Annual
Report
SUSTAINABLE FUTURE 2021
SECURE INVESTMENTS
SOLID OUTCOMES
Our Values
Our vision is to grow sustainably,
delivering mutually beneficial
outcomes to all stakeholders.
Our culture, the way we think
and operate, is underpinned by
our values.
COMMITMENT
Our individual
commitment facilitates
our success
INNOVATION
Our innovative approach
drives continuous
improvement
VALUE DRIVEN
Our performance
driven culture
delivers value
MAKE A
DIFFERENCE
Our ability to influence
and challenge drives
sustainability
EXCELLENCE
Our pursuit of
excellence makes us
a world-class
service provider
COLLABORATION
Our focus on
working together
drives sustainable
partnerships
2
CIVMEC LIMITEDANNUAL REPORT 2021
Contents
1 OUR BUSINESS
1.1 ABOUT CIVMEC
1.2 OUR FACILITIES
1.3 PROJECTS & LOCATIONS
1.4 FY2021 HIGHLIGHTS
1.5 FINANCIAL SUMMARY
1.6 EXECUTIVE CHAIRMAN’S STATEMENT
1.7 CHIEF EXECUTIVE OFFICER’S REPORT
2 OUR OPERATING SECTORS
2.1 ENERGY
2.2 RESOURCES
2.3 DEFENCE & INFRASTRUCTURE
3 OUR SUSTAINABILITY
3.1 HSEQ
3.2 OUR PEOPLE
3.3 COMMUNITY ENGAGEMENT
3.4 SUSTAINABILITY REPORTING
3.5 BOARD OF DIRECTORS
3.6 EXECUTIVE TEAM
4 FINANCIAL REPORT
4.1 DIRECTORS’ STATEMENT
4.2 REPORT ON CORPORATE GOVERNANCE
4.3
INDEPENDENT AUDITOR’S REPORT
4.4 CONSOLIDATED INCOME STATEMENT
4.5 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
4.6 STATEMENTS OF FINANCIAL POSITION
4.7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
4.8 CONSOLIDATED STATEMENT OF CASH FLOWS
4.9 NOTES TO THE FINANCIAL STATEMENTS
4.10 STATISTICS OF SHAREHOLDERS
4.11 NOTICE OF ANNUAL GENERAL MEETING
4.12 DISCLOSURE OF INFORMATION ON DIRECTORS
SEEKING RE-ELECTION
4.13 CORPORATE REGISTRY
4.14 PROXY FORM
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3
CIVMEC LIMITEDANNUAL REPORT 2021
Our
Business
1.1 ABOUT CIVMEC
1.2 OUR FACILITIES
1.3 PROJECTS & LOCATIONS
FY2021 HIGHLIGHTS
1.4
FINANCIAL SUMMARY
1.5
EXECUTIVE CHAIRMAN’S STATEMENT
1.6
1.7 CHIEF EXECUTIVE OFFICER’S REPORT
4
CIVMEC LIMITEDANNUAL REPORT 2021 1
5
CIVMEC LIMITEDANNUAL REPORT 2021 1.1
About Civmec
As a leading Australian construction and engineering
services provider, Civmec delivers a wide range of
integrated services to the Energy, Resources and
Defence & Infrastructure sectors.
Our advanced capabilities, innovative approach
and modern facilities enable us to work smarter
and more efficiently, providing our clients with
high-quality, value-driven solutions to meet
their manufacturing, construction and
maintenance requirements.
With a focus on establishing long-term
partnerships and working collaboratively, we
have played a significant role in the delivery
of some of Australia’s most complex projects,
both onshore and offshore, since our
establishment in 2009.
Our state-of-the-art manufacturing and
maintenance facilities are positioned in strategic
locations in Western Australia, New South
Wales and Queensland, providing our clients
with logistical advantages and enabling us to
respond agilely to their needs.
These world-class facilities, backed by our
extensive equipment base and strong,
multi-disciplined team, enable us to effectively
service projects of all sizes and complexities,
anywhere in Australia.
6
CIVMEC LIMITEDANNUAL REPORT 2021 1.2
Our Facilities
Our main west coast facility, located
just 30 kilometres south of Perth, is
the largest heavy engineering facility
of its kind in Australia. Positioned on
200,000m² of waterfront land in the
Australian Marine Complex (AMC)
precinct, it has access to the AMC’s
prime facilities, ports and equipment, in
addition to 440,000m² of Common User
Facility (CUF) land. Within the Civmec
facility is our cutting-edge 53,000m²
(usable floor area) Assembly Hall,
29,300m² Fabrication Hall, blast and
paint workshops, exotic metals and site
support workshops, and multi-storey
office building.
Our Newcastle facility is our principal
manufacturing facility on the east coast,
situated on 227,000m² of riverfront
land, 14 kilometres from the port of
Newcastle. With more than 22,500m²
of manufacturing workshops (with
capacity to cater for steel and concrete
production requirements), as part of
a combined 30,000m² of undercover
space (including storage areas), the
facility efficiently services the east coast
market, in addition to providing support
for our west coast operations.
Sustaining our maintenance and capital
works operations are our Gladstone and
Port Hedland facilities, each positioned
purposely in major activity hubs for the
Resources and Energy sectors.
Our Gladstone facility, in regional
Queensland, provides light fabrication
capacity and serves as a base for
essential equipment and the workforce
required for maintenance, refractory and
shutdown works in the area.
Our recently secured lease on a Port
Hedland facility represents a real
commitment to the region, making us
more readily available to our clients and
allowing us to ably service onshore and
offshore maintenance and capital works
projects in the north-west of Western
Australia as they arise. In the second
half of the year, we agreed to purchase
approximately five hectares of land in
the industrial area of the regional hub
and have already commenced plans
to develop the site with a substantial
workshop and office development.
A$
2.0
BILLION
Total value of
projects in delivery
in FY2021
FY2021
REVENUE BY SECTOR
Energy
Resources
Defence & Infrastructure
FY2021
REVENUE BY LOCATION
NSW
QLD
WA
7
CIVMEC LIMITEDANNUAL REPORT 2021 1.3
Projects
& Locations
Our key projects in delivery or completed during FY2021 include:
PROJECT
CLIENT OR
OWNER
LOCATION
PROJECT
CLIENT OR
OWNER
LOCATION
TechnipFMC
(for Chevron)
Henderson,
WA
16
Roy Hill – ROM Packages
Roy Hill
Pilbara, WA
1
2
3
4
5
6
7
8
9
Gorgon Stage Two (GS2)
Subsea Installation Project
– Tie-In, Jumper Spools and
Spreader Beams
Gorgon Stage Two (GS2)
Subsea Installation Project –
Buckle Initiators
Pluto LNG Project
Five-Year Term Non-Exclusive,
Non-Binding Outline
Agreement, with Two
One-Year Extension Options
Allseas (for
Chevron)
Henderson,
WA
Woodside (via
EPCM Worley)
Henderson,
WA
Woodside
Karratha, WA
Julimar Phase 2 Manifold
and Mudmat
Woodside
Eliwana Mine – Primary
Crushing and Ore Processing
Facility
Fortescue
Metals Group
Henderson,
WA
Pilbara, WA
Kemerton Lithium Project
Albemarle
Kemerton, WA
Kemerton Lithium Project –
Manufacturing of Kilns
Metso
Mesa A – Wet Plant and
Fixed Plant Workshop
Rio Tinto
10 Mesa J – Secondary Sizer/
Rio Tinto
TLO Bin
11 Gudai-Darri (Koodaideri)
Rio Tinto
Project – Trusses, Platework
and Stick Steel
12
Hay Point SABR Project –
Ship Loader Replacement
For BHP
Mitsubishi
Alliance (BMA)
Henderson,
WA
Henderson,
WA and
Newcastle,
NSW
Henderson,
WA
Henderson,
WA and
Newcastle,
NSW
Henderson,
WA and
Newcastle,
NSW
17
18
Jimblebar – TLO
Replacement Bin
For BHP
Henderson,
WA
South Flank – Rail Mounted
Machines and Smart
Modules
BHP and
thyssenkrupp
Henderson,
WA
19
Dumper Tray Bodies
DT Hiload
Alcoa Australia
Newcastle,
NSW
Willowdale,
WA
Queensland
Alumina Limited
Gladstone,
QLD
Rio Tinto
Yarwun, QLD
Fortescue
Metals Group
Pilbara, WA
Roy Hill
Port Hedland
Alcoa Australia
20
Alcoa Willowdale Mine –
Larego Overland Conveyor
Package
21 Multi-Disciplined Mechanical
Maintenance Works to
Support Major Shutdowns
22 Multi-Disciplined Mechanical
Maintenance Works to
Support Major Shutdowns
Variety of Multi-Disciplined
Mechanical, Structural and
Conveyor Maintenance
Works
Variety of Multi-Disciplined
Mechanical, Structural and
Conveyor Maintenance
Works
Calciner Maintenance,
Major Overhaul and Repair
Services
23
24
25
26
SEA 1180 Offshore Patrol
Vessel Program
Luerssen
Australia
27
Submarine Rescue Facility
Phoenix
International
Henderson,
WA
Pinjarra,
Wagerup and
Kwinana, WA
Henderson,
WA
Perth, WA
Henderson,
WA
Newcastle,
NSW
Newcastle,
NSW
13
14
15
Iron Bridge Magnetite
Project – Dry Plant Detailed
Earthworks and Concrete
Package
Iron Bridge Magnetite
Project – SMPE&I, Supply of
Modules
Roy Hill De-Bottlenecking
Project – Civil Package
Iron Bridge JV
(IBJV)
Marble Bar,
WA
Iron Bridge JV
(IBJV)
Marble Bar,
WA
Roy Hill
Pilbara, WA
29
30
31
28
Perth Kids’ Bridge
Hay Point SABR Project –
Berth Replacement
Main Roads
WA
For BHP
Mitsubishi
Alliance (BMA)
Princes Highway Upgrade –
Berry to Bomaderry
For TfNSW
Transport for NSW Bridge
Projects
TfNSW
ENERGY
RESOURCES
DEFENCE & INFRASTRUCTURE
8
CIVMEC LIMITEDANNUAL REPORT 2021 Operational Locations
and Offices
E
Singapore
Registered Office
CIVMEC OFFICES & FACILITIES
A
B
C
D
E
Perth
Newcastle
Gladstone
Port Hedland
Singapore
Port Hedland
D
6
4
23
13
15
24
14
16
1
8
12
25
2
9
3
5
10 11
17
26
18
27
20
28
29
Perth
A
7
22
21
C
Gladstone
B
Newcastle
9
11
12
19
30
31
HENDERSON WA
NEWCASTLE NSW
9
CIVMEC LIMITEDANNUAL REPORT 2021WANTSAQLDNSWVICTAS 1.4
FY2021
Highlights
With our geographical diversification
complete in line with previously
determined plans, and the majority
of our facilities established, our
focus during FY2021 was on
delivering solid outcomes in the key
areas of safety, performance and
profitability. We were also driven by
our corporate social responsibilities,
embracing a number of new
initiatives for the betterment of our
people and the broader community.
2020
ORDER BOOK REACHED
$1.2 BILLION
With a number of significant
contracts and extensions awarded
throughout FY2021, our order book
reached $1.2 billion in November.
This included contracts from Iron
Bridge JV (IBJV), Woodside, BHP
Mitsubishi Alliance (BMA), Rio Tinto,
Roy Hill, Alcoa Australia and Main
Roads WA.
131
projects in delivery
in FY2021
10
SUCCESSFUL CONTINUATION OF
SEA 1180 OPV PROGRAM
We continued to make good progress
on the Royal Australian Navy’s Offshore
Patrol Vessel (OPV) Program, with keel
laying for OPV3 held in September and
construction commencement of OPV4
in January. We now have two ships
under consolidation in our new
Assembly Hall.
CAPITAL WORKS DIVISION FORMED
Our Capital Works division was formed
to provide additional resources and
operational support for future Western
Australian maintenance and capital
works opportunities in the Energy and
Resources sectors. This is a new target
area of opportunity for the business,
having only had minor interactions
previously. The requirement comes from
both existing and new clients, all of
whom have a significant requirement for
our multi-disciplined capability.
A$
780
MILLION
of contracts awarded
or extended in
FY2021
CIVMEC LIMITEDANNUAL REPORT 2021 IMPLEMENTED OUR
FORMALISED MENTAL HEALTH
STRATEGY
We introduced a three-year Mental
Health Strategy to all areas of the
business to ensure we are adequately
prepared to address mental health
issues across employees and
their families, and offer them the
best support at their time of need.
Consistent with this renewed
focus, we partnered with MATES in
Construction, an important Australian
charity that provides mental health and
suicide prevention support for workers
in the construction industry.
SECURED PORT HEDLAND
FACILITY
We strategically expanded our
geographical footprint, securing a
facility in Port Hedland, Western
Australia, putting us in closer
proximity to major onshore and
offshore Pilbara operations and
providing additional support for our
newly established Capital Works
division. We subsequently made
a long-term commitment to the
region with the purchase of a five-
hectare industrial landholding at the
export hub, with plans underway
for development of workshop and
office facilities.
59,450
TONNES OF STEEL
through our
workshops
INTRODUCED PAID PARENTAL
LEAVE SCHEME
With strong consideration for the
value we place on our female
employees, we introduced a Paid
Parental Leave scheme, providing up
to ten weeks’ paid leave for eligible
employees across all regions upon
the birth or adoption of a child in
order to facilitate an enhanced
work-life balance. Secondary carers
may also receive up to two weeks’
paid leave.
2021
CREATED LOCAL EMPLOYMENT
FOR MORE THAN 2,800 PEOPLE
Over the course of the financial year,
we directly employed approximately
2,800 people at peak, including
67 apprentices/pre-apprentices,
56 graduates/undergraduates and
10 trainees. We also engaged with
students through schools, colleges
and via career expos, providing
students with an insight into our
sustainable career pathways and
training programs.
COMPANY AND SAFETY AWARDS
We won awards for the company and
project specific safety performance,
including the Skill Hire ‘Host Safety
Award for 2020’, ‘Contractor of the
Month’ across many of our sites,
including the Kemerton Lithium Project
and Rio Tinto’s Mesa projects. Several
of our apprentices and trainees were
also recognised for their achievements
throughout the year, with many of
them finalists in the annual awards for
standout apprentices in the State.
SUPPORTED VARIOUS
COMMUNITY CHARITIES
We are always conscious of the
importance of our position and
responsibilities within the community
and this year we continued to care
for those around us by supporting
a number of charities, including
St Patrick’s Community Support
Centre, Foodbank, Cancer Council,
RUAH and, most notably, the St.
Vincent De Paul Society through the
CEO Sleepout, where Civmec CEO
Pat Tallon and Group Manager HR
& IR Stephanie Baptist combined to
raise some of the highest amounts
in Western Australia.
11
CIVMEC LIMITEDANNUAL REPORT 2021 1.5
Financial
Summary
The Group achieved a record Net Profit After Tax (NPAT) of
A$34.6 million for the financial year ended 30 June 2021 (FY2021),
representing a 98 per cent increase on the previous financial year.
Revenue for FY2021 increased to A$674.2 million and Earnings
Before Interest, Tax, Depreciation and Amortisation (EBITDA)
increased to A$73.8 million.
The year end result was reflective of the Group’s
efforts to generate growth in net profit returns and
stable, reliable revenue in FY2021. Maintaining the
positive momentum in profitability and revenue will
remain a key priority going forward.
Consistent with the previous year’s results, and
with prudent management to ensure it had
minimal effect, COVID-19 had no material impact
on the Group’s financial performance at the end
of FY2021.
Net cash generated from operating activities was
A$58.3 million and, at year end, the Group had
A$48.2 million cash in the bank.
The Group ended FY2021 with a very strong order
book of A$1.0 billion, representing a A$100 million
increase from the FY2020 year end and fortifying
the Group’s financial position as it enters FY2022.
Forward tendering outlook remains positive
with the Group now well diversified and firmly
established to capitalise on future private and
public infrastructure spend.
Following the completion of major capital
investment works in Henderson, the Group
returned to regular capital expenditure in FY2021,
with debt controlled and decreasing by $2.4 million
over the period. The value of property, plant and
equipment increased to A$412.0 million. Recent
investment by the Group in establishing a Port
Hedland presence will set the foundations for a
successful longer term outcome when the
Company develops the land purchased in the
region, which is anticipated to generate a positive
return on capital over the coming years.
At completion of FY2021, the Group had
total assets of A$636.9 million, net assets of
A$292.1 million and net tangible asset backing of
A$0.583 per share.
A$
100
MILLION
INCREASE
FY2021 Order Book
compared to FY2020
92%
INCREASE
FY2021 EBITDA
compared to FY2020
12
CIVMEC LIMITEDANNUAL REPORT 2021 Financial
Performance
A$’000’000
Revenue
EBITDA
NPAT
Operating Cash Flow
Earnings per share (cents)
Total dividend payment (cents)
Return on equity (%)
Operating
Cashflow
A$ 100
A$ 50
A$ 0
A$ (50)
2021
674.2
73.8
34.6
77.1
6.94
2.0
11.9
2020
391.9
38.5
17.5
42.5
3.51
1.0
6.7
Change
72%
92%
98%
81%
98%
100%
78%
Dividend
CPS
Dividend - Cents Per Share
A$ 2.0c
A$ 1.5c
A$ 1.0c
A$ 0.5c
A$ 0
2018
2019
2020
2021
2018
2019
2020
2021
Operating
Currency
Revenue (A$)
A$ 750m
A$ 500m
A$ 250m
A$ 0
NPAT (A$)
Net Profit After Tax
A$ 30m
A$ 20m
A$ 10m
A$ 0
2018*
2019
2020
2021
2018*
2019
2020
2021
EBITDA (A$)
Earnings Before Interest, Tax, Depreciation and Amortisation
Order Book (A$)
A$ 80m
A$ 60m
A$ 40m
A$ 20m
A$ 0
A$ 1b
A$ 750m
A$ 500m
A$ 250m
A$ 0
2018*
2019
2020
2021
2018
2019
2020
2021
*2018 restated
13
CIVMEC LIMITEDANNUAL REPORT 2021 1.6
Executive Chairman’s
Statement
On behalf of the Board of Directors,
I am pleased to present the 2021
Civmec Limited Annual Report.
In what has been another challenging year for many
companies and countries globally, we are very pleased
to have delivered some of our best results. I feel this
is an outcome of the forward vision and strategy we
have implemented since we commenced operations
in 2009. Back then, we initiated a continuous
development plan for the Henderson precinct, and
we have now seen this plan through to completion.
We have also made other geographical and
operational adjustments within the growing business
to ensure we establish a solid platform for a long-term,
sustainable company.
While we will continue to look for opportunities to
further strengthen the business, there is a certain
sense of fulfilment in witnessing what has been
achieved to date, and I am proud of our entire
workforce for their enthusiasm and efforts. We have
delivered to our planning and have found ourselves in
the strengthened position we are now in today. Going
forward, our past capital investments have provided
us with a substantial, tangible asset base that is stable
and strong, while our diversification strategy now sees
us firmly positioned to capitalise on opportunities
across the sectors in which we operate, across public
and private enterprise.
We have continued to service the market through
another year of the pandemic, a trying period that has
led many of our clients to see the increased value that
Australian manufacturers can provide for their local
projects. Our well-established local resource pools,
state-of-the-art facilities and vast self-performance
capability have not only enabled us to continue
delivering a world-class service, but excel in doing so.
FINANCIAL PERFORMANCE
Our revenue for FY2021 was A$674.2 million, with a
net profit after tax of A$34.6 million. These results are a
pleasing validation of the strategies implemented during
our growth phase of investment and expansion.
In addition to our emphasis on improving profitability in
FY2021, we maintained focus on sustaining cash flow
and were awarded a significant number of new contracts
across all sectors, taking our order book to as high as
$1.2 billion in November 2020.
The value of new and extended contracts awarded in
FY2021 was A$780 million, comprising new projects and
additional scopes in Energy (A$99 million); Resources,
including maintenance and specialist refractory works
(A$537 million); and Defence & Infrastructure (A$144
million). A number of the significant projects awarded
during FY2021 will carry forward into coming years,
providing us with consistent revenue that will extend well
beyond FY2022.
DIVIDENDS
With further strengthening of the balance sheet
transpiring this financial year, a strong financial position
overall and a demonstration of a genuine willingness to
return value to our shareholders, this year we declared
our first interim dividend of A$1.0 cents per share,
which was paid in March 2021. I feel the business
has matured significantly since inception and the
interim distribution of funds to shareholders is reflective
of the confidence we have in the future outlook for
the business.
The Board of Directors has also recommended a final
cash dividend of A$1.0 cents per share, subject to
14
CIVMEC LIMITEDANNUAL REPORT 2021 shareholders’ approval at our Annual General Meeting
on 29 October 2021. The full year dividend payment
represents a 29 per cent payout ratio and will be paid
on 17 December 2021.
OUR PEOPLE
In yet another year impacted by COVID-19, our
workforce demonstrated incredible resilience and
adaptability, particularly those who were considerably
impacted by state border restrictions and lockdowns,
and for this I am extremely grateful.
I am pleased that we maintained our position as a
significant Australian employer, not only providing
certainty to our current employees, but also creating
new opportunities for local workers, apprentices,
trainees and graduates. In FY2021, we provided
employment to approximately 2,800 workers at
peak across Australia.
The strength and depth of our multi-skilled workforce,
combined with the continuous upskilling opportunities
we are making available to them, is now, I believe, one
of our most significant differentials and an extremely
valuable asset to our business.
STRATEGY AND FUTURE FOCUS
While we entered FY2022 with a solid order book of
A$1.0 billion, looking ahead, we will continue to focus
on maintaining capital discipline, securing consistent
revenue streams and further improving profitability to
provide sustainable outcomes for the future.
We believe our long-term strategy of diversification, in
combination with our significant investment in property,
plant and equipment over the years, has us positioned
in excellent stead for upcoming contracts in both the
private and public sectors. Our vertically integrated,
turnkey offering enables us to service projects of all
sizes and complexities, anywhere in the country, from
our world-class facilities.
With a renewed consideration on Australian
manufacturing and more clients recognising the
tangible value in our high-quality, locally made
product, we are optimistic on the sustainability of the
business overall for many generations to come; a
fundamental that will extend long beyond the current
global situation that has been a consequence of the
COVID-19 pandemic.
On behalf of the Board, I would like to congratulate
and thank our people for the commendable results
we have achieved this year. I appreciate the dedication
and commitment you have shown and look forward
to celebrating more successes together in the
years ahead.
I would also like to take this opportunity to thank our
clients for their continued confidence in us. Many of
you have shared the journey with us for a number
of years and we pledge to continue to deliver safely,
efficiently and to the highest standards.
To my fellow Executives and Independent Directors, I
would like to acknowledge and thank you for your hard
work and guidance.
And finally, to our investors, thank you for the trust and
loyalty you have placed in us. I am confident that we are
in a strong position to gain increasing benefit from our
past strategic investments and that, in turn, will continue
to drive shareholder returns in the coming years.
Yours sincerely
James Fitzgerald
Executive Chairman
Civmec Limited
15
CIVMEC LIMITEDANNUAL REPORT 2021 1.7
Chief Executive
Officer’s Report
FY2021 has been a strong
year for us, as we reap
the rewards of our long-
term strategy, despite
the ongoing challenges
presented by COVID-19.
By continuously refining
and enhancing our
processes and practices,
we have developed robust
systems to manage the
safety and wellbeing
of our workforce and
business, enabling us to
maintain solid, reliable
outcomes in operations.
Although a small number of our projects were
impacted by client constraints or pandemic
restrictions, we were able to navigate this
with strong communication, flexibility and
collaboration. This approach, combined with
our local manufacturing capabilities, has
enabled us to keep our operations profitable
and our people employed, providing our clients
with surety of delivery in these uncertain times.
With innovative methodologies, proven onsite
and offsite delivery, and significantly increased
capacity following completion of our world-
class Assembly Hall in Henderson, this year we
have seen an increase in early engagement with
clients on future projects. This is an indication
that they are, more than ever, seeing the value
of our turnkey solution offering, which includes
our in-house local manufacturing capability.
40%
INCREASE
to the number of apprentices,
graduates and trainees in FY2021
16
CIVMEC LIMITEDANNUAL REPORT 2021 This represents validation of our past investment
decisions and gives us confidence in the long-term
sustainability of the business. Our comprehensive
service offering, now as a recognised Tier 1 contractor,
has us well placed to pursue upcoming, large-scale
opportunities in both the public and private sectors.
BUSINESS PERFORMANCE
The Company maintained strong operational
performance across all sectors, continuing to deliver
core projects and securing several significant new
contracts throughout the year.
In the Energy sector, we continued to demonstrate
our specialist subsea capabilities with works on the
Chevron-operated Gorgon Stage Two (GS2) Subsea
Installation Project, completing delivery of 15 buckle
initiators for Allseas in January and continuing in the
delivery of tie-in, jumper spools and spreader beams
for TechnipFMC. The latter works are scheduled for
completion in late 2021. We delivered interconnector
and stair tower modules, skids and piping spools
for Woodside’s Pluto-Karratha Gas Plant (KGP)
Interconnector Project, via EPCM Worley, and a
manifold and removable mudmat for Woodside’s
Julimar Phase Two Project. We were also awarded
a five-year term non-exclusive, non-binding outline
agreement by Woodside to support their onshore and
offshore production facilities and capital projects (with
two one-year extension options available).
Our Resources division celebrated the successful
full vertical delivery of the primary crushing and ore
processing facility at Fortescue Metals Group’s new
Eliwana mine in November, which included shop
detailing and fabrication at Henderson and Newcastle,
plus delivery and site installation of civil, structural,
mechanical, piping and electrical works. We also
completed the Larego overland conveyor package
at Alcoa’s Willowdale mine. We continued to support
the delivery of Australia’s largest lithium hydroxide
plant, the Kemerton Lithium Project. Having earlier
completed the civil concrete works, we have gone
on to provide fabrication and onsite installation of the
plant’s structural, mechanical, piping and insulation,
as well as the supply and installation of refractory
linings into the kilns we previously manufactured for
the processing plant.
The Iron Bridge Magnetite Project, a joint venture
between Fortescue Metals Group subsidiary FMG
Magnetite Pty Ltd and Formosa Steel IB Pty Ltd,
awarded us three significant packages over the
course of the year, firstly for civil and concrete works,
then for the fabrication of various steel structures
and components in a contract for the installation
of modules, as well as a contract for the structural,
mechanical, piping, electrical and instrumentation
works on the project. We were awarded two separate
contracts for the BHP Mitsubishi Alliance (BMA) Hay
Point Coal Terminal Project. These works include the
fabrication, modularisation and commissioning of a
ship loader, and to manufacture approximately 15,000
tonnes of steelwork for the development of extensive
port infrastructure. These are large and significant
projects for our client, and the Queensland region,
and it is pleasing that such a quality-conscious client
has trusted us to deliver it, with a very
collaborative approach.
Highlighting the recognised value in our service
offering, we were awarded several new packages
by some of our other longest-standing clients. This
included an additional package from Rio Tinto on
the Robe Valley Sustaining Project to design and
construct a fixed plant workshop at Mesa A, in
addition to the previously awarded wet plant package,
and a contract for the supply and installation of civil
works for the new Mesa J secondary sizer. We also
continued our ongoing relationship with Roy Hill
with the award and delivery of a civil package for a
de-bottlenecking project, while continuing to support
BHP with a heavy engineering package for the
manufacture of train load out (TLO) bin modules for
their Jimblebar mine site.
Delivery of the prestigious Royal Australian Navy
SEA 1180 Offshore Patrol Vessel (OPV) Program
continued, with several key milestones achieved
during the year. This included the completion of
the hull of OPV2, the keel laying of OPV3, and the
construction commencement of OPV4. As of June
2021, we had approximately 225 full time Civmec
employees supporting construction of the OPVs
from our Henderson facility. We also successfully
completed construction of the multimillion-dollar
Submarine Rescue Service (SRS) facility in Henderson
for Phoenix International.
In the Infrastructure space, we were engaged by Main
Roads WA to deliver the Perth Kids’ Bridge Project,
which was completed on schedule and now links the
Perth Children’s Hospital with Kings Park, providing
respite for children undergoing treatment in the
hospital. I am confident that our successful delivery
of this iconic project has cemented our status in the
Western Australian public infrastructure sector and will
hold us in good stead for future opportunities. We also
delivered a number of infrastructure packages from
our Newcastle facility, including further bridge projects
for Transport for New South Wales (TfNSW) including
the completion of several significant bridge structures
for the Berry to Bomaderry portion of the Princess
Highway upgrade, south of Sydney.
Our east coast facility continued to work in synergy
with the west, fabricating key components on major
projects, which enabled us to expedite schedule and
maximise output. Notably, this year, that included the
manufacture of shuttle trusses, conveyor trusses,
platework and stick steel on a significant new
package of work awarded to us for the Rio Tinto
Gudai-Darri (Koodaideri) Project. We were also able to
utilise both facilities for the fabrication and delivery of
structural steel and platework on Rio Tinto’s Mesa A,
as well as fabrication of stainless steel hand rails and
other items on the Hay Point ship loader. Additionally,
following on from FY2020, our Newcastle facility has
continued fabricating dumper tray bodies for heavy
haul equipment suppliers to the Resources sector.
17
CIVMEC LIMITEDANNUAL REPORT 2021 While our Maintenance division was slightly
impacted by the rescheduling of some clients’
planned maintenance works, due to their
COVID-19 risk mitigation measures whereby
clients minimised the number of personnel on site,
it remained an important division as we continued
to deliver mechanical maintenance and refractory
services across Western Australia, Queensland
and the Northern Territory. We expect these works
will be, at least, sustained over the next financial
year, with increased activity anticipated as we
advance from the pandemic. During the year, we
also negotiated a new three-year maintenance
contract with Alcoa Australia, continuing our long-
term relationship with the company.
To complement our Maintenance division, we
secured land for a new facility in Wedgefield, Port
Hedland, giving us a prime base in the Pilbara to
enable rapid mobilisation and support our clients’
onshore and offshore assets in the region.
The Company maintained
strong operational
performance across all
sectors, continuing to deliver
core projects and securing
several significant new projects
throughout the year.
Port Hedland is the world’s biggest bulk export
port by tonnage and is the prime port for many
of our clients, with close proximity to numerous
LNG port facilities and Resources mine sites, so
the significance of establishing in the area should
not be underestimated. We see strong long-term
opportunities for the business, particularly in
maintenance and capital works, with the planned
facility development, our Gladstone maintenance
workshop and two manufacturing facilities.
Furthermore, we established a new Capital Works
division, which provides focused support for
maintenance and capital works in the Energy and
Resources sectors. It is our strategic intent that
this evolution of our service offering will ensure we
have the resources and expertise to seize more
opportunities in this area as the need for these
services increases.
OUR PEOPLE
We have continued to invest in the training
and development of our people, utilising
innovative programs devised to upskill and
reinforce our capable team from within, and
collaborating with local high schools, colleges,
universities and government departments
throughout the year.
Our Graduate Program has initiated an increase
in the number of graduates, apprentices and
trainees across the business, particularly in
the Health, Safety and Environment (HSE)
and Engineering fields. It is also pleasing to
report our intake of apprentices, graduates and
trainees rose this year by 40 per cent. At the
end of June, we had 150 apprentices, trainees
and graduates on long-term structured training
programs across a wide age demographic. We
are conscious of the importance of giving the
next generation of people the required skills to
ensure we have a sustainable industry.
Cultivation of our in-house LEAD Program
continues to provide our people with exciting,
sustainable career pathways in the business.
Tailored as a supervisor and leading hand
training program, which includes four
nationally accredited units delivered through
our Registered Training Organisation, it was
implemented to identify and upskill emerging
leaders within the business. I am positive
that by enhancing the knowledge and
understanding of our supervisors, leading
hands and management team, we can continue
to attract and retain talent at the highest levels,
paving the way for our future succession plan.
In a testament to the quality of our programs,
five of our apprentices were nominated in the
2020 Skill Hire Awards, with our apprentice
Hailey Maisey securing the “Apprentice Safety
Awareness” award. We were also thrilled to
receive the “Host Safety Award for 2020” at
this event.
Acknowledging that our responsibilities
extend beyond our immediate employees,
we have continued to foster mutually beneficial
relationships with a wide range of local
subcontractors, with a particular emphasis
on increasing our indigenous engagement.
This has, in turn, been recognised for helping
to provide employment and other benefits to
those businesses, their employees and the
wider community.
I would also like to draw attention to the
incredible generosity of our people in supporting
18
CIVMEC LIMITEDANNUAL REPORT 2021 various charities this financial year. Whether
it be volunteering time, donating money or
goods, recycling containers or baking for charity
morning teas, it all contributes to creating a
better community and positive work culture,
both of which I am extremely proud to be a
part of.
STRATEGY AND FUTURE FOCUS
Going forward, we will continue to maximise the
utilisation of our modern, well-equipped facilities
and tangible assets, gaining value from our
earlier diversification and significant investments
on both sides of the country. With an aim to
capitalise on future government and private
spend, we will target profitable construction,
manufacturing, sustaining capital and
maintenance opportunities, be it the complete
vertical delivery of new projects and expansions,
or separable works portions.
Our OPV Program will provide us with sustained
revenue until 2029, and we are confident that
additional opportunities will emerge in the
Defence sector as the Federal Government
continues to expand its naval shipbuilding and
sustainment program. I also believe we have
solid potential to increase our revenue in the
public Infrastructure sector, particularly given
our status as a Tier 1 contractor and proven
ability to deliver.
The establishment of our Capital Works division,
coupled with our new Port Hedland facility, has
strengthened our service offering in sustaining
and brownfields projects, and we believe we
are well poised for growth in these areas in the
coming years.
Since we commenced our initial operations,
we have worked hard to develop and maintain
a strong, capable team. To this end, I firmly
believe in the skills and capabilities of our
workforce; a workforce which is led by an
exceptional management and executive team,
and one which is only set to broaden in depth
and capacity as more talent is identified and
nurtured from within.
I would like to take this opportunity to thank
our people for their hard work and dedication,
their diligence and resilience over the past
year, particularly in adapting to the necessary
changes we have had to make in light of
COVID-19.
To our clients, thank you for the ongoing trust
you place in us. As always, our focus remains
on delivering an exceptional-quality product
to you in the safest, most efficient way. We
look forward to continuing to support you,
sustainably, in the years ahead.
And finally, a word of thanks to our
shareholders, whose support is always much
appreciated and for whom we will continue to
work diligently to ensure positive outcomes.
Yours sincerely
Patrick Tallon
Chief Executive Officer
Civmec Limited
19
Our
Operating
Sectors
2.1
ENERGY
2.2 RESOURCES
2.3 DEFENCE & INFRASTRUCTURE
20
CIVMEC LIMITEDANNUAL REPORT 2021 2
21
CIVMEC LIMITEDANNUAL REPORT 2021 2.1
Energy
174%
INCREASE
to FY2021 Energy Sector Revenue
compared to FY2020
22
CIVMEC LIMITEDANNUAL REPORT 2021 During FY2021, we continued to deliver high-quality,
tailored solutions for our Energy clients, continually proving
our value when it comes to delivering a premium end
product that meets the exacting standards of the sector.
A$
38
MILLION
annual revenue
for FY2021
A$
99
MILLION
in new
contract awards
and extensions
With a wide range of experience on
significant Energy projects over the
years and specialist subsea capabilities,
our increased capacity at Henderson is
providing clients with more opportunities
to engage as they seek to unlock
the value of our local manufacturing
capabilities.
Our works on the Chevron-operated
Gorgon natural gas facility continued in
FY2021, specifically the Gorgon Stage 2
(GS2) Subsea Installation Project, an
expansion to the subsea gas gathering
network to maintain long-term natural
gas supply to the LNG facility on Barrow
Island. Of the two GS2 packages
awarded to Civmec in the previous year,
we completed delivery of 15 buckle
initiators for client Allseas in November.
The scope included the supply,
fabrication, application of a specialist
subsea painting system, and testing
of the buckle initiators, each weighing
approximately 55 tonnes, before trial
lifting and loadout from the Australian
Marine Complex (AMC). Delivery of the
tie-in, jumper spools and spreader beams
for Technip FMC is ongoing, with the
scope including fabrication and testing of
the 2,200 tonnes of components. All work
on the GS2 project is being undertaken
at either our state-of-the-art Henderson
facility or the Common User Facility at the
AMC. This includes post-metrology and
factory acceptance testing, with loadout
occurring from the Common User Facility.
In a demonstration of our diverse depth
of skills and capabilities, our works for
Woodside – via EPCM contractor Worley
– on the Pluto-Karratha Gas Plant (KGP)
Interconnector Project were successfully
completed in June. The Interconnector
Project was developed to transport
gas from the Woodside-operated
Pluto LNG facility to the North West
Shelf Project’s KGP via a five-kilometre
pipeline, providing an opportunity to take
advantage of future excess capacity at
KGP and the potential to accelerate future
developments of other offshore Pluto gas
reserves, as well as third-party resources.
Our overall scope of work for the project
included the supply, fabrication, surface
treatment, assembly, testing and delivery
of an interconnector module, stair tower
module, skids and more than three and a
half kilometres of piping spools.
During the year, we completed a
package for Woodside’s Julimar Phase
2 Project for the supply, fabrication,
surface treatment, testing and delivery
free alongside (FAS) of a manifold and
removable mudmat foundation.
Our Manufacturing division received
a significant boost with the award of
a five-year term non-exclusive, non-
binding outline agreement by Woodside,
with two possible one-year extension
options, to support their onshore
and offshore production facilities and
capital projects. This includes the
provision of miscellaneous piping and
structural steel fabrication, surface
treatment and assembly, in a range
of separate packages.
With the vast capacity of our cutting-
edge facilities, we will continue to target
new projects and expansions, along
with ongoing asset maintenance and
turnaround packages across Australia,
in anticipation of increased activity in the
sector as time progresses. Given our
extensive experience, strong suite of
specialised capabilities and modern plant
and equipment, we are well positioned to
capitalise on future opportunities in the
sector as they come to market.
23
CIVMEC LIMITEDANNUAL REPORT 2021 Gorgon Stage Two
Subsea Installation Project
Tie-In, Jumper Spools and Spreader Beams
Client
Technip
FMC (for
Chevron)
Location
Henderson,
WA
Duration
September
2019 –
Late 2021
Since 2010, Civmec has delivered several
major works packages on the Gorgon
natural gas facility, including site civil works,
precast and structural steel fabrication
in construction of the plant, followed by
ongoing structural steel works, both onshore
and offshore, as well as planned turnaround
maintenance on the Domgas plant.
Works on the Chevron-operated Gorgon
Stage Two (GS2) Subsea Installation Project
have continued this year. Our contract
scope for the production of tie-in and
jumper spools includes the fabrication and
testing of 900 tonnes (26 spools) of 26-inch
to 8-inch CRA (corrosion resistant alloy)
Inconel clad material, 2-inch to 4-inch solid
Inconel and 2-inch to 8-inch carbon steel.
The package also comprises the supply,
fabrication and testing of 1,300 tonnes of
rigid spreader beams for the GS2 project. All
work is being undertaken at our Henderson
facility, including the development of all
WPS (welding procedures), pre- and post-
metrology fabrication, non-destructive
testing, surface treatment (TSA), hydrotesting
and factory acceptance testing, including
trial lifting and loadout from the Common
User Facility at the AMC.
24
CIVMEC LIMITEDANNUAL REPORT 2021 Pluto LNG Project
Interconnector and Stair Tower Modules
Client
Woodside
(via EPCM
Worley)
Location
Henderson,
WA
Duration
May 2020 –
Mid 2021
Civmec was contracted to supply,
fabricate, surface treat, assemble, test
and deliver an interconnector module,
stair tower module and piping spools
and skids for Woodside’s Pluto LNG
Project. In total, we delivered 3.5
kilometres of piping and 295 tonnes of
structural steel, with the largest fitted
out module weighing 180 tonnes.
The Pluto-Karratha Gas Plant (KGP)
Interconnector project will transport gas
through the interconnector, providing the
opportunity to take advantage of future
excess capacity at KGP and will also
have the potential to accelerate future
developments of other offshore Pluto gas
reserves, as well as third-party resources.
Gorgon Stage Two
Subsea Installation
Project
Buckle Initiators
Client
Allseas (for
Chevron)
Location
Henderson,
WA
Duration
August 2019
– January
2021
The contract scope included the supply,
fabrication, non-destructive testing,
application of a subsea painting system,
system integrity testing (SIT) and factory
acceptance testing (FAT) of 15 buckle
initiators, weighing approximately 55
tonnes each, for the Chevron-operated
Gorgon Stage Two Project. This included
trial lifting and the loadout from the
Australian Marine Complex’s Common
User Facility.
Julimar Phase 2
Manifold and Mudmat
Owner
Woodside
Location
Henderson
WA
Duration
March 2020 –
January 2021
Delivery was completed of a manifold
and removable mudmat foundation as
part of Woodside’s Julimar Phase 2
Project. Our scope included the supply,
fabrication, surface treatment, non-
destructive testing (NDT), hydrotesting,
SBT supply installation and testing,
factory acceptance testing (FAT),
system integration testing (SIT) and
delivery free alongside (FAS) from our
Henderson facility. Fabrication of the
six-slot production manifold included
the production piping header, a twelve-
inch single header and eight-inch
branches. The combined weight
of the works totalled approximately
200 tonnes.
25
CIVMEC LIMITEDANNUAL REPORT 2021 2.2
Resources
65%
INCREASE
to FY2021 Resources Sector Revenue
compared to FY2020
26
CIVMEC LIMITEDANNUAL REPORT 2021 FY2021 was a particularly strong year for
the Group across the Resources sector, with
high demand continuing for our vertically
integrated service offering and well-
established resources, plant and equipment.
A$
560
MILLION
annual revenue
for FY2021
A$
537
MILLION
in new
contract awards
and extensions
Full vertical delivery of the Primary
Crushing and Ore Processing Facility at
Fortescue Metals Group’s new Eliwana
mine was achieved in November,
strengthening our relationship with
Fortescue. The scope of works on
the project included the facility’s iron
ore loading, primary, secondary and
tertiary crushing, ore screening and
associated conveyor systems, up to no
load commissioning. Shop detailing and
fabrication was undertaken at both our
Henderson and Newcastle facilities, with
the package also incorporating delivery
and site installation of the civil, structural,
mechanical, piping and electrical works.
Continuing to attest to our solid reputation
in the Resources sector, we were
awarded a substantial stand-alone civil
contract on the Iron Bridge Magnetite
Project, located 145 kilometres south
of Port Hedland in Western Australia’s
Pilbara region. The new mine will support
the production of 22 wet million tonnes
per annum (wmtpa) of high grade,
magnetite concentrate product. The
contract, awarded by the Iron Bridge
Joint Venture (IBJV) comprising Fortescue
Metals Group subsidiary FMG Magnetite
Pty Ltd and Formosa Steel IB Pty Ltd,
includes construction of the detailed
earthworks and structural concrete
components for the dry plant. Following
this, in September, we were awarded
an additional major contract by IBJV for
the fabrication and modular assembly
of 4,700 tonnes of conveyor, trusses,
trestles and modules for the dry plant,
and in November, a contract for the onsite
structural, mechanical, module installation,
electrical and instrumentation works.
Our relationship with Rio Tinto continued
over the year, beginning with an award on
the Robe Valley Sustaining (RVS) Iron Ore
Project in the Pilbara, and followed by
additional contracts awarded in the Mesa
A and Mesa J operational hubs. The initial
package comprised the supply, fabrication,
modularisation, transportation to site,
erection, modification, installation, and
commissioning of structural, mechanical,
piping (SMP), electrical and
instrumentation, and communication
work for the Mesa A Wet Plant. We
were later awarded a contract for the
design and construction of a fixed plant
workshop on the same site. In August
2020, this was followed with a package
for the supply and delivery of a civil works
package for the new Mesa J Secondary
Sizer/Train Load Out (TLO) Facility and
associated items, including earthworks,
removal of redundant services, services
infrastructure, deconstruction works,
modification works, stacker tyre wall and
bogie track. The Mesa J works were
completed in April 2021.
