Annual Report 2023
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
29 September 2023. 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 Calendar ............................................................. 3
Consolidated Statement of Comprehensive Income .67
Financial Highlights ........................................................... 4
Consolidated Statement of Financial Position ...........68
Chairman’s Report .............................................................. 5
Consolidated Statement of Changes in Equity ...........69
CEO’s Report ....................................................................... 7
Consolidated Cash Flow Statement ..............................70
Issuer Services ................................................................... 9
Notes to the Consolidated Financial Statements .....71
Computershare Corporate Trust ....................................10
Employee Share Plans ....................................................11
Mortgage Services ...........................................................12
Computershare at a glance ............................................13
Key Financial Metrics ......................................................15
Environment, Social
and Governance .................................................................17
People .................................................................................19
REPORTS
Directors’ Declaration .................................................. 131
Declaration to the Board of Directors ...................... 132
Independent Auditor’s Report ................................... 133
FURTHER INFORMATION
Group operating overview ...............................................21
Shareholder information ............................................. 139
Business strategies and prospects ...............................23
Corporate directory ...................................................... 140
GOVERNANCE
Corporate Governance Statement ................................26
Directors’ Report ...............................................................40
Auditor’s Independence Declaration ............................66
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 67 to 130).
FINANCIAL CALENDAR
2023
2024
23 August
Record date for final dividend
18 September
Final dividend paid
15 November
The Annual General Meeting of
Computershare Limited
ABN 71 005 485 825
10.00am hybrid meeting
14 February
Announcement of financial results for the
half year ending 31 December 2023
3 | COMPUTERSHARE | ANNUAL REPORT | 2023
FINANCIAL HIGHLIGHTS
Statutory results
Total revenue
3,200.8 million
2,565.1 million
Net profit after non-controlling interests (NCI)
444.7 million
227.7 million
Statutory earnings per share
73.67 cents
37.71 cents
24.8%
95.4%
95.4%
June 2023
June 2022
% Change
Management adjusted results
Management EBITDA (Earnings before interest,
tax, depreciation, and amortisation)
1,216.3 million
720.2 million
68.9%
Management EBIT (Earnings before interest and tax)
1,032.5 million
531.1 million
Management net profit after NCI
Management earnings per share
652.1 million
349.9 million
108.01 cents
57.95 cents
Management earnings per share (in constant currency)
109.72 cents
57.95 cents
Balance sheet
Total assets
Total shareholders’ equity
Performance indicators
6,146.4 million
6,058.3 million
2,141.0 million
2,159.4 million
94.4%
86.4%
86.4%
89.3%
1.5%
-0.9%
Free cash flow (excluding SLS advances)
511.1 million
322.6 million
58.4%
Net debt to management EBITDA (excluding non-recourse debt)*
0.85 times
1.64 times
Down 0.79 times
Return on equity*
Staff numbers
30.1%
14,081
15.6%
Up 1,450bps
14,120
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 FY23 results translated to USD at
FY22 average exchange rates. FY23 Management earnings per share of 109.72 cps assumes weighted average number of shares
(WANOS) of 603,729,336. FY22 Management earnings per share of 57.95 cps assumes WANOS of 603,729,336.
4
CHAIRMAN’S
REPORT
Paul Reynolds
Chairman
ON BEHALF OF
THE BOARD OF
DIRECTORS, I AM
PLEASED TO PRESENT
COMPUTERSHARE’S
ANNUAL REPORT
FOR FY23.
YEAR IN REVIEW: RECORD RESULTS
As my first year as Chair of your company comes to a close, I can reflect that Computershare
has performed well in volatile market conditions with recovery in the second half of the year
supporting record earnings. Across our integrated model, recurring revenues were resilient.
While event and transaction fees were impacted by lower market activity levels, higher interest
rates drove record Margin Income and group results.
Our people have performed exceptionally well, managing the complex integration of recent major
acquisitions, adapting to the opportunities and threats from a volatile macro-environment and
re-shaping the way we work for a post-pandemic world.
Management Revenue
Management EPS
$3.3bn
UP 27.2%
Margin Income (MI)
$792.1m
UP 323.4%
Management EBIT ex. MI
$258.4m
DOWN 24.9%
109.7 cps
UP 89.3%
Return on Invested Capital (ROIC)
22.7%
UP 1,050 bps
Final dividend per share (AUD)
40 cps1
UP 33%2
NAVIGATING VOLATILE MARKET CONDITIONS
Management revenue was up 27% to over $3.3bn. This included record Margin Income of $792m
for the Group, as interest rates continued to rise. However, the frequency of interest rate rises
also created an uncertain macro business environment which caused higher input costs and
slowed corporate activity resulting, for example, in lower average client balances due to subdued
bond issuance. Pleasingly, customer fee revenue grew across all core business lines. Transaction
and event-based revenues were impacted by the volatility of interest rates, but did improve in the
second half, such that first half to second half growth in Management EBIT ex MI was 70%, as
market conditions improved.
