COMPUTERSHARE ANNUAL REPORT 2008

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LIKELY DEVELOPMENTS AND FUTURE RESULTSThere are no likely developments in the operations of the consolidated entity, constituted by the Computershare Group and theentities it controls from time to time, that were not finalised at the date of this report.The Company continues to target long term growth in management earnings per share of 20% per year, to be achieved by acombination of organic growth and acquisitions, as well as balance sheet management. Looking to financial year 2009 and havingregard to current equity and interest rate market conditions, the Company expects management earnings per share to be morethan 10% higher than financial year 2008.02-13OverviewENVIRONMENTAL REGULATIONSThe Computershare Group is not subject to significant environmental regulation.INFORMATION ON DIRECTORSThe qualifications, experience and responsibilities of directors together with details of all directorships of other listed companiesheld by a director in the three years to 30 June 2008 and any contracts to which the director is a party to under which they areentitled to a benefit are outlined in the Corporate Governance Statement and form part of this report.Directors’ InterestsAt the date of this report, the direct and indirect interests of the directors in the securities of the Company are:Name Number of ordinary shares Number of performance rightsC.J. Morris 54,113,442 -W.S. Crosby 224,146 1,500,000A.N. Wales 29,092,384 -P.J. Maclagan 14,400,000 -Dr. M. Kerber 40,000 -S.D. Jones 14,000 -A.L. Owen 2,000 -N.P. Withnall - -14-36Governance37-88FinancialsMeetings of directorsThe number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of thedirectors during the financial year are:Directors’MeetingsAudit CommitteeMeetingsNominationCommittee MeetingsRemuneration CommitteeMeetingsA B A B A B A BC.J. Morris 6 6 - - 1 1 1 1W.S. Crosby 6 6 - - 1 1 - -S.D. Jones 5 6 6 6 1 1 1 1Dr. M. Kerber 6 6 - - 1 1 - -A.L. Owen 6 6 6 6 1 1 - -A.N. Wales 6 6 6 6 1 1 1 1P.J. Maclagan 6 6 - - 1 1 - -W.E. Ford 1 2 2 - - - - - -A.S. Murdoch 2 3 3 3 3 - - - -P.D. DeFeo 3 3 3 - - - - - -A - Number of meetings attendedB - Number of meetings held during the time the director held office during the year.1W.E. Ford resigned 28 September 20072A.S. Murdoch resigned 14 November 20073P.D. DeFeo deceased 29 November 2007The Board also has an Acquisitions Committee comprising S.D. Jones, Dr. M. Kerber, C.J. Morris and W.S. Crosby. The Committeereceived a monthly report and meets on an informal basis as necessary. Accordingly, it is not included in the above table.89-92Reports93-96Further InformationPAGE 25
Directors’ ReportINFORMATION ON COMPANY SECRETARIESThe qualifications, experience and responsibilities of company secretaries are outlined in the Corporate Governance Statement andform part of this report.INDEMNIFICATION OF OFFICERSDuring the period, the company paid an insurance premium to insure directors and executive officers of the company and itssubsidiaries against certain liabilities.Disclosure of the amount of insurance premium payable and a summary of the nature of liabilities covered by the insurancecontract is prohibited by the insurance policy.REMUNERATION REPORTThe Remuneration Report outlines the remuneration arrangements in place for the directors of Computershare Limited and otherkey management personnel of the Company and Group. References in this report to the Group refer to the Company and itssubsidiaries.This report is set out under the following main headings:A. Principles used to determine the nature and amount of remunerationB. Remuneration structure and service contractsC. Details of remunerationD. Share based remunerationE. Additional informationThe information provided in this remuneration report has been audited as required by Section 308(3c) of theCorporations Act 2001.Key management personnel is inclusive of directors and those within the Company and Group who have the authority andresponsibility for planning, directing and controlling the activities of the Group.A. PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATIONRemuneration philosophyThe performance of the Group depends upon the quality of its key management personnel. To prosper, the Group must attract,motivate and retain highly skilled key management personnel.To this end, the Group embodies the following principles in its remuneration framework:> Provide competitive rewards to attract, retain and motivate high calibre key management personnel;> Link key management personnel rewards to shareholder wealth; and> Provide performance incentives which allow key management personnel to share the rewards of the success of the business.Remuneration CommitteeThe Remuneration Committee of the Board of Directors is responsible for determining and reviewing compensation arrangementsfor the directors, the chief executive officer and the senior management team.The Remuneration Committee assesses the appropriateness of the nature and amount of the remuneration of directors and otherkey management personnel on a periodic basis with the overall objective of ensuring maximum stakeholder benefit from theretention of a high quality board and key management team.B. REMUNERATION STRUCTURE AND SERVICE CONTRACTSIn accordance with best practice corporate governance, the structure of non-executive directors, executive directors and other keymanagement personnel remuneration is separate and distinct.Non-executive director remunerationThe Board seeks to set aggregate remuneration at a level which provides the Group with the ability to attract and retain nonexecutivedirectors of a high calibre, whilst incurring a cost which is acceptable to shareholders.Fees to non-executive directors reflect the demands which are made on, and the responsibilities of, the non-executive directors.Non-executive directors’ fees are determined within an aggregate non-executive directors’ fee pool limit, which is periodicallyrecommended for approval by shareholders. A pool of AU$1,500,000 per annum was last approved by shareholders in November2007. The aggregate amount of non-executive directors’ fees is reviewed periodically with reference taken to the fees paid tonon-executive directors of comparable companies. The Board may also elect to receive advice from independent remunerationconsultants if necessary.PAGE 26 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
Page 20 and 21: With limited exceptions, the Compan
Page 22 and 23: PricewaterhouseCoopers rotates audi
Page 24 and 25: DIVIDENDSThe following dividends of
Page 28 and 29: No incentives, either short or long
Page 30 and 31: In the case of key management perso
Page 32 and 33: Key management personnel and most h
Page 34 and 35: Value of options included in key ma
Page 36 and 37: Details of the amounts paid to the
Page 38 and 39: Income Statements for the year ende
Page 40 and 41: Statements of Changes in Equity for
Page 42 and 43: Notes to the Financial Statements1.
Page 44 and 45: Impairment of assetsAll non-current
Page 46 and 47: Business combinationsThe purchase m
Page 48 and 49: HedgingThe Group documents at the i
Page 50 and 51: 2. REVENUE AND EXPENSES FROM CONTIN
Page 52 and 53: 5. INCOME TAXa) Income tax expenseC
Page 54 and 55: Reconciliation of weighted average
Page 56 and 57: ConsolidatedLand atcost$00016. PROP
Page 58 and 59: ConsolidatedParent Entity2008 2007
Page 60 and 61: Impairment tests for goodwillGoodwi
Page 66 and 67: Nature and purpose of reservesi. Fo
Page 68 and 69: Defined Benefit Funds1) Karvy Compu
Page 70 and 71: Name of subsidiaryPlace of incorpor
Page 72 and 73: Name of subsidiaryPlace of incorpor
Page 74 and 75: 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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