JSE Limited (JSE) Earnings Call Transcript

Warm welcome, ladies and gentlemen. My name is Phuthuma Nhleko, Chairman of the JSE. I'm joined on the podium by our Group CEO, Dr. Leila Fourie. Other members of our Board are also present. We have several guests joining us today from the media. So welcome to all of you. This is the 19th Annual General Meeting of the shareholders of the JSE, and the second AGM that's, I have the privilege of chairing since my appointment to this role in 2022. The Annual Meeting of Shareholders provides an opportunity to reflect on the progress made and to look forward to the future strategies and initiatives planned by the Board and executive management. This engagement with shareholders is an important part of our stewardship, obligations and the JSE Board is mindful of these responsibilities. Although this is the 19th AGM of the JSE as an incorporated company, the roots and history of the JSE stretched back 136 years to the earliest days of the mining boom in South Africa. As a member-owned organization, those annual general meetings took a slightly different format but we are an equally important -- there were an equally important element in the life of the. So despite the sophisticated meeting technology, today's AGM still has, in many respects, resonance with the past and is another milestone in the JSE's long history. There are, of course, a number of companies listed on the today that trace the routes to those early days, a testament to their resilience and to the strength of our capital markets. Many of these joint organizations, as you're all aware, have become, in many respects, essential parts of South African business over century and some going into global champions and merging into large international businesses. The JSE is part -- it plays its part in facilitating this evolution with many companies listing to raise capital to enable international growth. There are a few emerging markets that can do the same. We should want South Africa to continue to produce these global giants, which it can with the right environment and the right policies. This requires legislative and regulatory certainty and trust in the benefits of business and government, respectively. With the right political will and the ongoing commitment of business, South Africa can regain its reputation as an investment destination of choice with associated positive consequences, for economic growth and employment. So this benefits all the way around. However, in creating the ideal environment for economic growth, this cannot be done or be solely the responsibility of the JSE. It requires a multifaceted approach with business, government and regulators collaborating closely to develop a vibrant investment culture. There are several ways in which this goal can be achieved. One initiative would be to create investment products that enable retailers, investors to easily invest in domestically focused small and medium cap funds. Pension funds reform is another option. Government could easily consider policy changes that provide capital gains and dividend tax relief for individuals. All these initiatives taken together, they could contribute to developing an ecosystem that encourages active retail participation in the markets. It's all intertwined. This would, in turn, provide encouragement for small and medium-sized businesses to list, thereby creating the flywheel for the growth for the country. If we need any encouragement, there are many excellent examples of success of this collaborative approach, particularly in the European markets, probably Denmark and Sweden are the most recent examples of that success of a conducive ecosystem. Of course, exchanges need to play the important role in this evolution. The JSE has embarked on a process to radically simplify its listing requirements and is considering a proposal to segment the main Board to provide relief for smaller cap companies that are not included on the JSE/FTSE All Share Index. We're not alone in these efforts, with exchanges in many jurisdictions making similar adjustments to encourage access to their markets. I am, therefore, quite hopeful that in a post South African election world, we can redouble our efforts and work closely with government and regulators to reinvigorate our local markets to enable the growth and development that we also desperately need in this country. In my remarks at the last AGM, I touched on the strategy of the many wars, the way in Ukraine and the consequential disruption to global supply chains and how that was accelerating inflation and exacerbating the cost of the living crisis. More recently, of course, we are all very much aware of the tragedy and the ongoing crisis in the seemingly intractable conflict in the Middle East with the entire population that has now been displaced in Gaza with very tragic consequences. These conflicts all extract a heavy price in social upheaval and up-end economic progress. Not to mention the years of reconstruction efforts that will desperately be required after piece returns. So while global geopolitical impact our markets, we cannot direct or influence these events. Instead, our role as the Board is to ensure that management strategies are sound and are executed well, and that we strengthen our core operations and enhance our resilience as an operator of financial markets in South Africa. These actions are collectively focused on ensuring that business is well positioned for growth. So in our vision, 2026, our strategy sets out clearly the objective to drive sustainable, high-quality earnings over time. We've already made some important strides to diversify our revenues. Over the past 4 years, we have reduced our reliance on equity trading and increased the proportion of nontrading revenue from 29% in 2019 to 37% of total operating income in 2023. Management is also focused on building the foundations of our market data business, with the aim of growing that revenue of this particular segment in 2024. Together, with a commitment to our inorganic growth strategy, I'm confident that we will realize the goals of Vision 2026. So in returning really to the governance matches have been giving you that context and background. I should advise you that earlier this year Nlitha Fakude from the Board, having served for a 6-year term as an Independent Nonexecutive Director. [indiscernible] , our group RemCo, a role she navigated with consumed skill. She has made a very significant contribution to the JSE's affairs during a tenure and the Board are very grateful for her service. As part of the planned succession process, Faith Khanyile sitting on my left there, joined the group RemCo at the beginning of 2023 and succeeded Nolitha as RemCo Chairman in January this year. Directors retire by rotation at each AGM, Ian Kirk, Faith Khanyile and Zarina Bassa; all independent nonexecutive directors are obliged to retire by rotation at this meeting. All 3 are eligible for reelection and are therefore standing for reappointment to the Board. The Board is well placed, well balanced and diversified with an appropriate mix of skills, experience and tenure. In any organization, it is the leaders and the staff that shape its success through their passion, energy and efforts. Leila sitting right here next to me, has championed a new growth strategy throughout her tenure and has demonstrated a very strong commitment to diversifying the JSE's earnings. I'd really like to acknowledge Leila's efforts and the service -- and her service to the JSE up CEO as well as the leadership teams and all our staff, it's really your commitment that has made a remarkable difference and makes the JSE, the special institution that it is. Really on that note, I'd now like to turn to the administrative formalities of the AGM. We should have our agenda reflected on the screen there. I trust everybody here, including those that are online, have viewed the agenda. And they can