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LENDLEASE GROUP AGM Information 2012

Nov 14, 2012

65243_rns_2012-11-14_bd078a2b-8d43-4a29-8185-520ee89ea6e9.pdf

AGM Information

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ASX Announcement

2012 Annual General Meetings – Chairman and Managing Director addresses

15 November 2012

In accordance with ASX Listing Rule 3.13, attached are the addresses and accompanying slide presentation to be given by Lend Lease Group's Chairman and Chief Executive Officer and Managing Director at the Annual General Meeting and Unit Holder meeting to be held today at 10.00am.

ENDS

For more information contact:

Investor Relations: Sally Cameron Group Executive - Investor Relations Tel: 02 9236 6464

Lend Lease Corporation Limited ABN 32 000 226 228 and Lend Lease Responsible Entity Limited ABN 72 122 883 185 AFS Licence 308983 as responsible entity for Lend Lease Trust ABN 39 944 184 773 ARSN 128 052 595

Millers Point NSW 2000 www.lendlease.com Australia

Level 4, 30 The Bond Telephone +61 2 9236 6111 30 Hickson Road Facsimile +61 2 9252 2192

2012 Annual General Meeting Speech by David Crawford AO, Chairman

MR DAVID CRAWFORD:

Good morning everyone.

My name is David Crawford and I am Chairman of the Lend Lease Board of Directors.

I acknowledge that we are here today on the land of the Gadigal people. The Gadigal people are the Traditional custodians of this land and form part of the wider Aboriginal nation known as the Eora. I extend my respect to their Elders past and present and to any Aboriginal and Torres Strait Islander people here with us today.

Before I commence my address I ask that everyone turn off their mobile phones.

Should there be an Emergency Evacuation at the Westin Sydney hotel, you will hear the following two tones.

The First Tone is the Pre-Alert Tone (BEEP, BEEP): Upon hearing this tone, stay where you are and prepare for Evacuation, await directions from the hotel staff. The Second Tone is the Evacuation Tone (WHOOP, WHOOP): upon hearing this tone, move to the nearest exit and follow the directions of hotel staff.

I now introduce the rest of the Board of Directors – on my far left - Peter Goldmark, Gordon Edington, Phillip Colebatch, Wendy Lee our Company Secretary and on my right is Steve McCann the

Group Chief Executive Officer and Managing Director, Colin Carter, Jane Hemstritch, Michael Ullmer and David Ryan.

Regrettably one of our Directors, Julie Hill, has informed the Board that after taking a range of circumstances into account, she will be re-balancing various obligations and travel demands in her life and will not be standing for re-election. On behalf of the Board, I thank Julie for the valuable contribution she has made during her six and a half years of service on the Board, and in particular all the energy and insight she has brought to the Company and her efforts to promote the Company's diversity agenda.

Seated in the front rows of the auditorium are also members of the executive management team. Also in attendance are the Group's auditors, KPMG, who will be able to assist with answers to questions you may have relating to the Group's financial statements and their audit.

I will commence proceedings with an overview of the key events and achievements for the 2012 Financial Year. Steve McCann will then present an operations report before we move to the formal business of the meeting and the resolutions. We will provide an opportunity for discussion and any questions you might have when we deal with each of the formal agenda items.

Lend Lease is committed to operating Incident & Injury Free wherever we have a presence. This is central to our business approach and is embedded in all of our decision making.

To support our Incident & Injury Free goal, we have developed robust operating disciplines including our Environment, Health & Safety Management System; Global Minimum Requirements for the safe delivery of projects wherever we operate and specific Environmental, Health & Safety behaviours.

Overall, 74 per cent of our operations across the world did not report a serious incident.

The majority of our reported incidents are near misses and are a reflection of a strong safety culture in which workers understand the importance of reporting and being proactive. Our reporting allows us to learn and continually improve our processes. Near miss incident reporting provides the best opportunity to identify risks and take preventative action.

