Analytica Limited
Directors' Report
30 June 2013
4. Other items continued
lndemnification and insurance of officers and auditors
No indemnities have been given or insurance premiums paid, during or since the end of the year, for any person who is
or has been an officer or auditor of Analytica Limited.
Options
At the date of this report, there are no unissued ordinary shares of Analytica Limited under option.
During the year ended 30 June 2013, the following ordinary shares of Analytica Limited were issued on the exercise of
optioñs gráteo. No further shares have been ¡ssue¿ since that date. No amounts are unpaid on any of these shares.
Grant Date
ALTO options 9 March 2012
Expiry tÞte
6 September 2012 $
Exercise
Price
Number of Shares
lssued
0.04
103,O21
No person enti¡ed to exercise the option had or has any right by virtue of the option to participate in any share issue of
any other body corporate.
Proceedings on behalf of comPany
Non-audit services
The Board of Directors, in accordance with advice ftom the audit committee, is satisfied that the provision of non-audit
services during the year is compatible with the general standard of independence for auditors imposed by the
Corporations nâ zooi. The directórs are satisfied tñat the services disclosed below did not compromise the external
audito/s independence for the following reasons:
all non-audit services are reviewed and approved by the audit committee prior to commenæment to ensure they
do not adversely affect the integrity and objectivity of the auditor; and
the nature of the services provided do not compromise the general principles relating to auditor independence in
accordance with APES t i O: CoCe of Ethics for Professional Accountants set by the Accounting Professional and
Ethical Standards Board.
The following fees were paid or payable to the external auditors for non-audit services provided during the year ended
30 June 2013: Nil.
Auditor's independence declaration
The audito/s independence declaration in accordance with section 307C of the Corporations Act 2001, for the year
ended 30 June 201 3 has been received and can be found on page 20 of the financial report.
6
Analytica Limited
Directors' Report
30 June 2013
Rem uneration report (audited)
Remuneration policy
The rernuneration policy of Analytica Limited has been designed to align key management personnel (KMP) objectives
with shareholder and business objectives by providing a fixed rernuneration component and offering specific long-term
incentives based on key performance areas affecting Analytica Limited's financial results. The Board of Analytica
Limited believes the remuneration policy to be appropriate and effective ¡n its ability to attract and retain the best key
managønent personnel to run and manage Analytica Limited, as well as øeate goal congruence belween directors,
executives and shareholders.
The Board's policy for determining the nature and amount of remuneration for key management personnel of Analytica
Limited is as follows:
a
a
a
o
a
The rernuneration policy has been dweloped by the Remuneralion Committee and approved by the Board
following professional advice from independent external consultants.
All key managernent personnel receive a base salary (which is based on faclors such as length of service and
experience), superannuat¡on, fringe benefits, and performance incentives'
Performance ¡ncentives are based on predetermined key performance ¡nd¡cators.
lncentives paid in the form of options or r¡ghts are intended to align the interests of the KMP and Company with
those of the shareholders. ln this regard, key management personnel are prohibited from limiting risk attached to
those instruments by use of derivatives or other means.
The Remuneration Committee revier¡¡s key managønent personnel packages annually by reference to Analytica
Limited's performance, executive performance and comparable information from industry sectors.
The performance of key management personnel is measured against øiteria agreed bi-annually with each executive
and is based predominantly on the forecast growth of Analytica Limited's profits and shareholders' value. All bonuses
and incentives must be linÈed to predetermined pelormance crileria. The Board may, however, exerc¡se its discretion
Ìn relation to approving incentives, bonuses and options, and can recommend changes to the Committee's
recommendalionð. Any óhanges must be justified by reference to measurable performance criteria, The policy is
des¡gned to attract the h¡ghestcalibre of executives and reward thsn for performance that results in long'term growth in
shareholder wealth.
Key management personnel receive a superannuation guarantee contribution required by the law, which is currently
go/í, and dõ not receive any other retirernent benefits. Some individuals, however, have chosen to sacrifice part of their
salary to ¡ncrease payments towards superannuation.
Upon retirement, key management personnel are paid ernployee benefit entitlenìents accrued to the date of ret¡rement.
Key management personneì are paid a percentage of between 5-10% of their salary in the event of redundancy. Any
opt¡ons not exercised before or on the date of term¡nation will lapse'
All rernuneration paid to key managernent personnel is valued at the cost to the Company and expensed.
The Board's policy is to remunerate non-executive directofs at market rates for time, commitment and responsibilities.
