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ANSELL LIMITED — Annual Report 2012
Sep 20, 2012
64385_rns_2012-09-20_3f551786-d295-465b-9c7e-089187548ddb.pdf
Annual Report
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Innovating for Growth Annual Report 2012
The Annual General Meeting will be held at the RACV Club, Level 17, 501 Bourke Street, Melbourne, on Monday 22 October 2012 at 10.00am. Details of the business of the meeting are contained in the Notice of Meeting that has been distributed to shareholders. Shareholders unable to attend the Annual General Meeting are encouraged to participate in the Company’s affairs by lodging your proxy using one of the methods outlined on the Proxy Form
Ansell Limited ABN 80 004 085 330
The United States dollar (US$) is the predominant global currency of our business transactions and the currency in which the global operations are managed. United States dollar values are included in this Report where appropriate. Unless otherwise stated, the values appearing in this Report are Australian dollars.
Contents
| About Ansell | 2 |
|---|---|
| Annual Results in Summary | 3 |
| Highlights | 4 |
| The World of Ansell | 6 |
| The Chairman and Chief Executive Ofcer’s Review | 8 |
| Corporate and Social Responsibility | 10 |
| Operational Structure | 12 |
| Medical | 14 |
| Industrial | 18 |
| Specialty Markets | 22 |
| Sexual Wellness | 26 |
| Review of Operations | 30 |
| Board of Directors | 34 |
| Executive Leadership Team | 36 |
| Three Year Summary | 38 |
| Corporate Governance Statement | 39 |
| Report of the Directors | 49 |
| Remuneration Report | 53 |
| Consolidated Income Statement | 70 |
| Consolidated Statement of Comprehensive Income | 71 |
| Consolidated Balance Sheet | 72 |
| Consolidated Statement of Changes in Equity | 73 |
| Consolidated Statement of Cash Flows | 75 |
| Notes to the Financial Statements | 76 |
| Directors’ Declaration | 119 |
| Independent Audit Report | 120 |
| Shareholders | 122 |
| Shareholder Information | 123 |
| Ansell Ofces | 124 |
AnseLL ANNUAL REPORT 2012
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ABoUt AnseLL
Vision
Ansell’s vision is to help create a world where people and products enjoy optimal protection against the risks to which they are exposed.
Mission
Ansell Protected
Innovative solutions for safety, well-being and peace of mind… no matter who or where you are.
Values
Integrity
We value doing what is right and ethical.
trustworthiness
We value acting with respect, fairness and dependability.
Agility
We value responsiveness to customers and each other, openness to change and flexibility.
Creativity We value inventiveness, innovation and new and divergent ways of thinking.
Passion
We value energy and excitement, commitment, drive and dedication.
Involvement
We value each team members’ input, influence and initiative.
teamwork
We value collaboration and a sense of partnership, sharing and caring.
excellence
We value a tenacious focus on results, accountability and goal achievement.
Company Profile
Ansell is a world leader in providing superior health and safety protection solutions that enhance human well-being. Ansell designs, develops and manufactures a wide range of protection solutions. Delivering quality solutions guaranteeing optimal protections levels has been Ansell’s underlying goal since its formation in 1905. With operations in North America, Latin America/Caribbean, EMEA and Asia, Ansell employs more than 10,000 people worldwide and holds leading positions in the personal protective equipment and medical gloves markets, as well as in the sexual health and well-being category worldwide. Ansell operates in four main business segments: Medical, Industrial, Specialty Markets, and Sexual Wellness. Information on Ansell and its products can be found at www.ansell.com
AnseLL ANNUAL REPORT 2012
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AnnUAL ResULts In sUMMARY
Highlights
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Three exciting acquisitions made during the year, Sandel Medical Industries, Shanghai Feidun Trading Company and Trelleborg Protective Products.
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Ansell’s global footprint, including its growing presence in Emerging Markets, proved highly resilient in a very difficult environment.
12%
Increase in EBIT in US$
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Sales in Emerging Markets represented 24 per cent of total sales, compared to 21 per cent in the previous year.
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EBIT of US$153.2 million was up 12 per cent on the previous year.
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Profit attributable to shareholders of US$133.0 million, a 9 per cent increase on the previous year.
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EPS was US101.4 cents, an increase of 11 per cent on the previous year.
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Balance sheet continues to strengthen and free cash flow remains very strong.
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FY2012 total dividend increased by 9 per cent to 35.5 cents per share.
| 2012 | 2011 | 2012 | 2011 | |
|---|---|---|---|---|
| $m | $m | US$m | US$m | |
| Sales | 1,218 | 1,220 | 1,255 | 1,207 |
| EBIT | 149 | 139 | 153 | 137 |
| Proft attributable | 130 | 123 | 133 | 122 |
| Total assets | 1,348 | 1,216 | 1,354 | 1,298 |
| Total funds employed | 776 | 666 | 779 | 711 |
| Total shareholders’ equity | 721 | 678 | 724 | 723 |
| % | % | % | % | |
| Return on average | ||||
| shareholders’ equity | 19.0 | 18.8 | 19.3 | 18.8 |
| Return on assets employed | 20.7 | 19.9 | 20.5 | 20.5 |
| ¢ | ¢ | ¢ | ¢ | |
| Earnings per share | 99.1 | 92.4 | 101.4 | 91.6 |
| Dividendper share | 35.5 | 33.0 |
new products
Important new product launches were made during the year and an outstanding pipeline exists of new products ready for release to the market.
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ActivArmr® flame resistant impact glove
VersaTouch™ cut GAMMEX® Sensoprene® protection glove Glove (Non-Latex Accelerator-Free)
ActivArmr® multipurpose glove
9% Increase in Profit Attributable in US$
11%
Increase in Earnings per Share in US$
8%
Increase in FY2012 dividend
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HyFlex® 11-518 glove
HyFlex® 11-644 glove
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SKYN® extra lubricated condoms
Ring bottle lubricant
AnseLL ANNUAL REPORT 2012
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HIGHLIGHts
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July 4
Acquisition of SANDEL Medical Industries LLC, a recognised leader in the development of staff and patient safety disposable products in the US. More than just the opportunity to broaden the Ansell portfolio, this heralds the birth of a new segment, Healthcare Safety Devices, within the Medical GBU. With this new segment, Ansell expands its offering to patients and healthcare workers. In addition to examination and surgical gloves, they can now choose from a wide range of safety products and devices.
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November 28
Purchase of a minority share in Yulex Corporation: a manufacturer of biopolymers derived from Guayule, a shrub grown in arid climates. The transaction gives Ansell exclusive access to a new source of natural, non-allergenic latex. Guayule has all of the advantages of Hevea Natural Rubber, without any of the possible allergic reactions. Guayule will complement Ansell synthetic petroleum-based latex rubber. Moreover, with this investment, Ansell has a direct involvement in the supply chain and can work on the co-development of new products and businesses.
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October 31
European launch campaign for the GAMMEX® Powder-Free glove with Antimicrobial Technology (AMT), one year after its introduction in Australia. This unique Ansell innovation is considered to be a significant technical breakthrough in bringing about a change from passive protection to active protection.
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December 23
Acquisition of a minority share in Lakeland Industries, Inc, a worldwide leader in safety clothing and accessories for the Industrial Personal Protective Equipment market.
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November 15
500 million pairs sold in the HyFlex® glove range: a historical milestone. The HyFlex® brand stands for advanced mechanical protection gloves. It is recognised as providing best-in-class comfort, protection and dexterity for industrial workers in high performance work environments worldwide.
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December 31
In the first half of FY2012, Emerging Market sales grew by 16 per cent and represented 24 per cent of total Ansell sales.
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January 23
Partnership with Koreca Industries – a leading hand protection specialist in South Korea. Partnering with Koreca Industries as the distributor of Ansell’s Industrial and Specialty Markets products significantly strengthens Ansell’s presence in the Korean Personal Protective Equipment market.
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April 17
Acquisition of Trelleborg’s Protective Products business, which provides Ansell with a wide range of adjacencies within the Personal Protective Equipment segment. Trelleborg Protective Products delivers high end chemical protective suits, professional dry diving suit escape hoods, medical patient care and tents/ shelters to the Industrial and Specialty Market segments in which Ansell is also active. With this investment, Ansell broadens its portfolio and its distribution channels towards this customer base.
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February 14
Global marketing campaign for SKYN® condoms launched, leveraging TV, billboards, web and social media, positioning it as the condom that ‘Changes Everything’. SKYN® is available in 23 countries worldwide.
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April 27
Ansell selected as the supplier of combat gloves to the Australian Defence Force (ADF). Ansell will provide ActivArmr™ Combat gloves for the next three years, enabling the ADF to protect personnel at home and abroad. Ansell is a leading supplier of tactical and utility hand protection products to defence forces and peacekeeping operations worldwide.
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March 26
Ansell commences the global roll-out of its SANDEL healthcare safety devices in Europe, with launches in Australia and New Zealand to follow thereafter. The launch in Europe is a first step in building a global position in healthcare safety devices and complements Ansell’s leading portfolio of hand-protection solutions.
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June 30
Ansell launches the HyFlex® 11-518, the world’s first ultra-light cut-resistant glove. Building on Ansell’s Grip Technology™, the HyFlex® 11-518 glove brings the mechanical protection properties associated with heavier duty gloves to a remarkably comfortable, cut-resistant and multipurpose glove.
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tHe WoRLd of AnseLL
Global capabilities in marketing, manufacturing and product innovation.
A unique, efficient and effective operation across borders, cultures and time zones.
A structure as diverse as our philosophy.
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Ansell Global Locations
Manufacturing & Packaging sales & Marketing offices Research & development facilities 18 Melbourne Australia 3 Shah Alam Malaysia 1 Kedah Malaysia 12 Sao Paulo Brazil 13 Bermudez Mexico 2 Melaka Malaysia 19 Brussels Belgium 14 Salvarcar Mexico 12 3 Shah Alam Malaysia 20 Cowansville Canada 9 Colombo Sri Lanka 4 Wuhan China 21 Shanghai China 5 Bangkok Thailand 5 Bangkok Thailand 4 Wuhan China 6 Surat Thani Thailand 6 Surat Thani Thailand 22 Cergy France 34 Clemson United States 7 Aurangabad India 23 Hong Kong 8 Bangalore India 24 Tokyo Japan 9 Colombo Sri Lanka 3 Shah Alam Malaysia Corporate Headquaters 10 Taurage Lithuania 25 Moscow Russia 32 Iselin United States 11 Tamworth United Kingdom 5 Bangkok Thailand 12 Sao Paulo Brazil 26 Dubai United Arab 13 Bermudez Mexico Emirates 14 Salvacar Mexico 27 Sandiago de Querétaro Mexico 15 McDermott United States 28 Krakow Poland 16 Eupora United States 29 Trelleborg Sweden 17 Waynesboro United States 30 Singapore 31 Seoul South Korea 32 Iselin United States 33 Chatsworth United States
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Diversity is an integral part of every facet of Ansell’s operations – it means more than just the diverse backgrounds, nationality, ages, religions or ethnicity of our workforce of over 10,000 people employed in our facilities spread over 42 countries. Our diversity is reflected in such areas as the location and function
of our manufacturing facilities, the materials and sources of the materials used in our manufacturing processes, the products made in our manufacturing facilities, and the way we take those products to market. It is also seen in the hugely diverse range of products, product applications, distribution channels and
geographic markets across each of our global business units. Our ability to manage and capitalise on the diversity within our businesses is a strength of Ansell, and one of the foundations for our continuing success.
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tHe CHAIRMAn’s And CHIef exeCUtIVe offICeR’s ReVIeW
We are pleased to present the Ansell Limited Annual Report for 2012. This has been a year characterised by some real successes and areas of great challenge as we continued to build our global portfolio of businesses. With 93 per cent of sales outside of Australia, we manage global operations in US dollars and hedge to protect and deliver our US dollar results. In the 2012 financial year, your Company produced strong US dollar results with double digit increases in earnings before interest and tax (EBIT) and earnings per share (EPS) evidencing Ansell’s continuing focus on creating shareholder value. Ansell’s global footprint, including our growing presence in Emerging Markets, makes us highly resilient in very difficult environments.
Year in Review
Sales for the year increased 4 per cent with Sexual Wellness and Industrial businesses producing high single digit growth, and the Specialty Markets and Medical businesses being more or less flat as they both shed lower margin revenue as part of our mix improvement plans. Ansell’s 12 per cent increase in EBIT came from volume growth, a better sales mix, and pricing – offset by higher input costs and extra ERP implementation costs. Sexual Wellness was the outstanding contributor with EBIT up 52 per cent while Specialty Markets was up 188 per cent on a low comparative year.
Significant investment continued to be made in additional sales positions and field infrastructure, higher marketing spending, increased spending on new product development and investment to improve the effectiveness of our manufacturing operations.
Profit Attributable to shareholders for the 2012 financial year was US$133.0 million compared with the previous year of US$121.7 million, an increase of 9 per cent. EPS was US101.4¢, up 11 per cent on the previous year
Ansell maintains its investment grade balance sheet and financial metrics that gives us the flexibility to pursue new opportunities in our existing business portfolios as they arise, make acquisitions, pay dividends or buy back its shares as considered appropriate.
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Magnus R Nicolin, Chief Executive Officer
dividend
A final dividend of 20.5 cents per share, payable on 21 September 2012, took total dividends for the year to 35.5 cents per share, which represents an increase of 8 per cent on the previous year. Ansell’s dividends are unfranked as most of the Group’s earnings are generated outside of Australia and the Company therefore does not accumulate sufficient franking credits to enable dividends to be franked.
Capital Management and Returns to shareholders
In the 2003 financial year, Ansell initiated a balanced capital management program. The strategy of this program is to return excess funds to shareholders via dividends and share buy-backs. This program was continued in the 2012 financial year with a further $77.5 million, being returned to shareholders comprising share buy-backs of $32.6 million and dividends of $44.9 million. Since the 2003 financial year $929.8 million has been returned to shareholders comprising share buy-backs of $613.8 million and dividends of $316 million. While we executed on the buyback in the first half of 2012, we decided to stop further buy-backs in the 2nd half when our concerted effort to define attractive acquisition opportunities started to yield a very strong list of attractive targets. This later resulted in the acquisition of Ansell Protective Solutions, advanced clothing solutions for the chemical, military and first responder markets in May 2012 and the announcement of the acquisition of the Comasec gloves business in August 2012.
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Peter L Barnes, Chairman
Business Process Improvement
In 2009 Ansell signed contracts for the purchase and implementation of a new Enterprise Resource Planning (ERP) system. The new system will standardise, simplify and automate the Company’s business processes, provide greater ability to leverage our infrastructure and transform the way Ansell operates ensuring that the Company will be better positioned to realise its long term growth strategies. The roll-out of our new ERP system began in North America in July 2011, but experienced design and interface issues that resulted in an adverse financial impact and a delay in the phased global implementation. The major systems stability issues have been rectified and initiatives to optimise system performance are continuing and users of the new system are now seeing much better overall performance. Once the benefits that will come from the new system are being delivered in the North America region we will continue with the global roll-out.
Growth strategies
At Ansell we have seven (7) strategies we are pursuing for accelerated growth and strong shareholder value creation:
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Operate as a fully global company with focus on four businesses (GBUs) and four regions; within these, target defined verticals and geographies based on clear attractiveness criteria.
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Accelerate innovation through an improved structure, a better process, increased funding and the formation of teams focused on break-through innovation.
8 AnseLL ANNUAL REPORT 2012
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Integrate manufacturing and sourcing to improve speed and effectiveness of make versus buy decision making while strengthening manufacturing and sourcing practices through a very substantial commitment to LEAN.
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Implement best marketing practices and build the Ansell franchise as well as our core product brands of HyFlex®, GAMMEX®, ActivArmr® and SKYN®.
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Accelerate development of our position in Emerging Markets by expanding sales coverage, adapting products and building locally relevant skills.
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Streamline and strengthen our core processes, practices and functions, then automate through the implementation of the new ERP system.
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Leverage the strong balance sheet and substantial free cash flow to selectively invest in organic growth and attractive acquisitions and investment opportunities.
Comasec sAs Acquisition
On August 7, Ansell announced an agreement to acquire Comasec SAS and its subsidiaries for a (cash-free, debt-free) purchase price of EUR101.5 million ($118 million), which is being funded out of Ansell’s available cash and credit facilities. This is Ansell’s largest acquisition for many years.
Comasec is a privately owned French group with sales of around EUR100 million (around $124 million), manufacturing operations in Portugal and Malaysia and over 1200 employees globally. Comasec is a mainly European player and specialises in gloves for chemical protection, food handling, cut protection, mechanical protection, dry box and thermal protection. Major brands are Comasec®, Marigold®, and Marigold Industrial®.
We are also pleased to welcome as a Director, John Bevan whose appointment was announced in July of this year. John’s background and international experience in developing markets will complement the existing skills and business experience of our Board as we pursue our global growth objectives.
Ansell’s People
We have a committed workforce of over 10,000 spread across 36 countries dedicated to the manufacture, marketing and distribution of our products all around the world. We know that the men and women of Ansell are critical to our success. Our global footprint means that, 24 hours a day, 7 days a week in some time zone around the world, a part of the Ansell team, whether it be in sales, marketing, manufacturing, or other functional areas, will be working on your behalf.
diversity
It is very pleasing to be able to report that significant progress has been made in realising the benefits of these growth strategies with the four GBU’s and matrix operating structure firmly established and fully functional, the integration of manufacturing and sourcing delivering significant productivity improvements, the branding strategy resulting in better focus behind the top brands, the investment in Emerging Markets resulting in these markets growing on average 25 per cent per annum for the last two years and the significant investments in capital expenditure, innovation and market development resulting in faster growth organically and finally increasing frequency on identifying and closing on accretive acquisitions.
Business development
We made three exciting acquisitions this year; SANDEL Medical, Shanghai Feidun and Trelleborg Protective Products. SANDEL Medical has been with us for a year now, its surgical safety products are being rolled out globally and the EBIT performance is ahead of expectations. Shanghai Feidun provides better control of condom distribution in the Shanghai area and is also performing as expected. Finally, Ansell Protective Solutions (renamed from Trelleborg) is being rapidly integrated and leveraged to strengthen our position in the first responders and military verticals.
Ansell is committed to a diverse global work force which will enable us to attract and retain a diverse team of talented people and will encourage greater innovation and better business results. Our commitment to a diverse work force is reflected in the progress made in the gender diversity in our leadership teams (including two levels from CEO) which increased from 16 per cent in 2010 to 22 per cent by the end of the 2012 financial year. Our overall employee population is well gender diverse with 49 per cent of our employees being male, 51 per cent being female.
Board Changes
The Board has a general policy that Non-Executive Directors should not serve for a period exceeding 12 years, therefore after 11 years of service Peter Barnes has advised the Board that he will not seek re-election at the 2012 Annual General Meeting and will retire as a Director of the Company and the Chairman of the Board following the Annual General Meeting on 22 October 2012. In a process chaired by L Dale Crandall, a senior Director, the Board has elected Mr Glenn Barnes who was appointed Deputy Chairman in June of this year to succeed Peter as Chairman of the Company.
The Board recognises that the results for the 2012 financial year could not have been achieved without the considerable efforts and commitment of the men and women of Ansell around the world, and we extend our sincere thanks to all.
outlook
The Company’s clear objective is to continue its profitable expansion both organically and by using the strength of its balance sheet to create further shareholder value.
In a difficult global economic environment, Ansell continues to see opportunities to grow both by acquisition and organically, especially in Emerging Markets where the Company now makes almost a quarter of its revenue, execute acquisition opportunities and continue to reshape itself into a more agile and growth oriented competitor.
As at the date of this report, we are encouraged by the sales and profit momentum that has been carried into the 2013 financial year, we are also pleased to note that we have received all approvals to close the Comasec deal by October and we are finally seeing good results from many of our new product launches.
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CoRPoRAte And soCIAL ResPonsIBILItY
People
Corporate responsibility is inherent to Ansell’s culture. The Company is committed to conducting its operations in a responsible, ethical and sustainable manner. “Everyone with whom we deal – employees, customers, suppliers, shareholders and communities – is entitled to feel confident that Ansell and its people act with honesty and fairness.”
Ansell employs some 10,000 diverse and motivated people spread over 42 countries. Diversity – in terms of gender, age or ethnicity – is always a priority when attracting and developing talent at all levels.
Health and safety
A healthy and safe work environment is a prerequisite to having a satisfied and motivated workforce. Ansell therefore has in place health and safety management systems that are in compliance with government standards and industry best practices.
Ansell strives to implement a safety culture that influences safe behaviour and corrects unsafe acts and conditions before accidents occur. Ansell’s long term focus on safety in the workplace has led to ongoing performance improvement. Today, injury and illness statistics are well within the range of world class performance.
Global HR processes reinforced
Following the changeover to a Global Business Unit (GBU) structure, the need for global HR processes and systems was critical. In FY2012, Ansell laid the foundation to support the growth strategy for the coming years by implementing a common platform for grading positions globally in a consistent manner and to provide career ladders. This foundation facilitates attracting, developing and retaining talent for our global organisation and will ease the integration of acquired companies.
Moreover, a globally consistent and transparent performance management process was defined. The link between performance and reward was strengthened.
In order to prepare and facilitate these many changes, the HR function appointed HR business partners for the GBUs, regions and functions. These HR business partners and management are responsible for implementing, together with their customers, all global HR processes. We continue to focus on employee development and training through a defined talent management process and a strengthened learning curriculum.
People development a focus area
A global training program, ‘Succeeding in a Matrix’, which was designed to provide employees with the tools to work more effectively in a global matrix organisation, was implemented. In addition, webinars and face-to-face training programs were used as a means to train managers in employee retention, development, performance management and communication. These initiatives complemented the many local actions undertaken for the purpose of employee development.
Planet
Ansell is committed to protecting the environment and minimising any environmental impact of its operations.
environmental Management system remains on high level
Ansell’s Environmental Management System and policies are based on the ISO 14000 standards for environmental management. All major Ansell facilities are ISO 14001:2004 certified. Thanks to the operations team’s ongoing efforts in assessing the latest technologies in
environmentally friendly manufacturing, absorption chillers (in Kedah) and a second biomass boiler (in Bangkok) were successfully installed to help reduce our carbon footprint.
Ansell also optimised the use of raw materials. Worth noting is the latex initiative – this helped us reassess how to manage every drop of this precious commodity from receipt to final product, and has already resulted in significant savings.
In the eight year period from 2004 to 2012, CO₂ emissions have been reduced by 40 per cent across all of Ansell’s manufacturing facilities and further reductions are targeted for the period 2013 to 2015.
Manufacturing boosted by Lean transformation Project
In August 2011, a lean transformation project started within the Ansell manufacturing facilities to improve processes, reduce waste and cut costs. Not only will this project result in higher efficiencies, it will also greatly reduce all forms of waste in our manufacturing processes. The first round of lean initiatives that have been implemented have had a much shorter payback time than expected.
This lean transformation effort will have a positive impact – in the next three to five years – on our customer service, our assets and our demand for raw materials, as well as on our cycle times. It is also a great forum to foster faster replication of best practices between manufacturing facilities. In addition, we expect our lean strategy to further improve our culture: it will become a way of doing our work, allowing us to consistently deliver superior quality products globally and on time, to be even more cost-efficient, while upholding uncompromising ethics and integrity.
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• Ansell donated approximately 19 pallets of surgical and examination gloves, sterile surgical instruments and masks to ‘Konvoi der Hoffnung’ – an independent German charity organisation working in many countries in Africa.
Communities
Ansell is committed to a number of sustainable and practical initiatives that are designed to make a positive and lasting contribution to the community in general.
- Ansell Medical North America shipped examination and surgical gloves to Haiti to help stop the outbreak of cholera. In Haiti we work in close consultation with Direct Relief International.
One of these initiatives is AnsellCares, a program designed to educate and raise awareness among professional healthcare workers in the identification and prevention of occupational diseases and infection transmission in order to promote a safer working and living environment for patients and healthcare workers alike.
- 10 Ansell Australia workers contributed to ‘Habitat for Humanity’ in Cambodia: they built houses to support Cambodian families affected by HIV/AIDS and each raised A$5,000 to fund the program.
In addition to this long term program, every year Ansell takes part in a wide range of global and local projects and initiatives.
40% Reduction in CO2 emissions since 2004.
Focus on water recycling and waste reduction
People development a focus area
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Pallet of Ansell gloves being received by Konvoi der Hoffnung.
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Ansell volunteers at the Habitat for Humanity building site in Cambodia.
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oPeRAtIonAL stRUCtURe
Ansell is organised around four Global Business Units (GBU). Each GBU services unique and different markets, but all four have one common goal: they focus on protection, comfort and quality, combined with a neverending quest for innovation.
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MedICAL GBU
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IndUstRIAL GBU
Accounts for 28 per cent of revenue and 24 per cent of segment EBIT. It is organised in three segments. Surgical and exam gloves are the historical base business of this GBU. Healthcare Safety Devices cover a wider range of perioperative safety devices that enhance protection for healthcare workers and patients. Active Infection Protection is a new segment that today only encompasses gloves, but will be expanded to a wider portfolio with active infection protection technology.
Accounts for 40 per cent of revenue and 51 per cent of segment EBIT. It provides hand and upper arm, and body protective solutions for a wide range of industrial applications. The Industrial GBU is organised around vertical market segments such as automotive, machinery and equipment, chemical and life sciences.
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sPeCIALtY MARKets GBU
Accounting for 14 per cent of revenue and 4 per cent of segment EBIT. It is the youngest of Ansell’s GBUs. It provides high performance application-specific gloves for highly demanding environments. Through this effort, Ansell is set to maintain its leading position as an industry innovator.
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sexUAL WeLLness GBU
Accounts for 18 per cent of revenue and 21 per cent of segment EBIT. It provides consumers worldwide with high quality condoms, lubricants and vibrating devices. This GBU also supplies many major government and social marketing organisations’ global contracts and a number of non Ansell condom brands in selected markets.
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MedICAL
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Introduction
In FY2012 the Medical GBU began a transformational journey with the aim of becoming a best-in-class medical device company.
Next to the historical core business of surgical and exam gloves, two new business segments were created in support of our strategy to expand into perioperative safety applications.
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The Healthcare Safety Devices Segment was created after the acquisition and integration of SANDEL Medical Industries which moves Ansell beyond just gloves and offers a wide portfolio of disposable products enhancing the safety of patients and healthcare workers in perioperative areas.
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The Active Infection Prevention Segment aims to provide our customers innovative active infection protection devices. The growing risk of infection to healthcare providers and patients has created a need to identify medical device solutions
to ensure infection prevention. Hospital acquired infections and surgical site infections are not only devastating to patients, but the treatment of these infections adds significant costs to the healthcare system.
Once it had redefined its primary segments, the Medical GBU began work to develop a wider portfolio, continued its investment in Research & Development, began expanding the clinical expertise of its sales force, and added a Professional Education & Clinical Affairs team.
Market trends
Market conditions in the Healthcare segment continue to be challenging across the globe. Certainly, the rising costs of healthcare, combined with significant budgetary constraints throughout major world markets, and the ongoing fluctuations in raw materials such as natural rubber latex, are some of the contributing factors. Ansell broadened its portfolio in both
developing and Emerging Markets in order to present customers with a wide choice of solutions.
Another key market trend in this sector is the acceleration of the conversion from natural rubber latex to synthetic materials. Despite the higher cost of the latter, customers in mature markets mainly – North America and Northern Europe – are opting for full conversion, most of the time from natural rubber latex to polyisoprene.
In the medical world an ever increasing number of regulatory and legislative requirements are imposed on both patients and staff. In the US, for example, the World Health Organisation outlined regulations on the prevention of sharp injuries in the hospital and healthcare sector, called ‘Sharp Safety’. Healthcare workers at risk of injury are required to utilise personal protective equipment and available medical devices that aid in creating a safer work environment.
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An area of ever increasing importance is dealing with hospital acquired infections (HAI). Faced with rising costs and negative image awareness, clinics and hospitals are becoming more and more cautious about the risks of patients contracting a HAIs. Since the average cost of an HAI ranges between US$30,000 and US$50,000, the problem is driving the demand for infection management solutions. Ansell is developing solutions that will help customers address this growing clinical and economic need.
strategy and Highlights
Redefining the traditional business
With its GAMMEX®, ENCORE®, MEDI-GRIP® surgical gloves and MICRO-TOUCH® examination gloves, Ansell enjoys a clear leadership position in several key markets. Thanks to a wide range of products and a growing clinically differentiated portfolio for surgical applications, this segment is and will continue to be its core business.
In FY2012, Ansell managed to build on its strong brands and its current leadership position in surgical. Yet, the environment was challenging: sales of examination gloves dropped as a result of the repeated price increases that were implemented to offset significant turbulences in raw material prices. For non rubber latex based products especially, major price adjustments had to be made. Moreover, given that exam gloves are by in large considered commodity purchases, price erosion is accelerating.
Ansell decided to answer that threat with investments in high-potential, new product developments and by diversifying the product mix into some specialty areas. Moreover, Ansell seized opportunities for expansion in mature and developing countries.
the acquisition of sAndeL: the birth of a second segment
SANDEL, acquired by Ansell in FY2012, offers healthcare customers the necessary solutions to comply with ‘Sharp Safety’. In FY2013, the 2010/32/EU Directive will
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take effect. In Europe too, healthcare workers will have to abide by the ‘Sharp Safety’ regulations. The SANDEL portfolio includes more than 100 innovative products, covering six key product categories: sharps safety, ergonomic safety, medication handling and specimen handling, safety kits and safety products/ correct site markers for patients. This portfolio enables Ansell to offer hospitals and ambulatory surgical centers costeffective solutions for the enhanced environmental safety of patients and staff and to comply with the ever increasing regulatory and legislative requirements. In FY2012, Ansell launched the SANDEL portfolio in the Europe, Middle East and Africa and Asia Pacific regions with positive acceptance from Operation Room clinicians.
as it heralds a change from passive to active protection in surgical gloves. In FY2012, it was launched in Europe registered as a Class III medical device, a first for a surgical glove.
This success also prompted Ansell to build upon the acquired knowhow to launch a differentiated portfolio of active protective tools. The brand new segment created for this purpose was called Active Infection Prevention (AIP). It will focus on bringing solutions in antimicrobial products that will help manage – and ultimately reduce – the risk of infection to healthcare providers and patients.
Building a team for future growth
Ansell drove transformation in the organisational structure to focus across all three segments, and to enable rapid growth in these areas in the coming years. Moreover, the Company has now taken the appropriate steps to build and leverage a strong team of professionals across all regions it operates in.
A new technology and the birth of a third segment
The GAMMEX® powder-free glove with Antimicrobial Technology was introduced in FY2011. It is the first surgical glove ever introduced to the market to incorporate a proprietary antimicrobial coating. This provides surgical staff with an additional level of protection against viruses and bacteria, in the event of a breach during surgery. Its active antimicrobial layer contains chlorhexidine gluconate. This proprietary technology can provide ongoing antiviral and antibacterial protection against HIV, hepatitis C and infectious bacteria. Ever since its introduction in Australia, this unique innovation has received overall industry acclaim and is considered to be a significant technical breakthrough
Additionally, a Professional Education & Clinical Affairs team was created. This important organisational competency will enable the Company to better serve the needs of its customers and internal resources. In FY2012, the team started by educating and training sales staff and developing a suitable course program for all sales representatives.
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MedICAL CONTINUED
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Innovations in 2012
The GAMMEX® Non Latex family saw two important additions in FY2012. On the polyisoprene front first, Ansell made new strides in the overall users’ skin health protection. While most polyisoprene gloves still contain irritant components, our new formula has eliminated guanidine derivatives, known to trigger skin irritations. Operating room users have responded positively to this development and new shares were gained in western Europe. We are now actively promoting this new formula in other parts of the world.
Continuing our quest for safer solutions, Ansell has also introduced a new GAMMEX® Non Latex glove with an exclusive and proprietary Sensoprene® formulation. Customers can now enjoy the most advanced allergen-free glove. The Sensoprene® glove formulation is available across our European and Asia Pacific regions and will launch soon in North America.
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In the area of infection protection, and as a basis for future innovation, Ansell began a retrospective study focused on identifying HAIs and likely root causes in hospital systems. The study involved nearly 80,000 patient records, focused on over 2,800 recorded HAIs (only 3.3 per cent versus a norm that is estimated to be 2 to 3 times higher). This study allows Ansell to correlate HAIs patient demographics, health condition, medical procedure and location in hospital to the likelihood of contracting an HAI and incurring an additional average treatment cost. The clinically derived data and intelligence will be central to the launch of clinically relevant products in the AIP segment, which will be developing targeted prevention methods in order to reduce HAIs. New AIP products will reach the market in early FY2013, and a solid line-up of next generation AIP products is under development that will offer clinically proven effectiveness.
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A new business segment – Active Infection Prevention – was created to launch a differentiated portfolio of active infection protection solutions.
IndUstRIAL
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Introduction
The Industrial GBU represents the largest business unit at Ansell. It is organised in key vertical markets targeted at specific industrial business sectors and respective end-users. For each of these markets, it offers workers specific hand protection solutions for mechanical risk protection, chemical and liquid risk protection, and overall product protection.
In spite of headwinds in mature markets such as Europe (foreign exchange, economic slow down) and North America (new ERP implementation), the Industrial GBU achieved a 7 per cent year over year sales growth. In some key Emerging Markets, such as China, Brazil and Russia, the Industrial GBU continues to achieve double digit sales growth in FY2012.
Sales capabilities were expanded in Latin America, China and other key markets. In South Korea, we signed a partnership with Koreca Industry Co – a leading hand protection specialist – as a Korean distributor for Industrial as well as Specialty Markets.
Market trends
Industrial health and safety awareness remains a global concern. At the same time, government regulations continue to raise worker safety standards.
These developments, in turn, are fuelling the need for training and knowledge in the field of Personal Protection Equipment. Here, Ansell is making a difference with its customer intimacy program, Guardian, which allows the Company to offer optimisation plans aimed at making workers safer and companies more productive.
Changing workforce demographics along with more educated workers and safety managers are increasing the demand for innovation to offer best-in-class products that address unmet user needs.
Prices of raw materials remain challenging. Ansell mitigated raw material costs increases through flexible pricing, complexity reduction, waste reduction, operating efficiencies and investment in more efficient manufacturing processes.
strategy and highlights
Brands did well – and celebrated
Core brands – HyFlex®, AlphaTec® and TouchNTuff® – recorded double digit sales growth, showing that the global brand architecture initiated in FY2011 coupled with a stronger emphasis on product leadership is proving successful. Aligning the brand and vertical business strategies made it possible to accelerate Industrial GBU product development capabilities that reinforce our global leadership position and deliver a differentiated brand experience.
HyFlex® brand is currently the world’s best selling mechanical protection glove. Workers around the world are wearing the product daily in a wide variety of industries and applications. Since its inception, the original vision for the HyFlex® brand – to empower workers with gloves that provide an ideal balance of safety, comfort and performance – has never wavered. In 15 years, HyFlex® has gained critical recognition and increased its market share because of its winning
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combination of ergonomic design, comfort and superior mechanical and protection properties. Today, the HyFlex® range encompasses a comprehensive range of duty, performance and protection levels. Its world leading patented Zonz™ Knit Technology, Ansell Grip Technology, and Intercept Yarn Technology reflect a legacy of innovation.
Vertical Markets focus
The Industral GBU is organised around vertical market segments such as automotive, machinery and equipment, metal fabrication, chemical and life sciences. This strong vertical focus and knowledge has allowed the Industral GBU to provide the regional teams with specific educational and commercial tools. This focus has enabled a closer alignment between the regional and GBU teams resulting in the exchange of best practices, product cross fertilisation, and key accounts penetration between regions.
Increasing the new Product development Pipeline
The Industrial GBU reinforced product leadership as a central theme for FY2012. A comprehensive strategy aimed at better alignment of research and development, innovation, manufacturing, supply chain excellence and improved product development process is now in place.
On the Research & Development front, we launched a new Technology Center in Colombo, Sri Lanka, which will feature new pilot lines and rapid prototyping capabilities. Here Research & Development activities and resources will be centralised to accelerate new product development and leverage innovation platforms.
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IndUstRIAL CONTINUED
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new products
In FY2012 we launched HyFlex® 11-518: the first-to-market ultra light weight glove, offering medium cut protection. Featuring exclusive to Ansell innovative new high performance yarn, our new glove will offer our customers a unique combination of comfort and protection for primarily dry fine assembly applications. Based on this new technology the Industrial GBU is well positioned to bring other new to market solutions in the coming years.
The Industrial GBU marketing team, Research & Development and the Advanced Concepts Technology group work hand in hand on future innovations based on latest material science and user needs.
optimising operations to meet the growing demands of the unit
The Industrial GBU’s manufacturing and outsourcing capabilities are integral to our strategy. Supporting the new Industrial GBU focus on product leadership requires the implementation of world class product quality management and supply chain excellence practices.
