Australia and New Zealand Banking Group Annual Report 2007

Plain-text annual report

being different 2007 Annual Report has its rewards ANNUAL REPORT CONTENTS Chairman’s Report Overview of Operations Overview of Business Divisions Ten Year Summary Directors’ Report Principal Activities Result State of Affairs Dividends Review of Operations Events Since the End of the Financial Year Future Developments Environmental Regulation Directors’ Qualiﬁ cations, Experience and Special Responsibilities Company Secretaries’ Qualiﬁ cations and Experience Non-Audit Services Lead Auditor’s Independence Declaration Directors and Ofﬁ cers Who Were Previously Partners of the Auditor Chief Executive Ofﬁ cer / Chief Financial Ofﬁ cer Declaration Directors’ and Ofﬁ cers’ Indemnity Rounding of Amounts Executive Ofﬁ cers’ and Employee Share Options Remuneration Report Director Remuneration Executive Remuneration Chief Executive Ofﬁ cers’ Remuneration Disclosed Executives’ Remuneration Equity Instruments Relating to Disclosed Directors and Executives Corporate Governance Report Shareholder Information 3 4 6 8 10 10 10 10 10 10 10 10 10 11 11 11 12 12 12 12 12 12 14 14 19 22 25 26 36 50 Financial Report Income Statements Balance Sheets Statements of Recognised Income and Expense Cash Flow Statements Notes to the Financial Statements 1 Signiﬁ cant Accounting Policies 2 Critical Estimates and Judgements Used in Applying Accounting Policies Income 3 4 Expenses 5 Compensation of Auditors 6 Income Tax Expense 7 Dividends 8 Earnings per Ordinary Share 9 Liquid Assets 10 Due from Other Financial Institutions 11 Trading Securities 12 Derivative Financial Instruments 13 Available-for-sale Assets 14 Net Loans and Advances 15 Impaired Financial Assets 16 Provision for Credit Impairment 17 Regulatory Deposits 18 Shares in Controlled Entities, Associates and Joint Venture Entities 19 Deferred Tax Assets 20 Goodwill and Other Intangible Assets 21 Other Assets 22 Premises and Equipment 23 Due to Other Financial Institutions 24 Deposits and Other Borrowings 25 Income Tax Liabilities 26 Payables and Other Liabilities 27 Provisions 28 Bonds and Notes 29 Loan Capital 30 Share Capital 31 Reserves and Retained Earnings 32 Minority Interests 54 54 55 56 57 58 65 68 69 70 71 72 74 74 74 75 75 83 86 87 88 89 89 92 93 94 94 96 96 97 97 98 98 99 102 104 105 106 109 110 122 33 Average Balance Sheet and Related Interest 34 Interest Spreads and Net Interest Average Margins 35 Financial Risk Management 36 Interest Rate Risk 37 Fair Value of Financial Assets and Financial Liabilities 123 129 38 Segment Analysis 39 Notes to the Cash Flow Statements 132 134 40 Controlled Entities 135 41 Associates 135 42 Interests in Joint Venture Entities 136 43 Fiduciary Activities 44 Commitments 137 45 Contingent Liabilities, Contingent Assets and Credit Related Commitments 138 46 Superannuation and Other Post Employment Beneﬁ t Schemes 143 47 Employee Share and Option Plans 148 48 Key Management Personnel Disclosures 49 Transactions with Other Related Parties 50 Exchange Rates 51 Events Since the End of the Financial Year Directors’ Declaration Independent Auditor’s Report Financial Information 1 Cross Border Outstandings 2 Certiﬁ cates of Deposit and Term Deposit Maturities 3 Volume and Rate Analysis 4 Concentrations of Credit Risk 5 Provision for Credit Impairment – Industry Analysis 6 Short Term Borrowings 7 Capital Management 8 Additional Financial Instrument Risk Disclosures Glossary of Financial Terms Alphabetical Index 154 155 155 155 156 157 158 158 159 160 161 162 162 166 170 172 ANZ Annual Report 2007 1 2 ANZ Annual Report 2007 Chairman’s report a message from Charles goode 2007 has been a year of achievement and change. ANZ has performed solidly during 2007, delivering value for shareholders, customers and the community. Our level of staff engagement grew and our approach to corporate responsibility gained increasing recognition. Looking ahead, we are conscious of the demands of increasing competition and the turbulence in world markets. OuR peRfORmanCe anZ’s performance in 2007 was characterised by strong revenue growth and a prudent approach to risk. Our profit after tax for the year ended 30 September 2007 of $4,180 million was up by 13%. Cash profit1 was $3,924 million, up by 9%. The dividend is 136 cents per share fully franked, a 9% increase on 2006. These results reflect the efforts of our management and staff, and I thank them for their contribution. expanSIOn and gROwTh The personal division delivered another very strong result driven by revenue growth of 12%. In new Zealand we increased market share in a number of key segments and delivered improved financial performance. The Institutional division had a mixed year but should perform better in 2008. we continued our expansion in asia. we acquired an initial 19% of malaysia’s ammB holdings Berhad; 20% of China’s Shanghai Rural Commercial Bank; 60% of the Vientiane Commercial Bank in Laos; 10% of Vietnam’s Saigon Securities Incorporation; and 100% of the Citizens Security Bank in guam. In australia, we completed the successful acquisition of eTRade australia Limited. we have committed approximately $1.5 billion to investments during 2007. given this, we are taking the opportunity to enhance our strategic flexibility by offering a discount of 1.5% under our dividend Reinvestment plan, which is underwritten and expected to raise an additional $1 billion in capital. LeadeRShIp John mcfarlane completed his term as Chief executive on 30 September having occupied that position for ten years. John made an enduring contribution to anZ’s development, especially in the areas of customer satisfaction, staff engagement, lifting our position in the community and consistently delivering on promises to shareholders. anZ now has a strong foundation and on behalf of shareholders and the Board, I thank him for his contribution and service. michael Smith commenced as Chief executive on 1 October. michael is an outstanding all round international banker. he joins us from hSBC where he had responsibility for hSBC’s business in asia. david gonski retired from the Board in June 2007. david made a significant contribution and we thank him. Ian macfarlane, former governor of the Reserve Bank of australia, joined the Board in february 2007. OuTLOOk Looking ahead, there are some global uncertanties however the economies of australia, new Zealand and asia remain supportive of growth. anZ remains in good shape, with a strong liquidity and funding position. we are well positioned for 2008. Charles goode Chairman 1 anZ excludes from cash profit significant items, anZ national Bank integration costs and volatility associated with fair value movements relating to economic hedges. Chairman’s Report 3 OVERVIEW OF OPERATIONS ANZ recorded a proﬁ t after tax of $4,180 million for the year ended 30 September 2007, an increase of 13% over the September 2006 year. Income Statement ($m) Net interest income Other operating income Operating income Operating expenses Provision before credit impairment and income tax Provision for credit impairment Proﬁ t before income tax Income tax expense Minority interest Proﬁ t attributable to shareholders of the Company 2007 7,302 4,083 11,385 (4,953) 6,432 (567) 5,865 (1,678) (7) 4,180 2006 6,943 3,209 10,152 (4,531) 5,621 (407) 5,214 (1,522) (4) 3,688 Movt % 5% 27% 12% 9% 14% 39% 12% 10% 75% 13% ANZ recorded a $492 million (13%) increase in proﬁ t attributable to shareholders of the Company, from $3,688 million for the year ended 30 September 2006 to $4,180 million for the year ending 30 September 2007. Key factors inﬂ uencing this increase were: Net interest income increased $359 million (5%) from $6,943 million for the year ended 30 September 2006 to $7,302 million for the year ended 30 September 2007. Net interest income was driven by average lending growth of 11% and average deposit growth of 8%, partially offset by a decline in net interest margin of 12 basis points. Other operating income increased $874 million (27%) from $3,209 million for the year ended 30 September 2006 to $4,083 million for the year ended 30 September 2007. The increase included a $195 million gain on sale from Fleet Partners Pty Limited and Truck Leasing Limited, and an increase over 2006 of $74 million arising on volatility from the use of derivatives in economic hedges and use of the fair value option. Operating expenses increased $422 million (9%) from $4,531 million for the year ended 30 September 2006 to $4,953 million for the year ended 30 September 2007. The increase was impacted by a $113 million cost recovery during 2006 following the settlement of a claim against a number of reinsurers in relation to the National Housing Bank (NHB) matter, partly offset by ANZ National Bank integration costs of $39 million incurred in 2006. Provision for credit impairment increased $160 million (39%) from $407 million for the year ended 30 September 2006 to $567 million for the year ended 30 September 2007. Income tax expense increased $156 million (10%) from $1,522 million for the year ended 30 September 2006 to $1,678 million for the year ended 30 September 2007. The effective tax rate was 28.6%, a reduction from 29.2% at 30 September 2006. The decrease includes the usage of capital losses which offset the capital gains made on the sale of Fleet Partners Pty Limited and other assets, and the non- assessable gain on the sale of Truck Leasing Limited, partially offset by the restatement of deferred tax balances for the announced New Zealand tax rate change which takes effect on 1 October 2008. Analysis in greater detail of business performance in major income and expense categories follows. NET INTEREST INCOME Net interest income increased $359 million (5%) to $7,302 million for the year ended 30 September 2007. Net interest income was driven by an increase in average interest earning assets of 11% and average deposit and other borrowings growth of 8%, partially offset by a decline in net interest margin of 12 basis points. The growth in average interest earning assets included an increase in Personal of 11% in lending assets, primarily in Mortgages, and from growth in retail loans and one-off borrowings following superannuation legislation changes. Institutional grew 9% as a result of continuing strong customer demand for debt products, especially in Relationship Lending in the latter part of the year and Business Banking. New Zealand Businesses grew 13% with robust growth across all businesses. Trading securities and available-for-sale assets grew by 16% reﬂ ecting Institutional’s Debt Capital Markets’ strategy to expand their on-balance sheet trading portfolio and liquid assets. Average deposits and other borrowings increased 8% with customer deposits growing by 15%. Personal grew 13% as a result of ongoing marketing campaigns, in- 4 ANZ Annual Report 2007 branch promotions and simpliﬁ cation of account opening procedures. Institutional grew 25%, mainly in Trade & Transaction Services resulting from customer acquisition and the impact of new superannuation laws. New Zealand grew 11% with growth in both Institutional and the Retail brands. Other deposits and borrowings decreased by 12%, primarily in the United States due to the wind up of the Group’s Delaware commercial paper program in February 2007. Net interest margin was down 12 basis points to 2.19% from September 2006 with the key drivers being: Competition (-9 basis points). Competitive pressures reduced margins, particularly in Australian and New Zealand Mortgages. In addition, net interest margin declined due to lower lending related fees and migration to high yielding deposits and low rate credit cards. Wholesale rates (+3 basis points). Earnings from the investment of capital and rate insensitive deposits increased, partially offset by an increase in basis risk on variable rate mortgages and credit cards. Other items (-6 basis points). NZD revenue hedging was included in interest income in prior periods, and in 2007 is included in foreign exchange earnings. Higher funding costs associated with unrealised trading gains (-3 basis points) were directly offset by an equivalent increase in trading income. OTHER OPERATING INCOME Other operating income increased $874 million (27%) to $4,083 million for the year ended 30 September 2007. Excluding the gain on sale from Fleet Partners Pty Limited and Truck Leasing Limited of $195 million, the increase of $74 million arising from volatility from the use of derivatives in economic hedges and the use of the fair value option and the $14 million received on settlement of ANZ National Bank claims during 2006, other operating income increased $619 million (20%). Fee income increased $235 million, largely in non-lending fee income following volume growth and revenue initiatives particularly within Consumer Finance, Investment and Insurance Products and Banking Products within Personal, and Corporate Finance and Working Capital within Institutional. Foreign exchange earnings and proﬁ t on trading securities increased $160 million reﬂ ecting growth in derivative positions in Markets, the funding of which is included in net interest income. Other income increased $184 million, including an increase in brokerage income of $39 million following the consolidation of ETRADE Australia Limited for the ﬁ rst time as full ownership was achieved. The acquisition of Stadium Australia during the ﬁ rst half of 2007 also contributed additional other income of $38 million. In addition, equity accounting income was higher in Partnerships and Private Bank due to increased earnings from INGA, a full year result from Bank of Tianjin and new investment in AMMB Holdings Berhad. OPERATING EXPENSES Operating expenses increased $422 million (9%) to $4,953 million for the year ended 30 September 2007. Excluding the impact of the $113 million cost recovery during 2006 in relation to NHB, and the ANZ National Bank integration costs of $39 million incurred in 2006, operating expenses increased $348 million (8%). Personnel costs were up $236 million (9%) as a result of annual salary increases and a 7% increase in staff numbers from acquisitions and additional staff to support new initiatives and business growth. Premises costs increased $51 million (12%), driven mainly by higher rental expense reﬂ ecting additional space requirements, opening of new branches, additional ATMs and market rental growth. Computer costs increased $43 million (8%) from increased software purchases due mainly to internet banking licence fees and increased information system usage. Other expenses increased $18 million (2%) largely following an increase in Corporate Finance following the consolidation of Stadium Australia (mainly event costs). PROVISION FOR CREDIT IMPAIRMENT Provision for credit impairment increased $160 million (39%) to $567 million for the year ended 30 September 2007. The individual provision charge increased $146 million. Personal increased due to prior years’ growth in low rate cards, higher bankruptcies and increased servicing pressure from higher interest rates, housing costs and fuel prices. Esanda experienced lower realisable values on defaulted large motor vehicles due to the impact of higher fuel prices. New Zealand Businesses returned to more normal provisioning levels following higher than usual writebacks last ﬁ nancial year. Institutional provisions have been inﬂ uenced by two customers, offset by a substantial recovery in the ﬁ rst half ($47 million). The collective provision charge increased $14 million. The charge for the year was driven by asset growth and changes in portfolio risk. This was partially offset by the continued release of the scenario impact provision taken in 2005 to reﬂ ect the risk change due to materially higher and sustained oil prices. The increase in 2007 was primarily due to growth in New Zealand, which was partially offset by a lower charge in Personal from continued prudent management of unsecured lending, particularly in Consumer Finance (due to tightened credit standards, reduced business in certain segments and improved collections) and lower risk movement, particularly in Esanda. INCOME TAX EXPENSE Income tax expense increased $156 million (10%) to $1,678 million for the year ended 30 September 2007. Excluding the impact of the usage of capital losses which offset the capital gains made on the sale of Fleet Partners Pty Limited and other assets, the non-assessable gain on the sale of Truck Leasing Limited partially offset by the restatement of deferred tax balances for the announced New Zealand tax rate change which takes effect on 1 October 2008, the effective tax rate was 29.1%, a reduction from 29.3% at 30 September 2006. The decrease was due primarily to increased proﬁ ts from associates (net of Australian top-up tax) and Offshore Banking Unit (OBU) beneﬁ ts, partially offset by the run-off of structured ﬁ nance transactions. Chief Financial Ofﬁ cer’s Report 5 OVERVIEW OF BUSINESS DIVISIONS PERSONAL DIVISION Income Statement ($m) Net interest income Other operating income Operating income Operating expenses Provision before credit impairment and income tax Provision for credit impairment Proﬁ t before income tax Income tax expense and minority interest Proﬁ t after tax Cost to income Employee numbers 2007 3,282 1,411 4,693 (2,240) 2,453 (393) 2,060 (618) 1,442 2006 3,017 1,166 4,183 (2,081) 2,102 (336) 1,766 (527) 1,239 Movt % 9% 21% 12% 8% 17% 17% 17% 17% 16% 47.7% 49.7% 14,096 12,913 9% Proﬁ t after tax increased $203 million (16%) to $1,442 million for the year ended 30 September 2007. This increase was driven by strong lending and customer deposit growth and the beneﬁ ts from ongoing investment in the business. Expansion of the footprint continued with 39 extra branches in 2007, a further 400 ATMs and 1,183 additional staff, mainly in customer-facing and transformation roles. Five months of ETRADE Australia results were consolidated as full ownership was achieved (an increase of $37 million operating income and $28 million in operating expenses). Operating income was up 12% driven by volume growth, partly offset by margin decline of 5 basis points. Consumer Finance grew 12% due to increasing volumes and the impact of growth initiatives. Banking Products increased 15% mainly from new customer accounts. Mortgages grew 6% with lending growth of 12% offset by higher funding costs and continued competitive pressure on margins. Operating expenses increased 8% due to additional branches, ATMs and frontline staff as part of the investment in building “Australia’s Most Convenient Bank”. Credit costs increased 17% mainly reﬂ ecting volume growth, a strategic risk mix shift to low rate business, and higher delinquencies and bankruptcies in Consumer Finance. INSTITUTIONAL DIVISION Income Statement ($m) Net interest income Other operating income Operating income Operating expenses Provision before credit impairment and income tax Provision for credit impairment Proﬁ t before income tax Income tax expense and minority interest Proﬁ t after tax Cost to income Employee numbers 2007 1,975 1,527 3,502 (1,378) 2,124 (69) 2,055 (607) 1,448 2006 2,015 1,241 3,256 (1,256) 2,000 (58) 1,942 (579) 1,363 Movt % (2%) 23% 8% 10% 6% 19% 6% 5% 6% 39.3% 38.6% 5,225 4,915 6% Proﬁ t after tax increased $85 million (6%) to $1,448 million for the year ended 30 September 2007. The Markets business continued to beneﬁ t from diversity of product and geographic cover, with sales revenue particularly strong. Corporate Finance continued to grow with Alternative Assets increasing Funds Under Management and strong returns from earlier investments in the Private Equity business, although revenue growth was slowed by the substantial decline in capital market activity in the last two months of the year. Trade & Transaction Services maintained steady growth and solid volume growth in Business Banking was impacted in the ﬁ rst half by competitive pressures on margins on the secured lending book. Stadium Australia became a wholly owned subsidiary during the year as part of the Alternative Assets business (an increase of $35 million in operating income and $29 million in operating expenses). Operating income was up 8% driven by an increase of 7% in average net lending assets and 17% in average deposit and other borrowings volumes partially offset by a decline in net interest margin of 18 basis points. Strong revenue growth was achieved in Markets and Corporate Finance from increased customer activities. Operating expenses increased 10%, reﬂ ecting an increase of 310 in employee numbers and continued investments in technology in Markets and Trade and Transaction Services. Provision for credit impairment increased 19% with two large individual provisions offsetting a large recovery in the ﬁ rst half ($47 million). 6 ANZ Annual Report 2007 NEW ZEALAND BUSINESSES Income Statement ($m) Net interest income Other operating income Operating income Operating expenses Provision before credit impairment and income tax Provision for credit impairment Proﬁ t before income tax Income tax expense and minority interest Proﬁ t after tax Cost to income Employee numbers 2007 1,666 507 2,173 (1,034) 1,139 (69) 1,070 (344) 726 2006 1,507 481 1,988 (987) 1,001 (4) 997 (322) 675 Movt % 11% 5% 9% 5% 14% large 7% 7% 8% 47.6% 49.6% 8,923 8,788 2% Proﬁ t after tax increased $51 million (8%) to $726 million for the year ended 30 September 2007. Strong revenue growth, largely from continued momentum in lending growth, supported continued reinvestment in the business and the strengthening of the customer proposition. The result included an increase in credit impairment expense of $65 million from unusually low levels in 2006. Operating income was up 9% driven by robust balance sheet growth, with lending growth increasing 12% and customer deposits 7%, moderated by a 9 basis point contraction in margins. The disposal of the remaining MasterCard shares generated $9 million for the retail businesses ($4 million in 2006). Operating expenses increased 5% due to annual increases in salaries and investment in frontline staff and other business initiatives, partly offset by control of discretionary expenditure. The 2006 result included costs of $9 million in relation to the New Zealand Commerce Commission’s action on disclosure of optional issuer fees. The cost to income ratio reduced 200 basis points to 47.6%. Provision for credit impairment increased $65 million from $4 million in 2006, reﬂ ecting high levels of recoveries and writebacks of past provisions in the Corporate and Business Banking portfolios last year. PARTNERSHIPS & PRIVATE BANK Income Statement ($m) Net interest income Other operating income Operating income Operating expenses Provision before credit impairment and income tax Provision for credit impairment Proﬁ t before income tax Income tax expense and minority interest Proﬁ t after tax Cost to income Employee numbers 2007 133 289 422 (123) 299 (34) 265 (18) 247 2006 107 208 315 (95) 220 (24) 196 (12) 184 Movt % 24% 39% 34% 29% 36% 42% 35% 50% 34% 29.1% 30.2% 1,574 1,102 43% Proﬁ t after tax increased $63 million (34%) to $247 million for the year ended 30 September 2007. INGA earnings were up 27% driven by increased funds management activities. ANZ Private Bank proﬁ t after tax increased 16% with volume growth and increased sales of advisory and alternative investment products. 2007 also included signiﬁ cant Partnership activity with the completion of investments in AMMB Holdings Berhad in Malaysia, ANZ Vientiane Commercial Bank in Laos and Shanghai Rural Commercial Bank in China. Operating income was up 34% primarily from volume growth in Indonesia Cards and Personal and Private Bank business in Asia. In addition, INGA equity accounted income was up 27% reﬂ ecting strong core operating proﬁ t beneﬁ ting from superannuation legislation changes, buoyant investment markets and higher capital investment earnings. International Partnerships other operating income increased 73% as a result of stronger Panin earnings, the full year impact of new partnerships and the ﬁ rst time booking of a full quarter of earnings from AMMB Holdings Berhad. ANZ Private Bank other income increased 62% due to higher income from the distribution of alternative investment and advisory products. Operating expenses increased 29% as a result of ongoing investment across all of the businesses. Provision for credit impairment increased 42% due to the impact of regulatory changes and business volume growth in Indonesia Cards. Overview of Business Divisions 7 TEN YEAR SUMMARY Financial Performance1 Net interest income Other operating income Operating expenses Proﬁ t before income tax, credit impairment and non-core items1 Provision for credit impairment Income tax expense Minority interest Cash proﬁ t1 Non-core items1 Proﬁ t attributable to shareholders of the company Financial Position Assets2 Net Assets Tier 1 capital ratio3 Return on average ordinary equity4,5 Return on average assets4 Cost to income ratio6 Shareholder value – ordinary shares Total return to shareholders (share price movement plus dividends) Market capitalisation Dividend Franked portion Share price7 –interim –ﬁ nal –high –low –30 Sep Share information (per fully paid ordinary share) Earnings per share7 –basic Dividend payout ratio8 Net tangible assets per ordinary share9 No. of fully paid ordinary shares issued (millions) Dividend Reinvestment Plan (DRP) issue price –interim –ﬁ nal Other information Points of representation10 No. of employees (full time equivalents) No. of shareholders11 2007 $m 7,302 3,765 (4,953) 6,114 (567) (1,616) (7) 3,924 256 4,180 392,613 22,048 6.7% 19.6% 1.1% 44.8% 15.6% 55,382 136c 100% 100% $31.50 $25.75 $29.70 224.1c 60.9% $9.37 1,864.7 $29.29 – 1,327 34,353 327,703 2006 $m 6,943 3,146 (4,605) 5,484 (407) (1,486) (4) 3,587 101 3,688 334,640 19,906 6.8% 20.1% 1.1% 45.6% 17.1% 49,331 125c 100% 100% $28.66 $22.70 $26.86 200.0c 62.6% $8.53 1,836.6 $26.50 $28.25 1,265 32,256 291,262 2005 $m 6,371 2,935 (4,340) 4,966 (565) (1,247) (3) 3,151 24 3,175 300,885 19,538 6.9% 19.0% 1.1% 46.6% 32.6% 43,834 110c 100% 100% $24.45 $19.02 $24.00 169.5c 65.0% $7.77 1,826.4 $21.85 $23.85 1,223 30,976 263,467 2004 $m 5,252 3,267 (4,005) 4,514 (632) (1,147) (4) 2,731 84 2,815 259,345 17,925 6.9% 17.8% 1.1% 45.3% 17.0% 34,586 101c 100% 100% $19.44 $15.94 $19.02 153.1c 67.5% $7.51 1,818.4 $17.84 $19.95 1,190 28,755 252,072 1 ANZ excludes from cash profit significant items, ANZ National Bank integration costs and volatility associated with ineffectiveness arising from designated accounting hedges, volatility arising from the usage of the fair value option and volatility from approved classes of derivatives not designated in accounting hedge relationships but that are considered to be economic hedges. ANZ excludes these items to provide a better indication of the underlying business performance. In addition, the 2005 result has been calculated on an AIFRS basis that is comparable with 2006 with the net effect of these adjustments included in non-core items, allowing readers to see the impact on 2005 results of accounting standards that have only been applied from 1 October 2005. 2 From 1998 to 2001, consolidated assets include the statutory funds of ANZ Life as required by an accounting standard. For the year 2004, consolidated assets include the statutory funds of NBNZ Life Insurance Limited. ANZ Life was sold in May 2002 and NBNZ Life Insurance was sold on 30 September 2005. 3 Calculated in accordance with Australian Prudential Regulation Authority requirements effective at the relevant date. 4 Excludes non-core items and minority interest. The 2005 ratio has been calculated on an AIFRS basis that is comparable with that of 2006. 8 ANZ Annual Report 2007 2003 $m 4,311 2,808 (3,228) 3,891 (614) (926) (3) 2,348 – 2,348 195,591 13,787 7.7% 20.6% 1.2% 45.1% 6.7% 27,314 95c 100% 100% $18.45 $15.01 $17.17 142.4c 64.2% $7.49 1,521.7 $18.48 $16.61 1,019 23,137 223,545 2002 $m 4,018 2,796 (3,153) 3,661 (610) (880) (3) 2,168 154 2,322 183,105 11,465 7.9% 21.6% 1.3% 46.0% 15.3% 26,544 85c 100% 100% $19.70 $15.23 $16.88 141.4c 57.8% $6.58 1,503.9 $19.24 $18.32 1,018 22,482 198,716 Previous AGAAP 2001 $m 3,833 2,573 (3,092) 3,314 (531) (911) (2) 1,870 – 1,870 185,493 10,551 7.5% 20.2% 1.1% 48.0% 26.2% 23,783 73c 100% 100% $16.71 $12.63 $15.28 112.7c 62.0% $5.96 1,488.3 $15.05 $18.33 1,056 22,501 181,667 2000 $m 3,801 2,583 (3,314) 3,070 (502) (863) (2) 1,703 44 1,747 172,467 9,807 7.4% 19.3% 1.1% 51.7% 36.3% 20,002 64c 100% 100% $12.87 $9.18 $12.70 102.5c 59.1% $5.49 1,506.2 $11.62 $14.45 1,087 23,134 179,829 1999 $m 3,655 2,377 (3,300) 2,732 (510) (736) (6) 1,480 – 1,480 152,801 9,429 7.9% 17.6% 1.0% 54.5% 19.6% 16,045 56c 75% 80% $12.11 $8.12 $9.80 86.9c 62.1% $5.21 1,565.4 $10.95 $11.50 1,147 30,171 179,945 1998 $m 3,547 2,142 (3,442) 2,247 (487) (576) (9) 1,175 (69) 1,106 153,215 8,391 7.2% 15.9% 0.7% 60.9% –15.6% 13,885 52c 60% 60% $11.52 $7.65 $8.62 69.7c 67.8% $4.98 1,539.4 $10.64 $10.78 1,205 32,072 151,564 5 For the periods 1998 to 2002, the return on average ordinary equity calculation accrues the dividend over the year. From 2003, dividends may no longer be accrued and are not included in the calculation of return on average ordinary equity. 6 Excludes non-core items. Periods prior to 2005 also exclude goodwill amortisation. The 2005 ratio has been calculated on an AIFRS basis that is comparable with that of 2006. 7 Periods prior to 2004 adjusted for the bonus elements of the November 2003 Rights Issue. 8 From 2003, the dividend payout ratio includes the final dividend proposed but not provided for in terms of AASB 1044 Provisions, Contingent Liabilities and Contingent Assets which was effective from the September 2003 financial year. 9 Equals shareholders’ equity less preference share capital, goodwill, software and other intangible assets divided by the number of ordinary shares. For periods prior to 2005, this equals shareholders’ equity less preference share capital and unamortised goodwill divided by the number of ordinary shares. 10 Includes branches, offices, representative offices and agencies. 11 From 2000 onwards, the number of shareholders does not include the number of employees whose only shares are held by ANZEST Pty Ltd as the trustee for shares issued under the terms of any ANZ employee incentive plan. Ten Year Summary 9 DIRECTORS’ REPORT The directors present their report together with the Financial Report of the consolidated entity (the Group), being Australia and New Zealand Banking Group Limited (the Company) and its controlled entities, for the year ended 30 September 2007 and the Independent Auditor’s Report thereon. The information is provided in conformity with the Corporations Act 2001. PRINCIPAL ACTIVITIES The Group provides a broad range of banking and ﬁ nancial products and services to retail, small business, corporate and institutional clients. The Group conducts its operations primarily in Australia and New Zealand (93% of total assets at 30 September 2007 are related to these operations). The remainder of the Group’s operations are conducted across the Asia Paciﬁ c region and in a number of other countries including the United Kingdom and the United States. At 30 September 2007, the Group had 1,327 branches and other points of representation worldwide excluding Automatic Teller Machines (‘ATMs’). RESULT Consolidated proﬁ t after income tax attributable to shareholders of the Company was $4,180 million, an increase of 13% over the prior year. The increase in proﬁ t is due to revenue growth of 12% which includes a one-off gain on the sale of Esanda Fleetpartners of $195 million. The provision for credit impairment charge increased by 39% to $567 million. The increase is principally due to higher individual provision charges in Personal Division resulting from planned growth and lower recoveries in 2007 as compared to 2006. One of the key drivers of the Group’s performance has been strong overall balance sheet growth over the past 12 months. The major components of the Group’s balance sheet and the related movements from prior year are as follows: Net loans and advances increased by 13% from $255,922 million to $288,846 million, primarily due to growth in mortgage and institutional lending in Australia. Deposits and other borrowings increased by 15% from $204,794 million to $234,873 million, principally to fund business growth. Bonds and notes increased by 8% from $50,050 million to $54,075 million, primarily to fund asset growth. 10 ANZ Annual Report 2007 Further details are contained on pages 4 to 7 of this Annual Report. STATE OF AFFAIRS In the directors’ opinion, there have been no signiﬁ cant changes in the state of affairs of the Group during the ﬁ nancial year, other than: In October 2006, ANZ sold the Esanda Fleetpartners business. In May 2007, ANZ acquired an initial 19% investment in AMMB Holdings Berhad (“AMMB”). In June 2007 ANZ ﬁ nalised its acquisition of ETRADE Australia Limited. In July 2007 ANZ acquired 100% of Citizens Security Bank in Guam. In August 2007 ANZ acquired 10% of Saigon Securities Incorporation. In September 2007 ANZ acquired a 20% investment in Shanghai Rural Commercial Bank. In September 2007 ANZ acquired 60% of the ANZ Vientiane Commercial Bank in Laos. During the year, ANZ applied for deregistration from the US Securities and Exchange Commission (SEC) as a Foreign Private Issuer of Securities in the United States. This became effective in October 2007. Further review of matters affecting the Group’s state of affairs is also contained in the Overview of Operations on pages 4 and 5 of this Annual Report. DIVIDENDS The directors propose that a ﬁ nal fully franked dividend of 74 cents per fully paid ordinary share shall be paid on 21 December 2007. The proposed payment amounts to approximately $1,381 million. During the ﬁ nancial year, the following fully franked dividends were paid on fully paid ordinary shares: Cents per share Amount before bonus option plan adjustment $m Type Date of payment Final 2006 Interim 2007 69 62 15 December 2006 2 July 2007 1,267 1,144 The proposed ﬁ nal dividend of 74 cents together with the interim dividend of 62 cents brings total dividends in relation to the year ended 30 September 2007 to 136 cents fully franked. REVIEW OF OPERATIONS Over the past decade ANZ has improved ﬁ nancial performance, productivity and returns to shareholders. We have continued to focus on our customers, our people and our communities. The Group has produced a solid result based on solid business performance for the year ended 30 September 2007. Divisional performance showed good growth primarily in Personal and New Zealand Businesses, with more subdued growth in Institutional. Further review of the Group during the ﬁ nancial year and the results of those operations, including an assessment of the ﬁ nancial position and business strategies of the Group, is contained in the Chairman’s Report, the Overview of Operations and the Overview of Business Divisions on pages 3 to 7 of this Annual Report. EVENTS SINCE THE END OF THE FINANCIAL YEAR There were no signiﬁ cant events from 30 September 2007 to the date of this report. FUTURE DEVELOPMENTS Details of likely developments in the operations of the Group and its prospects in future ﬁ nancial years are contained in this Annual Report under the Chairman’s Report. In the opinion of the directors, disclosure of any further information would be likely to result in unreasonable prejudice to the Group. ENVIRONMENTAL REGULATION ANZ recognises our obligation to our stakeholders – customers, shareholders, staff and the community – to operate in a way that advances sustainability and mitigates our environmental impact. Our commitment to improve our environmental performance is integral to our “making a sustainable contribution to society”. We acknowledge that we have an impact on the environment: directly through the conduct of our business operations; and indirectly through the products and services we provide to our customers. As such, ANZ has established an Environment charter, strategy and internal responsibilities for reducing the impact of our operations and business activities on the environment. The operations of the Group are not subject to any particular and signiﬁ cant environmental regulation under a law of the Commonwealth or of a State or Territory. However, the operations of the Group may become subject to environmental regulation when enforcing securities over land. ANZ has developed policies to manage such environmental risks. Having made due enquiry, to the best of our knowledge no member of the Group has incurred any material environmental liability during the year. DIRECTORS’ QUALIFICATIONS, EXPERIENCE AND SPECIAL RESPONSIBILITIES At 1 October 2006, the Board comprised 7 independent non-executive directors and 1 executive director, the Chief Executive Ofﬁ cer. Mr David Gonski retired on 30 June 2007 and Mr John McFarlane’s term as Chief Executive Ofﬁ cer and Managing Director ended on 30 September 2007. Mr Ian Macfarlane was appointed to the Board as an independent non-executive director on 16 February 2007 and Mr Michael Smith was appointed as Chief Executive Ofﬁ cer and Managing Director on 1 October 2007. At the date of this report, the Board comprises 7 non-executive directors who have a diversity of business and community experience and 1 executive director, the Chief Executive Ofﬁ cer, who has extensive banking experience. The names of directors and details of their skills, qualiﬁ cations, experience and when they were appointed to the Board are contained on pages 37 to 39 of this Annual Report. Details of the number of Board and Board Committee meetings held during the year, directors’ attendance at those meetings, and details of directors’ special responsibilities are shown on pages 43 to 45 of this Annual Report. Details of directorships of other listed companies held by each current director in the 3 years prior to the end of the 2007 ﬁ nancial year are listed on pages 37 to 39. COMPANY SECRETARIES’ QUALIFICATIONS AND EXPERIENCE Currently there are three people appointed as Company Secretaries of the Company. Details of their roles are contained on page 42. Their qualiﬁ cations are as follows: Bob Santamaria, BCom, LLB (Hons), Group General Counsel and Company Secretary. Mr Santamaria joined ANZ on 27 August 2007. He had previously been a Partner at the law ﬁ rm Allens Arthur Robinson since 1987. He was Executive Partner Corporate, responsible for client liaison with some of Allens Arthur Robinson’s largest corporate clients. Mr Santamaria brings to ANZ a strong background in leadership of a major law ﬁ rm, together with signiﬁ cant experience in securities, mergers and acquisitions. He holds a Bachelor of Commerce and Bachelor of Laws (Honours) from the University of Melbourne. He is also an Afﬁ liate of Chartered Secretaries Australia. Peter Marriott, BEc (Hons), Chief Financial Ofﬁ cer and Company Secretary. Mr Marriott has been involved in the ﬁ nance industry for more than 25 years. Mr Marriott joined ANZ in 1993. Prior to his career at ANZ, Mr Marriott was a Partner in the Melbourne ofﬁ ce of the then KPMG Peat Marwick. He is a Fellow of a number of professional organisations including the Institute of Chartered Accountants in Australia and the Australian Institute of Banking and Finance. He is also a Member of the Australian Institute of Company Directors. John Priestley, BEc, LLB, FCIS, Company Secretary. Mr Priestley, a qualiﬁ ed lawyer, joined ANZ in 2004. Prior to ANZ, he had a long career with Mayne Group and held positions which included responsibility for the legal, company secretarial, compliance and insurance functions. He is a Fellow of Chartered Secretaries Australia and also a member of Chartered Secretaries Australia’s National Legislation Review Committee. NON-AUDIT SERVICES The Company’s Relationship with External Auditor Policy (which incorporates requirements of the Corporations Act 2001) states that the external auditor may not provide services that are perceived to be in conﬂ ict with the role of the auditor. These include consulting advice and sub-contracting of operational activities normally undertaken by management, and engagements where the auditor may ultimately be required to express an opinion on its own work. Speciﬁ cally the policy: limits the non-audit services that may be provided requires that audit and permitted non-audit services must be pre-approved by the Audit Committee, or pre-approved by the Chairman of the Audit Committee and notiﬁ ed to the Audit Committee requires the external auditor to not commence an audit engagement (or permitted non-audit service) for the Group, until the Group has conﬁ rmed that the engagement has been pre-approved. The Audit Committee has reviewed a summary of non-audit services provided by the external auditor for 2007, and has conﬁ rmed that the provision of non-audit services for 2007 is consistent with the Company’s Relationship with External Auditor Policy and compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. This has been formally advised to the Board of Directors. The external auditor has conﬁ rmed to the Audit Committee that they have complied with the Company’s Relationship with External Auditor Policy on the provision of non-audit services by the external auditor for 2007. The non-audit services supplied to the Group by the Group’s external auditor, KPMG, and the amount paid or payable by the Group by type of non-audit service during the year ended 30 September 2007 are as follows: Non-audit service Sustainability review Compliance testing for securitisation transaction Training courses Total Amount paid/ payable $’000s 2007 – 66 44 2006 203 — 44 110 247 Directors’ Report 11 DIRECTORS’ REPORT CONTINUED For the reasons set out above, the directors are satisfied that the provision of non-audit services by the external auditor during the year ended 30 September 2007 is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. LEAD AUDITOR’S INDEPENDENCE DECLARATION The lead auditor’s independence declaration given under section 307C of the Corporations Act 2001 is set out on page 35 and forms part of this Directors’ Report for the year ended 30 September 2007. DIRECTORS AND OFFICERS WHO WERE PREVIOUSLY PARTNERS OF THE AUDITOR The following persons were during the ﬁ nancial year and are currently directors or ofﬁ cers of the Group and were partners of KPMG at a time when KPMG was the auditor of Australia and New Zealand Banking Group Limited: Ms Margaret Jackson, Non-executive director (left KPMG in June 1992) Mr Peter Marriott, Chief Financial Ofﬁ cer (left KPMG in January 1993). CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER DECLARATION The Chief Executive Ofﬁ cer and the Chief Financial Ofﬁ cer have given the declarations to the Board concerning the Group’s ﬁ nancial statements required under section 295A(2) of the Corporations Act 2001 and recommendations 4.1 and 7.2 of the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations. DIRECTORS’ AND OFFICERS’ INDEMNITY The Company’s Constitution (Rule 11.1) permits the Company to indemnify each ofﬁ cer or employee of the Company against liabilities (so far as may be permitted under applicable law) incurred in the execution and discharge of the ofﬁ cer’s or employee’s duties. It is the Company’s policy that its employees should not incur any liability for acting in the course of their employment legally, within the policies of the Company and provided they act in good faith. Under the policy, the Company will indemnify employees against any liability they incur 12 ANZ Annual Report 2007 in carrying out their role. The indemnity protects employees and former employees who incur a liability when acting as an employee, trustee or ofﬁ cer of the Company, or a subsidiary of the Company at the request of the Company. The indemnity is subject to applicable law and will not apply in respect of any liability arising from: a claim by the Company; a claim by a related body corporate; a lack of good faith; illegal or dishonest conduct; or non-compliance with the Company’s policies or discretions. The Company has entered into Indemnity Deeds with each of its directors, with certain secretaries of the Company, and with certain employees and other individuals who act as directors or ofﬁ cers of related body corporates or of another company. To the extent permitted by law, the Company indemniﬁ es the individual for all liabilities, including costs, damages and expenses incurred in their capacity as an ofﬁ cer of the company to which they have been appointed. The Company has indemniﬁ ed the trustees and former trustees of certain of the Company’s superannuation funds and directors, former directors, ofﬁ cers and former ofﬁ cers of trustees of various Company sponsored superannuation schemes in Australia. Under the relevant Deeds of Indemnity, the Company must indemnify each indemniﬁ ed person if the assets of the relevant fund are insufﬁ cient to cover any loss, damage, liability or cost incurred by the indemniﬁ ed person in connection with the fund, being loss, damage, liability or costs for which the indemniﬁ ed person would have been entitled to be indemniﬁ ed out of the assets of the fund in accordance with the trust deed and the Superannuation Industry (Supervision) Act 1993. This indemnity survives the termination of the fund. Some of the indemniﬁ ed persons are or were directors or executive ofﬁ cers of the Company. The Company has also indemniﬁ ed certain employees of the Company, being trustees and administrators of a trust, from and against any loss, damage, liability, tax, penalty, expense or claim of any kind or nature arising out of or in connection with the creation, operation or dissolution of the trust or any act or omission performed or omitted by them in good faith and in a manner that they reasonably believed to be within the scope of the authority conferred by the trust. Except for the above, neither the Company nor any related body corporate of the Company has indemniﬁ ed or made an agreement to indemnify any person who is or has been an ofﬁ cer or auditor of the Company or of a related body corporate. During the ﬁ nancial year, and again since the end of the ﬁ nancial year, the Company has paid a premium for an insurance policy for the beneﬁ t of the directors, secretaries, and senior managers of the Company, and directors, secretaries and senior managers of related bodies corporate of the Company. In accordance with common commercial practice, the insurance policy prohibits disclosure of the nature of the liability insured against and the amount of the premium. ROUNDING OF AMOUNTS The Company is a company of the kind referred to in Australian Securities and Investments Commission class order 98/100 (as amended) pursuant to section 341(1) of the Corporations Act 2001. As a result, amounts in this Directors’ Report and the accompanying ﬁ nancial statements have been rounded to the nearest million dollars except where otherwise indicated. EXECUTIVE OFFICERS’ AND EMPLOYEE SHARE OPTIONS Details of share options issued over shares granted to the Chief Executive Ofﬁ cer and disclosed executives, and on issue as at the date of this report are detailed in the Remuneration Report. Details of share options issued over shares granted to employees and on issue as at the date of this report are detailed in note 47 of the 2007 Financial Report. No person entitled to exercise any option has or had, by virtue of an option, a right to participate in any share issue of any other body corporate. The names of all persons who currently hold options are entered in the register kept by the Company pursuant to section 170 of the Corporations Act 2001. This register may be inspected free of charge. This page has been left blank intentionally. Directors’ Report 13 REMUNERATION REPORT Introduction This Remuneration Report details ANZ’s remuneration policies which apply to key management personnel (KMP) and ANZ executives classiﬁ ed as “secretaries or senior managers” as deﬁ ned in the Corporations Act. The report identiﬁ es the link between remuneration and ANZ’s performance, and individual outcomes relating to remuneration and equity for ANZ’s directors and executives (as required by AASB 124 and the Corporations Act). This report covers the KMP of the Company and the Group (which includes the directors of the parent) and the ﬁ ve highest paid executives in the Company and the Group. KMP were selected according to the following criteria: All directors of the ANZ Board: Based on responsibility for providing direction in relation to the management of ANZ. The Board Charter clearly sets out the Board’s purpose, powers, and speciﬁ c responsibilities. Section A: Remuneration Tables TABLE 1: DIRECTOR REMUNERATION For the year ended 30 September 2007, remuneration details of the KMP identiﬁ ed as directors of the Company, are set out below: Current Non-Executive Directors C Goode (Appointed director July 1991; appointed Chairman August 1995) Independent Non Executive Director, Chairman G Clark (Appointed February 2004) Independent Non Executive Director J Ellis (Appointed October 1995) Independent Non Executive Director M Jackson (Appointed March 1994) Independent Non Executive Director I Macfarlane (Appointed February 2007) Independent Non Executive Director D Meiklejohn (Appointed October 2004) Independent Non Executive Director J Morschel (Appointed October 2004) Independent Non Executive Director Former Non-Executive Directors D Gonski (Appointed February 2002; retired 30 June 2007)7 Independent Non Executive Director R Deane (Appointed September 1994; retired 30 June 2006)7 Independent Non Executive Director Total of all Non-Executive Directors Executive Director J McFarlane (Appointed October 1997; retired 30 September 2007)8,9 Chief Executive Ofﬁ cer Total of all Directors Financial Year Cash salary/fees $ Value of shares acquired in lieu of cash salary/fees1 $ Associated entity Board fees (cash) $ 2007 2006 2007 2006 2007 2006 2007 2006 2007 2007 2006 2007 2006 2007 2006 2006 2007 2006 2007 2006 2007 2006 93,314 78,724 144,000 137,250 157,368 144,426 192,000 183,000 89,556 192,000 183,000 156,797 149,526 135,581 122,521 137,250 1,160,616 1,135,697 689,566 621,118 47,962 45,738 34,624 38,551 – – 29,852 – – 47,962 45,738 8,399 60,446 – 858,365 811,591 528,587 50 1,689,203 1,135,747 1,553,377 2,071,192 2,411,742 2,882,783 – – – – – – – – – – – 122,14110 – 122,141 – – – 122,141 SHORT-TERM EMPLOYEE BENEFITS Committee fees (cash) $ – – 36,400 34,808 42,000 65,500 69,000 65,500 27,062 77,400 66,866 69,000 40,000 36,750 46,775 21,025 357,612 340,474 – – 357,612 340,474 COMMENTARY ON CHANGES BETWEEN 2006 & 2007 Non-Executive Directors There is a slight decrease in 2007 Total Remuneration for Non- Executive Directors (NEDs) compared with 2006. This can be primarily attributed to the retirement of R Deane in June 2006, whose Total Remuneration was greater than the typical NED due to the associated entity Board Fees. Director fees were increased (effective 1 October 2006) by 5% and the Chairman’s fee by 12%. Refer to section B1 for more details. Executive Director (Chief Executive Ofﬁ cer) The variation in the CEO’s remuneration between 2006 and 2007 is primarily attributed to his contractual and statutory payments (relating to his beneﬁ ts on retirement), and the payment for the relinquishment of his performance shares. Further details can be found in section D1. 14 ANZ Annual Report 2007 Executives: Based on direct reports of the CEO with key responsibility for the strategic direction and management of a major revenue- generating division or who control material revenue and expenses. The Board People Committee has responsibility for director and executive remuneration and executive succession, and for making recommendations to the Board on remuneration and succession matters related to the CEO (refer to page 44 of the Corporate Governance Report for more details about the Committee’s role, and anz.com > about ANZ > Corporate Governance > ANZ People Committee Charter, which details the terms of reference under which the Committee operates). On a number of occasions throughout the year, both the Board People Committee and management received external advice on matters relating to remuneration. The following advisors were used: Blake Dawson Waldron, Ernst & Young, Hay Group, Greenwoods & Freehills, and PricewaterhouseCoopers. POST- EMPLOYMENT Short term incentive1,2 $ Other $ Total $ Super contributions3 $ LONG TERM EMPLOYEE BENEFITS Long service leave accrued during the year $ TERMINATION BENEFITS4 SHARE-BASED PAYMENTS5 Total amortisation value of LTI options $ n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a – – – – – – – – – 1,14011 – 1,60011 1,140 1,600 782,880 699,842 228,362 217,796 233,992 248,477 261,000 248,500 146,470 269,400 249,866 273,759 235,264 181,870 229,742 282,016 2,377,733 2,411,503 2,090,000 2,420,005 2,090,000 2,420,005 1,124,50711,12,13,14 219,37012,13 1,125,647 220,970 5,296,471 4,710,617 7,674,204 7,122,120 12,797 12,276 12,797 12,276 12,797 12,276 12,797 12,276 8,854 12,797 12,276 – – 9,515 12,276 9,104 82,354 82,760 417,975 428,700 500,329 511,460 n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a Total Remuneration6 $ 795,677 712,118 241,159 230,072 246,789 260,753 273,797 260,776 155,324 282,197 262,142 273,759 235,264 191,385 242,018 291,120 2,460,087 2,494,263 – 59,376 – 59,376 915,261 – 915,261 – 123,411 756,311 123,411 756,311 6,753,118 5,955,00415 9,213,205 8,449,267 1 Shares acquired through participation in Directors’ Share Plan. Value reflects the price at which the shares were purchased on-market (amortisation not applicable). For the CEO, this also included his 2006 cash incentive which he elected to receive 100% as restricted shares. Share purchases for NEDs were made on 30 October 2006, 7 May 2007 and 31 August 2007 for the 2007 year and on 31 October 2005 and 1 May 2006 for the 2006 year. 2 100% of the CEO’s cash incentive vested during the financial year that performance relates to. The possible range of short-term incentive (STI) payments is between 0% and 150% of Fixed Remuneration. The 2007 STI awarded as a percentage of Fixed Remuneration was 95%. Includes $300,000 additional employer contribution, agreed as part of the CEO’s contract extension announced 26 October 2004 (refer to section D2). For J Morschel, superannuation guarantee contributions paid in respect of each other NED, are paid to him as cash in lieu. 4 Comprises $550,000 for the 3 month unexpired portion of his employment contract and a 3 5 $365,261 pro-rata long service leave entitlement. In accordance with the requirements of AASB 2 Share-based Payment, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that had not yet fully vested as at the commencement of the financial year. It is assumed that the options will vest at the commencement of their exercise period (i.e. the shortest possible vesting period is assumed). The fair value is determined at grant date and is allocated on a straight-line basis over the expected vesting period. The amount included as remuneration is not related to nor indicative of the benefit (if any) that may ultimately be realised should the options become exercisable. covered by the insurance policy as, based on all available information, the directors believe that no reasonable basis for such allocation exists. 7 The following benefits were paid under the ANZ Directors’ Retirement Scheme to the following former directors: R Deane (retired 30 June 2006) – $723,107; D Gonski (retired 30 June 2007) – $340,676 based on sale of shares relating to Retirement Scheme. 8 Amortisation value of options as a percentage of total remuneration (as shown in the Total column above) was 2% in 2007 (13% in 2006). 9 J McFarlane, ANZ’s only executive director, elected to use almost all of his cash salary and 100% of his 2006 incentive to purchase on market restricted shares under the Directors’ Share Plan. The purchase dates were 30 October 2006, 29 January 2007 and 7 May 2007 for the 2007 year and 31 October 2005, 30 January 2006, 1 May 2006 and 7 August 2006 for the 2006 year. 10 Amounts paid in NZD are converted to AUD at an average rate for the 2006 year of 1.1433. 11 Other for R Deane and D Gonski relates to a non-monetary benefit received on retirement as a gift from the Board. The gift for J McFarlane was $7,000. 12 Includes reimbursement to J McFarlane of $93,461 in 2007 (2006: $202,837) for the additional tax liability on his UK Pension Plan holdings, arising as a result of Australian Foreign Investment Fund rules, and J McFarlane’s continuing Australian residency (in accordance with the contractual arrangements detailed in section D1.1). 13 Includes $24,046 professional services rendered in respect of taxation matters in 2007 ($16,533 in 2006). 14 Includes a $1million payment for the relinquishment of the CEO’s Performance Shares. Refer to 6 Amounts disclosed for remuneration of directors exclude insurance premiums paid by the section D.1.3 for further details. consolidated entity in respect of directors’ and officers’ liability insurance contracts which cover current and former directors and officers, including senior managers of the entity and directors, senior managers and secretaries of the controlled entities. The total premium, which cannot be disclosed because of confidentiality requirements, has not been allocated to the individuals 15 Due to ANZ acquiring the CEO’s Performance Shares, the CEO’s 2006 Total Remuneration is $1,310,649 (i.e. amortised amount) less than what was disclosed in 2006. Refer to section D1.3 for further details. Remuneration Report 15 Section A: Remuneration Tables (continued) TABLE 2: EXECUTIVE KEY MANAGEMENT PERSONNEL REMUNERATION AND TOP 5 REMUNERATED For the year ended 30 September 2007, remuneration details of the KMP identiﬁ ed as executives of the Group, (as required under AASB 124), and the ﬁ ve most highly remunerated executives in the Company and the Group (as required under the Corporations Act), other than the Chief Executive Ofﬁ cer, are set out below: Current Executives R Edgar Senior Managing Director B Hartzer Group Managing Director, Personal G Hodges9 Chief Executive, ANZ National Bank Limited (New Zealand) P Hodgson10 Group Managing Director, Institutional P Marriott Chief Financial Ofﬁ cer A Thursby11 Group Managing Director, Asia Paciﬁ c Former Key Management Personnel S Targett12 Former Group Managing Director, Institutional E Funke Kupper (resigned effective 1 February 2006)13 Group Managing Director, Asia Paciﬁ c Total of all Executive KMPs Total of all Disclosed Executives SHORT-TERM EMPLOYEE BENEFITS POST- EMPLOYMENT Total cash incentive2,3 $ Total $ Super contributions $ Financial Year 2007 2006 2007 2006 2007 2006 2007 2006 2007 2006 2007 Cash salary/fees $ 795,275 787,068 931,232 883,626 900,000 841,866 808,456 701,393 889,425 842,618 70,000 Non monetary beneﬁ ts1 $ 9,620 14,788 61,963 59,640 56,600 71,920 9,620 6,313 9,620 6,313 770 1,060,000 850,000 1,315,000 1,300,000 900,000 895,000 850,000 825,000 1,090,000 1,080,000 – 1,864,895 1,651,856 2,308,195 2,243,266 1,856,600 1,808,786 1,668,076 1,532,706 1,989,045 1,928,931 70,770 2007 2006 983,675 936,600 – 6,313 550,000 1,000,000 1,533,675 1,942,913 2006 2007 2006 2007 2006 234,483 5,378,063 4,526,261 5,378,063 5,227,654 2,110 148,193 161,084 148,193 167,397 – 236,593 5,765,000 5,125,000 5,765,000 5,950,000 11,291,256 9,812,345 11,291,256 11,345,051 49,725 49,725 61,425 58,500 – 7,459 50,544 43,875 55,575 52,650 – 61,425 58,500 14,663 278,694 241,497 278,694 285,372 COMMENTARY ON CHANGES BETWEEN 2006 & 2007 Consistent with previous years, a market review of 2006/2007 remuneration was undertaken. Overall, it was found that reward levels were generally market competitive and therefore only Fixed Remuneration was adjusted in line with market movements. From an individual perspective, the 14% increase in Peter Hodgson’s Total Remuneration reﬂ ects the increased responsibilities associated with the change in his role from Chief Risk Ofﬁ cer to Group Managing Director Institutional. Other year-on-year variations include: i) E Funke Kupper only disclosed in 2006 based on the four month period he was classiﬁ ed as a KMP; not included in 2007 totals. ii) Inclusion of A Thursby in 2007 totals for the 1 month period he was a KMP (i.e. commenced 3 September 2007). 16 ANZ Annual Report 2007 LONG-TERM EMPLOYEE BENEFITS SHARE-BASED PAYMENTS5 Retirement beneﬁ t accrued during year4 $ Long service leave accrued during the year $ Total amortisation value of STI shares $ Total amortisation value of LTI shares $ Total amortisation value of LTI options $ Total amortisation value of performance rights $ Total amortisation of other equity allocations6 $ Total Remuneration7,8 $ 3,297 – – – 610 – – – – – – – – – 3,907 – 3,907 – 13,278 37,607 21,938 40,575 29,940 48,447 52,121 11,716 25,533 34,830 – 18,283 20,020 – 161,093 181,479 161,093 193,195 31,928 108,692 30,613 94,597 23,569 82,179 38,553 130,541 39,638 127,015 – – – 273,389 503,179 93,063 175,183 79,066 150,066 100,838 113,241 97,621 206,816 – 79,418 181,819 91,008 174,542 77,386 149,602 17,809 30,377 95,807 206,831 – 419,586 202,340 513,944 216,792 466,213 202,340 386,289 173,434 474,537 209,566 – – – – – – – – – – – 24,763 2,735,516 2,735,218 3,120,186 3,003,455 2,533,384 2,448,879 2,314,230 2,035,890 2,777,756 2,766,639 95,533 44,857 44,857 43,215 43,215 482,864 216,795 1,003,152 1,166,859 3,187,471 3,493,159 104,930 164,301 517,413 164,301 647,954 146,895 688,834 1,226,996 688,834 1,340,237 147,119 404,643 903,128 404,643 933,505 152,622 2,743,433 1,200,455 2,743,433 1,373,889 – 802,822 1,027,915 1,166,859 1,027,915 1,166,859 16,764,076 15,250,172 16,764,076 17,286,062 1 Non-monetary benefits consist of salary packaged items such as car parking, novated lease motor vehicles and G Hodges’ non-monetary benefits include housing and airfares. 2 Total cash incentive relates to the full incentive amount for the financial year that the performance relates to. 100% of the cash incentive awarded in both 2006 and 2007 vested to the person in the applicable financial year. 3 The possible range of short-term incentive (STI) payments is between 0% and 150% of Fixed Remuneration. The actual incentive received is dependant on ANZ Group, division and individual performance (refer to C4.1 for more details). The 2007 STI awarded as a percentage of Fixed Remuneration was: B Hartzer 125%; R Edgar 125%; G Hodges 100%; P Hodgson 100%; P Marriott 115%; S Targett 76%. 5 4 Accrual relates to Retirement Allowance. As a result of being employed with ANZ prior to November 1992, R Edgar and G Hodges are eligible to receive a Retirement Allowance on retirement, retrenchment, death, or resignation for illness, incapacity or domestic reasons. The Retirement Allowance is calculated as follows: 3 months of notional salary (which is 65% of Fixed Remuneration) plus an additional 3% of notional salary for each year of full-time service above 10 years, less the total accrual value of long service leave (including taken and untaken). In accordance with the requirements of AASB 2, the amortisation value includes a proportion of the fair value (taking into account market-related vesting conditions) of all equity that had not yet fully vested as at the commencement of the financial year. It is assumed that the options / performance rights will vest at the commencement of their exercise period (i.e. the shortest possible vesting period is assumed) and that deferred shares will vest after 3 years. The fair value is determined at grant date and is allocated on a straight-line basis over the 3-year vesting period. The amount included as remuneration is not related to nor indicative of the benefit (if any) that may ultimately be realised should the options / performance rights become exercisable. For deferred shares, the fair value is the volume weighted average price of the Company’s shares traded on the ASX on the day the shares were granted. 6 Amortisation of other equity allocations for S Targett relates to the grant of deferred shares beginning on 11 May 2004 (four tranches to the value of $700,000 each issued at 6 month intervals in May and November in 2004 and 2005) and hurdled A options (refer to section F10.1 for performance hurdle details) to compensate S Targett for the loss of access to equity as a result of his resignation from his previous employer. Amortisation of other equity allocations for A Thursby relates to the allocation of $1m of 3 year deferred shares to compensate for equity foregone from his previous employer. 7 Remuneration amounts disclosed exclude insurance premiums paid by the consolidated entity in respect of directors’ and officers’ liability insurance contracts which cover current and former directors and officers, including senior managers of the entity and directors, senior managers and secretaries of the controlled entities. The total premium, which cannot be disclosed because of confidentiality requirements, has not been allocated to the individuals covered by the insurance policy as, based on all available information, the directors believe that no reasonable basis for such allocation exists. 8 Amortisation value of options and rights as a percentage of total remuneration was: B Hartzer 19% (2006: 13%); R Edgar 18% (2006: 14%); G Hodges 21% (2006: 14%); P Hodgson 17% (2006: 10%); P Marriott 21% (2006: 15%); S Targett 21% (2006: 15%). 9 Prior to November 2005, G Hodges was the Group Managing Director, Corporate. Between 1 November 2005 and 31 December 2005, he was the Chief Executive Designate (New Zealand), with his position changing to Chief Executive, ANZ National Bank Limited, New Zealand effective 1 January 2006. 10 P Hodgson commenced in the position of Group Managing Director, Institutional on 8 June 2007. Prior to this, P Hodgson was the Chief Risk Officer for the period 1 December 2004 to 7 June 2007. 11 A Thursby commenced employment with ANZ in the position of Group Managing Director, Asia Pacific on 3 September 2007. As A Thursby is a holder of a long stay visa, his Fixed Remuneration does not include the 9% Superannuation Guarantee contribution, however he is able to elect voluntary superannuation contributions. 12 S Targett ceased as the Group Managing Director, Institutional 7 June 2007, and his employment with ANZ will terminate on 7 June 2008. 13 E Funke Kupper received a final payment on resignation of $165,554 relating to his accrued annual leave and long service leave. With the inclusion of the final payment his total remuneration for 2006 would be $968,376. Remuneration Report 17 Section B. Non-executive Directors’ Remuneration B1. NON-EXECUTIVE DIRECTORS’ REMUNERATION POLICY Non-executive Directors’ (NEDs) fees are reviewed annually by the Board People Committee and are determined by the Board of Directors based on advice from external advisors and with reference to fees paid to other NEDs of comparable companies. The total of NEDs’ fees (including superannuation contributions) are within the maximum annual aggregate limit agreed to by shareholders at the Annual General Meeting held on 16 December 2005 ($3 million, excluding superannuation beneﬁ t payouts and retirement beneﬁ ts), and are set at levels that fairly represent the responsibilities of, and the time spent by the NEDs on Group matters. NEDs receive a fee for being a director of the Board, and additional fees for either chairing or being a member of a committee. Work on special committees may attract additional fees of an amount considered appropriate in the circumstances. An additional fee is also paid if a NED serves as a director on a subsidiary board. NEDs do not receive any performance / incentive payments and are not eligible to participate in any of the Group’s incentive arrangements. Effective 1 October 2006, NED fees and Committee membership fees were increased by 5% and the Chairman’s fee by 12%. These fee increases were based on an independent assessment of the competitiveness of ANZ’s NED remuneration in comparison to other major companies and consideration of the relativity between the NED and Chairman fees. The NED fees are also reﬂ ective of their increased accountability and time commitment, largely driven by the increased corporate governance, regulatory requirements and complexities of operating a global business. The fee structure is disclosed in Table 3 below: TABLE 3 Role Chairman Non-Executive Director Committee Chair (Risk, Audit & People) Committee Chair (Governance, Technology) Committee Member (Risk, Audit & People) Committee Member (Governance, Technology) 2006/07 Fees $ 2005/06 Fees $ 783,000 192,000 48,000 28,000 21,000 8,400 700,000 183,000 45,500 26,775 20,000 8,033 For details of remuneration paid to directors for the year ended 30 September 2007, refer to Table 1 in section A of this Remuneration Report. NED SHAREHOLDING GUIDELINES NEDs have agreed to accumulate ANZ shares, over a ﬁ ve-year period, to the value of 100% (200% for Chairman) of the base annual NED Fee (i.e. $192,000 for 2006/2007) and to maintain this shareholding while a director of ANZ. NEDs have agreed to apply up to 25% of their base fee annually through the Directors’ Share Plan or other means, towards the purchase of ANZ shares in order to achieve / maintain the desired holding level. This guideline was approved by the Board in September 2005. B2. NON-EXECUTIVE DIRECTORS’ RETIREMENT POLICY The NED retirement scheme was closed effective 30 September 2005. Accrued entitlements relating to the ANZ Directors’ Retirement Scheme were ﬁ xed at 30 September 2005 and NEDs had the option to convert these entitlements into ANZ shares. Such entitlements, either in ANZ shares or cash, will be carried forward and transferred to the NED when they retire (including interest accrued at the 30 day bank bill rate for cash entitlements). The accrued entitlements ﬁ xed under the ANZ Directors’ Retirement Scheme as at 30 September 2005 are as follows: C Goode – $1,312,539; G Clark – $83,197; J Ellis – $523,039; M Jackson – $487,022; D Meiklejohn – $64,781; J Morschel – $60,459. B3. DIRECTORS’ SHARE PLAN The Directors’ Share Plan (the plan) is available to both non-executive and executive directors. Directors may elect to forego remuneration to which they may have otherwise become entitled and receive shares to the value of the remuneration foregone, and therefore the shares acquired are not subject to performance conditions. Participation in the plan is voluntary. Shares acquired under the plan are purchased on market and are subject to a minimum 1 year restriction, during which the shares cannot be traded. In the event of serious misconduct, all shares held in trust will be forfeited. All costs associated with the plan are met by the Company. 18 ANZ Annual Report 2007 Section C. Executive Remuneration Structure C1. REMUNERATION GUIDING PRINCIPLES ANZ’s reward policy, approved by the Board, shapes the Group’s remuneration strategies and initiatives. The following principles underpin ANZ’s reward policy: 1. Focus on creating and enhancing value for all ANZ stakeholders; 2. Differentiation of individual rewards commensurate with contribution to overall results and according to individual accountability, performance and potential; 3. Signiﬁ cant emphasis on “at risk” components of total rewards; and 4. The provision of a competitive reward proposition to successfully attract, motivate and retain the highest quality individuals required to deliver ANZ’s business and growth strategies. SHAREHOLDING GUIDELINES Direct reports to the CEO are expected to accumulate ANZ shares over a ﬁ ve year period, to the value of 200% of their Fixed Remuneration and to maintain this shareholding while an executive of ANZ. The next most senior executives are expected to accumulate ANZ shares to the value of 100% of their Fixed Remuneration and to maintain this shareholding while an executive of ANZ. This guideline was introduced in June 2005. New executives are expected to accumulate the required holdings within ﬁ ve years of commencement. C2. REMUNERATION STRUCTURE OVERVIEW The executive remuneration program and structure detailed in Section C reﬂ ects the remuneration of senior managers and the company secretary (as deﬁ ned in the Corporations Act) and KMP (excluding the CEO and NEDs) as deﬁ ned by AASB 124. The program aims to differentiate remuneration on the basis of achievement against group, business unit and individual performance targets which are aligned to sustained growth in shareholder value using a balanced scorecard approach. The executive remuneration program also complies with the existing and revised ASX Corporate C4. VARIABLE REMUNERATION Variable remuneration forms a signiﬁ cant part of executives’ potential remuneration, providing an at-risk component that is designed to drive performance in both the short-term (annually) and in the medium and long-term (3 years plus). The opportunities available to executives under ANZ’s variable remuneration programs are designed to reinforce the achievement of short and long term performance targets and to ensure remuneration competitiveness in the relevant markets in which they operate. Executives participate in the STI plan detailed in section C4.1 and the LTI plan detailed in section C4.2. As speciﬁ ed in the ANZ Securities Trading Policy, equity allocated under ANZ incentive schemes must remain at risk until fully vested (in the case of Deferred Shares) or exercisable (in the case of Options or Performance Rights). As such, it is a condition of grant that no schemes are entered into that speciﬁ cally protect the unvested value of Shares, Options and Performance Rights allocated. Doing so would constitute a breach of the grant conditions and would result in the forfeiture of the relevant Shares or Options. To monitor adherence to this policy, ANZ’s senior executives are required to sign an annual declaration stating that they have not entered into (and are not currently involved in) any schemes to protect the value of their interests in any unvested ANZ securities. Based on the 2007 declarations, we can advise that all senior executives are fully compliant with this policy. Governance Principles. The program comprises the following components which are benchmarked against the ﬁ nance market median: Fixed Remuneration component: salary, non-monetary beneﬁ ts and superannuation contributions (Refer to C3). Variable or “at risk” component (Refer to C4): – Short-Term Incentive (STI); and – Long-Term Incentive (LTI). Depending on the competitive market, the proportion of remuneration “at risk” generally increases for the most senior or complex roles, or for those roles where there is strong market pressure to provide greater levels of remuneration. Figure 1 below shows the relative mix of Fixed, STI and LTI at target payment levels. The plan design allows for the opportunity to earn upper quartile total remuneration for signiﬁ cant out performance, and signiﬁ cantly reduced payment for underperformance. In this way the remuneration structure is heavily weighted towards “reward for performance”. C3. FIXED REMUNERATION Fixed Remuneration comprises cash salary, a superannuation contribution, and the remainder as nominated beneﬁ ts. The types of beneﬁ ts that can be packaged include novated car leases, additional superannuation contributions, car parking, child care, laptops and contributions towards the Employee Share Save Scheme. Fixed Remuneration is reviewed annually based on individual performance and market data. Fixed Remuneration at ANZ operates with a midpoint targeted to the local market median being paid in the ﬁ nance industry in the relevant global markets in which ANZ operates, and a range around this midpoint. Figure 1: Target reward mix 36% 36% Disclosed Executives1 Large Senior Executive Roles2 41% 27% 1 2007 reward mix for disclosed executives (current KMP only) pertains to R Edgar, 26% 61% 28% 32% 13% B Hartzer, G Hodges, P Hodgson, P Marriott and A Thursby. 