The Remuneration Committee determines paymenls to the non-executive directors and revie¡vs their rernuneration
annually, based on market practice, duties and accountability. lndependent external advice is sought when required'
The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by
shareholders at thãAñnual General Meeting, the current maximum ¡s $ 55O,OOO which was approved at the 2011 AGM.
ln Novernber 2004 the Board set individudìirectors fees at $50,000 per annum plus statutory superannuation and the
chairman's fee at $75,000 plus statutory superannuation. Based on the current board structure total fees paid on a
yearly basis will be $175,000 plus statutory superannuation
Ent¡ies assoclated w1h Mr Ross Mangelsdorf were paid consulting, accounting and taxation services fees during the
year of $52,500 (2012:$46,000) plus preparation fee for the 2011 and 2012lax return of $13'500.
7
Analytica Limited
Directors' Report
30 June 2013
Remuneration report (audited) continued
Remuneration policy continued
Key management personnel employed by the Company during the year, in addition to the Company's Directors, is the
Coinpany'ð Operations Manager, Mr Geoff Daly (appointed on the 7 November 2005). Mr Daly has extensive
experience in the design of medical devices, prototyping and manufacturing.
Mr Daly is employed by the Company under the terms and conditions set out in an ønployment contract. Due to the
size of the company and the nature of its operations, the contract is open- ended and not for a specific time frame.
Performance conditlons linked to remunerat¡on
The key performance ind¡cators (KPls) are set annually, with a certain level of consultation with key management
personñei to ensure buy-in. The measures are specifically tailored to the area each individual is involved in and has a
ievel of control over. The KPls target areas the Board believes hold greater potential for Group expansion and profit,
covering financial and non-financial as well as short and long-term goals. The level set for each KPI is based on
budgeted figures for Analytica Limited and respective industry standards.
performance in relation to the KPls is assessed annually, with bonuses being awarded depending on the number and
deemed difficulty of the KPls achieved. Following the assessment, the KPls are reviewed by the Rernuneration
Committee in light of the desired and actual outcomes, and their efiiciency is assessed in relation to Analytica Lim¡ted's
goals and shareholder wealth, before the KPls are set for the following year-
The satisfaction of the performance conditions are based on a revievrr of the audited financial statements of Analytica
Limited, as such figures reduce any risk of contention relating to payment eligibility. The Board does not believe that
performance conditions should include a comparison with factors external of Analytica Limited at this time.
Mr Daly's contract can be terminated by either party giving notice commensurate with the period of employment, which
varies from 1 to 4 weeks. There is no provision ¡n the employment contract for the payment of any terminalion
payments other than accrued statutory entitlements'
Key management personnel are also entitled and encouraged to participate in the employee share and oplion
arrangements to align their interests with shareholders' interests.
Options granted under these arrangements do not carry dividend or voting rights, Each option is entitled to be
converted into one ord¡nary share and is valued using the Black-Scholes methodology.
Key management personnel who are subject to these arrangements are subject to a policy governing the use of
external hedging ariangements. Such personnel are prohibited from entering into hedge arrangements, i.e. put options,
on unvested snãres and options which form part of their rernuneration package. Terms of ernployment signed by such
personnel contain details of such restrictions.
Relationshlp between remuneratlon policy and company performance
The remuneration policy has been tailored to increase goal congruence between shareholders, directors and
execulives. Two meinodé have been applied to achieve this aim, thefirst be¡ng a performancebased bonus based on
key performance indicators, and the second being the issue of options to directors and executives to encourage the
atilnment of personal and shareholder interests. The Company believes this policy has been effecl¡ve in increasing
shareholder wealth over the past 5 years.
The following table shows the gross revenue, profits and dividends for the last five years for the Company, as well as
the share prices atthe end ofthe respectivefinancial years
Revenue
Net Profit(Loss)
Share Price at Year-end
Dividends Paid
2oo9 2010 2011 2012
s$$$$
247,617 290'548 272,878 194,705 541,262
(1,900,560) (1,287 ,837) (203j76) (2,222,005' (1,135,752)
0.022 0.026 0.030 0.017 0.020
2013
I
Analytica Limited
Directors' Report
30 June 2013
Remunerat¡on report (audited) continued
Romuneration pollcY contlnued
Service Agreements
On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form
ot a t'eiter of appointment. Thä letter summarises the Board policies and terms, including compensation, relevant to the
office of director.
The remuneration and other terms of employment for the Managing Director and senior executives are set out in formal
service agreêments as summarised below'
All service agreements are for an unlimited duration. The agreements for executives (other tha
Chief Execut]ve Officer and Chief Finance Otficer which require three months notice) may be
where termination is immediate)'
party g¡v¡ng notice commensurate with the period of
¡sion ¡n the employment conlract for the payment of any
ln cases of resignation, no separation payment is made to the executive, except for amounts due and payable up to the
date of ceasing employment, including accrued leave entitl€ ents'
nts.
