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Cubic Corp.2022 | ANNUAL REPORT
This financial report covers the
consolidated entity consisting of
Computershare Limited and its
controlled entities.
The financial report is presented in
United States dollars (USD), unless
otherwise stated.
Computershare Limited is a
company limited by shares,
incorporated and domiciled in
Australia. Its registered office and
principal place of business is:
The financial report was authorised
for issue by the directors on
19 September 2022. The company
has the power to amend and reissue
the financial report.
Computershare Limited
Yarra Falls
452 Johnston Street, Abbotsford
Victoria 3067 Australia
CONTENTS
OVERVIEW
FINANCIALS
Financial Highlights ................................................................ 3
Consolidated Statement of Comprehensive Income ....69
Financial Calendar .................................................................. 3
Consolidated Statement of Financial Position ...............70
Chairman’s Report .................................................................. 4
Consolidated Statement of Changes in Equity...............71
CEO’s Report ............................................................................ 6
Consolidated Cash Flow Statement ..................................72
Issuer Services ......................................................................... 8
Notes to the Consolidated Financial Statements .........73
Employee Share Plans ........................................................... 9
Mortgage Services ................................................................10
Business Services ..................................................................11
Computershare Corporate Trust ........................................12
Computershare at a glance ................................................13
Key Financial Metrics ...........................................................15
Environment, Social and Governance ...............................17
People ......................................................................................21
Group operating overview ...................................................23
Business strategies and prospects ....................................25
GOVERNANCE
Corporate Governance Statement ....................................28
Directors’ Report ....................................................................42
Auditor’s Independence Declaration ................................68
REPORTS
Directors’ Declaration ....................................................... 131
Declaration to the Board of Directors .......................... 132
Independent Auditor’s Report ........................................ 133
FURTHER INFORMATION
Shareholder information .................................................. 140
Corporate directory ........................................................... 141
The Chairman’s Report, CEO’s Report, Group Operating Overview and Business Strategies and Prospects comprise our Operating and
Financial Review (OFR) and form part of the Directors’ Report. The information included in the Overview section of the report contains
various measures which are non-IFRS in nature and not aligned to the Financial section of the Annual Report (Page 69 to 130).
Overview
FINANCIAL HIGHLIGHTS
June 2022
June 2021
% Change
Statutory results
Total revenue
2,565.1 million
2,283.2 million
Net profit after non-controlling interests (NCI)
227.7 million
189.0 million
Statutory earnings per share#
Management adjusted results
Management EBITDA
Management EBIT
Management net profit after NCI
Management earnings per share#
37.71 cents
33.77 cents
720.2 million
628.2 million
531.1 million
446.1 million
349.9 million
283.7 million
57.95 cents
50.71 cents
Management earnings per share (in constant currency)
58.03 cents
52.46 cents
Balance sheet
Total assets
Total shareholders’ equity
Performance indicators
6,093.4 million
5,251.9 million
2,194.5 million 2,279.6 million
12.3%
20.5%
11.7%
14.6%
19.1%
23.3%
14.3%
10.6%
16.0%
-3.7%
Free cash flow (excluding SLS advances)
322.6 million
260.1 million
24.0%
Net debt to management EBITDA (excluding non-recourse debt)*
1.64 times
1.07 times
Up 0.57 times
Return on equity*
Staff numbers
15.6%
14,120
14.7%
12,009
Up 90bps
The sum of totals and percentages may not add up to 100% because of rounding.
For a reconciliation between statutory and management adjusted results, refer to note 4 in the notes to the financial statements.
* These financial indicators are based on management adjusted results. Management adjusted results are used, along with other
measures, to assess operating business performance. The Group believes that the exclusion of certain items permits better
analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.
Net debt excludes capitalised lease liabilities. Return on equity is calculated as the rolling average of the 12-month Management
NPAT/ average of opening and closing equity.
Where constant currency (CC) references are used in this report, constant currency equals FY22 results translated to USD at FY21
average exchange rates. FY22 Management earnings per share of 58.03cps assumes weighted average number of shares (WANOS)
of 603,729,336. FY21 Management earnings per share of 52.46cps assumes WANOS of 540,879,593.
FINANCIAL CALENDAR
2022
2023
17 August
Record date for final dividend
15 February
12 September
Final dividend paid
10 November
The Annual General Meeting of
Computershare Limited
ABN 71 005 485 825
10.00am hybrid meeting
3 | COMPUTERSHARE | ANNUAL REPORT | 2022
Announcement of
financial results for the
half year ending
31 December 2022
CHAIRMAN’S
REPORT
Simon Jones
Chairman
YEAR IN REVIEW
FY22 continued to be a challenging year in a volatile and uncertain environment.
Nevertheless, we continued to support our people, deliver for our customers
and grow our business. The pandemic still poses challenges, but our people have
again excelled under difficult circumstances.
Management Revenue
$2.6bn
UP 12.2%
While we are yet to return to pre-pandemic numbers, Computershare’s financial
results for FY22 were very pleasing.
Management EBIT
Management revenues increased by over 12% and Management EBIT increased
19%, with eight months’ contribution from the Corporate Trust acquisition in
the US. Strong cost controls and growth in client fee income offset weaker
transaction revenues, and we were able to manage the impact of inflation as we
began to benefit from higher than anticipated interest rate rises in some of our
key markets in the last quarter.
Issuer Services and Employee Share Plans continue to win market share.
Transaction-based revenues in Corporate Actions and Employee Share Plan
trading were impacted by market volatility in the second half, and the expected
recoveries in Bankruptcy and Class Actions are yet to come through.
Mortgage Services in the US delivered a disappointing result, although the
medium-term outlook is more positive.
The well-timed Computershare Corporate Trust (CCT) acquisition in the US
continues to exceed expectations. We are making good progress integrating the
business and delivering the expected synergy benefits. The business delivered
$90m of EBITDA for the year, with $80m of that in the second half.
Computershare’s free cash flow and balance sheet were standouts. We generated
over $320m of free cash flow with over 60% EBITDA to cash conversion. Debt
leverage has improved to 1.64x where post acquisition leverage as at December
2021 was 2.02x, which is below the bottom of our target range. This balance sheet
flexibility will enable us to continue to strengthen and scale our global growth
businesses, fund the integration plan for CCT and reward shareholders.
We continue to use our strong liquidity to support our shareholders, increasing
our final dividend to 30 cents per share, an increase of 30% on the prior year.
$530.9m
UP 19.0%
Return on Invested Capital
12.2%
UP 130bps
Margin Income (MI)
$186.5m
UP 74.3%
Management EPS
58.03 cps
LEGACY
UP 2.1%1
TOTAL GROUP
UP 10.6%2
Final Dividend Per Share (AUD)
30.0 cps3
UP 30%4
1
The Legacy business for FY22 is defined as Computershare excluding the Computershare Corporate Trust (CCT) contribution. The +2.1% is the change
between FY22 Legacy Management EPS of 53.57 cps and FY21 Management EPS of 52.46 cps. This growth is calculated on a pre-rights issue basis.
The weighted average number of shares (WANOS) for this calculation was 540,879,593.
2
The +10.6% is the change between FY22 Management EPS (including CCT) of 58.03 cps assuming a WANOS of 603,729,336 vs FY21 Management EPS
of 52.46 cps assuming a WANOS of 540,879,593.
3 Unfranked.
4
Compared to FY21 final dividend per share of 23.0 cps. Notes: Reconciliation of statutory to management results can be found on slide 52 of our
Results Presentation.
* All references to Management Results in the Chairman’s Report are in constant currency unless otherwise stated.
4
CHAIRMAN’S REPORT
It’s in Computershare’s DNA to put our people and sustainability first. Our Board considers Environment, Social and Governance
(ESG) matters regularly given their importance not only to our people but also the communities in which we operate. We are
committed to playing a role in the global transition to a Net Zero emissions economy, which we aim to achieve by 2042. We are also
excited to have recently launched the next stage of our multi-year diversity and inclusion (D&I) strategy, and all senior employees
now have ESG metrics embedded into their targets. This year we will be publishing a standalone ESG Report, which discloses our
plans, progress and performance in relation to these important topics.
OUTLOOK*
In August 2022, we provided earnings guidance for FY23. In constant currency, we expect Management EPS to be up around 55%.
This equates to around 90 cents per share.
Margin income is the big driver. In August 2022, we also guided to around $520 million of margin income in FY23. This includes the
benefit of both recent interest rate rises and the global market’s expectation of future interest rate rises, as well as the impact of
our hedging strategies, where we are looking to deliver a smoother earnings profile over time.
The other side of higher interest rates is higher inflation. We are not immune to inflationary pressure and, while we will maintain
our disciplined focus on cost control, we expect cost growth of around 5% on a proforma basis in FY23, while the interest expense
associated with servicing our debt will also materially increase. With a strong financial position, we will continue to invest in our
businesses and assess complementary acquisition opportunities while maintaining a conservative capital structure and rewarding
our shareholders.
ACKNOWLEDGEMENTS
I have been honoured to serve as Chairman since 2015, and it has been a privilege to work with the Board, Stuart Irving as CEO, and
his executive team during this time. The timing is now right for a smooth transition to our new Chairman, Dr Paul Reynolds, to guide
Computershare through this next phase.
I’d like to thank all shareholders for your support and for being able to serve you as a Director and a Chairman.
Thank you to our employees for their hard work, determination and ingenuity. Despite another challenging year, our teams found
new ways to collaborate in a hybrid workplace and keep consistently delivering for our clients and customers.
Thank you to my fellow directors for their invaluable support and for the experience, insight and expertise they bring to the Group.
I have valued your counsel greatly over the years and will miss being part of this diverse group.
Finally, I would like to thank Stuart Irving, our CEO and President, for the exemplary leadership he has provided and his
commitment to protecting our Company. His dedication is appreciated, as is the great contribution he continues to make to
Computershare’s performance and our distinctive purple culture.
Simon Jones
Chairman
*
This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 64 regarding forward looking
statements of Computershare’s FY22 results presentation available at www.asx.com.au.
5 | COMPUTERSHARE | ANNUAL REPORT | 2022
CEO’S REPORT
Stuart Irving
CEO
EARNINGS AHEAD OF EXPECTATIONS, WITH MARGIN INCOME BEGINNING TO RISE
In FY22, Computershare delivered full-year management earnings ahead of guidance. Growth in client fee income has offset
weaker transaction revenues. With strong cost controls, we were able to manage the impact of inflation as we benefited from rising
interest rates.
Management Earnings Per Share (EPS) increased by 10.6% compared to the prior corresponding period in constant currency.
The Board has declared a final dividend of 30 cents per share, representing a 30% increase on the prior year’s final dividend.
BUSINESS PERFORMANCE
We have a business model that allows us to build scale and grow in large global markets. Overall, we can more than offset inflation
with cost controls and rising margin income.
Issuer Services
Momentum in Registry and Governance Services,
market-based revenues down.
Employee Share Plans
Market share gains and revenue growth despite market
volatility in 2H.
Mgmt EBIT
$264.4m
Revenue
$983.7m
DOWN 4.3%
DOWN 1.6%
Mgmt EBIT
$75.5m
Revenue
$330.3m
UP 2.9%
UP 2.9%
Mortgage Services
Disappointing US result. UK back to profit.
Computershare Corporate Trust (CCT)
Results exceeding expectations, integration underway,
synergies being delivered.
Mgmt EBIT
-$6.3m
Revenue
$541.8m
N/M
DOWN 7.0%
Mgmt EBIT
$86.1m
Revenue
$336.0m
* All references to Management Results in the CEO’s Report are in constant currency unless otherwise stated.
6
CEO’S REPORT
In Issuer Services, we increased revenues in Register Maintenance, our largest business, continuing to win market share and
outperform. The ongoing investments in front office, client experience and product innovation are strengthening the business and
improving the value proposition.
However, Corporate Actions had a weaker second half, and we expect to see a more challenging environment in FY23. Volatile
equity markets led to lower transaction volumes, with Mergers & Acquisitions and the number of capital raisings being down.
Employee Share Plans continues to win market share and increase client-paid fee revenues, driven by the EquatePlus platform.
The EquatePlus upgrade is complete in Europe, 85% of clients are now on the new platform in Australia, and we have started
preparing for the North American rollout.
In Business Services, the expected recovery in bankruptcy and class actions has failed to materialise. Canadian Corporate Trust’s
headline results were modestly impacted by the sale of Private Capital Solutions: a small, retail-focused operation that added
unnecessary complexity to the business. Excluding this sale, Canadian Corporate Trust delivered another consistent result.
While Mortgage Services in the US delivered a disappointing result, the outlook is more positive. Revenues were down 5% as a
result of the prior period refinance volume and a continued shift towards capital light performing sub-servicing, which comes at a
lower revenue level per loan. In the second half, new origination volumes were weaker than expected as a result of rising mortgage
rates. On the positive side, we are making progress on our strategy to shift the portfolio to a more capital-light model. Net invested
capital reduced as we recycled over $170m of MSR capital. This contributed to us adding over $22bn in new sub-servicing loans to
our portfolio throughout the year. We have a pathway back to profitability and expect improved results in FY23.
UK Mortgage Services returned to profit in FY22. While the book is in run-off and revenues are down, we are actively managing the
cost base. The sale process is continuing, and I would like to thank our employees for their ongoing support.
I’d like to highlight CCT, our recent acquisition in the US, where we welcomed around 2,000 new people in November 2021.
I’m delighted to say the business is performing well and exceeding expectations. Integration is also progressing, and we are slightly
ahead on delivering synergies at this stage, but it is early days.
We aim to be an ESG leader in our industry, and I’m also pleased with the progress against our D&I strategy and our sustainability
plans. We are firmly committed to creating a sustainable and equitable future with shared value for employees, clients,
shareholders, the community and the environment. We committed to carbon neutrality again for the 2021 calendar year, and we’re
working on our plan to reach Net Zero emissions by 2042. You can read more about our ESG journey in our standalone report.
LOOKING AHEAD*
We remain focused on delivering on the key areas that will help us grow and make a positive difference to our employees, our
customers, our shareholders and the environment.
In August 2022, we provided guidance that our Management EPS is expected to increase by around 55% in FY23. Inflationary
pressures are impacting our operating businesses, and costs are expected to rise in FY23. However, margin income, which we
estimated in August 2022 to be around $520m in FY23, is expected to drive strong earnings growth. We will continue to invest in
our businesses and simplify our structure to improve the quality of our earnings and deliver long-term returns for shareholders.
Our people, and how we can evolve our purple culture, remains a focus in this new, hybrid working environment, so that everyone
feels connected and supported within their teams, regardless of whether they are fully home or office-based or work a hybrid pattern.
ACKNOWLEDGEMENTS
On behalf of everyone at Computershare I would like to thank Simon Jones for his commitment to our organisation, our customers
and our shareholders over 17 years of service. Simon, thank you for your personal support and counsel over your past seven years
as Chairman.
Further, I am truly appreciative of the great efforts made by everyone across Computershare in delivering these results. Your
determination to overcome adversity and deliver exceptional client outcomes time and time again exemplifies the purple values
that define Computershare.
To our Directors, I appreciate your thoughtful and consistent contributions made during many Board meetings across several
different locations, and of course the additional virtual meetings as well.
Finally, I would like to acknowledge our shareholders for their commitment as we continue to build a strong platform for
Computershare’s long-term growth and profitability.
Stuart Irving
Chief Executive Officer and President
*
This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 64 regarding forward looking
statements of Computershare’s FY22 results presentation available at www.asx.com.au.
7 | COMPUTERSHARE | ANNUAL REPORT | 2022
ISSUER
SERVICES
MOMENTUM IN REGISTRY AND
GOVERNANCE SERVICES,
MARKET-BASED REVENUES DOWN.
Naz Sarkar,
Global Head of
Issuer Services
FY22 PROGRESS
Continued net growth in
registry wins.
Registry Global Net Wins1
FY18 FY19 FY20 FY21 FY22
Virtual and hybrid
meeting offerings rolled
out in 10 countries, with
2,490
293 354 195
281
292
meetings held.
Registered Agent units
under management up
16%
with new clients and
growth of existing
clients. Strong Company
Secretarial pipeline.
Private REITS platform
and sales offering
enhanced in the US.
FINANCIAL RESULTS
Revenue breakdown
Register Maintenance*
Corporate Actions*
Stakeholder Relationship Management
Governance Services
Margin Income
Total revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY22 CC
$678.5
$99.5
$60.1
$97.5
$48.2
$983.7
$267.4
27.2%
FY21 Actual
CC Variance
$663.9
$129.4
$86.7
$75.1
$44.2
$999.3
$279.3
28.0%
+2.2%
-23.1%
-30.7%
+29.8%
+9.0%
-1.6%
-4.3%
-80bps
FY23 OUTLOOK
FY23 PRIORITIES
Market share gains in Register Maintenance.
Ongoing momentum in Governance Services
revenues.
Ongoing investment in front-office capabilities to
leverage longstanding client relationships across
a range of products and services.
Corporate Actions volumes expected to be lower.
Investment in digital innovation to create
market-leading client and end-user experience,
and to reduce carbon footprint.
Strength in margin income as rates continue to
rise, but some challenges from inflationary cost
pressures.
Drive organic growth in Governance Services
market segments.
1 Excludes uncontrollable losses (e.g., delisting, M&A)
* Revenue excluding Margin Income
8
EMPLOYEE
SHARE PLANS
MARKET SHARE GAINS AND REVENUE
GROWTH DESPITE MARKET VOLATILITY
IN SECOND HALF.
FY22 PROGRESS
Francis
Catterall,
Global Head
of Employee
Share Plans
New client wins and upsell
on products driving over
EquatePlus – Europe upgrade
complete, Australia is
Volume of units under
administration increased
5%
fee growth.
FINANCIAL RESULTS
Revenue breakdown
Fee revenue
Transactional revenue
Other revenue
Margin income
Total revenue
Mgmt EBITDA
Mgmt EBITDA margin
85%
complete. Preparing for
North American rollout.
4.5%
year on year.
FY22 CC
FY21 Actual
CC Variance
$152.5
$160.7
$12.9
$4.1
$330.3
$81.0
24.5%
$144.6
$159.9
$12.4
$4.1
$321.0
$78.9
24.6%
+5.5%
+0.5%
+4.0%
Flat
+2.9%
+2.7%
-10bps
FY23 OUTLOOK
FY23 PRIORITIES
FY23 OUTLOOK
FY23 PRIORITIES
Recent client wins driving improvement in
fee revenue.
Complete rollout of EquatePlus platform in
Australia and commence in North America.
Use of automation and self-service tools
continues to drive efficiencies in loan services.
Complete sale of UK business.
Equatex synergies to be generated as Europe
Program winds down and the remainder at the
end of North American program.
Investment in product innovation and service
excellence to create market-leading customer
and user experience.
Growth in volume of units under administration
underpins growth in future trading revenues.
Continue to drive organic growth and
penetration at the client level, increasing
participant numbers and units under
administration.
Changing economic conditions create potential
for opportunities in the special servicing market,
while regulatory environment creates concerns
across the industry.
Increase in interest rates puts pressure on
co-issue and fulfilment businesses, with
origination volume down to multi-decade lows.
Complete onboarding of pipeline of loan
servicing opportunities while maintaining a
best-in-class compliance approach to servicing.
Execute business improvement and cost-out
program to increase digitisation and drive
operational efficiencies, reducing cost per loan in
fulfilment and servicing.
9 | COMPUTERSHARE | ANNUAL REPORT | 2022
9
MORTGAGE
SERVICES
DISAPPOINTING US RESULT.
UK BACK TO PROFIT.
FY22 PROGRESS
Sub-servicing UPB increased
$22.4 BILLION
(up 51%).
FINANCIAL RESULTS
Revenue breakdown
US Mortgage Services*
US Mortgage Services Margin Income
UK Mortgage Services
Total revenue
Mgmt EBITDA1
Mgmt EBITDA margin
Nick
Oldfield,
Chief Financial
Officer and
Global Head of
Mortgage Services
Executed seven profitable
capital recycling transactions
to drive sub-servicing volume –
$15.3 BILLION,
or 68% of overall sub-servicing
growth.
UK cost-out program
returned business to profit;
sale process ongoing.
FY21 Actual
CC Variance
FY22 CC
$422.8
$3.3
$115.7
$446.4
$3.7
$132.5
$541.8
$582.6
$108.1
20.0%
$102.9
17.7%
-5.3%
-10.8%
-12.7%
-7.0%
+5.1%
+230bps
FY23 OUTLOOK
FY23 PRIORITIES
FY23 OUTLOOK
FY23 PRIORITIES
Recent client wins driving improvement in
fee revenue.
Complete rollout of EquatePlus platform in
Australia and commence in North America.
Use of automation and self-service tools
continues to drive efficiencies in loan services.
Complete sale of UK business.
Equatex synergies to be generated as Europe
Program winds down and the remainder at the
end of North American program.
Investment in product innovation and service
excellence to create market-leading customer
and user experience.
Growth in volume of units under administration
underpins growth in future trading revenues.
Continue to drive organic growth and
penetration at the client level, increasing
participant numbers and units under
administration.
Changing economic conditions create potential
for opportunities in the special servicing market,
while regulatory environment creates concerns
across the industry.
Increase in interest rates puts pressure on
co-issue and fulfilment businesses, with
origination volume down to multi-decade lows.
Complete onboarding of pipeline of loan
servicing opportunities while maintaining a
best-in-class compliance approach to servicing.
Execute business improvement and cost-out
program to increase digitisation and drive
operational efficiencies, reducing cost per loan in
fulfilment and servicing.
* Revenue excluding Margin Income.
1 UK Mortgage Services EBITDA $7.8m in FY22 and ($6.1m) in FY21.
10
BUSINESS
SERVICES
BANKRUPTCY MARKET SUBDUED;
CORPORATE TRUST IMPACTED BY THE
SALE OF PRIVATE CAPITAL SOLUTIONS.
FY22 PROGRESS
Stuart
Swartz,
Global Head of
Business Services
Strong mandate renewal rates.
Sold Private Capital Solutions in
the period.
Low case filing levels impacted
Bankruptcy and Class Actions
performance; however, Q4 win
value on target.
We continue to manage several
large Class Action projects.
FINANCIAL RESULTS
Revenue breakdown
Corporate Trust*
Bankruptcy*
Class Actions*
Margin Income
Total revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY22 CC
FY21 Actual
CC Variance
$52.3
$26.8
$58.4
$30.1
$167.7
$40.1
23.9%
$56.3
$64.6
$59.9
$29.4
$210.2
$52.9
25.2%
-7.1%
-58.5%
-2.5%
2.4%
-20.2%
-24.2%
-130bps
FY23 OUTLOOK
FY23 PRIORITIES
FY23 OUTLOOK
FY23 PRIORITIES
Return to organic growth in Canadian
Corporate Trust.
Class Actions, improved profit, efficiency and
quality from staff realignments and system
enhancements.
Bankruptcy case wins expected to increase by
68% from change in market conditions.
Leverage new business opportunities and
streamline operations nationally in our
Corporate Trust business.
Realise benefits in Class Actions from revised
operating structure, process automation, and
systems enhancements while growing backlog
of client wins.
Investment in our front-office skills and
capabilities across Business Services to ensure
we are properly positioned to execute on the
market opportunities as they arise.
Continued strength in margin income and
mutual fund fees as rates continue to rise.
Continue to deliver on plan to separate from
Wells Fargo, and integrate processes and
technology in Computershare.
Rising interest rates expected to impact debt
issuance volumes, margin income expected to
more than offset.
Fully leverage opportunities from the increasing
rate environment and in the management of
client balances.
Inflationary cost pressures in operational
centres in key markets.
Deliver targeted synergies.
* Revenue excluding Margin Income.
11 | COMPUTERSHARE | ANNUAL REPORT | 2022
COMPUTERSHARE
CORPORATE TRUST
RESULTS EXCEEDING EXPECTATIONS,
INTEGRATION UNDERWAY, AND
SYNERGIES BEING DELIVERED.
FY22 PROGRESS
Frank
Madonna,
CEO of
Computershare
Corporate Trust
Majority of staff and functions
transitioned, with some support
still being provided.
Robust communication and
client engagement strategy
developed and delivered.
Developed recruitment strategy
to secure targeted staffing levels
and skills for front, middle and
back offices.
FINANCIAL RESULTS
Revenue breakdown
Money Market Funds Fee Revenue
Other Revenue
Margin Income
Total revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY22 CC
$20.0
$260.5
$55.5
$336.0
$89.8
26.7%
FY23 OUTLOOK
FY23 PRIORITIES
FY23 OUTLOOK
FY23 PRIORITIES
Return to organic growth in Canadian
Corporate Trust.
Class Actions, improved profit, efficiency and
quality from staff realignments and system
enhancements.
Bankruptcy case wins expected to increase by
68% from change in market conditions.
Leverage new business opportunities and
streamline operations nationally in our
Corporate Trust business.
Realise benefits in Class Actions from revised
operating structure, process automation, and
systems enhancements while growing backlog
of client wins.
Investment in our front-office skills and
capabilities across Business Services to ensure
we are properly positioned to execute on the
market opportunities as they arise.
Continued strength in margin income and
mutual fund fees as rates continue to rise.
Continue to deliver on plan to separate from
Wells Fargo, and integrate processes and
technology in Computershare.
Rising interest rates expected to impact debt
issuance volumes, margin income expected to
more than offset.
Fully leverage opportunities from the increasing
rate environment and in the management of
client balances.
Inflationary cost pressures in operational
centres in key markets.
Deliver targeted synergies.
12
Calgary
Vancouver
San Francisco
Los Angeles
Minneapolis
Chicago
Denver
Louisville
Phoenix
College Station
Toronto
Montreal
Boston
New York
New Jersey
Jacksonville
COMPUTERSHARE AT A GLANCE
Edinburgh
Dublin
Monaghan
Bristol
Jersey
Madrid
Barcelona
Paris
Stockholm
Doxford
Skipton
Oslo
Copenhagen
Rotterdam
Warsaw
London
Zurich
Rome
Munich
Turin
Beijing
Hong Kong
Manila
Johannesburg
Perth
Maroochydore
Brisbane
Sydney
Melbourne
Auckland
Adelaide
STAFF NUMBERS IN EACH BUSINESS LINE
Issuer
Services
3,906
Mortgage
Services
2,721
Employee
Share Plans
1,008
Business
Services
478
13 | COMPUTERSHARE | ANNUAL REPORT | 2022
COMPUTERSHARE AT A GLANCE
Edinburgh
Dublin
Monaghan
Bristol
Jersey
Madrid
Barcelona
Stockholm
Doxford
Skipton
Oslo
Copenhagen
Rotterdam
Warsaw
London
Zurich
Munich
Rome
Paris
Turin
Beijing
Hong Kong
Manila
Johannesburg
Perth
Maroochydore
Brisbane
Sydney
Melbourne
Auckland
Adelaide
Calgary
Vancouver
San Francisco
Los Angeles
Minneapolis
Chicago
Denver
Louisville
Phoenix
College Station
Toronto
Montreal
Boston
New York
New Jersey
Jacksonville
Computershare
Corporate Trust
2,376
Communication
Services
819
Technology
1,475
Shared
Services
1,337
14
KEY FINANCIAL METRICS
Management
revenue
2356.5
2300.9
2322.8
2281.2
2597.4
Management
EBITDA
674.9
622.6
646.4
628.2
720.2
18
19
20
21
22
Management
EPS
70.24
63.38
55.57
50.71
57.95
18
19
20
21
22
Cash flow
from
operations
608.8
514.1
494.5
286.8
306.6
18
19
20
21
22
Net Operating
Cash Flow
excluding
SLS advances
594.4
453.0
411.5
438.4
375.4
n
o
i
l
l
i
m
D
S
U
s
t
n
e
c
D
S
U
n
o
i
l
l
i
m
D
S
U
n
o
i
l
l
i
m
D
S
U
18
19
20
21
22
Statutory
EPS
76.57
55.17
42.55
33.77
37.71
18
19
20
21
22
Dividend
per share
46
46
44
40
54
18
19
20
21
22
Net Debt to
EBITDA ratio
excluding
non-recourse
SLS Advance
debt
1.84
1.93
1.33
1.64
1.07
n
o
i
l
l
i
m
D
S
U
s
t
n
e
c
D
S
U
s
t
n
e
c
D
U
A
s
e
m
T
i
18
19
20
21
22
18
19
20
21
22
15 | COMPUTERSHARE | ANNUAL REPORT | 2022
REVENUE
BY PRODUCT
EBITDA BY
PRODUCT
REVENUE
BY REGION
EBITDA BY
REGION
38% Issuer Services
23% Mortgage Services
& Property Rental Services
13% Employee Share Plans & Voucher
Services
7% Business Services
13% Computershare Corporate Trust
7% Communication Services & Utilities
<1% Corporate & Technology
37% Issuer Services
19% Mortgage Services
& Property Rental Services
12% Employee Share Plans & Voucher
Services
6% Business Services
12% Computershare Corporate Trust
5% Communication Services & Utilities
8% Corporate & Technology
57% United States
7% Canada
8% Australia and
New Zealand
5% Asia
19% United Kingdom,
4% Continental Europe
Channel Islands and Africa
57% United States
12% Canada
3% Australia and
New Zealand
7% Asia
14% United Kingdom,
7% Continental Europe
Channel Islands and Africa
16
ENVIRONMENT, SOCIAL
AND GOVERNANCE
Computershare has always had sustainability embedded within our core values; it’s a critical component of our efforts to do
the right thing as we modernise our business, deliver for our clients and customers, and act as responsible stewards of our
planet. We are committed to a transparent, accountable approach to business that recognises the legitimate interests of all
stakeholders, which will be supported by the ESG culture are creating. To date there have been significant achievements in the
area of ESG across our organisation, but recognise there is more to do in this important space.
Here’s a high-level snapshot of what ESG means to Computershare:
ENVIRONMENT, SOCIAL AND GOVERNANCE
ENVIRONMENT
SOCIAL
GOVERNANCE
The impact of our
resource consumption on
the environment, such as
carbon footprint and other
sustainability measures.
How we interact
with communities
and employees.
Internal practices and
policies for effective
decision making and
legal compliance.
In FY22, our Board were engaged on several ESG-related issues including:
Recovery from the Covid pandemic
Continued reinforcement of values and culture
Diversity and inclusion
Human rights considerations, including
modern slavery
Climate change and our plan for Net Zero
17 | COMPUTERSHARE | ANNUAL REPORT | 2022
ENVIRONMENT
As a financial services company, our biggest
impacts on the environment are from
electricity, paper and travel. We have made
considerable efforts to reduce our carbon
footprint over the years, and now we are on
the next stage of our sustainability journey.
We have engaged an external partner
to independently calculate our carbon
footprint across our global operations,
and we’re proud to have committed to
Carbon Neutrality from 2020. We’ve also
committed to achieving Net Zero by 2042
and are developing and implementing a Net
Zero strategy in line with the science-based
targets initiative (STBi).
OUR CARBON FOOTPRINT
Computershare engages an external partner
to support the calculation of our carbon
footprint and development of our Net Zero
program. Between January and December
2021 our business activities generated a
total of 124,445.9* tonnes of CO2, 2.9% of
which were Scope 1 emissions, 0.0% Scope
2 emissions and 97.1% Scope 3 emissions.
Computershare purchased Renewable Energy
Certificates (RECs) to account for 100%
of electricity consumed across our global
locations, which enabled us to significantly
reduce our Scope 2 emissions to 0.0%.
When we measured our carbon footprint for
2021, we were required to incorporate all
remaining Scope 3 emissions to set a more
complete target for Net Zero (not measured
or required for carbon neutrality in 2020).
More detailed information on our carbon
footprint can be found in our online
ESG report.
FY23 PRIORITIES
KEY ACHIEVEMENTS
Attained Carbon Neutrality in 2020 by investing in a forest protection
project in Peru.
Set a Net Zero target date of 2042. Established a Net Zero Steering
Committee and formulated key working groups focused on our carbon
emission ‘hot-spot’ areas.
Expanded our procurement of electricity from renewable sources to cover all
of our business operations worldwide.
Renovated global HQ in Melbourne, Australia with a sustainability focus.
Launched our Virtual AGM product and held nearly 2,500 virtual meetings for
our clients.
Continued the rollout of our upgraded Employee Share Plans program,
EquatePlus, which is a 100% digital and sustainable product.
Emissions by region were as follows:
EMISSIONS BY REGION (TC02E)
North America
UK and Ireland
Oceania
Continental
Europe and Africa
Asia
28,946.5
4,628.2
14,922.3
3,528.2
572.1
* includes a 10% error margin. Emissions have been reported using The Greenhouse Gas
Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
Set Science Based Targets (in alignment with SBTi) to
support our journey to Net Zero.
Embed Net Zero within our Global Strategy and engage
employees on our journey.
Develop and implement Net Zero
program, including establishing
projects focused on near term targets
to reduce carbon emissions across our
key hotspot areas:
Purchased goods
and services
Paper and
logistics
Employee
travel
18
SOCIAL
Our social programs cover how we interact
with our employees and communities, which
includes our people and culture across
the organisation and also how we support
our local and global communities. We‘ve
completed our first multi-year D&I strategy,
made strong progress in increasing
participation, awareness and actions to
further our D&I objectives and continued to
support our people (including mental health,
wellbeing and flexible working). Donations
from our employees for our charitable
program, Change A Life, continue to be
matched dollar for dollar by Computershare
and have supported 13 charities in FY22.
KEY ACHIEVEMENTS
Completed the first three-year phase of our D&I strategy.
Developed and launched a new D&I strategy for FY23-FY25.
Established a Global D&I Forum, chaired by our CEO Stuart Irving.
Launched mentoring programs for our Women 4 Women and Black
Leadership ERGs.
Rolled out new technology and processes to support working from home and
flexible working.
Reached the funding goal for the Change A Life Boarding Home in Nepal, with
the money raised in the Virtual Trek.
Donated US$100,000 to support the Red Cross’ Ukrainian refugee program.
EMPLOYEE OPINION SURVEY
DIVERSITY AND INCLUSION
64%
Employee
Engagement
index
80%
Diversity and
Inclusion index
Signed up to
40% FEMALE/40% MALE/20% OTHER
targets for our senior management teams
Grew memberships in our seven ERGs from
390 TO 841 EMPLOYEES
TRAINING HOURS
371,147
hours of learning
93.91%
mandatory training
completed
CHANGE A LIFE
AU$11.6
million
raised to date
AU$610,067
donated to projects
in FY22
FY23 PRIORITIES
DIVERSITY AND INCLUSION
CHANGE A LIFE
Ensure visible leadership commitment of our D&I programs.
Create a plan to integrate diversity into supplier channels.
Conduct an employee vote to select our new
global charity.
Continue our Talent Acquisition review.
Capture data and set targets to accelerate diversity in
leadership.
Embed diversity principles into People policies and processes.
Onboard our chosen global partner and diversity charity.
Drive engagement with employees through a refreshed
communications plan.
19 | COMPUTERSHARE | ANNUAL REPORT | 2022
GOVERNANCE
Good governance is about doing the right thing, one of our key Being Purple values. It covers our internal practices and policies for effective
decision making and legal compliance. You can read more detail in our Corporate Governance Statement on page 28 of this Annual Report.
Our Board is ultimately accountable on ESG matters, with input and support from the CEO, CFO and Chief ESG Officer. However, we are
embedding accountability for ESG across the organisation through our governance structure, including linking 5% of the CEO and CFO’s
objectives to ESG-rated targets in FY22 onwards and our short term incentive schemes for senior management will have ESG related
metrics from FY23.
ESG GOVERNANCE STRUCTURE
ESG CULTURE
Board of Directors
Global Standards/Frameworks
Steering Committees
Advisory
Functions
Legal
Compliance
ESG
Finance
External
Specialists
k
c
a
b
d
e
e
F
s
n
o
i
t
a
c
i
n
u
m
m
o
C
CEO
CFO
Chief ESG Officer
Strategic Priorities
Executive Management Team
Core Functions + ESG Management Sponsors
Corporate
Communications
Innovation
Centre
Facilities
Management
Procurement/
Supply-Chain
Management
Local ESG Champions (site-based)
Employees
Key:
Stakeholder ESG Input
Management ESG Output
Net Zero
Risk
Modern
Slavery
Diversity &
Inclusion
KEY GOVERNANCE PILLARS ACHIEVED IN FY22
REPORTING
Quarterly Board reporting on ESG.
ESG targets embedded within organisations key priorities.
Appointment of Chief ESG Officer and ESG Manager.
Executive Management incentivised through ESG targets.
Cybersecurity / Information Security controls.
Developed Modern Slavery framework and published second
annual statement.
Reviewed and enhanced our corporate level governance policies.
We continue to align our ESG governance and reporting with
recognised global standards and frameworks, including UN
Sustainable Development Goals, Task Force on Climate-Related
Financial Disclosures (TCFD), Sustainability Accounting Standards
Board (SASB) and CDP.
FY23 PRIORITIES
Review and improve ESG data
across organisation
(also including collection and
reporting processes).
Incorporate ESG risks into
Computershare’s Enterprise Risk
Management (ERM) Framework.
Develop and implement a
Supplier Code of Conduct to
support our engagement with
suppliers on aspects of ESG.
20
Move the
business
forward
E
G
A
T
N
A
V
D
A
Keep
customers
at our
heart
Work well
together
CERTAI
N
T
Y
Do the
right thing
World leaders
in financial
administration
U ITY
N
I N G E
Strive for
excellence
Be a
pioneer
PEOPLE
VALUES
Our long-standing brand values of
Certainty, Ingenuity and Advantage
represent what we as a Company bring to
our clients each and every day. Our ‘Being
Purple’ ways of working support our brand
values and are a set of positive behavioural
signposts for our people. ‘Being Purple’
also helps us to define the people we
want to bring into Computershare and
the conduct, behaviours and professional
attributes we want to promote and reward.
Detailed guidelines are provided to each
member of staff, including our Board of
Directors, so that our people know what
is expected of them. They reflect what
actions can be taken to deliver on these
ways of working at every level, from
employee to senior leader. We also provide
guidance on ‘what it’s not’ so that our
people understand the behaviours we
won’t accept.
Our Being Purple ways of working
also reflect the requirements of
our well-established policies on
diversity and inclusion, human rights,
harassment, anti-bribery, corruption and
whistleblowing.
21 | COMPUTERSHARE | ANNUAL REPORT | 2022
CPU DAY
This year marked our 28th year on the Australian Stock Exchange and the sixth time we celebrated CPU Day – and the first time
in two years that we were able to commemorate this occasion in person with the loosening of pandemic related restrictions in
many places. On 27 May, many of our employees across the globe gathered in our offices to celebrate, with others holding virtual
events. In the weeks leading up to the event, we had a virtual trip exploring the countries where Computershare operates. We also
held competitions where our employees got tested on their Purple knowledge and showcased their “Purple power”, creativity and
cooking skills, with prizes up for grabs.
As part of our CPU Day tradition, we handed out Purple People Awards this year to recognise 30 employees for their exceptional
contributions and consistently demonstrating our Being Purple ways of working.
Our Purple People go above and beyond and unwaveringly deliver outstanding service for Computershare’s clients and their
customers. They also continuously inspire and empower the people around them through their actions.
Here are our Purple People for 2022:
Name
Business line
Location
Name
Business line
Allison Jorgenson
Corporate Trust
Houston, US
Kate Lodite
Global Operations
Location
Bristol, UK
Sydney, AU
Andrea Manning
Angela Montenaro
Legal
People
Catherine Ogborne
Loan Services
Canton, US
Chicago, US
Bristol, UK
Maria Dzopalic
Matt Jensen
Mike Bull
Issuer Services
CCS
Bolingbrook, US
Plan Managers
Bristol, UK
Cathy Kondos
Global Operations
Melbourne, AU
Mitchell Liebler
Global Operations
Louisville, US
Christine Magnuson
Corporate Trust
Minneapolis, US
Nel Villanueva
Business Services
Toronto, CA
Colleen Nielsen
Issuer Services
Halifax, CA
Orazio Muccitelli
Daniel Medeiros
Global Operations Massachusetts, US
Enrico Monicelli
Issuer Services
Robyn Smith
Ryan Eloe
Technology
Issuer Services
Loan Services
Fred Korb
Gareth Espin
Hellen Gilmore
Jessica Miele
Loan Services
Samantha Valouch
Loan Services
Finance
Yorkshire, UK
Shazad Liaqat
Loan Services
Technology
Bristol, UK
Steven Sullivan
Global Operations
Corporate Trust
Columbia, US
Thomas Yale
Technology
Turin, IT
Denver, US
Bristol, UK
Bristol, UK
Denver, US
Denver, US
Skipton, UK
Canton, US
Shelton, US
Joshua Callaway
Corporate Trust North Carolina, US
Tracy Karstetter
Corporate Trust
California, US
Kärt Urman
Plan Managers
Zurich, CH
Trish Butalia
CCS
Sydney, AU
22
GROUP OPERATING OVERVIEW
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the financial year were the operation of the following areas:
>
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management, corporate governance
and related services.
