ANNUAL REPORT
2023
FOR THE YEAR ENDED 30 JUNE 2023
COMPANY REGISTRATION NO: 201011837H
Engineering Success
ACKNOWLEDGEMENT OF COUNTRY
Civmec acknowledges the Traditional Custodians and their
Ancestors of the lands across Australia where we conduct our
business. We recognise and respect their continuing connection
to land, waters and community. We pay respect to all Aboriginal
and Torres Strait Islander peoples throughout Australia, and to
their Elders past and present.
VALUES
Our vision is to grow sustainably, delivering mutually beneficial
outcomes for 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
CONTENTS
01 Business Overview
1.1 About Civmec
1.2 Executive Chairman’s Statement
1.3 Chief Executive Officer’s Report
1.4 FY23 Highlights
1.5 Financial Summary FY23
1.6 Board of Directors
1.7 Executive Team
02 Operational Review
2.1 Key Projects
2.2 Energy Sector
2.3 Resources Sector
2.4
Infrastructure, Marine and
Defence Sector
03 Sustainability
3.1 Sustainability Reporting
3.2 Board Statement
3.3 Stakeholder Information and Materiality
3.4 HSEQ Integration
3.5 Health and Safety
3.6 Quality
3.7 Environment
3.8 People
3.9 Community
3.10 Stakeholder Engagement
3.11 Investor Engagement
04 Governance
4.1 Anti-corruption
4.2 Anti-competitive Behaviour
4.3 Taxation
4.4 Report on Corporate Governance
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4.5 Task Force on Climate-related
Financial Disclosures (TCFD)
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05 Financial Statements
5.1 Directors’ Statement
5.2
Independent Auditor’s Report
5.3 Consolidated Income Statement
5.4
Consolidated Statement of
Comprehensive Income
5.5 Statements of Financial Position
5.6
Consolidated Statement of
Changes in Equity
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5.7 Consolidated Statement of Cash Flows 146
5.8 Notes to the Financial Statements
148
06 Additional Information
6.1 Statistics of Shareholders
6.2 Notice of Annual General Meeting
6.3
Disclosure of Information on Directors
Seeking Re-election
6.4 Corporate Registry
6.5 GRI Content Index
6.6 TCFD Index
6.7 Proxy Form
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ABOUT THIS REPORT
The purpose of this report is to provide stakeholders with
information relating to Civmec Limited’s financial, operational
and sustainability performance for the financial year of 1 July 2022
to 30 June 2023 (FY23). This report was approved by the Civmec
Limited Board of Directors, also referred to as the ‘Board’, on
9 October 2023.
Civmec Limited (Company Registration Number 201011837H) is
the ultimate holding company of the Civmec group of companies.
In this report, unless otherwise stated, references to ‘Civmec’,
the ‘company’, the ‘Group’, ‘we’, ‘us’ and ‘our’ refer to Civmec
Limited and its controlled entities. All references to ‘Indigenous’ or
‘First Nations’ people are intended to be inclusive of all Australian
Aboriginal and Torres Strait Islander peoples. The information in
this report covers all operational activities undertaken by Civmec.
Our share of operations from joint venture projects is reported on
a proportionately consolidated basis, unless otherwise stated.
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BUSINESS
OVERVIEW
1.1
1.2
1.3
1.4
1.5
1.6
1.7
ABOUT CIVMEC
EXECUTIVE CHAIRMAN’S STATEMENT
CHIEF EXECUTIVE OFFICER’S REPORT
FY23 HIGHLIGHTS
FINANCIAL SUMMARY FY23
BOARD OF DIRECTORS
EXECUTIVE TEAM
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Otway Offshore Phase 5 Project subsea structures
With a diverse range of
complementary capabilities,
we offer clients innovative and
efficient turnkey solutions
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ABOUT CIVMEC
Building and sustaining Australia’s future through
construction, manufacturing and maintenance.
Since commencing operations in 2009, Civmec has grown to
be Australia’s largest heavy engineering company and one of
the country’s leading Tier 1 contractors, delivering world-class
services to the Energy, Resources, Infrastructure, Marine and
Defence sectors. Our complementary capabilities enable us to
provide integrated, turnkey solutions to a wide range of clients.
Listed on both the Australian Securities Exchange (ASX) and Singapore Exchange (SGX), we
operate in Australia from a number of strategically located facilities and regional sites. Our
main headquarters are in Henderson, Western Australia (WA), positioned on 200,000 square
metres (m2) of oceanfront land within the Australian Marine Complex (AMC). In Newcastle,
New South Wales (NSW), our riverfront facility sits on 227,000m², and we also have regional
facilities in Port Hedland, WA, and Gladstone, Queensland (QLD).
Construction of our new facility at Port Hedland is currently underway. When complete, it
will provide additional employment and training opportunities for the local community, and
enhance our service offering to clients in WA’s north-west. Practical completion is anticipated
in FY24.
We recently sourced a portion of land in Gladstone, subject to conditions, with the intention
of developing a permanent Civmec-owned facility in the region to target future growth
opportunities, particularly across the maintenance sector.
We continuously strive for excellence in all aspects of our operations. Whether undertaking
end-to-end site construction, complex manufacturing and assembly from our own facilities,
or maintaining our clients’ valued assets on site, our team has a common goal to deliver
superior quality outcomes on every project we undertake.
Employing over 3,400 people, we take great pride in our commitment to health and safety
– both physical and mental. We endeavour to attract and retain the best talent available,
providing many varied opportunities across our wide range of sectors.
We are making continuous efforts to become more green, investing in additional resources
and prioritising sustainability, so that our long-term strategy delivers long-term value for all.
Furthermore, we are engineering success. Success for our stakeholders. Success in
sustainability. Success built upon a solid foundation of diverse and talented people, true
innovation, and a genuine desire to be the best.
3,400
people employed
by Civmec
in FY23
129
apprentices, trainees,
graduates and
undergraduates
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SABR Project Berth Replacement, Civmec Henderson
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projects completed or
underway in FY23
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EXECUTIVE
CHAIRMAN’S
STATEMENT
It is with great pleasure that I present the Civmec Annual Report
for the financial year 2023 (FY23). In what has been a stellar year,
I am pleased to report increased revenue, profit, and operating
cash flow. Our order book was bolstered by significant contract
wins, ending FY23 with a value close to A$1.15 billion.
I am particularly proud this year of the collective efforts of our people,
including the strong leadership team that has evolved and developed
in recent times. Over the years, through the refinement and cultivation
of our strategy, the company has matured and grown tremendously. As
we continue our journey, I am confident that we are well positioned to
deliver long-term, sustainable success for generations to come.
This year marks the first that we have integrated our
Sustainability Report into our Annual Report, a move
that has streamlined both documents and affords
our stakeholders a comprehensive view of our
overall performance in a single report. Additionally,
we have introduced our approach to the Task Force
on Climate-related Financial Disclosures (TCFD)
framework, a crucial step towards ensuring investor
confidence in the area of climate change.
Financial Performance
From a financial standpoint, I am delighted
to report a FY23 revenue of A$830.9 million,
increasing from FY22 by more than A$21 million.
We achieved a record earnings before interest,
depreciation and tax (EBITDA) of A$109.1 million,
as well as our highest net profit after tax (NPAT),
which increased to A$57.7 million.
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The Resources sector remained our biggest earner,
as we continued to deliver some highly complex,
high-quality projects on an impressive scale by
Australian and, often global, standards. Energy,
Infrastructure, Marine and Defence also delivered
excellent results. Our resolute commitment to
targeting maintenance opportunities saw us secure
several long-term agreements and extensions of
existing contracts, paving the way for future growth
and exciting opportunities. We secured many new
clients, completed major shutdowns and added new
disciplines to our scope, such as rope access.
In total, the value of all new and extended contracts
in FY23 amounted to A$941 million.
Through proactive management of our debt,
meticulous project control, and astute cash flow
management, we have significantly improved
our balance sheet. We have also witnessed an
increase in the value of assets and property, plant,
and equipment (PPE) to A$476 million, instilling
confidence in the long-term sustainability of
our business.
Dividends
In a reflection of our robust financial position
and order book, we improved shareholder
return, doubling our interim dividend for the first
half of FY23. This not only demonstrates our
advancing maturity, but, with most of our major
capital expenditures now complete, it accurately
represents our confidence in our forward
growth trajectory.
The Board of Directors has recommended a
final cash dividend of A$0.03 per share, subject
to shareholders’ approval at our Annual General
Meeting on 31 October 2023. This is a 50 per cent
increase on the FY22 final dividend, and will bring
the full-year FY23 dividend payment to A$0.05
per share, representing a 44% payout ratio. If
approved, the dividend will be paid to shareholders
on 14 December 2023.
People
I take great pride in knowing we are a significant
Australian employer and training provider.
Throughout FY23, over 3,400 people across
the country were employed at Civmec. We also
continued to invest in the training and development
of our people by delivering approximately 1,700
units of training through our in-house Registered
Training Organisation (RTO), which has continued
to expand its training capabilities and certifications.
As always, we remain steadfast in our commitment
to the future of our business, and indeed Australia’s
future, by investing in the nation’s developing
talent. This year, we employed more than 120
apprentices, graduates and trainees, providing
them with unparalleled opportunities to gain
technical skills and experience across the variety
of industry sectors we operate in. Our continued
commitment to our workforce goes beyond the
technical skills being taught and gives each of our
people the ability to grow within our organisation,
to fulfil their career aspirations, whilst developing
our future leaders.
Underscoring our dedication to diversity and
inclusivity, we made headway in Indigenous
engagement, particularly onsite, where Indigenous
representation has improved. During a particular
maintenance shutdown in November, ten per cent
of Civmec’s personnel were First Nations. While I
acknowledge we still have some way to go, I am
pleased that we are creating genuine, tangible
opportunities for our First Nations employees, their
families and communities.
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In recent years, we have committed to effective
succession planning and nurturing the next
generation of leaders, ensuring our business is
sustainable and prepared for the long-term future. The
results of these continued efforts were demonstrated
when, for example, our Executive Group Manager
– Proposals Rod Bowes retired last financial year
and Peter Ricciardello transitioned into the role. It
confirmed our belief that developing organic growth
within the organisation is an extremely valuable
approach, while also highlighting to our people that
Civmec is a company of opportunity.
Sustainability
Our commitment to delivering sustainable value
remains one of our key drivers as we endeavour
to manage ESG (Environmental, Social, and
Governance) risks and opportunities optimally. This
year, we expanded our Sustainability team, appointing
a dedicated ESG Lead to further integrate sustainable
business practices throughout our operations.
I am reassured that in the past year, particularly,
we made significant progress towards our goal of
integrating sustainable practices holistically into
everything we do. We understand that we have a
responsibility across all areas of the business to work
effectively and efficiently. By delivering with precision
and first-rate quality, we play our role in building
Australia’s future, taking care to avoid the oversights
that could lead to future energy and resource wastage.
Governance
Responsible governance is of paramount
importance for us, and we take our responsibilities in
this area seriously. Our commitment to transparency
and accountability is evident in the findings of
the Australian Taxation Office (ATO) audit, as well
as a federal safety audit by Lloyds Register on
our ISO certifications, conducted this year. On
Civmec’s taxation practices, the ATO found our
level of assurance to be ‘high’, a testament to
the framework, policies, procedures and auditing
practices we have put in place over a number of
years. We also had positive outcomes from the
federal safety audit, which led to our certifications
being extended for the maximum available six-year
period, a substantial achievement for all involved.
In the ever-evolving cybersecurity landscape, we
have bolstered our internal team and are now
aligned with the Australian Signals Directorate
(ASD) ‘Essential Eight’ security controls,
emphasising our commitment to employing robust
security measures across the business.
I am also pleased to report that we increased
our Defence Industry Security Program (DISP)
assurance rating, reflecting our elevated security
protocols and stronger protective measures.
While I acknowledge what we have achieved, we
nevertheless remain vigilant, constantly learning,
adapting, and improving to safeguard our business
and maintain the trust of our stakeholders.
Future
Looking ahead, we anticipate sustained and
increasing demand for local manufacturing,
boosted by ongoing public and private sector
spend. An increasing number of our clients
recognise the benefits of local production and
the assurance this provides, particularly in light of
global events, movement restrictions, and their
associated costs over the past few years.
We will persist in targeting recurring and
sustainable revenue streams that deliver consistent
growth to our top and bottom lines. With our
current market position, we have an opportunity
to be more strategic in our tendering processes,
focusing on opportunities with established clients
that require our multidisciplinary capabilities in
proven delivery models. It is worth noting, the
opportunity pipeline we are exposed to has depth
across all of our operating sectors.
Moreover, we continue to explore opportunities
surrounding Australia’s clean energy transition
and I am excited for us to contribute to
developments in the green energy sector,
particularly in the fields of hydrogen and lithium.
With extensive exposure and experience already
gained on lithium projects, combined with an
increasing demand for battery-powered energy, I
believe we are very well positioned to capitalise on
emerging opportunities.
In conclusion, I would like to take the opportunity
to extend my sincere gratitude to the dedicated
Civmec team, our valued suppliers, contractors,
clients, investors, our loyal leadership team, and my
trusted fellow Directors. It is through our combined
efforts that we have achieved remarkable success
in FY23, and I am confident that, together, we will
continue to be successful in the future.
James Fitzgerald
Executive Chairman
Civmec Limited
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Iron Bridge Magnetite Project
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CHIEF
EXECUTIVE
OFFICER’S
REPORT
I am extremely proud of our entire Civmec team for their
achievements in FY23. In addition to our solid financial results,
we performed to a high standard within all operational areas,
continuing to deliver spectacular projects throughout the year.
With extensions to existing contracts and new contract awards, we
grew. With intelligent thinking, enhanced processes and teamwork, we
improved. While doing this, we gave back – not just to our stakeholders,
but to the wider Australian community, driving long-term sustainability.
Overall, I feel the future is bright for Civmec across
multiple fronts. Construction of our new Port
Hedland facility is well underway and on track for
occupancy in FY24. We have made inroads into
establishing a stronger presence at our Queensland
maintenance hub, with impending developments
for an owned facility and operational growth plans
in Gladstone. These developments will open up a
range of opportunities for us in the maintenance
and, potentially, construction sectors, and to a lesser
extent within heavy engineering.
They will also give us stronger local presence and
demonstrate our commitment to the community.
Through commitment and ongoing development,
our culture is now evident in everything we do. It is
what drives us and makes us a successful team,
and I see it embraced across our offices, workshops
and sites. I truly believe that our strong culture
is what sets us apart from our competitors and
leads us to be so well recognised as a value-driven
company, consistently seeking and delivering value
for all we work with, and for.
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Business Performance
Throughout FY23, we delivered and were awarded
numerous contracts across our operating sectors,
including significant maintenance awards of longer-
term service agreements, all with growth potential.
These awards and extensions are a testament to
our past successes and the solid reputation we
have as a Tier 1 contractor.
Our Newcastle facility has again proven itself to
be a highly successful section of the business,
delivering major manufacturing projects, while
also assisting our Henderson operations, thereby
supporting our construction activities. Our east
coast team consistently demonstrates their
commitment to innovation, developing systems
and processes for the utmost efficiency, and I am
excited to see this part of the business flourish.
In the maintenance space, we successfully
delivered an increased number of large scale
shutdowns, whilst continuing to enhance our
service offering to clients requiring fast, cost-
effective maintenance solutions. We continually
refine our capabilities and team composition, which
I believe has better placed us to secure long-term,
recurring revenue streams in the sector.
Our plan to grow our market share in public
infrastructure works, predominantly roads and
bridges, is also progressing in line with our ongoing
growth strategy. In recognition of the accreditation
requirements for this strategy, we continue our
journey in gaining higher accreditation through the
successful delivery of major infrastructure projects.
This will give us future access to the larger scopes.
People
Our people are our greatest strength, and I firmly
believe in the training, development and mentoring
of those who demonstrate the correct attitudes.
We have implemented retention strategies such
as leadership development programs, general
professional development programs, upskilling
across all disciplines, a sensible approach to
workplace flexibility, and visibility on succession
planning and opportunities at all organisation
levels. These efforts have helped us to retain senior
leaders in critical roles, allowing us to prepare them
for the next steps in their careers with Civmec.
During the year, we contributed to the
development of apprentices, trainees and
graduates, while offering opportunities for career
advancement to all of our employees through our
various leadership and LEAD programs.
In fact, many of the employees who attended
development programs have since progressed
from their initial appointments to higher roles within
the business.
There have been many effective re-organisation
events in the year, and the restructuring of HSEQ
under one manager has helped streamline some
areas of auditing and general processes and
procedures, proving beneficial to date. I am
confident that we now have a strong group of
leaders with invaluable experience and expertise
in the way Civmec operates, including our well-
structured executive team.
In FY23, we made greater progress in achieving
gender balance in our corporate office, achieving a
ratio of approximately 50:50. While the disciplines
we deliver have traditionally been male dominant,
we continue to seek improvements in blue-collar
gender ratios by promoting and celebrating gender
diversity in construction, and the value it adds to
our business overall.
Sustainability
During FY23, our Sustainability Committee led
various initiatives, such as the installation of solar
panels at one of our existing workshops, and the
progressive changeout of handling equipment and
lighting towers from diesel to electric.
We recently commenced our fifth lithium project, a
commodity that is critical to the battery industry. It
is reassuring to know that, by having an extensive
role in the development of these lithium mines
and refineries, we are directly playing a part in
supporting the future decarbonisation of the world’s
energy supplies.
With great buy-in from our divisional leads, we
continued to make substantial progress in our
sustainable growth strategy. Over the course of the
year, each division identified areas for improvement
to existing processes and opportunities for growth.
One such area identified was equipment and
technology. As a result, we are making renewed
efforts to consistently replenish older equipment
with newer technology, ensuring we remain current
and at the cutting edge of efficiency from a plant
and equipment perspective.
We have continued our focus on corporate
social responsibility to make a difference in our
community. A personal highlight for me this year
was participating in the CEO Sleepout for the
fifth time, this time alongside two of my work
colleagues.
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Seeking support from our larger suppliers and
with a structured marketing campaign, our aim
was to generate optimal awareness of the extent
and significance of the plight of homelessness in
Australia, particularly throughout the city of Perth.
I am extremely grateful for everyone’s support,
which led to us surpassing our fundraising target
and raising A$120,615 for Vinnies, who organise
the entire event. On the night, we were officially
commended for raising funds that led us to be the
highest group and individual fundraisers in the state
of Western Australia
We remain committed to operating sustainably,
with careful consideration given to ESG factors in
everything we do.
Vinnies CEO Sleepout 2023
Future Focus
I am enthused to witness our investment into
Port Hedland with the ongoing development of
our workshop facilities, and I am confident that,
over time, we will see solid returns for the capital
invested. I believe this project will greatly benefit our
north-west WA clients and create enduring value
for the Port Hedland community, including local
Indigenous and non-Indigenous people, as well as
generate employment and training opportunities for
the local residents.
In addition to building the Port Hedland workshop
facilities, we purchased established suitable
housing in the area, providing our workforce with
stable, fixed residences. It’s an investment that not
only mitigates the availability risks of camp-style
accommodation, it also demonstrates our true
commitment to the town.
We will continue to target projects that involve
a variety of our disciplines in a single contract,
allowing us to have greater control over the supply
line, schedule, and ultimately, the project outcomes
across safety, quality, schedule, and budget.
Our sustainability journey will continue, and we
are proud of the advancements we have made in
this area to date, with much more to come going
forward.
Our goal, as always, remains to be the contractor
of choice for clients, and the employer of choice
for people.
In conclusion, I would like to extend my genuine
thanks to our people, everyone who wore the
Civmec brand with pride, our delivery partners,
clients, shareholders, the community, my fellow
Board members, and the executive team for their
unwavering support. I look forward to continuing
our growth with all of you as we progress
sustainably into the future.
Patrick Tallon
Chief Executive Officer
Civmec Limited
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Through commitment and ongoing
development, our culture is now
evident in everything we do
Civmec Port Hedland groundbreaking ceremony
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FY23
HIGHLIGHTS
Jul 22
• NAIDOC week celebrated across the company
• Continued in the construction of major
lithium refinery projects in support of
Australia’s greener future
Aug 22
• Jeans for Genes Day fundraiser held to
support the Children’s Medical Research
Institute
• Launch of our new Civmec website,
designed with all stakeholders in mind
• Maintenance division gained IRATA (rope
access) certification, increasing our
capabilities and efficiency in maintenance
Covalent Lithium Refinery
Sep 22
• ‘Blue Arm Band’ initiative introduced in
conjunction with R U OK? Day, in support of
mental health
Oct 22
• ‘Know The Line’ workplace behaviour
program rolled out across the business
• Continued participation in the Containers for
Change recycling exchange program, with all
proceeds donated to St Patrick’s Community
Support Centre
• Awarded Runner Up in the SIAS (Securities
Investors Association Singapore) Singapore
Corporate Governance Award (SCGA) 2022,
Mid Cap Category for outstanding efforts
in improving corporate governance and
sustainability practices
Nov 22
• First sod turned at our new Port Hedland
facility in an event attended by Port Hedland
Mayor Peter Carter, with a traditional smoking
ceremony conducted by Alfred Barker
• Joint winner of the Construction Technique/
Equipment Award at the 2022 Master
Builders Association of NSW Excellence in
Construction awards night
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Dec 22
• Made and donated water filtration tanks to
the Sione Foundation, assisting in ensuring
fresh water is available to the people of Tonga
• 2,000-tonne Civmec-made shiploader
departed Henderson for Hay Point
• Financial donations made to Anglicare WA
and St Patrick’s Community Support Centre
• Employees generously donated more than
100 kilos of food and non-perishables in our
December food drive for Foodbank
Jan 23
• Awarded A$330 million+ Western Range
contract by Rio Tinto
• Successful delivery of replacement spool
pipe for John Brookes Repair Project in
expedited timeline
Mar 23
• Awarded approximately A$100 million in
new contracts to carry out manufacturing,
construction and maintenance activities for
the Resources sector
• International Women’s Day event held with
guest speaker, AFLW West Coast Eagles
vice-captain Dana Hooker
• Hosted Tony Shaw of Indigenous Services
Australia in a moving cultural awareness
presentation
• Participated in annual ‘Step Up to Clean
Up’ for Clean Up Australia Day
May 23
• Held Civmec Family Day, attended by more
than 1,000 family members and friends
• Installation of solar panels at our Stuart
Drive workshop facility at Henderson
• Celebrated our third recordable-injury-free
month of 2023 at our Henderson facilities
Feb 23
• Opportunity pool significantly increased
in maintenance and capital works with
acceptance onto BHP’s site engineering
panel and the award of a non-exclusive
Rio Tinto Aluminium ‘umbrella’ construction
services panel agreement
• Equipment donations made to the Men’s
Shed to provide the underprivileged with
access to technology
• Skillhire apprentice award nights saw eight
Civmec apprentices nominated, with two
eventual winners
• Purchased properties in South Hedland to
provide high-quality accommodation for our
Port Hedland employees
Apr 23
• Launched fundraising campaign for
the MATES Big Lap, in support of suicide
prevention and mental health awareness
June 23
• Raised A$120,615 to combat
homelessness in the Vinnies CEO Sleepout
• Provided employment for more than 3,400
people, including 129 apprentices, trainees,
graduates and undergraduates in FY23
• Delivered approximately 1,700 training
courses in 12 months, including internal
leadership and development programs
• Finished FY23 with record profits and a
strong order book valued at approximately
A$1.15 billion going into FY24
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SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC
FINANCIAL
SUMMARY
FY23
15.4%
increase
FY23 EBITDA
compared to
FY22
In the financial year ended 30 June 2023 (FY23), the Group’s revenue
increased to A$830.9 million, from A$809.3m in FY22, and net profit
after tax (NPAT) rose by 13.7 per cent to A$57.7 million. Profit
margins rose from 6.3 per cent to 6.9 per cent.
Earnings before interest, tax, depreciation and
amortisation (EBITDA) was A$109.1 million, an
increase of A$14.6 million from the previous
year’s results. Net cash generated from operating
activities was A$122.8 million, cash and cash
equivalents was A$70.4 million and borrowings
finished at A$56.5 million.
December 2022 saw the company’s net cash
position return to positive. This is a notable
achievement given the significant capital
expenditure on Civmec’s west and east coast
facilities in previous years, and taking into
consideration the new assembly hall at Henderson
was completed less than three years prior.
Dividend payments made to shareholders also
increased during FY23; therefore, to achieve a
positive net cash position further demonstrates the
strength of the business and the Group’s ability to
manage cash flow effectively.
The value of property, plant and equipment (PPE)
rose from A$448.1 million to A$476.3 million and,
at 30 June 2023, the Group had total assets of
$774.5 million, net assets of $420.9 million and net
asset value per share of 83.32 cents.
Bolstered by sizeable contract awards from new
and current clients across all sectors, together with
existing contract extensions, the Group finished the
year with an order book of A$1.149 billion.
FY23 Financial Performance
A$ million
Sales revenue
EBITDA
NPAT
Cash generated from operations
Earnings per share (Australian cents)
Final dividend per share (Australian cents)
Order book
EBITDA: Earnings Before Interest, Tax, Depreciation and Amortisation
NPAT: Net Profit After Tax
*as at 30 June 2023
^as at 30 June 2022
FY23
830.9
109.1
57.7
122.8
11.42c
3.0c
1,149*
FY22
809.3
94.5
50.7
36.2
10.11c
2.0
1,039^
CHANGE
2.7%
15.4%
13.7%
239.2%
13.0%
50%
10.6%
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13.7%
increase
FY23 NPAT
compared to
FY22
13.3%
increase
FY23 Net Assets
compared to
FY22
50%
increase
FY23 Final Dividend
compared to
FY22
DIVIDEND CPS (A$)
NET ASSET VALUE (A$)
FY23
FY22
FY21
FY20
CPS: Cents Per Share
5.0c
3.0c
1.0c
1.0c
FY23
FY22
FY21
FY20
Operating Currency (A$)
REVENUE (A$m)
FY23
FY22
FY21
FY20
EBITDA (A$m)
FY23
FY22
FY21
FY20
830.9
809.3
674.2
391.9
109.1
94.5
73.8
38.4
NPAT (A$m)
FY23
FY22
FY21
FY20
ORDER BOOK (A$m)
FY23
FY22
FY21
FY20
421m
371m
292m
263m
57.7
50.7
34.6
17.6
1,149
1,039
1,006
899
REVENUE
BY LOCATION
4%
4%
REVENUE
BY SECTOR
13%
5%
WA
NSW
QLD
92%
Energy
Resources
Infrastructure, Marine
and Defence
82%
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SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC
BOARD OF
DIRECTORS
James Finbarr Fitzgerald
EXECUTIVE CHAIRMAN
James Finbarr Fitzgerald joined the Civmec Limited Board on 27 March 2012, bringing
over 35 years of industry experience. In his role, he provides leadership to the Board,
guides the company’s corporate direction, and ensures compliance with corporate
governance procedures.