Additionally, we were awarded a package
by Rio Tinto for the supply, fabrication,
surface treatment and modularisation of
approximately 1,500 tonnes of shuttle
trusses, conveyor trusses, platework
and stick steel for their Gudai-Darri
(Koodaideri) Project. Once complete,
Gudai-Darri will produce up to 43 million
tonnes of iron ore a year, becoming a
new production hub for Rio Tinto’s iron
ore business. Our scope of work will
be undertaken at both our Henderson
and Newcastle facilities, maximising
efficiencies in capacity and schedule, and
is due for completion this year.
27
CIVMEC LIMITEDANNUAL REPORT 2021 Continuing to leverage our multi-disciplined
capabilities in the sector, we were awarded a
major package of work on the BHP Mitsubishi
Alliance (BMA) Ship Loader and Berth
Replacement (SABR) Project at Hay Point
Coal Terminal, located 40 kilometres from
Mackay, Queensland. The package comprises
the supply, fabrication, surface treatment,
assembly and no-load commissioning of a
complete 1,800-tonne ship loader for the
loading port. The equipment will be fabricated
and assembled at our Henderson facility before
being delivered FAS (free alongside) a heavy lift
ship at the Australian Marine Complex (AMC),
and then transported in one shipment from the
AMC to Queensland.
Delivery of the Kemerton Lithium Plant, near
the Western Australian port town of Bunbury,
is ongoing, with the completed plant set
to become the largest lithium hydroxide
conversion plant in Australia. Located within
the Kemerton Strategic Industrial Area,
approximately 160 kilometres south of Perth,
our extensive scope includes the site civil
works, fabrication and onsite installation of
tanks, structural, mechanical, piping and
insulation for the hydromet, final product,
reagents and utilities for Trains 1 and 2. We
are also supplying and installing all refractory
lining and, under a separate contract directly
with Metso, we manufactured kilns required
for the processing plant. Works on the project
are progressing, with fabrication and supply
of two trains complete and site works on the
installation ongoing. In a demonstration of our
Never Assume safety culture, in March 2021,
we achieved one million man hours on the
project without a lost time incident on site.
In the latter part of the year, we delivered a
package for the supply, manufacture, trial
assembly and delivery FAS of four main train
load out (TLO) bin modules for the BHP
Jimblebar Project. We also finalised delivery
of key components for BHP’s world-class
US$3.6 billion South Flank iron ore mine in
the Pilbara. Vertical delivery of the Larego
overland conveyor package at Alcoa’s
Willowdale mine was achieved, closing
out a significant works package that
encompassed civil works, fabrication,
structural, mechanical, piping, electrical,
instrumentation and no-load commissioning.
Long-term client, Roy Hill, awarded us a
civil works package for a de-bottlenecking
project involving detailed earthworks, concrete
placement, cabling and pipework. This was in
addition to the Run-of-Mine (ROM) packages
awarded to us last year, of which all fabricated
components were delivered this year.
Our presence in the Pilbara was strengthened
as we secured a new Port Hedland facility,
providing us with a permanent base to mobilise
a local workforce who will be readily on hand
for our onshore and offshore clients in Western
Australia’s north.
28
CIVMEC LIMITEDANNUAL REPORT 2021 Our maintenance revenue stream was
sustained, and, although some areas
of activity slowed in response to the
pandemic, we continued to deliver ongoing
maintenance works packages to key clients,
including Fortescue Metals Group, Rio Tinto,
Alcoa, QAL and Roy Hill. In early 2021,
we were awarded a significant three-year
contract by Alcoa of Australia to provide
calciner maintenance, major overhaul and
repair services to their Kwinana, Pinjarra and
Wagerup refineries.
During the year, we established a new
Capital Works division in anticipation of
increased activity in the capital works space
in the future. This division will focus on
delivering capital upgrades to operating
plants, allowing our clients to achieve
incremental gains or capacity increases,
and will complement our already well-
established Maintenance division. Both
divisions are being overseen by strong,
experienced teams.
Despite the challenges presented during
another year of COVID-19, when it came
to resourcing, we were able to successfully
recruit quality employees and have witnessed
many of our talented people develop and
shine in our future leaders’ team.
With long-standing relationships secured
with blue-chip clients and a demonstrated
success in our construction, manufacturing
and maintenance offering, the outlook
remains positive as we continue to support
the safe, high-quality and timely delivery of
vital Australian resource projects.
29
CIVMEC LIMITEDANNUAL REPORT 2021 Eliwana
Primary Crushing and Ore
Processing Facility
Owner
Fortescue
Metals Group
Location
Pilbara
WA
Duration
September
2019 -
November
2020
Delivery of the primary crushing and ore
processing facility for Fortescue Metals
Group’s new Eliwana mine, located
approximately 90 kilometres north-west
of Tom Price in the Pilbara region of
Western Australia.
Civmec’s scope was for the full vertical
delivery of the facility’s iron ore loading,
primary, secondary and tertiary crushing,
ore screening and associated conveyor
systems, up to no load commissioning.
Shop detailing and fabrication was
undertaken in Henderson and Newcastle.
We also completed delivery and site
installation of the civil, structural,
mechanical, piping and electrical works.
30
CIVMEC LIMITEDANNUAL REPORT 2021 Iron Bridge
Magnetite Project
Civil and Concrete Package, Supply of
Modules and SMPE&I
Owner
Iron Bridge
JV (IBJV)
Location
Marble Bar,
WA
Duration
August 2020
– Late 2022
Civmec was initially awarded a civil and
concrete package on the Iron Bridge
Magnetite Project that involved the
construction of the detailed earthworks
and structural concrete components for
the dry plant, including two primary, two
secondary and two tertiary crushing areas,
two air classification and two primary
grinding areas, course ore stockpile, dry
magnetic separation building, dry rejects,
conveyors and all related earthing.
In September, we were awarded a
modularisation package on the project,
comprising the supply and modular
assembly of 4,700 tonnes of conveyor,
trusses, trestles and modules, and in
November, a contract for onsite structural,
mechanical, module installation and
hook-up, electrical and instrumentation
works for the dry plant.
Mesa A & J
Mesa A Wet Plant and Fixed Plant Workshop,
and Mesa J Secondary Sizer/TLO Facility
Client
Rio Tinto
Location
Robe Valley,
WA
Duration
August 2020
– Late 2021
Civmec was awarded a contract
for the supply, fabrication,
modularisation, transportation to site,
erection, modification, installation
and commissioning of structural,
mechanical, piping (SMP), electrical and
instrumentation, and communication
work for the Mesa A Wet Plant, part
of Rio Tinto’s Robe Valley Sustaining
Project. We were subsequently
awarded a contract for the design and
construction of a fixed plant workshop in
the Mesa A operational hub.
Additionally, we undertook the supply
and installation of civil works for the
new Mesa J Secondary Sizer/Train
Load Out (TLO) Facility and associated
items, including earthworks, removal
of redundant services, services
infrastructure, deconstruction works,
modification works, stacker tyre wall
and bogie track.
Kemerton
Lithium Project
Owner
Albemarle
Location
Kemerton,
WA
Duration
June 2019 –
Late 2021
We are playing a significant role in the
delivery of Australia’s largest lithium
hydroxide plant, being constructed in
the Kemerton Strategic Industrial Area,
south of Perth. Our extensive scope
on the project includes site civil works,
fabrication, and onsite installation of
tanks, structural, mechanical, piping
and insulation for the hydromet, final
product, reagents and utilities for Trains
1 and 2. We are also supplying and
installing all refractory lining for this
project. Under a separate contract,
directly with Metso, we manufactured
kilns required for the processing plant.
Hay Point Ship Loader
Replacement
Owner
BHP
Mitsubishi
Alliance
Location
Mackay,
QLD
Duration
August
2020 -
Late 2022
We are delivering a 1,800-tonne ship
loader for the Hay Point Coal Terminal in
central Queensland. The scope includes
the supply, fabrication, surface treatment,
assembly and no-load commissioning
of the ship loader, with fabrication and
assembly undertaken in our Henderson
workshop, before delivery FAS (free
alongside) a heavy lift ship at the Australian
Marine Complex. We also commenced
fabrication of stainless steel handrails,
chutes, guard posts and frames from our
Newcastle facility.
31
CIVMEC LIMITEDANNUAL REPORT 2021 2.3
Defence &
Infrastructure
95%
INCREASE
to FY2021 Defence & Infrastructure
Sector Revenue compared to FY2020
32
CIVMEC LIMITEDANNUAL REPORT 2021 With specialised waterfront facilities and a strategic
location in the Australian Marine Complex (AMC), our
Defence & Infrastructure service offering is further
strengthened by our expansive in-house capabilities
and strong local resource pool.
A$
76
MILLION
annual revenue
for FY2021
A$
144
MILLION
in new
contract awards
and extensions
As a Tier 1 contractor with the required
financial accreditation for major public
infrastructure projects and the proven
expertise to deliver complex builds,
both onsite and offsite, we provide a
fully integrated service offering to both
sectors from the largest undercover
modularisation and assembly facility
in Australia.
Our 53,000m² (usable floor area)
Assembly Hall at Henderson, with more
than 1.2 million cubic metres of internal
space, has facilitated the success of our
works on the Royal Australian Navy’s
Offshore Patrol Vessel (OPV) Program
to date. The ten-year project, which
commenced in 2018, includes the supply
and processing of steel for twelve vessels.
Following the build of the first two vessels
in South Australia, using steel plates and
pipework processed and manufactured
at Henderson, we are undertaking the
fabrication and consolidation of the
follow-on ten vessels to be completed in
Western Australia.
In September 2020, we held a keel
laying ceremony for OPV3, marking the
beginning of the consolidation phase for
the third vessel, while works on OPV4
commenced in January. Completion of
the OPV2 hull was achieved in February,
which represented an important milestone
in the program. More recently, with
optimising productivities in mind, and in
order to streamline construction of several
vessels simultaneously, we designed and
implemented an innovative block rotation
technique, which will deliver repeated cost
and schedule efficiencies as we complete
the build of all ten vessels at Henderson in
the coming years.
We will continue to provide a fully
integrated service offering to the
Defence sector for the construction
of naval vessels and will support the
Federal Government’s long-term Naval
Shipbuilding Plan, focused on building a
sustainable Australian naval shipbuilding
and sustainment industry.
FY2021 saw us awarded a prestigious
public infrastructure project by Main
Roads WA for the construction of a
new bridge across Winthrop Avenue in
Nedlands, linking Perth Children’s Hospital
to Kings Park. Known as the Perth Kids’
Bridge or “Koolangka” Bridge (meaning
“children” in Noongar), the colourful,
217-metre long, architecturally designed
pedestrian bridge was conceived to
enable sick children and their carers a
safe passage across a busy thoroughfare
between the hospital and adjacent
parkland, and was successfully delivered
in a short 24-week program.
Civil infrastructure projects undertaken
from our east coast facility during FY2021
supported the delivery of a number of
bridge projects in New South Wales,
including several bridge structures
between Berry and Bomaderry on the
Princess Highway upgrade program,
south of Sydney, which were completed in
December. We also provided fabrication,
supply, and delivery of structural steel for
a number of Transport for NSW (TfNSW)
bridge projects, including truss span steel
for the Briner Bridge capacity upgrade,
fabricated elements for the Liddell
Deviation Bridge, integral panels for the
Coldstream River Bridge and various steel
components for the Manilla Bridge truss
steel piers.
In Western Australia, construction was
completed on the multimillion-dollar
Submarine Rescue Service (SRS) facility,
which commenced in June 2020. The
facility was designed to support the Royal
Australian Navy’s submarine fleet and
has increased that support capacity and
capability within the Australian Marine
Complex (AMC) precinct. The SRS
facility was constructed to house a rapid
launch and recovery system, hyperbaric
treatment unit, and maintenance training
and testing infrastructure, with a seven-
metre-deep pool. Its close proximity to
the AMC’s Common User Facility will
enable rapid mobilisation in the event of a
disabled submarine in the region.
33
CIVMEC LIMITEDANNUAL REPORT 2021 Additionally, within the Western Australian
manufacturing division, we were awarded a
second major project for the BHP Mitsubishi
Alliance at Hay Point to deliver a marine and
infrastructure upgrade package to improve
the wharf facilities at the port location. The
package involves a significant amount of heavy
steel plate, which will be manufactured into
large structural wharf beams and assembled
in modules, prior to being shipped from
Henderson to the Queensland location. The
award was the result of months of early
contract involvement with the owner and onsite
installation contractor, culminating in a solution
that utilises our Western Australian facility for
heavy engineering and fabrication works, and
highlights the confidence clients place in our
local manufacturing capability and capacity.
As the government continues to commit
substantial investment into national and state
infrastructure projects to drive economic
recovery from COVID-19, we will continue
to target major projects in the public sector,
in addition to the private sector, as a
Tier 1 contractor with a fully integrated,
multi-disciplined service offering. We have the
in-house capabilities and capacity to undertake
complex construction projects, anywhere in
Australia, with our supply chain advantages
providing clients with delivery surety and
schedule reliability.
Offshore Patrol Vessels
Client
Luerssen
Australia
Location
Henderson,
WA
Duration
October
2018 – 2029
In April 2018, Luerssen Australia awarded
Civmec the contract for the Royal
Australian Navy’s SEA 1180 Offshore
Patrol Vessel (OPV) Program.
The ten-year project includes the supply
and processing of steel for twelve vessels.
Following the build of the first two vessels
in South Australia, using the steel plates
and pipe processed and prepared at
Henderson, we are undertaking the
fabrication and consolidation of the follow-
on ten vessels in Western Australia.
The new OPV fleet will be named the
Arafura class in deference to their planned
primary area of operation – the Arafura
Sea lies west of the Pacific Ocean,
overlying the continental shelf between
Australia and Indonesian New Guinea.
The primary role of the OPV will be
to undertake constabulary missions,
maritime patrol and response duties.
State-of-the-art sensors as well as
command and communication systems
will allow the OPVs to operate alongside
Australian Border Force vessels, other
Australian Defence Force units and other
regional partners.
The lead vessel, HMAS Arafura is planned
to enter service in 2022.
34
© Luerssen
CIVMEC LIMITEDANNUAL REPORT 2021 Perth Kids’ Bridge
Client
Main Roads
WA
Location
Perth, WA
Duration
January
2021 –
July 2021
Civmec was contracted for the
construction of a 217-metre architecturally
designed pedestrian bridge over Winthrop
Avenue to Kings Park in Nedlands.
The bridge comprised eleven steel
segments, five steel piers and two
concrete abutments, utilising 450 cubic
metres of concrete and 320 tonnes of steel
in its construction.
Transport for NSW
Bridge Projects
Client
TfNSW
Location
Newcastle,
WA
Duration
July 2019 –
June 2021
Civmec continues to deliver fabrication,
supply and delivery of structural steel
for various Transport for NSW (TfNSW)
bridge projects. This included the
supply, fabrication, surface treatment
and delivery of truss span steel for the
Briner Bridge capacity upgrade; the
supply, fabrication and galvanisation
of fabricated elements for the Liddell
Deviation bridge; the supply, fabrication
of integral structural panels for the
Coldstream River Bridge; and the
supply, fabrication and painting of
various steel components for the
Manilla Bridge truss steel piers.
Submarine
Rescue Facility
Client
Phoenix
International
Location
Henderson,
WA
Duration
June 2020 –
April 2021
Civmec managed the construction of
a multimillion-dollar new Submarine
Rescue Service (SRS) facility. The
facility, which will be operated by
Phoenix International under a sub-lease
arrangement with Civmec, will support
the Royal Australian Navy’s submarine
fleet along with the capacity within the
Australian Marine Complex (AMC),
reinforcing the AMC’s significance as a
world-class centre for excellence.
The facility was constructed to
house a rapid launch and recovery
system, hyperbaric treatment unit,
and maintenance training and testing
infrastructure, with a seven-metre-deep
pool. It is positioned in close proximity to
the AMC’s Common User Facility (CUF),
enabling rapid mobilisation in the event of
a disabled submarine in the region.
Hay Point Berth
Replacement
Owner
BHP
Mitsubishi
Alliance
Location
Mackay,
Queensland
Duration
December
2020 –
Late 2022
We were awarded a contract on the Hay
Point Berth Replacement for the BHP
Mitsubishi Alliance (BMA). The package
involves the manufacture of approximately
15,000 tonnes of steelwork made up of
60 individual modules, including three
jacket frames, topside modules, conveyor
modules and transfer towers. Our scope
includes detailing, fabrication, surface
treatment, mechanical and electrical and
instrumentation assembly.
35
CIVMEC LIMITEDANNUAL REPORT 2021 Our
Sustainability
3.1 HSEQ
3.2 OUR PEOPLE
3.3 COMMUNITY ENGAGEMENT
SUSTAINABILITY REPORTING
3.4
3.5 BOARD OF DIRECTORS
EXECUTIVE TEAM
3.6
36
CIVMEC LIMITEDANNUAL REPORT 2021 3
37
CIVMEC LIMITEDANNUAL REPORT 2021 3.1
Health, Safety,
Environment &
Quality (HSEQ)
Our strong commitment
to best practice in Health,
Safety, Environment
and Quality will enable
us to deliver successful
projects, community
and stakeholder
wellbeing, and long-term
sustainability.
HEALTH & SAFETY
At Civmec, the health and safety of our people
is our number one priority. Our focus remains
on ensuring we create an environment free from
injuries and a culture focused on employee
wellbeing. It is this strong safety culture that
forms the premise of our Never Assume
principle, which empowers our people to look
after themselves and those around them. The
holistic philosophy considers safety, quality,
the environment, the health and wellbeing of
all stakeholders, and all critical factors that
drive our business’s long-term sustainability.
We aim to be a company of forward-thinkers
who strive for excellence and new ways to
deliver improved safety, productivity, and
sustainable outcomes. Our focus on continual
improvement encourages our employees to
strive for innovation in every project or task we
deliver, and through our enhanced reward and
recognition program, we remain committed to
providing opportunities for our people.
38
The program has continued to play an essential
role in making employees more accountable
for their safety in our operations by rewarding
positive safety behaviours and building and
shaping our safety culture across the company.
Civmec’s Health and Safety Management
System is certified to ISO 45001:2018.
We have continued to update our health, safety
and environment (HSE) procedures throughout
the year in response to the COVID-19
pandemic, the challenges it presents, and to
ensure the health, safety and wellbeing of our
employees and the communities in which we
operate. We have invested considerable time
into ensuring we continue to focus on and
CIVMEC LIMITEDANNUAL REPORT 2021 An internal sustainability group, consisting of employees
with knowledge on sustainability, was created during
FY2021 to come up with initiatives to enhance our
sustainability performance in the immediate and long term.
improve the practices we have in place. Working
together through the pandemic, we have seen the
impact that it can have on the mental health of our
people. The impact of COVID-19 was particularly
significant for some of our employees who were
unable to return home due to interstate and
international travel restrictions. Our HR department
kept in regular contact with these employees and
their families, offering support and access to our
Employee Assistance Program (EAP), as well as
sending personalised care packages to the families
of our east coast and New Zealand employees.
With so many challenges being faced by our
people, and impacts being felt on our employees’
mental wellbeing due to COVID-19 uncertainty
and restrictions, this year was very timely for us to
implement our three-year Mental Health Strategy
for 2021 to 2024. The strategy provides a formal
structure and sets goals for us to measure our
performance on.
The Mental Health Strategy has been put in place
to drive mental health promotion throughout the
business and keep it at the forefront of our minds.
It encompasses:
•
•
•
key management responsibilities and resource
commitments to allow us to achieve the
objectives of the strategy;
the requirement of risk assessments to
identify critical psychosocial risks and ensure
appropriate and suitable control measures are
implemented;
the establishment of a key industry partnership
with MATES in Construction, an alignment that
acknowledges suicide prevention leadership
and support with the vision to create a
mutually safer workplace by delivering
suicide prevention education, peer to
peer support, case management, and
access to a 24/7 helpline;
key procedural documents required to
ensure corporate and operational level
integration of requirements;
the introduction of a targeted auditing
program to ensure implementation of the
program is consistent across different
areas of the business;
key formal training and awareness
packages to help promote mental health
in the workplace; and
•
•
•
• an increased range of support services
available to our workforce to ensure that
if help is needed, it is readily available
and user friendly.
We implemented several safety initiatives in
FY2021 to improve our health and safety
system and drive long-term improvements
in safety performance. The introduction of
our ‘See it, Own it’ campaign has helped to
promote and drive individual accountability
for safety throughout our operations.
Individuals took ownership of work areas and
influenced positive safety change amongst
work crews and teams.
The ‘Finish Strong 2020’ campaign was
rolled out across the business in November
last year to assist with maintaining focus in
the lead up to the festive season, which is
known to be a high-risk time of the year.
39
CIVMEC LIMITEDANNUAL REPORT 2021 This change in work practice not only enhanced
worker safety but also increased efficiency.
By implementing a series of health and safety
initiatives to improve our management system
further, and ultimately promote continual
improvement of health and safety performance,
we have seen a pleasing reduction in our Total
Recordable Injury Frequency Rate (TRIFR) from
the previous financial year.
As we plan for the year ahead, we will remain
focused on strengthening the systems we
have in place, ensuring we are continually
planning and implementing best practice for
risk reduction strategies. Our uncompromising
approach to health and safety will provide
long-term, sustainable safety solutions for our
people.
This focus continued into the new year with
the ‘Kick Start 2021’ program, and included an
increased site presence of our executive and
senior organisational leaders in the first four
weeks of operation in 2021.
Several other project-specific initiatives and
strong project safety performances have
returned positive results, with a number of
our projects earning us ‘Contractor of the
Month’ awards. Of particular note was being
presented two client-orchestrated awards in
a ‘Make A Difference’ program for separate
safety and health initiatives. The safety award
was in recognition of our new starter ‘Buddy’
program, which was successfully implemented
on site over a period that saw a significant
increase in personnel mobilisations; while the
health award was for recognising a heat-related
risk to workers in certain isolated work areas
and addressing it by utilising a portable shade
shelter that could be moved along as their work
task moved and progressed.
The way we manage safety starts with our six
Critical Safety Essentials, and by integrating
them into our planning, communication, and
risk management processes, they continue to
form the foundation of how we operate. We
have increased our focus on strengthening
HSE communication across the company, with
a particular emphasis on lessons learned from
incidents and active engineering solutions to
avoid or eliminate significant safety hazards. An
example of this is an engineered solution for the
removal of an impact frame during maintenance
work to prevent line of fire hand injuries.
40
CIVMEC LIMITEDANNUAL REPORT 2021 QUALITY
Quality is a key component of all areas of
our business, from project solutions through
to providing our clients with high-quality
products. Our quality management system
is certified to ISO 9001:2015, the internationally
recognised standard for quality management.
Our facilities across Australia hold certification
to ISO 3834.2:2008, ‘Quality requirements
for fusion welding of metallic materials
(Part 2: Comprehensive quality requirements)’,
which demonstrates the Company’s welding
management system meets the most stringent
requirements. We also hold CC3 certification
to the requirements of AS/NZS 5131:2016
‘Structural Steelwork - Fabrication and Erection’.
Along with our quality management system for
governing quality assurance on a project, part
of what makes Civmec different from others is
our award-winning Project Controls System,
Civtrac. It is a single platform capturing project
delivery data from design to commissioning,
providing key insights and controls to ensure
delivery of a quality product on time and
on budget. Continual investment has been
made throughout the year into our Business
Management Systems with a new Civtrac
mobile application currently in development.
Fundamental to our success, Civmec’s
strategic orientation is supported by the
Quality team, which develops and implements
quality programs that identify and manage
risk while driving improvement. Our Quality
team ensures that our systems comply with
certification standards and industry best
practices, examining and revising our processes
and procedures continuously throughout the
lifespan of a project.
ENVIRONMENT
This year, there has been a significant focus
on our sustainability performance and our
business’s long-term effects on our external
environment. Our attention remains on
developing an environmentally conscientious
culture through leadership, communication, and
training, as we understand it is critical to our
ongoing sustainability.
Civmec is certified to ISO 14001:2015,
the internationally recognised standard for
environmental management, and we also
hold platinum status with the Australian Steel
Institute Environmental Sustainability Charter.
During FY2021 we undertook many activities
to support our sustainability. Some examples of
this include:
• committing to the development of a new
sustainability charter and supporting
procedures for launch in FY2022, which will
set targets and hold us accountable for our
carbon emissions;
• assessing the feasibility of powering our
current facilities with solar energy, and
committing to assessing the performance
of renewable energy options on all
new facilities moving forward, including
currently studying the economic, social
and environmental costs and benefits
associated with the implementation; and
supporting the development of Western
Australia’s critical battery mineral industry
with constructability input for major
lithium producers.
•
In addition to our existing measures, we
continue to look for new ways to improve
our environmental performance, focusing on
resource and energy efficiency. Our continual
improvement strategy is based on:
• measuring and monitoring our inputs
(energy, water, materials) and outputs
(waste and emissions) to better understand
our environmental impacts and track
performance and improvement over time;
• continually expanding and improving
our environmental training materials and
programs to communicate environmental
requirements and raise awareness;
improving our waste management system
by reducing the amount of waste sent to
landfills and increasing recycling rates; and
investigating suitable opportunity for the
utilisation of renewable energy options
across our business.
•
•
41
CIVMEC LIMITEDANNUAL REPORT 2021 3.2
Our People
We understand the importance of offering a
healthy workplace for employees to thrive in
and are focused on promoting an environment
that embraces an inclusive and diverse culture.
Our employees remain the core of our business
and their commitment and high performance is
what drives our company’s success.
LEARNING AND DEVELOPMENT
Civmec’s Registered Training Organisation (RTO
54625) continued to operate as usual through
FY2021, despite some training restrictions
imposed due to COVID-19. The restrictions,
although minimal, did require the RTO to reduce
class sizes to maintain social distancing and
ensure worker safety. Despite this, enrolments
increased by 30 per cent from 1,259 in FY2020
to 1,777 in FY2021.
To accommodate the increase in enrolments,
the RTO has developed new training initiatives
to maximise operational efficiency whilst
ensuring the integrity and quality of training
is not compromised. These initiatives include
moving some of the training modules to a
Learning Management System (LMS) where
e-learning can be delivered to our remote
worksites via live video training sessions.
We aim to ensure that the workforce is made
up of individuals with diverse skills, values,
42
At Civmec, we
value diversity and
equal opportunity.
backgrounds and experience to the benefit
of Civmec. This now includes a number of
nationally recognised units of competence
taught in Mandarin, which is the first language
of a portion of our workforce, with English being
their second. Providing the option to study in
their first language, we believe, will optimise
comprehension of new learnings as well as
promote inclusion in the workplace. Civmec
is one of the few training organisations in
Australia providing this service to our
students and employees.
We have increased our support of local high
schools and colleges, providing coaching
and mentoring to teachers, and guidance to
Vocational Education Co-ordinators. One of the
highlights of the year was the Seton College
Tour. 140 year 10, 11 and 12 students were
provided the opportunity to have a guided tour
of the Henderson facility, led by the Learning
and Development team. The students were
provided with a running commentary of the
facility and the current projects across the
various sectors we operate. The tour route
followed the journey of the steel, from laydown
and fabrication through to final assembly.
Cecil Andrews College “World of Work”
was another highlight for Civmec, which gave
the student cohort an opportunity to interact
with some of the remote-controlled plant we
utilise on our projects, and link their studies
in Science, Technology, Engineering and
Maths (STEM) to real world equipment
and applications.
CIVMEC LIMITEDANNUAL REPORT 2021 With a continually
growing workforce,
Civmec strives to
create an environment
where our people are
supported and provided
with opportunities to
develop and enhance
their careers.
In this reporting period, we have increased
our commitment and investment in Australian
apprenticeships, traineeships and graduate engineer
positions. There have been 150 apprentices, trainees
and graduates across our operations during FY2021,
representing a significant increase of 40 per cent
across the business. Our apprentices include those
in the metal trades (boilermakers and welders),
bricklayers (for the refractory division), carpenters,
mechanical, surface treatment and electrical trades;
while our trainees provide functional support in
business administration, human resources, quality
control and logistics.
With our HSE Graduate Program successfully
upskilling and developing many HSE professionals
since it was established in 2018, four of our
graduates within the program have now completed
their two-year term and progressed as HSE Advisors
across our business. As a result of the success, we
have expanded the intake and employed six new
HSE graduates that have already commenced the
two-year program. Our Graduate Engineer intake in
FY2020 of five graduates increased to 20 for FY2021
and provides a formal structured training plan, which
includes five rotations through the various disciplines
of our company. In November 2020, we also
launched our first formal Engineering Undergraduate
Vacation Work Program, which consisted of seven
young engineers who were engaged for a ten-week
paid program. The undergraduates rotated through
the business in order to better understand what
Civmec offers through our operating sectors
and they can consider returning to the
company once they complete their studies.
Australian traineeships overall have increased
significantly in an effort to alleviate a
perceived skills shortages in the Defence
industry with the creation of traineeships in
supply chain solutions and opportunities for
school leavers in business administration.
This financial year, we also increased support
for our hosted apprentices with a dedicated
full-time mentor and coach provided by
Skill Hire, our apprenticeship partners. 37
new apprentices commenced with Civmec
in FY2021, taking our total of hosted
apprentices to 67. Five of our talented young
apprentices received finalist nominations
in their categories at the 2020 Skill Hire
Awards. We were also extremely pleased to
receive the Skill Hire “Host Safety Award for
2020” at this event.
INCLUSION & DIVERSITY
Civmec works tirelessly on building
a workplace where people of varying
backgrounds, sexual orientation, ages
and gender identity or expression work
together in an environment where everyone’s
contribution is respected and acknowledged
equally. We understand the importance
43
CIVMEC LIMITEDANNUAL REPORT 2021 of the possibilities available in traditionally
male occupations.
Seven of our entry level female employees have
chosen to complete a Company supported
business administration traineeship. These
opportunities have been provided to a variety of
departments, including Administration Support,
Payroll, Human Resources and Quality Control.
diversity can bring to our business and remain
committed to fostering an environment which
is reflective of our core company values.
Diversity in our workforce is fundamental to
cultivating a balanced culture and enriches
our perspectives, knowledge, and capabilities
across the business.
Throughout the financial year, we have seen
an increased percentage of female employees
in sectors such as apprenticeships, machine
operators and drivers, trade support and
management. Throughout operations and
project delivery, our goal has been to continually
promote opportunity for female engagement in
traditionally male-dominated professions.
As we are focusing our efforts at the
grassroots level, we currently have three
female apprentices: a Second Year Welding
Apprentice who is currently working on the
Offshore Patrol Vessels Project, a First Year
Boilermaker Apprentice who started her career
at Civmec through a pre-apprenticeship during
the Christmas school holidays, deciding to
commence an apprenticeship at the end of
that period, and a first Year Mechanical Fitter
Apprentice who commenced with us as a
Trade Assistant on one of our Fly In, Fly Out
(FIFO) projects, where her passion for a trade
was identified and her employment progressed
into an apprenticeship during the Eliwana
Project. These females are important to our
apprentice program and provide examples
44
CIVMEC LIMITEDANNUAL REPORT 2021 INDIGENOUS ENGAGEMENT
Civmec respects the land, culture, and heritage of
Indigenous people. We are dedicated to creating
a workplace that prioritises our relationships with
Aboriginal and Torres Straight Islander (ATSI) people
and their communities with a significant focus
on creating opportunities for ATSI people in our
business and supply chain.
During this financial year, across the business,
six per cent of participants in our apprenticeship
program are of ATSI descent. They are employed
within our manufacturing, construction and
maintenance areas. Two of these apprentices
started as Trade Assistants on a project and
progressed their career through an apprenticeship.
We also have a painting apprentice who is a mature-
age employee who wished to gain a trade skill after
previous experience in the Navy and FIFO.
Going forward, we aim to increase employee and
community engagement in ATSI communities, and
we strive to continue to provide ATSI people with
equal training and job opportunities. We remain
committed to utilising ATSI businesses for supply
and subcontract opportunities.
45
CIVMEC LIMITEDANNUAL REPORT 2021 3.3
Community
Engagement
Over the year, Civmec has
contributed greatly to several
community initiatives and, together
with our employees, frequently
raised funds for and volunteered
time to various charitable causes.
We have a long-term commitment
to the communities we operate
in and, as a proudly Australian
business, we aim to employ local
people and use local suppliers.
CEO Sleepout
This year, Civmec CEO Pat Tallon and Group Manager HR &
IR Stephanie Baptist took part in the Vinnie’s CEO Sleepout.
With the generous support of many, we were delighted to
exceed our target and raise almost $60,000 for the cause,
which will go towards helping to break the cycle of poverty
and homelessness in our community.
St Patrick’s Volunteering
In December, we supported St Patrick’s Community Support
Centre, a charity local to our Henderson facility, that provides
services to struggling people and families. Many of our
employees volunteered to lend a hand, packing Christmas
hampers for those in our community that are homeless or
vulnerable to homelessness. We were also lucky enough
to be given a tour of their facility, seeing first-hand all the
amazing support and services they provide to people in need.
Australia’s Biggest
Morning Tea
In support of Cancer Council Australia, we participated
in Australia’s Biggest Morning tea to raise much-needed
funds to go towards vital cancer research, support
services, prevention programs, and advocacy.
Ruah Christmas Gift
Donation
Christmas can be a difficult time for many, so our people
came together and donated gifts for children and women
to Ruah Community Services. Ruah provides resources
to those dealing with homelessness, domestic violence
and chronic mental illness.
46
CIVMEC LIMITEDANNUAL REPORT 2021 Civmec remains committed to supporting the communities we
operate in through partnerships, sponsorships and fundraising.
In line with our Make A Difference value, we empower our
employees to join us in assisting the communities and charity
groups that we support.
Foodbank Donation
Drive-Thru
In the lead up to Easter, our Henderson team generously
donated food and other non-perishable supplies to the
Foodbank WA Donation Drive-Thru campaign. We were
able to drop off a utility vehicle load of donations, which
was used by Foodbank, Australia’s largest food relief
organisation, to create care hampers for West Australians
experiencing homelessness.
R U OK? Day
The mental health and wellbeing of our people is important
to Civmec and has been a particular focus for us in FY2021.
This year, we again supported R U OK? Day, a national day
of action that reminds Australians to ask each other, “Are
you OK?”. By encouraging our employees to reach out
and check in on one another, we hope to drive continued
discussion around mental health, reducing the stigma and
empowering our people to seek support when it’s needed.
Containers for Change
During the year, we implemented a new community
initiative across our Henderson facility called Containers
for Change. Every eligible container collected is worth ten
cents, with all money raised going directly to St Patrick’s
Community Support Centre. Their goal is to serve the
community through providing holistic, supportive and
quality care to those most in need through services, such
as emergency relief, housing, meals, welfare, education,
recreation and health.
Clean Up Australia Day
This year, as per many past years, Civmec employees
took part in a ‘Business Clean Up’ in support of Clean Up
Australia, cleaning up around the local area and helping to
make a difference to our beautiful environment.
Indigenous Partnerships
Civmec is proud to work in partnership with Aboriginal and
Torres Strait Islander (ATSI) businesses in our community,
including the East West Pilbara Group Pty Ltd (EWPG) and
EWP Yalagan Pty Ltd (EWP Yalagan). “We wholly endorse
your organisation as one that ‘walks the walk’ when it comes
to Indigenous engagement. This type of support not only
helps our organisation prosper but creates benefits to our
Indigenous employees, their families and wider communities.”
- Nathan Martin, Director EWP Yalagan.
Other Initiatives
Our employees and project teams around Australia took part
in several fundraising events for a range of charities throughout
the year. We supported education, sporting organisations,
indigenous initiatives, and charity groups. Some additional
initiatives we have been involved in this financial year include
Pink Ribbon Day, Jeans for Genes Day and support of the
Kwinana Knights Women’s Football team.
47
CIVMEC LIMITEDANNUAL REPORT 2021 3.4
Sustainability
Reporting
In line with SGX requirements, a Sustainability Report outlining
our performance during FY2021 and our future strategies for
improvement will be released in November 2021.
Civmec understands the importance of
sustainability reporting and creating a
sustainable business model. The purpose
of the report to be released is to enable
key stakeholders to understand Civmec’s
sustainability approach, actions, performance
and key material issues for the financial year
ended 30 June 2021 (FY2021).
The report links our sustainability principles
to our mission, vision and values and is being
prepared in accordance with the Global
Reporting Initiative (GRI) Sustainability Reporting
Standards 2016 core-level reporting, which
focuses on identifying and reporting on issues
or concerns that are material to our business
and stakeholders, in relation to environmental,
social and governance (ESG) performance.
As a crucial component of our future strategy
to drive sustainable growth, the report explains
our management approach and performance
across the key material risk areas outlined.
Our sustainability agenda is focused on:
• continuing to operate with integrity;
• actively contributing to the success and
welfare of our people and the communities
in which we operate;
• ensuring our operations have minimal
environmental impact; and
• achieving our safety, health, people,
environmental, and financial targets.
48
CIVMEC LIMITEDANNUAL REPORT 2021 49
CIVMEC LIMITEDANNUAL REPORT 2021 3.5
Board of Directors
MR JAMES FINBARR FITZGERALD
Executive Chairman
Mr James Finbarr Fitzgerald was appointed to the Board on 27 March 2012. He is responsible for providing
leadership to the Board and guidance on the Group’s corporate direction, facilitating the effective contribution
of the Directors and ensuring procedures are in place to comply with the Group’s guidelines on corporate
governance.
Mr Fitzgerald has more than 35 years’ experience in the construction and engineering industry, including a wealth
of expertise in company management. His natural ability to create solutions for complex tasks has led to the
successful delivery of Civmec’s large scale projects. His key focus is in the training and development of people,
which has been a key aspect of the Group’s growth and success.
MR PATRICK JOHN TALLON
Chief Executive Officer
Mr Patrick John Tallon was appointed to the Board on 27 March 2012. He is responsible for implementing the
strategic decisions and policies of the Company, with a key focus on building successful teams, identifying strong
leadership talent within the business, and taking accountability for the Group’s financial performance.
Over the past 30 years, Mr Tallon has developed his knowledge in the Energy, Resources, Infrastructure and
Marine & Defence sectors, building an understanding of key stakeholder requirements at all levels. He is a
key driver in company safety and mental health awareness campaigns and is very much an advocate of the
importance of demonstrating commitment and leadership via direct engagements with the workforce. With a keen
focus on the need for innovation, productivity improvement, and waste elimination, Mr Tallon takes accountability
for the long-term sustainability of the Group.
MR KEVIN JAMES DEERY
Chief Operating Officer / Acting Chief Financial Officer
Mr Kevin James Deery was appointed to the Board on 27 March 2012. He is responsible for ensuring a safety
focused workplace and delivering a high-quality product, while overseeing the ongoing business operations of the
Group’s quality-oriented culture, compliance and operational productivity.
Mr Deery has more than 20 years’ experience, including significant time spent within the construction and
engineering services industry throughout Australia.
With a strong and experienced finance team in place, the accounts team is overseen by Mr Deery, who is also
functioning as the Company’s acting Chief Financial Officer.
MR CHONG TECK SIN
Lead Independent Director
Mr Chong Teck Sin was appointed to the Board on 27 March 2012. Mr Chong is currently an Independent Director
of Changan Minsheng APLL Logistics Co Ltd, InnoTek Limited and AIMS APAC REITS Management Limited, and
a Director of Civmec Construction & Engineering, Singapore Pte Ltd, Accordia Golf Trust Management Pte Ltd and
Ranhill Pte Ltd.
He has a Bachelor of Engineering from the University of Tokyo, and a Master of Business Administration from the
National University of Singapore.
MR WONG FOOK CHOY SUNNY
Independent Director
Mr Sunny Wong Fook Choy was appointed to the Board on 27 March 2012. He is a practicing advocate and
solicitor of the Supreme Court of Singapore, and is currently the Managing Director and a shareholder of Wong
Tan & Molly Lim LLC. He is also an Independent Director of Excelpoint Technology Ltd, Mencast Holdings Ltd and
InnoTek Limited and a Director and shareholder of WTL Management Services Pte Ltd.
Mr Wong holds a Bachelor of Law (Honours) from the National University of Singapore.
MR DOUGLAS OWEN CHESTER
Independent Director
Mr Douglas Owen Chester was appointed to the Board on 2 November 2012. He is also an Independent Director
of the Australian Maritime Shipbuilding and Export Group Pty Ltd. He has served as an Independent Director of the
Singapore listed Stamford Land Corporation and Kim Heng Offshore and Marine as well as an Alternate Director of
the Australian Export Finance Insurance Corporation (EFIC) and the Australian Trade Commission (Austrade) Boards.
He was previously a senior Australian Government official and diplomat. He spent five years as the ‘COO’ of
the Department of Foreign Affairs and Trade and, prior to his appointment, held the role of Australia’s High
Commissioner to Singapore. Mr Chester holds a Bachelor of Science (Honours) from the Australian National
University. He is a member of the Australian Institute of Company Directors (AICD) and the Singapore Institute of
Directors (SID).
50
CIVMEC LIMITEDANNUAL REPORT 2021 3.6
Executive Team
MR ADAM GOLDSMITH
Executive Group Manager – Operational Support
Mr Adam Goldsmith joined the Group in 2017 and since then has made a significant contribution, including
introducing robust risk management tools, software integrations and the successful negotiation of major contracts.
He is a Fellow of the Royal Institute of Chartered Surveyors, with formal qualifications in both quantity surveying
and construction law.
Responsible for overseeing the support services of the Group, including commercial, procurement, HR,
business systems and information technology, Mr Goldsmith ensures that operational aspects run as effectively
and efficiently as possible, whilst managing the Group’s risk matters. He is an experienced executive in the
construction, resources and manufacturing industries and brings more than 25 years’ commercial, business
support and risk management experience to the Group, gained both internationally and in Australia.
MR RODNEY BOWES
Executive Group Manager – Proposals
Mr Rodney Bowes joined the Group in 2010 and is responsible for managing the Group’s proposals and business
development divisions. With 45 years’ experience in the fabrication and construction industry, he has played an
instrumental role in identifying, evaluating and securing strategic opportunities for the growth and sustainability of
the Group.
Mr Bowes is focused on continuing to secure a strong and profitable order book for the Group.
MR CHARLES SWEENEY
Executive General Manager – Construction
Mr Charles Sweeney has grown within the Group since inception and is responsible for managing the Group’s
construction division. He has more than 20 years’ experience in the global construction industry, in both public
and private sectors, and has been fundamental in the completion of several major national projects. His extensive
experience across all the construction disciplines enables him to coordinate discipline interfaces effectively.
With a passion for effective leadership, Mr Sweeney is focused on developing the operations department and
offering clients innovative, cost-efficient solutions.
Mr Sweeney takes a hands-on approach and holds the necessary qualifications and experience to act as the
Company’s nominee for its electrical and builder contractor licenses.
MR DAVID POWER
Executive General Manager – Manufacturing
Mr David Power was appointed to the executive team in 2019, after commencing with the Group in 2011. He
brings to the executive team more than 15 years’ experience in the construction and manufacturing sectors.
Mr Power is responsible for overseeing the manufacturing business unit, including both the Henderson and
Newcastle manufacturing facilities, while maximising synergies between our east and west coast operations to
support our construction business unit. He has been fundamental in the completion of key projects, ensuring
safety and quality of the highest standards, meeting schedule and budget expectations.
With a focus on value-driven outcomes, Mr Power has been essential to providing offsite structural, mechanical
& piping, electrical & instrumentation modularisation activities as part of the turnkey manufacturing solution that
Company provides.
MR MYLON MANUSIU
Executive General Manager – Maintenance and Capital Works, Refineries and Smelters
Mr Mylon Manusiu has been with the Group since 2015 and is responsible for managing the Maintenance and
Capital Works divisions, along with the delivery of minor projects.
With more than 20 years’ experience in the Resources and Energy sectors, he applies his vast industry knowledge
and experience towards maintaining existing client assets and delivering minor capital projects. These include
mineral refineries and smelters, along with specialised refractory installation works.
Mr Manusiu has managed the growth of the maintenance division since its inception, including expanding to the
east coast and performing works in Queensland, New South Wales, South Australia, the Northern Territory and
overseas in Papua New Guinea. This has eventuated in securing long-term maintenance contracts as a multi-
disciplined service provider across the various industry sectors.
