Bank of Queensland Limited
Annual Report 2012

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• Embedding a positive, proactive culture with more collaboration and stronger accountability • Bringing trust back to banking • New management team of highly experienced bankers People and culture • Building enduring financial relationships • Refining our product range and rewarding loyalty • Targeting retail, small business and selected commercial customers Customers • Operating model optimisation • Enhanced risk management capabilities and culture • Strengthened balance sheet and capital position • Process improvements as well as structural changes • Group-wide efficiency and effectiveness program Stronger foundations deserves to deal with someone they can trust. We believe ‘banking’ should be simple and that everyone how we will get there What we believe & Annual Report 2012 Bank of Queensland Limited Level 17, BOQ Centre 259 Queen Street Brisbane Qld 4000 Telephone: +61 7 3212 3333 Facsimilie: +61 7 3212 3399 Investor Relations: +61 7 3212 3463 Website: boq.com.au Customer Service 1300 55 72 72 (within Australia) +61 7 3336 2420 (overseas) ABN 32 009 656 740 ACN 009 656 740 fit focused B o a r d 1 2 i F n a n c a i l r e p o r t 1 7 S h a r e h o d e r l i f n o r m a t i o n 1 6 5 y e a r s u m m a r y 1 5 l B a a n c e S h e e t s 1 4 R e m u n e r a t i o n i o v e r v e w 1 3 C u s t o m e r s 7 O M B s & C u l t u r e 1 1 E x e c u t i v e t e a m s t r u c u r e t 1 0 E n v i r o n m e n t & C o m m u n i t y 8 C o n t e n t s O p e r a t i o n a l F u n d n g i a n d c a p i t a l 5 e x c e l l e n c e 6 C h a i r R e s u l t s o v e r v e w 1 i t S t r e n g h e n n g i r i s k m a n a g e m e n t 4 ’ m a n s & M a n a g n g D i i r e c o r ’ s t F i t , f o c u s e d , d i f f e r e n t i n s i d e c o v e r l e t t e r 2 different different 2 r e t t e l r e v o c e d i s n i t n e r e f f i d , d e s u c o f , t i F t s ’ r o c e r i i D g n g a n a M & s n a m ’ 4 t n e m e g a n a m k s i r i g n n e h g n e r t S t i 1 w e v r e v o s t l u s e R r i a h C 6 e c n e l l e c x e 5 l a t i p a c d n a i g n d n u F l a n o i t a r e p O 8 y t i n u m m o C & t n e m n o r i v n E 0 1 t e r u c u r t s m a e t e v i t u c e x E 1 1 e r u t l u C & s B M O 7 s r e m o t s u C 3 1 w e v r e v o i 5 1 4 1 s t e e h S e c n a a B l n o i t a r e n u m e R y r a m m u s r a e y 5 6 1 n o i t a m r o n f i l r e d o h e r a h S 7 1 t r o p e r l i a c n a n F i 2 1 d r a o B s t n e t n o C focused fit ACN 009 656 740 ABN 32 009 656 740 +61 7 3336 2420 (overseas) 1300 55 72 72 (within Australia) Customer Service Website: boq.com.au Investor Relations: +61 7 3212 3463 Facsimilie: +61 7 3212 3399 Telephone: +61 7 3212 3333 Brisbane Qld 4000 259 Queen Street Level 17, BOQ Centre Bank of Queensland Limited Annual Report 2012 What we believe & how we will get there We believe ‘banking’ should be simple and that everyone deserves to deal with someone they can trust. Stronger foundations • Group-wide efficiency and effectiveness program • Process improvements as well as structural changes • Strengthened balance sheet and capital position • Enhanced risk management capabilities and culture • Operating model optimisation Customers • Targeting retail, small business and selected commercial customers • Refining our product range and rewarding loyalty • Building enduring financial relationships People and culture • New management team of highly experienced bankers • Embedding a positive, proactive culture with more collaboration and stronger accountability • Bringing trust back to banking Results overview • Statutory net profit after tax for the second half of 2012 was $73.5 million, a significantly improved position on the first half loss, which reflected a more conservative approach to provisioning for bad and doubtful debts. • BOQ confirmed a statutory net loss after tax for the full year to 31 August 2012 of $17.1 million, due to increased provisioning and legacy expense items. • We have achieved a fundamental change in BOQ’s operations this year, including: > Significantly strengthened BOQ’s risk management capability and processes > Changed BOQ’s culture and refreshed our talent base in key areas > Operational redesign to drive efficiency and operational excellence by continuing to simplify processes for staff and customers and eliminate costs from the business > Strengthened our capital base and collective provisioning to ‘future proof’ the organisation > Established a clear strategic direction for growth. • As a reflection of the confidence in our underlying business, the Board declared a fully franked final ordinary dividend of 26 cents per share, matching the dividend paid in the prior corresponding period. This takes the full year 2012 dividend to 52 cents per share fully franked. • Normalised underlying profit before tax was $443.5 million and normalised cash net profit after tax was $30.6 million for the year. • Normalised cash net interest margin improved despite competitive pressure in a low growth environment. • The Bank’s cost-to-income ratio increased slightly, impacted adversely by non-interest income challenges. 54 10.3% 7.2% 52 9.8% 6.9% 52 7.6% 5.3% 60 50 40 30 20 10 0 10.0% 8.0% 6.0% 4.0% 2.0% 0.0% 2010 2011 2012 Dividends and yield Dividends (cents per share) and yield (%) Dividend (cents per share) Dividend yield Gross dividend yield (including franking credits) In assessing financial performance, Bank of Queensland Limited (“the Bank”) discloses the net profit / (loss) after tax on both a ‘Statutory basis’ and a ‘Normalised Cash basis’. The Statutory basis is prepared in accordance with the Corporations Act 2001 and the Australian Accounting Standards, which comply with International Financial Reporting Standards (IFRS). The Normalised Cash basis, which is a non-statutory measure, is used by Management to present a clear view of the Bank’s underlying operating results. This excludes a number of items that introduce volatility and / or significant distortions of the Bank’s current period performance, and allows for a more effective comparison of the Bank’s performance across reporting periods and against peers. These items, such as amortisation of intangibles from acquisition, and accounting for economic hedges, are calculated consistently year on year and do not discriminate between positive and negative adjustments. The Bank also uses the non-statutory measure of ‘Normalised Underlying Profit/(Loss)’, which represents the Normalised Income less Normalised Operating Expenses, to provide users with a view on the underlying growth rate of the business before bad debt and tax expenses, which often carry volatility between periods. BOQ ANNUAL REPORT 2012 1 Chairman’s and Managing Director’s letter Neil Summerson Chairman Overview The operating environment has continued to be challenging, with bank margins under continual pressure, which has been highlighted by unprecedented competition for deposits in a declining interest rate environment. On the loan side, there continues to be competition for customers in both the mortgage and business space with a tightening in prices also being witnessed. The domestic economy has entered a low credit growth environment that has been driven by a cautious approach from consumers and business in committing to further investment utilising debt as a source of funding. Consumers have understandably been focused on deleveraging and a recent RBA report highlighted that around 40% of Australian mortgage holders were at least one year ahead of schedule in their repayments. While 2 BOQ ANNUAL REPORT 2012 we have recently seen a slight uptick in auction clearance rates of in capital cities, we are still quite a way from declaring a return of consumer confidence. Bad and doubtful debts are showing early signs of reversing the trends over the past two years, however the Bank has over 60% of its loan book in Queensland which is still experiencing economic difficulties. The high Australian dollar has been problematic for many industries in Queensland and it is expected that the dollar will not retreat from these levels for some time. Result It is against this backdrop that BOQ recorded a statutory full year loss after tax of $17.1 million for the year to 31 August 2012. The loss was primarily a result of a large bad and doubtful debt expense, which created increased provisions in the balance sheet, as well as a number of one-off legacy items. Pleasingly, the Bank returned to profitability in the second half of the year after a thorough review of the Bank’s loan book, processes and systems. As a result of the reviews, the Bank implemented stronger credit and collection processes and a new risk organisational structure; vastly improving the Bank’s risk management capability. Mortgage arrears in the months post BOQ’s full year results have continued to reduce and the loan book continues to be prudently provisioned with levels close to market leading. The Bank’s cost to income ratio has been adversely impacted by non-interest income challenges as well as an increase in technology expenses. As a result of this, a programme focused on efficiency and process redesign has been undertaken in order to make it easier for staff and customers to interact with the Bank. The outcome will be a much fitter and focused organisation that will position the Bank for sustained long-term profitability. The housing portfolio continues to grow strongly in this challenging environment and the funding mix (measured by the ratio of deposits to loans) has improved through the course of the year improving from 56% to 59%. The Bank’s capital ratios at the full year were above internal benchmarks, assisted by the support of shareholders in the equity raising earlier this year. With the economic environment not expected to recover quickly, the Board has determined there will be no increase in Directors fees or increases to fixed remuneration for all employees earning over $100,000. Shareholders will receive a fully franked dividend of 26 cents per share, taking the full year dividend to 52 cents per share. Strategy There are many challenges being a regional bank in what is an industry dominated by “the big four” banks. The most important approach the Bank has to this challenge is to focus on a few things and execute on them exceptionally well. The Bank does not have the resources available to it to be all things to all parts of the Australian economy, however what it can offer is unprecedented levels of service that is appropriate to the customers of the Bank. There are four key areas of focus that will be undertaken: Multi-channel optimisation The Bank has relied exclusively on the branch network to originate loans and service customers. It is apparent that customer preferences are much wider than this and many are utilising brokers (40%+ of all home loans are from this source), mobile, online, call centres and social media. An early trial of the use of mortgage brokers will begin in March 2013 with work already underway on the other channels. Operational Excellence The Bank has not exploited the technology that assists in the efficient processing of loans for both retail and business customers. These processes will be overhauled through evaluating better, and more efficient, ways of doing things coupled with the use of technology. This will also assist in removing basic administrative tasks from the branch. Risk/return balance The majority (75%) of the Bank’s loans are mortgages with an average product per customer ratio of 2.0 products. There is an opportunity to enhance the relationship with customers by improving service that, with focus, will lead to more of their banking business being entrusted to the Bank. The Bank will also expand its focus into other segments where it is felt the BOQ offering and skill set would be well suited, for example in Agribusiness and Financial Markets. A continued focus on BOQ Finance and St Andrew’s Insurance and offering their services to the Bank’s customers will be integral to improving the products per customer ratio as well as attracting clients from new customer segments. Talent and capability With a new executive team in place there is a key focus on revitalising the culture as well as ensuring the talent within the organisation is at a very high level. It is already clear that the steps taken over the past financial year have led to the recruitment of some exceptional leaders from other institutions and there is continued interest in the Bank and where it is going from talented financial services professionals. Outlook Over the next twelve months the Bank will be revitalising the Retail Bank, becoming a trusted multi-channel challenger brand, optimising all distribution channels with a focused approach to sales and service, managing risk for the appropriate return, ensuring asset quality is not compromised and continuing to drive further efficiencies throughout the organisation. The building blocks are in place for growth and the focus is now on execution and delivery. The Bank is becoming operationally fit in order to deliver better service for customers and profitable growth for shareholders. Stuart Grimshaw Managing Director and Chief Executive Officer BOQ ANNUAL REPORT 2012 3 Strengthening risk management There has been a significant strengthening of the risk management frameworks within the Bank in 2012. In particular, material changes in our approach to risk management have been implemented to the identification, reporting and management of credit risks. A new Risk Appetite Statement has been developed and a framework established to ensure that the business strategies developed are consistent with the agreed risk appetite of the Bank. In addition, there has been a significant resetting of risk appetite in the retail and commercial lending segments Stronger provision coverage During 2012, the Bank substantially increased the level of specific and collective provisions held against its loan portfolios. The Bank now has a conservative level of provisions in place. These provisions provide a buffer for any future economic weakness or deterioration in property markets. Focus on portfolio quality A key focus of the Bank is the improvement in the credit quality in both the retail and commercial portfolios. During 2012 additional resources were committed to managing the legacy portfolio of impaired commercial and property lending exposures. In July 2012, the Bank successfully sold a portfolio of four non-performing commercial property loans. The four loans included the Bank’s three largest impaired assets at the time, which were secured by shopping centres in Queensland and Victoria. Additional measures to improve portfolio quality have included the implementation of new scorecards and underwriting standards for retail lending. These initiatives will improve the quality of new lending and lower bad and doubtful debt expense in future years. 4 BOQ ANNUAL REPORT 2012 Heading Funding and capital 10.8% 3.4% 1.0% 6.4% 13.0% 3.4% 1.0% 12.6% 3.1% 1.0% 8.6% 8.5% 1H12 1H12 pro forma 2H12 Capital adequacy Core Tier 1 Hybrids Tier 2 $35.3b $35.3b $36.3b $36.3b $37.9b $37.9b • The Bank’s capital levels at 31 August 2012 were above internal benchmarks with core equity Tier 1 level at $35.3b $35.3b 8.5%. This is consistent with the level following BOQ’s 15% 15% capital raising in April 2012 and demonstrates the capacity to pay the final dividend at 26 cents per share 17% 17% from the second half profit. 17% 17% • BOQ was able to buyback $636 million of its more 51% 51% expensive Government Guaranteed debt in June 2012 and an additional $364 million matured in October 2012. • The Bank redeemed $90 million of Lower Tier 2 Convertible Subordinated Notes. $36.3b $36.3b $37.9b $37.9b 12% 12% 17% 17% 15% 15% 56% 56% 59% 59% FY10 FY10 FY11 FY11 • The Bank issued $50 million of Lower Tier 2 Subordinated Notes on 20 December 2011 Funding mix Funding mix • Strong investor demand for BOQ’s Reds ABS (%) (%) securitisation program in May 2012 resulted in a transaction being upsized from $500m to $700m, Retail Retail providing valuable funds for the Bank and improving our funding diversity. Securitisation Securitisation 13% 13% 13% 13% 15% 15% FY12 FY12 • The retail component of our accelerated 8-for-37 pro-rata non-renounceable entitlement offer raised approximately $162 million. The Bank received very strong demand from retail shareholders for the offer and we were able to satisfy 99% of these applications in full. Long term Wholesale Long term Wholesale Short term Wholesale Short term Wholesale 15% 15% 17% 17% 17% 17% 51% 51% 12% 12% 17% 17% 15% 15% This followed the completion of the institutional 13% 13% 13% 13% FY2011 Funding mix 15% 15% component of the entitlement offer and institutional placement which raised approximately $135 million and $153 million respectively. 56% 56% 59% 59% 7% Capital 11% FY12 FY12 Short-term Wholesale Both institutions and retail shareholders were offered the same price of $6.05 per share in these offers. • BOQ is well positioned to meet the new Basel III capital requirements that will come into effect from January 2013. 52% Retail 14% Securitisation 16% Long-term Wholesale BOQ ANNUAL REPORT 2012 5 FY10 FY10 FY11 FY11 Funding mix Funding mix (%) (%) Retail Retail Securitisation Securitisation Long term Wholesale Long term Wholesale Short term Wholesale Short term Wholesale 10.8% 3.4% 1.0% 6.4% 13.0% 3.4% 1.0% 12.6% 3.1% 1.0% 8.6% 8.5% 1H12 1H12 pro forma 2H12 Capital adequacy Core Tier 1 Hybrids Tier 2 FY2011 Funding mix 7% Capital 11% Short-term Wholesale 14% Securitisation 16% Long-term Wholesale 52% Retail 62.6% 56.1% 49.9% 45.8% 44.5% 2007 2008 2009 2010 2011 * (cid:31)Based on normalised cash costs, excludes impacts of normalisation items and amortisation of customer contracts. Normalised Cost-to-income ratio* % 62.6% 56.1% 49.9% 45.8% 44.5% 2007 2008 2009 2010 2011 * (cid:31)Based on normalised cash costs, excludes impacts of normalisation items and amortisation of customer contracts. Normalised Cost-to-income ratio* % Operational excellence A process efficiency and cost effectiveness program is underway to ensure that BOQ is fit enough to meet the challenges it faces, particularly in the current low credit growth environment. Review of organisational spans and layers of control We have optimised our organisational structure to assist BOQ to be as efficient as possible. This resulted in approximately 100 senior management roles being removed, producing annual savings of $9 million. ✔ Shared services model We are bringing together duplicated functions across Banking, BOQ Finance & Insurance, so that one function services all our business lines, rather than separate teams. This will provide the Bank with annual savings of approximately $2 million. Back office operations consolidation We are ensuring that our non-customer facing support services are efficient, that we have simplicity in processes with no double handling. Consolidation of back office services is expected to provide $2.5 million in annual savings. End to end loan processing (Retail & Commercial) We have undertaken a detailed analysis of the complete loan process and have found that a number of improvements are required. Project teams are being formed to drive initiatives in this area over the next two years. Expense analysis (Non-Employee costs) Analysis of the expenses across the BOQ Group not related to employees, involves a review of all the major categories of vendors and suppliers to identify potential savings through changes in cost, specifications and usage. Once complete, this project is expected to provide the Bank with savings of $4 million per annum. Removing processes from the branch The administrative tasks that branches are required to conduct are being lessened, freeing up time for our front line people to focus on the quality of their customer service, while also improving response times. Cost savings to fund investments in growth The cost savings obtained from the above initiatives are intended to be used to fund the Bank’s growth, while we keep overall cost growth under inflation. In Progress In Progress In Progress In Progress Planned Planned 6 BOQ ANNUAL REPORT 2012 Customers We are aiming to increase our customer numbers and profit by providing simple, straight forward banking with the best possible service. Online will be a key enabler for growth, so we are broadening our IT, social media and communication capabilities. We also have many online and mobile enhancements on the way that will improve customer experience. We are working on a compelling brand proposition, rewarding loyalty and ensuring our products are what our customers want. New product suites planned include an offering for simple family banking, a small to medium sized enterprise proposition, as well as a Wealth Management and Self Managed Super Fund offer. A new call centre is being established in Brisbane to complement and share call volumes with our Perth call centre, which will also ensure the Bank’s phone service does not experience any down time. A new customer relationship management system is being implemented for front line employees, which will reduce the number of account creation and servicing procedures by more than 67%, freeing up our people to concentrate on providing better sales and service. We are targeting attractive niche commercial customer segments that value relationship banking, while diversifying geographically and across industries. BOQ ANNUAL REPORT 2012 7 Environment • Products used in the latest branch fit-outs are chosen with sustainability in mind and include items certified by Good Environmental Choice Australia (GECA), the Forest Stewardship Council (FSC) and other authorities. • Our new signage at branches and office locations around Australia has been designed to include energy efficient and long-lasting LED lighting. We are also investing in LED lighting to be used internally in branches. • New switchboards at branches ensure electrical items not used for security purposes are timed to switch-off when the branch is closed and staff are not working. Community • BOQ provides support to the Australia Red Cross to help with initiatives such as the innovative new Centre for Young People opened in Fortitude Valley in Brisbane in June 2012. The aim of the centre is to address youth homelessness and to provide intensive, individualised support to at-risk youth to help them get back onto a positive life track. • Our employees are engaged in our Community program through Dollar-for-Dollar donation matching which has resulted in approximately $70,000 being donated to charity in the past year. • This year’s Banking on our Kids fundraising appeal raised approximately $150,000 to help sick kids get better, quicker. This appeal, which involves our people collecting donations and fundraising, has raised over $1,150,000 since the appeal started in 2004. 8 BOQ ANNUAL REPORT 2012 • 160 tonnes of paper and cardboard were recycled by BOQ in the year to 31 August 2012, saving approximately 2,071 trees. • BOQ plans to move its Support Centre office 2km out of Brisbane CBD to a new 5-star certified Green Star building in 2014 which also boasts a 4.5 star NABERS energy rating. BOQ will benefit from a lower carbon footprint from this building and a reduction in the energy and water used. • BOQ sponsors the Financial Basics Foundation’s online simulation game, ESSI Money, which provides high school students with an opportunity to learn about Earning, Saving, Spending and Investing. Approximately 5,000 students across the country each year compete in this financial literacy competition. • Shareholders donated nearly $40,000 to children’s hospitals around Australia this year via Investing in Hope, taking the total contributed since this program’s inception in 2004 to $240,000. • BOQ is helping The Smith Family to provide disadvantaged kids with mentoring support and financial scholarships, so that they can realise their potential through education. As part of this partnership BOQ supports the Learning for Life mentoring program and funds 120 financial scholarships for school students. • At BOQ, we believe every child deserves a merry Christmas. That’s why throughout November each year all BOQ branches nationally act as collection points for new toys and books for the Smith Family’s Toy and Book Appeal. BOQ works with Children’s Hospital Foundations Australia (CHFA) to support its five hospital partners to find cures and treat sick little kids like Ali. Within a few months of being born, Ali was suffering up to 50 seizures a day and at only 5 months, she underwent a functional hemispherectomy to cure her severe epilepsy. The surgery was a success and because of her young age, her brain was able to rebuild itself finding new paths for brainwaves to control her speech and movement. Today, she is running and jumping around like most other 4 year olds. Ali Epilepsy BOQ ANNUAL REPORT 2012 9 d i f fe r e n t Stuart Grimshaw CEO and MD Anthony Rose Chief Financial Officer Matt Baxby Group Executive Retail & Online Banking Jon Sutton Chief Operating Officer Brendan White Group Executive Business Banking, Agribusiness & Financial Markets Peter Deans Chief Risk Officer Chris Nilon Group Executive IT & Operations Renato Mazza Group Executive Insurance Hugh Lander Chief Executive Officer BOQ Finance Biographies on each of the Executives are available on the BOQ website or by contacting the Bank. 10 BOQ ANNUAL REPORT 2012 Executive team • We have appointed the right people to help us maximise opportunities, manage risks and drive the culture needed to achieve our goals. • The Bank needed the best possible Executive team to review and improve our business and risk management processes while also driving a new strategic direction. • After BOQ’s new Managing Director and CEO, Stuart Grimshaw, had the opportunity to review the business post his appointment on 1 November 2011, significant changes to BOQ’s leadership team were put in place. • The new team of highly experienced bankers are focused, energised and determined to make this organisation the best it can be. OMBs • BOQ continues to maintain and support the growth of our unique Owner-Managed Branch network, whereby the branch manager is an experienced banker who owns the branch. • The Bank has been regularly engaging with its Owner- Managers to discuss performance and risk and as a result there has been a refinement in the model structure and incentives provided. • Owner-Managers are also small business owners, who benefit from providing exceptional personal service in their local community for an extended period of time, so that there is longevity in the manager/customer relationship. Culture • The new leaders of the organisation have launched a program of cultural change centred on how each and every employee can contribute to our business being fit, focused and different. • We are changing staff behaviours, work practices and processes so to fulfil our belief that banking should be simple and everyone deserves to deal with someone they can trust. • There is a real focus on accountability, delivery and performance while working collaboratively, by clearly defining roles and responsibilities and ensuring that our people are always acting appropriately and in an efficient manner. • Diversity and staff engagement continues to remain a focus at all levels across the organisation. • We will be relocating our Brisbane Support Centre in 2014 to a new, innovative environment, which will help energise our culture by providing our people with an inspiring and exciting place to work. BOQ ANNUAL REPORT 2012 11 Board Neil Summerson Chairman of the Board Independent Director B Com, FCA, FAICD, FAIM – Age: 64 Chair of the Nomination Committee and a member of both the Budget and Audit Committees. Steve Crane Independent Director B Com, SF Fin, FAICD - Age: 60 Chair of the Budget Committee and a member of the Risk Committee. Richard Haire Independent Director FAICD, FAIM - Age: 54 Chair of the Audit Committee and a member of each of the Information & Technology, Risk and Investment Committees. John Reynolds Independent Director B Sc (Hons), Dip Ed FAICD, FAIM Director - Age: 69 Chair of the Investment Committee and a member of each of the Information & Technology, Nomination and Remuneration Committees. Biographies on each of the Board are available on the BOQ website or by contacting the Bank. 12 BOQ ANNUAL REPORT 2012 Stuart Grimshaw Managing Director and Chief Executive Officer PMD, MBA, BCA - Age: 51 Roger Davis Independent Director B.Econ (Hons), Master of Philosophy - Age: 60 Chair of the Risk Committee and a member of both the Audit and Corporate Governance Committees. Carmel Gray Independent Director B Bus - Age: 63 Chair of the Corporate Governance Committee and a member of each of the Risk, Nomination and the Audit Committees Michelle Tredenick Independent Director B Sc Director - Age: 51 Chair of the Information & Technology Committee and a member of each of the Remuneration, Risk and the Investment Committees. David Willis Independent Director B Com, ACA, ICA Director - Age: 56 Chair of the Remuneration Committee and a member of both the Corporate Governance and Budget Committees. Remuneration overview Short-term $ Post- employment $ Other long-term $ Termination benefits $ Share based payments $ Total $ Executive Director Stuart Grimshaw1 1,606,399 12,980 1,426 Non-Executive Directors Neil Summerson Steve Crane Roger Davis Carmel Gray John Reynolds Michelle Tredenick David Willis Richard Haire2 Former Directors Bill Kelty3 Executives Jon Sutton4 Anthony Rose5 Peter Deans6 Brendan White7 Matthew Baxby8 Chris Nilon Renato Mazza Former Executives Ram Kangatharan9 Ewan Cameron10 Darryl Newton11 David Tonuri12 Keith Rodwell13 355,000 165,417 175,458 207,750 218,208 166,651 170,619 55,895 15,939 14,888 15,791 15,939 15,939 14,981 15,300 5,031 137,500 12,375 114,165 74,401 243,026 244,371 149,024 349,526 350,418 549,238 450,716 275,952 246,683 499,912 2,461 1,830 6,695 6,151 4,337 15,821 15,823 9,671 14,685 10,638 11,242 15,579 - - - - - - - - - 158 108 356 340 207 11,636 5,112 - - - - 45,789 - - - - - - - - - 44,621 - - - - - - - 787,500 489,617 410,345 329.689 393,750 Appointed 1 November 2011 1 2 Appointed 18 April 2012 3 Retired 31 July 2012 4 Appointed 2 July 2012 5 Appointed 1 August 2012 6 Appointed 26 March 2012 7 Appointed 2 April 2012 8 Appointed 17 May 2012 9 Resigned 30 March 2012 10 Resigned 20 July 2012 11 Resigned 26 March 2012 193,237 1,814,042 - - - - - - - - - 211,375 143,083 31,104 399,210 126,947 85,342 148,563 370,939 180,305 191,249 223,689 234,147 181,632 185,919 60,926 194,496 333,169 219,422 496,062 829,072 471,058 597,325 639,916 (196,344) 2,619,566 (110,173) (93,697) (40,417) (115,141) 850,576 624,941 558,324 900,515 12 Resigned 11 May 2012 13 Resigned 24 August 2012 BOQ ANNUAL REPORT 2012 13 Balance sheets As at 31 August 2012 Assets Cash and liquid assets Due from other financial institutions Other financial assets Derivative financial instruments Consolidated Bank 2012 $m 670.5 119.7 5,689.4 276.1 2011 $m 433.2 131.9 5,348.0 148.1 2012 $m 227.7 23.5 5,776.9 276.1 2011 $m 269.6 25.9 5,215.7 126.8 Loans and advances at amortised cost 34,147.2 31,736.5 30,654.6 29,745.7 Current tax assets Shares in controlled entities Property, plant and equipment Deferred tax assets Other assets Intangible assets Investments accounted for using the equity method Total assets Liabilities Due to other financial institutions Deposits Derivative financial instruments Accounts payable and other liabilities Current tax liabilities Provisions Insurance policy liabilities Borrowings including subordinated notes Amounts due to controlled entities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total Equity 14 BOQ ANNUAL REPORT 2012 0.7 - 31.0 125.7 120.9 554.6 22.2 - - 31.0 41.7 104.4 580.0 28.7 1.5 933.1 26.1 104.9 277.9 59.3 - - 933.1 25.3 42.6 251.9 70.6 - 41,758.0 39,900.8 38,361.6 36,707.2 177.8 31,171.9 169.2 29,626.6 177.8 169.2 31,288.7 29,875.2 253.0 450.4 - 44.1 73.5 264.1 429.1 79.4 30.2 77.6 6,688.1 6,651.0 - - 130.3 404.8 - 33.5 - 895.3 2,553.6 197.5 387.1 79.8 21.5 - 1,123.8 2,340.2 38,858.8 37,327.2 35,484.0 34,194.3 2,899.2 2,573.6 2,877.6 2,512.9 2,660.1 106.2 132.9 2,899.2 2,153.3 115.4 304.9 2,573.6 2,666.0 2,162.8 105.1 106.5 2,877.6 81.8 268.3 2,512.9 5 year summary $ millions (unless otherwise stated) Shareholders’ equity: Issued capital Reserves and retained profits Total equity Financial position: Total assets under management Total loans under management 1 Total assets on balance sheet Retail deposits Wholesale deposits Financial performance: 2 Statutory net profit/(loss) Normalised underlying profit before tax 4 Less: Impairment on loans and advances Normalised cash profit before tax Normalised cash profit after tax 3 Shareholder performance: Market capitalisation at balance date Share price at balance date Statutory ratios: Net interest margin Capital adequacy ratio Cost to income ratio Dividend payout ratio to ordinary shareholders 6 Net tangible assets per share Fully franked ordinary dividend per share Diluted earnings/(loss) per share Return on average ordinary equity Normalised ratios (cash basis): 4 Net interest margin 7 Cost to income ratio Dividend payout ratio to ordinary shareholders 6 Diluted earnings per share Return on average ordinary equity 2012 $m 2,660.1 239.1 2,899.2 41,758.0 34,339.8 41,758.0 22,270.0 8,901.9 (17.1) 443.5 (401.0) 42.5 30.6 $2,331.4 $7.55 1.65% 12.6% 52.5% n/a $6.94 $0.52 (10.2c) (0.7%) 1.67% 45.7% n/a 7.9c 1.3% 2011 $m 2,153.3 420.3 2,573.6 39,900.8 33,356.2 39,900.8 20,317.9 9,308.7 158.7 447.4 (200.5) 246.9 176.6 1,686.0 $7.48 1.63% 11.4% 47.0% 77% $7.95 $0.54 60.3c 7.2% 1.65% 44.5% 69% 69.8c 8.0% 2010 $m 2,057.6 347.2 2,404.8 38,811.3 32,003.1 38,597.8 18,083.3 10,005.2 181.9 379.0 (104.2) 274.8 197.0 2,120.3 $9.83 1.60% 11.7% 49.0% 62% $7.47 $0.52 77.0c 8.9% 1.60% 45.8% 57% 83.4c 9.6% 2009 $m 1,903.1 208.3 2,111.4 34,545.8 28,866.3 34,012.0 16,248.9 7,948.3 141.1 315.0 (66.0) 249.0 187.4 2008 $m 1,439.4 251.5 1,690.9 30,912.5 26,291.8 29,883.2 13,984.5 6,052.0 138.7 250.8 (27.0) 223.8 155.4 2,327.7 $11.65 2,377.4 $15.86 1.56% 11.5% 58.8% 71% $6.62 $0.52 74.4c 9.0% 1.56% 49.9% 53% 98.4c 11.8% 1.67% 11.0% 59.9% 79% $6.01 $0.73 89.6c 11.6% 1.67% 56.1% 71% 99.9c 13.0% 1 Before Collective Provision for impairment. 2 Presentation of financial performance has been changed from prior year so as to provide clear reconciliation between IFRS and non-IFRS measures. 3 Normalised cash profit after tax exclude significant items (tax effected). 4 Normalised underlying profit before tax is profit before impairment on loans and advances, significant items and tax. 5 Excludes tax impact on significant items. 6 The current year dividend will be paid out of retained profits. 7 Excluding amortisation of fair value adjustments (acquisition). BOQ ANNUAL REPORT 2012 15 Shareholder information Share registry Link Market Services Limited Level 15 324 Queen Street Brisbane Qld 4000 Australia: 1800 779 639 International: +61 2 8280 7626 Facsimile: +61 2 9287 0303 Email: boq@linkmarketservices.com.au Website: linkmarketservices.com.au Company details Bank of Queensland Limited Level 17, BOQ Centre 259 Queen Street Brisbane Qld 4000 Telephone: +61 7 3212 3333 Investor Relations: +61 7 3212 3463 Facsimile: +61 7 3212 3399 Website: boq.com.au Twitter: twitter.com/boq Facebook: facebook.com/BOQOnline Customer Service 1300 55 72 72 (within Australia) +61 7 3336 2420 (overseas) ABN 32 009 656 740 ACN 009 656 740 C E N T R A L T R AI N S T A - N S T R E E T N TI O N A C R E E K S T R E E T N S T R E E T U E E Q C R E A N S T R E E T N Z A U S Q A N A E D W A R D A L L S T R E W I N E T T E C R E G N A T R R D E E H I L T O N A E LIZ N B E T H S T R E E T T T E S T R E E T R L O A H C N S T R E E T M E E U Q 2012 AGM BOQ’s Annual General Meeting will be held at the Hilton, on Thursday, 13 December 2012 (registration commences at 9.15am). Enter the Hilton either via the Queen Street Mall or 190 Elizabeth Street, Brisbane. 16 BOQ ANNUAL REPORT 2012 Heading Financial report Appendix 4E 18 Financial summary 20 Corporate governance 22 Contents Statutory financial report: Directors’ report 27 Lead auditor’s independence declaration 54 Statements of comprehensive income 55 Balance sheets 56 Statements of cash flows 57 Statements of changes in equity 58 Notes to the financial statements 62 Directors’ declaration 122 Independent auditor’s report to the members 123 Supplementary information: Shareholding details 124 Annexure A 127 BOQ ANNUAL REPORT 2012 17 Appendix 4E Preliminary final report For the year ended 31 August 2012 1. Company details and reporting period Name of entity: Bank of Queensland Limited ABN: Reporting Period 32 009 656 740 31 August 2012 Previous corresponding period 31 August 2011 2. Results for announcement to the market Revenues from ordinary activities Loss from ordinary activities after tax attributable to members Net loss for the period attributable to members Dividends Interim ordinary dividend – paid Final ordinary dividend – payable Semi-annual dividend – Perpetual Equity Preference Shares (PEPS) – paid Semi-annual dividend – Perpetual Equity Preference Shares (PEPS) - payable Previous corresponding period Interim ordinary dividend Final ordinary dividend Semi-annual dividend on – Perpetual Equity Preference Shares (PEPS) Semi-annual dividend on – Perpetual Equity Preference Shares (PEPS) Up Down Down 1% 111% 111% to to to $m 804.3 17.1 17.1 Amount per security Franked amount per security 26c 26c 234c 217c 26c 28c 246c 250c 26c 26c 234c 217c 26c 28c 246c 250c Record date for determining entitlements to the ordinary dividend 21 November 2012 3. Statements of comprehensive income with notes to the statements Refer to page 53 of the 2012 Profit Announcement and accompanying notes. 4. Balance Sheets with notes to the statements Refer to page 54 of the 2012 Profit Announcement and accompanying notes. 5. Statements of cash flows with notes to the statements Refer to page 55 of the 2012 Profit Announcement and accompanying notes. 6. Dividends Refer to page 77 of the 2012 Profit Announcement and accompanying notes. 7. Dividend reinvestment plan The Bank of Queensland Dividend Reinvestment Plan provides shareholders with the opportunity to convert all or part of their entitlement to a dividend into new shares. Shares are issued under the Plan at a discount of 2.5% on the arithmetic average of the daily volume weighted average share prices of the Bank’s shares sold on the Australian Securities Exchange during the ten trading day period commencing on the second trading day after the Record Date. Shares issued are fully paid and rank equally with existing fully paid ordinary shares. There is no foreign sourced dividend. The last date for election to participate in the Dividend Reinvestment Plan is 21 November 2012. The date of payment for the final ordinary dividend is 8 December 2012. 8. Statements of changes in equity Refer to page 56 of the 2012 Profit Announcement and accompanying notes. 18 BOQ ANNUAL REPORT 2012 9. Net tangible assets per share • 31 August 2012 - $6.94 • 31 August 2011 - $7.95 10. Entities over which control has been gained or lost during the period • Series 2004-1 REDS Trust was closed on 28 December 2011. • • Series 2012-1E EHP REDS Trust was opened on 24 May 2012. Series 2008-1E EHP REDS Trust was closed on 13 July 2012. 11. Associates and joint venture entities Refer to page 130 of the 2012 Profit Announcement and accompanying notes. 12. Other significant information Not applicable 13. Accounting standards used for foreign entities The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards (including Australian Accounting Interpretations) and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. 14. Commentary on the results for the year Refer to page 21 of the 2012 Profit Announcement. 15. Status of audit The attached Statutory Financial Report has been audited. 16. Dispute or qualifications if not yet audited Not applicable 17. Dispute or qualifications if audited Not applicable Melissa Grundy Company Secretary 18 October 2012 BOQ ANNUAL REPORT 2012 19 Financial Summary 2012 $m 2,660.1 239.1 2,899.2 41,758.0 34,339.8 41,758.0 22,270.0 8,901.9 (17.1) 47.7 30.6 443.5 (401.0) 42.5 (11.9) 30.6 2011 $m 2,153.3 420.3 2,573.6 39,900.8 33,356.2 39,900.8 20,317.9 9,308.7 158.7 17.9 176.6 447.4 (200.5) 246.9 (70.3) 176.6 2,331.4 7.55 $1,686.0 $7.48 1.65% 12.6% 52.5% n/a $6.94 $0.52 (10.2c) (0.7%) 1.67% 45.7% n/a 7.9c 1.3% 1.63% 11.4% 47.0% 77% $7.95 $0.54 60.3c 7.2% 1.65% 44.5% 69% 66.7c 8.0% Year Ended 2010 $m 2,057.6 347.2 2,404.8 38,811.3 32,003.1 38,597.8 18,083.3 10,005.2 181.9 15.1 197.0 379.0 (104.2) 274.8 (77.8) 197.0 2,120.3 $9.83 1.60% 11.7% 49.0% 62% $7.47 $0.52 77.0c 8.9% 1.60% 45.8% 57% 83.4c 9.6% 2009 $m 1,903.1 208.3 2,111.4 34,545.8 28,866.3 34,012.0 16,248.9 7,948.3 141.1 46.3 187.4 315.0 (66.0) 249.0 (61.6) 187.4 2008 $m 1,439.4 251.5 1,690.9 30,912.5 26,291.8 29,883.2 13,984.5 6,052.0 138.7 16.7 155.4 250.8 (27.0) 223.8 (68.4) 155.4 2,327.7 $11.65 2,377.4 $15.86 1.56% 11.5% 58.8% 71% $6.62 $0.52 74.4c 9.0% 1.56% 49.9% 53% 98.4c 11.8% 1.67% 11.0% 59.9% 79% $6.01 $0.73 89.6c 11.6% 1.67% 56.1% 71% 99.9c 13.0% Shareholders’ Equity: Issued capital Reserves and retained profits Total Equity Financial Position: Total assets under management Total loans under management(1) Total assets on balance sheet Retail deposits Wholesale deposits Financial Performance:(2) Statutory net profit/(loss) Add: Significant items(3) Normalised cash profit after tax(3) Normalised underlying profit before tax(4) Less: Impairment on loans and advances Normalised cash profit before tax Tax expense(5) Normalised cash profit after tax(3) Shareholder Performance: Market capitalisation at balance date Share price at balance date Statutory Ratios: Net interest margin Capital adequacy ratio Cost to income ratio Dividend payout ratio to ordinary shareholders(6) Net tangible assets per share Fully franked ordinary dividend per share Diluted earnings / (loss) per share Return on average ordinary equity Normalised Ratios (cash basis):(4) Net interest margin(7) Cost to income ratio Dividend payout ratio to ordinary shareholders(6) Diluted earnings / (loss) per share Return on average ordinary equity 20 BOQ ANNUAL REPORT 2012 (1) Before Collective Provision for impairment. (2) Presentation of financial performance has been changed from prior year so as to provide clear reconciliation between IFRS and non-IFRS measures. (3) Normalised cash profit after tax exclude significant items (tax effected): Amortisation of customer contracts Hedge ineffectiveness Government guarantee break fee Integration / Due diligence costs Amortisation of fair value adjustments Asset Impairment (software) Flood impact Legacy issues Restructuring costs Total (10.5) (3.3) (2.2) (1.0) (3.9) (6.6) - (14.9) (5.3) (47.7) (6.2) 1.0 (4.3) (4.1) (3.5) - (0.8) - - (17.9) (4) Normalised underlying profit before tax is profit before impairment on loans and advances, significant items and tax. These significant items are detailed above. (5) Excludes tax impact on significant items. (6) The current year dividend will be paid out of retained profits. (7) Excluding amortisation of fair value adjustments (acquisition). Financial Performance In assessing financial performance, Bank of Queensland Limited (“the Bank”) discloses the net profit/(loss) after tax on both a ‘Statutory basis’ and a ‘Normalised Cash basis’. The Statutory basis is prepared in accordance with the Corporations Act 2001 and the Australian Accounting Standards, which comply with International Financial Reporting Standards (IFRS). The Normalised Cash basis, which is a non-statutory measure, is used by Management to present a clear view of the Bank’s underlying operating results. This excludes a number of items that introduce volatility and / or significant distortions of the Bank’s current period performance, and allows for a more effective comparison of the Bank’s performance across reporting periods and against peers. These items, such as amortisation of intangibles from acquisition, and accounting for economic hedges, are calculated consistently year on year and do not discriminate between positive and negative adjustments. The Bank also uses the non-statutory measure of ‘Normalised Underlying Profit’, which represents the Normalised Income less Normalised Operating Expenses, to provide users with a view on the underlying growth rate of the business before bad debt and tax expenses, which often carry volatility between periods. These non-statutory measures have not been subject to review or audit. BOQ ANNUAL REPORT 2012 21 Corporate Governance Overview Directors and Management of the Bank are committed to excellence in corporate governance. In striving to achieve its objectives, the Bank endeavours to be a bank that looks after its staff, values and services customers, rewards its shareholders and partners with the community. Corporate governance is not just about compliance, but about our values and our behaviour. We believe in excellence in corporate governance because it is in the best interests of the Bank and all of its stakeholders. The Board has over many years developed and implemented policies and practices which at the time of publishing this statement are consistent with the applicable ASX Corporate Governance Principles and Recommendations, Second Edition with 2010 Amendments ('Principles') updated by the ASX Corporate Governance Council in 2010, and the corporate governance standards set out in Australian Prudential Standard (APS) 510 "Corporate Governance". In addition, the Board has adopted a fit and proper policy as required by APS 520 "Fit and Proper", which sets out the requirements for regulated authorised deposit-taking institutions to assess the competencies and fitness for office of persons appointed as directors, senior managers and auditors. The Bank’s subsidiaries St Andrew's Insurance (Australia) Pty Ltd and St Andrew's Life Insurance Pty Ltd are subject to APRA's prudential supervision as insurance companies and subject to similar Corporate Governance and Fit and Proper standards as those applicable to authorised deposit-taking institutions. The Bank’s group policies comply with all of these standards. The Corporate Governance Committee is responsible for reviewing the Bank’s corporate governance framework and policies. As part of its process of continual improvement, the Bank has carried out a full review of all of its corporate governance policies during the year, and where necessary, has refined its code, policies and charters. • • • • • • ensuring that areas of significant business risk are identified and effectively managed; monitoring the effectiveness of risk management practices; setting targets for and assessing the performance of the Managing Director; and establishing Board committees. Certain powers are delegated to the CEO (also Managing Director) and senior management including: • responsibility for day to day management of the Bank within the overall strategies and frameworks approved by the Board including the following: x x x x x x x x x developing strategy for approval by the Board; financial and capital management and reporting; operations; information technology; marketing the current business of the Bank and acquiring new business; customer relationship service; developing and maintaining key external relationships, including with investors, media, analysts and industry participants; human resources, people development, performance and the creation of a safe and enjoyable workplace; and credit; reporting to the Board on the performance of the Bank and its management; and performing duties that are delegated by the Board. The Board undertakes an annual performance review of the Managing Director. Management has a program for annual performance reviews for all levels of management. The review program includes the annual setting of key performance indicators at the start of the financial year and a formal evaluation against those indicators at the conclusion of the financial year. Reviews have been carried out in accordance with the program for all levels of management, including the Managing Director. An induction program exists for all staff. The powers of the Board are also governed by the Bank’s constitution. The Bank intends to seek shareholder approval for the adoption of a new constitution at the 2012 annual general meeting. A copy of the current and proposed new constitution are available on the Bank’s website at the following address: www.boq.com.au/aboutus_corporate_governance.htm The Board has established the following