> Mortgage Services and Property Rental Services comprise mortgage servicing and related activities, together with tenancy
bond protection services in the UK.
> Employee Share Plans and Voucher Services comprise the provision of administration and related services for employee share
and option plans, together with Childcare Voucher administration in the UK.
> Business Services comprises the provision of bankruptcy and class actions administration services, and the legacy corporate
trust operations in Canada and the US.
> Computershare Corporate Trust comprise trust and agency services in connection with the administration of debt securities in
the US.
> Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound
process automation, scanning and electronic delivery.
> Technology Services comprise the provision of software specialising in share registry and financial services.
REVIEW OF OPERATIONS
Overview
In constant currency terms, Revenue for the Group rose 12.2% to $2,605.8m, whilst Revenue excluding Margin Income was up
9.2%. Adjusting for the CCT acquisition, operating revenues fell 3.5%.
Margin Income increased 74.3% (+$79.5m) reflecting the rise in global interest rates.
Issuer Services revenue excluding margin income was down 2.1% in constant currency terms, reflecting lower event-based
revenues. Corporate Actions revenue was down 23.1%. Volatile equity markets led to lower transaction volumes, particularly in the
second half. There was an overall drop in completed M&A and capital raising numbers. Hong Kong IPOs, which were a prominent
feature in FY21, was substantially down also. FY21 Funds revenues included large one-time deals not repeated in FY22. These
were partly offset by revenue growth in Registry Maintenance and Governance Services. Issuer Services EBITDA excluding margin
income was down 6.7% to $219.3m and EBIT excluding margin income was down 6.8% to $216.3m.
Employee Share Plans and Voucher Services revenue excluding margin income was up 2.8%. This was driven by strong core client
fee growth in EMEA and Asia. Higher transactional volumes in EMEA were offset by Asia primarily due to poor market conditions
and regulatory constraints. EBITDA excluding margin income was up 2.7% to $85.7m and EBIT excluding margin income was up
3.0% to $80.2m.
Business Services revenue excluding margin income was down 23.9%, due to significantly lower levels of bankruptcy activity in
FY22 relative to FY21. Class Actions was also down, impacted by the number and size of case wins versus prior periods. The legacy
Corporate Trust business was impacted by the sale of Private Capital Solutions client accounts in Canada in December 2021.
EBITDA excluding margin income was down 57.9% to $9.9m and EBIT excluding margin income was down 61.4% to $8.4m.
Mortgage Services and Property Rental Services revenue excluding margin income was down 7.0% in constant currency terms.
In the UK, this was primarily due to ongoing run-off of the legacy book combined with lower client project activity, and finalisation
of the UKAR fixed fee in 1H21. In the US, lower servicing fees were a consequence of a portfolio change to a higher proportion of
subservicing clients and fewer owned mortgage servicing rights (MSRs). This was partially offset by volume growth in fulfilment
and stronger recovery collection activity. Overall, Mortgage Services and Property Rental Services EBITDA excluding margin
income was up 6.6% to $91.1m and EBIT loss excluding margin income was up 20.6% to ($23.3m).
Revenue for the Communication Services and Utilities business was up 8.2%. This was due to a large number of one-off projects.
EBITDA was up 11.0% at $34.2m and EBIT was up 13.5% at $29.5m.
23 | COMPUTERSHARE | ANNUAL REPORT | 2022
Revenue
Business stream
Issuer Services
Mortgage Services & Property Rental Services
Employee Share Plans & Voucher Services
Business Services
Computershare Corporate Trust
Communication Services & Utilities
Corporate & Technology
Total management revenue
Comparison in constant currency
FY2022
@ CC
$ million
983.7
587.6
FY2021
Actual
$ million
999.3
609.0
342.3
333.0
CC
Variance
-1.6%
-3.5%
2.8%
167.7
210.2
-20.2%
336.0
-
183.7
169.7
N/A
8.2%
4.8
1.7
182.4%
FY2022
Actual
$ million
979.5
587.2
340.0
169.3
336.0
180.6
4.8
2,605.8
2,322.8
12.2%
2,597.4
Total management revenue excludes management adjustment items further described in note 4 of the financial statements.
Region
ANZ
Asia
UCIA
CEU
USA
Canada
FY2022
@ CC
$ million
224.8
117.6
FY2021
Actual
$ million
213.4
161.3
494.8
470.0
99.9
100.9
1,480.2
1,197.0
188.4
180.2
CC
Variance
5.3%
-27.1%
5.3%
-1.0%
23.7%
4.6%
FY2022
Actual
$ million
220.1
116.9
491.6
95.7
1,480.2
192.8
Total management revenue
2,605.8
2,322.8
12.2%
2,597.4
Operating costs
Operating expenses were up 11.3% on FY21 to $1,885.8m in constant currency terms. Our cost-out programs yielded $42.5m of
gross benefit in FY22. These more than offset the impact of $35.9m cost inflation in the year. Legacy CPU BAU operating expenses
were down 0.5%. The higher cost base reflects the CCT acquisition, which accounts for $239.0m of the 11.3% increase. Cost of
Sales decreased, from $422.4 million to $401.7 million, largely due to the mix of sales between periods. The Group’s cost-out
program continues to deliver benefits with $43.5m achieved in FY22 and $238.2m cumulative gross benefits achieved to date.
Earnings per share (at actual rates)
Statutory basic earnings per share
Statutory diluted earnings per share
Management basic earnings per share
Management diluted earnings per share
2022
Cents
37.71
37.62
57.95
57.81
2021
Cents
33.77
33.76
50.71
50.69
The management basic and diluted earnings per share amounts have been calculated excluding the impact of management
adjustment items (refer to note 4 in this financial report). All EPS numbers above have been translated at actual FX rates (not
constant currency).
Numbers are in constant currency unless otherwise stated.
24
BUSINESS STRATEGIES AND PROSPECTS
OUTLOOK
In August 2022, we provided earnings guidance for FY23. In constant currency, we expect Management EPS to be up around 55%.
This equates to around 90 cents per share.
Margin Income is the biggest driver. We are guiding Margin Income revenue to be around $520m. This includes the benefit of recent
rate rises, the effect of our hedging strategies where we are looking to deliver a smoother earnings profile over time, and also the
assumed future rate hikes. We base our guidance on average cash balances for the year of approximately $38bn. Exposed, unhedged
balances are expected to average $16.4bn, and we assume US cash rates to rise to 3.5% by the end of the calendar year.
Offsetting higher margin income from rising interest rates is of course higher inflation. We are not immune to the inflationary
pressures being observed globally and while we will maintain our disciplined focus on cost control, we do expect cost growth of
around 5% on a proforma basis in FY23. We also expect EBIT excluding Margin Income to be down around 5% next year.
Turning to the individual business lines, in Issuer Services, we are expecting market share gains in Register Maintenance and organic
growth in our adjacent market segments. Margin Income is expected to increase as rates continue to rise but there are some
challenges from inflationary cost pressures. We are also anticipating further weakness in Corporate Actions in FY23.
In US Mortgages, we expect to see improvement in underlying portfolio values as higher mortgage rates slows down prepayment
speeds. We continue to shift the portfolio to a more capital-light model. We plan to execute on a cost-out program to increase
digitisation and drive operational efficiencies, reducing cost per loan in fulfillment and servicing.
In UK Mortgages, we are actively managing the cost base and have extended the cost-out initiatives to FY26 which is expected to
deliver incremental benefits of $6.5m. We hope to complete the sale of this business in FY23.
In Employee Share Plans, the ongoing growth in units under administration will increase trading revenues over time, while we will also
benefit from higher client fees due to recent wins. We will complete the rollout of our EquatePlus platform in Australia and commence
in North America. Synergies are to be generated as the Europe program winds down and also at the end of the North American
program.
In Business Services, we expect the legacy Corporate Trust business to return to organic growth. We are expecting an increase in the
number of bankruptcies due to the expected deterioration in the economic environment. For the Class Actions business, we expect
margins to improve from a revised operating structure, process automation, and systems enhancements.
In Computershare Corporate Trust, we expect to see a full 12 months’ contribution in FY23 versus 8 months in FY22. Margin Income
and mutual fund fees will strengthen further as rates continue to rise. Integration is underway and we expect to deliver $15m of
cumulative synergies by the end of FY23.
Our cost-out programs continue to progress well. We have extended the delivery period out to FY26. Total gross benefits are now
estimated at $294 million, with $14.0m of benefits expected in FY23.
The Net Debt to EBITDA ratio improved to 1.64x as of 30 June 2022 and we expect this to further improve over the course of the year.
This outlook assessment, and other references to our FY23 outlook in this document, are subject to the forward-looking statements
disclaimer and a number of other assumptions provided in our FY22 results announcement disclosed to the Australian Securities
Exchange (Slide 64).
RISKS
The Board is responsible for setting the risk appetite for the Group and approving Computershare’s risk management framework and
policies annually, as well as assessing their effectiveness in mitigating the risks present in our business. The Board delegates some of
this responsibility to the Risk and Audit Committee. The Risk and Audit Committee is highly qualified with deep expertise in strategic,
operational and financial risk management. It receives quarterly reports on the key and emerging risks in the Group, supported by
both quantitative data and qualitative information. The committee meets with management to discuss and challenge its views on
Group, business line, or functional risks, as well as any actions they are taking to mitigate those risks.
Computershare has a clear and well-established approach to the oversight and management of risk, based on the ‘three lines
of defence’ model. This model provides a simple framework for the implementation and oversight of risk management in which
management, as the first line of defence, has responsibility for its own risk management and control activities.
The risk function, as part of the second line of defence, is responsible for setting and implementing the risk framework. This includes
setting the framework, policies, and procedures for identifying and managing risk as well as providing supporting technology. The
risk function then oversees risk management activities and, provides advisory support to management, as well as forming its own
separate and independent opinion on business risks to both management and the Risk and Audit Committee. This structure and
process enable robust and challenging conversation at the management and board level.
The internal audit function, as the third line of defence, provides an independent and objective assurance function with the
responsibility of confirming that the framework, policies and controls designed to manage key risks are being executed effectively
by management. Internal audit carries out regular, systematic monitoring of control activities and reports its findings to the senior
managers of each business unit, as well as to the Risk and Audit Committee.
25 | COMPUTERSHARE | ANNUAL REPORT | 2022
RISK SUMMARY
The following outlines areas of material risk that could impact our ability to achieve our strategic objectives and future financial
prospects including, where applicable, our exposure to economic, environmental or social sustainability risks, as well as how we
seek to mitigate or manage them.
Strategic and regulatory risk
Our businesses operate in highly regulated markets around the world, and our success can be impacted by changes to the
regulatory environment and the structure of these markets. As an organisation, we closely monitor regulatory developments
globally and play an active role in consulting with regulators on changes that could impact our business.
Many of our key businesses are subject to direct regulatory oversight. We are required to maintain the appropriate regulatory
approvals and licenses to operate and, in some cases, adhere to certain financial covenants, such as capital adequacy.
Computershare has robust compliance management and monitoring programs in place to support these regulatory obligations and
we aim to engage proactively with regulators in all relevant jurisdictions.
Our business is also at risk of disruption from new technologies and alternative service providers. This means we must constantly
be looking for ways to improve our services by investing in new technologies and processes. We have a dedicated innovation team
that is responsible for rapidly assessing the viability of new business ideas and initiatives in an agile yet systematic manner using
proven innovation techniques.
Our prospects also depend on finding and executing on opportunities to grow and diversify our business. There is inherent risk
in any acquisition, including the risk of financial loss or missed earnings potential from inappropriate acquisition decisions, as
well as integration risk in its implementation. Computershare has a strong track record of acquiring and integrating businesses
successfully, We have a deliberately focused acquisition strategy with rigorous approval processes, and we also undertake
subsequent reviews of our acquisitions and their performance. The acquisition of the Corporate Trust business from Wells Fargo
and the subsequent formation of the Computershare Corporate Trust business is an example of the rigorous controls and
management of risk and opportunities within CPU. The ongoing integration efforts are operating under a formal governance
structure with stringent project and change risk management, supported by an expanded subsidiary board of the regulated
US entity.
Computershare also operates across a diverse set of countries and tax jurisdictions. The tax environments in these jurisdictions
can be complex and subject to change, and these changes cannot be accurately predicted. Computershare operates a global
finance function to manage tax risk within the Group’s risk appetite and engages external tax advice as appropriate.
Financial risk
Our financial performance each year is underpinned by significant annuity revenue. However, there is also a material proportion
of revenue that is derived from transactional activity that is dependent on factors outside our control, which can be challenging
to predict. Changes to market activity generally, foreign exchange and interest rates, can impact adversely or favourably on our
financial performance.
Computershare generates significant revenues from the transaction processing fees we earn from our services (including the
interest income earned by investing client funds). These revenue sources are substantially dependent on customer trading
volumes, market prices and liquidity of securities markets. Sudden, sharp or gradual but sustained declines in market values of
securities can result in reduced investor communication activity, including reduced mutual funds communication volumes; reduced
mergers and acquisitions activity; reduced proxy activity; reduced trading activity; and illiquid markets.
Margin income is a key contributor to earnings. Changes in investment restrictions, interest rates and the level of balances that we
hold on behalf of clients can have a material impact on the Group’s earnings. For example, the swift and forceful response of central
banks in early March 2020 to the then-emerging Covid pandemic, with interest rates being reduced to historic lows, resulted in
an immediate and significant impact on the margin income that Computershare generates from holding client balances. As global
interest rates currently increase, the risk to Computershare of being adversely impacted by low interest rates is reduced, and
instead there is an opportunity for our margin income earnings to increase.
We have strong relationships with the global financial institutions that hold our client balances. We have robust policies and other
protections to manage interest rate risk and other risks associated with placing those funds (including counterparty risk), and we
also make significant investments in processes and technology to identify, allocate, reconcile and oversee client monies.
In addition, in the course of its business, Computershare’s mortgage servicing business purchases Mortgage Servicing Rights
(MSRs) in order to service a group or portfolio of mortgages. Interest rate volatility creates risk related to the ability to generate
revenue over the expected useful life of the MSR assets.
The market for Computershare’s products and services is rapidly evolving and highly competitive. We compete with a number
of firms that provide similar products and services to our own. In addition, we compete with our clients’ in-house capabilities to
perform functions that they might otherwise outsource to us. We continually strive to remain the leading provider of services in all
our business lines globally and invest significantly in new technology and services to maintain our market-leading position.
26
Operational risk
Computershare maintains the capability to provide critical services to our clients during times of business disruption through strict
business continuity and operational resiliency planning, crisis management, and disaster recovery processes. This capability covers
the various risks Computershare may face that could disrupt our critical services, from cyber threats to natural disasters.
For example, Computershare’s response to the global pandemic in 2020 was managed through a dedicated crisis management
taskforce with board oversight and reporting. Computershare has robust planning and controls in place to ensure that its business
operations are resilient and can meet client expectations in the event of any future Covid-related disruption.
We recognise that the pandemic has changed the landscape of working practices globally. In common with many other firms,
Computershare has faced elevated staff attrition within some geographies. This has necessitated global mitigation strategies
focussing on recruitment and retention, supplemented by more local action plans either by region or business area where specific
key risk indicator data suggests specific action is required.
The Being Purple Framework supports the promotion of positive behaviour and cultures, and the annual employee opinion survey
provides all staff with the ability to express their views on working in CPU. Management and the Board of Directors monitor People
Risk and the delivery of mitigation plans closely.
Computershare deals with a high volume of daily transactions that can be exposed to data loss and security breaches. The nature
of cyber-crime is constantly evolving, and information systems are vulnerable to cyber-attacks. Security breaches may involve
unauthorised access to Computershare systems and databases, damage to Computershare’s systems and either the exposure
or theft of confidential client data (or both). This presents a range of challenges, from ensuring the security and integrity of that
data, as well as the continuity of our service in the face of internal and external factors. We manage these risks through extensive
business resiliency planning and testing as well as rigorous internal controls around the ability to access and modify client data.
We also make significant investments in technology and services to protect data at rest, in motion and at endpoint, including a
specialist Information Security team whose responsibilities include ensuring we have appropriate and effective systems in place to
protect our and our clients’ data from unauthorised access. Our dedicated Financial Crime team is also responsible for analysing
information and transactions to mitigate the risk of fraud (both internal and external), and these resources are focused on areas of
highest potential exposure.
Computershare also undertakes high volumes of transactional processes, some of which are complex. There is a risk that failure to
process these transactions correctly could result in liabilities being incurred to third parties, so we invest significantly in technology
to automate processes where possible. We also have policies, processes and corresponding controls to assist in mitigating this risk,
which are routinely tested. The Group also maintains appropriate insurance.
Environmental, Social and Governance (ESG) risk
Computershare continues to incorporate ESG risk within its Enterprise Risk Management Framework (ERMF) and has policies to
ensure there is clear ownership and direction of risk. We have continued to work with external partners to maintain our awareness
and understanding of best practice on ESG risk. We will continue to include and enhance Climate Related events and scenarios in
our Business Continuity Planning and processes for continued business resilience.
We monitor the risks to our businesses through climate change, environmental management practices and the duty of care that is
placed on us as a result, including health and safety at work.
Our compliance program closely monitors our risks related to bribery and corruption and ensures we remain in compliance with
applicable laws and regulations. Computershare publishes its Anti-Bribery and Corruption Policy on our website.
Computershare monitors its network of suppliers to ensure both the Company and its supply chain remain in compliance with
applicable Modern Slavery laws. Computershare remains committed to ensuring that slavery and human trafficking form no part of
the services we provide or the supply chains we rely upon to provide those services. Computershare publishes an annual Modern
Slavery Statement on our website.
We monitor and assess risk management and ethical behaviour in Computershare on an annual basis and take action when we
identify areas of improvement or receive feedback during the assessment. We also examine employee perceptions of our ethical
behaviours and risk management, as well as the effectiveness of our training and policies through our annual employee survey.
For more information about our ESG initiatives, please read our online ESG Report on our website.
27 | COMPUTERSHARE | ANNUAL REPORT | 2022
BUSINESS STRATEGIES AND PROSPECTS Governance
CORPORATE GOVERNANCE STATEMENT
COMPUTERSHARE’S APPROACH TO CORPORATE GOVERNANCE
The Board is committed to maintaining high standards of corporate governance by overseeing a sound and effective governance
framework for the management and conduct of Computershare’s business. This statement outlines Computershare’s main
corporate governance practices in place during the financial year ended 30 June 2022. The Board believes that these governance
arrangements complied with the recommendations set by the fourth edition of ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations throughout the reporting period.
In this statement ‘Group’ is used to refer to Computershare Limited and its controlled entities, and references to ‘Group
management’ refer to the Group’s Chief Executive Officer and the executives reporting directly to the Chief Executive Officer.
This Corporate Governance Statement has been approved by the Board and is current as at 21 September 2022.
1. BOARD RESPONSIBILITIES
The Board has a formal charter that documents its membership, duties and responsibilities and operating procedures. A copy of
the charter is available from www.computershare.com/governance.
The principal role of the Board is to ensure the long-term prosperity of the Group by setting broad corporate governance principles
that govern the Group’s business operations and accountability and to ensure that those principles are effectively implemented by
Group management.
The Board’s main duties and responsibilities are as follows:
Strategic
planning for
the Group
Financial
and risk
management
Corporate
governance
Overseeing
Group
management
involves commenting on and providing final approval of the Group’s corporate strategy
and related performance objectives as developed by Group management; and monitoring
Group management’s implementation of and performance with respect to that agreed
corporate strategy.
includes approving the Group’s budgets and other performance indicators and monitoring progress
against them; approving and monitoring financial and other reporting, internal and external audit
plans; setting the Group’s financial and non-financial risk appetite and approving enterprise risk
management plans; and monitoring the progress of major capital expenditure, acquisitions and
divestitures within the scope of Board approved delegations.
incorporates overseeing Computershare’s corporate governance framework, including approving
Computershare’s statement of values and code of conduct as well as changes made to key
supporting Group policies; and overseeing Computershare’s reporting to shareholders and its
compliance with its continuous disclosure obligations.
involves the appointment and (if required) removal of the Chief Executive Officer as well as the
monitoring of his or her ongoing performance; and the appointment and if required, removal of
Group management personnel, including the Chief Financial Officer and Company Secretary.
Remuneration
comprises the approval of Computershare’s overall remuneration framework and determining
the remuneration of non-executive directors within the limits approved by shareholders.
The Board has delegated the responsibility for day-to-day management and administration of Computershare to the Chief
Executive Officer who, in conjunction with Group management, is responsible for managing the Group in accordance with the
corporate strategy, plans and policies approved by the Board.
28
2. BOARD COMPOSITION
Computershare’s Constitution states that the Board must have a minimum of three and a maximum of ten directors. Re-appointment
is not automatic; if retiring directors would like to continue to hold office, they must submit themselves for re-election by
Computershare’s shareholders at the Annual General Meeting. No director (other than the Chief Executive Officer) may be in office
for longer than three years without facing re-election.
In addition to ensuring that the Board has the mix of skills, knowledge and experience commonly required across boards of major
ASX-listed companies, the Board also regularly reassesses its composition to ensure that it:
> Aligns with the Group’s strategic objectives
> Has the necessary skills and expertise to provide oversight of those areas of the Group’s business where there is the greatest
scope to increase shareholder value in the future
> Has an appropriate balance of directors who are based in Australia and those who are based in (or who have experience in)
regions where there are significant group operations
>
Is of a size that is conducive to effective discussion and efficient decision-making
To assist in this process, the Board has developed a skills matrix that sets out the skills and experiences that it has or is looking to
achieve. The current skills and experience of the Board, assessed against the matrix, are as follows:
Leadership and governance
Strategy
Innovation and entrepreneurship
CEO-level experience
Other non-executive director experience
ESG experience
Business experience
M&A and capital markets experience
International business experience
Working in regulated industries
Outsourced business services
Business development/access to networks
Financial and risk
Accounting and finance
Banking and treasury
Audit, risk management and compliance
Other
Technology
HR/remuneration
Geographic experience
North America
UK and Europe
Asia
Australia
29 | COMPUTERSHARE | ANNUAL REPORT | 2022
Total out of eight Directors
7
4
4
7
8
8
7
6
6
6
5
4
8
5
6
5
7
3
6
CORPORATE GOVERNANCE STATEMENT During the reporting period, Computershare’s Founder, Chris Morris, retired from the Board at the conclusion of the 2021 AGM
after 43 years of service to Computershare. Mr John Nendick was appointed to the Board as a non-executive director with effect
from 21 September 2021. Mr Nendick is a former senior finance executive who was most recently Deputy Global Leader of EY’s
Technology, Media and Telecomm’s business and served on EY’s Global Practice Group. He is based in California and further
strengthens the Board’s US-based director presence.
On 10 August 2022, Computershare also confirmed that Dr Paul Reynolds will succeed Simon Jones as Chairman with effect from
the end of the 2022 AGM to be held on 10 November 2022. Mr Jones advised shareholders when he was last re-elected in 2019 that
he would retire from the Board at the end of his three-year term.
3. DIRECTOR AND SENIOR EXECUTIVE APPOINTMENTS
Computershare’s non-executive directors have signed formal letters of appointment setting out the key terms and conditions
relating to their appointment as a director. Senior executives at Computershare also sign employment agreements, except in
certain overseas jurisdictions as a result of local employment practices.
Proposed appointees to the Board and senior executive appointments are subject to appropriate background checks. The format
of these checks is dependent on the residence of the proposed appointee but would typically include police and bankruptcy checks
and searches of relevant public records and filings. This is in addition to confirmation of the proposed appointee’s experience and
character as appropriate.
Any director appointed by the Board will be required to stand for election at the next AGM, at which time the Company will provide
in the notice of meeting all material information known to the Company that is relevant for shareholders to decide on whether to
appoint the director.
On appointment, all new directors undertake an induction process. They receive copies of all key governance documents, as well
as briefings from senior management on material matters relating to the Computershare Group, including strategic considerations,
financial performance, major markets and business lines, as well as operational and technological capability. The Board has
typically held meetings in all the major markets in which the Group operates, which provides new directors, along with the rest of
the Board, the opportunity to meet with management and visit operational facilities during those meetings.
Directors receive briefings on material macro developments that might impact the Group’s operations, such as market structure
changes and changes to business models. Members of the Risk and Audit Committee also receive updates on financial reporting
and accounting matters as part of continuing professional education. Directors otherwise keep themselves informed of relevant
matters by self-education and attendance at various courses and presentations and may also request that the Company provide
them with specific development opportunities which they may consider necessary to improve their skills and knowledge.
30
THE DIRECTORS
As at the date of this Annual Report, the Board composition (with details of the professional background of each director) is as follows:
Position: Chairman
Age: 66
Independent: Yes
Years of service: 17
Term of office
Simon Jones was appointed to
the Board in November 2005 as
a non-executive director. Simon
was appointed as Computershare’s
Chairman in November 2015
and was last re-elected by
shareholders in 2019.
Skills and experience
Simon is a chartered accountant
with extensive experience in
investment advisory, valuations,
mergers and acquisitions, public
offerings, audit and venture
capital. Simon was previously
a Managing Director of N.M.
Rothschild and Sons (Australia)
and Head of Audit and Business
Advisory (Australia & New
Zealand) and Corporate Finance
(Melbourne) at Arthur Andersen.
Other directorships and offices
Director of Canterbury Partners
Chairman of the Advisory Board of
MAB Corporation Pty Ltd
Board Committee membership
Chair of the Nomination
Committee
Member of the Risk and Audit
Committee
Member of the People and Culture
Committee
Position: Chief Executive Officer
Age: 51
Independent: No
Years of service: 8
Term of office
Stuart Irving was appointed Chief
Executive Officer and President
of Computershare on 1 July 2014.
He joined Computershare in 1998.
Skills and experience
Stuart held a number of roles at
The Royal Bank of Scotland before
joining Computershare as IT
Development Manager in the UK.
Stuart subsequently worked in
South Africa, Canada and the US
before becoming Chief Information
Officer for North America in 2005
and then the Computershare
Group’s Chief Information Officer
in 2008.
Board Committee membership
Member of the Nomination
Committee
Position: Non-Executive Director
Age: 65
Independent: Yes
Years of service: 4
Term of office
Paul Reynolds was appointed
to the Board as a non-executive
director on 5 October 2018 and
was re-elected by shareholders in
November 2021.
Skills and experience
Paul Reynolds has gained extensive
leadership skills from his previous
experience in CEO and Chairman
positions with complex, large-scale
infrastructure enterprises. He was
a member of the board at British
Telecom from 2001-2007 and CEO
of one of its largest businesses,
BT Wholesale, where he led the
global technology divisions and
many of its biggest transformation
programs. From 2007-2012, Paul
was CEO of Telecom New Zealand,
during the world’s first structural
separation into independent retail
and network companies. Paul is
based in the UK.
Other directorships and offices
Non-Executive Chairman of
STV Group plc
Non-Executive Chairman of
9 Spokes Limited (until July 2022)
Board committee membership
Member of the Risk and Audit
Committee
Member of the Nomination
Committee
Position: Non-Executive Director
Age: 52
Independent: Yes
Years of service: 8
Term of office
Tiffany Fuller was appointed to
the Board on 1 October 2014 as a
non-executive director. Tiffany was
last re-elected in 2019.
Skills and experience
Tiffany is an experienced public
company non-executive director
with broad experience in chartered
accounting, corporate finance,
investment banking, funds
management and management
consulting in Australia and globally.
Tiffany’s skills include finance
and accounting, strategy, M&A,
risk and governance. Her career
includes roles at Arthur Andersen
and Rothschild and spans multiple
industry sectors including financial
services, technology, retail,
resources and telecommunications.
Other directorships and offices
Non-Executive Director
of Washington H. Soul
Pattinson & Company Limited
(appointed in 2017)
Non-Executive Director
of Smart Parking Limited
(until December 2020)
Board Committee membership
Chair of the Risk and Audit
Committee
Member of the Nomination
Committee
Simon Jones
M.A. (Oxon),
A.C.A.
Stuart Irving
Paul Reynolds
BA, PhD
Tiffany Fuller
B.Com, GAICD,
CAANZ (Member)
31 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT Position: Non-Executive Director
Age: 63
Independent: Yes
Years of service: 8
Term of office
Joseph Velli was appointed to
the Board on 1 October 2014 as a
non-executive director. Joseph was
last re-elected in November 2020.
Skills and experience
Joseph is a retired financial
services and technology executive
with extensive securities servicing,
M&A and public board experience.
For most of his career, Joseph
served as Senior Executive Vice
President of The Bank of New York
and as a member of the Bank’s
Senior Policy Committee.
During his 22-year tenure with the
Bank, Joseph’s responsibilities
included heading Global Issuer
Services, Global Custody and
related Investor Services, Global
Liquidity Services, Pension and
401k Services, Consumer and
Retail Banking, Correspondent
Clearing and Securities Services.
Most recently Joseph served as
the Chairman and Chief Executive
Officer of Convergex Group.
Other directorships and offices
Non-Executive Director of
Paychex, Inc.
Non-Executive Director of
Cognizant Technology Solutions
Corporation
Non-Executive Director of
AssetMark Financial Holdings Inc
Board Committee membership
Member of the People and Culture
Committee
Member of the Nomination
Committee
Position: Non-Executive Director
Age: 49
Independent: Yes
Years of service: 4
Term of office
Abi Cleland was appointed to the
Board as a non-executive director
on 14 February 2018 and was
re-elected by shareholders in
November 2020.
Position: Non-Executive Director
Age: 60
Independent: Yes
Years of service: 4
Term of office
Lisa Gay was appointed to the
Board as a non-executive director
on 14 February 2018 and was
re-elected by shareholders in
November 2021.
Skills and experience
Abi has extensive global experience
in strategy, M&A, digital and
business growth. Abi has held
senior executive roles in the
industrial, retail, agriculture
and financial services sectors at
companies including ANZ, Amcor,
Incitec Pivot, Caltex after starting
her career at BHP.
Abi also set up and ran an advisory
and management business,
Absolute Partners which focused
on strategy, M&A and building
businesses leveraging disruptive
changes.
Skills and experience
Lisa Gay is a highly regarded
business leader with extensive
financial services experience in
funds management, investment
banking, and stockbroking. She was
formerly Chair of the Australian
Securities and Investment
Commission’s Markets Disciplinary
Panel and Deputy Chair of the
Indigenous Land Corporation. From
1990-2010 Lisa was general counsel
and managing director of Goldman
Sachs Group Australia.
Other directorships and offices
Non-Executive Director of Orora
Limited (appointed in 2014)
Non-Executive Director of Coles
Group Limited (appointed in 2018)
Non-Executive Director of Sydney
Airport Limited (until March 2022)
Board committee membership
Member of the People and Culture
Committee
Member of the Nomination
Committee
Other directorships and offices
Non-executive Director of Victoria
Funds Management Corporation
Non-executive Director of
Koda Capital
Member of the Council of Trustees
of the National Gallery of Victoria
Board committee membership
Chair of the People and Culture
Committee
Member of the Nomination
Committee
Position: Non-Executive Director
Age: 65
Independent: Yes
Years of service: 1
Term of office
John Nendick was appointed to
the Board as a non-executive
director on 21 September 2021 and
was elected by shareholders in
November 2021.
Skills and experience
John Nendick is a senior finance
executive who is an expert in new
business models, global financial,
accounting and audit matters,
transactions and technology and
Technology, Media and Telecomm
(TMT) trends globally. He was,
until recently, the Deputy Global
Leader of EY’s TMT business and
also served on EY’s Global Practice
Group. John is based in California.
Other directorships and offices
Member of Advisory Board of
Eved LLC
Chair, Financial Advisory
Committee of City of Palos Verdes
Member, Business Advisory Board
of the Los Angeles Kings
Board Committee membership
Member of the Risk and Audit
Committee
Member of the Nomination
Committee
32
Joseph Velli
BA, MBA
Abi Cleland
B.Com, BA, MBA.
Lisa Gay
BA, LLB
John Nendick
BA, FCA, CPA,
NACD-DC
4. BOARD INDEPENDENCE
The Board has reviewed the independence of each of the eight directors in office as at the date of this Annual Report and has
determined that seven out of eight are independent and were so throughout the reporting period. The director who is not
considered to be independent is Stuart Irving, as the current Group Chief Executive Officer.
To determine the independence of a director, the Board must consider several different factors, including those set out below:
> Whether the director acts (or has recently acted) in an executive capacity for the Company
> The materiality of the director’s shareholding in the Company (if any)
> The existence of any other material relationship between the director and a member of the Group (for example, where the
director is or has been an officer of a significant adviser, supplier or customer)
> The ability of the director to exercise their judgement independently
In relation to the Chairman, Simon Jones, the Board notes that he was first appointed as a non-executive director in November
2005 and subsequently as Chairman in November 2015. The Board has considered and is satisfied that Mr Jones’s tenure as a
director did not have any impact on his capacity to bring an independent judgement to bear on issues before the Board or to act in
the best interests of the Company and its shareholders generally.
The Board also notes that Joseph Velli is a director of Cognizant Technology Solutions Corporation, a company which supplies IT
and business outsource services to the Group. The Board has considered this relationship and is satisfied that Mr Velli’s position
as a director of Cognizant Technology Solutions Corporation does not have any impact on his capacity to bring an independent
judgement to bear on issues before the Board. The Board has appropriate procedures in place to manage circumstances where a
matter relating to Cognizant Technology Solutions Corporation might be under consideration by the Board.
5. BOARD MEETINGS AND REPORTS
There was a return to international travel and in person Board meetings during the financial year following two years of virtual
meetings held during the pandemic. The Board’s standard meeting schedule includes four in-person meetings each year, as well as
a series of scheduled update meetings. The Board also meets as required to discuss and, if appropriate, approve specific strategic
initiatives contemplated by the group. In person Board meetings generally take place over three days and provide the Board
with the opportunity to meet senior management relevant to the agenda for the meeting. At its meetings the Board discusses
the Group’s results, prospects, strategy (both short and long-term), operational performance and other matters, including legal,
governance and compliance issues. The Board held two in-person meetings during the second half of the reporting period.
The Committees of the Board also meet regularly to fulfil their duties (as discussed further below).
Group management provides monthly reports to the Board detailing current financial information concerning the Group.
Management also provides additional information on matters of interest to the Board, including operational performance, major
initiatives and the Group’s risk profile (as appropriate).
6. BOARD COMMITTEES
To assist in discharging its responsibilities, the Board has established three committees.
Risk and Audit
Committee
Nomination
Committee
People and Culture
Committee
Risk and Audit Committee
The principal function of the Risk and Audit Committee is to provide assistance to the Board in fulfilling its corporate governance
and oversight responsibilities in relation to the Company’s financial reporting, internal control structure, risk management
systems, internal audit function and external audit requirements. The Committee also reviews material legal matters and
receives updates on reports made under the Group’s Whistleblower program and Financial Crime Unit.
The Risk and Audit Committee is chaired by Tiffany Fuller and the other members are Simon Jones, Paul Reynolds and
John Nendick. Lisa Gay was also a member of the Committee at the start of FY2022 and stood down from that Committee
to assume the Chair of the People and Culture Committee. Each member of this Committee is considered by the Board to be
independent.
The Board regards these members as having the required financial expertise and an appropriate understanding of the markets
in which the Group operates. The Chief Executive Officer, the Chief Financial Officer, the Group Head of Internal Audit, the Group
Risk Officer and the Company’s external auditors are invited to meetings of the Risk and Audit Committee at the Committee’s
discretion.
The Risk and Audit Committee is governed by a Board-approved charter. A copy of this Risk and Audit Committee Charter is
available from www.computershare.com/governance.
33 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT Nomination Committee
The main functions of the Nomination Committee are to review the competence, expertise, performance, constitution and
succession of the Board, as well as the performance of individual directors.
The Nomination Committee generally meets on each occasion that the Board meets in person. All current directors are members
of the Nomination Committee, and it is chaired by Simon Jones in his capacity as Chairman of the Board.
The Nomination Committee’s policy for the appointment of directors is to select candidates whose skills, expertise, qualifications,
networks and knowledge of the markets in which Computershare operates (and other markets into which it may expand)
complement those of existing Board members so that the Board as a whole has the requisite skills, diversity and experience to
fulfil its duties.
The Nomination Committee is governed by a Board-approved charter. A copy of this Nomination Committee Charter is available
from www.computershare.com/governance.
People and Culture Committee
The People and Culture Committee’s principal functions are to advise the Board on matters relating to performance, talent and
succession, culture and inclusion and diversity, as well as the remuneration of the Group’s key management personnel and more
broadly across the Group.
In relation to remuneration-related matters, the Committee considers, reviews and makes recommendations to the Board about
the following matters:
> The Chief Executive Officer’s remuneration policy recommendations
> Remuneration and contract terms for the Chief Executive Officer and the Group’s key executives
> Terms and conditions of long-term incentive plans, short-term incentive plans, share rights plans, performance targets and
bonus payments for the Chief Executive Officer and the Group’s key executives
> Terms and conditions of any employee incentive plans
> The recommendations of the Chief Executive Officer on offers to executives under any long-term incentive plan established by
the Company from time to time
> Remuneration of non-executive directors within the limits approved by shareholders
> Content of the remuneration report to be included in the Company’s Annual Report
In relation to people and culture matters, the Committee considers, reviews and makes recommendations to the Board about the
following matters:
> Succession planning for senior management and development frameworks for key talent
> The effectiveness of the Group’s diversity policies and initiatives
> Monitoring surveys conducted by the Company in relation to the culture of the organisation; assessing performance against
measurable objectives for achieving diversity on an annual basis, including the relative proportion of women at all levels; and
Computershare’s compliance with external reporting requirements
The Committee is chaired by Lisa Gay and the other members are Abi Cleland, Joseph Velli and Simon Jones. Pursuant to its
Charter, the Committee must always be comprised of a majority of independent directors.
The Committee has access to Group management and, where necessary, may consult independent experts to discharge its
responsibilities effectively.
The People and Culture Committee is governed by a Board-approved charter. A copy of this People and Culture Committee
Charter is available from www.computershare.com/governance.
For details of directors’ attendance at Committee meetings, see the Directors’ Report, which starts on page 42 of this Annual
Report.
7. EQUITY PARTICIPATION BY NON-EXECUTIVE DIRECTORS
The Board encourages non-executive directors to own shares in the Company. However, the Company has not awarded shares to
non-executive directors and does not mandate that directors must hold a minimum shareholding in the Company. As at the date of
this report, all non-executive directors hold a relevant interest in shares in the Company.
34
8. REMUNERATION
For information relating to the Group’s remuneration practices and details relating to the directors’ remuneration and that of the
Group’s key management personnel during the year ended 30 June 2022, see the Remuneration Report, which starts on page 45
of this Annual Report and is incorporated into this corporate governance statement by reference.
In addition to the disclosures contained in the Remuneration Report, it should be noted that the Board is keen to encourage equity
holdings in the Company by employees with a view to aligning staff and shareholder interests. Many employees have participated
(and continue to participate) in the various equity plans offered by the Company, and the directors believe that, historically, this has
contributed significantly to the Group’s success.
9. ANNUAL REVIEW OF BOARD AND GROUP MANAGEMENT PERFORMANCE
The Board’s performance is regularly reviewed by the directors of the Company as a whole. There is a standing agenda item
at Board meetings for directors to be given an opportunity to discuss any concerns they may have with the Board’s and its
Committees’ performance, as well as any steps that can be taken to maintain their effectiveness.
Directors also completed questionnaires relating to Board and Committee performance during the reporting period, and the Board
and relevant Committee then reviewed and discussed the responses. The process for evaluating the performance of individual
directors has been an informal one. The Chairman is responsible for engaging directly with directors on any individual performance
concerns. Directors can raise concerns they might have with an individual director’s performance directly with the Chairman.
During the next reporting period ending 30 June 2023, the Board will have completed a review of Board performance and
individual director assessment using an external provider.
The Board annually reviews the Chief Executive Officer’s performance while the Chief Executive Officer annually reviews the
performance of the other members of Group management. This process includes a review of KPIs for the purpose of determining
managements’ short-term incentive outcomes for the year and these outcomes are reviewed by the People and Culture Committee
and ultimately approved by the Board.
10. IDENTIFYING AND MANAGING BUSINESS RISKS
The Business Strategies and Prospects section of this Annual Report contains a summary of Computershare’s approach to
managing risk within the organisation, including its exposure to environmental and social risks.