Notes: All figures in this presentation are presented in USD millions and in constant currency, unless otherwise stated.
1 Unfranked; Total dividend per share for FY23 is AUD 70 cps (FY22 AUD 54 cps);
2 Compared to FY22 final dividend per share of AUD 30.0 cents share (cps).
5
CHAIRMAN’S REPORT
Paul Reynolds
Chairman
The company’s risk management processes were stress-tested
by the US banking crisis in March 2023 and, although we took
a few learnings from the experience, the Board was pleased to
note that management’s response was swift and effective and
that our pre-existing policies provided robust protection.
BUILDING A SIMPLER, STRONGER COMPUTERSHARE
We made good progress in building a more balanced, stronger
Computershare with a focus on higher quality earnings from
our core businesses of Issuer Services, Employee Share Plans
and Corporate Trust. The sale in May of Kurtzman Carson
Consultants (KCC), the Bankruptcy and Class Actions business,
simplified the portfolio. We continue to examine the strategic
alternatives for our Mortgage Services business in the US (now
returned to profitability) while also working on options for
the UK. We believe the core Group portfolio of businesses is
driving improvement in the consistency of our earnings. To help
protect Computershare from potential future downward moves
in interest rates, we have locked in $1.2bn of Margin Income
through an active hedging program, the majority of which will
be received over the next five years.
A POSITIVE OUTLOOK
Management EPS is expected to increase by around 7.5% in
FY24. We expect growth in core fees and further recovery in
EBIT ex MI. Margin Income is expected to be higher at around
$840m as higher net yields offset cyclically lower balances,
although interest expense is also expected to rise reflecting
higher rates.
Computershare’s cash flow performance continues to be
particularly strong and underpins rapid de-leveraging which
is expected to provide substantial balance sheet capacity
for disciplined capital allocation towards complementary
acquisitions that strengthen the business. Our balance sheet
strength has also enabled the company to announce an
AU$750 million share buyback program which is expected to
further enhance returns to shareholders in FY24.
It has been my great privilege to work with the Board,
CEO Stuart Irving and Computershare’s fantastic, dedicated
team of people who delivered time and again for customers
and shareholders over the past year. I thank them all
and especially you, our shareholders, for your ongoing
investment in our success.
OUR PLACE IN THE WORLD
Our Environment, Social and Governance (ESG) measures
are becoming more sophisticated, as we keep striving to
have a positive impact on staff, communities, and the natural
environment. This isn’t a ‘nice to have’, as is shown by the
excellent Diversity and Inclusion (D&I) results in our Employee
Opinion Survey which tell us we are improving and moving in a
direction where D&I becomes naturally part of what we do.
REWARDING SHAREHOLDERS
The Board was delighted to share the benefits of this year’s
performance with shareholders through a significantly
improved final dividend of 40 cents, up 33% on last year.
Paul Reynolds
Chairman
All references to Management Results in the Chairman’s Report are in constant currency unless otherwise stated.
This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements
of Computershare’s FY23 results presentation available at www.asx.com.au.
6
CEO’S REPORT
THIS YEAR WE
CONTINUED TO FORTIFY
COMPUTERSHARE
AND EXECUTE ON OUR
STRATEGY TO BUILD A
SIMPLER, STRONGER
COMPUTERSHARE WITH
HIGH-QUALITY EARNINGS.
Stuart Irving
CEO
BUILDING ON OUR STRENGTHS
We delivered a 23% return on invested capital, generated over $500m of free cash flow
and increased our focus on growing our core businesses.
In FY23, revenues, inclusive of margin income, grew across all our core business lines,
including Issuer Services, Employee Share Plans and our US Corporate Trust Business.
FY22
FY23 @ CC
979.5
328.0
336.0
1,126.6
364.9
847.9
Var
15.0%
11.3%
152.4%
Issuer Services
Employee Share Plans
CCT
Revenue
n
o
i
l
l
i
m
D
S
U
1,200
1,000
800
600
400
200
0
Issuer
Services
Employee
Share Plans
CCT
FY22
FY23 @ CC
7 | COMPUTERSHARE | ANNUAL REPORT | 2023
CEO’S REPORT
Stuart Irving
CEO
In Issuer Services, Governance Services continued to grow.
Registry revenues increased modestly despite a lack of IPOs,
which caused a follow-on shortfall in registry work for newly
listed companies.