2 Large senior executive roles are those we classify as being most reflective of “the company secretary and senior managers” (excluding disclosed executives) as defined in the Corporations Act. Fixed Remuneration % STI % LTI % Remuneration Report 19 C4.1 Short-Term Incentives ANZ’s Short-term incentive (STI) approach supports our strategic objectives by providing rewards that are signiﬁ cantly differentiated on the basis of achievement against performance targets. All STI plans are reviewed and approved by the Board People Committee. Determination of STI Levels The size of the overall pool available is based on performance against a cash earnings per share (EPS) growth target and a proﬁ t before provisions (PBP) growth target. This pool is then spread between the Divisions based on their performance against a balanced scorecard of ﬁ nancial and qualitative measures, and then distributed to individuals based on relative performance. The Board People Committee is required to approve the STI Group and Division outcomes and the distribution of the STI pool amongst the Divisions. Each executive has a target STI which is determined according to job size and market relativities. The size of the actual STI payment made at the end of each ﬁ nancial year to individuals may be at, above or below the target and this will be determined according to ANZ Group, Division and Individual Performance aligned with ANZ’s overall balanced scorecard. Performance objectives under ANZ’s balanced scorecard include a number of qualitative and quantitative measures which include, but are not limited to: Financial Measures including: Economic Value Added (EVATM); Revenue, EPS and Net Proﬁ t After Tax Customer Measures including: Customer Satisfaction and Market Share Employee Engagement, Risk Management and Compliance Measures Environment, Health & Safety and Community Measures. The performance of relevant executives against these objectives is assessed at the end of the year by the Board People Committee. The STI is payable 100% in cash (except where speciﬁ c business plans require otherwise). Executives are able to elect to sacriﬁ ce part or all of their incentive towards the purchase of ANZ shares which are restricted from sale for 12 months, or towards additional superannuation contributions. As the incentive amount has already been earned, there are no performance measures attached to the shares. The target STI award 20 ANZ Annual Report 2007 level for disclosed executives is 100% of Fixed Remuneration in 2007 with a maximum STI award of 150% of Fixed Remuneration. For large senior executive roles in the ANZ STI plan, the target STI is 67% of Fixed Remuneration, with a maximum of 100% of Fixed Remuneration. Note, the target and maximum STI amounts for executive roles may vary for customised incentive schemes. C4.2 Long-Term Incentives The long-term incentives (LTIs) are designed to link a signiﬁ cant portion of executives’ remuneration to the attainment of sustained growth in shareholder value. LTI is delivered as 100% Performance Rights, with a single long-term performance measure (refer to section F10 for details of legacy LTI programs). A Performance Right is a right to acquire a share at nil cost, subject to meeting time and performance hurdles. Performance Rights are designed to reward executives for share price growth dependent upon the Company’s Total Shareholder Return (TSR) outperforming peers. TSR represents the change in the value of a share plus the value of reinvested dividends paid. TSR was chosen as the most appropriate comparative measure as it focuses on the delivery of shareholder value and is a well understood and tested mechanism to measure performance. The conditions under which Performance Rights are granted are approved by the Board in accordance with the rules of the ANZ Share Option Plan. In the event of a takeover or a scheme of arrangement, the ANZ Share Option Plan speciﬁ es that the Board has absolute discretion to permit the exercise of options or rights. If a company obtains control of ANZ and both the acquiring company and ANZ agree, ANZ may on the exercise of options, provide shares of the acquiring company (or its parent) to the same value as the ANZ shares that would have been issued. Each Performance Right has the following features: Performance Rights held by eligible executives will be tested once only against the performance hurdle at the end of three years; Subject to the performance hurdle being met, the executive has a two-year exercise period that commences three years after the grant date; Upon exercise, each Performance Right entitles the executive to one ordinary share; In case of dismissal for serious misconduct, Performance Rights are forfeited; In case of resignation or termination on notice, unless the Board determines otherwise, only Performance Rights that become exercisable by the end of the notice period may be exercised; and In case of death or total & permanent disablement, the performance hurdle is waived and a grace period is provided in which to exercise all Performance Rights. The proportion of Performance Rights that become exercisable will depend upon a single point testing of the TSR achieved by ANZ relative to the companies in the comparator group (shown below) at the end of a three-year period. An averaging calculation will be used for TSR over a 90 day period for start and end values in order to reduce the impact of share price volatility. TSR Vesting Scale Relative TSR Performance % Vesting < 50th percentile 50th to 74th percentile 75th percentile or above 0% 50% – 98% 100% Where median performance is achieved, executives’ total remuneration will typically be below market median for the ﬁ nancial services industry. 75th percentile performance is required for full vesting which enables executives to receive the full value of their LTI. To ensure an independent TSR measurement, ANZ engages the services of an external organisation (Macquarie Financial Services) to calculate ANZ’s performance against the TSR hurdle. Comparator Group The peer group of companies against which ANZ’s TSR performance is measured, comprises the following companies: AMP Limited AXA Asia Paciﬁ c Holdings Limited Commonwealth Bank of Australia Insurance Australia Group Limited Macquarie Bank Limited National Australia Bank Limited QBE Insurance Group Limited St George Bank Limited Suncorp-Metway Limited Westpac Banking Corporation The companies in this comparator group were chosen because they represent ANZ’s key competitors in the ﬁ nancial services industry, are an appropriate reference group for investors and are of sufﬁ cient size by market capitalisation and weight in ASX Top 50. Size of LTI Grants The size of individual LTI grants is determined by an individual’s level of responsibility, performance and the assessed potential of the executive. The target LTI for disclosed executives is around 28% of the individual’s target reward mix, and 32% for large senior executive roles. Executives are advised of their LTI dollar value, which is then converted into a number of Performance Rights based on a valuation. ANZ engages external experts (PricewaterhouseCoopers and Mercer Finance & Risk Consulting) to independently value the Performance Right, taking into account factors including the performance conditions, share price volatility, life of instrument, dividend yield and share price at grant date. The highest acceptable value is then approved by the Board People Committee as the allocation value. LTI allocations are made annually around the end of October. The following example uses the October 2006 allocation value. Example Executive granted LTI value of $200,000 Approved Allocation Valuation is $13.08 per Performance Right $200,000 / $13.08 = 15,290 Performance Rights allocated to executive C5. PERFORMANCE OF ANZ Table 4 shows ANZ’s annual performance over the ﬁ ve-year period spanning 1 October 2002 to 30 September 2007. The table illustrates the impact of ANZ’s performance on shareholder wealth, taking into account dividend payments, share price changes and other capital adjustments during the ﬁ nancial year. TABLE 4 Basic Earnings Per Share (EPS) NPAT ($m) Total Dividend (cps) Share price at 30 September ($) Total Shareholder Return (%) * Figures are based on AIFRS results FY 2007* FY 2006* 224.1 4,180 136 29.70 15.6 200.0 3,688 125 26.86 17.1 FY 2005 160.9 3,018 110 24.00 32.6 FY 2004 153.1 2,815 101 19.02 17.0 FY 2003 142.4 2,348 95 17.17 6.7 In Table 4, ANZ’s TSR (which includes share price growth, dividends and other capital adjustments) has been shown for each individual ﬁ nancial year between 2003 and 2007. Figure 2 compares ANZ’s TSR performance against the median TSR of the LTI comparator group and the S&P/ASX 200 Banks Accumulation Index over the 2003 to 2007 measurement period. Figure 2: ANZ 5-Year Cumulative Total Shareholder Return Performance ANZ TSR Median of Peer Group Upper Quartile of Peer Group S&P/ASX 200 Banks Accumulation Index 300 280 260 240 220 200 180 160 140 120 100 80 Total shareholder return % 2 0 t c O 3 0 r p A 3 0 t c O 4 0 r p A 4 0 t c O 5 0 r p A 5 0 t c O 6 0 r p A 6 0 t c O 7 0 r p A 7 0 t c O Performance period end date Remuneration Report 21 3 , 8 8 X 7 , X X X 3 , 5 6 0 3 , 1 3 3 2 , 8 5 8 2 , 3 0 8 03 04 05 06 07 Figure 3: ANZ – Cash Earnings & Average STI payments ($ million) Cash earnings (AGAAP)1 Cash earnings (AIFRS)2 Average STI payments against target Target STI 125 100 75 Figure 3 illustrates the relationship between the average actual STI payments against target and the Group’s performance measured using cash earnings over the last 5 years. The average STI payments for each year are based on those executives (including the CEO) disclosed in each relevant reporting period. As illustrated in the chart, the average STI payments are generally in alignment with the cash earnings trend. 1 Earnings excluding goodwill, significant items and NBNZ incremental integration costs. 2 Earnings adjusted for non-core items, AIFRS adjustments and preference share dividends. % of target STI paid to executive directors and disclosed executives Section D. Chief Executive Ofﬁ cers’ remuneration This section details the remuneration arrangements for J McFarlane who ceased as CEO of ANZ on 30 September 2007 (after 10 years as CEO), and his successor, M Smith, who commenced as CEO on 1 October 2007. The CEO is the only executive director at ANZ. D1.REMUNERATION OVERVIEW FOR J MCFARLANE The structure of J McFarlane’s remuneration for the purposes of the 2006 and 2007 ﬁ nancial year disclosures was in accordance with his employment agreement and was as follows: Fixed Remuneration: Consisted of salary, beneﬁ ts and superannuation contributions. Since October 2003, J McFarlane elected to receive almost all of his Fixed Remuneration in the form of shares purchased under the Directors’ Share Plan. These shares were not subject to a performance condition as they were provided in place of cash remuneration at the CEO’s choice. However, they were subject to forfeiture in case of termination for serious misconduct. Short-Term Incentive: The Board set J McFarlane’s balanced scorecard at the beginning of the ﬁ nancial year. The Board then assessed performance against these objectives at the end of the year to determine the appropriate incentive (relative to target). These objectives were aligned with the achievement of ANZ’s business plan, and were the most appropriate indicators of performance. These objectives included a number of quantitative and qualitative measures, which included (but were not limited to) ﬁ nancial, customer, people, environment and community measures. J McFarlane’s STI was able to be paid in cash or in shares purchased under the Directors’ Share Plan. Long-Term Incentive: J McFarlane’s Long-Term Incentive was made up of Hurdled Options and Performance Shares as approved by shareholders at the 2001 and 2004 Annual General Meetings respectively. No long-term incentive equity was issued to J McFarlane in the 2006 or 2007 ﬁ nancial years. The performance conditions pertaining to the Options and Performance Shares issued during the 2005 year are indicated in F10.1 Hurdled A options and F10.3 respectively. They were linked to Company performance and increasing shareholder value. The remuneration of J McFarlane for the year ended 30 September 2007 is set out in Table 1 in section A of this Remuneration Report. The mix of remuneration for J McFarlane was made up as follows: Fixed Remuneration of $2,200,000 per annum; Target variable Short-Term Incentive of $2,200,000 per annum; Long-Term Incentive of $2,600,000 granted on 31 December 2004, as per his 26 October 2004 contract - based on valuation at grant of last LTI allocation of 175,000 Performance Shares in December 2004. Note, the fair value of LTI equity granted since December 2003, and annualised over the period from grant date to 30 September 2007 is $1,530,000. This amount has been reﬂ ected in the reward mix bar in Figure 4 below. Figure 4: Chief Executive Officer 37% 37% 26% Fixed Remuneration % STI % LTI % 22 ANZ Annual Report 2007 D1.1 Contract Terms On 5 December 2006, the Company announced an extension to the terms of J McFarlane’s 26 October 2004 contract (which was also an extension of his contract dated 23 October 2001). The contract was extended by 3 months to 31 December 2007 (from 30 September 2007) to provide ﬂ exibility for orderly succession at ANZ. The following terms formed part of J McFarlane’s 26 October 2004 contract. In addition to mandatory superannuation contributions, the Company made additional employer contributions of $300,000 per annum (effective from 1 October 2003), paid quarterly to J McFarlane’s chosen superannuation fund; and J McFarlane was granted 175,000 Performance Shares on 31 December 2004. Tax Liabilities on UK Pension Plan holdings The terms of J McFarlane’s contract provided for reimbursements for any additional tax liabilities that occurred on J McFarlane’s UK Pension Plan holdings as a result of his continuing Australian residency. Under this agreement, ANZ reimbursed J McFarlane for additional tax liability incurred on his UK Pension Plan during his employment with ANZ, arising as a consequence of Australian Foreign Investment Fund rules. D1.2 Participation in Equity Programs Hurdled Options: At the 2001 Annual General Meeting, four tranches of options were approved for granting by the Board: 500,000 in 2001; 1,000,000 in 2002; 1,000,000 in 2003 and 500,000 in 2004. For options granted to the CEO, the exercise price was equal to the weighted average share price during the ﬁ ve trading days immediately after the Annual General Meeting held in respect of the ﬁ nancial year that ended before the date of the grant of the relevant tranche of options. The exercise of these options was subject to performance hurdles being satisﬁ ed. J McFarlane’s speciﬁ c performance hurdles are indicated in section F10.1 (Hurdled A), and for Performance Shares in section F10.3. For options granted to the CEO, the life and exercise period may differ, as disclosed in F3. Performance Shares: 175,000 Performance Shares were issued to J McFarlane on 31 December 2004 as part of his 26 October 2004 contract, as approved by shareholders at the 2004 Annual General Meeting. No dividends were payable on the shares until vesting. Vesting was subject to time and performance hurdles being satisﬁ ed as detailed in section F10.3. Directors’ Share Plan: J McFarlane participated in the Directors’ Share Plan, which is explained in section B3. Please refer to section F for details of grants and holdings. D1.3 Termination Beneﬁ ts On J McFarlane’s departure on 30 September 2007, he received the following: Contractual and Statutory Payments J McFarlane received a payment of $550,000 (equal to 3 months of his Total Employment Cost) for the unexpired portion of his employment contract (being the 3 months from 1 October 2007 to 31 December 2007). J McFarlane was also paid all statutory leave entitlements, including a payment for pro rata long service leave totalling $365,261. Short-Term Incentive As part of the usual remuneration process at the end of the ﬁ nancial year, the Board considered and determined the extent to which J McFarlane satisﬁ ed the applicable performance criteria under the short-term incentive program for the 2007 ﬁ nancial year. As a result of that determination, Mr McFarlane received an STI payment in relation to the 2007 ﬁ nancial year of $2,090,000. Long-Term Incentive Of the 3,000,000 Hurdled Options granted to J McFarlane from December 2001 to December 2004, 250,000 Hurdled Options have not yet vested as at 31 October 2007. In accordance with the rules of the ANZ Employee Option Plan, under which the Hurdled Options were granted, the unvested options may be held by J McFarlane until their expiry date (of 31 December 2008) set out in the terms of grant and his employment contract. The Hurdled Options will be subject to the performance condition and will be tested in accordance with their terms of grant until their expiry date, at which point they will lapse if the performance hurdle is not met. The 175,000 Performance Shares granted to J McFarlane have not yet met their performance hurdle. In accordance with their terms of grant the Performance Shares may be held by J McFarlane (subject to the performance conditions) until the expiry date set out in their terms of grant and his employment contract and tested in accordance with the terms of grant until their expiry date (31/12/09). J McFarlane is taxed at the time of retirement on the Performance Shares as if they had passed the performance hurdles. For tax paid on Performance Rights and Options, the taxpayer will receive a refund of tax paid if the performance hurdles are not met. However this is not the case for Performance Shares in contrast to the position for Rights and Options. This is in ANZ’s opinion inequitable and ANZ agreed to acquire J McFarlane’s interest in the Performance Shares on his departure for a payment of $1,000,000. The Shares have been reclassiﬁ ed and are now available for allocation to other employees under ANZ’s employee share plan. Shares held under the ANZ Directors’ Share Plan J McFarlane elected to receive almost all of his remuneration (including annual bonuses) in the form of ANZ shares purchased under the ANZ Directors’ Share Plan. On his cessation from ANZ, J McFarlane was entitled to all shares held on trust on his behalf under the ANZ Directors’ Share Plan. D1.4 Shareholding Guideline The Chief Executive Ofﬁ cer of ANZ is expected to accumulate ANZ shares, over a ﬁ ve year period, to the value of 200% of his Fixed Remuneration and to maintain this shareholding while CEO of ANZ. This shareholding guideline was introduced in September 2005. J McFarlane was always well above the shareholding guideline. D2. REMUNERATION OVERVIEW FOR M SMITH M Smith commenced as CEO and Executive Director of ANZ on 1 October 2007 on a rolling twelve month contract with a minimum term of three years. The key terms of his employment arrangement are summarised below. They are in line with industry practice (based on external advice on Australian and international peer company benchmarks) and ASX Corporate Governance Principles. Remuneration Report 23 Termination without notice by ANZ in the event of serious misconduct: All Performance Rights (or cash equivalent) and sign-on award will be forfeited; and Death or total and permanent disablement: All Performance Rights (or cash equivalent) and sign-on award will vest. D2.3 Relocation Costs associated with M Smith’s relocation to Melbourne will be paid consistent with ANZ’s international relocation policies. Certain relocation expenses will also be paid in the event of termination of his employment. Fixed Remuneration: A ﬁ xed component of $3 million per annum which consists of salary, beneﬁ ts and superannuation contributions. M Smith’s Fixed Remuneration will be constant for three years, and will be reviewed annually thereafter. Short-Term Incentive: The short-term incentive target is 100% of Fixed Remuneration per annum. The actual short- term incentive awarded will be determined at the discretion of the Board based on ANZ and CEO performance against annual performance targets. Long-Term Incentive: The LTI covering the ﬁ rst three years of employment consists of 3 tranches of Performance Rights, each to be granted after the 2007 Annual General Meeting, and each to a maximum value of $3 million. The performance periods for each tranche begin on date of grant and end on the 3rd, 4th and 5th anniversaries respectively. The grant of these Performance Rights will be subject to shareholder approval which will be sought at the 2007 Annual General Meeting. If shareholder approval is not obtained, the LTI will be a cash award equivalent to the value of the Performance Rights which would have become exercisable for each tranche and performance period, subject to satisfaction of the performance and time hurdles. The level of vesting for each tranche will be based on ANZ Total Shareholder Return (TSR) performance against a comparator group of companies consistent with the senior executive LTI program (refer to C4.2). Refer to section C4.2 for change of control provisions in relation to these Rights. D2.1 Sign-On Award The Board agreed to provide M Smith $9 million compensation in consideration for remuneration foregone from his previous employer on joining ANZ. As per the terms of M Smith’s contract, he elected at the commencement of his employment to receive 100% of this compensation in the form of ANZ Deferred Shares. Shareholder approval will be sought at the 2007 Annual General Meeting for M Smith’s sign-on award, to be held in trust until the end of the relevant vesting period. One third of the sign on award will vest at each of the 1st, 2nd and 3rd anniversaries from commencement of employment as CEO. Given the purpose of the sign-on award for M Smith is to compensate him for remuneration foregone, the ANZ Deferred Shares will not be subject to any performance hurdles. The allocation of ANZ Deferred Shares and the time vesting component, will however strengthen the alignment of M Smith’s interests with shareholders. If shareholder approval is not granted, the Company will pay the value of the sign-on award to M Smith in cash. On vesting, the cash amount paid will be the initial value of the relevant amount escalated at the 30 day bank bill rate throughout the period from commencement of employment as CEO until vesting, assuming interest is credited each 30 days. D2.2 Termination Beneﬁ ts M Smith or ANZ may terminate the employment agreement by providing 12 months’ written notice. If ANZ terminates M Smith’s employment within the ﬁ rst 3 years, ANZ will give M Smith the greater of 12 months’ written notice or notice equal to the unexpired term of three years from commencement as CEO. ANZ may elect to pay in lieu all or part of the notice period based on M Smith’s Fixed Remuneration. In circumstances of serious misconduct, M Smith is only entitled to payment of Fixed Remuneration up to the date of termination. In relation to M Smith’s LTI (Performance Rights) and sign-on award the following will apply: Resignation by M Smith: All unexercised Performance Rights (or cash equivalent) and unvested sign-on award will be forfeited; Termination on notice by ANZ: All Performance Rights (or cash equivalent) which have vested or vest during the notice period will be retained and become exercisable; all Performance Rights (or cash equivalent) which have not yet vested will be retained and will vest and become exercisable subject to the relevant time and performance hurdles being satisﬁ ed. Sign- on award will vest in full; 24 ANZ Annual Report 2007 Section E. Disclosed executives’ contract terms Contractual terms are similar, but do, on occasion, vary to suit different needs. Section E1 details the contractual terms for disclosed executives. E1. CONTRACTS: R EDGAR, B HARTZER, G HODGES, P HODGSON, P MARRIOTT, S TARGETT AND A THURSBY Length of Contract Open-ended. Fixed Remuneration Remuneration consists of salary, 9% Superannuation Guarantee (SG) contributions (except for G Hodges) and nominated beneﬁ ts. Short-Term Incentive Eligible to participate (refer to section C4.1 for details of short-term incentive arrangements). Long-Term Incentive Eligible to participate at the Board’s discretion (refer to section C4.2 for long-term incentive arrangements). Resignation Employment may be terminated by giving 6 months’ written notice. On resignation any options and unvested deferred shares will be forfeited. Termination on Notice by ANZ Redundancy Death or Total and Permanent Disablement Termination for serious misconduct Other Aspects ANZ may terminate the executive’s employment by providing 12 months’ written notice or payment in lieu of the notice period based on Fixed Remuneration. On termination on notice by ANZ any Options or LTI Deferred Shares that have vested, or will vest during the notice period will be released, in accordance with the ANZ Share Option Plan Rules. LTI shares that have not yet vested will generally be forfeited, although for some executives (B Hartzer and P Marriott) these shares will be released in full. Deferred shares granted under STI arrangements will vest in full for all executives. There is discretion to pay short-term incentives on a pro-rata basis (depending on termination date and subject to business performance). If ANZ terminates employment for reasons of bona ﬁ de redundancy, a severance payment will be made that is equal to 12 months’ Fixed Remuneration. All STI Deferred Shares are released. All Options are released on a pro-rata basis. All LTI Deferred Shares are released on a pro-rata basis. There is discretion to pay short-term incentives on a pro-rata basis (depending on termination date and subject to business performance). All Options and Shares are released; pro-rata short-term incentive. ANZ may immediately terminate the executive’s employment at any time in the case of serious misconduct, and the employee will only be entitled to payment of Fixed Remuneration up to the date of termination. Payment of statutory entitlements of long service leave and annual leave applies in all events of separation. On termination for serious misconduct any Options and any Deferred Shares still held in trust will be forfeited. As part of A Thursby’s employment arrangement and to compensate for equity foregone from his previous employer, A Thursby has been offered 3 separate tranches of Deferred Shares to the value of $1,000,000 per annum, subject to Board approval. The ﬁ rst tranche was approved by the Board on 3 September 2007, with the second and third tranches to be approved around the ﬁ rst and second anniversary of A Thursby’s employment with ANZ. The Shares will be restricted and held in trust for three years from the date of allocation for the beneﬁ cial interest of A Thursby, during which period they will be forfeited if employment ceases for any reason other than retrenchment, death or total and permanent disablement, and that for the whole period that the Shares remain in trust (including any further period) they will be forfeited for any serious misconduct. E2. PARTICIPATION IN EQUITY PROGRAMS A number of Shares and Options are granted to executives under the remuneration programs detailed in Section C. For disclosed executives, details of all grants made during the year and legacy LTI programs are listed in Section F. Aggregate holdings of Shares and Options are also shown. Remuneration Report 25 Section F. Equity instruments relating to disclosed directors and executives F1. SHAREHOLDINGS OF NON-EXECUTIVE DIRECTORS (INCLUDING MOVEMENTS DURING THE 2006 & 2007 YEARS) Balance of shares held as at 30 Sept 2007 Financial Year Shares acquired during the year in lieu of salary2 Shares resulting from any other change during the year3 Balance of shares as at 1 Oct 20061 20071,4 Name C Goode G Clark J Ellis D Gonski M Jackson I Macfarlane D Meiklejohn J Morschel 2006 Financial Year Name C Goode G Clark R Deane J Ellis D Gonski M Jackson D Meiklejohn J Morschel Balance of shares held as at report sign-off date1 669,496 10,479 125,159 53,005 95,673 4,574 7,156 10,677 627,028 6,920 114,810 68,948 93,297 – 7,156 7,422 23,799 1,654 1,194 365 – 973 – 1,654 18,669 – 17 (16,308) 199 2,000 – – 669,496 8,574 116,021 53,005 93,496 2,973 7,156 9,076 Balance of shares as at 1 Oct 20051 Shares acquired during the year in lieu of salary2 Shares resulting from any other change during the year3 Balance of shares held as at 30 Sept 20061,5 Balance of shares held as at report sign-off date1 535,637 5,000 75,364 91,196 54,904 93,297 5,156 5,502 26,046 1,920 – 1,614 2,534 – – 1,920 65,345 – – 22,000 11,510 – 2,000 – 627,028 6,920 75,364 114,810 68,948 93,297 7,156 7,422 648,003 8,501 75,364 115,951 68,948 93,297 7,156 9,003 1 Balance of shares held at 1 October 2005/2006, 30 September 2006/2007, 1 November 2006 and 7 November 2007, includes directly held shares, nominally held shares and shares held by related parties. 2 All shares acquired in lieu of salary were done so under the Directors’ Share Plan (refer to section B3 of this Remuneration Report for an overview of the Directors’ Share Plan). 3 Other shares resulting from any other changes during the year include the net result of any shares purchased/sold or acquired under the Dividend Reinvestment Plan. 4 The following shares were nominally held as at 30 September 2007: C Goode – 354,910; G Clark – 8,574; J Ellis – 49,092; D Gonski – 66,076; M Jackson – 10,831; I Macfarlane – 2,973; D Meiklejohn – 4,656; J Morschel – 5,076. 5 The following shares were nominally held as at 30 September 2006: C Goode – 408,553; G Clark – 1,920; R Deane – 73,000; J Ellis – 47,898; D Gonski – 66,076; M Jackson – 10,632; D Meiklejohn – 4,656; J Morschel – 3,422. F2. SHAREHOLDINGS OF CEO, J MCFARLANE (INCLUDING MOVEMENTS DURING THE 2006 & 2007 YEARS) 2007 2006 Balance of shares as at 1 Oct 2005/2006 1 Shares acquired during the year in lieu of salary2 Shares acquired during the year through the exercise of options3 Shares resulting from any other change during the year4 Balance of shares held as at 30 Sept 2006/20071,5 Balance of shares held as at report sign-off date1,6 1,973,422 1,819,715 52,581 81,118 750,000 (2,091,569) 684,434 509,434 2,000,000 (1,927,411) 1,973,422 2,074,993 1 Balance of shares held at 1 October 2005/2006, 30 September 2006/2007, 1 November 2006 and 7 November 2007 includes directly held shares, nominally held shares and shares held by related parties. 2 All shares acquired in lieu of salary were done so under the Directors’ Share Plan (refer to section B3 of this Remuneration Report for an overview of the Directors’ Share Plan). 3 All options held/exercised by the CEO have been approved by shareholders (December 1999 and December 2001). 4 Other shares resulting from any other changes during the 2006 / 2007 years include the net result of any shares purchased, sold, or acquired under the Dividend Reinvestment Plan. For 2006, it also includes those shares received on 31 October 2005 in regards to the 2005 incentive (for the period ending 30 September 2005) 5 1,486,294 shares were held nominally as at 30 September 2006 and 311,249 shares as at 30 September 2007. 6 The relinquishment of the CEO’s Performance Shares (175,000) has been factored into this balance. Refer to section D1.3 for further details. 26 ANZ Annual Report 2007 F3. OPTIONS GRANTED TO CEO, J McFARLANE1 Financial Year 2006 2007 Type of options Hurdled A Hurdled A Hurdled A Hurdled A2 Total Grant date 31-Dec-01 31-Dec-02 31-Dec-03 31-Dec-04 First date exercisable 31-Dec-03 31-Dec-04 31-Dec-05 31-Dec-06 Date of expiry 31-Dec-07 31-Dec-07 31-Dec-08 31-Dec-08 Exercise price3 $ 16.80 16.69 17.48 20.49 Number granted4,5 500,000 1,000,000 1,000,000 500,000 3,000,000 Number vested during the 2006/2007 FY – – 1,000,000 500,000 1,500,000 Percentage that vested during the 2006/2007 FY % Vested and exercisable as at 30 Sept 2006/2007 Vested and unexercisable as at 30 Sept6 2006/2007 – – 100 100 – 500,000 – – 500,000 – 500,000 – 250,000 750,000 1 All options granted to the CEO have been approved by shareholders (December 1999 and December 2001). 2 The fair value per option at the 31 December 2004 grant date is $1.98. 3 The exercise price is equal to the weighted average share price during the 5 trading days immediately after the Company’s Annual General Meeting for the financial year that ended before the grant date. Note, the original exercise price of options issued prior to the Renouncable Rights issue in November 2003 have been reduced by 72 cents, because of the dilution of share capital associated with the Renouncable Rights issue. 4 Nil options forfeited or expired during the period. 5 The amortisation balance is nil for subsequent financial years and the value will be nil if the performance hurdle on the 250,000 unexercisable options is not achieved by 31 December 2008. 6 The options have met the time vesting hurdle, however only 50% of the 1.5 million granted had passed the performance hurdle as at 30 September 2007. F4. OPTION HOLDINGS OF CEO, J McFARLANE (INCLUDING MOVEMENTS DURING THE 2006 & 2007 YEARS)1 Type of options 2007 Hurdled 2006 Hurdled Balance as at 1 Oct 2005/2006 1,000,000 Exercised during the year Date of exercise of options Number of ordinary shares issued on exercise of options Value of options exercised during the year2 $ 300,000 200,000 250,000 20-Dec-06 31-Aug-07 31-Aug-07 300,000 200,000 250,000 3,513,000 2,398,000 2,047,500 3,000,000 500,000 500,000 1,000,000 03-Jul-06 04-Jul-06 31-Aug-06 500,000 500,000 1,000,000 4,955,000 5,030,000 9,730,000 Share price on date of exercise of options $ 28.40 28.68 28.68 26.71 26.75 27.21 Balance as at 30 Sept 2006/2007 250,000 1,000,000 Amount paid per share $ 16.69 16.69 20.49 16.80 16.69 17.48 Total value of options granted and exercised during the year $ 3,513,000 2,398,000 2,047,500 4,955,000 5,030,000 9,730,000 1 All options granted to the CEO have been approved by shareholders (December 1999 and December 2001). 2 The value per option used in this calculation is based on the difference between the volume weighted average price of the Company’s shares traded on the ASX on the day the options were exercised, and the exercise price. This is then multiplied by the number granted. Remuneration Report 27 F5. DEFERRED SHARES GRANTED TO DISCLOSED EXECUTIVES Financial Year 2006 2007 LTI Deferred Shares1 Name R Edgar Total E Funke Kupper4 Total B Hartzer Total G Hodges Total P Hodgson Total P Marriott Total S Targett Grant date Vesting date Number granted2,3 Number that vested during the 2006 or 2007 year Percentage that vested during the 2006 or 2007 year % 23-Oct-02 20-May-03 05-Nov-03 05-Nov-03 11-May-04 05-Nov-04 05-Nov-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 08-Dec-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 23-Oct-05 20-May-06 05-Nov-06 05-Nov-06 11-May-07 05-Nov-07 05-Nov-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-07 08-Dec-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-07 05-Nov-04 05-Nov-07 7,600 8,500 8,889 25,000 8,452 6,519 26,000 90,960 8,000 6,800 6,838 6,256 6,018 33,912 6,600 6,500 7,408 7,135 9,127 36,770 3,800 6,500 5,699 6,586 7,522 30,107 900 1,000 1,097 1,111 1,974 12,481 18,563 9,300 9,100 9,573 9,275 8,475 45,723 6,519 7,600 8,500 8,889 25,000 8,452 – – 58,441 8,000 6,800 – – – 14,800 6,600 6,500 7,408 7,135 – 27,643 3,800 6,500 5,699 6,586 – 22,585 900 1,000 1,097 1,111 – – 4,108 9,300 9,100 9,573 9,275 – 37,248 – 100 100 100 100 100 – – 64 100 100 – – – 44 100 100 100 100 – 75 100 100 100 100 – 75 100 100 100 100 – – 22 100 100 100 100 – 81 – 1 LTI deferred shares were last granted under the ANZ Long-Term Incentive Program in the 2005 year, and therefore were not granted in the 2006 or 2007 years. LTI is now delivered in the form of Performance Rights (refer to section C4.2). The LTI deferred shares are restricted for 3 years and may be held in trust beyond this time. Refer to section F10.2 for more details. 2 Nil shares forfeited during the 2007 year; 19,112 shares forfeited during the 2006 year. 3 The maximum amortisation balance for each executive for subsequent financial years is as follows: R Edgar $22,130; B Hartzer $6,211; G Hodges $5,119; P Hodgson $16,996; P Marriott $5,768; S Targett nil. 4 E Funke Kupper forfeited unvested deferred shares on resignation. 28 ANZ Annual Report 2007 F5. DEFERRED SHARES GRANTED TO DISCLOSED EXECUTIVES (CONTINUED) Financial Year 2006 2007 STI Deferred Shares1 Name R Edgar Total E Funke Kupper4 Total B Hartzer Total G Hodges Total P Hodgson Total P Marriott Total Grant date 23-Oct-02 20-May-03 05-Nov-03 11-May-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 05-Nov-04 23-Oct-02 20-May-03 05-Nov-03 11-May-04 Vesting date 23-Oct-05 20-May-06 05-Nov-06 11-May-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 23-Oct-05 20-May-06 05-Nov-06 11-May-07 05-Nov-05 23-Oct-05 20-May-06 05-Nov-06 11-May-07 Number that vested during the 2006 or 2007 year 6,423 5,622 6,781 7,683 26,509 8,554 4,148 – – 12,702 4,457 1,992 7,322 7,244 21,015 4,761 4,503 5,129 5,653 20,046 8,305 4,776 7,835 9,330 4,262 34,508 8,527 5,403 7,978 9,604 31,512 Percentage that vested during the 2006 or 2007 year % 100 100 100 100 100 100 100 – – 46 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Number granted2 6,423 5,622 6,781 7,683 26,509 8,554 4,148 7,636 7,052 27,390 4,457 1,992 7,322 7,244 21,015 4,761 4,503 5,129 5,653 20,046 8,305 4,776 7,835 9,330 4,2623 34,508 8,527 5,403 7,978 9,604 31,512 1 STI deferred shares issued were granted under a historical ANZ Short-Term Incentive Program. (STI is now delivered generally as 100% cash, therefore no STI deferred shares were granted to the Executives during the year. Refer to section C4.1). STI deferred shares are restricted for 3 years and may be held in trust beyond this time. 2 Nil shares forfeited during the 2006 & 2007 years, and as at 30 September 2007, 100% of STI Deferred Shares have vested. 3 These STI deferred shares were granted as part of the Institutional Bonus Scheme in 2004. 20% of bonus amounts in excess of $125,000 were delivered as one year deferred shares. 4 Unvested shares were forfeited on resignation. Other Deferred Shares Name S Targett1 Total A Thursby2 Grant date 11-May-04 05-Nov-04 13-May-05 07-Nov-05 Vesting date 11-May-07 05-Nov-07 13-May-08 07-Nov-08 03-Sep-07 03-Sep-10 Number granted3,4 38,419 35,105 32,080 29,838 135,442 34,602 Value of deferred shares granted during the 2006 or 2007 year 5 $ – – – 703,282 703,282 1,005,188 Number that vested during the year 38,419 – – – 38,419 – Percentage that vested during the year % 100 – – – 28 – 1 Other shares issued to S Targett relate to the issue of deferred shares (four tranches to the value of $700,000 each issued at 6 month intervals in May and November in 2004 and 2005) to compensate S Targett for the loss of access to equity as a result of his resignation from his previous employer upon commencement with ANZ. 2 Other shares issued to A Thursby relate to the issue of deferred shares to compensate A Thursby for the loss of access to equity as a result of his resignation from his previous employer upon commencement with ANZ. 3 Nil shares forfeited during the 2007 year; 14,688 shares forfeited during the 2006 year. 4 The maximum amortisation balance for subsequent financial years for S Targett is nil and A Thursby is $980,425. 5 The value of shares granted is based on the volume weighted average price of the Company’s shares traded on the ASX on the day the shares were granted, multiplied by the number granted. Remuneration Report 29 F6. SHAREHOLDINGS OF DISCLOSED EXECUTIVES (INCLUDING MOVEMENTS DURING THE 2006 & 2007 YEARS) 2007 Financial Year Name R Edgar B Hartzer G Hodges P Hodgson P Marriott S Targett A Thursby 2006 Financial Year Name R Edgar E Funke Kupper5 B Hartzer G Hodges P Hodgson P Marriott S Targett Balance of shares as at 1 Oct 2006 1 Shares granted during the year as remuneration 421,733 96,083 239,319 53,759 660,513 142,961 – – – – – – – 34,602 Balance of shares as at 1 Oct 2005 1 Shares granted during the year as remuneration 421,733 189,892 88,638 171,919 59,557 641,633 113,123 – – – – – – 29,838 Number of shares acquired during the year through exercise of options 66,666 269,194 42,735 – 11,000 153,688 – Number of shares acquired during the year through exercise of options – – – 67,400 – 168,000 – Shares resulting from any other change during the year2 Balance of shares held as at 30 Sept 20071,3 (100,000) (33,185) – – (98,884) (152,667) – 388,399 332,092 282,054 53,759 572,629 143,982 34,602 Shares resulting from any other change during the year2 Balance of shares held as at 30 Sept 20061,4 – (89,450) 7,445 – (5,798) (149,120) – 421,733 100,442 96,083 239,319 53,759 660,513 142,961 1 Balance of shares held at 1 October 2005/2006 and 30 September 2006/2007, include directly held shares, nominally held shares and shares held by related parties. 2 Other shares resulting from any other changes during the year include the net result of any shares purchased, or sold or any acquired under the Dividend Reinvestment Plan. 3 The following shares were held nominally as at 30 September 2007: R Edgar – 213,510; B Hartzer – 78,607; G Hodges – 146,747; P Hodgson – 53,759; P Marriott – 177,930; S Targett – 141,961; A Thursby – 34,602. 4 The following shares were held nominally as at 30 September 2006: R Edgar – 213,510; E Funke Kupper – 0; B Hartzer – 78,607; G Hodges – 104,012; P Hodgson – 53,759; P Marriott – 177,930; S Targett – 141,961. 5 Amounts shown do not include ANZ Stapled Exchangeable Preferred Securities (ANZ StEPS). Elmer Funke Kupper held 500 ANZ StEPS up to and including 30 September 2006. No other disclosed executives held ANZ StEPS. F7. OPTIONS GRANTED TO DISCLOSED EXECUTIVES1 Financial Year 2006 2007 Name R Edgar Total E Funke Kupper8 Total B Hartzer Type of options2 Hurdled A Hurdled A Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Performance Rights Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Hurdled A Hurdled A Hurdled A Hurdled A Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Performance Rights Total 30 ANZ Annual Report 2007 Grant date First date exercisable Date of expiry3 Exercise price4,5 $ Number granted6,7 24-Oct-08 25-Oct-04 24-Oct-01 24-Apr-09 24-Apr-05 24-Apr-02 23-Oct-02 22-Oct-09 23-Oct-05 20-May-03 20-May-06 19-May-10 05-Nov-03 04-Nov-10 05-Nov-06 11-May-04 11-May-07 10-May-11 04-Nov-11 05-Nov-07 05-Nov-04 18-Nov-10 19-Nov-08 18-Nov-05 24-Oct-11 25-Oct-09 24-Oct-06 23-Oct-02 22-Oct-09 23-Oct-05 20-May-03 20-May-06 19-May-10 05-Nov-06 04-Nov-10 05-Nov-03 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 24-Apr-08 24-Apr-04 24-Apr-01 24-Oct-08 24-Oct-04 24-Oct-01 24-Apr-09 24-Apr-05 24-Apr-02 24-Apr-09 24-Apr-05 24-Apr-02 23-Oct-02 22-Oct-09 23-Oct-05 20-May-03 20-May-06 19-May-10 05-Nov-03 05-Nov-06 04-Nov-10 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 24-Oct-11 25-Oct-09 24-Oct-06 16.33 18.03 17.34 17.60 17.55 18.22 20.68 0.00 0.00 17.34 17.60 17.55 18.22 20.68 0.00 12.98 16.33 18.03 18.03 17.34 17.60 17.55 18.22 20.68 0.00 0.00 34,000 41,000 125,000 147,000 66,666 63,115 52,000 60,346 45,872 634,999 131,000 119,000 51,282 46,722 48,000 45,518 441,522 42,000 36,000 59,000 50,000 109,000 113,000 55,555 53,279 72,800 64,656 64,985 720,275 Number vested during the 2006 or 2007 year – – 125,000 147,000 66,666 63,115 – – – 401,781 131,000 119,000 – – – – 250,000 – – – – 109,000 113,000 55,555 53,279 – – – 330,834 Percentage that vested during the 2006 or 2007 year % – – 100 100 100 100 – – – 63 100 100 – – – – 57 – – – – 100 100 100 100 – – – 46 Vested and exercisable as at 30 Sept 2006 or 2007 – – – 31,557 – – – 31,557 – – – – – – – 42,000 36,000 59,000 50,000 – – – – – – – 187,000 F7. OPTIONS GRANTED TO DISCLOSED EXECUTIVES1 (CONTINUED) Financial Year 2006 2007 Name G Hodges Total P Hodgson Total P Marriott Total 9 S Targett Total Type of options2 Hurdled A Hurdled A Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Performance Rights Hurdled A Hurdled A Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Performance Rights Hurdled A Hurdled A Hurdled A Hurdled A Index Linked Index Linked Hurdled A Hurdled A Hurdled B Performance Rights Performance Rights Grant First date Date of expiry3 date exercisable 24-Apr-02 24-Apr-05 24-Apr-09 24-Apr-02 24-Apr-05 24-Apr-09 22-Oct-09 23-Oct-05 23-Oct-02 20-May-03 20-May-06 19-May-10 05-Nov-03 05-Nov-06 04-Nov-10 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 24-Oct-11 25-Oct-09 24-Oct-06 Exercise price4,5 $ 18.03 18.03 17.34 17.60 17.55 18.22 20.68 0.00 0.00 24-Oct-04 24-Oct-08 24-Oct-01 24-Apr-05 24-Apr-09 24-Apr-02 23-Oct-02 23-Oct-05 22-Oct-09 20-May-03 20-May-06 19-May-10 05-Nov-03 05-Nov-06 04-Nov-10 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 25-Oct-09 24-Oct-11 24-Oct-06 23-Feb-03 23-Feb-07 23-Feb-00 21-Nov-03 21-Nov-07 21-Nov-00 24-Oct-04 24-Oct-08 24-Oct-01 24-Apr-05 24-Apr-09 24-Apr-02 23-Oct-05 22-Oct-09 23-Oct-02 20-May-03 20-May-06 19-May-10 05-Nov-03 05-Nov-06 04-Nov-10 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 25-Oct-09 24-Oct-11 24-Oct-06 16.33 18.03 17.34 17.60 17.55 18.22 20.68 0.00 0.00 9.39 13.62 16.33 18.03 17.34 17.60 17.55 18.22 20.68 0.00 0.00 18.22 20.68 0.00 0.00 Number vested during the 2006 or 2007 year – – 63,000 113,000 42,735 49,181 – – – 267,916 – – 14,700 17,200 8,221 8,300 – – – 48,421 – – – – 153,000 158,000 71,794 69,263 – – – 452,057 307,377 – – – 307,377 Percentage that vested during the 2006 or 2007 year % – – 100 100 100 100 – – – 52 – – 100 100 100 100 – – – 27 – – – – 100 100 100 100 – – – 46 100 – – – 64 Vested and exercisable as at 30 Sept 2006 or 2007 – – – – – 24,590 – – – 24,590 9,000 9,600 – – 8,221 4,150 – – – 30,971 – 170,000 – – – – 71,794 34,631 – – – 276,425 – – – – – Number granted6,7 17,400 50,000 63,000 113,000 42,735 49,181 60,000 60,346 57,340 513,002 9,000 9,600 14,700 17,200 8,221 8,300 15,750 51,725 45,872 180,368 25,000 170,000 73,000 70,000 153,000 158,000 71,794 69,263 67,600 62,501 57,340 977,498 307,377 52,000 64,657 57,340 481,374 Hurdled A Hurdled B Performance Rights Performance Rights 11-May-04 11-May-07 10-May-11 05-Nov-07 04-Nov-11 05-Nov-04 19-Nov-08 18-Nov-10 18-Nov-05 25-Oct-09 24-Oct-11 24-Oct-06 1 Options granted pertains to those options granted, vested or exercised during the year, options yet to vest and any unexercised options. 2 Refer to section F10.1 for more details pertaining to hurdled A, hurdled B and index linked options. 3 Treatment of options on termination of employment is explained in section E of the Remuneration Report. 4 The exercise price for hurdled A & B options and index linked options is equal to the weighted average share price over the 5 trading days up to and including the grant date. The exercise price for performance rights is nil. Note, the original exercise price of options issued prior to the Renouncable Rights issue in November 2003 have been reduced by 72 cents, because of the dilution of share capital associated with the Renouncable Rights issue. Given index-linked options have a dynamic exercise price, the original exercise price is shown in F7 (refer to F10.1 for more details). 5 Refer to section F9 for details of the valuation methodology and inputs for performance rights granted in 2006 and 2007. 6 For the 2007 report, Performance Rights were granted on 30 October 2007 (before the report sign-off date). The allocation price was $12.96 with an expiry date of 5 years from the date of grant. The number of Performance Rights granted to each disclosed executive is as follows: R Edgar 19,290; B Hartzer 65,586; G Hodges 57,870; P Hodgson 57,870; P Marriott 57,870; A Thursby 46,296. These amounts relate to the 2008 financial year. 7 The maximum amortisation balance for each executive for subsequent financial years is as follows: R Edgar $684,141; B Hartzer $877,162; G Hodges $788,172; P Hodgson $643,108; P Marriott $798,309; S Targett $806,544. The value will be nil however, if the minimum performance hurdles are not achieved. 8 E Funke Kupper forfeited unvested options on resignation. 9 S Targett was granted Hurdled Options to compensate for the loss of equity from his previous employer. Remuneration Report 31 F8. OPTION HOLDINGS OF DISCLOSED EXECUTIVES (INCLUDING MOVEMENTS DURING THE 2006 & 2007 YEARS) 2007 Financial Year Name R Edgar Type of options Hurdled Index-Linked Performance Rights B Hartzer Hurdled G Hodges P Hodgson P Marriott Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Other3 S Targett Hurdled Performance Rights 2006 Financial Year Name R Edgar E Funke Kupper B Hartzer G Hodges P Hodgson P Marriott S Targett Type of options Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Hurdled Index-Linked Performance Rights Other3 Hurdled Performance Rights Balance as at 1 Oct 2006 181,781 272,000 60,346 368,634 222,000 64,656 151,916 176,000 60,346 50,871 31,900 51,725 378,657 311,000 62,501 11,442 359,377 64,657 Granted during the year as remuneration Resulting from any other change during year – – 45,872 – – 64,985 – – 57,340 – – 45,872 – – 57,340 – – 57,340 – – – – – – – – – – – – – – – – – – Value of options granted during the year1 $ – – 600,006 – – 850,004 – – 750,007 – – 600,006 – – 750,007 – – 750,007 Exercised during the year 66,666 – – 42,000 36,000 59,000 50,000 55,555 26,639 – – 42,735 – – – – – – – – 5,000 5,000 1,000 153,688 – Balance as at 1 Oct 2005 Granted during the year as remuneration Resulting from any other change during year5 Value of options granted during the year1 $ Exercised during the year 181,781 272,000 – 146,004 250,000 – 368,634 222,000 – 219,316 176,000 – 50,871 31,900 – 546,657 311,000 – 11,442 359,377 – – – 60,346 – – 45,518 – – 64,656 – – 60,346 – – 51,725 – – 62,501 – – 64,657 – – – (146,004) (250,000) (45,518) – – – – – – – – – – – – – – – – – 702,427 – – 529,830 – – 752,596 – – 702,427 – – 602,079 – – 727,512 – – 752,607 – – – – – – – – – 17,400 50,000 – – – – – 25,000 73,000 70,000 – – – – – 1 The value of options granted during the year is based on the fair value of the option multiplied by the number granted. Refer to section F9 for details of the valuation methodology and inputs. 2 The value per option used in this calculation is based on the difference between the volume weighted average price of the Company’s shares traded on the ASX on the day the options were exercised, and the exercise price. This is then multiplied by the number granted. 3 Other refers to share options granted to a related party. 11,000 of these options were vested and exercisable as at 30 September 2006 and 442 at 30 September 2007. 32 ANZ Annual Report 2007 Date of exercise of options Number of ordinary shares issued on exercise of options Value of options exercised during the year2 $ Share price on date of exercise of options $ Amount paid per share $ 15-Nov-06 – – 16-May-07 16-May-07 16-May-07 16-May-07 16-May-07 16-May-07 – – 14-Nov-06 – – – – – – – – 17-May-07 17-May-07 17-May-07 11-May-07 – 66,666 – – 42,000 36,000 59,000 50,000 55,555 26,639 – – 42,735 – – – – – – – – 5,000 5,000 1,000 153,688 – 765,326 – – 693,000 473,400 675,550 572,500 662,771 299,955 – – 488,461 – – – – – – – – 93,000 77,450 16,710 1,887,289 – 29.03 – – 29.48 29.48 29.48 29.48 29.48 29.48 – – 28.98 – – – – – – – – 29.69 29.69 29.69 30.50 – 17.55 – – 12.98 16.33 18.03 18.03 17.55 18.22 – – 17.55 – – – – – – – – 11.09 14.20 12.98 18.22 – Balance as at 30 Sept 20074 115,115 272,000 106,218 99,440 222,000 129,641 109,181 176,000 117,686 50,871 31,900 97,597 378,657 311,000 119,841 442 205,689 121,997 Date of exercise of options Number of ordinary shares issued on exercise of options Value of options exercised during the year2 $ Share price on date of exercise of options $ Amount paid per share $ Balance as at 30 Sept 20066 – – – – – – – – – 17-May-06 17-May-06 – – – – – 10-Nov-05 11-Nov-05 11-Nov-05 – – – – – – – – – – – – – – 17,400 50,000 – – – – – 25,000 73,000 70,000 – – – – – – – – – – – – – – 158,166 454,500 – – – – – 342,000 511,730 371,700 – – – – – – – – – – – – – – 27.12 27.12 – – – – – 23.07 23.34 23.34 – – – – – – – – – – – – – – 18.03 18.03 – – – – – 9.39 16.33 18.03 – – – – – 181,781 272,000 60,346 – – – 368,634 222,000 64,656 151,916 176,000 60,346 50,871 31,900 51,725 378,657 311,000 62,501 11,442 359,377 64,657 4 Aggregate value of options exercised, granted and forfeited during the 2007 year for each disclosed executive is as follows: R Edgar $1,365,332; B Hartzer $4,227,180; G Hodges $1,238,468; P Hodgson $600,006; P Marriott $937,167; S Targett $2,637,296. 5 Refers to forfeiture of options upon resignation for E Funke Kupper. Value of options on forfeiture was $2,229,912. 6 Aggregate value of options exercised, granted and forfeited during the 2006 year for each disclosed executive is as follows: R Edgar – $702,427; E Funke Kupper – $2,229,912; B Hartzer – $752,596; G Hodges – $1,315,093; P Hodgson – $602,079; P Marriott – $1,952,942; S Targett – $752,607. Remuneration Report 33 F9. OPTION VALUATIONS Option type Grant date Option value1 $ Exercise price (5 day VWAP) $ Share price at grant $ Performance Rights Performance Rights 18-Nov-05 24-Oct-06 11.64 13.08 – – 24.05 28.15 ANZ expected volatility2 % 15.00 15.00 Option term (years) 5 5 Vesting period (years) Expected life (years) 3 3 4 4 Expected dividend yield3 % 5.00 4.80 Risk free interest rate4 % 5.31 6.00 1 PricewaterhouseCoopers and Mercer Finance & Risk Consulting independently valued these options. In accordance with AASB 2 the valuation model takes into account a range of factors to determine the value of a Performance Right such as the life of the Rights, the probability of vesting, the price of the underlying shares at grant, expected volatility of the share price and the dividends expected on the shares. 2 Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the options. The measure of volatility used in the model is the annualised standard deviation of the continuously compounded rates of return on the historical share price over a defined period of time preceding the date of grant. This historical average annualised volatility is then used to estimate a reasonable expected volatility over the expected life of the options. 3 In estimating the fair value of the ANZ option grant, expected dividends were included in the application of the model. The expected dividend yield applied to the model was based on an analysis of ANZ’s historical dividend payments and yields. 4 The risk-free interest rate is based on the implied yield currently available on zero-coupon bonds issued by the Australian government, with a remaining term equal to the expected life of ANZ’s options. hurdles also pertain to the options granted to the CEO during the year: 1. Half the options may only be exercised once ANZ’s TSR exceeds the percentage change in the S&P/ASX 200 Banks (Industry Group) Accumulation Index, measured over the same period (since issue) and calculated as at the last trading day of any month (once the exercise period has commenced); and 2. The other half of hurdled options may only be exercised once the ANZ TSR exceeds the percentage change in the S&P/ASX 100 Accumulation Index, measured over the same period (since issue) and calculated as at the last trading day of any month (once the exercise period has commenced). Index-linked options (Granted from October 2002 to May 2003) Index-linked options have a dynamic exercise price that acts as a built-in performance hurdle, i.e. the exercise price is adjusted in line with the movement in the S&P/ASX 200 Banks (Industry Group) Accumulation Index (excluding ANZ). As an additional constraint, the adjusted exercise price can only be set at or above the original exercise price. They are exercisable between the 3rd and 7th year after grant date, subject to the adjusted exercise price being above the prevailing share price. F10. LEGACY LONG TERM INCENTIVE (LTI) PROGRAMS F10.1 Options (Granted prior to October 2005) Each option has the following features: An exercise price (or for index-linked options, the original exercise price) that is set equal to the weighted average sale price of all fully paid ordinary shares in the Company sold on the Australian Securities Exchange during the 1 week prior to and including the date of grant; A maximum life of 7 years and an exercise period that commences 3 years after the date of grant, subject to performance hurdles being met. Options are re-tested monthly (if required) after the commencement of the exercise period; Upon exercise, each option entitles the option-holder to one ordinary share; In case of resignation or termination on notice or dismissal for misconduct: options are forfeited; In case of redundancy: options are pro- rated and a grace period is provided in which to exercise the remaining options (with hurdles waived, if applicable); In case of retirement, death or total & permanent disablement: a grace period is provided in which to exercise all options (with hurdles waived, if applicable); and Performance hurdles, which are explained below for each type of option. Hurdled Options (Hurdled B) (Granted November 2004) In November 2004 hurdled options were granted with a relative TSR performance hurdle attached. The proportion of options that become exercisable will depend upon the TSR achieved by ANZ relative to the companies in the comparator group shown below. Performance equal to the median TSR of the comparator group will result in half the options becoming exercisable. Performance above median will result in further options becoming exercisable, increasing on a straight-line basis until all of the options become exercisable where ANZ’s TSR is at or above the 75th percentile in the comparator group. Comparator Group AMP Limited AXA Asia Paciﬁ c Holdings Limited Commonwealth Bank of Australia Insurance Australia Group Limited Macquarie Bank Limited National Australia Bank Limited QBE Insurance Group Limited St George Bank Limited Suncorp-Metway Limited Westpac Banking Corporation Hurdled Options (Hurdled A) (Granted to Executives from February 2000 until July 2002, and from November 2003 until May 2004. Granted to CEO from December 2001 until December 2004) Until May 2004, hurdled options were granted to executives with the following performance hurdles attached. The following performance 34 ANZ Annual Report 2007 F10.2 Deferred Shares (Granted from February 2000) Deferred Shares granted under the LTI arrangements were designed to reward executives for superior growth whilst also encouraging executive retention and an increase in the Company’s share price. Shares are subject to a time-based vesting hurdle of 3 years, during which time they are held in trust; During the deferral period, the employee is entitled to any dividends paid on the shares; Shares issued under this plan may be held in trust for up to 10 years; The value used to determine the number of LTI deferred shares to be allocated has been based on the volume weighted average price of the shares traded on the ASX in the week leading up to and including the date of issue; In case of resignation or termination on notice or dismissal for misconduct: LTI shares are forfeited; In case of redundancy: the number of LTI shares that are released is pro-rated according to the time held as a proportion of the vesting period; and In case of retirement, death or total & permanent disablement: LTI shares are released to executives. Deferred Shares no longer form part of the executive remuneration program detailed in section C, however there may be circumstances (such as retention) where this type of equity (including Deferred Share Rights) will be issued. F10.3 Performance Shares (Granted December 2004 to CEO) In December 2004 Performance Shares were granted to the CEO of ANZ with a relative TSR performance hurdle attached. The proportion of shares that vest will depend upon the TSR achieved by ANZ relative to the companies in the comparator group shown below. Performance equal to the median TSR of the comparator group will result in half the Performance Shares becoming exercisable. Performance above median will result in further Performance Shares becoming exercisable, increasing on a straight-line basis until all of the Performance Shares become exercisable where ANZ’s TSR is at or above the 75th percentile in the comparator group. No dividends will be payable on the shares until they vest, with the earliest possible vesting date being 31 December 2006. Comparator Group AMP Limited AXA Asia Paciﬁ c Holdings Limited Commonwealth Bank of Australia Insurance Australia Group Limited Macquarie Bank Limited National Australia Bank Limited QBE Insurance Group Limited St George Bank Limited Suncorp-Metway Limited Westpac Banking Corporation COPY OF THE AUDITOR’S INDEPENDENCE DECLARATION Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of Australia and New Zealand Banking Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the ﬁ nancial year ended 30 September 2007 there have been: i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Melbourne Michelle Hinchliffe Partner 7 November 2007 Signed in accordance with a resolution of the directors Charles Goode Chairman Michael R P Smith Director 7 November 2007 Remuneration Report 35 CORPORATE GOVERNANCE A SOLID FOUNDATION AT ANZ This report sets out ANZ’s annual statement on its corporate governance framework. Further details and copies/summaries of relevant documents are contained on anz.com > about ANZ > Corporate Governance, including how ANZ has applied the ASX Governance Principles (see below). ANZ’s Board is responsible to shareholders for the strategic guidance and oversight of the Company as set out in its publicly available Charter. The Board recognises its overriding responsibility to act honestly, fairly, and diligently, in accordance with the law, in building sustainable value for shareholders while acknowledging ANZ’s shareholders, people, customers and the communities in which it operates as important stakeholders in an integrated and responsible approach to business. Corporate governance is an important issue for ANZ and so receives close scrutiny from the Governance Committee which reports regularly to the Board. The Board considers that a comprehensive corporate governance framework provides ANZ with a strong commercial advantage – it enables the Board and ANZ to achieve ethical and stewardship obligations and at the same time facilitates the making of effective and timely decisions. In relation to governance, the Board seeks to: embrace principles and practices it considers to be best practice internationally; be an ‘early adopter’, where possible, by complying before a published law or recommendation takes effect; and take an active role in discussions regarding the development of corporate governance best practice and associated regulation in Australia and overseas. COMPLIANCE WITH CORPORATE GOVERNANCE CODES ANZ has equity securities listed on the Australian (ASX) and New Zealand (NZX) Securities Exchanges and has debt securities listed on these and other overseas Securities Exchanges. As such, ANZ must comply with a range of listing and corporate governance requirements from both Australia and overseas. 36 ANZ Annual Report 2007 AUSTRALIA As a company listed on the ASX, ANZ is required to disclose how it has applied the Recommendations contained within the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations (ASX Governance Principles) during the ﬁ nancial year, explaining any departures from them. In August 2007, the ASX Corporate Governance Council issued a revised version of the ASX Governance Principles which will be effective in respect of ANZ’s 2009 reporting period. ANZ actively contributed to the development of the revised ASX Governance Principles and is supportive of the “if not, why not” disclosure approach to governance enshrined within both the current and revised ASX Governance Principles. ANZ has complied with each of the Recommendations contained within the current ASX Governance Principles throughout the ﬁ nancial year, and also complies with each of the Recommendations contained within the revised ASX Governance Principles. NEW ZEALAND As an overseas listed issuer on the NZX, ANZ is deemed to comply with the NZX Listing Rules provided that it remains listed on the ASX, complies with the ASX listing rules and provides the NZX with all the information and notices that it provides to the ASX. ANZ has complied with these requirements during the ﬁ nancial year. The ASX Governance Principles differ from the NZX’s corporate governance rules and the principles of the NZX’s Corporate Governance Best Practice Code. More information about the corporate governance rules and principles of the ASX can be found at www.asx.com and, in respect of the NZX, at www.nzx.com. Irrespective of any differences, ANZ complies with all applicable governance principles and requirements both in Australia and New Zealand. OTHER JURISDICTIONS United States of America – ANZ delisted its American Depositary Receipts from the New York Stock Exchange (NYSE) in July 2007, and subsequently deregistered from the US Securities and Exchange Commission. As a result, ANZ is no longer required to comply with certain corporate governance requirements contained in US securities laws, including applicable sections of the Sarbanes-Oxley Act of 2002 and applicable NYSE Listing Standards. While these steps were taken to reduce administrative burdens and costs, ANZ continues to be committed to best practice in preparing its ﬁ nancial statements. ANZ will maintain the strong control and ﬁ nancial goverance frameworks established under Sarbanes-Oxley compliance, tailoring them to the Group’s speciﬁ c processes and procedures. ANZ also monitors best practice developments in corporate governance across other relevant jurisdictions including the US. WEBSITE Full details of the location of the references in this statement (and elsewhere in the Annual Report) which speciﬁ cally set out how ANZ applies each Recommendation of both the current and revised ASX Governance Principles are contained on www.anz.com > about ANZ > Corporate Governance. This section of ANZ’s website also contains copies of all the charters and summaries of many of the documents and policies mentioned in this report, as well as summaries of other ANZ policies of interest to shareholders and stakeholders. The website is regularly updated to ensure it reﬂ ects ANZ’s most recent corporate governance information. DIRECTORS Mr C B Goode, AC B COM (HONS), MBA, HON LLD (MELB), HON LLD (MONASH) Non-executive director since July 1991. Mr Goode was appointed Chairman in August 1995 and is an ex-ofﬁ cio member of all Board Committees. Skills, experience and expertise Mr Goode has a background in the ﬁ nance and resources industries and has been a professional non-executive director since 1989. Mr Goode brings a wide range of skills and signiﬁ cant experience of the ﬁ nance industry to his role as Chairman of the Board. Chairman, Independent Non-Executive Director Current Directorships Chairman: Australian United Investment Company Limited (Director from 1990), Diversiﬁ ed United Investment Limited (Director from 1991), and The Ian Potter Foundation Ltd (Director from 1987). Member: International Council of the Asia Society (from 2000), Asia Society Australasia Centre (from 2003), AsiaLink Council (from 2002) and The Global Foundation (from 1999). Former Directorships include Former Chairman: Woodside Petroleum Limited (Director 1988-2007, Chairman 1999-2007). Former President: Howard Florey Institute of Experimental Physiology and Medicine (Director 1987-2006, President 1997-2004). Former Director: Singapore Airlines Limited (1999-2006). Age 69. Residence Melbourne. Mr M R P Smith, OBE Chief Executive Ofﬁ cer, Executive Director BSC (HONS) Chief Executive Ofﬁ cer since 1 October 2007. Skills, experience and expertise Mr Smith is an international banker with 29 years experience in banking operations in Asia, Australia and internationally. Until June 2007, he was President and Chief Executive Ofﬁ cer, The Hongkong and Shanghai Banking Corporation Limited, Chairman, Hang Seng Bank Limited, Global Head of Commercial Banking for the HSBC Group and Chairman, HSBC Bank Malaysia Berhad. Previously, Mr Smith was Chief Executive Ofﬁ cer of HSBC Argentina Holdings SA. Mr Smith joined the HSBC Group in 1978 and during his international career he has held a wide variety of roles in Commercial, Institutional and Investment Banking, Planning and Strategy, Operations and General Management. Current Directorships Director: ANZ National Bank Limited (from 2007). Member: Chongqing Mayor’s International Economic Advisory Council (from 2006). Fellow: The Hong Kong Management Association (from 2005). Former Directorships include Former Chairman: HSBC Bank Malaysia Berhad (2004-2007) and Hang Seng Bank Limited (2005-2007). Former CEO and Director: The Hong Kong and Shanghai Banking Corporation Limited (2004-2007). Former Director: HSBC Australia Limited (2004-2007), HSBC Finance Corporation (2006-2007) and HSBC Bank (China) Company Limited (2007). Former Board Member: Visa International Asia Paciﬁ c (2005-2007). Age 51. Residence Melbourne. Dr G J Clark Independent Non-Executive Director, Chairman of the Technology Committee BSC (HONS), PHD, FAPS, FTSE Non-executive director since February 2004. Dr Clark is a member of the Governance Committee. Skills, experience and expertise Dr Clark is Principal of Clark Capital Partners, a US-based ﬁ rm that advises internationally on technology and the technology market place. Previously he held senior executive positions in IBM, News Corporation, and Loral Space and Communications. He brings to the Board international business experience and a distinguished career in micro-electronics, computing and communications. Former Directorships include Former Director: James Hardie Industries NV (2002-2006) and Acton Semiconductor Pty Limited (2001-2005). Current Directorships Chairman: GPM Classiﬁ ed Directories (from 2007). Director: Babcock & Brown Capital Limited (from 2006) and KaComm Communications Pty Ltd (from 2006). Age 64. Residence based in New York, United States of America but also resides in Sydney. Corporate Governance 37 Mr J K Ellis Independent Non-Executive Director MA, FAICD, HON FIE AUST, FAUS IMM, FTSE, HON DR ENG (CQU) Non-executive director since October 1995. Mr Ellis is a member of the Audit Committee and the Technology Committee. Skills, experience and expertise Mr Ellis brings to the Board his analytical skills together with his practical understanding of operational issues, investments and acquisitions arising from his involvement across a range of sectors including natural resources, manufacturing, biotechnology and education. Current Directorships Chairman: Future Directions International Pty Ltd (Director from 2003), Landcare Australia Limited (from 2004), Golf Australia (from 2005), and the Earth Resources Development Council (from 2006). Chancellor: Monash University (from 1999). Member: Paciﬁ c Road Corporate Finance Pty Limited Advisory Board (from 2002), The Sentient Group Advisory Council (from 2001) and Anglo American plc’s Australian Advisory Board (from 2006). Former Directorships include Former Chairman: The Broken Hill Proprietary Company Limited (Director 1991-1999, Chairman 1997-1999), Paciﬁ ca Group Limited (Chairman and Director 1999-2007), Black Range Minerals Limited (Chairman and Director 2000-2004), Australia–Japan Foundation (1999-2005) and National Occupational Health & Safety Commission (2003-2005). Former Director: GroPep Limited (2000-2005). Age 70. Residence Melbourne. Ms M A Jackson, AC Independent Non-Executive Director, Chairman of the People Committee BEC, MBA, HON LLD (MONASH), FAICD, FCA Non-executive director since March 1994. Ms Jackson is a member of the Audit Committee. Skills, experience and expertise A Chartered Accountant, with signiﬁ cant ﬁ nancial expertise, Ms Jackson has broad industrial and commercial experience including her involvement in transportation, mining, the media, manufacturing and insurance. This expertise coupled with her work in health and education contribute to her role on the Board. Current Directorships Chairman: Qantas Airways Limited (Director from 1992), FlexiGroup Limited (from 2006) and Asia Paciﬁ c Business Coalition on HIV/ AIDS (from 2006). President: Australian Volunteers International (from 2006). Director: Billabong International Limited (from 2000), Florey Neuroscience Institutes (from 2007) and Australian Tissue Engineering Centre (from 2006). Former Directorships include Former Deputy Chairman: Southcorp Limited (Deputy Chairman and Director 2004-2005). Former Co-Chairman: Australia NZ Leadership Forum (2003-2006). Former Director: John Fairfax Holdings Limited (2003-2004) and Howard Florey Institute of Experimental Physiology and Medicine (1998-2006). Former Partner: Consulting Division of KPMG Peat Marwick (1991-1992). Age 54. Residence Melbourne. Mr I J Macfarlane, AC Independent Non-Executive Director, Chairman of the Governance Committee BEC (HONS), MEC, HON DSC (SYD), HON DCOM (MELB), HON DLITT (MACQ), HON LLD (MONASH) Non-executive director since February 2007. Mr Macfarlane is a member of the Risk Committee and the Technology Committee. Skills, experience and expertise During his 28 year career at the Reserve Bank of Australia including a 10 year term as Governor, Mr Macfarlane made a signiﬁ cant contribution to economic policy in Australia and internationally. He has a deep understanding of ﬁ nancial markets as well as a long involvement with Asia. Current Directorships Director: Woolworths Limited (from 2007), Leighton Holdings Limited (from 2007), and the Lowy Institute for International Policy (from 2004). Member: International Advisory Board of Goldman Sachs International (from 2007). Former Directorships include Former Chairman: Payments System Board (1998-2006), Australian Council of Financial Regulators (1998-2006), and Financial Markets Foundation for Children (1996-2006). Former Governor: Reserve Bank of Australia (Member 1992-2006, Chairman 1996-2006). Age 61. Residence Sydney. 