COMPUTERSHARE ANNUAL REPORT 2008

More documents

Recommendations

Info

The consolidated entity minimises concentrations of credit risk by undertaking transactions with a large number of clients in variouscountries and industries. The registry and bureau sector transacts with various listed companies across a number of countries. Theconsolidated entity does not have a significant exposure to any individual client.Transactions involving derivative financial instruments are with counterparties with whom the Group has signed International Swapsand Derivatives Association agreements as well as sound credit arrangements. Given their high credit ratings, management doesnot expect any counterparty to fail to meet its obligations.02-13Overview(d) Liquidity RiskLiquidity risk management implies maintaining sufficient cash and the availability of funding. The Group has staggered its variousdebt maturities to reduce re-financing risk. Whilst impacted by acquisitions from time to time, the Group maintains sufficient cashbalances and committed credit facilities to meet on-going commitments.Maturity information of financial liabilities is included in Note 1, Note 21, Note 24 and Note 35(a).36. NOTES TO THE CASH FLOW STATEMENT(a) Reconciliation of cashFor the purposes of the Cash Flow Statement, cash and cash equivalents includes cash on hand, deposits at call with financialinstitutions and other highly liquid investments with short periods to maturity (three months or less) which are readily convertibleto known amounts of cash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.Cash and cash equivalents as at the end of the financial year as shown in the Cash Flow Statement is reconciled to the related itemsin the Balance Sheet as follows:ConsolidatedParent entity2008 2007 2008 2007$000 $000 $000 $000Cash at bank and on hand 119,617 85,202 7,842 597Short-term deposits 4,618 1,599 - -Shown as cash and cash equivalents on the balance sheet 124,235 86,801 7,842 597(b) Reconciliation of net profit after income tax to net cashprovided by operating activitiesNet profit after income tax 289,126 239,877 236,342 93,341Adjustments for non cash income andexpense items:Depreciation and amortisation 41,587 32,022 494 479(Profit)/loss on sale of non-current assets (5,736) (12,567) - 710Share of net (profit)/loss of associates and joint ventures accounted for usingequity method (2,687) (2,957) (762) (276)Employee benefits – share based payments 11,464 10,608 4,342 3,815Financial instruments (603) 255 - -Other - - 7 119Changes in assets and liabilities(Increase)/decrease in accounts receivable (28,271) (11,106) (333) 231(Increase)/decrease in net tax assets 26,968 33,853 14,896 20,750(Increase)/decrease in inventory (1,814) (932) - -(Increase)/decrease in prepayments and other assets 2,145 (1,878) - -(Increase)/decrease in intercompany balances - - (284,468) (118,714)Increase/(decrease) in payables and provisions 17,703 29,481 (8,581) (17,347)Increase/(decrease) in reserves (2,549) 4,315 (513) -Net cash and cash equivalents provided by operating activities 347,333 320,971 (38,576) (16,892)(c) Non cash transactionsThere were no material non cash transactions during the year.14-36Governance37-88Financials89-92Reports93-96Further InformationPAGE 81
Notes to the Financial Statements(d) Acquisition of businessesIn addition to the acquisition of subsidiaries as disclosed in note 30, the UMB Bank registry business and Machine Dreams Inc.business were acquired during the year ended 30 June 2008.2008$000The amounts of assets and liabilities acquired by major class are:Property, plant and equipment 104Other assets 176Intangible assets including goodwill on acquisition * 15,171Consideration paid and payable 15,451Less: consideration paid in prior periods /payable in future periods (1,999)Outflow of cash 13,452* Intangible asset valuations will be performed within 12 months of acquisition date.37. CONTINGENT LIABILITIESContingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:(a) Guarantees and IndemnitiesGuarantees and indemnities of US$750,000,000 (30 June 2007: AU$400,000,000) have been given to the consolidatedentity’s Australian Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd,Computershare Finance Company Pty Ltd, and Computershare US under a Multicurrency Revolving Facility Agreement dated18 March 2005 (please refer to note 21 for further detail).Bank guarantees of AU$520,000 (2007: AU$520,000) have been given in respect of facilities provided to Computershare ClearingPty Ltd. Bank guarantees of AU$497,713 (2007: AU$497,713) have been given in respect of facilities provided to ComputershareLtd. A bank guarantee of AU$500,000 (2007: AU$500,000) has been given in respect of facilities provided to Sepon AustraliaPty Ltd. A bank guarantee of AU$213,050 (2007: AU$259,835) has been given in respect of facilities provided to ComputershareInvestor Services Pty Ltd. A bank guarantee of AU$106,350 (2007: AU$106,350) has been given in respect of facilities provided toComputershare Communication Services Pty Ltd. A bank guarantee of AU$20,000 (2007: AUD $20,000) has been given in respectof facilities provided to Computershare Plan Managers Pty Ltd. A bank guarantee of AU$20,000 (2007: AUD$ nil) has been given inrespect of facilities provided to Computershare Share Plans.A performance guarantee of Rand 15,000,000 (2007: Rand 15,000,000) has been given by Computershare Limited (South Africa) toprovide security for the performance of obligations as a Central Securities Depositor Participant.Bank guarantees totalling CA$ nil (2007: CA$1,800,000) have been given by Computershare Trust Company of Canada andComputershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.Guarantees of US$3,436,943 (2007: US$5,844,006) have been given by Computershare US Services Inc. as security for healthcareadministration services in USA.Guarantees of Rand 565,000 (2007: Rand nil) have been given by Computershare South Africa (Pty) Ltd to provide for electricityservices.Guarantees of US$2,559,929 (2007: US$3,108,138) have been given by Computershare Investor Services LLC and ComputershareUS Services Inc. as security for bonds in respect of leased premises.A bank guarantee of HK$977,621 (2007: HK$977,621) has been given by Computershare Hong Kong Investor Services Limited assecurity for bonds in respect of leased premises.A bank guarantee of Rand 850,000 (2007: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security forbonds in respect of leased premises.Guarantees of EUR 3,263,000 have been given by Papa Lowe GmbH (Germany) as security for film promotion loans by Germangovernment.Guarantees of EUR 1,580,000 have been given by Am Schonberg GmbH (Germany) as security to creditors of the former owner ofAm Schonberg GmbHGuarantees of EUR 2,361,000 have been given by VEM Aktienbank AG (Germany) for redelivery liability from securities lending.Guarantees and indemnities of US$318,500,000 (2007: US$318,500,000) have been given to US Institutional Accredited Investorsby Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US andComputershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005.(b) Legal and Regulatory MattersDue to the nature of operations, certain commercial claims in the normal course of business have been made againstComputershare in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of theCompany, based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group toeventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in theGroup’s Financial Statements.PAGE 82 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 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
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 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?