Implementation of continuous improvement programs
The brand team has initiated efforts to further simplify the product portfolio and harmonise our legacy brands. In addition, product quality management was given further consideration and a dedicated team is in place to work closely with operations to manage quality initiatives in a systematic fashion. These programs – run in close collaboration with Quality, Sourcing & Operations – were followed by the implementation of a continuous improvement program in the manufacturing and supply chain processes, directly managing investments and costs.
Ambitious expectations
The Industrial GBU is determined to drive growth by accelerating differentiated new product development, focusing on Emerging Markets, penetrating high growth potential market segments, and acquiring and developing market share. Additionally, the Industrial GBU will prioritise M&A activities to accelerate these objectives.
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Ansell Guardian® consulting services are used to support new product development efforts – an important source of global differentiation and growth for the industrial business. More and more of Ansell’s customers are taking advantage of Ansell Guardian® and its unique ability to maximise their return on investment (ROI) in personal protective equipment. Additional enhancements and deeper expansion across verticals and geographies are planned for the coming year.
Focusing on these areas will reduce complexities, strengthen our ability to deliver new products and improve speed-to-market capabilities.
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The HyFlex® brand is currently the world’s best selling mechanical protection glove.
sPeCIALtY MARKets
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Introduction
The Specialty Markets GBU was formed in mid 2010 to target large, attractive global verticals which were either new for Ansell or where its market share was low and growth potential high. Work environments in these verticals often differ from those traditionally targeted by Ansell’s Industrial occupational business and require more specialised – and often more rigorous – protection solutions. Buying preferences and channels may also differ requiring unique go-to-market strategies, product innovations and selling approaches.
The Specialty Markets GBU concentrates on hand protection and clothing solutions for the following verticals:
Occupational protection
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Construction
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Oil and gas and mining
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Military and emergency responders
End users in these targeted verticals seek specialised solutions tailored to their particular work tasks and safety risks. Products must offer an optimised balance of in-use performance, taskspecific protection, and aesthetically appealing designs closely aligned with the specialty user’s work environment.
The Specialty Markets GBU targets these specialty needs and delivers differentiated solutions through extensive end user and applications knowledge, product leadership and innovation, and successful leveraging of Ansell’s 100 plus years of global experience and expertise in professional worker safety. With its acquisition of Trelleborg Protective Products (renamed Ansell Protective Solutions), the business expanded its portfolio of products to include high end chemical protective clothing and significantly increased its share in the global military and first responder markets.
Market trends
Growing safety awareness and education, increased safety regulation and enforcement by both governments and multinational companies, and more product standardisation and specification development are all positive global trends that support increased demand and growth in Specialty Markets verticals. Moreover, growing user sophistication and knowledge about workplace risks and protection solutions (especially in Emerging Markets) increase the demand for more reliable, higher quality, branded products such as those offered by Ansell.
Vertical specific trends vary by geography and industry. Some of the more positive vertical trends for Specialty Markets include:
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Global infrastructure investment and development is fueling growth in many construction sub-markets and geographies (e.g. mining industry in Australia).
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Food and agriculture
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Automotive after market
Consumer protection
- Do-it-yourself
In FY2012, the Specialty Markets GBU continued to execute on business development objectives and to build its new product, market and operational capabilities.
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Oil and gas extraction is expanding globally at a rapid pace in many developed and Emerging Markets. New drilling technologies, for example, are driving a resurgence of the US petrochemical market and creating new jobs.
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Agriculture and food processing continue to expand in Emerging Markets with more workers in need of more advanced safety protection. Brazil, for example, is one of the world’s most dynamic agricultural markets, accounting for one fifth of global food production and rapidly expanding.
Negative trends for the business include a softening of EMEA economies, reduction in US military deployment and spend, and continued weak building and construction markets in many (but not all) regions of the world. Despite these challenges, Ansell sees significant opportunities to grow its Specialty Markets business by increasing share, driving innovation and new products, capitalising on Emerging Markets, and leveraging its strength in local sales and service capabilities.
strategy and Highlights
The Specialty Markets GBU consists of businesses in different phases of development ranging from market expansion (military, construction, oil and gas) to new market entry (first responders, do-it-yourself) to portfolio optimisation and restaging (food processing, consumer household gloves). Emphasis is on building new brands, developing new product portfolios, and entering new geographies.
Innovation
The Specialty Markets GBU seeks market leadership in target verticals by focusing on its end-users and innovating across all dimensions of its business model. New product development is a major strategic priority with the goal of delivering highly differentiated, best-inclass product solutions for its Verticals. The new product development process
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is grounded in a deep understanding of customers needs through extensive market research, leveraging of Ansell’s broad-based field sales teams, and targeted refinement and application of Ansell Guardian®.
FY2012 was a strong year for new product introductions. A new innovative range of ActivArmr® task-specific gloves was launched for the global construction market. The six products utilise a unique ‘knit-dip-strategic sew on design’ and are tailored to the specific needs and applications of construction tradesman. In the military vertical, the new ActivArmr® Cold Weather Combat glove was launched and a major multi-year contract secured with the Australian Defense Force. For food processing, the new VersaTouch™ 3 mil and 8 mil nitrile gloves were successfully launched and are quickly gaining traction. Finally, in the chemical clothing protection area, Ansell Protective Solutions (APS) (acquisition of Trelleborg Protective Products) launched one of the lightest and most chemically protective dry-diving suits available called the Viking® HAZTECH. Additionally, APS has been awarded two US patents for their top-ofthe-line Trellchem Chemical Suit material, further solidifying it as the premier chemical suit provider in the world.
A strong and exciting pipeline of new products is being targeted for launch in FY2013 and will be aggressively marketed under the GBU’s three core brand platforms.
The Specialty Markets GBU rapidly advanced its new product pipeline during the year and commercialised nine new differentiated products for the construction, do-it-yourself, military and food verticals. Its three core brand platforms (ActivArmr®, ProjeX®, VersaTouch™) were finalised and launched, Vertical product portfolios targeted and simplified, and new in-house manufacturing capabilities developed and implemented to produce new Specialty Market products.
optimisation
On-going refinement of product and brand portfolios, SKU rationalisation and operational supply chain optimisation are fundamental to the growth and profit strategy of the Specialty Markets GBU. In FY2012, the business began to restage and revitalise efforts in the food vertical by realigning its product portfolio under the single core brand VersaTouch™. Building on over 30 years of experience in the food industry, the GBU is focusing on and marketing VersaTouch™ as a simplified best-in-class portfolio of protection products for a wide range of food related applications and end users. The rebranding effort began with launch of a new range of 3 mil single use gloves (VersaTouch™ 92-200, 92-210 and 92-205) designed to deliver longer wear, resist tears, and provide better grip.
Across the broader business, the GBU reduced complexity and improved overall efficiency by rationalising over 17 per cent of its total SKU’s during the year. In FY2103, there are plans to further reduce SKU’s as new generation products are introduced and the portfolios for each of the target verticals are optimised.
To support its growth charter, the businesses also made significant strides in optimising its global supply chain and in-house manufacturing capabilities at Ansell’s Perry de Mexico facility. Plans are in place to reduce both manufacturing lead times and product production costs in the coming fiscal year. New processes and automation capabilities will further enhance the GBU’s ability to deliver new products rapidly and cost effectively.
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sPeCIALtY MARKets CONTINUED
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expansion
Ongoing development of the construction vertical and its professional user-driven product portfolio has also enabled expansion into retail and do-it-yourself channels. For many retailers ActivArmr® and Projex® represent a logical adjacency which is accelerating sell-in, expanding channel relationships and increasing retail volume in the US, EMEA and APAC markets. During FY2012, the Specialty Markets GBU successfully grew global sales of Construction gloves into the retail and do-it-yourself channel by 19 per cent over the prior year.
Despite draw downs in US military spending, the ActivArmr® Military product line has continued to expand globally. In Australia, following a competitive tendering process, which included user field trials, Ansell was selected as the preferred supplier of combat gloves to the Australian Defence Force.
Oil, gas and mining vertical was added to the Specialty Markets portfolio in FY2012 due to its product, applications and brand positioning fit with ActivArmr®. While Ansell holds a modest share position in the global extraction industry, the GBU sees very significant upside due to positive market dynamics and the opportunities
for new product and service innovations. A comprehensive ActivArmr® brand and product portfolio is being developed specifically for the upstream Oil, gas and mining market.
In April 2012, Ansell announced the acquisition of the Trelleborg Protective Products (TPP) business from the Trelleborg Group of Sweden (€23.7 million) and will operate going forward as Ansell Protective Solutions (APS). APS provides high-end chemical protective suits, professional dry diving suits, escape hoods and tents/shelters to first responders, military, aerospace and industrial customers with approximately two-thirds of its global sales in Europe. The business fits perfectly with the Ansell Specialty Markets vision to selectively expand its portfolio in strategic verticals and adjacencies. It offers growth opportunities in key target verticals through complementary performance technologies and specialised sales and distribution capabilities.
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The Oil, Gas & Mining Vertical was added to the Specialty Markets portfolio in FY2012 due to its product, applications and brand positioning fit with ActivArmr®. A comprehensive ActivArmr® brand and product portfolio is being developed specifically for the upstream Oil, Gas and Mining market.
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sexUAL WeLLness
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Introduction
FY2012 continued the positive momentum experienced in the prior year, with sales increasing by almost 10 per cent due to the ongoing success of SKYN® and EBIT achieving significantly higher growth.
The SKYN® brand rolled out into three additional markets in FY2012 to bring the SKYN® brands geographic presence to 22 countries. As a global brand proposition, SKYN® is enabling the group to pursue more scalable activities and higher growth targets. Today, SKYN® is changing the global condom market and consumers are telling us so as part of our extensive ongoing consumer research.
Market trends
Trends in Sexual Wellness GBU reflect the changes in the broader consumer market, where interest in products that deliver better outcomes with respect to the consumers’ well-being are becoming more important. Consumers are becoming more confident and assertive in pursuing products which deliver better outcomes for them. Reflecting this, packaging is moving from clinical to more evocative imagery and product display from behind the counter to mainstream shelf display. At the same time product categories like lubricants and devices are becoming more prevalent in mainstream retail outlets.
Ansell is responding to these changing consumer demands with a more modern presentation of its products, a more
complete range of products within current product categories and continued research investment into sexual wellness categories that will meet future consumer needs.
Trends in Sexual Wellness GBU vary between the more mature economies and the Emerging Markets. In mature economies where population growth is lower and the general populous is aging, growth in condom volumes are low, but value is increasing as consumers migrate to more sophisticated products like SKYN®. At the same time categories like lubricants and devices are experiencing strong growth in mature markets. In the Emerging Markets volume growth is strong and there is a growing appreciation for high end products within economically advantaged groups within these countries.
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strategy and Highlights
Given its global success, SKYN® is a prioritised initiative within the Sexual Wellness business strategy. In support of SKYN®, there have been a number of important developments.
Firstly, the SKYN® product portfolio has been expanded with the launch of SKYN® Large and Extra Lubricated; both of these new products are in response to specific needs of particular condom users and initial sales results are highly encouraging.
Secondly, the business’s existing presence in Emerging Markets has been a platform to expand the global reach of SKYN®. Recent additions have included Brazil, Thailand and Argentina.
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sexUAL WeLLness CONTINUED
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Thirdly, a comprehensive global
communications campaign ‘This Changes Everything’ has been developed for SKYN® and is being rolled out across the globe. This holistic program includes TV commercials, high impact outdoor billboards, print online, viral and social media marketing campaigns, sampling and in-store activities. Initial launches of the campaign in UK, Poland and US have delivered growth rates in excess of 70 per cent.
Lastly, continued capacity investment has been undertaken to ensure that the rapidly growing demand for the SKYN® brand can be supported.
Beyond SKYN®, the business has continued to focus on innovation and improving the product offering to consumers. Within the condom range we have innovation with Zero® Ultra-Thin Latex Condom, Neon™ a glow in the dark condom and the Excite™ range of flavor condoms. The look of our brands has been upgraded in Brazil with a refreshed Blowtex® packaging and a new look for the Manix® range in France.
The lubricant portfolio was expanded to include the innovative ring bottle series, which offered consumers a unique and highly distinctive package with ease of handling features.
Through a strategic partnership with a biotech Company, Starpharma Holdings, the company is looking to commercialise a condom using Starphama’s Viva Gel antimicrobial agent.
The Company is engaging with a number of strategic partners, research and development labs and consumer insight organisations to develop its future portfolio of Sexual Wellness products.
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Within the condom range we have innovation with the Zero® Ultra-Thin Latex Condom, the Neon™ glow in the dark condom and the Excite™ range of flavor condoms.
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ReVIeW of oPeRAtIons
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Ansell Group
Industrial GBU
Ansell achieved strong US dollar results with double digit increases in EBIT and EPS despite sales growth being inhibited by challenges faced in the first half with the new Fusion ERP implementation in the North American and Latin America/ Caribbean regions and the second half slowdown in Europe. Ansell’s global footprint, including its growing presence in Emerging Markets, proved highly resilient in a very difficult environment.
Sales for the year increased 4 per cent with Sexual Wellness and Industrial producing high single digit growth, and Specialty Markets and Medical being more or less flat as they both shed lower margin sales.
Ansell’s 12 per cent increase in EBIT came from volume growth, a better sales mix, and pricing – offset by higher input costs and extra ERP implementation costs. Sexual Wellness was the outstanding contributor with EBIT up 52 per cent.
Significant investment was made in additional sales positions and field infrastructure, higher marketing spending and increased spending on new product development.
Profit attributable to shareholders for the 2012 financial year was US$133.0 million compared with the previous year of US$121.7 million, an increase of 9 per cent.
Industrial accounted for 40 per cent of Revenue and 51 per cent of segment eBIt.
Sales rose 7 per cent, despite the North American (NA) Fusion ERP implementation issues and European economic pressures, with the Latin America/ Caribbean (LAC) and Asia Pacific (AP) regions delivering double digit increases. There was a strong second half recovery in NA and LAC and this key business remains on solid ground with the three core glove brands (HyFlex®, TNT® and AlphaTec®) all doing well.
Ramped up investment in sales and marketing spending across the regions, increased investment in the Industrial GBU’s Research & Development expertise and additional sales people and infrastructure in key Emerging Markets, will provide solid future returns.
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AnseLL ANNUAL REPORT 2012
The pace of new product releases is expected to pick up in the 2013 financial year and the new Research & Development centre in Sri Lanka is now operational.
specialty Markets GBU
specialty Markets accounted for 14 per cent of revenue and 4 per cent of segment eBIt.
Sales were up 1 per cent as continued strong construction/do-it-yourself and chemical/liquid handling growth was offset by lost low margin food service sales (mostly Fusion related) and delayed renewals of some US military contracts. Portfolio optimisation via a balance of SKU rationalisation and new product introduction continued.
EBIT was up strongly year-on-year benefiting from the improving sales mix as well as increases in pricing. The EBIT/ sales margin remains well below Ansell’s average (and target), but the ‘weed and feed’ programs planned for the 2013 and 2014 financial years should improve this further.
Investment in organic growth continued and the acquisition of Trelleborg Protective Products (now called Ansell Protective Solutions) provided the Specialty Markets GBU with added capabilities and expansion into a PPE adjacency (clothing) and a priority vertical (first responders).
New product releases accelerated sharply in the 2012 financial year with extensions to the ActivArmr®, VersaTouch™ and ProjeX® glove ranges and this trend is expected to continue in the 2013 financial year.
Medical GBU
Medical accounted for 28 per cent of revenue and 24 per cent of segment eBIt.
The 2012 financial year was a challenging year for the Medical business. Ansell continued to exit from natural rubber latex exam gloves, with volumes falling 38 per cent. Surgical gloves sales rose 3 per cent, with synthetic volumes growing a strong
17 per cent and powdered natural rubber latex sales declining.
Nevertheless, some EBIT growth was achieved as better product (surgical/ exam) mix and higher contributions from surgical safety products offset additional (Fusion related) NA distribution expenses, higher year-on-year natural rubber latex costs and SG&A growth.
SANDEL Medical, an innovator in surgical safety solutions, had a solid first year, with sales slightly below, and EBIT slightly above the business case respectively. Strong growth is expected with the core ranges now being launched globally and many additional new product releases in the 2103 financial year. In addition, a number of new surgical glove launches are planned in the 2013 financial year, under the core GAMMEX®, ENCORE® and MEDI-GRIP® brands.
sexual Wellness GBU
sexual Wellness accounted for 18 per cent of revenue and 21 per cent of segment eBIt.
Sales were up 8 per cent driven by condom line extensions (SKYN® and Zero®), strong Emerging Markets growth and 24 per cent growth in the lubricants/ devices/other category. SKYN® continues to drive this business and during the 2012 financial year the range was extended with the SKYN® Large and SKYN® Extra Lubricated releases. In addition, a major promotional program was undertaken globally with very positive results.
EBIT was up 52 per cent even after a year-on-year $1.3 million increase in restructuring costs. GPADE margins rose strongly, due to product mix and operational improvements, and more than offset continued investment in sales and marketing, people and programs.
New product introductions picked up in the 2012 financial year and should accelerate further in 2013 with the release of the ‘amele™’ female intimate freshness range as well as many new condom offerings.
12% Increase in EBIT in US$
9% Increase in Profit Attributable in US$
finance
Working capital increased during the 2012 financial year primarily as a result of the impact of the three acquisitions made during the year and working capital needed to support higher sales.
Free cash flow rose strongly to US$97.2 million compared to the previous year US$62.5 million. This was predominantly driven by higher EBITDA, lower ERP capital expenditure and a lower working capital increase and was accompanied by a strong improvement during the second half of the year.
Cash usage increased in the 2012 financial year with US$33.4 million on a share buy-back, US$44.8 million on acquisitions and US$4.5 million on an investment in Lakeland Industries Inc, a worldwide leader in protective clothing. As such, Net Interest Bearing Debt (NIBD) on 30 June 2012 was US$56.1 million, compared to the net positive cash position of the previous year of US$10.2 million and gearing was 7.2 per cent compared to last year’s negative gearing of (1.4 per cent). During the year additional borrowing facilities totalling a net US$250 million were established.
The total dividend for the year was 35.5¢ per share up 8 per cent on the previous year.
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ReVIeW of oPeRAtIons CONTINUED
SALES BY GBU
SALES BY REGION
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40% – Industrial 28% – Medical 18% – Sexual Wellness 14% – Specialty Markets
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38% – Europe, Middle East & Africa 34% – North America 21% – Asia Pacific 7% – Latin America & Caribbean
| 2012 | 2011 | Movement | |
|---|---|---|---|
| US$m | US$m | % | |
| Industrial | 504.1 | 471.6 | +6.9 |
| Medical | 356.4 | 359.2 | -0.8 |
| Sexual Wellness | 217.3 | 200.6 | +8.3 |
| Specialty Markets | 177.5 | 175.5 | +1.1 |
| Total Sales | 1,255.3 | 1,206.9 | +4.0 |
| 2012 | 2011 | Movement | |
|---|---|---|---|
| US$m | US$m | % | |
| Asia Pacifc | 267.9 | 235.6 | +13.7 |
| Europe,Middle East & Africa | 478.4 | 468.2 | +2.2 |
| Latin America & Caribbean | 82.8 | 76.5 | +8.2 |
| North America | 426.2 | 426.6 | -0.1 |
| Total Sales | 1,255.3 | 1,206.9 | +4.0 |
SEGMENT EBIT BY GBU
SEGMENT EBIT BY REGION
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51% – Industrial 24% – Medical 21% – Sexual Wellness 4% – Specialty Markets
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39% – Asia Pacific 38% – Europe, Middle East & Africa 17% – North America 6% – Latin America & Caribbean
| 2012 | 2011 | Movement | |
|---|---|---|---|
| US$m | US$m | % | |
| Industrial | 83.7 | 81.9 | +2.2 |
| Medical | 39.5 | 39.2 | +0.8 |
| Sexual Wellness | 33.2 | 21.9 | +51.6 |
| Specialty Markets | 7.2 | 2.5 | +188.0 |
| Total GBU Segments EBIT | 163.6 | 145.5 | +12.4 |
| 2012 | 2011 | Movement | |
|---|---|---|---|
| US$m | US$m | % | |
| Asia Pacifc | 64.0 | 49.7 | +28.8 |
| Europe,Middle East & Africa | 62.6 | 46.7 | +34.0 |
| Latin America & Caribbean | 10.4 | 10.1 | +3.0 |
| North America | 26.6 | 39.0 | -31.8 |
| Total Regions EBIT | 163.6 | 145.5 | +12.4 |
AnseLL ANNUAL REPORT 2012
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AnseLL ANNUAL REPORT 2012 33
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BoARd of dIReCtoRs
Peter L Barnes BCom, MBA (Melb) Age 69. Resides in Australia
Appointed Non-Executive Director in October 2001 and Chairman in August 2005. Member of the Nomination, Remuneration and Evaluation Committee.
Current Directorships: Chairman of Metcash Limited and Samuel Smith & Son Pty Limited and a Director of News Corporation.
Mr Barnes brings to the Board experience in finance, marketing and general management in the international arena. His background includes a long career with Philip Morris International Inc. where he held several senior management positions in Australia and overseas.
The Board considers Peter Barnes to be an independent Director.
Magnus R nicolin BA, MBA (Wharton) Age 55. Resides in US
Managing Director and Chief Executive Officer since March 2010.
Prior to joining Ansell, Mr Nicolin, a Swedish citizen spent three years with Newell Rubbermaid inc., most recently as President, Europe, Middle East, Africa and Asia Pacific. Prior to that he spent seven years with Esselte Business Systems Inc. where in 2002 he led the leveraged buy-out of Esselte from the Stockholm and London Stock Exchanges. Following the buy-out he became the Chief Executive Officer of Esselte.
Mr Nicolin has also held senior management positions with Bayer AG, Pitney Bowes and McKinsey & Company.
Mr Nicolin holds an MBA from the Wharton School of the University of Pennsylvania and a BA from the Stockholm School of Economics. As an Executive Director, Magnus Nicolin is not independent.
Marissa t Peterson
BSc (MECH), MBA (Harvard), Hon Doctorate (MGMT) Age 50. Resides in US
Appointed Non-Executive Director on 22 August 2006. Member of the Audit & Risk Committee and Chair of the Business Process Transformation Committee.
Current Directorships: Director of Humana Inc and Oclaro Inc.
Mrs Peterson retired from executive
roles in mid 2006, having spent the previous 18 years with Sun Microsystems in Senior Executive positions. She has extensive experience in supply chain management, manufacturing and quality, logistics and distribution, customer advocacy, and leadership development.
The Board considers Marissa Peterson to be an independent Director.
Ronald Js Bell BA (Strathclyde) Age 62. Resides in UK
Appointed Non-Executive Director in August 2005. Chairman of the Nomination, Remuneration and Evaluation Committee.
Current Directorships: Chairman of Milk Link Limited and Director of The Edrington Group.
Mr Bell is an experienced international consumer industry executive with a background of over 30 years in highly competitive global branded products. He is a former President of Kraft Foods, Europe and served as Executive Vice President of Kraft Foods Inc. and brings to the Board broad general management and marketing skills particularly in the European and North American markets.
The Board considers Ronald Bell to be an independent Director.
AnseLL ANNUAL REPORT 2012
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Glenn LL Barnes
B Ag Sc (Melb), CPM, FAMI, FAIM, FAICD, SF Fin, FRSA Age 65. Resides in Australia
Appointed Non-Executive Director in September 2005 and Deputy Chairman in June 2012. Member of the Audit & Risk Committee, Nomination, Remuneration & Evaluation Committee and Business Process Transformation Committee.
Current Directorships: Chairman of Australian Unity Limited.
Mr Barnes has over 20 years of governance experience in banking and financial services, business information, consumer goods and the not-for-profit sector. He was involved in the packaged goods, banking and financial services sectors for over 30 years, as an executive, business leader and Director in Australia, New Zealand, the UK, the US, Republic of Ireland, Japan and China.
L dale Crandall CPA, MBA (UC Berkeley) Age 71. Resides in US
Appointed Non-Executive Director in November 2002. Chairman of the Audit & Risk Committee.
Current Directorships: Director of Coventry Health Care Inc, Serena Software Inc, Bridgepoint Education Inc and UnionBanCal Corporation.
Mr Crandall has a background in accounting and finance and is a former Group Managing Partner for Southern California for Price Waterhouse. He was formerly President and Chief Operating Officer of Kaiser Foundation Health Plan and Hospitals in the USA.
The Board considers Dale Crandall to be an independent Director.
W Peter day LLB, MBA (Monash) FCPA, FCA, GAICD Age 62. Resides in Australia
Appointed Non-Executive Director in August 2007. Member of the Audit & Risk Committee and Business Process Transformation Committee.
Current Directorships: Chairman of Orbital Corporation Limited and Director of SAI Global Limited and Centro Retail Australia Limited.
Mr Day was formerly Chief Financial Officer for Amcor Limited and has also held Senior Executive positions with, Bonlac Foods, the Australian Securities & Investments Commission, Rio Tinto, CRA and Comalco. He has a background in finance and general management across diverse industries.
The Board considers Peter Day to be an independent Director.
John A Bevan BCom
Age 55. Resides in Australia
Appointed Non-Executive Director in August 2012.
Current Directorships: Executive Director of Alumina Limited.
Mr Bevan is currently the Chief Executive Officer and Executive Director of Alumina Limited and brings to the Board extensive international business experience. Prior to joining Alumina Limited in June 2008 he had a long career with the BOC Group Plc where he was a member of the Board of Directors and held a variety of senior management positions in Australia, Korea, Thailand, Singapore and the UK.
The Board considers John Bevan to be an independent Director.
The Board considers Glenn Barnes to be an independent Director.
AnseLL ANNUAL REPORT 2012
35
exeCUtIVe LeAdeRsHIP teAM
Ceo
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Magnus nicolin Chief Executive Officer and Managing Director BA, MBA (Wharton)
Employed by Ansell since March 2010. Appointed Chief Executive Officer and Managing Director in March 2010.
Global functions
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Craig Cameron Company Secretary BBus (Acc), CA (Aust)
Employed by Ansell since 1984. Appointed
Company Secretary in January 2008.
==> picture [164 x 120] intentionally omitted <==
Giri Peddinti Senior Vice President and Global Chief Information Officer BE (Comp Eng), MBA
Employed by Ansell since January 2012. Appointed Chief Information Officer in January 2012.
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Rustom Jilla Senior Vice President and Chief Financial Officer BCom, MBA, CA (Sri Lanka) and CMA (UK)
Employed by Ansell since 2002. Appointed Chief Financial Officer in September 2002.
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steve Genzer Senior Vice President – Global Operations BSc, MBA
Employed by Ansell since August 2010. Appointed Senior Vice President – Operations in August 2010.
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dorothea Klein Senior Vice President – Human Resources BBA
Employed by Ansell since November 2010. Appointed Senior Vice President – Human Resources in November 2010.
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William Reilly Senior Vice President, General Counsel and head of Global Regulatory Affairs BA, J.D.
Employed by Ansell since 2000 Appointed Senior Vice President and General Counsel in 2000. Appointed head of Global Regulatory Affairs in December 2010.
36 AnseLL ANNUAL REPORT 2012
Global Business Units
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scott Corriveau President and General Manager – Industrial GBU and head of Advanced Concepts & New Technologies BA (Bus Admin), MBA
Employed by Ansell since 2005. Appointed President and General Manager – Industrial GBU in November 2011. Prior to his current role Scott was President and General Manager – New Verticals and Advanced Concepts & New Technologies GBU.
==> picture [120 x 135] intentionally omitted <==
Anthony Lopez President and General Manager – Medical GBU BS (Elect Eng), MS (Eng Man)
Employed by Ansell since October 2011. Appointed President and General Manager – Medical GBU in October 2011.
==> picture [120 x 135] intentionally omitted <==
Peter Carroll President and General Manager – Sexual Wellness GBU BEng, MBA
Employed by Ansell since 2007. Appointed President and General Manager – Sexual Wellness GBU in August 2010.
==> picture [120 x 135] intentionally omitted <==
thomas draskovics President and General Manager – Specialty Markets GBU and head of Corporate Communications BA (Chem), MBA
Employed by Ansell since 2005. Appointed President and General Manager – Specialty Markets GBU in November 2011. Prior to his current role Tom was responsible for Global Branding, Market Research and the Oil, Gas, Mining, Chemical and Utilities Vertical for the Industrial GBU. Appointed head of Corporate Communications in July 2012.
Regions
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Peter dobbelsteijn Senior Vice President and Regional Director – Europe, the Middle East and Africa BMkt
Employed by Ansell since August 2010. Appointed Senior Vice President and Regional Director, EMEA in August 2010.
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denis Gallant Senior Vice President and Regional Director – Asia Pacific BEc (BusSc)
Employed by Ansell since 2005. Appointed Senior Vice President and Regional Director – Asia Pacific in September 2010.
==> picture [120 x 135] intentionally omitted <==
Robert Gaither
Senior Vice President and Regional Director – North America BMkt
Employed by Ansell since 1989. Appointed Senior Vice President and Regional Director – North America in May 2012. Prior to his current role Bob was Vice President – Sales, Industrial and Specialty Markets for North America.
==> picture [120 x 135] intentionally omitted <==
Anthony Lopez Senior Vice President and Regional Director – Latin America/Caribbean
Appointed head of the Latin America/Caribbean region in July 2012.
AnseLL ANNUAL REPORT 2012
37
tHRee YeAR sUMMARY
ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | 2010 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|---|
| A$m | A$m | A$m | US$m | US$m | US$m | |
| Income Statement | ||||||
| Sales | 1,218 | 1,220 | 1,231 | 1,255 | 1,207 | 1,086 |
| EBIT | 149 | 139 | 143 | 153 | 137 | 127 |
| Net fnancing costs | 5 | 4 | 10 | 5 | 4 | 8 |
| Income tax expense | 11 | 9 | 11 | 12 | 8 | 10 |
| Non-controlling interests | 3 | 3 | 3 | 3 | 3 | 3 |
| Proft attributable | 130 | 123 | 119 | 133 | 122 | 106 |
| for six months to 30 June | 65 | 59 | 58 | 66 | 61 | 52 |
| for six months to 31 December | 65 | 64 | 61 | 67 | 61 | 54 |
| Balance Sheet | ||||||
| Cash – excluding restricted deposits(a) | 246 | 239 | 232 | 247 | 255 | 197 |
| Other current assets | 417 | 380 | 417 | 419 | 405 | 354 |
| Property, plant and equipment | 151 | 141 | 164 | 151 | 150 | 140 |
| Intangible assets | 390 | 339 | 359 | 391 | 362 | 305 |
| Other non-current assets | 144 | 117 | 126 | 146 | 126 | 106 |
| Total assets | 1,348 | 1,216 | 1,298 | 1,354 | 1,298 | 1,102 |
| Current payables | 173 | 168 | 181 | 174 | 179 | 154 |
| Current interest bearing liabilities | 17 | 185 | 57 | 17 | 198 | 48 |
| Other current liabilities | 63 | 72 | 68 | 64 | 76 | 57 |
| Non-current interest bearing liabilities | 284 | 42 | 236 | 285 | 45 | 201 |
| Other non-current liabilities | 90 | 71 | 91 | 90 | 77 | 77 |
| Total liabilities | 627 | 538 | 633 | 630 | 575 | 537 |
| Net assets | 721 | 678 | 665 | 724 | 723 | 565 |
| Issued capital | 862 | 894 | 890 | 866 | 954 | 756 |
| Reserves | (109) | (105) | (32) | (109) | (112) | (27) |
| Accumulated losses | (46) | (125) | (207) | (47) | (134) | (176) |
| Ansell Limited shareholders’ equity | 707 | 664 | 651 | 710 | 708 | 553 |
| Non-controllinginterests | 14 | 14 | 14 | 14 | 15 | 12 |
| Total shareholders’ equity | 721 | 678 | 665 | 724 | 723 | 565 |
| Total funds employed(b) | 776 | 666 | 726 | 779 | 711 | 617 |
| Share Information | ||||||
| Basic earnings per share (cents) | 99.1 | 92.4 | 89.6 | 101.4 | 91.6 | 79.7 |
| Diluted earnings per share (cents) | 98.9 | 92.3 | 88.8 | 101.2 | 91.5 | 79.0 |
| Dividends per share (cents) | 35.5 | 33.0 | 30.5 | NA | NA | NA |
| Net assetsper share($) | 5.5 | 5.1 | 5.0 | 5.5 | 5.4 | 4.3 |
| General | ||||||
| Net cash from operating activities | 95 | 129 | 191 | 98 | 128 | 168 |
| Capital expenditure | 37 | 45 | 31 | 38 | 45 | 28 |
| Shareholders (no.) | 30,866 | 30,874 | 32,686 | NA | NA | NA |
| Employees(no.) | 10,486 | 10,207 | 10,376 | NA | NA | NA |
| Ratios | ||||||
| Return on average shareholders’ equity (%) | 19.0 | 18.8 | 18.7 | NA | NA | NA |
| EBIT return on funds employed (%) | 19.2 | 20.9 | 19.7 | NA | NA | NA |
| EBIT margin (%) | 12.2 | 11.4 | 11.6 | NA | NA | NA |
| Average days working capital | 79.2 | 75.7 | 70.8 | NA | NA | NA |
| Interest cover (times) | 35.0 | 39.0 | 16.8 | NA | NA | NA |
| Net liabilities to shareholders’ equity (%)(c) | 52.8 | 44.1 | 60.3 | NA | NA | NA |
| Number of shares at 30 June(million) | 131 | 133 | 132 | NA | NA | NA |
(a) Cash includes cash at bank and short term deposits, but excludes restricted deposits which have been classified as other current assets.
(b) Total funds employed equals total shareholders’ equity plus interest bearing liabilities less cash – excluding restricted deposits.
(c) Net liabilities equals total liabilities less cash – excluding restricted deposits. NA – denotes Not Applicable.
AnseLL ANNUAL REPORT 2012
38
CoRPoRAte GoVeRnAnCe stAteMent
Introduction
In accordance with the Company’s Constitution and the Corporations Act, the Company operates through its Board of Directors and management. Corporate governance refers to the effective interaction of the Board and Ansell’s management team, with the Board’s objective to provide effective oversight of the Ansell Group.
In order to ensure this, the Board works under a set of well-established corporate governance policies and charters. These policies are publicly available on the Company’s website, www.ansell.com
This report sets out the Company’s Corporate Governance practice for the financial year ending 30 June 2012 and is divided into four main sections:
-
optimising the skills, experience and expertise represented on the Board;
-
maximising the effectiveness of the way in which the Board operates and interacts with management;
-
adopting governance policies that result in the Board demonstrating cultural leadership; and
-
approving Ansell Group governance policies that facilitate the adoption of global values generally throughout Ansell.
The Board regularly reviews the Group’s corporate governance framework, policies and practices to ensure at a minimum that they meet the expectations of our shareholders and evolve in line with global best practice in corporate governance. As part of the review, the Board also has regard to the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations (ASX Principles).
This Corporate Governance Statement outlines the key components of Ansell Limited’s corporate governance framework in place during the year ended 30 June 2012, by reference to the ASX Principles. The Board believes that the Company’s corporate governance policies and practices have complied in all substantial respects with the ASX Principles. A checklist summarising the Company’s compliance with the ASX Principles is set out in Section 5 of this report.
section 1 – optimising Board skills, experience and expertise
Relevant policies and charters (see www.ansell.com)
- Board Charter
1.1 Majority of independent non-executive directors
Ansell is committed to ensuring that the composition of the Board continues to comprise directors who bring an optimal mix of skills, experience, expertise and diversity (including gender diversity) to Board decision-making. The skills and experience of the current Directors are detailed on pages 34 and 35 of this annual report.
The Board’s policy is that there should be a majority of independent Non-Executive Directors. This is a requirement embodied in the Company’s Constitution and the Board Charter, ensuring that all Board discussions or decisions have the benefit of predominantly outside views and experiences, and that the majority of Directors are free from interests and influences that may create a conflict with their duty to the Company.
The requirement under the Constitution is for at least twice as many Non-Executive Directors as Executive Directors. As an additional safeguard in preserving independence, there should be a separation of the roles of the Chairman and the Chief Executive Officer, and the Chairman should be an independent Non-Executive Director.
The Board has adopted the definition of independence set out in the IFSA Blue Book (June 2009)* and the Board has developed guidelines to determine materiality thresholds for the purposes of that definition.
The Company currently has eight Directors, one of whom is an Executive Director (the Chief Executive Officer, who is also the Managing Director). All of the Non-Executive Directors, including the Chairman, are considered to be ‘independent’.