In respect of the reporting period, the Board received a report from the Chief Executive Officer and the Chief Financial Officer that
confirms, among other things, the following:
> The ‘Declaration to the Board of Directors of Computershare Limited’, a copy of which is included in this Annual Report (see
page 132) as required by section 295A of the Corporations Act 2001, is founded on a sound risk management and internal
control system that is operating effectively in all material respects in relation to financial reporting risks
> The Group’s material business risks have been managed effectively
The Risk and Audit Committee reviewed and assessed the Group’s risk management practices throughout the year and also
undertook a formal review of the Group’s risk management framework during the reporting period, and was satisfied that it
remained sound.
11. DIVERSITY AND INCLUSION (D&I)
This summary outlines our progress against our measurable objectives during FY22 and covers our focus areas for FY23. More
information on our D&I achievements can be found in our online ESG Report, which you can read on our website.
Over FY22 we have made strong progress in increasing participation, awareness and actions to further our D&I objectives, including:
> Developed and launched a new D&I strategy for FY23-FY25. This strategy was launched to employees at a CEO Town Hall in May.
> Established a Global D&I Forum, chaired by our CEO Stuart Irving, with representatives of the People Team and our Employee
Resource Group (ERG) Board members.
> Launched two new ERGs in Women 4 Women (W4W) APAC and Ability.
> Supported our ERGs in delivering monthly webinars, issuing regular communications and continuing to develop and promote our
D&I learning resources – celebrating events such as Pride, International Women’s Day, Mental Health week and Juneteeth.
> Launched mentoring programs for W4W and the Black Leadership Group (BLG).
> Kicked off a nine-month Career & Development program with 24 participants for our BLG.
> Enrolled a further six Black Women professionals on an external Leadership Development program, Solaris.
>
Invested in our Talent Acquisition marketing materials and partnerships to help attract diverse people into the organisation.
> Worked with our ERGs to update our People Policies to ensure we have inclusive language and principles, including the
development of a global Gender Affirmation Policy.
35 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT Feedback on FY22 Measurable Objectives
Objective
Measurement
Result
Strategy: Our D&I Manager
will drive the execution of
a refreshed, three-year D&I
strategy through our global
business lines with D&I
champions aligned to regions
and business lines.
To be measured using
statistics from diversity
related programs, our
People Management system,
surveys, performance
reviews, exit interviews,
employee referrals and open
discussion forums.
Our first multi-year D&I strategy is complete. We have
refreshed our strategy and action plans for the
next three years, and these were communicated to
employees at CEO Town Halls in May. Through our
seven ERGs we have D&I representation across all
regions and business lines.
Communication: Continue to
deliver regular, high-quality
D&I-related communications
to our staff.
To be measured using
feedback from our Global
Employee Survey.
We ran many D&I communications campaigns
both globally and locally through our internal
communications channels, ERGs, and regularly
scheduled webinars. Our D&I Index in the Employee
Opinion Survey was 80% for FY22.
Engagement: Generate
more employee involvement
in D&I related activities and
participation in the creation
of people-related policies
and processes.
Engagement: Provide
training that is relevant and
timely to reflect the needs
of our global organisation
and to support the growth of
minority groups.
To be measured by the
number of people
participating in D&I and
ERG events; the increase
or decrease in the number
of participants; and ratings
from responses in the
Global Employee Survey
that relate to D&I.
To be measured using
statistics from our Learning
Management System.
In FY22 we grew membership in our ERGs from 390
to 841 members. An average of 300 people per month
also attended events relating to D&I. Inclusion metrics
indicate a positive culture, with 87% of employees
seeing their manager work effectively with people
from different backgrounds and 82% believing
Computershare respects individuals and values
their difference.
All employees are required to complete an annual
‘Computershare & Me’ training module, which
includes a D&I section. As part of our Lead to Succeed
Management Development program, Inclusive
Leadership is a mandatory module for the 250
managers that participate in this program – helping
build Inclusive Leadership as a core competency and
strengthening leadership accountability.
Reporting: Continue to
enhance the D&I reporting
available across all data
categories in line with the
global People data strategy.
Required reporting
on gender and other
demographics delivered
accurately and on time.
Enhancements will be
measured through project
management tracking.
With the introduction of the Qualtrics platform for our
Annual Employee Opinion Survey, we have been able
to capture additional demographic data on ethnicity
and disability. Where we are legally allowed to ask,
employees were given the option to disclose their
ethnicity and if they had a disability via the EOS survey –
there was an option of ‘Prefer not to say’.
Board: The Computershare
board should have at least
30% male and 30% female
directors.
To be measured using
gender diversity statistics
compiled for the Annual
Report.
The Computershare Board has 62% male and 38%
female directors, which is the same as FY21.
36
Gender diversity statistics for FY22
The table below includes data on global gender statistics at a global level as of 30 June 2022.
Board (inc. CEO)
Direct reports of CEO
Company Executive
Senior Manager
Manager
Other
Total
F
3
4
46
282
842
6,178
7,355
M
5
13
101
414
1,020
4,922
6,475
F%
38%
24%
31%
41%
45%
56%
53%
M%
62%
76%
69%
59%
55%
44%
47%
Total
8
17
147
696
1,862
11,100
13,830
Change to
Female %
=
+
+
+
-
=
-
* Company Executive means a person reporting to a direct report of the CEO.
* Senior Manager means a person reporting to a Company Executive.
FY23 focus areas and objectives
Objective
Measurement
Visible leadership commitment
among at least our top two
levels of Management.
Senior Leadership involvement and representation in our Employee Resource Groups;
Business Plans to include D&I objectives; High scores on D&I questions in Employee
Opinion Survey; Incentive and performance plans to reflect D&I targets.
Further embed diversity
principles into People policies
and processes.
Build maturity, engagement
and growth of ERGs and
leverage their expertise for
business value.
Capture data and set further
targets to accelerate diversity
in leadership.
The Computershare board
should have at least 30% male
and 30% female directors.
Policies and procedures to include D&I principles; Launch interview competency
framework.
Participation and Engagement statistics; Consistent attendance; High inclusion scores
in EOS; participation in and influence over key business initiatives.
Updated data fields in People and Finance system; Work toward 40%/40%/20%
female/male/any gender representation in top two levels; Gather baseline data of
different minority groups included offers made and offers accepted to set accurate and
reasonable targets. currently diversity of attraction. Employee demographics obtained
and tracked across all diversity demographics (where local laws allow). Establish a
consistent global framework for capturing data, reporting and target setting.
To be measured using gender diversity statistics compiled for the Annual Report.
Our D&I Policy is available at www.computershare.com/governance.
37 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT 12. WORKPLACE GENDER EQUALITY REPORT
In each country in which Computershare operates, the Company complies with legislated diversity reporting requirements. In
Australia, Computershare met its reporting requirements under the Federal Government’s Workplace Gender Equality Act 2012,
including submitting an annual public report on 22 July 2022.
A copy of this report is available from www.computershare.com/governance. Any comments regarding this report can be submitted
via email to the following address: wgea.comments@computershare.com.au.
13. SECURITIES TRADING POLICY
The Company has a Securities Trading Policy in place that sets out the restrictions that apply to the Group’s directors, officers and
employees trading in Computershare securities.
The policy explains the insider trading laws as they relate to trading in Computershare securities and the securities of
Computershare’s clients. It also sets out the penalties that apply to insider trading offences under the Corporations Act 2001 and
makes clear that Computershare adopts a zero-tolerance approach to breaches of insider trading laws.
The policy imposes additional restrictions on dealings in Computershare securities by Computershare directors and certain
specified executives (designated persons). These designated persons may deal in Computershare securities during the four-week
period after the Company releases its half-year and full-year financial results and after the date on which its Annual General
Meeting is held (subject always to the laws on insider trading).
In addition, these designated persons may only deal in Computershare securities outside those specified, four-week trading
windows with an express prior clearance by a nominated director. During certain prohibited periods, being the period between
15 December and the Company’s release of its half-year results, the period between 15 June and the Company’s release of its
full-year results and other such periods as may be determined by the Board from time to time, clearance to deal can only be given
in exceptional circumstances.
Under the policy, designated persons are also prohibited from entering into an arrangement pursuant to which they seek to hedge
the economic risk associated with an unvested incentive award made to them by Computershare.
The list of designated persons is set out in the Schedule to the Securities Trading Policy. It is reviewed and updated as appropriate,
having regard to any changes in the structure of Group management or the creation of new roles within it. An up-to-date copy of
the Board-approved Securities Trading Policy is available from www.computershare.com/governance.
14. CORPORATE REPORTING
The Chief Executive Officer and the Chief Financial Officer have made a Declaration to the Board of Directors in respect of the year
ended 30 June 2022 as detailed on page 132 of this Annual Report. The Board also receives a declaration from the Chief Executive
Officer and the Chief Financial Officer that the Declaration from them set out in the Annual Report has been founded on a sound
system of risk management and internal control; and that the system is operating effectively in all material respects in relation to
financial reporting risks. The Chief Executive Officer and the Chief Financial Officer also provided an equivalent statement to the
Directors in respect of the Company’s half-year report for the period ended 31 December 2021.
Where any periodic corporate report is released by Computershare to the market that is not otherwise audited or subject to review
by its external auditor PWC, Computershare ensures that the content of the report is subject to extensive review and sign-off by
senior members of staff, which includes the allocation of material disclosures to designated persons to verify the disclosures by
reference to appropriate source documents or, if no source documents are available, by persons with the knowledge and expertise
to confirm the accuracy and completeness of the disclosure. All corporate financial reporting is also reviewed by the Risk and Audit
Committee or, if applicable, a designated sub-committee of the Board.
15. CONFLICT OF INTEREST AND INDEPENDENT ADVICE
If a director has an actual or potential conflict of interest in a matter under consideration by the Board or a Committee of
the Board, that director must promptly disclose that conflict of interest and abstain from deliberations on the matter. In that
circumstance, the director is not permitted to exercise any influence over other Board members or Committee members on that
issue nor receive relevant Board or Committee papers.
The Company permits any director or Committee of the Board to obtain external advice about transactions or matters of concern
at the Company’s cost. Directors seeking independent advice must obtain the approval of the Chairman, who is required to act
reasonably in deciding whether the request is appropriate.
38
16. OUR VALUES AND ETHICAL STANDARDS
Computershare recognises the need for directors and employees to
perform to the highest standards of behaviour and business ethics.
The Company has adopted the “Being Purple” ways of working, which
outline our values as an organisation and the conduct, behaviours and
professional attributes we want to promote and reward.
The Board has also adopted a Code of Conduct that sets out the
principles and standards with which all officers and employees are
expected to comply as they perform their respective functions. The
Code recognises the legal and other obligations that the Company has
to legitimate stakeholders and requires that directors, officers and
employees maintain the highest standards of propriety and also act in
accordance with the law.
The People and Culture and Risk and Audit Committees also receive
regular reporting on information relating to employee misconduct
matters (including where identified through the Whistleblower
program, which is detailed in section 22 below).
A copy of the Group’s Board-approved Code of Conduct is available
from the corporate governance section of our website.
Move the
business
forward
E
G
A
T
N
A
V
D
A
Keep
customers
at our
heart
Work well
together
CERTAI
N
T
Y
Do the
right thing
World leaders
in financial
administration
U ITY
N
I N G E
Strive for
excellence
Be a
pioneer
17. SHAREHOLDER COMMUNICATIONS AND INVESTOR RELATIONS
Computershare has an investor relations program in place with the aim of facilitating effective communication between
Computershare and its investors. A key feature of this program is to ensure that shareholders are appropriately notified of
information necessary to assess Computershare’s performance and are able to access it. Information is communicated to
shareholders through the following means:
The Annual Report, which is distributed to all shareholders who elect to receive it. An overview of the previous financial year is
also included in the Notice of AGM that all shareholders receive.
The AGM and any other shareholder meetings, called from time to time to obtain shareholder approval as required. Since
2017, the Company has conducted its AGM as a hybrid meeting, which provides an opportunity for shareholders to attend the
meeting via an online platform. Attending the meeting online enabled shareholders to view the AGM live, ask questions and
cast direct votes at the appropriate times whilst the meeting was in progress. As a result of pandemic-related restrictions, the
2021 AGM was held as a fully virtual meeting. The Company is pleased to resume holding hybrid meetings for the 2022 AGM.
The Company’s website, which contains information regarding the Company, the Group and its corporate governance
framework. The Investor Relations section of the website also includes information released to the ASX, a copy of investor
and analyst briefing documentation, press releases and webcasts. The Company also releases new and substantive investor
presentations on the ASX announcements platform.
By email to those shareholders who have supplied their email address for the purpose of receiving communications from the
Company electronically. Computershare actively encourages shareholders to provide an email address to facilitate more timely
and effective communication with them and runs campaigns from time to time to encourage greater email adoption.
Computershare also encourages shareholders to participate in the Company’s AGM. Shareholders who are unable to attend and
vote during the meeting are encouraged to vote electronically in advance via Computershare’s service known as InvestorVote,
where they can view an electronic version of the voting form and accompanying materials, as well as submit their votes.
Computershare also encourages shareholders who are unable to attend the AGM to communicate any issues or questions by
writing to the Company. All resolutions are decided by way of a poll.
39 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT 18. COMMITMENT TO AN INFORMED MARKET RELATING TO COMPUTERSHARE SECURITIES
The Board has a Market Disclosure Policy to ensure the fair and timely disclosure of price-sensitive information to the investment
community as required by applicable law. Under the policy, the Board must approve the text of any announcement relating to the
annual and half-year financial reports, as well as any other information for disclosure to the market that contains or relates to
financial projections, statements as to future financial performance or changes to the policy or strategy of Computershare (taken
as a whole). Announcements that do not require the approval of the Board can be approved for release by the Chief Executive
Officer, and routine administrative announcements may be made by the Company Secretary. Directors are also provided with
copies of material announcements once made.
In order to effectively manage its continuous disclosure obligations, the Chief Executive Officer has also established a Disclosure
Committee to provide guidance on the following matters:
> Considering what information needs to be released to the market by Computershare.
> Referring announcements to the Board for approval where required.
> Ensuring there are adequate systems for ensuring timely disclosure of material information to the market, including where such
information needs to be released urgently.
The Disclosure Committee consists of the Chief Executive Officer, the Chief Financial Officer, the Head of Investor Relations, and
the Group General Counsel/Company Secretary. When an issue that should be referred to the board under company policy has an
urgency that prevents its consideration by the full Board, all available directors in conjunction with the Disclosure Committee may
approve an announcement relating to that issue to the market.
Further, in circumstances where it is considered appropriate to request a trading halt (for example, where Computershare is
required to disclose information to the market but, for whatever reason is unable to do so promptly), the Chief Executive Officer
(or, if the Chief Executive Officer is unavailable, the Chairman, Chair of the Risk and Audit Committee or Chief Financial Officer)
is authorised to request a trading halt on behalf of the Company. The full Board is to be consulted as far as is practicable on any
request for a trading halt.
A copy of the Board-approved Market Disclosure Policy is available from the corporate governance section at
www.computershare.com/governance.
19. EXTERNAL AUDITORS
The Company’s policy is to appoint external auditors who demonstrate professional ability and independence. The auditor’s
performance is reviewed annually.
PricewaterhouseCoopers were appointed as the external auditors in May 2002. Audit services have been put out to tender since
their initial appointment.
PricewaterhouseCoopers normally rotates audit engagement partners on listed companies every five years. It is also
PricewaterhouseCoopers’ policy to provide an annual declaration of independence, a copy of which can be found on page 68 of
this Annual Report. The external auditor is required to attend the Company’s Annual General Meeting and be available to answer
shareholder questions about the conduct of the audit and the preparation of the content of the audit report, the accounting
policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in
relation to the conduct of the audit.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in the Directors’
Report (see page 67 of this Annual Report). The Board has a formal policy for reviewing all non-audit services provided by
PricewaterhouseCoopers that is administered by the Risk and Audit Committee.
20. INTERNAL AUDITORS
Computershare has a dedicated Group Internal Audit function. The function is led by the Group Chief Audit Executive who
has a reporting line to the Chair of the Risk and Audit Committee. Group Internal Audit is authorised to audit all areas of the
Computershare Group without the need for prior approval. In carrying out its responsibilities, it has full and unrestricted access to
all records, property, functions, IT systems and staff members in the Group.
Each financial year the function develops an annual audit plan, which is approved by the Risk and Audit Committee. The function’s
key responsibilities are to:
> Review and appraise the adequacy, design and effectiveness of the Group’s system of internal controls
> Evaluate and improve the effectiveness of risk management, control and governance processes, as well as to identify control gaps.
On completion of audit assignments, Internal Audit will issue written reports, which are distributed to management and
communicated to the Risk and Audit Committee. Where the report identifies specific findings and recommendations, the report
will include an action plan from management to implement appropriate corrective action within specific timeframes, which are
actively monitored. All internal audits are conducted in accordance with the Institute of Internal Auditors (IIA) Standards for the
Professional Practice of Internal Auditing.
40
21. ANTI-BRIBERY AND CORRUPTION
The Board has approved an Anti-Bribery and Corruption policy, which sets out Computershare’s clear statement of zero tolerance
for acts of bribery and corruption and confirmation that Computershare will not tolerate its employees or contractors being
involved in acts of bribery and corruption in any form. This is reinforced in the Group Code of Conduct.
The Anti-Bribery and Corruption policy is part of the framework for the Computershare Groupwide Anti-Bribery and AntiCorruption
(ABC) Program, which is under the responsibility of the Group Risk and Compliance function. All breaches of the policy must be
reported to the compliance function and ultimately to the Rick and Audit Committee.
A copy of the Board-approved Anti-Bribery and Corruption policy is available from the corporate governance section of
www.computershare.com/governance.
22. WHISTLEBLOWING
The Board has approved a Whistleblower Policy that outlines procedures for dealing with allegations of improper conduct made
by directors, officers or employees of the Company or parties external to Computershare. Concerns can be raised anonymously in
a number of ways, including through an externally managed hotline and web portal, or by directly contacting designated regional
Whistleblower officers. Any reported concerns are assessed and handled by these regional Whistleblower officers. The Group
Whistleblower Officer also provides quarterly reports to the Group Risk and Audit Committee and to the People and Culture
Committee (on employee conduct matters) on any reports raised over the period and more serious matters may be escalated to
the Committee within a reporting period where appropriate.
All Computershare employees receive annual training about the Company’s Whistleblower Policy, including how to detect and
report improper conduct. A copy of the Whistleblower Policy is available from www.computershare.com/whistleblowing.
23. CORPORATE RESPONSIBILITY
For details relating to the Company’s corporate responsibility initiatives, see pages 17 to 20 of this Annual Report and our ESG
Report, which you can read on our website.
A copy of the Board-approved Corporate Responsibility Policy is also available from the corporate governance section at
www.computershare.com/governance.
24. HEALTH AND SAFETY
Computershare aims to provide and maintain a safe and healthy work environment. Computershare acts to meet this commitment
by implementing work practices and procedures throughout the Group that comply with the relevant regulations governing
workplaces in each country in which the Group operates. Employees are expected to take all practical measures to ensure a safe
and healthy working environment in keeping with their defined responsibilities and applicable laws.
The maintenance of a safe and healthy working environment for our staff globally was identified as the key priority for the group
at the outset of the Covid pandemic. Remote working measures were deployed for more than 90% of our staff and, where roles
could not be performed remotely, strict Covid safety protocols were implemented across all work sites in accordance with local
requirements. To the extent required, these practices have remained in place throughout FY22.
25. COMPANY SECRETARY
The Company Secretary during the reporting period was Dominic Horsley. Under Computershare’s Constitution, the appointment
and removal of the Company Secretary is a matter for the Board.
Among other matters, the Company Secretary advises the Board on governance procedures and supports their effectiveness
by monitoring Board policy and procedures, by coordinating the completion and dispatch of Board meeting agendas and papers,
as well as by assisting with the induction of new Directors. The Company Secretary is accountable to the Board, through the
Chairman, for these responsibilities.
Dominic Horsley joined Computershare in 2006 and is the Group General Counsel and Company Secretary with global
responsibility for Computershare’s legal and secretarial teams. Dominic has extensive experience in corporate and commercial law,
having held prior in-house and private practice roles in Australia and the UK. Dominic is a member of the Association of Corporate
Counsel GC100 and is a Fellow of the Governance Institute of Australia. Dominic completed a Bachelor of Arts (Hons) in Economics
at the University of Cambridge and completed his legal studies at the College of Law in London.
All directors have access to the advice and services of the Company Secretary.
41 | COMPUTERSHARE | ANNUAL REPORT | 2022
CORPORATE GOVERNANCE STATEMENT DIRECTORS’ REPORT
The Board of Directors of Computershare Limited has pleasure in submitting its report for the financial year ended 30 June 2022.
DIRECTORS
The names of the directors of the Company in office during the whole year and up to the date of this report, unless otherwise
indicated, are:
Non-executive
Simon David Jones (Chairman)
Abigail Pip Cleland
Tiffany Lee Fuller
Lisa Mary Gay
Christopher John Morris (retired effective 11 November 2021)
John Nendick (appointed effective 21 September 2021)
Paul Joseph Reynolds
Joseph Mark Velli
Executive
Stuart James Irving (President and Chief Executive Officer)
PRINCIPAL ACTIVITIES
The principal activities of the Group are outlined in the Group Operating Review set out on pages 23 to 24 and form part of
this report.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the financial year was $227.8 million after income tax. Net profit attributable to members
of the parent entity was $227.7 million, which represents an increase of 20.5% on the previous year’s result of $189.0 million.
Profit of the consolidated entity for the financial year after management adjustment items was $349.9 million after income tax and
non-controlling interests. This represents an increase of 23.3% on the 2021 result of $283.7 million.
Net profit after management adjustment items is determined as follows:
Net profit attributable to members of the parent entity
Management adjustment items (net of tax):
Amortisation
Amortisation of acquisition related intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Gain on disposals
Other
Major restructuring costs
Voucher Services impairment
Marked to market adjustments - derivatives
Reversal of provisions
Net profit after management adjustment items
2022
$000
2021
$000
227,659
188,974
63,381
42,721
46,833
12,200
33,618
-
(13,930)
(9,105)
13,136
1,069
29,155
-
(477)
1,613
-
(3,240)
349,871
283,736
Management adjustment items
Management results are used, along with other measures, to assess operating business performance. The Group believes that
exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better
measure of underlying operating performance. Description of management adjustment items can be found in note 4 of the
financial statements.
The non-IFRS financial information contained within this Directors’ Report has not been audited in accordance with the Australian
Auditing Standards.
42
DIVIDENDS
The following dividends of the consolidated entity have been paid or declared since the end of the preceding financial year:
Ordinary shares
A final dividend in respect of the year ended 30 June 2021 was declared on 10 August 2021 and paid on 13 September 2021.
This was an ordinary dividend of AU 23 cents per share, franked to 60%, amounting to AUD 138,832,935 ($100,934,233).
An interim dividend was declared on 8 February 2022 and paid on 17 March 2022. This was an ordinary dividend of AU 24 cents
per share, franked to 40%, amounting to AUD 144,863,359 ($105,318,468).
A final dividend in respect of the year ended 30 June 2022 was declared by the directors of the Company on 9 August 2022 and
paid on 12 September 2022. This was an ordinary unfranked dividend of AU 30 cents per share. As the dividend was not declared
until 9 August 2022, a provision was not recognised as at 30 June 2022.
REVIEW OF OPERATIONS
The review of operations is outlined in the Group Operating Review set out on pages 23 to 24 and forms part of this report.
SIGNIFICANT EVENTS AND SIGNIFICANT CHANGES IN ACTIVITIES
A discussion of significant events and significant changes in activities, if applicable, are included in the Group Operating Review set
out on pages 23 to 24 and forms part of this report.
In the opinion of the directors, there were no other significant changes in the affairs of the consolidated entity during the financial
year under review that are not otherwise disclosed in this report or the consolidated accounts.
SIGNIFICANT EVENTS AFTER YEAR-END
No other matters or circumstances have arisen since the end of the financial year which is not otherwise dealt with in this report
or in the consolidated financial statements that have significantly affected or may significantly affect the operations of the
consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent financial years.
LIKELY DEVELOPMENTS AND FUTURE RESULTS
A discussion of business strategies and prospects is set out on pages 25 to 27 and forms part of this report.
ENVIRONMENTAL REGULATIONS
The Group is not subject to significant environmental regulation.
INFORMATION ON DIRECTORS
The qualifications, experience and responsibilities of directors together with details of all directorships of other listed companies
held by a director in the three years to 30 June 2022 and any contracts to which the director is a party to under which they are
entitled to a benefit are outlined in the Corporate Governance Statement and form part of this report.
Directors’ interests
At the date of this report, the direct and indirect interests of the directors in the securities of the Company are:
Name
SJ Irving
AP Cleland
TL Fuller
LM Gay
SD Jones
J Nendick
PJ Reynolds
JM Velli
43 | COMPUTERSHARE | ANNUAL REPORT | 2022
Number of
ordinary
shares
Number of
performance
rights
Number of
share
appreciation
rights
132,580
285,747
367,406
14,495
16,148
21,939
51,917
13,141
24,000
17,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
DIRECTORS’ REPORT Meetings of directors
The number of meetings of the Board of Directors (and of Board Committees) and the number of meetings attended by each of the
directors during the financial year were:
Directors’
Meetings
Risk and Audit
Committee
Meetings
Nomination
Committee
Meetings
People and
Culture Committee
Meetings
A
9
9
9
9
9
4
6
9
9
B
9
9
9
9
9
4
6
9
9
A
-
-
9
1
9
-
6
9
-
B
-
-
9
1
9
-
6
9
-
A
4
4
4
4
4
2
3
4
4
B
4
4
4
4
4
2
3
4
4
A
4
4
-
4
4
-
-
-
4
B
4
4
-
4
4
-
-
-
4
SJ Irving
AP Cleland
TL Fuller
LM Gay
SD Jones
CJ Morris
J Nendick
PJ Reynolds
JM Velli
A - Number of meetings attended
B - Number of meetings held during the time the director held office during the financial year.
The Board forms sub-committees to consider specific transaction opportunities as appropriate.
INFORMATION ON COMPANY SECRETARY
The qualifications, experience and responsibilities of the Company Secretary are outlined in the Corporate Governance Statement
and form part of this report.
INDEMNIFICATION OF OFFICERS
Computershare’s constitution allows the Company to indemnify, where permitted by law, officers of the Company for liability
and legal costs they incur when acting in that capacity. There are similar indemnities in favour of officers of controlled entities.
Computershare purchases insurance for amounts that the Company or its controlled entities are liable to pay under these
indemnities. The insurance policy also insures Directors, Officers, Company Secretaries and employees (including former Directors
and Officers) against certain liabilities (including legal costs) they may incur in carrying out their duties. For this Directors and
Officers insurance, we paid premiums of $2,901,383 excluding taxes during FY2022.
44
REMUNERATION REPORT
CHAIRS’ LETTER
On behalf of the Board of Computershare, we are pleased to present the Remuneration Report for the year ended 30 June 2022.
This report contains details regarding the remuneration arrangements for the directors and senior executives who were Key
Management Personnel (KMP) during FY2022 and outlines the link between strategy, performance, and reward outcomes.
OVERVIEW OF THE YEAR
Computershare’s financial results and returns to shareholders in FY2022 were strong. Growth in client paid fee income offset
weaker transaction revenues. With disciplined cost controls, we were able to manage the impact of inflation. Margin income is a
natural hedge in our business, and we began to benefit from rising interest rate rises in the last quarter.
Management Earnings Per Share (EPS) increased by 10.6% compared to the prior corresponding period. The final dividend is
30 cents per share representing a 30% increase on last year’s final dividend. The investments in our high-quality global businesses
are delivering growth with management revenue up over 12%.
We continue to make good progress improving the scale, efficiency and quality of Computershare. Our on-boarding of the Corporate
Trust business acquired from Wells Fargo, the largest acquisition we have undertaken to date, is tracking well. We have successfully
on-boarded over 2,000 new employees and, thus far, we are pleased that the acquisition is exceeding our expectations.
We have also invested significantly in data security for our customers’ information and our cyber resilience is strong. Computershare
has also invested in carbon neutrality for the second year.
Computershare’s free cash flow and balance sheet are standouts in this year’s result. We generated over $320 million of free
cash flow with over 60% EBITDA to cash conversion. Debt leverage has improved to 1.64x, below the bottom of our target range.
This strength enables us to continue to invest in our businesses, assess complementary acquisition opportunities while maintaining
a conservative capital structure, and reward our shareholders.
OUTCOMES FOR 2022
The Board set robust performance measures for our FY2022 short term incentive plan, with a focus on growing earnings and
select other objectives that were designed to increase shareholder value. Our underlying business performance was strong,
particularly in delivering above-target financial results, resulting in STI payments for our executive KMP being awarded at
between 56% and 78% of maximum. The Board believes these results reflect the high-quality performance of the Executive Team
throughout FY2022 in delivering strong results and positioning the Company for further growth in FY2023. This in turn led to a
substantial increase in shareholder value over the year, with share price growth in FY2022 of 46%.
The FY2020 long term incentive grant was tested as at 30 June 2022. The applicable performance measures were relative TSR
against the ASX100 (50%) and EPS growth (50%). Our three-year total shareholder return to 30 June 2022 of 54.11% resulted
in Computershare ranking at the 82nd percentile of the ASX100. This element of the LTI vested at 100%. The EPS tranche of our
FY2020 LTI did not meet the 5% threshold for vesting, principally as a result of the margin income headwinds that have affected
our business since the performance targets were set (EPS on a constant currency basis was -5.4% over the three-year period) and,
accordingly, this part of the LTI Plan did not vest. The overall vesting outcome was 50% of the FY2020 Award.
A TRULY GLOBAL COMPANY COMPETING FOR TALENT
Computershare is a truly global organisation operating in more than 20+ countries and deriving 92% of its revenue from outside
Australia. Three-quarters of the CEO’s direct reports and three out of the four KMPs are based outside Australia. Just under half
of the Board is based overseas, and more than 90% of the workforce is international. We aim to hire the best talent globally and
our senior roles have an international remit regardless of location. Since many of our senior roles are based in the US, it is essential
that our remuneration structure adapts to that market in order for Computershare to remain competitive.
However, this means the remuneration structures and levels of most ASX listed peers, which are domestic corporations or
international businesses managed from Australia are not directly applicable to the markets from which we hire talent. In the
ASX100, there are only seven other organisations as global as Computershare (i.e., operating in 20 or more countries). Of the 25
organisations in the ASX100 with operations outside Australia, 70% of the CEOs are based in Australia. With our CEO travelling at
least 65% of the year outside his home location of the UK, the scale of our global operations is significant.
As, ultimately, we are competing for talent in global markets and our KMP group are in the UK, US and Australia, we benchmark
against companies of similar size and industry in the UK and US as well as having regard to our ASX20-50 peers (as Computershare
sits within the ASX30) and ASX100 peers with international operations. We emphasise this so that you have context for the process
the People and Culture Committee undertakes in setting executive remuneration.
45 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT OTHER CHANGES
As noted in section 4 below, we have also made some changes to our non-executive director fees to ensure that they stay in line
with market to attract and retain directors of appropriate skill and experience for our business and to appropriately compensate
for their workload. While the change in the Chair’s fee is material, it has for some time been significantly below our peer groups and
continues to be below the median after the increase.
For Computershare, a key challenge is attracting appropriately qualified and experienced international directors. In FY2022, an
independent review found that the fees offered to our US-based non-executive directors were materially below the market rate
paid by our US peers. As a result of this finding, the Board decided to increase the fees paid to our US-based directors, while noting
that even with these adjustments our fees remain modest when compared to US based market peers. We believe that this ‘dual
fee’ approach means our UK and Australia-based director fees are not unduly inflated, while we expect this approach to continue
to help Computershare attract US-based directors of appropriate quality and experience. There continues to be appropriate
headroom within the approved fee cap post the fee review undertaken in FY2022.
In conclusion, the Board feels that management and our entire executive team has delivered our objectives for the year and
shareholders have benefitted from that with our strong FY2022 share price performance and our dividends increasing again this
year. We strongly believe that our incentive outcomes reflect our Company performance and achievements in FY2022.
We trust that this report explains our approach and intent in relation to executive remuneration in a global market.
With regards
SD Jones
Chair – Board
LM Gay
Chair – People and Culture Committee (PACC)
46
CONTENTS
1. Remuneration Snapshot
1.1 Key Management Personnel (KMP)
1.2 CPU performance and KMP outcomes in FY2022
1.3 KMP fixed remuneration and remuneration mix
1.4 KMP realised pay in FY2022
2. KMP remuneration outcomes
2.1
Relationship between remuneration and Group’s
performance
2.2 FY2022 short-term incentive outcomes
2.3 FY2022 long-term incentive outcomes
2.4 FY2021 SARs Update
3. Remuneration strategy
3.1 Remuneration and governance framework
3.2 Remuneration structure
3.3 KMP remuneration mix
3.4 Key features of the short-term incentive plan
3.5 Key features of the long-term incentive plan
3.6 Return on Invested Capital (ROIC) methodology
3.7 Other remuneration
4. Non-executive director remuneration
5. KMP contractual arrangements
6. Statutory remuneration disclosures
6.1 Remuneration of directors and KMP
6.2 Short-term salary and fees, cash profit share and bonuses,
long-term other, post-employment benefits
6.3 Other
This report is prepared in accordance with section 300A of the Corporations Act 2001 (Cth) (Corporations Act) for Computershare
for the year ended 30 June 2022. The information provided in this Remuneration Report has been audited as required by section
308(3C) of the Corporations Act, apart from where it is indicated that the information is unaudited.
1. REMUNERATION SNAPSHOT
1.1 KEY MANAGEMENT PERSONNEL (KMP)
Computershare’s KMP comprise the Directors of the Company and select senior executives who have the authority and
responsibility for planning, directing and controlling the activities of the Company directly or indirectly. All KMP are assessed each
year. Each Executive KMP listed below held their position for all of FY2022.
Non-executive director
Executive KMP
Abigail P Cleland
Tiffany L Fuller
Lisa M Gay
Simon D Jones
Stuart J Irving
President and Chief Executive Officer (CEO)
Nick SR Oldfield
Chief Financial Officer (CFO)
Mark L McDougall
Global Chief Information Officer (Global CIO)
Naz Sarkar
Global Head of Issuer Services
Chris J Morris (retired effective 11 November 2021)
John Nendick (appointed effective 21 September 2021)
Paul J Reynolds
Joseph M Velli
1.2 CPU PERFORMANCE AND KMP OUTCOMES IN FY2022
Shareholders have enjoyed a share price increase of approximately 46% between 1 July 2021 and 30 June 2022.
The benefits of the acquisition of the Corporate Trust business of Wells Fargo began to be realised this year whilst there were
increases in earnings derived from margin income as global interest rates began to rise from the historic lows during the pandemic.
Pleasingly, despite second half challenges resulting from the velocity of interest rate rises, the Group also delivered growth in
Management EBIT excluding margin income growth of 1.6% (in constant currency), demonstrating the underlying resilience of the
operating businesses.
We continued to use our strong operating cashflows to invest in our business and to support our shareholders, as reflected in our
interim and final dividends of 24 cents and 30 cents respectively. The performance of the Group is reflected in the KMP outcomes
for FY2022.
47 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT
Fixed Remuneration
Short-Term Incentive
Long-Term Incentive
Effective 1 July 2021, the CEO was
awarded a 5% increase to his fixed
remuneration in recognition of his
leadership in the continued global
expansion of Computershare and its
strong recovery from the pandemic.
Additionally, 3% increases were
awarded to the CFO and Global Head
of Issuer Services and a 5% increase
was awarded to the Global CIO.
In recognition of Nick Oldfield’s
growth in the CFO role since his
appointment effective 1 January
2020, his remuneration mix was
adjusted to align more closely to the
CEO’s. As such, his LTI opportunity
was increased to 106.8% of his base
salary (previously 85.7%).
FY2022 STI outcomes of between
56% and 78% of maximum
entitlement for executive KMP.
Strong underlying business
performance led to EBIT and EBITDA
exceeding expectations set at the
start of the year.
Strategic financial priorities were
well delivered across the Company,
particularly in Corporate Trust and
Issuer Services where results came
in well above target. Our cost out
programs also delivered stretch
outcomes for the year.
Non-financial measures all delivered
at or above target, setting the
Company up for sustainable success
from a capital/risk management and
employee retention perspective.
FY2020 LTI vested at 50% of
maximum entitlement.
The FY2020 LTI plan was tested at
30 June 2022. 50% of the plan was
measured against Total Shareholder Return
relative to the ASX100 (rTSR), and 50% was
measured against an EPS growth measure.
The threshold TSR hurdle is a ranking of
50th percentile within the ASX100. For the
FY2020 LTI, a TSR ranking of 82nd percentile
meant this component vested in full.
An average annual management EPS
growth of 5% is needed over the three-year
performance period as a threshold. With an
average management EPS growth of -5.4%,
there was no vesting associated with this
measure.
Reductions in global interest rates over
the performance period of 1 July 2019 to
30 June 2022 significantly impacted 3-year
EPS performance.
1.3 KMP FIXED REMUNERATION AND REMUNERATION MIX
With three of our four KMPs based outside Australia, the People and Culture Committee (PACC) are aware of significant differences
in executive remuneration practices across geographies. In particular, for the US market, incentives are more leveraged, LTI hurdles
tend to have lower vesting thresholds, and up to half of the LTI plan tends to be offered in the form of time-based equity rather than
performance rights. As such, the PACC continue to review the appropriateness of our remuneration structure to ensure it balances
ASX market practices with those of large multinational organisations based in the US and UK.
Computershare ranked Top 10 for Best CEO across the ASX 100 in MarketMeter’s 2022 H1 Institutional Investor Sentiment
Research. 115 domestic and international institutions participated by scoring ASX-listed companies on the analytics platform,
representing around 90,000 data points.
While the CEO’s base salary may appear high against ASX listed peers, even some with extensive international operations, his total
remuneration opportunity remains modest when compared to those peers. Our benchmarking of the CEO’s role against similar
global organisations based overseas showed that again, while his base salary is competitive, his variable pay was below the median
and in some instances below the 25th percentile of those global peers. The Board will consider these observations when reviewing
CEO pay in FY2023.
Changes made to the base salaries of the Executive KMP are set out below:
Currency
FY2021
base salary
FY2022
base salary
YoY change
SJ Irving
NSR Oldfield
N Sarkar
ML McDougall
GBP
USD
GBP
AUD
GBP 1,045,320
GBP 1,097,586
USD 813,050
USD 837,442
GBP 672,000
GBP 692,160
AUD 668,348
AUD 701,765
5%
3%
3%
5%
48
We set out below the contractual FY2022 base salary, STI and LTI opportunities of each Executive KMP:
Employee
(location)
Base salary
(home
currency)
Base salary
($US*)
STI target
(% of base
salary)
STI target
($US)
STI max
(% of base
salary)
STI max
($US)
LTI max
(% of base
salary)
LTI max
($US)
SJ Irving
United Kingdom GBP 1,097,586
$1,467,202
83.3%
$1,222,668
125.0%
$1,834,002
150.0%
$2,200,803
NSR Oldfield
United States
N Sarkar
United Kingdom
ML McDougall
Australia
USD 837,442
$837,442
60.3%
$504,752
90.4%
$757,128
106.8%
$894,796
GBP 692,160**
$925,252
42.9%
$396,534
75.0%
$693,935
85.7%
$793,069
AUD 701,765
$510,197
42.9%
$218,656
75.0%
$382,648
85.7%
$437,312
* Using 12-month average FX rates as of 30 June 2022, being GBP/USD of 1.33676 and USD/AUD of 0.72702.
** N Sarkar receives a cash payment in lieu of pension contributions that takes his fixed remuneration to a total of GBP 772,500.
REMUNERATION MIX
The remuneration mix is designed to achieve a balanced reward
for achievement of short-term objectives and the creation
of long-term sustainable value. The amount of remuneration
received by Executive KMP each year depends on the
achievement of business and individual performance.
Remuneration packages are reviewed by the People and
Culture Committee taking into consideration an individual’s
role, experience and performance, as well as relevant
comparative market data. Fixed remuneration levels are also
reviewed after a change in role.
REMUNERATION MIX FOR EXECUTIVE KMP
The following diagrams show the minimum, target and maximum total remuneration opportunity for CEO and other Executive
KMP. Each component is determined as a percentage of the total remuneration package.
Minimum: consists of fixed remuneration
which is comprised of base salary and
statutory superannuation.
CEO
Minimum
100%
30%
27%
12.5%
12.5%
45%
16.5%
16.5%
40%
Target
Maximum
CFO
Minimum
100%
Target
Maximum
37%
34%
OTHER EXECUTIVE KMP
Minimum
100%
Target
Maximum
44%
38%
11.5% 11.5%
40%
15%
15%
36%
9%
9%
38%
12.5%
16.5%
33%
Fixed Remuneration
Variable STI - Cash
Variable STI - deferred
Variable LTI
Target: consists of fixed remuneration,
target STI (cash and deferred components)
which totals 83% of base salary for the
CEO, 60% for the CFO and 43% for other
Executive KMP and target LTI (face value
of 150% of base salary for the CEO, 107%
for the CFO and 86% for other Executive
KMP). The potential impact of future
security price movements is not included
in the value of deferred STI awards or
LTI awards.