Transaction revenues in Employee Share Plans recovered in the
second half of FY23, after subdued trading in the first half, and
we continue the roll out of the EquatePlus product. Data shows
we can gain market share where the system is deployed.
We also had a full year’s contribution from CCT, our US Corporate
Trust business, which we are integrating to plan and delivering
expected synergies.
With a focus on streamlining the Group, we sold our Bankruptcy
and Class Actions business in May this year and we continue to
assess options available to us in our Mortgage businesses.
LOOKING FORWARD
Computershare’s future excites me as much now as it did
when I joined the company more than 26 years ago. This is in
large part because we never rest on our laurels and are always
striving to be better.
In FY24 and beyond, we will continue to maintain a conservative
balance sheet with acquisition firepower. We will deploy our cash
flows to strengthen our operations, make attractive acquisitions
in our core businesses, drive technology innovation and,
importantly, reward shareholders.
Thank you to our shareholders for your support. My deepest
thanks also to every member of our staff and our Board for
your efforts over the past year.
Stuart Irving
CEO and President
OUR PEOPLE AND OUR IMPACT
As always, our financial success this year is not just a numbers
story – it’s a people story.
More than 14,000 staff who work across more than
20 countries made our success happen, guided by our core
values of certainty, ingenuity and advantage. Perhaps most
importantly, we took time to enjoy the ride along the way,
feeding into our trademark ‘purple’ culture that attracts and
keeps top talent.
We remain committed to doing the right thing by our staff,
broader communities and the environment through ESG
measures. Our Diversity and Inclusion strategy helps ensure
our company is genuinely diverse and supports everyone to
thrive as they are. In FY23, we developed our first five-year
action plan, bringing us one step closer to our goal to achieve
Net Zero by 2042. We have offset all our carbon emissions
since 2020, which you can read more about in our 2022
ESG Report.
We also continued to partner with staff to invest in global
and local projects that provide opportunities and champion
inclusion, through our Change A Life program. You can read
more about these programs on page 17, and in our annual ESG
Report.
All references to Management Results in the CEO’s Report are in constant currency unless otherwise stated.
This guidance was provided subject to the assumptions, detailed financial data and the important notice on slide 58 regarding forward looking statements
of Computershare’s FY23 results presentation available at www.asx.com.au.
8
Fiona
Chalmers
CEO
Issuer Services
ISSUER
SERVICES
MARGIN INCOME AND GOVERNANCE SERVICES
GROWTH OFFSETS DECLINE IN MARKET-BASED
REVENUES
Management EBIT
Margin
$384.0m
UP 45.6%
34.1%
UP 720bps
FINANCIAL RESULTS
Revenue breakdown
Register Maintenance
Corporate Actions
Stakeholder Relationship Management
Governance Services
Margin Income
Total Revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY23 CC
$684.2
$89.8
$54.9
$92.6
$205.1
$1,126.6
$386.8
34.3%
FY22 Actual
CC Variance
$675.0
$111.0
$59.6
$85.5
$48.4
$979.5
$266.6
27.2%
+1.4%
-19.1%
-7.9%
+8.3%
+323.8%
+15.0%
+45.1%
Up 710bps
FY23 HIGHLIGHTS
FY24 PRIORITIES
FY23 HIGHLIGHTS
FY24 PRIORITIES
Issuer paid fees higher with positive renewals
and net new client wins.
Strong growth in Governance Services, adding
scale and building product suite.
Deliver a richer Issuer experience through a
broader service offering, involving our clients
in our service innovation and providing greater
digital capability.
Invest in our shareholder experience to enhance
their share ownership journey and the range of
services available to them.
Event and Transactions Fee revenue impacted
by macro environment, e.g. global IPO market
volume (down >30%).*
Continue to build our Governance Services
business globally, both organically and
inorganically.
Strong growth in earnings despite weaker bond
issuance not offsetting run off.
Integration plan on track with transition services
agreement set to finish 1 November 2023.
Continued high level of client retention.
Synergy initiatives set to accelerate after
technology separation.
Exit transitional services agreement on
schedule.
Achieve synergies via organisation and digital
transformation.
Deliver revenue growth via new product and
service delivery.
* Source: EY’s Global IPO Trends Report
All references to Management Results are in constant currency unless otherwise stated.
9 | COMPUTERSHARE | ANNUAL REPORT | 2023
Frank
Madonna
CEO
Computershare
Corporate Trust
COMPUTERSHARE
CORPORATE TRUST
MARGIN INCOME A HIGHLIGHT OF IMPRESSIVE
BROADER RESULTS; INTEGRATION AND
SYNERGIES REMAIN ON TRACK
Management EBIT
Margin
$440.8m
UP 411.4%
52.0%
UP 2,640bps
FINANCIAL RESULTS
Revenue breakdown
Trust Fee and other Revenue
Money Market Funds Fee Revenue
Margin Income
Total Revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY23 CC
$430.9
$44.6
$372.4
$847.9
$451.4
53.2%
FY22 Actual
CC Variance
$260.5
$20.0
$55.5
$336.0
$89.8
+65%
+123%
+571%
+152%
+403%
26.7%
Up 2,650 bps
FY23 HIGHLIGHTS
FY24 PRIORITIES
Strong growth in earnings despite weaker bond
issuance not offsetting run off.
