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CENTREPOINT ALLIANCE LIMITED — AGM Information 2012
Nov 28, 2012
64601_rns_2012-11-28_7e49e0c7-aa07-41ac-9d10-6a55a0bffeec.pdf
AGM Information
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Annual General Meeting 29 November 2012
AGM November 2012
Welcome
Board Members:
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Rick Nelson - Chairperson
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Tony Robinson – Managing Director
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Noel Griffin – Non-Executive Director
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Chris Castles – Non-Executive Director
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Matthew Kidman – Non-Executive Director
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Stephen Maitland – Non-Executive Director
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Ian Magee – Company Secretary & CFO
Senior Executives:
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Peter Walther – Professional Investment Services CEO
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Robert Dodd – Centrepoint Alliance Premium Funding CEO
AGM November 2012
Agenda
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Aspiration
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Business structure
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Financial performance
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Other key issues
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Future
AGM November 2012
Aspiration
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Create a successful specialist financial services business
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Ensure each of the components of the CAF group are successful and competitive in their own right including:
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Advice services businesses which are viewed as providers of choice and have key strategic positions in their markets
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Businesses which specialise in segments of markets where they can be leading service providers, for example premium funding
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Create an organisation structure and environment which leverages the skill, knowledge and ability of the people working with and in CAF
AGM November 2012
Business Structure
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CAF
Core
Business
Centrepoint
Centrepoint
Premium
Wealth
Funding
Non-Core
Advisor Product Malaysia
Services & Platform
Singapore
NZ
Nil carrying value
PIS AAP
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AGM November 2012
Business Structure
Businesses
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CPW | Centrepoint Wealth: largest non-institutional advice business
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PIS | Professional Investment Services: AFSL holder providing services to approximately 650 financial planners
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AAP | Associated Advisory Practices: Non AFSL holder providing services to approximately 170 licensees covering approximately 650 financial planners
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IDL | Investment Diversity: Platform service provider (White Label)
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Ventura/Allstar | Fund Manager – Ventura multimanager and Allstar sector specific
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CAPF | Centrepoint Alliance Premium Funding
In the whole group, approximately $9 billion of FUA/FUM and over $300 million in premium funding loans
AGM November 2012
Financial Performance – FY 2011/12
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FY 2011/12 result includes significant costs associated with legacy PIS
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Claims issues significantly impacted result (legacy costs)
| 30 June 2012 ($m) | 30 June 2012 ($m) | 30 June 2012 ($m) | 30 June 2012 ($m) | 30 June 2012 ($m) | 30 June 2012 ($m) | 2011 | ||
|---|---|---|---|---|---|---|---|---|
| Advice | Product & Platform |
CAPF | Other (Int. and Corp.) |
Group | Group | |||
| Revenue | 38.9 | 5.6 | 13.1 | 4.5 | 62.1 | 58.3 | ||
| Pre-tax (12.2) 2.0 2.3 (6.6) |
(14.5) | (12.3) | ||||||
| Tax | 3.0 | (0.9) | (0.7) | (4.2) | (2.8) | (0.8) | ||
| NPAT | (9.2) | 1.1 | 1.6 | (10.8) | (17.3) | (13.1) | ||
| 30 June 2012 ($m) | 2011 | |||||||
| Group | Group | |||||||
| Pre-tax | (14.5) | (12.3) | ||||||
| Minorities | (0.8) | (0.9) | ||||||
| Legacy Costs | 16.5 | 4.3 | ||||||
| Pre-tax and legacy attributable to owners | 1.2 | (8.9) |
AGM November 2012
Financial Performance - Claims
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PIS claims performance continued to impact on the business
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Significant portion of claims relate to advisers no longer with the group
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Significant structural change has occurred in the business to ensure minimal claims from current advisers and advice
Comparison of settled claims by # of claims by claim date & advice date (as at April 2012)
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200
POLICY YEAR ADVICE DATE
180
160
140
120
100
80
60
40
20
0
2003 or EARLIER2003-2004 2004-2005 2005-2006 2006-2007 2007-2008 2008-2009 2009-2010 2010-2011 2011-2012
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AGM November 2012
Financial Performance - Current
2012/13 Financial Year First Quarter Performance
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3 months to 30 September 2012 (pre minorities) EBITDA was approximately $3 million
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Still incurring costs associated with change
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Will test claims provision at 31 December 2012 by second actuarial review
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Most significant opportunity to improve performance remains in PIS
AGM November 2012
Most significant opportunity to improve - PIS
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Changes being made to accommodate:
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−Need for acceptable risk levels (ensure quality of advice)