38 ANZ Annual Report 2007 38 ANZ Annual Report 2007 Mr D E Meiklejohn Independent Non-Executive Director, Chairman of the Audit Committee B COM, DIP ED, FCPA, FAICD, FAIM Non-executive director since October 2004. Mr Meiklejohn is a member of the Governance Committee and the Risk Committee. Skills, experience and expertise Mr Meiklejohn has a strong background in ﬁ nance and accounting. He also brings to the Board his experience across a number of directorships of major Australian companies spanning a range of industries. Current Directorships Chairman: PaperlinX Limited (Director from 1999). Director: Coca Cola Amatil Limited (from 2005) and Mirrabooka Investments Limited (from 2006). President: Melbourne Cricket Club (Committee member from 1987). Former Directorships include Former Chairman: SPC Ardmona Limited (Chairman and Director 2002-2005). Former Deputy Chairman: GasNet Australia Limited (Deputy Chairman and Director 2001-2004). Former Director: WMC Resources Limited (2002-2005) and OneSteel Limited (2000-2005). Director and Chief Financial Ofﬁ cer Amcor Limited (1985-2000). Age 65. Residence Melbourne. Mr J P Morschel DIPQS, FAIM Non-executive director since October 2004. Mr Morschel is a member of the People Committee. Skills, experience and expertise Mr Morschel has a strong background in banking, ﬁ nancial services and property and brings the experience of being a Chairman and Director of major Australian and international companies. BOARD RESPONSIBILITY AND DELEGATION OF AUTHORITY The Board is chaired by an independent non-executive Director. The roles of the Chairman and Chief Executive Ofﬁ cer are separate, and the Chief Executive Ofﬁ cer is the only executive Director on the Board. ROLE OF THE CHAIRMAN The Chairman plays an important leadership role and is involved in: chairing meetings of the Board and providing effective leadership to it; monitoring the performance of the Board (including overseeing the process) and the mix of skills and effectiveness of individual contributions; being a member of all principal Board Committees; maintaining ongoing dialogue with the Chief Executive Ofﬁ cer and providing appropriate mentoring and guidance; and Independent Non-Executive Director, Chairman of the Risk Committee Current Directorships Director: Singapore Telecommunications Limited (from 2001), Tenix Pty Limited (from 1998) and Gifford Communications Pty Limited (from 2000). Former Directorships include Former Chairman: Rinker Group Limited (Chairman and Director 2003-2007) and Leighton Holdings Limited (Chairman and Director 2001-2004). Former Director: Rio Tinto Plc (1998-2005), Rio Tinto Limited (1998-2005), Westpac Banking Corporation (1993-2001) and Lend Lease Corporation Limited (1983-1995). Age 64. Residence Sydney. being a respected ambassador for ANZ, including chairing meetings of shareholders and dealing with key customer, political and regulatory parties. BOARD CHARTER The Board Charter clearly sets out the Board’s purpose, powers, and speciﬁ c responsibilities. The Board is responsible for: charting the direction, strategies and ﬁ nancial objectives for ANZ and monitoring the implementation of those policies, strategies and ﬁ nancial objectives; monitoring compliance with regulatory requirements, ethical standards and external commitments; and appointing and reviewing the performance of the Chief Executive Ofﬁ cer. In addition to the above and any matters expressly required by law to be approved by the Board, powers speciﬁ cally reserved for the Board include: approval of appointment of Senior Executives to roles leading ANZ businesses or functions and reporting to the Chief Executive Ofﬁ cer; any matters in excess of any discretions delegated to the Chief Executive Ofﬁ cer and senior management; annual approval of the budget and strategic plan; annual approval of the remuneration and conditions of service for any executive Directors, direct reports to the Chief Executive Ofﬁ cer and other key executives; signiﬁ cant changes to organisational structure; the acquisition, establishment, disposal or cessation of any signiﬁ cant business; Corporate Governance 39 the issue of ANZ shares or other ANZ equity securities; any public statements which reﬂ ect signiﬁ cant issues of ANZ policy or strategy; and any changes to the discretions delegated from the Board. The Board may delegate any of its powers and responsibilities to Committees of the Board (see pages 43 to 45). Key 2007 ﬁ nancial year highlights included: Appointment of the new Chief Executive Ofﬁ cer following a global search. Appointment of Mr I J Macfarlane as an independent non-executive Director. ANZ ranked the most sustainable bank globally in the Dow Jones Sustainability Index. ANZ named 2007 Money magazine Bank of the Year. Establishing a new Asia Paciﬁ c Division and ﬁ nalising a number of international partnerships. Overseeing the ETrade Australia acquisition. BOARD MEETINGS The Board normally meets at least 8 times each year, including an offsite strategy meeting. Typically at Board meetings the agenda will include: minutes of the previous meeting, and outstanding issues raised by Directors at previous meetings; the Chief Executive Ofﬁ cer’s report; the Chief Financial Ofﬁ cer’s report; Divisional Executive reports; speciﬁ c business proposals; reports from Chairs of Committees which have met since the last Board meeting on matters considered at those meetings; and for review, the minutes of Committee meetings which have occurred since the last Board meeting. There are two private sessions held at the end of each Board meeting which are chaired by the Chairman of the Board. The ﬁ rst involves all Directors including the CEO, and the second involves only the non-executive Directors. On a revolving basis, a Director is appointed at each Board meeting to formally critique the meeting and this critique is presented at the end of the meeting and is minuted. 40 ANZ Annual Report 2007 The Chief Financial Ofﬁ cer usually also attends all Board meetings. The Senior Managing Director, Divisional Heads and other members of Senior Management attend Board meetings when an issue under their areas of responsibility is being considered or as otherwise requested by the Board. CEO AND DELEGATION TO MANAGEMENT The Board delegates to the Chief Executive Ofﬁ cer, and through the Chief Executive Ofﬁ cer to other senior management, the authority and responsibility for managing the everyday affairs of ANZ. The Board monitors management and performance on behalf of shareholders. The Group Discretions Policy details the comprehensive discretions framework that applies within ANZ and to employees appointed to operational roles or directorships of related entities. The Group Discretions Policy is maintained by the Chief Financial Ofﬁ cer and reviewed annually by the Audit Committee with the outcome of this review reported to the Board. BOARD COMPOSITION, SELECTION AND APPOINTMENT The Board strives to achieve a balance of skills, knowledge, experience, tenure and perspective among its Directors. Details regarding the skills, experience and expertise of each Director in ofﬁ ce at the date of this Annual Report can be found on pages 37 to 39. The Governance Committee (see page 44) has been delegated responsibility for the director nomination process. The Committee regularly reviews the size and composition of the Board and Board Committees and assesses whether there is a need for any new non-executive Director appointments. Nominations may be provided from time to time to the Chairman of the Governance Committee. The Committee also reviews and recommends the process for the election of the Chairman of the Board and reviews succession planning for the Chairman of the Board, making recommendations to the Board as appropriate. The Committee assesses potential candidates against Board approved selection criteria including integrity, ﬁ tness and propriety, skills, qualiﬁ cations, experience, communication capabilities and community standing. If found suitable, and where there is a need for any new appointments, candidates are recommended to the Board. Otherwise, the Chairman of the Committee maintains names of suitable candidates for succession purposes. The Chairman of the Board is responsible for approaching potential candidates. During the course of the year, this process was formalised in a new Board Renewal and Performance Evaluation Policy. Each new non-executive Director receives an appointment letter accompanied by: Directors’ Handbook – The Handbook includes information on a broad range of matters relating to the role of a Director, including details of all applicable policies. Directors’ Deed – Each Director signs a Deed in the form approved by shareholders at the 2005 Annual General Meeting which covers a number of issues including indemnity, directors’ and ofﬁ cers’ liability insurance, the right to obtain independent advice and requirements concerning conﬁ dential information. UNDERTAKING INDUCTION TRAINING Every new Director takes part in a formal induction program which involves the provision of information regarding ANZ’s values and culture, the Group’s governance framework, the Directors’ Code of Conduct and Director related policies, Board and Committee policies, processes and key issues, ﬁ nancial management and business operations, and is briefed individually by senior management about matters concerning their area of responsibility. MEETING SHARE QUALIFICATION Non-executive Directors are required to accumulate within 5 years of appointment, and thereafter maintain, a holding in ANZ shares that is equivalent to at least 100% of a non-executive Director’s base fee (and 200% of this fee in the case of the Chairman). ELECTION AT NEXT ANNUAL GENERAL MEETING Subject to the provisions of ANZ’s Constitution and the Corporations Act 2001, the Board may appoint a person as a non-executive Director of ANZ at any time but that person must retire, and may seek election by shareholders, at the next Annual General Meeting. FIT AND PROPER ANZ has an effective and robust framework in place to ensure that individuals appointed to relevant senior positions within the Group have the appropriate ﬁ tness and propriety to properly discharge their prudential responsibilities both on appointment and throughout the course of their appointment. The framework, set out in ANZ’s Fit and Proper Policy, addresses the requirements of APRA’s Fit and Proper Prudential Standard. It involves assessments being carried out for each Director, relevant senior executive and the external auditor prior to a new appointment being made. These assessments are carried out against a benchmark of documented competencies which have been prepared for each role, and also involve attestations being completed by each individual, as well as the obtaining of evidence of material qualiﬁ cations and the carrying out of checks such as criminal record, bankruptcy and regulatory disqualiﬁ cation checks. These assessments are reviewed thereafter on an annual basis. The Governance Committee and the Board have responsibility for assessing the ﬁ tness and propriety of non-executive Directors. The People Committee is responsible for assessing the ﬁ tness and propriety of the Chief Executive Ofﬁ cer and key senior executives. The Audit Committee is responsible for assessing the ﬁ tness and propriety of the external auditor. INDEPENDENCE AND MATERIALITY Under ANZ’s Board Charter, the Board must contain a majority of non-executive Directors who satisfy ANZ’s criteria for independence. The Board Charter sets out independence criteria in order to establish whether a non-executive Director may have a relationship with ANZ which could (or could be perceived to) impede their decision-making. All non-executive Directors are required to notify the Chairman of a potential change in their outside Board appointments. The Chairman reviews the proposed appointments and will consult with other Directors as the Chairman deems appropriate. In the 2007 ﬁ nancial year, the Board conducted its annual review of criteria for independence against international best practices including the ASX Governance Principles, NZX and NYSE Corporate Governance Standards, and the US Sarbanes-Oxley Act of 2002. ANZ’s criteria are more comprehensive than those set in most jurisdictions including criteria stipulated speciﬁ cally for audit committee members. The criteria and review process are both set out in the Corporate Governance section of ANZ’s website. In summary, a relationship with ANZ is regarded as material if a reasonable person would expect there to be a real and sensible possibility that it would inﬂ uence a Director’s mind in: making decisions on matters likely to come regularly before the Board or its Committees; objectively assessing information and advice given by management; setting policy for general application across ANZ; and generally, carrying out the performance of his or her role as a Director. During 2007, the Board considered each non-executive Director’s independence and concluded that the independence criteria were met by each non-executive Director. The Board noted a corporate customer/ supplier relationship associated with one non-executive Director as follows: Ms Jackson is Chairman of Qantas Airways Limited. ANZ has commercial relationships with Qantas as a partner in the co-branded ANZ Frequent Flyer Visa Cards, and ANZ also acquires travel services from Qantas. The Board concluded that having regard to the nature and value of the commercial relationship and the materiality criteria described above, Ms Jackson remains independent. Directors’ biographies on pages 37 to 39 and on anz.com highlight their major associations outside of ANZ. CONFLICTS OF INTEREST Over and above the issue of independence, each Director has a continuing responsibility to determine whether he or she has a potential or actual conﬂ ict of interest in relation to any material matter which comes before the Board. Such a situation may arise from external associations, interests or personal relationships. Under the Directors Disclosure of Interest Policy and Policy for Handling Conﬂ icts of Interest, a Director may not exercise any inﬂ uence over the Board if a potential conﬂ ict of interest exists. In such circumstances, the Director may not receive relevant Board papers and, unless the other Directors have resolved to the contrary, may not be present for Board deliberations on the subject, and may not vote on any related Board resolutions. These matters, should they occur, are recorded in the Board minutes. INDEPENDENT ADVICE In order to assist Directors in fulﬁ lling their responsibilities, each Director has the right (with the prior approval of the Chairman) to seek independent professional advice regarding his/her responsibilities at the expense of ANZ. In addition, the Board and each Committee, at the expense of ANZ, may obtain whatever professional advice it requires to assist in its work. TENURE AND RETIREMENT ANZ’s Constitution provides that an election of Directors must be held at each Annual General Meeting. Each non-executive Director must retire from ofﬁ ce at the third Annual General Meeting after being elected or last re-elected, and may seek re-election. A new Director appointee must stand for election at the ﬁ rst Annual General Meeting after their appointment. These requirements do not apply to the Chief Executive Ofﬁ cer, whose appointment is a matter for the Board. In the opinion of the Board, the length of service of a non-executive Director is not an automatic disabling criterion affecting that Director’s independence. It is Board policy that the majority of the non-executive Directors will have served less than 9 years, except in circumstances of an even number of non-executive Directors in which case it will be ﬁ fty percent or more. The Board maintains that having some Board members with a length of service greater than 9 years is beneﬁ cial in complex organisations that are subject to signiﬁ cant economic cycles. It is also Board policy that Directors appointed since July 1993 will, except in unusual circumstances, retire after 15 years of service as a Director of ANZ. During the 2007 ﬁ nancial year, Mr David Gonski (June 2007) and Mr John McFarlane (September 2007) retired from the Board as an independent non-executive Director and Corporate Governance 41 executive Director respectively. In addition, Mr Ian Macfarlane (February 2007) and Mr Michael Smith (October 2007) joined the Board as an independent non-executive Director and executive Director respectively. CONTINUING EDUCATION ANZ Directors take part in a range of training and continuing education programs. In addition to a formal induction program (see page 40), Directors also receive a quarterly newsletter designed to keep them abreast of matters relating to their duties and responsibilities as Directors. Each Committee also conducts its own continuing education sessions from time to time as appropriate. Internal and/or external experts are engaged to conduct all education sessions. Directors also receive regular Divisional brieﬁ ngs at Board meetings. These brieﬁ ngs provide Directors with an insight into each area of ANZ’s business, in particular, performance, key issues, risks and strategies for growth. In addition, Directors participate in site visits from time to time which provide them with the opportunity to meet with staff and customers. ACCESS TO DIRECTORS Management is able to consult Directors as required on a regular basis. Employees have access to the Directors directly or through the Company Secretary. Shareholders who wish to communicate with the Directors may direct correspondence to a particular Director, or to the non-executive Directors as a whole. ROLE OF COMPANY SECRETARY The Board is responsible for the appointment of ANZ’s Company Secretaries. The Board has appointed three Company Secretaries. The Group General Counsel and Company Secretary is normally in attendance at all Board and Committee meetings, and prepares minutes and provides legal advice to the Board as and when required. He works closely with the Chairman of the Governance Committee to develop and maintain ANZ’s corporate governance principles, and is responsible to the Board for the Company Secretary’s Ofﬁ ce function. 42 ANZ Annual Report 2007 The Company Secretary is responsible for the day-to-day operations of the Company Secretary’s Ofﬁ ce including lodgements with relevant securities exchanges and other regulators, the administration of Board and Board Committee meetings, the management of dividend payments and associated share plans, the administration of the Group’s Australian subsidiaries and oversight of the relationship with ANZ’s Share Registrar. The Chief Financial Ofﬁ cer is also appointed as a Company Secretary. Proﬁ les of ANZ’s Company Secretaries can be found in the Directors’ Report on page 11. PERFORMANCE EVALUATIONS Performance evaluations covering the Board, each non-executive Director and each principal Board Committee are conducted annually, with the process set out in the Board Renewal and Performance Evaluation Policy approved by the Governance Committee and described below. The process and all associated documentation are reviewed by an independent third party. Details of how the performance evaluation process is undertaken in respect of the Chief Executive Ofﬁ cer (by the Board) and other key senior executives (by the People Committee), including how ﬁ nancial, operational and qualitative measures are assessed, are set out in the Remuneration Report commencing on page 14. Performance evaluations were carried out on this basis in respect of the 2006/07 reporting period. BOARD, BOARD COMMITTEES AND INDIVIDUAL DIRECTORS The framework used to assess the performance of Directors is based on the expectation they are performing their duties in a manner which should create and continue to build sustainable value for shareholders, and in accordance with the duties and obligations imposed upon them by ANZ’s Constitution and the law. The performance criteria take into account each Director’s contribution to: the charting of direction, strategy and ﬁ nancial objectives for ANZ; the monitoring of compliance with regulatory requirements and ethical standards; the monitoring and assessing of management performance in achieving strategies and budgets approved by the Board; the setting of criteria for, and evaluation of, the Chief Executive Ofﬁ cer’s performance; and the regular and continuing review of executive succession planning and executive development activities. Board, Board Committee and non-executive Director performance evaluations are conducted in the following ways: Annual review – On an annual basis, the Chairman has a one-on-one meeting with each Director speciﬁ cally addressing the performance criteria. In addition, they discuss the effectiveness of the Board and related issues including the Board’s oversight and contribution to the Company, Board discussion (including the performance of the non-executive Directors and the Chairman), Board memberships, Committees, and other relevant issues including compliance with the Directors’ Code of Conduct. They also discuss the performance of the Board against its Charter and goals set for the year. A report is provided to the Governance Committee and the Board on the outcome of these meetings. Board Committees – Board Committee performance self-evaluations are conducted annually to review performance against the Committee Charter and goals set for the year. The suitability of the Charter and any areas for improvement are also assessed. The review and stated objectives for the new ﬁ nancial year are submitted to the Governance Committee (and to the Board in the case of the Governance Committee). Questionnaires – On an annual basis, each Director is also asked to complete a questionnaire setting out their views on the roles and responsibilities of the Board, the Chairman and the Directors as well as the effectiveness and performance of the Board, the Chairman, the Board’s Committees and each Committee Chairman. The questionnaires are returned to the Chairman of the Governance Committee who presents the ﬁ ndings to the Governance Committee and the Board. The Board also seeks input from senior management in relation to the clarity of the respective roles of the Board and senior management, the effectiveness of their relationship, the level of information provided to the Board, and potential areas for process improvement. This input is collated by the Chairman of the Governance Committee and reported to the Governance Committee and the Board. Re-election statement – Directors when nominating for re-election may submit a written or oral statement to the Board setting out the reasons why they seek re-election. In the Director’s absence, the Board evaluates this statement and the Director’s performance (having regard to the performance criteria) and resolves whether to endorse the relevant Director’s re-election. Evaluations in accordance with the above processes have been undertaken in respect of the 2006/07 reporting period. BOARD COMMITTEES ANZ’s Board has ﬁ ve principal Board Committees: Audit Committee, Governance Committee, People Committee, Risk Committee and Technology Committee. MEMBERSHIP AND ATTENDANCE Each of the principal Board Committees is comprised solely of independent non-executive Directors, has its own Charter and has the power to initiate any special investigations it deems necessary. Committee membership is reviewed annually. Membership criteria are based on each Director’s skills and experience, as well as his/her ability to add value and commit time to the Committee. The Chairman is an ex-ofﬁ cio member of each principal Board Committee. The Chief Executive Ofﬁ cer is invited to attend Board Committee meetings as appropriate. His presence is not automatic, however, and he does not attend any meeting where his remuneration is considered or discussed, nor does he attend private sessions of Committees where they meet in the absence of management. Non-executive Directors may attend any meeting of any Committee. Each Board Committee may, within the scope of its responsibilities, have unrestricted access to management, employees and information it considers relevant and necessary to carrying out its responsibilities under its Charter. Each Board Committee may require the attendance of any ANZ ofﬁ cer or employee, or request the attendance of any external party, at meetings as appropriate. MEETINGS The principal Board Committees plan their annual agenda following a process approved by the Board. The executives who are appointed to assist the Chairman of each Board Committee as a group, review the calendars of business prepared by each Committee to identify any potential gaps and unnecessary overlaps between the Committees. Any issues arising from this are reported to, and resolved by, the relevant Committee Chairmen. The results of this process are then reported to the Governance Committee to assist the Board in fulﬁ lling its oversight responsibilities in respect of the delegations it has made to the various Board Committees. Committees report at the next Board meeting through the Committee Chairmen. When there is a cross-Committee item, the Committees will communicate with each other through their Chairmen. Throughout the year, Committee Chairmen also conduct agenda planning meetings involving relevant stakeholders to take account of emerging issues. AUDIT COMMITTEE The Audit Committee is responsible for oversight and monitoring of: ANZ’s ﬁ nancial reporting principles and policies, controls and procedures; the work of Internal Audit which reports directly and solely to the Chairman of the Audit Committee (refer to Internal Audit on page 46 for more information); the Audit Committees of subsidiary companies such as ANZ National Bank Limited; and the integrity of ANZ’s ﬁ nancial statements, compliance with regulatory requirements and the independent audit thereof. The Audit Committee is also responsible for: the appointment, evaluation and oversight of the external auditor, including reviewing their independence and ﬁ tness and propriety; compensation of the external auditor; and where appropriate, replacement of the external auditor. Under the Committee Charter, all members of the Audit Committee must be ﬁ nancially literate. ANZ BOARD COMMITTEE MEMBERSHIPS – from 1 October 2006 – 30 September 2007* Audit People Governance Risk Mr D E Meiklejohn C, FE Ms M A Jackson C Ms M A Jackson FE Mr J K Ellis Mr C B Goode (ex-ofﬁ cio) Mr I J Macfarlane (member from 1/3/2007) Mr J P Morschel Mr C B Goode (ex-ofﬁ cio) Mr I J Macfarlane C (member from 1/3/2007, Chairman from 1/7/2007) Dr G J Clark Mr D E Meiklejohn Mr C B Goode (ex-ofﬁ cio) Mr J P Morschel C Mr J K Ellis Mr D E Meiklejohn Mr C B Goode (ex-ofﬁ cio) Technology Dr G J Clark C Mr I J Macfarlane (member from 1/3/2007)) Mr C B Goode (ex-ofﬁ cio) C – Chairman, FE – Financial Expert *Mr I J Macfarlane Appointed Director on 16 February 2007. Member of People, Governance and Technology Committees from 1 March 2007 and Chairman of Governance Committee from 1 July 2007. Chairman of Governance Committee and member of Risk Committee prior to retirement from Board on 30 June 2007. *Mr D M Gonski *For Board Committee memberships as at the date of this report, please see the Directors’ biographies on pages 37 to 39. Corporate Governance 43 Mr Meiklejohn (Chair) and Ms Jackson (member) were determined to be ‘ﬁ nancial experts’ for the 2007 ﬁ nancial year for the purposes of the US Sarbanes-Oxley Act of 2002. Refer to pages 38 and 39 for their qualiﬁ cations. While the Board has determined that Mr Meiklejohn and Ms Jackson have the necessary attributes to be ‘ﬁ nancial experts’ within the meaning of US laws, it is important to note that they have no responsibilities additional to those of other members of the Audit Committee because of this. The Audit Committee meets with the external auditor without management being present. The Chairman of the Audit Committee meets separately and regularly with the Group General Manager, Internal Audit, the external auditor and management. The Group General Manager, Finance has been appointed as the executive responsible for assisting the Chairman of the Committee. Key 2007 ﬁ nancial year highlights included: Reviewing of reporting processes – Following transitioning to Australian Equivalents of International Financial Reporting Standards (AIFRS) in 2006, the Committee has overseen further streamlining of reporting processes to enhance the effectiveness and efﬁ ciency of ANZ’s Finance function. Overseeing the controls over ﬁ nancial reporting – The Committee oversaw the building of compliance with Section 404 of the US Sarbanes-Oxley Act (SOX) into a fully integrated ﬁ nancial governance framework. This framework is leveraging the SOX investment and providing ongoing assurance about the effectiveness of internal controls over ﬁ nancial reporting. Addressing ANZ Internal Audit staff – The Chairman of the Audit Committee addressed ANZ Internal Audit staff as part of the Committee’s ongoing interest in reminding internal audit staff of the importance of internal controls over ﬁ nancial reporting and what the Audit Committee expects from Internal Audit. 44 ANZ Annual Report 2007 GOVERNANCE COMMITTEE The Governance Committee is responsible for: identifying and recommending prospective Board members and succession planning for the position of Chairman (see page 40); reviewing and approving procedures for the oversight and evaluation of the performance of the Board, Board Committees and non-executive Directors (see page 42); ensuring an appropriate Board and Board Committee structure is in place; reviewing and approving the Charters for each Board Committee except its own, which is reviewed and approved by the Board; reviewing the development of and approving corporate governance policies and principles applicable to ANZ; and reviewing and approving management’s proposed corporate responsibility objectives and strategies for ANZ. The Group General Counsel and Company Secretary has been appointed as the executive responsible for assisting the Chairman of the Committee. Key 2007 ﬁ nancial year highlights included: Board Composition – The Committee proposed changes to Board composition. Monitoring changes to domestic and overseas legislation and regulations – The Committee received regular updates on changes to relevant legislation and regulations and considered potential impacts on ANZ’s customers, staff, operations and the community. The Committee oversaw related changes to relevant Codes, Charters, policies and procedures. Review and approval of the Bank’s submission on proposed revisions to the ASX Governance Principles. Performance Evaluation – The Committee approved the Board Renewal and Performance Evaluation Policy and conducted reviews under the Policy. PEOPLE COMMITTEE The People Committee is responsible for reviewing and approving the Group’s compensation programs including any equity-based programs, compensation levels and policy guidelines (details in the Remuneration Report on pages 14 to 35). The Committee also evaluates the performance of and approves the compensation for Board Appointees and makes recommendations to the Board on matters relating to the Chief Executive Ofﬁ cer (details in the Remuneration Report on pages 14 to 35). The Group General Manager, People Capital and Breakout has been appointed as the executive responsible for assisting the Chairman of the Committee. Key 2007 ﬁ nancial year highlights included: Annual review of remuneration for non-executive Directors, the Chief Executive Ofﬁ cer and direct reports to Chief Executive Ofﬁ cer, and review of the reward structure for the senior executive population. Review of succession plans – The Committee conducted reviews of the current succession plans for the Chief Executive Ofﬁ cer, Chief Executive Ofﬁ cer’s direct reports and other business-critical roles. Preparation of the 2006 Remuneration Report. Fit and Proper – The Committee completed Fit and Proper assessments for Board Appointees. Review of remuneration matters associated with the CEO succession. Review of long-term incentive arrangements for senior executives. Review of Global Superannuation arrangements, Health and Safety, and Diversity at ANZ. For more details on the activities of the People Committee, please refer to the Remuneration Report on pages 14 to 35. RISK COMMITTEE The Risk Committee is responsible for overseeing, monitoring and reviewing the Group’s risk management principles and policies, strategies, processes and controls including credit, market, liquidity, balance sheet, operational risk and compliance. It is also authorised to approve credit transactions and other related matters beyond the approval discretion of executive management. The Chief Risk Ofﬁ cer is the executive responsible for assisting the Chairman of the Committee. Key 2007 ﬁ nancial year highlights included: Embedding the Risk Appetite Framework across the Divisions – The Committee put particular focus on strategic and portfolio issues in the past year. Considerable effort was channelled into risk appetite, asset writing strategies, reputational risk, and model risk. Frameworks are being implemented across the businesses. Increased stress testing scenarios – The Committee reviewed a number of stress tests designed to assess how the Group would perform under certain economic downturn scenarios. Scenarios included both Australia and New Zealand and a mild recession and a liquidity crisis. A number of speciﬁ c portfolios were stress tested, including rural and regional Australia for drought impact. Compliance – ANZ has a number of initiatives underway to strengthen its compliance with laws, codes of conduct and related ANZ policies in each of the countries where it operates. The initiatives will enable ANZ to strive to meet the Board deﬁ ned appetite of “zero tolerance” for compliance breaches. A key initiative has been to explicitly recognise compliance as its own unique risk within the organisation through signiﬁ cant investment in capability development across our people, processes and culture. This initiative has for example seen the development and recent implementation of a renewed “Compliance Framework” which provides structure and support for embedding compliance as “everybody’s business” in our organisation. ANZ views effective compliance risk management as fundamental to achieving its strategic aspirations. Basel II accreditation requirements (including new Pillar III market disclosure requirement) – ANZ made signiﬁ cant progress towards Basel II accreditation over the past year, with particular focus on systems development. The Risk Committee requested that close attention continue on the remaining Basel II initiatives. TECHNOLOGY COMMITTEE The Technology Committee assists the Board in the effective discharge of its responsibilities in relation to technology and operations related matters. The Committee is responsible for the oversight and evaluation of new projects in technology above $50 million and security issues relevant to ANZ’s technology processes and systems. It is also responsible for the review and approval of management’s recommendations for long-term technology and operations planning and the overall framework for the management of technology risk. The Group Managing Director, Operations, Technology and Shared Services has been appointed as the executive responsible for assisting the Chairman of the Committee. Key 2007 ﬁ nancial year highlights included: Review of technology systems – The Committee received reports on future technology and associated operations strategy for the Bank. Progress on the Bank’s major projects – The Committee received detailed reports on the implementation of the Bank’s major IT projects. Monitoring evolving technologies – The Committee received reports and demonstrations on a number of technologies that have the potential for changing the nature of the Bank’s operations. Technology performance – The Committee received reports from major Divisions on their technology needs and performance. ADDITIONAL COMMITTEES In addition to the ﬁ ve principal Board Committees, the Board has constituted a Shares Committee and an Executive Committee, each consisting solely of Directors, to assist in carrying out speciﬁ c tasks. The Executive Committee has the full power of the Board and is convened as necessary between regularly scheduled Board meetings to deal with urgent matters. The Shares Committee has the power to administer ANZ’s Employee Share Plan and Employee Share Option Plan. The Board also forms and delegates authority to ad-hoc Committees of the Board as and when needed to carry out speciﬁ c tasks. The number of Board meetings and meetings of Committees during the year the Director was eligible to attend, and the number of meetings attended by each Director were: Board Risk Committee Audit Committee People Committee Governance Committee Technology Committee Executive Committee Shares Committee Committee of the Board G J Clark J K Ellis D M Gonski C B Goode M A Jackson I J Macfarlane J McFarlane D E Meiklejohn J P Morschel A 9 9 7 9 9 5 9 9 9 B 9 8 7 9 7 5 9 9 8 A – 6 4 6 – – – 6 6 B – 6 4 6 – – – 6 6 A – 7 – 7 7 – – 7 – B – 7 – 7 6 – – 7 – A – – – 5 5 4 – – 5 B – – – 5 4 4 – – 5 A 5 – 4 5 – 2 – 5 – B 5 – 4 5 – 2 – 5 – A 4 – – 4 – 2 – – – B 4 – – 4 – 2 – – – A 1 1 – 4 2 1 4 2 1 B 1 1 – 4 2 1 4 2 1 A – – – 1 2 – 1 – – B – – – 1 2 – 1 – – A – 1 – 4 2 – 4 3 – B – 1 – 4 2 – 4 3 – Column A - Indicates the number of meetings the Director was eligible to attend. Column B - Indicates the number of meetings attended. The Chairman is an ex-ofﬁ cio member of the Risk, Audit, People, Governance and Technology Committees. Corporate Governance 45 RISK MANAGEMENT AND COMPLIANCE ANZ has established a comprehensive risk and compliance management framework. The Board is principally responsible for establishing risk tolerance, approving related strategies and policies, monitoring and assessing business management, and overseeing policy compliance and the effectiveness of the risk systems and policies to meet the requirements of applicable regulations and the interests of shareholders, customers and staff. The Risk Committee oversees the Group’s risk management policies and controls, and may approve credit transactions and other related matters beyond the approval discretion of executive management. On a day-to-day basis, the various risks inherent in ANZ’s operations are managed by both Group Risk Management and each business unit. For further information on ANZ’s risk management framework, including a description of the key risk developments, please see pages 44 and 45 and the Corporate Governance section of anz.com. During the year, management has reported to the Risk Committee as to the effectiveness of ANZ’s Risk Management framework and the management of material business risks. AUDIT AND FINANCIAL GOVERNANCE INTERNAL AUDIT Internal Audit provides independent assurance that the design and operation of the risk and control framework across the Group is effective. It operates under a Charter from the Audit Committee that gives it unrestricted access to review all activities of the Group. The Group General Manager, Internal Audit reports to the Chairman of the Audit Committee. The Audit Committee reviews the performance of the Group General Manager, Internal Audit. A risk-based audit approach is used to ensure that the higher risk activities in each business are audited each year. All audits are conducted in a manner that conforms to international auditing standards. Audit results also inﬂ uence incentive compensation of business heads. The Audit Committee receives formal reports on signiﬁ cant issues to ensure that any remedial action is undertaken promptly. A robust process exists to ensure that audit issues are resolved on a timely basis, which includes regular reviews of progress by the Chief Executive Ofﬁ cer and the Chairman of the Audit Committee. Internal Audit plays an active role in ensuring compliance with the requirements of supervisory regulatory authorities. Internal Audit also works collaboratively with the external auditor to ensure a comprehensive audit scope. The Risk Committee receives a quarterly report from Internal Audit. EXTERNAL AUDIT The external auditor’s role is to provide an independent opinion that ANZ’s ﬁ nancial reports are true and fair and comply with applicable regulations. The external auditor performs an independent audit in accordance with Australian Auditing Standards. The Audit Committee oversees ANZ’s Policy on Relationship with the External Auditor. Under the Policy, the Audit Committee is responsible for the appointment (subject to ratiﬁ cation by shareholders), compensation, retention and oversight of the external auditor. The Policy also stipulates that the Audit Committee: pre-approves all audit and non-audit services; regularly reviews the independence of the external auditor; and evaluates the effectiveness of the external auditor. Details of non-audit services, together with the statement from the Board as to their satisfaction with KPMG’s compliance with the related independence requirements of the Corporations Act 2001, are in the Directors’ Report on pages 11 and 12. In addition, ANZ requires a 2 year period before any former partner or employee of the external auditor is appointed as a Director or Senior Executive of ANZ. The lead partner of the external auditor is required to rotate off the ANZ audit after 5 years and cannot return for a further 5 years. Certain other senior audit staff are required to rotate off after a maximum of seven years. Any potential appointments of ex-partners or ex-employees of the external auditor as ANZ ﬁ nance staff, at senior management level or higher, must be pre-approved by the Chairman of the Audit Committee. As disclosed in previous Annual Reports, the US Securities and Exchange Commission (SEC) commenced an inquiry into non- audit services provided by ANZ’s auditor, KPMG. ANZ has provided the information requested by the SEC. This inquiry has not concluded. Should the SEC determine that services provided by KPMG did not comply with the US auditor independence rules, the SEC may seek sanctions, the nature and amount of which are not known. Whilst ANZ cannot predict the outcome of the inquiry, based on information currently available, ANZ does not believe it will have a material adverse effect on the Company. FINANCIAL CONTROLS As previously noted, the Audit Committee of the Board oversees ANZ’s ﬁ nancial reporting policies and controls, the integrity of ANZ’s ﬁ nancial statements, the relationship with the external auditor, the work of Internal Audit, and the Audit Committees of various subsidiary companies. During the year, ANZ deregistered from the US Securities and Exchange Commission (SEC) as a Foreign Private Issuer of securities in the United States. As such, ANZ is no longer required to comply with Section 404 of the Sarbanes-Oxley Act. However, ANZ is committed to ensuring that it maintains its robust ﬁ nancial reporting control system. ANZ has in place a Financial Reporting Governance (FRG) Program which evaluates the design and tests the operation of key ﬁ nancial reporting controls, including Company-level controls, period-end controls, process-level controls, and IT general controls. In addition, Preparers’ Statements in the form of half-yearly certiﬁ cations are completed by Divisional Managing Directors and Divisional Chief Financial Ofﬁ cers. These Statements comprise representations and questions about ﬁ nancial results, disclosures, processes and controls and are aligned with ANZ’s external obligations. 46 ANZ Annual Report 2007 The process is independently evaluated by Internal Audit and tested under the FRG Program. Any issues arising from the evaluation and testing are reported to the Audit Committee. This process assists the Chief Executive Ofﬁ cer and Chief Financial Ofﬁ cer in making the certiﬁ cations to the Board under the Corporations Act and ASX Governance Principles as set out in the Directors’ Report on page 12. ETHICAL AND RESPONSIBLE DECISION-MAKING VALUES The Board encourages management to promote and maintain a culture within ANZ which draws upon a set of unifying values to guide the actions and decisions of the Board and all employees (see the Corporate Responsibility section of our website at anz.com/cr). More than 30,000 ANZ employees have now participated in the Breakout culture development program. The program includes workshops to help staff to apply values-based decision-making, and to balance the competing needs of staff, shareholders, customers and the community in their roles and activities. Details on ANZ’s comprehensive approach can be found in ANZ’s Corporate Responsibility Report and on our website at anz.com/cr. CODES OF CONDUCT To assist Directors and employees in their understanding of the culture and values of the organisation, ANZ has three main codes of conduct which guide everyday business practice and decision-making throughout the Group. These are detailed below. Codes of Conduct for Directors and for Employees – These two Codes set out the ethical standards to which Directors and employees are expected to adhere. They require that Directors and employees adhere to the law, disclose any relevant interests, and act honestly and ethically in all their dealings. The Codes also cover the conﬁ dentiality of information, limits on acceptance of gifts or entertainment and on use of ANZ goods, services and facilities. The Codes of Conduct provide an ethical framework within which ANZ employees can work to build sustainable value for shareholders by taking a responsible approach to business. They acknowledge the importance of ANZ’s shareholders, our own people, our customers, and the communities and environments in which ANZ operates. Adherence to the Directors’ Code of Conduct forms part of a Director’s annual performance evaluation. To ensure that the Employee Code of Conduct is well understood by new and existing staff, ANZ has developed a Code of Conduct training course which covers the practical application of the Code of Conduct and a Code of Conduct Declaration in which staff indicate that they understand the principles of the Code and agree to comply with them. Code of Conduct for Financial Ofﬁ cers – (adopted from the Group of 100 Code of Conduct for CFOs and Senior Financial Ofﬁ cers). The Code requires that chief ﬁ nancial ofﬁ cers and other ﬁ nance staff inﬂ uencing ﬁ nancial reporting adhere to principles of honesty and integrity, respect conﬁ dentiality of information, declare conﬂ icts of interest, maintain transparency in reporting, exercise diligence and good faith, ensure sound internal controls and set a standard for other ﬁ nancial professionals. SECURITIES TRADING POLICY ANZ has a Securities Trading Policy that prohibits trading in ANZ securities or the securities of other companies for all employees, Directors, contractors and consultants engaged by ANZ who are aware of unpublished price-sensitive information. The Policy speciﬁ cally prohibits restricted employees trading in ANZ securities during ‘blackout periods’ leading up to the day following the half-yearly and annual results announcements. Blackout periods also apply for certain nominated employees in respect of the periods leading up to the trading updates which are announced to the market on a six monthly basis. Non-executive Directors are required to seek approval from the Chairman in advance of any trading in ANZ securities. The Chairman of the Board is required to seek approval from the Chairman of the Governance Committee. Senior Executives and other restricted employees are also required to seek approval before trading in ANZ securities. The Policy requires certain prescribed employees to submit a quarterly declaration to Group Compliance to declare that they have not traded in securities (ANZ’s and other companies’ securities) while in possession of unpublished, price-sensitive information. It is a condition of the Policy and of the grant of employee share options (including Performance Rights) and deferred shares that no schemes are entered into by any employee that speciﬁ cally protect the value of such shares, options and Performance Rights before the shares have vested or the options or Performance Rights have entered their exercisable period. Any breach of this prohibition would constitute a breach of the grant conditions and would result in the forfeiture of the relevant shares, options or Performance Rights. WHISTLEBLOWER POLICY The ANZ Whistleblower Policy is a mechanism by which ANZ employees may voice serious concerns or escalate serious matters on a conﬁ dential basis, without fear of reprisal, dismissal or discriminatory treatment. The Policy is aligned to both ANZ’s values and ANZ’s Employee Code of Conduct and is one of a number of policies and procedures within ANZ to support and promote honest and ethical behaviour. The Policy is intended as a last option, when all other internal reporting avenues have been exhausted or are not available. ANZ employees can make complaints under the Policy to designated Whistleblower Protection Ofﬁ cers. If a complaint relates to ﬁ nance or audit-related matters, the Protection Ofﬁ cer will consider whether the matter should be referred to the Audit Committee, or may refer the matter to ANZ’s external auditors. If the report relates to breaches of the law, regulations or ANZ policies, the Protection Ofﬁ cer may refer the matter to the Risk Committee. Corporate Governance 47 Designated Disclosure Ofﬁ cers have responsibility for reviewing proposed disclosures and making decisions in relation to what information can be or should be disclosed to the market. Each ANZ employee is required to inform a Disclosure Ofﬁ cer regarding any potentially price-sensitive information concerning ANZ as soon as they become aware of it. During the course of the year, the Policy was reviewed and revised by the Governance Committee to require Disclosure Ofﬁ cers to regularly meet together as a Continuous Disclosure Committee. Apart from reviewing information to determine whether disclosures are required in order to comply with the requirements of the Listing Rules of the ASX and other overseas exchanges where ANZ securities are listed, as well as the requirements of applicable corporations and securities legislation relating to the disclosure of price-sensitive information, the Committee also overviews the effectiveness of ANZ’s systems and procedures for achieving compliance with applicable regulatory requirements in relation to the disclosure of price-sensitive information. In carrying out its role, the Committee recognises ANZ’s commitment to achieving best practice in terms of disclosure by acting in accordance with the spirit, intention and purposes of the applicable regulatory requirements and by looking beyond form to substance. POLITICAL DONATIONS In the year to 30 September 2007, ANZ donated $150,000 to the Liberal Party and $75,000 to the Australian Labor Party. Prior to the Annual General Meeting, shareholders are given the opportunity to submit any questions they have for the Chairman or Chief Executive Ofﬁ cer to enable key common themes to be considered. The external auditor is present at ANZ Annual General Meetings and available to answer shareholder questions. The auditor can respond on any matter that concerns them in their capacity as auditor, including in relation to the conduct of the audit and the preparation and content of the auditor’s report. The letter of appointment, which has been agreed to and signed by all non-executive Directors, states that Directors are also expected to attend and be available to meet shareholders at the Annual General Meeting each year. Shareholders have the right to vote on various resolutions put to a meeting. If shareholders are unable to attend a meeting they can submit their proxies via post or electronically through anz.com. Where votes are taken on a poll, which is usual ANZ practice, ANZ appoints an independent party to verify the results, which are reported to the ASX and posted on anz.com. CONTINUOUS DISCLOSURE ANZ’s practice is to release all price-sensitive information in a timely manner and as required under the ASX listing rules to all relevant securities exchanges on which ANZ’s securities are listed, and to the market and community generally through ANZ’s media releases, website and other appropriate channels. Through ANZ’s Continuous Disclosure Policy, ANZ demonstrates its commitment to continuous disclosure. The Policy reﬂ ects relevant obligations under applicable securities exchange listing rules and legislation. For disclosure purposes, price-sensitive information is information that a reasonable person would expect to have a material effect on the price or value of ANZ’s securities. COMMITMENT TO SHAREHOLDERS Shareholders are the owners of ANZ, and ANZ’s stated aim is to ‘perform and grow to create value for our shareholders’. The approaches described below are enshrined in ANZ’s Shareholder Charter. A copy of the Shareholder Charter can be found on the Corporate Governance section of anz.com. COMMUNICATION In order to make informed decisions about ANZ, and to communicate views to ANZ, shareholders need an understanding of ANZ’s business operations and performance. ANZ encourages shareholders to take an active interest in ANZ, and seeks to provide shareholders with quality information in a timely fashion generally through ANZ’s reporting of results, ANZ’s Annual Report, brieﬁ ngs, half yearly newsletters and via its dedicated shareholder site on anz.com. ANZ strives for transparency in all its business practices, and recognises the impact of quality disclosure on the trust and conﬁ dence of the shareholder, the wider market and the community. In the recently announced Dow Jones Sustainability Index, ANZ received the highest sector score (100%) in relation to stakeholder engagement. Should shareholders require any information, contact details for ANZ and its Share Registrar are set out in the half- yearly shareholder newsletters and the shareholders section of anz.com. MEETINGS ANZ upholds shareholder rights and provides shareholders with the opportunity to be involved in shareholder meetings. To allow as many shareholders as possible to have an opportunity to attend a meeting, ANZ rotates shareholder meetings around capital cities and makes them available to be viewed online using webcast technology. Further details on meetings and presentations held throughout this ﬁ nancial year are available on anz.com > shareholders > Presentations. 48 ANZ Annual Report 2007 48 ANZ Annual Report 2007 This page has been left blank intentionally. Corporate Governance 49 SHAREHOLDER INFORMATION Ordinary shares At 6 October 2007, the twenty largest holders of ordinary shares held 1,050,323,057 ordinary shares, equal to 56.32% of the total issued ordinary capital. Name Number of shares % Name Number of shares % 1. HKBA NOMINEES LIMITED 2. CHASE MANHATTAN NOMINEES LTD 3. NATIONAL NOMINEES LIMITED 4. CITICORP NOMINEES PTY LIMITED 5. ANZ NOMINEES LIMITED 6. RBC GLOBAL SERVICES AUSTRALIA 7. COGENT NOMINEES PTY LIMITED 8. QUEENSLAND INVESTMENT CORPORATION 9. AMP LIFE LIMITED 10. POTTER WARBURG NOMINEES PTY LIMITED 11. PSS BOARD 266,035,505 205,868,107 197,899,627 95,360,328 90,215,496 47,005,443 40,960,617 20,080,126 18,491,477 11,943,562 10,701,851 14.27 11.04 10.61 5.11 4.84 2.52 2.19 1.08 0.99 0.64 0.57 12. UBS NOMINEES PTY LTD 13. SUNCORP CUSTODIAN SERVICES PTY LIMITED 14. ANZEST PTY LTD (DEFERRED SHARE PLAN A/C) 15. TASMAN ASSET MANAGEMENT LTD 16. AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED 17. ANZEST PTY LTD (ESAP SHARE PLAN A/C) 18. PERPETUAL TRUSTEE COMPANY LTD 19. ARGO INVESTMENTS LIMITED 20. RBC DEXIA INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 6,652,221 6,075,092 5,227,759 4,884,004 4,877,049 4,875,551 4,764,328 4,353,230 4,051,684 0.36 0.33 0.28 0.26 0.26 0.26 0.26 0.23 0.22 1,050,323,057 56.32 Total Distribution of shareholdings At 6 October 2007 Range of shares 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total At 6 October 2007: Number of holders % of holders Number of shares % of shares 187,778 111,885 16,482 10,193 468 57.46 34.24 5.04 3.12 0.14 81,684,399 246,188,964 115,130,610 215,013,871 1,206,759,879 4.38 13.20 6.18 11.53 64.71 326,806 100.00 1,864,777,723 100.00 there were no entries in the register of Substantial Shareholdings; the average size of holdings of ordinary shares was 5,706 (2006: 6,302) shares; and there were 5,322 holdings (2006: 5,023 holdings) of less than a marketable parcel (less than $500 in value or 17 shares based on the market price of $ 30.57), which is less than 1.63% of the total holdings of ordinary shares. Voting rights of ordinary shares The Constitution provides for votes to be cast: i) on show of hands, 1 vote for each shareholder; and ii) on a poll, 1 vote for each fully paid ordinary share. 50 ANZ Annual Report 2007 ANZ Stapled Exchangeable Preferred Securities (ANZ StEPS) At 6 October 2007, the twenty largest holders of ANZ StEPS held 4,353,579 securities, equal to 43.54% of the total issued securities. Name Number of securities % Name Number of securities % 1. ANZ NOMINEES LIMITED 2. NATIONAL NOMINEES LIMITED 3. CHASE MANHATTAN NOMINEES LTD 4. POTTER WARBURG NOMINEES PTY LIMITED 5. CITICORP NOMINEES PTY LIMITED 6. UBS NOMINEES PTY LTD 7. HKBA NOMINEES LIMITED 8. UCA CASH MANAGEMENT FUND LTD 9. RBC GLOBAL SERVICES AUSTRALIA 10. COGENT NOMINEES PTY LIMITED 11. QUESTOR FINANCIAL SERVICES LIMITED (TPS RF A/C) 12. SHARE DIRECT NOMINEES PTY LTD (GLOBAL MARKETS ACCOUNT) 1,067,385 616,752 581,247 492,583 287,503 279,566 248,991 152,500 93,497 73,269 70,900 56,922 10.67 6.17 5.81 4.93 2.88 2.80 2.49 1.52 0.93 0.73 0.71 0.57 Total Distribution of ANZ StEPS holdings At 6 October 2007 Range of securities 1 to 1,000 1,001 to 5,000 5,001 to 10,000 10,001 to 100,000 Over 100,000 Total 13. AUSTRALIAN EXECUTOR TRUSTEES LIMITED 53,618 0.54 (NO 1 ACCOUNT) 14. THE AUSTRALIAN NATIONAL UNIVERSITY 15. RBC DEXIA INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED (GSJBW A/C) 16. ECAPITAL NOMNINEES PTY LIMITED (SETTLEMENT A/C) 17. RBC DEXIA INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED (NMSMT A/C) 18. UBS NOMINEES PTY LTD (TP00014 15 A/C) 19. GORDON MERCHANT NO 2 PTY LTD (MERCHANT FAMILY A/C) 20. ARMADA INVESTMENTS PTY LTD 50,000 40,807 0.50 0.41 40,000 0.40 39,617 0.40 39,422 39,000 0.39 0.39 30,000 0.30 4,353,579 43.54 Number of holders % of holders Number of securities % of securities 11,611 652 55 45 8 93.86 5.27 0.44 0.36 0.07 3,175,541 1,454,239 428,903 1,214,790 3,726,527 31.76 14.54 4.29 12.15 37.26 12,371 100.00 10,000,000 100.00 At 6 October 2007: There were 2 holdings (2006: 3 holdings) of less than a marketable parcel (less than $500 in value or 5 securities based on the market price of $101.03), which is less than 0.02% of the total holdings of StEPS. Voting rights of ANZ StEPS A preference share does not entitle its holder to vote at any general meeting of ANZ except in the following circumstances: a) on a proposal: i) to reduce the share capital of ANZ; ii) that affects rights attached to the preference shares; iii) to wind up ANZ; or iv) for the disposal of the whole of the property, business and undertaking of ANZ; b) on a resolution to approve the terms of a buy-back agreement; c) during the period in which a dividend which has been declared as payable on a dividend payment date has not been paid in full; or d) during the winding-up of ANZ. If a poll is conducted on a resolution on which a holder is entitled to vote, the holder has one vote for each preference share held. Shareholder Information 51 Euro Trust Securities In December 2004, ANZ issued 500,000 Floating Rate Non-cumulative Trust Securities (“Euro Trust Securities”) at an issue price of €1,000 each through ANZ Capital Trust III (formed in the State of Delaware). Each Euro Trust Security is a stapled security comprising a preference share in Australia and New Zealand Banking Group Limited and an unsecured subordinated note issued by ANZ Jackson Funding PLC. The Euro Trust Securities are quoted on the Luxembourg Stock Exchange. The unsecured subordinate notes are listed on the Channel Islands Stock Exchange. Prior to a conversion event, the preference share and subordinated note components of a Euro Trust Security cannot be separately traded. Employee shareholder information At the Annual General Meeting in January 1994, shareholders approved an aggregate limit of 7% of all classes of shares and options, which remain subject to the rules of a relevant incentive plan, being held by employees and directors. At 30 September 2007 participants held 1.81% (2006: 2.25%) of the issued shares and options of ANZ under the following incentive plans: ANZ Employee Share Acquisition Plan; ANZ Employee Share Save Scheme; ANZ Share Option Plan; ANZ Directors’ Share Plan; and ANZ Directors’ Retirement Beneﬁ t Plan. Stock exchange The Australia and New Zealand Banking Group Limited’s ordinary shares are listed on the Australian Securities Exchange and the New Zealand Stock Exchange. The Group’s other stock exchange listings include: Australian Securities Exchange – ANZ Stapled Exchangeable Preferred Securities (ANZ StEPS) [ANZ Holdings (New Zealand) Limited and Australia and New Zealand Banking Group Limited]; senior and subordinated debt [Australia and New Zealand Banking Group Limited]; Channel Islands Stock Exchange – Senior debt [ANZ Jackson Funding 2 Limited, ANZ Jackson Funding 3 Limited] and subordinated debt [ANZ Jackson Funding PLC] London Stock Exchange – Non-cumulative mandatory convertible stapled securities (UK stapled Securities) [Australia and New Zealand Banking Group Limited]; and senior and subordinated debt [Australia and New Zealand Banking Group Limited and ANZ National (Int’l) Limited]; Luxembourg Stock Exchange – Subordinated debt [Australia and New Zealand Banking Group Limited]; and non-cumulative Trust Securities (Euro Trust Securities) [ANZ Capital Trust III]; New Zealand Stock Exchange – Senior and subordinated debt [ANZ National Bank Limited]; and Swiss Stock Exchange – Senior debt [Australia and New Zealand Banking Group Limited]. 52 ANZ Annual Report 2007 New York Stock Exchange Delisting and US Securities and Exchange Commission Deregistration In June 2007, Australia and New Zealand Banking Group Limited announced its intention to withdraw the listing of its American Depositary Receipts (“ADRs”) and the underlying ordinary shares from the New York Stock Exchange (“NYSE”) and deregister from the United States Securities and Exchange Commission (“SEC”). The ADRs were delisted from the NYSE on 12 July 2007 and, upon ﬁ ling a Form 15F with the SEC seeking deregistration, the Company’s reporting obligation to the SEC were immediately suspended on 13 July 2007. With the SEC having raised no objection to the Company’s Form 15F during the prescribed 90 day period from ﬁ ling, the Company’s deregistration from the SEC became effective on 13 October 2007. American Depositary Receipts Following the delisting of its American Depository Receipts (ADRs) from the NYSE, the Company’s ADRs now trade in the over- the-counter (“OTC”) securities market on the Pink Sheets electronic platform operated by Pink Sheets LLC in the United States under the new ticker symbol: ANZBY and the CUSIP number: 05258304. The Bank of New York Mellon Corporation (“BNY Mellon”) is the Depositary for the Company’s ADR program in the United States. Holders of the Company’s ADRs should deal directly with BNY Mellon on all matters relating to their ADR holdings, by telephone on 1-888-269-2377 (for callers within the US), 1-212-815-3700 (for callers outside the US) or by email to shareowners@bankofny.com. ANZ StEPS In September 2003, 10 million ANZ Stapled Exchangeable Preferred Securities (ANZ StEPS) were issued at an issue price of $100.00 each. Each ANZ StEPS is a stapled security comprising a preference share in Australia and New Zealand Banking Group Limited and an unsecured senior note issued by ANZ Holdings (New Zealand) Limited. ANZ StEPS are quoted on the Australian Securities Exchange. Until the occurrence of an assignment date, the preference shares and senior note components of an ANZ StEPS cannot be separately transferred. This page has been left blank intentionally. Shareholder Information 53 STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 30 SEPTEMBER FINANCIAL REPORT INCOME STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER Consolidated The Company Note 2007 $m 2006 $m 2007 $m 2006 $m Total income Interest income Interest expense Net interest income Other operating income Share of joint venture proﬁ t from ING Australia and ING New Zealand Share of associates’ proﬁ t Operating income Operating expenses 3 3 4 3 3 3 4 30,293 25,510 21,588 17,914 26,210 (18,908) 22,301 (15,358) 17,809 (13,148) 14,618 (10,341) 7,302 6,943 4,661 4,277 3,824 172 87 3,015 138 56 11,385 (4,953) 10,152 (4,531) 3,779 – – 8,440 (3,623) 4,817 (388) 3,296 – – 7,573 (3,250) 4,323 (278) Proﬁ t before credit impairment and income tax Provision for credit impairment 16 6,432 (567) 5,621 (407) Proﬁ t before income tax Income tax expense Proﬁ t for the year Comprising: Proﬁ t attributable to minority interests Proﬁ t attributable to shareholders of the Company1 Earnings per ordinary share (cents) Basic Diluted Dividend per ordinary share (cents) 5,865 5,214 4,429 4,045 6 (1,678) (1,522) (878) (871) 4,187 3,692 3,551 3,174 7 4,180 4 3,688 – 3,551 – 3,174 8 8 7 224.1 218.3 136 200.0 194.0 125 n/a n/a 136 n/a n/a 125 The notes appearing on pages 58 to 155 form an integral part of these financial statements. 1 The results of 2007 include the following items: ■ Gain on sale of Fleet Partners Pty Limited and Truck Leasing Limited, including previously unrecognised capital losses on the buyback of TrUEPrs being applied against the gain following Australian Tax Office clearance ($195 million profit after tax, tax expense nil), Company (nil) ■ Restatement of deferred tax assets following the announced change in New Zealand company tax rate which takes effect from 1 October 2008 ($24 million loss after tax), Company (nil) The results of 2006 include the following items: ■ Settlement of ANZ National Bank warranty claims ($14 million profit after tax), Company (nil) ■ Settlement of NHB insurance claim ($79 million profit after tax), Group and Company 54 ANZ Annual Report 2007 CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER BALANCE SHEETS AS AT 30 SEPTEMBER Assets Liquid assets Due from other ﬁ nancial institutions Trading securities1 Derivative ﬁ nancial instruments Available-for-sale assets Net loans and advances Customers’ liability for acceptances Due from controlled entities Regulatory deposits Shares in controlled entities Shares in associates and joint venture entities Deferred tax assets Goodwill and other intangible assets2 Other assets Premises and equipment Total assets Liabilities Due to other ﬁ nancial institutions Deposits and other borrowings Derivative ﬁ nancial instruments Liability for acceptances Due to controlled entities Current tax liabilities Deferred tax liabilities Payables and other liabilities Provisions Bonds and notes Loan capital Total liabilities Net assets Shareholders’ equity Ordinary share capital Preference share capital Reserves Retained earnings Share capital and reserves attributable to shareholders of the Company Minority interests Total equity Commitments (note 44) Contingent liabilities, contingent assets and credit related commitments (note 45) The notes appearing on pages 58 to 155 form an integral part of these financial statements. 1 Includes bills held in portfolio $2,305 million (September 2006: $1,569 million). 2 Excludes notional goodwill in equity accounted entities. Note Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 9 10 11 12 13 14 17 18 18 19 20 21 22 23 24 12 25 25 26 27 28 29 30 30 31 31 32 16,987 8,040 15,167 22,237 14,006 288,846 14,536 – 235 – 3,430 113 3,677 3,846 1,493 15,019 9,665 9,179 9,164 10,653 255,922 13,435 – 205 – 2,200 253 3,337 4,499 1,109 10,618 6,134 13,359 21,403 11,383 198,610 14,523 15,481 148 8,405 582 87 511 2,136 739 10,427 6,253 7,508 8,787 8,657 172,287 13,425 9,418 132 11,424 307 135 419 2,558 527 392,613 334,640 304,119 252,264 17,986 234,873 24,180 14,536 – 468 135 10,507 1,021 54,075 12,784 14,118 204,794 8,753 13,435 – 569 253 10,679 957 50,050 11,126 14,110 161,195 25,001 14,523 5,371 587 103 8,387 710 43,157 11,886 11,652 128,321 8,442 13,425 12,556 701 267 8,823 688 39,839 10,251 370,565 314,734 285,030 234,965 22,048 19,906 19,089 17,299 8,946 871 (889) 13,082 22,010 38 8,271 871 (354) 11,084 19,872 34 8,946 871 (164) 9,436 8,271 871 (16) 8,173 19,089 – 17,299 – 22,048 19,906 19,089 17,299 Financial Report 55 STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR THE YEAR ENDED 30 SEPTEMBER Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m Items recognised directly in equity1 Currency translation adjustments Exchange differences on translation of foreign operations taken to equity (563) (203) (291) 97 15 (7) 36 (7) (54) 80 109 (14) 74 (7) 77 20 (8) 121 (56) (55) (324) (181) 100 (4) 40 – 75 (80) 4,187 3,692 3,551 3,174 3,863 3,511 3,471 3,254 7 4 – – 3,856 3,507 3,471 3,254 Available-for-sale assets Valuation gain taken to equity Cumulative (gain) transferred to the income statement on sale Cash ﬂ ow hedges Valuation gain taken to equity Transferred to income statement for the year Actuarial (loss)/gain on deﬁ ned beneﬁ t plans Net (loss)/income recognised directly in equity Proﬁ t for the year Total recognised income and expense for the year Total recognised income and expense for the year attributable to minority interests Total recognised income and expense for the year attributable to shareholders of the Company The notes appearing on pages 58 to 155 form an integral part of these financial statements. 1 These items are disclosed net of tax (refer note 6). 56 ANZ Annual Report 2007 CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER Cash ﬂ ows from operating activities Interest received Dividends received Fee income received Other income received Interest paid Personnel expenses paid Premises expenses paid Other operating expenses paid Recovery from NHB litigation Income taxes paid Australia Overseas Goods and services tax paid (Increase)/decrease in operating assets Liquid assets – greater than three months Due from other ﬁ nancial institutions – more than 90 days Trading securities Regulatory deposits Loans and advances Net intra-group loans and advances Increase/(decrease) in operating liabilities Deposits and other borrowings Due to other ﬁ nancial institutions Payables and other liabilities Net cash (used in)/provided by operating activities Cash ﬂ ows from investing activities Net (increase)/decrease Available-for-sale assets Purchases Proceeds from sale or maturity Controlled entities and associates Purchased (net of cash acquired) Proceeds from sale (net of cash disposed) Premises and equipment Purchases Proceeds from sale Other Net cash (used in)/provided by investing activities Cash ﬂ ows from ﬁ nancing activities Net increase/(decrease) Bonds and notes Issue proceeds Redemptions Loan capital Issue proceeds Redemptions Dividends paid Share capital issues Share capital buyback Net cash provided by/(used in) ﬁ nancing activities Net cash (used in)/provided by operating activities Net cash (used in)/provided by investing activities Net cash provided by/(used in) ﬁ nancing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Foreign currency translation on opening balances Cash and cash equivalents at end of year The notes appearing on pages 58 to 155 form an integral part of these financial statements. Note Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 27,024 99 2,327 943 (18,540) (2,980) (417) (2,423) – (1,381) (500) (11) (1,641) (410) (7,325) (54) (36,947) – 33,964 4,326 (91) (4,037) 23,014 53 2,082 1,057 (14,676) (2,737) (379) (2,416) 114 (788) (437) (18) (1,300) 1,318 (1,681) (42) (26,848) – 16,129 1,859 541 (5,155) 17,788 1,134 1,616 833 (12,923) (2,105) (284) (1,098) – (1,384) (58) (1) (1,865) (195) (6,894) (31) (27,586) (10,305) 34,585 3,050 (11) (5,734) 14,623 1,151 1,434 1,273 (9,311) (1,887) (262) (1,154) 114 (793) (46) – (441) 177 (182) (17) (18,732) 66 14,736 2,462 1,221 4,432 (13,215) 9,701 (15,480) 16,239 (10,652) 7,770 (16,880) 13,695 (1,450) 444 (411) 79 1,588 (3,264) (289) 14 (250) 19 1,697 1,950 (549) 67 (356) 7 1,034 (2,679) (230) 10 (161) 12 (239) (3,793) 16,443 (8,140) 17,506 (8,949) 15,149 (7,499) 14,316 (8,873) 3,013 (980) (1,958) 132 – 8,510 (4,037) (3,264) 8,510 1,209 20,344 (2,479) 19,074 1,248 (656) (1,930) 147 (146) 7,220 (5,155) 1,950 7,220 4,015 13,702 2,627 20,344 2,691 (500) (1,921) 132 – 8,052 (5,734) (2,679) 8,052 (361) 13,570 (1,169) 12,040 1,188 (626) (1,903) 147 (146) 4,103 4,432 (3,793) 4,103 4,742 7,899 929 13,570 39(a) 39(b) Financial Report 57 NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies i) Basis of preparation These consolidated ﬁ nancial statements comprise a general purpose ﬁ nancial report and: comply with the accounts provisions of the Banking Act 1959 have been prepared in accordance with the Australian Accounting Standards (AAS), other authoritive pronouncements of the Australian Accounting Standards Board (AASB), AASB and Urgent Issues Group Interpretations and the Corporations Act 2001 are presented in Australian dollars have been prepared in accordance with the historical cost convention except that the following assets and liabilities are stated at their fair value: derivative ﬁ nancial instruments, including the fair value of any applicable underlying exposure; assets treated as available- for-sale; ﬁ nancial instruments held for trading; term funding instruments including speciﬁ c loan capital and bonds and notes; assets and liabilities designated at fair value through the proﬁ t and loss; and deﬁ ned beneﬁ t plan assets and liabilities. The preparation of the ﬁ nancial report requires the use of management judgement, estimates and assumptions that affect reported amounts and the application of policies. