COMPUTERSHARE ANNUAL REPORT 2008

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PricewaterhouseCoopers rotates audit engagement partners on listed companies every five years. It is alsoPricewaterhouseCoopers’ policy to provide an annual declaration of independence to the Company’s Risk and Audit Committee.In addition, the Company has put in place a policy which lists the types of services that PricewaterhouseCoopers will not be able toundertake in order to maintain the independence and integrity of its services to the Company. As part of this policy, the Board mustapprove any permitted non-external audit task where the total fee for non-audit services may exceed 10% of the annual externalaudit engagement fee.02-13OverviewThe external auditor is required to attend the annual general meeting and be available to answer shareholder questions about theconduct of the audit and the preparation of the content of the audit report, the accounting policies adopted by the Company inrelation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in theDirectors’ Report.18. WHISTLEBLOWINGThe Board has approved a Whistleblowing Policy that specifically outlines procedures for dealing with allegations of improperconduct. Concerns can be raised in a number of ways, including anonymously in writing through the Company’s online whistleblowerreporting system, or by telephone. Any concerns that are reported are assessed and handled by regional disclosure co-ordinators.All employees have received training about the Company’s Whistleblowing Policy, including how to detect and reportimproper conduct.14-36Governance19. CORPORATE AND SOCIAL RESPONSIBILITYFor details relating to the Company’s corporate and social responsibility initiatives see page 13 of this Annual Report.20. HEALTH AND SAFETYComputershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitmentby implementing work practices and procedures throughout the Group that comply with the relevant regulations governing theworkplace. Employees are expected to take all practical measures to ensure a safe and healthy working environment in keeping withtheir defined responsibilities and applicable law.21. COMPANY SECRETARIESThe Company Secretaries are Dominic Horsley and Katrina Bobeff. Under Computershare’s Constitution, the appointment andremoval of the Company Secretaries is a matter for the Board. Among other matters, the Company Secretaries advise the Boardon governance procedures and seek to support the effectiveness of the Board by monitoring Board policy and procedures andcoordinating the completion and despatch of Board meeting agendas and papers.Dominic Horsley joined the Company in June 2006, having previously practised law at one of Asia Pacific’s leading law firms and asa Corporate Counsel with a major listed Australian software and services supplier. Dominic completed a Bachelor of Arts (Hons) inEconomics at Cambridge University and completed his legal studies at the College of Law in London. Dominic is also the Chief LegalCounsel for the Group’s Asia Pacific operations.Katrina Bobeff commenced with Computershare in February 2007, having previously practised law at Allens Arthur Robinson since1999. Katrina has completed a Bachelor of Laws and a Bachelor of Arts at Melbourne University, and a Graduate Certificate inApplied Finance and Investment with the Securities Institute of Australia. Katrina is also Senior Corporate Counsel for the Group’sAsia Pacific operations.All directors have access to the advice and services of the Company Secretaries.37-88Financials89-92Reports93-96Further InformationPAGE 21
Directors’ ReportThe Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial year ended30 June 2008.DIRECTORSThe following directors were directors during the whole of the financial year and up to the date of this report unlessotherwise noted:Non-executiveSimon David JonesMarkus KerberArthur Leslie OwenAnthony Norman WalesWilliam E Ford Resigned 28 September 2007Alexander Stuart Murdoch Resigned 14 November 2007Philip Daniel DeFeo Deceased 29 November 2007Nerolie Phyllis Withnall Appointed 1 July 2008ExecutiveChristopher John MorrisWilliam Stuart CrosbyPenelope Jane MaclaganExecutive ChairmanManaging Director and Chief Executive OfficerPRINCIPAL ACTIVITIESThe principal activities of the consolidated entity during the course of the financial year were the operation of InvestorServices, Plan Services, Communication Services, Shareholder Relationship Management Services and Technology Services.> The Investor Services operations comprise the provision of registry and related services.> The Plan Services operations comprise the provision and management of employee share and option plans.> The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.> The Shareholder Relationship Management Services Group provide investor analysis, investor communication andmanagement information services to companies, including their employees, shareholders and other security industryparticipants.> Technology Services include the provision of software specializing in share registry, financial services and stock markets.Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trust companieswhose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. Incertain jurisdictions the Group is subject to regulation by various federal, provincial and state agencies and undergoes periodicexaminations by those regulatory agencies.CONSOLIDATED PROFITThe profit of the consolidated entity for the financial year was $289,125,702 after income tax and $281,970,941 after income taxand minority interests. The profit after tax and minority interests represents a 20.6% increase on the 2007 result of $233,785,113.Profit of the consolidated entity for the financial year excluding significant items was $290.4 million after income tax and minorityinterests. This represents a 32.4% increase on the 2007 result of $219.4 million.Net profit excluding significant items is determined as follows:Consolidated2008 2007$000 $000Net profit attributable to members of the parent entity 281,971 233,785Exclusion of significant items (net of tax):(Profit)/Loss on sale of subsidiaries 480 (7,886)Restructuring costs 6,200 (4,078)Tax losses (1,746) (6,819)Marked to market adjustments - derivatives (964) 179Client list amortisation 4,641 4,246Other (193) -Net profit excluding significant items 290,389 219,427PAGE 22 Computershare Annual Report 2008
Page 7 and 8: Management Discussion and AnalysisC
Page 9 and 10: North America Regional OverviewDesp
Page 12: 2008 HIGHLIGHTS> Acted for all majo
Page 16 and 17: As at the date of this Annual Repor
Page 18 and 19: 4. BOARD INDEPENDENCEThe Board has
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Page 24 and 25: DIVIDENDSThe following dividends of
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Page 28 and 29: No incentives, either short or long
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Name of subsidiaryPlace of incorpor
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The assets and liabilities arising
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Computershare Limited Closed Group
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33. RELATED PARTY DISCLOSURESKey ma
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(a) Interest rate riskInterest rate
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The consolidated entity minimises c
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(c) OtherThe Group is subject to re
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SECONDARY BASIS - Business Segments
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40. ASSOCIATED ENTITIESDetails of i
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Directors’ DeclarationIn the dire
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Independent Auditor’s Report02-13
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Shareholder InformationThis section
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Office Locations02-13Overview14-36G
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HEAD OfficeComputershare LimitedABN
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COMPUTERSHARE ANNUAL REPORT 2008

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