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COMPUTERSHARE LIMITED. — Annual Report 2024
Sep 25, 2024
64696_rns_2024-09-25_4d68fd6e-306e-419c-a478-188b5dafb8c6.pdf
Annual Report
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N N
ANNUAL REPORT 2024
Our Annual Report cover celebrates the 30th anniversary of Computershare listing on the Australian Securities Exchange (ASX) in 1994. You can learn more about this milestone and how we celebrated it on page 20.
This financial report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars (USD), unless otherwise stated.
Computershare Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Computershare Limited Yarra Falls 452 Johnston Street, Abbotsford Victoria 3067 Australia
The financial report was authorised for issue by the directors on 23 September 2024. The company has the power to amend and reissue the financial report.
CONTENTS
OVERVIEW
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|Financial calendar|3|
|Financial highlights|4|
|Chairman’s report|5|
|CEO’s report|7|
|Computershare at a glance|9|
|Key Financial Metrics|11|
|Issuer Services|13|
|Computershare Corporate Trust|14|
|Employee Share Plans|15|
|Environment | Social | Governance|16|
|Group Operating Overview|21|
|Business strategies and prospects|23|
|Corporate Governance Statement|26|
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GOVERNANCE
FINANCIALS
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|Consolidated Statement of Comprehensive Income|66|
|Consolidated Statement of Financial Position|67|
|Consolidated Statement of Changes in Equity|68|
|Consolidated Cash Flow Statement|69|
|Notes to the Consolidated Financial Statements|70|
|REPORTS|
|Consolidated entity disclosure statement|132|
|Directors’ Declaration|137|
|Declaration to the Board of Directors|138|
|Independent Auditor’s Report|139|
|FURTHER INFORMATION|
|Shareholder information|145|
|Corporate directory|147|
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|The Directors|29|
|Directors’ Report|42|
|Remuneration Report|45|
|Auditor’s Independence Declaration|65|
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The Chairman’s Report, CEO’s Report, Group Operating Overview and Business Strategies and Prospects comprise our Operating and Financial Review (OFR) and form part of the Directors’ Report. The information included in the Overview section of the report contains various measures which are non-IFRS in nature and not aligned to the Financial section of the Annual Report (Page 66 to 131).
FINANCIAL CALENDAR
2024
21 August
Record date for final dividend
16 September Final dividend paid 14 November The Annual General Meeting of Computershare Limited ABN 71 005 485 825
2025
11 February
Announcement of financial results for the half year ending 31 December 2024
10.00am hybrid meeting
4
FINANCIAL HIGHLIGHTS
| FY24 | FY23 | % CHANGE |
|---|---|---|
| STATUTORY RESULTS | ||
| Total Revenue 3,297.8 million 3,200.8 million 3.0% Net profit after non-controlling interests (NCI) 352.6 million 444.7 million -20.7% Statutory earnings per share 58.90 cents 73.67 cents -20.0% MANAGEMENT ADJUSTED RESULTS |
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| Management EBITDA (Earnings before interest, tax, depreciation, and amortisation) 1,287.3 million 1,216.3 million 5.8% Management EBIT (Earnings before interest and tax) 1,148.8 million 1,032.5 million 11.3% Management net profit after NCI 708.4 million 652.1 million 8.6% Management earnings per share (EPS) 118.33 cents 108.01 cents 9.6% Management earnings per share (in constant currency) 117.63 cents 108.01 cents 8.9% BALANCE SHEET |
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| Total assets 5,118.6 million 6,146.4 million -16.7% Total shareholders’ equity 1,948.6 million 2,141.0 million -9.0% PERFORMANCE INDICATORS |
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| Free cash flow (excluding US MS advances) 612.3 million 511.1 million 19.8% Net debt to management EBITDA (excluding non-recourse debt) 0.36 times 0.85 times Down 0.49 times Return on equity 34.7% 30.1% Up 460bps Staff numbers 12,359 14,081 |
The sum of totals and percentages may not add up to 100% because of rounding.
For a reconciliation between statutory and management adjusted results, refer to note 4 in the notes to the financial statements.
- These financial indicators are based on management adjusted results. Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that the exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. Net debt excludes capitalised lease liabilities. Return on equity is calculated as Management NPAT/average of opening and closing equity.
Where constant currency (CC) references are used in this report, constant currency equals FY24 results translated to USD at FY23 average exchange rates. FY24 Management earnings per share of 117.63 cps assumes weighted average number of shares (WANOS) of 598,649,609. FY23 Management earnings per share of 108.01 cps assumes WANOS of 603,729,336.
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Paul Reynolds | Chairman
CHAIRMAN’S REPORT
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On behalf of the Board of Directors, I am pleased to present Computershare’s Annual Report for FY24.
YEAR IN REVIEW
Computershare delivered strong financial results and finished FY24 as a significantly more resilient business with the right foundations for the future. This is a direct result of good operational progress and management’s delivery of a series of complex technical programmes, disposals and acquisitions in pursuit of our strategy to simplify and build around the core businesses of Issuer Services, Employee Share Plans and Corporate Trust.
Highlights included completion of the immense technical integration of Wells Fargo Corporate Trust, acquired in 2021, and growing it further with the purchase of BNY’s Canada Corporate Trust business (which should complete later in FY25).
After waiting patiently for the right market conditions we also completed the sale of our US Mortgage Services business to Rithm Capital in May, so concluding our key simplification goal.
Computershare’s strong financial position has enabled us to execute disciplined investments in our businesses, whether that be in Employee Share Plans, where we made further strides in transferring clients to the feature-rich EquatePlus platform and completed the strategic acquisition of the Solium Capital UK business in December, or further digitisation investments, particularly in Issuer Services, to drive growth, innovation and efficiency.
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MANAGEMENT REVENUE MANAGEMENT MARGIN
EPS [1] INCOME (MI)
$3.3bn 117.6 cps $832.1m
UP 2.1% UP 8.9% UP 7.3%
RETURN ON INVESTED MANAGEMENT FINAL DIVIDEND
CAPITAL (ROIC) EBIT EX. MI PER SHARE (AUD)
30.2% $310.9m 42 cps [2]
UP 753bps UP 20.9% UP 5.0% [2]
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1 Management EPS is inclusive of FY24 share buybacks. Guidance of around 116cps excluded share buybacks. On this basis, FY24 Management EPS was 116.7 cps vs. 108.0 in FY23, up 8.0%.
2 Unfranked; Total dividend per share for FY24 is AUD 82 cps; Compared to FY23 final and FY24 interim dividend per share of AUD 40 cents per share (cps).
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STRONG RESULTS
These efforts bore fruit in the financial results. Management Earnings Per Share (EPS) – an important measure of our profitability – was up over 8%, slightly ahead of guidance, achieved by driving earnings across our integrated businesses with high quality core fees, more cyclical event-revenue, transaction revenues and margin income.
We achieved this growth despite some challenging conditions in global markets. A continued high interest-rate environment did help deliver an increase in margin income, but also impacted new deal volumes and the number of corporate actions we managed.
Encouragingly, as market sentiment improved in the second half of the year, US structured debt volumes started to improve, and our US Corporate Trust book returned to overall growth
Employee Share Plans delivered a particularly impressive performance, as a result of good sales and client retention combined with increased trading activity; and Issuer Services produced over 10% revenue growth. Good, focused, cost management helped us in delivering operating leverage and margin expansion.
The professionalism and continued commitment of more than 12,000 Computershare employees across the globe to put clients and customers at the forefront of everything we do is evident in these outcomes. Their efforts have put Computershare in a good position to achieve ongoing growth in our three, capital light, core businesses of Issuer Services, Corporate Trust and Employee Share Plans.
FLEXIBILITY TO INVEST AND REWARD SHAREHOLDERS
2024 marks 30 years since Computershare listed on the Australian Securities Exchange (ASX) – so it’s particularly special that we’re continuing our tradition of delivering strong returns for shareholders this year.
These returns support a strengthening balance sheet that provides us with meaningful flexibility looking ahead. We more than halved our net debt in FY24 following the sale of the US Mortgage Services business.
The Board is careful to balance investment for long-term strength with providing returns to shareholders. We’re around halfway through our AU$750m share buyback program and have renewed it for another 12 months. In FY24, we were pleased to deliver a total dividend of 82 Australian cents per share, an increase of 17.1% on last year.
BUILDING ON OUR POSITIVE IMPACT
Computershare has strengthened its focus on having a positive impact on the environment, our people, and communities through our Environment, Social and Governance (ESG) work. This is ever more disciplined and core to how we do business and I am pleased to report we are already implementing changes necessary to meet the forthcoming Australian sustainability disclosure standards.
You can read more about our initiatives on pages 16 to 18 and we’ll provide more details in our third annual ESG Report, which will be released in October.
ENTERING FY25 WITH A POSITIVE OUTLOOK
We expect FY25 to be another year of positive earnings growth. Although our plans anticipate lower interest rates globally and therefore lower margin income, we anticipate this should be more than offset by other profit drivers. We expect the counter-benefits of a lower rate environment such as improved client balances and event revenues and lower interest expense, combined with new cost control initiatives and the impact of recent acquisitions and productivity investments, to underpin the momentum in our core businesses and deliver growth. Specifically, we are guiding that in FY25 we expect Management Earnings Per Share (EPS) to rise by around 7.5% to 126 cents per share.
The Board would like to thank shareholders for their support and to thank CEO Stuart Irving and Computershare’s dedicated team for their work delivering positive outcomes for customers and shareholders over the past year.
Paul Reynolds Chairman
All references to Management Results and guidance in the Chairman’s Report are in constant currency unless otherwise stated. This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements of Computershare’s FY24 Results Market Presentation available at www.asx.com.au.
7
Stuart Irving | CEO
CEO’S REPORT
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It’s been another impressive year for Computershare. We’ve made significant progress on our strategy and have delivered strong results.
Management revenue was up 2.1% to $3.3bn. Management EBIT ex. MI was up 21% and margin income was 7.3% higher at $832m.
As the year unfolded, we saw the start of recovery in some of our more economically sensitive event and transaction activities, as well as ongoing growth in our high-quality recurring fee revenues. With improving client balances through the second half and delays to anticipated rate cuts, we also generated more margin income. Management earnings in the second half of the year were up over 14.7% compared to the first half results.
STRONG CORE BUSINESSES
Our focus on our three core businesses – Issuer Services, Corporate Trust and Employee Share Plans – is paying off.
Revenues were up in our Issuer Services business, with all revenue lines improving – including Register Maintenance, Corporate Actions and Governance Services.
Our Employee Share Plans business is performing strongly, with companies increasingly using equity to attract, retain and reward their employees. Client paid core fees and transaction fees both rose, and our volume of assets under administration remains high.
Our Corporate Trust headline revenues declined modestly due to a range of factors, including higher interest rates affecting the volume and mix of new deals, mainly in the first half. Encouragingly though, this improved in the second half and we finished the year with an increase in Corporate Trust client balances compared to the prior year. We see scope for further recovery in FY25.
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FY24
FY23 @ CC Var
Issuer Services
1,090.4 1,209.7 10.9%
Corporate Trust
957.9 938.6 -2.0%
Employee Share Plans
346.7 440.3 27.0%
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REVENUE
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1,400
FY23 FY24 @ CC
1,200
1,000
800
600
400
200
Issuer Corporate Employee
Services Trust Share Plans
USD M
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DELIVERING ON KEY STRATEGIES
As the Chairman mentioned, we also made good progress focusing the group on our key businesses and disposing of assets that we decided are better owned by others. The sale of US Mortgage Services and KCC will help us focus on our core businesses, reduce debt and improve returns. Excluding the assets we sold, return on invested capital (ROIC) would have been over 35% for the year.
We have also put plans in place to protect Computershare from lower interest rates. We have hedged over $1.5bn of margin income with the majority of this to be paid to us over the next five years.
INNOVATING THROUGH TECHNOLOGY
We are excited to build on our long history of innovation by investing in technology. We have multiple technology projects running across the group to help build on the customer experience we provide and improve the efficiency of our processes.
New technologies coming online in FY25 and FY26 will replace many of our existing customer-facing products within Issuer Services. We’ve also rolled out products to continue improving the operational services we provide to our clients and their customers.
Given my history in Computershare’s technology team, you can imagine how enthused I am about these projects, which will help further enhance Computershare’s client and customer offering.
SUPPORTING OUR TEAM
The 30th anniversary of our listing on the ASX in 1994 was an important reminder of how far Computershare has come. Over the past three decades we’ve grown a team of about 50 people in Melbourne to more than 12,000 employees around the world.
Amid this growth, our team has remained committed to driving Computershare’s success by delivering certainty, ingenuity and advantage to our clients and our Purple culture has been maintained.
We support our team to thrive at work and beyond by nurturing a company culture that empowers people to be themselves, build strong connections, maintain good health and continue developing their skills and experience.
THE YEAR AHEAD
We are well placed to deliver another year of positive earnings improvement in FY25, thanks to our business growth, investments in technology, lower interest costs and efforts to limit costs generally. With our strong core businesses, balance sheet and cash flow we will continue to be able to invest in our core businesses and reward shareholders.
Thank you to our shareholders for your ongoing support over the past year, along with every member of the Computershare team and our Board.
Stuart Irving CEO and President
All references to Management Results in the CEO’s Report are in constant currency unless otherwise stated. This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements of Computershare’s FY24 Results Market Presentation available at www.asx.com.au.
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COMPUTERSHARE AT A GLANCE
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Edinburgh Doxford
Skipton
Dublin
Copenhagen [Oslo]
Monaghan
Rotterdam
Bristol London
Jersey Warsaw
Olten Zurich Munich
Madrid Beijing
Rome
Barcelona
Turin
Hong Kong
Hyderabad
Manila
Bengaluru
Johannesburg
Perth
Adelaide
Melbourne
Paris
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Calgary Minneapolis Toronto Vancouver Chicago Montreal Boston Louisville New York Jersey City Columbia
Maroochydore Brisbane Sydney Auckland
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KEY FINANCIAL METRICS
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MANAGEMENT MANAGEMENT
REVENUE EBITDA
20 21 22 23 24 20 21 22 23 24
MANAGEMENT EPS STATUTORY EPS
20 21 22 23 24 20 21 22 23 24
CASH FLOW DIVIDEND
FROM PER SHARE
OPERATIONS
20 21 22 23 24 20 21 22 23 24
NET OPERATING NET DEBT TO
CASH FLOW EBITDA RATIO
EXCLUDING EXCLUDING
SLS ADVANCES NON‑RECOURSE
SLS ADVANCE
DEBT
20 21 22 23 24 20 21 22 23 24
3,215.9 3,309.5 1,216.3 1,287.3
2,597.4
2,281.2 2,322.8
720.2
646.4 628.2
USD M USD M
118.33 73.67
108.01
58.90
42.55
37.71
57.95
55.57 50.71 33.77
CENTS CENTS
729.0 70 82
608.8 601.0
54
494.5 46 46
306.6
USD M AUD CENTS
731.1 1.93
623.7 1.64
594.4
1.07
438.4 0.85
375.4 0.36
USD M TIMES
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REVENUE BY
PRODUCT
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-
37% Issuer Services
-
28% Corporate Trust
-
14% Employee Share Plans & Voucher Services 15% Mortgage Services & Property Rental Services 6% Communication Services & Utilities
-
< 1% Technology Services & Operations < 1% Business Services
REVENUE BY REGION
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-
61% United States
-
19% United Kingdom, Channel Islands and Africa 7% Canada
-
6% Australia and New Zealand 4% Asia
-
3% Continental Europe
EBITDA BY PRODUCT
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-
35% Issuer Services
-
38% Corporate Trust
-
15% Employee Share Plans & Voucher Services 10% Mortgage Services & Property Rental Services 2% Communication Services & Utilities
-
< 1% Technology Services & Operations < 1% Business Services
EBITDA BY REGION
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-
45% United States
-
44% United Kingdom, Channel Islands and Africa 7% Canada
-
1% Australia and New Zealand 2% Asia
-
1% Continental Europe
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ISSUER SERVICES
Growth across all segments
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Fiona Chalmers CEO, Issuer Services
MANAGEMENT EBIT $448.6m UP 17.3%
MARGIN 37.1% UP 200bps
| REVENUE BREAKDOWN FY24 CC |
FY23 ACTUAL | CC VARIANCE |
|---|---|---|
| Register Maintenance $672.8 $661.5 +1.7% |
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| Corporate Actions $106.4 $86.2 +23.4% |
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| Stakeholder Relationship Management $71.3 $53.0 +34.5% |
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| Governance Services $108.8 $91.3 +19.2% |
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| Margin Income $250.4 $198.4 +26.2% |
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| Total revenue $1,209.7 $1,090.4 +10.9% |
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| Mgmt EBITDA $451.4 $385.3 +17.2% |
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| Mgmt EBITDA margin 37.3% 35.3% Up 200bps |
ISSUER SERVICES REVENUE ($M)
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ISSUER SERVICES REVENUE ($M)
554.2
+10.9% vs. PCP
551.2
546.5
555.0
480.2 +0.5%
475.0
+18.9%
405.1
340.7
355.3 408.6
341.0 376.1
+26.2%
112.4 78.7 44.2 48.4 198.4 250.4
FY19 FY20 FY21 FY22 FY23 FY24 @ CC
Core fee revenue Event and Transactional fee revenue Margin income
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CORPORATE ACTIONS REVENUE ($M)
GLOBAL MANAGED SHAREHOLDER ACCOUNTS (M)
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120.0
100.0 97.1 96.0 36.5 37.9 38.1 38.4 37.5 36.7
83.0 79.5 81.2 76.3
80.0
60.0 54.4
40.0
19.2 14.0
20.0 10.7 10.0 10.4
FY19 FY20 FY21 FY22 FY23 FY24 @ CC FY19 FY20 FY21 FY22 FY23 FY24
Corp. Actions ex HK Corp. Actions HK
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All references to Management Results are in constant currency unless otherwise stated.
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COMPUTERSHARE CORPORATE TRUST
Frank Madonna CEO, Computershare Corporate Trust
Low debt issuance impacts results, recovery underway
| REVENUE BREAKDOWN FY24 CC |
FY23 ACTUAL | CC VARIANCE |
|---|---|---|
| Trust Fee and other revenue $468.4 $484.9 -3.4% |
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| MMF Fee Revenue $49.2 $44.6 +10.3% |
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| Margin Income $420.9 $428.3 -1.7% |
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| Total revenue $938.6 $957.9 ‑2.0% |
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| Mgmt EBITDA $496.6 $532.4 -6.7% |
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| Mgmt EBITDA margin 52.9% 55.6% Down 270bps |
MANAGEMENT EBIT $481.4m DOWN 7.8% MARGIN 51.3% DOWN 320bps
REMIC trustee business exited on 30 June 2023, FY23 revenue of $28.0m.
TOTAL REVENUE BREAKDOWN ($M)
CCT COST SYNERGY PLAN – CUMULATIVE BENEFITS ($M)
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411.5 957.9 938.6 100
80
273.0 235.3 72
52
50
110.7 30 29
17 16
10 7
300.8 684.8 703.3
0
FY22 FY23 FY24 @ CC 8 Mths FY22 FY23 FY24 FY25 FY26 FY27
Structured Products Conventional Debt and Agency Actual Planned
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Refer to slide 30 for definition of structured products and conventional debt and agency.
$80m of synergy benefits targeted by end of FY27. $29.7m of cumulative benefits achieved at the end of FY24.
Forecast execution expenses of c. $230m to transition (Spend to date $195.3m), integrate and transform the business, incurred over the first five years of ownership.
MANDATES UNDER MANAGEMENT (MUM) VS. MANDATES WON
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12,154 1H24 2H24
> 5% improvement in mandates won
2H v. 1H; 10% increase in Structured
Products mandates won
> Structured Products total Mandates
9,070 Under Management marginally up
2H v. 1H; run-off replaced
604
376
9,368 12,122 383 548
MUM – Conv. MUM – Mandates Won – Mandates Won –
Debt & Agency Structured Products Conv. Debt & Agency Structured Products
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All references to Management Results are in constant currency unless otherwise stated
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EMPLOYEE SHARE PLANS
Higher transaction volumes and growth in core fees
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Francis Catterall CEO, Employee Share Plans
MANAGEMENT EBIT $170.3m UP 75.2%
MARGIN
38.7%
| REVENUE BREAKDOWN FY24 CC |
FY23 ACTUAL | CC VARIANCE |
|---|---|---|
| Fee $160.9 $147.3 9.2% |
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| Transactional $211.1 $155.5 35.7% |
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| Other $17.5 $14.9 17.5% |
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| Margin Income $50.8 $28.9 75.8% |
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| Total revenue $440.3 $346.7 27.0% |
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| Mgmt EBITDA $175.3 $102.2 71.6% |
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| Mgmt EBITDA margin 39.8% 29.5% Up 1030bps |
UP 1060bps
*Acquired Solium Capital UK on 1st December 2023. Contributed $24.9m revenue and $10.8m EBITDA in FY24.
TRANSACTIONAL REVENUE ($M)
CORE FEES ($M)
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211.1 178.4
164.4 162.2
156.9
149.9
159.9 159.5 155.5 145.1
128.2 128.9
+10.5% +4.2%
CAGR CAGR
FY19 FY20 FY21 FY22 FY23 FY24 @ CC FY19 FY20 FY21 FY22 FY23 FY24 @ CC
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ASSETS UNDER ADMINISTRATION
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350.0 35.0
Units (bn)
300.0 27.5 27.5 27.4 30.0
25.7 AuA (bn)
250.0 21.9 25.0
20.6
200.0 227.5 225.7 233.8 20.0
207.7
150.0 15.0
159.2
143.3
100.0 10.0
50.0 5.0
FY19 FY20 FY21 FY22 FY23 FY24
AuA ($bn) Shares / Options / Units (bn)
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All references to Management Results are in constant currency unless otherwise stated.
16
ENVIRONMENT | SOCIAL | GOVERNANCE
Computershare aspires to effect positive change related to key Environment, Social and Governance (ESG) matters. The Board and Global Management team recognise the importance of ESG practices as part of their responsibility to shareholders, clients, employees, and the communities in which Computershare operates.
We are pleased to present an overview of our ESG progress in FY24. We will provide a detailed report on material ESG topics and issues, as well as Computershare’s alignment to climate-related disclosures and frameworks, through our annual ESG Report which will be released in October 2024.
ESG STRATEGY
Our ESG strategy is aimed at further embedding key building blocks across our global business to support our ESG journey going forward. These building blocks are structured around five focus areas considered to be material to our business and stakeholders.
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PROCESSES
Ensure ESG principles and requirements are embedded into policies and procedures
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PEOPLE
Further embed ESG management and commitment principles across our people processes to enhance employee engagement
ENVIRONMENT
Increase and improve Computershare’s activities and commitments in relation to achieving a sustainable planet
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DATA
Improve the collection, reporting and accuracy of ESG data and systems to act as an enabler to drive ESG improvements
VALUE-CHAIN
Integrate ESG into customer and supplier channels to improve awareness and develop Computershare’s scope of influence
FY24 ESG STRATEGY PROGRESS:
Data
People
- Re-established regional sustainability champion network.
Implemented further Information Security improvements over the last two years, including data leakage protection tools and investment in advanced identity protection capability.
-
Further developed data security awareness program to focus on tools and investment in advanced behaviour and culture change. identity protection capability. We now have a global network of ~100 > Completed gap assessment of Australian cybersecurity champions. sustainability reporting disclosure standards. We have established
-
Processes an ongoing plan to implement > Working to develop and implement recommendations in advance of the FY26 mandatory reporting requirements.
-
Working to develop and implement an ESG Data and Reporting protocol aimed at supporting future disclosure requirements.
Improved ESG data in relation to supplier carbon footprint and facilities.
- Updated Computershare’s Enterprise Risk Management (ERM) framework to include climate risks within the Group’s risk library.
Environment
Continued to progress our five-year decarbonisation plan during FY24, with our Net Zero and near-term targets now validated and approved by the Science Based Targets Institute (SBTi) and published on their website.
-
Attained EcoVadis Bronze Award and CDP Climate Change rating of B-.
-
Continued to identify and implement renewable energy options across Computershare sites.
Value‑Chain
-
Developed targeted ESG marketing material to support ongoing engagement with clients and customers.
-
Continued to rollout and implement Computershare’s Supplier Code of Conduct.
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ENVIRONMENT
The environment is a core focus across Computershare, and we have worked actively towards managing and reducing our long-term impact on the planet for many years. Across the globe, we focus on minimising our resource consumption, reducing our carbon footprint and other environmental impacts. We have commenced the implementation of our plan to reach Net Zero by 2042, in line with our SBTi targets, and are actively tracking our progress against these targets.
OUR CARBON FOOTPRINT
Computershare measures our corporate carbon footprint annually, including all relevant Scope 1, Scope 2 and Scope 3 categories without any exclusions. We work with an external adviser to support our carbon footprint calculation and the implementation of our overall Net Zero program (including our five-year decarbonisation plan).
| FY24 Carbon Footprint: EMISSION SOURCE |
Previous Base Year Emissions1 [t CO2e] |
Recalculated Base Year Emissions (in FY24)2 [t CO2e] |
FY24 Emissions [t CO2e] |
Share [%] |
Change [t CO2e] |
Change [%] |
|---|---|---|---|---|---|---|
| Scope 1 2,298 2,791 3,344 4.5 553 19.8 |
||||||
| Heat (self-generated) 2,024 2,519 2,429 3.3 -90 -3.6 |
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| Vehicles 45 45 166 0.4 121 268.7 |
||||||
| Cooling agents/refrigerants 197 197 457 0.2 261 132.7 |
||||||
| Generators 32 30 291 0.6 262 877.9 |
||||||
| Scope 2 18,612 8,065 384 0.5 ‑7,658 ‑94.9 |
||||||
| Electricity and electric vehicles (EVs) 18,612 8,065 17 0.1 -8,048 -99.8 |
||||||
| District heating 0 0 367 0.5 367 - |
||||||
| Scope 3 91,589 67,306 70,042 95.0 2,736 3.5 |
||||||
| Purchased goods and services 59,667 35,404 29,412 39.9 -5,991 -16.9 Capital goods 2,947 6,385 7,599 10.3 1,214 19.0 Fuel- and energy-related activities (not included in Scope 1 or 2) 5,216 1,235 1,276 1.7 41 3.3 Upstream Transportation and Distribution 10,060 9,654 8,557 11.6 -1,097 -11.4 Waste generated in operations 1,277 1,441 1,632 2.2 191 13.3 Business Travel3 630 5,046 6,626 9.0 1,580 31.3 Employee commuting3 9,976 6,827 13,519 18.3 6,692 98.0 End-of-life of Sold Products 55 53 52 0.1 -1 0.0 Investments 1,761 1,261 1,368 1.9 107 0.1 |
||||||
| TOTAL 112,499 78,162 73,770 100 ‑4,369 ‑5.59 |
NOTE: Emissions have been reported using The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
1 Our base year is FY21 for Scopes 1 and 2 and FY23 for Scope 3.
2 Our base year emissions were recalculated as part of our FY24 corporate carbon footprint calculation due to the sale of our US Mortgage Services business, which occurred during the period.
3 Emissions from hotel stays and remote working have been included in the table above - but are optional to include and are not part of the SBTi target setting boundary for Computershare.
Computershare has continued to decrease its annual emissions against a revised base year during FY24 by 5.6%. This has primarily been achieved through the continued purchase of renewable energy certificates (Scope 2), a significant improvement in data quality associated with ‘Purchased Goods and Services’ (Scope 3) through increasing the availability and use of primary data (i.e. transitioning from using spend-based data to actual supplier carbon data) and improvements implemented in relation to outbound logistics (Scope 3).
However, our Scope 1 emissions have increased by ~20% in relation to vehicles, cooling agents/refrigerants and generators due to increased office occupancy following the Covid pandemic and ongoing improvements in data collection processes and associated data quality. Scope 3 emissions collectively across business travel and employee commuting categories have also increased by 69.7%, primarily due to a return to normal travel levels after the Covid pandemic and a mandatory return to office requirement implemented during FY24.
INVESTING IN “BEYOND VALUE‑CHAIN” MITIGATION
Computershare also continues to support climate projects beyond our value chain. Key to this is our continued purchase of verified carbon credits through an external partner. These credits provide funding to climate projects that meet our due diligence and assurance requirements (e.g. the Verified Carbon Standard (VCS)) and are aligned to the United Nations Sustainable Development Goals (SDGs). Further information will be provided in our 2024 ESG Report.
18
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SOCIAL
We strive to have a positive impact on our people and broader communities across the world. We know our business is our people - and we work hard to ensure they are supported to thrive and can bring their whole selves to work.
LISTENING TO OUR PEOPLE
We listen to our people and review engagement, wellbeing, 82% global response rate (+8% vs. 2023) and culture through our Employee Opinion Survey (EOS). People 68% Employee Engagement index (-3% vs. 2023) managers receive a results dashboard, which provides insightful data and analysis, empowering them to drive further improvements. 80% Diversity and Inclusion index (-3% vs. 2023)
ENSURING WE ARE A DIVERSE, EQUITABLE AND INCLUSIVE ORGANISATION
We aim for our teams to reflect the diversity of the world in which we operate and for everyone to feel able to thrive as themselves. We nurture a diverse workforce by championing inclusion through our policies, processes and communications. Our senior leaders visibly affirm our diverse, equitable and inclusive culture and we empower our employees to do the same through our Employee Resource Groups.
Grew membership in our Employee Resource Groups from 1,800 to over 2,400 people > Upgraded our People system substantially, which is improving people‑related data insights > Established a new Diversity, Equity and Inclusion working group 157,310 total hours of learning 156 professional qualifications started by employees in FY24 11.25 average hours learning by 116 leaders completed the ‘Lead to employee Succeed – Experienced’ program during FY24 96.27%[of mandatory training ] 28 Apprenticeships started or completed completed in FY24
DEVELOPING OUR PEOPLE THROUGH ESTABLISHED LEARNING PROGRAMS
We provide learning opportunities for our people to ensure that they have the right skills, abilities, and knowledge required to perform their work. We also offer employees opportunities to develop their skills so they can comfortably take on new responsibilities and progress their career within Computershare.
SUPPORTING OUR COMMUNITY THROUGH CHANGE A LIFE
Computershare’s workplace giving program Change A Life aims to empower people and communities facing economic and social challenges around the world. The program currently supports a global project in Nepal and a range of community-focused organisations local to our offices, along with an organisation that champions diversity. Our employees fund Change A Life through payroll donations, which are matched in full by Computershare.
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AU$12.9 million raised since inception AU$646,604[donated to projects ] in FY24 raised by Trek Nepal US$138,000 North America
GOVERNANCE
Computershare is working towards the management of ESG topics being embedded across the organisation so we can further develop company culture around ESG. We strive to implement effective internal practices and policies for ethical decision-making and legal compliance.
We have adopted an ESG Governance structure for the management and control of ESG risks, supported by a strong culture of doing the right thing across the organisation. Our network of sustainability champions is part of this structure and works to embed our practices at a regional level.
In addition to our internal governance structure, Computershare aims to align with recognised global disclosure standards and frameworks, including the UN Sustainable Development Goals, CDP (formerly Carbon Disclosure Project), Task Force on Climate-Related Financial Disclosures (TCFD), Sustainability
Accounting Standards Board (SASB) and EcoVadis. We are also currently working towards compliance with the new Australian Sustainability Reporting Standard (ASRS), which will be required from FY26.
19
PEOPLE AND CULTURE
VALUES
Our long-standing values of Certainty, Ingenuity and Advantage represent what we as a company bring to our clients each and every day. Our ‘Being Purple’ ways of working support our values and are a set of positive behavioural signposts for our people. ‘Being Purple’ also helps us to define the people we want to bring into Computershare and the conduct, behaviours and professional attributes we want to promote and reward.
Detailed guidelines are provided to each member of staff, including our Board of Directors, so that our people know what is expected of them. They reflect what actions can be taken to deliver on these ways of working at every level from employee to senior leader, and our people are assessed against them in their annual performance review. We also provide guidance on ‘what it’s not’ so that our people understand the behaviours we won’t accept.
Our ‘Being Purple’ ways of working also reflect the requirements of our well-established policies on diversity, equity and inclusion, human rights, harassment, anti-bribery, corruption and whistleblowing.
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RECOGNISING OUR PEOPLE
Our annual Purple People Awards recognise employees who have made exceptional contributions to our business and have consistently demonstrated our ‘Being Purple’ ways of working.
Award winners consistently do the right thing and personify our values of certainty, ingenuity and advantage.
Their actions help us deliver outstanding service for our clients and their customers and inspire and empower the people around them.
Here are our 12 Purple People for 2024:
| Here are our 12 Purple People for 2024: | |
|---|---|
| NAME BUSINESS LINE |
LOCATION |
| Leanne Bailey Issuer Services Sydney, Australia |
|
| Catherine Heather Employee Share Plans Bristol, UK |
|
| Alexander Humphries Corporate Trust California, US |
|
| Mark Litchfield Group Marketing Canton, US |
|
| Matthew Monahan Corporate Development New York, US |
|
| Nyssa Oxley UK Loan Services Rainton Bridge, UK |
|
| Petra Papp Communication Services Toronto, Canada |
|
| Jenelaine Ponce Global Operations Melbourne, Australia |
|
| Julie Silver Issuer Services Canton, US |
|
| Becky Simmonds People team Bristol, UK |
|
| Felicity Thomas Employee Share Plans Home based, UK |
|
| Richard Young Technology New York, US |
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CHEERS TO 30 YEARS
This year we celebrated the 30th anniversary of listing on the Australian Securities Exchange (ASX) in 1994 – one of the most significant moments for our company after our founding in 1978.
We are a unique Australian success story, and this milestone was a valuable opportunity to reflect on our significant achievements over the past three decades.
Since 1994 we’ve transformed a team of about 50 people to a team of more than 12,000 employees across the globe, who continue to put our clients and customers at the forefront of everything we do.
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Each year since 2017 we’ve marked our ASX listing anniversary through CPU Day, a chance for all employees to celebrate who we are as a company – including our teammates, culture and history.
The day involves a range of activities, including events at our offices around the world and opportunities to win prizes through virtual competitions.
Our 30-year milestone made this year’s celebrations particularly special and highlighted the strong connections across our team that enable us to provide certainty, ingenuity and advantage to our clients.
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21
GROUP OPERATING OVERVIEW
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the financial year were the operation of the following areas:
-
Issuer Services comprises register maintenance, corporate actions, stakeholder relationship management, corporate governance and related services.
-
Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US and the legacy corporate trust operations in Canada and the US.
-
Employee Share Plans and Voucher Services comprises the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK.
-
Mortgage Services and Property Rental Services comprises mortgage servicing and related activities and tenancy bond protection services in the UK.
-
Business Services comprised of the provision of bankruptcy and class actions administration services, which ceased operating on disposal of the KCC business in FY23.
-
Communication Services and Utilities operations comprises document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery.
-
Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions as well as the provision of transitional services to the KCC business in FY24.
REVIEW OF OPERATIONS
Overview
In constant currency terms, Revenue for the Group rose 2.1% to $3,284.2m, whilst Revenue excluding margin income (MI) was up 0.5%. Adjusting for the KCC and US Mortgage Services disposals, operating revenues were up 8.6%.
Margin income increased 7.3% (up $56.7m) reflecting higher global interest rates, predominantly during the first half of FY24. Adjusting for KCC and US Mortgage Services, MI was up 11.2%.
Issuer Services revenues grew by $119.3m. MI improved by $52.0m. All revenue line segments within Issuer Services improved. Register Maintenance delivered positive growth in client paid fees and strong performance in shareholder paid fees in the US. Issuer Services Management EBITDA was up 17.2% to $451.4m and Management EBIT was up 17.3% to $448.6m.
Corporate Trust contributed total revenues of $938.6m, a reduction of $19.3m versus the prior corresponding period. Included in these revenues, MI totalled $420.9m, a reduction of $7.4m relative to FY23. Average client balances were down $3.3bn compared to the prior corresponding period, albeit higher in the second half. Exiting the GNMA REMIC business in June 2023 impacted trust fee revenues by $28m, however increases elsewhere reduced the overall decline to $16.5m. EBITDA was 6.7% lower to $496.6m and EBIT was 7.8% lower to $481.4m.
Employee Share Plans and Voucher Services revenue was up 25.4%, an increase of $89.2m versus prior corresponding period. This was driven by higher transaction volumes and growth in core fees. MI improved by $22.0m. EBITDA was up 66.0% to $178.4m and EBIT was up 69% to $173.3m.
Mortgage Services and Property Rental Services revenue was down 10.6%, whilst EBITDA was down 6.6% to $120.9m and EBIT was up 115.8% to $51.6m. The US Mortgage Services business (US MS) was sold in May 2024. During its 10 months of ownership in FY24, US Mortgage Services contributed total revenue of $331.9m including MI of $55.9m. Compared to the pcp, US Mortgage Services revenue was down $71.7m. EBITDA was down 15.4% to $86.4m and EBIT was up $20.9m to $17.2m, reflecting lower amortisation of the MSR asset, as asset life was extended from 8 years to 9 years, effective 1st January 2023. In the UK, revenue was $2.0m higher and MI increased by $11.5m reflecting higher interest rates.
Revenue for the Communication Services and Utilities business was 11.4% higher to $185.9m. EBITDA was 8.8% higher at $27.0m and EBIT was up 12.2% at $22.9m.
Business Services was impacted by the disposal of KCC, which was sold in May 2023. However, this is somewhat offset by Transitional Services Agreement (TSA) revenue received as part of the disposal agreement, which was recorded in the Technology and Operations segment. The TSA ceased in May 2024. KCC contributed $70.1m of revenue excluding margin income in the prior comparative period.
22
Revenue
| Revenue | Revenue | Revenue | |
|---|---|---|---|
| Comparison in constant currency Business stream FY2024 @ CC $ million FY2023 Actual $ million CC Variance |
|||
| FY2023 Actual $ million |
CC Variance |
FY2024 Actual $ million |
|
| Issuer Services 1,209.7 1,090.4 10.9% 1,211.3 Corporate Trust 938.6 957.9 -2.0% 936.3 Employee Share Plans & Voucher Services 440.9 351.7 25.4% 458.5 Mortgage Services & Property Rental Services 490.6 548.8 -10.6% 499.7 Communication Services & Utilities 185.9 166.9 11.4% 185.0 Business Services 0.0 95.0 -100.0% 0.0 Technology Services & Operations 18.5 5.3 249.1% 18.7 |
|||
| Total management revenue 3,284.2 3,215.9 2.1% 3,309.5 |
Total management revenue excludes management adjustment items further described in note 4 of the financial statements
| Region | FY2024 @CC $ million |
FY2023 Actual $ million |
CC Variance |
FY2024 Actual $ million |
|---|---|---|---|---|
| United States 2,022.4 2,067.6 -2.2% 2,022.4 United Kingdom, Channel Islands, Ireland and South Africa (UCIA) 604.8 505.7 19.6% 638.5 Canada 237.6 227.1 4.6% 231.7 Australia and New Zealand (ANZ) 212.5 206.0 3.1% 205.1 Asia 114.0 118.9 -4.1% 114.4 Continental Europe (CEU) 92.9 90.6 2.6% 97.5 |
||||
| Total management revenue 3,284.2 3,215.9 2.1% 3,309.5 |
Operating costs
Operating expenses were up 0.2% on FY23 to $2,003.8m in constant currency terms. Adjusting for KCC and US Mortgage Services, Operating expenses increased 8.9% versus the prior corresponding period.
Inflation across our personnel and third-party expense lines and cost growth to support higher revenues contributed to $102.7m (7.8%) of the increase. A further $32.1m (2.4%) of costs related to the establishment of an Indian captive operation for the Corporate Trust business, some stranded costs emanating from the disposal of KCC and the first period of ownership of the Solium Capital UK business.
Our cost-out programs (including CCT synergies) continue to yield benefits with $45.4m of gross benefit realised in FY24, of which $16.7m relates to US Mortgage Services and $12.7m CCT synergies.
Earnings per share (at actual rates)
| Earnings per share (at actual rates) | ||
|---|---|---|
| 2024 Cents |
2023 Cents |
|
| Statutory basic earnings per share 58.90 73.67 Statutory diluted earnings per share 58.78 73.50 Management basic earnings per share 118.33 108.01 Management diluted earnings per share 118.07 107.76 |
The management basic and diluted earnings per share amounts have been calculated excluding the impact of management adjustment items (refer to note 4 in this financial report). All EPS numbers above have been translated at actual FX rates (not constant currency).
Numbers are in constant currency unless otherwise stated.
23
BUSINESS STRATEGIES AND PROSPECTS
OUTLOOK
In August 2024, we provided earnings guidance for FY25. In constant currency, we expect Management EPS to be up around 7.5%, to 126 cents per share. Margin income is expected to be lower in FY25 at around $745m, largely driven by lower interest rate assumptions.
Our guidance assumes a yield of 2.62% on average client balances of $28.5bn. The lower yield reflects an assumption of four US rate cuts in FY25 and is based on interest rate curves as at 22 July 2024.
