Cochlear Limited · ASX:COH
Cochlear — Shareholder Meeting (2004)
33 slides from Cochlear's shareholder meeting presentation, 2004
Slide 1: Internationalisation
Internationalisation • Sales across 80+ countries (<3% in Australia) • 3 regions: Americas, Europe & Asia Pacific • Also, separate in “3 Tiers” • Tier 1 – “developed” countries • Tier 2 – “developing” countries • Tier 3 – “emerging” countries • Manage growth differently in these tiers • For example,
Slide 2: Core Strategies
Core Strategies • Retain the customer focus • Get the right people in the right positions • Internal effectiveness and efficiency • Two key drivers of growth • (Technologic) Innovation • Internationalisation
Slide 3: Outlook
Outlook • Strategies will have impact but need more time for visibility • Comfortable with mean of F’05 Analysts’ expectations • PAT (A$50 – 51 million) • Q1 trading at expectations
Slide 4: Hear now. And always cochlear
Hear now. And always cochlear
Slide 5: Questions…
Questions...
Slide 6: Question 1: When is the share price likely to recover?
Question 1: When is the share price likely to recover?
Slide 7: Question 2: Status of the Department of Justice enquiry in the USA
Question 2: What is the status of the Department of Justice enquiry in the USA?
Slide 8: Question 3: Increase in Director remuneration
Question 3: How can an increase in Director remuneration be justified when the company is performing so poorly?
Slide 9: Indicative Non-Executive Director Fees
Indicative Non-Executive Director Fees Fee Structure Current Proposed A$’000 A$’000 Base - existing director 60 75 - new directors - 95 Chairman to remain at 3 x existing director base fee and no committee fees Chair, Technology C’tee 15 15 Chair, Audit C’tee 22 15 Committee Fees - Audit 15 15 - Oth
Slide 10: Question 4: Why aren't Directors fees adjusted according to performance?
Question 4: Why aren’t Directors fees adjusted according to company performance?
Slide 11: Question 5: Current intent regarding capital management
Question 5: What is the company’s current intent regarding capital management?
Slide 12: Question 6: Plans for a share split?
Question 6: Does the company have any plans for a share split?
Slide 13: Question 7: Why no dividend reinvestment plan?
Question 7: Why does Cochlear not have a dividend reinvestment plan?
Slide 14: Question 8: Rotation of audit partner and audit independence
Question 8: How often do you rotate your audit partner and when was the last rotation? How do you ensure audit independence?
Slide 15: Question 9: Why were R&D expenses up?
Question 9: Why were your R&D expenses up from $37m to nearly $45m?
Slide 16: Question 10: Printing of the notice of AGM
Question 10: “Why for heaven’s sake don’t you print your notice of AGM in black instead of that fancy silver / grey so I can read the bloody thing! “We are not all gimlet-eyed 20/20 vision yuppie typographic consultants.”
Slide 17: Cochlear Limited 2004 Annual General Meeting: Business of the Meeting
Cochlear Limited 2004 Annual General Meeting Business of the Meeting
Slide 18: Resolution No. 1: To Receive and Consider Financial Report
Resolution No. 1 To Receive and Consider Financial Report To receive and consider the Company’s financial report and the reports of the directors and auditors of the Company in respect of the year ended 30 June 2004.
Slide 19: Resolution No. 1: Proxy Summary
Resolution No. 1 To Receive and Consider Financial Report Proxy Summary: • Total number of proxy votes available to be cast 23,342,559 100% • Votes in favour of the resolution 22,415,331 96% • Votes against the resolution 225,335 1% • Votes to be cast at the discretion of the proxy 145,001 1% • Vote
Slide 20: Resolution No. 2: Remuneration Report
Resolution No. 2 Remuneration Report To consider and, if thought fit, to pass the following non- binding resolution: 2.1 “That the Remuneration Report be adopted”
Slide 21: Resolution No. 2: Proxy Summary
Resolution No. 2 Remuneration Report Proxy Summary: • Total number of proxy votes available to be cast 23,342,559 100% • Votes in favour of the resolution 22,550,682 96% • Votes against the resolution 480,765 2% • Votes to be cast at the discretion of the proxy 145,001 1% • Votes directed to abstain
Slide 22: Resolution No. 3: Election of Directors
Resolution No. 3 Election of Directors
Slide 23: Resolution No. 3.1: Election of Mr Justus Veeneklaas
Resolution No. 3.1 Election of Directors – Mr Justus Veeneklaas “THAT Mr Justus Veeneklaas, being a Director who is retiring by rotation in accordance with the Company’s constitution and, being eligible, offers himself for re- election as a Director of the Company.”
Slide 24: Resolution No. 3.1: Proxy Summary
Resolution No. 3.1 Election of Directors – Mr Justus Veeneklaas Proxy Summary: • Total number of proxy votes available to be cast 23,342,559 100% • Votes in favour of the resolution 22,589,567 97% • Votes against the resolution 483,179 2% • Votes to be cast at the discretion of the proxy 145,001 1%
Slide 25: Resolution No. 4: Increase aggregate remuneration of Non-Executive Directors
Resolution No. 4 To increase the maximum aggregate remuneration of Non-Executive Directors “THAT, with effect from the financial year commencing 1 July 2004, the aggregate maximum sum available for remuneration of non-executive directors is increased by A$400,000 per year to A$1,000, 000 per year.”
Slide 26: Resolution No. 4: Proxy Summary
Resolution No. 4 To increase the maximum aggregate remuneration of Non-Executive Directors Proxy Summary: • Total number of proxy votes available to be cast 23,096,279 100% • Votes in favour of the resolution 21,181,615 92% • Votes against the resolution 1,401,899 6% • Votes to be cast at the discre
Slide 27: Resolution No. 5: Securities Issued to the President/CEO
Resolution No. 5 Approval of Securities Issued to the President/CEO under the Cochlear Executive Long Term Incentive Plan “THAT approval be given to: a) The grant to Dr Christopher Graham Roberts, the President/CEO of the Company, of options calculated in accordance with the formula, and on the term
Slide 28: Resolution No. 5 (continued)
Resolution No. 5 (continued) Approval of Securities Issued to the President/CEO under the Cochlear Executive Long Term Incentive Plan “THAT approval be given to: c) The grant to Dr Roberts, of options calculated (in accordance with the formula), and on the terms, summarised in the Explanatory Notes
Slide 29: Resolution No. 5: Proxy Summary
Resolution No. 5 Approval of Securities Issued to the President/CEO Under the Cochlear Executive Long Term Incentive Plan Proxy Summary: • Total number of proxy votes available to be cast 23,135,589 100% • Votes in favour of the resolution 21,998,077 95% • Votes against the resolution 843,385 3% • V
Slide 30: Resolution No. 6: Securities Issued to Executive Director under CELTIP
Resolution No. 6 Approval of Securities Issued to Executive Director under CELTIP “THAT approval be given to: a) The grant to Dr John Louis Parker, an Executive Director of the Company, of options calculated (in accordance with the formula), and on the terms, summarised in the Explanatory Notes to t
Slide 31: Resolution No. 6: Proxy Summary
Resolution No. 6 Approval of Securities Issued to Executive Director Under Cochlear Executive Long Term Incentive Plan Proxy Summary: • Total number of proxy votes available to be cast 23,136,089 100% • Votes in favour of the resolution 21,980,393 95% • Votes against the resolution 851,276 3% • Vote
Slide 32: The world leader. Cochlear
(0 The world leader. Cochlear
Slide 33: Hear now. And always cochlear
Hear now. And always cochlear