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ANSELL LIMITED — Earnings Release 2015
Aug 9, 2015
64385_rns_2015-08-09_fc1d8f8c-64c5-4f43-ba8e-f6b342c1b7be.pdf
Earnings Release
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Ansell Limited and Subsidiaries Appendix 4E Preliminary Final Report for the year ended 30 June 2015
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Appendix 4E
Preliminary Final Report For the year ended 30 June 2015
Ansell Limited and Subsidiaries
ACN 004 085 330
Appendix 4E - Page 1
Ansell Limited and Subsidiaries Appendix 4E Preliminary Final Report for the year ended 30 June 2015
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Appendix 4E
Preliminary Final Report
For the year ended 30 June 2015 Ansell Limited and Subsidiaries
ACN 004 085 330
Results for Announcement to the Market
| Results for Announcement to the Market | ||||
|---|---|---|---|---|
| % | $m | |||
| Revenue from ordinaryactivities | up/(down) | 3.5% | to | 1,645.1 |
| Operating profit after tax attributable to members | up/(down) | 348.6% | to | 187.5 |
| Net profit for the period attributable to members | up/(down) | 348.6% | to | 187.5 |
| Dividends (distributions) | Amount per share | Franked amount | per | |
| share | ||||
| Dividend | 23.0 ¢ | Nil | ||
| Record date for determining entitlements to the dividend | 17 August 2015 | |||
| Dividend Reinvestment Plan election cut off date | 18 August 2015 | |||
| Dividend payment date | 10 September 2015 | |||
| Net Tangible Asset backing |
| Net Tangible Asset backing | ||
|---|---|---|
| 2015 | 2014 | |
| $m | $m | |
| Shareholders' Equity attributable to Ansell Limited shareholders | 1,151.8 | 1,125.0 |
| Less Intangible Assets | 1,116.0 | 1,067.7 |
| Net Tangible Assets | 35.8 | 57.3 |
| No. Shares | No. Shares | |
| Total fully paid ordinary shares on issue (millions) | 153.2 | 152.9 |
| Net tangible asset backing per ordinary share | $0.23 | $0.37 |
� Refer to the accompanying Operating and Financial Review and ASX Announcement for commentary on the figures reported above.
Appendix 4E - Page 2
Ansell Limited and Subsidiaries Appendix 4E Preliminary Final Report for the year ended 30 June 2015
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Compliance statement
-
1 This report has been prepared in accordance with AASB Standards, other AASB authoritative pronouncements and Urgent Issues Group Consensus Views or other standards acceptable to ASX.
-
2 This report, and the accounts upon which the report is based, use the same accounting policies.
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3 This report does give a true and fair view of the matters disclosed.
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4 This report is based on accounts which have been audited.
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5 The entity has a formally constituted audit committee.
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Signed: .................................................................................. Date 10 August, 2015. Company Secretary
Name: A I Grant
Appendix 4E - Page 3
REPORT OF THE DIRECTORS
This Report by the Directors of Ansell Limited (‘the Company’) is made for the year ended 30 June 2015. The information set out below is to be read in conjunction with the:
-
Remuneration Report appearing on pages 18 to 49
-
Notes 20 and 21 to the financial statements, accompanying this Report.
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:
-
Glenn L L Barnes (Chairman)
-
Magnus R Nicolin (Managing Director and Chief Executive Officer)
-
Ronald J S Bell
-
John A Bevan
-
L Dale Crandall
-
W Peter Day
-
Annie H Lo
-
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 5 and 6.
Details of meetings of the company’s Directors (including meetings of Committees of Directors) and each Director’s attendance are also set out on page 2 .
The Company Secretary is Alistair Grant, BA/LLB, LL. M., who was appointed to that position in October 2013. Mr. Grant joined the Company in 2009, and has a legal background. He has held senior positions in the Corporate Head Office, including the position of Asia Pacific Regional Legal Counsel.
PRINCIPAL ACTIVITIES
The activities of the Ansell group (‘the Group’) principally involve the development, manufacturing and sourcing, distribution and sale of gloves and protective personal equipment in the industrial and medical gloves market, as well as the sexual wellness category worldwide. Ansell operates in four main business segments: Medical, Industrial, Single Use and Sexual Wellness.
OPERATING AND FINANCIAL REVIEW
The Operating and Financial Review for the Group for the financial year is set out on pages 7 to 17, and forms part of this Report.
STATE OF AFFAIRS
During the year the Group continued to progress the seven strategies that have been identified to accelerate growth and create increased shareholder value. The Operating and Financial Review provides additional information on the Group’s seven growth strategies. Other than set out in the Operating and Financial Review no significant changes occurred in the state of affairs of the Group during the financial year.
LIKELY DEVELOPMENTS
Likely developments in the operations of the Group are referred to on page 17 of this report. In the opinion of the Directors, the disclosure of any further information about likely developments in the operations of the Group has not been included in the report because disclosure of this information would likely result in unreasonable prejudice to the Group.
SIGNIFICANT EVENTS SINCE BALANCE DATE
The Directors are not aware of any significant matters or circumstances that have arisen since the end of the financial year that has affected or may affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years.
1
DIVIDENDS AND SHARE ISSUE
The final dividend of US 22 cents per share (unfranked) in respect of the year ended 30 June 2014 was paid to shareholders on 24 September 2014. An interim cash dividend of US 20 cents per share (unfranked) in respect of the half-year ended 31 December 2014 was paid to shareholders on 21 March 2015. A final dividend of US 23 cents per share (unfranked) in respect of the year ended 30 June 2015 is payable on 10 September 2015 to shareholders registered on 17 August 2015. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2015 and will be recognised in subsequent financial reports.
On 19 June 2015, the Company issued 14,917 shares to Mr. Salmon, CFO of Ansell Limited, due to a vesting under the Special Incentive Plan. On 24 October 2014 the Company issued 27,350 shares; on 10 October 2014 the Company issued 6,368 shares; and on 12 September 2014, the Company converted 5,000 shares, each such issue being in respect of the conversion of the Executive Option Plan. On 20 October 2014, the Company issued 1,000 shares; and on 31 July 2014, the Company issued 3,000 shares, each such issue being in respect of the conversion of partly-paid shares to fully-paid shares under the Executive Share Plan. On 24 September 2014, the Company issued 133,952 shares under its Dividend Reinvestment Plan. On 15 September 2014, the Company issued 25,373 shares to Mr. Nicolin, CEO of Ansell Limited, due to a vesting under the Special Incentive Plan.
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 13 to the financial statements, which accompany 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 (Cth), were:
| G L L Barnes | 41,740(1) |
|---|---|
| R J S Bell | 10,837 |
| J A Bevan | 11,428(1) |
| L D Crandall | 18,701 |
| W P Day | 17,511(1) |
| A H Lo | 2,812 |
| M T Peterson | 15,186 |
| M R Nicolin | 65,665(1) |
- Beneficially held in own name or in the name of a trust, nominee company or private company.
DIRECTORS’ MEETINGS
The following table sets out the number of Directors’ meetings (including meetings of Board and Committees) held during the financial year and the number of meetings attended by each Director.
| Board1 Held Attended |
Audit and Compliance Committee Held Attended |
Risk Committee Held Attended |
Nomination, Remuneration and Evaluation Committee2 Human Resources Committee2 Governance Committee2 |
|
|---|---|---|---|---|
| Held Attended Held Attended Held Attended |
||||
| G L L Barnes | 6 6 |
4 4 1 1 1 1 |
||
| R J S Bell | 6 6 |
4 4 1 1 1 1 |
||
| J A Bevan | 6 6 |
4 4 1 1 1 1 |
||
| L D Crandall | 6 6 |
4 4 |
4 4 |
4 4 |
| W P Day | 6 6 |
4 4 |
4 4 |
|
| A H Lo | 6 6 |
4 4 |
4 4 |
|
| M T Peterson | 6 6 |
4 4 |
4 4 |
|
| M R Nicolin | 6 6 |
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.
2
-
A meeting of a special Board Committee comprising G L L Barnes and M R Nicolin was convened on 18 August 2014 in relation to the review and lodgement of the 2014 Financial Report and the 2014 Full Year Results Announcement. A meeting of a special Board Committee comprising G L L Barnes and M R Nicolin was convened on 9 February 2015 in relation to the review and lodgement of the Half-Year Results announcement, Reports and financial statements for the six months ended 31 December 2014. Both special Board Committees are excluded from the number of meetings noted above. Audit and Compliance Committee meetings were generally attended by all other Directors.
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By Circular Resolution of the Board dated 20 May 2015, the Nomination, Remuneration and Evaluation Committee was split into two new Committees, namely, the Human Resources Committee and the Governance Committee.
CORPORATE GOVERNANCE
The Board of Ansell Limited believes that a strong corporate governance framework helps to under pin a strong company. Ansell’s corporate governance policies and practices are set out in the Corporate Governance Statement. The Corporate Governance Statement can be found in the 2014 Annual Report and a new Corporate Governance Statement, which sets out the extent to which Ansell’s policies and practices comply with the requirements of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations for FY15, will be found at www.ansell.com when the 2015 Annual Report is published.
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, the entities in the Group 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.
INDEMNITY
Upon their appointment to the Board, each Director enters into a Deed of Access, Indemnity and Insurance with the Group. 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.
No Director or officer of the Group has received the benefit of an indemnity from the Group during or since the end of the year.
Rule 61 of the Group’s Constitution also provides an indemnity in favour of officers (including the Directors and Company Secretary) of the Group 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 Group 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 Auditors Independence Declaration under Section 307C of the Corporations Act 2001 (Cth) as follows:
3
ABCD
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001
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 2015 there have been:
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(i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
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(ii) no contraventions of any applicable code of professional conduct in relation to the audit.
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KPMG
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Gordon Sangster Partner
Melbourne
10 August 2015
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
Liability limited by a scheme approved under Professional Standards Legislation.
NON-AUDIT SERVICES
During the year, the Group’s auditor, KPMG, was paid the following amounts in relation to non-audit services provided by KPMG:
Taxation and Other Services $3,052 Other Assurance and Advisory Services $228,320
The Directors are satisfied that the provision of such non-audit services is compatible with the general standards of independence for auditors imposed by, and do not compromise the auditor independence requirements of, the Corporations Act 2001 in view of both the amount and the nature of the services provided and that all non-audit services were subject to the corporate governance procedures adopted by the Group and have been reviewed by the Audit and Compliance Committee to ensure they do not impact the integrity and objectivity of the Auditor.
ROUNDING
The Group is a company of the kind referred to in Australian Securities and Investments Commission Class Order 98/100, dated 10 July 1988 and, in accordance with that Class Order, unless otherwise shown, amounts in this Report and the accompanying financial statements 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 made pursuant to section 298(2) of the Corporations Act 2001 (Cth) and is signed for and on behalf of the Directors.
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G L L Barnes Director
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M R Nicolin Director
Dated in Melbourne this 10[th] day of August 2015.
4
DIRECTORS
GLENN L L BARNES, B Ag Sc (Melb), CPM, FAMI, FAIM, FAICD, SF Fin, FRSA,
Appointed Non-executive Director in September 2005 and Chairman in October 2012. Member of the Human Resources Committee and Chairman of the Governance 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-forprofit 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 United Kingdom, United States of America, Republic of Ireland, Japan and China.
The Board considers Glenn Barnes to be an independent Director.
RONALD J S BELL, BA (Strathclyde)
Appointed Non-executive Director in August 2005. Chairman of the Human Resources Committee and member of the Governance Committee.
Current Directorships: 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.
JOHN BEVAN, BCom
Appointed Non-executive Director in August 2012. Member of the Human Resources Committee and the Governance Committee.
Current Directorships: Non-executive Director of BlueScope Steel Limited.
Mr Bevan was formerly 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 United Kingdom.
The Board considers John Bevan to be an independent Director.
L DALE CRANDALL, CPA, MBA (UC Berkeley)
Appointed Non-executive Director in November 2002. Member of the Audit & Compliance Committee and the Risk Committee. Special Advisor for Mergers & Acquisitions.
Current Directorships: Director of Bridgepoint Education Inc., and Endurance International Group, Inc.
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 and lead trustee of The Dodge and Cox Mutual Funds.
The Board considers Dale Crandall to be an independent Director.
W. PETER DAY, LLB, MBA (Monash), FCPA, FCA, GAICD.
Appointed Non-executive Director in August 2007. Chairman of the Audit & Compliance Committee and member of the Risk Committee.
Current Directorships: Director of SAI Global Limited, Alumina Limited and Boart Longyear.
Mr Day was formerly a Chairman and Director of Orbital Corporation, Chairman of Centro Retail Trust and a Director of Federation Centres. He was Chief Financial Officer of Amcor Limited for seven years, and Chief Financial Officer and Executive Director of Bonlac Foods Limited. He also has held senior office and executive positions in the Australian Securities Commission (Deputy Chair), Rio Tinto, CRA and Comalco. He is also involved in disability services and education initiatives. He has a background in finance and general management across diverse and international industries.
The Board considers Peter Day to be an independent Director.
ANNIE H LO, BSc (Bus Adm), MBA (Eastern Michigan)
Appointed Non-executive Director on 1 January 2013. Member of the Audit & Compliance Committee and Risk Committee.
Mrs Lo was formerly the Chief Financial Officer of Johnson & Johnson’s Worldwide Consumer and Personal Care Group. She retired from this role in late 2011, having spent over 20 years in executive roles with Johnson & Johnson.
Mrs Lo has significant experience in directing business expansion across the Asia Pacific region and globally as well as in managing healthcare business challenges and regulatory processes
The Board considers Annie Lo to be an independent Director.
5
MARISSA T PETERSON, BSc (MECH), MBA (Harvard), Hon Doctorate (MGMT)
Appointed Non-executive Director on 22 August 2006. Member of the Audit & Compliance Committee and Chair of the Risk Committee.
Current Directorships: Chair of Oclaro Inc. and Director of Humana Inc.
Mrs. Peterson currently runs Mission Peak Executive Consulting, an executive coaching and consulting firm specializing in helping develop, grow and scale leaders in the high-technology space. Mrs. Peterson retired from full time executive roles in 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, information technologies, customer advocacy and leadership development.
The Board considers Marissa Peterson to be an independent Director.
MAGNUS R NICOLIN, BA, MBA (Wharton)
Managing Director and Chief Executive Officer since March 2010.
Prior to joining Ansell, Mr Nicolin, a Swedish citizen spent 3 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.
6
Operating and Financial Review For Year Ending 30 June 2015
Strategy and Focus
Ansell’s strategic focus is intended to drive organic growth, profitability, cashflow and enable value creation through effective deployment of capital. The components of that strategy are summarised in the table below.
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ORGANIC GROWTH PROFITABILITY & CASHFLOW CAPITAL DEPLOYMENT
Innovate & grow new Leverage core processes High return capex enabling
product sales for improved growth and productivity
customerservice
Grow share in emerging
markets In-sourcing key materials Strategic, disciplined M&A
and technology
Build strong global
brands Lean Manufacturing Consistent dividend growth
Develop stronger Rationalising Brands,
channel partnerships SKUs, Legal entities, Sites
in in focus verticals
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7
Operating and Financial Review For Year Ending 30 June 2015
Progress on the organic growth strategic focus areas are summarised below.
| INNOVATION AND NEW PRODUCT SALES (“NPS”) |
EMERGING MARKETS (24% Total Sales) |
GLOBAL BRANDS | VERTICAL DEVELOPMENT |
|---|---|---|---|
| • 3 new R&D centres over the past 2 years. • Material sciences advances (Intercept & Sensoprene). • Products 2-3 years post launch now achieving strong development • Outstanding FY15 Single Use & Industrial NPS growth (�32%) • Medical NPS driven by Gammex®synthetic new products (�20%) • Expanding SKYN® range, revitalized latex condom brands and lubricant launches contributing to�15% new product sales in SW |
• Emerging Markets grew 2.4% in a volatile environment • Up 12.4% after excluding Russia/Brazil |
• Leading brands in each segment • HyFlex®is the world’s most recognised glove brand • Solid organic growth across Growth brands: – Industrial up 7% across HyFlex®, Alphatec®, SolVex®, ActivArmr®, EDGE® – Medical up 5% (9% ex- Rus/Br) across Gammex®, Encore®, Medi-Grip®, Sandel® – Single Use up 5% across Microflex®, TouchNTuff® – Sexual Wellness up 13% across SKYN®, Jissbon®, Kamasutra®, Blowtex® |
• Vertical development focus showing solid F15 results • Chemical�32%, • Machinery & Equip�26% • Life Science�7% • Auto-Aftermarket�8% • Healthcare Safety Solutions�16% • Body Protection products surpassed$100m • Further sales force re- alignment to improve channel partnership & vertical development |
Capital Deployment
| CapEx | M&A |
| $84.3m up $31m from prior year Increased spend primarily on productivity investments with strong returns Significant automation & energy efficiency gains achieved |
10 acquisitions in 4 years, of which 7 performing |
| ahead of expectation | |
| 2 acquisitions completed in F’15: | |
| Microgard($96m) & Hands International ($20.2m) | |
8
Operating and Financial Review For Year Ending 30 June 2015
Material Business Risks
The Ansell Ltd Board has an established Risk Committee that works with management to implement and maintain controls to safeguard the Company’s interests and the integrity of its reporting. The risk management processes are summarised in the corporate governance statement of The Annual Report.
Ansell’s risk management framework provides for the production of a group risk matrix, which sets out Ansell’s top risks and the steps taken to mitigate those risks. These risks are rated on the basis of their potential impact on the Group as a whole after taking into account current mitigating actions. Listed below are some of the top risks faced by the Group, however Investors should be aware that there are other risks not listed below associated with an investment in Ansell.
| Risk | Nature of Risk | Action/Plans to Mitigate |
|---|---|---|
| Emerging Market Instability |
The Group is continuing to expand its presence in emerging markets. Instability in those markets is possible and could arise from geopolitical, regulatory or other factors beyond the Group’s control. |
Continuous monitoring of Groups’ overall exposure to Emerging Markets and to market conditions in those markets. |
| Acquisitions | It is possible that the Group’s acquisitions could underperform against their initial business case following their integration into the Group. |
Business cases specifically consider anticipated risks to returns on an acquisition and available mitigating actions. The Group also places a high priority on the quality of integration planningand execution. |
| Foreign Exchange Risk | With only around 50% of the Group’s revenues and costs denominated in our US$ reporting currency, changes in FX rates can have a significant impact on US$earnings. |
The Group’s foreign exchange risks and strategies are detailed in Note 15 to the Financial Statements. |
| Major incident at a Significant Manufacturing site or Warehouse |
The Group has a diverse and expansive manufacturing and warehousing footprint. However financial losses stemming from a natural disaster, civil or labour unrest, terror incident, major fire or other incident are possible. |
The Group monitors its overall exposure to any one site or supplier and has ongoing plans in place to diversify and reduce this risk |
| Systems and Technology |
Ansell relies on the continuing operation of its Information technology platforms. Interruption, compromise or failure of these platforms could affect Ansell’s ability to service its customers effectively. |
The Group has completed a first wave of improvements in North America and EMEA Industrial onto modern ERP systems, which is anticipated to provide enhanced functionality including improved business interruption capabilities. The Group will continue to deploy IT resources to standardise its information systems globally. |
| Loss of Key Supplier | Ansell transacts with a diverse range of suppliers for its raw materials and finished goods purchases. |
The Group seeks to adopt a dual sourcing strategy wherever possible and has a target of 80% of its total spend to be procured under a dual sourcing plan. |
9
Operating and Financial Review For Year Ending 30 June 2015
Financial Overview[1]
Sales
The 2015 financial year saw Ansell continue to record solid growth with sales up by 3.5% to $1.645 billion (up 9.3% in constant currency[2] terms). Our core growth brands such as Hyflex and Gammex were up 6% and 7% respectively whilst SKYN grew 16%. A significant driver of the year on year growth was the full year impact of the BarrierSafe Solutions International (“BSSI”) acquisition that was concluded half way through the previous year. These growth drivers were partly offset by divesting the Household Gloves businesses and rationalising certain non-core products relating to recent acquisitions such as Comasec. Unfavourable currency movements against the Group’s US$ reporting currency resulted in a contraction of reported sales, with the Euro having the most significant effect. Sales were also negatively affected by economic conditions in EMEA, a North American market that slowed significantly in the second half and significant declines in demand in some emerging markets such as Russia and Brazil. These are summarised in the waterfall bridge chart below.
Sales Bridge Chart[3] and Economic Growth Charts below
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1,590.2 156.5 1,634.5 60.3 1,645.1
1,504.5 26.5 25.4 24.3
85.7
F'14 FX F'14 CC Acq'd Exited/ F'14 Growth Russia All F'15
Divested Pro-forma Brands… & Brazil Other
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1 Unless otherwise stated, the commentary relates to the profitability of the group before the impact of restructuring items, which are separately reviewed below.
2 Constant Currency accounting is supplemental information provided by management using its best estimate of current year financial performance compared to a restated last year consolidated at the foreign currency exchange rates applicable to the current year. As such, it is unaudited non-IFRS financial information, and uses only a convenience translation. Management believe this provides a greater insight into the financial performance of the business by the removal of year on year FX translation volatility.
3 As per 2 above, the sales bridge are management estimates based upon unaudited non-IFRS financial information.
10
Operating and Financial Review For Year Ending 30 June 2015
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US Quarterly Growth [1] Eurozone Quarterly Growth [2] GDP Growth Rate, Quarterly [2 ]
4.6% 5.0%
Brazil Russia
2.2% 2.3%
1.4%
0.6% 0.1% [0.2%] [0.4%] [0.4%] [0.3%] 0.3% 0.3%
-0.6% -0.6%
-1.4% -1.3%
2Q14 3Q14 4Q14 1Q15 2Q15 2Q14 3Q14 4Q14 1Q15 2Q15E 2Q14 3Q14 4Q14 1Q15 2Q15E
• Manufacturing sector • QE policy likely to improve • Massive impacts from sanctions,
weakness driven by strong business and consumer oil prices and currency
dollar and Oil & Gas confidence and export depreciation on the economy and
impacts plus poor weather sectors market demand
and port slowdown
• Recent quarters showing • Economy in Brazil appears to be
• Stabilization of O&G and improving GDP, though stabilizing but remains difficult
overall improvement small and still fragile
expected
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Notes: 1. Source Economist: Percent change from preceding quarter, seasonally adjusted annual rate.
- Source Trading Economics; Percent change from preceding quarter (not annualised)
GPADE
Gross profit after distribution expenses (“GPADE”) to Sales improved by 100 bps to 38.3% compared to last year’s 37.3%. The improvement reflects the Group’s ongoing focus on manufacturing process efficiencies, favourable raw material pricing and the exiting from lower margin products.
SG&A
Selling, General and Administration (SG&A) costs fell $3.4m to $384m[4] . Whilst FX translation contributed, SG&A fell as a percentage of revenue to 23% (24% F’14). Costs were generally well controlled and benefits from prior year restructuring were realised.
Net Financing costs
Net financing costs increased to $21.5 million ($18.2 million in F’14) due mainly to the full year impact of BSSI acquisition funding.
Taxation Expense
Income tax increased to $34.7m due to higher profitability ($20.9m in F’14). Deferred Tax Asset (“DTA”) recognition and Non-Operating Tax Items (“NOTI”) reduced tax expense by $3.5m ($7.1m F’14).
4 SG&A costs excludes Restructuring and Asset Impairments as do the comparison to last year.
11
Operating and Financial Review For Year Ending 30 June 2015
The effective tax rate, excluding DTA, NOTI and Restructuring impacts, was 18.9% (F’14: 19.1%). The increase was attributable to increased earnings in the higher tax regions such as North America.
Profit after Tax and Earnings per share (“EPS”)
Profit after Tax of $187.5m (F’14 $41.8m) improved by 20% against F’14 underlying.
F’15 EPS of 122.5 cents (F’14 29.3 cents) was up 11% against F’14 underlying of 110 cents.
Foreign Exchange
The Group manages its foreign exchange exposures in accordance with its hedging program, which is explained in Note 15 to the Financial Statements. Significant FX gains of $19.6m were recorded as the group settled FX hedge contracts during the year as a result of the strengthening US$.
Dividends
The total dividend declared for FY 15 was US43 cents per share and is up 10% on the previous year (39 cents).