- IFSA Guidance Note No. 2.00, Corporate Governance, A Guide for Fund Managers and Corporations – Blue Book, Investment and Financial Services Association, June 2009 (copy available at www.ifsa.com.au).
AnseLL ANNUAL REPORT 2012
39
CoRPoRAte GoVeRnAnCe stAteMent CONTINUED
1.2 succession planning
The Nomination, Remuneration and Evaluation Committee has responsibility to:
-
periodically assess the skill set required to discharge the Board’s duties, having regard to the nature of the Company’s businesses, geographic priorities and the strategic direction of the Company against the skills currently represented on the Board; and
-
regularly review and make recommendations to the Board regarding the structure, size and composition of the Board (including mix of skills, knowledge and experience) and the effectiveness of the Board as a whole.
In order to ensure that the composition of the Board will change over time, the Board has a general policy that Non-Executive Directors should not serve for a period exceeding 12 years, and that the Chairman should not serve in that role for more than 10 years.
The Board does not consider this length of tenure would necessarily compromise independence or interfere in a material way with a Director’s ability to act in the best interests of the Company. However, when the situation arises, the Board makes an assessment regarding an individual Director’s ongoing service having regard to the length of service of all members of the Board, and the mix of experience, skills and knowledge of the Board.
During the year, the Nomination, Remuneration and Evaluation Committee commenced a search for a new director. As a result Mr John Bevan was appointed as a director of the Company with effect from 1 August 2012 and will stand for election at the 2012 Annual General Meeting.
In order to ensure that Directors are able to fully discharge their duties to the Company, all Directors must consult with the Chairman of the Board and advise the Nomination, Remuneration and Evaluation Committee prior to accepting a position as a Non-Executive Director of another company.
New Directors are nominated by the Board, as described below, and then stand for election at the next Annual General Meeting in order to be confirmed in office. All Directors other than the Managing Director must submit for re-election every three years. The performance of Directors seeking re-election is considered by the Board to enable it to make a recommendation to shareholders in relation to the Director’s re-election.
section 2 – Maximising Board effectiveness
Relevant policies and charters (see www.ansell.com)
-
Board Charter
-
Audit and Risk Committee Charter
-
Nomination, Remuneration and Evaluation Committee Charter
2.1 division of responsibility between Board and management
The Board has ultimate responsibility for setting policy regarding the business and affairs of the Group for the benefit of the shareholders and other stakeholders, and is accountable to shareholders for the performance of the Group.
The table following summarises the Board’s main responsibilities and functions, which have been grouped into three areas:
-
strategy, planning and monitoring;
-
shareholder communication and compliance; and
-
risk management and internal controls.
40
AnseLL ANNUAL REPORT 2012
| Strategy, Planning and | Strategy, Planning and | Shareholder Communication | Shareholder Communication | Risk Management and | Risk Management and | |
|---|---|---|---|---|---|---|
| Monitoring | and Compliance | Internal Controls | ||||
| Approving | • | corporate strategies, budgets, |
• | procedures to ensure |
• | the Company’s risk |
| plans and policies | compliance with applicable | management framework | ||||
| • | appointment of the Chief Executive Ofcer and other members of the senior |
laws, regulations, accounting standards, ethical standards and business practices |
and internal control systems | |||
| management team including | • | shareholder communication |
||||
| the Company Secretary | strategies | |||||
| • | remuneration of the Chief |
• | certain material market |
|||
| Executive Ofcer, the Non- | announcements | |||||
| Executive Directors (within | ||||||
| shareholder approved limits) | ||||||
| and the policy for remunerating | ||||||
| Senior Executives | ||||||
| Reviewing and monitoring | • | implementation of corporate |
• | implementation of compliance |
• | implementation of risk |
| strategies, budgets, plans and | procedures | management framework | ||||
| policies | • | timeliness and accuracy |
and internal control systems | |||
| • | fnancial and business results (including the audit process) in order to understand the fnancial position of the Group |
of information provided to shareholders and the fnancial market |
• • |
the Company’s wider risk management profle internal processes for determining, monitoring |
||
| and assessing key risk areas | ||||||
| Evaluating | • | performance against corporate strategies, budgets, |
• | the efectiveness of reporting procedures and mechanisms |
• | the process for assessing the efectiveness of risk |
| plans and policies | • | whether adequate, accurate |
management practices | |||
| • | the performance of the Chief |
and timely information is | ||||
| Executive Ofcer and other members of the senior |
provided to shareholders and the fnancial market |
|||||
| management team |
In carrying out its duties, the Board meets formally at least six times a year, with additional meetings held as required to address specific issues. Directors also participate in meetings of various Board Committees, which assist the full Board in examining particular areas or issues. It is the Board’s practice that the Non-Executive Directors meet periodically without the presence of management.
The Board delegates management of the Company’s resources to the executive team, under the leadership of the Chief Executive Officer, to deliver the strategic direction and achieve the goals determined by the Board. Any powers not specifically reserved for the Board have been delegated to the executive team.
The Board is free to alter the matters reserved for its decision, subject to the limitations imposed by the Company’s Constitution and the law.
2.2 Board Committees
The Board has established two standing Committees, being the:
-
Audit and Risk Committee; and
-
Nomination, Remuneration and Evaluation Committee.
Each Committee operates under a specific Charter, which is reviewed periodically by the Board. The Board also delegates specific functions to ad hoc Committees of Directors on an ‘as needs’ basis. The powers delegated to these Committees are set out in Board resolutions.
In 2010 the Board established a special purpose Business Process Transformation Committee to oversee and report to the Board on matters relating to the Company’s business process transformation project (Project Fusion) This Committee comprises three independent, Non-Executive Directors and operates under a specific Charter which sets out its duties and responsibilities. The Committee will continue in place until the end of the global rollout of Project Fusion.
AnseLL ANNUAL REPORT 2012
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CoRPoRAte GoVeRnAnCe stAteMent CONTINUED
Further details regarding the two standing Committees are set out in the table below.
| Nomination, Remuneration and Evaluation | Nomination, Remuneration and Evaluation | |||
|---|---|---|---|---|
| Audit and Risk Committee | Committee | |||
| Members | L | D Crandall (Chair) | R J S Bell (Chair) | |
| G L L Barnes | G L L Barnes | |||
| M T Peterson | P | L Barnes | ||
| W P Day | ||||
| Composition | Committee members are required to: | The Committee is required to: | ||
| • | be independent, Non-Executive Directors |
• | comprise a majority of independent, |
|
| (minimum of three required); | Non-Executive Directors (minimum | |||
| • | be fnancially literate; and |
of three required). | ||
| • | possess sufcient fnancial expertise |
|||
| and knowledge of the industry in which | ||||
| Ansell operates. | ||||
| Functions | Reviewing: | Reviewing: | ||
| • | fnancial statements; |
• | the structure and performance of the |
|
| • • |
adequacy of fnancial controls; annual audit arrangements (internal and external); |
Board, the Committees and individual Directors (and to recommend changes where required). |
||
| • | activities of internal and external auditors; |
Establishing: | ||
| • | independence and remuneration of |
• | policies and criteria for Non-Executive |
|
| external auditor; and | Director selection, and identifying suitable | |||
| • | processes for identifying, managing and |
candidates for appointment. | ||
| reporting both fnancial and non-fnancial business risk. |
Advising Board on: | |||
| • | succession planning for both the Board |
|||
| Advising Board on: | and Senior Executives; | |||
| • | appointment, removal and remuneration |
• | remuneration of Chief Executive Ofcer |
|
| of external auditor; | and the Non-Executive Directors; and | |||
| • | independence of external auditor and the |
• | Senior Executive remuneration policy |
|
| provision of non-audit services by the | (including incentive plans, equity awards | |||
| external auditor; | and service contracts). | |||
| • | fnancial reporting and business risk |
|||
| controls and systems, including their | ||||
| adequacy; | ||||
| • | national and international accounting |
|||
| standards; and | ||||
| • | applicable Company policies, regulatory |
|||
| and statutory requirements. | ||||
| Attendance | Details regarding attendance at Committee | Details regarding attendance at Committee | ||
| meetings during the year are set out in the | meetings during the year are set out in the | |||
| table below | table below | |||
| Consultation | Other Directors, members of management | As required, the Committee may engage | ||
| and the principal external audit partner | independent professional advisers to: | |||
| are invited to attend Committee meetings to provide reports and/or guidance where appropriate |
• • |
assist in identifying high-calibre Directors and Executives; and advise on whether the Company’s |
||
| employment policies and practices, | ||||
| including terms and conditions, are | ||||
| competitive and consistent with those | ||||
| ofered by comparable companies. | ||||
| The Committee may also request members | ||||
| of management to attend meetings and/or | ||||
| provide information where appropriate |
AnseLL ANNUAL REPORT 2012
42
2.3 Attendance at Board and Board Committee meetings during the year ended 30 June 2012
| Board Audit and Risk Nomination, Remuneration and Evaluation |
|
|---|---|
| Held Attended Held Attended Held Attended |
|
| P L Barnes | 8 8 8 8 |
| G L L Barnes | 8 8 5 5 8 8 |
| R J S Bell | 8 8 8 8 |
| L D Crandall | 8 8 5 5 |
| W P Day | 8 8 5 5 |
| M T Peterson | 8 8 5 5 |
| M R Nicolin | 8 8 |
Held – Indicates the number of meetings held while each Director was a member of the Board or Committee.
Attended – Indicates the number of meetings attended during the period that each Director was a member of the Board or Committee.
A meeting of a special Board Committee comprising P L Barnes and M R Nicolin was convened on 15 August 2011 in relation to the review and lodgement of the 2011 Full Year Results announcement. A meeting of a special Board Committee comprising P L Barnes and M R Nicolin was convened on 2 September 2011 in relation to the signing of the accounts for the year ended 30 June 2011. A meeting of a special Board Committee comprising P L Barnes and M R Nicolin was convened on 8 February 2012 in relation to the review and lodgement of the Half-Year Results announcement, Reports and financial statements for the six months ended 31 December 2011. Audit and Risk Committee meetings were generally attended by all other Directors.
The Business Process Transformation Committee, comprising M T Peterson (Chair), G L L Barnes and W P Day met eight times during the year.
2.4 Performance evaluation
The Board undertakes an evaluation process to review its performance on a regular basis. As noted in Section 1.1 above, the Board reviews the performance of Board members who are seeking re-election to ensure that they provide shareholders with a considered recommendation.
Since the date of the last report the Board formally reviewed its performance using a comprehensive and structured self-assessment approach based on the individual input and responses of Directors. The review included:
-
an assessment and consideration of the effectiveness of the Board and its performance against the requirements of its Charter;
-
an assessment of the effectiveness of the structure and the composition of the Board;
-
an assessment of the Board meeting, performance monitoring and communication processes;
-
an assessment of whether the Company’s corporate governance principles are appropriate and reflect ‘good practice’; and
-
an assessment of the progress made towards addressing the key recommendations from the 2011 external Board Performance review.
The overall conclusion was that the Board comprised an appropriate level of knowledge, skills and experience reflective of the Company’s needs and necessary to maintain effective governance.
Since the date of the last report, the Board has formally assessed the performance of the Chief Executive Officer. A formal process for the evaluation of the performance of Senior Executives of the Company is conducted by the Chief Executive Officer on an annual basis and overviewed by the Nomination, Remuneration and Evaluation Committee.
section 3 – Board Governance policies
Relevant policies and charters (see www.ansell.com)
- Code of Conduct
3.1 Remuneration
Full details of the remuneration policies and practices of the Company and of the amounts paid to Non-Executive and Executive Directors and the Company’s Key Management Personnel are set out in the Remuneration Report on pages 53 to 67.
3.2 Conflicts of interest
In order to ensure that any ‘interests’ of a Director in a particular matter to be considered by the Board are brought to the attention of each Director, the Company has developed protocols to require each Director to disclose any contracts, offices held, interests in transactions, contracts and other directorships which may involve any potential conflict. Appropriate procedures have been adopted to ensure that, where the possibility of a material conflict arises, relevant information is not provided to the Director, and the Director does not participate in discussion on the particular issue or vote in respect of the matter at the meeting where the matter is considered. The Board has reviewed and is comfortable with the veracity of these protocols.
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3.3 external advice
Any Director can seek independent professional advice at the Company’s expense in the furtherance of his or her duties, subject to prior discussion with the Chairman. If this occurs, the Chairman must notify the other Directors of the approach, with any resulting advice received to be generally circulated to all Directors.
3.4 Induction and ongoing education
New Directors participate in an induction program that covers the operation of the Board and its Committees, and the Company’s financial, strategic, operational and risk management positions.
Directors also participate in management presentations and analysis to ensure that they are kept up-to-date with developments in the industry, and to enable them to discharge their duties.
It is the Company’s practice for Directors to visit some of the Company’s facilities in each year. During the 2012 financial year Board meetings were held in conjunction with visits to the Group’s manufacturing operations in Malaysia and the Ansell SANDEL Medical Solutions operation in Los Angeles, California, USA.
section 4 – Governance policies to promote global values
Relevant policies and charters (see www.ansell.com)
-
Code of Conduct
-
Share Trading Policy
-
Continuous Disclosure Policy
-
Risk Management Policy
-
Diversity Policy
4.1 Global Code of Conduct
The Company is committed to upholding the highest legal, moral and ethical standards in all of its corporate activities, and has adopted a Global Code of Conduct consisting of Guiding Principles and Policies on Business Conduct, which aim to strengthen its ethical climate and provide basic guidelines for situations in which ethical issues arise. The Global Code of Conduct is available on the Company’s website, www.ansell.com
The Global Code of Conduct applies to Directors, executives, management and employees, sets high standards for ethical behaviour and business practice beyond complying with the law, and is based on the following guiding principles whereby the Company:
Strives to uphold high ethical standards in all corporate activities.
Is committed to competing lawfully, fairly and ethically in the market place, consistent with its aim of providing high quality products to its customers.
==> picture [106 x 61] intentionally omitted <==
----- Start of picture text -----
Guiding
Principles
----- End of picture text -----
Is committed to pursuing sound growth and earnings goals, by operating in the best interests of the Company and shareholders.
Strives to treat all employees and applicants with fairness, honesty and respect.
Expects all employees to work together for the common good and to avoid placing themselves in a position that is in conflict with the interests of the Company.
Is committed to good corporate citizenship and participating actively in, and improving, the communities in which the Company does business.
Expects all employees to conduct themselves in accordance with the guiding principles.
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It is the Company’s policy to comply with the letter and spirit of all applicable laws; and no Director, executive or manager has authority to violate any law or to direct another employee or any other person to violate any law on behalf of the Company. Assistance is available to clarify whether particular laws apply and how they may be interpreted.
The Global Code of Conduct also sets out the Company’s policies in respect of ethical issues such as conflicts of interest, social accountability and fair dealing.
The Company also provides avenues for employees to report their concerns of suspected breaches and seek compliance advice, including anonymously to an independent hotline. Individuals who report their concerns in good faith are protected under the Company’s policies from any form of retaliation.
Employees and Directors are required to participate in compliance training programs to ensure that they remain up-to-date regarding relevant legal and industry developments, as well as ethical practices. During the 2012 financial year compliance training was provided across the organisation covering areas such as anti-corruption, trade practices, anti-discrimination and anti-harassment and Ansell’s Global Code of Conduct.
4.2 dealing in shares
Subject to the restriction that persons may not deal in any securities when they are in possession of price-sensitive information, Directors and employees generally may only buy or sell Ansell shares in the period immediately following any price-sensitive announcements, including the half-year and full year results and the Annual General Meeting. At other times, Directors dealing in Ansell shares must obtain prior approval from the Chairman.
It is the Company’s policy that executives who participate in the Ansell Long Term Incentive Plan are prohibited from entering into hedging arrangements in respect of any unvested options and performance rights.
Where a Director or Executive holds Ansell shares under the terms of a margin lending arrangement, the Company will disclose details to the market where required by law or practice, having regard to the materiality of the arrangement.
4.3 external audit
It is Board policy that the lead external audit partner and review partner are each rotated periodically. The Board has adopted a policy in relation to the provision of non-audit services by the Company’s external auditor that is based on the principle that work that may detract from the external auditor’s independence and impartiality, or be perceived as doing so, should not be carried out by the external auditor. Details of the amounts paid to the external auditor for non-audit services performed during the year are set out in the Report of the Directors on page 52. The Board is satisfied based on advice from the Audit and Risk Committee that the provision of these non-audit services was not in conflict with the role of the external auditor or their independence. The Company’s external auditor has also confirmed its independence to the Directors in accordance with applicable laws and standards as set out in the Report of the Directors.
4.4 Risk management
Ansell places a high priority on risk identification and management throughout all its operations, and has processes in place to review their adequacy.
The Company’s risk management practices include:
-
a comprehensive risk control program that includes property protection and health, safety and environmental audits using underwriters, self-audits, and engineering and professional advisers;
-
processes to identify the business risks (both financial and non-financial) applicable to each area of the Group’s activities and the maintenance of a specific framework that prioritises and monitors the mitigation of those risks; and
-
regular reporting to the Audit and Risk Committee and the Board.
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The diagram below sets out division of risk management functions and responsibilities within the Company.
division of risk management functions
Board
- Approving risk management framework and internal compliance systems. • Reviewing the Company’s wider risk profile. • Overseeing implementation of risk management policies, procedures and systems.
Audit and Risk Committee Ceo/Cfo
-
Liaising with and reviewing activities of, internal and external audit functions.
-
Assessing whether risk management procedures and
-
audit functions. systems are operating efficiently and effectively in all
-
• Reviewing adequacy of financial controls. material respects. • Monitoring relevant legal and regulatory requirements. • Providing sign-off to the Board regarding the Company’s • Overseeing the identification, management and reporting risk management framework (including internal control of business risks by management. systems).
Internal Audit Management
-
Identifying and managing risks (including financial,
-
• Reviewing effectiveness of the Company’s risk management operational, reputational and compliance risks). framework (including internal control systems). • Implementing policies, procedures and systems adopted
-
• Reporting to the Audit and Risk Committee regarding by the Board. operation of risk management procedures and systems. • Providing internal sign-offs and reporting to the Audit and Risk Committee regarding risk management procedures and systems.
4.5 Management assurance
financial risk
In accordance with the Company’s system of internal sign-offs, the Chief Executive Officer and Chief Financial Officer have provided assurances to the Board that having made appropriate enquiries, they have formed the opinion that:
-
the financial records of the Company and its subsidiaries are maintained in accordance with the Corporations Act;
-
the financial statements for the year ended 30 June 2012 have been prepared in accordance with the relevant accounting standards, and give a true and fair view, in all material respects, of the financial position and performance of the Company and its subsidiaries; and
-
the assurances given are based on a sound system of risk management and internal control which, in all material respects:
-
was consistent with the policies adopted and delegated by the Board;
-
was based on the risk management framework adopted by the Board; and
-
was operating effectively in relation to financial reporting risks.
non-financial risk
Management also reports to the Board on strategic and operational issues, including an assessment of the material business risks facing the Company and the effectiveness of the systems, policies and procedures in place to manage those risks.
4.6 disclosure to investors
The Company has implemented procedures to ensure that it provides relevant and timely information to its shareholders and to the broader investment community, in accordance with its obligations under the ASX continuous disclosure regime.
In addition to the Company’s obligations to disclose information to the ASX and to distribute information to shareholders, the Company publishes its annual reports, annual and half-year results presentations, media releases and other investor relations publications on its website.
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AnseLL ANNUAL REPORT 2012
The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and discussion of the Group’s strategy and goals. The external auditor attends the Annual General Meeting to answer shareholder questions about the conduct of the audit, and the preparation and content of the auditor’s report.
4.7 diversity
Ansell recognises that effectively harnessing a talented and diverse global workforce is a key competitive advantage for our business and our success is a reflection of not only the quality and skills of our people, but our ability to channel their backgrounds, experiences, regional points of view and cultural and ethnic differences.
We actively value and embrace the diversity of our employees and are committed to creating an inclusive workplace where everyone is treated equally and fairly and where discrimination, harassment and inequity are not tolerated.
In 2012, Ansell formalised its approach to diversity and inclusion with adoption of the Ansell Diversity Policy. The Policy is underpinned by certain key principles including striving to leverage diversity in all its forms (including gender, skills, background and experience) to compete more effectively in the global marketplace and driving customer satisfaction, innovation and company performance:
-
maintaining fair and equitable recruitment and compensation practices and fostering development and career progression based on performance and merit;
-
fostering an inclusive culture that treats our workforce with fairness and respect; and
-
monitoring and measuring our diversity performance and striving for continuous improvement.
To achieve the objectives set out in our policy we have reviewed and standardised our processes for recruitment to eliminate any barriers to diversity, we have implemented a global grading structure to ensure equity and fairness across the organisation, we have developed a global learning and development curriculum to provide career opportunities for every employee and we have implemented succession planning and talent management processes across the Company to identify potential employees whose skills can be further developed.
The proportion of our workforce currently represented by women is set out below.
| Ansell Limited Group | |
|---|---|
| Board | 12.5%(1 female Board member out of 8) |
| Executive LeadershipTeam and senior management | 22% |
| Total workforce | 51% |
The Group’s Global Code of Conduct further supports our commitment to diversity within Ansell. It includes a dedicated section on the importance of a workplace free of harassment and discrimination, the consequences for any of our employees found to be harassing or discriminating against other of our employees and reiterates the Group’s commitment that all employment decisions, whether in relation to recruitment, promotion or remuneration, will be based on merit.
Reflecting the extensive global reach of Ansell’s businesses, the Board is committed to ensuring sufficient diversity in its composition, particularly in relation to having directors with experience in our different markets, and will continue to re-view its Board succession plans to encourage further diversity.
section 5 – Asx Principles
The following checklist summarises the Company’s compliance with the ASX Principles (as applicable to the Company for the 2012 financial year), and provides reference to where the specific Principles are dealt with in this report:
| ASX Principle | Reference | Compliance | ||
|---|---|---|---|---|
| Principle | 1: | Lay solid foundations for management and oversight | ||
| 1.1 | Establish the functions reserved to the board and those reserved to management. | Section 2.1 | Comply | |
| 1.2 | Disclose theprocess for evaluatingtheperformance of Senior Executives. | Section 2.4 | Comply | |
| 1.3 | Provide the information indicated in the Guide to reportingon Principle 1. | Comply | ||
| Principle | 2: | Structure the board to add value | ||
| 2.1 | A majority of the board should be independent directors. | Section 1, 1.2 | Comply | |
| 2.2 | The chair should be an independent director. | Section 1 | Comply | |
| 2.3 | The roles of chair and chief executive ofcer should not be exercised by the same individual. Section 1 | Comply | ||
| 2.4 | The board should establish a nomination committee. | Section 2.2 | Comply |
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| 2.5 | Disclose the process for evaluating the performance of the board, its committees and | Section 2.4 | Comply | |
|---|---|---|---|---|
| individual directors. | ||||
| 2.6 | Provide the information indicated in the Guide to reportingon Principle 2. | Comply | ||
| Principle | 3: | Promote ethical and responsible decision-making | ||
| 3.1 | Establish a code of conduct and disclose the code or a summary of the code. | Section 4.1 | Comply | |
| 3.2 | Establish a diversity policy and disclose the policy or a summary of that policy. The | Section 4.7 | Comply | |
| policy should include requirements for the board to establish measurable objectives for | ||||
| achieving gender diversity and for the board to assess annually both the objectives and | ||||
| progress in achievingthem. | ||||
| 3.3 | Disclose the measurable objectives for achieving gender diversity set by the board | Section 4.7 | Comply | |
| in accordance with the diversity policyandprogress towards them. | ||||
| 3.4 | Disclose the proportion of women employees in the whole organisation, women in Senior | Section 4.7 | Comply | |
| Executivepositions and women on the board. | ||||
| 3.5 | Provide the information indicated in the Guide to reportingon Principle 3. | Comply | ||
| Principle | 4: | Safeguard integrity in fnancial reporting | ||
| 4.1 | The board should establish an audit committee. | Section 2.2 | Comply | |
| 4.2 | The audit committee should be structured so that it: | Section 2.2 | Comply | |
| consists only of Non-Executive directors; • |
||||
| consists of a majority of independent directors; • |
||||
| is chaired by an independent chair, who is not chair of the board, and • |
||||
| has at least three members. • |
||||
| 4.3 | The audit committee should have a formal charter. | Section 2.2 | Comply | |
| 4.4 | Provide the information indicated in the Guide to reportingon Principle 4. | Comply | ||
| Principle | 5: | Make timely and balanced disclosure | ||
| 5.1 | Establish written policies and procedures designed to ensure compliance with ASX | Section 4.6 | Comply | |
| Listing Rule disclosure requirements and to ensure accountability at a Senior Executive | ||||
| level for that compliance and disclose thosepolicies or a summaryof thosepolicies. | ||||
| 5.2 | Provide the information indicated in the Guide to reportingon Principle 5. | Comply | ||
| Principle | 6: | Respect the rights of shareholders | ||
| 6.1 | Design a communications policy for promoting efective communication with | Section 4.6 | Comply | |
| shareholders and encouraging their participation at general meetings and disclose | ||||
| thepolicyor a summaryof thatpolicy. | ||||
| 6.2 | Provide the information indicated in theguide to reportingon Principle 6. | Comply | ||
| Principle | 7: | Recognise and manage risk | ||
| 7.1 | Establish policies for the oversight and management of material business risks and | Section 4.4 | Comply | |
| disclose a summary of those policies. | ||||
| 7.2 | The board should require management to design and implement a risk management | Section 4.5 | Comply | |
| and internal control system to manage the company’s material business risks and report | ||||
| to it on whether those risks are being managed efectively. The board should disclose that management has reported to it as to the efectiveness of the company’s management |
||||
| of its material business risks. | ||||
| 7.3 | The board should disclose whether it has received assurance from the chief executive ofcer and the chief fnancial ofcer that the declaration provided in accordance with section 295A |
Section 4.5 | Comply | |
| of the Corporations Act is founded on a sound system of risk management and internal | ||||
| control and that the system is operating efectively in all material respects in relation to fnancial reportingrisks. |
||||
| 7.4 | Provide the information indicated in the Guide to reportingon Principle 7. | Comply | ||
| Principle | 8: | Remunerate fairly and responsibly | ||
| 8.1 | The board should establish a remuneration committee. | Section 2.2 | Comply | |
| 8.2 | The remuneration committee should be structured so that it: | Section 2.2 | Comply | |
| consists of a majority of independent directors; • |
||||
| is chaired by an independent chair, and • |
||||
| has at least three members. • |
||||
| 8.3 | Clearly distinguish the structure of Non-Executive directors’ remuneration from that | Section 3.1 | Comply | |
| of Executive Directors and Senior Executives. | ||||
| 8.4 | Provide the information indicated in the Guide to reportingon Principle 8. | Comply |
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RePoRt of tHe dIReCtoRs
This Report by the Directors of Ansell Limited (‘the Company’) is made for the year ended 30 June 2012. The information set out below is to be read in conjunction with the:
-
Remuneration Report appearing on pages 53 to 67.
-
Notes 23 and 25 to the financial statements.
directors and secretary
The names and details of each person who has been a Director of the Company during or since the end of the financial year are:
-
Peter L Barnes (Chairman)
-
Magnus R Nicolin (Managing Director and Chief Executive Officer)
-
Glenn L L Barnes
-
Ronald J S Bell
-
John A Bevan (appointed 1 August 2012)
-
L Dale Crandall
-
W Peter Day
-
Marissa T Peterson
Particulars of the qualifications, experience and special responsibilities of each Director, as at the date of this Report, and of their other directorships, are set out on pages 34 to 35.
Details of meetings of the Company’s Directors (including meetings of Committees of Directors) and each Director’s attendance are also set out in the Corporate Governance Statement, on page 43. As described on pages 41 and 42 of this Report, the Board has established two standing Committees being an Audit and Risk Committee and a Nomination, Remuneration and Evaluation Committee.
The Company Secretary is Craig Cameron, B Bus (Acc), CA, who was appointed to that position in January 2008. Mr Cameron joined the Company in 1984, and has an accounting, finance and tax background. He has held senior positions in the Corporate Head Office, including the position of Group Chief Accountant.
Principal activities
The activities of the Ansell group of companies (‘the Group’) principally involve the development, manufacturing and sourcing, distribution and sale of gloves and protective products in the industrial and medical gloves market, as well as the sexual health and well being category worldwide. Ansell operates in four main business units: Medical, Industrial, Specialty Markets and Sexual Wellness.
Review of operations
In a challenging environment the Company produced strong US dollar results with double digit increases in earnings before interest and tax (EBIT) and earnings per share (EPS) evidencing Ansell’s continuing focus on creating shareholder value. Both the Sexual Wellness and Industrial GBU’s achieved high single digit sales growth and the Specialty Markets GBU and the Sexual Wellness GBU also achieved strong growth at the EBIT line.
The Company has maintained its strong balance sheet and has significant capacity to invest in the GBU’s, make acquisitions, pay dividends or buy-back shares while maintaining investment grade financial ratios.
Refer to the Review of Operations section on pages 30 to 32 of this Report for additional information on the operations and financial position of the Group
state of affairs
No significant changes occurred in the state of affairs of the Group during the financial year.
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RePoRt of tHe dIReCtoRs CONTINUED
dividends and share buy-back
The final dividend of 19 cents per share (unfranked) in respect of the year ended 30 June 2011 was paid to shareholders on 21 September 2011. An interim cash dividend of 15 cents per share (unfranked) in respect of the half-year ended 31 December 2011 was paid to shareholders on 14 March 2012. A final dividend of 20.5 cents per share (unfranked) in respect of the year ended 30 June 2012 is payable on 21 September 2012 to shareholders registered on 31 August 2012. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2012 and will be recognised in subsequent financial reports.
During the year the Company bought back 2,542,694 shares at a cost of $32,618,222 as part of the 5 million on-market share buy-back program that was announced on 15 August 2011. This buy-back program expires on 14 August 2012.
Details of unissued shares under option at the date of this Report and shares issued during or since the end of the financial year as a result of the exercise of options are set out in Note 6 to the financial statements contained in this Report.
Interests in the shares of the Company
The relevant interests of each Director in the share capital of the Company, as at the date of this Report, as notified to the ASX Limited pursuant to the Listing Rules and section 205G of the Corporations Act 2001 , were:
| 1. | |
|---|---|
| P L Barnes | 26,773 |
| G L L Barnes | 16,221 |
| R J S Bell | 6,449 |
| L D Crandall | 15,849 |
| W P Day | 6,549 |
| M T Peterson | 10,459 |
| M R Nicolin | 10,000 |
- Beneficially held in own name or in the name of a trust, nominee company or private company.
Performance in relation to environmental regulations
Group entities are subject to environmental regulation in the jurisdictions in which they operate. The Group has risk management programs in place to address the requirements of the various regulations.
From time to time, Group entities receive notices from relevant authorities pursuant to local environmental legislation. On receiving such notices, the Group evaluates potential remediation or other options, associated costs relating to the matters raised and, where appropriate, makes provision for such costs.
The Directors are not aware of any material breaches of Australian or international environmental regulations during the year.
The Board monitors compliance with the Group’s environmental policies and practices, and believes that any outstanding environmental issues are well understood and are being actively managed. At the date of this Report, any costs associated with remediation or changes to comply with regulations in the jurisdictions in which Group entities operate are not considered material.
events after balance date
On 7 August 2012, the Company announced an agreement to acquire Comasec SAS and its subsidiaries. Comasec specialises in gloves for chemical protection, food handling, cut protection, mechanical protection and thermal protection. It is a significant participant in the European Personal Protective Equipment glove market.
Settlement of the acquisition is expected by October, subject to regulatory approvals. The (cash-free, debt-free) purchase price is €101.5 million (A$118 million) and is being funded out of the Company’s available cash and credit facilities.
Likely developments
The Company’s objective is to continue its profitable expansion both organically and by using the strength of Ansell’s balance sheet to create further shareholder value. In the opinion of the Directors, it would be likely to result in unreasonable prejudice to the Group if further information was to be included.
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AnseLL ANNUAL REPORT 2012
Indemnity
Upon their appointment to the Board, each Director enters into a Deed of Access, Indemnity and Insurance with the Company. These Deeds provide for indemnification of the Directors to the maximum extent permitted under law. They do not indemnify for any liability involving a lack of good faith. Since the date of the previous Report of the Directors, Mr John A Bevan upon his appointment to the Board on 1 August 2012, entered into a Deed on the same terms as those entered into by each Non-Executive Director.
No Director or officer of the Company has received the benefit of an indemnity from the Company during or since the end of the year.
Rule 61 of the Company’s Constitution also provides an indemnity in favour of officers (including the Directors and Company Secretary) of the Company against liabilities incurred while acting as such officers to the extent permitted by law. In accordance with the powers set out in the Constitution, the Company maintains a Directors’ and officers’ insurance policy. Due to confidentiality obligations and undertakings of the policy, no further details in respect of the premium or the policy can be disclosed.
Auditor independence
The Directors received the Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 , as follows:
==> picture [89 x 42] intentionally omitted <==
To: The Directors of Ansell Limited,
I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2012 there have been:
(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
KPMG
==> picture [79 x 40] intentionally omitted <==
Gordon Sangster Partner
Melbourne 14 August 2012
==> picture [365 x 52] intentionally omitted <==
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RePoRt of tHe dIReCtoRs CONTINUED
non-audit services
During the year, the Company’s auditor, KPMG, was paid the following amounts in relation to non-audit services provided by KPMG:
Taxation and Other Services: $58,490
Other Assurance and Advisory Services: $113,895
The Directors are satisfied, based on the advice of the Audit and Risk Committee, that the provision of the non-audit services detailed above by KPMG during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act.
The reasons for forming this opinion are:
-
The taxation and other services related predominantly to compliance matters in connection with statutory lodgements and the provision of advice to the Company’s Wuhan Jissbon operations in China.
-
The other assurance and advisory services related predominantly to limited financial and tax due diligence in connection with a proposed acquisition.
Rounding
Ansell Limited is a company of the kind referred to in Australian Securities and Investments Commission Class Order 98/100 (as in force on 30 June 2012), and, unless otherwise shown, amounts in this Report have been rounded off to the nearest one hundred thousand dollars.
This Report is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors.
==> picture [73 x 41] intentionally omitted <==
P L Barnes Director
==> picture [73 x 41] intentionally omitted <==
M R Nicolin Director
Dated in Melbourne this 14th day of August 2012.
AnseLL ANNUAL REPORT 2012
52
ReMUneRAtIon RePoRt
Dear Shareholder,
Ansell Limited is pleased to present its Remuneration Report for the year ended 30 June 2012.
Our remuneration philosophy is designed to provide a link between the achievement of the key objectives of our corporate strategy and executive reward. It is designed to reward, motivate and retain the Company’s executive team, with market competitive remuneration and benefits, to support the continued success of our businesses and the creation of shareholder value.
Accountability to shareholders is very important to Ansell and we are committed to simple and transparent reporting.
2012 Remuneration developments
During 2012 the Nomination, Remuneration and Evaluation (NRE) Committee of the Board reviewed Ansell’s long term incentive plan, which since 2009 has operated as a cash-based plan. The cash plan was introduced to simplify the long term incentive arrangements and to create a plan that was sufficiently flexible to reflect local market conditions and allow for consistency of arrangements for executives, given the global nature of the Company’s businesses. The NRE recommended and the Board approved a change in the long term incentive arrangements to include an equity based component for Senior Executives for the 2013 financial year. Details of the revised plan are outlined on page 62 of this report.
The Board also decided during the year to terminate the special purpose Project Fusion incentive plan that was introduced during the 2010 financial year for members of the team leading the Group’s business process transformation project (called Project Fusion) and for members of Ansell’s senior management team, including the CEO.
The first phase of the implementation of Project Fusion, which occurred at the beginning of the 2012 financial year, experienced design and interface issues which disrupted the North America operations in the first half of the financial year. These issues have been rectified but have delayed the remainder of the implementation timetable which was a key project milestone. On advice provided by management that the key project milestones and financial benefit target would not be able to be delivered over the performance measurement period as defined in the plan documentation the Board terminated the plan and no incentive payments will be made under the plan.
2012 outcomes
In a challenging environment the Company produced strong US dollar results with double digit increases in earnings before interest and tax (EBIT) and earnings per share (EPS) evidencing Ansell’s continuing focus on creating shareholder value. Sales for the year increased 4 per cent with the Sexual Wellness and Industrial GBU’s producing high single digit sales growth. The Specialty Markets GBU and the Sexual Wellness GBU also achieved strong growth at the EBIT line. EPS at US101.4 cents per share was at the upper end of the guidance range previously provided to the market.