Integration plan on track with transition services
agreement set to finish 1 November 2023.
Continued high level of client retention.
Synergy initiatives set to accelerate after
technology separation.
Exit transitional services agreement on
schedule.
Achieve synergies via organisation and digital
transformation.
Deliver revenue growth via new product and
service delivery.
All references to Management Results are in constant currency unless otherwise stated.
As a result of the disposal of the KCC business in FY23, we will combine the legacy Corporate Trust business with Computershare Corporate Trust in FY24.
10
EMPLOYEE
SHARE PLANS
RECORD EARNINGS DRIVEN BY RECOVERY IN
TRANSACTIONAL REVENUE IN 2H
Francis
Catterall
CEO, Employee
Share Plans
Management EBIT
$104.1m
UP 37.5%
Margin
28.5%
UP 540bps
FINANCIAL RESULTS
Revenue breakdown
Fee Revenue
Transactional Revenue
Other Revenue
Margin Income
Total Revenue
Mgmt EBITDA
Mgmt EBITDA margin
FY23 CC
FY22 Actual
CC Variance
$153.8
$163.7
$15.6
$31.8
$364.9
$109.1
29.9%
$151.5
$159.5
$12.9
$4.1
$328.0
$81.0
24.7%
+1.5%
+2.6%
+20.9%
+675.6%
11.3%
34.7%
+520bps
FY23 HIGHLIGHTS
FY24 PRIORITIES
Transactional volumes very strong in 2H. $218bn
of Assets Under Administration highlights latent
earnings potential.
Continue to upgrade clients to EquatePlus in
North America.
The EquatePlus upgrades continue. First
North American clients successfully completed.
Drive further digital adoption through
product initiatives.
Ongoing digitisation of offering, with new mobile
app receiving positive user feedback.
Continue to drive organic growth and
penetration at the client level, increasing
participant numbers, units under
administration and fee revenue.
All references to Management Results are in constant currency unless otherwise stated.
11 | COMPUTERSHARE | ANNUAL REPORT | 2023
Nick Oldfield
Chief Financial
Officer and Global
Head of Mortgage
Services
MORTGAGE
SERVICES
2H RETURN TO PROFITABILITY IN US;
UK OPERATIONS STABLE AND PROFITABLE
Management EBIT2
Margin
$4.5m
UP 171.4%
0.9%
UP 210bps
FINANCIAL RESULTS
Revenue breakdown
US Mortgage Services
US Mortgage Services Margin Income
UK Mortgage Services
Total Revenue
Mgmt EBITDA1
Mgmt EBITDA margin
FY23 CC
$351.0
$52.6
$113.8
$517.3
$109.8
21.2%
FY22 Actual
CC Variance
$422.8
$3.3
$115.4
$541.5
$108.1
20.0%
-17.0%
+1,493.9%
-1.4%
-4.5%
+1.6%
+120bps
FY23 HIGHLIGHTS
FY24 PRIORITIES
FY23 HIGHLIGHTS
FY24 PRIORITIES
Transactional volumes very strong in 2H. $218bn
of Assets Under Administration highlights latent
earnings potential.
Continue to upgrade clients to EquatePlus in
North America.
US result impacted by lower refinancing
volumes and weaker originations.
Continue to grow the servicing portfolio.
The EquatePlus upgrades continue. First
North American clients successfully completed.
Drive further digital adoption through
product initiatives.
Ongoing digitisation of offering, with new mobile
app receiving positive user feedback.
Continue to drive organic growth and
penetration at the client level, increasing
participant numbers, units under
administration and fee revenue.
Cost-out program launched to support 2H return
to profitability in US. $23m of savings in FY23
(run-rate savings over $50m).
Evaluating strategic options in US. In the UK, we
continue to assess opportunities for potential
disposal as well as strategic alternatives.
Deliver cost efficiency program.
Execute on outcomes of strategic review.
1 UK Mortgage Services EBITDA $7.7m in FY23 and $7.8m in FY22.
2 FY23 UK Mortgages EBIT $8.2m, US Mortgages EBIT ($3.7m), margin -0.9%.
All references to Management Results are in constant currency unless otherwise stated.