I
Analytica Limited
Directors' Report
30 June 2013
Rernuneration report (audited) continued
Remuneration detalls for the year ended 30 June 2013
Table of benefits and paymenB
lho]l llm
20lt
DlGtoð
Dr M¡claC MoMur
MrRo66 Meng€lsdol
MrWanEn Brooks
KTIP
Mr G€otf Daly
2012
Dl[Elor
Dr Micla€l Mfrsur
Mr Ros Mðg€lsdorf
Mrwamn Brcoks
Mr Datid Gooch
KIIP
MrGeoff Daly
il¡h .rlrry Prslt ahrru ¡nd
òonß
feea
¡¡¡
no¡ mÍatatlt
oürf
rhott{ann
3
75,000
60,000
60,000
2t0,000
!¡¡ mo
75,000
50,000
46.795
4,167
210,000
75,000
50,000
60,0m
2t0,000
75,000
50,000
6,79¡5
4,167
6,750
4600
4,500
1t,900
il.ß6ô
6,75(¡
4.50O
4,212
375
210,000
18.900
pol.mployñtt
pcnslon.nd olhtrPo.t
tuFúnurü$ aílploYmnt
¡3
lmgbm
.nTloytc
b.nrñt¡
t nimtlm
ahm bl¡rd Fyrentt
oPtlorxnd ah¡ü ¡nd unr¡s a¡h.€tftd
3
¡
3$
¡
t1,75O
6a,500
5+5Oo
zza,Eoo
¡l I 650
81,750
5/r,500
51.007
4,42
24.9æ
¡rn A*
10
Analytica Limited
Directors' Report
30 June 2013
Remuneration report (audited) continued
Securities received that are not peÉormance related
No mernþers of key management personnel are entitled to receive securities which are not performancebased as part
of their remuneration package.
Cash performance.related bonuses
There were no bonus's granted as rernuneration to key management personnel and other executives during the year
ended 30 June 2013 (2012: Nil).
Descrlptlon of options/rights granted as remuneratlon
There were no bonuses, non-monetary benefits, share or cash settled share based payments made to key
management personnel for the year ended 30 June 2013 (2012: Nil).
Equlty ¡nstruments gfanted as a result of exercise of opt¡ons
There were no ordinary sharæ in the company provided as a result of the exercise of rernuneration options to each key
managørent personnel for the year ended 30 June 201 3 (2012: Nil).
This director's report, incorporating the remuneration report, is signed ln accordance with a resolution of the Board of
Directors.
Director: ....k
Dr M¡chael Monsour
Dated th¡s .......,':. =E
day of August 201 3
11
Analytica Limited
Gorporate Governance Statement
30 June 2013
The Board is committed to achieving and dsnonstrating the highest standards of corporate governanoe. The Board
continues to refine and improve the governance framework and practices in place to ensure they meet the interests of
shareholders. The Company complies with the Australian Securities Exchange Corporate Governance Council's Corporate
Governance Principles and Recommendat¡ons 2nd Edit¡on with 2010 amendments (the Principles).
Copies of Analytica Limited's board and board committee charters and key corporate governance policies or summar¡es are
available in the Corporate Governance section of the website at www.analyticamedical.com.
Principle 1: Lay solid foundat¡ons for management and oversight
Role of the Board and Management
The Board of D¡rectors is responsible for the corpoÍate governance of the Company. The Board provides strateg¡c
guidance for the Company, anã effeclive oversight of manãgement. The Board guides and monitors the business and
ãffairs of Analytica t-¡mitø-on behalf of the shareholders by wlom they are elected and to whom they are accountable'
Your Board has adopted a Charter that details its roles and responsibilities, which is available on our website.
your Boarcl
delegations
These deleg
Responsibilities of the Board
The Board is responsible for:
day-to4ay management of the Company to the CEO and there is a formal
thapoweré delegated to the CEO and those specifically retained by the Board.
basis.
¡
r
r
a
a
a
a
I
a
overseeing the company, including its control and accountability systems;
Appointing and removing the CEO;
Where appropriate, ratifying the appointment and removal of senior executives;
providing input into and final approval of management's development of corporate strategy and performance
objectives;
Reviewing, ratifying and monitoring systems of risk management and internal controls, codes of conduct and
legal compliance;
Monitoring senior executives performance and implementation of stralegy;
Ensuring appropriate resources are available to senior executives;
Approving and monitoring the progress of major capital expenditure, capital managenìent and acquisitions and
divestures; and
Approving and monitoring financial and other reporting.