The Company maintained a prudent approach to remuneration during the 2012 financial year, reflecting the continued focus on cost
control and appropriate reward for good performance:
-
salary increases across the Company were relatively modest at an overall 3 per cent, however, for the majority of the Executive Leadership Team, including the CEO, base salaries were not increased;
-
annual short term incentive awards were achieved at around target level; and
-
testing was completed following the end of the 2012 financial year in respect of the cash awards granted under the 2010 long term incentive plan. In light of Ansell’s strong EPS performance over the 3 year performance period the cash awards vested at the stretch level.
On behalf of the Board, I commend this Report to you.
R J S Bell
Chairman of Nomination, Remuneration and Evaluation Committee
AnseLL ANNUAL REPORT 2012
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ReMUneRAtIon RePoRt CONTINUED
The Directors of Ansell Limited present the Remuneration Report prepared in accordance with section 300A of the Corporations Act for the Group for the year ended 30 June 2012. This Report, which has been audited by KPMG, forms part of the Report of the Directors.
table 1 – Remuneration snapshot
Non-Executive Directors Peter L Barnes Glenn L L Barnes Ronald J S Bell John A Bevan (appointed 1 August 2012) L Dale Crandall W Peter Day Marissa T Peterson
| Discussion | ||
|---|---|---|
| in Report | ||
| Element of Remuneration | Summary | (Page) |
| Fees | Fees are not linked to the performance of the Company so that independence and | |
| impartiality is maintained. Directors are required to invest a minimum of 10% of their | ||
| gross fees in acquiring shares on market, and may elect to invest a higher proportion. | 56-57 |
|
| Other fees/benefts | Directors are permitted to be paid additional fees for special duties, including fees | |
| paid for serving on ad hoc project or transaction focused committees. | 57 | |
| Post-employment | Superannuation contributions are made at a rate that satisfes the Company’s statutorysuperannuation obligations. No additional retirement benefts arepaid. |
57 |
| CEO and Other KeyManagement Personnel(1) | ||
| Magnus R Nicolin | Managing Director & Chief Executive Ofcer (CEO) | |
| Peter B Carroll | President & General Manager Sexual Wellness GBU | |
| Scott R Corriveau | President & General Manager Industrial GBU (appointed 1 November 2011, previously | |
| President & General Manager Specialty Markets) | ||
| Thomas Draskovics | President & General Manager Speciality Markets (appointed 1 November 2011) | |
| Steve Genzer | Senior Vice President Operations | |
| Werner J Heintz | President & General Manager Industrial GBU (ceased employment 31 October 2011) | |
| Rustom F Jilla | Senior Vice President & Chief Financial Ofcer (CFO) | |
| AnthonyLopez | President & General Manager Medical GBU(appointed 3 October 2011) | |
| Discussion | ||
| in Report | ||
| Element of Remuneration | Summary | (Page) |
| Fixed remuneration | Fixed remuneration is set by reference to appropriate benchmark information, | |
| and having regard to the executive’s responsibilities, performance, qualifcations, | ||
| experience and location. | 59 | |
| Annual incentive | Participation in the Company’s annual short term incentive program gives executives | |
| the opportunity to earn a cash bonus if they achieve performance targets based on | ||
| annual growth in Sales Revenue, Segment EBIT, Proft Attributable, maximising Plant | ||
| Performance,Free Cash Flowgeneration and agreedpersonal objectives. | 59-60 | |
| Long term incentive | Participation in the Company’s long term incentive arrangements gives executives | |
| the opportunity to achieve a cash award subject to the achievement of performance | ||
| targets based on earningsper sharegrowth over a rollingthree-yearperiod. | 60-62 | |
| Project Fusion incentive plan (2010-13) | This special purpose incentive plan has been terminated by the Board. Further detail | |
| is set out in Section 3. | 63 | |
| Post-employment | Executives may be entitled to post-employment benefts, depending on the | |
| circumstances in which their employment is terminated. | 66 |
(1) Following amendments to the Corporations Act 2001 , the Company is no longer required to separately include the top 5 most highly remunerated executives if they are different from the Company’s Key Management Personnel. For the purposes of this Report, the Board has determined that in addition to the Non-Executive Directors , the Key Management Personnel of the Group (being those persons with authority and responsibility for planning, directing and controlling the activities of the Group), comprise the group executives named above (including the CEO). The Board has determined that the executives listed above perform roles and discharge responsibilities within the Group that satisfy the definition of Key Management Personnel in the accounting standards.
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section 1
Company Performance – Link to Reward
In a challenging environment the Company produced strong US dollar results with double digit increases in EBIT and EPS evidencing Ansell’s continuing focus on creating shareholder value. Sales for the year increased 4 per cent with the Sexual Wellness and Industrial GBU’s producing high single digit sales growth. The Specialty Markets GBU and the Sexual Wellness GBU also achieved strong growth at the EBIT line.
The Company has maintained its strong balance sheet and has significant capacity to invest in the GBU’s, make acquisitions, pay dividends or buy-back shares while maintaining investment grade financial ratios.
The 2012 annual short term incentive performance measures for Sales, Segment EBIT, Profit Attributable, Plant Performance and Free Cash Flow which were based in US dollars, were achieved in the majority of cases around target, at the Ansell Limited level. As a result awards were made to the CEO and Senior Executives against these performance measures. Further detail is set out in Section 3.
The table below summarises key indicators of the performance of the Company and relevant shareholder returns over the period from 2008 to 2012. In reviewing these indicators it should be recognised that the Company’s predominant global currency is the US dollar, the Company’s global businesses are managed in US dollars and the majority of the Senior Executives operate out of the Company’s operational headquarters located in the USA and therefore are paid in US dollars.
table 2 – Key indicators of Company Performance and shareholder Return
| 2008 | 2009 | 2010 | 2011 | 2012 | |
|---|---|---|---|---|---|
| Sales (US$m) | 1,116.0 | 1,002.9 | 1,086.2 | 1,206.9 | 1,255.3 |
| Sales (A$) | 1,244.7 | 1,352.1 | 1,230.6 | 1,219.8 | 1,218.3 |
| Segment EBIT (US$m) | 123.4 | 115.1 | 136.9 | 145.5 | 163.6 |
| Segment EBIT (A$m) | 137.9 | 152.9 | 153.9 | 147.7 | 159.2 |
| Proft Attributable (A$m) | 102.6 | 121.4 | 119.4 | 122.7 | 130.0 |
| Share Price at 30 June (A$) | 9.26 | 8.77 | 13.13 | 14.16 | 13.20 |
| EPS – US$ cents | 66.1 | 66.3 | 79.7 | 91.6 | 101.4 |
| EPS – A$ cents | 73.9 | 89.2 | 89.6 | 92.4 | 99.1 |
| Full-year dividend (A$) | 0.265 | 0.28 | 0.305 | 0.33 | 0.355 |
| Share buy-backs (A$m) | 111.9 | 3.8 | 51.2 | - | 32.6 |
| Total Shareholder Return(1)%p.a. | (23.4) | (4.8) | 48.4 | 7.8 | (6.5) |
(1) Total shareholder return, is broadly, a measure of the return to shareholders provided by movements in the Company’s share price plus any dividends paid in respect of the relevant financial period.
Over the period from 1 July 2008 to 30 June 2012:
-
the compound growth in total shareholder return (movement in the Company’s share price plus dividends received) was 11.7 per cent;
-
the compound growth rate in earnings per share (EPS) in US dollars has been 11.3 per cent; and
-
the compound growth in full-year dividend has been 7.6 per cent.
Over the same period the total remuneration for the Key Management Personnel, including the CEO, remained flat, of which base salaries in the relevant local currencies increased by a compound growth rate of less than 2.0 per cent. In addition, the Company has returned $87.6 million to shareholders by way of share buy-backs, has made sizeable investment in additional manufacturing capacity and the development of new products and has made strategic acquisitions as part of the Company’s multi-faceted approach to growth.
As part of the Board’s commitment to maximising the performance of the Company and shareholder wealth, employee performance is measured annually against agreed performance objectives set at the commencement of the relevant financial year. So far as practical, objectives aim to be Specific, Measurable, Achievable, Relevant and Time bound (‘SMART’).
The NRE Committee considers that a robust performance review system is essential in ensuring a strong link between remuneration and performance. The performance of the Chief Executive Officer is reviewed by the Non-Executive Directors of the Board. The performance of the Chief Financial Officer and all other Senior Executives is reviewed by the Chief Executive Officer and overviewed by the NRE Committee and the Board.
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section 2
non-executive directors’ Remuneration
A. Policy
The table below sets out the key principles relating to Non-Executive Directors’ remuneration.
| Principle | Comment |
|---|---|
| Aggregate Board and Committee fees | The current aggregate fee pool for Non-Executive Directors of $1,250,000 was approved |
| are approved by shareholders | by shareholders at the 2010 Annual General Meeting. |
| (Note: Some benefts are payable outside of the shareholder-approved cap – refer table 3 | |
| for details) | |
| Remuneration is structured to preserve | To preserve independence and impartiality, no element of Non-Executive Director |
| independence whilst creating alignment | remuneration is linked to the performance of the Company. However, to create alignment |
| between Directors and shareholders, the equivalent of at least 10% (and up to 100% if the | |
| Director elects) of gross annual fees must be invested from after-tax income to acquire | |
| Ansell shares at market value. | |
| Fees are set by reference to key | Board and Committee fees are set by reference to a number of relevant considerations |
| considerations | including: |
| responsibilities and risks attaching to the role of Director • |
|
| time commitment expected of Directors • |
|
| fees paid by peer companies • |
|
| independent advice received from external advisers • |
|
| the country of residence of our Directors (to ensure that the Directors’ fee attracts • |
|
| and retains the best international directors) | |
| No retirement benefts | No additional benefts are paid to Non-Executive Directors upon their retirement from ofce (i.e. only contributions to applicable superannuation funds during their term of ofce). |
| Regular reviews of remuneration | The Board periodically reviews its approach to Non-Executive Director remuneration to |
| ensure it remains in line with general industry practice and best practice principles of | |
| corporate governance. |
B. Components of Remuneration
Reflecting the Board’s focus on long term strategic direction and corporate performance rather than short term results, remuneration for the Chairman and other Non-Executive Directors is structured with a fixed fee component only. To reflect the global representation that exists in the composition of the current Board (which includes both US and UK resident directors), directors are paid in their local currency based on exchange rates agreed by the Board at the beginning of the financial year. No changes were made to the underlying Australian dollar Non-Executive Director fee levels during the year.
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AnseLL ANNUAL REPORT 2012
The table below summarises the components of Non-Executive Director remuneration.
table 3 – elements of non-executive directors’ Remuneration
| Included in | ||
|---|---|---|
| the Shareholder | ||
| Element | Description | Approved Cap? |
| Board fees: | Yes | |
| Chairman | A$242,500 | |
| Other Directors | A$97,000 / US$97,970 / £61,230 | |
| Committee fees: | Yes | |
| Chair of the Audit and Risk Committee | A$24,250 / US$24,492 / £15,308 | |
| (2.5 times the Committee fee) | ||
| Chair of the Nomination, Remuneration | A$19,400 / US$ 19,594 / £12,246 | |
| and Evaluation Committee | (2 times the Committee fee) | |
| Committee member | A$9,700 / US$9,797 / £6,123 | |
| (10% of the Board fee) | ||
| Travel allowance | A$10,000 / US$10,100 / £6,313 | Yes |
| Superannuation | Superannuation contributions are made on behalf of the Non-Executive | Yes |
| Directors at a rate of 9%, which satisfes the Company’s statutory | ||
| superannuation obligations. | ||
| Other fees/benefts | Non-Executive directors are permitted to be paid additional fees for special | No |
| duties or exertions, including fees paid for serving on ad hoc project or | ||
| transaction focussed committees which, for the 2012 fnancial year, included | ||
| the Business Process Transformation Committee. The fees payable to the Chair | ||
| and members of this Committee are the same as those payable to the Chair | ||
| and members of the Nomination, Remuneration and Evaluation Committee. |
In addition, Directors are also entitled to be reimbursed for all business related expenses, including travel expenses as may be incurred in the discharge of their duties.
C. Remuneration for 2012
Details of the remuneration provided to Non-Executive Directors’ for the 2012 financial year are set out in the following table.
table 4 – non-executive directors’ Remuneration
| Superannuation | ||||
|---|---|---|---|---|
| Fees | (1) | Contributions | Total | |
| $ | $ | $ | ||
| P L Barnes | 270,023 | 15,775 | 285,798 | |
| G L L Barnes | 148,349 | - | 148,349 | |
| R J S Bell | £84,688 | £2,283 | £86,971 | |
| L D Crandall | US$140,730 | US$3,763 | US$144,493 | |
| W P Day | 126,400 | 11,376 | 137,776 | |
| M T Peterson | US$145,972 | US$3,860 | US$149,832 |
(1) Includes amounts payable to the members of the Business Process Transformation Committee – M T Peterson (Chair), G L L Barnes and W P Day.
The total remuneration for all Directors for the 2012 and 2011 financial years is detailed in Note 25 to the financial statements contained in this Report.
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d. non-executive directors’ share Plan
The table below contains details of the shares acquired during the year on behalf of the Non-Executive Directors out of their after-tax fees through participation in the Non-Executive Directors’ Share Plan.
Shares are acquired quarterly on the ASX at the prevailing market price and are registered in the name of the Director, but are subject to a restriction on dealing until the Director ceases to hold office.
Shares were purchased on market (at no discount) on behalf of the Directors in September 2011 (at $13.60 per share), December 2011 (at $14.70 per share), March 2012 (at $14.52 per share) and June 2012 (at $13.50 per share).
table 5 – number of shares acquired by non-executive directors in the 2012 financial year
| P L Barnes | 2,018 |
|---|---|
| G L L Barnes | 961 |
| R J S Bell | 893 |
| L D Crandall | 927 |
| W P Day | 893 |
| M T Peterson | 964 |
section 3
Ceo and senior executive Remuneration
A. Policy
The diagram below illustrates the key aspects of the Company’s remuneration policy for Senior Executives (including the CEO, all other Key Management Personnel and the Company Secretary).
The remuneration policy is designed to:
Create shareholder value.
Reward, motivate and retain key Be flexible enough to reflect local executives. market conditions. ‘Pay for performance’ Total remuneration set by reference to local geographic market at: • 62.5th percentile for target performance. • 75th percentile for stretch performance.
Fixed remuneration 30-50% Based on: • market rate for job skills; • job requirements; and • individual performance.
At-risk STI At-risk LTI 50-70% (at target levels of performance) Targets linked to: Challenging and transparent targets • individual; linked to the creation of shareholder value. • business unit; and • corporate performance.
Use of external Remuneration Advisers
The NRE Committee is responsible for reviewing and recommending to the Board the remuneration policy, strategy and structure for Ansell’s Board, the Chief Executive Officer and Senior Executives. Where appropriate, the Committee seeks and considers advice from independent external remuneration advisers. In 2012 the Committee reviewed the process of engaging and seeking advice from external remuneration advisers and adopted a structure which ensures remuneration recommendations in relation to Key Management Personnel are free from undue influence by management.
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During 2012 Aon Hewitt was engaged by the Committee in accordance with this structure to provide advice and recommendations in respect of Key Management Personnel. The following key services were provided by Aon Hewitt:
-
benchmarking of CEO and Key Management Personnel remuneration;
-
advice and assistance to review Key Management Personnel remuneration arrangements;
-
advice and assistance to review the CEO remuneration arrangements; and
-
advice and assistance with the design and implementation of short term and long term incentive plans.
Aon Hewitt has provided a declaration to the Committee confirming that the recommendations provided on Key Management Personnel remuneration arrangements were made free from undue influence from any member of the Company’s Key Management Personnel and the Board is satisfied of this having regards to the processes and structure in place. The fees paid to Aon Hewitt for their advice and recommendations was $52,100.
B. Components of remuneration
I. fixed remuneration
Fixed remuneration comprises base salary plus contributions to superannuation and pension plans in accordance with relevant legislation or as contractually required.
Base salary, which is expressed in local currency, is set at the mid point of the market rate for a comparable role by reference to appropriate benchmark information and having regard to an individual’s responsibilities, performance, qualifications, experience and location.
II. At-risk remuneration
Annual incentive
table 6 – summary of the 2012 short term incentive plan
| What is the STI and | The annual short term incentive program (STI) is a cash-based plan that involves linking specifc targets with |
|---|---|
| who participates? | the opportunity to earn incentives based on a percentage of base salary for Senior Executives, |
| Why does the Board | The STI is designed to put a large proportion of annual executive remuneration ‘at-risk’ against meeting targets |
| consider the STI to | linked to Ansell’s annual business objectives. |
| be an appropriate | |
| incentive? | |
| What is the | In relation to members of the Senior Executive team, this generally comprises an amount equal to 45%–60% (80% |
| maximum amount executives can earn |
for the CEO) of their fxed annual remuneration for target performance, and up to 90%–120% (160% for the CEO) of their fxed annual remuneration for performance that is well in excess of target performance. |
| under the STI? | |
| What are the | Performance measures for 2012 were based on a mix of improvement in sales revenue (Sales), earnings before |
| performance conditions for the |
interest and tax (EBIT), plant performance, free cash fow and, for the CEO and CFO with more direct responsibility for overall corporate performance, proft attributable to shareholders (Proft Attributable). |
| STI? | In addition, the performance of each Senior Executive was assessed against key strategic objectives specifc to |
| their role and responsibilities, as determined by and agreed with the CEO (and, in the case of the CEO, by the Non- | |
| Executive Directors). | |
| The hurdles were set so that achievement of the internal fnancial goals (business plan) and personal objectives | |
| result in 100% of the award being earned. Incentives would start to be earned at 50% of the STI target level | |
| once performance measures exceeded threshold levels, which were set at 95% of the 2012 business plan goals. | |
| Additional incentive payments were available for performance exceeding target objectives. | |
| Why were these | The Board considers these performance measures to be appropriate as they are aligned with the Company’s |
| performance conditions chosen? |
objectives of delivering proftable growth and improving shareholder return. In addition, executives have a clear line of sight to the targets and are able to afect results through their actions. |
| Who assesses | The NRE Committee assesses performance against the conditions in respect of the CEO and makes a |
| performance and | recommendation to the Board. The CEO assesses the performance against the conditions in respect of other |
| when? | Senior Executives and makes recommendations to the NRE Committee. Performance against the hurdles is |
| determined, and incentives paid, following the completion of the audit of the accounts for the fnancial year. |
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To what extent The level of performance achieved in respect of the 2012 STI performance measures was as follows: were performance • Sales – performance goals were met in the majority of cases between threshold and target. conditions met • EBIT – performance goals were met in the majority of cases between threshold and stretch. during the year? • Profit Attributable – the performance goal was achieved above target. • Plant Performance – the performance goal was achieved above target. • Free Cash Flow – the performance goal was achieved above target.
Specific information relating to the STI payable for target performance and the percentage of the target awards achieved in respect of the Key Management Personnel is set out in Table 7.
table 7 – Annual incentive payments provided in relation to the 2012 financial year for Key Management Personnel pursuant to the Company’s stI plan
pursuant to the Company’s stI plan |
|||
|---|---|---|---|
| Percentage of | |||
| Value of Award at | Value of Award | Target Award | |
| Target Level (1) | Achieved (2) | Achieved | |
| M R Nicolin | US$660,000 | US$580,140 | 88 |
| R F Jilla | US$267,525 | US$224,453 | 84 |
| S R Corriveau | US$175,000 | US$200,000 | 114 |
| T Draskovics | US$125,000 | US$95,219 | 76 |
| S Genzer | US$162,500 | US$150,516 | 93 |
| A Lopez(3) | US$123,750 | US$71,961 | 58 |
| P B Carroll | $203,425 | $253,671 | 125 |
(1) Target award is the level at which achievement of the performance measures would result in 100% of the incentive being earned.
(2) The value of grants provided under the STI plan during the year is set out in this table. The minimum value of the STI, if the performance targets had not been satisfied, would have been nil.
(3) Pro-rata commencing on the date of employment (3 October 2011).
Long term incentive
In 2012 the Company operated a cash-based long term incentive (LTI) plan. The Company intends to adopt a new LTI structure in 2013, as described below.
Cash awards under the 2012 LTI plan are subject to a three-year performance period, during which period the Company must achieve specific earnings per share (EPS) performance measures in order for the awards to vest and executives to become entitled to the cash grant. The objectives behind the plan are to:
-
maintain simple long term incentive arrangements that are transparent to shareholders and provide Ansell’s executive team with performance measures that appropriately motivate their performance; and
-
establish long term incentive arrangements that are sufficiently flexible to reflect local market conditions and yet allow for consistency of arrangements for executives, given the global nature of Ansell’s businesses.
Company ePs – Us$ cents performance over the last 5 years
| 2008 | 2009 | 2010 | 2011 | 2012 | |
|---|---|---|---|---|---|
| EPS – US$ cents | 66.1 | 66.3 | 79.7 | 91.6 | 101.4 |
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AnseLL ANNUAL REPORT 2012
table 8 – summary of the 2012 long term incentive plan
| table 8 – summary of the 2012 long term incentive plan | table 8 – summary of the 2012 long term incentive plan |
|---|---|
| What is the LTI and who participates? The LTI plan is an element of the Company’s remuneration strategy. The LTI plan, which was implemented in the 2009 fnancial year, links Senior Executive reward with ongoing creation of shareholder value through the grant of cash awards, subject to performance conditions which underpin sustainable growth in shareholder value. The LTI plan is structured to align executive reward with Company performance and shareholder value. Participation in the Company’s LTI arrangements is only ofered to executives who are able, or have the potential, to infuence shareholder value. |
|
| How is the amount of the LTI cash award grant determined? Senior Executives are ofered a cash award grant under the Plan which is designed to be the equivalent of approximately 25%–40% of their total remuneration, at target level (on an annualised basis). Other executives are ofered cash award grants representing a lower proportion of their total remuneration. Details of the grants made to Key Management Personnel during the 2012 fnancial year are set out in Table 9. |
|
| What are the key terms of the cash awards granted under the LTI? Cash awards that are granted will vest subject to satisfaction of performance conditions set by the Board in respect of the grant. Grants under the Plan are tested over a three-year performance period. If the relevant performance conditions are satisfed at the end of the performance period, then the cash awards will vest automatically and payment of the cash award will be made to the participant. Senior Executives are required to reinvest 10% of any gross cash award that vests in shares in the Company purchased at market value on the ASX, and may elect for an additional portion of the award to be reinvested in shares. These shares must be held for a minimum of 10 years or until cessation of employment, whichever is sooner. |
|
| What are the performance conditions for the LTI cash awards granted in the 2012 fnancial year? |
The cash awards are subject to a performance condition based on growth in the Company’s earnings per share (EPS) over the relevant period. The Board selected US81.3 cents EPS (being the underlying proft for the 2011 fnancial year – reported earnings per share excluding the impact of deferred tax asset adjustments) as the base EPS for the 2011 fnancial year (Base Point). The target EPS growth rate is 7% per annum compound, measured from the Base Point to the end of the 2014 fnancial year. The stretch EPS growth rate is 10% per annum compound, measured from the Base Point to the end of the 2014 fnancial year. Accordingly, in order for the awards to vest, EPS growth in underlying proft to US99.6 cents (target) to US108.2 cents (stretch) will need to be achieved over the three year performance period. |
| The Board will exclude the efect of net changes in capital when measuring EPS performance. This ensures the Company’s capital management program of share buy-backs will not infuence performance against these targets. The Board may vary the performance conditions to take account of the efect of any material business acquisition or divestment and any exceptional non-operating items that may occur during the performance period. |
|
| Thepercentage of the cash awardgrant which vests atparticular EPSgrowth rates is as follows: | |
| EPSgrowth Cash awardgrant that vest(%) |
|
| Below target 0 |
|
| Target 100 |
|
| Between target and stretch Slidingscale from 100 to 200 |
|
| Above stretch 200 |
|
| Why were these performance conditions chosen? |
The Board selected EPS as a performance measure for vesting of the cash awards on the basis that it: is a relevant indicator of increases in shareholder value; and • is a target that provides a suitable line of sight to encourage and motivate executive performance. • |
| What happens in the event of a change of control? |
The Board has discretion to determine if the cash awards will vest in the event of a change of control. |
| What happens if the executive ceases employment during the performance period? |
Where a participating executive ceases employment with the Company any unvested cash award will lapse, except where employment ceases due to death, disability or other exceptional circumstances with the approval of the Board, in which case the Board has a discretion to determine that the cash award will vest on a pro-rata basis (having regard to performance up to cessation of employment). |
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As part of its remuneration strategy, the Company made the following cash award grants during the year to Key Management Personnel.
table 9 – LtI grants made to Key Management Personnel during the 2012 financial year pursuant to the Company’s LtI Plan
LtI Plan |
|
|---|---|
| Value of Cash Award | |
| at Target Level (1) | |
| M R Nicolin | US$1,031,250 |
| R F Jilla | US$501,609 |
| S R Corriveau | US$344,500 |
| T Draskovics | US$246,046 |
| S Genzer | US$325,000 |
| A Lopez | US$330,000 |
| P B Carroll | $244,110 |
(1) Target award is the level at which achievement of the performance measures would result in 100% of the incentive being earned.
Changes to the LtI Plan for 2013
Following a review by the NRE Committee of the Company’s Senior Executive remuneration structure in 2012, the Board has decided to put in place a new equity based long term incentive for Senior Executives in the 2013 financial year that will continue to focus on rewarding Senior Executives for delivered performance against the Company’s financial and strategic objectives and to align long term Senior Executive rewards with shareholder interests and the creation of shareholder value.
This incentive plan will involve granting performance share rights to the Managing Director, for which approval will be sought at the Company’s 2012 AGM. Other members of the Executive Leadership Team and Vice Presidents will receive 50 per cent of their long term incentive in the form of performance share rights, while the balance of their incentive will remain cash based. For the remainder of the senior management team participating in the incentive plan their incentive will continue to be cash based.
In addition, the NRE recommended a change to the applicable performance conditions. As a result the Board has determined that in addition to the achievement of predetermined compound annual earnings per share growth targets, the 2013 long term incentive plan will introduce a new performance hurdle based on the Company’s return on equity performance, similar to the performance condition applying to the CEO Special Long Term Incentive Plan.
Previous long term incentive arrangements
2010
In the 2010 financial year the Company had a cash-based LTI plan. Cash awards under the LTI plan were subject to a three-year performance period that was tested at the end of the 2012 financial year. During the performance period the Company was required to achieve specific EPS performance measures in order for the awards to vest and executives to become entitled to the cash grant.
The cash awards are subject to performance measures based on the growth in the Company’s EPS over the performance period. The Board selected US61.2 cents EPS, (being the underlying profit for the 2009 financial year – reported earnings per share excluding the impact of deferred tax asset adjustments) as the base EPS for the 2010 financial year (Base Point).
The target EPS growth rate was 5 per cent per annum compound, measured from the Base Point to the end of the 2012 financial year. This equated to a target EPS of US70.9 cents.
The stretch EPS growth rate was 10 per cent per annum compound, measured from the Base Point to the end of the 2012 financial year. This equated to a stretch EPS of US81.5 cents.
Accordingly, as the underlying EPS for the 2012 financial year was US93.9 cents, actual performance exceeded the stretch target therefore the cash grants vested at the stretch level.
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AnseLL ANNUAL REPORT 2012
2011
In the 2011 financial year the Company had a cash-based LTI plan. Cash awards under the LTI plan are subject to a three-year performance period that will be tested at the end of the 2013 financial year. During the performance period the Company is required to achieve specific EPS performance measures in order for the awards to vest and executives to become entitled to the cash grant.
The cash awards are subject to performance measures based on the growth in the Company’s EPS over the performance period. The Board selected US69.5 cents EPS, (being the underlying profit for the 2010 financial year – reported earnings per share excluding the impact of deferred tax asset adjustments) as the base EPS for the 2011 financial year (Base Point).
The target EPS growth rate is 5 per cent per annum compound, measured from the Base Point to the end of the 2013 financial year. This equates to a target EPS of US80.5 cents.
The stretch EPS growth rate is 10 per cent per annum compound, measured from the Base Point to the end of the 2013 financial year. This equates to a stretch EPS of US92.5 cents.
Project fusion incentive plan (now terminated)
During the 2010 financial year the Board approved a one-off three and a half year cash based incentive plan for members of the team leading the Group’s business process transformation project (called Project Fusion) and for members of Ansell’s senior management team, including the CEO.
The incentive plan set ambitious performances measures, including key project milestones that were required to be achieved by specified dates on-time, on-budget and with no business interruptions. The milestones included the design, testing and implementation of various business and IT systems that were to be rolled out progressively in each of the core regions in which Ansell operates over the three and a half years of the project.
The Board also approved an overall cumulative financial benefit target that was required to be achieved before any member of the Senior Executive team was eligible to receive an award. No part of the incentive was payable to Senior Executives before the end of the project on 30 June 2013,
The first phase of the implementation, which occurred at the beginning of the 2012 financial year, experienced design and interface issues which disrupted the North America operations in the first half of the financial year. These issues have been rectified but have delayed the remainder of the implementation timetable which was a key project milestone. On advice provided by management that the key project milestones and financial benefit target would not be able to be delivered over the performance measurement period as defined in the plan documentation the Board has terminated the plan and as such no payments will now be made to participants in the plan.
Ceo special Long term Incentive Plan
As approved by shareholders at the 2010 Annual General Meeting, the Managing Director and Chief Executive Officer has been allocated 129,730 performance rights pursuant to the CEO Special Long Term Incentive Plan. These rights are intended to align the CEO’s interest with shareholders over the longer term.
The rights were granted in two tranches, with 20 per cent of the total allocation to vest at the completion of 4 years (30 June 2014) and the balance of 80 per cent to vest after five years (30 June 2015), subject to the performance condition being met.
The applicable performance condition is that Ansell’s Return on Equity (ROE) in each of financial years 2014 and 2015 must equal at least 1.5 times Ansell’s Weighted Average Cost of Capital. The Board has selected this performance target as the Board believes ROE to be a strong long term measure of how efficiently the capital employed in the business has been used to generate earnings growth which should translate to an appropriate level of return for shareholders. If the performance condition applicable to a tranche is not satisfied, the performance rights will lapse.
The Board believes that it is important that the CEO’s interests are aligned with those of shareholders. The grant of performance rights, each entitling the CEO to an ordinary share in the capital of Ansell Limited upon satisfaction of the performance condition, means that a significant amount of his remuneration will be determined by reference to the value of Ansell shares at the end of the applicable vesting periods.
As the performance condition is not tested until 2014, no part of the CEO Special Long Term Incentive Plan vested (or lapsed) during the financial year.
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C. Remuneration of Key Management Personnel
2012
Details of the remuneration provided to Key Management Personnel are set out in the following table.
table 10 – Key Management Personnel Remuneration
| Short | Long | Long | Other | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Term | Post Employment | Term | Term | Benefts | |||||||
| Proportion | |||||||||||
| of Total | |||||||||||
| Remuneration | |||||||||||
| Base | Annual | Non-Salary |
Superannuation | Cash | Equity | Termination | Performance | ||||
| Salary | Incentive | Benefts (1) | Contributions (2) | Based | (3) | Rights(4) | Payment (7) | Total | Related | ||
| M R Nicolin(5) | US$ | 856,731 | 580,140 | 102,927 | 305,791 | 1,547,454 | 240,000 | 3,633,043 | 65.2% |
||
| R F Jilla(5) | US$ | 463,024 | 224,453 | 29,614 | 134,827 | 806,281 | 1,658,199 | 62.1% | |||
| S R Corriveau(5) | US$ | 345,000 | 200,000 | 129,268 | 74,857 | 498,201 | 1,247,326 | 56.0% |
|||
| T Draskovics(5)(8) | US$ | 163,461 | 95,219 | 2,655 | 27,806 | 123,596 | 412,737 | 53.0% | |||
| S Genzer(5) | US$ | 337,500 | 150,516 | 142,844 | 84,186 | 325,000 | 1,040,046 | 45.7% | |||
| A Lopez(5) | US$ | 247,500 | 71,961 | 150,820 | 22,713 | 110,000 | 602,994 | 30.1% | |||
| P B Carroll(6) | $ | 406,850 | 253,671 | 35,360 | 91,434 | 340,730 | 1,128,045 | 52.7% | |||
| Former | |||||||||||
| Executive(7) | |||||||||||
| W Heintz | € | 217,176 | 44,846 | 47,575 | 155,572 | 2,229,771 | 2,694,940 | ||||
| Total Remuneration – Key Management | Personnel | ||||||||||
| US$ | 2,413,216 | 1,322,289 | 558,128 | 650,180 | 3,410,532 | 240,000 | 8,594,345 | ||||
| $ | 406,850 | 253,671 | 35,360 | 91,434 | 340,730 | 1,128,045 | |||||
| € | 217,176 | 44,846 | 47,575 | 155,572 | 2,229,771 | 2,694,940 |
(1) Includes the cost to the Company of cash benefits such as motor vehicle, relocation and housing allowances, executive insurance and sign-on bonuses of US$75,000 for S Genzer and US$120,000 for A Lopez.
(2) Includes contributions to USA benefit or non-qualified pension plans, European pension plans and to an Australian superannuation fund, as applicable.
(3) Includes amounts provided in respect of the Company’s 2010, 2011 and 2012 cash based long term incentive plans.
(4) Amount provided in respect of the CEO’s special long term incentive plan
(5) USA-based officers paid in US$. The average exchange rate for the 2012 financial year was US$1.03236 = A$1.00.
(6) Australian-based officer paid in A$.
(7) Ceased employment effective 31 October 2011. The termination amount provided for payment to Mr Heintz as part of his cessation of employment was made in accordance with Belgian labour law and his pre-2009 contract of employment.
(8) Pro-rated from date of appointment.
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AnseLL ANNUAL REPORT 2012
2011
Details of the remuneration provided to Key Management Personnel are set out in the following table.
table 10 – Key Management Personnel Remuneration
| Short | Post | Long | Long | Other | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Term | Employment | Term | Term | Benefts | ||||||
| Proportion | ||||||||||
| of Total | ||||||||||
| Remuneration | ||||||||||
| Base | Annual | Non-Salary |
Superannuation | Cash | Equity | Termination | Performance | |||
| Salary | Incentive | Benefts(1) | Contributions (2) | Based(3) | Rights(4) | Payment (8) | Total | Related | ||
| M R Nicolin(5) | US$ | 811,538 | 1,174,800 | 109,309 | 164,591 | 1,000,000 | 240,000 | 3,500,238 | 69.0% |
|
| R F Jilla(5) | US$ | 440,019 | 433,390 | 29,568 | 144,971 | 1,418,517 | 2,466,465 | 75.1% | ||
| S R Corriveau(5) | US$ | 296,300 | 219,000 | 1,422 | 75,506 | 833,547 | 1,425,775 | 73.8% |
||
| S Genzer(5) | US$ | 275,000 | 205,711 | 50,000 | 27,967 | 108,333 | 667,011 | 47.1% | ||
| W J Reed(5) | US$ | 309,531 | 212,458 | 37,859 | 105,277 | 904,635 | 1,569,760 | 71.1% | ||
| W G Reilly(5) | US$ | 346,957 | 305,870 | 30,881 | 101,695 | 1,004,658 | 1,790,061 | 73.2% | ||
| W J Heintz(6) | € | 348,922 | 280,450 | 47,520 | 111,118 | 415,386 | 1,203,396 | 57.8% | ||
| P B Carroll(7) | $ | 400,925 | 269,640 | 35,360 | 80,185 | 486,810 | 1,272,920 | 59.4% | ||
| Former | ||||||||||
| Executive(8) | ||||||||||
| S Papier | US$ | 265,469 | - | 33,369 | 75,712 | - | 300,000 | 674,550 | ||
| Total Remuneration | – Key Management | Personnel | ||||||||
| US$ | 2,744,814 | 2,551,229 | 292,408 | 695,719 | 5,269,690 | 240,000 | 300,000 | 12,093,860 | ||
| € | 348,922 | 280,450 | 47,520 | 111,118 | 415,386 | 1,203,396 | ||||
| $ | 400,925 | 269,640 | 35,360 | 80,185 | 486,810 | 1,272,920 |
(1) Includes the cost to the Company of cash benefits such as motor vehicle, telephone and financial planning allowances, executive insurance and a sign-on bonus of US$50,000 for S Genzer.
(2) Includes contributions to USA benefit or non-qualified pension plans, European pension plan and to an Australian superannuation fund, as applicable.
(3) Includes amounts provided in respect of the Company’s 2009, 2010 and 2011 cash based long term incentive plans.
(4) Amount provided in respect of the CEO’s special long term incentive plan
(5) USA-based officers paid in US$. The average exchange rate for the 2011 financial year is US$0.9899 = A$1.00.
(6) Europe-based officer, paid in €. The average exchange rate for the 2011 financial year is €0.7253 = A$1.00.
(7) Australian-based officer paid in A$.
(8) Ceased employment effective 9 May 2011. A termination amount was provided for payment to Mr Papier as part of his cessation of employment.