12
COMPUTERSHARE
AT A GLANCE
13 | COMPUTERSHARE | ANNUAL REPORT | 2023
New JerseyJacksonvilleNew YorkBostonMontrealTorontoBarcelonaParisManilaRotterdamWarsawLondonSkipton CopenhagenOsloDublinBristolJerseyMadridTurinEdinburghStockholmJohannesburgBeijingHong KongHyderabadMaroochydoreBrisbaneAucklandCalgaryVancouverSan FranciscoLos AngelesSydneyMelbourneAdelaidePerthPhoenixMonaghanLouisvilleChicagoDenverMunichZurichRomeCollege StationDoxfordMinneapolisOltenBangalore 14
New JerseyJacksonvilleNew YorkBostonMontrealTorontoBarcelonaParisManilaRotterdamWarsawLondonSkipton CopenhagenOsloDublinBristolJerseyMadridTurinEdinburghStockholmJohannesburgBeijingHong KongHyderabadMaroochydoreBrisbaneAucklandCalgaryVancouverSan FranciscoLos AngelesSydneyMelbourneAdelaidePerthPhoenixMonaghanLouisvilleChicagoDenverMunichZurichRomeCollege StationDoxfordMinneapolisOltenBangalore KEY FINANCIAL METRICS
Management
revenue
3215.9
Management
EBITDA
1,216.3
2597.4
2356.5
2281.2 2322.8
19
20
21
22
23
Management
EPS
108.01
70.24
55.57
50.71
57.95
19
20
21
22
23
Cash flow
from
operations
608.8
601.0
494.5
286.8
306.6
19
20
21
22
23
Net Operating
Cash Flow
excluding
SLS advances
594.4
623.7
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
674.9
646.4
628.2
720.2
19
20
21
22
23
Statutory
EPS
76.57
73.67
42.55
37.71
33.77
19
20
21
22
23
70
54
44
46
46
Dividend
per share
19
20
21
22
23
1.93
1.84
1.64
1.07
0.85
Net Debt to
EBITDA ratio
excluding
non-recourse
SLS Advance
debt
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
19
20
21
22
23
19
20
21
22
23
15 | COMPUTERSHARE | ANNUAL REPORT | 2023
REVENUE
BY PRODUCT
EBITDA BY
PRODUCT
REVENUE
BY REGION
EBITDA BY
REGION
34% Issuer Services
17% Mortgage Services
& Property Rental Services
11% Employee Share Plans & Voucher
Services
6% Business Services
26% Computershare Corporate Trust
5% Communication Services & Utilities
<1% Corporate & Technology
31% Issuer Services
11% Mortgage Services
& Property Rental Services
9% Employee Share Plans & Voucher
Services
7% Business Services
37% Computershare Corporate Trust
2% Communication Services & Utilities
3% Corporate & Technology
64% United States
7% Canada
6% Australia and
New Zealand
4% Asia
16% United Kingdom,
3% Continental Europe
Channel Islands and Africa
71% United States
10% Canada
2% Australia and
New Zealand
4% Asia
13% United Kingdom,
2% Continental Europe
Channel Islands and Africa
16
ENVIRONMENT, SOCIAL
AND GOVERNANCE
Computershare aims to do the right
thing and support our employees, our
clients and our communities. We aspire
to effect positive change related to
key and strategic ESG matters, and
do this by assessing our work against
externally recognised ESG metrics.
We are pleased to present an overview
of our ESG progress in FY23. We
will provide a detailed report on
material ESG topics and issues, as
well as alignment to climate-related
disclosures and frameworks, through
our annual ESG Report which will be
released in October 2023.
We are committed to a transparent and accountable business approach that:
> Helps to create a more sustainable
and equitable future with shared value
for our employees, clients, suppliers,
shareholders, community and the
environment
> Focuses on identifying ESG
opportunities and mitigating ESG risks
as part of our core strategic priorities
and day-to-day operations, in line with
our company values
> Aligns with recognised global ESG
disclosure frameworks and standards,
including the Science-Based Targets
initiative (SBTi), United Nations
Sustainable Development Goals
(SDGs), CDP (formerly the Climate
Disclosure Project), Task Force on
Climate-Related Financial Disclosures
(TCFD) and the Sustainability
Accounting Standards Board (SASB)
In FY23, our Board received quarterly
updates on our ESG progress and
focused on several ESG-related topics:
> ESG Policy and three-year ESG
strategy
> Five-year action plan towards our
Net Zero 20421 Target
> Three-year Diversity and Inclusion
strategy
> Human rights considerations,
including enhancing and issuing our
annual Modern Slavery Statement.
ENVIRONMENT Minimising the impact of our resource consumption on the environment,
by reducing our carbon footprint and other environmental impacts.
