Brambles Limited · ASX:BXB
Brambles — Shareholder Meeting (November 2008)
78 slides from Brambles's shareholder meeting presentation, Nov 25, 2008
Slide 1: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 2: Graham Kraehe AO, Chairman
2008 Annual General Meeting Graham Kraehe AO Chairman
Slide 3: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 4: Brambles (BXB) vs ASX200 – Nov to Nov
Brambles (BXB) vs ASX200 – 26 Nov 07 to 21 Nov 08 120.00 BXB 100.00 ASX200 80.00 Base=100 60.00 40.00 20.00 0.00 ce r 07 7 8 08 08 08 8 08 08 08 08 em 8 r0 r0 Fe ry 0 0 ry ne er ch ly ay ril st De be be be Ju Ap ua ob a gu Ju ar M m nu m M br ct Au ve Ja O pt No Source: Bloomberg Se 4
Slide 5: Solid 2008 results in a more challenging environment
Solid 2008 results in a more challenging environment Sales revenue up 6% to US$4.4 billion Volume growth in all CHEP and Recall regions Comparable operating profit up 6% to almost US$1.1 billion Profit after tax US$626.5 million US$ earnings per share up 18% at actual exchange rates Tota
Slide 6: Capital management
Capital management Strong cash flow Significant unutilised credit facilities No major debt refinancing due before November 2010 In the financial year, 42 million shares bought back for US$392 million Dividend Reinvestment Plan (DRP) to be re-introduced 6
Slide 7: Corporate governance
Corporate governance Retirements • Non-Executive Directors – Don Argus, David Turner, Hans-Olaf Henkel and Jac Nasser • Executive Director – Dave Mezzanotte Liz Doherty joined in December 2007 US-based Non-executive Director being sought for the Board 7
Slide 8: Zero Harm
Zero Harm Brambles committed to working safely and achieving Zero Harm Extremely saddened to report three fatalities since January – in Brazil, India and Canada Reinforcing Brambles safety culture 8
Slide 9: Sustainability
Sustainability Brambles has a relatively light environmental footprint Implementing initiatives to reduce fuel use by optimising transport networks • LeanLogistics provides enhanced transport management services to customers – eliminates ‘empty miles’ CHEP and Recall make a positive contributi
Slide 10: Trading update – four months to end of October 2008
Trading update – four months to end of October 2008 Well placed to deliver good overall performance in these challenging times Group sales revenue grew 4% on a like-for-like basis • CHEP Americas up 4% • CHEP EMEA up 4% • CHEP Asia-Pacific up 3% • Recall up 6% • Combination of modest volume grow
Slide 11: Trading update – FY09 Outlook
Trading update – FY09 Outlook Sales revenue growth in all CHEP and Recall regions Comparable operating profit broadly in line with previous year CHEP EMEA to deliver good operating profit growth CHEP Americas operating profit around 10% below last year CHEP Asia-Pacific in line with previo
Slide 12: Mike Ihlein, Chief Executive Officer
2008 Annual General Meeting Mike Ihlein Chief Executive Officer
Slide 13: Good progress on growth and investment in quality
Good progress on growth and investment in quality CHEP USA • Significant new business in the non-alcoholic beverages sector • New customer wins – Tyson Foods and Dreyer’s Ice Cream • SYSCO extending CHEP pallet advocacy with suppliers • Positive customer feedback to investment in quality – US$25 m
Slide 14: Good progress on growth and investment in quality (contd.)
Good progress on growth and investment in quality (contd.) CHEP Europe • Customer successes, including Germany and Poland following an increase of resources • New customer wins – Haribo (Germany) and Tarmac (UK) • Inergy Automotive Systems largest sector win in recent times CHEP Asia-Pacific • C
Slide 15: Good progress on growth and investment in quality (contd.)
