoughts are with his family at this time. As noted on the screen, we have 117.5 million valid proxies and postal votes, representing 54.2% of the ordinary shares on issue. Of those, 80.8 million have appointed me as chair of the meeting as a proxy.
I intend to vote all discretionary proxies I have received in favor of the resolutions set out in the notice of meeting, other than in respect of resolution seven, relating to director remuneration, on which I will abstain from voting any discretionary proxies. Additionally, directors, including me, standing for re-election, will abstain from voting discretionary proxies in respect of our own appointment. During today's meeting, I will provide a brief overview of the business and then hand over to our Chief Executive, Grant. We will then proceed to the formalities of the meeting and the resolutions detailed in the notice of meeting, and then conclude by opening up for general questions relating to our business and the year that has passed. The last 12 months have seen many achievements and milestones.
What you see on the screen are only some of the highlights and demonstrate the progress we've made across the business. Touching on some of the key highlights, in December, we merged THL and Apollo to create the world's largest commercial RV rental operator and listed on the ASX. We then delivered a record profit result for the year and recommenced dividends with a full and final year dividend of NZD 0.15 per share. The team have also been busy progressing the integration of the two companies and positively are tracking ahead of schedule and realizing synergies. It's a truly exciting time at THL, as we've taken actions and capitalized on opportunities over the past 12 months to create the potential for future growth. Across the organization, we have real momentum.
We do consider that we're in a positive position today as a business, and I'll touch on a few factors that give us this confidence. We are today the world's largest commercial RV rental operator by fleet size, with an estimated number one or number two market share position in each operating region. We have just delivered a record underlying net profit after tax of NZD 77.1 million on a pro forma basis, or NZD 49.9 million on a statutory basis, all while effectively integrating the two global leaders in RV rentals through the transformational merger with Apollo. We have meaningful synergy opportunities arising from the merger and a significant fleet regrowth plan ahead. We will benefit from our vertical integration into manufacturing in New Zealand and Australia as we undertake our refleeting.
We believe we have the balance sheet strength to enable us to fund our current fleet regrowth plans without requiring additional equity or diluting shareholdings. We have a proven board of directors and executive team, who effectively managed the company through the biggest shock to tourism in history without a capital raise, and who are strongly focused on supporting the future growth of THL, all while appropriately managing the risks to our business and people. With the addition of our Australian-based directors, Sophie, Rob, and Luke, we also have a board with significant Australian industry, governance, and capital markets experience. More broadly, while there are some macro headwinds in the economy, we've observed tourism spending to date to be resilient, as people seek to travel after several years of restricted international tourism.
We also see positive long-term indicators for our industry, with a growing interest in travel by RV and increased travel from a younger demographic. The combination of all these factors, we believe, suggest a very bright future for THL and our industry. At THL, we have a history of publicly stated profit growth goals. We believe these are effective at creating a North Star for growth, creating a momentum and alignment internally. With our first set of merged financials complete, we believe now is the appropriate time to set a new goal. As a board and management team, while we recognize there is some short-term, macroeconomic conditions which may create some volatility, particularly in the North American market, we do have confidence in the long-term direction of the business.
Having reviewed each business and their core operating metrics, we have set a goal for THL to achieve NZD 100 million in net profit after tax in the 2026 financial year. While we have multiple earnings growth levers, including the regional expansion of the build, rent, sell model and float fleet regrowth plan, the realization of merger synergies and acquisitions and partnerships, we do believe that our NZD 100 million net impact goal is achievable through organic growth and full realization of the identified merger synergies. This does not mean that we will not consider acquisition opportunities. We will continue to explore these as and when they arise, as we have always done. Lastly, we have every intention of ongoing growth beyond this target. We do not see THL's growth stopping there.
However, an achievement of NZD 100 million net profit after tax goal would be a milestone on our growth journey that should not be underestimated, both culturally and financially. Now, before I pass on to Grant to cover off the result in more detail, I would like to acknowledge and thank all of our shareholders for your support of our businesses through what has been an unprecedented, challenging opportunity. We have come out of this period in a stronger position and hope to continue on this positive growth journey with you. Thank you. I now turn over to Grant.