Computershare engages an external adviser to support the
annual calculation of our carbon footprint and the development
and implementation of our Net Zero 20421 five-year action plan.
Our 2022 calendar year carbon footprint – 98,115 t CO2
Emission source
Scope 1
Heat (self-generated)
Other
Scope 2
Purchased electricity
Purchased heating
Scope 3
Purchased goods and services
Capital goods
Fuel - and energy-related activities
(not included in Scope 1 or 2)
Upstream Transportation and Distribution
Waste generated in operations
Business Travel
Employee commuting
End-of-life of Sold Products
Investments
TOTAL
t CO2 Share [%]
2.44%
2,392
2.09%
2,053
0.34%
338
0.04%
36
0.00%
-
0.04%
36
97.52%
5,688
56.76%
55,687
10.69%
10,490
3,737
10,038
2,451
3,910
7,754
55
1,566
98,115
3.81%
10.23%
2.50%
3.99%
7.90%
0.06%
1.60%
100.00%
* Emissions have been reported using The Greenhouse Gas Protocol:
A Corporate Accounting and Reporting Standard (Revised Edition).
Computershare is moving to a financial year calculation for our carbon
footprint from FY24 onwards, in preparation for alignment with the new
International Sustainability Standards Board (ISSB) Standards. More
information about our carbon footprint will be included in our 2023
ESG Report.
1 Refer to FY23 ESG Report for key assumptions.
17 | COMPUTERSHARE | ANNUAL REPORT | 2023
FY23 PROGRESS
> Announced our aim to attain Net Zero status, as defined by
SBTi, by 2042
> Created and prepared to implement our plan for the first
five years of our Net Zero 2042 journey covering each of
our Net Zero focus areas:
> Purchased goods and
> Business travel and
services
> Paper and logistics
employee commuting/
homeworking
> Capital goods
> Remained carbon neutral, having offset 100% of our carbon
emissions since 2020
> Continued to purchase renewable energy certificates to
account for 100% of our purchased electricity
>
Improved our CDP Climate Change disclosure, a snapshot
of a company’s environmental disclosure and performance,
from C rating (Awareness) to B rating (Management) and
our CDP Supplier Engagement disclosure from D rating
(Disclosure) to B rating (Management)
FY24 FOCUS AREAS
> Develop and implement a supplier engagement program on
sustainability topics
>
Improve data quality of carbon footprint reporting through
the increased capture of actual carbon data from suppliers
> Continue to undertake product life-cycle analysis across our
global product portfolio to identify further opportunities to
decarbonise product offerings
>
Implement updated ESG data management system
SOCIAL
How we interact with customers, communities, employees and suppliers.
Employee
Opinion Survey
71%
Employee Engagement index
82%
Diversity and Inclusion index
Training
hours
Change
A Life
FY23 PROGRESS
People
>
Increased our Employee
Engagement Index score to 71%
(+7% vs. 2022), measuring staff
motivation, pride in and connection
to our company
>
Invested in a new people
management system
> Provided continued support for
our people (including initiatives to
support mental health, wellbeing,
flexible working)
FY24 FOCUS AREAS
343,230
hours of learning
99.20%
mandatory training completed
AU$12.3 million
raised to date
AU$651,598
donated to projects in FY23
Diversity and inclusion
Community
> Completed year one of our FY23-25
> Opened the Change A Life
Diversity & Inclusion strategy
> Grew membership in our Employee
Resource Groups from 841 to over
1,800 employees
>
Increased our D&I employee score to
82% (+3% vs. 2022), measuring how
inclusive staff believe we are, which
is our highest scoring area globally
Boarding Centre at the World Youth
International (WYI) School in Nepal
> Committed to our new global
Change A Life project, building the
Computershare IT College at the
WYI School in Nepal
> Selected 26 employees from North
America for Trek Nepal in November
2023 to raise US$100,000 to buy new
school buses for the WYI School
People
Diversity and inclusion
Community
> Embed our new people
management system
> Progress interaction with customers
and suppliers around D&I to better
support diverse individuals and achieve
diverse outcomes
> Grow employee support for Change
A Life, our global charitable giving
program
GOVERNANCE
Internal practices and policies for effective and ethical decision-making and legal compliance.
FY23 PROGRESS
> Published our first ESG Policy
> Released our first supplier Code of Conduct
> Published our third Modern Slavery Statement
> Signed up to the UN Global Compact
> Linked 5% of the CEO and CFO’s objectives
(and financial outcomes) to ESG-related targets
>
Introduced ESG-related metrics to our short-term
incentive schemes for senior management
FY24 FOCUS AREAS
> Continue to embed our ESG Governance structure
> Develop a transition plan for the business aligned to
1.5 degrees
> Undertake internal ESG advisory assurance for
our FY23 carbon footprint calculation and plan for
third-party assurance of FY24 carbon footprint data
18
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 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 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.
