Brambles Limited · ASX:BXB
Brambles — Shareholder Meeting (October 2012)
74 slides from Brambles's shareholder meeting presentation, Oct 11, 2012
Slide 1: Annual General Meeting
Annual General Meeting 11 October 2012
Slide 2: Graham Kraehe AO, Chairman
Brambles Graham Kraehe AO Chairman
Slide 3: FY12 results: guidance delivered; growth strategy momentum
Annual General Meeting 2012 FY12 results: guidance delivered; growth strategy momentum • Sales revenue up 20% to US$5,625 million – IFCO contribution, new customer wins, new segment/region expansion • Underlying profit up 18% to $1,010 million – Growth of 9% when normalised for IFCO • Final dividend
Slide 4: Growth strategy focused on value creation for all stakeholders
Annual General Meeting 2012 Growth strategy focused on value creation for all stakeholders • Profitable expansion of Pooling Solutions operations – Provision of reusable, returnable transportation platforms (i.e. pallets, crates and containers) – Range of industries; CHEP and IFCO brands • Strong gr
Slide 5: Organised to deliver: RPCs, Pallets and Containers segments
Annual General Meeting 2012 Organised to deliver: RPCs, Pallets and Containers segments Containers Business segment RPCs Pallets Auto IBCs ULDs CCCs crates Customer Fresh food Consumer goods Manufacturing Auto- Aero- Chem solution motive space -ical Global expertise & solutions delivery 5
Slide 6: Recall divestment process and rights issue
Annual General Meeting 2012 Recall divestment process and rights issue • Recall: strong business performing well – Does not fit with focus on Pooling Solutions operations • Divestment process sought shareholder value – Ultimately not achievable amid volatile capital market conditions • Fully underwr
Slide 7: Brambles: one of Australia's most international companies
Annual General Meeting 2012 Brambles: one of Australia’s most international companies • Pooling Solutions brands operate in more than 50 countries – Network of local and international customers extends to more than 70 countries • More than 600 service centres • Approximately 17,000 people directly e
Slide 8: Board composition and governance to reflect global scale
Annual General Meeting 2012 Board composition and governance to reflect global scale • 2012 Board meetings in Toronto, Zurich and Istanbul – Engagement with local employees, management and customers • Essential for Board to have appropriate experience – Supply chain logistics, consumer goods, retail
Slide 9: Safety and Sustainability
Annual General Meeting 2012 Safety and Sustainability • With great sadness, two employee fatalities in June 2012 – Alfredo Ruiz of CHEP Catalyst & Chemical Solutions (Texas, USA) – Roland Haggins of Recall (Maryland, USA) • In line with Zero Harm policy, Board seeking to drive continued improvement
Slide 10: Summary: 2012 a successful year
Annual General Meeting 2012 Summary: 2012 a successful year • Delivery of short-term financial objectives • Progression of implementation of growth strategy • Ongoing investment in the future • Strong position to weather economic challenges and accelerate growth when conditions improve 10
Slide 11: Tom Gorman, Chief Executive Officer
Tom Gorman Chief Executive Officer
Slide 12: Delivery of 2012 targets amid challenging conditions
Annual General Meeting 2012 Delivery of 2012 targets amid challenging conditions • FY12 sales and profit targets delivered • Strength of established pooling networks – Position developed over many years • Relatively defensive nature of earnings – Mostly exposed to consumer staples sector • Diversifi
Slide 13: FY12 achievements in review
Annual General Meeting 2012 FY12 achievements in review Underlying profit of US$1,050M-US$1,080M at 30 June 2011 FX Constant currency sales revenue growth in all segments Delivery of sales targets in RPCs, Containers and emerging markets Efficiencies from IFCO integration, global Pallets and R
Slide 14: Strong business performance enables confidence in FY13 outlook
Annual General Meeting 2012 Strong business performance enables confidence in FY13 outlook • Constant currency sales revenue growth expected in all segments – 15% in RPCs segment and emerging markets Pallets – Doubling of combined sales revenue in new parts of Containers segment • Recall: modest con
Slide 15: Strategy Scorecard
Annual General Meeting 2012 Strategy Scorecard 15
Slide 16: Strategic themes: Diversification
Annual General Meeting 2012 Strategic themes: Diversification “Expanding into more customer segments and broadening our range of products and services, including in emerging markets” •Target areas share key characteristics – Common platform used by multiple parties – Assets (i.e. pallets, crates and
Slide 17: Strategic themes: Cost Leadership
Annual General Meeting 2012 Strategic themes: Cost Leadership “Delivering a low-cost business model that leverages our global scale to create sustainable competitive advantage for Brambles and its customers” •Combined annual efficiency targets by end FY15 of US$100 million – IFCO integration synergi