We deeply regret, however, that one person lost his life this year on a Lend Lease controlled operation in New York. This tragic incident only reinforces our commitment to take the necessary steps at all times to be Incident & Injury Free.

No fatalities were recorded on Lend Lease controlled operations in the Asia, Australia or EMEA regions.

Lend Lease's strategic direction is to be the leading international property and infrastructure group and we are committed to a strategic journey of Restore, Build and Lead. We are currently in the 'Build' phase of our strategy.

We will only operate in sectors and locations where we have core capabilities that enable us to establish a competitive value proposition. We believe this approach will create long term value by delivering the right blend of risks and rewards for our securityholders.

We define "leading" as being in the top three in our chosen market sectors and segments, and we aim to achieve this through disciplined growth and diversification in selected markets. We operate across the four core regions of Australia, Asia, Americas and EMEA, which incorporates Europe and the Middle East.

Our key sectors are property and infrastructure and we operate and invest in sub-sectors that fit our core capabilities in development, investment management, construction, services and ownership.

We operate with three key principles that underpin everything we do being: safety, sustainability and diversity.

This year we introduced a unifying Lend Lease vision - 'to create the best places'. It is a very simple phrase that encapsulates what we aspire to do which is to build an unrivalled world-class platform – so that we can continue to create the best places to be enjoyed now and in the future.

We have six core values which shape the way we deliver the Group's vision. They guide how we behave and make decisions:

  • We respect all people, their ideas and cultures;
  • Integrity is non-negotiable. We leave a positive impact through our actions and behaviours;
  • We strive to find the best solution. We think outside the box and dare to do things differently;
  • We work together to achieve more through our unified culture and shared knowledge;
  • We seek, and are committed, to operating safely, achieving outstanding performance and the best outcomes; and
  • We earn and instil trust by being accountable at every level and in all of our interactions.

Lend Lease takes corporate governance very seriously and is committed to the highest standards. Lend Lease takes a zero tolerance approach to safety, corporate governance and compliance.

As you would be aware, on 10 September 2012, the Group announced it had identified certain discrepancies and issues in relation to the reporting and recognition of profits and losses on two projects within the Abigroup operations, which involved the potential under-reporting of anticipated profit on one project and the potential under-reporting of the anticipated loss on another project.

A thorough and swift investigation of the matters and all the surrounding circumstances was conducted in an exemplary manner by the CEO and his team in conjunction with the Group's external auditors and a number of other external advisers.

On 16 October, Lend Lease announced the key outcomes of its investigation into the composition of Abigroup results. Pleasingly, the investigation confirmed that:

  • the matters identified on the two projects did not have a net material impact on the Group's FY2012 financial position or results;
  • based on the review of a range of projects within and outside Abigroup, no systemic issues of a similar nature were identified; and

that the Group's FY2013 outlook remains unchanged. Lend Lease acted quickly, in an open and transparent manner to address the matters that were identified through our internal control processes. We will be implementing additional controls and process improvements within Abigroup in order to address the circumstances that led to the matters identified.

The Board agreed with the CEO that although no restatement of results was deemed necessary, in the circumstances it is appropriate that there be a 10 per cent reduction in the quantum of the STI award in respect to the year ended 30 June 2012 for the CEO and certain senior members of his management team. This reduction will be formally reported in next year's remuneration report.

Before moving to the results performance for the year I want to make some comments on our external auditors. KPMG and its predecessor firms were appointed at the first Lend Lease AGM in 1958. The Risk Management and Audit Committee consider twice yearly the ongoing appropriateness of the Group's audit

arrangement. In considering retaining the existing auditor, an appropriate balance is required between ensuring audit independence and maximising audit quality.

The Group is a large listed company, operating in a complex environment with complex business structures and operating models. KPMG has invested significant time and effort to understand the Group's operations and the cumulative knowledge of Lend Lease obtained by KPMG over many years cannot be underestimated.