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable. Actual results may differ from these estimates. Discussion of these critical accounting treatments, which include complex or subjective decisions or assessments, are covered in note 2. Such estimates may require review in future periods. The Parent entity is an entity of the kind referred to in Australian Securities and Investments Commission class order 98/100. Consequently, amounts in the ﬁ nancial report have been rounded to the nearest million dollars except where otherwise indicated. The ﬁ nancial report was authorised for issue by the directors on 7 November 2007. International Financial Reporting Standards (IFRS) form the basis of Australian Accounting Standards issued by the AASB, being AAS. The Group’s application of AAS ensures that the Group’s consolidated ﬁ nancial statements comply with IFRS. However the Company’s ﬁ nancial statements do not comply with IFRS. 58 ANZ Annual Report 2007 The accounting policies have been consistently applied by all consolidated entities and to all periods presented in the consolidated ﬁ nancial report, except as described in xxvi) below. The following standards and amendments were available for early adoption but have not been applied by the Group in these ﬁ nancial statements: AASB 7: ‘Financial Instruments: Disclosure’. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007. AASB 2005-10: ‘Amendments to Australian Accounting Standards’ (September 2005) makes consequential amendments to AASB 132: ‘Financial Instruments: Presentation and Disclosure’, AASB 101: ‘Presentation of Financial Statements’, AASB 114: ‘Segment Reporting’, AASB 117: ‘Leases’, AASB 133: ‘Earnings per Share’, AASB 139: ‘Financial Instruments: Recognition and Measurement’, AASB 1, AASB 4, AASB 1023: ‘General Insurance Contracts’ and AASB 1038: ‘Life Insurance Contracts’ arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007. AASB 7 requires the disclosure of the signiﬁ cance of ﬁ nancial instruments on an entity’s ﬁ nancial position and performance and of qualitative and quantitative information about exposure to risks arising from ﬁ nancial instruments. AASB 2005-10 amendments arise from the release of AASB 7 and are only applicable when an entity adopts AASB 7. The Group has not early adopted AASB 7; however, certain disclosures have been enhanced in preparation for the transition to AASB 7. The initial application of AASB 7 and AASB 2005-10 is not expected to have an impact on the ﬁ nancial results of the Company or the Group as these standards are only concerned with disclosures. AASB 8: ‘Operating Segments’ replaces the presentation requirements of segment reporting in AASB 114: ‘Segment Reporting’. AASB 8 is applicable for annual reporting periods beginning on or after 1 January 2009. AASB 2007-3: ‘Amendments to Australian Accounting Standards’ makes consequential amendments to AASB 5: ‘Non-current Assets Held for Sale and Discontinued Operations’, AASB 107: ‘Cash Flow Statements’, AASB 119: ‘Employee Beneﬁ ts’, AASB 127: ‘Consolidated and Separate Financial Statements’, AASB 134: ‘Interim Financial Reporting’, AASB 136: ‘Impairment Assets’, AASB 1023: ‘General Insurance Contracts’ and AASB 1038: ‘Life Insurance Contracts’ arising from the release of AASB 8: ‘Operating Segments’. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009. The application of AASB 8 and AASB 2007-3 is not expected to have an impact on the ﬁ nancial results of the Company or the Group as these standards are only concerned with disclosures. AASB Interpretation 10: ‘Interim Financial Reporting and Impairment’ does not allow an entity to reverse impairment losses recognised in a previous interim period in respect of goodwill, an equity instrument or a ﬁ nancial asset carried at cost. AASB Interpretation 10 is applicable for annual reporting periods beginning on or after 1 November 2006. The application of this interpretation is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the Company or Group has not recognised an impairment loss that would be revised under the amended guidance. AASB Interpretation 11: ‘AASB 2 Share- based Payment – Group and Treasury Share Transactions’ addresses the classiﬁ cation of share-based payment transactions (as equity or cash settled) when a parent or another group entity transfers the shares. AASB Interpretation 11 is applicable for annual reporting periods beginning on or after 1 March 2007. AASB 2007-1: ‘Amendments to Australian Accounting Standards’ amends AASB 2: ‘Share-based Payments’ to insert the transitional provisions of IFRS 2, previously contained in AASB 1: ‘First-time Adoption of Australian Equivalents to International Financial Reporting Standards’, arising from AASB Interpretation 11: ‘AASB 2 Share-based Payments – Group and Treasury Share Transactions’. AASB 2007-1 is applicable for ﬁ nancial reporting periods beginning on or after 1 March 2007. The application of AASB Interpretation 11 and AASB 2007-1 is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the current Group policy reﬂ ects the amended guidance. NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) AASB 2007-4: ‘Amendments to Australian Accounting Standards arising from ED 151: ‘Australian Additions to, and Deletions from, IFRS’ was approved by the AASB in May 2007. AASB 2007-4 brings Australian equivalents to International Financial Reporting Standards (AIFRS) closer to their IFRS equivalents, making consequential amendments to 34 different standards in all. New accounting policy options are introduced and a large number (but not all) of the Australian- speciﬁ c disclosures and requirements have been eliminated. AASB 2007-4 is applicable for annual reporting periods beginning on or after 1 July 2007. AASB 2007-7: ‘Amendments to Australian Accounting Standards’ makes minor consequential editorial amendments to various accounting standards as a result of the release of the AASB 2007-4. AASB 2007-7 is also applicable for annual reporting periods beginning on or after 1 July 2007. The application of AASB 2007-4 and AASB 2007-7 is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the amendments only deal with disclosure or introduce accounting options that are unlikely to be used by ANZ. In June 2007 the AASB issued a revised version of AASB 123: ‘Borrowing Costs’ which requires the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. All other borrowing costs are immediately recognised as expense. The standard is applicable to annual reporting periods beginning on or after 1 January 2009. AASB 2007-6: ‘Amendments to Australian Accounting Standards arising from AASB 123’ makes consequential amendments to AASB 1: ‘First-time adoption of Australian Equivalents to International Financial Reporting Standards’, AASB 101: ‘Presentation of Financial Statements’, AASB 107: ‘Cash Flow Statements’, AASB 111: ‘Construction Contracts’, AASB 116: ‘Property, Plant and Equipment’, AASB 138: ‘Intangible Assets’ as a result of the revision to AASB 123 ‘Borrowing Costs’. These amendments are applicable to annual reporting periods beginning on or after 1 January 2009. The impact of applying the revised AASB 123 and AASB 2007-6 is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the qualifying assets to which borrowing costs would be applied already capitalise borrowing costs. In October 2006, the AASB revised AASB 101: ‘Presentation of Financial Statements’ which removed some of the additional Australian disclosure requirements previously existing in the standard. The revised AASB 101 is applicable to annual reporting periods beginning on or after 1 January 2007. The application of this revised standard is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the amendments only relate to disclosure. AASB Interpretation 13: ‘Customer Loyalty Programmes’ requires customer loyalty award credits to be accounted for as a separately identiﬁ able component of a sales transaction. Interpretation 13 is applicable to ﬁ nancial reporting periods beginning on or after 1 July 2008. The application of AASB Interpretation 13 is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as only a small element of the revenue generated by the Group’s customer loyalty programmes is impacted by the interpretation. AASB Interpretation 14: ‘The Limit on a Deﬁ ned Beneﬁ t Asset, Minimum Funding Requirements and their Interaction’ clariﬁ es the amount of surplus that can be recognised by an entity sponsoring a deﬁ ned beneﬁ t plan where minimum funding requirements exist. AASB Interpretation 14 is applicable for annual reporting periods beginning on or after 1 January 2008. The application of AASB Interpretation 14 is not expected to have a material impact on the ﬁ nancial results of the Company or the Group as the deﬁ ned beneﬁ t asset currently recognised by the Group is relatively immaterial. The Group does not intend to apply any of the above pronouncements until their operative date. ii) Consolidation The ﬁ nancial statements consolidate the ﬁ nancial statements of Australia and New Zealand Banking Group Limited (the Company) and all of its controlled entities where it is determined that there is a capacity to control. Where controlled entities have been sold or acquired during the year, their operating results have been included to the date of disposal or from the date of acquisition. Control means the power to govern directly or indirectly the ﬁ nancial and operating policies of an entity so as to obtain beneﬁ ts from its activities. Control is usually present when an entity has: power over more than one-half of the voting rights of the other entity; power to govern the ﬁ nancial and operating policies of the other entity; power to appoint or remove the majority of the members of the board of directors or equivalent governing body; or power to cast the majority of votes at meetings of the board of directors or equivalent governing body of the entity. In addition, potential voting rights that are presently exercisable or convertible are taken into account. However, all the facts of a particular situation are considered when determining whether control exists. In relation to special purpose entities, such control is also deemed to exist even where an entity owns less than a majority of the shareholder or Board voting power of such companies, provided that the following factors exist: the majority of the beneﬁ ts from their activities accrue to the entity; and the entity has the majority of the residual risks and rewards of the special purpose entity. Further detail on special purpose entities is provided in note 2(i). The Group adopts the equity method of accounting for associates and the Group’s interest in joint venture entities. The Group’s share of results of associates and joint venture entities is included in the consolidated income statement. Shares in associates and joint venture entities are stated in the consolidated balance sheet at cost plus the Group’s share of post acquisition net assets. Interests in associates and joint ventures are reviewed annually for impairment primarily using a discounted cash ﬂ ow methodology. In the course of completing this impairment review other methodologies are considered to determine the reasonableness of the valuation, including the multiples of earnings methodology. In the Company’s ﬁ nancial statements, investments in associates and joint venture entities are carried at cost. All signiﬁ cant activities of the Group, with the exception of the ING Australia Joint Venture and the investment in AMMB Holdings Berhad are operated through wholly owned controlled entities. Derecognition The Group enters into transactions where it transfers ﬁ nancial assets recognised on its balance sheet but retains either all risks and rewards of the transferred assets or a portion Financial Report 59 NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) of them. If all or substantially all risks and rewards are retained, the transferred assets are not derecognised from the balance sheet. The main types of ﬁ nancial assets that do not qualify for derecognition are debt securities held by counterparties as collateral under repurchase agreements, equity securities lent under securities lending agreements and securitised assets. In transactions where substantially all the risks and rewards of ownership of a ﬁ nancial asset are neither retained nor transferred, the Group derecognises the asset if control over the asset is lost. The rights and obligations retained in the transfer are recognised separately as assets and liabilities as appropriate. In transfers where control over the asset is retained, the Group continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. iii) Foreign currency Functional and presentation currency Items included in the ﬁ nancial 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 ﬁ nancial statements are presented in Australian dollars, which is the Company’s functional and presentation currency. Translation differences on non-monetary items, such as derivatives measured at fair value through proﬁ t or loss, are reported as part of the fair value gain or loss on these items. Translation differences on non-monetary items measured at fair value through equity, such as equities classiﬁ ed as available-for-sale ﬁ nancial assets, are included in the available-for-sale reserve in equity. Translation differences on monetary items are recognised in proﬁ t or loss in the period in which they arise. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from (i) the settlement of such transactions, and (ii) the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash ﬂ ow hedges and qualifying net investment hedges. 60 ANZ Annual Report 2007 Foreign operations The results and ﬁ nancial position of all Group entities (none of which has the currency of a hyperinﬂ ationary economy), that have a functional currency different from the Group’s presentation currency, are translated into the Group’s presentation currency as follows: (i) assets and liabilities of each foreign operation are translated at the rates of exchange ruling at balance date; (ii) revenue and expenses of each foreign operation are translated at the average exchange rate for the period, unless this average is not a reasonable approximation of the rate prevailing on transaction date, in which case revenue and expenses are translated at the exchange rate ruling at transaction date; and (iii) all resulting exchange differences are recognised in the foreign currency translation reserve. On consolidation, exchange differences arising from borrowings and other currency instruments designated as hedges of net investment in foreign operations, are taken to the foreign currency translation reserve. When a foreign operation is disposed, such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the rate ruling at balance date. iv) Interest income and interest expense Interest income and interest expense are recognised in the income statement as they accrue, using the effective interest method. The effective interest method calculates the amortised cost of a ﬁ nancial asset or ﬁ nancial liability and allocates the interest income or interest expense, including fees and directly related transaction costs that are an integral part of the effective interest rate, over the expected life of the ﬁ nancial instrument. Income and expense on the ﬁ nancial instruments are recognised on an effective yield basis in proportion to the amount outstanding over the period to maturity or repayment. Loan commitment fees, together with related direct costs, are deferred and recognised as an adjustment to the effective interest rate on the loan once drawn or immediately to the income statement for expired commitments. v) Fee and commission income Fees and commissions that are integral to the effective interest rate of a ﬁ nancial asset or liability are included in the determination of the effective interest rate. Fees and commissions that relate to the execution of a signiﬁ cant act (for example, advisory or arrangement services, placement fees and underwriting fees) are recognised when the signiﬁ cant act has been completed. Fees charged for providing ongoing services (for example, maintaining and administering existing facilities) are recognised as income over the period the service is provided. vi) Offsetting of income and expenses Income and expenses are not offset unless required or permitted by an accounting standard. At the Group level, this generally arises in the following circumstances: where transaction costs form an integral part of the effective interest rate of a ﬁ nancial instrument which is measured at amortised cost, these are offset against the interest income generated by the ﬁ nancial instrument; where gains and losses relating to fair value hedges are assessed as being effective; where gains and losses arise from a group of similar transactions such as foreign exchange gains and losses; where amounts are collected on behalf of third parties, where the Group is acting as an agent only; or where costs are incurred on behalf of customers from whom the Group is reimbursed. vii) Trading securities and ﬁ nancial assets at fair value through proﬁ t or loss Trading securities are ﬁ nancial instruments acquired principally for the purpose of selling in the short-term or which are a part of a portfolio which is managed for short- term proﬁ t-taking are initially recognised and subsequently measured in the balance sheet at their fair value. Additionally, this valuation basis is used as an alternative to hedge accounting for certain ﬁ nancial instruments where speciﬁ c conditions are met. Derivatives that are neither ﬁ nancial guarantee contracts nor effective hedging instruments are carried at fair value through proﬁ t and loss. In addition, certain ﬁ nancial assets and liabilities are designated and measured at fair value through proﬁ t or loss where any of the following applies: NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) doing so eliminates or signiﬁ cantly reduces a measurement or recognition inconsistency that would otherwise arise from measuring assets and liabilities, or recognising the gains or losses thereon, on different bases; a group of ﬁ nancial assets or ﬁ nancial liabilities or both is managed and its performance evaluated on a fair value basis; or the ﬁ nancial instrument contains an embedded derivative, unless the embedded derivative does not signiﬁ cantly modify the cash ﬂ ows or it is clear, with little or no analysis, that it would not be separately recorded. Changes in the fair value (gains or losses) of these ﬁ nancial instruments are recognised in the income statement in the period in which they occur. Purchases and sales of trading securities are recognised on trade date. viii) Derivative ﬁ nancial instruments Derivative ﬁ nancial instruments are contracts whose value is derived from one or more underlying price, index or other variable. They include swaps, forward rate agreements, futures, options and combinations of these instruments. Derivative ﬁ nancial instruments are entered into for trading purposes (including customer-related reasons), or for hedging purposes (where the derivative instruments are used to hedge the Group’s exposures to interest rate risk, currency risk, price risk, credit risk and other exposures relating to non-trading positions). Derivative ﬁ nancial instruments are recognised initially on trade date at fair value with gains or losses from subsequent measurement at fair value being recognised in the income statement. Where the derivative is designated effective as a hedging instrument, the timing of the recognition of any resultant gain or loss in the income statement is dependent on the hedging designation. These hedging designations and associated accounting are as follows: Fair value hedge Where the Group hedges the fair value of a recognised asset or liability or ﬁ rm commitment, changes in the fair value of the derivative designated as a fair value hedge are recognised in the income statement. Changes in the fair value of the hedged item attributable to the hedged risk are reﬂ ected in adjustments to the carrying value of the hedged item, which are also recognised in the income statement. Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, exercised or no longer qualiﬁ es for hedge accounting. The resulting adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to the income statement over the period to maturity. If the hedged item is derecognised from the Group’s balance sheet, the unamortised fair value adjustment is recognised immediately in the income statement. Cash ﬂ ow hedge The Group designates derivatives as cash ﬂ ow hedges where the instrument hedges the variability in cash ﬂ ows of a recognised asset or liability, a foreign exchange component of a ﬁ rm commitment or a highly probable forecast transaction. The effective portion of changes in the fair value of derivatives qualifying and designated as cash ﬂ ow hedges is deferred to the hedging reserve, which forms part of shareholders’ equity. Any ineffective portion is recognised immediately in the income statement. Amounts deferred in equity are recognised in the income statement in the period during which the hedged forecast transactions take place. When the hedge expires, is sold, terminated, exercised, or no longer qualiﬁ es for hedge accounting, the cumulative amount deferred in equity remains in the hedging reserve, and is subsequently transferred to the income statement when the hedged item is recognised in the income statement. When a forecast hedged transaction is no longer expected to occur, the amount deferred in equity is recognised immediately in the income statement. Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash ﬂ ow hedges. The gain or loss from remeasuring the fair value of the hedging instrument relating to the effective portion of the hedge is deferred in equity and the ineffective portion is recognised immediately in the income statement. Derivatives that do not qualify for hedge accounting All gains and losses from changes in the fair value of derivatives that are not designated in a hedging relationship but are entered into to manage the interest rate and foreign exchange risk of funding instruments are recognised in the income statement. Under certain circumstances, the component of the fair value change in the derivative which relates to current period realised and unrealised interest is included in net interest income. The remainder of the fair value movement is included in other income. Embedded derivatives Derivatives embedded in ﬁ nancial instruments or other host contracts are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contracts, and the host contracts are not measured at fair value through proﬁ t and loss. The embedded derivative is measured at fair value with changes in fair value immediately recognised in the income statement. Cash ﬂ ow treatment Movements in the derivative ﬁ nancial position are recorded in the cash ﬂ ow statement when they are settled. Set-off arrangements Fair value gains/losses arising from trading derivatives are not offset against fair value gains/losses on the balance sheet unless a legal right of set-off exists and there is an intention to settle net. For contracts subject to master netting agreements that create a legal right of set-off for which only the net revaluation amount is recognised in the income statement, net unrealised gains on derivatives are recognised as part of other assets and net unrealised losses are recognised as part of other liabilities. Financial Report 61 NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) ix) Available-for-sale assets Available-for-sale assets comprise non- derivative ﬁ nancial assets which the Group designates as available-for-sale but which are not deemed to be held principally for trading purposes, and include equity investments, certain loans and advances, and ﬁ xed term securities. They are initially recognised at fair value plus transaction costs. Subsequent gains or losses arising from changes in fair value are included as a separate component of equity in the ‘Available-for-sale revaluation reserve’. When the asset is sold the cumulative gain or loss relating to the asset is transferred to the income statement. Where there is objective evidence of impairment on an available-for-sale asset, the cumulative loss related to that asset is removed from equity and recognised in the income statement. If, in a subsequent period, the amount of an impairment loss relating to an available-for-sale debt instrument decreases and the decrease can be linked objectively to an event occurring after the impairment event, the loss is reversed through the income statement. Premiums and discounts are included within the calculation of the fair value of the security. Interest income is accrued on an effective yield basis and dividend income is recognised when the right to receive payment is established. Purchases and sales of available-for-sale ﬁ nancial assets are recognised on trade date as with all regular way assets, being the date on which the Group commits to purchase or sell the asset. x) Net loans and advances Net loans and advances are non-derivative ﬁ nancial assets with ﬁ xed or determinable payments that are not quoted in an active market. They arise when the Group provides money to a debtor with no intention of trading the loans and advances. The loans and advances are initially recognised at fair value plus transaction costs that are directly attributable to the issue of the loan or advance. They are subsequently measured at amortised cost using the effective interest method (refer note 1(iv)). They are derecognised when the rights to receive cash ﬂ ows have expired or the Group has transferred substantially all the risks and rewards of ownership. All loans are subject to scrutiny and graded according to the level of credit risk. Net loans and advances includes direct ﬁ nance provided to customers such as bank overdrafts, credit cards, term loans, ﬁ nance lease receivables and commercial bills. Overdrafts, credit cards, ﬁ nance lease receivables, term loans and commercial bills are carried at amortised cost. Customer ﬁ nancing through redeemable preference shares is included within net loans and advances. Dividends received on redeemable preference shares are taken to the income statement as part of interest income. xi) Impairment of loans and advances Loans and advances are reviewed at least at each reporting date for impairment. Credit impairment provisions are raised for exposures, including off-balance sheet items such as commitments and guarantees, that are known to be impaired. Exposures are impaired and impairment losses are recorded if, and only if, there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the loan and prior to the reporting date, and that loss event, or events, has had an impact on the estimated future cash ﬂ ows of the individual loan or the collective portfolio of loans that can be reliably estimated. Impairment is assessed for assets that are individually signiﬁ cant (or on a portfolio basis for small value loans), and then on a collective basis for those exposures not individually known to be impaired. Exposures that are assessed collectively are placed in pools of similar assets with similar risk characteristics. The required provision is estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the collective pool. The historical loss experience is adjusted based on current observable data. The estimated impairment losses are measured as the difference between the assets’ carrying amount and the estimated future cash ﬂ ows discounted to their present value. As this discount unwinds during the period between recognition of impairment and recovery of the cash ﬂ ow, it is recognised in interest income. The process of estimating the amount and timing of cash ﬂ ows involves considerable management judgment. These judgments are reviewed regularly to reduce any differences between loss estimates and actual loss experience. 62 ANZ Annual Report 2007 The provision for impairment loss (individual and collective) is deducted from loans and advances in the balance sheet and the movement for the reporting period is reﬂ ected in the income statement. When a loan is uncollectible, it is written- off against the related provision for loan impairment. Subsequent recoveries of amounts previously written-off are indirectly credited back to the income statement. Where impairment losses recognised in previous periods have subsequently decreased or no longer exist, such impairment losses are indirectly reversed in the income statement. A provision is also raised for off-balance sheet items such as commitments and guarantees that are considered to be onerous. xii) Leasing Leases as lessee Leases entered into by the Group as lessee are predominantly operating leases, and the operating lease payments are recognised as an expense on a straight-line basis over the lease term. Leases as lessor Contracts to lease assets, and hire purchase agreements are classiﬁ ed as ﬁ nance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer or an unrelated third party. All other lease contracts are classiﬁ ed as operating leases. xiii) Acceptances Commercial bills accepted but not held in portfolio are accounted for as a liability with a corresponding contra asset. The liability is disclosed as liability for acceptances, and the asset is disclosed as Customer’s liability for acceptances The Group’s own acceptances discounted are held as part of the trading securities portfolio. NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) xiv) Goodwill and other intangible assets Goodwill Goodwill, representing the excess of the purchase consideration over the fair value of the identiﬁ able net assets of a controlled entity at the date of gaining control, is recognised as an asset and not amortised, but assessed for impairment annually and whenever there is an indication that the goodwill may be impaired. This involves, where required, using the discounted cash ﬂ ow (DCF) or the capitalisation of earnings methodology (CEM) to determine the expected future beneﬁ ts of the cash- generating units. Where the assessment results in the goodwill balance exceeding the value of expected future beneﬁ ts, the difference is charged to the income statement. Any impairment of goodwill is not subsequently reversed. Other intangible assets Other intangible assets include costs incurred in acquiring and building software and computer systems (“software”). Software is amortised using the straight- line method over its expected useful life to the Group. The period of amortisation is between 3 and 5 years, except for certain core infrastructure projects where the useful life has been determined to be 7 years. At each reporting date, software assets are reviewed for impairment. If any such indication exists, the recoverable amount of the assets are estimated and compared against the existing carrying value. Where the existing carrying value exceeds the recoverable amount, the difference is charged to the income statement. Costs incurred in planning or evaluating software proposals, or in maintaining systems after implementation, are not capitalised. xv) Premises and equipment Premises and equipment are carried at cost less accumulated depreciation and impairment. The gain or loss on the disposal of premises and equipment is determined as the difference between the carrying amount of the assets at the time of disposal and the proceeds of disposal, and is included in the results in the year of disposal. Assets other than freehold land are depreciated at rates based upon their expected useful lives to the Group, using the straight-line method. The depreciation rates used for each class of asset are: 1% Buildings 10% Building integrals 10% Furniture & equipment Computer & ofﬁ ce equipment 12.5%–33% Leasehold improvements are amortised on a straight-line basis over the shorter of their useful lives or remaining terms of the lease. Premises and equipment impairment assessment At each reporting date, the carrying amounts of premises and equipment are reviewed for impairment. If any such indication exists, the recoverable amount of the assets are estimated and compared against the existing carrying value. Where the existing carrying value exceeds the recoverable amount, the difference is charged to the income statement. If it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs. A previously recognised impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. xvi) Repurchase agreements Securities sold under repurchase agreements are retained in the ﬁ nancial statements where substantially all the risks and rewards of ownership remain with the Group, and a counterparty liability is disclosed under the classiﬁ cations of due to other ﬁ nancial institutions or payables and other liabilities. The difference between the sale price and the repurchase price is accrued over the life of the repurchase agreement and charged to interest expense in the income statement. Securities purchased under agreements to resell, where the Group does not acquire the risks and rewards of ownership, are recorded as liquid assets, net loans and advances, or due from other ﬁ nancial institutions, depending on the term of the agreement and the counterparty. The security is not included in the balance sheet. Interest income is accrued on the underlying loan amount. Securities borrowed are not recognised in the balance sheet, unless these are sold to third parties, at which point the obligation to repurchase is recorded as a ﬁ nancial liability at fair value with fair value movements included in the income statement. xvii) Capitalised expenses Direct external expenses, comprising direct and incremental costs related to the acquisition of interest earning assets, including structured institutional lending, mortgages and ﬁ nance leases, are initially recognised as part of the cost of acquiring the asset and amortised as part of expected yield over its expected life using the effective interest method. The write-off is to interest income as part of the effective interest rate. For assets subject to prepayment, expected life is determined on the basis of the historical behaviour of the particular asset portfolio, taking into account contractual obligations and prepayment experience assessed on a regular basis. Impairment of capitalised expenses is assessed through comparing the actual behaviour of the portfolio against initial expected life assumptions. xviii) Deposits and other borrowings Deposits and other borrowings include certiﬁ cates of deposit, interest bearing deposits, debentures and other related interest bearing ﬁ nancial instruments. They are measured at amortised cost. The interest expense is recognised using the effective interest method as explained in note 1(iv). xix) Bonds, notes and loan capital Bonds, notes and loan capital are accounted for in the same way as deposits and other borrowings, except for those bonds and notes which are stated at fair value, with fair value movements recorded in the income statement. xx) Employee beneﬁ ts Leave beneﬁ ts The amounts expected to be paid in respect of employees’ entitlements to annual leave are accrued at expected salary rates including on-costs. Liability for long service leave is calculated and accrued for in respect of all applicable employees (including on-costs) using an actuarial valuation. Deﬁ ned contribution superannuation schemes The Group operates a number of deﬁ ned contribution schemes and also contributes, according to local law, in the various countries in which it operates, to government and other plans that have the characteristics of deﬁ ned contribution schemes. The Group’s contributions to these schemes are recognised as an expense in the income statement when incurred. Financial Report 63 NOTES TO THE FINA NCIAL STATEMENTS 1: Signiﬁ cant Accounting Policies (continued) The option pricing model takes into account the exercise price of the option, the risk-free interest rate, the expected volatility of ANZ ordinary share price and other factors. Market vesting conditions are taken into account in estimating the fair value. Performance rights: A Performance Right is a right to acquire a share at nil cost to the employee subject to satisfactorily meeting time and performance hurdles. Upon exercise, each Performance Right entitles the holder to one ordinary share in ANZ. The fair value of Performance Rights is determined at grant date using an option pricing model, taking into account market conditions. The fair value is expensed over the relevant vesting period. This is recognised as an employee expense with a corresponding increase in equity. Other adjustments: Subsequent to the grant of an equity-based award, the amount recognised as an expense is adjusted for vesting conditions other than market conditions so that, ultimately, the amount recognised as an expense is based on the number of equity instruments that eventually vests. Treasury shares: Shares in the Company which are purchased on-market by the ANZ Employee Share Acquisition Plan are classiﬁ ed as treasury shares (to the extent that they relate to unvested employee share-based awards) and deducted from share capital. xxi) Provisions The Group recognises provisions when there is a present obligation, the future sacriﬁ ce of economic beneﬁ ts is probable, and the amount of the provision can be measured reliably. The amount recognised is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation at reporting date. Where a provision is measured using the cash ﬂ ows estimated to settle the present obligation, its carrying amount is the present value of those cash ﬂ ows. Any expected third party recoveries are recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably. xxii) Offsetting of assets and liabilities Assets and liabilities are offset and the net amount reported in the balance sheet only where there is: a current enforceable legal right to offset the asset and liability; and an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. xxiii) Contingent Liabilities These items are recorded as liabilities on the balance sheet when the following requirements are met: the transaction is probable in that the contingency is likely to occur; and the contingency can be reasonably estimated. Further disclosure is made in note 45, where the above requirements are not met but there is a possible obligation that is more than remote. Speciﬁ c details are provided together with an estimate of the range or a statement that such an estimate is not possible. xxiv) Income tax Income tax expense Income tax on earnings for the year comprises current and deferred tax and is based on the applicable tax law in each jurisdiction. It is recognised in the income statement as tax expense, except when it relates to items credited directly to equity, in which case it is recorded in equity, or where it arises from the initial accounting for a business combination, in which case it is included in the determination of goodwill. Current tax Current tax is the expected tax payable on taxable income for the year, based on tax rates (and tax laws) which are enacted or substantively enacted by the reporting date, including any adjustment for tax payable in previous years. Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable). Deferred tax Deferred tax is accounted for using the comprehensive tax balance sheet method. It is generated by temporary differences between the carrying amounts of assets and liabilities for ﬁ nancial reporting purposes and their tax base. Deﬁ ned beneﬁ t superannuation schemes The Group operates a number of deﬁ ned beneﬁ t schemes. The liability and expense related to providing beneﬁ ts to employees under each deﬁ ned beneﬁ t scheme are calculated by independent actuaries. A deﬁ ned beneﬁ t liability is recognised, to the extent that the present value of the deﬁ ned beneﬁ t obligation of each scheme, calculated using the Projected Unit Credit Method, is greater than the fair value of each scheme’s assets. Where this calculation results in a beneﬁ t to the Group, a deﬁ ned beneﬁ t asset is recognised, which is capped at the recoverable amount. In each subsequent reporting period, ongoing movements in the deﬁ ned beneﬁ t liability or asset carrying value is treated as follows: the net movement relating to the current period’s service cost, interest cost, expected return on scheme assets, past service costs and other costs (such as the effects of any curtailments and settlements) is recognised as an employee expense in the income statement movements relating to actuarial gains and losses are recognised directly in retained earnings contributions incurred are recognised directly against the net deﬁ ned beneﬁ t position. Share-based compensation The Group has various equity settled share-based compensation plans. These are described in note 47 and largely comprise the Employee Share Acquisition Plan and the ANZ Share Option Plan. ANZ ordinary shares: The fair value of ANZ ordinary shares granted under the Employee Share Acquisition Plan is measured at grant date, using the one-day volume weighted average market price of ANZ shares. The fair value is expensed immediately when shares vest immediately or on a straight-line basis over the relevant vesting period. This is recognised as an employee compensation expense with a corresponding increase in equity. Share options: The fair value of share options is measured at grant date, using an option pricing model. The fair value is expensed on a straight-line basis over the relevant vesting period. This is recognised as an employee compensation expense with a corresponding increase in the share options reserve. 64 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS Financial guarantees are initially recognised in the ﬁ nancial statements at fair value on the date the guarantee was given. This is typically the premium received. Subsequent to initial recognition, the Group’s liabilities under such guarantees are measured at the higher of their amortised amount and the best estimate of the expenditure required to settle any ﬁ nancial obligation arising at the balance sheet date. These estimates are determined based on experience of similar transactions and history of past losses. xxvi) Change in accounting policy In May 2005, AASB 2005-1 (an amendment to AASB 139: ‘Financial Instruments: Recognition and Measurement’) was issued which stipulated circumstances in which a hedge of a forecast intragroup transaction qualiﬁ ed for hedge accounting. As a result of this amendment, cash ﬂ ow hedge relationships covering New Zealand’s revenue ﬂ ows no longer qualiﬁ ed for hedge accounting. The realised gains on the hedges of future years’ New Zealand dollar revenues of $141 million (net of tax) that were included in the hedging reserve at 30 September 2006 were, in line with the transitional provisions of AASB 2005-1, transferred directly to retained earnings as at 1 October 2006. 1: Signiﬁ cant Accounting Policies (continued) Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date. The measurement reﬂ ects the tax consequences that would follow from the manner in which the Group, at the reporting date, recovers or settles the carrying amount of its assets and liabilities. Deferred tax liabilities are recognised for all taxable temporary differences, other than those in relation to taxable temporary differences arising from goodwill. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in controlled entities, branches, associates and joint ventures, except where the Group is able to control the reversal of the temporary differences and it is probable that temporary differences will not reverse in the foreseeable future. Deferred tax assets associated with these interests are recognised only to the extent that it is probable that the temporary difference will reverse in the foreseeable future and there will be sufﬁ cient taxable proﬁ ts against which to utilise the beneﬁ ts of the temporary difference. Deferred tax assets, including those related to the tax effects of income tax losses and credits available to be carried forward, are recognised only to the extent that it is probable that future taxable proﬁ ts will be available against which the deductible temporary differences or unused tax losses and credits can be utilised. Offsetting Current and deferred tax assets and liabilities are offset only to the extent that they relate to income taxes imposed by the same taxation authority, there is legal right and intention to settle on a net basis and it is allowed under the tax law of the relevant jurisdiction. xxv) Financial guarantee contracts Financial guarantee contracts are contracts that require the issuer to make speciﬁ ed payments to reimburse the holder for a loss it incurs because a speciﬁ ed debtor fails to make payments when due. Financial guarantees are issued in the ordinary course of business, consisting of letters of credit, guarantees and acceptances. 2: Critical Estimates and Judgements Used in Applying Accounting Policies The Group prepares its consolidated ﬁ nancial statements in accordance with policies which are based on AAS, other authoritative accounting pronouncements of the Australian Accounting Standards Board (AASB), AASB and Urgent Issues Group Interpretations and the Corporations Act of 2001. This involves the Group making estimates and assumptions that affect the reported amounts within the ﬁ nancial statements. Estimates and judgements are continually evaluated and are based on historical factors, including expectations of future events that are believed to be reasonable under the circumstances. All material changes to accounting policies and estimates and the application of these policies and judgements are approved by the Audit Committee of the Board. A brief explanation of critical estimates and judgements, and their impact on the Group, follows: Critical Accounting Estimates and Assumptions Provisions for credit impairment The accounting policy, as explained in note 1(xi), relating to measuring the impairment of loans and advances, requires the Group to assess impairment regularly. The credit provisions raised (individual and collective) represent management’s best estimate of the losses incurred in the loan portfolio at balance date based on their experienced judgement. The collective provision is estimated on the basis of historical loss experience for assets with credit characteristics similar to those in the collective pool. The historical loss experience is adjusted based on current observable data and events and an assessment of the impact of model risk. The use of such judgements and reasonable estimates is considered by management to be an essential part of the process and does not impact on reliability. Individual provisioning is applied when the full collectibility of one of the Group’s loans is identiﬁ ed as being doubtful. Individual and collective provisioning is calculated using discounted expected future cash ﬂ ows. The methodology and assumptions used for estimating both the amount and timing of future cash ﬂ ows are revised regularly to reduce any differences between loss estimates and actual loss experience. Financial Report 65 NOTES TO THE FINA NCIAL STATEMENTS 2: Critical Estimates and Judgements Used in Applying Accounting Policies (continued) Critical judgements in applying the entity’s accounting policies i) Special purpose and off balance sheet entities The Group may invest in or establish special purpose entities (SPEs) to enable it to undertake speciﬁ c types of transactions. The main types of these SPEs are securitisation vehicles, structured ﬁ nance entities, and entities used to sell credit protection. Where the Group has established SPEs which are controlled by the Group to facilitate transactions undertaken for Group purposes, these are consolidated in the Group’s ﬁ nancial statements. The Group does not consolidate SPEs that it does not control in accordance with the Group’s policy outlined in note 1(ii). As it can sometimes be difﬁ cult to determine whether the Group has control of an SPE, it makes judgements about its exposure to the risks and rewards, as well as about its ability to make operational decisions for the SPE in question. The table below summarises the main types of SPEs that are not consolidated into the Group, the reason for their establishment, and the key risks associated with them. ANZ does not bear the majority of residual risks and rewards of these SPEs. Type of SPE Reason for establishment Key Risks Securitisation vehicles Assets are transferred to an SPE which funds the purchase by issuing securities. This enables ANZ or customers to increase diversity of funding sources. The amount disclosed here is the total assets of SPEs managed or arranged by ANZ. It includes SPEs that purchase assets from sellers other than ANZ. ANZ may manage securitisation vehicles, service assets in a vehicle or provide liquidity or other support and retains the risks associated with the provision of these services.1 Credit and market risks associated with the underlying assets are not retained or assumed by ANZ except to the limited extent that ANZ provides arm’s length services and facilities. SPE Assets 2007 $m 2006 $m 7,786 9,381 Structured ﬁ nance entities2 These entities are set up to assist with the structuring of client ﬁ nancing. ANZ may manage these vehicles and also provide derivatives. n/a n/a Credit protection These entities are set up to allow the Group to sell the credit risk on portfolios. ANZ may manage these vehicles. 2,145 2,145 1 Liquidity support facilities provided in relation to ANZ sponsored securitisation vehicles totalled $5.9 billion as at 30 September 2007, of which $2.9 billion had been drawn as at that date. 2 ANZ’s net investment in the structured finance entities is $229 million as at 30 September 2007 (30 September 2006: $233 million). ii) Valuation of investment in ING Australia Limited (INGA) The Group adopts the equity method of accounting for its 49% interest in INGA. As at 30 September 2007, the Group’s carrying value was $1,519 million (September 2006: $1,462 million). The carrying value is subject to a recoverable amount test to ensure that this does not exceed its recoverable amount at the reporting date. Any excess of carrying value above recoverable amount is written off to the income statement as an impairment write-down. During the year the Group engaged Ernst & Young [ABC] Limited (EY [ABC]) to provide an independent valuation of INGA for 31 March 2007 assessment purposes. The valuation was a stand alone market based assessment of economic value, and excluded the Group’s speciﬁ c synergies. The independent valuation was based on a discounted cashﬂ ow approach, with allowance for the cost of capital. EY [ABC] presented an independent valuation range of $4,750 million to $5,083 million, reﬂ ecting a range of sales and cost base assumptions. Based on this review, ANZ believed that no change was required to the carrying value of the investment as at 31 March 2007. At 30 September 2007, impairment testing via a management review was conducted to determine whether there were any indicators of impairment. The assessment involved review of the following indicators of impairment: Performance Operational and regulatory factors Economic and industry factors The assessment did not indicate the existence of impairment indicators and accordingly no write-down was required. (iii) Valuation of investment in ING (NZ) Holdings Limited (ING NZ) The Group adopts the equity method of accounting for its 49% interest in ING NZ. As at 30 September 2007, the Group’s carrying value was $162 million (September 2006: $146 million). The carrying value is subject to a recoverable amount test to ensure that this does not exceed its recoverable amount at the reporting date. Any excess of carrying value above recoverable amount is written off to the income statement as an impairment write-down. During the year the Group engaged PricewaterhouseCoopers (PwC) to provide an impairment analysis of ING NZ for 31 March 2007 assessment purposes. The valuation was based on a discounted cashﬂ ow approach. PwC presented a valuation range as at 31 December 2006 of $344 million to $386 million (at 30 September 2007 exchange rates), reﬂ ecting a range of sales and cost base assumptions. PwC also considered the additional cash generated by ING NZ in the period between 31 December 2006 and 31 March 2007 in order to provide an assessment as at 31 March 2007 of the appropriateness of the carrying value. Based on this review ANZ believed that no change was required to the 66 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 2: Critical Estimates and Judgements Used in Applying Accounting Policies (continued) transactions, particularly with respect to the mix of business, geographic location, growth prospects, riskiness of future earnings and size of the overall business. The results of the independent valuation carried out as at 31 March 2007 showed a fair value in excess of the then current carrying value for the CGU and hence the carrying value of the goodwill was not considered impaired. In June 2007 the Group obtained 100% ownership of ETRADE Australia Limited. This acquisition resulted in the recognition of $264 million of goodwill. At 30 September 2007, impairment testing via a management review was conducted to determine whether there were any indicators of impairment in the carrying value of ANZ National Bank Limited’s goodwill and the goodwill recognised on the acquisition of ETRADE Australia Limited. The assessment involved review of the following indicators of impairment: Performance Operational and regulatory factors Economic and industry factors The assessment did not indicate the existence of impairment and accordingly no write-down was required. v) Signiﬁ cant Associates The carrying value of all investments in associates is subject to an annual recoverable amount test. This assessment involves ensuring that either the investment’s fair value (less costs to sell) is greater than its carrying amount or its value in use can be estimated to be close to its fair value (less costs to sell). The Group has made several recent signiﬁ cant investments in associates and each will be subject to an annual recoverable amount test. Furthermore, at each reporting period, all investments are assessed against potential impairment indicators. carrying value of the investment as at 31 March 2007. At 30 September 2007, impairment testing via a management review was conducted to determine whether there were any indicators of impairment based on the 31 March 2007 valuation. The assessment involved review of the following indicators of impairment: Performance Operational and regulatory factors Economic and industry factors The assessment did not indicate the existence of impairment indicators and accordingly no write-down was required. iv) Goodwill The carrying value of goodwill is reviewed at each balance date and is written down, to the extent that it is no longer supported by probable future beneﬁ ts. Any excess of carrying value over recoverable amount is taken to the income statement as an impairment write-down. Goodwill is allocated to cash-generating units (CGU) for the purpose of impairment testing, which is undertaken at the lowest level at which goodwill is monitored for internal management reporting purposes. Impairment testing of purchased goodwill is performed annually in March through an independent valuation, by comparing the fair value of the CGU with the current carrying amount of its net assets, including goodwill. Where the current carrying value is greater than fair value, a charge for impairment of goodwill will be recorded in the income statement. As at 30 September 2007, the balance of goodwill recorded as an asset in ANZ National Bank Limited was $2,781 million (30 September 2006: $2,828 million). This represents the most signiﬁ cant component of the Group’s goodwill balance. In determining the fair value of the CGU for testing of the goodwill in ANZ National Bank Limited, an independent valuation is obtained based on a capitalisation of earnings approach. Under this methodology, valuation multiples (such as the price to earnings (PE) ratio) observed from previous transactions in the banking sector and current price/cash earnings multiples from similar businesses are used to determine an appropriate price/earnings multiple for the CGU. In determining an appropriate price multiple for the valuation, judgement is applied when assessing comparable companies and As at 30 September 2007, the Group has reviewed all investments in associates against the following impairment indicators: actual ﬁ nancial performance against budgeted ﬁ nancial performance; any material unfavourable operational factors and regulatory factors; any material unfavourable economic outlook and market competitive factors; carrying value against market value (supported by third-party broker valuation); and carrying value against market capitalisation (for listed investments). Where appropriate, additional potential impairment indicators are reviewed which are more speciﬁ c to the respective investment. As at 30 September 2007, no impairment of associates was identiﬁ ed as a result of either the review of impairment indicators listed above, or the recoverable amount test performed on longer term investments. Financial Report 67 NOTES TO THE FINA NCIAL STATEMENTS 3: Income Interest income Other ﬁ nancial institutions Trading securities Available-for-sale assets Loans and advances Acceptances Other Controlled entities Total interest income Other operating income Lending fees1 Non-lending fees and commissions arising from ﬁ nancial assets and liabilities not at fair value through proﬁ t or loss Fee income on trust and other ﬁ duciary activities where ANZ holds or invests assets on behalf of its customers Other fees and commissions Controlled entities Total fee and commission income Fee and commission expense2 Net fee and commission income Other income Net foreign exchange earnings Net (losses)/gains from trading securities3 Net gains/(losses) from trading derivatives Movements on ﬁ nancial instruments measured at fair value through proﬁ t or loss4 Settlement of ANZ National Bank Limited warranty claims Gain on sale of Esanda Fleetpartners Proﬁ t/(loss) on sale of premises5 Stadium Australia income Dividends received from controlled entities Brokerage income Other Total other income Total other operating income Share of joint venture proﬁ t from ING Australia and ING (NZ) (refer note 42) Share of associates’ proﬁ t (refer note 41) Total share of joint venture and associates’ proﬁ t Total income6 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 488 955 629 22,049 1,072 1,017 26,210 – 407 526 736 18,802 969 861 22,301 – 373 749 498 14,192 1,072 586 17,470 339 254 384 448 11,791 969 507 14,353 265 26,210 22,301 17,809 14,618 491 150 20 1,956 2,617 – 2,617 (237) 430 131 17 1,808 2,386 – 2,386 (241) 374 139 – 1,340 1,853 178 2,031 (168) 336 121 – 1,222 1,679 173 1,852 (175) 2,380 2,145 1,863 1,677 510 (47) 416 100 – 195 37 38 – 55 140 1,444 447 (7) 216 49 14 – 2 – – 3 146 870 523 (21) 133 80 – – – – 1,134 – 67 203 (17) 167 36 – – – – 1,145 2 83 1,916 1,619 3,824 3,015 3,779 3,296 172 87 259 138 56 194 – – – – – – 30,293 25,510 21,588 17,914 1 Lending fees exclude fees treated as part of the effective yield calculation and included in interest income (refer note 1(iv)). 2 Comprises interchange fees paid. 3 Does not include interest income. 4 Includes any fair value movements (excluding realised and accrued interest) on derivatives entered into to manage interest rate and foreign exchange risk on funding instruments, and not designated as accounting hedges, ineffective portions of cashflow hedges, and fair value movements in financial assets and liabilities designated at fair value. The net gain on financial assets and liabilities designated at fair value was $127 million (2006: $128 million) for the Group and $125 million (2006: $125 million) for the Company. 5 Gross proceeds on sale of premises is $63 million (2006: $4 million). 6 Total income includes external dividend income of $99 million (2006: $53 million) for the Group and $1 million (2006: $6 million) for the Company. 68 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 4: Expenses Interest expense Financial institutions Deposits Borrowing corporations’ debt Commercial paper Acceptances Loan capital, bonds and notes Other Controlled entities Total interest expense Operating expenses i) Personnel Employee entitlements and taxes Salaries and wages Superannuation costs – deﬁ ned beneﬁ t plans (refer note 46) Superannuation costs – deﬁ ned contribution plans Equity-settled share-based payments (refer note 47) Temporary staff Other Total personnel expenses ii) Premises Amortisation of leasehold improvements (refer note 22) Depreciation of buildings and integrals (refer note 22) Rent Utilities and other outgoings Other Total premises expenses iii) Computer Computer contractors Data communication Depreciation and amortisation1 Rentals and repairs Software purchased Software written-off Other Total computer expenses iv) Other Advertising and public relations Amortisation of other intangible assets (refer note 20) Audit and other fees (refer note 5) Depreciation of furniture and equipment (refer note 22) Freight and cartage Loss on sale of equipment Non-lending losses, frauds and forgeries Postage and stationery Professional fees Settlement of NHB insurance claim Telephone Travel Other Total other expenses Total operating expenses Total expenses Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 872 10,123 671 1,210 915 4,628 489 18,908 – 636 8,000 652 1,440 809 3,387 434 15,358 – 764 6,876 – 394 915 3,509 386 12,844 304 527 5,296 – 245 809 2,537 299 9,713 628 18,908 15,358 13,148 10,341 236 1,892 11 180 62 131 479 2,991 207 1,746 11 160 76 121 461 2,782 163 1,314 6 139 50 94 353 2,119 137 1,201 6 121 65 75 338 1,943 22 22 254 138 26 462 50 71 208 73 134 16 40 592 157 6 12 57 53 3 43 115 130 – 55 152 125 908 18 15 228 128 23 412 47 64 208 68 117 10 41 555 175 3 12 48 47 4 55 116 120 (113) 56 136 123 782 16 4 169 96 19 304 38 44 174 54 100 14 13 437 97 4 8 44 46 2 48 74 89 – 27 102 222 763 12 2 146 92 24 276 39 40 170 49 84 10 19 411 123 3 8 36 40 2 18 73 91 (113) 30 89 220 620 4,953 4,531 3,623 3,250 23,861 19,889 16,771 13,591 1 Comprises software amortisation of $122 million (2006: $114 million), refer note 20, and computer depreciation of $86 million (2006: $94 million), refer note 22. The Company comprises software amortisation of $109 million (2006: $100 million), refer note 20, and computer depreciation of $65 million (2006: $70 million), refer note 22. Financial Report 69 NOTES TO THE FINA NCIAL STATEMENTS 5: Compensation of Auditors KPMG Australia Audit or review of ﬁ nancial reports of the Company or Group Other audit-related services1 Other assurance services2 Total Overseas related practices of KPMG Australia Audit or review of ﬁ nancial reports of Group entities Other audit-related services1 Other assurance services2 Total compensation of auditors Consolidated The Company 2007 $’000 2006 $’000 2007 $’000 2006 $’000 6,696 2,210 110 6,462 1,152 209 5,624 1,575 110 5,572 878 209 9,016 7,823 7,309 6,659 2,678 760 – 2,654 1,031 38 3,438 3,723 584 374 – 958 527 497 – 1,024 12,454 11,546 8,267 7,683 It is Group policy that KPMG Australia or any of its related practices may provide assurance and other audit-related services that, while outside the scope of the statutory audit, are consistent with the role of auditor. These include regulatory and prudential reviews requested by the Company’s regulators such as the Australian Prudential Regulation Authority (APRA). KPMG Australia or any of its related practices may not provide services that are perceived to be materially in conflict with the role of auditor. These include consulting advice and subcontracting of operational activities normally undertaken by management, and engagements where the auditor may ultimately be required to express an opinion on its own work. However, non-audit services that are not perceived to be materially in conflict with the role of auditor may be provided by KPMG Australia or any of its related practices subject to the approval of the Audit Committee. 1 Includes prudential supervision reviews for central banks and work required for local statutory purposes. 2 Other assurance services includes: Consolidated Sustainability review Compliance testing for securitisation transaction Training course Total 2007 $’000 – 66 44 110 2006 $’000 203 – 44 247 70 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 6: Income Tax Expense (a) Income tax recognised in the Income Statement Tax expense/(income) comprises: Income tax expense/(income) Adjustments recognised in the current year in relation to the current tax of prior years Deferred tax expense/(income) relating to the origination and reversal of temporary differences Beneﬁ ts arising from previously unrecognised tax losses, tax credits, or temporary differences of a prior period that is used to reduce: - current tax expense Total income tax expense charged in the Income Statement Reconciliation of the prima facie income tax expense on pre-tax proﬁ t with the income tax expense charged in the Income Statement. Operating proﬁ t before income tax Prima facie income tax expense at 30% Change in income tax expense due to: Overseas tax rate differential Rebateable and non-assessable dividends Other non-assessable income Proﬁ t from associated and joint venture entities Recognition of previously unrecognised capital losses Restatement of deferred tax balances for New Zealand tax rate change Foreign exchange translation of US Hybrid loan capital Other Income tax (over) provided in previous years Total income tax expense charged in the Income Statement Effective Tax Rate Australia Overseas (b) Income tax recognised directly in equity Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 1,847 (2) 1,754 (4) 1,185 (4) 1,206 – (101) (225) (238) (333) (66) (3) 1,678 1,522 (65) 878 (2) 871 5,865 1,760 5,214 1,564 4,429 1,329 4,045 1,214 30 (10) (3) (75) (54) 24 – 8 25 (6) (9) (57) – – – 9 1,680 1,526 (2) (4) 1,678 1,522 (2) (340) – – (54) – (67) 16 882 (4) 878 (5) (345) – – – – 9 (2) 871 – 871 28.6% 29.2% 19.8% 21.5% 1,073 605 984 538 797 81 784 87 The following income tax amounts were charged directly to equity during the period 135 2 99 (3) Tax consolidation The Company and all its wholly owned Australian resident entities are part of a tax-consolidated group under Australian taxation law. The Company is the head entity in the tax-consolidated group. Tax expense/income and deferred tax liabilities/assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate ﬁ nancial statements of the members of the tax- consolidated group on a ‘group allocation’ basis. Current tax liabilities and assets of the tax consolidated group are recognised by the Company (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each member of the group in relation to the tax contribution amounts paid or payable between the Company and the other members of the tax-consolidated group in accordance with the arrangement. Members of the tax-consolidated group have also entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its income tax payment obligations. Financial Report 71 NOTES TO THE FINA NCIAL STATEMENTS 7: Dividends Ordinary dividends1 Interim dividend Final dividend2 Bonus option plan adjustment Dividends on ordinary shares Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 1,144 1,267 (48) 1,024 1,078 (34) 1,144 1,267 (48) 1,024 1,078 (34) 2,363 2,068 2,363 2,068 1 Dividends are not accrued and are recorded when paid. 2 Proposed final dividend of $1,381 million for 2007, based on the forecast number of ordinary shares on issue at the dividend record date, is not included in the table above. A ﬁ nal dividend of 74 cents, fully franked, is proposed to be paid on each fully paid ordinary share on 21 December 2007 (2006: ﬁ nal dividend of 69 cents, paid 15 December 2006, fully franked). The 2007 interim dividend of 62 cents, paid 2 July 2007, was fully franked (2006: interim dividend of 56 cents, paid 3 July 2006, fully franked). The tax rate applicable to the franking credits attached to the interim dividend and to be attached to the proposed ﬁ nal dividend is 30% (2006: 30%). Dividends paid in cash or satisﬁ ed by the issue of shares under the dividend reinvestment plan during the years ended 30 September 2007 and 2006 were as follows: Consolidated The Company 2007 $m 1,921 442 2006 $m 1,903 165 2007 $m 1,921 442 2006 $m 1,903 165 2,363 2,068 2,363 2,068 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 37 37 27 27 – – – – Paid in cash Satisﬁ ed by issue of shares Preference dividends Euro Trust Securities Dividends on preference shares 72 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 7: Dividends (continued) Euro Trust Securities On 13 December 2004, the Group issued 500,000 Euro Floating Rate Non-cumulative Trust Securities (“Euro Trust Securities”) at €1,000 each into the European market, raising €500 million ($871 million at the spot rate at the date of issue, net of issue costs). The Euro Trust Securities comprise 2 fully paid securities – an interest paying unsecured note issued by a United Kingdom subsidiary (ANZ Jackson Funding PLC) and a fully paid €1,000 preference share issued by the Company, which are stapled together and issued as a Euro Trust Security by ANZ Capital Trust III. Distributions on Euro Trust Securities are non-cumulative and are payable quarterly in arrears (on 15 March, 15 June, 15 September, 15 December of each year) based upon a ﬂ oating distribution rate equal to 3 month EURIBOR rate plus a 66 basis point margin. At each payment date the 3 month EURIBOR rate is reset for the next quarter. Dividends are not payable on the preference share while it is stapled to the note. If distributions are not paid on Euro Trust Securities, the Company may not pay dividends or return capital on its ordinary shares or any other share capital or security ranking equal or below the preference share component. (Refer to note 30 for further details.) Dividend Franking Account The amount of franking credits available to the Company for the subsequent ﬁ nancial year is $580 million (2006: $341 million) after adjusting for franking credits that will arise from the payment of tax on Australian proﬁ ts for the 2007 ﬁ nancial year, $592 million of franking credits which will be utilised in franking the proposed ﬁ nal dividend and franking credits that may not be accessible by the Company at present. Restrictions which Limit the Payment of Dividends There are presently no signiﬁ cant restrictions on the payment of dividends from controlled entities to the Company. Various capital adequacy, liquidity, statutory reserve and other prudential requirements must be observed by certain controlled entities and the impact on these requirements caused by the payment of cash dividends is monitored. There are presently no restrictions on payment of dividends by the Company. Reductions of shareholders’ equity through payment of cash dividends is monitored having regard to the regulatory requirements to maintain a speciﬁ ed capital adequacy ratio. In particular, the Australian Prudential Regulation Authority (APRA) has advised that a bank under its supervision must consult with it before declaring a coupon payment on a Tier 1 instrument, including a dividend if the bank has incurred a loss, or proposes to pay coupon payments on Tier 1 instruments (including dividends), which exceed the level of current year proﬁ ts. Dividend Reinvestment Plan During the year, 3,613,226 ordinary shares were issued at $28.25 per share, and 11,621,468 ordinary shares at $29.29 per share, under the dividend reinvestment plan (2006: 3,545,901 ordinary shares at $23.85 per share, and 3,039,401 ordinary shares at $26.50 per share). All eligible shareholders can elect to participate in the dividend reinvestment plan. A number of changes have been made to the terms and conditions of the dividend reinvestment plan and bonus option plan, effective for the 2007 ﬁ nal dividend only, including the application of a 1.5% discount. For the 2007 ﬁ nal dividend only, the balance of the dividend not reinvested by shareholders in the dividend reinvestment plan or foregone by shareholders under the bonus option plan, will be fully underwritten by UBS AG, Australia branch. Bonus Option Plan The amount of dividends paid during the year has been reduced as a result of certain eligible shareholders participating in the bonus option plan and foregoing all or part of their right to dividends. These shareholders were issued bonus shares. During the year, 1,729,427 ordinary shares were issued under the bonus option plan (2006: 1,384,144 ordinary shares). Final dividend 2006 Interim dividend 2007 Determined dividend $m Bonus option plan adjustment $m 1,267 1,144 2,411 (19) (29) (48) Amount paid $m 1,248 1,115 2,363 Financial Report 73 NOTES TO THE FINA NCIAL STATEMENTS 8: Earnings per Ordinary Share Basic earnings per share (cents) Earnings reconciliation ($millions) Proﬁ t for the year Less: proﬁ t attributable to minority interests Less: preference share dividend paid Earnings used in calculating basic earnings per share Weighted average number of ordinary shares (millions) Diluted earnings per share (cents) Earnings reconciliation ($millions) Earnings used in calculating basic earnings per share Add: US Trust Securities interest expense Add: ANZ StEPS interest expense Add: UK Hybrid interest expense Earnings used in calculating diluted earnings per share Weighted average number of ordinary shares (millions) Used in calculating basic earnings per share Add: potential conversion of options to ordinary shares potential conversion of US Trust Securities to ordinary shares at current market price potential conversion of ANZ StEPS to ordinary shares potential conversion of UK Hybrid Securities to ordinary shares Used in calculating diluted earnings per share Consolidated 2007 224.1 4,187 7 37 4,143 1,848.5 218.3 4,143 44 50 21 4,258 1,848.5 15.2 42.0 34.5 10.7 1,950.9 2006 200.0 3,692 4 27 3,661 1,830.3 194.0 3,661 53 45 – 3,759 1,830.3 13.9 54.8 38.2 – 1,937.2 The weighted average number of converted and lapsed options, weighted with reference to the date of conversion or lapse, and included in the calculation of diluted earnings per share is approximately 2 million. 