James has been a Board member of the Centre for Defence Industry Capability (CDIC), a
Defence Industry Policy initiative supporting Australian businesses in the Defence industry
and enhancing sector-wide projects. He has also served as a Defence Panel Expert for the
AusIndustry Modern Manufacturing Initiative.
James is dedicated to philanthropy, particularly in youth training and development, which he
considers a key aspect of the company’s growth and success. As an innovative leader, he
actively engages in and encourages business improvement initiatives and enhancements to
work methodology, aiming to enhance safety, quality, and overall business performance.
Patrick John Tallon
CHIEF EXECUTIVE OFFICER
Patrick John Tallon was appointed to the Board on 27 March 2012 and is responsible for
the establishment and implementation of strategic plans for the long-term sustainability
of the overall business. He promotes a positive safety culture, focusing efforts toward
individual wellbeing, both physical and mental. He supports a diverse workplace where
everyone feels supported and safe, and has a strong advocacy towards those less
fortunate in the community, from a personal and company perspective. He strives for
and drives Civmec to continuously improve through many channels, including training
and personal development, team building, demonstrating and encouraging leadership,
operational innovation, improving productivity, and waste elimination programs to ensure
a sustainable tomorrow within the business.
Over the past 14 years, Pat has continuously sharpened his expertise across all of Civmec’s
operating sectors, developing a keen understanding of stakeholder requirements at all levels.
Pat actively contributes to the development of professional programs for employees and
closely monitors grassroots operations, while overseeing the company’s overall operational
and financial performance. He also actively engages with the community, supporting various
charities and events, with a particular focus on the homeless. This year, Pat once again
participated in the Vinnies CEO Sleepout, raising awareness and funds for homelessness.
Kevin James Deery
CHIEF OPERATING OFFICER/ACTING CHIEF FINANCIAL OFFICER
Kevin James Deery was appointed to the Board on March 27, 2012, where he oversees
the operational activity of the Group. His primary responsibility is to ensure a workplace
that prioritises safety and to successfully deliver projects within strict quality, budget,
and schedule expectations.
With a Bachelor of Engineering (Mechanical) from Curtin University, Kevin possesses more
than 30 years of experience in managing fabrication and construction projects for various
clients throughout Australia. Currently serving as the acting Chief Financial Officer, he leads
the company’s capable and seasoned accounts team.
Kevin is known for his strategic and practical mindset, actively engaging in the evaluation
of future opportunities and avenues for the company to achieve consistent and sustainable
growth in the medium and long term.
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Chong Teck Sin
LEAD INDEPENDENT DIRECTOR
Chong Teck Sin was appointed to the Board on 27 March 2012. He is currently an
Independent Director of InnoTek Limited and AIMS APAC REITS Management Limited,
and a Director of Civmec Construction & Engineering, Singapore 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. On the Civmec Limited Board,
he is the Chairperson for both the Audit Committee (AC) and the Risks and Conflicts
Committee (RCC).
Wong Fook Choy Sunny
INDEPENDENT DIRECTOR
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 a
consultant with Wong Tan & Molly Lim LLC, a legal firm he co-founded in 1994.
He is also an Independent Director of Mencast Holdings Ltd and InnoTek Limited. Sunny
holds a Bachelor of Law (Honours) from the National University of Singapore. On the Civmec
Limited Board, he serves as the Chairperson of the Remuneration Committee (RC).
Douglas Owen Chester
INDEPENDENT DIRECTOR
Douglas Owen Chester was appointed to the Board on 2 November 2012. He was
previously a senior Australian Government official and diplomat and, prior to his
appointment, held the role of Australia’s High Commissioner to Singapore.
He has served as an independent director of a number of listed companies. Douglas holds
a Bachelor of Science (Honours) from the Australian National University. On the Civmec
Limited Board, Douglas is the Chairperson for the Nominating Committee (NC).
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SustainabilityFinancial ReportAdditional InformationGovernanceOperational Review ANNUAL REPORT 2023CIVMEC
EXECUTIVE
TEAM
Adam Goldsmith
EXECUTIVE GROUP MANAGER – OPERATIONAL SUPPORT
Adam Goldsmith joined the Group in 2017 and has made significant contributions to the
company. He is a Fellow of the Royal Institute of Chartered Surveyors, and a Graduate
of the Australian Institute of Company Directors with quantity surveying and construction
law qualifications.
He possesses over 25 years of extensive commercial and risk management expertise
acquired through prominent Australian and UK enterprises. His profound knowledge and
experience make him a valuable asset to the executive team. He has played a vital role
in establishing robust contractual, commercial and risk management procedures and
protocols while effectively aligning divisional strategies with the overarching goals of the
organisation.
Peter Ricciardello
EXECUTIVE GROUP MANAGER – PROPOSALS AND GROWTH
Peter Ricciardello is a seasoned engineering professional and a highly experienced
manager, with more than 20 years’ experience across large scale engineering and
construction projects.
He is responsible for identifying and targeting new business opportunities, fostering existing
client relationships, strategic planning and growth, and overseeing tendering activities
for the business. With a strong grasp of operational matters, Peter possesses a solid
understanding of the key requirements for successful project delivery. With his background,
he is able to successfully engage and collaborate with our clients to position Civmec for
future growth.
Charles Sweeney
EXECUTIVE GENERAL MANAGER – CONSTRUCTION
As the leader of the Group’s construction division, Charles Sweeney has been pivotal in
ensuring the successful completion of numerous key projects. Many of these projects
leverage our diverse capabilities, and Charles has developed a deep understanding of
the manufacturing processes that support construction initiatives.
He is dedicated to upholding the highest standards in safety, quality, and productivity while
prioritising the growth of the operations department and providing innovative solutions for
clients. Charles has been with the company since its establishment, and he is also the
designated nominee for the electrical and building licenses.
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David Power
EXECUTIVE GENERAL MANAGER – MANUFACTURING
With over 15 years of experience in the construction industry, David Power has been
a valued member of our company since 2011. Throughout his tenure, he has held
various management positions and gained extensive expertise on a diverse range of
major projects. David places emphasis on health, safety and quality in the workplace
and is regarded as a technically and commercially focused business leader.
Currently, David oversees the company’s manufacturing divisions nationally with market
leading facilities on both the west and east coasts of Australia. He provides guidance and
support to extensive project teams who he assists to continuously strive for high-quality
outcomes, improved productivity efficiencies, and value-driven solutions for our clients.
Mylon Manusiu
EXECUTIVE GENERAL MANAGER – MAINTENANCE
AND CAPITAL WORKS, REFINERIES AND SMELTERS
Since 2015, Mylon Manusiu has been an integral part of the
company. He is responsible for overseeing the maintenance
and capital works division, specifically in relation to refineries,
smelters, and the execution of minor projects. While
primarily stationed on the east coast, he has played a vital
role in expanding our maintenance services nationwide
and securing long-term maintenance contracts.
Drawing on his extensive experience of over 20 years,
Mylon leverages his diverse expertise to ensure the
efficient execution of maintenance, shutdown, and
refractory works. He is dedicated to motivating his
team to meet and surpass safety, environmental,
and quality targets.
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02
OPERATIONAL
REVIEW
2.1
2.2
2.3
2.4
KEY PROJECTS
ENERGY SECTOR
RESOURCES SECTOR
INFRASTRUCTURE, MARINE AND DEFENCE SECTOR
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26
30
36
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ANNUAL REPORT 2023CIVMEC
02
During FY23, we safely and
successfully delivered some of
the most spectacular projects
in our history
SABR Project
Shiploader Replacement
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SustainabilityFinancial ReportAdditional InformationGovernanceCIVMEC ANNUAL REPORT 2023 ANNUAL REPORT 2023CIVMEC
KEY PROJECTS
Key Civmec projects completed or in delivery during FY23
Energy
Resources
Infrastructure, Marine and Defence
CLIENT/OWNER
1 Baker Hughes for Beach
PROJECT
Otway Offshore Phase 5 Project – subsea structures
Energy
2 Baker Hughes for Chevron
Australia
3 Santos
Jansz-Io Compression Project Subsea Compression Manifold
Station (J-IC SCMS) – subsea structures
John Brookes Repair Project – spool replacement
4 Subsea7 executed by Subsea
Scarborough Project – subsea structures
Integration Alliance
5 Woodside Energy
6 Yara Pilbara Nitrates
7 Albemarle
8 Alcoa Australia
9 BHP
10 BHP
11 BHP Mitsubishi Alliance
12 Covalent Lithium
13 Schlam and Austin
Engineering
14 Glencore
15 IGO
16 Iron Bridge JV (IBJV)
17 Iron Bridge JV (IBJV)
18 Karara Mining
19 Newmont
20 Onslow Salt
21 Queensland Alumina Limited
(QAL)
22 Rio Tinto
23 Rio Tinto
24 Rio Tinto
25 Rio Tinto
26 Rio Tinto
27 Roy Hill
28 Roy Hill
29 Talison Lithium
30 BHP Mitsubishi Alliance
31 Luerssen Australia
32 Main Roads WA
33 Transport for NSW
34 Fitzroy Bridge Alliance
Five-year non-binding outline agreement, with two one-year
extension options
Nitrates facility – shutdown works
Kemerton Lithium Expansion Project
Calciner maintenance, major overhaul and repair services to
Alcoa mines
Nelson Point Car Dumper 3 (CD3) Replacement Project
Port Debottlenecking Project Stage One (PDP1) –
civils and bulk earthworks
Shiploader and Berth Replacement (SABR) Project – shiploader
replacement
Lithium Refinery Project – construction and maintenance
Dumper tray bodies
Collinsville Open Cut – shutdown works
Master Service Agreement – maintenance and project work
Iron Bridge Magnetite Project – SMPEI
Iron Bridge Magnetite Project – module fabrication –
CV truss and trestles
Maintenance agreement for Karara magnetite mine
Maintenance and capital works at Boddington gold mine
Capital works – workshop upgrade
Mechanical maintenance works to support major shutdowns
Western Range Project – primary crusher, conveyors
and tie-in works
Mesa A – SMPEI
Mesa A – wet plant and fixed plant workshop
Mesa A – heavy vehicle refuelling facility (HVRF)
Maintenance and refractory term contract for Boyne Smelters
Limited (BSL)
Roy Hill ROM4 Crushing Station 5 – SMPEI
Maintenance agreement for shutdown and maintenance support
services for fixed plant assets across the Roy Hill Port (Facility)
and PSA (Mine)
Site maintenance work
Shiploader and Berth Replacement (SABR) Project – berth
replacement
SEA 1180 Offshore Patrol Vessel Program
Causeway Pedestrian and Cyclist Bridges
Sydney Gateway Project Bridge SB31 and Viaduct
New Fitzroy River Bridge Project
LOCATION
Henderson, WA
Henderson, WA
Henderson, WA
Henderson, WA
Karratha, WA
Karratha, WA
Kemerton, WA
Pinjarra, Wagerup and
Kwinana, WA
Henderson, WA
Pilbara, WA
Henderson, WA and
Newcastle, NSW
Kwinana, WA
Newcastle, NSW
Collinsville, QLD
South-east WA
Marble Bar, WA
Henderson, WA
Mid-west WA
Boddington, WA
Onslow, WA
Gladstone, QLD
Paraburdoo, WA
Henderson, WA and
Robe Valley, WA
Henderson, WA and
Robe Valley, WA
Robe Valley, WA
Gladstone, QLD
Pilbara, WA
Pilbara, WA
Greenbushes, WA
Henderson, WA and
Newcastle, NSW
Henderson, WA
Perth, WA
Newcastle, NSW
Henderson, WA
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Singapore
Registered Office
E
Newcastle NSW
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20
5
D
27
16
28
14
24
25
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18
30
34
31
32 A
1 2
8
4
23
17
7
29
11
3
9
24
19
12
Perth
15
Henderson WA
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Gladstone
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11
B
33
30
Newcastle
LOCATIONS
A Perth
B Newcastle
C Gladstone
D Port Hedland
E Singapore
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SustainabilityFinancial ReportAdditional InformationGovernanceWANTSAQLDNSWVICTAS ANNUAL REPORT 2023CIVMEC
Otway Offshore Phase 5 Project subsea structures
ENERGY SECTOR
The Energy sector proved to be
a strong area of performance for
Civmec in FY23, as we continued
to deliver with quality, efficiency
and innovation. Total revenue
exceeded A$43 million,
representing a 42 per cent
increase on our previous
year’s results.
The award of two significant contracts by new
client, Baker Hughes, allowed us to showcase
our advanced capabilities in the subsea space.
The first project included the fabrication,
assembly and testing of three subsea structures
for Beach Energy’s Otway Offshore Phase 5
Project. The structures, comprising more than
200 tonnes of components, were successfully
delivered weeks ahead of the required loadout
date, despite supply chain challenges
compressing the project timeline.
Our second project for Baker Hughes is part
of the Jansz-Io Compression Project Subsea
Compression Manifold Station (J-IC SCMS) for
Chevron Australia. Civmec has been contracted to
supply and fabricate a SCMS module, foundation
and pig launcher/receiver. The works will include
testing and delivery free alongside (FAS) for
heavy lift ship loadout at the Australian Marine
Complex, adjacent to our Henderson facilities.
When complete, the SCMS module will be the
largest subsea structure Civmec has built to date,
weighing approximately 680 tonnes.
Throughout FY23, we made progress on the
subsea structure works for Subsea Integration
Alliance (SIA) for the Woodside Energy operated
Scarborough Project, completing 6 of the 13
mudmats, with other components in progressive
stages of fabrication. In total, we will supply,
fabricate, test and deliver 30 structures for the
project, which will deliver gas from the
Scarborough field to the Woodside Energy
operated Pluto LNG facility.
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ANNUAL REPORT 2023CIVMEC
We are three years into our five-year non-binding
outline agreement with Woodside Energy to support
their onshore and offshore production facilities and
capital projects. This agreement has provided our
manufacturing team with a range of minor works
packages over the year, including the provision of
miscellaneous spool piping works and structural
steel fabrication. Two one-year extension options
are available upon conclusion of the five-year term.
Our maintenance division also secured work in
the petrochemical sector, with the award of pre-
turnaround work for Yara Pilbara Nitrates and a
major shutdown of 120 personnel secured.
In a remarkable testament to the capabilities and
commitment of our team, in December, we
undertook urgent fabrication of a 35-metre by
25-metre replacement spool that ties in the John
Brookes Pipeline to the John Brookes Platform – a
platform providing domestic gas supply into WA.
With the platform inactive for the full duration of the
scope, it was critical that the project was delivered
to an accelerated timeframe. While a project of
this nature could typically take up to six months to
complete, with our dedicated team working across
the Christmas period, in collaboration with our
client, Santos, we were able to deliver the project
successfully in just three and a half weeks – efficiently,
safely and to our customary high-quality standard.
With satisfaction amongst our Energy clients at
their highest levels, and encouraging signs of
optimism in the market, we believe Civmec is in
an excellent position to capitalise on upcoming
opportunities in the Energy sector, particularly in
the manufacturing space. Our focus remains on
achieving steady growth with our current clients,
while seeking to continually broaden our client base
with new and profitable contracts.
A$43m
total annual revenue
for the Energy sector
in FY23
42% increase
FY23 Energy sector
revenue compared
to FY22
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SustainabilityFinancial ReportAdditional InformationGovernance ANNUAL REPORT 2023CIVMEC
ENERGY SECTOR continued
Jansz-Io Compression Project Subsea
Compression Manifold Station (J-IC SCMS) –
Subsea Structures
CLIENT
Baker Hughes for Chevron Australia
LOCATION
Henderson, WA
SCOPE
Civmec was contracted to supply and fabricate
the subsea structures for J-IC SCMS, including
a module (with structural, piping and connection
system), a foundation (with structure and
connection equipment interfaces), and a six-inch
subsea pig launcher/receiver (SSPLR) complete
with structural, piping, valves and connection
system.
We will also be performing factory acceptance
testing (FAT) and system integration testing (SIT) of
the structures before delivery FAS at Henderson.
Fabrication works are currently underway.
683 tonnes
weight of SCMS module when complete
535 tonnes
weight of SCMS foundation when complete
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Otway Offshore Phase 5 Project –
Subsea Structures
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CLIENT
Baker Hughes for Beach Energy
LOCATION
Henderson, WA
DURATION
August 2022 – January 2023
Scarborough Project -
Subsea Structures
SCOPE
Baker Hughes awarded us a contract to fabricate,
assemble and test three subsea structures,
including a 56-tonne flowline end termination
(FLET), a 65-tonne flowline end manifold (FLEM)
and an 81-tonne manifold, complete with integral
spools, valves and subsea connectors.
With the structures to be installed in the offshore
field directly from loadout at Henderson, they
required complete testing prior to loadout and were
built to the most stringent quality standards. Factory
acceptance testing (FAT and EFAT) activities were
performed on all three structures within the Civmec
assembly hall prior to loadout to the wharf, working
in close collaboration with the client.
CLIENT
Subsea7, executed by Subsea Integration Alliance
LOCATION
Henderson, WA
DURATION
April 2022 – mid 2024
SCOPE
Civmec was awarded a subsea structures contract
by Subsea7 on behalf of the Subsea Integration
Alliance (SIA) for the Woodside Energy operated
Scarborough Project in FY22. The scope includes
the supply, fabrication, surface treatment, testing
and delivery of 30 structures for the project, including
13 mudmats, 7 inline tee (ILT) structures, 6 FLET
structures, a riser base manifold and foundation, a
32-inch pig launcher receiver (PLR) and 16-inch PLR.
Fabrication of 6 of the mudmats was completed in
FY23, with other components in various stages of
fabrication at our Henderson facilities.
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RESOURCES
SECTOR
The Resources sector
delivered a record revenue of
A$679 million in FY23, an
increase of A$48 million on
the previous financial year. With
our wide range of blue-chip
clients and proven delivery,
the sector remains our highest
performing, reinforcing our
position as the go-to contractor
for construction and maintenance
in the Resources sector.
Following the delivery of the civil and concrete
package last year, we continued works on the Iron
Bridge Magnetite Project throughout FY23. Our
onsite scope includes the structural, mechanical,
piping, electrical and installation (SMPEI)
construction of the dry plant. Under a separate
contract, we finalised fabrication, assembly
and loadout of the project’s conveyor trusses
and trestles, utilising both our Henderson and
Newcastle facilities.
The largest module ever built by Civmec, and
one of the largest shiploaders built globally, was
completed and shipped to Hay Point, QLD, in
December. The Shiploader (SL2A) project for
the BHP Mitsubishi Alliance (BMA) involved the
fabrication, modularisation and commissioning of a
2,000-tonne, 52-metre-high shiploader. Again, we
leveraged our well-equipped east and west coast
manufacturing facilities to effectively complete the
scope of works, including subsequent scopes
that were added to the contract during its delivery.
Final assembly and commissioning took place at
Henderson before delivery free alongside (FAS) a
heavy lift ship at the AMC.
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By late 2022, we had completed our scope
at Mesa A, which included SMPEI of the wet
plant, design and construction of the fixed plant
workshop, and design and construction of the
heavy vehicle refuelling facility (HVRF). In total,
we delivered more than 10,000 tonnes of SMP
manufactured items for the wet plant and 225
kilometres of electrical, instrumentation and
communication cables.
Our work at the Roy Hill ROM4 crushing station
concluded in February, which entailed the complete
construction of Crushing Station 5, from the ROM
bin through to the transfer station.
Delivery of major construction projects for BHP
are ongoing, including the Car Dumper 3 (CD3)
Renewal Project, which includes the fabrication
and surface treatment of the CD3 cage structure
and end rings and an added mechanical
package. We also continued works on BHP’s Port
Debottlenecking Stage One (PDP1) civil and bulk
earthworks package at Nelson Point.
During FY23, we made meaningful progress in
the lithium space, with our major construction
contract for Covalent’s Lithium Refinery in Kwinana
progressing well. The substantial multidisciplinary
works package involves structural and piping
fabrication, SMP erection, refractory lining,
insulation, and electrical and instrumentation (EI)
installation works. The project is forecast to peak at
800 personnel during the construction.
In May 2023, Albemarle announced it would build
two additional processing trains at its Kemerton
Lithium Plant, making it the largest investor in
downstream lithium processing in Australia. In a
testament to our successful delivery of the first
two trains, we were awarded three subsequent
contracts for various scopes of works on the
expansion.
A$679m
total annual revenue
for the Resources
sector in FY23
Iron Bridge Magnetite Project
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RESOURCES SECTOR continued
Our scope on the Albemarle expansion project will
include civil and concrete works, the fabrication of
25 carbon steel tanks, and the manufacture
of kilns.
Reinforcing our long-standing relationship with
Rio Tinto, in January, we were awarded one of
our biggest contracts to date: the A$330 million
Western Range contract. Located around ten
kilometres from Rio Tinto’s existing Paraburdoo
operations, the works involve the greenfields
construction of a new primary crusher and more
than ten kilometres of overland conveyors, as well
as brownfields tie-in to the existing Coarse Ore
Stockpile (COS). The full vertical delivery package
will utilise most of our in-house capabilities and
provide employment for around 400 onsite and 150
offsite personnel. Plant, equipment, and a small
team have been mobilised to site, with the works to
be completed in FY25.
Demonstrating our commitment to continually
refining methodologies to optimise efficiency,
we are pleased to report a sizeable increase
in the production of dumper tray bodies from
our Newcastle facility. In fact, dumper tray
manufacturing output increased during FY23 by
57 per cent. Initially capable of producing less than
two trays per month, the facility now produces
approximately two per week for our clients.
This success can be attributed to the team’s
innovative approach, which has included designing
specialised work areas, and optimising logistics at
the facility.
Schlam tray bodies assembled for clients in the Hunter Valley, NSW
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With the Resources sector remaining strong and
Australian commodities in high demand, we have
observed increased interest from clients regarding
our capacity for their upcoming projects. Feedback
from engineering firms is positive, which traditionally
has been a strong indicator as to the magnitude
of the upcoming pipeline. The lithium market is
dynamic, presenting numerous opportunities in
our fields of expertise. In the short term, our focus
lies on carefully selecting and securing projects
that align with our business objectives, maximising
the utilisation of our multidisciplined capabilities
in singular packages of work. Presently, we
are prioritising our efforts towards the effective
management of our current commitments rather
than solely pursuing new work. With indications
that labour availability will continue to improve, this
strategic and structured approach to growth will
allow us to effectively capitalise on opportunities as
they come to light in the short and medium term.
Civmec rope access crew performing maintenance
In line with our strategic growth plan, we targeted
a wide range of shutdown, refractory and capital
works projects throughout the year, leading to
several major maintenance awards. This included
acceptance onto BHP’s WA iron ore operations site
engineering panel – a three-year contract, with the
follow-on opportunity for two one-year extensions
– and the award of a non-exclusive ‘umbrella’
construction services panel agreement for Rio Tinto
Aluminium, which is also a three-year contract.
During FY23, Civmec performed a multi-million-
dollar shutdown under our calciner maintenance
term contract for QAL, involving refractory and
mechanical maintenance works. Our presence
at Roy Hill has continued to grow, with increased
numbers of Civmec personnel now forming larger
portions of the planned maintenance shutdowns
across both the Port and PSA (Mine). At Covalent,
our new rope access division delivered an innovative
roof jointing solution to the multiple sections of the
stockpile dome. Additional maintenance clients
include Alcoa Australia, Fortescue Metals Group,
Glencore, IGO, Newmont and Talison Lithium.
We are pleased to have made significant inroads
this year towards securing consistent employment
for our maintenance workforce, a sustainability
issue that is best overcome by gaining a broader
range of clients and work across varying
commodities. We consistently target repeatable,
sustainable baseload works to drive recurring
revenue in the sector.
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RESOURCES SECTOR continued
Iron Bridge Magnetite
Project – SMPEI and
Module Fabrication
CLIENT
Iron Bridge JV (IBJV)
LOCATION
Marble Bar, WA
DURATION
August 2020 – late 2023
SCOPE
Having completed the civil and concrete package
last year, which comprised detailed earthworks
and 53,000 cubic metres of structural concrete
components for the dry plant, this year Civmec
undertook the fabrication/modularisation package
and SMPEI. This included the supply and modular
assembly of 4,700 tonnes of conveyor, trusses,
trestles and modules, structural, mechanical,
module installation and hook-up of 30,000 tonnes of
components, and approximately 630 kilometres of
electrical and instrumentation works for the dry plant.
Shiploader and Berth
Replacement (SABR)
Project – Shiploader
Replacement
CLIENT
BHP Mitsubishi Alliance (BMA)
LOCATION
Henderson, WA and Newcastle, NSW
DURATION
August 2020 - December 2022
SCOPE
Civmec was awarded a contract by BMA
to fabricate, modularise and commission a
2,000-tonne shiploader for the SABR Project. The
scope included the supply, fabrication, surface
treatment, assembly and no-load commissioning
of the shiploader. The majority of the work was
undertaken at Henderson, supported by our
Newcastle facility.
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Roy Hill Port (Facility)
and PSA (Mine) -
Maintenance
Agreement
A$862m
contract awards and
extensions for the
Resources sector
in FY23
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Roy Hill
LOCATION
Pilbara, WA
DURATION
2022 – 2027
SCOPE
In 2022, Roy Hill extended our Shutdown and
Maintenance Support Services Agreement by
an additional five years through to March 2027.
Through this agreement, Civmec provides
multidisciplinary shutdown and maintenance
services for the fixed plant assets across the
Roy Hill Port (Facility) and PSA (Mine).