The total remuneration for all Senior Executives for the 2012 and 2011 financial years is detailed in Note 25 to the financial statements contained in this Report.
AnseLL ANNUAL REPORT 2012
65
ReMUneRAtIon RePoRt CONTINUED
d. service Agreements
The remuneration and other terms of employment for the CEO and other Senior Executives are covered in formal agreements or letters of offer. Each of these agreements makes provision for a fixed remuneration component, performance-related annual cash incentive (as described above), other benefits, and participation, where eligible, in the Company’s long term incentive arrangements (as described above).
Chief executive officer
The Employment Agreement entered into with the CEO:
-
does not specify a fixed term of employment;
-
provides that the Company may terminate the CEO’s employment upon giving 12 months’ notice or payment in lieu, and may terminate immediately in the case of wilful misconduct;
-
provides that in certain circumstances, such as a material diminution of responsibility or the CEO ceasing to be the most Senior Executive of Ansell, the CEO may be entitled to a payment equivalent to 12 months’ base salary;
-
requires the CEO to give the Company at least six months’ notice of resignation; and
-
in order to protect the Company’s business interests, prohibits the CEO from engaging in any activity that would compete with the Company for a period of 12 months following termination of his employment for any reason.
The Employment Agreement entered into with the CEO has been drafted to comply with the new legislative provisions of the Corporations Act regarding the payment of benefits on termination.
Other Key Management Personnel – Current executives
R Jilla, S Corriveau and T Draskovics are assumed to be employed ‘at will’. As such, their respective service agreements do not specify a fixed term of employment. These executives are, in general, eligible for payments upon termination (other than for gross misconduct) equal to 12 months’ base salary plus certain other contractual entitlements. These executives would typically be expected to give the Company four weeks’ notice of resignation.
In certain circumstances, such as a material diminution of responsibility, the Company may be deemed to have terminated Mr Jilla’s appointment and would be liable to make a termination payment equivalent to 12 months’ base salary and his target annual incentive for the relevant year.
P Carroll is an Australian-based executive, and is employed under a service agreement of unlimited duration. The Company may terminate Mr Carroll’s employment by making a severance payment equal to 12 months’ base salary, other than termination for cause.
Each of the service agreements for these Senior Executives were entered into prior to the amendments to the Corporations Act regarding the payment of benefits on termination, which came into effect on 24 November 2009.
S Genzer and A Lopez, who are based in the USA, are employed ‘at will’ and as such, their service agreement does not specify a fixed term of employment, however the agreements has been drafted to comply with the new legislative provisions of the Corporations Act regarding the payment of benefits on termination.
The Board believes that the termination conditions agreed with the CEO and other Senior Executives are reasonable and mutually beneficial for the Company and the executives involved.
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AnseLL ANNUAL REPORT 2012
seCtIon 4
The following remuneration structure, which is considered to best align with the objective of sustained shareholder wealth creation over time and ensure that the reward strategy will continue to be an effective element in attracting and retaining talent, is being adopted for FY2013.
| Remuneration | |||
|---|---|---|---|
| Component | Beneft Type | FY2012 | FY2013 |
| Fixed | Cash | Set by reference to appropriate benchmark | Set by reference to appropriate benchmark |
| Remuneration | information. The annual compensation | information. The annual compensation review | |
| review to occur 1 January 2012. | to occur 1 October 2012 for this year and for | ||
| all future years. | |||
| Annual Incentive | Cash | Annual incentive payment based on the | Annual incentive payment based on the |
| achievement of specifc sales and proftability | achievement of specifc sales and proftability | ||
| performance targets and agreed personal | performance targets and agreed personal | ||
| objectives. | objectives. | ||
| Long Term | Cash Based for 2012. | Long term incentive subject to the | Long term incentive subject to the |
| Incentive | achievement of predetermined compound | achievement of a specifc return on equity | |
| Cash Based or Cash/ | annual earnings per share (EPS) growth | (ROE) performance hurdle and predetermined | |
| Performance Share | targets over a rolling three year period. | compound annual earnings per share (EPS) | |
| Rights or Performance | Senior Executives are required to reinvest | growth targets over a rolling three year period. | |
| Share Rights for 2013. | 10% of any gross cash award that vests | ||
| in shares in the Company. |
AnseLL ANNUAL REPORT 2012
67
dIsCUssIon And AnALYsIs of tHe fInAnCIAL stAteMents
Although the Company reports in Australian dollars, the United States (US) dollar is the currency in which the global business is managed.
The following discussion and analysis is provided to assist members in understanding the Group’s operating results for the year and is in US dollars (US$). Presentation of the Group’s results in US dollars can be found in Note 33 of the Financial Statements.
financial Performance – Income statement
Sales revenue in 2011/2012 was US$1,255.3 million up 4 per cent on US$1,206.9 million in 2010/2011. Strong sales growth in the Emerging Markets continued and the three businesses acquired by Ansell in 2011/2012 (SANDEL Medical Industries, Shanghai FTC and Trelleborg Protective Products) also contributed. However, these positives were offset by problems experienced in the first half of the year with the implementation of a global ERP system (Project Fusion) in the North America (NA) and Latin America/Caribbean (LAC) regions and by a slowdown in European sales growth (accompanied by a weaker Euro) in the second half of the year. From a GBU perspective, sales growth came from Industrial and Sexual Wellness, which both had high single digits growth.
Ansell’s Business Segment earnings before interest and tax (Business Segment EBIT) increased 12.4 per cent from US$145.5 million to US$163.6 million. The increase in Business Segment EBIT came from an increase in Gross Profit after Distribution Expenses (GPADE) which was driven by a better sales mix, some volume growth and higher pricing, partially offset by higher input costs and the impact of lost sales and higher distribution costs due to Fusion. Selling, General and Administration (SG&A) expenses rose mainly due to additional sales and marketing staff, Emerging Markets expansion and advertising/promotional costs. There were also unusual SG&A items that offset each other during the full year, while pulling down first half Business Segment EBIT (non-restructuring severance costs and Fusion remediation expenses) and significantly boosting second half Business Segment EBIT (gains on the sale of surplus land).
The Industrial GBU accounted for 40 per cent of Ansell’s 2011/2012 sales and 51 per cent of Business Segment EBIT. Sales increased 7 per cent despite NA and LAC Fusion issues and the European economic situation. The LAC and Asia Pacific (AP) regions both delivered double digit Industrial sales increases and the Europe, Middle East and Africa (EMEA) region fell just short of double digit growth. The second half of the year also saw a strong recovery in the NA region. The three core glove brands (HyFlex®, TNT® and AlphaTec®) also did well, with 10 per cent sales growth in total.
Industrial Business Segment EBIT increased from US$81.9 million in 2010/2011 to US$83.7 million in 2011/2012. The increase was assisted by a better sales mix, higher pricing and lower year on year restructuring expenses however much of this was offset by higher raw material prices, the impact of Fusion and increased spending on Sales and Marketing activities across the Regions (including on sales forces and infrastructure in key Emerging Markets). Investments were also made to build on Ansell’s Research and Development expertise and these are all expected to provide solid returns in the future.
The Specialty Markets GBU accounted for 14 per cent of Ansell’s 2011/2012 sales and 4 per cent of Business Segment EBIT. Sales were up 1 per cent year-on-year as continued Construction/DIY and Chemical Liquid Handling gloves growth was offset by the loss of some low margin Food Services sales (mostly Fusion related) and by delayed renewals of some US military glove contracts. Product portfolio optimisation has continued and Ansell has been broadening its military/First Responders (FR), construction, and oil & gas glove ranges. New product releases accelerated sharply during the year with extensions to the ActivArmr®, VersaTouch™ and Projex® glove ranges and this trend is expected to continue in the coming year.
Speciality Markets Business Segment EBIT rose strongly from US$2.5 million in 2010/2011 to US$7.2 million in 2011/2012, assisted by an improved sales mix and by price increases. Segment EBIT/Sales improved to 4.1 per cent but remains well below the 12 per cent target level that Speciality Markets must reach within the next couple of years. Ansell expects to continue with proactive product portfolio management and selective investment in organic growth. Acquisitions that provide added capabilities will also continue to be made. The Trelleborg Protective Products (which is now called Ansell Protective Solutions) acquisition expands our position in the key Personal Protective Equipment (PPE) adjacency (clothing) and a priority vertical (FR) by expanding Ansell’s offering to existing customer groups and bringing new customers. The recently announced acquisition of Comasec SAS, which is expected to close by October 2012, should also bring added sales and capabilities to both the Industrial and Speciality Markets businesses.
The Medical GBU accounted for 28 per cent of Ansell’s 2011/2012 sales and 24 per cent of Business Segment EBIT. Sales for the year fell 1 per cent from 2010/2011 as Ansell continued to exit from the natural rubber latex (NRL) examination gloves market, with volumes falling 38 per cent. Sales of surgical gloves increased by 3 per cent with strong growth in synthetic glove volumes of 17 per cent more than offsetting a decline in Powdered NRL gloves. The SANDEL business acquired in July 2011 had a solid first year and strong growth is expected with the core product ranges being launched globally and many new product releases expected during the next year. A number of new surgical gloves are also planned for release in 2012/2013 under the core GAMMEX®, ENCORE® and MEDI-GRIP® brands.
Despite the slight reduction in sales, Medical Business Segment EBIT increased from US$39.2 million in 2010/2011 to US$39.5 million in 2011/2012, with the EBIT to Sales margin therefore improving slightly from 10.9 per cent to 11.1 per cent. This was mostly due to a better glove product mix (surgical vs. examination) and to higher contributions from surgical safety products (including SANDEL)
68
AnseLL ANNUAL REPORT 2012
which offset additional distribution costs in the USA (Fusion related), higher year-on-year NRL costs (although there was a decline in NRL prices in the second half) and increased SG&A expenses.
The Sexual Wellness GBU accounted for 18 per cent of Ansell’s 2011/2012 sales and 21 per cent of Business Segment EBIT. Sales were up 8 per cent driven by condom line and range extensions (SKYN®, SKYN® large, SKYN® Extra Lubricated and Zero®) strong Emerging Markets growth and by a 24 per cent growth in the Lubricants and Devices product category. SKYN continues to grow rapidly and the range was extended during the year with the release of the SKYN® large and SKYN® Extra Lubricated. In addition a major global promotional program has been undertaken with very positive results. The number of new product releases increased during the year and should accelerate further in 2012/2013 with the release of the ‘amele™’ female intimate freshness range as well as many new condom offerings.
Sexual Wellness Business Segment EBIT increased 52 per cent from US$21.9 million in 2010/2011 to US$33.2 million in 2011/2012 even after absorbing an increase in restructuring costs over the previous year of US$1.3 million. This business has been extensively restructured in recent years and the capacity of the two main plants in Thailand and India has been significantly expanded. GPADE margins rose strongly due to operational improvements and a better product mix and this more than offset the continued significant investment in Sales and Marketing people/infrastructure and in advertising/promotion programs.
Higher Net Interest Bearing Debt, new borrowing facilities and lower rates earned on cash deposited in Australia lead to an increase in net finance costs from US$4.0 million in 2010/2011 to US$5.0 million in the current year. However, interest cover remains a healthy 35.0 times (compared to 2010/2011’s 39.0 times).
Income tax expense for the year was US$12.1 million compared with US$8.1 million the previous year. This increase was primarily due to the lower adjustment for Deferred Tax Asset/Non-Operational Tax Items (DTAs/NOTIs) of U$9.8 million in 2011/2012 compared to US$13.7 million in 2010/2011. However, the book tax rate excluding DTAs/NOTIs was also lower (at 14.8 per cent in 2011/2012 versus last year’s 16.4 per cent) as Fusion impacted taxable income in the United States.
Net Profit attributable to shareholders for the year was US$133.0 million up 9 per cent on the previous year’s US$121.7 million.
Earnings per share of US 101.4 cents was up 11 per cent up on the previous year’s US 91.6 cents.
financial Position – Balance sheet
Total assets increased from US$1,298.1 million in 2010/2011 to US$1,353.9 million in 2011/2012, while total liabilities increased from US$574.9 million to US$630.3 million.
Working capital increased sharply in the first half of the year due mostly to the issues with Fusion but improved in the second half with inventories reducing from March 2012 onwards. Days Sales Outstanding (DSO) improved steadily over the second half averaging 1/2 day less than in the prior year. Additional working capital required to support higher sales and the three acquisitions made during the year accounted for approximately two thirds of the increase.
Cash usage also increased in 2011/2012 with a Share Buyback (US$33.4 million), three acquisitions (totaling US$44.8 million) and a US$4.5 million investment in Lakeland Industries. As such, Net Interest Bearing Debt at 30 June 2012 was US$56.1 million, as compared to (US$10.2 million) a year earlier and Gearing was 7.2 per cent compared to last year’s -1.4 per cent.
Cash flow statement
Net cash provided by operating activities was US$98.0 million, compared with US$128.0 million in 2010/2011 predominantly due to the higher level of working capital. Capital expenditure at the Group’s plants rose from US$23.2 million in 2010/2011 to US$28.4 million in 2011/2012.
financing facilities
During the year additional borrowing facilities totaling a net US$250 million were established. As at 30 June 2012 the Group has US$325 million and Euro 65 million revolving credit bank facilities. The US$325 million (US$184.5 million drawn down) matures on various dates between 20 December 2013 and 31 January 2016. Of the Euro 65 million, Euro 15 million matures on 2 July 2012 (nil drawn down), Euro 27.5 million (fully drawn down) matures on 24 November 2014 and Euro 22.5 million (Euro 7.5 million drawn down) matures on 25 May 2015. The Group has also issued Senior Notes for US$20 million and Euro 30 million maturing on 6 June 2020. These facilities can be accessed by certain Australian, US and European subsidiaries.
AnseLL ANNUAL REPORT 2012
69
ConsoLIdAted InCoMe stAteMent
OF ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | ||
|---|---|---|---|
| Note | A$m | A$m | |
| Revenue | |||
| Total revenue | 3 | 1,225.1 | 1,228.2 |
| Expenses | |||
| Cost of goods sold | (718.1) | (745.2) | |
| Distribution | (59.7) | (53.2) | |
| Selling, general and administration | (291.1) | (282.6) | |
| Total expenses, excluding fnancing costs | (1,068.9) | (1,081.0) | |
| Financingcosts | 4 | (11.7) | (12.5) |
| Proft before income tax | 144.5 | 134.7 | |
| Income tax expense | 7 | (11.5) | (8.8) |
| Proft for theperiod | 133.0 | 125.9 | |
| Proft for the period is attributable to: | |||
| Ansell Limited shareholders | 130.0 | 122.7 | |
| Non-controllinginterests | 3.0 | 3.2 | |
| Proft for theperiod | 133.0 | 125.9 |
| cents | cents | ||
|---|---|---|---|
| Earnings per share is based on proft attributable to Ansell Limited shareholders | |||
| Basic earnings per share | 31 | 99.1 | 92.4 |
| Diluted earningsper share | 31 | 98.9 | 92.3 |
The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
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AnseLL ANNUAL REPORT 2012
ConsoLIdAted stAteMent of CoMPReHensIVe InCoMe
OF ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Proft for the period | 133.0 | 125.9 |
| Other comprehensive income | ||
| Actuarial (loss)/gain on defned beneft pension/post retirement health beneft plans | (8.1) | 2.0 |
| Net exchange diference on translation of fnancial statements of foreign operations | (2.6) | (62.7) |
| Change in fair value of available for sale fnancial assets | (0.9) | - |
| Net movement in efective hedges for year | (5.3) | (12.0) |
| Tax on other comprehensive income | 5.6 | (0.6) |
| Other comprehensive income for theperiod net of income tax | (11.3) | (73.3) |
| Total comprehensive income for theperiod | 121.7 | 52.6 |
| Attributable to: | ||
| Ansell Limited shareholders | 119.2 | 51.6 |
| Non-controllinginterests | 2.5 | 1.0 |
| Total comprehensive income for theperiod | 121.7 | 52.6 |
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
AnseLL ANNUAL REPORT 2012
71
ConsoLIdAted BALAnCe sHeet
OF ANSELL LIMITED AND SUBSIDIARIES AS AT 30 JUNE 2012
| 2012 | 2011 | ||
|---|---|---|---|
| Note | A$m | A$m | |
| Current assets | |||
| Cash on hand | 9 | 0.7 | 2.0 |
| Cash at bank and on deposit | 9 | 245.1 | 237.0 |
| Cash assets – restricted deposits | 9 | 3.5 | 3.5 |
| Trade and other receivables | 10 | 191.5 | 180.6 |
| Inventories | 11 | 212.5 | 185.4 |
| Other | 12 | 10.0 | 10.3 |
| Total current assets | 663.3 | 618.8 | |
| Non-current assets | |||
| Trade and other receivables | 10 | 2.1 | 1.5 |
| Investments | 13 | 4.0 | 0.1 |
| Property, plant and equipment | 14 | 150.6 | 140.9 |
| Intangible assets | 15 | 389.6 | 339.0 |
| Deferred tax assets | 16 | 119.5 | 98.1 |
| Other | 19.2 | 17.9 | |
| Total non-current assets | 685.0 | 597.5 | |
| Total assets | 1,348.3 | 1,216.3 | |
| Current liabilities | |||
| Trade and other payables | 17 | 172.9 | 167.5 |
| Interest bearing liabilities | 18 | 16.7 | 185.2 |
| Provisions | 19 | 49.5 | 60.3 |
| Current tax liabilities | 14.3 | 11.8 | |
| Total current liabilities | 253.4 | 424.8 | |
| Non-current liabilities | |||
| Trade and other payables | 17 | 5.0 | 0.5 |
| Interest bearing liabilities | 18 | 284.2 | 42.2 |
| Provisions | 19 | 20.0 | 17.6 |
| Retirement beneft obligations | 20 | 17.7 | 12.4 |
| Deferred tax liabilities | 21 | 29.6 | 25.7 |
| Other | 17.6 | 15.5 | |
| Total non-current liabilities | 374.1 | 113.9 | |
| Total liabilities | 627.5 | 538.7 | |
| Net assets | 720.8 | 677.6 | |
| Equity | |||
| Issued capital | 6(a) | 862.2 | 893.9 |
| Reserves | 6(b) | (109.0) | (104.8) |
| Accumulated losses | (46.5) | (125.2) | |
| Total equity attributable to Ansell Limited shareholders | 706.7 | 663.9 | |
| Non-controllinginterests | 14.1 | 13.7 | |
| Total equity | 720.8 | 677.6 |
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
AnseLL ANNUAL REPORT 2012
72
ConsoLIdAted stAteMent of CHAnGes In eqUItY
OF ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Total equity at the beginning of the fnancial year | 677.6 | 664.6 |
| Total comprehensive income for the period attributable to: | ||
| Ansell Limited shareholders | 119.2 | 51.6 |
| Non-controlling interests | 2.5 | 1.0 |
| Transactions with owners as owners attributable to Ansell Limited shareholders: | ||
| Conversion of Executive Share Plan shares to fully paid and exercise of options | 0.9 | 4.0 |
| Share buy-back | (32.6) | - |
| Share-based payments reserve | 0.2 | (0.5) |
| Dividends | (44.9) | (41.9) |
| Transactions with owners as owners attributable to non-controlling interests: | ||
| Dividends | (2.1) | (1.2) |
| Total equityat the end of the fnancialyear | 720.8 | 677.6 |
| Share capital | ||
| Balance at the beginning of the fnancial year | 893.9 | 889.9 |
| Transactions with owners as owners: | ||
| Conversion of Executive Share Plan shares to fully paid and exercise of options | 0.9 | 4.0 |
| Share buy-back | (32.6) | - |
| Balance at the end of the fnancialyear | 862.2 | 893.9 |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
AnseLL ANNUAL REPORT 2012
73
ConsoLIdAted stAteMent of CHAnGes In eqUItY CONTINUED
OF ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Reserves | ||
| Share-based payments reserve | ||
| Balance at the beginning of the fnancial year | 36.4 | 36.9 |
| Transactions with owners as owners: | ||
| Charge/(credit)to the income statement | 0.2 | (0.5) |
| Balance at the end of the fnancialyear | 36.6 | 36.4 |
| Hedging reserve | ||
| Balance at the beginning of the fnancial year | (8.3) | 3.7 |
| Comprehensive income for the period: | ||
| Net movement in efective hedges | (2.3) | (12.0) |
| Balance at the end of the fnancialyear | (10.6) | (8.3) |
| General reserve | ||
| Balance at the beginning of the fnancial year | 8.9 | 8.6 |
| Transfer from accumulated losses | 0.6 | 0.3 |
| Balance at the end of the fnancialyear | 9.5 | 8.9 |
| Foreign currency translation reserve | ||
| Balance at the beginning of the fnancial year | (131.1) | (70.6) |
| Comprehensive income for the period: | ||
| Net exchange diferences on translation of fnancial statements of foreign operations | (2.1) | (60.5) |
| Balance at the end of the fnancialyear | (133.2) | (131.1) |
| Transactions with non-controlling interests | ||
| Balance at the beginning of the fnancial year | (10.7) | (10.7) |
| Transactions with owners as owners: | ||
| Acquisition of non-controllinginterests | - | - |
| Balance at the end of the fnancialyear | (10.7) | (10.7) |
| Fair value reserve | ||
| Balance at the beginning of the fnancial year | - | - |
| Comprehensive income for the period: | ||
| Change in fair value of available-for-sale fnancial assets | (0.6) | - |
| Balance at the end of the fnancialyear | (0.6) | - |
| Total reserves at the end of the fnancialyear | (109.0) | (104.8) |
| Accumulated losses | ||
| Balance at the beginning of the fnancial year | (125.2) | (207.1) |
| Transfer to reserves | (0.6) | (0.3) |
| Comprehensive income for the period: | ||
| Net proft attributable to Ansell Limited shareholders | 130.0 | 122.7 |
| Actuarial (loss)/gain on defned beneft pension /post retirement health beneft plans net of tax | (5.8) | 1.4 |
| Transactions with owners as owners: | ||
| Dividendspaid | (44.9) | (41.9) |
| Balance at the end of the fnancialyear | (46.5) | (125.2) |
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
AnseLL ANNUAL REPORT 2012
74
ConsoLIdAted stAteMent of CAsH fLoWs
OF ANSELL LIMITED AND SUBSIDIARIES FOR THE YEAR ENDED 30 JUNE 2012
| 2012 | 2011 | ||
|---|---|---|---|
| Note | A$m | A$m | |
| Cash fows related to operating activities | |||
| Receipts from customers | 1,210.4 | 1,201.2 | |
| Payments to suppliers and employees | (1,097.9) | (1,057.7) | |
| Net receipts from operations | 112.5 | 143.5 | |
| Income taxespaid | (17.3) | (14.4) | |
| Net cashprovided byoperatingactivities | 26(a) | 95.2 | 129.1 |
| Cash fows related to investing activities | |||
| Payments for businesses, net of cash acquired | (43.9) | - | |
| Payments for property, plant, equipment and intangible assets | (36.6) | (44.6) | |
| Payments for investments | (4.9) | - | |
| Proceeds from sale ofproperty, plant and equipment | 9.3 | 1.5 | |
| Net cash used in investingactivities | (76.1) | (43.1) | |
| Cash fows related to fnancingactivities | |||
| Proceeds from borrowings | 291.0 | 76.0 | |
| Repayments of borrowings | (221.0) | (95.1) | |
| Net proceeds from/(repayments of) borrowings | 70.0 | (19.1) | |
| Proceeds from issues of shares | 0.9 | 4.0 | |
| Payments for share buy-back | (32.6) | - | |
| Dividends paid – Ansell Limited Shareholders | (44.9) | (41.9) | |
| Dividends paid – non-controlling interests | (2.1) | (1.2) | |
| Interest received | 6.8 | 8.4 | |
| Interest and fnancingcostspaid | (12.1) | (12.7) | |
| Net cash used in fnancingactivities | (14.0) | (62.5) | |
| Net increase in cash and cash equivalents | 5.1 | 23.5 | |
| Cash and cash equivalents at the beginning of the fnancial year | 242.5 | 235.1 | |
| Efects of exchange rate changes on the balances of cash and cash equivalents held in foreign currencies at the beginningof the fnancialyear |
1.7 | (16.1) | |
| Cash and cash equivalents at the end of the fnancialyear | 26(b) | 249.3 | 242.5 |
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
AnseLL ANNUAL REPORT 2012
75
notes to tHe fInAnCIAL stAteMents
1. summary of significant Accounting Policies
General
Ansell Limited (‘the Company’) is a company domiciled in Australia. The Company and its subsidiaries (together referred to as the ‘Group’) is a global leader in protection solutions. The Group is a for-profit entity and designs, develops and manufactures a wide range of hand and arm protection solutions, clothing and condoms and is organised around four Global Business Units:
-
Industrial GBU: Hand and upper arm and body protective solutions for the industrial market.
-
Medical GBU: Surgical and examination gloves for healthcare professionals and patients.
-
Sexual Wellness GBU: Condoms, lubricants and devices.
-
Specialty Markets GBU (previously New Verticals): Protective gloves and clothing for markets outside of traditional manufacturing environments.
statement of compliance
The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards adopted by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 . The financial report of the Group also complies with International Financial Reporting Standards and interpretations adopted by the International Accounting Standards Board.
The consolidated financial statements were authorised for issue by the Board of Directors on 14 August 2012.
Basis of accounting
The financial report is presented in Australian dollars and on the historical cost basis except that assets and liabilities in respect of derivative financial instruments and available-for-sale financial assets are stated at their fair value.
A number of new standards, amendments to standards and interpretations are effective for financial years beginning after 1 July 2011 and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect on the consolidated financial statements of the Group except for AASB 9 Financial Instruments which could change the classification and measurement of financial assets. AASB 9 becomes mandatory for the Group’s 2016 consolidated financial statements. The extent of the impact on the Group has not yet been determined.
The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with the Class Order, amounts in the financial report and Directors’ Report have been rounded off to the nearest hundred thousand dollars, unless otherwise stated. A summary of the significant accounting policies of the Group are disclosed below. The accounting policies have been applied consistently by all entities in the Group.
Principles of consolidation
The financial statements of the Group include the Company being the parent entity, and its subsidiaries.
The financial statements incorporate the assets and liabilities of all subsidiaries of the Company as at balance date and the results of all subsidiaries for the year then ended. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Results of subsidiaries are included in the income statement from the date on which control commences and continue to be included until the date control ceases to exist.
The effects of all transactions between entities in the Group are eliminated in full. Non-controlling interests in the results and equity of subsidiaries are shown separately in the income statement and balance sheet respectively.
foreign currency
transactions
Transactions in foreign currencies are recorded at the rate of exchange ruling on the date of each transaction. At balance date, amounts payable and receivable in foreign currencies are converted at the rates of exchange ruling at that date with any resultant gain or loss recognised in the income statement except when deferred in equity as qualifying cash flow hedges or qualifying net investment hedges.
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AnseLL ANNUAL REPORT 2012
translation
The financial statements of overseas subsidiaries are maintained in their functional currencies and are converted to the Group’s presentation currency as follows:
-
Assets and liabilities are translated at the rate of exchange as at balance date.
-
Income statements are translated at average exchange rates for the reporting period which approximate the rates ruling at the dates of the transactions.
-
All resultant exchange differences are recorded in the foreign currency translation reserve.
On consolidation, exchange differences arising from borrowings and any other currency instruments designated as hedges of investments in overseas subsidiaries, are transferred to the foreign currency translation reserve on a net of tax basis where applicable. When an overseas subsidiary is sold the cumulative amount recognised in the foreign currency translation reserve relating to the subsidiary is recognised in the income statement as part of the gain or loss on sale.
Revenue recognition
Revenues are recognised at fair value of the consideration received net of any goods and services tax (GST).
sales revenue
Sales revenue comprises revenue earned (net of returns, discounts and allowances which are accrued at expected levels as sales occur) from the provision of products to entities outside the Group. Sales revenue is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer.
Interest income
Interest income is recognised as it accrues.
financing costs
Financing costs include interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings and other related charges.
Goods and services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or current liability in the balance sheet.
Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows.
Income tax
Income tax in the income statement for the periods presented comprises current and deferred tax adjusted for income tax over/under provided in previous years except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. The estimated liability for income tax outstanding in respect of the period’s operations is included in the balance sheet as a current liability. Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: initial recognition of goodwill and goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that are not part of a business combination and do not affect either accounting or taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.
In jurisdictions where unbooked tax losses exist, regular reviews are undertaken of the past trading history and projected future trading performance of the operations in these jurisdictions as part of the determination of the value of any deferred tax asset that should be reflected in the accounts in respect of such losses. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or when the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.
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notes to tHe fInAnCIAL stAteMents CONTINUED
1. summary of significant Accounting Policies continued
trade debtors and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment. The collectability of receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off to the income statement. An allowance for impairment is established when there is sufficient evidence to indicate that not all amounts due will be collected.
Inventories
stock on hand and work in progress
Stock on hand and work in progress are valued on the basis of the lower of cost and net realisable value. The methods generally adopted throughout the Group in determining costs are:
Raw materials and other stock
Actual costs, determined on a first in, first out basis or standard costs approximating actual costs.
Finished goods and work in progress
Finished goods and work in progress are valued at standard costs which approximate actual costs and include an appropriate allocation of manufacturing overheads where applicable.
Obsolete and slow moving stocks are written down to net realisable value where such value is below cost. Net realisable value is determined on the basis of each inventory line’s normal selling pattern. Expenses of marketing, selling and distribution to customers are estimated and are deducted to establish net realisable value.
Investments
subsidiaries
All investments are valued at the lower of cost and recoverable value. Dividends and distributions are brought to account in the income statement when they are paid by the subsidiary.
other
Includes quoted and unquoted equity instruments. Quoted investments are classified as available-for-sale financial assets and are initially recorded at cost. They are subsequently measured at fair value and any changes, apart from impairment losses, are recognised in other comprehensive income and reflected in the fair value reserve in equity. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss. Unquoted equity investments are carried at cost.
Property, plant and equipment
Acquisition
Items of property, plant and equipment are initially recorded at cost and depreciated as set out below. The cost of property, plant and equipment constructed by the Group includes the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use.
depreciation and amortisation
Depreciation and amortisation is generally calculated on a straight-line basis so as to write off the net cost of each item of property, plant and equipment, excluding land, over its estimated useful life.
The expected useful lives in the current and prior years are as follows:
Freehold buildings 20–40 years Leasehold buildings The lesser of 50 years or life of lease Plant and equipment 3–20 years
Depreciation and amortisation rates and methods are reviewed annually for appropriateness.
Leases
Operating lease payments are expensed as incurred on a straight-line basis over the term of the lease.
AnseLL ANNUAL REPORT 2012
78
Recoverable amount of non-current assets valued on the cost basis
The carrying amounts of non-current assets valued on the cost basis are reviewed to determine whether they are in excess of their recoverable amount at balance date. An impairment loss is recognised whenever the carrying amount of a non-current asset exceeds its recoverable amount. The impairment loss is recognised as an expense in the income statement in the reporting period in which it occurs.
The recoverable amount of a non-current asset is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs.
Impairment losses, other than those in respect of goodwill, are reversed through the income statement when there is an indication that the impairment loss may no longer exist.
Intangible assets
Goodwill and brand names
Goodwill on acquisition is measured at cost being the excess of the cost of the acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill is not amortised. Brand names are initially recorded at cost based on independent valuation at acquisition date (which equates to fair value). Based on the nature of the major brand names acquired by the Group, which are international brands that benefit from competitive advantages due to technology, innovation and product development, it is not possible to make an arbitrary assessment that these brand names have a finite useful life, quantifiable in terms of years. As such the Group believes that the lives of the brand names are indefinite at this point in time and no amortisation is provided against their carrying value.
Goodwill and brand names are reviewed annually, or more frequently if events or changes in circumstances indicate that their carrying values may be impaired, and are carried at cost less accumulated impairment losses.
For the purposes of impairment testing, goodwill and brand names are allocated to cash generating units (which equate to the Group’s reportable business segments i.e. Industrial, Medical, Sexual Wellness and Specialty Markets) upon acquisition. Acquired businesses can readily be allocated to one of the business segments on the basis of products manufactured and/or marketed. Such manufacturing and marketing operations tend to cover more than one geographical region. Impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill and brand names relate. Where the recoverable amount of the cash generating unit is less than the carrying value, an impairment charge to goodwill and/or brand names is recognised in the income statement. An impairment loss in respect of goodwill is not reversed.
development costs
Expenditure on research and development is written off in the period in which it is incurred, except for development expenditure on new products or substantially improved existing products which is capitalised only when future recoverability is reasonably assured. Amortisation of the capitalised expenditure commences in the half-year period following the product’s commercialisation and continues for a three-year period. Capitalised costs are regularly reviewed and when the criterion for capitalisation is no longer met, such costs are written off.
software costs
The Group is currently implementing a new global ERP system. Expenditure on software licences and costs directly attributable to the design, development and testing of the system are being capitalised as incurred. The implementation is being conducted on a regional basis. At the time the system is installed and ready for its intended use in each region, the capitalised costs allocated to that region will be amortised over seven years.
Payables
trade and other creditors
Trade and other creditors are recognised for amounts to be paid in the future for goods and services received, whether or not billed to the Group.
Interest bearing liabilities
Interest bearing liabilities are initially recognised at fair value less attributable transaction costs. Subsequent to initial recognition interest bearing liabilities are stated at amortised cost. Any difference between the cost and redemption value is recognised in the income statement over the period of the liability using the effective interest method.
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notes to tHe fInAnCIAL stAteMents CONTINUED
1. summary of significant Accounting Policies continued
employee entitlements
Wages, salaries and annual leave
Liabilities for employee entitlements to wages, salaries and annual leave represent the amount which members of the Group have a present obligation to pay resulting from employees’ services provided up to the balance date calculated at undiscounted amounts based on expected wage and salary rates that will be paid when the obligation is settled and include related on-costs.
Long service leave and post-retirement health benefits
The liability for employee entitlements to long service leave represents the present value of the estimated future cash outflows to be made by the Group resulting from employees’ services provided in the current and prior periods. Post retirement health benefits are subject to annual actuarial reviews.
The liability is calculated using estimated future increases in wage and salary rates including related on-costs, expected settlement dates based on turnover history and medical cost trends and is discounted using rates attaching to national government securities at balance date, which most closely match the terms of maturity of the related liabilities.
Retirement benefit obligations
Certain members of the Group contribute to certain defined benefit and defined contribution superannuation plans maintained to provide superannuation benefits for employees. The defined benefit plans generally provide benefits based on salary in the period prior to retirement. The defined contribution plans receive contributions from members of the Group and the Group’s legal or constructive obligation is limited to these contributions.
A liability or asset in respect of each defined benefit superannuation plan is recognised in the balance sheet and is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. This benefit is discounted to determine its present value and the fair value of plan assets is deducted. The present value of the defined benefit is based on expected future payments calculated annually by independent actuaries using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash flows.
Actuarial gains or losses are taken to other comprehensive income and all expenses related to defined benefits plans are recognised in employee related expense in the income statement. Contributions to defined contribution plans are recognised as an expense as they become payable.
share-based payments
CEO Special Long Term-Incentive Plan
The fair value of the Performance Rights granted to the Chief Executive Office on his appointment in March 2010 is recognised as an employee benefit expense with a corresponding increase in equity over the performance period.
Provisions
A provision is recognised when there is a legal, equitable or constructive obligation as a result of a past event and it is probable that a future sacrifice of economic benefits will be required to settle the obligation, the timing or amount of which is uncertain.
A provision is determined by discounting the expected future cash flows required to settle the obligation at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
Rationalisation and restructuring
Provisions for rationalisation and restructuring are only recognised when a detailed plan has been approved and the restructuring has either commenced or been publicly announced, or firm contracts related to the restructuring have been entered into. Costs related to ongoing activities are not provided for.
Accufix pacing lead related expenses and insurance claims
The Group provides for certain specifically identified or obligated costs when these amounts are reasonably determinable.
dividends
A provision for dividends payable is recognised in the reporting period in which the dividends are declared.
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AnseLL ANNUAL REPORT 2012
derivatives
The Group uses derivative financial instruments, principally foreign exchange and interest rate related, to reduce the exposure to foreign exchange rate and interest rate movements.
The Group has adopted certain principles in relation to derivative financial instruments:
-
derivatives may be used to hedge underlying business exposures of the Group. Trading in derivatives is not undertaken;
-
derivatives acquired must be able to be recorded in the Group’s treasury management systems, which contain extensive internal controls; and
-
the Group predominantly does not deal with counter-parties rated lower than A- by Standard & Poor’s or A3 by Moody’s Investors Service.
The Group follows the same credit policies, legal processes, monitoring of market and operational risks in the area of derivative financial instruments, as it does in relation to other financial assets and liabilities on the balance sheet.
