Aon plc (AON)
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AGM 2019

Jun 21, 2019

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

Good morning, ladies and gentlemen. I'm Lester Knight, chairman of Aon's board of directors. At this time, it's my pleasure to welcome all of you to Aon's 2019 Annual General Meeting of Shareholders and call the meeting to order. In accordance with the notice of the meeting, given that it's now past 8:00 A.M. British Summer Time, and I'm informed that there is a quorum present, I declare that the annual meeting is open. There are 14 items of business on today's agenda, as set forth in the proxy material sent to shareholders on or about April 26, 2019. There'll be an opportunity later in the program for questions. We are also joined by representatives of Aon's auditors, Ernst & Young, and they will be available for the appropriate questions during the Q&A portion of the meeting.

For those of you listening to our web meeting this morning via audio webcast, the slides that accompany this presentation can be viewed on Aon's website at www.aon.com. It's my pleasure to introduce Peter Lieb, the company's secretary, who will provide the secretary's report.

Peter Lieb
Company Secretary, Aon

Thank you, Lester. Notice of this annual general meeting, together with Aon's proxy statement and annual reports for the year ended December 31, 2018, were made available beginning April 26, 2019, to shareholders of record as of the close of business on April 23, 2019. Aon has appointed Daniel Armistead of Computershare Investor Services PLC as Inspector of Election for the voting at the annual general meeting. In accordance with the articles of association of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as a best practice as it gives all shareholders the opportunity to participate in the decision-making of the company and have their votes recorded, even if they are unable to attend the meeting in person. As noted by our chairman, a quorum is present at today's annual general meeting.

Based on a preliminary report from the Inspector of Election, of the 240,521,240 shares entitled to vote at the meeting, more than 213 million shares, representing approximately 89% of the total voting rights of all of the shareholders entitled to vote, are present in person or by proxy at the meeting. As a result, I declare that a quorum is present, and we will proceed with the meeting. A copy of the minutes of the 2018 annual general meeting of Aon shareholders is available at this meeting for inspection. I would like to turn the meeting over to Aon CEO, Greg Case.

Greg Case
CEO, Aon

Thank you, Lester, and thank you, Peter. On behalf of the board and management, we want to welcome our shareholders to the annual general meeting and other interested parties. Terrific to have you here with us. I would also like to offer on behalf of management, a heartfelt thanks to our board of directors for your guidance and support over the course of the year. We truly appreciate it. The primary message we'd like to convey today to our shareholders is that Aon is in a very strong position to support and serve our clients. It's a position we built on and supported over the years in terms of the overall perspective and view.

If you look at our overall platform today, we place $120 billion plus into the marketplace, so well-positioned to help our clients think about their risk needs and the evolving risk needs they've got, as well as the retirement investment needs that our clients have. If you look at sort of the $3.1 trillion under advisement across the world, that's roughly 10% of the global pension market worldwide, $31 trillion, we're $3.1 trillion. In addition to that, over $180 billion that are directed into the market on the health side. If you think about your firm, we sit today in a position in which the global economy is undergoing tremendous change. Clients have tremendous change in the pressures in their business. Risks have never been greater and continue to increase.

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

The challenges in retirement are substantial and continue to increase, and the challenges on health are substantial and continue to increase. Your firm is in a very strong position to help support and guide those decisions. We also want you to understand not only are we in a strong position, that we're continuing to invest and strengthen the overall firm. The journey we've been on over the period of years really starts back in the foundation-setting parts of Aon in the late '80s and the early 2000s, really strengthening that foundation, and now in 2017, for the last couple of years, really focused on how we get the most out of that platform and delivering on our potential.

If you think about structural steps we've taken over the last 18 months, we've gone to a single brand, a single OpCo, a single P&L, done some things with Aon Business Services never been done before in our industry to strengthen overall platform. The OpCo really is all about how we capture the full potential of our one firm. We've taken a number of steps to make that happen. In addition to developing a group of new ventures, a new ventures group, in which we're looking at ways to create innovation in ways our industry and Aon hasn't before, and scaling it in ways our industry hasn't before. The overall view we want to make sure we convey to our shareholders is that your firm is in a strong position, but we are absolutely focused on continuing to strengthen it over time on behalf of our clients.

With that set of efforts from a strategic standpoint, we've also been fortunate to deliver a set of financial results that have been strong over this period of time. Again, we aspire to continue to build on that overall record. With that perspective, I'd like to turn the webcast now over to our CFO, Christa Davies. Christa?