Yes, the obligatory lifting of the mic distance as Cathy and I swap over. So, thank you very much, Cathy, for your ongoing support of THL as chair. So FY 2023 was a phenomenal year for THL, and it deserves celebrating. From a financial perspective, as Cathy mentioned, we delivered a record result. Whether you look at THL on a standalone basis, or whether you look at the pro forma merged group and compare it to the two best years in THL and Apollo's history, it is a record underlying pro forma result. From the figures on the screen, you'll see that it's been a complex result. With the merger completing partway through the year and with four different net profit after tax metrics that we reported.
The reality is that it is complex, but as we move forward into a full year as a merged group, our result will become less complicated, and we'll look to simplify the detail that we provide for both ease of understanding of our result and commercial sensitivity. I want to take a moment to acknowledge this result against our original expectations, set back in August last year. Combining THL and Apollo's first profit guidance for FY 2023 gave a result of approximately NZD 51 million at the top end, meaning our final result beat that original expectation by over NZD 25 million or 50%. It's a significant increase and a real testament to the quality of our team and the efforts throughout the year.
Their hard work has contributed to us delivering this result and put us in a position where we've been able to award all our permanent crew globally with a NZD 1,000 share or cash bonus, which will be payable later this month. That bonus has been received extremely positively. We're seeing many benefits from it already with employee engagement and retention. Looking ahead, I'm excited to announce that we've entered into an agreement in connection with the lease and development of our new flagship Auckland branch. Some may remember that unfortunately, our old branch burned down in late 2020, and we've been operating from a temporary site near the Auckland Airport since then. Our new site, located in South Auckland, will be transformational for THL.
We'll be investing approximately NZD 20 million over the next 14 months to redevelop the site so that it's fit for purpose as a rentals and vehicle sales branch, as well as the sole head office for our Auckland-based crew. We believe that the grounds, the facilities, and interior spaces of this location present a once-in-a-lifetime opportunity to deliver a world-class experience for our guests in a far more efficient manner. Our investment in this flagship site is a statement as to where we see the future of this business heading. The scale of the site will enable us to invest in a full-service RV Super Centre dealership, featuring an indoor showroom showcasing brand-new motor homes and caravans, an extended, extended retail store, and a large-scale service center for motor home owners.
This will be our first full-fledged dealership model in New Zealand, and we believe we will become the premier shopping destination for RV enthusiasts and owners alike in New Zealand. The development will also be undertaken in consideration of our future fit principles and with a focus on solar power, water conservation, and more. We look forward to hosting you as shareholders and potential customers, obviously, on our site as we open late next year. Having recently visited a number of our businesses and operating regions, it's worthwhile to give a brief update on our view of global tourism and the RV industry today. The global RV rental market has gone from strength to strength. We're seeing that prices are up across all aspects of the tourism industry, but wages and input costs are as well.
Demand has been extremely resilient, and customers are very accepting of the reality of higher tourism prices and remain keen to travel. The concept of revenge travel is out there a lot, but I think it's beginning to become a misnomer. The changes that we see appear to be much more of a long-term positive trend. RV rental supply remains well down on pre-COVID supply levels. We expect that it will take several years for this to recover, likely lagging behind the recovery in internationally aligned capacity. The positivity that we're seeing in tourism demand does contrast with the challenging broader macroeconomic conditions globally. The downside of the economic situation will have an impact on RV sales globally, but more so to the North American market than others. The usual RV purchaser in New Zealand or Australia would often be a mortgage-free retiree.
They may, in fact, have some benefit from the higher interest rates at the moment and can often be in a position where they're using savings to pay for the vehicles, so are far less impacted by rising financing costs. For THL, retail RV sales is a valuable growth area, but it's not business critical, and we expect growth again in calendar 2024 onwards. Moving on to an update on the latest North American high season, which normally covers the late June to September period. From a rentals perspective, we had a very positive season and achieved strong yields that were in line with our earlier expectations. The Canadian business benefited from a larger fleet size, and we had a stronger shoulder season, in fact, record result in both Canada and the USA in September. The USA had really high utilization over the Burning Man festival period as well.
From a vehicle sales perspective, we are seeing average margins continue to normalize just as we've previously indicated. Quarter one sales volumes are actually up on last year, but down on our expectations, reflecting that subdued retail RV market, driven again by those constrained household budgets and greater financing costs in North America. As we indicated in our annual results, we have already managed for this outcome by taking a conservative approach to our 2024 purchase volumes, so that our fleet size and our funds employed are appropriately managed to those market conditions. Looking at the broader RV industry in North America, the consensus is that total wholesale shipments of RVs, which covers towables and motorized, will be around the 300,000 mark in calendar 2023.