– Significant Profit & Loss items Restructuring costs and Asset Sales
During the year, a profit of $17.8m was recorded on the sale of a property in Shah Alam, Malaysia. Offsetting this gain are further restructuring charges of $17.4m. These initiatives represent a continuation of the company’s productivity strategy and are expected to realize efficiency gains through the following activities:
-
Operational efficiency measures including a review of the unprofitable retail business in France
-
Back office productivity measures
-
Sales force optimisation
-
Site rationalisation
Commentary on Working Capital, Cashflow Management and Financing
Net Cash Provided by Operating Activities (“Operating Cashflow”)
Operating Cashflow fell by $21.4m to $199.5m, primarily due to higher than anticipated inventory levels at June 2015. This was largely a result of the second half slowdown in sales as discussed above. In response to the lower sales, the group reduced its purchases which resulted in lower trade creditors in the last quarter, thereby further increasing the level of working capital carried by the group at year end.
Net Cash Used in Investing Activities (“Investing Cashflow”)
The Group continued to invest in capital equipment and IT investments with expenditure increasing to $84.3m ($53m F’14). The acquisitions of the Microgard and Hands International businesses were completed for consideration of $107.2m, well below the prior year that included the acquisition of BSSI. Proceeds from sale of the Shah Alam property ($22m) and the Lakeland non-current investment ($11.6m) were realised during the year. The Shah Alam sale yielded a profit on sale of $17.8m, whilst no profit was recorded on the Lakeland divestment.
Cashflows related to Financing Activities (“Financing Cashflow”)
During the prior year, the Group entered into a 5 year $500m US Syndicated bank facility, a $200m US Private Placement facility and raised equity of $359.3m, which assisted in the financing of our acquisitions
12
Operating and Financial Review For Year Ending 30 June 2015
and maintaining our Investment grade balance sheet rating. As a result, minimal additional borrowings were undertaken during the year.
Financing
The Groups Interest Bearing Liabilities (“IBL”) are detailed in Note 10 to the Financial Statements along with the covenant compliance confirmation. This confirms that the Group was in compliance with its covenants and that nearly all of the $741.1m of IBL’s are non-current.
The group holds significant Cash on hand, Cash at Bank and Short Term Deposits of $278.4m in addition to the undrawn facilities summarised in Note 10.
Financial Performance by Global Business Unit (“GBU”)
| Sales $m Sales year over year % movement EBIT Margin5 Global market position vs competitor Top Brand Sales |
INDUSTRIAL | SINGLE USE | MEDICAL | SEXUAL WELLNESS |
|---|---|---|---|---|
| 669 | 312 | 447 | 217 | |
| (6.7)% | 29.6% | 6.5% | 2.0% | |
| 13.9% | 19.1% | 15.8% | 12.0% | |
| #1 in hand protection 2X no.2 player |
#1 in differentiated verticals 3X no.2 player |
#1 in surgical 1.1 X no. 2 player |
#2 in branded condoms |
|
| HyFlex®>$200m +6% |
Microflex®>$170M +4% |
Gammex®>$125m + 7% |
SKYN® +16% |
5 EBIT Margin refers to Earnings Before Interest and Tax as a percentage to Sales Revenue above and excludes Restructuring and Asset Impairments per Note 2 – Notes to the Financial Statements.
13
Operating and Financial Review For Year Ending 30 June 2015
| Why Ansell is winning Description of Activities |
INDUSTRIAL | SINGLE USE | MEDICAL | SEXUAL WELLNESS |
|---|---|---|---|---|
| High performance Uniquely comfortable Broadest range User productivity Leveraging Guardian Global coverage |
Efficient supply chain Product performance Products tailored to end user needs Strong in niche markets |
Clinically relevant technologies Comfort & protection Broadest synthetic surgical range Global coverage |
1stto market with superior PI platform Emerging market coverage |
|
| Manufactures and markets high- performance, multi- use protection solutions specific for hand, foot, and body protection, for a wide-range of Industrial applications. Sectors include: Automotive, Chemical, Metal Fabrication, Machinery & Equipment, Food, Services and Agriculture, Construction, Mining, Do-it-Yourself, Janitorial/Sanitation, Military, First Responders, and Household Goods. |
Ansell’s Single Use Global Business Unit manufactures and markets Single Use hand protection solutions for applications in a similarly wide-range of industries, with a particular focus on Life Sciences and Automotive Aftermarket. |
Ansell’s Medical Global Business Unit offers a unique combination of perioperative safety products to protect patients and healthcare professionals alike. The GBU provides a global and comprehensive portfolio of surgical and examination gloves made to the highest quality standards. The healthcare safety device range enhance ergonomics and safety in the workplace and help improve protection of patients. |
Ansell’s Sexual Wellness Global Business Unit manufactures and markets 18 global, regional, and local brands of condoms and personal products. The division also takes part in the social health market, supplying major government and social organizations. |
14
Operating and Financial Review For Year Ending 30 June 2015
Disclaimer
The following commentary on year over year performance, is based on unaudited non-IFRS, constant currency financial information, which has been normalised for acquisitions, discontinued businesses and divestitures unless otherwise stated.
Industrial GBU
Industrial sales were down 1%. Demand in the North American business weakened in the second half whilst the Russian and Brazil economic environments were challenging. The divestment of our Household Glove business during the prior year saw revenues decline by approximately $12m. Growth in our core brands was up 8% year on year excluding Russia and Brazil and was driven by Hyflex, Alphatec and ActivArmr.
New Products
New product sales grew significantly on the prior year by 35%, driven mainly by investments in our key Hyflex brand such as the improved yarn technology - Intercept. Pleasingly, we are also seeing increases in other technical products in the ActivArmr and Alphatec brands.
EBIT Margins and Operational Efficiencies
During the year the group acquired Hands International, a strategically important supplier of knitting liners based in Sri Lanka. This follows the Midas acquisition the previous year, which provided the group with manufacturing expertise in yarn coatings and PU dipping. Both investments are key to the company’s strategy to develop in house yarn technology and are expected to improve operating margins by reducing manufacturing costs. The above, coupled with improved product mix increased our EBIT Margins to 13.9% with gross EBIT falling just short of the prior year despite significant FX translation impacts.
Single Use GBU
The F’15 fiscal year was the first full year of operation as a stand-alone business unit for Single Use, following the BSSI acquisition last year. Sales were up 2.3% on the prior year. Sales for the Microflex and TNT brands were up 4% and 7% respectively despite lower selling prices on lower raw material costs.
New Products
New product sales grew 25% year over year with Microflex being launched into new markets. Furthermore new styles were released in the Xceed and Ultraform categories for the Laboratory and Life Sciences verticals. Our newest grade in the low margin food vertical, Versatouch 92-200 / 92-205, was also popular with its additional properties in dexterity, strength and comfort.
EBIT Margins and Operational Efficiencies
EBIT grew significantly due to the full year benefits of the BSSI acquisition, with EBIT margins improving as a result of improved product mix, lower raw material costs and better than expected acquisition synergies. Further efficiency gains are expected during future periods as a result of the significant capital investments in our plants during the year.
Medical GBU
The Medical GBU sales were down slightly year on year on a constant currency basis after normalising for the full year impact of BSSI. Sales in units grew strongly but lower selling prices on lower raw material
15
Operating and Financial Review For Year Ending 30 June 2015
costs subdued the top line results. This was evident in both surgical and exam grades, whilst HSS products grew strongly. Geographically, Russia and the second half North America sales were negative drivers with the latter impacted by reduced sales of low margin latex exam volumes.
Medical GBU – New Products
The Gammex Sensoprene Surgical Glove achieved growth of 83%, a contributor to strong growth overall in synthetic surgical sales. Medi-Grip products were up by more than 100% year on year, driving significant growth in emerging markets outside of Russia. In addition, technology solutions were achieved in HiViz, breach detection and moisture management and these are expected to generate returns in the future as they are commercialised into new products.
EBIT Margins and Operational efficiencies
Despite lower pricing F’15 EBIT margins of 15.8% (F’14: 13.7%) was up 210 basis points on last year due to lower raw material pricing, BSSI acquisition benefits and operational efficiencies. . A number of operational efficiencies were targeted by the Group in its manufacturing locations. The transition of manufacturing from Shah Alam is proceeding in line with expectations with our Melaka and Lanka plants anticipated to absorb the additional volumes with minimal disruption. Further investments in new ‘Smart pack’ packaging solutions are in progress and are expected to yield further operational efficiencies.
Sexual Wellness GBU
After a decline last year, the Sexual Wellness GBU returned to growth during the year with sales up 6% on last year. Most pleasing was our 14% growth in China where our SKYN and Zero-Jissbon brands are performing strongly, whilst Europe (up 8%) and India (up 21%) also recorded impressive gains. Moreover, the SKYN brand continues to grow strongly in a number of our important regions. However Latin America sales declined mainly due to aggressive new entrants in Brazil, whilst North America was flat year on year after the appointment of a new distributor in Canada last year. Our contract or tender business has declined during the year with pricing a major factor.
SW New Products
Successful launches of the expanded SKYN range were achieved during the year along with the SKYN lubricants range in their early stages.
EBIT Margins
EBIT Margins were consistent with the prior year as the business has been reinvesting its gains from organic growth into new products and marketing campaigns.
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Operating and Financial Review For Year Ending 30 June 2015
F’16 Outlook
Ansell’s forward planning considers both the F’16 budget and its long range plan. The budget for next year has factored in certain assumptions regarding the prevailing foreign exchange and economic growth rates in key regional centres.
Currency rates in F’16 are assumed to remain similar to the average levels seen in the 4[th] quarter of F’15, resulting in a further expected $55m negative impact to revenue and $30m impact to EBIT including the impact of lower hedging gains. An increase in the effective tax rate to 20-21% is expected with Australian income likely to incur a P&L tax charge starting during 2H F’16 as carry forward losses are fully recognized on balance sheet with no additional DTA benefit anticipated. The combined effect of these currency and tax rate changes is anticipated to reduce EPS by 22c - 26c.
Offsetting the currency and tax headwinds, we expect ongoing strong performance by growth brands, price increases in certain regions, continued delivery of benefits from our productivity and restructuring initiatives and a full year contribution from F’15 acquisitions, benefiting EPS by 10c – 20c.
While a moderate improvement in economic conditions is anticipated by most economic forecasters, we also recognize significant uncertainty to this projection in both emerging and developed markets and potential ongoing volatility in FX.
Our EPS expectation for F’16 reflects this ongoing uncertainty and overall we expect to be in the range of US$1.05 to US$1.20.
17
2015 Remuneration Report
Remuneration Report
This Report details executive remuneration for FY15 and shows how we continue to refine our approach to executive remuneration to reflect evolving practice and fitness for purpose, both here in Australia and around the world, as befits a truly global company.
| ANSELL LIMITED 2015
1
1.1 Introduction
1.1.1 Introduction to the Remuneration Report
It has been a good year for our business and for Ansell shareholders. Our share price grew 21.5 per cent through the financial year to June 30 2015, outperforming the S&P/ASX100, which grew at 14.7 per cent. It is clear that FY14 was a transformational year for Ansell. We are now reaping the benefits of the good work that we did last year and seeing the growth that we anticipated come to fruition.
This Report details executive remuneration for FY15 and shows how we continue to refine our approach to executive remuneration to reflect evolving best practice, both here in Australia and around the world, as befits a truly global company.
1.1.2 Scope of the Remuneration Report
The Directors of Ansell Limited present the Remuneration Report prepared in accordance with Section 300A of the Corporations Act for the Group (hereafter known as the ‘Company’) for the financial year ended 30 June 2015. This Report, which has been audited by KPMG, forms part of the Report of the Directors.
1.1.3 Key Developments in Executive Remuneration in 2015
In 2015, the Nomination, Remuneration and Evaluation (NRE) Committee reorganized into the Human Resources Committee and the Governance Committee. The Human Resources Committee is responsible for the remuneration and evaluation activities of the former NRE. The Governance Committee is responsible for the planning for Board succession and the skills required to discharge the duties of the Board.
Given the global nature of Ansell’s businesses and the varied global locations of its Key Management Personnel (KMP), we continue to believe that operational financial measures are more appropriate and relevant long term motivators of Ansell’s executives than Total Shareholder Return (TSR). TSR as a measure is influenced by the volatility and dynamics of the market and currency in which the stock is traded. This may not always be consistent with a global company’s underlying value and performance, where such a high proportion of sales, revenue, profitability, and returns are generated outside Australia.
The Human Resources Committee believes that the best way to incentivize a global leadership team is by focusing the KMP on sustained Earnings Per Share (EPS) growth over the long term while preserving the Return on Equity. This focus rewards creation of an agile company with high-quality organic and acquisition-based growth, which in the long term should be reflected in superior TSR.
In FY15, the Human Resources Committee’s focus has been to review all aspects of executive remuneration with the objectives of:
-
Creating clearer line of sight between Company performance and executive remuneration;
-
Increasing transparency in progress toward Key Performance Indicators (KPIs); and
-
Ensuring that a significant portion of the Long Term Incentive (LTI) is paid in equity and periodically reviewing whether the portion of equity and cash is sufficient to drive long term performance.
The primary objective of the Human Resources Committee is to advise on and approve an executive remuneration program that is competitive in our industry, takes account of the complexities of operating in a global environment and rewards behaviors, actions, and results that deliver long-term growth for our shareholders.
The Human Resources Committee believes that the best way to incentivize a global leadership team is by focusing the KMP on sustained Earnings Per Share (EPS) growth over the long term while preserving the Return on Equity. This focus creates an agile company with high-quality organic and acquisition-based growth, which in the long term should be reflected in superior TSR.
REMUNERATION REPORT 2015 ANSELL LIMITED |
20
Changes to Remuneration
For FY15, Ansell made several changes to its remuneration plans to drive greater shareholder value, including:
-
Short Term Incentive Plan (STI)
-
Rebalanced and focused funding metrics for Corporate performance (Sales + EBIT + Cash Flow).
-
Increased individual accountability for each executive as the Short Term Incentive Plan outcomes are more directly related to business results.
-
Limited use and impact of individual metrics for executives.
-
Introduced a multiplier which can vary from 0 to 1.4 and is applied to the STI bonus amount derived from performance against STI financial metrics to determine the final STI bonus amount paid.
-
The multiplier amount is decided based on an individual’s achievement of their specific targets and goals.
-
Overall for the Company, the multiplier averages 1.0 and so the multiplier varies individual bonus amounts, but not the total amount paid.
-
Direct link of metric targets to improved budget process.
-
Increased consistency of threshold and maximum payouts.
-
Increased consistency in metric weights across the business.
| For KMPs other than NEDs | FY14 % | FY15 % |
|---|---|---|
| Ansell sales | 10 – 20 | 40 |
| Ansell EBIT | 15 – 25 | 40 |
| Ansell free cashflow | 20 | 20 |
| Businesssales | 20 | Multiplier |
| BusinessEBIT | 25 | Multiplier |
| Other | 0 – 25 | 0 |
| Individualmetrics | 10 | 0 |
| For CEO and CFO | FY14 % | FY15 % |
| Ansell sales | 30 | 40 |
| Ansell EBIT | 30 | 30 |
| Ansell free cashflow | 20 | 20 |
| Ansell Profit Attributable | 10 | 10 |
| Individualmetrics | 10 | Multiplier |
Additional Information
In prior years, Ansell had changed its LTI Plan including increasing the proportion of equity to cash for key executives. As disclosed in prior years, the Company has a requirement for Non-executive Directors and KMPs to purchase and hold equity, based on a multiple of their directors’ fees/base salary, consistent with our Share Trading Policy and ASX Listing Rules. Therefore, in relation to executives, any Performance Share Rights (PSRs) which vest and for which shares in the Company are issued under the LTI Plan are subject to holding restrictions to ensure compliance with this policy.
All of these measures outlined above aim to focus the efforts of the KMP on key measures that will drive shareholder value and ensure that KMP have a significant personal stake in the success of the business.
1.1.4 Introduction to Key Management Personnel
For the purposes of this Report, the Board has determined that the KMP of the Company comprises non-executive Directors (NED) and members of the leadership team who have the authority and responsibility for planning, directing and controlling the activities of the Company.
The use of the term Senior Executives in this Report means the KMP who are neither the Non-executive Directors nor the CEO.
Ansell periodically makes changes to its Executive Leadership Team to reflect its on-going evolution as a global protection company. The Senior Executives of Ansell as at the date of this Report are outlined in the table below.
Key Management Personnel Non-executive Directors Glenn L L Barnes Ronald J S Bell John Bevan L Dale Crandall W Peter Day Annie H Lo Marissa T Peterson
| CEO and Senior Executives | CEO and Senior Executives | CEO and Senior Executives |
|---|---|---|
| Magnus R Nicolin | Managing Director andCEO | |
| Neil Salmon | Chief Financial Officer | |
| (Finance and IT) | ||
| Scott Corriveau | President and General Manager | |
| Industrial GBU | ||
| Peter Dobbelsteijn | Chief Commercial Officer EMEA | |
| and APAC Region and Ansell | ||
| Global Guardian | ||
| Steve Genzer | Senior Vice President Global | |
| Supply Chain Operations | ||
| Jeyan Heper | President Sexual Wellness | |
| Joe Kubicek | President Single Use GBU | |
| Anthony Lopez | President Medical GBU | |
| Mike Mattos | Chief Commercial Officer North | |
| America and LAC Region |
| ANSELL LIMITED REMUNERATION REPORT 2015
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1.2 Ansell’s Executive Remuneration Strategy
1.2.1 Role of the Board and the Human Resources Committee in Executive Remuneration
Ansell’s approach to executive remuneration is founded on the understanding that shareholders expect reward to reflect Company performance. The Board is responsible for ensuring that our executive remuneration philosophy, strategy and policies are designed with this objective in mind.
As part of the Board’s commitment to maximizing Company performance and shareholder wealth, executive performance is assessed annually against agreed performance objectives established at the commencement of the relevant financial year.
| Entity | Responsible for |
|---|---|
| Board | Defining the Company’sremuneration |
| strategy and determining thestructure | |
| and quantum of remuneration for Company | |
| executivesthat support and drivethe | |
| achievement ofAnsell’sstrategic objectives. | |
| HumanResources | Reviewingand recommending tothe |
| Committee | Board the remuneration policy, strategy |
| and structure forAnsell’sBoard members, | |
| theCEOandSeniorExecutives. | |
| TheHumanResourcesCommittee has | |
| in place aprocessof engaging and | |
| seeking independent advice from | |
| externalremunerationadvisersand | |
| ensures remuneration | |
| recommendations in relation toKMP | |
| are freefromundue influenceby | |
| management. |
1.2.2 Use of Consultants
Aon Hewitt has been engaged by the Human Resources Committee in accordance with this structure to provide advice and recommendations with respect to KMP remuneration. The Committee considered this input along with other factors, in making its remuneration decisions.
Details relating to the services provided by Aon Hewitt and the fees incurred are laid out in Section 3.8.
Ansell’s approach to executive remuneration is founded on the understanding that shareholders expect reward to reflect Company performance. The Board is responsible for ensuring that our executive remuneration philosophy, strategy and policies are designed with this objective in mind.
REMUNERATION REPORT 2015 ANSELL LIMITED |
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1.2.3 Remuneration Governance
A key element of Remuneration Governance is the framework through which performance metrics are agreed, evaluated and implemented. We have clear and precise metrics and measurement infrastructure to facilitate effective performance assessment of the KMP and the Company.
| Policy | Rationale |
|---|---|
| Performance management | Performancemanagement andassessmentis a critical activity conducted annually involvingthe |
| and assessment | Chairman, theBoard,CEOandSenior Executivesof theCompany.At each levelofRemuneration |
| Governance,anassessmentis made of individual performance for eachKMPand ability to meet | |
| the requirements of the role they are in and the contribution they must makeforthesuccessof | |
| the Company. | |
| Successionplanning | It is also crucial that we take allnecessary stepsto identify and prepare future leaders ofthe |
| Company. Wehave put in place a structuredsuccessionplanningprocesswhich will help secure | |
| continuity in high quality leadership talent and the future performance of the Company. | |
| Performance hurdle | The CEOandSenior Executivesare set threshold level performance hurdlesaspart of the Short and |
| LongTerm Incentiveprograms. Thesehurdles are a mix ofCompanyand applicable business unit | |
| performance metricsaswellas limitedpersonal goals and consideration of the extent to whichthe | |
| Ansell values were demonstrated. Performance against the hurdles is determined, and incentives | |
| paid, following a review by the HumanResourcesCommittee and the completion of the auditof | |
| theaccountsfor therelevant financial year. | |
| Gatewaycondition | A ‘gateway’ condition must be met before anyLTIawards canvest. Thegateway requires a |
| minimum level of Return on Equity (which ismeasured as 1.5times theCompany’sWeighted | |
| Average Cost of Capital) toensurethat ourcapitalis beingemployedefficiently and | |
| earningsgrowth is translating to shareholder value. | |
| Clawback provision | Incentive awards may be forfeited in the event of fraud orgrossmisconduct by the executive |
| or the material misstatement of theCompany’sFinancial Statements. |
In the event of a change in control of the Company, the Board has some discretion as to whether and on what basis some equity or cash awards will vest.
When a participating executive ceases employment with the Company, any unvested long term incentive awards lapse, except when employment ceases due to death, disability or other exceptional circumstances with the approval of the Board, in which case the Board has discretion to determine that the equity or cash award will vest on a pro-rata basis (having regard to performance up to cessation of employment).
A key element of Remuneration Governance is the framework through which performance metrics are agreed, evaluated and implemented. We have clear and precise metrics and measurement infrastructure to facilitate effective performance assessment of the KMP and the Company.
| ANSELL LIMITED REMUNERATION REPORT 2015
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1.2.4 Remuneration Philosophy and Strategy
Guiding Principles
Our remuneration philosophy links the achievement of our strategic objectives and rewarding our executives which are governed by the following guiding principles:
| Link tobusinessresults | Apply a pay-for-performance philosophy that directly links executive reward to the achievement |
|---|---|
| ofCompanyandbusinessunit operating results and overall performance against strategic goals. | |
| Align with shareholder value | Align remuneration tobusinessoutcomes that deliver value to shareholders and alignwith |
| shareholder interests. | |
| Balance short and longterm | Balance incentives to appropriately reward superior performance in the short term and sustained |
| performance | performance over the long term. |
| Drive performance culture | Drive a performance culture by setting challenging performance objectives and ensuringthat |
| executivesare remunerated in a way thatrecognizesand rewards performance that drivesgreater | |
| shareholderreturn. | |
| Ensurecompetitiveness | Ensureremuneration is competitive in the relevant employment market-place to supportthe |
| attraction, motivation and retention of exceptional executivetalent. |
Transparency
We continue to adapt our remuneration framework to the changing external environment, as well as our growth, performance goals and desire to recognize the contribution of our people. We are constantly working to make our remuneration structures more effective, easier to understand and more transparent to our employees and shareholders alike.
Competitiveness
Remuneration design and quantum for the CEO and Senior Executives is determined by fit for purpose contemporary criteria as well as reviewing what is generally paid for similar roles in similar businesses in the relevant geographic locations – the locations where the executives reside and work. While Ansell is publicly listed on the Australian Securities Exchange, it reports in US$, more than 95 per cent of its revenue is derived outside of Australia and it is active in a diverse range of geographies. Additionally, many Senior Executives are located in our four global corporate hubs. As such, the mix of remuneration for individual Senior Executives is reflective of prevailing best practice and market conditions in the country in which the Senior Executive is located.
In the global environment in which we operate, measurement of remuneration and market positioning for each executive cannot solely rely on traditional market capitalization or earnings measures. This is because we must also take account of the physical location of executives outside Australia (and prevailing market conditions in those countries) and the geographic scope and complexity of their responsibilities that are reflective of Ansell’s business environment.
1.2.5 Requirements to Hold Equity
To encourage alignment with shareholder interests, Ansell requires NEDs and other KMPs to purchase a multiple of their directors’ fees/base salary in Company shares over a set period. In addition to existing share grants as part of Long Term Incentive Plans, the Company has developed a mechanism (consistent with its Share Trading Policy) to enable KMPs to regularly purchase Company shares to facilitate compliance with the policy, while complying with ASX trading rules.
REMUNERATION REPORT 2015 ANSELL LIMITED |
24
1.3 Elements of Remuneration
1.3.1 Remuneration Framework
The diagram below illustrates the key aspects of the Company’s remuneration policy for the CEO and Senior Executives. The Remuneration policy is designed to:
==> picture [378 x 477] intentionally omitted <==
----- Start of picture text -----
Create shareholder Reward, motivate and Be flexible enough to
value retain key executives reflect local market
conditions
Pay for performance
• Fixed remuneration is
positioned to be competitive
between the indicative
market median and 62nd
percentile.
• Total remuneration is
positioned around the
market 75th percentile.
Fixed
At-risk STI At-risk LTI
remuneration
25–50% 50–75% (at target levels of performance)
Based on: Targets linked to:
• business unit; and
• market rate for job skills;
• job requirements; and • corporate performance.
• individual performance. Challenging and transparent targets linked
to the creation of shareholder value.
