Brambles Limited · ASX:BXB
Brambles — Shareholder Meeting (October 2013)
51 slides from Brambles's shareholder meeting presentation, Oct 22, 2013
Slide 1: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 2: Graham Kraehe AO, Chairman
Brambles Graham Kraehe AO Chairman
Slide 3: A poll is being held on all resolutions
2013 Annual General Meeting A poll is being held on all resolutions at this meeting. If leaving early, place completed voting cards in the ballot boxes by the exit doors. 3
Slide 4: FY13 results summary
2013 Annual General Meeting FY13 results summary Sales revenue 5% US$5.89 billion Underlying Profit 5% US$1.06 billion Note: data shown is for total Brambles, including Recall 4
Slide 5: Safety and Zero Harm
2013 Annual General Meeting Safety and Zero Harm • Tragically, there were two fatalities during the year • Board continues to incentivise management to achieve Zero Harm • The only acceptable outcome is zero workplace injuries and zero fatalities • Board satisfied specific actions have been taken in
Slide 6: Transformation of Brambles
2013 Annual General Meeting Transformation of Brambles 2005-06 Sale of March 2011 Cleanaway, BIS and Completion of other businesses; IFCO acquisition December 2013 Unification of dual- to become Recall demerger listed companies leading global expected to structure RPCs player complete Operating Cong
Slide 7: Recall demerger update and rationale
2013 Annual General Meeting Recall demerger update and rationale • Scheme book to be distributed in coming days • Board believes strongly that demerger will: – Deliver sustainable value creation opportunities for shareholders – Offer greater certainty of execution compared with other separation alte
Slide 8: Dividend outcomes and policy
2013 Annual General Meeting Dividend outcomes and policy • Total FY13 dividend of 27 Australian cents per share, up one cent • Sustainable growth in dividends in context of funding needs • Intention to retain progressive dividend policy post demerger – Subject to unforeseen circumstances – Board int
Slide 9: Positive share-market performance
2013 Annual General Meeting Positive share-market performance 80% Total shareholder return: one year 60% Total shareholder return: five years 40% 60% 20% 40% 0% 20% (20%) 0% Brambles +57% Brambles +32% (40%) vs. ASX200 +23% vs. ASX200 +16% (20%) (60%) Jun 12 Sep 12 Dec 12 Mar 13 Jun 13 Jun 08 Jun 09
Slide 10: Tom Gorman, Chief Executive Officer
Tom Gorman Chief Executive Officer
Slide 11: First-quarter trading update
2013 Annual General Meeting First-quarter trading update • Continued execution of strategy driving growth • Pooling Solutions sales revenue up 7% to US$1.3 billion – Rollover benefit of prior-year business wins in Pallets Americas – Continued growth in global RPCs business – Growth in Containers, in
Slide 12: Recall: solid business; strong financial profile
2013 Annual General Meeting Recall: solid business; strong financial profile • Positive long-term financial performance trends • Consistent increases in volumes/revenue from document management • FY13: reduced transactional activity, weakness in paper shredding • Demerger will drive value for shareh
Slide 13: Three horizons for growth
2013 Annual General Meeting Three horizons for growth Characteristics Examples Horizon one • Strongly profitable today • Developed market Pallets • Seeking to drive greater efficiency and get closer to customers • Diversifying our service offering Horizon two • Incremental investment already strongl
Slide 14: Determined to avoid complacency
2013 Annual General Meeting Determined to avoid complacency • Global economy unlikely to improve significantly in short to medium term • Onus to keep growing business through expanding market share • Drive themes around customer-centricity and innovation • Find new growth opportunities • Opportuniti
Slide 15: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 16: Luke Mayhew, Chairman of the Remuneration Committee
Luke Mayhew Chairman of the Remuneration Committee
Slide 17: What I will cover
2013 Annual General Meeting What I will cover • Brambles’ executive remuneration structure • Outcomes for FY13 • How we assess pay globally • Recall demerger • MyShare update 17
Slide 18: Executive remuneration policy
2013 Annual General Meeting Executive remuneration policy Objectives • Attract and retain high-calibre executives • Incentivise executives to achieve challenging performance levels • Reward successful business strategy implementation • Align executive rewards with creation of shareholder value 18
Slide 19: Senior executive remuneration structure
2013 Annual General Meeting Senior executive remuneration structure At risk remuneration (76%) Fixed remuneration (24%) At risk LTI shares (32%) Salary Vesting over three years, Superannuation, car, performance hurdles for shares healthcare, etc related to TSR and sales revenue/BVA At risk LTI share
Slide 20: Remuneration outcomes and decisions
2013 Annual General Meeting Remuneration outcomes and decisions • Modest salary increases for senior executives for FY13 – Where roles remained unchanged (including the CEO) the increase was 0% to 3% • Short-term bonus and deferred share awards reflected company performance • Long-term incentives (L
Slide 21: Remuneration policy: global framework
2013 Annual General Meeting Remuneration policy: global framework • Roles classified into specific bands using globally recognised methodology • Pay ranges for each band determined based on local market pay levels • Provides strong framework for non-discriminatory pay practices – Remuneration Commit
Slide 22: Proposed Recall remuneration policy
