Slide 1: Annual General Meeting 2009
ANNUAL
Slide 2: Graham Kraehe AO, Chairman
Yee) Graham Kraehe ao Chairman Cs GENERAL MEETING 2009 Brambles
Slide 3: Annual General Meeting
ANNUAL
Slide 4: FY09 Review
FY09 Review Revenue growth and strong cash flow in weak economic conditions Excluding CHEP Automotive and Recall SDS, sales revenue up 3% Group sales revenue up 1% Underlying profit down 8%, due to economic slowdown and continued investment in growth initiatives Strong improvement in free
Slide 5: Capital management
Capital management Balance between rewarding shareholders and cash conservation Strong balance sheet and unutilised borrowing capacity No refinancing requirements until FY11 Cash-generating performance of business allows ongoing investment Well placed to benefit from broader economic recov
Slide 6: Leadership succession
Leadership succession Mike Ihlein – six-year contribution to Brambles Tom Gorman is the Board’s unanimous choice Liz Doherty is returning to UK after two years as CFO New CFO Greg Hayes 6
Slide 7: Corporate Governance
Corporate Governance Election and re-election of Non-executive Directors Increase in Board meetings held during the year • Global Financial Crisis • CHEP USA review 7
Slide 8: Remuneration
Remuneration Lower executive bonuses for FY09 No short-term bonus for CEO and CFO Board fees frozen 8
Slide 9: Sustainability
Sustainability Increasingly important area of our business Sustainability Report published online 9
Slide 10: Safety
Safety Deeply saddened by the two fatalities in FY09 Zero Harm the only acceptable goal 10
Slide 11: UK delisting
UK delisting Cancellation of secondary listing on the LSE CDIs <2% of issued share capital • Very limited trading over the past two years No longer in the interests of shareholders 11
Slide 12: Trading update for the first four months of FY10
Trading update for the first four months of FY10 Challenging comparison to prior corresponding period Business conditions stabilised – similar to second half of FY09 • Considerable leverage to broad-based economic growth Group sales revenue down 3% CHEP USA – idle pallets incurring storage a
Slide 13: Conclusion
Conclusion Strong businesses with outstanding market positions, operating models and people Strong balance sheet, high degree of financial flexibility Significant cash flow Sustainable, long-term growth opportunities 13
Slide 14: Tom Gorman, Chief Executive Officer
Tom Gorman Chief Executive Officer 14
Slide 15: Five priorities
Five priorities 1. Quality and customer satisfaction 2. Profitable growth 3. Cost competitiveness 4. People 5. Corporate citizenship 15
Slide 16: Strong underlying business
Strong underlying business Strong operating models and market positions Superb customers Financial strength and flexibility Substantial growth opportunities Great business, great prospects 16
Slide 17: Near-term tasks
Near-term tasks Focus on getting to know customers, shareholders and employees Leadership summit of Brambles’ top 60 executives Visit China in January CHEP USA Better EveryDay program 17
Slide 18: CHEP USA Better EveryDay program
CHEP USA Better EveryDay program Three main planks: • Improvement in pallet quality • Making it easier for customers to do business with us • Increase and reorganise our sales force Customer feedback has been excellent Fast-track expenditure program FY10–FY12 Constructive feedback from insti
Slide 19: Quality and customer satisfaction
Quality and customer satisfaction Deliver ever-improving levels of customer satisfaction Competitive advantage stems from quality products, services and relationships Better EveryDay reflects this ethos 19
Slide 20: Profitable growth
Profitable growth Enormous growth potential within CHEP and Recall Expansion opportunities – new segments, new products and services Established markets with high penetration can continue to grow Newer regions will also play their part Opportunity to expand CHEP’s asset management service