----- End of picture text -----
- Remuneration is capped at 100 per cent.
| ANSELL LIMITED REMUNERATION REPORT 2015
25
1.3.2 Mix of Remuneration
The following chart sets out the average remuneration mix for the CEO and Senior Executives, for the achievement of target performance during FY15.
==> picture [292 x 16] intentionally omitted <==
----- Start of picture text -----
Remuneration Mix
Chief Executive Officer
----- End of picture text -----
| Short Term 24% Fixed Remuneration 46% Long Term 30% |
|
|---|---|
| CFO and Senior Executives | |
| Short Term 13% Fixed Remuneration 64% Long Term 23% |
|
| 1.3.3 Summary of | Remuneration Elements |
| Keycomponents ofFY15remuneration are: | |
| Fixedremuneration | Fixedremunerationcomprisesbasesalary plus contributions to superannuation and pension plans, |
| executive insuranceandother non-salary benefitsinaccordancewithrelevant | |
| legislationorascontractually required. | |
| Fixedremuneration is set to attract and retain talented executives. | |
| Base salary,which isexpressedin localcurrency,is determinedbasedon anindividual’s | |
| responsibilities, performance, qualifications, experience, locationand themarketrate for | |
| acomparable role.Referenceis also made toAnsell’speers in similarly sizedcompanies,insimilar | |
| industries operating in similar jurisdictions. | |
| In2015,the averagebasesalary for theSenior Executives increased by 22%and theCEOincreasedby 8% | |
| (including catch-upincreasesforexecutivesrecently promoted to KMP). | |
| Short term incentive | The Company’sannual short term incentive program provides theCEOandSeniorExecutives |
| the opportunity to earn an award incashif they achieve pre-established performance objectives | |
| basedonannualgrowth in salesrevenue,EBIT,profitattributable, maximizingplant | |
| performance,improving free cash flow andagreed personal objectives. | |
| Theannual incentive places a portion of theCEOandSenior Executives’totalremuneration | |
| ‘at risk’ andencouragesthe achievement of theCompany’sshort term strategic objectives. | |
| Longterm incentive | The Company’slong term incentive arrangements provide theCEOandSenior Executivesthe |
| opportunity to earn an award, subject to the achievement of performance targets(EarningsPer | |
| Sharegrowth) over a rolling three-year period.Earnedamounts are paid incashand Company | |
| shares. (Seealso Section 1.1.3) | |
| Thelong term incentive links theCEOandSenior Executivereward with the creationof | |
| shareholder value. No award is earnedunlessa ‘gateway’ condition is met. For theFY15,the | |
| ‘gateway’conditionwasequalto a specific level of Return on Equity (which ismeasured as | |
| 1.5times theCompany’sWeightedAverage Costof Capital) toensurethat our capital was | |
| beingemployedefficiently andearningsgrowth wastranslatingtoshareholder value. | |
| Post-employment | TheCEOand Senior Executives may beentitledtopost-employmentbenefits,depending on |
| thecircumstancesin which their employment is terminated. For more detailsee Section3.7. |
We consider that this remuneration structure ensures that KMP and shareholder interests are aligned.
26
1.3.4 Summary of the Short Term Incentive Plan
Key elements of the STI Plan are:
| Description | The annual STI enables the CEO, CFO and Senior Executives to earn a cash award (expressed as a |
|---|---|
| percentage of base salary) if they meet specific, pre-established performance targets. Additional | |
| executives, managers and professional employees are also eligible to participate in the plan subject | |
| to meeting certain criteria including being of a sufficiently senior job grade. | |
| The STI places a proportion of the employee’s total remuneration ‘at risk’, as it is earned only if the | |
| employee meets certain performance targets that are linked to Ansell’s annual business objectives. | |
| Award value | In relation to theCEO, CFOandSenior Executives,the annual incentive that is earned for meetingtarget |
| performance levels is equal to 50 per cent(100per cent for theCEO and 60 per cent for the CFO)of theirbase | |
| salary. Theannualincentive that is earned for meeting maximum performance levels is equal to 100 per | |
| cent (200 percentfor theCEO and 120 per cent for the CFO)of theirbasesalary. | |
| Forperformance exceedingtarget levels, STI may payupto 210per cent of the STI target levels. | |
| Performance targets | Performance measuresforFY15werebasedon a mix of improvementsacrosstheCompany,theGBUsandthe |
| regions in salesrevenue(sales),EBIT,free cash flow. In addition, for theCEOandCFOwithmoredirect | |
| responsibilityforoverall corporate performance, it also includedtheamountofprofit attributable. | |
| The Board considers theseperformancemeasuresto be appropriately aligned with theCompany’sobjectives of | |
| delivering profitablegrowth and improvingshareholder return.Inaddition,theCEO, CFOand Senior | |
| Executiveshavea clear line of sight to the targets and are able to affectresultsthrough their actions. The | |
| measurements under the STI Plan are different to those measured under the LTI Plan. | |
| The performance hurdles were set so that achievement of the internal financial goals at target levels | |
| would result in 100 per cent of the award being earned. | |
| Annual incentive payments are subject to forfeiture in the event of fraud or gross misconduct by the | |
| executive or a material misstatement of the Company’s financial statements. | |
| Vesting under the STI commences at threshold levels (paying out at 50 per cent of the STI target levels), | |
| which were set at between 90 per cent and 95 per cent of the FY15 financial goals. | |
| For performance exceeding target levels, STI may pay up to 210 per cent of the STI target levels which | |
| were set at between 105 per cent and 110 per cent of the FY15 financial goals. | |
| The actual FY15 outcomes relative to targets is detailed in Section 2.6. | |
| Role of the Human | The Human Resources Committee assesses the Company and CEO’s performance during the |
| ResourcesCommittee | performance period and recommends to the Board an annual incentive award for the CEO. |
| The CEO assesses the CFO and the Senior Executives’ performance against their objectives for the | |
| performance year and recommends to the Human Resources Committee for its approval annual | |
| incentive awards for the Senior Executive. | |
| Performance against the hurdles is assessed following the completion of the audit of the financial | |
| statements for the relevant financialyear. |
| ANSELL LIMITED REMUNERATION REPORT 2015
27
1.3.5 Summary of the Long Term Incentive Plan
Key elements of the FY15 LTI Plan are:
Description
The LTI Plan aligns executive reward with Company performance and shareholder value. The inclusion of an equity-based component for the CEO, CFO and Senior Executives closely aligns executive ‘at risk’ remuneration with the creation of long term shareholder value.
Participation in the Company’s LTI arrangements is only offered to executives who are able, or have the potential, to influence shareholder value in a significant way. In FY15, the CEO was granted PSRs, for which the vesting was approved at the Company’s 2014 Annual General Meeting (AGM). Senior Executives were granted an equal proportion of cash and PSRs. The remainder of the management team participating in the LTI Plan were granted cash-based awards. The awards are subject to performance conditions that underpin sustainable growth in shareholder value.
PSRs are granted at no cost to the participant. Each PSR granted will entitle the participant to one ordinary share in the Company, subject to the satisfaction of performance conditions set by the Board in respect of the grant. Cash awards that are granted will vest subject to satisfaction of performance conditions set by the Board in respect of the grant. Any PSRs which vest are subject to holding restrictions in accordance with the Share Purchasing Policy.
Performance is tested over a three year period. If the relevant performance conditions are satisfied at the end of the performance period:
-
PSRs vest automatically and shares in the Company will be allocated to the participant; and
-
Cash awards vest automatically and payment of the cash award will be made to the participant.
Achievement of the performance conditions over the three year period is determined on the basis of compound growth targets. This means that the growth target must be met or exceeded on a compound growth basis in each year for three years for the purposes of the LTI plan. For example, for a given gateway condition to be met so that a participant is considered to have achieved the ‘Stretch’ goal, Ansell must achieve a 12 per cent compound growth rate each year for three years.
In other words, the growth rate over three years for ‘Stretch’ is approximately 40 per cent as outlined in the table below:
| Yearone | 12% |
|---|---|
| Yeartwo | 25% |
| Yearthree | 40% |
| Total compoundgrowth over threeyears | 12% |
Award value LTI awards are designed to equal 75 per cent – 100 per cent (200 per cent for the CEO) of Senior Executive’s base salary for target performance and up to 150 per cent – 200 per cent (400 per cent for the CEO) of their fixed annual remuneration for stretch performance. Other executives are offered grants representing a lower proportion of their base salary.
Details of the grants made to the CEO, CFO and Senior Executives during FY15 are set out in Section 2.3.
Allocation Value: The number of shares allocated was based on the volume weighted average price of Ansell shares over the 90 days to the release of the FY15 results. The price is discounted for dividends forgone over the LTI performance period.
REMUNERATION REPORT 2015 ANSELL LIMITED |
28
1.3.5 Summary of the Long Term Incentive Plan continued
Targets The FY15 plan includes a ‘gateway’ condition which is designed to require a minimum level of return on equity (which is measured against the Company’s Weighted Average Cost of Capital) to ensure that our earnings growth is translating to shareholder value. The ‘gateway’ must be satisfied before any LTI awards vest. An EPS ‘performance’ condition then determines the level of vesting of the LTI awards. If either the ‘gateway’ condition or the threshold level of the performance condition is not satisfied, the award will lapse.
The Board reviewed the EPS compound growth targets and determined that the appropriate growth targets over the three-year performance period for the long term incentive grant in FY15 were threshold 7 per cent per annum EPS growth; Target 8 per cent per annum EPS growth; and Stretch 12 per cent per annum EPS growth.
Gateway condition Requires the Company’s Return on Equity (ROE) at 30 June 2017 to be at least 1.5 times the Company’s Weighted Average Cost of Capital (WACC), which is when the LTI Plan vests.
WACC is calculated based on a methodology defined by the Human Resources Committee and is applied consistently from year to year. The calculation is performed and the gateway condition tested at the conclusion of each three year performance period over which EPS performance is measured for LTI reward purposes.
Specific components of the WACC are calculated using the principles outlined below:
-
Risk-free Rate: four year historical average of United States five year bond rate.
-
Cost of Debt: Ansell’s actual average cost of debt over the previous four years.
-
Market Risk Premium: four year average equity risk premium for United States equity markets.
-
Beta is assessed based on observed beta for Ansell and a basket of comparable peer companies. The comparator group comprises global peer companies at the date of grant which remain listed throughout the performance period. The Board has approved the exclusion of companies that operate in very different markets (for example, mining, financial services, listed property trusts and overseas domiciled companies) from the peer group. These approved exclusions from the comparator group enables the performance of Ansell to be compared to those companies that most relevantly compete with Ansell for capital, that is industrial, retail, manufacturing and distribution businesses throughout the world.
Four years was chosen as the relevant time period over which to calculate the WACC reflecting the fact that many of the decisions driving EPS growth over the LTI period will have been taken with reference to cost of debt and equity measurement in the year prior to the first year of EPS measurement. Ansell’s WACC for the year ended 30 June 2015 was determined to be 8.09%. This represents the minimum return anticipated on the assets of the group and takes into consideration the group’s mix of funding between debt and equity.
The gateway condition, calculated at 1.5x WACC was 12.1%. The Company’s actual Return on Equity for FY15 was 16.4%, exceeding the gateway condition.
| ANSELL LIMITED REMUNERATION REPORT 2015
29
1.3.5 Summary of the Long Term Incentive Plan continued
| Performance | The performance hurdle is basedon growth in theCompany’sEPSover the three year performance period to 30 June2017. EPS growth PSRs and cash award grant that vest (%) Threshold(7%per annum CAGR) 25% Between threshold and target Sliding scale from25.01%to 49.99% Target (8% perannumCAGR) 50% Between target and stretch Sliding scale from50.01%to 99.99% Stretch or above(12%per annum CAGR) 100% The Board selectedUS 105 centsEPS(being the underlyingEPSforFY14excluding theimpactof deferred taxasset adjustments and non-operational tax items)asthebase EPSforFY14 (BasePoint). Accordingly, in order for the PSRs and cashawardsto vest,underlyingEPSof US 128.0 cents(Threshold) will need to be achieved at the end of the three year performance period. Target performance would require underlyingEPSofUS 132.3 centsat the end of the three year performance period. Stretch performance would require underlyingEPSofUS 147.5cents to be achieved at the end ofthethree year performance period. TheBoard will exclude the effect of netchangesin capital when measuring EPS performance. Thisensures the Company’scapital management programofshare buy-backswill notinfluenceperformance against these targets. The Boardmay vary the performance conditions to take account of the effect of any material business acquisition or divestment and any exceptional non-operating items that may occur during theperformance period.Theunderlying principle that theBoardadopts when approving any adjustments is toensurethatthe vestingoutcome reflectsthecontributionofmanagementto thebusiness performance.Thisensures thatthe contribution of individuals to the performance target is linked to remuneration.Anexplanationofthe EPSadjustments for2015 appearsin Section2.5. TheBoard selectedEPS asa performancemeasurefor vesting of thePSRsandcashawards on the basis that it: • is a relevant indicator ofincreasesin shareholder value; and • is a target that provides a suitable line of sight to encourage and motivate executive performance. |
|---|---|
| Role of the Board |
REMUNERATION REPORT 2015 ANSELL LIMITED |
30
2. Important Information
This section provides data on Ansell’s key metrics and remuneration programs.
2.1 Key Performance Metrics – Ansell Limited
31
2.1 Key Performance Metrics – Ansell Limited
Total Dividends Per Share (AU/US cents)84
Profit (Loss) Attributable (Reported) US millions
Sales (US Millions)
Profit Attributable (Underlying) US millions
==> picture [40 x 9] intentionally omitted <==
----- Start of picture text -----
2014 (42)
----- End of picture text -----
EBIT (Reported) US millions
EBIT (Underlying) US millions
Share Price at 30 June
| ANSELL LIMITED REMUNERATION REPORT 2015
32
2.1 Key Performance Metrics – Ansell Limited continued
Earnings Per Share (Reported) US cents
Earnings Per Share (Underlying) US cents
==> picture [350 x 102] intentionally omitted <==
----- Start of picture text -----
Total Shareholder Return (US$)
2015 1.5% 2015
2014 18.5% 2014 14.8%
2013 22.0% 2013
-8.8% 2012 -4.5% -4.5% 2012
----- End of picture text -----
Total Shareholder Return (A$)
Earnings Per Share CAGR
Dividends Per Share CAGR
Total Shareholder Return CAGR
| ANSELL LIMITED REMUNERATION REPORT 2015
33
2.2 Information on STI Plan Vesting
| 2.2 Information on STI Plan Vesting | ||
|---|---|---|
| Financial Year | Was STI Paid? | Payout for KMPs based on Target (100%) |
| FY15 | Yes | 71% |
| FY14 | Yes | 98% |
| FY13 | Yes | 64% |
| FY12 | Yes | 92% |
| FY11 | Yes | 160% |
2.3 Information on LTI Calculation
| Financial Year | Three-year EPS used for LTI Calculation | Threshold | Target | Stretch | Actual EPS |
|---|---|---|---|---|---|
| FY15 | US105.0 cents | US128.0cents | US132.3 cents | US147.5 cents | * |
| FY14 | US99.1 cents | US121.4 cents | US124.8 cents | US139.2 cents | * |
| FY13 | US93.9 cents | US115.0 cents | US118.3 cents | US131.9 cents | US118.3 cents |
| FY12 | US81.3 cents | n/a | US99.6 cents | US108.2 cents | US105.0 cents |
| FY11 | US69.5cents | n/a | US80.5 cents | US92.5 cents | US100.5 cents |
- The Actual EPS used for LTI calculations for FY14 and FY15 will be determined in 2016 and 2017, respectively. n/a: Threshold levels were not in place as part of the FY11 and FY12 grants.
2.4 Information on LTI Vesting
| 2.4 Information on LTI Vesting | ||
|---|---|---|
| Financial Year | Did LTI Vest? | Vested % based on Target (100%) |
| FY15 | Will bemeasuredin FY17 | Will bemeasuredin FY17 |
| FY14 | Will bemeasuredin FY16 | Will bemeasuredin FY16 |
| FY13 | Yes | 100% |
| FY12 | Yes | 163% |
| FY11 | Yes | 200% |
2.5 EPS Calculation for LTI Vesting
| Three Year EPS used for FY13 LTI Calculation | US93.9¢ |
|---|---|
| Actual EPS for FY15 | US122.5¢ |
| Less Adjustments: | |
| Shah Alam Sale1 | (US10.3¢) |
| DTA and NOTI FY15 | (US2.3¢) |
| Other2 | (US1.6¢) |
| Restructuring FY153 | US8.9¢ |
| Previously deducted DTAs expensed in current year | US1.1¢ |
| f lli | US118.3¢ |
EPS for LTI calculation
-
Refers to target set for the gain on the sale of the Shah Alam property in Malaysia that was initiated as part of the FY14 restructuring program. The targeted gain served to reduce the targeted net cost of the FY14 restructuring program. With the gain having now been realized in FY15 the targeted gain has been excluded from FY15 EPS for LTI calculation purposes.
-
Includes the agreed amortization of the post tax cost of the cash related elements of the FY14 restructuring program, consistent with the treatment described for these items last year.
-
Excludes the post tax cost of the restructuring program announced in June 2015. Consistent with the treatment of the FY14 restructuring program this cost will be amortized as an adjustment to EPS for LTI calculation purposes over the next 3 years beginning in FY16.
Commentary
In our FY14 Remuneration Report, we provided detail about a restructure charge Ansell had incurred which was designed to enable a more efficient business. In particular, in the FY14 Remuneration Report, we disclosed that the NRE Committee had, in relation to the Long Term Incentive Plan, determined as follows:
-
To deduct from achieved EPS in each of FY15, FY16 and FY17 a one-third proportion of the post tax net cash cost of restructuring items to ensure that long term incentive outcomes only benefit if the company achieves a positive payback on the costs incurred; and
-
That the accounting consequences of the brand rationalisation program should be excluded in measuring EPS performance under the 20122014 LTI program and in assessing the ROE based gateway condition for the CEO and CFO Special Long Term Incentive.
REMUNERATION REPORT 2015 ANSELL LIMITED |
34
2.5 EPS Calculation for LTI Vesting continued
In addition, on 29 June 2015, we announced some further restructuring initiatives. The further restructuring initiatives will be treated in the same manner as the FY14 program and amortized over 3 years beginning in FY16, which coincides with the start of the benefit delivery from the FY15 restructuring program.
The table on the previous page illustrates the effect of the announced restructuring. It compares the EPS which was determined as the base EPS figure for the FY13 LTI Plan (being US93.9 cents) with the actual statutory EPS for FY15. It then illustrates each of the deductions which were deducted or added to the actual EPS to come to the adjusted EPS number for the purposes of the FY13 LTI Plan.
2.6 STI Plan Vesting
| 2.6 STI Plan Vesting | |||
|---|---|---|---|
| Value of | Value of | Percentage of Maximum | |
| Award at Target4 | Award Achieved | Award Achieved | |
| MRNicolin | $1,000,000 | $745,800 | 37% |
| N Salmon | $277,200 | $206,736 | 37% |
| S RCorriveau | $195,700 | $127,596 | 33% |
| PDobbelsteijn1 | $205,794 | $147,595 | 36% |
| SGenzer | $203,300 | $106,041 | 26% |
| JHeper1,2 | $85,956 | $40,674 | 24% |
| JKubicek | $170,000 | $133,008 | 39% |
| A Lopez | $185,500 | $133,041 | 36% |
| MMattos | $194,244 | $139,312 | 36% |
| P BCarroll3 | $0 | $0 | 0% |
| Total | $2,517,694 | $1,779,803 | 35% |
-
Calculated at an average USD/EUR rate being US$1: €0.8319.
-
Commenced being a KMP on 10 November 2014.
-
Ceased to be a KMP on 31 July 2014.
-
Based on the effective salary of each KMP at 1 October 2014, other than P Dobbelsteijn for whom it is based on his 1 July 2014 salary.
2.7 Information on LTI Plan Vesting
| Date Award | Maximum | Maximum | Cash Award | Number of | Amount of | Number of | ||
|---|---|---|---|---|---|---|---|---|
| Grant | Cash | Value of PSRs | Granted | PSRs Granted | Cash | PSRs Forfeited | ||
| Opportunity1 | Granted | Forfeited | ||||||
| MRNicolin | 10/8/2012 | $0 | $3,314,392 | $0 | 129,540 | $0 | 129,540 | |
| N Salmon4 | n/a | $0 | $0 | $0 | 0 | $0 | 0 | |
| S RCorriveau | 10/8/2012 | $350,000 | $350,000 | $175,000 | 13,679 | $175,000 | 13,679 | |
| PDobbelsteijn | 10/8/2012 |
$259,714 | $259,714 | $125,424 | 10,151 | $134,284 | 10,151 | |
| SGenzer | 10/8/2012 | $325,000 | $325,000 | $162,500 | 12,702 | $162,500 | 12,702 | |
| JHeper2 | n/a | $0 | $0 | $0 | 0 | $0 | 0 | |
| JKubicek4 | n/a | $0 | $0 | $0 | 0 | $0 | 0 | |
| A Lopez | 10/8/2012 | $330,000 | $330,000 | $165,000 | 12,898 | $165,000 | 12,898 | |
| M Mattos4 | n/a | $0 | $0 | $0 | 0 | $0 | 0 | |
| P BCarroll3 | 10/8/2012 | $164,840 | $164,840 | $68,092 | 6,738 | $96,748 | 12,590 | |
| Total | $1,429,554 | $4,743,946 | $696,016 | 185,708 | $733,532 | 191,560 |
-
Calculated at average FX rates at the time of grant being A$1: US$1.0129 and A$1: €0.8139.
-
Commenced being a KMP on 10 November 2014.
-
Ceased to be a KMP on 31 July 2014.
-
Not eligible for FY13 LTI Plan due to date of commencement of employment.
| ANSELL LIMITED REMUNERATION REPORT 2015
35
2.8 CEO Special Incentive
At the 2010 Annual General Meeting, shareholders approved the allocation of 129,730 performance rights to the CEO pursuant to the CEO Special Long Term Incentive Plan to be granted in two tranches, vesting in FY14 and FY15, respectively. By entitling the CEO to Ansell shares upon satisfaction of the performance condition, 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, aligning the CEO’s interest with shareholders over the longer term.
The applicable performance condition was that Ansell’s ROE in each of FY14 and FY15 must have equaled at least 1.5 times Ansell’s WACC for the applicable performance period. ROE was selected by the Board as a strong long term measure of the efficient deployment of capital which generates earnings growth, benefiting shareholders. The performance rights would have lapsed if the performance condition was not met.
In FY14, the Board determined that the performance condition for the initial 20 per cent was met and in FY15, the Board determined that the performance condition for the balance of the 80 per cent of performance shares was met.
| Grant Date | Number of | Issue Price | Vesting | Share Price |
|---|---|---|---|---|
| Performance | Date | at Vesting | ||
| Rights Granted | Date | |||
| 19 October | Tranche One: | Tranche | 13 August | A$18.81 |
| 2010 | 25,373 | One: A$10.18 | 2014 |
|
| 19 October | Tranche Two: | Tranche | 5 August | A$25.08 |
| 2010 | 104,357 | Two: A$10.18 | 2015 |
2.9 CFO Special Incentive
To align the Chief Financial Officer’s interest with shareholders and compensate him for forfeited deferred employment incentives from his previous employer, Mr. Salmon was allocated 30,130 performance rights to be granted in two tranches, vesting in FY14 and FY15, respectively.
The applicable performance condition was that Ansell’s ROE in each of FY14 and FY15 must have equaled at least 1.5 times Ansell’s WACC for the applicable performance period. ROE was selected by the Board as a strong long term measure of the efficient deployment of capital which generates earnings growth, benefiting shareholders. The performance rights would have lapsed if the performance condition was not met.