51
CIVMEC LIMITEDANNUAL REPORT 2021 Financial
Report
54 DIRECTORS’ STATEMENT
61 REPORT ON CORPORATE GOVERNANCE
86
INDEPENDENT AUDITOR’S REPORT
95 CONSOLIDATED INCOME STATEMENT
96 CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
97
STATEMENTS OF FINANCIAL POSITION
99 CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
101 CONSOLIDATED STATEMENT
OF CASH FLOWS
103 NOTES TO THE FINANCIAL STATEMENTS
165 STATISTICS OF SHAREHOLDERS
167 NOTICE OF ANNUAL GENERAL MEETING
182 DISCLOSURE OF INFORMATION ON
DIRECTORS SEEKING RE-ELECTION
186 CORPORATE REGISTRY
187 PROXY FORM
11
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
4
1
2
2
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
The Directors present their report to the members together with the audited consolidated financial statements of
Civmec Limited (the ‘Company’) and its subsidiaries (collectively referred to as the ‘Group’) for the financial year ended
30 June 2021 and the statement of financial position of the Company as at 30 June 2021.
In the opinion of the Directors:
(a)
the statement of financial position of the Company and the consolidated financial statements of the Group are drawn up
so as to give a true and fair view of the financial position of the Company and of the Group as at 30 June 2021 and the
financial performance, changes in equity and cash flows of the Group for the financial year ended; and
(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they fall due.
1. Directors
The Directors of the Company in office at the date of this report are as follows:
Mr James Finbarr Fitzgerald
Mr Patrick John Tallon
Mr Kevin James Deery
Mr Chong Teck Sin
Mr Wong Fook Choy Sunny
Mr Douglas Owen Chester
Executive Chairman
Chief Executive Officer
Chief Operating Officer / Acting Chief Financial Officer
Lead Independent Director
Independent Director
Independent Director
2. Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose
object was to enable the Directors of the Company to acquire benefits by means of the acquisition of shares in
or debentures of the Company or any other body corporate, other than as disclosed under ‘Share Options’ and
‘Performance Share Plan’ and ‘Performance Rights Plan’ in this report.
3. Directors’ Interests in Shares and Debentures
The interests of the Directors holding office at the end of the financial year in the share capital of the Company and
related corporations as recorded in the register of Directors’ shareholdings were as follows:
The Company
Mr James Finbarr Fitzgerald
Mr Patrick John Tallon
Mr Kevin James Deery
Mr Douglas Chester
Holdings registered
in the name of Directors
Holdings in which a Director is
deemed to have an interest
At 1.7.20
At 30.6.21
At 1.7.20
At 30.6.21
No. of Ordinary shares
-
-
97,720,806
97,720,806
54,000
54,000
97,566,806
97,566,806
-
-
-
-
13,295,250
13,295,250
70,000
70,000
There was no change in any of the above-mentioned interests between the end of the financial year and 21 July 2021.
Except as disclosed in this report, no Director who held office at the end of the financial year had interests in shares, share
options, warrants or debentures of the Company, or of related corporations, either at the beginning of the financial year, or
date of appointment, if later or at the end of the financial year.
5454
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
4. Share Options
Civmec Limited Employee Share Option Scheme
The Civmec Limited Employee Share Option Scheme (the ‘CESOS’) for key management personnel and employees of
the Group formed part of the Civmec Limited prospectus dated 5 April 2012.
The Remuneration Committee (the ‘RC’) administering the Scheme comprises Directors Mr Wong Fook Choy Sunny
(Chairman of the Committee), Mr Chong Teck Sin and Mr Douglas Owen Chester.
As part of Civmec’s dual listing on the Australian Securities Exchange (‘ASX’), no further grants will be made under
the CESOS.
Options Granted under the Scheme
As at 30 June 2021, the following options to subscribe for ordinary shares of the Company pursuant to the CESOS
were granted.
Date of grant
Exercise period
Expiry date
Number of options
11 September 2013
12 September 2014 to
10 September 2023
11 September 2023
4,000,000
The options granted by the Company do not entitle the holder of the options, by virtue of such holding, to any right to
participate in any share issue of any other company.
Options Exercised
During the financial year, there were no shares of the Company or its subsidiaries issued by virtue of the exercise of
options to take up unissued shares.
Options Outstanding
Details of all the options to subscribe for ordinary shares of the Company pursuant to the CESOS, outstanding as at
30 June 2021 are as follows:-
Expiry date
11 September 2023
Exercise price
Number of options
S$0.65
4,000,000
5. Performance Share Plan
Civmec Limited Performance Share Plan
The Civmec Limited Performance Share Plan (the ‘CPSP’) for key management personnel and employees of the
Group was approved and adopted by shareholders at the Annual General Meeting held on 25 October 2012.
The Remuneration Committee (the ‘RC’) administering the Scheme comprises Directors, Mr Wong Fook Choy Sunny
(Chairman of the Committee), Mr Chong Teck Sin and Mr Douglas Owen Chester.
The CPSP forms an integral and important component of the employee compensation plan, which is designed to
primarily reward and retain key management and employees of the Company whose services are integral to the
success and the continued growth of the Company.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
5. Performance Share Plan (continued)
Civmec Limited Performance Share Plan (continued)
Principal terms of the Scheme
(i) Participants
Under the rules of the Scheme, employees including Executive Directors and Associated Company Employees, who are
not Controlling Shareholders or their associates, are eligible to participate in the Scheme.
Persons who are Controlling Shareholders and their Associates shall be eligible to participate in the Civmec
Performance Share Plan if:
(a)
(b)
their participation in the Civmec Performance Share Plan; and
the actual number and terms of the Awards to be granted to them have been approved by independent
Shareholders of the Company in separate resolutions for each such person.
(ii) Size of the Scheme
The aggregate number of new Shares in respect of which Awards may be granted on any date under the CPSP, when
added to (i) the aggregate number of Shares issued and issuable in respect of options granted under the Civmec
Employee Share Option Scheme, and (ii) any other share schemes to be implemented by the Company, shall not
exceed 15% of the number of issued Shares on the day immediately preceding the relevant Date of the Award (or such
other limit as the SGX-ST may determine from time to time).
(iii) Grant of Awards
Under the rules of the Plan, there are no fixed periods for the grant of Awards. As such, offers for the grant of Awards
may be made at any time, from time to time at the discretion of the Committee.
In addition, in the event that an announcement on any matter of an exceptional nature involving unpublished price
sensitive information is imminent, offers may only be made after the second market day from the date on which the
aforesaid announcement is made.
(iv) Lapse of Awards
Special provisions in the rules of the Plan deal with the lapse of Awards in circumstances which include the termination
of the participant’s employment in the Company, the bankruptcy of the participant, a take-over of the Company and the
winding-up of the Company.
(v) Release of Awards
After the end of each performance period, the Remuneration Committee (the ‘RC’) will review the performance targets
specified in respect of the Award and if they have been satisfied, will release Awards to Participants.
(vi) Duration of the Plan
The Plan shall continue in operation for a maximum duration of ten years and may be continued for any further period
thereafter with the approval of the shareholders by ordinary resolution in general meeting and of any relevant authorities
which may then be required.
Awards Granted under the Scheme
The details of the awards granted under the Scheme during the financial year are as follows:
Year of Award
Nil
No. of holders
-
No. of shares
-
5656
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
6. Performance Rights Plan (continued)
Civmec Limited Performance Rights Plan
The Civmec Limited Performance Rights Plan (the ‘CPRP’) for key senior executives of the Group was approved and
adopted by shareholders at the Annual General Meeting held on 25 October 2019.
The Remuneration Committee (the ‘RC’) administering the Scheme comprises Directors, Mr Wong Fook Choy Sunny
(Chairman of the Committee), Mr Chong Teck Sin and Mr Douglas Owen Chester.
Performance rights is a right to one issued ordinary shares of the Company granted under the CPRP. The CPRP
is designed to reinforce the vital equity culture at the top management level and to further align the interests of the
Company’s top management with those of Shareholders.
Principal terms of the Scheme
(i) Participants
Under the rules of the Scheme, Key Senior Executives who have attained the age of 21 years and hold such rank
as may be designated by the Committee from time to time, shall be eligible to participate in the Plan at the absolute
discretion of the Committee. It also serves as an incentive for the recruitment and retention of talented senior
executives.
Persons who are Controlling Shareholders and their Associates shall be eligible to participate in the CPRP if:
(a)
(b)
their participation in the Civmec Performance Rights Plan; and
the actual number and terms of the Performance Rights to be granted to them have been approved by
independent Shareholders of the Company in separate resolutions for each such person.
(ii) Size of the Scheme
The aggregate number of Ordinary Shares which may be delivered pursuant to CPRP grated under the Plan on any
date, when added to (i) the total number of Shares issued or issuable in respect of Performance Rights granted under
the Plan, and (ii) any other share schemes adopted by the Company, shall not exceed 15% of the total number of
issued Shares on the day immediately preceding the relevant Date of the Award (or such other limit as the SGX-ST may
determine from time to time).
(iii) Grant of Awards
The grant of awards may be made on an annual basis following the Company’s annual general meeting, or at any time,
from time to time at the discretion of the Committee.
When considering the value of the award to be provided, the Committee primarily considers the number of Award
shares and the performance condition within the performance period.
(iv) Lapse of Awards
Special provisions in the rules of the Plan deal with the lapse of Awards in circumstances which include the termination
of the participant’s employment in the Company, the bankruptcy of the participant, the retirement of the participant, a
misconduct of the participant, a take-over of the Company and the winding-up of the Company.
(v) Vesting of Performance Rights
A Performance Right refers to a right to one issued ordinary share of the Company granted under the scheme for no
consideration. The Performance Rights are subject to the following vesting criteria:
1.
2.
satisfaction of gateway hurdles; and
achievement of Company performance measures.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
6. Performance Rights Plan (continued)
Civmec Limited Performance Rights Plan (continued)
Principal terms of the Scheme (continued)
Gateway Hurdles
The following two gateway hurdles need to be satisfied for any vesting, regardless of achievement of Company
performance measures.
•
personal performance reviews have been received over the performance period at a satisfactory level (as
determined by the Committee); and
•
the participant remains employed with Civmec.
Company Performance Measures
To the extent the gateway hurdles are satisfied, 100% of the vesting will be based on the absolute earnings per share
(aEPS) outcome. aEPS is based on the achievement of certain predetermined performance targets determined by the
Committee. The vesting schedule is as follows:
Long term incentive (LTI) proportion vesting
aEPS (100%)
50%
Target = 90% of three-year average annual result
Pro-rata between 50% and 100%
Outcome achieved between target and stretch
100%
Stretch >110% of three-year average annual result
The Committee has the discretion to determine whether the performance targets have been met.
(vi) Release of Awards
After the end of each performance period, the Remuneration Committee (the ‘RC’) will review the performance targets
specified in respect of the Award and if they have been satisfied, will release Awards to Participants.
(vii) Duration of the Plan
The Plan shall continue in operation for a maximum duration of ten years and may be continued for any further period
thereafter with the approval of the shareholders by ordinary resolution in general meeting and of any relevant authorities
which may then be required.
Awards Granted under the Scheme
The details of the awards granted under the Scheme are as follows:
Year of Award
FY 2019/20
FY 2020/21
No. of rights
7,359,993
8,578,000
5858
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
6. Performance Rights Plan (continued)
Civmec Limited Performance Rights Plan (continued)
Awards Granted under the Scheme (continued)
FY2020 Performance rights grant
Rights will vest in two tranches as follows:
•
•
Tranche 1 (50%): 2 year performance period (1 July 2019 to 30 June 2020)
Tranche 2 (50%): 3 year performance period (1 July 2019 to 30 June 2021)
FY2021 Performance rights grant
Rights will vest in two tranches as follows:
•
•
Tranche 1 (50%): 2 year performance period (1 July 2020 to 30 June 2022)
Tranche 2 (50%): 3 year performance period (1 July 2020 to 30 June 2023)
The number of performance rights in the Company held during the financial year by each Director and KMP of the
consolidated entity, is set out below:
Directors:
James Fitzgerald
Patrick Tallon
Kevin Deery
Key management personnel:
Rodney Bowes
Charles Sweeney
Adam Goldsmith
David Power
Mylon Manusiu
Balance at
appointment
date or
1.07.2020
Granted
Vested
Expired /
Other
Balance
30.06.2021
750,000
750,000
750,000
624,000
624,000
546,000
268,000
268,000
1,428,000
1,428,000
1,190,000
596,000
596,000
596,000
596,000
596,000
-
-
-
(375,000)
1,803,000
(375,000)
1,803,000
(375,000)
1,565,000
(312,000)
(312,000)
(100,000)
(134,000)
(134,000)
(134,000)
908,000
908,000
908,000
730,000
730,000
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Civmec Limited and its Subsidiaries
Directors’ Statement
(INCORPORATED IN SINGAPORE)
7. Audit Committee
The members of the Audit Committee (‘AC’) at the end of the financial year are as follows:
Mr Chong Teck Sin
Mr Wong Fook Choy Sunny
Mr Douglas Owen Chester
Chairman
Member
Member
All members of the Audit Committee are Non-Executive Directors. The Audit Committee performs the functions
specified by the Listing Manual of the Singapore Exchange Securities Trading Limited (‘SGX-ST’), the Listing Rules of
the Australian Securities Exchange (‘ASX’), the Code of Corporate Governance and Section 201B(5) of the Singapore
Companies Act, Chapter 50.
The nature and extent of the functions performed by the Audit Committee are detailed in the Corporate Governance
Report set out in the Annual Report of the Company.
8. Independent Auditor
The independent auditor, Moore Stephens LLP, has expressed its willingness to accept reappointment as auditor.
On behalf of the Board of Directors,
James Finbarr Fitzgerald
Executive Chairman
26 August 2021
Patrick John Tallon
Executive Director
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Report on
Corporate Governance
30 JUNE 2021
Introduction
The Board of Directors (the ‘Board’) and the senior management of Civmec Limited (‘Civmec’ or the ‘Company’) together
with its subsidiaries (the ‘Group’), recognise the importance of good corporate governance in ensuring greater transparency
and protecting the interests of shareholders, as well as strengthening investors’ confidence in its management and financial
reporting and are, accordingly, committed to maintaining a high standard of corporate governance throughout the Group.
This corporate governance report (‘Report’) describes the Company’s corporate governance framework and practices
that were in place during the financial year ended 30 June 2021 (‘FY2021’) with specific reference to the Principles
and Provisions of the Singapore Code of Corporate Governance 2018 (the ‘Code’) and the 3rd edition of the
Australian Securities Exchange (‘ASX’) Corporate Governance Principles and Recommendations (‘ASX Principles and
Recommendations’), which is also available on the Company’s corporate website.
In line with the commitment of the Company to maintaining high standards of corporate governance, the Company
continually reviews its corporate governance processes to strive to comply with the Code. To the extent the Company’s
practices may vary from the provisions of the Code for FY2021, the Company has explained how its practices are
consistent with the intent of the relevant principles of the Code.
The Board is pleased to report compliance of the Company with the Code, the Listing Manual of the Singapore Exchange
Securities Limited (the ‘SGX-ST’), and the Listing Rules of the ASX, where applicable, except where otherwise stated.
Board Matters
The Board’s Conduct of Affairs
Principle 1: The company is headed by an effective Board which is collectively responsible and works with Management for
the long-term success of the company.
Provision 1.1 Directors are fiduciaries who act objectively in the best interests of the company and hold Management
accountable for performance. The Board puts in place a code of conduct and ethics, sets appropriate tone-from-the-top
and desired organisational culture, and ensures proper accountability within the company. Directors facing conflicts of
interest recuse themselves from discussions and decisions involving
the issues of conflict.
The Board’s primary role is to protect and enhance shareholders’ value and ensure that the Company is run according to
the best international management and corporate governance practices, appropriate to the needs and development of
the Group. The Board works closely with the senior management for the Company’s long-term success and continuously
maintains the highest standards of behaviour and ethical conduct within the Group. The Board has adopted a formal code
of conduct, and it requires all the Directors, senior management and employees to abide by the Company’s Standard Code
of Conduct, which is available on its corporate website.
Apart from its statutory duties and responsibilities, the Board’s functions include:
• overseeing the management and affairs of the Group and approving the Group’s corporate strategy and directions;
• implementing policies in relation to financial matters, which include risk management and internal control and
compliance;
• reviewing the financial performance of the Group, approves investment proposals and sets values and standards,
including ethical standards for the Company and the Group;
• ensuring that the Group has in place an appropriate risk management framework and setting the risk appetite within
which the Board expects senior management to operate;
• approving the appointment, and when necessary replacement, of the senior management personnel; and
• developing and reviewing corporate governance principles and policies.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Report on
Corporate Governance
30 JUNE 2021
Board Matters (continued)
The Board’s Conduct of Affairs (continued)
Principle 1 (continued)
Provision 1.1 (continued)
All Directors are aware of their fiduciary duties and exercise due diligence and independent judgement in ensuring that
their decisions are objective and in the best interests of the Company. Directors who face conflicts of interest disclose their
interests and voluntarily recuse themselves from discussions and decisions involving the issues of conflict.
Provision 1.2 Directors understand the company’s business as well as their directorship duties (including their roles as
Executive, Non-Executive and Independent Directors). Directors are provided with opportunities to develop and maintain
their skills and knowledge at the company’s expense. The induction, training and development provided to new and existing
Directors are disclosed in the company’s annual report.
The Company encourages the Directors to learn and develop as Directors. The Directors may attend training, conferences
and seminars which may have a bearing on their duties and contribution to the Board, organised by professional bodies,
regulatory institutions and corporations at the Company’s expense, to keep themselves updated on the latest developments
concerning the Group and to keep abreast of the latest regulatory changes.
Each quarter, the Board was briefed and/or updated on recent changes to the accounting standards and industry
developments and business initiatives.
All the Board members are actively engaged and play an important role in ensuring good corporate governance within
the Company. Visits to the Company’s business premises are arranged to acquaint the Non-Executive Directors with the
Company’s operations and ensure that all the Directors are familiar with the Company’s business, policies and governance
practices.
Prior to their respective appointments to the Board, each of the Directors was given an orientation and induction
programme to familiarise them with the Company’s business activities, strategic directions, policies and key new projects
and have undertaken all appropriate checks (including the person’s character, experience, education, criminal record
and bankruptcy history). In addition, newly appointed senior management personnel are subject to the same orientation,
induction programme and appropriate checks in accordance with our internal onboarding policies and procedures before
the personnel are introduced to the senior management team. Upon appointment of each Director and senior management
personnel, the Company provides a services agreement to the Director and senior management personnel setting out their
duties and obligations.
Provision 1.3 The Board decides on matters that require its approval and clearly communicates this to Management in
writing. Matters requiring board approval are disclosed in the Company’s annual report.
The Board has delegated the day-to-day management of the Group to the senior management, headed by the Executive
Chairman, Mr James Finbarr Fitzgerald, the Chief Executive Officer, Mr Patrick John Tallon and the Chief Operating Officer,
Mr Kevin James Deery. Matters that are specifically reserved for the approval of the Board include, among others:
• reviewing the adequacy and integrity of the Group’s internal controls, risk management systems, compliance and
financial reporting systems;
• approving the annual budgets and business plans;
• approving major investment or expenditure;
• approving material acquisitions and disposal of assets;
• approving the Company’s periodic and full-year results announcements for release to the SGX-ST and ASX;
• approving the annual report and audited financial statements;
• monitoring senior management’s performance;
• recommending share issuance, dividend payments and other returns to shareholders;
• ensuring accurate, adequate and timely reporting to, and communication with shareholders; and
• assuming responsibility for corporate governance.
The Company has adopted a policy on signing limits, setting out the level of authorisation required for specific transactions,
including those that require Board approval.
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Board Matters (continued)
The Board’s Conduct of Affairs (continued)
Principle 1 (continued)
Provision 1.4 Board committees, including Executive Committees (if any), are formed with clear written terms of reference
setting out their compositions, authorities and duties, including reporting back to the Board. The names of the committee
members, the terms of reference, any delegation of the Board’s authority to make decisions, and a summary of each
committee’s activities, are disclosed in the company’s annual report.
To assist in the execution of its responsibilities, the Board has established several Board Committees namely; Audit
Committee (‘AC’), Nominating Committee (‘NC’), Remuneration Committee (‘RC’) and Risks and Conflicts Committee
(‘RCC’). These committees function within clearly defined terms of references and operating procedures, which are reviewed
on a regular basis. The effectiveness of these committees is also regularly monitored and reviewed by the Board. The roles
and responsibilities of these committees are described in the following sections of this report.
Provision 1.5 Directors attend and actively participate in Board and board committee meetings. The number of such
meetings and each individual Director’s attendances at such meetings are disclosed in the company’s annual report.
Directors with multiple board representations ensure that sufficient time and attention are given to the affairs of each
company.
The Board meets on a regular basis and when necessary, to address any specific significant matters that may arise.
Board meetings are scheduled in advance. The Constitution of the Company provides for Directors to conduct meetings
by teleconferencing or videoconferencing or other similar means of communication whereby all persons participating in
the meeting are able to hear each other. The Board and Board Committees may also make decisions by way of circulating
resolutions.
The number of Board and Board Committee meetings held and attended by each Board member during the financial year
ended 30 June 2021 (‘FY2021’) is set out below:
Board Committees
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee
Risks and
Conflicts
Committee
4
4
No. of Meetings Attended
4
4
4
4
4
4
4*
4*
4*
4
4
4
2
2*
2*
2*
2
2
2
2
2*
2*
2*
2
2
2
4
4*
4*
4*
4
4
4
No. of Meetings Held
James Finbarr Fitzgerald
Patrick John Tallon
Kevin James Deery
Chong Teck Sin
Wong Fook Choy Sunny
Douglas Owen Chester
* By Invitation
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Board Matters (continued)
The Board’s Conduct of Affairs (continued)
Principle 1 (continued)
Provision 1.6 Management provides directors with complete, adequate and timely information prior to
meetings and on an on-going basis to enable them to make informed decisions and discharge their duties
and responsibilities.
The Board is informed of all material events and transactions as and when they occur. The senior management consults
Board members as necessary and appropriate. Detailed Board papers, agenda and related material, background or
explanatory information relating to matters to be discussed are sent out to the Directors, usually at least a week prior
to each meeting, so that all Directors may better understand the issues beforehand, allowing more time at meetings for
discussion and deliberations.
Directors are provided with a copy of documents containing a wide range of relevant information, including, quarterly and
annual financial results, progress reports of the Group’s operations, corporate developments, business developments,
management information, sector performance, budgets, forecast, capital expenditure and personnel statistics, reports from
both external and internal auditors, significant project updates, business strategies, risk analysis and assessments and
relevant regulatory updates.
The senior management’s proposals to the Board for approval include background and explanatory information such as,
resources needed, risk analysis and mitigation strategies, financial impact, regulatory implications, expected outcomes,
conclusions and recommendations. Employees who can provide additional insight into matters to be discussed will be
present at the relevant time during the Board and Board Committee meetings. In order to keep Directors abreast of the
Group’s operations, the Directors are also updated on initiatives and developments on the Group’s business as soon as
practicable and/or possible and on an ongoing basis.
The Company Secretaries administer and are available to attend Board meetings and assist the Chairman in implementing
appropriate Board procedures to facilitate compliance with the Company’s Constitution. The Company Secretaries also
ensure that the requirements of the Companies Act (Chapter 50), SGX-ST Listing Manual, ASX Listing Rules and other
governance matters applicable to the Company are complied with. The Company Secretaries work together with the
Company to ensure that the Company complies with all relevant rules and regulations.
All Directors are updated regularly on changes to the Company’s policies and are kept updated on relevant new laws and
regulations including Directors’ duties and responsibilities, corporate governance and financial reporting standards. Newly
appointed Directors are given briefings by the Management on the business activities of the Group.
Provision 1.7 Directors have separate and independent access to Management, the Company secretary, and external
advisers (where necessary) at the company’s expense. The appointment and removal of the company secretary is a
decision of the Board as a whole.
The Board has separate and independent access to the senior management of the Company and the Company Secretaries
at all times. Requests for information are dealt with promptly by the senior management.
The Company Secretaries are appointed by the Board and are accountable to the Board, through the Chairman, on all
matters to do with the proper functioning of the Board. The removal of the Company Secretaries are subject to the approval
of the Board. The Company Secretaries work closely with the Chairman to manage the flow of information between the
Board, its committees and senior management across the Company.
The Board in fulfilling its responsibilities can, as a collective body or individually as Board members, when deemed fit,
direct the Company and at the Company’s expense, appoint independent professionals to render advice.
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Board Matters (continued)
Board Composition and Guidance
Principle 2: The Board has an appropriate level of independence and diversity of thought and background in its
composition to enable it to make decisions in the best interests of the company.
Provision 2.1 An ‘independent’ director is one who is independent in conduct, character and judgement, and has no
relationship with the company, its related corporations, its substantial shareholders or its officers that could interfere, or be
reasonably perceived to interfere, with the exercise of the director’s independent business judgement in the best interests of
the company.
The independence of each Director is reviewed annually by the Nominating Committee (‘NC’) in accordance with the
Code’s definition of independence. Each Independent Director is required to declare their independence by duly completing
and submitting a ‘Confirmation of Independence’ form. The declaration requires each Director to assess whether they
consider themselves independent and not having any of the relationships identified in the Code. Each Director is required
to declare any circumstances in which they may be considered non-independent. The NC reviews the Confirmation of
Independence to determine whether a Director is independent. The NC also considers the actions and conduct of the
Independent Directors, including in formal Board meetings, to assess their independence. The NC has carefully reviewed
and subsequently determined that the Independent Directors, namely Mr Chong Teck Sin,
Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester, are independent.
Provision 2.2 Independent directors make up a majority of the Board where the Chairman is not independent
As at the date of this Report, the Board comprises six (6) Directors, three (3) of whom are Executive Directors and the
remaining three (3) Directors being Independent Directors who make up half of the Board. No individual, or group of
individuals, dominates the Board’s decision-making as half of the Board consist of Independent Directors.
The Company does not have Independent Directors make up a majority of the Board where the current Chairman is not
independent. Board diversity of thought and professional background of Directors brings a range of longer term benefits to
the Company more than a majority number of Independent Directors.
Collectively, the Executive Directors and Independent Directors bring a wide range of experience and expertise as they
all currently occupy or have occupied senior positions in industry and/or government, and as such, each contributes
significantly to Board decisions.
In order to strengthen the independence of the Board, the Company has appointed a Lead Independent Director,
Mr Chong Teck Sin, to coordinate and lead the Independent Directors, providing a non-executive perspective and balanced
viewpoint.
The Lead Independent Director will represent the Independent Directors in responding to shareholders’ questions and
comments that are directed to the Independent Directors as a group.
Provision 2.3 Non-executive directors make up a majority of the Board
As at the date of this Report, the Board comprises six (6) Directors, three (3) of whom are Executive Directors and the
remaining three (3) Directors being Independent Directors who make up half of the Board.
While Non-Executive Directors do not make up a majority of the Board, the Board considers the management and oversight
function with Executive Directors heavily involved in management activities while Non-Executive Directors exercise oversight
role brings a range of longer term benefits to the Company more than a majority number of Non-Executive Directors.
Diversity of thought and professional background of Directors allow decisions to be made in the best interest of the
Company.
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Board Matters (continued)
Board Composition and Guidance (continued)
Principle 2 (continued)
Provision 2.3 (continued)
The Non-Executive Directors provide constructive review and assist the Board to facilitate and develop proposals on
strategy and monitor the performance of the senior management in meeting agreed objectives. The Non-Executive Directors
have full access to and cooperation from the Company’s senior management and officers. They have full discretion to have
separate meetings without the presence of senior management and to invite any Directors or officers
to the meetings as and when warranted.
Provision 2.4 The Board and board committees are of an appropriate size, and comprise directors who as a
group provide the appropriate balance and mix of skills, knowledge, experience, and other aspects of diversity such as
gender and age, so as to avoid groupthink and foster constructive debate. The board diversity policy and progress made
towards implementing the board diversity policy, including objectives, are disclosed in the Company’s annual report.
The Board, in concurrence with the Nominating Committee (‘NC’), is of the view that the current Board and the Board
Committees comprise an appropriate balance and diversity of skills, experience and knowledge of the Company, which
provides broad diversity of expertise such as accounting or finance, business or management experience, industry
knowledge, strategic planning experience and customer-based experience and knowledge who, as a group, provide core
competencies necessary to meet the Company’s requirements. Further details on the key information and the profile of the
Directors including their academic and professional qualifications, and other directorships in other listed companies is set
out on related pages of this annual report.
The current Board composition provides a diversity of skill, experience, and knowledge to the Company as follows:
Core Competencies
Business Management
Accounting or finance
Legal or corporate governance
Strategic planning experience
Relevant industry knowledge or experience
Gender
Male
Female
Balance and Diversity of the Board
Number of Directors
Proportion of Board
6
6
6
6
4
100%
100%
100%
100%
67%
Number of Directors
Proportion of Board
6
0
100%
0
The Company values diversity and equal opportunity and has various policies in place (which includes the diversity policy,
equal opportunity policy, and aboriginal peoples policy, that are available on its corporate website) to ensure that its Board,
senior management and workforce is comprised of individuals with diverse skills, values, backgrounds and experience to
the benefit of the Group. Diversity refers to characteristics such as age, gender, sexual orientation, race, religion, disability
and ethnicity. All appointments and employment of employees including Directors are based strictly on merit and equal
opportunity and not driven by any gender bias. Nevertheless, the Company endeavours
to include further additional attributes when there is a need to bring in fresh perspectives and enhancements.
The composition and renewal of the Board, including the need for progressive refreshing of the Board, is reviewed on
an annual basis by the NC to ensure that the Board has the appropriate balance and mix of skills, knowledge, expertise,
experience and other aspects of diversity such as gender and age, so as to avoid group think and foster constructive
debate and possesses the necessary competencies for effective decision making. The Company’s
annual Sustainability Report clearly articulates the Company’s strategy, targets, performance and future focus in relation to
diversity.
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Board Matters (continued)
Board Composition and Guidance (continued)
Principle 2 (continued)
Provision 2.5 Non-executive directors and/or independent Directors, led by the independent Chairman or other
independent director as appropriate, meet regularly without the presence of Management. The chairman of such
meetings provides feedback to the Board and/or Chairman as appropriate.
In order to strengthen the independence of the Board, the Company has appointed a Lead Independent Director,
Mr Chong Teck Sin, to co-ordinate and lead the Independent Directors, providing a non-executive perspective and
balanced viewpoint.
The Independent Directors communicate regularly without the presence of the other Executive Directors and
senior management, to discuss matters such as succession and leadership development planning, Board processes
and corporate governance matters. Feedback on the outcomes of these discussions is provided to the Executive
Chairman.
To facilitate an effective review of the senior management, the Non-Executive Directors meet as and when necessary
and at least once a year with Auditors without the presence of the senior management.
The Board and senior management fully appreciate that a fundamental of good corporate governance is an effective
and robust Board whose members engage in open and constructive debate and challenge senior management on its
assumptions and proposals.
Chairman and Chief Executive Officer
Principle 3: There is a clear division of responsibilities between the leadership of the Board and Management,
and no one individual has unfettered powers of decision-making.
Provision 3.1 The Chairman and the Chief Executive Officer (‘CEO’) are separate persons to ensure an appropriate
balance of power, increased accountability, and greater capacity of the Board for independent decision making.
Mr James Finbarr Fitzgerald is the Executive Chairman of the Company, while Mr Patrick John Tallon is an Executive
Director and Chief Executive Officer (‘CEO’).
The Executive Chairman and the Chief Executive Officer are not related.
Provision 3.2 The Board establishes and sets out in writing the division of responsibilities between the Chairman
and the CEO.
Whilst the Board does not have an independent Chairman, the roles of the Executive Chairman and that of
the CEO are clearly delineated. The Board believes that while the Chairman is not independent, the current composition
of the Board with its combined skills and capability, and its mix of experience, best serve the
interests of shareholders.
The two roles are separated whereby the Executive Chairman bears responsibility for providing guidance on the
corporate direction of the Group and leadership to the Board, and the CEO has executive responsibility for the
Company’s day-to-day business.
Provision 3.3 The Board has a lead independent director to provide leadership in situations where the Chairman
is conflicted, and especially when the Chairman is not independent. The lead independent director is available to
shareholders where they have concerns and for which contact through the normal channels of communication with the
Chairman or Management are inappropriate or inadequate.
The Company has appointed a Lead Independent Director, Mr Chong Teck Sin. As well as representing the views of
the Independent Directors, he is also available to shareholders and to facilitate a two-way flow of information between
shareholders, the Executive Chairman and the Board. In addition, all the Board Committees are led and solely comprise
of Independent Directors.
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Board Matters (continued)
Board Membership
Principle 4: The Board has a formal and transparent process for the appointment and re-appointment of directors, taking
into account the need for progressive renewal of the Board.
Provision 4.1 The Board establishes a Nominating Committee (‘NC’) to make recommendations to the Board on relevant
matters relating to:
(a)
the review of succession plans for directors, in particular the appointment and/or replacement of the Chairman, the
CEO and key management personnel;
(b)
the process and criteria for evaluation of the performance of the Board, its board committees and directors;
(c)
the review of training and professional development programmes for the Board and its directors; and
(d)
the appointment and re-appointment of directors (including alternate directors, if any).
The Company had established an NC to make recommendations to the Board on all board appointments.
The formal terms of reference of the NC are to:
• nominate senior management personnel, Directors (including Independent Directors) taking into consideration their
competencies, contribution, performance and ability to commit sufficient time and attention to the affairs of the
Group and considering their respective commitments outside the Group;
• review and recommend to the Board the composition of the Audit Committee, Remuneration Committee and Risks
and Conflicts Committee;
• re-nominate Directors for re-election in accordance with the Constitution at each AGM and having regard to the
Director’s contribution and performance;
• determine annually whether or not a Director of the Company is independent;
• decide whether or not a Director is able to and has been adequately carrying out their duties as a Director;
• assess the performance of the Board annually as a whole and the individual contribution of each Director and senior
management personnel to the effectiveness of the Board;
• review and recommend succession plans for Directors and senior management, in particular the Executive
Chairman and the CEO; and
• review and recommend training and professional development programmes for the Board and senior management
personnel.
The Company does not have a practice of appointing alternate Directors.
During the reporting period of the year, the NC has:
• reviewed the structure, size and composition of the Board and Board Committees;
• reviewed the independence of Directors;
• reviewed and undertaken the process for evaluating the Board, individual Directors, and senior management
personnel performance;
• reviewed results of performance evaluation and provided feedback to the Chairman and Board Committees;
• reviewed the need for progressive refreshing of the Board and provided feedback to the Chairman and Board
Committees;
• reviewed succession planning for the Chairman, CEO and senior management personnel and notified the Board;
and
• discussed information required to be reported under the 2018 Code or Listing Manual.
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Board Matters (continued)
Board Membership (continued)
Principle 4 (continued)
Provision 4.2 The NC comprises at least three directors, the majority of whom, including the NC Chairman, are
independent. The lead independent director, if any, is a member of the NC.
The NC comprises of three members, all of whom including the NC Chairman are Independent Non-Executive Directors:
Mr Douglas Owen Chester
Mr Chong Teck Sin
Mr Wong Fook Choy Sunny
NC Chairman
Member and Lead Independent Director
Member
Provision 4.3 The company discloses the process for the selection, appointment and re-appointment of directors to
the Board, including the criteria used to identify and evaluate potential new directors and channels used in searching for
appropriate candidates in the company’s annual report.
The process for the selection and appointment (or re-appointment) of Board members is as follows:
• the NC evaluates the balance of skills, knowledge and experience of the Board and, in light of such evaluation and
in consultation with the Board, prepares a description of the role and the essential and desirable competencies for a
particular appointment (or re-appointment);
• if required, the NC may engage consultants to undertake research on, or assess, candidates for new positions on
the Board;
• the NC meets with short-listed candidates to assess their suitability and ensure that the candidates are aware of the
expectations; and
• the NC makes recommendations to the Board for approval.
Pursuant to Article 118 of the Company’s Constitution, all the Directors are required to retire from office at every AGM of
the Company.
After due review, the Board has accepted the recommendation of the NC and, accordingly, the below named Directors will
be offering themselves for re-election at the forthcoming AGM:
1. James Finbarr Fitzgerald
2. Patrick John Tallon
3. Kevin James Deery
4. Chong Teck Sin
5. Wong Fook Choy Sunny
6. Douglas Owen Chester
Provision 4.4 The NC determines annually, and as and when circumstances require, if a director is independent, having
regard to the circumstances set forth in Provision 2.1. Directors disclose their relationships with the company, its related
corporations, its substantial shareholders or its officers, if any, which may affect their independence, to the Board. If the
Board, having taken into account the views of the NC, determines that such directors are independent notwithstanding the
existence of such relationships, the company discloses the relationships and its reasons in its annual report.
The independence of each Director is reviewed annually by the Nominating Committee (‘NC’) in accordance with the
Code’s definition of independence. Each Independent Director is required to declare their independence by duly completing
and submitting a ‘Confirmation of Independence’ form. The declaration requires each Director to assess whether they
consider themselves independent and not having any of the relationships identified in the Code. Each Director is required
to declare any circumstances in which they may be considered non-independent. The NC reviews the Confirmation of
Independence to determine whether a Director is independent. The NC also considers the actions and conduct of the
Independent Directors, including in formal Board meetings, to assess their independence. The NC has carefully reviewed
and subsequently determined that the Independent Directors namely Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and
Mr Douglas Owen Chester, are independent.
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Board Matters (continued)
Board Membership (continued)
Principle 4 (continued)
Provision 4.5 The NC ensures that new directors are aware of their duties and obligations. The NC also decides if a director
is able to and has been adequately carrying out his or her duties as a director of the company. The company discloses in
its annual report the listed company directorships and principal commitments of each director, and where a director holds a
significant number of such directorships and commitments, it provides the NC’s and Board’s reasoned assessment of the
ability of the director to diligently discharge his or her duties.
The dates of Director’s initial appointment, last re-election and their directorships are set out below:
Name of Director
Date of Initial
Appointment
Date of Last
Re-election
Present Directorships in
Listed Companies
Past Directorships
in Listed Companies(2)
James Finbarr Fitzgerald
27 March 2012
30 October 2020
Patrick John Tallon
27 March 2012
30 October 2020
Kevin James Deery
27 March 2012
30 October 2020
Chong Teck Sin
27 March 2012
30 October 2020
Wong Fook Choy Sunny
27 March 2012
30 October 2020
-
-
-
Changan Minsheng APLL
Logistics Co., Ltd(1)
InnoTeck Limited
AIMS APAC REITS
Management Limited
Mencast Holdings Ltd
Excelpoint Technology Ltd
InnoTeck Limited
-
-
-
-
KTL Global Ltd
Douglas Owen Chester
2 November 2012
30 October 2020
-
-
Notes:
(1) Listed on Hong Kong Stock Exchange
(2) Past directorships within the past 3 years
The NC has considered and taken the view that it would not be appropriate at this time to set a limit on the number of listed
Company directorships that a Director may hold. Directors have different capabilities, the nature of the organisations in
which they hold appointments and the committees on which they serve are of different complexities, and accordingly, each
Director would personally determine the demands of their competing directorships and obligations and assess the number
of listed Company directorships they could hold and serve effectively. Currently, none of the Directors hold more than four (4)
directorships in other listed companies.
In addition, the NC also determines annually whether a Director with multiple Board representations is able to and has been
adequately carrying out their duties as a Director of the Company. The NC takes into account the results of the assessment
of the effectiveness of the individual Director and the respective Directors’ actual conduct on the Board. The NC is satisfied
that for FY2021 sufficient time and attention have been devoted by the Directors to the affairs of the Company and the
Group. As such, there is presently no need to implement internal guidelines to address their competing time commitments
notwithstanding that some of the Directors have multiple Board representations.
The NC will, however, continue to review, from time to time, the Board representations and other principal commitments to
ensure that Directors continue to meet the demands of the Group and are able to discharge their duties adequately.
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Board Matters (continued)
Board Performance
Principle 5: The Board undertakes a formal annual assessment of its effectiveness as a whole, and that of each of its board
committees and individual directors.
Provision 5.1 The NC recommends for the Board’s approval the objective performance criteria and process for the
evaluation of the effectiveness of the Board as a whole, and of each board committee separately, as well as the contribution
by the Chairman and each individual director to the Board.
For the year under review, the NC held two (2) meetings and evaluated the Board’s performance as a whole and the
contribution of each Director to the effectiveness of the Board. The NC has adopted a formal process and criteria to assess
the effectiveness of the Board and each of the Directors. The evaluation is carried out annually.
Provision 5.2 The company discloses in its annual report how the assessments of the Board, its board committees and
each director have been conducted, including the identity of any external facilitator and its connection, if any, with the
company or any of its directors
The NC undertakes an annual formal review and evaluation of both the Board’s performance as a whole, as well as
individual Director’s performance, such as Board commitment, standard of conduct, competency, training & development
and interaction with other Directors, senior management and stakeholders.
All Directors complete an evaluation questionnaire designed to seek their view on the various aspects of their individual and
Board performance so as to assess the overall effectiveness of the Board.
The completed questionnaire is collated, and the results of the evaluation exercise are subsequently considered by the
NC, before making recommendations to the Board. The Chairman of the Board may take actions as may be appropriate
according to the results of the performance evaluation, which will be based on objective performance criteria proposed by
the NC and approved by the Board.
The performance of individual Directors is assessed based on factors which include their attendance, participation at the
Board and Board committee meetings and contributions to the Board in long range planning and the business strategies as
well as their industry and business knowledge.
Each member of the NC abstains from voting on any resolutions and making any recommendations and/or participating in
any deliberations of the NC in respect of the assessment of their performance and re-nomination as
a Director.
The NC conducted a performance evaluation of the Board and Board Committees for FY2021 consistent with this process
and determined that all Directors have demonstrated full commitment to their roles and contributed effectively in the
discharge their duties. Both the NC and the Board are of the view that the Board has met its performance objectives
for FY2021.
Remuneration Matters
Principle 6: The Board has a formal and transparent procedure for developing policies on director and executive
remuneration, and for fixing the remuneration packages of individual directors and key management personnel. No director
is involved in deciding his or her own remuneration.
Provision 6.1 The Board establishes a Remuneration Committee (‘RC’) to review and make recommendations to
the Board on:
(a) a framework of remuneration for the Board and key management personnel; and
(b)
the specific remuneration packages for each director as well as for the key management personnel.
The Company has established a Remuneration Committee (RC) to make recommendations to the Board on remuneration
packages of individual Directors and key senior management personnel.
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Board Matters (continued)
Remuneration Matters (continued)
Principle 6 (continued)
Provision 6.1 (continued)
The formal terms of reference of the RC, are to:
• recommend to the Board a framework of remuneration for the Directors and key senior management personnel;
• determine specific remuneration packages for each Executive Director;
• review annually the remuneration of employees related to the Directors and substantial shareholders to ensure
that their remuneration packages are in line with the staff remuneration guidelines and commensurate with their
respective job scopes and level of responsibilities; and
• perform such other acts as may be required by the SGX-ST and the Code, or ASX, from time to time.
The recommendations of the RC are submitted for endorsement by the entire Board. Each member of the RC abstains
from voting on any resolutions in respect of their own remuneration package. Also, in the event that a member of the RC
is related to the employee under review, they will abstain from participating in that review. Directors are not involved in the
discussion and in deciding their own remuneration.
Provision 6.2 The RC comprises at least three directors. All members of the RC are Non-Executive Directors,
the majority of whom, including the RC Chairman, are independent.
The RC comprises of three (3) members, all of whom including the RC Chairman are Independent
Non-Executive Directors:
Mr Wong Fook Choy Sunny
Mr Chong Teck Sin
Mr Douglas Owen Chester
RC Chairman
Member and Lead Independent Director
Member
Provision 6.3: The RC considers all aspects of remuneration, including termination terms, to ensure they are fair.
The RC has established a framework of remuneration for the Board and key senior management personnel covering all
aspects of remuneration but not limited to Directors’ fees, salaries, allowances, bonuses, incentive schemes and benefits-in-
kind.
The RC also oversees the administration of the Civmec Limited Employee Share Option Scheme (‘CESOS’), the
Civmec Limited Performance Share Plan (‘CPSP’) and the Civmec Limited Performance Rights Plan (‘CPRP’) upon the
terms of reference as defined in the CESOS, CPSP and CPRP. The CESOS, CPSP and CPRP were established on 27
March 2012, 25 October 2012 and 25 October 2019 respectively, with a 10-year tenure commencing on the establishment
date.
The Company has a procedure that governs the Directors and senior management personnel dealing in securities trading.
