1 November 2024
Market Announcements Office
ASX Limited
Exchange Centre
20 Bridge Street
SYDNEY NSW 2000
Dear Sir
2024 AGM Addresses to Shareholders
The Company will address shareholders today at its Annual General Meeting which will be held at the Hilton Sydney, Level 4, 488 George Street, Sydney, NSW and virtually at 10am.
Attached is a copy of the Chair's address, Managing Director & CEO's address and AGM presentation.
This announcement is authorised by a committee of the Board.
All queries in relation to this announcement should be directed to Shalome Ruiter, EGM Investor Relations and ESG (ShalomeR@steadfast.com.auor 0404 811 847).
Yours faithfully
Duncan Ramsay
Company Secretary
Steadfast Group Limited
ABN: 98 073 659 677
Level 4, 99 Bathurst Street, Sydney NSW 2000
PO Box A980, South Sydney NSW 1235
T +61 (02) 9495 6500 W steadfast.com.au
2024 AGM Chair's Address
Good morning, everyone
On behalf of my fellow Board Directors, I am pleased to report another record underlying net profit after tax (NPAT) for the year ended 30 June 2024, making it the 11th consecutive increase since listing in 2013.
The Group has continued its track record of strong performance since listing in 2013 and as a result shareholders have experienced consistent growth in fully franked dividends and an increase in the share price from $1.15 to $5.50 as at close of business last night. The market capitalisation of the Steadfast is now approximately $6 billion compared to $535 million immediately after listing.
FY24 Results
In summary, for the year ended 30 June 2024 the Group delivered a 21.8% increase in underlying NPAT to $252.2 million and underlying earnings per share increased by 16.2% to
23.4 cents per share. Statutory NPAT, which includes non-trading items, was $228.0 million compared with $189.2 million for FY23. Details of the non-trading items are included in the Directors' Report on page 46 of the 2024 Annual Report.
The Board paid on 24 September 2024 a fully franked final dividend of 10.35 cents per share (cps). Total dividends for FY24 were 17.1 cps fully franked, up 14.0% on FY23 and representing a payout ratio of 75% underlying net profit after tax.
Capital management
The Group continues to adopt a conservative approach to capital management to support its growth by acquisition. At 30 June 2024, the Group gearing ratio was 20.2% (excluding premium funding) which is well within the Board-mandated Group maximum gearing ratio of 30%. We consider a low level of gearing is sensible given inflation and current uncertainties around the world.
During FY24, Steadfast Group continued its disciplined approach to acquiring broker and underwriting agency businesses, completing 48 earnings accretive investments for a total outlay of $457.8 million, including the acquisition of ISU Group, a network of independent agencies in the United States of America, and the underwriting agency, Sure Insurance.
We are on track to complete $300 million of acquisitions in Australia and internationally in FY25, all funded by debt and free cash flow. We are mindful of the potential impact on Steadfast's strategy if the Treasury Laws Amendment (Mergers and Acquisitions) Bill 2024 ("M&A Bill") which the Federal Government has recently introduced into Parliament is legislated. We will continue to work constructively with the ACCC on future acquisitions in Australia.
Governance
Steadfast Group is committed to strong and effective corporate governance that is underpinned by our ethical and responsible culture.
I am proud to say that despite misleading recent media reports, Steadfast has a demonstrated record of leadership in Australian financial services governance and getting better outcomes for customers.
Recent examples include
- Steadfast was supportive of the 2019 Hayne Royal Commission recommendations to improve client outcomes and using fairness as a guiding principle. These recommendations align with Steadfast's ethos, offering and processes, including
Steadfast's market-leading policy wordings, triage and the Steadfast Client Trading Platform that supports strong client outcomes with non-volume-based remuneration and fixed commission rates for all products.
In anticipation of the Hayne Royal Commission outcome for insurance brokers, in 2020 Steadfast relinquished volume-based incentives paid by our insurer partners.
- In 2021, Steadfast acquired Goldseal to further strengthen Steadfast's capabilities in compliance, training, customer experience and HR management within our Compliance and Customer Experience division.