In FY14, the Board determined that the performance condition for the 14,917 performance rights was met and in FY15, the Board determined that the performance condition for the remaining allocation was met.
| Grant Date | Number of | Issue Price | Vesting | Share Price |
|---|---|---|---|---|
| Performance | Date | at Vesting | ||
| Rights Granted | Date | |||
| 8 August | Tranche One: | Tranche One: | 13 August | A$18.81 |
| 2013 | 14,917 | A$18.68 | 2014 | |
| 8 August | Tranche Two: | Tranche Two: | 5 August | A$25.08 |
| 2013 | 15,213 | A$18.68 | 2015 |
REMUNERATION REPORT 2015 ANSELL LIMITED |
36
2.10 Summary of Non-executive Director Remuneration
The key principles relating to Non-executive Directors’ remuneration are set out below.
| Aggregate Board andCommittee | Thecurrent aggregate fee pool for Non-executive Directors ofUS$1,600,000wasapproved by |
|---|---|
| fees are approved by shareholders | shareholdersat the 2014 AnnualGeneralMeeting. The fee pool in US$reflectsthe fact |
| thatbusinessoperations are run from outside Australia. | |
| A full description of the fees is found in the section below. | |
| Note: Somebenefitsarepayable outsideof theshareholder approvedcap – refer to other fees/benefits below for | |
| details | |
| Remuneration is structuredto | Topreserveindependence and impartiality, no element of Non-executive Director remuneration is |
| preserveindependencewhilst | linked to the performance of theCompany. However,to create alignment between Directors and |
| creatingalignment | shareholders,Non-executive Directors are required to invest an appropriate percentage of gross |
| annual fees to acquire Ansellsharesat market value, to achieve a shareholding worth two times’ | |
| annual Board fees within aperiod of 10years from the earlier of 2013 or their start date. | |
| Feesare set by reference | Board and Committee fees are set by reference to a number of relevant considerationsincluding: |
| to key considerations | • responsibilities andrisksattaching to the role ofDirector; |
| • time commitment expected ofDirectors; | |
| • fees paid by peer companies; | |
| • independent advice received from external advisers; | |
| • the global nature of ourbusinesses(toensurethat the Directors’ fee attracts and retains the best | |
| international Directors); and | |
| • the requirement to travel internationally to familiarize oneself with international operations and | |
| for required meetings. | |
| Regular reviews of remuneration | The Boardperiodicallyreviewsits approach to Non-executive Director remuneration toensureit |
| remains in line withgeneral industry practice and bestpracticeprinciples of corporategovernance. | |
| Keyelements of theFY15 NEDremuneration framework areasfollows: | |
| Fees | Feesare not linked to the performance of theCompany sothat independence andimpartialityis |
| maintained. | |
| Otherfees/benefits | Directors are permitted to be paid additionalfeesfor specialduties,includingfeespaid for serving |
| on ad hoc projects or transaction-focused committees. These fees / benefits are outside of the | |
| shareholder approved cap. | |
| Post-employment benefits | Superannuation contributionsaremadeat a rate that satisfies the Company’sstatutory |
| superannuation obligationswhererequiredby law. Noadditional retirement benefits | |
| arepaid to Non-executive Directors upon their retirement from office. |
| ANSELL LIMITED REMUNERATION REPORT 2015
37
2.10 Summary of Non-executive Director Remuneration continued
The key components relating to Non-executive Directors’ remuneration are set out below
Key components 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 Australian, 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 and consistent with rates used by the business in the annual planning process.
The table below summarizes the components of Non-executive Director remuneration. From FY14, all Non-executive Director fees are denominated in US dollars.
Components of Remuneration:
| Element | Description | Included in shareholder | |
|---|---|---|---|
| approved cap? | |||
| Board Fees | Yes | ||
| Chairman | US$320,000 | ||
| Other Directors | US$116,500 | ||
| Committee Fees | Yes | ||
| Chair of Audit and Compliance Committee | US$30,000 (2.5 times the Committee fee) | ||
| Chair of HR Committee1and Risk Committee | US$24,000 (2 times the Committee fee) | ||
| Committee Member | US$12,000 | ||
| Travel Allowance | US$15,000 | Yes | |
| Superannuation | Superannuation contributions are made on behalf | Yes | |
| of the Non-executive Directors at a rate of 9.5% as | |||
| required by law. |
In addition, Directors are also entitled to be reimbursed for all business related expenses, including travel expenses as may be incurred in the discharge of their duties which are outside of the shareholder approved cap.
- Fees for attending the Governance Committee are inclusive of the HR Committee Member Fee (for Mr. Bell and Mr. Bevan) and the Chairman fee (for Mr. Barnes).
| ANSELL LIMITED REMUNERATION REPORT 2015
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2.11 Non-executive Director’s Share Plan
Directors are required to invest an appropriate percentage of their gross fees in acquiring shares on market, to achieve a shareholding worth two times’ annual Directors’ fees within a 10-year period from the earlier of 2013 or their start date.
From September 2014 onwards, a pre-agreed amount of shares (by value) are acquired monthly on the ASX through a trustee company at the prevailing market price and are transferred into the name of the Director, but are subject to a restriction on dealing until the Director ceases to hold office.
Shares were purchased on market (at no discount) on behalf of the Directors throughout FY15 at the following price per share:
| Price Per Share A$ | |
|---|---|
| 24 September2014 | $19.50 |
| 6 November 2014 | $20.17 |
| 28 November 2014 | $20.82 |
| 23 December 2014 | $22.71 |
| 30 January2015 | $22.59 |
| 27 February2015 | $25.14 |
| 31 March 2015 | $27.41 |
| 30 April 2015 | $26.15 |
| 29 May2015 | $26.98 |
REMUNERATION REPORT 2015 ANSELL LIMITED |
39
3. Appendix
This section provides additional information on FY15 remuneration.
40
| ANSELL LIMITED REMUNERATION REPORT 2015
3.1 Remuneration of the CEO and Senior Executives
Details of the remuneration provided to the CEO and Senior Executives are set out in the following table in US$. The average FY15 rate outlined below was used for nonUS currencies.
| UScurrencies. | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Short Term | Post-Employment | Long | Term | ||||||||||||||
| Base Salary | Annual Incentive | Non Salary Benefits7 |
Superannuation Contributions8 |
Termination Benefits |
Cash Based9 |
Share Based10 | Total | Portion of Remuneration Performance |
|||||||||
| Related | |||||||||||||||||
| MRNicolin1 | |||||||||||||||||
| FY15 | $983,750 | $745,800 | $97,596 | $369,385 | - | $0 | $941,896 | $3,138,427 | 54% | ||||||||
| FY14 | $913,750 | $974,270 | $120,708 | $210,572 | - | $305,938 | $1,154,333 | $3,679,571 | 66% | ||||||||
| NSalmon1 | |||||||||||||||||
| FY15 | $456,500 | $206,736 | $17,790 | $107,645 | - | $62,327 | $345,123 | $1,196,121 | 51% | ||||||||
| FY1413 | $407,121 | $216,216 | $100,000 | $44,940 | - | $70,660 | $309,322 | $1,148,259 | 52% | ||||||||
| SCorriveau1 | |||||||||||||||||
| FY15 | $388,550 | $127,596 | $896,988 | $79,690 | - | $112,278 | $84,758 | $1,689,860 | 19% | ||||||||
| FY14 | $376,250 | $216,600 | $562,228 | $65,006 | - | $221,508 | $115,007 | $1,556,599 | 36% | ||||||||
| PDobbelsteijn | |||||||||||||||||
| FY152 | $411,588 | $147,595 | $99,427 | $55,858 | - | $104,065 | $94,630 | $913,163 | 38% | ||||||||
| FY143,6 | $32,000 | $26,301 | $7,632 | $3,681 | - | $14,783 | $2,366 | $86,763 | 50% | ||||||||
| S Genzer1 | |||||||||||||||||
| FY15 | $399,950 | $106,041 | $0 | $89,137 | - | $108,104 | $82,150 | $785,382 | 38% | ||||||||
| FY14 | $370,000 | $201,115 | $5,103 | $65,418 | - | $207,310 | $107,091 | $956,037 | 54% | ||||||||
| JHeper | |||||||||||||||||
| FY152, 15 | $145,759 | $40,674 | $8,267 | $0 | - | $24,341 | $24,611 | $243,652 | 37% | ||||||||
| FY143 | $0 | $0 | $0 | $0 | - | $0 | $0 | $0 | 0% | ||||||||
| JKubicek1 | |||||||||||||||||
| FY15 | $340,000 | $133,008 | $8,720 | $56,016 | - | $48,162 | $293,162 | $879,068 | 54% | ||||||||
| FY1411 | $113,333 | $65,733 | $0 | $7,367 | - | $15,528 | $99,066 | $301,027 | 60% | ||||||||
| ALopez1 | |||||||||||||||||
| FY15 | $365,750 | $133,041 | $86,211 | $81,679 | - | $104,688 | $78,860 | $850,229 | 37% | ||||||||
| FY14 | $347,500 | $193,725 | $2,250 | $76,281 | - | $209,626 | $107,868 | $937,250 | 55% | ||||||||
| MMattos1 | |||||||||||||||||
| FY15 | $373,854 | $139,312 | $0 | $62,030 | - | $52,411 | $296,970 | $924,577 | 53% | ||||||||
| FY1412 | $123,333 | $71,533 | $0 | $8,017 | - | $17,116 | $100,449 | $320,448 | 59% | ||||||||
| P BCarroll | |||||||||||||||||
| FY154 | $38,350 | $0 | $313 | $9,168 | $648,628 | $14,555 | $14,555 | $725,569 | 4% | ||||||||
| FY145,14 | $403,811 | $135,360 | $32,470 | $56,235 | - | $91,489 | $23,963 | $743,328 | 34% | ||||||||
| T Draskovics | |||||||||||||||||
| FY145,16 | $215,500 | $73,550 | $10,699 | $39,788 | - | $92,221 | $18,346 | $450,104 | 41% | ||||||||
| Total | $3,904,051 | $1,779,803 | $1,215,312 | $910,608 | $648,628 | $630,931 | $2,256,715 | $11,346,048 | |||||||||
| Remuneration | |||||||||||||||||
| FY15 | |||||||||||||||||
| Total | $3,302,598 | $2,174,403 | $841,090 | $577,305 | $0 | $1,246,179 | $2,037,811 | $10,179,386 | |||||||||
| Remuneration | |||||||||||||||||
| FY14 |
-
US based officer and/or paid in US dollars.
-
The average exchange rate for FY15 was US$1 = €0.8319.
-
The average exchange rate for FY14 was US$1 = €0.73692.
-
The average exchange rate for FY15 was US$1 = A$1.195.
-
The average exchange rate for FY14 was US$1 = A$1.089.
-
Became a KMP on 1 June 2014 – FY14 remuneration pro-rated from 1 June 2014 to 30 June 2014.
-
Includes the cost to the Company of cash benefits such as motor vehicle, executive expatriation and relocation allowances and executive insurance and a sign-on bonus of $100,000 for N Salmon in FY14.
-
Includes contributions to US benefit or non-qualified pension plans and to an Australian superannuation fund, as applicable.
-
Includes amounts provided in respect of the Company's cash-based LTI Plans.
-
Includes amounts provided in respect of the Company's share-based LTI Plans, including the CEO's and the CFO's Special Long Term Incentive Plans.
-
Appointed to the position of President Single Use GBU effective 1 March 2014.
-
Appointed to the position of Chief Commercial Officer North America and LAC Region effective 1 March 2014.
-
Appointed to the position of Senior Vice President and CFO (Finance and IT) effective 15 July 2013 – above values prorated from that date.
-
Ceased employment 31 July 2014.
-
Appointed as President Sexual Wellness on 10 November 2014 - above values prorated from that date.
-
Ceased being a KMP on 31 March 2014 – above values prorated to that date.
REMUNERATION REPORT 2015 ANSELL LIMITED |
41
3.2 CEO and Senior Executives – Total Realized Remuneration FY15
Section 3.1 provides a breakdown of the CEO and Senior Executive remuneration in accordance with statutory obligations and accounting standards. However, the Board is aware that the format in which the Company is required to present this information may make it difficult for shareholders to understand the total remuneration actually earned as the amounts actually received under performance rights plans may vary from the amount measured and recognized in accordance with statutory requirements and accounting standards. The following table represents non-IFRS information and sets out the value of the cash, benefits, FY15 STI cash payment, FY13 LTI cash payment and the value of the FY13 LTI PSRs which vested in the hands of the CEO and the Senior Executives in relation to FY15. The FY13 PSRs which vest, and for which shares in the Company are granted, are subject to holding restrictions in accordance with the Share Purchasing Policy described in Section 1.1.3. The table excludes the value of performance rights earned under the Special Long Term Incentive Plans on the basis that they do not form part of recurring remuneration. See Sections 2.8 and 2.9 for further details relating to the Special Long Term Incentive Plans of the CEO and CFO.
M R Nicolin
==> picture [473 x 448] intentionally omitted <==
----- Start of picture text -----
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4 ] FY13 LTI Shares [5] Total
$983,750 $466,981 $745,800 $0 $2,718,714 $4,915,245
N Salmon
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4 ] FY13 LTI Shares [5] Total
$456,500 $125,435 $206,736 $0 $0 $788,671
S Corriveau
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$388,550 $976,678 $127,596 $175,000 $287,087 $1,954,911
P Dobbelsteijn
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$411,588 $155,285 $147,595 $125,424 $213,044 $1,052,936
S Genzer
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$399,950 $89,137 $106,041 $162,500 $266,583 $1,024,211
J Heper
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$145,759 $8,267 $40,674 $0 $0 $194,700
J Kubicek
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$340,000 $64,736 $133,008 $0 $0 $537,744
A Lopez
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$365,750 $167,890 $133,041 $165,000 $270,696 $1,102,377
M Mattos
Cash [1] Benefits [2] STI FY15 [3] FY13 LTI Cash [4] FY13 LTI Shares [5] Total
$373,854 $62,030 $139,312 $0 $0 $575,196
----- End of picture text -----
-
Cash includes all of the base salary earned by the individual in FY15 as disclosed in Section 3.1 and in US dollars. For those individuals paid in Euros, the US dollar value is calculated at an average FX rate for FY15 being US$1: €0.8319.
-
Benefits includes all Non Salary Contributions and Superannuation Benefits as disclosed in Section 3.1 and in US dollars. For those individuals paid in Euros, the US dollar value is calculated at an average FX rate for FY15 being US$1: €0.8319.
-
STI FY15 is the actual STI amount which is payable to the individual as disclosed in Section 2.6 and in US dollars. For those individuals paid in Euros, the US dollar value is calculated at an average FX rate for FY15 being US$1: €0.8319.
-
LTI FY13 Cash is actual LTI cash amount which is payable to the individual as disclosed in Section 2.7 and in US dollars. For those individuals paid in Euros, the US dollar value is calculated at an average FX rate for FY15 being US$1: €0.8319.
-
LTI FY13 Shares is the value, in US dollars (at an average FX rate for FY15 being US$1: A$1.195), of the number of PSRs which vested for the FY13 LTI Plan multiplied by the closing price of Ansell Limited shares on the ASX on 5 August 2015, the date on which the HR Committee approved the vesting, being A$25.08. Each individual is subject to holding restrictions on the LTI FY13 Shares as outlined in the Share Purchasing Policy.
REMUNERATION REPORT 2015 ANSELL LIMITED
42
3.3 Equity Instruments
The movement in the number of options, PRs and PSRs over ordinary shares of Ansell Limited by the CEO and Senior Executives.
| Held at 1 July or date appointed |
Held at 1 July or date appointed |
PRs/PSRs granted during the year |
Options exercised/PRs/ PSRs vested during the year |
Options/PRs/ PSRs lapsed/ forfeited during the year |
Held at 30 June | Held at 30 June | ||
|---|---|---|---|---|---|---|---|---|
| Options | ||||||||
| PBCarroll1 | ||||||||
| FY15 | 6,368 | 0 | -6,368 | 0 | 0 | |||
| FY14 | 11,368 | 0 | -5,000 | 0 | 6,368 | |||
| S RCorriveau | ||||||||
| FY15 | 5,000 | 0 | -5,000 | 0 | 0 | |||
| FY14 | 22,222 | 0 | -17,222 | 0 | 5,000 | |||
| PRs | ||||||||
| CEO/Director | ||||||||
| MRNicolin | ||||||||
| FY15 | 129,730 | 0 | -25,373 | 0 | 104,357 | |||
| FY14 | 129,730 | 0 | 0 | 0 | 129,730 | |||
| Senior Executives | ||||||||
| N Salmon | ||||||||
| FY15 | 30,130 | 0 | -14,917 | 0 | 15,213 | |||
| FY14 | 0 | 30,130 | 0 | 0 | 30,130 | |||
| JKubicek | ||||||||
| FY15 | 26,981 | 0 | 0 | 0 | 26,981 | |||
| FY14 | 0 | 26,981 | 0 | 0 | 26,981 | |||
| MMattos | ||||||||
| FY15 | 26,981 | 0 | 0 | 0 | 26,981 | |||
| FY14 | 0 | 26,981 | 0 | 0 | 26,981 | |||
| PSRs | ||||||||
| CEO/Director | ||||||||
| MRNicolin | ||||||||
| FY15 | 475,150 | 225,986 | 0 | 0 | 701,136 | |||
| FY14 | 259,080 | 216,070 | 0 | 0 | 475,150 | |||
| Senior Executives | ||||||||
| N Salmon | ||||||||
| FY15 | 27,962 | 39,868 | 0 | 0 | 67,830 | |||
| FY14 | 0 | 27,962 | 0 | 0 | 27,962 | |||
| P Dobblesteijn | ||||||||
| FY15 | 38,422 | 26,202 | 0 | 0 | 64,624 | |||
| FY14 | 20,302 | 18,120 | 38,422 | |||||
| S Genzer | ||||||||
| FY15 | 47,012 | 22,954 | 0 | 0 | 69,966 | |||
| FY14 | 25,405 | 21,607 | 47,012 | |||||
| J Heper | ||||||||
| FY15 | 0 | 18,424 | 0 | 0 | 18,424 | |||
| FY14 | 0 | 0 | 0 | 0 | 0 | |||
| J Kubicek | ||||||||
| FY15 | 17,957 | 20,538 | 0 | 0 | 38,495 | |||
| FY14 | 0 | 17,957 | 17,957 | |||||
| A Lopez | ||||||||
| FY15 | 47,402 | 21,142 | 0 | 0 | 68,544 | |||
| FY14 | 25,795 | 21,607 | 0 | 0 | 47,402 | |||
| M Mattos | ||||||||
| FY15 | 19,541 | 22,350 | 0 | 0 | 41,891 | |||
| FY14 | 0 | 19,541 | 0 | 19,541 | ||||
| S R Corriveau | ||||||||
| FY15 | 50,555 | 22,954 | 0 | 0 | 73,509 | |||
| FY14 | 27,359 | 23,196 | 0 | 0 | 50,555 | |||
| P B Carroll1 | ||||||||
| FY15 | 34,386 | 0 | 0 | 0 | 34,386 | |||
| FY14 | 19,238 | 15,148 | 0 | 0 | 34,386 | |||
| T Draskovics2 | ||||||||
| FY14 | 19,542 | 17,794 | 0 | 0 | 37,336 |
-
Mr. Carroll ceased to be a KMP on 31 July 2014.
-
Mr. Draskovics ceased to be a KMP on 31 March 2014.
43
3.4 Shareholdings
The movement in the number of shares held by each Key Management Personnel is as follows.
| Held at 1 July |
Purchases | Sales/Other | Sales/Other | Held at 30 June |
% of share ownership goals met |
Target Year to comply |
to comply | Year projected | |
|---|---|---|---|---|---|---|---|---|---|
| Directors | |||||||||
| G L LBarnes | |||||||||
| FY15 | 39,214 | 2,295 | - | 41,509 | 110% | 2023 | 2014 | ||
| FY14 | 25,558 | 13,656 | - | 39,214 | |||||
| R J SBell | |||||||||
| FY15 | 7,939 | 2,629 | - | 10,568 | 65% | 2023 | 2017 | ||
| FY14 | 7,223 | 716 | - | 7,939 | |||||
| J ABevan | |||||||||
| FY15 | 7,705 | 3,615 | - | 11,320 | 70% | 2023 | 2017 | ||
| FY14 | 676 | 7029 | - | 7,705 | |||||
| LDCrandall | |||||||||
| FY15 | 17,433 | 1,152 | - | 18,585 | 124% | 2023 | 2014 | ||
| FY14 | 16,662 | 771 | - | 17,433 | |||||
| W PDay | |||||||||
| FY15 | 14,680 | 2,681 | - | 17,361 | 103% | 2023 | 2015 | ||
| FY14 | 10,850 | 3,830 | - | 14,680 | |||||
| ALo | |||||||||
| FY15 | 1,138 | 1,567 | - | 2,705 | 18% | 2023 | 2022 | ||
| FY14 | 0 | 1,138 | - | 1,138 | |||||
| MTPeterson | |||||||||
| FY15 | 12,064 | 2,832 | - | 14,896 | 85% | 2023 | 2016 | ||
| FY14 | 11,293 | 771 | - | 12,064 | |||||
| MRNicolin | |||||||||
| FY15 | 31,278 | 9,014 | 25,373 | 65,665 | 26% | 2023 | 2016 | ||
| FY14 | 20,042 | 11,236 | - | 31,278 | |||||
| Senior Executives | |||||||||
| N Salmon | |||||||||
| FY15 | 0 | 0 | 14,917 | 14,917 | 25% | 2023 | 2020 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| SCorriveau | |||||||||
| FY15 | 27,120 | 5,512 | - | 32,632 | 66% | 2023 | 2020 | ||
| FY14 | 22,064 | 22,278 | -17,222 | 27,120 | |||||
| PDobbelsteijn | |||||||||
| FY15 | 0 | 5,308 | - | 5,308 | 10% | 2023 | 2019 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| SGenzer | |||||||||
| FY15 | 0 | 6,493 | - | 6,493 | 13% | 2023 | 2020 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| JHeper1 | |||||||||
| FY15 | 0 | 0 | - | 0 | 0% | 2024 | 2020 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| JKubicek | |||||||||
| FY15 | 0 | 30,000 | - | 30,000 | 69% | 2024 | 2017 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| ALopez | |||||||||
| FY15 | 0 | 2,885 | - | 2,885 | 6% | 2023 | 2022 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| MMattos | |||||||||
| FY15 | 0 | 16,100 | - | 16,100 | 33% | 2024 | 2017 | ||
| FY14 | 0 | 0 | - | 0 | |||||
| P BCarroll2 | |||||||||
| FY15 | 21,815 | 0 | 6,621 | 28,436 | n/a | n/a | n/a | ||
| FY14 | 17,584 | 9,231 | -5,000 | 21,815 | |||||
| T Draskovics3 | |||||||||
| FY14 | 0 | 0 | - | 0 | n/a | n/a | n/a |
-
Mr. Heper commenced as a KMP on 10 November 2014.
-
Mr. Carroll ceased to be a KMP on 31 July 2014.
-
Mr. Draskovics ceased to be a KMP on 31 March 2014.
| ANSELL LIMITED REMUNERATION REPORT 2015
44
3.5 Non-executive Director Remuneration
| 3.5 Non-executive Director Remuneration | |||
|---|---|---|---|
| Superannuation | |||
| **Fees1 ** | Contributions | Total | |
| $ | $ | $ | |
| GL L Barnes | |||
| 2015 | 308,622 | 0 | 308,622 |
| 2014 | 303,281 | 0 | 303,281 |
| R J SBell | |||
| 2015 | 139,293 | 2,125 | 141,418 |
| 2014 | 142,699 | 3,836 | 146,535 |
| JA Bevan | |||
| 2015 | 129,150 | 12,269 | 141,419 |
| 2014 | 130,702 | 12,090 | 142,792 |
| L DCrandall | |||
| 2015 | 150,007 | 2,325 | 152,332 |
| 2014 | 163,457 | 4,043 | 167,500 |
| WPDay | |||
| 2015 | 144,100 | 13,689 | 157,789 |
| 2014 | 145,831 | 13,489 | 159,320 |
| A H Lo | |||
| 2015 | 139,272 | 2,146 | 141,418 |
| 2014 | 139,681 | 3,819 | 143,500 |
| M T Peterson | |||
| 2015 | 150,011 | 2,167 | 152,178 |
| 2014 | 162,433 | 4,052 | 166,485 |
| Total Non-executive Directors remuneration | |||
| 2015 | 1,160,455 | 34,721 | 1,195,176 |
| 2014 | 1,188,084 | 41,329 | 1,229,413 |
- Calculated at an average USD/AUD being US$1: A$1.195 and USD/GBP rate being US$1:GBP 0.6347.
3.6 Non-executive Director Share Plan
| 3.6 Non-executive Director Share Plan | |
|---|---|
| FY15 | Number of Shares Purchased |
| G L L Barnes | 1,870 |
| R J S Bell | 2,170 |
| J A Bevan | 868 |
| L D Crandall | 935 |
| W P Day | 1,205 |
| A H Lo | 868 |
| M T Peterson | 2,337 |
REMUNERATION REPORT 2015 ANSELL LIMITED |
45
3.7 Information on service contracts
The remuneration and other terms of employment for the CEO and 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 in Section 1.3.3), other benefits, and participation, where eligible, in the Company’s long term incentive arrangements (as described in Section 1.3.3).
Chief Executive Officer
The CEO, M Nicolin, is a Belgium based executive whose services are engaged by the Company under an agreement which:
-
does not specify a fixed term of engagement;
-
provides that the Company may terminate the CEO’s engagement upon giving 12 months’ notice or payment in lieu, and may terminate immediately in the case of willful 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 termination of services; 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 engagement for any reason.