On a continuing basis, the Group monitors its future exposures and on some occasions hedges all or part of these exposures. The transactions which may be covered are future net cash flows of overseas subsidiaries, future foreign exchange requirements and interest rate positions.
These exposures are then monitored and may be modified from time to time. The foreign exchange hedge instruments rarely exceed 12 months’ duration and are used to hedge operational transactions the Group expects to occur in this time frame. From time to time minor mismatches occur in the forward book, however these mismatches are managed under guidelines, limits and internal controls. Interest rate derivative instruments can be for periods up to seven years as the critical terms of the instruments are matched to the underlying borrowings.
Derivative financial instruments are recognised initially at fair value and subsequently remeasured to their fair value at each reporting date. The fair value of forward exchange contracts, foreign exchange options and interest rate swap contracts is determined by reference to current market rates for these instruments.
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and continues to satisfy the conditions for hedge accounting, and if so, the nature of the item being hedged. The Group designates certain derivatives as either; (1) hedges of the fair value of recognised assets or liabilities (fair value hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items.
Fair value hedge
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Gains or losses that are recognised in the hedging reserve are transferred to the income statement in the periods when the hedged item will affect profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains or losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer meets the conditions for hedge accounting. At that point in time, any cumulative gain or loss on the hedging instrument recognised in equity remains in equity until the forecasted transaction is ultimately recognised in the income statement. When a hedged transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.
Derivatives that do not qualify for hedge accounting
Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement.
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81
notes to tHe fInAnCIAL stAteMents CONTINUED
1. summary of significant Accounting Policies continued
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax where applicable, from the proceeds. When shares are repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity.
earnings per share
Basic earnings per share (EPS) is calculated by dividing the net profit attributable to Ansell Limited shareholders for the reporting period, after excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares of the Company, adjusted for any bonus issue and share split.
Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after-tax effect of financing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary and dilutive potential ordinary shares adjusted for any bonus issue.
Accounting estimates and judgements
The preparation of consolidated financial statements in conformity with Australian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reported period. The estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstances and are reviewed on an ongoing basis. Actual results could differ from these estimates.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The key estimates and assumptions that may have a significant impact on the financial statements are as follows:
Current asset provisions
In the course of normal trading activities, management uses its judgement in establishing the net realisable value of various elements of working capital – principally inventory and accounts receivable. Provisions are established for obsolete or slow moving inventories, bad or doubtful expenses in future periods may be different from the provisions established and any such differences would affect future earnings of the Group.
Property, plant and equipment and definite life intangible assets
The Group’s property, plant and equipment and intangible assets, other than indefinite life intangible assets, are depreciated/amortised on a straight line basis over their useful economic lives. Management reviews the appropriateness of useful economic lives of assets at least annually and any changes to useful economic lives may affect prospective depreciation rates and asset carrying values.
Impairment of goodwill and brand names
The Group tests whether goodwill and brand names are impaired at least annually, or more frequently if events or changes in circumstances indicate that their carrying values may be impaired, in accordance with the accounting policy on Intangible Assets. The policy requires the use of assumptions in assessing the carrying values of cash generating units.
These assumptions are detailed in Note 15.
Income tax
The reviews undertaken to determine whether a deferred tax asset should be recognised in jurisdictions where unbooked tax losses exist and in assessing the recoverability of booked tax losses, involve the use of judgement and estimates in assessing the projected future trading performances of relevant operations.
These judgements and estimates are subject to risk and uncertainty hence there is a possibility that changes in circumstances will alter expectations which may impact on the amount of the deferred tax asset in respect of tax losses recognised on the balance sheet. In such circumstances the carrying amount of this asset may require adjustment resulting in a corresponding credit or charge to the income statement.
Defined benefit superannuation plans
Various actuarial assumptions are utilised in the determination of the Group’s defined benefit superannuation plan obligations.
These assumptions are detailed in Note 20.
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82
2. operating segments
The Group comprises the following main operating segments:
Industrial GBU: hand and upper arm and body protective solutions for the industrial market
Medical GBU: surgical and examination gloves for healthcare professionals and patients
Sexual Wellness GBU: condoms, lubricants and devices
Specialty Markets GBU (previously New Verticals): protective gloves and clothing for markets outside of traditional manufacturing environments
| Operating Revenue Operating Result 2012 A$m 2011 A$m 2012 A$m 2011 A$m |
Operating Revenue Operating Result 2012 A$m 2011 A$m 2012 A$m 2011 A$m |
|
|---|---|---|
| Operating segments Industrial Medical Sexual Wellness Specialty Markets Total operating segments Corporate costs Earnings before interest and tax (EBIT) Interest expense and other fnancing costs Interest revenue Proft before income tax Income tax Proft for the period Non-controllinginterests |
489.0 477.5 81.3 83.2 346.0 362.7 38.6 39.8 210.9 202.4 32.2 22.2 172.4 177.2 7.1 2.5 |
|
| 1,218.3 1,219.8 159.2 147.7 (9.8) (8.9) 149.4 138.8 (11.7) (12.5) 6.8 8.4 6.8 8.4 144.5 134.7 (11.5) (8.8) 133.0 125.9 (3.0) (3.2) |
||
| 144.5 134.7 (11.5) (8.8) |
||
| 133.0 125.9 (3.0) (3.2) |
||
| Total consolidated | 1,225.1 1,228.2 130.0 122.7 |
|
| Regional information Asia Pacifc Europe, Middle East and Africa Latin America & Caribbean North America |
259.8 237.5 62.0 50.2 463.7 473.7 61.0 47.6 80.5 77.3 10.2 10.3 414.3 431.3 26.0 39.6 |
|
| Total regional information | 1,218.3 1,219.8 159.2 147.7 |
|
| Assets Employed Liabilities 2012 A$m 2011 A$m 2012 A$m 2011 A$m |
||
| Operating segments Industrial Medical Sexual Wellness Specialty Markets Total operating segments Corporate assets/liabilities Cash |
335.3 310.1 100.7 96.0 284.2 261.6 81.5 78.9 200.0 211.9 33.6 37.4 123.2 76.2 22.9 19.7 |
|
| 942.7 859.8 238.7 232.0 156.3 114.0 388.8 306.7 249.3 242.5 - - |
||
| Total consolidated | 1,348.3 1,216.3 627.5 538.7 |
|
| Regional information Asia Pacifc Europe, Middle East and Africa Latin America & Caribbean North America Goodwill and brand names |
242.3 226.0 95.0 87.5 143.1 149.2 52.6 61.4 33.1 30.3 5.6 5.6 191.9 162.6 85.5 77.5 332.3 291.7 - - |
|
| Total regional information | 942.7 859.8 238.7 232.0 |
AnseLL ANNUAL REPORT 2012
83
notes to tHe fInAnCIAL stAteMents CONTINUED
2. operating segments continued
(a) Corporate costs
Represents costs of the Statutory Head Office and part of the costs of the Corporate Head Office.
(b) Cash
Cash also includes Accufix Pacing Leads restricted deposits.
(c) Inter-segment transactions
There were no significant inter-operating segment sales. Inter-operating segment sales are predominantly made at the same prices as sales to major customers. Operating Revenue is shown net of inter-segment values. Accordingly, the Operating Revenues shown in each segment reflect only the external sales made by that segment.
(d) Regional information
The allocation of Operating Revenue and Operating Results reflect the geographical regions in which the products are sold to external customers.
Assets Employed (excluding goodwill and brand names) are allocated to the geographical regions in which the assets are located:
-
Asia Pacific: manufacturing facilities in Malaysia, Thailand, India and Sri Lanka and sales activity.
-
Europe, Middle East and Africa: manufacturing facility in Lithuania and sales activity.
-
Latin America and Caribbean: manufacturing facility in Brazil and sales activity.
-
North America: manufacturing facilities in USA and Mexico and sales activity.
(e) Country of domicile
The Company’s country of domicile is Australia. The Operating Revenue and Assets Employed for the Australian trading operations (reported within the Asia Pacific region) are as follows:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Operating Revenue | 137.8 | 130.8 |
| Assets Employed | 60.6 | 43.0 |
| (f) operating segments’ capital expenditure | ||
| Industrial | 11.8 | 8.8 |
| Medical | 8.8 | 7.8 |
| Sexual Wellness | 2.4 | 5.7 |
| Specialty Markets | 2.6 | 1.1 |
| (g) operating segments’ depreciation | ||
| Industrial | 5.2 | 5.0 |
| Medical | 8.4 | 9.0 |
| Sexual Wellness | 3.0 | 4.0 |
| SpecialtyMarkets | 1.3 | 1.2 |
3. total Revenue
| 3. total Revenue | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Revenue from the sale of goods | 1,218.3 | 1,219.8 |
| Interest received or due and receivable | 6.8 | 8.4 |
| Total revenue | 1,225.1 | 1,228.2 |
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84
4. Profit Before Income tax
| 4. Proft Before Income tax | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Proft before income tax has been arrived at after charging/(crediting) the following items: | ||
| Net fnancing costs | ||
| Interest paid or due and payable to others | 9.7 | 10.8 |
| Other fnancing costs | 2.0 | 1.7 |
| Interest received or due and receivable from others | (6.8) | (8.4) |
| Total net fnancing costs | 4.9 | 4.1 |
| Depreciation | ||
| Buildings | 1.5 | 1.5 |
| Plant and equipment | 15.8 | 16.6 |
| Amortisation | ||
| Leasehold land and buildings | 1.2 | 1.2 |
| Capitalised development costs | 1.6 | 1.9 |
| Capitalised software costs | 1.8 | - |
| Research and development costs | ||
| Expensed as incurred | 10.7 | 11.3 |
| Previously capitalised development costs written of | - | 0.8 |
| Net bad debts expense | (0.3) | 0.3 |
| Amounts set aside to/(released from) provision for: | ||
| Impairment of trade debtors | (0.7) | (0.1) |
| Rationalisation and restructuring costs | (0.3) | (1.0) |
| Insurance claims | 0.1 | (1.2) |
| Employee related expenses | ||
| Wages and salaries | 165.6 | 187.5 |
| Increase in provision for employee entitlements | 10.6 | 8.4 |
| Defned contribution superannuation plan expense | 8.1 | 5.6 |
| Defned beneft superannuation plan expense | 1.5 | 1.7 |
| Equity settled share-based payments expense | 0.2 | (0.5) |
| Net foreign exchange gain | (4.8) | (5.5) |
| Gains arising from sale of property, plant and equipment | (8.1) | (0.1) |
| Operating lease rentals | 21.1 | 18.2 |
| Write-down in value of inventories | 2.3 | (0.1) |
| 5. Auditors’ Remuneration | ||
| 2012 | 2011 | |
| A$’000 | A$’000 | |
| Audit and review of the fnancial reports: | ||
| Auditors of Ansell Limited and Australian entities – KPMG | 1,088 | 1,036 |
| Other member frms of KPMG | 1,606 | 1,541 |
| 2,694 | 2,577 | |
| Other services: | ||
| Other audit and assurance services | ||
| Other member frms of KPMG | 114 | 70 |
| Taxation and other services | ||
| Other member frms of KPMG | 58 | 38 |
| Total other services | 172 | 108 |
| Total auditors’ remuneration | 2,866 | 2,685 |
AnseLL ANNUAL REPORT 2012
85
notes to tHe fInAnCIAL stAteMents CONTINUED
6. Issued Capital and Reserves
(a) Issued capital
| (a) Issued capital | |
|---|---|
| 2012 A$m 2011 A$m |
|
| Issued capital 130,656,668 (2011 – 133,011,550) ordinary shares, fully paid 67,900(2011 – 67,900)Executive Share Plan shares, paid to 5 cents |
862.2 893.9 - - |
| Total issued capital | 862.2 893.9 |
| Movement in shares on issue Ordinary shares Balance at 1 July Conversion of performance rights and exercise of options Conversion of Executive Share Plan shares to fully paid Buy-back/cancellation of shares Balance at 30 June Executive Share Plan shares Balance at 1 July Conversion of Executive Share Plan shares to fully paid Balance at 30 June |
Number of shares 133,011,550 131,577,652 97,812 1,430,898 - 3,000 (2,452,694) - |
| 130,656,668 133,011,550 |
|
| 67,900 70,900 - (3,000) |
|
| 67,900 67,900 |
The Company does not have authorised capital or par value in respect of its issued shares.
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Company ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds of liquidation.
share buy-back
On 15 August 2011 the Company announced an on-market buy-back program of up to 5 million shares to be completed within 12 months. Under this program, a total of 2,452,694 shares were bought back during the year.
executive share plan
As previously reported, the Pacific Dunlop Executive Share Plan was closed to new members effective 12 September 1996, and no further issues of Executive Plan Shares will be made.
During the financial year, no amounts outstanding on existing Executive Plan shares were paid (2011 – 3,000). Shares allotted under the Pacific Dunlop Executive Share Plan have been paid to 5 cents per share. Refer to Note 23 Ownership-Based Remuneration Schemes for details of the price payable for shares issued under this plan.
options
As at the date of this report 249,086 (2011 – 346,898) unissued shares in the Company remain under option.
(b) Reserves
nature and purpose of reserves
Share-based payments
This reserve is used to record the value of equity benefits provided to employees as part of their remuneration under the Ansell Limited Stock Incentive Plan and the CEO Special Long Term Incentive Plan. Refer to Note 23 Ownership-Based Remuneration Schemes for further details of these plans.
Hedging
This reserve records the portion of the unrealised gains or losses on cash flow hedges that are deemed to be effective.
General
In certain jurisdictions regulatory requirements result in appropriations being made to a general reserve. The amount in the general reserve is available for release to accumulated losses.
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AnseLL ANNUAL REPORT 2012
Foreign currency translation
The foreign currency translation reserve records the foreign currency differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Group, as well as the translation of borrowings or any other currency instruments that hedge the Company’s net investment in a foreign operation. Refer to Note 1 Summary of Significant Accounting Policies.
Transactions with non-controlling interests
Represents the excess paid over the fair value of assets acquired as a result of the purchase of additional equity in non-wholly-owned subsidiaries.
Fair value reserve
This reserve records the cumulative net change in the fair value of available-for-sale financial assets until the investments are derecognised.
7. Income tax
| 7. Income tax | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Prima facie income tax calculated at 30% (2011: 30%) on proft before income tax | 43.4 | 40.4 |
| Reduced taxation arising from: | ||
| Investment and export incentive allowances | (2.5) | (2.1) |
| Net (lower)/higher overseas tax rates | (2.4) | 1 .7 |
| Utilisation/recognition of previously unbooked tax losses* | (20.6) | (32.5) |
| Reversal of valuation allowance against deferred tax asset | (5.4) | - |
| Otherpermanent diferences | (1.0) | 1 .3 |
| Income tax expense attributable toproft before income tax | 11.5 | 8.8 |
| Income tax expense attributable to proft before income tax is made up of: | ||
| Current year income tax | 26.5 | 21.9 |
| Deferred income tax attributable to: | ||
| Increase/(Decrease) in deferred tax liability | 2.7 | (4.4) |
| Increase in deferred tax asset | (17.7) | (8.7) |
| 11.5 | 8.8 |
- Includes additional net booked tax losses of $4.3 million (2011 – $14.9 million).
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Income tax beneft/(expense) recognised in other comprehensive income | ||
| Actuarial gain/loss on defned beneft pension/post retirement health beneft plans | 2.3 | (0.6) |
| Change in fair value of available for sale fnancial assets | 0.3 | - |
| Movement in efective hedges foryear | 3.0 | - |
| 5.6 | (0.6) |
8. dividends Paid or declared
| 8. dividends Paid or declared | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Dividends paid | ||
| A fnal dividend of 19.0 cents per share unfranked for the year ended 30 June 2011 | ||
| (June 2010 – 17.5 cents unfranked) was paid on 21 September 2011 (2010 – 29 September 2010) | 25.3 | 23.3 |
| An interim dividend of 15.0 cents per share unfranked for the year ended 30 June 2012 | ||
| (June 2011 – 14.0 cents unfranked)waspaid on 14 March 2012(2011 – 16 March 2011) | 19.6 | 18.6 |
| 44.9 | 41.9 |
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87
notes to tHe fInAnCIAL stAteMents CONTINUED
8. dividends Paid or declared continued
dividends declared
Since the end of the financial year the Directors have declared a final dividend of 20.5 cents per share unfranked, for the year ended 30 June 2012.
The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2012 and will be recognised in subsequent financial reports.
dividend franking account
The balance of the dividend franking account as at 30 June 2012 was nil (2011 – nil).
9. Cash and Cash equivalents
| 9. Cash and Cash equivalents | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Cash on hand | 0.7 | 2.0 |
| Cash at bank | 60.8 | 60.1 |
| Short term deposits | 184.3 | 176.9 |
| 245.8 | 239.0 | |
| Restricted deposits | 3.5 | 3.5 |
| Total cash and cash equivalents | 249.3 | 242.5 |
Restricted deposits represent cash set aside (under Court orders) to cover the provisions established to address any remaining liability of members of the Group for claims arising with respect to the Accufix Pacing Lead (refer Note 19 Provisions – Provision for Accufix Pacing Lead Related Expenses).
10. trade and other Receivables
| 10. trade and other Receivables | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Current | ||
| Trade debtors | 209.8 | 198.4 |
| Allowance for impairment | (7.1) | (10.5) |
| Provision for rebates and allowances | (27.5) | (22.4) |
| 175.2 | 165.5 | |
| Other amounts receivable | 9.5 | 8.8 |
| Derivative fnancial instruments | 6.8 | 6.3 |
| Total current | 191.5 | 180.6 |
| Non-current | ||
| Other amounts receivable | 2.1 | 1.5 |
| Total non-current | 2.1 | 1.5 |
| Total trade and other receivables | 193.6 | 182.1 |
The reconciliation of allowance for impairment – trade debtors is presented below:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Balance at the beginning of the fnancial year | 10.5 | 12.6 |
| Amounts credited to the income statement | (0.7) | (0.1) |
| Amounts utilised for intended purposes | (2.8) | (0.3) |
| Net exchange diferences on translation of foreign operations | 0.1 | (1.7) |
| Balance at the end of the fnancialyear | 7.1 | 10.5 |
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88
11. Inventories
| 11. Inventories | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Raw materials | 23.7 | 24.5 |
| Work in progress | 13.8 | 16.5 |
| Finished goods | 174.9 | 143.8 |
| Other stock | 0.1 | 0.6 |
| Total inventories | 212.5 | 185.4 |
| Inventories recognised as an expense | 716.9 | 737.3 |
| 12. Current Assets – other | ||
| 2012 | 2011 | |
| A$m | A$m | |
| Prepayments | 7.2 | 7.3 |
| Engineeringspares | 2.8 | 3.0 |
| Total current assets – other | 10.0 | 10.3 |
13. Investments
| 13. Investments | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Investments | ||
| Other investments | ||
| Quoted on a prescribed stock exchange: | ||
| At fair value | 3.6 | - |
| Not quoted on a prescribed stock exchange: | ||
| At cost | 0.4 | 0.1 |
| Total investments | 4.0 | 0.1 |
14. Property, Plant and equipment
| 14. Property, Plant and equipment | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| (a) Freehold land | ||
| At cost | 12.6 | 12.8 |
| (b) Freehold buildings | ||
| At cost | 45.0 | 46.1 |
| Provision for depreciation | (21.2) | (21.1) |
| 23.8 | 25.0 | |
| (c) Leasehold land and buildings | ||
| At cost | 43.9 | 41.1 |
| Provision for amortisation | (17.1) | (15.6) |
| 26.8 | 25.5 | |
| (d) Plant and equipment | ||
| At cost | 339.1 | 340.2 |
| Provision for depreciation | (263.2) | (268.1) |
| 75.9 | 72.1 | |
| (e) Buildings and plant under construction | ||
| At cost | 11.5 | 5.5 |
| Totalproperty, plant and equipment | 150.6 | 140.9 |
AnseLL ANNUAL REPORT 2012
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notes to tHe fInAnCIAL stAteMents CONTINUED
14. Property, Plant and equipment continued
Reconciliations
Reconciliations of the balances for each class of property, plant and equipment are set out below:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Freehold land | ||
| Balance at the beginning of the fnancial year | 12.8 | 14.5 |
| Net exchange diferences on translation of foreign operations | (0.2) | (1.7) |
| Balance at the end of the fnancialyear | 12.6 | 12.8 |
| Freehold buildings | ||
| Balance at the beginning of the fnancial year | 25.0 | 30.0 |
| Disposals/write-downs | - | (0.6) |
| Transfer from buildings and plant under construction | 1.1 | 1.1 |
| Depreciation | (1.5) | (1.5) |
| Net exchange diferences on translation of foreign operations | (0.8) | (4.0) |
| Balance at the end of the fnancialyear | 23.8 | 25.0 |
| Leasehold land and buildings | ||
| Balance at the beginning of the fnancial year | 25.5 | 31.3 |
| Additions | 0.4 | - |
| Disposals/write-downs | (0.8) | - |
| Transfer from buildings and plant under construction | 2.2 | 0.8 |
| Amortisation | (1.2) | (1.2) |
| Net exchange diferences on translation of foreign operations | 0.7 | (5.4) |
| Balance at the end of the fnancialyear | 26.8 | 25.5 |
| Plant and equipment | ||
| Balance at the beginning of the fnancial year | 72.1 | 84.1 |
| Additions | 5.6 | 5.9 |
| Additions through entities/businesses acquired | 1.1 | - |
| Disposals/write-downs | (1.0) | (0.8) |
| Transfer from buildings and plant under construction | 12.4 | 13.5 |
| Depreciation | (15.8) | (16.6) |
| Net exchange diferences on translation of foreign operations | 1.5 | (14.0) |
| Balance at the end of the fnancialyear | 75.9 | 72.1 |
| Buildings and plant under construction | ||
| Balance at the beginning of the fnancial year | 5.5 | 4.3 |
| Additions | 21.6 | 17.5 |
| Transfers to property, plant and equipment | (15.7) | (15.4) |
| Net exchange diferences on translation of foreign operations | 0.1 | (0.9) |
| Balance at the end of the fnancialyear | 11.5 | 5.5 |
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AnseLL ANNUAL REPORT 2012
15. Intangible Assets
| 15. Intangible Assets | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Brand names | ||
| At cost | ||
| Balance at the beginning of the fnancial year | 104.1 | 115.8 |
| Additions through entities acquired | 1.0 | - |
| Amounts written of to the income statement | - | (0.2) |
| Net exchange diferences on translation of foreign operations | (0.8) | (11.5) |
| Balance at the end of the fnancialyear | 104.3 | 104.1 |
| Goodwill | ||
| At cost | ||
| Balance at the beginning of the fnancial year | 315.8 | 377.4 |
| Additions through entities acquired | 39.7 | - |
| Net exchange diferences on translation of foreign operations | 4.8 | (61.6) |
| Balance at the end of the fnancialyear | 360.3 | 315.8 |
| Provision for amortisation and impairment | ||
| Balance at the beginning of the fnancial year | 128.2 | 161.8 |
| Net exchange diferences on translation of foreign operations | 4.1 | (33.6) |
| Balance at the end of the fnancialyear | 132.3 | 128.2 |
| Written down value ofgoodwill at the end of the fnancialyear | 228.0 | 187.6 |
| Development costs | ||
| At cost | ||
| Balance at the beginning of the fnancial year | 13.5 | 13.6 |
| Expenditure capitalised in the current period | 4.3 | 2.1 |
| Previously capitalised costs charged to the income statement | - | (0.8) |
| Net exchange diferences on translation of foreign operations | 0.1 | (1.4) |
| Balance at the end of the fnancialyear | 17.9 | 13.5 |
| Provision for amortisation and impairment | ||
| Balance at the beginning of the fnancial year | 6.1 | 5.0 |
| Amortisation | 1.6 | 1.9 |
| Net exchange diferences on translation of foreign operations | - | (0.8) |
| Balance at the end of the fnancialyear | 7.7 | 6.1 |
| Written down value of development costs at the end of the fnancialyear | 10.2 | 7.4 |
| Software costs | ||
| At cost | ||
| Balance at the beginning of the fnancial year | 39.9 | 18.7 |
| Additions | 9.0 | 21.2 |
| Balance at the end of the fnancialyear | 48.9 | 39.9 |
| Provision for amortisation and impairment | ||
| Balance at the beginning of the fnancial year | - | - |
| Amortisation | 1.8 | - |
| Balance at the end of the fnancialyear | 1.8 | - |
| Written down value of software costs at the end of the fnancialyear | 47.1 | 39.9 |
| Total intangible assets | 389.6 | 339.0 |
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91
notes to tHe fInAnCIAL stAteMents CONTINUED
15. Intangible Assets continued
Amortisation charge
The amortisation of development and software costs is recognised in selling, general and administration costs in the income statement.
Impairment testing of goodwill and brand names
Goodwill and brand names are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying values may be impaired.
For the purposes of impairment testing, goodwill and brand names are allocated to cash generating units (CGUs), which equate to the Group’s reportable business segments, i.e. Industrial, Medical, Sexual Wellness and Specialty Markets upon acquisition.
Carrying amount of goodwill and brand names allocated to each of the CGUs:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Industrial | 130.4 | 126.6 |
| Medical | 89.3 | 70.6 |
| Sexual Wellness | 82.3 | 87.8 |
| SpecialtyMarkets | 30.3 | 6.7 |
| 332.3 | 291.7 |
The recoverable amount of the CGUs has been determined based on a value in use calculation utilising five-year cash flow projections based on budgets for the next financial year as approved by the Board and internal forecasts for the 2014/2015 and 2015/2016 financial years. A zero growth rate has been assumed for the subsequent two years. The terminal value is based on the cash flows for year five and a zero growth rate. The pre-tax discount rate applied is 10 per cent (2011 – 10 per cent) which equates to the Group’s pre-tax weighted average cost of capital.
The results of the impairment testing indicated that the value in use of each of the CGUs was in excess of the carrying value of its net operating assets (inclusive of goodwill and brand names) and no impairment charge was necessary.
16. deferred tax Assets
| 16. deferred tax Assets | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Deferred tax assets arising from: | ||
| Deductible temporary diferences | 52.5 | 36.3 |
| Accumulated tax losses | 67.0 | 61.8 |
| 119.5 | 98.1 |
Deferred tax assets are attributable to the following:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Trading stock tax adjustments | 8.2 | 5.1 |
| Provisions | 25.8 | 17.7 |
| Accruals | 7.4 | 1.7 |
| Plant and equipment and capital allowances | 0.8 | 0.8 |
| Capitalised development costs | 10.3 | 11.0 |
| Accumulated tax losses | 67.0 | 61.8 |
| Total deferred tax assets | 119.5 | 98.1 |
The Group has not recognised the tax value of deferred tax assets in respect of trading tax losses of $86.4 million (2011 – $109.9 million) and $153.2 million of capital losses (2011 – $153.5 million). Deferred tax assets in respect of these losses have not been recognised as it is not probable that future taxable profits will be available against which these losses can be utilised.
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AnseLL ANNUAL REPORT 2012
Details of the movement in the balance of deferred tax assets are as follows:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Balance at the beginning of the fnancial year | 98.1 | 105.0 |
| Over provision of prior year balance | 0.3 | - |
| Amount credited to the income statement | 17.7 | 8.7 |
| Net exchange diferences on translation of foreign operations | 3.4 | (15.6) |
| Balance at the end of the fnancialyear | 119.5 | 98.1 |
An increase in deferred tax assets of $5.6 million was recognised in comprehensive income during the year (2011 – decrease of $0.6 million).
17. trade and other Payables
| 17. trade and other Payables | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Current | ||
| Trade creditors | 136.1 | 138.1 |
| Other creditors | 18.7 | 15.8 |
| Derivative fnancial instruments | 18.1 | 13.6 |
| Total current | 172.9 | 167.5 |
| Non-current | ||
| Other creditors | 5.0 | 0.5 |
| Total non-current | 5.0 | 0.5 |
| Total trade and otherpayables | 177.9 | 168.0 |
18. Interest Bearing Liabilities
| 18. Interest Bearing Liabilities | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Current | ||
| Loans repayable in: | ||
| Canadian dollars | 9.6 | 7.7 |
| Euros | - | 67.6 |
| Thai baht | - | 1.7 |
| Indian rupees | 1.3 | 1.4 |
| US dollars | 5.8 | 106.8 |
| Total current | 16.7 | 185.2 |
| Non-current | ||
| Loans repayable in: | ||
| Euros | 80.5 | - |
| US dollars | 203.7 | 42.2 |
| Total non-current | 284.2 | 42.2 |
| Total interest bearingliabilities | 300.9 | 227.4 |
The Group has US$325 million and Euro 65 million revolving credit bank facilities. The US$325 million (US$184.5 million drawn down) matures on various dates between 20 December 2013 and 31 January 2016. Of the Euro 65 million, Euro 15 million matures on 2 July 2012 (nil drawn down), Euro 27.5 million (fully drawn down) matures on 24 November 2014 and Euro 22.5 million (Euro 7.5 million drawn down) matures on 25 May 2015. The Group has also issued Senior Notes for US$20 million and Euro 30 million maturing on 6 June 2020. These facilities can be accessed by certain Australian, US and European subsidiaries.
There are a number of financial covenants attaching to the bank and note facilities including restrictions on the level of borrowings of non-guarantor subsidiaries and ensuring certain financial ratios are maintained. If any breaches of these covenants occur all monies outstanding under the facility become immediately due and payable. The Company is in compliance with all covenants. The interest rates for these facilities are determined based on market rates at the time amounts are drawn down.
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notes to tHe fInAnCIAL stAteMents CONTINUED
18. Interest Bearing Liabilities continued
The following table sets out details in respect of Interest Bearing Liabilities at 30 June.
| Interest | Financial | |||
|---|---|---|---|---|
| Rate | Year of | 2012 | ||
| Nature and Currencyof Borrowing | %p.a. | Maturity | A$m | |
| Bank loans | Canadian dollars | 2.45 | 2013 | 9.6 |
| Euros | 2.28 | 2015 | 6.2 | |
| Euros | 4.71 | 2015 | 34.1 | |
| Euros | 4.81 | 2015 | 3.1 | |
| Indian rupees | 13.20 | 2013 | 1.3 | |
| US dollars | 1.74 | 2014 | 10.0 | |
| US dollars | 1.75 | 2014 | 6.0 | |
| US dollars | 1.99 | 2014 | 4.9 | |
| US dollars | 3.76 | 2014 | 18.5 | |
| US dollars | 3.85 | 2014 | 4.9 | |
| US dollars | 3.88 | 2014 | 1.5 | |
| US dollars | 4.15 | 2014 | 20.0 | |
| US dollars | 4.20 | 2014 | 15.0 | |
| US dollars | 4.62 | 2014 | 10.0 | |
| US dollars | 4.87 | 2014 | 4.9 | |
| US dollars | 5.82 | 2014 | 4.9 | |
| US dollars | 2.04 | 2014 | 4.9 | |
| US dollars | 1.62 | 2015 | 31.4 | |
| US dollars | 4.25 | 2015 | 24.8 | |
| US dollars | 2.15 | 2016 | 2.0 | |
| US dollars | 3.85 | 2016 | 10.0 | |
| US dollars | 4.78 | 2016 | 10.0 | |
| Other loans | Euros | 3.37 | 2020 | 37.1 |
| US dollars | 0.20 | 2013 | 5.8 | |
| US dollars | 3.75 | 2020 | 20.0 | |
| Total interest bearingliabilities | 300.9 | |||
| Interest | Financial | |||
| Rate | Year of | 2011 | ||
| Nature and Currencyof Borrowing | %p.a. | Maturity | A$m | |
| Bank loans | Canadian dollars | 2.45 | 2012 | 7.7 |
| Euros | 2.14 | 2012 | 67.6 | |
| Indian rupees | 12.81 | 2012 | 1.4 | |
| Thai baht | 4.00 | 2012 | 1.7 | |
| US dollars | 0.84 | 2012 | 9.4 | |
| US dollars | 0.92 | 2012 | 37.5 | |
| US dollars | 0.93 | 2012 | 18.7 | |
| US dollars | 2.05 | 2012 | 9.4 | |
| US dollars | 5.13 | 2012 | 18.7 | |
| US dollars | 2.02 | 2014 | 23.5 | |
| US dollars | 2.32 | 2014 | 18.7 | |
| Other loans | US dollars | 0.18 | 2012 | 13.1 |
| Total interest bearingliabilities | 227.4 |
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AnseLL ANNUAL REPORT 2012
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Net interest bearing debt | ||
| Current interest bearing liabilities | 16.7 | 185.2 |
| Non-current interest bearing liabilities | 284.2 | 42.2 |
| Cash at bank and short term deposits | (245.1) | (237.0) |
| Net interest bearingdebt | 55.8 | (9.6) |
19. Provisions
| 19. Provisions | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Current | ||
| Provision for employee entitlements | 41.4 | 52.1 |
| Provision for rationalisation and restructuring costs | 1.9 | 2.2 |
| Provision for Accufx Pacing Lead related expenses | 3.4 | 3.3 |
| Provision for insurance claims | 2.8 | 2.7 |
| Total current | 49.5 | 60.3 |
| Non-current | ||
| Provision for employee entitlements | 20.0 | 17.6 |
| Total non-current | 20.0 | 17.6 |
| Totalprovisions | 69.5 | 77.9 |
Reconciliations of the carrying amount of each class of provision, except for employee entitlements, are set out below:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Provision for rationalisation and restructuring | ||
| Balance at the beginning of the fnancial year | 2.2 | 3.2 |
| Amounts credited to the income statement | (0.3) | (1.0) |
| Balance at the end of the fnancialyear | 1.9 | 2.2 |
| Provision for Accufx Pacing Lead related expenses | ||
| Balance at the beginning of the fnancial year | 3.3 | 3.5 |
| Net exchange diferences on translation of foreign operations | 0.1 | (0.2) |
| Balance at the end of the fnancialyear | 3.4 | 3.3 |
| Provision for insurance claims | ||
| Balance at the beginning of the fnancial year | 2.7 | 4.3 |
| Amounts charged/(credited) to the income statement | 0.1 | (1.2) |
| Amounts utilised for intended purposes | - | (0.1) |
| Net exchange diferences on translation of foreign operations | - | (0.3) |
| Balance at the end of the fnancialyear | 2.8 | 2.7 |
Provision for Rationalisation and Restructuring Costs
This provision covers a variety of matters predominantly relating to the sale of businesses and former subsidiaries and is regularly reviewed in light of issues that have been settled or new events that have arisen during the reporting period.
Provision for Accufix Pacing Lead Related expenses
This provision is to meet the costs of patients associated with the monitoring and (where appropriate) explantation of Accufix Pacing Leads and for legal costs in defence of claims made in respect of the Accufix Pacing Leads. This provision is covered by cash required to be set aside by the Courts (refer to Note 9 Cash and Cash Equivalents – Restricted deposits).
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19. Provisions continued
Provision for insurance claims
Corrvas Insurance Pty. Ltd. and Corrvas Insurance (Singapore) Pte. Ltd. are entities authorised by their respective jurisdiction’s regulatory authority to operate as captive insurance companies for Ansell Limited and its subsidiaries. This provision comprises current open claims where the reserves are set for the total estimated costs of individual claims that have not been fully paid out and ‘Incurred but not reported’ (IBNR) claims.
In Australia, the provision is required to be supported by a ‘Liability Valuation Report’ prepared by an actuary approved by the Australian Prudential Regulatory Authority. In Singapore, captives are exempted from undertaking an actuarial assessment of their insurance liabilities and are not required to lodge such a report with the Monetary Authority of Singapore (MAS). In line with MAS regulations, the IBNR estimates are in accordance with a policy approved by the Board of Corrvas Insurance (Singapore) Pte. Ltd.
20. Retirement benefit obligations
Certain members of the Group contribute to defined benefit and defined contribution superannuation plans maintained to provide superannuation benefits for employees.
The following sets out details in respect of defined benefit plans.
(a) Balance sheet amounts
| (a) Balance sheet amounts | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Present value of defned beneft obligations | 65.7 | 62.8 |
| Fair value of defned beneftplan assets | (48.0) | (50.4) |
| Net liabilityin the balance sheet | 17.7 | 12.4 |
Certain members of the Group are obliged to contribute to the various superannuation plans as a consequence of legislation or Trust Deeds; legal enforceability is dependent on the terms of the legislation or the Trust Deeds.