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−FoFA
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−Competitive environment
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Retain:
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−Intra-network support
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−Focus on planner/accountant relationship
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Build:
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−New capabilities
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AGM November 2012
Other Key Issues
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Enforceable Undertaking update
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Singapore sale update
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Future of Financial Advice (FoFA) Reform
AGM November 2012
Future
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PIS benefiting from capable management
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CPW group remains a significant player in the wealth industry
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largest non-institutionally owned advice service group
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Premium Funding generating sound returns
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largest non-institutionally owned premium funder
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Continue to pursue exit from non-core businesses
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Looking for opportunistic incremental add-ons
THANK YOU
AGM November 2012
Capital Management & Unrecognised Assets
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Franking Credits $27,985,000 − Ability to pay fully franked dividends to $65,300,000
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Tax value of revenue losses not recognised in balance sheet $11,940,000 − Potential taxable earnings before paying tax $39,800,000
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Tax value of capital losses not recognised in balance sheet $8,767,000 − Potential profit on asset sales before paying tax $29,223,000
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Combination of franking credit & tax losses allows fully franked dividends to be paid whilst tax losses are being absorbed
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Your Board understands your right to be rewarded by fully franked dividends &/or capital initiatives
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Your Board will decide on rewards at the appropriate time
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Remuneration Report
Resolution:
“That the Remuneration Report for the year ended 30 June 2012 (set out in pages 17 to 25 of the 2012 Annual Report) be adopted”
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 38,395,735 | 88.47 | 37.94 |
| Against | 4,666,937 | 10.75 | 4.61 |
| Open Usable | 339,269 | 0.78 | 0.34 |
| Other | 3,438,432 | - | 3.39 |
| TOTAL | 46,840,373 | - | 46.28 |
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Election of Director
Resolution:
“That Mr. Stephen James Maitland, who was appointed in accordance with Rule 47 of the Company’s Constitution, and who is eligible for election and offers himself for election, be elected as a director of the Company.”
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 42,457,357 | 90.41 | 41.96 |
| Against | 3,473,245 | 7.40 | 3.43 |
| Open Usable | 1,028,131 | 2.19 | 1.02 |
| Other | 58,498 | - | 0.06 |
| TOTAL | 47,018,231 | - | 46.46 |
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Election of Director
Resolution:
“That Mr. Matthew Kidman, who was appointed in accordance with Rule 47 of the Company’s Constitution, and who is eligible for election and offers himself for election, be elected as a director of the Company.”
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 42,476,151 | 90.43 | 41.97 |
| Against | 3,464,434 | 7.38 | 3.42 |
| Open Usable | 1,028,131 | 2.19 | 1.02 |
| Other | 49,515 | - | 0.05 |
| TOTAL | 47,018,231 | - | 46.46 |
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Re-election of Director
Resolution:
“That Mr. Noel James Griffin, who retires as a director by rotation in accordance with Rule 58(a) of the Company’s Constitution, and who is eligible for re-election and offers himself for re-election, be re-elected as a director of the Company.”
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 42,355,184 | 90.17 | 41.85 |
| Against | 3,590,923 | 7.64 | 3.55 |
| Open Usable | 1,028,131 | 2.19 | 1.02 |
| Other | 43,993 | - | 0.04 |
| TOTAL | 47,018,231 | - | 46.46 |
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Remuneration of Directors
Resolution:
“That $425,000 be fixed as the maximum total amount or value of remuneration to be paid or provided to non-executive directors of the Company for their services as nonexecutive directors in any year (excluding reasonable travel, accommodation and other expenses, retirement benefits, and payments under an indemnity) for the purposes of rule 48 of the constitution of the Company, rule 10.17 of the ASX Listing Rules and for all other purposes."
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 39,266,547 | 90.09 | 38.80 |
| Against | 4,022,383 | 9.23 | 3.97 |
| Open Usable / Conditional |
297,663 | 0.68 | 0.30 |
| Other | 3,431,638 | - | 3.39 |
| TOTAL | 47,018,231 | - | 46.46 |
AGM Order of Business
1. Annual financial & other reports for the year ended 30 June 2012.
2. Adoption of the remuneration report for the year ended 30 June 2012.
3. Election of Stephen Maitland as a director.
4. Election of Matthew Kidman as a director.
5. Re-election of Noel Griffin as a director.
6. Maximum annual remuneration of non-executive directors.
7. Modification of the constitution of the Company.
Modification of Company Constitution
Resolution:
That the constitution of the Company be modified by deleting the existing rule 85 in the constitution and replacing it with the revised wording as set out in the Notice of Meeting.
Proxies:
| **Vote Type ** | Voted | % | % of All |
|---|---|---|---|
| For | 42,383,333 | 90.19 | 41.88 |
| Against | 3,583,044 | 7.62 | 3.54 |
| Open Usable | 1,028,131 | 2.19 | 1.02 |
| Other | 23,723 | - | 0.02 |
| TOTAL | 47,018,231 | - | 46.46 |
ANNUAL GENERAL MEETING
29 NOVEMBER 2012