The agreement entered into with the CEO has been drafted to comply with the Corporations Act regarding the payment of benefits on termination.
Other Key Management Personnel – current Senior Executives
S Corriveau, S Genzer and N Salmon, who are based in the United States, and A Lopez, who is seconded to the Company’s office in Brussels, are employed ‘at will’ and as such, their service agreement does not specify a fixed term of employment.
P Dobbelsteijn is a Belgium and Netherlands based executive whose services are engaged by the Company for an unlimited duration. He is eligible for severance benefits upon termination by the Company (other than for gross misconduct) equal to 12 months’ base salary plus certain other contractual entitlements. He is required to give the Company three months’ prior notice of resignation.
J Heper is a Belgium based executive who is employed by the Company for an unlimited duration. He is eligible for severance benefits upon termination by the Company and is required to give notice to the Company if he wishes to resign in accordance with applicable Belgian laws and regulations.
M Mattos and J Kubicek are employed under agreements entered into at the time of Ansell’s acquisition of the BarrierSafe Solutions International business in January 2014. These employment agreements have a fixed twoyear term through January 2, 2016, after which time their employment would continue (if at all) on an ‘at-will’ basis. In the event either agreement is terminated by Ansell prior to January 2, 2016 (other than with cause), such employee would receive severance benefits payments including: (1) an amount (paid in equal installments) equal to the greater of (a) the portion of his salary amount which would have otherwise been earned over the remainder of the 2-year period but for the early termination, or (b) his annual salary amount; and (2) a retention bonus, in the form of Ansell Limited shares valued at US$500,000.
The Board believes that the termination conditions agreed with the CEO and Senior Executives are reasonable and mutually beneficial for the Company and the executives involved.
| ANSELL LIMITED REMUNERATION REPORT 2015
46
3.8 Remuneration Consultants
During the FY15 the following key services were provided by Aon Hewitt:
-
Benchmarking, advice and assistance in relation to the review of remuneration arrangements for KMP including the Board, CEO and designated Senior Executives;
-
Advice and assistance with the Remuneration Report; and
-
Ad-hoc advice and information as requested in relation to market practice and trends, regulatory developments and shareholder/ proxy adviser views.
Aon Hewitt provided a declaration to the Human Resources Committee confirming that the advice provided on KMP remuneration arrangements were made free from undue influence from any member of the Company’s KMP and the Board is satisfied that requisite processes and structure are in place from a compliance perspective. The fees paid to Aon Hewitt for their advice and remuneration recommendations were A$63,739.
Under the STI and LTI Plan rules, it is strictly prohibited to hedge or to use any other instrument to affect the value of particular holdings which the individual holds or has been granted.
3.10 Recommendations from Annual General Meeting
During the 2014 Annual General Meeting, feedback was provided in relation to the 2014 Remuneration Report. This feedback included requests for greater transparency on the manner in which STI and LTI is calculated and the outcomes determined; information on the manner in which base salary is calculated including with reference to industry benchmarks or peers; and rationale for salary increases above market rates for the CEO or KMP. We have tried to incorporate each concern in the present Report by providing enhanced or additional disclosure as is found throughout this Report.
3.9 Monitoring of performance including
insider trading/derivatives policy
Ansell has a Share Trading Policy which prohibits certain individuals within the Company, including the KMP, from trading Ansell shares other than during specified trading windows or in accordance with the Voluntary Share Plan. All KMP are required to declare to either the CEO (for management) or the Chairman (for Non-executive Directors) and the Company Secretary any share trades into which they enter during trading windows for the purpose of disclosure on the ASX.
REMUNERATION REPORT 2015 ANSELL LIMITED |
47
3.11 Glossary
APAC means the Asia Pacific Region.
ASX Listing Rules means the rules issued by the Australian Securities Exchange which govern the admission and on-going listing of Ansell on the Australian Securities Exchange.
Beta means a beta which is calculated in Australian dollars against peer Australian-dollar denominated companies in the ASX/S&P 100.
Board means the Board of Ansell Limited.
CAGR means Compound Annual Growth Rate which is the year-over-year growth rate of an investment over a specified period of time.
Corporations Act means the Corporations Act 2001 (Cth).
EBIT means all profits of Ansell before taking into account interest payments and income taxes.
EMEA means Europe, Middle East and Africa.
EPS means Earnings Per Share which means the portion of Ansell’s profit which is allocated to each outstanding ordinary fully-paid share.
FY14 means the 2015 financial year commencing on 1 July 2013 and ended on 30 June 2014.
FY15 means the 2015 financial year commencing on 1 July 2014 and ended on 30 June 2015.
Governance Committee means the Governance Committee of Ansell Limited.
HR Committee means the Human Resources Committee of Ansell Limited.
KMP means Key Management Personnel. This is a term used in the Corporations Act to describe managers in Ansell who have authority and responsibility for planning, directing and controlling the activities of Ansell whether directly or indirectly. Each of the Key Management Personnel named in this REM Report have been determined by the Board to have such capacity.
LAC means the Latin America and Caribbean Region.
LTI means Long Term Incentive (see below for details).
Long Term Incentive mean the Ansell Long Term Incentive Plan which is subject to the rules of the Ansell Long Term Incentive Plan as periodically approved by the Board.
NRE means the Nomination, Remuneration and Evaluation Committee of Ansell Limited, now the HR Committee.
Profit Attributable means those profits of the Company which are available to the shareholders for distribution after deduction of tax and certain other provisions.
Realised Remuneration is non IFRS information that includes value of cash, benefits, FY15 STI cash payments, FY13 LTI cash payments and the value of FY13 LTI PSR’s which vested in the hands of the CEO and the Senior Executives in relation to FY15. It excludes the value of performance rights earned under any special incentive plans (on the basis that they do not form part of recurring remuneration).
REM Report means this Remuneration Report, prepared in conjunction with the requirements of the Corporations Act and the ASX Listing Rules.
ROE means Return on Equity which is the amount of net income returned as a percentage of shareholders equity.
Senior Executives means the group of people who are KMP but are not Non-executive Directors or the CEO.
STI means Short Term Incentive (see below for further explanation).
Short Term Incentive Plan means the Ansell Short Term Incentive Plan which is subject to the rules of the Ansell Short Term Incentive Plan as periodically approved by the Board.
TSR means Total Shareholder Return which means the total financial return which an investor receives from holding shares in Ansell, assuming dividends paid are reinvested in Ansell shares.
TSR (A$) means the Total Shareholder Return calculated in Australian dollars. This measure is more meaningful to Australian shareholders as there is no impact on the TSR measure from the exchange rate difference between the Australian and the US dollar.
TSR (US$) means Total Shareholder Return calculated in US dollars.
Underlying means, in connection with Underlying EPS and Underlying Profit Attributable, the respective EPS or Profit Attributable which is adjusted to exclude certain items (which might relate to one-off or extraordinary items). The exclusion of any items from the underlying result is approved by Ansell’s Board. The Underlying measure may also be used in connection with the calculation of the vesting of the LTI Plan.
WACC means the Weighted Average Cost of Capital which is a calculation of the average cost to Ansell of the debt and equity capital employed in the business.
REMUNERATION REPORT 2015 ANSELL LIMITED
48
==> picture [596 x 654] intentionally omitted <==
==> picture [35 x 33] intentionally omitted <==
FINANCIAL REPORT 2015
Ansell Limited and Subsidiaries
Financial Statements - 30 June 2015
Table of Contents:
l Statements - 30 June 2015 |
|||
|---|---|---|---|
| tents: | Page | ||
| Income Statement………………………………………………………………………………………………… | 2 | ||
| Statement of Comprehensive Income…………………………………………………………………………… | 3 | ||
| Balance Sheet……………………………………………………………………………………………………… | 4 | ||
| Statement of Changes in Equity………………………………………………………………………………… | 5 | ||
| Cash Flow Statement……………………………………………………………………………………………… | 7 | ||
| Notes to the Financial Statements:……………………………………………………………………………… | 8 | ||
| Note: 1 Summary of significant accounting policies …………………………………… | 8 | ||
| 2 Segment information ………………………………………………………… | 11 | ||
| 3 Profit before income tax ……………………………………………………… | 12 | ||
| 4 Income tax …………………………………………………………………… | 14 | ||
| 5 Earnings per share ……………………………………………………………… | 17 | ||
| 6 Cash and cash equivalents …………………………………………………… | 18 | ||
| 7 Working capital ………………………………………………………………… | 19 | ||
| 8 Property, plant and equipment ………………………………………………… | 21 | ||
| 9 Intangible assets ……………………………………………………………… | 22 | ||
| 10 Interest bearing liabilities ……………………………………………………… | 24 | ||
| 11 Provisions ……………………………………………………………………… | 26 | ||
| 12 Retirement benefit obligations ………………………………………………… | 27 | ||
| 13 Issued capital and reserves …………………………………………………… | 28 | ||
| 14 Dividends paid or declared …………………………………………………… | 29 | ||
| 15 Financial risk management …………………………………………………… | 30 | ||
| 16 Expenditure commitments …………………………………………………… | 35 | ||
| 17 Particulars relating to subsidiaries …………………………………………… | 36 | ||
| 18 Acquisition of businesses and subsidiaries …………………………………… | 39 | ||
| 19 Parent entity disclosures ……………………………………………………… | 41 | ||
| 20 Related party disclosures ……………………………………………………… | 41 | ||
| 21 Ownership-based remuneration schemes …………………………………… | 42 | ||
| 22 Auditors remuneration ………………………………………………………… | 42 | ||
| Directors' Declaration…………………………………………………………………………………………… | 43 | ||
| Independent Audit Report………………………………………………………………………………………… | 44 |
1
Consolidated Income Statement
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | US$m | US$m | |
| Revenue | |||
| Sales revenue | 1,645.1 | 1,590.2 | |
| Expenses | |||
| Cost of goods sold including restructuring and asset impairments | 3(b) | (949.0) | (946.7) |
| Distribution | (73.9) | (74.9) | |
| Selling, general and administration includingrestructuringand asset impairments | 3(b) | (376.9) | (485.1) |
| Total expenses, excluding financing costs | (1,399.8) | (1,506.7) | |
| Net financingcosts | 3(a) | (21.5) | (18.2) |
| Profit before income tax | 223.8 | 65.3 | |
| Income tax expense | 4(a) | (34.7) | (20.9) |
| Profit for theperiod | 189.1 | 44.4 | |
| Profit for the period is attributable to: | |||
| Ansell Limited shareholders | 187.5 | 41.8 | |
| Non-controlling interests | 1.6 | 2.6 | |
| Profit for theperiod | 189.1 | 44.4 | |
| Earnings per share is based on profit attributable to Ansell Limited shareholders: | |||
| 2015 | 2014 | ||
| US cents | US cents | ||
| Basic earnings per share | 5 | 122.5 | 29.3 |
| Diluted earnings per share | 5 | 121.4 | 29.1 |
The above consolidated income statement should be read in conjunction with the accompanying notes.
2
Consolidated Statement of Comprehensive Income
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| of Ansell Limited and Subsidiaries for the year ended 30 June 2015 | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Profit for the period | 189.1 | 44.4 |
| Other comprehensive income | ||
| Items that will not be reclassified to the income statement: | ||
| Retained earnings | ||
| Remeasurement of defined benefit superannuation/post retirement health benefit plans | (3.0) | 4.5 |
| Fair value reserve | ||
| Change in fair value of financial assets | 7.6 | 1.2 |
| Tax expense on items that will not be reclassified to the income statement | (1.5) | (1.6) |
| Total items that will not be reclassified to the income statement | 3.1 | 4.1 |
| Items that may subsequently be reclassified to the income statement: | ||
| Foreign currency translation reserve | ||
| Net exchange differences on translation of financial statements of foreign subsidiaries | (115.4) | 2.8 |
| Hedging reserve | ||
| Net movement in effective hedges for the year | 5.7 | 5.1 |
| Tax expense on items that maysubsequentlybe transferred to the income statement | (0.2) | (0.4) |
| Total items that may subsequently be reclassified to the income statement | (109.9) | 7.5 |
| Other comprehensive income for theperiod, net of tax | (106.8) | 11.6 |
| Total comprehensive income for theperiod | 82.3 | 56.0 |
| Attributable to: | ||
| Ansell Limited shareholders | 82.2 | 53.6 |
| Non-controllinginterests | 0.1 | 2.4 |
| Total comprehensive income for the period | 82.3 | 56.0 |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
3
Consolidated Balance Sheet
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | US$m | US$m | |
| Current Assets | |||
| Cash and cash equivalents | 6(a) | 281.4 | 324.2 |
| Trade and other receivables | 7(a) | 241.3 | 276.7 |
| Derivative financial instruments | 15(c) | 18.6 | 6.0 |
| Inventories | 7(b) | 339.6 | 311.5 |
| Other current assets | 16.6 | 13.2 | |
| Total Current Assets | 897.5 | 931.6 | |
| Non-Current Assets | |||
| Trade and other receivables | 2.8 | 3.1 | |
| Derivative financial instruments | 15(c) | 3.1 | 2.3 |
| Investments | - | 3.7 | |
| Property, plant and equipment | 8 | 231.2 | 206.1 |
| Intangible assets | 9 | 1,116.0 | 1,067.7 |
| Deferred tax assets | 4(b) | 101.2 | 122.7 |
| Other non-current assets | 24.6 | 22.7 | |
| Total Non-Current Assets | 1,478.9 | 1,428.3 | |
| Total Assets | 2,376.4 | 2,359.9 | |
| Current Liabilities | |||
| Trade and other payables | 7(c) | 229.7 | 237.0 |
| Derivative financial instruments | 15(d) | 13.8 | 5.6 |
| Interest bearing liabilities | 10 | 7.1 | 14.4 |
| Provisions | 11 | 62.8 | 87.5 |
| Current tax liabilities | 15.7 | 20.7 | |
| Total Current Liabilities | 329.1 | 365.2 | |
| Non-Current Liabilities | |||
| Trade and other payables | 7.1 | 7.6 | |
| Derivative financial instruments | 15(d) | 2.1 | 3.0 |
| Interest bearing liabilities | 10 | 734.0 | 720.4 |
| Provisions | 11 | 14.7 | 11.8 |
| Retirement benefit obligations | 12 | 18.1 | 16.2 |
| Deferred tax liabilities | 4(c) | 84.4 | 75.5 |
| Other non-current liabilities | 20.3 | 19.7 | |
| Total Non-Current Liabilities | 880.7 | 854.2 | |
| Total Liabilities | 1,209.8 | 1,219.4 | |
| Net Assets | 1,166.6 | 1,140.5 | |
| Equity | |||
| Issued capital | 13(a) | 1,229.6 | 1,226.8 |
| Reserves | (49.3) | 49.4 | |
| Accumulated losses | (28.5) | (151.2) | |
| Total equity attributable to Ansell Limited shareholders | 1,151.8 | 1,125.0 | |
| Non-controllinginterests | 14.8 | 15.5 | |
| Total Equity | 1,166.6 | 1,140.5 |
The above consolidated balance sheet should be read in conjunction with the accompanying notes.
4
Consolidated Statement of Changes in Equity
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| of Ansell Limited and Subsidiaries for the year ended 30 June 2015 | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Total Equity | ||
| Balance at the beginning of the financial year | 1,140.5 | 773.5 |
| Total comprehensive income for the period attributable to: | ||
| Ansell Limited shareholders | 82.2 | 53.6 |
| Non-controlling interests | 0.1 | 2.4 |
| Transactions with owners attributable to Ansell Limited shareholders: | ||
| Additional shares issued | - | 359.0 |
| Shares issued under dividend reinvestment plan | 2.3 | 2.9 |
| Conversion of Executive Share Plan shares to fully paid and exercise of options | 0.5 | 0.3 |
| Share-based payments reserve | 3.8 | 3.2 |
| Dividends | (62.0) | (52.0) |
| Transactions with owners attributable to non-controlling interests: | ||
| Dividends | (0.8) | (2.4) |
| Total Equity at the end of the financial year | 1,166.6 | 1,140.5 |
| Share Capital | ||
| Balance at the beginning of the financial year | 1,226.8 | 864.6 |
| Transactions with owners as owners: | ||
| Additional shares issued | - | 359.0 |
| Shares issued under dividend reinvestment plan | 2.3 | 2.9 |
| Conversion of Executive Share Plan shares to fully paid and exercise of options | 0.5 | 0.3 |
| Balance at the end of the financial year | 1,229.6 | 1,226.8 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
5
Consolidated Statement of Changes in Equity (continued)
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| of Ansell Limited and Subsidiaries for the year ended 30 June 2015 | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Reserves | ||
| Share-Based Payments Reserve | ||
| Balance at the beginning of the financial year | 41.4 | 38.2 |
| Transactions with owners as owners: | ||
| Charge to the income statement | 3.8 | 3.2 |
| Balance at the end of the financialyear | 45.2 | 41.4 |
| Hedging Reserve | ||
| Balance at the beginning of the financial year | (0.8) | (5.5) |
| Comprehensive income for the period: | ||
| Net movement in effective hedges | 5.5 | 4.7 |
| Balance at the end of the financialyear | 4.7 | (0.8) |
| General Reserve | ||
| Balance at the beginning of the financial year | 10.8 | 10.2 |
| Transfer from accumulated losses | 0.8 | 0.6 |
| Balance at the end of the financialyear | 11.6 | 10.8 |
| Foreign Currency Translation Reserve | ||
| Balance at the beginning of the financial year | 11.4 | 8.4 |
| Comprehensive income for the period: | ||
| Net exchange differences on translation of financial statements of foreign subsidiaries | (113.9) | 3.0 |
| Balance at the end of the financialyear | (102.5) | 11.4 |
| Transactions with Non-Controlling Interests | ||
| Balance at the beginning of the financial year | (10.9) | (10.9) |
| Transactions with owners as owners: | ||
| Acquisition of non-controllinginterests | - | - |
| Balance at the end of the financialyear | (10.9) | (10.9) |
| Fair Value Reserve | ||
| Balance at the beginning of the financial year | (2.5) | (3.3) |
| Comprehensive income for the period: | ||
| Change in fair value of financial assets | 5.1 | 0.8 |
| Balance at the end of the financialyear | 2.6 | (2.5) |
| Total Reserves at the end of the financialyear | (49.3) | 49.4 |
| Accumulated Losses | ||
| Balance at the beginning of the financial year | (151.2) | (143.7) |
| Transfer to reserves | (0.8) | (0.6) |
| Comprehensive income for the period: | ||
| Net profit attributable to Ansell Limited shareholders | 187.5 | 41.8 |
| Remeasurement of defined benefit superannuation/post retirement health benefit plans net of tax | (2.0) | 3.3 |
| Dividendspaid | (62.0) | (52.0) |
| Balance at the end of the financialyear | (28.5) | (151.2) |
The adove consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
6
Consolidated Statement of Cash Flows
of Ansell Limited and Subsidiaries for the year ended 30 June 2015
| 2015 | 2014 | ||
|---|---|---|---|
| Note | US$m | US$m | |
| Cash Flows Related to Operating Activities | |||
| Receipts from customers | 1,685.4 | 1,576.2 | |
| Payments to suppliers and employees | (1,463.2) | (1,327.9) | |
| Net receipts from operations | 222.2 | 248.3 | |
| Income taxespaid | (22.7) | (27.4) | |
| Net Cash Provided by Operating Activities | 6(b) | 199.5 | 220.9 |
| Cash Flows Related to Investing Activities | |||
| Payments for businesses, net of cash acquired | 18 | (107.2) | (641.3) |
| Payments for property, plant, equipment and intangible assets | (84.3) | (53.0) | |
| Proceeds from sale of business/subsidiary | - | 14.6 | |
| Proceeds from sale of property, plant and equipment | 22.5 | 5.8 | |
| Proceeds from sale of other investments | 11.6 | - | |
| Net Cash Used in Investing Activities | (157.4) | (673.9) | |
| Cash Flows Related to Financing Activities | |||
| Proceeds from borrowings | 131.3 | 636.8 | |
| Repayments of borrowings | (92.8) | (462.6) | |
| Net proceeds from borrowings | 38.5 | 174.2 | |
| Proceeds from issues of shares | 0.5 | 359.3 | |
| Dividends paid - Ansell Limited shareholders | (59.7) | (49.1) | |
| Dividends paid - Non-controlling interests | (0.8) | (2.4) | |
| Interest received | 3(a) | 5.2 | 7.6 |
| Interest and financingcostspaid | (26.5) | (24.9) | |
| Net Cash(Used in)/Provided by Financing Activities | (42.8) | 464.7 | |
| Net (decrease)/increase in cash and cash equivalents | (0.7) | 11.7 | |
| Cash and cash equivalents at the beginning of the financial year | 324.2 | 309.2 | |
| Effect of exchange rate changes on the balances of cash and cash equivalents held in | |||
| foreign currencies at the beginningof the financialyear | (42.1) | 3.3 | |
| Cash and Cash Equivalents at the End of the Financial Year | 6(a) | 281.4 | 324.2 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
7
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 (GBUs):
-
Industrial GBU: multi use hand, foot and body protection solutions for industrial worker environments and specialty applications.
-
Medical GBU: surgical and examination gloves, healthcare safety devices and active infection prevention products for healthcare professionals and patients.
-
Sexual Wellness GBU: condoms, lubricants and devices.
-
Single Use GBU: single use industrial application gloves.
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 10 August 2015.
Basis of Accounting
The financial report is presented in United States 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.
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.
Changes in Accounting Policies
The Group has adopted the following new standards and amendments to standards effective 1 July 2014:
-
AASB 2013-3 Amendments to AASB 136 - Recoverable Amount Disclosures for Non-Financial Assets
-
AASB 2013-4 Amendments to Australian Accounting Standards - Novation of Derivatives and Continuation of Hedge Accounting
-
AASB 2014-1 Amendments to Australian Accounting Standards
The adoption of the above standards has not had a significant impact on the results of the Group for the year ended 30 June 2015 or the comparative period.
The group also elected to adopt the following two standards early:
-
Amendments made to Australian Accounting Standards by AASB 2015-1 (Improvements 2012-2014 cycle)
-
Amendments made to AASB 101 by AASB 2015 (Disclosure initiative)
These amendments are clarification to the existing requirements, and do not affect the Group’s accounting policies or any of the disclosures.
8
Notes to the Financial Statements
1. Summary of Significant Accounting Policies (continued)
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.
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; and
-
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.
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.
9
Notes to the Financial Statements
1. Summary of Significant Accounting Policies (continued)
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:
Business combinations
A business acquisition requires judgement with respect to the determination of the fair value of purchase consideration given and the fair value of identifiable assets and liabilities acquired. Many of these assets and liabilities either given up or acquired are not normally traded in active markets, and thus management judgement is required in determining their fair values. Management judgement is also required in ascertaining the assets and liabilities which should be recognised, in particular with respect to intangible assets such as brand names, customer relationships, patents and trademarks and contingent liabilities.
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 and bad or doubtful receivables. The actual level of obsolete or slow moving inventories and bad or doubtful receivables 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 9.
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 12.
Other accounting policies
Other accounting policies that summarise the measurement basis used and are relevant to an understanding of the financial statements are provided throughout the notes to the financial statements.
10
Notes to the Financial Statements
2. Segment Information
The Group comprises the following main operating segments:
Industrial GBU: multi use hand, foot and body protection solutions for industrial worker environments and specialty applications.
Medical GBU: surgical and examination gloves, healthcare safety devices and active infection prevention products for healthcare professionals and patients. Sexual Wellness GBU: condoms, lubricants and devices.