- Steadfast's Broker Code of Conduct was strengthened in 2021 and focuses on reasonable customer expectations in terms of transparency, delivery of product and appropriate advice.
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In late 2021, Steadfast began a review of strata insurance practices in Australia which was a rapidly growing class of insurance business as a result of the rising popularity and development of multi-owner properties across the country.
The rise in the need for strata insurance has increased competition for business, especially among insurance brokers, insurers through their appointed underwriting agencies and strata managers. Steadfast identified a number of concerns: - strata managers commonly receive rebates of broker commissions and simultaneously brokers often charge fees to owners' corporations: both of these practices can be confusing and controversial
- there was a need for improved transparency of remuneration between the brokers and strata managers and the owners' corporation committees
- affordability and availability of strata insurance were problematic for some segments of the strata insurance industry
By early 2022, being conscious of these concerns, Steadfast engaged John Trowbridge, the well-respected actuary and consultant, to undertake an independent review of strata insurance practices.
- Following the release of the Trowbridge fifth and final strata review report in June 2023, Steadfast immediately began an internal review in accordance with Trowbridge recommendations and commenced implementing many of the recommendations.
- With full support from Steadfast, the Trowbridge Reports were made available to Federal, State and Territory Governments and to regulators.
- The NSW Minister for Better Regulation and Fair Trading has already acted on issues raised by the Trowbridge Reports and after undertaking a review, including industry consultation, arranged the Strata Managing Agents Legislation Amendment Act 2024 to improve disclosures to owners' corporations. Steadfast fully supported this process and the legislation.
From an industry point view, Steadfast continues to contribute to and adhere to the corporate governance principles as set out by the ASX Corporate Governance Council. Details of our governance and risk management frameworks are available on our investor website.
Internal operational review of Steadfast's strata subsidiaries
In response to the media reporting on 9 September 2024, Steadfast Group issued a statement to the ASX on 9 September 2024 and our Managing Director & CEO, Robert Kelly and General Counsel, Chris Sargent also attended a Senate Select Committee hearing on the Impact of Climate Risk on Insurance Premiums and Availability on 9 October 2024, both of which included responses to the misleading nature of many of the material allegations.
Following the release on 9 September 2024, the Steadfast Board requested a detailed internal review of existing customer protocols in Steadfast Subsidiary businesses with significant strata insurance portfolios. The ongoing review is led by senior Group executives who are relatively new to Steadfast and therefore bring a fresh perspective and includes an external consultant.
The objectives of the review includes:
- Confirm or establish appropriate disclosure of related entities per transaction
- Confirm appropriateness of any existing client partnership models
- Analysis of risk and compliance culture, including Executive engagement
- Appropriateness of internal processes and procedures to ensure consistent compliance with policies and procedures
- Review of preferred supplier panels for potential conflicts of interest
- Review of Steadfast Network Membership agreement to assess if any conditions require upgrading
To date we have not found any:
- Evidence of channeling of incentives between Steadfast related entities
- Evidence of deliberate actions or inactions relating to non - compliance with regulatory or legislative obligations
Actions underway include:
- Updating Steadfast Minimum Standards taking into account the context of the Independent Review of Strata Insurance Practices and associated recommendations in the Strata Community Association Best Practice Strata Insurance Disclosure Guide
- Simplifying fee and commission disclosures to meet reasonable community and customer expectations
- Developing a comprehensive Group Conflicts of Interest Policy and Framework separate from the Group Code of Conduct review and Subsidiary CEO Delegated Authority
- Expanding of Steadfast's internal audit and governance functions
Due to the perceived conflict of Steadfast Group's 2.1% shareholding in Johns Lyng Group (JLG) and Robert Kelly's JLG Board position, Steadfast divested its 2.1% shareholding in JLG and Robert Kelly did not offer himself for re-election to the JLG Board.