The expected impact of rate cuts in FY25 is $136m, whilst there was $56m of margin income earned in US Mortgage Services (US MS) in FY24 that will not repeat in FY25. These negatives are anticipated to be offset by growth in balances and an improved balance mix, whilst we also anticipate general business volumes will increase in a lower rate environment.
Interest expense is also set to be around $65m lower versus prior corresponding period, reflecting the disposal of US MS, expected rate cuts and lower net debt position as at the date of this report.
We expect EBIT ex. MI to be up around 15% on a constant currency basis, reflecting the sale of US MS as well as continued momentum in our core businesses, the benefits of recent investments and new cost out programs. The Stage 4 cost out program is now complete following the disposal of US MS. We also announced Stage 5, which is a new business-wide cost-out program designed to remove stranded costs arising from the disposal of KCC and US MS. An additional $45m-$60m of cost savings is expected by the end of FY26 and the FY25 impact of this program has been incorporated into our guidance for the year.
The AUD$750m share buy-back program previously announced in August 2023 is approximately halfway through. We have announced a continuation of the buy-back program into FY25. Note, guidance does not include additional share purchases from the buy-back nor any contribution from the planned acquisition of the BNY Trust Company of Canada announced on 26 April 2024.
This outlook assessment, and other references to our FY25 outlook in this document, are subject to the forward-looking statements disclaimer and a number of other assumptions provided in our FY24 Results Market Presentation disclosed to the Australian Securities Exchange (Slide 58).
RISKS
The Board is responsible for setting the risk appetite for the Group and approving Computershare’s risk management framework and policies annually, as well as assessing their effectiveness in mitigating the risks present in our business. The Board delegates some of this responsibility to the Risk and Audit Committee. The Risk and Audit Committee is highly qualified with deep expertise in strategic, operational and financial risk management. It receives quarterly reports on the key and emerging risks in the Group, supported by both quantitative data and qualitative information. The committee meets with management to discuss and challenge its views on Group, business line, or functional risks, as well as any actions they are taking to mitigate those risks.
Computershare has a clear and well-established approach to the oversight and management of risk, based on the ‘three lines of defence’ model. This model provides a simple framework for the implementation and oversight of risk management in which management, as the first line of defence, has responsibility for its own risk management and control activities.
The risk function, as part of the second line of defence, is responsible for setting the risk framework which includes policies and procedures for identifying and managing risk as well as providing supporting technology. The risk function then oversees risk management activities and provides advisory support to management, as well as forming its own separate and independent opinion on business risks to both management and the Risk and Audit Committee. This structure and process enables robust and challenging conversation at management and board level.
The internal audit function, as the third line of defence, provides an independent and objective assurance function with the responsibility of confirming that the framework, policies and controls designed to manage key risks are being executed effectively by management. Internal audit carries out regular, systematic monitoring of control activities and reports its findings to the senior managers of each business unit, as well as to the Risk and Audit Committee.
24
Risk summary
The following outlines areas of material risk that could impact our ability to achieve our strategic objectives and future financial prospects including, where applicable, our exposure to economic, environmental or social sustainability risks, as well as how we seek to mitigate or manage them.
Strategic and regulatory risk
Our businesses operate in highly regulated markets around the world, and our success can be impacted by changes to the regulatory environment and the structure of these markets. As an organisation, we closely monitor regulatory developments globally and play an active role in consulting with regulators on changes that could impact our business.
Many of our key businesses are subject to direct regulatory oversight. We are required to maintain the appropriate regulatory approvals and licenses to operate and, in some cases, adhere to certain financial covenants, such as capital adequacy. Computershare has robust compliance management and monitoring programs in place to support these regulatory obligations and we aim to engage proactively with regulators in all relevant jurisdictions.
Our business is also at risk of disruption from new technologies and alternative service providers. This means we must constantly be looking for ways to improve our services by investing in new technologies and processes. We have a dedicated innovation team that is responsible for rapidly assessing the viability of new business ideas and initiatives in an agile yet systematic manner using proven innovation techniques. Each of our businesses invests in new technologies and associated processes in order to maintain their competitive edge and to enhance operational effectiveness.
Our prospects also depend on finding and executing on opportunities to grow and diversify our business. There is inherent risk in any acquisition, including the risk of financial loss or missed earnings potential from inappropriate acquisition decisions as well as integration risk in its implementation. Computershare has a strong track record of acquiring and integrating businesses successfully. We have a deliberately focused acquisition strategy with rigorous approval processes, and we also undertake subsequent reviews of our acquisitions and their performance. We also have a well-established methodology and governance structure to support our post-acquisition integration programs which includes stringent project and change risk management processes.
Computershare also operates across a diverse set of countries and tax jurisdictions. The tax environments in these jurisdictions can be complex and subject to change, and these changes cannot always be accurately predicted. Computershare operates a global finance function to manage tax risk within the Group’s risk appetite and engages external tax advice, as appropriate.
Financial risk
Our financial performance each year is underpinned by significant recurring revenue. However, there is also a material proportion of revenue that is derived from transactional activity that is dependent on factors outside our control, which can be challenging to predict. Changes to market activity generally, foreign exchange and interest rates, can impact adversely or favourably on our financial performance.
Computershare generates significant revenues from the transaction processing fees we earn from our services. These revenue sources are substantially dependent on customer trading volumes, market prices and liquidity of securities markets. Sudden, sharp or gradual but sustained declines in market values of securities can result in reduced investor communication activity, including reduced mutual funds communication volumes; reduced mergers and acquisitions activity; reduced proxy activity; reduced trading activity; and illiquid markets.
Margin income is a material contributor to earnings. Changes in investment criteria, interest rates and the level of balances that we hold on behalf of clients can have a material impact on the Group’s earnings. As global interest rates remained at higher levels, the risk to Computershare of being adversely impacted by low interest rates reduced, and the earnings we received from margin income increased. The forward outlook for global interest rates is now for them to gradually reduce and consequently the risk of adverse impact from lower interest rates is increasing. We have robust policies and other protections to manage interest rate risk (including hedging, refer to note 12 of the financial statements for further details) and other risks associated with placing those funds (including counterparty risk), and we also make significant investments in processes and technology to identify, allocate, reconcile and oversee client monies.
The market for Computershare’s products and services is rapidly evolving and highly competitive. We compete with a number of firms that provide similar products and services to our own. In addition, we compete with our clients’ in-house capabilities to perform functions that they might otherwise outsource to us. We continually strive to remain the leading provider of services in all our business lines globally and invest significantly in new technology and services to maintain our market-leading position.
25
Operational risk
Computershare maintains the capability to provide critical services to our clients during times of business disruption through strict business continuity and operational resiliency planning, crisis management, and disaster recovery processes. This capability covers the various risks Computershare may face that could disrupt our critical services, from cyber threats to natural disasters.
Computershare has robust planning and controls in place to ensure that its global business operations and supply chains are resilient and can meet client expectations in the event of any future disruption. Where we consider there to be increased risk in specific businesses or geographies, we apply timely and effective mitigation and monitoring strategies. The Being Purple Framework supports the promotion of positive behaviour and cultures, and the Employee Opinion Survey provides all staff with the ability to express their views on working in CPU. Management and the Board of Directors monitor People Risk and the delivery of mitigation plans closely.
Computershare deals with a high volume of daily transactions that can be exposed to data loss and security breaches. The nature of cyber-crime is constantly evolving, and information systems are vulnerable to cyber-attacks. Security breaches may involve unauthorised access to Computershare systems and databases, damage to Computershare’s systems and either the exposure or theft of confidential client data (or both). This presents a range of challenges, from ensuring the security and integrity of that data, as well as the continuity of our service in the face of internal and external factors. We manage these risks through extensive business resiliency planning and testing as well as rigorous internal controls around the ability to access and modify client data. We also make significant investments in technology and services to protect data at rest, in motion and at endpoint, including a specialist Information Security team whose responsibilities include ensuring we have appropriate and effective systems in place to protect our and our clients’ data from unauthorised access. Our dedicated Financial Crime team is also responsible for analysing information and transactions to mitigate the risk of fraud (both internal and external), and these resources are focused on areas of highest potential exposure. Recognising the increased risk of external fraud, Computershare continues to invest in preventative measures in this area.
Computershare also undertakes high volumes of transactional processes, some of which are complex. There is a risk that failure to process these transactions correctly could result in liabilities being incurred to third parties, so we invest significantly in technology to automate processes where possible and financially viable. We also have policies, processes and corresponding controls to assist in mitigating this risk, which are routinely tested through our second and third line assurance and oversight functions. The Group also maintains appropriate insurance.
ESG risk
Computershare incorporates ESG risk within its Enterprise Risk Management Framework (ERMF) and has policies to ensure there is clear ownership and management of ESG related risks. We have continued to work with external partners to maintain our awareness and understanding of market practice and trends on ESG risk management, and there is ongoing communication on ESG Risk across our three lines of defence. We will continue to include and enhance climate-related events and scenarios in our Business Continuity Planning and processes for continued business resilience.
We monitor the risks to our businesses through climate change, environmental management practices and the duty of care that is placed on us as a result, including health and safety at work.
Our compliance program closely monitors our risks related to bribery and corruption and ensures we remain in compliance with applicable laws and regulations. Computershare publishes its Anti-Bribery and Corruption Policy on our website.
Computershare monitors its network of suppliers on a risk-assessed basis to obtain assurance that our supply chain complies with applicable Modern Slavery laws and in FY23 we introduced our Global Supplier Code of Conduct (which can be found on our website) and have an ongoing communication program for all new and existing suppliers as part of our due diligence processes. Computershare remains committed to ensuring that modern slavery and human trafficking form no part of the services we provide or the supply chains we rely upon to provide those services. The people responsible for supply chain management are required to complete targeted training in this area. Computershare publishes an annual Modern Slavery Statement on our website.
We monitor and assess risk management and ethical behaviour in Computershare on an annual basis and take action when we identify areas of improvement or receive feedback during the assessment. We also examine employee perceptions of our ethical behaviours and risk management, as well as the effectiveness of our training and policies through our Employee Opinion Survey.
For more information about our ESG initiatives please read our online ESG Report on our website.
26
CORPORATE GOVERNANCE STATEMENT
COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE
The Board is committed to maintaining high standards of corporate governance by overseeing a sound and effective governance framework for the management and conduct of Computershare’s business. This statement outlines Computershare’s main corporate governance practices in place during the financial year ended 30 June 2024. The Board believes that these governance arrangements complied with the recommendations set by the fourth edition of the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations throughout the reporting period.
In this statement ‘Group’ is used to refer to Computershare Limited and its controlled entities, and references to ‘Group management’ refer to the Group’s Chief Executive Officer and the executives reporting directly to the Chief Executive Officer.
This Corporate Governance Statement has been approved by the Board and is current as at 25 September 2024.
1. Board responsibilities
The Board has a formal charter that documents its membership, duties and responsibilities and operating procedures. A copy of the charter is available from www.computershare.com/governance.
The principal role of the Board is to ensure the long-term prosperity of the Group by setting broad corporate governance principles that govern the Group’s business operations and accountability and to ensure that those principles are effectively implemented by Group management.
The Board’s main duties and responsibilities are as follows:
| Strategic planning for the Group |
involves commenting on and providing final approval of the Group’s corporate strategy and related performance objectives as developed by Group management; and monitoring Group management’s implementation of and performance with respect to that agreed corporate strategy. |
|
|---|---|---|
| Financial and risk management |
includes approving the Group’s budgets and other performance indicators and monitoring progress against them; approving and monitoring financial and other reporting, internal and external audit plans; setting the Group’s financial and non-financial risk appetite and approving enterprise risk management plans; and monitoring the progress of major capital expenditure, acquisitions, and divestitures within the scope of Board approved delegations. |
|
| Corporate governance |
incorporates overseeing Computershare’s corporate governance framework, including approving Computershare’s statement of values and code of conduct as well as changes made to key supporting Group policies; and overseeing Computershare’s reporting to shareholders and its compliance with its continuous disclosure obligations. |
|
| Overseeing Group management |
involves the appointment and (if required) removal of the Chief Executive Officer as well as the monitoring of his or her ongoing performance; and the appointment and (if required) removal of Group management personnel, including the Chief Financial Officer and Company Secretary. |
|
| Remuneration | comprises the approval of Computershare’s overall remuneration framework and determining the remuneration of non-executive directors within the limits approved by shareholders. |
The Board has delegated the responsibility for day-to-day management and administration of Computershare to the Chief Executive Officer who, in conjunction with Group management, is responsible for managing the Group in accordance with the corporate strategy, plans and policies approved by the Board.
27
2. Board composition
Computershare’s Constitution states that the Board must have a minimum of three and a maximum of ten directors. Re-appointment is not automatic; if retiring directors would like to continue to hold office, they must submit themselves for re-election by Computershare’s shareholders at the Annual General Meeting. No director (other than the Chief Executive Officer) may be in office for longer than three years without facing re-election.
In addition to ensuring that the Board has the mix of skills, knowledge and experience commonly required across boards of major ASX-listed companies, the Board also regularly reassesses its composition to ensure that it:
-
Aligns with the Group’s strategic objectives
-
Has the necessary skills and expertise to provide oversight of those areas of the Group’s business where there is the greatest scope to increase shareholder value in the future
-
Has an appropriate balance of directors who are based in Australia and those who are based in (or who have experience in) regions where there are significant Group operations
-
Is of a size that is conducive to effective discussion and efficient decision making.
To assist in this process, the Board has developed a skills matrix that sets out the skills and experiences that it has or is looking to achieve. The current skills and experience of the Board, assessed against the matrix, are as follows:
| LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
LEADERSHIP AND GOVERNANCE TOTAL OUT OF EIGHT DIRECTORS |
|---|---|---|---|---|---|---|---|---|---|
| Strategy Innovation and entrepreneurship CEO-level experience Other non-executive director experience ESG experience |
7 5 4 7 |
||||||||
| 8 | |||||||||
| BUSINESS EXPERIENCE | |||||||||
| M&A and capital markets experience International business experience Working in regulated industries Outsourced business services Business development/access to networks |
8 | ||||||||
| 8 | |||||||||
| 6 6 6 |
|||||||||
| FINANCIAL AND RISK | |||||||||
| Accounting and finance Banking and treasury Audit, risk management and compliance |
4 | ||||||||
| 3 | |||||||||
| 8 | |||||||||
| OTHER | |||||||||
| Technology, digital and cyber People and Culture |
6 6 |
||||||||
| GEOGRAPHIC EXPERIENCE | |||||||||
| North America UK and Europe Asia Australia |
7 | ||||||||
| 7 | |||||||||
| 4 | |||||||||
| 6 |
During the reporting period, Mr Gerrard Schmid was appointed to the Board as a non-executive director with effect from 14 March 2024. Mr Schmid is a board director and former CEO with experience in banking, payments and financial technology. His most recent executive role was CEO of Diebold Nixdorf, a US-based and NYSE listed global payments FinTech company. He is based in Toronto, Canada.
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3. Director and senior executive appointments
Computershare’s non-executive directors have signed formal letters of appointment setting out the key terms and conditions relating to their appointment as a director. Senior executives at Computershare also sign employment agreements, except in certain overseas jurisdictions as a result of local employment practices.
Proposed appointees to the Board and senior executive appointments are subject to appropriate background checks. The format of these checks is dependent on the residence of the proposed appointee but would typically include police and bankruptcy checks and searches of relevant public records and filings. This is in addition to confirmation of the proposed appointee’s experience and character as appropriate.
Any director appointed by the Board will be required to stand for election at the next AGM, at which time the Company will provide in the notice of meeting all material information known to the Company that is relevant for shareholders to decide on whether to appoint the director.
On appointment, all new directors undertake an induction process. They receive copies of all key governance documents, as well as briefings from senior management on material matters relating to the Computershare Group, including strategic considerations, financial performance, major markets and business lines, as well as operational and technological capability. The Board has typically held meetings in all the major markets in which the Group operates, which provides new directors, along with the rest of the Board, the opportunity to meet with management and visit operational facilities during those meetings.
Directors receive briefings on material macro developments that might impact the Group’s operations, such as market structure changes and changes to business models. Members of the Risk and Audit Committee also receive updates on financial reporting and accounting matters as part of continuing professional education. Directors otherwise keep themselves informed of relevant matters by self-education and attendance at various courses and presentations and may also request that the Company provide them with specific development opportunities which they may consider necessary to improve their skills and knowledge.
29
THE DIRECTORS
As at the date of this Annual Report, the Board composition (with details of the professional background of each director) is as follows:
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Paul Reynolds
BA, PhD
Position: Chairman Age: 67 Independent: Yes Years of service: 6
Term of office
Paul Reynolds was appointed to the Board as a non-executive director on 5 October 2018 and was re-elected by shareholders in November 2021. He was appointed Chairman in November 2022.
Skills and experience
Paul Reynolds has extensive experience in CEO and Chairman positions in Telecoms, Media and Financial Services businesses. He was a member of the Board at British Telecom from 2001-2007 and CEO of one of its largest businesses, BT Wholesale, and led BT’s global technology and many of its biggest transformation programs. From 2007-2012, Paul was CEO of Telecom New Zealand, and led its structural separation into independent retail and network companies. Paul is based in the UK.
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Stuart Irving
Position: Chief Executive Officer Age: 53 Independent: No Years of service: 10
Term of office
Stuart Irving was appointed Chief Executive Officer and President of Computershare on 1 July 2014. He joined Computershare in 1998.
Skills and experience
Stuart held a number of roles at The Royal Bank of Scotland before joining Computershare as IT Development Manager in the UK.
Stuart subsequently worked in South Africa, Canada and the US before becoming Chief Information Officer for North America in 2005 and then the Computershare Group’s Chief Information Officer in 2008.
Board Committee membership
Member of the Nomination Committee
Other directorships and offices
Non-Executive Chairman of STV Group plc
Board Committee membership
Chair of the Nomination Committee Member of the Risk and Audit Committee Member of the People and Culture Committee
30
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Tiffany Fuller
B.Com, GAICD, CAANZ (Member)
Position: Non-Executive Director Age: 54 Independent: Yes Years of service: 10
Term of office
Tiffany Fuller was appointed to the Board on 1 October 2014 as a non-executive director. Tiffany was last re-elected in 2022.
Skills and experience
Tiffany is an experienced public company non-executive director with broad experience in chartered accounting, corporate finance, investment banking, funds management and management consulting in Australia and globally.
Tiffany’s skills include finance and accounting, strategy, M&A, risk and governance. Her career includes roles at Arthur Andersen and Rothschild and spans multiple industry sectors including financial services, technology, retail, resources and telecommunications.
Other directorships and offices
Non-Executive Director of Washington H. Soul Pattinson & Company Limited (appointed in 2017) Non-Executive Director of Vicinity Centres (appointed November 2022)
Board Committee membership
Chair of the Risk and Audit Committee Member of the Nomination Committee
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Joseph Velli
BA, MBA
Position: Non-Executive Director Age: 65 Independent: Yes Years of service: 10
Term of office
Joseph Velli was appointed to the Board on 1 October 2014 as a non-executive director. Joseph was last re-elected in November 2023.
Skills and experience
Joseph is a retired financial services and technology executive with extensive securities servicing, M&A and public board experience. For most of his career, Joseph served as Senior Executive Vice President of The Bank of New York and as a member of the Bank’s Senior Policy Committee.
During his 22-year tenure with the Bank, Joseph’s responsibilities included heading Global Issuer Services, Global Custody and related Investor Services, Global Liquidity Services, Pension and 401k Services, Consumer and Retail Banking, Correspondent Clearing and Securities Services. Most recently Joseph served as the Chairman and Chief Executive Officer of Convergex Group.
Other directorships and offices
Non-Executive Director of Paychex, Inc. Non-Executive Director of Cognizant Technology Solutions Corporation
Board Committee membership
Member of the People and Culture Committee Member of the Nomination Committee
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Abi Cleland
B.Com, BA, MBA
Position: Non-Executive Director Age: 51 Independent: Yes Years of service: 6
Term of office
Abi Cleland was appointed to the Board as a non-executive director on 14 February 2018 and was re-elected by shareholders in November 2023.
Skills and experience
Abi has extensive global experience in strategy, M&A, digital and business growth. Abi has held senior executive roles in the industrial, retail, agriculture and financial services sectors at companies including ANZ, Amcor, Incitec Pivot and Caltex after starting her career at BHP.
Abi also set up and ran an advisory and management business, Absolute Partners which focused on strategy, M&A and building businesses leveraging disruptive changes.
Other directorships and offices
Non-Executive Director of Orora Limited (appointed in 2014) Non-Executive Director of Coles Group Limited (appointed in 2018) Non-Executive Director of Bendigo and Adelaide Bank Limited (appointed in 2024)
Non-Executive Director of Sydney Airport Limited (until March 2022)
Board committee membership
Member of the People and Culture Committee Member of the Nomination Committee
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==> picture [140 x 122] intentionally omitted <==
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Lisa Gay
BA, LLB
Position: Non-Executive Director Age: 62 Independent: Yes Years of service: 6
Gerrard Schmid
BSc., MASc.
Position: Non-Executive Director Age: 56 Independent: Yes Years of service: 0-1
John Nendick
BA, CPA, NACD
Position: Non-Executive Director Age: 67 Independent: Yes Years of service: 3
Term of office
Lisa Gay was appointed to the Board as a non-executive director on 14 February 2018 and was re-elected by shareholders in November 2021.
Term of office
Gerrard Schmid was appointed to the Board as an additional non-executive director on 14 March 2024.
Term of office
John Nendick was appointed to the Board as a non-executive director on 21 September 2021 and was elected by shareholders in November 2021.
Skills and experience
Skills and experience
Lisa Gay is a highly regarded business leader with extensive financial services experience in funds management, investment banking, and stockbroking. She was formerly Chair of the Australian Securities and Investment Commission’s Markets Disciplinary Panel and Deputy Chair of the Indigenous Land Corporation. From 1990-2010 Lisa was general counsel and managing director of Goldman Sachs Group Australia.
Other directorships and offices
Chair of Victoria Funds Management Corporation Non-executive Director of Koda Capital
Board committee membership
Chair of the People and Culture Committee Member of the Nomination Committee
Gerrard Schmid is a Board Director and former CEO with extensive executive and board experience in Computershare’s key operating market of North America across the financial services and technology sectors. He was most recently Chief Executive Officer at Diebold Nixdorf, a US-based and NYSE-listed global payments fintech company. Gerrard also served on the board of ISACA, an international professional association focused on IT governance and cybersecurity certification.
Other directorships and offices
Non-Executive Director of Array Technologies Non-Executive Director of Dimensions Health Non-Executive Director of Ingenico
Board committee membership
Member of the Risk and Audit Committee Member of the Nomination Committee
Skills and experience
John Nendick is a senior finance executive who is an expert in new business models, global financial, accounting and audit matters, transactions and technology and Technology, Media and Telecomm (TMT) trends globally. He currently serves as a board member, advisor, investor and educator across these and other industries. He was, until 2020, the Deputy Global Leader of EY’s TMT business and also served on EY’s Global Practice Group. John is based in California.
Other directorships and offices
Member of Board of Eved LLC Member of the Corporate Advisory Board and Board of Leaders of the Marshall School of Business at the University of Southern California Member, Business Advisory Board of the Los Angeles Kings
Board Committee membership
Member of the Risk and Audit Committee Member of the Nomination Committee
32
4. Board independence
The Board has reviewed the independence of each of the eight directors in office as at the date of this Annual Report and has determined that seven out of the eight directors are independent and were so throughout the reporting period. The director who is not considered to be independent is Stuart Irving, as the Group Chief Executive Officer.
To determine the independence of a director, the Board must consider several different factors, including those set out below:
-
Whether the director acts (or has recently acted) in an executive capacity for the Company
-
The materiality of the director’s shareholding in the Company (if any)
-
The existence of any other material relationship between the director and a member of the Group (for example, where the director is or has been an officer of a significant adviser, supplier or customer)
-
The ability of the director to exercise their judgement independently
The Board notes that Joseph Velli is a director of Cognizant Technology Solutions Corporation, a company which supplies IT and business outsource services to the Group. The Board has considered this relationship and is satisfied that Mr Velli’s position as a director of Cognizant Technology Solutions Corporation does not have any impact on his capacity to bring an independent judgement to bear on issues before the Board. The Board has appropriate procedures in place to manage circumstances where a matter relating to Cognizant Technology Solutions Corporation might be under consideration by the Board.
5. Board meetings and reports
The Board’s standard meeting schedule includes four in-person meetings each year, as well as a series of scheduled update meetings. The Board also meets as required to discuss and, if appropriate, approve specific strategic initiatives contemplated by the Group. In-person Board meetings generally take place over three days and provide the Board with the opportunity to meet senior management relevant to the agenda for the meeting. At its meetings, the Board discusses the Group’s results, prospects, strategy (both short and long-term), operational performance and other matters, including legal, governance and compliance issues. The Board held four in-person meetings over the reporting period.
The Committees of the Board also meet regularly to fulfil their duties (as discussed further below).
Group management provides monthly reports to the Board detailing current financial information concerning the Group. Management also provides additional information on matters of interest to the Board, including operational performance, major initiatives and the Group’s risk profile (as appropriate).
6. Board committees
To assist in discharging its responsibilities, the Board has established three committees.
RISK AND AUDIT NOMINATION PEOPLE AND CULTURE COMMITTEE COMMITTEE COMMITTEE
RISK AND AUDIT COMMITTEE
The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Company’s financial and ESG reporting, internal control structure, risk management systems, internal audit function and external audit requirements. The Committee also reviews material tax and legal matters and receives updates on reports made under the Group’s Whistleblower program and Financial Crime Unit.
The Risk and Audit Committee is chaired by Tiffany Fuller and the other members are Paul Reynolds, John Nendick and Gerrard Schmid. Each member of this Committee is considered by the Board to be independent.
The Board regards these members as having the required financial expertise and an appropriate understanding of the markets in which the Group operates. The Chief Executive Officer, the Chief Financial Officer, the Group General Counsel and Company Secretary, the Group Chief Audit Executive, the Group Risk Officer and the Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s discretion.
The Risk and Audit Committee is governed by a Board-approved charter. A copy of this Risk and Audit Committee Charter is available from www.computershare.com/governance.
33
NOMINATION COMMITTEE
The main functions of the Nomination Committee are to review the competence, expertise, performance, constitution and succession of the Board, as well as the performance of individual directors.
The Nomination Committee generally meets on each occasion that the Board meets in person. All current directors are members of the Nomination Committee, and it is chaired by Paul Reynolds in his capacity as Chairman of the Board.
The Nomination Committee’s policy for the appointment of directors is to select candidates whose skills, expertise, qualifications, networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand) complement those of existing Board members so that the Board as a whole has the requisite skills, diversity and experience to fulfil its duties.
The Nomination Committee is governed by a Board-approved charter. A copy of this Nomination Committee Charter is available from www.computershare.com/governance.
PEOPLE AND CULTURE COMMITTEE
The People and Culture Committee’s principal functions are to advise the Board on matters relating to performance, talent and succession, culture and inclusion and diversity, as well as the remuneration of the Group’s key management personnel and more broadly across the Group.
-
In relation to remuneration-related matters, the Committee considers, reviews and makes recommendations to the Board about the following matters:
-
The Chief Executive Officer’s remuneration policy recommendations
-
Remuneration and contract terms for the Chief Executive Officer and the Group’s key executives
-
Terms and conditions of long-term incentive plans, short-term incentive plans, share rights plans, performance targets and bonus payments for the Chief Executive Officer and the Group’s key executives
-
Terms and conditions of any employee incentive plans
-
The recommendations of the Chief Executive Officer on offers to executives under any longterm incentive plan established by the Company from time to time
-
Remuneration of non-executive directors within the limits approved by shareholders
-
Content of the remuneration report to be included in the Company’s Annual Report
-
In relation to people and culture matters, the Committee considers, reviews and makes recommendations to the Board about the following matters:
-
Succession planning for senior management and development frameworks for key talent
-
The effectiveness of the Group’s diversity policies and initiatives
-
Monitoring surveys conducted by the Company in relation to the culture of the organisation; assessing performance against measurable objectives for achieving diversity on an annual basis, including the relative proportion of women at all levels; and Computershare’s compliance with external reporting requirements
The Committee is chaired by Lisa Gay and the other members are Abi Cleland, Joseph Velli and Paul Reynolds. The Committee’s Charter requires that the Committee must be comprised of a majority of independent directors.
The Committee has access to Group management and, where necessary, may consult independent experts to discharge its responsibilities effectively.
The People and Culture Committee is governed by a Board-approved charter. A copy of this People and Culture Committee Charter is available from www.computershare.com/governance.
For details of directors’ attendance at Committee meetings, see the Directors’ Report, which starts on page 42 of this Annual Report.
34
7. Equity participation by non‑executive directors
In FY24, the Board adopted a minimum shareholding requirement policy that applies to non-executive directors as well as executive key management personnel. The policy sets out the holding requirements, which are 100% of base annual fees (excluding committee fees) for the non-executive directors and 100% of annual base salary for the executive KMP. The holding requirement must be satisfied within the latter of 5 years of the date of appointment and the commencement date of the policy. As at the date of this report, all non-executive directors hold their minimum holding target except for Mr Gerrard Schmid who was appointed in March 2024 and acquired his first holding in August 2024.
8. Remuneration
For information relating to the Group’s remuneration practices and details relating to the directors’ remuneration and that of the Group’s key management personnel during the year ended 30 June 2024, see the Remuneration Report, which starts on page 45 of this Annual Report and is incorporated into this corporate governance statement by reference.
In addition to the disclosures contained in the Remuneration Report, it should be noted that the Board is keen to encourage equity holdings in the Company by employees with a view to aligning staff and shareholder interests. Many employees have participated (and continue to participate) in the various equity plans offered by the Company, and the directors believe that, historically, this has contributed significantly to the Group’s success.
9. Annual review of Board and Group management performance
The Board’s performance is regularly reviewed by the directors of the Company as a whole. There is a standing agenda item at Board meetings for directors to be given an opportunity to discuss any concerns they may have with the Board’s and its Committees’ performance, as well as any steps that can be taken to maintain their effectiveness.
During the reporting period, the Board and each Committee undertook a review of Board and Committee performance by completing questionnaires and discussing the responses. The process for evaluating the performance of individual directors is an informal one. The Chairman is responsible for engaging directly with directors on any individual performance concerns. Directors can raise concerns they might have with an individual director’s performance directly with the Chairman.
The Board also annually reviews the Chief Executive Officer’s performance while the Chief Executive Officer annually reviews the performance of the other members of Group management. This process includes a review of KPIs for the purpose of determining management’s short-term incentive outcomes for the year and these outcomes are reviewed by the People and Culture Committee and ultimately approved by the Board.
10. Identifying and managing business risks
The Business Strategies and Prospects section of this Annual Report contains a summary of Computershare’s approach to managing risk within the organisation, including its exposure to environmental and social risks.
In respect of the reporting period, the Board received a report from the Chief Executive Officer and the Chief Financial Officer that confirms, among other things, the following:
-
The ‘Declaration to the Board of Directors of Computershare Limited’, a copy of which is included in this Annual Report (see page 138) as required by section 295A of the Corporations Act 2001, is founded on a sound risk management and internal control system that is operating effectively in all material respects in relation to financial reporting risks
-
The Group’s material business risks have been managed effectively
The Risk and Audit Committee reviewed and assessed the Group’s risk management practices throughout the year and also undertook a formal review of the Group’s risk management framework during the reporting period, and was satisfied that it remained sound.
35
11. Diversity, equity and inclusion (DEI)
Diversity, equity and inclusion make our business stronger. Having a rich mix of perspectives in our workplace helps facilitate creativity, innovation and productivity, and ensures we are best equipped to meet the demands of our global customer base.
Our employee survey results show that we have created an inclusive workplace where our people truly believe their unique differences in thinking, ideas and experiences are valued. This is an important part of Computershare’s culture and our Being Purple ways of working.
This summary outlines the progress we have made to further embed diversity, equity and inclusion across our organisation during FY24, and our focus areas for FY25.
FY24 Progress
-
Held Global DEI forums with our group CEO and leaders of our Employee Resource Groups (ERGs), to provide a two-way dialogue between Executive Leaders and our employees.
-
Grew membership of our ERGs from 1,800 to 2,400, with many employees participating in multiple ERGs.
-
Created a DEI Working Group to drive DEI initiatives and consider new ideas brought forward to support DEI (through our ERGs or DEI forums), consisting primarily of members of our People, Technology and Facilities teams.
-
Created the framework for an Accessibility Action Plan.
-
Introduced an enhanced interview guide for our people to include Purple Ways of Working and new competencies, to help reduce bias in the interview process. The next iteration will include guidelines on the use of diverse interview panels.
-
Offered differentiated development opportunities to diverse talent in our team, such as mentoring through our ERGs (Women4Women, Purple Pride and the Black Leadership Group), and our partnership with Solaris, an external leadership development program for women of colour.
-
Refreshed our Mental Health Toolkit and launched a new DEI intranet site to help expand broader health and wellbeing.
-
Improved our data insights into who our employees are, through the People management system we introduced in FY23, with approximately 52% of employees providing their ethnicity information, 22% providing their disability information, and 99% providing their gender information. We will see lower numbers in the ethnicity and disability fields due to fields being optional or unavailable for declaration in some countries due to regulations.
-
Delivered regular communications and events focused on DEI.
-
Participated in external events such as volunteering with our diversity partner organisation Year Up, and participating in the Bristol Pride Parade.
36
Feedback on FY24 Measurable Objectives
==> picture [510 x 25] intentionally omitted <==
----- Start of picture text -----
Objective Measurement Result
----- End of picture text -----
| Launch an Accessibility | > | Increase in employment | We have created a framework for our AAP, and have divided | We have created a framework for our AAP, and have divided |
|---|---|---|---|---|
| Action Plan (AAP) to create | of and engagement with | the actions into 5 workstreams: | ||
| meaningful career pathways for people with disabilities. Progress interaction with customers and suppliers to better support diverse |
> > > |
people with a disability. Accessibility and inclusive design activities embedded in every stage of the project development lifecycle. Implement diverse supplier principles. Start to measure the |
> > > > > > |
Talent Acquisition Employee Relations including onboarding, and people policies and practices Learning & Development Technical accessibility for internal and external user experience Physical accessibility with a focus on Health and Safety This action has been placed on hold due to the redesign of the procurement processes in our People and Finance management system. |
| individuals and achieve | number of diverse | |||
| diverse outcomes. | supplier partnerships | |||
| Leverage diversity data from our new People Management System and Employee |
> | in place. Goals identified for diverse populations in talent acquisition and |
> | Employees now have the option to disclose more demographic data such as ethnicity, disability, additional gender identities, and religion. |
| Opinion Survey responses to set goals in talent acquisition and employee engagement. |
employee engagement. | > | We will see lower numbers in the ethnicity, religion and disability fields due to fields being optional or unavailable for declaration in some countries due to |
|
| regulations. | ||||
| > | Further work is being done on the reporting | |||
| Continue to embed diversity principles into People |
> | Inclusive policies in place. |
> | functionality, which will help us set goals in talent acquisition and employee engagement. Updated Diversity & Inclusion Policy to reflect equity (now Diversity, Equity and Inclusion Policy). |
| policies, processes and leadership competencies by reviewing DEI gaps identified by ERGs, regulations or industry best practices. |
> | Expansion of development offerings to include DEI principles. |
> > |
Aligned Leadership Competency Framework to our Being Purple Ways of Working with specific inclusive leadership principles. Introduced an enhanced interview guide that includes our Being Purple Ways of working, to help reduce bias |
| in the interview process. The next iteration will include | ||||
| guidelines on the use of diverse interview panels. | ||||
| > > |
Developing a selection and assessment framework to enhance the tools available to managers in selecting candidates for roles, to provide multiple data points and broader evidence to support objective decision making and reducing bias. Currently reviewing the effectiveness and use of diverse sourcing channels, as well as developing an Emerging Talent Framework. |
37
Gender diversity statistics for FY24
The table below includes data on gender statistics at a global level as of 30 June 2024.
| F | M | F% | M% | Total | Change to Female % |
|
|---|---|---|---|---|---|---|
| Board (inc. CEO) 3 5 38% 62% 8 - Direct reports of CEO 4 11 27% 73% 15 + Company Executive 25 67 27% 73% 92 - Senior Manager 219 360 38% 62% 579 - Manager 835 1,013 45% 55% 1,848 - Other 5,085 4,552 53% 47% 9,637 - |
||||||
| Total 6,171 6,008 51% 49% 12,179 - |
-
Company Executive means a person reporting to a direct report of the CEO.
-
Senior Manager means a person reporting to a Company Executive.
FY25 focus areas and objectives
Objective Measurement
Action the recommendations in our Accessibility Action Plan to create meaningful career pathways for people with disabilities.
Continue to promote the use of demographic data fields in our People Management System and Employee Opinion Survey to help set goals in talent acquisition and employee engagement.
Continue to embed diversity principles into People policies, processes and leadership competencies by reviewing D&I gaps identified by ERGs, regulations or industry best practices.
-
Increase in employment of and engagement with people with a disability.
-
Clear guidelines for employees on how to request accommodations for their disability.
-
Demographic data collected.
-
Identify goals for diverse populations in talent acquisition and employee engagement.
-
Inclusive policies in place.
-
Expansion of development offerings to include DEI principles.
-
Increase in mentoring and networking opportunities.
Build project plans around data insights, such as Affirmative Action Plan, Workplace Gender Equality Act and Gender Pay Gap reporting.
Continue to support Year Up, a US based diversity organisation through Change A Life, and promote volunteer and intern opportunities.
-
Implement strong practices that address data insights.
-
Review and revise policies and practices to support affirmative action, WGEA, and other DEI regulatory reporting in regard to recruitment practices, promotion guidelines, and anti-discrimination measures.
-
Participate in successful programs within the Year Up community.
-
Number of volunteers from Computershare.
More information about our DEI achievements will be available in our annual ESG report, to be released on our website in October.
Our DEI Policy is available at www.computershare.com/governance.
38
12. Workplace Gender Equality report
In each country in which Computershare operates, the Company complies with legislated diversity reporting requirements. In Australia, Computershare met its reporting requirements under the Federal Government’s Workplace Gender Equality Act 2012, including submitting an annual public report on 31 May 2024.
A copy of this report is available from www.computershare.com/governance. Any comments regarding this report can be submitted via email to the following address: [email protected].
13. Securities Trading Policy
The Company has a Securities Trading Policy in place that sets out the restrictions that apply to the Group’s directors, officers and employees trading in Computershare securities.
The policy explains the insider trading laws as they relate to trading in Computershare securities and the securities of Computershare’s clients. It also sets out the penalties that apply to insider trading offences under the Corporations Act 2001 and makes clear that Computershare adopts a zero tolerance approach to breaches of insider trading laws.
The policy imposes additional restrictions on dealings in Computershare securities by Computershare directors and certain specified executives (designated persons). These designated persons may deal in Computershare securities during the four-week period after the Company releases its half-year and full-year financial results and after the date on which its Annual General Meeting is held (subject always to the laws on insider trading).
In addition, these designated persons may only deal in Computershare securities outside those specified, four-week trading windows with an express prior clearance by a nominated director. During certain prohibited periods, being the period between 15 December and the Company’s release of its half-year results, the period between 15 June and the Company’s release of its full-year results and other such periods as may be determined by the Board from time to time, clearance to deal can only be given in exceptional circumstances.
Under the policy, designated persons are also prohibited from entering into an arrangement pursuant to which they seek to hedge the economic risk associated with an unvested incentive award made to them by Computershare.
The list of designated persons is set out in the Schedule to the Securities Trading Policy. It is reviewed and updated as appropriate, having regard to any changes in the structure of Group management or the creation of new roles within it. An up-to-date copy of the Board-approved Securities Trading Policy is available from www.computershare.com/governance.
14. Corporate reporting
The Chief Executive Officer and the Chief Financial Officer have made a Declaration to the Board of Directors in respect of the year ended 30 June 2024 as detailed on page 138 of this Annual Report. The Board also receives a declaration from the Chief Executive Officer and the Chief Financial Officer that the Declaration from them set out in the Annual Report has been founded on a sound system of risk management and internal control; and that the system is operating effectively in all material respects in relation to financial reporting risks. The Chief Executive Officer and the Chief Financial Officer also provided an equivalent statement to the Directors in respect of the Company’s half-year report for the period ended 31 December 2023.
Where any periodic corporate report is released by Computershare to the market, in addition to reports that are audited or subject to review by its external auditor PwC, Computershare ensures that the content of the report is subject to extensive review and sign-off by senior members of staff, which includes the allocation of material disclosures to designated persons to verify the disclosures by reference to appropriate source documents or, if no source documents are available, by persons with the knowledge and expertise to confirm the accuracy and completeness of the disclosure. All corporate financial reporting is also reviewed by the Risk and Audit Committee or, if applicable, a designated sub-committee of the Board.