The securities trading procedure reflects the Corporations Act 2001 prohibition on senior management personnel and their
closely related parties from hedging the senior management personnel’s incentive remuneration. The senior management
personnel, and their immediate family and controlled entities are prohibited from entering into any arrangement that
would have the effect of limiting the senior management personnel’s exposure to risk relating to an element of the senior
management personnel’s remuneration that is unvested, or is vested but remains subject to a holding lock.
The RC reviews the fairness and reasonableness of the termination clauses of the service agreements of Executive Directors
to ensure that such contracts of service contain fair and reasonable termination clauses which are not overly generous, with
an aim to be fair and avoid rewarding poor performance.
The RC is of the view that it is currently not necessary to use contractual provisions to allow the Company to reclaim
incentive components of remuneration from the Executive Directors and key senior management personnel in exceptional
circumstances of misstatement of financial statements, or of misconduct resulting in financial loss to the Company and
the Group. The Executive Directors owe a fiduciary duty to the Company and the Company should be able to avail itself
to remedies against the Executive Directors and key senior management personnel in the event of such exceptional
circumstances of breach of fiduciary duty.
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Board Matters (continued)
Remuneration Matters (continued)
Principle 6 (continued)
Provision 6.3 (continued)
During the reporting period of the year, the RC has:
• reviewed and approved remuneration for Executives which includes salary, Short Term and Long Term incentives;
• reviewed benchmarking of fees for Directors;
• reviewed the remuneration packages of employees in the Group which includes salary adjustments and bonus; and
• reviewed the remuneration package of the Executive Directors and CEO which includes salary, Short Term and Long
Term incentives.
Provision 6.4 The company discloses the engagement of any remuneration consultants and their independence in the
company’s annual report.
The RC has access to expert professional advice on human resource and remuneration matters whenever there is a need to
consult externally.
During the financial year, the fixed remuneration of executives was benchmarked against peers based on the industry salary
surveys sourced from AON Hewitt McDonald.
Level and Mix Remuneration
Principle 7: The level and structure of remuneration of the Board and key management personnel are appropriate and
proportionate to the sustained performance and value creation of the company, taking into account the strategic objectives
of the company.
Provision 7.1 A significant and appropriate proportion of executive directors’ and key management personnel’s
remuneration is structured so as to link rewards to corporate and individual performance. Performance-related remuneration
is aligned with the interests of shareholders and other stakeholders and promotes the long-term success of the company.
Executive Directors and key senior management personnel remuneration comprises a fixed and a variable component, the
latter of which is in the form of a bonus linked to the performance of the individual as well as the Group. In addition, short-
term and long-term incentives, such as the CESOS, CPSP and CPRP, are in place to strengthen the pay-for-performance
framework by rewarding and recognising the key executives’ contributions to the growth of the Group. This is designed
to align remuneration with the interests of shareholders and link rewards to corporate and individual performance so as to
promote long-term sustainability of the Group.
During FY2021, no Share Options under the CESOS were granted, as required under the ASX Listing Rules.
Refer to the Directors’ Statement for details of Performance Rights granted to Executive Directors and key senior
management personnel.
Provision 7.2 The remuneration of non-executive directors is appropriate to the level of contribution, taking into account
factors such as effort, time spent, and responsibilities.
The remuneration of the Independent Directors is in the form of a fixed fee which is subject to shareholders’ approval at
the AGM. Each member of the RC abstains from voting on any resolution, participating in any deliberation of the RC, and
making any recommendation in respect of their own remuneration.
The Independent Directors’ fees were derived using the fee structure as follows:
Independent Director who is the Chairman of the Audit Committee
Other Independent Director
Annual Fees (S$)
88,000
77,000
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Board Matters (continued)
Level and Mix Remuneration (continued)
Provision 7.3 Remuneration is appropriate to attract, retain and motivate the directors to provide good stewardship of the
company and key management personnel to successfully manage the company for the long term.
In making its recommendations to the Board on the level and mix of remuneration, the RC strives to be competitive, linking
rewards with performance. It takes into consideration the essential factors to attract, retain and motivate the Directors and
senior management needed to run the Company successfully, linking rewards to corporate and individual performance, and
aligning their interest with those of the shareholders.
The Company has renewed the service agreements with the Executive Directors, Mr James Finbarr Fitzgerald, Mr Patrick
John Tallon and Mr Kevin James Deery. Each service agreement is valid for a period of three (3) years with effect from the
date of expiry of the previous period. During the renewal period of three (3) years, either party may terminate the Service
Agreement at any time by giving to the other party not less than six (6) months’ notice in writing, or in lieu of notice, payment
of amount equivalent to six (6) months’ salary. The Executive Directors do not receive Director’s fees.
Pursuant to Article 118 of the Company’s Constitution, all the Directors (including Independent Directors) are required to
retire from office at every AGM of the Company, meaning that the Independent Directors are appointed for a one year term
when elected.
The remuneration packages of the Executive Directors and the key senior management personnel are based on service
agreements and their remuneration is determined having due regard to the performance of the individuals, the Group as well
as market trends.
Principle 8: The company is transparent on its remuneration policies, level and mix of remuneration, the procedure for setting
remuneration, and the relationships between remuneration, performance and value creation.
Provision 8.1 The company discloses in its annual report the policy and criteria for setting remuneration, as well as names,
amounts and breakdown of remuneration of:
(a) each individual director and the CEO; and
(b) at least the top five key management personnel (who are not directors or the CEO) in bands no wider than
S$250,000 and in aggregate the total remuneration paid to these key management personnel.
For competitive reasons and the sensitive nature of such information, the Board is of the opinion that it is in the best
interests of the Company to not disclose remuneration of each individual Director for the year ended 30 June 2021. Instead,
the Company discloses the bands of remuneration in the following tables to avoid such information being exploited by
competitors and to maintain personal confidentiality on remuneration matters:
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Board Matters (continued)
Level and Mix Remuneration (continued)
Principle 8 (continued)
Provision 8.1 (continued)
Name of Director
Salary
Bonus
For the year ended 30 June 2021
Directors’
Fees
Allowances
and Other
Benefits
A$650,000 to A$899,999
James Finbarr Fitzgerald
Patrick John Tallon
Kevin James Deery
Below A$250,000
Chong Teck Sin
Douglas Owen Chester
Wong Fook Choy Sunny
73%
73%
72%
-
-
-
22%
22%
22%
-
-
-
-
-
-
100%
100%
100%
5%
5%
5%
-
-
-
Total
100%
100%
100%
100%
100%
100%
Details of remuneration paid to key senior management personnel (who are not Directors of the Company) of the Group for
the financial year ended 30 June 2021 are set out below:
For the year ended 30 June 2021
Name of Key Executive
Designation
Salary
Bonus
A$300,000 to A$550,000
Rodney Bowes
Adam Goldsmith
Mylon Manusiu
David Power
Charles Sweeney
Executive Group Manager
Proposals
Executive Group Manager
Operational Support
Executive General Manager
Maintenance
Executive General Manager
Manufacturing
Executive General Manager
Construction
76%
76%
78%
69%
88%
15%
15%
17%
23%
3%
Allowances
and Other
Benefits
9%
9%
5%
8%
9%
Total
100%
100%
100%
100%
100%
The annual aggregate remuneration paid to all the above-mentioned Directors and key senior management personnel of the
Group is A$5,218,000 (2020: A$4,405,000 ) in FY2021.
The procedures for developing remuneration policies and for fixing the remuneration packages of individual Directors have
been set out under principle 6 of the Corporate Governance Report above.
The relationships between the remuneration of the Board and key senior management personnel and the performance and
value creation of the Company have been set out under principle 6 of the Corporate Governance Report above.
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Board Matters (continued)
Level and Mix Remuneration (continued)
Principle 8 (continued)
Provision 8.2 The company discloses the names and remuneration of employees who are substantial shareholders of the
company, or are immediate family members of a director, the CEO or a substantial shareholder of the company, and whose
remuneration exceeds S$100,000 during the year, in bands no wider than S$100,000, in its annual report. The disclosure
states clearly the employee’s relationship with the relevant director or the CEO or substantial shareholder.
Name of Employee
Designation
Relationship
A$150,000 to A$249,999
Thomas Tallon
Below A$100,000
Sean Fitzgerald
Claire Fitzgerald
Supervisor
Brother of CEO Patrick Tallon
Draftsperson
Trades Assistant
Child of Chairman James Fitzgerald
Child of Chairman James Fitzgerald
The RC is of the view that the remuneration of these family members is in line with the Company remuneration guidelines
and commensurate with their job scope and level of responsibilities.
Provision 8.3 The company discloses in its annual report all forms of remuneration and other payments and benefits, paid
by the company and its subsidiaries to directors and key management personnel of the company. It also discloses details of
employee share schemes.
More details in relation to the CESOS, CPSP and CPRP can be found in the ‘Directors’ Statement’ in the ‘Financials’
section of the Annual Report.
Risk Management and Internal Controls
Principle 9: The Board is responsible for the governance of risk and ensures that Management maintains a sound system of
risk management and internal controls, to safeguard the interests of the company and its shareholders.
Provision 9.1 The Board determines the nature and extent of the significant risks which the company is willing to take in
achieving its strategic objectives and value creation. The Board sets up a Board Risk Committee to specifically address this,
if appropriate.
The Company has established a Risks and Conflicts Committee (RCC) to advise and make recommendations to the
Board on risk and conflict matters.
The RCC is guided by its Terms of Reference which highlights its primary responsibilities are to:
• review and monitor the Group’s risk management framework and activities, including the Group’s levels of risk tolerance
and risk policies;
• report to the Board regarding the Group’s risk exposures, including the review risk assessment model used to monitor
the risk exposures and senior management’s views on the acceptable and appropriate level of risk faced by the Group’s
Business Units;
• recommend and adopt appropriate measures to control and mitigate the business risks of the Group, as and when
these may arise; and
• perform any other functions as may be agreed by the Board.
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Board Matters (continued)
Risk Management and Internal Controls (continued)
Principle 9 (continued)
Provision 9.1 (continued)
During the reporting period of the year, the RCC has:
• reviewed the Risk Register and Risk Management Framework;
• requested revisions to the Risk Mitigation Plan presented by senior management to mitigate and monitor the risk
exposure;
• reviewed the Project Risk and Opportunity Reporting Improvements; and
• reviewed the Policies adopted by the Company such as Bribery & Corruption Policy and Procedures and the Code
of Conduct.
The RCC reviews all significant control policies and procedures and highlights all significant risk matters to the Board for
discussion and to take appropriate actions, if required.
The RCC comprises three (3) members, all of whom, including the RCC Chairman are Independent Non-Executive Directors:
Mr Chong Teck Sin
Mr Douglas Owen Chester
Mr Wong Fook Choy Sunny
RCC Chairman and Lead Independent Director
Member
Member
Provision 9.2 The Board requires and discloses in the company’s annual report that it has received assurance from:
(a) the CEO and the Chief Financial Officer (‘CFO’) that the financial records have been properly maintained and the financial
statements give a true and fair view of the company’s operations and finances; and
(b) the CEO and other key management personnel who are responsible, regarding the adequacy and effectiveness of the
company’s risk management and internal control systems.
The Group’s internal controls and systems are designed to provide reasonable assurance on the integrity and reliability of the
financial information and to safeguard and maintain accountability of its assets. Procedures are in place to identify major business
risks and to evaluate potential financial effects, as well as for the authorisation of capital expenditure and investments.
The external auditors carry out, in the course of their statutory audit, an annual review of the effectiveness of the
Group’s key internal controls, including financial, operational, compliance, information technology controls as well as risk
management systems to the extent of their scope as laid out in their audit plan. Any material weaknesses in internal controls,
together with recommendations for improvement, are reported to the AC and RCC.
The Company’s internal audit function prepares an annual internal audit plan, which takes account of the Company’s key
risks and other assurance activities performed, enabling internal audit resources to be targeted to areas of greatest value
across the Company’s operations, including group and subsidiary structures. Processes subject to internal audit include
financial, administrative, operational and project specific activities and systems. The internal audit function provides advice
on the effectiveness of risk management processes and material internal controls, recommends corrective actions and
control improvements and follows up on the implementation of action plans designed by management to address any control
deficiencies or improvement opportunities. Internal audit reports containing internal audit results, recommendations and agreed
action plans are presented to the AC on a quarterly basis.
The Company appoints internal auditors to carry out a review of the adequacy and effectiveness of the Group’s key internal
controls, including financial, operational, compliance and information technology controls as well as risk management systems to
the extent of their scope as laid out in their audit plan.
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Board Matters (continued)
Risk Management and Internal Controls (continued)
Principle 9 (continued)
Provision 9.2 (continued)
In the absence of evidence to the contrary, the Board is satisfied the system of internal controls maintained by the Company
and that was in place throughout the financial year and up to the date of this report provides reasonable, but not absolute,
assurance against material financial misstatements or losses, and includes the safeguarding of assets, the maintenance
of proper accounting records, the reliability of financial information, compliance with appropriate legislation, regulations
and best practices, and the identification and containment of financial, operational and compliance risks. Based on the
risk management and internal control systems established and implemented by the Group, and work conducted by the
internal auditors, external auditors and our internal audit team, the Board, with the concurrence of the AC, is satisfied
the Company’s system of internal controls and risk management procedures maintained by the Group are adequate and
effective to meet the needs of the Company in addressing the financial, operational, compliance, information technology
controls and risk management systems in the Group’s current business environment, with no material weaknesses
identified.
The Board has received assurances from the CEO and Acting Chief Financial Officer that:
(i) the financial records have been properly maintained (and the financial statements comply with the appropriate
accounting standards) and the financial statements give a true and fair view of the Company’s operations and
finances; and
(ii) the Company’s risk management and internal control systems are adequate and effective.
The Board notes that all internal control systems are designed to manage rather than eliminate risks and no system of internal
controls could provide absolute assurance against the occurrence of material errors, poor judgment in decision-making, human
error losses, fraud or other irregularities.
The Company will publish its Sustainability Report later in 2021, which will further consider the management of any material
economic, environmental and social sustainability risks faced by the Group.
Audit Committee
Principle 10: The Board has an Audit Committee (‘AC’) which discharges its duties objectively.
Provision 10.1 The duties of the AC include:
(a) reviewing the significant financial reporting issues and judgements so as to ensure the integrity of the financial
statements of the company and any announcements relating to the company’s financial performance;
(b) reviewing at least annually the adequacy and effectiveness of the company’s internal controls and risk management
systems;
(c) reviewing the assurance from the CEO and the CFO on the financial records and financial statements;
(d) making recommendations to the Board on:
(i)
the proposals to the shareholders on the appointment and removal of external auditors; and
(ii) the remuneration and terms of engagement of the external auditors;
(e) reviewing the adequacy, effectiveness, independence, scope and results of the external audit and the company’s
internal audit function; and
(f) reviewing the policy and arrangements for concerns about possible improprieties in financial reporting or other matters
to be safely raised, independently investigated and appropriately followed up on. The company publicly discloses,
and clearly communicates to employees, the existence of a whistle-blowing policy and procedures for raising such
concerns.
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Board Matters (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.1 (continued)
The AC is governed by terms of reference with its primary responsibilities as follows:
• to assist the Board in discharging its responsibility to safeguard the Group’s assets, maintain adequate accounting
records, and develop and maintain effective systems of internal control with the overall objective of ensuring that
our management creates and maintains an effective control environment in the Group;
• to provide a channel of communication between the Board, the management team, the external auditors and
internal auditors on matters relating to audit;
• to monitor senior management’s commitment to the establishment and maintenance of a satisfactory control
environment and an effective system of internal control (including any arrangements for internal audit);
• to monitor and review the scope and results of external audit and its cost effectiveness and the independence and
objectivity of the external auditors; and
• to monitor and review the scope and results of internal audit and the cost effectiveness of the internal auditors.
In addition, the functions of the AC are to:
• review with the external auditors the audit plans, their evaluation of the system of internal controls, their
management letter and the management’s response thereto;
• review with the internal auditors the internal audit plans and their evaluation of the adequacy of the internal control
and accounting system before submission of the results of such review to the Board for approval;
• review the quarterly and annual financial statements and any formal announcements relating to the Group’s
financial performance before submission to the Board for approval, focusing in particular, on changes in accounting
policies and practices, major risk areas, significant adjustments resulting from the audit, compliance with accounting
standards and compliance with the SGX-ST Listing Manual, ASX Listing Rules and any other relevant and statutory
or regulatory requirements;
• review the internal control and procedures and ensure co-ordination between the external auditors and the
management, review the assistance given by the management to the auditors, and discuss problems and concerns,
if any, arising from the interim and final audits, and any matters which the auditors may wish to discuss (in the
absence of our management where necessary);
• review and consider the appointment or re-appointment of the external auditors and matters relating to resignation
or dismissal of the auditors;
• review and consider the appointment or re-appointment of the internal auditors and matters relating to resignation
or dismissal of the auditors;
• review interested person transactions (if any);
• review the Group’s hedging policies, procedures and activities (if any) and monitor the implementation of the
hedging procedure/policies, including reviewing the instruments, processes and practices in accordance with any
hedging polices approved by the Board;
• review potential conflicts of interest, if any, and to set out a framework to resolve or mitigate such potential conflicts
of interests;
• undertake such other reviews and projects as may be requested by the Board and report to the Board its findings
from time to time on matters arising and requiring the attention of the Audit Committee;
• review and discuss with investigators, any suspected fraud, irregularity, or infringement of any relevant laws, rules
or regulations, which has or is likely to have a material impact on the Group’s operating results or financial position,
and the management’s response thereto;
• generally to undertake such other functions and duties as may be required by statute or the SGX-ST Listing Manual
and ASX Listing Rules, and by such amendments made thereto from time to time;
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Board Matters (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.1 (continued)
• review the effectiveness and adequacy of the administrative, operating, internal accounting and financial control
procedures;
• review the findings of internal investigation into matters where there is any suspected fraud or irregularity, or failure
of internal controls or infringement of any law, rule or regulation which has or is likely to have a material impact on
the Group’s operating results and/or financial position;
• review key financial risk areas, with a view to providing an independent oversight on the Group’s financial reporting,
the outcome of such review to be disclosed in the annual reports or if the findings are material, to be immediately
announced via SGXNET and ASX Online; and
• review the Group’s compliance with such functions and duties as may be required under the relevant statutes or the
SGX-ST Listing Manual and ASX Listing Rules, including such amendments made thereto from time to time.
The AC has the power to conduct or authorise investigations into any matters within its scope of responsibility. The AC
is authorised to obtain independent professional advice whenever deemed necessary to discharge of its responsibilities
at the Company’s expenses.
The AC has the cooperation of and complete access to the Company’s management. It has full discretion to invite any
Director or Executive Officer to attend the meetings, and has been given reasonable resources to enable the discharge
of its functions.
As at the reporting period of the year, the AC has:
• reviewed the scope of work of the external auditors;
• reviewed the scope of work of the internal auditors;
• reviewed audit plans and discussed the results of the respective findings and their evaluation of the Company’s
system of internal accounting controls;
• reviewed interested person transactions of the Company;
• met with the Company’s external auditors and internal auditors without the presence of the management;
• reviewed the external auditors’ independence and objectivity; and
• reviewed the Company’s procedures for detecting fraud and whistle-blowing matters and to ensure that
arrangements are in place by which any employee, may in confidence, raise concerns about improprieties in matters
of financial reporting, financial control, or any other matters. A report is presented to the AC on a quarterly basis
whenever there is a whistle-blowing issue.
The AC, having reviewed the external auditors’ non-audit services, is satisfied there were no non-audit services rendered
that would affect the independence of the external auditors. The AC recognises the need to maintain a balance between the
independence and objectivity of the external auditors and the work carried out by the external auditors based on monetary
consideration.
The aggregate amount of agreed fees to be paid to the external auditors, Moore Stephens LLP for FY2021 is A$107,200
(equivalent S$108,000) which comprises audit fee of A$87,200 (equivalent S$88,000) and A$20,000 (equivalent S$20,000)
non-audit fees. The AC has recommended to the Board the re-appointment of Moore Stephens LLP as the Company’s
external auditors at the forthcoming AGM.
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Board Matters (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.1 (continued)
The AC is kept abreast by the external auditors of changes to accounting standards, SGX-ST Listing Rules and ASX Listing
Rules, and other regulations which could have an impact on the Group’s business and financial statements.
The Company has established a whistle-blowing policy where staff of the Group may, in confidence, raise concerns
about possible improprieties in matters of financial reporting, fraudulent acts and other matters, and has ensured that
arrangements are in place for independent investigations of such matters and for appropriate follow up actions. All
whistle-blowing reports will be addressed to the AC Chairman, either directly or through STOPline, the whistle-blowing
service provider. Staff are regularly informed of the existence of the whistle-blowing mechanism and encouraged to report
relevant matters.
There were no reports received through the whistle-blowing system during FY2021.
Provision 10.2 The AC comprises at least three directors, all of whom are non-executive and the majority of whom,
including the AC Chairman, are independent. At least two members, including the AC Chairman, have recent and relevant
accounting or related financial management expertise or experience.
The Audit Committee comprises the following three (3) members, all of whom, including the AC Chairman, are
Non-Executive Independent Directors:
Mr Chong Teck Sin
Mr Douglas Owen Chester
Mr Wong Fook Choy Sunny
AC Chairman and Lead Independent Director
Member
Member
The Board ensures that the members of the AC are appropriately qualified to discharge their responsibilities and they
possess the requisite accounting and/or financial management expertise and experience.
Provision 10.3 The AC does not comprise former partners or directors of the company’s existing auditing firm or auditing
corporation:
(a) within a period of two years commencing on the date of their ceasing to be a partner of the auditing firm or director of
the auditing corporation; and in any case,
(b
for as long as they have any financial interest in the auditing firm or auditing corporation.
None of the AC members are previous partners or Directors of the Group’s auditors, Moore Stephens LLP and none of the
AC members hold any financial interest in Moore Stephens LLP.
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Board Matters (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.4 The primary reporting line of the internal audit function is to the AC, which also decides on the appointment,
termination and remuneration of the head of the internal audit function. The internal audit function has unfettered access to
all the company’s documents, records, properties and personnel, including the AC, and has appropriate standing within the
company.
The Board recognises the importance of maintaining an internal audit function, independent of the activities it audits, to
maintain a sound system of internal control within the Company to safeguard shareholders’ investments and the Company’s
assets.
The Company’s internal audit function is outsourced to Deloitte, which is one of the Big Four multinational accounting
organisations and it is independent of the Company’s business activities. The internal audit team that provide expertise
and industry insights to strengthen the Company’s governance and risk management on an annual basis and comprises a
Director, a senior manager and supported by other staff, which have more than 30 years of relevant experience combined.
The internal auditors conduct the audit based on the standards set by internationally recognised professional bodies. The
annual internal audit plan is submitted to the AC for approval prior to the commencement of the internal audit work. The
internal auditors review the effectiveness of key internal controls in accordance with the internal audit plan.
Staffed by suitably qualified and experienced executives, the internal auditors have unrestricted direct access to the AC
and unfettered access to all the Company’s documents, properties and personnel. The internal auditors have a direct and
primary reporting line to the AC and assist the AC in overseeing and monitoring the implementation and improvements
required on internal control weaknesses identified. The AC reviews the adequacy and effectiveness of the internal audit
function quarterly.
The role of the internal auditors is to support the AC in ensuring that the Group maintains a sound system of internal
controls by monitoring and assessing the effectiveness of key controls and procedures, conducting in-depth audits of
high risk areas and undertaking investigations as directed by the AC.
The AC regularly reviews the performance of the internal auditors and determines their reappointment and level
of remuneration.
The AC reviews the adequacy of the function of the internal audit annually and based on this review believes that the internal
auditors have adequate resources to perform their function effectively and objectively and has unfettered access to the
Company’s documents, records, properties and personnel.
The AC is satisfied with the effectiveness of the existing internal control systems put in place by the senior management to
meet the needs of the Group in its current business environment.
The Company’s external auditors also conduct annual reviews of the effectiveness of the Group’s material internal controls
for financial reporting in accordance with the scope as laid out in their audit plans.
Provision 10.5: The AC meets with the external auditors, and with the internal auditors, in each case without the presence of
Management, at least annually.
The AC has met with the Company’s external auditors and internal auditors without the presence of the management and
has full unfettered access to do so.
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Board Matters (continued)
Shareholders Rights and Conduct of General Meetings
Principle 11: The company treats all shareholders fairly and equitably in order to enable them to exercise shareholders’
rights and have the opportunity to communicate their views on matters affecting the company.
The company gives shareholders a balanced and understandable assessment of its performance, position
and prospects.
Provision 11.1 The company provides shareholders with the opportunity to participate effectively in and vote at general
meetings of shareholders and informs them of the rules governing general meetings of shareholders.
Annual General Meeting (‘AGM’) and other shareholders’ meetings will always be held at a reasonable place and time. In FY2021,
AGM will be held electronically due to the COVID-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies,
Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020. The Company ensures that
shareholders have the opportunity to participate effectively and vote at shareholders’ meetings. In this regard, shareholders are
informed of shareholders’ meetings through notices contained in annual reports or a circular sent to all shareholders. These notices
are also published in the local newspaper and posted on SGXNET and ASX Online. Shareholders are able to send and receive
communications electronically with the Company through its respective share registries platform in Singapore and Australian, details
for doing so are available on the corporate website at www.civmec.com.au.
At AGM and other shareholders’ meetings, the Executive Chairman ensures constructive dialogue between the Board and
shareholders and upholds high standards of corporate governance. Shareholders are invited and given the opportunity
to voice their views, put forth any questions and seek clarification on questions they may have regarding the Company.
Shareholders are also informed of the rules and voting procedures governing such meetings under the relevant notice of meeting.
For greater transparency, the Company has adopted the voting of all its resolutions by poll at the general meetings
and an announcement of the detailed results of the number of votes cast for and against each resolution and the respective
percentages are announced at the meeting and via announcements on SGXNET and ASX Online made
on the same day.
Provision 11.2 The company tables separate resolutions at general meetings of shareholders on each substantially
separate issue unless the issues are interdependent and linked so as to form one significant proposal. Where the resolutions
are ‘bundled’, the company explains the reasons and material implications in the notice of meeting.
Resolutions are, as far as possible, structured separately and may be voted on independently.
Provision 11.3 All directors attend general meetings of shareholders, and the external auditors are also present to address
shareholders’ queries about the conduct of audit and the preparation and content of the auditors’ report. Directors’
attendance at such meetings held during the financial year is disclosed in the company’s annual report.
The Directors and the external auditors are available at the AGM to answer shareholders’ queries. In FY2021, all Directors
and the external auditor attended the AGM.
Provision 11.4 The company’s Constitution (or other constitutive documents) allow for absentia voting at general meetings
of shareholders.
The Group fully supports the Code’s principle to encourage shareholders’ participation in and vote at all the general
meetings. The Company’s Constitution allows the appointment of not more than two proxies by shareholders to
attend the AGM and vote on his/her/their behalf. Shareholders who hold shares through nominees are allowed,
upon prior request through their nominees, to attend the general meetings as proxies without being constrained
by the two-proxy requirement.
The Company, however, has not implemented measures to allow shareholders who are unable to vote in person at
the Company’s AGM the option to vote in absentia, such as via mail, electronic mail or facsimile transactions as the
authentication of shareholder indemnity information and other related security issues remain a concern. The Company will
review its Constitution from time to time. Where amendment to its Constitution is required to align the relevant provisions
with the requirements of the Listing Manual of the SGX-ST and the Listing Rules of the ASX, shareholders’ approval will
be obtained.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Report on
Corporate Governance
30 JUNE 2021
Board Matters (continued)
Shareholders Rights and Conduct of General Meetings (continued)
Principle 11 (continued)
Provision 11.5 The company publishes minutes of general meetings of shareholders on its corporate website as soon as
practicable. The minutes record substantial and relevant comments or queries from shareholders relating to the agenda of
the general meeting, and responses from the Board and Management.
The Company Secretaries prepare minutes of general meetings that include substantial and relevant comments or queries
from shareholders relating to the agenda of the meetings and responses from the Board and the senior management, and
make these minutes available to shareholders at the registered office of the Company at
80 Robinson Road #02-00, Singapore 068898 during normal business hours upon written request.
For all future meetings, minutes will be published on the Company’s corporate website within 30 days of the date of
the meeting.
Provision 11.6 The company has a dividend policy and communicates it to shareholders.
Civmec Limited is committed to providing excellent returns to its shareholders through a combination of longer term capital
growth and regular dividend payments. The Board considers a range of factors in determining the dividend payable in
any year, including the business environment, balance sheet, working capital requirements of the business and potential
investment opportunities. The form, frequency and amount of dividends declared each year will take into consideration
the Group’s profit growth, cash position, positive cash flow generated from operations, projected capital requirements
for business growth and other factors as the Board may deem appropriate. Any payouts are clearly communicated to
shareholders in public announcements and via announcements on SGXNET and ASX Online when the Company discloses
its financial results.
The Company’s dividend policy is published on the Company’s corporate website at www.civmec.com.au
The Company has proposed a tax exempt (foreign source) First and Final Dividend of A$0.01 per ordinary share for the
financial year ended 30 June 2021, payment of which is subject to shareholders’ approval at the forthcoming AGM.
This dividend is fully franked for Australian tax resident shareholders.
Engagement with Shareholders
Principle 12: The company communicates regularly with its shareholders and facilitates the participation of shareholders
during general meetings and other dialogues to allow shareholders to communicate their views on various matters affecting
the company.
Provision 12.1 The company provides avenues for communication between the Board and all shareholders and discloses
in its annual report the steps taken to solicit and understand the views of shareholders.
The Board is mindful of its obligations to furnish timely information to its shareholders, the public and regulators and to
ensure full disclosure of material information to its shareholders in compliance with the statutory requirements and the
SGX-ST Listing Manual and ASX Listing Rules.
In this respect the Board is responsible for the release of half yearly and full year results, price sensitive information,
the annual report and other material corporate developments in a timely manner and within the legally-prescribed period.
The Company does not practise selective disclosure. In line with continuous disclosure obligations of the Company pursuant
to the SGX-ST Listing Manual, the Companies Act of Singapore and the ASX Listing Rules, it is the Board’s policy that all
the shareholders should be equally informed, on a timely basis via SGXNET and ASX Online, of all major developments that
will or expect to have an impact on the Company or the Group. The Company also updates shareholders of its corporate
developments and Continuous Disclosure Policy through its corporate website at
www.civmec.com.au
In addition, all price sensitive information was publicly released either before the Company met with any of the Company’s
investors or analysts or simultaneously with such meetings. Financial results and other corporate announcements of the
Company are disseminated through announcements via SGXNET and ASX Online.
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Corporate Governance
30 JUNE 2021
Board Matters (continued)
Engagement with Shareholders (continued)
Principle 12 (continued)
Provision 12.2 The company has in place an investor relations policy which allows for an ongoing exchange of views so as
to actively engage and promote regular, effective and fair communication with shareholders.
The Company has in place an investor relations policy which sets out the principles and practices that the Company applies
in order to provide shareholders and prospective investors with information necessary to make well informed investment
decisions and to ensure a level playing field.
In addition, the Group has in-house professionals that support the Company to promote relations with, and act as liaison for,
institutional investors and public shareholders.
Provision 12.3 The company’s investor relations policy sets out the mechanism through which shareholders may contact
the company with questions and through which the company may respond to such questions.
Relevant contact information through which shareholders may contact the Company are published on its corporate website
at www.civmec.com.au/investors-media/shareholder-services.
Principle 13: The Board adopts an inclusive approach by considering and balancing the needs and interests of material
stakeholders, as part of its overall responsibility to ensure that the best interests of the company are served.
Provision 13.1 The company has arrangements in place to identify and engage with its material stakeholder groups and to
manage its relationships with such groups.
Provision 13.2: The company discloses in its annual report its strategy and key areas of focus in relation to the management
of stakeholder relationships during the reporting period.
Provision 13.3 The company maintains a current corporate website to communicate and engage with stakeholders.
The Company engages its stakeholders through different channels to establish, address and monitor the material
environmental, social and governance (ESG) factors of the Company’s operations and its impact on the various
stakeholders. Such stakeholders include employees, community, government, regulators, shareholders and investors.
The Company engages stakeholders through the various channels that are already in place, to better understand its
stakeholders’ concerns, and address any issues that they may face. Engagement channels and frequencies are reviewed
periodically to ensure that they are sufficient to deal with current identified stakeholders’ ESG-related issues.
The Company is committed to enhance and improve the current engagement initiatives, while staying abreast of new trends
or developments that may affect the sustainability standing of the Company, and eventually devise corresponding measures
to resolve the new ESG issues.
The Company’s website can be found at www.civmec.com.au and includes a tab labelled ‘Investors’ which provides
investors with all the information they may require.
Other Governance Practices
Material Contracts
There were no material contracts of the Company and its subsidiaries, including loans, involving the interests of any Director,
the CEO or the controlling shareholders either still subsisting at the end of FY2021.
Interested Person Transactions
The Company has established procedures to ensure that all transactions with interested persons are reported in a timely
manner to the AC and these interested persons’ transactions are conducted on an arm’s length basis and are not prejudicial
to the interests of the shareholders. There were no material interested person transactions for FY2021.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Civmec Limited (the “Company”) and its subsidiaries (the
“Group”), which comprise the consolidated statement of financial position of the Group and the statement of
financial position of the Company as at 30 June 2021, and the consolidated income statement, consolidated
statement of comprehensive income, consolidated statement of changes in equity and consolidated statement
of cash flows of the Group for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies.
In our opinion, the accompanying consolidated financial statements of the Group and the statement of financial
position of the Company are properly drawn up in accordance with the provisions of the Companies Act,
Chapter 50 (the “Act”) and Singapore Financial Reporting Standards (International) (“SFRS(I)s”) so as to give
a true and fair view of the consolidated financial position of the Group and the financial position of the
Company as at 30 June 2021 and of the consolidated financial performance, consolidated changes in equity
and consolidated cash flows of the Group for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with Singapore Standards on Auditing (“SSAs”). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the Accounting and
Corporate Regulatory Authority (“ACRA”) Code of Professional Conduct and Ethics for Public Accountants
and Accounting Entities (“ACRA Code”) together with the ethical requirements that are relevant to our audit
of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial statements of the current period. These matters were addressed in the context of our audit of
the financials as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How our audit addressed the key audit matter
Accounting for construction contracts
Our response
We refer to Note 3(a)(ii), 3(a)(iii) and 3(b)(i)
under “Critical Accounting Judgements and Key
Sources of Estimation Uncertainty”, Note 4 and
Note 33 to the financial statements.
During the financial year ended 30 June 2021,
revenue from construction contracts amounted to
A$620.0 million which represented 92.0% of the
total revenue of the Group.
Contract revenue comprises the initial amount
agreed in the contract and variations in the
contract as constrained to the extent that it is
highly probable that a significant reversal in the
amount of cumulative revenue recognised will
not occur when the uncertainty associated with
the variable consideration
is subsequently
removed.
The amount of revenue recognised is based on
the Group’s progress towards completion of the
construction contract, determined based on the
proportion of construction costs incurred to date
to the estimated total contract costs (“input
method”). The Group uses the input method to
measure project progress and recognises contract
revenue in accordance with SFRS(I) 15 Revenue
from Contracts with Customers.
• We performed procedures to understand the projects
through discussions with management and examination
of key project documents including contracts and
correspondences with customers on delays and extension
of time. We evaluated the relevant key controls put in
place by the management over the construction contract
revenue and costs recognition on construction contracts.
In relation to the contract revenue for projects, on a
sample basis, we have:
o Traced the contract sums to the contracts and
variation orders entered into by the Group and its
customers.
•
o Challenged the appropriateness of the Group’s
judgement on the variations and claims included in
the construction contract
the computation of
relevant customer
revenue via
correspondence,
consultant
correspondence and inspecting key clauses in the
contracts and variation orders.
legal/specialist
scrutiny of
and
specialist
o Held discussions with senior operational and
financial management, as well as the Group’s legal
advisors
consultants where
appropriate, to evaluate management’s assessment
that it is highly probable that a significant reversal
in the amount of cumulative revenue recognised
will not occur when the uncertainty associated with
the variable consideration is subsequently removed.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the key audit matter
Accounting for construction contracts
(continued)
Our response (continued)
Estimates of revenues, costs or the extent of
progress toward completion are revised if
circumstances change. Any resulting increases
or decreases in estimated revenues or costs are
reflected in profit or loss in the period in which
the circumstances that give rise to the revision
become known by management.
•
The determination of estimated contract revenue,
total contract costs and costs to complete require
significant judgement which may impact on the
amounts of construction contract revenue and
profits recognised during the year, including the
provision for onerous contracts. We have
therefore, identified this as a key audit matter.
o Assessed the adequacy of the provision for onerous
contracts based on our understanding of the projects.
This includes reviewing management’s assessment
of provision for onerous contracts by focusing on
projects with low or negative margins. We have also
held discussions with senior operational and
financial management, where appropriate on these
projects.
In relation to total contract costs, on a sample basis, we
have:
o Tested costs incurred to date and agreed these to
supporting documentation.
o Evaluated the appropriateness of inputs, amongst
others, materials, subcontractor and labour costs
used by management in their estimation of the total
cost to complete the contract or project, and obtained
supporting documentation on the major inputs.
o We examined key project documentation and
discussed the progress of the significant projects
with
the Group’s key project personnel and
management for significant events that could impact
the estimated total contract costs and stage of
completion.
• We have recomputed the percentage of completion based
on actual cumulative contract costs incurred to date to the
total estimated contract costs for individually significant
projects.
• We checked the arithmetic accuracy of the revenue and
profit recognised based on the percentage of completion
computation for individually significant projects and
traced the revenue for the current year based on the
measurement of progress to the accounting records.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the key audit matter
Accounting for construction contracts
(continued)
Our response (continued)
• We have also assessed the adequacy of the disclosures of
the key accounting estimates and the sensitivity of the
inputs to the estimates and found the disclosures in the
financial statements to be appropriate.
Our audit findings:
We are satisfied that the judgements applied by management
in accounting for construction contracts are reasonable.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the key audit matter
Recoverability of trade and other receivables
and contract assets
Our response
We refer
to Note 3(a)(i) under “Critical
Accounting Judgements and Key Sources of
Estimation Uncertainty”, Note 4(b), Note 11 and
Note 32(a) to the financial statements.
• We obtained an understanding of the Group credit policy
and evaluated the processes for identifying impairment
indicators.
• We have reviewed and tested the ageing of trade and other
The carrying amount of
trade and other
receivables and contract assets of the Group was
A$87.5 million and A$82.6 million as at 30 June
2021 respectively. We focused on this area
because of its significance and the degree of
judgement required in determining the carrying
amount of trade and other receivables as at the
reporting date.
In accordance with SFRS(I) 9 Financial
Instruments, the Group assesses periodically and
at each financial year end, the expected credit
loss associated with its receivables. When there
is expected credit loss impairment, the amount
and timing of future cash flows are estimated
based on historical, current and forward-looking
loss experience for assets with similar credit risk
characteristics.
receivables.
• We have reviewed management’s assessment on the
credit worthiness of selected customers.
• We have also assessed current ongoing negotiations and
settlements of
to
modifications, to identify if the collectability of contract
consideration is highly probable.
significant
contracts
subject
• We further discussed with the key management and the
component auditors on the adequacy of the allowance for
impairment recorded by the Group and reviewed the
supporting documents provided by management in
relation to their assessment.
• We have also reviewed the adequacy and appropriateness
of the impairment charge based on the available
information.
Our audit findings:
Based on our audit procedures, we found management’s
assessment of the recoverability of trade and other receivables
and contract assets to be reasonable and the disclosures to be
appropriate.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Key Audit Matters (continued)
Key Audit Matter
How our audit addressed the key audit matter
Valuation of property, plant and equipment
Our response
We refer to Note 3(a)(vi), Note 14 and Note 26
to the financial statements.
The carrying amount of property, plant and
equipment of the Group was A$412.0 million as
at 30 June 2021, of which the fair value of the
freehold land and buildings had been assessed as
having a fair value of A$325.2 million.
The valuation of property, plant and equipment
is significant to our audit due to the use of
various valuation techniques which involve
significant judgements and critical estimates.
The key assumptions used in the fair valuation
are also disclosed in Note 14 to the financial
statements.
Management relied on independent external
valuations for the fair valuation of its freehold
land and buildings.
• We
assessed
and
independence of the professional valuer engaged by the
Group.
competence,
capabilities
the
• We discussed and considered the reasonableness of the
valuation methodologies used, as well as reviewed the
key assumptions and inputs used with the professional
valuer in determining the valuation of each property.
• We assessed the reasonableness of the market value of
properties by benchmarking them against those of
comparable properties when there are comparable market
sales evidence.
• We evaluated the reasonableness of the key data and
assumptions used in the Depreciated Replacement Cost
approach by the valuer when there are no comparable
market sales evidence.
• We also assessed the appropriateness of the disclosures
relating to the valuation techniques and key inputs applied
by the professional valuer.
Our audit findings:
The external valuer is a member of a recognised body for
the valuation
professional valuers. We
the key
methodologies used
assumptions used were within the range of market data.
to be appropriate and
found
that
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Other Information
Management is responsible for the other information. The other information comprises the Annual Report, but
does not include the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Directors for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the provisions of the Act and SFRS(I)s, and for devising and maintaining a system of internal
accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from
unauthorised use or disposition; and transactions are properly authorised and that they are recorded as
necessary to permit the preparation of true and fair financial statements and to maintain accountability of
assets.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The directors’ responsibilities include overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Independent Auditor’s Report
to the Members of Civmec Limited
(INCORPORATED IN SINGAPORE)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
CIVMEC LIMITED
(Incorporated in Singapore)
Auditor’s Responsibilities for the Audit of the Financial Statements (continued)
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial statements of the current year and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those
subsidiaries incorporated in Singapore of which we are the auditor have been properly kept in accordance with
the provisions of the Act.
The engagement partner on the audit resulting in this independent auditor’s report is Christopher Bruce
Johnson.
Moore Stephens LLP
Public Accountants and
Chartered Accountants
Singapore
26 August 2021
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Consolidated
Income Statement
FOR THE YEAR ENDED 30 JUNE 2021
Revenue
Cost of sales
Gross profit
Other income
Share of (loss)/profit of joint venture
Administrative expenses
Other expenses
Finance costs
Profit before tax
Income tax expense
Profit for the year
Profit attributable to:
Owners of the Company
Non-controlling interest
Group
Note
4(a)
2021
A$’000
674,186
2020
A$’000
391,868
(599,148)
(347,217)
5
17
8
9
75,038
2,572
(97)
(18,987)
(1,848)
(6,481)
50,197
(15,569)
34,628
34,771
(143)
34,628
44,651
1,951
201
(16,953)
(4,532)
(2,552)
22,766
(5,217)
17,549
17,586
(37)
17,549
Earnings per share attributable to equity holders of the Company:
Basic
Diluted
Cents per share
Cents per share
10
10
6.94
6.94
3.51
3.51
94
95
95
The accompanying notes form an integral part of the financial statements.
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Consolidated Statement
of Comprehensive Income
For The Year Ended 30 June 2021
(INCORPORATED IN SINGAPORE)
Profit for the year
Other comprehensive income:
Item that will not be reclassified subsequently to profit or loss
Net gain on revaluation of freehold land and buildings
Total comprehensive income for the year
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interest
Note
Group
2021
A$’000
34,628
1,871
36,499
36,642
(143)
36,499
2020
A$’000
17,549
78,487
96,036
96,073
(37)
96,036
The accompanying notes form an integral part of the financial statements.
9696
97
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Statements of
Financial Position
AS AT 30 JUNE 2021
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Other current assets
Non-current assets
Investment in subsidiaries
Investment in joint venture
Loan receivables
Property, plant and equipment
Intangible assets
Deferred tax assets
TOTAL ASSETS
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables
Contract liabilities
Lease liabilities
Borrowings
Income tax payable
Provisions
Non-current liabilities
Lease liabilities
Borrowings
Provisions
Deferred tax liabilities
TOTAL LIABILITIES
Group
Company
Note
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
13
11
48,172
87,488
4(b)
82,642
12
1,903
27,712
74,523
95,118
2,051
28
19
50,481
39,682
-
-
-
-
220,205
199,404
50,509
39,701
16
17
11
14
15
9
23
21
9
22
23
21
22
9
-
57
-
-
242
493
412,030
397,804
10
4,637
416,734
636,939
10,385
-
14,978
8,950
20
87,413
4(b)
80,138
10
2,408
400,957
600,361
91,075
83,266
10,722
2,387
2,862
6,103
44,372
60,000
4,429
34,406
143,207
345,071
43,339
60,000
3,352
34,182
140,873
337,288
7,579
7,579
-
-
-
-
260
7,839
58,348
-
-
-
-
22
7,601
47,302
192
168
-
-
-
17,835
-
-
-
-
-
-
-
-
-
2,840
-
3,008
-
-
-
-
-
18,027
3,008
201,864
196,415
18,027
96
97
97
The accompanying notes form an integral part of the financial statements.