The accompanying notes form part of these financial staternents'
12
Analytica Limited
Corporate Governance Statement
30 June 2013
Allocation of i ndividual responsibilities
Formal letters of appointment are provided to all ne\¡v Directors setting out key terms and conditions of their appointment.
lnduction
All na,v Directors participate in a formal induction process co-ordinated by the Company Secretary, This induction process
includes briefings on the Company's financial, strategic, operational and risk managernent position, the Company's
governance framework and key developments in the Company and the industry and environment in which it opefates.
Evaluation of Direstors
A performance evaluation for Directors and Senior Executives take place at least annually, in compliance with the
esta¡tisfreO evaluation prooess. The Company's policy for Directors and Senior Executive evaluation is available on the
Company's website.
Principle 2: Structure the Board to add Value
The Board's policy is that the Board needs to have an appropriate mix of skills, experience, expertise and d¡vers¡ty to be
well equipped to help the company navigate the range of challe nges faced by the company.
The names of the mernbers of the Board as at the date of this report are set out below:
.
r
.
Dr M. Monsour
Mr R. Mangelsdorf
Mr W. Brooks
Details of the Board msnber's experience, expertise, qual¡ficat¡ons, term of office and independence status, are set out ¡n
the directors' report.
Compos¡tion of the Board
The Board's composition is determ¡ned based on criteria set out in the Company's constitution and the Board Charter.
The Board seeks to ensure that:
r
¡
o
At any point in time, its mernbership represents an appropriate balance betwe€n directors with experience and
knowiedge of the Company and directors with an external or fresh perspective;
There is a sufficient number of directors to serve on Board committees without ovøburdening the directors or
making it difficult for them to fully dischargo theif responsibilities; and
The size of the Board is appropriate to facilitate effective discussion and efficient decision making.
ln accordance w¡th the ASX Listing Rules, the Company must hold an election of Directors each year.
The accompanying notes form pal of these financial staternents.
13
Analytica Limited
Corporate Governance Statement
30 June 2013
Board comm¡ttees
To ensure that the responsibilities ofthe Board are upheld and executed to the highest level, the Board has establ¡shed the
followi ng Board committees:
a
a
Audit Committees
Remuneration Committees
Each of these committees has established charters and operating procedures in place, wh¡dt are reviewed on a regular
bas¡s. The Board may establish olher committees from time to time to deal with matters of special importance. The
Committees have access to the Company's executives and senior management as well as independent advice, Copies of
the minutes of each Committee meeting are made available to the full Board, and the Chairman of each Gommittee provides
an update on the outcomes at the Board meeting that immediately follows the Committee meeting.
lndependent decision making
The Board recognises the important contribution independent Directors make to good corporate governance. All Directors,
whether indepeñdent or not, are required to act in the best interests of the Company and to exercise unfettered and
independent judgment.
The Board has adopted specific principles in relation to directors' independence end considers the following, at least
annually, when determining if a Director is independent:
Whether the Director:
a
a
a
a
t
ls a substantial shareholder of the company or an officer of, or otherwise associated direclly w¡th, a substântial
shareholder of the company.
ls employed, or has previously been employed in an executive capacity by the company or another group
member, and there has not been a period of at least three years between ceasing such employment and sewing
on the Board.
Has within the last three years been a principal of a material professional adviser or a material consultant to the
company or another group member, or an employee materially associated with the service provided.
ls a material supplier or customer of the company or olher group menrber, or an officer of or otherwise
associated directly or indirectly with a material supplier or customer.
Has a material contractual relationship with the company or another group member other than as a director.
Role of the Chair
The Chair of lhe Board is responsible for leadership of the Board and for the efficient organisation and conducÍ of the
Board's functioning.
The Cha¡r faci¡itates the effective contribution of all directors and promotes construGtive and respectful relations between
directors and between Board and manæement.
The accompanying notes form part of these financial staternents'
14
Analytica Limited
Corporate Governance Statement
30 June 2013
Access to information
The Board is provided with the information it needs to discharge its responsibilities effectivety and all Directors have
complete access to senior managernent through the Chairman, CEO or Company Secretary at any t¡me.
ln certain circumstances, each Director has the right to seek independent professional advice at the Company's expense'
within specified limits, or with the prior approval of the Chairman.
Principle 3: Promote ethical and responsible decision'making
Code of conduct
The Board acknowledges and emphasises the importance of all directors and ernployees ma¡ntaining the highest standards
of corporate governance practice and eth¡cal conduct.
A code of conduc't has been established requiring directors and ernployees to:
r
¡
.
.
.
Act honestly and in good faith;
Exercise due care and diligence in fulfilling the functions of office;
Avoid conflicts and make full disclosure of any possible conflicts of interest;
ComPlY with the law;
Encourage the reporting and investigating of unlawful and unethical behaviour; and
.complywiththesharetradingpolicyoutlinedinthecodeofConduct.