Single Use GBU: single use industrial application gloves.
| Single Use GBU:single use industrial application gloves. | |||||||
|---|---|---|---|---|---|---|---|
| Operating Segments | |||||||
| Industrial | Medical | Single Use | Sexual Wellness |
Total Segments | Corporate | Total Group | |
| US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| Year ended 30 June 2015 | |||||||
| Sales Revenue | 668.5 | 447.2 | 312.4 | 217.0 | 1,645.1 | - | 1,645.1 |
| Profit/(loss) before restructuring, asset impairments and net financing costs | |||||||
| and income tax expense | 92.7 | 70.6 | 59.7 | 26.1 | 249.1 | (5.8) | 243.3 |
| Restructuring and asset impairments | (7.9) | (0.4) | (0.1) | (4.8) | (13.2) | 15.2 | 2.0 |
| Net financingcosts | (21.5) | (21.5) | |||||
| Profit before income tax expense | 84.8 | 70.2 | 59.6 | 21.3 | 235.9 | (12.1) | 223.8 |
| Income tax expense | (34.7) | (34.7) | |||||
| Profit after income tax | 84.8 | 70.2 | 59.6 | 21.3 | 235.9 | (46.8) | 189.1 |
| Non-controllinginterests | (1.6) | (1.6) | |||||
| Netprofit attributable to Ansell Limited shareholders | 84.8 | 70.2 | 59.6 | 21.3 | 235.9 | (48.4) | 187.5 |
| - | |||||||
| Segment assets | 772.0 | 466.2 | 475.0 | 199.8 | 1,913.0 | 463.4 | 2,376.4 |
| Segment liabilities | 106.4 | 98.2 | 26.3 | 45.0 | 275.9 | 933.9 | 1,209.8 |
| Segment depreciation and amortisation | 14.5 | 8.6 | 4.8 | 3.9 | 31.8 | 3.6 | 35.4 |
| Segment capital expenditure | 30.7 | 20.9 | 6.9 | 12.8 | 71.3 | 13.0 | 84.3 |
| Year ended 30 June 2014 | |||||||
| Sales Revenue | 716.5 | 419.9 | 241.1 | 212.7 | 1,590.2 | - | 1,590.2 |
| Profit/(loss) before restructuring, asset impairments and net financing costs | |||||||
| and income tax expense | 93.6 | 57.5 | 32.2 | 25.0 | 208.3 | (1.8) | 206.5 |
| Restructuring and asset impairments | (67.6) | (24.1) | (3.3) | (2.1) | (97.1) | (25.9) | (123.0) |
| Net financingcosts | (18.2) | (18.2) | |||||
| Profit before income tax expense | 26.0 | 33.4 | 28.9 | 22.9 | 111.2 | (45.9) | 65.3 |
| Income tax expense | (20.9) | (20.9) | |||||
| Profit after income tax | 26.0 | 33.4 | 28.9 | 22.9 | 111.2 | (66.8) | 44.4 |
| Non-controllinginterests | (2.6) | (2.6) | |||||
| Netprofit attributable to Ansell Limited shareholders | 26.0 | 33.4 | 28.9 | 22.9 | 111.2 | (69.4) | 41.8 |
| - | |||||||
| Segment assets | 677.9 | 464.8 | 492.7 | 207.6 | 1,843.0 | 516.9 | 2,359.9 |
| Segment liabilities | 131.9 | 85.1 | 36.1 | 45.4 | 298.5 | 920.9 | 1,219.4 |
| Segment depreciation and amortisation | 15.7 | 8.4 | 2.6 | 3.5 | 30.2 | 5.0 | 35.2 |
| Segment capital expenditure | 32.5 | 7.3 | 0.5 | 6.4 | 46.7 | 6.3 | 53.0 |
11
Notes to the Financial Statements
2. Segment Information (continued)
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, brand names and other intangibles per Note 9) are allocated to the geographical regions in which the assets are locate
Asia Pacific: manufacturing facilities in Malaysia, Thailand, India, Sri Lanka, South Korea, China and Vietnam and sales activity. Europe, Middle East and Africa: manufacturing facilities in Lithuania and Portugal and sales activity. Latin America and Caribbean: manufacturing facilities in Brazil and sales activity. North America: manufacturing facilities in USA and Mexico and sales activity.
| Regions Asia Pacific Europe, Middle East and Africa Latin America and Carribean North America Total Regions |
2015 2014 2015 2014 US$m US$m US$m US$m 273.8 262.7 343.7 321.0 557.9 637.8 222.9 218.1 104.5 111.7 51.2 66.3 708.9 578.0 232.0 219.7 Sales Revenue Regional Assets |
|---|---|
| 1,645.1 1,590.2 849.8 825.1 |
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:
| (reported within the Asia Pacific region) are as follows: | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Operating Revenue | 114.1 | 115.9 |
| Assets Employed | 46.6 | 54.3 |
3. Profit Before Income Tax
| 2015 | 2014 | |
|---|---|---|
| US$m | US$m | |
| 3(a). Profit before income tax has been arrived at after charging/(crediting) the following items: | ||
| Interest expense | 24.1 | 22.1 |
| Other financing costs | 2.6 | 3.7 |
| Interest income | (5.2) | (7.6) |
| Net financing costs | 21.5 | 18.2 |
| Research and development costs as incurred | 11.7 | 12.7 |
| Previouslycapitalised development costs written off | 0.4 | 0.4 |
| Research and development costs | 12.1 | 13.1 |
| Bad debts written off | 0.3 | 0.4 |
| Provision for impairment of trade receivables - recognised(excludingamout included in 3(b)) | - | 1.0 |
| Net bad debts expense andprovision for impairment of trade debtors | 0.3 | 1.4 |
| Wages and salaries | 236.0 | 227.0 |
| Increase in provision for employee entitlements | 14.8 | 15.5 |
| Defined contribution superannuation plan expense | 11.9 | 9.5 |
| Defined benefit superannuation plan expense | 2.3 | 3.3 |
| Equitysettled share-basedpayments expense | 3.8 | 3.2 |
| Employee benefits expense | 268.8 | 258.5 |
12
Notes to the Financial Statements
3. Profit Before Income Tax (continued)
| 3. Profit Before Income Tax (continued) | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Net foreign exchange (gains)/losses | (19.6) | 11.3 |
| Loss on the sale of property, plant and equipment (excluding amount included in 3(b) below) | 0.2 | 0.5 |
| Gain on the sale of businesses/subsidiaries | - | (10.4) |
| Reversal of acquisition related earnout accrual | - | (8.4) |
| Operating lease rentals | 27.2 | 28.4 |
| Write-down in value of inventories | 4.0 | 3.2 |
| 3(b). Restructuring and asset impairments (i) | ||
|---|---|---|
| Cost of goods sold | ||
| Restructuring | 1.2 | 10.7 |
| Asset impairment - goodwill | - | 5.7 |
| Asset impairment - inventory | - | 4.0 |
| Asset impairment -property,plant and equipment | 4.0 | 1.1 |
| Total restructuringand asset impairments in cost ofgoods sold | 5.2 | 21.5 |
| Selling, general and administration | ||
| Restructuring | 10.0 | 13.0 |
| Gain on the sale of property, plant and equipment(ii) | (17.8) | - |
| Asset impairment - other | 0.5 | - |
| Asset impairment - property, plant and equipment | 0.1 | - |
| Asset impairment - intangible assets | - | 88.5 |
| Total restructuringand asset impairments in selling,general and adminstration | (7.2) | 101.5 |
| Total restructuring and asset impairments | (2.0) | 123.0 |
(i) Restructuring and asset impairments
On 30 June 2014, an organisational restructure program was announced to accelerate the delivery of the company's supply chain efficiency strategy, the Group's brand, product and entity rationalisation strategy and a revised ERP implementation strategy. Further initiatives to drive performance improvement as part of the ongoing strategic focus on operating efficiency were announced on 29 June 2015.
(ii) Gain on sale of property, plant and equipment
The completion of the sale of the Shah Alam property on 20 March 2015, resulted in a gain of $17.8 million, and was part of the restructuring program noted above.
3(c). Recognition and measurement
Sales revenue
Sales revenue is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and allowances. External sales are recognised when the significant risks and rewards of the ownership of the goods have been transferred to the buyer and it can be measured reliably.
13
Notes to the Financial Statements
4. Income Tax
4(a). Income Tax Expense
| 4(a). Income Tax Expense | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Prima facie income tax calculated at 30% (2014: 30%) on profit before income tax | 67.1 | 19.6 |
| Increased taxation arising from: | ||
| Asset impairments | - | 25.0 |
| Restructuring costs | - | 3.9 |
| Reduced taxation arising from: | ||
| Prior year overprovision | (1.6) | |
| Gain on sale of property, plant and equipment | (4.4) | - |
| Investment and export incentive allowances | (2.6) | (2.3) |
| Net lower overseas tax rates | (4.8) | (2.5) |
| Utilisation/recognition of previously unbooked tax losses(i) | (15.5) | (17.9) |
| Otherpermanent differences | (3.5) | (4.9) |
| Income tax expense attributable toprofit before income tax | 34.7 | 20.9 |
| Income tax expense attributable to profit before income tax is made up of: | ||
| Current year income tax | 19.2 | 23.2 |
| Deferred income tax attributable to: | ||
| Increase/(decrease) in deferred tax liability | 6.6 | (2.1) |
| (Increase)/decrease in deferred tax asset | 8.9 | (0.2) |
| 34.7 | 20.9 | |
| (i) Includes additional net booked tax losses of $1.6 million (2014: $5.6 million). | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Income tax benefit/(expense) recognised in other comprehensive income | ||
| Actuarial gain/loss on defined benefit superannuation plans | 1.0 | (1.2) |
| Change in fair value of available for sale financial assets | (2.5) | (0.4) |
| Movement in effective hedges foryear | (0.2) | (0.4) |
| (1.7) | (2.0) |
14
Notes to the Financial Statements
4. Income Tax (continued)
4(b). Deferred Tax Assets
| 4(b). Deferred Tax Assets | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Deferred tax assets arising from: | ||
| Deductible temporary differences | 43.0 | 46.9 |
| Accumulated tax losses | 58.2 | 75.8 |
| 101.2 | 122.7 | |
| Deferred tax assets are attributable to the following: | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Trading stock tax adjustments | 7.3 | 10.4 |
| Provisions | 23.9 | 25.1 |
| Accruals | 2.2 | 3.9 |
| Depreciation of plant and equipment and capital allowances | 0.9 | 0.8 |
| Amortisation of intangible assets | 8.7 | 6.7 |
| Accumulated tax losses | 58.2 | 75.8 |
| Total Deferred Tax Assets | 101.2 | 122.7 |
| Details of the movement in the balance of deferred tax assets are as follows: | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Balance at the beginning of the financial year | 122.7 | 121.2 |
| Over provision of prior year balance | - | 0.1 |
| Entities acquired | - | 2.3 |
| Amount (charged)/credited to the income statement | (8.9) | 0.2 |
| Amount charged to other comprehensive income | (1.7) | (2.0) |
| Net exchange differences on translation of foreign subsidiaries | (10.9) | 0.9 |
| Balance at the end of the financial year | 101.2 | 122.7 |
4(c). Deferred Tax Liabilities
The tax effect of temporary differences that give rise to significant portions of the provision for deferred income tax are presented below:
| 2015 | 2014 | |
|---|---|---|
| US$m | US$m | |
| Depreciation on plant and equipment | 5.1 | 5.4 |
| Amortisation of intangible assets | 78.2 | 68.8 |
| Other | 1.1 | 1.3 |
| Total Deferred Tax Liabilities | 84.4 | 75.5 |
| Details of the movement in the balance of deferred tax liabilities are as follows: | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Balance at the beginning of the financial year | 75.5 | 32.4 |
| Over provision of prior year balance | 0.8 | 0.5 |
| Entities acquired | 2.2 | 44.6 |
| Amount charged/(credited) to the income statement | 6.6 | (2.1) |
| Net exchange differences on translation of foreign subsidiaries | (0.7) | 0.1 |
| Balance at the end of the financial year | 84.4 | 75.5 |
15
Notes to the Financial Statements
4. Income Tax (continued)
4(d). Recognition and measurement
Current tax
Income tax on the profit or loss for the financial year comprises current and deferred tax and is recognised in the income statement. Current tax is the expected tax payable or receivable on taxable income for the financial year, using tax rates enacted or substantively enacted at reporting date, and any adjustments to tax payable or receivable in respect of previous years.
Deferred tax
Deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the balance sheet and their associated tax bases. The amount of deferred tax provided is based on the expected manner of realisation of the asset or settlement of the liability, using tax rates enacted or substantively enacted at reporting date. 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 are reduced to the extent it is no longer probable that the related tax benefit will be realised.
The Group has not recognised the tax value of deferred tax assets in respect of trading tax losses of $21.0 million (2014: $42.4 million) and $118.4 million of capital losses (2014: $144.4 million). Deferred tax assets in respect of these losses have not been recognised as it is not probable that future taxable profits will be available against which these losses can be utilised.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the associated tax is also recognised in other comprehensive income or directly in equity.
16
Notes to the Financial Statements
5. Earnings per Share
| 5. Earnings per Share | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Earnings reconciliation | ||
| Profit for the period | 189.1 | 44.4 |
| Lessprofit for theperiod attributable to non-controllinginterests | (1.6) | (2.6) |
| Basic earnings | 187.5 | 41.8 |
| Diluted earnings | 187.5 | 41.8 |
| No. of Shares | (millions) | |
| Weighted average number of ordinary shares used as the denominator | ||
| Number of ordinary shares for basic earnings per share | 153.1 | 142.6 |
| Effect of partly paid Executive Plan shares, options, Performance Rights (PRs) and Performance | ||
| Share Rights(PSRs) | 1.3 | 1.0 |
| Number of ordinary shares for diluted earnings per share | 154.4 | 143.6 |
Partly paid Executive Plan shares, options, PRs and PSRs have been included in diluted earnings per share in accordance with Accounting Standards.
| 2015 | 2014 | |
|---|---|---|
| US cents | US cents | |
| Earnings per share | ||
| Basic earnings per share | 122.5 | 29.3 |
| Diluted earnings per share | 121.4 | 29.1 |
17
Notes to the Financial Statements
6. Cash and Cash Equivalents
6(a). Cash and Cash Equivalents
| 6(a). Cash and Cash Equivalents | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Cash on hand | 0.2 | 0.2 |
| Cash at bank | 85.9 | 120.2 |
| Short term deposits | 192.3 | 200.2 |
| 278.4 | 320.6 | |
| Restricted deposits | 3.0 | 3.6 |
| Total Cash and Cash Equivalents | 281.4 | 324.2 |
6(b). Reconciliation of net profit after tax to net cash provided by operating activities
| 6(b). Reconciliation of net profit after tax to net cash provided by operating activities | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Profit for the period | 189.1 | 44.4 |
| Add/(less) non-cash items: | ||
| Depreciation | 28.3 | 27.0 |
| Amortisation | 7.1 | 8.2 |
| Impairment - trade receivables | 0.5 | 1.0 |
| Share-based payments expense | 3.8 | 3.2 |
| Restructuring costs | 11.2 | 21.6 |
| Asset impairments | 4.1 | 99.3 |
| Reversal of acquisition related earnout accrual | - | (8.4) |
| Add/(less) items classified as investing/financing activities: | ||
| Interest received | (5.2) | (7.6) |
| Interest and financing costs paid | 26.5 | 24.9 |
| (Gain)/loss on the sale of property, plant and equipment | (17.6) | 0.5 |
| Gain on the sale of businesses/subsidiaries | - | (10.4) |
| Net cash provided by operating activities before change in assets and liabilities | 247.8 | 203.7 |
| Change in assets and liabilities net of effect from acquisitions and disposals of subsidiaries and businesses: | ||
| Decrease/(increase) in trade and other receivables | 29.0 | (14.8) |
| (Increase)/decrease in inventories | (46.9) | 13.9 |
| (Increase)/decrease in other assets | (5.1) | 0.9 |
| (Decrease)/increase in trade and other payables | (17.8) | 5.9 |
| (Decrease)/increase in provisions/other liabilities | (26.6) | 7.9 |
| (Decrease)/increase in retirement benefit obligations | (1.1) | 1.2 |
| Increase/(decrease) in provision for deferred income tax | 7.5 | (1.4) |
| Decrease/(increase) in future income tax benefit | 12.3 | (0.2) |
| Decrease in provision for income tax | (13.2) | (7.1) |
| Other non-cash items(includingforeign currencyimpact) | 13.6 | 10.9 |
| Net cash provided by operating activities | 199.5 | 220.9 |
6(c). Recognition and measurement
Cash at bank and on deposit
Cash and cash equivalents includes cash on hand and at banks and investments in money market instruments, net of outstanding bank overdrafts.
Restricted deposits
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 11 Provisions - Other provisions).
18
Notes to the Financial Statements
7. Working Capital
| 7. Working Capital | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Working capital comprises: | ||
| Net trade receivables | 230.9 | 252.0 |
| Inventories | 339.6 | 311.5 |
| Tradepayables | (196.4) | (215.3) |
| Total working capital | 374.1 | 348.2 |
7(a). Current Trade and Other Receivables
| 7(a). Current Trade and Other Receivables | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Trade receivables | 273.8 | 302.0 |
| Allowance for impairment | (8.6) | (11.1) |
| Provision for rebates and allowances | (34.3) | (38.9) |
| Net trade receivables | 230.9 | 252.0 |
| Other amounts receivable | 10.4 | 24.7 |
| Total Current Trade and Other Receivables | 241.3 | 276.7 |
Movements in the allowance for impairment of trade receivables:
| Movements in the allowance for impairment of trade receivables: | ||||
|---|---|---|---|---|
| 2015 | 2014 | |||
| US$m | US$m | |||
| Balance at the beginning of the financial year | 11.1 | 9.2 | ||
| Amounts charged to the income statement | 0.5 | 1.0 | ||
| Amounts utilised for intended purposes | (2.1) | - | ||
| Amounts from businesses/entities acquired | - | 0.8 | ||
| Net exchange differences on translation of foreign subsidiaries | (0.9) | 0.1 | ||
| Balance at the end of the financial year | 8.6 | 11.1 | ||
| Ageing of trade receivables: | ||||
| Gross Trade | Allowance for | |||
| Receivables | Impairment | |||
| 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | |
| Within agreed terms | 238.0 | 237.4 | - | - |
| Past due 0-60 days | 23.5 | 42.5 | 0.4 | 0.9 |
| Past due 61-90 days | 2.3 | 9.7 | 0.3 | 0.5 |
| Past due 91 days or more | 10.0 | 12.4 | 7.9 | 9.7 |
| **Total ** | 273.8 | 302.0 | 8.6 | 11.1 |
| 7(b). Inventories | ||||
| 2015 | 2014 | |||
| US$m | US$m | |||
| Raw materials | 46.1 | 39.3 | ||
| Work in progress | 20.7 | 24.0 | ||
| Finishedgoods | 272.8 | 248.2 | ||
| Total Inventories | 339.6 | 311.5 | ||
| Inventories recognised as an expense | 935.2 | 901.3 |
19
Notes to the Financial Statements
7. Working Capital (continued)
7(c). Current Trade and Other Payables
| 7(c). Current Trade and Other Payables | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Current | ||
| Trade payables | 196.4 | 215.3 |
| Otherpayables | 33.3 | 21.7 |
| Total Current Trade and Other Payables | 229.7 | 237.0 |
7(d). Recognition and measurement
Trade receivables
Trade receivables are carried at amounts due. Receivables that are not past due and not impaired are considered recoverable. Trade receivables are recognised initially at the value of the invoice sent to the customer and subsequently at the amount considered recoverable. Customer trading terms are generally between 30 - 60 days.
Allowance for impairment of trade receivables
The collectability of trade receivables is assessed continuously and at balance date specific allowances are made for any doubtful trade receivables based on a review of all outstanding amounts at year end. Bad debts are written off during the year in which they are identified. The following basis have been used to assess the allowance for doubtful trade receivables:
-
Individual account by account assessment based on past credit history;
-
Prior knowledge of debtor insolvency;
-
High risk customers assessments based on continuous analysis of customers’ payment trends and monitoring of the political and economic climates particularly for those customers who are located in emerging market countries; and
-
Customer account which has been referred to a collection agency.
Inventories
Inventories are valued at the lower of cost and net realisable value. The net realisable value of inventories is the estimated selling price in the ordinary course of business less estimated costs to sell. The cost of inventories is based on the first-in, first-out principle. In the case of manufactured inventories and work in progress, cost includes an appropriate share of the production overheads as applicable.
Allowances are established for obsolete or slow moving inventories taking into consideration the ageing or seasonal profile of inventories, the nature of inventories, discontinued lines, sell through history and forecast sales.
Trade and other payables
Trade and other payables are normally settled within 30 days from invoice date or within the agreed payment terms with the supplier.
20
Notes to the Financial Statements
8. Property, Plant and Equipment
| 8. Property, Plant and Equipment | |
|---|---|
| Property Plant and Equipment |
|
| Freehold Land Freehold Buildings Leasehold Land and Buildings Plant and Equipment Buildings and Plant under construction Total US$m US$m US$m US$m US$m US$m |
|
| Year ended 30 June 2015 Cost Accumulated depreciation |
10.2 54.3 49.9 444.6 26.9 585.9 - (31.4) (15.5) (307.8) - (354.7) |
| 10.2 22.9 34.4 136.8 26.9 231.2 |
|
| Movement Balance at the beginning of the financial year 11.2 28.0 35.2 115.3 16.4 206.1 Additions - 0.7 1.8 18.0 45.9 66.4 Additions through entities/businesses acquired - - - 12.5 - 12.5 Disposals/scrappings (0.2) (0.5) (3.2) (0.8) - (4.7) Impairment charge to the income statement - (2.5) - (1.6) - (4.1) Transfer from buildings and plant under construction - 1.1 5.3 26.7 (33.1) - Depreciation - (1.6) (1.7) (25.0) - (28.3) Net exchange differences on translation of foreign subsidiaries (0.8) (2.3) (3.0) (8.3) (2.3) (16.7) |
|
| Balance at the end of the financial year 10.2 22.9 34.4 136.8 26.9 231.2 |
|
| Year ended 30 June 2014 Cost 11.2 58.1 57.7 463.5 16.4 606.9 Accumulated depreciation - (30.1) (22.5) (348.2) - (400.8) |
|
| 11.2 28.0 35.2 115.3 16.4 206.1 |
|
| Movement Balance at the beginning of the financial year 13.0 25.3 36.4 104.4 7.6 186.7 Additions - 0.2 0.1 10.7 26.6 37.6 Additions through entities/businesses acquired 0.7 5.2 0.6 6.9 1.0 14.4 Disposals/scrappings (2.3) (1.5) - (1.4) - (5.2) Impairment charge to the income statement - (0.4) (0.2) (0.5) - (1.1) Transfer from buildings and plant under construction - 0.5 0.3 18.0 (18.8) - Depreciation - (1.6) (1.8) (23.6) - (27.0) Net exchange differences on translation of foreign subsidiaries (0.2) 0.3 (0.2) 0.8 - 0.7 |
|
| Balance at the end of the financial year 11.2 28.0 35.2 115.3 16.4 206.1 |
Recognition and measurement
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that is directly
attributable to the acquisition of the item. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and that the cost of the item can be measured relia
Depreciation
Depreciation 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 rates and methods are reviewed annually for appropriateness.
21
Notes to the Financial Statements
9. Intangible Assets
| 9. Intangible Assets | ||||||
|---|---|---|---|---|---|---|
| Goodwill | Brand Names | Development Costs | Software Costs | Other Intangibles | Total | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| Year ended 30 June 2015 | ||||||
| Balance at the beginning of the financial year | 940.6 | 262.8 | 22.1 | 62.6 | 25.9 | 1,314.0 |
| Additions | - | - | 5.6 | 12.3 | - | 17.9 |
| Additions through entities acquired/completion of provisional accounting | 95.1 | - | - | - | 0.2 | 95.3 |
| Previously capitalised costs charged to the income statement | - | - | (0.4) | - | - | (0.4) |
| Net exchange differences on translation of foreign subsidiaries | (36.7) | (17.2) | (4.8) | (11.3) | (0.4) | (70.4) |
| Balance at the end of the financialyear | 999.0 | 245.6 | 22.5 | 63.6 | 25.7 | 1,356.4 |
| Provision for amortisation and impairment | ||||||
| Balance at the beginning of the financial year | 140.2 | 70.0 | 6.9 | 28.1 | 1.1 | 246.3 |
| Amortisation | - | 0.1 | 3.3 | 2.2 | 1.5 | 7.1 |
| Net exchange differences on translation of foreign subsidiaries | (0.1) | (5.6) | (1.9) | (5.3) | (0.1) | (13.0) |
| Balance at the end of the financialyear | 140.1 | 64.5 | 8.3 | 25.0 | 2.5 | 240.4 |
| Written down value at the end of the financialyear | 858.9 | 181.1 | 14.2 | 38.6 | 23.2 | 1,116.0 |
| Year ended 30 June 2014 | ||||||
| Balance at the beginning of the financial year | 492.2 | 123.0 | 17.4 | 51.3 | 1.0 | 684.9 |
| Additions | - | - | 4.7 | 10.5 | - | 15.2 |
| Additions through entities acquired | 454.4 | 140.8 | - | - | 24.8 | 620.0 |
| Amounts related to businesses disposed of | (7.3) | (2.9) | - | - | - | (10.2) |
| Previously capitalised costs charged to the income statement | - | - | (0.4) | - | - | (0.4) |
| Net exchange differences on translation of foreign subsidiaries | 1.3 | 1.9 | 0.4 | 0.8 | 0.1 | 4.5 |
| Balance at the end of the financialyear | 940.6 | 262.8 | 22.1 | 62.6 | 25.9 | 1,314.0 |
| Provision for amortisation and impairment | ||||||
| Balance at the beginning of the financial year | 134.4 | 0.1 | 3.8 | 5.2 | - | 143.5 |
| Amortisation | - | 0.6 | 2.6 | 3.9 | 1.1 | 8.2 |
| Impairment charge to the income statement | 5.7 | 69.3 | 0.4 | 18.8 | - | 94.2 |
| Net exchange differences on translation of foreign subsidiaries | 0.1 | - | 0.1 | 0.2 | - | 0.4 |
| Balance at the end of the financialyear | 140.2 | 70.0 | 6.9 | 28.1 | 1.1 | 246.3 |
| Written down value at the end of the financialyear | 800.4 | 192.8 | 15.2 | 34.5 | 24.8 | 1,067.7 |
Carrying amount of goodwill and brand names allocated to each of the CGUs:
| Carrying amount of goodwill and brand names allocated to each of the CGUs: | |
|---|---|
| 2015 2014 US$m US$m |
|
| Industrial Medical Sexual Wellness Single Use |
348.9 291.9 257.3 255.7 69.9 84.4 363.9 361.2 |
| 1,040.0 993.2 |
22
Notes to the Financial Statements
9. Intangible Assets (continued)
Recognition and measurement
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 except where such brands are subject to licensing agreements covering a finite period. Brand names subject to a licensing arrangement are amortised over the life of the arrangement. The amortisation of brand names, development and software costs and other intangibles are recognised in selling, general and administration costs in the income statement. No amortisation is provided against the carrying value of those brand names not subject to a licensing arrangement as the Group believes that the lives of such assets are indefinite at this point.