Committees: • Audit Committee • Risk Committee • • Nomination Committee • Budget Committee Corporate Governance Committee • Due Diligence Committee • • Remuneration Committee Information & Technology Committee • Investment Committee A separate Charter has been prepared for each Committee and is reviewed at least annually. The composition of the Board Committees is reviewed annually. Details of the current membership of the Board Committees are contained in the Directors’ Report. The Bank’s key policies, Board and Committee charters and a checklist detailing its compliance with the Principles appear on the Company’s website at the following address: www.boq.com.au/aboutus_corporate_governance.htm The Bank is required to disclose in this report the extent to which it has followed the best practice recommendations in the Principles throughout the 2011/2012 financial year. The Bank has followed those recommendations throughout the year. A summary of the Bank's corporate governance policies and practices, organised in order of the Principles, is set out below. Principle 1: Lay solid foundations for management and oversight Board and Management The Board Charter sets out the key governance principles adopted by the Board in governing the Bank. There is a functional difference between the Board's role and responsibilities and that of management which is recognised in the Board Charter. The responsibilities of the Board include: • the overall corporate governance of the Bank including: x x x overseeing regulatory compliance; ensuring the Bank observes appropriate ethical standards; and achievement of the Bank's values. • • the overall strategy and direction of the Bank, including approving, monitoring and reviewing strategic, financial and operational plans; the appointment of the Managing Director, including the delegation of powers to the Managing Director within authorised discretionary levels; • succession planning, including Board and Committee composition. In order to fulfil these responsibilities, the Board reserves to itself certain powers including: • • • reviewing and approving the Bank's strategic plan at least annually, approving budgets and reviewing and approving financial results; determining dividend policy; dealing with matters outside discretions conferred on the Managing Director; 22 BOQ ANNUAL REPORT 2012 Principle 2: Structure the Board to add value Board Structure The Board currently has nine Directors (including the Chairman) eight of whom are non-executive Directors (Mr William Kelty retired from the Board on 31 July 2012). The Managing Director, appointed on 1 November 2011, is an executive Director. Skills & Experience The Board considers that individually and collectively, the Directors have an appropriate mix of skills, qualifications and experience to enable them to appropriately discharge their duties effectively. The Board proactively plans ahead a number of years to ensure that membership contains a diverse range of skills and experience that are relevant to the business undertaken by the Bank, both now and into the future. As part of this process, a board skills matrix is used which addresses factors such as age, gender, location of residence, professional network, and professional experience and qualifications, in order to promote a diverse range of views. The Board seeks to ensure that its members have a diverse range of skills and experience that reflect the breadth of operation of the Bank’s business and its future strategy. Accordingly, the Board has been structured to include suitably qualified men and women with experience in financial markets, insurance, banking, funds and wealth management, strategy, superannuation, information technology and agribusiness. Several members also hold directorships on other ASX-listed entities. The skills and experience of the Directors and their length of service, membership of Board committees and record of attendance at meetings, are set out in the Directors’ Report. Prior to commencement, all new directors sign formal letters of appointment. The Bank provides an induction program for new Board members. Every Director and Committee of the Board has the right to seek independent professional advice in connection with carrying out their duties at the expense of the Bank. Prior written approval of the Chairman is required. Nomination The Board seeks to ensure that it has an appropriate mix of skills and diversity in its membership. The Nomination Committee monitors the skills and experience of existing Directors and the balance between experience and new skills, which may lead to consideration of appointments of new Directors. The names and qualifications of those appointed to the Nomination Committee, and number of meetings of the Nomination Committee, during the financial year are set out in the Directors’ Report. The Charter of the Nomination Committee, which details its duties, objectives, responsibilities and membership requirements, appears on the Bank’s website at the following address: www.boq.com.au/aboutus_corporate_governance.htm When appointing a new Director, the Board considers the need to balance the skills, tenure, experience, diversity and perspectives of its directors as a whole, and endeavours to achieve an appropriate mix of these factors to enable the Board to facilitate achievement of the Group's strategic goals. Potential candidates for board positions are sourced using the Board’s contacts and market intelligence, as well as through the services of specialist external advisers. When considering whether to support an incumbent Director’s nomination for election or re-election, the Board considers that Director’s performance to date, and the skills, experience and diversity that the Director brings to the Board. Fit & Proper All new and existing Directors are subject to assessment of their fitness and propriety to hold office, both at the time of initial appointment and then annually, under the Bank's fit and proper policy. This policy was established under APS 520 and the equivalent standards GPS 520 and LPS 520 that apply to the Bank's APRA-regulated insurance subsidiaries. This involves an assessment of the Director's qualifications and experience against documented criteria for the competencies required for the office. The assessment includes checks on the Director's propriety such as police checks and bankruptcy checks. Independence The Board assesses Director independence prior to initial appointment and then on at least an annual basis, or, if it feels it is warranted, depending upon disclosures made by individual Directors. It is the responsibility of the Board to determine the independence of Directors in accordance with the Policy and the Board has assessed that all of the current non-executive Directors are “independent”. In reaching its decision regarding individual director independence, the Board reserves the right (except in the case of the Audit Committee membership) to consider a director to be independent even through they may not meet one or more of the specific thresholds or tests set out in the document, having regard to the underlying policy of the independence requirement and the qualitative nature of the director’s circumstances. The basis of the Board's assessment is its independence policy which takes into account whether Directors have relationships with the Bank, its shareholders or advisers which are likely to materially interfere with the exercise of the Director's unfettered and independent judgment, having regard to all the circumstances. The Bank has established both quantitative and qualitative guidelines to determine the materiality, which include the value of a contractual relationship being the greater of $500,000 or 5% of the other company’s consolidated gross revenues and the strategic importance of the relationship. A copy of the policy is available on the ‘Corporate Governance’ page on the Bank’s website. The Board Charter requires that all Directors bring an independent mind to bear on all matters coming before the Board for consideration. The Bank does not consider that the length of service on the Board of any of the independent Directors is currently a factor affecting the Director's ability to act independently and in the best interests of the Bank. The Board generally judges independence against the ability, integrity and willingness of the Director to act, and places less emphasis on length of service as a matter which impairs independence. Board and Director Performance The Bank conducts its business in a complex and constantly changing regulatory and business environment. It is important that the Board review its own performance and that of its Committees from time to time, with the objective of achieving and maintaining a high level of performance in such an environment. Under the Board Performance Review and Renewal Policy, the performance of the Board as a whole, each Director and the Chairman is assessed annually. While the Board believes in the value of a review, it does not consider that a full-scale review is necessarily required every year, and in the years in which this does not occur, a review is conducted internally and progress against any recommendations arising from the most recent externally facilitated review are considered, together with any new issues which may have arisen. The Chairman meets at least once a year with each individual Director to discuss board performance and the individual Director’s performance, and at least once a year on a formal basis with the Managing Director to discuss management’s view of the Board’s performance, level of interaction with and support of management. Informal meetings on such matters are held between the Chairman and the Managing Director throughout the year. The evaluation of director performance will have regard to factors including the following: • The expectation that each Director will actively seek a full appreciation of the business of the Bank (or subsidiary, as applicable) including key business drivers, the risks facing the Bank (or subsidiary) and applicable risk management policies, the regulatory environment in which the company operates and banking, finance and insurance sector issues (as applicable to the company); • Actively participate in open, honest discussion and bring an independent mind to bear on matters before the Board; • The expectation that Directors and the Board as a whole will perform their duties: x x x in the interests of shareholders and other stakeholders; in a manner consistent with the Bank’s core values of passion, achievement, courage, integrity and teamwork; and in accordance with the duties and obligations imposed by applicable laws. • Attendance at briefings, seminars and ongoing training programs. BOQ ANNUAL REPORT 2012 23 Corporate Governance (continued) Principle 2: Structure the Board to add value (continued) Board and Director Performance (continued) The Bank recognises that gender diversity is an important component to achieve its goals, and fully supports the ASX recommendations on diversity. The Bank’s current objectives and targets for diversity include: In addition, the Chairman is available to the Board and to senior executives at any time to discuss Board performance. During the 2011/12 financial year, the Board engaged an independent external facilitator to undertake a review of the Chair, the Board as a whole, and all Committees and their respective Chairs. A review of individual directors was undertaken internally. The rationale for the review was to allow the Chairman and the Board to obtain an objective view of the operations of the Board and its Committees. As part of this process, the facilitator sought and obtained input from each Director and certain members of senior management through the completion of interviews and an online questionnaire. Based on the information provided and material reviewed, the external facilitator rated the Board’s and Committee’s practices across a range of criteria including, the effectiveness of the Board and Committees, the performance and leadership of the Chair and the Committee Chairs, and the quality of meetings (including issues such as, the effectiveness of agendas and papers, the working relationship between the Committee and management and the performance of Committee members). A comprehensive report, detailing the findings of the review and recommending areas for discussion and improvement, was presented to the Board. The Board and management have worked actively to respond to the issues identified. The Board considers that the benefits gained from the review include the improvement of Board processes and effectiveness. Principle 3: Promote ethical and responsible decision- making Code of Conduct The Bank's Code of Conduct sets out the principles which all Directors, officers, employees, agents, owner-managers and their staff and contractors are expected to uphold in order to promote the interests of the Bank and its shareholders and drive its relationships with employees, customers and the community. The Code details the Bank’s expectations regarding ethical standards, professionalism, respect for the law, conflicts of interest, confidentiality, environment and good corporate citizenship. Through annual training and enforcement of the Code, the Bank actively promotes ethical and responsible decision- making within the Bank. Securities Trading Policy The Bank's Securities Trading Policy provides a framework to assist Directors, employees, owner-managers, agents and contractors of the Bank to understand their legal obligations with respect to insider trading. The Bank’s Securities Trading Policy meets the requirements of the ASX Listing Rules. Diversity In order to attract and retain a diverse workforce, the Bank is committed to providing an environment in which all employees are treated fairly and equitably, and where diversity (gender, age, ethnicity, cultural background, impairment or disability, sexual preference, religion) is embraced, and to maintaining a workforce that reflects the diversity of the Australian population. The Bank has established a group-wide Diversity Policy to reflect the Bank’s ongoing commitment to diversity. A copy of the policy is available on the ‘Corporate Governance’ page on the Bank’s website. In line with this commitment, the Bank’s policy is to value the differences that a diverse workforce brings and to provide a workplace where: • • • • • • Everyone is valued and respected for their skills, experiences and perspectives; Structures, policies and procedures are in place to assist employees to balance their work, family and other responsibilities effectively; Decision-making processes in recruitment take account of diversity; Employees have access to opportunities based on merit; The culture is free from discrimination, harassment and bullying; and Employment decisions are transparent, equitable and procedurally fair. • • • • increasing the representation of women on its Board; continuing to grow the number of women in senior roles, with a target of 25% of women in senior management roles by 2015. Senior Management roles are defined as Levels 1-4 of the Bank’s occupational categories, being Managing Director, Group Executive, General Manager or Head of Division; encouraging the participation of women in leadership programs; encouraging women to participate in the Bank’s Intern Program, to support the development of women in professional and management roles; and • ensuring gender is not a factor in remuneration. In the current reporting period, the Bank commenced a restructure under which a number of the Group Executive team changed. The number of women in senior management did not increase in the 2011/12 financial year, but the Board, Managing Director and Group Executives, have a continued focus on gender diversity and are aware that further work must be done to drive the changes necessary to achieve a more diverse workplace and the Bank’s stated diversity targets. Women currently constitute 57% of the Bank’s total workforce (57.7% in 2010/11). During the year, the Bank employed 162 staff on a part-time basis (equating to 9.9% of the total workforce), 92% of which were women, and 50 staff on a casual basis (86% of which were women). The Bank’s diversity objectives and targets are: • • • • there are two women on the Board; there are 14% of women in senior management roles (17.9% in 2010/11); 62% of participants in the Bank’s management training are women; 30% of participants in the Bank’s leadership development program, which was established in 2009 and is run over a 12 month period, are women (47% in 2010/11); and • The Bank did not conduct an intern program in the 2011/12 year (33% in 2010/11). As a result of the current performance, diversity is a key focus of Management. During the 2011/12 financial year, the Bank established many of the necessary platforms on which it can build a more flexible and diverse workplace. The Board and Executive team received diversity training and unconscious bias training commenced for senior management. External consultants have been engaged to work with the Executive team and develop strategies to move the program forward. The Bank’s Remuneration Committee annually assess the Bank’s progress against diversity targets and objectives, including the representation of women at levels within the organisation. The Bank is committed to facilitating the inclusion of women in all ranks within the organisation, and removing barriers that may restrict career progression. To support this position, the Diversity Policy stipulates that selection process for board and senior management appointments is to involve the creation of a short-list identifying potential candidates for the appointment which must include at least one female candidate wherever possible. Furthermore, the Bank has taken the following steps to enhance diversity: • • • • • • • commenced a pilot program for the development of women in the organisation; enhanced its recruitment and remuneration management processes; improved its policies and processes for dealing with harassment and discrimination complaints; enhanced its family friendly terms and conditions of employment; established a structure for considering flexible work arrangements (including the ability for employees to purchase up to an additional two weeks annual leave per year) and refined the processes for dealing with these requests; taken steps to ensure parental leave arrangements are attractive and supportive of parents needs; and reviewed job advertising to ensure that it is aimed at attracting a wide pool of candidates. 24 BOQ ANNUAL REPORT 2012 Principle 4: Safeguard integrity in financial reporting Audit Committee The Audit Committee is comprised in accordance with the recommendations in the Principles and the requirements of APS 510, GPS 510 and LPS 510. The Audit Committee assists the Directors in discharging the Board’s responsibilities of oversight and governance in relation to financial and audit matters. The Committee operates under a Charter approved by the Board, and is responsible for reviewing and making recommendations to the Board on the following issues: • • The Board is responsible for appointing the External Auditor, subject to shareholder approval; and Upon engagement, the External Auditor will have unfettered access to management, staff, records and company facilities, and is permitted reasonable, agreed time to conduct the audit. The officers who perform a Chief Executive Officer function and a Chief Financial Officer function state in writing to the Board that the Bank's financial reports present a true and fair view, in all material respects, of the Bank's financial condition and operational results in accordance with the relevant accounting standards. • • • • • External financial reporting, APRA and ASIC reporting requirements; Adequacy of the external audit and the independence of the external auditor; The internal audit procedures, scope of the internal audit work program, and management’s responsiveness to findings from the internal audit process; Actuarial engagements and independence; and The results of the Credit Risk review process. The Audit Committee will refer to the Risk Committee any matters that have come to the Committee’s attention that are relevant for the Risk Committee for noting and consideration, or which should be dealt with by that Committee. The Audit Committee comprises non-executive members of the Board with the majority of members being independent directors. The Audit Committee is chaired by an independent director, who is not the Chairman of the Board and has at least three members. The Committee’s charter requires that at least one member must have professional accounting or financial management expertise. The names and qualifications of those appointed to the Audit Committee, and number of meetings of the Audit Committee during the financial year are set out in the Directors’ Report. The Bank has established an Auditor Independence Policy, which is available on the website and requires the External Auditor to comply with the requirements of the Corporations Act 2001, APRA Prudential Standard APS 510 ‘Governance’ and Accounting and Ethical Standards Board APES 110 – Code of Ethics for Professional Accountants, section 290 ‘Independence’. The policy requires that the lead partner and review partner of the External Auditor is rotated so that neither role is performed by the same partner for more than 5 years, or more than five years out of seven successive years. The Bank has an External Auditor Evaluation Policy, and under this policy, the Audit Committee provides feedback to the Board annually in relation to the performance, capability and service provided by the External Auditor. The External Auditor contributes to the safeguarding of the integrity of the Bank’s financial reporting. Accordingly, the Bank considers that the External Auditor must demonstrate the following attributes: • • • • • Be an internationally recognised and respected accountancy firm which has access to expert accounting standards research and sufficient resources and technical expertise to carry out the engagement; Have partners and staff that possess professional standing and appropriate skills, knowledge and experience; An ability to provide high audit quality control processes and efficient audit services; Independence; and An ability to satisfy the terms of the Fit & Proper Policy. The procedure adopted for the selection and appointment of the External Auditor may vary from time to time. The selection process may involve firms tendering by invitation or by the Bank holding an open tender. Key aspects of the External Auditor selection and appointment process are as follows: • • The Audit Committee will annually review the External Auditor's performance and independence and periodically benchmarks the cost and scope of the external audit engagement; The Audit Committee, in consultation with management, will approve the scope of the audit, the terms of the annual engagement letter and audit fees; Principle 5: Make timely and balanced disclosure The Bank’s Market Disclosure Policy provides a framework to assist the Bank in achieving its aims of keeping the market informed of material information and enhancing its communication with the market, thereby ensuring its compliance with legal requirements. The Bank is committed to creating and maintaining an informed market in its securities and enhancing corporate governance by encouraging a culture of transparency in relation to its corporate activities. The Bank will also provide relevant information to media organisations, to ensure the broadest possible communication with investors and the general market. The Managing Director and the Company Secretary are responsible for communications with the ASX. Continuous disclosure is a permanent item on the agenda for Board meetings. All announcements made by the Bank to the ASX are accessible via the Bank's website. Principle 6: Respect rights of shareholders The Bank's Investor Relations Policy is designed to promote effective communication with shareholders, provide them with ready access to balanced, understandable information about the Bank and simplify their participation at general meetings. This policy is in addition to and designed to enhance the Bank's Market Disclosure Policy. All information released to the market and the media is available via the Bank's website. Speeches and presentations for significant conferences and meetings will also be posted on the website, and webcast or teleconferenced where possible. Shareholders can access the last three years’ press releases and market announcements, and financial data, on the website. Feedback from shareholders is also welcomed through the Bank's branch network or through the 'contact us' page on the Bank's website. Principle 7: Recognise and Manage Risk The Board believes that risk management is a critical part of the Bank's operations and a comprehensive risk management program has been developed. Management of risk is a key function of the Risk Committee under its Charter, a copy of which is available on the ‘Corporate Governance’ page of the Bank’s website. The Risk Committee is a sub-committee of the Board of Directors and assists the Board to discharge its responsibilities to oversee the risk profile and recommend the risk management framework of the Bank to the Board. The Risk Committee is responsible for performing its duties in accordance with its Charter and making recommendations to the Board on the effective discharge of its responsibilities for the key risk areas below and for the management of the Bank's compliance obligations. The Committee recommends to the Board the parameters of the Bank’s risk management strategy, monitors the Bank’s risk profile with regard to risk appetite, determines the appropriate level and quality of capital by annual review and approval of the Bank’s ICAAP Policy to be implemented by management, and oversees risks inherent in the Bank’s operations. Such oversight will include (but is not limited to) the following categories of risk and matters as applicable to the business operations and risk management framework: • • Market risk, which includes the risk of loss due to changes in the general level of market prices, positions in interest rates, equity prices, foreign exchange rates and commodities, or other factors specific to the Bank; Liquidity risk, which is the risk that the Bank, although balance sheet solvent, cannot meet or generate sufficient cash resources to meet its payment obligations in full as they fall due, or can only do so at materially disadvantageous terms; BOQ ANNUAL REPORT 2012 25 Corporate Governance (continued) Principle 7: Recognise and Manage Risk (continued) • Balance Sheet risk, which refers to the variability in value of interest rate products held by the Bank as a result of changes in interest rates (liquidity, capital positioning, securitisation, asset and liability composition all influence Balance Sheet risk); • • • Credit risk, being the risk that borrowers and transactional counterparties will default on their obligations, and includes the risk of loss of value of assets due to deterioration in credit quality; Operational risk, which is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events; Compliance risk, being the risk to earnings of capital arising from violations of or non-conformance with laws, rules, regulations, prescribed practices or ethical standards. It also includes overseeing the establishment and maintenance of risk-based controls to mitigate the risks associated with money laundering and terrorism financing; and Further information in relation to remuneration is contained in the Remuneration Report. The Bank’s Securities’ Trading Policy provides that all employees are strictly prohibited from entering into hedging arrangements (the use of financial products to protect against or limit the risk associated with equity instruments such as shares, securities or options) in relation to the unvested employee shares, securities or options received as part of their performance-based remuneration, whether directly or indirectly. Any employee who attempts to hedge unvested shares, securities or options renders those instruments liable to forfeiture. Key management personnel are prohibited from hedging any shares or securities of Bank of Queensland Limited or its subsidiaries. Website The following documents appear in the Corporate Governance section of the Bank’s website, at the following address: www.boq.com.au/aboutus_corporate_governance.htm • Other responsibilities, including the following: • Constitution (existing and proposed)) • Board Charter • Policy on Independence of Directors • Board Performance Review and Renewal Policy • Corporate Governance Committee Charter • Audit Committee Charter • Risk Committee Charter • Remuneration Committee Charter • Nomination Committee Charter • Information Technology Charter • Diversity Policy • Market Disclosure Policy • Securities Trading Policy • Investor Relations Policy • BOQ Group Fit and Proper Policy • Code of Conduct • AML / CTF Statement • Award Rights Plan • Senior Management Option Plan – SMOP x x x x x Reviewing and monitoring the performance of other risk categories and types, such as “insurance risk” (the risk of exposure to financial loss and inability to meet liabilities due to inadequate or inappropriate insurance product design, pricing, underwriting, claims management or reinsurance management); Review of any changes anticipated for the economic and business environment, including consideration of emerging trends and other factors relevant to the Bank’s risk profile; Oversight of APRA statutory reporting requirements pertaining to risk matters, and deal promptly with APRA reviews; Oversight of adequacy of internal risk monitoring and reporting requirements; and Regular liaison with the Chairperson of the Audit Committee on relevant audit matters that should come to the attention of the Risk Committee. The Bank has separate risk management functions in Market Risk, Liquidity Risk, Balance Sheet Risk, Credit Risk, Operational Risk, and Compliance Risk which are reported to the Risk Committee through the Managing Director and the Chief Risk Officer. Employees are trained on important risk management techniques. The names and qualifications of those appointed to the Risk Committee, and number of meetings of the Risk Committee during the financial year are set out in the Directors’ Report. The Board has received a report from management as to the effectiveness of the Bank's management of its material business risks, that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control, and that the system is operating effectively in all material respects in relation to financial reporting risks. Principle 8: Remuneration The Remuneration Committee is charged with assisting the Board to discharge its responsibilities regarding the public reporting of remuneration information, remuneration policies, director fees and entitlements and other matters. A copy of the Remuneration Charter is available on the ‘Corporate Governance’ page of the Bank’s website. The Remuneration Committee is comprised solely of non-executive directors and has been in place for the whole of the financial year. The names and qualifications of those appointed to the Remuneration Committee, and number of meetings of the Remuneration Committee during the financial year are set out in the Directors’ Report. The Board has approved a remuneration policy which is in accordance with the APRA requirements set out in APS 510 (see the Directors' Report). The remuneration of the Board, the Managing Director and senior management is overseen by the Remuneration Committee. Non-executive Directors’ remuneration is distinguished from the remuneration of the Managing Director and senior managers. Directors' retirement benefits were frozen in 2003 and the practice discontinued. Directors are entitled on retirement to their accrued benefit as at 31 August 2003 (increased annually in line with CPI increases). 26 BOQ ANNUAL REPORT 2012 Directors’ Report For the year ended 31 August 2012 The directors present their report together with the financial report of Bank of Queensland Limited ("the Bank") and of the Consolidated Entity, being the Bank and its controlled entities for the year ended 31 August 2012 and the auditor’s report thereon. Directors The directors of the Bank at any time during or since the end of the financial year are: Name, qualifications and independence status Age Experience, special responsibilities and other directorships Neil Summerson B Com, FCA, FAICD, FAIM Chairman Non-Executive Independent Director Stuart Grimshaw PMD, MBA, BCA Managing Director & Chief Executive Officer Executive Non-Independent Director (Appointed 1 November 2011) Steve Crane B Com, SF Fin, FAICD, Non-Executive Independent Director Roger Davis B.Econ. (Hons), Master of Philosophy Non-Executive Independent Director Carmel Gray B Bus Non-Executive Independent Director John Reynolds B Sc (Hons), Dip Ed, FAICD, FAIM Non-Executive Independent Director 64 51 60 60 63 69 Neil Summerson is a Chartered Accountant with more than 40 years’ experience and is a past Chairman of the Queensland branch of the Institute of Chartered Accountants. He was formerly the Queensland Managing Partner at Ernst & Young. He is a Director of Australian Made Campaign Limited, Australian Property Growth Limited and Australian Property Growth Fund. He is a former Chairman of the Brisbane Water Board and the Uniting Healthcare Group. He is currently Chairman of IDEC Pty Ltd, Heuraka Pty Ltd and the Glendower Group of Companies. Mr Summerson has been a Director of the Bank since December 1996 and was appointed Chairman on 20 August 2008. Mr Summerson is Chair of the Bank’s Nomination Committee and a member of the Budget and Audit Committees. Stuart Grimshaw joined BOQ in November 2011 as Managing Director and Chief Executive Officer. Prior to joining BOQ Stuart was a Non-Executive Director of Suncorp Group Ltd and Chief Executive Officer of Caledonia Investments Pty Ltd, an investment house which manages approximately $2 billion of funds under management. Before joining Caledonia, Stuart spent seven years leading a variety of functions at Commonwealth Bank of Australia, including Chief Financial Officer and Group Executive, Wealth Management, and a decade at National Australia Bank Limited in a variety of roles, culminating in the position of Chief Executive Officer – Great Britain. Steve Crane was appointed a Director of the Bank at the Annual General Meeting on 11 December 2008. He has over 40 years’ experience in financial markets in Australia, including experience at both AMP and BZW Australia, where he was promoted to Managing Director – Financial Markets in 1995 and became Chief Executive in 1996. In 1998, when ABN AMRO Australia Pty Limited acquired BZW Australia and New Zealand, Steve became Chief Executive and remained in this role until his retirement in June 2003. Steve is now a member of the Advisory Council of RBS Group (Australia) and a Director of Transfield Services, APA Pipeline Limited, Taronga Conservation Society Australia, and Chairman of nib holdings limited and Global Valve Technology Limited. Mr Crane is Chair of the Budget Committee and a member of the Risk Committee. Roger Davis was appointed a Director of the Bank on 20 August 2008. He has 32 years’ experience in banking and investment banking in Australia, the US and Japan. He is currently a consulting Director at Rothschild Australia Limited. He was previously a Managing Director at Citigroup where he worked for over 20 years and more recently was a Group Managing Director at ANZ Bank. He is a Director of Chartis Australia Insurance Ltd, Argo Investments Limited, Ardent Leisure Management Ltd and Ardent Leisure Ltd, Aristocrat Leisure Ltd, Territory Insurance Office and Trust Ltd. He was formerly Chair of Charter Hall Office REIT and Esanda, and a Director of ANZ (New Zealand) Limited, CitiTrust in Japan and Citicorp Securities Inc. in the USA. He has a Bachelor of Economics (Hons) degree from the University of Sydney, a Master of Philosophy degree from Oxford and is a Rhodes Scholar. Mr Davis is Chair of the Risk Committee and a member of both the Audit and Corporate Governance Committees. Carmel Gray was appointed a Director of the Bank on 6 April 2006. Ms Gray has had an extensive career in IT and Banking. Ms Gray was Group Executive Information Technology at Suncorp from 1999 to 2004. Prior to her Suncorp appointment she was General Manager of Energy Information Solutions Pty Ltd and Managing Director of Logica Pty Ltd. She is a Non-Executive Chair of Bridge Point Communications Pty Ltd. Ms Gray is Chair of the Corporate Governance Committee and Audit Committee (ceasing Audit Committee chair 31 October 2012) and a member of each of the Risk and Nomination Committees. John Reynolds was appointed a Director of the Bank in April 2003. He has had extensive CEO-level experience at top 100 media and resource companies in Australia and overseas. He was formerly Chairman of Arrow Energy Limited and Queensland Cotton Corporation Pty Ltd. He is a Director of Mater Health Services Brisbane Limited, Chair of Mater Education Limited and an advisor to various private companies and professional organisations. Mr Reynolds is Chair of the Investment Committee and a member of each of the Information & Technology, Nomination, Audit and Remuneration Committees. BOQ ANNUAL REPORT 2012 27 Directors’ Report (continued) Year ended 31 August 2012 Name, qualifications and independence status Age Experience, special responsibilities and other directorships Michelle Tredenick B Sc, FAICD Non-Executive Independent Director David Willis B Com, ACA, ICA Non-Executive Independent Director Richard Haire FAICD, FAIM Non-Executive Independent Director (Appointed 18 April 2012) Bill Kelty retired as a director on 31/7/12 51 56 53 Michelle Tredenick was appointed a Director of the Bank in February 2011. She has more than 30 years’ experience in the banking, insurance and wealth management industries across Australia and New Zealand. Michelle has held senior executive roles and been a member of the Executive Committee for National Australia Bank, MLC and Suncorp as well as serving as an Executive Director for NAB and MLC companies. During her career, she has held various roles as chief information officer, head of strategy as well as line responsibility for corporate superannuation, insurance and wealth management businesses. Michelle is Chair of Comparehealth Pty Ltd, IAG and NRMA Superannuation Pty Ltd. Ms Tredenick is Chair of the Information & Technology Committee and a member of each of the Remuneration, Risk and the Investment Committees. David Willis has over 33 years’ experience in financial services in the Asia Pacific, the UK and the US. He is a qualified Accountant in Australia and New Zealand and has had some 17 years’ experience working with Australian and foreign banks. David is a Director of New Zealand Post and Kiwi Bank, CBH (A Grain Cooperative in Western Australia), Interflour Holdings, (a Singapore based flour Milling company), Converga (a privately owned IT business) and Couriers Please, both located in Sydney. David chairs a Sydney based Charity “The Horizons Program”. He was appointed a Director of the Bank in February 2010 and is Chair of the Remuneration Committee and a member of both the Corporate Governance and Budget Committees. Richard Haire was appointed a Director of the Bank on 18 April 2012. Mr Haire has more than 28 years’ experience in the international cotton and agribusiness industry, including 26 years in agricultural commodity trading and banking. He is a Director of the Australian Institute of Company Directors (Qld Div) and Cotton Research and Development Corporation and formerly a Director of Open Country Dairy (NZ) and New Zealand Farming Systems Uruguay. Mr Haire is a member of each of the Audit, Information & Technology, Risk and Investment Committees. Company Secretary Melissa Grundy, Company Secretary BCom, GradDipAppFin (Sec Inst), GradDipACG, CPA, F Fin, FCSA, ASAIM, GAICD Ms Grundy was appointed Company Secretary on 4 June 2012. Prior to joining the Bank, she held various roles within the Compliance division of ASX Limited, with the most recent being State Manager (Qld) and Manager, Listings (Brisbane). Ms Stacey Hester LLB (Hons), LLM, was appointed to the position of Company Secretary on 26 August 2009 and resigned as Company Secretary on 4 June 2012. Ms Hester continues to hold various roles within the Bank including Head of Group Legal. 28 BOQ ANNUAL REPORT 2012 Directors' meetings The number of meetings of the Bank's directors (including meetings of Committees of directors) and the number of meetings attended by each director during the financial year were: Board of Directors Risk Committee Audit Committee Corporate Governance Committee Remuneration Committee Nomination Committee Budget Committee Investment Committee(1) Information Technology Committee Due Diligence Committee A 11 11 11 11 11 10 11 12 11 4 B 12 11 12 12 12 11 12 12 12 4 A 6(2) 5 6 7 6 - 4 - - 2 B A B A B 7 6 7 7 7 - 5 2 - 2 6 5 - - 6 6 6 - - 1 7 6 - - 7 6 7 - - 1 - - 1 - - 1 - - - - - 1 1 - - 1 - - 1 - A 5(2) 7 - - - - 8 8 8 - B 8 8 - - - - 8 8 8 - A 5 - - 4 1 - 5 - - - B 5 - - 4 1 - 5 - - - A 1 1 1 - - - - - 1 - B 1 1 1 - - - - - 1 - A 1(2) 1 - - 1 - 1 - - - B 1 1 - - 1 - 1 - - - A 6(2) 4 - 4 - - 2 6 - 4 B 6 5 - 4 - - 2 6 - 4 A 4 4 - 4 4 - 2 - - 1 B 4 4 - 4 4 - 3 - - 1 12 7 7 1 8 5 1 1 6 4 Neil Summerson Stuart Grimshaw(3) Steve Crane Roger Davis Carmel Gray Bill Kelty(4) John Reynolds Michelle Tredenick David Willis Richard Haire(5) Total number of meetings held A - Number of meetings attended B - Number of meetings held during the time the director was a member of the Board / Committee during the year (1) (2) The composition of the Investment Committee is not fixed. Composition and meetings held are set by the Board on an as required basis Neil Summerson attends these Committee meetings but is not a formal Committee member (3) Stuart Grimshaw was appointed Chief Executive Officer and Managing Director on 1 November 2011. Stuart Grimshaw attends these Committee meetings but is not a formal Committee member (4) Bill Kelty retired as a Non-Executive Director on 31 July 2012 (5) Richard Haire was appointed as a Non-Executive Director on 18 April 2012 Principal activities The principal activity of the Consolidated Entity is the provision of financial services and insurance to the community. The Bank has an authority to carry on banking business under the Banking Act 1959 (Commonwealth) (as amended). There were no significant changes during the year in the nature of the activities of the Consolidated Entity. Operating and finance review Profitability A loss after tax was incurred for the year ended 31 August 2012 of $17.1 million compared with the August 2011 profit after tax of $158.7 million. A decrease of $175.8 million (111%) from the prior year. The reduction in profit after tax was largely attributable to significant loan related impairment charges. Profit before impairment charges and tax decreased 10% to $381.7 million from $422.3 million in the prior year. Profit for the year was lower than the prior year due to other operating income being $20.6 million lower than the prior year and a number of significant operating expense items discussed in detail below. Income Total income increased by 1% during the year to $804.3 million from $796.4 million in the prior year. The major driver of the subdued income growth, was the reduction in other operating income. This was offset by growth in net interest income of $28.1 million (5%). Net interest income for the year ended 31 August 2012 increased by 5% to $651.5 million from the prior year result of $623.4 million. This result was driven by balance sheet growth and margin improvement over the prior corresponding year. Other operating income, excluding insurance income, decreased by 16% to $111.5 million compared to the prior year of $132.1 million. The reduction was primarily due to a reduction in net income from financial instruments and derivatives at fair value. Insurance income increased 1% to $41.3 million from the prior comparative year of $40.9 million. Expenses The Bank’s costs increased by 13% for the year ended 31 August 2012 to $422.6 million, from the prior year result of $374.1 million. This increase is primarily due to an increase in software amortisation and impairment expense of $10.5 million in the first half results, and non lending losses and restructuring costs booked in the second half result. Efficiency The Bank’s cost to income ratio has increased from the 2011 comparative year of 47.0% to 52.5% in the current year. This is primarily a result of the impact of reduced income and increased expenses as noted above. Asset quality and provisioning Impairment on loans and advances Loan impairment expenses were $401.0 million for the year ended 31 August 2012. This expense consisted of $227.8 million of specific provision impairment expense and $173.2 million of expense relating to the collective provision. The impairment expense of $401.0 million for the year ended 31 August 2012 has increased by $200.5 million or 100% on the prior year expense of $200.5 million. The Bank underwent a review of its commercial loans portfolio and provisioning approach increasing specific provisions at the half year. The additional specific impairment expense that has arisen has been primarily due to the continued decline in commercial property prices in Queensland. Collective provisions increased significantly providing greater coverage for potential impairment expenses. The increased provision provides further coverage for the potential impact that the decline in property prices may have on loss given default ratios in the collective provisioning model. BOQ ANNUAL REPORT 2012 29 Directors’ Report (continued) Year ended 31 August 2012 Operating and finance review (continued) Capital management Asset quality and provisioning (continued) Impaired assets Impaired assets increased in gross terms to $525.3 million as at 31 August 2012 from $444.3 million at 31 August 2011. Impaired assets as a percentage of non-securitised loans have increased to 2.02% at 31 August 2012 from 1.71% at 31 August 2011. Specific provisions totalling $220.3 million represents 42% of impaired assets. As noted above, the increase in impaired assets is a result of a thorough independent review of the Bank’s commercial loan portfolio and the continued decline in commercial property prices in Queensland in the first half. Retail impaired assets have increased significantly as a result of a thorough review of significantly past due accounts. Asset growth The lending approval growth translated into a loans under management balance (before collective provision) of $34.3 billion, an increase of $0.9 billion from 31 August 2011 which represents growth of 3% for the year. Housing loans grew $1.2 billion. This was offset by a reduction in commercial assets as a result of the realisation of impaired assets. No loans under management are off balance sheet. Retail deposit growth Retail deposits have increased for the year ended 31 August 2012 and have reached $22.3 billion, an increase of $2.0 billion from 31 August 2011, which represents an increase of 10% on the prior year. The Board has set Tier 1 capital target range to be between 8.5% and 10% of risk weighted assets and the total capital range to be between 11.5% and 13% of risk weighted assets. The total capital adequacy ratio at 31 August 2012 was 12.6% and Tier 1 capital was 9.5%. Perpetual Equity Preference Shares (“PEPS”), issued as hybrid capital instruments, comprise 7.0% of total Tier 1 capital. Net Tier 1 capital of 9.5% is represented by 8.5% of Core Tier 1 capital and 1.0% of hybrid capital instruments, including preference shares. Capital levels at 31 August 2012 are above the target range set by the Board after the Bank conducted a fully underwritten entitlements offer and institutional placement of approximately $450 million completed in 2012. Branch network expansion The Bank opened 11 branches and closed 2 branches during the year to bring total branches to 268 as at 31 August 2012. Of these 268 branches, 117 are located outside Queensland. No corporate branches were converted to an owner managed branch during the year. Shareholder returns Statutory diluted loss per share for the period was 10.2c for the year 31 August 2012, compared to the year ended 31 August 2011 result of earnings per share of 60.3c. The Bank has declared a final dividend of 26 cents per share fully franked which is a decrease of 7% from the prior year of 28 cents. Dividends The Bank has continued to focus on retail deposits growth in an effort to improve the funding mix of the balance sheet. Dividends paid or declared by the Bank to members since the end of the previous financial year were: Type Final 2011 Declared after the end of the year • • Final – preference shares (PEPS) Final – ordinary Interim 2012 Declared and paid during the year • • Interim – preference shares (PEPS) Interim – ordinary Final 2012 Declared after the end of the year • • Final – preference shares (PEPS) Final – ordinary Cents per share Total Amount $m % franked Date of Payment 250 28 234 26 217 26 5.0 63.1 4.6 79.0 4.3 80.3 100% 100% 100% 100% 100% 100% 17/10/2011 02/12/2011 16/04/2012 25/05/2012 15/10/2012 08/12/2012 All the franked dividends paid or declared by the Bank since the end of the previous financial year were franked at the tax rate of 30%. The balance of the Bank of Queensland Limited dividend franking account at the date of this report, after adjusting for franking credits and debits that will arise on payment of income tax and dividends relating to the year ended 31 August 2012, is $124.9 million credit calculated at the 30% tax rate (2011: $127.3 million credit). It is anticipated, based on these franking account balances that the Bank will continue to pay fully franked dividends in the foreseeable future. 