In addition, the audit partner is rotated every five years. The current audit engagement partner is Stuart Marshall who was appointed with effect from 1 July 2011. Finally, the amount received by KPMG for audit services in 2012 was significantly below the total amount of fees paid to other accounting firms.

Moving on to a look at the performance of your company over the year.

I am pleased to report that Lend Lease delivered continued profit growth for the financial year ended 30 June 2012, with an Operating Profit after Tax of \$507.2 million, a 4.5 per cent increase on the prior year. The result reflects the continued success of the Group from focused execution of our strategy and a full year contribution of earnings from the infrastructure business.

Statutory Profit after Tax for the year was \$501.4 million, including net property revaluation losses of \$5.8 million after tax.

Securityholders received a final distribution of 22 cents per security, unfranked, bringing the full year distribution to 38 cents per security, an increase of 8.6 per cent on 2011.

During 2012 Lend Lease also made significant progress on executing the Group's strategy and repositioning the portfolio to generate over 60% of earnings from Australia, our home market. Development of major projects in the Group's \$20 billion urban regeneration pipeline is now underway.

At Barangaroo South in Sydney, we made significant progress on securing tenants for the first two commercial towers and raised \$2 billion of equity commitments including a \$500 million commitment from Lend Lease. We are well progressed on site with the perimeter basement wall now complete and construction of the first tower will commence by calendar year end.

Later in the formal part of the meeting, securityholders are being asked to consider resolutions to approve a capital reallocation through a reduction in the capital of the Company and the application of that capital to Lend Lease Trust. This seeks to provide a suitable capital base for the Trust to hold passive assets in a more efficient manner, in particular Lend Lease's \$500 million co-investment in the Barangaroo South development.

The Australian infrastructure business is performing well and exceeding the earnings accretion target we set at the time of acquisition. Globally the construction business has a strong construction backlog of circa \$17 billion.

In line with our strategy we continue to recycle assets. We recycled over \$950 million during the year and also invested over \$600 million in our pipeline.

Since announcing the Group's result in August, we have achieved continued momentum in project wins, including being selected to deliver the \$2 billion Sunshine Coast University Hospital in Queensland, a \$70 million early works package for the North West rail package in Sydney, issuing S\$275 million of bonds in Singapore and maintaining the Group's inclusion on the 2012 Dow Jones Sustainability Index.

The Group retains a strong financial position and as at 30 June 2012 held cash of just under \$1 billion, with gearing of 6.5% and undrawn capacity of \$1.2 billion. Our balance sheet and access to third party capital means we have the financial flexibility to fund our development pipeline and invest in new opportunities that are in line with strategy.

During the year, a number of senior management appointments were made, both to support the Group's growth strategy and maintain operational excellence, and most recently, we announced the appointment of Ms Kylie Rampa as Managing Director of the Australian investment management business.

During the year we also appointed three new Directors to the Board: Ms Jane Hemstritch and Messrs Michael Ullmer and Colin Carter. These appointments add to the diversity and breadth of experience across our Board.

The external environment remains challenging across the globe, however Lend Lease is in a strong position. While the Australian economy is facing its challenges, we remain an economy that is growing well relative to other economies.

Lend Lease is now a leading player in the infrastructure space in Australia. We will continue to keep a watchful eye on the slowdown in resource project approvals. However the infrastructure business continues to have a solid base of work with work in hand of \$6.7 billion as at 30 June.

We are encouraged by the NSW Government's bold statements regarding targeted projects including the North West rail link and the Sydney International Convention, Exhibition and Entertainment Precinct.

The commercial construction sector remains challenging, however the project management and construction business is well placed with a strong internal development pipeline and recent social infrastructure wins including the Sunshine Coast University Hospital.

The residential market remains soft, with building approvals down 12 per cent in FY12 compared to 2011. We are beginning to see enquiry levels increase in response to lower interest rates, but the uncertain environment and the lack of impetus to buy in a market where valuations are not increasing, means this is not yet translating into sales.