also access a copy of the agenda in the AGM notice, and the reports, of course, are tabled at this meeting as well as on the group website. So I think in going through very briefly through the agenda for today. Once we have dealt with administrative matters, I will table our financial statements and reports as required in terms of the Companies Agenda Item 2. I will then thereafter present the AGM resolutions under Agenda Item 3. And the shareholders will have the opportunity to ask questions, to be clear, specifically relating to the AGM resolutions only. And we will address those questions before voting on the resolutions. Our scrutineers will then confirm the results of the voting. Thereafter, we'll move to Agenda Item 4 and our group CEO will offer her reflections on the year as well as on the JSE's future strategies and initiatives. Following Leila's address, you may then have questions to ask on the JSE strategy, its business or its operations or perhaps even policy matters on the health of our capital markets. We, of course, welcome these questions from shareholders and from guests and we'll defer those questions to the Q&A -- to the open Q&A session Agenda Item 4. So coming back really to the etiquettes of the AGM and how we'll conduct that. It is, first of all -- this is an AGM conducted in person, needless to say. And it has also been live streamed to enable the widest possible participation by shareholders. This electronic participation is permitted by the Companies Act of 2008, the JSE listing requirements, and the JSE's memorandum of incorporation. Throughout the meeting, the relevant information will be presented on the screen. And there will be 4 ways in which you can ask questions. First, for shareholders and guests that are present here today, please raise your hand, and I'll call you to address the meeting. Second way is for the online participants, please click the Raise Your Hand Icon, once you have been identified by our meeting convenor, your microphone will be unmuted and you will be able to ask questions and engage with online participants and with us here, obviously, present at the JSE. Online participants may instead wish to submit questions or comments via the chatbox using the Q&A icon at the bottom of your Zoom screen. So if you use that method, please tap your name, organization and question. and clicks and, needless to say. Your question will be published and answered during the course of the meeting. Finally, the fourth method or alternative is you can e-mail your questions to our Investor Relations team at jsegroupagm@jse.co.za. The AGM is an important opportunity to engage with our shareholders. And of course, we are keen to hear your questions and comments. I trust that the manner in which this AGM is structured and the 4 ways, which I've outlined, will enable you to pose questions and comments, and will provide appropriate effective access to the JSE Board. A word of thanks for you who have already engaged with us in the lead up to the AGM, I think that really [indiscernible] . And please note that only shareholders reflected in the share register and in possession of the necessary letter of representation or a person holding a valid proxy, which has been filed as required, are entitled to speak and vote at the meeting. Visitors and guests are welcome to post questions in the open Q&A session later in the meeting. The notice convening this AGM, including the agenda, was posted on the 28th of March 2023 in compliance with the prescribed period for a notice of meeting. We also provide a free service to shareholder JSE -- to shareholders of JSE Limited, all company communications, including the AGM materials, are available on ShareHub, our electrical portal. If you haven't registered yet, you can get access on ShaeHub, it's www.sharehub.co.za. So I propose that the notice of the AGM and the agenda taken as read. Shareholders represented here today may wish to propose additional items for inclusion on the agenda. I mean, if you wish to do that, please raise your hand now to address the meeting if you'd like to propose additional items. We don't mind you prolonging the meeting, so I can do it. So no additional items? Let's get to the quorum. The quorum requirements for this meeting are prescribed by Memorandum of Incorporation and the Companies Act, at least 3 members entitled to vote must be present in person or represented either by proxy or letter of representation. And at least 25% of shares in issue must be represented. Our scrutineer has confirmed that those conditions have been met and that a quorum of shareholders is present, or represented at this meeting. So accordingly, I declare the meeting properly constituted. The JSE has appointed The Meetings Specialist (Pty) Limited and specifically Mr. Izzy van Schoor as the scrutineer to manage the poll and ensure all votes are correctly recorded. Our external auditors Ernst & Young are also in attendance to exercise oversight. I did refer a little bit earlier to our Directors that are in attendance at this meeting today, including the chairpersons of our various Board committees, which I will make indulgence and asked them to assist in answering your questions as needed. So Dr. Suresh Kana is our Lead Independent Director and the Chairman of the Group Audit Committee and of the Group Sustainability Committee. Faith Khanyile, she is the Chairperson of the Group Remuneration Committee. Ben Kruger is the Chairman of the Group Investment Committee. Zarina Bassa is the Chairperson of the group SRO Oversight Committee. And Ian Kirk is not with us but he is online. He's not present in person. He is Chairman of our Group Risk Management Committee and of course, it's joining us via link. And then Fawzia Suliman is our esteemed CFO, who is also on the table. Okay. So that's the team that hopefully will be able to address all your questions. So with that, I'd like to move on to Agenda Item #2. And that's the presentation of the financial statements and reports. The required documentation for this meeting has been in your hands for some time now, and it includes the audited consolidated annual financial statements for the year ended 31st December 2023, including the directors' reports or r group audit committee's report and the independent auditor's report. It also includes our integrated annual report for the 2023 financial year, our governance and remuneration report and the sustainability report both for the year end of December 2023. These reports are comprehensive and address the various activities of the group for the year 2023. So I here formally present these reports to the meeting and we'll take them as having been read. These reports are nonvoting items, except for the remuneration report, which is subject to an advisory vote later in the meeting. We now move on to the business of this AGM being the presentation of the AGM resolutions and voting under Agenda Item 3. I'm pleased to present and propose the various AGM resolutions as contained in the notices of meeting. A list of these resolutions is now being displayed on the screen. So I am going to read every single one of them. Sure, we can't read them. Our resolutions deal with ordinary and special business and include the required advisory resolutions relating to remuneration policy and its implementation in 2023. Please note that in terms of the JSE's Memorandum of Incorporation, resolutions at the meeting will be voted by means of an electronic poll, rather than by a show of hands. So before I invite you to cast your vote on these resolutions, shareholders are entitled to ask questions relating to these proposed resolutions. Any general questions relating to the business of the JSE will be deferred to our open Q&A session later on these proceedings. So I would really invite you to please identify yourself as a shareholder, the name of the organization, and state the specific AGM resolution that you wish to question.