30 BOQ ANNUAL REPORT 2012 Operating and finance review (continued) Environmental regulation Remuneration Report – Audited Introduction The BOQ Board including the Remuneration sub committee seeks to ensure executive pay is aligned with the long term creation of value for shareholders. The year to 31 August 2012 has seen a period of change in both the make up of the Executive Team and the Remuneration Policies and Practices. Following the appointment of a new CEO in November 2011, the Board has supported the CEO’s recommendations for significant change to the executives of the Consolidated Entity. In doing so the Board has sought to ensure quality executives are attracted through competitive remuneration whilst also ensuring the creation of value for shareholders over the long term. During this period the Board has set the frameworks in place to ensure remuneration practices reflect the current economic and market environment, both appropriately rewarding staff and ensuring a strong alignment with shareholder value over time. Some of the initiatives implemented during this period include: • • • • • • • implementing a freeze on fixed remuneration in FY 2013 for all employees earning over $100,000 (this freeze extended to Non-Executive Director fees); reducing the short-term incentive bonus pool available for distribution to executives taking into account both the financial performance of the Consolidated Entity and the return to shareholders over the 2012 Financial Year; introducing a deferral element to the short-term incentive award such that once any STI payment exceeds $100,000, 50% of the total amount awarded is deferred for a period of 2 years (50% vesting at the end of year 1 and 50% at the end of year 2); providing the discretion for the Board to claw-back bonuses where certain events occur during the deferral period; reviewing the remuneration policy to better align and support the governance and risk framework; enhancing the link between individual KPI setting and performance measurement for payment of short-term incentives reducing the impact of STI for the CRO and CFO and weighting towards personal performance rather than the performance of the consolidated entities; and ensuring long-term incentives reward employees consistent with shareholder rewards through the use of total shareholder return (TSR). The Board has sought to address suggestions received concerning the readability of the remuneration report and has taken steps to improve both the structure and communication of the link between executive pay and performance in this year’s report. A table outlining the actual take home pay received by current executives during FY 2012 has been included to enable shareholders to clearly identify each component of remuneration received by an executive. In addition further details in respect of the STI and LTI, including the performance hurdles have been included. We acknowledge that this is a detailed report however we have sought to provide both the information required by our regulators as well as additional information we believe our shareholders require. The Consolidated Entity’s operations are not subject to any significant environmental regulations under either Commonwealth or State legislation. The Board believes that the Consolidated Entity is not aware of any breach of environmental requirements as they apply to the Consolidated Entity. State of affairs Significant changes in the state of affairs of the Consolidated Entity during the financial year were as follows: Director and Management changes During the year, there have been significant changes to the Executive Team. The appointment of Stuart Grimshaw as CEO in November was followed by the appointment of a number of new Executives to the Bank. Executives appointed within the year were: • • • • • Peter Deans (Chief Risk Officer) – 26 March 2012 Brendan White (Group Executive, Business Banking, Agribusiness & Financial Markets) – 2 April 2012 Matthew Baxby (Group Executive, Retail and Online Banking) – 17 May 2012 Jon Sutton (Chief Operating Officer) – 2 July 2012 Anthony Rose (Chief Financial Officer) – 1 August 2012 Capital Raising During the year the Bank completed a capital raising of $450 million of ordinary shares, comprising of: • • Institutional Placement of $150 million to institutional investors; Accelerated pro-rata non-renounceable entitlement offer of $300 million comprising: x x an Institutional Entitlement Offer of $138 million; and a Retail Entitlement Offer of $162 million. The capital raising resulted in the issue of 74.4 million new ordinary shares at $6.05 per share. Acquisitions Series 2012-1E EHP REDS Trust was opened on 24 May 2012. Refer to Note 33 of the financial report for further information. Disposals Series 2004-1 REDS Trust was closed on 28 December 2011. Series 2008-1 E EHP REDS Trust was closed on 13 July 2012. Refer to Note 33 of the financial report for further information. Events subsequent to balance date Dividends have been declared after 31 August 2012, refer to Note 7. The financial effect of the above transaction has not been brought to account in the financial statements for the year ended 31 August 2012. Likely developments The Bank will continue to provide a wide range of banking and financial services for the benefit of its customers, expanding and developing these where appropriate. This will require further investment, particularly in systems and information technology. Further information about likely developments in the operations of the Consolidated Entity and the expected results of those operations in future financial years have not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Consolidated Entity. BOQ ANNUAL REPORT 2012 31 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) Contents Executives: Current 1 2 3 4 5 6 7 8 Key management personnel Remuneration governance Remuneration policy Managing Director remuneration framework x x x Fixed remuneration At-risk cash remuneration At-risk equity remuneration Executive remuneration framework Non-executive Director remuneration framework Link between financial performance and variable remuneration Remuneration disclosures x x x Take-home pay summary Statutory disclosures Equity held by the MD and KMP 9 Executive contracts 10 Senior Managers’ options and rights 2012 Remuneration Report This remuneration report is prepared for consideration by shareholders at the 2012 Annual General Meeting of the Consolidated Entity. It outlines the overall remuneration strategy, framework and practices adopted by the Consolidated Entity for the period 1 September 2011 to 31 August 2012 and has been prepared in accordance with Section 300A of the Corporations Act 2001 and its regulations. 1. Key Management Personnel Key management personnel (“KMP”) include those directors and executives that have authority and responsibility for planning, directing and controlling the activities of the Bank and Consolidated Entity. The KMP for the financial year ended 31 August 2012 are as follows: Directors: Neil Summerson Chairman (Non-executive) Stuart Grimshaw Managing Director and Chief Executive Officer (appointed 1 November 2011) Steve Crane Roger Davis Carmel Gray Director (Non-executive) Director (Non-executive) Director (Non-executive) John Reynolds Director (Non-executive) Michelle Tredenick Director (Non-executive) David Willis Richard Haire Director (Non-executive) Director (Non-executive) (appointed 18 April 2012) Bill Kelty retired as Director (Non-executive) on 31 July 2012. Jon Sutton Chief Operating Officer (appointed 2 July 2012) Anthony Rose Chief Financial Officer (appointed 1 August 2012) Peter Deans Chief Risk Officer (appointed 26 March 2012) Brendan White Matthew Baxby Group Executive, Business Banking, Agribusiness & Financial Markets (appointed 2 April 2012) Group Executive, Retail and Online Banking (appointed 17 May 2012) Chris Nilon Group Executive, IT and Operations Renato Mazza Group Executive, Insurance Former Darryl Newton Chief Risk Officer (until 26 March 2012) Ram Kangatharan Chief Operating Officer (until 30 March 2012) David Tonuri Group Executive, Strategy and Customers (until 11 May 2012) Ewan Cameron Chief Financial Officer (until 20 July 2012) Keith Rodwell Group Executive, National Finance (until 24 August 2012) 2. Remuneration Governance The Remuneration Committee is responsible for making recommendations to the Board on remuneration policies and directors’ and executives’ remuneration (which includes the Company Secretary). This Committee considers remuneration issues regularly, usually bi- monthly, and obtains advice from external independent remuneration specialists to assist in its deliberations. In the 2012 financial year the Remuneration Committee met 8 times. Under the Consolidated Entity’s Remuneration Committee Charter, the Committee undertakes to do the following: • • • • • • Conduct annual reviews of the Consolidated Entity’s Remuneration Policy to ensure compliance with the Consolidated Entity’s objectives and relevant standards; Review and provide recommendations to the Board on remuneration, recruitment, retention and termination policies and procedures for senior executives; Review and provide annual recommendations to the Board on the individual remuneration arrangements of the Managing Director (“MD”), KMP and risk and governance personnel (“Responsible Persons”); Review and provide annual recommendations to the Board on the remuneration principles for employees in Group Risk, Credit, Finance and Legal functions on a group basis; Review and provide recommendations to the Board on the remuneration of any employees specified by APRA as KMP or Responsible Persons; and Consider and approve Non-Executive Director (“NED”) remuneration, including ensuring that the structure of NED remuneration is clearly distinguished from senior executives. The Remuneration Committee has undertaken significant work to ensure that the remuneration policy adequately supports the Consolidated Entity’s overall risk management framework. This has resulted in the inclusion of minimum risk gateways to be satisfied in order for STI payments to be made, the introduction of STI deferral across all KMP and Responsible Persons, and the inclusion of Board discretion to enable claw-back of STI and LTI. Use of External Advisors and Remuneration Consultants Where necessary, the Board seeks advice from independent experts and advisors including remuneration consultants. Remuneration consultants are used to provide expert advice concerning remuneration packages, structuring and consistency with comparable roles in the market. Other external advisors assist with administration of the Consolidated Entity’s performance remuneration plans and ensuring that the appropriate legal parameters are understood and employment contracts are appropriately executed. 32 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 2. Remuneration Governance (continued) Use of External Advisors and Remuneration Consultants (continued) Remuneration consultants are engaged by and report directly to the Remuneration Committee. When remuneration consultants are engaged, the Committee ensures that the appropriate level of independence exists from the Consolidated Entity’s management. The Board is satisfied that remuneration recommendations made during the year are free from undue influence by members of key management personnel to whom the recommendations relate. Where the consultant’s engagement requires a recommendation, the recommendation is provided to, and discussed directly with the Chairman of the Remuneration Committee to ensure management cannot unduly influence the outcome. The following table sets out the details of the consultants fees during the 2012 financial year: • • • Enhancing the setting of key performance indicators (“KPI”) for the short and long- term incentive plans to create a tighter link between pay and performance. The Board will continue to link shareholder returns to employee reward through the available bonus pool for the STI and the use of total shareholder return as a key performance measure in the LTI; Implementation of a two year deferral policy for KMP, Responsible Persons and Senior Management, which sees that once any STI payment exceeds $100,000, 50% of the total amount awarded is deferred for a period of 2 years; and Taking steps to ensure that the Consolidated Entity’s financial performance has a reduced impact on the STI for the Chief Financial Officer (“CFO”), Chief Risk Officer (“CRO”) and other key risk personnel. In particular, the Board determined that the CRO and key risk personnel should be rewarded based on their individual performance against specified objectives, rather than the financial performance of the Consolidated Entity. This will help to establish independence in decision making and is aligned with good prudential practice. The STI opportunity for the CFO and CRO is also lower as a proportion of fixed remuneration than the other KMP, as outlined in Section 5.3. Fees $15,981 (exclusive of GST) 4. Managing Director Remuneration Framework The remuneration structure in place for the Managing Director is consistent with the Consolidated Entity's remuneration policy and includes the following components: Remuneration consultant Egan Associates Services provided Remuneration benchmarking to assist with the determination of fixed pay for the incoming MD and KMPs, provision of advice on the terms and conditions of both cash and equity based incentive plans and general advice relating to market trends Total Fixed remuneration $15,981 (exclusive of GST) Short-term incentives 3. Remuneration Policy The remuneration arrangements for Consolidated Entity employees are designed to be competitive in each of the markets in which the Consolidated Entity competes for talent and vary accordingly from business to business, function to function and among individuals. Fundamental to all arrangements is that they contribute to the achievement of short and long-term objectives, enhance shareholder value, avoid unnecessary or excessive risk-taking and discourage behaviours that are contrary to the Consolidated Entity’s stated values. With advice from Management, the Remuneration Committee monitors and reshapes remuneration programs to support these underlying objectives, respond to proposed and enacted legislation and regulatory initiatives and adjust to changes in the business cycle. Long-term incentives The Board’s objective is to ensure remuneration packages properly reflect employees’ duties, responsibilities and levels of performance, as well as ensuring that remuneration attracts and motivates people of the highest calibre. The Consolidated Entity’s executive reward structure is therefore designed to: Other • • • • Incentivise executives to pursue the short and long-term growth and success of the Consolidated Entity within an appropriate risk control framework; Demonstrate a clear relationship between executive performance and remuneration; Provide sufficient rewards to ensure the Consolidated Entity attracts and retains suitably qualified and experienced executives for key roles; and Ensure that an element of these rewards is deferred to assist in ensuring appropriate risk based decision making and behaviour. Key developments in the remuneration strategy made during the 2012 financial year During the 2012 financial year, the Board further developed a number of key remuneration matters including: • A review of the interaction of the remuneration policy with the Consolidated Entity’s governance and risk framework to ensure that remuneration practice is aligned, and supports, the governance and risk framework; Base salary and benefits including superannuation Annual award of short-term performance incentives subject to: • • Achievement against targets established annually; Achievement of specified, quantifiable results, including the Consolidated Entity’s performance against budget for net profit after tax and cost to income ratio; and • Individual performance criteria including risk KPIs. The STI is received in the form of cash and Deferred Award Rights (“DARs”), with 50% of the award made in DARs that have a 2 year vesting period (50% vesting year 1 and 50% year 2). Refer to Table 1 in Section 5 for detail on the 2012 STI Plan. Annual grant of long-term incentives in the form of Award Rights made up of Performance Award Rights (“PARs”). The rights vest according to the vesting schedule for the Award Rights Plan. Refer to Tables 2 and 3 in Section 5 for detail on the 2012 Award Rights Plan. Stuart Grimshaw received an allocation of PARs on commencing with BOQ. These have a three year vesting period with performance hurdles which will be tested upon the announcement of BOQ’s annual result for 2014. Refer to Table 7, Table 8 and Section 9.1 for further details on the MD’s PARs. Further detail in respect of the Managing Director’s contractual arrangements can be found in Section 9.1. 5. Executive Remuneration Framework Executive staff compensation is based on a total remuneration based approach comprising an appropriate mix of fixed pay (salary and benefits) and variable pay in the form of cash and equity-based incentives. This equity portion is delivered over time and subject to continued tenure of the participant, the performance of the Consolidated Entity and compliance gateways. 5.1 Current remuneration framework Total remuneration for the KMP consists of the following three components: • • • fixed remuneration; at-risk cash remuneration; and at-risk equity remuneration. BOQ ANNUAL REPORT 2012 33 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 5. Executive Remuneration Framework (continued) 5.2 Fixed remuneration Business objectives and STI Plan design features are reviewed annually by the Remuneration Committee prior to the commencement of the plan year. The target award for each participant is stated as a percentage of the executive’s total fixed remuneration. For the 2012 STI Plan, the STI opportunity ranges are as follows: Executives are offered a competitive fixed component of pay and rewards that reflect the core performance requirements and expectations of their roles. The level of fixed remuneration is approved by the Board and reviewed annually, with reference to market data provided by remuneration consultants, to ensure that it has regard to organisations within the financial services sector and those organisations serving similar customers. Executives’ fixed remuneration is set out in Table 10 of this report. Management has recommended and the Board has approved that there will be no increase to fixed remuneration for all KMP in FY 2013. 5.3 At-risk cash remuneration KMP, Responsible Persons and Senior Management participate in the 2012 STI Plan under which the participants receive payments in accordance with specified quantifiable results and within appropriate risk management parameters. Linking these payments to individual and corporate performance within the risk management parameters assist to ensure that participants continue to create a prudent performance focused work culture within the Consolidated Entity. MD CRO & CFO COO,GE Business Banking, Agribusiness & Financial Markets and GE Retail and Online Banking Other KMP 0 – 160% 0 – 100% 0 – 140% 0 – 120% The Board introduced deferral during the 2012 financial year, for any STI payment exceeding $100,000, 50% of the total amount awarded is deferred for a period of 2 years (50% vesting at the end of year 1 and 50% at the end of year 2). The MD already had deferral in place as outlined in Section 4 of this report. The decision to release deferrals will be at the complete discretion of the Board, and it may request advice from the CRO. Table 1 provides an overview of the 2012 STI plan. Table 1 2012 STI Plan 2012 STI Plan Participants Link between performance and award The 2012 STI Plan is an incentive plan under which participants receive payments in cash having regard for quantifiable results achieved within appropriate risk management parameters. KMP, Responsible Persons and Senior Management, being those individuals who have the ability to influence achievement of the Board’s objectives. KMP will have a higher STI opportunity and proportion of STI tied to the financial performance of the Consolidated Entity than other participants that are less senior within the Consolidated Entity. The performance hurdles for the KMP include: The Consolidated Entity’s performance against target net profit after tax (“NPAT”); The Consolidated Entity’s cost to income ratio; Individual performance criteria; and Adherence with the Consolidated Entity’s risk framework. • • • • NPAT The Board has set a financial gateway for receiving a STI payment, being the achievement of a minimum of 90% of the target NPAT. Where this gateway is not met, payment is at the complete discretion of the Board which may have regard for a number of factors including Total Shareholder Return over the period. The NPAT hurdle is considered an appropriate hurdle within the STI given it is a direct measurement of financial performance of the group. Cost to Income Ratio Participants will receive a percentage of the STI payment if the Consolidated Entity achieves its budgeted cost to income ratio, increasing on a sliding scale as the ratio improves and decreasing as performance deteriorates. The cost to income ratio is included as a hurdle within the STI to assist in driving cost management and discipline and align participants with the financial growth of the Consolidated Entity. Individual performance criteria Personal performance measures are agreed annually and will generally be role specific. Individual performance criteria consider multiple factors including individual behaviours, the business results and/or strategic accomplishments of the business or function, and people management. The Board selected these measures to reflect the Consolidated Entity’s short-term and long-term strategy. The key performance indicators (“KPIs”) for each participant are reviewed and moderated by the Remuneration Committee. Risk framework The Board has structured the remuneration strategy to support the Consolidated Entity’s overall risk framework. The STI includes specific risk KPI’s that are designed to ensure specified quantifiable results are achieved within appropriate risk management parameters. The risk framework includes individual risk KPI’s, group KPI’s and are subject to Board oversight. Failure to meet the risk KPI’s will result in modification, suspension or withdrawal of STI and will impact the participant’s deferred amount, providing a mechanism for claw-back, where appropriate. Remuneration Report – Audited (continued) 34 BOQ ANNUAL REPORT 2012 5. Executive Remuneration Framework (continued) 5.3 At-risk cash remuneration (continued) Table 1 2012 STI Plan Performance period Deferral Performance will be assessed over the financial year. Payments under the STI will generally be made in October, following assessment of performance over the relevant performance period. Once any STI payment exceeds $100,000, 50% of the total amount awarded is deferred for a period of 2 years (50% vesting at the end of year 1 and 50% at the end of year 2). The deferred amount, plus interest at the term deposit rate, will be paid at the end of the deferral period subject to the individual remaining in employment and the Board determining that no “claw-back” events have occurred. These deferred amounts accumulate over the years and provide the Board with a pool of unpaid funds to “claw-back”. The Government’s proposed legislation, requiring disclosure of any arrangements to claw-back remuneration where material misstatement in the financial statements has occurred, has not yet been passed. However, the Board currently has the discretion to adjust STI through the reduction or forfeiture of deferred STI and considers that deferral in the form of cash is most appropriate having regard to the proposed claw-back provisions. The mechanisms in place to claw-back remuneration will be reviewed by the Board once the reforms have been finalised and the current policy tested. As mentioned above, the MD will receive his deferred STI in the form of DARs with a 2 year vesting period. The Board determined that the MD should receive a portion of STI in equity to further align the MD with the shareholder. Forfeiture The STI award, including any outstanding deferred portion, will be forfeited where the participant (other than the MD) ceases employment with the Consolidated Entity for reasons other than death, retirement or genuine redundancy. The deferred portion of an STI award may also be forfeited where the Board determines that the risk conditions have not been met. Advice may be sought from the CRO in making this determination. Upon termination other than for serious misconduct, unvested PARs held by the MD will continue to be held and vest according to the vesting schedule. This is intended to ensure the MD is focussed on the long-term performance of the Consolidated Entity beyond the term of his direct tenure. Upon cessation of employment unvested DARs held by the MD will lapse except where he is terminated on notice or terminated after fundamental change. Under these circumstances the DARs will continue to be held and vest according to their vesting schedule. The MD did receive an allocation of DARs as part of the deferral arrangement in place in connection with the STI plan (refer Section 4 of this report for further details). Table 3 provides an overview of the 2012 DARs Plan. The maximum LTI award for each KMP participant is stated as a percentage of the executive’s total fixed remuneration. For the 2012 LTI Plan the Board worked to a maximum face value of 15% of fixed remuneration for DARs and 100% of fixed remuneration for PARs. There are no voting rights attached to PARs and DARs awards. Upon exercise of Award Rights, participants receive BOQ ordinary shares to which voting rights are attached. Through its security trading policy the Consolidated Entity has guidelines restricting Directors and Executives dealing in Consolidated Entity securities. This policy includes margin lending and hedging of risk associated with directors’ and executives’ ownership of Consolidated Entity securities. All employees are prohibited from entering into hedging arrangements in relation to their unvested employee shares, securities or options. Further details of the nature and amount of the major elements of remuneration paid to each Director and KMP are detailed in Section 8. 5.4 At-risk equity remuneration The Board reviews and adjusts the structure and quantum of the long-term incentives on an annual basis to ensure their effectiveness, and recognise the potential impact of participants on the Consolidated Entity’s future performance. The granting of equity assists to align the interests of the Executive with those of the shareholder. Executives, including the Managing Director, participate in the 2012 Awards Rights Plan under which the participants receive rights to acquire shares at zero cost subject to achievement of performance and service conditions. No amount is payable by employees for the grant or exercise of these award rights. The Awards Rights Plan was approved by shareholders on 11 December 2008 and further ratified at the AGM on 8 December 2011. There are two types of award rights that can be granted to executives under the plan, Performance Award Rights ("PARs") and Deferred Award Rights ("DARs"). Eligibility, quantum and mix of DARs and PARs varies based upon a participant’s accountabilities, contribution, potential and seniority. Grants of PARs to executives align their interests with those of the Consolidated Entity and its shareholders. This includes encouraging behaviour that supports the risk management framework and the long-term financial soundness of the Consolidated Entity that in turn supports long-term performance. PARs have performance hurdles which will allow the Board to ensure that incentives are aligned with the Consolidated Entity’s future strategies and the interests of shareholders. Table 2 provides an overview of the 2012 PARs Plan. DARs are awarded to a broader group of employees and are designed to promote employee retention and productivity. The number of DARs awarded to an individual employee depends on their position and relative performance and potential as determined under the normal performance review and development process undertaken for all employees. DARs are linked with continued employment and adherence to risk management principles with the intent of focussing employees on the Consolidated Entity’s performance. Following the appointment of the CEO and in anticipation of a review of senior executives, no DARs were issued as part of the 2010 / 2011 remuneration review. In FY 2012, all KMP participating in the LTI plan received PARs, subject to the Total Shareholder Return hurdle outlined in Table 2. No DARs were issued to KMPs as part of the LTI in FY 2012. BOQ ANNUAL REPORT 2012 35 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 5. Executive Remuneration Framework (continued) 5.4 At-risk equity remuneration (continued) Table 2 Performance Award Rights 2012 PARs Plan Grants of PARs are made to Group Executives and other identified key senior managers due to the pivotal role they play in achieving the longer-term business goals of the Consolidated Entity. The Board believes that part of the rewards for their services to the Consolidated Entity should be performance- based, at risk and should involve equity interests in the Consolidated Entity. This approach reflects national and international best practice in executive remuneration and corporate governance. Participants MD, Group Executives and other identified key senior managers. Link between performance and award Vesting schedule PARs vest based on the Consolidated Entity’s Total Shareholder Return (TSR) performance measured against a Peer Group over a 3 year period. The Peer Group consists of the S&P / ASX 200 companies, excluding selected entities in the resources, real estate investment trust, offshore headquartered telecommunications, energy and utilities sectors, and incorporating such other inclusions and exclusions as the Board considers appropriate. No changes have been made to this group since implementation of the scheme in 2008 other than to reflect companies moving in or out of the ASX 200 or being delisted. TSR is a measure of the entire return a shareholder would derive from holding an entity’s securities over a period, taking into account factors such as changes in the market value of the securities and dividends paid over the period. The Board has selected performance against TSR because it reflects the returns made to shareholders relative to other comparable securities and provides a meaningful incentive for executives to outperform peers. The Board has the discretion to adjust PAR holdings to compensate for the impact of the 2012 capital raising. At this time that discretion has not been exercised and accordingly individuals who hold PARs had their value diluted. The TSR calculation is undertaken by an independent qualified valuer. An independent qualified valuer was engaged to measure the TSR performance over the year for shareholders who participated in the entitlement offer. The TSR achieved for the calendar year was 15.4%, this placed the Bank’s TSR in the 70th percentile of the Peer Group. One half of an employee’s PARs vest if the Consolidated Entity’s TSR performance over the three year holding period is in the top 50% of the Peer Group. All of the PARs vest if the Consolidated Entity’s TSR performance is in the top 25%. For TSR performance between those targets, a pro-rata of the PARs between one half and 100% would vest. None of the PARs vest if the Consolidated Entity’s TSR performance is in the bottom 50% of the Peer Group. Vested PARs are generally exercisable within 5 years after they are granted (approximately 2 years after vesting). PARs which lapse, do not vest, or are not exercised within 5 years after grant, will expire. Performance period The performance period is 3 years. Forfeiture If an employee ceases employment for serious misconduct involving fraud or dishonesty, their PARs (whether exercisable or not) will lapse. If an employee resigns or is terminated for other reasons, vested PARs may generally be exercised within 90 days of the employee ceasing employment. PARs which are not vested may, at the Board’s discretion, vest on a pro rata basis and become exercisable if the employment ceases for reasons including a transfer of employment to an Owner-Managed Branch, retirement, redundancy, death, total and permanent disablement. Otherwise, unvested PARs will lapse on cessation of employment for all KMP other than the MD and CRO. Upon termination, unvested PARs held by the MD and CRO will remain on-foot and vest according to the vesting schedule and subject to the performance hurdles. This ensures that these key executives remain aligned to and have regard for the financial performance of the Consolidated Entity post-employment. Table 3 Deferred Award Rights DARs Plan Grants of DARs are generally awarded to a broader group of employees and are designed to promote employee retention and productivity. There were no DARs granted to KMP as part of the LTI arrangements during FY 2012 (DARs were awarded to the MD as part of the contracted deferral mechanism of STI award and certain KMPs as part of sign on arrangements). Participants Broader employee group which can include the MD and KMP. Link between performance and award DARs are linked with continued employment and adherence to risk management principles with the intent on focussing employees on the Consolidated Entity’s performance and potential. There are no market performance hurdles or vesting conditions for DARs other than the holder remaining an employee of the Consolidated Entity and meeting agreed risk guidelines. Vesting schedule DARs currently on issue vest proportionately over 3 years in the ratio of 20% (end Year 1), 30% (end Year 2) and 50% (end Year 3) or proportionately over 3 years in the ratio of 50% (end Year 1), 30% (end Year 2) and 20% (end Year 3), depending on the year of grant. The DARs granted to the MD and recently appointed KMPs vest 50% at the end of Year 1 and 50% at the end of Year 2. Any variation made to vesting is only with the approval of the Board. Vested DARs are generally exercisable within 5 years after they are granted (approximately 2 to 4 years after vesting). DARs which lapse, do not vest or are not exercised within 5 years after grant will expire. Forfeiture If an employee ceases employment for serious misconduct involving fraud or dishonesty, their DARs (whether exercisable or not) will lapse. If an employee resigns or is terminated for other reasons, vested DARs may generally be exercised within 90 days of the employee ceasing employment. DARs which are not vested may, at the Board’s discretion, vest on a pro rata basis and become exercisable if the employment ceases for reasons including a transfer of employment to an Owner-Managed Branch, retirement, redundancy, death, total and permanent disablement. Otherwise, unvested DARs will lapse on cessation of employment. 36 BOQ ANNUAL REPORT 2012 6. Non-Executive Director Remuneration Framework Non-executive directors’ fees are set based upon the need to attract and retain individuals of appropriate calibre. Fees are reviewed annually by the Remuneration Committee with regard to advice provided by independent remuneration specialists to ensure market comparability. The Chairman’s fees are determined independently to the fees of other directors and are also based upon information provided by independent remuneration specialists. The Chairman is not present at any discussions relating to the determination of his own remuneration. In order to maintain independence and impartiality, non-executive directors do not receive any performance related remuneration. Fee Pool Non-executive directors’ fees are determined within an aggregate fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $2,200,000 (inclusive of superannuation) and was approved by shareholders on 9 December 2010. The current approved aggregate fee pool allows flexibility to deal with future changes in membership and composition of the Board and for CPI based increases in future financial years where necessary. There was no increase for the 2012 financial year and the Board has determined that there will be no increase in directors’ fees for the 2013 financial year. Directors’ Annual Fees Directors’ fees are generally reviewed every three years and may be increased only by CPI annually during the interim period. The current non-executive directors’ fees comprise: Directors’ Annual Fees Fixed component of remuneration for directors(1) Chairman(1),(2) Additional remuneration is paid to non-executive directors for committee work: Audit Committee Risk Committee Corporate Governance Committee Remuneration Committee Nomination Committee Budget Committee Investment Committee Due Diligence Committee Information Technology Committee Chairman $ - 355,000 Members / Directors $ 135,000 - 45,000 45,000 15,000 25,000 - 2,250 2,250 2,250 20,000 17,500 17,500 10,000 10,000 6,000 1,500(3) 1,500(3) 1,500(3) 10,000 (1) (2) (3) Committee members receive one fee for serving on both the Bank and the subsidiary committees. The Chairman receives no additional remuneration for involvement with committees. Per deliberative meeting. Remuneration Report – Audited (continued) 5. Executive Remuneration Framework (continued) 5.4 At-risk equity remuneration (continued) Restricted Shares The Consolidated Entity has used shares with restrictions on disposal as a non-cash, share based component of both short term and long term incentive awards. Such awards are designed to deliver immediate benefits through dividends but also provide an incentive to act in the shareholder’s long term interest over the non-disposal period. Such shares are typically held by a trustee and are subject to disposal restrictions. The terms that may apply on cessation of employment vary depending on the nature of the incentive the restricted shares are designed to deliver. For example, if employment retention is an aim, shares may be forfeited on early cessation of employment. Ram Kangatharan’s restricted shares were not forfeited on termination in agreement with his contract terms, they were in place as a retention tool for the period prior to Stuart Grimshaw joining the Consolidated Entity. 5.5 Historical Equity Plans The following section provides an overview of the Consolidated Entity’s historical equity grants. The Consolidated Entity has not made any grants in FY 2012 under the previous option plan, however a brief explanation has been included in the report due to the small number of prior year grants that remain on-foot. Senior Manager Option Plan The Senior Manager Option Plan (SMOP) has been replaced by the Award Rights Plan, but options previously granted under the SMOP remain on issue. Each option conveys the right to acquire one ordinary fully paid share on exercise, after payment to the Consolidated Entity of an exercise price. The ability to exercise options under this plan is conditional upon the Consolidated Entity achieving specific performance hurdles detailed later in Section 10 of this report. Exercisable options under the SMOP will lapse upon the earliest of: • • • • • their expiry date (5 years from the date of grant); 6 months after the option holder ceases employment for a Qualifying Reason (death, total and permanent disability, redundancy, retirement or other reason determined by the Board); the option holder ceasing employment for any reason other than a Qualifying Reason; 6 months after a Capital Event (50% or more of the Consolidated Entity's ordinary shares are acquired by way of takeover or scheme of arrangement, the Consolidated Entity is wound up or liquidated or another event which the Board considers to be a Capital Event); or if the option holder has acted fraudulently, dishonestly or in breach of the option holder's obligations to the Consolidated Entity. If an option holder ceases employment because of a Qualifying Reason, a proportion of unvested options will become exercisable, based on the time elapsed in the non-exercise period. The Board may allow more unvested options to become exercisable than the formula allows. If a Capital Event occurs, all unvested options become exercisable. Option holders do not participate in new issues of securities made by the Consolidated Entity but adjustments are to be made to the number of shares over which the options are awarded and/or the exercise price to take into account changes to the capital structure of the Consolidated Entity. This occurs by way of pro rata and bonus issues, according to the formula set out in the plan and the ASX Listing Rules. In any capital reconstruction, options will be similarly reconstructed in accordance with the Listing Rules. There are no voting rights attached to options. Upon exercise of an option and payment of the exercise price, SMOP participants receive ordinary shares in the Consolidated Entity to which voting rights are attached. Options may lapse in the event of cessation of employment depending on the circumstances of such cessation. BOQ ANNUAL REPORT 2012 37 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 6. Non-Executive Director Remuneration Framework (continued) Equity Participation Non-executive directors do not receive shares, award rights or share options. Retirement Benefits Non-executive directors are no longer provided with retirement benefits apart from statutory superannuation. The accumulated value of non-executive director retirement benefits was frozen effective from 31 August 2003. The balance of the accrued benefits is increased annually by an amount equivalent to the increase in the Consumer Price Index. 7. Link between financial performance and variable remuneration The purpose of this section is to provide detailed information on the remuneration outcomes for the 2012 year. 7.1 Short-term incentive The short-term incentive referred to in the remuneration tables in Section 8 represents the short-term incentive component of “at-risk” remuneration in the year. These bonuses were determined on the basis of the Consolidated Entity’s performance, the individual’s business unit performance, the individual executive’s performance and Total Shareholder Return over the financial year ended 31 August 2012 and are therefore deemed to be attributable to that financial year, although payment will not occur until October 2012 and beyond for the deferred portion of STI. As outlined in Table 1, the STI include the following performance measures: • • • • net profit after tax; cost to income ratio; specified individual KPIs set by the Board for each role; and risk KPIs. In considering the Consolidated Entity’s performance for the FY2012 STI plan, the Board had regard to the following: The Board assessed the performance of the MD and each KMP against the individual STI measures and risk KPI’s that had been agreed for each role. The Board reviewed the Consolidated Entity’s performance, the individual’s business unit performance, the individual executive’s performance against KPI’s (particularly the KMP’s recently employed) and Total Shareholder Return. Based on this the STI awards for the MD was paid at 55% of opportunity. The KMP were paid at between 27% and 50% of STI opportunity with the exception of the CRO who was awarded 75% of his STI opportunity based on his achievements since he arrived at BOQ. All STI awards are pro rata based on length of service. 7.2 Long-term Incentive Performance Considerations The LTI seeks to reward executives for potential and sustained performance over the period. The award is made in equity to provide additional alignment between participants and shareholders. The LTI plan uses a TSR performance measure to determine vesting. TSR and the peer group used in the TSR calculation are determined by an independent qualified valuer. This aligns the remuneration received by the MD and KMP under the LTI with the creation of shareholder value relative to the Peer Group over the performance period. In FY 2012, no PARs granted in prior financial years vested. This reflected the TSR performance of the Consolidated Entity during this period relative to the ASX 200 Peer Group. 8. Remuneration disclosures The MD and KMP receive a mix of remuneration, with a portion paid during the year, and a portion received over the following three years, depending on service and performance. This can make it difficult for shareholders to get a clear picture of the actual amount of remuneration an executive received in the financial year in review. To assist shareholders, the Board has included in the remuneration disclosures a table that provides a summary of the remuneration that the current MD and KMP actually received in relation to the 2012 financial year. Statutory net profit/(loss) after tax Normalised cash net profit/(loss) after tax Normalised cash diluted earnings / (loss) per share Normalised cash cost to income ratio Share price Dividends paid 2012 $(17.1m) $30.6m 7.9c 45.7% $7.55 2011 $158.7m $176.6m 66.7c 44.5% $7.48 2010 $181.9m $197.0m 83.4c 45.8% $9.83 2009 $141.1m $187.4m 98.4c 49.9% $11.65 2008 $138.7m $155.4m 99.9c 56.1% $15.86 $151.7m $125.7m $120.8m $120.2m $103.9m 38 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.1 Take-Home Pay Summary The table below sets out: • • • • fixed remuneration (base remuneration, fringe benefits and employer superannuation contributions); variable cash remuneration (split between the portion of the 2012 STI paid in October 2012 and excluding the portion of the STI deferred until FY 2013 and FY 2014); Other benefits and termination benefits; and the value of previous years’ long term incentive awards that vested during the 2012 financial year. This is a non-statutory disclosure. The statutory disclosures for the year ended 31 August 2012 are disclosed in Tables 5 to 9 and differ to these non-statutory disclosures. Table 4 Non-statutory disclosures – Remuneration received by the MD, current and former KMP in relation to the FY 2012 Fixed remuneration(1) STI upfront(2) Other Benefits(1) Termination benefits(1) Total cash payments STI deferred(3) LTI vested(4) Restricted Shares(5) Total Current Stuart Grimshaw 1,053,952 484,000(6) Jon Sutton Anthony Rose Peter Deans 114,165 76,231 249,721 81,427 7,471 - - - 97,000 20,881 Brendan White 250,522 179,000(7) Matthew Baxby Chris Nilon Renato Mazza Former 153,361 365,347 366,241 51,500 67,500 60,000 - - - - - - - - - - - - 1,619,379 121,636 76,231 367,602 429,522 204,861 432,847 426,241 Ram Kangatharan(8) 558,909 291,667 201,341 787,500 1,839,417 Ewan Cameron Darryl Newton David Tonuri Keith Rodwell 465,401 286,590 257,925 515,491 - - - - 5,731 21,703 11,127 60,626 489,617 410,345 329,689 393,750 960,749 718,638 598,741 969,867 Additional information – Non Statutory Remuneration Methodology - - - - - - - - - - - - - - - - - - - 36,885 10,815 - - - - - - - - 1,619,379 121,636 76,231 367,602 429,522 204,861 469,732 437,056 213,889 792,720 2,846,026 10,815 9,226 - 14,425 - - - - 971,564 727,864 598,741 984,292 (1) (2) (3) (4) (5) (6) (7) (8) Fixed remuneration, other benefits and termination benefits are determined on the same basis as in Table 5 and Table 6. Includes the portion of STI Cash award that will be paid in October 2012. For the current executives this figure represents 50% of the 2012 STI upfront and the remaining 50% will be deferred over a 2 year period. STI Deferred for FY2012 will be reported in the year in which it is paid. As this is the first year in which STI is deferred, no STI deferred amounts were paid. Includes rights vested in current financial year multiplied by share price at vesting date. Includes restricted shares vested in current financial year multiplied by share price at vesting date. This represents 50% of the 2012 STI upfront and the remaining 50% is awarded in DARs that vest equally over a 2 year vesting period - 50% vesting year 1 and 50% year 2 (year ended 31 August 2013 and 31 August 2014). This represents 100% of the 2012 STI upfront. This is a contractual obligation only for the first year of employment, subsequent amounts will revert to normal deferral arrangements. STI paid as part of appointment as Acting CEO for period 1 September 2011 to 31 October 2011. This was a contractual commitment. BOQ ANNUAL REPORT 2012 39 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.2 Statutory disclosures The following tables include details of the nature and amount of each major element of the remuneration of each Director and KMP of the Consolidated Entity, calculated in accordance with accounting standards. The amounts shown in Table 5 to Table 9 below may differ from those shown above in Table 4. Table 5 Director’s Remuneration Details of the nature and amount of each major element of the remuneration of each Director of the Consolidated Entity are as outlined in the table below. 