Maximum: consists of fixed remuneration,
maximum STI (cash and deferred
components) which totals 125% of base
salary for the CEO, 90% for the CFO and
75% for other Executive KMP and target
LTI (face value of 150% of base salary
for the CEO, 107% for the CFO and 86%
for other Executive KMP). The potential
impact of future security price movements
is not included in the value of deferred STI
awards or LTI awards.
The maximum opportunity represented
here is the most that could be awarded
to Executive KMP. It does not reflect any
intention to award that amount.
49 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT 1.4 KMP REALISED PAY IN FY2022 (UNAUDITED)
The table below details actual pay and benefits for KMPs who were employed as at 30 June 2022. This table aims to assist
shareholders in understanding the cash and other benefits actually received by KMPs from the various components of their
remuneration during FY2022.
As a general principle, Australian Accounting Standards require the value of share-based payments to be calculated at the time
of grant and accrued over the performance period and restriction period. The Corporations Act 2001 and Australian Accounting
Standards also require that pay and benefits be disclosed for the period that a person is a KMP. This may not reflect what executive
KMPs actually received or became entitled to during FY2022. The figures in this table have not been prepared in accordance with
Australian Accounting Standards. They provide additional voluntary disclosures.
The treatment of the remuneration elements in this disclosure are as follows:
> Fixed remuneration earned between 1 July 2021 and 30 June 2022. This includes superannuation.
> STI payable as cash and equity under the FY2022 STI plan (which is paid in FY2023 after financial results are released).
> FY2020 LTI which partially vested in September 2022 as a result of performance across the three-year period ended 30 June 2022.
> Benefits received between 1 July 2021 and 30 June 2022.
We note that Total Realised Remuneration in FY2022 is higher than FY2021, primarily due to the FY2019 LTI not vesting in FY2021,
while 50% of the FY2020 LTI vested in September 2022.
The table below also does not include tax equalisation payments. Whilst these are disclosed in the statutory remuneration table,
the Board does not believe that they represent actual remuneration to the relevant executive and have therefore been excluded in
this table.
FY2022 Actual Package Details
FY2022 Actual vs Max
FY2022 vs FY2021 Actual
FY2022
Fixed (base +
benefits)
FY2022
Actual
Total STI
FY2020
LTI Vesting
in FY223
FY2022
Actual Total
Remuneration
(Base + STI+ LTI)
1,467,215
1,422,525
1,705,765
4,595,505
850,048
1,032,650
529,302
588,833
390,628
232,912
621,786
2,060,667
479,229
1,902,507
350,232
1,112,446
Employee
SJ Irving
NSR Oldfield
N Sarkar
ML McDougall
FY2022 Actual
vs Max Total
Remuneration
(Base + Max STI
+ LTI)
FY2022 vs
FY2021
Actual STI
received
FY2022 vs FY2021
Actual Total
Remuneration
(Base + STI +
FY19 LTI)
84%
82%
74%
82%
108%
120%
82%
98%
170%
157%
131%
151%
FY2022
Actual vs
Max STI
78%
78%
56%
61%
1 For SJ Irving and NSR Oldfield, the maximum STI award is set at 150% of target whereas the maximum award for other KMPs is 175% of target.
2 The non IFRS information included in the table above has not been subject to audit.
3 LTI value calculated using number of vested rights x Computershare closing share price as at 30 June 2022.
2. KMP REMUNERATION OUTCOMES
2.1 RELATIONSHIP BETWEEN REMUNERATION AND GROUP’S PERFORMANCE
One of the key principles of Computershare’s remuneration strategy is to ensure that there is a clear and transparent link between
the remuneration outcomes for executives and Group performance and its consequent impact on shareholder interests. The
following table highlights some of the key financial results for Computershare over the period from the financial year 2018 to the
financial year 2022, with the corresponding average STI outcomes for Executive KMP over the same period.
2018
2019
2020
2021
2022
Management adjusted EBITDA (USD million)
622.6
674.9
646.4
628.2
720.2
Management adjusted EBIT ex MI (USD million)
375.1
343.6
298.7
339.1
344.0
Statutory EPS (US cents)
Management EPS (US cents)
55.17
76.57
42.55
33.77
37.71
63.38
70.24
55.57
50.71
57.95
Management EPS (US cents) – constant currency1
62.57
70.81
56.29
50.77
57.95
Total dividend (AU cents per share)
40
44
46
46
54
Share price as at 30 June (AUD)
18.43
16.21
13.25
16.90
24.64
Average STI received as % of maximum opportunity for executive KMP (%)
77.4
71.1
47.3
69.5
68.1
1 Translated at FY2022 average exchange rates.
50
Computershare’s incentive plans measure performance against a range of financial and non-financial metrics. As demonstrated
below, there is a strong overall alignment between Computershare’s incentive plan outcomes to financial performance. It is evident
from the graphs that the shareholder experience to date correlates strongly with KMP reward outcomes.
CEO PAYOUT CORRELATION TO COMPUTERSHARE PERFORMANCE
Earnings per Share
Share price
80
70
60
50
40
30
20
10
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
30
25
20
15
10
5
0
FY18
FY19
FY20
FY21
FY22
FY18
FY19
FY20
FY21
FY22
Management EPS (cps)
% maximum CEO STI paid
Closing Share Price (AUD)
% maximum CEO STI paid
EBITDA
EBIT ex MI
800
700
600
500
400
300
200
100
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
400
350
300
250
200
150
100
50
0
FY18
FY19
FY20
FY21
FY22
FY18
FY19
FY20
FY21
FY22
EBITDA achievement ($m)
% maximum CEO STI paid
EBIT ex MI achievement ($m)
% maximum CEO STI paid
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
51 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT
2.2 FY2022 STI OUTCOMES
The table below shows the STI paid or payable to each KMP for entitlements referable to performance in the financial year ended
30 June 2022. The table sets out the actual amounts awarded as STI and how they relate to the maximum entitlement for each
executive.
Executive
SJ Irving
ML McDougall
NSR Oldfield
N Sarkar*
STI awarded
(USD)
1,422,525
232,912
588,833
390,628
STI as
percentage
of maximum
Budgeted
EBIT/
EBITDA*
Growth in
group EBIT
ex MI
Strategic
Objectives
Non-
Financial
Objectives
78%
61%
78%
56%
N/A
N/A
At or above target
Between threshold and target
Below threshold
* N Sarkar is measured on global Issuer Services budgeted EBITDA; remaining executives on Group-wide profitability.
For the CEO, the maximum STI award is set at 125% of base salary, whereas the maximum award for other executives ranges from
75% to 90.4% of base salary.
For FY2022, the Board’s assessment of the CEO’s performance against his STI objectives was as shown in the table below. The five
strategic areas of focus that comprised 50% of the FY2022 STI plan were assessed on both the basis of financial achievement
against a set target and with an overlay of quality of earnings achieved, reflecting the quality of maintainable earnings and how
well risk, people and culture were managed in the delivery of these targets. Measures that comprised the strategic objectives were
chosen by the Board, and considered to be the key markers of success over the 12 months in achieving growth in earnings as well as
delivering shareholder value.
> The acquisition of the Corporate Trust business of Wells Fargo (renamed as Computershare Corporate Trust) was the largest
acquisition in our Company’s history. Over the last eight months of FY2022, the CEO has led the successful onboarding,
engagement and retention of over 2,000 employees and a successful client and asset migration program with a strong
framework of risk management. Financially, the business is performing well and exceeding expectations having delivered
$336 million of revenue and $90 million of EBITDA for the year, substantially above the acquisition business case.
>
Issuer Services is Computershare’s largest Business Unit delivering over 38% of group revenue. The delivery of a successful
growth strategy through growth in fees, client initiatives and expansion of registered agent services was fundamental to the
Company’s outcomes. We increased revenues in Register Maintenance, our largest business. We continue to win market share
and outperform. Over the last five years we have achieved over 1,400 new client wins. In FY2022 we increased the number of
wins compared to the year before.
> Employee Share Plans was slightly short of budget reflecting slower transactional volumes in the last quarter, especially due to
volatility in Asian equity markets. Pleasingly, 85% of clients in Australia have moved across to the EquatePlus platform and the
program to roll out in North America has commenced.
> Globally, Mortgage Services continues to face a challenging environment. In the US, revenues were down due to the impact of
the prior period refinance volume and a continued shift towards capital light sub-servicing, which comes at a lower revenue
level per loan. In the second half, new origination volumes were weaker than expected due to rising mortgage rates. As a
result, EBITDA was down and we reported an EBIT loss. On the positive side we are making progress on our strategy to shift the
portfolio to a more capital light model and in the UK, the Mortgage Services business returned to profit.
> Cost out programs were overall managed well. Over $42.5 million of cost savings were achieved in the year. Of the cost-out
programs, the restructure of our UK mortgage servicing business delivered $26.8 million of benefit, Equatex synergies totalled
$7.3 million and ongoing Stage 3 benefits, which were largely related to property rationalisations, delivered the remainder.
52
Financial objectives
Commentary
Weighting
Achievement
against target
Group management EBIT performance against budget in constant currency.
25%
Above target
Strategic financial objectives (50%)
Computershare Corporate Trust Budgeted EBIT achieved and separation effort
successful through system eco build, client and asset migration, employee retention
and engagement, and integration risk impact management.
15%
At maximum
Issuer Services Budgeted EBIT achieved and delivery of key business priorities of fee
growth, client win initiatives and expansion/cross selling of registered agent services.
10%
At maximum
Employee Share Plans Budgeted EBIT achieved with the completion in the build
for CASS related items, continued roll out of Equate+ within agreed timelines and
completion of Brexit solution.
10%
Below target
US and UK Mortgage Services Budgeted EBIT achieved with successful execution of
relevant disposal opportunities.
10%
Below target
Cost Out Programs:
a) CLS UK cost out program
b) Stage 1, 2 and 3 budgeted cost-out
c) Reduce controllable costs >15m
Non-financial objectives (25%)
People and Culture
5%
Above target
Computershare was not immune to the “great resignation” faced by organisations
around the world. High attrition rates have led to operational challenges, though
the employee survey results remain very positive. A caring approach has been
taken throughout Covid, reflecting our strong “Purple” culture.
7.5%
At target
Group Risk Management
Risk function continued to be developed with improved reporting and transparency.
7.5%
Above target
Capital and M&A
Wells Fargo acquisition successfully completed. Increase in dividend.
5%
At maximum
ESG
Significant progress made and reflected in MSCI AAA rating and recognition
from shareholders. D&I scores were the highest rated areas in employee survey.
Computershare has established a Net Zero target date.
5%
At maximum
Percentage of target achieved 116.35%
Percentage of maximum achieved 77.57%
53 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT 2.3 FY2022 LTI OUTCOMES
LTI awards that were granted in FY2020 were tested against the performance hurdles over the period 1 July 2019 to 30 June 2022.
For performance rights subject to the TSR performance hurdle, Computershare achieved TSR of 54.1% across the performance
period and a relative TSR ranking against the peer group of the 82nd percentile. Accordingly, the LTI awards subject to the TSR
performance test vested at 100%.
TSR PERFORMANCE VS PEER GROUP
300%
250%
200%
150%
100%
50%
0%
-50%
-100%
Median
75th CPU
For performance rights subject to the EPS performance hurdle, average annual growth in management EPS on a constant currency
basis over the performance period was -5.4% and, accordingly, the LTI awards subject to the EPS performance test did not vest.
Reconciliation of Management to Statutory EPS
Earnings per share (cents per share)
Reconciliation of earnings
Profit for the year
Non-controlling interest (profit)/loss
Add back management adjustment items
Net profit attributable to the members of Computershare Limited
Basic EPS
Management
Basic EPS
37.71 cents 57.95 cents
$000
$000
227,780
227,780
(121)
(121)
-
122,212
227,659
349,871
2.4 FY2021 SARS UPDATE
As a one-off measure during the pandemic, Computershare introduced Share Appreciation Rights (SARs) as a component
of the FY2021 LTI Plan on a transitional basis. This was in part due to the challenges in setting meaningful long-term targets
during a period of significant uncertainty and the Board believed that SARs would provide strong alignment between executive
remuneration outcomes and share price performance. SARs were an appropriate option as they only deliver value when the share
price grows. Additionally, these types of high upside instruments are common in overseas markets where three of our four KMP live
and provide retention value which assisted us in retaining key people through a volatile period.
Pleasingly, and underpinned by strong performance across our business, the acquisition of the Corporate Trust business of
Wells Fargo and the emergence of tighter monetary policy across the globe; our share price has recovered strongly since April
2020, alongside growth in dividends per share. With Computershare’s 90-day VWAP to 30 June 2022 of $23.39, the share price
growth means each SAR holds intrinsic value of $10.14 with 12 months remaining until their vesting in June 2023.
54
3. REMUNERATION STRATEGY
3.1 REMUNERATION AND GOVERNANCE FRAMEWORK
Computershare is a global company with more than 90% of revenue generated and workforce located outside Australia. We hire
talent in 20+ highly competitive markets, and we compete for this talent across various industry sectors, including financial
services and technology. Therefore, our remuneration practices need to be internationally competitive and flexible to attract,
motivate and retain a talented workforce across all of our markets.
The main aim of our executive incentive strategy and structure is to ensure that executives are rewarded appropriately when they
deliver positive outcomes to our shareholders. In considering remuneration changes, the PACC ensures all executive pay decisions
are based on the following four principles:
> Fairness – ongoing remuneration plan design must motivate and stretch our executives to focus on the right outcomes for our
business and to reward what those executives can influence.
> Alignment – incentive plan design and outcome should align to shareholder experience and company recovery in a meaningful
way while also being mindful of the general employee experience. Plan measures should drive sustained, long-term
organisational growth and success.
> Simplicity – where possible, plan design should be simple to explain and execute. It should strike the right balance between fixed
and at-risk pay.
> Risk management – Board discretion or plan amendments must be applied on a robust basis, ensuring no windfall gains occur to
participants. Due consideration should be given to business and operational risk and the Group’s values and culture through plan
design such as clawback and malus.
The Board (through the PACC) reviews our remuneration framework regularly to ensure it remains aligned to business objectives. The
Committee uses a range of inputs when assessing the performance of outcomes for Executive KMP, taking into account results and
also how those results were achieved. Detailed individual performance assessments, measurement against targeted financial results,
external remuneration benchmarking and an overarching view to the organisation’s values and risk profile are all taken into account.
BOARD
Sets and oversees the People and Culture Committee mandate. The Board is
responsible for setting remuneration policy and determining non-executive
director and executive KMP remuneration. In addition, the Board is responsible
for approving all targets and performance conditions set under the KMP incentive
plans. The Board delegates responsibility to the People and Culture Committee
for reviewing and making recommendations to the Board on these matters.
PEOPLE AND CULTURE COMMITTEE
The Committee uses a range of inputs when assessing performance and
outcomes of KMP, taking into account results and also how those results
were achieved. Detailed performance assessments, financial results, external
remuneration benchmarking, and an overarching view to our organisation’s
values and risk profile are all taken into account.
MANAGEMENT
EXTERNAL ADVISORS
Provide management information on financial,
customer and risk matters which may impact
remuneration. Where appropriate, the CEO
attends Committee meetings; however, he does
not participate in formal decision making or in
discussions involving his own remuneration.
55 | COMPUTERSHARE | ANNUAL REPORT | 2022
The Committee may seek and consider advice
from independent remuneration consultants
where appropriate. Any advice from consultants
is used to guide the Committee and the Board
but does not serve as a substitute for thorough
consideration by non-executive directors.
Protocols are in place for the independent
engagement of remuneration consultants.
During the year, consultants provided benchmark
data only to the Committee. No remuneration
recommendations relating to KMP were provided.
DIRECTORS’ REPORT
3.2 REMUNERATION STRUCTURE
The remuneration structure for the executive KMP comprises fixed remuneration (FR) and variable at-risk remuneration consisting
of a Short-Term Incentive (STI) and Long-Term Incentive (LTI). Total remuneration is set at a competitive level to attract, retain and
motivate key talent required to successfully operate a complex global organisation.
Attract, motivate and retain
highly skilled employees.
Designed to be competitive
in the market where the
executive is located.
Reviewed annually and
reflects technical and
functional expertise, role
scope, market practice.
FR
Fixed
remuneration
Reflects performance across the year and is designed to reward
management for achieving financial targets, delivering on strategic
objectives and managing the business in a sustainable manner while
demonstrating our values.
Align executive reward
outcomes to long-term
sustainable shareholder
value creation.
STI
Short-term incentive
(at risk)
LTI
Long-term incentive
(at risk)
Cash
Performance based
Equity
FR comprises salary and
other benefits (including
statutory superannuation). It is
benchmarked to our external
peers and is based on: role and
responsibility; business and
individual performance; internal
and external relativities; and
contribution, competencies and
capabilities.
As a unique, diversified and
truly international business,
it is important for CPU to
benchmark KMP salaries
against both ASX but also
international peers to ensure
we remain competitive in the
global talent pool within which
we operate.
50% of the STI assessment
is paid out in cash.
50% of the STI assessment
is paid in restricted shares
deferred for two years.
STI outcome based on business performance (measured via
financial and strategic non-financial objectives) and individual
performance (measured via financial, strategic and values-based
objectives).
The LTI aligns executives to
overall company performance
through two equally weighted
measures focused on strategic
business drivers and long-term
shareholder return. For FY2021,
on a transitional basis, this
comprises of:
Relative Total Shareholder
Return (rTSR).
Earning per share excluding
margin income (EPS ex MI);
Return on invested capital
(ROIC).
Subject to malus, clawback and forfeiture in circumstances
outlined in section 3.4.
56
OVERVIEW OF EXECUTIVE REMUNERATION FRAMEWORK
FIXED
REMUNERATION
Fixed
VARIABLE
REMUNERATION
STI
LTI
Base salary and superannuation
100%
Cash
50%
Securities deferred for 2 years
following performance period
50%
40% of award based on rTSR – performance measured at end of year 3
40%
30% of award based on EPS ex MI – performance measured at end of year 3
30% of award based on ROIC – performance measured at end of year 3
30%
30%
Full LTI award vests at the end of year 3 subject to above performance outcomes and service arrangements
YEAR 1
YEAR 2
YEAR 3
57 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT 3.3 SHORT TERM INCENTIVE PLAN
CEO & CFO
Other Executive KMP
What is the
opportunity?
For ‘at target’ performance, the CEO has the
opportunity to receive 83.3% of base salary and
the CFO has the opportunity to receive 60.3%.
The minimum STI outcome is 0% (if targets are not
met) and maximum is capped at 150% of target
opportunity.
For ‘at target’ performance, Executive KMPs have
the opportunity to receive 42.9% of base salary.
The minimum STI outcome is 0% (if targets are not
met), and maximum is capped at 175% of target
opportunity.
What are the
performance
hurdles?
Budgeted EBIT (25%)
Strategic Financial Objectives (50%)
Non-Financial Objectives (25%)
Budgeted EBITDA (35%)
Growth in EBIT ex MI (25%)
Strategic Objectives (15%)
Non-Financial Objectives (25%)
How is the
STI paid?
50% in cash, and 50% is deferred into restricted
shares held in deferral for two years following the
performance year.
50% of the STI assessment is paid in cash and
the remaining 50% delivered in deferred shares
(assuming ‘on target’ performance), with measures
aligned to each component.
Treatment of
deferred shares
The deferred shares are subject to service conditions, qualifying leaver provisions and participate in
dividends and/or distributions paid during the restricted period. The number of deferred shares allocated is
determined by dividing the amount to be deferred by the closing share price on the first trading day following
the release of annual results.
What is the
performance
period?
How are STI
payments
determined?
When do
the deferred
shares vest?
Other key features
The performance period for the FY2022 STI plan was 1 July 2021 to 30 June 2022.
STI is assessed at the end of the financial year on the following basis:
Budgeted EBIT/Budgeted EBITDA – At threshold achievement (90% of budget), 75% of STI associated
with the measure is paid out. Budget achievement results in 100% payout and stretch achievement
(120% of budget) pays out 150%. Straight-line vesting occurs between threshold, target and stretch.
Growth in EBIT ex MI – For FY2022, the Board set a scale whereby growth of 0% to 10% pays out linearly
between 0% and 200%. This component is not applicable to the CEO’s and CFO’s STI (but is for the
remaining KMP).
Strategic Financial Objectives – At the outset of the year, a set of goals that underpin the strategic agenda
for the year are selected by the Board for the CEO. Goals have a financial target attached to them. The CEO
does the same for the remaining KMPs. Assessment at the end of the financial year against set criteria
results in payout between 0% and 150%. The FY2022 criteria for the CEO and their assessment are listed in
detail in section 2.2.
Non-Financial Objectives – A set of non-financial objectives relating to customer, culture, risk management
and other metrics relevant for the year (such as management of Covid, Mergers & Acquisitions (M&A) and
capital management) are established by the Board for the CEO at the start of the financial year. The CEO
does the same for the remaining KMPs. The FY2022 objectives and their assessment is listed in detail for the
CEO in section 2.2. There is stretch in the STI plan such that for the CEO and CFO, there is a maximum payout
of 150% associated with these objectives and, for the remaining KMPs, a maximum payout of 200%.
Vesting occurs on the second anniversary of the grant date of the deferred equity and prior to vesting is held
subject to ongoing employment or qualifying leaver provisions.
The Board has the discretion to determine award outcomes for executives in certain circumstances such as
cessation of employment or a change of control, and also to cash settle awards on vesting if local regulations
or practices make it appropriate to do so.
58
3.4 LONG-TERM INCENTIVE PLAN
Computershare reverted to a traditional LTI plan in FY2022 after a transitional FY2021 LTI Plan was established as a specific
response to the uncertain environment in the early stages of the pandemic. The LTI plan evolution over the previous three plan
periods is shown below.
Up to FY2020
FY2021
transitional
50% EPS
50% SARs
50% rTSR
50% rTSR
FY2022 onwards
30% EPS ex MI
30% ROIC
40% rTSR
The FY2022 LTI Plan is granted entirely in Performance Rights
Who participates?
The CEO and CFO and other senior executives who are identified as being particularly important to the
longer-term future of Computershare.
What type of awards
are granted?
100% Performance Rights.
A Performance Right is a right to receive a Share, subject to meeting conditions noted below.
How is the size of any
award calculated?
In FY2022, the CEO received an LTI grant equal to 150% of his base salary to be performance tested
on 30 June 2024. For other KMP, the value of their LTI grant was in a range of 86% to 107% of their
base salary.
How is the number of
rights to be awarded
calculated?
Performance Rights – the number of performance rights awarded was calculated by dividing the
FY2022 LTI opportunity by the volume-weighted average price of Computershare shares over the five
trading days following the release of the Company’s FY2021 results on 10 August 2021.
What is the
performance period?
What are the
performance hurdles?
The FY2022 LTI plan will be tested over the period 1 July 2021 to 30 June 2024.
rTSR (40%)
The percentage of performance rights that vest, if any, will be determined by the Board with reference
to the percentile ranking achieved by the Company over the period, compared to the other entities in the
comparator group, as follows:
Relative TSR ranking within S&P/ASX 100
Below the 50th percentile
Equal to the 50th percentile
Between the 50th to 75th percentile
Performance Rights that vest
(% of opportunity tied to Performance Rights)
0%
50%
Progressive pro-rata vesting between 50% to 100%
(i.e., on a straight-line basis)
At or above the 75th percentile
100%
Average Management EPS ex MI growth (30%)
Requires management to deliver growth in the underlying business to the benefit of shareholders
without relying on interest rate increases over the next 3 years. EPS ex MI highlights the results directly
driven from management’s actions in setting and executing strategy for the underlying business.
The percentage of performance rights that vest, if any, will be determined by the Board with reference to
the following vesting schedule:
Average growth in Management EPS excl. MI
Performance Rights that vest
(% of opportunity tied to Performance Rights)
Below 5% per annum
5% per annum
Between 5% and 10% per annum
0%
50%
Progressive pro-rata vesting between 50% to 100%
(i.e., on a straight-line basis)
10% per annum or above
100%
59 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT What are the
performance hurdles?
Average Return on Invested Capital (30%)
Focuses management on improving and growing our underlying business, making earnings accretive
investments and at the same time ensures both are done with capital discipline. ROIC is measured
based upon management earnings (inclusive of tax but excluding interest expenses) and invested
capital inclusive of cash costs associated with restructuring and M&A integration. It will not include
gains or losses on sales of business or marked to market adjustments on derivatives. The percentage
of performance rights that vest, if any, will be determined by the Board with reference to the following
vesting schedule:
Average Return on Invested Capital
Below 11% per annum
11% per annum
Between 11% and 12.1% per annum
Performance Rights that vest
(% of opportunity tied to Performance Rights)
0%
50%
Progressive pro-rata vesting between 50% to 100%
(i.e., on a straight-line basis)
12.1% per annum or above
100%
Other key features
The Board has the discretion to determine award outcomes for executives in certain circumstances such
as cessation of employment or a change of control, and also to cash settle awards on vesting if local
regulations or practices make it appropriate to do so.
The LTI plan also includes both malus and clawback mechanisms that may be triggered in certain
circumstances, which include fraud, dishonesty or material misstatement of financial statements.
As at the date of this report, there are 1.1 million performance rights and 1.4 million SARs outstanding under the LTI plan. These
include 0.7 million performance rights that were granted to eligible executives in the financial year 2022 and which remain on
issue. These rights are due to vest in September 2024 (subject to performance against hurdles).
3.5 RETURN ON INVESTED CAPITAL (ROIC) METHODOLOGY
The following definition will be used to calculate ROIC for the FY2022 LTI Plan:
Adjusted ROIC = Management EBIT less tax ÷ Adjusted Invested Capital
[Adjusted Invested Capital = Net Debt + Equity + Post Tax costs associated with restructuring programs and M&A integration
(Management Adjusted Cost*)]
* Management Adjusted Cost is a cumulative adjustment starting FY2022 (similar to an increase in debt or equity) as opposed to
being an annual ‘one-off’.
In setting ROIC targets for the FY2022 LTI Plan, the significant capital deployed in the Wells Fargo acquisition and the inclusion
of cash costs associated with restructuring and M&A integration being included in the determination of Invested Capital has
been taken into account. Computershare expects to see the effect on EBIT of synergy benefits stemming from the Wells Fargo,
Corporate Creations and Equatex acquisitions from FY24 onwards.
The FY2022 LTI Plan’s Adjusted ROIC threshold target of 11% is above FY2021 Adjusted ROIC. Given this, Computershare considers
the FY2022 LTI Plan’s targets to be challenging in the current operating environment. The FY2022 annual adjusted ROIC was 11.9%.
As mentioned in the FY2021 remuneration report, for the purposes of the LTI plan, we have included those cash costs associated
with restructuring and business integrations which are dealt with as Management Adjustment items in our financial statements, as
part of the Invested Capital in our ROIC calculation methodology. Accordingly, a comparison between our historical reported ROIC
to our FY2022 LTI plan ROIC cannot be done due to the difference in definition between the two, with the LTI ROIC incorporating
the cash integration costs of recent acquisitions and ongoing cost out programs where the benefits of those programs will not
be fully realised until after FY2024, in line with the medium-term strategic plan, whereas the historical reported ROIC would only
include the benefits of these programs once realised.
3.6 OTHER REMUNERATION
Like all our employees, KMP can participate in the Group’s general employee share plans. An overview of these plans is disclosed in
note 41 of the financial statements
60
4. NON-EXECUTIVE DIRECTORS
Computershare’s total non-executive directors’ fee pool has a limit of AU $2.6 million. This limit was approved by shareholders in
November 2021, with the last increase occurring in 2014. This increase was important to ensure we can offer globally competitive
NED fees and expand our international director base in line with our global strategy.
Following an independent external review of NED fees, the Chair, PACC Committee and base board fees were all found to be well
below the median of our ASX20-60 comparator group while the fee paid to our US based NEDs was found to be well below US peer
companies. While these fees were raised effective July 2021 to ensure they remain competitive, the Chair’s fee still remains below
the median. Fees paid to our US-based NEDs were also increased above those of our directors based in other jurisdictions to help
address some of the market competition faced in attracting appropriately experienced and qualified US based directors. The Board
believes that the bespoke ‘dual fee’ approach will help attract requisite talent from around the world.
Fees paid to non-executive directors in FY2022 are set out in the below table.
Australia (AUD)
United States (USD)
United Kingdom (GBP)
Chairman’s
Fee
Base
Board
fee
Chair Risk
and Audit
Committee
Chair People
and Culture
Committee
$475,000
$170,000
$75,000
$40,000
n/a
n/a
$182,500
£93,500
n/a
n/a
n/a
n/a
Member
Risk and
Audit
Committee
Member
People and
Culture
Committee
$25,000
$18,750
£13,750
$20,000
$15,000
£11,000
These fees are inclusive of statutory superannuation where applicable. J Nendick, JM Velli and PJ Reynolds receive their director
fees in their local currency. No bonuses, either short or long term, are paid to non-executive directors. They are not provided with
retirement benefits.
5. KMP CONTRACTUAL ARRANGEMENTS
On appointment to the Board, all non-executive directors sign a formal appointment letter which includes details of their director
fees. Non-executive directors do not have notice periods and are not entitled to receive termination payments.
Except for the Group CEO, no director may be in office for longer than three years without facing re-election. Please refer to
Section 2 of the Corporate Governance Statement for further information on the Company’s re-election process.
Neither the Group CEO nor other executive KMP are employed under fixed-term arrangements with Computershare. Their notice
periods are based on contractual provisions and local laws (e.g., for the Group CEO and CFO and for those executives based in
Australia, this is 30 days’ notice).
On termination of employment, KMP are entitled to statutory entitlements in their respective jurisdictions of employment.
The Deferred Short-Term Incentive (DSTI) plan provides for full vesting on redundancy or termination by the Group other than for
cause. Under the LTI plan, subject to Board discretion otherwise, performance rights for ‘good leavers’ will not vest on cessation
of employment, but instead, a pro-rata proportion will be eligible to be retained by the executive and will be subject to vesting at
the end of the original performance period based on satisfaction of the applicable performance measures. Otherwise, subject in
some instances to local requirements in the jurisdictions where the Group operates, none of these executives would receive special
termination payments should they cease employment for any reason.
61 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT 6. STATUTORY REMUNERATION DISCLOSURES
Details of the nature and amount of each element of the total remuneration for each director and member of KMP for the
year ended 30 June 2022 are set out in the table below. Where remuneration was paid in anything other than USD, it has been
translated at the average exchange rate for the financial year (for example, the FY2022 USD/AUD average rate was 0.72702, the
FY2021 USD/AUD average rate was 0.74272).
6.1 REMUNERATION OF DIRECTORS AND OTHER KMP
Short-term
Long-term
Post
employ-
ment
benefits
Share-based
payments expense
Financial
Year
Salaries
and fees
Cash profit
share and
bonuses
$
$
Super-
annuation/
pension
$
Other1
$
Shares
$
Perfor-
mance
rights/
SARs2
$
Directors
SJ Irving5,7,8 2022 1,444,967
711,263
43,117
22,248
642,826 1,325,510
Expatriate
costs3
$
-
2021 1,386,881
658,410
23,161
13,403
768,175
420,101
30,146
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,229
16,183
14,997
14,098
12,614
17,134
16,113
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
AP Cleland7 2022
138,705
TL Fuller7
LM Gay7
SD Jones7
2021
2022
2021
2022
2021
2022
2021
123,502
162,550
160,106
140,705
132,773
329,462
259,786
CJ Morris3,7 2022
45,004
2021
118,835
J Nendick4,7 2022
155,969
2021
-
P Reynolds7 2022
143,368
136,376
197,500
169,143
JM Velli
Other KMP
ML
McDougall6,7,8
NSR
Oldfield6,8
2021
2022
2021
2022
2021
2022
2021
Other
Tax equal-
isation on
expatriate
benefits4
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
Other5,6
$
$
34,178 4,224,109
- 3,300,277
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
138,705
126,731
178,733
175,103
154,803
145,387
346,596
275,899
45,004
118,835
155,969
-
143,368
136,376
197,500
169,143
2,171 1,075,432
2,190
841,062
2,326 1,868,717
2,736 1,456,054
2,406 1,920,719
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
512,168
133,534
35,084
17,134
105,765
269,576
498,313
113,178
8,261
16,113
119,029
83,978
817,348
294,417
796,677
244,501
N Sarkar6,7,8 2022 1,032,650
230,230
2021 1,005,229
229,989
-
-
-
-
32,700
210,681
511,245
31,100
225,873
155,167
188,762
466,671
-
-
201,733
161,958
191,095
(62,026)
2,413 1,730,391
1 Other long-term remuneration comprises annual leave and long service leave.
2 Performance rights expense has been included in the total remuneration on the basis that it is considered probable at the date of this financial report
that the performance condition and service condition will be met. In future reporting periods, if the probability requirement regarding the non-market
performance condition or the service condition is not met, a credit to remuneration will be included consistent with the accounting treatment.
3 CJ Morris retired effective 11 November 2021.
4 J Nendick was appointed effective 21 September 2021.
5
In FY2020, SJ Irving localised in the UK following the termination of his expatriate assignment. During FY2021, he spent considerable time traveling to
and working from Australia as required of him by Computershare. This created a PAYG tax obligation in Australia; the organisation has agreed to provide
tax protection for tax obligations that arise during business travel and the payment of PAYG was made by the organisation on his behalf on a loan basis
with the understanding that foreign tax credits will be available to prevent double taxation of income. In the UK, upon tax return, the foreign tax credit
received was used to repay the loan. The residual amount due on the loan was written off and the writing off accrued in UK a tax charge, National
Insurance contribution charge on the beneficial loan and written off loan, and in Australia an FBT. In total, the cost to the company was $34,178, which
includes writing off the balance of the loan and the relevant tax charges. Given the global nature of the organisation and the amount of travel SJ Irving
is expected to undertake, a similar expense is expected on an ongoing basis.
6
‘Other’ includes benefits related to Computershare’s general employee share plan as detailed in note 41 of the financial statements.
7 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
8 The FY21 comparative share-based payment expense has been restated to correct the measurement of the fair value of the awards at the grant date,
and the service period over which this expense is recognised.
62
6.2 SHORT-TERM SALARY AND FEES, CASH PROFIT SHARE AND BONUSES, LONG-TERM OTHER, POST EMPLOYMENT BENEFITS
Directors
AP Cleland, TL Fuller, LM Gay, SD Jones and CJ Morris are paid in Australian dollars. Director fees for J Nendick, JM Velli and
PJ Reynolds are paid in local currency.
Group CEO and other executive KMP
All executive KMP receive their salary and other cash payments in their local currency.
Shares granted as remuneration under DSTI Plan
Set out below is a summary of shares granted under the DSTI plan and the maximum value of shares that are expected to vest in
the future if the vesting conditions are met:
Date
granted3
Number
granted
Number
vested
during
the year
Number
outstanding
end of
the year
(unvested)
Financial
year in
which grant
may vest
Value at
grant date
(if granted
this year)
Maximum
total value
of grant
yet to be
expensed
Vested Forfeited/
lapsed
SJ Irving
29/11/2019
27/11/2020
78,797
48,629
01/11/20211
55,840
FY20222
-
(78,797)
-
-
-
ML McDougall
29/11/2019
11,052
(11,052)
27/11/2020
5,416
01/11/20211
10,734
FY20222
-
-
-
-
NSR Oldfield
29/11/2019
21,606
(21,606)
27/11/2020
9,377
01/11/20211
19,990
FY20222
-
-
-
-
N Sarkar
29/11/2019
17,384
(17,384)
27/11/2020
7,374
01/11/20211
20,952
FY20222
-
-
-
-
1 Fair value at grant date 1 November 2021: AUD19.10
-
48,629
55,840
-
-
5,416
10,734
-
-
9,377
19,990
-
-
7,374
20,952
-
FY2022
FY2023
FY2024
-
FY2022
FY2023
FY2024
-
FY2022
FY2023
FY2024
-
FY2022
FY2023
FY2024
-
$
-
-
775,399
-
-
-
149,053
-
-
-
277,583
-
-
-
$
-
%
100%
27,041
286,590
518,738
-
-
-
-
100%
3,012
55,090
64,948
-
-
-
-
100%
5,214
102,595
214,937
-
-
-
-
100%
4,100
-
-
-
290,941
107,533
-
97,958
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2 Shares for the deferred portion of the 2022 STI will be granted October/November 2022. The number of shares is based on Computershare’s 5-day
VWAP from 10-16 August 2022: AUD23.60. As the grant date fair value cannot be determined at the reporting date, the maximum total value of grant yet
to be expensed is estimated based on Computershare’s 5-day VWAP, less the amount expensed during FY2022.
3 The grant date of prior year awards has been restated to correct the date both Computershare Limited and the KMP agree to the terms of the DSTI.
63 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT Performance rights
Performance rights granted under the LTI plan are for no consideration and carry no dividend or voting rights. Each performance
right carries an entitlement to one fully paid ordinary share in Computershare Limited. Details of rights granted under the LTI plan
in respect of the financial year FY2022 are set out in the table below and those rights granted to SJ Irving as Group CEO were
granted with approval under ASX Listing Rule 10.14.
Set out below is a summary of performance rights granted under the LTI plans.
Date
granted2
Number
granted
Number
vested
during
the year
Number
lapsed
during
the year
Number
outstanding
end of
the year
(unvested)
Financial
year in
which
grant
may vest
Value at
grant date
(if granted
this year)
Maximum
total value
of grant yet to
be expensed
SJ Irving
26/11/2018
129,707
25/11/2019
190,443
27/11/2020
103,809
29/11/20211
181,938
ML McDougall
26/11/2018
25,395
25/11/2019
39,103
27/11/2020
21,186
29/11/20211
36,835
NSR Oldfield
26/11/2018
49,612
25/11/2019
69,420
27/11/2020
37,553
29/11/20211
73,776
N Sarkar
26/11/2018
40,423
25/11/2019
53,504
27/11/2020
38,134
29/11/20211
65,562
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
$
-
-
-
$
-
-
203,925
(129,707)
-
FY2022
190,443
FY2023
103,809
FY2024
(25,395)
-
FY2022
181,938
FY2025
2,142,811
1,428,541
39,103
FY2023
21,186
FY2024
36,835
FY2025
433,835
69,420
FY2023
37,553
FY2024
73,776
FY2025
868,914
53,504
FY2023
38,134
FY2024
65,562
FY2025
772,173
-
-
-
-
-
-
-
-
-
-
-
41,618
289,223
-
-
73,770
579,276
-
-
74,911
514,782
(49,612)
-
FY2022
(40,423)
-
FY2022
-
-
-
-
-
-
-
-
-
-
-
-
Vested
%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Forfeited/
lapsed
%
100%
-
-
-
100%
-
-
-
100%
-
-
-
100%
-
-
-
1 Fair value at grant date November 2021: TSR – AUD13.63; ROIC – AUD17.91; EPS ex MI – AUD17.91
2 The grant date of prior year awards has been restated to correct the date both Computershare Limited and the KMP agree to the terms of the
performance rights.
SARs
SARs granted under the LTI plan are for no consideration and carry no dividend or voting rights. Each SAR carries an entitlement
to fully paid ordinary shares in Computershare Limited equivalent to the amount by which the underlying share price has increased
since the right was granted.
Set out below is a summary of SARs granted under the LTI plans.
Date
granted1
Number
granted
Number
vested
during
the year
Number
lapsed
during
the year
Number
outstanding
end of
the year
(unvested)
Financial
year in
which grant
may vest
Maximum
total value
of grant
yet to be
expensed
Vested Forfeited/
lapsed
SJ Irving
27/11/2020
367,406
ML McDougall 27/11/2020
NSR Oldfield
27/11/2020
N Sarkar
27/11/2020
74,983
132,912
134,967
-
-
-
-
-
-
-
-
367,406
74,983
132,912
134,967
FY2024
FY2024
FY2024
FY2024
$
230,713
47,086
83,462
84,753
%
-
-
-
-
1 The grant date of prior year awards has been restated to correct the date both Computershare Limited and the KMP agree to the terms of the SARs.
%
-
-
-
-
64
Shareholdings of KMP
The number of ordinary shares in Computershare Limited held during the financial year by each director and the other named KMP,
including details of shares granted as remuneration during the current financial year and ordinary shares provided as the result of
the exercise of remuneration options during the current financial year, are included in the table below.