Lower valuations also translate into reduced availability of leverage. Lend Lease's response to this environment is to ensure that we have a broad portfolio, spread across different locations and price points, with our current emphasis on affordable corridors. We are also taking a more cautious approach to presale targets in the apartments business, where offshore sales are increasingly important.

We recently welcomed the Federal government's release of the Asian Century White Paper, which acknowledges the importance of Asia to the continued growth of the Australian economy. Lend Lease has been operating in Asia for over 20 years and it is a key growth region for the Group. As a country, Australia needs to have ongoing and robust discussion about our place in the Asian region, and government plays an essential role here in providing the foundations for business to compete through streamlined regulatory systems that enable us to be productive and efficient.

The strong fundamentals that we have seen across our key markets in Asia are expected to continue. We will capitalise on our track record in retail development, to seek additional retail and mixed use integrated opportunities in our key markets, with joint venture partners or in partnership with our capital investment partners.

Uncertainty regarding the European debt crisis and tough economic conditions continue to make trading difficult across the UK and Europe. However, our business remains well placed in London. In the Americas we are seeing early signs of recovery. We will continue to concentrate on building and delivering our integrated service offering in these key markets.

While our markets remain challenging, we have good visibility over earnings in the 2013 financial year and have continued to win new projects that will underpin future earnings growth.

The Group's continued earnings growth, in what remains a challenging environment, demonstrates that we are pursuing the right strategy. We have a significant project pipeline and clear priorities on where we will allocate our capital and are well on the way to delivering our target 15 per cent return on equity over the medium-term.

My thanks go to my fellow Board members, as well as the Lend Lease management team and employees for their dedicated efforts throughout the year. I also thank investors for their continued support as we build Lend Lease into the leading international property and infrastructure group.

I will now hand over to Steve.

2012 Annual General Meeting

Speech by Steve McCann

Group Chief Executive Officer and Managing Director

MR STEVE McCANN:

Thank you David. As David mentioned in his address Lend Lease had a strong year in 2012. We delivered profit ahead of market expectations and made good progress on our strategy. In 2013, execution will be the key theme. We need to continue to execute our key projects well and ensure we deliver the appropriate mix of risks and returns for investors.

Following on from the Chairman's comments regarding the importance of good governance and our commitment to the highest standards, I want to reiterate that Lend Lease takes a zero tolerance approach to the management of safety, corporate governance and compliance.

In driving a culture of transparency and performance, in a global organisation, it is important and the CEO and my senior management team demonstrate accountability.

We will also continue to have an uncompromising approach to ensure workers go home without incident or injury.

And one of the Group's key priorities over the next two years is to continue to drive operational excellence across the Group. This is being achieved in a number of ways.

Firstly, through the Group's transformation project that is focused on improving processes, technology and people initiatives. Secondly, through the Group's continued focus on margin improvement and ensuring best practice in policies and procedures and operating disciplines.

During the year we undertook a comprehensive review of our operating disciplines to ensure all of our operations worldwide are managed to the highest international safety standards. The outcome of this exercise was a revised Environmental, Health and Safety system and a set of reinforced Global Minimum Requirements which were launched in April 2012 and have been included in all new bids, investment opportunities and tenders.

In addition, our new online risk and compliance system, Enablon, was launched during 2012 which provides improved insights and analytics around our environmental, health and safety performance as well as promoting a much greater focus on lead indicators. Since July 2012 all Lend Lease projects, assets and offices report incidents and monitor compliance against the revised Global Minimum Requirements through this system.

The Group also undertakes stringent portfolio management to ensure that we have the right mix of projects, sector and risk exposure as well as a disciplined capital allocation and return framework. We will also continue to focus on project execution and conversion of our pipeline and portfolio management of the construction book.