2012 Financial Year Executive Director Stuart Grimshaw Managing Director (appointed 1 November 2011) Non-Executive Directors Neil Summerson Steve Crane Roger Davis Carmel Gray John Reynolds Michelle Tredenick David Willis Richard Haire (appointed 18 April 2012) Former Directors David Graham (resigned 8 October 2010) Bill Kelty (retired 31 July 2012) Former Executive Director David Liddy Managing Director (retired 31 August 2011) Short-term Salary and fees $ STI at risk(1) $ Non- Monetary benefits(2) $ Other cash benefits(3) $ Total $ 2012 1,040,972 484,000(1) 80,907 520 1,606,399 12,980 1,426 193,237 - 1,814,042 37% 11% 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2012 2011 2012 2011 2012 2011 355,000 355,000 165,417 164,000 175,458 160,167 207,750 199,000 218,208 214,333 166,651 76,813 170,619 161,916 55,895 - 16,339 137,500 150,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 355,000 355,000 165,417 164,000 175,458 160,167 207,750 199,000 218,208 214,333 166,651 76,813 170,619 161,916 55,895 - 16,339 137,500 150,000 - 1,547,414 - 425,000 - 8,279 - 237,695 - 2,218,388 566,667 168,069 2,968,111 20% 6% (1) STI at risk reflects 50% of the amount paid or accrued in respect of the year ended 31 August 2012, the remaining 50% is awarded in DARs that vest equally over a 2 year vesting period – 50% vesting year 1 and 50% year 2 (year ended 31 August 2013 and 31 August 2014. Refer to “Executive director remuneration framework” for a discussion of the Bank’s short-term incentive arrangement. (2) The Bank has also paid insurance premiums in respect of Directors’ and Officers’ Liability Insurance which is not reflected in the above table as there is no appropriate basis for allocation. (3) This includes accrued annual leave paid out on retirement. (4) This includes superannuation benefits, salary sacrificed benefits and interest which is accrued at the CPI rate on director retirement benefits which was frozen effective from 31 August 2003. (5) Comprises long service leave accrued or utilised during the financial year. (6) The fair value of the options and rights is calculated at the date of grant using an industry accepted option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options and rights allocated to this reporting period. 40 BOQ ANNUAL REPORT 2012 Post- Termination benefits employment(4) Other long-term(5) Share based payments Total $ $ $ $ $ % % Options and rights(6) $ Shares and units S300A (1)(e) (i) Proportion of remuneration performance related S300A (1)(e)(vi) Value of options and rights as proportion of remuneration - - - - - - - - - - - - - - - - - - - - 44,621 - - - - - - - - - - - - - - - - - - - - - 15,939 15,199 14,888 14,760 15,791 14,415 15,939 15,199 15,939 15,199 14,981 6,913 15,300 14,550 5,031 1,471 12,375 13,500 - - 14,987 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 370,939 370,199 180,305 178,760 191,249 174,582 223,689 214,199 234,147 229,532 181,632 83,726 185,919 176,466 60,926 17,810 194,496 163,500 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2012 Financial Year Executive Director (appointed 1 November 2011) Non-Executive Directors Neil Summerson Steve Crane Roger Davis Carmel Gray John Reynolds Michelle Tredenick David Willis Richard Haire (appointed 18 April 2012) Former Directors David Graham (resigned 8 October 2010) Bill Kelty (retired 31 July 2012) Former Executive Director David Liddy 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2012 2011 2012 2011 2012 2011 355,000 355,000 165,417 164,000 175,458 160,167 207,750 199,000 218,208 214,333 166,651 76,813 170,619 161,916 55,895 16,339 137,500 150,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 355,000 355,000 165,417 164,000 175,458 160,167 207,750 199,000 218,208 214,333 166,651 76,813 170,619 161,916 55,895 16,339 137,500 150,000 - - Managing Director (retired 31 August 2011) 1,547,414 425,000 8,279 237,695 2,218,388 Short-term Post- employment(4) Other long-term(5) Termination benefits Share based payments Total S300A (1)(e) (i) Proportion of remuneration performance related S300A (1)(e)(vi) Value of options and rights as proportion of remuneration Salary and fees $ STI at risk(1) $ Non- Monetary benefits(2) $ Other cash benefits(3) $ Total $ $ $ $ Options and rights(6) $ Shares and units $ $ % % Stuart Grimshaw Managing Director 2012 1,040,972 484,000(1) 80,907 520 1,606,399 12,980 1,426 15,939 15,199 14,888 14,760 15,791 14,415 15,939 15,199 15,939 15,199 14,981 6,913 15,300 14,550 5,031 - 1,471 12,375 13,500 - 14,987 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 44,621 - - 566,667 193,237 - 1,814,042 37% 11% - - - - - - - - - - - - - - - - - - - - 168,069 - - - - - - - - - - - - - - - - - - - - - 370,939 370,199 180,305 178,760 191,249 174,582 223,689 214,199 234,147 229,532 181,632 83,726 185,919 176,466 60,926 - 17,810 194,496 163,500 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2,968,111 - 20% - 6% BOQ ANNUAL REPORT 2012 41 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.2 Statutory disclosures (continued) Table 6 Key Management Personnel Remuneration Details of the nature and amount of each major element of the remuneration of each KMP of the Consolidated Entity are as outlined in the table below. Salary and fees $ STI at risk(1) $ Short-term STI at risk deferred(2) $ Other cash benefit(3) $ Total $ 111,704 74,401 - - - - 7,471 119,175 - 74,401 243,026 97,000 97,000 20,881 457,907 244,371 179,000(7) - 149,024 51,500 51,500 349,526 288,296 350,418 350,785 256,441 499,912 503,835 549,238 731,898 450,716 482,855 275,952 408,143 246,683 197,457 202,678 67,500 120,000 60,000 200,000 100,000 - 225,000 291,667 375,000 - 185,000 - 120,000 - 100,000 - 67,500 - 60,000 - - - - - - - - - - - - - - - - - - - - 60,626 193,500(8) 201,341 - 5,731 - 21,703 - 11,127 - - 423,371 252,024 484,526 408,296 470,418 550,785 356,441 560,538 922,335 1,042,246 1,106,898 456,447 667,855 297,655 528,143 257,810 297,457 202,678 2012 2012 2012 2012 2012 2012 2011 2012 2011 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2011 Executives Jon Sutton (appointed 2 July 2012) Anthony Rose (appointed 1 August 2012) Peter Deans (appointed 26 March 2012) Brendan White (appointed 2 April 2012) Matthew Baxby (appointed 17 May 2012) Chris Nilon Renato Mazza Bradley Edwards(9) Former Executives Keith Rodwell (resigned 24 August 2012) Ram Kangatharan(10) (resigned 30 March 2012) Ewan Cameron (resigned 20 July 2012) Darryl Newton (resigned 26 March 2012) David Tonuri (resigned 11 May 2012) Jim Stabback (resigned on 25 February 2011) (1) (2) STI at risk reflects 50% of the amounts paid or accrued in respect of the year ended 31 August 2012. Refer to “Executive remuneration framework” for a discussion of the Bank’s short-term incentive arrangement. STI at risk deferred reflects 50% of the amounts to be paid equally in respect of 31 August 2012 in year ended 31 August 2013 and 31 August 2014 for the compulsory two year deferral. Refer to “Executive remuneration framework” for a discussion of the Bank’s short-term incentive arrangement. (3) This includes accrued annual leave paid out on retirement and other cash benefits. (4) This includes superannuation and salary sacrificed benefits. (5) Comprises long service leave accrued or utilised during the financial year. (6) The fair value of the options and rights is calculated at the date of grant using an industry accepted option pricing model and allocated to each reporting period evenly over the period from grant date to vesting date. The value disclosed is the portion of the fair value of the options and rights allocated to this reporting period. (7) This represents 100% of the 2012 STI at risk. This is a contractual obligation only for the first year of employment, subsequent amounts will revert to normal deferral arrangements. (8) Retention bonuses paid in accordance with the acquisition agreement. (9) No longer considered a KMP from 1 September 2011. (10) STI paid as part of appointment as CEO for period 1 September 2011 to 31 October 2011. 42 BOQ ANNUAL REPORT 2012 employment(4) Other long-term(5) Share based payments Termination benefits $ $ $ % % Options and rights(6) $ Shares and units $ Total $ S300A (1)(e) (i) Proportion of remuneration performance related S300A (1)(e)(vi) Value of options and rights as proportion of remuneration 158 108 356 340 207 11,636 36,759 5,112 6,078 8,510 5,234 - - - - - - 931 592 274 - - - - - - - - - - - - - - - - 787,500 489,617 410,345 329,689 78,577 132,798 333,169 25,436 117,647 219,422 31,104 496,062 185,530 213,680 829,072 87,543 126,947 471,058 - - - - - - - - - - - - - - - 976,493 757,382 597,325 546,521 639,916 669,648 402,960 900,515 1,080,462 2,619,566 1,917,631 850,576 810,085 624,941 651,226 558,324 347,204 130,373 85,342 86,237 148,563 97,490 14,570 (115,141) 136,337 (196,344) 32,888 (110,173) 126,070 (93,697) 107,262 (40,417) 40,417 (92,046) - - 39% 22% 22% 37% 38% 42% 44% 28% (13%) 33% 4% 61% (13%) 38% (15%) 35% (7%) 40% (71%) 45,789 393,750 24% 12% 6% 22% 19% 14% 16% 23% 15% 4% (13%) 13% (8%) 2% (13%) 16% (15%) 17% (7%) 12% (71%) Post- 2,461 1,830 6,695 6,151 4,337 15,821 15,229 15,823 15,295 23,439 15,579 21,790 9,671 15,229 14,685 15,229 10,638 15,229 11,242 9,056 19,741 Salary and fees $ STI at risk(1) $ Other cash benefit(3) $ Total $ Short-term STI at risk deferred(2) $ 243,026 97,000 97,000 20,881 457,907 244,371 179,000(7) 149,024 51,500 51,500 111,704 74,401 349,526 288,296 350,418 350,785 256,441 499,912 503,835 549,238 731,898 450,716 482,855 275,952 408,143 246,683 197,457 202,678 - - - - - - - 67,500 120,000 60,000 200,000 100,000 225,000 291,667 375,000 185,000 120,000 100,000 67,500 60,000 - - - - - - - - - - - - - - - - - 7,471 119,175 - - - - - - - - - - - - - 60,626 193,500(8) 5,731 21,703 11,127 74,401 423,371 252,024 484,526 408,296 470,418 550,785 356,441 560,538 922,335 1,106,898 456,447 667,855 297,655 528,143 257,810 297,457 202,678 201,341 1,042,246 2012 2012 2012 2012 2012 2012 2011 2012 2011 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2011 Executives Jon Sutton (appointed 2 July 2012) Anthony Rose (appointed 1 August 2012) Peter Deans (appointed 26 March 2012) Brendan White (appointed 2 April 2012) Matthew Baxby (appointed 17 May 2012) Chris Nilon Renato Mazza Bradley Edwards(9) Former Executives Keith Rodwell (resigned 24 August 2012) Ram Kangatharan(10) (resigned 30 March 2012) Ewan Cameron (resigned 20 July 2012) Darryl Newton (resigned 26 March 2012) David Tonuri (resigned 11 May 2012) Jim Stabback (resigned on 25 February 2011) Post- employment(4) Other long-term(5) Termination benefits Share based payments S300A (1)(e) (i) Proportion of remuneration performance related S300A (1)(e)(vi) Value of options and rights as proportion of remuneration $ $ $ Options and rights(6) $ Shares and units $ Total $ % % 2,461 1,830 6,695 6,151 4,337 15,821 15,229 15,823 15,295 23,439 15,579 21,790 9,671 15,229 14,685 15,229 10,638 15,229 11,242 9,056 19,741 158 108 356 340 207 11,636 36,759 5,112 6,078 8,510 45,789 - - 5,234 - 931 - 592 - 274 - - - - - - - - - - - 393,750 - 787,500 - 489,617 - 410,345 - 329,689 - - 78,577 132,798 333,169 25,436 117,647 219,422 31,104 - 496,062 185,530 213,680 829,072 87,543 126,947 471,058 85,342 86,237 148,563 97,490 14,570 (115,141) 136,337 (196,344) 32,888 (110,173) 126,070 (93,697) 107,262 (40,417) 40,417 (92,046) - - - - - - - 976,493 757,382 - - - - - - - 597,325 546,521 639,916 669,648 402,960 900,515 1,080,462 2,619,566 1,917,631 850,576 810,085 624,941 651,226 558,324 347,204 130,373 - - 39% 22% 22% 37% 38% 42% 44% 28% (13%) 33% 4% 61% (13%) 38% (15%) 35% (7%) 40% (71%) 24% 12% 6% 22% 19% 14% 16% 23% 15% 4% (13%) 13% (8%) 2% (13%) 16% (15%) 17% (7%) 12% (71%) BOQ ANNUAL REPORT 2012 43 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.3 Equity held by the MD and KMP The movement during the 2012 financial year in the number of options and rights over ordinary shares held by each Executive Director and KMP, as part of their remuneration, are as follows: Table 7 Movement in options and rights held by the MD and KMP during FY 2012 Share Price at Grant Date $ Type Grant Date Movements during the 2012 FY Balance at 1 September 2011 Granted(1) Exercised Lapsed Balance at 31 August 2012(1) Vested and Exercisable Non- Vested Vested during the year (%)(2) Forfeited during the year (%) KMP Current Stuart Grimshaw 2011 PARs Jon Sutton(3) 2012 DARs 13/10/2011 26/02/2012 2012 PARs 26/02/2012 Restricted shares 26/02/2012 Anthony Rose(3) 2012 DARs 29/02/2012 2012 PARs 29/02/2012 Restricted shares 29/02/2012 Peter Deans(3) Brendan White(3) 2012 PARs 10/05/2012 2012 DARs 10/02/2012 2012 PARs 10/02/2012 Restricted shares 10/02/2012 Matthew Baxby(3) 2012 DARs 01/02/2012 Chris Nilon 2012 PARs 01/02/2012 Restricted shares Options Options 01/02/2012 20/11/2006 01/11/2007 2008 DARs 29/06/2009 2008 PARs 29/06/2009 2009 DARs 24/12/2009 2009 PARs 24/12/2009 2010 DARs 29/11/2010 2010 May DARs 28/05/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 Renato Mazza 2010 DARs 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 8.10 7.48 7.48 7.48 7.34 7.34 7.34 6.89 7.33 7.33 7.33 7.44 7.44 7.44 14.90 19.44 8.89 8.89 11.30 11.30 11.45 11.19 11.45 7.71 11.45 11.45 7.71 - - - - - - - - - - - - - - 20,000 50,000 1,710 5,700 2,905 4,490 3,416 2,126 5,693 - 7,116 33,207 121,619 62,687 74,627 104,478 30,030 75,075 30,030 69,061 75,574 67,476 40,486 36,982 73,964 29,586 - - - - - - - - - 21,283 - - - 22,195 - - - - - - - - - - - - - - - - 1,710 - - - - - - - - - - - - - - 20,000 - - - 5,700 1,743 - 683 797 - - 1,423 - - - - - - - - - - - 121,619 62,687 74,627 104,478 30,030 75,075 30,030 69,061 75,574 67,476 40,486 36,982 73,964 29,586 - 50,000 - - 1,162 4,490 2,733 1,329 5,693 21,283 5,693 33,207 22,195 - - - - - - - - - - - - - - - - 1,710 - 1,743 - 683 797 - - 1,423 - - 121,619 62,687 74,627 104,478 30,030 75,075 30,030 69,061 75,574 67,476 40,486 36,982 73,964 29,586 - 50,000 - - 1,162 4,490 2,733 1,329 5,693 21,283 5,693 33,207 22,195 - - - - - - - - - - - - - - - - 50 - 30 - 20 30 - - 20 - - - - - - - - - - - - - - - - 100 - - 100 - - - - - - - - - (1) (2) (3) This represents the maximum number of award rights that may vest to each executive. Percentage of initial rights granted. The Grant date reflects the date of signing the employment contract not the date the rights / restricted shares were issued. There was no entitlement to these rights and restricted shares until commencement of employment. 44 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 8.3 Equity held by the MD and KMP (continued) The movement during the 2012 financial year in the number of options and rights over ordinary shares held by each Executive Director and KMP, as part of their remuneration, are as follows: Table 7 Movement in options and rights held by the MD and KMP during FY 2012 Share Price at Grant Date $ Type Grant Date Movements during the 2012 FY KMP Balance at 1 September 2011 Granted Exercised Lapsed Balance at 31 August 2012 Vested and Exercisable Non- Vested Vested during the year (%)(1) Forfeited during the year (%) Former Ram Kangatharan Options 01/11/2007 19.44 350,000 2008 DARs 29/06/2009 2008 PARs 29/06/2009 2009 DARs 24/12/2009 2009 PARs 24/12/2009 2010 DARs 29/11/2010 2010 PARs 29/11/2010 8.89 8.89 11.30 11.30 11.45 11.45 4,275 45,600 13,740 38,700 10,721 71,157 - - - - - - - - 350,000 4,275 - - 45,600 13,740 - - 38,700 10,721 - - 71,157 - - - - - - - - 4,275 - 13,740 - 10,721 - - - - - - - - - 50 - 50 - 100 - 100 - 100 - 100 - 100 15/06/2010 11.30 108,000 - 108,000 Restricted shares Restricted shares 23/08/2011 Ewan Cameron 2010 DARs 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 Darryl Newton 2010 DARs 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 David Tonuri 2010 PARs 25/01/2011 2011 PARs 16/12/2011 Keith Rodwell 2010 DARs 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 (1) Percentage of initial rights granted. 7.21 11.45 11.45 7.71 11.45 11.45 7.71 10.12 7.71 11.45 11.45 7.71 100,000 7,116 47,438 - - - - 30,405 6,072 40,323 - - - 25,844 18,975 - - 21,283 9,488 47,438 - - - 31,925 - 1,423 - - 1,214 - - - - 1,898 - - - - 5,693 47,438 30,405 4,858 40,323 25,844 18,975 21,283 7,590 47,438 31,925 - 108,000 - 100 - 100,000 - 100,000 - - - - - - - - - - - 1,423 - - 1,214 - - - - 1,898 - - - - - - - - - - - - - - 20 - - 20 - - - - 20 - - - 80 100 100 80 100 100 100 100 80 100 100 BOQ ANNUAL REPORT 2012 45 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.3 Equity held by the MD and KMP (continued) The table below shows the total value of any options and rights that were granted, exercised or lapsed to the MD and KMP. Table 8 Value of rights and options held by the MD and KMP during FY 2012 KMP Grant Grant Date Fair value per option or right at grant date $ Value at grant date $(1) Exercise Date Exercise price $ Value at Exercise Date(2) $ Expiry / Lapsing Date Value at Expiry / Lapsing Date(2) $ Current Stuart Grimshaw Jon Sutton(3) Anthony Rose(3) Peter Deans(3) Brendan White(3) Matthew Baxby(3) Chris Nilon Renato Mazza 2011 PARs 2012 DARs 13/10/2011 26/02/2012 2012 PARs 26/02/2012 Restricted shares 2012 DARs 26/02/2012 29/02/2012 2012 PARs 29/02/2012 Restricted shares 2012 PARs 2012 DARs 29/02/2012 10/05/2012 10/02/2012 2012 PARs 10/02/2012 Restricted shares 2012 DARs 10/02/2012 01/02/2012 2012 PARs 01/02/2012 Restricted shares Options Options 01/02/2012 20/11/2006 01/11/2007 2008 DARs 29/06/2009 2008 PARs 29/06/2009 2009 DARs 24/12/2009 2009 PARs 24/12/2009 2010 DARs 29/11/2010 2010 May DARs 28/05/2010 2010 PARs 29/11/2010 2011 PARs 2010 DARs 16/12/2011 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 5.36 6.60 5.18 6.70 6.60 5.18 6.66 3.70 6.60 5.18 7.41 6.60 5.18 6.76 2.13 2.57 7.59 4.59 10.40 6.93 11.17 10.11 7.81 5.18 11.17 7.81 5.18 651,878 413,734 386,568 700,000 198,198 388,888 200,000 255,526 498,788 349,526 300,000 244,081 383,134 200,000 42,600 128,500 12,979 26,163 30,212 31,116 38,157 21,494 44,462 110,246 79,486 259,347 114,970 - - - - - - - - - - - - - - - - 28/03/2012 - 28/03/2012 - 28/03/2012 25/02/2012 - - - - - - - - - - - - - - - - 16.26 19.11 7.65 - 7.65 - 7.65 7.34 - - - - - - - - - - - - - - - - - - 13/10/2016 05/05/2017 16/12/2017 09/01/2014 05/05/2017 16/12/2017 21/09/2012 16/12/2017 05/05/2017 16/12/2017 31/10/2012 05/05/2017 16/12/2017 31/10/2012 20/11/2011 01/11/2012 13,082 29/06/2014 - - - - - - - - - - - - - - - - - - 13/10/2011 46,170 13,334 23/12/2014 - 23/12/2014 5,225 5,850 - - 29/11/2015 28/05/2015 29/11/2015 16/12/2016 29/11/2015 29/11/2015 16/12/2016 - - - - - - - - - 18/01/2012 7.32 10,416 - - - - - - (1) (2) (3) Represents options and rights held at 1 September 2012 and granted during the 2012 financial year. Closing share price on exercise, expiry date and balance date multiplied by the number of rights exercised or lapsed during the year. The Grant date reflects the date of signing the employment contract not the date the rights / restricted shares were issued. There was no entitlement to these rights and restricted shares until commencement of employment. 46 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 8. Remuneration disclosures (continued) 8.3 Equity held by the MD and KMP(continued) The table below shows the total value of any options and rights that were granted, exercised or lapsed to the MD and KMP during the 2012 financial year. Table 8 Value of rights and options held by the MD and KMP during FY 2012 KMP Grant Grant Date Fair value per option or right at grant date $ Value at grant date $(1) Exercise Date Exercise price $ Value at Exercise Date(2) $ Expiry / Lapsing Date Value at Expiry / Lapsing Date(2) $ Former Ram Kangatharan Ewan Cameron Darryl Newton David Tonuri Keith Rodwell Options 01/11/2007 2008 DARs 29/06/2009 2008 PARs 29/06/2009 2.57 7.59 4.59 899,500 - 32,447 17/01/2012 209,304 - 2009 DARs 24/12/2009 10.40 142,896 17/01/2012 2009 DARs 24/12/2009 2009 PARs 24/12/2009 2010 DARs 29/11/2010 2010 DARs 29/11/2010 02/04/2012 6.93 11.17 268,191 - 119,754 17/01/2012 30/03/2012 2010 PARs 29/11/2010 7.81 555,736 - 19.11 7.44 - 7.44 7.16 - 7.44 7.28 - - 30/03/2012 31,806 29/06/2014 - - - 13/10/2011 369,390 61,335 39,351 24/12/2014 24/12/2014 - - - 30/03/2012 281,736 15,951 62,441 - - - - - 30/03/2012 518,023 15/06/2010 10.31 1,113,480 02/03/2012 7.34 792,720 02/03/2012 Restricted shares Restricted shares 2010 DARs 23/08/2011 29/11/2010 2010 PARs 29/11/2010 2011 PARs 2010 DARs 16/12/2011 29/11/2010 2010 PARs 29/11/2010 2011 PARs 2010 DARs 2011 PARs 2010 DARs 16/12/2011 25/01/2011 16/12/2011 29/11/2010 2010 PARs 29/11/2010 2011 PARs 16/12/2011 7.21 11.17 7.81 5.18 11.17 7.81 5.18 7.81 5.18 11.17 7.81 5.18 721,000 79,486 370,491 157,498 67,824 314,923 133,872 148,195 110,246 105,981 370,491 165,372 - 22/12/2011 - - - 7.55 - - - 10,744 01/11/2012 20/07/2012 - - 28/03/2012 7.65 9,287 - - - - - - - - - - - - 28/03/2012 7.65 14,520 - - 40,534 20/07/2012 337,759 20/07/2012 19/04/2012 216,484 34,880 19/04/2012 289,519 19/04/2012 19/04/2012 19/04/2012 24/08/2012 185,560 136,240 152,812 57,304 - - - - - - 24/08/2012 358,157 24/08/2012 241,034 (1) (2) Represents options and rights held at 1 September 2012 and granted during the 2012 financial year. Closing share price on exercise, expiry date and balance date, respectively, multiplied by the number of rights exercised, lapsed during the year or value at balance date. BOQ ANNUAL REPORT 2012 47 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) 8.3 Equity held by the MD and KMP (continued) The table below shows the allocation of the FY 2012 LTI Grant, estimating the remuneration amounts which the MD and KMP may receive under the grant in future years. Table 9 Allocation of the FY 2012 LTI Grant KMP Current Stuart Grimshaw Jon Sutton(1) Anthony Rose(1) Peter Deans(1) Brendan White(1) Matthew Baxby(1) Chris Nilon Renato Mazza Maximum remuneration amounts received under the 2012 grant of rights and restricted shares 2012 (‘$000’) 2013 (‘$000’) 2014 (‘$000’) 2015 (‘$000’) 2016 (‘$000’) Total (‘$000’) 193.2 211.3 143.1 31.1 399.2 214.4 27.7 28.9 217.7 916.7 348.6 71.9 459.2 332.8 38.9 40.5 217.7 240.2 159.1 71.8 178.9 153.9 38.9 40.5 23.3 117.6 121.3 71.8 98.8 112.2 4.8 5.0 - 14.5 15.0 8.9 12.2 13.8 - - 651.9 1,500.3 787.1 255.5 1,148.3 827.1 110.3 114.9 (1) There was no entitlement to these rights and restricted shares until commencement of employment. 9. Executive Contracts Long Term Incentive Members of the Executive team are employed on permanent employment contracts. Executive contracts specify payment of termination benefits on early termination by the Consolidated Entity, other than for gross misconduct. The termination provisions in the new Executive contracts do not provide for termination payments that exceed twelve months fixed remuneration (including superannuation). 9.1 Managing Director As previously disclosed to the market, Mr Grimshaw joined the Consolidated Entity on 1 November 2011, succeeding David Liddy, who had been the Consolidated Entity’s MD & CEO since April 2001. The appointment to the position of Managing Director and Chief Executive Officer is ongoing with reviews of performance and remuneration annually. The key terms and conditions of the Employment Agreement are summarised below as previously disclosed to the market. They have been formulated in line with the ASX Corporate Governance Guidelines and with regard to external advice on Australian and international benchmarks. The package has been designed to promote alignment of reward with shareholders' interests and provide an appropriate focus on both the short term and long term performance of the Consolidated Entity. Fixed Remuneration The position has a base annual remuneration of $1.25 million, including the minimum statutory contribution to superannuation (Total Remuneration – TR). This remuneration will be reviewed by the Board annually. Short Term Incentive (STI) The STI provides a reward for annual performance. This scheme has a range of 0 - 160% of TR and is based on the executive's achievement of performance objectives set annually by the Board. Pro rata principles apply to all STI payments. To ensure appropriate focus on shareholders' interests and appropriate risk management, consideration of an STI award is subject to performance gateways. These thresholds are currently a NPAT target and risk objectives set by the Board. To further reinforce the importance of an appropriate focus on the long term performance of the Consolidated Entity, a long term incentive is provided. This involves the granting of Performance Award Rights (PARs) which vest after three years. These award rights are subject to a vesting condition based on a comparison of the Consolidated Entity’s TSR over three years against a Peer Group. If the Consolidated Entity's TSR is better than 50% of the Peer Group then half of the allocated PARs vest. This vesting percentage increases on a straight line basis until the performance of the Consolidated Entity’s TSR is above the 75th percentile. At this point 100% of the PARs vest. To ensure that a long term focus remains beyond the employment of the MD, if the MD leaves for a reason other than summary dismissal, the vesting of PARs will not be accelerated and they will vest in accordance with their terms if the vesting condition is satisfied over the three year period. The MD received an initial allocation of PARs based on an allocation of $1 million at the volume weighted average price of shares after announcement of the FY11 financial results. These PARs vest over three years and are designed to encourage a long term strategic focus. Termination Termination may be instigated by either party on 6 months notice. On a fundamental change, the MD can terminate and receive payment of 12 months TR plus partial STI if awarded by the Board. There is no accelerated vesting of DARs and PARs. For termination by the Consolidated Entity (by payment of notice) or for a fundamental change, the DARs continue after termination and vesting is subject to their terms. For PARs if employment ceases for any reason other than summary dismissal PARs will continue after termination and vesting is subject to their terms. Fundamental Change is the removal of the executive as a director by shareholders, the executive being required to report to someone other than the Board, the executive not being the most senior executive in the Consolidated Entity or in a new holding entity or the executive's positions are redundant. 48 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 9. Executive Contracts (continued) 9.2 Other Executives All other KMP are employed under rolling contracts with the key terms as outlined in Table 10. Table 10 KMP Notice Periods KMP Term of agreement Stuart Grimshaw Jon Sutton Anthony Rose Peter Deans Brendan White Matthew Baxby Chris Nilon Renato Mazza Open Open Open Open Open Open Open Open Fixed Annual Remuneration $ 1,250,000 700,000 625,000 600,000 600,000 525,000 365,000 365,000 Notice period by executive Notice period by the Consolidated Entity 6 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months 6 months 3 months 3 months 3 months 3 months 3 months 3 months 3 months Termination payment 12 months base pay (including notice period) 9 months base pay (including notice period) 9 months base pay (including notice period) 6 months base pay (including notice period) 9 months base pay (including notice period) 9 months base pay (including notice period) 12 months base pay (including notice period) 9 months base pay (including notice period) The Executive contracts for the new KMP allow for a notice period of no longer than 6 months. No termination payments made under the arrangements with existing KMP (including the MD) will exceed 12 months base salary. Changes have been made to the Awards Rights Plan such that unvested rights held by the MD and CRO will not accelerate upon termination. Instead, the rights will remain on-foot and will vest over the performance period according to the vesting schedule. Rather than the rights being subject to accelerated vesting or forfeiting on termination, the Board considered it important to ensure continued alignment of these key executives with the Consolidated Entity’s financial performance after their departure from the Consolidated Entity. Unvested rights held by all other KMP may, at Board discretion, vest on a pro rata basis at termination where the individual is a good leaver (i.e. has departed for reasons including a transfer of employment to an Owner Managed Branch, retirement, redundancy, death or total and permanent disablement). Otherwise the awards will lapse upon termination of employment. Payments made to former executives The following executives departed the Consolidated Entity and received termination payments in the 2012 financial year. • • • • • Ram Kangatharan Ewan Cameron Darryl Newton David Tonuri Keith Rodwell All former executives received contractually obligated payments only. The termination payments received consisted of payments in lieu of notice, annual and long service leave accruals and termination payments of either 6 or 9 months base salary, depending on the individual’s Executive contract. Ram Kangatharan agreed to stay with the organisation in the role of Acting CEO after the retirement of David Liddy, prior to Stuart Grimshaw starting with the Consolidated Entity. The Board made Mr Kangatharan an employment offer to ensure there was continuity of leadership and steerage of the organisation in this period. Mr Kangatharan was a CEO candidate and had other employment options, accordingly it was seen as important to ensure he remained with BOQ. In addition to the termination payment, Mr Kangatharan received the following additional amounts as part of historical contractual agreements: • • • • All unvested DARs held by Mr Kangatharan vested upon cessation of his employment. This is in line with Mr Kangatharan’s Executive contract which provided for full vesting of the unvested DARs should his employment be terminated prior to 1 November 2012. Mr Kangatharan retained the restricted shares allocated to him under the Executive contract dated 8 November 2011. The restriction on these restricted shares remains unchanged (i.e. there is no accelerated removal of the restriction) with the shares not released until 1 November 2012. Mr Kangatharan was paid an STI as part of appointment as Acting CEO for period 1 September 2011 to 31 October 2011. Based on the Consolidated Entity and executive’s performance over the 2012 financial year, no STI payment will be paid to Mr Kangatharan for the period November 2011 to August 2012. Further details of the payments made to former executives are included in Table 6. BOQ ANNUAL REPORT 2012 49 Directors’ Report (continued) Year ended 31 August 2012 The ability to exercise the options is conditional on the Consolidated Entity achieving certain performance hurdles. The performance hurdles are based on diluted cash EPS growth and require the Bank’s diluted cash EPS to outperform the average diluted cash EPS growth of the Comparison Banks over the financial years 2008, 2009 and 2010 (“performance period”), as described above. To reach the EPS performance hurdle the Consolidated Entity must achieve the following for the performance period: Percentage range by which cash EPS growth exceeds Comparison banks Percentage of options to vest 5% and up to but not exceeding 10% 10% and up to but not exceeding 15% 15% and up to but not exceeding 20% 20% or more 25% 50% 75% 100% Should any SMOP 7 options remain unvested as at November 2012, the EPS test will be applied across financial years 2008, 2009, 2010, 2011 and 2012. Using the trinomial pricing methodology, each option had a value of $2.57 as at date of granting. The market value of shares at 31 August 2012 was $7.55 (2011: $7.48). Remuneration Report – Audited (continued) 10. Senior Managers’ options and rights 1. Options issued on 20 November 2006 (SMOP 6): Options originally issued: Options lapsed during the year: 3,370,000; 1,351,934; Options exercised during the year: Options on issue at balance date: Nil; Nil; Exercise date: Expiry date: 20 November 2009; 20 November 2011; Options exercisable at balance date: Nil; Issue price: Exercise price: $Nil; and $16.26. 2. Options issued on 1 November 2007 (SMOP 7): Options originally issued: Options lapsed during the year: 3,999,000; 650,000; Options exercised during the year Nil; Options on issue at balance date: 1,391,000; Exercise date:(1) Expiry date: 1 November 2011; 1 November 2012; Options exercisable at balance date: 1,391,000; Issue Price: Exercise Price: $Nil; and $19.11. (1) The exercise date was amended during the year from 1 November 2010 to 1 November 2011. 50 BOQ ANNUAL REPORT 2012 Remuneration Report – Audited (continued) 10. Senior Managers’ options and rights (continued) Type Grant Date Expiry Date Granted Lapsed during the year Exercised during the year Balance at 31 August 2012 Vested(1) Vesting Date Vesting Percentage(2) DARs 2008 DARs 29 June 2009 29 June 2014 269,072 1,502 101,025 14,876 2,518 17 December 2009 2009 DARs 24 December 2009 23 December 2014 403,294 8,832 113,412 68,526 11,608 16 December 2010 16 December 2010 15 December 2011 2010 DARs 28 May 2010 28 May 2015 41,809 2,425 8,797 20,346 2,181 2 May 2011 15 December 2011 20 December 2012 2010 DARs 29 November 2010 29 November 2015 400,892 59,472 87,175 240,013 18,043 15 December 2011 2011 DARs 16 December 2011 16 December 2016 466,128 29,940 1,631 434,557 1,498 20 December 2012 20 December 2012 19 December 2013 7 May 2012 6 May 2013 2012 DARs February 2012 5 May 2017 233,723 - PARs(4) 2008 PARs 2009 PARs 2010 PARs 29 June 2009 29 June 2014 24 December 2009 23 December 2014 29 November 2010 29 November 2015 429,292 192,810 561,909 149,910 61,180 258,633 2010 PARs 2011 PARs 25 January 2011 25 January 2016 13 October 2011 13 October 2016 18,975 121,619 18,975 - 2011 PARs 16 December 2011 16 December 2016 359,632 123,018 2012 PARs February 2012 16 December 2017 311,057 2012 PARs 10 May 2012 16 December 2017 69,061 - - - - - - - - - - - 233,723 - 89,060 271,303 - 121,619 236,614 311,057 69,061 19 December 2013 19 December 2014 3 May 2013 2 May 2014 n/a 18 October 2012 Date of release of financial results in October 2013 n/a Date of release of financial results in October 2014 Date of release of financial results in October 2014 Date of release of financial results in October 2015 Date of release of financial results in October 2015 - - - - - - - - - (1) (2) (3) (4) The number of rights vested during the year under the Award Rights Plan at the discretion of the directors, as permitted under the terms of the plan. PARs vest based on the Consolidated Entity’s TSR performance measured against a Peer Group over a 3 year period. Valued using the Monte Carlo simulation approach The ability to exercise the PARs is conditional on the Bank achieving certain market performance hurdles. Refer to “Executives Remuneration Framework” for further details. Fair value per right at grant date(3) $ 7.59 10.40 10.11 11.17 6.60 6.60 4.59 6.93 7.81 7.81 5.36 20% 30% 50% 50% 30% 20% 20% 30% 50% 20% 30% 50% 20% 30% 50% 50% 50% 100% 100% 100% 100% 100% 100% 5.18 100% 5.18 100% 3.70 BOQ ANNUAL REPORT 2012 51 Directors’ Report (continued) Year ended 31 August 2012 Remuneration Report – Audited (continued) Indemnification of officers The Bank's Constitution provides that all officers of the Bank are indemnified by the Bank against liabilities incurred by them in the capacity of officer to the full extent permitted by the Corporations Act 2001. Insurance of officers Audit and Non–audit services During the year KPMG, the Bank’s auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the year by the auditor are in accordance with written advice provided by resolution of the Audit Committee, and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor’s independence requirements of the Corporations Act 2001 for the following reasons: Since the end of the previous financial year the Bank has paid insurance premiums in respect of a Directors' and Officers' liability insurance contract. The contract insures each person who is or has been a director or executive officer (as defined in the Corporations Act 2001) of the Bank against certain liabilities arising in the course of their duties to the Bank and its controlled entities. The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the insurance contract as such disclosure is prohibited under the terms of the contract. • • all non-audit services were subject to the corporate governance procedures adopted by the Bank and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and the non-audit services provided do not undermine the general principles relating to auditor’s independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Bank, acting as an advocate for the Bank or jointly sharing risks and rewards. Directors’ interests Directors’ interests as at the date of this report were as follows: Director Neil Summerson Stuart Grimshaw(1) Steve Crane Roger Davis Carmel Gray John Reynolds Michelle Tredenick David Willis Richard Haire(2) Ordinary Shares 45,599 10,825 25,678 4,896 10,946 5,217 2,433 1,414 4,000 (1) Stuart Grimshaw was appointed as Chief Executive Officer and Managing Director on 1 November 2011. (2) Richard Haire was appointed as a Non-Executive Director on 18 April 2012. Audit services – KPMG Australia • • Audit and review of the financial reports Other regulatory and audit services Audit related services – KPMG Australia • Other assurance services(1) Other services – KPMG Australia • • • Tax advisory services Other Due diligence services Details of the amounts paid to the auditor of the Bank, KPMG and its related practices for audit and non-audit services provided during the year are set out below: Consolidated Bank 2012 $000 1,127.1 532.6 1,659.7 123.9 123.9 222.5 75.6 103.2 401.3 2011 $000 923.4 464.1 1,387.5 84.2 84.2 347.4 5.4 - 352.8 2012 $000 818.3 346.1 1,164.4 - - 218.2 75.6 103.2 397.0 2011 $000 547.1 304.1 851.2 - - 341.4 5.4 - 346.8 (1) Other assurance services comprise accounting opinions, and audit related services provided in relation to mortgage securitisation trusts which are consolidated under Australian Accounting Standards. Fees for audit and non-audit services paid to KPMG which were provided in relation to leasing securitisation trusts which are not consolidated by the Bank were nil for 2012 (2011: $32,448). 52 BOQ ANNUAL REPORT 2012 Lead Auditor’s Independence Declaration The lead auditor’s independence declaration is set out on page 54 and forms part of the directors’ report for the year ended 31 August 2012. Rounding of amounts The Bank is a company of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 (as amended by Class Order 04/667 dated 15 July 2004) and in accordance with that Class Order, amounts in this financial report and directors' report have been rounded off to the nearest million dollars, unless otherwise stated. Dated at Brisbane this eighteenth day of October 2012. Signed in accordance with a resolution of the directors: Neil Summerson Chairman Stuart Grimshaw Managing Director BOQ ANNUAL REPORT 2012 53 Directors’ Report (continued) Year ended 31 August 2012 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the directors of Bank of Queensland Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 31 August 2012 there have been: (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and (ii) no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Martin McGrath Partner Brisbane, 18 October 2012. KPMG, an Australian partnership, is part of the KPMG International network. KPMG International is a Swiss cooperative. 54 BOQ ANNUAL REPORT 2012 Statements of Comprehensive Income For the year ended 31 August 2012 Interest income Less: Interest expense Net interest income Other operating income Net banking operating income Premiums from insurance contracts Investment revenue Claims and policyholder liability expense from insurance contracts Net insurance operating income Total operating income Less: Expenses Profit before impairment on loans and advances and tax Less: Impairment on loans and advances Profit/(Loss) before income tax Less: Income tax expense/(benefit) Profit/(Loss) for the year Other comprehensive income, net of income tax Cash flow hedges: Net gains / (losses) taken to equity Net losses transferred to profit and loss Foreign currency translation differences on foreign operations Net gain / (losses) on hedge of net investment in foreign operation Change in fair value of assets available for sale Other comprehensive income / (expense) for the year, net of income tax Total comprehensive income / (expense) for the year Profit/(Loss) attributable to: Equity holders of the parent Total comprehensive income / (expense) attributable to: Equity holders of the parent Consolidated Bank Note 4 4 4 4 4 5 13 6 2012 $m 2,596.2 1,944.7 651.5 111.5 763.0 76.0 7.4 (42.1) 41.3 804.3 422.6 381.7 401.0 (19.3) (2.2) (17.1) (18.8) 0.2 (0.6) 0.8 6.2 (12.2) (29.3) 2011 $m 2,676.6 2,053.2 623.4 132.1 755.5 68.6 8.5 (36.2) 40.9 796.4 374.1 422.3 200.5 221.8 63.1 158.7 29.7 6.0 0.6 (0.2) 2.1 38.2 196.9 2012 $m 2,549.2 2,086.7 462.5 235.7 698.2 - - - - 698.2 369.7 328.5 359.9 (31.4) (27.6) (3.8) 8.1 0.2 - - 8.9 17.2 13.4 2011 $m 2,638.6 2,184.2 454.4 232.5 686.9 - - - - 686.9 322.5 364.4 166.7 197.7 55.3 142.4 24.8 6.0 - - (0.7) 30.1 172.5 (17.1) 158.7 (3.8) 142.4 (29.3) 196.9 13.4 172.5 Basic earnings per share Ordinary shares Diluted earnings per share Ordinary shares 8 8 (10.2c) (10.2c) 63.6c 60.3c The above statements of comprehensive income should be read in conjunction with the accompanying notes. BOQ ANNUAL REPORT 2012 55 Balance Sheets As at 31 August 2012 Assets Cash and liquid assets Due from other financial institutions Other financial assets Derivative financial instruments Loans and advances at amortised cost Current tax assets Shares in controlled entities Property, plant and equipment Deferred tax assets Other assets Intangible assets Investments accounted for using the equity method Total assets Liabilities Due to other financial institutions Deposits Derivative financial instruments Accounts payable and other liabilities Current tax liabilities Provisions Insurance policy liabilities Borrowings including subordinated notes Amounts due to controlled entities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total Equity The above balance sheets should be read in conjunction with the accompanying notes. Consolidated Bank Note 2012 $m 2011 $m 2012 $m 2011 $m 9 10 11 26 12 33 14 15 16 17 39 18 19 26 20 37 21 670.5 119.7 5,689.4 276.1 34,147.2 0.7 - 31.0 125.7 120.9 554.6 22.2 433.2 131.9 5,147.0 126.8 33,276.1 - - 31.0 41.7 104.4 580.0 28.7 227.7 23.5 5,776.9 276.1 30,654.6 1.5 933.1 26.1 104.9 277.9 59.3 - 269.6 25.9 5,215.7 126.8 29,745.7 - 933.1 25.3 42.6 251.9 70.6 - 41,758.0 39,900.8 38,361.6 36,707.2 177.8 31,171.9 253.0 450.4 - 44.1 73.5 6,688.1 - 38,858.8 2,899.2 2,660.1 106.2 132.9 2,899.2 169.2 29,626.6 264.1 429.1 79.4 30.2 77.6 6,651.0 - 37,327.2 2,573.6 2,153.3 115.4 304.9 2,573.6 177.8 31,288.7 130.3 404.8 - 33.5 - 895.3 2,553.6 35,484.0 2,877.6 2,666.0 105.1 106.5 2,877.6 169.2 29,875.2 197.5 387.1 79.8 21.5 - 1,123.8 2,340.2 34,194.3 2,512.9 2,162.8 81.8 268.3 2,512.9 56 BOQ ANNUAL REPORT 2012 Statements of Cash Flows For the year ended 31 August 2012 Cash flows from operating activities Interest received Fees and other income received Dividends received Interest paid Cash paid to suppliers and employees Operating income tax paid (Increase)/decrease in operating assets: Loans and advances at amortised cost Other financial assets Increase/(decrease) in operating liabilities: Deposits Securitisation liabilitiess Net cash from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for intangible assets – software Cash distribution received from equity accounted investments Proceeds from sale of property, plant and equipment Net cash from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Cost of capital issues Proceeds from borrowings and foreign exchange instruments Proceeds from other financing activities Repayment of other financing activities Repayments of borrowings Payments for treasury shares Dividends paid Dividends received Net cash from financing activities Net increase / (decrease) in cash and cash equivalents Cash and liquid assets at beginning of year Cash and liquid assets at end of year Consolidated Bank Note 2012 $m 2011 $m 2012 $m 2011 $m 2,567.0 181.6 0.8 2,694.2 168.8 1.6 2,317.7 130.1 0.8 (2,085.5) (1,908.4) (2,231.4) (382.9) (153.4) 127.6 (312.9) (110.1) 533.2 (338.4) (151.7) (272.9) (1,279.2) (517.2) (1,745.5) 197.5 (1,115.7) (551.8) 1,541.5 283.3 156.0 (10.4) (21.7) 6.7 3.9 (21.5) 450.3 (10.4) 984.4 - - 1,550.7 (274.4) 261.5 (13.4) (19.4) 1.8 5.7 (25.3) - - 2,377.5 - - (1,228.9) (2,572.1) (3.8) (88.8) - 102.8 237.3 433.2 670.5 (6.2) (73.3) - (274.1) (37.9) 471.1 433.2 1,462.9 - (477.5) (9.7) (18.2) - 0.9 (27.0) 450.3 (10.4) 983.5 612.5 (278.3) (1,226.6) (3.8) (88.8) 24.2 462.6 (41.9) 269.6 227.7 2,445.5 156.2 1.6 (2,041.7) (290.9) (109.3) 161.4 (1,710.0) 290.8 1,527.5 - 269.7 (12.4) (11.9) - - (24.3) - - 2,355.4 - - (2,569.8) (6.2) (73.3) 42.0 (251.9) (6.5) 276.1 269.6 21 27 21 21 9 The above statements of cash flows should be read in conjunction with the accompanying notes. BOQ ANNUAL REPORT 2012 57 Statements of Changes in Equity For the year ended 31 August 2012 Perpetual Equity Preference shares $m Employee benefits reserve $m General reserve for credit losses $m Ordinary shares $m Cashflow hedge reserve $m Translation reserve $m Available for sale reserve $m Retained profits $m Total equity $m 1,957.6 195.7 33.5 67.0 Consolidated Year ended 31 August 2012 Balance at beginning of the year Total comprehensive income for the year Loss Other comprehensive income, net of income tax Cash flow hedges: Net losses taken to equity Net losses transferred to profit and loss Net gain on hedge of net investment in foreign operation Foreign currency translation differences on foreign operations Change in fair value of assets available for sale Transfers Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Institutional placement and entitlement offer(1) Retail entitlement offer(1) Costs of capital issue Dividend reinvestment plan Dividends to shareholders Dividends to PEPs Equity settled transactions Treasury Shares(2) Total contributions by and distributions to owners - - - - - - - - - 288.5 161.8 (7.4) 63.0 - - - 0.9 506.8 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (0.2) - (0.2) 33.3 8.0 - (18.8) 0.2 - - - - (18.6) (18.6) - - - - - - - - - 0.4 6.5 304.9 2,573.6 - - - 0.8 (0.6) - - 0.2 0.2 - - - - - - - - - - - - - - 6.2 - 6.2 6.2 - - - - - - - - - (17.1) (17.1) - - - - - (3.2) (3.2) (20.3) - - - - (142.1) (9.6) - - (18.8) 0.2 0.8 (0.6) 6.2 - (12.2) (29.3) 288.5 161.8 (7.4) 63.0 (142.1) (9.6) (0.2) 0.9 (151.7) 354.9 - - - - - - 3.2 3.2 3.2 - - - - - - - - - Balance at the end of the year 2,464.4 195.7 70.2 (10.6) 0.6 12.7 132.9 2,899.2 (1) (2) In April / May, the Bank completed a capital raising by way of Institutional Placement, Institutional Entitlement and Retail Entitlement offers of fully paid ordinary shares at an issue price of $6.05 per share. Treasury shares represent the value of shares held by a subsidiary that the Bank is required to include in the Consolidated Entity’s financial statements. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Bank’s own equity instruments. The statements of changes in equity should be read in conjunction with the accompanying notes. 58 BOQ ANNUAL REPORT 2012 Perpetual Equity Preference shares $m Employee benefits reserve $m General reserve for credit losses $m Ordinary shares $m Cashflow hedge reserve $m Translation reserve $m Available for sale reserve $m Retained profits $m Total equity $m 1,861.9 195.7 32.9 77.0 (27.7) Consolidated Year ended 31 August 2011 Balance at beginning of the year Total comprehensive income for the year Profit Other comprehensive income, net of income tax Cash flow hedges: Net gains taken to equity Net losses transferred to profit and loss Net gains on hedge of net investment in foreign operation Foreign currency translation differences on foreign operations Change in fair value of assets available for sale Transfers Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividend reinvestment plan Conversion of RePS to ordinary shares Dividends to shareholders Dividends to PEPs Equity settled transactions Treasury Shares(1) Total contributions by and distributions to owners - - - - - - - - - 51.3 47.2 - - - (2.8) 95.7 - - - - - - - - - - - - - - - - - - - - - - (10.0) (10.0) (10.0) - - - - - - - - 29.7 6.0 - - - - 35.7 35.7 - - - - - - - - - - - - - - - - - - - - 0.6 - 0.6 33.5 - - - - (0.2) 0.6 - - 0.4 0.4 - - - - - - - 4.4 260.6 2,404.8 - - - - - 2.1 - 2.1 2.1 - - - - - - - 158.7 158.7 - - - - - 10.0 10.0 168.7 - - (114.8) (9.6) - - 29.7 6.0 (0.2) 0.6 2.1 - 38.2 196.9 51.3 47.2 (114.8) (9.6) 0.6 (2.8) (124.4) (28.1) Balance at the end of the year 1,957.6 195.7 67.0 8.0 0.4 6.5 304.9 2,573.6 (1) Treasury shares represent the value of shares held by a subsidiary that the Bank is required to include in the Consolidated Entity’s financial statements. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Bank’s own equity instruments. The statements of changes in equity should be read in conjunction with the accompanying notes. BOQ ANNUAL REPORT 2012 59 Statements of Changes in Equity (continued) For the year ended 31 August 2012 Bank Year ended 31 August 2012 Balance at beginning of the year Total comprehensive income for the year Loss Other comprehensive income, net of income tax Cash flow hedges: Net gains taken to equity Net losses transferred to profit and loss Change in fair value of assets available for sale Transfers Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Institutional placement and entitlement offer(1) Retail entitlement offer(1) Costs of capital issue Dividend reinvestment plan Treasury Shares Dividends to shareholders Dividends to PEPs Equity settled transactions Total contributions by and distributions to owners Balance at the end of the year Perpetual Equity Preference shares $m Employee benefits reserve $m General reserve for credit losses $m Ordinary shares $m Cashflow hedge reserve $m Available for sale reserve $m Retained profits $m Total equity $m 1,967.1 195.7 33.5 51.0 (6.5) 3.8 268.3 2,512.9 - - - - - - - 288.5 161.8 (7.4) 63.0 (2.7) - - - 503.2 2,470.3 - - - - - - - - - - - - - - - - 195.7 - - - - - - - - - - - - - - (0.2) (0.2) 33.3 - - - - 6.3 6.3 6.3 - - - - - - - - - - 8.1 0.2 - - 8.3 8.3 - - - - - - - - - - - - 8.9 - 8.9 8.9 - - - - - - - - - 57.3 1.8 12.7 (3.8) (3.8) - - - (6.3) (6.3) (10.1) - - - - - 8.1 0.2 8.9 - 17.2 13.4 288.5 161.8 (7.4) 63.0 (2.7) (142.1) (142.1) (9.6) - (151.7) 106.5 (9.6) (0.2) 351.3 2,877.6 (1) In April / May, the Bank completed a capital raising by way of Institutional Placement, Institutional Entitlement and Retail Entitlement offers of fully paid ordinary shares at an issue price of $6.05 per share. The statements of changes in equity should be read in conjunction with the accompanying notes. 60 BOQ ANNUAL REPORT 2012 Bank Year ended 31 August 2011 Balance at beginning of the year Total comprehensive income for the year Profit Other comprehensive income, net of income tax Cash flow hedges: Net gains taken to equity Net losses transferred to profit and loss Change in fair value of assets available for sale Transfers Total other comprehensive income Total comprehensive income for the year Transactions with owners, recorded directly in equity Contributions by and distributions to owners Dividend reinvestment plan Conversion of RePS to ordinary shares Treasury Shares Dividends to shareholders Dividends to PEPs Equity settled transactions Total contributions by and distributions to owners Balance at the end of the year Perpetual Equity Preference shares $m Employee benefits reserve $m General reserve for credit losses $m Ordinary shares $m Cashflow hedge reserve $m Available for sale reserve $m Retained profits Total equity $m 1,867.7 195.7 32.9 61.6 (37.3) 4.5 239.8 2,364.9 - - - - - - - 51.3 47.2 0.9 - - - 99.4 1,967.1 - - - - - - - - - - - - - - 195.7 - - - - - - - - - - - - 0.6 0.6 33.5 - - - - (10.6) (10.6) (10.6) - - - - - - - - 24.8 6.0 - - 30.8 30.8 - - - - - - - - - - (0.7) - (0.7) (0.7) - - - - - - - 51.0 (6.5) 3.8 142.4 142.4 - - - 10.6 10.6 153.0 - - - 24.8 6.0 (0.7) - 30.1 172.5 51.3 47.2 0.9 (114.8) (114.8) (9.7) - (124.5) 268.3 (9.7) 0.6 (24.5) 2,512.9 The statements of changes in equity should be read in conjunction with the accompanying notes. BOQ ANNUAL REPORT 2012 61 Notes to the Financial Statements Year ended 31 August 2012 Note Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. Reporting entity Basis of preparation Significant accounting policies Operating income Expenses Income tax expense Dividends Earnings per share Cash and liquid assets Due from other financial institutions Other financial assets Loans and advances at amortised cost Provisions for impairment Property, plant and equipment Deferred tax assets and liabilities Other assets Intangible assets Due to other financial institutions Deposits Provisions Borrowings including subordinated notes Capital and Reserves Segment reporting Risk management Capital management Financial instruments Notes to the statements of cash flows Auditors’ remuneration Contingent liabilities Commitments Employee benefits Key management personnel disclosures Controlled entities Related parties information Average balances and margin analysis Deed of cross guarantee Insurance business Events subsequent to balance date Investments accounted for using the equity method 62 BOQ ANNUAL REPORT 2012 Page 63 63 63 70 71 72 73 74 74 75 75 76 77 78 80 80 81 83 83 84 84 86 87 88 96 98 102 103 103 104 104 107 114 115 115 116 118 121 121 1. Reporting entity Bank of Queensland Limited (the “Bank”) is a company domiciled in Australia. The address of the Bank’s registered office is Level 17, 259 Queen Street, Brisbane, QLD, 4000. The consolidated financial report of the Bank for the financial year ended 31 August 2012 comprises the Bank and its subsidiaries (together referred to as the “Consolidated Entity”) and the Consolidated Entity’s interest in equity accounted investments. The Bank primarily is involved in retail banking, leasing finance and insurance products. 2. Basis of preparation (a) Statement of compliance The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards (“AASBs” – including Australian Interpretations) adopted by the Australian Accounting Standards Board (“AASB”) and the Corporations Act 2001. The financial statements and notes of the Consolidated Entity and Bank also comply with International Financial Reporting Standards (“IFRSs”) and interpretations adopted by the International Accounting Standards Board. The Bank is a for-profit entity. The consolidated financial report was authorised for issue by the directors on 18 October 2012. (b) Basis of measurement The financial report is prepared on the historical cost basis with the exception of the following assets and liabilities which are stated at their fair value: • • • • derivative financial instruments; financial instruments designated at fair value; financial instruments classified as available-for-sale; and insurance policy liabilities. (c) Functional and presentation currency The consolidated financial statements are presented in Australian dollars, which is the Bank’s functional currency and the functional currency of the majority of the Consolidated Entity. (d) Rounding The Consolidated Entity is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in this financial report and directors’ report have been rounded off to the nearest million dollars, unless otherwise stated. (e) Use of estimates and judgements The preparation of a financial report in conformity with Australian Accounting Standards requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These accounting policies have been consistently applied by each entity in the Consolidated Entity. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods. Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are described in the following notes: • • Provisions for impairment – Note 13 (refer Note 3 (j)); Intangible assets – Note 17; • • • • Provisions – Note 20 (refer Note 3 (m)); Financial instruments – Note 26; Contingent liabilities – Note 29; and Insurance policy liabilities – Note 37. 3. Significant accounting policies The following standards and amendments have been identified as those which may impact the Bank and were available for early adoption at 31 August 2012 but have not been applied in these financial statements. • • • • AASB 9 Financial Instruments was issued and introduces changes in the classification and measurement of financial assets and financial liabilities. This standard becomes mandatory for the Consolidated Entity’s 31 August 2016 financial statements. The potential effects on adoption of the amendments are yet to be determined. AASB 10 Consolidated Financial Statements, when it becomes mandatory for the Consolidated Entity’s 31 August 2014 financial statements, will supersede AASB 127 Consolidated and Separate Financial Statements and Interpretation 112 Consolidation – Special Purposes Entities. It introduces a new single control model to assess whether to consolidate an investee. The Consolidated Entity has not determined the potential effect of the standard. AASB 119 Employee Benefits is amended for changes in accounting and disclosures of defined benefit superannuation plans; definitions of short- term and other long-term employee benefits affecting the measurement of the obligations; and the timing for recognition of termination benefits. The amendments become mandatory for the Consolidated Entity’s 31 August 2014 financial statements with specific transitional requirements. The potential effects on adoption of the amendments are yet to be determined. AASB 11 Joint Arrangements, when it becomes mandatory for the Consolidated Entity’s 31 August 2014 financial statements, introduces a principles based approach to accounting for joint arrangements. If the parties have rights to and obligations for underlying assets and liabilities, the joint arrangement is considered a joint operation and the parties will account for their share of revenue, expenses, assets and liabilities. Otherwise the joint arrangement is considered a joint venture and the parties must use the equity method to account for their interest. The Consolidated Entity has not determined the potential effect of the standard. The accounting policies set out below have been applied consistently to all periods presented in the consolidated financial report, and have been applied consistently across the Consolidated Entity. (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Bank. Control exists when the Bank has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to benefit from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial report from the date that control commences until the date that control ceases. In the Bank’s financial statements, investments in subsidiaries are carried at cost. (ii) Securitisation The Bank conducts a loan securitisation program whereby mortgage loans are packaged and sold to the REDS Securitisation and Warehouse Trusts (“RMBS Trusts”). The Bank also securitises Hire Purchase, Chattel Mortgages and Finance Leases which are packaged and sold to REDS EHP Securitisation Trusts (“REDS EHP Trusts”). BOQ ANNUAL REPORT 2012 63 Notes to the Financial Statements (continued) Year ended 31 August 2012 3. Significant accounting policies (continued) (a) Basis of consolidation (continued) Where a foreign currency transaction is part of a hedge relationship it is accounted for as above, subject to the Hedge Accounting rules set out in Note 3 (c) Derivatives, financial instruments and hedging. (ii) Securitisation (continued) Consolidated Entity The Consolidated Entity receives the residual income distributed by the RMBS and REDS EHP Trusts after all payments due to investors and associated costs of the program have been met and as a result the Consolidated Entity is considered to retain the risks and rewards of the RMBS Trusts and as a result do not meet the de-recognition criteria of AASB 139 Financial Instruments: Recognition and Measurement. The RMBS Trusts fund their purchase of the loans by issuing floating-rate debt securities. The securities are issued by the RMBS Trusts. These are represented as borrowings of the Consolidated Entity however the Consolidated Entity does not stand behind the capital value or the performance of the securities or the assets of the RMBS Trusts. The Consolidated Entity does not guarantee the payment of interest or the repayment of principal due on the securities. The loans subject to the securitisation program have been pledged as security for the securities issued by the RMBS Trusts. The Consolidated Entity is not obliged to support any losses that may be suffered by investors and does not intend to provide such support. To the extent that the Consolidated Entity does not substantially transfer all the risk and rewards associated with these assets, the level of the Consolidated Entity’s continuing involvement in these assets continues to be recognised. Bank Interest rate risk from the RMBS and REDS EHP Trusts is transferred back to the Bank by way of interest rate and basis swaps. Accordingly, under AASB 139 the original sale of the mortgages from the Bank to the RMBS Trusts does not meet the de-recognition criteria set out in AASB 139. The Bank continues to reflect the securitised loans in their entirety and also recognises a financial liability to the RMBS Trusts. The interest payable on the intercompany financial asset / liability represents the return on an imputed loan between the Bank and the Trusts and is based on the interest income under the mortgages, the fees payable by the Trusts and the interest income or expense not separately recognised under the interest rate and basis swaps transactions between the Bank and the Trusts. All transactions between the Bank and the Trusts are eliminated on consolidation. (iii) Transactions eliminated on consolidation Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. (iv) Derecognition of financial assets and liabilities Financial assets are derecognised when the contractual rights to receive cash flows from the assets have expired, or where the Bank has transferred its contractual rights to receive the cash flows of the financial assets and substantially all the risks and rewards of ownership. Financial liabilities are derecognised when they are extinguished, i.e. when the obligation is discharged, cancelled or expired. (b) Foreign currency Foreign currency transactions Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Australian dollars at the foreign exchange rate ruling at that date. Non-monetary items in a foreign currency that are measured at historical cost are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the profit and loss. Foreign operations The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Australian dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Australian dollars at exchange rates at the date of the transaction. Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve in equity. When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and are presented within equity in the foreign currency translation reserve. When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Bank disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. (c) Derivatives, financial instruments and hedging Derivatives The Consolidated Entity uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operating, financing and investing activities. In accordance with its treasury policy, the Consolidated Entity can hold derivative financial instruments for trading purposes. Derivatives that do not qualify for hedge accounting are accounted for as trading instruments. Derivative financial instruments are recognised initially at trade date fair value and are subsequently remeasured at fair value at the reporting date. The gain or loss on re-measurement is recognised immediately in profit or loss in the Statement of Comprehensive Income. However, when derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the hedge relationship discussed below. The fair value of interest rate swaps is the estimated amount that the Consolidated Entity would receive or pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties. The fair value of forward exchange contracts is their quoted market price at the balance sheet date, being the present value of the quoted forward price. The fair value of futures contracts is their quoted market price. (i) Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability of the cash flows of a recognised asset or liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other comprehensive income. The ineffective portion of any gain or loss is recognised immediately in profit or loss in the Statement of Comprehensive Income. If a hedge of a forecast transaction subsequently results in the recognition of a financial asset or a financial liability, then the associated gains and losses that were recognised directly in other comprehensive income are reclassified into profit or loss in the Statement of Comprehensive Income in the same period or periods in which the asset acquired or liability assumed affects the Statement of Comprehensive Income (i.e. when interest income or expense is recognised). When a hedging instrument expires or is sold, terminated or exercised, or the Consolidated Entity revokes designation of the hedge relationship but if the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, then the cumulative unrealised gain or loss is recognised immediately in profit or loss in the Statement of Comprehensive Income. 64 BOQ ANNUAL REPORT 2012 3. Significant accounting policies (continued) (c) Derivatives, financial instruments and hedging (g) Leases Finance Leases (continued) Derivatives (continued) (ii) Net investment hedge Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any foreign currency gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. To the extent the hedge is ineffective, a portion is recognised immediately in the Statement of Comprehensive Income within other income or other expenses. (iii) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the Statement of Comprehensive Income and are included in other income. The Bank has not designated any hedges as fair value hedges. Financial instruments The Bank classifies its financial instruments into one of the following two categories upon initial recognition: (i) Financial assets at fair value through the profit and loss Financial assets that are held as part of the Bank’s Trading Book (refer Note 11) are designated at fair value through the profit and loss. The Bank manages such financial assets and makes purchase and sale decisions based on their fair value in accordance with the Bank’s documented risk management or investment strategy. Upon initial recognition attributable transaction costs are recognised in profit or loss in the Statement of Comprehensive Income when incurred. Financial instruments at fair value through the profit and loss are measured at fair value, and changes therein are recognised in profit or loss in the Statement of Comprehensive Income. (ii) Available-for-sale Assets that are intended to be held for an indefinite period of time but which may be sold in response to changes in interest rates, exchange rates and liquidity needs are classified as available for sale. These assets are initially measured at fair value plus any directly attributable transaction costs, with any changes in fair value other than impairment losses (refer Note 3 (j)), being recognised in other comprehensive income until the asset is sold. Interest income received on these assets is recorded as net interest income and any realised gains or losses recorded in other income. (d) Cash and Liquid assets Cash and liquid assets comprise cash at branches, cash on deposit and balances with the Reserve Bank of Australia. (e) Receivables due from other financial institutions Receivables due from other financial institutions are recognised and measured at amortised cost and include nostro balances (an account held with a foreign bank usually in a foreign currency) and settlement account balances. (f) Loans and advances at amortised cost Loans and advances are originated by the Bank and are recognised upon cash being advanced to the borrower. Loans and advances are initially recognised at fair value plus incremental direct transaction costs and subsequently measured at each reporting date at amortised cost using the effective interest method. Refer Note 3 (j) for impairment of loans and advances. Finance leases in which the Bank is the lessor, are recorded in the Balance Sheet as loans and advances at amortised cost. They are recorded on the commencement of the lease as the net investment in the lease, being the present value of the minimum lease payments. The Consolidated Entity does not have finance leases as lessee. Operating Leases Operating leases in which the Bank is the lessee, are expensed on a straight- line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property. When an operating lease terminates before the lease period expires, any payment required to be made to the lessor by way of penalty, is recognised as an expense in the period in which termination takes place. (h) Property, plant and equipment Recognition and initial measurement Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and accumulated impairment losses. The cost of self- constructed assets includes the cost of materials, direct labour and an appropriate proportion of production overheads. Subsequent Costs Subsequent additional costs are only capitalised when it is probable that future economic benefits in excess of the originally assessed performance of the assets will flow to the Bank in future years. Where these costs represent separate components, they are accounted for as separate assets and are separately depreciated over their useful lives. Costs that do not meet the criteria for subsequent capitalisation are expensed as incurred. Subsequent Measurement The Bank has elected to use the cost model to measure property, plant and equipment after recognition. The carrying value is the initial cost less accumulated depreciation and any accumulated impairment losses. Depreciation Depreciation is charged to the profit or loss in the Statement of Comprehensive Income on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives in the current and comparative periods are as follows: IT equipment Plant, furniture and equipment Years 3–10 3–25 Leasehold improvements 10 (or term of lease if less) • • • The residual value, if not insignificant, is reassessed annually. (i) Intangible Assets Initial recognition and measurement Intangible assets are stated at cost less any accumulated amortisation and any impairment losses. Expenditure on internally generated goodwill, research costs and brands is recognised in the Statement of Comprehensive Income as an expense as incurred. Subsequent expenditure Subsequent expenditure on intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. BOQ ANNUAL REPORT 2012 65 Notes to the Financial Statements (continued) Year ended 31 August 2012 3. Significant accounting policies (continued) (i) Intangible Assets (continued) Goodwill Goodwill is the excess of the cost of acquisition over the fair value of the Bank’s share of the identifiable net assets of the acquired subsidiary. Any goodwill is tested annually for impairment, with any impairment taken directly to the profit or loss in the Statement of Comprehensive Income. Refer Note 3 (j). Consideration transferred included the fair values of the assets transferred, liabilities incurred by the Consolidated Entity to the previous owners of the acquired entity, and equity interests issued by the Consolidated Entity. Amortisation Except for goodwill, amortisation is charged to profit or loss in the Statement of Comprehensive Income on a straight-line basis over the estimated useful life of the intangible asset unless the life of the intangible asset is indefinite. Where applicable, intangible assets are amortised from the date they are available for use. The amortisation period and method are reviewed on an annual basis. The amortisation rates used in the current and comparative periods are as follows: • • Computer software Customer related intangibles and brands (j) Impairment Financial assets Years 5–12 3–10 Financial assets other than loans and advances at amortised cost The Consolidated Entity assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets, not carried at fair value through profit and loss, is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flow of that asset that can be estimated reliably. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of a security below its cost is considered as an indicator that the securities are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss in the Statement of Comprehensive Income - is reclassified from equity and recognised in profit or loss in the Statement of Comprehensive Income as a reclassification adjustment. Impairment losses recognised in profit or loss in the Statement of Comprehensive Income on equity instruments classified as available-for-sale are not reversed through the profit or loss in the Statement of Comprehensive Income. For available for sale debt securities, if any increase in the fair value can be related objectively to an event occurring after the impairment loss was recognised, then the impairment loss is reversed through profit or loss. Loans and advances and other assets at amortised cost If there is evidence of impairment for any of the Consolidated Entity’s financial assets carried at amortised cost, the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, excluding future credit losses that have not been incurred. The cash flows are discounted at the financial asset’s original effective interest rate. The loss is recognised in profit or loss. The Bank uses two methods for calculating impairment of loans and advances: (i) Specific impairment provisions Impairment losses on individually assessed loans and advances are determined on a case-by-case basis. If there is objective evidence that an individual loan or advance is impaired, then a specific provision for impairment is raised. The amount of the specific provision is based on the carrying amount of the loan or advance, including the security held against the loan or advance and the present value of expected future cash flows. Any subsequent write-offs for bad debts are then made against the specific provision for impairment. (ii) Collective impairment provisions Where no evidence of impairment has been identified for loans and advances, these loans and advances are grouped together on the basis of similar credit characteristics for the purpose of calculating a collective impairment loss. Collective impairment provisions are based on historical loss experience adjusted for current observable data. The amount required to bring the collective provision for impairment to its required level is charged to profit or loss in the Statement of Comprehensive Income. Non-financial assets Non-financial assets other than deferred tax assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For goodwill, and intangible assets with an indefinite life, the recoverable amount is estimated each year at the same time. The Bank conducts an annual internal review of non-financial asset values to assess for any indicators of impairment. If any indication of impairment exists, an estimate of the asset's recoverable amount is calculated. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets Cash Generating Units (“CGU”). An impairment loss is recognised in profit or loss in the Statement of Comprehensive Income for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit on a pro rata basis. This grouping is subject to an operating segment ceiling test. Non-financial assets, other than goodwill, that suffered impairment are tested for possible reversal of the impairment whenever events or changes in circumstances indicate that the impairment may have reversed. An impairment loss in respect of goodwill is not reversed. Calculation of recoverable amount The recoverable amount of a non-financial asset or CGU is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (k) Financial Liabilities Financial liabilities including current accounts, deposits, subordinated and convertible notes and term deposits are initially recognised at fair value plus transaction costs that are directly attributable to the issue of the financial liability and are subsequently measured at amortised cost using the effective interest method. Securitisation set-up costs relating to on-balance sheet assets are included with securitisation borrowings and amortisation is recorded as interest expense. The Bank classifies capital instruments as financial liabilities or equity instruments in accordance with the substance of the contractual terms of the instrument. (l) Employee benefits (i) Wages, Salaries and Annual Leave Liabilities for employee benefits for wages, salaries and annual leave represents present obligations resulting from employees’ services provided up to the reporting date, calculated at undiscounted amounts based on remuneration wage and salary rates that the Bank expects to pay as at reporting date including related on-costs. 66 BOQ ANNUAL REPORT 2012 3. Significant accounting policies (continued) (l) Employee benefits (continued) (ii) Long Service Leave The provision for employee benefits to long service leave represents the present value of the estimated future cash outflows to be made resulting from employee’s services provided to reporting date. The provision is calculated using expected future increases in wage and salary rates including related on-costs, and expected settlement dates based on turnover history and is discounted using the rates attached to national government bonds at reporting date which most closely match the terms of maturity of the related liabilities. (iii) Superannuation plan The Bank contributes to a number of defined contribution superannuation plans which comply with the Superannuation Contributions Act Legislation. Contributions are charged to profit or loss in the Statement of Comprehensive Income as they are made. (iv) Share based payments The Bank operates the following equity-settled compensation plans: • • Senior Management Option Plan (“SMOP”); and Award Rights Plan. The above plans allow Consolidated Entity employees to acquire shares in the Bank. The fair value of options and rights granted is recognised as an employee expense with a corresponding increase to the Employee Benefits Reserve. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options and rights. The fair value of the options and rights granted is measured using industry accepted option pricing methodologies, taking into account the terms and conditions upon which the options and rights are granted. The fair value of the options and rights is expensed over the vesting period. Where options and rights do not vest due to failure to meet a non market condition (e.g. employee service period) the expense is reversed. Where options and rights do not vest due to failure to meet a market condition (e.g. Total Shareholder Return test) the expense is not reversed. (m) Provisions A provision is recognised in the Balance Sheet when the Consolidated Entity has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, when appropriate, the risks specific to the liability. (n) Shares Ordinary Shares Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects. Preference Shares Preference share capital is classified as equity if it is non-redeemable or redeemable only at the Bank’s option, and any dividends are discretionary. Dividends thereon are recognised as distributions within equity upon declaration by the directors. Preference share capital is classified as a financial liability if it is redeemable on a specific date or at the option of the shareholders, or if dividend payments are not discretionary. Dividends thereon are recognised as interest expense in the Statement of Comprehensive Income as accrued. Treasury shares Ordinary shares of the Bank may be purchased from time to time by a subsidiary of the Bank authorised to do so under the Bank's Award Rights Plan. Where these shares remain unvested to employees they are treated as treasury shares and deducted from capital as required by AASB 132 Financial Instruments: Presentation and Disclosure. No profit or loss is recorded on purchase, sale, issue or cancellation of these shares. (o) Revenue Interest income and expense Interest income and expense for all interest-bearing financial instruments are recognised in the profit and loss using the effective interest rates of the financial assets or financial liabilities to which they relate. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial asset or financial liability (or, where appropriate, a shorter period, to the net carrying amount of the financial asset or financial liability). When calculating the effective interest rate, the Bank estimates cash flows considering all contractual terms of the financial instrument but not future credit losses. The calculation includes all amounts paid or received by the Bank that are an integral part of the effective interest rate, including transaction costs and all other premiums or discounts. Transaction costs include loan acquisition costs such as commissions paid to Owner Managed Branches and other intermediaries. Non-interest income Non-yield related lending application fees received are recognised as income when the loan is disbursed or the commitment to lend expires. Service fees that represent the recoupment of the costs of providing the service are recognised on an accruals basis when the service is provided. Lending fees that are considered an integral part of the effective interest rate are recognised within interest revenue on an effective interest rate basis. Fair value gains and losses from financial assets held at fair value are recognised in the Statement of Comprehensive Income immediately. Dividend income Dividends are recognised when control of a right to receive consideration is established. (p) Income tax Income tax comprises current and deferred tax. Income tax is recognised in profit or loss in the Statement of Comprehensive Income except to the extent that it relates to business combination, or items recognised directly in equity, or other comprehensive income. Current tax is the expected tax payable / receivable on the taxable income for the year, using tax rates enacted or substantially enacted at the Balance Sheet date, and any adjustment to tax payable / receivable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends. Deferred tax is provided using the Balance Sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the Balance Sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Tax Consolidation The Bank is the head entity in the tax consolidated group comprising all the Australian wholly-owned subsidiaries. The implementation date for the tax- consolidated group was 1 September 2003. BOQ ANNUAL REPORT 2012 67 Notes to the Financial Statements (continued) Year ended 31 August 2012 3. Significant accounting policies (continued) (p) Income tax (continued) Tax Consolidation (continued) Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax- consolidated group using a ‘group allocation’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries is assumed by the head entity in the tax consolidated group and are recognised as amounts payable (receivable) to (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the Bank as an equity contribution, or distribution from the subsidiary. The Bank recognises deferred tax assets arising from unused tax losses of the tax- consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the asset can be utilised. Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability is recognised by the head entity only. (r) Earnings per share Basic earnings per share (EPS) is calculated by dividing the net profit/(loss) attributable to members of the Consolidated Entity for the reporting period, after excluding any costs of servicing equity (other than ordinary shares), by the weighted average number of ordinary shares of the Bank, adjusted for any bonus issues. Diluted EPS is calculated by dividing the basic EPS earnings, adjusted by the after tax effect of financing costs associated with dilutive potential ordinary shares and the effect on revenues and expenses of conversion to ordinary shares associated with dilutive potential ordinary shares, by the weighted average number of ordinary shares and dilutive potential ordinary shares adjusted for any bonus issue. (s) Business Combinations Acquisitions on or after 1 July 2009 The Consolidated Entity has adopted revised AASB 3 Business Combinations (2008) and amended AASB 127 Consolidated and Separate Financial Statements (2008) for business combinations occurring in the financial year starting 1 July 2009. All business combinations occurring on or after 1 July 2009 are accounted for by applying the acquisition method. For every business combination, the Group identifies the acquirer, which is the combining entity that obtains control of the other combining entities or businesses. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Nature of tax funding and tax sharing arrangements Contingent Liabilities The Bank, in conjunction with other members of the tax-consolidated group, has entered into a tax funding agreement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding agreement requires payments to/from the head entity equal to the current tax liability (asset) assumed by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the Bank recognising an inter-entity payable (receivable) equal in amount to the tax liability (asset) assumed. Contributions to fund the current tax liabilities are payable as per the Tax Funding Arrangement and reflect the timing of the head entity's obligation to make payments for tax liabilities to the relevant tax authorities. The Bank, in conjunction with other members of the tax-consolidated group, has also entered into a Tax Sharing Agreement (“TSA”). The TSA provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any amounts under the TSA is considered remote. Taxation of Financial Arrangements ("TOFA") TOFA began to apply to the BOQ Tax Consolidated group on 1 July 2010. The regime aims to align the tax and accounting treatment of financial arrangements. The Tax Consolidated group made a transitional election to bring pre-existing arrangements into TOFA. The deferred tax in relation to the transitional adjustment that this created is being amortised equally over the four years from 1 September 2010. (q) Goods and services tax Revenues, expenses and assets are recognised net of the amount of goods and services tax (“GST”), except where the amount of GST incurred is not recoverable from the Australian Tax Office (“ATO”). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Balance Sheet. Cash flows are included in the statements of cash flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating cash flows. A contingent liability of the acquiree is assumed in a business combination only if such a liability represents a present obligation and arises from a past event, and its fair value can be measured reliably. Transactions Costs Transaction costs that the Group incurs in connection with a business combination, such as a finders fee, legal fees, due diligence fees and other professional and consulting fees are expensed as incurred. (t) General reserve for credit losses The Bank is required by the Australian Prudential Regulation Authority (“APRA”) to maintain a general provision for credit losses. As the Bank is unable to hold a general provision under current accounting standards, the Bank has created a general reserve for credit losses. The general reserve for credit losses and collective provision for impairment are aggregated for the purpose of satisfying the APRA requirement for a general reserve for credit losses. (u) Investment in jointly controlled operations The Bank’s investments in jointly controlled joint venture entities are accounted for under the equity method of accounting in the consolidated financial statements. These are entities in which the Bank has joint control over all operational decisions and activities. Under the equity method, the investments in joint ventures are recognised at the cost of acquisition and the carrying value is subsequently adjusted by the Bank’s share of the joint venture entity’s profit or loss and movement in post-acquisition reserves, after adjusting to align the accounting policies with that of the Bank. The Bank’s share of the joint venture entity’s net profit or loss is calculated based on the sale of land, together with any tax expense, and is brought to account based on the proportion of settled land sales contracts. (v) Life Insurance Business Principles for life insurance The life insurance operations of the Bank are conducted within separate funds as required by the Life Insurance Act 1995 and is reported in aggregate with the Shareholders’ Fund in the Statement of Comprehensive Income, Statement of Financial Position and Statement of Cash Flows of the Bank. The life insurance operations of the Bank comprise the selling and administration of life insurance contracts. 68 BOQ ANNUAL REPORT 2012 3. Significant accounting policies (continued) (v) Life Insurance Business (continued) Principles for life insurance (continued) Life insurance contracts involve the acceptance of significant insurance risk. Insurance risk is defined as significant if, and only if, an insured event could cause an insurer to pay significant additional benefits in any scenario, excluding scenarios that lack commercial substance (i.e. have no discernible effect on the economics of the transaction). Any products sold that do not meet the definition of a life insurance contract are classified as life investment contracts. Insurance contracts include those where the insured benefit is payable on the occurrence of a specified event such as death, injury or disability caused by accident or illness. The insured benefit is either not linked or only partly linked to the market value of the investments held by the Bank, and the financial risks are substantially borne by the Bank. Monies held in the statutory fund are subject to distribution and transfer restrictions and other requirements of the Life Insurance Act 1995. Under AASB 1038 the financial statements must include all assets, liabilities, revenues, expenses and equity, irrespective of whether they are designated as relating to shareholders or policyowners. Therefore, the Bank’s financial statements comprise the total of all statutory funds and the Shareholders' Fund. Insurance contract liability accounting policy Profits of the insurance contract business are brought to account on a Margin on Services ("MoS") basis in accordance with guidance provided by LPS 1.04: Valuation of Policy Liabilities as determined by Australian Prudential Regulation Authority ("APRA"). Under MoS, profit is recognised as fees are received and services are provided to policyholders. When fees are received but the service has not been provided, the profit is deferred. Losses are expensed when identified. Consistent with the principle of deferring unearned profit is the requirement to defer expenditure associated with the deferred profit. MoS permits costs associated with the acquisition of policies to be charged to profit or loss in the Statement of Comprehensive Income over the period that the policy will generate profits. Costs may only be deferred to the extent that a policy is expected to be profitable. Profit arising from life insurance is based on actuarial assumptions, and calculated as the excess of premiums and investment earnings less claims, operating expenses and the amortisation of acquisition costs that will be incurred over the estimated life of the policies. The profit is systematically recognised over the estimated time period the policy will remain in force. Under MoS, insurance contract liabilities may be valued using an accumulation approach where this does not result in a material difference to the projection approach. The accumulation approach is deemed appropriate by the directors and the appointed actuary. Under this approach, premiums received are deferred and earned in accordance with the underlying incidence of risk. Costs of acquiring insurance contracts, both direct and indirect, are deferred to the extent that related product groups are expected to be profitable. Where a related product group is not expected to be profitable, the insurance contract liability is increased by the excess of the present value of future expenses over future revenues. Claims expense – insurance contracts Claims incurred all relate to the provision of services, including the bearing of risks, and are treated as expenses. Claims are recognised when the liability to the policyholder under the policy contract has been established. Claims recognition is based upon: • • cost estimates for losses reported to the close of the financial year; and estimated incurred, but not reported losses, based upon past experience. Deferred acquisition costs Life insurance contracts The fixed and variable costs of acquiring new life insurance business are deferred to the extent that such costs are deemed recoverable from future premiums or policy charges. These costs include commission, policy issue and underwriting costs, certain advertising costs and other sales costs. Acquisition costs deferred are limited to the lesser of the actual costs incurred and the allowance for the recovery of such costs in the premium or policy charges. The actual acquisition costs incurred are recorded in profit or loss in the Statement of Comprehensive Income. The value and future recovery of these costs are assessed in determining policy liabilities. This has the effect that acquisition costs are deferred within the policy liability balance and amortised over the period that they will be recovered from premiums or policy charges. Critical Accounting Judgements and Estimates: The Bank’s insurance subsidiary makes estimates and assumptions that affect the reported amounts of assets and liabilities within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The areas where critical accounting judgements and estimates are applied are noted below. Policy liabilities Policy liabilities for life insurance contracts are computed using statistical or mathematical methods, which are expected to give approximately the same results as if an individual liability was calculated for each contract. The computations are made by suitably qualified personnel on the basis of recognised actuarial methods, with due regard to relevant actuarial principles. The methodology takes into account the risks and uncertainties of the particular classes of life insurance business written. The key factors that affect the estimation of these liabilities and related assets are: • • • The cost of providing benefits and administering these insurance contracts; Mortality and morbidity experience on life insurance products, including enhancements to policyholder benefits; and Discontinuance experience, which affects the Bank’s ability to recover the cost of acquiring new business over the lives of the contracts. In addition, factors such as regulation, competition, interest rates, taxes, securities market conditions and general economic conditions affect the level of these liabilities. Details of specific actuarial policies and methods are set out in Note 37. Revenue Recognition (w) Segment reporting Premiums in respect of life insurance contracts are recognised as revenue in the Statement of Comprehensive Income from the date of attachment of risk. Premiums with no due date are recognised as revenue on a received basis. Premiums with a regular due date are recognised as revenue on an accruals basis. Unpaid premiums are only recognised as revenue during the days of grace or where secured by the surrender value of the policy and are included in the intergroup balance in the Statement of Financial Position. Investment income is recognised on an accruals basis. Realised and unrealised gains and losses are included in the Statement of Comprehensive Income as investment income. The Bank determines and presents operating segments based on the information that is provided internally to the Managing Director, who is the Bank’s chief operating decision maker. An operating segment is a component of the Bank that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Bank’s other components. All operating segments’ operating results are regularly reviewed by the Bank’s Managing Director to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. Segment results that are reported to the Managing Director include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. BOQ ANNUAL REPORT 2012 69 Notes to the Financial Statements (continued) Year ended 31 August 2012 4. Operating income Interest income Loans and advances Securities at fair value Total interest income Interest expense Retail deposits Wholesale deposits and borrowings Total interest expense Net interest income Income from operating activities Other customer fees and charges Share of fee revenue paid to Owner Managed Branches Securitisation income Net income from financial instruments and derivatives at fair value Commission – insurance and financial planning Management fee – controlled entities Foreign exchange income – customer based Net profit/(loss) on sale of property, plant and equipment Other income Other operating income Net Insurance operating income Total operating income Consolidated Bank 2012 $m 2,345.1 251.1 2,596.2 1,025.8 918.9 1,944.7 651.5 106.1 (14.8) - 0.3 6.2 - 7.4 1.8 4.5 111.5 111.5 41.3 804.3 2011 $m 2,383.1 293.5 2,676.6 977.7 1,075.5 2,053.2 623.4 108.5 (15.2) 0.6 13.6 5.0 - 7.0 5.5 7.1 132.1 132.1 40.9 796.4 2012 $m 1,998.4 550.8 2,549.2 1,025.8 1,060.9 2,086.7 462.5 105.6 (14.8) 53.8 1.0 10.0 25.4 7.3 (0.5) 47.9 235.7 235.7 - 698.2 2011 $m 2,034.0 604.6 2,638.6 977.2 1,207.0 2,184.2 454.4 108.1 (15.2) 48.0 13.7 8.0 26.1 7.0 0.1 36.7 232.5 232.5 - 686.9 70 BOQ ANNUAL REPORT 2012 5. Expenses Operating expenses Advertising Commissions to Owner Managed Branches Communications and postage Printing and stationery Non-lending losses Processing costs Impairment(1) Other operating expenses Administrative expenses Professional fees Directors’ fees Other Computer costs Data processing Amortisation and impairment – computer software (intangible) Depreciation – IT equipment Occupancy expenses Lease rental Depreciation of plant, furniture, equipment and leasehold improvements Other Employee expenses Salaries and wages Superannuation contributions Amounts set aside to provision for employee entitlements Payroll tax Equity settled transactions Other Other Amortisation – acquired intangibles Integration costs(2) Expenses (1) (2) The prior year relates to property related equity investments. The prior year includes integration costs associated with the acquisition of St Andrews and BOQ Finance. Consolidated Bank 2012 $m 2011 $m 2012 $m 2011 $m 14.0 5.6 18.7 5.7 14.7 24.2 - 19.9 102.8 18.7 1.7 7.4 27.8 53.1 31.9 1.3 86.3 20.4 8.2 2.5 31.1 134.0 12.5 1.4 7.9 4.7 5.4 14.7 5.1 17.1 4.9 2.1 22.9 4.9 18.6 90.3 12.5 1.5 6.7 20.7 47.2 18.4 1.4 67.0 18.9 6.3 1.9 27.1 122.5 12.1 3.8 7.1 3.9 5.5 13.3 6.7 17.7 5.3 12.9 24.2 - 16.2 96.3 15.9 1.2 8.7 25.8 50.2 29.6 0.7 80.5 18.8 7.0 2.4 28.2 111.1 10.7 1.0 6.6 3.8 4.4 14.1 6.1 16.1 4.4 2.1 22.9 3.5 14.9 84.1 10.4 1.0 8.2 19.6 44.5 17.1 1.0 62.6 16.6 5.2 1.8 23.6 101.0 10.5 2.7 6.0 3.9 4.4 165.9 154.9 137.6 128.5 8.7 - 422.6 8.4 5.7 374.1 1.3 - 369.7 0.6 3.5 322.5 BOQ ANNUAL REPORT 2012 71 Notes to the Financial Statements (continued) Year ended 31 August 2012 6. Income tax expense Current tax expense Current year Adjustments for prior years Deferred tax expense Origination and reversal of temporary differences Total income tax expense / (benefit) Attributable to: Continuing Operations Deferred tax recognised in equity Equity raising costs Cash flow hedge reserve Other Numerical reconciliations between tax expense and pre-tax profit/(loss) Profit/(loss) before tax – continuing operations Profit/(loss) before tax Income tax using the domestic corporate tax rate of 30% (2011: 30%) Increase in income tax expense due to: Non-deductible expenses Decrease in income tax expense due to: Research and development expenses Other(1) Under / (Over) provided in prior years Income tax expense on pre-tax net profit/(loss) Consolidated Bank 2012 $m 67.2 3.3 70.5 (72.7) (72.7) (2.2) 2011 $m 115.1 (0.1) 115.0 (51.9) (51.9) 63.1 2012 $m 39.4 (3.6) 35.8 (63.4) (63.4) (27.6) 2011 $m 107.7 (4.3) 103.4 (48.1) (48.1) 55.3 (2.2) 63.1 (27.6) 55.3 (3.2) 3.5 (8.9) (8.6) (19.3) (19.3) (5.8) 4.3 - (4.3) (5.8) 3.6 (2.2) - 12.7 1.0 13.7 221.8 221.8 66.5 0.8 (0.6) (1.8) 64.9 (1.8) 63.1 (3.2) 3.5 3.9 4.2 (31.4) (31.4) (9.4) 0.3 - (18.7) (27.8) 0.2 (27.6) - 10.7 (0.2) 10.5 197.7 197.7 59.3 0.3 (0.6) (1.7) 57.3 (2.0) 55.3 (1) In the Bank, this includes the impact of dividends received from subsidiary Group members which are eliminated at a Group level and other non-assessable income. 