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Statements of
Financial Position (continued)
AS AT 30 JUNE 2021
Capital and Reserves
Share capital
Treasury shares
Asset revaluation reserve
Other reserves
Retained earnings
Total equity attributable to the
Owners of the Company
Non-controlling interest
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY
Note
24(a)
24(b)
26
27
Group
Company
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
29,807
29,807
29,807
29,807
(10)
(10)
80,358
10,135
171,836
292,126
78,487
7,818
147,086
263,188
(258)
(115)
291,868
636,939
263,073
600,361
(10)
-
6,523
4,001
40,321
-
40,321
58,348
(10)
-
4,483
10,014
44,294
-
44,294
47,302
The accompanying notes form an integral part of the financial statements.
9898
99
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 1
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C
100100
101
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Consolidated Statement
of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2021
Cash Flows from Operating Activities
Profit before income tax
Adjustments for:
Depreciation of property, plant and equipment
(Gain)/loss on disposal of property, plant and equipment
Share of loss/(profit) of a joint venture
Impairment loss on loan to an associate
Impairment loss on trade receivables
Bad debts written off
Loss on revaluation of freehold land and buildings
Finance cost
Interest income
Foreign exchange differences
Share based payment
Operating cash flow before working capital changes
Changes in working capital:
Increase in trade and other receivables
Decrease in contract assets
Decrease/(increase) in other current assets
(Decrease)/increase in trade and other payables
(Decrease)/increase in contract liabilities
Increase/(decrease) in provisions
Cash generated from operations
Interest received
Finance cost paid
Income tax refund
Income tax paid
Net cash generated from operating activities
Group
Note
2021
A$’000
2020
A$’000
14
5,6
17
6,11
6,11
6
14
6,8
5
50,197
22,766
14,174
10,464
(404)
97
200
-
1,646
-
9,399
(230)
(55)
2,040
77,064
(14,613)
12,475
148
(3,003)
(3,128)
3,924
72,867
31
(8,391)
-
(6,244)
58,263
197
(201)
1,767
911
-
1,611
5,304
(229)
(117)
-
42,473
(13,748)
22,323
(987)
31,445
13,933
(737)
94,702
176
(4,299)
8,006
(3,384)
95,201
100
101
101
The accompanying notes form an integral part of the financial statements.
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Consolidated Statement
of Cash Flows (continued)
FOR THE YEAR ENDED 30 JUNE 2021
Note
2021
A$’000
2020
A$’000
Group
Cash Flows from Investing Activities
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
Repayment of loan to an associate
Repayment of loan/(advances to a joint venture)
Cash distribution from joint venture
Net cash used in investing activities
Cash Flows from Financing Activities
Proceeds from borrowings
Repayment of borrowings
Repayment of principal lease liability
Dividends paid
Net cash used in financing activities
14
11
24(a)
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
13
632
(21,616)
-
493
88
90
(70,039)
90
(490)
65
(20,403)
(70,284)
20,000
(20,334)
(7,045)
(10,021)
(17,400)
20,460
27,712
48,172
114,709
(142,844)
(6,003)
(3,729)
(37,867)
(12,950)
40,662
27,712
The reconciliation of movements of liabilities to cash flows arising from financing activities is presented below:
Cash flows
Non-cash changes
Opening
A$’000
Proceeds
A$’000
Repayment
A$’000
Reclassification
A$’000
Addition
A$’000
Others
A$’000
Closing
A$’000
2021
Borrowings
Lease liabilities
2020
62,387
54,061
20,000
(20,334)
972
(7,045)
Borrowings
98,016
114,709
(142,844)
Lease liabilities
49,377
-
(6,003)
(1,776)
1,776
(7,543)
7,543
-
3,368
-
3,144
(277)
1,625
60,000
54,757
49
-
62,387
54,061
The accompanying notes form an integral part of the financial statements.
102102
103
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. General Information
Civmec Limited (the ‘Company’) was incorporated in the Republic of Singapore on 3 June 2010 under the Singapore
Companies Act, Chapter 50 (the ‘Act’) as an investment holding company for the purpose of acquiring the subsidiary
companies pursuant to the Restructuring Exercise. On 29 March 2012 the company changed its name to Civmec
Limited. The Company was listed on the Singapore Exchange Securities Ltd (‘SGX-ST’) since 13 April 2012. On 22
June 2019, the Company was listed on the Australian Securities Exchange (‘ASX’). The Company is now holding dual
listing status. The Company has provided an option for shareholders to convert
their shares with SGX-ST for shares with ASX, at the ratio of 1:1.
The registered office of the Company is at 80 Robinson Road #02-00, Singapore 068898 and the principal place of
business is at 16 Nautical Drive, Henderson, WA 6166 Australia.
The principal activity of the Company is that of an investment holding company. The principal activities of its
subsidiaries, joint ventures, associate, and joint operations are set out in Notes 16, 17, 18 and 19 respectively.
The financial statements for the financial year ended 30 June 2021 were approved and authorised for issue on the date
of the statement by the board of directors in accordance with a resolution of the directors on the date of the Directors’
Statement.
2. Significant Accounting Policies
(a) Basis of Preparation
The financial statements have been prepared in accordance with the provisions of the Singapore Companies Act,
Chapter 50 and Singapore Financial Reporting Standards (International) (‘SFRS(I)’) under the historical cost convention,
except for the revaluation on freehold land and buildings.
The preparation of financial statements in conformity with SFRS(I) requires management to exercise its judgement in
the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates
and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements are disclosed in Note 3.
The Group has adopted the new or amended SFRS(I) and SFRS(I) Interpretations (‘SFRS(I) INTs’) that are mandatory for
application for the financial year. The details are disclosed in Note 34 to the financial statements.
(b) Basis of Consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to the Group. They are deconsolidated from the date that control ceases.
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee when
the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The
Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an
investee are sufficient to give power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other
vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual agreements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the current
ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at
previous shareholders’ meetings.
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2. Significant Accounting Policies (continued)
(b) Basis of Consolidation (continued)
(i) Subsidiaries (continued)
The Group applies the acquisition method to account for business combinations. The consideration transferred for
the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of
the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair
value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net
assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held
equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from
such re-measurement are recognised in profit or loss. Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration
that is deemed to be an asset or liability are recognised in accordance with SFRS(I) 9 either in profit or loss or as a
change to other comprehensive income. Contingent consideration that is classified as equity is not re-measured, and its
subsequent settlement is accounted for within equity.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets
acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognised and
previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a
bargain purchase, the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated.
Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to
conform with the Group’s accounting policies.
Change in ownership interests in subsidiaries without change of control
Transactions with non-controlling interests that do not result in loss of control are accounted for as equity transactions
– that is, as transactions with the owners in their capacity as owners. The difference between fair value of any
consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in
equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
Disposal of subsidiaries
When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date
when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial
asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are
accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to profit or loss.
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2. Significant Accounting Policies (continued)
(b) Basis of Consolidation (continued)
(ii) Joint Arrangements
A joint arrangement is a contractual arrangement whereby two or more parties have joint control. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities
require the unanimous consent of the parties sharing control.
A joint arrangement is classified either as joint operation or joint venture, based on the rights and obligations of the
parties to the arrangement.
To the extent the joint arrangement provides the Group with rights to the net assets of the arrangement, the
arrangement is a joint venture.
The Group reassesses whether the type of joint arrangement in which it is involved has changed when facts and
circumstances change.
Joint venture
The Group recognises its interest in a joint venture as an investment and accounts for the investment using the
equity method.
Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or
decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition.
Joint operations
The Group’s joint operations are joint arrangements whereby the parties (the joint operators) that have joint control of
the arrangement have rights to the assets, and obligations to the liabilities, relating to the arrangement.
The Group recognises, in relation to its interest in the joint operation:
•
•
•
•
•
its assets, including its share of any assets held jointly;
its liabilities, including its share of any liabilities incurred jointly;
its revenue from the sale of its share of the output arising from the joint operation;
its share of the revenue from the sale of the output by the joint operation; and
its expenses, including its share of any expenses incurred jointly.
When the Group sells or contributes assets to a joint operation, the Group recognises gains or losses on the sale or
contribution of assets that are attributable to the interest of the other joint operations. The Group recognises the full
amount of any loss when the sale or contribution of assets provides evidence of a reduction in the net realisable value,
or an impairment loss, of those assets.
When the Group purchases assets from a joint operation, it does not recognise its share of the gains and losses until
it resells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss
provides evidence of a reduction in the net realisable value of the assets to be purchased or and impairment loss.
The accounting policies of the assets, liabilities, revenues and expenses relating to the Group’s interest in a joint
operation have been changed where necessary to ensure consistency with the accounting policies adopted by the
Group.
(c) Investment in Subsidiary Companies
Investments in subsidiary companies are carried at cost less accumulated impairment losses in the statement of
financial position of the Company.
On disposal of investments in subsidiaries, the difference between the net disposal proceeds and the carrying
amount of the investments are recognised in the profit or loss.
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2. Significant Accounting Policies (continued)
(d) Investment in Associate
The Group recognises its interest in an associate as an investment and accounts for the investment using the
equity method.
Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or
decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition.
If the Group’s share of losses of an associate equals or exceeds its interest in the associate, the Group
discontinues recognising its share of further losses. If the associate subsequently reports profits, the Group
resumes recognising its share of those profits only after its share of the profits equals the share of losses not
recognised.
(e) Revenue Recognition
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for
transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
Revenue is recognised when the Group satisfies a performance obligation by transferring a promised good or
service to the customer, which is when the customer obtains control of the good or service. A performance
obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount
allocated to the satisfied performance obligation.
Construction Contract revenue
The Group provides engineering and construction services to customers through contracts. Contract revenue is
recognised when the Group’s performance creates or enhances an asset that the customer controls as the asset is
created or enhanced.
For these contracts, revenue is recognised over time by reference to the Group’s progress towards the completion
of the contract. The measure of progress is determined based on the proportion of contract costs incurred to date
to the estimated total contract costs (‘input method’). Costs incurred that are not related to the contract or that do
not contribute towards satisfying a performance obligation (‘PO’) are excluded from the measurement of progress
and instead are expensed as incurred.
In some circumstances, such as in the early stages of a contract where the Group may not be able to reasonably
measure its progress but expects to recover the contract costs incurred, contract revenue is recognised only to the
extent of the contract costs incurred until such time when the Group can reasonably measure its progress.
Contract modifications that do not add distinct goods or services are accounted for as a continuation of the
original contract and the change is recognised as a cumulative adjustment to revenue at the date of modification.
The amount of revenue recognised is based on the estimated transaction price, which comprises the contractual
price, adjusted for expected returns. Estimates of revenues, costs or extent of progress toward completion are
revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected
in the profit or loss in the period in which the circumstances that give rise to the revision become known by
management and included in the transaction only to the extent that is highly probable that a significant reversal in
the amount of cumulative revenue recognised will not occur.
Estimates of revenues, costs or the extent of progress toward completion are revised if circumstances change. Any
resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which
the circumstances that give rise to the revision become known by management.
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2. Significant Accounting Policies (continued)
(e) Revenue Recognition (continued)
Construction Contract revenue (continued)
At the end of each reporting date, the Group updates its assessment of the estimated transaction price, including
its assessment of whether an estimate of variable consideration is constrained. The corresponding amounts are
adjusted against revenue in the period in which the transaction price changes.
The period between the transfer of the promised services and customer payment may exceed one year. For such
contracts, there is no significant financing component present as the payment terms are an industry practice to
protect the customers from the performing entity’s failure to adequately complete some or all of its obligations
under the contract. As a consequence, the Group does not adjust any of the transaction prices for the time value
of money.
The customer is invoiced on a milestone payment schedule. If the value of the goods transferred by the Group
exceeds the payments, a contract asset is recognised. If the payments exceed the value of the goods transferred,
a contract liability is recognised.
For costs incurred in fulfilling the contract which is within the scope of another SFRS(I) (e.g. Inventories), these
have been accounted for in accordance with those other SFRS(I). If these are not within the scope of another
SFRS(I), the Group will capitalise these as contract cost assets only if (a) these costs relate directly to a contract or
an anticipated contract which the Group can specifically identify; (b) these costs generate or enhance resources of
the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (c)
these costs are expected to be recovered. Otherwise, such costs are recognised as an expense immediately.
Sale of goods and services
Revenue from the sale of goods and services in the ordinary course of business are recognised when the Group
satisfies a PO by transferring control of a promised good or service to the customer. The amount of revenue
recognised is the amount of the transaction price allocated to the satisfied PO.
The transaction price is allocated to each PO in the contract on the basis of the relative stand-alone selling
prices of the promised goods or services. The individual standalone selling price of a good or service that has
not previously been sold on a stand-alone basis, or has a highly variable selling price, is determined based on
the residual portion of the transaction price after allocating the transaction price to goods and/or services with
observable stand-alone selling prices. A discount or variable consideration is allocated to one or more, but not all,
of the performance obligations if it relates specifically to those performance obligations.
The transaction price is the amount of consideration in the contract to which the Group expects to be entitled in
exchange for transferring the promised goods or services. The transaction price may be fixed or variable and is
adjusted for the time value of money if the contract includes a significant financing component. The consideration
payable to a customer is deducted from the transaction price if the Group does not receive a separate identifiable
benefit from the customer. When consideration is variable, the estimated amount is included in the transaction
price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when
the uncertainty associated with the variable consideration is subsequently resolved.
Revenue may be recognised at a point in time or over time following the timing of satisfaction of the PO. If a PO is
satisfied over time, revenue is recognised based on the percentage of completion reflecting the progress towards
complete satisfaction of that PO.
The Group considers certain services to be a distinct service as it is both regularly supplied by the Group to other
customers on a stand-alone basis and is available for customers from other providers in the market. A portion of
the transaction price is therefore allocated to the maintenance services based on the stand-alone selling price of
those services. Discounts are not considered as they are only given in rare circumstances and are never material.
Revenue from the maintenance services is recognised over time. The transaction price allocated to these services
is recognised as a contract liability at the time of the initial sales transaction and is released on a straight-line basis
over the period of service.
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2. Significant Accounting Policies (continued)
(f) Government Grants
Government grants are recognised when there is reasonable assurance that the grant will be received and all
attached conditions will be complied with. As the grant relates to R&D expenditure already incurred it is recognised
in the income statement in the period it became receivable.
(g) Contract Assets and Contract Liabilities
A contract asset is recognised when the Group recognises revenue as set out in Note 2(e) before being
unconditionally entitled to the consideration under the payment terms set out in the contract. Contract assets are
assessed for expected credit losses (‘ECLs’) in accordance with the policy set out in Note 2(j) and are reclassified
to receivables when the right to the consideration has become unconditional.
A contract liability is recognised when the customer pays consideration before the Group recognises the related
revenue as set out in Note 2(e). A contract liability would also be recognised if the Group has an unconditional
right to receive consideration before the Group recognises the related revenue. In such cases, a corresponding
receivable would also be recognised.
For a single contract with the customer, either a net contract asset or a net contract liability is presented.
For multiple contracts, contract assets and contract liabilities of unrelated contracts are not presented on
a net basis.
(h) Income Tax
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current income tax is recognised at the amount expected to be paid to or recovered from the tax authorities, using
the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date.
Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from
the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and
affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred tax liabilities are recognised on all temporary differences except for taxable temporary differences
associated with investments in subsidiaries and joint venture, where the Group is able to control the timing of
the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits
and unused tax losses, to the extent that it is probable that future taxable profit will be available against which
the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can
be utilised except where the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss. In respect of deductible temporary
differences associated with investments in subsidiaries and interest in joint venture, deferred tax assets are
recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future
and taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities are measured:
(i) at the tax rates that are expected to apply when the related deferred tax asset is realised or the deferred
income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted
by the balance sheet date; and
(ii) based on the tax consequence that would follow from the manner in which the Group expects, at the balance
sheet date, to recover or settle the carrying amounts of its assets and liabilities.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred
tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and
are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset
to be recovered.
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2. Significant Accounting Policies (continued)
(h) Income Tax (continued)
Current income taxes are recognised in profit and loss except to the extent that the tax relates to items recognised
outside profit or loss, either in other comprehensive income or directly in equity. Management periodically
evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate.
Deferred tax relating to items recognised outside profit and loss is recognised outside profit and loss. Deferred tax
items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in
equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
• Where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority,
in which case the sale tax is recognised as part of the cost of acquisition of the asset or as part of the
expense item as applicable; and
• Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from or payable to, the taxation authority is included as part of receivables
or payables in the statements of financial position.
(i) Foreign Currency Translation
Functional and presentation currency
The financial statements of each entity in the Group are measured using the currency that best reflects the
economic substance of the underlying events and circumstances relevant to each entity (the ‘functional currency’).
The financial statements are presented in Australian Dollars (‘A$’), which is the functional currency of the Company.
Prior to 1 July 2019, the financial statements were presented in Singapore Dollars (‘S$’). With effect from
1 July 2019, the Group changed its presentation currency from S$ to A$. The Group largely operates within
Australia where virtually all its income is derived. Following the Group’s listing on the Australian Securities
Exchange on 22 June 2019, the change will help to provide a clearer understanding of the Group’s financial results
and improve comparability of the Group’s performance.
The effect of the change of presentation currency was applied retrospectively using the following procedures:
• Assets and liabilities of all corresponding figures presented (including opening balances from the beginning of
earliest prior period presented) were translated at the closing rates of respective year end;
•
Income and expenses for all corresponding figures presented were translated at the average exchange rate for
the financial year approximating the exchange rates at the dates of transactions; and
• All resulting exchange differences were recognised in other comprehensive income.
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2. Significant Accounting Policies (continued)
(i) Foreign Currency Translation (continued)
Transactions and balances
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency (‘foreign currencies’) are recognised at the rates of exchange prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at that date.
Currency translation differences resulting from the settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are
recognised in profit or loss, unless they arise from borrowings in foreign currencies and other currency instruments
designated and qualifying as net investment hedges and net investment in foreign operations. Those currency
translation differences are recognised in the currency translation reserve in the consolidated financial statements
and transferred to profit or loss as part of the gain or loss on disposal of the foreign operation.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Group companies
The consolidated results and financial position of foreign operations whose functional currency is different from the
Group’s presentation currency are translated into the presentation currency as follows:
• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the
date of that statement;
•
Income or expense for each statements presenting profit or loss and other comprehensive income (i.e.
including comparatives) are translated at exchange rates at the dates of the transactions; and
• All resulting currency translation differences are recognised in other comprehensive income and accumulated
in the currency translation reserve.
Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign
currency translation reserve in the statement of financial position. These differences are recognised in other
comprehensive income in the period in which they are incurred.
On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a
disposal involving loss of control over a subsidiary that includes a foreign operation or loss of joint control over
a jointly controlled entity that includes a foreign operation), all of the accumulated exchange differences in
respect of that operation attributable to the Group are reclassified to profit or loss. Any exchange differences
that have previously been attributed to non-controlling interests are derecognised, but they are not reclassified to
profit or loss.
(j) Financial Assets
Classification and measurement
The Group classifies its financial assets in the following measurement categories:
• Amortised cost;
• Fair value through other comprehensive income (‘FVOCI’); and
• Fair value through profit or loss (‘FVPL’).
The classification depends on the Group’s business model for managing the financial assets as well as the
contractual terms of the cash flows of the financial asset.
Financial assets with embedded derivatives, if any, are considered in their entirety when determining whether their
cash flows are solely payment of principal and interest.
The Group reclassifies debt instruments when and only when its business model for managing those
assets changes.
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2. Significant Accounting Policies (continued)
(j) Financial Assets (continued)
Initial recognition
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.
Subsequent measurement
Debt instruments mainly comprise cash and cash equivalents, trade and other receivables and contract assets.
There are three subsequent measurement categories, depending on the Group’s business model for managing the
asset and the cash flow characteristics of the asset:
• Amortised cost: Debt instruments that are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured at amortised cost. A gain or loss on a
debt instrument that is subsequently measured at amortised cost and is not part of a hedging relationship is
recognised in profit or loss when the asset is derecognised or impaired. Interest income from these financial
assets is included in interest income using the effective interest rate method.
• FVOCI: Debt instruments that are held for collection of contractual cash flows and for sale, and where the
assets’ cash flows represent solely payments of principal and interest, are classified as FVOCI. Movements
in fair values are recognised in Other Comprehensive Income (‘OCI’) and accumulated in fair value reserve,
except for the recognition of impairment gains or losses, interest income and foreign exchange gains and
losses, which are recognised in profit and loss. When the financial asset is derecognised, the cumulative
gain or loss previously recognised in OCI is reclassified from equity to profit or loss and presented in
‘other income / other expenses’. Interest income from these financial assets is recognised using the
effective interest rate method and presented in ‘interest income’, if any.
• FVPL: Debt instruments that are held for trading as well as those that do not meet the criteria for classification
as amortised cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognised
in profit or loss in the period in which it arises and presented in ‘other income / other expenses’, if any.
Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade date - the date on which the Group
commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or
have been transferred and the Group has transferred substantially all risks and rewards of ownership.
On disposal of a debt instrument, the difference between the carrying amount and the sale proceeds is recognised
in profit or loss. Any amount previously recognised in other comprehensive income relating to that asset is
reclassified to profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit loss (‘ECL’) associated with its debt financial
assets carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. ECL are probability-weighted estimates of credit losses. Credit losses are
measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in
accordance with the contract and the cash flows that the Group expects to receive). ECL are discounted at the
effective interest rate of the financial asset.
For trade receivables and contract assets, the Group applies the simplified approach permitted by SFRS(I) 9,
which requires expected lifetime losses to be recognised from initial recognition of the receivables.
For other receivables, the Group applies the general approach. For the purpose of impairment assessment for
other receivables, the loss allowance is measured at an amount equal to 12-month ECL, which reflects the low
credit risk of the exposures.
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2. Significant Accounting Policies (continued)
(j) Financial Assets (continued)
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of the financial asset have occurred. At each reporting date, the Group assesses whether
financial assets carried at amortised cost are credit-impaired.
Evidence that a financial asset is credit-impaired includes the observable data about the following events:
• Significant financial difficulty of the borrower or issuer;
• A breach of contract such as a default or past due;
• The lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty,
having granted to the borrower or a concession(s) that the lender(s) would not other consider (e.g. the
restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise);
•
It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
• The disappearance of an active market for a security because of financial difficulties.
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe
financial difficulty and there is no realistic prospect of recovery. Financial assets written off may still be subject to
recovery efforts under the Group’s recovery procedures. Any recoveries made are recognised in profit or loss.
(k) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within
short-term borrowings in current liabilities on the statement of financial position.
(l) Property, Plant and Equipment
(i) Recognition and measurement
Freehold land and buildings
Before 1 July 2019, the Group was using cost model for this class of property. Freehold land and buildings
were stated on the cost basis and are therefore carried at cost less accumulated depreciation and accumulated
impairment losses. The cost includes construction costs and borrowing cost that are eligible to be capitalised.
From 1 July 2019, under the revaluation model, freehold land and buildings are initially recognised at cost. Such
costs, including the construction costs and borrowing costs that are eligible for capitalisation, are subsequently
carried at their revalued amount, being the fair value at the date of revaluation, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses.
Revaluations are performed with sufficient regularity such that the carrying amount do not differ materially from
those that would be determined using fair values at the end of the reporting period.
Freehold land and buildings are revalued by independent professional valuers on triennial basis and whenever
their carrying amounts are likely to differ materially from their revalued amounts. When an asset is revalued, any
accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset.
The net amount is then restated to the revalued amount of the asset.
Increases in carrying amounts arising from revaluation are recognised in other comprehensive income, unless they
offset previous decreases in the carrying amounts of the same asset, in which case, they are recognised in profit
or loss. Decreases in carrying amounts that offset previous increases of the same asset are recognised in other
comprehensive income. All other decreases in carrying amounts are recognised in profit or loss.
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2. Significant Accounting Policies (continued)
(l) Property, Plant and Equipment (continued)
(i) Recognition and measurement (continued)
Other property, plant and equipment
All other items of property are measured at cost less accumulated depreciation and accumulated impairment
losses. In the event the carrying amount of plant and equipment is greater than its estimated recoverable amount,
the carrying amount is written down immediately to its estimated recoverable amount and impairment losses
recognized either in profit or loss or as a revaluation decrease if the impairment losses relate to a revalued asset.
A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 3 for
details of critical judgements of impairment of property, plant and equipment).
The cost of fixed assets constructed within the Group includes the cost of materials, direct labour, borrowing costs
and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. All other repairs and maintenance are charged to profit or loss during the
financial period in which they are incurred.
(ii) Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding
freehold land, is depreciated on a straight-line basis over the asset’s useful life from the time the asset is held
ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease
or the estimated useful lives of the improvements. Assets under construction are not depreciated.
The depreciation rates used for each class of depreciable assets are:
Class of Fixed Assets
Buildings
Plant and equipment
Leasehold land
Leased assets
Small tools
Motor vehicles
Office and IT equipment
Depreciation Rate
2% - 33.33%
3.1% - 33.33%
2.9% - 3.6%
5% - 15%
5% - 33.33%
6.67% - 20%
5% - 33.33%
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each
reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains or
losses are included in profit or loss.
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30 JUNE 2021
2. Significant Accounting Policies (continued)
(m) Impairment of Non-Financial Assets
Non-financial assets are tested for impairment whenever there is any indication that these assets may be impaired.
At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if
any), on an individual asset.
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the
recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount,
the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. The difference
between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not
exceed the carrying amount that would have been determined had no impairment loss been recognised for the
asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or
loss.
(n) Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for
which it is more likely than not that an outflow of economic benefits will result and that outflow can be reliably
measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period. If it is no longer probable that an outflow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted
using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost
(o) Financial Liability and Equity Instruments Issued by the Group
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangement.
Financial liabilities
An entity shall recognise a financial liability on its statement of financial position when, and only when, the entity
becomes a party to the contractual provisions of the instrument.
Financial liability is recognised initially at fair value plus, in the case of a financial liability not at fair value through
profit or loss, transaction costs that are directly attributable to the acquisition or issue.
After initial recognition, financial liabilities are subsequently measured at amortised cost using the effective interest
rate method. Gains and losses are recognised in profit and loss when the liabilities are derecognised, and through
amortisation process.
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2. Significant Accounting Policies (continued)
(o) Financial Liability and Equity Instruments Issued by the Group (continued)
Borrowings
Borrowings are initially measured at fair value, net of transaction costs and are subsequently measured at
amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period to
the net carrying amount on initial recognition.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for
at least 12 months after the reporting date.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged,
cancelled or expired.
(p) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a
substantial period of time to prepare for their intended use or sale, are added to the cost of these assets, until such
time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in
profit or loss in the period in which they are incurred.
(q) Leases
The Group as Lessee
At the inception of the contract, the Group assesses if the contract contains a lease. A contract contains a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. Reassessment is only required when the terms and conditions of the contract are changed.
The Group recognises right-of-use assets and lease liabilities at the date which the underlying assets become
available for use. Right-of-use assets are measured at cost, which comprises the initial measurement of lease
liabilities adjusted for any lease payments made at or before the commencement dates, plus any initial direct costs
incurred, less any lease incentives received. Any initial direct costs that would not have been incurred if the lease
had not been obtained are added to the carrying amount of the right-of-use assets.
Right-of-use assets are subsequently depreciated using the straight-line method from the commencement dates
to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. The estimated
useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment.
In addition, the right-of-use assets are periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the corresponding lease liabilities. The Group presents its right-of-use assets in ‘Property,
plant and equipment’ and lease liabilities in ‘Lease liabilities’ in the statements of financial position.
The initial measurement of lease liabilities is measured at the present value of the lease payments discounted
using the implicit rate in the lease, if the rate can be readily determined. If that rate cannot be readily determined,
the Group uses its incremental borrowing rate.
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2. Significant Accounting Policies (continued)
(q) Leases (continued)
The Group as Lessee (continued)
Lease payments included in the measurement of the lease liability comprise the following:
• Fixed payments (including in-substance fixed payments), less any lease incentives receivables;
• Variable lease payments that are based on an index or rate, initially measured using the index or rate as at the
commencement date;
• Amounts expected to be payable under residual value guarantees;
• The exercise price of a purchase option if it is reasonably certain to exercise the option; and
• Payment of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
For contracts that contain both lease and non-lease components, the Group allocates the consideration to each
lease component on the basis of the relative stand-alone price of the lease and non-lease components. The Group
has elected not to separate lease and non-lease components for property leases; instead, these are accounted for
as one single lease component.
Lease liabilities are measured at amortised cost, and are remeasured when:
• There is a change in future lease payments arising from changes in an index or rate;
• There is a change in the Group’s assessment of whether it will exercise lease extension and termination
options;
• There is a change in the Group’s estimate of the amount expected to be payable under a residual value
guarantee; or
• There is a modification to the lease term.
When lease liabilities are remeasured, corresponding adjustments are made against the right-of-use assets. If the
carrying amounts of the right-of-use assets have been reduced to zero, the adjustments are recorded in profit or
loss. The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have
lease terms of 12 months or less, as well as leases of low value assets.
Variable lease payments that are based on an index or a rate are included in the measurement of the corresponding
right-of-use assets and lease liabilities. Other variable lease payments are recognised in profit or loss when incurred.
(r) Employee Benefits
Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries in which it has
operations. Contributions to defined contribution pension schemes are recognised as an expense in the period in
which the related service is performed. The Group has no further payment obligations once the contributions have
been paid.
Provision for employee benefits
Provisions are made for the Group’s liability for employee benefits arising from services rendered by employees
to the end of the reporting period. Employee benefits that are expected to be settled within one year have been
measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than
one year have been measured at the present value of the estimated future cash outflows to be made for those
benefits. In determining the liability, consideration is given to employee wage increases and the probability that the
employee may not satisfy vesting requirements. Those cash flows are discounted using the market yields on high
quality corporate bonds with terms to maturity that match the expected timing of cash flows.
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2. Significant Accounting Policies (continued)
(r) Employee Benefits (continued)
Share-based payments
The Group operates an equity-settled share-based compensation plan. The fair value of the employee services
received in exchange for the grant of options is recognised as an expense with a corresponding increase in the
share option reserve over the vesting period.
The total amount to be recognised over the vesting period is determined by reference to the fair value of the
options granted on the date of the grant. Non-market vesting conditions are included in the estimation of the
number of shares under options that are expected to become exercisable on the vesting date.
At each balance sheet date, the Group revises its estimates of the number of shares under options that are
expected to become exercisable on the vesting date and recognises the impact of the revision of the estimates in
profit or loss, with a corresponding adjustment to the share option reserve over the remaining vesting period.
The charge or credit to profit or loss for a period represents the movement in cumulative expense recognised as at
the beginning and end of that period.
No expense is recognised for options that do not ultimately vest, except for options where vesting is conditional
upon a market condition, which are treated as vested irrespective of whether or not the market condition is
satisfied, provided that all other performance and/or service conditions are satisfied. The employee share option
reserve is transferred to retained earnings upon expiry of the share options. When the options are exercised, the
employee share option reserve is transferred to share capital if new shares are issued, or to treasury shares if the
options are satisfied by the reissuance of treasury shares.
In situations where equity instruments are issued and some or all of the goods or services received by the entity as
consideration cannot be specifically identified, the unidentified goods or services received (or to be received) are
measured as the difference between the fair value of the share-based payment and the fair value of any identifiable
goods or services received at the grant date. This is then capitalised or expensed as appropriate.
(s) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the executive
committee whose members are responsible for allocating resources and assessing performance of the operating
segments.
(t) Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary
shares are deducted against the share capital account.
Treasury shares
When any entity within the Group purchases the Company’s ordinary shares (‘treasury shares’), the consideration
paid including any directly attributable incremental cost is presented as a component within equity attributable to
the Company’s equity holders, until they are cancelled, sold or re-issued.
When treasury shares are subsequently cancelled, the cost of treasury shares are deducted against the share
capital account if the shares are purchased out of capital of the Company, or against the retained earnings of the
Company if the shares are purchased out of the earnings of the Company.
When treasury shares are subsequently sold or re-issued pursuant to the employee share option scheme, the
cost of treasury shares is reversed from the treasury share account and the realised gain or loss on sale or re-
issue, net of any directly attributable incremental transaction costs and related income tax, is recognised in the
capital reserve.
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30 JUNE 2021
2. Significant Accounting Policies (continued)
(u) Related Parties
A related party is defined as follows:
A related party is a person or entity that is related to the entity that is preparing its financial statements (referred to
as the ‘reporting entity’).
a. A person or a close member of that person’s family is related to a reporting entity if that person:
i. has control or joint control over the reporting entity;
ii. has significant influence over the reporting entity; or
iii.
is a member of the key management personnel of the reporting entity or of a parent of the reporting entity.
b. An entity is related to a reporting entity if any of the following conditions applies:
i.
the entity and the reporting entity are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others);
ii. one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member
of a group of which the other entity is a member);
iii. both entities are joint ventures of the same third party;
iv. one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
v.
the entity is a post-employment benefit plan for the benefit of employees of either the reporting entity
or an entity related to the reporting entity. If the reporting entity is itself such a plan, the sponsoring
employers are also related to the reporting entity;
vi. the entity is controlled or jointly controlled by a person identified in (a);
vii. a person identified in (a)(i) has significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity); or
viii. the entity, or any member of a group of which it is a part, provides key management personnel services to
the reporting entity or to the parent of the reporting entity.
3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the period
of the revision and future periods if the revision affects both current and future periods.
(a) Critical Judgements in applying the Group’s Accounting Policies
In the process of applying the Group’s accounting policies, the application of judgements that are expected to
have a significant effect on the amounts recognised in the financial statements are discussed as follows.
(i)
Impairment of trade and other receivables and contract assets
As at 30 June 2021, the Group’s trade and other receivables and contract assets amounted to A$87,488,000
(2020: A$75,016,000) and A$82,642,000 (2020: A$95,118,000) respectively, net of allowance for impairment, if any,
arising from the Group’s different revenue segments as disclosed in Note 31 to the financial statements.
Based on the Group’s historical credit loss experience, trade receivables exhibited different loss patterns for
each revenue segment. Within each revenue segment, the Group has common customers across the different
geographical regions and applies credit evaluations by customer. Accordingly, management has determined
the expected loss rates by grouping the receivables across geographical regions in each revenue segment. An
allowance for impairment of A$200,000 (2020: A$2,678,000) and a A$1,646,000 (2020: Nil) write-off for trade
and other receivables were recognised as at 30 June 2021. No allowance for impairment for contract assets was
recognised as at 30 June 2021 (2020: Nil).
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30 JUNE 2021
3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)
(a) Critical Judgements in applying the Group’s Accounting Policies (continued)
(i)
Impairment of trade and other receivables and contract assets (continued)
Notwithstanding the above, the Group evaluates the expected credit loss on customers in financial difficulties
separately. So far as management is aware, there is no major customer in financial difficulties during the financial
year except for those customers with impairment loss being recognised.
The Group’s and the Company’s credit risk exposure for trade receivables by different revenue segment are set out
in Note 32(a).
(ii) Judgement and method used in estimating construction contract revenue
As discussed in Note 2(e) to the financial statements, construction contract revenue is recognised over time by
reference to the Group’s progress towards completion of the contract. The measure of progress is determined
based on the proportion of contract costs incurred to date to the estimated total contract costs (‘input method’).
Costs incurred that are not related to the contract or that do not contribute towards satisfying a performance
obligation (‘PO’) are excluded from the measure of progress and instead are expensed as incurred.
Construction contract revenue comprises the initial amount of revenue agreed in the contract and variations
in contract work to the extent that is highly probable that a significant reversal in the amount of the cumulative
revenue will not occur.
In estimating the variable consideration for contract revenue, the Group uses the expected value amount method
to estimate the transaction price. The expected value is the sum of probability-weighted amounts in a range
of possible consideration amounts. Management has relied on historical experience and the work of experts,
analysed by customers and nature of scope of work, from prior years.
Management has exercised judgement in applying the constraint on the estimated variable consideration that
can be included in the transaction price. For variations claims, management has determined that a portion of the
estimated variable consideration is subject to the constraint as, based on past experience with the customers, it is
highly probable that a significant reversal in the cumulative amount of revenue recognised will occur, and therefore
will not be recognised as revenue.
(iii) Legal proceedings
The Group is exposed to the risk of claims and litigation which can arise for various reasons, including changes
in scope of work, delay and disputes etc. Given the nature of the business, variation orders, additional works and
prolongation costs are common. As some of these items could be subjective and hence contentious in nature, the
Group may from time to time be involved in adjudication or legal processes.
In making its judgment as to whether it is probable that any such adjudication decisions or litigation will result in
a liability and whether any such liability can be measured reliably, management relies on past experience and the
opinion of legal advisors and technical experts.
In making that overall judgment, management has included in its consideration the likely outcome of the claims.
Although an adverse outcome of those claims could have a material adverse impact on the financial position of the
Group, management have taken the view that such a material adverse outcome is very unlikely.
(iv) Impairment of property, plant and equipment
The Group assesses impairment of property, plant and equipment at each year end by evaluating
conditions specific to the Group that may lead to impairment of assets. Adjustments will be made when
considered necessary.
Impairment assessment of property, plant and equipment includes considering certain indications such as
significant changes in asset usage, significant decline in assets’ market value, obsolescence or physical damage
of an asset, significant under performance relative to the expected historical or future operating results and
significant negative industry or economic trends.
No impairment loss on property, plant and equipment was recorded for the financial years ended 30 June 2021
and 2020 except for a loss on revaluation of buildings of A$1,611,000 during the previous financial year. The
carrying amount of property, plant and equipment at 30 June 2021 is A$412,030,000 (2020: A$397,804,000).
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30 JUNE 2021
3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)
(a) Critical Judgements in applying the Group’s Accounting Policies (continued)
(v) Determination of the lease term
In determining the lease term, management considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease term is reasonably certain to be extended
(or not terminated). The lease term is reassessed if an option is actually exercised (or not exercised) or the Group
becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a
significant event or a significant change in circumstances occurs, which affects the assessment, and that is
within the control of the lessee. For leases of the leasehold land and buildings, the following factors are normally
the most relevant:
•
•
If there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend
(or not terminate).
If any leasehold improvements are expected to have a significant remaining value, the Group is typically
reasonably certain to extend (or not terminate).
• Otherwise, the Group considers other factors including historical lease durations and the costs and business
disruption required to replace the leased asset.
(vi) Valuation of freehold land and buildings
The Group carries its freehold land and building at fair values which are determined by an independent real estate
valuation expert using the highest-and-best use approach which is generally the sales comparison approach (i.e.
the basis of market value). In arriving at the valuation figure, the valuer has taken into consideration the prevailing
market conditions and differences between the freehold land and building and the comparables in terms of
location, tenure, size, shape, design and layout, age and condition of the building, dates of transactions and
other factors affecting their values. The most significant inputs in this valuation approach are the selling price
per square meter and the usage of the property. The estimates are based on local market conditions existing
at the reporting date.
Fair values of buildings with no available market information are determined by the independent real estate
valuation expert using the depreciated replacement cost method, which involves estimating the current
replacement cost of the buildings and from which deductions are made to allow for depreciation due to age,
condition and functional obsolescence. The replacement cost is then added to the land value to derive the fair
value. The land value is determined based on the direct comparison method with transactions of comparable
plots of land within the vicinity and elsewhere. In arriving at the valuation figure, the valuation expert has taken into
consideration the prevailing market condition and differences between the freehold land and buildings and the
comparable in terms of location, tenure, size, shape, design and layout, age and condition, dates of transactions
and other factors affecting their values. The most significant inputs into this valuation approach are the estimated
construction costs, depreciation rates and developer profit margin.
The carrying amount of the freehold land and buildings at the reporting date is disclosed in Note 14. If the selling
prices and price per unit measurement of the freehold land and buildings determined by valuation experts had
been 5% higher/lower, the carrying amount of the freehold land and buildings would have been A$16,260,000
higher/lower.
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3. Critical Accounting Judgements and Key Sources of Estimation Uncertainty (continued)
(b) Key Sources of Estimation Uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at
the end of the reporting period that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
(i) Estimation of total contract costs for construction contracts
The Group has significant ongoing construction contracts as at 30 June 2021 that are non-cancellable. For
these contracts, revenue is recognised over time by reference to the Group’s progress towards completion of the
contract. The measure of progress is determined based on the proportion of contract costs incurred to date to the
estimated total contract costs (‘input method’).
Management has to estimate the total contract costs to complete, which are used in the input method to
determine the Group’s recognition of construction revenue. When it is probable that the total contract costs will
exceed the total construction revenue, a provision for onerous contracts is recognised immediately.
Significant assumptions are used to estimate the total contract sum and the total contract costs which affect
the accuracy of revenue recognition based on the percentage-of-completion and completeness of provision for
onerous contracts recognised. In making these estimates, management has relied on past experience and the
work of specialists.
The Group includes incremental costs of fulfilling the contracts which are the cost of materials and labour required
to construct the projects. In estimating the forecast costs, the management exercised judgement in considering
costs that relate directly to the contracts.
If the estimated total contract sum decreases by 1% from management’s estimates, the Group’s profit before
income tax will decrease by approximately A$6,200,000 (2020: A$3,901,000).
If the remaining estimated contract costs increase by 1% from management’s estimates, the Group’s profit before
income tax will decrease by approximately A$5,991,000 (2020: A$3,472,000).
(ii) Estimation of useful lives of property, plant and equipment
The useful lives of assets have been based on historical experience, lease terms and best available information for
similar items in the industry. These estimations will affect the depreciation expense recognised in the financial year.
There is no change in the estimated useful lives of plant and equipment during the current financial year.
The carrying amount of the Group’s property, plant and equipment as at 30 June 2021 was A$412,030,000
(2020: A$397,804,000) (Note 14). A 10% difference in the expected useful lives of these assets from management’s
estimate would result in an approximately A$1,417,000 (2020: A$1,046,000) variance in the Group’s profit before
tax.
(iii) Income taxes
The Group has exposure to income taxes of which a portion of these taxes arose from certain transactions and
computations for which the ultimate tax determination is uncertain during the ordinary course of business. The
Group recognises receivables or liabilities on expected tax issues based on their best estimates of the likely taxes
recoverable or due. Where the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax positions in the period in which such
determination is made.
The carrying amounts of the Group’s and Company’s current income tax positions as at 30 June 2021 were
income tax payable of A$14,978,000 (2020: A$2,862,000) and A$17,835,000 (2020: A$2,840,000) respectively. The
carrying amounts of the Group’s and Company’s deferred tax assets and deferred tax liabilities as at 30 June 2021
are disclosed in Note 9 to the financial statements.
(iv) Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had,
or may have, on the Group based on known information. This consideration extends to the nature of the products
and services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Other
than as addressed in specific notes, there does not currently appear to be either any significant impact upon the
financial statements or any significant uncertainties with respect to events or conditions which may impact the
Group unfavorably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
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30 JUNE 2021
4. Revenue from Contracts with Customers
(a) Disaggregation of Revenue from Contracts with Customers
The Group derives revenue from the transfer of goods and services over time and at a point in time as follows:
Over time:
Construction contract revenue
Revenue from rendering of services
At a point in time:
Revenue from sales of goods
Group
2021
A$’000
620,019
53,284
673,303
883
674,186
2020
A$’000
390,235
728
390,963
905
391,868
Revenue from the rendering of services
In the current year, Contracts where payment is made for the provision of labour and materials without any risk or
penalty for performance is classified as revenue from the rendering of services.
Segment analysis
The segment analysis of the Group is disclosed in Note 31 to the financial statements.
(b) Contract Assets and Liabilities
Contract assets
Contract liabilities
Group
2021
A$’000
82,642
(80,138)
2020
A$’000
95,118
(83,266)
Contract assets primarily relate to the Group’s right to consideration for work completed but not yet billed at the
reporting date on construction contracts. The contract assets are transferred to trade receivables when the rights
become unconditional, which usually occurs when the customer certifies the progress claims.