You may raise your hand now to really address the meeting or submit your question via the chatbox. So let's take questions relating to the resolutions from the participants. And I think if we can obviously begin with the people in the room first, then we'll go to the chat box.

My name is Paul Miller. I represent myself and I will be voting 300 shares today. I'd like to address ordinary resolution #1, which relates to the reelection of the directors. And I'm not at all concerned about reelecting these particular directors and intend to vote all my 300 shares in favor. However, I listened intently to your opening remarks, and it's pretty clear to me that the creation of retail-friendly product, and the attraction of small and medium companies to the JSE are important to the JSE. However, it's very clear to me, too, that not only does the JSE tend to employ all its outside employees from large organizations, its staffs all its advisory committees with representatives of large organizations. And all your Directors, I have to say, represent or have experience in large organizations. In fact, I would suggest that what we have here is our Board of Directors that represent team big business. How is that going to create an environment where this exchange can attract more retail investors and the entrepreneurial end of our exchange, which I don't see represented here at all?

Well, I think the only big organization I represent, for example, is a JSE, I don't know of another one that I represent. So I would tend to agree that South Africa does tend to be top-heavy with large institutions. And we continuously look at evolving the Board and getting a different set of skills. I think it is also true to say that while some of the directors have been on large companies, it has not been really a perpetual characterization of where they've come from. So the fact that they may sit on a large organization doesn't necessarily mean that they can't bring skills and views that would be useful to really creating that retail base. Having said that, I think we're not the point. And I think as we try to evolve the board and make it more and more diverse. That's something that we will take into consideration. So I accept the point.

Thanks very much for your question. And like you, we too are very much focused on the retail market. It's a very important growth node for us, and I think if you look a bit deeper at the experience of some of our Board members, you'll see that many of them come from businesses which have a very large retail footprint. Ben Kruger, who is the Group CEO of Standard Bank. Zarina Bassa is on the Investec Board. Both of those banks are focused heavily on the retail market. Both of those banks have very large retail trading brokerages. And in fact, indeed, our own chair was the CEO and Chairman of one of the largest telco -- well, the largest telco in Africa, which was very heavily retail focused. So certainly a key priority for us and certainly top of mind for many of the Board members and their experience, although it's a large business, it is certainly still very much focused on the retail mindset, and it remains an important priority for us.