15. Conflict of interest and independent advice
If a director has an actual or potential conflict of interest in a matter under consideration by the Board or a Committee of the Board, that director must promptly disclose that conflict of interest and abstain from deliberations on the matter. In that circumstance, the director is not permitted to exercise any influence over other Board members or Committee members on that issue nor receive relevant Board or Committee papers.
The Company permits any director or Committee of the Board to obtain external advice about transactions or matters of concern at the Company’s cost. Directors seeking independent advice must obtain the approval of the Chairman, who is required to act reasonably in deciding whether the request is appropriate.
39
16. Our values and ethical standards
Computershare recognises the need for directors and employees to perform to the highest standards of behaviour and business ethics. The Company has adopted the “Being Purple” ways of working, which outline our values as an organisation and the conduct, behaviours and professional attributes we want to promote and reward.
The Board has also adopted a Code of Conduct that sets out the principles and standards with which all officers and employees are expected to comply as they perform their respective functions. The Code recognises the legal and other obligations that the Company has to legitimate stakeholders and requires that directors, officers and employees maintain the highest standards of propriety and also act in accordance with the law.
The People and Culture and Risk and Audit Committees also receive regular reporting on information relating to employee misconduct matters (including where identified through the Whistleblower program, which is detailed in section 22 below).
A copy of the Group’s Board-approved Code of Conduct is available from the corporate governance section of our website.
17. Shareholder communications and investor relations
Computershare has an investor relations program in place with the aim of facilitating effective communication between Computershare and its investors. A key feature of this program is to ensure that shareholders are appropriately notified of information necessary to assess Computershare’s performance and are able to access it. Information is communicated to shareholders through the following means:
-
The Annual Report, which is distributed to all shareholders who elect to receive it. An overview of the previous financial year is also included in the Notice of AGM that all shareholders receive.
-
The AGM and any other shareholder meetings, called from time to time to obtain shareholder approval as required. The Company also conducts its AGM as a hybrid meeting, which provides an opportunity for shareholders to attend the meeting in person or via an online platform. Attending the meeting online enables shareholders to view the AGM live, ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. The Company’s website, which contains information regarding the Company, the Group and its corporate governance framework. The Investor Relations section of the website also includes information released to the ASX, a copy of investor and analyst briefing documentation, press releases and webcasts. The Company also releases new and substantive investor presentations on the ASX announcements platform.
-
By email to those shareholders who have supplied their email addresses for the purpose of receiving communications from the Company electronically. Computershare actively encourages shareholders to provide an email address to facilitate more timely and effective communication with them and runs campaigns from time to time to encourage greater email adoption.
Computershare also encourages shareholders to participate in the Company’s AGM. Shareholders who are unable to attend and vote either in person or online during the meeting are encouraged to vote electronically in advance via Computershare’s service known as InvestorVote. Computershare also encourages shareholders who are unable to attend the AGM to communicate any issues or questions by writing to the Company. All resolutions at the AGM are decided by way of a poll.
18. Commitment to an informed market relating to Computershare securities
The Board has a Market Disclosure Policy to ensure the fair and timely disclosure of price-sensitive information to the investment community as required by applicable law. Under the policy the Board must approve the text of any announcement relating to the annual and half-year financial reports, as well as any other information for disclosure to the market that concerns financial projections, statements as to future financial performance or changes to the policy or strategy of Computershare (taken as a whole). Announcements that do not require the approval of the Board can be approved for release by the Chief Executive Officer, and routine administrative announcements may be made by the Company Secretary. Directors are also provided with copies of material announcements once made.
In order to effectively manage its continuous disclosure obligations, the Chief Executive Officer has also established a Disclosure Committee to provide guidance on the following matters:
-
Considering what information needs to be released to the market by Computershare.
-
Referring announcements to the Board for approval where required.
-
Ensuring there are adequate systems for ensuring timely disclosure of material information to the market, including where such information needs to be released urgently.
The Disclosure Committee consists of the Chief Executive Officer, the Chief Financial Officer, the Head of Investor Relations, and the Group General Counsel/Company Secretary. When an issue that should be referred to the board under company policy has an urgency that prevents its consideration by the full Board, all available directors in conjunction with the Disclosure Committee may approve an announcement relating to that issue to the market.
40
Further, in circumstances where it is considered appropriate to request a trading halt (for example, where Computershare is required to disclose information to the market but, for whatever reason is unable to do so promptly), the Chief Executive Officer (or, if the Chief Executive Officer is unavailable, the Chairman, Chair of the Risk and Audit Committee or Chief Financial Officer) is authorised to request a trading halt on behalf of the Company. The full Board is to be consulted as far as is practicable on any request for a trading halt.
A copy of the Board-approved Market Disclosure Policy is available from the corporate governance section at www.computershare.com/governance.
19. External auditors
The Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The auditor’s performance is reviewed annually.
PricewaterhouseCoopers were appointed as the external auditors in May 2002. Audit services have been put out to tender since their initial appointment.
PricewaterhouseCoopers rotates audit engagement partners on listed companies every five years. It is also PricewaterhouseCoopers’ policy to provide an annual declaration of independence, a copy of which can be found on page 65 of this Annual Report. The external auditor is required to attend the Company’s Annual General Meeting and be available to answer shareholder questions about the conduct of the audit and the preparation of the content of the audit report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’ Report (see page 64 of this Annual Report). The Board has a formal policy for reviewing and approving all non-audit services provided by PricewaterhouseCoopers.
20. Internal auditors
Computershare has a dedicated Group Internal Audit function. The function is led by the Group Chief Audit Executive who has a reporting line to the Chair of the Risk and Audit Committee. Group Internal Audit is authorised to audit all areas of the Computershare Group without the need for prior approval. In carrying out its responsibilities, it has full and unrestricted access to all records, property, functions, IT systems and staff members in the Group.
Each financial year the function develops an annual audit plan, which is approved by the Risk and Audit Committee. The function’s key responsibilities are to:
-
Review and appraise the adequacy, design and effectiveness of the Group’s system of internal controls
-
Evaluate and improve the effectiveness of risk management, control and governance processes, as well as identify control gaps.
On completion of audit assignments, Internal Audit will issue written reports, which are distributed to management and communicated to the Risk and Audit Committee. Where the report identifies specific findings and recommendations, the report will include an action plan from management to implement appropriate corrective action within specific timeframes, which are actively monitored. All internal audits are conducted in accordance with the Institute of Internal Auditors (IIA) Standards for the Professional Practice of Internal Auditing.
21. Anti‑Bribery and Corruption
The Board has approved an Anti-Bribery and Corruption policy, which sets out Computershare’s clear statement of zero tolerance for acts of bribery and corruption and confirmation that Computershare will not tolerate its employees or contractors being involved in acts of bribery and corruption in any form. This is reinforced in the Group Code of Conduct.
The Anti-Bribery and Corruption policy is part of the framework for the Computershare Groupwide Anti-Bribery and Anti-Corruption (ABC) Program, which is under the responsibility of the Group Risk and Compliance function. All breaches of the policy must be reported to the compliance function and ultimately to the Risk and Audit Committee.
A copy of the Board-approved Anti-Bribery and Corruption policy is available from the corporate governance section of www.computershare.com/governance.
41
22. Whistleblowing
The Board has approved a Whistleblower Policy that outlines procedures for dealing with allegations of improper conduct made by directors, officers or employees of the Company or parties external to Computershare. Concerns can be raised anonymously in a number of ways, including through an externally managed hotline and web portal, or by directly contacting designated regional Whistleblower officers. Any reported concerns are assessed and handled by these regional Whistleblower officers. The Group Whistleblower Officer also provides quarterly reports to the Group Risk and Audit Committee and to the People and Culture Committee (on employee conduct matters) on any reports raised over the period and more serious matters may be escalated to the Committee within a reporting period where appropriate.
All Computershare employees receive annual training about the Company’s Whistleblower Policy, including how to detect and report improper conduct. A copy of the Whistleblower Policy is available from www.computershare.com/whistleblowing.
23. Environment, Social And Governance (ESG)
For details relating to the Company’s ESG initiatives, see pages 16 to 20 of this Annual Report and our ESG Report, which will be released in October.
A copy of the Board-approved Environmental, Social and Governance Policy is also available from the corporate governance section at www.computershare.com/governance.
24. Health and safety
Computershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitment under a Group wide health and safety governance framework which is designed to ensure that the Group implements work practices and procedures that comply with the relevant regulations governing workplaces in each country in which the Group operates. Employees are expected to take all practical measures to ensure a safe and healthy working environment in keeping with their defined responsibilities and applicable laws.
25. Company Secretary
The Company Secretary during the reporting period was Dominic Horsley. Under Computershare’s Constitution, the appointment and removal of the Company Secretary is a matter for the Board.
Among other matters, the Company Secretary advises the Board on governance procedures and supports their effectiveness by monitoring Board policy and procedures, by coordinating the completion and dispatch of Board meeting agendas and papers, as well as by assisting with the induction of new Directors. The Company Secretary is accountable to the Board, through the Chairman, for these responsibilities.
Dominic Horsley joined Computershare in 2006 and is the Group General Counsel and Company Secretary with global responsibility for Computershare’s legal and secretarial teams. Dominic has extensive experience in corporate and commercial law, having held prior in-house and private practice roles in Australia and the UK. Dominic is a member of the Association of Corporate Counsel GC100 and is a Fellow of the Governance Institute of Australia. Dominic completed a Bachelor of Arts (Hons) in Economics at the University of Cambridge and completed his legal studies at the College of Law in London.
All directors have access to the advice and services of the Company Secretary.
42
DIRECTORS’ REPORT
The Board of Directors of Computershare Limited has pleasure in submitting its report for the financial year ended 30 June 2024.
DIRECTORS
The names of the directors of the Company in office during the whole year and up to the date of this report, unless otherwise indicated, are:
Non‑executive
Paul Joseph Reynolds (Chair) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Gerrard Bruce Schmid (appointed Director effective 14 March 2024) Joseph Mark Velli
Executive
Stuart James Irving (President and Chief Executive Officer)
PRINCIPAL ACTIVITIES
The principal activities of the Group are outlined in the Group Operating Review set out on pages 21 to 22 and form part of this report.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the financial year was $352.9 million after income tax. Net statutory profit after tax from continuing operations attributable to members was $492.9 million, an increase of 2.0% over the corresponding period. Net statutory loss after tax from discontinued operations attributable to members was $140.2 million, a decrease of 264%, reflecting the loss on sale of US MS recorded in the current reporting period. Profit of the consolidated entity for the financial year after management adjustment items was $708.3 million after income tax and non-controlling interests. This represents an increase of 8.6% on the 2023 result of $652.1 million.
Net profit after management adjustment items is determined as follows:
| Net profit after management adjustment items is determined as follows: | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Net profit attributable to members of the parent entity 352,624 444,744 Management adjustment items (net of tax): Amortisation Amortisation of acquisition related intangible assets 70,460 70,670 Acquisitions and disposals Loss on sale of US MS 129,409 - Acquisition related integration expenses 85,218 78,582 Acquisition and disposal related expenses 3,373 4,913 Loss on disposal of KCC - 6,415 Gain on disposals - (1,489) Contingent consideration remeasurement 20,503 (2,852) Other Major restructuring costs 47,055 29,276 Marked to market adjustments – derivatives (278) (694) Impairment of assets - 22,499 |
||
| Netprofit after management adjustment items 708,364 652,064 |
43
Management adjustment items
Management results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. Description of management adjustment items can be found in note 4 of the financial statements.
The non-IFRS financial information contained within this Directors’ Report has not been audited in accordance with the Australian Auditing Standards.
DIVIDENDS
The following dividends of the consolidated entity have been paid or declared since the end of the preceding financial year:
Ordinary shares
A final dividend in respect of the year ended 30 June 2023 was determined on 15 August 2023 by the directors of the Company and paid on 18 September 2023. This was an ordinary unfranked dividend of AU 40 cents per share, amounting to AUD 241,415,412 ($155,484,803).
An interim dividend was determined by the directors of the Company in respect of the current financial year and paid on 20 March 2024. This was an ordinary dividend of AU 40 cents per share, franked to 20%, amounting to AUD 238,527,391 ($156,515,197).
A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on 16 September 2024. This is an ordinary unfranked dividend of AU 42 cents per share, amounting to AUD 247,475,684, based on shares on issue as at 13 August 2024. The dividend was not determined to be paid until 13 August 2024 and accordingly no provision has been recognised as at 30 June 2024.
REVIEW OF OPERATIONS
The review of operations is outlined in the Group Operating Review set out on pages 21 to 22 and forms part of this report.
SIGNIFICANT EVENTS AND SIGNIFICANT CHANGES IN ACTIVITIES
A discussion of significant events and significant changes in activities, if applicable, is included in the Group Operating Review set out on pages 21 to 22 and forms part of this report.
In the opinion of the directors, there were no other significant changes in the affairs of the consolidated entity during the financial year under review that are not otherwise disclosed in this report or the consolidated accounts.
SIGNIFICANT EVENTS AFTER YEAR-END
No other matters or circumstances have arisen since the end of the financial year which is not otherwise dealt with in this report or in the consolidated financial statements that have significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent financial years.
LIKELY DEVELOPMENTS AND FUTURE RESULTS
A discussion of business strategies and prospects is set out on pages 23 to 25 and forms part of this report.
ENVIRONMENTAL REGULATIONS
The Group is not subject to significant environmental regulation.
44
INFORMATION ON DIRECTORS
The qualifications, experience and responsibilities of directors together with details of all directorships of other listed companies held by a director in the three years to 30 June 2024 and any contracts to which the director is a party to under which they are entitled to a benefit are outlined in the Corporate Governance Statement and form part of this report.
Directors’ interests
At the date of this report, the direct and indirect interests of the directors in the securities of the Company are:
| Name | Number of ordinary shares |
Number of performance rights |
Number of share appreciation rights |
|---|---|---|---|
| SJ Irving 229,295 298,545 - AP Cleland 14,903 - - TL Fuller 16,148 - - LM Gay 21,939 - - J Nendick 13,141 - - PJ Reynolds 24,000 - - GB Schmid 5,428 - - JM Velli 17,000 - - |
Meetings of directors
The number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of the directors during the financial year were:
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----- Start of picture text -----
Risk and Audit Nomination People and
Directors’ Committee Committee Culture Committee
Meetings Meetings Meetings Meetings
----- End of picture text -----
| SJ Irving AP Cleland |
A 9 9 |
B 9 9 |
A ‑ ‑ |
B - - |
A 4 4 |
B 4 4 |
A ‑ 6 |
B - 6 |
|---|---|---|---|---|---|---|---|---|
| TL Fuller | 9 | 9 | 8 | 8 | 4 | 4 | ‑ | - |
| LM Gay | 9 | 9 | ‑ | - | 4 | 4 | 6 | 6 |
| J Nendick | 9 | 9 | 8 | 8 | 4 | 4 | ‑ | - |
| PJ Reynolds | 9 | 9 | 8 | 8 | 4 | 4 | 6 | 6 |
| GB Schmid | 2 | 2 | 1 | 1 | 1 | 1 | ‑ | - |
| JM Velli | 9 | 9 | ‑ | - | 4 | 4 | 6 | 6 |
A Number of meetings attended
B Number of meetings held during the time the director held office during the financial year.
The Board forms sub-committees to consider specific transaction opportunities as appropriate.
INFORMATION ON COMPANY SECRETARY
The qualifications, experience and responsibilities of the Company Secretary are outlined in the Corporate Governance Statement and form part of this report.
INDEMNIFICATION OF OFFICERS
Computershare’s constitution allows the Company to indemnify, where permitted by law, officers of the Company for liability and legal costs they incur when acting in that capacity. There are similar indemnities in favour of officers of controlled entities.
Computershare purchases insurance for amounts that the Company or its controlled entities are liable to pay under these indemnities. The insurance policy also insures Directors, Officers, Company Secretaries and employees (including former Directors and Officers) against certain liabilities (including legal costs) they may incur in carrying out their duties. For this Directors and Officers insurance, the Group paid premiums of $1,962,407 excluding taxes during FY2024.
45
REMUNERATION REPORT
CHAIRS’ LETTER
On behalf of the Board of Computershare, we are pleased to present the Remuneration Report for the year ended 30 June 2024.
OVERVIEW OF THE YEAR
Computershare has continued to deliver strong results in FY2024, with earnings slightly ahead of guidance as Management EPS increased 8.9% to 117.6 cents per share and Management revenue increased 2.1% to $3.3b. This has enabled us to increase our full year total dividend by 17% to 82 Australian cents per share and reflects the successful execution of our strategy, to build a simpler Computershare with higher returns.
Margin income (MI) continued to be strong due to relatively high global interest rates, increasing 7.3% to $832m, and our Employee Share Plans business performed impressively with higher transaction volumes and growth in core fees. We continued to make progress on investing in and strengthening our core businesses and divesting non-core assets, with our key highlights including:
-
Successfully completing the transition of the Corporate Trust (CCT) business acquired from Wells Fargo, ensuring that we are well placed to realise the planned synergies and integration benefits;
-
Entering an agreement to acquire the BNY Trust Company of Canada from BNY Mellon, enhancing our existing Canadian Corporate Trust business and expanding our client base;
-
Finalising the sale of the US Mortgage Services business, marking a significant milestone in our simplification strategy to focus on our capital light, core businesses with scale and global growth opportunities;
-
Acquiring Morgan Stanley’s UK/Europe employee share plan business; and
-
Improving the consistency and stability of our earnings by hedging an aggregate of $1.5b in margin income, as we plan for lower interest rates, of which $1.1bn is to be delivered over the next five years.
Our total shareholder return (TSR) in FY2024 was solid at 16%, outperforming the ASX 100’s return of 11%. Over the past three years, we have delivered a TSR of 89% across that period, again significantly outperforming the ASX 100.
OUTCOMES FOR 2024
The Board set robust performance measures for our FY2024 short term incentive (STI) plan. The detailed assessment of financial and operational performance against these measures was strong and as a result, the STI outcome for our CEO was 78% of maximum. STI outcomes for other Executive KMP were between 71% and 77% of maximum. The Board believes these results reflect another year of high-quality performance from the executive team to deliver strong company results in an uncertain global economy and long-term returns for shareholders.
The FY2022 long term incentive (LTI) grant of Performance Rights was tested across the three-year performance period to 30 June 2024, against relative TSR, EPS ex. MI growth and an adjusted return on invested capital (ROIC) measure. Given Computershare’s strong shareholder returns and financial performance in the past three years, the relative TSR and ROIC measures vested at 100%. EPS ex. MI was impacted across the three-year period by inflationary pressures and subdued corporate activity in some areas and as a result, the rights subject to that measure did not meet the threshold target and lapsed. The overall FY2022 LTI outcome was 70% of maximum.
See section 2.3 for more details on FY2024 STI and FY2022 LTI outcomes.
46
2024 REMUNERATION CHANGES
While listed on the Australian Securities Exchange, Computershare is a genuinely global organisation operating in more than 20 countries and deriving almost 95% of its revenue from outside Australia. All our Executive KMP are based outside Australia. The majority of our Non-executive Directors (NEDs) are based outside of Australia and more than 90% of our workforce is international. We aim to hire the best talent globally and our senior roles have an international remit regardless of location. Since many of our senior executive roles beyond KMP are based in the North America, it is essential that our remuneration structure adapts to that market for Computershare to remain competitive.
The Board believes that to secure the services of executives with appropriate relevant market experience, we must set remuneration comparable to companies of similar size and industry in the markets in which we operate. Accordingly, our primary peers for executive remuneration benchmarking purposes are in North America and Europe. While we do have regard for our ASX 20-50 peers and ASX 100 peers with international operations, these are not the principal comparators and, do not, in our extensive experience, represent an effective benchmark for attracting or retaining our global executives.
We made the following changes in FY2024 to the CEO and CFO’s remuneration arrangements:
-
For the UK based CEO, his fixed remuneration increased by 3% to GBP 1,130,514, consistent with the broader employee fixed pay budget. The CEO last received a fixed remuneration increase in FY2022.
-
For the US based CFO, as disclosed in last year’s report, we undertook a stepped approach to enhance the competitiveness of his package after a benchmarking exercise showed that his remuneration was below that of our peers in the US. In FY2024, his fixed remuneration increased by 14.4% to USD$1,030,000. At the same time, we decreased his LTI opportunity from 100% of fixed remuneration to 90%, noting that over 60% of his remuneration package remains at-risk.
See section 2.4 for more detail on FY2024 changes to Executive KMP remuneration packages.
The fees we pay to our NEDs were increased by 3% from 1 October 2023. We also appointed Mr Gerrard Schmid as an additional NED on 14 March 2024. Mr Schmid has extensive executive and Board experience in the North American market and is based in Canada.
In FY2024, we also introduced a formal minimum shareholding policy for our NEDs and Executive KMP, set at 100% of their base fee and 100% of their base salary, respectively. Those subject to the policy have a 5 year period in which to meet the minimum requirement. All NEDs and Executive KMP, except those recently appointed, currently meet the minimum holding requirement.
CONCLUSION
The Board believes that Management has successfully delivered on the group’s objectives for the year and shareholders have benefitted from that, with FY2024 comprising another year of solid earnings, higher dividends and above-market shareholder returns. Importantly, Management has also delivered on the execution of our strategies to invest in and strengthen our businesses and divest non-core assets to build a simpler Computershare with higher returns. We have also undertaken an on-market share buy-back program in FY2024, reflecting our commitment to prudent capital management.
We also believe that our incentive outcomes for Management appropriately reflect our Company performance and achievements in FY2024.
We trust that this report explains our approach and intent in relation to executive remuneration in the global markets in which we operate.
With regards
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PJ Reynolds Chair – Board
LM Gay Chair – People and Culture Committee (PACC)
47
CONTENTS
-
Key Management Personnel (KMP)
-
Snapshot of 2024 remuneration outcomes 2.1 The markets in which we compete
-
2.2 Our performance
-
2.3 Executive KMP remuneration outcomes in FY2024
-
2.4 Remuneration changes made in FY2024
-
Remuneration components
- 4.1 FY2024 short-term incentive plan 4.2 Long-term incentive plan granted in FY2024 4.3 Other remuneration
-
Remuneration governance framework
-
Non-executive Director remuneration
-
-
2.5 KMP realised pay in FY2024 (unaudited)
-
Executive remuneration structure 3.1 Remuneration structure overview
-
3.2 Executive KMP remuneration mix
-
3.3 Executive KMP remuneration levels in FY2024
-
KMP contractual arrangements
-
Statutory remuneration disclosures 8.1 Remuneration of Executive KMP 8.2 Equity remuneration and shareholdings of KMP 8.3 Other
This report is prepared in accordance with section 300A of the Corporations Act 2001 (Cth) (Corporations Act) for Computershare for the year ended 30 June 2024. The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act, apart from where it is indicated that the information is unaudited.
1. KEY MANAGEMENT PERSONNEL (KMP)
Computershare’s KMP comprises the Directors of the Company and select senior executives who have the authority and responsibility for planning, directing, and controlling the activities of the Company. Each Executive KMP listed below held their position for all of FY2024 unless otherwise stated.
| Name Location |
Name Location |
|---|---|
| Non‑executive Director | |
| Paul J Reynolds UK |
|
| Abigail P Cleland Australia |
|
| Tiffany L Fuller Australia |
|
| Lisa M Gay Australia |
|
| John Nendick USA |
|
| Gerrard B Schmid (commenced as a Non-Executive Director on 14 March 2024) Canada |
|
| Joseph M Velli USA |
|
| Executive KMP | |
| Stuart J Irving President and Chief Executive Officer (CEO) UK |
|
| Nick SR Oldfield Chief Financial Officer (CFO) USA |
|
| Hussain Baig Chief Operating Officer (COO) UK |
48
2. SNAPSHOT OF 2024 REMUNERATION OUTCOMES
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----- Start of picture text -----
FIXED REMUNERATION SHORT‑TERM INCENTIVE (STI) LONG‑TERM INCENTIVE (LTI)
The CEO received a 3.0% fixed FY2024 STI outcomes of 78% of 70% of the FY2022 LTI vested,
remuneration increase in FY2024, maximum for our CEO and between assessed against Relative TSR,
equivalent to the increase in our 71% and 77% of maximum for our other EPS ex. MI growth and ROIC.
broad‑based employee fixed pay budget. Executive KMP.
See section 2.3 below.
The CFO received a 14.4% fixed See section 2.3 below.
remuneration increase, representing
the second stage of a planned ‘two-step’
approach to increase the competitiveness
of his fixed and total remuneration
package relative to his US market
peers. At the same time, the CFO’s LTI
opportunity was reduced (from 100% of
fixed remuneration to 90%).
See section 2.4 below.
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2.1 The markets in which we compete
Computershare’s origins are Australian and when we listed in 1994 with a market capitalisation of AU$36m, all of our revenue was earned in Australia. We have now grown to a market capitalisation of more than AU$16b and, whilst we remain listed in Australia, more than 90% of our revenues are generated outside of Australia and all our Executive KMP and the majority of our broader Executive Management are located outside of Australia.
To ensure we are able to attract and retain executives internationally, our remuneration needs to be internationally competitive, especially within the North American and European markets.
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----- Start of picture text -----
North AmericaContinental
71% Europe
of revenue 6%
North AmericaNorth 1 out of 3 of revenue
America current KMP
71%
of revenue 68% North AmericaAsia
1 out of 3 of revenue North AmericaUK & Africa
71% 3%
current KMP 1 out of 3 Executive KMP 71% 16% of revenue of revenue
of revenue of revenue 1 out of 3
1 out of 3 2 out of 3 current KMP
current KMP Executive KMP
North AmericaAustralia &
New Zealand
71%
of revenue 7%
1 out of 3 of revenue
current KMP
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2.2 Our performance
A key principle of Computershare’s remuneration strategy is to ensure that there is a clear and transparent link between the remuneration outcomes of executives and Group performance and its consequent impact on shareholder interests. The following table highlights some of the key financial results for Computershare over the period from the financial year 2020 to the financial year 2024, with the corresponding average STI outcomes for Executive KMP over the same period.
| 2020 | 2021 | 2022 | 2023 | 2024 | |
|---|---|---|---|---|---|
| Management adjusted EBITDA (USD million)3 646.4 628.2 720.2 1216.3 1287.3 |
|||||
| Management adjusted EBIT ex margin income (MI) (USD million) 298.7 339.1 344.0 257.1 312.1 |
|||||
| Statutory EPS (US cents) 42.55 33.77 37.71 73.67 58.90 |
|||||
| Management EPS (US cents) 55.57 50.71 57.95 108.01 118.33 |
|||||
| Management EPS (US cents) – constant currency1,2 56.3 50.8 58.0 108.01 117.6 |
|||||
| Total dividend (AU cents per share) 46 46 54 70 82 |
|||||
| Share price as at 30 June (AUD) 13.25 16.90 24.64 23.38 26.34 |
|||||
| Average STI received as % of maximum opportunity for Executive KMP (%) 47.3 69.5 68.1 78.6 75.2 |
1 Translated at FY2024 average exchange rates of USD/AUD 1.5250.
2 Assumed WANOS (Weighted average number of shares) of 598,649,609.
3 EBITDA is Earnings before Interest, Tax Depreciation and Amortisation and is not an IFRS measure.
Computershare’s incentive plans measure performance against a range of financial and non-financial metrics. As demonstrated below, there is a strong overall alignment between Computershare’s incentive plan outcomes to financial performance.
EARNINGS PER SHARE (US CENTS)
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120 100%
100
80%
80
60%
60
40%
40
20%
20
FY20 FY21 FY22 FY23 FY24
Management EPS (cps) % maximum CEO STI paid
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SHARE PRICE (AUD)
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$30 100%
$25
80%
$20
60%
$15
40%
$10
$5 20%
FY20 FY21 FY22 FY23 FY24
Closing Share Price ($) % maximum CEO STI paid
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EBITDA (USD MILLION)
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$1,400 100%
$1,200
80%
$1,000
60%
$800
$600
40%
$400
20%
$200
FY20 FY21 FY22 FY23 FY24
EBITDA achievement ($m) % maximum CEO STI paid
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EBIT ex MI (USD MILLION)
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$350 100%
$300
80%
$250
$200 60%
$150
40%
$100
20%
$50
FY20 FY21 FY22 FY23 FY24
EBIT ex MI achievement ($m) % maximum CEO STI paid
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Over the past 10 years, Computershare has delivered a TSR of over 182% outperforming the S&P/ASX 100’s return of 121%.
COMPUTERSHARE VS S&P/ASX 100 10‑YEAR TSR
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350.0
300.0
250.0
200.0
150.0
100.0
50.0
1/7/2014 1/7/2015 1/7/2016 1/7/2017 1/7/2018 1/7/2019 1/7/2020 1/7/2021 1/7/2022 1/7/2023 1/7/2024
CPU S&P/ASX 100
TSR (indexed to 100)
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2.3 Executive KMP Remuneration outcomes in FY2024
FY2024 STI outcomes
The table below shows the STI paid or payable to each Executive KMP for performance in the financial year ended 30 June 2024.
| Executive S |
TI awarded (USD) STI as % of maximum |
|---|---|
| SJ Irving $1,663,498 78% NSR Oldfield $1,185,220 77% H Baig $1,348,264 71% |
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FY2024 CEO STI scorecard outcomes and commentary
For FY2024, the Board’s assessment of the CEO’s performance against his STI objectives is shown in the table below.
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Achievement against Percentage
Objectives Commentary Threshold/Target/ Stretch of STI
Financial objective (25%)
Group Management Above Target Outcome. 25%
EBIT performance
Group Management EBIT for the year was $1,143m, which slightly
against budget
exceeded budget.
This strong performance was underpinned by strong margin income
growth and improved earnings from the Employee Share Plans business
arising from higher transaction volumes and growth in core fees.
Strategic financial objectives (50%)
Margin Income Target Outcome. 5%
Margin income of $832m and average balances of $29.2b was at or
close to budget. The consistency and stability of earnings continues to
improve through the hedging of an aggregate of $1.5b in margin income
to be largely delivered over the next five years.
Further integrate Above Target Outcome. 10%
and enhance the
Through the integration, market share and balance levels have
US Corporate Trust
business remained stable. The CCT business achieved Management EBIT of
$408m, which was marginally below budget and impacted by lower
new debt issuances.
Computershare successfully exited all transition services agreements
related to the CCT integration on-time and smoothly which was a highly
complex and technology and operational transition and a significant
achievement. Business synergies are on track to deliver our business
case for this acquisition.
Progress Above Target Outcome. 10%
simplification of the
business down to Computershare successfully disposed of the US Mortgage Services
business during the year which involved a complex sale process.
its core long term
agreed assets
Continue Equatex Stretch Outcome. 10%
roll out and
The Employee Share Plans business achieved Management EBIT of
implementation of
$170.3m significantly above budget.
a global operating
model for Plans This was supported by growth in a number of key accounts and the
strong performance of our Equatex rollout.
Launch of a new Above Target Outcome. 5%
Stage 5 cost out
$45.4m of cost out benefit was achieved in FY2024 and the Stage 4
program
cost out program was successfully completed on time. A new Stage 5
program was announced with target savings of between $45m-$60m
identified by the end of FY2026.
Maintenance of Slightly Above Target Outcome. 10%
Issuer performance
As corporate activity started to recover, Issuer Services exceeded its
and expansion of
budget for the year.
key adjacencies
Non‑financial objectives (25%)
People and Culture Target Outcome. 5%
Our employee survey saw our highest ever response rate (82%) and
yielded a slight drop to last year, despite a year of significant transition
and change throughout our business. Scores are generally tracking
ahead of 2022 when the current survey was introduced.
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Achievement against Percentage
Objectives Commentary Threshold/Target/ Stretch of STI
Non‑financial objectives (25%)
ESG Above Target Outcome. 5%
In FY2024, against our science-based targets, we significantly reduced
our ‘Net Zero’ Scope 1 & 2 emissions, exceeding the target set of
reducing Scope 1-2 emissions by 29.4%. To meet our five-year target on
Scope 3 emissions, we have identified hotspots, which cover 86.9% of
our Scope 3 footprint and have actively put in place plans for each of
these hotspots.
Our D&I score remains high at 80% on our annual survey, similar to last
year’s result.
Risk Management Above Target Outcome. 5%
Overall risks across the group were well managed throughout FY2024
as evidenced through group reporting and risk metrics.
Capital Management Above Target Outcome. 10%
In FY2024, Computershare reduced net debt, increased its total
dividend and maintained capacity in its balance sheet for future M&A
activity. Good progress was made on executing the on-market buy-back
which will continue into FY2025.
Percentage of target achieved 116.4%
Percentage of maximum achieved 77.6%
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FY2022 LTI vesting outcomes
Computershare’s LTI structure is delivered wholly in Performance Rights subject to the following performance measure:
-
Relative TSR against the S&P/ASX 100 (40%);
-
EPS ex. MI growth (30%); and
-
Adjusted ROIC (30%).
The FY2022 LTI grant was tested over the three year performance period to 30 June 2024 and vested at 70%. Further details of performance against the applicable performance measures are set out below.
Relative TSR
Our three-year TSR to 30 June 2024 of 89% resulted in Computershare ranking at the 96th percentile of the ASX100.
| Threshold (50% vesting) | Maximum (100% vesting) | Actual | Vesting Outcome | Amount Forfeited |
|---|---|---|---|---|
| 50th percentile 75th percentile or higher 96th percentile 100% 0% |
TSR PERFORMANCE VS ASX 100
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250%
200%
150%
100%
50%
0%
-50%-
-100%-
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MEDIAN 75th CPU
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EPS ex. MI growth
Computershare’s average annual growth in Management EPS excluding MI on a constant currency basis over the three-year performance period was -5.4%, which was below our threshold target of 5.0%. When calculating EPS excluding MI, Computershare also removes the impact of interest expense (to provide balance with the MI exclusion) and ignores the impact of the buy-back on the number of shares on issue across the performance period.
| Threshold (50% vesting) | Maximum (100% vesting) | Actual | Vesting Outcome | Amount Forfeited |
|---|---|---|---|---|
| 5% 10% or greater -5.4% 0% 100% |
ROIC
Computershare’s average annual adjusted ROIC over the three-year performance period was 20.2%, exceeding our stretch target of 12.1%.
| Threshold (50% vesting) | Maximum (100% vesting) | Actual | Vesting Outcome | Amount Forfeited |
|---|---|---|---|---|
| 11% 12.1% or greater 20.2% 100% 0% |
2.4 Remuneration changes made in FY2024
Changes made to the remuneration packages of Executive KMP in FY2024 are set out below.
| Currency | FY2023 base salary |
FY2024 base salary |
Year‑on‑year change |
Changes to incentive opportunity levels | |
|---|---|---|---|---|---|
| SJ Irving GBP GBP 1,097,586 GBP 1,130,514 3.0% N/A |
|||||
| NSR Oldfield USD USD 900,000 USD 1,030,000 14.4% From 1 July 2023, the CFO’s LTI opportunity was reduced from 100% to 90% of base salary. |
|||||
| H Baig GBP GBP 850,000 GBP 850,000 0.0% N/A |
2.5 KMP realised pay in FY2024 (unaudited)
The table below details actual pay and benefits for Executive KMP. This table aims to assist shareholders in understanding the cash and other benefits actually received by KMP from the various components of their remuneration during FY2024 as an additional voluntary disclosure which has not been subject to audit.
All figures below are in USD.
| FY2024 Actual Package Details |
FY2024 Actual Package Details |
FY2024 Actual Package Details |
FY2024 Actual Package Details |
FY2024 Actual vs Max |
FY2024 Actual vs Max |
FY2024 vs FY2023 Actual |
FY2024 vs FY2023 Actual |
|---|---|---|---|---|---|---|---|
| Employee FY2024 Fixed (Base + benefits) |
FY2024 Actual Total STI |
FY2022 LTI Vesting in FY20241 |
FY2024 Actual Total Remuneration (Base + Benefits + STI+ LTI) |
FY2024 Actual vs Max STI |
FY2024 Actual vs Max Total Remuneration (Base + Max STI + LTI) |
FY2024 vs FY2023 Actual STI received |
FY2024 vs FY2023 Actual Total Remuneration (Base + STI + LTI) |
| SJ Irving 1,424,736 1,663,498 2,199,720 5,287,954 78% 87% 94% 85% NSR Oldfield 1,059,514 1,185,220 891,988 3,136,722 77% 89% 112% 92% H Baig 1,070,654 1,348,264 - 2,418,918 71% 70% N/A3 217% |
1 LTI value calculated using number of vested rights x Computershare closing share price as at 30 June 2024.
2 The non-IFRS information included in the table above has not been subject to audit.
- 3 H Baig commenced in his role on 15 June 2023. His FY2024 STI is based on employment from 15 June 2023 to 30 June 2024.
54
3. EXECUTIVE REMUNERATION STRUCTURE
3.1 Remuneration structure overview
The fixed remuneration structure for our senior executives consists of fixed remuneration (base salary plus any applicable superannuation/pension contributions). Our remuneration structure also includes variable at-risk remuneration consisting of an STI and an LTI. The purpose of each element of remuneration is outlined below.
FIXED REMUNERATION STI LTI To attract, motivate and retain highly Reflects performance across the To align executive reward outcomes skilled employees. year and is designed to reward to long-term sustainable shareholder Management for achieving financial value creation. Designed to be competitive in the targets, delivering on strategic market where the executive is located. objectives and managing the business Reviewed annually and reflects in a sustainable manner while technical and functional expertise, demonstrating our values. role scope, and market practice.
The remuneration framework for Executive KMP is set out below.
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Fixed Base salary plus applicable
Pay superannuation/pension contributions
STI Assessed against a scorecard of financial, Cash (50%)
strategic and non‑financial objectives
Restricted Shares (50%)
LTI Performance Rights tested at the end of a 3‑year performance period against Relative TSR (40%),
Earnings per Share (ex. Margin Income) (30%) and Return on Invested Capital (30%)
FY24 FY25 FY26
Payment/vesting date
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3.2 Executive KMP Remuneration mix
The following diagram sets out the minimum, target and maximum total remuneration opportunity for each Executive KMP as at 30 June 2024. Each component is shown as a percentage of the total remuneration package.
Minimum: consists of fixed remuneration which is comprised of base salary only as all our Executive KMP are based overseas in FY2024.
Target: consists of fixed remuneration, target STI (cash and deferred outlined in section 4.1) and 67% of the full value of our LTI.
Maximum: consists of fixed remuneration, maximum STI (cash and deferred) and the full value of our LTI.