Good progress on growth and investment in quality (contd.) Recall • Success in the legal, government, insurance and financial services sectors • RFID tagging of Bank of America’s cartons progressing very well • Contract with global engineering firm to digitise and manage their accounts payable pro
Slide 16: Walmart USA supply chain solution
Walmart USA supply chain solution Supply chain solution that maintains benefits of Total Pallet Management and meets Walmart’s needs Transition to new arrangements on track CHEP USA will incur total costs in FY09 of approximately US$30 million before tax Limited ongoing incremental cost for
Slide 17: Economic uncertainty and changes in consumer behaviour
Economic uncertainty and changes in consumer behaviour Many consumer goods customers experiencing slowdown effects and consumers are changing their behaviour, most notably in the USA Consumers are cutting back discretionary spending CHEP monitoring trends closely to: • identify new opportuniti
Slide 18: CHEP Americas
CHEP Americas CHEP Americas expected to have another year of volume and sales revenue growth • Success in winning new business in USA more than offsets lower organic volume Volume growth lower than previously anticipated due to rapid economic slowdown • Higher costs, particularly storage CHEP
Slide 19: Other CHEP regions and Recall performing well
Other CHEP regions and Recall performing well CHEP EMEA • New business wins across many countries and sectors exceeds lower organic volume • Strong focus on costs and capex in Europe expected to result in improved profit and cash flow • South Africa continues to deliver good growth in both sales a
Slide 20: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 21: Luke Mayhew, Chairman of the Remuneration Committee
2008 Annual General Meeting Luke Mayhew Chairman of the Remuneration Committee
Slide 22: Four remuneration issues
Four remuneration issues How we determine executive remuneration How much of it depends on performance The changes we are proposing and why Encouraging wider shareholding among employees 22
Slide 23: Remuneration Policy
Remuneration Policy Objective Attract and retain high calibre executives Motivate executives to achieve challenging performance levels Align executive rewards with creation of shareholder value Benchmarked independently Structure Fixed At Risk 23
Slide 24: Executive Director remuneration structure FY08
Executive Director remuneration structure FY08 At Risk Remuneration (67%) Fixed Remuneration (33%) At Risk Shares (52%) Salary – Superannuation, Vesting over three years car, healthcare, etc with performance hurdles for Fixed most shares related to TSR. Fixed (STI and LTI) AtAtRisk Risk Shares Share
Slide 25: At Risk Remuneration
At Risk Remuneration Short Term Incentive (STI): Annual performance Long Term Incentive (LTI): Performance over three years 25
Slide 26: Proposals for executive remuneration
Proposals for executive remuneration Current scheme approved in 2006 Changes to reflect different business and Accelerated Growth Strategy Minor changes to the annual bonus scheme (STI) Evolution of the long term incentive plans (LTI) 26
Slide 27: Changes to Performance Share Plan
Changes to Performance Share Plan Simplification Consolidate “Enhanced Short Term Incentive” component into LTI Strategic Performance Conditions LTI awards split between two performance conditions: • Share price and dividend; modified Total Shareholder Return • Profitable growth, sales revenue g
Slide 28: Encouraging employee shareholding
Encouraging employee shareholding MyShare Plan aligns more employees with shareholders Employees invest up to A$5,000 per annum to buy shares on-market After two year holding period, employee shareholdings are matched one-for-one, subject to continued employment Offered in 24 countries initi
Slide 29: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 30: How to ask a question
How to ask a question Go to a designated microphone Show your yellow poll card or blue non-voting card Give the attendant your name Wait until you have been introduced to the meeting 30
Slide 31: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 32: Voting procedure
Pk ANNUAL he MyShare Pin 1 fle MF hin in ENEF end |
Slide 33: Item 1: Financial Report, Directors' Report and Auditors' Report
Item 1 As an ordinary resolution To consider and receive the Financial Report, Directors’ Report and Auditors’ Report for Brambles for the year ended 30 June 2008. 33
Slide 34: Proxies received: Financial Report