Chairman, I've got the hand raised online. It's Chris Logan. Chris, go ahead and ask your question.

Yes, Mr. Chairman, can you hear me?

Yes, we can hear you clearly.

Thanks very much, in particular, for a very elegant, pertinent and informative opening address. And yes, I did submit some written questions, which you've already touched on. So I'm going to try and cut to the chase, if that's okay. Before doing that, I'd also like to just thank the JSE Board's progress in growing other revenue streams and revising the listings requirement. Look, what weighs heavily on one in deciding whether to vote for this Board is why has this Board not been able to get the supportive policies, which -- some of which you talked about in place because whether we like it or not, the exchanges shrinking, if not dying. We faced with an awful situation in South Africa, which is gradually becoming more and more appreciated by even the big mainstream asset managers. So the question, which I'd really like an answer before. Is the Board trying to get the supportive policies in place? And if so, why haven't they been successful?

Thanks, Chris. I will give you my response, and I'm sure Leila may also want to add 1 or 2 words to that. Well, first of all, the stock exchanges anywhere in the world are essentially an integral part and product of their macro situation. And the JSE is no different. You may be aware of an article that was circulating in the FT in the last 10 days or so that was, for instance, outlining the success of the Swedish Stock Exchange, which is one of the examples that I referred to a little bit earlier. And if one looks at the essence of what has happened there in Sweden, was that the vast ecosystem that's essential to ensuring that the stock exchange is successful, whether its asset managers, fund managers, government, government policy and all their labeling factors are really all the things that came together to make that one of the examples of a growing and successful stock exchange. The South African situation has got a number of facets that are different from Sweden, not to mentioned the different inequality, the concentration of very large asset managers and, of course, a continuous engagement with government to try and creates conducive environment and appropriate policies that can achieve exactly what you've referred to. And I should maybe just close by saying that it is not from the lack of effort by this company and by this Board in an engaging government. I mean I can say on the firsthand basis, I and Leila, at times and many of executive staff do engage the policy makers, and try and arrive at something that is in the long-term interest of the country. But once again, I did refer to the fact that this cannot be the sole prerogative of the JSE in solving all these problems. Within reason as the market maker and part regulator, our role in trying to make that environment and able to attract more foreign and direct investment. So we all wish we could achieve far more, Chris. And once again, we take the point, and I think you mentioned it last year as well. But I can assure you that there's considerable effort by the Board and management to try and achieve that. And then I don't know if you...

No, no. Thank you.

Any additional questions? Sorry, is it a follow-up, Chris?

Yes, please. Well, I take comfort in that, Mr. Chairman, but do you not think that by the JSE and the board constantly downplaying the severity of our delisting prices, lack of primary capital raising. But say, for instance, referring to the fact that the market cap is growing. They've lowed policymakers into a false sense of security. That would be the first question that I'd like you to consider before vote. And isn't a time for the JSE led by the Board to put its hand up and say there's a crisis?

Yes, I think on the contrary, I wouldn't except the point that the JSE don't place the concern of the listings. I think on the contrary, I'm sure Leila would attest that the JSE Board is always putting enormous pressure on management to try and find ways in which we can constantly analyze what causes the listing. Apart from accepting that this is very much a global trend, JSE is not unique in that respect. But that's not therefore, cause for us not to take the proactive and preemptive action. And we do that by constantly looking at what can be simplified in listing rules and all of that to try and make it attractive for companies to stay on the stock exchange. And as I've said a little bit earlier, there are endless presentations to the treasury to FSCA , to SARB and all the elements of regulation to orders raise the flag that if you have capital outflows, you've got delistings and so on, the long-term effects are not good. But we don't necessarily believe we should do that by shouting from the top of the mountain. I think we prefer to engage directly. And under circumstances such as this or where the opportunity is appropriate, we do raise this as a challenge. But when I say it's a challenge, it's a collective challenge for the country, of which the JSE is an important part. So I'm not sure we can say more than that. We can just assure you that we're not sleeping at the wheel on this particular item.

Well, Mr. Chairman, if I could just respond once more. This isn't a global phenomenon everywhere. China, India, Indonesia, Sweden, as you pointed out, Telaviv, NASDAQ have got thriving and growing markets. And I think this is another reason the JSE, in my view, hard belongers that this a global phenomenon. It's not. I said private equity is growing rapidly. Jamie Diamon addressed [indiscernible] shareholders' letter I've seen to [indiscernible] , all these things. I know all these articles, you can ask Romy [indiscernible] stuff. So I don't know how you can say that this is a global phenomenon when you've got markets growing robustly, particularly over the 2021 period and then now in Asia ex-Japan. These markets are growing rapidly, Sweden, as you know.

