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Annual General Meeting16 November 2012
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Welcome
Introductions• Byram Johnston OAM ‐ Chairman
• Adrian Kloeden – Non‐Executive Director
• Peter Martin – Non‐Executive Director
• Earl Eddings – Managing Director
• Stephen Munday – Company Secretary and CFO
• Neil Pace – Moore Stephens
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Agenda
Approval of Remuneration Report
Re‐election of Adrian Kloeden• Fellow of AICD Masters Degree from London
school of business• Extensive Experience in Business Management• Chair of M&A committee & member of the
Remuneration and nominations committee
Approval of increase in NED remuneration poolFor
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Chairman’s AddressByram Johnston OAM
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Chairman’s Address
Australia’s largest independent risk management provider serving over 5,000 clients with over 400 risk professional across all the states of Australia and spreading into Asia.
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Chairman’s Address
FY 2012 Significant Change 1. Integrated the individual
businesses2. Rebranding into Greencap3. Grown the Asian Operations4. Strategic realignment & debt
reduction – restoring dividends
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Chairman’s Address
FY 2012 Performance
• Lower than last year• Importance of integrated service offering
• Bundling provides competitive advantage
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Chairman’s AddressFY 2013 and Beyond Q1 FY13 results were consistent with last year
Q2 FY13 challenging conditions due to the economic slowdown
2nd HALF FY13 Strong Pipeline, full year results similar to last year
As committed to at the last AGM ‐ Dividends are still planned at levels similar to last yearF
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Chairman’s AddressFY 2013 and beyond Continued focus on growth sectors: Resources Services to Resources Infrastructure Agribusiness Asia
Appointment of new NEDFor
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Annual General MeetingFormal Meeting Process
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Voting and Proxies
Voting• Passed by 50% of Shareholders & proxy holders entitled to vote
• Exclusion of KMP for resolution 1• Poll can be called voting slips will be issued
Proxies• Chairman will vote undirected proxies in favour of all resolutions
• Validly lodged with company by 10.00am 14 November 2011F
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FormalitiesApologiesQuorum presentNotice to be taken as read
Proxies54 shareholders representing 112,476,365 shares or 42.62% of our capital, including:• 6 Undirected proxies to the Chairman representing:
– Resolution 1 ‐ 731,344 shares– Resolution 2 ‐ 8,093,929 shares– Resolution 3 – 7,877,790 shareswill be voted in favour of the resolutions
• 2 Undirected proxies to other shareholders (who are not the chairman) representing 841,851 sharesF
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Minutes & Annual Reports
Minutes of last AGM• Available for shareholders to peruse
Annual Report to Shareholders• Tabling of the Financial Report, The Directors’ Report and the Auditor’s Report
• No need to vote
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Resolution 1
Remuneration Report ‐ Non‐Binding Resolution“To adopt the Remuneration Report as contained in the Company’s Annual Financial Report for the year ended 30 June 2012.”
Proxies• For the resolution 67,356,000 shares (including
731,344 shares at the chairman’s discretion)• Against the resolution 1,232,438 shares• Abstain from the resolution 34,485,131 shares• Non‐Chairman undirected 842,852 shares• KMP 8,559,945 shares disregarded
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Resolution 2
Resolution to Re‐elect a Director“That, Mr Adrian Kloeden, being a Director who retires by rotation in accordance with Clause 13.2 of the Constitution and Listing Rule 14.4 of the ASX Listing Rules, and being eligible and offering himself for re‐election, be re‐elected as a Director.”
Proxies• For the resolution 100,291,135 shares (including
8,093,929 shares at the chairman’s discretion)• Against the resolution 842,179 shares• Abstain from the resolution 10,500,000 shares• Non‐Chairman undirected 842,852 shares
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Resolution 3Resolution to increase the aggregate NED remuneration pool“That, for the purposes of Listing Rule 10.17 of the ASX Listing Rules and clause 13.8 of the Company’s Constitution and for all other purposes, approval is given for an increase in the maximum aggregate fees payable to non‐executive Directors of the Company from $250,000 to $370,000, such fees to be allocated to the Directors as the Board may determine.”
