Slide 1: EROAD 2023 Corporate Governance Roadshow
EROAD 2023 Corporate Governance Roadshow Transportation technology services company EROAD LIMITED (NZX/ASX: ERD) attaches a copy of the Corporate Governance roadshow that the Chairman Graham Stuart and General Counsel Ksenija Chobanovich will be presenting to a number of investors in the upcoming pe
Slide 2: EROAD Governance Roadshow
For personal use only EROAD GOVERNANCE ROADSHOW Graham Stuart, EROAD Chair Ksenija Chobanovich, General Counsel and Company Secretary June 2023 1
Slide 3: Important Information / Non-GAAP Measures
For personal use only IMPORTANT INFORMATION NON-GAAP MEASURES The information in this presentation is of a general nature and does not EROAD has used non-GAAP measures when discussing financial constitute financial product advice, investment advice or any performance in this document. The directors
Slide 4: FY23 Highlights
FY23 HIGHLIGHTS REPORTED REVENUE R&D AS A % OF REVENUE REPORTED EBITDA ASSET RETENTION RATE For personal use only $174.9m 23% $45.2m 94.8% normalised for one off contingent reflecting the benefit from the FY23: $39.0m normalised for reflecting high asset retention consideration accounting impacts gr
Slide 5: Our Board
OUR BOARD • Sara Gifford, a North American director, joined the Board at the start of FY23 • Search for additional directors has For personal use only commenced and expected to complete in next 3 months • External Board review in FY24 after GRAHAM STUART1,2 BARRY EINSIG2,3 SUSAN PATERSON1,2 onboardi
Slide 6: Ensuring We Have the Right Skills Around the Board Table
ENSURING WE HAVE THE RIGHT SKILLS AROUND THE BOARD TABLE For personal use only PAGE 5
Slide 7: FY23 A Year of Recovery
FY23 A YEAR OF RECOVERY • Company went off the rails in FY22; FY23 results reflect strategic shift and rebuilding momentum. • Board responded by: • Giving market guidance in May 2022 For personal use only • Appointing new CEO and CFO • Supporting the new CEO to appoint a new senior management team •
Slide 8: What's on the Board's Agenda for FY24?
WHAT’S ON THE BOARD’S AGENDA FOR FY24? For personal use only • Board renewal • Implementation of the refreshed strategy set to provide pathway to Performance Compliance Focused on the sustainable, profitable growth big picture • Identify partnership opportunities to assist EROAD in accelerating Meas
Slide 9: Structure of Board/Subcommittees
STRUCTURE SHAREHOLDERS OF BOARD/ SUBCOMMITTEES EROAD BOARD • Strategic Direction • Health & Safety • Governance Framework/Practices • Cyber Security • ESG • Reporting Oversight For personal use only • Established a Technology Board subcommittee during FY23 FINANCE, RISK AND AUDIT REMUNERATION, TALEN
Slide 10: EROAD Director Fees
EROAD DIRECTOR FEES3,4 DIRECTOR FEES $900,000 $800,000 • Selwyn Pellett’s directorship status updated from an Executive Director to a $700,000 non-Executive Director in FY23. • When determining director fees, EROAD $600,000 considers the median director fee levels For personal use only for comparabl
Slide 11: Executive Remuneration
EXECUTIVE REMUNERATION FY23 Remuneration Framework and Outcomes Fixed Remuneration Long Term Incentives EROAD’s policy is to set fixed remuneration in line with external market FY20 LTI Plan: performance share rights were issued (for nil trends, the intrinsic value of a job and internal relativities
Slide 12: FY24 Remuneration Framework
FY24 REMUNERATION FRAMEWORK Review of EROAD’s Remuneration Framework Expected changes to EROAD’s Remuneration Framework • In FY23 the Board’s Remuneration, Talent and Nomination Fixed remuneration Committee (RTNC) focused on aligning remuneration For personal use only packages with the new strategic
Slide 13: FY24 Remuneration Framework Continued
FY24 REMUNERATION FRAMEWORK CONTINUED… Long-term incentives AWARD PORTION OF VESTING MECHANICS RATIONALE WEIGHTINGS PERFORMANCE RANGE TYPE TOTAL INTENTIONS Performance share rights (PSRs) issued Time Vested 1/3 Vests 100% at the end of Supports retention and 100% 0% (if not achieved) as part of a 3-
Slide 14: Executive Team
EXECUTIVE TEAM • Increase investment and focus on key roles and organisational design • Appointment of Chief Financial Officer • Appointment of Chief Transformation Officer • Appointment of Chief People Officer MARK HEINE MARGARET WARRINGTON SHELLEY PRENTICE For personal use only Chief Executive Off
Slide 15: Our People and Diversity
OUR PEOPLE AND DIVERSITY • EROAD’s purpose is to deliver intelligence you can trust, for a better world tomorrow. • EROAD encourages and values the unique For personal use only experiences, skills and background of its people who help deliver on this purpose. • It continually strives to create an in
Slide 16: Sustainability Initiatives
SUSTAINABILITY INITIATIVES • New Chief Sustainability Officer appointed. • EROAD's internal Sustainability Committee established to drive internal and customer facing sustainability For personal use only initiatives. • Work is underway to ensure compliance with the Financial Sector (Climate-related
Slide 17: For Further Information Please Contact
For personal use only For further information please contact: Global Head Office North American Australia Office and ANZ Headquarters Head Office Ksenija Chobanovich, General Counsel Ksenija.chobanovich@eroad.com • 027 2032555 260 Oteha Valley Road, Level 1, 1-5 Link Road, Zetland 15110 Avenue of Sc