No, I would want to avoid has been a dialogue between the 2 of us, Chris, but let me just say New York Stock Exchange, Australian Stock Exchange and LSC, many stock exchanges have had delistings. When I say that is a general trend, I'm not saying there are no exceptions. Of course, there exceptions. I mentioned Sweden as one of those exceptions, and you have mentioned quite a few. So that is really not our posture to say because there's a general trend in this direction, we should not be proactive, we should not do everything possible. And I'm saying, we are doing that. But we must also recognize that stock exchanges are by their very nature, a product of their environment. Some of the countries that you have mentioned are growing at GDP of 5%, 6% or even higher. Our GDP has not been growing at that sort of rate and you got to understand that you need a high tide to lift the boat. And that's just the reality, but we are working on it. And I think that's the best that we can address that. Can we move on over back to someone on the floor. Thank you, Chris.

If I could, still addressing Resolution 1. I'd like to put it to you that having directors with experience in our very large financial institutions, be they ones who serve retail customer as a bug, not a feature for the future of this exchange. I say that with to respect for the people involved. Those very institutions that the experience was gained from have spent the last 30 years, taking your retail -- direct retail customers and putting them into mega funds, which is exactly the problem why we can't attract small and medium companies to this exchange. Your -- the large concentrated financial institutions, dominance of this exchange is a bug, not a feature, and if we are to attract small and medium companies to this exchange, we need to get retail investors back directly into this exchange away from Investec and Standard Bank where all that experience was gained. We've got to undo the damage, not repeated.

Paul, let me just say this, and I'm not sure that we necessarily have such a big difference. I think I accept that you need to have a diverse set of skills and input on the board. So the fact that the institutional experience or a large institution experienced directors on the board is not a negative, in my view, because they bring other features, other experiences that are very relevant and very important. Having said that, I fully agree with you that having a wide, diverse of experience where you've got people that have been focused with retail in different respects, not necessarily from the large institutions is very important. So I accept the point. Okay. We again back out, all right?

Yes, please, Chairman. We've got 2 questions online from [indiscernible] I'm going to deal with his questions regarding these resolutions and then leave the balance of his questions for the general Q&A at the end. The 2 questions that are pertinent to the section. He asks about Board sustainability expertise. He states, although the Board lacks members with direct sustainability qualifications, how is the existing sustainability expertise for members utilized to improve ESG compliance, governance and strategic direction given the JSE sets the tone for the rest of the market? And then he asked the second question. It says nonexecutive fees. Considering our previous concerns about the high fees for nonexecutive directors, particularly the Chairman, what measures are being taken to land fees and remuneration with the company's size and its peers?

Do you want to take the sustainability first, Leila?

Yes, sure. Thank you. And Suresh might well like to comment on that to perhaps. Do you want me to start Suresh or...? Thank you. So thank you, [indiscernible], for your questions. And as you know, sustainability is a key priority for the JSE and we have been founding members of a number of global institutions. We've led co-chaired, UN and other initiatives and the board's support in this area is vital. We're very fortunate to have people Siobhan Cleary, who has deep and good experience in sustainability, having studied a masters in that field and also working in that field. We are also very fortunate to have Suresh Kana, who chairs our Sustainability Committee. He has been extensively involved in, for example, the -- for ISSB Sustainability global disclosure guidelines and has extensive experience in that field. In addition to that, in South Africa, we focus not exclusively and only on climate finance but also on the very important social dynamics and leaving no one behind. Faith Khanyile has had extremely good experience and has been the CEO of an organization that has looked at the social inclusivity and gender balance in our markets. And each of these dynamics and dimensions have contributed to our advanced sort of thinking and progress in this field. I -- but perhaps if I may through you Chair hand on to Suresh.

Thank you very much, Leila. Yes, just to add a little bit, I agree completely with what you're saying in terms of the skills of the members that are on the committee and particularly the Sustainability Committee, very well deep expertise in that area. Just at a personal level, I suppose I'm a trustee of the IFRS Foundation, and that's the organization that has set up the ISSB. And in that context, we've been -- I've been very close to developing and assisting in the development of the global baseline relating to sustainability disclosures. So I think we -- as group, we believe that we have sufficient skills that are needed for the sustainability area. And then it's also -- we are supported by management. We've got capable people on the management front that are also good and have deep expertise in the space of sustainability.

On the second question with regards director fees, including my fees, I don't think it will be appropriate for me to talk to that. Suffice to say, we've got the company secretary here, Graham. Maybe you can just respond in a few minutes as to how you -- the process is handled. Thank you.