Executive remuneration
This year, the Board undertook independent benchmarking of senior executives' remuneration against our peer group which has changed as Steadfast moved from the ASX 200 index to the ASX 100 index. The independent report noted some of our senior executives' packages needed to be adjusted as they did not meet our remuneration policy
objectives, in particular the fixed remuneration of the CEO & Managing Director which was well below the Group policy of keeping its senior executive at close to the 75th percentile
Our remuneration policy takes into account individual performance, market conditions, retention of our quality team, global competition for key staff and encouragement to continue to outperform without increasing the risk profile of the Group. Our short-term and long-term incentives are aligned to the growth in shareholder value and hurdle metrics are reviewed and determined annually.
Succession planning
The Board is very conscious of the need for an orderly transition of the Managing Director & CEO and me, your Chair. Steadfast has in the past two years made new appointments to both the Board of Directors and the executive management team which have created a wider pool of candidates for succession from within the Group. Pleasingly Steadfast's success has enabled it to hire a number of young high calibre executives who bring additional skills to the Group.
On 15 November 2023, we welcomed Andrew Bloore to the Steadfast Group Board, and he is standing for election this year. Andrew who is an experienced ASX director has over 35 years working in the Australian superannuation administration, insurance and technology sectors.
Thank you
On behalf of the Board, I would like to thank our highly experienced and hard-working Managing Director & CEO, Robert Kelly AM, and the Steadfast team for delivering another record result for our shareholders as well as continuing to provide quality products and services to our Network brokers and other stakeholders, its leadership for industry change to help ensure fair and better outcomes for customers and its proactive approach to the response to recent media allegations.
Our continuing growth would not have been possible without our Steadfast Network brokers, Steadfast Underwriting Agencies, our complementary businesses and the loyalty of their clients.
In line with our succession planning and after 11 years as a Non-executive Director, the Board announces that David Liddy AM retired from the Steadfast Board on 31 October 2024. Unfortunately, David cannot be here with us in person, however, on behalf of the Board and Management, I would like to extend my sincere appreciation to David for his significant contribution to the Board as Deputy Chair and the success of Steadfast Group since the ASX listing in 2013. His banking, finance and listed company CEO experience has been invaluable.
I extend my gratitude to my fellow Board Directors who continue to be focused on driving increased shareholder value, challenging and supporting the Steadfast team and continuous improvements in risk management and governance.
Finally, the Board and Management appreciates the enormous support it receives from its shareholders, particularly in providing additional capital to grow revenue and profits.
I will now hand over to Robert Kelly to provide his address including an update on the unaudited FY25 Q1 NPAT, the outlook for the full year and details of the NSW Strata Legislation and M&A Bill recently introduced into Federal Parliament.
Thank you.
2024 AGM Managing Director & CEO's Address
I am pleased to report that FY24 continues our year-on-year record of accretive growth since listing in August 2013. In FY24, Steadfast delivered an underlying revenue increase of 18.9% to $1.7 billion and underlying earnings before interest, tax and amortisation (EBITA) increase of 22.7% to $528.5 million.
These results are the consequence of our continued strategic execution of our proven business model, the depth and strength of our executive team, strong trading performance of our equity owned businesses, accretive acquisitions, continued pricing increases by insurers and our focus on organic growth within our businesses. Our strong track record clearly demonstrates the success of our business model we developed in 2012.
Steadfast Australasian Broking
In FY24, Steadfast Australasian Network brokers' gross written premium (GWP) grew by 12.1% to $13.0 billion. Once again, this growth was driven by increased sales volumes over the year and premium rate increases by our strategic partners, as they strive for acceptable returns on the capital they deploy.
Organic and strong acquisition growth resulted in excellent underlying EBITA growth of 19.6% from our equity brokers, reflecting reliable and outstanding performance.
We now have 418 brokerages in the Steadfast Networks in Australasia, with 318 in Australia, 69 in New Zealand and 31 in Singapore. Steadfast Group has equity holdings in 68 of the 418 brokerages in the Steadfast Australasian Networks. Steadfast's equity brokers contribute approximately 50% of total network sales.
International expansion strategy
Our strategy of expanding our business outside Australiasia is gaining momentum, albeit on a careful and considered approach.
We commenced our international expansion strategy in 2017 with the acquisition of the UnisonSteadfast Network which has now grown to 294 brokerages across 110 countries. Steadfast owns 60% of UnisonSteadfast.
