Aon plc (AON)
NYSE: AON · Real-Time Price · USD
295.64
-0.41 (-0.14%)
Sep 18, 2026, 4:00 PM EDT - Market closed
← View all transcripts

AGM 2017

Jun 23, 2017

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

Good morning. 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 2017 Annual General Meeting of Shareholders and call the meeting to order. In accordance with the notice of meeting given, it is now past 8:00 A.M. British Summer Time, and I'm informed that there is a quorum present. I declare that the Annual General Meeting is open. There are 13 items of business on today's agenda, as set forth in the proxy material sent to shareholders on or about May 5, 2017. 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 questions during the Q&A portion of the meeting.

For those of you listening to our 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 Secretary, who will provide the secretary's report.

Peter Lieb
Company Secretary, Aon

Thank you. Notice of this Annual General Meeting, together with Aon's proxy statement and annual reports for the year ended December 31, 2016, were made available beginning May 5, 2017, to shareholders of record as of the close of business on April 25, 2017. Aon has appointed Richard Adams 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 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 in today's General Meeting.

Based on a preliminary report of the Inspector of Election of the 262,279,857 shares entitled to vote at the meeting, more than 235,956,110 shares, representing approximately 90% of the total voting rights of all of the shareholders entitled to vote, are present in person or by proxy at the meeting. I declare that a quorum is present, and we will proceed with the meeting. A list of the shareholders eligible to vote at this Annual General Meeting, as certified by Computershare, as well as a copy of the minutes of the 2016 Annual General Meeting of Aon shareholders, are available at this meeting for inspection. I would like to turn the meeting over to Aon CEO, Greg Case.

Gregory C. Case
CEO, Aon

Thank you, Peter. I appreciate it. First, I just want to say on behalf of the management, we welcome our shareholders who are here today and participating on the webcast. Thank you very much for that support. In addition, on behalf of the management team, I want to in particular thank our board of directors for their support throughout the year and guidance as we have worked hard to build and support Aon. Thank you very much to our board of directors. Just want to offer a couple of thoughts before turning the webcast over to Christa Davies, our CFO.

The thoughts start with our strategy, which continues to be the same strategy we've had for over the last decade, focused on being the preeminent professional services firm in the world, focused on risk, retirement, and health, underpinned by data and analytics and all the capability that comes with that. Want to highlight that we're as strong as we've ever been in the opportunity to push the firm forward. Further strengthened by the sale of our outsourcing business which we recently completed, which is a real catalyst to help us actually continue to build and strengthen the firm with to and including over $3 billion, which we can invest back into the firm. A very strong position, privileged position on behalf of our clients and colleagues around the world. Feel very good about that overall approach. In addition to that, we have recently introduced Next slide.

We've recently introduced a single P&L, which is a voice to the world, very unique sort of in our industry. A single P&L, which literally brings together the idea of Aon United. In the context of that single P&L, we have five revenue lines, which you see represented. Commercial Risk Solutions, Reinsurance Solutions, Retirement Solutions, Health Solutions, and Data & Analytics Services. This is really an opportunity to represent to the world our growth vectors, and it's been exceptionally well received by our shareholders as they've seen us present the single P&L and the five revenue lines in the context of that. The final slide I'd like to highlight is when I describe investments. Aon's balance sheet, the strongest it's ever been in its history. We feel very privileged to have the opportunity to not only invest back into the firm by way of acquisitions.

You see a number represented here in Cyber Solutions and Health and affinity, and many of our major areas of growth around the world. Substantial investment back into the firm, substantial investment in buyback of our shares, substantial investment in organic investment as well. An opportunity to truly strengthen the firm. In short, we would highlight to our shareholders, we feel very privileged in the journey we have going forward. We're in a very strong position to continue to invest in overall Aon and look forward to the coming year and the opportunity for Aon. Again, thank you very much on behalf of our management team. It's now my pleasure to turn the call over to Christa Davies, our CFO. Christa?