Chair, thank you. The management team put together a proposal each year, which is taken to the Remuneration Committee. That proposal is reviewed by our external advisers of the JSE. The benchmarking is against a peer group. And the JSE draws its non-executive talent from a wide variety of sources. It benchmarks accordingly against that peer group. And we -- the Remuneration Committee and in prior years, the shareholders have endorsed those recommendations. We are, opening to the meeting today, the proposal that the proposed fees are about 90% of the median of that particular peer group. So I hope that answers the question for Mr. [indiscernible].

Thank you, Graham. No more questions?

Okay. Any more questions from the floor? Okay. I think -- thank you very much for your questions and engagement on the resolutions.

So we're going to the voting. I confirm that all the AGM resolutions have been proposed to shareholders invite you to submit your votes via the online voting platform, if you haven't already done so. Please click on the Vote Now link, and it will direct you to the voting platform. Please remember that the platform reflects all votes as automatically defaulted to abstain. Please select for or against or abstained for each resolution. Check your selections carefully as they cannot be retracted or revoted, once submitted. Once you have made your selection for each resolution, scroll down to the bottom of page, and click Submit. A message will pop up on your screen confirming that your votes have been received. We will pause briefly at this point until our scrutineer has confirmed that all shareholders currently reflected as active on the voting platform have submitted their votes. [Voting]

Thank you, Mr. Chairman. We will be closing the voting platform very shortly. So those shareholders who may not have voted, kindly complete your vote. Chair, if you could just grant us 30 more seconds, and we will then close the voting. [Voting]

Mr. Chair, the voting is now closed and the results on the screen.

Okay. Thank you. On your screen, the results of the version are now displayed on the screen. And I confirm that all resolutions have been carried by the requisite majorities, and we thank you for your support. In terms of the JSE listing requirements, Section 3.91, detailed results of this meeting will be disclosed on SENS within 2 business days. And that really says we've done with that section and we can move on to Agenda Item #4. And that is really our CEO, providing us with an update on the business and then thereafter, we'll take any questions as part of the open Q&A. Okay, Leila?

