Trifast (LSE:TRI) — Annual General Meeting

0:00 Good morning, ladies and gentlemen, and welcome to the TRIFAST PLC Annual General Meeting. Throughout this recorded meeting, attendees will be in listen only mode. Questions are encouraged. They can be submitted at any time using the Q and A tab situated on the right hand corner of your screen. Just simply type in your questions at any time and press send. I'd now like to hand over to company secretary, Christopher Morgan. Good morning. Good morning, everyone, and welcome

0:23 to the twenty twenty three Annual General Meeting for TRIFAST PLC. If I can introduce myself, as Mark said, my name is Christopher Morgan. I am the company secretary of the company. And before we start the formal business of the meeting, just a couple of housekeeping matters, if I may. We are no there are no planned fire drills, I'm advised. But if you do hear a fire alarm, obviously, this is a new facility. This a new building for us, a new venue that we've used. If you make your way through the doors behind and and follow the lit up exit signs out to the building and people will be there to guide you out. Can I also ask everyone both joining us online and physically present here this morning just to remind you all that this meeting is recorded and will be uploaded onto our website following the meeting?

1:22 If I move then to our board and introducing, take the opportunity to introduce the board to you. Scott McMeekin, there, Scott has been in the board since 2013. He was formerly a non executive director. And as you will likely know, he was appointed as interim chief executive, in February of this year. Our CFO, chief financial officer, Darren Hayes Powell, who joined the board on the first of December twenty twenty two last year. And an independent non executive directors, Clive Watson, who is the chair of the audit and risk committee, Claire Bamford, who is the chair of the remuneration committee, and Louis Epojesy, who is the chair of the ESG committee.

2:12 Louis joined the board in January of this year. Now if I can pass you over to Serena Lang, our new chair, who joined the board in August as chair elect August this year as chair elect, as you all have seen, formally became chair yesterday. Thank you, Christopher. As you will all know, Jonathan Sheeran stepped down from the board as non executive director yesterday. And on behalf of the board, I'd like to acknowledge the hard work, commitment, and dedication that Jonathan has afforded to the overall business over the last fourteen years with TRIFAST. He joined as non executive director in 2009 and became non exec chair in 2020.

2:54 On behalf of everyone around the globe whom Jonathan invested the time to get to know and mentor, we thank him for his wise counsel, support, and contribution, particularly over the more recent challenging times. We wish Jonathan and his family all the best for the future. On behalf of all the stakeholders, I'd like to introduce myself. My name is Serena Lang. I joined TRIFAST board on the August 10 as non executive director chair elect, and as Jonathan as Christopher said, I took over yesterday as, chair of TRIFAST. I hope that the leadership experience and skills I've gained over my career will enhance the team's strengths, and I look forward to working with the board and the management team to take TRIFAST business forward as we focus on the future and delivering the growth strategy and shareholder value.

3:48 On that note, we announced this morning, following our remuneration committee, the appointment of Ian Percival as our chief executive officer. You may or may not have had the opportunity to see that, and we'll make sure that those announcements are available. This follows a rigorous process commenced by the board in February, and I know that Ian will bring a depth of experience to TRIFAST as we continue this transformation. We have, of course, had the immense benefit of Scott since February, stepping in as interim chief executive. And as this morning's announcement confirmed, he will remain in the business to support Ian and continue with the true profit and working capital initiatives. So on behalf of the board, I'd like to thank Scott for stepping into that role in February and leading the change that we've seen throughout the company, which continues to deliver encouragingly strong momentum in new contract wins with our year to date successes outperforming prior year performance.

4:49 The board are happy to take questions on these changes following the formal business of the AGM. So therefore, let me formally welcome you all to this year's annual general meeting, and I have the pleasure in declaring the meeting open. And unless anyone objects, I propose the notice convening the meeting to be taken as read. And with that, I'll hand back to Christopher briefly. Thank you. I'm going to take you through a a poll process, but, for those attending the meeting physically, I just want to to highlight. When you registered with us for the meeting today, you were given a poll card, and this applies to those physically in the meeting today, these shareholders that can vote and and physically joining the meeting this morning. I would like to ask shareholders or proxy holders who do not have a poll card to raise their hand so that we can ensure that everyone, who is eligible and wishes to vote can do so today.