Christa Davies
CFO, Aon

Thanks so much, Greg. As our shareholders know, we very much focus the company on free cash flow. We do expect substantial free cash flow growth over the long term. We did finish 2016 with record free cash flow of $2.1 billion. We have been focusing the company very much on improving return on capital. We have improved return on capital 540 basis points over the last six years to 17.1% at the end of 2016. We are now very much focused on translating each dollar of revenue into an increasingly high amount of free cash flow, improving free cash flow margin. Free cash flow margin at the end of 2016 was 18.1%, the highest in our industry and several hundred basis points higher than all of our competitors.

As we think about the coming years, we do think there are three primary areas of free cash flow growth over the long term. The first is continued growth in revenue and expansion in margin. The second is continued improvements in working capital. The third is a lower effective tax rate over the long term. As we think about the near term, we are really focused on being accretive to 797 in earnings in 2018. We will continue to grow free cash flow double digits over the long term. We feel really good about substantial free cash flow growth for the firm over the long term. With that, I will turn the call back to Lester.

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

Thank you, Christa and Greg, for the update. We are now ready to take any questions. Please direct your questions to Greg or Christa or myself, or any member of the board of directors. Any shareholder who wishes to ask a question, please raise your hand and we will bring you a microphone. Please give your name or the name of the person you represent to ask the question. Any questions at this time? Seeing none, I would like to now turn the meeting back to Peter for the resolutions to be considered at today's annual meeting.

Peter Lieb
Company Secretary, Aon

Thank you, Lester. Jin-Yong Cai has been nominated for election as a director of the company. The following individuals have been nominated for re-election as directors of the company. Each will be re-elected by way of a separate ordinary resolution of the company. Lester B. Knight, Gregory C. Case, Fulvio Conti, Cheryl A. Francis, J. Michael Losh, Robert S. Morrison, Richard B. Myers, Richard C. Notebaert, Gloria Santona, Carolyn Y. Woo. There are 11 additional matters scheduled to be acted upon by ordinary resolution at this meeting. One additional matter 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 frequency of holding an advisory vote on executive compensation of the named executive officers as set forth in Aon's proxy statement. The approval of the directors' remuneration policy included in the directors' remuneration report, which is included in Aon's annual report and accounts. 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, 2016, together with the 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, 2017.

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 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 shares in Aon. The authorization of Aon and its subsidiaries to make political donations and expenditures. As an ordinary resolution, each resolution requires a simple majority of the votes cast to be voted in favor of the resolution to pass.

In addition, and in accordance with the recommendation of the board of directors, I move the authorization of the board of directors to allot equity securities for cash without the rights of preemption provided by the Companies Act 2006 for approval by special resolution. As a special resolution, this 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 B. Knight
Non-executive Chairman of the Board of Directors, Aon

Thank you, Peter. We will now conduct the official business of the meeting. It is now 8:11 A.M. British Summer Time. I formally propose that each of the resolutions set out in the notice of meeting are put to the meeting, and 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 out to all shareholders prior to the 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've 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 and you will 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 the meeting. Will the Inspector of Election please collect all ballots at this time? Are all ballots in?

Richard Adams
Inspector of Election, Computershare Investor Services PLC

Yes.

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

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 is 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. It's my pleasure to introduce our non-executive directors. I'd like to ask those who are seated in the first row to stand and please be recognized. Jin-Yong Cai. Fulvio Conti. Cheryl Francis. Mike Losh. Bob Morrison. 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 would also like to thank Greg and Christa and their management team for their significant efforts on behalf of the company and its shareholders. I'd like Peter to report on the voting. Thank you.

Peter Lieb
Company Secretary, Aon

Following a review of proxies received and tabulated, each nominee for election or reelection 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, and made available on the company's website. I will now turn the meeting back to Lester for closing remarks.

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

Thank you, Peter. That concludes the business of the meeting. I'd like to express our sincere appreciation to those shareholders who attended the annual general meeting and to those who submitted proxies. We are now declare this meeting closed. Thank you