Contract liabilities primarily relate to the Group’s obligation to transfer goods or services to customers for which
the Group has received advances from customers for construction contracts and progress billings issued in excess
of the Group’s rights to the consideration in respect of construction contract revenue.
122122
123
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
4. Revenue from Contracts with Customers (continued)
(b) Contract Assets and Liabilities (continued)
(i) Significant changes in contract balances
Contract assets:
Contract assets reclassified to trade receivables
Contract assets adjustments
Changes in measurement of progress
Contract liabilities:
Group
2021
A$’000
(28,740)
-
16,264
2020
A$’000
(44,655)
(15,008)
37,338
Revenue recognised in current period that was included in the contract liability
balance at the beginning of the period
51,711
69,296
Increase due to cash received, excluding amounts recognised as revenue
during the year
(48,583)
(83,229)
In accordance with Note 2(e) to the financial statements, contract assets adjustments relating to changes in the
estimated transaction price were made following receipt of revised independent legal and expert advice on completed
contracts.
(ii) Unsatisfied performance obligations
Aggregate amount of the transaction price allocated to contracts that are
partially or fully unsatisfied as at 30 June
Group
2021
A$’000
1,005,664
2020
A$’000
899,498
The Group expects that the aggregate amount of the transaction price allocated to unsatisfied performance
obligations as of 30 June 2021 will be recognised as revenue as the Group continue to perform to complete the
construction, which is expected to occur over the next few years up to 2029. The amount disclosed above does
not include variable consideration which is subject to constraint.
As permitted under the SFRS(I) 15, the aggregated transaction price allocated to unsatisfied contracts of periods
of one year or less, or are billed based on time incurred, is not disclosed.
122
123
123
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
5. Other Income
Insurance recoveries
Fuel tax rebate
Interest income:
- Bank balances
- Tax authorities
- Related party
- Others
Gain on disposal of property, plant and equipment
Net foreign exchange gain
Miscellaneous income
Insurance recoveries
Group
2021
A$’000
1,605
183
31
-
199
-
230
404
54
96
2,572
2020
A$’000
1,121
354
67
62
65
35
229
-
-
247
1,951
During the current financial year, the Group recognised other income of A$1,605,000 from an insurance claim recovered
for property repairs and business interruptions which were caused by a storm.
During the previous financial year, the Group recognised other income of A$650,000 from an insurance claim recovered
for a defective works by a subcontractor. The Group also recognised insurance recoveries of A$471,000 relating to
damages caused by a cyclone and electrical fire.
6. Profit before Income Tax
The following items have been included in arriving at profit before income tax:
Included in cost of sales:
Direct materials
Employee benefits (Note 7)
Subcontract works
Workshop and other overheads
Depreciation of property, plant and equipment (Note 14)
Finance costs on lease liabilities (Note 8)
2021
A$’000
134,984
289,405
83,984
73,926
13,931
2,918
Group
2020
A$’000
89,064
150,572
54,803
39,792
10,234
2,752
During the previous financial year, included in the subcontract works are amounts either paid to subcontractors or
accrued costs for payment to subcontractors totalling A$12,000,000 that are currently under dispute.
124124
125
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
6. Profit before Income Tax (continued)
Included in administrative expenses:
Audit fees:
- Auditor of the Company
- Other auditors
Non-audit fees:
- Auditor of the Company
- Other auditors
Business development
Communications
Depreciation of property, plant and equipment (Note 14)
Directors’ fee
Employee benefits (Note 7)
Occupancy expenses
Office costs
Other administrative expenses
Other professional fees
Tax fees
Net foreign exchange loss
Included in other expenses:
Impairment loss on loan to an associate (Note 11)
Impairment loss on trade receivables (Note 11)
Bad debts written off
Loss on revaluation of freehold land and buildings (Note 14)
Loss on disposal of property, plant and equipment
Other expenses
Group
2021
A$’000
2020
A$’000
87
98
20
154
237
2,497
243
241
12,113
382
599
141
1,565
610
-
200
-
1,646
-
-
2
92
119
21
152
426
1,626
230
253
10,595
529
549
323
1,305
616
117
1,767
911
-
1,611
197
46
124
125
125
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
7. Employee Benefits Expenses
Included in cost of sales: (Note 6)
Wages and salaries
Contributions to defined contribution plans
Other employee benefits
Included in administrative expenses: (Note 6)
Wages and salaries
Contributions to defined contribution plans
Other employee benefits
Share based payment
8. Finance Costs
Bank bills and line fees
Trade finances
Lease liabilities
Finance leases
Other finance costs
Included in cost of sales:
Lease liabilities (Note 6)
2021
A$’000
272,280
15,025
2,100
289,405
7,706
2,111
256
2,040
12,113
2021
A$’000
1,190
4
994
4,200
93
6,481
Group
Group
2020
A$’000
140,362
8,841
1,369
150,572
9,079
1,264
252
-
10,595
2020
A$’000
1,091
26
1,248
-
187
2,552
2,918
2,752
During the previous financial year, A$3,850,000 of finance cost incurred for the Assembly Hall was capitalised in
property, plant and equipment.
126126
127
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
9. Income Tax Expense
Current income tax
Deferred income tax
Under/(over) provision in prior years
- Current income tax
- Deferred income tax
Group
2021
A$’000
18,375
(2,506)
15,869
1
(301)
(300)
15,569
2020
A$’000
6,513
(985)
5,528
-
(311)
(311)
5,217
Deferred income tax expense on revaluation of freehold land and buildings
recognised in other comprehensive income
802
33,638
The Group’s tax on profit before income tax differs from the amount that would arise using the Australian standard
rate of income tax as follows:
Profit before income tax
Income tax at 30%
Add/(deduct) the tax effects of:
Under provision of current tax expense in prior years
Over provision of deferred tax expense in prior years
Non-assessable income
Non-deductible expenses
Deferred tax asset not recognised
Weighted average effective tax rates
Group
2021
A$’000
50,197
15,059
1
(301)
-
665
145
15,569
31.0%
2020
A$’000
22,766
6,830
-
(311)
(1,774)
-
472
5,217
22.9%
As at 30 June 2021, the Group has capital tax losses of approximately A$2,094,000 (2020: A$1,611,000) that are
available for offset against future capital gains of the companies in which the losses arose, for which no deferred
tax asset is recognised due to uncertainty of its recoverability. The use of these capital tax losses is subject to the
agreement of tax authorities and compliance with certain provisions of the tax legislation of the respective countries
in which the companies operate. The deferred tax assets arising from these capital losses amounted to A$628,000
(2020: A$483,000) and are not recognised as there is no reasonable certainty that future capital gains will be available
to utilise the capital tax losses.
The non-deductible expenses of the Group mainly relate to share option expenses which are being treated as non-
deductible for tax purposes.
The tax rate used for the 2021 and 2020 reconciliations above is the corporate tax rate of 30% payable by corporate
entities in Australia on taxable profits under the tax law in that jurisdiction. The Group’s operations are primarily located
in Australia.
126
127
127
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
9. Income Tax Expense (continued)
Current tax payable
During the current financial year, current tax payable arose from the Group’s payment of income tax during
the year.
Deferred taxes
2021
Group
Opening
A$’000
Charged to
profit or loss
A$’000
Charged to
OCI*
A$’000
Closing
A$’000
Property, plant and equipment
(37,046)
(3,702)
(802)
(41,550)
Receivables
Trade and other payables
Provisions
Carried forward tax losses
Others
2020
Property, plant and equipment
Receivables
Trade and other payables
Provisions
Carried forward tax losses
Others
* Other Comprehensive Income
551
1,005
3,218
142
356
(114)
4,695
1,893
(141)
176
-
-
-
-
-
437
5,700
5,111
1
532
(31,774)
2,807
(802)
(29,769)
(4,099)
3
904
3,224
433
103
568
691
548
101
(6)
(291)
253
(33,638)
(37,046)
-
-
-
-
-
551
1,005
3,218
142
356
1,296
(33,638)
(31,774)
128128
129
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
9. Income Tax Expense (continued)
Deferred taxes (continued)
2021
Loan receivables
Trade and other payables
Carried forward tax losses
Investment in subsidiaries
Others
2020
Loan receivables
Trade and other payables
Carried forward tax losses
Others
Company
Charged to profit
or loss
A$’000
Closing
A$’000
Opening
A$’000
17
1
2
-
2
22
3
11
377
3
394
7
9
(1)
224
(1)
238
14
(10)
(375)
(1)
(372)
24
10
1
224
1
260
17
1
2
2
22
10. Earnings per Share
Basic earnings per share is calculated by dividing the Group’s net profit attributable to ordinary equity holders for
the financial year by the weighted average number of ordinary shares issued.
Profit attributable to the owners of the Company
Share capital
Weighted average number of ordinary shares issued
- Basic
- Diluted
Earnings per ordinary share (A$ cents)
- Basic
- Diluted
Group
2021
A$’000
34,771
29,807
2020
A$’000
17,586
29,807
501,083,288
500,985,000
501,094,247
500,985,000
6.94
6.94
3.51
3.51
Basic earnings per share is calculated by dividing the consolidated profit after tax attributable to the equity holders of
the Company, by the weighted average number of ordinary shares outstanding during the financial year.
As at 30 June 2021, the diluted earnings per share includes the effect of 4,000,000 unissued ordinary shares granted
under the CESOS (Note 25(b)) (2020: 4,000,000, anti-dilutive).
128
129
129
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
11. Trade and Other Receivables
Current:
Trade receivables
- Third parties
- Retention sum receivables
Allowance for impairment loss
Receivables from subsidiaries
Loan to an associate
Allowance for impairment loss
Other receivables
Non-current:
Loan receivable from a joint venture
Group
Company
2021
A$’000
2020
A$’000
2021
A$’000
2020
A$’000
87,064
73,985
173
(11)
197
(911)
87,226
73,271
-
-
-
-
-
-
-
-
-
1,967
(1,967)
262
-
50,481
39,682
1,767
(1,767)
1,252
-
-
-
-
-
-
87,488
74,523
50,481
39,682
-
87,488
493
75,016
-
-
50,481
39,682
The receivables from subsidiaries are non-trade, unsecured, interest-free and repayable on demand in cash.
The Group provided working capital funding to an associate, Civtec Africa Ltd. The loan is unsecured, interest bearing
at 7% to 9% plus 2% and repayable on demand. The Group has fully impaired the amount of A$1,967,000 (2020:
A$1,767,000) due to cashflow constraints of the borrower caused by the COVID-19 lockdown limiting their ability to
repay the loan.
The loan receivable from a joint venture was non-trade, unsecured and interest bearing at a market rate of Australian
Bank Bill Swap Bid Rate (‘BBSY’) plus 3%. The loan was repaid in full on 24 July 2020.
130130
131
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
11. Trade and Other Receivables (continued)
The movements in allowance for impairment loss of trade and other receivables during the year are as follows:
2021
Balance at 1 July 2020
Impairment loss recognised in profit or loss during the year on:
- Changes in credit risk (Note 6)
- Written off
As at 30 June 2021
2020
Balance at 1 July 2019
Impairment loss recognised in profit or loss during the year on:
- Changes in credit risk (Note 6)
As at 30 June 2020
Trade
receivables
A$’000
Group
Other
receivables
A$’000
Total
A$’000
911
1,767
2,678
-
(900)
11
-
911
911
200
-
1,967
200
(900)
1,978
-
-
1,767
1,767
2,678
2,678
Apart from the credit allowance provided, management has assessed that there is no other significant expected
credit loss for the financial year ended 30 June 2021.
The Group’s internal credit evaluation practices and basis for recognition and measurement for expected credit
losses are disclosed in Note 32(a) to the financial statements.
12. Other Assets
Prepayments
Consumables inventory
13. Cash and Cash Equivalents
Cash at banks and in hand
Group
2021
A$’000
1,311
592
1,903
2020
A$’000
1,432
619
2,051
Company
2021
A$’000
2020
A$’000
-
-
-
-
-
-
Group
Company
2021
A$’000
48,172
2020
A$’000
27,712
2021
A$’000
28
2020
A$’000
19
Cash at banks earn interest at floating rates ranging from 0.01% to 0.35% (2020: 0.01% to 0.25%) per annum.
A floating charge over cash and cash equivalents has been provided for certain debt.
130
131
131
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
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133
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Notes to the
Financial Statements
30 JUNE 2021
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133
133
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Notes to the
Financial Statements
30 JUNE 2021
14. Property, Plant and Equipment (continued)
Depreciation expenses are classified as follows:
Included in cost of sales
Included in administrative expenses
2021
A$’000
13,931
243
14,174
2020
A$’000
10,234
230
10,464
At the balance sheet date, the details of the Group’s freehold land and buildings are as follows:
Location
Description/Existing use
Tenure
2-8 Stuart Drive
Henderson
Western Australia
16 Nautical Drive
Henderson
Western Australia
Land and buildings
Operational readiness and logistics
support facility
Freehold
Buildings on leasehold land
Undercover waterfront,
Manufacturing, modularisation maintenance
facility
Leasehold land leases:
(i) 34-years lease from August 2010, with further
35 years option
(ii) 30-years lease from March 2014, with further
35 years option
(iii) 28-years lease from December 2016, with
further 45 years option
35-39 Old Punt Road
Tomago
New South Wales
Land and buildings
Manufacturing facility
modular assembly laydown area
Freehold
1 Welding Pass
Henderson
Western Australia
Buildings on leasehold land
Submarine rescue facility
Leasehold land leases: 28-years lease from April
2020, with further 22 years option
Freehold land and buildings carried at fair value
An independent valuation was carried out by Griffin Valuation Advisory on the newly constructed Submarine
Rescue Facility and the existing freehold land and buildings at 35-39 Old Punt Road, Tomago, New South Wales
in June 2021. The fair value is determined by the valuer on the highest and best use approach of each asset.
Such valuation was determined using the Sales Comparison approach (to market-type properties), Hypothetical
Development approach, Income Capitalisation approach and Depreciated Replacement Cost (‘DRC’) approach (to
non-market-type properties). The fair value has been derived through a mix of Level 2 inputs where applicable and
Level 3 inputs where the Valuer has deemed Level 2 inputs to be not applicable.
134134
135
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
14. Property, Plant and Equipment (continued)
Freehold land and buildings carried at fair value (continued)
Details of the Group’s freehold land and buildings and information about the fair value hierarchy as at
30 June 2021 and 30 June 2020 are as follows:
Freehold land
Buildings
Freehold land
Buildings
Level 1
A$’000
-
-
Level 1
A$’000
-
-
Level 2
A$’000
17,950
1,917
Level 2
A$’000
19,500
2,000
Fair Value
as at
30 June 2021
A$’000
17,950
307,263
Fair Value
as at
30 June 2020
A$’000
19,500
301,002
Level 3
A$’000
-
305,346
Level 3
A$’000
-
299,002
Level 2 fair value of the Group’s freehold land and building have been derived using the market data approach. Sales
prices of comparable properties in close proximity are adjusted for differences in key attributes as disclosed in Note 3(a)
(vi) to the financial statements. The most significant input in this valuation approach is the selling price per square meter
and the usage of the property.
Valuation techniques used to derive Level 3 fair values
The following table shows the information about fair value measurements using significant unobservable inputs (Level 3)
as at 30 June 2021 and 2020:
Description
Fair value as at
30 June 2021
A$’000
Buildings
305,346
Valuation
techniques
Unobservable
inputs
Range of inputs
Depreciated
Replacement Cost
(DRC)
Depreciation rates
2% to 33.33%
Estimated
construction costs
per square metre
$984 to $4,857
Developer
profit margin
4% to 6%
Description
Fair value as at
30 June 2020
A$’000
Buildings
299,002
Valuation
techniques
Unobservable
inputs
Range of inputs
Depreciated
Replacement Cost
(DRC)
Depreciation rates
2% to 33.33%
Estimated
construction costs
per square metre
$1,245 to $4,857
Developer
profit margin
4% to 6%
Relationship
of unobservable inputs
to fair value
The higher the
depreciation rates, the
lower the fair value.
The higher the
construction costs, the
higher the fair value.
The higher the profit
margin, the higher the
fair value.
Relationship
of unobservable inputs
to fair value
The higher the
depreciation rates, the
lower the fair value.
The higher the
construction costs, the
higher the fair value.
The higher the profit
margin, the higher the
fair value.
134
135
135
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
14. Property, Plant and Equipment (continued)
Freehold land and buildings carried at fair value (continued)
Valuation techniques used to derive Level 3 fair values (continued)
The following table represents the changes in level 3 items for the financial year ended 30 June 2021 and
30 June 2020:
Net book value
Acquisition
Depreciation
Transfer from assets under construction
Total cost of buildings
At the beginning of the year
Acquisition
Depreciation
Transfer from cost to revaluation method (Level 3)
Gain on revaluation of buildings
Closing balance
Buildings 2020
A$’000
50,162
57,365
(2,215)
85,607
190,919
2020
A$’000
-
-
-
190,919
108,083
299,002
2021
A$’000
299,002
9,236
(7,115)
-
4,223
305,346
There were no transfers between Level 1 and Level 2 during the year.
If the freehold land and building were stated on the historical cost basis, the carrying amount would be as follows:
Freehold land
Buildings
Accumulated depreciation
Net book value
2021
A$’000
16,254
218,565
(21,461)
213,358
2020
A$’000
16,254
209,330
(15,595)
209,989
136136
137
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
14. Property, Plant and Equipment (continued)
Right-of-use assets
Right-of-use assets acquired under leasing arrangements are presented together with the owned assets of the
same class. Details of such leased assets are also disclosed in Note 23.
(a) As at the balance sheet date, the net book value of property, plant and equipment that were under lease
liabilities was A$55,063,000 (2020: A$53,308,000) (Note 23).
(b) The carrying amount of property, plant and equipment that are pledged for security are as follows.
Description
Leased plant and equipment
Borrowings
Lease liabilities
Remaining property, plant and equipment
Bank bills
Group
2021
A$’000
27,472
384,558
412,030
The details of the borrowings are disclosed in Note 21 to the financial statements.
15. Intangible Assets
Goodwill
2021
A$’000
10
2020
A$’000
26,813
370,991
397,804
2020
A$’000
10
Goodwill arose from the excess of the consideration paid for a business acquired from a third party. Goodwill has
been allocated to the cash-generating unit, Metals and Minerals division.
Management is of the opinion that the recoverable amount will exceed the carrying amount on the basis that this
cash generating unit has been generating profit since acquisition and management forecasts the results of this
subsidiary to be in a net profit position for the financial year ended 30 June 2021. In arriving at this assessment,
management has determined the recoverable amount using a two (2020: two) years forecasting process based
on the current order book, projected orders and a consumer price index (‘CPI’) factor of 3.8% (2020: 1.6%) per
annum on direct costs and overhead costs.
16. Investment in Subsidiaries
Unquoted equity shares, at cost
Interest-free loan receivable
Interest-free loan receivable
Less: impairment loss
Company
2021
A$’000
7,579
746
8,325
(746)
7,579
2020
A$’000
7,579
-
7,579
-
7,579
There is no material non-controlling interest to be disclosed for the financial year ended 30 June 2021.
136
137
137
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
16. Investment in Subsidiaries (continued)
The details of the Company’s subsidiaries are as follows:
Name of Entity
Held by the Company
Principal Activities
Country of
incorporation
2021
%
2020
%
Equity held by the Group
Civmec Construction & Engineering
Pty Ltd*
Engineering and
construction services
Australia
Civmec Construction & Engineering
Singapore Pte Ltd**
Engineering and
construction services
Singapore
100
100
Held by Civmec Construction & Engineering, Singapore Pte Ltd
Civmec-Mala PNG(1)
Engineering and
construction services
Papua New Guinea
-
Held by Civmec Construction & Engineering Pty Ltd
Civmec Holdings Pty Ltd*
Multidiscipline Solutions Pty Ltd*
Civmec Pipe Products Pty Ltd*
Asset holding
company
Asset holding
company and labour
supply
Asset holding
company
Australia
Australia
100
100
Australia
83.5
83.5
100
100
88
100
100
Civmec Electrical and Instrumentation
Pty Ltd*
Electrical services
Australia
Civmec DLG Pty Ltd*
Engineering and
construction services
Australia
Forgacs Marine and Defence Pty Ltd*
Marine and defence
services
Civmec Construction & Engineering
Africa Ltd*
Asset holding
company
Australia
Mauritius
Civmec-Mala PNG(1)
Engineering and
construction services
Papua New Guinea
Held by Forgacs Marine and Defence Pty Ltd
100
100
100
100
88
100
100
100
100
-
Forgacs Valco Pty Ltd(2)
Valve services
Australia
50
50
Held by Civmec Construction & Engineering Africa Ltd
Civmec Construction & Engineering
Uganda Ltd*
Asset holding
company
Uganda
100
100
* Audited by Moore Australia (WA) Pty Ltd, Australia.
** Audited by Moore Stephens LLP, Singapore.
(1) Ownership in Civmec-Mala PNG was transferred from Civmec Construction and Engineering Singapore Pte Ltd to Civmec
Construction & Engineering Pty Ltd on 4 September 2020.
(2) The company was deregistered on 15/08/2021.
138138
139
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
17. Investment in Joint Venture
Unquoted cost of investment
Share of (loss)/profit
Cash distribution to shareholders
As at 30 June
Group
2021
A$’000
242
(97)
145
(88)
57
2020
A$’000
41
201
242
-
242
Details of the Group’s joint venture that is accounted for using the equity method at the end of the reporting period
are as follows:
Name of Entity
Principal Activities
Country of
incorporation
2021
%
Held by Civmec Construction & Engineering Pty Ltd
Australian Maritime Shipbuilding and
Export Group Ltd (AMSEG) (1)
Brown & Root Civmec Pty Ltd(2)
Shipbuilding
Australia
Engineering and
maintenance services
Australia
50
49
2020
%
50
49
Ownership interest
held by the Group
(1)
(2)
Incorporated with Luerssen Australia Pty Ltd on 17 May 2018.
Incorporated with Kellogg Brown & Root Pty Ltd on 13 April 2019.
138
139
139
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
17. Investment in Joint Venture (continued)
The summarised financial information below represents amounts shown in the joint venture’s financial statements.
Brown & Root Civmec Pty Ltd
Summarised statement of financial position:
Other receivables
Current assets
Total assets
Other payables
Net assets
2021
A$’000
-
115
115
-
115
2020
A$’000
586
1,441
2,027
1,533
494
Reconciliation of the above summarised financial information to the carrying amount of the interest in the joint venture
recognised in the consolidated financial statements:
Net assets
Proportion of the Group’s ownership interest in the joint venture
Carrying amount of the Group’s interest in the joint venture
Summarised statement of comprehensive income:
Revenue
Operating expenses
Business income
Finance cost
Administrative expenses
(Loss)/profit before tax
Income tax expense
(Loss)/profit after tax
2021
A$’000
115
49.0%
57
2021
A$’000
-
-
-
-
(8)
(8)
(189)
(197)
2020
A$’000
494
49.0%
242
2020
A$’000
3,831
(3,328)
79
(30)
(140)
412
-
412
140140
141
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
18. Investment in Associate
Details of the Group’s associate that is accounted for using the equity method at the end of the reporting period
are as follows:
Name of Entity
Principal Activities
Held by Civmec Construction & Engineering Uganda Ltd
Ownership interest
held by the Group
Country of
incorporation
2021
%
2020
%
Civtec Africa Ltd
Engineering and
construction services
Uganda
32
32
Civtec Africa Ltd
The summarised financial information below represents amounts shown in the associate’s financial statements.
Statement of financial position:
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Statement of comprehensive income:
Revenue
(Loss)/profit from continuing operations
(Loss)/profit for the year
Total comprehensive (loss)/profit for the year
2021
A$’000
206
91
(1,113)
(2,272)
-
(504)
(922)
(922)
2020
A$’000
3,729
93
(1,965)
(2,179)
5,548
939
535
575
The carrying amount of investment in associate has been reduced to nil on the basis that the associate was
reported a net liability position as at 30 June 2021.
The Group has not recognised its share of loss of A$294,000 for the financial year ended 30 June 2021
(2020: A$183,000, profit) because the Group’s cumulative share of losses exceeds its interest in that entity
and the Group has no obligation in respect of those losses. The cumulative unrecognised loss amount to
A$338,000 (2020: A$44,000) at reporting date.
140
141
141
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
19. Joint Operations
The Group has interests in the following joint operations which are proportionately consolidated:
Name of Entity
Black & Veatch Civmec JV (‘BCJV’)
Principal Activities
Engineering and
construction services
Country of
incorporation
Australia
Amec Foster Wheeler Civmec JV (‘ACJV’)
Engineering and
construction services
Australia
Ownership interest
held by the Group
2021
%
50
50
2020
%
50
50
BCJV project is for the design and construction of a wastewater treatment plant upgrade.
ACJV is for the design, procurement and installation of a process plant, administration office and warehouse.
The joint operation is settled on 31 March 2021.
The Group is entitled to a proportionate share of the construction contract revenue earned and bears a
proportionate share of the joint operations’ expenses.
20. Trade and Other Payables
Trade creditors
Sundry payables and accruals
Goods and services tax payable
Other taxes payable
Group
2021
A$’000
41,293
38,303
2,601
5,216
87,413
2020
A$’000
39,028
34,513
13,472
4,062
91,075
Company
2021
A$’000
2020
A$’000
60
132
-
-
192
54
114
-
-
168
Trade and other payables are usually paid within 45 days.
142142
143
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
21. Borrowings
Current:
Bank bills – secured [Note 21(a)]
Loan from related party – unsecured [Note 21(c)]
Non-current:
Senior secured notes [Note 21(c)]
(a) Bank Bills
Banking covenants
Group
2021
A$’000
-
-
-
60,000
60,000
60,000
2020
A$’000
2,067
320
2,387
60,000
60,000
62,387
The Group is required by the banks to maintain certain financial ratios such as loan value ratio and interest cover
ratio. As at 30 June 2021, the Group met all of these financial covenants.
As at 30 June 2021, the Group has a commercial bank facility amounting to A$40,000,000 (2020: A$32,067,000)
which was not utilised (2020: 6% utilised). Interest rates are variable and ranged between 1.34% to 4.13%
(2020: 1.67% to 2.25%) per annum during the current financial year.
The bank bills are secured by certain property, plant and equipment as disclosed in Note 14 to the
financial statements.
(b) Senior Secured Notes
The Group secured a A$60,000,000 offering of 4-year secured notes (‘senior secured notes’) on 23 November 2018
to restructure existing finance and provide funding for a portion of a world-class shipbuilding and maintenance
facility at Henderson, Western Australia. The senior secured notes are unconditionally and irrevocably guaranteed
by the Company and are redeemable after two years at the Company’s option. The senior secured notes are
collectively under a security trust deed and hold first ranking over all assets held with the subsidiary, Civmec
Holdings Pty Ltd, including interests in land at the Company’s Stuart Drive Henderson site in Western Australia and
the Tomago site in New South Wales Australia.
The senior secured notes bear a fixed interest rate of 7% per annum.
(c) Loan from a Related Party
Loan from a related party is non-trade, unsecured, interest-free and repayable on demand. The loan was forgiven
and the Group has no other further liability under the agreement.
142
143
143
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
22. Provisions
Current:
Provision for employee benefits
Non-current:
Provision for employee benefits
The movements in provisions are as follows:
Current:
At the beginning of the year
Provisions made during the year - Included in employee benefits
Provisions utilised during the year
At the end of the year
Non-current:
At the beginning of the year
Provisions made during the year - Included in employee benefits
Adjustment due to change in probability %
Provisions utilised during the year
At the end of the year
Group
Group
2021
A$’000
8,950
4,429
13,379
2021
A$’000
6,103
16,567
(13,720)
8,950
3,352
1,381
(52)
(252)
4,429
2020
A$’000
6,103
3,352
9,455
2020
A$’000
5,557
9,061
(8,515)
6,103
4,634
1,170
(2,272)
(180)
3,352
Provisions pertain to employee benefits relating to long service leave for employees. In calculating the present value
of future cash flows in respect of long service leave, the probability of long service leave being taken is based upon
historical data and the discount rate used ranges from 0.18 % to 2.66% (2020: 1.29% to 2.53%).
144144
145
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
23. Lease Liabilities
The Group as Lessee
The Group has entered into leases of land and buildings in respect of its offices, facilities and workshops. The
Group has the following leases:
•
•
•
The Henderson land lease at Lot 804 (16) Nautical Drive, Henderson, Western Australia is for a 34-year period
from August 2010 with an option to renew for a further 35 years (reasonably certain to be exercised). Rent
increases as per the CPI Index.
The Henderson land lease on extended area at Lot 804 (16) Nautical Drive, Henderson, Western Australia is for
a 28-year period from December 2016 with an option to renew for a further 45 years (reasonably certain to be
exercised). Rent increases as per the CPI Index.
The Henderson land lease at Lot 101 Welding Pass, Henderson, Western Australian is for a 28-year period
from November 2019 with 2 options of 3 years each (reasonably certain to be exercised). Rent increases as
per the CPI Index.
• A workshop lease at 1 Boys Road, Gladstone in Queensland for 2-year period and 1-year option (reasonably
certain to be exercised).
•
The Henderson land lease at 1 Welding Pass, Henderson, Western Australia is 28-year lease from April 2020
with further 22 years option (reasonably certain to be exercised). Rent increases as per the CPI Index.
The Group also leases motor vehicles, workshop equipment and office fitout from non-related parties under lease
liabilities. The Group will obtain the ownership of the leased assets from the lessor at no extra cost at the end of
the lease term. The average lease term is between 4 and 5 years.
The present values of lease liabilities are analysed as follows:
2021
Not later than one year
Between one and five years
Later than five years
2020
Not later than one year
Between one and five years
Later than five years
Minimum lease
payments
A$’000
Future finance
charges
A$’000
Net present value
of minimum lease
payments
A$’000
14,060
43,272
97,666
140,938
154,998
14,405
37,087
149,165
186,252
200,657
(3,675)
(15,433)
(81,133)
(96,566)
(100,241)
(3,683)
(12,373)
(130,540)
(142,913)
(146,596)
10,385
27,839
16,533
44,372
54,757
10,722
24,714
18,625
43,339
54,061
144
145
145
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
23. Lease Liabilities (continued)
The Group as Lessee (continued)
Lease liabilities are presented in the statement of financial position as follows:
Present value of lease liabilities
Less than one year
Between one and five years
Later than five years
2021
A$’000
10,385
27,839
16,533
44,372
54,757
Group
2020
A$’000
10,722
24,714
18,625
43,339
54,061
The effective interest rates range from 2.14% to 8.6% (2020: 3.24% to 8.6%) per annum.
The carrying amount of right-of-use assets classified within Property, Plant and Equipment (Note 14) is as follows:
Leasehold land & buildings
Small tools
Plant and equipment
Motor vehicles
Office equipment
Asset under construction
There was an addition of A$4,339,000 to right-of-use assets during the year.
Amounts recognised in profit or loss
Depreciation charged for the year:
- Small tools
- Plant and equipment
- Motor vehicles
- Office equipment
- Leasehold land
Interest on lease liabilities (Note 8)
Expenses relating to short-term leases
Other disclosures
Total cash outflow for leases
Group
2021
A$’000
27,560
-
26,138
1,339
26
-
55,063
2021
A$’000
-
2,018
296
27
-
3,912
371
2021
A$’000
7,045
2020
A$’000
26,495
299
17,876
1,042
53
7,543
53,308
2020
A$’000
64
1,756
280
27
512
4,000
376
2020
A$’000
6,003
146146
147
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
24. Share Capital
(a) Fully Paid Ordinary Shares
At the beginning and end of the year
501,000,000
29,807
501,000,000
Group and Company
No. of shares
A$’000
No. of shares
A$’000
29,807
Shares issued during the year
- Conversion of performance rights
100,000
-
-
-
At the end of the year
501,100,000
29,807
501,000,000
29,807
The ordinary shares of the Company have no par value. All issued ordinary shares are fully paid. The holders of
ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per
share without restrictions at meetings of the Company. All shares rank equally with regard to the Company’s
residual assets.
The Company approved the payment of a First and Final dividend of 1.0 (2020: 0.7 Singapore cents)
Australia cents per ordinary share amounting to A$5,010,850 (2020: S$3,507,000) for the financial year ended
30 June 2020. The dividend payment was made on 8 December 2020.
The Company also approved the payment of an Interim dividend of 1.0 Australia cents per ordinary share
amounting to A$5,010,850 for the financial year ended 30 June 2021. The dividend payment was made on
26 March 2021.
The Board has recommended a Final dividend of 1.0 Australian cents per ordinary share for the financial year
ended 30 June 2021, subject to shareholders’ approval at the forthcoming Annual General Meeting.
(b) Treasury Shares
Group and Company
No. of shares
A$’000
No. of shares
A$’000
At the beginning and end of the year
15,000
10
15,000
10
Treasury shares relate to ordinary shares of the Company that are held by the Company.
(c) Share Options
At the beginning of the year
- Options cancelled during the year
At the end of the year
Group and Company
2021
2020
No. of shares
A$’000
No. of shares
A$’000
4,000,000
-
4,000,000
0.65
-
0.65
4,000,000
-
4,000,000
0.65
-
0.65
These options vested but were not exercised during the reporting period. Share options granted under the Civmec
Employee Share Option plan carry no rights to dividends and no voting rights. Further details of the employee
option plan are disclosed in Note 25(b) to the financial statements.
146
147
147
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
25. Share-Based Payments
(a) Performance Share Plan
The Civmec Performance Share Plan (the ‘CPSP’) for key management personnel and employees of the Group
was approved and adopted by shareholders at the Extraordinary General Meeting held on 25 October 2012.
Under the CPSP, 1,199,000 ordinary shares with a market value of S$0.70 equivalent to A$0.74 per share were fully
allotted out of treasury shares issued by the Company on 13 June 2014.
No issuance of share-based payment transactions in the current financial year.
(b) Employee Share Option Scheme
The Civmec Employee Share Option Scheme (the ‘CESOS’) was established on 27 March 2012 and formed part
of the Civmec Limited prospectus dated 5 April 2012. The CESOS is a long term incentive scheme to reward and
retain key management and employees of the Group whose service are integral to the success and the continued
growth of the Group. Executive and non-executive directors (including independent directors) and employees of
the Company, who are not controlling shareholders or their associates, are eligible to participate in the scheme.
Controlling shareholders or their associates cannot participate in the scheme unless certain conditions are satisfied
and shareholder approval is obtained.
The options are issued for no consideration and carry no entitlements to voting rights or dividends of the Group
and are not transferable. The number of options granted is subject to approval by the Remuneration Committee
and is based on a performance framework which incorporates financial and/or non-financial performance
measurement criteria.
Options are forfeited immediately after the holder ceases to be employed by the Group (except in the case of ill
health, retirement, redundancy or bankruptcy), unless the committee determines otherwise.
The options are issued with a strike price that is at the Remuneration Committee’s discretion, set at a price as
quoted on the Singapore Exchange for three market days immediately preceding the relevant date of grant of the
option or at a discount to the market price (subject to a maximum discount of 20%).
The vesting period for options issued with no discount to market price is over one year.
On 11 September 2013, 6,000,000 options were granted to employees under the CESOS to take up ordinary
shares at an exercise price of S$0.65 equivalent to A$0.64 per share. The options are exercisable on or before
11 September 2023.
Options granted to employees are as follows:
Grant date
11 September 2013
Total number granted
Vesting period
6,000,000
1 year
The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in
share options during the year:
Outstanding at the beginning of the year
- Cancelled during the year
2021
2020
No.
4,000,000
-
WAEP
0.65
No.
4,000,000
-
WAEP
0.65
Outstanding at the end of the year
4,000,000
0.65
4,000,000
0.65
Exercisable at the end of the year
4,000,000
4,000,000
148148
149
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
30 JUNE 2021
25. Share-Based Payments (continued)
(b) Employee Share Option Scheme (continued)
The weighted average remaining contractual life of options outstanding as at 30 June 2021 is 2 (2020: 3) years.
The exercise price of outstanding shares was S$0.65 (2020: S$0.65) equivalent to A$0.64 (2020: A$0.68).
The fair value of the options granted to employees is deemed to represent the value of the employee services
received over the vesting period.
The weighted average fair value of options granted was S$0.35 (2020: S$0.35) equivalent to A$0.35 (2020: A$0.37).
These values were calculated using the Binomial option pricing model applying the following inputs:
Grant date:
Vesting period
Dividend yield
Weighted average exercise price
Share price
Expected average life of the option
Expected share price volatility
Risk-free interest rate
11 September 2013
1 year
11%
S$0.65
S$0.65
5.9 years
26%
2.68%
The expected volatility of the Company has been determined having regard to the historical volatility of the market
price of the Company’s shares and the mean reversion tendency of volatilities.
The life of the options is based on the expected exercise patterns, which may not eventuate in the future.
A liquidity discount has also been applied to the value of the options to account for historically low trading volume
of the shares.
(c) Performance Rights Plan
The Civmec Limited Performance Rights Plan (the ‘CPRP’) for key senior executives of the Group was approved
and adopted by shareholders at the Annual General meeting held on 25 October 2019.
A Performance Right refers to a right to one issued ordinary share of the Company granted under the scheme
for no consideration. To the extent the gateway hurdles are satisfied, 100% of the vesting will be based on
the absolute earnings per share (aEPS) outcome. aEPS is based on the achievement of certain predetermined
performance targets determined by the Committee. The Committee has the discretion to determine whether the
performance targets have been met.
The balances of Performance Rights are as follows:
Grant
FY 2019
FY 2020
FY 2021
Balance at
1 July
Issued
Vested
Forfeited
/Lapsed
/Expired
Balance
at
30 June
-
8,109,993
8,109,993
-
-
-
-
8,109,993
(750,000)
7,359,993
7,359,993
8,578,000
(100,000)
(4,198,993)
11,639,000
148
149
149
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
30 JUNE 2021
26. Asset Revaluation Reserve
Balance at beginning of year
Gain on revaluation of freehold land and buildings
Deferred tax liability arising on revaluation (Note 9)
Balance at end of year
27. Other Reserves
Merger reserve
Waiver of interest receivable from a subsidiary
Waiver of loan payable to a related party
Equity-settled employee benefits reserve
2021
A$’000
78,487
2,673
(802)
80,358
2021
A$’000
7,578
-
277
2,280
10,135
Group
Company
2021
A$’000
2020
A$’000
2020
A$’000
-
112,125
(33,638)
78,487
-
-
-
-
Group
Company
2020
A$’000
7,578
-
-
240
7,818
2021
A$’000
7,578
(3,335)
-
2,280
6,523
-
-
-
-
2020
A$’000
7,578
(3,335)
-
240
4,483
(a) Merger Reserve
Pursuant to the completion of the Restructuring Exercise, the share capital of Civmec Construction & Engineering
Pty Ltd and Controlled Entities is adjusted to merger reserve based on the ‘pooling of interest method’.
(b) Equity-settled employee benefits
The equity-settled employee benefits reserve relates to share options granted to employees under the employee
share option plan and performance rights.
28. Capital Expenditure Commitments
The Group has contracted capital expenditure commitments at the reporting date but not recognised in the
financial statement as follows:
Plant and equipment purchases
Capital projects
Group
2021
A$’000
1,862
3,068
4,930
2020
A$’000
3,401
2,677
6,078
150150
151
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
29. Guarantees
The Group is, in the normal course of business, required to provide guarantees in respect of their contractual
performance related obligations. These guarantees and indemnities only give rise to a liability where it fails to
perform its contractual obligations.
During the course of business, the Company also provides letters of credit for international trading
when required.
As at 30 June 2021 and 2020, the Group has given the following:
Group
Bank guarantee
Surety bond facility
Letter of credit
Company
Senior secured notes
2021
A$’000
1,879
160,885
380
163,144
Group
2020
A$’000
1,943
160,489
392
162,824
60,000
60,000
The surety bond facility is provided for the provision of performance bonds to customers of the Group. It has a limit
of A$305 million (2020: A$265 million) as at 30 June 2021.
The Company provided guarantee in respect of the senior secured notes issued to a subsidiary.
30. Related Party Transactions
The Group’s main related parties are as follows:
Entities exercising control over the Group
The largest shareholders are James Finbarr Fitzgerald and Olive Theresa Fitzgerald (acting as trustees for the JF
& OT Fitzgerald Family Trust) (19.47%) and Goldfirm Pty Ltd (acting as trustee for the Kariong Investment Trust)
(19.47%).
Key management personnel
Any person having authority and responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including any Director (whether executive or otherwise) of that entity is considered key
management personnel.
Remuneration paid to key management personnel is as follows:
Directors’ remuneration
- Salaries and other related costs
- Directors’ fees
- Benefits including defined contribution plans
Other key management personnel
- Salaries and other related costs
- Benefits including defined contribution plans
Group
2021
A$’000
2020
A$’000
2,420
241
125
2,243
189
5,218
1,723
253
127
2,091
211
4,405
150
151
151
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
30. Related Party Transactions (continued)
Directors’ interest in employee share benefit plans
At the end of the reporting date, the total number of outstanding share options and performance rights that were
issued/allocated to the Directors and key management personnel under existing employee benefit schemes is
given below:
Share options
Directors
Key management personnel
Performance rights
Directors
Key management personnel
Group
2021
No.
2020
No.
-
-
2,000,000
2,000,000
5,171,000
4,184,000
2,250,000
2,330,000
Other related parties
Other related parties include immediate family members of key management personnel and entities that are
controlled or significantly influenced by those key management personnel, individually or collectively with their
immediate family members.
Transactions with related parties
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated.
The following transactions occurred with related parties:
Waiver of loan payable to a related party
Purchase of goods and services
- Consultant fee paid to a related party (who is a director of the Company)
Group
2021
A$’000
277
(15)
2020
A$’000
-
(8)
31. Financial Information by Segments
Management has determined the operating segments based on the internal reports which are regularly reviewed by the
Operations Management that are used to make strategic decisions.
The Operations Management comprises of the Executive Chairman, Chief Executive Officer, Chief Operations Officer,
Acting Chief Financial Officer and the department heads of each operating segment.
The business is managed primarily on the basis of different products and services as the diversification of the Group’s
operations inherently have notably different risk profiles and performance assessment criteria.
152152
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
31. Financial Information by Segments (continued)
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to
have similar economic characteristics and are also similar with respect to the following:
•
•
•
•
the products sold and/or services provided by the segment;
the manufacturing process;
the type or class of customer for the products or services;
the distribution method; and
• any external regulatory requirements.
Although the Operations Management receives separate reports for each project in the Energy, Resources, and
Infrastructure businesses, these have been aggregated into the respective reportable segments as they have similar
long-term average gross margins.
The three main reportable segments for the Group are: (1) Energy (2) Resources and (3) Infrastructure and Defence.
The business activities include civil construction, fabrication, precast concrete, SMP (Structural, Mechanical and Piping
Erection), insulation, maintenance and plant hire.
Basis of accounting for purpose of reporting by operating segments
(a) Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision makers with
respect to operating segments, are determined in accordance with accounting policies that are consistent to those
adopted in the consolidated financial statements of the Group.
(b)
Inter-segment transactions
An internally determined transfer price is set for all inter-segment sales. This price is reviewed quarterly and is
based on what would be realised in the event the sale was made to an external party at arm’s length. All such
transactions are eliminated on consolidation of the Group’s financial statements.
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net
of transaction costs.
(c) Segment assets and liabilities
The Group does not identify nor segregate its assets and liabilities in operating segments as these are managed on
a ‘group basis’.
Geographical segments (secondary reporting)
Revenue is based on the location of customers regardless of where the services are rendered. Non-current assets
are based on the location of those assets:
Australia
Papua New Guinea
Revenue
Non-current assets
2021
A$’000
674,186
-
2020
A$’000
391,159
709
2021
A$’000
416,734
-
2020
A$’000
400,957
-
674,186
391,868
416,734
400,957
Major customers
The Group has a number of customers to whom it provides both products and services. For the year ended
30 June 2021, the Group supplies to three (2020: two and one, Resources and Infrastructure and Defence) external
customers in the Resources segment. The major customers account for approximately 55.1% (2020: 66.4%) of
external revenue.