Slide 18: Strategic themes: Go To Market
Annual General Meeting 2012 Strategic themes: Go To Market “Strengthening our brand position and continuing to enhance the customer experience through improved quality of our products and services” •Streamlining/acceleration of product development efforts •Implementation of standardised go–to-market
Slide 19: Strategic theme: People & Leadership
Annual General Meeting 2012 Strategic theme: People & Leadership “Attracting, developing and retaining the right individuals and teams that can enhance our culture and bring the required capability for sustainable success” •Executive Leadership Team appointments from outside – Jean Holley, Jason Rab
Slide 20: Trading update for three months to end September 2012
Annual General Meeting 2012 Trading update for three months to end September 20121 • Sales revenue up 3% to US$1.425 billion – Up 8% at constant currency2 • On track to deliver sales growth, efficiency and profit targets • New business win momentum continues • Entering FY13 in positive shape – Robus
Slide 21: Annual General Meeting
Annual General Meeting 11 October 2012
Slide 22: Luke Mayhew, Chairman of the Remuneration Committee
Luke Mayhew Chairman of the Remuneration Committee
Slide 23: Executive remuneration policy
Annual General Meeting 2012 Executive remuneration policy Objectives • Attract and retain high-calibre executives • Reward successful business strategy implementation • Motivate executives to achieve challenging performance levels • Align executive rewards with creation of shareholder value 23
Slide 24: Senior executive remuneration structure
Annual General Meeting 2012 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 shar
Slide 25: Remuneration outcomes and decisions
Annual General Meeting 2012 Remuneration outcomes and decisions • Modest salary increases for senior executives for FY12 – Higher increase for Chief Executive Officer • Short-term bonus and deferred share awards reflected company performance • Long-term incentives (LTIs) vested at 42% in FY12 – Tota
Slide 26: Remuneration outcomes – CEO's salary increase
Annual General Meeting 2012 Remuneration outcomes – CEO’s salary increase • Early in FY12, CEO received significant one-off increase to base salary – Followed Board assessment of performance and contribution over his first two years • CEO’s base salary increase for FY13 will fall back in line with a
Slide 27: Remuneration policy – global framework
Annual General Meeting 2012 Remuneration policy – global framework • Brambles’ remuneration framework underpinned by banding structure with roles based on equivalent work value • Remuneration Committee receives annual report on remuneration by gender to enable it to monitor remuneration equity acros
Slide 28: MyShare – continuing good progress
Annual General Meeting 2012 MyShare – continuing good progress • More than 3,000 employees in 40 countries have elected to participate • At end September 2012 MyShare employees held a total of 2,089,922 shares • At end March 2012 Brambles issued 447,889 matching shares for the two-year period from M
Slide 29: Final comment – 2013
Annual General Meeting 2012 Final comment – 2013 • No proposed changes to remuneration policy for 2013 • We believe current strategy is fit for purpose and aligns well with business strategy 29
Slide 30: Annual General Meeting
Annual General Meeting 11 October 2012
Slide 31: How to ask a question
Annual General Meeting 2012 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 31
Slide 32: Annual General Meeting
Annual General Meeting 11 October 2012
Slide 33: Voting procedure
Annual General Meeting 2012 Voting procedure 33
Slide 34: Item 1
Annual General Meeting 2012 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 2012 34
Slide 35: Item 2
Annual General Meeting 2012 Item 2 As an ordinary resolution To adopt the Remuneration Report for Brambles and the Group for the year ended 30 June 2012 35
Slide 36: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 2 To adopt the Remuneration Report For Discretionary Against Abstain Proxy votes 1,146,430,915 4,527,399 9,127,401 3,529,730 Direct votes 9,875,351 0 1,962,738 232,448 Total 1,156,306,266 4,527,399 11,090,139 3,762,178 36
Slide 37: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 2 To adopt the Remuneration Report 37
Slide 38: Election of Mr Douglas Gordon Duncan
Election of Mr Douglas Gordon Duncan
Slide 39: Item 3
Annual General Meeting 2012 Item 3 As an ordinary resolution That Mr Douglas Gordon Duncan be elected to the Board of Brambles 39
Slide 40: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 3 To elect Mr Douglas Gordon Duncan to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,153,141,205 4,606,981 4,834,937 1,091,699 Direct votes 11,541,463 0 333,960 333,678 Total 1,164,682,668 4,606,981 5,16
Slide 41: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 3 To elect Mr Douglas Gordon Duncan to the Board of Brambles 41
Slide 42: Election of Mr David Peter Gosnell
Election of Mr David Peter Gosnell
Slide 43: Item 4