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INFRASTRUCTURE,
MARINE AND
DEFENCE SECTOR
With strategically located,
waterfront facilities in Henderson
and Newcastle, Civmec offers
a world-class resource and
highly specialised services
in prime locations for our
Infrastructure, Marine and Defence
sector clients. Throughout FY23,
our expertise and broad range of
services and capabilities has seen
us continue to play key roles
in the successful delivery of
major national projects across
the sector.
Our integrated capabilities were displayed as we
completed the Shiploader and Berth Replacement
(SABR) Project – Berth Replacement – for the
BHP Mitsubishi Alliance (BMA), which weighed
approximately 11,000 tonnes at completion,
made up of 54 individual modules. Fabrication
and assembly of the majority of components were
undertaken at Henderson, while our Newcastle
facility undertook some technically complex
works for the project, completing the fabrication,
assembly and surface treatment of three dogbone
ballast beams, weighing 540 tonnes.
Works continued on the Sydney Gateway Project’s
Bridge 31 (SB31) and Viaduct Span 6 and 11
girders, with completion and installation of the
Span 11 girders and SB31. Fabrication of Span 6
is ongoing. In an example of innovation, we value
engineered a solution for the client by taking what
were originally designed as ten two-part girders
(requiring extensive onsite welding and temporary
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works) and building them as five single-length
girders instead, each measuring 55 metres in
length and weighing 65 tonnes. We also developed
a detailed transportation plan to move the sections
from our Newcastle workshop to the Sydney
site, saving the client substantial time onsite and
delivering a safe, successful outcome.
In what will undoubtedly become another iconic
landmark in the city of Perth, we commenced
works on the Causeway Pedestrian and Cyclist
Bridges Project in early 2023 for Main Roads
WA. The unique and striking design, which
was influenced by a local group of First Nations
Elders who worked with the alliance, includes
one boomerang-shaped pier and two inspired by
digging sticks. Once complete, the bridges will
provide safer access for more than 1,400 cyclists
and 1,900 pedestrians who use the path on the
existing Causeway Bridge daily.
In June, we were awarded a contract on the
New Fitzroy River Bridge Project by the Fitzroy
Bridge Alliance. The bridge, located in WA’s
Kimberley region and previously damaged by
storms, is a critical piece of infrastructure in
the area, requiring accelerated delivery of all
scope requirements. Civmec’s scope includes
approximately 1,125 tonnes of bridge beams and
400 tonnes of piling. Work has commenced at our
Henderson manufacturing facility, with completion
forecast for FY24.
As we continue in our delivery of blocks for the
Royal Australian Navy’s (RAN’s) Arafura Class
Offshore Patrol Vessels, we are continuing to refine
our methodologies to maximise our productivity
and safety. During FY23, we commenced
construction of OPV6, with project milestones
achieved on schedule and OPV7 commencement
planned for early FY24.
A$109m
total annual revenue
for the Infrastructure,
Marine and Defence
sector in FY23
SABR Project Berth Replacement
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INFRASTRUCTURE, MARINE AND DEFENCE SECTOR continued
In October, we attended Land Forces 2022
in Brisbane, showcasing the capabilities of
the Australian Maritime Alliance (AMA), an
alliance formed last year between Civmec and
Serco, established to target Australian Defence
opportunities, such as the Australian Army’s
Land 8710 program. The AMA’s ‘Oboe’ design,
submitted for Phase 1A of the program, was
granted structural approval in principal in July 2022.
The ‘Oboe’ is a state-of-the-art amphibious vessel,
capable of carrying a diverse range of combat and
support vehicles in service with the Australian Army
and our allies. The AMA has since undertaken
internal reviews of all aspects of the LAND 8710 1A
solution, ensuring we stand ready to deliver for the
Commonwealth, bringing Australian industry skills
and expertise to the forefront.
This year saw the release of the government’s
Defence Strategic Review. Presently, there
are many recommendations about increased
SABR Project dogbone ballast beams en route to Hay Point
requirements for the Australian Defence Force’s
posture and structure. With this in mind, we
are optimistic about the opportunity pipeline in
Henderson for Defence-related work, which we see
as an important medium to long-term growth area.
We will seek to further expand our accreditations
within the Infrastructure sector, growing and
developing our solid reputation as a contractor
of choice that can be trusted to deliver efficiently,
innovatively, and to the highest of standards.
11,000 tonnes
weight of completed
SABR Project Berth
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Sydney Gateway
Project
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Transport for NSW
LOCATION
Sydney, NSW
DURATION
March 2022 – August 2023
SCOPE
Following the successful delivery of the SB31
Bridge, Civmec was contracted to undertake
works on the Viaduct. The scope includes the
supply, processing, fabrication, assembly, surface
treatment and delivery to site of large steel bridge
beams, as well as the site splicing and installation
of bracing for the two bridge spans. Each of
the bridge spans contain 20 girder segments.
Segments were manufactured into five 55-metre-
long, 65-tonne girders and delivered to site at night.
The girders are the longest steel girders delivered
into metropolitan Sydney by Civmec.
Causeway Pedestrian
and Cyclist Bridges
CLIENT
Main Roads WA (MRWA)
LOCATION
Perth, WA
DURATION
April 2022 – late 2024
SCOPE
The project will link the Victoria Park foreshore
to Heirisson Island and the Perth CBD at Point
Fraser with two cable-stayed bridges, spanning
approximately 1,000 meters in length. Civmec is
delivering the project in an integrated alliance with
Seymour Whyte Constructions, WSP, and MRWA.
The scope includes architectural and engineering
design; fabrication and transportation to site of
approximately 2,000 tonnes of complex steel
structures; ground preparation, earthworks and
piling for approach embankments; in-river works,
including piling, pile caps and pylon structures; and
structural erection and electrical installation.
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INFRASTRUCTURE, MARINE AND DEFENCE SECTOR continued
Offshore Patrol Vessels
CLIENT
Luerssen Australia
LOCATION
Henderson, WA
DURATION
2018 – 2029
SCOPE
Civmec continues to deliver high-quality blocks
(steel sections) for the Royal Australian Navy’s
Arafura Class Offshore Patrol Vessels. This financial
year, we commenced construction on OPV6, with
OPV7 due to commence in early FY24.
1.6 kilometres
of steel girders and bridges delivered
for NSW infrastructure projects
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03
SUSTAINABILITY
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
SUSTAINABILITY REPORTING
BOARD STATEMENT
STAKEHOLDER INFORMATION AND MATERIALITY
HSEQ INTEGRATION
HEALTH AND SAFETY
QUALITY
ENVIRONMENT
PEOPLE
COMMUNITY
3.10 STAKEHOLDER ENGAGEMENT
3.11
INVESTOR ENGAGEMENT
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We strive to deliver sustainable
growth and social value, with
careful consideration of people,
the environment and the economy.
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ANNUAL REPORT 2023CIVMECSUSTAINABILITY
REPORTING
At Civmec, we are deeply committed to generating long-term
sustainable value for our stakeholders while safeguarding the needs
of future generations.
We recognise that our continued success is
intrinsically linked to the successful management of
our environmental, social, and governance (ESG)
risks, opportunities and obligations.
Each year, we report on our sustainability
performance, providing stakeholders with
clear and transparent information about our
approach, performance, strategies and goals. Our
sustainability reporting processes are subjected
to internal review, ensuring the accuracy and
reliability of our sustainability disclosures and
identifying areas for improvement. As a result, this
year, we embarked on a program to capture the
absolute data from all our facilities and projects.
This process of data collection and reporting has
resulted in a more comprehensive assessment of
our overall performance.
We disclose our impacts on people, the
environment and the economy, reporting on
sustainability in accordance with the Global
Reporting Initiative (GRI) Sustainability Reporting
Standards: Core Option, as we have since 2018.
We continue to report to this standard because the
wide range of material topics they encompass are
the most relevant to our business. By consistently
utilising these standards, we can effectively compare
our sustainability progress and results over time,
as well as with other comparable organisations.
We support these standards in promoting greater
transparency and accountability in sustainability
amongst organisations across the globe.
Civmec Limited has reported in accordance with
the GRI Standards for the period 1 July 2022 to
30 June 2023.
For ease of reference, a GRI Content Index is
located on page 230 of this report.
A$374 million
contributed to the economy through wages and salaries
A$298
million
paid to local
suppliers
22%
reduction in
absolute emissions
intensity
26%
reduction in
absolute Scope 2
emissions
CLICK or scan QR code to view our Sustainability Policy and learn more.
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BOARD STATEMENT
We are pleased to present the Civmec Limited Sustainability
Report within this year’s Annual Report as the company combines
the two publications for the first time. This year, the report
also includes Civmec’s initial assessment of climate-related
risks and opportunities for the business, which aligns with the
recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD) framework, as required by the SGX.
As part of Civmec’s alignment with the TCFD and efforts to improve governance of climate-
related issues, the Board of Directors has undergone mandatory sustainability training with
certified training providers. This ensures that we are developing a consistent understanding
of how climate-related risks and opportunities affect the business. In addition, an external
consultant was engaged to provide recommendations and assurance that these initial steps are
set at an acceptable standard for our industry. Further information on our alignment with TCFD
recommendations can be found on pages 122 to 125, and 237 of this report.
As the Board, we are responsible for overseeing and monitoring the management by the executive
team of material ESG factors that present significant risks and opportunities to the company. We
consider sustainability issues in the business, provide strategic direction, and ensure that we are
fulfilling our obligations to the ASX and SGX.
During FY24, our sustainability agenda has remained steadfast, focusing 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 HSEQ, people, community, governance and financial targets.
We would like to take this opportunity to thank all stakeholders for their ongoing support and
engagement as we continue this journey towards a sustainable and responsible future.
Sincerely,
Civmec Limited Board
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STAKEHOLDER
INFORMATION
AND MATERIALITY
We endeavour to improve our performance and increase
disclosure in those areas of the business where we have the
potential for the largest positive and negative impacts.
Our materiality assessment conducted in September 2022 surveyed a
diverse cross section of stakeholders, including members of the Civmec
Board, management, and a randomised selection of employees and
suppliers. The results of the survey indicated the top material issues for
the business were:
Anti-corruption
Taxation
Non-discrimination
Occupational Health
and Safety
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Civmec is reviewing the design and process of
our sustainability materiality assessments to
improve information collected for FY24.
In 2015, the United Nations agreed on 17
Sustainable Development Goals (SDGs) as part
of its 2030 Agenda for Sustainable Development.
As a supporter of the SDGs, we understand we
can positively contribute towards these goals
through our own sustainable business practices.
At present, we believe we have the most influence
and can make the most impact by reducing
inequalities, ensuring responsible consumption
and production, focusing on industry innovation,
inclusion, resilient infrastructure, climate action
and partnerships for the goals.
We recognise that we have a greater ability to
influence positive outcomes in some SDGs more
than others. As you read through this report you
will see the SDGs symbols referenced at the start
of each section. The order of the symbols directly
corresponds to the relative level of influence we
have on the SDGs, from greatest to least impact.
United Nations Sustainable Development Goals
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HSEQ
INTEGRATION
FY23 marks the second year since integrating our Health, Safety,
Environment and Quality (HSEQ) divisions into one overarching
division, which has resulted in a more consistent, structured
and mature approach, and improved consolidation of our HSEQ
management system.
Many new roles created for the team have been filled organically, giving people within the company
the opportunity to take on senior leadership roles. This includes the roles of Divisional Lead HSE and
Divisional Lead Quality to support our construction and maintenance divisions, and a HSEQ Auditor role
involved in all business activities. Some minor structural changes to the senior HSE and Quality roles
within manufacturing on both the west and east coast have led to increased integration and collaboration
between Facility Management and Corporate HSEQ Management, delivering positive outcomes. During
the year, a full-time ESG Lead and Sustainability Advisor commenced with the business.
We reviewed and updated several HSEQ operational level procedures, including isolation and tagging,
lifting, scaffolding, hot work and equipment calibration. We also updated many of our HSEQ management
system procedures, such as fitness for work, emergency preparedness and response, hazard identification
and risk management, HSEQ documented information, and NCR and Corrective Actions.
HSEQ presents to the executive team monthly, has strong participation at support services meetings and
presents at several Board meetings.
Going forward, our long-term focus will be to continue to refine and improve our standards and overall
consistency of HSEQ functions across the facilities and sites.
ISO Certifications
Our performance is underpinned through
compliance with our Health, Safety and
Environmental Management System (HSEMS),
which remains consistent with our business needs
through regular reviews and updates of our risk
registers and processes, and internal inspections
audits. The HSEMS is certified annually to Lloyds
international standards, ISO 45001:2018 (health
and safety), and ISO 14001:2015 (environment),
while our Quality Management System (QMS) is
certified to ISO 9001:2015.
HSEQ Audits
In May, our annual ISO audits were conducted by
Lloyds Register, covering not only our ISO 45001
certification, but also our ISO 14001 and ISO 9001
certifications. There were no non-conformances
raised, which reinforces the positive systemic
improvements we have made in the HSEQ area.
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The Office of the Federal Safety Commissioner
confirmed our risk rating was reduced from
medium to low risk on the back of four successful
audits over the past few years. This low-risk
rating means our reaccreditation period has been
extended to six years, from three, rendering our
certification current to 30 October 2028.
In October, we received an external HSE assurance
audit covering the Henderson facility and corporate
office. The audit report was positive, with each
audited element compliant, and with only four
recommendations for improvements identified. Our
annual Weld Australia ISO 3834 certification audit
was also completed at our west coast facility in
October, resulting in no non-conformances (NCR)
and just two opportunities for improvement (OFI).
In November, our annual Steelwork Compliance
Australia (SCA) certification audit was conducted
on our corporate systems at our Henderson facility.
For this, we received a good audit result with zero
NCRs and one OFI.
Also during the year, we conducted two crisis
level exercises under the guidance of external
consultants. The first was at an operational level
and involved operational leaders from across
the business. The scenario was based around a
remote area traffic accident between a mine site
and local town. The second scenario was held in
May, involving a psychosocial crisis episode at an
executive level, and bullying that escalated into
physical and psychological harm to a number
of people. Both drills equipped us with beneficial
knowledge and experience.
HEALTH AND
SAFETY
The health, safety, and physical and mental wellbeing of our
people is critically important to Civmec.
Above all, we want our employees to go home safely every night, with
zero harm to themselves or each other, and feel well in mind and body.
We operate under the philosophy of ‘Never
Assume’, reminding our employees, contractors
and visitors to never assume an action, workplace
or condition is safe. It gives every single person
the right and responsibility to stop work if they
feel that any task carries a level of risk that
they are uncomfortable with, or if they see an
unsafe behaviour or working environment. It also
encourages everyone to be part of the solution and
take ownership of any safety concerns.
Additionally, Civmec has six ‘Critical Safety
Essentials’ – a set of mandatory rules that govern
our behaviour and how we operate. These safety
principles are communicated to employees in
inductions and through marketing collateral.
Further supporting our HSEMS is our onsite
fitness-for-work health centre, as well as our
Registered Training Organisation (RTO), which
offers high-quality training specific to our safety
processes. All Civmec employees undergo
mobilisation inductions, with site workers also
undergoing pre-start, re-starts during the day,
toolbox and other regular safety interactions
and training exercises.
CLICK or scan QR code to view our Health and Safety Policies,
and Never Assume Charter.
^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact.
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nature of the Civmec business and opportunities
for HSE graduates within the business, along with
an overview of the Civmec HSE Graduate Program.
A hand injury prevention workshop was held
in January with project and facility leaders. The
presentation provided an overview of previous hand
injuries across the business in the past year and
to look at engineering-based controls, new tooling
and administrative changes to further reduce the
quantity and severity of hand injuries occurring
across the business.
Our ‘Know The Line’ workplace behaviour program
was introduced to address behaviours associated
with gender discrimination and harassment,
complete with mandatory training across all
facilities and project sites. This is now a mandatory
training for new starters, reinforcing our no
tolerance approach. The training was accompanied
by an intensive communications campaign, which
included our own ‘Know The Line’ video and highly
visible posters at our facilities and sites.
At Civmec, we also offer ongoing reinforcement of
positive safety behaviours, acknowledged through
our employee reward and recognition programs.
One of our May safety excellence raffle winners
HEALTH AND SAFETY continued
Health and Safety Initiatives
Over the course of FY23, a number of initiatives
were implemented or expanded.
With dropped objects identified as a high risk,
we introduced a dropped object prevention plan,
putting in place a series of measures that aim to
decrease the number of dropped object incidents.
This is helping bring Civmec closer to our target of
zero dropped objects.
During December we rolled out our ‘Finish Strong’
campaign across the business, facilitated to drive
an incident and injury free month at the year’s
conclusion. The campaign was designed to
encourage the completion of every day safely, one
day at a time. A ‘Never Assume’ safety message
was created for each day in December and used
to start a conversation amongst the work crew on
a relevant safety topic, ensuring people maintained
their usual safety focus with the holidays
approaching.
Following this, our ‘Start Stronger’ campaign
commenced in January with a 30-day focus to
complete the month injury and incident free, which
was marked on a calendar and posted on pre-
start boards across our operations. Pleasingly, we
noted a significant improvement, compared to the
previous two Januarys, with an overall reduction
in injuries and incidents across our projects and
facilities.
As a proactive health initiative, throughout March
we provided skin checks at our medical centre
in Henderson, free of charge, with a goal of
promoting overall skin health and early detection
of skin cancer. We also provided employees
with access to free COVID-19 and influenza
vaccinations.
An annual management HSE review meeting
was conducted in early September, attended by
Civmec’s CEO, COO, executive team and other
senior management representatives. The review
covered statistical analysis, objectives and targets,
auditing, legislative changes, resourcing, training
and opportunities for improvement.
An injury management and workers’ compensation
awareness session was held with senior HSE
project staff across the business. This session was
co-facilitated with our insurance brokers, focusing
on potential risk areas for the business and key
controls to ensure the risks are managed.
In August, the Group Manager HSEQ provided a
presentation to the Curtin University HSE final year
students. The presentation outlined the diverse
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February safety excellence reward raffle and barbeque at Henderson
Health and Safety Performance
In FY23, Civmec recorded a slight increase in the
amount of hours worked. Pleasingly, despite this
increase in working hours, we reported a 51%
decrease in our lost time injury frequency rates
(LTIFR) for the July to June period.
Recordable injury rates improved across
both our construction and manufacturing
divisions throughout the year. The most notable
improvement was across our manufacturing
division. On the east coast, manufacturing
achieved a full 12-month period without a
recordable injury, including lost time injuries. Our
west coast facility achieved four separate months
of no recordable injuries in the second half of FY23,
contributing to the overall reduction in recordable
injuries throughout the year.
Accomplishing multiple months without a single
recordable injury is a remarkable achievement
that highlights the proactive effort that has been
put in by the whole team to drive sustained safety
improvement in recent years. We understand how
important it is to celebrate these collective efforts
and satisfying results, and throughout the year we
have recognised and rewarded our people with
various at work and out of work social events, and
voucher and gift giveaways throughout the year.
51%
decrease
in lost time injury
frequency rate
Our safety performance and key metrics are outlined in the tables below.
Metric
LTIFR per million hours worked
AIFR per million hours worked
Fatalities
Fines and prosecutions
LTIFR: Lost Time Injury Frequency Rate
AIFR: All Injury Frequency Rate
FY22
0.74
51.25
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0
FY23
Target
<0.5
<45.00
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FY23
0.36
50.24
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Result
FY24
Target
<0.5
<45.00
0
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Metric
Severity rate (lost days per million hours worked)
Total
15.42
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HEALTH AND SAFETY continued
BODY PART
INJURIES
29%
34%
6%
15%
16%
Hands/fingers
Eyes
Legs/hips
Back
Other
The main types of injuries were strains and sprains,
which is consistent with industry trends for the type
of work undertaken in construction, manufacturing
and maintenance environments. We will continue to
be proactive in our safety approach, with an aim to
reduce injury incidences and severity.
There were
no fines or
prosecutions
for Health and
Safety events
during FY23.
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Mental Health and Wellbeing
At Civmec, we believe that mental health is just as important to our people as physical health.
In 2021, we introduced our Mental Health Strategy 2021 – 2024, whereby a set of responsibilities was
allocated within management and resources to facilitate the achievement of our strategy objectives. The
strategy encompasses formal training and awareness of mental health and includes risk assessments to
identify critical psychosocial risks and ensure appropriate control measures implemented.
We have procedural documents to ensure corporate and operational level integration of requirements,
and have continued our targeted auditing program to ensure implementation of the strategy is consistent
across the business. Between February and May, our HSEQ Auditor commenced a series of ‘Mentally
Healthy’ workplace audits. All projects and facilities were audited over a three-month period. This is part
of the business’ plan to ensure that psychosocial hazards and risks are addressed, and coincides with the
recent roll out of our ‘Know The Line’ training across the organisation. As we commence new projects,
they are added to the audit schedule to ensure all projects are captured.
Additional elements that support our
strategy include:
• our ongoing partnership with MATES in
Construction, providing suicide prevention
education and training, peer-to-peer
support, individual case management and
access to a 24/7 helpline;
• the Civmec Employee Assistance Program
(EAP), which is a confidential, free 24/7
helpline for employees and their families;
• provision of mental first aid training to
leaders in the Civmec business;
• adding psychosocial components to our
Fitness for Work, Emergency Preparedness
and Response, and Crisis Management and
Business Continuity procedures;
• in addition to ‘Know The Line’ training,
increasing the visibility of this initiative with
posters across all offices, facilities and sites
featuring QR codes for reporting of any
workplace behaviour incidents;
• continuation of our Blue Tree journey, which
commenced in 2019 and continues across
our sites, encouraging people to seek
support when they need it;
• participation in R U OK? Day, including
implementation this year of our Blue Arm
Band initiative;
• zero tolerance on bullying, discrimination
and harassment;
• a buddy program for new starters;
• early intervention programs on substance
abuse;
• prevention programs, including health
assessments and pre-employment
screenings;
• access to education and training programs;
• access to our Employee Benefits program –
gym memberships, health insurance, travel
discounts, financial advisory services; and
• an onsite medical facility, active lifestyle
programs, and injury management
services to promote overall health
and wellbeing.
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HEALTH AND SAFETY continued
Future Focus
Following the successful achievement of our goals for FY23, we turn our health and safety focuses in
FY24 to the following focus areas:
• Investigating and implementing technology-based software programs to help prevent or reduce the
frequency of musculoskeletal injuries across our facilities and operations. The technology will be
used to assess body positioning and movement when conducting manual work or work in tight or
restricted areas.
• Continuing trials for a new training database, which commenced during February. This database
allows for both the Training Needs Analysis and training records to be stored in one location,
and for the training needs for specific job roles to be easily identified. It also allows client training
requirements to be easily captured for specific projects.
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QUALITY
At Civmec, delivering to the highest quality is a fundamental
part of the way we do business, and crucial for sustainability.
While this is integral to every project we deliver, it is even more
important when considering the diverse range of technical and,
often, highly complex projects we have extensive involvement in.
We have a wide range of procedures to ensure the optimum
management of quality, including a QMS manual, equipment calibration,
and non-conformance and corrective action.
In addition to the certification of our QMS to
ISO 9001:2015, our facilities across Australia
hold certification to ISO 3834.2:2008, ‘Quality
requirements for fusion welding of metallic materials
(Part 2: Comprehensive quality requirements)’,
demonstrating that our 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’.
Our world-class project controls system, Civtrac,
seamlessly integrates project delivery data
from design through to commissioning, offering
invaluable insights and controls. By leveraging
Civtrac, we can ensure the timely and cost-effective
delivery of a superior quality product.
This year, we implemented the following quality-
focused initiatives:
• the review and update of quality
procedures and processes, including
calibration, non-conformance reports (NCR),
our QMS manual and PQP template;
• strengthened the quality leadership
team with additional roles, such as a
Quality Superintendent, Quality Systems
Coordinator and Divisional Lead Quality;
• increased integrity and benefits of review
findings of NCR root causes, incorporating
direct and indirect costs, and corrective
action management;
• enhanced the processes involved in supplier
and subcontractor audits; and
• built on the existing Civmec Quality Risk
Register.
Additionally, we made changes to enhance our
customer feedback process. By improving our
customer feedback collection process survey
reports, we have experienced an upsurge in
responses. Consequently, we are now receiving a
comprehensive view of customer opinion, which
allows us to more accurately measure satisfaction
levels and identify areas for enhancement that help
support our continuous improvement philosophy.
In March, we held our annual quality management
review meeting, involving the Civmec executive
team. The Group Manager HSEQ presented quality
information in line with the ISO 9001 standard.
Subsequently, improvements were made to the
QMS, including better management of calibrated
equipment, review of quality management plans
and the corporate quality risk register.
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QUALITY continued
Future Focus
As we continue in our efforts to deliver to our clients a premium quality end product on every project,
our future focuses in FY24 include:
• the ongoing focus on the tracking and review of quality Key Performance Indicators (KPIs) at
a project and facility level; and
• achieving continuous improvement on the level of detail we capture for the management of
Non Conformance Reports (NCRs).
CLICK or scan QR code to view our Quality Policy and learn more.
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ENVIRONMENT
This year, Civmec has greatly expanded our level of disclosure
to improve our understanding of impacts and risks, inform
strategies to reduce our environmental footprint, and increase
our transparency with our stakeholders.
This continuous improvement process aligns with our company values
of excellence and collaboration. New disclosures include climate-related
issues, energy and emissions estimations, and water consumption.
Our HSEMS remains consistent with our business
needs through regular reviews and updates of
our risk registers and processes, and internal
inspections and audits. Each year, to retain our
Lloyds International ISO 14001:2015 certification,
we must undergo a Lloyds audit. This year,
Civmec received a solid audit result with no non-
conformances identified.
We ensure we are maintaining high operational
standards at our project sites by administrating
our own processes and procedures, while adhering
to client expectations and striving to continuously
improve and minimise our impact. We also
adhere to local, state and federal environmental
regulations.
During FY23,
we received no
environmental
fines, breaches
and/or notices in
relation to state
of federal laws
and regulations.
CLICK or scan QR code to view our Environmental Policy and learn more.
