Boral — Shareholder Meeting (October 2020)
28 slides from Boral's shareholder meeting presentation, Oct 27, 2020
Slide 1: Annual General Meeting
ANNUAL GENERAL MEETING 27 October 2020 Sydney Board of Directors Kathryn Zlatko Peter Dr Eileen Fagg Todorcevski Alexander Doyle* Non-executive CEO & Managing Non-executive Non-executive Chairman Director Director Director John Karen Deborah Paul Marlay* Moses O'Toole Rayner Non-executive Non-execut
Slide 2: Executive Committee; How to ask written questions
Executive Committee Zlatko Tino Wayne Darren Frederic de Todorcevski La Spina Manners Schulz Rougemont CEO & Chief Finance President & President & Chief Chief Managing & Strategy CEO, Boral Executive, Boral Executive, USG Director Officer Australia North America Boral Ross Linda Kylie Dominic Damien
Slide 3: How to vote; Chairman's Address
How to vote 1. Click “Get Voting Card” Online Meeting Online Meeting HELP NUMBER Ask a Get Voting Exit POWERED BY LINK POWERED MARKET BY LINK SERVICES MARKET SERVICES 1800 990 363 Question Card Meeting 2. Enter your Shareholder Number (SRN/HIN) or Proxy Voting card Number and click “Submit Details a
Slide 4: Key events of FY2020; Safety performance
Key events of FY2020 Dec: Australian 13 Jan: First case of 11 Mar: WHO classifies 8 Apr: Moody’s 20 May: Boral bushfires COVID-19 outside of China COVID-19 as a pandemic affirms Boral’s receives escalate credit rating favourable External event 21 Jan: First US COVID-19 19 Mar: Australia closes with
Slide 5: FY2020 financial results; Dividend and dividend payout
FY2020 financial results A challenging year for Boral FY2020 FY2020 FY20 v FY19 A$m FY20193 Reported pre-AASB162 pre-AASB16,% Continuing operations basis Revenue 5,671 5,671 5,738 (1) EBITDA1 825 715 1,005 (29) Total operations Revenue 5,728 5,728 5,861 (2) EBITDA1 821 710 1,010 (30) Net Profit afte
Slide 6: CEO and executive succession; Board renewal
CEO and executive succession Zlatko Tino Darren Todorcevski La Spina Schulz CEO & Chief Finance President & Managing & Strategy Chief Director Officer Executive, Boral North America 11 Board renewal Rob Deborah Ryan Sindel O'Toole Stokes Non-executive Non-executive Non-executive Director Director Di
Slide 7: Headwaters acquisition review; Building a sustainable business for the long-term
Headwaters acquisition review Key area Headwaters as target Highly complementary business with good geographic / segment overlap Transaction approach Well structured / executed elements Synergies • A high level of synergies relative to earnings Market projections • Reliant on market forecasts; r
Slide 8: CEO & Managing Director Address; Safety performance
CEO & Managing Director Address Boral North America, Montour reclaim EldoradoStone® Stone®products products operation in Pennsylvania Eldorado 15 Safety performance Boral Australia Forward Moving Employees at Peppertree Quarry, NSW Aggregate Spreader 16
Slide 9: FY2020 non-cash impairment charges; Q1 FY2021 trading update
FY2020 non-cash impairment charges We recognised a non-cash, pre-tax impairment charge of $1.346 billion Related to Took into account $1.22 billion Boral North America assets including • Increased demand uncertainty impacted goodwill, intangible assets and investment by the COVID-19 pandemic, and po
Slide 10: Portfolio Review; USG Boral
Portfolio Review A rigorous internal review across every business and every geography For every business in every The review highlighted there are significant opportunities for geography, our internally-led improvement in almost every business we own review assessed: • Boral’s position, strengths Be
Slide 11: Portfolio Review – Boral Australia
Boral Australia A strong footprint with quality assets 6 FY2020 Revenue by region1, % 379 operating sites3 NSW / ACT 6 VIC / TAS / SA 22 1 NT Concrete 228 44 1 QLD Quarries 67 WA 15 1 8 1 QLD 28 66 18 WA 12 Asphalt 48 Cement4 6 SA FY2020 Revenue by business1,2 % 8 1 NSW/ACT Roofing 4 11 1 19 94 2 7
Slide 12: Portfolio Review – Boral North America
Boral North America Attractive diverse businesses across all geographies FY2020 Revenue1 by region2, % 214 operating Northeast2 sites3 9 3 Southeast 8 1 2 27 Southwest Fly ash 122 15 Midwest2 West Midwest 47 2 Stone 7 Northeast 19 2 3 27 Roofing 11 International West2 17 8 2 Light Building 8 Southea
Slide 13: Boral North America Fly Ash; Balance sheet
Portfolio Review – Boral North America Fly Ash Securing the future of a leading business Findings Opportunities Attractive cash-generative business Accelerating strategies to assess and secure alternative sources of fly ash supply Leading position with extensive national coverage Natural pozzo
Slide 14: Sustainability FY2021; Formal business
Sustainability FY2021 • Setting further sustainability objectives and targets • Completing work to set science-based emission reduction targets aligned with Paris Agreement • Continued commitment to safety • Strengthening culture around innovation and customer solutions, and ensuring Boral is a grea