Annual General Meeting 2012 Item 4 As an ordinary resolution That Mr David Peter Gosnell be elected to the Board of Brambles 43
Slide 44: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 4 To elect Mr David Peter Gosnell to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,134,416,436 4,595,235 23,580,942 1,082,209 Direct votes 11,490,047 0 403,342 314,280 Total 1,145,906,483 4,595,235 23,98
Slide 45: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 4 To elect Mr David Peter Gosnell to the Board of Brambles 45
Slide 46: Election of Ms Tahira Hassan
Brambles Election of Ms Tahira Hassan
Slide 47: Item 5
Annual General Meeting 2012 Item 5 As an ordinary resolution That Ms Tahira Hassan be elected to the Board of Brambles 47
Slide 48: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 5 To elect Ms Tahira Hassan to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,157,587,633 4,588,538 403,432 1,096,237 Direct votes 11,533,139 0 381,237 293,297 Total 1,169,120,772 4,588,538 784,669 1,389,
Slide 49: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 5 To elect Ms Tahira Hassan to the Board of Brambles 49
Slide 50: Re-election of Mr Graham John Kraehe AO
Re-election of Mr Graham John Kraehe AO
Slide 51: Item 6
Annual General Meeting 2012 Item 6 As an ordinary resolution That Mr Graham John Kraehe AO be re-elected to the Board of Brambles 51
Slide 52: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 6 To re-elect Mr Graham John Kraehe AO to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,146,313,598 4,570,225 11,758,468 1,033,549 Direct votes 11,279,956 0 641,908 275,527 Total 1,157,593,554 4,570,225
Slide 53: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 6 To elect Mr Graham John Kraehe AO to the Board of Brambles 53
Slide 54: Re-election of Mr Stephen Paul Johns
Re-election of Mr Stephen Paul Johns
Slide 55: Item 7
Annual General Meeting 2012 Item 7 As an ordinary resolution That Mr Stephen Paul Johns be re-elected to the Board of Brambles 55
Slide 56: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 7 To re-elect Mr Stephen Paul Johns to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,152,458,301 4,593,277 5,595,246 1,029,016 Direct votes 11,360,724 0 550,876 274,988 Total 1,163,819,025 4,593,277 6,14
Slide 57: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 7 To elect Mr Stephen Paul Johns to the Board of Brambles 57
Slide 58: Re-election of Ms Sarah Carolyn Hailes Kay
Re-election of Ms Sarah Carolyn Hailes Kay
Slide 59: Item 8
Annual General Meeting 2012 Item 8 As an ordinary resolution That Ms Sarah Carolyn Hailes Kay be re-elected to the Board of Brambles. 59
Slide 60: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 8 To re-elect Ms Sarah Carolyn Hailes Kay to the Board of Brambles For Discretionary Against Abstain Proxy votes 1,153,118,430 4,588,429 4,626,716 1,342,165 Direct votes 11,621,403 0 322,471 252,941 Total 1,164,739,833 4,588,42
Slide 61: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 8 To elect Ms Sarah Carolyn Hailes Kay to the Board of Brambles 61
Slide 62: Re-election of Mr Brian Martin Schwartz AM
Re-election of Mr Brian Martin Schwartz AM
Slide 63: Item 9
Annual General Meeting 2012 Item 9 As an ordinary resolution That Mr Brian Martin Schwartz AM be re-elected to the Board of Brambles 63
Slide 64: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 9 To re-elect Mr Brian Martin Schwartz AM to the Board of Brambles For Discretionary Against Abstain 1,156,815,619 1,028,717 Proxy votes 4,607,813 1,223,691 Direct votes 11,475,161 0 456,823 255,181 Total 1,168,290,780 4,607,81
Slide 65: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 9 To elect Mr Brian Martin Schwartz AM to the Board of Brambles 65
Slide 66: Increase to Non-executive Directors' fee pool
Increase to Non-executive Directors’ fee pool
Slide 67: Item 10
Annual General Meeting 2012 Item 10 As an ordinary resolution That pursuant to Australian Securities Exchange Listing Rule 10.17 and clause 74(b) of the Company’s Constitution, the maximum permissible annual aggregate remuneration of Directors of Brambles Limited (other than executive directors) for
Slide 68: Proxies and direct votes received
Annual General Meeting 2012 Proxies and direct votes received Resolution 10 To increase the Non-executive Directors’ fee pool For Discretionary Against Abstain Proxy votes 1,152,497,520 2,756,687 4,408,911 2,304,831 Direct votes 9,187,935 0 2,780,419 90,289 Total 1,161,685,455 2,756,687 7,189,330 2,
Slide 69: Mark your voting card
Annual General Meeting 2012 Mark your voting card For Against Abstain Resolution 10 To increase the Non-executive Directors’ fee pool 69
Slide 70: Annual General Meeting
Annual General Meeting 11 October 2012
Slide 71: Please deposit voting cards at exit
Annual General Meeting 2012 Please deposit voting cards at exit 71
Slide 72: The poll has now closed
Annual General Meeting 2012 The poll has now closed 72
Slide 73: Disclosure statement
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 about and observe such restrict
Slide 74: Brambles
Brambles MOMENTUM ::