Development and Software Costs
Capitalised development and software costs are amortised over a three to ten year period.
Other Intangible Assets
Other intangible assets that are acquired by the Group and have finite useful lives are initially recorded at cost based on independent valuation at acquisition date, which equates to fair value. These assets include patents which are amortised on a straight line basis over the legal life of the patent and customer and distributor relationships which are amortised on a straight line basis over their estimated useful lives which range from six to twenty years.
Impairment
Goodwill and indefinite life intangible assets are tested for impairment at least annually. The carrying amount of other non-current assets, excluding any defined benefit fund assets, deferred tax assets and financial assets are reviewed at each reporting date to determine whether there are any indicators of impairment. If such indicators exist, the asset is tested for impairment by comparing its recoverable amount to its carrying amount. The recoverable amount of an asset is determined as the higher of fair value less costs of disposal and value in use. The recoverable amount is estimated for each individual asset or where it is not possible to estimate for individual assets, it is estimated for the Cash-Generating Unit (CGU) to which the asset belongs. A CGU is the smallest identifiable group of assets that generate cash inflows largely independent of the cash inflows of other assets or group of assets with each CGU being no larger than a reportable segment.
The recoverable amount of the CGUs has been determined based on a value in use calculation utilising five-year cash flow projections. The base for each CGU is the budget for the 2016 financial year as approved by the Board. Specific growth and after tax WACC rates have been used for each CGU for forecasts for financial years ending June 2017 to 2020 and for the terminal year. Factors such as country risk, forecasting risk and country specific growth and tax rates have been taken into consideration in arriving at these rates.
Cash flows used for value in use calculations are estimated for the asset in its present condition and therefore do not include cash inflows or outflows that improve or enhance the asset’s performance or that may arise from future restructuring.
The post-tax discount rate used for a value in use calculation is derived based on an independent external assessment of the Group's post-tax weighted average cost of capital in conjunction with risk specific factors to the countries in which the CGU operates.
The average annual sales revenue growth rates applied in the discounted cash flow models range between 2% and 7% (2014: 3% and 6%) while the growth in the terminal year was between 2% and 3% (2014: 2%). The post tax discount rates applied range between 8% to 9% (2014: 8% and 10%).
An impairment loss is recognised whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in the income statement as part of cost of goods sold and selling, general and administration expenses. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the other assets in the unit.
An impairment loss is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised. An impairment loss in respect of goodwill or other indefinite life intangible assets is not reversed. An impairment loss in other circumstances is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
23
Notes to the Financial Statements
10. Interest Bearing Liabilities
| 10. Interest Bearing Liabilities | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Current | ||
| Bank overdrafts | ||
| Loans repayable in: | ||
| Canadian dollars | 4.0 | 9.4 |
| Indian rupees | 2.2 | 3.1 |
| Korean won | - | 0.1 |
| US dollars | 0.9 | 1.8 |
| Total Current | 7.1 | 14.4 |
| Non-Current | ||
| Loans repayable in: | ||
| Euros | 162.2 | 205.4 |
| US dollars | 482.0 | 515.0 |
| UKpounds | 89.8 | - |
| Total Non-Current | 734.0 | 720.4 |
| Total Interest Bearing Liabilities | 741.1 | 734.8 |
The Group has a syndicated borrowing facility of US$500 million (US$212 million and GBP 57.1 million drawn down at 30 June 2015) maturing in June 2019, a Euro 50 million revolving credit facility (Euro 43 million drawn down at 30 June 2015) maturing in June 2018 and Senior Notes to the equivalent of US$384 million. The Senior Notes of US$270 million and Euro 101.4 million mature between June 2020 and April 2026. These facilities can be accessed by certain Australian, US, UK and European subsidiaries.
There are a number of financial covenants attaching to the bank and note facilities including restrictions on the level of borrowings of non-guarantor subsidiaries and ensuring certain financial ratios are maintained. If any breaches of these covenants occur all monies outstanding under the facility become immediately due and payable. The Company is in compliance with all covenants. The interest rates for these facilities are determined based on market rates at the time amounts are drawn down.
| 2015 | 2014 | |
|---|---|---|
| US$m | US$m | |
| Net Interest Bearing Debt | ||
| Current interest bearing liabilities | 7.1 | 14.4 |
| Non-current interest bearing liabilities | 734.0 | 720.4 |
| Cash at bank and short-term deposits | (278.2) | (320.4) |
| Net interest bearing debt | 462.9 | 414.4 |
Recognition and measurement
Interest bearing liabilities are initially recognised at fair value less attributable transaction costs. Subsequent to initial recognition interest bearing liabilities are stated at amortised cost. Any difference between the cost and redemption value is recognised in the income statement over the period of the liability using the effective interest method.
24
Notes to the Financial Statements
10. Interest Bearing Liabilities (continued)
The following table sets out details in respect of Interest Bearing Liabilities at 30 June.
| Effective Interest | ||||
|---|---|---|---|---|
| Rate | Financial Year | 2015 | ||
| Nature and Currency of Borrowing | % p.a. | of Maturity | US$m | |
| Bank Loans | Canadian dollars | 2.34 | 2015 | 4.0 |
| Euros | 1.24 | 2018 | 4.5 | |
| Euros | 1.19 | 2018 | 10.1 | |
| Euros | 2.15 | 2018 | 33.7 | |
| Indian rupees | 11.33 | 2015 | 2.2 | |
| UK pounds | 1.82 | 2019 | 89.8 | |
| US dollars | 1.95 | 2019 | 20.0 | |
| US dollars | 2.04 | 2019 | 30.0 | |
| US dollars | 3.71 | 2019 | 10.0 | |
| US dollars | 4.12 | 2019 | 10.0 | |
| US dollars | 3.95 | 2019 | 20.0 | |
| US dollars | 3.75 | 2019 | 35.0 | |
| US dollars | 1.74 | 2019 | 20.0 | |
| US dollars | 2.14 | 2019 | 30.0 | |
| US dollars | 1.44 | 2019 | 12.0 | |
| US dollars | 1.53 | 2019 | 25.0 | |
| Other Loans | Euros | 3.37 | 2020 | 33.7 |
| Euros | 3.52 | 2021 | 40.1 | |
| Euros | 1.96 | 2022 | 40.1 | |
| US dollars | 0.29 | 2015 | 0.9 | |
| US dollars | 2.22 | 2020 | 20.0 | |
| US dollars | 3.91 | 2021 | 50.0 | |
| US dollars | 4.70 | 2024 | 100.0 | |
| US dollars | 4.05 | 2025 | 50.0 | |
| US dollars | 4.68 | 2026 | 50.0 | |
| **Total Interest ** | Bearing Liabilities | 741.1 | ||
| Effective Interest | ||||
| Rate | Financial Year | 2014 | ||
| Nature and Currency of Borrowing | %p.a. | of Maturity | US$m | |
| Bank Loans | Canadian dollars | 2.59 | 2015 | 9.4 |
| Euros | 2.05 | 2018 | 12.3 | |
| Euros | 2.10 | 2018 | 37.5 | |
| Euros | 2.12 | 2018 | 13.6 | |
| Euros | 2.20 | 2018 | 3.4 | |
| Indian rupees | 13.16 | 2015 | 3.1 | |
| Korean won | 1.98 | 2015 | 0.1 | |
| US dollars | 1.53 | 2019 | 40.0 | |
| US dollars | 1.57 | 2019 | 30.0 | |
| US dollars | 1.87 | 2019 | 20.0 | |
| US dollars | 2.08 | 2019 | 20.0 | |
| US dollars | 2.17 | 2019 | 30.0 | |
| US dollars | 2.26 | 2019 | 30.0 | |
| US dollars | 4.03 | 2019 | 20.0 | |
| US dollars | 4.24 | 2019 | 10.0 | |
| US dollars | 4.25 | 2019 | 10.0 | |
| US dollars | 4.30 | 2019 | 35.0 | |
| Other Loans | Euros | 3.37 | 2020 | 40.9 |
| Euros | 3.52 | 2022 | 48.9 | |
| Euros | 2.30 | 2022 | 48.8 | |
| US dollars | 0.13 | 2015 | 1.8 | |
| US dollars | 3.75 | 2020 | 20.0 | |
| US dollars | 3.91 | 2021 | 50.0 | |
| US dollars | 4.70 | 2024 | 100.0 | |
| US dollars | 4.05 | 2025 | 50.0 | |
| US dollars | 4.68 | 2026 | 50.0 | |
| **Total Interest ** | Bearing Liabilities | 734.8 |
25
Notes to the Financial Statements
11. Provisions
| 11. Provisions | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Current | ||
| Provision for employee entitlements | 42.5 | 59.7 |
| Provision for rationalisation and restructuring costs | 16.1 | 22.9 |
| Otherprovisions | 4.2 | 4.9 |
| Total Current | 62.8 | 87.5 |
| Non-Current | ||
| Provision for employee entitlements | 14.7 | 11.8 |
| Total Non-Current | 14.7 | 11.8 |
| Total Provisions | 77.5 | 99.3 |
Reconciliations of the carrying amount of each class of provision, except for employee entitlements, are set out below:
| 2015 | 2014 | |
|---|---|---|
| US$m | US$m | |
| Provision for rationalisation and restructuring | ||
| Balance at the beginning of the financial year | 22.9 | 1.3 |
| Amounts charged to the income statement | 11.2 | 21.6 |
| Payments made | (17.6) | - |
| Net exchange differences on translation of foreign subsidiaries | (0.4) | - |
| Balance at the end of the financial year | 16.1 | 22.9 |
| Other provisions | ||
| Balance at the beginning of the financial year | 4.9 | 5.1 |
| Payments made | (0.1) | (0.2) |
| Net exchange differences on translation of foreign subsidiaries | (0.6) | - |
| Balance at the end of the financial year | 4.2 | 4.9 |
Recognition and measurement
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.
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 corporate bond rates at balance date, which most closely match the terms of maturity of the related liabilities.
Provision for rationalisation and restructuring costs
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.
Other Provisions
Other provisions are recognised to cover specifically identified or obligated costs relating to Accufix pacing lead and insurance claims. The Accufix pacing lead related expenses include 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 6 - Cash and Cash Equivalents - Restricted deposits).
26
Notes to the Financial Statements
12. Retirement Benefit Obligations
Certain members of the Group contribute to defined benefit and defined contribution superannuation plans maintained to provide superannuation benefits for employees. They 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.
12(a). Defined benefit superannuation plans
Funding for post-employment benefits is carried out in accordance with the requirements of the Trust Deed for the Fund and the advice of the Fund's actuarial adviser. Plan assets are held in trusts which are subject to supervision by prudential regulator. Responsibility for governance of the plan, including investment decisions and plan rules, rests solely with the board of trustees of the plan.
The amounts recognised in the balance sheet are determined as follows:
| The amounts recognised in the balance sheet are determined as follows: | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Present value of accumulated defined benefit obligations | 63.9 | 64.4 |
| Fair value of defined benefitplan assets | (45.8) | (48.2) |
| Net defined benefit liability recognised in the balance sheet | 18.1 | 16.2 |
The principal actuarial assumptions used (expressed as a weighted average) to calculate the net defined benefit liability were as follows:
| 2015 | 2014 | |
|---|---|---|
| Discount rate | 3.3% | 3.4% |
| Future salary increases | 2.6% | 2.7% |
| The movements in the net defined liability during the year are outlined below: | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Balance at the beginning of the financial year | 16.2 | 19.5 |
| Actuarial losses/(gains)(i) | 3.0 | (4.5) |
| Current service cost(ii) | 2.0 | 3.0 |
| Net interest cost(ii) | 0.3 | 0.3 |
| Employer contributions(iii) | (1.6) | (2.3) |
| Settlements | - | - |
| Exchange rate changes/other movements | (1.8) | 0.2 |
| Balance at the end of the financial year | 18.1 | 16.2 |
(i) Actuarial losses/(gains) are recorded in other comprehensive income.
(ii) Current service cost and interest cost are recorded in the income statement as part of selling, general and administration expenses.
(iii) Employer contributions are a cash payment and are recorded as part of payments to suppliers and employees in the cash flow statement.
The Group expects $2.4 million in contributions to be paid to its defined benefit plans during the year ending 30 June 2016.
The major categories of plan assets as a percentage of the fair value of total plan assets are as follows:
| 2015 | 2014 | |
|---|---|---|
| Equity securities | 38% | 38% |
| Fixed interest securities | 51% | 50% |
| Property | 2% | 2% |
| Other | 9% | 10% |
| 12(b). Defined contribution superannuation plans | ||
| 2015 | 2014 | |
| US$m | US$m | |
| Contributions to defined contribution plans during the year | 11.9 | 9.5 |
27
Notes to the Financial Statements
13. Issued Capital and Reserves
13(a). Issued Capital
| 13(a). Issued Capital | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Issued Capital | ||
| 153,154,841 (2014: 152,937,881) ordinary shares, fully paid | 1,229.6 | 1,226.8 |
| 58,900 (2014: 62,900) Executive Share Plan shares,paid to A5 cents | - | - |
| Total Issued Capital | 1,229.6 | 1,226.8 |
| 2015 | 2014 | |
| Movement in shares on issue | Number of Shares | |
| Ordinary Shares | ||
| Balance at the beginning of the financial year | 152,937,881 | 130,617,963 |
| Issue of new shares through private placement/share purchase plan | - | 22,113,482 |
| Issue of new shares under dividend reinvestment plan | 133,952 | 175,739 |
| Conversion of Performance Rights and exercise of options | 79,008 | 25,697 |
| Conversion of Executive Share Plan shares to fully paid | 4,000 | 5,000 |
| Balance at the end of the financialyear | 153,154,841 | 152,937,881 |
| Executive Share Plan Shares | ||
| Balance at the beginning of the financial year | 62,900 | 67,900 |
| Conversion of Executive Share Plan shares to fully paid | (4,000) | (5,000) |
| Balance at the end of the financialyear | 58,900 | 62,900 |
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.
Ordinary shares are fully paid and do not have authorised capital or par value. They carry one vote per share and the right to dividends as declared from time to time. 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.
Dividend Reinvestment Plan
On 17 February 2014 the Company announced that it would implement a dividend reinvestment plan. The plan was open to all shareholders from and including the interim dividend for the current year. Under this plan 133,952 were issued at 30 June 2015 (2014: 175,739).
Executive Share Plan
During the financial year, amounts outstanding on 4,000 existing Executive Plan shares were paid (2014: 5,000). Shares allotted under the Pacific Dunlop Executive Share Plan (which was discontinued in 1996) have been paid to A$0.05 per share. Refer to Note 21 Ownership-based Remuneration Schemes for details of the price payable for shares issued under this plan.
Options
As at the date of this report, there are nil (2014: 38,718) unissued shares in the Company remaining under option.
Share-based Payments
The fair value of Performance Rights (PRs) granted to the Managing Director and Chief Executive Officer (CEO), Chief Financial Officer (CFO) and other senior executives on their appointments and Performance Share Rights (PSRs) granted to the CEO, CFO and other senior executives under the 2 2014 and 2015 Long Term Incentive Plans is recognised as an employee benefit expense with a corresponding increase in equity over the vesting perio
28
Notes to the Financial Statements
13. Issued Capital and Reserves (continued)
13(b). Nature and Purpose of Reserves
Share-based payments reserve
This reserve is used to record the value of equity benefits provided to employees as part of their remuneration under various long term incentive plans. Refer to Note 21 Ownership-based Remuneration Schemes for further details of these plans.
Hedging reserve
This reserve records the portion of the unrealised gains or losses on cash flow hedges that are deemed to be effective.
General reserve
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 retained profits/(accumulated losses).
Foreign currency translation reserve
The foreign currency translation reserve records the foreign currency differences arising from the translation of the financial statements of foreign subsidiaries 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 financial assets.
14. Dividends Paid or Declared
| 14. Dividends Paid or Declared | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Dividends Paid | ||
| A final dividend of US22.0 cents per share unfranked for the year ended 30 June 2014 (June 2013: | ||
| A22.0 cents unfranked) was paid on 24 September 2014 (2013: 26 September 2013) | 31.6 | 26.7 |
| An interim dividend of US20.0 cents per share unfranked for the year ended 30 June 2015 (June 2014: | ||
| US17.0 cents unfranked)waspaid on 11 March 2015(2014: 25 March 2014) | 30.4 | 25.3 |
| 62.0 | 52.0 |
Dividends Declared
Since the end of the financial year the Directors have declared a final dividend of US23.0 cents per share unfranked, to be paid on 10 September 2015. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2015 and will be recognised in subsequent financial reports.
Dividend Franking Account
The balance of the dividend franking account as at 30 June 2015 was nil (2014: nil).
29
Notes to the Financial Statements
15. Financial Risk Management
Ansell has a range of financial policies designed to mitigate any potential negative impact financial risks may have on the Group's results. The Group's risk management is carried out by a central treasury department under polices approved by the board of directors. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the group's business units. The board reviews and approves the Group's policies for managing each of these risks which are summarised below:
-
Note 15(a) Foreign exchange risk;
-
Note 15(b) Interest rate risk;
-
Note 15(c) Credit risk;
-
Note 15(d) Liquidity risk; and
-
Note 15(e) Commodity price risk.
These risks affect the fair value measurements applied by the Group, which is discussed in Note 15(f).
15(a). Foreign Exchange Risk
The Group is exposed to a number of foreign currencies however the predominant operating currency is the US dollar (US$). As such the Group has determined it appropriate to manage its foreign currency exposure against the US$. On this basis the Company manages its transactional exposures as follows:
Major revenue and cost currency net cash flow exposures are predominantly hedged back to US$ on a 12 to 18-month rolling basis so as to reduce any significant adverse impact of exchange rate fluctuations on the earnings per share guidance provided by the Company to the market. The Group hedges up to 90% of its estimated foreign currency exposure in respect of forecast purchases and sales.
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 ra 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.
As at 30 June the exposure to foreign currency risk from the Group's primary trading currency (US$) is:
| Net Payable | Net Payable | |
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| Net payable in non-US$ reporting entities | 5.2 | 7.1 |
The following table demonstrates the estimated sensitivity in the valuation of outstanding forward contracts and foreign exchange options 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.
| Profit for the period | Profit for the period | Equity | Equity | |
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | |
| With all other variables held constant: | ||||
| 10% increase in US$ exchange rate | - | - | 2.0 | 7.6 |
| 10% decrease in US$ exchange rate | - | - | 1.2 | (2.0) |
15(b). Interest Rate Risk
The Group has a 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 ten 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.
30
Notes to the Financial Statements
15. Financial Risk Management (continued)
The exposure to interest rate risk and the effective weighted average interest rate for interest bearing financial liabilities are set out below:
| Weighted Average | Fixed Interest | repricing in: | |||||
|---|---|---|---|---|---|---|---|
| Effective Interest | 1 year | 1 to 2 | 2 to 5 | > 5 | Total | ||
| Rate | Floating | or less | years | years | years | ||
| % | US$m | US$m | US$m | US$m | US$m | US$m | |
| 2015 | |||||||
| Bank and other loans | 2.9 | 354.2 | 3.0 | - | 53.7 | 330.2 | 741.1 |
| Effect of interest rate swaps* | 0.2 | (148.6) | 73.7 | 30.0 | 85.0 | (40.1) | - |
| 205.6 | 76.7 | 30.0 | 138.7 | 290.1 | 741.1 | ||
| 2014 | |||||||
| Bank and other loans | 3.1 | 321.2 | 5.1 | - | - | 408.5 | 734.8 |
| Effect of interest rate swaps* | 0.3 | (193.1) | - | 126.9 | 115.0 | (48.8) | - |
| 128.1 | 5.1 | 126.9 | 115.0 | 359.7 | 734.8 |
- Represents notional amount of interest rate swaps.
A separate analysis of debt by currency can be found at Note 10 - 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.
| Profit for the period | Profit for the period | Equity | ||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | |
| With all other variables held constant: | ||||
| If interest rates were 10% higher | - | - | 0.6 | 0.5 |
| If interest rates were 10% lower | - | - | (0.6) | (0.5) |
15(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 is exposed to credit risk from its operating activities, primarily from customer receivables and from its financing activities, including deposits with financial institutions, foreign exchange transactions and other financial instruments.
The carrying amount of the Group's financial assets represents the maximum credit exposure. The Group does not hold any collateral over any of the receivables.
(i) Credit Risk by Trade Receivables
Customer credit risk is managed by each region subject to established policies, procedures and controls relating to customer credit risk management. The Group trades with recognised, creditworthy third parties, and also minimises concentrations of credit risk by undertaking transactions with a large number of customers and counter-parties in various countries. Customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent credit rating, financial position, past experience and industry reputation. In addition receivable balances are monitored on an ongoing basis. The Group is not materially exposed to any individual customer. An ageing of trade receivables past due is included in Note 7.
The Group's maximum exposure to credit risk at the reporting date was:
| The Group's maximum exposure to credit risk at the reporting date was: | ||
|---|---|---|
| Carrying | amount | |
| 2015 | 2014 | |
| US$m | US$m | |
| Net trade receivables | 230.9 | 252.0 |
Individual trade receivables which are known to be uncollectible are written off by reducing the carrying amount directly. Other trade receivables are assessed where there is objective evidence that an impairment has been incurred but not yet recognised. For these receivables, the estimated impairment losses are recognised as an allowance for impairment. Receivables for which an impairment provision was recognised are written off against the provision where there is no expectation of recovering additional cash. Allowances for impairment are recognised in the income statement. Subsequent recoveries of amounts previously written off are credited to the income statement. Movements in the allowance for impairment and the ageing of trade receivables are included in Note 7.
31
Notes to the Financial Statements
15. Financial Risk Management (continued)
(ii) Credit Risk 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. The following table indicates the value of amounts owing by counter-parties by maturity.
| Foreign | Exchange | Interest | Rate | Foreign Exchange | Foreign Exchange | |||
|---|---|---|---|---|---|---|---|---|
| Related | Contracts | Contracts | Options | Total | ||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| Term: | ||||||||
| 0-6 mths | 7.8 | 0.8 | - | - | 5.1 | 1.8 | 12.9 | 2.6 |
| 6-12 mths | 1.5 | 0.3 | - | - | 4.2 | 3.1 | 5.7 | 3.4 |
| 1-2 yrs | - | - | - | - | - | - | - | - |
| 2-5 yrs | - | - | 0.5 | 2.3 | - | - | 0.5 | 2.3 |
| 5yrs > | - | - | 2.6 | - | - | - | 2.6 | - |
| Total | 9.3 | 1.1 | 3.1 | 2.3 | 9.3 | 4.9 | 21.7 | 8.3 |
15(d). 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:
-
(i) dealing only in liquid contracts dealt by many counter-parties;
-
(ii) dealing only in large, highly liquid and stable international markets; and
-
(iii) 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 | ||||||
|---|---|---|---|---|---|---|
| Carrying | Contractual | |||||
| Amount | Cash Flows | Contractual Maturity (Years) | ||||
| 0-1 | 1-2 | 2-5 | > 5 | |||
| US$m | US$m | US$m | US$m | US$m | US$m | |
| 2015 | ||||||
| Trade and other payables | 236.8 | 236.8 | 229.7 | 7.1 | - | - |
| Bank and other loans | 741.1 | 912.5 | 52.6 | 22.8 | 463.0 | 374.1 |
| Derivative financial instruments | 15.9 | 15.9 | 13.8 | 0.1 | 2.0 | - |
| Total | 993.8 | 1,165.2 | 296.1 | 30.0 | 465.0 | 374.1 |
| 2014 | ||||||
| Trade and other payables | 244.6 | 244.6 | 237.0 | 4.1 | 3.5 | - |
| Bank and other loans | 734.8 | 914.7 | 38.3 | 23.7 | 381.5 | 471.2 |
| Derivative financial instruments | 8.6 | 8.6 | 5.6 | 3.0 | - | - |
| Total | 988.0 | 1,167.9 | 280.9 | 30.8 | 385.0 | 471.2 |
32
Notes to the Financial Statements
15. Financial Risk Management (continued)
15(e). 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. To the extent that any increases in these costs cannot be passed through to customers in a timely manner, the Group's profit after income tax and shareholder's equity could be impacted adversely.