^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact.
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ENVIRONMENT continued
Environmental Performance
Metric
Significant environmental incidents (>Level 4)
Prosecutions and infringement notices
Energy intensity (TJ/A$m)#
Emissions intensity (tCO2e/A$m)#
Recycling participation rate¹
FY23
Target
0
0
<0.17
<25.00
>70%
FY23
Result
0
0
0.16
21.94
76%
FY24
Target
0
0
NA*
NA*
>75%
# Energy and emissions intensities are compared with targets set in FY22 and measured at manufacturing facilities only.
* As of FY24, Civmec will be reporting absolute energy and emissions data. Manufacturing only data will no longer be reported separately.
1 Rate derived from total amount of materials recycled compared to total amount of waste generated, and measured at manufacturing
facilities only.
We recognise that strong environmental
performance is a major component to the success,
growth and sustainability of the company.
• expanding our emissions data collection
and reporting to include all Civmec projects
and assets yards;
In the pursuit of continual improvement, we
researched, developed and implemented a
series of initiatives to improve our environmental
performance, reduce our impacts and make a
positive contribution to the communities in which
we operate, including:
• investment in a solar PV system for our
Stuart Drive asset yard;
• design and assembly of a mobile solar and
battery power unit, providing power for
remote ablution blocks and storage sheds;
• expanding the electrification of our forklift
workshop carriers and site-based lighting
towers;
• incorporation of sustainability features in the
design of our Port Hedland facility, including
the use of GECA (Good Energy Choice
Australia) certified building materials and
water tanks;
• collecting steel, aluminium and other scrap
metals, cardboard, hard plastic packaging,
batteries, waste oil, and various other items
at our manufacturing facilities for a recycling
program;
• donating laptops destined for recycling to
the Men’s Shed Wanneroo to upcycle to
communities in need, also extending the
life of the technology;
• collecting bottles and cans at our Henderson
facility and specific construction sites for a
recycling program, with proceeds donated
to St Patrick’s Community Support Centre;
• participating in Clean Up Australia Day for the
sixth consecutive year, this year collecting
rubbish at Henderson and Newcastle;
• continuing the promotion of an
environmentally aware culture through
ongoing training and communication across
all levels of the business.
Solar panels at Henderson
Solar and battery powered remote ablution block
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Clean Up Australia Day
Climate Change
Climate change is a complex challenge that has the potential to affect many facets of the Civmec value
chain. We are committed to playing an active role in combatting climate change, through a strategic
approach to emissions reduction. Our strategy includes understanding, assessing and managing climate-
related risks to the business, and realising the opportunities, in order to create a smooth transition to a low
carbon economy.
In FY23, Civmec took the first steps towards aligning our systems and process with the TCFD. In doing
so, we seek to provide greater transparency on how climate-related issues will affect the business, the
opportunities that will arise in tackling climate change, some of which are already being realised (refer to
case study overleaf), and how the company will address the complexity of climate change. Our inaugural
TCFD report includes our current governance and risk management approach to climate-related issues,
and high-level identification of climate risk, which could financially impact on our business. We also
address our commitments to further develop our internal process in line with TCFD recommendations.
As a top-tier construction company for the lithium refinery industry, we will continue to identify opportunities
in the transition period and emerging markets, positioning the company as a supporter of an ethical
transition to a low carbon economy.
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ENVIRONMENT continued
Case Study
Contributing to a Low Carbon Economy
In 2021, Civmec was awarded a major
construction contract on Covalent’s new lithium
refinery, situated 40 kilometres south of Perth in
Kwinana. Our scope, which is expected to be
completed in FY25, covers almost all fabrication,
SMP and EI supply and installation at the refinery,
a section of the concrete foundations, through
to the kilns. Civmec fabricated the SMP at our
Henderson facility. Installation of refractory lining
for the calcine and acid roast portion was also
performed off site. The calcine rotary kiln and
calcine rotary cooler refractory installation is
occurring onsite.
Presently, Civmec has returned to the Kemerton
lithium refinery for its Trains 3 and 4 expansion,
undertaking civil works that include 25,000m3 of
concrete, and fabrication of 25 carbon steel tanks
and 8 kilns, with a combined weight of 900t. In
addition, Civmec has provided maintenance services
for Albemarle onsite, and maintenance services
for Talison Lithium at their Greenbushes mine.
These four processing facilities combined – for
the Pilgangoora Project, Albermarle, Tianqi
and Covalent – are forecast to produce around
150,000 metric tonnes of lithium hydroxide locally
per year and 330,000–380,000 dry metric tonnes
per year of spodumene concentrate for export.
This can potentially make millions of electric
vehicle and household batteries per year, and
will significantly contribute to the increase in
electrification needed to tackle climate change.
With many countries pledging to phase out
internal combustion engines and move towards a
more electrified future, Civmec is very excited to
be supporting this transition through our role as a
responsible, success-driven contractor in lithium
processing projects.
Covalent Lithium Refinery
Albemarle’s Kemerton Lithium Refinery
Battery storage is a key component to the
success of Net Zero Australia for electric
vehicles and grid reliability. With large reserves of
mineralised lithium, a low sovereign risk and a high
calibre technical workforce, Australia is already
seeing a surge in activity around battery storage.
Civmec has become a significant contributor
to supporting local lithium miners and refiners
to expand their operations to meet global
lithium demand.
Civmec’s major construction role within the
lithium processing industry began in 2017.
Civmec was awarded the contract for the Tianqi
lithium processing plant in Kwinana, and the
lithium processing plant that now forms part of
the Pilbara Minerals Pilgangoora Project, both
in WA. The contract with Tianqi included the
design and installation of the lithium processing
monolithic refractory lining, which included more
than 1,500 tonnes (t) of refractory materials.
The Pilgangoora Project contract included civil,
fabrication, structural, mechanical and piping
(SMP), and electrical and instrumentation (EI),
which included 1,200t of steel and 6,000 cubic
metres (m3) of concrete.
Two years later, in 2019, Civmec was awarded
a multidisciplinary construction project for
Albemarle’s lithium refinery in Kemerton, WA. The
project provided a great opportunity to showcase
our diverse range of services and included the civil
concrete and SMP works for Trains 1 and 2 of the
hydro-metallurgical process, offsite fabrication of a
rotary kiln and cooler at our Henderson facility, and
installation of refractory linings.
In total, 24,000m3 of concrete was placed, more
than 1,250t of refractory lining was installed and
6,800t of structural steel was used to complete the
works. Civmec returned in 2022 in a maintenance
capacity to perform refractory wear management
with 3D laser scanning.
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Energy and Emissions
Energy
Civmec has a track record of identifying opportunities to reduce operational energy use by using modern
equipment that is more energy efficient and, where possible, substituting to more efficient energy sources.
Steel manufacturing, construction, and maintenance projects are energy-intensive activities. The dominant
energy sources are electricity and consumed gases during manufacturing, and the direct consumption of
liquid fuels (primarily diesel) for plant operation during construction and maintenance activities. This year, to
enable a better understanding of the Group’s overall consumption, we have extended our data collection
for energy and emissions to include our construction and maintenance projects. Despite extending the
data collection, the overall reported energy consumption reduced by 9 per cent (%). The reduction was
primarily driven by an 18% reduction in electricity use by the manufacturing division, as a result of a
decrease in the energy intensity associated with manufacturing contracts during the year.
As part of our ongoing commitment to
sustainability, we are actively exploring and
researching the feasibility and benefits of renewable
energy solutions, such as installing additional solar
panels to reduce grid energy and decentralise
electricity sources, and monitoring the market
availability and price changes for electric plant and
equipment to procure and transition to a lower
carbon fleet. Changing the fleet will also assist
clients in their emission reduction targets.
EMISSIONS PROFILE
BY DIVISION
1%
12%
3%
84%
Manufacturing
Construction
Maintenance
Asset yards
Emissions
Since 2018, we have been reporting Scope 1 and
2 emissions and intensity for our manufacturing
facilities, Henderson and Newcastle. As part of the
FY23 reporting period, we have expanded our data
collection to include absolute Scope 1 and Scope
2 emissions across our broader business.
We continue to support our clients’ emissions
reporting and decarbonisation roadmaps by
sharing our emissions contributions to their
project Scope 1 emissions (which are our Scope 3
emissions). In doing so, we continue to adhere to
emissions reporting standards in line with approved
international protocols, including the Greenhouse
Gas Emissions Protocol and Australia’s Clean
Energy Regulator. A new addition to this year’s
emissions reporting and management includes
incorporating recommendations from the TCFD.
Following detailed consideration internally, and
through discussions with our clients, we identified
the majority of our construction and maintenance
emissions associated with fuel use are designated
as Scope 3. As a result, the emissions profile
continues to be dominated by Scope 2 emissions
(77% of the absolute emissions) primarily
associated with electricity use in the manufacturing
division, whilst Scope 1 emissions now contribute
to 23% of overall emissions.
In order to better understand Civmec’s continuation
of its emissions reduction, retrospective calculations
were made on FY22 energy use and emissions to
obtain a like-for-like comparison. The results indicate
an overall reduction in Scope 1 emissions (6%) and
a significant reduction in Scope 2 emissions (26%).
The latter result is primarily due to the reduction in
energy intensity of manufacturing contracts and
the reduction in emissions factors in the Western
Australian electrical grid.
We have historically measured and compared the
emissions intensity of our facilities, a normalised
measure of CO2 emitted in tonnes (tCO2e) per million
dollars of turnover (A$m). For FY23, our emissions
intensity experienced a decrease of 22% compared
to the previous fiscal year, despite an equivalent
turnover. Again, this result is driven by the reduction
in energy use in the manufacturing division.
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ENVIRONMENT continued
A number of specific additional actions were
taken to reduce long-term emissions in FY23.
We continued to replace our fossil fuel powered
forklifts, and we now have 75% of the Civmec-
owned forklift fleet now running on electricity. We
installed a solar PV system at our Stuart Drive
asset yard, which will allow us to reduce the yard’s
emissions and grid energy usage by approximately
75%, the maximum possible reduction in grid
connect electricity, given the time of day use of
energy at the yard. We also concluded a feasibility
study for a 600kW PV system at our Newcastle
manufacturing facility and are in the process of
transitioning the energy source at that location,
which will be completed in FY24.
Looking ahead, as we continue to focus on our
role in the low carbon economy transition, during
FY24 we will be establishing long-term goals and
near-term targets for emissions reduction, along
with supporting plans. To achieve these objectives,
we will develop a specific working group, reporting
to the Sustainability Committee, focused on
identifying emissions reduction through greater
resource use efficiency.
The following table illustrate our facilities’ energy
and emissions data, along with details addressing
newly implemented targets.
Metrics
Energy
Absolute Energy (TJ)
Absolute Energy Intensity (TJ/A$m)
Emissions
Absolute Scope 1 GHG Emissions (tCO2e)
Absolute Scope 2 GHG Emissions (tCO2e)
Absolute Emissions Intensity (tCO2e/A$m)
FY23
Performance
FY22
Performance
Change
FY24
Target
58
0.072
1,662
5,523
8.87
64
0.077
1,747
7,424
11.33
-9%
-7%
-5%
-26%
-22%
-
TBC*
-
-
TBC*
Absolute energy and emissions are new metrics collected from FY23 onwards. FY22 figures were calculated retrospectively.
* As part of our FY24 plan, we will be developing business specific targets which will give us comparable measures for future reporting.
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Materials Recovery and
Effluents
Contributing to the growing circular economy
through greater resource efficiency and effective
waste management continues to be a focus for
Civmec.
In FY23, Civmec commenced reporting of a new
metric based on the amount of materials diverted
from landfall as a percentage of total waste (both
hazardous and non-hazardous). The ‘materials
recovery rate’ provides a metric for year-on-year
comparison, which is less dependent on the
volume and types of activities undertaken.
Materials recovered include recycled metals,
cardboard, concrete, paper, cardboard, hazardous
wastes used in energy recovery (including waste oil
and spent thinners), and upcycled waste streams
(such as old computers that are repurposed).
The table below includes waste and materials
recovered from our two manufacturing facilities
in Henderson and Newcastle, as well as our
Henderson, Gladstone and Port Hedland asset
yards, and Bibra Lake refractory facility.
In some cases, construction and maintenance
projects have waste managed by the client. In
other cases, all waste materials are contained
and removed from site for further processing
by Civmec, unless the client has onsite waste
management facilities.
A nominal target of 2% improvement has been set
for FY24.
All waste data used in the preparation of this report
has been provided by the relevant waste service
providers.
Materials Recovery Rate1
Manufacturing
Refractory
Asset Yards
Overall Total
FY23
87%
63%
15%
85%
FY24 Target
89%
65%
17%
87%
1 Materials recovery rate is the total waste by weight that has been diverted from landfill as a percentage of total waste generated.
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ENVIRONMENT continued
Water Consumption
FY23 marks our first year of disclosing water
consumption figures. Manufacturing facilities’
water consumption, including office spaces and
gardens, amounted to 15.8 megalitres (ML).
Civmec also uses water in making refractory lining
and the general operation of the asset yards.
Where water was transported to projects it was
primarily used for drinking and dust management.
In most cases, the consumption of water at
projects was managed by clients.
In FY23, we installed a second smart water meter
at our Henderson facility to assist in consumption
visibility and identifying when a leak occurs. To
better understand water consumption across our
operations, we will continue to monitor water use
and identify areas for greater water efficiency.
Water Consumption
Henderson and Newcastle (kL)
FY23
15,831
Future Focus
Going forward, we will strive to improve business
operation practices where it impacts the
environment, communities, and world around us.
This includes ongoing improvement in our
environmental management strategies and
implementing new practices that meet our growing
stakeholder expectations.
Our key areas of focus include:
• continuous improvement through
mentoring and education in minimising
our environmental impact at all Civmec
facilities and sites;
• building our alignment with TCFD
recommendations, regarding the
management of climate-related risks and
opportunities, and disclosures;
• investigating an emissions reduction
pathway and a target that is science-based;
• continuing to identify opportunities for
utilising more efficient technology to drive
greater resource and energy efficiency;
• improving our processes for sustainability
data collection across the business to
further enhance transparency;
• utilising data to support further initiatives
in the reduction, reusing and recycling of
waste materials and effluents; and
• ongoing promotion and integration of
sustainable business practices, including
reducing our carbon footprint, improving
environmental, social and governance, and
improving efficiencies.
We believe that by delivering on the above
key focus areas, we will achieve our long-term
sustainability goals, delivering valuable outcomes
for the environment and our stakeholders. To
achieve the goals and targets we have set,
we intend to work collaboratively across our
operational divisions and engage externally with
clients, suppliers and other interested parties.
Covalent Lithium Project
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PEOPLE
Our people are the
foundation of our success.
To ensure we continue to attract
top talent and foster the growth of
our current team, it is imperative
for us to provide sustainable
career pathways and development
opportunities.
Our business is diverse, operating in a number of
sectors, with many varying but related disciplines,
on a wide range of projects in different regions
across Australia. This provides our people with
access to a dynamic and multifaceted environment,
in turn creating unparalleled opportunities for
personal and professional growth.
During FY23, we delivered on our future
commitments from our 2022 Sustainability
Report, including:
• continuing our strong commitment to
leadership training, including identification
of high potential individuals and succession
planning;
• continuing to develop and refine our
succession planning strategy, which is
focused on three key areas – executive
management, key operational roles, and
diversity targets;
• strengthening our position as an
‘employer of choice’ and adopting
industry practices that allow us to grow our
workforce sustainably;
• continuing in the development of
apprenticeship, traineeship and graduate
programs; and
• further strengthening our mental health
systems and initiatives to ensure
mental health and wellbeing is a
continued focus.
^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact.
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Having identified female participation in operational
roles as an area of continued focus for growth, we
continued to invest in actions to drive increased
gender balance, including:
• holding a Family Day at our Henderson
assembly hall, which was attended by
more than 1,000 employees and their
families and friends;
• focused recruitment campaigns;
• further development and expansion of our
formalised Graduate Program;
• continuing our Defence Industry Pathway
Program for trainees;
• continuation of our Leadership Development
Program, aimed at identifying and training
those who seek to reach the highest levels;
• ongoing commitment to our internal LEAD
program for those operating in supervisory
and leading hand positions;
• expansion of the reward and recognition
strategy, further considering the positive
inputs of the direct workforce,
implementing recognition mechanisms
through management and peer-to-peer;
• review of business management systems,
such as Civtrac and our payroll software
platforms, to drive continuous improvement
and efficiency capitalisation; and
• increasing participation in Vocational
Education in Schools (VETiS).
• strengthening partnership programs
with key stakeholders, including clients,
community groups and job networks,
providing the foundation skills required for
employment in our industry or pathways to
higher level qualifications;
• increasing opportunities through our
Registered Training Organisation (RTO), with
personalised training programs that provide
flexibility and ease of access, which remove
the barriers that discourage women from
gaining the skills and knowledge required to
enter our industry sectors; and
• reviewed roles that can accommodate a
more flexible roster, including part time and
job sharing.
We also implemented and further developed a
range of initiatives over the course of FY23.
These included:
• delivering MATES in Construction mental
health awareness and education training;
• continuation of our FY22 reintegration
employment program which provides
opportunities for ex-prisoners to re-join the
workforce;
Employee of the Year 2022
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Employment
As a significant Australian employer, we take great pride in offering a wide range of high-quality
employment and training opportunities to people and communities.
During FY23, we provided employment to over 3,400, including approximately 2,850 direct employees.
Indirect employment occurs through our supply chains and extends out to regional areas, providing
economic benefits to those communities. Temporary personnel are included in these statistics.
Our employment performance and key metrics are outlined in the tables below.
Metric
Women employed
(as total % of head office based
employees)
Women employed
(as total % of all employees)
Women in management roles
(as total % of head office based
management employees)
Aboriginal and Torres Strait Islander
representation (as total % of blue collar
employees)+
Aboriginal and Torres Strait Islander
representation (as total % of all
employees)+
Apprentices employed
FY23
49.57
9.38
11.11
0.94
0.82
96
FY23 Target
Sustain FY22
result1 (49.01%#)
Sustain FY22
result1 (8.88%#)
Sustain FY22
result1 (12.81%#)
Sustain FY22
result1 (0.89%#)
Sustain FY22
result1 (0.82%#)
10% increase
on number of
apprentices from
FY22 result (78#)
Result
FY24 Target
Sustain FY23
result1
Sustain FY23
result1
Sustain FY23
result1
Sustain FY23
result1
Sustain FY23
result1
Sustain FY23
result1
# Highest percentage month
1 Strategy is to maintain current levels at a minimum
+ Estimated figure – identifying as Aboriginal and/or Torres Strait Islander is not a mandatory question during the employment
onboarding process
Vivian’s Story
“ In 2021, I joined Civmec as a Graduate
Engineer and am nearing the completion
of my program in August this year. The
mentorship and training generously provided
by my managers and colleagues have
been instrumental in my rapid growth and
development.
I am excitedly involved in the construction
of Civmec’s new facility in Port Hedland,
working alongside a lovely and professional
team.
My journey with Civmec has been nothing
short of remarkable, filled with valuable
experiences and rewarding opportunities.
Vivian
Graduate Engineer
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Employee Benefits
All Civmec employees have access to a range of employee benefits, including, but not limited to, offers
and discounts on health, travel, automotive, insurance, goods and services. In addition to this, both full-
time and part-time employees receive long service leave, access to paid parental leave, life insurance, and
disability/invalidity coverage.
Parental Leave
Civmec’s parental leave scheme provides eligible employees up to ten weeks of paid leave across all
regions following the birth or adoption of a child. Secondary carers may also receive up to two weeks’
paid leave.
Les’s Story
“ My time at Civmec started in January 2011 as their first storeperson when there was just one
big workshop in Henderson. Not everyone could see the vision Jim and Pat had back then.
I think people thought they were mad to build such a large workshop. But now, 12 years on,
with all the new workshops and offices here, we can all see that vision they had.
I am so proud and privileged to have been part of the Civmec journey, and grateful to be a
part of the Civmec family. I’m also thankful to everyone here who has made my new job as a
groundskeeper such a pleasure.
My mother always used to say, “Always welcome the day and everyone with a kind word and
a warm smile,” and that’s what I always try to do here. I try to lift people’s spirits as they come
to work.
I’m truly gifted to have so many beautifully wonderful friends I call my Civmec family.
Les
Groundskeeper
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Training and Education
At Civmec, we aim to attract, retain, and develop the right people. This includes providing valuable
and diverse opportunities for learning, with training that is world class. By investing in our employees’
professional development, we ensure we are building a resilient and high-performing team.
Training
Civmec has its own Registered Training
Organisation (RTO code 52645), nationally
accredited through the Australian Skills Quality
Authority (ASQA). Our training programs are
designed to equip our workforce with essential
skills, while fostering a culture of continuous growth
and personal development. Throughout FY23, our
RTO successfully delivered approximately 1,700
training courses.
Our internal LEAD program continued to drive
leadership development in operations, upskilling
emerging leaders on the blue-collar side of the
business. 127 employees took part in the program
this year, which is delivered in-house through our
RTO, with 57 undertaking the Leadership – Leading
Hand course, 53 completing the Leadership –
Supervisor course, and 17 completing a specialised
S1, S2, S3 Supervisor course.
Last year, we introduced our inaugural Leadership
Development Program with the objective of
shaping and nurturing the upcoming generation of
leaders within our organisation. The initial phase,
spanning six months (Phase 1), is intensive and
focuses on evidence-based and action-oriented
tasks. Following this, the subsequent six-month
period (Phase 2) emphasises supplementary
training and external courses tailored to address
the specific development areas identified during
Phase 1. This program is specifically designed for
driven leaders who are already making a positive
impact and aspire to reach the highest levels.
Application was by self nomination, from which
fifteen candidates were selected to participate
in the program, with the first cohort successfully
completing their program in early 2023.
This year, we also launched our Civmec Career
Pathways Program, aimed at developing the next
generation. Applications opened in February to all
Civmec employees. The courses on offer included;
• Certificate IV in Business - Administration
(18 months)
•
•
Certificate IV in Work Health and Safety
(12 months);
Certificate IV in Leadership and Management
(18-24 months); and
• Diploma in Leadership and Management
(18-24 months).
We also added several new courses in FY23,
including Translated – Work Safely at Heights
(Mandarin), Mines Regulations – Schedule 26
Statutory Positions, Lead Investigator, Certificate IV
in Work Health and Safety, Light Vehicle Operating,
and Work Safe WA Approvals.
In March, we lodged an approval with Work Safe
WA, seeking to be recognised as an approved
provider of Health and Safety Representative (HSR)
training. The application was successful, enabling us
to provide non-English speaking background (NESB)
employees with opportunities to receive appropriate
training and become HSRs for their colleagues.
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SECURITY CONTROLS AND GOVERNANCE
Our strategic alignment with the Australian Signals
Directorate (ASD) Essential Eight security controls
has been a fundamental part of our security efforts
this year. By adhering to this Australian standard, we
have established a baseline of security measures
that align with national best practices. Alongside
this, we have been diligent in assessing our supply
chain to recognise and mitigate potential threats. We
implemented strict measures to evaluate our service
providers, assessing their security posture and
compliance with our standards. We also engaged
in comprehensive reviews of our subcontractors,
adapting controls where necessary to ensure a
cohesive and resilient security framework.
Our improved Defence Industry Security Program
(DISP) assurance rating is a testament to these
enhanced protocols and underscores our
commitment to a protective approach across every
aspect of our business operations..
OUTLOOK
Looking ahead, our efforts this year have set the
stage for continued progress in cybersecurity
assurance. We recognise that we are operating in
an increasingly volatile digital age, where security
risks are evolving, beyond the conventional
boundaries of the past. Our efforts have set the
stage for continued progress, but we remain
aware of the challenges that lie ahead. We are
committed to constantly learning, adapting
and improving to stay ahead of threats
and to ensure the ongoing
protection of our systems,
assets, and information.
Cybersecurity
In response to a rapidly changing digital
environment, our commitment to identifying and
understanding security risks has been a pivotal
focus this year. By recognising the complex and
evolving nature of the threats we face, we have
established targeted security initiatives, designed to
safeguard our systems, assets, and information.
This year signified a strategic shift in our response
to cybersecurity challenges with the inauguration of
a specialised cybersecurity business unit. This core
division demonstrates our commitment to business
resilience and risk mitigation, focusing on bolstering
our security posture against known and emergent
cyber threats.
TRAINING
With the establishment of a dedicated
cybersecurity team, we have significantly increased
our security awareness and culture across the
business, including the incorporation of specialised
cybersecurity training into our operations.
Throughout FY23, we executed twelve
comprehensive monthly online training modules to
educate our workforce on cyber threats and the
best ways to detect and respond to them.
In addition, we held nine awareness sessions
directly to the executive team, ensuring that our
leaders understand the cybersecurity landscape
and are equipped to make informed decisions.
For our high-risk teams, three additional specialised
training sessions were held to strengthen their
skills and prepare them to respond to any
potential threats effectively. We also extended
our reach to our blue-collar workforce with four
specific sessions, including insider threat training,
recognising their vital role in maintaining a safe and
secure environment.
The success of these training initiatives has been
evident in our employees’ significantly improved
reactions to simulated attacks.
In addition to our training programs, we have
conducted incident response planning and security
event monitoring, elevating our capabilities and
strengthening our management of cybersecurity
risks.
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Education
Civmec continues to invest in the future of our
industry, actively engaging 129 apprentices,
trainees, graduates and undergraduates in FY23,
including 103 apprentices.
We regularly provide apprenticeship opportunities
in various trades such as metalwork (boilermakers
and welders), electrical work, carpentry, bricklaying,
and surface treatment. Our traineeships cover
a broad spectrum of sectors, enabling trainees
to gain diverse experience. These traineeships
encompass areas like business administration,
human resources, payroll, quality control, and
logistics.
In 2023, eight Civmec apprentices were nominated
in the Skillhire apprentice awards. The awards
acknowledge the individual achievements of
apprentices in areas, such as talent, work ethic and
attitude. We were thrilled that two of our nominees
went on to win in the categories of Best Second
Year, and Best Fourth Year apprentices.
We have continued to support the Defence
Industry Pathways Program, attending related
events and celebrating one of our graduates
receiving a Trainee Safety Award for her time at
Civmec.