FY2024 CEO PAY MIX
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100%
Minimum
28% 13% 13% 46%
Target
24% 18% 18% 40%
Maximum
FY2024 CFO PAY MIX
100%
Minimum
34% 17% 17% 32%
Target
29% 22% 22% 27%
Maximum
FY2024 COO PAY MIX
100%
Minimum
38% 22% 22% 18%
Target
31% 27% 27% 15%
Maximum
Fixed Remuneration STI – Cash STI – Deferred LTI
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3.3 Executive KMP Remuneration levels in FY2024
We set out below the contractual FY2024 base salary, STI and LTI opportunities of each Executive KMP as at 30 June 2024.
| Employee (location) | Base salary (home currency) |
STI target (% of base salary) |
STI max (% of base salary) |
LTI max (% of base salary) |
|---|---|---|---|---|
| SJ Irving (UK) GBP 1,130,514 100.0% 150.0% 171.6% |
||||
| NSR Oldfield (USA) USD 1,030,000 100.0% 150.0% 90.0% |
||||
| H Baig (UK) GBP 850,000 117.6% 176.5% 47.1% |
4. REMUNERATION COMPONENTS
4.1 FY2024 short‑term incentive plan
| Who Participates? | All Executive KMP |
|---|---|
| What is the opportunity? | The minimum STI outcome is 0% (if targets are not met), and maximum is capped at 150% of target |
| opportunity. | |
| What are the | Budgeted Management EBIT (25%), Strategic Financial Objectives (50%) and Non-Financial Objectives (25%). |
| performance hurdles? | |
| How is the STI paid? Treatment of Deferred Shares |
50% in cash and 50% is deferred into Restricted Shares held in deferral for two years following the performance year. The Deferred Shares are subject to service conditions, qualifying leaver provisions and participate in dividends and/or distributions paid during the restricted period. The number of Deferred Shares allocated for the FY2024 STI is to be determined by dividing the amount to be deferred by the VWAP of Computershare Shares over the |
| five trading days following the release of the Company’s full year results on 13 August 2024. | |
| What is the performance | One year – 1 July 2023 to 30 June 2024. |
| period? | |
| How are STI payments | STI is assessed at the end of the financial year on the following basis: |
| determined? | Group Management Budgeted EBIT– At threshold achievement (90% of budget), 75% of target opportunity |
| associated with the measure is paid out. Budget achievement results in 100% target payout and stretch achievement (120% of budget) pays out at 150% of target opportunity. Straight-line vesting occurs between threshold, target and stretch. Strategic Financial Objectives– At the outset of the year, a set of goals with financial targets that underpin |
|
| the strategic agenda for the year are selected by the Board for the CEO. The CEO does the same for the | |
| remaining Executive KMP. Assessment at the end of the financial year against set criteria results in a payout | |
| between 0% and 150% of target. The FY2024 criterion for the CEO and their assessment are listed in detail in | |
| section 2.3. | |
| Non‑Financial Objectives– A set of non-financial objectives relating to customer, culture, risk management | |
| and other metrics relevant for the year (such as Mergers & Acquisitions (M&A) and capital management) are | |
| established by the Board for the CEO at the start of the financial year. The CEO does the same for the remaining | |
| Executive KMP. Assessment at the end of the financial year against set criteria results in a payout between 0% | |
| Other key features | and 150% of target. The FY2024 objectives and their assessment for the CEO are listed in detail in section 2.3. Deferred Shares are subject to forfeiture if employment ends as a result of a Bad Leaver event. |
57
4.2 Long‑Term Incentive Plan granted In FY2024
| Who participates? | Who participates? | All Executive KMP |
|---|---|---|
| What type of awards are granted? |
100% Performance Rights. A Performance Right is a right to receive a Share, subject to meeting conditions noted below. |
|
| How is the number of Rights to be awarded calculated? |
The number of Performance Rights awarded was calculated by dividing the FY2024 LTI opportunity by the VWAP of Computershare Shares over the five trading days following the release of the Company’s FY2023 results on 15 August 2023. |
|
| What is the performance period? |
Three years – 1 July 2023 to 30 June 2026. | |
| What are the performance hurdles? |
Relative TSR (40%) Requires Management to deliver shareholder returns in excess of ASX100 peers against which Computershare competes for capital. The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the percentile ranking achieved by the Company over the period, compared to the other entities in the S&P/ASX 100 comparator group, as follows: Relative TSR ranking within S&P/ASX 100 Vesting Below the 50th percentile 0% Equal to the 50th percentile 50% Between the 50th to 75th percentile Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis) At or above the 75th percentile 100% |
|
| Average Management EPS ex MI growth (30%) Requires Management to deliver growth in earnings from the underlying business to the benefit of shareholders. EPS is measured excluding margin income to exclude the impact of changes in interest rates over the three-year performance period. This also means that interest expense is also excluded from the calculation and the impact of the buy-back is also excluded when determining the number of shares on issue across the performance period. EPS ex MI is impacted by Management’s actions in setting and executing strategy for the underlying business. The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the following vesting schedule: Average growth in Management EPS ex MI Vesting Below 5% per annum 0% 5% per annum 50% Between 5% and 10% per annum Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis) 10% per annum or above 100% |
||
| Average ROIC (30%) Focuses Management on improving and growing Computershare’s business organically, making earnings accretive investments and at the same time ensures both are done with capital discipline. ROIC is measured based upon Management earnings (inclusive of tax but excluding interest expenses) and invested capital inclusive of cash costs associated with restructuring and M&A integration. It does not include gains or losses on sales of business or marked to market adjustments on derivatives. The percentage of Performance Rights that vest, if any, will be determined by the Board with reference to the following vesting schedule: |
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Average ROIC Vesting
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| Below 16% per annum 0% 16% per annum 50% Between 16% and 17.50% per annum Progressive pro-rata vesting between 50% to 100% (i.e. on a straight-line basis) 17.50% per annum or above 100% |
|
|---|---|
| Other key features | The LTI plan includes both malus and clawback mechanisms that may be triggered in certain circumstances, which include fraud, dishonesty or material misstatement of financial statements. |
4.3 Other remuneration
Like all our employees, Executive KMP can participate in the Group’s general employee share plans. An overview of these plans is disclosed in note 41 of the financial statements.
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5. REMUNERATION GOVERNANCE FRAMEWORK
The main aim of our executive incentive strategy and structure is to ensure that executives are rewarded appropriately when they deliver positive outcomes to our shareholders. In considering remuneration changes, the People & Culture Committee (PACC) ensures all executive pay decisions are based on the following four principles:
-
Fairness – ongoing remuneration plan design must motivate and stretch our executives to focus on the right outcomes for our business and to reward what those executives can influence.
-
Alignment – incentive plan design and outcomes should align to shareholder experience, both in terms of performance measures and the use of equity awards, in a meaningful way while also being mindful of the general employee experience. Plan measures should drive sustained, long-term organisational growth and success.
-
Simplicity – where possible, plan design should be simple to explain and execute. It should strike the right balance between fixed and at-risk pay.
-
Risk management – Board discretion or plan amendments must be applied on a robust basis, ensuring no windfall gains occur to participants. Due consideration should be given to business and operational risk and the Group’s values and culture through plan design such as clawback and malus.
The Board (through the PACC) reviews the remuneration framework periodically to ensure it remains aligned to business objectives. The PACC uses a range of inputs when assessing the performance of outcomes for Executive KMP, taking into account results and also how those results were achieved. Detailed individual performance assessments, measurement against targeted financial results, external remuneration benchmarking and an overarching view to the organisation’s values and risk profile are all taken into account.
BOARD
Sets and oversees the People & Culture Committee mandate. The Board is responsible for setting remuneration policy and determining Non-executive Director and Executive KMP remuneration. In addition, the Board is responsible for approving all targets and performance conditions set under the KMP incentive plans. The Board delegates responsibility to the People & Culture Committee for reviewing and making recommendations to the Board on these matters.
PEOPLE AND CULTURE COMMITTEE
The Committee uses a range of inputs when assessing performance and outcomes of KMP, taking into account results and also how those results were achieved. Detailed performance assessments, financial results, external remuneration benchmarking, and an overarching view to our organisation’s values and risk profile are all taken into account.
MANAGEMENT
Provide the Committee with information on financial, customer and risk matters which may impact remuneration. Where appropriate, the CEO attends Committee meetings, however, he does not participate in formal decision making or in discussions involving his own remuneration.
EXTERNAL ADVISORS
The Committee may seek and consider advice from independent remuneration consultants where appropriate. Any advice from consultants is used to guide the Committee and the Board but does not serve as a substitute for thorough consideration by Non-executive Directors. Protocols are in place for the independent engagement of remuneration consultants. During the year, SW Corporate provided benchmarking data and market practice advice to the Committee only. No remuneration recommendations relating to KMP were provided.
59
6. NON-EXECUTIVE DIRECTOR REMUNERATION
Computershare’s total NED fee pool has a limit of AU$2.6m. This limit was approved by shareholders in November 2021 to ensure Computershare could continue to offer globally competitive NED fees and had the capacity to expand its international Director base in line with stated global strategy.
From 1 October 2023, a 3% increase was made to NED fees and our NED fees as at 30 June 2024 are set out in the below table (rounded to the nearest whole number). No additional fees are paid for membership to the Nomination Committee.
| Chair Fee |
Base Board fee |
Chair – Risk and Audit Committee |
Chair – People and Culture Committee |
Member – Risk and Audit Committee |
Member – People and Culture Committee |
|
|---|---|---|---|---|---|---|
| Australia N/A AUD 185,400 AUD 77,250 AUD 41,200 AUD 25,750 AUD 20,600 United States N/A USD 187,975 N/A N/A USD 19,313 USD 15,450 United Kingdom GBP 283,250 N/A N/A N/A N/A N/A |
These fees are inclusive of statutory superannuation where applicable. J Nendick, JM Velli and GB Schmid receive their director fees in USD and PJ Reynolds receives his Chairman’s fee in GBP. No bonuses, either short or long term, are paid to NEDs. They are not provided with retirement benefits.
NED statutory remuneration
Details of the nature and amount of each element of the total remuneration for each NED for the year ended 30 June 2024 are set out in the table below. Where remuneration was paid in anything other than USD, it has been translated at the average exchange rate for the financial year (for example, the FY2024 USD/AUD average rate of 1.5250, the FY2023 USD/AUD average rate of 1.4872).
| Short‑term | Post‑employment benefits |
Total | |
|---|---|---|---|
| Financial Year |
Fees1 $ |
Superannuation/ pension $ |
$ |
| PJ Reynolds 2024 354,184 - 2023 257,587 - |
354,184 257,587 |
||
| AP Cleland 2024 130,944 3,329 2023 130,213 2,811 |
134,273 133,024 |
||
| TL Fuller 2024 154,418 16,786 2023 154,352 15,922 |
171,204 170,274 |
||
| LM Gay 2024 132,810 14,617 2023 132,953 13,965 |
147,427 146,918 |
||
| J Nendick 2024 206,281 - 2023 201,250 - |
206,281 201,250 |
||
| GB Schmid2 2024 57,358 - 2023 - - |
57,358 - |
||
| JM Velli 2024 202,437 - 2023 197,500 - |
202,437 197,500 |
||
| Former NEDs SD Jones3 2024 - - 2023 108,201 8,503 |
- 116,704 |
||
| Total 2024 1,238,432 34,732 2023 1,182,056 41,201 |
1,273,164 1,223,257 |
1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
-
2 GB Schmid was appointed to the Board effective 14 March 2024.
-
3 SD Jones retired effective 10 November 2022.
60
7. KMP CONTRACTUAL ARRANGEMENTS
On appointment to the Board, all NEDs sign a formal appointment letter which includes details of their Director fees. NEDs do not have notice periods and are not entitled to receive termination payments.
Except for the Group CEO, no Director may be in office for longer than three years without facing re-election.
Neither the Group CEO nor other Executive KMP are employed under fixed-term arrangements with Computershare. Their notice periods are based on contractual provisions and local laws.
For the Group CEO, the notice period is 30 days. For the COO, his notice period is 6 months. As the Group CFO is located in the US, his employment is on an at will basis and, consistent with other employees in that jurisdiction, that means there is no contractual notice period in place.
On termination of employment, Executive KMP are entitled to statutory entitlements in their respective jurisdictions of employment. For the incentive awards, the default treatment is:
-
The Deferred Short-Term Incentive (DSTI) plan provides for full vesting for ‘good leavers’.
-
Under the LTI plan, subject to Board discretion, Performance Rights for ‘good leavers’ will be left on-foot, with the intended treatment being that a pro-rata proportion will be retained by the executive and will be subject to vesting at the end of the original performance period based on the satisfaction of the applicable performance measures. For ‘bad leavers’, their awards will be forfeited upon cessation of employment.
The Board will retain overarching discretion to determine an alternate treatment for Executive KMP’s on-foot incentive awards at cessation of employment.
Otherwise, subject in some instances to local requirements in the jurisdictions where the Group operates, none of these executives would receive special termination payments should they cease employment for any reason.
8. STATUTORY REMUNERATION DISCLOSURES
Details of the nature and amount of each element of the total remuneration for each Executive KMP for the year ended 30 June 2024 are set out in the table below in USD. Where remuneration was paid in anything other than USD, it has been translated at the average exchange rate for the financial year (for example, the FY2024 USD/AUD average rate was 1.5250, the FY2023 USD/AUD average rate 1.4872).
8.1 Remuneration of Executive KMP
| Financial Year |
Short‑term | Short‑term | Long‑term | Post‑ employment benefits |
Share‑based payments expense |
Share‑based payments expense |
Other | Total |
|---|---|---|---|---|---|---|---|---|
| Salaries $ |
Cash bonuses $ |
Other2 $ |
Super‑ annuation/ pension $ |
Shares $ |
Performance Rights/SARs3 $ |
Other5 $ |
$ | |
| SJ Irving1,4 2024 1,356,323 829,045 97,280 68,413 811,622 1,371,502 72,531 2023 1,271,362 888,978 32,986 65,093 796,605 1,133,385 21,789 |
4,606,716 4,210,198 |
|||||||
| NSR Oldfield1 2024 1,023,314 592,610 - 36,200 446,890 523,186 2,875 2023 865,081 530,578 - 35,700 362,961 417,513 2,663 |
2,625,075 2,214,496 |
|||||||
| H Baig1,6 2024 1,070,654 671,930 - - 421,681 91,664 - 2023 46,159 23,118 - - 9,373 - - |
2,255,929 78,650 |
|||||||
| Former Executive KMP ML McDougall1 2024 - - - - - - - 2023 470,438 136,037 (12,280) 16,261 108,407 208,290 1,907 |
- 930,060 |
|||||||
| N Sarkar1 2024 - - - - - - - 2023 546,936 427,643 - - 134,803 158,606 1,082 |
- 1,269,070 |
|||||||
| Total 2024 3,450,291 2,093,585 97,280 104,613 1,680,193 1,986,352 75,406 2023 3,199,976 2,006,354 20,706 117,054 1,413,149 1,917,794 27,441 |
9,487,720 8,702,474 |
-
1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
-
2 Other long-term remuneration comprises annual leave and long service leave.
-
3 Performance Rights expense has been included in the total remuneration on the basis that it is considered probable at the date of this financial report that the performance condition and service condition will be met. In future reporting periods, if the probability requirement regarding the non-market performance condition or the service condition is not met, a credit to remuneration will be included, consistent with the accounting treatment. SARs were a one off grant of share appreciation rights made in December 2020 and vested in September 2023.
-
4 Computershare provides tax protection for tax obligations that arise during business travel. As a result of SJ Irving’s travel and work in Australia, as required of him by Computershare, a payment of PAYG was made by the Company on his behalf on a loan basis with the understanding that foreign tax credits will be available to prevent double taxation of income. In the UK, upon lodgement of the tax return, the foreign tax credits received are used to repay the loan and residual amounts written off. The related UK and Australian tax charges on the beneficial loan are included in ‘Other’. Refer to section 8.3 for further details
-
5 ‘Other’ includes benefits related to Computershare’s general employee share plan as detailed in note 41 of the financial statements.
-
6 H Baig commenced in his role on 15 June 2023.
61
8.2 Equity Remuneration and Shareholdings of KMP
Shares granted under the DSTI Plan
Set out below is a summary of Shares granted under the DSTI plan and the maximum value of Shares that are expected to vest in the future if the vesting conditions are met:
==> picture [511 x 64] intentionally omitted <==
----- Start of picture text -----
Number
Number outstanding Financial Value at Maximum
vested end of year in grant date total value of
Date Number during the the year which grant (if granted grant yet to Forfeited/
granted [2] granted year (unvested) may vest this year) be expensed Vested Lapsed
$ $ % %
----- End of picture text -----
| Executive KMP | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| SJ Irving | 1/11/2021 | 55,840 | (55,840) | - | FY2024 | - | - | 100 | - |
| 31/10/2022 | 41,453 | - | 41,453 | FY2025 | - | 37,338 | - | - | |
| 12/12/20231 | 57,895 | - | - | FY2026 | 899,002 | 331,987 | - | - | |
| FY20242 | - | - | - | 569,091 | - | - | |||
| NSR Oldfield | 1/11/2021 | 19,990 | (19,990) | - | FY2024 | - | - | 100 | - |
| 31/10/2022 | 17,158 | - | 17,158 | FY2025 | - | 15,455 | - | - | |
| 1/12/20231 | 32,935 | - | - | FY2026 | 506,236 | 186,945 | - | - | |
| FY20242 | - | - | - | - | 405,470 | - | - | ||
| H Baig | 15/06/2023 | 10,454 | - | 10,454 | FY2025 | - | 22,099 | - | - |
| 15/06/2023 | 10,454 | - | 10,454 | FY2026 | - | 82,479 | - | - | |
| 1/12/20231 | 1,505 | - | - | FY2026 | 23,133 | 12,223 | - | - | |
| FY20242 | - | - | - | - | 461,830 | - | - |
1 Fair value at grant date 1 December 2023: AUD23.44. Fair value for SJ Irving at grant date 12 December 2023: AUD 23.68.
2 Shares for the deferred portion of the 2024 STI will be granted October/November 2024. SJ Irving was awarded his 2024 STI on 6 September 2024. The number of shares is based on Computershare’s 5-day VWAP from 13 August 2024: AUD 27.69 As the grant date fair value cannot be determined at the reporting date, the maximum total value of grant yet to be expensed is estimated based on Computershare’s 5-day VWAP, less the amount expensed during FY2024.
Performance Rights
Performance Rights granted under the LTI plan are for no consideration and carry no dividend or voting rights. Each Performance Right carries an entitlement to one fully paid ordinary share in Computershare Limited. Details of Rights granted under the LTI plan in respect of the financial year FY2024 are set out in the table below and those Rights granted to SJ Irving as Group CEO were granted with approval under ASX Listing Rule 10.14.
Set out below is a summary of Performance Rights granted under the LTI plans.
| Date granted |
Number granted |
Number vested during the year |
Number lapsed during the year |
Number outstanding end of the year (unvested) |
Financial year in which grant may vest |
Value at grant date (if granted this year) $ |
Maximum total value of grant yet to be expensed2 $ |
Vested % |
Forfeited/ lapsed % |
|
|---|---|---|---|---|---|---|---|---|---|---|
| SJ Irving 27/11/2020 103,809 (103,809) - - FY2024 - - 100 - 29/11/2021 181,938 - - 181,938 FY2025 - - - - 28/11/2022 146,771 - - 146,771 FY2026 - 748,837 - - 22/03/20241 151,774 - - 151,774 FY2027 2,043,025 1,362,017 - - |
||||||||||
| NSR Oldfield 27/11/2020 37,553 (37,553) - - FY2024 - - 100 - 29/11/2021 73,776 - - 73,776 FY2025 - - - - 28/11/2022 52,455 - - 52,455 FY2026 - 267,629 - - 22/03/20241 58,445 - - 58,445 FY2027 786,722 524,481 - - |
||||||||||
| H Baig 22/03/20241 31,295 - - 31,295 FY2027 421,256 280,837 - - |
-
1 Fair value at grant date in March 2024: TSR - AUD15.68; ROIC - AUD23.76; EPS ex MI - AUD23.76.
-
2 The minimum total value of the grant yet to vest is nil.
62
Shareholdings of KMP
The number of ordinary shares in Computershare Limited held during the financial year by each Director and the other named KMP, including details of Shares granted as remuneration during the current financial year and ordinary shares provided as the result of the exercise of remuneration options during the current financial year, are included in the table below.
| Balance at beginning of the year |
Vested under DSTI plan |
On exercise of SARs4/ Performance Rights |
On market purchases/ (sales) |
Vested Other share plans1 |
Balance at end of the year3 |
|
|---|---|---|---|---|---|---|
| PJ Reynolds 24,000 - - - - 24,000 |
||||||
| AP Cleland 14,671 - - 232 - 14,903 |
||||||
| TL Fuller 16,148 - - - - 16,148 |
||||||
| LM Gay 21,939 - - - - 21,939 |
||||||
| J Nendick 13,141 - - - - 13,141 |
||||||
| GB Schmid2 - - - - - - |
||||||
| JM Velli 17,000 - - - - 17,000 |
||||||
| Executive KMP SJ Irving 76,740 55,840 244,188 (271,085) - 105,683 |
||||||
| NSR Oldfield 80,660 19,990 88,336 (105,355) 330 83,961 |
||||||
| H Baig - - - - - - |
1 Vested Other share plans include Shares vested related to Computershare’s general employee share plan as detailed in note 41.
- 2 GB Schmid was appointed on 14 March 2024. His shareholding balance is at the date he commenced in his role.
3 In FY2024, a formal minimum shareholding policy for NEDs and Executive KMP was introduced, set at 100% of their base fee and 100% of their base salary, respectively. Those subject to the policy have a 5 year period in which to meet the minimum requirement. All except recently appointed management and directors currently meet the minimum holding requirement.
- 4 SARs were a one off grant of share appreciation rights made in December 2020 and vested in September 2023.
Proportions of fixed and performance‑related remuneration
The percentage value of total remuneration relating to the current financial year received by Executive KMP that consists of fixed and performance-related remuneration is outlined below. NEDs do not receive any performance-related remuneration.
| % of fixed/ non‑performance related remuneration |
% of total remuneration received as cash bonus (CSTI) |
% of remuneration received as equity bonus (DSTI) |
% of total remuneration received as Performance Rights |
|
|---|---|---|---|---|
| SJ Irving 34.61 18.00 17.62 29.77 |
||||
| NSR Oldfield 40.48 22.57 17.02 19.93 |
||||
| H Baig 47.46 29.79 18.69 4.06 |
8.3 Other
Loans and other transactions with Directors and executives
As a result of SJ Irving’s travel and work in Australia, a PAYG tax obligation arises in Australia. The Company provides tax protection for tax obligations that arise during business travel and a payment of PAYG is made on his behalf on a loan basis with the understanding that foreign tax credits will be available to prevent double taxation of income. In the UK, upon lodgement of his tax returns, foreign tax credits are applied to repay the loan and residual amounts due on the loan are written off. Details of the PAYG loan are set out below.
Total loans to KMP
| Balance 1 July 2023 |
Interest charged |
Interest not charged |
Write-off | Balance 30 June 2024 |
Highest balance in period |
|
|---|---|---|---|---|---|---|
| SJ Irving 290,337 - 21,059 - 418,826 418,826 |
As a matter of Board approved policy, the Group maintains a register of all transactions between Directors and the consolidated entity. It is established practice for any Director to excuse himself or herself from discussion and voting upon any transaction in which that Director has an interest. The consolidated entity has a Board approved ethics policy governing many aspects of workplace conduct, including management and disclosure of conflicts of interest.
63
Derivative instruments
As per Corporations Act 2001 , Section 206J, Computershare’s policy forbids KMP to deal in derivatives designed as a hedge against exposure to unvested Shares and vested Shares that are still subject to a disposal restriction in Computershare Limited.
Voting of shareholders at last year’s annual general meeting
Computershare Limited received more than 90% of “yes” votes on its remuneration report for the 2023 financial year. The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
End of the Remuneration Report.
Shares under option
Unissued ordinary shares in Computershare Limited under Performance Rights at the date of this report are as follows:
| Date granted | Financial year of expiry |
Number of Rights |
|---|---|---|
| Performance Rights | ||
| 28/11/2022 2026 490,523 |
||
| 22/03/2024 2027 547,266 |
AUDITOR
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 .
Auditor’s independence declaration
A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.
Non‑audit services
The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit duties where the auditor’s expertise and experience with the Group are important.
The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engaging PricewaterhouseCoopers for non-audit services are set out in the Corporate Governance Statement.
The Directors are satisfied that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that cannot be undertaken).
-
None of the services provided undermine the general principles relating to auditor’s independence, including reviewing or auditing the auditor’s own work, acting in a management capacity or a decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing economic risks and rewards.
64
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its network firms and non-related audit firms:
| firms and non-related audit firms: | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Assurance services: Auditing or review of financial statements - PricewaterhouseCoopers Australia 1,798 1,500 - Network firms of PricewaterhouseCoopers Australia 4,152 4,364 |
||
| 5,950 5,864 |
||
| Regulatory assurance and other required engagements by local regulations - PricewaterhouseCoopers Australia 40 40 - Network firms of PricewaterhouseCoopers Australia 2,814 2,993 |
||
| 2,854 3,033 |
||
| Assurance services required by Computershare’s clients’ financial statement (statutory) auditors - PricewaterhouseCoopers Australia 449 440 - Network firms of PricewaterhouseCoopers Australia 3,641 2,482 |
||
| 4,090 2,922 |
||
| Other assurance related services - PricewaterhouseCoopers Australia - - - Network firms of PricewaterhouseCoopers Australia - 22 |
||
| - 22 |
||
| Total assurance services fees 12,894 11,841 |
||
| Other non‑assurance services: Taxation compliance services - Network firms of PricewaterhouseCoopers Australia 172 188 |
||
| 172 188 |
||
| Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its affiliates for: Auditing or review of financial statements 5 21 |
||
| 5 21 |
||
| Total 13,071 12,050 |
ROUNDING OF AMOUNTS
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class order to the nearest thousand dollars unless specifically stated to be otherwise.
Signed in accordance with a resolution of the Directors.
PJ Reynolds Chair 23 September 2024
65
AUDITOR’S INDEPENDENCE DECLARATION
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Auditor’s Independence Declaration
As lead auditor for the audit of Computershare Limited for the year ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been:
-
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
-
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
==> picture [87 x 26] intentionally omitted <==
Marcus Laithwaite Partner PricewaterhouseCoopers
Melbourne 23 September 2024
PricewaterhouseCoopers, ABN 52 780 433 757 2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
66
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2024
| Note | 2024 $000 |
2023 $000 |
|
|---|---|---|---|
| Revenue from continuing operations | |||
| Sales revenue 2,917,833 2,778,059 |
|||
| Interest received 53,485 29,346 |
|||
| Dividends received 1,493 1,491 |
|||
| Total revenue from continuing operations 2 2,972,811 2,808,896 |
|||
| Other income 2 5,693 9,782 |
|||
| Expenses from continuing operations | |||
| Direct services 1,715,118 1,621,952 |
|||
| Technology costs 367,600 366,664 |
|||
| Corporate services 67,113 56,216 |
|||
| Finance costs 3 134,659 102,377 |
|||
| Total expenses from continuing operations 2,284,490 2,147,209 |
|||
| Share of net profit/(loss) of associates and joint ventures accounted | |||
| for using the equity method 32 431 295 |
|||
| Profit before related income tax expense from continuing operations 694,445 671,764 |
|||
| Income tax expense/(credit) 6 201,275 188,511 |
|||
| Profit after income tax expense from continuing operations 493,170 483,253 |
|||
| Loss after income tax benefit from discontinued operations 9 (140,240) (38,535) |
|||
| Profit after tax for the year from continuing and discontinued operations 352,930 444,718 |
|||
| Other comprehensive income | |||
| Items that may be reclassified to profit or loss Cash flow hedges and cost of hedging (7,608) (239,526) Exchange differences on translation of foreign operations (9,203) (35,921) Income tax relating to these items 6 (1,946) 73,852 Items that will not be reclassified to profit or loss Defined benefit plan gain/(loss) (5,685) - Income tax relatingto this item 6 1,124 - |
|||
| Total other comprehensive income for theyear, net of tax (23,318) (201,595) |
|||
| Total comprehensive income for theyear 329,612 243,123 |
|||
| Profit for the year attributable to: Members of Computershare Limited 352,624 444,744 Non-controllinginterests 306 (26) |
|||
| 352,930 444,718 |
|||
| Total comprehensive income for the year attributable to: Members of Computershare Limited 329,528 243,511 Non-controllinginterests 84 (388) |
|||
| 329,612 243,123 |
|||
| Total comprehensive income for the year attributable to: Continuing operations 469,852 281,658 Discontinued operations (140,240) (38,535) |
|||
| 329,612 243,123 |
|||
| Earnings per share for profit from continuing operations attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 4 82.33 cents 80.05 cents Diluted earnings per share (cents per share) 4 82.15 cents 79.87 cents Earnings per share for profit from discontinued operations attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 4 (23.43 cents)(6.38 cents) Diluted earnings per share (cents per share) 4 (23.37 cents)(6.37 cents) Earnings per share for profit attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 4 58.90 cents 73.67 cents Diluted earnings per share (cents per share) 4 58.78 cents 73.50 cents |
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
The above consolidated statement of comprehensive income is presented in United States dollars and should be read in conjunction with the accompanying notes.
67
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
| Note | 2024 $000 |
2023 $000 |
|---|---|---|
| CURRENT ASSETS Cash and cash equivalents 7 1,193,939 1,141,695 Other financial assets 18 108,622 98,973 Receivables 16 573,569 519,415 Loan servicing advances 17 - 318,727 Financial assets at fair value through profit or loss 14 60 10,226 Inventories 19 5,523 6,310 Current tax assets 40,297 9,303 Prepayments 62,680 59,332 Other current assets 20 2,514 9,464 |
||
| Total current assets 1,987,204 2,173,445 |
||
| NON‑CURRENT ASSETS Receivables 16 67,677 93,296 Investments accounted for using the equity method 32 8,539 8,344 Financial assets at fair value through profit or loss 14 32,911 54,115 Property, plant and equipment 21 147,106 140,266 Right-of-use assets 22 107,366 145,699 Deferred tax assets 6 220,423 238,575 Intangibles 10 2,546,935 3,291,996 Other non-current assets 20 458 649 |
||
| Total non‑current assets 3,131,415 3,972,940 |
||
| Total assets 5,118,619 6,146,385 |
||
| CURRENT LIABILITIES Payables 23 570,760 544,242 Borrowings 15 - 593,864 Lease liabilities 22 29,043 35,934 Current tax liabilities 23,086 37,025 Financial liabilities at fair value through profit or loss 14 346 6,558 Provisions 24 50,078 43,616 Deferred consideration 25 2,043 1,084 Mortgage servicingrelated liabilities 26 - 30,042 |
||
| Total current liabilities 675,356 1,292,365 |
||
| NON‑CURRENT LIABILITIES Payables 23 21,823 19,130 Borrowings 15 1,655,294 1,764,003 Lease liabilities 22 101,415 140,213 Financial liabilities at fair value through profit or loss 14 471,773 469,748 Deferred tax liabilities 6 214,452 227,469 Provisions 24 29,903 23,377 Mortgage servicingrelated liabilities 26 - 69,098 |
||
| Total non‑current liabilities 2,494,660 2,713,038 |
||
| Total liabilities 3,170,016 4,005,403 |
||
| Net assets 1,948,603 2,140,982 |
||
| EQUITY Contributed equity 28 308,167 519,299 Reserves 29 (379,290) (357,335) Retained earnings 30 2,018,600 1,977,976 |
||
| Total parent entity interest 27 1,947,477 2,139,940 Non-controllinginterests 27 1,126 1,042 |
||
| Total equity 1,948,603 2,140,982 |
The above consolidated statement of financial position is presented in United States dollars and should be read in conjunction with the accompanying notes.
68
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2024
==> picture [510 x 63] intentionally omitted <==
----- Start of picture text -----
Attributable to members of Computershare Limited
Non‑
Contributed Retained controlling Total
Equity Reserves Earnings Total Interests Equity
Note $000 $000 $000 $000 $000 $000
----- End of picture text -----
| Total equity at 1 July 2023 Profit for the year Cash flow hedges and cost of hedging Exchange differences on translation of |
519,299 - - - |
(357,335) - (7,608) (8,981) |
1,977,976 352,624 - - |
2,139,940 352,624 (7,608) (8,981) |
1,042 306 - (222) |
2,140,982 352,930 (7,608) (9,203) |
|
|---|---|---|---|---|---|---|---|
| foreign operations | |||||||
| Defined benefit gain/(loss) | 24 | - | (5,685) | - | (5,685) | - | (5,685) |
| Income tax (expense)/credits | 6 | - | (822) | - | (822) | - | (822) |
| Total comprehensive income for the year | - | (23,096) | 352,624 | 329,528 | 84 | 329,612 | |
| Transactions with owners in their | |||||||
| capacity as owners: Dividends provided for or paid Cash purchase of shares on market Share buy back Share based remuneration |
30 28 |
- - (211,132) - |
- (28,852) - 29,993 |
(312,000) - - - |
(312,000) (28,852) (211,132) 29,993 |
- - - - |
(312,000) (28,852) (211,132) 29,993 |
| Balance at 30 June 2024 | 308,167 | (379,290) | 2,018,600 | 1,947,477 | 1,126 | 1,948,603 | |
| Total equity at 1 July 2022 | 519,299 | (138,090) | 1,776,767 | 2,157,976 | 1,430 | 2,159,406 | |
| Profit for the year | - | - | 444,744 | 444,744 | (26) | 444,718 | |
| Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Income tax (expense)/credits |
6 | - - - |
(239,526) (35,559) 73,852 |
- - - |
(239,526) (35,559) 73,852 |
- (362) - |
(239,526) (35,921) 73,852 |
| Total comprehensive income for the year | - | (201,233) | 444,744 | 243,511 | (388) | 243,123 | |
| Transactions with owners in their | |||||||
| capacity as owners: | |||||||
| Dividends provided for or paid | 30 | - | - | (243,535) | (243,535) | - | (243,535) |
| Cash purchase of shares on market | - | (49,433) | - | (49,433) | - | (49,433) | |
| Share based remuneration | - | 31,421 | - | 31,421 | - | 31,421 | |
| Balance at 30 June 2023 | 519,299 | (357,335) | 1,977,976 | 2,139,940 | 1,042 | 2,140,982 |
The above consolidated statement of changes in equity is presented in United States dollars and should be read in conjunction with the accompanying notes.
69
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
| Note | 2024 $000 |
2023 $000 |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers 3,199,161 3,177,472 Payments to suppliers and employees (2,178,232) (2,263,313) Loan servicing advances (net) (2,179) (22,611) Dividends received from associates, joint ventures and equity securities 1,767 4,770 Interest paid and other finance costs (168,869) (143,654) Interest received 53,485 29,346 Income taxes paid (176,169) (181,012) |
|||
| Net operating cash flows 7(b) 728,964 600,998 |
|||
| CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled entities and businesses (net of cash acquired) 8 (37,135) (9,628) Proceeds from sale of controlled entities (net of cash disposed) 9 581,043 42,344 Proceeds from sale of associate 1,788 - Proceeds from/(payments for) intangible assets including MSRs (76,024) (70,708) Proceeds from/(payments for) investments 5,180 4,221 Payments for property, plant and equipment (42,808) (41,891) |
|||
| Net investing cash flows 432,044 (75,662) |
|||
| CASH FLOWS FROM FINANCING ACTIVITIES Payment for purchase of ordinary shares – share-based awards (28,852) (49,497) Proceeds from borrowings 637,205 714,134 Repayment of borrowings (1,157,679) (783,012) Loan servicing borrowings (net) 4,092 (5,062) Dividends paid - ordinary shares (net of dividend reinvestment plan) (273,643) (213,809) Purchase of ordinary shares - dividend reinvestment plan (38,357) (29,727) Share buy-back 28 (211,132) - Lease principal payments (36,998) (43,699) |
|||
| Net financing cash flows (1,105,364) (410,672) |
|||
| Net increase/(decrease) in cash and cash equivalents held1 55,644 114,664 Cash and cash equivalents at the beginning of the financial year 1,141,695 1,030,765 Exchange rate variations on foreign cash balances (3,400) (3,734) |
|||
| Cash and cash equivalents at the end of the year 1,193,939 1,141,695 |
1 Refer to note 9(e) which disaggregates cash balances attributable to the discontinued operation.
The above consolidated cash flow statement is presented in United States dollars and should be read in conjunction with the accompanying notes.
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
- Basis of preparation
Results and key balances
-
Revenue and other income
-
Expenses
Equity
-
Interests in equity
-
Contributed equity
-
Reserves
-
Retained earnings and dividends
-
Earnings per share
-
Segment information
-
Income tax expense and balances
-
Notes to the consolidated cash flow statement
-
Business combinations
-
Discontinued operations
-
Intangible assets
-
Impairment
Financial risk management
-
Hedge accounting
-
Financial risk management
-
Financial assets and liabilities at fair value through profit or loss
-
Borrowings
Other balance sheet items
- Receivables
Group structure
-
Details of controlled entities
-
Investments in associates and joint ventures
-
Deed of cross guarantee
-
Parent entity financial information
Unrecognised items
-
Contingent liabilities
-
Commitments
-
Capital expenditure commitments
-
Significant events after year end
Other disclosures
-
Related party disclosures
-
40 Key management personnel disclosures
-
Employee and executive benefits
-
Remuneration of auditors
-
Loan servicing advances
-
Other financial assets
-
Inventories
-
Other assets
-
Property, plant and equipment
-
Leases
-
Payables
-
Provisions
-
Deferred consideration
-
Mortgage servicing related liabilities
71
1. BASIS OF PREPARATION
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The financial report is for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively throughout these financial statements as the “consolidated entity”, “the Group” or “Computershare”.
Basis of preparation of full year financial report
This general purpose financial report for the reporting period ended 30 June 2024 has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 . Computershare Limited is a for-profit entity for the purpose of preparing financial statements.
This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Securities Exchange Listing Rules.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
Compliance with IFRS
The financial statements of Computershare Limited and its controlled entities also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Historical cost convention
The financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities (including derivative instruments) measured at fair value through profit or loss.
Principles of consolidation
The consolidated financial statements include the assets and liabilities of the parent entity, Computershare Limited, and its controlled entities.
All intercompany balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during the year, the results are consolidated only from the date control commenced or up to the date control ceased.
Financial statements of foreign controlled entities, associates and joint ventures presented in accordance with overseas accounting principles are, for consolidation purposes, adjusted to comply with Group policy and Australian Accounting Standards.
Controlled entities
Controlled entities are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group.
Investments in associated entities
Associates are all entities over which the Group has significant influence but not control or joint control. This generally accompanies a shareholding of between 20% and 50% of the voting rights. Interests in associates are accounted for using the equity method.
Investments in joint ventures
Joint ventures are arrangements where Computershare has joint control with another party over that arrangement and each party has rights to the net assets of that arrangement. Joint control is the agreed sharing of control, which exists when decisions about relevant activities require unanimous consent of parties sharing control. Interests in joint ventures are accounted for using the equity method.
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the controlled entity. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of the parent entity.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in US dollars as a significant portion of the Group’s activity is denominated in US dollars.
72
Transactions and balances
Foreign currency transactions are converted to US dollars at exchange rates approximating those in effect at the date of each transaction. Amounts payable and receivable in foreign currencies at balance date are converted to US dollars at the average of the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as they occur.
Exchange differences relating to monetary items are included in profit or loss, as exchange gains or losses, in the period when the exchange rates change, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.
Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
Assets and liabilities for each presented statement of financial position are translated at the closing rate at the date of that statement
-
Income and expenses for each statement of comprehensive income are translated at average exchange rates
All resulting exchange differences are recognised in other comprehensive income
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and reflected in equity.
Goodwill and fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at the closing rate.
Discontinued Operations
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations. During the period, the US MS business was disposed and this transaction met the requirements to be treated as a discontinued operation.
The results of discontinued operations are presented separately in the statement of profit or loss for both periods, causing a restatement of prior year numbers to reflect the change in presentation. Notes to the profit and loss statement have also been restated. The balance sheet and cash flow statement are not required to be restated, however, please refer to note 9 for further information on the impact of the Group’s balance sheet and statement of cash flows by the discontinued operation.
Key estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The significant estimates and assumptions made in the current financial year are set out in the relevant notes:
| Note | Key accounting estimates and judgements |
|---|---|
| 6 Provision for income tax 6 Deferred tax assets 8 Accounting for business combinations 10 Intangibles – mortgage servicing rights 11 Impairment 14 Financial assets and liabilities at fair value through profit or loss 16 Other receivables – contingent consideration on disposal of KCC and US MS businesses |
Rounding of amounts
The consolidated entity is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial report. In accordance with this instrument, amounts in the financial report have been rounded off to the nearest thousand dollars, or in certain cases, the nearest dollar.
New and amended accounting standards and interpretations
There were no new or amended accounting standards or interpretations adopted during the period that had a material impact on the Group.
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Future accounting developments
In 2022, the IASB published ‘Non-current Liabilities with Covenants (Amendments to IAS 1)’ to clarify how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The amendments are effective for the financial year ended 30 June 2025. The amendment is not expected to have a material impact on the Group’s financial statements.
The AASB has made amendments to AASB 121 “The Effects of Changes in Foreign Exchange Rates” to help entities to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not. The changes are applicable for annual reporting periods on or after 1 January 2025. The amendments are not expected to have a material impact on the Group’s financial statements.
There are no new standards or amendments to existing standards that are not yet effective which are expected to have a material impact on the Group’s financial statements.
Other
In June 2023, the International Sustainability Standards Board (ISSB) released its first two sustainability disclosure standards:
-
(a) IFRS S1 ‘General Requirements for Disclosure of Sustainability-related Financial Information’, and
-
(b) IFRS S2 Climate-related Disclosures (Climate standard).
IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption permitted, subject to the adoption of the standards by local jurisdictions.
On 9 September 2024 the Australian Parliament passed amendments both to the Corporations Act and the Australian Securities and Investment Commission Act 2001 (‘ASIC Act’). The amendments require certain entities that lodge financial reports under Chapter 2M of the Corporations Act and/or are required to report under the National Greenhouse and Energy Reporting Act 2007 (‘NGER Act’) to make annual climate-related financial disclosures.
Computershare Limited will be required to prepare climate-related financial disclosures which will be assured by the entity’s external auditor. The Auditing and Assurance Standards Board (AUASB) will set out a pathway for phasing in reasonable assurance requirements over time, commencing with limited assurance of Scope 1 and 2 emissions disclosures from periods starting 1 January 2025 (for Group 1) to reasonable assurance over all climate disclosures for periods starting on or after 1 July 2030.
Australian Sustainability Reporting Standards
There are currently three draft Australian Sustainability Reporting Standards for which an Exposure Draft (‘ED SR1’) was released in October 2023 by the AASB:
-
Draft ASRS 1 General Requirements for Disclosure of Climate-related Financial Information (based on IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information with a scope limitation to climate- related financial disclosures);
-
Draft ASRS 2 Climate-related Financial Disclosures (based on IFRS S2 Climate-related Disclosures); and
-
Draft ASRS 101 References in Australian Sustainability Reporting Standards, developed as a service standard that would be updated periodically to list the relevant versions of any non-legislative documents published in Australia and foreign documents that are referenced in ASRS Standards.
The core content currently proposed by the AASB within ED SR1 aligns with the four-pillars approach included in the IFRS Sustainability Disclosure Standards issued by the International Sustainability Standards Board (ISSB).