Slide 21: Cost competitiveness
Cost competitiveness Driving efficiencies in operations and overheads Critical as we continue to invest in quality, innovation and growth 21
Slide 22: People
People Ensure our people are safe, engaged, motivated and performing to the best of their ability Commitment to Zero Harm and continuous safety improvement Roll-out of the Safety Management Information System underway 22
Slide 23: Good corporate citizenship
Good corporate citizenship Taking responsibility for the impact of our actions on the communities in which we operate Opportunity to build on the inherent environmental benefits of CHEP and Recall’s business models Customers are looking to do business with responsible partners with sustainable
Slide 24: Brambles…
Brambles… …has outstanding market positions …has financial strength and growth potential …is well placed to benefit from global economic recovery when it occurs 24
Slide 25: Annual General Meeting
ANNUAL
Slide 26: Remuneration
Yee) Remuneration = GENERAL MEETING 2009 Brambles
Slide 27: Executive Remuneration Policy
Executive Remuneration Policy Current scheme approved at 2008 AGM No significant changes proposed 27
Slide 28: Remuneration Policy
Remuneration Policy Objective Drive business strategy Attract and retain high calibre executives Motivate executives to achieve challenging performance levels Align executive rewards with creation of shareholder value Remuneration Structure Fixed At risk 28
Slide 29: Executive Director remuneration structure
Executive Director remuneration structure At Risk Remuneration (67%) Fixed Remuneration (33%) At Risk Shares (52%) Salary Vesting over three years; Superannuation, car, performance hurdles healthcare, etc Fixed for shares related to TSR At Risk and Sales Revenue/BVA Shares At Risk Cash (15%) At Risk
Slide 30: Remuneration outcomes and decisions
Remuneration outcomes and decisions CEO and ELT salaries frozen for 2010 Executive Directors did not receive any bonus payments for 2009 Short-term bonuses have been significantly lower than in previous years No increases in Chairman and Directors’ fees Executive appointments and departure
Slide 31: MyShare – good progress
MyShare – good progress MyShare was offered to 11,000 employees in 24 countries last year Approximately 20% of employees elected to participate MyShare will again be offered in 2010 31
Slide 32: Summary
Summary Board and Remuneration Committee recognise 2009 has been a tough year for Brambles and our shareholders Remuneration decisions and outcomes reflect this Remuneration Policy and associated Plan Rules have been followed Continued progress on wider employee shareholding 32
Slide 33: Annual General Meeting
ANNUAL
Slide 34: How to ask a question
How to ask a question Go to a designated microphone Show your blue voting card or pink non-voting card Give the attendant your name Wait until you have been introduced to the meeting 34
Slide 35: Annual General Meeting
ANNUAL
Slide 36: Voting procedure
MMMM Voting procedure - FOR AG = GENERAL MEETING 2009 Brambles
Slide 37: Item 1 Financial Statements
Item 1 Financial Statements To consider and receive the Financial Report, Directors’ Report and Auditors’ Report for Brambles and the Group for the year ended 30 June 2009. 37
Slide 38: Item 2 Remuneration Report
Item 2 As an ordinary resolution “To adopt the Remuneration Report for Brambles and the Group for the year ended 30 June 2009.” 38
Slide 39: Proxies and direct votes received
Proxies and direct votes received Resolution 2 To adopt the Remuneration Report For Discretionary Against Abstain Proxy votes 896,512,268 8,818,815* 5,102,626 5,751,026 Direct votes 5,723,041 N/A 2,773,964 423,420 TOTAL 902,235,309 8,818,815* 7,876,590 6,174,446 *Includes 5,891,377 votes directed to