(b) Reconciliations of benefit obligations and plan assets
| (b) Reconciliations of beneft obligations and plan assets | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Present value of defned beneft obligations | ||
| Balance at the beginning of the fnancial year | 62.8 | 72.0 |
| Current service cost | 1.8 | 2.0 |
| Interest cost | 2.5 | 2.4 |
| Contributions by plan participants | 0.1 | 0.2 |
| Actuarial losses/(gains) | 5.7 | (0.4) |
| Taxes and expenses paid | (0.2) | (0.3) |
| Settlements | (4.2) | (0.6) |
| Benefts paid | (3.3) | (2.5) |
| Exchange rate changes/other movements | 0.5 | (10.0) |
| Balance at the end of the fnancialyear | 65.7 | 62.8 |
| Fair value of plan assets | ||
| Balance at the beginning of the fnancial year | 50.4 | 51.6 |
| Expected return on plan assets | 3.0 | 2.7 |
| Actuarial (losses)/gains | (2.4) | 1.6 |
| Contributions by employer | 3.5 | 4.8 |
| Contributions by plan participants | 0.1 | 0.2 |
| Taxes and expenses paid | (0.2) | (0.3) |
| Settlements | (4.4) | (0.6) |
| Benefts paid | (3.3) | (2.5) |
| Exchange rate changes/other movements | 1.3 | (7.1) |
| Balance at the end of the fnancialyear | 48.0 | 50.4 |
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(c) Categories of plan assets
The major categories of plan assets are as follows:
| (c) Categories of plan assets The major categories of plan assets are as follows: |
||
|---|---|---|
| 2012 | 2011 | |
| % | % | |
| Equity securities | 58 | 59 |
| Fixed interest securities | 32 | 34 |
| Property | 3 | 3 |
| Other | 7 | 4 |
(d) Amounts recognised in the income statement
| (d) Amounts recognised in the income statement | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Current service cost | 1.8 | 2.0 |
| Interest cost | 2.5 | 2.4 |
| Settlements | 0.2 | - |
| Expected return onplan assets | (3.0) | (2.7) |
| Total expense recognised in the income statement | 1.5 | 1.7 |
The expense is recognised in the following line within the income statement:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Selling, general and administration | 1.5 | 1.7 |
| Actual return on plan assets | 0.6 | 4.3 |
- (e) Amounts recognised directly in accumulated losses
| (e) Amounts recognised directly in accumulated losses | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Actuarial (loss)/gain recognised for the year in other comprehensive income | (8.1) | 2.0 |
| Cumulative actuarial loss in other comprehensive income | (18.3) | (10.2) |
(f) Principal actuarial assumptions
The principal actuarial assumptions used (expressed as a weighted average) were as follows:
| 2012 | 2011 | |
|---|---|---|
| % | % | |
| Discount rate | 3.9 | 5.1 |
| Expected return on plan assets | 6.1 | 6.1 |
| Future salary increases | 3.9 | 3.8 |
expected return on plan assets
The expected return on assets assumption is determined by weighting the expected long term return for each asset class by the target allocation of assets to each class. The returns used for each asset class are net of any investment expenses.
(g) Historic summary
| (g) Historic summary | |||||
|---|---|---|---|---|---|
| 2012 | 2011 | 2010 | 2009 | 2008 | |
| A$m | A$m | A$m | A$m | A$m | |
| Defned beneft plan obligation | 65.7 | 62.8 | 72.0 | 69.0 | 65.5 |
| Plan assets | (48.0) | (50.4) | (51.6) | (43.0) | (55.7) |
| Defcit | 17.7 | 12.4 | 20.4 | 26.0 | 9.8 |
| Experience adjustments (gain)/loss – plan liabilities | (0.3) | 0.6 | 0.1 | 0.3 | (0.7) |
| Experience adjustments loss/(gain) – plan assets | 2.5 | (1.9) | (6.7) | 17.4 | 4.4 |
The Group expects $3.7 million in contributions to be paid to its defined benefit plans during the year ending 30 June 2013.
(h) defined contribution superannuation plans
| (h) defned contribution superannuation plans | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Contributions to defned contribution plans during the year | 8.1 | 5.6 |
Contributions to defined contribution plans during the year
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21. deferred tax Liabilities
The tax effect of temporary differences that give rise to significant portions of the provision for deferred income tax are presented below:
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Depreciation on plant and equipment adjustments | 4.6 | 4.3 |
| Amortisation of intangible assets | 22.4 | 19.5 |
| Other | 2.6 | 1.9 |
| Total deferred tax liabilities | 29.6 | 25.7 |
| Details of the movement in the balance of deferred tax liabilities are as follows: | ||
| 2012 | 2011 | |
| A$m | A$m | |
| Balance at the beginning of the fnancial year | 25.7 | 37.3 |
| Over provision of prior year balance | - | (0.1) |
| Amount charged/(credited) to the income statement | 2.7 | (4.4) |
| Net exchange diferences on translation of foreign operations | 1.2 | (7.1) |
| Balance at the end of the fnancialyear | 29.6 | 25.7 |
22. expenditure Commitments
- (a) Capital expenditure commitments
| (a) Capital expenditure commitments | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Contracted but not provided for in the fnancial statements: | ||
| Plant and equipment | 4.1 | 1.8 |
| 4.1 | 1.8 | |
| Payable within one year | 4.1 | 1.8 |
- (b) operating lease commitments
| (b) operating lease commitments | ||
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Future operating lease commitments not provided for in the fnancial statements and payable: | ||
| Within one year | 3.3 | 4.3 |
| One year or later and no later than fve years | 11.4 | 8.9 |
| Later than fveyears | 11.0 | 2.1 |
| 25.7 | 15.3 |
The Group leases property under operating leases expiring from one to fifteen years. Leases generally provide the Group with a right of renewal at which time all terms are renegotiated.
23. ownership-based Remuneration schemes
Ansell Limited stock Incentive Plan
The Company had previously operated the Ansell Limited Stock Incentive Plan under which options, Performance Share Rights (PSRs) and Performance Rights (PRs) were granted to employees. The final grant of PRs and options under this plan (granted in 2008) were subject to a three-year performance period that was tested at the end of the 2010 financial year.
Ceo special Long term Incentive Plan
At the time of his appointment the Managing Director and Chief Executive Officer was allocated 129,730 Performance Rights pursuant to the CEO Special Long Term Incentive Plan. The number of rights granted was determined by dividing the target remuneration value of US$1,000,000 by the value of the rights, which was determined based on Ansell’s average share price over the 5 days preceding the announcement of Mr Nicolin’s formal appointment to the role.
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In accordance with the disclosure requirements of Australian Accounting Standards, remuneration includes a proportion of the fair value of options and PRs outstanding during the year. The fair value of the rights is progressively allocated over the vesting period for these securities.
The amount included as remuneration for the above plans is disclosed in the Remuneration Report and Note 25 Key Management Personnel Disclosures.
options – generally
As at the date of this report 249,086 unissued ordinary shares in the Company remain under option.
discontinued executive share Plan
The Company (when it was Pacific Dunlop Limited) historically operated the Pacific Dunlop Executive Share Plan (‘Executive Plan’) which was discontinued in 1996.
Shares issued under the Executive Plan to selected employees (‘Executives’) were paid up to five cents and were subject to restrictions for a period. While partly paid, the shares are not transferable, carry no voting rights and no entitlement to dividends (but are entitled to participate in bonus or rights issues as if fully paid). The price payable for shares issued under the Executive Plan varies according to the event giving rise to a call being made. Once restrictions ceased the price payable upon a call being made is the lesser of $10.00 ($2.50 for issues prior to 13 September 1991) and the last sale price of the Company’s ordinary shares on ASX Limited.
The number of Executive Plan Shares (ordinary plan shares paid to five cents) as at balance date are shown in Note 6 Issued Capital and Reserves.
The market price of the Company’s shares as at 30 June 2012 was $13.20.
24. financial Risk Management
Ansell has a range of financial policies designed to enable management to ensure financial risk (including foreign exchange and interest rate exposure) does not negatively affect the Group’s results and in particular any financial forecasts the Company may make. This is achieved as follows:
(a) foreign exchange risk
The Group is exposed to a number of foreign currencies however the predominant operating currency is the US dollar (US$). As such the Group has determined it appropriate to manage its foreign currency exposure against the US$. On this basis the Company manages its two types of exposures as follows:
(i) translation
At 30 June and 31 December each year, the Group translates its accounts from US$ to Australian dollars (A$) for statutory reporting purposes in Australia. No foreign exchange contracts are taken out as these are non-cash journal entries.
(ii) transaction
Major revenue and cost currency net cash flow exposures are predominantly hedged back to US$ on a 12 to 18-month rolling basis. The Group undertakes a range of derivative financial instruments, which can be defined in the following broad categories:
(i) Forward/future contracts
These transactions enable the Group to buy or sell specific amounts of foreign exchange or financial instruments at an agreed rate/ price at a specified future date. Maturities of these contracts are predominantly up to one year.
(ii) Foreign exchange options
This is a contract between two parties, which gives the buyer of the put or call option the right, but not the obligation, to transact at a specified exchange rate. The Group typically uses a combination of bought and sold options, generally for zero cost, to hedge foreign currency receivable and payable cash flows predominantly out to one year. Some options include knock out barrier levels, however under all option structures the Group’s minimum foreign exchange rate is known.
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24. financial Risk Management continued
(b) Interest rate risk
The Group has the broad aim of managing interest rate risk on its debt by setting a minimum level of interest rate risk days (the weighted average term of all interest rates in the portfolio) and a minimum fixed/floating interest rate ratio. The Group enters into interest rate swaps that enable parties to swap interest rates (from or to a fixed or floating basis) for a defined period of time. Maturities of the contracts are principally between one and five years.
Prior to the beginning of each year, the Group calculates its Financial Budget for the upcoming year using an updated set of financial assumptions and management’s view of the marketplace in the coming financial year. The Group forecasts interest rates for all debt repricing and new financing.
In this context interest rate risk is the risk that the Group will, as a result of adverse movements in interest rates, experience:
- unacceptable variations to the cost of debt in the review period for which the Financial Budget has been finalised; and • unacceptable variations in interest expense from year to year.
It is recognised that movements in interest rates may be beneficial to the Group.
Within the context of the Group’s operations, interest rate exposure occurs from the amount of debt repricing that occurs in any one year.
The exposure to interest rate risk and the effective weighted average interest rate for interest bearing financial liabilities are set out below:
| Weighted | Fixed Interest repricing in: | Fixed Interest repricing in: | |||||
|---|---|---|---|---|---|---|---|
| Average | |||||||
| Efective | 1 Year | 1 to 2 | 2 to 5 | >5 | |||
| Interest Rate | Floating | or Less | Years | Years | Years | Total | |
| % | A$m | A$m | A$m | A$m | A$m | A$m | |
| 2012 | |||||||
| Bank and other loans | 2.3 | 236.7 | 7.2 | - | - | 57.0 | 300.9 |
| Efect of interest rate swaps* | 1.2 | (161.7) | - | 92.0 | 69.7 | - | - |
| 75.0 | 7.2 | 92.0 | 69.7 | 57.0 | 300.9 | ||
| 2011 | |||||||
| Bank and other loans | 2.0 | 192.5 | 34.9 | - | - | - | 227.4 |
| Efect of interest rate swaps* | 1.6 | (166.0) | 8.3 | - | 157.7 | - | - |
| 26.5 | 43.2 | - | 157.7 | - | 227.4 |
- Represents notional amount of interest rate swaps.
A separate analysis of debt by currency can be found at Note 18 Interest Bearing Liabilities.
The table below shows the effect on profit for the period and equity, if interest rates had been 10 per cent higher or lower with all other variables held constant, taking into account all underlying exposures and related hedges. A sensitivity of 10 per cent has been selected as this is considered reasonable given the current level of both short term and long term US$ interest rates.
| Proft for | the period | Equity | ||||
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | |||
| A$m | A$m | A$m | A$m | |||
| If interest rates were | 10% higher with all other variables held constant | - | - | 0.3 | 0.6 | |
| If interest rates were | 10% lower with all other variables held constant | - | - | (0.3) | (0.6) |
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AnseLL ANNUAL REPORT 2012
(c) Credit risk
The credit risk on financial assets (excluding investments) of the Group, is the carrying amount, net of any provision for impairment, which has been recognised on the balance sheet.
The Group minimises concentrations of credit risk by undertaking transactions with a large number of customers and counter-parties in various countries.
The Group is not materially exposed to any individual customer.
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group does not hold any collateral.
The Group’s maximum exposure to credit risk at the reporting date was:
| Carrying Amount | Carrying Amount | |||
|---|---|---|---|---|
| 2012 | 2011 | |||
| A$m | A$m | |||
| Trade and other receivables | 193.6 | 182.1 | ||
| The ageing of the Group’s trade receivables is detailed below: | ||||
| Gross Trade | Receivables | Provision for Impairment | ||
| 2012 | 2011 | 2012 | 2011 | |
| A$m | A$m | A$m | A$m | |
| Within agreed terms | 180.3 | 172.1 | - | - |
| Past due 0-60 days | 17.5 | 16.3 | 0.5 | 1.3 |
| Past due 61-90 days | 2.9 | 1.7 | 0.2 | 1.1 |
| Past due 91 days or more | 9.1 | 8.3 | 6.4 | 8.1 |
| Total | 209.8 | 198.4 | 7.1 | 10.5 |
(i) Credit risk by maturity
The following table indicates the value of amounts owing by counter-parties by maturity. Based on the policy of not having material overnight exposures to an entity rated lower than A- by Standard & Poor’s or A3 by Moody’s Investors Service, the risk to the Group of counter-party default loss is not considered material.
| Foreign | Exchange |
Interest Rate |
Interest Rate |
Foreign Exchange | Foreign Exchange | ||||
|---|---|---|---|---|---|---|---|---|---|
| Related | Contracts | Contracts | Options | Total | |||||
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 |
2012 | 2011 | ||
| A$m | A$m | A$m | A$m | A$m | A$m |
A$m | A$m | ||
| Term: | |||||||||
| 0-6 months | - | 1.8 | - | - | 4.6 | 2.1 |
4.6 | 3.9 | |
| 6-12 months | 0.3 | 0.4 | - | 0.3 | 0.4 | 1.7 |
0.7 | 2.4 | |
| 1-2years | - | - | 1.5 | - | - | - |
1.5 | - | |
| Total | 0.3 | 2.2 | 1.5 | 0.3 | 5.0 | 3.8 |
6.8 | 6.3 |
(ii) Historical rate rollovers
It is the Group’s policy not to engage in historical rate rollovers of forward exchange contracts except in circumstances where the maturity date falls on a bank holiday. In these instances, settlement occurs on the next trading day.
(iii) Hedges and anticipated future transactions
The following table shows the Group’s deferred (gains) and losses that are currently held on the balance sheet and the expected timing of recognition as revenue or expense:
| of recognition as revenue or expense: | ||||
|---|---|---|---|---|
| Interest | Rate |
Foreign | Exchange | |
| 2012 | 2011 | 2012 | 2011 | |
| A$m | A$m | A$m | A$m | |
| Unrealised swaps | ||||
| Deferred | ||||
| Less than 1 year | - | 0.1 | 4.6 | (1.2) |
| 1-2 years | 3.5 | - | - | - |
| 2-5years | 5.1 | 7.3 | - | - |
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24. financial Risk Management continued
(d) fair value
The Directors consider that the carrying amount of recognised financial assets and financial liabilities approximates their net fair value with the exception of the derivative financial instruments detailed in the table below.
Refer to Note 1 Summary of Significant Accounting Policies for accounting policies in respect of the carrying values of financial assets and financial liabilities.
The following table displays:
(i) face value
This is the contract’s value upon which a market rate is applied to produce a gain or loss which becomes the settlement value of the derivative financial instrument.
(ii) Credit risk (derivative financial instruments)
This is the maximum exposure to the Group in the event that all counter-parties who have amounts outstanding to the Group under derivative financial instruments, fail to honour their side of the contracts. The Group’s exposure is almost entirely to banks. Amounts owed by the Group under derivative financial instruments are not included.
(iii) net fair value
This is the amount at which the instrument could be realised between willing parties in a normal market in other than a liquidation or forced sale environment. The net amount owing to financial institutions under all derivative financial instruments would have been $11.3 million (2011 – $7.3 million owing to financial institutions) if all contracts were closed out on 30 June 2012.
| Face | Value |
Credit | Risk |
Net Fair Value | Net Fair Value | |
|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |
| A$m | A$m | A$m | A$m | A$m | A$m | |
| Foreign exchange contracts | ||||||
| Purchase/sale contracts: | ||||||
| - US dollars | 10.9 | 6.4 | 0.3 | - | 0.3 | (0.1) |
| - Australian dollars | 9.8 | 1.1 | - | 0.1 | (0.1) | 0 .1 |
| - Malaysian ringgits | 12.6 | 78.0 | - | 1.1 | (0.6) | 1.0 |
| - Thai baht | 12.8 | 48.2 | - | 0.2 | (0.4) | (0.5) |
| - Sri Lankan rupees | 18.7 | 26.3 | - | 0.7 | (3.6) | 0.7 |
| - Other currencies | 16.3 | 18.7 | - | 0.1 | (0.2) | - |
| Foreign exchange options | ||||||
| - Euro/US dollars | 62.3 | 141.7 | 2.6 | 1.6 | 2.4 | (2.2) |
| - Australian dollars/US dollars | 11.1 | 11.5 | 0.1 | - | 0.1 | (0.1) |
| - Canadian dollars/US dollars | 14.9 | 46.3 | 0.4 | 0.3 | 0.3 | (0.4) |
| - Pounds sterling/US dollars | 2.8 | 2.1 | 0.1 | - | - | - |
| - US dollars/Mexican peso | 21.0 | 14.5 | 0.4 | 0.9 | (0.7) | 0.7 |
| - US dollars/Malaysian ringgits | 34.5 | - | 0.8 | - | (0.1) | - |
| - US dollars/Thai baht | 13.9 | - | 0.2 | - | (0.1) | - |
| - Other currencies | 14.0 | 12.5 | 0.4 | 1.0 | - | 0.9 |
| Interest rate contracts | ||||||
| Interest rate swaps: | ||||||
| - Euro | 37.2 | 67.6 | - | - | (1.7) | (1.1) |
| - US dollars | 164.3 | 135.9 | 1.5 | 0.3 | (6.9) | (6.3) |
| Total | 457.1 | 610.8 | 6.8 | 6.3 | (11.3) | (7.3) |
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AnseLL ANNUAL REPORT 2012
(iv) fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different methods have been defined as follows:
-
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| Level 1 | Level 2 | Level 3 | Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||
| A$m | A$m | A$m | A$m | A$m | A$m | A$m | A$m | |||||
| Derivative | ||||||||||||
| fnancial assets | - | - | 6.8 | 6.3 | - | - | 6.8 | 6.3 | ||||
| Available for sale | ||||||||||||
| fnancial assets | 3.6 | - | - | - | 0.4 | 0.1 | 4.0 | 0.1 | ||||
| Derivative | ||||||||||||
| fnancial liabilities | - | - | 18.1 | 13.6 | - | - | 18.1 | 13.6 |
In order to determine the fair value of the financial instruments, management used valuation techniques in which all significant inputs were based on observable market data.
(e) Liquidity risk
Liquidity risk is the risk of an unforeseen event or miscalculation in the required liquidity level that may result in the Group foregoing investment opportunities or not being able to meet its obligations in an orderly manner, and therefore give rise to poor investment income or to excessive borrowing costs.
The Group seeks to reduce the risk of:
(a) being forced to exit derivative financial instrument positions at below their real worth; or
(b) finding it cannot exit the position at all, due to lack of liquidity in the market
by:
(a) dealing only in liquid contracts dealt by many counter-parties;
-
(b) dealing only in large, highly liquid and stable international markets; and
-
(c) ensuring maturity risk days (the weighted average term of all maturity dates in the portfolio) remain within a specified range.
The following table sets out the contractual maturities of the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows comprising principal and interest repayments.
| Total | Contractural | Maturity (Years) | ||||
|---|---|---|---|---|---|---|
| Carrying | Contractural | |||||
| Amount | Cash Flows | 0-1 | 1-2 | 2-5 | >5 | |
| A$m | A$m | A$m | A$m | A$m | A$m | |
| 2012 | ||||||
| Trade and other creditors | 177.9 | 177.9 | 172.9 | 1.3 | 3.7 | - |
| Bank and other loans | 300.9 | 327.7 | 23.4 | 111.5 | 129.8 | 63.0 |
| Total | 478.8 | 505.6 | 196.3 | 112.8 | 133.5 | 63.0 |
| 2011 | ||||||
| Trade and other creditors | 168.0 | 168.0 | 167.5 | 0.5 | - | - |
| Bank and other loans | 227.4 | 232.9 | 189.0 | 0.9 | 43.0 | - |
| Total | 395.4 | 400.9 | 356.5 | 1.4 | 43.0 | - |
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24. financial Risk Management continued
(f) foreign currency risk
The Group operates internationally and is exposed to foreign currency risk arising from various currency exposures.
Foreign currency risk arises from future commercial transactions and recognised assets and liabilities in a currency that is not the operating currency of the Group. The Group’s operating currency is the US$.
The Group mitigates this risk by using foreign currency contracts, natural hedges and/or foreign currency options.
As at 30 June the exposure to foreign currency risk from the Group’s primary trading currency (US$) is:
| Net | Payable | |
|---|---|---|
| 2012 | 2011 | |
| A$m | A$m | |
| Netpayable in non-US$ reportingentities | 35.8 | 44.3 |
The following table demonstrates the estimated sensitivity to a 10 per cent increase/decrease in the US$ exchange rate, with all other variables held constant, on profit for the period and equity.
| Proft for the Period | Proft for the Period | Equity | |||
|---|---|---|---|---|---|
| 2012 | 2011 | 2012 | 2011 | ||
| A$m | A$m | A$m | A$m | ||
| 10% increase in US$ exchange rate with all other variables held constant: | 4.7 | 4.2 | (4.2) | (7.7) | |
| 10% decrease in US$ exchange rate with all other variables held constant: | (1.9) | (1.9) | 2.5 | 7.5 |
(g) Commodity price risk
Ansell is a significant buyer of natural rubber latex and a range of synthetic latex products. It purchases these products in a number of countries in Asia, predominately Malaysia, Thailand and Sri Lanka. The Group is not active in hedging its purchases on rubber exchanges but can, from time to time, buy from suppliers or brokers at a fixed price for up to several months into the future.
25. Key Management Personnel disclosures
Key Management Personnel
The following were Key Management Personnel of the Group during the financial year:
Non-Executive Directors
Peter L Barnes Chairman Glenn L L Barnes Ronald J S Bell L Dale Crandall W Peter Day Marissa T Peterson
Executive Director
Magnus R Nicolin Managing Director and Chief Executive Officer
Other Key Management Personnel
Peter B Carroll President & General Manager, Sexual Wellness GBU Scott Corriveau President & General Manager, Industrial GBU (appointed 1 November 2011) Tom Draskovics President & General Manager, Specialty Markets GBU (appointed 1 November 2011) Steve Genzer Senior Vice President, Operations & Supply Werner J Heintz President & General Manager, Industrial GBU (ceased employment 31 October 2011) Rustom F Jilla Senior Vice President and Chief Financial Officer Anthony Lopez President & General Manager, Medical GBU (appointed 3 October 2011)
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AnseLL ANNUAL REPORT 2012
Key Management Personnel remuneration
| Key Management Personnel remuneration | ||
|---|---|---|
| 2012 | 2011 | |
| A$ | A$ | |
| Short term benefts | 6,146,983 | 8,192,365 |
| Post-employment benefts | 820,936 | 977,303 |
| Share-based payments | 232,477 | 242,449 |
| Long term cash based incentives | 3,846,003 | 6,382,976 |
| Terminationpayment | 2,890,176 | 303,061 |
| 13,936,575 | 16,098,154 |
details of remuneration
directors of Ansell Limited
Details of the remuneration of all Directors of Ansell Limited is set out in the following tables:
| 2012 | Short Term Benefts Post-Employment Benefts Share-Based Payments Long Term Incentive Cash Salary and Fees A$ Cash Bonus A$ Non-monetary Benefts A$ Superannuation Contributions A$ Options and Performance Rights A$ Cash Based A$ Total A$ |
|---|---|
| Non-Executive P L Barnes G L L Barnes R J S Bell L D Crandall W P Day M T Peterson Executive M R Nicolin (CEO and ManagingDirector) |
270,023 - - 15,775 - - 285,798 148,349 - - - - - 148,349 129,946 - - 3,503 - - 133,449 136,319 - - 3,645 - - 139,964 126,400 - - 11,376 - - 137,776 141,396 - - 3,739 - - 145,135 829,875 561,955 99,701 296,205 232,477 1,498,947 3,519,160 |
| Total | 1,782,308 561,955 99,701 334,243 232,477 1,498,947 4,509,631 |
| 2011 | Short Term Benefts Post-Employment Benefts Share-Based Payments Long Term Incentive Cash Salary and Fees A$ Cash Bonus A$ Non-monetary Benefts A$ Superannuation Contributions A$ Options and Performance Rights A$ Cash Based A$ Total A$ |
|---|---|
| Non-Executive P L Barnes G L L Barnes R J S Bell L D Crandall W P Day M T Peterson Executive M R Nicolin (CEO and ManagingDirector) |
251,650 - - 19,919 - - 271,569 142,900 - - - - - 142,900 137,800 - - 3,766 - - 141,566 124,572 - - 3,054 - - 127,626 121,400 - - 10,926 - - 132,326 129,390 - - 3,433 - - 132,823 819,818 1,186,787 110,424 166,270 242,449 1,010,203 3,535,951 |
| Total | 1,727,530 1,186,787 110,424 207,368 242,449 1,010,203 4,484,761 |
AnseLL ANNUAL REPORT 2012
105
notes to tHe fInAnCIAL stAteMents CONTINUED
25. Key Management Personnel disclosures continued
details of remuneration continued
Details of the remuneration of each of the other Key Management Personnel of the Group are set out in the following tables:
| 2012 | Short Term Benefts Post-Employment Benefts Long Term Incentive Other Benefts Cash Salary and Fees A$ Cash Bonus A$ Non-monetary Benefts A$ Superannuation Contributions A$ Cash Based A$ Termination Payment A$ Total A$ |
|---|---|
| P B Carroll S Corriveau T Draskovics S Genzer W J Heintz R F Jilla T Lopez |
406,850 253,671 35,360 91,434 340,730 - 1,128,045 334,185 193,731 125,216 72,510 482,584 - 1,208,226 158,337 92,234 2,572 26,934 119,722 - 399,799 326,921 145,798 138,366 81,547 314,812 - 1,007,444 281,498 - 58,128 61,666 201,649 2,890,176 3,493,117 448,510 217,417 28,686 130,601 781,007 - 1,606,221 239,742 69,705 146,092 22,001 106,552 - 584,092 |
| Total | 2,196,043 972,556 534,420 486,693 2,347,056 2,890,176 9,426,944 |
| 2011 | Short Term Benefts Post-Employment Benefts Long Term Incentive Other Benefts Cash Salary and Fees A$ Cash Bonus A$ Non-monetary Benefts A$ Superannuation Contributions A$ Cash Based A$ Termination Payment A$ Total A$ |
|---|---|
| P B Carroll S Corriveau S Genzer W J Heintz R F Jilla S Papier W J Reed W G Reilly |
400,925 269,640 35,360 80,185 486,810 - 1,272,920 299,323 221,234 1,437 76,276 842,052 - 1,440,322 277,806 207,810 50,510 28,252 109,438 - 673,816 481,073 386,668 65,518 153,203 572,709 - 1,659,171 444,508 437,811 29,870 146,451 1,432,990 - 2,491,630 268,178 - 33,709 76,484 - 303,061 681,432 312,689 214,626 38,245 106,351 913,865 - 1,585,776 350,497 308,991 31,196 102,733 1,014,909 - 1,808,326 |
| Total | 2,834,999 2,046,780 285,845 769,935 5,372,773 303,061 11,613,393 |
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AnseLL ANNUAL REPORT 2012
equity instruments
options and performance rights (PRs) granted as compensation
In previous years the Company operated the Ansell Limited Stock Incentive plan under which options and Performance Rights (PRs) were issued to employees.
Movement in options and PRs on issue
The movement in the number of options and PRs over ordinary shares of Ansell Limited held, directly, indirectly or beneficially, by each of the Key Management Personnel, including their related parties, is as follows:
| 2012 | Options | |||||
|---|---|---|---|---|---|---|
| Held at | Granted | Exercised/PRs | Options/ | Held at | Options | |
| 1 July | During | Vested During | PRs Lapsed/ | 30 June | Not Yet | |
| 2011 | the Year | the Year | Forfeited | 2012 | Exercisable | |
| Options | ||||||
| Key Management Personnel | ||||||
| P B Carroll | 12,500 | - | - | - | 12,500 | - |
| S Corriveau | 22,222 | - | - | - | 22,222 | - |
| T Draskovics | - | - | - | - | - | - |
| S Genzer | - | - | - | - | - | - |
| W J Heintz | 22,667 | - | - | - | 22,667 | - |
| R F Jilla | 102,444 | - | (54,222) | - |
48,222 | - |
| A Lopez | - | - | - | - | - | - |
| PRs | ||||||
| Director | ||||||
| M R Nicolin | 129,730 | - | - | - | 129,730 | |
| 2011 | Options | |||||
| Held at | Granted | Exercised/PRs | Options/ | Held at | Options | |
| 1 July | During | Vested During | PRs Lapsed/ | 30 June | Not Yet | |
| 2010 | the Year | the Year | Forfeited | 2011 | Exercisable | |
| Options | ||||||
| Key Management Personnel | ||||||
| P B Carroll | 25,000 | - | - | (12,500) | 12,500 | - |
| S Corriveau | 44,444 | - | - | (22,222) | 22,222 | - |
| S Genzer | - | - | - | - | - | - |
| W Heintz | 45,333 | - | - | (22,666) | 22,667 | - |
| R F Jilla | 290,167 | - | (139,501) | (48,222) |
102,444 | - |
| S Papier | 44,444 | - | - | (22,222) | 22,222 | - |
| W Reed | 50,085 | - | - | (25,042) | 25,043 | - |
| W G Reilly | 54,701 | - | - | (27,351) | 27,350 | - |
| PRs | ||||||
| Director | ||||||
| M R Nicolin | - | 129,730 | - | - | 129,730 | |
| Other Key Management Personnel | ||||||
| P B Carroll | 25,000 | - | (25,000) | - |
- | |
| S Corriveau | 44,444 | - | (44,444) | - |
- | |
| S Genzer | - | - | - | - | - | |
| W Heintz | 45,333 | - | (45,333) | - |
- | |
| R F Jilla | 96,444 | - | (96,444) | - |
- | |
| S Papier | 44,444 | - | (44,444) | - |
- | |
| W Reed | 50,085 | - | (50,085) | - |
- | |
| W G Reilly | 54,701 | - | (54,701) | - | - |
AnseLL ANNUAL REPORT 2012
107
notes to tHe fInAnCIAL stAteMents CONTINUED
25. Key Management Personnel disclosures continued
equity instruments continued
Movements in shares
The movement in the number of ordinary shares of Ansell Limited held directly, indirectly or beneficially, by each of the Key Management Personnel, including their personally related entities during the 2012 financial year is as follows:
| Held at | Received | Held at | |||
|---|---|---|---|---|---|
| 1 July | on Vesting | 30 June | |||
| 2011 | Purchases(a) | of PRs | Sales/Other | 2012 | |
| Directors | |||||
| P L Barnes | 24,755 | 2,018 | - | - | 26,773 |
| G L L Barnes | 15,260 | 961 | - | - | 16,221 |
| R J S Bell | 5,556 | 893 | - | - | 6,449 |
| L D Crandall | 14,922 | 927 | - | - | 15,849 |
| W P Day | 5,656 | 893 | - | - | 6,549 |
| M T Peterson | 9,495 | 964 | - | - | 10,459 |
| M R Nicolin | 10,000 | - | - | - | 10,000 |
| Other Key Management Personnel | |||||
| P B Carroll | 28,000 | 2,607 | - | (15,000) | 15,607 |
| S Corriveau | 21,489 | 3,932 | - | (6,000) | 19,421 |
| T Draskovics | - | - | - | - | - |
| S Genzer | - | - | - | - | - |
| W J Heintz | 40,507 | - | - | (22,164) | 18,343 |
| R F Jilla | 268,249 | 6,708 | - | (50,000) | 224,957 |
| A Lopez | - | - | - | - | - |
(a) Includes shares purchased on market pursuant to the Non-Executive Directors’ Share Plan.
The movement in the number of ordinary shares of Ansell Limited held directly, indirectly or beneficially, by each of the Key Management Personnel, including their personally related entities during the 2011 financial year is as follows:
| Held at | Received | Held at | |||
|---|---|---|---|---|---|
| 1 July | on Vesting | 30 June | |||
| 2010 | Purchases(a) | of PRs | Sales/Other | 2011 | |
| Directors | |||||
| P L Barnes | 23,017 | 1,738 | - | - | 24,755 |
| G L L Barnes | 14,271 | 989 | - | - | 15,260 |
| R J S Bell | 4,641 | 915 | - | - | 5,556 |
| L D Crandall | 13,971 | 951 | - | - | 14,922 |
| W P Day | 4,742 | 914 | - | - | 5,656 |
| M T Peterson | 8,507 | 988 | - | - | 9,495 |
| M R Nicolin | 10,000 | - | - | - | 10,000 |
| Other Key Management Personnel | |||||
| P B Carroll | 3,000 | - | 25,000 | - | 28,000 |
| S Corriveau | 21,345 | - | 44,444 | (44,300) | 21,489 |
| S Genzer | - | - | - | - | - |
| W Heintz | 27,507 | - | 45,333 | (32,333) | 40,507 |
| R F Jilla | 182,476 | - | 96,444 | (10,671) | 268,249 |
| S Papier | 37,463 | - | 44,444 | (33,152) | 48,755 |
| W Reed | 21,774 | - | 50,085 | (22,719) | 49,140 |
| W G Reilly | 10,000 | - | 54,701 | (18,243) | 46,458 |
(a) Includes shares purchased on market pursuant to the Non-Executive Directors’ Share Plan.
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AnseLL ANNUAL REPORT 2012
service agreements
The Company has no service agreements with the Non-Executive Directors.
other transactions with specified directors and specified executives
From time to time, Key Management Personnel of the Company or its subsidiaries, or their personally related entities, may purchase goods from the Group. These purchases are on terms and conditions no more favourable than those entered into by unrelated customers and are trivial or domestic in nature.
26. notes to the statement of Cash flows
(a) Reconciliation of net cash provided by operating activities to profit for the period
| (a) Reconciliation of net cash provided by operating activities to proft for the period | |
|---|---|
| 2012 A$m 2011 A$m |
|
| Proft for the period Add/(less) non-cash items: Depreciation Amortisation Impairment – trade debtors Share-based payments expense Add/(less) items classifed as investing/fnancing activities: Interest received Interest and fnancing costs paid Gain on sale of investments, property, plant and equipment Net cash provided by operating activities before change in assets and liabilities Change in assets and liabilities net of efect from acquisitions and disposals of subsidiaries and businesses: (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase in other assets Decrease in trade and other payables Decrease in provisions/other liabilities Decrease in retirement beneft obligations Increase/(decrease) in provision for deferred income tax (Increase)/decrease in future income tax beneft Increase in provision for income tax Other non-cash items(includingforeign currencyimpact) |
133.0 125.9 17.3 18.1 4.6 3.1 (0.7) (0.1) 0.2 (0.5) (6.8) (8.4) 12.1 12.7 (8.1) (0.1) |
| 151.6 150.7 (5.0) 7.7 (19.5) 24.6 (5.1) (0.1) (2.6) (20.5) (7.9) (0.1) (2.9) (6.0) 3.9 (11.6) (15.8) 6.9 2.5 5.4 (4.0) (27.9) |
|
| Net cashprovided byoperatingactivities | 95.2 129.1 |
(b) Components of cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents includes cash on hand and at banks and investments in money market instruments, net of outstanding bank overdrafts. Cash and cash equivalents, at the end of the financial year, as shown in the Statement of Cash Flows, comprise:
| 2012 | 2011 | ||
|---|---|---|---|
| Note | A$m | A$m | |
| Cash on hand | 9 | 0.7 | 2.0 |
| Cash at bank | 9 | 60.8 | 60.1 |
| Short term deposits | 9 | 184.3 | 176.9 |
| Restricted deposits | 9 | 3.5 | 3.5 |
| 249.3 | 242.5 |
AnseLL ANNUAL REPORT 2012
109
notes to tHe fInAnCIAL stAteMents CONTINUED
27. Acquisition of Businesses and subsidiaries
The material acquisitions made during the year are as follows:
sAndeL Medical solutions
On 4 July 2011, Ansell Limited announced the acquisition of the assets of SANDEL Medical Industries, LLC, a recognised leader in the development of staff and patient safety disposable products in the USA. The cost of the acquisition was $12.9 million and the business contributed $10.6 million to consolidated revenue and $0.5 million to consolidated net profit for the year.