Furthermore, we continue to support and assist
local schools and colleges by providing facility
tours to students, allowing them to gain first-hand
exposure to the wide range of occupations we
support. We collaborate closely with educators
on initiatives, such as work experience and career
taster programs, participate in school career days
and expos, engage with career advisors, and
deliver presentations to students and their parents.
It is crucial that we work together with our
community, informing individuals about the
opportunities we can provide and the potential
for personal and professional growth and
advancement within our organisation.
Alpius’s Story
“ I came to Australia from West Papua
under a church program as an exchange
student in 2009. Some members
sponsored me to stay in Australia and
study for two years. After this, I had
challenges with trying to find a place to
live, and I couldn’t secure work. I became
homeless and lived out of my van for
seven years.
Eventually, I was fortunate enough to get
a temporary role as a trade assistant with
Civmec.
One evening on site I was playing guitar
outside of my dorm room up north. Pat
Tallon was placed in the room next door.
I didn’t know who he was. He approached
me, we had a chat and then he offered
me to apply for an apprenticeship so I
could become a qualified tradesman.
Here I am now, about to graduate as a
qualified boilermaker welder and I am
very grateful and happy to be working
for Civmec. Civmec changed my life and
helped me to get a roof over my head.
Now I provide for my own future, while
working with amazing people.
Alpius
Apprentice Boilermaker Welder
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Career Development
Civmec conducts annual performance and career appraisals for employees at the beginning of each year.
This includes self-review, manager review, and face-to-face meetings to discuss assessment, progress,
and future goals. The process identifies learning, development, and career opportunities that are tracked
throughout the year. Our appraisals have led employees to pursue qualifications in a wide range of areas,
including leadership, management, and workplace health and safety. We encourage open communication
between employees and managers throughout the year to ensure mutual expectations are met.
We are proud to now have 168 employees that have celebrated five-year tenure and 91 employees with
ten-year tenure.
Staff performing functions within administration, support services, operational support, project
management and management receive regular performance and career development reviews.
During FY23, 87 per cent of eligible
employees participated in the
formal performance and career
appraisal process.
Katrina’s Story
“
I joined the Civmec team in 2011 as a HR Administrator while completing my University Degree
in Human Resource Management. My initial role helped me gain practical experience in my field
and helped set the foundations for my career. Over the past decade, I have been lucky enough
to have witnessed the company’s growth, remembering the days when we were working out of a
single fabrication workshop to what it is today, occupying multiple buildings across Australia. It is a
testament to Civmec’s success, which I am proud to have been a part of.
While working at Civmec, I have made some great professional relationships and achieved career
highlights. In 2021, I became a Team Lead in the Recruitment department, which has given me the
opportunity to mentor and guide our team members and contribute to the continued growth and
success of Civmec.
It’s hard to believe that it has been 12 years since I started this journey, and it’s thanks to a
supportive management team who have created a great learning environment for me to thrive in.
Katrina
Team Leader Recruitment
”
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Diversity and Equal Opportunity
Civmec strives to establish a respectful workplace that fosters diversity, inclusivity, and equal opportunities.
By embracing individuals from various backgrounds, ethnicities, ages, and experiences, we cultivate a
positive work culture that enables everyone to grow and flourish.
In efforts to improve gender diversity and embrace
equity, this year we implemented several new
initiatives, including staging our first major
International Women’s Day event. Hosted by
West Coast Eagles AFLW Vice-captain Dana
Hooker, Dana shared with us her knowledge and
experiences, drawing parallels between football
and our own industry in an inspiring and thought-
provoking presentation.
Civmec will remain committed to providing a fair,
inclusive and diverse working environment free
from bias, stereotyping and discrimination.
The following tables represent the breakdown
of our employees by gender and age, aligning
with the reporting categories of the Australian
Government’s Workplace Gender Equality Agency
(WGEA) website.
Diversity
As we aim for an inclusive and supportive
workplace, our focus is on actively leveraging the
diverse skills, talents, and perspectives of our
workforce. We aim to create an organisation where
everyone collaborates effectively, feels valued, and
can contribute meaningfully.
We achieved and then maintained 50:50 gender
balance within the corporate office (~52.4% at
peak) for most of the year. Female apprentices
accounted for 5.7% of the overall intake, and
female graduate intake was 7%. While we strive to
increase these percentages, we are cognisant of
the inherent limitations present within our industry
and recognise that improving the percentage of
women in blue collar roles is a journey that will take
some time.
Across the entire company, females accounted
for 9.42 percent of all positions. These statistics
are typical of operational and project-based site
occupations; however we are optimistic that this
will shift as more females join the construction
industry at the grassroots levels.
White Collar
Under 30
years
Metric
Chief Executive Officer and Board
Male
Female
Key Management Personnel/General Managers/Group Managers
Male
Female
Managers
Male
Female
Professionals
Male
Female
Clerical and Administrative
Male
Female
2%
-
16%
3%
10%
33%
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30 to 50
years
Over 50
years
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82%
9%
55%
6%
44%
15%
17%
29%
100%
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9%
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3%
16%
6%
3%
11%
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Blue Collar
Metric
Technicians and Trade
Male
Female
Machinery Operators and Drivers
Male
Female
Labourers
Male
Female
Note: Apprentices are not included in the above statistics.
Equal Opportunity
The company is committed to ensuring women
and men receive equal pay for equal work and this
is reinforced within our remuneration principles. We
will continue to undertake an annual remuneration
review. If there are any apparent gaps, they will
be analysed to ensure that such gaps can be
explained with reference to market forces which
may include, for example, different rates of pay in
different industries; location and the relative supply
and demand for different qualifications; individual
performance; experience; and capacity of hours
able to work. The company lodges its compliance
reports with the WGEA annually. A copy of these
reports may be obtained via the WGEA website.
Under 30
years
30 to 50
years
Over 50
years
11%
0.5%
5%
2%
23%
4%
54%
1%
44%
2%
43%
5%
33%
0.5%
45%
2%
22%
3%
Non-discrimination
We monitor the number of filed, addressed and
resolved grievances regarding labour practices.
Civmec’s confidential 24/7 whistleblowing
line is available to all employees and external
stakeholders for raising concerns.
During FY23, there were two reports received
through the whistleblowing system. These reports
were related to the same grievance of an employee
who felt unfairly treated. The reports were
investigated and, following discussion between the
parties concerned, a mutually satisfactory outcome
was reached.
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PEOPLE continued
Cultural awareness presentation with Tony Shaw
Indigenous Engagement
As a Tier 1 contractor, Civmec is aware of the role
we must play in the engagement of First Nations
people in any areas of our business that present
opportunities to do so. Our goal is to enhance
Australian communities by offering structured
opportunities that create significant, life-changing
outcomes and success for First Nations employees
and businesses.
When it comes to employment, we take a holistic
approach, providing support, training, buddy
systems, recognition, ongoing work, trust, respect,
and a positive work environment. By offering
genuine opportunities to Indigenous people, we
know the positive impact can extend well beyond
the workplace to individuals’ families, friends, and
communities.
In FY23, 8% of our apprentices were of Aboriginal
and/or Torres Strait Islander descent, and in
a significant shutdown during the year, we
achieved First Nations representation amongst
our maintenance crew of approximately 10%. We
are striving to improve overall representation, with
Indigenous workers in blue-collar roles at 1.28%,
and overall company representation at 1.06%.
We have been actively engaging with local
communities to establish pathways for Indigenous
individuals to secure employment with us. By
offering opportunities that include onsite experience
and access to our RTO, we are witnessing leaders
emerging. Our ultimate objective is to cultivate
long-term success and sustainable outcomes by
training and retaining a robust team capable of
seizing opportunities on future projects and works.
We strongly believe in developing mutually
rewarding partnerships with Indigenous
organisations wherever possible. In addition to
partnering with Spartan First for pre-employment
medicals, we engaged EWP Yalagan and
Wirringulla Workforce for labour hire.
We also utilised First Nations businesses for a
range of supply and subcontracting opportunities,
including logistics, fleet management, water supply,
safety equipment and workwear.
In addition to our annual NAIDOC celebrations,
cultural awareness training was provided to senior
leadership and HR professionals. The training was
delivered to facilitate a better understanding of the
adversity First Nations Peoples can sometimes
encounter in the traditional recruitment process. It
also provided information on various Indigenous
cultures. During FY23, we also welcomed
respected Aboriginal leader, Tony Shaw, to our
Henderson facility, where he delivered a poignant
cultural awareness presentation to many of our
senior leadership teams.
“
Spartan First
endorses Civmec’s
active Indigenous
engagement through
our positive working
relationship to meet
the health needs
of their workforce,
and their continued
partnership supports
our organisation’s
growth ”
Des Headland
CEO, Spartan First
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Future Focus
Civmec will continue to focus on our people in the future, including:
• continuing to provide ongoing training and professional development opportunities to our
employees at all levels within the business;
• continuing our commitment to leadership training, including identification of high potential
individuals and succession planning;
• continuing to develop our apprenticeship, traineeship and graduate programs, as well as ensuring
our RTO is offering quality, relevant courses; and
• building and improving on our overall diversity and Indigenous representation across the company.
Further to seeking improvements on overall diversity, we will continue to drive initiatives specifically focused
on increasing female participation, including:
• targeted recruitment campaigns and reviewing occupations that can provide a more flexible roster,
including part-time and job sharing;
• strengthening partnership programs with key stakeholders, including clients, community groups
and job networks, providing the foundation skills required for employment in the resource industry
or pathways to higher level qualifications; and
• increasing opportunities through our RTO, with personalised training programs that provide flexibility
and ease of access, which remove the barriers that discourage women from gaining the skills and
knowledge required to enter our industry sectors.
CLICK or scan QR code to view our Diversity, Equal Opportunity, Aboriginal
and Torres Strait Islander Peoples and Workplace Behaviour Policies.
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COMMUNITY
Vinnies CEO Sleepout 2023
Contributing to Local Communities
Mental Health
Complementing our year-round focus on
mental health and wellbeing, we supported
various mental health events and initiatives
throughout the year. Some of these included
R U OK? Day, Blue Arm Band initiative, blue trees
on all sites, MATES in Construction Fly the Flag
Day, MATES Big Lap, and Walk for Lifeline WA.
By donating e-waste (computers and other
technology) to the Men’s Shed for upcycling, we
assisted in providing the underprivileged with
access to technology to facilitate greater overall
connection and wellbeing.
By keeping mental health at the forefront of
people’s minds through regular events and
reminders, it is our aim that, if and when difficult
times arise, there will be no stigma in seeking help
and our people will be acutely aware of the
resources available to them.
‘Going green’ for St Patrick’s Community Support Centre
Employment
During FY23, Civmec contributed approximately
A$325 million in wages to workers across Australia.
Our investment into the Port Hedland community
with the construction of our new 5,000m2 facility
and purchase of accommodation is already
providing economic and social benefits to the
local area through employment and business
partnerships, including investment in teams
and businesses that support diversity and
Indigenous participation.
Homelessness
Civmec is a long-time champion in assisting the
homeless. This year, CEO Pat Tallon took part
in the Vinnies CEO Sleepout for the fifth time
and became WA’s highest individual fundraiser,
collecting close to A$100,000 for Vinnies. In
total, the Civmec team exceeded our combined
A$100,000 target, raising over A$120,000 –
the highest amount raised by a team in WA and
fourth highest, nationally. This is the second year
Civmec was the highest fundraiser in WA for this
event. Once again, we are incredibly grateful to
everyone who supported us during this campaign
to make a difference.
Throughout the year, we also supported the
St Patrick’s Community Support Centre, which
provides accommodation, meals and other
services to vulnerable and homeless members of
the community. Along with a financial donation at
Christmas time, we raised funds for them through
a container recycling program, and collected
money on St Patrick’s Day by giving employees
an opportunity dress up in green for a donation in
support of homelessness.
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Food and Water
During December, we held a donation drive
to collect food and other non-perishables for
Foodbank’s Christmas appeal. In total, we
delivered 126 kilos of food to the charity, allowing
Foodbank to create hampers at Christmas time
for people in need.
Sione’s Foundation is another worthy charity
we supported this year, which exists to improve
the living standards of the people of Tonga.
Civmec fabricated and donated filtration tanks to
the foundation after a volcanic eruption affected
water supply, ensuring the community has reliable
and consistent access to clean water.
Foodbank donations
Women and Children
The youth of Australia are our future, and deserving
of our time and resources. This year, we hosted
several school group tours of our facility, as well
as attended college open days, providing career
advice and information, and the opportunity to
ask questions and have first-hand, real-world
experiences at our facilities.
We supported Children’s Medical Research by
taking part in Jeans for Genes day, where our
employees wore jeans and made donations which
will help find cures for children’s genetic diseases.
Anglicare donation
Our Gladstone team supported the Zonta Club
of Gladstone in their 16 days of activism against
violence to women and girls.
To celebrate the 50th anniversary of the
Pannawonica Nungarin School, Civmec made a
donation to the school, which was acknowledged
with a ‘Civmec’ logo on the pavers within the
grounds. We are happy to continue our support of
educational environments in regional communities.
Additionally, we made a financial donation to
Anglicare WA at Christmas, who visited our
Henderson facilities to educate us about their
Young Hearts Foundation, a child counselling
service that provides a safe and supportive
environment for children who have been impacted
by domestic violence. We are proud to support
such an important service.
Sponsorships
Civmec places great importance on giving back
to the community and providing support through
sponsorship to many local clubs and events. We
were thrilled this year to support a wide range of
groups and charities, such as two worthy cancer
fundraising events – the MACA Cancer 200 Ride
for Research, and the Port Hedland Well Women’s
Centre Pink Pilbara Breakfast. We also sponsored
the Boyne Tannum Sharks, Perth Irish Rugby Club,
Claddagh Association, and Rockingham Catalpa
Festival, in addition to many other worthy causes.
Jeans for Genes Day
^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact.
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COMMUNITY continued
Contributing to
Local Industry
Civmec is dedicated to supporting the growth
and development of local industry, providing
approximately A$3003 million of work to local
suppliers in FY23.
We are an active member of a variety of industry
bodies and associations, including:
• Australian Steel Institute;
• Chamber of Commerce and Industry WA
(CCIWA);
• Energy Club WA;
• Hunter Connect
• Industry Capability Network;
• Industrial Rope Access Trade Association
(IRATA)
• Mining & Energy Services Council of
Australia (MESCA);
• Rockingham Kwinana Chamber of
Commerce;
• Subsea Energy Australia; and
• WA Mining Club;
In June, we also sponsored the CCIWA’s annual
construction industry dinner, which brings together
leaders and representatives from the construction,
resources and mining sectors.
3 Local suppliers were identified based on distance from our
facilities and sites as follows: Henderson <100km, Newcastle
<50km, Kemerton <25km, Gladstone, Port Hedland and Karratha
<20km
Australian Industry
Participation
Civmec acknowledges the impact our
procurement practices have on the sustainability
and long-term wellbeing of the communities we
operate in. Wherever possible, we aim to source
and select Australian subcontractors and suppliers
that align with our environmental, economic and
social objectives.
We provide full, fair and reasonable opportunity
for local industry to take part in all activities,
maximising local industry participation where
subcontractors and suppliers are capable and
competitive on the basis of OHS, environment,
quality, delivery and value-for-money standards.
We support economic inclusion where possible
through partnerships with small and medium-sized
suppliers and Indigenous businesses in the local
community.
Our Australian Industry Participation (AIP) Policy
further details our commitment to the sustainability
of local industry, including:
• developing project-specific AIP plans;
• providing early and fair opportunities to all
local industries;
• developing and implementing our
communications strategy for local industry
so that they are informed at the earliest
opportunity of upcoming subcontractor/
supply opportunities;
• ensuring local capabilities are
considered when planning work scope
to optimise opportunities for local
businesses;
• providing training and development
opportunities for local providers in order
to enhance their sustainability;
• giving added consideration to tenderers
that use the greatest local content in labour
and materials; and
• working with government, industry
bodies and communities to improve
local industry participation, capability and
competitiveness.
CLICK or scan QR code to
view our Australian Industry
Participation Policy.
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Modern Slavery
Respecting and promoting human rights is
fundamental to how we operate. We know the line
and have policies and procedures in place that
protect and empower our workers.
We have committed to increasing the visibility of
modern slavery risks in our supply chain, so we can
work with suppliers to reduce that risk. This action
aligns with SDG 8 – Decent Work and Economic
Growth.
During FY23, we updated our processes to contain
specific measures to address modern slavery. This
included our procurement procedure, subcontractor
pre-qualification procedure, pre-qualification
questionnaire, vendor information form, tender bid
evaluation, project specific subcontract/agreement
and purchase terms and conditions.
In order to improve our understanding of modern
slavery risks within the supply chain, we contacted
our major Tier 1 suppliers from different sectors.
A questionnaire, which was aligned with
government recommendations and the Social
Responsibility Alliance (SRA), was distributed to
suppliers to determine:
• the visibility of their supplier chain,
• the degree of implementation of policies,
procedures, and contractual terms and
conditions they have in place that prohibit
modern slavery, tracking, child labour, debt
bondage, discrimination in their operations;
• the degree of implementation of policies,
procedures, and contractual terms and
conditions maintain a safe human rights
standard in the procurement processes.
Responses to the survey included suppliers
of manufactured steel, labour hire, plant and
equipment hire, tools, PPE, fuel, concrete, paints
and other consumables (such as those used in
fabrication, paint and blast, and construction).
Most of our suppliers source locally from Australia.
Where they did not source locally, the main
countries of origin were China, United Kingdom,
USA, Germany, Thailand and South Africa, of which
China and Thailand were identified as high-risk
countries according to the SRA. The risk becomes
critical where the material produced from that
country is also a high-risk product. Some of the
high-risk products, according to SRA, include
garments, lithium-ion batteries, components of
solar panels and aluminium products.
Where we have identified areas of improvement
for our suppliers, Civmec will foster a collaborative
process to ensure our suppliers reduce the risk in
their supply chain.
Our Modern Slavery Statement is reviewed annually
and outlines our actions to monitor and prevent
modern slavery from entering Civmec’s operations
and supply chain. This is available to view on our
website. Going forward, Civmec will work with
our suppliers to reduce modern slavery risks, and
also to improve our alignment to Australian Steel
Institute recommendations.
CLICK or scan QR code to view our Modern Slavery Policy.
CLICK or scan QR code to view our Modern Slavery Statement.
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COMMUNITY continued
Procurement Breakdown
The following graphs illustrate procurement breakdown by the proportion of spend to local, national and
international suppliers (or suppliers outside of Australia) in each our three major locations of operation:
Western Australia, New South Wales and Queensland.
PROCUREMENT IN
TOTAL
PROCUREMENT IN
WESTERN AUSTRALIA
1.4%
98.6%
Australia
International
1.5%
25.5%
73.1%
Western Australia (Local)
Australia - Other States
International
PROCUREMENT IN
NEW SOUTH WALES
0.4%
24.4%
75.1%
PROCUREMENT IN
QUEENSLAND
0.1%
54.8%
45.1%
New South Wales (Local)
Australia - Other States
International
Queensland (Local)
Australia - Other States
International
In FY23, 98.6% of Civmec’s procurement
was sourced from within Australia
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Socioeconomic
Compliance
Socioeconomic compliance is a critical factor
in ensuring our successful operations. We are
committed to complying with all known legal
requirements and legislations. As Civmec operates
in a number of geographical regions and market
sectors, it is integral to our business that we
capture and report on our influences at the macro
socioeconomic level and monitor and report on
the direct impacts of our business activities in the
communities in which we operate.
We continuously review and analyse the ways in
which we respond to issues of concern raised
through engagement with our stakeholders and
which influence their assessment of the company.
These include initiatives, both within and outside
the company, including the review of our Code of
Conduct, policies and procedures in relation to
human rights issues, ethical supply chain relations,
our contribution to local economies and capacity
development at community level.
We impact a wide range of stakeholders in the
regions in which we operate, both within local
communities and broader national economies.
We always try to understand and respond to
our stakeholders’ interests. Doing so helps us
be a good neighbour, an effective partner and
a sustainable operator. Our engagement with
communities, employees, stakeholders and
clients seeks to understand the social, cultural,
environmental and economic implications of
our activities so that we can better respond to
concerns, reduce negative impacts and optimise
benefits for local communities and the broader
economy.
We are committed to conducting our operations
with integrity and in a manner that is consistent
with laws and business practices that are aimed
at fostering an open, competitive and fair market
environment and which will best serve the long-
term interests of our customers, our stakeholders
and the wider community.
Civmec did not receive any fines or
major non-monetary sanctions for
non-compliance with laws and/or
regulations in the social and economic
arena during FY23.
Future Focus
Civmec remains committed to making a difference and having a positive influence in the community.
We are proud to have built many meaningful relationships with community groups and support a range of
organisations in the various regions of our operations, and beyond.
Our future focus includes:
• seeking new and meaningful relationships with community groups, whereby we can offer support
and further develop our value to “make a difference”;
• continuing to grow employee participation in community engagement initiatives, by providing them
with the vehicles and opportunities to contribute; and
• continuing to maximise relevant opportunities for community engagement.
Specifically, in the Port Hedland area (where we are currently developing our new facility), we will focus
extensively on community engagement and relationship building to better service clients at both the port
and inland mine locations. We want to integrate and truly become a valued member of the Port Hedland
community, engaging with local businesses and the community at large, Indigenous and non-Indigenous
alike, and offering new opportunities to the people in the region who are interested in participating in the
operations we deliver.
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STAKEHOLDER
ENGAGEMENT
Civmec Family Day
We recognise the importance of maintaining open and
transparent lines of communication with our stakeholders.
We aim to deliver relevant, timely and accessible information and
provide opportunities for feedback to understand stakeholder views.
Some of our stakeholder engagement activities in FY23 included:
• Family Day at Henderson, involving Civmec employees, clients working at the facility, family
members and friends;
• Four ‘Now You Know’ national company updates, presented to employees by either the CEO or
other senior leaders within the business;
• Stakeholder events for local community members at Port Hedland, including sod turning,
Welcome to Country and smoking ceremonies;
• First Steel Cut event at Henderson for the J-IC SCMS project;
• Various facility tours for stakeholders, including school students, suppliers and clients;
• Exhibiting at industry events, such as the Defence Industry’s Land Forces 2022;
• Exhibiting at recruitment and training expos, such as the Cecil Andrews College World of
Work Expo;
• Christmas party, inclusive of all employees and partners;
• After-work social events, inclusive of all employees, with food and drinks provided;
• Multiple investor relations presentations;
• Attendance at many client-led group workshops on various topics, such as psychosocial
behaviour on sites and at camp facilities;
• Participation in various HSEQ forums; and
• Several site visits, addressing the workforce with general company status updates.
Other ways in which Civmec engaged with stakeholders, both directly impacted or actively interested in
our business, are outlined in the following table.
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Stakeholder Engagement
Directly impacted stakeholders
Employees
Business
partners
Day-to-day operational interaction; internal communications; company updates; intranet;
meetings; town hall forums (for local engagement); surveys; social media; community and
social events
Day-to-day operational interaction; joint venture boards and operating committees;
meetings; workshops; social media; community and social events; industry associations and
events; facility tours
Subcontractors
and suppliers
Day-to-day operational interaction; meetings; inductions and training; compliance audits
(safety, quality, environment); social media; industry associations and events
Clients
Day-to-day operational interaction; meetings; surveys; social media; community and social
events; industry associations and events; facility tours
Board
Reporting; meetings
Communities
Project-specific community engagement plans; local media; social media; website; local
industry associations and events; community events; employment opportunities; local supply
arrangements
Civil society
organisations
Community engagement plans; local media; social media; website; community events;
sponsorships; charity events; employment opportunities
Shareholders
and investor
community
Actively interested
Government
and regulators
Annual General Meeting; Annual Report; ASX/SGX releases; half-year and full-year results
presentations; intermediate investor updates; media; website; social media; facility tours
Reporting; meetings
Media
Media releases; briefings and interviews; website; social media; facility tours
Industry
associations
Memberships; representation on boards and committees; meetings; industry events
Trade unions
Meetings
Non-government
organisations
Participation in forums; meetings; industry associations and events
Cutting of first steel for J-IC SCMS
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INVESTOR
ENGAGEMENT
Civmec acknowledges the importance of maintaining open
lines of communication with investors to provide updates
regarding our strategic direction and reassurance towards
our disciplined approach.
Accordingly, we remained engaged with the investment community and
media throughout the year to keep them informed of our progress.
In meetings with investors, we delivered a consistent message that we are focused on maintaining steady
and structured revenue growth, while ensuring stable financial returns. Our communications provided
investors with an understanding of our continued commitment to increasing recurring revenue streams,
largely through growth in the maintenance sector.
Business News: ‘Civmec wins $330m Rio Tinto
contract’
CEO Magazine: ‘Diversity, dedication and an open
Dialogue: Pat Tallon’
Business Times: ‘Small cap stocks can outperform the STI,
if investors know where to look’
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We also communicated our strategy to target extra layers of growth in Infrastructure in the medium term,
and, in the longer term, increased involvement in shipbuilding and sustainment programs for the Royal
Australian Navy.
During the year, we actively engaged with investors who expressed interest in the activities of the
company, providing 20 separate presentations to more than 60 individual investors and analysts in
Australia and Singapore. Several of those also attended tours of our Henderson facility. We remain
committed to ensuring our investors are informed of our strategic direction.
Media Coverage
Regarding media coverage, Civmec garnered attention as a small-cap stock to watch due to our
consistent performance throughout FY23. We engaged with the media by directly communicating
announcements and financial updates to media outlets. We participated in one-on-one interviews,
including interviews by CEO Pat Tallon for Money FM 89.3 Singapore and The Edge Singapore.
Various outlets, including press and digital media channels, covered Civmec throughout the year,
discussing a range of topics that included contract awards, financial results, growth and other company
updates. The SABR Project received a four-page feature in the Autumn edition of Steel Australia magazine.
In addition, our continued social media presence ensures that we communicate and engage with
stakeholders using multiple streams in order to maintain open lines of communications.