72 BOQ ANNUAL REPORT 2012 7. Dividends Bank 2012 2011 Cents per share $m Ordinary shares Final 2011 dividend paid 2 December 2011 (2011: 2 December 2010) Interim 2012 dividend paid 25 May 2012 (2011: 25 May 2011) Preference shares recognised as liabilities RePS half-yearly dividend paid (2011: 15 October 2010) Preference shares not recognised as liabilities Half-yearly PEPS dividend paid on 17 October 2011 (2011: 15 October 2010) Half-yearly PEPS dividend paid on 16 April 2012 (2011: 15 April 2011) 28 26 - 250 234 63.1 79.0 142.1 - - 5.0 4.6 9.6 Since the end of the financial year, the directors have declared the following dividends: Cents per share • • PEPs half-yearly dividend (BOQPC) Final – ordinary shares (BOQ) 217 26 Dividend franking account 30% franking credits available to shareholders of the Bank for subsequent financial years Percentage franked % 100% 100% 100% 100% $m 4.3 80.3 Cents per share $m Percentage franked % 26 26 257 239 246 Percentage franked % 100% 100% 57.1 57.7 114.8 1.2 1.2 4.8 4.9 9.7 100% 100% 100% 100% 100% Date of payment 15 October 2012 8 December 2012 Bank 2012 $m 124.9 2011 $m 127.3 The above available amounts are based on the balance of the dividend franking account at year-end adjusted for: (a) franking debits that will arise from the refund of the amount of the current tax assets and franking credits arising from the payment of current tax liabilities; (b) franking debits that will arise from the payment of dividends subsequent to year-end; (c) franking credits that will arise from the receipt of dividends recognised as receivables at the year end; and (d) franking credits that the entity may be prevented from distributing in subsequent years. The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. All the franked dividends paid or declared by the Bank since the end of the previous financial year were franked at the tax rate of 30%. The balance of the Bank of Queensland Limited dividend franking account at the date of this report, after adjusting for franking credits and debits that will arise on payment of income tax and dividends relating to the year ended 31 August 2012, is $124.9 million credit calculated at the 30% tax rate (2011: $127.3 million credit). It is anticipated, based on these franking account balances that the Bank will continue to pay fully franked dividends in the foreseeable future. BOQ ANNUAL REPORT 2012 73 Notes to the Financial Statements (continued) Year ended 31 August 2012 8. Earnings per share Basic earnings per share Diluted earnings per share Earnings reconciliation Net profit/(loss) Less other equity instrument dividends Basic earnings Effect of distributions on convertible preference shares Diluted earnings Weighted average number of shares used as the denominator Number for basic earnings per share Ordinary shares Number for diluted earnings per share Ordinary shares Effect of award rights Effects of converting preference shares Effects of convertible notes(2) Consolidated 2012 cents (10.2c) (10.2c) 2012 $m (17.1) (9.6) (26.7) - (26.7) 2011 cents(1) 63.6c 60.3c 2011 $m 158.7 (9.7) 149.0 19.2 168.2 Consolidated 2012 Number 2011 Number(1) 263,815,724 234,035,934 263,815,724 234,035,934 1,343,916 770,019 - - 22,836,809 21,206,409 265,159,640 278,849,171 (1) (2) Comparatives for basic and diluted earnings per share have been adjusted for the effect of the rights issue that occurred during the current financial year. Refer to note 21 for Convertible Notes terms and conditions. 9. Cash and liquid assets Consolidated Bank 2012 $m 522.5 148.0 670.5 2011 $m 240.1 193.1 433.2 2012 $m 79.7 148.0 227.7 2011 $m 76.5 193.1 269.6 Notes, coin and cash at bank Remittances in transit 74 BOQ ANNUAL REPORT 2012 10. Due from other financial institutions Term deposits 11. Other financial assets At fair value through profit and loss Floating rates notes and bonds Negotiable certificates of deposit Deposits at call Bank accepted bills Promissory notes Investment securities available for sale Debt instruments Unlisted equity instruments Consolidated Bank 2012 $m 119.7 119.7 894.3 2,650.6 289.1 445.2 345.3 4,624.5 1,055.0 9.9 1,064.9 2011 $m 131.9 131.9 1,119.9 1,361.2 110.3 88.9 1,507.2 4,187.5 949.0 10.5 959.5 2012 $m 23.5 23.5 894.3 2,650.6 289.1 445.2 345.3 4,624.5 1,142.5 9.9 1,152.4 2011 $m 25.9 25.9 1,119.9 1,361.2 110.3 88.9 1,507.2 4,187.5 1,015.3 12.9 1,028.2 Total other financial assets 5,689.4 5,147.0 5,776.9 5,215.7 BOQ ANNUAL REPORT 2012 75 Notes to the Financial Statements (continued) Year ended 31 August 2012 12. Loans and advances at amortised cost Residential property loans – secured by mortgages Securitised residential property loans – secured by mortgages Personal loans Overdrafts Commercial loans Leasing finance Consolidated Bank 2012 $m 17,324.9 8,115.2 224.3 473.9 4,935.9 3,930.0 2011 $m 16,818.3 7,358.7 272.9 521.0 4,986.0 4,108.0 2012 $m 17,324.9 8,115.2 224.3 473.9 4,886.4 - 2011 $m 16,818.3 7,358.7 272.9 521.0 4,986.0 - Gross loans and advances at amortised cost 35,004.2 34,064.9 31,024.7 29,956.9 Less: Unearned lease finance income Collective provision for impairment Specific provisions for impairment Total loans and advances at amortised cost (444.1) (192.6) (220.3) (535.0) (80.1) (173.7) - (165.8) (204.3) 34,147.2 33,276.1 30,654.6 - (56.8) (154.4) 29,745.7 Loans and advances at amortised cost include the following finance lease receivables for leases of certain property and equipment where the Bank is the lessor: Gross investment in finance lease receivables: Less than one year Between one and five years More than five years Unearned finance income Net investment in finance leases The net investment in finance leases comprise: Less than one year Between one and five years More than five years Transfer of financial assets Consolidated Bank 2012 $m 609.6 3,245.7 74.7 3,930.0 (444.1) 3,485.9 575.1 2,853.7 57.1 3,485.9 2011 $m 610.5 3,403.5 94.0 4,108.0 (535.0) 3,573.0 558.6 2,944.1 70.3 3,573.0 2012 $m 2011 $m - - - - - - - - - - - - - - - - - - - - The Bank conducts a loan securitisation program whereby mortgage loans are packaged and sold to the REDS Securitisation and Warehouse Trusts (“RMBS Trusts”). A subsidiary of the Bank also securitises Hire Purchase, Chattel Mortgages and Finance Leases which are packaged and sold to REDS EHP Securitisation Trusts (“REDS EHP Trusts”). The Trusts fund their purchase of the assets by issuing floating-rate debt securities. The securities are issued by the Trusts. Neither Bank of Queensland Limited nor any other member of the Bank of Queensland group in any way stands behind the capital value or performance of the securitisation programs. The Bank does however provide the securitisation programs with arm’s length services and facilities including the management and servicing of the leases securitised. The Bank has no right to repurchase any of the securitised assets and no obligation to do so, other than in certain circumstances where there is a breach of warranty within 120 days of the sale or when certain criteria are met under the Clean up Provision per the Trust Deed Supplement. The Bank receives the residual income distributed by the Trusts after all payments due to investors and associated costs of the program have been met and as a result the Bank is considered to retain the risks and rewards of the Trusts. 76 BOQ ANNUAL REPORT 2012 12. Loans and advances at amortised cost (continued) The following table sets out the transferred financial assets and associated liabilities from conducting the securitisation program. Transferred financial assets Loans and advances at amortised cost Associated financial liabilities Amounts due to controlled entities For those liabilities that have recourse only to transferred assets: Fair value of transferred assets Fair value of associated liabilities 13. Provisions for impairment Specific provision: Balance at the beginning of the year Add: Expensed during the year Less: Amounts written off against specific provision Transfers from collective provision Unwind of discount Balance at the end of the year Collective provision: Balance at the beginning of the year Add: Expensed during the year Impairment losses written off Transfers to specific provision Balance at the end of the year Total provisions for impairment Consolidated Bank 2012 $m 2011 $m 2012 $m 2011 $m - - - - - - - - - - - - - - 5,100.8 5,100.8 (5,259.6) (5,259.6) 5,100.8 (5,259.6) (158.8) Consolidated Bank 2012 $m 173.7 227.8 (193.2) 34.8 (22.8) 220.3 80.1 173.2 (25.9) (34.8) 192.6 2011 $m 60.5 173.5 (60.3) - - 173.7 53.1 27.0 - - 80.1 2012 $m 154.4 190.2 (152.9) 34.8 (22.2) 204.3 56.8 169.7 (25.9) (34.8) 165.8 5,379.9 5,379.9 (5,476.8) (5,476.8) 5,379.9 (5,476.8) (96.9) 2011 $m 51.0 131.4 (28.0) - - 154.4 21.5 35.3 - - 56.8 412.9 253.8 370.1 211.2 BOQ ANNUAL REPORT 2012 77 Notes to the Financial Statements (continued) Year ended 31 August 2012 Leasehold improvements Plant, furniture and equipment IT equipment Capital works in progress $m $m $m $m 30.7 5.5 (0.9) 0.2 35.5 15.3 5.7 (0.4) 20.6 15.4 14.9 26.6 5.6 (1.0) 0.2 31.4 14.3 4.6 (0.4) 18.5 12.3 12.9 28.9 3.5 (0.7) 0.4 32.1 17.6 2.5 (0.3) 19.8 11.3 12.3 27.9 3.4 (0.7) 0.5 31.1 17.5 2.4 (0.2) 19.7 10.4 11.4 31.9 1.1 (0.1) 0.1 33.0 28.3 1.3 (0.1) 29.5 3.6 3.5 29.7 0.4 (0.1) - 30.0 27.8 0.7 - 28.5 1.9 1.5 0.7 0.3 - (0.7) 0.3 - - - - 0.7 0.3 0.7 0.3 - (0.7) 0.3 - - - - 0.7 0.3 Total $m 92.2 10.4 (1.7) - 100.9 61.2 9.5 (0.8) 69.9 31.0 31.0 84.9 9.7 (1.8) - 92.8 59.6 7.7 (0.6) 66.7 25.3 26.1 14. Property, plant and equipment 2012 Consolidated Cost Balance at the beginning of the financial year Additions Disposals Transfers between categories Balance at the end of the financial year Depreciation Balance at the beginning of the financial year Depreciation charge for the year Disposals Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year Bank Cost Balance at the beginning of the financial year Additions Disposals Transfers between categories Balance at the end of the financial year Depreciation Balance at the beginning of the financial year Depreciation charge for the year Disposals Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year 78 BOQ ANNUAL REPORT 2012 14. Property, plant and equipment (continued) 2011 Consolidated Cost Balance at the beginning of the financial year Additions Disposals Transfers between categories Balance at the end of the financial year Depreciation Balance at the beginning of the financial year Depreciation charge for the year Disposals Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year Bank Cost Balance at the beginning of the financial year Additions Disposals Transfers between categories Balance at the end of the financial year Depreciation Balance at the beginning of the financial year Depreciation charge for the year Disposals Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year Leasehold improvements Plant, furniture and equipment IT equipment Capital works in progress $m $m $m $m 24.0 6.4 (0.4) 0.7 30.7 11.1 4.5 (0.3) 15.3 12.9 15.4 21.0 5.3 (0.4) 0.7 26.6 11.1 3.5 (0.3) 14.3 9.9 12.3 25.7 4.1 (1.0) 0.1 28.9 16.7 1.8 (0.9) 17.6 9.0 11.3 25.0 3.8 (1.0) 0.1 27.9 16.7 1.7 (0.9) 17.5 8.3 10.4 29.7 2.4 (0.2) - 31.9 27.1 1.4 (0.2) 28.3 2.6 3.6 29.4 0.5 (0.2) - 29.7 27.0 1.0 (0.2) 27.8 2.4 1.9 1.0 0.5 - (0.8) 0.7 - - - - 1.0 0.7 1.0 0.5 - (0.8) 0.7 - - - - 1.0 0.7 Total $m 80.4 13.4 (1.6) - 92.2 54.9 7.7 (1.4) 61.2 25.5 31.0 76.4 10.1 (1.6) - 84.9 54.8 6.2 (1.4) 59.6 21.6 25.3 BOQ ANNUAL REPORT 2012 79 Notes to the Financial Statements (continued) Year ended 31 August 2012 15. Deferred tax assets and liabilities Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Assets Liabilities Net 2012 $m 6.4 - - - - 125.2 13.7 - 8.1 0.6 154.0 3.0 - - 111.0 12.2 - 7.8 - 134.0 2011 $m 4.7 - - - - 75.9 10.2 - 7.6 - 98.4 0.8 - - 63.4 9.0 - 6.6 1.5 81.3 2012 $m - (17.6) (1.7) (1.2) (4.9) - - (0.2) (2.7) - (28.3) - (19.1) (5.0) - - (0.2) - (4.8) (29.1) 2011 $m - (30.0) (2.8) (2.5) (8.8) - - (0.6) (6.4) (5.6) (56.7) - (26.8) (8.9) - - (0.6) (2.4) - (38.7) 2012 $m 6.4 (17.6) (1.7) (1.2) (4.9) 125.2 13.7 (0.2) 5.4 0.6 125.7 3.0 (19.1) (5.0) 111.0 12.2 (0.2) 7.8 (4.8) 104.9 Consolidated Bank 2012 $m 67.8 45.6 7.5 120.9 2011 $m 39.9 58.8 5.7 104.4 2012 $m 66.2 211.7 - 277.9 2011 $m 4.7 (30.0) (2.8) (2.5) (8.8) 75.9 10.2 (0.6) 1.2 (5.6) 41.7 0.8 (26.8) (8.9) 63.4 9.0 (0.6) 4.2 1.5 42.6 2011 $m 38.4 213.5 - 251.9 Consolidated Accruals Capitalised expenditure Intangibles Leasing Property, plant, equipment and software Provision for impairment Provisions other Receivables Other Equity reserves Tax assets / (liabilities) Bank Accruals Capitalised expenditure Property, plant, equipment and software Provision for impairment Provisions other Receivables Other Equity reserves Tax assets / (liabilities) 16. Other assets Accrued interest Other debtors and prepayments Operating lease assets 80 BOQ ANNUAL REPORT 2012 17. Intangible assets Consolidated Customer related intangibles and brands $m Computer software $m 2012 Goodwill $m Cost Balance at the beginning of the financial year Other additions Impairment Balance at the end of the financial year Amortisation and impairment losses Balance at the beginning of the financial year Amortisation for the year Impairment Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year 444.4 107.4 - - - - 190.3 21.6 (8.1) 444.4 107.4 203.8 - - - - 46.3 14.4 - 121.6 24.6 (2.0) 60.7 144.2 444.4 444.4 61.1 46.7 68.7 59.6 Bank Other $m Total $m Goodwill $m Customer contracts $m Computer software $m Other $m Total $m 7.3 0.1 - 7.4 1.5 2.0 - 3.5 5.8 3.9 749.4 21.7 (8.1) 763.0 169.4 41.0 (2.0) 208.4 580.0 554.6 8.1 - - 8.1 - - - - 8.1 8.1 5.0 - - 5.0 5.0 - - 5.0 - - 181.0 18.1 (8.1) 191.0 120.2 22.3 (2.0) 140.5 60.8 50.5 2.0 0.1 - 2.1 0.3 1.1 - 1.4 1.7 0.7 196.1 18.2 (8.1) 206.2 125.5 23.4 (2.0) 146.9 70.6 59.3 BOQ ANNUAL REPORT 2012 81 Notes to the Financial Statements (continued) Year ended 31 August 2012 17. Intangible assets (continued) Consolidated Customer related intangibles and brands $m Computer software $m 2011 Goodwill $m Cost Balance at the beginning of the financial year Other additions Disposals Balance at the end of the financial year Amortisation and impairment losses Balance at the beginning of the financial year Amortisation for the year Disposals Balance at the end of the financial year Carrying amounts Carrying amount at the beginning of the financial year Carrying amount at the end of the financial year 444.4 107.4 - - - - 170.9 19.4 - 444.4 107.4 190.3 - - - - 444.4 444.4 31.3 15.0 - 46.3 76.1 61.1 103.2 18.4 - 121.6 67.7 68.7 Bank Other $m Total $m Goodwill $m Customer contracts $m Computer software $m Other $m Total $m 5.3 2.0 - 7.3 0.2 1.3 - 1.5 5.1 5.8 728.0 21.4 - 749.4 134.7 34.7 - 169.4 593.3 580.0 8.1 - - 8.1 - - - - 8.1 8.1 5.0 - - 5.0 4.7 0.3 - 5.0 0.3 - 169.3 11.7 - 181.0 103.1 17.1 - 120.2 66.2 60.8 - 2.0 - 2.0 - 0.3 - 0.3 - 1.7 182.4 13.7 - 196.1 107.8 17.7 - 125.5 74.6 70.6 Impairment testing of the cash generating units containing goodwill The aggregate carrying amounts of goodwill are: Consolidated Bank 2012 $m 12.9 8.1 24.0 399.4 444.4 2011 $m 12.9 8.1 24.0 399.4 444.4 2012 $m - 8.1 - - 8.1 2011 $m - 8.1 - - 8.1 BOQ Equipment Finance Limited Orix debtor finance division Pioneer Permanent Building Society Limited Home Building Society Ltd 82 BOQ ANNUAL REPORT 2012 17. Intangible assets (continued) Goodwill on acquisition of Home Building Society Ltd and Pioneer Permanent Building Society Limited has been allocated to the Banking cash generating unit (“CGU”) and all other goodwill allocated to the BOQ Finance CGU. The impairment test for goodwill is performed by comparing the CGUs carrying amount with its recoverable amount. The recoverable amount is based on the CGU’s value in use for both CGUs. Value in use was determined by discounting the future cash flows generated from the continued use of the CGU and was based on the following assumptions: • • • • cash flows based on the retail banking segments 3 year projections (2011: 3 years); a medium term growth rate of 9% (2011: 10%) for the 7 years subsequent to these projections; a terminal value at year 10 based on a long term growth rate of 3.0% (2011: 2.5%) and a terminal price earnings multiple of 22.9 (2011: 10.7) times earnings; and a pre tax discount rate of 13.8 % (2011: 16.9%). The values assigned to the key assumptions represent management’s assessments of future trends in retail banking and are based on both external sources and internal sources. Management has identified two key assumptions for which there could be a reasonably possible change that could cause the carrying amount to exceed the recoverable amount for the Banking CGU. The table below shows the amount that these two assumptions are required to change individually in order for the estimated recoverable amount to be equal to the carrying amount. Pre tax discount rate Forecast profit growth rate 18. Due to other financial institutions Amounts payable – at call 19. Deposits Deposits at call Term deposits Certificates of deposit Total Concentration of deposits: Retail deposits Wholesale deposits Total Deposits are well-diversified across industries and regions. All deposits are sourced in Australia. 2012 % 8 8 2011 % 12 17 Consolidated Bank 2012 $m 2011 $m 2012 $m 2011 $m 177.8 169.2 177.8 169.2 8,134.9 16,753.6 6,283.4 31,171.9 22,270.0 8,901.9 31,171.9 8,615.2 13,269.5 7,741.9 29,626.6 20,317.9 9,308.7 29,626.6 8,216.6 16,788.7 6,283.4 31,288.7 22,351.6 8,937.1 31,288.7 8,863.8 13,269.5 7,741.9 29,875.2 20,566.5 9,308.7 29,875.2 BOQ ANNUAL REPORT 2012 83 Notes to the Financial Statements (continued) Year ended 31 August 2012 20. Provisions Employee benefits(1) Directors' retiring allowance(2) Leases Restructuring Other(3) Total Consolidated Bank 2012 $m 16.1 0.2 0.8 - 27.0 44.1 2011 $m 15.8 0.2 0.4 0.8 13.0 30.2 2012 $m 13.3 0.2 0.4 - 19.6 33.5 (1) (2) (3) Employee benefits provisions consist of annual leave and long service leave entitlements for employees. The directors’ retiring allowance has been frozen as at 31 August 2003 and will only be increased in line with CPI movements. Other provisions include provision for non-lending losses and, in the Consolidated Entity, insurance claims reserves. Movements in provisions Movements in each class of provision during the year, other than employee benefits, are as follows: 2012 Carrying amount at beginning of year Additional provision recognised Payments made Carrying amount at end of year 2011 Carrying amount at beginning of year Additional provision recognised Payments made Carrying amount at end of year Consolidated Bank Leases $m Restructuring $m 0.4 0.5 (0.1) 0.8 0.4 0.3 (0.3) 0.4 0.8 0.3 (1.1) - Consolidated 4.5 - (3.7) 0.8 Other $m 13.0 15.8 (1.8) 27.0 12.1 1.9 (1.0) 13.0 Leases $m Restructuring $m 0.1 0.4 (0.1) 0.4 0.4 - (0.3) 0.1 0.8 0.3 (1.1) - Bank 4.5 - (3.7) 0.8 21. Borrowings including subordinated notes The Consolidated Entity recorded the following movements on borrowings including subordinated notes: Securitisation liabilities(1) $m EMTN Program $m ECP Program $m Borrowings including subordinated notes(2) $m Syndicated Loan $m 5,525.6 1,950.4 (1,667.1) (4.0) 5.1 (17.4) 5,792.6 20.6 22.0 (10.0) - - 0.4 33.0 378.4 911.6 (1,127.0) - - 6.6 169.6 541.2 50.8 (91.9) - - - 500.1 185.2 - - - - 7.6 192.8 Year ended 31 August 2012 Balance at beginning of year Proceeds from issues Repayments Deferred establishment costs Amortisation of deferred costs Foreign exchange translation Balance at end of the year 84 BOQ ANNUAL REPORT 2012 2011 $m 13.2 0.2 0.1 0.8 7.2 21.5 Other $m 7.2 14.2 (1.8) 19.6 7.1 1.1 (1.0) 7.2 Total $m 6,651.0 2,934.8 (2,896.0) (4.0) 5.1 (2.8) 6,688.1 21. Borrowings including subordinated notes (continued) Securitisation liabilities(1) $m EMTN Program $m ECP Program $m Borrowings including subordinated notes(2) $m Preference shares(3) $m Syndicated Loan $m Year ended 31 August 2011 Balance at beginning of year Proceeds from issues Repayments Deferred establishment costs Amortisation of deferred costs Foreign exchange translation Balance at end of the year 5,776.1 972.8 (1,247.3) (2.4) 5.7 20.7 5,525.6 81.7 10.9 (62.9) - - (9.1) 20.6 472.6 1,885.9 (1,964.5) - - (15.6) 378.4 494.4 279.9 (233.1) - - - 541.2 47.2 - (47.2) - - - - 300.3 198.2 (264.4) - - (48.9) 185.2 The Bank recorded the following movements on borrowings including subordinated notes: Year ended 31 August 2012 Balance at beginning of year Proceeds from issues Repayments Foreign exchange translation Balance at end of the year EMTN Program $m ECP Program $m Borrowings including subordinated notes $m Syndicated Loan $m 20.6 22.0 (10.0) 0.4 33.0 378.4 911.6 (1,127.0) 6.6 169.6 539.6 49.9 (89.6) - 499.9 185.2 - - 7.6 192.8 Total $m 7,172.3 3,347.7 (3,819.4) (2.4) 5.7 (52.9) 6,651.0 Total $m 1,123.8 983.5 (1,226.6) 14.6 895.3 (1) (2) Securitisation liabilities are secured by a floating charge over securitised assets for amounts owing to noteholders and any other secured creditors of the securitisation vehicles. The Convertible Notes issued were in three tranches of $60 million (“Tranche 1”), $45 million (“Tranche 2”) and $45 million (“Tranche 3”), and are cumulative, convertible, subordinated notes due June 2020, and pay, subject to a solvency condition, a monthly coupon equal to the 30 day bank bill rate plus 400 basis points. The Convertible Notes are unlisted. Tranche 2 and Tranche 3 were redeemed during the current financial year. The Convertible Notes for Tranche 1 (after extension) convert into a variable number of BOQ ordinary shares on 10 November 2012, or each monthly interest payment date thereafter, at the holders’ option, or earlier following the occurrence of certain events. The Convertible Notes will be redeemable for Tranche 1 at the option of the holder and also BOQ. (3) The bank converted the RePs into fully paid ordinary shares on 15 October 2010. The Bank recorded the following movements on borrowings including subordinated notes: Year ended 31 August 2011 Balance at beginning of year Proceeds from issues Repayments Foreign exchange translation Balance at end of the year EMTN Program $m ECP Program $m Borrowings including subordinated notes $m Preference shares(1) $m Syndicated Loan $m 81.7 10.9 (62.9) (9.1) 20.6 472.6 1,885.9 (1,964.5) (15.6) 378.4 490.5 279.9 (230.8) - 539.6 47.2 - (47.2) - - 300.3 198.2 (264.4) (48.9) 185.2 Total $m 1,392.3 2,374.9 (2,569.8) (73.6) 1,123.8 (1) The bank converted the RePs into fully paid ordinary shares on 15 October 2010. BOQ ANNUAL REPORT 2012 85 Notes to the Financial Statements (continued) Year ended 31 August 2012 22. Capital and Reserves (a) Ordinary shares Movements during the year Balance at the beginning of the year – fully paid Dividend reinvestment plan Conversion of REPs to ordinary shares Institutional placement and entitlement offer(1) Retail entitlement offer(1) Balance at the end of the year – fully paid Treasury shares (included in ordinary shares above) Balance at the beginning of the year Net acquisitions and disposals during the year Balance at the end of the year Consolidated Bank 2012 Number 2011 Number 2012 Number 2011 Number 225,369,848 215,685,428 225,369,848 215,685,428 8,991,342 5,324,724 8,991,342 - 4,359,696 - 47,690,067 26,746,268 - - 47,690,067 26,746,268 5,324,724 4,359,696 - - 308,797,525 225,369,848 308,797,525 225,369,848 906,311 (39,018) 867,293 583,080 323,231 906,311 108,000 196,580 304,580 108,000 - 108,000 (1) In April / May, the Bank completed a capital raising by way of Institutional Placement, Institutional Entitlement and Retail Entitlement offers of full paid ordinary shares at an issue price of $6.05 per share. Terms and conditions Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings. In the event of winding up of the Bank, ordinary shareholders rank after PEPS shareholders and creditors and are fully entitled to any proceeds of liquidation. (b) Perpetual Equity Preference Shares (“PEPS”) Balance at beginning of the year – fully paid Balance at end of the year – fully paid Terms and conditions Consolidated Bank 2012 Number 2011 Number 2012 Number 2011 Number 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 The PEPS are fully paid, redeemable, perpetual, non-cumulative preference shares. Dividends are non-cumulative and payable semi-annually at the discretion of directors and subject to certain conditions being met, such as sufficient distributable profit. The Consolidated Entity is entitled to redeem, buy-back or cancel the preference shares on a call date (5 years from issue date 17 December 2007) and each subsequent dividend payment date, subject to the prior written approval from APRA. The Consolidated Entity is also entitled to redeem the preference shares on the occurrence of a regulatory event, tax event or a control event. The preference shareholders have no right to demand redemption of the preference shares but they are entitled to receive a liquidation amount being equal to the issue price plus all dividends due but unpaid. PEPS are subordinate to all creditors and depositors and rank ahead of ordinary shareholders for return of capital on liquidation. 86 BOQ ANNUAL REPORT 2012 22. Capital and Reserves (continued) (c) Nature and purpose of reserves Employee benefits reserve The employee equity benefits reserve is used to record the value of share based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 31 for further details of these plans. General reserve for credit losses Refer to significant accounting policies Note 3 (t). Available-for-sale reserve Changes in the fair value of investments, such as bonds and floating rate notes classified as available-for-sale financial assets, are recognised in other comprehensive income as described in Note 3(c) and accumulated in a separate reserve within equity. Amounts are reclassified to profit or loss when the associated assets are sold or impaired. Cash flow hedge reserve The hedging reserve is used to record gains or losses on a hedging instrument in a cash flow hedge that are recognised in other comprehensive income, as described in Note 3(c). Amounts are reclassified to profit or loss when the associated hedged transaction affects profit or loss. Translation reserve As described in Note 3(b) and (c), the translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations, as well as from the movement in fair value of derivatives that hedge the Bank’s net investment in a foreign subsidiary. 23. Segment reporting Segment information For management purposes, the bank is organised into three operating segments based on products and services: Banking Retail banking, commercial, personal, small business loans, savings and transaction accounts and treasury. Insurance Life insurance and income protection insurance. BOQ Finance Equipment finance, vendor finance and debtor finance. Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss which in certain respects is measured differently from operating profit or loss in the consolidated financial statements. Income taxes are managed within the individual operating segments and thus disclosed this way. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties. No revenue from transactions with a single external customer or counterparty amounted to 10% or more of the Bank’s total revenue in 2012 or 2011. (a) Information about reportable segments The following table presents income and profit/(loss) and certain asset and liability information regarding the bank’s operating segments. Income External Inter-segment Total operating income Segment profit/(loss) before income tax Income tax expense Segment profit/(loss) after income tax Results Interest income Interest expense Depreciation and amortisation Impairment losses Assets Liabilities Banking Insurance BOQ Finance Segment Total 2012 $m 2011 $m 2012 $m 2011 $m 2012 $m 2011 $m 2012 $m 2011 $m 609.0 6.6 615.6 (111.0) (28.1) (82.9) 604.9 5.9 610.8 129.0 34.9 94.1 2,258.8 1,750.1 37.5 365.6 38,015.3 35,452.0 2,336.5 1,850.0 22.9 165.3 36,122.6 33,878.7 40.9 - 40.9 26.4 6.3 20.1 1.4 2.4 0.7 - 210.7 166.0 40.3 - 40.3 26.1 8.2 17.9 - 2.6 0.5 - 198.7 161.8 156.2 - 156.2 67.4 20.2 47.2 338.4 194.6 3.2 35.4 3,571.8 3,280.2 153.2 - 153.2 69.1 20.7 48.4 342.7 203.2 2.6 35.2 3,590.9 3,307.0 806.1 6.6 812.7 (17.2) (1.6) (15.6) 798.4 5.9 804.3 224.2 63.8 160.4 2,598.6 1,947.1 41.4 401.0 41,797.8 38,898.2 2,679.2 2,055.8 26.0 200.5 39,912.2 37,347.5 BOQ ANNUAL REPORT 2012 87 Notes to the Financial Statements (continued) Year ended 31 August 2012 23. Segment reporting (continued) (b) Reconciliations Segment total Elimination of inter-segment revenue Less other consolidation eliminations Consolidated total Segment total Less elimination of inter-company bank accounts Less other inter-company eliminations Consolidated total (c) Geographical segments Revenue Profit/(loss) before tax 2012 $m 812.7 (6.6) (1.8) 804.3 2011 $m 804.3 (5.9) (2.0) 796.4 2012 $m (17.2) - (2.1) (19.3) 2011 $m 224.2 - (2.4) 221.8 Assets Liabilities 41,797.8 39,912.2 38,898.2 37,347.5 (43.3) 3.5 (20.1) 8.7 (43.3) 3.9 (20.1) (0.2) 41,758.0 39,900.8 38,858.8 37,327.2 The Consolidated Entity’s business segments operate principally in Australia, with the majority of customers being in Queensland, with the exception of leasing assets which are spread throughout Australia and New Zealand. 24. Risk management The Consolidated Entity adopts a “managed risk” approach to its banking and insurance activities. As such, the articulation of a risk aware culture is prevalent throughout the Consolidated Entity’s credit, liquidity, market, operational, insurance risk and compliance policies and procedures. The Board has adopted policies in relation to the assessment, management and monitoring of these risks and ownership of the frameworks within which these risks are managed, reside with the Chief Risk Officer. The Chief Risk Officer contributes towards the achievement of the Consolidated Entity’s corporate objectives through the operationalisation and progressive development of the Bank’s risk management function. In particular, improvement of the risk management function is focussed in a number of areas: 1. 2. 3. 4. 5. the efficiency and effectiveness of the Consolidated Entity’s credit, liquidity, market, operational risk and compliance management process controls and policies to support improved competitive advantage, support growth and enable improved cost controls; to provide management and the Board with risk reporting that contributes to the further development of sound corporate governance standards; to maintain regulatory compliance in line with regulators’ expectations; to provide a sound basis from which the Bank can progress to the required compliance level under the Basel II accord; and to contribute to the Consolidated Entity achieving risk based performance management. Group Risk is an independent function and is responsible for providing the framework, policies and procedures for managing credit, liquidity, market, operational risk and compliance throughout the Group. Policies are set in line with the governing strategy and risk guidelines set by the Board. Monitoring The Consolidated Entity’s enterprise risk management framework incorporates active management and monitoring of a range of risks including (but not limited to): 1. Market 2. 3. 4. 5. Credit Operational Liquidity Insurance (a) Market risk Market risk is the risk that movements in market rates and prices will result in profits or losses to the Bank. The objective of market risk management is to manage and control market risk. (i) Interest rate risk management The management of interest rate market risk is separated into balance sheet (non-traded) and traded market risk. Balance sheet (non-traded) market risk The operations of the Bank are subject to the risk of interest rate fluctuations as a result of mismatches in the timing of the repricing of interest rates on the Bank’s assets and liabilities. It is the principal objective of the Bank’s asset/liability management process to maximise levels of net interest income whilst limiting the effects of volatile and unpredictable movements in interest rates. To achieve these objectives, the Bank uses derivative financial instruments, principally interest rate swaps, forward rate agreements and futures. 88 BOQ ANNUAL REPORT 2012 24. Risk management (continued) (a) Market risk (continued) (i) Interest rate risk management (continued) The current policy of the Bank is to eliminate market risk in the balance sheet where practical and to consciously establish specific positions within conservative limits for changes in value of the residual risk. A 1% parallel shock in the yield curve is used to determine the potential adverse change in net interest income in the ensuing 12 month period. This is a standard risk quantification measure used by the Bank. A number of supplementary scenarios comprising variations in size and duration of interest rate moves together with changes in the balance sheet size and mix are also used to provide a range of net interest income outcomes. The figures in the table below indicate the potential increase in net interest income for an ensuing 12 month period. The change is expressed as a percentage and dollar impact of expected net interest earnings based on a 1% parallel positive shock. Consolidated and Bank Exposure at the end of the year Average monthly exposure during the year High month exposure during the year Low month exposure during the year Traded market risk 2012 % 0.61 0.91 1.88 0.06 2011 % 0.67 2.26 3.47 0.17 2012 $m 4.9 7.3 15.3 0.5 2011 $m 5.3 17.9 27.5 1.3 Market risks attributable to trading activities are primarily measured using Value-at-risk (“VaR) based on historical simulation methodology. BOQ estimates VaR as the potential loss in earnings from adverse market movements and is calculated over a 1-day time horizon to a 99% confidence level using 1 year of historical data. VaR takes account of all material market variables that may cause a change in the value of the trading portfolio. Although an important tool for the measurement of market risk, the assumptions underlying the model have some limitations: • • • VaR typically understates the losses that may occur beyond the 99% confidence level; The reliance of historical data may prove insufficient to predict the severity of possible outcomes; A 1-day holding period assumes that it is possible to hedge or dispose of positions within that period. For certain illiquid assets or in certain market situations this might not be possible. As VaR is a statistical measure and only attempts to cover losses to a 99% confidence level, the Bank supplements this analysis with stress testing. Stress testing attempts to adequately assess the risks inherent in its trading activities by applying appropriate scenario analyses, whilst not addressing the likelihood of those outcomes. As an overlay, the individual market risks of interest rate and credit sensitivities are monitored and measured against limits delegated by ALCO. The interest rate VaR for the Bank’s trading portfolio for the year was as follows: Trading VaR Average Maximum Minimum (ii) Foreign exchange risk 2012 $m 0.61 1.56 0.08 2011 $m 0.33 0.98 0.05 It is the Bank’s policy not to carry material foreign exchange rate exposures. At balance date there are no material foreign exchange rate exposures. The Bank uses cross currency swaps and foreign exchange forwards to hedge its exchange rate exposures arising from borrowing off-shore in foreign currencies. The Bank uses forward foreign exchange contracts to hedge potential exchange rate exposures created by customer-originated foreign currency transactions. The Bank’s investment in its New Zealand subsidiary is hedged by forward foreign exchange contracts which mitigate the currency risk arising from the subsidiary’s net assets. (b) Credit risk Credit risk arises in the business from lending activities, the provision of guarantees including letters of credit and commitments to lend, investment in bonds and notes, financial market transactions and other associated activities. Credit risk is the potential loss arising from the possibility that customers or counterparties fail to meet contractual payment obligations to the Bank as they fall due. The Board of Directors have implemented a structured framework of systems and controls to monitor and manage credit risk comprising: • • • documented credit risk management principles which are disseminated to all staff involved with the lending process; documented policies; a process for approving risk, based on tiered delegated approval authorities, whereby the largest exposures are assessed by a committee consisting of Group Executives and senior risk managers chaired by the Chief Risk Officer; BOQ ANNUAL REPORT 2012 89 Notes to the Financial Statements (continued) Year ended 31 August 2012 24. Risk management (continued) (b) Credit risk (continued) • • risk grading the Bank’s commercial exposures for facilities greater than $100,000 based on items inclusive of financial performance and stability, organisational structure, industry segment and security support. Exposures within this segment of the portfolio are generally subject to annual review including reassessment of the assigned risk grade; an automated scorecard approval model for the Bank’s retail portfolio inclusive of home loans, personal loans, and lines of credit. This model is supported by experienced Risk Assessment Managers; and • a series of management reports detailing industry concentrations, counterparty concentrations, loan grades and security strength ratings. The Consolidated Entity uses derivative financial instruments to hedge its exposure to foreign exchange and interest rate risks arising from operating, financing and investing activities. In accordance with its treasury policy, the Consolidated Entity can hold derivative financial instruments for trading purposes. Credit risk on derivative contracts is minimised as counterparties are recognised financial intermediaries with acceptable credit ratings determined by a recognised rating agency. Maximum exposure to credit risk The amounts disclosed are the maximum exposure to credit risk, before taking account of any collateral held or other credit enhancements. For financial assets recognised on the balance sheet, the exposure to credit risk equals their carrying amount. For customer commitments, the maximum exposure to credit risk is the full amount of the committed facilities as at reporting date. The carrying amount of the Consolidated Entity’s and Bank’s financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Cash and liquid assets Due from other financial institutions Other financial assets (including accrued interest) Derivative financial instruments Financial assets other than loans and advances Gross loans and advances at amortised cost Total financial assets Customer commitments(1) Total potential exposure to credit risk (1) Refer to Note 30(b) for full details of customer commitments. Distribution of financial assets by credit quality Neither past due or impaired Gross loans and advances at amortised cost Financial assets other than loans and advances Past due but not impaired Gross loans and advances at amortised cost Impaired Gross loans and advances at amortised cost Consolidated Bank 2012 $m 670.5 119.7 5,757.2 276.1 6,823.5 35,004.2 41,827.7 1,349.8 43,177.5 2011 $m 433.2 131.9 5,186.9 126.8 5,878.8 34,064.9 39,943.7 1,166.2 41,109.9 2012 $m 227.7 23.5 5,843.1 276.1 6,370.4 31,024.7 37,395.1 839.6 38,234.7 2011 $m 269.6 25.9 5,254.1 126.8 5,676.4 29,956.9 35,633.3 757.4 36,390.7 Consolidated Bank 2012 $m 2011 $m 2012 $m 2011 $m 32,993.3 6,823.5 31,892.0 5,878.8 29,143.3 6,370.4 27,952.2 5,676.4 1,485.6 1,728.6 1,380.9 1,588.8 525.3 41,827.7 444.3 39,943.7 500.5 37,395.1 415.9 35,633.3 There is no item included in impaired assets which exceeds 5.0% of shareholders’ equity (2011: nil). The Bank holds collateral against loans and advances to customers in the form of mortgage interest over property, other registered securities over assets and guarantees and mortgage insurance. To mitigate credit risk, the Bank can take possession of the security held against the loans and advances as a result of customer default. To ensure reduced exposure to losses, the collateral held by the Bank as mortgagee in possession is realised promptly. 