COMPUTERSHARE ANNUAL REPORT 2008

More documents

Recommendations

Info

Value of options included in key management personnel remunerationNon-executive and executive directors of the Group are not eligible to participate in the Group’s option scheme. No options havebeen granted to Company or Group key management personnel during the financial year ended 30 June 2008. There has been novariation in the terms of options provided to Company and Group key management personnel previously granted.There were no options over ordinary shares held during the financial year by the named Company and Group keymanagement personnel.02-13OverviewE. ADDITIONAL INFORMATIONRelationship between key management personnel remuneration and Group performance and shareholder wealthThe overall level of key management personnel award takes into account the performance of the Group over a number of years,with greater emphasis given to the current and prior financial year.Over the past five financial years, the Group’s management earnings before interest, tax, depreciation and amortisation (EBITDA)grew by a compound annual average rate of 43% (based on an AGAAP calculated EBITDA at 30 June 2003 and an AIFRS calculatedEBITDA at 30 June 2008). During this period, shareholder wealth, measured by reference to management earnings per share,has grown by a compound annual average rate of 49% (based on an AGAAP calculated EBITDA at 30 June 2003 and an AIFRScalculated EBITDA at 30 June 2008) and measured by reference to dividend payments has grown by a compound annual averagerate of 42%. Over the past five financial years, key management personnel remuneration has grown by an annual compoundaverage rate of 39%, executive director and non-executive director remuneration has grown by an annual compound average rateof 36% and 14% respectively during this period. A year on year analysis of the above metrics together with the compound five yearaverage comparative is set out in the following table.Growth over previous financial period 5 year Compound average growth 2003 - 2008Normalised EBITDA 27% 43%Management EPS 41% 49%Dividend 28% 42%Key management personnel remuneration(average per key management personnel) (7)% 1,2 39% 1Executive director remuneration(average per director) 64% 2 36%1Growth over the previous financial period excluding performance rights share based payments from key management personnel remuneration was1% and compound average growth over the past 5 years was 29%.2Growth/decline is mainly attributable to W.S.Crosby being included as the executive director for the current financial year.14-36Governance37-88FinancialsHistoric executive director and other key management personnel remuneration has been adjusted to exclude non-recurring items.All remuneration included in the calculation has been annualised where key management personnel have left during the year.During the financial year ended 30 June 2008, the Group’s share price decreased approximately 18.4% from AU$11.29 at thebeginning of the year to AU$9.21 on 30 June 2008.From 1 July 2007 to 18 October 2007, the Company purchased and cancelled 35,205,009 ordinary shares at a total cost ofAU$343.2 million (US $306.8 million) with an average price of AU$9.75 and a price range from AU$8.76 to AU$11.00. On18 October 2007, Computershare completed the on-market buy-back program when the total number of shares bought backand cancelled reached 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91and a price range from AU$8.52 to AU$11.00.Details of remuneration: cash bonuses and performance rightsThe percentage value of total remuneration relating to the current financial year received by key management personnel thatconsists of cash bonuses and performance rights is as follows:% of total remunerationreceived as cash bonus% of total remunerationreceived as performance rights% of remunerationreceived as equity bonusP. Maclagan 31.8% - -C. Morris - - -W.S. Crosby 22.4% 54.4% 0.5%S. Rothbloom 12.3% 43.3% 0.8%T. Honan 32.2% 31.9% 4.6%S. Irving 25.8% 10.1% 19.7%P. Conn 19.7% 29.4% 7.2%89-92Reports93-96Further InformationPAGE 33
Directors’ ReportThe percentage of shares previously awarded under long term incentive schemes which were forfeited in the current financial yearand the subsequent financial years in which shares previously awarded under long term incentive schemes will vest if the conditionsare met for the named Company and Group key management personnel are provided in the table below.Vesting date% of total sharesvestingin the currentfinancial year% of total sharesgranted forfeitedin the currentfinancial yearEstimated valueof shares to bereported in subsequentfinancial periodsW.S. Crosby 31 August 2007 100% - -S. Rothbloom 31 August 2007 100% - -T. Honan 31 August 2007 to 28 September 2009 36.37% - - 1S. Irving 31 August 2007 to 1 January 2010 5.86% - 298,429P. Conn 31 August 2007 to 28 September 2009 45.33% - 108,5241T. Honan resigned with effect from 10 September 2008 and in accordance with the terms of the LTI Plan all unvested shares held were forfeited.LOANS TO DIRECTORS AND EXECUTIVESComputershare has not made any loans to directors and executive directors or other key management personnel during thecurrent financial year.AUDITORPricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.AUDITOR’S INDEPENDENCE DECLARATIONA copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is providedimmediately after this report.NON-AUDIT SERVICESThe Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit dutieswhere the auditor’s expertise and experience with the Group are important.The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditorsimposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engagingPricewaterhouseCoopers for non-audit services is set out in the Corporate Governance Statement.The directors are satisfied that the provision of non audit services by PricewaterhouseCoopers, as set out below, did notcompromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:> No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that are not beable to be undertaken).> None of the services provided undermine the general principles relating to auditor independence, including reviewing orauditing the auditor’s own work, acting in a management capacity or a decision making capacity for the company, acting as anadvocate for the company or jointly sharing economic risks and rewards.PAGE 34 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 26 and 27: LIKELY DEVELOPMENTS AND FUTURE RESU
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 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
Page 76 and 77: Computershare Limited Closed Group
Page 78 and 79: 33. RELATED PARTY DISCLOSURESKey ma
Page 80 and 81: (a) Interest rate riskInterest rate
Page 82 and 83: The consolidated entity minimises c
Page 84 and 85:
(c) OtherThe Group is subject to re
Page 86 and 87:
SECONDARY BASIS - Business Segments
Page 88 and 89:
40. ASSOCIATED ENTITIESDetails of i
Page 90 and 91:
Directors’ DeclarationIn the dire
Page 92 and 93:
Independent Auditor’s Report02-13
Page 94 and 95:
Shareholder InformationThis section
Page 96 and 97:
Office Locations02-13Overview14-36G
Page 98:
HEAD OfficeComputershare LimitedABN
show all

COMPUTERSHARE ANNUAL REPORT 2008

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?