Proxies• For the resolution 73,306,637 shares (including
7,877,790 shares at the chairman’s discretion)• Against the resolution 38,163,877 shares• Abstain from the resolution 163,000 shares• Non‐Chairman undirected 842,852 shares
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Annual General MeetingFormal Meeting now completed
Mr Earl Eddings PresentationFor
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Mr Earl EddingsAnnual General Meeting 16 November 2012F
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Greencap
Australia’s largest independent risk management provider serving over 5,000 clients with over 400 risk professional across all the states of Australia and spreading into Asia.
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Greencap: Who We Are! 400 risk professional across the Asia Pacific Region
Australasia's largest independent risk management providers
Diversified products and services
Over 5000 clients across most industries, no client makes up more than 5% of revenue.
Geographical spread and breadth of services gives us competitive advantage to service national and multi‐national clients
Strong compliance drivers that make our services mandatory
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Our ExpertiseA wide range of complementary services
Environmental Services. Mining/Exploration Tenement Management| Cultural Heritage & Native Title Management | Environmental Management/Audit Systems | Environmental Impact Statements | Compliance, Licensing & Approvals | Contaminated Site Services | Waste/Waste Water Management | Flora & Fauna Investigation
Sustainability Services. Greenhouse Gas Management | Resource Efficiency Assessment |Sustainability Procurement (Life Cycle Analysis) | Sustainability Assessment & Program Development | Corporate Sustainability Reporting | Training & Communications.
Property Risk Management Services.Compliance & Risk Management Programs | Crisis/Emergency Management & Planning | Emergency Response Training |Warden, Evacuation Exercises | Cooling Tower Risk Management | Resource Efficiency Management | Corrosion Monitoring & Management F
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Our ExpertiseA wide range of complementary services
Web Based Solutions.Rm3 Risk Management System | Cm3 Contractor OHS Prequalification System | Trim Online Emergency Planning & Management System
Hazardous Materials Management.Risk Assessment | Abatement Programs | Hazardous Materials Management | Laboratory Analysis & Monitoring | Education, Communication, Induction & Training
Education & Training.Business Risk Management | Property Risk Management | Environmental Programs | Hazardous Materials Handling | Health & Safety Programs | Emergency Response Management | Online Solutions Training
Health & Safety Services.Management Systems & Strategy | Compliance & Audit Leadership / Cultural Change | Risk Assessment | Contractor Safety Management
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Current Geographic PresenceAustralia – 10 offices spanning 5 states and 2 territoriesSE Asia – 2 offices, 1 in Jakarta and 1 in Singapore
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Melbourne ‐ 101 Albury ‐ 2 Canberra ‐ 4 Wollongong ‐ 9 Sydney ‐ 78 Brisbane – 56 Mackay ‐ 1 Darwin ‐ 9 Perth ‐ 51 Adelaide ‐ 38 Jakarta ‐ 41 Singapore ‐ 1
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Asian Footprint
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Our Clients
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FY2011 FY2012
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Our Clients
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Highlights Dividend (fully franked) payments restored.
Core bank debt repaid from proceeds of sale of discontinued operations sold during financial year.
Integration of businesses completed, rebranding continues.
Asian operations expanding.
Resources sector work expanding.
Well positioned for future growth.
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Financial Performance
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Revenue from continuing operations has grown by 12% .
EBIT has declined by 16% .
Significant revenue growth driven by 3rd party services.
Net revenue growth did not cover increases in cost base.
Restructuring of the business has ensure the flexibility to adapt to the changing market conditions in the future.
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Financial Performance
Group’s financial position is strong.
Sale of discontinued operations enabled repayment of core debt.
NTA per share has increased from 0.3 to 4.6 cents this year.
Well positioned for growth & increased shareholder returns.
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Our People
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400 professional, technical and engineering staff.
A new management structure leading the group into a new phase of growth and development.
Training in core skills and greater accountability is driving greater focus on business development and adding value.
