chairman’s script for annual general meeting of corporate ... · pdf...

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Corporate Travel Management Pty Ltd – Brisbane ABN: 52 005 000 895 Licence No.: 854

27A / 52 Charlotte Street, Brisbane QLD 4000 PO Box 12005 George Street, Brisbane QLD 4003

Telephone: +61 7 3211 2400 Facsimile: +61 7 3229 7522 www.travelctm.com

Chairman’s Script for Annual General Meeting of Corporate Travel Management Limited

ABN 52 005 000 895 Licence No. 854

Held at:

Location McCullough Robertson, Level 11/66 Eagle Street, Brisbane

Date Wednesday, 30 October 2013

Time 11:00am (Brisbane time)

Chairman Tony Bellas (Chairman)

Welcome

Good morning ladies and gentlemen. My name is Tony Bellas, and I am the Chairman of the

Company.

On behalf of the Board and staff of CTM, I would like to welcome those shareholders who have

made time to attend this annual general meeting.

As a courtesy to all shareholders and guests present, could I ask that all mobile phones be turned

off to avoid disruption to the meeting.

Quorum

As we have a quorum, I now declare the general meeting open at 11.00am.

[Quorum = 2 or more members present at the meeting (in person or by proxy) and entitled

to vote]

Registration

Can you please ensure you have pre-registered, even if you are not a shareholder, and have

obtained a registration card.

Introductions

I would like to introduce the Directors on the Company’s Board:

Mr Stephen Lonie, Non-Executive Director;

Mr Gregory Moynihan, Non-Executive Director; and

Mr Jamie Pherous, Founder and Managing Director.

We have an apology from Ms Claire Gray, Executive Director, who was unable to attend today.

I would also like to introduce:

Mr Stephen Fleming and Mrs Lyndall McCabe, our joint Company Secretaries. Stephen is

also our Chief Financial Officer.

Ms Laura Ruffles – our CEO of Australia and New Zealand.

We welcome Ms Sarah Nelson, representing PricewaterhouseCoopers, the Company’s auditor,

and we would also like to introduce Brett Heading from our legal advisory firm, McCullough

Robertson Lawyers who have kindly provided the venue for our AGM today.

Voting

Each security holder and proxy holder who signed in today would have picked up either a blue

voting card, a grey card or a white card.

If you are holding a blue voting card you may vote and ask questions. Those holding a grey card

may only ask questions and cannot vote. White cards are for visitors, who may not ask questions

or vote.

The blue voting card is to be used if a poll is required on any resolution. If required, we will

conduct the poll, on each resolution for which a poll is sought, at the end of the meeting. I will ask

Lyndall McCabe to explain the poll procedure if a poll is required.

Proxy Votes

Proxies have been received from 204 shareholders representing 45,360,957 Ordinary Shares,

being 57.97% of the Company’s issued share capital.

The proxies are available for inspection and the proxy results for each resolution will be shown on

the screen behind me.

Procedure for the meeting

Ordinary business

The first item of ordinary business is a presentation by the Managing Director, Jamie Pherous, on

the performance of the Company, including key strategic initiatives.

The second item of ordinary business is the tabling of the financial reports and the Directors’ and

Auditors’ Reports for the financial year ended 30 June 2013.

The third item of ordinary business is the consideration of the Remuneration Report.

The fourth item of ordinary business is the re-election of Directors. Under the Corporations Act and

the company’s constitution, certain Directors, other than the Managing Director, must retire at the

AGM and may offer themselves for re-election.

Special business

The first item of special business is the ratification and approval of the previous issue of shares in

the last 12 months, in accordance with Listing Rule 7.4, which were made under a share

placement and to the respective vendors of TravelCorp LLC and R&A Travel, Inc.

The second and final item of special business is the increase in the Directors’ fee pool to $600,000

per annum.

Shareholders will have the opportunity to comment and ask questions on each item of business.

It would be appreciated if you could please identify yourself and show your card (either blue or

grey) when asking a question.

Ordinary Business

Before handing over to our managing Director for his presentation, I would like to make a few

observations of my own about the company’s recent performance.

Clearly, the last couple of years have been challenging for all businesses across our economy.