Slide 40: Mark your voting card
Mark your voting card For Against Abstain 2. To adopt the Remuneration Report 40
Slide 41: Items 3 – 7 Election and Re-election of Directors
Items 3 – 7 Election and Re-election of Directors As ordinary resolutions 41
Slide 42: Item 3 Election of Mr John Patrick Mullen
Item 3 Election of Mr John Patrick Mullen 42
Slide 43: Proxies and direct votes received
Proxies and direct votes received Resolution 3 To elect Mr John Patrick Mullen to the Board of Brambles For Discretionary Against Abstain Proxy votes 901,830,624 8,987,773* 1,514,833 3,858,205 Direct votes 8,244,411 N/A 396,131 279,883 TOTAL 910,075,035 8,987,773* 1,910,964 4,138,088 *Includes 6,025
Slide 44: Mark your voting card
Mark your voting card For Against Abstain 3. To elect Mr John Patrick Mullen to the Board of Brambles 44
Slide 45: Item 4 Election of Mr Brian Martin Schwartz AM
Item 4 Election of Mr Brian Martin Schwartz AM 45
Slide 46: Proxies and direct votes received
Proxies and direct votes received Resolution 4 To elect Mr Brian Martin Schwartz AM to the Board of Brambles For Discretionary Against Abstain Proxy votes 891,692,150 8,994,709* 11,704,358 3,797,218 Direct votes 8,246,588 N/A 413,872 259,965 TOTAL 899,938,738 8,994,709* 12,118,230 4,057,183 *Include
Slide 47: Mark your voting card
Mark your voting card For Against Abstain 4. To elect Mr Brian Martin Schwartz AM to the Board of Brambles 47
Slide 48: Item 5 Re-election of Mr Graham John Kraehe AO
Item 5 Re-election of Mr Graham John Kraehe AO 48
Slide 49: Proxies and direct votes received
Proxies and direct votes received Resolution 5 To re-elect Mr Graham John Kraehe AO to the Board of Brambles For Discretionary Against Abstain Proxy votes 873,835,679 8,960,114* 29,607,684 3,787,958 Direct votes 7,767,497 N/A 985,905 167,023 TOTAL 881,603,176 8,960,114* 30,593,589 3,954,981 *Include
Slide 50: Mark your voting card
Mark your voting card For Against Abstain 5. To re-elect Mr Graham John Kraehe AO to the Board of Brambles 50
Slide 51: Item 6 Re-election of Mr Stephen Paul Johns
Item 6 Re-election of Mr Stephen Paul Johns 51
Slide 52: Proxies and direct votes received
Proxies and direct votes received Resolution 6 To re-elect Mr Stephen Paul Johns to the Board of Brambles For Discretionary Against Abstain Proxy votes 890,303,641 9,037,590* 13,075,641 3,765,225 Direct votes 8,134,743 N/A 567,878 217,804 TOTAL 898,438,384 9,037,590* 13,643,519 3,983,029 *Includes 6
Slide 53: Mark your voting card
Mark your voting card For Against Abstain 6. To re-elect Mr Stephen Paul Johns to the Board of Brambles 53
Slide 54: Item 7 Re-election of Ms Sarah Carolyn Hailes Kay
Item 7 Re-election of Ms Sarah Carolyn Hailes Kay 54
Slide 55: Proxies and direct votes received
Proxies and direct votes received Resolution 7 To re-elect Ms Sarah Carolyn Hailes Kay to the Board of Brambles For Discretionary Against Abstain Proxy votes 900,341,944 9,085,426* 2,944,766 3,811,899 Direct votes 8,287,458 N/A 426,143 206,824 TOTAL 908,629,402 9,085,426* 3,370,909 4,018,723 *Includ
Slide 56: Mark your voting card
Mark your voting card For Against Abstain 7. To re-elect Ms Sarah Carolyn Hailes Kay to the Board of Brambles 56
Slide 57: Item 8 Amendment of the constitution
Item 8 As a special resolution “That the Brambles constitution be amended as outlined in the Explanatory Notes accompanying this Notice.” 57
Slide 58: Proxies and direct votes received
Proxies and direct votes received Resolution 8 Amendments to constitution For Discretionary Against Abstain Proxy votes 659,965,253 9,240,869* 7,448,388 4,178,466 Direct votes 7,635,254 N/A 850,798 432,963 TOTAL 667,600,507 9,240,869* 8,299,186 4,611,429 *Includes 6,293,124 votes directed to the Cha
Slide 59: Mark your voting card
Mark your voting card For Against Abstain 8. Amendments to constitution 59
Slide 60: Annual General Meeting
ANNUAL