Thank you very much for your remarks and introduction, Mr. Chairman. And I'd like to offer a few general comments about our performance our strategic vision and market trends. And after that, we'll take questions from shareholders and guests. I'm pleased to see some of -- to see a number of familiar faces in the room and also familiar names are joining us online. Thank you very much for your time and for your interest in joining the JSE. It's been a busy year delivering our strategy and innovating to improve our competitiveness and in achieving our financial goals. We set -- we delivered a strong set of results in 2023, amid difficult conditions, global uncertainty and shifting asset allocations by domestic and international investors. I'm sure many of you attended our results roadshow in March. So I'm going to touch very briefly on some of our key financial highlights that many of you would know. Our headline earnings per share, as you remember, increased by 12.2% year-on-year and NPAT grew by 11% year-on-year to ZAR 831 million. ROE was up from 17.8% prior year to 19.4% in 2023 and cash generated from operations increased by 13.6% year-on-year to ZAR 1.1 billion. The business remains well capitalized. Our regulatory capital and our investor protection funds amount to ZAR 1.47 billion, these funds are ring-fenced and held as nondistributable reserves in accordance with the prudential authority requirements. Our remaining cash on hand is devoted obviously to working capital requirements and, of course, to pay the annual dividend. These strong results can be attributed to a very deliberate effort by management and the Board to diversify our business segments and asset classes across the exchange, and this has helped us to overcome lower trading activity in 2023. You'll no doubt have seen the published data showing our equity market value traded last year being down 9.5% for the full year of 2023. For those of you who have been with us for a while, will be familiar with the evolution of our strategy, which, in the last 5 years, has focused very pointedly on diversifying and fortifying our revenue streams while delivering competitive proposition to the market. Nontrading revenue last year accounted at the end of the year for 36.8%, almost ZAR 1 billion, ZAR 954 million of the JSE's overall operational revenue, up from 29% in 2019. And this was driven by largely a 15.6% increase in our Information Services business and a remarkable 20.2% increase in the JSE Investor Services, which is a business that we acquired in 2021. As a licensed market infrastructure, we're mandated to provide robust and resilient trading, clearing and settlement platforms for market participants and we're particularly pleased with our resilience and our market uptime of nearly 100% through the year of 2023, despite a number of market moving and highly volatile events. This is testimony really to the investments that we've made over time in technology, processes and of course, people. 2023 was also a year of significant innovation to ensure that we continue to provide a compelling set of trading and nontrading services that drive revenue growth. We introduced a number of innovations, including firstly, partnering with Amazon or collaborating with Amazon Web Services to modernize our BDA technology using computing infrastructure and AI to deliver an innovative market solutions and improve our operational efficiencies. JSE Clear announcing the acceptance of securities collateral, which is a first for the South African market to meet initial margin requirements. This initiative relieves the liquidity strains amid mounting global and sovereign risk. Upgrading the STT or Securities & Trading Technologies platform ahead of schedule and under budget. As part of our cloud-centric strategy, we transferred all crucial equity and bond data to a cloud data lake and we launched big xyt ecosystems, which is a cutting-edge analytics as a service to global exchanges. In addition, Colo 2.0 was launched in 2023. And this is our new colocation service, which is designed to reduce data center costs for our market participants. Finally, we also collaborated with Xpansiv to develop voluntary carbon market to boost South Africa's carbon credit capabilities. And this sustainability initiative will enable local participants to buy and sell carbon credits and Renewable Energy Certificates or RECs, which are either held in local or global registries. The value of these collaborations enable us to rapidly innovate in data services, private markets, carbon trading and these will all support and underpin the modernization of our broker-dealer accounting system. This will ensure that we maintain a leading position among emerging market exchange operators. I'd also like to draw our attention to our Sustainability segment, which saw a material increase of 17% in the number of sustainability bonds listed. There was also a 91% increase in actively managed certificates, resulting in the inclusion of 12 new bonds and 23 new actively managed certificates in just 1 year. Public markets as we've heard from some of the questions, continue to experience headwinds and for this reason, we've offered alternative capital raising -- an alternative capital raising platform through JSE Private Placements. This platform is in collaboration with Globacap, a U.K.-based fintech, which -- in which the JSE has an equity stake. During 2023, JPP mobilized ZAR 20 billion in invested capital through what was then 41 and is now 44 onboarded deals. Although it's still a new venture, the initial traction and number of new companies seeking to raise capital demonstrates the growing importance of JPP as an alternative venue for capital raising. As regards to our strategy, our ongoing commitment to create an enabling environment for listed companies will be our focus for the continuing future and particularly with regards to the proposed amendments to our listings requirements. These changes in the year ahead take 2 forms. Firstly, a simplification project, which aims to rewrite and simplify the existing listings requirements. We've made significant progress in this project. And almost half of the listings requirements have been rewritten and published for public comment. And secondly, a market segmentation project, which will result in the repositioning of the JSE's Board into 2 separate segments, the proposed segmentation of the Main Board into the prime and the general segments aims to provide an effective and appropriate regulation -- level of regulation, which is based on the size and liquidity of Main Board companies while maintaining investor confidence in the market. Turning my attention now just very briefly to our markets in the year-to-date. The South African markets have largely trended sideways and in some areas contracted year-to-date as investors look for direction on the future of interest rates and with it, global aggregate demand. Globally, attention has largely been on tech stocks, which have driven international indices. More recently, the proposed merger of BHP and Anglo American has been driving our local volatility on the bars. The FTSE JSE All Share Index is moderately flat, moderately -- the top 40 is moderately up and the All share is moderately down compared to the S&P market, which is up 9% and the MSCI Emerging Markets Index, which is up just less than 4%. Trade activity in the equity market is tracking behind last year. The recent corporate action and a number of other items have led to a spike over the last 6 weeks in volumes. The unprecedented range of global political events could have material consequences for the economic outlook and for trading volumes. Locally, the rand has traded slightly weaker in the year-to-date after a 9% fall last year. And our own political process will be keenly watched by investors for the rest of the month. On IPOs, we're anticipating a moderate improvement in the number of listings, and we were pleased to welcome We Buy Cars to the Main Board last month, and we anticipate several more new listings, which are in the public domain in the year ahead. In conclusion, we're very pleased to have delivered value to our shareholders in 2023, and we're resolutely focused on implementing our strategy and driving competitiveness to enable us in doing so. The JSE provides a compelling value proposition as a low-risk trading environment with an outstanding operating performance that is continuing to innovate. We'll deliver on our planned investment strategy that will improve our service offering and reduce costs. This will enable us to continue to deliver high-quality earnings and long-term value to our shareholders. And with that, I'd like to open the floor to questions. Please raise your hands or pop a question in the chatbox, and Romy we'll be guided by you.

We've some hands raised online in the chat. I don't know if we want to start there or start with the floor. Chairman, what would you like to do?

Can we just start with the floor?

Sure. Paul?

And this is a question that relates to the ecosystem. And here, I don't necessarily mean asset managers. I mean, everyone else who makes a living off the JSE, but doesn't work for the JSE. So we now know that more than 60% of the gross market cap of the JSE is actually foreign individual listed companies. And they buy all their ecosystem services, be they investor relations, investment banking services, advisory, all those services, they buy in their home markets. They don't buy them here. That leaves our ecosystem to sustain itself on just 40% of the gross market cap, but also on a market where there's half as many companies as they were 20 years ago. So that ecosystem is under significant pressure. And where it really told for me was when I attended a listing meeting for a company proposed -- preparing to list on the JSE. And I was the youngest person in the room, okay? Now that is terrifying because I'm sure in your own corporate finance career, Mr. Chairman, it was a young person's game. And now the people with those skills are holding on to their seats and they're aging out. What does the JSE do to monitor the health of the ecosystem that sustains the JSE? And don't we've a big problem coming down the line that there will be nobody to handle the next listings boom?