Balance at
beginning of
the year
Vested
under
DSTI plan
On exercise
of options/
performance
rights
On market
purchases/
(sales)
Vested
Other
share
plans1
Directors
SJ Irving
AP Cleland
TL Fuller
LM Gay
SD Jones
CJ Morris2
J Nendick3
PJ Reynolds
JM Velli
Other KMP
ML McDougall
NSR Oldfield
N Sarkar
171,396
78,797
13,968
16,148
21,939
51,917
32,091,083
-
8,000
17,000
17,702
62,081
55,431
-
-
-
-
-
-
-
-
11,052
21,606
17,384
-
-
-
-
-
-
-
-
-
-
-
-
(78,797)
352
-
-
-
-
13,141
-
-
-
-
-
-
-
-
-
-
(26,142)
1,205
(6,297)
(27,384)
228
553
Value of
options/
performance
rights
exercised
Balance
at end of
the year
171,396
14,320
16,148
21,939
51,917
-
13,141
8,000
17,000
3,817
77,618
45,984
$
-
-
-
-
-
-
-
-
-
-
-
Other
-
-
-
-
-
-
-
-
-
-
-
- (32,091,083)
1 Vested Other share plans include shares vested related to Computershare’s general employee share plan as detailed in note 41.
2 CJ Morris retired effective 11 November 2021. His shareholding balance is from the beginning of the year to the date he ceased being a director. His final
shareholding is disclosed in the Other column.
3 J Nendick was appointed effective 21 September 2021. His shareholding balance is from the date of appointment to the end of the year.
Proportions of fixed and performance-related remuneration
The percentage value of total remuneration relating to the current financial year received by KMP that consists of fixed and
performance-related remuneration is as follows:
SJ Irving
AP Cleland
TL Fuller
LM Gay
SD Jones
CJ Morris
J Nendick
PJ Reynolds
JM Velli
ML McDougall
NSR Oldfield
N Sarkar
% of fixed/
non-performance
related
remuneration
% of total
remuneration
received as
cash bonus
(CSTI)
% of remuneration
received as
equity bonus
(DSTI)
% of total
remuneration
received as
performance
related rights/
options
36.56%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
52.68%
45.61%
53.88%
16.84%
15.22%
31.38%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12.42%
15.76%
11.99%
9.83%
11.27%
9.83%
25.07%
27.36%
24.30%
65 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT 6.3 OTHER
Loans and other transactions with directors and executives
CJ Morris has an interest in Colonial Leisure Group Jersey Limited. Computershare provided secretarial services to the entity on
ordinary commercial terms and conditions. Total value of services provided to 11 November 2021 was $3,468 (2021: $7,251).
As a result of SJ Irving’s travel and work in Australia, a PAYG tax obligation arose in Australia in respect to FY2021. The Company
agreed to provide tax protection for tax obligations that arise during business travel and a payment of PAYG was made on his
behalf on a loan basis with the understanding that foreign tax credits will be available to prevent double taxation of income. In the
UK, upon lodgement of the tax return, the foreign tax credit was used to repay the loan and the residual amount due on the loan
has been written off during the year (refer to section 6.1).
Total loans to KMP
SJ Irving
Total
Balance
1 July
2021
282,373
282,373
Interest
charged
Interest not
charged
-
-
4,090
4,090
Write-off
12,551
12,551
Balance
30 June
2022
29,877
29,877
Highest
balance in
period
282,373
282,373
As a matter of Board approved policy, the Group maintains a register of all transactions between directors and the consolidated
entity. It is established practice for any director to excuse himself or herself from discussion and voting upon any transaction
in which that director has an interest. The consolidated entity has a Board approved ethics policy governing many aspects of
workplace conduct, including management and disclosure of conflicts of interest.
Derivative instruments
As per Corporations Act 2001, Section 206J, Computershare’s policy forbids KMP to deal in derivatives designed as a hedge
against exposure to unvested shares and vested shares that are still subject to a disposal restriction in Computershare Limited.
Shares under option
Unissued ordinary shares in Computershare Limited under performance rights and share appreciation rights at the date of this
report are as follows:
Date granted
Performance rights
27/11/2020
29/11/2021
Share Appreciation Rights
27/11/2020
Financial year of expiry
Number of rights
2024
2025
2024
396,750
699,880
1,404,204
66
AUDITOR
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
Auditor’s independence declaration
A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided
immediately after this report.
Non-audit services
The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit duties
where the auditor’s expertise and experience with the Group are important.
The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy for engaging
PricewaterhouseCoopers for non-audit services are set out in the Corporate Governance Statement.
The directors are satisfied that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did not
compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
> No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that cannot
be undertaken).
> None of the services provided undermine the general principles relating to auditor’s independence, including reviewing or
auditing the auditor’s own work, acting in a management capacity or a decision-making capacity for the Group, acting as an
advocate for the Group or jointly sharing economic risks and rewards.
During the year, the following amounts were incurred in relation to services provided by PricewaterhouseCoopers and its
network firms.
1. Audit services
Audit and review of the financial statements and other audit work by PricewaterhouseCoopers Australia
Audit and review of the financial statements and other audit work by network firms of PricewaterhouseCoopers
Australia
2. Other services
Other assurance services performed by PricewaterhouseCoopers Australia
Other assurance services performed by network firms of PricewaterhouseCoopers Australia
Taxation services provided by network firms of PricewaterhouseCoopers Australia
Total Auditor’s Remuneration
ROUNDING OF AMOUNTS
2022
$000
1,347
3,961
2021
$000
989
3,328
5,308
4,317
519
4,861
231
5,611
10,919
461
2,146
463
3,069
7,386
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued
by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report.
Amounts in the Directors’ Report have been rounded off in accordance with that Class order to the nearest thousand dollars unless
specifically stated to be otherwise.
Signed in accordance with a resolution of the Directors.
SD Jones
Chairman
19 September 2022
SJ Irving
Chief Executive Officer
67 | COMPUTERSHARE | ANNUAL REPORT | 2022
DIRECTORS’ REPORT AUDITOR’S INDEPENDENCE DECLARATION
Auditor’s Independence Declaration
As lead auditor for the audit of Computershare Limited for the year ended 30 June 2022, I declare that
to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
Partner
PricewaterhouseCoopers
Melbourne
19 September 2022
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
PricewaterhouseCoopers, ABN 52 780 433 757
Liability limited by a scheme approved under Professional Standards Legislation.
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
68
FINANCIALS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2022
Revenue from continuing operations
Sales revenue
Dividends received
Interest received
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology costs
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method
Profit before related income tax expense
Income tax expense/(credit)
Profit for the year
Other comprehensive income that may be reclassified to profit or loss
Cash flow hedges and cost of hedging
Exchange differences on translation of foreign operations
Income tax relating to components of other comprehensive income
Total other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit for the year attributable to:
Members of Computershare Limited
Non-controlling interests
Total comprehensive income for the year attributable to:
Members of Computershare Limited
Non-controlling interests
Basic earnings per share (cents per share)
Diluted earnings per share (cents per share)
Note
2
2
3
32
6
2022
$000
2021
$000
2,562,059
2,281,131
500
2,494
1,249
781
2,565,053
2,283,161
51,435
50,893
1,874,932
1,675,327
324,683
47,930
60,045
295,462
38,655
54,867
2,307,590
2,064,311
545
389
309,443
270,132
81,663
80,933
227,780
189,199
(70,011)
(7,651)
(62,075)
68,114
6
23,276
(512)
(108,810)
59,951
118,970
249,150
227,659
188,974
121
225
227,780
189,199
119,211
248,366
(241)
784
118,970
249,150
4 37.71 cents 33.77 cents
4 37.62 cents 33.76 cents
The above consolidated statement of comprehensive income is presented in United States dollars and should be read in conjunction with the
accompanying notes.
69 | COMPUTERSHARE | ANNUAL REPORT | 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2022
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Receivables
Loan servicing advances
Financial assets at fair value through profit or loss
Inventories
Current tax assets
Prepayments
Assets classified as held for sale
Other current assets
Total current assets
NON-CURRENT ASSETS
Receivables
Investments accounted for using the equity method
Financial assets at fair value through profit or loss
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Intangibles
Other non-current assets
Total non-current assets
Total assets
CURRENT LIABILITIES
Payables
Borrowings
Lease liabilities
Current tax liabilities
Financial liabilities at fair value through profit or loss
Provisions
Deferred consideration
Mortgage servicing related liabilities
Liabilities classified as held for sale
Total current liabilities
NON-CURRENT LIABILITIES
Payables
Borrowings
Lease liabilities
Financial liabilities at fair value through profit or loss
Deferred tax liabilities
Provisions
Deferred consideration
Mortgage servicing related liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Total parent entity interest
Non-controlling interests
Total equity
Note
7
18
16
17
14
19
9
20
16
32
14
21
22
6
10
20
23
15
22
14
24
25
26
9
23
15
22
14
6
24
25
26
28
29
30
27
27
2022
$000
2021
$000
1,000,817
84,122
481,181
296,118
8,188
5,263
7,130
43,470
78,763
2,853
816,810
76,187
419,890
335,697
8,540
5,452
10,588
37,625
2,888
5,033
2,007,905
1,718,710
171
8,380
61,807
134,207
170,721
172,811
194
9,097
34,210
102,671
206,601
149,129
3,536,727
3,029,051
630
2,222
4,085,454
3,533,175
6,093,359
5,251,885
543,669
559,331
491,760
322,376
40,703
24,663
5,135
37,601
651
34,460
23,897
50,605
28,153
218
58,645
9,452
34,459
-
1,270,110
995,668
38,899
3,061
1,843,020
1,387,610
162,145
230,831
232,033
23,147
975
193,488
1,314
234,219
24,529
1,264
97,734
131,135
2,628,784
1,976,620
3,898,894
2,972,288
2,194,465
2,279,597
519,299
519,299
(113,082)
(7,052)
1,786,818
1,765,412
2,193,035
2,277,659
1,430
1,938
2,194,465
2,279,597
The above consolidated statement of financial position is presented in United States dollars and should be read in conjunction with the
accompanying notes.
70
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2022
Attributable to members of Computershare Limited
Contributed
Equity
$000
Note
Reserves
$000
Retained
Earnings
$000
Non-
controlling
Interests
$000
Total
$000
Total
Equity
$000
Total equity at 1 July 2021
Profit for the year
Cash flow hedges and cost of hedging
Exchange differences on translation of
foreign operations
Income tax (expense)/credits
Total comprehensive income for the year
Transactions with owners in their capacity
as owners:
Dividends provided for or paid
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2022
6
30
Total equity at 1 July 2020
Profit for the year
Cash flow hedges
Exchange differences on translation of
foreign operations
Income tax (expense)/credits
Total comprehensive income for the year
Transactions with owners in their capacity
as owners:
Dividends provided for or paid
Dividend reinvestment plan issues
Rights issue, net of transaction costs and tax
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2021
519,299
(7,052)
1,765,412
2,277,659
1,938
2,279,597
-
-
-
-
-
-
-
-
-
227,659
227,659
(70,011)
(61,713)
121
-
227,780
(70,011)
(362)
(62,075)
(70,011)
(61,713)
23,276
-
-
-
23,276
-
23,276
(108,448)
227,659
119,211
(241)
118,970
-
(206,253)
(206,253)
(267)
(206,520)
(23,698)
26,116
-
-
(23,698)
26,116
-
-
(23,698)
26,116
519,299
(113,082)
1,786,818
2,193,035
1,430
2,194,465
(172,496)
1,761,188
1,588,692
1,627
1,590,319
-
188,974
188,974
(7,651)
67,555
(512)
-
-
-
(7,651)
67,555
(512)
59,392
188,974
248,366
225
-
559
-
784
189,199
(7,651)
68,114
(512)
249,150
-
-
-
(184,750)
(184,750)
(473)
(185,223)
-
-
-
-
-
12,411
608,446
-
(16,271)
20,765
-
-
-
-
-
12,411
608,446
-
(16,271)
20,765
-
-
(16,271)
20,765
519,299
(7,052)
1,765,412
2,277,659
1,938
2,279,597
-
-
-
-
-
-
-
12,411
608,446
Transfer from share buy-back reserve
(101,558)
101,558
The above consolidated statement of changes in equity is presented in United States dollars and should be read in conjunction with the
accompanying notes.
71 | COMPUTERSHARE | ANNUAL REPORT | 2022
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Loan servicing advances (net)
Dividends received from associates, joint ventures and equity securities
Interest paid and other finance costs
Interest received
Income taxes paid
Net operating cash flows
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities and businesses (net of cash acquired)
Proceeds from/(payments for) intangible assets including MSRs
Proceeds from sale of associate
Proceeds from/(payments for) investments
Payments for property, plant and equipment
Net investing cash flows
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares – net of transaction costs
Payments for purchase of ordinary shares – share-based awards
Proceeds from borrowings
Repayment of borrowings
Loan servicing borrowings (net)
Dividends paid – ordinary shares (net of dividend reinvestment plan)
Purchase of ordinary shares – dividend reinvestment plan
Dividends paid to non-controlling interests in controlled entities
Lease principal payments
Net financing cash flows
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the financial year
Exchange rate variations on foreign cash balances
Cash and cash equivalents at the end of the year1
Note
2022
$000
2021
$000
2,586,419
2,424,285
(1,993,642) (1,880,709)
56,147
(68,681)
657
1,550
(81,323)
(77,664)
2,494
781
(76,217)
(92,926)
7(b)
494,535
306,636
(730,590)
(21,829)
(65,670)
(124,987)
15,850
-
(22,927)
15,875
(42,803)
(16,294)
(846,140)
(147,235)
-
607,820
(23,698)
(16,271)
1,426,761
286,772
(513,203)
(672,395)
(28,157)
41,202
(188,686)
(170,929)
(17,567)
(1,410)
(267)
(473)
(50,261)
(48,476)
604,922
253,317
816,810
25,840
185,241
597,313
(39,362)
34,256
1,030,765
816,810
1 Cash and cash equivalents at 30 June 2022 includes $29.9 million cash presented in the assets classified as held for sale line item in the consolidated
statement of financial position.
The above consolidated cash flow statement is presented in United States dollars and should be read in conjunction with the accompanying notes.
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
Results and key balances
2. Revenue and other income
3. Expenses
4. Earnings per share
5. Segment information
6.
7. Notes to the consolidated cash flow statement
8. Business combinations
9. Assets and Liabilities classified as held for sale
10. Intangible assets
Impairment
11.
Income tax expense and balances
Financial risk management
12. Hedge accounting
13. Financial risk management
14. Financial assets and liabilities at fair value through profit or loss
15. Borrowings
Other balance sheet items
16. Receivables
17. Loan servicing advances
18. Other financial assets
19. Inventories
20. Other assets
21. Property, plant and equipment
22. Leases
23. Payables
24. Provisions
25. Deferred consideration
26. Mortgage servicing related liabilities
Equity
27. Interests in equity
28. Contributed equity
29. Reserves
30. Retained earnings and dividends
Group structure
31. Details of controlled entities
32. Investments in associates and joint ventures
33. Deed of cross guarantee
34. Parent entity financial information
Unrecognised items
35. Contingent liabilities
36. Commitments
37. Capital expenditure commitments
38. Significant events after year end
Other disclosures
39. Related party disclosures
40. Key management personnel disclosures
41. Employee and executive benefits
42. Remuneration of auditors
73 | COMPUTERSHARE | ANNUAL REPORT | 2022
1. BASIS OF PREPARATION
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been
consistently applied to all the periods presented, unless otherwise stated. The financial report is for the consolidated entity
consisting of Computershare Limited and its controlled entities, referred to collectively throughout these financial statements as
the “consolidated entity”, “the Group” or “Computershare”.
Basis of preparation of full year financial report
This general purpose financial report for the reporting period ended 30 June 2022 has been prepared in accordance with
Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and the
Corporations Act 2001. Computershare Limited is a for-profit entity for the purpose of preparing financial statements.
This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting
period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Securities Exchange
Listing Rules.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
Compliance with IFRS
The financial statements of Computershare Limited and its controlled entities also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Historical cost convention
The financial statements have been prepared under the historical cost convention except for certain financial assets and liabilities
(including derivative instruments) measured at fair value through profit or loss.
Principles of consolidation
The consolidated financial statements include the assets and liabilities of the parent entity, Computershare Limited, and its
controlled entities.
All intercompany balances and transactions have been eliminated. Where an entity either began or ceased to be controlled during
the year, the results are consolidated only from the date control commenced or up to the date control ceased.
Financial statements of foreign controlled entities, associates and joint ventures presented in accordance with overseas accounting
principles are, for consolidation purposes, adjusted to comply with Group policy and Australian Accounting Standards.
Controlled entities
Controlled entities are all those entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Controlled entities are fully consolidated from the date on which control is transferred to the Group. They are
de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for the acquisition of controlled entities by the Group.
Investments in associated entities
Associates are all entities over which the Group has significant influence but not control or joint control. This generally
accompanies a shareholding of between 20% and 50% of the voting rights. Interests in associates are accounted for using the
equity method.
Investments in joint ventures
Joint ventures are arrangements where Computershare has joint control with another party over that arrangement and each party
has rights to the net assets of that arrangement. Joint control is the agreed sharing of control, which exists when decisions about
relevant activities require unanimous consent of parties sharing control. Interests in joint ventures are accounted for using the
equity method.
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling
and non-controlling interests to reflect their relative interests in the controlled entity. Any difference between the amount of the
adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity
attributable to owners of the parent entity.
Foreign currency
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in
US dollars as a significant portion of the Group’s activity is denominated in US dollars.
74
Transactions and balances
Foreign currency transactions are converted to US dollars at exchange rates approximating those in effect at the date of each
transaction. Amounts payable and receivable in foreign currencies at balance date are converted to US dollars at the average of
the buy and sell rates available on the close of business at balance date. Revaluation gains and losses are brought to account as
they occur.
Exchange differences relating to monetary items are included in profit or loss, as exchange gains or losses, in the period when the
exchange rates change, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.
Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency
are translated into the presentation currency as follows:
> Assets and liabilities for each presented statement of financial position are translated at the closing rate at the date of that
statement
>
Income and expenses for each statement of comprehensive income are translated at average exchange rates
> All resulting exchange differences are recognised in other comprehensive income
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings
and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and
reflected in equity.
Goodwill and fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and are translated at the closing rate.
Key estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the
circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom
equal the related actual results. The significant estimates and assumptions made in the current financial year are set out in the
relevant notes:
Note
6
6
8
10
11
14
Key accounting estimates and judgements
Provision for income tax
Deferred tax assets relating to carry forward tax losses
Accounting for business combinations
Intangibles – mortgage servicing rights
Impairment
Financial assets and liabilities at fair value through profit or loss
Rounding of amounts
The consolidated entity is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument
2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial
report. In accordance with this instrument, amounts in the financial report have been rounded off to the nearest thousand dollars,
or in certain cases, the nearest dollar.
New and amended accounting standards and interpretations adopted from 1 July 2021
The Group has adopted all relevant standards and amendments to accounting standards which became applicable to the Group
from 1 July 2021, including:
AASB 2020-8 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2
IBOR are interest rate benchmarks that are used in a wide variety of financial instruments such as derivatives, borrowing facilities
and deposit contracts. Examples of IBOR include ‘LIBOR’ (the London Inter-bank Offered Rate) and ‘EURIBOR’ (the Euro Inter-bank
Offered Rate). Historically, each IBOR has been calculated and published daily based on submissions by a panel of banks. Over
time, changes in inter-bank funding markets have meant that IBOR panel bank submissions have become based less on observable
transactions and more on expert judgement. Financial markets’ authorities reviewed what these changes meant for financial
stability, culminating in recommendations to reform major interest rate benchmarks.
As a result of these recommendations, many IBOR around the world have undergone reforms. LIBOR and other benchmark interest
rates have been replaced with alternative reference rates (ARRs). The cessation date for all tenors of GBP, CHF, EUR LIBOR and the
one week and two-month tenors for USD LIBOR was 31 December 2021. The cessation date for the remaining USD LIBOR tenors is
30 June 2023.
75 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AASB 2020-8 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform Phase 2 makes further
amendments to AASB 9, AASB 139, AASB 7, AASB 4 and AASB 16 to address issues that arise during the IBOR reform.
The amendments:
> provide practical expedients to account for changes in the basis for determining contractual cash flows as a result of
IBOR reform
> provide additional temporary reliefs from applying specific hedge accounting requirements to hedging relationships that are
directly affected by IBOR reform, and
>
require additional disclosures, including information about new risks arising from the IBOR reform, how the entity manages
transition to the alternative benchmark rate(s) and quantitative information about derivatives and non-derivatives that have yet
to transition.
The Group has certain arrangements which reference IBOR benchmarks. See notes 12 and 15 for relevant disclosures pertaining to
IBOR reform relating to borrowings and hedging. The Group did not hold any lease arrangements with variable payments linked to
IBOR during the period.
2. REVENUE AND OTHER INCOME
Sales revenue
Revenue from contracts with customers
Dividends received
Interest received
Total revenue from continuing operations
Other income
Gains on MSR related transactions
Gain on disposal of Euroclear Holding SA/NV
Gain on disposal of Milestone Group Pty Ltd
Gain on disposal of Private Capital Solutions client accounts
Rent received
Other
Total other income
2022
$000
2021
$000
2,562,059
2,281,131
500
2,494
1,249
781
2,565,053
2,283,161
25,850
-
16,427
2,090
1,007
6,061
51,435
31,450
11,241
-
-
993
7,209
50,893
Sales revenue
Revenue is recognised in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the provider of the goods or services expects to be entitled. This involves following a five-step model of
revenue recognition:
>
>
Identifying the contract with a customer
Identifying performance obligations under the contract
> Determining the transaction price
> Allocating the transaction price to performance obligations under the contract
> Recognising revenue when Computershare satisfies its performance obligations
Integrated services
Integrated services customer contracts for registry maintenance, employee plans management, trust management, loan services
and some recurring contracts in communication services include an obligation to perform an unspecified number of tasks to
provide an integrated service over the contract period, where Computershare is compensated over the contract term whether or
not any specific activities are required to be performed. In these situations, the Group has a stand-ready obligation to perform any
of the tasks constituting the integrated service whenever needed, which is considered one performance obligation.
Typically, the consideration that Computershare is entitled to for satisfying performance obligations can vary in line with
underlying measures, such as the number of shareholders or participants in an employee share plan. For the purposes of recording
revenue, the Group estimates the amount of variable consideration it is entitled to, only to the extent that it is highly probable that
a significant reversal in the cumulative amount of revenue recognised will not occur.
In some instances, particularly for smaller clients, consideration may be fixed. This fixed consideration is recognised as revenue
over the contract term by measuring progress towards complete satisfaction of the underlying performance obligation, which is
generally on a straight-line basis. Revenue for provision of shareholder meetings (considered a separate performance obligation) is
recognised at a point in time when the meeting service has been provided.
76
The Group sometimes provides services on an ad-hoc basis over the contract period, where those services do not form a part of a
stand-ready obligation (e.g, property valuations). Each of these individual tasks is classified as a separate performance obligation
and the allocated fee is recognised once that performance obligation has been completed.
Corporate actions, stakeholder relationship management, class actions
For corporate actions, stakeholder relationship management, class actions, bankruptcy administration and some communication
services contracts, each customer contract is a separate performance obligation and revenue related to these contracts is typically
variable. For contracts that qualify for over time revenue recognition, revenue is recognised in line with contractual charging
arrangements for variable fees as they reflect the transfer of benefit to the customer.
Margin income
Margin income is part of variable consideration related to customer contracts and is recognised when it becomes receivable.
Upfront fees
Where work reflected by the upfront fees charged to clients is classified as a fulfilment activity, the associated revenue is
recognised straight line over the relevant contract term. In those instances where the upfront fees represent a separate
performance obligation, the associated revenue is recognised at a point in time when that performance obligation is satisfied.
Discounts and rebates
Where a contract includes a variable amount, the consolidated entity determines the transaction price with regard to any variable
consideration it is entitled to. The estimated consideration can sometimes vary due to discounts and rebates. Accumulated
experience is used to estimate the highly probable amount of variable consideration to be recognised.
Interest and dividend income
Interest income on deposits is recognised using the effective interest method. Dividends are recognised as revenue when the right
to receive payment is established.
3. EXPENSES
Profit before tax includes the following specific expenses:
Depreciation and amortisation
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Total depreciation
Amortisation of intangible assets
Amortisation of mortgage servicing related liabilities
Total amortisation (net)
Total depreciation and amortisation
Finance costs
Interest expense
Borrowings and derivatives
Lease liabilities
Other
Loan facility fees and other borrowing expenses
Total finance costs
Other operating expense items
Technology spending – research and development
Employee entitlements (excluding superannuation and other pension) expense
Superannuation and other pension expenses
2022
$000
2021
$000
28,485
42,516
71,001
31,885
43,146
75,031
237,547
204,687
(34,528)
(40,428)
203,019
274,020
164,259
239,290
44,978
38,047
7,825
2,456
4,786
8,343
4,084
4,393
60,045
54,867
118,380
1,128,550
55,247
100,741
953,359
48,841
Profit before tax includes the following individually significant expenses. Further information is included in note 4.
Individually significant items
Acquisition related integration expenses
Acquisition and disposal related expenses
77 | COMPUTERSHARE | ANNUAL REPORT | 2022
61,522
16,310
30,969
10,227
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Depreciation and amortisation
Refer to notes 10, 21, 22 and 26 for further details on depreciation and amortisation.
Finance costs
Finance costs are recognised as an expense when they are incurred.
Technology spending – research and development
These are operating expenses incurred on research and development activities.
Employee entitlements
Employee entitlements include salaries and wages, leave entitlements, incentives and share-based payment awards. The Group’s
accounting policy for liabilities associated with employee benefits is set out in notes 23 and 24. The policy relating to share-based
payments is set out in note 41.
Superannuation and other pension expenses
The Group makes contributions to various defined contribution superannuation and pension plans. The Group has no further payment
obligations once the contributions have been paid. The contributions are recognised as expenses when they become payable.
4. EARNINGS PER SHARE
Year ended 30 June 2022
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
Earnings per share (cents per share)
37.71 cents
37.62 cents
57.95 cents
57.81 cents
Reconciliation of earnings
Profit for the year
Non-controlling interest (profit)/loss
Add back management adjustment items (see below)
$000
$000
$000
$000
227,780
227,780
227,780
227,780
(121)
-
(121)
-
(121)
(121)
122,212
349,871
122,212
349,871
Net profit attributable to the members of Computershare Limited
227,659
227,659
Weighted average number of ordinary shares used as denominator in
calculating earnings per share
603,729,336
605,218,571
603,729,336
605,218,571
Year ended 30 June 2021
Earnings per share (cents per share)
Reconciliation of earnings
Profit for the year
Non-controlling interest (profit)/loss
Add back management adjustment items (see below)
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
33.77 cents
33.76 cents
50.71 cents
50.69 cents
$000
$000
$000
$000
189,199
189,199
189,199
189,199
(225)
-
(225)
-
(225)
(225)
94,762
283,736
94,762
283,736
Net profit attributable to the members of Computershare Limited
188,974
188,974
Weighted average number of ordinary shares used as denominator in
calculating earnings per share
559,519,258
559,747,063
559,519,258
559,747,063
Reconciliation of weighted average number of shares used as the denominator:
2022
Number
2021
Number
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share
603,729,336
559,519,258
Adjustments for calculation of diluted earnings per share:
Share appreciation rights
Performance rights
590,415
898,820
91,168
136,637
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in
calculating diluted earnings per share
605,218,571
559,747,063
78
Calculation of earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing profit attributable to members of Computershare Limited by the weighted
average number of ordinary shares outstanding during the financial year.
Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit attributable to members of Computershare Limited by the weighted
average number of ordinary shares outstanding during the financial year, adjusted for the effects of dilutive potential ordinary
shares in the employee Long-Term Incentive Plan (see note 41b).
No employee performance rights or share appreciation rights have been issued since year end.
Management basic earnings per share
Management basic earnings per share exclude certain items. Management adjusted results are used, along with other measures, to
assess operating business performance. The Group believes that exclusion of certain items provides better analysis of the Group’s
performance on a comparative basis and provides a better measure of underlying operating performance. The net profit used in
the management earnings per share calculation is adjusted for management adjustment items net of tax.
For the year ended 30 June 2022 management adjustment items include the following:
Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Gain on disposal
Other
Major restructuring costs
Marked to market adjustments – derivatives
Voucher services impairment
Total management adjustment items
Gross
$000
Tax effect
$000
Net of tax
$000
(84,872)
21,491
(63,381)
(61,522)
(16,310)
14,689
(46,833)
4,110
(12,200)
18,516
(4,586)
13,930
(16,966)
621
(1,069)
3,830
(144)
(13,136)
477
-
(1,069)
(161,602)
39,390
(122,212)
Management adjustment items
Management adjustment items net of tax for the year ended 30 June 2022 were as follows:
Amortisation
> Customer relationships and most of other intangible assets that are recognised on business combinations or major asset
acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The
amortisation of these intangibles in the year ended 30 June 2022 was $63.4 million. Amortisation of mortgage servicing rights,
certain acquired software as well as intangibles purchased outside of business combinations is included as a charge against
management earnings. Amortisation relating to intangible assets recognised for the corporate trust acquisition in FY22 net of
tax was $25.2 million.
Acquisitions and disposals
> Acquisition-related integration expenses are associated mainly with the integration of the newly acquired corporate trust
business ($26.0 million) and the ongoing integration of Equatex including the rollout of the acquired software ($20.1 million).
> Acquisition-related expenses of $9.6 million were incurred for the acquisition of the corporate trust business from Wells Fargo
and $0.1 million was spent on the acquisition of Worldwide Incorporators Ltd. Disposal costs related to the planned sale of
UK mortgage services amounted to $2.5 million during the reporting period.
> Disposal of the Group’s investment in Milestone Group Pty Ltd resulted in an after-tax gain of $12.4 million. The consolidated
entity also recorded a gain of $1.5 million on the sale of Private Capital Solutions client accounts in Canada.
79 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other
> Costs of $13.1 million were incurred in respect of major restructuring programmes spanning several years such as UK mortgage
services, continued property rationalisation, as well as a new initiative to transform the global finance and people functions.
> Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives in hedge
relationships is taken to profit or loss in the statutory results. The impact in the current reporting period was a gain of
$0.5 million.
> As the remaining forecast cash flows of Computershare’s Voucher Services continue being realised, an impairment charge of
$1.1 million was booked against goodwill related to this business. As the Voucher Services portfolio continues to run-off it is
expected that the remaining goodwill of $10.0 million will be written off in the coming years.
For the year ended 30 June 2021 management adjustment items were as follows:
Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related expenses
Gain on disposal
Other
Major restructuring costs
Reversal of provision
Marked to market adjustments – derivatives
Total management adjustment items
5. SEGMENT INFORMATION
Gross
$000
Tax effect
$000
Net of tax
$000
(57,119)
14,398
(42,721)
(41,196)
7,578
(33,618)
11,241
(2,136)
9,105
(36,113)
6,958
(29,155)
4,428
(1,188)
3,240
(2,304)
691
(1,613)
(121,063)
26,301
(94,762)
In accordance with AASB 8 Operating Segments, the Group has identified its operating segments to be the following global
business lines:
a. Issuer Services
b. Mortgage Services & Property Rental Services
c. Employee Share Plans & Voucher Services
d. Business Services
e. Communication Services & Utilities
f. Computershare Corporate Trust
g. Technology Services
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate
governance and related services. Mortgage Services & Property Rental Services comprise mortgage servicing and related
activities, together with tenancy deposit protection services in the UK. Employee Share Plans & Voucher Services comprise
the provision of administration and related services for employee share and option plans, together with Childcare Voucher
administration in the UK. Business Services comprises the provision of bankruptcy and class actions administration services and
the legacy corporate trust operations in Canada and the US. Communication Services and Utilities operations comprise document
composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Computershare
Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US. Technology
Services comprise the provision of software specialising in share registry and financial services.
There is a corporate function which includes entities whose main purpose is to hold intercompany investments and conduct
financing activities. It is not considered an operating segment and includes activities that are not allocated to other operating
segments.
The operating segments presented reflect the manner in which the Group is internally managed and the financial information
reported to the chief operating decision maker (CEO). The Group has determined the operating segments based on the reports
reviewed by the CEO that are used to make strategic decisions and assess performance. The key segment performance measure is
based on management adjusted earnings before interest and tax (management adjusted EBIT).
80
OPERATING SEGMENTS
June 2022
Total segment revenue
and other income
Intersegment revenue
External revenue and
other income
Revenue by geography:
Asia
Australia & New Zealand
Canada
Continental Europe
UK, Channel Islands,
Ireland & Africa
United States
Employee
Share
Plans &
Voucher
Services
$000
Communi-
cation
Services &
Utilities
$000
Mortgage
Services &
Property
Rental
Services
$000
Computer-
share
Corporate
Trust
$000
Business
Services
$000
Issuer
Services
$000
Technology
Services
$000
Total
$000
1,009,403
341,846
349,339
587,217
170,578
335,951
238,538
3,032,872
(29,902)
(1,814)
(168,784)
-
(1,295)
-
(238,519)
(440,314)
979,501
340,032
180,555
587,217
169,283
335,951
19
2,592,558
74,660
122,793
86,407
54,312
42,233
13,696
21,044
9,094
-
83,450
14,645
32,216
-
-
-
-
-
-
70,748
-
111,184
199,775
8,620
161,143
9,580
-
-
-
-
-
530,145
54,190
41,624
426,074
88,955
335,951
-
19
-
-
-
-
116,893
219,958
192,844
95,622
490,302
1,476,939
979,501
340,032
180,555
587,217
169,283
335,951
19
2,592,558
Management adjusted EBIT
263,654
84,478
29,314
25,168
39,483
86,161
4,216
532,474
June 2021
Total segment revenue
and other income
Intersegment revenue
External revenue and
other income
Revenue by geography:
Asia
Australia & New Zealand
Canada
Continental Europe
UK, Channel Islands,
Ireland & Africa
United States
1,026,870
335,428
341,289
608,965
211,480
(27,566)
(2,410)
(171,597)
-
(1,313)
999,304
333,018
169,692
608,965
210,167
116,527
117,155
80,465
58,767
44,806
13,260
19,430
10,688
-
82,951
8,714
31,405
-
-
-
-
-
-
71,568
-
104,612
188,047
7,742
158,835
9,272
521,778
56,787
38,880
450,130
129,327
999,304
333,018
169,692
608,965
210,167
Management adjusted EBIT
276,159
82,051
26,035
10,001
51,078
-
-
-
-
-
-
-
-
-
-
-
225,337
2,749,369
(225,301)
(428,187)
36
2,321,182
-
26
10
-
-
-
161,333
213,392
180,187
100,860
468,508
1,196,902
36
2,321,182
1,465
446,789
81 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Sales
between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment
revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.
Segment revenue reconciles to total revenue from continuing operations as follows:
Total operating segment revenue and other income
Intersegment eliminations
Other income
Corporate revenue
Total revenue from continuing operations
2022
$000
2021
$000
3,032,872
2,749,369
(440,314)
(428,187)
(32,797)
(39,652)
5,292
1,631
2,565,053
2,283,161
Management adjusted EBIT
Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes
that exclusion of certain items permits a better analysis of the Group’s performance on a comparative basis and provides a better
measure of underlying operating performance.
A reconciliation of management adjusted EBIT to operating profit before income tax is provided as follows:
Management adjusted EBIT – operating segments
Management adjusted EBIT – corporate
Management adjusted EBIT
Management adjustment items (before related income tax effect):
Amortisation of intangible assets
Acquisition related integration expenses
Acquisition and disposal related expenses
Major restructuring costs
Gain on disposals
Reversal of provision
Marked to market adjustments - derivatives
Voucher Services impairment
Total management adjustment items (note 4)
Finance costs
Profit before income tax from continuing operations
Geographical Information
Australia
United Kingdom
United States
Canada
Hong Kong
Switzerland
Other countries
Total
532,474
446,789
(1,384)
(727)
531,090
446,062
(84,872)
(57,119)
(61,522)
(30,969)
(16,310)
(10,227)
(16,966)
(36,113)
18,516
-
621
11,241
4,428
(2,304)
(1,069)
-
(161,602)
(121,063)
(60,045)
(54,867)
309,443
270,132
Geographical allocation of
external revenue
Geographical allocation of
non-current assets
2022
$000
2021
$000
2022
$000
2021
$000
208,964
203,404
186,015
198,693
342,564
324,983
153,602
217,312
1,451,690
1,185,405
2,836,498
2,200,938
192,777
180,245
156,104
173,453
116,659
160,752
65,852
69,851
98,929
73,039
378,673
402,806
153,470
155,333
74,094
86,785
2,565,053
2,283,161
3,850,838
3,349,838
Revenues are allocated based on the countries in which the entities are located. The parent entity is domiciled in Australia.
Revenue from external customers in countries other than Australia amounts to $2,356.1 million (2021: $2,079.8 million).
Non-current assets exclude financial instruments and deferred tax assets and are allocated to countries based on where the assets
are located. Non-current assets held in countries other than Australia amount to $3,664.8 million (2021: $3,151.1 million).
82
6. INCOME TAX EXPENSE AND BALANCES
The income tax expense represents tax on the pre-tax accounting profit adjusted for income and expenses never to be assessed
or allowed for taxation purposes. This is also adjusted for changes in deferred tax assets and liabilities attributable to temporary
differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements and unused
tax losses. The income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period.
Income tax expense is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, tax is also recognised in other comprehensive income or directly in equity, respectively.
(a) Income tax expense
Current tax expense
Current tax expense
Under/(over) provided in prior years
Total current tax expense
Deferred tax expense/(credit)
Decrease/(increase) in deferred tax assets
(Decrease)/increase in deferred tax liabilities
Total deferred tax expense/(credit)
Total income tax expense
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
Prima facie income tax expense thereon at 30%
Variation in tax rates of foreign controlled entities
Tax effect of permanent differences:
Withholding tax not creditable
Effect of changes in tax rates and laws
US state franchise tax
Disposal of investment in Milestone Group Pty Ltd
Prior year tax (over)/under provided
Voucher Services goodwill impairment
Non-deductible expenses related to Wells Fargo acquisition
Net other
Income tax expense/(credit)
(c) Amounts recognised directly in equity
Deferred tax – share-based remuneration
Deferred tax – share rights issue costs
(d) Tax credit/(expense) relating to items of other comprehensive income
Cash flow hedges
Net investment hedges
83 | COMPUTERSHARE | ANNUAL REPORT | 2022
2022
$000
2021
$000
90,118
394
90,512
56,058
(1,479)
54,579
(581)
17,014
(8,268)
(8,849)
81,663
9,340
26,354
80,933
309,443
270,132
92,833
81,040
(15,702)
(4,357)
2,192
(1,410)
1,144
(898)
394
321
76
2,713
81,663
1,353
(38)
892
-
(1,479)
-
1,823
1,699
80,933
1,602
-
398
626
1,602
1,024
18,203
5,073
23,276
2,244
(2,756)
(512)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (e) Unrecognised tax losses
As at 30 June 2022, companies within the consolidated entity had estimated unrecognised tax losses of $0.2 million
(2021: $4.1 million) available to offset against future years’ taxable income.
Deferred tax balances
Deferred tax assets and liabilities are recognised for temporary differences calculated at the tax rates expected to apply when the
differences reverse. Deferred tax assets are recognised for deductible temporary differences and unused tax losses to the extent it
is probable that future taxable amounts will be available to utilise them. Deferred tax assets and liabilities are offset when there is a
legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation
authority.
Deferred tax assets and liabilities are not recognised for temporary differences between the carrying amount and tax bases of
investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences
and it is probable that the differences will not reverse in the foreseeable future.
Deferred tax assets
The balance comprises temporary differences attributable to:
Tax losses
Employee benefits
Property, Plant & Equipment
Deferred revenue
Doubtful debts
Provisions
Finance leases
Other creditors & accruals
Financial instruments and foreign exchange
Share based remuneration
Intangibles
Mortgage servicing related liabilities
Other
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions
Net deferred tax assets
Movements during the year
Opening balance at 1 July
Currency translation difference
Credited/(charged) to profit or loss
Credited/(charged) to equity
Credited/(charged) to other comprehensive income
Set-off of deferred tax liabilities
Closing balance at 30 June
2022
$000
6,440
8,953
3,346
4,877
3,202
15,399
43,212
15,331
120,903
8,558
23,726
35,243
5,815
2021
$000
33,200
9,409
4,719
3,145
3,194
20,125
47,560
8,689
67,854
5,389
28,357
44,204
3,195
295,005
279,040
(122,194)
(129,911)
172,811
149,129
149,129
161,153
(8,983)
10,370
581
(17,014)
1,602
22,766
7,716
1,024
(2,756)
(3,648)
172,811
149,129
The total deferred tax assets expected to be recovered after more than 12 months amounts to $189.0 million (2021: $163.6 million).