5:49 Perfect. If we can get a poll card if a proxy is voting we have a poll card for mister TRIFAST. If a proxy is voting on behalf of one more more than one shareholder, they should complete a separate poll card for each shareholder. Similarly, if a shareholder votes in respect of their own shares and also as a proxy for another person or persons, they should complete one poll card in respect of their own shares and a separate one for each other person for whom they vote. If they have previously lodged a completed proxy form nominating the chair to vote on your behalf and you do not wish to change your vote and you do then you do not have to complete a poll card this morning.

6:35 For those of you present physically today who would either wish to change your proxy vote or who have not previously cast a proxy vote and you wish to take part in that poll, please complete the poll card as follows.

6:51 Please ensure that it has your full name or the name of the shareholder that you are representing as shown in the poll card. Please record your vote by entering a cross in either the for or against or withheld box, as you would expect, next to each resolution on the poll card. If you want to split your vote, enter relevant numbers of votes you wish to cash and cast in each respective box. Please note that the vote withheld is not a vote in law and will not be included in the final poll total. Please ensure that you sign your poll card, importantly, at the bottom. You are a proxy, please write the word proxy next to your signature. Any cards that are not signed are treated as invalid.

7:36 At the end of the meeting, can I please ask you, for those voting today physically, you pass your completed poll cards to our computer share representative here, thank you, Lorel, at the exit when you exit the room? The poll will remain open for ten minutes only after the close of the meeting, upon which the poll will be closed in order for the poll count to commence. Please remember that if you've already lodged your vote by returning your proxy form and you do not wish to change your vote, you do not need to, complete a poll card.

8:12 We have then to make an audit check at the end of the meeting of all the polls votes cast today and the proxy votes received. The final details of the votes cast in respect of each resolution will be re released to the London Stock Exchange and published on the company's website or website as soon as possible after the meeting. Thank you. Thank you, Christopher. This year, we're delighted to be holding our annual general meeting in London for the first time, and we thank Peel Hunt for hosting us here. As with last year, and as Christopher mentioned earlier, we are also live streaming the AGM by the investor meat company in order that the AGM is as accessible to as many shareholders as possible. Now onto the formal business of the AGM. I will read each resolution to shareholders in the room to vote. And unless anyone has any specific questions about the resolution, I propose to leave questions till the end.

9:07 So on to the resolutions. Resolution one, it should be up behind me and on the screen for those at the investor meet company, to consider the company's annual report and financial statements and the reports of the directors and auditors for the year ended 03/31/2023. Resolution two, to approve the director's remuneration report as contained in the annual report. Resolution three, to approve the director's remuneration policy. Resolution four, to approve a final dividend of 1.50.

9:49 Moving on to the resolutions to reelect and elect the directors. As Jonathan has now stepped down from the board, resolution five is no longer applicable. Resolution six to reelect Scott McMeekin as director. Resolution seven, Clive Watson. And resolution eight, Claire Banforce. Resolution nine is to elect Darren Hayes Powell as a director. And resolution 10 is to elect Louis Pugeti.

10:31 Resolution 11, to reappoint BDO as auditor of the company, resolution 12, to authorize the directors to fix the remuneration of the auditor, and resolution 13, to allow directors authority to allot shares. Moving on to the special resolutions. Resolution 14, to allow the directors authority for this application of preemption rights. Resolution 15, to allow the director's authority for this application of preemption rights for an acquisition or capital investment. Resolution 16, to authorize the company to make market purchase of its own shares.

11:20 And finally, resolution 17, that a general meeting other than an annual general meeting may be called on not less than fourteen clear days notice.

11:35 The final results of the meeting will be available on our website, as Christa said later today. And that concludes the formal business of our annual general meeting. And with that, I shall close the meeting and hand over to Christopher, for Q and A. Thank you.

11:55 We'll now move to Q and A as Serena has indicated. The board are now happy to answer any questions from shareholders and other stakeholders. We have no questions submitted in advance of the meeting this morning. So what I propose to do is take questions from the room first and that will give those online an opportunity to put questions forward as was indicated at the outset, and then I'll come to the

12:26 questions that are from the those joining online. So can I open up to any questions in the room? Yes. Yes. My name is Paul Castle. I noticed the auditor's streams have increased by about 40 this year, and I just wondered if there's particular reason why we're going to ask you So to yeah. So if I can can answer that. I think there is a lot more that the auditor now does because of the new regulations that the government has actually put on to all PLCs. So that is why the fees have gone up, especially on, there's a code three one five, etcetera. So that's the reason. It is a we have benchmarked it against other companies that have similar type size to us, and the benchmark is is pretty much similar to the fees that we're actually paying.

13:22 Thank you. I hope, madam chair, is that suitable? Right way. I hope you're happy for me to address you sitting down. There has been an incredible amount of change in this company, especially in this table, and a little more next week in this table.