Proxies received Resolution 1 To receive the Financial Report, Directors’ Report and Auditors’ Report For Discretionary Against Abstain 550,003,815 15,795,214* 421,132 55,244,347 *Includes 12,461,838 votes directed to the Chairman 34
Slide 35: Mark your poll card
Mark your poll card For Against Abstain 1. To receive the Financial Report, Directors’ Report and Auditors’ Report 35
Slide 36: Item 2: Adopt the Remuneration Report
Item 2 As an ordinary resolution “To adopt the Remuneration Report for Brambles for the year ended 30 June 2008.” 36
Slide 37: Proxies received: Remuneration Report
Proxies received Resolution 2 To adopt the Remuneration Report For Discretionary Against Abstain 584,158,134 16,003,665* 19,692,983 1,565,019 *Includes 12,692,380 votes directed to the Chairman 37
Slide 38: Mark your poll card
Mark your poll card For Against Abstain 2. To adopt the Remuneration Report 38
Slide 39: Items 3 - 6: Election and Re-election of Directors
2008 Annual General Meeting Items 3 - 6 Election and Re-election of Directors
Slide 40: Item 3: Election of Ms M E Doherty
Item 3 Election of Ms M E Doherty 40
Slide 41: Proxies received: Election of Ms M E Doherty
Proxies received Resolution 3 To elect Ms M E Doherty to the Board of Brambles For Discretionary Against Abstain 601,780,170 16,046,849* 2,224,688 1,398,745 *Includes 12,711,378 votes directed to the Chairman 41
Slide 42: Mark your poll card
Mark your poll card For Against Abstain 3. To elect Ms M E Doherty to the Board of Brambles 42
Slide 43: Item 4: Re-election of Mr A G Froggatt
Item 4 Re-election of Mr A G Froggatt 43
Slide 44: Proxies received: Re-election of Mr A G Froggatt
Proxies received Resolution 4 To re-elect Mr A G Froggatt to the Board of Brambles For Discretionary Against Abstain 601,810,592 16,005,126* 2,227,387 1,407,840 *Includes 12,671,155 votes directed to the Chairman 44
Slide 45: Mark your poll card
Mark your poll card For Against Abstain 4. To re-elect Mr A G Froggatt to the Board of Brambles 45
Slide 46: Item 5: Re-election of Mr D P Gosnell
Item 5 Re-election of Mr D P Gosnell 46
Slide 47: Proxies received: Re-election of Mr D P Gosnell
Proxies received Resolution 5 To re-elect Mr D P Gosnell to the Board of Brambles For Discretionary Against Abstain 589,289,342 15,913,956* 14,871,581 1,381,414 *Includes 12,678,655 votes directed to the Chairman 47
Slide 48: Mark your poll card
Mark your poll card For Against Abstain 5. To re-elect Mr D P Gosnell to the Board of Brambles 48
Slide 49: Item 6: Re-election of Mr M F Ihlein
Item 6 Re-election of Mr M F Ihlein 49
Slide 50: Proxies received: Re-election of Mr M F Ihlein
Proxies received Resolution 6 To re-elect Mr M F Ihlein to the Board of Brambles For Discretionary Against Abstain 603,113,255 15,889,037* 946,913 1,503,924 *Includes 12,651,711 votes directed to the Chairman 50
Slide 51: Mark your poll card
Mark your poll card For Against Abstain 6. To re-elect Mr M F Ihlein to the Board of Brambles 51
Slide 52: Item 7: Approval of the MyShare Plan
Item 7 As an ordinary resolution “That the Brambles MyShare Plan, the principal terms of which are summarised in the Explanatory Notes accompanying this Notice, and the issue of shares under that plan, be approved for all purposes, including for the purpose of Australian Securities Exchange Listing
Slide 53: Proxies received: Approval of the MyShare Plan
Proxies received Resolution 7 Approval of the MyShare Plan For Discretionary Against Abstain 597,263,015 15,867,134* 6,787,230 1,507,053 *Includes 12,559,894 votes directed to the Chairman 53
Slide 54: Mark your poll card
Mark your poll card For Against Abstain 7. Approval of the MyShare Plan 54
Slide 55: Items 8 - 9: Participation of Executive Directors in MyShare Plan
2008 Annual General Meeting Items 8 - 9 Participation of Executive Directors in MyShare Plan
Slide 56: Item 8: Participation of Mr Ihlein in MyShare Plan
Item 8 As an ordinary resolution “That the participation by Mr Michael Francis Ihlein until 25 November 2011 in the Brambles MyShare Plan in the manner set out in the Explanatory Notes accompanying this Notice, be approved for all purposes, including for the purpose of Australian Securities Exchange
Slide 57: Proxies received: Participation of Mr Ihlein
Proxies received Resolution 8 Participation of Mr M F Ihlein in the MyShare Plan For Discretionary Against Abstain 597,110,249 15,680,983* 6,861,811 1,775,368 *Includes 12,498,174 votes directed to the Chairman 57
Slide 58: Mark your poll card
Mark your poll card For Against Abstain 8. Participation of Mr M F Ihlein in the MyShare Plan 58
Slide 59: Item 9: Participation of Ms Doherty in MyShare Plan