84
Deferred tax liabilities
The balance comprises temporary differences attributable to:
Goodwill
Intangible assets
Right-of-use assets
Financial instruments and foreign exchange
Property, Plant & Equipment
Other
Total deferred tax liabilities
Set-off of deferred tax assets pursuant to set-off provisions
Net deferred tax liabilities
Movements during the year:
Opening balance at 1 July
Currency translation difference
Charged/(credited) to profit or loss
Charged/(credited) to other comprehensive income
Set-off of deferred tax assets
Arising from acquisitions/(disposals)
Other
Closing balance at 30 June
2022
$000
2021
$000
210,641
65,354
37,940
32,779
4,071
3,442
206,053
110,711
41,104
298
3,616
2,348
354,227
364,130
(122,194)
(129,911)
232,033
234,219
234,219
227,342
(2,843)
(8,268)
1,388
7,716
-
(179)
3,116
9,341
(309)
(3,648)
(1,623)
-
232,033
234,219
The total deferred tax liabilities expected to be settled after more than 12 months amount to $317.2 million (2021: $287.9 million).
Key estimates and judgements
The Group is subject to income taxes in Australia and jurisdictions where it has foreign operations. Significant judgement is
required in determining the provision for income taxes. There are many transactions and calculations undertaken during the
ordinary course of business for which the ultimate tax determination is uncertain. Where the final outcome is different from
the amounts that were initially recognised, such differences will impact the current and deferred tax provisions in the period in
which such determination is made.
The Group has recognised deferred tax assets relating to carried forward tax losses to the extent that it is probable that future
taxable profits will be available against which these assets can be utilised. The assumptions regarding future utilisation, and
therefore the recognition of deferred tax assets, may change due to future operating performance and other factors.
85 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 7. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
(a) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, and short-term deposits with original maturities of three months
or less that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value, net of
outstanding bank overdrafts. Cash and cash equivalents exclude broker client deposits reflected in the statement of financial
position that are recorded as other current financial assets.
Cash and cash equivalents in the consolidated cash flow statement are reconciled to the consolidated statement of financial
position as follows:
Shown as cash and cash equivalents in the consolidated statement of financial position
Shown as cash and cash equivalents in the assets held for sale line item of the consolidated statement of financial
position (refer to note 9)
Cash and cash equivalents in the consolidated cash flow statement
(b) Reconciliation of net profit after income tax to net cash from operating activities
Net profit after income tax
Adjustments for:
Depreciation and amortisation
Net (gain)/loss from disposal of associate
Net (gain)/loss on asset disposals and revaluation of assets
Net (gain)/loss on lease modifications and terminations
Share of net (profit)/loss of associates and joint ventures accounted for using equity method
Amortisation of USD senior note fair value adjustment to interest expense
Employee benefits – share based expense
Voucher Services impairment charge
Fair value adjustments
Changes in assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventories
(Increase)/decrease in loan servicing advances
(Increase)/decrease in other current assets
Increase/(decrease) in payables and provisions
Increase/(decrease) in tax balances
Net cash and cash equivalents from operating activities
(c) Reconciliation of liabilities arising from financing activities
2022
$000
2021
$000
1,000,817
816,810
29,948
-
1,030,765
816,810
227,780
189,199
274,020
239,290
(16,427)
-
(27,940)
(40,987)
3,169
(545)
13,761
(389)
(18,770)
(20,960)
24,479
1,069
20,618
-
(621)
2,304
(66,942)
35,359
(29)
(141)
56,147
(68,681)
(7,865)
3,518
41,563
5,447
(54,262)
(11,993)
494,535
306,636
Opening balance at 1 July 2021
322,376
1,387,610
50,605
193,488
204
1,954,283
Current
borrowings
$000
Non-current
borrowings
$000
Current
lease
liabilities
$000
Non-current
lease
liabilities
$000
Cross
currency
swap
$000
Total
$000
Cash flows
Non-cash changes:
Acquisitions of entities and businesses
Additions
Fair value adjustments
Transfers and other
(248,158)
1,145,985
(50,261)
-
(12,426)
835,140
-
-
-
-
-
1,827
8,162
4,689
13,341
-
-
9,989
18,030
(108,669)
-
-
17,913
(90,756)
483,380
(488,826)
38,629
(38,628)
-
-
(5,445)
(5,783)
Liabilities classified as held for sale
-
-
(2,570)
(3,213)
Currency translation difference
Balance at 30 June 2022
1,733
(93,080)
(2,216)
(11,005)
(973)
(105,541)
559,331
1,843,020
40,703
162,145
4,718
2,609,917
(d) Acquisitions and disposals of businesses
For details of businesses acquired during the year and related cash flows refer to note 8.
86
8. BUSINESS COMBINATIONS
The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the
shareholders. The following controlled entities and businesses were acquired by the consolidated entity at the date stated and their
operating results have been included in the Group’s results from the acquisition date. Where goodwill is marked as provisional,
identification and valuation of net assets acquired will be completed within a 12-month measurement period in accordance with the
Group’s accounting policy.
(a) On 1 November 2021, Computershare acquired the assets of Wells Fargo corporate trust services (CCT), a leading US based
provider of trust and agency services to government and corporate clients. Total consideration was $725.6 million. The
acquisition is a highly strategic fit with Computershare’s existing Canadian and US corporate trust operations and is expected to
increase scale and market share in the US corporate trust market.
Acquisition related costs of $13.1 million are included in direct services in the statement of comprehensive income.
This business combination contributed $331.3 million to the total revenue and $64.5 million net profit of the Group for the period
of 1 November 2021 to 30 June 2022. If the acquisition had occurred on 1 July 2021, the total revenue and net profit contribution
would have been $474.9 million and $74.1 million respectively.
Details of the acquisition are as follows:
Cash consideration
Total purchase consideration
Less fair value of identifiable net assets acquired
Provisional goodwill on consolidation
$000
725,600
725,600
(595,489)
130,111
The goodwill recognised is deductible for tax purposes. The purchase price accounting remains provisional at year end due to
the size and complexity of the acquisition.
Assets and liabilities arising from this acquisition are as follows:
Trade and unbilled receivables1
Loan servicing advances
Customer relationships
Software
Right-of-use assets
Property, plant and equipment
Accruals
Contract liabilities – current2
Contract liabilities – non-current2
Lease liabilities
Provisions
Mortgage servicing related liabilities
Net assets
Purchase consideration:
Inflow/(outflow) of cash to acquire the entities, net of cash acquired:
Cash consideration
Net inflow/(outflow) of cash
Fair value
$000
30,840
16,568
595,500
3,443
10,150
18,140
(8,327)
(16,127)
(40,347)
(9,989)
(2,992)
(1,370)
595,489
$000
(725,600)
(725,600)
1 The fair value of acquired trade receivables is $21.8 million. The gross contractual amount due is $23.6 million, with a loss allowance of $1.8 million
recognised on acquisition.
2 Deferred revenue.
87 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(b) On 8 October 2021, Computershare acquired 100% of Worldwide Incorporators Ltd., a registered agent business based in
Delaware, US. Total consideration was $1.0 million. This business combination is not material to the Group.
Details of the acquisition are as follows:
Cash consideration
Total purchase consideration
Less fair value of identifiable assets acquired
Provisional goodwill on consolidation
$000
963
963
(272)
691
The goodwill recognised is deductible for tax purposes.
(c) On 1 April 2022, Computershare acquired the assets of the aircraft leasing business of Wells Fargo. Cash consideration received
was $3.7 million, which was equal to the net liabilities taken on by Computershare, leading to provisional goodwill of nil. This
business combination is included in the Computershare Corporate Trust segment and is not material to the Group.
Details of the acquisition are as follows:
Cash consideration received
Total consideration received
Less fair value of identifiable net liabilities acquired
Provisional goodwill on consolidation
$000
3,744
3,744
(3,744)
-
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a controlled entity comprises the fair value of
the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also
includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the
controlled entity.
Acquisition-related costs are expensed as incurred. Identifiable assets acquired as well as liabilities and contingent liabilities
assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
Within 12 months of completing the acquisition, identifiable intangible assets are valued and separately recognised in the statement
of financial position. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either
at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair
value of any previous equity interest in the acquiree over the fair value of the Group’s share of the net identifiable assets acquired
is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the controlled entity acquired
and the measurement of all amounts has been reviewed, the difference is recognised directly in profit or loss as a gain on bargain
purchase.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently re-measured to fair value with changes in fair value recognised in profit or loss.
Key estimates and judgements
Acquisition accounting requires that management make estimates with regard to valuation of certain non-monetary assets and
liabilities of the acquired entities. These estimates have particular impact in terms of valuation of intangible assets, contingent
consideration liabilities and provisions. To the extent that these items are subject to determination during the initial 12 months
after acquisition, the variation to estimated value will be adjusted through goodwill. To the extent that determination occurs
after 12 months, any variation will impact profit or loss in the relevant period.
88
9. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
Computershare is currently engaged in a sales process for its UK mortgage services business, with the intention to sell the
business. The sale is highly probable based on the current process and is expected to complete within the next 12 months.
Therefore, the associated assets and liabilities are classified as held for sale at 30 June 2022. The investment in Milestone was
classified as held for sale in June 2021.
Assets classified as held for sale
Cash and cash equivalents
Receivables
Intangibles
Goodwill
Current tax assets
Other assets
Right-of-use assets
Property, plant and equipment
Investment in associates
Total assets held for sale
Liabilities directly associated with assets classified as held for sale
Payables
Lease liabilities
Provisions
Deferred tax liabilities
Total liabilities held for sale
30 June
2022
$000
30 June
2021
$000
29,948
19,072
11,871
10,484
49
3,838
2,587
914
-
-
-
-
-
-
-
-
-
2,888
78,763
2,888
13,992
5,783
3,943
179
23,897
-
-
-
-
-
89 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 10. INTANGIBLE ASSETS
At 1 July 2021
Opening cost
Opening accumulated amortisation
Opening net book amount
Additions (net of adjustments and reclassifications)1
Disposals
Amortisation charge2,5
Impairment charge
Currency translation difference
Other3
Closing net book amount
At 30 June 2022
Cost
Accumulated amortisation
Closing net book amount
At 1 July 2020
Opening cost
Opening accumulated amortisation
Opening net book amount
Additions (net of adjustments and reclassifications)1
Disposals
Amortisation charge2,5
Currency translation difference
Closing net book amount
At 30 June 2021
Cost
Accumulated amortisation
Closing net book amount
Customer
contracts
and
relationships
$000
Mortgage
Servicing
Rights
$000
Goodwill
$000
Other4
$000
Total
$000
1,912,347
773,218
1,139,593
105,732
3,930,890
-
(387,254)
(461,128)
(53,457)
(901,839)
1,912,347
130,801
385,964
595,500
678,465
251,032
52,275
3,029,051
3,443
980,776
-
(2,779)
(154,329)
-
(157,108)
-
(80,626)
(146,090)
(10,831)
(237,547)
(1,069)
(47,385)
(10,484)
-
(5,847)
(6,272)
-
-
-
-
(1,069)
(1,789)
(55,021)
(5,599)
(22,355)
1,984,210
885,940
629,078
37,499
3,536,727
1,984,210
1,335,262
1,236,312
95,917
4,651,701
-
(449,322)
(607,234)
(58,418) (1,114,974)
1,984,210
885,940
629,078
37,499
3,536,727
1,857,127
747,195
1,034,131
100,374
3,738,827
-
(324,815)
(321,744)
(39,442)
(686,001)
1,857,127
422,380
4,421
6,387
712,387
166,778
60,932
3,052,826
1,609
179,195
-
-
(61,303)
-
(61,303)
-
(52,264)
(139,397)
(13,026)
(204,687)
50,799
9,461
-
2,760
63,020
1,912,347
385,964
678,465
52,275
3,029,051
1,912,347
773,218
1,139,593
105,732
3,930,890
-
(387,254)
(461,128)
(53,457)
(901,839)
1,912,347
385,964
678,465
52,275
3,029,051
1 Additions comprise recognition of intangible assets resulting from business combinations and direct purchases as well as adjustments and
reclassifications made on finalisation of acquisition accounting.
2 Amortisation charge is included within direct services expense in the statement of comprehensive income.
3
Includes $10.5 million goodwill and $11.9 million of other intangibles reclassified as held for sale as at 30 June 2022.
4 Other intangible assets include intellectual property, licences, software and brands.
5 The gross amount of mortgage servicing rights amortisation is partially offset in the statement of comprehensive income by the amortisation of the
related mortgage servicing liabilities (note 3).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets
acquired. Goodwill is carried at cost less accumulated impairment losses and is tested for impairment annually or more frequently,
if events or changes in circumstances indicate that it might be impaired. On disposal or termination of a previously acquired
business, any associated goodwill is included in the determination of profit or loss on disposal.
The acquired goodwill can be attributed to the expected future cash flows of the acquired businesses associated with the
collective experience of management and staff and the synergies expected to be achieved as a result of full integration into the
Computershare Group. Where acquisitions have been made during the period, the Group has 12 months from the acquisition date
in which to finalise the accounting, including calculation of goodwill. Until finalisation of acquisition accounting within the 12-month
period, provisional amounts are included in the consolidated results.
90
Acquired intangible assets
Acquired intangible assets have a finite useful life and are carried at fair value at the date of acquisition less accumulated
amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate value over their
estimated useful lives, typically ranging from one to twenty years.
Mortgage servicing rights
Mortgage servicing rights acquired as part of business combinations are carried at their fair value at the date of acquisition
less accumulated amortisation and impairment losses. Mortgage servicing rights acquired as part of ongoing operations are
carried at cost less accumulated amortisation and impairment losses. Amortisation for all servicing rights is calculated using the
straight line method over their estimated useful lives of eight years for the interest-sensitive portfolio and nine years for the non
interest-sensitive portfolio.
Key estimates and judgements
The estimated useful life of mortgage servicing rights reflects management’s estimate of the average life of the underlying
mortgages. The most significant factors impacting the useful life are US mortgage interest rates and the rate of the borrowers’
prepayments. The average life of mortgage servicing rights decreases where US interest rates are lower or borrower
prepayments are higher than previously estimated, which would result in an increase in amortisation expense.
Software and research and development costs
All research-related costs are expensed as incurred. Software development costs are capitalised where they meet the recognition
criteria for capitalisation, and are subsequently amortised using the straight line method to allocate their value over their
estimated useful lives, typically ranging from eight to fifteen years.
Costs incurred in configuring or customising software as a service (SaaS) arrangements can only be recognised as intangible
assets if the implementation activities create an intangible asset that the entity controls and the intangible asset meets the
recognition criteria. Those costs that do not result in intangible assets are expensed as incurred, unless they are paid to the
suppliers of the SaaS arrangements to significantly customise the cloud-based software for the Group, in which case the costs are
recorded as a prepayment for services and amortised over the expected renewable term of the arrangement.
Impairment of intangible assets with a finite useful life
Intangible assets with a finite useful life are tested for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. As intangible assets do not generate independent cashflows, they are tested for impairment at the
cash generating unit (CGU) level to which they belong.
Disposal of intangible assets
Gains and losses on disposals of intangible assets (including mortgage servicing rights) are determined by comparing proceeds
with carrying amount. These are included in profit or loss.
11. IMPAIRMENT
Impairment test for goodwill
Goodwill is tested for impairment at least once a year, or more frequently if events or changes in circumstances indicate that the
carrying amount may not be recoverable. Where required, impairment losses are recognised in profit or loss in the reporting period
when the carrying amount exceeds recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to
sell and value in use.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are largely independent cash
inflows (cash generating units). Goodwill is allocated to cash generating units (CGUs), or groups of CGUs, expected to benefit
from synergies of the business combination. Goodwill relating to the newly acquired CCT business has been allocated to its own
operating segment and is tested separately to the legacy Corporate Trust business.
91 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The carrying amount of goodwill is allocated to the following groups of CGU’s constituting most of the Group’s operating segments:
Class Actions and Bankruptcy
Communication Services and Utilities
Computershare Corporate Trust
Employee Share Plans
Issuer Services
Legacy Corporate Trust
Mortgage Services and Property Rental Services
Voucher Services
30 June 2022
$000
30 June 2021
$000
89,959
115,781
130,466
383,678
90,114
121,103
-
398,619
1,028,663
1,045,679
76,260
149,427*
9,976
78,897
165,435
12,500
1,984,210
1,912,347
* Excludes $10.5 million of goodwill related to the UK Mortgage Servicing business which is classified as held for sale as at 30 June 2022.
When testing for impairment, the carrying amount of each group of CGUs is compared with its recoverable amount. The recoverable
amount is determined based on a value-in-use calculation for each group of CGUs to which goodwill has been allocated. The
value-in-use calculation uses the discounted cash flow methodology for each CGU typically based upon five years of cash flow
projections plus a terminal value. In a limited number of cases, the CGU cash flow projections are for a period longer than five years
to account for the nature of the cash flows and specific circumstances (e.g, CGUs in a wind-down mode).
Voucher Services
The UK Voucher Services business is expected to cease cash flow generation in the future. During the year, an impairment charge
of $1.1 million was booked against goodwill, calculated as the difference between the value in use and the carrying amount of
the business. This charge is included under direct services in the statement of comprehensive income. As the Voucher Services
portfolio continues to run off, it is expected that the remaining goodwill associated with this business of $10.0 million will be written
off over the coming years.
Key estimates and judgements
Key assumptions used in the value-in-use calculations are described below for each group of CGUs with allocated goodwill.
As there are a number of CGUs in most of the operating segments, presented below are weighted averages of the assumptions
applied to individual CGUs.
Five-year post-tax cash flow projections are based on
approved budgets covering a one-year period, with
subsequent periods based on the Group’s expectations
of growth excluding the impact of possible future
acquisitions, business improvement and restructuring.
Cash flows also include margin income projections, which
reflect expectations regarding future client balances and
interest rates.
The earnings growth rates applied beyond the initial five-year
period are as follows:
In performing the value-in-use calculations for each CGU,
the Group has applied post-tax discount rates to discount the
forecast future attributable post-tax cash flows. The discount
rates used reflect the risks specific to each CGU.
The equivalent pre-tax discount rates are as follows:
Class Actions and Bankruptcy
Communication Services and Utilities
Legacy Corporate Trust
Employee Share Plans
Issuer Services
Computershare Corporate Trust
Mortgage Services and Property
Rental Services
2022
2.0%
2.1%
2.0%
1.9%
2.0%
2.0%
2.0%
2021
2.0% Class Actions and Bankruptcy
2.0% Communication Services and Utilities
2.0% Legacy Corporate Trust
1.9% Employee Share Plans
2.1% Issuer Services
n/a Computershare Corporate Trust
2.0% Mortgage Services and Property
Rental Services
2022
9.2%
9.8%
9.5%
8.9%
9.5%
9.1%
9.0%
2021
8.7%
9.3%
8.7%
8.4%
8.8%
n/a
8.5%
Voucher Services1
n/a
n/a Voucher Services
22.3%
24.0%
1 There is no terminal value for Voucher Services as the business is in wind-down mode.
Impact of reasonably possible changes in key assumptions
As impairment testing is based on assumptions and judgements, the Group has considered sensitivity of the impairment test
results to changes in key assumptions, specifically the terminal growth rates and discount rates noted above. For all groups of
CGUs, the recoverable amount exceeds the carrying amount when testing for reasonably possible changes in key assumptions.
92
12. HEDGE ACCOUNTING
The Group applies hedge accounting as follows:
Fair value hedge
Cash flow hedge
Nature of hedge
The hedge of fair value risk of
a financial liability.
The hedge of a highly probable forecast transaction.
Hedge of net investment in
foreign operations
The hedge of changes in the
consolidated entity’s foreign
denominated net assets
due to changes in foreign
currency rates.
Hedged risk
Interest rate risk
Interest rate risk
Foreign exchange risk
Foreign exchange risk
Hedged item
Fixed interest rate US
Private Placement issues,
Euro Medium Term Notes,
Australian Medium Term
Notes.
Highly probable interest cash
flows from which margin
income is derived.
Highly probable cash flows
associated with foreign
currency denominated debt.
Foreign operations
Hedging
instruments
Interest rate swaps, cross
currency interest rate swaps
Interest rate swaps
Cross currency swaps
Cross currency swaps, foreign
currency denominated
issued debt
Designation and
documentation
At the inception of the transaction, the Group documents its risk management objective and strategy for the hedge, hedging
instrument, hedged item, hedged risk and how the hedge relationship will meet the hedge effectiveness requirements.
Hedge
effectiveness
method
Accounting
treatment for
the hedging
instrument
Accounting
treatment
for the
hedged item
Accounting
treatment
for hedge
ineffectiveness
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.
The assessment is based on:
> existence of an economic relationship between the hedged item and the hedging instrument;
>
>
the effect of credit risk not dominating the changes in value of either the hedged item or the hedging instrument;
the hedge ratio being reflective of the Group’s risk management approach.
Fair value through the income
statement.
Carrying value adjusted
for changes in fair value
attributable to the hedged
risk; fair value through the
income statement.
Fair value through the cash
flow hedge reserve and then
recognised in the income
statement at the time at
which the hedged item affects
the income statement for the
hedged risk.
Fair value through the cash
flow hedge reserve and then
recognised in the income
statement at the time at
which the hedged item affects
the income statement for the
hedged risk.
Accounted for under other
accounting standards
(revenue).
Accounted for under other
accounting standards (foreign
exchange).
Fair value through the foreign
currency translation reserve
and recognised in the income
statement at the time at
which there is a disposal of
the hedged foreign operation.
Foreign exchange gains and
losses are recognised in the
Group’s foreign currency
translation reserve.
Recognised in the income
statement to the extent that
changes in fair value of the
hedged item attributable to
the hedged risk are not offset
by changes in fair value of the
hedging instrument.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms, the
change in the fair value of the
hedged item.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms, the
change in the fair value of the
hedged item.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms, the
change in the fair value of the
hedged item.
Accounting
treatment if
the hedge
relationship is
discontinued
Where the hedged item still
exists, adjustments to the
hedged item are amortised to
the income statement on an
effective interest rate basis.
The gain or loss remains
recognised in the foreign
currency translation reserve
until such time as the foreign
operation is partially disposed
of or sold.
The gain or loss remains in
the cash flow hedge reserve
to the extent that the hedged
cash flows are still expected to
take place and subsequently
recognised in the income
statement at the time at
which the hedged item affects
the income statement for the
hedged risk.
Where the hedged cash flows
are no longer expected to take
place, the gain or loss in the
cash flow hedge reserve is
recognised immediately in the
income statement.
The gain or loss remains in
the cash flow hedge reserve
to the extent that the hedged
cash flows are still expected to
take place and subsequently
recognised in the income
statement at the time at
which the hedged item affects
the income statement for the
hedged risk.
Where the hedged cash flows
are no longer expected to take
place, the gain or loss in the
cash flow hedge reserve is
recognised immediately in the
income statement.
Hedge ratio
The hedge ratio is reflective of the Group’s risk management objectives.
The notional of the interest
rate swap is allocated to the
hedged item on a one-for-one
basis.
The notional of the interest
rate swap is allocated to
hedged item on a one-for-one
basis.
The notional amount of the
cross currency swap equals
the notional amount of the
hedged item.
Foreign currency borrowings
and swaps are allocated to
the net investments in foreign
operations on a one-for-one
basis.
93 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Hedging instruments
The following table details the hedging instruments, nature of hedged risks, as well as the notional and the carrying amount of
derivative financial instruments and, in the case of net investment hedges, the notional of foreign denominated debt issued, for
each type of hedge relationship. The maturity profile for the hedging instruments’ notional amounts is reported based on their
contractual maturity. Designated cross-currency swaps for foreign exchange risk are included as a single notional amount per
derivative.
Hedging
Instrument
Risk
Notional
Carrying
amount
2022
Assets
Cash flow hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps Foreign exchange
Liabilities
Cash flow hedges
Interest rate swaps
Interest
Cash flow and fair
value hedges
Cross currency
interest rate swaps
Foreign exchange/
interest
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps Foreign exchange
Net investment hedges Borrowings
Foreign exchange
2021
Assets
Cash flow hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps Foreign exchange
Liabilities
Cash flow hedges
Interest rate swaps
Interest
Cash flow and fair
value hedges
Cross currency
interest rate swaps
Foreign exchange/
interest
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps Foreign exchange
Net investment hedges Borrowings
Foreign exchange
Less than
3 months
$000s
3 to 12
months
$000s
1 to 5
years
$000s
Over 5
years
$000s
Total
$000’s
Total
$000s
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
300,000
450,000
750,000
78,337
-
-
78,337
4,948
414
-
-
-
325,708
300,000
625,708
9,310
-
728,725
728,725
140,292
420,000
747,290 1,167,290
81,229
366,607
-
45,000
362,000
-
22,540
298,608
-
-
-
170,700
-
-
-
-
-
-
-
-
-
-
-
-
-
366,607
5,135
407,000
407,000
22,540
298,608
-
-
319
13
-
-
350,000
350,000
1,314
-
-
170,700
-
218
-
Hedging instrument executed rates
The following table shows the executed rates for the hedging instruments that have been designated in cash flow hedges and net
investment hedges that are in place at balance date.
2022
Cash flow hedges
Hedging
instruments
Interest rate swaps
Currency/
Currency pair
AUD
USD
Net investment hedges
Cross currency swaps
EUR/AUD
2021
Cash flow hedges
Net investment hedges
CHF/AUD
Interest rate swaps
AUD
Cross currency swaps
EUR/AUD
CHF/AUD
Weighted average
hedged rate
1.46%
2.85%
0.6557
0.6643
0.95%
0.6328
0.6935
Hedge ineffectiveness
Hedge ineffectiveness, in the case of a fair value hedge, is the extent to which the changes in the fair value of the hedging
instrument differ to that of the hedged item, and in the case of cash flow and net investment hedge relationships, the extent to
which the change in the hedging instrument exceeds that of the hedged item. Sources of hedge ineffectiveness primarily arise from
changes in credit risk of the counterparties, breakdown in correlation or impact of the basis spread between short-term interest
rates in the same currency changes in market premiums and differences in reset dates, risk and discount rates between the hedged
item (possibly represented by a hypothetical derivative) and hedging instrument. The effects of the forthcoming IBOR reforms, as
outlined below, may also result in hedge ineffectiveness.
94
The following table reflects the hedge ineffectiveness during the period, as reported in direct services in the statement of
comprehensive income:
Hedging
instruments
Risk
Gains/(losses)
on hedging
instruments
$000’s
Gains/(losses)
on hedged items
attributable to
the hedged risk
$000’s
Hedge
ineffectiveness
recognised in the
income statement
$000’s
2022
Cash flow hedges
Interest rate swaps
Interest
(4,563)
4,549
Cash flow hedges
Fair value hedges
Cross currency
interest rate swaps
Cross currency
interest rate swaps
Foreign exchange
Interest
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps
Foreign exchange
2021
Cash flow hedges
Interest rate swaps
Interest
Cash flow hedges
Cross currency swaps
Foreign exchange
Cash flow hedges
Fair value hedges
Cross currency
interest rate swaps
Cross currency
interest rate swaps
Foreign exchange
Interest
(94,402)
94,401
(45,890)
(80,470)
(17,913)
(117)
(9,350)
-
-
46,896
80,154
17,862
127
9,350
-
-
(14)
(1)
1,006
(316)
(51)
10
-
-
-
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps
Foreign exchange
(1,314)
9,082
(1,000)
(9,082)
(2,314)
-
Effect of IBOR reform
The Group has adopted amendments to IFRS 9, IAS 39, IFRS 7 and IFRS 16 Interest Rate Benchmark Reform – Phase 2. The ‘Phase 2’
amendments address issues arising during interest rate benchmark reform, including specifying when the ‘Phase 1’ amendments will
cease to apply, when hedge designations and documentation should be updated, and when hedges of the alternative benchmark rate
as the hedged risk are permitted.
The Group has applied the hedge accounting reliefs provided by ‘Phase 2’ of the amendments related to hedge designation. When
the ‘Phase 1’ hedge accounting reliefs cease to apply, the Group will amend its hedge designation to reflect one or more of the
following changes:
(a) designating an alternative benchmark rate as a hedged risk;
(b) amending the description of the hedged item, including the description of the designated portion of the cash flows or fair value
being hedged; or
(c) amending the description of the hedging instrument. The Group will update its hedge documentation to reflect this change in
designation by the end of the reporting period in which the changes are made. These amendments to the hedge documentation
do not require the Group to discontinue its hedge relationships.
The Group has not made any amendments to its hedge documentation in the reporting period relating to IBOR reform. The ‘Phase 1’
amendments continue to provide temporary relief from applying specific hedge accounting requirements to USD LIBOR hedging
relationships. The following hedging instruments referencing USD LIBOR are yet to transition to SOFR (Secured Overnight Financing
Rate) at 30 June 2022:
Hedging instrument
Interest rate swaps
Cross currency interest rate swaps
Notional
amount
$000
Carrying amount
Liability
$000
1,167,290
373,595
81,229
80,453
95 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk),
liquidity risk and credit risk. The Group’s overall financial risk management is carried out by a central treasury department
(Group Treasury) under policies approved by the Board. The Board provides guidance for overall risk management, as well as
policies covering specific areas such as currency risk management, interest rate risk management, counterparty risk management
and the use of derivative financial instruments. Derivative financial instruments are used to manage specifically identified interest
rate and foreign currency risks.
The Group Treasury function provides services to the business. It also monitors and manages the financial risks relating to the
operations of the Group. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the regional
treasury centres as permitted under policy and reports regularly to the Board.
Capital risk management objectives
The primary objective of the Group’s capital management is to ensure that it minimises the working capital funding requirements
through effective controls in order to support its businesses and maximise shareholder value.
A key financial ratio for the Group is net financial indebtedness to management adjusted earnings before interest, tax, depreciation
and amortisation (management adjusted EBITDA). Net debt is calculated as borrowings less cash and cash equivalents. EBITDA is
reported based on the currently applicable accounting standards, including AASB 16 Leases.
Borrowings
Cash and cash equivalents1
Net debt
Management adjusted EBITDA
Net debt to Management adjusted EBITDA
Net debt to Management adjusted EBITDA (excluding mortgage servicing debt) 2,3
1 2022 includes $29.9 million cash presented in assets classified as held for sale.
2 Excludes mortgage servicing debt of $191.3 million (2021: $219.5 million).
2022
$000
2021
$000
2,402,351
1,709,986
(1,030,765)
(816,810)
1,371,586
720,238
1.90
1.64
893,176
628,234
1.42
1.07
3 The 2021 ratio of 1.07x includes the proceeds of rights issue which were utilised on the CCT acquisition in 1H22.
The Group manages its capital structure and makes adjustments to it in line with changes in economic conditions. To achieve its
target capital structure, the Group may adjust the dividend payment to shareholders, conduct share buy-backs or issue new shares.
Computershare has a target neutral gearing level such that net debt to EBITDA is between 1.75x - 2.25x excluding the non-recourse
SLS advance facility debt, with flexibility to temporarily go above this range to take advantage of compelling investment
opportunities. Computershare will consider capital management initiatives to maintain leverage within this target band.
Financial risk factors
The key financial risk factors that arise from the Group’s activities are outlined below.
(a) Interest rate risk
Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or fair values of financial
instruments. The consolidated entity is exposed to interest rate risk through its primary financial assets and liabilities and as a
result of maintaining agent and escrow agent bank accounts on behalf of clients. Given the nature of the client balances, neither
the funds nor an offsetting liability are included in the Group’s financial statements. Average client balances during the year
approximated $33.6 billion (2021: $18.8 billion) and in relation to these balances, the consolidated entity has in place interest rate
derivatives with a total notional value of $1.4 billion as at 30 June 2022 (2021: $22.5 million). Average client balances increased by
$12.2 billion compared to the prior year due to the CCT acquisition.
Hedging strategy
i) Fixed rate debt
Where fixed rate debt is issued, the Group may enter interest rate derivatives to manage the change in fair value of fixed rate debt
obligations, arising from changes in variable interest rates. At 30 June 2022, interest rate derivatives with a total notional value of
$1.5 billion (2021: $350.0 million) hedging the fair value of fixed rated debt obligations were outstanding.
96
ii) Margin income
Interest rate risk is managed in accordance with Board approved policy, which sets out minimum/maximum thresholds with respect
to currency and maturities of margin income balances. Floating rate debt is considered a natural hedge against margin income
balances and forms part of the hedge allocation required to meet policy guidelines. The Group also uses interest rate swaps
designated as cash flow hedges to manage the variability of cash flows attributable to changes in interest rates associated with
highly probable interest earned on client balances (margin income).
At 30 June 2022, $1.4 billion notional value of interest rate swaps designated as a cash flow hedge of margin income were
outstanding (2021: $22.5 million).
Interest rate sensitivity
The table below provides an indication of sensitivity of the Group’s profit before tax and other components of equity to movements
in interest rates with all other variables held constant.
Movement in basis points
Sensitivity of profit before tax
Australian dollar
United States dollar
Canadian dollar
Great British pound
Euro
Swiss Franc
Hong Kong dollar
Other
Total
Sensitivity of other components of equity
Australian dollar
United States dollar
2022
$000
2021
$000
+100
-100
+50
-50
4,647
(4,647)
2,812
(2,812)
(191)
87
2,583
(2,583)
(2,224)
(545)
(3,302)
489
201
2,224
545
3,302
(489)
(201)
1,658
(1,762)
256
895
(1,541)
(303)
(1,561)
274
96
928
(256)
(895)
1,541
303
1,561
(274)
(96)
(928)
(2,216)
2,212
(84,413)
91,892
(382)
-
390
-
The sensitivity of profit before tax is the effect of assumed reasonably possible changes in interest rates for one year, based on the
on-balance sheet floating rate financial assets and liabilities as at 30 June 2022. Other components of equity change as a result of
an increase/decrease in the fair value of cash flow hedges. The total sensitivity analysis is based on the assumption that there are
parallel shifts in the yield curve.
The above sensitivity calculation includes the impact of changes in interest rates on the fair value of recognised derivatives
but excludes the impact on interest income derived from certain client balances. Client balances have been excluded from the
sensitivity analysis where they are not reflected in the Group’s consolidated statement of financial position. Interest income is
earned on these balances at various fixed and floating interest rates. In a rising interest rate environment, client balances that earn
interest income will result in an increase to profit, while in a falling interest rate environment, client balances that earn interest
income will result in a decrease to profit.
Total margin income generated on client balances for the year was $187.1 million (2021: $107.0 million), reflecting a yield of 0.56%
(2021: 0.57%) on average client balances. If the Group was able to achieve an additional yield of 0.50% on the total average
balances of $33.6 billion held during the reporting period, the Group’s profit before tax would have increased by $168.0 million
(-0.50%: $168.0 million decrease).
(b) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency
that is not the relevant entity’s functional currency.
Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are
denominated in their functional currency. Whilst a number of entities within the Group hold bank account balances in a currency
which is not their local functional currency, these balances do not expose the Group to significant foreign exchange risk.
Foreign currency translation risk also arises from net investments in foreign operations held in Europe, Canada, South Africa
and Asia Pacific. Accordingly, the Group’s financial position can be affected significantly by movements in the relevant currency
exchange rate when translating into the consolidated entity’s presentation currency, the United States dollar.
Hedging strategy
The risk of changes in the net investments in foreign operations as a result of movements in foreign exchange rates is hedged
through a combination of foreign denominated borrowings and cross-currency swaps, in currencies that match the currencies of
the Group’s foreign operations.
97 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Exchange rate sensitivity
The following table illustrates the sensitivity of the Group’s net assets (after hedging), with all other variables held constant, to
movements in the United States dollar against foreign currencies as at 30 June 2022. The currencies with largest impact on the
sensitivity analysis are Canadian dollar, Australian dollar, Great British pound and Swiss Franc.
Movement in exchange rates %
Sensitivity of other components of equity
Canadian dollar
Australian dollar
Great British pound
Swiss Franc
2022
$000
2021
$000
+10%
-10%
+10%
-10%
(40,467)
(65,820)
40,467
65,820
(37,180)
(77,813)
37,180
77,813
22,371
(22,371)
25,063
(25,063)
(4,390)
4,390
(12,010)
12,010
(c) Credit risk
Credit exposure represents the extent of credit related losses that the consolidated entity may be subject to on amounts to be
received from financial assets, which include receivables, loan servicing advances, cash and cash equivalents and other financial
instruments. The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not
expect any significant clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement
for customers to provide collateral as security for financial assets and consequently, the consolidated entity does not hold any
collateral as security. Whilst collateral is not held as security for loan servicing advances, as outlined in note 17, loan servicing
advances receive priority over any other liability from the proceeds from the liquidation of the property.
The consolidated entity’s exposure to credit risk is as indicated by the carrying amounts of its financial assets. Concentrations of
credit risk exist when clients have similar economic characteristics that would cause their ability to meet contractual obligations to
be similarly affected by changes in economic or other conditions. The consolidated entity’s concentration of credit risk is minimised
due to transactions with a large number of clients in various countries and industries. Issuer services and plans services transacts
with various listed companies across a number of countries. The consolidated entity does not have a significant exposure to any
individual client.
Transactions involving derivative financial instruments are with counterparties with whom the Group has signed International
Swaps and Derivatives Association (ISDA) agreements and who maintain sound credit arrangements. To supplement credit ratings
of counterparties the Group has a Board approved policy on managing client balance exposure and derivative instrument exposure.
(d) Liquidity Risk
Liquidity risk management implies maintaining sufficient cash and the availability of funding. The Group has staggered its various
debt maturities to reduce re-financing risk. Whilst impacted by acquisitions from time to time, the Group maintains sufficient cash
balances and committed credit facilities to meet ongoing commitments.
Maturity information for the Group’s debt facility is as follows:
Maturity profile (in the 12 months ending)
June 2023
June 2024
June 2025
June 2026
June 2027
June 2028
June 2029
June 2030
June 2031
June 2032
Total
Debt facilities
utilised
$million
Committed
debt facilities
$million
559.7
599.3
-
200.0
-
206.5
350.0
-
-
855.0
810.0
-
200.0
-
206.5
350.0
-
-
522.3
2,437.8
522.3
2,943.8
98
Maturities of financial liabilities
The table below breaks down the Group’s financial liabilities into relevant maturity groupings.
The amounts disclosed in the table are the contractual undiscounted cash flows. For interest rate swaps, the cash flows have been
estimated using the forward interest rates applicable at the end of the reporting period.
Contractual maturities of financial liabilities
As at 30 June 2022
Non-derivatives
Trade payables
Other payables
Borrowings
Lease liabilities (undiscounted)
Total non-derivatives
Derivatives
Net Settled (interest rate swaps)
Gross settled (cross currency swaps)
– (Inflow)
– Outflow
Total derivatives
As at 30 June 2021
Non-derivatives
Trade payables
Other payables
Borrowings
Lease liabilities (undiscounted)
Total non-derivatives
Derivatives
Net Settled (interest rate swaps)
Gross settled (cross currency swaps)
– (Inflow)
– Outflow
Total derivatives
Less than
1 year
$000
Between
1-5 years
$000
More than
5 years
$000
Total
contractual
cash flows
$000
4,324
539,345
636,787
-
38,899
-
-
4,324
578,244
954,630
1,134,240
2,725,657
50,496
113,968
78,498
242,962
1,230,952
1,107,497
1,212,738
3,551,187
17,486
60,782
28,694
106,962
(470,561)
(49,457)
(761,413) (1,281,431)
477,349
24,274
118,560
129,885
890,046
1,485,955
157,327
311,486
19,889
471,871
491,919
57,671
-
3,061
960,497
137,960
-
-
19,889
474,932
388,150
1,840,566
99,090
294,721
1,041,350
1,101,518
487,240
2,630,108
3,246
(530)
(2,710)
6
(473,725)
470,879
-
-
-
-
(473,725)
470,879
400
(530)
(2,710)
(2,840)
(e) Fair value measurements
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes.
The measurement hierarchy used is as follows:
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the
reporting period for identical assets and liabilities. The quoted market price used for financial assets held by the Group is the
current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates. The Group uses a
variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period.
This includes inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(as prices) or indirectly (derived from prices). If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2. Such instruments include derivative financial instruments and the portion of borrowings included
in the fair value hedge.
99 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Specific valuation techniques used to value financial instruments are as follows:
> Quoted market prices or dealer quotes are used for similar instruments.
> The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable
yield curves.
> The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
> The fair value of cross currency swaps is a combination of the fair value of forward foreign exchange contracts determined
using forward exchange rates at the balance sheet date (for the final principal exchange) and the use of quoted market prices or
dealer quotes for similar instruments (for the basis valuation).
> The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.
Level 3: Valuation methodology of the asset or liability uses inputs that are not based on observable market data (unobservable
inputs). This is the case of investments in unconsolidated structured entities (refer to note 14), which are included in the financial
assets at fair value and deferred consideration (note 25) arising from business combinations.