In October 2023, Steadfast acquired 100% of ISU Group, a network of independent agencies in the United States of America, established in 1979. At 30 June it had 228 members located across 40 states, generating US$7 billion of insurance sales. Pleasingly, ISU Steadfast exceeded the budgeted FY24 profit projected at the time of purchase.
In August this year, we launched the ISU Steadfast brand and website.
Steadfast's International division, led by CEO Samantha Hollman, continues to focus on the development of the network capability in ISU Steadfast and the potential for some small acquisitions whilst we gain a comprehensive understanding of the intricacies of the market.
ISU Steadfast is in the unique position that most other agency networks in the US are owned by private equity and are in for the short term, rather than long term sustained growth that our business model is known for.
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Since acquiring ISU Steadfast, we have seen the number of members increase with net increase of 13 new members joining the network in the last 12 months, compared with 220 members at the time of acquisition. Our expansion into the US market presents us with the opportunity to deliver our strategy and unique business model to a market 12.5 times the size of Australia.
We are also looking at opportunities to expand our small London office as the demands for placement of business into the Lloyd's market from our expanding network have increased rapidly over the past few years.
Steadfast Technologies
In FY24, $1.4 billion of GWP was transacted on the Steadfast Client Trading Platform (SCTP). This is an increase of 20% from FY23.
Steadfast Technologies provides our Australasian Network brokers with market leading solutions resulting in excellent outcomes for their clients. Brokers continue to be attracted to the efficiency, the ease of obtaining the best terms and tailored policy wording and the wide market access to insurers that the SCTP platform delivers. In addition, we provide an extensive range of products, which are market leading, aimed to produce more certainty at the time of a claim. To protect the insurance consumer, each insurer pays the same commission on each insurance class.
Steadfast continually improves the product offering on the SCTP. This year we added additional insurers to private motor, home, landlords, residential strata and fleet.
Currently 219 brokers use our INSIGHT platform, with over 7,100 users. Our INSIGHT migration program continues, with the Steadfast team supporting the migration of brokers to INSIGHT. There are currently an additional 11 brokers have committed to migrate and the team is in ongoing discussions with another 15 brokers.
Steadfast Underwriting Agencies
Steadfast Underwriting Agencies continued to produce a strong result with sustained organic growth, generating $2.3 billion in FY24 of GWP, a 13.4% uplift over FY23.
GWP growth from increased volume and continued increases in premiums by insurers has led to underlying EBITA growth of 18.9%. During the year, Steadfast continued its investment in anticipation of the changes in the regulatory environment for underwriting agencies effective from 1 July 2025, via CPS230 obligations.
We currently have 29 specialist agencies offering over 100 niche products to the entire market; over 45% of our sales are due to our competitors using our underwriting agencies. All 29 underwriting agencies are available to the entire market. None are exclusive for Steadfast use.
Steadfast and the media
I now wish to address the recent media reports in which Steadfast's operating structure was misleadingly portrayed in a number of areas.
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Without going into chapter and verse, the cutting and editing was not an accurate view of how we operate, now for nearly three decades in the Australian insurance industry. Steadfast brokers have and always will operate in a transparent way to get the best terms and conditions for their clients.
However, there is always something to be gained on any journey you take in your business life and this crossroad of events allowed us to reflect, review and opened up opportunities for clarification.
I am grateful for the Chair of the ACCC in entering into meaningful interactions between Steadfast and the ACCC. This allows the facts of how we operate to be transparent with the ACCC.
Further, it made me realise that the insurance industry has been slow in educating the public, regulators and Government instrumentalities on the invaluable role of brokers in getting a fair outcome for their clients.
As a result of the media attention, I was requested to attend the Senate Select Committee hearing on the Impact of Climate Risk on Insurance Premiums and Availability on 9 October 2024, in Parliament House, Canberra, covering the topics of the pricing impact of climate change events on insurance and its inflationary effect on base product pricing as well as clarification of a number of matters raised in the recent media reports.