9: Liquid Assets Australia Coins, notes and cash at bankers Money at call, bills receivable and remittances in transit Securities purchased under agreement to resell in less than 90 days New Zealand Coins, notes and cash at bankers Money at call, bills receivable and remittances in transit Other banks’ certiﬁ cates of deposit Securities purchased under agreement to resell in less than 90 days Overseas Markets Coins, notes and cash at bankers Money at call, bills receivable and remittances in transit Other banks’ certiﬁ cates of deposit Securities purchased under agreement to resell in less than 90 days Total liquid assets Maturity analysis based on original term to maturity Less than 90 days More than 90 days Total liquid assets 10: Due from Other Financial Institutions Australia New Zealand Overseas Markets Total due from other ﬁ nancial institutions Maturity analysis based on original term to maturity Less than 90 days More than 90 days Total due from other ﬁ nancial institutions 74 ANZ Annual Report 2007 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 844 656 3,824 5,324 2,585 1,302 1,403 277 5,567 238 2,582 3,276 – 6,096 16,987 12,307 4,680 16,987 1,286 938 4,776 7,000 913 1,398 1,351 260 3,922 251 2,279 1,566 1 4,097 15,019 11,633 3,386 15,019 709 489 3,824 5,022 1,242 892 4,776 6,910 – – – – – 113 2,324 3,159 – 5,596 10,618 6,701 3,917 10,618 – – – – – 111 1,946 1,460 – 3,517 10,427 8,050 2,377 10,427 Consolidated The Company 2007 $m 2,857 1,546 3,637 8,040 6,767 1,273 8,040 2006 $m 3,090 3,236 3,339 9,665 8,711 954 9,665 2007 $m 2,853 – 3,281 6,134 5,339 795 6,134 2006 $m 3,068 – 3,185 6,253 5,520 733 6,253 NOTES TO THE FINA NCIAL STATEMENTS 11: Trading Securities Trading securities are allocated between Australia, New Zealand and Overseas Markets based on the domicile of the issuer Listed – Australia Other securities and equity securities Listed – Overseas Markets Other government securities Total listed Unlisted – Australia Commonwealth securities Local, semi-government and other government securities ANZ accepted bills Other securities and equity securities Unlisted – New Zealand Other government securities Other securities and equity securities Unlisted – Overseas Markets Other government securities Other securities and equity securities Total unlisted Total trading securities Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 31 31 27 27 58 556 3,611 2,305 6,204 12,676 124 1,489 1,613 299 521 820 15,109 15,167 5 5 44 44 49 328 2,635 1,569 2,639 7,171 210 1,220 1,430 – 529 529 9,130 9,179 31 31 27 27 58 556 3,611 2,305 6,020 12,492 – – – 288 521 809 13,301 13,359 5 5 44 44 49 328 2,635 1,569 2,363 6,895 37 – 37 – 527 527 7,459 7,508 12: Derivative Financial Instruments Derivative instruments are contracts whose value is derived from one or more underlying variables or indices, require little or no initial net investment and are settled at a future date. Derivatives include contracts traded on registered exchanges and contracts agreed between counterparties, called “Over the Counter” or “OTCs”. The use of derivatives and their sale to customers as risk management products is an integral part of the Group’s trading activities. Derivatives are also used to manage the Group’s own exposure to ﬂ uctuations in exchange and interest rates as part of its asset and liability management activities (i.e. balance sheet risk management). Derivatives are subject to the same types of credit and market risk as other ﬁ nancial instruments, and the Group manages these risks in a consistent manner. Types of derivative instruments The principal foreign exchange rate contracts used by the Group are forward foreign exchange contracts, currency swaps and currency options. Forward foreign exchange contracts are agreements to buy or sell a speciﬁ ed quantity of foreign currency on a speciﬁ ed future date at an agreed rate. A currency swap generally involves the exchange, or notional exchange, of equivalent amounts of two currencies and a commitment to exchange interest periodically until the principal amounts are re-exchanged on a future date. Currency options provide the buyer with the right, but not the obligation, either to purchase or sell a ﬁ xed amount of a currency at a speciﬁ ed rate on or before a future date. As compensation for assuming the option risk, the option writer generally receives a premium at the start of the option period. The principal commodity contracts used by the Group are forward commodity contracts, commodity swaps and commodity options. Forward commodity contracts are agreements for the payment of the difference between a speciﬁ ed commodity price and a ﬁ xed rate on a notional volume of the commodity at a future date. A commodity swap generally involves the exchange of the return on the commodity for a ﬁ xed or ﬂ oating interest payment without the exchange of the underlying commodity or principal amount. Commodity options provide the buyer with the right, but not the obligation, to exchange the difference between a speciﬁ ed commodity price and a ﬁ xed rate on a notional volume of the commodity at a future date. As compensation for assuming the option risk, the option writer generally receives a premium at the start of the option period. In certain circumstances the option premium is paid at the end of the option period. The principal interest rate contracts used by the Group are forward rate agreements, interest rate futures, interest rate swaps and options. Forward rate agreements are contracts for the payment of the difference between a speciﬁ ed interest rate and a reference rate on a notional deposit at a future settlement date. There is no exchange of principal. An interest rate future is an exchange traded contract for the delivery of a standardised amount of a ﬁ xed income security or time deposit at a future date. Interest rate swap transactions generally involve the exchange of ﬁ xed and ﬂ oating interest payment obligations without the exchange of the underlying principal amounts. Interest rate options provide the buyer with the right but not the obligation either to receive or pay interest at a speciﬁ ed rate on or before a future date. As compensation for assuming the option risk, the option writer generally receives a premium at the start of the option period. Financial Report 75 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) The principal credit contracts used by the Group are default swaps. Default swaps are contracts that provide for a speciﬁ ed payment to be made to the purchaser of the swap following a deﬁ ned credit event. Derivatives, except for those that are speciﬁ cally designated as effective hedging instruments, are classiﬁ ed as held for trading. The held for trading classiﬁ cation includes two categories of derivative instruments: those held as trading positions and those used for the Group’s balance sheet risk management. Trading positions Trading positions consist of both sales to customers and market making activities. Sales to customers include the structuring and marketing of derivative products to customers which enable them to take or mitigate risks. Market making activities consist of derivatives entered into principally for the purpose of generating proﬁ ts from short-term ﬂ uctuations in price or margins. Positions may be traded actively or held over a period of time to beneﬁ t from expected changes in market rates. Gains or losses, including any current period interest, from the change in fair value of trading positions are recognised in the income statement as ‘other income’ in the period in which they occur. Balance sheet risk management The Group designates balance sheet risk management derivatives into hedging relationships in order to minimise income statement volatility. This volatility is created by differences in the timing of recognition of gains and losses between the derivative and the hedged item. Hedge accounting is not applied to all balance sheet risk management positions. Gains or losses from the change in fair value of balance sheet risk management derivatives that form part of an effective hedging relationship are recognised in the income statement based on the hedging relationship. Any ineffectiveness is recognised in the income statement as ‘other income’ in the period in which it occurs. Gains or losses, excluding any current period interest, from the change in fair value of balance sheet risk management positions that are not designated into hedging relationships are recognised in the income statement as ‘other income’ in the period in which they occur. Current period interest is included in interest income and expense. The following tables provide an overview of the Group’s and the Company’s foreign exchange rate, commodity, credit and interest rate derivatives. They include all trading and balance sheet risk management contracts. Notional principal amounts measure the amount of the underlying physical or ﬁ nancial commodity and represent the volume of outstanding transactions. They are not a measure of the risk associated with a derivative. The derivative instruments become favourable (assets) or unfavourable (liabilities) as a result of ﬂ uctuations in market rates relative to their terms. The aggregate contractual or notional amount of derivative ﬁ nancial instruments on hand, the extent to which instruments are favourable or unfavourable, and as a consequence the aggregate fair values of derivative ﬁ nancial assets and liabilities, can ﬂ uctuate signiﬁ cantly from time to time. The fair values of derivative instruments held and notional principal amounts are set out as follows. 76 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) Consolidated at 30 September 2007 Foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Collateral Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit contracts Credit default swaps Trading Fair value Hedging Notional principal amount $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Fair value Cash ﬂ ow Net investment in foreign operations Liabilities $m Assets $m 278,479 141,881 144 6,476 9,718 – 4,605 6,270 7 1,047 – (1,875) (6,570) (6,320) (6) – (1,001) 1,612 436,698 10,054 (12,285) – 440 – – – – 440 – (587) – – – – (587) 15,429 1,664 (1,600) – – 137,039 944,079 96,815 26,621 22,711 13 7,755 961 142 – (15) (7,902) (987) – (115) 1,227,265 8,871 (9,019) – 538 – – – 538 – (284) – – – (284) 1 – – – – – 1 – 2 311 18 – – 331 – – – – – – – – – (114) (9) – – (123) 47,702 307 (282) – – – – 31 – – – – – 31 – – – – – – – – 1,727,094 20,896 (23,186) 978 (871) 332 (123) 31 – – – – – – – – – – – – – – – – Total fair value of derivatives Assets $m Liabilities $m 4,637 6,710 7 1,047 – (1,875) (6,570) (6,907) (6) – (1,001) 1,612 10,526 (12,872) 1,664 (1,600) 15 8,604 979 142 – (15) (8,300) (996) – (115) 9,740 (9,426) 307 (282) 22,237 (24,180) Financial Report 77 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) Consolidated at 30 September 2006 Foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Collateral Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit contracts Credit default swaps Trading Fair value Hedging Notional principal amount $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Fair value Cash ﬂ ow Net investment in foreign operations Liabilities Assets $m $m Total fair value of derivatives Assets $m Liabilities $m 217,522 110,638 187 9,150 13,906 – 2,054 2,714 45 259 – (1,279) (2,195) (2,247) (29) – (202) 1,256 351,403 3,793 (3,417) – 114 – – – – 114 – (64) – – – – (64) – – – – – – – – – – – – – – 7,793 1,055 (916) – – – – 96,147 589,135 99,184 17,733 33,638 14 3,296 249 141 – (10) (3,566) (242) – (100) 835,837 3,700 (3,918) – 212 – – – 212 – (263) – – – (263) – 211 2 – – 213 – (61) (2) – – (63) 23,965 76 (78) – – – – 1,218,998 8,624 (8,329) 326 (327) 213 (63) 1 – – – – – 1 – – – – – – – – 1 (34) – – – – – 2,055 2,828 45 259 – (1,279) (2,229) (2,311) (29) – (202) 1,256 (34) 3,908 (3,515) – 1,055 (916) – – – – – – – 14 3,719 251 141 – (10) (3,890) (244) – (100) 4,125 (4,244) 76 (78) (34) 9,164 (8,753) 78 ANZ Annual Report 2007 Trading Fair value Hedging Total fair value of derivatives Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Fair value Cash ﬂ ow NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) Company at 30 September 2007 Foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Collateral Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit contracts Credit default swaps Notional principal amount $m 263,920 164,933 144 6,047 9,481 – 4,333 7,089 7 1,033 – (1,419) (6,115) (9,051) (6) – (995) 1,513 – 356 – – – – 356 – (581) – – – – (581) 444,525 11,043 (14,654) 15,429 1,664 (1,600) – – 85,748 730,968 81,560 26,568 22,700 11 6,481 957 124 – (13) (6,542) (957) – (115) 947,544 7,573 (7,627) 47,680 307 (282) 1,455,178 20,587 (24,163) – 222 – – – 222 – 578 – (176) – – – (176) – (757) – – – – – – – – 2 218 18 – – 238 – 238 – – – – – – – – – (72) (9) – – (81) 4,333 7,445 7 1,033 – (1,419) (6,115) (9,632) (6) – (995) 1,513 11,399 (15,235) 1,664 (1,600) 13 6,921 975 124 – (13) (6,790) (966) – (115) 8,033 (7,884) – 307 (282) (81) 21,403 (25,001) Financial Report 79 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) Trading Fair value Hedging Total fair value of derivatives Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Assets $m Liabilities $m Fair value Cash ﬂ ow Notional principal amount $m 201,577 149,823 187 8,782 13,644 – 1,902 3,086 45 250 – (1,279) (1,948) (2,292) (29) – (193) 571 – 112 – – – – 112 – (64) – – – – (64) 374,013 4,004 (3,891) 8,074 1,056 (917) – – 85,514 460,101 84,259 17,863 34,092 7 2,843 248 124 – (6) (2,992) (241) – (100) 681,829 3,222 (3,339) 23,940 76 (78) 1,087,856 8,358 (8,225) – 121 – – – 121 – 233 – (106) – – – (106) – (170) – – – – – – – – – 194 2 – – 196 – 196 – – – – – – – – – (45) (2) – – (47) – (47) 1,902 3,198 45 250 – (1,279) (1,948) (2,356) (29) – (193) 571 4,116 (3,955) 1,056 (917) 7 3,158 250 124 – (6) (3,143) (243) – (100) 3,539 (3,492) 76 (78) 8,787 (8,442) Company at 30 September 2006 Foreign exchange contracts Spot and forward contracts Swap agreements Futures contracts Options purchased Options sold Collateral Commodity contracts Derivative contracts Interest rate contracts Forward rate agreements Swap agreements Futures contracts Options purchased Options sold Credit contracts Credit default swaps 80 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) Credit risk on derivative instruments The credit risk of derivative ﬁ nancial instruments arises from the potential for a counterparty to default on its contractual obligation. Credit risk arises when market movements are such that the derivative has a positive value to the Group. It is the cost of replacing the contract in the event of counterparty default. The Group limits its credit risk within a conservative framework by dealing with creditworthy counterparties, setting credit limits on exposures to counterparties, and obtaining collateral where appropriate. The Group further restricts its exposure to credit losses by entering into master agreements with counterparties with which it undertakes a signiﬁ cant volume of transactions. The use of a master agreement does not generally result in an offset of balance sheet assets and liabilities. However, the credit risk is reduced by a master agreement to the extent that if an event of default occurs, all contracts with the counterparty are terminated and settled on a net basis. Despite this, as a result of the number of transactions that are usually subject to such master agreements, the Group’s overall exposure to credit risk on derivative instruments can change substantially within a short period. Hedging Relationships There are three types of allowable hedging relationships: fair value hedges, cash ﬂ ow hedges and hedges of a net investment in a foreign operation. Each has speciﬁ c requirements when accounting for the fair value changes in the hedging relationship. For details on the accounting treatment of each type of hedging relationship refer to Note 1 (viii). Fair value hedges The risk being hedged in a fair value hedge is a change in the fair value of an asset or liability or unrecognised ﬁ rm commitment that may affect the income statement. Changes in fair value might arise through changes in interest rates or foreign exchange rates. The Group’s fair value hedges principally consist of interest rate swaps that are used to protect against changes in the fair value of ﬁ xed-rate long-term ﬁ nancial instruments due to movements in market interest rates. The application of fair value hedge accounting results in the fair value adjustment on the hedged item attributable to the hedged risk being recognised in the income statement at the same time the hedging instrument impacts the income statement. If a hedging relationship is terminated, the fair value adjustment to the hedged item continues to be recognised as part of the carrying amount of the item or group of items and is amortised to the income statement as a part of the effective yield over the period to maturity. Where the hedged item is derecognised from the Group’s balance sheet, the fair value adjustment is included in the income statement as ‘other income’ as a part of the gain or loss on disposal. Cash ﬂ ow hedges The risk being hedged in a cash ﬂ ow hedge is the potential volatility in future cash ﬂ ows that may affect the income statement. Volatility in the future cash ﬂ ows may result from changes in interest rates or changes in exchange rates arising from recognised ﬁ nancial assets and liabilities and highly probable forecast transactions. The Group’s cash ﬂ ow hedges consist principally of interest rate swaps, forward rate agreements and foreign currency swaps that are used to protect against exposures to variability in future interest cash ﬂ ows on non-trading assets and liabilities which bear interest at variable rates or which are expected to be refunded or reinvested in the future. The Group primarily applies cash ﬂ ow hedge accounting to its variable rate loan assets, variable rate liabilities and short term re-issuances of ﬁ xed rate customer and wholesale deposit liabilities. The amounts and timing of future cash ﬂ ows, representing both principal and interest ﬂ ows, are projected for each portfolio of ﬁ nancial assets and liabilities on the basis of their forecast repricing proﬁ le. This forms the basis for identifying gains and losses on the effective portions of derivatives designated as cash ﬂ ow hedges. The effective portion of changes in the fair value of derivatives qualifying and designated as cash ﬂ ow hedges is deferred to the hedging reserve which forms part of shareholders’ equity. Amounts deferred in equity are recognised in the income statement in the period during which the hedged forecast transactions take place and is fully amortised when the hedging relationship matures. The schedule below shows the movements in the hedging reserve: Balance at start of year Adjustments on adoption of accounting policies speciﬁ ed by AASB 132 and AASB 139 Adjustment on adoption of AASB 2005–11 Restated balance at start of year Items recorded in the income statement Tax effect of items recorded in the income statement Valuation gain taken to equity Tax effect of net gain on cash ﬂ ow hedges Closing Balance Consolidated 2007 $m 227 – (141) 86 (10) 3 106 (32) 153 2006 $m n/a 162 – 162 (81) 25 179 (58) 227 The Company 2007 $m 2006 $m 40 – – 40 – – 57 (17) 80 n/a 11 – 11 (10) 3 53 (17) 40 1 All NZD revenue related cash flow hedging was de-designated at 30 September 2006. The amount deferred in the hedging reserve was transferred to retained earnings at 1 October 2006 on adoption of AASB 2005-1. Financial Report 81 NOTES TO THE FINA NCIAL STATEMENTS 12: Derivative Financial Instruments (continued) The table below shows the breakdown of the hedging reserve attributable to each type cash ﬂ ow hedging relationship: Variable rate loan assets Variable rate liabilities Short term re-issuances of ﬁ xed rate customer and wholesale deposit liabilities NZD revenue related cash ﬂ ow hedges1 Total hedging reserve Consolidated The Company 2007 $m (64) 135 82 – 153 2006 $m (8) 59 35 141 227 2007 $m (53) 79 54 – 80 2006 $m (15) 33 22 – 40 1 All NZD revenue related cash flow hedging was de-designated at 30 September 2006. The amount deferred in the hedging reserve was transferred to retained earnings at 1 October 2006 on adoption of AASB 2005-1. All underlying hedged cash ﬂ ows are expected to be recognised in the income statement in the period in which they occur which is anticipated to take place over the next 0–10 years (2006: 0–10 years). The mechanics of hedge accounting results in the gain (or loss) in the hedging reserve above being released into the income statement at the same time that the corresponding loss (or gain) attributable to the hedged item impacts the income statement. It will not necessarily be released to the income statement uniformly over the period of the hedging relationship as the fair value of the derivative is driven by changes in market rates over the term of the instrument. As market rates do not always move uniformly across all time periods, a change in market rates may drive more value in one forecast period than another, which impacts when the hedging reserve is released to the income statement. Net investment hedges (consolidated) In a hedge of a net investment in a foreign operation, the risk being hedged is the exposure to exchange differences arising on consolidation of foreign operations with a functional currency other than the Australian Dollar. Hedging is undertaken using forward foreign exchange contracts or by ﬁ nancing with borrowings in the same currency as the foreign functional currency involved. Concentrations of Credit Risk Concentrations of credit risk exist for groups of counterparties when they have similar economic characteristics. Major concentrations of credit risk arise by location and type of customer. The following table shows the concentrations of credit risk, by class of counterparty and by geographic location, measured by credit equivalent amount. Approximately 67% (2006: 72%) of the Group’s exposures are with counterparties which are either Australian banks or banks based in other OECD countries. OECD governments $m 567 80 41 688 OECD governments $m 133 57 19 209 Australian and OECD banks $m 14,227 4,465 968 Corporations, non-OECD banks and others $m 7,535 994 357 Total credit equivalent amount $m 22,329 5,539 1,366 19,660 8,886 29,234 Australian and OECD banks $m 10,099 2,134 912 Corporations, non-OECD banks and others $m 3,900 736 359 Total credit equivalent amount $m 14,132 2,927 1,290 13,145 4,995 18,349 Consolidated at 30 September 2007 Australia New Zealand Overseas Markets Consolidated at 30 September 2006 Australia New Zealand Overseas Markets 82 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 13: Available-for-sale Assets Available-for-sale assets are allocated between Australia, New Zealand and Overseas Markets based on the domicile of the issuer Listed – Australia Other securities and equity investments Listed – Overseas Markets Other government securities Other securities and equity investments Total listed Unlisted – Australia Local and semi-government securities Other securities and equity investments Loans and advances Unlisted – New Zealand New Zealand government securities Other securities and equity investments Unlisted – Overseas Markets Other government securities Other securities and equity investments Total unlisted Total available-for-sale assets No impairment loss was recognised or reversed in the Income Statement. Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 6 6 208 2,986 3,194 3,200 1,791 7,126 704 9,621 4 37 41 648 496 6 6 102 2,198 2,300 2,306 1,908 2,971 1,946 6,825 285 29 314 532 676 1,144 10,806 14,006 1,208 8,347 10,653 6 6 208 2,595 2,803 2,809 1,791 5,932 704 8,427 – – – 73 74 147 6 6 102 2,198 2,300 2,306 1,908 2,421 1,946 6,275 – – – 71 5 76 8,574 11,383 6,351 8,657 Financial Report 83 NOTES TO THE FINA NCIAL STATEMENTS 13: Available-for-sale Assets (continued) Available-for-sale assets by maturities and yields Based on remaining term to maturity at 30 September 2007 Australia Local and semi-government securities Other securities and equity investments Loans and advances Overseas New Zealand government securities Other government securities Other securities and equity investments Total Weighted average yields1 Australia Local and semi-government securities Other securities and equity investments Loans and advances Overseas New Zealand government securities Other government securities Other securities and equity investments Less than 3 months $m Between 3 months and 12 months $m Between 1 year and 5 years $m Between 5 years and 10 years $m After 10 years $m No maturity speciﬁ ed $m 1,791 5,702 263 7,756 1 616 180 797 8,553 – – 22 22 – 186 577 763 785 – 1,022 419 1,441 3 17 2,074 2,094 3,535 – – – – – – 356 356 356 – 289 – 289 – – 1 1 290 – 119 – 119 – 37 331 368 487 Total fair value $m 1,791 7,132 704 9,627 4 856 3,519 4,379 14,006 Less than 1 year % Between 1 year and 5 years % Between 5 years and 10 years % After 10 years % 6.38 6.80 7.84 8.17 5.08 5.37 – 6.77 7.23 7.20 4.69 5.59 – – – – – 5.76 – 7.11 – – – 2.76 1 Based on effective yields for loans and advances, fixed interest and discounted securities and dividend yield for equity investments at 30 September 2007. 84 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 13: Available-for-sale Assets (continued) Available-for-sale assets by maturities and yields Based on remaining term to maturity at 30 September 2006 Less than 3 months $m Between 3 months and 12 months $m Between 1 year and 5 years $m Between 5 years and 10 years $m After 10 years $m No maturity speciﬁ ed $m Australia Local and semi-government securities Other securities and equity investments Loans and advances Overseas New Zealand government securities Other government securities Other securities and equity investments 1,224 2,544 1,080 684 – 359 4,848 1,043 273 474 342 1,089 – 108 622 730 – 308 507 815 12 51 1,460 1,523 Total 5,937 1,773 2,338 – – – – – – 96 96 96 – 107 – 107 – 1 336 337 444 – 18 – 18 – – 47 47 65 Total fair value $m 1,908 2,977 1,946 6,831 285 634 2,903 3,822 10,653 Weighted average yields1 Australia Local and semi-government securities Other securities and equity investments Loans and advances Overseas New Zealand government securities Other government securities Other securities and equity investments Less than 1 year % Between 1 year and 5 years % Between 5 years and 10 years % After 10 years % 6.08 6.14 6.77 7.19 5.20 3.94 – 6.41 6.99 6.90 4.20 5.18 – – – – – 4.86 – 8.37 – – 7.50 4.54 1 Based on effective yields for fixed interest and discounted securities and dividend yield for equity investments at 30 September 2006. Financial Report 85 NOTES TO THE FINA NCIAL STATEMENTS 14: Net Loans and Advances Loans and advances are classiﬁ ed between Australia, New Zealand and Overseas markets based on the domicile of the lending point Australia Overdrafts Credit card outstandings Term loans – housing Term loans – non-housing Hire purchase Lease receivables (refer below) Other New Zealand Overdrafts Credit card outstandings Term loans – housing Term loans – non-housing Hire purchase Lease receivables (refer below) Other Overseas Markets Overdrafts Credit card outstandings Term loans – housing Term loans – non-housing Lease receivables (refer below) Commercial bills Other Total gross loans and advances Less: Provision for credit impairment (refer note 16) Less: Unearned income Add: Capitalised brokerage/mortgage origination fees Total net loans and advances Lease receivables a) Finance lease receivables Gross ﬁ nance lease receivables Less than 1 year 1 to 5 years Later than 5 years Less: unearned future ﬁ nance income on ﬁ nance leases Net investment in ﬁ nance lease receivables b) Operating lease receivables Gross operating lease receivables Less than 1 year 1 to 5 years Later than 5 years Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 7,464 6,641 113,994 64,260 9,824 1,813 852 6,237 6,190 101,945 53,905 9,081 2,378 864 7,464 6,641 113,201 60,149 1,196 857 827 6,237 6,190 100,874 49,774 1,046 804 731 204,848 180,600 190,335 165,656 1,728 1,149 42,350 29,672 431 215 447 1,666 1,081 37,845 26,979 426 421 511 75,992 68,929 532 201 1,040 9,699 186 349 1 518 198 766 8,347 179 192 2 – – – – – – – – 371 8 749 8,493 116 349 1 12,008 10,202 10,087 – – – – – – – – 333 8 599 7,160 112 192 2 8,406 292,848 259,731 200,422 174,062 (2,294) (2,226) (1,631) (1,566) (2,278) (2,122) 570 539 (348) 167 (367) 158 (4,002) (3,809) (1,812) (1,775) 288,846 255,922 198,610 172,287 571 1,131 208 512 1,381 255 (238) (382) 1,672 1,766 179 124 1 304 411 398 21 830 176 617 179 (121) 851 – 1 – 1 115 615 186 (189) 727 – – – – Total lease receivables 1,976 2,596 852 727 Present value of net investment in ﬁ nance lease receivables Less than 1 year 1 to 5 years Later than 5 years 86 ANZ Annual Report 2007 567 1,075 185 1,827 516 1,172 188 1,876 167 553 157 877 55 512 158 725 NOTES TO THE FINA NCIAL STATEMENTS 15: Impaired Financial Assets Summary of impaired ﬁ nancial assets Non-performing loans Restructured loans Unproductive facilities Gross impaired ﬁ nancial assets Individual provisions Non-performing loans Unproductive facilities Net impaired ﬁ nancial assets Real estate or other assets acquired through the enforcement of security In the event of customer default, any loan security is usually held as mortgagee in possession and therefore the Group does not usually hold any real estate or other assets acquired through the enforcement of security Accruing loans past due 90 days or more1 These amounts are not classiﬁ ed as impaired assets as they are either 90 days or more past due and well secured, or are portfolio managed facilities that can be held on an accrual basis for up to 180 days past due Consolidated The Company 2007 $m 666 – 126 792 (260) (42) 490 2006 $m 661 – 37 698 (279) (7) 412 2007 $m 491 – 121 612 (172) (42) 398 2006 $m 452 – 30 482 (179) (6) 297 – – – – 561 499 429 381 Interest and other income forgone on impaired ﬁ nancial assets The following table shows the estimated amount of interest and other income not recognised, net of interest recoveries and unwind of discount, on average impaired ﬁ nancial assets during the period. Gross interest and other income receivable on non-performing loans, restructured loans and unproductive facilities Australia New Zealand Overseas Markets Total gross interest and other income receivable on non-performing loans, restructured loans and unproductive facilities Interest recognised2 Australia New Zealand Overseas Markets Total interest recognised Net interest and other income foregone Australia New Zealand Overseas Markets Total net interest and other income not recognised Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 40 10 8 58 (23) (4) – (27) 17 6 8 31 34 13 7 54 (20) (6) – (26) 14 7 7 28 35 – 2 37 (23) – – (23) 12 – 2 14 29 – 2 31 (20) – – (20) 9 – 2 11 1 Includes unsecured credit card and personal loans 90 day past due accounts which are allowed by APRA to be retained on a performing basis for up to 180 days past due amounting to $87 million (2006: $84 million). The remainder of 90 day past due accounts are predominately held on an accrual basis having been assessed as well secured. 2 The impairment loss on a non-performing loan is calculated as the difference between the loan’s carrying amount and the estimated future cashflows discounted to their present value. As this discount unwinds during the period it is recognised as interest income. Refer note 1(xi) for explanation on how it arises. Financial Report 87 NOTES TO THE FINA NCIAL STATEMENTS 16: Provision for Credit Impairment Movement in provision for credit impairment Collective provision Balance at start of year Adjustment due to adoption of accounting standard AASB139 Provisions disposed Adjustment for exchange rate ﬂ uctuations Charge to income statement Total collective provision1 Individual provision Balance at start of year Adjustment due to adoption of accounting standard AASB139 Charge to income statement Adjustment for exchange rate ﬂ uctuations Discount unwind Bad debts written off Recoveries of amounts previously written off Total individual provision Total provision for credit impairment Provision movement analysis New and increased provisions Australia New Zealand Asia Other overseas markets Provision releases Recoveries of amounts previously written off Individual provision charge Collective provision charge Charge to income statement Ratios Provisions2 as a % of total advances Individual Collective Provisions2 as a % of risk weighted assets Individual Collective Bad debts written off as a % of total advances Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 1,940 – (4) (27) 83 2,167 (288) – (8) 69 1,381 – – (16) 52 1,564 (238) – 3 52 1,992 1,940 1,417 1,381 286 – 484 (15) (20) (584) 151 302 273 (1) 338 (4) (26) (421) 127 286 185 – 336 (4) (17) (401) 115 214 145 4 226 (1) (20) (259) 90 185 2,294 2,226 1,631 1,566 632 81 31 12 756 (121) 635 (151) 484 83 567 % 0.1 0.7 0.1 0.7 0.2 508 81 24 5 618 (153) 465 (127) 338 69 407 % 0.1 0.7 0.1 0.8 0.2 530 – 1 8 539 (88) 451 (115) 336 52 388 % 0.1 0.7 0.1 0.7 0.2 417 – – 2 419 (103) 316 (90) 226 52 278 % 0.1 0.7 0.1 0.8 0.1 1 The collective provision includes amounts for off balance sheet credit exposures, $261 million at September 2007 (2006: $260 million). The impact to the income statement for the year ended 30 September 2007 relating to off balance sheet credit exposures was $8 million charge (2006: $5 million charge). 2 Excludes provisions for unproductive facilities. 88 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 17: Regulatory Deposits Overseas central banks Maturity: Less than 90 days After 5 years 18: Shares in Controlled Entities, Associates and Joint Venture Entities Total shares in controlled entities Total shares in associates1 (refer note 41) Total shares in joint venture entities2 (refer note 42) Total shares in controlled entities, associates and joint venture entities Consolidated The Company 2007 $m 235 96 139 235 2006 $m 205 70 135 205 2007 $m 148 85 63 148 2006 $m 132 61 71 132 Consolidated The Company 2007 $m – 1,749 1,681 3,430 2006 $m – 592 1,608 2,200 2007 $m 8,405 582 – 2006 $m 11,424 307 – 8,987 11,731 1 Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting and are carried at cost by the parent entity 2 Investments in joint venture entities are accounted for in the consolidated financial statements using the equity method of accounting and are carried at cost by the parent entity ACQUISITIONS OF CONTROLLED ENTITIES On 23 February 2007, the Group obtained control of Stadium Australia Group, which owns the long-term leasehold of the Telstra Stadium in Sydney. Prior to this, the Group was a sole senior lender to, and a holder of convertible notes and stapled securities issued by Stadium Australia Group. Stadium Australia Group contributed revenues of $35 million and net proﬁ t of $6 million to the Group for the period from 1 March 2007 to 30 September 2007. If the acquisition had occurred on 1 October 2006, consolidated revenue and consolidated proﬁ t for the year ended 30 September 2007 would have been $53 million and $9 million respectively. On 24 April 2007, the Group obtained a controlling interest in ETRADE Australia Limited (ETrade Australia), an online stockbroker. The Group has since obtained 100% ownership of the shares in ETrade Australia. Prior to this, the Group held a stake in the entity and accounted for it as an associate, applying the equity method of accounting. ETrade Australia contributed revenues of $37 million and net proﬁ t of $9 million to the Group for the period from 1 May 2007 to 30 September 2007. If the acquisition had occurred on 1 October 2006, consolidated revenue and consolidated proﬁ t for the year ended 30 September 2007 would have been $95 million and $19 million respectively. These amounts have been calculated using the Group’s accounting policies and by adjusting the results of the subsidiary to reﬂ ect the impact as if the fair value adjustments had applied from 1 October 2006 less the amount of the share of the associate’s earnings actually recognised by the Group, together with the consequential tax effects. In addition, the Group and the Company obtained controlling stakes in the following entities: Citizens Security Bank (CSB) – CSB is a community bank operating in Guam. In July 2007, the Group acquired 100% of CSB for $28 million. ANZ Vientiane Commercial Bank (VCB) – VCB is a commercial bank operating in Laos. In September 2007, the Group acquired 60% of VCB for $12 million. Rabinov Property Management Limited (Rabinov) – Rabinov is the manager and responsible entity of a listed diversiﬁ ed property trust. Financial Report 89 NOTES TO THE FINA NCIAL STATEMENTS 18: Shares in Controlled Entities, Associates and Joint Venture Entities (continued) The Company’s investments in ETrade Australia, CSB, VCB and Rabinov are carried at cost. The Company, therefore, does not recognise goodwill separately. Details of aggregate assets and liabilities of controlled entities acquired by the Group (Stadium Australia Group, ETrade Australia, CSB, VCB and Rabinov) and cost of acquisitions, for the purposes of measuring goodwill on acquisitions of controlled entities are as follows: Liquid assets and due from other ﬁ nancial institutions Financial assets – trading and available-for-sale Net loans and advances Premises and equipment Deferred tax assets Intangible assets1 Other assets Due to other ﬁ nancial institutions Deposits and other borrowings2 Payables and other liabilities Provisions and contingent liabilities Deferred tax liabilities Net assets Interest previously held Minority interests Net identiﬁ able assets acquired Cost of acquisition Cash paid Equity instruments issued as purchase consideration Loan receivable or other instruments existing on date of acquisition Direct costs relating to acquisitions Total cost of acquisitions Goodwill Consolidated Acquiree’s carrying amount $m Fair value $m 131 335 106 162 - 56 41 (2) (456) (331) (2) (7) 33 131 335 106 217 6 57 41 (4) (240) (348) (2) (17) 282 (23) (5) 254 252 99 179 6 536 282 1 Fair value excludes $31 million of previously recognised goodwill of the acquiree, now included in total goodwill. 2 Included in deposits and other borrowings of acquiree were loans payable and other debt instruments held by the Group prior to acquisition. On acquisition these instruments are no longer financial assets of the Group. They are treated as a cost of acquisition. The fair value of assets and liabilities acquired are based on discounted cash ﬂ ow models. No restructuring provisions were created. The acquired entities did not have signiﬁ cant contingent liabilities. Of the total amount of goodwill on acquisition of $282 million recognised by the Group, $264 million relates to ETrade Australia. Net cash consideration paid in acquisitions was as follows: Cash consideration paid and direct costs relating to acquisitions Less: Balances acquired of cash and equivalents Outﬂ ow of cash to acquire subsidiaries, net of cash acquired There were no material controlled entities acquired during the year ended 30 September 2006. Consolidated The Company 2007 $m 258 (55) 203 2006 $m – – – 2007 $m 229 (52) 177 2006 $m – – – 90 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 18: Shares in Controlled Entities, Associates and Joint Venture Entities (continued) DISPOSAL OF CONTROLLED ENTITIES On 31 October 2006, Fleet Partners Pty Limited and Truck Leasing Limited were sold. The gain before tax on disposal was $195 million (tax expense: nil). Net tangible assets on disposal were $144 million. Details of aggregate assets and liabilities of controlled entities disposed by the Group are as follows (the Company: nil): Net loans and advances Premises and equipment Other assets, including allocated goodwill Deposits and other borrowings Payables and other liabilities Provision for long-term employee beneﬁ ts Net assets disposed Cash consideration received Provisions for warranties and indemnities Gain on disposal Carrying amount $m 1,420 2 25 (1,239) (63) (1) 144 377 (38) 195 Net proceeds received resulting in cash inﬂ ow for the Group was as follows: Cash consideration received and direct costs relating to acquisitions Less: Balances of disposed cash and equivalents Inﬂ ow of cash from disposals, net of cash disposed There were no material controlled entities disposed of during the year ended 30 September 2006. Consolidated 2007 $m 377 – 377 2006 $m – – – The Company 2007 $m 2006 $m – – – – – – Financial Report 91 NOTES TO THE FINA NCIAL STATEMENTS 19: Deferred Tax Assets Deferred tax assets recognised in proﬁ t and loss Collective provision for impaired loans and advances Deferred fee revenue Provision for employee entitlements Other provisions Other Deferred tax assets recognised directly in equity Deﬁ ned beneﬁ t obligations Available-for-sale revaluation reserve Foreign currency translation reserve Set-off of deferred tax assets pursant to set-off provisions1 Net deferred tax assets Movements Restated balance 1 October Change on adoption of AIFRS Movements in temporary differences during the year Balance prior to set-off of deferred tax assets pursuant to set-off provisions1 Set-off of deferred tax assets pursuant to set-off provisions1 Closing balance at 30 September Deferred tax assets by geography Australia New Zealand Overseas Markets Net deferred tax assets Unrecognised deferred tax assets The following deferred tax assets will only be recognised if: assessable income is derived of a nature and an amount sufﬁ cient to enable the beneﬁ t to be realised the conditions for deductibility imposed by tax legislation are complied with; and no changes in tax legislation adversely affect the Group in realising the beneﬁ t. Unused realised tax losses (on revenue account) Unused realised capital losses Total unrecognised deferred tax assets Consolidated The Company 2007 $m 600 73 119 277 126 2006 $m 596 92 107 270 247 1,195 1,312 19 – – 19 67 2 3 72 (1,101) (1,131) 113 253 1,384 – (170) 1,214 (1,101) 1,389 64 (69) 1,384 (1,131) 113 253 2 6 105 113 4 85 164 253 2007 $m 429 55 86 198 9 777 21 – – 21 (711) 87 867 – (69) 798 (711) 87 9 – 78 87 2006 $m 417 70 75 182 56 800 66 1 – 67 (732) 135 806 41 20 867 (732) 135 – – 135 135 17 – 17 20 63 83 7 – 7 9 63 72 1 Deferred tax assets and liabilities are set-off where they relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities within the same taxable group. 92 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 20: Goodwill and Other Intangible Assets Goodwill Gross carrying amount Balance at start of year Additions through business combinations Derecognised on disposal Foreign currency exchange differences Balance at end of year1 Software and other intangible assets Gross carrying amount Balance at start of year Impact of adoption of AIFRS: AASB139 Additions Additions from internal developments Additions through business combinations Foreign currency exchange differences Impairment Balance at end of year Accumulated amortisation and impairment Balance at start of year Impact of adoption of AIFRS: AASB139 Amortisation expense2 (refer note 4) Foreign currency exchange differences Impairment Balance at end of year Net book value Balance at start of year Balance at end of year Goodwill, software and other intangible assets Net book value Balance at start of the year Balance at end of the year1 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 2,900 282 (6) (50) 3,015 2 – (117) 3,126 2,900 987 – 2 202 55 (1) (23) 1,222 550 – 128 (1) (6) 671 437 551 898 (38) 2 135 – (3) (7) 987 455 (23) 117 (1) 2 550 443 437 3,337 3,677 3,458 3,337 – – – – – 888 – 2 188 33 (1) (23) 1,087 469 – 113 – (6) 576 419 511 419 511 – – – – – 808 (38) 2 128 – – (12) 888 386 (23) 103 – 3 469 422 419 422 419 1 Excludes notional goodwill in equity accounted entities. 2 Comprises software amortisation expense of $122 million (September 2006: $114 million) and amortisation of other intangible assets $6 million (September 2006: $3 million). The Company comprises software amortisation expense of $109 million (September 2006: $100 million) and amortisation of other intangible assets $4 million (September 2006: $3 million). Goodwill allocated to cash-generating units The goodwill balance above largely comprises the goodwill purchased on acquisition of NBNZ Holdings Limited in December 2003. Discussion of the goodwill and impairment testing for the cash generating unit containing this goodwill is discussed in note 2(iv). Financial Report 93 Consolidated The Company 2007 $m 1,626 124 7 97 671 201 31 1,089 3,846 2006 $m 1,569 102 5 69 1,377 799 31 547 4,499 Consolidated 2007 $m 2006 $m 838 (204) 634 318 (193) 125 843 (503) 340 949 (720) 229 632 (195) 437 253 (158) 95 734 (467) 267 906 (688) 218 165 92 1,493 1,109 2007 $m 1,052 111 – 41 550 – 31 351 2,136 2006 $m 1,088 74 – 30 1,074 3 31 258 2,558 The Company 2007 $m 95 (37) 58 195 (106) 89 641 (361) 280 711 (540) 171 141 739 2006 $m 80 (36) 44 159 (93) 66 538 (332) 206 674 (505) 169 42 527 NOTES TO THE FINA NCIAL STATEMENTS 21: Other Assets Accrued interest/prepaid discounts Accrued commission Deﬁ ned beneﬁ t superannuation plan surplus (see note 46) Prepaid expenses Issued securities settlements Operating leases residual value Capitalised expenses Other Total other assets 22: Premises and Equipment Freehold and leasehold land and buildings At cost Depreciation Leasehold improvements At cost Amortisation Furniture and equipment At cost Depreciation Computer equipment At cost Depreciation Capital works in progress At cost Total premises and equipment 94 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 22: Premises and Equipment (continued) Reconciliations of the carrying amounts for each class of premises and equipment are set out below: Consolidated Freehold and leasehold land and buildings1 Carrying amount at beginning of year Additions Acquisitions Disposals Depreciation Foreign currency exchange difference Carrying amount at end of year Leasehold improvements Carrying amount at beginning of year Additions Acquisitions Disposals Amortisation Foreign currency exchange difference Carrying amount at end of year Furniture and equipment Carrying amount at beginning of year Additions Acquisitions Disposals Depreciation Foreign currency exchange difference Carrying amount at end of year Computer equipment Carrying amount at beginning of year Additions Acquisitions Disposals Depreciation Foreign currency exchange difference Carrying amount at end of year Capital works in progress Carrying amount at beginning of year Net additions Carrying amount at end of year Total premises and equipment 1 Includes integrals. 2007 $m 437 45 208 (29) (22) (5) 634 95 57 1 (4) (22) (2) 125 267 138 4 (10) (57) (2) 340 218 100 4 (4) (86) (3) 229 92 73 165 2006 $m 438 21 – (5) (15) (2) 437 90 26 – (5) (18) 2 95 246 72 – (3) (48) – 267 224 95 – (6) (94) (1) 218 56 36 92 1,493 1,109 The Company 2007 $m 2006 $m 44 21 – (1) (4) (2) 58 66 40 – (1) (16) – 89 206 121 4 (7) (44) – 280 169 66 4 (3) (65) – 171 42 99 141 739 43 4 – – (2) (1) 44 63 16 – (5) (12) 4 66 191 53 – (2) (36) – 206 171 73 – (5) (70) – 169 27 15 42 527 Financial Report 95 NOTES TO THE FINA NCIAL STATEMENTS 23: Due to Other Financial Institutions Australia New Zealand Overseas Markets Total due to other ﬁ nancial institutions 24: Deposits and Other Borrowings Consolidated The Company 2007 $m 6,970 1,744 9,272 2006 $m 6,656 2,448 5,014 2007 $m 4,980 – 9,130 2006 $m 6,654 – 4,998 17,986 14,118 14,110 11,652 Deposits and other borrowings are classiﬁ ed between Australia, New Zealand and Overseas Markets based on the location of the deposit taking point. Australia Certiﬁ cates of deposit Term deposits Other deposits bearing interest Deposits not bearing interest Commercial paper Borrowing corporations’ debt1 Other borrowings New Zealand Certiﬁ cates of deposit Term deposits Other deposits bearing interest Deposits not bearing interest Commercial paper Borrowing corporations’ debt2 Overseas Markets Certiﬁ cates of deposit Term deposits Other deposits bearing interest Deposits not bearing interest Commercial paper Other borrowings Total deposits and other borrowings Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 23,807 32,417 76,141 4,825 8,912 8,575 537 16,650 26,219 61,245 4,749 8,092 8,843 458 23,807 33,530 76,141 4,825 5,647 – 511 16,650 27,206 61,245 4,749 3,842 – 458 155,214 126,256 144,461 114,150 3,819 24,906 17,793 4,092 8,002 1,534 3,428 22,812 17,467 3,605 6,028 1,813 60,146 55,153 4,277 12,277 1,604 1,226 – 129 3,170 10,329 1,538 1,182 6,630 536 – – – – – – – – – – – – – – 4,142 10,906 915 737 – 34 3,117 9,165 1,062 788 – 39 19,513 23,385 16,734 14,171 234,873 204,794 161,195 128,321 1 Included in this balance is debenture stock of controlled entities. $8 billion of debenture stock of the consolidated subsidiary company Esanda Finance Corporation Limited (Esanda), together with accrued interest thereon, is secured by a trust deed and collateral debentures, giving floating charges upon the undertaking and all the assets of the entity other than land and buildings ($13.6 billion). All controlled entities of Esanda (except for some controlled entities which have been placed or are expected to be placed in voluntary de-registration and have minimal book value) have guaranteed the payment of principal, interest and other monies in relation to all debenture stock and unsecured notes issued by Esanda. The only loans pledged as collateral are those in Esanda and its subsidiaries. 2 This balance represents NZD1.8 billion of secured debenture stock of the consolidated subsidiary UDC Finance Limited (UDC) and the accrued interest thereon which are secured by a floating charge over all tangible assets of UDC and its subsidiaries (NZD2.1 billion). 96 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 25: Income Tax Liabilities Australia Current tax payable Deferred tax liabilities New Zealand Current tax payable Deferred tax liabilities Overseas Markets Current tax payable Deferred tax liabilities Total current and deferred income tax liability Total current tax payable Deferred tax liabilities recognised in proﬁ t and loss Lease Finance Treasury instruments Capitalised expenses Other Deferred tax liabilities recognised directly in equity Cash ﬂ ow hedges Foreign currency translation reserve Available-for-sale revaluation reserve Set-off of deferred tax liabilities pursuant to set-off provisions1 Net deferred tax liability Movements Restated balance at 1 October Change on adoption of AIFRS Movements in temporary differences during the year Balance prior to set-off of deferred tax liabilities pursuant to set-off provisions1 Set-off of deferred tax liabilities pursuant to set-off provisions1 Closing Balance at 30 September Unrecognised deferred tax liabilities2 The following deferred tax liabilities have not been brought to account as liabilities: Other unrealised taxable temporary differences Total unrecognised deferred tax liabilities Consolidated The Company 2007 $m 615 20 635 (160) – (160) 13 115 128 603 468 217 148 130 609 2006 $m 700 155 855 (163) – (163) 32 98 130 822 569 252 385 131 576 1,104 1,344 66 21 45 132 40 – – 40 (1,101) (1,131) 135 253 1,384 – (148) 1,236 (1,101) 1,602 25 (243) 1,384 (1,131) 135 253 46 46 33 33 2007 $m 610 – 610 – – – (23) 103 80 690 587 80 157 46 452 735 34 – 45 79 (711) 103 999 – (185) 814 (711) 103 – – 2006 $m 698 180 878 – – – 3 87 90 968 701 82 388 44 465 979 20 – – 20 (732) 267 1,211 (49) (163) 999 (732) 267 – – 1 Deferred tax assets and liabilities are set-off where they relate to income tax levied by the same taxation authority on either the same taxable entity or different taxable entities within the same taxable group. 2 Represents additional potential foreign tax costs should all retained earnings in offshore subsidiaries be repatriated. 26: Payables and Other Liabilities Creditors Accrued interest and unearned discounts Deﬁ ned beneﬁ t plan obligations (see note 46) Accrued charges Security settlements Other liabilities Total payables and other liabilities Consolidated The Company 2007 $m 5,021 2,809 75 619 590 1,393 2006 $m 4,282 2,488 229 604 1,236 1,840 10,507 10,679 2007 $m 4,431 2,001 75 413 588 879 8,387 2006 $m 4,030 1,832 229 392 1,104 1,236 8,823 Financial Report 97 NOTES TO THE FINA NCIAL STATEMENTS 27: Provisions Employee entitlements1 Restructuring costs and surplus leased space2 Non-lending losses, frauds and forgeries3 Other4 Total provisions Consolidated The Company 2007 $m 400 37 186 398 1,021 2006 $m 366 74 187 330 957 2007 $m 299 32 138 241 710 2006 $m 267 61 125 235 688 Reconciliations of the carrying amounts of each class of provision, except for employee entitlements, are set out below: Restructuring costs and surplus leased space2 Carrying amount at beginning of the year Provision made during the year Payments made during the year Transfer/release of provision Adjustment for exchange rate ﬂ uctuations Carrying amount at the end of the year Non-lending losses, frauds and forgeries3 Carrying amount at beginning of the year Provision made during the year Transfer of provision Release of provision Carrying amount at the end of the year Other provisions4 Carrying amount at beginning of the year Provision made during the year Payments made during the year Transfer/release of provision Adjustment for exchange rate ﬂ uctuations Carrying amount at the end of the year Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 74 43 (44) (36) – 37 187 79 (14) (66) 186 330 335 (204) (63) – 398 77 51 (43) (10) (1) 74 184 52 (19) (30) 187 293 235 (161) (37) – 330 61 40 (34) (35) – 32 125 69 (16) (40) 138 235 253 (197) (50) – 241 57 41 (33) (4) – 61 136 17 (3) (25) 125 197 197 (137) (23) 1 235 1 The aggregate liability for employee benefits largely comprises employee entitlements provisions for annual leave and long service leave. 2 Restructuring costs and surplus leased space provisions arise from exit activities related to material changes in the scope of business undertaken by the Group or the manner in which that business is undertaken and includes termination benefits. Costs related to on-going activities are not provided for. Provision is made when the Group is demonstrably committed, it is probable that the costs will be incurred, though their timing is uncertain, and the costs can be reliably estimated. 3 Non-lending losses, frauds and forgeries provisions arise from inadequate or failed internal processes and systems, or from external events. 4 Other provisions comprise various other provisions including loyalty programs, workers’ compensation and make-good provisions on leased premises. 28: Bonds and Notes Bonds and notes by currency USD GBP AUD NZD JPY EUR HKD CHF CAD NOK SGD CZK United States dollars Great British pounds Australian dollars New Zealand dollars Japanese yen Euro Hong Kong dollars Swiss francs Canadian dollars Norwegian krone Singapore dollars Czech koruna Total bonds and notes 98 ANZ Annual Report 2007 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 20,306 7,963 1,300 1,546 1,395 13,664 3,301 2,562 1,911 - 51 76 16,957 6,528 1,371 1,350 787 14,821 3,153 2,216 2,631 85 73 78 14,570 6,264 1,300 379 1,307 11,816 2,921 2,562 1,911 - 51 76 11,004 5,423 1,371 303 685 13,337 2,633 2,216 2,631 85 73 78 54,075 50,050 43,157 39,839 NOTES TO THE FINA NCIAL STATEMENTS 29: Loan Capital Hybrid loan capital (subordinated) ANZ Stapled Exchangeable Preferred Securities (ANZ StEPS)1 US Trust Securities USD 350m non-cumulative trust securities due 2053 USD 750m non-cumulative trust securities due 2053 UK Stapled Securities Interest rate % Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m BBSW + 1.00 1,000 1,000 1,000 1,000 4.484 5.36 6.54 397 851 1,033 3,281 468 1,003 – 2,471 397 851 1,033 3,281 468 1,003 – 2,471 Perpetual subordinated notes 300m USD 350m AUD ﬂ oating rate notes ﬂ oating rate notes LIBOR + 0.15 BBSW + ﬂ oating margin LIBOR + 0.50 LIBOR + 0.50 LIBOR + 0.50 LIBOR + 0.55 LIBOR + 0.53 BBSW + 0.29 6.75 BBSW + 0.57 7.04 7.61 7.40 LIBOR + 0.55 6.46 EURIBOR + 0.375 BBSW + 0.41 6.50 LIBOR + 0.20 6.00 5.625 4.45 LIBOR + 0.21 6.25 BBSW + 0.22 4.75 7.16 6.50 BBSW + 0.24 7.30 BBSW + 0.4 6.38 7.60 8.23 4.75 Subordinated notes4 USD JPY USD JPY USD AUD AUD AUD NZD NZD NZD USD NZD EUR AUD AUD USD AUD GBP EUR USD AUD AUD GBP NZD AUD AUD AUD AUD GBP NZD NZD GBP 1.8m 192.8m 4.1m 236.2m 79m 400m 400m 100m 300m 125m 125m 550m 100m 300m 380m 350m 400m 300m 200m 500m 250m 300m 300m 250m 350m 350m 350m 100m 100m 175m 250m 350m 400m ﬂ oating rate notes due 2007 ﬂ oating rate notes due 2007 ﬂ oating rate notes due 2008 ﬂ oating rate notes due 2008 ﬂ oating rate notes due 2008 ﬂ oating rate notes due 2010 ﬁ xed notes due 20123 ﬂ oating rate notes due 20122 ﬁ xed notes due 20122 ﬁ xed notes due 20122 ﬁ xed notes due 20122 ﬂ oating rate notes due 20132 ﬁ xed notes due 20132 ﬂ oating rate notes due 20132 ﬂ oating rate notes due 20142 ﬁ xed notes due 20143 ﬂ oating rate notes due 20152 ﬁ xed notes due 20153 ﬁ xed notes due 20152 ﬁ xed notes due 20153 ﬂ oating rate notes due 2016 ﬁ xed notes due 20163 ﬂ oating rate notes due 20162 ﬁ xed notes due 20163 ﬁ xed notes due 20163 ﬁ xed notes due 2017 ﬂ oating rate notes due 2017 ﬁ xed notes due 2017 ﬂ oating rate notes due 2017 ﬁ xed notes due 2017 ﬁ xed notes due 2017 ﬁ xed notes due 2017 ﬁ xed notes due 20183 Total loan capital Loan capital by currency AUD NZD USD GBP EUR JPY Australian dollars New Zealand dollars United States dollars Great British pounds Euro Japanese yen 340 350 690 2 2 5 2 90 400 – – – – – 624 86 482 380 350 454 289 452 798 283 298 300 552 299 349 350 100 100 400 214 299 853 401 – 401 6 3 8 5 106 400 400 100 263 109 109 735 88 510 380 350 535 295 506 861 – 298 300 613 306 – – – – – – – 968 340 350 690 2 2 5 2 90 400 – – – – – 624 – 482 380 350 454 289 452 798 283 298 300 552 – 349 350 100 100 400 – – 853 401 – 401 6 3 8 5 106 400 400 100 – – – 735 – 510 380 350 535 295 506 861 – 298 300 613 – – – – – – – – 968 8,813 8,254 7,915 7,379 12,784 11,126 11,886 10,251 4,266 898 3,046 3,290 1,280 4 3,523 875 3,262 2,087 1,371 8 4,266 – 3,046 3,290 1,280 4 3,523 – 3,262 2,087 1,371 8 12,784 11,126 11,886 10,251 1 On 23 September 2008 the margin of 1.00% can be reduced if the security is not redeemed or converted. 2 Callable five years prior to maturity. 3 Callable five years prior to maturity and reverts to floating rate if not called. 4 Included within the carrying amount are, where appropriate, revaluations of the loan capital associated with fair value hedge accounting or an election to fair value the note through the income statement. Loan capital is subordinated in right of payment to the claims of depositors and all other creditors of the Company and its controlled entities which have issued the notes. The loan capital, except for the ANZ StEPS, US Trust Securities and UK Stapled Securities constitutes Tier 2 capital as defined by APRA for capital adequacy purposes. ANZ StEPS and US Trust Securities constitute Tier 1 capital, as defined by APRA, for capital adequacy purposes. UK Stapled Securities constitutes non-innovative Tier 1 capital, as defined by APRA, for capital adequacy purposes. Financial Report 99 NOTES TO THE FINA NCIAL STATEMENTS 29: Loan Capital (continued) ANZ STAPLED EXCHANGEABLE PREFERRED SECURITIES (ANZ STEPS) On 23 September 2003, the Company issued 10 million ANZ StEPS at $100 each pursuant to a prospectus dated 14 August 2003 raising $1 billion (excluding issue costs of $13 million: net raising $987 million). ANZ StEPS comprise two fully paid securities – an interest paying unsecured note (issued by ANZ Holdings (New Zealand) Limited, a New Zealand subsidiary of the Company) stapled to a fully paid $100 preference share (issued by the Company). Distributions on ANZ StEPS are non- cumulative and are payable quarterly in arrears based upon a ﬂ oating distribution rate equal to the 90 day bank bill rate plus a 100 basis point margin. At each payment date the 90 day bank bill rate is reset for the next quarter. Distributions are subject to certain payment tests (i.e. APRA requirements and distributable proﬁ ts being available) and the basis for their calculation may change on any reset date. Distributions are expected to be payable on 15 March, 15 June, 15 September and 15 December of each year. Dividends are not payable on the preference share while it is stapled to the note. If distributions are not paid on ANZ StEPS, the Group may not pay dividends or distributions, or return capital on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component. On any reset date, ANZ may change certain terms (subject to certain restrictions) including the next reset date, market reset (from ﬂ oating rate to a ﬁ xed rate, or vice versa), margin and the frequency and timing of the distribution payment dates. The ﬁ rst reset date is 15 September 2008. Holders of ANZ StEPS can require exchange on any reset date or earlier if certain speciﬁ ed events occur. On exchange, a holder will receive (at the Company’s discretion) either $100 cash for each ANZ StEPS exchanged or a variable number of ordinary shares calculated in accordance with a conversion ratio based on $100 divided by the market price of ordinary shares at the date of conversion less 2.5%. In certain circumstances, the Company may also require exchange other than on a reset date. Upon the occurrence of an assignment event, ANZ StEPS becomes unstapled. In this case, the note will be assigned to a subsidiary of the company, however, the holder will retain the preference share and the rights to exchange the preference share. 100 ANZ Annual Report 2007 The preference shares forming part of ANZ StEPS rank equally with the preference shares issued in connection with US Trust Securities, UK Stapled Securities and Euro Trust Securities in all respects. Except in certain limited circumstances, holders of ANZ StEPS do not have any right to vote in general meetings of the Company. On a winding up of the Company, the rights of ANZ StEPS holders will be determined by the preference share component of ANZ StEPS. Those preference shares rank behind all depositors and creditors, but ahead of ordinary shareholders. ANZ StEPS qualify as Innovative Tier 1 capital as deﬁ ned by APRA. US TRUST SECURITIES On 27 November 2003, the Company issued 1.1 million USD non-cumulative Trust Securities (“US Trust Securities”) at USD1000 each pursuant to offering memorandum dated 19 November 2003 raising USD1.1 billion. US Trust Securities comprise two fully paid securities – an interest paying unsecured note (issued by Samson Funding Limited, a wholly owned NZ subsidiary of the Company) and a fully paid USD1,000 preference share (issued by the Company), which are stapled together and issued as a US Trust Security by ANZ Capital Trust I or ANZ Capital Trust II (the “Trusts”). Investors have the option to redeem the US Trust Security from the Trusts and hold the underlying stapled security. The issue was made in two tranches: USD350 million tranche with a coupon of 4.48% and was issued through ANZ Capital Trust I. After 15 January 2010 and at any coupon date thereafter, ANZ has the discretion to redeem the US Trust Security for cash. If it does not exercise this discretion, the investor is entitled to require ANZ to exchange the US Trust Security into a number of ordinary shares based on the formula in the offering memorandum. USD750 million tranche with a coupon of 5.36% and was issued through ANZ Capital Trust II. It has the same conversion features as the USD350 million tranche but from 15 December 2013. Distributions on US Trust Securities are non-cumulative and are payable half yearly in arrears and are funded by payments received by the respective Trusts on the underlying note. Distributions are subject to certain payment tests (i.e. APRA requirements and distributable proﬁ ts being available). Distributions are expected to be payable on 15 June and 15 December of each year. Dividends are not payable on the preference share while it is stapled to the note. If distributions are not paid on the US Trust Securities, the Group may not pay dividends or distributions, or return capital on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component. At any time in the Company’s discretion or upon the occurrence of certain other “conversion events”, such as the failure of the respective Trust to pay in full a distribution within seven business days of the relevant distribution payment date, the notes that are represented by the relevant US Trust Securities will be automatically assigned to a subsidiary of the Company and the preference shares that are represented by the relevant US Trust Securities will be distributed to investors in redemption of such US Trust Securities. The distributed preference shares will immediately become dividend paying and holders will receive non-cumulative dividends equivalent to the scheduled payments in respect of the US Trust Securities for which the preference shares were distributed. If the US Trust Securities are not redeemed or bought back prior to the 15 December 2053, they will be converted into preference shares, which in turn will be mandatorily converted into a variable number of ordinary shares based upon the formula in the offering memorandum. The preference shares forming part of the US Trust Securities rank equal to the preference shares issued in connection with the ANZ StEPS, UK Stapled Securities and Euro Trust Securities in all respects. Except in limited circumstances, holders of US Trust Securities do not have any right to vote in general meetings of the Company. On winding up of the Company, the rights of US Trust Security holders will be determined by the preference share component of US Trust Security. These preference shares rank behind all depositors and creditors, but ahead of ordinary shareholders. The US Trust Securities qualify as Innovative Tier 1 capital as deﬁ ned by APRA. NOTES TO THE FINA NCIAL STATEMENTS As noted above, in a winding up of the Company, the note component of the UK Stapled Security will be assigned to the Company and the holder will retain only the preference share component of the UK Stapled Security. Accordingly, the rights of investors in UK Stapled Securities in a winding up of the Company are the rights conferred by the preference share component of UK Stapled Securities. These preference shares rank behind all depositors and creditors, but ahead of ordinary shareholders. The UK Stapled Securities qualify as Non- Innovative Tier 1 capital as deﬁ ned by APRA. 29: Loan Capital (continued) UK STAPLED SECURITIES On 15 June 2007, the Company issued 9,000 non-cumulative, mandatory convertible stapled securities (“UK Stapled Securities”) at £50,000 each pursuant to a prospectus dated 12 June 2007 raising £450 million. UK Stapled Securities comprise two fully paid securities – an interest paying unsecured subordinated £50,000 note issued by the Company through its New York Branch and a £50,000 preference share issued by the Company, which are stapled together. Distributions on UK Stapled Securities are non-cumulative and are payable half yearly in arrears at a ﬁ xed rate of 6.54% (until converted into ordinary shares or the rate is reset as provided in the prospectus). Distributions are subject to certain payment tests (including APRA requirements and distributable proﬁ ts being available). Distributions are expected to be payable on 15 June and 15 December of each year. Dividends are not payable on a preference share while it is stapled to a note. If distributions are not paid on UK Stapled Securities, the Group may not pay dividends or distributions, or return capital, on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component. At any time in the Company’s discretion or upon the occurrence of certain other events, such as the commencement of proceedings for the winding up of the Company, the note component of the UK Stapled Security will be assigned to the Company and the holder will retain only the preference share component of the UK Stapled Security. On 15 June 2012 (“conversion date”), or an earlier date under certain circumstances, UK Stapled Securities will mandatorily convert into a variable number of ordinary shares in the Company determined in accordance with the formula in the prospectus. The mandatory conversion to ordinary shares is however deferred for ﬁ ve years if the conversion tests set out in the prospectus are not met. The preference shares forming part of the UK Stapled Securities rank equally with the preference shares issued in connection with ANZ StEPS, US Trust Securities and Euro Trust Securities. Except in limited circumstances, holders of UK Stapled Securities do not have any right to vote in general meetings of the Company. Financial Report 101 NOTES TO THE FINA NCIAL STATEMENTS 30: Share Capital Number of issued shares Ordinary shares each fully paid Preference shares each fully paid Total number of issued shares The Company 2007 2006 1,864,678,820 500,000 1,836,572,115 500,000 1,865,178,820 1,837,072,115 ORDINARY SHARES Ordinary shares have no par value and entitle holders to receive dividends payable to ordinary shareholders and to participate in the proceeds available to ordinary shareholders on winding up of the Company in proportion to the number of the shares held. On a show of hands every holder of fully paid ordinary shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll one vote for each share held. Number of issued shares Balance at start of year Bonus option plan1 Dividend reinvestment plan1 ANZ employee share acquisition plan2 ANZ share option plan2 Consideration for purchase of ETrade Australia Share capital buyback Balance at end of year Ordinary share capital Balance at start of year Dividend reinvestment plan1 ANZ employee share acquisition plan2 Consideration for purchase of ETrade Australia ANZ share option plan2 Treasury shares3 Share Capital buyback Balance at end of year 1 Refer to note 7 for details of plan. 2 Refer to note 47 for details of plan. 3 As at 30 September 2007, there were 1,313,392 treasury shares outstanding. The Company 2007 2006 1,836,572,115 1,729,427 15,234,694 – 7,840,564 3,302,020 – 1,826,449,480 1,384,144 6,585,302 1,590,457 6,654,818 – (6,092,086) 1,864,678,820 1,836,572,115 Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 8,271 442 57 99 132 (55) – 8,053 165 90 – 109 – (146) 8,271 442 57 99 132 (55) – 8,053 165 90 – 109 – (146) 8,946 8,271 8,946 8,271 102 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 30: Share Capital (continued) PREFERENCE SHARES Euro Trust Securities On 13 December 2004, the Company issued 500,000 Euro Floating Rate Non-cumulative Trust Securities (“Euro Trust Securities”) at €1000 each pursuant to the offering circular dated 9 December 2004, raising $871 million (at the spot rate at the date of issue, net of issue costs). Euro Trust Securities comprise two fully paid securities – an interest paying unsecured note (issued by ANZ Jackson Funding PLC, a United Kingdom subsidiary of the Company) and a fully paid, €1000 preference share (issued by the Company), which are stapled together and issued as a Euro Trust Security by ANZ Capital Trust III (the Trust). Investors have the option to redeem the Euro Trust Security from the Trust and hold the underlying stapled security. Distributions on Euro Trust Securities are non-cumulative and are payable quarterly in arrears and are funded by payments received by the Trust on the underlying note and/or preference share. The distribution is based upon a ﬂ oating distribution rate equal to the 3 month EURIBOR rate plus a 66 basis point margin up until 15 December 2014, after which date the distribution rate is the 3 month EURIBOR rate plus a 166 basis point margin. At each payment date the 3 month EURIBOR rate is reset for the next quarter. Distributions are subject to certain payment tests (i.e. APRA requirements and distributable proﬁ ts being available). Distributions are expected to be payable on 15 March, 15 June, 15 September and 15 December of each year. Dividends are not payable on the preference shares while they are stapled to the note, except for the period after 15 December 2014 when the preference share will pay 100 basis points to fund the increase in the margin. If distributions are not paid on Euro Trust Securities, the Group may not pay dividends or distributions, or return capital on ANZ ordinary shares or any other share capital or security ranking equal or junior to the preference share component. At any time at ANZ’s discretion or upon the occurrence of certain other “conversion events”, such as the failure of the Trust to pay in full a distribution within seven business days of the relevant distribution payment date or the business day prior to 15 December 2053, the notes that are represented by the relevant Euro Trust Securities will be automatically assigned to a Branch of the Company and the ﬁ xed number of preference shares that are represented by the relevant Euro Trust Securities will be distributed to investors in redemption of such Euro Trust Securities. The distributed preference shares will immediately become dividend paying and holders will receive non-cumulative dividends equivalent to the scheduled payments in respect of the Euro Trust Securities for which the preference shares were distributed. The preference shares forming part of the Euro Trust Security rank equal to the preference shares issued in connection with the ANZ StEPS, US Trust Securities and UK Stapled Securities in all respects. Except in limited circumstances, holders of Euro Trust Securities do not have any right to vote in general meetings of the Company. On winding up of the Company, the rights of Euro Trust Security holders will be determined by the preference share component of the Euro Trust Security. These preference shares rank behind all depositors and creditors, but ahead of ordinary shareholders. The transaction costs arising on the issue of these instruments were recognised directly in equity as a reduction to the proceeds of the equity instruments to which the costs relate. Euro Trust Securities qualify as Innovative Tier 1 Capital as deﬁ ned by APRA. Preference share balance at start of year - Euro Trust Securities - ANZ StEPS1 Less ANZ StEPS securities reclassiﬁ ed under AIFRS1 Adjusted preference share balance at start of year Preference share balance at end of year - Euro Trust Securities 1 Under AIFRS, ANZ StEPS securities are now classified as loan capital (refer note 29). Consolidated The Company 2007 $m 871 – 871 – 871 2006 $m 871 987 1,858 (987) 871 2007 $m 871 – 871 – 871 2006 $m 871 987 1,858 (987) 871 871 871 871 871 Financial Report 103 NOTES TO THE FINA NCIAL STATEMENTS 31: Reserves and Retained Earnings a) Foreign currency translation reserve Balance at beginning of year Currency translation adjustments, net of hedges after tax Total foreign currency translation reserve b) Share option reserve1 Balance at beginning of year Share-based payments Transfer (to) retained earnings3 Total share option reserve c) Available-for-sale revaluation reserve Balance at start of year Adjustments on adoption of accounting policies speciﬁ ed by AASB 132 and AASB 139 Restated balance at beginning of year Valuation gain recognised after tax Cumulative (gain) transferred to the income statement on sale of ﬁ nancial assets Total available-for-sale revaluation reserve d) Hedging reserve Balance at start of year Adjustments on adoption of accounting policies speciﬁ ed by AASB 132 and AASB 139 Adjustment on adoption of AASB 2005-12 Restated balance at beginning of year Gain/(loss) recognised after tax Transfer (to) income statement Total hedging reserve e) General reserve Balance at start of year Transfer (to) retained earnings3 Total general reserve f) Capital reserve Balance at start of year Transfer (to) retained earnings3 Total capital reserve Total reserves Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m (646) (563) (1,209) (443) (203) (646) 63 7 – 70 2 – 2 109 (14) 97 227 – (141) 86 74 (7) 153 – – – – – – 67 (3) (1) 63 n/a (10) (10) 20 (8) 2 n/a 162 – 162 121 (56) 227 181 (181) – 149 (149) – (116) (291) (407) 63 7 – 70 (3) – (3) 100 (4) 93 40 – – 40 40 – 80 – – – – – – (213) 97 (116) 67 (3) (1) 63 n/a (11) (11) 15 (7) (3) n/a 11 – 11 36 (7) 40 11 (11) – – – – (889) (354) (164) (16) 1 Further information about share based payments to employees is disclosed in note 47 to the financial statements. 