The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA
targets. The Group estimates the fair value of the expected future payments based on the terms of each earn-out agreement and
management’s knowledge of the business taking into account the likely impact of the current economic environment. Contingent
consideration amounts are re-measured every reporting period based on most recent projections. Gains or losses arising from
changes in fair value are recognised in profit or loss in the period in which they arise.
The fair value of the investment in structured entities is determined by reference to the interest in net assets of these entities,
which approximate their fair values. As profits are realised and dividends are paid to investors, the net assets of these entities
decrease and so does the fair value of the Group’s investment.
The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 30 June 2022.
The comparative figures are also presented below.
As at 30 June 2022
Assets
Financial assets at fair value through profit or loss
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
As at 30 June 2021
Assets
Financial assets at fair value through profit or loss
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
32,817
32,817
5,410
5,410
31,768
31,768
69,995
69,995
-
235,966
-
235,966
-
-
1,626
1,626
-
235,966
1,626
237,592
9,162
9,162
832
32,756
832
32,756
42,750
42,750
-
-
-
1,532
-
1,532
-
10,716
10,716
1,532
10,716
12,248
The following table presents the changes in level 3 items for the periods ended 30 June 2022 and 30 June 2021:
Opening balance at 1 July
Payments
Additions
Return of capital
Gains/(losses) recognised in profit or loss
Currency translation difference
Closing balance at 30 June
Financial assets at fair
value through profit or loss
Deferred
consideration liability
2022
$000
2021
$000
2022
$000
2021
$000
32,756
38,065
(10,716)
(17,581)
-
4,829
(5,817)
-
-
-
-
(4,145)
(1,164)
7,983
8,873
-
-
-
-
-
-
-
1,107
(2,008)
31,768
32,756
(1,626)
(10,716)
100
Fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, receivables, loan servicing advances, payables, non-interest bearing liabilities,
lease liabilities and loans approximate their fair values for the Group except for:
>
>
>
the USD Senior Notes of $787.5 million (2021: $1,069.0 million), where the fair value based on level 2 valuation techniques was
$728.1 million as at 30 June 2022 (2021: $1,065.8 million);
the Euro Medium Term Notes of $490.0 million, where the fair value based on level 2 valuation techniques was $457.0 million
as at 30 June 2022 (2021: $nil);
the AUD Medium Term Notes of $186.9 million, where the fair value based on level 2 valuation techniques was $188.1 million
as at 30 June 2022 (2021: $nil).
14. FINANCIAL ASSETS AND LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
The Group classifies the following financial assets at fair value through profit or loss:
> debt securities that do not qualify for measurement at either amortised cost or fair value through other comprehensive income;
> derivatives, which are mandatorily measured at fair value through profit or loss;
> equity investments for which the entity has not elected to recognise fair value gains and losses through other comprehensive
income; and
>
investments in structured entities.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Gains or losses
from subsequent re-measurement to fair value at each balance date are recognised in profit or loss.
Financial assets
Current
Debt securities
Derivative assets (b)
Equity securities
Non-current
Investment in structured entities (a)
Derivative assets (b)
Equity securities
Financial liabilities
Current
Derivative liabilities (b)
Non-current
Derivative liabilities (b)
2022
$000
2021
$000
7,666
7,954
462
60
513
73
8,188
8,540
26,280
30,257
4,948
319
30,579
3,634
61,807
34,210
5,135
5,135
218
218
230,831
1,314
230,831
1,314
(a) Investment in structured entities
Non-current financial assets include $26.3 million of investments in unconsolidated structured entities (2021: $30.3 million).
An overseas subsidiary of the Group occasionally sells economic benefits and obligations associated with mortgage servicing rights
to unconsolidated structured entities while retaining a 20% interest in these entities. An unaffiliated third party, which owns 80%
of the structured entities as asset manager, provides investment opportunities to investors and is considered a sponsor of these
entities. The overseas subsidiary of the Group continues to service the loans associated with the mortgage servicing rights sold to
the structured entities and receives compensation for providing such services.
The structured entities are designed to hold assets that will generate cash flows for their investors. The acquisition of these
assets is fully funded at inception and future financial support is not expected to be required. As there is no obligation to provide
further funding, the exposure to loss from the Group’s interest in the structured entities is limited to the carrying amount of
the investment.
101 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (b) Derivative financial instruments
The Group uses derivative financial instruments to manage specifically identified interest rate and foreign currency risks.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured
to their fair value at each balance date. The method of recognising the resulting gain or loss depends on whether the derivative
is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain financial
instruments, including derivatives, as either hedges of net investments in a foreign operation; hedges of firm commitments or
highly probable forecast transactions (cash flow hedges); or fair value hedges. Refer to note 12 for further information on the
Group’s hedging instruments.
Derivative assets
Current
Non-current
Derivative assets – current and non-current
Fair values of interest rate derivatives designated as cash flow hedges
Fair values of cross currency derivatives designated as hedge of net investment
Fair value of derivatives for which hedge accounting has not been applied
Total derivative assets
Derivative liabilities
Current
Non-current
Derivative liabilities – current and non-current
Fair values of interest rate derivatives designated as fair value hedges
Fair values of interest rate derivatives designated as cash flow hedges
Fair values of cross currency derivatives designated as hedge of net investment
Fair values of cross currency derivatives designated as cash flow and fair value hedges
Total derivative liabilities
2022
$000
462
4,948
5,410
4,948
414
48
5,410
5,135
230,831
235,966
81,229
9,310
5,135
140,292
235,966
2021
$000
513
319
832
319
13
500
832
218
1,314
1,532
1,314
-
218
-
1,532
Key estimates and judgements
The fair value of financial instruments that are not traded in an active market (for example, derivative financial instruments) is
determined using valuation techniques. The Group uses its judgement to select a variety of methods and makes assumptions
that are based on market conditions existing as at each reporting date. The fair value of both cross-currency and interest rate
derivatives is calculated as the present value of the estimated future cash flows. For more information on valuation methods
utilised please refer to note 13(e).
102
15. BORROWINGS
Borrowings are initially recognised at fair value and are subsequently measured at amortised cost unless designated in a fair value
hedge relationship. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in
profit or loss over the borrowing period using the effective interest method. Borrowings are classified as current liabilities unless
the Group has a legal right to defer settlement of the liability for at least 12 months after the balance sheet date.
Current
Bank loans (SLS non-recourse advance facility) (a)
Revolving syndicated bank facilities (b)
Other bank loans (c)
USD Senior Notes (d)
Non-current
Bank loans (SLS non-recourse advance facility) (a)
Revolving syndicated bank facilities (b)
USD Senior Notes (d)
Euro Medium Term Notes (EMTN) (e)
Australian Medium Term Notes (AMTN) (f)
2022
$000
2021
$000
171,687
385,348
2,296
-
559,331
17,332
361,191
787,546
490,023
186,928
99,465
-
2,911
220,000
322,376
117,000
421,648
848,962
-
-
1,843,020
1,387,610
(a) The borrowings of the overseas subsidiary engaged in mortgage servicing activities are secured against the loan servicing
advances without recourse to the Group.
(b) The consolidated entity maintains revolving syndicated facilities. The first facility is a multi-currency facility of $450.0 million
maturing on 17 April 2023. The second facility is a USD only facility of $500.0 million maturing 30 June 2024.
The consolidated entity also maintains a bilateral debt facility of $50.0 million maturing on 5 July 2023. The Australia and
New Zealand Banking Group Limited bilateral facility of $100.0 million was repaid and cancelled during the reporting period.
The revolving syndicated facilities were drawn to an equivalent of $697.7 million at 30 June 2022. The bilateral facility was
drawn to an equivalent of $50.0 million at 30 June 2022. The facilities are subject to negative pledge undertakings and impose
certain covenants upon the consolidated entity. The Group has complied with the negative pledge undertakings and covenants
imposed on it for the year ended 30 June 2022.
(c) Other bank loans include a warehouse facility held by an overseas subsidiary engaged in mortgage servicing activities.
(d) On 9 February 2012, Computershare Investor Services Inc., a controlled entity, issued 62 notes in the United States with a total
value of $550.0 million. These notes were for tenors of six, seven, ten and twelve years. The ten-year notes with a total value of
$220.0 million were repaid in the current year and the six and seven-year notes with a total value of $110.0 million were repaid
during prior periods.
On 20 November 2018, Computershare US Inc. issued 24 notes in the United States with a total value of $550.0 million.
These notes were for a tenor of seven and ten years. Fixed interest is paid on all the issued notes on a semi-annual basis.
The Group uses interest rate derivatives to manage the fixed interest exposure. The following table provides a reconciliation of
the USD Senior Notes.
USD Senior Notes Reconciliation
USD Senior Notes at cost
Unamortised fair value adjustments – discontinued hedge relationship1
Fair value adjustments
Total net debt
Interest rate derivative – fair value hedge
Total
2022
$000
2021
$000
770,000
990,000
61,040
79,812
(43,494)
(850)
787,546
1,068,962
44,448
1,314
831,994
1,070,276
1
In a prior financial period, the Group disposed of interest rate derivatives hedging the USD Senior Notes. As a result, the hedge relationship was
discontinued and the USD Senior notes ceased to be adjusted for changes in fair value. The fair value adjustment is amortised to interest expense in
the income statement, on an effective interest basis, over the remaining term of the USD Senior Notes.
103 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the USD Senior Notes.
Hedged USD Senior Notes amounted to $770.0 million as at 30 June 2022 (2021: $350.0 million).
The gain or loss from re-measuring the hedging instruments (interest rate derivatives) at fair value is recognised immediately
in the statement of comprehensive income along with the change in fair value of the underlying hedged item (USD Senior
Notes). The fair value adjustment of the hedged USD Senior Notes reflects the valuation change due to lower market interest
rates at balance sheet date for the term until maturity. The change is offset by the fair value of interest rate derivatives used
to effectively convert the USD fixed interest rate notes to floating interest rates. The conversion to floating interest rate using
derivatives provides a hedge against the Group’s USD interest rate risk exposure.
(e) On 7 October 2021, Computershare US Inc. issued Euro Medium Term Notes with a total value of EUR 500.0 million, to replace
the Wells Fargo acquisition bridge facility (note g below) and meet the upcoming US Private Placement maturity. These notes are
for a tenor of 10 years. Fixed interest is paid on all the issued notes on an annual basis.
The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure.
The following table provides a reconciliation of the Euro Medium Term Notes.
Euro Medium Term Notes Reconciliation
EMTN at cost
Fair value adjustments
Total net debt
Cross currency interest rate derivatives – fair value hedge (note 12)
Total
2022
$000
522,250
(32,227)
490,023
27,587
517,610
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the EMTN. Hedged EMTN
amounted to $522.3 million as at 30 June 2022.
(f) On 30 November 2021, Computershare US Inc. issued Australian Medium Term Notes with a total value of AUD 300 million.
These notes are for a tenor of 6 years. Fixed interest is paid on all the issued notes on a semi-annual basis.
The Group uses cross currency interest rate derivatives to manage the fixed interest and foreign exchange exposure. The
following table provides a reconciliation of the Australian Medium Term Notes.
Australian Medium Term Notes Reconciliation
AMTN at cost
Fair value adjustments
Total net debt
Cross currency interest rate derivatives – fair value hedge (note 12)
Total
2022
$000
206,475
(19,547)
186,928
18,303
205,231
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the AMTN. Hedged AMTN
amounted to $206.5 million as at 30 June 2022.
(g) The bridge facility executed on 31 March 2021 for the Wells Fargo acquisition of $375.0 million was cancelled during the
reporting period. The facility was undrawn at 30 June 2021.
104
IBOR reform
During the financial year ended 30 June 2022, the Group completed the transition of long term debt relationships subject to
mandatory IBOR reform to alternate reference rates (ARRs). The Group has adopted amendments to IFRS 9, IAS 39, IFRS 7 and
IFRS 16 Interest Rate Benchmark Reform – Phase 2.
‘Phase 2’ of the amendments requires that, for financial instruments measured using amortised cost measurement, changes to
the basis for determining the contractual cash flows required by interest rate benchmark reform are reflected by adjusting their
effective interest rate. No immediate gain or loss is recognised. These expedients are only applicable to changes that are required
by interest rate benchmark reform, which is the case if, and only if, the change is necessary as a direct consequence of interest rate
benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis
(that is, the basis immediately preceding the change).
Where some or all of a change in the basis for determining the contractual cash flows of a financial asset and liability does not
meet the above criteria, the above practical expedient is first applied to the changes required by interest rate benchmark reform,
including updating the instrument’s effective interest rate. Any additional changes are accounted for in the normal way (that is,
assessed for modification or derecognition, with the resulting modification gain / loss recognised immediately in profit or loss
where the instrument is not derecognised).
For the year ended 30 June 2022, the Group has applied the practical expedients provided under ‘Phase 2’ amendments to
$340.7 million of its long-term borrowings.
16. RECEIVABLES
Current
Trade receivables
Unbilled receivables
Interest receivable
Less: allowance for expected credit losses
Other non-trade amounts
Non-current
Other
2022
$000
2021
$000
224,780
161,120
51,998
202,907
165,363
17,330
(17,297)
(15,273)
420,601
370,327
60,580
49,563
481,181
419,890
171
171
194
194
Trade and unbilled receivables
Trade receivables and unbilled receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, net of allowances for expected credit losses. Trade receivables generally have settlement terms of
30 days and are therefore classified as current. The right to receive consideration is unconditional.
Impairment
The Group applies the simplified approach to measure Expected Credit losses (ECLs), which uses a lifetime expected loss allowance
for all trade and unbilled receivables. To measure the expected credit losses, trade and unbilled receivables have been grouped
based on shared credit risk characteristics and days past due. The Group has established a provision matrix that is based on the
payment profile of customers and the corresponding historical credit loss experience, adjusted for current and forward-looking
factors specific to the debtors and the economic environment.
Trade and unbilled receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst other things, a finalisation of formal liquidation or other proceedings. A loss
allowance has not been recognised in respect of other non-trade amounts, due to the nature of the receivables and counterparties
as well as historical experience.
105 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS An analysis of trade and unbilled receivables and the associated allowance for expected credit losses is as follows:
Current
Less than 30 days overdue
Between 30 and 60 days overdue
Between 60 and 90 days overdue
Between 90 and 120 days overdue
More than 120 days overdue
Total
Trade and unbilled
receivables
Loss
allowance
Net
receivables
2022
$000
2021
$000
2022
$000
2021
$000
2022
$000
2021
$000
329,200
270,520
(4,400)
(4,410)
324,800
266,110
41,420
27,658
7,843
9,633
22,144
51,522
15,676
17,514
6,279
24,089
(419)
(581)
(602)
(1,347)
(9,948)
(411)
(606)
(641)
(998)
41,001
27,077
7,241
8,286
(8,207)
12,196
51,111
15,070
16,873
5,281
15,882
437,898
385,600
(17,297)
(15,273)
420,601
370,327
Movement in the allowance for expected credit losses is as follows:
Loss allowance
Opening balance at 1 July
(Increase)/decrease in loss allowance recognised in profit or loss during the year
Receivables written off during the year as uncollectible
Acquisition of entities and businesses
Currency translation differences
Closing balance at 30 June
2022
$000
2021
$000
(15,273)
(16,316)
(3,414)
(1,681)
2,741
(1,823)
472
3,445
(286)
(435)
(17,297)
(15,273)
No impairment losses have been recognised in the statement of comprehensive income relating to other receivables during the
year ended 30 June 2022 (2021: $7.5 million).
17. LOAN SERVICING ADVANCES
Current
Loan servicing advances
2022
$000
2021
$000
296,118
335,697
Loan servicing advances are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method.
An overseas subsidiary performing loan servicing activities regularly makes payments on behalf of mortgagors related to taxes,
insurance, principal and interest. The receivable represents the total value of these payments yet to be recovered. In general,
the overseas subsidiary is reimbursed for advances from collections from the relevant pool of mortgages. In the event that pool
level collections are not adequate for full reimbursement, the outstanding advances receive priority over any other liability from
the proceeds from the liquidation of the property. Although it takes longer than 12 months for a portion of the loan servicing
receivables to be collected, all servicing advances are classified as current. This reflects the fact that collections occur within the
normal operating cycle of the overseas subsidiary.
106
Impairment
The Group applies the AASB 9 general approach to measuring expected credit losses on loan servicing advances. The loss allowance
is based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and
selecting the inputs to the impairment calculation, based on the historical losses, existing market conditions, expectations of future
advances and recoverability of outstanding advances from liquidation of the underlying property. There has not been a significant
increase in credit risk in respect of this balance at 30 June 2022.
Movement in the allowance for expected credit losses for is as follows:
Loss allowance
Opening balance at 1 July
Acquisition of entities and businesses
Increase in loss allowance recognised in profit or loss during the year
Amounts written off as uncollectible
Closing balance at 30 June
18. OTHER FINANCIAL ASSETS
Current
Client deposits1
Broker deposits2
2022
$000
2021
$000
2,318
1,585
417
(444)
2,252
-
806
(740)
3,876
2,318
74,396
9,726
84,122
67,732
8,455
76,187
1 A subsidiary located in Switzerland is a registered broker-dealer and custodian of clients’ assets. Client monies it manages as part of providing plan
managers services meet criteria for on-balance sheet recognition as other financial assets, together with a corresponding liability (note 23).
2 A subsidiary located in Canada is a licensed deposit taker. This subsidiary accepts deposits in its own name, and records these funds as other financial
assets together with a corresponding liability (note 23). The deposits are insured through a local regulatory authority.
Client and broker deposits are recognised initially at fair value and subsequently measured at amortised cost.
19. INVENTORIES
Raw materials and stores, at cost
5,263
5,452
Inventories are valued at the lower of cost and net realisable value. Cost is assigned on a first-in first-out basis. Net realisable value
is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs
to sell.
20. OTHER ASSETS
Current
Set-up fees
Other
Non-current
Set-up fees
745
2,108
2,853
630
630
1,919
3,114
5,033
2,222
2,222
Set-up fees
Where upfront client fees have been deferred and the related implementation costs can be measured reliably, they are capitalised
and amortised straight-line over the same period. In the year ended 30 June 2022, amortisation of $1.9 million (2021: $5.0 million)
was recognised in the statement of comprehensive income relating to capitalised set-up fees.
107 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21. PROPERTY, PLANT AND EQUIPMENT
At 1 July 2021
Opening net book amount
Acquisition of entities and businesses
Additions
Disposals
Depreciation charge
Land
$000
Buildings
$000
Plant and
Equipment
$000
Fixtures
and
Fittings
$000
Leasehold
improve-
ments
$000
Total
$000
9,188
-
-
-
-
26,532
15,680
321
-
47,235
6,569
13,147
102,671
-
37,300
829
197
1,631
13,390
18,140
51,208
(231)
(307)
(641)
(1,179)
(1,650)
(22,916)
(1,364)
(2,555)
(28,485)
Currency translation differences
(1,142)
(3,167)
(2,034)
Transfers and other*
Closing net book amount
Cost
Accumulated depreciation
At 30 June 2022
At 1 July 2020
Opening net book amount
Additions
Disposals
Depreciation charge
Transfers and other
Closing net book amount
Cost
Accumulated depreciation
At 30 June 2021
(630)
7,416
7,416
-
37,716
51,098
(19)
59,335
275,245
(512)
(59)
5,353
30,986
(379)
(206)
24,387
58,203
(7,234)
(914)
134,207
422,948
-
(13,382)
(215,910)
(25,633)
(33,816)
(288,741)
7,416
37,716
59,335
5,353
24,387
134,207
8,162
24,777
56,025
13,239
(58)
3,556
17,574
110,094
75
-
3,487
16,801
(44)
(102)
-
-
(1,314)
(24,307)
(2,491)
(3,773)
(31,885)
-
-
-
-
9,188
9,188
-
26,532
40,071
-
47,235
262,814
349
5,080
6,569
36,720
983
7,763
(5,080)
13,147
46,837
-
102,671
395,630
-
(13,539)
(215,579)
(30,151)
(33,690)
(292,959)
9,188
26,532
47,235
6,569
13,147
102,671
Currency translation differences
1,026
3,069
2,336
* Includes $0.9 million of land and related property, plant and equipment re-classified as held for sale as at 30 June 2022.
Property, plant and equipment are stated at historical costs less accumulated depreciation and impairment. Cost includes the
purchase price and expenditure that is directly attributable to bringing the asset to the location and condition necessary for its
intended use.
Depreciation
Items of property, plant and equipment excluding freehold land are depreciated on a straight line basis over their estimated useful
life. The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
Depreciation expense has been determined based on the following typical rates of depreciation:
> Buildings (2.5% per annum)
> Plant and equipment (10% to 50% per annum)
> Fixtures and fittings (13% to 50% per annum)
Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the term of the lease.
108
22. LEASES
The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. Leases vary in
contract term, with renewal at the option of the Group. The Group’s leases mainly relate to property.
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use
by the Group.
Amounts recognised in the statement of financial position:
Right-of-use assets
Buildings
Plant and Equipment
Motor Vehicles
Total
Lease Liabilities
Current
Non-current
Total
2022
$000
2021
$000
153,585
185,865
16,517
19,746
619
990
170,721
206,601
40,703
162,145
202,848
50,605
193,488
244,093
Additions to the right-of-use assets during the year were $21.6 million (2021: $81.1 million), $10.2 million of additions were
recognised as a result of the CCT acquisition and $7.9 million was as a result of modifications existing leases held by the Group.
Right-of-use assets are measured at cost comprising the following:
>
the amount of the initial measurement of lease liability
> any lease payments made at or before the commencement date less any lease incentives received
> any initial direct costs, and
>
restoration costs.
The right-of-use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Lease liabilities include the net present value of the following lease payments:
> fixed payments, less any lease incentives receivable;
> variable lease payments that depend on an index or rate;
> any amounts expected to be payable under residual value guarantees;
>
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
> payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s
incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value in a similar economic environment with similar terms and conditions.
Lease liabilities are subsequently measured at amortised cost using the effective interest rate method. When there is a change in
lease term or a change in future lease payments, lease liabilities are remeasured, with a corresponding adjustment to lease assets.
Amounts recognised in the Profit or Loss related to lease activities
Profit before tax includes the following amounts related to leases:
Depreciation of leased buildings
Depreciation of leased plant and equipment
Depreciation of leased motor vehicles
Total depreciation of right-of-use assets
Interest expense on lease liabilities
Expenses related to short term and low value leases
109 | COMPUTERSHARE | ANNUAL REPORT | 2022
2022
$000
36,802
5,402
312
2021
$000
38,567
4,245
334
42,516
43,146
7,825
1,193
8,343
1,360
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Short-term and low-value leases
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in
profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-value assets largely comprise IT equipment
and small items of office furniture.
Commitments for leases not yet commenced
As at 30 June 2022 and 30 June 2021, the Group had no committed leases which had not yet commenced.
Extension and termination options
Extension and termination options are included in a number of leases across the Group. In determining the lease term,
management considers all the facts and circumstances that create an economic incentive to exercise an extension option, or not
to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the
lease is reasonably certain to be extended (or not terminated).
The total potential future lease payments (undiscounted) that have not been included in the lease liability, because it is not
reasonably certain that the leases will be extended (or not terminated), is summarised as follows:
Undiscounted potential future lease payments
As at 30 June 2022
As at 30 June 2021
23. PAYABLES
Current
Trade payables – unsecured
Expense accruals
Contract liabilities
Interest payable
GST/VAT payable
Broker client deposits (note 18)
Employee entitlements
Unredeemed childcare vouchers
Other payables
Non-current
Contract Liabilities
5 years
or less
$000
Greater than
5 years
$000
660
682
15,920
13,527
Total
$000
16,580
14,209
2022
$000
2021
$000
4,324
19,889
185,451
149,639
67,040
13,510
21,394
84,122
35,511
45,319
86,998
35,963
12,713
19,423
76,187
33,748
76,172
68,026
543,669
491,760
38,899
38,899
3,061
3,061
Trade and other payables
Trade and other payables represent liabilities for those goods and services provided to the Group prior to the end of the financial
year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Contract liabilities
A contract liability arises when Computershare has received consideration for performance obligations that have not yet been
satisfied, including deferred revenue and upfront fees. Revenue is recognised over the life of the relevant contract term as
performance obligations are satisfied.
Contract liabilities increased by $63.4 million as a result of the acquisition of CCT, see note 8.
110
24. PROVISIONS
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable
that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Where there are a
number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of
obligations as a whole.
Provisions are measured at the Group’s best estimate of the expenditure required to settle the present obligation at the reporting
date and discounted to present value where the impact of discounting is material. The discount rate used to determine the present
value reflects current market assessments of the time value of money and the risks specific to the liability.
Current
Restructuring
Unredeemed voucher provision
Acquisitions related
Tax related
Legal
Prepayment protection
Lease related
Other
Non-current
Employee entitlements
Acquisitions related
2022
$000
2021
$000
7,627
13,942
3,428
3,224
5,699
-
2,707
974
13,265
15,267
8,053
2,200
6,426
3,490
4,909
5,035
37,601
58,645
13,458
9,689
23,147
14,729
9,800
24,529
Restructuring
Restructuring provisions are recognised when a detailed plan for restructuring has been developed and a valid expectation has
been raised with the affected employees that the terminations will be carried out.
Unredeemed vouchers
The unredeemed voucher provision is recognised for the expected usage of unredeemed childcare vouchers over two years old.
Tax related
Tax related provisions relate to potential tax liabilities associated with prior years’ business activities.
Legal
Legal provisions represent cash outflows expected to cover legal claims made against the Group. The status of all claims is
monitored on a regular basis.
Prepayment protection
As part of certain MSR related transactions, the Group provided prepayment protection to the counterparties. The Group
recognised a provision for the amount estimated to compensate for shortfalls in cash flows, where prepayments of the unpaid
principal balance exceed a certain percentage. The prepayment protection for the MSR related transaction that this related to
expired on 29 June 2022.
Lease related
Lease related provisions represent onerous contracts and costs to restore leased premises to their original condition at the end of
the respective lease terms.
Acquisitions related
Acquisition related provisions relate to provisions acquired as part of business combinations and are first recognised at the date of
acquisition.
111 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Employee entitlements
Employee entitlements provision represents long service leave and other employee entitlements. Where payments to the employee
are not expected to be settled wholly within 12 months, they are measured as the present value of expected future payments for
the services provided by employees up to the reporting date.
Liability for benefits accruing to employees in relation to employee bonuses and annual leave is recognised in payables.
Movements in each class of current provision during the financial year are set out below.
Unre-
deemed
voucher
provision
$000
Restruc-
turing
$000
Carrying amount at start of year
13,265
15,267
Additions
Payments
Reversals
3,151
8,937
(5,773)
-
(1,125)
(2,184)
(8,364)
(6,439)
Liabilities classified as held
for sale
(539)
-
-
Foreign exchange movements
(293)
(1,898)
(240)
Acquisit-
ions
related
$000
8,053
3,179
Tax
related
$000
2,200
1,024
Pre-
payment
protection
$000
Lease
related
$000
3,490
4,909
-
324
Legal
$000
6,426
453
Other
$000
5,035
1,228
Total
$000
58,645
18,296
-
-
-
-
(1,180)
(3,304)
(525)
(514) (12,421)
-
-
-
(186)
(611)
(1,611) (19,395)
-
-
-
(803)
(2,601)
(3,943)
(587)
(563)
(3,581)
2,707
974
37,601
Carrying amount at end of year
7,627
13,942
3,428
3,224
5,699
Movements in each class of non-current provision during the financial year, other than employee entitlements, are set out below.
Carrying amount at start of year
Other
Carrying amount at end of year
25. DEFERRED CONSIDERATION
Current
Deferred settlements on acquisition of entities
Non-current
Deferred settlements on acquisition of entities
Non-current deferred settlements on acquisition of entities are payable in one to two years.
26. MORTGAGE SERVICING RELATED LIABILITIES
Current
Mortgage servicing related liabilities
Non-current
Mortgage servicing related liabilities
Acquisitions
related
$000
9,800
(111)
9,689
2022
$000
651
975
Total
$000
9,800
(111)
9,689
2021
$000
9,452
1,264
34,460
34,459
97,734
131,135
Mortgage servicing related liabilities represent the portion of the economic benefits of mortgage servicing rights that has been
transferred to third parties. The liabilities are amortised over the same useful life as the related mortgage servicing rights (note 10).
112
27. INTERESTS IN EQUITY
Interest in the equity of the consolidated entity:
Contributed equity – ordinary shares
Reserves
Retained earnings
Total interests in equity
28. CONTRIBUTED EQUITY
Members of the
parent entity
Non-controlling
interests
2022
$000
2021
$000
2022
$000
2021
$000
519,299
519,299
989
989
(113,082)
(7,052)
(2,425)
(2,063)
1,786,818
1,765,412
2,193,035
2,277,659
2,866
1,430
3,012
1,938
Ordinary share capital bears no special terms or conditions affecting income or capital entitlements of the shareholders and is
classified as equity. Costs directly attributable to the issue of new shares are recognised directly in equity as a deduction, net of
tax, from the proceeds.
If the Group reacquires its own equity instruments, for example as the result of a share buy-back, those instruments are deducted
from equity and the associated shares are cancelled. No gain or loss is recognised in the profit or loss and the consideration paid
including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.
Movement in contributed equity
Balance at 1 July 2021
Balance at 30 June 2022
Number of
shares
603,729,336
603,729,336
$000
519,299
519,299
113 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 29. RESERVES
Capital redemption reserve
Foreign currency translation reserve
Share buy-back reserve
Cash flow hedge reserve
Cost of hedging reserve
Share-based payments reserve
Equity related contingent consideration reserve
Transactions with non-controlling interests
Movements during the year:
Foreign currency translation reserve
Opening balance
Translation of controlled entities
Deferred tax
Closing balance
Share buy-back reserve
Opening balance
Transfer to contributed equity
Closing balance
Cash flow hedge reserve
Opening balance
Revaluation
Reclassified to profit or loss
Tax credit/(expense)
Closing balance
Cost of hedging reserve
Opening balance
Revaluation
Income tax effect on cashflow hedge
Closing balance
Share-based payments reserve
Opening balance
Cash purchase of shares for employee and executive share plans
Share-based payments expense
Closing balance
Equity related contingent consideration reserve
Opening balance
Closing balance
Transactions with non-controlling interests
Opening balance
Closing balance
2022
$000
2
2021
$000
2
(79,901)
(23,261)
-
-
(51,236)
3,805
3,233
39,523
-
37,105
(8,199)
(8,199)
(16,504)
(16,504)
(113,082)
(7,052)
(23,261)
(88,060)
(61,713)
67,555
5,073
(2,756)
(79,901)
(23,261)
-
-
-
(101,558)
101,558
-
3,805
9,212
(139,847)
(9,467)
65,512
19,294
(51,236)
1,816
2,244
3,805
-
4,324
(1,091)
3,233
-
-
-
-
37,105
32,611
(23,698)
(16,271)
26,116
39,523
20,765
37,105
(8,199)
(8,199)
(8,199)
(8,199)
(16,504)
(16,504)
(16,504)
(16,504)
114
Nature and purpose of reserves
(a) Foreign currency translation reserve
On consolidation, exchange differences arising on translation of the foreign controlled entities are taken to the foreign currency
translation reserve. This amount is the net of gains and losses on hedge transactions and intercompany loans after adjusting for
related income tax effects. When a foreign operation is disposed, the associated exchange differences are reclassified to profit or
loss as part of the gain or loss on sale.
(b) Share buy-back reserve
This reserve is used to record the excess value of shares bought over the original amount of subscribed capital. In the prior year,
the Group completed a rights issue, which reduced the share buy-back reserve to nil.
(c) Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be in an
effective hedge relationship.
(d) Cost of hedging reserve
This reserve is used to record costs of hedging which are excluded from the hedge relationships and accounted for in a separate
equity reserve.
(e) Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of shares which will vest to employees under employee and
executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.
(f) Equity related contingent consideration reserve
This reserve is used to reflect deferred consideration for acquisitions which is payable through the issue of parent entity equity
instruments.
(g) Transactions with non-controlling interests
This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that do not
result in a loss of control.
30. RETAINED EARNINGS AND DIVIDENDS
Retained earnings
Retained earnings at the beginning of the financial year
Ordinary dividends provided for or paid
Net profit attributable to members of Computershare Limited
Retained earnings at the end of the financial year
Dividends
Ordinary
2022
$000
2021
$000
1,765,412
1,761,188
(206,253)
(184,750)
227,659
188,974
1,786,818
1,765,412
Final dividend paid during the financial year in respect of the previous year, AUD 23 cents per share franked
to 60% (2021 – AUD 23 cents per share franked to 30%)
Interim dividend paid in respect of the current financial year, AUD 24 cents per share franked to 40%
(2021 – AUD 23 cents per share franked to 100%)
100,934
92,378
105,319
92,372
A final dividend in respect of the year ended 30 June 2022 was declared by the directors of the Company on 9 August 2022, and
paid on 12 September 2022. This was an ordinary unfranked dividend of AUD 30 cents per share. As the dividend was not declared
until 9 August 2022, a provision was not recognised as at 30 June 2022.
Dividend franking account
Franking credits available for subsequent financial years based on a tax rate of 30%
1,830
31,234
The above amounts are calculated from the balance of the franking account as at the end of the reporting period, adjusted for
franking credits and debits that will arise from the settlement of liabilities or receivables for income tax after the end of the year.
115 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 31. DETAILS OF CONTROLLED ENTITIES
The financial year-end of all controlled entities is 30 June with the exception of Computershare Canada Inc and its controlled
entities, Computershare Hong Kong Investor Services Limited and its controlled entities and Computershare International
Information Consultancy Services (Beijing) Company Ltd due to local statutory reporting requirements. These entities prepare
results on a 30 June year end basis for consolidation purposes. Voting power is in accordance with the ownership interest held
unless otherwise stated.
The consolidated financial statements as at 30 June 2022 include the following controlled entities:
Place of incorporation
Percentage of shares held
June 2022
%
June 2021
%
Name of controlled entity
Computershare Limited
A.C.N. 080 903 957 Pty Ltd
A.C.N. 081 035 752 Pty Ltd
A.C.N. 617 889 424 Pty Limited
A.C.N. 618 089 688 Pty Limited
CDS International Pty Limited
Communication Services Australia Pty Limited
Computershare Clearing Pty Limited
Computershare Communication Services Pty Limited
Computershare Dealing Services Pty Ltd
Computershare Depositary Pty Limited
Computershare Finance Company Pty Limited
Computershare Investor Services Pty Limited
Computershare Plan Co Pty Ltd
Computershare Plan Managers Pty Ltd
Computershare Technology Services Pty Ltd
Computershare Utility Services Pty Ltd
CPU Share Plans Pty Limited
CRS Custodian Pty Ltd
Financial Market Software Consultants Pty Ltd
Georgeson Shareholder Communications Australia Pty. Ltd.
Global eDelivery Group Pty Ltd
Obadele Pty Ltd
Q M Industries (N.S.W.) Pty. Ltd.
Registrars Holding Pty Ltd
Sepon (Australia) Pty. Limited
Source One Communications Australia Pty Ltd
Switchwise Pty Ltd
Computershare Investor Services (Bermuda) Limited
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Bermuda
Computershare Investor Services (BVI) Limited
British Virgin Islands
Computershare Canada Inc.
Computershare Governance Services Ltd.
Computershare Investments (Canada) (Holdings) ULC
Computershare Investments (Canada) (No.1) ULC
Computershare Investments (Canada) (No.3) ULC
Computershare Investments (Canada) (No.4) ULC
Computershare Investor Services Inc.
Computershare Services Canada Inc.
Computershare Technology Services Inc.
Computershare Trust Company of Canada
Georgeson Shareholder Communications Canada Inc.
RicePoint Administration Inc.
SyncBASE Inc.
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
(2)
(1)(2)
(1)(2)
(1)
(1)
(1)(2)
(1)(2)
(1)
(1)(2)
(1)
(1)
(1)(2)
(1)(2)
(1)
(1)
(1)(2)
(1)(2)
(1)
(1)
(1)
(1)
(1)
(1)(2)
(1)
(1)(2)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
116
Name of controlled entity
Place of incorporation
Computershare Investor Services (Cayman) Limited
Cayman Islands
Computershare International Information Consultancy Services
(Beijing) Company Limited
Computershare A/S
Georgeson Shareholder SAS
Computershare Communication Services GmbH
Computershare Deutschland GmbH & Co. KG
Computershare Governance Services GmbH
Computershare Verwaltungs GmbH
Equatex Deutschland GmbH
Computershare Investor Services (Guernsey) Limited
Computershare Asia Limited
Computershare Hong Kong Development Limited
Computershare Hong Kong Investor Services Limited
Computershare Hong Kong Nominees Limited
Computershare Hong Kong Trustees Limited
Computershare Investor Services Limited
Hong Kong Registrars Limited
Computershare Governance Services Limited
Computershare Investor Services (Ireland) Limited
Computershare Services Nominees (Ireland) Limited
Computershare Nominees (Ireland) Limited
Computershare Trustees (Ireland) Limited
Specialist Mortgage Services Ireland Limited
Computershare Italy S.r.l.
Computershare S.p.A.
Georgeson S.r.l.
Proxitalia S.r.l.
Computershare Company Secretarial Services (Jersey) Limited
Computershare DR Nominees Limited
Computershare Investor Services (Jersey) Limited
Computershare Nominees (Channel Islands) Limited
Computershare Offshore Services Limited
Computershare Treasury Services Limited
Computershare Trustees (C.I.) Limited
Computershare Trustees (Jersey) Limited
EES Nominees International Limited
Computershare Netherlands B.V.
Computershare Investor Services Limited
Computershare Nominees NZ Limited
ConnectNow New Zealand Limited
CRS Nominees Limited
Equatex Employee Services AS
Equatex Norway AS
Equatex Poland Sp. Z.o.o.
CIS Company Secretaries (Pty) Ltd
Computershare (Pty) Ltd
Computershare Investor Services (Pty) Ltd
Computershare Nominees (Pty) Ltd
117 | COMPUTERSHARE | ANNUAL REPORT | 2022
China
Denmark
France
Germany
Germany
Germany
Germany
Germany
Guernsey
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Italy
Italy
Italy
Italy
Jersey
Jersey
Jersey
Jersey
Jersey
Jersey
Jersey
Jersey
Jersey
Netherlands
New Zealand
New Zealand
New Zealand
New Zealand
Norway
Norway
Poland
South Africa
South Africa
South Africa
South Africa
(1)
(1)
(1)
(1)(5)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)(5)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
Percentage of shares held
June 2022
%
June 2021
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
74
74
74
74
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
74
74
74
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Name of controlled entity
Computershare Outsourcing (Pty) Ltd
Computershare South Africa (Pty) Ltd
Computershare TR Services (Pty) Ltd
Minu (Pty) Ltd
Georgeson S.L
Computershare AB
Computershare Schweiz AG
Computershare Technology Services AG
Equatex AG
Equatex Group Holding AG
Equatex IP AG in Liquidation
Baseline Capital Limited
Computershare Company Nominees Limited
Computershare Company Secretarial Services Limited
Computershare Global Technology Services Limited
Computershare Governance Services (UK) Limited
Computershare Investments (UK) (No.3) Limited
Computershare Investments (UK) (No.7) Limited
Computershare Investments (UK) (No.8) Limited
Computershare Investments (UK) Limited
Computershare Investor Services Plc
Computershare IP (UK) Limited
Computershare Limited
Computershare Mortgage Services Limited
Computershare Regional Services Limited
Computershare Services Limited
Computershare Services Nominees Limited
Computershare Technology Services (UK) Limited
Computershare Trustees Limited
Computershare Voucher Services Limited
Credit Advisory Services Limited
DPS Trustees Limited
EES Capital Trustees Limited
EES Corporate Trustees Limited
EES Trustees Limited
Equatex UK Ltd
Equatex UK Nominee Ltd
Homeloan Management Limited
Rosolite Mortgages Limited
Siberite Mortgages Limited
Topaz Finance Limited
Administar Services Group LLC
Capital Markets Cooperative, LLC
Capital Markets Holdings, Inc.
CMC Funding, Inc.
Computershare Asset Management LLC
Computershare Communication Services Inc.
Computershare Delaware Trust Company
Computershare Governance Services Inc.
Place of incorporation
Percentage of shares held
June 2022
%
June 2021
%
South Africa
South Africa
South Africa
South Africa
Spain
Sweden
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)(4)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
United States of America
(1)(3)
United States of America
(1)
74
74
74
74
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
74
74
74
74
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
118
Name of controlled entity
Computershare Holdings Inc.
Computershare Inc.
Computershare Mortgage Services Inc.
Computershare Property Solutions LLC
Computershare Technology Services, Inc.
Computershare Title Services LLC
Computershare Trust Company, N.A.