13:54 As shareholders, that's always disconcerting when there's masses and masses of changes at the board level. And we've got, as of next week, the longest serving directors will be Clive and Claire, the three year service. And we've known Scott for long years, and he's been a loyal servant in company, and I too would like to express my gratitude for him stepping into the breach earlier this year. And but it is concerning that we've got a new chairman, a new chief exec, a very new chief chief financial officer. And we are sadly unable to meet the new chief exec who you announced today, which is rather annoying.

14:46 We

14:49 need we need comfort from the new members of the board, and new members, I'm I'm really talking about everybody that's joined within the last twelve months. And I think it would be very helpful for shareholders to know why you what you saw in TRIFAST that made you want to join this company and what you bring to the party because that's what's important to us. So I wonder, madam chair, whether you'd be happy to start with ball rolling maybe, but also invite the other members who are new this year to make us a similar address?

15:32 Yes. Well, mean, I think I'll speak to me and and I'm happy, very happy to, you know, have a meeting with you at another time too. TRIFAST has, you know, been around for fifty years, has a very, very solid background. And I think, you know, when I was looking at the organization, for me, it's got great customers, growing customer base, a good team. It's pretty well placed in its markets. It's had a lot of headwinds. And inevitably, when you look at it against its peers, you can see that there is opportunity for the company to do things differently, and I think that's what the company's been doing in the last six months, and and that was what was attractive is that that we've already started down that journey of making those changes, doing things that the company needs to get it back to where it has been previously.

16:26 That's that's the first question. It was a part b. What do you bring to the party? And what do I bring to the party? So I have a long executive background. I've been CEO of an industrials business when I was at Invensys.

16:38 I have, ten years as being a non exec and was chair of Alico PLC, so I have a chair background as well. What I hope to be able to do is to help, you know, consolidate those changes, ensure that the board continues to run effectively, and help mentor and be there and support the team, understanding the the business and the operation.

17:04 Do you want me to to get that?

17:05 So obviously a very similar comments to to Serena. I I feel the company is very much poised to actually reclaim its position that it did in the past. The company is well positioned both from a manufacturing and distribution point of view, and I'm really excited. I've now here been here about ten months. And from what I can see, the team and the structure, it really excites me what we can do into the future. So I'm really excited about the opportunity of this company, and that's the reason why I joined TRIFAST. What I bring to the party, if I do your be to your to your question, I have, you know, over thirty odd years experience, a lot of it in transformation. So I've done a lot of transformation projects all across different companies. I come from some pedigree companies on engineering and manufacturing, which I bring to it.

17:56 But what I'm excited about is all that experience coming together with a very strong finance team that's building, and I can see the future for TRIFAST. So that's why I've come, and that's why I can add that value. Okay. I would, I mean, obviously replicate those those views in terms of the company. I think it's a business with a great footprint in terms of an instant international footprint. It's got positions in manufacturing and distribution, as as you know.

18:25 I think the the perception and the relationship that it has with customers is excellent. And I think that the the focus that the business is now looking at in terms of the initiatives on true profit and simplifying the business, you know, will will yield better results moving forward. So, I mean, I'm and in terms of why I wanted to join the business, I felt that I could add something in terms of those projects and those initiatives. My background is forty years in the building products arena, both on the heavy side and the light side, primarily with manufacturing businesses. And currently, I sit on four other PLC boards, Houghton, joinery access, and Ipslok, the brick manufacturer.

19:15 You. I have other questions, but other people might make a note. Thank you. Have other questions on the from the floor at the moment. Yes? Yes. I wondered if you could say something about one of the risks of cyber security, whether this is something that's regularly discussed at board meetings, whether the board, in fact, have any training so they can oversee what's going on in the company,

19:51 What whether the setup that you have is checked out by external IT experts, you know, because it's a big company worldwide, you know, and there's changes on the board. So I just want to be sure sort of reassure that, you know, the board got this in hand. I think as a as a risk,

20:23 it's sort of marked as unchanged from last year. But, of course, these cyber incidents are becoming more sophisticated. Do want me to take it? Yeah. Yeah. So from my own background, I I come with a technology background as well. So I have quite strong cyber credentials. And what we found historically is and and TRIFAST does have good systems in place to to protect itself, but the biggest risk is from, behaviors in the organization. So we have a learning and development platform where we we look at that, and so all our employees, you know, they'll get tested and and and they do the, learning and development. So it's really trying to prevent them or or training them for their own benefit in the companies what a phishing attack might look like, you know, where we might get attacked.