Christa Davies
CFO and EVP of Global Finance, Aon

Thank you so much, Greg. As you know, we really do run the firm based on free cash flow, and we optimize the firm based on free cash flow returns.

One of the things we're really focused on is driving free cash flow margin. For each dollar of revenue we receive, we try and maximize the amount that we generate in terms of free cash flow dollars from that $1 of revenue. You can see the free cash flow margin expansion, almost 1,000 basis points over the last 10 years, really impressive achievement. We do have a goal that we've described to our shareholders of double-digit free cash flow growth for the foreseeable future, really driven by three key things. Continued growth in operating income, continued improvements in working capital, and a reduction in discretionary uses of cash, which is about $620 million over the next really 18 months between now and the end of 2020.

If you think about the $1.45 billion of free cash flow we started with at year-end 2018, you just add the $620 million of reduction of free cash flow, you've got $2.1 billion as your starting point to really then grow in terms of operating income and working capital. You can see how the growth in free cash flow, particularly over the next 18 months, is going to be accelerated. We really do see double-digit free cash flow growth for the foreseeable future. We see substantial growth in shareholder value really coming from free cash flow acceleration combined with a reduction in share count, leading to free cash flow per share, and substantial value creation for shareholders. With that, I'll turn the call back over to Lester.

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

Thank you, Greg and Christa. Thank you for all you're doing to build a great company for our shareholders. Now we're ready to take your questions. Please direct any questions to Greg, Christa, or me, or any member of the Board of Directors. Any shareholder who wishes to ask a question should rise, raise your hand. Please give me your name or the name of the person you represent and ask your question. I kindly remind you that questions must be confined to the business of this meeting. Yes. No. You can just stand up.

Yvan Le Gris
Shareholder, Private Investor

Okay. I hope everyone can hear me. I know most of you in the room, and there are some new directors. Hi, I'm Yvan Le Gris. I know most of you in the room, but there are some new directors who don't know me. For the record, I'm an ex-Executive Committee member of Aon, and I was Chief Executive of the consulting business of Aon Hewitt until I left the firm three years ago. I've got a comment and a question really on the executive remuneration report, so maybe to Dick. I have read with great interest the report. I have to choose my words carefully and be polite, but I consider the level of remuneration of the CEO in 2018 to be very high and excessive.

The reason I say that is because you have picked a peer group of companies against which to benchmark pay. When you look at your own report in terms of the total shareholder return versus that peer group, Aon has not outperformed the group. The level of pay in 2018 puts the CEO in the top 20 in the U.S. on the Equilar comparator table, and the top one in the U.K. for U.K. FTSE 100 companies. I think the problem with the level of pay goes to a question of judgment. Judgment first in terms of the re-signing of the Chief Executive's contract of employment and a very generous sign-on fee in 2015.

The choice of metric, the singular metric of adjusted earnings per share driving the long-term performance plan creates a situation where we are looking at returning money to the shareholders to reduce share count and cost management and restructuring savings, which are driving the earning side. The problem with that is, in the long run, does that create a stronger firm for us, the shareholders, to look forward to? The question really is to the Compensation Committee, how do you justify the level of pay in 2018? The broader question is: Is there a reflection on the growing proportion of your shareholders who are voting against your Executive Committee report which grew last year? Those two questions, please. Thanks.

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

Thank you. Dick, did you want to make a comment here?

Richard Notebaert
Director, Aon

Thank you for your question. When we look at the performance of the company over a period of time, a number of years, our company, the value of our assets has increased substantially, and we've adjusted as the market has adjusted. I think that's reflected in our compensation tables and how we manage the business. We are comfortable with the way we have approached this. We do discuss it at every meeting, as you know, and we will continue along this journey, as was said in the opening comments by our CEO.

As far as relativity I think looking at the performance of our CEO and the performance of this company, and I look at the stock price, and I look at our customers, I look at the feedback we get, and we as a committee evaluate that against other companies, and we feel we are positioned at the appropriate place at this point in time. Again, thank you for your question.

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

Thank you, Dick. Any other questions by anybody? Seeing none, I'd like to turn the meeting back to Peter for resolutions of today's annual general meeting. Thank you.