Computershare US Inc.
Computershare US Investments LLC
Computershare US Services Inc.
Computershare Valuation Services LLC
Credit Risk Holdings, LLC
Credit Risk Solutions LLC
Data Point Analysis Group, LLC
Georgeson LLC
Georgeson Securities Corporation
Gilardi & Co., LLC
Gilco LLC
GTU Ops Inc.
HELOC Funding II Trust
KCC Class Action Services LLC
Kurtzman Carson Consultants Inc.
Kurtzman Carson Consultants, LLC
LenderLive Financial Services, LLC
LenderLive Network, LLC
MSR Robin Advances (Depositor) LLC
MSR Robin Advances Issuer Trust
RCNG LLC
Rosenthal & Company, LLC
Settlement Recovery Group LLC
SLS Funding III LLC
SLS Investco LLC
SLS SAF Depositor LLC
SLS SAF Issuing Trust
SLS Servicer Advance Revolving Trust 1
Specialized Loan Servicing Holdings LLC
Specialized Loan Servicing LLC
Verbatim LLC
Corporate Creations Florida LLC
Corporate Creations Louisiana LLC
Corporate Creations Management LLC
Corporate Creations Mississippi LLC
Corporate Creations Network Inc. [Arkansas]
Corporate Creations Network Inc. [California]
Corporate Creations Network Inc. [Florida]
Corporate Creations Network Inc. [Hawaii]
Corporate Creations Network Inc. [Kansas]
Corporate Creations Network Inc. [Maryland]
Corporate Creations Network Inc. [Oklahoma]
119 | COMPUTERSHARE | ANNUAL REPORT | 2022
Place of incorporation
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
Percentage of shares held
June 2022
%
June 2021
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Name of controlled entity
Corporate Creations New Mexico Inc.
Corporate Creations New York Inc.
Corporate Creations Puerto Rico Inc.
Corporate Creations Tennessee LLC
United Agent Group Inc.
United Agent Group Inc.
United Agent Group Inc. [Alabama]
United Agent Group Inc. [Alaska]
United Agent Group Inc. [Arizona]
United Agent Group Inc. [Arkansas]
United Agent Group Inc. [California]
United Agent Group Inc. [Colorado]
United Agent Group Inc. [Connecticut]
United Agent Group Inc. [Delaware]
United Agent Group Inc. [Florida]
United Agent Group Inc. [Georgia]
United Agent Group Inc. [Hawaii]
United Agent Group Inc. [Idaho]
United Agent Group Inc. [Illinois]
United Agent Group Inc. [Indiana]
United Agent Group Inc. [Iowa]
United Agent Group Inc. [Kansas]
United Agent Group Inc. [Kentucky]
United Agent Group Inc. [Louisiana]
United Agent Group Inc. [Maine]
United Agent Group Inc. [Maryland]
United Agent Group Inc. [Massachusetts]
United Agent Group Inc. [Michigan]
United Agent Group Inc. [Minnesota]
United Agent Group Inc. [Mississippi]
United Agent Group Inc. [Missouri]
United Agent Group Inc. [Montana]
United Agent Group Inc. [Nebraska]
United Agent Group Inc. [Nevada]
United Agent Group Inc. [New Hampshire]
United Agent Group Inc. [New Jersey]
United Agent Group Inc. [New Mexico]
United Agent Group Inc. [New York]
United Agent Group Inc. [North Carolina]
United Agent Group Inc. [North Dakota]
United Agent Group Inc. [Ohio]
United Agent Group Inc. [Oklahoma]
United Agent Group Inc. [Oregon]
United Agent Group Inc. [Pennsylvania]
United Agent Group Inc. [Rhode Island]
United Agent Group Inc. [South Carolina]
United Agent Group Inc. [South Dakota]
United Agent Group Inc. [Tennessee]
United Agent Group Inc. [Texas]
United Agent Group Inc. [Utah]
Place of incorporation
United States of America
(1)
United States of America
(1)(4)
Puerto Rico
(1)
United States of America
(1)(4)
Puerto Rico
US Virgin Islands
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
Percentage of shares held
June 2022
%
June 2021
%
100
-
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
120
Name of controlled entity
United Agent Group Inc. [Vermont]
United Agent Group Inc. [Virginia]
United Agent Group Inc. [Washington]
United Agent Group Inc. [Washington D.C.]
United Agent Group Inc. [West Virginia]
United Agent Group Inc. [Wisconsin]
United Agent Group Inc. [Wyoming]
United Agent Group Management LLC
Worldwide Nominee LLC
Worldwide Incorporators Ltd.
Place of incorporation
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
United States of America
(1)(3)
Percentage of shares held
June 2022
%
June 2021
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
1 Controlled entities which form part of the Group are audited by PricewaterhouseCoopers member firms for the purposes of the Group audit and/or local
statutory audits.
2 These wholly owned companies have entered into a deed of cross guarantee dated 26 June 2008 with Computershare Limited which provides that
all parties to the deed will guarantee to each creditor payment in full of any debt of each company participating in the deed on the winding-up of that
company. As a result of ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 these companies are relieved from the requirement to
prepare a financial report and directors’ report.
3 This company became a controlled entity during the year ended 30 June 2022.
4 These companies ceased to be controlled entities during the year ended 30 June 2022.
5 Local statutory audits performed by firms other than PricewaterhouseCoopers member firms.
121 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 32. INVESTMENTS IN ASSOCIATES AND JOINT VENTURES
Investments in associates and joint ventures are accounted for using the equity method of accounting. Under this method,
the investments are initially recognised at cost and the carrying value is subsequently adjusted for increases or decreases
in the Group’s share of post-acquisition profit or loss and movements in other comprehensive income. The Group’s share of
post-acquisition profits or losses from investments in associates and joint ventures is recognised in the profit or loss. Dividends
received or receivable are recognised as a reduction of the carrying amount of the investment.
Set out below are the associates and joint ventures of the Group at 30 June 2022:
Name
Place of
incorporation
Principal activity
Ownership interest
Associates
Expandi Ltd
Milestone Group Pty Ltd1
Reach LawTech Pty Ltd2
The Reach Agency Holdings Pty Ltd
Mergit s.r.l.3
Joint ventures
United Kingdom Investor Services
Australia
Australia
Australia
Italy
Technology Services
Investor Services
Investor Services
Technology Services
Computershare Pan Africa Holdings Ltd
Mauritius
Investor Services
Asset Checker Ltd4
United Kingdom Investor Services
June
2022
%
25
-
46.5
46.5
-
60
-
June
2021
%
25
20
-
46.5
30
60
50
Consolidated
carrying amount
June
2022
$000
June
2021
$000
6,709
7,414
-
-
-
-
1,671
1,683
-
-
-
-
-
-
Total investment in associates and joint ventures
8,380
9,097
1 The investment in Milestone Group Pty Ltd was sold during the reporting period. A post-tax gain of $12.4 million was recorded on the disposal. Additional
contingent consideration may be receivable over a three-year period if certain revenue targets are achieved. No value was ascribed to contingent
consideration in the disposal result recorded at 30 June 2022. At 30 June 2021, Milestone was classified as held for sale.
2 On 16 December 2021, Computershare acquired 46.5% interest in Reach LawTech Pty Ltd.
3 Mergit s.r.l was dissolved on 27 January 2022.
4 Asset Checker Ltd was dissolved on 22 February 2022.
The movements in the carrying amount of equity accounted investments in associates and joint ventures are as follows:
Carrying amount at the beginning of the financial year
Share of net result (after income tax)
Dividends received
Transfer to held for sale
Share of movement in reserves
Carrying amount at the end of the financial year
Associates and joint
ventures
2022
$000
9,097
545
(170)
2021
$000
10,670
389
(295)
-
(2,888)
(1,092)
8,380
1,221
9,097
122
33. DEED OF CROSS GUARANTEE
Computershare Limited and each wholly-owned subsidiary party to a deed of cross guarantee dated 26 June 2008 (together
the “Closed Group”) are listed in note 31. Set out below is a consolidated statement of comprehensive income, a consolidated
statement of financial position and a summary of movements in consolidated retained earnings of the Closed Group for the year
ended 30 June 2022.
Computershare Limited Closed Group – Statement of financial position
Current assets
Cash and cash equivalents
Receivables
Inventories
Current tax assets
Other current assets
Assets classified as held for sale
Derivative financial instruments
Total current assets
Non-current assets
Receivables
Other financial assets
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Intangibles
Derivative financial instruments
Other
Total non-current assets
Total assets
Current liabilities
Payables
Borrowings
Lease liabilities
Current tax liabilities
Provisions
Derivative financial instruments
Total current liabilities
Non-current liabilities
Payables
Borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Derivative financial instruments
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity – ordinary shares
Reserves
Retained earnings
Total equity
123 | COMPUTERSHARE | ANNUAL REPORT | 2022
2022
$000
2021
$000
16,394
62,166
537
1,722
5,961
-
414
94,236
71,514
1,258
-
4,796
2,888
14
87,194
174,706
-
360
2,462,351
2,242,763
17,581
30,654
95,388
8,141
39,392
67,005
115,096
126,878
4,947
1,212
319
1,033
2,727,229
2,485,891
2,814,423
2,660,597
61,016
44,651
6,485
-
25
5,135
72,314
-
7,360
6,520
27
218
117,312
86,439
111,605
361,190
34,943
15,666
10,884
53,758
588,046
705,358
119,402
-
36,404
12,941
11,679
1,314
181,740
268,179
2,109,065
2,392,418
519,299
519,299
(261,558)
(54,158)
1,851,324
1,927,277
2,109,065
2,392,418
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Computershare Limited Closed Group – Statement of comprehensive income
Revenues from continuing operations
Sales revenue
Other revenue
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology costs
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method
Profit before income tax expense
Income tax expense/(credit)
Profit for the year
Other comprehensive income
Cash flow hedges
Exchange differences on translation of foreign operations
Income tax relating to components of other comprehensive income
Total other comprehensive income for the year, net of tax
Total comprehensive income for the year
Set out below is a summary of movements in consolidated retained profits for the year of the Closed Group:
Retained earnings at the beginning of the financial year
Profit for the year
Dividends provided for or paid
Retained earnings at the end of the financial year
34. PARENT ENTITY FINANCIAL INFORMATION
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
Balance sheet
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Equity
Contributed equity – ordinary shares
Reserves
Capital redemption reserve
Foreign currency translation reserve
Share-based payment reserve
Equity related consideration
Retained earnings
Total equity
Profit/(loss) attributable to members of the parent entity
Total comprehensive income attributable to members of the parent entity
2022
$000
2021
$000
200,934
350,853
551,787
20,353
190,334
419,012
609,346
28,032
358,305
161,422
43,435
36,748
9,730
40,289
34,647
9,697
448,218
246,055
221
(241)
124,143
391,082
(6,157)
35,361
130,300
355,721
(11,216)
(7,651)
(199,795)
149,966
3,369
2,244
(207,642)
144,559
(77,342)
500,280
1,927,277
1,756,306
130,300
355,721
(206,253)
(184,750)
1,851,324
1,927,277
2022
$000
2021
$000
52,040
68,083
1,208,081
1,286,633
1,260,121
1,354,716
87,747
405,748
493,495
86,212
264,057
350,269
519,299
519,299
2
7,799
25,661
2
84,782
25,357
(2,327)
(2,327)
216,192
377,334
766,626
1,004,447
45,111
66,689
(31,874)
115,782
124
(b) Guarantees
The parent entity’s financial guarantees have been outlined in note 35.
(c) Contingent liabilities
The parent entity did not have any contingent liabilities as at 30 June 2022 or 30 June 2021 other than the matters outlined in
note 35.
(d) Parent entity financial information
The financial information for the parent entity, Computershare Limited has been prepared on the same basis as the consolidated
financial statements, except as set out below.
Investments in controlled entities, associates and joint venture entities
Investments in controlled entities, associates and joint venture entities are accounted for at cost in the financial statements of
Computershare Limited. Dividends received from associates and joint ventures are recognised in the parent entity’s profit or loss,
rather than being deducted from the carrying amount of these investments.
Tax consolidation legislation
Computershare Limited and its wholly-owned Australian controlled entities formed a tax consolidation group with effect from
1 July 2002.
Members of the tax consolidated group also entered into a tax sharing deed, which includes a tax funding arrangement. As a
consequence, Computershare Limited, as the head entity in the tax consolidation group, has recognised the current tax liability
(or receivable) relating to the wholly owned Australian controlled entities in this group in the financial statements as if that liability
(or receivable) was its own. Amounts receivable or payable under the tax sharing deed are recognised separately as intercompany
payables or receivables.
35. CONTINGENT LIABILITIES
(a) Guarantees and Indemnities
Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK) (No. 3) Ltd, Computershare Finance Company
Pty Ltd, Computershare US Inc. and Computershare Investor Services Inc are parties to a Guarantor Deed Poll dated 11 April 2018 in
respect to the following Facility Agreements:
> $500.0 million four-year USD Syndicated Facility Agreement executed on 30 June 2020;
> $450.0 million five-year multi-currency Syndicated Facility Agreement executed on 11 April 2018;
> $50.0 million five-year multi-currency Bilateral Facility Agreement executed on 28 June 2018 (refer to note 15 for further detail).
Bank guarantees of $375.0 million USD Syndicated Acquisition Bridge Facility executed on 31 March 2021 and $100.0 million
one-year multi-currency Bilateral Facility Agreement executed on 12 March 2020 were cancelled during the reporting period.
Guarantees and indemnities of EUR 500.0 million have been given to European Institutional Accredited Investors by
Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc.,
Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement
dated 7 October 2021.
Guarantees and indemnities of AUD 300.0 million have been given to Australian Institutional Accredited Investors by
Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc.,
Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement
dated 30 November 2021.
Guarantees and indemnities of $770.0 million (2021: $990.0 million) have been given to US Institutional Accredited Investors
by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US Inc.,
Computershare Investments (UK) (No. 3) Ltd and Computershare Investor Services Inc under a Note and Guarantee Agreement
dated 9 February 2012 and 20 November 2018.
Bank guarantees of AUD 2.7 million (2021: AUD 2.7 million) have been given in respect of facilities provided to Australian
subsidiaries.
Bank guarantees of ZAR 6.3 million (2021: ZAR 6.8 million) have been given in respect of facilities provided to South African
subsidiaries.
A performance guarantee of ZAR 32.0 million (2021: ZAR 32.0 million) has been given by Computershare (Pty) Ltd to provide
security for the performance of obligations as a Central Securities Depository Participant.
(b) Legal and Regulatory Matters
Regulatory, tax and commercial claims have been made against the consolidated entity in various countries in the normal course
of business. An inherent difficulty in predicting the outcome of such matters exists and they may take some time to resolve. Based
on current knowledge of the Group, an appropriate liability is recognised on the consolidated balance sheet if future cash outflows
are considered probable with regard to such claims. The status of the claims is monitored by management on an ongoing basis,
together with the adequacy of any provisions recorded in the Group’s financial statements.
125 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (c) Other
The Group is subject to regulatory capital requirements administered by relevant regulatory bodies in countries where
Computershare operates. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate
action by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers in
these markets. Adherence to capital requirements is closely monitored by the Group.
Computershare Limited (Australia) has issued a letter of warrant to Computershare (Pty) Ltd. This obligates Computershare
Limited (Australia) to maintain combined tier one capital of at least ZAR 455.0 million (2021: ZAR 455.0 million).
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign
incorporated controlled entities are $35.3 million (2021: $32.4 million). No provision is made for withholding tax on unremitted
earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the
parent entity.
Computershare Limited (Australia), as the parent entity, has undertaken to own, either directly or indirectly, all of the equity
interests and to guarantee performance of the obligations of Computershare Investor Services Pty Ltd, Computershare Trust
Company NA, Georgeson LLC, Georgeson Securities Corporation, Computershare Trust Company of Canada and Computershare
Investor Services Inc with respect to any financial accommodation related to transactional services provided by BMO Harris Bank,
Chicago.
36. COMMITMENTS
(a) Retirement benefits
Defined Contribution Funds
The Group maintains defined contribution superannuation schemes which provide benefits to all employees upon their disability,
retirement or death. Employee contributions to the funds are based upon various percentages of employees’ gross salaries as set
out below:
Australian controlled entities contribute to the defined contribution funds as follows:
> Category 1 – Management (employer contributions, voluntary employee contributions)
> Category 2 – Staff (statutory employer contributions of 10% (increasing to 10.5% from 1 July 2022), voluntary employee
contributions)
> Category 3 – SG (Superannuation Guarantee) Staff and casual and fixed term employees (statutory employer contributions,
voluntary employee contributions)
Foreign controlled entities contribute to the defined contribution funds as follows:
> United Kingdom entities – between 1% and 10% of employees’ gross salaries depending upon years of service
> United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees’
eligible compensation
> Canadian entities – between 2% and 7% of employees’ base salaries dependent upon years of service
> South African entities – 12% of employees’ gross salaries
> New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’ base
salaries
> Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service
Defined Benefit Funds
Computershare Communication Services GmbH maintained a defined benefit scheme which provided benefits to two employees in
2021; there are no longer any employees in this benefit scheme as at 30 June 2022.
(b) Lease Liabilities
The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. The Group has
recognised right-of-use assets and lease liabilities (note 22) for these leases except for short-term and low-value assets.
(c) Other
An overseas subsidiary performing loan servicing activities is obliged, in certain circumstances, to make payments on behalf of
mortgagors related to taxes, insurance, principal and interest. The amount of these advance payments fluctuates over time as it
depends on the type of loans being serviced and their performance.
126
As of 30 June 2022, the Group was servicing approximately $46.4 billion (2021: $41.8 billion) of mortgages owned by the
US government sponsored mortgage agencies. While the Group, as the owner of the related MSRs, may have the obligation
to acquire any mortgages from the serviced pool that do not meet the agencies’ lending criteria, the consolidated entity is in
possession of indemnities and warranties that require originating banks to purchase such mortgages from the Group and cover any
transfer costs. Only in the event of bankruptcy or dissolution of the originating bank, would Computershare retain the defective
mortgage together with the underlying collateral. In these limited circumstances, the Group would have the option to either hold
the mortgage or seek another buyer in the open market. The impact at 30 June 2022 of any retained mortgages is immaterial to
the consolidated entity.
37. CAPITAL EXPENDITURE COMMITMENTS
Capital expenditure commitments contracted for at balance date but not recorded in the financial statements are as follows:
Fit-out of premises
Plant and equipment
2022
$000
2,251
4,288
6,539
2021
$000
-
1,400
1,400
38. SIGNIFICANT EVENTS AFTER YEAR END
No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this financial
report that has significantly affected or may significantly affect the operations of the consolidated entity, the results of those
operations or the state of affairs of the consolidated entity in subsequent financial years.
39. RELATED PARTY DISCLOSURES
Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the
remuneration report.
Directors’ shareholdings
Ordinary shares held at the end of the financial year
Net ordinary shares purchased/(sold) by directors during the financial year
The directors participated in the rights issue during the previous financial year to the value of AUD 14,314,139.
The rights issue was completed in 2021.
Ordinary dividends received during the year in respect of those ordinary shares
Shares in the parent entity
2022
2021
313,861
32,391,451
(65,304)
1,030,811
2022
$
2021
$
5,468,767
10,698,826
(a) Wholly owned Group – intercompany transactions and outstanding balances
The parent entity and its controlled entities entered into the following transactions during the year within the wholly owned Group:
> Loans were advanced and repayments received on loans and intercompany accounts
> Fees were exchanged between entities
>
Interest was charged between entities
> The parent entity and its Australian controlled entities have been parties to a tax sharing deed, which includes a tax funding
arrangement (note 34)
> Dividends were paid between entities
> Bank guarantees were provided by the parent entity to its controlled entities (note 35)
These transactions were undertaken on commercial terms and conditions.
Ultimate controlling entity
The ultimate controlling entity of the Group is Computershare Limited.
(b) Ownership interests in related parties
Interests in controlled entities are set out in note 31. Interests held in associates and joint ventures are disclosed in note 32.
127 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(c) Transactions with associates and joint ventures
The following transactions were entered into with associates and joint ventures:
Sales and purchases of goods and services
Sales to
Purchases from
Outstanding balances arising from sales and purchases of goods and services
Trade receivables
Trade payables
Loans to/from related parties
Loans receivable from Milestone Group Pty Ltd
These transactions were undertaken on commercial terms and conditions.
40. KEY MANAGEMENT PERSONNEL DISCLOSURES
Key management personnel compensation
Short-term employee benefits
Other long-term benefits
Post-employment benefits
Share-based payments
Other
Total
2022
$
2021
$
243,587
286,569
4,020,354
3,936,520
45,895
12,617
8,515
635,459
-
375,674
6,489,840
6,033,699
78,201
31,422
119,497
107,569
3,721,036
2,144,149
41,081
166,554
10,449,655
8,483,393
For detailed remuneration disclosures please refer to sections 1 to 6 of the remuneration report within the Directors’ Report.
41. EMPLOYEE AND EXECUTIVE BENEFITS
Certain employees are entitled to participate in share and performance rights schemes. A transaction is classified as share-based
compensation where the Group receives services from an employee and pays for these in shares or similar equity instruments.
For each of the Group’s share plans, the fair value is measured at grant date and the expense is recognised over the relevant
vesting period in the income statement with a corresponding increase in the share-based payments reserve. The expense is
adjusted to reflect actual and expected levels of vesting.
(a) Share plans
Exempt Employee Share Plan
Computershare operates an Exempt Employee Share Plan which provides Australian based employees the opportunity to acquire
shares in Computershare Limited. Each year, participating employees can make contributions from their pre-tax salary to acquire
AUD 500 worth of shares. Such employee contributions are matched by the Group with an additional AUD 500 worth of shares
being acquired for each participating employee. All permanent employees in Australia with at least six months service and
employed at the allocation date are entitled to participate in this plan.
Deferred Employee Share Plan
Computershare also operates a Deferred Employee Share Plan where Computershare matches dollar for dollar employee pre-tax
contributions to a maximum of AUD 3,000 per employee. Shares purchased and funded by an employee’s pre-tax salary must
remain in the plan for a minimum of one year. Matching shares funded by the Group must be kept in the plan for a minimum of two
years or they will be forfeited. All permanent employees in Australia employed at the allocation date are entitled to participate in
this plan. Similar contribution plans have been made available to employees in other jurisdictions where the Group has operations,
including New Zealand, Hong Kong, China, the United Kingdom, Ireland, Jersey, Germany, Canada, South Africa and the US.
128
Deferred Short-Term Incentive (DSTI) Share Plan
The Group also provides DSTI awards to employees as part of the group’s STI incentive plans. Recipients of DSTI awards must
complete specified periods of service as a minimum before any share awards under the DSTI plan become unrestricted. Shares in
Computershare Limited may also be provided to selected employees on a discretionary basis for retention or similar purposes.
Number of employee shares held
Opening balance
Shares purchased on the market
Forfeited shares reissued
Shares forfeited
Shares withdrawn
Closing balance
Fair value of shares granted through the employee share plan ($000)*
Ordinary shares
2022
2021
12,223,037
11,188,579
2,633,016
2,990,432
242,190
253,430
(224,227)
(254,947)
(3,254,199) (1,954,457)
11,619,817
12,223,037
38,243
31,564
* Weighted average fair value of shares is determined by the closing price at the end of the day’s trading on the Australian Securities Exchange on the
allocation date. The average price per share purchased on market was AUD $18.30.
Phantom Share Awards Plan
The Phantom Share Awards Plan (Phantom Plan) is as an alternative to the DSTI Share Plan to employees who are resident for tax
purposes in countries where the taxation and/or legal requirements mean the DSTI Share Plan does not achieve the most effective
outcome for Computershare or those employees. Awards under the Phantom Plan are cash-settled and vest after specified periods
of service have been completed.
(b) Long-Term Incentive Plan
Performance rights and share appreciation rights
The Company offers a long-term incentive plan (LTIP) to eligible key management personnel and senior group executives.
The LTIP plan comprises awards of performance rights or other equity instruments that are subject to performance hurdles.
Rights are granted for no consideration and carry no dividend or voting rights. Each performance right carries an entitlement
for the participant to be granted one fully paid ordinary share in Computershare Limited subject to satisfaction of the applicable
performance hurdles and continued employment over a three year performance period. Under the FY2019 and FY2020 LTIP,
50% of each award of performance rights is subject to an EPS hurdle and 50% is subject to a TSR performance hurdle.
In FY2021, a transitional LTIP was introduced for that financial year only which was designed to support the Group’s recovery
from the economic impacts of the Covid-19 pandemic. The FY2021 LTIP award comprised 50% a grant of performance rights
subject to a TSR performance hurdle and the other 50% a grant of Share Appreciation Rights (SARs). A share-settled SAR entitles
the participant to a payment (in Company shares) at the end of the performance period equivalent to the amount by which the
underlying Company share price has increased since the right was granted.
In FY2022, Computershare reverted to an LTIP which comprised an award of performance rights subject to performance hurdles.
Under the FY2022 LTIP, 40% of each award of performance rights is subject to a TSR performance hurdle, 30% is subject to a
Management EPS excluding margin income (EPS ex MI) hurdle and 30% is subject to a Return on Invested Capital (ROIC) hurdle.
Set out below are summaries of performance rights and SARs granted under the LTIP:
Performance rights
Grant date
Approximate
exercise date
Exercise
price
Balance at
beginning of
the year
Granted
during
the year
Exercised
during
the year
Lapsed
during
the year
Balance at
end of
the year
Exercisable
at end of
the year
26 Nov 20181
Sep 2021
25 Nov 20191
Sep 2022
27 Nov 20201
Sep 2023
29 Nov 2021
Sep 2024
Total
$0.00
$0.00
$0.00
$0.00
518,718
725,928
417,412
-
-
-
-
699,880
1,662,058
699,880
-
-
-
-
-
(518,718)
-
(37,792)
688,136
(20,662)
396,750
-
699,880
(577,172)
1,784,766
1
The grant date of prior year awards has been amended to correct the date the employee accepted the performance rights allocation.
Share appreciation rights
27 Nov 20202
Sep 2023
$0.00
1,477,334
Total
1,477,334
-
-
-
-
(73,130)
1,404,204
(73,130)
1,404,204
2 The grant date of prior year awards has been amended to correct the date the employee accepted the share appreciation rights allocation.
-
-
-
-
-
-
-
129 | COMPUTERSHARE | ANNUAL REPORT | 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The fair value of performance rights granted under the 2022 LTI plan were assessed using the following parameters:
Grant Date
Hurdle start date
Hurdle end date
Share price at grant date
Fair value at measurement date (i)
Exercise price
Expected volatility (ii)
Option life
Expected dividend yield p.a (iii)
Risk free rate p.a. (iv)
2022 Plan TSR
2022 Plan EPS Ex MI
2022 Plan ROIC
29 November 2021
29 November 2021
29 November 2021
1 July 2021
30 June 2024
1 July 2021
30 June 2024
1 July 2021
30 June 2024
AUD 19.14
AUD 13.63
AUD 0.00
31.53%
3 years
2.403%
0.915%
AUD 19.14
AUD 17.91
AUD 0.00
31.53%
3 years
2.403%
0.915%
AUD 19.14
AUD 17.91
AUD 0.00
31.53%
3 years
2.403%
0.915%
i)
To calculate fair value, a Monte Carlo simulation was used to estimate the likelihood of achieving the relative TSR hurdles. For the EPS Ex MI and ROIC
hurdles, the Black-Scholes-Merton model was used to estimate the fair value.
ii) Expected volatility is based on historical daily share price for the three-year period preceding the grant date.
iii) Expected dividend yield is based on historic yield for the three-year period immediately preceding the grant date.
iv) Risk free interest rate is based on the three-year zero coupon Australian government bonds at grant date.
(c) Employee benefits recognised
Performance rights expense
Share plan and options expense
Aggregate employee entitlement liability (note 23 and 24)
42. REMUNERATION OF AUDITORS
2022
$000
4,941
21,309
48,969
2021
$000
1,822
20,572
48,477
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its network firms
and non-related audit firms:
Assurance services:
Auditing or review of financial statements
– PricewaterhouseCoopers Australia
– Network firms of PricewaterhouseCoopers Australia
Other assurance services
– PricewaterhouseCoopers Australia
– Network firms of PricewaterhouseCoopers Australia
Taxation services
– Related practices of PricewaterhouseCoopers Australia
1,347
3,961
5,308
519
4,861
5,380
231
231
989
3,328
4,317
461
2,146
2,607
463
463
Remuneration received, or due and receivable, by auditors other than the auditor of the parent entity and its
affiliates for:
Auditing or review of financial statements
173
547
130
REPORTS
DIRECTORS’ DECLARATION
In the directors’ opinion:
(a) the financial statements and notes set out on pages 69 to 130 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of its performance for the
financial year ended on that date; and
(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and
payable; and
(c) at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identified in
note 31 will be able to meet any obligations or liabilities to which they are, or may become, subject to by virtue of the deed of
cross guarantee described in note 33.
Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by section 295A
of the Corporations Act 2001.
Signed in accordance with a resolution of the directors.
SD Jones
Chairman
19 September 2022
SJ Irving
Director
131 | COMPUTERSHARE | ANNUAL REPORT | 2022
DECLARATION TO THE BOARD OF DIRECTORS
The Chief Executive Officer and Chief Financial Officer state that:
(a) the financial records of the consolidated entity for the financial year ended 30 June 2022 have been properly maintained in
accordance with section 286 of the Corporations Act 2001; and
(b) the financial statements, and the notes to the financial statements, of the consolidated entity, for the financial year ended
30 June 2022:
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
(ii) give a true and fair view of the consolidated entity’s financial position as at 30 June 2022 and of their performance for the
financial year ended on that date.
SJ Irving
Chief Executive Officer
19 September 2022
NSR Oldfield
Chief Financial Officer
132
INDEPENDENT AUDITOR’S REPORT
Independent auditor’s report
To the members of Computershare Limited
Report on the audit of the financial report
Our opinion
In our opinion:
(a)
The accompanying financial report of Computershare Limited (the Company) and its
controlled entities (together the Group) is in accordance with the Corporations Act 2001,
including:
i. giving a true and fair view of the Group's financial position as at 30 June 2022 and of its
financial performance for the year then ended
ii. complying with Australian Accounting Standards and the Corporations Regulations 2001.
(b) The financial report and notes also comply with International Financial Reporting Standards as
disclosed in Note 1.
What we have audited
The Group financial report comprises:
●
●
●
●
●
●
the consolidated statement of financial position as at 30 June 2022
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated cash flow statement for the year then ended
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
133 | COMPUTERSHARE | ANNUAL REPORT | 2022
Liability limited by a scheme approved under Professional Standards Legislation.
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
Materiality
● For the purpose of our audit we used overall Group materiality of USD 17 million, which represents
approximately 5% of the Group’s profit before tax, excluding the acquisition and integration costs related
to the Computershare Corporate Trust (CCT) business and a gain on disposal of an equity investment
(“adjusted Group profit before tax”).
● We applied this threshold, together with qualitative considerations, to determine the scope of our audit and
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the
financial report as a whole.
● We chose adjusted Group profit before tax because, in our view, it is the benchmark against which the
performance of the Group is most commonly measured. We adjusted for the acquisition and integration
costs and the gain on disposal of an equity investment as these are infrequent items impacting profit and
loss.
● We utilised a 5% threshold based on our professional judgement, noting it is within the range of commonly
acceptable thresholds.
Audit Scope
● Our audit focused on where the Group made subjective judgements; for example, significant accounting
estimates involving assumptions and inherently uncertain future events.
● The Group operates in more than 20 countries, with the majority of its business based in six geographical
locations – Australia, United States of America, United Kingdom, Canada, Hong Kong and Switzerland.
The Group engagement team determined the nature, timing and extent of work that needed to be
performed by it and by auditors operating under its instruction (component auditors). We structured our
audit approach as follows:
- We audited certain entities in Australia, United States of America, United Kingdom, Hong Kong and
Canada due to their financial significance to the Group.
- We performed specified risk focused procedures on certain account balances for other entities in
Australia, United States of America, United Kingdom, Canada and Switzerland.
134
- We carried out further procedures at the Group level, including procedures over consolidation and
preparation of the financial statements.
● For work performed by component auditors, we determined the level of involvement required from us in
order to be able to conclude whether sufficient appropriate audit evidence had been obtained. Our
involvement included discussions, written instructions and holding meetings with component audit teams
in Australia, United States of America, United Kingdom, Canada, Hong Kong and Switzerland.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the Risk
and Audit Committee.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of goodwill
(Refer to note 11 of the financial statements)
The Group had a goodwill balance of USD 1,984
million at 30 June 2022 (30 June 2021: USD
1,912 million), representing approximately 33%
(30 June 2021: 36%) of the total assets of the
Group.
The Group is required to perform an impairment
assessment of its goodwill balance at least
annually under Australian Accounting Standards.
The Group performed an impairment
assessment over the goodwill balance by
calculating the value in use for each operating
segment, which is comprised of groups of cash
generating units (CGUs), or CGUs separately
identified for impairment testing, using
discounted cash flow models (the models). This
assessment included considering the treatment
of the newly acquired CCT operating segment
and associated CGU.
We considered the impairment assessment of
goodwill to be a key audit matter as the goodwill
balance is significant to the consolidated
statement of financial position and significant
judgement is required by the Group in estimating
future cash flows, particularly with respect to
determining appropriate:
● Discount rates.
●
Five year cash flow projections (in a
limited number of cases, the CGU cash
We evaluated whether the Group’s identification of CGUs,
which are the smallest identifiable groups of assets that
can generate largely independent cash inflows, was
consistent with our knowledge of the Group’s operations
and the internal organisational structure.
We evaluated whether the methods applied in calculating
and allocating carrying value and value in use to the
identified CGUs were in line with the requirements of
Australian Accounting Standards.
In relation to the models, we performed the following
procedures, amongst others:
●
Tested the mathematical accuracy of the models’
calculations, on a sample basis.
● Compared cash flow forecasts to Board
approved business plans.
● Compared previous cash flow forecasts to actual
results to assess the historical accuracy of
forecasting.
●
●
●
Together with PwC valuation experts, assessed
the appropriateness of discount rates contained
in the models, for a sample of CGUs, by
comparing these to relevant external data.
Tested whether cash flow forecasts and terminal
growth rates used in the models are consistent
with our knowledge of current business
conditions, externally derived data (where
possible) and our understanding of the business.
For each operating segment, assessed the
Group’s sensitivity analysis which included the
135 | COMPUTERSHARE | ANNUAL REPORT | 2022
INDEPENDENT AUDITOR’S REPORT Key audit matter
How our audit addressed the key audit matter
flow projections are for a period longer
than five years to account for the nature
of the cash flows and specific
circumstances).
●
Earnings growth rates applied beyond
the short-term cash flow forecasts
(terminal growth rates).
Group’s assessment of reasonably possible
changes to key assumptions.
We also considered the reasonableness of the Group’s
financial report disclosures in relation to this matter in light
of the requirements of Australian Accounting Standards.
We performed the following procedures, amongst others,
over the Group’s assessment of the useful life of MSRs:
●
●
Assessed significant assumptions as at 30 June
2022 and any changes to significant assumptions
since the Group’s most recent assessment (as at
1 July 2021) by reference to externally derived
data (where possible).
Together with PwC valuation experts, tested the
Group’s third party MSR valuer’s estimate for
expected remaining useful life.
● Compared the Group’s estimate of useful life for
the interest-sensitive and non-interest sensitive
loans to that of the Group’s third party MSR
valuer.
● Considered the competence and capabilities of
the Group’s third party MSR valuer.
We also considered the reasonableness of the Group’s
financial report disclosures in relation to this matter in light
of the requirements of Australian Accounting Standards.
Useful life assessment of Mortgage Servicing
Rights (MSRs)
(Refer to note 10 of the financial statements)
The Group held MSRs after amortisation of USD
629 million at 30 June 2022 (30 June 2021: USD
678 million), representing approximately 10% (30
June 2021: 13%) of the total assets of the
Group.
MSRs are intangible assets acquired that
provide the legal right to service a particular
mortgage for a fee for the duration of its life. The
owner of the MSR can either service the loan
itself or appoint a sub-servicer to do so.
Amortisation for MSRs is calculated using the
straight-line method over their estimated useful
lives of eight years for the interest-sensitive part
of the portfolio and nine years for the
non-interest sensitive part of the portfolio.
The estimated useful life of MSRs reflects the
Group’s estimate of the average life of the
underlying mortgages. The most significant
factors impacting the useful life are US mortgage
interest rates and the rate of the borrowers’
prepayments. The average life of MSRs
increases where US interest rates are higher or
borrower prepayments are lower than previously
estimated, which would result in an decrease in
amortisation expense.
We considered the useful life of MSRs to be a
key audit matter as significant judgement is
required by the Group in determining the period
over which these rights will generate economic
benefits.
136
Key audit matter
How our audit addressed the key audit matter
Computershare Corporate Trust purchase
price accounting (PPA)
(Refer to note 8 of the financial statements)
On 1 November 2021, Computershare acquired
the assets of Wells Fargo corporate trust
services (CCT), a leading US based provider of
trust and agency services to government and
corporate clients. Total consideration was USD
725.6 million.
The fair value of material assets and liabilities
arising from the acquisition include customer
relationships (intangible assets) (USD 595.5m),
trade and unbilled receivables of (USD 30.8m),
property, plant and equipment (USD 18.1m) and
contract liabilities (USD 56.5m).
Provisional goodwill on consolidation of USD
130.1m was recognised at acquisition date. The
purchase price accounting remains provisional at
year end.
The acquisition was a key audit matter as
determining the fair value of the assets and
liabilities acquired, including the customer
relationship and contract liabilities, is inherently
judgemental.
We performed the following procedures over CCT PPA,
amongst others:
● Obtained the final signed purchase agreement
and evaluated whether the transaction
represents a business combination in line with
Australian Accounting Standards.
● Compared the cash consideration paid by the
Group, including all associated acquisition costs,
to the final signed purchase agreement.
●
Assessed the fair values of the acquired assets
and liabilities recognised by agreeing the book
values to supporting documentation.
● Reviewed the Group’s third party valuer’s report
outlining the key assumptions and estimated
useful life for customer relationships.
● Considered the competence and capabilities of
the third party valuer engaged by the Group to
assess the useful life of customer relationships.
●
●
●
Assessed the reasonableness of the valuation
model including key inputs and assumptions for
the customer relationship intangible asset
acquired, with a particular focus on the key
assumptions therein, including the weighted
average cost of capital, internal rate of return and
weighted average rate of return.
Tested the mathematical accuracy of the model’s
calculations.
Assessed the useful lives of intangible assets in
light of our knowledge of the business’
operations.
We also considered the reasonableness of the Group’s
financial report disclosures in relation to this matter in light
of the requirements of Australian Accounting Standards.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2022, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
137 | COMPUTERSHARE | ANNUAL REPORT | 2022
INDEPENDENT AUDITOR’S REPORT In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Presentation of Financial Statements, that the financial statements comply with International Financial
Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 45 to 66 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2022
complies with section 300A of the Corporations Act 2001.
138
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Marcus Laithwaite
Partner
Melbourne
19 September 2022
139 | COMPUTERSHARE | ANNUAL REPORT | 2022
INDEPENDENT AUDITOR’S REPORT FURTHER INFORMATION
SHAREHOLDER INFORMATION
This section contains additional information required by the Australian Securities Exchange Limited listing rules not disclosed
elsewhere in this report.
SHAREHOLDINGS
Substantial Shareholders
The following information is extracted from the Company’s Register of Substantial Shareholders.
Name
AustralianSuper Pty Ltd
BlackRock Group
Christopher John Morris
State Street Corporation
Number of
ordinary shares
Fully paid
percentage
65,885,368
36,491,751
32,091,083
30,253,648
10.91%
6.04%
5.32%
5.01%
Class of shares and voting rights
At 9 September 2022 there were 36,632 holders of ordinary shares in the Company. The voting rights attaching to the ordinary
shares set out in clause 4 of the Company’s Constitution are:
a. the right to receive notice of and to attend and vote at all general meetings of the Company;
b. the right to receive dividends; and
c. in a winding up or a reduction of capital, the right to participate equally in the distribution of the assets of the Company (both
capital and surplus), subject to any amounts unpaid on the Share and, in the case of a reduction, to the terms of the reduction.
Distribution of shareholders of shares as at 9 September 2022
Size of holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total shareholders
Ordinary
shareholders
20,692
12,657
1,924
1,252
107
36,632
There were 670 shareholders holding less than a marketable parcel of 21 ordinary shares as at 9 September 2022.
Twenty Largest Shareholders of ordinary shares as at 9 September 2022
Ordinaryshares
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Limited
Citicorp Nominees Pty Limited
National Nominees Limited
Welas Pty Ltd
BNP Paribas Noms Pty Ltd
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