Consumer sentiment has been in a low part of the cycle, the resources sector has been in a

disinvestment phase, general economic activity has been sluggish and the exchange rate has

continued to impact on export industries as well as those that compete against imports.

In this context, any company that is continuing to grow both revenues and profits is doing well. In

FY13, CTM again recorded double digit growth on both these metrics and is continuing to develop

a global footprint.

Our acquisitions in the US have performed extraordinarily well and we will continue to look for

opportunities to expand into new geographies to diversify risk and grow the business into new

markets. We have been quite selective about our offshore investments and we will continue to take

a prudent approach to this aspect of our growth strategy.

An important underpinning of our business has been our investment in market leading

technologies that have allowed us to offer superior products to our customers and, at the same

time, enabled us to improve productivity and lower costs.

In turn, this has allowed us to deliver dividends to our shareholders and grow the capital value of

our mutual investment in this company. The board and management team remain committed to the

goal of meeting or exceeding the expectations of our customers and our shareholders.

I now hand over to Jamie Pherous to provide the Managing Director’s presentation which will

include details on our achievements in 2013 and our key strategic initiatives moving forward.

Managing Director’s presentation

[Presentation given with reference to PowerPoint slides.]

Thank you Jamie.

Ladies and Gentlemen, we now move to the formal business of the meeting. As the notice of

meeting has been circulated, I propose to take it as read.

Financial statements and reports

The Corporations Act requires that the annual report of the Directors, the Auditor’s report and the

financial report be laid before the AGM.

Neither the Corporations Act nor CTM’s constitution requires a vote of shareholders at the AGM on

the financial statements and reports.

I now invite shareholders to comment or ask questions on the reports. Questions may also be

asked of the auditors in relation to the conduct of the audit, the content of the audit report,

accounting policies adopted by the company and the independence of the auditor in carrying out

the audit.

Are there any comments or questions?

[All questions to be referred to Mr Stephen Lonie as Chairman of the Audit Committee, or

PwC, as appropriate.]

I now move to the third item of ordinary business, adoption of the Company’s remuneration report.

Resolution 1

Directors’ remuneration report

Resolution 1 seeks approval, ‘That the Remuneration Report of the Directors for the

financial year ended 30 June 2013 be adopted.’

This resolution will be decided in accordance with section 250R of the Corporations Act. It should

be noted that the vote on this resolution is advisory only and does not bind the Directors or the

Company.

I now invite shareholders to comment or ask questions on the report.

Are there any comments or questions?

[All questions to be referred to Greg Moynihan as Chairman of the Remuneration

Committee.]

Before I put the motion, I will advise of the proxy votes that are eligible to be voted on this

resolution:

Proxies Received For Against Abstain Discretion

# of Votes cast 122 20 9 47

% of Votes able to be

cast

97.62% 0.63% - 1.75%

I will now put the motion to a show of hands.

I remind Key Management Personnel and their associated parties that voting exclusions apply to

this resolution under the Corporations Act and excluded parties should not vote.

Those in favour, please raise their blue card.

Those against, please raise their blue card.

I now declare the motion carried. We will now move to the re-election of Directors.

Resolution 2

Re-election of Stephen Lonie

Resolution 2 seeks approval, ‘That Mr Stephen Lonie, who retires by rotation under rule

19.3 of the Company’s constitution, and being eligible, be re-elected as a director of the

Company.’

Are there any questions or comments on this resolution?

Before I put the motion, I will advise of the proxy votes:




cast

99.5% 0.02% - 0.48%


Those in favour, please raise their blue cards.

Those against, please raise their blue cards.

I now declare the motion carried and congratulate Stephen on his re-election.

We now move to Resolution 3.

Resolution 3

Re-election of Greg Moynihan

Resolution 3 seeks approval, ‘That Mr Greg Moynihan, who retires by rotation under rule

19.3 of the Company’s constitution, and being eligible, be re-elected as a director of the

Company.’

Are there any questions or comments?





cast

99.51% 0.01% - 0.48%




I now declare the motion carried and congratulate Greg on his re-election.

We now move to the first item of special business and Resolution 4.