Steel Australia Magazine: ‘Civmec takes on 2,000 tonne
shiploader at Hay Point terminal’
The Market Herald: ‘Civmec wins new contracts,
takes order book to $1.2b’
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04
GOVERNANCE
4.1
4.2
4.3
4.4
4.5
ANTI-CORRUPTION
ANTI-COMPETITIVE BEHAVIOUR
TAXATION
REPORT ON CORPORATE GOVERNANCE
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The Board of Directors and senior management of Civmec
understand the importance of good corporate governance
in ensuring transparency and protecting the interests of
shareholders, as well as strengthening investors’ confidence
in the management of all aspects of the company’s operations.
The importance of this was emphasised in the results of our
Materiality Assessment, which ranked Anti-corruption
and Taxation as the top two material issues to our business.
Accordingly, the Board and management are
committed to maintaining the highest standards
of corporate governance, endorsing the SGX
Principles of the Code of Corporate Governance
and the ASX Corporate Governance Principles and
Recommendations. Civmec’s Report on Corporate
Governance for the year ending 30 June 2023
(in which we report against these principles) is
included within our 2023 Annual Report and on our
website.
To assist in the execution of its responsibilities, the
Board has established several Board Committees,
including an Audit Committee, Nominating
Committee, Remuneration Committee and Risks
and Conflicts Committee. These Committees
function within clearly defined terms of reference
and operating procedures, which are reviewed on a
regular basis.
During the financial year, all Civmec directors
and independent directors completed approved
sustainability training, as per the SGX requirement.
CLICK or scan QR code to
Code of Conduct
Code of Conduct
The Civmec Code of Conduct sets a standard of
behaviour and workplace culture and acts as a
guide to our people as they perform work, make
decisions and represent the company. It also
extends to any person who is a representative
of the Civmec Group, whether it be during or
outside of work hours, at any location, to the fullest
extent possible, and including suppliers and their
employees, subcontractors and agents.
Our Code of Conduct is based around integrity,
openness and accountability, and is underpinned
by the six Civmec values of commitment, value
driven, excellence, innovation, make a difference
and collaboration.
We will continue to advocate good corporate
governance and high standards of integrity and
ethics across our operations, driven by the actions
and behaviours of our people. This is underpinned
by our Code of Conduct, which will continue to be
reviewed and evolved going forward, to meet the
expectations of our business, our stakeholders and
the communities in which we operate.
Available to view publicly on our website, the Code
of Conduct has been approved by the Civmec
Board of Directors and is reviewed regularly to
ensure continuous improvement.
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ANNUAL REPORT 2023CIVMECANTI-
CORRUPTION
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Although Civmec operates in a well-regulated environment,
we continue to remain vigilant to the potential for corruption.
Our Anti-bribery and Corruption policy and Code of Conduct
provide guidance on appropriate conduct, whilst our whistleblower
hotline provides a secure means to report perceived and/or actual
corrupt behaviour.
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Assessment Processes
The company’s management teams have
evaluated all legal entities for the implementation
of anti-corruption measures and incidents of
corruption.
New major suppliers must adhere to the
Supplier Code of Conduct, which includes a
zero-tolerance policy for bribery and corruption.
Suppliers are required to have systems in place
for training, auditing, and instructing personnel
and subcontractors to ensure compliance. We
conduct supplier audits and evaluations to monitor
adherence to company requirements and the
Code of Conduct. Suppliers are also obligated to
promptly report any known violations.
Corruption risks are investigated through ongoing
internal audits. If corruption is suspected, the HR
business unit, along with the executive team and
other relevant units, will conduct an investigation,
potentially with the assistance of specialized third
parties. The Risks and Conflicts Committee reviews
the investigation findings and is informed about
disciplinary actions taken against responsible
employees. These actions may include termination
of employment or contracts with business partners.
The committee may also participate in decision-
making on significant matters.
Communication and Training
Our approach to anti-corruption is based on the
Code of Conduct (Code), which clearly prohibits
bribery and corruption. Compliance with the
Code, as an integral part of the employment
contract and the onboarding program, is the
personal responsibility of each Civmec employee.
In addition, employees receive regular and
appropriate training. Corporate Legal, Internal
Audit and Corporate Compliance teams regularly
conduct training sessions and audits. Executive
General Managers and Business Unit Managers are
responsible for the compliance of their departments
with applicable laws, internal regulations, including
the Code, and for the information and training of
their staff.
We regularly conduct formal training in proactive
avoidance of possible violations against the Code,
both with e-learnings and with classroom-based
(face-to-face) courses. Training is group specific,
based on cases, and modern training tools are
used (multimedia). The importance of participation
is regularly emphasised and, in many cases,
attendance is mandatory for employees in relevant
roles with training to be undertaken within specified
time periods.
Recorded Incidents
Adoption of and compliance with the Code of
Conduct by the General Managers and their
management teams was reviewed in 2023.
Our employees are the most effective channel to
detect violation, underlining transparency as a key
value at Civmec which must be supported and
preserved.
CLICK or scan QR code to
view our Anti-bribery and
Corruption policy
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GOVERNANCE continued
In FY23 there were no
formal allegations made
against Civmec in relation
to bribery, corruption or
kickbacks. There were
also no legal proceedings
against Civmec or its
employees for alleged
corruption during FY23.
ANTI-COMPETITIVE
BEHAVIOUR
Purpose
Operating in a variety of different regions and sectors, we engage with a range of customers, competitors,
suppliers, and stakeholders. Compliance with laws and anti-competitive practices is essential for our
sustainability. We are committed to conducting operations with integrity, fostering a fair and open market,
and serving the long-term interests of customers, stakeholders, and the community. We observe relevant
legislation, regulation, contractual obligations and our corporate policies, in particular, the provisions of the
Competition and Consumer Act (CCA), and the Australian Consumer Law (ACL).
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ANNUAL REPORT 2023CIVMECGuidelines
The key guidelines which govern our approach
to anti-competitive behaviour are as follows:
1. The CCA governs anti-competitive and
unfair behaviours. It is regulated by the
Australian Competition & Consumer
Commission (‘ACCC’).
2. Our corporate policies prohibit entry by
any person representing Civmec into
any arrangements which are illegal under
the CCA, have the purpose or (in some
cases) the effect of substantially lessening
competition, or breach the ACL.
3. We predominantly operate under the
provisions of the CCA and ensure
compliance with this Act (amongst others).
This includes the prohibition of behaviours
such as:
(a) agreements between competitors to fix,
maintain or control prices;
(b) agreements between competitors
to split up a market or customers
agreements between competitors not to
deal with particular suppliers, customers
or other competitors;
(c) conduct that is prohibited if it has
the purpose or effect of substantially
lessening competition as defined under
the CCA, which may include, depending
on circumstances, exclusive dealing and
other restrictive arrangements;
(d) the supply of goods or services on
condition that the customer purchases
goods or services from a third party; and
(e) inducing resellers to not sell products
below a specified price.
We also prohibit agreements, arrangements or
understandings that have the purpose, effect or
likely effect of substantially lessening competition
in a market.
Policy Compliance
Noncompliance with anti-competitive policy may
lead to significant fines, penalties, legal liability,
or reputational harm for Civmec. It could also
jeopardise our business licenses. Employees who
violate the policy may face disciplinary action,
including termination.
The Executive General Manager – Operational
Support is accountable for implementing Civmec’s
competition law compliance.
We recognise anti-competitive policy compliance
as critical to the business because:
• failure to comply with competition rules
can have an extremely high financial cost
with regards to fines from the Australian
Government;
• any agreement that infringes competition
law may be wholly or partially invalid which
means that the company cannot enforce it;
• third parties who suffer loss as a result of
anti-competitive behaviour may be able to
claim damages from Civmec for their loss;
• investigations into the company and findings
of infringements attract adverse media
comment; and
• investigations and possible legal
proceedings resulting from infringements
can take years to resolve, incurring high
costs and taking up management time
that should be devoted to more profitable
projects.
We encourage our staff to actively report any
conduct that may violate the CCA to their line
manager, the Executive Group Manager –
Operational Support, or through the Civmec
confidential whistleblower hotline.
Civmec had zero
legal actions
pending or
completed in
FY23 in relation
to anti-competitive
behaviour and
violations of anti-
trust and monopoly
legislation.
Furthermore, to date, Civmec has never
received or been the subject of any legal
action in relation to anti-competitive
behaviour and violations of anti-trust and
monopoly legislation.
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GOVERNANCE continued
TAXATION
Civmec acknowledges the importance of taxes as crucial government income and an essential means for
organisations to contribute to the countries where they function.
During FY23, the majority of our operations were conducted in Australia. The total amount of tax and
payments to government, including corporation tax, PAYG tax, payroll tax, goods and services tax, excise
tax, customs tax, fringe benefit tax, property tax and government levies was A$138 million.
We are dedicated to adhering to all applicable tax laws in the regions where we operate and fulfilling
our financial responsibilities with integrity and transparency. Further details regarding tax payments are
available within Section 5: Financial Report.
Guidelines
The key guidelines governing our approach to tax
are as follows:
• ensuring we remain familiar with all tax
reporting and payment obligations within
our jurisdiction;
• declaring all assessable income and
allowable deductions;
• participating only in legitimate tax planning;
• where necessary, obtaining the advice of
professionals and experts; and
• making ourselves available to the tax
authorities at all times, and responding to
any requests in a timely manner.
This year, the Australian Taxation Office (ATO)
completed their Combined Assurance Review
(CAR) of the Group for the 2018-2021 financial
years, which resulted in a finding that the overall
level of assurance was ‘high’, placing Civmec in
the top 22 per cent of companies reviewed. This is
a major achievement for the Group, as within our
industry it is not abnormal for the level of assurance
to be given a lower rating.
By continuing to make fair and reasonable
contributions to the national economy, we
support our local and broader communities and
their sustainability, and continue to meet the
expectations of our customers, stakeholders
and the general public.
Future Focus
Civmec will continue to advocate good corporate governance and high standards of integrity and ethics
across our operations, driven by the actions and behaviours of our people. This is underpinned by our
Code of Conduct, which will continue to be reviewed and evolved going forward, to meet the expectations
of our business, our stakeholders and the communities in which we operate.
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ANNUAL REPORT 2023CIVMEC
REPORT ON
CORPORATE
GOVERNANCE
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 2023 (‘FY2023’) with specific reference to
the Principles and Provisions of the Singapore Code of Corporate Governance 2018 (the ‘Code’) and the 4th
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 FY2023, 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.
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, approving investment proposals and setting
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.
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.
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GOVERNANCE continued
Board Matters (continued)
The Board’s Conduct of Affairs (continued)
Provision 1 (continued)
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 their directorship skills. 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 Director was given an orientation and induction
programme to familiarise themselves 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 and induction programme including performing
appropriate checks in accordance with the Company’s onboarding policies and procedures before the
personnel are introduced to the senior management team. Upon appointment of each Director and key
management personnel, (senior executive), the Company provides a Services Agreement to the Director
and key management personnel (senior executive) setting out their duties and obligations.
During FY2023, all Board members completed a training course and obtained a Certificate in Sustainability
for Directors.
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/acting Chief Financial Officer, Mr Kevin James Deery. The Board has reviewed and
adopted the delegation of authority (“DOA”) during FY2022 regarding the signing authority and limits. The DOA
sets out the authorisation levels required for specific transactions, including those requiring Board approval.
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.
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ANNUAL REPORT 2023CIVMECBoard 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 2023 is set out below:
Board Committees
Board
Audit
Committee
Remuneration
Committee
Nominating
Committee
Risks and
Conflicts
Committee
No. of Meetings Held
No. of Meetings Attended
James Finbarr Fitzgerald
Patrick John Tallon
Kevin James Deery
Chong Teck Sin
Wong Fook Choy Sunny
Douglas Owen Chester
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4
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4
4
4
4
4
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4*
4*
4
4
4
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2*
2*
2
2
2
2
2*
2*
2*
2
2
2
4
4*
4*
4*
4
4
4
*By Invitation
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, at least a week prior to each meeting, so all Directors may better understand the issues
beforehand, allowing more time for discussions and deliberations.
Directors are provided with a copy of documents containing a wide range of relevant information, including
but not limited to quarterly and annual financial results, progress reports of the Group’s operations,
corporate and 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.
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GOVERNANCE continued
Board Matters (continued)
The Board’s Conduct of Affairs (continued)
Principle 1 (continued)
Provision 1.6 (continued)
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. 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 compliance 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 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.
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 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 form of 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.
As at FY2023, Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester have
served on the Board for more than 9 years from the date of their first appointment. Based on Mr
Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester (“Independent Directors”)
declaration, the Independent Directors do not have relationships or circumstances that are likely to affect
or that could affect their judgement which could compromise their independence on board matters.
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ANNUAL REPORT 2023CIVMECBoard Matters (continued)
Board Composition and Guidance
Principle 2 (continued)
Provision 2.1 (continued)
In line with the SGX-ST Listing Rule 210(5)(d)(iii) which was in effect at the time of the AGM, the continued
appointment of an Independent Director who has served the Board for an aggregate of more than 9 years
was subject to the approval of (a) all shareholders and (b) shareholders, excluding shareholders who are
directors and Chief Executive Officer of the Company ( “Two-Tier Voting”).
In this respect, the approval of the shareholders was obtained through a Two-Tier Voting at the AGM on 28
Oct 2022 for Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester to continue
in office as a Independent Non-Executive Director of the Company, notwithstanding that they have served
as an Independent Non-Executive Director of the Company for an aggregate term of more than nine years.
The new SGX-ST Listing Rule 210(5)(d)(iv) and the Transitional Practice Note 4 of the SGX Listing Manual
states that a Director will not be independent if they have been a director of the issuer for an aggregate
period of more than 9 years. Rule 210(5)(d)(iv) takes effect from an issuer’s AGM for the financial year
ending on or after 31 December 2023, which is anticipated to occur in October 2024. As such, during the
transitional period, Mr Chong Teck Sin, Mr Wong Fook Choy Sunny and Mr Douglas Owen Chester can
continue in office as Independent Non-Executive Directors of the Company.
The Independent Directors have, over time, not only gained valuable insight into the Group, its business,
markets and industry but have brought the breadth and depth of their business experience to the
Company. Their length of service has not in any way interfered with their exercise of independent judgment
nor hindered their ability to act in the best interests of the Company. The Board has concluded that
Independent Directors continue to remain objective and independent-minded in Board determinations.
Taking into account the above after due consideration and careful assessment, and also having weighed
the need for Board refreshment against tenure for relative benefit, the NC and the Board are of the view
that the Independent Directors continue to be considered an Independent Director notwithstanding that
they have served on the Board beyond 9 years.
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. Accordingly no individual, or group of individuals, dominates the Board’s decision-making as half of
the Board consist of Independent Directors.
The majority of the Company’s Board are not Independent Directors, including the Chairman. The Board’s
current composition offers a good balance of diversity and professional background of Directors. It brings
a range of longer-term benefits to the Company in contrast to having a majority percentage of Independent
Directors serving on the Board.
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.
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 non-executive
perspectives and a 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.
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GOVERNANCE continued
Board Matters (continued)
Board Composition and Guidance (continued)
Principle 2 (continued)
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.
Whilst 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 an oversight role which brings a range of longer term benefits to
the Company. Diversity of thought and professional background of Directors allow decisions to be made in
the best interest of the Company.
The Non-Executive Directors provide constructive review and assist the Board to facilitate and
develop proposals on strategy and monitor the performance of senior management in meeting agreed
objectives. The Non-Executive Directors have full access to and co-operation 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 Director or officer 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 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 are 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
6
0
100%
100%
100%
100%
67%
100%
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ANNUAL REPORT 2023CIVMECBoard Matters (continued)
Board Composition and Guidance (continued)
Principle 2 (continued)
Provision 2.4 (continued)
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 it’s strategy,
targets, performance, and future focus in relation to diversity of the Company as a whole. If a vacancy
arises under any circumstances, or where it is considered that the Board would benefit from the services
of a new director, the NC, in consultation with the Board, will consider the range of diversity perspectives,
including, but not limited to, those described in the Company’s Diversity Policy and select the appropriate
candidate for the position. The selection of the Directors will be based on merit and potential contribution
to the Board, and candidates will be considered against objective criteria that complements and expands
the skills and experience of the Board as a whole, and having given due regard to the overall balance and
effectiveness of a diverse Board. The main objective is to continue to maintain the appropriate balance
of perspectives, skills and experience on the Board to support the attainment of the Company’s strategic
objectives and its sustainable development. The NC has not set a specific target for board diversity as it
may detract from the more fundamental principle that the candidate must be of the right fit and meet the
relevant needs and vision of the Company.
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.
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 at least once a year with Auditors without the presence of the senior management.
The Board and senior management fully appreciate that the fundamentals of good corporate governance
comprise of an effective and robust Board whose members engage in open and constructive debate and
challenge senior management on its assumptions and proposals.
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GOVERNANCE continued
Board Matters (continued)
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.
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GOVERNANCE continued
Board Matters (continued)
Board Membership (continued)
Principle 4 (continued)
Provision 4.1 (continued)
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.
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
– NC Chairman
Mr. Chong Teck Sin
– Member and Lead Independent Director
Mr. Wong Fook Choy Sunny
– 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 Directors
below 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
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ANNUAL REPORT 2023CIVMECBoard Matters (continued)
Board Membership (continued)
Principle 4 (continued)
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 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 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:
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Name of Director
James Finbarr Fitzgerald
Patrick John Tallon
Kevin James Deery
Chong Teck Sin
Date of Initial
Appointment
27 Mar 2012
27 Mar 2012
27 Mar 2012
27 Mar 2012
Date of Last
Re-election
28 Oct 2022
28 Oct 2022
28 Oct 2022
28 Oct 2022
Wong Fook Choy Sunny
27 Mar 2012
28 Oct 2022
Douglas Owen Chester
2 Nov 2012
28 Oct 2022
Notes:
(1) Past Directorships within the past 3 years
(2) Listed on Hong Kong Stock Exchange
(3) Appointment ceased on 30 June 2023
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Directorships in
Listed Companies
Past Directorships
in
Listed
Companies(1)
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InnoTek Limited
AIMS APAC REITS
Management
Limited
Mencast Holdings
Ltd
InnoTek Limited
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-
Changan Minsheng
APLL Logistics Co.,
Ltd (2)(3)
Excelpoint
Technology Ltd
-
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GOVERNANCE continued
Board Matters (continued)
Board Membership (continued)
Principle 4 (continued)
Provision 4.5 (continued)
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 two (2) 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 FY2023 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.
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.
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ANNUAL REPORT 2023CIVMECBoard Matters (continued)
Board Performance (continued)
Principle 5 (continued)
Provision 5.2 (continued)
The NC conducted a performance evaluation of the Board and Board Committees for FY2023 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 FY2023.
Remuneration Matters
Procedures for Developing Remuneration Policies
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 RC to make recommendations to the Board on remuneration
packages of individual Directors and key senior management personnel. The Company has developed a
remuneration policy for fixing the remuneration packages of Directors and senior executives.
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 members, all of whom including the RC Chairman are Independent Non-
Executive Directors:
Mr. Wong Fook Choy Sunny
– RC Chairman
Mr. Chong Teck Sin
– Member and Lead Independent Director
Mr. Douglas Owen Chester
– Member
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GOVERNANCE continued
Remuneration Matters (continued)
Procedures for Developing Remuneration Policies (continued)
Principle 6 (continued)
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’) and the Civmec Limited Performance Rights Plan (‘CPRP’) upon the terms of reference as
defined in the CESOS and CPRP. The CESOS and CPRP were established on 27 March 2012 and 25
October 2019 respectively, with a 10-year tenure commencing on the establishment date.
The Company has a policy that governs the Directors and senior management personnel dealing in
securities trading. The securities trading policy 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 securities trading
policy sets out closed periods for trading in securities by KMP including for one month prior to and 48
hours after release of half yearly and annual financial results. The policy also restricts KMP from engaging
in short term trading of securities.
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.
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.
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ANNUAL REPORT 2023CIVMECRemuneration Matters (continued)
Level and Mix of 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 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 to promote long-term sustainability
of the Group.
During FY2023, 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$)
96,000
84,500
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.
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Remuneration Matters (continued)
Disclosure on Remuneration
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 2023. Instead, the Company discloses the bands of remuneration in the following tables
below to avoid such information being exploited by competitors and to maintain personal confidentiality on
remuneration matters:
For the year ended 30 June 2023
Name of Director
Salary
Bonus*
Directors’
Fees
Allowances
and Other
Benefits
A$1,200,000 to A$1,450,000
James Finbarr Fitzgerald
Patrick John Tallon
Kevin James Deery
Below A$250,000
Chong Teck Sin
Douglas Owen Chester
Wong Fook Choy Sunny
46%
46%
67%
-
-
-
*excludes equity-settled share-based payments
51%
51%
28%
-
-
-
-
-
-
100%
100%
100%
3%
3%
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 2023 are set out below:
For the year ended 30 June 2023
Name of Key
Executive
A$600,000 to A$850,000
Designation
Salary
Bonus*
Allowances
and Other
Benefits
Charles
Sweeney
Adam
Goldsmith
David Power
Mylon
Manusiu
Executive General Manager – Construction
73%
Executive General Manager – Operational
Support
Executive General Manager –
Manufacturing
Executive General Manager –
Maintenance and Capital Works,
Refineries and Smelters
73%
72%
72%
*excludes equity-settled share-based payments
19%
19%
19%
23%
8%
8%
9%
5%
Total
100%
100%
100%
100%
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ANNUAL REPORT 2023CIVMECRemuneration Matters (continued)
Disclosure on Remuneration (continued)
Principle 8 (continued)
Provision 8.1 (continued)
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 2023 are set out below: (continued)
For the year ended 30 June 2023
Name of Key
Executive
A$350,000 to A$600,000
Designation
Salary
Bonus*
Allowances
and Other
Benefits
Total
Daniel
Kennedy(1)
Executive General Manager – Maintenance
and Capital Works, Resources and Energy
Peter
Ricciardello(2)
Executive General Manager – Proposals
and Growth
69%
85%
27%
4%
100%
5%
10%
100%
Notes
*excludes equity-settled share-based payments
(1) Resigned on 08/11/2022.
(2) Appointed on 02/07/2022.
The annual aggregate remuneration incurred for all the above-mentioned Directors and key senior
management personnel of the Group is A$8,790,000 (2022: A$7,292,000).
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.
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
A$150,000 to A$249,999
Thomas Tallon
Designation
Relationship
Supervisor
Brother of CEO Patrick Tallon
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 and CPRP can be found in the ‘Directors’ Statement’ in the
‘Financial Report’ section of this report.
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Accountability and Audit
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 the 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;
• perform any other functions as may be agreed by the Board;
• review the Risk Register and Risk Management Framework; and
• requested revisions to the Risk Mitigation Plan presented by senior management to mitigate and
monitor the risk exposure.
During the reporting period of the year, the RCC has:
• 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 members, all of whom, including the RCC Chairman are Independent Non-
Executive Directors:
Mr. Chong Teck Sin
– RCC Chairman and Lead Independent Director
Mr. Douglas Owen Chester
Mr. Wong Fook Choy Sunny
– Member
– Member
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ANNUAL REPORT 2023CIVMECAccountability and Audit (continued)
Risk Management and Internal Controls (continued)
Principle 9 (continued)
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 evaluate potential financial effects, as well as
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.
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.
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Accountability and Audit (continued)
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 acting 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.
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;
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ANNUAL REPORT 2023CIVMECAccountability and Audit (continued)
Audit Committee (continued)
In addition, the functions of the AC are to: (continued)
• 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 Groups’ 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;
• 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 co-operation 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.
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GOVERNANCE continued
Accountability and Audit (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.1 (continued)
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;
• 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; and
• reviewed and recommended the implementation of the tax internal controls testing plan and the
results from the testing undertaken.
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 FY2023
is A$122,000 (equivalent S$107,000) which comprises audit fee of A$100,000 (equivalent S$87,000)
and A$22,000 (equivalent S$20,000) audit related 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.
The AC is kept abreast by the external auditors of changes to accounting standards, SGX-ST Listing
Manual and ASX Listing Rules, and other regulations which could have an impact on the Group’s business
and financial statements.
The Company has a whistle-blowing policy where people may, in confidence, raise concerns about
possible improprieties in matters of financial reporting, fraudulent acts, bribery/corruption conduct, breach
of code of conduct 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 independent third-party whistle-
blowing service provider. Staff are regularly informed of the existence of the whistle-blowing mechanism
and encouraged to report relevant matters. The identity of persons using this facility are kept confidential
unless the person(s) indicate otherwise and the Company does not tolerate any victimisation of a
whistleblower.
There were two reports received through the whistle-blowing system during FY2023. These reports were
related to the same grievance of an employee who felt unfairly treated. The reports were investigated and
following discussion between the parties concerned a mutually satisfactory outcome was reached.
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ANNUAL REPORT 2023CIVMECAccountability and Audit (continued)
Audit Committee (continued)
Principle 10 (continued)
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 members, all of whom, including the AC Chairman, are
Non-Executive Independent Directors:
Mr. Chong Teck Sin
– AC Chairman and Lead Independent Director
Mr. Douglas Owen Chester
Mr. Wong Fook Choy Sunny
– 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.
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.
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Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC
GOVERNANCE continued
Accountability and Audit (continued)
Audit Committee (continued)
Principle 10 (continued)
Provision 10.4 (continued)
The AC is satisfied with the effectiveness of the existing internal control systems put in place by 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.
Shareholder Rights and Engagement
Shareholder 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.
The AGM and other shareholders’ meetings will always be held at a reasonable place and time. The
Company ensures that shareholders have the opportunity to participate effectively and to 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.
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ANNUAL REPORT 2023CIVMECShareholder Rights and Engagement (continued)
Shareholder Rights and Conduct of General Meetings (continued)
Principle 11 (continued)
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
FY2022, 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 an amendment to its Constitution is required to align the relevant provisions with the requirements
of the SGX-ST Listing Manual and the ASX Listing Rules, shareholders’ approval will be obtained.
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 prepares 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 makes 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.
Minutes of general meetings 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) Final Dividend of A$0.03 per ordinary share
for the financial year ended 30 June 2023, payment of which is subject to shareholders’ approval at the
forthcoming AGM. This dividend is fully franked for Australian tax resident shareholders.