19 | COMPUTERSHARE | ANNUAL REPORT | 2023
RECOGNISING OUR PEOPLE
This year marked our 29th year on the Australian Stock Exchange and the sixth time we celebrated CPU Day. On 25 May, many of
our employees across the globe gathered in our offices to celebrate together, with others holding virtual events.
As part of our CPU Day tradition, we handed out Purple People Awards this year to recognise 31 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 2023:
Name
Amy Walden
Angelia Hearne
Ben Carpanini
Candace Moore
Cheryl Clark
Clara Martinez
Daniel Cross
Donald Williamson
Eric Tang
Jeff McFarland
Jin Cao
Justin Robinson
Kallie Lycouretzos
Katie Shaughnessy
Kheron Bethel
Louis Shuba
Business line
Location
Name
Business line
Location
Issuer Services
CCT
Global Core Operations
Employee Share Plans
Mortgage Services
Global Core Operations
Communication Services
Technology
Global Core Operations
Mortgage Services
Communication Services
Global Core Operations
Shared Services (Finance)
Issuer Services
Canton, US
Colorado, US
Bristol, UK
Toronto, CA
Skipton, UK
Jersey City, US
Bristol, UK
Edinburgh, SCT
Megabox, HK
Denver, US
Toronto, CA
Sydney, AU
Toronto, CA
Louisville, US
Technology Massachusetts, US
Denver, US
Mortgage Services
Lynne Maynard
Lynnea Solomon
Madeliena "Maddy" Hughes
Markus Feicht
Megan Ford
Michael Mulchrone
Shared Services (Compliance)
Mortgage Services
CCT
Issuer Services
CCT
Issuer Services
Bristol, UK
Denver, US
Los Angeles, US
Munich, GER
Columbia, US
Dublin, IRL
Mike Watchke
(Senior Manager winner)
Mimi Ma
Nate Randt
Nenna Venema
Ran Wang
Robert “Tav” Swinton
Sara Ryan-Doherty
Tania Hooper
Tracey Horne
CCT
Columbia, US
Business Services
CCT
Employee Share Plans
CCT
Global Core Operations
Mortgage Services
Technology
Shared Services (Legal)
Vancouver, CA
Minneapolis, US
Barcelona, ESP
Maryland, US
Melbourne, AU
Derry, NRL
Melbourne, AU
London, UK
20
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 comprises register maintenance, corporate actions, stakeholder relationship management, corporate
governance and related services.
> Employee Share Plans and Voucher Services comprises the provision of administration and related services for employee share
and option plans, together with Childcare Voucher administration in the UK.
> Computershare Corporate Trust (CCT) comprises trust and agency services in connection with the administration of debt
securities in the US.
> Mortgage Services and Property Rental Services comprises mortgage servicing and related activities, together with tenancy
bond protection services 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 comprises 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 27.2% to $3,303.7m, whilst Revenue excluding Margin Income was up
4.2%. Adjusting for the CCT acquisition, operating revenues were up 8.6%.
Margin Income increased 323.4% (up $605.0m) reflecting the rise in global interest rates.
Issuer Services revenues grew by $147.1 million. Margin Income improved by $156.7 million and fee revenues in Governance
Services increased by $7.1 million. These were partially offset by lower event-based activity for Corporate Actions and Stakeholder
Relationship Management and reduced transactional volumes in Registry, with overall fee and transaction income down by
$16.7 million as a result. Issuer Services EBITDA was up 45.1% to $386.8m and EBIT was up 45.6% to $384.0m.
Employee Share Plans and Voucher Services revenue was up 9.0%. This was driven by strong core fee growth and trading activity,
particularly in EMEA and the US. Margin Income improved by $27.7m. EBITDA was up 28.1% to $115.0m and EBIT was up 30.1%
to $109.9m.
Business Services revenue was up 25.5%. Margin Income improved by $52.5m. Legacy Corporate Trust revenues were higher by
$3.5m. The sale of KCC, our Bankruptcy and Class Actions business, completed on 1st May 2023. During its 10 months of ownership
by the Group, KCC contributed revenues of $97.2m, made up of fee revenue of $72.4m and Margin Income of $24.8m. Fee revenue
was lower by $12.9m due to lower volumes of Class Actions and Bankruptcy activity during the period of ownership prior to its
disposal, whilst Margin Income increased by $16.3m. Overall, KCC revenues were $3.5m higher in the 10 months of ownership in
FY23 relative to the whole of FY22. EBITDA was up 131.2% to $94.8m and EBIT was up 131.2% to $93.6m.