152
153
153
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
31. Financial Information by Segments (continued)
2021
2020
Energy
A$’000
Resources
A$’000
Infrastructure
and Defence
A$’000
Total
A$’000
Energy
A$’000
Resources
A$’000
Infrastructure
and Defence
A$’000
Total
A$’000
Revenue – external sales
38,317
559,781
76,088
674,186
14,102
338,674
39,092
391,868
Cost of sales (excluding depreciation)
(32,447)
(486,096)
(66,674)
(585,217)
(11,967)
(293,730)
(31,286)
(336,983)
Depreciation expense
(1,581)
(8,197)
(4,153)
(13,931)
(729)
(5,179)
(4,326)
(10,234)
4,289
65,488
5,261
75,038
2,572
1,406
39,765
3,480
44,651
Segment results
Other income
Share of (loss)/profit of joint
venture/associate
Unallocated costs
Finance costs
Administrative expenses*
Depreciation in admin expenses*
Impairment loss on trade
and other receivables and write-off
Loss on revaluation of freehold
land and buildings
Other expenses
Profit before income tax
Income tax expense
Net profit for the year
Segment assets:
Intangible assets
Unallocated assets:
Assets
Other current assets
Deferred tax assets
Total assets
Segment liabilities:
Unallocated liabilities
Liabilities
Borrowings
Provisions
Total liabilities
Other segment information
Capital expenditure during the year
-
(1,846)
-
(97)
201
-
(11)
(2,667)
(6,481)
(18,744)
(243)
(1,846)
-
(2)
50,197
(15,569)
34,628
-
-
1,951
201
(2,552)
(16,723)
(230)
(2,678)
(1,611)
(243)
22,766
(5,217)
17,549
-
10
-
10
-
10
-
10
630,389
1,903
4,637
636,939
271,692
60,000
13,379
345,071
21,616
595,892
2,051
2,408
600,361
265,446
62,387
9,455
337,288
70,039
* Administrative expenses above exclude depreciation which is disclosed separately above.
154154
155
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies
The Group and the Company financial risk management policies set out the Group’s and the Company’s overall
business strategies and its risk management philosophy. The Group and the Company are exposed to financial
risks arising from its operations and the use of financial instruments. The key financial risks include credit risk,
interest rate risk and liquidity risk. The Group’s and the Company’s overall risk management programme focuses
on the unpredictability of financial markets and seeks to minimise adverse effects from the unpredictability of
financial markets on the Group’s and the Company’s financial performance.
The Board of Directors reviews and agrees policies and procedures for the management of these risks.
The Audit Committee provides independent oversight to the effectiveness of the risk management process.
The Group and the Company do not hold or issue derivative financial instruments for speculative purposes.
As at 30 June 2021, the Group’s and the Company’s financial instruments mainly consisted of cash and cash
equivalents, trade and other receivables, contract assets, trade and other payables, contract liabilities and
borrowings.
There has been no change to the Group’s and the Company’s exposures to these financial risks or the manner
in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated
below.
(a) Credit Risk
Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to
the Group. The Group’s exposure to credit risk arises primarily from trade and other receivables, contract assets
and cash and cash equivalents. The Group adopts the policy of dealing only with:
• Customers of appropriate credit standing and history, and obtaining sufficient collateral or buying credit
insurance where appropriate to mitigate credit risk; and
• High credit quality counterparties of at least an ‘A’ rating by external credit rating companies.
Financial assets that are potentially subject to concentration of credit risk consist are principally bank deposits and
receivables. The Group places its deposits with financial institutions and other creditworthy issuers and limits the
amount of credit exposure to any one party. As at 30 June 2021, the Group has a concentration of credit risk on
one debtor (2020: one debtor) that individually represents more than 49.1% (2020: 24.9%) of total trade and other
receivables and contract assets.
As the Group and the Company do not hold any collateral, the maximum exposure to credit risk for each class of
financial instruments is the carrying amount of that class of financial instruments presented on the statement of
financial position, except for financial guarantees as disclosed in Note 29 to the financial statements.
The following sets out the Group’s internal credit evaluation practices and basis for recognition and measurement
for expected credit losses (‘ECL’):
Internal rating grades
(i) Performing
(ii) Under-performing
(iii) Non-performing
Definition
The counterparty has a low risk of default and does not have any
past-due amounts.
Basis for
recognition and
measurement of ECL
12-month ECL
There has been a significant increase in credit risk since initial
recognition (>60 days past due).
Lifetime ECL
(not credit-impaired)
There is evidence indicating that the asset is credit-impaired (>90
days past due).
Lifetime ECL
(credit-impaired)
(iv) Write-off
There is evidence indicating that there is no reasonable expectation
of recovery as the debtor is in severe financial difficulty.
Asset is written off
154
155
155
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(a) Credit Risk (continued)
Trade receivables and contract assets
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit
risk exposure. The Group has adopted the policy of dealing with customers with an appropriate credit history
as a means of mitigating the credit risk exposures. Credit evaluation which takes into account qualitative and
quantitative profile of each customer is performed and approved by management before credit is being granted.
The Group also closely monitors customers’ payment pattern and credit exposures on an on-going basis.
The Group applies the simplified approach to provide for the ECL for all trade receivables and contract assets.
The simplified approach requires the loss allowance to be measured at an amount equal to the lifetime ECL.
The Group uses a provision matrix to measure the lifetime ECL allowance for trade receivables and contract
assets. In measuring the ECL, trade receivables and contract assets are grouped based on shared credit risk
characteristics and days past due. The contract assets relate mainly to unbilled work in progress, which have
substantially the same risk characteristics as the trade receivables for the same type of contracts.
The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for the contract assets.
In calculating the ECL rates, the Group considers historical loss rates for each category of customers, and adjusts
for forward-looking macroeconomic data. The Group has identified the gross domestic product (‘GDP’) growth
of the countries in which it sells goods and services to be the most relevant factor, and accordingly adjust the
historical loss rates based on expected changes in this factor.
The Group considers a financial asset as in default when the counterparty fail to make contractual payments for a
prolonged period of time when they fall due, and the Group may also consider internal and external information,
such as significant adverse changes in business, financial or economic conditions that are expected to cause
a significant change to the debtor’s ability to meet its obligation. Financial assets are written off when there
is no reasonable expectation of recovering the contractual cash flow, such as a debtor failing to engage in a
repayment plan with the Group and it is becoming probable that the debtor will enter bankruptcy or other financial
reorganisation. Where receivables have been written off, the Group continues to engage in enforcement activity to
attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss.
Management has assessed and concluded that the ECL rate for trade receivables past due less than 1
year approximates Nil and is immaterial, while the ECL rate for trade receivables past due more than 1 year
approximates 50% to 100%, except for specific cases where management has assessed the amount is still fully
recoverable.
The Group’s credit risk exposure in relation to trade receivables under SFRS(I) 9 as at 30 June 2021 and 2020 are
set out in the provision matrix as follows:
Group
2021
Trade receivables
Loss allowance
2020
Trade receivables
Loss allowance
Current
A$’000
Within
60 days
A$’000
Past due
61 to 90 days
A$’000
More than
90 days
A$’000
Total
A$’000
83,878
-
83,878
61,698
-
61,698
3,283
-
3,283
9,559
-
9,559
18
-
18
6
-
6
58
(11)*
47
2,919
(911)*
2,008
87,237
(11)
87,226
74,182
(911)
73,271
* Risk profile of the corresponding receivable is assessed separately from the other trade receivables.
156156
157
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(a) Credit Risk (continued)
Trade receivables and contract assets (continued)
There is no ageing analysis for contract assets as these mainly relate to variable considerations which have yet to
be invoiced.
The Group has assessed and concluded that trade receivables are subject to immaterial credit loss. There has
been no change in the estimation techniques or significant assumptions made during the current reporting year.
Other receivables and receivables from subsidiaries and a related party
The Group applies the general approach to provide for the ECL for other receivables and receivables from
subsidiaries and a related party. Under the general approach, the loss allowance is measured at an amount equal
to the 12-month ECL at initial recognition.
At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased
significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss
allowance is measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Group’s historical experience and informed credit assessment and includes forward-looking information.
If credit risk has not increased significantly since initial recognition or if the credit quality of the financial instruments
improves such that there is no longer a significant increase in credit risk since initial recognition, loss allowance is
measured at an amount equal to 12-month ECL.
Impairment of these balances have been measured on the 12-month ECL basis which reflects the low credit risk of
exposures. These amounts are subject to immaterial credit loss.
Impact of COVID-19
Judgement has been exercised in considering the impacts that COVID-19 pandemic has had, or may have, on
the Group based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the Group operates. Unless otherwise
addressed in specific notes, it has had no significant impact on the Group’s overall credit risk.
Cash and cash equivalents
The cash and bank balances are entered into with bank and financial institution counterparties, which are rated at
least AA, based on international credit rating agencies.
For the purpose of impairment, cash and cash equivalents has been measured on the 12-month expected loss
basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents
have low credit risk based on the external credit ratings of the counterparties.
Financial guarantees
The Company has issued financial guarantees to financial institutions for borrowings of its subsidiaries. These
guarantees are subject to the impairment requirements of SFRS(I) 9. The Company has assessed that its
subsidiaries have the financial capacity to meet the contractual cash flow obligations in the near future and hence,
does not expect significant credit losses arising from these guarantees.
156
157
157
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(b) Interest Rate Risk (continued)
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the
reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed
rate financial instruments. The Group is also exposed to earnings volatility on floating rate instruments.
Interest rate risk is managed using a mix of fixed and floating rate debt. At 30 June 2021, approximately 83%
(2020: 97%) of the Group’s debt is fixed. The Group’s borrowings at variable rates are denominated mainly in
A$. If the A$ interest rates increase/decrease by 1% (2020: 1%) with all other variables remain constant, the
Group’s profit before tax will be approximately lower/higher by Nil (2020: A$21,000) as a result of higher/lower
interest expenses on these borrowings.
The Group and the Company has cash balances placed with reputable banks and financial institutions. Such
balances are placed on varying maturities and generate interest income for the Group and the Company.
The Group obtains additional financing through bank borrowings and leasing arrangements. Information
relating to the Group’s interest rate exposure is also disclosed in the notes on the Group’s borrowings and
leasing obligations. They are both fixed and floating rates of interest. The policy is to retain flexibility in selecting
borrowings at both fixed and floating rates interest.
Variable rates
Fixed rates
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Non-interest
bearing
A$’000
Total
A$’000
Group
2021
Finance assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Contract liabilities
Lease liabilities
Borrowings
- Senior secured notes
48,144
-
48,144
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
7,190
12,933
3,195
31,439
-
-
-
7,190
12,933
3,195
60,000
91,439
28
87,488
87,516
79,596
80,138
-
-
48,172
87,488
135,660
79,596
80,138
54,757
60,000
159,734
274,491
158158
159
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(b) Interest Rate Risk (continued)
Variable rates
Fixed rates
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Non-interest
bearing
A$’000
Total
A$’000
Group
2020
Finance assets
Cash and cash equivalents
27,693
Trade and other receivables
Financial liabilities
Trade and other payables
Contract liabilities
Borrowings
- Senior secured notes
- Bank bills
- Related party
-
27,693
-
-
-
493
493
-
-
-
-
-
-
-
8,005
13,161
2,717
-
2,067
-
-
-
-
-
-
-
-
-
-
-
-
30,178
60,000
-
-
19
74,523
27,712
75,016
74,542
102,728
73,541
83,266
-
-
-
320
73,541
83,266
54,061
60,000
2,067
320
10,072
13,161
2,717
90,178
157,127
273,255
158
159
159
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(b) Interest Rate Risk (continued)
Company
2021
Finance assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Company
2020
Finance assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Variable rates
Fixed rates
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Within
1 year
A$’000
Between
2 to 5 years
A$’000
Non-
interest
bearing
A$’000
Total
A$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
28
50,481
50,509
192
192
19
39,682
39,701
168
168
28
50,481
50,509
192
192
19
39,682
39,701
168
168
(c) Liquidity Risk
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting its commitments concerning
its financial liabilities. The Group and the Company manages this risk through the following mechanism:
• Preparing forward-looking cash flow analysis in relation to its operational, investing and financing activities;
• Monitoring undrawn credit facilities;
• Maintaining credit risk related to financial assets;
• Obtaining funding from a variety of sources;
• Only investing surplus cash with major financial institutions; and
• Comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual
timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial
liabilities reflect the earliest contractual settlement dates and do not reflect management’s expectations that
banking facilities will be rolled forward. Balances due within 12 months equal their carrying amount as the impact
of discounting is not significant.
160160
161
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(c) Liquidity Risk (continued)
The table below reflects an undiscounted contractual maturity analysis for financial liabilities (exclude contract
liabilities).
Group
2021
Financial liabilities
Trade and other payables
Lease liabilities
Borrowings
- Senior secured notes
Total financial liabilities
Group
2020
Financial liabilities
Trade and other payables
Lease liabilities
Borrowings
- Senior secured notes
- Bank bills
- Related party
Contractual undiscounted cash flows
Carrying
amount
A$’000
Within
1 year
A$’000
Between
2 to 5 years
A$’000
More than
5 years
A$’000
Total
A$’000
79,596
54,757
60,000
194,353
79,596
14,060
4,200
97,856
-
-
43,272
97,666
64,200
107,472
-
97,666
79,596
154,998
68,400
302,994
73,541
54,061
60,000
2,067
320
73,541
11,613
4,200
2,108
320
-
46,314
73,541
57,927
68,694
72,894
-
-
2,108
320
Total financial liabilities
189,989
91,782
115,008
206,790
Company
2021
Financial liabilities
Trade and other payables
Total financial liabilities
2020
Financial liabilities
Trade and other payables
Total financial liabilities
Carrying
amount
A$’000
Contractual undiscounted cash flows
Between
Within
2 to 5 years
1 year
A$’000
A$’000
Total
A$’000
192
192
168
168
192
192
168
168
-
-
-
-
192
192
168
168
The Group’s undrawn borrowings facilities and guarantee are disclosed in Notes 21 and 29 to the financial
statements respectively.
160
161
161
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(d) Capital Management
Management controls the capital of the Group in order to maintain a good debt-to-equity ratio, provide the
shareholders with adequate returns and to ensure that the Group can fund its operations and continue as a
going concern.
The Group’s debt and capital includes ordinary share capital and financial liabilities, supported by financial assets.
The Group and the Company have no externally imposed capital requirements.
Management effectively manages the Group’s capital by assessing the Group’s financial risks and adjusting
its capital structure in response to changes in these risks and in the market. These responses include the
management of debt levels, distribution to shareholders and share issues.
The net debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as total
financial liabilities less cash and cash equivalents.
Net debt
Total equity
Net debt-to-equity ratio
Group
2021
A$’000
226,319
291,868
0.78
2020
A$’000
245,543
263,073
0.93
There were no changes in the Group’s approach to capital management during the current financial year.
(e) Fair Value Estimation
Financial instruments
The fair values of financial assets and financial liabilities can be compared to their carrying values as presented in
the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or liability
settled, between knowledgeable, willing parties in an arm’s length transaction.
Fair values derived may be based on information that is estimated or subject to judgement, where changes in
assumptions may have a material impact on the amounts estimated.
The fair value of current financial assets and financial liabilities approximate the carrying value due to the liquid
nature of these assets and/or the short-term nature of these financial rights and obligations.
The fair value of non-current receivables and borrowings are calculated based on discounted expected future
principal and interest cash flows. The discount rates used are based on market rates for similar instruments at the
reporting date. The carrying amounts of financial assets and financial liabilities are assumed to approximate their
respective fair values. The Group does not anticipate that the carrying amounts recorded at the balance sheet date
would be significantly different from the values that would eventually be received or settled.
162162
163
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
32. Financial Risk Management Objectives and Policies (continued)
(e) Fair Value Estimation (continued)
Fair value hierarchy
The Group categories fair value measurement using a fair value hierarchy that is depend on the valuation inputs
used as follows:
•
•
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can
access at the measurement date;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly; and
•
Level 3 – Unobservable inputs for the asset or liability.
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the same
level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
33. Litigation
Perth Stadium Project
In February 2019, the Group lodged a writ in the Supreme Court of Western Australia against Brookfield
Multiplex Engineering and Infrastructure Pty Ltd (‘Brookfield Multiplex’), in relation to the valuation of
additional time and changes to the works undertaken in the delivery of the new Perth Stadium project in
Western Australia.
The Group is seeking a determination from the Supreme Court to recover costs associated with the changes in
scope and nature of the works required to be completed and for the granting of Practical Completion.
34. Adoption of New Standards
The accounting policies adopted are consistent with those of the previous financial year except that in the current
financial year, the Group has adopted all the new and revised standards which are effective for annual financial
periods beginning on or after 1 July 2020.
• Amendments to SFRS(I) 1-1 and SFRS(I) 1-8 Definition of material;
• Amendments to SFRS(I) 3 Definition of business;
• Amendments to SFRS(I) 9, SFRS(I) 1-39 and SFRS(I) 7 Interest rate benchmark reform;
• Amendments to SFRS(I) 16 Related rent concessions.
The application of the above standards and interpretations did not have a material effect on the consolidated
financial statements.
162
163
163
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notes to the
Financial Statements
30 JUNE 2021
35. New Standards and Interpretations not yet adopted
A number of new standards and interpretations and amendments to standards are effective for annual periods
beginning on or after 1 July 2021 and earlier application is permitted; however, the Group has not early adopted
the new or amended standards and interpretations in preparing these financial statements.
The following new SFRS(I)s, interpretations and amendments to SFRS(I)s are effective for annual periods
beginning on or after 1 January 2021:
Applicable to 2022 financial statements:
• SFRS(I) 17 Insurance Contracts
Applicable to 2023 financial statements:
•
Onerous Contracts – Cost of fulfilling a contract (Amendments to SFRS(I) 1-37)
• Annual Improvements to SFRS(I)s 2018-2020
• Reference to the Conceptual Framework (Amendments to SFRS(I) 3)
• Property, Plant and Equipment—Proceeds before Intended Use (Amendments to SFRS(I) 1-16)
Applicable to 2024 financial statements:
• Classification of liabilities as current or non-current (Amendments to SFRS(I) 1-1)
• Definition of accounting estimates (Amendments to SFRS(I) 1-8)
Mandatory effective date deferred:
• Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to SFRS(I)
10 and SFRS(I)1-28).
164164
165
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Statistics of
Shareholders
FOR THE YEAR ENDED 30 JUNE 2021
Shareholders’ Statistics and Distribution as at 16 September 2021
Class of Shares:
Ordinary Shares
Voting Rights (excluding treasury shares):
One vote per Ordinary Share
No. of issued shares:
No. of issued shares excluding treasury shares:
No. of treasury shares:
501,100,000
502,435,000
15,000
Distribution of Shareholdings
SIZE OF
SHAREHOLDINGS
NO. OF
SHAREHOLDERS
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 1,000,000
1,000,001 and Above
TOTAL
5
34
296
386
30
751
%
0.67
4.53
39.41
51.40
3.99
100.00
NO. OF
SHARES
184
24,819
1,793,467
37,292,923
463,323,607
502,435,000
%
0.00
0.00
0.36
7.42
92.22
100.00
Twenty Largest Shareholders as at 16 September 2021
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
NAME OF SHAREHOLDER
CHESS DEPOSITARY NOMINEES PTY LIMITED
DBS NOMINEES PTE LTD
CITIBANK NOMINEES SINGAPORE PTE LTD
CGS-CIMB SECURITIES (SINGAPORE) PTE LTD
MAYBANK KIM ENG SECURITIES PTE. LTD
RAFFLES NOMINEES (PTE) LIMITED
LEE TECK LENG
FOO SIANG GUAN
GOH GEOK LING
PHILLIP SECURITIES PTE LTD
UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED
NG KEE CHOE
LAI VOON NEE
HENG KHENG LONG
OCBC SECURITIES PRIVATE LTD
PANG CHIN FATT
HSBC (SINGAPORE) NOMINEES PTE LTD
DIANA SNG SIEW KHIM
WONG YEW MENG
HO KONG CHEW
Total:
NO. OF
SHARES
% OF
SHARES
238,797,076
47.53
43,689,979
41,098,071
36,041,021
25,355,674
19,326,200
5,700,200
5,015,249
4,974,434
3,805,600
3,556,800
3,330,134
3,300,000
3,130,845
2,414,800
2,273,000
2,260,700
1,997,500
1,916,000
1,820,000
8.70
8.18
7.17
5.05
3.85
1.13
1.00
0.99
0.76
0.71
0.66
0.66
0.62
0.48
0.45
0.45
0.40
0.38
0.36
449,803,283
89.53
Note: The percentage is based on 502,435,000 shares (excluding 15,000 shares held as treasury shares)
as at 16 September 2021.
164
165
165
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Statistics of
Shareholders
FOR THE YEAR ENDED 30 JUNE 2021
Substantial Shareholders
Name
JF & OT Fitzgerald Family Trust (1)
Kariong Investment Trust (2)
Michael Lorrain Vaz (3)
James Finbarr Fitzgerald (and Olive Teresa Fitzgerald) (1)
Goldfirm Pty Ltd (2)
Patrick John Tallon (2)
Direct Interest
No. of Shares
%
Deemed interest
%
No. of Shares
97,720,806
19.51
97,566,806
19.47
-
-
-
-
15,133,000
3.02
23,812,000
4.75
-
-
-
-
97,720,806
19.51
97,566,806
19.47
54,000
0.01
97,566,806
19.47
Note:
1.
2.
3.
Mr James Finbarr Fitzgerald and his spouse (Olive Teresa Fitzgerald) are the trustees of the JF & OT Fitzgerald Family Trust. Pursuant
to Section 4(3) of the Securities and Futures Act (SFA), Mr James Finbarr Fitzgerald and his spouse (Olive Teresa Fitzgerald), their
children
(Sean Fitzgerald, Claire Fitzgerald and Sarah Fitzgerald) and Parglade Holdings Pty Ltd (which is equally held by Mr James Finbarr
Fitzgerald and his spouse) are deemed to have an interest in the Shares owned by JF & OT Fitzgerald Family Trust, which are legally
held in the names of Mr James Finbarr Fitzgerald and his spouse, Olive Teresa Fitzgerald, as trustees.
Goldfirm Pty Ltd is the trustee of the Kariong Investment Trust. Mr Patrick John Tallon has a deemed interest in the Shares which are
held by Goldfirm Pty Ltd as trustee. Pursuant to Section 4(3) of the SFA, Mr Patrick John Tallon is also deemed to have interest in
the Shares owned by the Kariong Investment Trust, which are legally held in the name of Goldfirm Pty Ltd, as trustee.
Michael Lorrain Vaz has deemed interest in 23,812,000 shares which are held by Clarendon Pacific Ventures Pte. Ltd.
Percentage of Shareholding in Public’s Hands
Based on Shareholders’ Information as at 16 September 2021 and to the best knowledge of the Directors, approximately
54.6% of the issued ordinary shares of the Company is held in the hands of the public (on basis of information available to
the Company). Accordingly, the Company has complied with Rule 723 of the Listing Manual of the Singapore Exchange
Securities Trading Limited.
166166
167
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notice of
Annual General Meeting
CIVMEC LIMITED
Company Registration No. 201011837H
(Incorporated in the Republic of Singapore)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held by electronic means on Friday, 29
October 2021 at 10:30 a.m. to transact the following businesses:
As Ordinary Business:
1
2
3
To receive and adopt the Audited Financial Statements of the Company for the financial
year ended 30 June 2021 together with the Directors’ Statement and Independent
Auditors’ Report thereon.
To approve the payment of a tax exempt (foreign sourced) Final Dividend of 1.0 Australian
cents per ordinary share for the financial year ended 30 June 2021.
For the purposes of ASX Listing Rule 10.17, and for all other purposes, to approve the
payment of non-executive Directors’ fees of S$257,000 for the financial year ending 30
June 2022, to be paid quarterly in arrears. (FY2021: S$242,000).
Ordinary
Resolution 1
Ordinary
Resolution 2
Ordinary
Resolution 3
[See Explanatory Note (i)]
Voting Exclusion: In accordance with Listing Rule 14.11, the Company will disregard any
votes cast in favour of the resolution set out by or on behalf of a Director or an associate
of that person or those persons. However, this does not apply to a vote cast in favour of
the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with the directions given to the proxy or attorney to
vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded
from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
4
To re-elect the following Directors retiring pursuant to Regulation 118 of the Company’s
Constitution and for the purposes of ASX Listing Rule 14.5:
(a) Mr James Finbarr Fitzgerald
[See Explanatory Note (v)]
(b) Mr Patrick John Tallon
[See Explanatory Note (v)]
(c) Mr Kevin James Deery
[See Explanatory Note (v)]
5
To re-elect the following Directors retiring pursuant to Regulation 118 of the Company’s
Constitution and for the purposes of ASX Listing Rule 14.5, and Rule 210(5)(d)(iii)(A) of the
Listing Manual of the SGX-ST that take effect from 1 January 2022:
(a) Mr Chong Teck Sin
[See Explanatory Notes (ii) and (v)]
(b) Mr Wong Fook Choy Sunny
[See Explanatory Notes (iii) and (v)]
(c) Mr Douglas Owen Chester
[See Explanatory Notes (iv) and (v)
6
To re-appoint Messrs Moore Stephens LLP as the Auditors of the Company and to
authorise the Directors to fix their remuneration.
Ordinary
Resolution 4
Ordinary
Resolution 5
Ordinary
Resolution 6
Ordinary
Resolution 7
Ordinary
Resolution 8
Ordinary
Resolution 9
Ordinary
Resolution 10
166
167
167
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notice of
Annual General Meeting
As Special Business:
To consider and, if thought fit, to pass with or without modifications the following resolutions, will be proposed as Ordinary
Resolutions:-
7
Authority to allot and issue shares
THAT pursuant to Section 161 of the Companies Act, Chapter 50 of Singapore (the
“Companies Act”), and the listing rules of the Singapore Exchange Securities Trading
Limited (“SGX-ST”), and subject to the Company’s compliance with the requirements of
the ASX Listing Rules, authority be and is hereby given for the Directors of the Company
(“Directors”) at any time to such persons and upon such terms and for such purposes as
the Directors may in their absolute discretion deem fit, to:
Ordinary Resolution 11
(i)
issue shares in the capital of the Company whether by way of rights, bonus
or otherwise;
(ii) make or grant offers, agreements or options that might or would require
shares to be issued or other transferable rights to subscribe for or purchase
shares (collectively, “Instruments”) including but not limited to the creation
and issue of warrants, debentures or other instruments convertible into
shares;
(iii) issue additional Instruments arising from adjustments made to the number of
Instruments previously issued in the event of rights, bonus or capitalisation
issues;
and (notwithstanding the authority conferred by this Resolution may have ceased to be in
force) issue shares in pursuant to any Instrument made or granted by the Directors while
the Resolution was in force, provided always that:
(a) the aggregate number of shares to be issued pursuant to this Resolution
(including shares to be issued in pursuance of Instruments made or granted
pursuant to this Resolution) does not exceed fifty per centum (50%) of the
Company’s total number of issued shares (excluding treasury shares and shares
(if any) held by a subsidiary), of which the aggregate number of shares (including
shares to be issued in pursuance of Instruments made or granted pursuant to
this Resolution) to be issued other than on a pro-rata basis to shareholders of
the Company does not exceed twenty per centum (20%) of the total number of
issued shares (excluding treasury shares and shares (if any) held by a subsidiary),
and for the purpose of this Resolution, the total number of issued shares
(excluding treasury shares and shares (if any) held by a subsidiary) shall be the
Company’s total number of issued shares (excluding treasury shares and shares
(if any) held by a subsidiary) at the time this Resolution is passed, after adjusting
for:
(i) new shares arising from the conversion or exercise of convertible securities,
or
(ii) new shares arising from exercising share options or vesting of share awards
outstanding or subsisting at the time this Resolution is passed, and
(iii) any subsequent bonus issue, consolidation or subdivision of the Company’s
shares;
Adjustments in accordance with (i), (ii) and (iii) above are only to be made in respect of
new shares arising from convertible securities, share options or share awards which were
issued and outstanding or subsisting at the time of the passing of this resolution.
(b) in exercising the authority conferred by this Resolution, the Company shall
comply with the provisions of the Listing Manual of the SGX-ST for the time
being in force (unless such compliance has been waived by the SGX-ST) and the
Constitution for the time being of the Company; and
such authority shall, unless revoked or varied by the Company at a general meeting,
continue in force until the conclusion of the next Annual General Meeting or the date by
which the next Annual General Meeting of the Company is required by law to be held,
whichever is earlier.
[See Explanatory Note (vi)]
168168
169
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Notice of
Annual General Meeting
As Special Business (continued)
8
Adoption of Civmec Key Senior Executives Performance Rights Plan
Ordinary Resolution 12
That, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes,
approval is given for the Company to adopt an employee incentive scheme titled “Civmec
Key Senior Executives Performance Rights Plan” and for the issue of securities under that
Plan, on the terms and conditions set out in Explanatory Note (vii).
[See Explanatory Note (vii)]
Voting Exclusion: In accordance with ASX Listing Rule 14.11, the Company will disregard
any votes cast in favour of the Resolution by A person who is eligible to participate in the
employee incentive scheme or an associate of that person or those persons. However,
this does not apply to a vote cast in favour of the Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with the directions given to the proxy or attorney to
vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded
from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
9
Proposed Grant of Performance Rights to Mr Kevin James Deery, a Director of the
Company, under the Civmec Key Senior Executives Performance Rights Plan
Ordinary
Resolution 13
THAT, subject to the passing of Resolution 19, for the purposes of ASX Listing Rule 10.14,
and for all other purposes:
(a) approval be given for the grant of Performance Rights covering 334,000 fully-
paid Shares to Mr Kevin James Deery, upon such terms to be determined by the
Remuneration Committee, in accordance with the rules of the Civmec PRP; and
(b) the Directors be and are hereby authorised to allot and issue from time to time
such number of fully-paid Shares as may be required to be delivered pursuant to
the vesting of such Performance Rights under the Civmec PRP.
[See Explanatory Note (viii)]
Voting Exclusion: In accordance with ASX Listing Rule 14.11, the Company will disregard
any votes cast in favour of the Resolution by or on behalf any person referred to in ASX
Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme in question (including Mr Kevin James Deery) or an associate of that
person or those persons. However, this does not apply to a vote cast in favour of the
Resolution by:
(a) a person as a proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with the directions given to the proxy or attorney to
vote on the Resolution in that way; or
(b) the Chair as proxy or attorney for a person who is entitled to vote on the
Resolution, in accordance with a direction given to the Chair to vote on the
Resolution as the Chair decides; or
(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity
on behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary
is not excluded from voting, and is not an associate of a person excluded
from voting, on the Resolution; and
(ii) the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
168
169
169
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notice of
Annual General Meeting
As Special Business (continued)
10
Continued appointment of Mr Chong Teck Sin as an Independent Director
for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST by
shareholders, excluding Directors and the Chief Executive Officer (“CEO”) of the
Company, and associates of such Directors and CEO (which will take effect from 1
January 2022)
Ordinary
Resolution 14
Subject to and contingent upon the passing of Resolution 8 and pursuant to Rule 210(5)
(d)(iii)(B) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022),
shareholders (excluding Directors and the CEO of the Company, and associates of such
Directors and CEO) to approve Mr Wong Fook Choy Sunny’s continued appointment as
an Independent Director in accordance with Rule 210(5)(d)(iii)(B) of the SGX-ST Listing
Manual, and such Resolution shall remain in force until the earlier of (i) Mr Wong Fook
Choy Sunny’s retirement or resignation; or (ii) the conclusion of the third AGM following
the passing of this Resolution.
[See Explanatory Notes (ii)]
Voting Exclusion: For the purposes of this Resolution, the Directors and the CEO of the
Company and their respective associates (as defined in the Listing Manual of the SGX-
ST):
(a) shall abstain from voting; and
(b) must not accept appointment as proxies unless specific instructions as to voting
are given. Any votes cast by such persons in contravention of the foregoing
shall be disregarded for the purposes of determining if this Resolution has been
passed in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-
ST.
11
Continued appointment of Mr Wong Fook Choy Sunny as an Independent Director
for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST by
shareholders, excluding Directors and the Chief Executive Officer (“CEO”) of the
Company, and associates of such Directors and CEO (which will take effect from 1
January 2022)
Ordinary
Resolution 15
Subject to and contingent upon the passing of Resolution 8 and pursuant to Rule 210(5)
(d)(iii)(B) of the Listing Manual of the SGX-ST (which will take effect from 1 January 2022),
shareholders (excluding Directors and the CEO of the Company, and associates of such
Directors and CEO) to approve Mr Wong Fook Choy Sunny’s continued appointment as
an Independent Director in accordance with Rule 210(5)(d)(iii)(B) of the SGX-ST Listing
Manual, and such Resolution shall remain in force until the earlier of (i) Mr Wong Fook
Choy Sunny’s retirement or resignation; or (ii) the conclusion of the third AGM following
the passing of this Resolution.
[See Explanatory Notes (ii)]
Voting Exclusion: For the purposes of this Resolution, the Directors and the CEO of the
Company and their respective associates (as defined in the Listing Manual of the SGX-
ST):
(a) shall abstain from voting; and
(b) must not accept appointment as proxies unless specific instructions as to voting
are given. Any votes cast by such persons in contravention of the foregoing
shall be disregarded for the purposes of determining if this Resolution has been
passed in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-
ST.
170170
171
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notice of
Annual General Meeting
As Special Business (continued)
12
Continued appointment of Mr Douglas Owen Chester as an Independent Director
for purposes of Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST by
shareholders, excluding Directors and the Chief Executive Officer (“CEO”) of the
Company, and associates of such Directors and CEO (which will take effect from 1
January 2022)
Ordinary
Resolution 16
Subject to and contingent upon the passing of Resolution 9 above and pursuant to Rule
210(5)(d)(iii)(B) of the Listing Manual of the SGX-ST (which will take effect from 1 January
2022), shareholders (excluding Directors and the CEO of the Company, and associates of
such Directors and CEO) to approve Mr Douglas Owen Chester’s continued appointment
as an Independent Director in accordance with Rule 210(5)(d)(iii)(B) of the SGX-ST Listing
Manual, and such Resolution shall remain in force until the earlier of (i) Mr Douglas Owen
Chester’s retirement or resignation; or (ii) the conclusion of the third AGM following the
passing of this Resolution.
[See Explanatory Notes (iii) ]
Voting Exclusion: For the purposes of this Resolution, the Directors and the CEO of the
Company and their respective associates (as defined in the Listing Manual of the SGX-
ST):
(a) shall abstain from voting; and
(b) must not accept appointment as proxies unless specific instructions as to voting
are given. Any votes cast by such persons in contravention of the foregoing
shall be disregarded for the purposes of determining if this Resolution has been
passed in accordance with Rule 210(5)(d)(iii)(B) of the Listing Manual of the SGX-
ST.
13
To transact any other business which may properly be transacted at an Annual General
Meeting.
BY ORDER OF THE BOARD
James Finbarr Fitzgerald
Executive Chairman
14 October 2021
170
171
171
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Notice of
Annual General Meeting
Explanatory Notes: -
(i) Ordinary Resolution 3 seeks Shareholder approval for the purposes of ASX Listing Rule 10.17 (and for all other
purposes) to increase the total aggregate amount of fees payable to non-executive Directors to S$257,000.
Listing Rule 10.17 provides that an entity must not increase the total aggregate amount of directors’ fees payable to all
of its non-executive directors without the approval of holders of its ordinary securities.
Directors’ fees include all fees payable by the entity or any of its child entities to a non-executive director for acting as a
director of the entity or any of its child entities (including attending and participating in any board committee meetings),
superannuation contributions for the benefit of a non-executive director and any fees which a non-executive director
agrees to sacrifice for other benefits. It does not include reimbursement of genuine out of pocket expenses, genuine
“special exertion” fees paid in accordance with an entity’s constitution, or securities issued to a non-executive director
under Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.
If Ordinary Resolution 3 is passed, the maximum aggregate amount of fees payable to the non-executive Directors will
increase by S$15,000 to S$257,000. The increase to maximum aggregate amount of fees payable may enable the
Company to:
(a) fairly remunerate both existing and any new non-executive directors joining the Board;
(b) remunerate its non-executive Directors appropriately for the expectations placed upon them both by the Company
and the regulatory environment in which it operates; and
(c) have the ability to attract and retain non-executive directors whose skills and qualifications are appropriate for a
company of the size and nature of the Company.
If Ordinary Resolution 3 is not passed, the maximum aggregate amount of fees payable to non-executive Directors will
remain at S$242,000. This may inhibit the ability of the Company to remunerate, attract and retain appropriately skilled
non-executive directors.
In the past three years, the Company has not issued any securities to non-executive Directors pursuant to ASX Listing
Rules 10.11 and 10.14.
(ii) Ordinary Resolution 7 and 14 relate to Mr Chong Teck Sin’s re-election as a Director of the Company and his continued
designation as an Independent Non-Executive Director. As of 1 January 2022, Mr Chong would have been a Director
of the Company for an aggregate period of more than 9 years and will cease to be regarded as independent on such
date pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which will come into effect on 1 January 2022),
unless Resolution 7 and Resolution 14 are both passed.
If Resolution 7 and Resolution 14 are both passed, Mr Chong will continue to be designated as an Independent Non-
Executive Director of the Company for the duration specified in Resolution 14.
If only Resolution 7 is passed but Resolution 14 is not passed, Mr Chong shall continue to be designated as an
Independent Non-Executive Director of the Company up to and including 31 December 2021, and shall thereafter be
re-designated as a non-independent Non-Executive Director as of and from 1 January 2022.
Mr Chong will, upon re-election as Director of the Company, remain as Chairman of Audit Committee and Risks and
Conflicts Committee and a member of Nominating and Remuneration Committees.
Key information on Mr Chong can be found on the section “Board of Directors” of the Annual Report 2021.
(iii) Ordinary Resolution 8 and 15 relate to Mr Wong Fook Choy’s re-election as a Director of the Company and his
continued designation as an Independent Non-Executive Director. As of 1 January 2022, Mr Wong would have been a
Director of the Company for an aggregate period of more than 9 years and will cease to be regarded as independent on
such date pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which will come into effect on 1 January
2022), unless Resolution 8 and Resolution 15 are both passed.
If Resolution 8 and Resolution 15 are both passed, Mr Wong will continue to be designated as an Independent Non-
Executive Director of the Company for the duration specified in Resolution 15.
If only Resolution 8 is passed but Resolution 15 is not passed, Mr Wong shall continue to be designated as an
Independent Non-Executive Director of the Company up to and including 31 December 2021, and shall thereafter be
re-designated as a non-independent Non-Executive Director as of and from 1 January 2022.
172172
173
CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Notice of
Annual General Meeting
Explanatory Notes (continued)
Mr Wong, will, upon re-election as Director of the Company, remain as Chairman of Remuneration Committee and a
member of Audit, Risks and Conflicts and Nominating Committees. Key information on Mr Wong can be found on the
section “Board of Directors” of the Annual Report 2021.
(iv) Ordinary Resolution 9 and 16 relate to Mr Douglas Owen Chester’s re-election as a Director of the Company and his
continued designation as an Independent Non-Executive Director. As of 1 January 2022, Mr Chester would have been
a Director of the Company for an aggregate period of more than 9 years and will cease to be regarded as independent
on such date pursuant to Rule 210(5)(d)(iii) of the Listing Manual of the SGX-ST (which will come into effect on 1 January
2022), unless Resolution 9 and Resolution 16 are both passed.
If Resolution 9 and Resolution 16 are both passed, Mr Chester will continue to be designated as an Independent Non-
Executive Director of the Company for the duration specified in Resolution 16.
If only Resolution 9 is passed but Resolution 16 is not passed, Mr Chester shall continue to be designated as an
Independent Non-Executive Director of the Company up to and including 31 December 2021, and shall thereafter be
re-designated as a non-independent Non-Executive Director as of and from 1 January 2022.
Mr Chester, will, upon re-election as Director of the Company, remain as Chairman of Nominating Committee and a
member of Audit, Risks and Conflicts and Remuneration Committees. Key information on Mr Douglas Chester can be
found on the section “Board of Directors” of the Annual Report 2021.
(v) Each of Resolutions No. 4 to 9 are also included for the purpose of ASX Listing Rule 14.5, which provides that an entity
which has directors must hold an election of directors at each annual general meeting.
(vi) Resolution No. 11, if passed, will empower the Directors of the Company from the date of the passing of Resolution
No. 11 to the date of the next Annual General Meeting or the date by which the next Annual General Meeting of
the Company is required by law to be held, whichever is the earlier, to issue shares in the capital of the Company
and to make or grant instruments (such as warrants or debentures) convertible into shares, and to issue shares in
pursuance of such instruments, up to an amount not exceeding in total 50% of the issued shares (excluding treasury
shares and shares (if any) held by a subsidiary) in the capital of the Company, with a sub-limit of 20% of the issued
shares (excluding treasury shares and shares (if any) held by a subsidiary) for issues other than on a pro-rata basis to
shareholders.
Any issue of securities pursuant to Resolution No. 11 will be made subject to the Company’s compliance with ASX
Listing Rule requirements including, but not limited to, the Company’s ability to issue securities under ASX Listing Rule
7.1 at any given time. Resolution No. 11 is not a prior approval for the issue of securities pursuant to ASX Listing Rule
7.1.
(vii) Resolution 12 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Civmec Key Senior
Executives Performance Rights Plan” (Civmec PRP) and for the issue of Performance Rights under the Civmec PRP in
accordance with ASX Listing Rule 7.2 (Exception 13(b)).
The objective of the Civmec PRP is to attract, motivate and retain key senior executives and the Company considers
that the adoption of the Performance Rights Plan and the future issue of Performance Rights under the Civmec PRP will
provide selected employees with the opportunity to participate in the future growth of the Company.
As summarised in Explanatory Note (vi) above, ASX Listing Rule 7.1 limits the amount of equity securities that a listed
company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary
shares it had on issue at the start of that period.
Listing Rule 7.2 (Exception 13(b)) provides that ASX Listing Rule 7.1 does not apply to an issue of securities under an
employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s
ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does
not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the
meeting at which shareholder approval was obtained pursuant to ASX Listing Rule 7.2 (Exception 13(b). Exception 13(b)
also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of
meeting.
172
173
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
Notice of
Annual General Meeting
Explanatory Notes (continued)
If Resolution 12 is passed, the Company will be able to issue Performance Rights under the Civmec PRP to eligible
participants over a period of 3 years. The issue of any Performance Rights to eligible participants under the Civmec PRP
(up to the maximum number of Performance Rights stated in sub-section (b) below) will be excluded from the calculation
of the number of equity securities that the Company can issue without Shareholder approval under ASX Listing Rule 7.1.
For the avoidance of doubt, the Company must seek Shareholder approval under ASX Listing Rule 10.14 in respect of
any future issues of Performance Rights under the Civmec PRP to a related party or a person whose relationship with
the Company or the related party is, in ASX’s opinion, such that approval should be obtained. To this end, the Company
is seeking approval for the issue of Performance Rights under the Civmec PRP to Mr Kevin James Deery pursuant to
Resolutions 13.
If Resolution 12 is not passed, the Company will be able to proceed with the issue of Performance Rights under the
Civmec PRP to eligible participants, but any issues of Performance Rights will reduce, to that extent, the Company’s
capacity to issue equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period
following the issue of the Performance Rights.
Pursuant to and in accordance with ASX Listing Rule 7.2 (Exception 13), the following information is provided in relation
to Resolution 12:
(a) a summary of the key terms and conditions of the Civmec PRP is set out in the Schedule;
(b) the Company has issued 15,937,993 Performance Rights under the Civmec PRP since the Civmec PRP was last
approved by Shareholders on 25 October 2018; and
(c) the maximum number of securities proposed to be issued under the Civmec PRP, following Shareholder approval, is
50,000,000 Performance Rights which includes the Performance Rights proposed to be issued under Resolutions
13. It is not envisaged that the maximum number of securities for which approval is sought will be issued immediately.
(viii) Resolution No. 13 seeks shareholders’ approval for the grant of Performance Rights covering 334,000 Shares to Mr
Kevin James Deery upon such terms to be determined by the Remuneration Committee in accordance with the rules of
the Civmec PRP, and the allotment and issuance from time to time such number of fully-paid Shares as may be required
to be delivered pursuant to the vesting of such Performance Rights under the Civmec PRP. Mr Kevin James Deery is
Chief Operating Officer of the Company.