Generally speaking, that's seen as a low point, and in it there are expectations of a recovery in calendar 2024 of up to 20% in the growth of those RV volumes and shipments. Of critical importance is the current environment is generally seen as a temporary decline. There are no indications of any structural shift away from the growing interest in the RV category. When we consider THL's position in that RV category, it's important to recognize that our sales presence is predominantly in the used motor home part of the market. The motor home category has generally seen less of a decline than towables, and the used category is also partly protected as customers trade down to buy vehicles at a lower price point. The expected reduction in purchase and sales in this market over the next 18 months will see us slightly age the rental fleet.
However, we are operating a very young fleet in both the USA and Canada markets at present. On average, our operating fleet in Canada is only 1.2 years old and even lower in the USA at one. The positive upside to the current environment is that we are able to do more deals with suppliers on both delivery, timing, and price. We're currently in the process of implementing some new demand generation strategies in the USA to support a sustained improvement in our ROFE performance, and we remain positive about the medium and overall long-term outlook of the North American market beyond FY 2024.... Indeed, we're very positive about the synergies that we can create between the USA and the U.K. and Canadian businesses. When it comes to outlook, our expectations for FY 2024 remain unchanged from the guidance we provided at the annual results.
That is, we remain of the view that last year's pro forma underlying NPAT of NZD 77.1 million is a good starting point, and we continue to be positive about THL's opportunity for growth in FY 2024 and beyond. On a group basis, we've delivered a positive performance to date in this financial year relative to our expectations, with challenges in the retail RV sales market, particularly in North America, offset by outperformance in other areas of the business. We have decided not to provide any half-year guidance at this time, as it would not give clarity on the performance of the business across the full year. There are several factors that everyone will need to be considering and take into account when comparing the half-year result against the prior corresponding period.
This includes the sale of the 310 motor homes to JUCY in the first half of FY 2023, the impact of the acquisition accounting adjustments, and the THL global crew bonus that we talked about earlier, which is also being paid in the first half of FY 2024. These factors should result in H1 underlying contribution this year being a lesser proportion of the full-year result. Finally, I'd like to say a massive thank you again to all the executive management team and the crew right across THL globally. As Cathy said, it's been a challenging few years, and to deliver a record result and set such a strong path for growth into the future is a testament to the capability that we have right across the organization. I will now pass back to the Chair.
Thank you, Grant. I'll now move on to the formal items of business in the agenda. In accordance with the requirements of the New Zealand NZX listing rules and the company's constitution, Gráinne and myself will be stepping down by rotation this year. Additionally, having been appointed by the board during the last 12 months, each of Sophie, Rob Baker, Luke, and Grant will be stepping down and putting ourselves up for election as directors. We are operating a poll for all resolutions today. Eligible voters or proxy shareholders have been given a voting card. For each resolution, you need to tick the box indicating whether you are voting for or against the resolution or abstaining. Link representatives will collect the voting cards at the end of the resolutions prior to general business, and the votes will be counted and collated with the postal and online votes.
For those attending the meeting online, you will be able to cast your votes by clicking Get Voting Card. Further instructions can be found in the online portal guide. Voting will remain open until five minutes after the conclusion of the meeting, and the results of the vote will be announced on the NZX and ASX. Each resolution set out on the notice of meeting to be considered is an ordinary resolution and must be approved by a simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. As the first resolution relates to my election, I will pass over the chair of the meeting to Rob Hamilton.
Thank you, Cathy. Resolution 1 concerns the re-election of Cathy Quinn as a director of the company. Cathy joined the board in 2017 and was appointed as Chair in June 2022. I now invite Cathy to say a few words about her re-election.
Thanks, Rob. It's been my privilege to serve on the board over the past three years, including as chair since June last year. I was first appointed to the board in September 2017. My background was that I was a corporate lawyer for 35 years, advising on mergers and acquisitions, capital markets, and securities law matters. I chaired my old law firm, MinterEllisonRuddWatts, during a period of positive transformation and change. I'm also on the board of Fletcher Building, Fonterra, Rangatira, Chair Fertility Associates, and a Pro-Chancellor of Auckland University. I believe the skills and experience I have acquired over nearly 40 years are useful around the Tourism Holdings board, including as Chair.