The final area I want to mention regarding operational excellence is our approach to ensuring that we have appropriate management bench strength. We have made a significant investment in people this year and recently announced a restructure of the Australian business into two core areas of Construction & Infrastructure and Property. This structure will support the significant scale of the Australian region and its future growth.

A major differentiator for Lend Lease is our integrated business model which creates value for our clients and investors.

At Barangaroo South for example, we will leverage the Group's full capabilities across the property spectrum and earn multiple earnings streams including development fees, construction margin on several billion dollars of construction work, funds management fees on \$2 billion of capital, future asset management and property management fees and green utility fees as well as a return on Lend Lease's \$500 million equity commitment. This will provide significant operational leverage to Lend Lease's returns, provided we execute well.

The recent award of the Sunshine Coast University hospital PPP to a Lend Lease consortium is a great example of the potential of the integrated model in the Infrastructure space.

Lend Lease will earn a range of fees including structuring and financial advisory fees through Capella Capital, construction margin on the construction of the hospital and a return on Lend Lease's 50% equity investment, again provided we execute well.

Moving now to the highlights for the year. In Australia, Lend Lease has strengthened its position as a leading property and infrastructure group, continuing to deliver value through our integrated model. In line with our strategy, we are growing our pipeline of opportunities across target sectors and markets, while successfully delivering our existing project pipeline.

The Australian region generates over 60% of earnings and will continue to generate the majority of earnings over the next few years. The region had a strong year in 2012 with profit up 53%, reflecting higher contributions from the construction business that includes a full year of earnings from the infrastructure businesses.

The Chairman covered our financial results in detail so I would like to provide a brief update on trading conditions in our key segments.

During the year the Group made significant progress on our major development projects around Australia, commencing construction at Barangaroo South in Sydney and Showground Hill in Brisbane.

Difficult trading conditions continue in the communities business, as mentioned by the Chairman. However, Lend Lease has a strong carry forward of pre-sales heading into 2013. Settlements are expected to be higher in the 2013 financial year than in FY2012 but at lower average price points given projects are in affordable corridors.

In the apartments business, 2012 was a good year. Settlements are expected to be lower in FY13, however pre-sales are expected to be higher as new projects commence trading.

During the year, Lend Lease's project management & construction business combined with Abigroup, Baulderstone and Infrastructure Services to form the Construction & Infrastructure business in Australia.

The new businesses provide a tremendous platform for strategic growth in the growing engineering and infrastructure construction and services markets.

The Construction and Infrastructure business in Australia has backlog revenue of circa \$11 billion, securing a number of key contracts including the Adelaide Oval redevelopment, Cairns Base Hospital, the Southern Expressway duplication, Pacific Highway Tintenbar to Ewingsdale, Sunshine Coast University Hospital, the University of Sydney's Faculty of Engineering and Information Technology and Barangaroo South.

Turning to the offshore regions.

In Asia, our construction business is positioned to leverage from the positive outlook for growth in telco and pharmaceutical markets and we expect Japan to be a stronger contributor to earnings in 2013. In our development business we will continue to focus on successfully delivering the Jem™ mixed-use

development in Singapore, where the commercial tower is 100% leased and the retail leasing almost complete.

In the UK, our London urban regeneration projects are expected to contribute earnings as the market recovers. Our priorities are to progress key development opportunities at Elephant & Castle and the International Quarter, and pursue selected new development opportunities in London.

We will continue to rebuild our UK construction backlog in traditional property and social infrastructure sectors as the market recovers, and also explore the potential to leverage our capabilities into the UK economic infrastructure market.

In the Americas, we will concentrate on building and delivering our integrated service offering in our key markets such as healthcare and residential; and continue to provide the best places for the military's service men and women through our military housing and lodging program.

Looking forward, Lend Lease has established a target for outperformance based on achieving a sustainable Return on Equity of 15 per cent per annum. In 2012, we achieved a Return on Equity of 13.4 per cent, however excluding certain one-off items including the provisions for the New York investigations and the community portfolio writedowns it would have been 14.8 per cent and close to our Group target.