If the proposals are introduced as drafted, implementation shall occur via a three-phased approach, with Computershare falling within Group 1, meaning that disclosures shall apply for the financial year ended 30 June 2026. Currently, the proposed disclosures include climate risk impact on governance, business model, strategy, risk management, and performance and prospects, and shall be included in a separate section of the Annual Report.
OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules. Refer to note 6(f) for more information.
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2. REVENUE AND OTHER INCOME
| 2. REVENUE AND OTHER INCOME | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Sales revenue from continuing operations Core fees 1,520,564 1,492,443 Transactional fees 440,987 354,520 Event fees 175,584 208,266 Margin income 780,698 722,830 |
||
| Revenue from contracts with customers 2,917,833 2,778,059 |
||
| Dividends received 1,493 1,491 Interest received 53,485 29,346 |
||
| Total revenue from continuing operations 2,972,811 2,808,896 |
||
| Other income from continuing operations Gain on disposal of Milestone Group Pty Ltd1 - 4,074 Gain on disposal of Private Capital Solutions client accounts - 190 Rent received 1,267 1,335 Other 4,426 4,183 |
||
| Total other income from continuing operations 5,693 9,782 |
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
Sales revenue
Revenue is recognised in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the provider of the goods or services expects to be entitled. This involves following a five-step model of revenue recognition:
-
Identifying the contract with a customer
-
Identifying performance obligations under the contract
-
Determining the transaction price
-
Allocating the transaction price to performance obligations under the contract
-
Recognising revenue when Computershare satisfies its performance obligations
Integrated services
Integrated services customer contracts for registry maintenance, employee plans management, trust management, loan services and some recurring contracts in communication services include an obligation to perform an unspecified number of tasks to provide an integrated service over the contract period, where Computershare is compensated over the contract term whether or not any specific activities are required to be performed. In these situations, the Group has a stand-ready obligation to perform any of the tasks constituting the integrated service whenever needed, which is considered one performance obligation.
Typically, the consideration that Computershare is entitled to for satisfying performance obligations can vary in line with underlying measures, such as the number of shareholders or participants in an employee share plan. For the purposes of recording revenue, the Group estimates the amount of variable consideration it is entitled to, only to the extent that it is highly probable that a significant reversal in the cumulative amount of revenue recognised will not occur.
In some instances, particularly for smaller clients, consideration may be fixed. This fixed consideration is recognised as revenue over the contract term by measuring progress towards complete satisfaction of the underlying performance obligation, which is generally on a straight-line basis. Revenue for provision of shareholder meetings (considered a separate performance obligation) is recognised at a point in time when the meeting service has been provided.
The Group at times provides services on an ad-hoc basis over the contract period, where those services do not form a part of a stand-ready obligation (eg, property valuations). Each of these individual tasks is classified as a separate performance obligation and the allocated fee is recognised once that performance obligation has been completed.
1 FY 23 Relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd.
75
Corporate actions and stakeholder relationship management
For corporate actions, stakeholder relationship management and some communication services contracts, each customer contract is a separate performance obligation and revenue related to these contracts is typically variable. For contracts that qualify for over time revenue recognition, revenue is recognised in line with contractual charging arrangements for variable fees as they reflect the transfer of benefit to the customer.
Margin income
Margin income is part of variable consideration related to customer contracts and is recognised when it becomes receivable.
Upfront fees
Where work reflected by the upfront fees charged to clients is classified as a fulfilment activity, the associated revenue is recognised straight-line over the relevant contract term. In those instances where the upfront fees represent a separate performance obligation, the associated revenue is recognised at a point in time when that performance obligation is satisfied.
Discounts and rebates
Where a contract includes a variable amount, the consolidated entity determines the transaction price with regard to any variable consideration it is entitled to. The estimated consideration can sometimes vary due to discounts and rebates. Accumulated experience is used to estimate the highly probable amount of variable consideration to be recognised.
Interest and dividend income
Interest income on deposits is recognised using the effective interest method. Dividends are recognised as revenue when the right to receive payment is established.
76
3. EXPENSES
Profit before tax from continuing operations includes the following specific expenses:
| Profit before tax from continuing operations includes the following specific expenses: | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Depreciation and amortisation from continuing operations Depreciation of property, plant and equipment 34,811 32,916 Depreciation of right-of-use assets 30,524 38,857 |
||
| Total depreciation 65,335 71,773 Amortisation of intangible assets 96,829 99,352 |
||
| Total depreciation and amortisation from continuing operations 162,164 171,125 |
||
| Finance costs from continuing operations Interest expense Borrowings and derivatives 125,780 93,503 Lease liabilities 6,455 6,273 Loan facility fees and other borrowing expenses 2,424 2,601 |
||
| Total finance costs from continuing operations 134,659 102,377 |
||
| Other operating expense items Technology spending - research and development 136,877 142,213 Employee entitlements (excluding superannuation and other pension) expense 1,153,484 1,113,477 Superannuation and other pension expenses 58,890 55,396 |
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
Profit before tax from continuing operations includes the following individually significant expenses. Further information is included in note 4.
Individually significant items
| Individually significant items | ||
|---|---|---|
| Acquisition related integration expenses Contingent consideration re-measurement |
114,259 28,000 |
106,383 - |
| Acquisition and disposal related expenses | 4,598 | 6,679 |
| Initial loss on disposal of KCC | - | 13,643 |
| Impairment of assets | - | 25,164 |
Depreciation and amortisation
Refer to notes 10, 21 and 22 for further details on depreciation and amortisation.
Finance costs
Finance costs are recognised as an expense when they are incurred.
Technology spending – research and development
These are operating expenses incurred on research and development activities.
Employee entitlements
Employee entitlements include salaries and wages, leave entitlements, incentives and share-based payment awards. The Group’s accounting policy for liabilities associated with employee benefits is set out in note 24. The policy relating to share-based payments is set out in note 41.
Superannuation and other pension expenses
The Group makes contributions to various defined contribution superannuation and pension plans. For defined contribution plans, the Group has no further payment obligations once the contributions have been paid. The contributions are recognised as expenses when they become payable. For the accounting policy for defined benefit plans, please refer to note 24.
77
4. EARNINGS PER SHARE
| 4. EARNINGS PER SHARE | 4. EARNINGS PER SHARE | 4. EARNINGS PER SHARE | ||
|---|---|---|---|---|
| 2024 $000 |
2023 $000 |
|||
| Earnings per share (cents per share) from continuing operations Basic EPS 82.33 cents 80.05 cents Diluted EPS 82.15 cents 79.87 cents Earnings per share (cents per share) from discontinued operations Basic EPS (23.43 cents) (6.38 cents) Diluted EPS (23.37 cents) (6.37 cents) |
||||
| Year ended 30 June 2024 | Basic EPS | Diluted EPS | Management Basic EPS |
Management Diluted EPS |
| Earnings per share (cents per share) 58.90 cents 58.78 cents 118.33 cents 118.07 cents Reconciliation of earnings $000 $000 $000 $000 |
||||
| Profit for the year 352,930 352,930 352,930 352,930 Non-controlling interest (profit)/loss (306) (306) (306) (306) Add back management adjustment items (see below) - - 355,740 355,740 |
||||
| Net profit attributable to the members of Computershare Limited 352,624 352,624 708,364 708,364 |
||||
| Weighted average number of ordinary shares used as denominator in calculating earnings per share 598,649,609 599,928,830 598,649,609 599,928,830 |
||||
| Year ended 30 June 2023 | Basic EPS | Diluted EPS | Management Basic EPS |
Management Diluted EPS |
| Earnings per share (cents per share) 73.67 cents 73.50 cents 108.01 cents 107.76 cents Reconciliation of earnings $000 $000 $000 $000 |
||||
| Profit for the year 444,718 444,718 444,718 444,718 Non-controlling interest (profit)/loss 26 26 26 26 Add back management adjustment items (see below) - - 207,320 207,320 |
||||
| Net profit attributable to the members of Computershare Limited 444,744 444,744 652,064 652,064 |
||||
| Weighted average number of ordinary shares used as denominator in calculating earnings per share 603,729,336 605,099,739 603,729,336 605,099,739 Reconciliation of weighted average number of shares used as the denominator: 2024 Number 2023 Number |
||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 598,649,609 603,729,336 Adjustments for calculation of diluted earnings per share: Share appreciation rights - 549,955 Performance rights 1,279,221 820,448 |
||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 599,928,830 605,099,739 |
78
Calculation of earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing profit attributable to members of Computershare Limited by the weighted average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit attributable to members of Computershare Limited by the weighted average number of ordinary shares outstanding during the financial year, adjusted for the effects of dilutive potential ordinary shares in the employee Long-Term Incentive Plan (see note 41b).
No employee performance rights or share appreciation rights have been issued since year end.
Management basic earnings per share
Management basic earnings per share excludes certain items. Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items provides better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance. The net profit used in the management earnings per share calculation is adjusted for management adjustment items net of tax.
Management Adjustment Items
For the year ended 30 June 2024 management adjustment items include the following:
| Gross $000 |
Tax effect $000 |
Net of tax $000 |
|
|---|---|---|---|
| Amortisation Amortisation of intangible assets (94,593) 24,133 (70,460) Acquisitions and disposals Loss on sale of US MS (184,605) 55,196 (129,409) Acquisition related integration expenses (114,259) 29,041 (85,218) Contingent consideration remeasurement (28,000) 7,497 (20,503) Acquisition and disposal related expenses (4,598) 1,225 (3,373) Other Major restructuring costs (64,034) 16,979 (47,055) Marked to market adjustments – derivatives 391 (113) 278 |
|||
| Total management adjustment items (489,698) 133,958 (355,740) |
Management adjustment items net of tax for the year ended 30 June 2024 were as follows:
Amortisation
- Customer relationships and most of other intangible assets that are recognised on business combinations or major asset acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The amortisation of these intangibles in the year ended 30 June 2024 was $70.5 million. Amortisation of mortgage servicing rights, certain acquired software as well as intangibles purchased outside of business combinations is included as a charge against management earnings.[1]
Acquisitions and disposals
-
Disposal of the US MS business resulted in a management adjusted net loss of $129.4 million[1] . Refer to note 9 for more information on the discontinued operation.
-
Acquisition-related integration expenses were associated mainly with the integration of the Corporate Trust business ($57.4 million) and the ongoing integration of Equatex including a rollout of the previously acquired software ($26.2 million).
-
An adjustment to contingent consideration related to the prior period’s sale of KCC resulted in an after-tax loss of $20.5 million.
-
Disposal and acquisition related expenses resulted in a net loss of $3.4 million. This was mainly due to final disposal accounting adjustments associated with the sale of KCC recorded in the current reporting period.
1 Although amortisation of MSRs in the US MS business ceased at the time this business was classified as held for sale in October 2023, for management reporting we have included MSR amortisation up to the 1 May 2024 disposal date as a charge against earnings. This reduced the management adjusted loss on disposal by $50.0 million before tax ($35.2 million after tax) compared to the statutory result.
79
Other
-
Costs of $47.1 million were incurred in respect of major restructuring programmes spanning several years. These include a new business-wide cost-out program, the implementation of new global enterprise resource planning (ERP) and human capital management (HCM) platforms, Issuer Services digitisation, mortgage services cost-out programmes and continued property rationalisation.
-
Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives in hedge relationships is taken to profit or loss in the statutory results. The impact in the current reporting period was a loss of $0.3 million.
For the year ended 30 June 2023 management adjustment items include the following:
| Gross $000 |
Tax effect $000 |
Net of tax $000 |
|
|---|---|---|---|
| Amortisation Amortisation of intangible assets (96,205) 25,535 (70,670) Acquisitions and disposals Acquisition related integration expenses (106,383) 27,801 (78,582) Acquisition and disposal related expenses (6,679) 1,766 (4,913) Loss on disposal of KCC (13,643) 7,228 (6,415) Gain on other disposals 1,742 (253) 1,489 Contingent consideration remeasurement 4,074 (1,222) 2,852 Other Major restructuring costs (39,742) 10,466 (29,276) Marked to market adjustments – derivatives 1,001 (307) 694 Impairment of assets (25,164) 2,665 (22,499) |
|||
| Total management adjustment items (280,999) 73,679 (207,320) |
5. SEGMENT INFORMATION
In accordance with AASB 8 Operating Segments , the Group has identified its operating segments to be the following global business lines:
-
Issuer Services
-
Global Corporate Trust
-
Employee Share Plans & Voucher Services
-
Mortgage Services & Property Rental Services
-
Communication Services & Utilities
-
Business Services
-
Technology Services & Operations
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Global Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US and the legacy corporate trust operations in Canada and the US. Employee Share Plans & Voucher Services comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK.
Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Business Services comprised the claims administration business, which ceased operating on disposal of the KCC business in the prior period. Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions as well as the provision of the KCC business TSA.
The operating segments presented reflect the manner in which the Group is internally managed and the financial information reported to the chief operating decision maker (CEO). The Group has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance. The key segment performance measure is based on management adjusted earnings before interest and tax (management adjusted EBIT).
80
From 1 July 2023, the following changes were made to the operating segments, which reflect the manner in which the Group is internally managed and the way financial information is reported to the chief operating decision-maker:
-
The legacy Corporate Trust business (previously included within Business Services) has been consolidated into the Global Corporate Trust segment.
-
Operations has been moved from Issuer Services into Technology, and this segment has been renamed to Technology Services & Operations.
-
The provision of the KCC Business TSA has moved into Technology Services & Operations (previously included within Business Services).
-
Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity is external revenue. This excludes activity within an operating segment.
The comparative disclosures have been adjusted to align with this new reporting structure.
OPERATING SEGMENTS
==> picture [510 x 64] intentionally omitted <==
----- Start of picture text -----
Mortgage
Employee Services & Communi‑
Global Share Plans Property cation Technology
Issuer Corporate & Voucher Rental Services & Business Services &
Services Trust Services Services [1] Utilities Services Operations Total
$000 $000 $000 $000 $000 $000 $000 $000
----- End of picture text -----
| June 2024 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: |
1,211,253 - 1,211,253 |
936,330 - 936,330 |
458,482 - 458,482 |
499,677 - 499,677 |
340,199 (155,180) 185,019 |
- - - |
18,726 - 18,726 |
3,464,667 (155,180) 3,309,487 |
|---|---|---|---|---|---|---|---|---|
| Asia | 68,118 | - | 46,229 | - | - | - | 9 | 114,356 |
| Australia & New Zealand Canada Continental Europe |
115,220 112,187 70,077 |
- 87,909 - |
15,756 20,101 796 |
- - |
72,283 10,671 26,567 |
- - - |
1,886 799 15 |
205,145 231,667 97,455 |
| UK, Channel Islands, | ||||||||
| Ireland & Africa | 141,444 | - | 312,681 | 167,800 | 11,246 | - | 5,332 | 638,503 |
| United States | 704,207 | 848,421 | 62,919 | 331,878 | 64,251 | - | 10,685 | 2,022,361 |
| 1,211,253 | 936,330 | 458,482 | 499,678 | 185,018 | - | 18,726 | 3,309,487 | |
| Management adjusted EBIT | 447,243 | 479,450 | 183,241 | 53,512 | 22,595 | - | (37,270) | 1,148,771 |
| June 2023 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: Asia |
1,090,368 - 1,090,368 75,669 |
957,851 - 957,851 - |
351,740 - 351,740 43,166 |
548,832 - 548,832 - |
318,954 (152,096) 166,858 - |
94,907 - 94,907 - |
5,353 - 5,353 30 |
3,368,005 (152,096) 3,215,909 118,865 |
| Australia & New Zealand | 118,388 | - | 13,061 | - | 73,866 | - | 723 | 206,038 |
| Canada | 104,959 | 84,280 | 17,942 | - | 9,666 | 9,718 | 524 | 227,089 |
| Continental Europe UK, Channel Islands, Ireland & Africa United States Management adjusted EBIT |
58,491 132,388 600,473 1,090,368 382,702 |
- - 873,571 957,851 521,894 |
6,880 212,124 58,567 351,740 102,506 |
- 145,263 403,569 548,832 23,924 |
25,181 9,330 48,815 166,858 20,394 |
- 3,849 81,340 94,907 10,709 |
7 2,783 1,286 5,353 (29,600) |
90,559 505,737 2,067,621 3,215,909 1,032,529 |
- 1 Refer to Note 9 Discontinued Operations
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Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity is external revenue. This excludes activity within an operating segment. Sales between segments are at normal commercial rates and are eliminated on consolidation.
Segment revenue reconciles to total revenue from continuing and discontinued operations as follows:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Total operating segment revenue and other income from continuing and discontinued operations 3,464,667 3,368,005 Intersegment eliminations (155,180) (152,096) Other income (13,160) (19,834) Corporate revenue 1,494 4,770 |
||
| Total revenue from continuing and discontinued operations 3,297,821 3,200,845 |
||
| Continuing operations 2,972,811 2,808,896 Discontinued operations 325,010 391,949 |
||
| Total revenue from continuing and discontinued operations 3,297,821 3,200,845 |
Management adjusted EBIT
Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits a better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.
A reconciliation of management adjusted EBIT to operating profit before income tax is provided as follows:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Management adjusted EBIT 1,148,771 1,032,529 Management adjustment items (before related income tax effect): Loss on sale of US MS (note 9) (184,605) - Acquisition related integration expenses (114,259) (106,383) Amortisation of acquisition related intangible assets (94,593) (96,205) Major restructuring costs (64,034) (39,742) Contingent consideration remeasurement (28,000) 4,074 Acquisition and disposal related expenses (4,598) (6,679) Marked to market adjustments – derivatives 391 1,001 Impairment of assets - (25,164) Initial loss on disposal of KCC - (13,643) Gain on other disposal - 1,742 |
||
| Total management adjustment items (note 4) (489,698) (280,999) Finance costs (162,976) (133,839) |
||
| Profit before income tax from continuing and discontinued operations 496,097 617,691 |
||
| Continuing operations 694,445 671,764 Discontinued operations (198,348) (54,073) |
||
| Profit before income tax from continuing and discontinued operations 496,097 617,691 |
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Geographical Information
| Geographical Information | Geographical Information | ||
|---|---|---|---|
| Geographical allocation of external revenue from continuing and discontinued operations 2024 $000 2023 $000 |
Geographical allocation of non‑current assets |
||
| 2023 $000 |
2024 $000 |
2023 $000 |
|
| Australia 194,692 196,130 167,375 172,192 United Kingdom 446,763 361,876 233,472 183,502 United States1 2,015,240 2,056,514 1,850,599 2,686,115 Canada 231,604 227,022 139,033 143,574 Hong Kong 114,240 118,551 64,217 66,223 Switzerland 122,604 92,636 345,043 357,533 Other countries 172,678 148,116 78,342 71,122 |
|||
| Total 3,297,821 3,200,845 2,878,081 3,680,261 |
1 Refer to Note 9 Discontinued Operations
Revenues are allocated based on the countries in which the entities are located. The parent entity is domiciled in Australia. Revenue from external customers in countries other than Australia amounts to $3,103.1 million (2023: $3,004.7 million).
Non-current assets exclude financial instruments and deferred tax assets and are allocated to countries based on where the assets are located. Non-current assets held in countries other than Australia amount to $2,710.7 million (2023: $3,508.1 million).
6. INCOME TAX EXPENSE AND BALANCES
The income tax expense represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed or allowed for taxation purposes. This is also adjusted for changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and unused tax losses. The income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.
Income tax expense 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, tax is also recognised in other comprehensive income or directly in equity, respectively.
(a) Income tax expense
| (a) Income tax expense | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Current tax expense Current tax expense 140,323 209,828 Under/(over) provided in prior years 3,264 (1,486) |
||
| Total current tax expense 143,587 208,342 |
||
| Deferred tax expense/ (credit) Decrease/(increase) in deferred tax assets 44,799 (9,923) (Decrease)/increase in deferred tax liabilities (45,218) (25,446) |
||
| Total deferred tax expense/(credit) (419) (35,369) |
||
| Total income tax expense from continuing and discontinued operations 143,168 172,973 |
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(b) Numerical reconciliation of income tax expense to prima facie tax payable
| (b) Numerical reconciliation of income tax expense to prima facie tax payable | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Profit before income tax from continuing operations 694,445 671,764 Profit before income tax from discontinued operations (198,348) (54,073) |
||
| Profit before income tax from continuing and discontinued operations 496,097 617,691 |
||
| The tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows: Prima facie income tax expense thereon at 30% 148,829 185,307 Variation in tax rates of foreign controlled entities (11,815) (23,808) Tax effect of permanent differences: Withholding tax not creditable 9,161 7,617 Effect of changes in tax rates and laws (4,040) 455 Prior year tax (over)/under provided 3,264 (1,486) Disposal of US MS 357 - Non-deductible asset impairments - 3,440 Disposal of KCC - (3,328) Capital gain on internal reorganisation - 2,581 Net other 1,815 708 Additional taxes and credits: Foreign tax credit utilisation (4,817) - US State Franchise tax 414 1,487 |
||
| Income tax expense from continuing and discontinued operations 143,168 172,973 |
||
| Continuing operations 201,275 188,511 Discontinued operations (58,107) (15,538) |
||
| Income tax expense from continuing and discontinued operations 143,168 172,973 |
||
| (c) Amounts recognised directly in equity Deferred tax – share-based remuneration 3,141 (6) |
||
| 3,141 (6) |
||
| (d) Tax credit/(expense) relating to items of other comprehensive income Cash flow hedges 2,130 71,228 Net investment hedges (4,076) 2,624 Defined benefit plans 1,124 - |
||
| (822) 73,852 |
(e) Unrecognised tax losses
As at 30 June 2024, companies within the consolidated entity had estimated unrecognised tax losses of $1.0 million (2023: $0.03 million) available to offset against future years’ taxable income.
(f) OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted where the Group operates, including in the UK, Canada and Ireland, and is set to come into effect in Australia in the next financial year.
Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure. The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the Amendments to AASB 112 issued in June 2023.
Under the legislation, the Group is liable to pay a top-up tax for the difference between the Global Anti Base Erosion (GloBE) effective tax rate for each jurisdiction and the 15% minimum rate.
The Group is in the process of undertaking the necessary analysis in preparation for complying with the Pillar Two Model rules for the income year ending on 30 June 2025. Based on indicative transitional safe harbour modelling analysis derived from prior year financial information the group has identified potential exposure to Pillar Two top up taxes in relation to its operations in Ireland, Jersey and Guernsey. However, no material exposure has been identified.
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Deferred tax balances
Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when the differences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent it is probable that future taxable amounts will be available to utilise them. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets
| Deferred tax assets | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| The balance comprises temporary differences attributable to: Tax losses 3,591 11,573 Employee benefits 11,908 11,808 Deferred revenue 11,084 5,720 Doubtful debts 1,928 2,890 Provisions 11,856 17,097 Finance leases 24,872 35,025 Other creditors & accruals 15,578 10,659 Financial instruments and foreign exchange 170,877 163,597 Share based remuneration 10,057 11,681 Intangibles 33,202 36,966 Mortgage servicing related liabilities - 27,095 Other 4,470 6,519 |
||
| Total deferred tax assets 299,423 340,630 |
||
| Set-off of deferred tax liabilities pursuant to set-off provisions (79,000) (102,055) |
||
| Net deferred tax assets 220,423 238,575 |
||
| Movements during the year Opening balance at 1 July 238,575 137,752 Currency translation difference 1,274 (3,086) Credited/(charged) to profit or loss (44,799) 9,923 Credited/(charged) to equity 3,141 (6) Credited/(charged) to other comprehensive income (822) 73,852 Set-off of deferred tax liabilities 23,054 20,140 |
||
| Closing balance at 30 June 220,423 238,575 |
The total deferred tax assets expected to be recovered after more than 12 months amounts to $234.8 million (2023: $273.7 million).
85
| Deferred tax liabilities | 2024 $000 |
2023 $000 |
|---|---|---|
| The balance comprises temporary differences attributable to: Goodwill 187,743 208,642 Intangible assets 32,721 42,554 Right-of-use assets 22,168 30,718 Financial instruments and foreign exchange 31,560 28,333 Property, Plant & Equipment 7,551 6,151 Other 11,709 13,126 |
||
| Total deferred tax liabilities 293,452 329,524 |
||
| Set-off of deferred tax assets pursuant to set-off provisions (79,000) (102,055) |
||
| Net deferred tax liabilities 214,452 227,469 |
||
| Movements during the year: Opening balance at 1 July 227,469 232,033 Currency translation difference (59) 742 Charged/(credited) to profit or loss (45,218) (25,446) Set-off of deferred tax assets 23,054 20,140 Arising from acquisitions/(disposals) 9,206 - |
||
| Closing balance at 30 June 214,452 227,469 |
The total deferred tax liabilities expected to be settled after more than 12 months amount to $291.9 million (2023: $314.0 million).
Key estimates and judgements
The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is required in determining the provision for income taxes. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final outcome is different from the amounts that were initially recognised, such differences will impact the current and deferred tax provisions in the period in which such determination is made.
The Group has recognised deferred tax assets relating to carried forward tax losses to the extent that it is probable that future taxable profits will be available against which these assets can be utilised. The assumptions regarding future utilisation, and therefore the recognition of deferred tax assets, may change due to future operating performance and other factors.
The measurement of deferred tax asset relating to hedges of Net Investment in a Foreign Operation (NIFO), included in the ‘Financial instruments and foreign exchange’ line, applies the ‘active foreign business asset percentage’ (AFBAP) rules at each balance date, to estimate the percentage of deductible loss in the event of a disposal of a foreign operation.
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7. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
(a) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts. Cash and cash equivalents exclude broker client deposits reflected in the statement of financial position that are recorded as other current financial assets.
Cash and cash equivalents in the consolidated cash flow statement are reconciled to the consolidated statement of financial position as follows:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Shown as cash and cash equivalents in the consolidated statement of financialposition 1,193,939 1,141,695 |
||
| Cash and cash equivalents in the consolidated cash flow statement 1,193,939 1,141,695 |
||
| (b) Reconciliation of net profit after tax to cash flows from operating activities Net profit after income tax 352,930 444,718 Adjustments for: Depreciation and amortisation 183,109 280,012 Net (gain)/loss on disposal of US MS 234,609 - Net (gain)/loss from disposal of other controlled entities 3,939 11,958 Net (gain)/loss on asset disposals and revaluation of assets - (10,730) Share of net (profit)/loss of associates and joint ventures accounted for using equity method (431) (295) Amortisation of USD senior note fair value adjustment to interest expense (13,461) (14,972) Employee benefits – share based expense 34,746 32,916 Impairment of assets - 25,164 Fair value adjustments (5,641) (1,001) Contingent consideration remeasurement 28,000 (4,074) Changes in assets and liabilities: (Increase)/decrease in receivables (68,629) (74,004) (Increase)/decrease in inventories 761 (1,067) (Increase)/decrease in loan servicing advances (2,179) (22,611) (Increase)/decrease in other current assets 1,956 (9,550) Increase/(decrease) in payables and provisions 12,256 (47,427) Increase/(decrease) in tax balances (33,001) (8,039) |
||
| Net cash and cash equivalents from operating activities 728,964 600,998 |
(c) Reconciliation of liabilities arising from financing activities
| Current borrowings $000 |
Non‑current borrowings $000 |
Current lease liabilities $000 |
Non‑current lease liabilities $000 |
Cross currency swap $000 |
Total $000 |
|
|---|---|---|---|---|---|---|
| Opening balance at 1 July 2023 593,864 1,764,003 35,934 140,213 (2,516) 2,531,498 Cash flows (220,000) (296,381) (36,998) - 887 (552,492) Non-cash changes: Acquisitions of businesses - - 2,116 - - 2,116 Additions - - 6,257 21,684 - 27,941 Fair value adjustments 3,518 4,515 - - 1,629 9,662 Transfers and other (191,126) 191,126 25,830 (25,830) - - Disposal of US MS (190,348) - (4,089) (36,464) - (230,901) Currencytranslation difference 4,092 (7,969) (7) 1,812 - (2,072) |
||||||
| Balance at 30 June 2024 - 1,655,294 29,043 101,415 - 1,785,752 |
(d) Acquisitions and disposals of businesses
For details of businesses acquired during the year and related cash flows refer to note 8. For details of the disposal of the US MS business refer to note 9.
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8. BUSINESS COMBINATIONS
The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the shareholders. The following business was acquired by the consolidated entity at the date stated and its operating results have been included in the Group’s results from the acquisition date.
On 1 December 2023, the Group acquired the UK/European employee share plan business of Solium Capital UK, a member of the Morgan Stanley group, for a cash consideration of $36 million and a contingent consideration of $2.1 million. Where goodwill is marked as provisional, identification and valuation of net assets acquired will be completed within a 12-month measurement period in accordance with the Group’s accounting policy.
Details of the acquisition are as follows:
| Details of the acquisition are as follows: | |
|---|---|
| $000 | |
| Cash consideration 36,037 Contingent consideration 2,060 Total purchase consideration 38,097 |
|
| Less fair value of identifiable net assets acquired (27,275) |
|
| Provisional goodwill on consolidation 10,822 |
Assets and liabilities arising from this acquisition are as follows:
| Fair value $000 |
|
|---|---|
| Right-of-use assets 2,116 Intangible assets 36,824 Lease Liabilities (2,116) Provisions (343) Deferred tax liabilities (9,206) |
|
| Net assets 27,275 |
Purchase consideration:
Inflow/(outflow) of cash to acquire the entities, net of cash acquired:
| Purchase consideration: Inflow/(outflow) of cash to acquire the entities, net of cash acquired: |
|
|---|---|
| $000 | |
| Cash consideration 36,037 |
|
| Net inflow/(outflow) of cash 36,037 |
BNY Trust Company of Canada
On 26 April 2024, the Group announced the planned acquisition of the BNY Trust Company of Canada, provider of trust and agency services to local issuers, corporations, banks, asset managers and government entities, for cash consideration of $63.7 million.
This acquisition remains subject to customary closing conditions, with completion expected to take place in the second quarter of FY25.
SunDoc Filings
Acquisition accounting for the SunDoc Filings (“SunDoc”) business combination has been finalised in the current reporting period. Intangible assets of $5.4 million were recognised and adjusted out of goodwill in the current reporting period.
Accounting policies
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a controlled entity comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the controlled entity.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired as well as liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Within 12 months of completing the acquisition, identifiable intangible assets are valued and separately recognised in the statement of financial position. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
88
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the controlled entity acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a gain on bargain purchase.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently re-measured to fair value with changes in fair value recognised in profit or loss.
Key estimates and judgements
Acquisition accounting requires that management make estimates with regard to valuation of certain non-monetary assets and liabilities of the acquired entities. These estimates have particular impact in terms of valuation of intangible assets, contingent consideration liabilities and provisions. To the extent that these items are subject to determination during the initial 12 months after acquisition, the variation to estimated value will be adjusted through goodwill. To the extent that determination occurs after 12 months, any variation will impact profit or loss in the relevant period.
9. DISCONTINUED OPERATIONS
a) Background
On 1 May 2024, the Group disposed of the US MS business, which was based in North America and formed a part of the Mortgage Services & Property Rental Services segment. Under the terms of the sale, Computershare received a base consideration of $689.3 million with an estimated deferred consideration receivable of $17.4 million.
US MS has been reported in the current period as a discontinued operation. The associated assets and liabilities were classified as held for sale at 31 December 2023 in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations . Financial information related to the discontinued operation is set out below:
b) Financial performance
| 30 June 2024 $000 |
30 June 2023 $000 |
|
|---|---|---|
| Total revenue 325,010 391,949 Other income 6,922 11,909 Total expenses (295,671) (457,931) |
||
| Profit/(loss) before tax 36,261 (54,073) Income tax (expense)/benefit (11,911) 15,538 |
||
| Profit/(loss) after tax 24,350 (38,535) |
||
| Loss on sale of subsidiaries before tax1 (234,609) - Income tax (expense)/benefit 70,019 - |
||
| Loss on sale of subsidiaries after tax (164,590) - |
||
| Loss after income tax from discontinued operations (140,240) (38,535) |
1 The loss on sale includes the amount that was booked as a write-down of the carrying amount ($164.3 million) of this business to the estimated fair value less cost of disposal in December 2023. The total loss on sale is impacted unfavourably by the fact that the amortisation of associated MSRs and fixed assets ceased when this business was classified as held-for-sale in October 2023 due to accounting standard requirements. The MSR amortisation charge that would have otherwise been incurred up to the disposal date amounts to $50.0 million before tax.
89
c) Details of the sale of the subsidiaries
Details of the disposal are as follows:
| $000 | |
|---|---|
| Cash consideration 689,256 Deferred consideration 17,439 |
|
| Total consideration 706,695 |
|
| Less: Carrying amount of net assets disposed (906,936) Transaction and other costs (34,368) |
|
| Gain/(loss) on disposal before income tax (234,609) |
|
| Income tax (expense)/benefit 70,019 |
|
| Gain/(loss) on disposal after income tax (164,590) |
Deferred consideration of $17.4 million represents the present value of the Group’s estimate of the probability-weighted discounted cash inflows that will be received. Deferred consideration relates to amounts that are subject to a formal review of completion accounts and post-closing true up processes and are expected to be finalised by December 2024. The estimate of deferred consideration receivable has been recognised as a current asset in the statement of financial position at 30 June 2024.
d) Carrying amount of assets and liabilities as at date of sale
Assets
| Assets | |
|---|---|
| Cash and cash equivalents | 83,104 |
| Receivables | 24,431 |
| Loan servicing advances | 320,590 |
| Property, plant and equipment | 3,075 |
| Right-of-use assets | 36,732 |
| Intangibles1,2 | 749,312 |
| Financial assets at fair value through profit or loss | 25,071 |
| Other assets | 1,897 |
| Total assets | 1,244,212 |
| Liabilities | |
| Payables | 14,250 |
| Borrowings | 190,348 |
| Lease liabilities | 40,553 |
| Provisions | 1,406 |
| Mortgage servicingrelated liabilities | 90,719 |
| Total Liabilities | 337,276 |
| Net Assets | 906,936 |
1 Includes MSRs of $620.7 million 2 $108.7 million of goodwill and $55.6 million of other intangibles were impaired in December 2023 and are included in the loss on sale amount in note 9(b).
A relative fair value calculation was used in determining the allocation of goodwill to businesses within the Mortgage Services & Property Rental Services segment during the period, and all goodwill allocated to US MS was disposed ($108.7 million pre-tax).
e) Cash flows from discontinued operations
| e) Cash flows from discontinued operations | ||
|---|---|---|
| 30 June 2024 $000 |
30 June 2023 $000 |
|
| Net operating cash flows 22,011 45,790 Net investing cash flows1 504,042 (63,515) Net financingcash flows 2,322 (8,778) |
||
| Total cashgenerated by discontinued operations 528,375 (26,503) |
1 FY24 includes a cash inflow of $577.8 million from the sale of the business.
90
10. INTANGIBLE ASSETS
| Goodwill $000 |
Customer contracts and relationships $000 |
Mortgage Servicing Rights5 $000 |
Other3 $000 |
Total $000 |
|
|---|---|---|---|---|---|
| At 1 July 2023 Opening cost 1,912,824 1,314,367 1,299,809 99,759 4,626,759 Opening accumulated amortisation - (532,437) (731,849) (70,477) (1,334,763) |
|||||
| Opening net book amount 1,912,824 781,930 567,960 29,282 3,291,996 |
|||||
| Additions (net of adjustments and reclassifications)1 5,382 42,264 80,391 3,836 131,873 Disposals (108,743) (16,419) (620,700) (3,450) (749,312) Amortisation charge2,4,6 - (91,555) (27,651) (5,697) (124,903) Currency translation difference (1,960) (574) - (185) (2,719) |
|||||
| Closing net book amount 1,807,503 715,646 - 23,786 2,546,935 |
|||||
| At 30 June 2024 Cost 1,807,503 1,326,448 - 84,927 3,218,878 Accumulated amortisation - (610,802) - (61,141) (671,943) |
|||||
| Closing net book amount 1,807,503 715,646 - 23,786 2,546,935 |
|||||
| At 1 July 2022 Opening cost 1,984,210 1,335,262 1,236,312 95,917 4,651,701 Opening accumulated amortisation - (449,322) (607,234) (58,418) (1,114,974) |
|||||
| Opening net book amount 1,984,210 885,940 629,078 37,499 3,536,727 |
|||||
| Additions (net of adjustments and reclassifications)1 9,642 921 169,405 113 180,081 Disposals (89,764) (15,866) (94,642) (1,197) (201,469) Amortisation charge2,5,6 - (93,296) (135,881) (8,001) (237,178) Impairment charge (10,377) (6,219) - (5,551) (22,147) Currency translation difference 9,372 4178 - 822 14,372 Other3 9,741 6,272 - 5,597 21,610 |
|||||
| Closing net book amount 1,912,824 781,930 567,960 29,282 3,291,996 |
|||||
| At 30 June 2023 Cost 1,912,824 1,314,367 1,299,809 99,759 4,626,759 Accumulated amortisation - (532,437) (731,849) (70,477) (1,334,763) |
|||||
| Closing net book amount 1,912,824 781,930 567,960 29,282 3,291,996 |
1 Additions comprise recognition of intangible assets resulting from business combinations and direct purchases as well as adjustments and reclassifications made on finalisation of acquisition accounting.
2 Amortisation charge is included within direct services expense in the statement of comprehensive income.
3 Other intangible assets include intellectual property, licences, software and brands.
4 The gross amount of mortgage servicing rights amortisation is partially offset in the statement of comprehensive income by the amortisation of the related mortgage servicing liabilities.
5 Mortgage servicing rights were disposed of as part of the US MS business on 1 May 2024.
6 Amortisation charge for continuing and discontinued operations. Amortisation for continuing operations is $96.8 million (2023: $99.4 million).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets acquired. Goodwill is carried at cost less accumulated impairment losses and is tested for impairment annually or more frequently, if events or changes in circumstances indicate that it might be impaired. On disposal or termination of a previously acquired business, any associated goodwill is included in the determination of profit or loss on disposal.
The acquired goodwill can be attributed to the expected future cash flows of the acquired businesses associated with the collective experience of management and staff and the synergies expected to be achieved as a result of full integration into the Computershare Group. Where acquisitions have been made during the period, the Group has 12 months from the acquisition date in which to finalise the accounting, including calculation of goodwill. Until finalisation of acquisition accounting within the 12-month period, provisional amounts are included in the consolidated results.
91
Acquired intangible assets
Acquired intangible assets have a finite useful life and are carried at fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated using the straight-line method to allocate value over their estimated useful lives, typically ranging from one to twenty years.
Mortgage servicing rights
Mortgage servicing rights acquired as part of business combinations are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Mortgage servicing rights acquired as part of ongoing operations are carried at cost less accumulated amortisation and impairment losses. Amortisation for all servicing rights is calculated using the straight-line method over their estimated useful lives of nine years for the interest-sensitive portfolio and nine years for the non interest-sensitive portfolio. These balances were disposed as part of the sale of the US MS business in May 2024.
Key estimates and judgements
The estimated useful life of mortgage servicing rights reflects management’s estimate of the average life of the underlying mortgages. The most significant factors impacting the useful life are US mortgage interest rates and the rate of the borrowers’ prepayments. The average life of mortgage servicing rights decreases where US interest rates are lower or borrower prepayments are higher than previously estimated, which would result in an increase in amortisation expense. The amortisation for the mortgage servicing rights ceased in October 2023 as the US MS sale agreement was signed and the assets of the US MS business moved to held for sale classification.
Software and research and development costs
All research-related costs are expensed as incurred. Software development costs are capitalised where they meet the recognition criteria for capitalisation, and are subsequently amortised using the straight-line method to allocate their value over their estimated useful lives, typically ranging from eight to fifteen years.
Costs incurred in configuring or customising software as a service (SaaS) arrangements can only be recognised as intangible assets if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the recognition criteria. Those costs that do not result in intangible assets are expensed as incurred, unless they are paid to the suppliers of the SaaS arrangements to significantly customise the cloud-based software for the Group, in which case the costs are recorded as a prepayment for services and amortised over the expected renewable term of the arrangement.
Impairment of intangible assets with a finite useful life
Intangible assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. As intangible assets do not generate independent cashflows, they are tested for impairment at the CGU level to which they belong.
Disposal of intangible assets
Gains and losses on disposals of intangible assets (including MSRs) are determined by comparing proceeds with carrying amount. These are included in statement of comprehensive income.
11. IMPAIRMENT
Impairment test for goodwill
Goodwill is tested for impairment at least once a year, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Where required, impairment losses are recognised in profit or loss in the reporting period when the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash generating units). Goodwill is allocated to cash generating units (CGUs), or groups of CGUs, expected to benefit from synergies of the business combination.