A copy of the Code of Conduct is available from the company's website'
Diversity policy
ln respect of diversity, the Board considers that diversity includes.differences that relate to gender, age, ethnicity and cultural
Uacig?ounO. lt alsó includes differences in backgroúnd and life experience, communication styles, intøpersonal skills'
education and problern solving skills.
The Company seeks to develop a culture of diversity within the Company whereby a mix of skills and diverse backgrounds
are employed by the Gompany at all levels'
The Gompany strives to:
1.
Z.
3.
develop and maintain a diverse and skilled workforce through transparent recruilment processes.
promole an inclusive workplace culture that values and utilises the contributions of all employe€s
backgrounds, experiences and perspective though improved awaren€ss of the benefits of worKorce diversity'
facilitate diversity ¡n thê workplace by developing programs that promole growth for all enrployees, so each
employee may räch their full potential, and providing maximum benefit for the Company,
4'setmeasurableobjectivestoencouragediversityw¡thintheCompany.
The accompanying notes form part of these financial statements.
15
Analytica Limited
Corporate Governance Statement
30 June 2013
Target% Actual %
Proportion of:
Women employees in the whole organisation
Women in senior executive positions
Women on the board
30
15
15
28
14
Analytica Limited considers the key managernent personnel, excluding Directors, to be the senior executives of the
company.
Principle 4: Safeguard integrity in financial report¡ng
Audit Committee
The audit committee assists the Board in fulfilling its corporate governance responsibilities in regarcl to:
¡
a
a
.
the integrity of the fìnancial reporting
compliance with legal and regulatory obligations
the effect¡veness of the company's risk management and internal control framework
oversight of the independence of the external auditors
The names and qualifications of those appointed to the audit committee and their attendance at meêtings of lhe comm¡tlee
are included in the directors' report.
The audit comm¡ttee reports to the full Board after every meeting on all matters relevant to the committee's roles and
responsibilities.
External auditor
The Audit Commiltee oversees the relationship with the external auditor. ln accordance with the Corporations Act 2001' the
lead Audit Partner on the audit is required lo rotate at the completion of a 5 year term.
The exfernal auditor attends the AGM and is available to answer your shareholder questions about the conduct of the audit
and the preparation and content ofthe auditor's report'
Principle 5: Make timely and balanced disclosure
Analytica Limited has established policies and procedures to ensure timely and balanced disclosures of all material matters
còncêrning the Company, ano tä ensure thät all investors have accêss to information on the Company's financial
performance.
These policies and procedures include a comprehensive disclosure policy that includes identification of matters that may
have a material effeàt on the price on the Company's securities, notifying them to the ASX, posting relevânt information on
the Company's webs¡te and issuing media releases.
The Annual Report includes relevant information about the operat¡ons of the company during the-year, key flnancial
¡ntõrmaiion, cfranges in the state of affairs and indications of future developments. The Annual Reports for the current year
The accompanying notes form part of these financial statements.
16
Analytica Limited
Gorporate Governance Statement
30 June 2013
ancl for previous years are available under the lnvestor Relations section of the company website.
The half year and full year financial results are announc,ed to the ASX and are available to shareholders via the company
and ASX websites,
All announceÍì
provided to ana
of the compan
information are
ations to investors and information
s under the investor relations section
ents, media releasæ and financial
Principle 6: Respect the rights of shareholders
The company Secretary has been nominated as the person responsible for communications with the Australian Securities
Exchange (ASX).
All Executive Management have an ongoing obligation to advise the Company Secretary of any material notpublic
information which may need to be communicated to the market.
The Company has a Shareholder Communications Policy which promotes effective communication with shareholders and
encourages partici pation at general m eeti ngs.
ïhe company makes all ASX announcernents available via its website. ln addition, shareholders who are registered receive
email notification of announcernents.
The Notice of Annual General Meeting (AGM) will be provided to all shareholders and posted on the company's website'
Notices for general meetinls åÀlótñ"i communicatións with shareholders are drafted to ensure that they are honest,
accurate and not misleadin! and that the nature of the business of the meeting is clearly stated and explained whøe
necessary.