90 BOQ ANNUAL REPORT 2012 24. Risk management (continued) (b) Credit risk (continued) Estimates of fair value are based on the value of collateral assessed at the time of borrowing, and generally are not updated except when a loan is individually assessed as impaired. An estimate of the collateral held against past due but not impaired and impaired loans and advances at amortised cost is below. It is not practicable to determine the fair value on performing loans. Held against past due but not impaired assets Held against impaired assets Credit quality Consolidated Bank 2012 $m 1,874.4 349.3 2011 $m 2,118.4 336.1 2012 $m 1,710.6 337.4 2011 $m 1,918.7 321.7 The credit quality of financial assets has been determined based on Standard and Poors credit ratings, APRA risk weightings and the Bank's standard risk grading. The table below presents an analysis of the credit quality of financial assets: Consolidated 2012 $m 2011 $m Gross loans and advances Gross loans and advances Retail Commercial Total loans and advances Financial assets other than loans and advances 21,384.4 1,896.8 23,281.2 6,813.6 3,616.1 590.1 547.7 5,469.0 1,500.1 - 9,085.1 2,090.2 547.7 - 9.9 - Retail Commercial 20,210.5 3,548.5 603.7 608.2 2,008.3 5,753.3 1,332.4 - Total loans and advances Financial assets other than loans and advances 22,218.8 5,868.3 9,301.8 1,936.1 608.2 - 10.5 - 26,138.3 8,865.9 35,004.2 6,823.5 24,970.9 9,094.0 34,064.9 5,878.8 Bank 2012 $m 2011 $m Gross loans and advances Gross loans and advances Retail Commercial Total loans and advances Financial assets other than loans and advances 21,384.4 1,651.6 23,036.0 6,273.1 3,616.1 2,481.7 590.1 547.7 753.1 - 6,097.8 1,343.2 547.7 59.5 37.8 - Retail Commercial 20,210.5 3,548.5 603.7 608.1 1,773.9 2,662.2 550.0 - Total loans and advances Financial assets other than loans and advances 21,984.4 5,603.4 6,210.7 1,153.7 608.1 - 73.0 - 26,138.3 4,886.4 31,024.7 6,370.4 24,970.8 4,986.1 29,956.9 5,676.4 High Grade Satisfactory Weak Unrated(1) High Grade Satisfactory Weak Unrated(1) (1) Those items that remain unrated for retail gross loans and advances represent mainly personal loans and advances, which although not secured, are not determined to be weak. Any loans which have been rated, have been included in the appropriate category. BOQ ANNUAL REPORT 2012 91 Notes to the Financial Statements (continued) Year ended 31 August 2012 24. Risk management (continued) (b) Credit risk (continued) Restructured / Renegotiated Loans Generally, the terms of consumer loans are primarily renegotiated on a temporary basis in the event of customer hardship. Should temporary hardship conditions need to be extended, some examples of assistance offered include: • • • concessional interest rates; restructured loans to extend the period of repayment; and repayment holidays. The carrying value of loans that would otherwise be past due or impaired whose terms have been re-negotiated is considered immaterial. Loans and advances which were past due but not impaired Loans which are 90 or more days past due are not classified as impaired assets where the estimated net realisable value of the security is sufficient to cover the repayment of all principal and interest amounts due. Less than 30 days 31 to 90 days More than 90 days – Retail – Commercial – Retail – Commercial – Retail – Commercial Consolidated Bank 2012 $m 651.7 231.2 162.8 93.3 231.8 114.8 2011 $m 676.5 207.3 253.9 108.0 318.3 164.6 2012 $m 651.7 157.9 162.8 68.1 231.8 108.6 2011 $m 676.5 124.1 253.9 68.6 318.3 147.4 1,485.6 1,728.6 1,380.9 1,588.8 Concentration of exposure for gross loans and advances at amortised cost; Concentration of credit risk exists when a number of counterparties are engaged in similar activities, or operate in the same geographical areas or industry sectors and have similar economic characteristics so that their ability to meet contractual obligations is similarly affected by changes in economic, political or other conditions. The Bank monitors concentrations of credit risk by geographical location for loans and advances. An analysis of these concentrations of credit risk at balance sheet date is shown below: Geographical concentration of credit risk for loans and advances at amortised cost (before provisions and unearned income): Queensland New South Wales Victoria Northern Territory Australian Capital Territory Western Australia South Australia Tasmania International (New Zealand) (c) Liquidity risk Consolidated Bank 2012 $m 20,893.2 4,631.1 5,477.1 182.9 413.5 2,807.4 205.4 223.8 169.8 2011 $m 20,631.4 4,415.8 5,191.5 120.2 423.6 2,760.1 208.9 193.7 119.7 2012 $m 19,348.4 3,864.0 4,653.9 176.1 222.0 2,437.2 102.5 220.6 - 2011 $m 19,096.2 3,614.4 4,247.3 113.9 211.5 2,393.1 90.1 190.4 - 35,004.2 34,064.9 31,024.7 29,956.9 Liquidity risk arises from the possibility that the Bank is unable to meet its financial obligations as they fall due. Liquidity risk is managed through a series of detailed policies, including the management of cash flow mismatches, the maintenance of a stable, core retail deposits base, the diversification of the funding base and the retention of adequate levels of high quality liquid assets. The Consolidated Entity manages liquidity risk by maintaining adequate reserves and facilities by continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities and liquidity scenario analysis. 92 BOQ ANNUAL REPORT 2012 Total 38,562.9 11,057.0 19,301.7 6,413.6 5,038.6 746.8 24. Risk management (continued) (c) Liquidity risk (continued) Consolidated 2012 Financial liabilities Due to other financial institutions Deposits Derivative financial instruments(1) Accounts payable and other liabilities Securitisation liabilities(2) Borrowings including subordinated notes Insurance policy liabilities Carrying amount $m 177.8 31,171.9 1.2 450.4 5,792.6 895.5 73.5 Derivative financial instruments (hedging relationship) Contractual amounts payable Contractual amounts receivable Off balance sheet positions Guarantees, indemnities and letters of credit Customer funding commitments Consolidated 2011 Financial liabilities Due to other financial institutions Deposits Derivative financial instruments(1) Accounts payable and other liabilities Securitisation liabilities(2) Borrowings including subordinated notes Insurance policy liabilities - - (19.9) - - - Carrying amount $m 169.2 29,626.6 41.2 429.1 5,525.6 1,125.4 77.6 At Call $m 3 mths or less $m 3 to 12 mths $m 1 to 5 years $m Over 5 years $m Policy Holder $m 177.8 10,879.2 - - 16,682.0 4,586.2 - - - - - 2.0 450.4 1,939.4 227.9 - - 2,197.8 (0.7) - - - - - 0.3 - 1,601.2 2,293.8 746.8 225.9 - 547.7 - - - - - - 408.3 (506.8) (98.5) 415.1 (409.0) 6.1 1,063.7 (990.4) 73.3 130.8 1,341.8 1,472.6 - - - - - - - - - 27.4 (19.9) 7.5 - - - At Call $m 3 mths or less $m 3 to 12 mths $m 1 to 5 years $m Over 5 years $m Policy Holder $m 169.2 10,302.5 - - - 11,578.6 6,476.1 3,665.0 - - - - - 41.6 429.1 826.7 296.8 - 0.6 - - - 2,018.5 2,781.1 715.6 233.3 - 745.3 - - - - - - - Total contractual cash flows $m 177.8 34,345.2 1.6 450.4 6,581.2 1,001.5 73.5 42,631.2 1,914.5 (1,926.1) (11.6) 130.8 1,341.8 1,472.6 Total contractual cash flows $m 169.2 32,022.2 42.2 429.1 6,341.9 1,275.4 77.6 40,357.6 - - - - - - 73.5 73.5 - - - - - - - - - - - - 77.6 77.6 Total 36,994.7 10,471.7 13,172.8 8,728.5 7,191.4 715.6 (1) Derivative financial instruments other than those designated in a cashflow hedge relationship. (2) Repayment of securitisation bonds is forecast based on the expected repayment profile of the underlying assets of the trusts. BOQ ANNUAL REPORT 2012 93 Notes to the Financial Statements (continued) Year ended 31 August 2012 24. Risk management (continued) (c) Liquidity risk (continued) Consolidated 2011 Carrying amount $m At Call $m 3 mths or less $m 3 to 12 mths $m 1 to 5 years $m Over 5 years $m Policy Holder $m Total contractual cash flows $m Derivative financial instruments (hedging relationship) Contractual amounts payable Contractual amounts receivable Off balance sheet positions Guarantees, indemnities and letters of credit Customer funding commitments - - 112.0 - - - Bank 2012 Financial liabilities Due to other financial institutions Deposits Derivative financial instruments(1) Accounts payable and other liabilities Borrowings including subordinated notes Amounts due to controlled entities Total Derivative financial instruments (hedging relationship) Contractual amounts payable Contractual amounts receivable Off balance sheet positions Guarantees, indemnities and letters of credit Customer funding commitments 133.2 1,166.2 1,299.4 Carrying amount $m 177.8 31,288.7 1.3 404.8 895.3 2,553.6 35,321.5 - - (142.7) - - - - - - 519.6 (475.6) 44.0 550.3 (506.6) 43.7 947.8 (889.4) 58.4 - - - - - - - - - 34.8 (30.6) 4.2 - - - - - - - - - At Call $m 3 mths or less $m 3 to 12 mths $m 1 to 5 years $m Over 5 years $m 177.8 10,996.0 - - - 16,682.0 4,586.2 2,197.8 - - - 2,553.6 13,727.4 - - - 130.8 839.6 970.4 2.1 404.8 227.9 - 17,316.8 373.0 (482.3) (109.3) - - - 0.3 - 225.8 - 4,812.3 282.2 (303.6) (21.4) - - - (0.7) - 547.7 - 2,744.8 693.2 (707.6) (14.4) - - - - - - - - - - 27.4 (19.9) 7.5 - - - 2,052.5 (1,902.2) 150.3 133.2 1,166.2 1,299.4 Total contractual cash flows $m 177.8 34,462.0 1.7 404.8 1,001.4 2,553.6 38,601.3 1,375.8 (1,513.4) (137.6) 130.8 839.6 970.4 (1) Derivative financial instruments other than those designated in a cashflow hedge relationship. 94 BOQ ANNUAL REPORT 2012 24. Risk management (continued) (c) Liquidity risk (continued) Bank 2011 Financial liabilities Due to other financial institutions Deposits Derivative financial instruments(1) Accounts payable and other liabilities Borrowings including subordinated notes Amounts due to controlled entities Total Derivative financial instruments (hedging relationship) Contractual amounts payable Contractual amounts receivable Off balance sheet positions Guarantees, indemnities and letters of credit Customer funding commitments Carrying amount $m 169.2 29,875.2 41.2 387.1 1,123.8 2,340.2 33,936.7 - - 45.5 - - - At Call $m 3 mths or less $m 3 to 12 mths $m 1 to 5 years $m Over 5 years $m 169.2 10,551.1 - - - 11,578.6 6,476.1 3,665.0 - - - 2,340.2 13,060.5 - - - 133.2 757.4 890.6 41.6 387.1 296.3 - 12,303.6 487.9 (451.8) 36.1 - - - 0.6 - 231.8 - 6,708.5 472.3 (445.7) 26.6 - - - - - 743.5 - 4,408.5 695.9 (679.7) 16.2 - - - - - - - - - - 34.8 (30.6) 4.2 - - - Total contractual cash flows $m 169.2 32,270.8 42.2 387.1 1,271.6 2,340.2 36,481.1 1,690.9 (1,607.8) 83.1 133.2 757.4 890.6 (1) Derivative financial instruments other than those designated in a cashflow hedge relationship. (d) Operational risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Operational risk failures could lead to reputational damage, financial loss, legal disputes and/or regulatory consequences. Group Risk are responsible for ensuring an appropriate framework exists to define, assess and manage operational risk and that resources are available to support it. The Bank has developed an Operational Risk Management Framework (“ORMF”) which is designed to articulate, assess and manage operational risks throughout the Bank and its subsidiaries. The key objectives of the framework are as follows: • • • risk identification, analysis and acceptance; execution and monitoring of risk management practices; and reporting and escalation of risk information on a regular and/or exception basis. The ORMF consists of the following mandatory elements: • • • Bank-wide policies which require a consistent approach and minimum standards on specific operational risk matters; Enterprise and Business Unit specific Risk profiling; and Risk Self Assessments through the completion of controls attestation questionnaires. These provide the basis for the business unit and Bank-wide risk profiles. The Bank wide risk profile is reported to the Board and Risk Committee on a regular basis. (e) Insurance risk (I) Risk management objectives and policies for risk mitigation Insurance risks are controlled through the use of underwriting procedures, adequate premium rates and policy charges and sufficient reinsurance arrangements, all of which are approved through a Board approved governance structure. Controls are also maintained over claims management practices to assure the correct and timely payment of insurance claims. (II) Strategy for managing insurance risk Portfolio of risks The Bank’s insurance subsidiary issues term life insurance contracts and disability insurance contracts. The performance of the Bank’s insurance subsidiary and its continuing ability to write business depends on its ability to pre-empt and control risks. The Bank’s insurance subsidiary has a risk strategy which has been approved by the Board. It summarises the approach to risk and risk management. BOQ ANNUAL REPORT 2012 95 Notes to the Financial Statements (continued) Year ended 31 August 2012 24. Risk management (continued) (e) Insurance risk (continued) (II) Strategy for managing insurance risk (continued) Risk strategy In compliance with contractual and regulatory requirements, a strategy is in place to ensure that the risks underwritten satisfy objectives whilst not adversely affecting the Consolidated Entity’s ability to pay benefits and claims when due. The strategy involves the identification of risks by type, impact and likelihood, the implementation of processes and controls to mitigate the risks, and continuous monitoring and improvement of the procedures in place to minimise the chance of an adverse compliance or operational risk event occurring. Included in this strategy is the process for underwriting and product pricing to ensure products are appropriately priced. Capital management is also a key aspect of the Consolidated Entity’s risk management strategy. Capital requirements take account of all of the various regulatory reporting requirements to which the Consolidated Entity is subject. Solvency margin requirements established by the Australian Prudential Regulation Authority (APRA) are in place to reinforce safeguards for policyholders’ interests, which are primarily the ability to meet future claims payments to policyholders. The solvency margins measure the excess of the value of the insurers’ assets over the value of its liabilities, each element being determined in accordance with the applicable valuation rules. This margin must be maintained throughout the year, not just at year end. These solvency requirements also take into account specific risks faced by the Bank’s insurance subsidiary. (iii) Methods to monitor and assess insurance risk exposures Statutory capital adequacy requirements Insurance operations are subject to regulatory capital requirements which prescribe the amount of capital to be held depending on the type, quality and concentration of investments held. (iv) Methods to limit or transfer insurance risk exposures Reinsurance All insurance treaties are examined by the Appointed Actuary to assess their impact on the Bank’s insurance subsidiary’s exposure to risk and to ensure the achievement of the optimal choice of type of reinsurance and retention levels. The methodology used produces financial projections based on a number of possible scenarios providing a detailed analysis of the potential exposures. Underwriting procedures Strategic underwriting decisions are put into effect using the underwriting procedures detailed in the Bank’s insurance subsidiary’s Underwriting Policy. Such procedures include limits to delegated authorities and signing powers. Claims management Strict claims management procedures ensure timely and correct payment of claims in accordance with policy conditions. Asset and liability management techniques Assets are allocated to different classes of business using a risk based approach. The Bank’s insurance subsidiary has a mix of short and long term business and invests accordingly. Market risk is managed through investing in cash and deposits, bank issued commercial bills, cash management trusts and managed income funds. No more than 35% of shareholder funds and funds backing insurance policy liabilities can be invested with any one counterparty subject to counterparty credit ratings. (v) Concentration of insurance risk Insurance risks associated with human life events The Bank’s insurance subsidiary aims to maintain a stable age profile and mix of the sexes within its portfolio of policyholders. This policy maintains a balance between the current and future profitability of the life business, and exposure to the significant external events. Despite the inevitable growth in policyholders at the age of retirement, the age profile and mix of sexes within the population of policyholders is sufficiently spread so that the risk concentration in relation to any particular age group is minimal. 25. Capital management The Bank and Group’s capital management strategy aims to ensure that the Consolidated Entity maintains adequate capital to act as a buffer against risks associated with activities whilst maximising returns to shareholders. The Bank’s capital is measured and managed in line with Prudential Standards issued by APRA. This regulatory capital differs from statutory capital in that certain liabilities such as preference shares are considered capital from a regulatory perspective and certain assets including goodwill and other intangibles are considered a deduction from regulatory capital. The Bank and Group have a capital management plan, consistent with their overall business plans, for managing capital levels on an ongoing basis. This plan sets out: (i) (ii) the strategy for maintaining adequate capital over time including the capital target, how the target level is to be met and the means available for sourcing additional capital when required; and the actions and procedures for monitoring compliance with minimum regulatory capital adequacy requirements, including trigger ratios to alert management to, and avert, potential breaches of these requirements. The capital management plan is updated at least annually and submitted to the Board for approval. Current and projected capital positions are reported to the Board and APRA on a monthly basis. The Board has set Tier 1 capital target range to be between 8.5% and 10% of risk weighted assets and the total capital range to be between 11.5% and 13% of risk weighted assets. The total capital adequacy ratio at 31 August 2012 was 12.6% and Tier 1 capital was 9.5%. Perpetual Equity Preference Shares (“PEPS”), issued as hybrid capital instruments, comprise 7.0% of total Tier 1 capital. Net Tier 1 capital of 9.5% is represented by 8.5% of Core Tier 1 capital and 1.0% of hybrid capital instruments, including preference shares. 96 BOQ ANNUAL REPORT 2012 25. Capital management (continued) A summary of the consolidated capital position is shown in the table below: Qualifying capital Tier 1 Fundamental Tier 1 Ordinary Share Capital Reserves Retained profits(1) Residual Tier 1 Non Innovative (PEPS) Tier 1 Deductions Deferred Expenditure Goodwill and other identifiable intangibles Other deductions Net Tier 1 Capital Tier 2 Upper Tier 2 General Reserve for Credit Losses Other Lower Tier 2 Term subordinated debt Tier 2 Deductions Net Tier 2 Capital Capital Base Risk Weighted Assets Capital Adequacy Ratio (1) For calculation of capital adequacy retained profits includes current year’s profit/(loss) less accrual of expected dividends net of expected dividend reinvestment. Consolidated 2012 $m 2011 $m 2,464.6 33.3 116.8 2,614.7 195.7 195.7 (106.8) (541.1) (164.4) (812.3) 1,957.9 33.5 288.4 2,279.8 195.7 195.7 (105.1) (557.9) (94.3) (757.3) 1,998.1 1,718.2 184.2 8.5 192.7 499.9 499.9 (31.5) (31.5) 661.1 123.1 4.2 127.3 539.6 539.6 (40.8) (40.8) 626.1 2,659.2 21,098.1 12.6% 2,344.3 20,524.6 11.4% BOQ ANNUAL REPORT 2012 97 Notes to the Financial Statements (continued) Year ended 31 August 2012 26. Financial instruments (a) Derivative financial Instruments The Consolidated Entity and Bank used derivative financial instruments for both hedging and trading purposes in the current year. Refer to Note 24 for an explanation of the Consolidated Entity’s and Bank’s risk management framework. The following table summarises the notional and fair value of the Consolidated Entity’s and Bank's commitments to derivative financial instruments at 31 August 2012. Fair value in relation to derivative financial instruments is calculated using the quoted market price less transaction costs. Where the instrument does not have a quoted market price, fair value is estimated using net present value techniques. Consolidated 2012 2011 Notional Amount Fair Value Asset / (Liability) Notional Amount Fair Value Asset / (Liability) $m Asset $m Liability $m $m Asset $m Liability $m Derivatives at fair value through income statement Interest Rate Swaps Foreign Exchange Forwards Futures Derivatives held as cash flow hedges Interest Rate Swaps Cross Currency Swaps Foreign Exchange Forwards Derivatives designated as net investment hedges Foreign Exchange Forwards 18,100.0 68.9 6,085.7 24,254.6 29,014.0 832.1 129.8 29,975.9 12.9 54,243.4 0.1 0.7 3.6 4.4 268.3 0.9 2.5 271.7 - 276.1 2012 (0.9) (0.3) - (1.2) (118.3) (133.3) (0.2) (251.8) - (253.0) 11,000.0 51.9 12,624.8 23,676.7 28,249.0 677.3 241.8 29,168.1 23.7 52,868.5 Bank 9.0 0.4 6.5 15.9 108.8 0.1 1.9 110.8 0.1 126.8 2011 (40.9) (0.3) - (41.2) (132.3) (88.0) (2.6) (222.9) - (264.1) Notional Amount Fair Value Asset / (Liability) Notional Amount Fair Value Asset / (Liability) $m Asset $m Liability $m $m Asset $m Liability $m 18,100.0 81.8 6,085.7 24,267.5 29,014.0 307.0 129.8 29,450.8 53,718.3 0.1 0.7 3.6 4.4 268.3 0.9 2.5 271.7 276.1 (0.9) (0.4) - (1.3) (118.3) (10.5) (0.2) (129.0) (130.3) 11,000.0 75.5 12,624.8 23,700.3 28,249.0 289.5 241.8 28,780.3 52,480.6 9.0 0.5 6.5 16.0 108.8 0.1 1.9 110.8 126.8 (40.9) (0.3) - (41.2) (132.3) (21.4) (2.6) (156.3) (197.5) Derivatives at fair value through income statement Interest Rate Swaps Foreign Exchange Forwards Futures Derivatives held as cash flow hedges Interest Rate Swaps Cross Currency Swaps Foreign Exchange Forwards 98 BOQ ANNUAL REPORT 2012 26. Financial Instruments (continued) (b) Other financial instruments The fair value estimates for specific instruments are based on the following methodologies and assumptions: Cash and liquid assets, due from and to other financial institutions, accounts payable and other liabilities The fair value approximates their carrying value as they are short term in nature or are receivable or payable on demand. Loans and advances Loans and advances are net of specific and collective provisions for doubtful debts and unearned income. The fair values of loans and advances that reprice within six months of year end are assumed to equate to the carrying value. The fair values of all other loans and advances are calculated using discounted cash flow models based on the maturity of the loans and advances. The discount rates applied are based on the current interest rates at 31 August of similar types of loans and advances, if the loans and advances were performing at balance date. The differences between estimated fair values of loans and advances and carrying value reflect changes in interest rates and creditworthiness of borrowers since loan or advance origination. Deposits The fair value of non-interest-bearing, call and variable rate deposits and fixed rate deposits repricing within six months is the carrying value. The fair value of other term deposits is calculated using discounted cash flow models based on the deposit type and its related maturity. Borrowings including subordinated notes The fair values are calculated based on a discounted cash flow model using a yield curve appropriate to the remaining maturity of the instruments. Fair values of financial instruments at balance date are as follows: Assets carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Assets carried at amortised cost Cash and liquid assets Due from other financial institutions Loans and advances at amortised cost Liabilities carried at fair value Derivative liabilities Insurance policy liabilities Liabilities carried at amortised cost Balances due to other financial institutions Deposits Borrowings including subordinated notes Accounts payable and other liabilities Consolidated Entity Carrying value Fair value Note 2012 $m 2011 $m 2012 $m 2011 $m 11 11 26 9 10 12 26 37 18 19 21 1,064.9 4,624.5 276.1 5,965.5 670.5 119.7 34,147.2 34,937.4 (253.0) (73.5) (326.5) (177.8) (31,171.9) (6,688.1) (450.4) (38,488.2) 959.5 4,187.5 126.8 5,273.8 433.2 131.9 33,726.1 34,291.2 (264.1) (77.6) (341.7) (169.2) (29,626.6) (6,651.0) (429.1) (36,875.9) 1,064.9 4,624.5 276.1 5,965.5 670.5 119.7 34,290.6 35,080.8 (253.0) (73.5) (326.5) (177.8) (31,240.9) (6,738.6) (450.4) (38,607.7) 959.5 4,187.5 126.8 5,273.8 433.2 131.9 33,772.8 34,337.9 (264.1) (77.6) (341.7) (169.2) (29,698.3) (6,713.6) (429.1) (37,010.2) BOQ ANNUAL REPORT 2012 99 Notes to the Financial Statements (continued) Year ended 31 August 2012 26. Financial Instruments (continued) (b) Other financial instruments (continued) Assets carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Assets carried at amortised cost Cash and liquid assets Due from other financial institutions Loans and advances at amortised cost Liabilities carried at fair value Derivative liabilities Liabilities carried at amortised cost Balances due to other financial institutions Deposits Borrowings including subordinated notes Accounts payable and other liabilities Amounts due to controlled entities Bank Carrying value Fair value Note 2012 $m 2011 $m 2012 $m 2011 $m 11 11 26 9 10 12 26 18 19 21 1,152.4 4,624.5 276.1 6,053.0 227.7 23.5 30,654.6 30,905.8 1,028.2 4,187.5 126.8 5,342.5 269.6 25.9 29,745.7 30,041.2 1,152.4 4,624.5 276.1 6,053.0 227.7 23.5 30,710.8 30,962.0 1,028.2 4,187.5 126.8 5,342.5 269.6 25.9 29,771.0 30,066.5 (130.3) (197.5) (130.3) (197.5) (177.8) (31,288.7) (895.3) (404.8) (2,553.6) (35,320.2) (169.2) (29,875.2) (1,123.8) (387.1) (2,340.2) (33,895.5) (177.8) (31,357.7) (945.8) (404.8) (2,553.6) (35,439.7) (169.2) (29,946.9) (1,186.4) (387.1) (2,340.2) (34,029.8) The estimated fair values disclosed do not include the assets and liabilities that are not financial instruments. Interest rates used for determining fair values The interest rates used to discount estimated cash flows, when applicable, are based on the Bank’s yield curve at the reporting date plus an adequate credit spread, and were as follows; Derivatives, deposits and borrowings including subordinated notes Leases Loans and advances at amortised cost Fair value hierarchy 2012 2011 3.56% – 3.95% 4.86% – 5.24% 6.79% – 20.3% 8.24% – 14.52% 5.55% – 7.3% 6.5% – 8.7% The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • • • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). There were no material movements in Level 3 during the year. 100 BOQ ANNUAL REPORT 2012 26. Financial Instruments (continued) (b) Other financial instruments (continued) Consolidated Entity Instruments carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Derivative liabilities Consolidated Entity Instruments carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Derivative liabilities Bank Instruments carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Derivative liabilities Bank Instruments carried at fair value Available for Sale financial assets Financial assets designated at fair value through profit and loss Derivative assets Derivative liabilities 2012 Level 1 $m Level 2 $m Level 3 $m Total $m 454.1 - - 454.1 - 454.1 600.9 4,624.5 276.1 5,501.5 (253.0) 5,248.5 9.9 - - 9.9 - 9.9 2011 Level 1 $m Level 2 $m Level 3 $m 312.1 62.0 - 374.1 - 374.1 636.9 4,125.5 126.8 4,889.2 (264.1) 4,625.1 10.5 - - 10.5 - 10.5 2012 1,064.9 4,624.5 276.1 5,965.5 (253.0) 5,712.5 Total $m 959.5 4,187.5 126.8 5,273.8 (264.1) 5,009.7 Level 1 $m Level 2 $m Level 3 $m Total $m 454.1 - - 454.1 - 454.1 688.4 4,624.5 276.1 5,589.0 (130.3) 5,458.7 9.9 - - 9.9 - 9.9 2011 Level 1 $m Level 2 $m Level 3 $m 312.1 62.0 - 374.1 - 374.1 703.2 4,125.5 126.8 4,955.5 (197.5) 4,758.0 12.9 - - 12.9 - 12.9 1,152.4 4,624.5 276.1 6,053.0 (130.3) 5,922.7 Total $m 1,028.2 4,187.5 126.8 5,342.5 (197.5) 5,145.0 BOQ ANNUAL REPORT 2012 101 Notes to the Financial Statements (continued) Year ended 31 August 2012 27. Notes to the statements of cash flows Reconciliation of profit/(loss) for the year to net cash provided by operating activities. Consolidated Bank 2012 $m (17.1) 14.8 4.0 - 24.6 7.3 4.4 (1.8) 12.2 (529.4) 2011 $m 158.7 11.5 6.7 - 18.4 0.2 4.0 (5.5) (16.1) 208.6 2012 $m (3.8) 7.7 1.3 (44.2) 22.3 7.2 4.4 0.5 2.4 (544.2) 2011 $m 142.4 6.1 0.6 (32.0) 17.1 0.2 4.0 (0.1) (1.2) 227.3 (1,030.2) (1,679.7) (1,067.6) (1,689.3) (155.4) 159.1 (67.1) (7.9) - 8.6 125.0 139.2 (38.9) (2.3) - 31.0 1,530.1 1,541.0 19.2 (80.5) 14.1 (13.2) (5.7) 265.9 156.0 19.7 2.6 1.1 (10.6) 18.0 (271.1) 261.5 (185.1) 158.7 (55.3) (54.6) (121.3) 8.6 1,398.4 42.8 (81.7) 12.1 13.9 - - 129.3 138.8 (39.0) 22.1 (188.5) 31.0 1,515.0 3.1 (15.0) (2.2) - - - (477.5) 269.7 Profit/(loss) from ordinary activities after income tax Add/(less) items classified as investing / financing activities or non-cash items Depreciation Amortisation Dividends received from subsidiaries Software amortisation Asset writedowns Share based payments Profit/(loss) on sale of property, plant and equipment Increase/(decrease) in due from other financial institutions (Increase)/decrease in other financial assets Increase in loans and advances at amortised cost (Increase)/decrease in derivatives Increase in provision for impairment Increase in deferred tax asset (Increase)/decrease in other assets Decrease in amounts due from controlled entities Increase in due to other financial institutions Increase in deposits Increase in accounts payable and other liabilities Increase/(decrease) in current tax liabilities Increase/(decrease) in provisions Increase/(decrease) in deferred tax liabilities Increase/(decrease) in insurance policy liabilities Increase/(decrease) in borrowings including subordinated notes Net cash from operating activities Cash flows from the following activities are presented on a net basis in the statements of cash flows: • • • Sales and purchases of investment securities; Customer deposits in and withdrawals from deposit accounts; and Loan drawdowns and repayments. 102 BOQ ANNUAL REPORT 2012 28. Auditors’ remuneration Audit services – KPMG Australia • • Audit and review of the financial reports Other regulatory and audit services Audit related services – KPMG Australia • Other assurance services(1) Other services – KPMG Australia • • • Tax advisory services Other Due diligence services Consolidated Bank 2012 $000 1,127.1 532.6 1,659.7 123.9 123.9 222.5 75.6 103.2 401.3 2011 $000 923.4 464.1 1,387.5 84.2 84.2 347.4 5.4 - 352.8 2012 $000 818.3 346.1 1,164.4 - - 218.2 75.6 103.2 397.0 2011 $000 547.1 304.1 851.2 - - 341.4 5.4 - 346.8 (1) Other assurance services comprise accounting opinions, and audit related services provided in relation to mortgage securitisation trusts which are consolidated under Australian Accounting Standards. Fees for audit and non-audit related services paid to KPMG which were provided in relation to leasing securitisation trusts which are not consolidated were nil (2011: $32,448). 29. Contingent liabilities Guarantees Letters of credit Guarantees, indemnities and letters of credit Consolidated Bank 2012 $m 123.4 7.4 2011 $m 127.7 5.5 2012 $m 123.4 7.4 2011 $m 127.7 5.5 There are contingent liabilities arising in the normal course of business for which there are equal and opposite contingent assets and against which no loss is anticipated. Guarantees are provided to third parties on behalf of customers. The credit risks of such facilities are similar to the credit risks of loans and advances. Legal proceedings On 22 December 2010, the Australian Securities and Investment Commission (ASIC) lodged legal proceedings against parties including the Bank, arising out of the collapse of Storm Financial. Trial of this matter commenced on 24 September 2012 and the Bank intends to defend the action vigorously. The proceedings are regulatory in nature and no estimate of damages can be made at this point given the current status of proceedings. The trials of proceedings involving the Bank by a number of former Owner Managers in NSW commenced in the Supreme Court of New South Wales on 17 September 2012. The Bank intends to vigorously defend these proceedings. BOQ ANNUAL REPORT 2012 103 Notes to the Financial Statements (continued) Year ended 31 August 2012 30. Commitments (a) Lease commitments Future rentals in respect of operating leases (principally in respect of premises) not provided for in these financial statements comprise amounts payable: Within 1 year Between 1 year and 5 years Later than 5 years (b) Customer funding commitments Loans to customers approved but not drawn at year end Amounts undrawn against lines of credit Consolidated Bank 2012 $m 2011 $m 2012 $m 2011 $m 41.6 70.6 2.5 114.7 1,008.7 333.1 1,341.8 36.7 82.0 5.4 124.1 857.4 308.8 1,166.2 40.0 65.2 2.5 107.7 588.2 251.4 839.6 35.1 74.9 5.4 115.4 492.8 264.6 757.4 In the normal course of business the Bank makes commitments to extend credit to its customers. Most commitments either expire if not taken up within a specified time or can be cancelled by the Bank within one year. Credit risk is significantly less than the notional amount and does not crystallise until a commitment is funded. 31. Employee benefits (a) Superannuation commitments The Consolidated Entity contributes to defined contribution superannuation plans which comply with the Superannuation Contributions Act legislation. Basis of contributions Employee superannuation contributions are based on various percentages of employees' gross salaries. The Consolidated Entity’s contributions are also based on various percentages of employees' gross salaries. The Consolidated Entity is under no legal obligation to make superannuation contributions except for the minimum contributions required under the Superannuation Guarantee Legislation. During the year employer contributions were made, refer Note 5. (b) Share based payments The Consolidated Entity has one remaining option plan. The Senior Management Option Plan (“SMOP”), which was established in 2001. The ability to exercise the options under the plan is conditional on the Consolidated Entity achieving certain performance hurdles. The performance hurdles are based on diluted cash EPS growth and require the Bank’s diluted cash EPS to outperform the average diluted cash EPS growth of the Comparison Banks over the relevant performance period. Performance periods are noted in the relevant vesting conditions description. To reach the EPS performance hurdle the Consolidated Entity must achieve the following for the performance period: Percentage range by which cash EPS growth exceeds Comparison banks Percentage of options to vest 5% and up to but not exceeding 10% 10% and up to but not exceeding 15% 15% and up to but not exceeding 20% 20% or more 25% 50% 75% 100% 104 BOQ ANNUAL REPORT 2012 31. Employee benefits (continued) (b) Share based payments (continued) Other terms and conditions of options granted under the above plans are as follows, with all options settled by physical delivery of shares: Grant date / employee entitled Number of instruments Vesting conditions Options granted to key management at 20 November 2006 - SMOP 6 3,370,000(1) Performance period – 2007, 2008 and 2009. These options vested in the 2010 financial year. Options granted to key management at 1 November 2007 - SMOP 7 3,999,000 Performance period – 2008, 2009 and 2010. Contractual life of options 5 years 5 years SMOP 7 remain unvested as at November 2012, and as such the EPS test will be applied across financial years 2008, 2009, 2010, 2011 and 2012 in accordance with the plan rules. (1) SMOP 6 options lapsed in this financial year Long-Term Incentives – Award Rights The Award Rights Plan was approved by shareholders on 11 December 2008. It is an equity based program under which Award Rights are granted as long-term incentives. The two types of award rights currently granted to executives under the plan are PARs and DARs. No amount is payable by employees for the grant or exercise of these award rights. PARs PARs have a vesting framework based on Total Shareholder Return (TSR) of the Bank as measured against a Peer Group over a 2 to 3 year period. That Peer Group consists of the S&P / ASX 200 from time to time excluding selected entities in resources, real estate investment trusts, telecommunications (offshore headquartered), energy and utilities and such other inclusions and exclusions as the Board considers appropriate. TSR is a measure of the entire return a shareholder would obtain from holding an entity’s securities over a period, taking into account factors such as changes in the market value of the securities and dividends paid over the period. One half of an employee’s PARs will vest if the Bank’s TSR performance over the three year period is in the top 50% of the Peer Group. All of the PARs vest if the Bank’s TSR performance is in the top 25%. For TSR performance between those targets, a relative proportion of the PARs between 50% and 100% would vest. Vested PARs are generally exercisable within 5 years after they are granted (approximately 2 years after vesting). DARs There are no market performance hurdles or vesting conditions for DARs but the holder must remain an employee of the Bank. Vested DARs are generally exercisable within 5 years after they are granted (approximately 2 to 4 years after vesting). Restricted Shares The Consolidated Entity has used shares with restrictions on disposal as a non-cash, share based component of both short term and long term incentive awards. BOQ ANNUAL REPORT 2012 105 Notes to the Financial Statements (continued) Year ended 31 August 2012 31. Employee benefits (continued) (b) Share based payments (continued) The following factors and assumptions were used in determining the fair value of options or rights on grant date: Option or right Type Grant date Expiry date Fair value per option or right Exercise price(1) Price of shares on grant date Expected volatility Risk free interest rate Dividend yield Executives – Options SMOP 6(2) SMOP 7(2) Restricted Shares(3) Restricted Shares(3) Restricted Shares(3) Restricted Shares(3) Restricted Shares(3) Restricted Shares(3) Executive Director – Rights PARs Executives – Rights PARs(4) DARs(4) PARs(4) DARs(4) DARs(4) DARs(4) PARs(4) PARs(4) PARs(4) DARs(4) PARs(4) DARs(4) PARs(4) DARs(4) PARs(4) DARs(4) PARs(4) DARs(4) PARs(4) 20 November 2006 20 November 2011 1 November 2007 1 November 2012 15 June 2010 1 March 2012 23 August 2011 1 November 2012 1 February 2012 31 October 2012 10 February 2012 31 October 2012 26 February 2012 9 January 2014 29 February 2012 21 September 2012 $2.13 $2.57 $10.31 $7.21 $6.76 $7.41 $6.70 $6.66 13 October 2011 13 October 2016 $5.36 29 June 2009 29 June 2009 23 December 2009 23 December 2009(5) 28 May 2010(6) 29 November 2010(7) 29 June 2014 29 June 2014 23 December 2014 23 December 2014 28 May 2015 29 November 2015 29 November 2010 29 November 2015 25 January 2011 25 January 2016 16 December 2011 16 December 2011(8) 1 February 2012 1 February 2012(9) 10 February 2012 10 February 2012(9) 26 February 2012 26 February 2012(9) 29 February 2012 29 February 2012(9) 10 May 2012(9) 16 December 2016 16 December 2016 16 December 2017 5 May 2017 16 December 2017 5 May 2017 16 December 2017 5 May 2017 16 December 2017 5 May 2017 16 December 2017 $4.59 $7.59 $6.93 $10.40 $10.11 $11.17 $7.81 $7.81 $5.18 $6.60 $5.18 $6.60 $5.18 $6.60 $5.18 $6.60 $5.18 $6.60 $3.70 $16.26 $19.11 - - - - - - Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil $14.90 $19.44 $10.31 $7.21 $6.76 $7.41 $6.70 $6.66 15.0% 14.0% 6.00% 6.50% 4.5% 4.3% - - - - - - - - - - - - - - - - - - $8.10 36.6% 3.9% 6.1% $8.89 $8.89 $11.22 $11.22 $11.19 $11.45 $11.45 $10.12 $7.71 $7.71 $7.44 $7.44 $7.33 $7.33 $7.48 $7.48 $7.34 $7.34 $6.89 35.1% 35.1% 36.3% 36.3% 36.9% 37.1% 37.1% 37.1% 36.7% 36.7% 37.1% 37.1% 37.1% 37.1% 37.1% 37.1% 37.1% 37.1% 37.1% 4.2% 4.2% 4.8% 4.8% 4.6% 5.1% 5.1% 5.1% 3.1% 3.1% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% 7.2% 7.2% 4.6% 4.6% 4.6% 4.2% 4.2% 4.2% 7.0% 7.0% 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% 8.5% (1) (2) (3) (4) (5) (6) (7) (8) (9) The exercise price is calculated as the volume weighted average price of shares traded over the ten business days immediately after the date of the announcement of the Bank’s most recent annual results and requires Board approval. The exercise price was adjusted due to the entitlements offer as required under the plan rules. Valued using the Monto Carlo simulation approach. The restricted shares were valued based on the volume weighted average price of ordinary shares in BOQ sold on ASX during a 10 trading day period. The shares will vest on the expiry date respectively based on meeting certain service conditions. Value using the trinomial pricing metholodgy. Remaining DARs will vest 20% in financial year 2013. Remaining DARs will vest 50% in financial year 2013. Remaining DARs will vest 30% in financial year 2013 and 50% in financial year 2014. The DARs will vest 20% in financial year 2013, 30% in financial year 2014 and 50% in financial year 2015. The DARs will vest 50% in financial year 2013 and 50% in financial year 2014. 106 BOQ ANNUAL REPORT 2012 31. Employee benefits (continued) (b) Share based payments (continued) The number and weighted average exercise price of share options is as follows: Outstanding at the beginning of the year Forfeited / expired during the year Outstanding at the end of the year Exercisable at the end of the year Weighted average exercise price Number of options Weighted average exercise price Number of options 2012 $ 17.75 17.00 19.11 2012 ’000 3,892 2,501 1,391 1,391 2011 $ 16.16 13.72 17.75 2011 ’000 6,447 (2,555) 3,892 1,852 The options outstanding at 31 August 2012 have an exercise price of $19.11 and a weighted average contractual life of 0.2 years (2011: 0.8 years). During the year no options were exercised (2011: nil). The number of award rights and restricted shares is as follows: Balance at beginning of the year Granted during the year(1) Forfeited / expired during the year Exercised during the year Outstanding at the end of the year Number of rights Number of rights 2012 ‘000 1,683 1,866 (714) (420) 2,415 2011 ’000 1,239 982 (201) (337) 1,683 The weighted average share price at the date of exercise was $7.46 (2011: $9.89). (1) Included restricted shares in the 2011 and 2012 financial year. These remain in the closing balance as at 31 August 2012. 32. Key management personnel disclosures Key management personnel have authority and responsibility for planning, directing and controlling the activities of the Bank and the Consolidated Entity, including directors and other executives. (a) Key management personnel compensation Key management personnel compensation included in ‘administrative expenses’ and ‘employee expenses’ (refer Note 5) is as follows: Short-term employee benefits Post-employment benefits Long term employee benefits Termination benefits Share based employment benefits Consolidated and Bank 2012 $ 2011 $ 8,155,415 8,756,844 254,096 65,132 2,455,522 1,847,125 12,777,290 276,430 58,378 566,667 1,474,676 11,132,995 Individual directors and executives compensation disclosures Information regarding individual directors and executives compensation and some equity instruments disclosures as permitted by Corporations Regulation 2M.3.03 is provided in the remuneration report section of the directors’ report. Apart from the details disclosed in the note, no director has entered into a material contract with the Bank since the end of the previous financial year and there were no material contracts involving directors’ interest existing at year end. BOQ ANNUAL REPORT 2012 107 Notes to the Financial Statements (continued) Year ended 31 August 2012 32. Key management personnel disclosures (continued) (b) Equity Instruments – holdings and movements The movement during the reporting period in the number of options and rights over ordinary shares in Bank of Queensland Limited held, directly, indirectly or beneficially, by key management personnel, including their personally related entities, is as follows: Managing Director, Senior Management Option Plans (“SMOP”) and Award rights All options issued under the SMOP and Award rights refer to options and rights over ordinary shares of Bank of Queensland Limited, which are exercisable on a one-for-one basis. During the reporting period, the following options and rights over ordinary shares were granted to executives under the SMOP and Award Rights: Managing Director Stuart Grimshaw(1) - Rights Executives Anthony Rose(2) Peter Deans(3) Brendan White(4) Matthew Baxby(5) Jon Sutton(6) Renato Mazza Chris Nilon Former Executives Keith Rodwell Ram Kangatharan Ewan Cameron Darryl Newton David Tonuri - Rights - Restricted shares - Rights - Rights - Restricted shares - Rights - Restricted shares - Rights - Restricted shares - Rights - Options - Rights(7) - Rights - Options - Restricted shares - Rights - Rights - Rights - Rights Held at 1 September 2011 Granted as remuneration Exercised / vested Forfeited Held at 31 August 2012 Vested during the year Vested and exercisable at 31 August 2012 - - - - - - - - - - 40,323 70,000 31,186 56,926 350,000 208,000 184,193 54,554 46,395 18,975 121,619 105,105 30,030 69,061 143,050 40,486 110,946 29,586 137,314 104,478 22,195 - 21,283 31,925 - - - 30,405 25,844 21,283 - - - - - - - - - - 1,423 - 10,079 1,898 - 108,000 28,736 1,423 1,214 - - - - - - - - - - - - 20,000 5,700 86,953 350,000 121,619 105,105 30,030 69,061 143,050 40,486 110,946 29,586 137,314 104,478 61,095 50,000 36,690 - - - 100,000 155,457 83,536 71,025 40,258 - - - - - - - - - - - - - - 1,423 - 4,933 1,898 - 108,000 28,736 1,423 1,214 - - - - - - - - - - - - - - - - - - - - - No option or right held by key management personnel are vested but not exercisable at 31 August 2012. (1) (2) (3) (4) Stuart Grimshaw was appointed Chief Executive Officer and Managing Director on 1 November 2011. Anthony Rose became a member of the key management personnel on 1 August 2012. Peter Deans became a member of the key management personnel on 26 March 2012. Brendan White became a member of the key management personnel on 2 April 2012. (5) Matthew Baxby became a member of the key management personnel on 17 May 2012. (6) (7) Jon Sutton became a member of the key management personnel on 2 July 2012. This includes rights which have been exercised but held in trust. 