2013 Annual General Meeting Proposed Recall remuneration policy • Follows market practice and benchmarks in Australia and USA • Outstanding Brambles awards transition into Recall; LTI vesting delayed until 2016 • Initial modest share award to line managers • Brambles targets will be recalibrated exc
Slide 23: Remuneration package: Recall Group President
2013 Annual General Meeting Remuneration package: Recall Group President • Doug Pertz recruited in April 2013 following an extensive global search – Needed an executive with experience to lead a demerged entity – Complex as Brambles was still considering options for Recall at time of recruitment – N
Slide 24: Remuneration package: Doug Pertz
2013 Annual General Meeting Remuneration package: Doug Pertz • Post demerger – CEO salary of US$1.2M plus standard benefits – Market benchmarked incentive (STI and LTI) package – Standard Notice Period • One-off grant of share awards in Recall Holdings to the value of US$6M – Mixture of service and
Slide 25: MyShare update
2013 Annual General Meeting MyShare update • Since launch in 2008, more than 3,500 employees in 40 countries have elected to participate • Recent acquisition Pallecon had 46% take-up in first year • MyShare employees as a group equivalent to 25th largest shareholder • At end March 2013 Brambles issu
Slide 26: Brambles 2014
2013 Annual General Meeting Brambles 2014 • No proposed changes to remuneration policy for 2014 • Financial targets for 2014 are demanding and will require strong performance to achieve similar or better levels of total remuneration 26
Slide 27: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 28: How to ask a question
2013 Annual General Meeting How to ask a question • Go to a designated microphone • Show your yellow voting card or red non-voting card • Give the attendant your name • Wait until you have been introduced to the meeting 28
Slide 29: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 30: Voting procedure
2013 Annual General Meeting Voting procedure Discretionary proxy votes given to Chairman will be cast in favour of each item of business 30
Slide 31: Item 1
2013 Annual General Meeting Item 1 As an ordinary resolution To consider and receive the Financial Report, Directors’ Report and Auditors’ Report for Brambles and the Group for the year ended 30 June 2013 31
Slide 32: Item 2
2013 Annual General Meeting Item 2 As an ordinary resolution To adopt the Remuneration Report for Brambles and the Group for the year ended 30 June 2013 32
Slide 33: Proxies and direct votes received
2013 Annual General Meeting Proxies and direct votes received Resolution 2 To adopt the Remuneration Report For Discretionary Against Abstain Proxy votes 1,057,275,913 6,418,247 35,376,807 18,521,477 Direct votes 23,143,216 - 1,826,859 248,101 Total 1,080,419,129 6,418,247 37,203,666 18,769,578 33
Slide 34: Mark your voting card
2013 Annual General Meeting Mark your voting card For Against Abstain Resolution 2 To adopt the Remuneration Report 34
Slide 35: Re-election of Tony Froggatt
Re-election of Tony Froggatt
Slide 36: Item 3
2013 Annual General Meeting Item 3 As an ordinary resolution That Mr Anthony Grant Froggatt be re-elected to the Board of Brambles 36
Slide 37: Proxies and direct votes received
2013 Annual General Meeting Proxies and direct votes received Resolution 3 To re-elect Mr Anthony Grant Froggatt to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,107,409,500 6,417,084 2,074,433 1,752,253 Direct votes 24,741,532 - 378,922 250,299 Total 1,132,151,032 6,417,084
Slide 38: Mark your voting card
2013 Annual General Meeting Mark your voting card For Against Abstain Resolution 3 To re-elect Mr Anthony Grant Froggatt to the Board of Brambles 38
Slide 39: Re-election of David Gosnell
Re-election of David Gosnell
Slide 40: Item 4
2013 Annual General Meeting Item 4 As an ordinary resolution That Mr David Peter Gosnell be re-elected to the Board of Brambles 40
Slide 41: Proxies and direct votes received
2013 Annual General Meeting Proxies and direct votes received Resolution 4 To re-elect Mr David Peter Gosnell to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,089,949,708 6,426,149 19,541,421 1,735,992 Direct votes 25,045,178 - 262,956 230,141 Total 1,114,994,886 6,426,149 19
Slide 42: Mark your voting card
2013 Annual General Meeting Mark your voting card For Against Abstain Resolution 4 To re-elect Mr David Peter Gosnell to the Board of Brambles 42
Slide 43: Re-election of Luke Mayhew
Brambles Re-election of Luke Mayhew
Slide 44: Item 5
2013 Annual General Meeting Item 5 As an ordinary resolution That Mr Christopher Luke Mayhew be re-elected to the Board of Brambles 44
Slide 45: Proxies and direct votes received
2013 Annual General Meeting Proxies and direct votes received Resolution 5 To re-elect Mr Christopher Luke Mayhew to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,108,581,622 6,466,651 838,054 1,766,943 Direct votes 24,981,766 - 321,942 234,011 Total 1,133,563,388 6,466,651 1
Slide 46: Mark your voting card
2013 Annual General Meeting Mark your voting card For Against Abstain Resolution 5 To re-elect Mr Christopher Luke Mayhew to the Board of Brambles 46
Slide 47: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 48: The poll has now closed
2013 Annual General Meeting The poll has now closed 48
Slide 49: Please deposit voting cards at exit
2013 Annual General Meeting Please deposit voting cards at exit 49
Slide 50: Annual General Meeting
Annual General Meeting 22 October 2013
Slide 51: Disclosure statement
2013 Annual General Meeting Disclosure statement The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves abo