Slide 15: Item 1 – Financial reports; Item 2 – Election of directors
Item 1 – financial reports To consider the Financial report, the Director’s Report and the Auditor’s Report for the year ended 30 June 2020 29 Item 2 – re-election and election of directors 2.1 To re-elect Kathryn Fagg as a Director To consider and, if thought fit, to pass the To re-elect Kathryn Fa
Slide 16: Re-election of Kathryn Fagg; Item 2.1 proxy results
Item 2 – Re-election and election of Directors Kathryn Fagg Chairman 31 Item 2.1 To re-elect Kathryn Fagg as a Director Proxies 84.7% to be cast FOR the resolution* For 706,287,158 Open 3,183,385 Against 126,280,068 * On the basis that open proxies in favour of the Chairman of the Meeting are voted
Slide 17: Item 2.2 – Re-elect Paul Rayner
Item 2 – re-election and election of directors 2.2 To re-elect Paul Rayner as a Director To consider and, if thought fit, to pass the To re-elect Paul Rayner following resolution as an as a Director ordinary resolution: 33 Item 2 – Re-election and election of Directors Paul Rayner Non-executive Dire
Slide 18: Item 2.2 proxy results; Item 2.3 elect Rob Sindel
Item 2.2 To re-elect Paul Rayner as a Director Proxies 81.1% to be cast FOR the resolution* For 676,642,731 Open 3,228,641 Against 155,825,774 * On the basis that open proxies in favour of the Chairman of the Meeting are voted FOR 35 Item 2 – re-election and election of directors 2.3 To elect Rob Si
Slide 19: Rob Sindel; Item 2.3 proxy results
Item 2 – Re-election and election of Directors Rob Sindel Non-executive Director 37 Item 2.3 To elect Rob Sindel as a Director Proxies 99.7% to be cast FOR the resolution* For 831,118,086 Open 3,557,077 Against 987,189 * On the basis that open proxies in favour of the Chairman of the Meeting are vot
Slide 20: Item 2.4 – Elect Deborah O'Toole
Item 2 – re-election and election of directors 2.4 To elect Deborah O’Toole as a Director To consider and, if thought fit, to pass the To elect Deborah O’Toole following resolution as an as a Director ordinary resolution: 39 Item 2 – Re-election and election of Directors Deborah O’Toole Non-executiv
Slide 21: Item 2.4 proxy results; Item 2.5 elect Ryan Stokes
Item 2.4 To elect Deborah O’Toole as a Director Proxies 99.5% to be cast FOR the resolution* For 829,795,165 Open 3,553,200 Against 2,248,502 * On the basis that open proxies in favour of the Chairman of the Meeting are voted FOR 41 Item 2 – re-election and election of directors 2.5 To elect Ryan St
Slide 22: Ryan Stokes; Item 2.5 proxy results
Item 2 – Re-election and election of Directors Ryan Stokes Non-executive Director 43 Item 2.5 To elect Ryan Stokes as a Director Proxies 76.4% to be cast FOR the resolution* For 630,267,398 Open 3,274,099 Against 193,790,546 * On the basis that open proxies in favour of the Chairman of the Meeting a
Slide 23: Item 3 – Remuneration Report; 2020 remuneration outcomes
Item 3 – Remuneration Report Chairman of Remuneration & Nomination Committee John Marlay 45 2020 remuneration outcomes and updates • FY2020 STIs foregone at start of COVID • No LTI hurdles met in FY2020 • STI Plan for FY2021 suspended, may be reviewed if conditions / performance improves • Salary fr
Slide 24: Changes to LTI payout curve for ROFE
Changes to LTI payout curve for ROFE • 12-month VWAP to 30 June 2020 for FY2021 (replaced 5-day VWAP to 1 September) equity and LTI allocation, given volatility of share price and other factors • Treatment of Property in STI and LTI › STI plan will exclude Property contribution to EBIT › LTI plan wi
Slide 25: Item 3 proxy results; Item 4 LTI rights
Item 3 To adopt the Remuneration Report for the year ended 30 June 2020 Proxies 96.1% to be cast FOR the resolution* For 799,482,556 Open 3,531,697 Against 31,167,802 * On the basis that open proxies in favour of the Chairman of the Meeting are voted FOR 49 Item 4 Award of LTI Rights to Zlatko Todor
Slide 26: Item 4 proxy results; Item 5 fixed equity rights
Item 4 Award of LTI Rights to Zlatko Todorcevski, CEO & Managing Director Proxies 99.1% to be cast FOR the resolution* For 825,619,327 Open 3,576,959 Against 5,667,439 * On the basis that open proxies in favour of the Chairman of the Meeting are voted FOR 51 Item 5 Award of Fixed Equity Rights to Zl
Slide 27: Item 5 proxy results; Annual General Meeting close
Item 5 Award of Fixed Equity Rights to Zlatko Todorcevski, CEO & Managing Director Proxies 99.2% to be cast FOR the resolution* For 827,170,936 Open 3,561,752 Against 4,796,484 * On the basis that open proxies in favour of the Chairman of the Meeting are voted FOR 53 ANNUAL GENERAL MEETING 27 Octobe
Slide 28: Disclaimer
Disclaimer The material contained in this document is a presentation of information about the Group’s activities current at the date of the presentation, 27 October 2020. It is provided in summary form and does not purport to be complete. It should be read in conjunction with the Group’s periodic re