A team uniquely positioned to take advantage of the changing regulations which are driving consulting activity in its key areas of expertise –People, Property and Environmental risks. F
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Our Expertise
People
Property
Environment
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Our Projects
Greencap’s web based Contractor OHS Prequalification system Cm3 assists clients with managing current OHS legislative obligations by reviewing contractors OHS documentation to ensure it meets current requirements and managing the currency of contractors insurance documents.Cm3 is built with flexibility so it can be customised to meet client’s requirements.Cm3 has been used successfully in 3 instances to support clients in a potential contractor OHS Legislative compliance breach.Currently used by 23 clients including Westfield, Lend Lease, Stockland, Colliers International, Reliance Petroleum, AGL and Rocla and in the implementation stage with many large Australian companies.There are approximately 4000 contractors registered with Cm3.Cm3 appears to be the premier web based Contractor Management system. In September the introduction of Cm3 into New Zealand will commence.
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Health & Environmental Baseline Study for DPM in Indonesia Greencap were commissioned by PT Dairi Prima Mineral (DPM), a mining company, to manage a health and environmental baseline study for the opening of a Zinc mine in the Dairi Regency, North Sumatra Province.
The survey will measure the baseline conditions to ensure the mines operations have no lasting effect on the environment and people residing in or near the location of the mine.
This study will include a Food and Nutrition Survey to better understand the access to food, food intake, and health and nutritional status and environmental conditions of the host communities.
Our ProjectsEnvironment 33
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Providing a range of environmental services to Fortescue
Fortescue Metals Group's (FMG) Chichester Hub produces an incredible 55 million tonnes per annum, and are currently undergoing expansion to a target of 95 million tonnes in 2013.
Greencap's involvement in the mine began in 2010 undertaking baseline flora, vegetation and fauna studies to support environmental impact assessments.
Ongoing support to FMG’s environmental team to facilitate their environmental approvals over a number of years, including botanists and zoologists with an overwhelming history of expertise in the Pilbara.
Greencap's invaluable experience in the Pilbara lead to efficiencies in survey techniques providing Fortescue a cost and time saving without compromising the high‐quality outcomes expected by the state regulators.
Our ProjectsEnvironment 34
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Preparation of EIS and other supporting information for a Queensland based mining exploration companyProject Management of EIS report.
After report was lodged with state government Greencap received excellent client feedback and initial strong government support.
Project management of cultural heritage and native title risks including preparation of management plans.
Ongoing management of tenement administration.
Supporting information used for the client’s Bankable Feasibility study and port allocation plans
Our ProjectsEnvironment 35
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SOX Reporting and environmental review across Landmark’s Australian sitesReview of 42 sites located across Australia. Established a strong Project Governance capability to build a coordinated and effective management plan to deliver the environmental management program.Dashboard reporting enabled the client to provide regular updates to its US Parent showing the progress of works and provide preliminary assessments. The client appreciated the project been managed by Greencap’s Senior Executives given the sensitive nature of the works.Project completed under budget and well within expected timeframes by maximising our internal and external resources.The client saved around 15% off the initial budget allocation.
Our ProjectsEnvironment 36
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Project Management of H2ome Smart project The H2ome Smart project aims to help households in WA reduce their water use and encourage water efficiency.
Greencap project managed a large number of contractors to deliver the project across two key regions of WA, Perth and Northwest WA.
Over 18,000 households have been recruited to the program across two regions resulting in 12% residential customer water savings.
Innovative solutions provided to help the client reach their target included:
An revised approach to reengagement of households.
Introduction of per person water use indicator when customers.
The addition of a new smart metering infrastructure trial at no extra cost to the client.
Our ProjectsEnvironment 37
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Strategy & Future Growth
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We see uneven trading conditions across Australia , there is continued strong regulatory drivers for our services.
Our first quarter results are consistent with last year
Challenging times in the second quarter
Strong pipeline of work for second half therefore full year result will be broadly consistent with last year’s result.
Anticipated earnings will support continuation of our dividend policy
Our Primary Growth Strategies remain:
National Key Accounts‐multi region/multi – disciplinary projects.
Integrated business development and service delivery model.
Continue diversification strategy by enhancing and increasing our national and international footprint.
Increasing annuity revenue streams through cross – selling.
Investment in our Online Platforms
Exploiting group synergies.
Rigorous cash and debtor management
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GreencapProtecting people, property and environments
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