15(f). Fair Value
The Group considers 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.
The following table displays:
(i) Nominal/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/(from) financial institutions under all derivative financial instruments would have been $5.8 million (2014: ($0.3) million) if all contracts were closed out on 30 June 2015.
| Nominal/Face | Value | Credit | Risk | Net Fair | Value | |
|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| Foreign Exchange Contracts | ||||||
| Purchase/Sale Contracts: | ||||||
| - US dollars | 115.9 | 77.3 | 8.9 | 0.1 | 8.6 | (0.9) |
| - Australian dollars | 13.9 | 6.6 | - | 0.1 | (0.1) | 0.2 |
| - Malaysian ringgits | 21.4 | 26.5 | - | 0.2 | (3.0) | 0.2 |
| - Thai baht | 2.9 | 0.4 | - | - | (0.1) | - |
| - Sri Lankan rupees | 23.4 | 15.9 | 0.1 | 0.7 | - | 0.7 |
| - Euros | 15.7 | - | - | - | (0.1) | - |
| - Other currencies | 21.9 | 14.2 | 0.3 | - | 0.2 | (0.1) |
| Foreign Exchange Options | ||||||
| - Euros/US dollars | 92.3 | 171.9 | 7.2 | 1.4 | 5.8 | (0.5) |
| - Australian dollars/US dollars | 11.1 | 8.2 | 0.3 | - | 0.1 | (0.1) |
| - Canadian dollars/US dollars | 5.9 | 12.8 | 0.2 | - | 0.2 | (0.1) |
| - UK Pounds/US dollars | 8.6 | 7.6 | 0.1 | - | (0.1) | (0.1) |
| - US dollars/Mexican pesos | 19.1 | 18.5 | 0.2 | 0.4 | (1.0) | 0.2 |
| - US dollars/Malaysian ringgits | 73.7 | 95.8 | 0.8 | 1.7 | (4.3) | 1.1 |
| - US dollars/Thai baht | 56.6 | 60.4 | 0.3 | 0.4 | (0.6) | - |
| - US dollars/Sri Lankan rupees | 8.3 | 8.8 | 0.1 | 0.3 | (0.1) | 0.2 |
| - Other currencies | 5.6 | 14.8 | 0.1 | 0.7 | - | 0.6 |
| Interest Rate Contracts | ||||||
| Interest Rate Swaps: | ||||||
| - Euros | 73.8 | 115.6 | 2.6 | 2.0 | 2.3 | 1.4 |
| - US dollars | 270.0 | 230.0 | 0.5 | 0.3 | (2.0) | (3.1) |
| Total | 840.1 | 885.3 | 21.7 | 8.3 | 5.8 | (0.3) |
33
Notes to the Financial Statements
15. Financial Risk Management (continued)
(iv) Fair Value Hierarchy
The table below analyses financial assets and financial liabilities carried at fair value, including their levels in the fair value hierarchy as well as the valuation method. It does not include information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
The different valuation 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); and
-
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Group currently holds only Level 2 derivative financial instruments. 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.
| Level 1 | Level 2 | Total | ||||
|---|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | 2015 | 2014 | |
| US$m | US$m | US$m | US$m | US$m | US$m | |
| Derivative financial assets | - | - | 21.7 | 8.3 | 21.7 | 8.3 |
| Available for sale financial assets | - | 3.7 | - | - | - | 3.7 |
| Derivative financial liabilities | - | - | 15.9 | 8.6 | 15.9 | 8.6 |
Following a strategic review of its investments in equity instruments the Group disposed of its investment in Lakeland Industries during the year. The fair value of the investment at the date of disposal was $3.6 million and the cumulative net gain on disposal was $5.1 million.
15(g). Recognition and measurement
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.
-
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 are predominantly up to 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 ten 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).
34
Notes to the Financial Statements
15. Financial Risk Management (continued)
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.
Hedge Effectiveness
The Group determines its economic exposure to unexpected movements in foreign currency rates and interest rates and ensures the hedging instruments entered into satisfactorily mitigate these risks. The Group ensures the changes in the fair value of the hedging instruments are highly correlated to the change in the fair value of the underlying hedged item and are therefore effective. Potential sources of ineffectiveness include but are not limited to:
-
The Group no longer having the economic exposure rendering the hedge instrument ineffective;
-
Hedging instrument expires or is sold, terminated or exercised; and
-
Changes in counterparty credit status.
16. Expenditure Commitments
| 16. Expenditure Commitments | ||
|---|---|---|
| 2015 | 2014 | |
| US$m | US$m | |
| 16(a). Capital expenditure commitments | ||
| Contracted but not provided for in the financial statements: | ||
| Plant and equipment | 4.3 | 11.1 |
| 4.3 | 11.1 | |
| Payable within one year | 4.3 | 11.1 |
| 16(b). Operating Lease commitments | ||
| Future operating lease commitments not provided for in the financial statements and payable: | ||
| Within one year | 6.7 | 8.4 |
| One year or later and no later than five years | 18.5 | 23.8 |
| Later than fiveyears | 6.0 | 7.7 |
| 31.2 | 39.9 |
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. Operating lease commitments refer to future undiscounted minimum rentals payable under non-cancellable operating leases not included within this financial report. Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term.
35
Notes to the Financial Statements
| Notes to the Financial Statements | |||
|---|---|---|---|
| 17. Particulars Relating to Subsidiaries | Country of | Beneficial | Interest |
| Incorporation | 2015 | 2014 | |
| % | % | ||
| 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 |
| Pacific Dunlop Finance Pty. Ltd. | Australia | 100 | 100 |
| Pacific Dunlop Holdings (China) Co. Ltd. | China* | 100 | 100 |
| Ansell (Shanghai) Commercial and Trading Co. Ltd. | China* | 100 | 100 |
| Pacific 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 Global Trading Center (Malaysia) Sdn. Bhd. | Malaysia* | 100 | 100 |
| Ansell Lanka (Pvt.) Ltd. | Sri Lanka* | 100 | 100 |
| Ansell (Middle East) DMCC | UAE* | 100 | 100 |
| Ansell Perry de Mexico S.A. de C.V. | Mexico* | 100 | 100 |
| Ansell Protective Solutions Singapore Pte. Ltd. | Singapore* | 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 Specialty Markets Participacoes Ltda | Brazil* | 100 | 100 |
| Hercules Equipamentos de Protecao Ltda | Brazil* | 100 | 100 |
| Ansell Textiles Lanka (Pvt.) Ltd. | Sri Lanka* | 100 | - |
| Ansell (Thailand) Ltd. | Thailand* | 100 | 100 |
| Ansell US Group Holdings Pty. Ltd. | Australia | 100 | 100 |
| Ansell US Group Holdings (USA) LLC | USA* | 100 | 100 |
| Ansell (USA) Inc. | USA* | 100 | 100 |
| Ansell Brazil LTDA | Brazil* | 100 | 100 |
| Ansell Edmont Industrial de Mexico S.A. de C.V. | Mexico* | 100 | 100 |
| Pacific Dunlop Holdings (USA) LLC. | USA* | 100 | 100 |
| Barriersafe Solutions International Inc. | USA* | 100 | 100 |
| Microflex Corporation | USA* | 100 | 100 |
| Onguard Industries, Inc. | USA* | 100 | 100 |
| Onguard Industries, LLC | USA* | 100 | 100 |
| Ansell Healthcare Products LLC. | USA* | 100 | 100 |
| Ansell Sandel Medical Solutions LLC. | USA* | 100 | 100 |
36
Notes to the Financial Statements
| 17. | Particulars Relating to Subsidiaries(continued) | Country of | Beneficial | Interest |
|---|---|---|---|---|
| Incorporation | 2015 | 2014 | ||
| % | % | |||
| Ansell Protective Products LLC. | USA* | 100 | 100 | |
| Ansell Hawkeye Inc. | USA* | 100 | 100 | |
| Pacific Chloride Inc. | USA* | 100 | 100 | |
| Pacific Dunlop Holdings Inc. | USA* | 100 | 100 | |
| TPLC Holdings Inc. | USA* | 100 | 100 | |
| Accufix Research Institute Inc. | USA* | 100 | 100 | |
| Cotac Corporation | USA* | 100 | 100 | |
| Pacific Dunlop Finance Company Inc. | USA* | 100 | 100 | |
| Comercializadora Ansell Chile Limitada | Chile* | 100 | 100 | |
| 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 | |
| Pacific Dunlop Holdings (Europe) Ltd. | U.K.* | 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 | 100 | |
| Ansell Norway AS | Norway* | 100 | 100 | |
| Ansell Protective Solutions AB | Sweden* | 100 | 100 | |
| Ansell Protective Solutions Lithuania UAB | Lithuania* | 100 | 100 | |
| Ansell Rus LLC | Russia* | 100 | 100 | |
| Ansell S.A. | France* | 100 | 100 | |
| Ansell SW Europe SAS | France* | 100 | - | |
| Ansell Spain SL (Sociedad de Responsabilidad Limitada) | Spain* | 100 | 100 | |
| Comasec SAS | France* | 100 | 100 | |
| Ampelos International Malaysia | Malaysia* | 100 | 100 | |
| Ansell Industrial & Specialty Gloves Malaysia Sdn. Bhd. | Malaysia* | 100 | 100 | |
| Marigold Industrial GmbH | Germany* | 100 | 100 | |
| Comasec Holdings Ltd. | U.K.* | 100 | 100 | |
| Marigold Industrial Ltd. | U.K.* | 100 | 100 | |
| Ansell Portugal - Industrial Gloves | Portugal* | 100 | 100 | |
| Unimil Sp. z o.o. | Poland* | 100 | 100 | |
| Ansell UK Limited | U.K.* | 100 | 100 | |
| Ansell Korea Co. Ltd. | Sth Korea* | 100 | 100 | |
| Ansell Vina Corporation | Vietnam* | 100 | 100 | |
| Ansell Microgard Ltd | UK* | 100 | - | |
| Ansell Xiamen Limited | China* | 100 | - | |
| Ansell Microgard Xiamen Limited | China* | 100 | - | |
| Microgard Deutschland GmbH | Germany* | 100 | - | |
| Pacific Dunlop Holdings (Singapore) Pte. Ltd. | Singapore* | 100 | 100 | |
| JK Ansell Ltd. | India* | 50 | 50 | |
| Ansell (Hong Kong) Limted. | Hong Kong* | 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* | (a) 90 | (a) 90 | |
| Guangzhou Kangwei Trading Co Ltd | China* | 100 | 100 | |
| Shanghai Feidun Trading Company Ltd. | China* | 100 | 100 | |
| Shenyang Yipeng Trading Company Ltd. | China* | 100 | 100 |
37
Notes to the Financial Statements
| 17. | Particulars Relating to Subsidiaries(continued) | Country of | Beneficial | Interest |
|---|---|---|---|---|
| Incorporation | 2015 | 2014 | ||
| % | % | |||
| 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 | |
| Pacific Dunlop Holdings N.V. | Netherlands Ant.* | 100 | 100 | |
| Pacific Dunlop (Netherlands) B.V. | Netherlands* | 100 | 100 | |
| The Distribution Group Holdings Pty. Ltd. | Australia | 100 | 100 | |
| The Distribution Group Pty. Ltd. | Australia | (b) 100 | (b) 100 | |
| 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 49.2 per cent by P.D. International Pty. Ltd. and 40.8 per cent by Pacific Dunlop Holdings (China) Co. Ltd.
(b) The trustee of The Distribution Trust is The Distribution Group Pty. Ltd. The beneficiary of the trust is Ansell Limited.
38
Notes to the Financial Statements
18. Acquisition of Subsidiaries and Businesses
Hands International
Effective 1 November 2014, Ansell Limited acquired 100% of Hands International, a privately held company, located just outside of Colombo, Sri Lanka. Hands International is a manufacturer and supplier of personal protective equipment, with approximately 1,500 employees and annualised sales of $30 million, the majority of which are to Ansell group companies. The Company specializes in producing knitted glove liners, but also manufactures certain coated, cut and sew styles and liner cotton fabric materials. The acquisition will increase the Group's knitting and cut and sew manufacturing capabilities. The income statement includes the results of Hands International from the acquistition date.
In the eight months to 30 June 2015, Hands International contributed profit of $0.8 million to the Group's result.
The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Hands International with those of the Group. The goodwill is not deductible for income tax purposes.
The following fair values of the identifiable assets and liabilities of Hands International as at acquisition have been determined on a provisional basis:
| Assets Cash and cash equivalents Property, plant and equipment Inventories Trade and other receivables Other assets Liabilities Trade and other payables Provisions and other liabilities Total identifiable net assets at fair value Goodwill on acquisition Consideration paid Analysis of cash flows on acquisition Net cash acquired with the subsidiary Cash paid Net cash outflow on acquisition |
US$m |
|---|---|
| 2.5 1.7 3.4 0.1 0.1 |
|
| 7.8 | |
| 3.4 2.1 |
|
| 5.5 | |
| 2.3 17.9 |
|
| 20.2 | |
| 2.5 (20.2) |
|
| (17.7) |
Subsequent to the acquisition, Hands International was renamed Ansell Textiles Lanka (Pvt.) Ltd.
39
Notes to the Financial Statements
18. Acquisition of Subsidiaries and Businesses (continued)
Microgard Ltd
Effective 1 May 2015, Ansell Limited acquired 100% of Microgard Ltd, a protective clothing manufacturer with head quarters in the United Kingdom. With approximately 750 employees, the Company specialises in introducing new technology and designs to the market to improve wearer protection and comfort. The acquisition will provide a footprint in differentiated end-user disposable protective clothing markets to the Group. The income statement includes the results of Microgard Ltd from the acquistition date.
In the two months to 30 June 2015, Microgard Ltd contributed revenue of $9.4 million and profit of $1.5 million to the Group's result.
The goodwill recognised is primarily attributed to the expected synergies and other benefits from combining the assets and activities of Microgard Ltd with those of the Group. The goodwill is not deductible for income tax purposes.
The following fair values of the identifiable assets and liabilities of Microgard Ltd as at acquisition have been determined on a provisional basis:
| Assets Cash and cash equivalents Property, plant and equipment Inventories Trade and other receivables Intangibles Liabilities Trade and other payables Provisions and other liabilities Total identifiable net assets at fair value Goodwill on acquisition Consideration paid Analysis of cash flows on acquisition Net cash acquired with the subsidiary Cash paid Net cash outflow on acquisition |
US$m |
|---|---|
| 6.5 10.8 7.3 9.6 0.6 |
|
| 34.8 | |
| 5.9 11.2 |
|
| 17.1 | |
| 17.7 78.3 |
|
| 96.0 | |
| 6.5 (96.0) |
|
| (89.5) |
If the acquisitions of Hands International and Microgard Ltd were completed effective 1 July 2014, estimated revenue for the Group for the twelve months to 30 June 2015 would have been $1,696.0 million and net profit would have been $199.3 million.
The acquisition accounting for the following acquisitions made during the previous financial year was finalised during the current year.
Midas
The acquisition accounting for Midas, acquired effective 1 November 2013, was completed with no change to the previously reported goodwill.
BarrierSafe (BSSI)
BSSI was acquired effective 2 January 2014 and the completion of the acquisition accounting resulted in a reduction to previously reported goodwill of $1.5 million. The goodwill adjustment relates to additional inventory provisions of $0.4 million offset by reductions in other provisions of $1.9 million.
Recognition and measurement
Business Combinations
The Group accounts for business combinations using the acquisition method. Identifiable assets acquired and liabilities and contingent liabilities assumed are measured at fair value. Any excess of the cost of acquisition over the fair values of the net identifiable assets acquired is recognised as goodwill. Transaction costs are expensed as incurred unless related to the issue of debt or equity securities.
40
Notes to the Financial Statements
19. Parent Entity Disclosures
As at the end of and throughout the financial year ending 30 June 2015, the parent company of the Group was Ansell Limited.
| 2015 | 2014 | |
|---|---|---|
| US$m | US$m | |
| Result of the parent entity | ||
| Profit for the period | 108.7 | 202.2 |
| Other comprehensive income | 9.1 | 3.4 |
| Total comprehensive income for the period | 117.8 | 205.6 |
| Financial position of the parent entity at year end | ||
| Current assets | 664.0 | 743.2 |
| Total assets | 2,304.3 | 2,742.4 |
| Current liabilities | 956.0 | 1,161.7 |
| Total liabilities | 954.4 | 1,162.0 |
| Total equity of the parent entity comprising: | ||
| Issued capital | 1,229.6 | 1,226.8 |
| Reserves | (237.2) | 43.2 |
| Retainedprofits | 357.5 | 310.4 |
| Total Equity | 1,349.9 | 1,580.4 |
The Group has a net current asset position of $568.4 million (2014: $566.4 million) which the parent company controls. As at 30 June 2015, the parent company has a net current liability position of $292.0 million (2014: $418.5 million). The Directors will ensure that the parent company has, at all times, sufficient funds available from the Group to meet its commitments.
Parent entity guarantee
The parent entity guarantees the debts of certain subsidiaries that are guarantors under the Group's revolving credit bank facility.
20. Related Party Disclosures
20(a). Subsidiaries
Ansell Limited is the parent entity of all entities detailed in Note 17 Particulars Relating to Subsidiaries and from time to time has dealings on normal commercial terms and conditions with those entities, the effects of which are eliminated in these consolidated financial statements.
20(b). Transactions with key management personnel
(i) Key management personnel remuneration
| (i) Key management personnel remuneration | |
|---|---|
| 2015 2014 US$ US$ |
|
| Short term benefits Post-employment benefits Share-based payments Long term cash-based incentives Termination benefits |
8,059,621 7,506,175 945,329 618,634 2,256,715 2,037,811 630,931 1,246,179 648,628 - |
| 12,541,224 11,408,799 |
(ii) Service agreements with key management personnel
The Company has no service agreements with the Non-executive Directors. Refer to Section 3.7 of the Remuneration Report for details of service agreements with the Managing Director and other Key Management Personnel.
41
Notes to the Financial Statements
21. Ownership-based Remuneration Schemes
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 (PRs) pursuant to the CEO Special Long Term Incentive Plan. The number of rights granted was determined by dividing the target remuneration value of $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.
CFO Special Long Term Incentive Plan
At the time of his appointment the Chief Financial Officer was allocated 30,130 PRs pursuant to the CFO Special Long Term incentive plan. The number of rights granted was determined by dividing the target remuneration value of $500,000 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 Salmon's formal appointment to the role.
Long Term Incentive Plans
The above plans involve the granting of Performance Share Rights (PSRs) to the Managing Director, other members of the Executive Leadership Team and Vice Presidents.
In accordance with the disclosure requirements of Australian Accounting Standards remuneration includes a proportion of the fair value of PRs and PSRs granted or outstanding during the year. The fair value is determined as at grant date and is progressively allocated over the vesting period for these securities.
The fair value of PSRs is calculated at grant date. The fair values and the factors and assumptions used in determining the fair values of the PSRs applicable for the 2015 financial year are as follows:
| Share Price | Risk Free | ||||||
|---|---|---|---|---|---|---|---|
| Grant | Vesting | Fair | on | Interest | Dividend | ||
| Instrument | Date | Date | Value | Grant Date | Rate | Yield | |
| PSRs | 10/8/2012 | 30/6/2015 | A$12.94 | A$13.90 | N/A | 2.50% | |
| PSRs | 16/8/2013 | 30/6/2016 | A$17.17 | A$18.30 | N/A | 2.25% | |
| PSRs | 14/8/2014 | 30/6/2017 | A$17.73 | A$19.05 | N/A | 2.50% |
The PSRs are subject to a gateway condition and a performance condition as outlined in the Remuneration Report. As the hurdles within these conditions are all non-market based performance hurdles the valuation excludes the impact of performance hurdles.
Options
As at the date of this report, there is no unissued ordinary shares in the Company that remain under option.
Executive Share Plan
The number of Executive Plan Shares (ordinary plan shares paid to five cents) as at balance date are shown in Note 13 Issued Capital and Reserves.
The market price of the Company's shares as at 30 June 2015 was A$24.09.
22. Auditors' Remuneration
| 22. Auditors' Remuneration | ||
|---|---|---|
| 2015 | 2014 | |
| US$ | US$ | |
| Audit and review of the financial reports: | ||
| Auditors of Ansell Limited and Australian entities - KPMG | 1,277,154 | 1,104,523 |
| Other member firms of KPMG (i) | 1,006,876 | 1,448,477 |
| 2,284,030 | 2,553,000 | |
| Other services(ii): | ||
| Other audit and assurance services | ||
| Other member firms of KPMG | 228,320 | 203,119 |
| Taxation and other services | ||
| Other member firms of KPMG | 3,052 | 67,945 |
| Total other services | 231,372 | 271,064 |
| Total auditors' remuneration | 2,515,402 | 2,824,064 |
(i) Includes fees paid or payable for overseas subsidiaries’ local statutory lodgement purposes, group reporting, and other regulatory compliance requirements.
(ii) Other services primarily include assurance based engagements undertaken for compliance and internal governance purposes, tax and IT compliance. Other services provided by KPMG to the Group are subject to appropriate corporate governance procedures encompassing the selection of service providers and the setting of their remuneration.
42
Directors' Declaration
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In the opinion of the Directors of Ansell Limited ('the Company'):
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(a) the consolidated financial statements and notes, set out on pages 2 to 42, and the Remuneration Report contained in the Directors' Report, set out on pages 18 to 49, are in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the Group's financial position as at 30 June 2015 and of its performance, for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001;
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(b) the consolidated financial statements and notes also comply with International Financial Reporting Standards as disclosed in Note 1;
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(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.
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The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and the Chief Financial Officer for the financial year ended 30 June 2015.
Signed in accordance with a resolution of the directors:
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G L L Barnes Chairman
M R Nicolin Director
Dated in Melbourne this 10th day of August 2015
43
ABCD
Independent auditor’s report to the members of Ansell Limited
Report on the financial report
We have audited the accompanying financial report of Ansell Limited (“the Company”), which comprises the consolidated balance sheet as at 30 June 2015, and consolidated income statement and consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year ended on that date, notes 1 to 22 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.
Directors’ responsibility for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements of the Group comply with International Financial Reporting Standards.
Auditor’s responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that gives a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Group’s financial position and of its performance.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative.
Liability limited by a scheme approved under Professional Standards Legislation.
ABCD
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .
Auditor’s opinion
In our opinion:
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(a) the financial report of the Group is in accordance with the Corporations Act 2001, including:
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(i) giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its performance for the year ended on that date; and
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(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.
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(b) the financial report also complies with International Financial Reporting Standards as disclosed in note 1.
Report on the remuneration report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2015. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards.
Auditor’s opinion
In our opinion, the remuneration report of Ansell Limited for the year ended 30 June 2015, complies with Section 300A of the Corporations Act 2001 .
Report on non-IFRS financial information
We have audited the non-IFRS financial information comprising the non-statutory remuneration disclosure set out in the remuneration report for the year ended 30 June 2015. The directors of the Company are responsible for the preparation and presentation of the nonIFRS financial information report in accordance with the basis of preparation set out in section 3.2 of the remuneration report for the year ended 30 June 2015.
Our responsibility is to express an opinion on the non-IFRS financial information, based on our audit conducted in accordance with auditing standards.
ABCD
Auditor’s opinion
In our opinion, the non-IFRS financial comprising the non-statutory remuneration disclosure within the remuneration report for the year ended 30 June 2015, is prepared, in all material respects, in accordance with the basis of the basis of preparation set out in the in section 3.2 of the remuneration report for the year ended 30 June 2015.
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KPMG
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Gordon Sangster Partner
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Suzanne Bell Partner
Melbourne
10 August 2015