92
The carrying amount of goodwill is allocated to the following groups of CGU’s constituting most of the Group’s operating segments:
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|---|---|---|---|
|30 June|30 June|
|2024|2023|
|$000|$000|
|Communication Services and Utilities|113,332|113,888|
|Global Corporate Trust|[1]|203,267|130,414|
|Employee Share Plans|412,440|400,848|
|Issuer Services|1,027,934|1,033,120|
|Legacy Corporate Trust|[1]|-|74,883|
|Mortgage Services and Property Rental Services|[2]|50,530|159,671|
|1,807,503|1,912,824|
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1 The legacy ‘Corporate Trust’ business has been consolidated into the ‘Global Corporate Trust’ segment from 1 July 2023.
2 Refer to Note 9 Discontinued Operations. Segment consists of the UK Mortgage Servicing and UK Property Rental businesses after the sale of the US MS business in May 2024.
When testing for impairment, the carrying amount of each group of CGUs is compared with its recoverable amount. The recoverable amount is determined based on a value-in-use calculation for each group of CGUs to which goodwill has been allocated. The value-in-use calculation uses the discounted cash flow methodology for each CGU typically based upon five years of cash flow projections plus a terminal value.
Mortgage Services and Property Rental Services
$108.7 million of goodwill relating to the US MS business was impaired in December 2023. This was based on a relative fair value calculation to determine the allocation of goodwill to businesses within the Mortgage Servicing and Property Rental Services segment.
Refer to note 9 for more information on the sale of the US MS business. The impairment is included in the disclosed loss on sale calculation.
Key estimates and judgements
Key assumptions used in the value-in-use calculations are described below for each group of CGUs with allocated goodwill. As there are a number of CGUs in most of the operating segments, presented below are weighted averages of the assumptions applied to individual CGUs.
Five-year post-tax cash flow projections are based on approved budgets covering a one-year period, with subsequent periods based on the Group’s expectations of growth excluding the impact of possible future acquisitions, business improvement and restructuring. Cash flows also include margin income projections, which reflect expectations regarding future client balances and interest rates.
In performing the value-in-use calculations for each CGU, the Group has applied post-tax discount rates to discount the forecast future attributable post-tax cash flows. The discount rates used reflect the risks specific to each CGU. The equivalent pre-tax discount rates are as follows:
The earnings growth rates applied beyond the initial five-year period are as follows:
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|||||||||
|---|---|---|---|---|---|---|---|
|2024|2023|2024|2023|
|Communication Services|2.0%|2.1%|Communication Services|11.2%|10.1%|
|and Utilities|and Utilities|
|Employee Share Plans|1.7%|1.8%|Employee Share Plans|9.2%|9.1%|
|Issuer Services|2.0%|2.1%|Issuer Services|10.7%|10.0%|
|Global Corporate Trust|[1]|2.0%|2.0%|Global Corporate Trust|[1]|10.8%|10.0%|
|Mortgage Services and|2.0%|2.0%|Mortgage Services and|8.3%|8.2%|
|Property Rental Services|Property Rental Services|
----- End of picture text -----
1 The legacy ‘Corporate Trust’ business has been consolidated into the ‘Global Corporate Trust’ segment from 1 July 2023.
Impact of reasonably possible changes in key assumptions
As impairment testing is based on assumptions and judgements, the Group has considered sensitivity of the impairment test results to changes in key assumptions specifically the terminal growth rates and discount rates noted above. For all groups of CGUs, the recoverable amount exceeds the carrying amount when testing for reasonably possible changes in key assumptions.
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12. HEDGE ACCOUNTING
The Group applies hedge accounting as follows:
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Hedge of net investment in
Fair value hedge Cash flow hedge foreign operations
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| Fair value hedge Cash flow hedge Hedge of net investment in foreign operations |
Fair value hedge Cash flow hedge Hedge of net investment in foreign operations |
|---|---|
| Nature of hedge The hedge of fair value risk of a financial liability. The hedge of a highly probable forecast transaction. The hedge of changes in the consolidated entity’s foreign denominated net assets due to changes in foreign currencyrates. |
|
| Hedged risk Interest rate risk Interest rate risk Foreign exchange risk Foreign exchange risk |
|
| Hedged item Fixed interest rate US Private Placement issues, Euro Medium Term Notes, Australian Medium Term Notes Highly probable interest cash flows from which margin income is derived Highly probable cash flows associated with foreign currency denominated debt Foreign operations |
|
| Hedging instruments Interest rate swaps, cross currency interest rate swaps Interest rate swaps, interest rate options Cross currency swaps Cross currency swaps, foreign currency denominated issued debt |
|
| Designation and documentation At the inception of the transaction, the Group documents its risk management objective and strategy for the hedge, hedging instrument, hedged item, hedged risk and how the hedge relationship will meet the hedge effectiveness requirements. |
|
| Hedge effectiveness method Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The assessment is based on: > existence of an economic relationship between the hedged item and the hedging instrument; > the effect of credit risk not dominating the changes in value of either the hedged item or the hedging instrument; > the hedge ratio beingreflective of the Group’s risk management approach. |
|
| Accounting treatment for the hedging instrument Fair value through the income statement. Fair value through the cash flow hedge reserve and then recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Fair value through the cash flow hedge reserve and then recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Fair value through the foreign currency translation reserve and recognised in the income statement at the time at which there is a disposal of the hedged foreign operation. |
|
| Accounting treatment for the hedged item Carrying value adjusted for changes in fair value attributable to the hedged risk; fair value through the income statement. Accounted for under other accounting standards (revenue). Accounted for under other accounting standards (foreign exchange). Foreign exchange gains and losses are recognised in the Group’s foreign currency translation reserve. |
|
| Accounting treatment for hedge ineffectiveness Recognised in the income statement to the extent that changes in fair value of the hedged item attributable to the hedged risk are not offset by changes in fair value of the hedginginstrument. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item. Recognised in the income statement to the extent to which changes in fair value of the hedging instrument exceed, in absolute terms, the change in the fair value of the hedged item. |
|
| Accounting treatment if the hedge relationship is discontinued |
Where the hedged item still exists, adjustments to the hedged item are amortised to the income statement on an effective interest rate basis. The gain or loss remains in the cash flow hedge reserve to the extent that the hedged cash flows are still expected to take place and subsequently recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Where the hedged cash flows are no longer expected to take place, the gain or loss in the cash flow hedge reserve is recognised immediately in the income statement. The gain or loss remains in the cash flow hedge reserve to the extent that the hedged cash flows are still expected to take place and subsequently recognised in the income statement at the time at which the hedged item affects the income statement for the hedged risk. Where the hedged cash flows are no longer expected to take place, the gain or loss in the cash flow hedge reserve is recognised immediately in the income statement. The gain or loss remains recognised in the foreign currency translation reserve until such time as the foreign operation is partially disposed of or sold. |
| Hedge ratio | The hedge ratio is reflective of the Group’s risk management objectives. |
| The notional of the interest rate swap is allocated to the hedged item on a one-for- one basis. The notional of the interest rate swap is allocated to hedged item on a one-for- one basis. The notional amount of the cross currency swap equals the notional amount of the hedged item. Foreign currency borrowings and swaps are allocated to the net investments in foreign operations on a one-for-one basis. |
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Hedging instruments
The following table details the hedging instruments, nature of hedged risks, as well as the notional and the carrying amount of derivative financial instruments and, in the case of net investment hedges, the notional of foreign denominated debt issued, for each type of hedge relationship. The maturity profile for the hedging instruments’ notional amounts is reported based on their contractual maturity. Designated cross-currency swaps for foreign exchange risk are included as a single notional amount per derivative.
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Hedging Carrying
Instrument Risk Notional amount
Less than 3 to 12 1 to 5 Over
3 months months years 5 years Total Total
2024 $000’s $000’s $000’s $000’s $000’s $000s
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| Liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|
| Cash flow hedges | Interest rate swaps | Interest | - | 20,022 | 1,183,370 | 3,990,000 | 5,193,392 | 241,550 |
| Cash flow hedges | Interest rate option | Interest | - | - | 20,022 | - | 20,022 | - |
| Fair value hedges | Interest rate swaps | Interest | - | - | 550,000 | 397,290 | 947,290 | 110,760 |
| Cash flow and fair | Cross currency | Foreign exchange/ | ||||||
| value hedges | interest rate swaps | interest | - | - | 216,750 | 584,250 | 801,000 | 119,809 |
| 2023 Cash flow hedges Net investment hedges Cash flow hedges Cash flow hedges |
Assets Interest rate swaps Cross currency swaps Liabilities Interest rate swaps Interest rate option |
Interest Foreign exchange Interest Interest |
- - - - |
- 470,622 - - |
- - 2,692,948 - |
50,000 - 2,450,000 19,855 |
50,000 470,622 5,142,948 19,855 |
653 2,516 221,157 - |
| Fair value hedges Net investment hedges Cash flow and fair |
Interest rate swaps Borrowings Cross currency |
Interest Foreign exchange Foreign exchange/ |
- - |
220,000 60,000 |
200,000 110,000 |
747,290 - |
1,167,290 170,000 |
121,147 170,000 |
| value hedges | interest rate swaps | interest | - | - | - |
801,000 | 801,000 | 130,940 |
Hedging instrument executed rates
The following table shows the executed rates for the hedging instruments that have been designated in cash flow hedges and net investment hedges that are in place at balance date.
| net investment hedges that are in place at balance date. | |||
|---|---|---|---|
| Hedging instruments |
Currency/ Currency pair |
Weighted average hedged rate |
|
| 2024 Cash flow hedges Interest rate swaps AUD 1.46% USD 3.21% Cash flow hedges Interest rate collar AUD 2.00%/3.89% 2023 |
|||
| Cash flow hedges Interest rate swaps AUD 1.46% USD 3.02% Cash flow hedges Interest rate collar AUD 2.00%/3.89% Net investment hedges Cross currency swaps EUR/AUD 0.6065 CHF/AUD 0.5946 Net investment hedges Borrowings AUD/USD 0.66185 |
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Hedge ineffectiveness
Hedge ineffectiveness, in the case of a fair value hedge, is the extent to which the changes in the fair value of the hedging instrument differ to that of the hedged item, and in the case of cash flow and net investment hedge relationships, the extent to which the change in the hedging instrument exceeds that of the hedged item. Sources of hedge ineffectiveness primarily arise from changes in credit risk of the counterparties, breakdown in correlation or impact of the basis spread between short-term interest rates in the same currency changes in market premiums and differences in reset dates, risk and discount rates between the hedged item (possibly represented by a hypothetical derivative) and hedging instrument.
The following table reflects the hedge ineffectiveness during the period, as reported in direct services in the statement of comprehensive income:
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Gains/(losses) Hedge
Gains/(losses) on hedged items ineffectiveness
Hedging on hedging attributable to the recognised in the
instruments Risk instruments hedged risk income statement
$000’s $000’s $000’s
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| 2024 | |||||
|---|---|---|---|---|---|
| Cash flow hedges | Interest rate swaps | Interest | (122,672) | 122,604 | (68) |
| Fair value hedges | Interest rate swaps | Interest | 11,117 | (9,804) | 1,313 |
| Net investment hedges | Cross currency swaps | Foreign exchange | (2,547) | 2,045 | (502) |
| Cash flow hedges | Cross currency | Foreign exchange | (380) | 380 | - |
| Fair value hedges | interest rate swaps | Interest | 9,697 | (9,597) | 100 |
| 2023 | |||||
| Cash flow hedges | Interest rate swaps | Interest | (263,558) | 263,559 | 1 |
| Fair value hedges | Interest rate swaps | Interest | (44,888) | 45,679 | 791 |
| Net investment hedges | Cross currency swaps | Foreign exchange | (40,589) | 40,698 | 109 |
| Cash flow hedges | Cross currency | Foreign exchange | 17,802 | (17,802) | - |
| Fair value hedges | interest rate swaps | Interest | (8,451) | 8,017 | (434) |
Ineffectiveness on Net investment hedges which are hedged with borrowings is nil (2023: nil).
Effect of IBOR reform
Over the 2024 financial year, the Group has transitioned all contracts referencing Interbank Offered Rates (IBOR) benchmarks, subject to cessation, to alternative reference rates (ARRs). This included the remaining instruments that referenced USD LIBOR 1 and 3 month tenors, which ceased immediately after 30 June 2023. The Group switched to the fallback ARRs on derivatives that have USD LIBOR settings upon the first rollover of each impacted instrument after this date.
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13. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk), liquidity risk and credit risk. The Group’s overall financial risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. The Board provides guidance for overall risk management, as well as policies covering specific areas such as currency risk management, interest rate risk management, counterparty risk management and the use of derivative financial instruments. Derivative financial instruments are used to manage specifically identified interest rate and foreign currency risks.
The Group Treasury function provides services to the business. It also monitors and manages the financial risks relating to the operations of the Group. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Client Treasury team as permitted under policies and reports regularly to the Board.
Capital risk management objectives
The primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirements through effective controls in order to support its businesses and maximise shareholder value.
A key financial ratio for the Group is net financial indebtedness to management adjusted earnings before interest, tax, depreciation and amortisation (management adjusted EBITDA). Net debt is calculated as borrowings less cash and cash equivalents. EBITDA is reported based on the currently applicable accounting standards, including AASB 16 Leases.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Borrowings 1,655,294 2,357,867 Cash and cash equivalents (1,193,939) (1,141,695) |
||
| Net debt 461,355 1,216,172 |
||
| Management adjusted EBITDA 1,287,285 1,216,336 |
||
| Net debt to Management adjusted EBITDA 0.36 1.00 |
||
| Net debt to Management adjusted EBITDA (excluding mortgage servicing debt)1 0.36 0.85 |
1 Mortgage servicing debt is nil at June 2024 due to the sale of the US MS business in May 2024 (2023: excludes mortgage servicing debt of $186.3 million).
The Group manages its capital structure and makes adjustments to it in line with changes in economic conditions. To achieve its target capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue new shares.
Computershare has a target neutral gearing level such that net debt to Management EBITDA is between 1.75x - 2.25x, with flexibility to temporarily go above this range to take advantage of compelling investment opportunities. Computershare will consider capital management initiatives to maintain leverage within this target band and currently has an on-market share buyback with a target spend of A$750 million.
Financial risk factors
The key financial risk factors that arise from the Group’s activities are outlined below.
(a) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial instruments. The consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities and as a result of maintaining agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances, neither the funds nor an offsetting liability are included in the Group’s financial statements. Average client balances during the year approximated $29.2 billion (2023: $34.0 billion) and in relation to these balances, the consolidated entity has in place interest rate derivatives with a total notional value of $5.2 billion as at 30 June 2024 (2023: $5.2 billion).
Hedging strategy
(i) Fixed rate debt
Where fixed rate debt is issued, the Group may enter interest rate derivatives to manage the change in fair value of fixed rate debt obligations, arising from changes in variable interest rates. At 30 June 2024, interest rate derivatives with a total notional value of $1.7 billion (2023: $2.0 billion) hedging the fair value of fixed rated debt obligations were outstanding.
97
(ii) Margin income
Interest rate risk is managed in accordance with Board approved policy, which sets out minimum/maximum thresholds with respect to currency and maturities of margin income balances. Floating rate debt is considered a natural hedge against margin income balances and forms part of the hedge allocation required to meet policy guidelines. The Group also uses interest rate swaps designated as cash flow hedges to manage the variability of cash flows attributable to changes in interest rates associated with highly probable interest earned on client balances (margin income).
Interest rate sensitivity
The table below provides an indication of sensitivity of the Group’s profit before tax and other components of equity to movements in interest rates with all other variables held constant.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Movement in basis points +100 -100 +100 -100 Sensitivity of profit before tax Australian dollar (59) 59 6,168 (6,168) United States dollar 4,399 (4,232) (153) 228 Canadian dollar 2,455 (2,455) 1,808 (1,808) Great British pound (2,182) 2,182 (2,038) 2,038 Euro 297 (297) (627) 627 Swiss franc 648 (648) (3,610) 3,610 Hong Kong dollar 499 (499) 355 (355) Other 357 (357) 309 (309) |
||
| Total 6,414 (6,247) 2,212 (2,137) |
||
| Sensitivity of other components of equity Australian dollar (1,105) 992 (1,670) 1,591 United States dollar (264,836) 287,347 (244,831) 263,922 |
The sensitivity of profit before tax is the effect of assumed reasonably possible changes in interest rates for one year, based on the on-balance sheet floating rate financial assets and liabilities as at 30 June 2024. Other components of equity change as a result of an increase/decrease in the fair value of cash flow hedges. The total sensitivity analysis is based on the assumption that there are parallel shifts in the yield curve.
The above sensitivity calculation includes the impact of changes in interest rates on the fair value of recognised derivatives but excludes the impact on interest income derived from certain client balances. Client balances have been excluded from the sensitivity analysis where they are not reflected in the Group’s consolidated statement of financial position. Interest income is earned on these balances at various fixed and floating interest rates. In a rising interest rate environment, client balances that earn interest income will result in an increase to profit, while in a falling interest rate environment, client balances that earn interest income will result in a decrease to profit.
Total margin income generated on client balances for the year was $836.6 million (2023: $775.4 million), reflecting a yield of 2.87% (2023: 2.28%) on average client balances. If the Group was able to achieve an additional yield of 0.50% on the total average balances of $29.2 billion held during the reporting period, the Group’s profit before tax would have increased by $146 million (-0.50%: $146 million decrease).
(b) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the relevant entity’s functional currency.
Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are denominated in their functional currency. Whilst a number of entities within the Group hold bank account balances in a currency which is not their local functional currency, these balances do not expose the Group to significant foreign exchange risk.
Foreign currency translation risk also arises from net investments in foreign operations held in Europe, Canada, South Africa and Asia Pacific. Accordingly, the Group’s financial position can be affected significantly by movements in the relevant currency exchange rate when translating into the consolidated entity’s presentation currency, the United States dollar.
98
Hedging strategy
The risk of changes in the net investments in foreign operations as a result of movements in foreign exchange rates can be hedged from time to time through a combination of foreign denominated borrowings and cross currency swaps, in currencies that match the currencies of the Group’s foreign operations.
Exchange rate sensitivity
The following table illustrates the sensitivity of the Group’s net assets (after hedging), with all other variables held constant, to movements in the United States dollar against foreign currencies as at 30 June 2024. The currencies with the largest impact on the sensitivity analysis are Canadian dollar, Australian dollar, Great British pound and Swiss franc.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Movement in exchange rates % +10% -10% +10% -10% Sensitivity of other components of equity Canadian dollar (40,142) 40,142 (33,903) 33,903 Australian dollar (4,279) 4,279 (67,034) 67,034 Great British pound 6,754 (6,754) 9,407 (9,407) Swiss franc (42,784) 42,784 (3,122) 3,122 |
(c) Credit risk
Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be received from financial assets, which include receivables, cash and cash equivalents and other financial instruments. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not expect any significant clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement for customers to provide collateral as security for financial assets and consequently, the consolidated entity does not hold any collateral as security.
The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its financial assets. Concentrations of credit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The consolidated entity’s concentration of credit risk is minimised due to transactions with a large number of clients in various countries and industries. Issuer services and plans services transacts with various listed companies across a number of countries. The consolidated entity does not have a significant exposure to any individual client.
Transactions involving derivative financial instruments are with counterparties with whom the Group has signed International Swaps and Derivatives Association (ISDA) agreements and who maintain sound credit arrangements. To supplement credit ratings of counterparties the Group has a Board approved policy on managing client balance exposure and derivative instrument exposure.
Maximum exposure to credit risk
For financial assets recognised on the balance sheet, the maximum exposure to credit risk is the carrying amount. For financial guarantees granted, the maximum exposure to credit risk is the maximum amount that the Group would have to pay if the guarantees are called upon (as outlined in Note 35).
The table below shows the Group’s maximum exposure to credit risk on financial assets, before taking into account collateral held or other credit enhancements:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Other financial assets 108,622 98,973 Loan servicing advances - 318,727 Financial assets at fair value through profit or loss 32,971 64,341 Receivables 641,246 612,711 |
||
| Total credit risk exposure 782,839 1,094,752 |
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(d) Liquidity Risk
Liquidity risk management implies maintaining sufficient cash and the availability of funding. The Group has staggered its various debt maturities to reduce re-financing risk. Whilst impacted by acquisitions from time to time, the Group maintains sufficient cash balances and committed credit facilities to meet ongoing commitments.
Maturity information for the Group’s debt facilities are as follows:
| Maturity information for the Group’s debt facilities are as follows: | ||
|---|---|---|
| Maturity profile as at 30 June 2024 (in the 12 months ending) | Debt facilities utilised $million |
Committed debt facilities $million |
| June 2025 - - June 2026 640.4 700.0 June 2027 - 550.0 June 2028 200.2 200.2 June 2029 350.0 350.0 June 2030 - - June 2031 - - June 2032 535.7 535.7 |
||
| Total 1,726.3 2,335.9 |
||
| Maturity profile as at 30 June 2023 (in the 12 months ending) June 2024 597.4 895.0 June 2025 97.9 175.0 June 2026 650.4 700.0 June 2027 - - June 2028 198.6 198.6 June 2029 350.0 350.0 June 2030 - - June 2031 - - June 2032 543.3 543.3 |
||
| Total 2,437.6 2,861.9 |
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Maturities of financial liabilities
The table below breaks down the Group’s financial liabilities into relevant maturity groupings.
The amounts disclosed in the table are the contractual undiscounted cash flows. For interest rate swaps, the cash flows have been estimated using the forward interest rates applicable at the end of the reporting period.
| Contractual maturities of financial liabilities | Less than 1 year $000 |
Between 1‑5 years $000 |
More than 5 years $000 |
Total contractual cash flows $000 |
|---|---|---|---|---|
| As at 30 June 2024 Non‑derivatives Trade payables 12,234 - - 12,234 Other payables 558,526 21,823 - 580,349 Borrowings 60,562 1,293,776 553,873 1,908,211 Lease liabilities (undiscounted) 32,352 71,003 47,667 151,022 |
||||
| Total non‑derivatives 663,674 1,386,602 601,540 2,651,816 |
||||
| Derivatives Net Settled (interest rate swaps) 131,700 193,886 92,762 418,348 Gross settled (cross currency swaps) – (Inflow) (12,318) (240,106) (553,873) (806,297) – Outflow 38,088 335,438 632,742 1,006,268 |
||||
| Total derivatives 157,470 289,218 171,631 618,319 |
||||
| As at 30 June 2023 Non‑derivatives Trade payables 27,275 - - 27,275 Other payables 516,967 19,130 - 536,097 Borrowings 805,245 988,197 925,352 2,718,794 Lease liabilities (undiscounted) 43,097 98,865 68,766 210,728 |
||||
| Total non‑derivatives 1,392,584 1,106,192 994,118 3,492,894 |
||||
| Derivatives Net Settled (interest rate swaps) 154,818 194,803 36,110 385,731 Gross settled (cross currency swaps) – (Inflow) (509,856) (244,888) (567,722) (1,322,466) – Outflow 522,735 342,430 650,561 1,515,726 |
||||
| Total derivatives 167,697 292,345 118,949 578,991 |
(e) Fair value measurements
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The measurement hierarchy used is as follows:
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period for identical assets and liabilities. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. This includes inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Such instruments include derivative financial instruments and the portion of borrowings included in the fair value hedge.
101
Specific valuation techniques used to value financial instruments are as follows:
-
Quoted market prices or dealer quotes are used for similar instruments.
-
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
-
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
-
The fair value of cross currency swaps is a combination of the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date (for the final principal exchange) and the use of quoted market prices or dealer quotes for similar instruments (for the basis valuation).
-
The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.
Level 3: Valuation methodology of the asset or liability uses inputs that are not based on observable market data (unobservable inputs). This is the case of investments in unconsolidated structured entities (refer to note 14), which are included in the financial assets at fair value and deferred consideration (note 25) arising from business combinations.
The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA targets. The Group estimates the fair value of the expected future payments based on the terms of each earn-out agreement and management’s knowledge of the business taking into account the likely impact of the current economic environment. Contingent consideration amounts are re-measured every reporting period based on most recent projections. Gains or losses arising from changes in fair value are recognised in profit or loss in the period in which they arise.
The fair value of the investment in structured entities is determined by reference to the interest in net assets of these entities, which approximate their fair values. As profits are realised and dividends are paid to investors, the net assets of these entities decrease and so does the fair value of the Group’s investment.
The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 30 June 2024. The comparative figures are also presented below.
| Note | Level 1 $000 |
Level 2 $000 |
Level 3 $000 |
Total $000 |
|
|---|---|---|---|---|---|
| As at 30 June 2024 Assets Financial assets at fair value through profit or loss 27,483 - 5,488 32,971 Contingent consideration receivable 16 - - 35,502 35,502 |
|||||
| Total assets 27,483 - 40,990 68,473 |
|||||
| Liabilities Financial liabilities at fair value through profit or loss - 472,119 - 472,119 Deferred consideration - - 2,043 2,043 |
|||||
| Total liabilities - 472,119 2,043 474,162 |
|||||
| As at 30 June 2023 Assets Financial assets at fair value through profit or loss 30,087 6,857 27,397 64,341 Contingent consideration receivable - - 46,063 46,063 |
|||||
| Total assets 30,087 6,857 73,460 110,404 |
|||||
| Liabilities Financial liabilities at fair value through profit or loss - 476,306 - 476,306 Deferred consideration - - 1,084 1,084 |
|||||
| Total liabilities - 476,306 1,084 477,390 |
The following table presents the changes in level 3 items for the periods ended 30 June 2024 and 30 June 2023:
| Financial assets at fair value through profit or loss |
Financial assets at fair value through profit or loss |
Contingent consideration receivable |
Contingent consideration receivable |
Deferred consideration liability |
Deferred consideration liability |
|
|---|---|---|---|---|---|---|
| 2024 $000 |
2023 $000 |
2024 $000 |
2023 $000 |
2024 $000 |
2023 $000 |
|
| Opening balance at 1 July 27,397 31,768 46,063 - (1,084) (1,626) Payments - - - - 1,098 705 Additions - - - 46,063 (2,060) - Return of capital (5,180) (4,220) - - - - Gains/(losses) recognised in profit or loss 5,282 (151) (28,000) - - - Disposal of US MS (22,011) - 17,439 - - - Currencytranslation difference - - - - 3 (163) |
||||||
| Closing balance at 30 June 5,488 27,397 35,502 46,063 (2,043) (1,084) |
102
Fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, receivables, payables, non-interest bearing liabilities, lease liabilities and loans approximate their fair values for the Group except for:
-
the USD Senior Notes of $529.5 million (2023: $751.4 million), where the fair value based on level 2 valuation techniques was $477.0 million as at 30 June 2024 (2023: $706.6 million);
-
the Euro Medium Term Notes of $502.6 million (2023: $503.5 million), where the fair value based on level 2 valuation techniques was $435.4 million as at 30 June 2024 (2023: $450.6 million);
-
the AUD Medium Term Notes of $184.4 million (2023: $179.2 million), where the fair value based on level 2 valuation techniques was $185.2 million as at 30 June 2024 (2023: $180.1 million).
14. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group classifies the following financial assets at fair value through profit or loss:
-
debt securities that do not qualify for measurement at either amortised cost or fair value through other comprehensive income;
-
derivatives, which are mandatorily measured at fair value through profit or loss;
-
equity investments for which the entity has not elected to recognise fair value gains and losses through other comprehensive income; and
-
investments in structured entities.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Gains or losses from subsequent re-measurement to fair value at each balance date are recognised in profit or loss.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Financial assets Current Debt securities - 3,961 Derivative assets (b) - 6,203 Equitysecurities 60 62 |
||
| 60 10,226 |
||
| Non‑current Investment in structured entities (a) - 21,911 Derivative assets (b) - 653 Equitysecurities 32,911 31,551 |
||
| 32,911 54,115 |
||
| Financial liabilities Current Derivative liabilities (b) 346 6,558 |
||
| 346 6,558 |
||
| Non‑current Derivative liabilities (b) 471,773 469,748 |
||
| 471,773 469,748 |
(a) Investment in structured entities
Non-current financial assets included investments in unconsolidated structured entities (2023: $21.9 million). These balances were disposed as part of the sale of the US MS business in May 2024.
US MS sold economic benefits and obligations associated with mortgage servicing rights to unconsolidated structured entities while retaining a 20% interest in these entities. An unaffiliated third party, which owned 80% of the structured entities as asset manager, provided investment opportunities to investors and is considered a sponsor of these entities. US MS continued to service the loans associated with the mortgage servicing rights sold to the structured entities and received compensation for providing such services.
103
(b) Derivative financial instruments
The Group uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at each balance date. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain financial instruments, including derivatives, as either hedges of net investments in a foreign operation; hedges of firm commitments or highly probable forecast transactions (cash flow hedges); or fair value hedges. Refer to note 12 for further information on the Group’s hedging instruments.
| note 12 for further information on the Group’s hedging instruments. | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Derivative assets Current - 6,203 Non-current - 653 |
||
| - 6,856 |
||
| Derivative assets ‑ current and non‑current Fair values of interest rate derivatives designated as cash flow hedges - 653 Fair values of cross currency derivatives designated as hedge of net investment - 2,516 Fair value of derivatives for which hedge accounting has not been applied - 3,687 |
||
| Total derivative assets - 6,856 |
||
| Derivative liabilities Current 346 6,558 Non-current 471,773 469,748 |
||
| 472,119 476,306 |
||
| Derivative liabilities ‑ current and non‑current Fair values of interest rate derivatives designated as fair value hedges 110,760 121,147 Fair values of interest rate derivatives designated as cash flow hedges 241,550 221,157 Fair values of cross currency derivatives designated as cash flow hedges 75,165 76,599 Fair values of cross currency derivatives designated as fair value hedges 44,644 54,341 Fair value of derivatives for which hedge accounting has not been applied - 3,062 |
||
| Total derivative liabilities 472,119 476,306 |
Key estimates and judgements
The fair value of financial instruments that are not traded in an active market (for example, derivative financial instruments) is determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions that are based on market conditions existing as at each reporting date. The fair value of both cross-currency and interest rate derivatives is calculated as the present value of the estimated future cash flows. For more information on valuation methods utilised please refer to note 13(e).
104
15. BORROWINGS
Borrowings are initially recognised at fair value and are subsequently measured at amortised cost unless designated in a fair value hedge relationship. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the borrowing period using the effective interest method. Borrowings are classified as current liabilities unless the Group has a legal right to defer settlement of the liability for at least 12 months after the balance sheet date.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Current Bank loans (SLS non-recourse advance facility) (a) - 88,384 Revolving syndicated bank facilities (b) - 289,000 USD Senior Notes (c) - 216,480 |
||
| - 593,864 |
||
| Non‑current Bank loans (SLS non-recourse advance facility) (a) - 97,874 Revolving syndicated bank facilities (b) 438,735 448,571 USD Senior Notes (c) 529,499 534,885 Euro Medium Term Notes (EMTN) (d) 502,637 503,495 Australian Medium Term Notes (AMTN) (e) 184,423 179,178 |
||
| 1,655,294 1,764,003 |
(a) The borrowings of the overseas subsidiaries engaged in mortgage servicing activities were secured against the loan servicing advances without recourse to the Group. These balances were disposed as part of the sale of the US MS business in May 2024.
(b) The consolidated entity maintains revolving syndicated facilities. The first facility is a USD only facility of $550.0 million maturing on 30 June 2027, which was refinanced during the year. The second facility is a multi-currency facility of $500 million maturing on 30 September 2025.
The revolving syndicated facilities were drawn to an equivalent of $440.4 million at 30 June 2024. The facilities are subject to negative pledge undertakings and impose certain covenants upon the consolidated entity. The Group has complied with the negative pledge undertakings and covenants imposed on it for the year ended 30 June 2024.
(c) On 9 February 2012, Computershare Investor Services Inc., a controlled entity, issued 62 notes in the United States with a total value of $550.0 million. These notes were for tenors of six, seven, ten and twelve years. The twelve-year notes with a total value of $220.0 million were repaid during the financial year.
On 20 November 2018, Computershare US Inc. issued 24 notes in the United States with a total value of $550.0 million. These notes were for a tenor of seven and ten years. Fixed interest is paid on all the issued notes on a semi-annual basis.
The Group uses interest rate derivatives to manage the fixed interest exposure. The following table provides a reconciliation of the USD Senior Notes.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| USD Senior Notes Reconciliation USD Senior Notes at cost 550,000 770,000 Unamortised fair value adjustments – discontinued hedge relationship1 32,607 46,067 Fair value adjustments (53,108) (64,702) |
||
| Total net debt 529,499 751,365 Interest rate derivative – fair value hedge 52,531 65,126 |
||
| Total 582,030 816,491 |
1 In a prior financial period, the Group disposed of interest rate derivatives hedging the USD Senior Notes. As a result, the hedge relationship was discontinued and the USD Senior notes ceased to be adjusted for changes in fair value. The fair value adjustment is amortised to interest expense in the income statement, on an effective interest basis, over the remaining term of the USD Senior Notes.
105
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the USD Senior Notes. Hedged USD Senior Notes amounted to $550.0 million as at 30 June 2024 (2023: $770.0 million).
The gain or loss from re-measuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately in the statement of comprehensive income along with the change in fair value of the underlying hedged item (USD Senior Notes). The fair value adjustment of the hedged USD Senior Notes reflects the valuation change due to changes in market interest rates at balance sheet date for the term until maturity. The change is offset by the fair value of interest rate derivatives used to effectively convert the USD fixed interest rate notes to floating interest rates. The conversion to floating interest rate using derivatives provides a hedge against the Group’s USD interest rate risk exposure.
- (d) On 7 October 2021, Computershare US Inc. issued Euro Medium Term Notes with a total value of EUR 500.0 million. These notes are for a tenor of 10 years. Fixed interest is paid on all the issued notes on an annual basis.
The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure. The following table provides a reconciliation of the Euro Medium Term Notes.
| The following table provides a reconciliation of the Euro Medium Term Notes. | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Euro Medium Term Notes Reconciliation EMTN at cost 535,790 543,275 Fair value adjustments (33,153) (39,780) |
||
| Total net debt 502,637 503,495 Cross currency interest rate derivatives – fair value hedge (note 12) 29,599 36,023 |
||
| Total 532,236 539,518 |
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the EMTN. Hedged EMTN amounted to $535.8 million as at 30 June 2024 (FY23: $543.3 million).
- (e) On 30 November 2021, Computershare US Inc. issued Australian Medium Term Notes with a total value of AUD 300 million. These notes are for a tenor of 6 years. Fixed interest is paid on all the issued notes on a semi-annual basis.
The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure. The following table provides a reconciliation of the Australian Medium Term Notes.
| Australian Medium Term Notes Reconciliation | ||
|---|---|---|
| AMTN at cost | 200,217 | 198,555 |
| Fair value adjustments | (15,794) | (19,377) |
| Total net debt | 184,423 | 179,178 |
| Cross currency interest rate derivatives – fair value hedge (note 12) | 15,045 | 18,138 |
| Total | 199,468 | 197,316 |
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the AMTN. Hedged AMTN amounted to $200.2 million as at 30 June 2024 (FY23: $198.6 million).
106
16. RECEIVABLES
| 16. RECEIVABLES | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Current Trade and unbilled receivables Trade receivables 285,977 232,314 Unbilled receivables 131,155 116,376 Interest and margin income receivable 104,537 116,840 Less: allowance for expected credit losses (15,826) (13,603) |
||
| 505,843 451,927 |
||
| Other Contingent consideration receivable 20,623 5,570 Other non-trade amounts 47,103 61,918 |
||
| 573,569 519,415 |
||
| Non‑current Deferred consideration receivable 45,000 50,000 Contingent consideration receivable 14,879 40,504 Other 7,798 2,792 |
||
| 67,677 93,296 |
Trade and unbilled receivables
Trade receivables and unbilled receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, net of allowances for expected credit losses. Trade receivables generally have settlement terms of 30 days and are therefore classified as current. The right to receive consideration is unconditional.
Other receivables
Included within current receivables is $17.4 million of contingent consideration receivable recognised on 1 May 2024 for the sale of the US MS business. There is no change to the estimate as at 30 June 2024. Post completion true up process are expected to be finalised in FY25, and any difference to the current fair value will be recognised in profit or loss. Refer to note 9 for more information on the balance recognised.
In addition, deferred consideration of $45.0 million (2023: $50.0 million) remains on balance sheet relating to Seller Note financing provided on the sale of the KCC business in FY23. The Seller Note is carried at amortised cost, which is made up of the transaction price plus interest accrued, less any principal repayments. Interest income is calculated using the effective interest method over the expected life of the Note. A repayment of $5.0 million was made in the year ended 30 June 2024.
Contingent consideration of $18.1 million (2023: $46.1 million) relates to the KCC disposal in FY23. This represents the present value of the Group’s estimate of the probability-weighted discounted cash inflows that will be received, subject to targets within the sale contract being achieved by the acquirer over the 4 calendar years to 31 December 2026. A re-measurement expense of $28.0 million was recorded in the 30 June 2024 profit or loss, to write-down the receivable to the latest best estimate. Future changes in such estimates, including unwinding of the discount, will be reassessed at the end of each reporting period and recorded in profit or loss.
Impairment
The Group applies the simplified approach to measure Expected Credit losses (ECLs), which uses a lifetime expected loss allowance for all trade and unbilled receivables. To measure the expected credit losses, trade and unbilled receivables have been grouped based on shared credit risk characteristics and days past due. The Group has established a provision matrix that is based on the payment profile of customers and the corresponding historical credit loss experience, adjusted for current and forward-looking factors specific to the debtors and the economic environment.
Trade and unbilled receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst other things, a finalisation of formal liquidation or other proceedings. A loss allowance has not been recognised in respect of other non-trade amounts, due to the nature of the receivables and counterparties as well as historical experience.
107
An analysis of trade and unbilled receivables and the associated allowance for expected credit losses is as follows:
| Trade and unbilled receivables | Trade and unbilled receivables | Loss allowance | Loss allowance | Net receivables | Net receivables |
|---|---|---|---|---|---|
| 2024 $000 |
2023 $000 |
2024 $000 |
2023 $000 |
2024 $000 |
2023 $000 |
| Current 389,469 327,782 (1,834) (946) 387,635 326,836 Less than 30 days overdue 30,028 68,651 (369) (408) 29,659 68,243 Between 30 and 60 days overdue 22,427 23,342 (689) (497) 21,738 22,845 Between 60 and 90 days overdue 17,241 11,503 (908) (745) 16,333 10,758 Between 90 and 120 days overdue 16,185 5,729 (2,902) (735) 13,283 4,994 More than 120 days overdue 46,319 28,524 (9,124) (10,273) 37,195 18,251 |
|||||
| Total 521,669 465,531 (15,826) (13,604) 505,843 451,927 |
Key estimates and judgements
The contingent consideration on the sale of US MS is subject to final adjustments to completion accounts of the disposed business and future recoverability of certain assets as per the sale agreement. An estimate of these future adjustments in included as contingent consideration receivable in the current reporting period.
Fair value of contingent consideration on the sale of KCC is based on probability of targets within the sale contract being achieved by the acquirer to derive an estimate of future cash flows. The Group uses its judgement to estimate the probability of targets being achieved and makes assumptions that are based on market conditions existing as at each reporting date. The fair value of the contingent consideration is calculated as the present value of the estimated future cash flows.
Movement in the allowance for expected credit losses is as follows:
| Loss allowance | 2024 $000 |
2023 $000 |
|---|---|---|
| Opening balance at 1 July (13,604) (17,297) (Increase)/decrease in loss allowance recognised in profit or loss during the year (3,825) (3,070) Receivables written off during the year as uncollectible 1,450 1,199 Disposal of entities1 137 5,556 Currency translation differences 16 8 |
||
| Closing balance at 30 June (15,826) (13,604) |
1 US MS business in 2024 and KCC business in 2023.
Other than the re-measurement of KCC contingent consideration noted above, no impairment losses have been recognised in the statement of comprehensive income relating to other receivables during the year ended 30 June 2024 (2023: $nil).
108
17. LOAN SERVICING ADVANCES
| 17. LOAN SERVICING ADVANCES | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Current Loan servicing advances - 318,727 |
Loan servicing advances were recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. These balances were disposed as part of the sale of the US MS business in May 2024.
US MS performed loan servicing activities and regularly made payments on behalf of mortgagors related to taxes, insurance, principal and interest. The receivable represented the total value of these payments yet to be recovered. Although it took longer than 12 months for a portion of the loan servicing receivables to be collected, all servicing advances were classified as current. This reflected the fact that collections occurred within the normal operating cycle of US MS.
18. OTHER FINANCIAL ASSETS
| Current | ||
|---|---|---|
| Client deposits1 | 102,876 | 91,973 |
| Broker deposits2 | 5,746 108,622 |
7,000 98,973 |
1 A subsidiary located in Switzerland is a registered broker-dealer and custodian of clients’ assets. Client monies it manages as part of providing plan managers services meet criteria for on-balance sheet recognition as other financial assets, together with a corresponding liability (note 23).
2 A subsidiary located in Canada is a licensed deposit taker. This subsidiary accepts deposits in its own name, and records these funds as other financial assets together with a corresponding liability (note 23). The deposits are insured through a local regulatory authority.
Client and broker deposits are recognised initially at fair value and subsequently measured at amortised cost.