108 BOQ ANNUAL REPORT 2012 32. Key management personnel disclosures (continued) (b) Equity Instruments – holdings and movements (continued) Held at 1 September 2010 Granted as remuneration Exercised / vested Forfeited Held at 31 August 2011 Vested during the year Executives Ram Kangatharan(1) - Options - Restricted shares - Rights - Rights - Rights - Rights - Rights - Rights - Options - Rights(3) - Options - Rights Ewan Cameron Darryl Newton David Tonuri Renato Mazza Keith Rodwell Chris Nilon(2) Bradley Edwards(4) Former Executives Jim Stabback 350,000 108,000 120,330 - 100,000 81,878 - - 18,015 - - - - - 85,000 31,186 260,000 24,696 54,554 46,395 18,975 40,323 56,926 - - - - - - - - - - - 16,604 5,286 - - - - - - - - 15,000 - 350,000 208,000 184,193 - - 16,305 54,554 46,395 18,975 40,323 56,926 70,000 31,186 - - - - - - 531 110,000 - 150,000 36,014 52,868 - 75,000 Vested and exercisable at 31 August 2011 - - - - - - - - 20,000 5,146 - - - Rights 59,630 25,142 10,675 74,097 - 9,193 Former Managing Director David Liddy (retired 31 August 2011) - Options - Rights 1,000,000 175,072 - - - 87,536 500,000 87,536 500,000 - 500,000 - 87,536 - No option or right held by key management personnel are vested but not exercisable at 31 August 2012. (1) Ram Kangatharan was appointed Acting Chief Executive Officer for the period 1 September 2011 to 31 October 2011 (2) Chris Nilon became a member of the key management personnel on 31 January 2011. (3) This includes rights which have been exercised but held in trust. (4) No longer considered a KMP from 1 September 2011. BOQ ANNUAL REPORT 2012 109 Notes to the Financial Statements (continued) Year ended 31 August 2012 32. Key management personnel disclosures (continued) (b) Equity Instruments – holdings and movements (continued) Movement in shares The number of shares held directly, indirectly or beneficially by each key management person is as follows: Ordinary shares Directors of Bank of Queensland Limited Neil Summerson Stuart Grimshaw(1) Steve Crane Roger Davis Carmel Gray John Reynolds Michelle Tredenick David Willis Richard Haire(2) Former Director Bill Kelty(3) Executives Chris Nilon Renato Mazza Former Executives Ram Kangatharan Ewan Cameron Darryl Newton Keith Rodwell (1) Stuart Grimshaw appointed as Chief Executive Officer and Managing Director on 1 November 2011. (2) Richard Haire was appointed as a Non-Executive Director on 18 April 2012. (3) Bill Kelty retired as Director on 31 July 2012. Held at 1 September 2011 Purchases / (Sales) Received on exercise of award rights / restricted shares Held at 31 August 2012 27,655 - 12,224 3,732 5,899 1,000 1,000 1,077 - 17,944 10,825 13,454 1,164 5,047 4,217 1,433 337 4,000 1,286 401 - - - - - - - - - - 11,053 - 18,015 - - - 9,544 (1,423) - (1,423) - 411 4,933 1,423 136,736 1,423 1,214 1,898 45,599 10,825 25,678 4,896 10,946 5,217 2,433 1,414 4,000 - 25,530 - - - - - 110 BOQ ANNUAL REPORT 2012 32. Key management personnel disclosures (continued) (b) Equity Instruments – holdings and movements (continued) Ordinary shares Directors of Bank of Queensland Limited Neil Summerson Steve Crane Roger Davis Carmel Gray Bill Kelty John Reynolds Michelle Tredenick(1) David Willis Former Director David Graham(2) David Liddy(3) Executive Ram Kangatharan Bradley Edwards(4) Chris Nilon (1) Michelle Tredenick appointed as a Director on 22 February 2011. (2) David Graham resigned as a Director on 8 October 2010. (3) David Liddy retired as Managing Director on 31 August 2011. (4) No longer considered a KMP from 1 September 2011. Held at 1 September 2010 Purchases / (Sales) Received on exercise of award rights Held at 31 August 2011 26,241 12,224 3,541 5,899 1,220 1,000 - 1,022 1,414 - 191 - 66 - 1,000 55 9,576 1,058,325 - 33,192 - - - - - - - - - 27,655 12,224 3,732 5,899 1,286 1,000 1,000 1,077 - 87,536 1,179,053 1,710 1,370 11,053 - 196 - 16,305 5,286 - 18,015 6,852 11,053 BOQ ANNUAL REPORT 2012 111 Notes to the Financial Statements (continued) Year ended 31 August 2012 32. Key management personnel disclosures (continued) (c) Loans to key management personnel disclosures Details of loans outstanding at the reporting date to key management personnel, where the individuals aggregate loan balance exceeded $100,000 at any time in the reporting period, are as follows: 2012 Balance at 1 September 2011 $ Interest paid and payable during the year $ Balance at 31 August 2012 $ Highest balance during the year $ Balance at 1 September 2010 $ 2011 Interest paid and payable during the year $ Balance at 31 August 2011 $ Highest balance during the year $ 864,785 52,191 801,767 864,820 439,608 29,758 864,785 892,410 - - 325,782 18,863 - - - 344,645 4,242,163 325,782 28,429 23,161 - 325,782 4,467,277 325,782 300,250 18,394 315,837 346,428 2,210,556 3,204,675 1,967,705 1,819,938 1,335,957 128,940 139,332 122,999 71,667 21,209 - - - - - 2,229,559 4,302,916 1,979,599 1,824,810 2,074,436 - - 2,285,412 - - - 17,439 300,250 356,172 80,749 187,031 126,595 75,191 45,068 2,210,556 3,204,675 1,967,705 1,819,938 1,335,957 4,072,765 4,676,438 2,000,000 1,856,030 1,699,039 Directors: Neil Summerson Former Director: David Graham Bill Kelty(1) Executives: Renato Mazza Former Executives: Keith Rodwell Ram Kangatharan Ewan Cameron Darryl Newton David Tonuri (1) Bill Kelty retired on 31 July 2012. All loans with key management personnel are conducted on an arm’s length basis in the normal course of business and on terms and conditions as available to all employees of the Bank. Details regarding the aggregate of loans made, guaranteed or secured by any entity in the economic entity to all key management personnel and their related parties, and the number of individuals in each group are as follows: Balance at 1 September 2011(1) $ Balance at 31 August 2012 $ Interest paid and payable $ Number in group at 31 August 2012 # Directors: Executives: 1,190,567 10,839,080 801,767 315,837 71,054 502,541 1 1 Balance at 1 September 2010(2) $ Balance at 31 August 2011 $ Interest paid and payable $ Number in group at 31 August 2011 # Directors: Executives: 5,007,553 2,290,875 1,190,567 11,384,087 81,348 535,664 2 7 (1) (2) Balance as at 1 September 2011 will not equal 31 August 2011 closing balance due to changes in key management personnel during the year. Balance as at 1 September 2010 will not equal 31 August 2010 closing balance due to changes in key management personnel during the year. 112 BOQ ANNUAL REPORT 2012 32. Key management personnel disclosures (continued) (d) Other financial instrument transactions with key management personnel and personally-related entities A number of key management personnel or their related parties hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Financial instrument transactions with key management personnel and personally-related entities during the financial year arise out of the provision of banking services, the acceptance of funds on deposit, the granting of loans and other associated financial activities. The terms and conditions of the transactions with management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-director related entities on an arm’s length basis. Other non financial instrument transactions with key management personnel The Bank of Queensland has entered into a rolling contract with a 2 year termination clause with DDH Graham Limited, of which David Graham is the Chairman. Under this contract, DDH Graham Limited provides funding to the Bank through introduced customer money market deposit accounts, and in turn the Bank pays DDH Graham Limited a commission based on the value of deposited funds held with the bank. Commission was paid on a monthly basis for the duration of the contract. Commission amounts for these services were billed based on normal market rates and were due and payable under normal payment terms. David Graham resigned 8 October 2010, however, commission payments paid to the firm by the Bank up to his resignation date amounted to $509,470 in the prior year. Other transactions with directors, executives and their personally-related entities are conducted on an arm’s length basis and are deemed trivial or domestic in nature. The following are transactions undertaken between the Consolidated Entity and key management personnel as at 31 August 2012: Balance as at For the period(1) 01/09/11(2) $ 31/08/12 $ Total Loan Repayments $ Total Loan Redraws / Further Advances $ Total Loan / Overdraft interest $ Total Fees on Loans / Overdraft $ Term Products (Loans / Advances) (12,029,647) (1,117,604) 6,299,765 (6,221,511) (573,594) (2,757) Balance as at For the period(1) 01/09/10(3) $ 31/08/11 $ Total Loan Repayments $ Total Loan Redraws / Further Advances $ Total Loan / Overdraft interest $ Total Fees on Loans / Overdraft $ Term Products (Loans / Advances) (7,298,428) (12,574,655) 8,282,805 (16,869,606) (617,012) (16,799) Balance as at For the period(1) 01/09/11(2) $ 31/08/12 $ Total Deposits $ Total Withdrawals $ Total Account Fees $ Total Deposit Interest $ Transaction Products (Deposits) 2,025,212 669,014 3,881,150 (3,777,483) (456) 37,752 Balance as at For the period(1) 01/09/10(3) $ 31/08/11 $ Total Deposits $ Total Withdrawals $ Total Account Fees $ Total Deposit Interest $ Transaction Products (Deposits) 3,839,121 2,259,376 13,220,360 (14,900,560) (1,769) 176,096 (1) (2) (3) Amounts are included only for the period that the director / executive are classified as a member of the key management personnel. Balance as at 1 September 2011 will not equal 31 August 2011 closing balance due to changes in key management personnel during the year. Balance as at 1 September 2010 will not equal 31 August 2010 closing balance due to changes in key management personnel during the year. BOQ ANNUAL REPORT 2012 113 Notes to the Financial Statements (continued) Year ended 31 August 2012 33. Controlled entities (a) Particulars in relation to controlled entities Parent entity’s interest Amount of Investment (at cost) Controlled entities: B.Q.L. Management Pty Ltd B.Q.L. Nominees Pty Ltd B.Q.L. Properties Limited Queensland Electronic Switching Pty Ltd BOQ Equipment Finance Limited St Andrew’s Australia Services Pty Ltd (formerly Electronic Financial Solutions Pty Ltd) Series 2004-1 REDS Trust Series 2005-1 REDS Trust Series 2005-2 REDS Trust REDS Warehouse Trust No.1 REDS Warehouse Trust No.2 Series 2006-1E REDS Trust Series 2007-1E REDS Trust Series 2007-2 REDS Trust Series 2008-1 REDS Trust Series 2008-2 REDS Trust Series 2009-1 REDS Trust REDS Warehouse Trust No.3 Series 2010-1 REDS Trust Series 2010-2 REDS Trust Series 2008-1E EHP REDS Trust Series 2012-1E EHP REDS Trust Pioneer Permanent Building Society Limited Home Building Society Ltd Home Financial Planning Pty Ltd Home Credit Management Ltd Statewest Financial Services Ltd Statewest Financial Planning Pty Ltd BOQ Share Plans Nominee Pty Ltd Bank of Queensland Limited Employee Share Plans Trust St Andrew’s Life Insurance Pty Ltd St Andrew’s Insurance (Australia) Pty Ltd BOQ Finance (Aust) Limited (formerly CIT Group (Australia) Ltd) BOQ Credit Pty Limited (formerly CIT Credit Pty Limited) BOQ Funding Pty Limited (formerly CIT Funding Pty Limited) BOQ Finance (NZ) Limited (formerly CIT Group (New Zealand) Limited) Equipment Rental Billing Services Pty Ltd Hunter Leasing Ltd Newcourt Financial (Australia) Pty Limited 114 BOQ ANNUAL REPORT 2012 2012 2011 100% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2012 $m - 5.0 - 0.1 15.4 - - - - - - - - - - - - - - - - - 2011 $m - 5.0 - 0.1 15.4 - - - - - - - - - - - - - - - - - 60.1 600.2 60.1 600.2 - - - - - - - - 230.2 - - 22.1 - - - - - - - - - - - 230.2 - - 22.1 - - - 933.1 933.1 33. Controlled entities (continued) (b) Acquisition / disposal of controlled entities Control Series 2012-1E EHP REDS Trust opened on 24 May 2012. Disposal of entities Series 2004-1 REDS Trust was closed on 28 December 2011. Series 2008-1E EHP REDS Trust was closed on 13 July 2012. 34. Related parties information Controlled entities Details of interests in controlled entities are set out in Note 33. During the year there have been transactions between the Bank and all of its controlled entities. The Bank conducted normal banking business with its operating controlled entities. Amounts owing to or from controlled entities do not attract interest, except in respect of BOQ Equipment Finance Limited, St Andrew’s Australia Services Pty Ltd, BOQ Finance (Aust) Ltd and BOQ Finance (NZ) Ltd where interest is charged on normal terms and conditions. The Bank receives management fees from B.Q.L. Management Pty Ltd and BOQ Equipment Finance Limited. The Bank has a related party relationship with equity accounted investees, refer to Note 39. 35. Average balances and margin analysis Consolidated 2012 Consolidated 2011 Interest $m Average Rate % Interest $m Average Rate % 2,345.1 251.1 2,596.2 6.89 4.69 6.59 Interest earning assets Gross loans and advances at amortised cost* Investments and other securities* Total interest earning assets Non-interest earning assets Property, plant and equipment Other assets Provision for impairment Total non-interest earning assets Total assets Interest bearing liabilities Retail deposits* Wholesale deposits and borrowings* Total interest bearing liabilities Non-interest bearing liabilities Total liabilities Shareholders' funds Total liabilities and shareholders' funds Average Balance $m 34,060.9 5,348.9 39,409.8 31.8 1,125.4 (367.8) 789.4 40,199.2 20,923.5 15,850.0 36,773.5 741.6 37,515.1 2,684.1 40,199.2 Interest margin and interest spread Interest earning assets Interest bearing liabilities Net interest spread(1) Net interest margin – on average interest earning assets 39,409.8 36,773.5 2,596.2 1,944.7 39,409.8 651.5 * Calculated on average monthly balances (1) Interest spread is calculated after taking into account third party and OMB commissions. 1,025.8 918.9 1,944.7 4.90 5.80 5.29 6.59 5.29 1.30 1.65 Average Balance $m 32,677.5 5,496.8 38,174.3 27.5 961.2 (187.8) 800.9 38,975.2 18,891.2 16,849.2 35,740.4 742.9 36,483.3 2,491.9 38,975.2 38,174.3 35,740.4 2,383.1 293.5 2,676.6 977.7 1,075.5 2,053.2 2,676.6 2,053.2 7.29 5.34 7.01 5.18 6.38 5.74 7.01 5.74 1.27 1.63 38,174.3 623.4 BOQ ANNUAL REPORT 2012 115 Notes to the Financial Statements (continued) Year ended 31 August 2012 36. Deed of cross guarantee Pursuant to ASIC Class Order 98/1418 (as amended) dated 13 August 1998, certain wholly-owned subsidiaries are relieved from the Corporations Act 2001 requirements for preparation, audit and lodgement of financial reports, and directors’ reports. It is a condition of the Class Order that the Bank and each of the subsidiaries enter into a Deed of Cross Guarantee. The effect of the Deed is that the Bank guarantees to each creditor payment in full of any debt in the event of winding up of any of the subsidiaries under certain provisions of the Corporations Act 2001. If a winding up occurs under other provisions of the Act, the Bank will only be liable in the event that after six months any creditor has not been paid in full. The subsidiaries have also given similar guarantees in the event that the Bank is wound up. The subsidiaries to the Deed are: • • • • • • • • • • • • • • • • • B.Q.L. Properties Limited; BOQ Equipment Finance Limited; B.Q.L. Management Pty Ltd; St Andrew’s Australia Services Pty Ltd; B.Q.L. Nominees Pty Ltd; Queensland Electronic Switching Pty Ltd; BOQ Share Plans Nominee Pty Ltd; Pioneer Permanent Building Society Limited; Home Building Society Ltd; Home Credit Management Ltd; StateWest Financial Services Limited; BOQ Finance (Aust) Limited; BOQ Credit Pty Limited; BOQ Funding Pty Limited; Equipment Rental Billing Services Pty Ltd; Hunter Leasing Ltd; and Newcourt Financial (Australia) Pty Limited. A consolidated Statement of Comprehensive Income and consolidated Balance Sheet, comprising the Bank and its controlled entities which are a party to the Deed, after eliminating all transactions between parties to the Deed of Cross Guarantee, at 31 August 2012 is set out as follows: SUMMARISED STATEMENT OF COMPREHENSIVE INCOME AND RETAINED PROFITS Consolidated 2012 $m (33.0) 4.7 (28.3) 321.1 (151.7) - (2.9) 138.2 (28.3) (28.3) 2011 $m 227.4 (54.9) 172.5 248.1 (124.5) 7.2 17.8 321.1 172.5 172.5 Profit/(loss) before tax Less: Income tax (expense) / benefit Profit/(loss) for the year Retained profits at beginning of year Dividends to shareholders Addition to Deed of Cross Guarantee Equity settled transactions and transfers Retained profits at end of year Attributable to: Equity holders of the parent Profit/(loss) for the year 116 BOQ ANNUAL REPORT 2012 36. Deed of cross guarantee (continued) BALANCE SHEET As at 31 August Assets Cash and liquid assets Due from other financial institutions Other financial assets Derivative financial instruments Loans and advances at amortised cost Shares in controlled entities Property, plant and equipment Current tax asset Deferred tax assets Other assets Intangible assets Investments accounted for using the equity method Total assets Liabilities Due to other financial institutions Deposits Derivative financial instruments Accounts payable and other liabilities Current tax liabilities Provisions Borrowings including subordinated notes Amounts due to controlled entities Total liabilities Net assets Equity Issued capital Reserves Retained profits Total equity Consolidated 2012 $m 2011 $m 258.8 4.4 5,777.0 276.1 34,147.2 49.8 31.0 0.7 118.1 258.7 541.3 22.2 294.2 25.9 5,217.3 126.8 33,276.1 49.8 31.0 - 51.0 253.1 558.2 28.7 41,485.3 39,912.1 177.8 31,188.0 130.3 434.3 - 40.9 886.8 5,710.3 38,568.4 169.2 29,830.5 197.5 415.0 79.4 25.9 1,115.6 5,503.7 37,336.8 2,916.9 2,575.3 2,660.1 118.6 138.2 2,916.9 2,153.3 100.9 321.1 2,575.3 BOQ ANNUAL REPORT 2012 117 Notes to the Financial Statements (continued) Year ended 31 August 2012 37. Insurance business The effective date of the actuarial report on life insurance policy liabilities and solvency requirements, is 31 August 2012. The actuarial report was prepared by Mr Wayne Kenafacke, Fellow of the Institute of Actuaries of Australia. This report indicates that Mr Kenafacke is satisfied as to the accuracy of the data upon which policy liabilities have been determined. The amount of policy liabilities have been determined in accordance with methods and assumptions disclosed in this financial report and the requirements of applicable accounting standards. Specifically, policy liabilities for life insurance contracts are determined in accordance with AASB 1038 Life Insurance Contracts. In addition, life insurance contract liabilities have been calculated in accordance with relevant actuarial guidance being Prudential Standard LPS: 1.04 Valuation of Policy Liabilities determined by APRA. The Prudential Standard requires policy liabilities to be calculated in a way which allows for the systematic release of planned margins as services are provided to policyholders and premiums are received. The methods used for the major product groups in order to achieve the systematic release of planned margins were as follows: Product group Consumer credit insurance Direct marketed risk 3rd Party Risk Method (Projection or other) Profit Carriers Accumulation (2011: Accumulation) Accumulation (2011: Accumulation) Accumulation (2011: Accumulation) N/A N/A N/A Policy liabilities have been calculated as the provision for unearned premium reserve and a deferred acquisition cost component. Outstanding claims liabilities and Incurred But Not Reported liabilities (IBNR) are included in claims liabilities. Premium earning pattern For Consumer Credit Insurance products, the Unearned Premium Reserve (UPR) is based on a premium earning pattern that is similar to the pattern of expected future claim payments. The future claim payments are based on an assessment of the future sum insured (e.g. outstanding loan balances for mortgage and loan protection) and future mortality costs. Past experience is used to set these assumptions. This earning is also used to set commission earning patterns. Mortality and morbidity Mortality and morbidity assumptions used in determining IBNR, pending and continuing claims provisions have been based on the experience of similar products issued in the Company and recent experience. The disputed claims provision is based on individual claim estimates. Processes used to determine actuarial assumptions Sensitivity analysis As a result of using an accumulation approach in the determination of policy liabilities, changes of assumptions will not affect the policy liabilities in the current period, unless a product enters loss recognition. As at 31 August 2012, no Related Product Groups were in loss recognition. Changes in the underlying variables and assumptions will give rise to a difference in the emergence of profit margins in the future. Variable Impact of movement in underlying variable Mortality rates Morbidity rates For insurance contracts, providing death benefits, greater mortality rates would lead to higher levels of claims occurring sooner than anticipated, increasing associated claims cost and therefore reducing profit and shareholder equity. The cost of disability related claims depends on both the incidence of policyholders becoming disabled and the duration which they remain so. Higher than expected incidence and duration would be likely to increase claim costs, reducing profit and shareholders equity. 118 BOQ ANNUAL REPORT 2012 37. Insurance business (continued) Reconciliation of movements in insurance policy liabilities Life Insurance contract policy liabilities Gross life insurance contract liabilities at the beginning of the financial year Decrease in life insurance contract policy liabilities(i) Gross life insurance contract liabilities at the end of the financial year Liabilities ceded under reinsurance Opening balance at the beginning of the financial year Decrease in life reinsurance assets(ii) Closing balance at the end of the financial year Net life policy liabilities at the end of the financial year (i) plus (ii) = decrease in net life insurance contract liabilities reflected in the statement of comprehensive income Components of net life insurance contract liabilities Future policy benefits Future charges for acquisition costs Total net life insurance contract policy liabilities Components of general insurance liabilities Unearned Premium Liability Outstanding Claims Liability Total Insurance Policy Liabilities 2012 $m 2011 $m 65.5 (2.9) 62.6 (2.4) (0.4) (2.8) 59.8 (3.3) 77.8 (18.0) 59.8 13.1 0.6 13.7 73.5 70.4 (4.9) 65.5 (2.1) (0.3) (2.4) 63.1 (5.2) 69.1 (6.0) 63.1 13.9 0.6 14.5 77.6 Note: Future policy benefits include the unearned premium components of the liability. The accumulation method has been used to calculate policy liabilities and components relating to expenses and profits are not separately calculated. BOQ ANNUAL REPORT 2012 119 Notes to the Financial Statements (continued) Year ended 31 August 2012 37. Insurance business (continued) Life Insurance Solvency requirements The solvency requirement of each statutory fund is the amount required to be held in accordance with LPS 2.04: Solvency Standard. These are amounts required to meet the prudential standards prescribed by the Life Insurance Act 1995 to provide protection against the impact of fluctuations and unexpected adverse circumstances on the life company. The methodology and bases for determining solvency requirements are in accordance with the requirements of LPS 2.04: Solvency Standard. 2012 $m 77.5 89.2 11.7 63.2 5.6 68.8 36.3 7.2 43.5 25.3 (7.6) 17.7 16.2 (0.5) 98.4 1.8 100.2 46.2 14.5 60.7 39.5 39.5 2011 $m 74.1 84.0 9.9 62.5 5.2 67.7 37.5 5.9 43.4 24.3 (7.3) 17.0 15.8 (0.6) 89.8 4.5 94.3 45.5 15.4 60.9 33.4 33.4 Life Insurance solvency requirement* Total assets less assets arising from reinsurance contracts Assets in excess of solvency requirement * The minimum level of assets required to be held by the life insurance business as prescribed in LPS 2.04: Solvency Standard Disaggregated information life insurance (before consolidation adjustments) Summarised statement of comprehensive income Revenue Life insurance premium revenue Investment income Net life insurance premium revenue Expenses Net claims and other liability expense from insurance contracts Other expenses Profit/(loss) before income tax Income tax expense Profit/(loss) after income tax Statement of Sources of Profit/(Loss) for Statutory Funds Operating profit/(loss) after income tax arose from: Components of profit/(loss) related to movement in life insurance liabilities: Planned margins of revenues over expenses released Difference between actual and assumed experience Summarised balance sheet Assets Investment assets Other assets Liabilities Life insurance liabilities Liabilities other than life insurance liabilities Retained earnings Directly attributable to shareholders The life insurance business has no life investment contracts 120 BOQ ANNUAL REPORT 2012 38. Events subsequent to balance date Dividends have been declared after 31 August 2012, refer to Note 7. The financial effect of the above transactions have not been brought to account in the financial statements for the year ended 31 August 2012. 39. Investments accounted for using the equity method The Consolidated Entity’s share of profit in its equity accounted investees for the year was nil (2011: $2.3m). The principal activity of the joint venture entities is land subdivision, development and sale. Details of material interest in joint ventures are as follows: Ocean Springs Pty Ltd (Brighton) Dalyellup Beach Pty Ltd (Dalyellup) Wanneroo North Pty Ltd (The Grove) East Busselton Estate Pty Ltd (Provence) Coastview Nominees Pty Ltd (Margaret River) Satterley Austin Cove Pty Ltd (Austin Cove) Provence 2 Pty Ltd (Provence 2) Crestview Asset Pty Ltd (Beacham Road) Percentage Ownership Interest 2012 (%) 9.31 17.08 21.42 25.00 5.81 - 25.00 - 2011 (%) 9.31 17.08 21.42 25.00 5.81 4.18 25.00 7.36 The above companies are proprietary companies incorporated in Australia. There are no material capital commitments or contingent liabilities relating to the joint ventures. During the year the Bank’s investments in Austin Cove Pty Ltd and Crestview Asset Pty Ltd was sold on 23 December 2011 which produced a profit of $109k for the Bank. Summary financial information for equity accounted investees, not adjusted for the percentage ownership held by the consolidated entity and fair value adjustments on acquisition, is contained in the table below: Balance Sheet Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Net assets Profit and Loss Revenues Expenses Profit 2012 $m 106.5 113.4 219.9 44.0 18.9 62.9 157.0 65.4 (23.7) 41.7 2011 $m 105.7 178.9 284.6 85.9 17.3 103.2 181.4 53.0 (45.7) 7.3 BOQ ANNUAL REPORT 2012 121 Directors’ Declaration 1 In the opinion of the directors of Bank of Queensland Limited (“the Bank”): (a) the consolidated financial statements and notes and the remuneration report included within the directors’ report set out on pages 27 to 53, are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the financial position of the Bank and Consolidated Entity as at 31 August 2012 and of their performance, for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Bank will be able to pay its debts as and when they become due and payable. 2 3 4 There are reasonable grounds to believe that the Bank and the Controlled Entities identified in Note 33 will be able to meet any obligations or liabilities to which they are or may become subject to by virtue of the Deed of Cross Guarantee between the Bank and those Controlled Entities pursuant to ASIC Class Order 98/1418. The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief executive officer and chief financial officer for the financial year ended 31 August 2012. The Directors draw attention to note 2(a) to the financial statements, which includes a statement of compliance with International Financial Reporting Standards. Signed in accordance with a resolution of the directors: Neil Summerson Chairman Stuart Grimshaw Managing Director Dated at Brisbane this eighteenth day of October 2012 122 BOQ ANNUAL REPORT 2012 Independent Auditor’s Report to the members of Bank of Queensland Limited Report on the financial report We have audited the accompanying financial report of Bank of Queensland Limited (the “Bank”), which comprises the balance sheets as at 31 August 2012, and statements of comprehensive income, statements of changes in equity and statements of changes in cash flows for the year ended on that date, notes 1 to 39 comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the Bank and the Consolidated Entity comprising the Bank and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ responsibility for the financial report The directors of the Bank are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement whether due to fraud or error. In note 2 (a), the directors also state, in accordance with Australian Accounting Standard AASB 101 Presentation of Financial Statements, that the financial report of the Bank and its controlled entities comply with International Financial Reporting Standards. Auditor’s responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial report that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards, a true and fair view which is consistent with our understanding of the Bank’s and the Consolidated Entity’s financial position and of their performance. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. Auditor’s opinion In our opinion: (a) the financial report of Bank of Queensland Limited is in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Bank’s and the Consolidated Entity’s financial position as at 31 August 2012 and of their performance for the year ended on that date; and (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001. (b) the financial report of the Bank and the Consolidated Entity also complies with International Financial Reporting Standards as disclosed in note 2 (a). Report on the remuneration report We have audited the Remuneration Report included on pages 31 to 52 of the directors’ report for the year ended 31 August 2012. The directors of the Bank are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with auditing standards. Auditor’s opinion In our opinion, the remuneration report of Bank of Queensland Limited for the year ended 31 August 2012, complies with Section 300A of the Corporations Act 2001. Auditor’s opinion on the additional remuneration disclosures in the directors’ remuneration report In our opinion, the additional remuneration disclosures set out in Table 4 of the Remuneration Report of Bank of Queensland Limited for the year ended 31 August 2012 are presented, in all material respects, in accordance with the basis of preparation set out in the footnotes to Table 4. KPMG Brisbane, 18 October 2012 Martin McGrath Partner KPMG, an Australian partnership and a member firm of the KPMG network, of independent member firms affiliated with KPMG International, a Swiss cooperative. BOQ ANNUAL REPORT 2012 123 Shareholding Details As at 28 September 2012, the following shareholding details applied: 1. Twenty largest ordinary shareholders Shareholder NATIONAL NOMINEES LIMITED J P MORGAN NOMINEES AUSTRALIA LIMITED BNP PARIBAS NOMS PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED BNP PARIBAS NOMS PTY LTD CITICORP NOMINEES PTY LIMITED MILTON CORPORATION LIMITED JP MORGAN NOMINEES AUSTRALIA LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED AMP LIFE LIMITED BNP PARIBAS NOMS PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED CITICORP NOMINEES PTY LIMITED QIC LIMITED WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED INVIA CUSTODIAN PTY LIMITED UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD BOQ SHARE PLANS NOMINEE PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 2 AVANTEOS INVESTMENTS LIMITED Total Voting rights No. of ordinary shares 43,211,676 31,459,553 29,070,268 24,253,681 9,517,227 7,139,578 6,550,276 4,080,727 2,981,442 2,397,722 2,061,500 2,038,108 2,025,484 1,816,381 1,344,347 1,005,036 769,490 735,327 726,961 671,556 % 13.99% 10.19% 9.41% 7.85% 3.08% 2.31% 2.12% 1.32% 0.97% 0.78% 0.67% 0.66% 0.66% 0.59% 0.44% 0.33% 0.25% 0.24% 0.24% 0.22% 173,856,340 56.32% On a show of hands every person present who is a holder of ordinary shares or a duly appointed representative of a holder of ordinary shares has one vote, and on a poll each member present in person or by proxy or attorney has one vote for each share that person holds. 124 BOQ ANNUAL REPORT 2012 2. Twenty largest PEPS shareholders Shareholder J P MORGAN NOMINEES AUSTRALIA LIMITED MILTON CORPORATION LIMITED DOMER MINING CO PTY LTD NATIONAL NOMINEES LIMITED UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD NAVIGATOR AUSTRALIA LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED M F CUSTODIANS LTD AUSTRALIAN EXECUTOR TRUSTEES LIMITED NULIS NOMINEES (AUSTRALIA) LIMITED CITICORP NOMINEES PTY LIMITED BCITF (QLD) CORLETTE HOLDINGS PTY LTD F & B INVESTMENTS PTY LIMITED EASTCOTE PTY LTD PRESBYTERIAN CHURCH OF VICTORIA TRUSTS P ILHAN INVESTMENTS PTY LTD BAPTIST INVESTMENT AND FINANCE LTD MR DAVID FELDMAN & MRS LAIMA FELDMAN Voting rights The PEPS do not give the holders any voting rights at any general shareholders meetings, except in certain circumstances. No. of PEPS shares 162,185 50,000 32,200 31,291 26,682 25,288 18,194 15,819 15,641 15,201 13,824 12,493 10,000 10,000 10,000 10,000 10,000 9,866 8,546 8,500 % 8.11% 2.50% 1.61% 1.56% 1.33% 1.26% 0.91% 0.79% 0.78% 0.76% 0.69% 0.62% 0.50% 0.50% 0.50% 0.50% 0.50% 0.49% 0.43% 0.43% 495,730 24.77% BOQ ANNUAL REPORT 2012 125 Shareholding Details (continued) As at 28 September 2012, the following shareholding details applied: 3. Distribution of equity security holders Category 1 - 1,000 1,001 - 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Total Ordinary shares PEPS 2012 55,474 21,665 3,408 1,696 66 82,309 2011 58,886 20,299 2,622 1,200 57 83,064 2012 4,065 208 17 11 1 2011 4,052 186 16 14 1 4,302 4,269 The number of ordinary shareholders holding less than a marketable parcel is 3,517 The number of perpetual equity preference shareholders holding less than a marketable parcel is 1 4. Partly Paid Shares There are no partly paid shares. 5. The names of substantial shareholders in the Bank and the number of shares in which each has an interest as disclosed in substantial shareholder notices given to the Bank are: Substantial shareholders BRED Banque Populaire No. of ordinary shares in which interest is held (at date of notification) 27,315,821 Date of notification 18 December 2009 6. Stock exchange listing The shares of Bank of Queensland Limited (“BoQ”) and PEPS (“BOQPC”) are quoted on the AustralianSecurities Exchange. 7. Options At 31 August 2012 there were options over 1,391,000 (2011: 3,892,934) unissued ordinary shares. There are no voting rights attached to the unissued ordinary shares. Voting rights will be attached to the unissued ordinary shares when the options have been exercised. 8. On market buy-back There is no current on market buy-back. 9. Other information Bank of Queensland Limited is a publicly listed company limited by shares and is incorporated and domiciled in Australia. 126 BOQ ANNUAL REPORT 2012 Annexure A Assets 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Half Year Performance Financial Year Performance Assets under management Loans – net of specific and collective provision for doubtful debts Liquid assets Other assets Total balance sheet assets Securitised assets (off balance sheet) Total assets under management Loans under management (before collective provisions) Housing Commercial BOQ Finance Consumer Total loans under management (before collective provisions) Housing Commercial BOQ Finance Consumer Balance sheet loans (before collective provisions) Housing Commercial BOQ Finance Consumer Total balance sheet loans (before collective provisions) Housing Commercial BOQ Finance Consumer Lending approvals Housing Commercial BOQ Finance Consumer Total lending approvals Funding Shareholders’ equity Perpetual Equity Preference Shares (PEPS) Retail deposits Wholesale deposits Borrowings (including subordinated notes, securitisation liabilities and hybrid debt) Other liabilities Total funding Retail deposit funding % Wholesale deposit funding % Retail funding as a % of total deposits and borrowings 32,386.0 5,920.6 888.3 39,194.9 137.2 39,332.1 23,390.4 5,173.7 3,736.4 303.5 32,604.0 72% 16% 11% 1% 23,390.4 5,173.7 3,599.2 303.5 32,466.8 72% 16% 11% 1% 3,763.0 889.0 837.0 140.0 5,629.0 2,280.0 195.7 19,201.6 9,812.2 6,736.6 968.8 39,194.9 66% 34% 54% 33,276.1 5,712.1 912.6 39,900.8 - 33,514.7 5,615.5 954.3 40,084.5 - 34,147.2 6,479.6 1,131.2 41,758.0 - 33,276.1 5,712.1 912.6 39,900.8 - 34,147.2 6,479.6 1,131.2 41,758.0 - 39,900.8 40,084.5 41,758.0 39,900.8 41,758.0 24,149.4 5,252.4 3,683.5 270.9 33,356.2 72% 16% 11% 1% 24,149.4 5,252.4 3,683.5 270.9 33,356.2 72% 16% 11% 1% 3,641.0 1,076.0 1,349.0 91.0 6,157.0 2,377.9 195.7 20,317.9 9,308.7 6,651.0 1,049.6 39,900.8 69% 31% 56% 24,625.6 5,209.3 3,683.3 238.6 33,756.8 73% 15% 11% 1% 24,625.6 5,209.3 3,683.3 238.6 33,756.8 73% 15% 11% 1% 3,794.0 761.0 1,184.0 69.0 5,808.0 2,245.2 195.7 21,099.0 8,777.0 6,845.4 922.2 40,084.5 71% 29% 57% 25,366.1 5,095.1 3,655.2 223.4 34,339.8 74% 14% 11% 1% 25,366.1 5,095.1 3,655.2 223.4 34,339.8 74% 14% 11% 1% 3,881.0 606.0 1,282.0 72.0 5,841.0 2,703.5 195.7 22,270.0 8,901.9 6,688.1 998.8 41,758.0 71% 29% 59% 24,149.4 5,252.4 3,683.5 270.9 33,356.2 72% 16% 11% 1% 24,149.4 5,252.4 3,683.5 270.9 33,356.2 72% 16% 11% 1% 7,404.0 1,965.0 2,186.0 231.0 11,786.0 2,377.9 195.7 20,317.9 9,308.7 6,651.0 1,049.6 39,900.8 69% 31% 56% 25,366.1 5,095.1 3,655.2 223.4 34,339.8 74% 14% 11% 1% 25,366.1 5,095.1 3,655.2 223.4 34,339.8 74% 14% 11% 1% 7,675.0 1,367.0 2,466.0 141.0 11,649.0 2,703.5 195.7 22,270.0 8,901.9 6,688.1 998.8 41,758.0 71% 29% 59% BOQ ANNUAL REPORT 2012 127 Annexure A (continued) Growth Measures 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Half Year Performance Financial Year Performance Increase / (decrease) in loans under management (before collective provisions) Housing Commercial BOQ Finance Consumer Total increase in loans under management Loans under management growth / (decline)(1) Housing Commercial BOQ Finance Consumer Total growth in loans under management Increase in total assets (under management) Asset growth (under management)(1) Increase in total assets (on balance sheet) Asset growth (on balance sheet)(1) Increase in retail deposits Retail deposit growth(1) (1) Growth measures are calculated from the prior comparable period. Financial Performance Net Interest Income Banking Income Other Income Insurance Income Total Non-Interest Income Total Income Operating Costs IT Costs Occupancy Costs Employee Costs Administrative Expenses Total Expenditure Normalised underlying Profit before Tax Collective Provisions Specific Provisions & Write-Offs Loan Impairment Expense Normalised operating Profit/(Loss) before Income Tax Tax Expense / (Benefit) Normalised cash profit / (loss) after tax 128 BOQ ANNUAL REPORT 2012 727.2 63.7 (174.8) (15.2) 600.9 8.1% (3.3%) 62.0% (7.5%) 7.5% 520.8 8.9% 597.1 9.7% 1,118.3 13.4% 1H/11 310.1 50.4 13.1 19.4 82.9 393.0 44.2 35.5 13.5 75.3 9.0 177.5 215.5 27.7 106.7 134.4 81.1 23.7 57.4 759.0 78.7 (52.9) (32.6) 752.2 6.6% 2.8% (5.8%) (15.0%) 4.2% 568.7 2.8% 705.9 3.4% 1,116.3 12.4% 476.2 (43.1) (0.2) (32.3) 400.6 5.3% 0.7% (1.4%) (21.4%) 3.5% 183.7 1.9% 183.7 2.3% 781.1 9.9% Half Year Performance 2H/11 318.3 50.5 22.8 21.5 94.8 413.1 45.4 31.4 13.6 79.5 11.3 181.2 231.9 (0.7) 66.8 66.1 165.8 46.6 119.2 1H/12 326.0 48.7 8.4 20.2 77.3 403.3 42.9 35.0 15.4 78.2 9.9 181.4 221.9 162.0 165.7 327.7 (105.8) (33.4) (72.4) 740.5 (114.2) (28.1) (15.2) 583.0 5.0% (3.0%) (0.8%) (17.5%) 2.9% 1,673.5 4.7% 1,673.5 4.7% 1,171.0 9.6% 2H/12 330.4 49.9 12.2 21.1 83.2 413.6 45.4 41.2 15.5 81.8 8.1 192.0 221.6 11.2 62.1 73.3 148.3 45.3 103.0 1,486.2 142.4 (227.7) (47.8) 1,353.1 6.6% 2.8% (5.8%) (15.0%) 4.2% 1,089.5 2.8% 1,303.0 3.4% 2,234.6 12.4% 1,216.7 (157.3) (28.3) (47.5) 983.6 5.0% (3.0%) (0.8%) (17.5%) 2.9% 1,857.2 4.7% 1,857.2 4.7% 1,952.1 9.6% Financial Year Performance FY2011 FY2012 628.4 100.9 35.9 40.9 177.7 806.1 89.6 66.9 27.1 154.8 20.3 358.7 447.4 27.0 173.5 200.5 246.9 70.3 176.6 656.4 98.6 20.6 41.3 160.5 816.9 88.3 76.2 30.9 160.0 18.0 373.4 443.5 173.2 227.8 401.0 42.5 11.9 30.6 Financial Performance 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Half Year Performance Financial Year Performance Add / (subtract): significant items after tax: Amortisation of customer contracts (acquisition) Amortisation of fair value adjustments (acquisition) Hedge ineffectiveness Integration / due diligence costs Asset impairment Government guarantee break fee Flood Impact Legacy items Restructuring costs Statutory Net Profit / (Loss) after Tax Profitability Measures Increase / (decrease) in normalised cash underlying profit / (loss) (before tax and impairment)(1)(2)(3) Normalised underlying profit / (loss) growth / (decline)(1)(2) Increase / (decrease) in statutory net profit / (loss) after tax(2) Statutory net profit / (loss) growth / (decline) after tax(2) Increase / (decrease) in normalised cash profit / (loss) after tax(1)(2) Normalised cash profit / (loss) growth / (decline) after tax(1)(2) Statutory profit / (loss) after tax / average total assets(4) Total operating expenses / average total assets(4) Statutory cost to income ratio Normalised cash cost to income ratio(1) Normalised non-interest income / normalised total income(1) Statutory effective tax rate (%) Margin Analysis Interest rate margin Impact of payments to 3rd parties Statutory net interest margin Add back : Amortisation of fair value adjustment (acquisition) Normalised cash net interest margin (3.1) (1.8) (1.6) (2.2) - - (0.7) - - 48.0 25.8 13.6% (42.9) (47.2%) (39.8) (40.9%) 0.3% 1.0% 47.8% 45.2% 21.1% 29.2% 1.98% (0.34%) 1.64% 0.01% 1.65% (3.1) (1.7) 2.6 (1.9) - (4.3) (0.1) - - (5.6) (1.9) (3.0) (1.1) (6.6) - - - - 110.7 (90.6) 42.6 22.5% 19.7 21.6% 19.4 19.4% 0.6% 1.0% 46.2% 43.9% 22.9% 28.1% 1.98% (0.35%) 1.63% 0.01% 1.64% 6.4 3.0% (138.6) (288.8%) (129.8) (226.1%) (0.5%) 1.0% 49.7% 45.0% 19.2% 29.3% 2.01% (0.34%) 1.67% 0.01% 1.68% (4.9) (2.0) (0.3) 0.1 - (2.2) - (14.9) (5.3) 73.5 (10.3) (4.4%) (37.2) (33.6%) (16.2) (13.6%) 0.4% 1.1% 55.3% 46.4% 20.1% 32.4% 1.97% (0.34%) 1.63% 0.01% 1.64% (6.2) (3.5) 1.0 (4.1) - (4.3) (0.8) - - 158.7 68.4 18.0% (23.2) (12.8%) (20.4) (10.4%) 0.4% 1.0% 47.0% 44.5% 22.0% 28.4% 1.97% (0.34%) 1.63% 0.02% 1.65% (10.5) (3.9) (3.3) (1.0) (6.6) (2.2) - (14.9) (5.3) (17.1) (3.9) (0.9%) (175.8) (110.8%) (146.0) (82.7%) 0.0% 1.0% 52.5% 45.7% 19.6% 11.4% 1.99% (0.34%) 1.65% 0.02% 1.67% (1) (2) (3) Normalised measures exclude significant, non-recurring and non-cash items detailed on page 2 of this annexure. Growth / (decline) measures are calculated from the prior comparable period. The increase / (decrease) in underlying profit / (loss) excludes significant items. (4) Measures have been annualised where appropriate. BOQ ANNUAL REPORT 2012 129 Annexure A (continued) Return Analysis(1) 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Half Year Performance Financial Year Performance ROE – weighted average ROE – normalised cash(1) ROA – average ROA – average – normalised cash(1) RORWA RORWA – normalised cash(1) Per Share Data EPS Calculation Reconciliation of earnings / (loss) for normalised cash EPS Normalised cash profit / (loss) after tax Less: PEPS dividends Normalised basic earnings / (loss) available for ordinary shareholders Add back : – – – RePS dividends(2) Convertible note dividends(2) PEPS dividends(2) Normalised diluted earnings / (loss) available to ordinary shareholders Reconciliation of earnings / (loss) for statutory EPS Net Profit / (loss) after tax (statutory) Less: PEPS dividends Statutory basic earnings / (loss) available for ordinary shareholders Add back : – – – RePS dividends(2) Convertible note dividends(2) PEPS dividends(2) Statutory diluted earnings / (loss) available to ordinary shareholders Weighted average number of shares (WANOS): – Basic WANOS(3) Add: Effect of SMOP and award rights Add: Effect of converting preference shares Add: Effect of convertible notes(2) – Diluted WANOS for normalised cash EPS – Basic WANOS(3) Add: Effect of SMOP and award rights Add: Effect of converting preference shares Add: Effect of convertible notes(1) – Diluted WANOS for statutory EPS Statutory basic earnings / (loss) per share (c)(6) Statutory diluted earnings / (loss) per share (c)(6) EPS growth / (decline) (basic)(4) EPS growth / (decline) (diluted)(4) 130 BOQ ANNUAL REPORT 2012 4.5% 5.3% 0.2% 0.3% 0.5% 0.6% 57.4 (4.8) 52.6 - - 4.8 57.4 48.0 (4.8) 43.2 - - - 9.9% 10.6% 0.6% 0.6% 1.1% 1.2% 119.2 (4.9) 114.3 0.3 4.6 4.9 (8.0%) (6.4%) (0.5%) (0.4%) (0.9%) (0.7%) (72.4) (5.0) (77.4) - - - 124.1 (77.4) 110.7 (4.9) 105.8 0.3 4.6 4.9 (90.6) (5.0) (95.6) - - - 5.9% 8.2% 0.4% 0.5% 0.7% 1.0% 103.0 (4.6) 98.4 - - - 98.4 73.5 (4.6) 68.9 - - - 7.2% 8.0% 0.4% 0.4% 0.8% 0.9% 176.6 (9.7) 166.9 0.3 9.2 9.7 (0.7%) 1.3% 0.0% 0.1% (0.1%) 0.1% 30.6 (9.6) 21.0 - - - 186.1 21.0 158.7 (9.7) 149.0 0.3 9.2 9.7 (17.1) (9.6) (26.7) - - - 43.2 115.6 (95.6) 68.9 168.2 (26.7) 231.8 0.8 - - 232.6 231.8 0.8 - - 232.6 18.6 18.6 (55.0%) (52.3%) 234.0 0.8 22.8 21.2 278.8 234.0 0.8 22.8 21.2 278.8 45.2 41.5 11.9% 9.2% 239.9 - - - 239.9 239.9 - - - 239.9 (39.8) (39.8) 263.8 1.3 - - 265.1 263.8 1.3 - - 265.1 26.1 26.0 234.0 0.8 22.8 21.2 278.8 234.0 0.8 22.8 21.2 278.8 63.6 60.3 263.8 1.3 - - 265.1 263.8 1.3 - - 265.1 (10.2) (10.2) (314.0%) (314.0%) (42.3%) (37.3%) (22.2%) (21.7%) (116.0%) (116.9%) Half Year Performance Financial Year Performance Per Share Data 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Normalised basic cash earnings / (loss) per share (c)(1)(6) Normalised diluted cash earnings / (loss) per share (c)(1)(6) Ordinary dividend per share (c) Franking percentage – all dividends Franking credits (consolidated) NTA per share ($) Dividend yield(5) Statutory payout ratio – ordinary shares Normalised cash payout ratio – ordinary shares(1) DRP takeup % (before underwriting) Total ordinary shares on issue – period end Ordinary shares (at record date) Share price – period end ($) 22.7 24.7 26.0 100% 96.5 7.60 5.32% 120% 100% 50% 222.1 222.1 9.85 48.8 44.5 28.0 100% 127.3 7.95 7.43% 57% 53% 52% 225.4 225.4 7.48 (32.3) (32.3) 26.0 100% 129.3 7.30 7.12% n/a n/a 38% 229.6 304.0 7.34 37.3 37.1 26.0 100% 124.9 6.94 6.83% 109% 78% n/a 308.8 308.8 7.55 71.3 66.7 54.0 100% 127.3 7.95 7.22% 77% 69% 51% 225.4 225.4 7.48 7.9 7.9 52.0 100% 124.9 6.94 6.89% n/a n/a n/a 308.8 308.8 7.55 (1) (2) Normalised measures exclude significant, non-recurring and non-cash items detailed on page 2 of this annexure. The Bank is required to perform a trigger test at each balance date to determine whether the RePS, PEPS or convertible notes are dilutive. The PEPS and convertible notes are all non dilutive at 31 August 2012. (3) FY2011 basic and diluted earnings per share have been adjusted for the effect of the rights issue that occurred during the current financial year. (4) Growth / (decline) measures are calculated from the prior comparable period. (5) Measures have been annualised where appropriate. (6) Amalgamation of first half and second half FY12 EPS is not reflective of FY2012 EPS due to the impact of the significantly increased share count in the second half. Asset Quality 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 Half Year Performance Financial Year Performance Specific bad and doubtful debt provision Collective bad and doubtful debt provision General reserve for credit losses Total bad and doubtful debt provision and general reserve for credit losses Collective provision plus general reserve as a % of risk weighted assets Total specific provision/total impaired assets Total provision coverage of impaired assets (times) Total impaired assets/average shareholders’ equity Total impaired assets/non-securitised lending (at risk) Total impaired assets Loans 90 days past due (non-securitised) Loans 90 days past due (securitised) Total loans 90 days past due Total loans 90 days past due as a % of risk weighted assets Bad debts written off to specific provisions Unwind Interest Transfers from collective provision Movement in specific provision Underlying specific bad and doubtful debts 139.7 80.8 57.2 277.7 0.60% 33.0% 0.50 17.3% 1.71% 423.2 326.5 45.5 372.0 2.0% 27.5 - - 79.2 106.7 173.7 80.1 67.0 320.8 0.60% 39.1% 0.55 17.6% 1.71% 444.3 426.0 56.9 482.9 2.4% 32.8 - - 34.0 66.8 249.3 242.1 70.1 561.5 0.96% 43.1% 0.72 23.1% 2.21% 578.7 331.3 59.9 391.2 1.9% 78.3 11.8 - 75.6 165.7 220.3 192.6 70.2 483.1 0.97% 41.9% 0.68 19.7% 1.99% 525.3 297.4 49.2 346.6 1.6% 114.9 11.0 (34.8) (29.0) 62.1 173.7 80.1 67.0 320.8 0.60% 39.1% 0.55 17.8% 1.71% 444.3 426.0 56.9 482.9 2.4% 60.3 - - 113.2 173.5 220.3 192.6 70.2 483.1 0.97% 41.9% 0.68 19.2% 1.99% 525.3 297.4 49.2 346.6 1.6% 193.2 22.8 (34.8) 46.6 227.8 BOQ ANNUAL REPORT 2012 131 Annexure A (continued) Asset Quality Impairment losses written off Transfers to specific provision Movement in collective provision Underlying collective bad and doubtful debts Impairment on loans and advances (Refer to P&L detail) Half Year Performance Financial Year Performance 1H/11 2H/11 1H/12 2H/12 FY2011 FY2012 - - 27.7 27.7 134.4 - - (0.7) (0.7) 66.1 - - 162.0 162.0 327.7 25.9 34.8 (49.5) 11.2 73.3 - - 27.0 27.0 200.5 25.9 34.8 112.5 173.2 401.0 Capital Ratio Data Risk weighted assets Fundamental tier 1 capital Residual tier 1 capital(1) Tier 1 capital deductions Net tier 1 capital Upper tier 2 capital Lower tier 2 capital Tier 2 capital deductions Net tier 2 capital 18,946.3 20,524.6 20,671.4 21,098.1 20,524.6 21,098.1 2,211.1 195.7 (747.6) 1,659.2 114.1 491.5 (41.8) 563.8 2,279.8 195.7 (757.3) 1,718.2 127.3 539.6 (40.8) 626.1 2,143.9 195.7 (820.1) 1,519.5 200.8 544.9 (39.7) 706.0 2,614.7 195.7 (812.3) 1,998.1 192.7 499.9 (31.5) 661.1 2,279.8 195.7 (757.3) 1,718.2 127.3 539.6 (40.8) 626.1 2,614.7 195.7 (812.3) 1,998.1 192.7 499.9 (31.5) 661.1 Total regulatory capital base 2,223.0 2,344.3 2,225.5 2,659.2 2,344.3 2,659.2 APRA capital adequacy calculations Fundamental tier 1 capital Residual tier 1 capital Tier 1 capital deductions Net tier 1 capital Upper tier 2 capital Lower tier 2 capital Tier 2 capital deductions Net tier 2 capital Total capital adequacy ratio Other Information (Actual numbers) Number of corporate branches Number of Owner Managed Branches – QLD Number of Owner Managed Branches – NSW/ACT Number of Owner Managed Branches – VIC Number of Owner Managed Branches – WA Number of Owner Managed Branches – NT Number of Owner Managed Branches – TAS Number of Owner Managed Branches – SA Number of transaction centres – QLD Total number of branches and transaction centres Number of BOQ owned ATMs Number of BOQ branded ATMs(2) Total BOQ branded ATMs Number of redi ATMS (fee free for BOQ customers) Number of BOQ branded EFTPOS machines Number of employees (FTE) 11.7% 1.0% (4.0%) 8.7% 0.6% 2.6% (0.2%) 3.0% 11.7% 52 117 42 29 14 1 2 1 11 269 259 2,453 2,712 3,409 8,704 1,353 11.1% 1.0% (3.7%) 8.4% 0.6% 2.6% (0.2%) 3.0% 11.4% 51 118 42 30 14 1 2 1 11 270 262 260 522 3,376 8,412 1,420 10.4% 1.0% (4.0%) 7.4% 1.0% 2.6% (0.2%) 3.4% 10.8% 52 118 42 31 14 2 2 1 10 272 267 335 602 3,467 8,500 1,458 12.4% 1.0% (3.9%) 9.5% 0.9% 2.4% (0.2%) 3.1% 12.6% 53 119 42 36 13 2 2 1 9 277 267 412 679 3,037 8,947 1,448 11.1% 1.0% (3.7%) 8.4% 0.6% 2.6% (0.2%) 3.0% 11.4% 51 118 42 30 14 1 2 1 11 270 262 260 522 3,376 8,412 1,420 12.4% 1.0% (3.9%) 9.5% 0.9% 2.4% (0.2%) 3.1% 12.6% 53 119 42 36 13 2 2 1 9 277 267 412 679 3,037 8,947 1,448 (1) (2) Residual Tier 1 capital includes the PEPS. BOQ terminated its agreement with Customers Limited and entered into an agreement to join the Redi ATM Scheme in September 2010. 132 BOQ ANNUAL REPORT 2012 B o a r d 1 2 i F n a n c a i l r e p o r t 1 7 S h a r e h o d e r l i f n o r m a t i o n 1 6 5 y e a r s u m m a r y 1 5 l B a a n c e S h e e t s 1 4 R e m u n e r a t i o n i o v e r v e w 1 3 C u s t o m e r s 7 O M B s & C u l t u r e 1 1 E x e c u t i v e t e a m s t r u c u r e t 1 0 E n v i r o n m e n t & C o m m u n i t y 8 C o n t e n t s O p e r a t i o n a l F u n d n g i a n d c a p i t a l 5 e x c e l l e n c e 6 C h a i r R e s u l t s o v e r v e w 1 i t S t r e n g h e n n g i r i s k m a n a g e m e n t 4 ’ m a n s & M a n a g n g D i i r e c o r ’ s t F i t , f o c u s e d , d i f f e r e n t i n s i d e c o v e r l e t t e r 2 different focused fit ACN 009 656 740 ABN 32 009 656 740 +61 7 3336 2420 (overseas) 1300 55 72 72 (within Australia) Customer Service Website: boq.com.au Investor Relations: +61 7 3212 3463 Facsimilie: +61 7 3212 3399 Telephone: +61 7 3212 3333 Brisbane Qld 4000 259 Queen Street Level 17, BOQ Centre Bank of Queensland Limited Annual Report 2012 What we believe & how we will get there We believe ‘banking’ should be simple and that everyone deserves to deal with someone they can trust. Stronger foundations • Group-wide efficiency and effectiveness program • Process improvements as well as structural changes • Strengthened balance sheet and capital position • Enhanced risk management capabilities and culture • Operating model optimisation Customers • Targeting retail, small business and selected commercial customers • Refining our product range and rewarding loyalty • Building enduring financial relationships People and culture • New management team of highly experienced bankers • Embedding a positive, proactive culture with more collaboration and stronger accountability • Bringing trust back to banking

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