The fair value of the identifiable assets and liabilities of SANDEL Medical Solutions as at acquisition were:
| Acquiree’s Carrying Value A$m Fair Value Adjustments A$m Acquired Values A$m |
Acquiree’s Carrying Value A$m Fair Value Adjustments A$m Acquired Values A$m |
|
|---|---|---|
| Property, plant and equipment Brand names Trade and other receivables Inventories Trade and other payables Net identifable assets acquired Goodwill on acquisition Total consideration paid/payable Consideration paid in cash Contingent considerationpayable* |
0.1 - 0.1 - 1.0 1.0 1.2 - 1.2 1.9 - 1.9 (1.1) - (1.1) |
|
| 2.1 1.0 3.1 15.7 18.8 12.9 5.9 |
||
| 18.8 | ||
| 12.9 5.9 |
*The contingent consideration is payable quarterly based on the maintenance of and growth in sales of specified products for a five year period.
trelleborg Protective Products
On 11 April 2012, Ansell Limited announced it had entered into an agreement to purchase the Trelleborg Protective Products (TPP) business from The Trelleborg Group of Sweden. The TPP business is a recognised global leader in high-end chemical protective suits, professional dry diving suits and escape hoods. The acquisition was completed on 2 May 2012. The cost of the acquisition was $37.0 million and the business contributed $3.8 million to consolidated revenue and $0.1 million to consolidated net profit for the year. If the acquisition had occurred on 1 July 2011, estimated consolidated revenue for the year would have been $1,244.9 million and estimated consolidated net profit for the year (inclusive of acquisition related expenses) would have been $134.6 million.
The following fair values of the identifiable assets and liabilities of the TPP business as at acquisition have been determined on a provisional basis:
| Acquiree’s Carrying Value A$m Fair Value Adjustments A$m Acquired Values A$m |
Acquiree’s Carrying Value A$m Fair Value Adjustments A$m Acquired Values A$m |
|
|---|---|---|
| Property, plant and equipment Intangibles Cash and cash equivalents Trade and other receivables Inventories Trade and other payables Net identifable assets acquired Goodwill on acquisition Consideration paid in cash Considerationpaid net of cash acquired |
1.0 - 1.0 0.8 (0.8) - 6.5 - 6.5 3.7 - 3.7 5.4 (0.1) 5.3 (2.9) - (2.9) |
|
| 14.5 (0.9) 13.6 23.4 37.0 30.5 |
||
| 37.0 | ||
| 30.5 |
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AnseLL ANNUAL REPORT 2012
28. Related Party disclosures
(a) subsidiaries
Ansell Limited is the parent entity of all entities detailed in Note 29 Particulars Relating to Subsidiaries and from time to time has dealings on normal commercial terms and conditions with those entities, the effects of which are eliminated in these consolidated financial statements.
(b) Key Management Personnel
Disclosures relating to Key Management Personnel are set out in Note 25 Key Management Personnel Disclosures.
29. Particulars Relating to subsidiaries
| 29. Particulars Relating to subsidiaries | |||
|---|---|---|---|
| Benefcial | Interest | ||
| Country of | 2012 | 2011 | |
| Incorporation | % | % | |
| Ansell Limited | Australia | ||
| Ansell Healthcare Japan Co. Ltd. | Japan* | 100 | 100 |
| Ativ Pac Pty. Ltd. | Australia | 100 | 100 |
| BNG Battery Technologies Pty. Ltd. | Australia | 100 | 100 |
| Cliburn Investments Pty. Ltd. | Australia | 100 | 100 |
| Corrvas Insurance Pty. Ltd. | Australia | 100 | 100 |
| Dexboy International Pty. Ltd. | Australia | 100 | 100 |
| Dunlop Olympic Manufacturing Pty. Ltd. | Australia | 100 | 100 |
| FGDP Pty. Ltd. | Australia | 100 | 100 |
| PSL Industries Pty. Ltd. | Australia | 100 | 100 |
| Nucleus Ltd. | Australia | 100 | 100 |
| Lifetec Project Pty. Ltd. | Australia | 100 | 100 |
| Medical TPLC Pty. Ltd. | Australia | 100 | 100 |
| N&T Pty. Ltd. | Australia | 100 | 100 |
| Nucleus Trading Pte. Ltd. | Singapore* | 100 | 100 |
| THLD Ltd. | Australia | 100 | 100 |
| TNC Holdings Pte. Ltd. | Singapore* | 100 | 100 |
| TPLC Pty. Ltd. | Australia | 100 | 100 |
| Societe de Management Financier S.A. | France* | 100 | 100 |
| Olympic General Products Pty. Ltd. | Australia | 100 | 100 |
| Pacifc Dunlop Finance Pty. Ltd. | Australia | 100 | 100 |
| Pacifc Dunlop Holdings (China) Co. Ltd. | China* | 100 | 100 |
| Ansell (Shanghai) Commercial and Trading Co., Ltd. | China* | 100 | 100 |
| Pacifc Dunlop Linings Pty. Ltd. | Australia | 100 | 100 |
| P.D. Holdings Pty. Ltd. | Australia | 100 | 100 |
| P.D. International Pty. Ltd. | Australia | 100 | 100 |
| Ansell Canada Inc. | Canada* | 100 | 100 |
| Ansell Commercial Mexico S.A. de C.V. | Mexico* | 100 | 100 |
| Ansell Korea Co., Ltd. | Korea* | 100 | 100 |
| Ansell Lanka (Pvt.) Ltd. | Sri Lanka* | 100 | 100 |
| Ansell (Middle East) JLT | UAE* | 100 | 100 |
| Ansell Perry de Mexico S.A. de C.V. | Mexico* | 100 | 100 |
| Ansell Services (Asia) Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell Ambi Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell (Kedah) Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell (Kulim) Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell Medical Sdn. Bhd. | Malaysia* | 75 | 75 |
| Ansell N.P. Sdn. Bhd. | Malaysia* | 75 | 75 |
| Ansell Malaysia Sdn. Bhd. | Malaysia* | 75 | 75 |
| Ansell Shah Alam Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell Protective Solutions Singapore Pte. Ltd. | Singapore* | 100 | - |
AnseLL ANNUAL REPORT 2012
111
notes to tHe fInAnCIAL stAteMents CONTINUED
29. Particulars Relating to subsidiaries continued
| Benefcial | Interest | ||
|---|---|---|---|
| Country of | 2012 | 2011 | |
| Incorporation | % | % | |
| Ansell (Thailand) Ltd. | Thailand* | 100 | 100 |
| CE Gloves (India) Limited | India* | 100(a) | 100(a) |
| Corrvas Insurance (Singapore) Pte. Ltd. | Singapore* | 100 | 100 |
| Fabrica de Artefatos de Latex Blowtex Ltda. | Brazil* | 100 | 100 |
| Medical Telectronics N.V. | Netherlands Ant.* | 100 | 100 |
| Pacifc Dunlop Holdings (Europe) Ltd. | U.K.* | 100 | 100 |
| Ansell GBU Services (Europe) N.V. | Belgium* | 100 | 100 |
| Ansell Healthcare Europe N.V. | Belgium* | 100 | 100 |
| Ansell GmbH | Germany* | 100 | 100 |
| Condomi Erfurt Produktions GmbH | Germany* | 100 | 100 |
| Ansell Italy Srl | Italy* | 100 | 100 |
| Ansell Medikal Urunler Ithalat Ihracat Uretim ve Ticaret A.S. | Turkey* | 100 | - |
| Ansell Norway AS | Norway* | 100 | - |
| Ansell Protective Solutions AB | Sweden* | 100 | - |
| Ansell Protective Solutions Lithuania UAB | Lithuania* | 100 | - |
| Ansell Rus LLC | Russia* | 100 | - |
| Ansell S.A. | France* | 100 | 100 |
| Ansell Spain SL (Sociedad de Responsabilidad Limitada) | Spain* | 100 | 100 |
| Medical Telectronics Holding & Finance (Holland) B.V. | Netherlands* | 100 | 100 |
| Unimil Sp. z o.o. | Poland* | 100 | 100 |
| Ansell UK Limited | U.K.* | 100 | 100 |
| Pacifc Dunlop Holdings (Singapore) Pte. Ltd. | Singapore* | 100 | 100 |
| JK Ansell Ltd. | India* | 50 | 50 |
| Ansell (Hong Kong) Limted. | Hong Kong* | 100 | 100 |
| Pacifc Dunlop Investments (USA) Inc. | USA* | 100 | 100 |
| Ansell Brazil LTDA | Brazil* | 100 | 100 |
| Ansell Edmont Industrial de Mexico S.A. de C.V. | Mexico* | 100 | 100 |
| Pacifc Dunlop Holdings (USA) LLC. | USA* | 100 | 100 |
| Ansell Healthcare Products LLC. | USA* | 100 | 100 |
| Ansell SANDEL Medical Solutions LLC. | USA* | 100 | - |
| Ansell Protective Products Inc. | USA* | 100 | 100 |
| Ansell Hawkeye Inc. | USA* | 100 | 100 |
| Ansell Protective Solutions Inc. | USA* | 100 | - |
| Pacifc Chloride Inc. | USA* | 100 | 100 |
| Pacifc Dunlop Holdings Inc. | USA* | 100 | 100 |
| Pacifc Dunlop USA Inc. | USA* | 100 | 100 |
| TPLC Holdings Inc. | USA* | 100 | 100 |
| Accufx Research Institute Inc. | USA* | 100 | 100 |
| Cotac Corporation | USA* | 100 | 100 |
| Pacifc Dunlop Finance Company Inc. | USA* | 100 | 100 |
| PDOCB Pty. Ltd. | Australia | 100 | 100 |
| Ansell Medical Products Pvt. Ltd. | India* | 100 | 100 |
| Suretex Ltd. | Thailand* | 100 | 100 |
| Latex Investments Ltd. | Mauritius* | 100 | 100 |
| Suretex Prophylactics (India) Ltd. | India* | 100 | 100 |
| STX Prophylactics S.A. (Pty.) Ltd. | Sth Africa* | 100 | 100 |
| Wuhan Jissbon Sanitary Products Company Ltd. | China* | 90(b) | 90(b) |
| Shanghai Feidun Trading Company Ltd. | China* | 100 | - |
AnseLL ANNUAL REPORT 2012
112
| Benefcial | Interest | ||
|---|---|---|---|
| Country of | 2012 | 2011 | |
| Incorporation | % | % | |
| Shenyang Yipeng Trading Company Ltd. | China* | 100 | 100 |
| Wuhan AnJie LuPu Trading Company Ltd. | China* | 100 | - |
| PD Licensing Pty. Ltd. | Australia | 100 | 100 |
| PD Shared Services Pty. Ltd. | Australia | 100 | 100 |
| PD Shared Services Holdings Pty. Ltd. | Australia | 100 | 100 |
| Siteprints Pty. Ltd. | Australia | 100 | 100 |
| S.T.P. (Hong Kong) Ltd. | Hong Kong* | 100 | 100 |
| Pacifc Dunlop Holdings N.V. | Netherlands Ant.* | 100 | 100 |
| Pacifc Dunlop (Netherlands) B.V. | Netherlands* | 100 | 100 |
| The Distribution Group Holdings Pty. Ltd. | Australia | 100 | 100 |
| The Distribution Group Pty. Ltd. | Australia | 100(c) | 100 (c) |
| The Distribution Trust | Australia | 100 | 100 |
| Union Knitting Mills Pty. Ltd. | Australia | 100 | 100 |
| Xelo Pty. Ltd. | Australia | 100 | 100 |
| Xelo Sacof Pty. Ltd. | Australia | 100 | 100 |
- Subsidiaries incorporated outside Australia carry on business in those countries.
(a) Owned 74.9 per cent by P.D. International Pty. Ltd. and 25.1 per cent by Suretex Prophylactics (India) Ltd.
(b) Owned 49.2 per cent by P.D. International Pty. Ltd. and 40.8 per cent by Pacific Dunlop Holdings (China) Co. Ltd.
(c) The trustee of The Distribution Trust is The Distribution Group Pty. Ltd. The beneficiary of the trust is Ansell Limited.
30. Parent entity disclosures
As at the end of and throughout the financial year ending 30 June 2012, the parent company of the Group was Ansell Limited.
| 2012 | 2011 | |
|---|---|---|
| A$m | A$m | |
| Result of the parent entity | ||
| Proft for the period | 103.0 | 91.8 |
| Other comprehensive income | 0.8 | (9.7) |
| Total comprehensive income for theperiod | 103.8 | 82.1 |
| Financial position of the parent entity at year end | ||
| Current assets | 503.7 | 435.5 |
| Total assets | 2,246.0 | 2,162.0 |
| Current liabilities | 1,171.8 | 1,114.4 |
| Total liabilities | 1,173.6 | 1,115.6 |
| Total equity of the parent entity comprising: | ||
| Issued capital | 862.2 | 893.9 |
| Reserves | 37.5 | 36.5 |
| Retainedprofts | 172.7 | 116.0 |
| Total equity | 1,072.4 | 1,046.4 |
The consolidated Group has a net current asset position of $409.9 million (2011 $194.0 million) which the parent company controls. As at 30 June 2012, the parent company has a net current liability position of $668.1 million (2011 $678.9 million). The Directors will ensure that the parent company has, at all times, sufficient funds available from the Group to meet its commitments.
Parent entity Guarantee
The parent entity has entered into a Deed of Cross Guarantee whereby it guarantees the debts of certain subsidiaries that are guarantors under the Group’s revolving credit bank facility.
AnseLL ANNUAL REPORT 2012
113
notes to tHe fInAnCIAL stAteMents CONTINUED
31. earnings Per share
| 31. earnings Per share | ||
|---|---|---|
| 2012 | 2011 |
|
| A$m | A$m |
|
| Earnings reconciliation | ||
| Net proft | 133.0 | 125.9 |
| Netproft attributable to non-controllinginterests | 3.0 | 3.2 |
| Basic earnings | 130.0 | 122.7 |
| Diluted earnings | 130.0 | 122.7 |
| Number of shares | ||
| (millions) | ||
| Weighted average number of ordinary shares used as the denominator | ||
| Number of ordinary shares for basic earnings per share | 131.2 | 132.8 |
| Efect ofpartly paid Executive Plan shares,options and PRs | 0.2 | 0.2 |
| Number of ordinaryshares for diluted earningsper share | 131.4 | 133.0 |
Partly paid Executive Plan shares, options and PRs have been included in diluted earnings per share in accordance with Accounting Standards.
32. subsequent event
On 7 August 2012, Ansell Limited announced an agreement to acquire Comasec SAS and its subsidiaries. Comasec specialises in gloves for chemical protection, food handling, cut protection, mechanical protection, dry box and thermal protection. It is a significant participant in the European Personal Protective Equipment Glove Market and has a presence in North America.
Settlement of the acquisition is expected by October, subject to regulatory approvals. The (cash-free, debt-free) purchase price is Euro 101.5 million (A$118 million) and is being funded out of Ansell’s available cash and credit facilities.
33. Us dollar financial Information
The following US dollar financial information is provided as additional information for the Company’s shareholders. This information is a convenience translation only and has been prepared using the Accounting Policies described in Note 1.
Translation of amounts from Australian dollars to US dollars in the Income Statement, Statement of Cash Flows and Operating Revenue and Operating Result within the Operating Segments have been made at the average of the 10.00 am mid buy/sell rate for Australian dollars as quoted by Reuters on the last working day of each month for the 13-month period June 2011 to June 2012.
Translation of amounts from Australian dollars to US dollars in the Balance Sheet and Assets Employed and Liabilities within the Operating Segments have been made at the 10.00 am mid buy/sell rate for Australian dollars as quoted by Reuters, on Friday 29 June 2012, at US$1.00415 = A$1 (30 June 2011 US$1.06725 = A$1).
AnseLL ANNUAL REPORT 2012
114
Consolidated Income statement
of Ansell Limited and subsidiaries for the year ended 30 June 2012
| Consolidated Income statement of Ansell Limited and subsidiaries for the year ended 30 June 2012 |
||
|---|---|---|
| 2012 | 2011 | |
| US$m | US$m | |
| Revenue | ||
| Sales | 1,255.3 | 1,206.9 |
| Other revenue | 7.1 | 8.3 |
| Total revenue | 1,262.4 | 1,215.2 |
| Expenses | ||
| Cost of goods sold | (735.9) | (734.4) |
| Distribution | (61.5) | (52.7) |
| Selling, general and administration | (304.7) | (282.9) |
| Total expenses, excluding fnancing costs | (1,102.1) | (1,070.0) |
| Financingcosts | (12.1) | (12.3) |
| Proft before income tax | 148.2 | 132.9 |
| Income tax | (12.1) | (8.1) |
| Proft for the period | 136.1 | 124.8 |
| Non-controllinginterests | (3.1) | (3.1) |
| Proft attributable to Ansell Limited shareholders | 133.0 | 121.7 |
| 2012 | 2011 | |
|---|---|---|
| US cents | US cents | |
| Earnings per share is based on proft attributable to Ansell Limited shareholders | ||
| Basic earnings per share | 101.4 | 91.6 |
| Diluted earningsper share | 101.2 | 91.5 |
AnseLL ANNUAL REPORT 2012
115
notes to tHe fInAnCIAL stAteMents CONTINUED
33. Us dollar financial Information continued
Consolidated Balance sheet
of Ansell Limited and subsidiaries as at 30 June 2012
| Consolidated Balance sheet of Ansell Limited and subsidiaries as at 30 June 2012 |
||
|---|---|---|
| 2012 | 2011 | |
| US$m | US$m | |
| Current assets | ||
| Cash on hand | 0.7 | 2.1 |
| Cash at bank and on deposit | 246.1 | 252.9 |
| Cash assets – restricted deposits | 3.5 | 3.7 |
| Trade and other receivables | 192.4 | 192.7 |
| Inventories | 213.4 | 197.9 |
| Other | 10.0 | 11.1 |
| Total current assets | 666.1 | 660.4 |
| Non-current assets | ||
| Trade and other receivables | 2.1 | 1.6 |
| Investments | 4.0 | 0.1 |
| Property, plant and equipment | 151.2 | 150.4 |
| Intangible assets | 391.2 | 361.8 |
| Deferred tax assets | 120.0 | 104.7 |
| Other | 19.3 | 19.1 |
| Total non-current assets | 687.8 | 637.7 |
| Total assets | 1,353.9 | 1,298.1 |
| Current liabilities | ||
| Trade and other payables | 173.7 | 178.6 |
| Interest bearing liabilities | 16.8 | 197.7 |
| Provisions | 49.7 | 64.4 |
| Current tax liabilities | 14.4 | 12.6 |
| Total current liabilities | 254.6 | 453.3 |
| Non-current liabilities | ||
| Trade and other payables | 5.0 | 0.5 |
| Interest bearing liabilities | 285.4 | 45.0 |
| Provisions | 20.1 | 18.8 |
| Retirement beneft obligations | 17.8 | 13.2 |
| Deferred tax liabilities | 29.7 | 27.4 |
| Other | 17.7 | 16.7 |
| Total non-current liabilities | 375.7 | 121.6 |
| Total liabilities | 630.3 | 574.9 |
| Net assets | 723.6 | 723.2 |
| Equity | ||
| Issued capital | 865.8 | 954.0 |
| Reserves | (109.6) | (111.8) |
| Accumulated losses | (46.7) | (133.6) |
| Total equity attributable to Ansell Limited shareholders | 709.5 | 708.6 |
| Non-controllinginterests | 14.1 | 14.6 |
| Total equity | 723.6 | 723.2 |
116
AnseLL ANNUAL REPORT 2012
Consolidated statement of Cash flows
of Ansell Limited and subsidiaries for the year ended 30 June 2012
| Consolidated statement of Cash flows of Ansell Limited and subsidiaries for the year ended 30 June 2012 |
||
|---|---|---|
| 2012 | 2011 | |
| US$m | US$m | |
| Cash fows related to operating activities | ||
| Receipts from customers | 1,249.6 | 1,189.0 |
| Payments to suppliers and employees | (1,133.4) | (1,046.7) |
| Net receipts from operations | 116.2 | 142.3 |
| Income taxespaid | (17.8) | (14.3) |
| Net cashprovided byoperatingactivities | 98.4 | 128.0 |
| Cash fows related to investing activities | ||
| Payments for businesses, net of cash acquired | (44.8) | - |
| Payments for property, plant, equipment and intangible assets | (37.6) | (44.5) |
| Payments for investments | (5.1) | - |
| Proceeds from sale ofproperty, plant and equipment | 9.6 | 1.5 |
| Net cash used in investingactivities | (77.9) | (43.0) |
| Cash fows related to fnancing activities | ||
| Proceeds from borrowings | 296.9 | 75.2 |
| Repayments of borrowings | (224.5) | (94.1) |
| Net proceeds from/(repayments of) borrowings | 72.4 | (18.9) |
| Proceeds from issues of shares | 0.9 | 3.8 |
| Payments for share buy-back | (33.4) | - |
| Dividends paid – Ansell Limited shareholders | (46.6) | (40.6) |
| Dividends paid – non-controlling interests | (2.2) | (1.2) |
| Interest received | 7.0 | 8.4 |
| Interest and borrowingcostspaid | (12.4) | (12.2) |
| Net cash used in fnancingactivities | (14.3) | (60.7) |
| Net increase in cash and cash equivalents | 6.2 | 24.3 |
| Cash and cash equivalents at the beginning of the fnancial year | 258.7 | 199.8 |
| Efects of exchange rate changes on the balances of cash and cash equivalents held in foreign currencies at the beginningof the fnancialyear |
(14.6) | 34.6 |
| Cash and cash equivalents at the end of the fnancialyear | 250.3 | 258.7 |
AnseLL ANNUAL REPORT 2012
117
notes to tHe fInAnCIAL stAteMents CONTINUED
33. Us dollar financial Information continued
operating segments
of Ansell Limited and subsidiaries for the year ended 30 June 2012
| operating segments of Ansell Limited and subsidiaries for the year ended 30 June 2012 |
||
|---|---|---|
| Operating Revenue Operating Result 2012 US$m 2011 US$m 2012 US$m 2011 US$m |
||
| Business segments Industrial Medical Sexual Wellness Specialty Markets Total business segments Corporate costs Earnings before interest and tax (EBIT) Interest expense and other fnancing costs Interest revenue Proft before income tax Income tax Proft for the period Non-controllinginterests |
504.1 471.6 83.7 81.9 356.4 359.2 39.5 39.2 217.3 200.6 33.2 21.9 177.5 175.5 7.2 2.5 |
|
| 1,255.3 1,206.9 163.6 145.5 (10.4) (8.6) 153.2 136.9 (12.1) (12.3) 7.1 8.3 7.1 8.3 148.2 132.9 (12.1) (8.1) 136.1 124.8 (3.1) (3.1) |
||
| 148.2 132.9 (12.1) (8.1) |
||
| 136.1 124.8 (3.1) (3.1) |
||
| Total consolidated | 1,262.4 1,215.2 133.0 121.7 |
|
| Regional segments Asia Pacifc Europe, Middle East and Africa Latin America & Caribbean North America |
267.9 235.6 64.0 49.7 478.4 468.2 62.6 46.7 82.8 76.5 10.4 10.1 426.2 426.6 26.6 39.0 |
|
| Total regional segments | 1,255.3 1,206.9 163.6 145.5 |
| Assets Employed Liabilities 2012 US$m 2011 US$m 2012 US$m 2011 US$m |
|
|---|---|
| Business segments Industrial Medical Sexual Wellness Specialty Markets Total business segments Corporate assets/liabilities Cash |
336.7 331.0 101.2 102.5 285.4 279.1 81.8 84.2 200.8 226.2 33.7 39.9 123.7 81.3 23.0 21.0 |
| 946.6 917.6 239.7 247.6 157.0 121.7 390.6 327.3 250.3 258.8 - - |
|
| Total consolidated | 1,353.9 1,298.1 630.3 574.9 |
| Regional segments Asia Pacifc Europe, Middle East and Africa Latin America & Caribbean North America Goodwill and brand names |
243.3 241.3 95.4 93.4 143.7 159.2 52.8 65.5 33.2 32.3 5.6 6.0 192.7 173.5 85.9 82.7 333.7 311.3 - - |
| Total regional segments | 946.6 917.6 239.7 247.6 |
AnseLL ANNUAL REPORT 2012
118
dIReCtoRs’ deCLARAtIon
-
In the opinion of the Directors of Ansell Limited (‘the Company’):
-
(a) the financial statements and notes, set out on pages 70 to 118, and the Remuneration Report contained in the Directors’ Report, set out on pages 53 to 67, are in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the financial position of the Group as at 30 June 2012 and of its performance, for the year ended on that date; and
-
(ii) complying with Australian Accounting Standards, and the Corporations Regulations 2001;
-
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1; and
-
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2012.
Signed in accordance with a resolution of the Directors:
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P L Barnes M R Nicolin Chairman Director
Dated in Melbourne this 14th day of August 2012.
AnseLL ANNUAL REPORT 2012
119
IndePendent AUdIt RePoRt TO THE MEMBERS OF ANSELL LIMITED
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120
AnseLL ANNUAL REPORT 2012
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AnseLL ANNUAL REPORT 2012 121
sHAReHoLdeRs
Details of quoted shares held in Ansell Limited as at 31 July 2012
distribution of ordinary shareholders and shareholdings
| Number of | Number of | |||
|---|---|---|---|---|
| Size of Holding | Shareholders | % of Total | Shares | % of Total |
| 1 – 1,000 | 25,636* | 82.58 | 8,791,923 | 6.73 |
| 1,001 – 5,000 | 4,822 | 15.53 | 9,612,405 | 7.35 |
| 5,001 – 10,000 | 381 | 1.23 | 2,674,107 | 2.05 |
| 10,001 – 100,000 | 169 | 0.55 | 4,295,951 | 3.29 |
| 100,001 and over | 35 | 0.11 | 105,282,282 | 80.58 |
| Total | 31,043 | 100.00 | 130,656,668 | 100.00 |
- Including 596 shareholders holding a parcel of shares of less than $500 in value (38 shares), based on market price of $13.27 per unit.
Percentage of the total holdings of the 20 largest shareholders = 78.51 per cent.
In addition to the foregoing, there were 45 members of the Executive Share Plan, whose shares are paid to five cents each, holding 67,900 Plan shares.
Voting rights as governed by the Constitution of the Company provide that each ordinary shareholder present in person or by proxy at a meeting shall have:
(a) on a show of hands, one vote only; and
(b) on a poll, one vote for every fully paid ordinary share held.
twenty Largest shareholders
| twenty Largest shareholders | ||
|---|---|---|
| No. of Fully | % of Issued | |
| Registered Holder | Paid Shares | Capital |
| HSBC CustodyNominees(Australia)Limited | 42,025,927 | 32.16 |
| JP Morgan Nominees Australia Limited | 19,346,257 | 14.81 |
| National Nominees Limited | 14,137,131 | 10.82 |
| RBC Dexia Investor Services Australia Nominees PtyLimited | 8,049,675 | 6.16 |
| CiticorpNominees PtyLimited | 3,136,843 | 2.40 |
| CiticorpNominees PtyLimited | 2,284,561 | 1.75 |
| Cogent Nominees PtyLimited | 2,058,187 | 1.58 |
| Cogent Nominees PtyLimited | 1,221,343 | 0.93 |
| RBC Dexia Investor Services Australia Nominees PtyLimited | 1,190,573 | 0.91 |
| RBC Dexia Investor Services Australia Nominees PtyLimited | 1,150,605 | 0.88 |
| RBC Dexia Investor Services Australia Nominees PtyLimited | 1,116,726 | 0.85 |
| Australian Foundation Investment CompanyLimited | 1,108,500 | 0.85 |
| UBS Nominees PtyLtd | 1,061,471 | 0.81 |
| HSBC CustodyNominees(Australia)Limited | 908,117 | 0.70 |
| AMP Life Limited | 900,849 | 0.69 |
| JP Morgan Nominees Australia Limited | 792,739 | 0.61 |
| Argo Investments Limited | 665,685 | 0.51 |
| Mirrabooka Investments Limited | 570,000 | 0.44 |
| Bond Street Custodians Limited | 467,770 | 0.36 |
| Aventeos Investments Limited | 380,748 | 0.29 |
| Top20 holders of issued capital classes | 102,573,707 | 78.51 |
| Total remainingholder balance | 28,082,961 | 21.49 |
Register of substantial shareholders
The names of substantial shareholders in the Company and the number of fully paid ordinary shares in which each has an interest, as disclosed in substantial shareholder notices to the Company on the respective dates shown, are as follows:
| 9 March 2011 | M & G Investment Funds | 23,973,737 | 18.01% |
|---|---|---|---|
| 20 July2012 | Perpetual Limited | 14,636,728 | 11.20% |
AnseLL ANNUAL REPORT 2012
122
sHAReHoLdeR InfoRMAtIon
Annual Report
Ansell’s Annual Report 2012 provides shareholders with a summary of the Group’s operations and contains the full financial statements for the 2012 financial year. The Annual Report 2012 provides a summary of the Group’s financial performance, financial position, and financing and investing activities.
Ansell Limited has opted to deliver its Annual Reports by making them available on our company website www.ansell.com
Shareholders are entitled to receive a printed copy of the Annual Report, but the Company will only send a printed copy to shareholders who elect to receive one.
Shareholders can also access other information pertaining to the Company and its activities from its website at www.ansell.com
Change of Address
Shareholders should notify the Company in writing immediately there is a change to their registered address. For added protection, shareholders should quote their Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
dividend
A final dividend of 20.5 cents per share will be a paid on 21 September 2012 to shareholders registered on 31 August 2012. The dividend will be unfranked.
Australian shareholders may elect to have cash dividends paid directly into any bank, building society or credit union account in Australia. Shareholders with registered addresses in New Zealand, the UK or the US who receive cash dividends may elect to be paid by cheque in their respective currencies. Shareholders with a registered address in Canada can receive their dividends in US dollars.
Company directory
The Annual Report and the Company’s internet site are the main sources of information for investors. Shareholders who wish to contact the Company on any matter relating to its activities are invited to contact the most convenient office listed below, or contact the Company via its website at www.ansell.com
Investor Relations Contact:
Australia
Mr David Graham Ansell Limited Level 3, 678 Victoria Street Richmond VIC 3121 Telephone: (+613) 9270 7270 Facsimile: (+613) 9270 7300 Email: [email protected]
United states
Mr Rustom Jilla Ansell Limited 111 Wood Avenue South Iselin NJ 08830 Telephone: (+1732) 345 5359 Facsimile: (+1732) 219 5114 Email: [email protected]
enquiries
Shareholders requiring information about their shareholdings should contact the Company’s registry at:
Computershare Investor services Pty Ltd
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
or
GPO Box 2975 Melbourne VIC 3001 Australia Telephone: (+613) 9415 4000 Facsimile: (+613) 9473 2500 Shareholder Enquiries: 1300 850 505 (Australian residents only) Email: [email protected]
Or visit Computershare’s Investor Centre on-line at www.investorcentre.com where shareholder information can be accessed. You will need to have your SRN or HIN along with your postcode.
Listings
Ansell Limited shares (Ticker Symbol ANN) are listed on the Australian Securities Exchange.
financial Calendar – 2013
13 february 2013
Announcement of result for half-year ending 31 December 2012.
19 August 2013
Announcement of result for year ending 30 June 2013.
17 october 2013
Annual General Meeting.
Refer to Ansell’s website for Shareholder Calendar dates.
AnseLL ANNUAL REPORT 2012
123
AnseLL offICes
Registered office
Ansell Limited
ABN 89 004 085 330 Level 3, 678 Victoria Street Richmond VIC 3121 Australia Telephone: (+61 3) 9270 7270 Facsimile: (+61 3) 9270 7300 Email: [email protected]
Corporate Headquarters
Ansell Healthcare
111 Wood Avenue South Iselin NJ 08830 USA Telephone: (+1 732) 345 5400 Facsimile: (+1 732) 219 5114
Global Business Units
Industrial
Ansell Healthcare Riverside Business Park Boulevard International 55 B-1070 Brussels Belgium Telephone: (+32 2) 528 7400 Facsimile: (+32 2) 528 7401
specialty Markets
Ansell Healthcare 111 Wood Avenue South Iselin NJ 08830 USA Telephone: (+1 732) 345 5400 Facsimile: (+1 732) 219 5114
Medical
Ansell Healthcare 111 Wood Avenue South Iselin NJ 08830 USA Telephone: (+1 732) 345 5400 Facsimile: (+1 732 ) 219 5114
sexual Wellness
Ansell Healthcare Level 3, 678 Victoria Street Richmond VIC 3121 Australia Telephone: (+61 3) 9270 7270 Facsimile: (+61 3) 9270 7330
Regional offices
Americas Region
Ansell Healthcare 111 Wood Avenue South Iselin NJ 08830 USA Telephone: (+1 732) 345 5400 Facsimile: (+1 732 ) 219 5114
Asia Pacific Region
Ansell (Hong Kong) Limited 2610B-12A, 26/F, Exchange Tower 33 Wang Chiu Road Kowloon Bay Hong Kong Telephone: (+85 2) 2185 0600 Facsimile: (+85 2) 2956 2155
europe, Middle east and Africa
(eMeA) Region
Ansell Healthcare Riverside Business Park Boulevard International 55 B-1070 Brussels Belgium Telephone: (+32 2) 528 7400 Facsimile: (+32 2) 528 7401
Principal offices
Brazil – sao Paulo
Fabrica de Artefatos de Blowtex Ltda. Rua Dr Jesuino Maciel 125 – Champo Belo Sao Paulo – 04615-000 Brazil Telephone: (+55 11) 5536 4669 Facsimile: (+55 11) 5093 7470
Brazil – sao Paolo
Ansell Brazil Ltda. Edifício Eiffel Rua das Figueiras, 474 Santo André Sao Paolo 09080-300 Brazil Telephone: (+55 11) 3356 3100
Mexico – querétaro
Ansell Mexico Sierra de Zimapán No.4 Int.70 Edificio Fontana Col. Villas del Sol CP. 76047 Santiago de Querétaro, Querétaro México Telephone: (+52) 442 248 1544 Facsimile: (+52) 442 213 0049
Canada – Cowansville
Ansell Canada Inc. 105 Lauder Street Cowansville Quebec J2K 2K8 Canada Telephone: (+1 450) 266 1850 Facsimile: (+1 450) 266 6150
China – shanghai
Ansell (Shanghai) Commercial & Trading Co. Ltd. Room# 903–905, No. 1600, Zhongshan West Road Shanghai 200235 China Telephone: (+86 21) 5103 6377 Facsimile: (+86 21) 5407 1107
China – Wuhan
Wuhan Jissbon Sanitary Products Co. Ltd. 16th Floor, West Block East Lake Hi-Tech Development Zone No. 546 Luoyu Road Wuhan, Hubei Province 430074 China Telephone: (+86 27) 8759 7916 Facsimile: (+ 86 27) 8759 6260
france – Cergy
Ansell S.A. 2 Boulevard de Moulin à Vent BP 78395 Cergy 95805 France Telephone: (+33 1) 3424 52 52 Facsimile: (+33 1) 3073 93 46
Japan – tokyo
Ansell Healthcare Japan Co. Ltd. Ochanomizu Wing building, 2nd Floor, 15-13 Hongo 2-chome Bunkyo-ku, Tokyo Japan Telephone: (+81 3) 5805 3741 Facsimile: (+81 3) 5800 6171
Malaysia – shah Alam
Ansell Shah Alam Sdn Bhd Lot 16 Persiaran Perusahaan, Section 23 Selangor Darul Ehsan Shah Alam 4000 Malaysia Telephone: (+60 3) 5541 9797 Facsimile: (+60 3) 5541 7955
AnseLL ANNUAL REPORT 2012
124
Russia – Moscow
Ansell Russia World Trade Centre Krasnopresnenskaya Emb. 12 Entrance 3 Office 1304-A Moscow 123610 Russia Telephone: (+74 9) 5528 1316
sweden – trelleborg
Ansell Protective Solutions AB Johan Kocksgatan 10 SE-231 81 Trelleborg Sweden Telephone: (+46) 0 410 51000 Facsimile: (+46) 0 410 51840
Poland – Krakow
Unimil Sp. z.o.o. Ansell Kamienskiego 47 30 -644 Krakow Poland Telephone: (+48) 1242 41600 Facsimile: (+48) 1242 14930
United Arab emirates (UAe) – dubai
Ansell Healthcare Middle East Reef Tower, Level 30-09 Jumeirah Lake Towers PO Box 115738 Dubai Telephone: (+971) 04 448 7111 Facsimile: (+971) 04 448 7108
UsA – Chatsworth
Ansell SANDEL Medical Solutions LLC 19736 Dearborn Street Chatsworth, CA 91311 Telephone: (+1 818) 534 2500 Facsimile: (+1 818) 534 2510
AnseLL ANNUAL REPORT 2012
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