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GOVERNANCE continued
Shareholder Rights and Engagement (continued)
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 Company’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 Board will also receive copies of all material market
announcements promptly after they have been made by the Company. 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.
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 https://www.civmec.com.au/investors/shareholder-services/.
CLICK or scan QR code to view our Investor Relations Policy.
CLICK or scan QR code to view ‘Shareholder Services’ on our website.
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ANNUAL REPORT 2023CIVMECManaging Stakeholders’ Relationships
Engagement with Stakeholders
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, understanding
its stakeholders’ concerns better, and addressing any issues that they may face. In addition, 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 during FY2023.
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 FY2023.
CLICK or scan QR code to view our website.
CLICK or scan QR code to view ‘Investors’ information on our website.
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Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC
GOVERNANCE continued
TASK FORCE ON
CLIMATE-RELATED
FINANCIAL
DISCLOSURES
(TCFD)
Governance
Board Oversight
Civmec is in the initial stages of its journey to apply the TCFD recommendations, and is committed to
developing additional climate governance mechanisms so that, in time, there is explicit oversight of climate-
related risks and opportunities by the Board and designation of climate-related responsibilities to management.
Civmec has a risk appetite statement, risk management framework and compliance framework that align
its business operational activities against the objectives of the Civmec strategic plan to calculate the level
of risk that it is willing to assume.
The Board exercises oversight on the risks and opportunities (including climate-related risks) to the
business through the Risks and Conflicts Committee (RCC). The primary responsibility of the RCC, which
is made up of three independent directors and meets quarterly, is to review and monitor the Group’s
risk management strategy and includes monitoring of the risk exposures, reviewing internal audit reports
on the adequacy of controls in place to mitigate risks, and management’s views on the acceptable and
appropriate level of risk faced by Civmec’s business units. A consistent process is followed to prepare the
Group Risk Report, which summarises the salient risks, for the RCC. The RCC reviews these salient risks
and provides feedback on Civmec’s risk performance and exposure to the Board.
Management Roles
At a management level, the executive team is comprised of the Chief Executive Officer (CEO), Chief
Operating Officer (COO), the Executive Group Manager (EGM) – Operational Support, EGM – Proposals
and Growth, EGM – Maintenance, EGM – Construction and EGM – Manufacturing. The executive team
meets on a monthly basis with an agenda, which includes reviewing of salient risks to the business and
mitigation strategies. The EGM – Proposals and Growth is responsible for the risk management system
and overseeing the strategic plan process.
Sustainability issues are driven by the Civmec executive team and chaired by the CEO. Individual executive
managers are assessed on factors that include contributions to the Board’s long-range planning and strategies.
In order to develop Civmec’s sustainability governance and further integrate sustainability issues across
the business, the Group instituted the Sustainability Committee (SC) in FY23. Members of the SC include
the COO and representation from business units, including HSEQ, HR, Finance, and Proposals. The SC
is responsible for issuing the development of the climate-related risks and opportunities register. The SC
also reports directly to the executive team and CEO to recommend climate-related strategies, actions and
targets. It is intended that the SC will be utilised to take further steps to formalise and embed its role in the
management of climate-related issues in the next financial year.
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ANNUAL REPORT 2023CIVMECThe SC has coordinated stewardship on the company’s climate-related risk mitigation and opportunities,
including related budgeting for capital expenditure. The SC assessed key climate-related risks and
opportunities and made recommendations for approval by the Civmec executive team.
In FY23, Civmec took its first steps in applying the TCFD recommendations to the management of climate-
related risks. The Board reviewed and approved Civmec’s preliminary TCFD disclosures, which includes
the company’s current process for climate-related risks and opportunities, targets, and performance.
In addition, the Board undertook training in sustainability reporting to increase their understanding of
sustainability risks and opportunities, including climate-related issues.
In accordance with the risk management framework, the material climate-related risks will be reviewed by
the RCC in FY24.
Strategy
In FY23, Civmec undertook its first actions to
identify and assess climate-related risks and
opportunities relevant to Civmec, in line with the
TCFD Guidance. These actions included the
completion of a workshop to conduct an initial
assessment of risks and opportunities and their
impacts in a low carbon economy consistent with
a 2°C scenario and in an RCP 8.5 (high physical
risks) scenario.
Risks, Opportunities and
Impacts
The following summarises the initial explorative
exercise of risks and opportunities relevant to
Civmec undertaken in the workshop. Although
the Group has identified specific timeframes for
more detailed assessment of climate-related risks
(short term from FY24 to 2030, medium term from
2030 to 2050, and long term beyond 2050), the
high level assessment conducted in FY23 focused
on risks across a long-term horizon (from now to
2050). The assessment, therefore, highlights risk
areas for further focused analysis and detailed
scenario planning.
The most salient physical and transition risks
identified for the business are:
• Extreme weather events: damage to
fixed assets and equipment could lead
to higher insurance premiums or the
potential for some assets to be uninsurable.
Disruptions to operational performance,
productivity and supply chains could lead to
increase costs;
• Market forces: increasing client demands
for suppliers to transition faster than legal
requirements could lead to increased costs
or bringing costs forward; and
• Technology: Rate of adoption of emerging
technologies could result in loss of revenue/
additional costs from either failure of
immature technology (early adoption) or loss
of competitive advantage (late adoption).
Other risks – such as long-term shifts in climate
patterns, exposure to litigation, water scarcity and
reputation – were considered, but not deemed to
be material at this stage.
Opportunities were also identified and considered
as part of the high-level assessment and included
supporting mining and infrastructure projects within
a low carbon economy, continuing to identify and
assess options for energy and resource efficiency, and
greater use of low carbon materials and energy sources.
These risks and opportunities will be refined as
Civmec undertakes a deeper dive into scenario
analysis and planning. This will allow us to better
understand and assess each risk in terms of the
geographic, market and technological context, the
impacts over relevant time horizons, and develop
specific management responses. The outcome of
this iterative analysis will form part of the Civmec
strategic plan and be detailed in subsequent
disclosures.
In line with the TCFD Guidance, the high-level
assessment considered the potential financial
impacts of climate-related risks and opportunities
in qualitative terms. The impacts of the most
salient physical and transition risks identified for the
business are described above.
Resilience
In terms of resilience Civmec has a successful
record of diversification and adaptation as a means
to avoid significant financial volatility and remain
profitable. This organisational strategy will be
tested as part of the scenario analysis and planning
(including analysis of a 2°C or lower scenario) to be
conducted in the next financial year.
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Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC
GOVERNANCE continued
Risk Management
Civmec’s Risk Management Framework (RMF)
is well embedded within the business processes
of the Group. The RMF outlines the principles,
approach, responsibilities and guidance for
identifying, assessing and managing risk.
The RMF requires that identification and
assessment of Corporate and Group level risk
is undertaken in a workshop setting. Following
the identification and assessment of risks and
opportunities, mitigation or risk treatment plans are
developed to either better understand the risk or to
reduce the likelihood or consequence of the risk to
within the risk appetite.
Business Risk falls under the responsibility of the
EGM – Operational Support, whilst risk treatment
plans are delegated to the responsible business
unit, depending on the nature of the risk. Salient
risk and risk treatment plans are incorporated into
the strategic planning process. Individual Executive
managers are assessed on their contribution to the
Board’s long-term planning and strategy.
Updates on material risks are reported by the
Executive Team through to the RCC via the Group
Risk Report. The Group Risk Report is then used
by the RCC to form recommendations to the Board
as part of its oversight.
In FY23, as part of the high-level assessment
of climate-related risks and opportunities, an
externally facilitated workshop with representatives
from Finance, Operational Support, HSEQ, Legal
and Engineering was conducted to determine the
most salient risks and priority opportunities (see the
Strategy section).
In order to improve alignment with the TCFD’s
recommendations, Civmec plans to integrate
explicit reference of climate-related risks and
opportunities into the RMF.
The outcome of the high-level assessment of
climate-related risks and opportunities was
reviewed and approved by the Executive Team
under the provision that further work is required
to understand the risks and exposure in greater
detail. In line with the RMF, specific mitigation will
be developed as part of the more detailed analysis
of the climate-related risks (described on page 123)
and detailed in subsequent disclosures.
The high-level assessment of climate-related
risks is the first step towards integration into
Civmec’s overall risk management process. As
the understanding of climate risk matures, further
integration will include the inclusion of material
related risks in the Group Risk Report.
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ANNUAL REPORT 2023CIVMECAn estimate of Scope 3 emissions, along
with associated boundaries for calculation or
measurement, will be prepared as part of Civmec’s
commitment to generating targets and reported in
subsequent disclosures.
Targets
Civmec intends to normalise emission reduction
targets with science-based targets for the near
term and beyond for upcoming annual disclosures.
These targets will be prepared in alignment
with Science Based Targets Initiative (SBTi).
Establishment of these targets forms part of the
Group’s strategic plan for FY24.
Forming an emissions reduction target has
been included in the executive managers’
strategic action.
Metrics and Targets
Metrics
Civmec has included annual reporting of emissions
from its manufacturing facilities (Henderson and
Newcastle) in its Sustainability Report since FY18.
Metrics have included Scope 1 and 2 emissions,
measured as tonnes of carbon dioxide equivalent,
or tCO2e (as defined by the Greenhouse Gas
Emissions Protocol: A Corporate Accounting
and Reporting Standard) and emissions intensity,
measured as total tonnes of carbon dioxide
equivalent per millions of Australian dollars of
revenue from manufacturing, or tCO2e/A$m. Given
the year-on-year variability in activities undertaken
by the Civmec Group, the emission intensity metric
provides a high-level proxy for the influences of
excellence and innovation, two of the Group’s core
values,
In FY23, Civmec extended measurement of
emissions to include all activities under direct
operational control (where fossil fuel use or
electricity consumption is directly accounted as
costs to the business), thereby generating a more
accurate picture of Scope 1 and 2 emissions, and
absolute total emissions. Total revenue for Civmec
is utilised for the calculation of emissions intensity.
The high-level assessment of climate-related risks
and opportunities conducted in FY23 applied
Civmec’s established risk criteria in the RMF
for consequence, likelihood, ratings, hierarchy
of controls and risk management actions. As
Civmec continues its journey of understanding and
assessing climate-related risks and opportunities,
the Group will develop more detailed metrics
focused on the areas of exposure/opportunity for
which progress can be tracked.
FY23 emissions are included on page 61. This
includes emissions data for the manufacturing
facilities only for FY22 and FY23 in order for a
comparison to be drawn from previous years.
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Additional InformationFinancial Report ANNUAL REPORT 2023CIVMEC
05
FINANCIAL
REPORT
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
DIRECTORS’ STATEMENT
INDEPENDENT AUDITOR’S REPORT
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
128
134
142
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ANNUAL REPORT 2023CIVMEC
05 I
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^ The order of the symbols directly corresponds to the relative level of influence we have on the SDGs, from greatest to least impact.
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ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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Additional Information ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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Additional Information ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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ANNUAL REPORT 2023CIVMEC
DIRECTORS’ STATEMENT
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Additional Information ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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Additional Information ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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Additional Information ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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Additional Information ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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ANNUAL REPORT 2023CIVMEC
INDEPENDENT AUDITOR’S REPORT
to the members of Civmec Limited
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Additional Information ANNUAL REPORT 2023CIVMEC
CONSOLIDATED INCOME
STATEMENT
For the year ended 30 June 2023
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CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the year ended 30 June 2023
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v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
143
Additional Information ANNUAL REPORT 2023CIVMEC
STATEMENTS OF FINANCIAL
POSITION
As at 30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
144
ANNUAL REPORT 2023CIVMEC
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
145
Additional Information ANNUAL REPORT 2023CIVMEC
CONSOLIDATED STATEMENT OF
CASH FLOWS
For the year ended 30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
146
ANNUAL REPORT 2023CIVMEC
CONSOLIDATED STATEMENT OF
CASH FLOWS
For the year ended 30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
147
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
148
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
•
•
•
•
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
149
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
•
•
•
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
150
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
151
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
152
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
153
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
154
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
•
•
•
•
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
155
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
•
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
156
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
•
•
•
•
•
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
157
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
158
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
159
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
160
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
•
•
•
•
•
•
•
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
161
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
162
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
163
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
164
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
•
•
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
165
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
166
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
167
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
168
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
169
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
170
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
171
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
172
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
173
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
174
174
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
175175
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
176
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
177
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
178
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
179
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
180
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
181
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
182
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
183
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
184
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
185
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
186
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
187
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
188
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
•
•
•
•
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
i
i
l
i
t
y
G
o
v
e
r
n
a
n
c
e
i
F
n
a
n
c
a
i
l
R
e
p
o
r
t
189
Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
T
R
O
P
E
R
L
A
C
N
A
N
F
I
I
190
ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
i
B
u
s
n
e
s
s
O
v
e
r
v
e
w
i
O
p
e
r
a
t
i
o
n
a
l
R
e
v
e
w
i
S
u
s
t
a
n
a
b
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
•
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
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30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
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30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
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30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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ANNUAL REPORT 2023CIVMEC
NOTES TO THE FINANCIAL
STATEMENTS
30 June 2023
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Additional Information ANNUAL REPORT 2023CIVMEC
06
ADDITIONAL
INFORMATION
6.1
6.2
6.3
6.4
6.5
6.6
6.7
STATISTICS OF SHAREHOLDERS
NOTICE OF ANNUAL GENERAL MEETING
DISCLOSURE OF INFORMATION ON DIRECTORS
SEEKING RE-ELECTION
CORPORATE REGISTRY
GRI CONTENT INDEX
TCFD INDEX
PROXY FORM
210
212
226
229
230
237
238
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ANNUAL REPORT 2023CIVMEC208
06
209
ANNUAL REPORT 2023CIVMECSTATISTICS OF SHAREHOLDERS
for the year ended 30 June 2023
Shareholders’ Statistics and Distribution as at
22 September 2023
Class of Shares:
Ordinary Shares
Voting Rights (excluding treasury shares):
One vote per Ordinary Share
No. of issued shares:
507,546,000
No. of issued shares excluding treasury shares:
507,531,000
No. of treasury shares:
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
4
51
448
500
25
%
0.39
4.96
43.58
48.64
2.43
1,028
100.00
NO. OF
SHARES
139
36,719
2,709,967
46,391,969
458,392,206
507,531,000
%
0.00
0.01
0.53
9.14
90.32
100.00
Twenty Largest Shareholders as at 22 September 2023
NAME OF SHAREHOLDER
NO. OF
SHARES
% OF
SHARES
CHESS DEPOSITARY NOMINEES PTY LIMITED
DBS NOMINEES PTE LTD
CITIBANK NOMINEES SINGAPORE PTE LTD
CGS-CIMB SECURITIES (SINGAPORE) PTE LTD
MAYBANK SECURITIES PTE. LTD.
RAFFLES NOMINEES (PTE) LIMITED
LEE TECK LENG
PHILLIP SECURITIES PTE LTD
FOO SIANG GUAN
GOH GEOK LING
UNITED OVERSEAS BANK NOMINEES (PRIVATE) LIMITED
NG KEE CHOE
LAI VOON NEE
HENG KHENG LONG
HO KONG CHEW
PANG CHIN FATT
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17 WONG YEW MENG
18
19
20
DB NOMINEES (SINGAPORE) PTE LTD
DIANA SNG SIEW KHIM
OCBC SECURITIES PRIVATE LTD
TOTAL:
240,696,118
52,318,934
49,335,345
34,572,964
18,812,974
7,672,102
5,700,200
5,496,600
5,015,249
4,994,434
4,240,200
3,330,134
3,300,000
3,130,845
3,030,000
2,273,000
2,069,455
2,000,000
1,964,000
1,862,400
451,814,954
47.42
10.31
9.72
6.81
3.71
1.51
1.12
1.08
0.99
0.98
0.84
0.66
0.65
0.62
0.60
0.45
0.41
0.39
0.39
0.37
89.03
Note: The percentage is based on 507,531,000 shares (excluding shares held as treasury shares) as at 22 September 2023.
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ANNUAL REPORT 2023CIVMEC210
STATISTICS OF SHAREHOLDERS
for the year ended 30 June 2023
Substantial Shareholders
NAME
Direct Interest
%
No. of Shares
Deemed Interest
%
No. of Shares
JF & OT Fitzgerald Family Trust (1)
97,720,806
19.25%
Kariong Investment Trust (2)
97,566,806
19.22%
-
-
Michael Lorrain Vaz (3)
James Finbarr Fitzgerald (and Olive Teresa Fitzgerald) (1)
Goldfirm Pty Ltd (2)
Patrick John Tallon (2)
13,114,000
-
-
2.58%
23,812,000
4.69%
-
-
97,720,806
19.25%
97,566,806
19.22%
54,000
0.01%
97,566,806
19.22%
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 22 September 2023 and to the best knowledge of the
Directors, approximately 52.2% 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.
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ANNUAL REPORT 2023CIVMEC211
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 (‘AGM’) of the Company will be held at Carlton
Hotel Singapore, 76 Bras Basah Road, Singapore on Tuesday, 31 October 2023 at 10:30 a.m. to transact the
following businesses:
As Ordinary Business:
1
2
3
4
To receive and adopt the Audited Financial Statements of the Company for the financial
year ended 30 June 2023 together with the Directors’ Statement and Independent
Auditors’ Report thereon.
Ordinary
Resolution 1
To approve the payment of a tax exempt (foreign sourced) Final Dividend of 3.0
Australian cents per ordinary share for the financial year ended 30 June 2023.
To approve the payment of Directors’ fees of S$265,000 for the financial year ending
30 June 2024, to be paid quarterly in arrears. (FY2023: S$265,000)
[See Explanatory Note (i)]
For the purposes of ASX Listing Rule 10.17, to approve the increase in payment of non-
executive Directors’ fees of S$103,000 (i.e. aggregate of S$368,000) for the financial
year ending 30 June 2024, to be paid quarterly in arrears. (FY2023: S$265,000). This
increase will allow appointment of an additional Independent Director to aid Board
renewal (S$89,000) and increase fees of existing Independent Directors (S$14,000).
Ordinary
Resolution 2
Ordinary
Resolution 3
Ordinary
Resolution 4
[See Explanatory Note (ii)]
Voting Exclusion: In accordance with ASX 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
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
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
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
(b)
(c)
(ii)
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:
(a)
Mr James Finbarr Fitzgerald
[See Explanatory Note (iii)]
(b)
Mr Patrick John Tallon
[See Explanatory Note (iii)]
(c)
Mr Kevin James Deery
[See Explanatory Note (iii)]
(d)
Mr Chong Teck Sin
[See Explanatory Notes (iii)]
(e)
Mr Wong Fook Choy Sunny
[See Explanatory Notes (iii)]
(f)
Mr Douglas Owen Chester
[See Explanatory Notes (iii)]
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 5
Ordinary
Resolution 6
Ordinary
Resolution 7
Ordinary
Resolution 8
Ordinary
Resolution 9
Ordinary
Resolution 10
Ordinary
Resolution 11
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ANNUAL REPORT 2023CIVMEC212
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:
Ordinary
Resolution 12
7
Authority to allot and issue shares
THAT pursuant to Section 161 of the Companies Act 1967 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:
(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 (iv)]
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ANNUAL REPORT 2023CIVMEC213
NOTICE OF ANNUAL GENERAL
MEETING
As Special Business (continued)
8
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, 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 306,000 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 (v)]
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.
9
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
9 October 2023
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ANNUAL REPORT 2023CIVMEC214
NOTICE OF ANNUAL GENERAL
MEETING
Explanatory Notes:
(i)
(ii)
Ordinary Resolution 3 seeks Shareholder approval for the payment of fees to directors. The Singapore
Companies Act 1967 requires shareholders’ approval to approve the payment of fees to directors
each year.
Ordinary Resolution 4 seeks Shareholder approval for the purposes of ASX Listing Rule 10.17 to
increase the total aggregate amount of fees payable to non-executive Directors to S$368,000. This
increase will allow appointment of an additional Independent Director to aid Board renewal (S$89,000)
and increase fees of existing Independent Directors (S$14,000).
ASX 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
the ASX Listing Rules 10.11 or 10.14 with the approval of the holders of its ordinary securities.
If Ordinary Resolution 4 is passed, the maximum aggregate amount of fees payable to the non-
executive Directors will increase by S$103,000 to S$368,000. The increase to maximum aggregate
amount of fees payable may enable the Company to:
(a) Increase the number of Independent directors on the Board to allow for Board renewal;
(b) fairly remunerate both existing and any new non-executive directors joining the Board;
(c) 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
(d) 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 4 is not passed, the maximum aggregate amount of fees payable to non-executive
directors will remain at S$265,000. 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.
(iii) Each of Resolutions No. 5 to 10 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.
(iv) Resolution No. 12, if passed, will empower the Directors of the Company from the date of the passing
of Resolution No. 12 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.
Upon the passing of Resolution No. 12, pursuant to SGX Listing Rule 806, approval by an issuer’s
shareholders under SGX Listing Rule 805(1) is not required as the shareholders had, by ordinary
resolution in a general meeting, given a general mandate to the directors of the issuer to issue shares
or convertible securities.
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However, any issue of securities pursuant to Resolution No. 12 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. 12 is not a prior approval
for the issue of securities pursuant to ASX Listing Rule 7.1.
(v)
Resolution No. 13 seeks shareholders’ approval for the grant of Performance Rights covering 306,000
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 10.14.2 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.
(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 306,000.
(c) The current total fixed annual remuneration package for Mr Kevin James Deery is A$727,398.80,
comprising of salary and allowances of A$700,000 and a superannuation payment of
A$27,398.80. Mr Deery is also eligible to up to A$400,000 in short term and long term
incentives if certain performance measures are met. If the Performance Rights are issued, the
total remuneration package of Mr Kevin James Deery will increase by A$192,382.20, being the
value of the Performance Rights (based on the Black-Scholes methodology), to a maximum of
A$1,319,781.00.
(d) The Civmec PRP was last adopted by shareholders on 29 October 2021. 2,691,000 Performance
Rights have previously been issued to Mr Kevin James Deery for nil cash consideration under
the Civmec PRP. Of those Performance Rights previously issued, 522,000 have been cancelled,
1,418,000 have vested and been converted to shares and 751,000 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.
b.
the Performance Rights are unlisted, therefore the grant of the Performance Rights has
no immediate dilutionary impact on shareholders;
the issue of Performance Rights to Mr Kevin James Deery will align the interests of Mr
Kevin James Deery with those of shareholders;
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c.
d.
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
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$192,382.20 (being A$0.6287 per Performance
Right) based on the Black-Scholes methodology using the following assumptions:
Valuation of the underlying Shares
Valuation date
Commencement of performance/vesting period
Performance measurement/vesting date
Expiry date
Term of the Performance Right
Volatility (discount)
Risk free interest rate
Gross Dividend Yield
S$0.735
03 July 2023
03 July 2023
30 June 2026
30 June 2033
3 Years
25%
3.381%
8.75%
(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)
(j)
(k)
(l)
No loan is being made to Mr Kevin James Deery in connection with the acquisition of the
Performance Rights.
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.
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. 13 is approved and who were
not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14.
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, are 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 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 2023
to 30 June 2026.
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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
50%
On a pro rata basis between 50% and 100%
100%
In addition:
Absolute Earnings per Share
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.
ii.
The AGM will be held in a wholly physical format, at Carlton Hotel Singapore, 76 Bras Basah Road,
Singapore on Tuesday, 31 October 2023 at 10:30 a.m. There will be no option for shareholders to
participate virtually.
Members may also submit questions related to the resolutions to be tabled for approval at the AGM.
To do so, all questions must be submitted by 10:30 a.m. on 24 October 2023:
(a) in hard copy by sending by post and lodging the same at the registered office of the Company at
80 Robinson Road #02-00, Singapore 068898; or
(b) by email to agm@civmec.com.au.
Members will need to identify themselves when posing questions by email or by mail by providing the
following details:
(a) the member’s full name as it appears on his/her/its CDP/CPF/SRS/Scrip-based share records;
(b) the member’s NRIC/Passport/UEN number;
(c) the member’s contact number and email address; and
(d) the manner in which the member holds his/her/its Shares in the Company (e.g. via CDP, CPF,
SRS or Scrip-based).
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The Company will not be able to answer questions from persons who provide insufficient details to
enable the Company to verify his/her/its shareholder status.
The Company will address all substantial and relevant questions received from Shareholders before
10.30 a.m. on 24 October 2023 relating to the resolutions tabled for approval at the AGM by 25
October 2023 via an announcement to be published on the Company’s website at the URL civmec.
com.au and SGXNet. Questions submitted after 10:30.a.m on 24 October 2023 will be answered at
the AGM.
iii. Save for members which are nominee companies, a member of the Company shall not be entitled to
appoint more than two proxies to attend and vote at the general meeting of the Company. A proxy
need not be a member of the Company. The Chairman of the meeting, as proxy, need not be a
member of the Company. A member may appoint the Chairman as his/her/its proxy.
iv. Where a member appoints two proxies, they shall specify the proportion of their shares (expressed as
a percentage of the whole) to be represented by each proxy.
v. Pursuant to Section 181 of the Companies Act 1967, any member (who is a Relevant Intermediary*)
may appoint more than two proxies, but each proxy must be appointed to exercise the rights attached
to a different share or shares held by him (which number and class of shares shall be specified).
vi. A corporation which is a member may appoint an authorised representative or representatives in
accordance with Section 179 of the Companies Act 1967, to attend and vote for and on behalf of
such corporation.
vii. The instrument appointing a proxy(ies) must be signed by the appointor or his attorney duly authorised
in writing. Where the instrument appointing a proxy(ies) is executed by a company, it must be either
under its common seal or signed on its behalf by a duly authorised officer or attorney.
viii. In the case of Shares entered in the Depository Register, the Company may reject any instrument
appointing a 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 10:30 a.m. on 28 October 2023), as certified by The Central Depository
(Pte) Limited to the Company.
ix. An investor who holds shares under the Supplementary Retirement Scheme (“SRS Investor”) who
wishes 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 a.m. on 20 October 2023).
SRS Investors are requested to contact their respective agent banks for any queries they may have
with regard to the appointment of a proxy for the AGM.
x.