I believe Tourism Holdings has a bright future, and I look forward to seeing the team continue to deliver on the promise from the merger with Apollo, the benefits we see from the rebound in tourism, and the opportunities for growth we see ahead. I humbly ask for your support to be re-elected to the Board of Tourism Holdings.
Thank you, Cathy. I now propose that Catherine Agnes Quinn, who retires by rotation and is eligible for re-election, be re-elected as a director of the company. Are there any questions for Cathy from the floor? I don't see any. Are there any questions from shareholders online? No questions. No questions. Excellent. Thank you. Please cast your vote on the voting card or online in relation to Resolution 1, and I'll now pass back to Cathy for the rest of the meeting.
Thanks very much, Rob. Resolution 2 relates to the re-election of Gráinne Troute as a director of the company. Gráinne joined the board in 2015, and has chaired the Remuneration and Nomination Committee since then, handing over the baton at the end of this month to Sophie Mitchell. Gráinne is also a member of the Health, Safety, and Sustainability Committee. I'll now invite Gráinne to say a few words.
Thank you, Cathy, and hi, everyone. I'm grateful for this opportunity to address you briefly today in offering myself for re-election. THL is an exciting, innovative, and resilient business, and I've been privileged to serve as a director of the company for the last eight and a half years. My other listed boards are Summerset Holdings and Investore Property. I serve as an independent director on the board of legal firm Duncan Cotterill, and also recently took on the role of Chair of Montana Group after concluding my three-year term as Chair of Tourism Industry Aotearoa. From the standpoint of my own background and skill set, I bring long experience in the governance and leadership of large businesses in the competitive and dynamic environments of tourism, hospitality, and retail.
These experiences have allowed me to develop particular capability in and understanding of the leadership of large and diverse workforces, change management and its relationship with people, operations, and systems, strategy, and as importantly, the operational delivery of that strategy, corporate social responsibility and reputation, and human resources management and executive remuneration. As shared by Cathy and Grant, the board and management have bold ambitions for the future, the delivery of which requires, among other things, a strong board of directors with diverse and complementary capabilities. While given my long and very proud tenure, this will be the last time I stand for the THL board, I'm committed to striving toward those ambitions alongside my colleagues in support of THL's hardworking and committed leadership team.
I'm excited about the future of THL and enthusiastic to continue to play my part as a fully engaged member of the board, the Remuneration and Nomination Committee, and the Health, Safety, and Sustainability Committee. I am accordingly pleased to seek re-election today.
Thanks, Gráinne. Are there any—I now propose that Gráinne Patricia Troute, who retires by rotation and is eligible for re-election, be re-elected as a director of the company. Are there any questions for Gráinne from the floor? No. Are there any questions from shareholders online?
No questions.
Please cast your vote on the voting card or online in relation to Resolution 2. Resolution 3 concerns the election of Sophie Mitchell as a director of the company. Sophie joined the THL board on completion of the Apollo merger last year. Sophie is a member of the Audit and Risk and Market Disclosure Committee, and has recently been appointed as Chair of the Remuneration and Nomination Committee, effective from the end of this month. Prior to the merger, Sophie was Chair of the Apollo board, having been appointed to the Apollo board in 2016. I'll now invite Sophie to say a few words.
Thanks very much, Cathy. I was first introduced to the RV business when I met Luke and Karl Trouchet before they listed their family business in 2016. They invited me to join the board of Apollo at that time and ahead of the float, and I became the chair of Apollo in 2019. I accepted the offer to join the THL board following the merger in December 2022, and as mentioned by Cathy, have recently been invited to take up the role of Chair of the Remuneration and Nominations Committee for the company. My background is in corporate finance, with my executive career split between equities research and corporate finance. I gained considerable experience as an analyst of, and advisor to, many tourism and travel companies.
During my career, I also gained management experience as a member of senior management teams from the mid-1990s. My other current board roles include ASX-listed Corporate Travel Management, which operates globally in many of the same markets as THL, and where I also chair the Remuneration and Sustainability Committee. I'm also on the board of unlisted businesses, Myer Family Investments Limited, Firstmac Limited, and Morgans Holdings (Australia) Limited. Similar to everyone I've met at Apollo or THL, I thoroughly enjoy travel, and I've had great fun experiencing RV holidays with my family and friends in places like Far North Queensland and Tasmania. I've also enjoyed visiting THL's operations when I'm traveling, and most recently met the Just go team at the Toddington branch, north of London.