For the last few years Lend Lease's ROE has consistently been double digit and consistently 30 per cent above the median of the ASX100.

There are four key areas that will ensure that Lend Lease delivers a sustainable ROE over time in excess of our 15 per cent target.

Firstly, our focus on capital allocation is weighted to growth platforms in line with the Group strategy, including development, investment management and infrastructure. We will look to invest circa \$1 - \$1.5 billion over the next three years in appropriate opportunities.

Secondly, we will continue to align businesses and assets to the Group's optimal portfolio, which is expected to realise between \$1 and \$1.5 billion in capital across the next two to three years. This includes realising value from mature assets such as Bluewater and selling assets that are lower yielding and reinvesting the capital into higher returning investments.

The third key pathway for Lend Lease to achieve our ROE target is through operational excellence and reducing the Group's cost base. We are ensuring we have the best people and that they are supported through the right technology, processes and systems.

The final area of focus is executing the Group's project pipeline. We must secure the right projects at the right margin and convert these in a timely process. We now have an enviable pipeline of projects across our sectors and we are concentrating on delivering these effectively.

In closing, I would like to add to the Chairman's thanks to securityholders for your support over the past year. I would also acknowledge the hard work of Lend Lease employees globally as we deliver on our strategy to become the leading property and infrastructure group.

Important notice

This presentation has been prepared in good faith, but no representation or warranty, express or implied. is made as to the accuracy, adequacy or reliability of any statements, estimates, opinions or other information contained in the presentation (any of which may change without notice). To the maximum extent permitted by law, Lend Lease Corporation Limited, its related entities and their respective directors, officers, employees and agents disclaim all liability and responsibility (including without limitation any liability arising from fault or negligence) for any direct or indirect loss or damage which may be suffered through use or reliance on anything contained in or omitted from this presentation.

Each recipient should consult with, and rely solely upon, their own legal, tax, business and/or financial advisors in connection with any decision made in relation to the information contained in this presentation. Lend Lease Corporation Limited does not undertake any obligation to provide recipients with further information to update this presentation or to correct any inaccuracies.

Prospective financial information has been based on current expectations about future events and is, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in such prospective financial information. Statements of intent in relation to future events should not be taken to be a forecast or prediction that those events will occur. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected.

The Group's statutory results are prepared in accordance with International Financial Reporting Standards (IFRS). This presentation also includes certain non-IFRS measures in presenting the Group's operating results. The operating results are non-IFRS measures which are used by the Group to measure and assess performance and make decisions on the allocation of resources and include EBITDA and Operating Profit After Tax. Non-IFRS measures have not been subject to audit or review.

A reference to 2012 refers to the 2012 financial year unless otherwise stated and figures quoted for June 2012 are as reported in the FY12 financial results unless otherwise stated.

Presentation outline

1. Board of Directors 2. Chairman's Address 3. CEO's Address 4. Resolutions

Peter Goldmark

Gordon Edington

Phillip Colebatch

David Crawford, AO

Steve McCann

Colin Carter

Jane Hemstritch

Michael Ullmer

David Ryan, AO

Julie Hill

Land Lease

Lend Lease

und Lease

To be the leading
international property and E group

OUR VALUES Respect Integrity Innovation Collaboration Excellence Trust

Strong governance
culture

Lend Lease

Delivering our pipeline
and driving growth

Lend Lease

The integrated
model – property
& infrastructure

Business update
Australia

Business update
Offshore regions

Lend Lease

Benchmarking statutory
return on equity (ROE)

Comparison to median ASX100 returns

S&P/ASX100 and S&P/ASX100 (ex-resources) include constituents that reported comparable full or half year results for the period ending 30 June 2012 and the prior corresponding period. ROE calculated as last twelve months' statutory profit attributable to ordinary security holders / average ordinary equity over the period. Source CapitalIQ, company filings (as at 24 August 2012).