In the case of joint shareholders, all shareholders must sign the instrument appointment a proxy or
proxies.
xi. 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.
xii. The instrument appointing 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 registered office of the Company at 80 Robinson Road #02-00,
Singapore 068898; or
(b) be sent via electronic mail to agm@civmec.com.au enclosing signed a PDF copy of
the Proxy Form;
not less than seventy-two (72) hours before the time appointed for the AGM.
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*A Relevant Intermediary is:
(a) a banking corporation licensed under the Banking Act 1970 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 2001 and who holds shares in that capacity; or
(c) the Central Provident Fund Board established by the Central Provident Fund Act 1953, 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
1 December 2023, for the preparation of dividend warrants to the proposed tax exempt (Foreign Sourced)
Final dividend of A$0.03 for the financial year ended 30 June 2023 (“Final Dividend”).
Duly completed registrable transfers in respect of the shares in the Company received up to 5:00 p.m. on
30 November 2023 (“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.
The Proposed Final Dividend, if approved at the forthcoming Annual General Meeting, will be paid on 14
December 2023.
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote
at the Annual General Meeting and/or adjournment thereof, a member of the Company (i) consents to
the collection, use and disclosure of the member’s personal data by the Company (or its agent or service
providers) for the purpose of the processing, administration and analysis of the Company (or its agents
or service providers) of proxies and representatives appointed for the Annual General Meeting (including
any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other
documents relating to the Annual General meeting (including any adjournment thereof), and in order for the
Company (or its agents or service providers) to comply with any applicable laws, listing rules, regulations
and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the member discloses the personal
data of the member’s proxy(ies) and/or representative(s) to the Company (or its agents or service
providers), the member has obtained the prior consent of such proxy(ies) and/or representative(s) for the
collection, use and disclosure by the Company (or its agents or service providers) of the personal data of
such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the member will indemnify the
Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the
member’s breach of warranty.
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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.
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(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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(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
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(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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ANNUAL REPORT 2023CIVMEC222
NOTICE OF ANNUAL GENERAL
MEETING
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.
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NOTICE OF ANNUAL GENERAL
MEETING
(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.
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.
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ANNUAL REPORT 2023CIVMEC224
NOTICE OF ANNUAL GENERAL
MEETING
In this Schedule, the following definitions apply unless otherwise stated:
“Associate”
“Award Date”
“Award Letter”
“Award Shares”
“Board”
“CDP”
“Companies Act”
“Controlling Shareholder”
“Civmec PRP”
“Committee”
“Directors”
“Executive Director”
“Group”
“Key Senior Executive”
“Listing Manual”
“Non-Executive Director”
“Participant”
“Performance Right”
“Relevant Period”
“Shareholders”
“Shares”
“Subsidiary holdings”
“%” or “per cent”
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 1967.
A person who:
(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
in fact exercises control over the Company.
(b)
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.
A Director, other than an Executive Director, and
“Non-Executive Directors” shall be 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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ANNUAL REPORT 2023CIVMEC225
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 31 October 2023 (‘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
28 October
2022
28 October
2022
28 October
2022
28 October
2022
28 October
2022
28 October
2022
Age
60
53
52
68
67
70
Country of principal
residence
The Board’s comments on
this appointment (including
rationale, selection criteria,
and the search and
nomination process)
Whether appointment is
executive, and if so, the area
of responsibility
Australia
Australia
Australia
Singapore
Singapore
Australia
Refer to Report on Corporate Governance (Board Membership) included in this Annual
Report (pages 103 to 106).
Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19).
Job Title (e.g. Lead ID, AC
Chairman, AC Member etc.)
Executive
Chairman
Chief
Executive
Officer
Chief
Operating
Officer /
acting Chief
Financial
Officer
Lead
Independent
Director
• Audit
Committee
Chairman
• Nominating
Committee
Member
• Remuneration
Committee
Member
• Risks and
Conflicts
Committee
Chairman
Independent
Director
Independent
Director
• Audit
Committee
Member
• Nominating
Committee
Member
• Remuneration
Committee
Chairman
• Risks and
Conflicts
Committee
Member
• Audit
Committee
Member
• Nominating
Committee
Chairman
• Remuneration
Committee
Member
• Risks and
Conflicts
Committee
Member
Professional qualifications
Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19).
Refer to overview of Board of Directors included in this Annual Report (pages 18 to 19).
97,720,806 97,620,806 10,193,250 Nil
Nil
70,000
None
None
None
None
None
None
Working experience and
occupation(s) during the
past 10 years
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
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ANNUAL REPORT 2023CIVMEC226
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
Conflict of Interest (including any competing business) None
None
None
None
None
None
Undertaking (in the format set out in Appendix 7.7) under
Rule 720(1) has been submitted to the listed issuer
Yes
Yes
Yes
Yes
Yes
Yes
Other Principal Commitments* Including
Directorships#
Past (for the last 5 years)
Present
Refer to Report on Corporate Governance (Board
Membership) included in this Annual Report (pages 103
to 106).
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.
(a) Whether at any time during the last 10 years, an
No
No
No
No
No
No
No
No
No
No
No
No
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?
(b) 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?
(c) Whether there is any unsatisfied judgment
against him?
(d) 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
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(e) Whether he has ever been convicted of any
No
No
No
No
No
No
(f)
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?
No
No
No
No
No
No
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ANNUAL REPORT 2023CIVMEC227
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
(g) Whether he has ever been convicted in
No
No
No
No
No
No
Singapore or elsewhere of any offence in
connection with the formation or management of
any entity or business trust?
(h) Whether he has ever been disqualified from
No
No
No
No
No
No
(i)
(j)
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?
) 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?
(k) 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?
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
No
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).
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ANNUAL REPORT 2023CIVMEC228
CORPORATE REGISTRY
30 June 2023
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 7
221 St Georges Terrace
Perth WA 6000
Australia
Auditor
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
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
Registered Office
80 Robinson Road, #02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 4399
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ANNUAL REPORT 2023CIVMEC229
GRI CONTENT INDEX
Civmec Limited has reported in accordance with the GRI Standards for the period 1 July 2022 to
30 June 2023 (FY23).
Indicator
Description
Location of Information
GRI 2: General Disclosures
The organisation and its reporting practices
2-1
Organisational details
2-2
2-3
2-4
2-5
Entities included in the organisation’s
sustainability reporting
Reporting period, frequency and
contact point
Restatements of information
External assurance
Activities and workers
2-6
Activities, value chain and other
business relationships
2-7
Employees
2-8
Workers who are not employees
About This Report | Page 1
About Civmec | Pages 4–5
Key Projects | Pages 24–25
Notes to the Financial Statements/1 | Page 148
Notes to the Financial Statements/2 | Pages 149 – 163
Notes to the Financial Statements/17 | Pages 184 – 185
About This Report | Page 1
Sustainability Reporting | Page 44
Corporate Registry | Page 229
No restatements of information to report.
Civmec did not seek external assurance on sustainability
reporting in FY23.
About Civmec | Pages 4–5
Operational Review | Pages 22–41
Contributing to Local Industry, Australian Industry
Participation | Pages 80–81
Procurement Breakdown, Socioeconomic Compliance |
Pages 82–83
Employment | Page 67
Information unavailable
Given that our current reporting system does not
differentiate between employees hired for short-term
shutdown and/or maintenance contracts, and other
casual employees, new employee hires and turnover rates
have been excluded so as not to provide an inaccurate
representation of employee satisfaction levels. We are
currently investigating ways to expand our resources
reporting in order to provide an accurate representation of
turnover and retention.
Information unavailable
This information is unavailable in our current reporting
system. We are currently investigating ways to expand our
resources reporting.
Governance
2-9
2-10
2-11
Governance structure and
composition
Report on Corporate Governance/Board Matters/Board
Composition and Guidance | Pages 99–100
Nomination and selection of the
highest governance body
Chair of the highest governance
body
TCFD/Governance | Pages 122–123
Report on Corporate Governance/Board Matters/Board
Membership | Pages 103–106
Report on Corporate Governance/Board Matters/Board
Composition and Guidance | Pages 99–100
Report on Corporate Governance/Board Matters/The
Board’s Conduct of Affairs | Pages 95–98
Report on Corporate Governance/Board Matters/Board
Composition and Guidance | Pages 99–100
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ANNUAL REPORT 2023CIVMEC230
GRI CONTENT INDEX
Indicator
Description
Location of Information
Governance (continued)
2-12
Role of the highest governance body
in overseeing the management of
impacts
2-13
2-14
Delegation of responsibility for
managing impacts
Role of the highest governance body
in sustainability reporting
2-15
Conflicts of interest
2-16
Communication of critical concerns
2-17
2-18
2-19
2-20
2-21
Collective knowledge of highest
governance body
Evaluation of the performance of the
highest governance body
Remuneration policies
Process to determine remuneration
Annual total compensation ratio
Strategy, policies and practices
2-22
Statement on sustainable
development strategy
Policy commitments
2-23
2-24
Embedding policy commitments
Sustainability Reporting | Pages 44–45
Report on Corporate Governance/Board Matters/The
Board’s Conduct of Affairs | Pages 95–98
Report on Corporate Governance/Managing Stakeholders’
Relationships | Page 121
TCFD/Governance | Pages 122–123
Executive Chairman’s Report | Page 8
Sustainability Reporting/Board Statement | Page 45
TCFD/Governance | Pages 122–123
Sustainability Reporting/Board Statement | Page 45
Stakeholder Information and Materiality | Pages 46–47
TCFD/Governance | Pages 122–123
Report on Corporate Governance/Board Matters/The
Board’s Conduct of Affairs | Pages 95–98
Report on Corporate Governance/Accountability and Audit/
Audit Committee | Pages 114–117
Non-discrimination | Page 75
Report on Corporate Governance/Accountability and Audit/
Audit Committee | Pages 114–117
Sustainability Reporting/Board Statement | Page 45
Report on Corporate Governance/Board Matters/The
Board’s Conduct of Affairs | Pages 95–98
Report on Corporate Governance/Board Matters/Board
Membership | Pages 103–106
Report on Corporate Governance/Board Matters/Board
Performance | Page 106
TCFD/Governance | Pages 122–123
Report on Corporate Governance/Remuneration Matters |
Pages 107–111
Report on Corporate Governance/Remuneration Matters |
Pages 107–111
Confidentiality constraints
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 2023.
Instead, the Company discloses the bands of remuneration
to avoid such information being exploited by competitors
and to maintain personal confidentiality on remuneration
matters. Refer: Remuneration Matters/Disclosure on
Remuneration | Page 110
Sustainability Reporting, Board Statement | Pages 44–45
Sustainability | Pages 42–87
Governance | Pages 88–125
Corporate Website/Policies | https://www.civmec.com.au/
approach/policies/
Sustainability Reporting/Board Statement | Page 45
Modern Slavery | Page 81
Anti-corruption | Page 91
Report on Corporate Governance/Accountability and Audit/
Risk Management and Internal Controls | Pages 112–113
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ANNUAL REPORT 2023CIVMEC231
GRI CONTENT INDEX
Indicator
Description
Location of Information
Strategy, policies and practices (continued)
2-25
Processes to remediate negative
impacts
2-26
2-27
Mechanisms for seeking advice and
raising concerns
Compliance with laws and
regulations
2-28
Membership associations
Stakeholder engagement
2-29
Approach to stakeholder
engagement
2-30
Collective bargaining agreements
GRI 3: Material Topics
3-1
3-2
3-3
Process to determine material topics
List of material topics
Management of material topics
Sustainability | Pages 42–87
Socioeconomic Compliance | Page 83
Anti-corruption | Page 91
Anti-competitive Behaviour | Pages 92–93
Report on Corporate Governance/Accountability and Audit/
Audit Committee | Pages 114–118
Report on Corporate Governance/Accountability and Audit/
Audit Committee | Pages 114–118
Health and Safety Performance | Pages 51–52
Environment | Page 57
Socioeconomic Compliance | Page 83
Anti-competitive Behaviour/Policy Compliance | Page 93
Contributing to Local Industry | Page 80
Stakeholder Engagement | Pages 84-85
Investor Engagement | Pages 86–87
Report on Corporate Governance/Shareholder Rights and
Engagement | Pages 118–120
We have a wide variety of employment arrangements
across the Company, including individual contracts of
employment and collective agreements. More than 75%
of our workforce is covered by collective agreements.
Stakeholder Information and Materiality | Pages 46–47
Sustainability | Pages 42–87
Governance | Pages 88–125
Economic Topics
GRI 201: Economic Performance
103-1
103-2
103-3
201-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Direct economic value generated and
distributed
GRI 204: Procurement Practices
103-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Proportion of spending on local
suppliers
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103-2
103-3
204-1
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Executive Chairman’s Statement | Pages 6–8
Financial Summary FY23 | Pages 16–77
Independent Auditor’s Report | Pages 134–141
Executive Chairman’s Statement | Pages 6–8
Financial Summary FY23 | Pages 16–77
Directors’ Statement | Pages 128–133
Financial Statements | Pages 142–207
Contributing to Local Industry, Australian Industry
Participation | Pages 80–81
Procurement Breakdown | Page 82
ANNUAL REPORT 2023CIVMEC232
GRI CONTENT INDEX
Indicator
Description
Location of Information
Economic Topics (continued)
GRI 205: Anti-corruption
103-1
103-3
103-2
205-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Operations assessed for risks related
to corruption
Communication and training
about anti-corruption policies and
procedures
Confirmed incidents of corruption
and actions taken
GRI 206: Anti-competitive Behaviour
103-1
205-2
205-3
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Legal actions for anti-competitive
behaviour, anti-trust and monopoly
practices
Anti-corruption | Page 91
Report on Corporate Governance/Accountability and Audit/
Audit Committee | Pages 114–118
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Anti-competitive Behaviour | Pages 92–93
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Taxation | Page 94
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Approach to tax
Tax governance, control and risk
management
Stakeholder engagement and
management of concerns related to
tax
Country-by-country reporting
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Environmental Issues
GRI 302: Energy
103-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Energy consumption within the
organisation
Energy intensity
Reduction of energy consumption
103-2
103-3
302-1
302-3
302-4
Environment | Pages 57–64
TCFD/Strategy, Metrics and Targets | Pages 123–125
Environment/Environmental Performance | Page 58
Environment/Energy and Emissions | Pages 61–63
TCFD/Strategy, Metrics and Targets | Pages 123–125
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103-2
103-3
206-1
GRI 207: Tax
103-1
103-2
103-3
207-1
207-2
207-3
207-4
ANNUAL REPORT 2023CIVMEC233
GRI CONTENT INDEX
Indicator
Description
Location of Information
Environmental Issues (continued)
GRI 303: Water and Effluents
103-1
303-3
303-4
303-5
GRI 305: Emissions
103-1
103-2
103-3
303-1
303-2
103-2
103-3
305-1
305-2
305-3
103-2
103-3
307-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Interactions with water as a shared
resource
Management of water discharge-
related impacts
Water withdrawal
Water discharge
Water consumption
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Direct (Scope 1) GHG emissions
Energy indirect (Scope 2) GHG
emissions
Other indirect (Scope 3) GHG
emissions
GHG emissions intensity
Reduction of GHG emissions
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Non-compliance with environmental
laws and regulations
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
New employee hires and turnover
305-4
305-5
GRI 307: Environmental Compliance
103-1
Social Topics
GRI 401: Employment
103-1
Environment | Pages 57–64
TCFD/Strategy, Metrics and Targets | Pages 123–125
Environment/Water Consumption | Page 64
Environment | Pages 57–64
TCFD/Strategy, Metrics and Targets | Pages 123–125
Environment/Environmental Performance | Page 58
Environment/Energy and Emissions | Page 61–63
Environment | Pages 57–64
Environment | Page 57
People | Pages 65–77
Information unavailable
Given that our current reporting system does not
differentiate between employees hired for short-term
shutdown and/or maintenance contracts, and other
casual employees, new employee hires and turnover rates
have been excluded so as not to provide an inaccurate
representation of employee satisfaction levels. We are
currently investigating ways to expand our resources
reporting in order to provide an accurate representation of
turnover and retention.
103-2
103-3
401-1
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ANNUAL REPORT 2023CIVMEC234
GRI CONTENT INDEX
Indicator
Description
Location of Information
Social Topics (continued)
GRI 403: Occupational Health and Safety
103-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Occupational health and safety
management system
Hazard identification, risk
assessment, and incident
investigation
Occupational health services
Worker participation, consultation
and communication on occupational
health and safety
Worker training on occupational
health and safety
Promotion of worker health
Prevention and mitigation of
occupational health and safety
impacts directly linked by business
relationships
Workers covered by an occupational
health and safety management system
Work-related injuries
Work-related ill health
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Average hours of training per year
per employee
403-9
403-10
GRI 404: Training and Education
103-1
Programs for upgrading employee
skills and transition assistance
programs
404-3
Percentage of employees
receiving regular performance and
development reviews
GRI 405: Diversity and Equal Opportunity
103-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Diversity of governance bodies and
employees
Ratio of basic salary and
remuneration of women to men
103-2
103-3
403-1
403-2
403-3
403-4
403-5
403-6
403-7
403-8
103-2
103-3
404-1
404-2
103-2
103-3
405-1
405-2
Health and Safety | Pages 49–54
HSEQ Integration | Pages 48–49
Health and Safety | Pages 49–54
People/Employee Benefits | Page 68
People/Training and Education | Pages 69–73
People | Pages 65–77
Information unavailable
Although we have access to training data, our current system
does not fully encompass the extensive range of training
programs offered throughout our entire organisation. We are
presently in the process of evaluating improved methods for
accurately measuring and reporting training data.
Chief Executive Officer’s Report | Page 11
People/Employee Benefits | Page 68
People/Training and Education | Pages 69–73
People/Career Development | Page 73
People | Pages 65–77
People/Diversity and Equal Opportunity | Pages 74–75
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ANNUAL REPORT 2023CIVMEC235
GRI CONTENT INDEX
Indicator
Description
Location of Information
Social Topics (continued)
GRI 406: Non-Discrimination
103-1
People | Pages 65–77
People/Non-discrimination | Page 75
Community/Modern Slavery | Page 81
Community | Pages 78–83
Community/Contributing to Local Communities |
Pages 78–79
Community/Socioeconomic Compliance | Page 83
GRI 409: Forced or Compulsory Labour
103-1
103-2
103-3
406-1
103-2
103-3
409-1
103-2
103-3
413-1
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Incidents of discrimination and
corrective actions taken
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Operations and suppliers at
significant risk for incidents of forced
or compulsory labour
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Operations with local community
engagement, impact assessments,
and development programs
Explanation of the material topic and
its boundary
The management approach and its
components
Evaluation of the management
approach
Non-compliance with laws and
regulations in the social and
economic area
GRI 413: Local Communities
103-1
GRI 419: Socioeconomic Compliance
103-1
103-2
103-3
419-1
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ANNUAL REPORT 2023CIVMEC236
TCFD INDEX
Disclosure
Location of Information
Governance
The Board’s oversight of climate-related risks and opportunities
Management’s role in assessing and managing climate-related
risks and opportunities
Strategy
Climate-related risks and opportunities the organisation has
identified over the short, medium, and long term
Impact of climate-related risks and opportunities on the
organisation’s business strategy and financial planning
Resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower
scenario
Risk Management
Processes for identifying and assessing climate-related risks
Processes for managing climate-related risks
Processes for identifying, assessing and managing climate-
related risks are integrated into the organisation’s overall risk
management
Metrics and Targets
Metrics used to assess climate-related risks and opportunities in
line with strategy and risk management process
Scope 1, Scope 2, and Scope 3 greenhouse gas (GHG)
emissions, and related risks
Targets to manage climate-related risks and opportunities and
performance against targets scenarios, including a 2°C or lower
scenario
TCFD/Governance | Pages 122–123
Sustainability Reporting/Board Statement |
Page 45
TCFD/Governance | Pages 122–123
TCFD/Strategy | Pages 123–124
Sustainability/Climate Change | Page 59
TCFD/Strategy | Pages 123–124
TCFD/Metrics and Targets | Page 125
TCFD/Metrics and Targets | Page 125
Environment/Energy and Emissions |
Page 61–63
TCFD/Metrics and Targets | Page 125
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ANNUAL REPORT 2023CIVMEC237
Proxy Form
2023 Annual General Meeting
Company Registration No. 201011837H
(Incorporated in the Republic of Singapore)
CIVMEC LIMITED
Company Registration No. 201011837H
(Incorporated in the Republic of Singapore)
Proxy Form
2023 Annual General Meeting
IMPORTANT:
1.
2.
Relevant intermediaries (as defined in Section 181 of the Companies Act 1967) may appoint more than two proxies to attend, speak and
vote at the Annual General Meeting.
For CPF/SRS investors who have used their CPF/SRS monies to buy the Company’s shares, this form of proxy is not valid for use and
shall be ineffective for all intents and purposes if used or purported to be used by them. CPF/SRS investors should contact their respective
Agent Banks/SRS Operators if they have any queries regarding their appointment as proxies.
3.
By submitting an instrument appointing a proxy(ies) and/or representative(s), the member accepts and agrees to the personal data privacy
terms set out in the Notice of Annual General Meeting dated 9 October 2023.
*I/We (name):
NRIC/Passport No./Co. Registration No.:
of (Address):
being *a member/members of Civmec Limited (the “Company”), hereby appoint
Name
Address:
and/or:
Name
Address:
NRIC/Passport No.
Proportion of Shareholdings to be
represented by proxy
No. of Shares
%
NRIC/Passport No.
Proportion of Shareholdings to be
represented by proxy
No. of Shares
%
or failing him/her, the Chairman (the “Chair”) of the Annual General Meeting of the Company (the “Annual General
Meeting”) as *my/our *proxy/proxies to vote for *me/us on *my/our behalf at the Annual General Meeting of the
Company to be held at Carlton Hotel Singapore, 76 Bras Basah Road, Singapore on Tuesday, 31 October 2023
at 10:30 a.m. and at any adjournment thereof.
Proxy Form
Annual General Meeting
CHAIR’S VOTING INTENTION IN RELATION TO UNDIRECTED PROXIES WHERE THE CHAIR IS
APPOINTED AS THE PROXY
The Chair intends to vote undirected proxies where the Chair has been appointed as the proxy 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 SGXNET announcement will be made immediately
disclosing the reasons for the change.
*I/We direct *my/our *proxy/proxies to vote for or against the Resolutions to be proposed at the Annual General
Meeting as indicated hereunder. If no specific directions as to voting are given, the proxy/proxies will vote or abstain from
voting at *his/her/their discretion, as *he/she/they will on any other matter arising at the Annual General Meeting and at
any adjournment thereof.
For#
Against#
Abstain#
Voting will be conducted by poll.
*Please delete accordingly
No. Ordinary Resolutions
1.
2.
3.
4.
5.
6.
7.
8.
9.
Adoption of the Audited Financial Statements of the Company for the financial year ended 30
June 2023 together with the Directors’ Statement and Independent Auditors’ Report thereon.
Approval of payment of a tax exempt (foreign sourced) Final Dividend of 3.0 Australian cents per
ordinary share for the financial year ended 30 June 2023.
Approval of the payment of Directors’ fees of S$265,000 for the financial year ending 30 June
2024 to be paid quarterly in arrears.
For the purposes of ASX Listing Rule 10.17, to approve the increase in payment of
non-executive Directors’ fees of S$103,000 (i.e. aggregate of S$368,000) for the financial year
ending 30 June 2024, to be paid quarterly in arrears. This increase will allow appointment of an
additional Independent Director to aid Board renewal (S$89,000) and increase fees of existing
Independent Directors (S$14,000)
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.
10. Re-election of Mr Douglas Owen Chester as a Director of the Company
11. Re-appointment of Messrs Moore Stephens LLP as the Auditors.
12.
Authority to allot and issue shares.
13. Grant of Performance Rights to Mr Kevin James Deery, a Director of the Company, under the
Civmec Key Senior Executives Performance Rights Plan.
Dated this
day of October 2023
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.
Proxy Form
Annual General Meeting
IMPORTANT. PLEASE READ NOTES BELOW.
Notes:
a.
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.
b.
A member who is not a Relevant Intermediary* is entitled to appoint not more than two proxies to attend and vote at the
general meeting of the Company. A proxy need not be a member of the Company.
c.
d.
e.
f.
g.
h.
i.
j.
*A Relevant Intermediary has the meaning ascribed to it in Section 181(6) of the Companies Act 1967.
Where a member appoints two proxies, they shall specify the proportion of their shares (expressed as a percentage of the
whole) to be represented by each proxy.
Pursuant to Section 181 of the Companies Act 1967, any member (who is a Relevant Intermediary) may appoint more
than two proxies, but each proxy must be appointed to exercise the rights attached to a different share or shares held by
him (which number and class of shares shall be specified).
A corporation which is a member may appoint an authorised representative or representatives in accordance with Section
179 of the Companies Act 1967, to attend and vote for and on behalf of such corporation.
The instrument appointing a proxy(ies) must be signed by the appointor or his attorney duly authorised in writing. Where
the instrument appointing a proxy(ies) is executed by a company, it must be either under its common seal or signed on its
behalf by a duly authorised officer or attorney.
In the case of Shares entered in the Depository Register, the Company may reject any instrument appointing a 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 10:30 a.m. on 28 October
2023), as certified by The Central Depository (Pte) Limited to the Company.
An investor who holds shares under the Supplementary Retirement Scheme (“SRS Investor”) who wishes 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 a.m. on 20 October 2023). SRS Investors are requested to contact their respective agent banks
for any queries they may have with regard to the appointment of a proxy for the AGM.
In the case of joint shareholders, all shareholders must sign the instrument appointment a proxy or proxies.
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.
k.
The instrument appointing 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 registered office of the Company at 80 Robinson Road #02-00, Singapore 068898; or
(b) be sent via electronic mail to agm@civmec.com.au enclosing a signed PDF copy of the Proxy Form;
not less than seventy-two (72) hours before the time appointed for the AGM.
l.
By submitting an instrument appointing a proxy or proxies and/or representative(s) to attend, speak and vote at the
Annual General Meeting and/or any adjournment thereof, the member accepts and agrees to the personal data privacy
terms set out in the Notice of Annual General Meeting dated 9 October 2023.
civmec.com.au