Special business

Resolution 4

Ratification and approval of previous issue of shares under placement

Resolution 4 seeks approval, ‘That for the purposes of Listing Rule 7.4 and for all other

purposes, approval be given for the previous issue of 2,439,024 shares at an issue price of

$4.10 per share, issued under a placement to sophisticated and institutional investors as

detailed in the Explanatory Memorandum attached to the Notice of Meeting.’






cast

99.27% 0.14% - 0.59%


Any votes cast by a person who participated in the issue and that person’s associates will be

disregarded for the purposes of this resolution.



I now declare the motion carried.


Resolution 5

Ratification and approval of previous issue of shares to TravelCorp LLC vendors


purposes, approval be given for the previous issue of 671,140 shares at an issue price of

$4.35 per share to the vendors of TravelCorp LLC as detailed in the Explanatory

Memorandum attached to the Notice of Meeting.’




# of Votes cast 132 13 10 49


cast

99.41% 0.10% - 0.49%








Resolution 6

Ratification and approval of previous issue of shares to R&A Travel, Inc vendors


purposes, approval be given for the previous issue of 140,061 shares at an issue price of

$4.38 per share to the vendors of R&A Travel, Inc as detailed in the Explanatory

Memorandum attached to the Notice of Meeting.’




# of Votes cast 131 13 10 50


cast

99.4% 0.11% - 0.50%







We now move to the final resolution, Resolution 7.

Resolution 7

Increase in Directors’ fee pool

Resolution 7 seeks approval ‘That in accordance with Listing Rule 10.17 and rule 19.5 of the

Company’s Constitution, the maximum aggregate remuneration payable out of the funds of

the Company to non-executive Directors of the Company for their services as Directors,

including their service on a committee of Directors, be increased by $200,000 from $400,000

to a maximum sum of $600,000 per annum to be split between the non-executive Directors

as they determine.’






cast

95.05% 3.99% - 0.96%


I remind Key Management Personnel and their associated parties that voting exclusions apply to

this resolution under the Corporations Act and excluded parties should not vote.




[Conduct poll (only if required)]

[As chairman, I have decided that resolution(s) – confirm relevant resolutions – be put to a

poll.]

[I now call on Lyndall McCabe, the company secretary, to outline the poll process.]

[Refer to Annexure for procedure.]

[Thank you Lyndall.]

[If there is no further business, please cast your votes. The poll papers will now be

collected and the votes counted.]

[The announcement of results of any Resolutions conducted by poll will be notified

to the ASX and put on the CTM website following the close of the meeting)

Further business

The members are invited to ask questions about or make comments on the management of the

Company and to raise any other business which may lawfully be brought before the meeting.

Closure

Before closing the meeting, I would like to thank our shareholders for supporting CTM and for

having faith in the Board and management team. I would also like to thank Jamie, his senior

management team and indeed all the staff of CTM for an outstanding performance over the past

year. Finally, I would like to thank my colleagues on the Board for their support, guidance and

diligence in the governance of the Company.

So, with those few final comments, there being no further business, I now declare the Annual

General Meeting closed at 11.45am.

Thank you all for your attendance and interest and we look forward to your continued support in

the coming year.

ANNEXURE

POLL PROCEDURES – Company Secretary

The chairman has declared that resolution(s) – confirm relevant resolutions – at today’s meeting

will be decided by poll.

Members will be asked to vote on resolution(s) – confirm relevant resolutions - and the poll papers

will be collected and counted. The votes will be counted and the results will be notified to the ASX

and put on the CTM website following the meeting.

The company’s auditors, PwC, will review the poll papers before a determination of the results is

made.

1. Shareholders and proxy holders would have received, on registration, a blue voting card that

provides for the holding of a poll on the resolution put to shareholders. You will need to

complete this card in order for your vote to be counted.

2. I will firstly refer to shareholders and then proxy holders.

3. First, shareholders:

a. if you wish to vote for the resolution please mark the FOR box;

b. if you wish to vote against, mark the AGAINST box.

4. If you are a proxy holder you must comply with the direction of the shareholder if you wish to

lodge a valid vote.

5. If a shareholder votes today in relation to a shareholding for which a proxy has already been

lodged, the earlier proxy will be revoked in favour of the new vote.

6. If you have any questions, please ask one of the company’s officers or share registry staff in

attendance before lodging your poll paper in the poll.

7. I will now pass back to Tony to continue the meeting.

chairman’s script for annual general meeting of corporate ... · pdf...

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