Peter Lieb
Company Secretary, Aon

Thank you. The following individuals have been nominated for re-election as Directors of the company, and each will be re-elected by way of a separate ordinary resolution of the company. Jin-Yong Cai , Gregory C. Case, Jeffrey C. Campbell, Fulvio Conti, Cheryl A. Francis, Lester B. Knight, J. Michael Losh, Richard B. Myers, Richard C. Notebaert, Gloria Santona, Carolyn Y. Woo. There are 10 additional matters scheduled to be acted upon by ordinary resolution at this meeting, and three additional matters scheduled to be acted upon by special resolution. In accordance with the recommendation of the Board of Directors, I move the following proposals for approval by ordinary resolution. An advisory vote on the compensation of the named executive officers as set forth in Aon's proxy statement. An advisory vote on the Directors' remuneration report included in Aon's annual report and accounts.

The receipt of Aon's annual report and accounts for the year ended December 31, 2018, together with reports of the directors and the auditor. The ratification of the appointment of Ernst & Young LLP as Aon's independent registered public accounting firm for the year ended December 31, 2019. The reappointment of Ernst & Young LLP as Aon's United Kingdom statutory auditor under the Companies Act 2006 to hold office from the conclusion of the meeting until the next annual general meeting at which accounts are laid before Aon. The authorization of the directors to determine Ernst & Young's remuneration as statutory auditor. The approval of the amended and restated Aon plc 2011 Incentive Plan. The approval of the forms of share repurchase contracts and the repurchase counterparties through which Aon may conduct repurchases pursuant to the company's share repurchase program.

The authorization of the directors to exercise all powers of Aon to allot shares or grant rights to subscribe for or convert any security into Aon shares. The authorization of Aon and its subsidiaries to make political donations and expenditures. As an ordinary resolution, each resolution requires a simple majority of votes cast to be voted in favor of the resolution to pass. In addition, in accordance with the recommendation of the Board of Directors, I move the following proposals for approval by special resolution. The approval of the reduction of capital. The approval of the adoption of the new articles of association, and the authorization of the Board of Directors to allot equity securities for cash without the rights of preemption provided by the Companies Act 2006.

As a special resolution, each resolution requires that shareholders representing at least 75% of the votes cast to be voted in favor of the resolution to pass. As required by our articles of association, the vote will be taken on a poll. As a result, each person represented in person or by proxy is entitled to one vote for every share held. I will now turn the meeting over to Lester.

Lester Knight
Non-executive Chairman of the Board of Directors, Aon

Thank you, Peter. We'll now conduct the official business of the meeting. It is now 8:16 British Summer Time. I formally propose that each of the resolutions set out in the notice of the meeting are put to the meeting. I declare the polls open for voting on all of the resolutions. Let me spend a moment reviewing the voting procedures. Proxy statements and proxy voting cards were sent to all shareholders prior to this meeting. Those of you who returned proxies prior to this meeting authorized the persons named in the proxy to vote on all proposals coming before the meeting. Similarly, if you granted your proxy over the telephone or internet, you do not need to vote during the meeting. Any shareholder who has not submitted a proxy or who wishes to change his or her vote, please stand now. You'll be given a ballot.

Anyone who still has a proxy card should now hand it to the Inspector of Election so it may be counted as a vote executed in person at this meeting. Will the Inspector of Election please collect all ballots at this time? Are all ballots in? Thank you. All ballots are in. I now declare the polls closed. Peter, please note the time of the closing of the polls for the minutes. The Inspector of Election requested to tabulate the proxies and ballots and report the final voting results to the Company Secretary. Peter will announce the provisional results as soon as possible. Now it's my pleasure to introduce our non-executive directors. I would like to ask each director to stand and be recognized. Starting with Jin-Yong Cai. Thank you. Jeff Campbell. Fulvio Conti. Cheryl Francis. Mike Losh. Dick Myers. Dick Notebaert. Gloria Santona. Carolyn Woo.

Please join me in thanking the directors for all the time and effort they devote on behalf of Aon and its shareholders. I'd also like to thank Greg and Christa and the management team for their efforts on behalf of Aon and its shareholders. Now I'd like to ask Peter to report on the voting.

Peter Lieb
Company Secretary, Aon

Following a review of proxies received and tabulated, each nominee for re-election as director received a majority of the votes cast at this meeting. In addition, each other proposed resolution has been approved as an ordinary or special resolution as required. These results are provisional. The Inspector of Election will furnish a written report of the final vote count, which will be attached as an exhibit to the minutes of this meeting, reported in a filing by Aon with the Securities and Exchange Commission, made available on the company's website. I will now turn the meeting back to Lester for closing remarks.