I think THL and the global RV sector has a great future, and with your support, I look forward to being part of THL's ongoing journey. Thank you.
Thanks, Sophie. I now propose that Sophia Adele Mitchell, appointed by the board on 30 November 2022, be elected as a director of the company. Are there any questions for Sophie from the floor? Are there any questions for Sophie online?
No questions.
Please cast your vote on the voting card or online in relation to Resolution 3.... Resolution four concerns the election of Rob Baker as a director of the company. Rob joined the board on the completion of the Apollo merger last year, and is a member of the Audit and Risk, and the Health, Safety and Sustainability Subcommittees. Prior to the merger, Rob was a director of Apollo, having joined the Apollo board in 2020. I'll now invite Rob to say a few words.
Thank you very much, Cathy, and good afternoon, everyone. Rob Baker is my name. I'm based in Brisbane, in Australia, and as Cathy said, prior to joining the THL board, I was a member of the Apollo Tourism and Leisure Board. I was appointed to that board in January 2020, which sounds a fine date, but just go forward two months to March 2020, when the global tourism business was shut down as governments reacted to the pandemic. My friends tell me my sense of timing is terrible. I'm always comforted by the fact that it's not so much the timing of when you do something like this, it's the time in the market as being a director. Let me tell you a little bit about that.
My professional background was up until March 2014. I was a partner of PricewaterhouseCoopers in Australia. My expertise was in external audit, internal audit, financial reporting, accounting advice, due diligence. During that time, I also got to run parts of that business, and I was approaching retirement. I was approached by the Flight Centre Travel Group to see if I would be interested in being a director of them. I did express interest, and today I remain a director of the Flight Centre Travel Group. It's a global travel business. In addition to Flight Centre, I'm also the chairman of an Australian ASX-listed small technology company called Gathid. My wife told me she didn't care what I did when I retired, as long as I didn't stay home, so I took her wise advice to heart with that.
And so, when I have time that's not being devoted to the listed companies, I actually do quite a bit of volunteer and pro bono work for not-for-profit organizations as members of their boards or organizing committees. It's an honor to be asked to be a director of an organization. It's a privilege to be appointed. With my Apollo hat on, we knew THL was a good business, and so when these businesses merged, we knew we had the potential to really do something special for our stakeholders. We've started to do that. There's still some work to go. I've been delighted with what I've seen so far, and I really do thank you for considering my re-election today.
Thanks very much, Rob. I now propose that Robert Baker, appointed by the board on 13 November 2022, be elected as a director of the company. Are there any questions for Rob from the floor? Are there any questions from shareholders online?
No questions.
Please cast your vote on the voting card or online in relation to resolution Resolution 5 concerns the election of Luke Trouchet as a director of the company. Luke joined the board on the completion of the Apollo merger last year, and is an executive director focused on mergers and acquisitions and global transitions. I'll now invite Luke to say a few words.
Thank you, Cathy, and good afternoon, everyone. I kindly seek your support for my re-election to the board. My journey includes serving as the former CEO and Managing Director of Apollo Tourism and Leisure. I became an Executive Director of THL on the completion of the merger between our companies in December 2022. With Apollo being founded by my parents in 1985, I've been immersed in this industry since childhood. I completed a law degree and joined the family business full-time in 1996. Under my leadership, Apollo expanded its operations across Australia and internationally, while also vertically integrated by incorporating manufacturing and retail dealerships. In 2016, I successfully listed the business on the ASX and subsequently completed various acquisitions to accelerate growth.
I'm genuinely excited to be part of THL and to harness the potential created by our merger, especially as we navigate the post-COVID recovery phase. As my family is currently the largest shareholder, I am dedicated to the company's present and future prosperity and are committed to a significant long-term holding. With over 26 years of experience in the RV industry, covering rental, manufacturing, retail, and M&A, I'm confident that I can make a significant and valuable contribution to THL's continued success. I sincerely thank you for considering my re-election and for your continued support.
Thanks very much, Luke. I now propose that Mr. Luke Gustave Trouchet, appointed by the board on 30 November 2022, be elected as an executive director of the company. Are there any questions for Luke from the floor? Are there any questions from shareholders online?
No questions.