21:27 So we have the infrastructure and pieces in in place. That's one of the things that I asked when I first joined on Thursday, and and I think, you know, we're on the journey. That doesn't at all make us immune to it as as you all know. You know, the risks continue to increase, but I think we do have some good things in place and and that underlying training. We have a question from, the online platform, and if I can, Scott, put this one to you, perhaps. Just perhaps, we're being asked on the update, perhaps a short update on the move from the warehouse in Uckfield and more generally on the national distribution center in in the Midlands. Absolutely.

22:16 Well, I can proudly say that the team has worked super hard. It's been a project that most people thought was gonna take years. A two year cycle was the original estimation, and we've asked the team to find a plan that would collapse that period into the shortest possible, period of time because we need to get the resources onto the next project after that. The team responded with really good, results, And I mean, everybody, it you wouldn't think about a warehouse move needing a lot of IT necessarily, but, of course, it does. So it's been right across the business. And yesterday, we issued the first invoice.

23:04 So doesn't mean the project is complete. This is remember, this is a sequence of moves. We have a series of facilities that are consolidating into one central place, but I take it as, you know, the first light at the end of the tunnel that says we're on time. It's a wrestling match, absolutely, to get it done, to finish it, but we're on time. We've been able to get the first invoice through. It means, you know, the IT, the plumbing the plumbing is working, and that's, where we are at the moment. We'll continue through the back of the year, putting the other facilities through, and this comes in rapid succession now. So I think it's a really good project.

23:50 And to answer the question specifically, yes, thanks to great teamwork, we're on track. Would like to carry on? Please do. We have I I'm bouncing through the annual report and the announcement that was made this morning. I was struck by the wizardry of titles these days. Stephen Meeksen, according to the annual report, is global business transformation director. Scott McMeeking, as of next week, is head of strategic transformation. It sounds little bit similar, but I'd like to know the difference. The other thing that isn't made clear is whether Scott is gonna keep is gonna stay on the executive board or the executive meeting, both working this year, as of next week when he leaves the board. Could you clarify those, please?

24:49 In in terms of your latter question, you know, Scott's counsel and guidance and the work he's done is invaluable to us and he will be remaining, you know, working closely alongside with the executive team. And so we'll attend those exec meetings. And I think in terms of the titles, it's a fair point. We were really clear and and Ian and and Scott will be working really closely together to to drive, you know, where the accountability is in in terms of, you know, with Scott for his accountabilities. I think Steve has got some specific things that that he's doing, one of which in fact is he's overseeing the NDC, and we have so much going on. So the the roles are separate even though obviously the titles sound similar.

25:56 Here they go. Angered camera. Just Angered camera. That's all. But Absolutely. We've had a lot of change. Yeah. I I feel we need comfort Mhmm. Yes. That everything's gonna fit together. Yes. And now the the second half of last year was clearly a disappointment. And quite often when companies have a disappointing result, they tend to kitchen sink a whole lot of stuff. But that also applies when new chairman and new chief execs arrive. So the really important question is, have Scott and Daryl already kitchen sinked everything into last year? Or will the new CEO, the chief executive, and the new chairman wanna wanna do even more?

26:43 I think the programs of work that we have underway already are exactly the right things that we need to do. Will we be doing more things on top of that? I'm sure we will continue to assess and review everything we need to do. Are we going to be throwing things out that we've already done? No. We're not. We are driving forward. We've got a strategy, and what the team are doing is implementing that strategy. Yes, mister Cash. The share price is halved roughly from what it was about two years ago. And when when I've heard the board speak before online, I must say I'm impressed at your determination to to do everything correctly and keep up with the changes.

27:45 But I'm just wondering, are you to increasing the share price levels? We're absolutely committed to shareholder value. Obviously, the share price is a result of many factors, but we will be focusing on on, you know, value for all our stakeholders as we go forward. Okay. Well, if there's no other questions then, thank you all very much for attending today. And we hope you all have a safe journey home. And thank you again.

28:30 Thank you. With that, we close the meeting. That's great. To the board of TRIFAST, thank you very much indeed for your time this morning. Could I please ask attendees online not to close this session as we'll now automatically redirect you for the opportunity to provide your feedback in order that the board can better understand your views and expectations. This will only take a few moments to complete, but I'm sure be greatly valued by the company. On behalf of the board of TRIFAST, we'd like to thank you for attending today's annual general meeting online, and good morning to you all. Thank you. Thank you. Thank you.