19. INVENTORIES
Raw materials and stores, at cost 5,523 6,310
Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs to sell.
20. OTHER ASSETS
| 20. OTHER ASSETS | ||
|---|---|---|
| Current | ||
| Set-up fees | 1,265 | 1,615 |
| Other Non‑current Set-up fees |
1,249 2,514 458 458 |
7,849 9,464 649 649 |
Set‑up fees
Where upfront client fees have been deferred and the related implementation costs can be measured reliably, they are capitalised and amortised straight-line over the same period. In the year ended 30 June 2024, amortisation of $0.5 million (2023: $1.8 million) was recognised in the statement of comprehensive income relating to capitalised set-up fees.
109
21. PROPERTY, PLANT AND EQUIPMENT
| Land $000 |
Buildings $000 |
Plant and Equipment $000 |
Fixtures and Fittings $000 |
Leasehold improve‑ ments $000 |
Total $000 |
|
|---|---|---|---|---|---|---|
| At 1 July 2023 Opening net book amount 7,714 37,172 60,126 7,374 27,880 140,266 Additions - 125 40,620 3,295 3,581 47,621 Disposals - - (4,353) (794) (713) (5,860) Depreciation charge2 - (1,586) (26,226) (1,754) (5,369) (34,935) Currency translation differences 16 47 (15) 9 36 93 Transfers and other - 418 170 (547) (120) (79) |
||||||
| Closing net book amount 7,730 36,176 70,322 7,583 25,295 147,106 |
||||||
| Cost 7,730 53,891 282,678 25,929 66,181 436,409 Accumulated depreciation - (17,715) (212,356) (18,346) (40,886) (289,303) |
||||||
| At 30 June 2024 7,730 36,176 70,322 7,583 25,295 147,106 |
||||||
| At 1 July 2022 Opening net book amount 7,416 37,716 59,335 5,353 24,387 134,207 Additions - 355 27,884 1,597 12,055 41,891 Impairment charge (630) - (19) (59) (206) (914) Disposals - - (586) (9) (637) (1,232) Depreciation charge2 - (1,672) (27,114) (1,598) (5,451) (35,835) Currency translation differences 324 836 20 148 (462) 866 Transfers and other1 604 (63) 606 1,942 (1,806) 1,283 |
||||||
| Closing net book amount 7,714 37,172 60,126 7,374 27,880 140,266 |
||||||
| Cost 7,714 52,802 266,577 31,536 61,923 420,552 Accumulated depreciation - (15,630) (206,451) (24,162) (34,043) (280,286) |
||||||
| At 30 June 2023 7,714 37,172 60,126 7,374 27,880 140,266 |
1 Includes $0.9 million of land and related property, plant and equipment no longer classified as held for sale as at 30 June 2023.
2 Depreciation charge for continuing and discontinued operations. Depreciation of property, plant and equipment for continuing operations is $34.8 million (2023: $32.9 million).
Property, plant and equipment are stated at historical costs less accumulated depreciation and impairment. Cost includes the purchase price and expenditure that is directly attributable to bringing the asset to the location and condition necessary for its intended use.
Depreciation
Items of property, plant and equipment excluding freehold land are depreciated on a straight-line basis over their estimated useful life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Depreciation expense has been determined based on the following typical rates of depreciation:
-
Buildings (2.5% per annum)
-
Plant and equipment (10% to 50% per annum)
-
Fixtures and fittings (13% to 50% per annum)
Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the term of the lease.
110
22. LEASES
The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. Leases vary in contract term, with renewal at the option of the Group. The Group’s leases mainly relate to property.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.
Amounts recognised in the statement of financial position:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Right‑of‑use assets Buildings 99,855 132,350 Plant and Equipment 6,772 12,670 Motor Vehicles 739 679 |
||
| 107,3661 145,699 |
||
| 1 Right-of-use assets reduced by $36.7 million due to the disposal of the US MS business in May 2024. Lease Liabilities Current 29,043 35,934 Non-current 101,415 140,213 |
||
| 130,4582 176,147 |
2 Lease liabilities reduced by $40.5 million due to the disposal of the US MS business in May 2024.
Additions to the right-of-use assets during the year were $28.0 million (2023: $33.9 million), $10.2 million was as a result of modifications existing leases held by the Group.
Right-of-use assets are measured at cost comprising the following:
-
the amount of the initial measurement of lease liability
-
any lease payments made at or before the commencement date less any lease incentives received
-
any initial direct costs, and
-
restoration costs.
The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Lease liabilities include the net present value of the following lease payments:
-
fixed payments, less any lease incentives receivable;
-
variable lease payments that depend on an index or rate;
-
any amounts expected to be payable under residual value guarantees;
-
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
-
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Lease liabilities are subsequently measured at amortised cost using the effective interest rate method. When there is a change in lease term or a change in future lease payments, lease liabilities are remeasured, with a corresponding adjustment to lease assets.
Amounts recognised in the Profit or Loss related to lease activities
Profit before tax from continuing operations includes the following amounts related to leases:
| Amounts recognised in the Profit or Loss related to lease activities Profit before tax from continuing operations includes the following amounts related to leases: |
||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Depreciation of leased buildings 26,881 33,624 Depreciation of leased plant and equipment 3,302 4,944 Depreciation of leased motor vehicles 341 289 Total depreciation of right‑of‑use assets 30,524 38,857 |
||
| Interest expense on lease liabilities 6,455 6,273 Expenses related to short term and low value leases 185 214 |
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
111
Short‑term and low‑value leases
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets largely comprise IT equipment and small items of office furniture.
Commitments for leases not yet commenced
As at 30 June 2024 the Group had no committed leases which had not yet commenced (30 June 2023: $0.9 million).
Extension and termination options
Extension and termination options are included in a number of leases across the Group. In determining the lease term, management considers all the facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
The total potential future lease payments (undiscounted) that have not been included in the lease liability, because it is not reasonably certain that the leases will be extended (or not terminated), is summarised as follows:
| Undiscounted potential future lease payments | 5 years or less $000 |
Greater than 5 years $000 |
Total $000 |
|---|---|---|---|
| As at 30 June 2024 3,525 14,307 17,832 As at 30 June 2023 2,817 14,695 17,512 23. PAYABLES |
|||
| 2024 $000 |
2023 $000 |
||
| Current Trade payables – unsecured 12,234 27,275 Expense accruals 209,619 162,535 Contract liabilities 62,535 62,592 Interest payable 14,378 9,369 GST/VAT payable 24,174 24,570 Broker client deposits (note 18) 108,622 98,973 Employee entitlements 33,899 35,577 Unredeemed childcare vouchers 25,744 33,552 Otherpayables 79,555 89,799 |
|||
| 570,760 544,242 |
|||
| Non‑current Contract Liabilities 21,823 19,130 |
|||
| 21,823 19,130 |
Trade and other payables
Trade and other payables represent liabilities for those goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
A contract liability arises when Computershare has received consideration for performance obligations that have not yet been satisfied, including deferred revenue and upfront fees. Revenue is recognised over the life of the relevant contract term as performance obligations are satisfied.
112
24. PROVISIONS
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole.
Provisions are measured at the Group’s best estimate of the expenditure required to settle the present obligation at the reporting date and discounted to present value where the impact of discounting is material. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability.
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Current Restructuring 6,161 8,532 Unredeemed voucher provision 16,911 14,952 Acquisitions and disposal related 6,960 1,005 Tax related 6,059 4,523 Legal 3,361 6,181 Lease related 6,414 5,847 Other 4,212 2,576 |
||
| 50,078 43,616 |
||
| Non‑current Employee entitlements1 20,302 13,765 Acquisitions and disposal related 9,601 9,612 |
||
| 29,903 23,377 |
1 Includes $5.7 million defined benefit liability recognised for the first time in the year ended 30 June 2024 (2023: nil). Refer to later in the note for information on this balance.
Restructuring
Restructuring provisions are recognised when a detailed plan for restructuring has been developed and a valid expectation has been raised with the affected employees that the terminations will be carried out.
Unredeemed vouchers
The unredeemed voucher provision is recognised for the expected usage of unredeemed childcare vouchers over two years old.
Tax related
Tax related provisions relate to potential tax liabilities associated with prior years’ business activities.
Legal
Legal provisions represent cash outflows expected to cover legal claims made against the Group. The status of all claims is monitored on a regular basis.
Lease related
Lease related provisions represent onerous contracts and costs to restore leased premises to their original condition at the end of the respective lease terms.
Acquisitions and disposal related
Acquisition and disposal related provisions relate to provisions acquired as part of business combinations or raised as part of disposal accounting and are first recognised at the date of acquisition or date of disposal.
Employee entitlements
Employee entitlements provision represents long service leave and other employee entitlements. Where payments to the employee are not expected to be settled wholly within 12 months, they are measured as the present value of expected future payments for the services provided by employees up to the reporting date.
Liability for benefits accruing to employees in relation to employee bonuses and annual leave is recognised in payables.
113
Movements in each class of current provision during the financial year are set out below.
| Restruc‑ turing $000 |
Unre‑ deemed voucher provision $000 |
Acqui‑ sitions and disposal related $000 |
Tax related $000 |
Legal $000 |
Lease related $000 |
Other $000 |
Total $000 |
|
|---|---|---|---|---|---|---|---|---|
| Carrying amount at start of year 8,532 14,952 1,005 4,523 6,181 5,847 2,576 43,616 Additions 7,682 10,004 5,955 1,536 1,525 1,022 2,227 29,951 Disposals (1,741) - - - (803) (2,544) Payments (8,235) - - - (1,515) (178) (227) (10,155) Reversals (65) (8,081) - - (2,027) (278) (365) (10,816) Foreign exchange movements (12) 36 - - - 1 1 26 |
||||||||
| Carrying amount at end of year 6,161 16,911 6,960 6,059 3,361 6,414 4,212 50,078 |
Movements in each class of non-current provision during the financial year, other than employee entitlements, are set out below.
| Acquisitions and disposal related $000 |
Total $000 |
|
|---|---|---|
| Carrying amount at start of year 9,612 9,612 Other (11) (11) |
||
| Carrying amount at end of year 9,601 9,601 |
Defined benefit pension plans
The liability or asset recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. Remeasurement gains and losses are recognised in the period in which they occur, directly in other comprehensive income. Service and interest costs are recognised in the profit or loss as incurred.
A subsidiary of the Group operates a defined benefit pension plan in Switzerland. Equatex AG maintains a defined benefit scheme which provides benefits to 256 employees. An actuarial assessment of the scheme was completed as at 30 June 2024 and defined benefit plan liability recognised in accordance with the actuarial valuation.
The net liability as at 30 June 2024 is as follows:
| 30 June 2024 $000 |
|
|---|---|
| Present value of funded obligations 44,591 Fair value of plan assets (38,906) |
|
| Deficit of funded plans 5,685 |
|
| Unfunded defined benefit obligation - |
|
| Net defined benefit liability 5,685 |
An amount of $5.7 million was recognised in other comprehensive income for the year ended 30 June 2024. The pension plan liability was recognised for the first time in the financial year.
Key sensitivities for the pension plan are as follows:
| Key sensitivities for the pension plan are as follows: | ||
|---|---|---|
| Impact on defined benefit obligation | ||
| Change in assumption |
Increase in assumption |
Decrease in assumption |
| Discount rate 0.25% Decrease by 3.9% Increase by 4.2% Salary increase rate 0.25% Increase by 0.7% Decrease by 0.7% |
Expected impact to profit or loss for the year ended 30 June 2025 is $2.5 million.
The Group also operates a number of defined contribution plans across the group. Refer to note 36 for more information on these plans.
114
25. DEFERRED CONSIDERATION
| 25. DEFERRED CONSIDERATION | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Current Deferred settlements on acquisition of entities 2,043 1,084 |
26. MORTGAGE SERVICING RELATED LIABILITIES
Current
| Current | ||
|---|---|---|
| Mortgage servicing related liabilities Non‑current |
- | 30,042 |
| Mortgage servicing related liabilities | - | 69,098 |
Mortgage servicing related liabilities represented the portion of the economic benefits of mortgage servicing rights that had been transferred to third parties. The liabilities were amortised over the same useful life as the related mortgage servicing rights (note 10). These balances were disposed as part of the sale of the US MS business in May 2024.
27. INTERESTS IN EQUITY
| 27. INTERESTS IN EQUITY | ||||
|---|---|---|---|---|
| Members of the parent entity | Non‑controlling interests | |||
| 2024 $000 |
2023 $000 |
2024 $000 |
2023 $000 |
|
| Interest in the equity of the consolidated entity: Contributed equity – ordinary shares 308,167 519,299 989 989 Reserves (379,290) (357,335) (2,516) (2,787) Retained earnings 2,018,600 1,977,976 2,653 2,840 |
||||
| Total interests in equity 1,947,477 2,139,940 1,126 1,042 |
28. CONTRIBUTED EQUITY
Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and is classified as equity. Costs directly attributable to the issue of new shares are recognised directly in equity as a deduction, net of tax, from the proceeds.
If the Group reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.
| Movement in contributed equity | Number of shares |
$000 |
|---|---|---|
| Balance at 1 July 2023 603,729,336 519,299 Ordinary share buy-back1 (12,680,016) (211,132) |
||
| Balance as at 30 June 2024 591,049,320 308,167 |
1 On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back commenced on 4 September 2023 and was expected to end on 3 September 2024. On 26 August 2024, Computershare announced the buy-back was to continue until 25 August 2025.
The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of AUD 750 million. (As at 30 June 2024: AUD 321 million).
115
29. RESERVES
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Capital redemption reserve 2 2 Foreign currency translation reserve (164,289) (151,232) Share buy-back reserve - - Cash flow hedge reserve (217,838) (218,013) Cost of hedging reserve (3,942) 1,711 Share-based payments reserve 36,041 34,900 Defined benefit pension reserve (4,561) - Equity related contingent consideration reserve (8,199) (8,199) Transactions with non-controlling interests (16,504) (16,504) |
||
| (379,290) (357,335) |
||
| Movements during the year: Foreign currency translation reserve Opening balance (151,232) (118,298) Translation of controlled entities (8,981) (35,559) Deferred tax (4,076) 2,625 |
||
| Closing balance (164,289) (151,232) |
||
| Cash flow hedge reserve Opening balance (218,013) (51,236) Revaluation (116,781) (263,179) Reclassified to profit or loss 116,718 25,688 Tax benefit/(expense) 238 70,714 |
||
| Closing balance (217,838) (218,013) |
||
| Cost of hedging reserve Opening balance 1,711 3,233 Revaluation (7,545) (2,036) Income tax effect on cash flow hedge 1,892 514 |
||
| Closing balance (3,942) 1,711 |
||
| Share‑based payments reserve Opening balance 34,900 52,912 Cash purchase of shares for employee and executive share plans (28,852) (49,433) Share-based payments expense 29,993 31,421 |
||
| Closing balance 36,041 34,900 |
||
| Defined benefit pension reserve Opening balance - - Gain/(Loss) on plan (5,685) - Deferred tax 1,124 - |
||
| Closing balance (4,561) - |
||
| Equity related contingent consideration reserve Opening balance (8,199) (8,199) |
||
| Closing balance (8,199) (8,199) |
||
| Transactions with non‑controlling interests Opening balance (16,504) (16,504) |
||
| Closing balance (16,504) (16,504) |
116
Nature and purpose of reserves
(a) Foreign currency translation reserve
On consolidation, exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency translation reserve. This amount is the net of gains and losses on hedge transactions and intercompany loans after adjusting for related income tax effects. When a foreign operation is disposed, the associated exchange differences are reclassified to profit or loss as part of the gain or loss on sale.
(b) Share buy-back reserve
This reserve is used to record the excess value of shares bought over the original amount of subscribed capital. In a prior year, the Group completed a rights issue, which reduced the share buy-back reserve to nil.
(c) Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be in an effective hedge relationship.
(d) Cost of hedging reserve
This reserve is used to record costs of hedging which are excluded from the hedge relationships and accounted for in a separate equity reserve
(e) Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of shares which will vest to employees under employee and executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.
(f) Defined benefit pension reserve
The reserve recognises remeasurement gains and losses relating to defined benefit plans.
(g) Equity related contingent consideration reserve
This reserve is used to reflect deferred consideration for acquisitions which is payable through the issue of parent entity equity instruments.
(h) Transactions with non-controlling interests
This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.
30. RETAINED EARNINGS AND DIVIDENDS
| 30. RETAINED EARNINGS AND DIVIDENDS | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Retained earnings Retained earnings at the beginning of the financial year 1,977,976 1,776,767 Ordinary dividends provided for or paid (312,000) (243,535) Net profit attributable to members of Computershare Limited 352,624 444,744 |
||
| Retained earnings at the end of the financial year 2,018,600 1,977,976 |
||
| Dividends Ordinary Final dividend paid during the financial year in respect of the previous year, AUD 40 cents per share unfranked (2023 – AUD 30 cents per share unfranked) 155,485 122,484 Interim dividend paid in respect of the current financial year, AUD 40 cents per share franked to 20% (2023 - AUD 30 cents per share unfranked) 156,515 121,051 A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on 16 September 2024. This is an ordinary unfranked dividend of AU 42 cents per share, amounting to AUD 247,475,684, based on shares on issue as at 13 August 2024. The dividend was not determined to be paid until 13 August 2024 and accordingly no provision has been recognised as at 30 June 2024. Dividend franking account Franking credits available for subsequent financial years based on a tax rate of 30% 6,277 10,265 |
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for franking credits and debits that will arise from the settlement of liabilities or receivables for income tax after the end of the year.
117
31. DETAILS OF CONTROLLED ENTITIES
The financial year-end of all controlled entities is 30 June with the exception of Computershare Canada Inc and its controlled entities, Computershare Hong Kong Investor Services Limited and its controlled entities, Computershare International Information Consultancy Services (Beijing) Company Ltd and Computershare Business Support Services Private Limited due to local statutory reporting requirements. These entities prepare results on a 30 June year end basis for consolidation purposes. Voting power is in accordance with the ownership interest held unless otherwise stated.
The consolidated financial statements as at 30 June 2024 include the following controlled entities:
| Percentage of shares held | Percentage of shares held | ||
|---|---|---|---|
| Name of controlled entity | Place of incorporation | June 2024 % |
June 2023 % |
| Computershare Limited Australia (2) A.C.N. 080 903 957 Pty Ltd Australia (1)(2) A.C.N. 081 035 752 Pty Ltd Australia (1)(2) CDS International Pty Limited Australia (1)(2) Communication Services Australia Pty Limited Australia (1)(2) Computershare Clearing Pty Limited Australia (1) Computershare Communication Services Pty Limited Australia (1)(2) Computershare Dealing Services Pty Ltd Australia (1) Computershare Depositary Pty Limited Australia (1) Computershare Finance Company Pty Limited Australia (1)(2) Computershare Investor Services Pty Limited Australia (1)(2) Computershare Plan Co Pty Ltd Australia (1) Computershare Plan Managers Pty Ltd Australia (1) Computershare Technology Services Pty Ltd Australia (1)(2) Computershare Utility Services Pty Ltd Australia (1)(2) CPU Share Plans Pty Limited Australia (1) CRS Custodian Pty Ltd Australia (1) Financial Market Software Consultants Pty Ltd Australia (1) Georgeson Shareholder Communications Australia Pty. Ltd. Australia (1) Global eDelivery Group Pty Ltd Australia (1) Obadele Pty Ltd Australia (1)(2) Q M Industries (N.S.W.) Pty. Ltd. Australia (1) Registrars Holding Pty Ltd Australia (1)(2) Sepon (Australia) Pty. Limited Australia (1) Source One Communications Australia Pty Ltd Australia (1) Switchwise Pty Ltd Australia (1) Computershare Investor Services (Bermuda) Limited Bermuda (1) Computershare Investor Services (BVI) Limited British Virgin Islands (1) Computershare Canada Inc. Canada (1) Computershare Governance Services Ltd. Canada (1) Computershare Investments (Canada) (Holdings) ULC Canada (1)(4) Computershare Investments (Canada) (No.1) ULC Canada (1) Computershare Investments (Canada) (No.3) ULC Canada (1)(4) Computershare Investments (Canada) (No.4) ULC Canada (1)(4) Computershare Investor Services Inc. Canada (1) Computershare Services Canada Inc. Canada (1)(4) Computershare Technology Services Inc. Canada (1) Computershare Trust Company of Canada Canada (1) Georgeson Shareholder Communications Canada Inc. Canada (1) SyncBASE Inc. Canada (1) Computershare Investor Services (Cayman) Limited Cayman Islands (1) Computershare International Information Consultancy Services (Beijing) Company Limited China (1) Computershare A/S Denmark (1) |
‑ - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 ‑ 100 100 100 ‑ 100 ‑ 100 100 100 ‑ 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
118
| Percentage of shares held | Percentage of shares held | ||
|---|---|---|---|
| Name of controlled entity | Place of incorporation | June 2024 % |
June 2023 % |
| Georgeson Shareholder SAS France (5) Computershare Communication Services GmbH Germany (1) Computershare Deutschland GmbH & Co. KG Germany (1) Computershare Governance Services GmbH Germany (1) Computershare Verwaltungs GmbH Germany (1) Computershare Investor Services (Guernsey) Limited Guernsey (1) Computershare Asia Limited Hong Kong (1) Computershare Hong Kong Development Limited Hong Kong (1) Computershare Hong Kong Investor Services Limited Hong Kong (1) Computershare Hong Kong Nominees Limited Hong Kong (1) Computershare Hong Kong Trustees Limited Hong Kong (1) Computershare Investor Services Limited Hong Kong (1) Hong Kong Registrars Limited Hong Kong (1) Computershare Business Support Services Private Limited India (1) Computershare Governance Services Limited Ireland (1) Computershare Investor Services (Ireland) Limited Ireland (1) Computershare Services Nominees (Ireland) Limited Ireland (1) Computershare Nominees (Ireland) Limited Ireland (1) Computershare Trustees (Ireland) Limited Ireland (1) Computershare Italy S.r.l. Italy (1) Computershare S.p.A. Italy (5) Georgeson S.r.l. Italy (1) Proxitalia S.r.l. Italy (1) Computershare Company Secretarial Services (Jersey) Limited Jersey (1) Computershare DR Nominees Limited Jersey (1) Computershare Investor Services (Jersey) Limited Jersey (1) Computershare Nominees (Channel Islands) Limited Jersey (1) Computershare Offshore Services Limited Jersey (1) Computershare Treasury Services Limited Jersey (1) Computershare Trustees (C.I.) Limited Jersey (1) Computershare Trustees (Jersey) Limited Jersey (1) EES Nominees International Limited Jersey (1)(4) Computershare Netherlands B.V. Netherlands (1) Computershare Investor Services Limited New Zealand (1) Computershare Nominees NZ Limited New Zealand (1) ConnectNow New Zealand Limited New Zealand (1) CRS Nominees Limited New Zealand (1) Equatex Employee Services AS Norway (1) Equatex Norway AS Norway (1) Equatex Poland Sp. Z.o.o. Poland (1) CIS Company Secretaries (Pty) Ltd South Africa (1) Computershare (Pty) Ltd South Africa (1) Computershare Investor Services (Pty) Ltd South Africa (1) Computershare Nominees (Pty) Ltd South Africa (1) Computershare Outsourcing (Pty) Ltd South Africa (1) Computershare South Africa (Pty) Ltd South Africa (1) Computershare TR Services (Pty) Ltd South Africa (1)(4) Minu (Pty) Ltd South Africa (1) Georgeson S.L Spain (1) Computershare AB Sweden (1) Computershare Schweiz AG Switzerland (1) |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 ‑ 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 74 74 74 74 74 74 74 74 74 74 74 74 ‑ 74 74 74 100 100 100 100 100 100 |
119
| Percentage of shares held | Percentage of shares held | ||
|---|---|---|---|
| Name of controlled entity | Place of incorporation | June 2024 % |
June 2023 % |
| Computershare Technology Services AG Switzerland (1) Equatex AG Switzerland (1) Equatex Group Holding AG Switzerland (1) Baseline Capital Limited United Kingdom (1) Computershare Company Nominees Limited United Kingdom (1) Computershare Company Secretarial Services Limited United Kingdom (1) Computershare Global Technology Services Limited United Kingdom (1)(4) Computershare Governance Services (UK) Limited United Kingdom (1) Computershare Investments (UK) (No.3) Limited United Kingdom (1) Computershare Investments (UK) (No.7) Limited United Kingdom (1)(4) Computershare Investments (UK) (No.8) Limited United Kingdom (1) Computershare Investments (UK) Limited United Kingdom (1)(4) Computershare Investor Services Plc United Kingdom (1) Computershare IP (UK) Limited United Kingdom (1)(4) Computershare Limited United Kingdom (1) Computershare Mortgage Services Limited United Kingdom (1) Computershare Regional Services Limited United Kingdom (1)(4) Computershare Services Limited United Kingdom (1) Computershare Services Nominees Limited United Kingdom (1) Computershare Technology Services (UK) Limited United Kingdom (1) Computershare Trustees Limited United Kingdom (1) Computershare Voucher Services Limited United Kingdom (1) Credit Advisory Services Limited United Kingdom (1) DPS Trustees Limited United Kingdom (1) EES Capital Trustees Limited United Kingdom (1) EES Corporate Trustees Limited United Kingdom (1) EES Trustees Limited United Kingdom (1) Equatex UK Ltd United Kingdom (1) Equatex UK Nominee Ltd United Kingdom (1) Homeloan Management Limited United Kingdom (1) Rosolite Mortgages Limited United Kingdom (1) Siberite Mortgages Limited United Kingdom (1) Topaz Finance Limited United Kingdom (1) Capital Markets Cooperative, LLC United States of America (1)(4) Capital Markets Holdings, Inc. United States of America (1)(4) Computershare Asset Management LLC United States of America (1)(4) Computershare Communication Services Inc. United States of America (1) Computershare Delaware Trust Company United States of America (1) Computershare Governance Services Inc. United States of America (1) Computershare Holdings Inc. United States of America (1) Computershare Inc. United States of America (1) Computershare Mortgage Services Inc. United States of America (1)(4) Computershare Property Solutions LLC United States of America (1)(4) Computershare Technology Services, Inc. United States of America (1) Computershare Title Services LLC United States of America (1)(4) Computershare Trust Company, N.A. United States of America (1) Computershare US Inc. United States of America (1) Computershare US Investments LLC United States of America (1) Computershare US Services Inc. United States of America (1) Computershare Valuation Services LLC United States of America (1)(4) Credit Risk Holdings, LLC United States of America (1)(4) |
100 100 100 100 100 100 100 100 100 100 100 100 ‑ 100 100 100 100 100 ‑ 100 100 100 ‑ 100 100 100 ‑ 100 100 100 100 100 ‑ 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 ‑ 100 ‑ 100 ‑ 100 100 100 100 100 100 100 100 100 100 100 ‑ 100 ‑ 100 100 100 ‑ 100 100 100 100 100 100 100 100 100 ‑ 100 ‑ 100 |
120
| Percentage of shares held | Percentage of shares held | ||
|---|---|---|---|
| Name of controlled entity | Place of incorporation | June 2024 % |
June 2023 % |
| Georgeson LLC United States of America (1) Georgeson Securities Corporation United States of America (1) GTU Ops Inc. United States of America (1) HELOC Funding II Trust United States of America (1)(4) LenderLive Financial Services, LLC United States of America (1)(4) LenderLive Network, LLC United States of America (1)(4) Looking Glass Trust I United States of America (1)(3) MSR Robin Advances (Depositor) LLC United States of America (1)(4) MSR Robin Advances Issuer Trust United States of America (1)(4) RCNG LLC United States of America (1) SLS Funding III LLC United States of America (1)(4) SLS Investco LLC United States of America (1)(4) SLS SAF Depositor LLC United States of America (1)(4) SLS SAF Issuing Trust United States of America (1)(4) SLS Servicer Advance Revolving Trust 1 United States of America (1)(4) Specialized Loan Servicing Holdings LLC United States of America (1)(4) Specialized Loan Servicing LLC United States of America (1)(4) Verbatim LLC United States of America (1) Corporate Creations Florida LLC United States of America (1) Corporate Creations Management LLC United States of America (1) Corporate Creations Mississippi LLC United States of America (1) Corporate Creations Network Inc. [Arkansas] United States of America (1) Corporate Creations Network Inc. [California] United States of America (1) Corporate Creations Network Inc. [Florida] United States of America (1) Corporate Creations Network Inc. [Hawaii] United States of America (1) Corporate Creations Network Inc. [Kansas] United States of America (1) Corporate Creations Network Inc. [Maryland] United States of America (1) Corporate Creations Network Inc. [Oklahoma] United States of America (1) Corporate Creations New Mexico Inc. United States of America (1) Corporate Creations Puerto Rico, Inc. Puerto Rico (1) United Agent Group Inc. Puerto Rico (1) United Agent Group Inc. US Virgin Islands (1) United Agent Group Inc. [Alabama] United States of America (1) United Agent Group Inc. [Alaska] United States of America (1) United Agent Group Inc. [Arizona] United States of America (1) United Agent Group Inc. [Arkansas] United States of America (1) United Agent Group Inc. [California] United States of America (1) United Agent Group Inc. [Colorado] United States of America (1) United Agent Group Inc. [Connecticut] United States of America (1) United Agent Group Inc. [Delaware] United States of America (1) United Agent Group Inc. [Florida] United States of America (1) United Agent Group Inc. [Georgia] United States of America (1) United Agent Group Inc. [Hawaii] United States of America (1) United Agent Group Inc. [Idaho] United States of America (1) United Agent Group Inc. [Illinois] United States of America (1) United Agent Group Inc. [Indiana] United States of America (1) United Agent Group Inc. [Iowa] United States of America (1) United Agent Group Inc. [Kansas] United States of America (1) United Agent Group Inc. [Kentucky] United States of America (1) United Agent Group Inc. [Louisiana] United States of America (1) United Agent Group Inc. [Maine] United States of America (1) |
100 100 100 100 100 100 ‑ 100 ‑ 100 ‑ 100 100 - ‑ 100 ‑ 100 100 100 ‑ 100 ‑ 100 ‑ 100 ‑ 100 ‑ 100 ‑ 100 ‑ 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
121
| Percentage of shares held | Percentage of shares held | ||
|---|---|---|---|
| Name of controlled entity | Place of incorporation | June 2024 % |
June 2023 % |
| United Agent Group Inc. [Maryland] United States of America (1) United Agent Group Inc. [Massachusetts] United States of America (1) United Agent Group Inc. [Michigan] United States of America (1) United Agent Group Inc. [Minnesota] United States of America (1) United Agent Group Inc. [Mississippi] United States of America (1) United Agent Group Inc. [Missouri] United States of America (1) United Agent Group Inc. [Montana] United States of America (1) United Agent Group Inc. [Nebraska] United States of America (1) United Agent Group Inc. [Nevada] United States of America (1) United Agent Group Inc. [New Hampshire] United States of America (1) United Agent Group Inc. [New Jersey] United States of America (1) United Agent Group Inc. [New Mexico] United States of America (1) United Agent Group Inc. [New York] United States of America (1) United Agent Group Inc. [North Carolina] United States of America (1) United Agent Group Inc. [North Dakota] United States of America (1) United Agent Group Inc. [Ohio] United States of America (1) United Agent Group Inc. [Oklahoma] United States of America (1) United Agent Group Inc. [Oregon] United States of America (1) United Agent Group Inc. [Pennsylvania] United States of America (1) United Agent Group Inc. [Rhode Island] United States of America (1) United Agent Group Inc. [South Carolina] United States of America (1) United Agent Group Inc. [South Dakota] United States of America (1) United Agent Group Inc. [Tennessee] United States of America (1) United Agent Group Inc. [Texas] United States of America (1) United Agent Group Inc. [Utah] United States of America (1) United Agent Group Inc. [Vermont] United States of America (1) United Agent Group Inc. [Virginia] United States of America (1) United Agent Group Inc. [Washington] United States of America (1) United Agent Group Inc. [Washington D.C.] United States of America (1) United Agent Group Inc. [West Virginia] United States of America (1) United Agent Group Inc. [Wisconsin] United States of America (1) United Agent Group Inc. [Wyoming] United States of America (1) United Agent Group Management LLC United States of America (1) Worldwide Nominee LLC United States of America (1) Worldwide Incorporators Ltd. United States of America (1) |
100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 |
1 Controlled entities which form part of the Group are audited by PricewaterhouseCoopers member firms for the purposes of the Group audit and/or local statutory audits.
2 These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 with Computershare Limited which provides that all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on the winding-up of that company. As a result of ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 these companies are relieved from the requirement to prepare a financial report and directors’ report.
3 These companies became controlled entities during the year ended 30 June 2024.
4 These companies ceased to be controlled entities during the year ended 30 June 2024.
5 Controlled entities which form part of the Group that have local statutory audits performed by firms other than PricewaterhouseCoopers member firms.
122
32. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Investments in associates and joint ventures are accounted for using the equity method of accounting. Under this method, the investments are initially recognised at cost and the carrying value is subsequently adjusted for increases or decreases in the Group’s share of post-acquisition profit or loss and movements in other comprehensive income. The Group’s share of post-acquisition profits or losses from investments in associates and joint ventures is recognised in the profit or loss. Dividends received or receivable are recognised as a reduction of the carrying amount of the investment.
Set out below are the associates and joint ventures of the Group at 30 June 2024:
| Name | Place of incorporation |
Principal activity |
Ownership interest |
Ownership interest |
Consolidated carrying amount |
Consolidated carrying amount |
|---|---|---|---|---|---|---|
| June 2024 % |
June 2023 % |
June 2024 $000 |
June 2023 $000 |
|||
| Associates Expandi Ltd United Kingdom Investor Services 25 25 6,567 6,757 Reach LawTech Pty Ltd Australia Investor Services 46.5 46.5 - - The Reach Agency Holdings Pty Ltd Australia Investor Services 46.5 46.5 1,972 1,587 Joint ventures Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 - - |
||||||
| Total investment in associates and joint ventures 8,539 8,344 |
The movements in the carrying amount of equity accounted investments in associates and joint ventures are as follows:
| Associates and joint ventures |
Associates and joint ventures |
|---|---|
| 2024 $000 |
2023 $000 |
| Carrying amount at the beginning of the financial year 8,344 8,380 Share of net result (after income tax) 431 295 Dividends received (276) (565) Share of movement in reserves 40 234 |
|
| Carrying amount at the end of the financial year 8,539 8,344 |
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33. DEED OF CROSS GUARANTEE
Computershare Limited and each wholly-owned subsidiary party to a deed of cross guarantee dated 26 June 2008 (together the “Closed Group”) are listed in note 30. Set out below is a consolidated statement of comprehensive income, a consolidated statement of financial position and a summary of movements in consolidated retained earnings of the Closed Group for the year ended 30 June 2024.
| Computershare Limited Closed Group ‑ Statement of financial position | 2024 $000 |
2023 $000 |
|---|---|---|
| Current assets Cash and cash equivalents 76,367 50,315 Receivables 149,396 95,945 Inventories 563 702 Current tax assets - - Other current assets 10,236 7,210 Derivative financial instruments - 6,100 |
||
| Total current assets 236,562 160,272 |
||
| Non‑current assets Receivables - 1,711 Other financial assets 2,697,968 2,635,051 Property, plant and equipment 18,116 14,875 Right-of-use assets 17,101 24,433 Deferred tax assets 136,220 128,261 Intangibles 111,193 110,277 Derivative financial instruments - 653 Other 614 561 |
||
| Total non‑current assets 2,981,212 2,915,822 |
||
| Total assets 3,217,774 3,076,094 |
||
| Current liabilities Payables 108,080 60,226 Borrowings - 60,000 Lease liabilities 5,628 6,002 Current tax liabilities 218 5,410 Provisions - 46 Derivative financial instruments 346 6,558 |
||
| Total current liabilities 114,272 138,242 |
||
| Non‑current liabilities Payables 29 350 Borrowings 78,886 108,838 Lease liabilities 20,273 28,211 Deferred tax liabilities 9,237 9,886 Provisions 12,201 11,481 Derivative financial instruments 291,135 282,786 |
||
| Total non‑current liabilities 411,761 441,552 |
||
| Total liabilities 526,033 579,794 |
||
| Net assets 2,691,741 2,496,300 |
||
| Equity Contributed equity – ordinary shares 308,167 519,299 Reserves (513,920) (512,837) Retained earnings 2,897,494 2,489,838 |
||
| Total equity 2,691,741 2,496,300 |
124
| Computershare Limited Closed Group ‑ Statement of comprehensive income | 2024 $000 |
2023 $000 |
|---|---|---|
| Revenues from continuing operations Sales revenue 183,884 188,890 Other revenue 831,974 1,092,557 |
||
| Total revenue from continuing operations 1,015,858 1,281,447 |
||
| Other income 10,608 19,519 Expenses Direct services 141,524 234,554 Technology costs 52,228 50,837 Corporate services 50,954 40,219 Finance costs 43,093 43,852 |
||
| Total expenses 287,799 369,462 |
||
| Share of net profit/(loss) of associates and joint ventures accounted for using the equity method (363) (20) |
||
| Profit before income tax expense 738,304 931,484 Income tax expense/(credit) 18,648 9,354 |
||
| Profit for the year 719,656 922,130 |
||
| Other comprehensive income Cash flow hedges (10,080) (224,698) Exchange differences on translation of foreign operations 6,653 (89,695) Income tax relating to components of other comprehensive income 3,024 67,410 |
||
| Total other comprehensive income for the year, net of tax (403) (246,983) |
||
| Total comprehensive income for the year 719,253 675,147 |
||
| Set out below is a summary of movements in consolidated retained profits for the year of the Closed Group. Retained earnings at the beginning of the financial year 2,489,838 1,811,243 Profit for the year 719,656 922,130 Dividends provided for or paid (312,000) (243,535) |
||
| Retained earnings at the end of the financial year 2,897,494 2,489,838 |
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34. PARENT ENTITY FINANCIAL INFORMATION
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
| (a) Summary financial information The individual financial statements for the parent entity show the following aggregate amounts: |
||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Balance sheet Current assets 352,087 68,899 Non-current assets 1,383,041 1,462,765 |
||
| Total assets 1,735,128 1,531,664 |
||
| Current liabilities 302,383 28,022 Non-current liabilities 82,627 195,433 |
||
| Total liabilities 385,010 223,455 |
||
| Equity Contributed equity - ordinary shares 308,167 519,299 Reserves Capital redemption reserve 2 2 Foreign currency translation reserve (39,084) (29,954) Share-based payment reserve 20,977 21,314 Equity related consideration (2,327) (2,327) Retained earnings 1,062,383 799,875 |
||
| Total equity 1,350,118 1,308,209 |
||
| Profit/(loss) attributable to members of the parent entity 574,634 828,356 |
||
| Total comprehensive income attributable to members of the parent entity 565,504 790,605 |
(b) Guarantees
The parent entity’s financial guarantees have been outlined in note 35.
(c) Contingent liabilities
The parent entity did not have any contingent liabilities as at 30 June 2024 or 30 June 2023 other than the matters outlined in note 35.
(d) Parent entity financial information
The financial information for the parent entity, Computershare Limited has been prepared on the same basis as the consolidated financial statements, except as set out below.
Investments in controlled entities, associates and joint venture entities
Investments in controlled entities, associates and joint venture entities are accounted for at cost in the financial statements of Computershare Limited. Dividends received from associates and joint ventures are recognised in the parent entity’s profit or loss, rather than being deducted from the carrying amount of these investments.
Tax consolidation legislation
Computershare Limited and its wholly-owned Australian controlled entities formed a tax consolidation group with effect from 1 July 2002.
Members of the tax consolidated group also entered into a tax sharing deed, which includes a tax funding arrangement. As a consequence, Computershare Limited, as the head entity in the tax consolidation group, has recognised the current tax liability (or receivable) relating to the wholly owned Australian controlled entities in this group in the financial statements as if that liability (or receivable) was its own. Amounts receivable or payable under the tax sharing deed are recognised separately as intercompany payables or receivables.
126
35. CONTINGENT LIABILITIES
(a) Guarantees and Indemnities
Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK) (No. 3) Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc. and Computershare Investor Services Inc are parties to a Guarantor Deed Poll dated 11 April 2018 in respect to the following Facility Agreements:
-
$550.0 million four-year USD Syndicated Facility Agreement executed on 24 November 2023;
-
$550.0 million three-year multi-currency Syndicated Facility Agreement executed on 23 September 2022.
Guarantees and indemnities of EUR 500.0 million have been given to European Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 7 October 2021.
Guarantees and indemnities of AUD 300.0 million have been given to Australian Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 30 November 2021.
Guarantees and indemnities of $550.0 million (2023: $770.0 million) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc., Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement dated 9 February 2012 and 20 November 2018.
Bank guarantees of AUD 1.8 million (2023: AUD 2.6 million) have been given in respect of facilities provided to Australian subsidiaries.
Bank guarantees of ZAR 6.3 million (2023: ZAR 6.3 million) have been given in respect of facilities provided to South African subsidiaries.