The Board encourages full participation by shareholders at the Annual General Meeting to ensure a high level of Director
åà"orrt"u¡liii to irràierrolOeis anO snarenólOer identiñcation with the Company's strategy and goals
For shareholders unable to attend, an AGM question form will accompany the Notice of Meeting, giving shareholders the
of portunity to forward questions and comments to the company or the external auditor prior to the AGM'
Principle 7: Recognise and manage risk
The Board considers identification and managanent of key risks associated with the business as vital to maximise
ot theãus¡ness's risli profile is undertaken and reviqryed by the Board, covering all
shareholder wealth. ¡ v""ilv "ri"i.r"nt
árp*t. of the businesé from the operational level through to strategic level risks'
The CEO has been detegated the task of implementing internal controls to identify and manage. risks. for which the Board
provides oversight. The effectiveness of lhese *ntäf. is monitored and revier¡ved regularly. The recent economic
ãnvironment has-ønphasised the importance of managing and reassessing its key business risks'
The Board is responsible for reviewing the company's policies o-n.risk oversight and management.and satisfying itself that
r"nrggn"nt has developed and implãnented a'sound systen of risk management and internal control'
The Board requires management to design and implement the risk management and internal control system to manage the
mäterial businós risks and reþort to it on whether those risks are being managed effectively'
"orp"Ày "
The Board has receivecl a report from management as to the effectiveness of the company's management of its material
business risks.
The accompanying notes form part of these fìnancial statements'
17
Analytica Limited
Gorporate Governance Statement
30 June 2013
A summary of the Company's risk related policies can be found with other corporate governance policies under the
Corporate Governance sect¡on of the company's website.
lnternal contro¡
The Board is responsible for reviewing the company's policies on risk oversight and management and saüsry¡ng itself that
management has developed and implønented a sound system of risk managønent and internal control.
The Board has received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration
provided in accordance with section 2954 of the Corporations Act is founded on a system of risk managenìent and internal
control and that the system is operating effectively in all material respects in relation to financial reporting risks.
Principle 8: Remunerate fairly and responsibly
The company's remuneration policy is designed in such a way that it:
a
a
motivates senior executives to pursue the long{erm growth and success of the company
demonstrates a clear relationship between senior executives' performance and remuneration.
The remuneration policy, which sets the terms and conditions for the key management personnel (KMP) was developed by
the remuneration committee after seeking professional advice from independent consultants and was approved by the
Board.
All executives receive a base salary, superannuation, performance incent¡ves and retirement benefits. The remuneration
committee revis¡rs executive packales annually by reference to company performance, executive performance, comparable
information from industry seciors and other listêd corporations and independent advice. The performance of execulives is
measured against criteiia agreed half yearly which are based on the forecast growth of the company's profits and
shareholder ialue. The poliðy is designéd to attract the highest calibre executives and reward thern for performance which
results in long-term growth in shareholder value.
The Board expects that the rernuneration structure implemented will result in the company being able to attract and retain
the best exeiutives. lt will also provide executives with the necessary incentives to work to grow long-term growth in
shareholder value.
The payment of bonuses, options and other incentive payments are reviewed by the remuneration committee annually as
part 61 ine review of executive remuneration and a recommendation is put to the Board for approval, All bonuses, opt¡ons
änd incentives must be linked to predeterm¡ned performance criteria. The Board can exercise its discretion in rdation to
ápprouing incentives, bonuses and options and- can recommend changes to the committee's recommendations. Any
changes must be justified by reference to measurable peformance criteria.
Further information abor¡t the company's remuneration strategy and policies and their relationsh¡p to company
can be found in the Remuneration'Report which forms part of the directors' repol, together with details of the
paid to key management personnel.
performance
rern uneration
The accompanying notes form part of these financial staternents.
18
Analytica Llmited
Corporate Governance Statement
30 June 2013
Remuneration committee
The responsibilities of the rernuneration committee include a revievr¡ of and recommendation to the Board on:
r
¡
.
r
o
the company's remuneration, recruitment, retention and termination policies and procedures for senior
executives
senior executives' rernuneration and ¡ncentives
superannuation arrangernents
the rernuneration framework for directors
remuneration bY gender.
Each mernber of the rernuneration committee:
r
¡
is familiar with the legal and regulatory disclosure requirements in relation to remuneration
has adequate knowledge of executive remuneration issues, including executive remuneration issues, including
executive retent¡on andlermination policies and short term and long term incentive arrangsnents.
The accompanying notes form part of these financial staternents.
19
Bentleys
THINKING AHEAD
AUDITOR'S INDEPENDENCE DECLARATION
UNDER SECTION 3O7C OF THE CORPORAT'ONS ACT 2OO1
TO THE DIRECTORS OF ANALYTICA LIMITED
I declare that, to the best of my knowledge and belief, during the year ended 30 June 2013
there have been:
i. no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
ii. no contraventions of any applicable code of professional conduct in relation to the
audit.