2 Under the provisions of AASB 2005-1, hedge accounting is not available for the NZ revenue hedges, effective 1 October 2006 (refer note 1(viii)). 3 The transfer of balances from the share option, general and capital reserves to retained earnings represent items of a distributable nature. 104 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 31: Reserves and Retained Earnings (continued) Retained earnings Restated balance at start of year Adjustment on adoption of accounting policies speciﬁ ed by AASB 4, AASB 132 and AASB 1394 Adjustment on adoption of AASB 2005-12 Restated balance at beginning of year Proﬁ t attributable to shareholders of the Company Transfers from reserves Actuarial gain/(loss) on deﬁ ned beneﬁ t plans after tax5 Ordinary share dividends paid Preference share dividends paid Retained earnings at end of year Total reserves and retained earnings Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 11,084 9,646 8,173 7,310 – 141 11,225 4,180 – 77 (2,363) (37) (431) – 9,215 3,688 331 (55) (2,068) (27) 13,082 11,084 12,193 10,730 – – 8,173 3,551 – 75 (2,363) – 9,436 9,272 (201) – 7,109 3,174 12 (54) (2,068) – 8,173 8,157 1 Further information about share based payments to employees is disclosed in note 47 to the financial statements. 2 Under the provisions of AASB 2005-1, hedge accounting is not available for the NZ revenue hedges, effective 1 October 2006 (refer note 1(viii)). 3 The transfer of balances from the share option, general and capital reserves to retained earnings represent items of a distributable nature. 4 Comprises: - Remeasurement of the carrying value of the Group’s investment in INGA as at 1 October 2005 - Adjustment in respect of hedging derivative financial instruments as at 1 October 2005 - Recognition of the fair value of derivatives relating to securitisation and structured finance transactions as at 1 October 2005 - Deferral of previously recognised fees now treated as an adjustment to yield on 1 October 2005 - Restatement of credit loss provisions to an AIFRS basis. 5 ANZ has taken the option available under AASB 119 to recognise actuarial gains/losses on defined benefit superannuation plans directly in retained profits (refer note 1(xx) and note 46). a) Foreign currency translation reserve The translation reserve comprises exchange differences, net of hedges, arising on translation of the ﬁ nancial statements of foreign operations, as described in note 1(iii). When a foreign operation is sold, attributable exchange differences are recognised in the Income Statement. b) Share option reserve The share option reserve arises on the grant of share options to selected employees under the ANZ share option plan. Amounts are transferred out of the reserve and into share capital when the options are exercised. Refer to note 1(xx). c) Available-for-sale revaluation reserve Changes in the fair value and exchange differences on the revaluation of available-for-sale ﬁ nancial assets are taken to the available-for-sale revaluation reserve. Where a revalued available-for-sale ﬁ nancial asset is sold, that portion of the reserve which relates to that ﬁ nancial asset, is realised and recognised in the Income Statement. Where the available-for-sale ﬁ nancial asset is impaired, that portion of the reserve which relates to that asset is recognised in the Income Statement. Refer to note 1(ix). d) Hedging reserve The hedging reserve represents hedging gains and losses recognised on the effective portion of cashﬂ ow hedges. The cumulative deferred gain or loss on the hedge is recognised in the Income Statement when the hedged transaction impacts the Income Statement. Refer to note 1(viii). e) General reserve and f) Capital reserve The transfer of balances from the general and capital reserves to retained earnings represent items of a distributable nature. 32: Minority Interests Share capital Retained proﬁ ts Total minority interests Consolidated 2007 $m 16 22 38 2006 $m 14 20 34 Financial Report 105 NOTES TO THE FINA NCIAL STATEMENTS 33: Average Balance Sheet and Related Interest Averages used in the following table are predominantly daily averages. Interest income ﬁ gures are presented on a tax-equivalent basis. Impaired loans are included under the interest earning asset category ‘loans and advances’. Intragroup interest earning assets and interest bearing liabilities are treated as external assets and liabilities for the geographic segments. Interest earning assets Due from other ﬁ nancial institutions Australia New Zealand Overseas Markets Trading and available-for-sale assets Australia New Zealand Overseas Markets Loans and advances Australia New Zealand Overseas Markets Customers’ liability for acceptances Australia Overseas Markets Other assets Australia New Zealand Overseas Markets Intragroup assets Australia Overseas Markets Intragroup elimination Non-interest earning assets Derivative ﬁ nancial instruments Australia New Zealand Overseas Markets Premises and equipment Other assets Provision for credit impairment Australia New Zealand Overseas Markets Total average assets Total average assets Australia New Zealand Overseas Markets Intragroup elimination % of total average assets attributable to overseas activities 106 ANZ Annual Report 2007 Average balance $m 2,011 1,598 4,987 18,164 2,701 3,904 2007 Interest $m 113 111 264 1,157 212 215 188,582 73,426 10,387 14,752 6,536 761 13,852 293 1,054 18 4,794 5,054 3,608 2,910 4,043 355 404 258 232 228 Average rate % Average balance $m 2006 Interest $m Average rate % 5.6 6.9 5.3 6.4 7.8 5.5 7.8 8.9 7.3 7.6 6.1 7.4 8.0 7.2 8.0 5.6 1,442 2,236 4,061 15,957 2,459 2,883 71 146 190 946 182 134 170,576 65,203 9,538 12,478 5,653 671 13,786 216 3,833 4,361 4,155 – 11,501 958 11 317 283 261 – 559 4.9 6.5 4.7 5.9 7.4 4.6 7.3 8.7 7.0 6.9 5.1 8.3 6.5 6.3 – 4.9 340,314 26,670 (6,953) (460) 312,207 22,860 (11,501) (559) 333,361 26,210 7.9 300,706 22,301 7.4 12,708 3,227 667 1,318 14,319 (1,688) (412) (167) 29,972 363,333 249,686 89,969 30,631 370,286 (6,953) 363,333 32.1% 9,600 2,593 (579) 1,074 12,696 (1,567) (419) (191) 23,207 323,913 220,710 81,072 33,632 335,414 (11,501) 323,913 31.9% NOTES TO THE FINA NCIAL STATEMENTS 33: Average Balance Sheet and Related Interest (continued) Interest bearing liabilities Time deposits Australia New Zealand Overseas Markets Savings deposits Australia New Zealand Overseas Markets Other demand deposits Australia New Zealand Overseas Markets Due to other ﬁ nancial institutions Australia New Zealand Overseas Markets Commercial paper Australia New Zealand Overseas Markets Borrowing corporations’ debt Australia New Zealand Liability for acceptances Australia Overseas Markets Loan capital, bonds and notes Australia New Zealand Overseas Markets Other liabilities1 Australia New Zealand Overseas Markets Intragroup liabilities Australia New Zealand Average balance $m 49,000 28,279 15,122 16,536 2,520 504 47,837 15,938 1,166 6,787 1,838 6,724 9,981 6,566 926 8,752 1,722 13,852 293 55,577 11,841 311 5,234 132 421 – 6,953 2007 Interest $m 3,071 2,096 781 597 82 4 2,466 997 29 410 105 357 636 525 49 544 127 898 17 3,651 958 19 355 96 38 – 460 Average rate % Average balance $m 6.3 7.4 5.2 3.6 3.3 0.8 5.2 6.3 2.5 6.0 5.7 5.3 6.4 8.0 5.3 6.2 7.4 6.5 5.8 6.6 8.1 6.1 n/a n/a n/a – 6.6 42,907 26,064 13,699 15,087 2,981 566 38,935 12,452 1,003 4,151 1,961 5,965 10,858 6,315 7,373 9,117 1,863 13,786 216 45,244 9,293 135 5,122 149 510 5,146 6,355 2006 Interest $m 2,445 1,822 646 480 124 10 1,751 700 22 223 107 306 637 470 333 522 130 799 10 2,677 703 7 304 94 36 169 390 Average rate % 5.7 7.0 4.7 3.2 4.2 1.8 4.5 5.6 2.2 5.4 5.5 5.1 5.9 7.4 4.5 5.7 7.0 5.8 4.6 5.9 7.6 5.2 n/a n/a n/a 3.3 6.1 Intragroup elimination (6,953) (460) (11,501) (559) 314,812 19,368 287,253 15,917 307,859 18,908 6.1 275,752 15,358 5.6 1 Includes foreign exchange swap costs. Financial Report 107 2007 Average balance $m 2006 Average balance $m 4,734 3,829 1,220 11,719 2,882 (494) 4,412 3,883 1,123 8,642 2,663 (635) 10,855 9,457 34,745 29,545 342,604 305,297 237,762 84,176 27,619 210,364 75,331 31,103 349,557 316,798 (6,953) (11,501) 342,604 305,297 30.6% 32.8% 19,858 871 17,745 871 20,729 18,616 363,333 323,913 NOTES TO THE FINA NCIAL STATEMENTS 33: Average Balance Sheet and Related Interest (continued) Non-interest bearing liabilities Deposits Australia New Zealand Overseas Markets Derivative ﬁ nancial instruments Australia New Zealand Overseas Markets Other liabilities Total average liabilities Total average liabilities Australia New Zealand Overseas Markets Intragroup elimination % of total average liabilities attributable to overseas activities Total average shareholders’ equity Ordinary share capital1 Preference share capital Total average liabilities and shareholders’ equity 1 Includes reserves and retained earnings. 108 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 34: Interest Spreads and Net Interest Average Margins Net interest income1 Australia New Zealand Overseas Markets Average interest earning assets Australia New Zealand Overseas Markets Intragroup elimination Gross earnings rate2 Australia New Zealand Overseas Markets Group Interest spreads and net interest average margins may be analysed as follows Australia Gross interest spread Interest foregone on impaired assets3 Net interest spread Interest attributable to net non-interest bearing items Net interest average margin – Australia New Zealand Gross interest spread Interest foregone on impaired assets3 Net interest spread Interest attributable to net non-interest bearing items Net interest average margin – New Zealand Overseas Markets Gross interest spread Interest foregone on impaired assets3 Net interest spread Interest attributable to net non-interest bearing items Net interest average margin – Overseas Markets Group Gross interest spread Interest foregone on impaired assets3 Net interest spread Interest attributable to net non-interest bearing items Net interest average margin – Group 1 On a tax equivalent basis. 2 Average interest rate received on interest earning assets. Overseas Markets includes intragroup assets. 3 Refer note 15. 2007 $m 2006 $m 5,036 1,817 449 7,302 4,763 1,724 456 6,943 230,313 82,779 27,222 (6,953) 205,594 74,259 32,354 (11,501) 333,361 300,706 % % 7.67 8.77 6.41 7.86 1.77 (0.01) 1.76 0.43 2.19 1.60 (0.01) 1.59 0.61 2.20 1.35 (0.03) 1.32 0.33 1.65 1.73 (0.01) 1.72 0.47 2.19 7.18 8.44 5.64 7.43 1.94 (0.01) 1.93 0.39 2.32 1.72 (0.01) 1.71 0.61 2.32 1.02 (0.02) 1.00 0.41 1.41 1.87 (0.01) 1.86 0.45 2.31 Financial Report 109 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management STRATEGY IN USING FINANCIAL INSTRUMENTS Financial instruments are fundamental to the Group’s business, constituting the core element of its operations. Accordingly, the risks associated with ﬁ nancial instruments are a signiﬁ cant component of the risks faced by the Group. Financial instruments create, modify or reduce the credit, market (including traded or fair value risks and non-traded or interest and foreign currency related risks) and liquidity risks of the Group’s balance sheet. These risks and the Group’s policies and objectives for managing such risks are outlined below. The Group’s overall risk management programme focuses on the unpredictability of ﬁ nancial markets and seeks to minimise potential adverse effects on the ﬁ nancial performance of the Group. The Group uses derivative ﬁ nancial instruments such as foreign exchange contracts, credit contracts and interest rate contracts to hedge certain risk exposures (refer note 12). CREDIT RISK Credit risk is the risk of ﬁ nancial loss from counterparties being unable to fulﬁ l their contractual loan or credit equivalent obligations. The Group has an overall lending objective of sound growth for appropriate returns. The credit risk management framework exists to provide a structured and disciplined process to support this objective. The Group assumes credit risk in a wide range of lending and other activities in diverse markets and many jurisdictions. The credit risks arise not only from traditional lending to Retail, Corporate and Institutional customers, but also from lending for Government, inter-bank, treasury, international trade and capital market activities around the world. CREDIT RISK MANAGEMENT The credit risk management framework is in place across the Group with the aim of ensuring a structured and disciplined approach is maintained in achieving the objective set by the Board. The framework focuses on policies, people, skills, vision, values, controls, risk concentrations and portfolio balance. It is supported by portfolio analysis and asset-writing strategies which guide lending decisions and identify segments of the portfolio requiring attention. The effectiveness of the framework is monitored through a series of compliance and reporting processes. 110 ANZ Annual Report 2007 The Group sets limits on the acceptable level of credit risk. Acceptance of credit risk is ﬁ rstly based on the counterparty’s assessed capacity to meet contractual obligations, (i.e. interest and capital repayments). Obtaining collateral supports this. An independent Risk Management function, at Group, Divisional and Business Unit levels, is staffed by risk specialists. In regards to credit risk management, the objective is for Risk Management to provide robust credit policies, to make independent credit decisions and to provide strong support to front line staff in the application of sound credit practices. In addition to providing independent credit assessment on lending decisions, Risk Management also perform key roles in portfolio management, credit risk measurement system development and validation, loan asset quality reporting, and development of credit standards and policies. All credit decisions greater than predetermined thresholds require approval from both business writers and independent risk personnel. These credit approval discretions (CADs) are delegated to individuals, at progressively diminishing levels, thus forming a credit approval hierarchy that ensures larger and more complex credits are given greater scrutiny. CREDIT RISK GOVERNANCE The authority to make credit decisions is delegated by the Board through the Board Risk Committee to the Credit and Trading Risk Committee (CTC) and Executive Management. The CTC ensures that the necessary Group Executive judgment and experience is applied to critical credit decisions relating to the Group’s larger and higher risk customers. The CTC is able to make decisions on credit- related submissions (including proposals for new and increased credit limits for customers, annual reviews of existing limits, and new and increased provisions for impaired assets) within the discretions delegated by the Board Risk Committee. Submissions requiring decisions above these discretion thresholds are recommended for approval by the CTC to the Board Risk Committee. The CTC comprises senior Risk Executives, senior Executives and Business Unit Managing Directors, and is chaired by the Chief Risk Ofﬁ cer. The CTC’s scope also includes delegated authority for the approval of credit, trading risk and non-traded market risk controls, including portfolio management, risk concentration limits, changes to credit policy, Value-at-Risk (VaR) limits, new products and regulatory compliance. CREDIT RISK MEASUREMENT A core component of the Group’s credit risk management capability is the risk grading framework used across all major Business Units and geographic areas. A set of risk grading principles and policies are supported by a complementary risk grading methodology. Pronouncements by the Basel Committee on Banking Supervision have been encapsulated in these principles and policies including governance, validation and modelling requirements. The Group’s risk grade proﬁ les change dynamically through new counterparty acquisitions and/or existing counterparty movements in either risk or volume. All counterparty risk grades are subject to frequent review, including statistical and behavioural reviews in consumer and small business segments, and individual counterparty reviews in segments with larger single name borrowers. ANZ uses a two-dimensional risk grading system, which measures both the customer’s ability to repay (probability of default) and the loss in the event of default (a factor of the security taken to support the facilities). ANZ uses ﬁ nancial and statistical tools to assist in the risk grading of customers. Customer risk grades are reviewed periodically (typically at least annually for large customers) to ensure the risk grade reﬂ ects the credit risk of the customer and the prevailing economic conditions. Similarly, the performance of risk grading tools used in the risk grading process is reviewed regularly to ensure the tools maintain statistical validity. To measure the probability of default, ANZ applies a risk grading scale of 0 to 10 to its lending - with ratings 0 through 8 representing productive ratings and ratings of 9 and 10 representing impaired assets. The Institutional Division and the corporate portfolios in New Zealand risk grades of 1 to 8 are further reﬁ ned by the application of + and - modiﬁ ers, making a total of 27 separate risk grades. NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) To measure the loss in event of default, a scale ranging from A to G is applied. Security Indicator A represents more than 130% security coverage, while Security Indicator G is applied to unsecured customer borrowings. The Institutional Division has four additional security indicators: K - Cash Cover, M - Mezzanine, S – Sovereign and I – Intragroup. Risk Management and Business Unit Executives monitor large exposure concentrations. Senior Management is provided each month with a list of ANZ’s top Corporate exposures. The CTC (six monthly) and Board Risk Committee (annually) review a comprehensive list of single customer concentration limits and customers’ adherence to these limits. COUNTRY RISK MEASUREMENT Some customer credit risks involve Country Risk whereby actions or events at a national or international level could disrupt servicing of commitments. Country Risk arises when payment or discharge of an obligation will, or could, involve the ﬂ ow of funds from one country to another or involve transactions in a currency other than the domestic currency of the relevant country. Country ratings are assigned to each country where ANZ incurs country risk and have a direct bearing on ANZ’s risk appetite for each country. The country rating is determined through a deﬁ ned methodology based around external ratings agencies’ ratings and internal specialist opinion. It is also a key risk consideration in ANZ’s capital pricing model for cross border ﬂ ows. The recording of country limits provides the Group with a means to identify and control Country Risk. Country limits ensure that there is a country- by-country ceiling on exposures that involve Country Risk. They are recorded by time to maturity and purpose of exposure e.g. trade, markets, project ﬁ nance. Country limits are managed centrally for the ANZ Group, through a global country risk exposure management system managed by a specialist unit within Institutional Risk. CONCENTRATIONS OF CREDIT RISK Concentrations of credit risk arise when a number of customers are engaged in similar business activities or activities within the same geographic region, or when they have similar risk characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The Group monitors its portfolio, largely comprising net loans and advances, customers’ liability for acceptances, derivatives and available-for-sale loan assets, to assess risk concentrations. Concentration limits are used to guard against large single customer or correlated credit risks. PORTFOLIO STRESS TESTING Stress testing is integral to strengthening the predictive approach to risk management and is a key component to managing risk appetite, asset writing strategies and business strategies. It creates greater understanding of impacts on ﬁ nancial performance through modelling relationships and sensitivities between geographic, industry and business unit exposures under a range of macro economic scenarios. ANZ has a dedicated stress testing team within Risk Management that models and reports periodically to management and the Board Risk Committee on a range of scenarios and stress tests. IMPAIRED ASSETS ANZ’s policy relating to the recognition and measurement of impaired assets conforms with APRA’s guidelines. Loans are classiﬁ ed as either performing or impaired. Impaired assets are credit exposures where there is doubt as to whether the full contractual amount (including interest) will be received, and/ or where a material credit obligation is 90 days past due but not well secured, or where concessional terms have been provided due to the ﬁ nancial difﬁ culties of the customer. The provision for credit impairment represents management’s best estimate of the losses incurred in the loan portfolio at balance date based on its experienced judgement. In line with accounting standards, credit exposures, including loans and advances and off-balance sheet items, such as commitments and guarantees, are reviewed at least at each reporting date for impairment. Exposures are impaired and impairment losses are recorded if, and only if, there is objective evidence of impairment as a result of one or more loss events that occurred after the initial recognition of the loan and prior to the reporting date, and that a loss event or events has (or have) had an impact on the estimated future cash ﬂ ows of the individual loan or the collective portfolio of loans that can be reliably estimated. When ANZ recognises an impairment loss in an individual asset or portfolio of assets, ANZ is recognising that future economic beneﬁ ts (previously assessed as being available to the entity) are no longer probable. ANZ’s methodology for determining the total provision for loan losses establishes both an individual component for assets that are individually signiﬁ cant (or on a portfolio basis for small value loans) and then a collective component for those exposures not individually known to be impaired. The individual provision represents the results of analysis of individual loans within ANZ’s portfolio. ANZ reviews its loan portfolios and monitors adherence to terms, conditions and lending covenants. The reviews undertaken employ a variety of statistical measures and experienced judgement to determine the continuing collectability of credit facilities. When objective evidence arises as to the collectability of a credit facility, the exposure is classiﬁ ed and reported as individually impaired and an individual provision for credit impairment is allocated against it. Exposures that are assessed collectively are placed into pools of similar assets with similar risk characteristics to be collectively assessed for losses that have been incurred, but not yet identiﬁ ed. The collective provision is estimated on the basis of historical loss experience for assets with credit risk characteristics similar to those in the collective pool. Historical loss experience is determined using loan and portfolio risk gradings, associated default and loss expectancy rates and an assessment of the emergence period. The historical loss experience may be reﬁ ned based on current observed default data. The collective provision is also reviewed to ensure it is adequate for the term of the portfolio. PORTFOLIO ANALYSIS AND REPORTING Global credit portfolios are analysed by the Risk Committees, and Senior Business and Board Risk Management. A central risk reporting area produces credit portfolio analysis which is distributed to senior Risk and Business Executives through monthly, half yearly and ad hoc reporting, or as set agenda reports to the various Risk Committees. This area provides an independent mechanism to ensure that signiﬁ cant and emerging credit risks are proactively identiﬁ ed and communicated Financial Report 111 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) to Group, Risk and Business Executives, including the Executive Management and Board Risk Committee. CREDIT RISK ASSURANCE The credit risk objectives of the Group are set by the Board and are implemented and monitored within a tiered structure of delegated authority, designed to oversee multiple facets of credit risk, including asset writing strategies, credit policies/controls, single exposures, portfolio monitoring and risk concentrations. The integrity of the credit risk function is maintained by the independence of the credit chain and is supported by comprehensive risk analysis, risk tools, monitoring processes and policies. ANZ manages its credit risk within a framework by dealing with creditworthy counterparties, setting credit limits on exposures to counterparties, and obtaining collateral where appropriate. To provide specialist management of problem loans, Portfolio Management departments perform a role as workout specialists for identiﬁ ed sub-standard assets. The credit risk review function within Group Audit also provides further independent checks and balances as to the quality of credit decisions. This includes providing an independent periodic check on asset quality and compliance with agreed standards and policies across the Group. COLLATERAL MANAGEMENT ANZ credit principles specify to only lend what the counterparty has the capacity and ability to repay. Obtaining collateral is used to mitigate credit risk. Procedures are designed to ensure collateral is managed, legally enforceable, conservatively valued and adequately insured. ANZ policy sets out the types of acceptable collateral, including: cash; mortgages over property; charges over business assets, e.g. premises, stock and debtors; charges over ﬁ nancial instruments, e.g. debt securities and equities in support of trading facilities; and ﬁ nancial guarantees. In the event of customer default, any loan security is usually held as mortgagee in possession and therefore the Group does not usually hold any real estate or other assets acquired through the enforcement of security. ANZ uses ISDA Master Agreements to document derivatives activities to limit exposure to credit losses. The credit risk is reduced by a master agreement to the extent that if an event of default occurs, all contracts with the counterparty are terminated and settled on a net basis. Further, it is ANZ’s preferred practice to include all products covered by the ISDA in the Credit Support Annex (“CSA”), in order to achieve the objective of further credit exposure reduction. Under a CSA, collateral is passed between the parties, depending on the aggregate mark-to-market (positive or negative) of derivatives trades between the two entities, to mitigate the market- contingent counterparty risk inherent in the outstanding positions. 112 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Concentrations of credit risk by industry and geographic analysis: Based on carrying amount at 30 September 2007 and 30 September 2006 Consolidated Australia Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other New Zealand Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other Overseas Markets Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other Net loans and advances Customers’ liabilities 2007 $m 2006 $m 2007 $m 2006 $m Available-for-sale loans and advances1 2007 $m 2006 $m Total 2007 $m 2006 $m 7,618 5,488 4,215 4,357 8,148 67 1,813 7,259 18,377 13,718 112,279 11,293 10,216 7,079 4,882 3,757 4,408 4,795 52 2,378 7,050 15,579 10,229 100,362 10,106 9,923 1,294 876 245 1,041 1,079 5 – 1,547 332 4,519 – 2,053 1,216 1,116 687 202 1,186 970 7 – 1,508 239 4,108 – 2,155 1,060 204,848 180,600 14,207 13,238 163 – 110 98 184 – – 22 – – – – 127 704 1,030 12 146 243 132 – – 113 – – – – 270 1,946 12,401 1,008 656 780 2,094 468 215 2,539 2,538 6,383 40,389 2,317 4,204 11,180 627 554 756 2,573 656 421 1,991 3,041 6,368 35,766 1,540 3,456 75,992 68,929 879 442 67 550 588 398 186 3,566 629 422 1,042 1,479 1,760 718 209 73 681 536 237 179 2,562 651 205 881 1,137 2,133 12,008 10,202 – – – – – – – – – – – – – – 2 – – – 139 – – 78 – – – 92 18 329 – – – – – – – – – – – – – – 9 – – 4 68 – – 86 – – – 30 – 197 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 9,075 6,364 4,570 5,496 9,411 72 1,813 8,828 18,709 18,237 112,279 13,346 11,559 9,225 5,581 4,105 5,837 5,897 59 2,378 8,671 15,818 14,337 100,362 12,261 11,253 219,759 195,784 12,401 1,008 656 780 2,094 468 215 2,539 2,538 6,383 40,389 2,317 4,204 11,180 627 554 756 2,573 656 421 1,991 3,041 6,368 35,766 1,540 3,456 75,992 68,929 881 442 67 550 727 398 186 3,644 629 422 1,042 1,571 1,778 727 209 73 685 604 237 179 2,648 651 205 881 1,167 2,133 12,337 10,399 Gross total 292,848 259,731 14,536 13,435 704 1,946 308,088 275,112 Individual provision for credit impairment Collective provision for credit impairment Income yet to mature Capitalised brokerage/mortgage origination fees (302) (1,992) (286) (1,940) (2,294) (2,226) (2,278) 570 (2,122) 539 – – – – – – – – – – – – – – – – – – – – (302) (1,992) (286) (1,940) (2,294) (2,226) (2,278) 570 (2,122) 539 Net total 288,846 255,922 14,536 13,435 704 1,946 304,086 271,303 1 Available-for-sale loans and advances only includes loan products originated by the Group. Capital Markets products and equity investments are excluded. 2 Personal includes consumer lending except for lease finance facilities and those facilities secured by a mortgage. 3 Real estate - commercial includes all business lending relating to commercial property. 4 Real estate - mortgage includes all consumer lending secured by a mortgage. Financial Report 113 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Aggregate concentrations of credit risk by industry analysis1 Consolidated Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other 2007 $m 2006 $m 22,357 7,814 5,293 6,826 12,232 938 2,214 15,011 21,876 25,042 153,710 17,234 17,541 21,132 6,417 4,732 7,278 9,074 952 2,978 13,310 19,510 20,910 137,009 14,968 16,842 308,088 275,112 1 Calculated prior to deduction for provisions and unearned income. 2 Personal includes consumer lending except for lease finance facilities and those facilities secured by a mortgage. 3 Real Estate commercial includes all business lending relating to commercial property. 4 Real Estate mortgage includes all consumer lending secured by a mortgage. MARKET RISK Market risk is the risk to the Group’s earnings arising from changes in interest rates, currency exchange rates, credit spreads, or from ﬂ uctuations in bond, commodity or equity prices. Market risk management and control responsibilities To facilitate the management, control, measurement and reporting of market risk, ANZ has grouped market risk into two broad categories: a) Traded market risk This is the risk of loss from changes in the value of ﬁ nancial instruments due to movements in price factors for both physical and derivative trading positions. They arise in trading transactions where ANZ acts as principal with clients or with the market. The principal risk categories monitored are: Currency risk is the potential loss arising from the decline in the value of a ﬁ nancial instrument due to changes in foreign exchange rates or their implied volatilities. Interest rate risk is the potential loss arising from the change in the value of a ﬁ nancial instrument due to changes in market interest rates or their implied volatilities. Credit spread risk is the potential loss arising from a change in value of an instrument due to a movement of its margin or spread relative to a bench mark. b) Non-traded market risk (or balance sheet risk) This comprises the management of non-traded interest rate risk, liquidity, and the risk to the Australian dollar denominated value of the Group’s capital and earnings as a result of foreign exchange rate movements. The Board of Directors through the Risk Committee has responsibility for oversight of market risk within the Group. Routine management of market risk is delegated to two senior management committees. The CTC, chaired by the Chief Risk Ofﬁ cer, is responsible for traded market risk, while the Group Asset and Liability Committee (GALCO), chaired by the Chief Financial Ofﬁ cer, is responsible for non-traded market risk (or balance sheet risk). CTC monitors traded market risk exposures (including Value at Risk and Stress Testing) and is responsible for authorising the trading risk limit framework. In addition, GALCO delegates to CTC responsibility for the monthly monitoring of non-traded market risk exposures. GALCO reviews balance sheet based risk measures and strategies quarterly, or more frequently if required. 114 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Value at Risk (VaR) measure A key measure of market risk is Value at Risk (VaR). VaR is a statistical estimate of the likely daily loss and is based on historical market movements. The conﬁ dence level is such that there is 97.5% or 99% probability that the loss will not exceed the VaR estimate on any given day. The 99% conﬁ dence level encompasses a wider range of potential outcomes. The Group’s standard VaR approach for both traded and non-traded risk is historical simulation. The Group calculates VaR using historical changes in market rates and prices over the previous 500 business days. Traded and Non-Traded VaR is calculated using a one-day holding period. It should be noted that because VaR is driven by actual historical observations, it is not an estimate of the maximum loss that the Group could experience from an extreme market event. As a result of this limitation, the Group utilises a number of other risk measures (eg. stress testing) and associated detailed control limits to measure and manage market risk. Traded and non-traded market risks are considered separately below. Traded Market Risks Trading activities are focused on customer trading, distribution and underwriting of a range of securities and derivative instruments. The principal activities include foreign exchange, interest rate and debt markets. These activities are managed on a global product basis. Below are aggregate VaR exposures covering both derivative and non-derivative trading positions for the Group’s principal trading centres. Value at risk at 97.5% conﬁ dence Foreign exchange Interest rate Credit spread Diversiﬁ cation beneﬁ t Total VaR Value at risk at 99% conﬁ dence Foreign exchange Interest rate Credit spread Diversiﬁ cation beneﬁ t Total VaR As at Sep 2007 $m High for year Sep 2007 $m Low for year Sep 2007 $m Average for year Sep 2007 $m As at Sep 2006 $m High for year Sep 2006 $m Low for year Sep 2006 $m Average for year Sep 2006 $m 1.2 1.6 1.0 (2.1) 1.7 1.8 2.3 1.6 (3.0) 2.7 1.5 7.6 1.9 n/a 8.1 2.2 9.8 3.2 n/a 9.9 0.2 1.2 0.7 n/a 1.4 0.3 1.7 1.1 n/a 1.7 0.6 2.6 1.2 (1.6) 2.8 0.8 3.4 2.1 (2.4) 3.9 0.5 1.7 1.1 (1.4) 1.9 0.6 2.0 2.8 (2.9) 2.5 1.6 3.2 1.7 n/a 3.6 2.0 4.4 3.6 n/a 4.9 0.3 0.8 0.7 n/a 0.9 0.3 1.3 1.1 n/a 1.2 0.7 1.8 1.1 (1.5) 2.1 0.8 2.4 2.3 (2.6) 2.9 VaR is calculated separately for Foreign Exchange/Commodities and for Interest Rate/Debt Markets businesses as well as for the Group. The diversiﬁ cation beneﬁ t reﬂ ects the historical correlation between Foreign Exchange, Commodity, Interest Rate and Debt Markets. To supplement the VaR methodology, ANZ applies a wide range of stress tests, both on individual portfolios and at a Group level. ANZ’s stress-testing regime provides senior management with an assessment of the ﬁ nancial impact of identiﬁ ed extreme events on market risk exposures of ANZ. Non-Traded Market Risks (Balance Sheet Risk) The principal objectives of balance sheet management are to manage interest income sensitivity while maintaining acceptable levels of interest rate and liquidity risk and to manage the market value of the Group’s capital. Liquidity risk is dealt with in the next section. Interest rate risk The objective of balance sheet interest rate risk management is to secure stable and optimal net interest income over both the short (next 12 months) and long term. Non-traded interest rate risk relates to the potential adverse impact of changes in market interest rates on the Group’s future net interest income. This risk arises from two principal sources: mismatches between the repricing dates of interest bearing assets and liabilities; and the investment of capital and other non-interest bearing liabilities in interest bearing assets. Interest rate risk is reported using three measures: VaR; scenario analysis (to a 1% shock); and interest rate sensitivity gap (refer note 36). Financial Report 115 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) a) VaR Non-Traded Interest Rate Risk Below are aggregate VaR ﬁ gures covering non-traded interest rate risk. Value at risk at 97.5% conﬁ dence Australia New Zealand Overseas Markets Diversiﬁ cation Beneﬁ t Total As at Sep 2007 $m High for year Sep 2007 $m Low for year Sep 2007 $m Average year Sep 2007 $m As at Sep 2006 $m High for year Sep 2006 $m Low for year Sep 2006 $m Average year Sep 2006 $m 18.1 9.3 2.8 (4.5) 25.7 19.6 9.6 3.4 n/a 26.7 14.0 5.7 0.9 n/a 19.0 16.1 7.5 1.6 (3.4) 21.8 12.3 6.3 1.5 (2.4) 17.7 14.8 7.6 1.7 n/a 19.3 8.7 5.7 1.1 n/a 13.7 11.5 6.5 1.5 (3.3) 16.2 VaR is calculated separately for Australia, New Zealand and Overseas Markets, as well as for the Group. To supplement the VaR methodology, ANZ applies a wide range of stress tests, both on individual portfolios and at Group level. ANZ’s stress- testing regime provides senior management with an assessment of the ﬁ nancial impact of identiﬁ ed extreme events on market risk exposures of ANZ. b) Scenario Analysis – A 1% Shock on the Next 12 Months’ Net Interest Income A 1% overnight parallel positive shift in the yield curve is modelled to determine the potential impact on net interest income over the succeeding 12 months. This is a standard risk quantiﬁ cation tool. The ﬁ gures in the table below indicate the outcome of this risk measure for the current and previous ﬁ nancial years – expressed as a percentage of reported net interest income. The sign indicates the nature of the rate sensitivity with a positive number signifying that a rate increase is positive for net interest income over the next 12 months. Conversely, a negative number signiﬁ es that a rate increase is negative for the next 12 months’ net interest income. Impact of 1% Rate Shock As at 30 September Maximum exposure Minimum exposure Average exposure (in absolute terms) Consolidated 2007 2006 0.19% 1.78% 0.19% 1.22% 1.50% 1.85% 0.81% 1.51% The extent of mismatching between the repricing characteristics and timing of interest bearing assets and liabilities at any point has implications for future net interest income. On a global basis, the Group quantiﬁ es the potential variation in future net interest income as a result of these repricing mismatches each month using a static gap model. The repricing gaps themselves are constructed based on contractual repricing information. However, for those assets and liabilities where the contractual term to repricing is not considered to be reﬂ ective of the actual interest rate sensitivity (for example, products priced at the Group’s discretion), a proﬁ le based on historically observed and/or anticipated rate sensitivity is used. This treatment excludes the effect of basis risk between customer pricing and wholesale market pricing. For example, when wholesale market rates are anticipating an ofﬁ cial rate increase the Group does not reprice certain customer business until the ﬁ rst repricing date after the ofﬁ cial rate rise. The majority of the Group’s non-traded interest exposure exists in Australia and New Zealand. In these centres, a separate balance sheet simulation process supplements this static gap information. This allows the net interest income outcomes of a number of different scenarios – with different market interest rate environments and future balance sheet structures – to be identiﬁ ed. This better enables the Group to quantify the interest rate risks associated with the balance sheet and to formulate strategies to manage current and future risk proﬁ les. Foreign currency related risks This risk relates to the potential loss arising from the decline in the value of foreign currency positions due to changes in foreign exchange rates. The Group’s investment of capital in non-Australian operations generates an exposure to changes in the relative value of individual currencies against the Australian Dollar. Variations in the value of these foreign currency investments are reﬂ ected in the foreign currency translation reserve. The Group incurs some non-traded foreign currency risk related to the potential repatriation of proﬁ ts from non-Australian business units. This risk is routinely monitored and economic hedging is conducted in accordance with policy and where it is likely to add shareholder value. 116 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) LIQUIDITY RISK Liquidity risk is the risk that the Group has insufﬁ cient capacity to fund increases in assets, or is unable to meet its payment obligations as they fall due, including repaying depositors or maturing wholesale debt. The timing mismatch of cashﬂ ows and the related liquidity risk is inherent in all banking operations, and may result from internal and/or external events, including: credit or operational risks; bank-speciﬁ c rumours; market disruptions; or systemic shocks. The following outlines the Group’s approach to liquidity and funding risk management. Principles include: Ensuring the liquidity management framework is compatible with local regulatory requirements. Daily liquidity reporting and scenario analysis to quantify the Group’s positions. Monitoring wholesale and customer liability composition (via funding metrics). Targeting a diversiﬁ ed funding base, avoiding undue concentrations by investor type, maturity, market source and currency. Holding a portfolio of high quality liquid assets to protect against short-term adverse conditions and to support day-to-day operations. Establishing detailed contingency plans to cover different liquidity crisis events. Supervision and Regulation APRA supervises prudential standards for managing liquidity risk and has adopted guidelines based on the ‘Basel Committee’ “Sound Practices for Managing Liquidity in Banking Organisations”: APS 210 - Liquidity. APRA supervises liquidity through individual agreements with Authorised Deposit-taking Institutions (ADIs), taking into consideration the speciﬁ c risk characteristics of each organisations operation. APRA requires ADIs to have a comprehensive Board approved liquidity strategy deﬁ ning: policy, systems and procedures for measuring, assessing, reporting and managing domestic and foreign currency liquidity. This must include a formal contingency plan for dealing with a liquidity crisis. The Group has implemented an APRA Compliance Plan for APS 210 - Liquidity. The Plan documents methods, processes, controls and monitoring activities required to support compliance with the Standard and assigns responsibilities for these activities. Scenario Modelling A key component of the Group’s liquidity management framework is scenario modelling. APRA requires ADIs to assess liquidity under at least two speciﬁ c scenarios ‘Going-concern’: the normal behaviour of cash ﬂ ows in the ordinary course of business. APRA requires that the Group must be able to meet all commitments and obligations under a going concern scenario, within the ADIs normal funding capacity, over at least the next 30 calendar days. In estimating the funding requirement, the Group models expected cashﬂ ows by reference to historical behaviour and contractual maturity data. ‘Name crisis’: refers to a potential name-speciﬁ c liquidity crisis in which the ADI may have signiﬁ cant difﬁ culty rolling over or replacing liabilities. APRA requires the Group to be cashﬂ ow positive over a 5 business day period under a name crisis scenario. The Group models expected cashﬂ ow behaviour under such a scenario based on the type of customer and their level of sophistication, and the type of asset/ liability. In addition, the Group models a number of other stress tests and liquidity scenarios over a variety of time horizons, including the impact of credit rating downgrades, and reduced access to wholesale debt in domestic and offshore markets. Generally, it would take an extreme event to challenge the Group’s continued solvency. A more likely outcome is a period of tight liquidity, resulting in increased funding costs. To assess these risks, the Group models and continually monitors the probability and earnings impact of changes in the Group’s credit margin. These changes may be caused by general market factors and/or credit rating downgrades. Customer and Wholesale Funding Composition The Group employs actual cashﬂ ow based funding metrics to determine appropriate balance sheet liquidity and funding risk strategies. These metrics are used to measure and manage the proportion of the Group’s external assets which are funded by customer liabilities, wholesale debt, equity and loan capital. Managing these metrics assist in ensuring that an appropriate proportion of the Group’s assets are funded by either ‘sticky’ customer liabilities; or long-term wholesale debt funding (with a remaining term exceeding 1 year). This approach recognises that long-term wholesale debt and other sticky liabilities have favourable liquidity characteristics thereby assisting in reducing any adverse impact or volatility caused by short- term funding, and in monitoring the impact of deposit-gathering strategies. Financial Report 117 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Funding Composition Customer deposits1 Personal Institutional New Zealand Other Total customer deposits Wholesale funding Bonds and notes Loan capital Certiﬁ cates of deposit (wholesale) Commercial paper Liability for acceptances Due to other ﬁ nancial institutions Other wholesale borrowings2 Total wholesale funding Total customer deposits Total wholesale funding Consolidated 2007 $m 2006 $m 68,119 70,099 38,334 6,127 60,135 55,314 35,940 5,371 182,679 156,760 54,075 12,784 31,903 16,914 14,536 17,986 1,570 50,050 11,126 23,248 20,750 13,435 14,118 213 149,768 132,940 182,679 149,768 156,760 132,940 332,447 289,700 1 Represents: term deposits; other deposits bearing interest; deposits not bearing interest and borrowing corporations’ debt. Excludes collateralised loan obligation and securitisation vehicle funding. 2 Includes net derivative balances, special purpose vehicles (SPV) balances and Euro Hybrid. Wholesale Funding The Group’s global wholesale funding strategy is designed to deliver a sustainable portfolio of wholesale funds that balances cost efﬁ ciency while targeting diversiﬁ cation by markets, investors, currencies, maturities and funding structures. Short-term wholesale funding requirements, with a contractual maturity of less than one year, are managed through Group Treasury and local Markets operations. Long-term wholesale funding is managed and executed through Group Treasury operations in Australia and New Zealand. Maturity concentration limits and geographic diversiﬁ cation limits have been established within the wholesale funding and liquidity management framework. Funding instruments used to meet the wholesale borrowing requirement must be on a pre-established list of approved products. 118 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Funding Capacity and Debt Issuance Planning Under APRA’s going concern scenario, borrowing capacity is an estimate of the amount of funding that can be raised in the wholesale markets in normal market conditions. The Group adopts a conservative approach to determine its funding capacity. Funding capacity limits are determined at the Group level and allocated to individual sites based on their requirements. The Funding Plan is ratiﬁ ed by the Group’s Senior Management annually. The plan is supplemented by monthly updates, and is linked to the Group’s three-year strategic planning cycle. This ensures that planned volumes are sustainable, without adversely impacting market conditions. During the 2007 ﬁ nancial year, the Group issued approximately $24 billion of new long-term wholesale debt from 293 transactions with a weighted average term to maturity of approximately 3.2 years. (During the 2006 ﬁ nancial year, the Group issued approximately $23 billion of new long-term wholesale debt from 149 transactions with weighted average term to maturity of approximately 3.6 years). Liquidity Portfolio Management The Group holds a diversiﬁ ed portfolio of cash and high-quality highly-liquid securities to support payment obligations and contingent funding in the event of a market disruption. The Portfolio is managed globally through the Group’s funding centres in Melbourne, Wellington, New York and London, and is well diversiﬁ ed by product, geography and currency. The size of the Group’s Liquidity Portfolio is based on the amount of liquidity required to meet: day-to-day operational requirements; potential name crisis; or potential wholesale ‘funding stress’ requirements. Supplementing its liquidity position, the Group holds additional cash and liquid asset balances. Also, the Markets business holds secondary sources of liquidity in the form of highly liquid instruments in its trading portfolios. Liquidity Crisis Contingency Planning The Group maintains APRA-endorsed liquidity crisis contingency plans deﬁ ning an approach for analysing and responding to a liquidity- threatening event at a country and Group-wide basis. The framework is compliant with APRA’s key liquidity contingency crisis planning requirements and guidelines and includes: The establishment of crisis severity/stress levels. Clearly assigned crisis roles and responsibilities. Early warning signals indicative of an approaching crisis, and mechanisms to monitor and report these signals. Outlined action plans, and courses of action for altering asset and liability behaviour. Procedures for crisis management reporting, and making up cash-ﬂ ow shortfalls. Guidelines determining the priority of customer relationships in the event of liquidity problems. Assigned responsibilities for internal and external communications. Financial Report 119 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Maturity analysis of the Group’s assets and liabilities The tables below analyse the Group’s assets and liabilities, as required by AASB 130 ‘Disclosures in the Financial Statements of Banks and Similar Financial Institutions’, into relevant maturity groupings based on the remaining period at balance sheet date to the contractual maturity date. It should be noted that this is not how the Group manages its liquidity risk. The management of this risk is detailed above. Maturity analysis for selected assets and liabilities at 30 September 2007: Consolidated Assets Due from other ﬁ nancial institutions Available-for-sale assets Net loans and advances Customers’ liabilities for acceptances Liabilities Due to other ﬁ nancial institutions Deposits and other borrowings Bonds and notes Loan capital Less than1 3 months $m 3 to 122 months $m 1 to 5 years $m After 5 years $m No maturity speciﬁ ed $m 6,834 8,553 32,385 11,258 15,928 184,535 2,093 4 600 883 40,042 3,278 1,390 33,425 15,603 7 271 3,437 53,475 – 344 16,900 33,146 1,404 335 646 162,944 – 324 13 3,233 10,679 – 487 – – – – – 690 Maturity analysis for selected assets and liabilities at 30 September 2006: Consolidated Assets Due from other ﬁ nancial institutions Available-for-sale assets Net loans and advances Customers’ liabilities for acceptances Liabilities Due to other ﬁ nancial institutions Deposits and other borrowings Bonds and notes Loan capital 1 Includes credit cards. 2 Includes revolving facilities. OPERATIONAL RISK MANAGEMENT Less than1 3 months $m 3 to 122 months $m 1 to 5 years $m After 5 years $m No maturity speciﬁ ed $m 8,420 5,937 24,437 13,435 13,407 165,302 662 – 820 1,773 36,192 – 659 27,094 5,633 – 372 2,338 48,788 – 10 12,383 41,984 528 53 540 146,505 – 42 15 1,771 10,197 – 65 – – – – – 401 Total $m 8,040 14,006 288,846 14,536 17,986 234,873 54,075 12,784 Total $m 9,665 10,653 255,922 13,435 14,118 204,794 50,050 11,126 Operational risks are the risks arising from day-to-day operational activities which may result in direct or indirect loss. These losses can result from both internal and external events and include: failure to comply with policies, procedures, laws and regulations; failure in execution, dealing and process management; fraud or forgery; a breakdown in the availability or integrity of services, systems and information; or damage to ANZ’s reputation. The authority for operational risk oversight is delegated by the Board to the Board Risk Committee. The Operational Risk Executive Committee (OREC) supports the Board Risk Committee in respect of operational risk oversight including compliance. The key responsibilities of OREC include: endorsing the ANZ Operational Risk Framework and approving ANZ’s Compliance Framework and operational risk policies; monitoring the state of operational risk management and instigating any necessary corrective actions; being notiﬁ ed of all material actual, potential or near miss risk events for review; and approving the strategy and approach for new and emerging risks and monitoring associated action plans. 120 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 35: Financial Risk Management (continued) Membership of OREC comprises senior executives and OREC is chaired by the Chief Risk Ofﬁ cer. OREC is designed to ensure that the necessary senior executive judgement and experience is applied to critical operational risk decisions relating to the Group’s larger operational risk exposures. Extensive reporting is provided to OREC to assist in this decision making process. Senior executive management, risk management and technical experts may be asked to attend to advise on speciﬁ c submissions or policies. Primary responsibility for day to day management of current, new and emerging operational risks lies with ANZ divisions/Business Units. This is supported by an independent Operational Risk function which provides oversight, direction, the operational framework, policies and processes. ANZ’s Operational Risk Framework outlines the approach to managing operational risk and speciﬁ cally covers the core minimum requirements that divisions/business units must undertake in the management of operational risk. The operational risk management process adopted by ANZ consists of a staged approach involving establishing the context, identiﬁ cation, analysis, treatment and monitoring of current, new and emerging operational risks. This is based on the Risk Management Standard issued by Standards Australia/New Zealand (AS/NZS 4360). ANZ’s Operational Risk Framework is supported by a number of operational risk policies and procedures with the effectiveness of the framework assessed through a series of assurance reviews and processes. This is supported by an independent review program by Internal Audit. ANZ employs the “Risk Drivers and Controls Approach” (RDCA), underpinned by a statistical quantiﬁ cation model to measure the level of operational risk and to determine and allocate operational risk capital. The RDCA is effectively a system, which: assesses the level of ANZ’s exposure to speciﬁ ed drivers of risk; assesses the scope and quality of ANZ’s internal control environment, key operational processes and risk mitigants; and directly links these assessments to Operational Risk Capital The approach requires completion of a set of scorecards by business units on a half yearly basis. The scorecards provide an assessment of the ‘riskiness’ of the business unit’s activities for speciﬁ c operational risk categories. ANZ’s business continuity and crisis management capabilities continue to be reviewed, tested and, where necessary, strengthened in response to new and emerging threats. Business Continuity is viewed as a critical management responsibility within the overall operational risk framework, which seeks to minimise the likelihood of a disruption to normal operations, constrain the impact were an event to occur and achieve efﬁ cient and effective recovery. Crisis Management planning at Group and Country levels supplements Business Continuity Plans in the event of a broader Group or Country crisis. Crisis Management plans include crisis team structures, roles, responsibilities and contact lists, and are subject to testing. Financial Report 121 NOTES TO THE FINA NCIAL STATEMENTS 36: Interest Rate Risk The Group has an exposure to the effects of ﬂ uctuations in market interest rates on both cashﬂ ow and fair value risks associated with its ﬁ nancial assets and liabilities. Interest margins are impacted as a result of such changes and there are Group strategies in place to manage these risks. The tables following summarises the Group’s exposure to interest rate risks as at 30 September 2007 and 30 September 2006. The tables show the interest rate sensitivity (or repricing proﬁ le) of the Group’s ﬁ nancial assets and liabilities based on the earlier of contractual maturity or repricing. Repricing gaps are based upon the earliest of contractual repricing or maturity dates except where the contractual terms are not considered to be reﬂ ective of actual interest rate sensitivity (eg. those assets and liabilities priced at the Group’s discretion). In such cases, the rate sensitivity is based upon historically observed and/or anticipated rate sensitivity. Repricing gaps arise from mismatches in the period to repricing of assets and that of the corresponding liability funding. These mismatches are managed within policy guidelines for mismatch positions which have been approved by the Board. The majority of the Group’s loan/deposit business is conducted in the domestic balance sheets of Australia and New Zealand and is priced on a ﬂ oating rate basis. The mix of repricing maturities in these books is inﬂ uenced by the underlying ﬁ nancial needs of customers. Offshore operations, which are generally wholesale in nature, are able to minimise interest rate sensitivity through closely matching the maturity of loans and deposits. Given both the size and nature of their business, the interest rate sensitivities of these balance sheets contribute little to the aggregate risk exposure, which is primarily a reﬂ ection of the positions in Australia and New Zealand. In Australia and New Zealand, a combination of pricing initiatives and derivatives is used in the management of interest rate risk. For example, where a strong long term rate view is held, hedging and pricing strategies are used to modify the proﬁ le’s rate sensitivity so that it is positioned to take advantage of the expected movement in interest rates. However, such positions are taken within the overall risk limits speciﬁ ed by policy. The objectives and policies in managing the interest risks are also covered under note 35 ‘Financial Risk Management’, under the heading ‘Market Risk’. At 30 September 2007 Liquid assets and due from other ﬁ nancial institutions Trading and available-for-sale assets Derivative ﬁ nancial instruments Net loans and advances Other assets1 Less than 3 months $m 21,609 20,110 – 197,220 14,387 Between 3 months and 6 months $m Between 6 months and 12 months $m 1,905 2,823 – 10,323 22 59 330 – 16,894 86 Between 1 year and 5 years $m 157 3,918 – 63,417 167 After 5 years $m 72 1,703 – 992 96 Not bearing interest $m 1,225 289 22,237 – 12,572 Total $m 25,027 29,173 22,237 288,846 27,330 Total assets 253,326 15,073 17,369 67,659 2,863 36,323 392,613 Certiﬁ cates of deposit and term deposits Other deposits Other borrowings and due to other ﬁ nancial institutions Derivative ﬁ nancial instruments Other liabilities1 Bonds, notes and loan capital 71,968 86,899 31,128 – 17,869 39,128 14,291 1,022 3,991 – 67 534 9,925 1,633 3,823 – 6 2,075 5,287 5,335 4,518 – 254 21,532 24 – 884 – 97 3,590 8 10,792 1,331 24,180 8,374 – 101,503 105,681 45,675 24,180 26,667 66,859 Total liabilities 246,992 19,905 17,462 36,926 4,595 44,685 370,565 Total equity Derivative items affecting interest rate sensitivity – (40,805) – 52,111 – 276 – (13,800) – 2,218 22,048 – 22,048 – Interest sensitivity gap – net – cumulative (34,471) (34,471) 47,279 12,808 183 12,991 16,933 29,924 486 30,410 (30,410) – – – 1 Customers’ liability for acceptances are classified as interest earning assets in line with AAS. 122 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 36: Interest Rate Risk (continued) At 30 September 2006 Liquid assets and due from other ﬁ nancial institutions Trading securities and available-for-sale assets Derivative ﬁ nancial instruments Net loans and advances Other assets1 Less than 3 months $m 21,572 11,493 – 177,049 13,891 Between 3 months and 6 months $m Between 6 months and 12 months $m Between 1 years and 5 years $m 1,121 1,874 – 9,248 34 175 697 – 14,325 57 200 4,051 – 54,223 357 After 5 years $m – 1,697 – 1,077 50 Not bearing interest $m 1,616 20 9,164 – 10,649 Total $m 24,684 19,832 9,164 255,922 25,038 Total assets 224,005 12,277 15,254 58,831 2,824 21,449 334,640 Certiﬁ cates of deposit and term deposits Other deposits Other borrowings and due to other ﬁ nancial institutions Derivative ﬁ nancial instruments Other liabilities Bonds, notes and loan capital 58,227 71,710 31,808 – 17,230 35,858 11,209 776 4,994 – 3 1,961 6,985 1,556 3,874 – 3 1,014 6,142 5,025 3,996 – 658 19,850 25 1 875 – 291 2,493 20 10,718 971 8,753 7,708 – 82,608 89,786 46,518 8,753 25,893 61,176 Total liabilities 214,833 18,943 13,432 35,671 3,685 28,170 314,734 Total equity Derivative items affecting interest rate sensistivity – (563) – 8,896 – 596 – (10,789) – 1,860 19,906 – 19,906 – Interest sensitivity gap – net – cumulative 8,609 8,609 2,230 10,839 2,418 13,257 12,371 25,628 999 26,627 (26,627) – – – 1 Customers’ liability for acceptances are classified as interest earning assets in line with AAS. 37: Fair Value of Financial Assets and Financial Liabilities All ﬁ nancial instruments are recognised initially at fair value, which is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The fair value of a ﬁ nancial instrument on initial recognition is normally the transaction price, however, in certain circumstances the initial fair value may be based on other observable current market transactions in the same instrument, without modiﬁ cation or repackaging, or on a valuation technique whose variables include only data from observable markets. For the majority of short-term ﬁ nancial instruments, deﬁ ned as those which reprice or mature in 90 days or less, with no signiﬁ cant change in credit risk, the fair value was assumed to equate to the carrying amount in the Group’s balance sheet. Subsequent to initial recognition, the fair value of ﬁ nancial instruments measured at fair value is based on quoted market prices, where available. In cases where quoted market prices are not available, fair values are based on present value estimates or other market accepted valuation techniques which include data from observable markets wherever possible. For certain instruments the fair value cannot be determined in whole with reference to current market transactions or valuation techniques whose variables only include data from observable markets. In respect of the valuation component where market observable data is not available, the fair value is determined using valuation techniques based on data derived and extrapolated from market data. Where fair value is determined based on a valuation technique whose valuation is dependant on unobservable data that may have a signiﬁ cant impact on the valuation of the instrument any difference between the transaction price and the amount determined based on the valuation technique (day one gain or loss) arising on initial recognition of the ﬁ nancial instrument is deferred on the balance sheet. The day one gain or loss is recognised in the income statement only to the extent that it arises from a change in factors (including time) that a market participant would consider in setting the price for the instrument. The fair value recorded in the ﬁ nancial statements for these instruments is the sum of: the value given by application of a valuation model, based on the best estimate of the most appropriate model inputs which market participants would use in setting prices for the instrument; any fair value adjustments to account for any market features not included within the valuation model (for example, bid-mid spreads, counterparty credit spreads and/or market data uncertainty); and unamortised day one gain or loss not recognised immediately in the income statement. The fair values are based on relevant information available as at the respective balance sheet dates. While judgement is used in obtaining the fair value of ﬁ nancial instruments, there are inherent weaknesses in any estimation technique. Many of the estimates involve uncertainties and matters of signiﬁ cant judgement and changes in underlying assumptions could signiﬁ cantly affect these estimates. The fair value amounts have not been updated for the purposes of these ﬁ nancial statements since 30 September 2007, and therefore the fair value of the ﬁ nancial instruments subsequent to 30 September 2007 may be different from the amounts reported. Financial Report 123 NOTES TO THE FINA NCIAL STATEMENTS 37: Fair Value of Financial Assets and Financial Liabilities (continued) In the tables below, classes of ﬁ nancial assets have been allocated into the following groups: amortised cost, ﬁ nancial assets at fair value through proﬁ t or loss, derivatives in effective hedging relationships and available-for-sale ﬁ nancial assets. Similarly, each class of ﬁ nancial liability has been allocated into three groups: amortised cost, ﬁ nancial liabilities at fair value through proﬁ t and loss and derivatives in effective hedging relationships. The signiﬁ cant accounting policies in note 1 describe how the categories of ﬁ nancial assets and ﬁ nancial liabilities are measured and how income and expenses, including fair value gains and losses, are recognised. The carrying amount and fair value of the Group’s ﬁ nancial assets and ﬁ nancial liabilities are set out below. A signiﬁ cant number of ﬁ nancial instruments are carried at fair value in the balance sheet. Additional disclosure of the fair value of those ﬁ nancial instruments not carried at fair value has been provided below. The fair value disclosure does not cover those instruments that are not considered ﬁ nancial instruments from an accounting perspective such as income tax and intangible assets. The aggregate fair value amounts do not represent the underlying value of the Group. At amortised cost At fair value through proﬁ t or loss Hedging Available- for- sale assets Carrying amount Consolidated at 30 September 2007 Financial assets Liquid assets Due from other ﬁ nancial institutions Trading securities Derivative ﬁ nancial instruments1 Available-for-sale assets Loans and advances2 Customers’ liability for acceptances Other ﬁ nancial assets Loans and receivables $m Other ﬁ nancial assets at amortised cost $m – 8,040 – – – 288,721 14,536 3,510 16,987 – – – – – – – Sub-total $m 16,987 8,040 – – – 288,721 14,536 3,510 Total ﬁ nancial assets 314,807 16,987 331,794 Designated on initial recognition $m – – – – – 125 – – 125 Held for Trading $m Sub-total $m $m $m – – 15,167 20,896 – – – – – – 15,167 20,896 – 125 – – – – – 1,341 – – – – – – – – 14,006 – – – Total $m 16,987 8,040 15,167 22,237 14,006 288,846 14,536 3,510 36,063 36,188 1,341 14,006 383,329 At amortised cost At fair value through proﬁ t or loss Hedging Available- for-sale assets Fair value Consolidated at 30 September 2007 Financial assets Liquid assets Due from other ﬁ nancial institutions Trading securities Derivative ﬁ nancial instruments1 Available-for-sale assets Loans and advances2 Customers’ liability for acceptances Other ﬁ nancial assets Loans and receivables $m Other ﬁ nancial assets at amortised cost $m – 8,040 – – – 288,066 14,536 3,510 16,987 – – – – – – – Sub-total $m 16,987 8,040 – – – 288,066 14,536 3,510 Total ﬁ nancial assets 314,152 16,987 331,139 – – – – – 125 – – 125 Designated on initial recognition $m Held for Trading $m Sub-total $m $m $m – – 15,167 20,896 – – – – – – 15,167 20,896 – 125 – – – – – 1,341 – – – – – – – – 14,006 – – – 36,063 36,188 1,341 14,006 382,674 Total $m 16,987 8,040 15,167 22,237 14,006 288,191 14,536 3,510 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial assets within loans and advances. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. 124 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 37: Fair Value of Financial Assets and Financial Liabilities (continued) Consolidated at 30 September 2006 Financial assets Liquid assets Due from other ﬁ nancial institutions Trading securities Derivative ﬁ nancial instruments1 Available-for-sale assets Loans and advances2 Customers’ liability for acceptances Other ﬁ nancial assets At amortised cost Other ﬁ nancial assets at amortised cost $m 15,019 – – – – – – – Sub-total $m 15,019 9,665 – – – 255,922 13,435 3,596 Loans and receivables $m – 9,665 – – – 255,922 13,435 3,596 Total ﬁ nancial assets 282,618 15,019 297,637 17,803 Consolidated at 30 September 2006 Financial assets Liquid assets Due from other ﬁ nancial institutions Trading securities Derivative ﬁ nancial instruments1 Available-for-sale assets Loans and advances2 Customers’ liability for acceptances Other ﬁ nancial assets At amortised cost Other ﬁ nancial assets at amortised cost $m 15,019 – – – – – – – Sub-total $m 15,019 9,665 – – – 255,688 13,435 3,596 Loans and receivables $m – 9,665 – – – 255,688 13,435 3,596 Carrying amount At fair value through proﬁ t or loss Available- for-sale assets Hedging Fair value At fair value through proﬁ t or loss Available- for-sale assets Hedging Held for Trading $m – – 9,179 8,624 – – – – Held for Trading $m – – 9,179 8,624 – – – – $m $m Total $m – – – 540 – – – – 540 – – – – 10,653 – – – 15,019 9,665 9,179 9,164 10,653 255,922 13,435 3,596 10,653 326,633 $m $m Total $m – – – 540 – – – – 540 – – – – 10,653 – – – 15,019 9,665 9,179 9,164 10,653 255,688 13,435 3,596 10,653 326,399 Total ﬁ nancial assets 282,384 15,019 297,403 17,803 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial assets within loans and advances. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. LIQUID ASSETS AND DUE FROM/TO OTHER FINANCIAL INSTITUTIONS The carrying values of these ﬁ nancial instruments are considered to approximate their net fair values as they are short-term in nature or are receivable on demand. TRADING SECURITIES Trading securities are carried at fair value. Fair value is generally based on quoted market prices, broker or dealer price quotations, or prices for securities with similar credit risk, maturity and yield characteristics. DERIVATIVE FINANCIAL INSTRUMENTS The fair values of derivative ﬁ nancial instruments are determined using market prices and market accepted valuation models as appropriate (including discounted cash ﬂ ow models) based on current market yields for similar types of instruments and the maturity of each instrument AVAILABLE-FOR-SALE ASSETS Fair value is based on quoted market prices or broker or dealer price quotations. If this information is not available, fair value is estimated using quoted market prices for securities with similar credit, maturity and yield characteristics, or market accepted valuation models as appropriate (including discounted cash ﬂ ow models) based on current market yields for similar types of instruments and the maturity of each instrument. Financial Report 125 NOTES TO THE FINA NCIAL STATEMENTS 37: Fair Value of Financial Assets and Financial Liabilities (continued) NET LOANS AND ADVANCES AND ACCEPTANCES The carrying value of loans and advances and acceptances includes deferred fees and expenses, and is net of provision for credit impairment and income yet to mature. The estimated fair value of loans, advances and acceptances is based on the discounted amount of estimated future cash ﬂ ows and accordingly has not been adjusted for provision for credit impairment. Estimated contractual cash ﬂ ows for performing loans are discounted at estimated current bank credit spreads to determine fair value. For loans with doubt as to collection, expected cash ﬂ ows (inclusive of the value of security) are discounted using a rate, which includes a premium for the uncertainty of the ﬂ ows. The difference between estimated fair values for loans and advances and acceptances and their carrying value reﬂ ects changes in interest rates and the credit worthiness of borrowers since loan origination. Consolidated at 30 September 2007 Financial liabilities Due to other ﬁ nancial institutions Derivative ﬁ nancial instruments1 Deposits and other borrowings Liability for acceptances Bonds and notes2 Loan capital2 Payables and other liabilities Total ﬁ nancial liabilities Consolidated at 30 September 2007 Financial liabilities Due to other ﬁ nancial institutions Derivative ﬁ nancial instruments1 Deposits and other borrowings Liability for acceptances Bonds and notes2 Loan capital2 Payables and other liabilities Total ﬁ nancial liabilities OTHER FINANCIAL ASSETS Included in this category are accrued interest and fees receivable. The carrying values of accrued interest and fees receivable are considered to approximate their net fair values as they are short term in nature or are receivable on demand. The change in fair value of the designated ﬁ nancial assets attributable to changes in credit risk has been calculated by determining the change in credit rating and credit spread implicit in the loans and advances issued by entities with similar credit characteristics. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS The category loans and advances includes certain loans designated at fair value through proﬁ t or loss. At balance date, the credit exposure on these assets was $125 million (2006: nil). Of this, $68 million (2006: nil) was mitigated by collateral held. The cumulative change in fair value attributable to change in credit risk was a reduction to the assets of $1 million (2006: nil). The amount recognised in the income statement attributable to changes in credit risk was a loss of $1 million (2006: nil). At amortised cost At fair value through proﬁ t or loss Hedging Total Carrying Amount $m 17,986 – 226,738 14,536 49,079 10,524 10,079 328,942 Designated on initial recognition $m – – 8,135 – 4,996 2,260 – Held for Trading $m – 23,186 – – – – – Sub-total $m – 23,186 8,135 – 4,996 2,260 – $m $m – 994 – – – – – 17,986 24,180 234,873 14,536 54,075 12,784 10,079 15,391 23,186 38,577 994 368,513 At amortised cost At fair value through proﬁ t or loss Hedging Total Fair value $m 17,986 – 226,692 14,536 49,061 10,506 10,079 328,860 Designated on initial recognition $m – – 8,135 – 4,996 2,260 – Held for Trading $m – 23,186 – – – – – Sub-total $m – 23,186 8,135 – 4,996 2,260 – $m $m – 994 – – – – – 17,986 24,180 234,827 14,536 54,057 12,766 10,079 15,391 23,186 38,577 994 368,431 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial liabilities within bonds and notes and loan capital. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. 126 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 37: Fair Value of Financial Assets and Financial Liabilities (continued) Consolidated at 30 September 2006 Financial liabilities Due to other ﬁ nancial institutions Derivative ﬁ nancial instruments1 Deposits and other borrowings Liability for acceptances Bonds and notes2 Loan capital2 Payables and other liabilities Total ﬁ nancial liabilities Consolidated at 30 September 2006 Financial liabilities Due to other ﬁ nancial institutions Derivative ﬁ nancial instruments1 Deposits and other borrowings Liability for acceptances Bonds and notes2 Loan capital2 Payables and other liabilities Total ﬁ nancial liabilities At amortised cost At fair value through proﬁ t or loss Hedging Total Carrying Amount Designated on initial recognition $m Held for Trading $m Sub-total $m – – 6,015 – 3,611 2,778 – – 8,329 – – – – – – 8,329 6,015 – 3,611 2,778 – 12,404 8,329 20,733 $m $m – 424 – – – – – 424 14,118 8,753 204,794 13,435 50,050 11,126 10,108 312,384 $m 14,118 – 198,779 13,435 46,439 8,348 10,108 291,227 At amortised cost At fair value through proﬁ t or loss Hedging Total Fair value Designated on initial recognition $m Held for Trading $m Sub-total $m – – 6,015 – 3,611 2,778 – – 8,329 – – – – – – 8,329 6,015 – 3,611 2,778 – 12,404 8,329 20,733 $m $m – 424 – – – – – 424 14,118 8,753 204,791 13,435 50,051 11,122 10,108 312,378 $m 14,118 – 198,776 13,435 46,440 8,344 10,108 291,221 1 Derivative financial instruments classified as ‘held for trading’ include derivatives entered into as economic hedges which are not designated as accounting hedges. 2 Fair value hedging is applied to financial liabilities within bonds and notes and loan capital. The resulting fair value adjustments mean that the carrying value differs from the amortised cost. Financial Report 127 NOTES TO THE FINA NCIAL STATEMENTS 37: Fair Value of Financial Assets and Financial Liabilities (continued) DEPOSITS AND OTHER BORROWINGS The fair value of a deposit liability without a speciﬁ ed maturity or at call is deemed to be the amount payable on demand at the reporting date. The fair value is not adjusted for any value expected to be derived from retaining the deposit for a future period of time. For interest bearing ﬁ xed maturity deposits and other borrowings and acceptances without quoted market prices, market borrowing rates of interest for debt with a similar maturity are used to discount contractual cash ﬂ ows. BONDS AND NOTES AND LOAN CAPITAL The aggregate fair value of bonds and notes and loan capital is calculated based on quoted market prices. For those debt issues where quoted market prices were not available, a discounted cash ﬂ ow model using a yield curve appropriate for the remaining term to maturity of the debt instrument is used. PAYABLES AND OTHER FINANCIAL LIABILITIES This category includes accrued interest and fees payable for which the carrying amount is considered to approximate the fair value. COMMITMENTS AND CONTINGENCIES As outlined in note 45, the Group has various credit related commitments. Based upon the level of fees currently charged for granting such commitments, taking into account maturity and interest rates, together with any changes in the creditworthiness of counterparties since origination of the commitments, their estimated replacement or net fair value is not material. FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT OR LOSS Parts of loan capital, bonds and notes and deposits and other borrowings have been designated as ﬁ nancial liabilities at fair value through proﬁ t or loss in order to eliminate an accounting mismatch which would arise if the liabilities were otherwise carried at amortised cost. Deposits and other borrowings At balance date, the carrying amount of deposits and other borrowings designated at fair value through proﬁ t or loss was $8,135 million (2006: $6,015 million). This is $74 million (2006: $92 million) lower than the contractual amount payable to the holder at maturity. The accumulated amount of the change in fair value attributable to changes in credit risk on these liabilities was less than $1 million (2006: less than $1 million). Bonds and notes At balance date, the carrying amount of bonds and notes designated at fair value through proﬁ t or loss was $4,996 million (2006: $3,611 million). This is $2 million (2006: $43 million) higher than the contractual amount payable to the holder at maturity. The accumulated amount of the change in fair value attributable to changes in credit risk on these liabilities was a decrease in the liability of $31 million (2006: a decrease in the liability of $2 million). During the year a gain of $29 million (2006: loss of $1 million) was recognised from the change in credit risk associated with bonds and notes. Loan capital At balance date, the carrying amount of loan capital designated at fair value through proﬁ t or loss was $2,260 million (2006: $2,778 million). This is $5 million (2006: $67 million) higher than the contractual amount payable to the holder at maturity. The accumulated amount of the change in fair value attributable to changes in credit risk on these liabilities was an increase in the liability of $12 million (2006: an increase in the liability of $29 million). During the year a gain of $17 million (2006: gain of $4 million) was recognised from the change in credit risk associated with loan capital. For each of loan capital, bonds and notes and deposits and other borrowings, the change in fair value attributable to changes in credit risk has been determined as the amount of change in fair value that is not attributable to changes in market conditions that give rise to market risks (benchmark interest rate, and foreign exchange rates). 128 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 38: Segment Analysis For management purposes the Group is organised into three major business segments being Personal, Institutional and New Zealand Business. An expanded description of the principal activities for each of the business segments is contained in the Glossary on pages 170 to 171. A summarised description of each business segment is shown below: Personal Provides: Rural Commercial & Agribusiness Products, Small Business Banking Products, Banking Products, Consumer Finance, Investment and Insurance Products, Mortgages and other (including the branch network) in Australia; Retail banking services in the Paciﬁ c region; and Vehicle and equipment ﬁ nance, rental services and ﬁ xed and at call investments. Institutional Provides: A full range of ﬁ nancial services to the Group’s business banking, corporate and institutional customers including Corporate Finance, Business Banking, Markets and Working Capital. New Zealand Businesses Provides: A full range of banking services for personal, small business and corporate customers in New Zealand. Including ANZ Retail, NBNZ Retail, Corporate and Commercial Banking, Investment Insurance Products, Private Banking, Rural Banking and Central Support. As the composition of segments was amended during the year, September 2006 comparatives have been adjusted to be consistent with the 2007 segment deﬁ nitions. BUSINESS SEGMENT ANALYSIS1, 2 Consolidated Year ended 30 September 2007 External interest income External interest expense Adjust for intersegment interest Net interest income Other external operating income Share of net proﬁ t of equity accounted investments Segment revenue Other external expenses Net intersegment (income)/expenses Operating expenses Provision for credit impairment Segment result Income tax expense Minority interests Proﬁ t after income tax attributable to shareholders of the company Capital expenditure Non-Cash Expenses Depreciation & amortisation Equity-settled share-based payment expenses Provision for credit impairment Provisions for employee entitlements Provision for restructuring Financial Position Total external assets4 Share of associate and joint venture companies Total external liabilities5 Goodwill Intangibles Personal $m Institutional $m New Zealand Businesses $m 11,047 (3,275) (4,490) 3,282 1,407 4 4,693 (1,894) (346) (2,240) (393) 2,060 (616) (2) 1,442 60 (132) (21) (393) (25) (10) 8,982 (6,396) (611) 1,975 1,511 16 3,502 (1,070) (308) (1,378) (69) 2,055 (604) (3) 1,448 32 (37) (25) (69) (17) (9) 5,879 (3,539) (674) 1,666 487 20 2,173 (1,023) (11) (1,034) (69) 1,070 (344) – 726 36 (39) (11) (69) (55) (2) Other3 $m Consolidated total $m 302 (5,698) 5,775 379 419 219 26,210 (18,908) – 7,302 3,824 259 1,017 11,385 (966) 665 (301) (36) 680 (114) (2) 564 285 (107) (5) (36) (24) (22) (4,953) – (4,953) (567) 5,865 (1,678) (7) 4,180 413 (315) (62) (567) (121) (43) 153,488 16 74,942 307 319 156,516 177 143,623 4 136 71,284 181 58,506 20 22 11,212 3,056 92,891 2,795 74 392,500 3,430 369,962 3,126 551 1 Results are equity standardised. 2 Intersegment transfers are accounted for and determined on an arm’s length or cost recovery basis. 3 Includes INGA & Private Bank, Treasury, Operations, Technology & Shared Services, Corporate Centre, Group Risk Management, Group Financial Management and significant items. Also includes the London headquartered project finance and certain structured finance transactions that ANZ has exited as part of its de-risking strategy. 4 Excludes deferred tax assets. 5 Excludes income tax liabilities. Financial Report 129 NOTES TO THE FINA NCIAL STATEMENTS 38: Segment Analysis (continued) The following analysis details ﬁ nancial information by business segment. BUSINESS SEGMENT ANALYSIS1, 2 Consolidated Year ended 30 September 2006 External interest income External interest expense Adjust for intersegment interest Net interest income Other external operating income Share of net proﬁ t of equity accounted investments Segment revenue Other external expenses Net intersegment expenses Operating expenses Provision for credit impairment Segment result Income tax expense Minority interests Proﬁ t after income tax attributable to the shareholders of the Company Capital expenditure Non-Cash Expenses Depreciation & amortisation Equity-settled share-based payment expenses Provision for credit impairment Provisions for employee entitlements Provision for restructuring Financial Position Total external assets4 Share of associate and joint venture entities Total external liabilities5 Goodwill Intangibles Personal $m Institutional $m 9,344 (2,669) (3,658) 3,017 1,159 7 4,183 (1,766) (315) (2,081) (336) 1,766 (526) (1) 1,239 57 (126) (25) (336) (22) (15) 7,595 (4,894) (686) 2,015 1,226 15 3,256 (955) (301) (1,256) (58) 1,942 (576) (3) 1,363 10 (23) (28) (58) (13) (23) New Zealand Business $m 5,070 (3,122) (441) 1,507 461 20 1,988 (982) (5) (987) (4) 997 (322) – 675 47 (43) (9) (4) (51) (1) Other3 $m Consolidated total $m 292 (4,673) 4,785 404 169 152 725 (828) 621 (207) (9) 509 (98) – 411 136 (100) (14) (9) (9) (12) 22,301 (15,358) – 6,943 3,015 194 10,152 (4,531) – (4,531) (407) 5,214 (1,522) (4) 3,688 250 (292) (76) (407) (95) (51) 136,915 22 67,151 33 269 118,996 152 107,913 – 92 63,717 164 52,330 20 19 14,759 1,862 86,518 2,847 57 334,387 2,200 313,912 2,900 437 1 Results are equity standardised. 2 Intersegment transfers are accounted for and determined on an arm’s length or cost recovery basis. 3 Includes Partnerships & Private Bank, Treasury, Operations, Technology & Shared Services, Corporate Centre, Group Risk Management and Group Financial Management and significant items. Also includes the London headquartered project finance and certain structured finance transactions that ANZ has exited as part of its de-risking strategy. 4 Excludes deferred tax assets. 5 Excludes income tax liabilities. 130 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 38: Segment Analysis (continued) The following analysis details ﬁ nancial information by geographic location. GEOGRAPHIC SEGMENT ANALYSIS1, 2 Consolidated Income Australia New Zealand Overseas Markets Total assets3 Australia New Zealand Overseas Markets Capital Expenditure Australia New Zealand Overseas Markets 1 Intersegment transfers are accounted for and determined on an arm’s length or cost recovery basis. 2 The geographic segments represent the locations in which the transaction was booked. 3 Excludes deferred tax assets. 2007 2006 $m % $m % 20,180 8,092 2,021 30,293 272,968 91,033 28,499 392,500 326 36 51 413 66% 27% 7% 100% 70% 23% 7% 100% 79% 9% 12% 100% 16,861 6,962 1,687 25,510 229,973 82,772 21,642 334,387 171 47 32 250 66% 27% 7% 100% 69% 25% 6% 100% 68% 19% 13% 100% Financial Report 131 NOTES TO THE FINA NCIAL STATEMENTS 39: Notes to the Cash Flow Statements a) Reconciliation of net proﬁ t after income tax to net cash provided by operating activities Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m Inﬂ ows (Outﬂ ows) Inﬂ ows (Outﬂ ows) Inﬂ ows (Outﬂ ows) Inﬂ ows (Outﬂ ows) Operating proﬁ t after income tax attributable to shareholders of the Company 4,180 3,688 3,551 3,174 Adjustments to reconcile operating proﬁ t after income tax to net cash provided by/(used in) operating activities Provision for credit impairment Depreciation and amortisation Proﬁ t on sale of Businesses Provision for employee entitlements, restructuring and other provisions Payments from provisions (Proﬁ t)/loss on sale of premises and equipment (Proﬁ t)/loss on sale of available-for-sale assets Share based payments Net (increase)/decrease in operating assets Trading securities Liquid assets greater than three months Due from other banks-more than 90 days Loans and advances Net intra-group loans and advances Regulatory deposits Interest receivable Accrued income Net tax assets Amortisation of discounts/premiums included in investing activities Net (decrease)/increase in operating liabilities Deposits and other borrowings Due to other ﬁ nancial institutions Payables and other liabilities Interest payable Accrued expenses Other Total adjustments Net cash (used in)/provided by operating activities 567 309 (234) 336 (307) (33) (14) 7 (7,325) (1,641) (410) (37,403) – (54) (56) (23) (203) (80) 33,964 4,326 (91) 367 23 (242) 407 292 – 250 (223) 4 (8) 31 (1,681) (1,300) 1,318 (26,848) – (42) (119) (24) 297 (151) 16,129 1,859 541 482 10 (67) (8,217) (8,843) (4,037) (5,155) 388 242 (39) 286 (245) 4 (4) 7 (6,894) (1,865) (195) (27,739) (10,305) (31) (3) (38) (565) – 34,585 3,050 (11) 206 25 (144) (9,285) (5,734) 278 223 – 106 (83) 5 (7) 31 (182) (441) 177 (18,732) 66 (17) 4 (27) 32 – 14,736 2,462 1,221 830 13 563 1,258 4,432 b) Reconciliation of cash and cash equivalents Cash and cash equivalents include liquid assets and amounts due from other ﬁ nancial institutions with an original term to maturity of less than 90 days. Cash and cash equivalents at the end of the ﬁ nancial year as shown in the statements of cash ﬂ ows are reconciled to the related items in the statements of ﬁ nancial position as follows: Liquid assets – less than 90 days (refer note 9) Due from other ﬁ nancial institutions – less than 90 days (refer note 10) Consolidated 2007 $m 2006 $m 12,307 6,767 11,633 8,711 The Company 2007 $m 6,701 5,339 2006 $m 8,050 5,520 Cash and cash equivalents in the statement of cashﬂ ows 19,074 20,344 12,040 13,570 132 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 39: Notes to the Cash Flow Statements (continued) c) Acquisitions and disposals Cash outﬂ ows from acquisitions Purchases of controlled entities (note 18) Purchases of interest in associates and joint ventures Cash inﬂ ows from disposals Disposals of controlled entities (note 18) Disposals of associates and joint ventures No material acquisitions and disposals have occured in 2006. d) Non-cash ﬁ nancing and investing activities Share capital issues Dividend reinvestment plans e) Financing arrangements Credit standby arrangements Standby Lines Other ﬁ nancing arrangements Overdraft and other ﬁ nancing arrangements Total ﬁ nance available Consolidated The Company 2007 $m 203 1,247 1,450 377 67 444 2006 $m – 289 289 – 14 14 2007 $m 177 372 549 – 67 67 2006 $m – 230 230 – 10 10 442 165 442 165 2007 2006 Available $m Unused $m Available $m Unused $m 192 3,429 3,621 184 727 911 827 3,466 4,293 821 985 1,806 Financial Report 133 NOTES TO THE FINA NCIAL STATEMENTS 40: Controlled Entities Ultimate parent of the Group Australia and New Zealand Banking Group Limited All controlled entities are 100% owned unless otherwise noted. The material controlled entities of the Group are: Amerika Samoa Bank ANZ Capel Court Limited ANZ Capital Funding Pty Ltd ANZ Capital Hedging Pty Ltd ANZ Commodity Trading Pty Ltd ANZcover Insurance Pty Ltd ANZ Trustees Limited ANZ Funds Pty Ltd ANZ Bank (Europe) Limited* ANZ Bank (Samoa) Limited* ANZ Holdings (New Zealand) Limited* ANZ National Bank Limited* ANZ Investment Services (New Zealand) Limited* ANZ National (Int’l) Limited* Arawata Finance Limited* Arawata Holdings Limited* Harcourt Corporation Limited* Airlie Investments Limited* Nerine Finance No. 21 Arawata Trust Company* Arawata Trust* Endeavour Finance Limited* Tui Endeavour Limited* National Bank of New Zealand Custodians Limited* Alos Holdings Limited* NBNZ Holdings Ltd* Private Nominees Limited* UDC Finance Limited* ANZ International (Hong Kong) Limited* ANZ Asia Limited* ANZ Bank (Vanuatu) Limited* ANZ International Private Limited* ANZ Singapore Limited* ANZ Online Holdings Pty Ltd ETRADE Australia Limited ANZ Royal Bank (Cambodia) Limited*1 Bank of Kiribati Ltd*1 LFD Limited Minerva Holdings Limited* Upspring Limited* ANZ Investment Holdings Pty Ltd 530 Collins Street Property Trust ANZ Lenders Mortgage Insurance Pty Limited ANZ Nominees Limited ANZ Orchard Investments Pty Ltd Australia and New Zealand Banking Group (PNG) Limited* Citizens Bancorp Inc Citizens Security Bank (Guam) Inc Coral Finance Limited1 Esanda Finance Corporation Limited Kingﬁ sher Trust 2004-1G1 Omeros II Trust1 PT ANZ Panin Bank*1 ANZ Vientiane Commercial Bank Limited*1 Incorporated in Nature of Business Australia Banking American Samoa Australia Australia Australia Australia Australia Australia Australia England Samoa New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand New Zealand Hong Kong Hong Kong Vanuatu Singapore Singapore Australia Australia Cambodia Kiribati Australia England England Australia Australia Australia Australia Australia Papua New Guinea Guam Guam England Australia Australia Australia Indonesia Laos Banking Investment Banking Funding Hedging Finance Captive-Insurance Trustee/Nominee Investment Banking Banking Holding Company Banking Fund Manager Finance Finance Holding Company Investment Investment Finance Finance Finance Finance Finance Custodians Finance Holding Company Nominee Finance Holding Company Banking Banking Holding Company Merchant Banking Holding Company Online Stockbroking Banking Banking Holding Company Holding Company Finance Holding Company Investment Mortgage Insurance Nominee Holding Company Banking Holding Company Banking Securitisation General Finance Securitisation Securitisation Banking Banking * Audited by overseas KPMG firms. 1 Minority interests hold ordinary shares or units in the controlled entities listed above as follows: Bank of Kiribati Ltd - 150,000 $1 ordinary shares (25%) (2006 : 150,000 $1 ordinary shares (25%); PT ANZ Panin Bank – 7,500 IDR 1 million shares (15%) (2006: 7,500 IDR 1 million shares (15%); Nerine Finance No. 2 – 3,650 NZD100,000 redeemable preference shares and 35 NZD1 Class ‘A’ shares (42%) (2006: 3,650 NZD100,000 redeemable preference shares and 35 NZD1 Class ‘A’ shares (42%)); ANZ Royal Bank (Cambodia) Limited – 180,000 USD100 ordinary shares (45%) (2006: 99,000 USD100 ordinary shares (45%)); Coral Finance Limited – GBP 1 ordinary share (67%) (2006: GBP 1 ordinary share (67%)); Kingfisher Trust 2004 – 1G residual capital unitholder (2006: residual capital unitholder); ANZ Vientiane Commercial Bank – 4,000,000 $1 ordinary shares (40%) (2006: n/a); Omeros II Trust – residual capital unitholder (2006: residual capital unitholder). 134 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 41: Associates Signiﬁ cant associates of the Group are as follows: P.T. Bank Pan Indonesia1 Bank of Tianjin (formerly Tianjin City Commercial Bank)2 Metrobank Card Corporation Inc3 AMMB Holdings Berhad4 Shanghai Rural Commercial Bank5 Other associates Total carrying value of associates Ownership interest held 30% 20% 40% 19% 20% Voting interest 30% 20% 40% 14%8 20% Incorporated in Carrying value6 $m Indonesia Peoples Republic of China Philippines Malaysia Peoples Republic of China 252 164 28 804 307 194 1,749 Reporting date 31 December 31 December 31 December 31 March 31 December Fair value7 $m 527 n/a n/a 873 n/a n/a Principal activity Banking Banking Cards Issuing Banking Banking 1 An associate from 1 April 2001. 2 An associate from 13 June 2006. 3 An associate from 9 October 2003. 4 An associate from 18 May 2007. 5 An associate from 20 September 2007. 6 2006 carrying values as follows: P.T. Bank Pan Indonesia $222 million, Bank of Tianjin $164 million, Metrobank Card Corporation Inc $28 million, and Other associates $178 million. Total $592 million. 7 Applicable to those investments in associates where there are published price quotations. 8 The investment in AMMB Holdings Berhad comprises ordinary shares, preference shares mandatorily converting into ordinary shares, and bonds exchangeable into ordinary shares. The terms of the preference shares allow ANZ to convert the preference shares into ordinary shares any time, and they will mandatorily convert after 5 years on issue. The terms of the exchangeable bonds allow ANZ to convert the exchangeable bonds into ordinary shares at any time within the 10 year period to maturity. Currently held ordinary shares provide ANZ a voting interest of 14%. The other instruments could increase ANZ’s voting interest and ownership interest up to 25%, when converted or exchanged in full. An increase above 20% would require regulatory approval. Aggregate assets of signiﬁ cant associates Aggregate liabilities of signiﬁ cant associates Aggregate revenue of signiﬁ cant associates Results of Associates Share of associates proﬁ t before income tax Share of income tax expense Share of associates net proﬁ t – as disclosed by associates Adjustments - withholding tax - provisioning - other Share of associates net proﬁ t accounted for using the equity method 42: Interests in Joint Venture Entities The Group has interests in joint venture entities as follows: Ownership interest held Voting interest held Incorporated in Carrying value6 $m Reporting dates ING Australia Limited1, 5 49%2 49%2 Australia 1,519 31 December ING (NZ) Holdings Limited3,5 49%4 50%4 New Zealand 162 31 December 2007 $m 64,649 60,081 4,737 2006 $m 16,784 15,356 586 Consolidated 2007 $m 131 (37) 94 (4) (2) (1) 87 2006 $m 70 (17) 53 (2) 4 1 56 Principal activity Funds Management and Insurance Funds Management and Insurance Total interests in Joint Venture entities 1,681 1 A joint venture entity from 1 May 2002. 2 This represents the Group’s 49% share of the assets and liabilities of ING Australia Limited. The Group has joint control of the joint venture, and accordingly the entity is not consolidated. Key details of the joint venture are: ■ ING Australia Limited is owned 51% by ING Group and 49% by ANZ. ■ Both shareholders have an equal say in strategic decisions with a number of matters requiring the approval of both shareholders (i.e. require unanimous approval). These include major items of capital expenditure, acquisitions or disposals in excess of $20 million and changes to the Board structure. ■ Equal board representation with four Group nominees and four ING Group nominees. All key issues (including business plans, major capital expenditure, acquisitions etc) require unanimous Board approval. ■ Refer to Critical Accounting Estimate item (ii) for details regarding valuation of investment in ING Australia Limited. The Joint Venture includes the majority of the Group’s and ING’s funds management and insurance activities in Australia. 3 A joint venture entity from 30 September 2005. 4 This represents the Group’s 49% share of assets and liabilities of ING (NZ) Holdings Limited. The Group has joint control of the joint venture, and accordingly the entity is not consolidated. Key details of the joint venture are: ■ ING (NZ) Holdings Limited is owned 51% by ING Group and 49% by ANZ. ■ Both shareholders have an equal say in strategic decisions with a number of matters requiring the approval of both shareholders (i.e. require unanimous approval). These include major items of capital expenditure, acquisitions or disposals in excess of $20 million and changes to the Board structure. ■ Equal board representation with four Group nominees and four ING Group nominees. All key decisions (including business plans, major capital expenditure, acquisitions etc) require unanimous Board approval. ■ Refer to Critical Estimates and Judgements used in Applying Accounting Policies item (iii) for details regarding valuation of investment in ING (NZ) Holdings Limited The joint venture includes the majority of the Group’s and ING’s funds management and insurance activities in New Zealand. 5 ING Australia Limited and ING (NZ) Holdings Limited have different reporting dates than the Consolidated Group to align with the ING Group parent entity. 6 2006 carrying values as follows: ING Australia Limited $1,462 million; and ING (NZ) Holdings Limited $146 million. Financial Report 135 NOTES TO THE FINA NCIAL STATEMENTS 42: Interests in Joint Venture Entities (continued) ING Australia Limited ING (NZ) Holdings Limited Consolidated Total Retained proﬁ ts attributable to the joint venture entity At the beginning of the year At the end of the year Movement in the carrying amount of the joint venture entity Carrying amount at the commencement of the year IFRS opening balance sheet adjustments Share of net proﬁ t Dividend received Movement in reserves Adjustment for exchange rate ﬂ uctuations 2007 $m 256 313 1,462 – 152 (95) – – 2006 $m 183 256 1,530 (138) 119 (46) (3) – Carrying amount at the end of the year 1,519 1,462 2007 $m 19 39 146 – 20 – – (4) 162 70 137 207 19 9 28 2006 $m – 19 131 – 19 – – (4) 146 70 154 224 45 16 61 2007 $m 275 352 1,608 – 172 (95) – (4) 2006 $m 183 275 1,661 (138) 138 (46) (3) (4) 1,681 1,608 14,782 1,954 12,563 1,724 16,736 14,287 14,900 707 12,475 751 15,607 13,226 14,712 1,817 12,493 1,570 16,529 14,063 14,881 698 12,430 735 15,579 13,165 950 898 179 163 1,129 1,061 433 (233) 200 (48) 152 152 150 19 169 27 27 372 (216) 156 (37) 119 119 154 18 172 65 65 69 (49) 20 – 20 20 3 – 3 – – 59 (39) 20 (1) 19 19 3 – 3 – – 502 (282) 220 (48) 172 172 153 19 172 27 27 431 (255) 176 (38) 138 138 157 18 175 65 65 Share of assets and liabilities1 Investments Other assets Share of total assets Policy holder liabilities Other liabilities Share of total liabilities Share of net assets Share of revenues, expenses and results Revenues Expenses Proﬁ t before income tax Income tax expense Proﬁ t after income tax Net equity accounted proﬁ t Share of commitments Lease commitments Other commitments Share of total expenditure commitments Share of contingent liabilities In relation to ANZ’s interest in the joint venture entity2 1 This represents the Group’s share of the assets and liabilities of ING Australia Limited and ING (NZ) Holdings Limited, less minority interests and including goodwill on acquisition of ANZ Funds Management entities. 2 This represents Deeds of Subordination with ASIC and buyer of last resort. 43: Fiduciary Activities The Group conducts various ﬁ duciary activities as follows: Investment ﬁ duciary activities for trusts The Group conducts investment ﬁ duciary activities for trusts, including deceased estates. These trusts have not been consolidated as the Group does not have direct or indirect control. Where the Company or its controlled entities incur liabilities in respect of these operations as trustee, where the primary obligation is incurred in an agency capacity as trustee of the trust rather than on the Group’s own account, a right of indemnity exists against the assets of the applicable funds or trusts. As these assets are sufﬁ cient to cover the liabilities and it is therefore not probable that the Company or its controlled entities will be required to settle the liabilities, the liabilities are not included in the ﬁ nancial statements. 136 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 43: Fiduciary Activities (continued) The aggregate amounts of funds concerned are as follows: Trusteeships Consolidated 2007 $m 2006 $m 2,651 2,080 Funds management activities Funds management activities are conducted through the ING Australia Limited and ING (NZ) Holdings Limited joint ventures and certain subsidiaries of the Group. As stated in note 1 (ii), shares in joint venture entities are stated in the consolidated balance sheet at cost plus the Group’s share of post acquisition earnings. Funds under management on behalf of customers are not consolidated because these funds invest in speciﬁ ed investments on behalf of clients. The Group controlled or jointly controlled fund management companies with funds under management as follows: ING Australia Limited Joint Venture ING (NZ) Holdings Limited Joint Venture Controlled entities – New Zealand Controlled entities – Australia 2007 $m 49,461 7,220 3,895 798 2006 $m 42,783 7,256 3,721 150 61,374 53,910 Custodian services activities Custodian services are conducted through ANZ Custodian Services. ANZ Custodian Services holds investment assets under custody on behalf of external customers and as a consequence the assets are not consolidated in the Group’s accounts. As at 30 September 2007, ANZ Custodian Services had funds under custody of $148.2 billion (30 September 2006: $120.2 billion). 44: Commitments Property Contracts for construction of new ofﬁ ce building in Docklands area, Melbourne Australia Not later than 1 year Later than one year but not later than 5 years Aquisitions2 Not later than 1 year Capital expenditure Contracts for outstanding capital expenditure Not later than 1 year Total capital expenditure commitments1 Lease rentals Land and buildings Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Furniture and equipment Not later than 1 year Later than 1 year but not later than 5 years Later than 5 years Total lease rental commitments Total commitments Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 171 212 9 101 493 232 512 384 – – – 55 55 227 567 433 1,128 1,227 29 29 – 58 24 19 1 44 171 212 9 83 475 159 373 356 888 16 16 – 32 1,186 1,679 1,271 1,326 920 1,395 – – – 16 16 151 399 399 949 17 10 – 27 976 992 1 Relates to premises and equipment. 2 At 30 September 2007, the Group had entered into conditional contracts, subject to regulatory and shareholder approval, to acquire a 40% equity interest in Sacom Cards for $9 million. Financial Report 137 NOTES TO THE FINA NCIAL STATEMENTS 45: Contingent Liabilities, Contingent Assets and Credit Related Commitments CUSTOMER RELATED CREDIT RELATED COMMITMENTS AND CONTINGENT LIABILITIES Credit related commitments Facilities provided Undrawn facilities1 Australia New Zealand Overseas Markets Total Consolidated The Company 2007 Contract amount $m 2006 Contract amount $m 2007 Contract amount $m 2006 Contract amount $m 107,269 98,554 86,124 77,720 70,692 18,765 17,812 62,746 18,840 16,968 69,999 – 16,125 61,741 – 15,979 107,269 98,554 86,124 77,720 1 The credit risk of the undrawn facilities may be less than the contract amount, however the credit risk has been taken to be the contract amount. The majority of undrawn facilities are subject to customers maintaining specific credit standards. The amount does not necessarily represent future cash requirements as many of these facilities are expected to be partially used or to expire unused. Contingent liabilities Details of the estimated maximum amount of contingent liabilities that may become payable are disclosed on the following pages. These contingent liabilities relate to transactions that the Group has entered into as principal. By contrast, the quantitative tabular presentation below relates to customer contingent liabilities, i.e. direct credit substitutes and trade and performance related items. Guarantees, Standby letters of credit, Bill endorsements and Other are classiﬁ ed by APRA as direct credit substitutes and exhibit the same credit risk characteristics as a direct extension of credit. The maximum potential amount of future payments represents the contract amount that could be lost if the counterparty fails to meet its ﬁ nancial obligations. Documentary letters of credit involve the issue of letters of credit guaranteeing payment in favour of an exporter secured against an underlying shipment of goods or backed by a conﬁ rmatory letter of credit from another bank. Performance related contingencies are liabilities that oblige the Group to make payments to a third party should the customer fail to fulﬁ l the non-monetary terms of the contract. The Group guarantees the performance of customers by issuing standby letters of credit and guarantees to third parties. The risk involved is essentially the same as the credit risk involved in extending loan facilities to customers, therefore these transactions are subjected to the same credit origination, portfolio management and collateral requirements for customers applying for loans. As the facilities may expire without being drawn upon, the notional amounts do not necessarily reﬂ ect future cash requirements. The credit risk of these facilities may be less than the contract amount, however the credit risk has been taken to be the contract amount. 138 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 45: Contingent Liabilities, Contingent Assets and Credit Related Commitments (continued) Guarantees Standby letters of credit Bill endorsements Documentary letters of credit Performance related contingencies Other Total customer contingent liabilities Australia New Zealand Overseas Markets Total customer contingent liabilities Consolidated The Company 2007 Contract amount $m 5,410 1,476 28 3,238 12,671 993 2006 Contract amount $m 4,690 1,468 100 3,078 11,710 1,009 2007 Contract amount $m 5,194 1,474 28 3,080 12,091 307 2006 Contract amount $m 4,611 1,296 100 2,939 11,265 628 23,816 22,055 22,174 20,839 10,535 1,253 12,028 9,473 1,011 11,571 10,525 – 11,649 9,462 – 11,377 23,816 22,055 22,174 20,839 ASSETS PLEDGED AS SECURITY AND SECURED LIABILITIES The following assets are pledged as collateral: mandatory reserve deposits held with local central banks in accordance with statutory requirements. These deposits are not available to ﬁ nance the Group’s day to day operations; and debenture undertakings covering the assets of Esanda Finance Corporation Limited (Esanda) and its subsidiaries and UDC Finance Limited. The debenture stock of Esanda and its subsidiaries and UDC Finance Limited is secured by a trust deed and collateral debentures, giving ﬂ oating charges upon the undertaking of all the tangible assets of the entity, other than land and buildings. All controlled entities of Esanda and UDC Finance Limited have guaranteed the payment of principal, interest and other monies in relation to all debenture stock and unsecured notes issued by Esanda and UDC Finance Limited respectively. Note that the only loans pledged are those in Esanda and UDC Finance Limited. The value of assets pledged as security is as follows: Regulatory deposits Assets pledged as collateral under debenture undertakings1 1 Related liabilities is $9,539 million (2006: $9,757 million). Consolidated 2007 $m 2006 $m 235 15,347 205 16,028 15,582 16,233 The Company 2007 $m 148 – 148 2006 $m 132 – 132 The Group has accepted collateral that it is permitted to sell or repledge in connection with its stock-lending activities. The fair value of the collateral accepted is $3.5 billion (2006: $3.3 billion) and this equates to our obligation to our counterparties. OTHER BANK RELATED CONTINGENT LIABILITIES The details and estimated maximum amount of contingent liabilities that may become payable are set out below. i) Clearing and settlement obligations In accordance with the clearing and settlement arrangements set out: in the Australian Payments Clearing Association Limited Regulations for the Australian Paper Clearing System, the Bulk Electronic Clearing System, the Consumer Electronic Clearing System and the High Value Clearing System (HVCS), the Company has a commitment to comply with rules which could result in a bilateral exposure and loss in the event of a failure to settle by a member institution; and in the Austraclear System Regulations and the CLS Bank International Rules, the Company has a commitment to participate in loss-sharing arrangements in the event of a failure to settle by a member institution. For HVCS and Austraclear, the obligation arises only in limited circumstances. ii) Nominee activities The Group will indemnify each customer of controlled entities engaged in nominee activities against loss suffered by reason of such entities failing to perform any obligation undertaken by them to a customer. iii) Interbank deposit agreement ANZ has entered into an Interbank Deposit Agreement with the major banks in the payments system. This agreement is a payment system support facility certiﬁ ed by the Australian Prudential Regulation Authority, where the terms are such that if any bank is experiencing liquidity problems, the other participants are required to deposit equal amounts of up to $2 billion for a period of 30 days. At the end of 30 days the deposit holder has the option to repay the deposit in cash or by way of assignment of mortgages to the value of the deposit. Financial Report 139 NOTES TO THE FINA NCIAL STATEMENTS 45: Contingent Liabilities, Contingent Assets and Credit Related Commitments (continued) relating to those businesses and, where it was anticipated that payments would be likely under the warranties or indemnities, made provisions to cover the anticipated liability. The issues below have not impacted adversely the reported results. All settlements, penalties and costs have been covered within the provisions established at the time. FERA In 1991 certain amounts were transferred from non-convertible Indian Rupee accounts maintained with Grindlays in India. These transactions may not have complied with the provisions of the Foreign Exchange Regulation Act, 1973. Grindlays, on its own initiative, brought these transactions to the attention of the Reserve Bank of India. The Indian authorities have served notices on Grindlays and certain of its ofﬁ cers in India and civil penalties have been imposed which are the subject of appeals. Criminal prosecutions are pending and will be defended. The amounts in issue are not material. Tax Indemnity ANZ provided an indemnity relating to tax liabilities of Grindlays (and its subsidiaries) and the Jersey Sub-Group to the extent to which such liabilities were not provided for in the Grindlays accounts as at 31 July 2000. Claims have been made under this indemnity also, with no material impact on the Group expected. vi) Trade Sanctions On 1 February 2007, following a review of its compliance with United States (US) economic sanctions and discussions with US regulators, the Group announced that it had curtailed ﬁ nancial transactions with US sanctioned countries and had taken further action to ensure compliance with US sanction regulations. A small number of transactions, 42 in total, involved parties from US sanctioned countries. The Group has made voluntary disclosures to US ﬁ nancial regulators and remains in discussion with US regulators regarding the transactions. The Group has also briefed Australian and New Zealand regulators. The US sanctions regime includes the possibility of ﬁ nes. Based on current knowledge, it is difﬁ cult to predict the level of ﬁ nes. Nonetheless, the Group considers that it holds appropriate provisions for these issues. iv) Contingent tax liability The Australian Taxation Ofﬁ ce is reviewing the taxation treatment of certain transactions, including legacy structured ﬁ nance transactions, undertaken by the Group in the course of normal business activities. The Inland Revenue Department (IRD) in New Zealand is reviewing a number of conduit-relieved structured ﬁ nance transactions as part of normal revenue authority audit procedures. This is part of an industry-wide review by the IRD of these transactions undertaken in New Zealand. The IRD has issued Notices of Proposed Adjustment (the ‘Notices’) in respect of some of those structured ﬁ nance transactions. The Notices are not tax assessments and do not establish a tax liability, but are the ﬁ rst step in a formal dispute process. In addition, the IRD has issued some tax assessments as a follow up to the Notices in some cases. Should the same position be adopted by the IRD on the remaining transactions of that kind as reﬂ ected in the Notices and in the tax assessments received, the maximum potential tax liability would be approximately NZD506 million (including interest tax effected) for the period to 30 September 2007. Of that maximum potential liability, approximately NZD142 million is subject to tax indemnities provided by Lloyds TSB Bank PLC under the agreement by which ANZ acquired the National Bank of New Zealand and which relate to transactions undertaken by the National Bank of New Zealand before December 2003. All of these conduit-relieved transactions have now either matured or been terminated. Additional issue-speciﬁ c audits and other investigations are being undertaken by the New Zealand IRD, and by revenue authorities in other jurisdictions as part of normal revenue authority activity in those countries. The Company has assessed these and other taxation claims arising in Australia, New Zealand and elsewhere, including seeking independent advice where appropriate, and considers that it holds appropriate provisions. v) Sale of Grindlays businesses On 31 July 2000, ANZ completed the sale to Standard Chartered Bank (SCB) of ANZ Grindlays Bank Limited and the private banking business of ANZ in the United Kingdom and Jersey, together with ANZ Grindlays (Jersey) Holdings Limited and its subsidiaries, for USD1.3 billion in cash. ANZ provided warranties and certain indemnities 140 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 45: Contingent Liabilities, Contingent Assets and Credit Related Commitments (continued) vii) Deed of Cross Guarantee in respect of certain controlled entities Pursuant to class order 98/1418 (as amended) dated 13 August 1998, relief was granted to a number of wholly owned controlled entities from the Corporations Act 2001 requirements for preparation, audit, and publication of individual ﬁ nancial statements. The results of these companies are included in the consolidated Group results. The entities to which relief was granted are: ANZ Properties (Australia) Pty Ltd1 ANZ Capital Hedging Pty Ltd1 Alliance Holdings Pty Ltd1 1 Relief originally granted on 21 August 2001. 2 Relief originally granted on 13 August 2002. 3 Relief originally granted on 9 September 2003. ANZ Orchard Investments Pty Ltd2 ANZ Securities (Holdings) Limited3 ANZ Funds Pty Ltd1 Votraint No. 1103 Pty Ltd2 It is the condition of the class order that the Company and each of the above controlled entities enter into a Deed of Cross Guarantee. A Deed of Cross Guarantee under the class order was executed by them and lodged with the Australian Securities and Investments Commission. The Deed of Cross Guarantee is dated 1 March 2006. The effect of the Deed is that the Company guarantees to each creditor payment in full of any debt in the event of winding up any of the controlled entities under certain provisions of the Corporations Act 2001. If a winding up occurs, the Company will only be liable in the event that after six months any creditor has not been paid in full. The controlled entities have also given similar guarantees in the event that the Company is wound up. The consolidated income statement and consolidated balance sheet of the Company and its wholly owned controlled entities which have entered into the Deed of Cross Guarantee are: Proﬁ t before tax Income tax expense Proﬁ t after income tax Retained proﬁ ts at start of year Adjustment on adoption of accounting policies speciﬁ ed by AASB 4, AASB 132 and AASB 139 Adjustment on adoption of AASB 2005–1 Total available for appropriation Ordinary share dividends provided for or paid Transfer from reserves Actuarial gains/(losses) on deﬁ ned beneﬁ t plans after tax Retained proﬁ ts at end of year Assets Liquid assets Available-for-sale assets Net loans and advances Other assets Premises and equipment Total assets Liabilities Deposits and other borrowings Income tax liability Payables and other liabilities Provisions Total liabilities Net assets Shareholders’ equity1 1 Shareholders’ equity excludes retained profits and reserves of controlled entities within the class order. Consolidated 2007 $m 4,835 (916) 3,919 8,240 – 141 2006 $m 4,161 (922) 3,239 7,103 (29) – 12,300 (2,363) – 75 10,313 (2,068) 49 (54) 10,012 8,240 10,618 11,383 198,610 78,242 802 10,428 8,657 172,155 50,532 603 299,655 242,375 161,195 669 117,992 710 128,321 1,067 95,000 688 280,566 225,076 19,089 17,299 19,089 17,299 Financial Report 141 NOTES TO THE FINA NCIAL STATEMENTS 45: Contingent Liabilities, Contingent Assets and Credit Related Commitments (continued) viii) Underpinning agreement – ANZ National Bank Limited The Company is party to an underpinning agreement with ANZ National Bank Limited whereby the Company undertakes to assume risk in relation to credit facilities extended by ANZ National Bank Limited to individual customers which exceed 35% of ANZ National Bank Limited’s capital base. ix) Underpinning agreement – Australia and New Zealand Banking Group (PNG) Limited The Company is party to an underpinning agreement with Australia and New Zealand Banking Group (PNG) Limited whereby the Company undertakes to assume risk in relation to credit facilities extended by Australia and New Zealand Banking Group (PNG) Limited to individual customers which exceed 25% of Australia and New Zealand Banking Group (PNG) Limited’s capital base. x) New Zealand Commerce Commission In November 2006, the New Zealand Commerce Commission brought proceedings under the Commerce Act 1986 against Visa, MasterCard and all New Zealand issuers of Visa and MasterCard credit cards, including ANZ National Bank Limited. The Commission alleges price ﬁ xing and substantially lessening competition in relation to the setting of credit card interchange fees and is seeking penalties and orders under the Commerce Act. Subsequently, several major New Zealand retailers have issued proceedings against ANZ National Bank and the other above mentioned defendants seeking unquantiﬁ ed damages, based on allegations similar to those contained in the Commerce Commission proceedings. ANZ National Bank is defending the proceedings. At this stage, the risks and any potential liabilities cannot be assesed. GENERAL There are outstanding court proceedings, claims and possible claims against the Group, the aggregate amount of which cannot readily be quantiﬁ ed. Appropriate legal advice has been obtained and, in the light of such advice, provisions as deemed necessary have been made. The gross amounts of provisions made for material litigation contingencies as at 30 September 2007 is $440 million (2006: $405 million). CONTINGENT ASSETS National Housing Bank In 1992, Grindlays received a claim aggregating to approximately Indian Rupees 5.06 billion from the National Housing Bank (NHB) in India. The claim arose out of cheques drawn by NHB in favour of Grindlays, the proceeds of which were credited to the account of a Grindlays customer. Grindlays won an arbitration award in March 1997, under which NHB paid Grindlays an award of Indian Rupees 9.12 billion. NHB subsequently won an appeal to the Special Court of Mumbai, after which Grindlays ﬁ led an appeal with the Supreme Court of India. Grindlays paid the disputed money including interest into court. Ultimately, the parties settled the matter and agreed to share the moneys paid into court which by then totalled Indian Rupees 16.45 billion ($661 million at 19 January 2002 exchange rates), with Grindlays receiving Indian Rupees 6.20 billion ($248 million at 19 January 2002 exchange rates) of the disputed monies. ANZ in turn received a payment of USD124 million (USD equivalent of the Indian Rupees received by Grindlays) from Standard Chartered Bank under the terms of an indemnity given in connection with the sale of Grindlays to Standard Chartered Bank. ANZ recovered $114 million in 2006 from its insurers in respect of the above. In addition, ANZ is entitled to share with NHB in the proceeds of any recovery from the estate of the customer whose account was credited with the cheques drawn by NHB. However, the Indian Taxation Department is claiming a statutory priority to all of the funds available for distribution to creditors of that customer. Proceedings are currently afoot in the Special Court of Mumbai to determine these issues. The hearing in the Special Court of Mumbai has concluded and the parties are awaiting an order from the Court. Visa prospectus Visa has released their prospectus as at September 2007 and as part of this prospectus ANZ will be entitled to an initial allocation of shares determined under a methodology that was agreed on among the Visa participating regions. This will result in the inﬂ ow of economic beneﬁ ts, the amount and timing of which are uncertain. 142 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 46: Superannuation and Other Post Employment Beneﬁ t Schemes Description of the Group’s post employment beneﬁ t schemes The Group has established a number of pension, superannuation and post retirement medical beneﬁ t schemes throughout the world. The Group may be obliged to contribute to the schemes as a consequence of legislation and provisions of trust deeds. Legal enforceability is dependent on the terms of the legislation and trust deeds. The major schemes with assets in excess of $25m are: Country Australia Scheme Scheme type Employee/participant Employer Contribution levels ANZ Australian Staff Superannuation Scheme1,2 Deﬁ ned contribution scheme Section C3 or Optional8 Balance of cost10 New Zealand ANZ Group (New Zealand) Staff Superannuation Scheme1,2 National Bank Staff Superannuation Fund1,2 UK ANZ UK Staff Pension Scheme1 Deﬁ ned contribution scheme Section A or Deﬁ ned beneﬁ t scheme Pension Section4 Deﬁ ned beneﬁ t scheme5 or Optional 9% of salary11 Nil Nil Balance of cost12 Balance of cost13 Deﬁ ned contribution scheme Minimum of 2.5% of salary 7.5% of salary14 Deﬁ ned beneﬁ t scheme6 or 5.0% of salary Balance of cost15 Deﬁ ned contribution scheme7 Minimum of 2.0% salary 11.5% of salary16 Deﬁ ned beneﬁ t scheme7 5.0% of salary9 Balance of cost17 Balance of cost: the Group’s contribution is assessed by the actuary after taking account of members’ contributions and the value of the schemes’ assets. These schemes provide for pension benefits. These schemes provide for lump sum benefits. 1 2 3 Closed to new members in 1997. 4 Closed to new members. Operates to make pension payments to retired members or their dependants. 5 Closed to new members on 31 March 1990. Operates to make pension payments to retired members of that section of the scheme or their dependants. 6 Closed to new members on 1 October 1991. 7 Closed to new members on 1 October 2004. 8 Optional but with minimum of 1% of salary. 9 10 As determined by the Trustee on the recommendation of the actuary - currently 9% (2006: 9%) of members’ salaries. 11 2006: 9% of salary. 12 As determined by the Trustee on the recommendation of the actuary - currently nil (2006: nil). 13 As recommended by the actuary - currently nil (2006: nil). 14 2006: 7.5% of salary. 15 As recommended by the actuary - currently 24.8% (2006: 24.7%) of members’ salaries. 16 2006: 11.5% of salary. 17 As agreed by the Trustee and Group after taking the advice of the actuary - currently 26% (2006: 26%) of pensionable salaries and additional quarterly contributions of GBP 3.5 million until From 1 October 2003, all members’ contributions are at a rate of 5% of salary. December 2015. Financial Report 143 NOTES TO THE FINA NCIAL STATEMENTS 46: Superannuation and Other Post Employment Beneﬁ t Schemes (continued) Funding and contribution information for the deﬁ ned beneﬁ t sections of the schemes The funding and contribution information for the deﬁ ned beneﬁ t sections of the schemes as extracted from the schemes’ most recent ﬁ nancial reports are set out below. In this ﬁ nancial report, the net (liability)/asset arising from the deﬁ ned beneﬁ t obligation recognised in the balance sheet has been determined in accordance with AASB 119 “Employee Beneﬁ ts”. However, the excess or deﬁ cit of the net market value of assets over accrued beneﬁ ts shown below has been determined in accordance with AAS 25 ‘Financial Reporting by Superannuation Plans’. The excess or deﬁ cit for funding purposes below differs from the net (liability)/asset in the balance sheet because AAS 25 prescribes a different measurement date and basis to those used for AASB 119 purposes. 2007 Schemes ANZ Australian Staff Superannuation Scheme Pension Section2 ANZ UK Staff Pension Scheme2 ANZ UK Health Beneﬁ ts Scheme4 ANZ Group (New Zealand) Staff Superannuation Scheme1 National Bank Staff Superannuation Fund3 Other4, 5 Total Net market value of assets held by scheme $m Excess/(deﬁ cit) of net market value of assets over accrued beneﬁ ts $m 35 967 – 6 163 5 1,176 (1) (167) (15) – (5) (2) (190) Accrued beneﬁ ts* $m 36 1,134 15 6 168 7 1,366 * Determined in accordance with AAS 25 ‘Financial Reporting by Superannuation Plans’, which prescribes a different measurement date and basis to those applied in this financial report under AASB 119 ‘Employee Benefits’. Under AASB 119 the discount rates used are based on prevailing government and corporate bond rates at the reporting date (30 September 2007), rather than the expected return on scheme assets as at the most recent actuarial valuation date, set out below, as prescribed by AAS 25. 1 Amounts were measured at 31 December 2004. 2 Amounts were measured at 31 December 2006. 3 Amounts were measured at 31 March 2007. 4 Amounts were measured at 30 September 2007. 5 Other includes the defined benefit arrangements in Japan, Philippines and Taiwan. 2006 Schemes ANZ Australian Staff Superannuation Scheme Pension Section2 ANZ UK Staff Pension Scheme2 ANZ UK Health Beneﬁ ts Scheme4 ANZ Group (New Zealand) Staff Superannuation Scheme1 National Bank Staff Superannuation Fund3 Other 4, 5 Total Net market value of assets held by scheme $m Excess/(deﬁ cit) of net market value of assets over accrued beneﬁ ts $m 35 997 – 6 166 5 1,209 (4) (252) (13) – (4) (2) (275) Accrued beneﬁ ts* $m 39 1,249 13 6 170 7 1,484 * Determined in accordance with AAS 25 ‘Financial Reporting by Superannuation Plans’, which prescribes a different measurement date and basis to those applied in this financial report under AASB 119 ‘Employee Benefits’. Under AASB 119 the discount rates used are based on prevailing government and corporate bond rates at the reporting date (30 September 2006), rather than the expected return on scheme assets as at the most recent actuarial valuation date, set out below, as prescribed by AAS 25. 1 Amounts were measured at 31 December 2004. 2 Amounts were measured at 31 December 2005. 3 Amounts were measured at 31 March 2006. 4 Amounts were measured at 30 September 2006. 5 Other includes the defined benefit arrangements in Japan, Philippines and Taiwan. Employer contributions to the deﬁ ned beneﬁ t schemes are based on recommendations by the schemes’ actuaries. Funding recommendations are made by the actuaries based on assumptions of various matters such as future investment performance, interest rates, salary increases, mortality rates and turnover levels. The funding methods adopted by the actuaries are intended to ensure that the beneﬁ t entitlements of employees are fully funded by the time they become payable. The Group expects to make contributions of $41 million to the deﬁ ned beneﬁ t sections of the schemes during the next ﬁ nancial year. 144 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 46: Superannuation and Other Post Employment Beneﬁ t Schemes (continued) The current contribution recommendations for the major deﬁ ned sections of the schemes are described below. ANZ Australian Staff Superannuation Scheme Pension Section The Pension Section of the ANZ Australian Staff Superannuation Scheme is closed to new members. A full actuarial valuation, conducted by consulting actuaries Russell Employee Beneﬁ ts as at 31 December 2004 showed a deﬁ cit of $5 million and the actuary recommended that Group contributions to the Pension Section remain suspended. An interim actuarial valuation conducted as at 31 December 2006 showed a deﬁ cit of $1 million and the expectation is that this deﬁ cit has remained materially unchanged since that date. The next full actuarial valuation is due to be conducted as at 31 December 2007, at which time the funding position will be reassessed. The following economic assumptions were used in formulating the actuary’s funding recommendations: Rate of investment return Pension indexation rate 8% p.a. 3% p.a. The Group has no present liability under the Scheme’s Trust Deed to commence contributions or fund the deﬁ cit. ANZ UK Staff Pension Scheme A full actuarial valuation, conducted by consulting actuaries Watson Wyatt LLP, as at 31 December 2005 showed a deﬁ cit of GBP 100 million ($230 million at 30 September 2007 exchange rates). Following the actuarial valuation as at 31 December 2005, the Group agreed to make regular contributions at the rate of 26% of pensionable salaries. These contributions are sufﬁ cient to cover the cost of accruing beneﬁ ts. To address the deﬁ cit, the Group also agreed to pay additional quarterly contributions of GBP 3.5 million until 31 December 2015. These contributions will be reviewed at the next actuarial valuation which is scheduled to be undertaken as at 31 December 2007. The following economic assumptions were used in formulating the actuary’s funding recommendations: Rate of investment return on existing assets Rate of investment return for determining ongoing contributions Salary increases Pension increases 5.1% p.a. 6.8% p.a. 4.8% p.a. 3.0% p.a. The Group has no present liability under the Scheme’s Trust Deed to fund the deﬁ cit measured under AAS 25. A contingent liability may arise if the Scheme was wound up. If this were to happen, the Trustee would be able to pursue the Group for additional contributions under the UK Employer Debt Regulations. The Group intends to continue the Scheme on an on-going basis. On adoption of AIFRS, a net liability representing the deﬁ ned beneﬁ t obligation calculated under AASB 119 was recognised on the balance sheet. The basis of calculation under AASB 119 is detailed in note 1(xx), and on page 144. National Bank Staff Superannuation Fund A full actuarial valuation of the National Bank Staff Superannuation Fund, conducted by consulting actuaries AON Consulting NZ, as at 31 March 2006 showed a deﬁ cit of NZD6 million ($5 million at 30 September 2007 exchange rates). The actuary recommended that the Group make contributions of 24.8% of salaries in respect of members of the deﬁ ned beneﬁ t section. The following economic assumptions were used in formulating the actuary’s funding recommendations: Rate of investment return (net of income tax) Salary increases Pension increases 5.5% p.a. 3.0% p.a. 2.5% p.a. The Group has no present liability under the Scheme’s Trust Deed to fund the deﬁ cit measured under AAS 25. A contingent liability may arise if the Scheme was wound up. Under the Fund’s Trust Deed, if the Fund were wound up, the Group is required to pay the Trustees of the Scheme an amount sufﬁ cient to ensure members do not suffer a reduction in beneﬁ ts to which they would otherwise be entitled. The Group intends to continue the Scheme on an on-going basis. On adoption of AIFRS, a net asset representing the deﬁ ned beneﬁ t surplus calculated under AASB 119 was recognised on the balance sheet. The basis of calculation under AASB 119 is detailed in note 1(xx), and on page 144. Financial Report 145 NOTES TO THE FINA NCIAL STATEMENTS 46: Superannuation and Other Post Employment Beneﬁ t Schemes (continued) The following tables summarise the components of the expense recognised in the income statement and the amounts recognised in the balance sheet under AASB 119 for the deﬁ ned beneﬁ t sections of the schemes: Amount recognised in income in respect of deﬁ ned beneﬁ t schemes Current service cost Interest cost Expected return on assets Past service cost Adjustment for contributions tax Total included in personnel expenses (refer note 4) Amounts included in the balance sheet in respect of its deﬁ ned beneﬁ t schemes Present value of funded deﬁ ned beneﬁ t obligation Fair value of scheme assets Present value of net obligation Amounts recognised in the balance sheet Other assets (refer note 21) Payables and other liabilities (refer note 26) Present value of net obligation Amounts recognised in equity in respect of deﬁ ned beneﬁ t schemes Actuarial (gains)/losses incurred during the year and recognised directly in retained earnings Cumulative actuarial (gains)/losses recognised directly in retained earnings Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m 14 71 (77) 1 2 11 12 64 (70) 3 2 11 11 61 (67) 1 – 6 9 55 (61) 3 – 6 (1,267) 1,199 (1,462) 1,238 (1,112) 1,037 (1,296) 1,067 (68) (224) (75) (229) 7 (75) (68) (107) (64) 5 (229) (224) 78 43 – (75) (75) (104) (56) – (229) (229) 77 48 The Group has a legal liability to fund deﬁ cits in the schemes, but no legal right to use any surplus in the schemes to further its own interests. The Group has no present liability to settle deﬁ cits with an immediate contribution. For more information about the Group’s legal liability to fund deﬁ cits, refer to the earlier description of the current contribution recommendations for the schemes. Movements in the present value of the deﬁ ned beneﬁ t obligation in the relevant period Opening deﬁ ned beneﬁ t obligation Current service cost Interest cost Contributions from scheme participants Actuarial (gains)/losses Past service cost Exchange differences on foreign schemes Beneﬁ ts paid 1,462 14 72 1 (101) 1 (111) (71) 1,246 12 64 1 126 3 84 (74) 1,296 11 62 – (92) 1 (108) (58) 1,076 9 55 – 121 3 89 (57) Closing deﬁ ned beneﬁ t obligation 1,267 1,462 1,112 1,296 Movements in the fair value of scheme assets in the relevant period Opening fair value of scheme assets Expected return on scheme assets Actuarial gains/(losses) Exchange differences on foreign schemes Contributions from the employer Contributions from scheme participants Beneﬁ ts paid Closing fair value of scheme assets1 Actual return on scheme assets 1,238 77 6 (92) 40 1 (71) 1,099 70 48 70 24 1 (74) 1,067 67 12 (89) 38 – (58) 922 61 44 77 20 – (57) 1,199 1,238 1,037 1,067 82 118 79 105 1 Scheme assets include the following financial instruments issued by the Group: Cash and short term debt instruments $4.8 million (September 2006: $2.5 million), fixed interest securities $1.0 million ( September 2006: $5.7 million) and equities $0.2 million (September 2006: $0.6 million). 