Please cast your vote on the voting card or online in relation to Resolution 5. Resolution 6 concerns the election of Grant Webster as a director of the company. Grant was appointed as CEO of THL in 2008, and was appointed an executive director on the completion of the Apollo merger last year. I'll now invite Grant to say a few words.
Thanks, Cathy. As CEO for just on 15 years, an employee of the company for over 18, I've definitely got a deep passion for this business, the guests we serve, and the crew, and of course, our valued shareholders as well. I am an investor in the, in the company, with over 2 million shares in personal beneficial ownership and, and like the fact that our interests are, are very well aligned. I've got broad experience in executive positions, first leading a retail team of over 2,000 people over 25 years ago. I won't say what age I was at the time. I also have knowledge from gaming and hospitality industries. I acknowledge the difference between CEO and governance roles and will always remain diligent in working for the best interests of the company and shareholders with a strong long-term focus.
I appreciate the potential to serve you as a director as well as CEO and ask for your support accordingly. Thank you.
... Thanks, Grant. Are there any questions from Grant from the floor? Are there any questions from shareholders online?
No questions.
Please cast your vote on the voting card or online in relation to Resolution 6. Resolution 7 relates to a proposed increase in the director's fee pool. The proposed increase, if approved, would amount to an increase to the maximum pool of just under 14%, and is the first proposed increase to the pool since the 2018 annual meeting. As the current headroom is only NZD 15,000, the increase would allow the board to approve payments to directors for assuming additional responsibilities over and above the normal duties, should that arise. It would also allow for annual inflationary adjustments to the fee schedule as required. The board is not proposing to undertake a market-relative adjustment to the current directors' fees in relation to normal duties, but we do intend to implement an inflationary adjustment during the 2024 calendar year.
I now propose that the maximum aggregate amount of remuneration payable to all directors, taken together in their capacity as directors, be increased from NZD 750,000 per annum to a maximum of NZD 850,000 per annum, plus GST, if any. With this sum available to be paid to the directors of the company, as the board considers appropriate, and which may be payable either in whole or in part, by the way of an issue of ordinary shares in the company, provided that any issue occurs in accordance with and compliance with Listing Rule 4.7.1. I note that the directors and the respective associated persons are disqualified from voting on this resolution.
Where I have been appointed as a proxy for a shareholder, I will only exercise those votes in accordance with the express instructions of the shareholder and will not be voting any undirected proxies. Are there any questions from the floor in relation to this resolution? Are there any questions from shareholders online?
No questions.
Please cast your vote on the voting card or online in relation to Resolution 7. Resolution 8 relates to the directors setting the remuneration of our auditors. PwC was THL's auditor for the 2023 financial year, and as announced early this month, following an RFP process, EY was appointed as THL's auditor for the 2024 financial year. I propose that the directors are authorized to fix the remuneration of the auditors for the ensuing year. Are there any questions in relation to this resolution? Nothing from the floor. Anything online?
Nothing online.
Please cast your vote on the voting card or online in relation to Resolution 8. That ends the resolutions of this meeting. For those of you in the room with us today, representatives from Link Market Services will now collect your voting cards. For those joining us online, please ensure that your votes have been submitted. Excuse me. At this time, I'd like to advise the outcome of proxy votes that were lodged in respect of each of the resolutions. I will not read the proxy results for each resolution, but they are shown on the screen now. Moving on to general Q&A, I would like to open up the floor and online for questions. So do we have questions from the floor? Are there questions from shareholders online?
We do have a question from David Lovrich, who's asked: "There are directors on the THL board with too many directorships. Why is there not a limit on the number of directorships when research shows what works on this issue?
I thank you, David, for the question. Most proxy advisors recommend that directors do not have more than five listed company directorships, and a chair role includes two. There is no director on the board of THL with five directorships. From our perspective, and my perspective as chair, every director on this board fully attend, gives the full attention that is required to the board of THL. We've seen absolutely no issues in terms of capacity. We regularly review board performance, including doing external reviews, and take that feedback on board, so we don't see that as an issue today. Are there any other questions?
There's also a question from Peter and Sol- Sonia Holdsworth. They've just commented, "The report was quite difficult to read. It had very fine print.
We appreciate the feedback, and we'll certainly seek to take that into account next year. Sorry?
Further online.
Nothing further online. Nothing else in the room? All right, then. On that basis, there being no other matters of business, I would like to thank you all for your attendance, and I now declare the meeting closed and invite those of you here today to stay for a light afternoon tea. Thank you very much.