A performance guarantee of ZAR 32.0 million (2023: ZAR 32.0 million) has been given by Computershare (Pty) Ltd to provide security for the performance of obligations as a Central Securities Depository Participant.
(b) Legal and Regulatory Matters
Regulatory, tax and commercial claims have been made against the consolidated entity in various countries in the normal course of business. An inherent difficulty in predicting the outcome of such matters exists. Based on current knowledge of the Group, an appropriate liability is recognised on the consolidated balance sheet if future cash outflows are considered probable with regard to such claims. The status of the claims is monitored by management on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s financial statements.
(c) Other
The Group is subject to regulatory capital requirements administered by relevant regulatory bodies in countries where Computershare operates. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers in these markets. Adherence to capital requirements is closely monitored by the Group.
Computershare Limited (Australia) has issued a letter of warrant to Computershare (Pty) Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least ZAR 455.0 million (2023: ZAR 455.0 million).
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated controlled entities are $29.5 million (2023: $33.0 million). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.
Computershare Limited (Australia), as the parent entity, has undertaken to own, either directly or indirectly, all of the equity interests and to guarantee performance of the obligations of Computershare Investor Services Pty Ltd, Computershare Trust Company NA, Georgeson LLC, Georgeson Securities Corporation, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by BMO Harris Bank, Chicago.
127
36. COMMITMENTS
(a) Retirement benefits
Defined Contribution Funds
The Group maintains defined contribution superannuation schemes which provide benefits to all employees upon their disability, retirement or death. Employee contributions to the funds are based upon various percentages of employees’ gross salaries as set out below:
Australian controlled entities contribute to the defined contribution funds as follows:
-
Category 1 – Management (employer contributions, voluntary employee contributions)
-
Category 2 – Staff (statutory employer contributions of 11%)
-
Category 3 – SG (Superannuation Guarantee) Staff and casual and fixed term employees (statutory employer contributions, voluntary employee contributions)
Foreign controlled entities contribute to the defined contribution funds as follows:
-
United Kingdom entities – between 1% and 10% of employees’ gross salaries depending upon years of service
-
United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees’ eligible compensation
-
Canadian entities – between 2% and 7% of employees’ base salaries dependent upon years of service
-
South African entities – 12% of employees’ gross salaries
-
New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base salaries
-
Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service
Defined Benefit Funds
The Group operates a defined benefit plan in Switzerland. Refer to note 24 for more information on this plan.
(b) Lease Liabilities
The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. The Group has recognised right-of-use assets and lease liabilities (note 22) for these leases except for short-term and low-value assets.
37. CAPITAL EXPENDITURE COMMITMENTS
Capital expenditure commitments contracted for at balance date but not recorded in the financial statements are as follows:
| 2024 $000 |
2023 $000 |
|
|---|---|---|
| Plant and equipment 1,431 1,918 |
||
| 1,431 1,918 |
38. SIGNIFICANT EVENTS AFTER YEAR END
No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this financial report that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.
128
39. RELATED PARTY DISCLOSURES
Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the remuneration report.
| Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the remuneration report. |
Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the remuneration report. |
Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the remuneration report. |
|---|---|---|
| Directors’ shareholdings Shares in the parent entity |
||
| 2024 | 2023 | |
| Ordinary shares held at the end of the financial year 212,814 183,639 Net ordinary shares purchased/(sold) by directors during the financial year (270,853) (222,155) |
||
| 2024 $ |
2023 $ |
|
| Ordinary dividends received during the year in respect of those ordinary shares 103,988 100,324 |
(a) Wholly owned Group – intercompany transactions and outstanding balances
The parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:
-
Loans were advanced and repayments received on loans and intercompany accounts
-
Fees were exchanged between entities
-
Interest was charged between entities
-
The parent entity and its Australian controlled entities have been parties to a tax sharing deed, which includes a tax funding arrangement (note 34)
-
Dividends were paid between entities
-
Bank guarantees were provided by the parent entity to its controlled entities (note 35)
These transactions were undertaken on commercial terms and conditions.
Ultimate controlling entity
The ultimate controlling entity of the Group is Computershare Limited.
(b) Ownership interests in related parties
Interests in controlled entities are set out in note 31. Interests held in associates and joint ventures are disclosed in note 32.
(c) Transactions with associates and joint ventures
The following transactions were entered into with associates and joint ventures:
| (c) Transactions with associates and joint ventures The following transactions were entered into with associates and joint ventures: |
||
|---|---|---|
| 2024 $ |
2023 $ |
|
| Sales and purchases of goods and services Sales to 187,429 201,043 Purchases from 2,279,541 3,003,847 Outstanding balances arising from sales and purchases of goods and services Trade receivables 139,663 84,355 Trade payables 30,081 97,049 |
(d) Other
Joseph Velli, who is a director of Computershare Limited, is also a director of Cognizant Technology Solutions Corporation, which supplies IT and business outsource services to the consolidated entity. The Group has considered this relationship and concluded that it does not have any impact on his capacity to bring an independent judgement to bear on issues before the Computershare Board. Cognizant Technology Solutions Corporation is not a related party of the Group.
129
40. KEY MANAGEMENT PERSONNEL DISCLOSURES
Key management personnel compensation
| Key management personnel compensation | ||
|---|---|---|
| 2024 $ |
2023 $ |
|
| Short-term employee benefits 6,782,307 6,388,386 Other long-term benefits 97,280 20,706 Post-employment benefits 139,345 158,255 Share-based payments 3,666,545 3,330,943 Other 75,406 27,441 |
||
| Total 10,760,883 9,925,731 |
For detailed remuneration disclosures please refer to sections 1 to 6 of the remuneration report within the Directors’ Report.
41. EMPLOYEE AND EXECUTIVE BENEFITS
Certain employees are entitled to participate in share and performance rights schemes. A transaction is classified as share-based compensation where the Group receives services from an employee and pays for these in shares or similar equity instruments.
For each of the Group’s share plans, the fair value is measured at grant date and the expense is recognised over the relevant vesting period in the income statement with a corresponding increase in the share-based payments reserve. The expense is adjusted to reflect actual and expected levels of vesting.
(a) Share plans
Exempt Employee Share Plan
Computershare operates an Exempt Employee Share Plan which provides Australian based employees the opportunity to acquire shares in Computershare Limited. Each year, participating employees can make contributions from their pre-tax salary to acquire AUD 500 worth of shares. Such employee contributions are matched by the Group with an additional AUD 500 worth of shares being acquired for each participating employee. All permanent employees in Australia with at least six months service and employed at the allocation date are entitled to participate in this plan.
Deferred Employee Share Plan
Computershare also operates a Deferred Employee Share Plan where Computershare matches dollar for dollar employee pre-tax contributions to a maximum of AUD 3,000 per employee. Shares purchased and funded by an employee’s pre-tax salary must remain in the plan for a minimum of one year. Matching shares funded by the Group must be kept in the plan for a minimum of two years or they will be forfeited. All permanent employees in Australia employed at the allocation date are entitled to participate in this plan. Similar contribution plans have been made available to employees in other jurisdictions where the Group has operations, including New Zealand, Hong Kong, China, the United Kingdom, Ireland, Jersey, Germany, Canada, South Africa and the US.
Deferred Short‑Term Incentive (DSTI) Share Plan
The Group also provides DSTI awards to employees as part of the group’s STI incentive plans. Recipients of DSTI awards must complete specified periods of service as a minimum before any share awards under the DSTI plan become unrestricted. Shares in Computershare Limited may also be provided to selected employees on a discretionary basis for retention or similar purposes.
Restricted Equity Share Plan
The Group operates a Restricted Equity Plan as part of fixed pay for senior executives excluding the CEO, CFO and COO. Under the Plan, a small portion of fixed remuneration (10%) is provided as Restricted Shares that will vest after three years based on continued service. Shares in Computershare Limited are provided to selected employees for retention purposes.
| Ordinary shares | Ordinary shares | |
|---|---|---|
| Number of employee shares held | 2024 | 2023 |
| Opening balance 11,659,384 11,619,817 Shares purchased on the market 2,719,187 4,192,158 Forfeited shares reissued 300,219 (922,523) Shares forfeited (79,374) (123,215) Shares withdrawn (3,011,090) (3,106,853) |
||
| Closingbalance 11,588,326 11,659,384 |
||
| Fair value of sharesgranted through the employee shareplan ($000)1 49,135 51,960 |
1 Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian Securities Exchange on the allocation date. The average price per share purchased on market was AUD $24.50.
130
Phantom Share Awards Plan
The Phantom Share Awards Plan (Phantom Plan) is as an alternative to the DSTI Share Plan to employees who are resident for tax purposes in countries where the taxation and/or legal requirements mean the DSTI Share Plan does not achieve the most effective outcome for Computershare or those employees. Awards under the Phantom Plan are cash-settled and vest after specified periods of service have been completed.
(b) Long‑Term Incentive Plan
Performance rights and share appreciation rights
The Company offers a long-term incentive plan (LTIP) to eligible key management personnel and senior group executives.
The LTIP plan comprises awards of performance rights or other equity instruments that are subject to performance hurdles. Rights are granted for no consideration and carry no dividend or voting rights. Each performance right carries an entitlement for the participant to be granted one fully paid ordinary share in Computershare Limited subject to satisfaction of the applicable performance hurdles and continued employment over a three year performance period. Under the FY2019 and FY2020 LTIP, 50% of each award of performance rights was subject to an EPS hurdle and 50% was subject to a TSR performance hurdle.
In FY2021, a transitional LTIP was introduced for that financial year only which was designed to support the Group’s recovery from the economic impacts of the covid-19 pandemic. The FY2021 LTIP award comprised 50% a grant of performance rights subject to a TSR performance hurdle and the other 50% a grant of Share Appreciation Rights (SARs). A share-settled SAR entitles the participant to a payment (in Company shares) at the end of the performance period equivalent to the amount by which the underlying Company share price has increased since the right was granted.
In FY2022, Computershare reverted to an LTIP which comprised an award of performance rights subject to performance hurdles. Since then 40% of each award of performance rights is subject to a TSR performance hurdle, 30% is subject to a Management EPS excluding margin income hurdle and 30% is subject to a Return on Invested Capital (ROIC) hurdle.
Set out below are summaries of performance rights and SARs granted under the LTIP:
Performance rights
==> picture [510 x 37] intentionally omitted <==
----- Start of picture text -----
Grant date Approximate Balance at Granted Exercised Lapsed Balance at Exercisable
exercise Exercise beginning of during the during during end of at end of
date price the year year the year the year the year the year
----- End of picture text -----
| 27 Nov 2020 29 Nov 2021 |
Sep 2023 Sep 2024 |
$0.00 $0.00 |
390,394 667,099 |
- - |
(390,394) - |
- (10,799) |
- 656,300 |
- - |
|---|---|---|---|---|---|---|---|---|
| 28 Nov 2022 | Sep 2025 | $0.00 | 506,929 | - | - | (16,406) | 490,523 | - |
| 22 Mar 2024 | Sep 2026 | $0.00 | - | 547,266 | - | - | 547,266 | |
| Total | 1,564,422 | 547,266 | (390,394) | (27,205) | 1,694,089 | - | ||
| Share appreciation rights | ||||||||
| 27 Nov 2020 | Sep 2023 | $0.00 | 1,381,710 | - | (1,381,710) | - | - | - |
| Total | 1,381,710 | - | (1,381,710) | - | - | - |
The fair value of performance rights granted under the 2024 LTI plan were assessed using the following parameters:
==> picture [510 x 19] intentionally omitted <==
----- Start of picture text -----
2024 Plan TSR 2024 Plan EPS Ex MI 2024 Plan ROIC
----- End of picture text -----
| 2024 Plan TSR | 2024 Plan EPS Ex MI | 2024 Plan ROIC | |
|---|---|---|---|
| Grant Date Hurdle start date Hurdle end date |
22 March 2024 1 July 2023 30 June 2026 |
22 March 2024 1 July 2023 30 June 2026 |
22 March 2024 1 July 2023 30 June 2026 |
| Share price at grant date | AUD 25.64 | AUD 25.64 | AUD 25.64 |
| Fair value at measurement date (i) | AUD 15.68 | AUD 23.76 | AUD 23.76 |
| Exercise price Expected volatility (ii) Option life Expected dividend yield p.a (iii) Risk free rate p.a. (iv) |
AUD 0.00 24.87% 2.44 years 3.12% 3.71% |
AUD 0.00 24.87% 2.44 years 3.12% 3.71% |
AUD 0.00 24.87% 2.44 years 3.12% 3.71% |
(i) To calculate fair value, a Monte Carlo simulation was used to estimate the likelihood of achieving the relative TSR hurdles. For the EPS Ex MI and ROIC hurdles, the Black-Scholes-Merton model was used to estimate the fair value.
(ii) Expected volatility is based on historical daily share price for the three-year period preceding the grant date.
(iii) Expected dividend yield is based on historic yield for the three-year period immediately preceding the grant date.
(iv) Risk free interest rate is based on the three-year zero-coupon Australian government bonds at grant date.
131
(c) Employee benefits recognised
| (c) Employee benefits recognised | ||
|---|---|---|
| 2024 $000 |
2023 $000 |
|
| Performance rights expense 4,807 3,684 Share plan and options expense 29,939 31,505 Aggregate employee entitlement liability (note 23 and 24) 54,201 49,342 |
42. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its network firms and non-related audit firms:
Assurance services:
| Assurance services: | ||
|---|---|---|
| Auditing or review of financial statements | ||
| - PricewaterhouseCoopers Australia | 1,798 | 1,500 |
| - Network firms of PricewaterhouseCoopers Australia | 4,152 | 4,364 |
| 5,950 | 5,864 | |
| Regulatory assurance and other required engagements by local regulations | ||
| - PricewaterhouseCoopers Australia | 40 | 40 |
| - Network firms of PricewaterhouseCoopers Australia | 2,814 | 2,993 |
| 2,854 | 3,033 | |
| Assurance services required by Computershare’s clients’ financial statement (statutory) auditors | ||
| - PricewaterhouseCoopers Australia | 449 | 440 |
| - Network firms of PricewaterhouseCoopers Australia | 3,641 | 2,482 |
| 4,090 | 2,922 | |
| Other assurance related services | ||
| - PricewaterhouseCoopers Australia | - | - |
| - Network firms of PricewaterhouseCoopers Australia | - | 22 |
| - | 22 | |
| Total assurance services fees | 12,894 | 11,841 |
| Other non‑assurance services: | ||
| Taxation compliance services | ||
| - Network firms of PricewaterhouseCoopers Australia | 172 | 188 |
| 172 | 188 | |
| Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its | ||
| affiliates for: | ||
| Auditing or review of financial statements | 5 | 21 |
| 5 | 21 | |
| Total | 13,071 | 12,050 |
Assurance services consist of services traditionally performed by the independent external auditor of the Group. While in addition to their statutory audit role, these services are consistent with the role of the external auditor and include other assurance services such as regulatory assurance services related to services provided by the external auditor to comply with local laws and regulations and Third-Party Assurance reports required by Computershare’s clients’ financial statement (statutory) auditors who rely on these Third-Party Assurance reports.
It is Computershare’s policy to engage PricewaterhouseCoopers Australia or any of its related network firms on assignments additional to the statutory audit duties, only if its independence is not impaired or seen to be impaired, and where its expertise and experience with Computershare is important. The Risk and Audit Committee has considered the non-audit services provided by PricewaterhouseCoopers Australia and its related network firms is required to comply with Securities and Exchange Commission (SEC) and International Ethics Standards Board for Accountants (IESBA) requirements in relation to non-audit services and is satisfied that the services and level of fees are compatible with maintaining auditors’ independence. All such services are approved in accordance with pre-approved policies and procedures.
132
CONSOLIDATED ENTITY DISCLOSURE STATEMENT AS OF 30 JUNE 2024
| AS OF 30 JUNE 2024 | ||||||
|---|---|---|---|---|---|---|
| Entity Name |
Entity type | Trustee, partner or partici‑ pant in JV |
% of share Capital |
Country of Incorporation |
Australian resident or foreign resident |
Foreign jurisdiction(s) of foreign residence |
| Computershare Limited Body corporate - ‑ Australia Australia ‑ A.C.N. 080 903 957 Pty Ltd Body corporate Partner 100 Australia Australia ‑ A.C.N. 081 035 752 Pty Ltd Body corporate Partner 100 Australia Australia ‑ CDS International Pty Limited Body corporate - 100 Australia Australia ‑ Communication Services Australia Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Clearing Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Communication Services Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Dealing Services Pty Ltd Body corporate - 100 Australia Australia ‑ Computershare Depositary Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Finance Company Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Investor Services Pty Limited Body corporate - 100 Australia Australia ‑ Computershare Plan Co Pty Ltd Body corporate - 100 Australia Australia ‑ Computershare Plan Managers Pty Ltd Body corporate - 100 Australia Australia ‑ Computershare Technology Services Pty Ltd Body corporate - 100 Australia Australia ‑ Computershare Utility Services Pty Ltd Body corporate - 100 Australia Australia ‑ CPU Share Plans Pty Limited Body corporate - 100 Australia Australia ‑ CRS Custodian Pty Ltd Body corporate - 100 Australia Australia ‑ Financial Market Software Consultants Pty Ltd Body corporate - 100 Australia Australia ‑ Georgeson Shareholder Communications Australia Pty. Ltd. Body corporate - 100 Australia Australia ‑ Global eDelivery Group Pty Ltd Body corporate - 100 Australia Australia ‑ Obadele Pty Ltd Body corporate - 100 Australia Australia ‑ Q M Industries (N.S.W.) Pty. Ltd. Body corporate - 100 Australia Australia ‑ Registrars Holding Pty Ltd Body corporate - 100 Australia Australia ‑ Sepon (Australia) Pty. Limited Body corporate - 100 Australia Australia ‑ Source One Communications Australia Pty Ltd Body corporate - 100 Australia Australia ‑ Switchwise Pty Ltd Body corporate - 100 Australia Australia ‑ Computershare Investor Services (Bermuda) Limited Body corporate - 100 Bermuda Foreign Bermuda Computershare Investor Services (BVI) Limited Body corporate - 100 British Virgin Islands Foreign N/A Computershare Canada Inc. Body corporate - 100 Canada Foreign Canada Computershare Governance Services Ltd. Body corporate - 100 Canada Foreign Canada Computershare Investments (Canada) (No.1) ULC Body corporate - 100 Canada Foreign Canada Computershare Investor Services Inc. Body corporate - 100 Canada Foreign Canada Computershare Technology Services Inc. Body corporate - 100 Canada Foreign Canada Computershare Trust Company of Canada Body corporate - 100 Canada Foreign Canada Georgeson Shareholder Communications Canada Inc. Body corporate - 100 Canada Foreign Canada SyncBASE Inc. Body corporate - 100 Canada Foreign Canada Computershare Investor Services (Cayman) Limited Body corporate - 100 Cayman Islands Foreign N/A Computershare International Information Consultancy Services (Beijing) Company Limited Body corporate - 100 China Foreign China Computershare A/S Body corporate - 100 Denmark Foreign Denmark Georgeson Shareholder SAS Body corporate - 100 France Foreign France Computershare Communication Services GmbH Body corporate - 100 Germany Foreign Germany Computershare Deutschland GmbH & Co. KG Partnership - N/A N/A N/A N/A Computershare Governance Services GmbH Body corporate - 100 Germany Foreign Germany Computershare Verwaltungs GmbH Body corporate Partner 100 Germany Foreign Germany Computershare Investor Services (Guernsey) Body corporate - 100 Guernsey Foreign Guernsey |
Computershare Communication Services GmbH Computershare Deutschland GmbH & Co. KG Computershare Governance Services GmbH Computershare Verwaltungs GmbH Computershare Investor Services (Guernsey) Limited
133
| Entity Name | Entity type | Trustee, partner or partici‑ pant in JV |
% of share Capital |
Country of Incorporation |
Australian resident or foreign resident |
Foreign jurisdiction(s) of foreign residence |
|---|---|---|---|---|---|---|
| Computershare Asia Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Hong Kong Development Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Hong Kong Investor Services Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Hong Kong Nominees Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Hong Kong Trustees Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Investor Services Limited Body corporate - 100 Hong Kong Foreign Hong Kong Hong Kong Registrars Limited Body corporate - 100 Hong Kong Foreign Hong Kong Computershare Business Support Services Private Limited Body corporate - 100 India Foreign India Computershare Governance Services Limited Body corporate - 100 Ireland Foreign Ireland Computershare Investor Services (Ireland) Limited Body corporate - 100 Ireland Foreign Ireland Computershare Services Nominees (Ireland) Limited Body corporate - 100 Ireland Foreign Ireland Computershare Nominees (Ireland) Limited Body corporate - 100 Ireland Foreign Ireland Computershare Trustees (Ireland) Limited Body corporate - 100 Ireland Foreign Ireland Computershare Italy S.r.l. Body corporate - 100 Italy Foreign Italy Computershare S.p.A. Body corporate - 100 Italy Foreign Italy Georgeson S.r.l. Body corporate - 100 Italy Foreign Italy Proxitalia S.r.l. Body corporate - 100 Italy Foreign Italy Computershare Company Secretarial Services (Jersey) Limited Body corporate - 100 Jersey Foreign Jersey Computershare DR Nominees Limited Body corporate - 100 Jersey Foreign Jersey Computershare Investor Services (Jersey) Limited Body corporate - 100 Jersey Foreign Jersey Computershare Nominees (Channel Islands) Limited Body corporate - 100 Jersey Foreign Jersey Computershare Offshore Services Limited Body corporate - 100 Jersey Foreign Jersey Computershare Treasury Services Limited Body corporate - 100 Jersey Foreign Jersey Computershare Trustees (C.I.) Limited Body corporate - 100 Jersey Foreign Jersey Computershare Trustees (Jersey) Limited Body corporate - 100 Jersey Foreign Jersey Computershare Netherlands B.V. Body corporate - 100 Netherlands Foreign Netherlands Computershare Investor Services Limited Body corporate - 100 New Zealand Foreign New Zealand Computershare Nominees NZ Limited Body corporate - 100 New Zealand Foreign New Zealand ConnectNow New Zealand Limited Body corporate - 100 New Zealand Foreign New Zealand CRS Nominees Limited Body corporate - 100 New Zealand Foreign New Zealand Equatex Employee Services AS Body corporate - 100 Norway Foreign Norway Equatex Norway AS Body corporate - 100 Norway Foreign Norway Equatex Poland Sp. Z.o.o. Body corporate - 100 Poland Foreign Poland CIS Company Secretaries (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Computershare (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Computershare Investor Services (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Computershare Nominees (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Computershare Outsourcing (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Computershare South Africa (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Minu (Pty) Ltd Body corporate - 74 South Africa Foreign South Africa Georgeson S.L Body corporate - 100 Spain Foreign Spain Computershare AB Body corporate - 100 Sweden Foreign Sweden Computershare Schweiz AG Body corporate - 100 Switzerland Foreign Switzerland Computershare Technology Services AG Body corporate - 100 Switzerland Foreign Switzerland Equatex AG Body corporate - 100 Switzerland Foreign Switzerland Equatex Group Holding AG Body corporate - 100 Switzerland Foreign Switzerland |
134
| Entity Name | Entity type | Trustee, partner or partici‑ pant in JV |
% of share Capital |
Country of Incorporation |
Australian resident or foreign resident |
Foreign jurisdiction(s) of foreign residence |
|---|---|---|---|---|---|---|
| Baseline Capital Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Company Nominees Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Governance Services (UK) Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Investments (UK) (No.3) Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Investments (UK) (No.8) Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Investor Services Plc Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Limited Body corporate JV Participant 100 United Kingdom Foreign United Kingdom Computershare Mortgage Services Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Services Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Services Nominees Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Technology Services (UK) Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Trustees Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Voucher Services Limited Body corporate - 100 United Kingdom Foreign United Kingdom Credit Advisory Services Limited Body corporate - 100 United Kingdom Foreign United Kingdom DPS Trustees Limited Body corporate - 100 United Kingdom Foreign United Kingdom EES Capital Trustees Limited Body corporate - 100 United Kingdom Foreign United Kingdom EES Corporate Trustees Limited Body corporate - 100 United Kingdom Foreign United Kingdom EES Trustees Limited Body corporate - 100 United Kingdom Foreign United Kingdom Equatex UK Ltd Body corporate - 100 United Kingdom Foreign United Kingdom Equatex UK Nominee Ltd Body corporate - 100 United Kingdom Foreign United Kingdom Homeloan Management Limited Body corporate - 100 United Kingdom Foreign United Kingdom Rosolite Mortgages Limited Body corporate - 100 United Kingdom Foreign United Kingdom Siberite Mortgages Limited Body corporate - 100 United Kingdom Foreign United Kingdom Topaz Finance Limited Body corporate - 100 United Kingdom Foreign United Kingdom Computershare Communication Services Inc. Body corporate - 100 United States of America Foreign United States of America Computershare Delaware Trust Company Body corporate - 100 United States of America Foreign United States of America Computershare Governance Services Inc. Body corporate - 100 United States of America Foreign United States of America Computershare Holdings Inc. Body corporate - 100 United States of America Foreign United States of America Computershare Inc. Body corporate - 100 United States of America Foreign United States of America Computershare Technology Services, Inc. Body corporate - 100 United States of America Foreign United States of America Computershare Trust Company, N.A. Body corporate - 100 United States of America Foreign United States of America Computershare US Inc. Body corporate - 100 United States of America Foreign United States of America Computershare US Investments LLC Body corporate - 100 United States of America Foreign United States of America Computershare US Services Inc. Body corporate - 100 United States of America Foreign United States of America Georgeson LLC Body corporate - 100 United States of America Foreign United States of America Georgeson Securities Corporation Body corporate - 100 United States of America Foreign United States of America GTU Ops Inc. Body corporate - 100 United States of America Foreign United States of America Looking Glass Trust I Trust - N/A N/A N/A N/A RCNG LLC Body corporate - 100 United States of America Foreign United States of America Verbatim LLC Body corporate - 100 United States of America Foreign United States of America Corporate Creations Florida LLC Body corporate - 100 United States of America Foreign United States of America Corporate Creations Management LLC Body corporate - 100 United States of America Foreign United States of America Corporate Creations Mississippi LLC Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [Arkansas] Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [California] Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [Florida] Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [Hawaii] Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [Kansas] Body corporate - 100 United States of America Foreign United States of America |
135
| Entity Name | Entity type | Trustee, partner or partici‑ pant in JV |
% of share Capital |
Country of Incorporation |
Australian resident or foreign resident |
Foreign jurisdiction(s) of foreign residence |
|---|---|---|---|---|---|---|
| Corporate Creations Network Inc. [Maryland] Body corporate - 100 United States of America Foreign United States of America Corporate Creations Network Inc. [Oklahoma] Body corporate - 100 United States of America Foreign United States of America Corporate Creations New Mexico Inc. Body corporate - 100 United States of America Foreign United States of America Corporate Creations Puerto Rico, Inc. Body corporate - 100 Puerto Rico Foreign Puerto Rico United Agent Group Inc. Body corporate - 100 Puerto Rico Foreign Puerto Rico United Agent Group Inc. Body corporate - 100 US Virgin Islands Foreign US Virgin Islands United Agent Group Inc. [Alabama] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Alaska] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Arizona] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Arkansas] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [California] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Colorado] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Connecticut] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Delaware] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Florida] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Georgia] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Hawaii] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Idaho] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Illinois] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Indiana] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Iowa] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Kansas] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Kentucky] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Louisiana] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Maine] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Maryland] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Massachusetts] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Michigan] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Minnesota] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Mississippi] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Missouri] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Montana] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Nebraska] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Nevada] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [New Hampshire] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [New Jersey] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [New Mexico] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [New York] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [North Carolina] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [North Dakota] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Ohio] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Oklahoma] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Oregon] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Pennsylvania] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Rhode Island] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [South Carolina] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [South Dakota] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Tennessee] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Texas] Body corporate - 100 United States of America Foreign United States of America |
136
| Entity Name | Entity type | Trustee, partner or partici‑ pant in JV |
% of share Capital |
Country of Incorporation |
Australian resident or foreign resident |
Foreign jurisdiction(s) of foreign residence |
|---|---|---|---|---|---|---|
| United Agent Group Inc. [Utah] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Vermont] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Virginia] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Washington] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Washington D.C.] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [West Virginia] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Wisconsin] Body corporate - 100 United States of America Foreign United States of America United Agent Group Inc. [Wyoming] Body corporate - 100 United States of America Foreign United States of America United Agent Group Management LLC Body corporate - 100 United States of America Foreign United States of America Worldwide Nominee LLC Body corporate - 100 United States of America Foreign United States of America Worldwide Incorporators Ltd. Body corporate - 100 United States of America Foreign United States of America |
-
N/A - since no corporate income, capital gains or other direct taxes are currently imposed on corporations in the jurisdiction, corporate residency is not relevant.
-
Where companies have the same Entity Name and Country of Incorporation, the state of incorporation has been included in square brackets to distinguish between these separate legal entities.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
Determination of corporate tax residency
Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted, and which could give rise to a different conclusion on residency. The rules and guidance in respect of tax residency have been applied in good faith.
In determining tax residency, the consolidated entity has applied the following interpretations:
-
Australian tax residency: The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner’s public guidance in Tax Ruling TR 2018/5.
-
Foreign tax residency: The consolidated entity has applied current legislation, judicial precedent and practice in the determination of foreign tax residency.
Partnerships and trusts
Australian tax law generally does not contain corresponding residency tests for partnerships and trusts. These entities are typically taxed on a flow-through basis.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
137
DIRECTORS’ DECLARATION
In the directors’ opinion:
-
(a) the financial statements and notes set out on pages 66 to 131 are in accordance with the Corporations Act 2001 , including:
-
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the financial year ended on that date; and
-
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and
-
(c) the consolidated entity disclosure statement on pages 132 to 136 is true and correct; and
-
(d) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in note 31 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of cross guarantee described in note 33.
Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A of the Corporations Act 2001 .
Signed in accordance with a resolution of the directors.
PJ Reynolds Chairman 23 September 2024
SJ Irving Director
138
DECLARATION TO THE BOARD OF DIRECTORS
The Chief Executive Officer and Chief Financial Officer declare that:
-
(a) the financial records of the consolidated entity for the financial year ended 30 June 2024 have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
(b) the consolidated entity disclosure statement on pages 132 to 136 is true and correct; and
-
(c) the financial statements, and the notes to the financial statements, of the consolidated entity, for the financial year ended 30 June 2024:
-
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) give a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of their performance for the financial year ended on that date.
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SJ Irving Chief Executive Officer 23 September 2024
NSR Oldfield Chief Financial Officer
139
INDEPENDENT AUDITOR’S REPORT
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Independent auditor’s report
To the members of Computershare Limited
Report on the audit of the financial report
Our opinion
In our opinion:
-
(a) The accompanying financial report of Computershare Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001 , including:
-
(i) giving a true and fair view of the Group's financial position as at 30 June 2024 and of its financial performance for the year then ended
-
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
-
(b) The financial report and notes also comply with International Financial Reporting Standards as disclosed in Note 1.
What we have audited
The financial report comprises:
-
the consolidated statement of comprehensive income for the year ended 30 June 2024
-
the consolidated statement of financial position as at 30 June 2024
-
the consolidated statement of changes in equity for the year ended 30 June 2024
-
the consolidated cash flow statement for the year ended 30 June 2024
-
the notes to the consolidated financial statements, which include material accounting policy information and other explanatory information
-
the consolidated entity disclosure statement as at 30 June 2024
-
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
140
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Independence
We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates.
Audit scope Key audit matters Amongst other relevant topics, we communicated the impairment assessment of goodwill as a key audit matter to the Risk and Audit Committee.
Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events.
The Group operates in more than 20 countries, with the majority of its business based in two geographical locations – United States of America (USA) and United Kingdom (UK). The Group audit engagement team determined the nature, timing and extent of work that needed to be performed by it and by auditors operating under its instruction (component auditors). We structured our audit approach as follows:
This is further described in the Key audit matters section of our report.
-
We audited certain entities in USA and UK due to their financial significance to the Group.
-
We performed specified risk-focused procedures on certain account balances for other entities in Australia, USA, UK, Switzerland and Canada.
-
We carried out further procedures at the Group level, including procedures over consolidation and preparation of the consolidated financial statements.
For work performed by component auditors, we determined the level of involvement required from us in order to be able to conclude whether sufficient appropriate audit evidence had been obtained. Our involvement included discussions with component teams, written instructions, review of component auditor workpapers and holding meetings with component audit teams in Australia, USA, UK, and Switzerland.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context.
| Key audit matter | How our audit addressed the key audit matter | How our audit addressed the key audit matter |
|---|---|---|
| Impairment assessment of goodwill | To evaluate the Group’s assessment of the | |
| (Refer to Note 11 of the financial statements) | recoverable amounts of the CGUs, we performed a | |
| The Group has a goodwill balance of US $1,808 | number of procedures, including the following: | |
| million at 30 June 2024 (30 June 2023: US $1,913 | • | Obtained an understanding of and evaluating |
| million), representing approximately 35% (30 June | the Group’s relevant controls over the | |
| 2023: 31%) of the total assets of the Group. | impairment assessment of goodwill. | |
| The Group is required to perform an impairment | • | Assessed whether the identification and |
| assessment of its goodwill balance at least annually | division of the Group’s goodwill into CGUs, | |
| under Australian Accounting Standards. | was consistent with our knowledge of the | |
| The Group performed an impairment assessment over the goodwill balance by calculating the Value in |
Group’s operations and internal management reporting; |
|
| Use (VIU) using discounted cash flow models | • | Assessed whether the carrying value of each |
| (models) for each cash generating unit or groups of | CGU included all assets, liabilities and cash | |
| cash generating units (CGUs) separately identified | flows directly attributable to the CGU and a | |
| for impairment testing. | reasonable allocation of corporate overheads; | |
| On 1 May 2024, the Group disposed of the US | and | |
| Mortgage Servicing (“US MS”) business, which | • | Evaluated whether the methods applied in |
| formed a part of the Mortgage Services & Property | calculating and allocating carrying value and | |
| Rental Services operating segment. A relative fair | VIU to the identified CGUs were in line with | |
| value calculation was used in determining the | the requirements of Australian Accounting | |
| allocation of goodwill to businesses within the | Standards. | |
| Mortgage Services & Property Rental Services operating segment during the period. US $108.7m of |
In relation to the models, we performed the following procedures, amongst others: |
On 1 May 2024, the Group disposed of the US Mortgage Servicing (“US MS”) business, which formed a part of the Mortgage Services & Property Rental Services operating segment. A relative fair value calculation was used in determining the allocation of goodwill to businesses within the Mortgage Services & Property Rental Services operating segment during the period. US $108.7m of goodwill was allocated to the US MS business and was impaired as part of the disposal process.
- Assessed the mathematical accuracy of the models’ calculations, on a sample basis;
The recoverable amount of a CGU is contingent on future cash flows, amongst other key assumptions, and there is a risk that if these cash flows do not meet the Group’s expectations that the carrying value of goodwill may be impaired.
-
Compared the Group’s cash flow forecasts to Board approved business plans;
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Compared previous cash flow forecasts to actual results to assess the historical accuracy of the Group’s forecasting;
-
With the support of our valuation experts, we assessed the appropriateness of discount
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Key audit matter
The models prepared by the Group contain a number of significant judgements and estimates which have been applied to determine the following:
-
Discount rates;
-
Five-year cash flow forecasts; and
-
Earnings growth rates applied beyond the five-year cash flow forecasts (terminal growth rates).
The Group also performed a sensitivity analysis over the value-in-use calculations, by varying the assumptions used (terminal growth rate and discount rate) to assess the impact on the impairment assessment. For each CGU, the recoverable amount exceeds the carrying amount when testing for reasonably possible changes in key assumptions.
Given the level of judgement and the significance of the balance to the consolidated statement of financial position, the impairment assessment of goodwill was considered to be a key audit matter.
How our audit addressed the key audit matter
rates for a sample of CGUs, by comparing these to relevant external data:
-
Tested, on a sample basis, whether cash flow forecasts and terminal growth rates used in the models were consistent with our knowledge of current business conditions, externally derived data (where possible) and our understanding of the business; and
-
For each CGU, assessed the Group’s sensitivity analysis which included the Group’s assessment of reasonably possible changes to key assumptions.
In relation to the US MS disposal, we performed the following procedures, amongst others:
-
Compared the relative fair value used in the goodwill allocation calculation to the total consideration and results of the Group’s VIU calculations;
-
Assessed the mathematical accuracy of the relative fair value calculation;
-
Assessed the determination of the impairment of US $108.7m based off total consideration.
We also considered the reasonableness of the Group’s financial report disclosures made in Note 11 in relation to this matter in light of the requirements of Australian Accounting Standards.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2024, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
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If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report in accordance with Australian Accounting Standards and the Corporations Act 2001 including giving a true and fair view 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 Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor's report.
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Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June 2024.
In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2024 complies with section 300A of the Corporations Act 2001.
Responsibilities
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 Australian Auditing Standards.
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PricewaterhouseCoopers
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Marcus Laithwaite Partner
Melbourne 23 September 2024
145
SHAREHOLDER INFORMATION
This section contains additional information required by the Australian Securities Exchange Limited listing rules not disclosed elsewhere in this report.
SHAREHOLDINGS
Substantial Shareholders
The following information is extracted from the Company’s Register of Substantial Shareholders.
| Name | Number of ordinary shares |
Fully paid percentage |
|---|---|---|
| AustralianSuper Pty Ltd 70,984,945 12.05% State Street Corporation 44,040,229 7.47% BlackRock Group 36,491,751 6.19% Christopher John Morris 32,091,083 5.45% Vanguard Group 30,873,590 5.24% |
Class of shares and voting rights
At 13 September 2024 there were 40,036 holders of ordinary shares in the Company. The voting rights attaching to the ordinary shares set out in clause 4 of the Company’s Constitution are:
-
(a) the right to receive notice of and to attend and vote at all general meetings of the Company;
-
(b) the right to receive dividends; and
-
(c) in a winding up or a reduction of capital, the right to participate equally in the distribution of the assets of the Company (both capital and surplus), subject to any amounts unpaid on the Share and, in the case of a reduction, to the terms of the reduction.
Distribution of shareholders of shares as at 13 September 2024
| Distribution of shareholders of shares as at 13 September 2024 | ||
|---|---|---|
| Size of holding | Ordinary shareholders |
% of issued capital |
| 1 – 1,000 25,024 1.54 1,001 - 5,000 11,968 4.46 5,001 - 10,000 1,797 2.13 10,001 - 100,000 1,159 4.36 100,001 and over 88 87.51 |
||
| Total shareholders 40,036 100.00 |
There were 640 shareholders holding less than a marketable parcel of 18 ordinary shares as at 13 September 2024.
146
Twenty Largest Shareholders of ordinary shares as at 13 September 2024
| Twenty Largest Shareholders of ordinary shares as at 13 September 2024 | Twenty Largest Shareholders of ordinary shares as at 13 September 2024 |
|---|---|
| Ordinary shares | |
| Number | % |
| HSBC Custody Nominees (Australia) Limited 175,350,089 29.76 J P Morgan Nominees Australia Pty Limited 143,598,739 24.37 Citicorp Nominees Pty Limited 74,689,405 12.68 BNP Paribas Nominees Pty Ltd 10,481,758 1.78 Invia Custodian Pty Limited 9,801,402 1.66 Computershare Clearing Pty Ltd 8,770,994 1.49 Welas Pty Ltd 8,650,000 1.47 BNP Paribas Noms Pty Ltd 8,005,971 1.36 Finico Pty Ltd 7,257,557 1.23 BNP Paribas Nominees Pty Ltd 6,525,667 1.11 Citicorp Nominees Pty Limited 6,149,603 1.04 National Nominees Limited 6,080,128 1.03 Argo Investments Limited 5,350,000 0.91 Buttonwood Nominees Limited Pty Ltd 4,516,528 0.77 HSBC Custody Nominees (Australia) Limited 4,089,056 0.69 Australian Foundation Investment Company Limited 3,630,000 0.62 Netwealth Investments Limited 2,972,536 0.50 BNP Paribas Nominees Pty Ltd 2,608,774 0.44 Fraser Island Pty Ltd 2,558,093 0.43 Michele Jean O'Halloran 2,185,000 0.37 |
|
| Total 493,271,300 83.71 |
CORPORATE DIRECTORY
DIRECTORS
Paul Joseph Reynolds (Chairman) Stuart James Irving (President and Chief Executive Officer) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Gerrard Bruce Schmid Joseph Mark Velli
COMPANY SECRETARY
Dominic Matthew Horsley
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500
AUDITORS
PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067
PO BOX 103 Abbotsford VIC 3067 Telephone 1300 307 613 (within Australia) + 61 3 9415 4222
Facsimile + 61 3 9473 2500
INVESTOR RELATIONS
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000
STOCK EXCHANGE LISTING
Australian Securities Exchange
Facsimile +61 3 9476 2500 Email [email protected] Website www.computershare.com
NOTES
NOTES
Computershare Limited ABN 71 005 485 825
The Annual Report is available online at www.computershare.com