ASX Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities
under an employee incentive scheme without the approval of the holders of its ordinary securities:
10.14.1 a director of the entity; or
10.14.2 an associate of a director of the entity; or
10.14.3 a person whose relationship with the entity or a person referred to in ASX Listing Rules 10.14.1 to 0.14.2 is
such that, in ASX’s opinion, the acquisition should be approved by security holders.
The issue of Performance Rights to Mr Kevin James Deery falls within ASX Listing Rule 10.14.1 and therefore requires
the approval of shareholders under ASX Listing Rule 10.14.
If Resolution No. 13 is passed, the Company will be able to proceed with the issue of the Performance Rights to Mr
Kevin James Deery under the Civmec PRP within 3 years after the date of the Meeting (or such later date as permitted
by any ASX waiver or modification of the Listing Rules). As approval pursuant to ASX Listing Rule 7.1 is not required for
the issue of the Performance Rights (because approval is being obtained under ASX Listing Rule 10.14), the issue of the
Performance Rights will not use up any of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule
7.1.
If Resolution No. 13 is not passed, the Company will not be able to proceed with the issue of the Performance Rights to
Mr Kevin James Deery under the Civmec PRP.
Pursuant to and in accordance with the requirements of ASX Listing Rule 10.15, the following information is provided in
relation to the proposed grant of the Performance Rights.
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Explanatory Notes (continued)
(a) The Performance Rights will be issued to Mr Kevin James Deery, who falls within the category set out in Listing Rule
10.14.1, by virtue of being a Director.
(b) The maximum number of Performance Rights to be issued to Mr Kevin James Deery is 334,000.
(c) The current total remuneration package for Mr Kevin James Deery is $593,568, comprising of salary and allowances
of $570,000, a superannuation payment of $23,568 and share-based payments of $NIL. If the Performance Rights
are issued, the total remuneration package of Mr Kevin James Deery will increase by $167,000 to $760,568, being
the value of the Performance Rights (based on the Black-Scholes methodology).
(d) The Civmec PRP was adopted by shareholders on 25 October 2018. 1,940,000 Performance Rights have previously
been issued to Mr Kevin James Deery for nil cash consideration under the Civmec PRP. Of those rights previously
issued, 522,000 have been cancelled, 228,000 have vested and been converted to shares and 1,190,000 remain.
(e) The Performance Rights are unquoted performance rights. The Company has chosen to grant the Performance
Rights to Mr Kevin James Deery for the following reasons:
a. the Performance Rights are unlisted, therefore the grant of the Performance Rights has no immediate dilutionary
impact on shareholders;
b. the issue of Performance Rights to Mr Kevin James Deery will align the interests of Mr Kevin James Deery with
those of shareholders;
c. the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective
remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash
reserves on its operations than it would if alternative cash forms of remuneration were given to Mr Kevin James
Deery; and
d. it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the
Company in granting the Performance Rights on the terms proposed.
(f) The Company values the Performance Rights at A$167,000 (being A$0.50 per Performance Right) based on the
Black-Scholes methodology using the following assumptions:
Valuation of the underlying Shares
S0.575
Valuation date
01 October 2021
Commencement of performance/vesting period
01 July 2021
Performance measurement/vesting date
Expiry date
Term of the Performance Right
Volatility (discount)
Risk free interest rate
Gross Dividend Yield
30 June 2024
30 June 2031
3 Years
25%
0.1%
5.0%
(g) The issue price of the Performance Rights will be nil, as such no funds will be raised from the issue of the
Performance Rights.
(h) A summary of the material terms and conditions of the Civmec PRP is set out in the Schedule.
(i) No loan is being made to Mr Kevin James Deery in connection with the acquisition of the Performance Rights.
(j) Details of any Performance Rights issued under the Civmec PRP will be published in the annual report of the
Company relating to the period in which they were issued, along with a statement that approval for the issue was
obtained under ASX Listing Rule 10.14.
(k) Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of
Performance Rights under the Civmec PRP after Resolution No. 12 is approved and who were not named in this
Notice will not participate until approval is obtained under ASX Listing Rule 10.14.
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Explanatory Notes (continued)
(l) Key Senior Executives (including Controlling Shareholders and Associates of such Controlling Shareholders, each
as defined in the Listing Manual of the SGX-ST) who have attained the age of 21 years and hold such rank as may
be designated by the Remuneration Committee from time to time, will be eligible to participate in the Civmec PRP.
Directors, James Finbarr Fitzgerald, Patrick John Tallon and Kevin James Deery, are eligible to participate in the
Civmec PRP. Non-Executive Directors are not eligible to participate in the Civmec PRP. Subject to the absolute
discretion of the Remuneration Committee, Controlling Shareholders and their Associates who meet the criteria
as set out above are eligible to participate in the Civmec PRP, provided that (i) the participation of each Controlling
Shareholder or his Associate, and (ii) the actual number and terms of the Performance Rights to be granted to
them have been approved by independent shareholders in separate resolutions for each such person – accordingly
approval is being sought for the issue of Performance Rights to Mr Kevin James Deery.
(m) The Performance Rights will be issued to Mr Kevin James Deery no later than 12 months after the date of the Annual
General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is
anticipated the Related Party Performance Rights will be issued on one date.
(n) The terms of the Performance Rights are in accordance with the Civmec PRP subject to the key terms and
conditions of the Performance Rights set out below.
The Performance Rights to be granted to Mr Kevin James Deery will vest based on the performance of Mr Kevin
James Deery over a three (3) year performance period from 1 July 2021 to 30 June 2024.
The aggregate number of Performance Rights which shall vest in favour of Mr Kevin James Deery, will be based on the
achievement of certain predetermined performance targets (which are based on absolute earnings per share (“aEPS”))
as determined by the Remuneration Committee in accordance with the Civmec PRP. The vesting schedule is as follows:
Long Term Incentive Proportion Vesting – Number of Performance
Rights to be vested, calculated as a percentage of the number of
Performance Rights for each performance period
Absolute Earnings per Share
50%
On a pro rata basis between 50% and 100%
100%
In addition:
Target – If the aEPS achieved is equal to 90% of
the three-year average annual result
Between Target and Stretch – If the aEPS achieved
is more than 90% but not more than 110% of the
three-year average annual result
Stretch – If the aEPS achieved is more than 110%
of three-year average annual result
• Upon satisfaction of the relevant vesting condition attached to a Performance Right, the Performance Right shall vest
and will convert into 1 fully paid ordinary share in the capital of the Company.
• A Performance Right does not entitle a holder (in their capacity as a holder of a Performance Right) to participate in
new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.
• The Performance Rights are not transferable.
•
If at any time the issued capital of the Company is reconstructed, all rights of a holder will be changed in a manner
consistent with the applicable ASX Listing Rules at the time of reorganisation.
• The Performance Rights do not confer on the holder an entitlement to vote (except as otherwise required by law) or
receive dividends.
•
If the vesting condition attached to the relevant Performance Right has not been satisfied within the relevant time
period set out above, the relevant Performance Rights will automatically lapse.
Notes:
i. Alternative arrangements relating to attendance at the Annual General Meeting (“AGM”) via electronic means (including
arrangements by shareholders can participate at the AGM by observing and/or listening to the proceedings of the
AGM through either live audio-visual webcast or live audio-only stream (“electronic means”), submission of questions
in advance of the AGM, addressing of substantial and relevant questions, are set out in the Company’s announcement
dated 14 October 2021 (the “Announcement”), which has been uploaded together with this Notice of AGM on SGXNet
on the same day. The Announcement may also be assessed on the Company’s website www.civmec.com.au . For the
avoidance of doubt, the aforesaid section is circulated together with and forms part of this Notice of AGM.
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Notes (continued)
ii. Due to the current COVID-19 restriction orders in Singapore, a member of the Company will not be able to attend the
AGM in person. A member of the Company (whether individual or corporate and including a Relevant Intermediary*)
must appoint the Chairman of the AGM in as his/her/its proxy to attend, speak and vote on his/her/its behalf at the
AGM, if such member wishes to exercise his/her/its voting rights at the AGM. In appointing the Chairman of the AGM
as proxy, a member of the Company (whether individual or corporate and including a Relevant Intermediary*) must give
specific instructions as to voting, or abstentions from voting, in the form of proxy, failing which the appointment will be
treated as invalid.
iii. The Chairman of the AGM, as proxy, need not be a member of the Company.
iv.
In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing the
Chairman of the AGM as proxy lodged if the member, being the appointor, is not shown to have Shares entered against
his name in the Depository Register as at seventy-two (72) hours before the time appointed for holding the AGM (i.e. by
10:30am. on 26 October 2021), as certified by The Central Depository (Pte) Limited to the Company.
v. An investor who holds shares under the Supplementary Retirement Scheme (“SRS Investor”) who wish to vote at the
AGM should approach their respective agent banks to submit their votes at least seven (7) working days before the
date of the AGM (i.e. by 10:30 am. on 20 October 2021). SRS Investors are requested to contact their respective agent
banks for any queries they may have with regard to the appointment of the Chairman of the AGM as proxy for the AGM.
vi. Voting by holders of CDIs: Holders of CHESS Depositary Interests over Shares (“CDIs”) are entitled to attend the Annual
General Meeting, provided that they cannot vote at the meeting, and if they wish to vote they must direct CHESS
Depositary Nominees Pty Ltd (“CDN”), the holder of legal title of the CDIs, how to vote in advance of the meeting
pursuant to the instructions set out in the accompanying voting instruction form. If you are a holder of CDIs, please sign
and date the enclosed voting instruction form and return it in accordance with the instructions on your voting instruction
form.
vii. The instrument appointing the Chairman of the AGM as a proxy, together with the power of attorney or other authority
under which it is signed (if applicable) or a duly certified copy thereof, must:
(a) be deposited at the office of the Company’s Share Registrar at 80 Robinson Road #11-02, Singapore 068898; or
(b) send electronic mail to agm@civmec.com.au enclosing signed PDF copy of the Proxy Form;
not less than seventy-two (72) hours before the time appointed for the AGM.
* A Relevant Intermediary is:
(a) a banking corporation licensed under the Banking Act (Chapter 19) or a wholly-owned subsidiary of such a banking
corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
(b) a person holding a capital markets services licence to provide custodial services for securities under the Securities
and Futures Act (Chapter 289) and who holds shares in that capacity; or
(c) the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36), in respect of shares
purchased under the subsidiary legislation made under that Act providing for the making of investments from the
contributions and interest standing to the credit of members of the Central Provident Fund, if the Central Provident
Fund Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary
legislation.
RECORD DATE
Subject to members’ approval to the proposed final dividend at the forthcoming Annual General Meeting, the Register
of Members and Share Transfer Books of Civmec Limited (the “Company”) will be closed on 7 December 2021, for the
preparation of dividend warrants to the proposed tax exempt (Foreign Sourced) Final dividend of A$0.01 for the financial
year ended 30 June 2021 (“Final Dividend”).
Duly completed registrable transfers in respect of the shares in the Company received up to 5:00 p.m. on 6 December
2021 (“Record Date”) by the Company’s Singapore Share Registrar, Tricor Barbinder Share Registration Services (a division
of Tricor Singapore Pte. Ltd.), 80 Robinson Road, #02-00 Singapore 068898 will be registered to determine Members’
entitlements to the Final Dividend. Members whose Securities Accounts with The Central Depository (Pte) Limited are
credited with shares in the Company as at 5:00 p.m. on the Record Date will be entitled to the Final Dividend.
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The Proposed Final Dividend, if approved at the forthcoming Annual General Meeting, will be paid on 17 December 2021.
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PERSONAL DATA PRIVACY
By (a) submitting an instrument appointing the Chairman of the Annual General Meeting as proxy to vote at the Annual
General Meeting and/or any adjournment thereof, and/or (b) by registering to attend the AGM via electronic means, and/ or
(c) submitting any question prior to the AGM in accordance with this Notice of AGM, a member of the Company consents
to the collection, use and disclosure of the member’s personal data by the Company (or its agents or service providers) for
the following purposes:
(i) processing, administration and analysis by the Company (or its agents or service providers) of the appointment of the
Chairman of the AGM as proxy for the AGM (including any adjournment thereof) and the preparation and compilation of
the attendance lists, proxy lists, minutes and other documents relating to the AGM (including any adjournment thereof);
(ii) processing the pre-registration forms for purposes of granting access to members (or their corporate representatives in
the case of members who are legal entities) to participate at the AGM by electronic means to observe the proceedings
of the AGM and providing them with any technical assistance, where necessary;
(iii) addressing relevant and substantial questions from members received before the AGM and if necessary, following up
with the relevant members in relation to such questions;
(iv) preparation and compilation of the attendance lists, proxy list, minutes and other documents relating to the AGM
(including any adjournment thereof); and
(v) enabling the Company (of its agents or service providers) to comply with any applicable laws, listing rules, regulations
and/or guidelines by the relevant authorities.
Photographic, sound and/or video recordings of the AGM may be made by the Company for record keeping and to ensure
the accuracy of the minutes prepared of the AGM. Accordingly, the personal data of a member of the Company (such as his
name, his presence at the AGM and any questions he may raise or motions he propose/second) may be recorded by the
Company for such purpose.
SCHEDULE – SUMMARY OF CIVMEC PRP
The key terms of the Civmec PRP are as follows:
(a) Eligibility
Key Senior Executives (including Controlling Shareholders and Associates of such Controlling Shareholders, each as
defined in the Listing Manual) who have attained the age of 21 years and hold such rank as may be designated by the
Committee from time to time, will be eligible to participate in the Civmec PRP.
Subject to the absolute discretion of the Committee, Controlling Shareholders and their Associates who meet the
criteria as set out above are eligible to participate in the Civmec PRP, provided that (i) the participation of each
Controlling Shareholder or his Associate, and (ii) the actual number and terms of the Performance Rights to be granted
to them have been approved by independent Shareholders in separate resolutions for each such person.
Non-Executive Directors shall not be eligible to participate in the Civmec PRP.
(b) Performance Rights
Performance Rights represent the right of a Participant to receive fully paid Shares free of charge, provided that certain
prescribed performance targets are met and/or after expiry of the prescribed vesting period(s) (where applicable), in
accordance with the rules of the Civmec PRP.
A Performance Right shall be personal to the Participant to whom it is granted and, prior to the delivery to the
Participant of the Award Shares, shall not be transferred, charged, assigned, pledged or otherwise disposed of, in
whole or in part, except with the prior approval of the Committee.
(c) Participants
The selection of a Participant and the number of Award Shares to be granted to a Participant in accordance with the
Civmec PRP shall be determined at the discretion of the Committee, which may take into account such criteria as
it considers fit, including (but not limited to) his rank, job performance, creativity, innovativeness, entrepreneurship,
resourcefulness, years of service and potential for future development, his contribution to the success and development
of the Group and the degree of difficulty of fulfilling the performance condition(s) within the performance period.
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SCHEDULE – SUMMARY OF CIVMEC PRP (continued)
(d) Details of Performance Rights
The Committee shall decide, in relation to each Performance Right to be granted to a Participant:
(i)
the Award Date;
(ii)
the performance condition(s) and relevant performance period;
(iii) the number of Performance Rights which shall vest on the performance condition(s) being satisfied (whether fully
or partially) or exceeded or not being satisfied, as the case may be, at the end of the performance period;
(iv) the vesting date(s);
(v) the vesting period(s), if any; and
(vi) whether:
(1) the Award Shares shall be delivered within the prescribed automatic timeline stipulated in the Civmec PRP; or
(2) the Participant has the ability to elect to choose a deferred timeline whereby the Company shall deliver the
Award Shares to the Participant, subject to the following:
(a) such election must be made by the Participant and notified to the Company prior to expiration of the
Relevant Period; and
(b) in the event that no election is made by the Participant in respect of a vested Performance Right prior to
the expiration of the Relevant Period, the Company shall deliver the aggregate number of Award Shares
underlying the aggregate corresponding number of vested Performance Rights within [14] calendar days
from the expiration of the Relevant Period;
(vii) the time and circumstances when Performance Rights lapse, provided that once vested, the Performance Rights
shall not lapse; and
(viii) any other condition which the Committee may determine in relation to that Performance Right.
(e) Timing
The Committee may grant Performance Rights at any time during the period when the Civmec PRP is in force. An
Award Letter confirming the Performance Right and specifying, inter alia, the Award Date, the number of Award Shares,
the prescribed performance condition(s), the performance period during which the prescribed performance condition(s)
is/are to be attained or fulfilled, the extent to which the Award Shares will vest on satisfaction of the prescribed
performance condition(s), the vesting date(s) and the vesting period(s) (if any) will be sent to each Participant as soon as
is reasonably practicable after the grant of a Performance Right.
(f) Events Prior to Vesting
Special provisions for the vesting and lapsing of Performance Rights apply in certain circumstances including the
following:
(i)
(ii)
the Participant ceasing to be in the employment of the Group for any reason whatsoever (other than as specified in
paragraphs (vi), (vii) and (viii) below);
the bankruptcy of a Participant or the happening of any other event which results in his being deprived of the legal
or beneficial ownership of the Performance Right;
(iii) the misconduct on the part of a Participant as determined by the Committee in its discretion;
(iv) an order being made or a resolution passed for the winding-up of the Company on the basis, or by reason, of its
insolvency;
(v) any breach of the rules of the Civmec PRP by the Participant;
(vi) the retirement of the Participant;
(vii) the Participant ceasing to be in the employment of the Group by reason of retirement, or ill health, injury or
disability (in each case, evidenced to the satisfaction of the Committee) or death, or redundancy, or any other
reason approved in writing by the Committee; or
(viii) the Participant ceasing to be in the employment of the Group by reason of:
(1) the company by which he is employed ceasing to be a company within the Group or the undertaking or part of
the undertaking of such company being transferred otherwise than to another company within the Group;
(2) (where applicable) the Participant’s transfer of employment between members of the Group; or
(3) any other event approved by the Committee.
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SCHEDULE – SUMMARY OF CIVMEC PRP (continued)
(f) Events Prior to Vesting (continued)
Upon the occurrence of any of the events specified in paragraphs (i), (ii), (iii), (iv) and (v) above, a Performance Right
then held by a Participant shall, as provided in the rules of the Civmec PRP and to the extent not yet vested, lapse
without any claim whatsoever against the Company.
Upon the occurrence of any of the events specified in paragraphs (vi), (vii) and (viii) above, the Committee may, in its
discretion, determine whether a Performance Right then held by such Participant, to the extent not yet vested, shall
lapse or that all or any part of such Performance Right shall be vested. If the Committee determines that a Performance
Right (to the extent not yet vested) shall lapse, then such Performance Right shall lapse without any claim whatsoever
against the Company. If the Committee determines that a certain number of, or all Performance Rights shall be vested,
the aggregate number of Award Shares underlying that aggregate number of vested Performance Rights shall be
delivered to the Participant within the prescribed automatic timeline stipulated in the Civmec PRP.
In exercising its discretion, the Committee will have regard to all circumstances on a case-by-case basis, including
(but not limited to) the contributions made by that Participant and the extent to which the prescribed performance
condition(s) has/have been satisfied.
(g) Size and Duration
The total number of Award Shares which may be delivered pursuant to Performance Rights granted under the Civmec
PRP on any date, when added to:
(i)
(ii)
the total number of new Shares allotted and issued and/or to be allotted and issued and issued Shares delivered
and/or to be delivered, pursuant to Performance Rights granted under the Civmec PRP; and
the number of new Shares allotted and issued and/or to be allotted and issued and issued Shares delivered and/or
to be delivered, in respect of any other options or grants under share option schemes or share schemes adopted
by the Company for the time being in force, as the case may be,
shall not exceed 15% of the total number of issued Shares (excluding treasury shares and subsidiary holdings) (or
such other limit as may be prescribed by the SGX-ST) of the Company on the date preceding the date of grant of the
relevant Performance Right.
The maximum limit of 15% will provide for sufficient Shares to support the use of Performance Rights in the Company’s
overall long-term incentive and compensation strategy. In addition, it will provide the Company with the means and
flexibility to grant Performance Rights as incentive tools in a meaningful and effective manner to encourage staff
retention and to align Participants’ interests more closely with those of Shareholders.
Furthermore, the aggregate number of Award Shares available to Controlling Shareholders and their Associates shall
not exceed 25% of all Award Shares available under the Civmec PRP, and the number of Award Shares available to
each Controlling Shareholder or his Associate shall not exceed 10% of all Awards Shares available under the Civmec
PRP.
The Civmec PRP shall continue in force at the absolute discretion of the Committee, subject to a maximum of 10
years commencing from the date it is adopted by the Company in general meeting, provided always that the Civmec
PRP may continue beyond this stipulated period with the approval of Shareholders in general meeting and relevant
authorities which may then be required.
Notwithstanding the expiry or termination of the Civmec PRP, any Performance Rights granted to Participants prior to
such expiry or termination, whether such Performance Rights have been vested (whether fully or partially) or not, will
continue to remain valid.
(h) Operation
Subject to the prevailing legislation and the Listing Manual, the Company will have the flexibility to deliver Award Shares
to Participants by way of:
(a) an issue of new Shares; and/or
(b)
the delivery of existing Shares (including treasury shares).
New Shares allotted and issued, and existing Shares procured by the Company for transfer, pursuant to the vesting
of a Performance Right, shall rank in full for all entitlements, including dividends or other distributions declared or
recommended in respect of the then existing Shares, the record date for which is on or after the relevant vesting date,
and shall in all other respects rank pari passu with other existing Shares then in issue.
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SCHEDULE – SUMMARY OF CIVMEC PRP (continued)
(h) Operation (continued)
The Committee shall have the discretion to determine whether the performance condition has been satisfied (whether
fully or partially) or exceeded and in making any such determination, the Committee may make reference to the
audited results of the Company or the Group (as the case may be), taking into account such factors as the Committee
may determine to be relevant, such as changes in accounting methods, taxes and extraordinary events, and further,
the Committee shall have the right to amend the performance condition if the Committee decides that a changed
performance target would be a fairer measure of performance from the Company’s perspective.
In this Schedule, the following definitions apply unless otherwise stated:
“Associate”:
“Award Date”:
“Award Letter”:
“Award Shares”:
“Board”:
“CDP”:
“Companies Act”:
“Controlling Shareholder”: A person who:
Associate shall bear the same meaning as set out in the Listing Manual.
The date on which the Performance Right is granted pursuant to the Civmec PRP.
A letter in such form as the Committee shall approve confirming a Performance Right
granted to a Participant.
Means a fully paid Ordinary Share in the capital of the Company.
The board of Directors of the Company from time to time.
The Central Depository (Pte) Limited.
The Companies Act, Chapter 50 of Singapore.
“Civmec PRP”:
“Committee”:
“Directors”:
“Executive Director”:
“Group”:
“Key Senior Executive”:
(a) holds directly or indirectly 15% or more of the total number of issued Shares
(excluding treasury shares and subsidiary holdings) in the Company. The SGX-ST may
determine that a person who satisfies the aforesaid is not a Controlling Shareholder; or
(b) in fact exercises control over the Company.
The Civmec Key Senior Executives Performance Rights Plan.
A committee comprising Directors duly authorised and appointed by the Board of
Directors to administer the Civmec PRP.
The directors of the Company for the time being.
A Director who performs an executive function.
The Company and its subsidiaries.
Means:
(a) the Executive Chairman;
(b) the Chief Executive Officer (“CEO”);
(c) Executives who report directly to the CEO; and
(d) selected other individuals, being employees of any member of the Group holding the
rank of senior manager (or such other equivalent rank which may from time to time be
determined by the Committee) and above, who do not fall within the ambit of
paragraphs (a) to (c) above,
who have been selected to participate in the Civmec PRP.
The listing manual of the SGX-ST.
“Listing Manual”:
“Non-Executive Director”: A Director, other than an Executive Director, and “Non-Executive Directors” shall be
“Participant”:
“Performance Right”:
“Relevant Period”:
“Shareholders”:
“Shares”:
“Subsidiary holdings”:
“%” or “per cent.”:
construed accordingly.
A Key Senior Executive who has been granted a Performance Right or Performance
Rights.
A right to one Share granted under, and which shall be subject to the satisfaction of
performance conditions in accordance with, the rules of the Civmec PRP and
“Performance Rights” shall be construed accordingly.
In relation to a Performance Right, a period of ten (10) years from the Award Date.
Registered holders of Shares except that where the registered holder is CDP, the term
“Shareholders” shall, in relation to such Shares and where the context admits, mean
the Depositors whose securities accounts are credited with Shares.
Issued ordinary shares of the Company.
Shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.
Per centum or percentage.
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Disclosure of Information
on Directors Seeking Re-Election
James Finbarr Fitzgerald, Patrick John Tallon, Kevin James Deery, Chong Teck Sin, Wong Fook Choy Sunny and Douglas
Owen Chester are the Directors seeking re-election at the forthcoming Annual General Meeting of the Company to be
convened on 29 October 2021 (‘AGM’) (collectively, the ‘Retiring Directors’ and each a ‘Retiring Director’).
Pursuant to Rule 720(6) of the Listing Manual of the SGX-ST, the following is the information relating to the Retiring
Directors as set out in Appendix 7.4.1 to the Listing Manual of the SGX-ST:
James
Finbarr
Fitzgerald
Patrick
John
Tallon
Kevin
James
Deery
Chong
Teck
Sin
Wong
Fook Choy
Sunny
Douglas
Owen
Chester
Date of Appointment
27 March
2012
27 March
2012
27 March
2012
27 March
2012
27 March
2012
2 November
2012
Date of last re-appointment
30 October
2020
30 October
2020
30 October
2020
30 October
2020
30 October
2020
30 October
2020
Age
57
51
50
66
65
69
Country of principal residence
Australia
Australia
Australia
Singapore
Singapore
Australia
The Board’s comments on this appointment
(including rationale, selection criteria, and
the search and nomination process)
Refer to Report on Corporate Governance (Board Membership) included in this Annual Report
(pages 68-70).
Whether appointment is executive, and if
so, the area of responsibility
Refer to overview of Board of Directors included in this Annual Report
(page 50).
Job Title
(e.g. Lead ID, AC Chairman,
AC Member, etc.)
Executive
Chairman
Chief
Executive
Officer
Chief
Operating
Officer
Lead
Independent
Director
• Audit
Committee
Chairman
• Nominating
Committee
Member
• Remuner-
ation
Committee
Member
• Risks and
Conflicts
Committee
Chairman
Independent
Director
Independent
Director
• Audit
Committee
Member
• Nominating
Committee
Member
• Remuner-
ation
Committee
Chairman
• Risks and
Conflicts
Committee
Member
• Audit
Committee
Member
• Nominating
Committee
Chairman
• Remuner-
ation
Committee
Member
• Risks and
Conflicts
Committee
Member
Professional qualifications
Refer to overview of Board of Directors included in this Annual Report
(page 50).
Working experience and occupation(s)
during the past 10 years
Refer to overview of Board of Directors included in this Annual Report
(page 50).
97,720,806
97,620,806
13,295,250
Nil
Nil
70,000
None
None
None
None
None
None
Shareholding interest in the listed issuer
and its subsidiaries
Any relationship (including immediate family
relationships) with any existing Director,
existing executive officer, the issuer and/or
substantial shareholder of the listed issuer
or of any of its principal subsidiaries
182182
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Disclosure of Information
on Directors Seeking Re-Election
Conflict of Interest
(including any competing business)
Undertaking (in the format set out in
Appendix 7.7) under Rule 720(1) has been
submitted to the listed issuer
Other Principal Commitments* Including
Directorships#
Past (for the last 5 years)
Present
James
Finbarr
Fitzgerald
Patrick
John
Tallon
Kevin
James
Deery
Chong
Teck
Sin
Wong
Fook Choy
Sunny
Douglas
Owen
Chester
None
None
None
None
None
None
Yes
Yes
Yes
Yes
Yes
Yes
Refer to Report on Corporate Governance (Board Membership) included in this Annual Report
(pages 68-70).
Disclose the following matters concerning an appointment of Director, chief executive officer, chief financial officer, chief operating officer, general
manager or other officer of equivalent rank. If the answer to any question is ‘yes’, full details must be given.
No
No
No
No
No
No
No
No
No
No
No
No
a)
b)
Whether at any time during the
last 10 years, an application or
a petition under any bankruptcy
law of any jurisdiction was
filed against him or against a
partnership of which he was
a partner at the time when he
was a partner or at any time
within 2 years from the date he
ceased to be a partner?
Whether at any time during the
last 10 years, an application or
a petition under any law of any
jurisdiction was filed against an
entity (not being a partnership)
of which he was a Director or
an equivalent person or a key
executive, at the time when he
was a Director or an equivalent
person or a key executive
of that entity or at any time
within 2 years from the date
he ceased to be a Director or
an equivalent person or a key
executive of that entity, for the
winding up or dissolution of that
entity or, where that entity is the
trustee of a business trust, that
business trust, on the ground of
insolvency?
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Disclosure of Information
on Directors Seeking Re-Election
James
Finbarr
Fitzgerald
Patrick
John
Tallon
Kevin
James
Deery
Chong
Teck
Sin
Wong
Fook Choy
Sunny
Douglas
Owen
Chester
No
No
No
No
No
No
No
No
No
No
No
No
Whether there is any unsatisfied
judgment against him?
Whether he has ever been
convicted of any offence, in
Singapore or elsewhere, involving
fraud or dishonesty which is
punishable with imprisonment,
or has been the subject of
any criminal proceedings
(including any pending criminal
proceedings of which he is
aware) for such purpose?
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
Whether he has ever been
convicted of any offence,
in Singapore or elsewhere,
involving a breach of any law
or regulatory requirement that
relates to the securities or
futures industry in Singapore
or elsewhere, or has been
the subject of any criminal
proceedings (including any
pending criminal proceedings
of which he is aware) for such
breach?
Whether at any time during the
last 10 years, judgment has been
entered against him in any civil
proceedings in Singapore or
elsewhere involving a breach of
any law or regulatory requirement
that relates to the securities or
futures industry in Singapore or
elsewhere, or a finding of fraud,
misrepresentation or dishonesty
on his part, or he has been the
subject of any civil proceedings
(including any pending civil
proceedings of which he is
aware) involving an allegation
of fraud, misrepresentation or
dishonesty on his part?
Whether he has ever been
convicted in Singapore or
elsewhere of any offence in
connection with the formation
or management of any entity or
business trust?
Whether he has ever been
disqualified from acting as
a Director or an equivalent
person of any entity (including
the trustee of a business trust),
or from taking part directly or
indirectly in the management
of any entity or business trust?
Whether he has ever been the
subject of any order, judgment
or ruling of any court, tribunal or
governmental body, permanently
or temporarily enjoining him from
engaging in any type of business
practice or activity?
c)
d)
e)
f)
g)
h)
i)
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Disclosure of Information
on Directors Seeking Re-Election
James
Finbarr
Fitzgerald
Patrick
John
Tallon
Kevin
James
Deery
Chong
Teck
Sin
Wong
Fook Choy
Sunny
Douglas
Owen
Chester
No
No
No
No
No
No
No
No
No
No
No
No
j)
k)
Whether he has ever, to his
knowledge, been concerned with
the management or conduct, in
Singapore or elsewhere, of the
affairs of:
i. any corporation which has
been investigated for a breach
of any law or regulatory
requirement governing
corporations in Singapore or
elsewhere; or
ii. any entity (not being a
corporation) which has been
investigated for a breach
of any law or regulatory
requirement governing such
entities in Singapore or
elsewhere; or
iii. any business trust which
has been investigated for
a breach of any law or
regulatory requirement
governing business trusts in
Singapore or elsewhere; or
iv. any entity or business trust
which has been investigated
for a breach of any law or
regulatory requirement that
relates to the securities or
futures industry in Singapore
or elsewhere in connection
with any matter occurring
or arising during that period
when he was so concerned
with the entity or business
trust?
Whether he has been the
subject of any current or past
investigation or disciplinary
proceedings, or has been
reprimanded or issued any
warning, by the Monetary
Authority of Singapore or any
other regulatory authority,
exchange, professional body or
government agency, whether in
Singapore or elsewhere?
Disclosure applicable to the appointment of Director only
N/A
N/A
N/A
N/A
N/A
N/A
Any prior experience as a Director of a
listed company?
If yes, please provide details of prior
experience.
If no, please state if the Director has
attended or will be attending training on
the roles and responsibilities of a Director
of a listed issuer as prescribed by the
Exchange.
Please provide details of relevant
experience and the nominating
committee’s reasons for not requiring the
Director to undergo training as prescribed
by the Exchange (if applicable).
184
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Corporate
Registry
30 JUNE 2021
Board of Directors
Mr James Finbarr Fitzgerald
(Executive Chairman)
Mr Patrick John Tallon
(Chief Executive Officer)
Mr Kevin James Deery
(Chief Operating Officer)
Mr Chong Teck Sin
(Lead Independent Director)
Mr Wong Fook Choy Sunny
(Independent Director)
Mr Douglas Owen Chester
(Independent Director)
Audit Committee
Mr Chong Teck Sin
(Chairman)
Mr Douglas Owen Chester
Mr Wong Fook Choy Sunny
Remuneration Committee
Mr Wong Fook Choy Sunny
(Chairman)
Mr Douglas Owen Chester
Mr Chong Teck Sin
Nominating Committee
Mr Douglas Owen Chester
(Chairman)
Mr Wong Fook Choy Sunny
Mr Chong Teck Sin
Risks & Conflicts Committee
Mr Chong Teck Sin
(Chairman)
Mr Douglas Owen Chester
Mr Wong Fook Choy Sunny
Company Secretaries
Ms Chan Lai Yin
Ms Lee Pay Lee
Registered Office
80 Robinson Road #02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 4399
Principal Office and
Contact Details
16 Nautical Drive,
Henderson WA 6166
Australia
Tel: (61) 8 9437 6288
Fax: (61) 8 9437 6388
Share Registrar and
Share Transfer Agent
Tricor Barbinder Share Registration Services
(a division of Tricor Singapore Pte Ltd)
80 Robinson Road #02-00
Singapore 068898
Computershare
Level 11
172 St Georges Terrace
Perth WA 6000
Australia
Auditors
Moore Stephens LLP
10 Anson Road, #29-15 International Plaza
Singapore 079903
Partner in Charge: Christopher Bruce Johnson
(Appointed since the financial year ended
30 June 2021)
Principal Banker
National Australia Bank
Level 14
100 St Georges Terrace
Perth WA 6000
Australia
Corporate Website
http://www.civmec.com.au
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 Company Registration No. 201011837H
(Incorporated in the Republic of
Singapore)
PROXY FORM
2021 ANNUAL GENERAL MEETING
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 D
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CIVMEC LIMITED
Company Registration No. 201011837H
(Incorporated in the Republic of Singapore)
PROXY FORM
ANNUAL GENERAL MEETING 2021
IMPORTANT:
1. The Annual General Meeting of the Company (“AGM”) will be held by electronic means pursuant to the COVID-19 (Temporary Measures)
(Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders)
Order 2020.
2. Alternative arrangements relating to, among others, attendance, submission of questions in advance and/or voting by proxy at the AGM, are
set out in the accompanying Company’s announcement dated 14 October 2021 (the “Announcement”), which has been uploaded together
with the Notice of AGM dated 14 October 2021 on SGXNet on the same day. The Announcement may also be accessed at the Company’s
corporate website at civmec.com.au. For the avoidance of doubt, the Announcement is circulated together with and forms part of the Notice
of AGM dated 14 October 2021 in respect of the AGM.
3. A member of the Company will not be able to attend the AGM in person. If a member of the Company (whether individual or corporate and
including a Relevant Intermediary*) wishes to exercise his/her/its voting rights at the AGM, he/she/it must appoint the Chairman of the AGM as
his/her/its proxy to attend, speak and vote on his/her/its behalf at the AGM. In appointing the Chairman of the AGM as proxy, a member of the
Company (whether individual or corporate and including a Relevant Intermediary*) must give specific instructions as to voting, or abstentions
from voting, in the form of proxy, failing which the appointment will be treated as invalid.
4. SRS investors who wish to appoint the Chairman of the AGM as proxy should approach their SRS Operators to submit their votes by 10:30
a.m. on 20 October 2021.
By submitting an instrument appointing the Chairman of the AGM as proxy, the member of the Company accepts and agrees to the personal
data privacy terms set out in the Notice of AGM dated 14 October 2021.
*I/We (name):
NRIC/Passport No./Co. Registration No.:
of (Address):
being *a member/members of Civmec Limited (the “Company”), hereby appoint the Chairman of the Annual General
Meeting as *my/our *proxy/proxies to attend and to vote for *me/us on my/our behalf at the Annual General Meeting
(the “AGM”) of the Company to be held by electronic means on Friday, 29 October 2021 at 10:30am. and at any
adjournment thereof. The Chair intends to vote undirected proxies in favour of all Resolutions. In exceptional
circumstances the Chair may change his/her voting intention on any Resolution. In the event this occurs
an ASX and SGX announcement will be made immediately disclosing the reasons for the change.
*I/We direct *my/our *proxy/proxies to vote for or against or abstain from voting on the Ordinary Resolutions to be
proposed at the Annual General Meeting as indicated hereunder. If no specific direction as to voting is given, this
Proxy Form shall be disregarded and the proxy shall abstain from voting on any matter arising at the AGM and at any
adjournment thereof.
Voting will be conducted by poll.
*Please delete accordingly
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D
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PROXY FORM
ANNUAL GENERAL MEETING 2021
No.
Ordinary Resolutions
For#
Against#
Abstain#
1.
2.
3.
4.
5.
6.
Adoption of the Audited Financial Statements of the Company for the
financial year ended 30 June 2021 together with the Directors’ Statement and
Independent Auditors’ Report thereon.
Approval of payment of a tax exempt (foreign sourced) Final Dividend of 1.0
Australian cents per ordinary share for the financial year ended 30 June 2021.
Approval of the payment of Directors’ fees of S$257,000 for the financial year
ending 30 June 2022 to be paid quarterly in arrears.
Re-election of Mr James Finbarr Fitzgerald as a Director of the Company.
Re-election of Mr Patrick John Tallon as a Director of the Company.
Re-election of Mr Kevin James Deery as a Director of the Company.
Re-election of Mr Chong Teck Sin as a Director of the Company.
Re-election of Mr Wong Fook Choy Sunny as a Director of the Company.
No.
Ordinary Resolutions
7.
8.
9.
10.
11.
Re-election of Mr Chong Teck Sin as a Director of the Company.
Re-election of Mr Wong Fook Choy Sunny as a Director of the Company.
Re-election of Mr Douglas Owen Chester as a Director of the Company
Re-appointment of Messrs Moore Stephens LLP as the Auditors.
Authority to allot and issue shares.
12.
Adoption of Civmec Key Senior Executives Performance Rights Plan.
13.
14.
15.
16.
Grant of Performance Rights to Mr Kevin James Deery, a Director of the
Company, under the Civmec Key Senior Executives Performance Rights Plan.
Approval of Mr Chong Teck Sin’s continued appointment as an Independent
Non-Executive Director by shareholders (excluding Directors, Chief Executive
Officer and their associates).
Approval of Mr Wong Fook Choy Sunny’s continued appointment as an
Independent Non-Executive Director by shareholders (excluding Directors,
Chief Executive Officer and their associates).
Approval of Mr Douglas Owen Chester’s continued appointment as an
Independent Non-Executive Director by shareholders (excluding Directors,
Chief Executive Officer and their associates).
Dated this
day of
2021
Total number of shares in
No. of Shares
(a) CDP Register
(b) Register of Members
Signature(s) of Member(s)/Common Seal
* Delete accordingly
# If you wish to exercise all your votes “For” or “Against” the relevant resolution, please indicate with an “X” within the box provided. Alternatively,
if you wish to exercise your votes both “For” and “Against” the relevant resolution, please insert the relevant number of shares in the box
provided. If you mark the “Abstain” box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a poll and your
votes will not be counted in computing the required majority on a poll.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021
PROXY FORM
ANNUAL GENERAL MEETING 2021
IMPORTANT. PLEASE READ NOTES BELOW.
Notes:
1.
2.
3.
4.
5.
6.
7.
Please insert the total number of shares held by you. If you have shares entered against your name in the Depository Register (maintained by The
Central Depository (Pte) Limited), you should insert that number. If you have shares registered in your name in the Register of Members of the
Company, you should insert that number. If you have shares entered against your name in the Depository Register and shares registered in your name
in the Register of Members, you should insert the aggregate number. If no number is inserted, this form of proxy will be deemed to relate to all the
shares held by you.
Due to the current COVID-19 restriction orders in Singapore, a member will not be able to attend the AGM in person and must appoint the Chairman
of the AGM as proxy to attend, speak and vote on the member’s behalf at the AGM and at any adjournment thereof. A member will also not be
able to vote online on the resolutions to be tabled for approval at the AGM. If a member (whether individual or corporate and including a Relevant
Intermediary*) wishes to exercise his/her/its votes, he/she/it must submit this Proxy Form to appoint the Chairman of the AGM to vote on his/her/its
behalf. A member (whether individual or corporate including a Relevant Intermediary*) appointing the Chairman of the AGM as proxy must give specific
instructions as to his/her/its manner of voting, or abstentions from voting, in this Proxy Form, failing which the appointment will be treated as invalid.
SRS Investors who wish to vote at the AGM should approach their respective agent banks to submit their votes at least seven (7) working days before
the date of the AGM (i.e. by 10:30am. on 20 October 2021). SRS Investors should not directly appoint the Chairman as proxy to direct the vote.
Relevant Intermediaries shall also appoint the Chairman of the AGM to act as proxy and direct the vote at the AGM. Together with the instrument
appointing a proxy, the Relevant Intermediaries shall provide to the Company a list of attendees who would like to participate at the AGM by observing
and/or listening to the proceedings of the AGM through either live audio-visual webcast or live audio-only stream with such information that may be
requested by the Company.
* A Relevant Intermediary is:
(a)
(b)
(c)
a banking corporation licensed under the Banking Act (Chapter 19) or a wholly-owned subsidiary of such a banking corporation, whose business
includes the provision of nominee services and who holds shares in that capacity;
a person holding a capital markets services licence to provide custodial services for securities under the Securities and Futures Act (Chapter 289)
and who holds shares in that capacity; or
the Central Provident Fund Board established by the Central Provident Fund Act (Chapter 36), in respect of shares purchased under the
subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of
members of the Central Provident Fund, if the Central Provident Fund Board holds those shares in the capacity of an intermediary pursuant to or
in accordance with that subsidiary legislation.
The Chairman of the AGM, as proxy, need not be a member of the Company.
The instrument appointing the Chairman of the AGM as proxy must be deposited at the office of the Company’s Share Registrar at 80 Robinson Road
#11-02, Singapore 068898 or send electronic mail to agm@civmec.com.au enclosing signed PDF copy of the Proxy Form not less than seventy-two
(72) hours before the time appointed for the meeting.
The instrument appointing the Chairman of the AGM as proxy must be under the hand of the appointor or his attorney duly authorised in writing. Where
the instrument appointing the Chairman of the AGM as proxy is executed by a corporation, it must be executed under its common seal or under the
hand of its attorney or a duly authorized officer.
8. Where an instrument appointing the Chairman of the AGM as proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney
or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument
may be treated as invalid.
9.
A corporation that is a member may authorise by resolution of its directors or other governing body such person as it thinks fit to act as its
representative at the meeting, in accordance with Section 179 of the Companies Act (Chapter 50) of Singapore.
10. The Company shall be entitled to reject an instrument appointing the Chairman of the AGM as proxy which is incomplete, improperly completed,
illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified on the instrument of proxy. In
addition, in the case of shares entered in the Depository Register, the Company may reject an instrument appointing the Chairman of the AGM as proxy
if the member, being the appointor, is not shown to have shares against his name in the Depository Register as at seventy two (72) hours before the
time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the Company.
11. Holders of CHESS Depositary Interests over Shares (“CDIs”) are entitled to attend the Annual General Meeting, provided that they cannot vote at the
meeting, and if they wish to vote they must direct CHESS Depositary Nominees Pty Ltd (“CDN”), the holder of legal title of the CDIs, how to vote in
advance of the meeting pursuant to the instructions set out in the accompanying voting instruction form. If you are a holder of CDIs, please sign and
date the enclosed voting instruction form and return it in accordance with the instructions on your voting instruction form.
12. By submitting an instrument appointing the Chairman of the AGM as proxy, the member accepts and agrees to the personal data privacy terms set out
in the Notice of Annual General Meeting dated 14 October 2021.
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CIVMEC LIMITEDANNUAL REPORT 2021CIVMEC LIMITEDANNUAL REPORT 2021 civmec.com.au