4,'n{ /.=>
Bentleys Brisbane Partnership
Stewart Douglas
Partner
Brisbane
30 August 2013
Kreston lnternational
F--- A gbH ælwk ol Heñeil æcdoÛE trm3
A member of Bentleys, an association of independent accounting firms in Australia. The member
firms ol the Bentleys association are altiliated only and not in partnersh¡p
) Accountants
) Auoitors
) novisl¡
Analytica Limited
Statement of Profit or Loss and Other Comprehensive lncome
For the Year Ended 30 June 2013
Sales and grant revenue
lnvestment revenue
Other income
Administrative expenses
Capital raising costs
Depreciation, amortisation and impairments
Fair value adjustment
Marketing expenses
Occupancy costs
Sundry expenses
Research and development
Finance costs
ProfiU (loss) before Income tar
lncorne tax expense
ProliU (loss) for the year
Other comprehensive ¡ncome
Total comprehensive ¡ncome
Earnings per share
Basic/diluted earnings per share (dollars)
Note
16
16
30 June
2013
$
498,081
32,813
10,368
(302,785)
(30,000)
(15,395)
(29,252't
(145,367)
(5,2211
(280)
(1,148,484)
16
1229',t
30 June
2012
t
162,452
32,013
24',!
(492,040)
(289,1 30)
(97,e31)
(5e5,486)
(2,600)
( 10,844)
(e09,92e)
18,755)
(1,135,75r) (2,222,ú9',)
fi,13s,751)
e.222.@9\
f1.r35.751)
Q.222.@91
(0,0021) (0.0040)
The accompanying notes form part of these financial staternents.
21
Analytica Limited
Statement of Financial Position
As At 30 June 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Prepayments
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other f¡nancial assets
Property, plant and equipment
lntangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Short-term provisions
Employee benêf¡tjs
TOTAL CURRENT LIABILITIES
NON.CURRENT LIABILITIES
Employee benefits
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EOU¡TY
lssued capital
Reserves
Retained earn¡ngs
TOTAL EQUITY
30 June
20't3
Note
$
30 June
2012
s
2
3
7
4
5
6
I
o
10
11
11
349,416
r3,588
7,688
1,213,820
162,363
r9,666
370.692
1.39s.849
33,431
6,403
12,274
52,108
62,683
8,937
18,943
90.563
422,800
1.486.412
138,533
30,300
65,¡173
98,588
(65)
26,098
48,116
234,306
't72.737
21,751
21,751
256,057
166,743
15,766
15.766
188,503
1.297,909
't2
13
E3,943,597
(83,776,854)
83,939,012
2,630,508
(85,271,611)
166,743
1.297,909
The accompanying notes form part of lhese financial staternents'
22
Analytica Limited
Statement of Changes ¡n EquitY
For the Year ended 30 June 2013
30 June 2013
Balance at1 July 2012
Profit or loss attributable to mernbers of the
company
lssue of shares
Transfers to retained earnings from option
reserve
Balance at 30 June 2013
30 June 2012
Balance at I JulY 20ll
Profit or loss attributable to mernbers of the
company
lssue of shares
Rights issue
Balance at 30 June 2012
Ordinary
Shares
Note
$
Retained
Earnings
$
Option
Reserve
I
Total
$
83,939,012 (85,271,611)
- (r,135,751)
4,5E5
2,630,508 'l,297,909
('t,135,751)
4,585
13
2,630,508 (2,630,508)
83,943,597
(83.776.854)
166,743
Ordinary
Shares
Note
$
Retalned
Earnings
$
Option
Reserve
5
Total
$
80,959,107 (83,049,602)
2,630,508 540,013
(2,222,0Os)
-
219,905
2,760,000
(2,222,009)
219,905
2,760,000
83,939,012
t85,271,611) 2,630,508
1,297,909
The accompanying notes form part of these financial statements'
23
Analytica Limited
Statement of Cash Flows
For the Year Ended 30 June 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Receipts from customers
Payments to suppliers and ernployees
lnterest received
Finance costs
Receipt from grants
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING AGTIVITIES:
Purchase of property, plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issue of shares
Repayment of directors' loan accounts
Proceeds from directors' loan accounts
Net cash provided by financing activities
Net increase (decrease) in cash and cash equivalents held
Cash and cash equivalents at bæinn¡ng of year
Cash and cash equivalents at end offinancial year
30 June
30 June
Note
20'13
$
20'12
t
10,368
(1,561,467)
5,121
(1,763,089)
32,813
(22s1
655,653
32,013
(18,755)
261,449
(1
r)
23
(15,40r )
(6,r92)
(6,re2) (1E19lI
|_
4,585
(11,910)
2,979,905
(268,7e0)
12,000
4.675 2, 711.115
(864,379)
1,2',13,795
1,212,453
1,342
2
349,416
1,213,795
The accompanying noles form part of these financial statements'
24
Analytica Limited
Notes to the Financial Statements
For the Year Ended 30 June 2013
This financial report covers the financial statements and notes of Analytica Limited. Analytica Limited is a for profit Company
domicjled in Australia. The financial staternents were authorised for issue by the Board of Directors on the date the directors'
report was signed.