Item 9 As an ordinary resolution “That the participation by Ms Mary Elizabeth Doherty until 25 November 2011 in the Brambles MyShare Plan in the manner set out in the Explanatory Notes accompanying this Notice, be approved for all purposes, including for the purpose of Australian Securities Exchange
Slide 60: Proxies received: Participation of Ms Doherty
Proxies received Resolution 9 Participation of Ms M E Doherty in the MyShare Plan For Discretionary Against Abstain 597,126,578 15,694,864* 6,816,943 1,779,880 *Includes 12,512,055 votes directed to the Chairman 60
Slide 61: Mark your poll card
Mark your poll card For Against Abstain 9. Participation of Ms M E Doherty in the MyShare Plan 61
Slide 62: Item 10: Amendments to 2006 Performance Share Plan
Item 10 As an ordinary resolution “That the Brambles 2006 Performance Share Plan, as amended in the manner set out in the Explanatory Notes accompanying this Notice (the Amended Performance Share Plan), and the issue of shares under the Amended Performance Share Plan, be approved for all purposes, i
Slide 63: Proxies received: Amendments to Performance Share Plan
Proxies received Resolution 10 Amendments to the Brambles 2006 Performance Share Plan For Discretionary Against Abstain 580,316,026 15,843,987* 23,440,579 1,821,320 *Includes 12,541,397 votes directed to the Chairman 63
Slide 64: Mark your poll card
Mark your poll card For Against Abstain 10. Amendments to the Brambles 2006 Performance Share Plan 64
Slide 65: Item 11: Participation of Mr Ihlein in Amended Plan
Item 11 As an ordinary resolution “That the participation by Mr Michael Francis Ihlein until 25 November 2011 in the Amended Performance Share Plan in the manner set out in the Explanatory Notes accompanying this Notice, be approved for all purposes, including for the purpose of Australian Securitie
Slide 66: Proxies received: Participation of Mr Ihlein in Amended Plan
Proxies received Resolution 11 Participation of Mr M F Ihlein in the Amended Performance Share Plan For Discretionary Against Abstain 567,821,964 15,809,822* 35,996,828 1,788,057 *Includes 12,516,431 votes directed to the Chairman 66
Slide 67: Mark your poll card
Mark your poll card For Against Abstain 11. Participation of Mr M F Ihlein in the Amended Performance Share Plan 67
Slide 68: Item 12: Participation of Ms Doherty in Amended Plan
Item 12 As an ordinary resolution “That the participation by Ms Mary Elizabeth Doherty until 25 November 2011 in the Amended Performance Share Plan in the manner set out in the Explanatory Notes accompanying this Notice, be approved for all purposes, including for the purpose of Australian Securitie
Slide 69: Proxies received: Participation of Ms Doherty in Amended Plan
Proxies received Resolution 12 Participation of Ms M E Doherty in the Amended Performance Share Plan For Discretionary Against Abstain 567,932,211 15,807,842* 35,947,406 1,738,179 *Includes 12,513,336 votes directed to the Chairman 69
Slide 70: Mark your poll card
Mark your poll card For Against Abstain 12. Participation of Ms M E Doherty in the Amended Performance Share Plan 70
Slide 71: Item 13: Amendments to constitution
Item 13 As a special resolution “That the Brambles constitution be amended as outlined in the Explanatory Notes accompanying this Notice. ” 71
Slide 72: Proxies received: Amendments to constitution
Proxies received Resolution 13 Amendments to constitution For Discretionary Against Abstain 601,890,607 15,936,003* 1,932,668 1,668,628 *Includes 12,698,701 votes directed to the Chairman 72
Slide 73: Mark your poll card
Mark your poll card For Against Abstain 13. Amendments to constitution 73
Slide 74: Item 14: On-market share buy-backs
Item 14 As an ordinary resolution “That Brambles be authorised to conduct on-market buy-backs of its shares in the 12 month period following the approval of this resolution, provided that the total number of shares bought back on-market during that period does not exceed 138,369,968, being 10% of th
Slide 75: Proxies received: On-market share buy-backs
Proxies received Resolution 14 Authorisation of on-market share buy-backs For Discretionary Against Abstain 602,932,205 15,854,985* 1,330,806 1,424,849 *Includes 12,638,904 votes directed to the Chairman 75
Slide 76: Mark your poll card
Mark your poll card For Against Abstain 14. Authorisation of on-market share buy-backs 76
Slide 77: 2008 Annual General Meeting
2008 Annual General Meeting Sydney, 25 November
Slide 78: Please deposit Poll Cards at exit
2008 Annual General Meeting Please deposit Poll Cards at exit