Leila?

Shall we take a couple of questions and then we'll answer a few at a time.

It depends on how long the questions are?

Yes, maybe 1 more.

All right. Chris, please go ahead.

My name is Chris [ Moose ]. Can I ask a question for cash-rich company, is it possible that the Board would consider introduction of an interim dividend as well as the final dividend. The profits that we receive as shareholders all paid out as one lump sum at the end of the financial year. Wouldn't it be an idea to, let's say, 1/3 to 40% of the distributable income to be paid out by way of an interim dividend as well. I think it will attract a lot of interest to the shares that rather than bunched up at February, March time, where one dividend is paid.

Great. So maybe Shall I deal with Paul's question. I'm not sure if we want to get Fawzia or if you'd like to deal with the...

I think Fawzia will deal with the second one.

Great. Thank you. So Paul, thank you for your question. And I know this is something that you do spend a lot of time thinking about. Our market has waxed and waned over 130 years as you heard earlier, 137, in fact. And over the past 30 years, we've seen a level of cyclicality. In fact, in the 1990s, on average, over that 10 years, we saw 58 delistings per year. In the 2000s, we averaged 47 delistings. And over the last sort of 14 years, we've averaged 21 delistings. So while the number of delistings is large and I hear your point on the point that was made earlier about market cap, ultimately, the quality of the market is driven to an extent by value traded and market cap. That's not to say that the number of delistings is not something that we're concerned about and think about every day. We do have a -- the beginning of a cautiously optimistic potential shift in the market from what was an environment cyclical that was cheaper to raise debt than equity over the last sort of 10 years with the low interest rate environment. And we're starting to see that in the number of listings that we're seeing. What are we doing to try to enhance, grow and develop the market ecosystem broadly? There are a number of initiatives on the listing side, we've spoken at length about the listings reforms, a plethora of reforms that we introduced a year ago, and I've just spoken about those that are changing now. We've introduced a private placement market with more than 44 listings double the average number of delistings per year over the last 10 years. In addition to that, we're working with the ecosystem to try and drive down the cost of execution. And this will encourage a more inclusive environment also potentially encourage the retail participation rate. We've offered a new colocation service, which will reduce data costs for our market participants. We've offered -- we've introduced new solutions for market participants to access data about the market in a more malleable and easy to operate function. We've introduced securities collateral, which will reduce the ultimate cost of transacting because it reduces the cost of funds. And we've also recently introduced a very transformational project in collaboration with AWS to reduce our BDA costs to the market. So overall, we're very mindful of the economic backdrop in which we operate. There are headwinds, and we've experienced headwinds for a number of years now in the macroeconomic context. But ultimately, we're focusing on the controllables. We're focusing on those elements that can either crowd in involvement from market participants or make -- reduce the costs to trade. We've also done a number of -- we've done a number of things to try to encourage inbound trading. And we're starting to see green shoots. We've had a number of market participants signing up very recently, and that is having an effect on our trading volumes. We can see direct impact. So I think it -- I acknowledge that we're in a constrained and complex and challenging macroeconomic environment. And we're really just focusing in on those things that we can control. Maybe I'll hand to...

Fawzia, why don't you just speak about the dividend and interim dividend?

Thank you, Chair, and thank you, Paul, for the question. I guess in terms of declaring a final dividend rather than an interim dividend, what that provides us with is that we do that based on audited financial statements. So it gives us a much clearer picture of the financial performance of the company and the year going forward. Now whilst I fully understand the benefits of paying an interim dividend from a shareholder perspective, I think in the type of business that we've, we -- there's a number of factors that would determine the cash that's available. There's some that we can control, particularly on the expense line and potential CapEx expenditure, et cetera, but revenue -- and revenue in these markets, in particular, is not always that easy to ascertain. For example, if we look at the year ahead with elections coming up and all of the other issues at play as well, it would be difficult for us to say exactly where we think ADV would land and where our earnings would land. So whilst it's something that we would continue to consider, I think we'd have to be in a space where earnings was a lot clearer and the financial prospects of the company were a lot clearer as it relates specifically to trading income. But it is something that we'd continue to consider as we think about capital allocation on a go-forward basis.

Chairman, we've 3 hands raised online. I'll start with the first person. Poloko Kome has got his hand raised. Go ahead and unmute yourself, Poloko. Poloko, go ahead and raise your question, you're unmuted. Okay. Maybe we're having some technical difficulties. We've got a second hand raised, Greer Blizzard from Just Share. Greer, go ahead and ask your question.

Chair. Can you hear me?

Yes, we can hear you.