I Summary of Significant Accounting Pollcies
(a) Basfs of Preparation
The financial staternents are general purpose financial statements that have been prepared ¡n accordance w¡th
Australian Accounting Standaids, Austraiian Accounting lnterpretations, other authorilative pronouncements of
the Australian Accounting Standards Board and ll:e- Corporations Act 2001.
These financial staternents and notes comply with lnternational Financ¡al Reporting Standards as issued by the
lnternational Accounting Standards Board.
The significant accounting policies used in the preparation and presentation of these financial statements are
provided below and are consistent with prior reporting periods unless otherwise stated.
The financial staternents are prepared on an acÆrual basis and based on historical costs, except for the
measurement at fair value of selected non-current assets, f¡nancial assets and financial liabilities'
(b) ComparativeAmounts
Comparatives are consistent with prior years, unless otherwise stated.
Where a change in comparatives has also affected the opening retained earnings previously presented in a
comparat¡ve pe-riod, an opening statement of financial position at the earliest date of the comparative period has
been presented.
(c) Property, Plant and EqulPment
Classes of property, plant and equipment are measured using the cost or revaluation model as specified below.
Where the cost model is used, the asset is carried at ¡ts cost less any accumulated depreciation and any
impairment losses. Costs include purchase price, other directly attributable costs and the initial estimale of costs
of dismantling and restoring the asset, where applicable.
Assets measured using the revaluation model are carried at fair value at the revaluation date less any
subsequenl accumulated depreciation and impairment losses. Revaluations are performed whenever there is a
material movernent in the value of an asset under the revaluation model.
Plant and equipment
Plant and equipment are measured using the cost model
Depreciation
The depreciable amount of all property, plant and equipment, is depreciated on a straight-line mdhod from the
date that managernent determine that the asset is available for use.
Assets held under a finance lease and leasehold improvements are depreciated over the shorter of the term of
the lease and the assets useful life.
25
Analytica Limited
Notes to the Financial Statements
For the Year Ended 30 June 2013
1 Summary of Signlflcant Accountlng Policies contlnued
(c) Property, Plant and Equipment continued
The deprec¡ation rates used for each class of depreciable asset are shown below:
Fixed asset class
Plant and Equipment
Office Equipment
Computer Equipment
Depreciat¡on rate
20%
33% -40%
33V. - 67V"
At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset
is reviewed. Any revisions are accounted for prospectively as a change in estimate.
When an assets is disposed, the gain or loss is calculated by comparing proceeds received with its carrying
amount and is taken to profit or loss.
(d) Financialinstruments
Financial instrumenls are recognised initially using trade date accounting, i.e. on the date that Company
becomes party to the contractual provisions of the instrument.
On initial recognition, all financial instruments are measured at fair value plus transaction costs (e¡
IGNATIUS LIP PTY LTD
MRS ANNE MONSOUR
M P MONSOUR MEDICAL PRACTICE PTY LTD
MR MARK OVERELL TAGG ARUNDEL + MRS SIGRID JO-ANNE ARUNDEL
TAMBIEN PTY LTD
DALROSE PTY LTD
JAYEM PTY LTD
BUSHY LANE PROJECTS PTY LTD
MRS SABINA LIP
ABN AMRO CLEARING SYDNEY
MR VICTOR PEREIRA
TAMBIEN PTY LTD
MANOWE PTY LTD
MR GEORGE MAROULAKIS
MR SCOTT JAMES BURNS
MRS NATALIE LORIMER
MR MATTHEW CRITCHLEY
SIRIUS PROPERTY GROUP PTY LTD
% of issued
Number held shares
35,644,799
6.37
30,456,989
25, I 13,690
15,559,036
10,255,720
9,024,900
8,360,741
5,627,918
5,575,758
5,467,814
5,200,000
4,9U,224
4,909,097
4,373,920
4,180,585
4,000,000
3,608,120
3,505,000
3,500,000
3,462,335
5.44
4.48
2.78
1.83
1.61
1.49
1.01
1.00
0.98
0.93
0.88
0,88
0,78
0.75
0.71
0.64
0.63
0,63
0.62
Securit¡es exchange
The Company is listed on the Australian Securities Exchange (ASX) under the share code "ALT".
The accompanying notes form part ofthesefinanc¡al staternents.
66