I am thankful for the questions raised by the Senators and our ability to put forward the exact process of pricing so that words like "gouging" would not be necessary in describing the need for base price increases.
The Trowbridge Report
Steadfast continues to support a competitive, transparent and fair market place. Steadfast decided in early 2022 to appoint John Trowbridge to do an independent review of strata insurance, in particular, the transparency between brokers, strata managers and owners' corporations on remuneration. His fifth and final report was delivered in June 2023.
I am often asked what Steadfast did about the implications contained within the reports of some opaque structures in some of the strata assets we own.
For the record, I can confirm we increased clarity on who gets what in the remuneration process and any perceived conflict of interest that may exist in a Steadfast Company doing business with another Steadfast Company.
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Australian strata insurance
The Senate hearing also gave me the opportunity to publicly display the following facts about strata insurance in the Australian market. The Australian strata count of the number of registered strata schemes shows:
- 69.5% of all strata plans in Australia are insured by non-Steadfast underwriting agencies; and
- 86% of intermediated strata in Australia is placed by non-Steadfast equity brokers.
These statistics clearly show Steadfast's position in strata insurance in Australia. As can be seen, this is a highly competitive market. All of our brokers and underwriting agencies compete for business often against each other. In NSW, brokers are required by law to obtain a minimum of three quotes. Pricing and policy terms are determined by insurers through their appointed underwriting agents.
In FY24, strata accounted for 9% of Steadfast Network's GWP. Of which this was split between Steadfast equity brokers who accounted for 6%, and Steadfast Network non-equity brokers who accounted for 3% of the Steadfast Network's GWP.
Steadfast Australian equity brokers GWP
Further we conducted an analysis of Steadfast equity brokers GWP compared against the APRA insurance data. The results are detailed on the chart on slide 18 and indicates that across all general insurance lines Steadfast equity brokers do not place more than 10% of GWP of any APRA general insurance class.
Regulatory update
The two main potential regulatory impacts for Steadfast are:
First, NSW State Government's Strata Managing Agents Legislation Amendment Act 2024. This clarifies when a strata manager must inform the owners' corporation committee of any remuneration they receive for any services they arrange on behalf of a strata plan.
One would hope that legislation such as this which keeps the consumer informed will probably move around the other states and territories as they see its efficiency and transparency.
The Federal Government's Treasury Laws Amendment (Mergers and Acquisitions Reform) Bill 2024. The Bill, if passed, will align Australia with other international jurisdictions and will provide timelines for ACCC approval on mergers and acquisitions by making it transparent to advise of various levels of acquisitions. We continue to work with the ACCC on the impact of the legislation.
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Strong start to FY25
I am pleased to advise the first quarter of FY25 has been strong and in line with our budget:
- First quarter FY25 unaudited underlying revenue is 14.0% up from the first quarter 2024
- First quarter FY25 unaudited underlying EBITA is 18.0% up from the first quarter 2024
- First quarter FY25 unaudited underlying NPAT is 23.3% up from first quarter 2024
Our vision is to continually grow shareholder value by running and owning market leading broker networks and underwriting agency groups in our chosen geographies.
Steadfast Group is well positioned to continue its execution of its disciplined strategy, producing reliable organic and acquisition growth in Australia and International markets. This, together with the benefit of acquisitions made in FY24 and other initiatives, enables Steadfast to reaffirm the FY25 guidance of:
- underlying EBITA of between $590 million and $600 million.
- underlying NPAT of between $290 million and $300 million.
- underlying NPATA of between $340 million and $350 million.
- underlying diluted EPS (NPAT) growth of 12% to 16%.
Key assumptions underpinning this guidance have been detailed within the 2024 Annual Report on pages 50 - 51.
Thank you
Again, a special thank you to our employees, Board Directors, Network brokers, underwriting agencies, our complementary businesses, clients and strategic partners for contributing to our FY24 results.
Lastly thank you to all our shareholders for their ongoing support. We look forward to continuing to work with all our stakeholders to maintain our strong track record.
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Disclaimer
Steadfast Group Ltd. published this content on November 05, 2024, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on November 05, 2024 at 04:02:09.116.