146 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 46: Superannuation and Other Post Employment Beneﬁ t Schemes (continued) Consolidated The Company Analysis of the scheme assets Equities Debt securities Property Other Total assets Key actuarial assumptions used (expressed as weighted averages) Discount rate ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme ANZ UK Health Beneﬁ ts Scheme ANZ Group (New Zealand) Staff Superannuation Scheme National Bank Staff Superannuation Fund Expected rate of return on scheme assets ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme ANZ UK Health Beneﬁ ts Scheme ANZ Group (New Zealand) Staff Superannuation Scheme National Bank Staff Superannuation Fund Future salary increases ANZ UK Staff Pension Scheme National Bank Staff Superannuation Fund Future pension increases ANZ Australian Staff Superannuation Scheme – Pension Section ANZ UK Staff Pension Scheme ANZ Group (New Zealand) Staff Superannuation Scheme National Bank Staff Superannuation Fund Future medical cost trend – short term ANZ UK Health Beneﬁ ts Scheme Future medical cost trend – long term ANZ UK Health Beneﬁ ts Scheme Fair value of scheme assets 2007 % 2006 % 48 33 13 6 50 33 14 3 100 100 Fair value of scheme assets 2007 % 48 30 15 7 100 2007 % 6.25 5.90 6.00 6.50 6.50 8.50 7.00 n/a 4.50 5.50 5.15 3.00 3.00 3.35 2.50 2.50 10.00 5.50 2006 % 51 30 16 3 100 2006 % 5.50 5.00 5.10 6.00 6.00 7.50 6.50 n/a 4.50 5.50 4.75 3.00 3.00 2.95 2.50 2.50 7.30 4.50 To determine the expected returns of each of the asset classes held by the relevant scheme, the directors assessed historical return trends and market expectations for the asset classes. The overall expected rate of return on assets for each scheme is determined as the weighted average of the expected returns for the asset classes. Assumed medical cost trend rates do not have a material effect on the amounts recognised as income or included in the balance sheet. History of experience adjustments Deﬁ ned beneﬁ t obligation Fair value of scheme assets Surplus/(deﬁ cit) Experience adjustments on scheme liabilities Experience adjustments on scheme assets Consolidated 2007 $m 2006 $m The Company 2007 $m 2006 $m (1,267) 1,199 (1,462) 1,238 (1,112) 1,037 (1,296) 1,067 (68) 9 6 (224) 7 48 (75) 10 12 (229) 5 44 Financial Report 147 NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans ANZ operates a number of employee share and option schemes which operate under the ANZ Employee Share Acquisition Plan and the ANZ Share Option Plan. ANZ EMPLOYEE SHARE ACQUISITION PLAN ANZ Employee Share Acquisition Plan (ESAP) schemes that existed during the 2006 and 2007 ﬁ nancial years were the $1,000 Share Plan, the Restricted Share Plan, the Deferred Share Plan, the Performance Share Plan and the Employee Share Save Scheme (ESSS). Note the ESSS is an employee salary sacriﬁ ce plan and is not captured as an expense in the share based payment expense model. $1,000 share plan Each permanent employee (excluding senior executives) who has had continuous service for one year is eligible to participate in the $1,000 scheme enabling the grant of up to $1,000 of ANZ shares in each ﬁ nancial year, subject to ANZ’s performance and the approval of the Board. At a date approved by the Board, the shares will be granted to all eligible employees using the 1 week weighted average price of ANZ shares traded on the ASX in the week leading up to and including the date of grant. In Australia and most overseas locations, shares are granted to eligible employees for nil consideration and vest immediately when granted, as there is no forfeiture provision. It is a requirement, however, that shares are held in trust for three years from the date of grant, after which time they may remain in trust, be transferred to the employee’s name or sold. In general, dividends received on the shares are automatically reinvested into the Dividend Reinvestment Plan. Shares granted to eligible New Zealand employees under this plan vest subject to the satisfaction of a three year service period, after which time they may remain in trust, be transferred into the employee’s name or sold. At the time of transfer, employees are required to pay NZD 1 cent per share. Shares may be forfeited in the event of dismissal for serious misconduct or resignation. Dividends are received as cash. During the 2007 year, 901,374 shares with an issue price of $27.97 were granted under the plan to employees on 4 December 2006. (2006 year: 1,012,008 shares with an issue price of $23.81 were granted on 5 December 2005). A further 2,958 ANZ shares with an issue price of $29.37 where granted under the plan to ETRADE Australia 148 ANZ Annual Report 2007 Limited employees on 22 June 2007 (following the ANZ acquisition). Deferred share plan Selected employees may also be granted long-term incentive (LTI) deferred shares which vest to the employee up to three years from the date of grant. Ordinary shares granted under this LTI plan may be held in trust beyond the deferral period. Unvested LTI deferred shares are forfeited on resignation, dismissal for serious misconduct or termination on notice. In the event of death or total and permanent disablement, all shares will be released to the employee in full. Short-term incentive (STI) three year deferred shares were granted under a historical ANZ STI program, and may be held in trust beyond the deferral period. The last grant of three year STI deferred shares was made on 11 May 2004 (with the vesting date being 11 May 2007). There were no 3 year STI deferred share grants in the 2006 or 2007 ﬁ nancial years. STI deferred shares with a two year deferral period are still granted under a business unit speciﬁ c incentive plan (primarily as a retention tool), and may be held in trust beyond the deferral period. Unvested STI deferred shares are only forfeited on resignation or dismissal for serious misconduct. In exceptional circumstances, sign-on two or three year deferred shares are granted to certain employees upon commencement with ANZ to compensate for equity foregone from their previous employer. Retention three year deferred shares may also be granted occasionally to high performing employees who are regarded as a signiﬁ cant retention risk to ANZ. Sign-on and retention deferred shares will be forfeited on resignation, dismissal for serious misconduct or termination on notice. In the event of death or total and permanent disablement, all shares will be released to the employee in full. The employee receives all dividends on deferred shares while held in trust (cash or dividend reinvestment plan). The issue price for deferred shares is based on the volume weighted average price of the shares traded on the ASX in the week leading up to and including the date of grant. During the 2007 year, 1,275,132 deferred shares with a weighted average grant price of $29.13 were granted under the deferred share plan (2006 year: 269,032 shares with a weighted average grant price of $23.68 were granted). Restricted share plan Management level employees and eligible non-management employees may elect a pre-tax sacriﬁ ce of part or all of their annual cash bonus for ANZ shares. The shares are subject to a 12 month restriction period, however, they may be left in trust beyond the restriction period. The shares are subject to forfeiture on dismissal for serious misconduct. The shares are released to the employee on termination for any other reason. The employee receives all dividends on these restricted shares (cash or dividend reinvestment plan). The issue price is based on the volume weighted average price of the shares traded on the ASX on the week leading up to and including the date of grant. During the 2007 year, 339,269 shares with an issue price of $29.04 were granted under the Restricted Share Plan (2006 year: 401,575 shares with an issue price of $23.49 were granted). Performance share plan Performance shares are essentially LTI deferred shares with a performance hurdle. They were granted to i) a small number of US based employees on 7 November 2005 to accommodate local taxation laws, and ii) to J McFarlane on 31 December 2004 (as per his employment contract). Based on the conditions of grant, the proportion of performance shares that vest will depend upon the total shareholder return (TSR) achieved by ANZ relative to a comparator group of major ﬁ nancial services companies. Performance equal to the median TSR of the comparator group will result in half the performance shares vesting. Vesting will increase on a straight- line basis until all of the performance shares vest where ANZ TSR is at or above the 75th percentile of TSRs in the comparator group. Where ANZ’s performance falls between two of the comparators, TSR is measured on a pro-rata basis. J McFarlane (who ceased as CEO of ANZ on 30 September 2007), was granted 175,000 Performance Shares on 31 December 2004, with no dividends payable on the shares until vesting. In accordance with the terms of the grant, the Performance Shares were restricted for two years from the date of grant, with vesting subject to the achievement of the performance hurdle. Performance against the hurdle was tested monthly (from 31 December 2006) in accordance with the terms of the grant. The issue price was $15.02. ANZ agreed to acquire J MCFarlane’s interest NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans (continued) in the 175,000 Performance Shares on his departure. Refer to page 23 of the Remuneration Report for further details. Share valuations The fair value of shares granted in the 2007 year under the $1,000 share plan, the Deferred Share Plan and the Restricted Share Plan, measured as at the date of grant of the shares, is $72.7 million based on 2,518,733 shares at a weighted average price of $28.88 (2006 year: fair value of shares granted is $40 million based on 1,682,615 shares at a weighted average price of $23.66). The volume weighted average share price of all ANZ shares sold on the Australian Securities Exchange on the date of grant is used to calculate the fair value of shares. No dividends are incorporated into the measurement of the fair value of shares. ANZ SHARE OPTION PLAN Selected employees may be granted options/rights, which entitle them to purchase ordinary fully paid shares in ANZ at a price ﬁ xed at the time the options/ rights are granted (with the exception of index-linked options). Voting and dividend rights will be attached to the unissued ordinary shares when the options/rights have been exercised. Each option/right entitles the holder to one ordinary share subject to the terms and conditions imposed on grant. The exercise price of the options, determined in accordance with the rules of the plan, is generally based on the weighted average price of the shares traded in the week leading up to and including the date of grant. For zero priced options and performance rights, the exercise price is nil. Index-linked options have a dynamic exercise price that is adjusted in line with the movement in the S&P/ASX 200 Banks (Industry Group) Accumulation Index (excluding ANZ). ANZ Share Option Plan schemes expensed in the 2006 and 2007 years are as follows: Current Option Plans Performance rights plan Performance rights are granted to certain employees as part of ANZ’s long-term incentive (LTI) program. The ﬁ rst grant of performance rights was in November 2005, and provides the right to acquire ANZ shares at nil cost, subject to a three-year vesting period and a Total Shareholder Return (TSR) performance hurdle. The proportion of LTI performance rights that become exercisable will depend upon the TSR achieved by ANZ relative to a comparator group of major ﬁ nancial services companies, measured over the same period (since grant) and calculated at the third anniversary of grant. Performance equal to the median TSR of the comparator group will result in half the performance rights becoming exercisable. Vesting will increase on a straight-line basis until all of the performance rights become exercisable where ANZ TSR is at or above the 75th percentile of TSRs in the comparator group. Where ANZ’s performance falls between two of the comparators, TSR is measured on a pro-rata basis. The performance hurdle will only be tested once at the end of the three year vesting period. If the performance rights do not pass the hurdle on the testing date, or they are not exercised by the end of the exercise period (5 years from the date of grant), they will lapse. In the case of dismissal for serious misconduct, all unexercised performance rights will be forfeited. In the case of resignation or termination on notice, only performance rights that become exercisable (and pass the performance hurdle) by the end of the notice period may be exercised. In the case of death or total and permanent disablement, all performance rights are available for exercise (with the performance hurdle waived). Deferred share rights (No performance hurdles) Deferred share rights are granted instead of deferred shares to accommodate off- shore taxation implications. They provide the right to acquire ANZ shares at nil cost after a speciﬁ ed vesting period. In the case of resignation, only rights that become exercisable by the end of the notice period may be exercised. All other rights will lapse. In the case of termination on notice, death or total and permanent disablement, all rights will be available for exercise. The fair value of rights is adjusted for the absence of dividends during the restriction period. Legacy Option Plans The following legacy plans are no longer being offered to Group employees, but were expensed during the 2006 and 2007 years. Performance option plan (No performance hurdle applies) Performance options were granted to certain employees (below executive levels) as part of a historical LTI program. Performance options are no longer part of ANZ’s current equity strategy, with 7 November 2005 being the last grant of performance options. The options can only be exercised after a three-year vesting period and before the seventh anniversary of the grant date. There are no performance conditions attached to these options as they were primarily granted as a retention tool. All unexercised options are forfeited on dismissal for serious misconduct, resignation and termination on notice. On death or total and permanent disablement, all unvested options will become available for exercise. Zero-priced options (ZPOs) A ZPO is a right to acquire an ANZ share at nil cost. ZPOs were granted to Sir John Anderson (former CEO of ANZ National Bank Limited NZ) as part of his employment contract, with the last grant occuring on 7th November 2005. The ZPOs had no time based vesting criteria, so were able to be exercised at any time during his employment and within six months of termination of his employment. Deferred share rights (No performance hurdle) Special deferred share rights were granted to a small number of New Zealand employees in December 2004. They provide the right to acquire ANZ shares at nil cost after a three year vesting period. Rights must be exercised by the seventh anniversary of the grant date. They may be forfeited at the Company’s discretion if the employee ceases employment for any reason. The fair value of rights is adjusted for the absence of dividends during the restriction period. Hurdled options Hurdled options were granted to certain employees as part of a historical LTI program. The options can only be exercised subject to the satisfaction of time and performance based hurdles. Options may be exercised during the four year period commencing three years, and ending seven years after the grant date, subject to meeting the relevant performance hurdle. The performance hurdle will be measured during the exercise period by comparing ANZ’s Total Shareholder Return (ANZ’s TSR) against the comparator group relevant to the hurdled option grant. Financial Report 149 NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans (continued) CEO options Options were granted to J McFarlane (who ceased as CEO of ANZ on 30 September 2007) as per his employment contract and were approved by shareholders at the December 1999 and December 2001 Annual General Meetings. Of the options granted to J McFarlane, only the 31 December 2002, 2003 and 2004 grants were expensed during the 2006 and 2007 ﬁ nancial years. These option grants may be exercised subject to the following: one half of the options may be exercised only if the ANZ TSR calculated over the period commencing on the date of grant and ending on the last day of any month after the second anniversary of the date of grant, exceeds the percentage change in the S&P/ASX 200 Banks (Industry Group) Accumulation Index over that same period; and the other half of the options may be exercised only if the ANZ TSR calculated over the relevant period exceeds the percentage change in the S&P/ASX 100 Accumulation Index over that same period. J McFarlane has exercised all his vested options. Refer to the Remuneration Report on page 23 for further details. Hurdled options granted in November 2004 will be tested against a comparator group consisting of major ﬁ nancial services companies, excluding ANZ. The options become exercisable depending on ANZ’s ranking within the comparator group. ANZ must rank at the 50th percentile for 50% of the options to become exercisable. For each 1% increase above the 50th percentile an additional 2% of options will become exercisable, with 100% being exercisable where ANZ ranks at or above the 75th percentile. This will be calculated as at the last trading day of any month (once the exercise period has commenced). Other hurdled option grants will be measured against the S&P/ASX 200 Banks Accumulation Index, and the S&P/ASX 100 Accumulation Index. Half the options may only be exercised once ANZ’s TSR exceeds the percentage change in the S&P/ASX 200 Banks (Industry Group) Accumulation Index, measured over the same period (since grant) and calculated as at the last trading day of any month (once the exercise period has commenced); and the other half of hurdled options may only be exercised once the ANZ TSR exceeds the percentage change in the S&P/ASX 100 Accumulation Index, measured over the same period (since grant) and calculated as at the last trading day of any month (once the exercise period has commenced). The forfeiture provisions are the same as the performance option plan. Index linked options Index linked options have a dynamic exercise price that acts as a built-in performance hurdle, i.e. the exercise price is adjusted in line with the movement in the S&P/ASX 200 Banks (Industry Group) Accumulation Index (excluding ANZ) since the grant date. As an additional constraint, the adjusted exercise price can only be set at or above the original exercise price. Index linked options are exercisable between the 3rd and 7th year after grant date, subject to the adjusted exercise price being above the prevailing share price. Unexercised options are forfeited on dismissal for serious misconduct, resignation and termination on notice. On death or total and permanent disablement, entitlements to options will be pro-rated over the three-year vesting period. 150 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans (continued) Option Movements Details of options over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of the 2007 ﬁ nancial year and movements during the 2007 ﬁ nancial year are set out below: Weighted Average Exercise Price Opening Balance 1 October 2006 Options Granted Options Forfeited1 29,400,706 1,431,170 $17.18 - 1,122,241 $16.55 Options Expired 155,670 $17.32 Options Exercised Closing Balance 30 September 2007 7,860,610 $16.77 21,693,355 $16.23 The weighted average share price during the year ended 30 September 2007 was $28.99 (2006: $25.25). The weighted average remaining contractual life of share options outstanding at 30 September 2007 was 3.0 years (2006: 3.7 years). The weighted average exercise price of all exercisable share options outstanding at 30 September 2007 was $16.79 (2006: $15.49). A total of 8,876,289 exercisable share options were outstanding at 30 September 2007 (2006: 7,357,614). Details of options over unissued ANZ shares and their related weighted average exercise prices as at the beginning and end of the 2006 ﬁ nancial year and movements during the 2006 ﬁ nancial year are set out below: Opening Balance 1 October 2005 Options Granted Options Forfeited1 Options Expired1 Options Exercised Closing Balance 30 September 2006 TOTALS Weighted Average Exercise Price 33,447,778 4,551,276 $17.35 $15.00 1,943,530 $17.39 - - 6,654,818 $16.45 29,400,706 $17.18 1 Numbers in the “Options Forfeited” column includes any options which may have expired due to a termination of employment whereby the employee was offered a grace period in which to exercise. The number of options to expire under these circumstances is immaterial. Financial Report 151 NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans (continued) The following options over ordinary shares have been granted since the end of the 2007 ﬁ nancial year up to the signing of the Directors’ Report on 7 November 2007. Performance rights Total Grant date Exercise price Earliest exercise date Expiry date Options granted 30/10/2007 $0.00 30/10/2010 30/10/2012 940,886 Details of shares issued as a result of the exercise of options during the year ended 30 September 2007 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ $0.00 $9.39 $11.09 $12.03 $13.62 $13.91 $13.91 $14.20 $12.98 $12.98 $12.98 $14.61 $15.77 $16.09 $16.33 $16.33 22,549 20,000 57,000 10,000 126,804 213,175 148,000 648,432 85,200 344,573 6,200 49,550 76,000 16,000 91,700 480,655 – 187,800 632,130 120,300 1,727,070 2,965,264 2,058,680 9,207,734 1,105,896 4,472,558 80,476 723,926 1,198,520 257,440 1,497,461 7,849,096 16.33 18.03 18.03 18.03 18.55 17.34 16.69 17.60 17.55 17.55 18.22 18.22 20.68 20.68 20.49 23.49 50,000 522,283 172,600 175,000 34,575 422,365 500,000 552,245 968,518 620,868 646,321 387,732 102,828 49,319 250,000 10,118 816,500 9,416,762 3,111,978 3,155,250 641,366 7,323,809 8,345,000 9,719,512 16,997,491 10,896,233 11,775,969 7,064,477 2,126,483 1,019,917 5,122,500 237,672 Details of shares issued as a result of the exercise of options during the year ended 30 September 2006 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ 0.00 9.39 11.09 12.03 12.98 12.98 12.98 13.62 13.91 13.91 14.20 14.61 16.09 16.33 16.33 16.69 9,961 102,000 28,500 12,500 49,500 286,725 5,150 101,000 185,825 108,500 568,869 59,950 5,000 140,000 485,949 500,000 – 957,780 316,065 150,375 642,510 3,721,691 66,847 1,375,620 2,584,826 1,509,235 8,077,940 875,870 80,450 2,286,200 7,935,547 8,345,000 16.80 17.34 17.48 17.55 17.55 17.60 18.03 18.03 18.03 18.12 18.22 18.22 18.55 18.55 20.68 20.68 500,000 741,736 1,000,000 54,972 35,385 395,687 650,837 193,200 140,000 8,611 40,875 20,884 110,000 63,185 22,131 27,886 8,400,000 12,861,702 17,480,000 964,759 621,007 6,964,091 11,734,591 3,483,396 2,524,200 156,031 744,743 380,506 2,040,500 1,172,082 457,669 576,682 Details of shares issued as a result of the exercise of options since the end of the 2007 ﬁ nancial year up to the signing of the Directors’ Report on 7 November 2007 are as follows: Exercise price $ No. of shares issued Proceeds received $ Exercise price $ No. of shares issued Proceeds received $ 13.62 13.91 13.91 14.20 12.98 12.98 14.61 16.33 18.03 18,000 24,000 20,250 70,960 37,813 1,150 6,500 35,850 37,100 245,160 333,840 281,678 1,007,632 490,813 14,927 94,965 585,431 668,913 18.55 17.34 17.60 17.55 18.22 18.22 20.68 20.68 23.49 3,000 31,270 32,468 47,910 16,866 70,012 4,934 43,748 8,926 55,650 542,222 571,437 840,821 307,299 1,275,619 102,035 904,709 209,672 152 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 47: Employee Share and Option Plans (continued) A range of outcomes is possible given the uncertainty and assumptions in relation to option valuation. In determining the fair value below, we used standard market techniques for valuation including Monte Carlo and/or Black Scholes pricing models. The models take into account early exercise, non-transferability and market based performance hurdles. The signiﬁ cant assumptions used to measure the fair value of instruments granted during the 2007 ﬁ nancial year are contained in the table below. Option Type Deferred Share Rights Deferred Share Rights Deferred Share Rights Deferred Share Rights Performance Rights Grant Date Number of Options Option Fair Value (A$) Exercise Price (5 day VWAP) Share price at date of grant ANZ expected Volatility1 Option Term Vesting period Expected life Expected Dividend Yield Risk Free Interest Rate 11-July-07 44,431 $25.94 $0.00 $29.60 15% 5 years 3 years 3 years 4.50% 6.37% 1-Nov-06 4,060 $27.54 $0.00 $29.54 15% 5 years 1.5 year 1.5 year 4.80% 6.11% 1-Nov-06 29,905 $25.66 $0.00 $29.54 15% 5 years 3 years 3 years 4.80% 6.02% 1-Nov-06 129,856 $26.89 $0.00 $29.54 15% 5 years 2 years 2 years 4.80% 6.11% 24-Oct-06 1,223,018 $13.08 $0.00 $28.15 15% 5 years 3 years 4 years 4.80% 6.00% 1 Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the options. The measure of volatility used in the model is the annualised standard deviation of the continuously compounded rates of return on the historical share price over a defined period of time preceding the date of grant. This historical average annualised volatility is then used to estimate a reasonable expected volatility over the expected life of the options. The signiﬁ cant assumptions used to measure the fair value of instruments granted during the 2006 ﬁ nancial year are contained in the table below. Option Type Performance Options Deferred Share Rights Performance Rights Zero-priced options Grant Date Number of Options Option Fair Value (A$) Exercise Price (5 day VWAP) Share price at date of grant ANZ expected Volatility3 Option Term Vesting period Expected life Expected Dividend Yield Risk Free Interest Rate 7-Nov-05 2,905,812 $3.05 $23.49 $23.60 17% 7 years 3 years n/a1 5.41% 5.30% 7-Nov-05 10,845 $22.48 $0.00 $23.60 15% 7 years 1 year 1 year 5.00% 5.54% 18-Nov-05 1,624,6582 $11.64 $0.00 $24.05 15% 5 years 3 years 4 years 5.00% 5.31% 7-Nov-05 9,961 $23.57 $0.00 $23.60 n/a 1 year Immediate n/a n/a n/a 1 To allow maturity/marketability a 10% pa turnover rate (post vesting has been assumed, as well as that option holders will exercise their options if the share price is greater than twice the exercise price. 2 This number includes an additional 59,400 rights allocated in May 2006, with the same terms and conditions as the 18 November 2005 grant. 3 Expected volatility represents a measure of the amount by which ANZ’s share price is expected to fluctuate over the life of the options. The measure of volatility used in the model is the annualised standard deviation of the continuously compounded rates of return on the historical share price over a defined period of time preceding the date of grant. This historical average annualised volatility is then used to estimate a reasonable expected volatility over the expected life of the options. Financial Report 153 NOTES TO THE FINA NCIAL STATEMENTS 48: Key Management Personnel Disclosures KEY MANAGEMENT PERSONNEL LOAN TRANSACTIONS Details regarding loans outstanding at the reporting date to directors of the Company and other key management personnel of the Group including their personally related parties, where the individuals aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows: Directors Non-executive Directors 2007 J P Morschel D M Gonski1 2006 J P Morschel D M Gonski1 Executive Director 2007 J McFarlane2,3 2006 J McFarlane2,3 Other key management personnel 2007 R J Edgar B C Hartzer4 G K Hodges P R Marriott S Targett 2006 R J Edgar E Funke Kupper4,5 B C Hartzer4 G K Hodges P R Marriott S Targett Opening balance 1 October Closing balance 30 September Interest paid and payable in the reporting period Highest balance in the reporting period $ $ $ $ 705,489 18,342,000 452,374 – 60,641 105,497 707,342 18,342,000 716,880 18,342,000 705,489 18,342,000 51,567 1,088,498 716,880 18,342,000 201,686 – 243,616 6,017,051 6,264,681 201,686 335,603 25,624,811 1,453,114 3,486,967 2,986,598 2,614,674 600,000 918,284 680,000 2,703,626 1,019,242 – – 560,291 7,093,816 3,672,905 2,824,293 575,000 1,453,114 n/a 3,486,967 2,986,598 2,614,674 600,000 122,109 564,663 251,450 209,619 41,431 85,329 624 209,367 133,617 160,485 52,278 2,954,530 11,047,613 3,893,704 2,824,293 619,902 1,458,129 680,000 3,868,314 3,616,438 2,614,674 600,000 1 D Gonski resigned effective 30 June 2007. 2 J McFarlane resigned effective 30 September 2007. 3 The loan balances largely relate to loans for the purchase of ANZ shares, including the exercise of options. 4 Interest payments on the loan balances outstanding during the year were reduced as a result of a linked offset account. 5 E Funke Kupper resigned effective 1 February 2006. Details regarding the aggregate of loans made, guaranteed or secured by any entity in the Group to each group of directors and other key management personnel including related parties are as follows: Directors 2007 2006 Other key management personnel 2007 2006 Opening balance 1 October Closing balance 30 September Interest paid and payable in the reporting period Number in group at 30 September1 $ $ $ 19,249,175 25,323,561 452,374 19,249,175 409,754 1,475,668 11,141,353 5,321,152 14,726,305 11,141,353 1,189,272 641,700 1 3 5 5 1 Number in the Group includes directors and specified executive with loan balances greater than zero. 154 ANZ Annual Report 2007 NOTES TO THE FINA NCIAL STATEMENTS 49: Transactions with Other Related Parties Joint Venture Entities During the course of the ﬁ nancial year the Company and the Group conducted transactions with joint venture entities on normal commercial terms and conditions as shown below: Amounts receivable from joint venture entities Interest revenue Dividend revenue Commissions received from joint venture entities Costs recovered from joint venture entities Consolidated 2007 $000 2006 $000 The Company 2007 $000 2006 $000 230,943 18,922 95,500 196,454 9,158 398,714 18,093 45,570 162,172 11,033 218,688 15,253 – 176,848 8,553 301,999 13,607 – 142,072 9,022 There have been no guarantees given or received. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible. Associates During the course of the ﬁ nancial year the Company and Group conducted transactions with associates on normal terms and conditions as shown below: Amounts receivable from associates Interest revenue Dividend revenue Consolidated The Company 2007 $000 98,072 9,969 8,609 2006 $000 78,417 9,070 5,487 2007 $000 50,304 5,634 3,356 2006 $000 37,761 5,973 5,487 There have been no guarantees given or received. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible. Subsidiaries During the course of the ﬁ nancial year subsidiaries conducted transactions with each other and joint ventures and associates on normal terms and conditions. They are fully eliminated on consolidation. No outstanding amounts have been written down or recorded as allowances, as they are considered fully collectible. 50: Exchange Rates The exchange rates used in the translation of the results and the assets and liabilities of major overseas branches and controlled entities are: Euro Great British pound New Zealand dollar United States dollar 51: Events Since the End of the Financial Year There were no signiﬁ cant events from 30 September 2007 to the date of this report. 2007 2006 Closing Average Closing Average 0.6223 0.4355 1.1643 0.8816 0.6072 0.4103 1.1330 0.8084 0.5882 0.3982 1.1455 0.7476 0.6071 0.4150 1.1433 0.7468 Financial Report 155 DIRECTORS’ DECLAR ATION The directors of Australia and New Zealand Banking Group Limited declare that: a) in the directors’ opinion, the ﬁ nancial statements and notes of the Company and the consolidated entity have been prepared in accordance with the Corporations Act 2001, including that they: i) comply with applicable Australian Accounting Standards, (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and ii) give a true and fair view of the ﬁ nancial position of the Company and of the consolidated entity as at 30 September 2007 and of their performance as represented by the results of their operations and their cash ﬂ ows, for the year ended on that date; and iii) the Annual Report of the consolidated entity complies with International Financial Reporting Standards as disclosed in note 1. b) in the directors’ opinion, the remuneration disclosures that are contained on pages 14 to 35 of the Remuneration Report comply with Australian Accounting Standard AASB 124 “Related Party Disclosures” when read in conjunction with the Corporations Act 2001; and c) the directors have received the declarations required by section 295A of the Corporations Act 2001; and d) in the directors’ opinion, 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 e) the Company and certain of its wholly owned controlled entities (listed in note 45) have executed a Deed of Cross Guarantee enabling them to take advantage of the accounting and audit relief offered by class order 98/1418 (as amended), issued by the Australian Securities and Investments Commission. The nature of the Deed of Cross Guarantee is to guarantee to each creditor payment in full of any debt in accordance with the terms of the Deed of Cross Guarantee. At the date of this declaration, there are reasonable grounds to believe that the Company and its controlled entities which executed the Deed of Cross Guarantee are able, as an economic entity, to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee. Signed in accordance with a resolution of the directors. Charles Goode Chairman 7 November 2007 Michael R P Smith Director 156 ANZ Annual Report 2007 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF AUSTR ALIA AND NEW ZEALA ND BANKING GROUP LIMITED We have audited the accompanying ﬁ nancial report of Australia and New Zealand Banking Group Limited (the Company), which comprises the balance sheets as at 30 September 2007, and the income statements, statements of recognised income and expense and cash ﬂ ow statements for the year ended on that date, a summary of signiﬁ cant accounting policies and other explanatory notes 1 to 51 and the directors’ declaration of the Group comprising the Company and the entities it controlled at the year’s end or from time to time during the ﬁ nancial year. We have also audited the remuneration report contained in pages 14 to 35 of the directors’ report. As permitted by the Corporations Regulations 2001, the company has disclosed information about the remuneration of directors and, including those required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading “remuneration report” in pages 14 to 35 of the directors’ report and not in the ﬁ nancial report. DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL REPORT AND THE AASB 124 DISCLOSURES CONTAINED IN THE DIRECTORS’ REPORT The directors of the Company are responsible for the preparation and fair presentation of the ﬁ nancial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the ﬁ nancial report that is free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances. In note 1, the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the ﬁ nancial report of the Group, comprising the ﬁ nancial statements and notes, complies with International Financial Reporting Standards but that the ﬁ nancial report of the Company does not comply. The directors of the company are also responsible for the remuneration report contained in the directors’ report. AUDITOR’S RESPONSIBILITY Our responsibility is to express an opinion on the ﬁ nancial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the ﬁ nancial report is free from material misstatement. Our responsibility is also to express an opinion on the remuneration report contained in the directors’ report based on our audit. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ﬁ nancial report and the remuneration disclosures contained in the directors’ report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the ﬁ nancial report and the remuneration report contained in the directors’ report, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity’s preparation and fair presentation of the ﬁ nancial report and the remuneration report contained in the directors’ report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the ﬁ nancial report and the remuneration report contained in the directors’ report. We performed the procedures to assess whether in all material respects the ﬁ nancial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company’s and the Group’s ﬁ nancial position and of their performance and whether the remuneration report is in accordance with Australian Accounting Standard AASB 124. We believe that the audit evidence we have obtained is sufﬁ cient and appropriate to provide a basis for our audit opinion. AUDITOR’S OPINION ON THE FINANCIAL REPORT In our opinion: (a) the ﬁ nancial report of Australia and New Zealand Banking Group Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Company’s and the Group’s ﬁ nancial position as at 30 September 2007 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. (b) the ﬁ nancial report of the Group also complies with International Financial Reporting Standards as disclosed in note 1 but the ﬁ nancial report of the Company does not comply. AUDITOR’S OPINION ON THE REMUNERATION REPORT CONTAINED IN THE DIRECTORS’ REPORT In our opinion the remuneration report on pages 14 to 35 of the directors’ report complies with Australian Accounting Standard AASB 124 Related Party Disclosures. KPMG Melbourne, Australia 7 November 2007 Michelle Hinchliffe Partner Financial Report 157 FINANCIAL INFORMATION 1: Cross Border Outstandings Cross border outstandings of the Group to countries which individually represented in excess of 0.75% of the Group’s total assets are shown below. There were no cross border outstandings to any other country exceeding 0.75% of total assets. Cross border foreign outstandings are based on the country of domicile of the borrower or guarantor of the ultimate risk and comprise loans (including accrued interest), placements with banks, acceptances and other monetary assets denominated in currencies other than the borrower’s local currency. For certain countries, local currency obligations are also included. Cross border foreign outstandings are before individual and collective provisions. At 30 September 2007 USA United Kingdom China At 30 September 2006 United Kingdom China USA Governments and other ofﬁ cial institutions $m Banks and other ﬁ nancial institutions $m Other commercial and industrial $m 1 – 49 19 4 14 3,498 1,942 3,119 2,231 3,166 2,753 1,679 2,392 456 2,685 372 459 Total $m 5,178 4,334 3,624 4,935 3,542 3,226 2: Certiﬁ cates of Deposit and Term Deposit Maturities The following table shows the maturity proﬁ le of the Group’s certiﬁ cates of deposit and term deposits in excess of $100,000 issued at 30 September 2007. % of Group’s assets 1.3 1.1 0.9 1.5 1.1 1.0 Total $m 23,807 27,172 50,979 3,819 18,974 22,793 4,234 11,521 15,755 Less than 3 months $m 11,450 22,740 34,190 3,213 10,615 13,828 3,266 10,018 13,284 Between 3 months and 6 months $m Between 6 months and 12 months $m 4,252 2,551 6,803 481 3,539 4,020 14 944 958 1,886 1,768 3,654 104 3,374 3,478 937 494 1,431 8,563 After 1 year $m 6,219 113 6,332 21 1,446 1,467 17 65 82 61,302 11,781 7,881 89,527 Australia Certiﬁ cates of deposit Term deposits New Zealand Certiﬁ cates of deposit Term deposits Overseas Markets Certiﬁ cates of deposit Term deposits Total 158 ANZ Annual Report 2007 FINANCIAL INFORMATION 3: Volume and Rate Analysis The following table allocates changes in interest income and interest expense between changes in volume and changes in rate for the past two years. Volume and rate variances have been calculated on the movement in average balances and the change in the interest rates on average interest earning assets and average interest bearing liabilities. The variance caused by the change of both volume and rate has been allocated in proportion to the relationship of the absolute dollar amounts of each change to the total. Interest earning assets Due from other ﬁ nancial institutions Australia New Zealand Overseas Markets Investments in trading securities and AFS assets Australia New Zealand Overseas Markets Customers’ liability for acceptances Australia New Zealand Overseas Markets Loans and advances Australia New Zealand Overseas Markets Other interest earning assets Australia New Zealand Overseas Markets Intragroup assets Australia Overseas Markets Change in interest income Intragroup elimination Interest bearing liabilities Time deposits Australia New Zealand Overseas Markets Savings deposits Australia New Zealand Overseas Markets Other demand deposits Australia New Zealand Overseas Markets Due to other ﬁ nancial institutions Australia New Zealand Overseas Markets Commercial paper Australia New Zealand Overseas Markets Borrowing Corporation debt Australia New Zealand Liability for acceptances Australia New Zealand Overseas Markets Loan capital, bonds and notes Australia New Zealand Overseas Markets Other interest bearing liabilities Australia New Zealand Overseas Markets Intragroup liabilities Australia New Zealand Change in interest expense Intragroup elimination Change in net interest income Volume $m 31 (44) 47 137 19 53 5 – 4 1,372 729 61 74 49 (37) – (409) 2,091 409 2,500 368 160 70 49 (17) (1) 436 212 4 156 (7) 40 (54) 19 (333) (21) (10) 4 – 4 657 203 11 7 (11) (7) – 38 2007 over 2006 Change due to Rate $m Other $m 11 9 27 74 11 28 91 – 3 902 154 29 (36) 72 34 – 78 1,487 – – – – – – – – – – – – – – – 232 – 232 (78) (232) 1,409 258 114 65 68 (25) (5) 279 85 3 31 5 11 53 36 49 43 7 95 – 3 317 52 1 44 13 9 – 32 – – – – – – – – – – – – – – – – – – – – – – – – – – – (169) – (169) 169 – – 1,977 1,643 (38) 1,939 561 (32) 1,611 (202) Total $m 42 (35) 74 211 30 81 96 – 7 2,274 883 90 38 121 (3) 232 (331) 3,810 99 3,909 626 274 135 117 (42) (6) 715 297 7 187 (2) 51 (1) 55 (284) 22 (3) 99 – 7 974 255 12 51 2 2 (169) 70 3,451 99 3,550 359 2006 over 2005 Change due to Volume $m Rate $m Other $m 31 – 58 302 15 (4) – – – 1,243 350 25 108 91 51 – 80 2,350 (80) 2,270 196 52 104 37 (15) 1 220 27 4 145 15 55 174 (101) 35 (12) (6) – – – 405 341 – 48 33 35 (3) 32 1,822 (29) 1,793 528 (2) 20 42 55 34 38 – – – 564 232 185 99 30 21 – 149 1,467 (149) 1,318 123 128 159 30 29 6 99 63 5 (8) (1) 85 20 50 127 16 11 – – – 134 27 3 (195) (40) (16) 186 14 1,055 (200) 855 412 – – – – – – 958 – 11 – – – – – – – – 969 – 969 – – – – – – – – – – – – – – – – – 799 – 10 – – – – – – – – 809 – 809 160 Total $m 29 20 100 357 49 34 958 – 11 1,807 582 210 207 121 72 – 229 4,786 (229) 4,557 319 180 263 67 14 7 319 90 9 137 14 140 194 (51) 162 4 5 799 – 10 539 368 3 (147) (7) 19 183 46 3,686 (229) 3,457 1,100 Financial Report 159 FINANCIAL INFORMATION 4: Concentrations of Credit Risk Concentrations of credit risk exist if a number of counterparties are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Off balance sheet transactions of the Group are substantially with other banks. Australia Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other Overseas Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Government and ofﬁ cial institutions Lease ﬁ nance Manufacturing Personal2 Real estate – commercial3 Real estate – mortgage4 Retail and wholesale trade Other 2007 Individual5 provision for credit impairment $m Loans and1 advances $m 2006 Individual5 provision for credit impairment $m Loans and1 advances $m 7,618 5,488 4,215 4,357 8,148 67 1,813 7,259 18,377 13,718 112,279 11,293 10,216 204,848 13,280 1,450 723 1,330 2,682 866 401 6,105 3,167 6,805 41,431 3,796 5,964 88,000 12 7 3 6 3 – 9 54 41 3 27 21 18 7,079 4,882 3,757 4,408 4,795 52 2,378 7,050 15,579 10,229 100,362 10,106 9,923 15 13 4 5 2 – 12 59 28 2 19 31 23 204 180,600 213 6 1 1 2 10 – 1 9 14 1 – 2 9 56 11,898 836 627 1,437 3,109 893 600 4,553 3,692 6,573 36,647 2,677 5,589 79,131 3 – – – 8 – – 26 21 – 2 – 6 66 Total portfolio 292,848 260 259,731 279 1 Loans and advances exclude acceptances. 2 Personal includes consumer lending except for lease finance facilities and those facilities secured by a mortgage. 3 Real estate commercial includes all business lending relating to commercial property. 4 Real estate mortgage includes all consumer lending secured by a mortgage. 5 Individual provision for credit impairment above relates to on balance sheet exposures. Individual provisions in respect of off balance sheet facilities were $42 million in 2007 and $7 million in 2006. 160 ANZ Annual Report 2007 FINANCIAL INFORMATION 5: Provisions for Credit Impairment – Industry Analysis i) Total write-offs by industry Australia Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Financial, investment and insurance Lease ﬁ nance Manufacturing Personal1 Real estate – commercial2 Real estate – mortgage3 Retail and wholesale trade Other New Zealand Overseas Total write-offs ii) Total recoveries by industry Australia Agriculture, forestry, ﬁ shing and mining Business service Construction Entertainment, leisure and tourism Lease ﬁ nance Manufacturing Personal1 Real estate – commercial2 Retail and wholesale trade Other New Zealand Overseas Total recoveries Net write-offs Ratio of net write-offs to average loans and acceptances 1 Personal includes all consumer lending except for lease finance facilities and those facilities secured by a mortgage. 2 Real estate – commercial includes all business lending relating to commercial property. 3 Real estate – mortgage includes all consumer lending secured by a mortgage. 2007 $m 2006 $m (51) (17) (6) (3) (2) (4) (11) (337) (1) (11) (22) (13) (75) (31) (584) 1 1 1 3 1 1 65 – 53 3 17 5 (1) (10) (5) (3) – (1) (11) (264) (1) (5) (10) (20) (68) (22) (421) 3 – – – – 6 53 1 12 16 19 17 151 (433) 0.1% 127 (294) 0.1% Financial Report 161 FINANCIAL INFORMATION 6: Short Term Borrowings The Group’s short-term borrowings comprise commercial paper, as well as unsecured notes issued by subsidiary borrowing corporations with an original term to maturity of less than one year. The Group has commercial paper programs in the United States, Europe and Asia where it issues paper directly to investors. Prior to 27 November 2006, the Group issued commercial paper in the United States through ANZ (Delaware) Inc. Balance at end of year Commercial paper – ANZ (Delaware) Inc. Commercial paper – other Weighted average interest rate at end of year Commercial paper – ANZ (Delaware) Inc. Commercial paper – other Maximum amount outstanding at any month end during year Commercial paper – ANZ (Delaware) Inc. Commercial paper – other Average amount outstanding during year Commercial paper – ANZ (Delaware) Inc. Commercial paper – other Weighted average interest rate during year Commercial paper – ANZ (Delaware) Inc. Commercial paper – other 7: Capital Management 2007 $m 2006 $m – 16,914 6,630 14,120 – 6.93% 4,711 19,431 926 16,547 5.30% 7.01% 5.35% 6.16% 7,528 19,018 7,373 17,173 4.51% 6.43% APRA adopts a risk-based capital assessment framework for Australian banks based on internationally accepted capital measurement standards. This risk-based approach requires eligible capital to be divided by total risk weighted assets, with the resultant ratio being used as a measure of a bank’s capital adequacy. Capital is divided into Tier 1, carrying the highest capital elements, and Tier 2, which has lower capital elements but still adds to the overall strength of the entity. Tier 1 is divided into ‘Fundamental’ and ‘Residual’ capital, and Tier 1 deductions. ‘Residual’ capital covers hybrid Tier 1 instruments with limits restricting the volume that can be counted as Tier 1 capital. Tier 2 capital is divided into Upper and Lower Tier 2 capital; with Lower Tier 2 capital being dated subordinated debt. Limits apply to the volume of Tier 2 and Lower Tier 2 that can be counted as capital for prudential purposes. Further, in calculating the total capital, deductions are taken for any strategic holdings of other banks’ capital instruments and investments in entities engaged in life insurance, funds management and securitisation activities. APRA introduced new prudential capital standards as at 1st July 2006 which contain various transitional rules which run through to different dates in 2008 and 2010 to coincide with Basel II implementation. The measurement of risk weighted assets is based on: a) a credit risk-based approach wherein risk weightings are applied to balance sheet assets and to credit converted off-balance sheet exposures. Categories of risk weights are assigned based upon the nature of the counterparty and the relative liquidity of the assets concerned; and b) the recognition of risk weighted assets attributable to market risk arising from trading and commodity positions. Trading and commodity balance sheet positions do not attract a risk weighting under the credit risk-based approach. APRA has recently released a number of draft proposed changes to the prudential standards which will become effective from 1 January 2008. These drafts include the following changes which will impact the capitol ratios: Basel II methodologies for calculating Risk Weighted Assets and Expected Losses. Loss of Collective Provision for credit impairment from Upper Tier 2. This amount will be replaced with either an amount in Upper Tier 2 of Eligible Provisions in excess of Expected Losses or 50% Tier 1 and 50% Tier 2 deductions of Expected Losses in excess of Eligible Provisions, net of tax. Total Capital deductions split between Tier 1 50% and Tier 2 50%. Loss of AIFRS transitional relief of $716 million from Tier 1 Capital and $17 million from Tier 2 Capital. Hybrid Limits become 25% of net Tier 1 capital, split between Innovative (15%) and Non-innovative (10%). ANZ has applied for transitional relief to January 2010 as to the Innovative limit. Additional capital requirements for the Holding Company’s investments in non-banking subsidiaries. ANZ has modelled the impact of these changes and does not expect a signiﬁ cant change in the level of regulatory capital requirements. The ultimate impact of these changes is subject to the ﬁ nal form of the prudential standards, ANZ receiving Basel II accreditation and any associated transitional arrangements. 162 ANZ Annual Report 2007 FINANCIAL INFORMATION 7: Capital Management (continued) Qualifying Capital Tier 1 Shareholders’ equity and outside equity interests Prudential adjustments to shareholders’ equity (refer Table 1) Fundamental Tier 1 capital Non-innovative Tier 1 capital instruments Innovative Tier 1 capital instruments Gross Tier 1 capital Deductions (refer Table 2) Transitional Tier 1 capital relief Tier 1 capital Tier 2 Upper Tier 2 capital (refer Table 3) Subordinated notes (refer Table 4) Tier 2 capital Deductions (refer Table 5) Total qualifying capital Adjusted Common Equity Tier 1 capital Less: Non-innovative Tier 1 capital instrument1 Innovative Tier 1 capital instruments (refer Table 6)1 Transitional Tier 1 capital relief Deductions Adjusted Common Equity (ACE) Capital adequacy ratios Tier 1 Tier 2 Deductions Total Adjusted Common Equity Risk Weighted Assets 1 Converted at balance date spot rates. As at Sep 07 $m As at Sep 06 $m 22,048 (2,318) 19,906 (2,333) 19,730 1,033 3,119 17,573 – 3,342 23,882 20,915 (6,170) 716 (5,274) 716 18,428 16,357 2,296 8,826 1,946 8,177 11,122 10,123 (1,837) (1,073) 27,713 25,407 18,428 (1,033) (3,052) (716) (1,837) 16,357 – (3,321) (716) (1,073) 11,790 11,247 6.7% 4.1% 10.8% -0.7% 6.8% 4.2% 11.0% -0.4% 10.1% 10.6% 4.3% 4.7% 275,018 240,219 Financial Report 163 FINANCIAL INFORMATION 7: Capital Management (continued) Table 1: Prudential adjustments to shareholders’ equity Reclassiﬁ cation of preference share capital Accumulated retained proﬁ ts and reserves of insurance, funds management and securitisation entities and associates Deferred fee revenue and expenses including fees deferred under AIFRS forming part of loan yields Hedging reserve Available-for-sale revaluation reserve Dividend not provided for Accrual for Dividend Reinvestment Plans Other adjustments Total Table 2: Deductions from Tier 1 capital Unamortised goodwill & other intangibles Capitalised software Capitalised expenses including loan and lease origination fees, capitalised securitisation establishment costs and costs associated with debt raisings Applicable deferred tax assets (excluding the component relating to the general reserve for impairment of ﬁ nancial assets) Investment in ANZ Lenders Mortgage Insurance Other adjustments Total Table 3: Upper Tier 2 capital Eligible component of post acquisition earnings and reserves in associates and joint ventures Perpetual subordinated notes General reserve for impairment of ﬁ nancial assets net of attributable deferred tax asset Transitional Upper Tier 2 capital relief Total Table 4: Subordinated notes For capital adequacy calculation purposes, subordinated note issues are reduced by 20% of the original amount over the last four years to maturity and are limited to 50% of Tier 1 capital. Table 5: Deductions from Total capital Investment in Funds Management and Securitisation entities Investment in joint ventures with ING in Australia and New Zealand Investment in other Authorised Deposit Taking Institutions and overseas equivalents Investment in other commercial operations Other Total Table 6: Innovative Tier 1 capital instruments Euro hybrid (converted at current rates) US Stapled Trust Security ANZ StEPS Total As at Sep 07 $m As at Sep 06 $m (871) (398) 306 (153) (97) (1,381) 276 – (871) (289) 343 (227) (2) (1,267) – (20) (2,318) (2,333) (4,911) (462) (602) (3,996) (397) (569) (57) (290) (101) (37) (31) 9 (6,170) (5,274) 197 690 1,392 17 2,296 184 401 1,344 17 1,946 (85) (525) (1,025) (124) (78) (86) (526) (370) – (91) (1,837) (1,073) (804) (1,248) (1,000) (850) (1,471) (1,000) (3,052) (3,321) 164 ANZ Annual Report 2007 FINANCIAL INFORMATION 7: Capital Management (continued) Balance Sheet Zero risk weighted assets1 Claims on approved banks and local governments Advances secured by mortgages and other assets eligible for 50% risk weighting Other assets - credit risk2 Total statement of ﬁ nancial position assets - credit risk Trading assets - market risk Total balance sheet Assets Sep 2007 $m Sep 2006 $m Risk Weighted Assets Sep 2007 $m Sep 2006 $m 52,703 24,190 145,054 158,731 380,678 11,935 34,115 19,584 131,134 138,119 322,952 11,688 – 4,838 72,527 159,518 236,883 n/a - 3,917 65,567 138,119 207,603 n/a 392,613 334,640 236,883 207,603 Off-balance sheet exposures3 Direct credit substitutes Trade and performance related items Commitments Foreign exchange, interest rate and other market related transactions Notional Amount Credit Equivalent Risk Weighted Assets Sep 2007 $m Sep 2006 $m Sep 2007 $m Sep 2006 $m Sep 2007 $m Sep 2006 $m 8,114 15,909 107,269 7,588 14,788 98,554 8,114 6,983 18,445 7,588 6,470 17,030 5,796 6,222 15,791 5,432 5,657 14,611 1,692,885 1,169,553 29,019 18,010 8,379 5,240 Total off-balance sheet exposures – credit risk 1,824,177 1,290,483 62,561 49,098 36,188 30,940 Total risk weighted assets – credit risk Risk weighted assets – market risk Total risk weighted assets 273,071 1,947 238,543 1,676 275,018 240,219 1 Includes $2,069 million (September 2006: $1,938 million) in assets of subsidiaries consolidated on adoption of AIFRS excluded for risk weighting calculations for APRA reporting purposes. 2 In 2007, risk weighted assets includes intragroup assets with entities deconsolidated for prudential purposes. 3 Excludes off-balance sheet exposures in subsidiaries consolidated under accounting standards as required by APRA. Financial Report 165 FINANCIAL INFORMATION 8: Additional Financial Instrument Risk Disclosures The Group has not early adopted AASB 7: ‘Financial Instruments: Disclosure’ which is applicable for the year ending 30 September 2008. As part of ANZ’s transition to AASB 7 compliance, the Group has enhanced its disclosures on market and liquidity risks in Note 35 and the fair value of ﬁ nancial instruments in Note 37. The following additional disclosures on credit risk associated with ﬁ nancial instruments are made to assist readers with the transition to AASB 7 disclosures. Credit Risk Equity investments classiﬁ ed as available-for-sale ﬁ nancial assets are excluded from the disclosures below. Distribution of ﬁ nancial assets by credit quality The credit quality of the portfolio is assessed by reference to the Group’s risk grading principles and policies supported by a complementary risk grading methodology. As detailed in Note 35, ANZ uses a two dimensional risk grading system, which measures both the customer’s ability to repay and the loss in the event of default. Past due but not impaired Refers to APRA 90 Days Past Due deﬁ nition. This applies where contractual payments are past due greater than 90 days, or where the facility remains outside of contractual arrangements for greater than 90 consecutive days, but the Group believes that impairment has not occured on the basis of the level of security/collateral available. Well secured Portfolio managed Impaired A facility, subject to a regular repayment schedule, is classiﬁ ed as 90 Days Past Due when at least 90 calendar days have elapsed since the due date of a contractual payment has not been met in full. The total amount outside of contractual arrangements has to be equivalent to at least 90 days worth of contractual payments and the facility is well secured. Facilities that do not have a regular repayment schedule are considered 90 days past due when the facility has remained continuously outside of contracted arrangements for 90 or more consecutive days and the facility is well secured. Well secured is when the fair value of the associated security is sufﬁ cient to ensure that ANZ will recover the entire amount owing over the life of the facility and there is reasonable assurance that collective efforts will result in payment of the amounts due in a timely manner. Financial assets which are homogenous with similar characteristics and are assessed, approved, and controlled on a portfolio basis within a centralised environment (for example Credit Cards, Personal Loans, Home Loans). When the ﬁ nancial assets are managed on a portfolio basis, the assets can be held on a non impaired basis for up to 180 days. Impaired assets are credit exposures where there is doubt as to whether the full contractual amount will be received, and/or where a material credit obligation is more than 90 days past due where it is not well secured. In the event where the value of collateral is sufﬁ cient to repay both the principal debt and all potential interest and there is no concern of the creditworthiness of the counterparty in question, the exposure is then classiﬁ ed as past due but not impaired. Consolidated 2007 $m 2007 $m 2007 $m 2007 $m Due from other ﬁ nancial institutions Gross loans and advances Customers’ liabilities for acceptances Available-for- sale assets 8,040 291,621 14,536 13,626 – – – 474 87 666 – – – – – – 8,040 292,848 14,536 13,626 – 126 – – 8,040 292,974 14,536 13,626 Gross carrying amounts of ﬁ nancial assets Neither past due nor impaired Past due but not impaired Well Secured Portfolio Managed Impaired Unproductive facilities 166 ANZ Annual Report 2007 FINANCIAL INFORMATION 8: Additional Financial Instrument Risk Disclosures (continued) Credit quality of ﬁ nancial assets neither past due nor impaired The credit quality of ﬁ nancial assets is managed by ANZ using internal ratings which aim to reﬂ ect the relative ability of counterparties to fulﬁ l, on time, their credit-related obligations, and is based on their current probability of default. Internal rating Satisfactory risk Sub-standard but not impaired Internal rating Satisfactory risk Sub-standard but not impaired Customers that have consistently demonstrated sound operational and ﬁ nancial stability over the medium to long term, even though some may be susceptible to cyclical trends or variability in earnings. This rating broadly corresponds to ratings “Aaa” to “Ba3” and “AAA” to “BB-” of Moody’s and Standard & Poor respectively. Customers that have demonstrated some operational and ﬁ nancial instability, with variability and uncertainty in proﬁ tability and liquidity projected to continue over the short and possibly medium term. This rating broadly corresponds to ratings “B1” to “Caa” and “B+” to “CCC” of Moody’s and Standard & Poor respectively. 2007 $m Due from other ﬁ nancial institutions Consolidated 2007 $m 2007 $m 2007 $m Gross loans and advances Customers’ liability for acceptances Available-for- sale debt assets 8,040 – 287,259 4,923 14,357 179 13,626 – 8,040 292,182 14,536 13,626 Renegotiated facilities The Group distinguishes between facilities renegotiated on a commercial basis, on terms similar to those offered to new clients with similar risk, and those renegotiated on non commercial terms as a result of a client’s inability to meet original contractual obligations. In the course of renegotiating facilities due to ﬁ nancial difﬁ culty, the Group may consider modifying its terms to include concessions such as a reduction in the principal amount, a deferral of repayments, and/or an extension of the maturity date materially beyond those typically offered to new facilities with similar risk. Renegotiated facilities are classiﬁ ed as productive and must demonstrate sound prospects of being able to adhere to the modiﬁ ed contractual terms. Where doubt exists as to the capacity to sustain the modiﬁ ed terms, the facilities remain impaired and an appropriate level of individual provision is held. Renegotiated loans that would otherwise be due or impaired are nil (2006: nil). Individually impaired ﬁ nancial assets ANZ regularly reviews its portfolio and monitor adherence to contractual terms. When doubt arises as to the collectability of a credit facility, the ﬁ nancial asset is classiﬁ ed and reported as individually impaired and an individual provision is allocated against it. Gross carrying amount of impaired ﬁ nancial assets Individual provision balance on impaired ﬁ nancial assets Unproductive facilities Individual provision balance on unproductive facilities Consolidated 2007 $m 2007 $m 2007 $m Due from other ﬁ nancial institutions Gross loans and advances Available-for- sale debt assets – – – – – – 666 (260) 406 126 (42) 84 – – – – – – Financial Report 167 FINANCIAL INFORMATION 8: Additional Financial Instrument Risk Disclosures (continued) The following table presents an analysis of gross amounts of individually impaired ﬁ nancial assets by type and geographic region: Due from other ﬁ nancial institutions Loans and advances: Agricultural, Forestry, Fishing and Mining Business Service Construction Entertainment, Leisure and Tourism Finincial, Investment and Insurance Government and Ofﬁ cial Institutions Lease Finance Manufacturing Personal Real Estate – Commercial Real Estate – Mortgage Retail and Wholesale Trade Other Available-for-sale assets Unproductive facilities 2007 $m Consolidated 2007 $m 2007 $m Australia New Zealand Overseas Markets – 66 15 6 9 4 – 13 138 50 27 63 39 84 514 – 121 – 12 2 3 2 32 – 1 28 8 1 2 4 4 99 – 5 635 104 – 1 – 1 1 1 – – 3 35 1 – 2 8 53 – – 53 2007 $m Total – 79 17 10 12 37 – 14 169 93 29 65 45 96 666 – 126 792 Security held in respect of individually impaired gross loans and advances in the analysis above has an estimated fair value of $214 million (security held in respect of impaired off-balance sheet facilities amounts to $6 million). The analysis above does not have a separate category for Customers’ liability for acceptances. When customers’ liabilities for acceptances become impaired, the resulting balances are recorded under loans and advances. 168 ANZ Annual Report 2007 FINANCIAL INFORMATION 8: Additional Financial Instrument Risk Disclosures (continued) Maximum exposure to credit risk For ﬁ nancial assets recognised on the balance sheet, the exposure to credit risk equals their carrying amount. In certain circumstances, there may be differences between the carrying amounts reported on the balance sheet and the amounts reported in the table below. Principally, these differences arise in respect of ﬁ nancial assets that are subject to risks other than credit risk, such as equity investments or banknotes and coins. Other differences are determined to be insigniﬁ cant. For contingent exposures, the maximum exposure to credit risk is the maximum amount that ANZ would have to pay if the contingents are called upon. For undrawn facilities, the maximum exposure to credit risk is the full amount of the committed facilities. The following table presents the maximum exposure to credit risk of on-balance sheet and off-balance sheet ﬁ nancial instruments before taking account of any collateral held or other credit enhancements. On-balance sheet positions Liquid assets (other than cash and coins at bankers) Due from other ﬁ nancial institutions Trading securities (other than equity instruments) Derivative ﬁ nancial instruments Available-for-sale assets (other than equity instruments) Net loans and advances Customers’ liability for acceptances Other ﬁ nancial assets Off-balance sheet positions Undrawn facilities Contingent facilities Total Consolidated 2007 $m 2006 $m 13,320 8,040 15,120 22,237 13,626 288,846 14,536 3,510 12,569 9,665 9,179 9,164 10,588 255,922 13,435 3,596 379,235 324,118 107,269 23,816 98,554 22,055 131,085 120,609 510,320 444,727 Financial Report 169 GLOSSARY AAS – Australian Accounting Standards (also known as AIFRS). AASB – Australian Accounting Standards Board. Adjusted Common Equity (ACE) is Tier 1 capital less preference shares and other Hybrid Capital at current exchange rates, regulatory deductions from total capital and transitional capital relief as approved by APRA. AFS – Available-for-sale assets. AIFRS – Australian Equivalents to International Financial Reporting Standards. APRA – Australian Prudential Regulation Authority. Collective provision is the provision for Credit Losses that are inherent in the portfolio but not able to be individually identiﬁ ed. A collective provision may only be recognised when a loss event has already occurred. Losses expected as a result of future events, no matter how likely, are not recognised. Credit equivalent represents the calculation of on-balance sheet equivalents for market related items. Equity standardisation. Economic Value Added (EVATM) principles are in use throughout the Group, whereby risk adjusted capital is allocated and charged against business units. Equity standardised proﬁ t is determined by eliminating the impact of earnings on each business unit’s book capital and attributing earnings on the business unit’s risk adjusted capital. This enhances comparability of business unit performance. Geographic results are not equity standardised. Group Centre division includes Operations, Technology and Shared Services, Treasury (funding component), Group People Capital, Group Strategic Development, Group Financial Management, Group Risk Management, Capital Funding and Group Items. Impaired assets are those whose carrying value is greater than the amount expected to be recovered over their lives. More speciﬁ cally, in relation to loans or other credit facilities, impairment may arise where there is reasonable doubt about the collectability of interest, fees (past and future) or principal outstanding, or where concessional terms have been provided because of the ﬁ nancial difﬁ culties of the customer. Income includes external interest income and other external operating income. 170 ANZ Annual Report 2007 Individual provision charge is the amount of expected credit losses on those loans and advances assessed for impairment on an individual basis. It takes into account the NPV of expected cash ﬂ ow over the lives of those loans and advances. Institutional division provides a full range of ﬁ nancial services principally to ANZ Australia and New Zealand corporate and institutional customers in all geographies. Institutional has a major presence in Australia and New Zealand and also operations in Europe, USA and Asia. Working Capital consists of Trade and Transaction Services and Relationship lending. Trade and Transaction services provides working capital solutions including lending and deposit products, cash transaction banking management, trade ﬁ nance, international payments, clearing and custodian services principally to Institutional and Corporate customers. Relationship Lending manages the Institutional and Corporate balance sheets with a particular focus on credit quality, diversiﬁ cation and maximising risk adjusted returns. Markets provides risk management services to Corporate and Institutional clients globally in relation to foreign exchange, interest rates, credit and commodities. This includes the business providing origination, underwriting, structuring and risk management services, advice and sale of credit and derivative products globally. Markets also manages the Group’s interest rate risk position. Business Banking provides a full range of banking services, including risk management, to metropolitan based small to medium sized business clients with up to $50 million turnover. Corporate Finance provides complex ﬁ nancing and advisory services, structured ﬁ nancial products, leasing, private equity ﬁ nance, project ﬁ nance, leveraged ﬁ nance and infrastructure investment products to our global client set. Relationships & Infrastructure includes Institutional Banking, Financial Institutions and Corporate Banking. These units use our client relationship teams for our global Institutional and Financial Institutions customers and our Corporate customers in Australia. Liquid assets are cash and cash equivalent assets. Cash equivalent assets are highly liquid investments with short periods to maturity, are readily convertible to cash at ANZ’s option and are subject to an insigniﬁ cant risk of changes in value. Net advances include gross loans and advances and acceptances less income yet to mature and allowance for credit impairment. Net interest average margin is net interest income as a percentage of average interest earning assets. Non-assessable interest income is grossed up to the equivalent before tax amount for the purpose of these calculations. Net interest spread is the average interest rate received on interest earning assets less the average interest rate paid on interest bearing liabilities. Non-assessable interest income is grossed up to the equivalent before tax amount for the purpose of these calculations. Net non-interest bearing items, which are referred to in the analysis of interest spread and net interest average margin, includes shareholders’ equity, impairment of loans and advances, deposits not bearing interest and other liabilities not bearing interest, offset by premises and equipment and other non-interest earning assets. Non-performing loans are included within interest bearing loans, advances and bills discounted. Net tangible assets equals share capital and reserves attributable to shareholders of the Group less preference share capital and unamortised intangible assets (including software). New Zealand Businesses includes the following businesses: ANZ Retail - operating under the ANZ brand in New Zealand provides a full range of banking services to personal and business banking customers. NBNZ Retail - operating under the National Bank brand in New Zealand, provides a full range of banking services to personal and business banking customers. Corporate Banking in New Zealand - incorporates the ANZ and National Bank brands and provides ﬁ nancial solutions through a relationship management model for medium-sized businesses with a turnover up to NZD100 million. Rural Banking in New Zealand - provides a full range of banking services to rural and agribusiness customers. Private Banking and Retail Specialist Units - includes ANZ’s 49% stake in ING New Zealand, Private Banking operating under the ANZ and National brands and Bonus Bonds. GLOSSARY UDC - provides motor vehicle and equipment ﬁ nance, operating leases and investment products. Non-core items are disclosed separately in the income statement to remove volatility from the underlying business result, and include signiﬁ cant items, ANZ National Bank incremental integration costs and non-core income arising from the use of derivatives in economic hedges on fair value through proﬁ t and loss. Non-performing loans comprises loans where there is reasonable doubt about the collectability of interest, fees (past and future) or principal outstanding, or where concessional terms have been provided because of ﬁ nancial difﬁ culties of the customer. Operating expenses exclude the provision for impairment of loans and advances charge. Operating income in business segments includes equity standardised net interest and other operating income. Operations, Technology & Shared Services comprises the Group’s core support units responsible for operating the Group’s global technology platforms, development and maintenance of business applications, information security, the Group’s payments back-ofﬁ ce processing, and the provision of other essential shared services to the Group, including property, people capital operations, procurement and outsourcing. Overseas includes the results of all operations outside Australia, except if New Zealand is separately shown. Overseas Markets includes all operations outside of Australia and New Zealand. The Group’s geographic segments are Australia, New Zealand and Overseas Markets. Partnerships & Private Bank is responsible for ANZ’s partnerships with other institutions in Australia and Asia, along with ANZ’s Private Bank business, and includes the following: INGA includes the equity accounted earnings from ANZ’s 49% stake in ING Australia Ltd, a joint venture between ANZ and ING. International Partnerships – ANZ continues to develop a portfolio of strategic retail partnerships in Asia. ANZ currently has partnerships in Indonesia with PT Panin Bank, in the Philippines with Metrobank, in Cambodia with the Royal Group, in China with Bank of Tianjin (formerly Tianjin City Commercial Bank) and Shanghai Rural Commercial Bank, in Vietnam with Sacombank and AMMB Holdings Berhad in Malaysia. These partnerships are focused on leveraging ANZ Australia’s capabilities into faster growing personal and small business banking markets via the established client bases of the local partners. Other includes Private Bank, Personal and Private Banking Asia and support units within the division. Personal is a division comprising Rural Commercial & Agribusiness Products, Small Business Banking Products, Banking Products, Mortgages, Consumer Finance, Investment and Insurance Products, Esanda, Paciﬁ c Banking and a number of other areas, including the branch network and marketing in Australia. Mortgages – provides housing ﬁ nance to consumers in Australia for both owner occupied and investment purposes. Banking Products – provides transaction banking and savings products, such as term deposits, V2+, and cash management accounts. Consumer Finance – provides consumer and commercial credit cards, ePayment products, personal loans, merchant payment facilities in Australia and ATM facilities. Rural Commercial & Agribusiness Products – provides a full range of banking services to personal customers across regional and rural Australia, and to small business and agribusiness customers in rural and regional Australia. Small Business Banking Products – provides a full range of banking services for metropolitan-based small businesses in Australia with unsecured loans up to $100,000. Esanda – provides motor vehicle and equipment ﬁ nance, operating leases and investment products. Paciﬁ c – provides retail and corporate banking services to customers in the Paciﬁ c Region. Investments and Insurance Products – comprises ANZ Australia’s Financial Planning, Margin Lending, insurance distribution, Trustees business and ETrade Australia, an online broking business. Restructured facilities refers to customers who have been provided concessions due to their ﬁ nancial difﬁ culties. In the course of restructuring facilities, the following concessions might be considered: a reduction in the principal amount; a deferral of repayments; and/or an extension of the maturity date materially beyond those typically offered to new facilities with similar risk. Return on asset ratios include net intra group assets which are risk weighted at 0% for return on risk weighted assets calculations. Revenue includes net interest income and other operating income. Segment assets represents total external assets excluding deferred tax assets. Segment result represents equity standardised proﬁ t before income tax expense. Segment revenue includes equity standardised net interest income and other operating income. Service transfer pricing is used to allocate services that are provided by central areas to each of their business units. The objective of service transfer pricing is to remove cross- subsidies between business units, and ensure each business accounts for the cost of the services it uses. Service transfer pricing charges are reported in the proﬁ t and loss statement of each business unit as: Net inter business unit fees – includes intra-group receipts or payments for sales commissions and branch service fees. A product business will pay a distribution channel for product sales. Both the payment and receipt are shown as net inter business unit fees. Net inter business unit expenses – consists of the charges made to business units for the provision of support services. Both payments by business units and receipts by service providers are shown as net inter business unit expenses. Signiﬁ cant items are items that have a substantial impact on proﬁ t after tax, or the earnings used in the earnings per share calculation. Signiﬁ cant items also do not arise in the normal course of business and are infrequent in nature. Divestments are typically deﬁ ned as signiﬁ cant items. Sub-standard assets are customers that have demonstrated some operational and ﬁ nancial instability, with variablility and uncertainty in proﬁ tability and liquidity projected to continue over the short and possibly medium term. Total advances include gross loans and advances and acceptances less income yet to mature (for both as at and average volumes). Loans and advances classiﬁ ed as available-for-sale are excluded from total advances. Unproductive facilities comprises off- balance sheet facilities (such as standby letters of credit, bill endorsements, documentary letters of credit, guarantees to third parties, foreign currency and interest rate products) and undrawn on balance sheet facilities where the customer is deﬁ ned as impaired. Financial Report 171 ALPHABETICAL INDEX Additional Financial Instrument Risk Disclosures Associates Available-for-sale Assets Average Balance Sheet and Related Interest Balance Sheets Bonds and Notes Capital Management Cash Flow Statements Certiﬁ cates of Deposit and Term Deposit Maturities Chairman’s Report Commitments Compensation of Auditors Concentrations of Credit Risk Contingent Liabilities, Contingent Assets and Credit Related Commitments Controlled Entities Corporate Governance Report Critical Estimates and Judgements Used in Applying Accounting Policies Cross Border Outstandings Deferred Tax Assets Deposits and Other Borrowings Derivative Financial Instruments Directors’ Declaration Directors’ Report Dividends Due from Other Financial Institutions 166 135 83 106 55 98 162 57 158 3 137 70 160 138 134 36 65 158 92 96 75 156 10 72 74 Due to Other Financial Institutions Earnings Per Ordinary Share Employee Share and Option Plans Events Since the End of the Financial Year Exchange Rates Expenses Fair Value of Financial Assets and Financial Liabilities Fiduciary Activities Financial Risk Management Glossary Goodwill and Other Intangibles Assets Impaired Financial Assets Income Income Statements Income Tax Expense Income Tax Liabilities Independent Auditor’s Report Interest Rate Risk Interest Spreads and Net Interest Average Margins Interests in Joint Venture Entities Key Management Personnel Disclosures Liquid Assets Loan Capital Minority interests Net Loans and Advances Notes to the Cash Flow Statements 96 74 148 155 155 69 123 136 110 170 93 87 68 54 71 97 157 122 109 135 154 74 99 105 86 132 Other Assets Overview of Business Divisions Overview of Operations Payables and Other Liabilities Premises and Equipment Provisions Provisions for Credit Impairment Provision for Credit Impairment – Industry Analysis Regulatory Deposits Reserves and Retained Earnings Segment Analysis Share Capital Shareholder Information Shares in Controlled Entities, Associates and Joint Venture Entities Short Term Borrowings Signiﬁ cant Accounting Policies Statements of Recognised Income and Expense Superannuation and Other Post Employment Beneﬁ t Schemes Ten Year Summary Trading Securities Transactions with Other Related Parties Volume and Rate Analysis 94 6 4 97 94 98 88 161 89 104 129 102 50 89 162 58 56 143 8 75 155 159 172 ANZ Annual Report 2007 Australia and New Zealand Banking Group Limited www.anz.com ABN 11 005 357 522

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