CCT contributed total revenues of $847.9m, an increase of $511.9m versus the prior corresponding period. Included in these
revenues, Margin Income totalled $372.4m, an increase of $316.9m relative to FY22. This was due to rising US interest rates over
the course of FY23 as well as renegotiated terms with our primary CCT banking partner. CCT fee revenues were $195.1 million
higher, also reflecting a full year of ownership. EBITDA was up 403% to $451.4m and EBIT was up 411.4% to $440.8m
Mortgage Services and Property Rental Services revenue was down 3.8%, whilst EBITDA was down 5.2% to $132.4m and EBIT
was up 7.1% to $27.0m. Revenue declined due to lower transaction fee income in the US where higher mortgage interest rates
impacted origination, refinancing, fulfilment and recovery related activity whilst our servicing portfolio continued to swing towards
capital light sub-servicing. In the UK, fee revenues were lower by $1.6m primarily due to book run-off. Margin Income increased by
$51.2m reflecting higher interest rates. The MSR asset life for the interest sensitive portfolio was extended from 8 years to 9 years,
effective 1 January 2023.
Revenue for the Communication Services and Utilities business was down 2.2%. This was due to a large number of one-off projects
in FY22. EBITDA was down 24.2% at $25.7m and EBIT was down 28.0% at $21.1m.
21 | COMPUTERSHARE | ANNUAL REPORT | 2023
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
FY2023
@ CC
$ million
1,126.6
565.1
FY2022
Actual
$ million
979.5
587.2
370.5
340.0
212.4
169.3
CC
Variance
15.0%
-3.8%
9.0%
25.5%
847.9
336.0
152.4%
176.6
180.6
4.6
4.8
3,303.7
2,597.4
-2.2%
-4.2%
27.2%
FY2023
Actual
$ million
1,090.2
548.8
351.7
206.1
847.9
166.9
4.2
3,215.9
Total management revenue excludes management adjustment items further described in note [4] of the financial statements.
Region
Australia and New Zealand (ANZ)
Asia
United Kingdom, Channel Islands, Ireland and South Africa (UCIA)
Continental Europe (CEU)
United States
Canada
Total management revenue
FY2023
@ CC
$ million
223.0
119.5
FY2022
Actual
$ million
220.1
116.9
554.5
491.6
97.9
95.7
2,067.6
1,480.2
241.2
192.8
3,303.7
2,597.4
CC
Variance
1.3%
2.2%
12.8%
2.3%
39.7%
25.1%
27.2%
FY2023
Actual
$ million
206.0
118.9
505.7
90.6
2,067.6
227.1
3,215.9
Operating costs
Operating expenses were up 10.1% on FY22 to $2,066.8m in constant currency terms. Our cost-out programs continue to yield
benefits with $37m of gross benefit realised in FY23, in addition to CCT synergies of $7m. This was offset by the impact of cost
inflation during the year of $127.4m. Underlying BAU operating expenses were up 5.6%. An additional four months of CCT
ownership accounts for$123.5m of the increase. Cost of Sales decreased, from $398.9m to $381.7 million largely due to the mix of
sales between periods.
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
2023
Cents
73.67
73.50
108.01
107.76
2022
Cents
37.71
37.62
57.95
57.81
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.
22
BUSINESS STRATEGIES AND PROSPECTS
OUTLOOK
In August 2023, we provided earnings guidance for FY24. In constant currency, we expect Management EPS to be up around 7.5%.
This equates to around 116 cents per share.
Margin Income is expected to be higher in FY24 at around $840m, as higher net yields offset cyclically lower balances. We expect
the weighted average US cash rate to be 5.25% for FY24 and average cash balances for the year of approximately $29.8bn,
compared to actual average balances of $34bn during FY23. In the first half of FY23, average balances were around $37bn due
to high activity levels in Corporate Actions and Corporate Trust. In contrast, average balances for the second half of FY23 were
lower at around $31bn. The decline was primarily driven by Corporate Trust balances across both the US and Canada as a result of
lower issuance, lower corporate actions for Issuer Services and run-off of Special Purpose Acquisition Companies (SPAC) balances.
The sale of KCC accounts for $1bn of the decline in averages balances in FY23 too. We closed the year with exit balances (the
balance at the end of June 2023) of $29.8bn and this forms the basis of our FY24 guidance. Guidance this year is more sensitive
to client balances simply because headline rates are higher and therefore changes in rates and the associated yield is more
meaningful. The Group has locked in around $275m of FY24 Margin Income through its active hedging program as at the date of
this report.
Interest expense is also set to increase by about $30m, reflecting higher borrowing costs and BAU operating costs are expected to
be up by 3%.
We expect EBIT ex MI to grow around 10%, with strongest contributions from Issuer Services, Employee Share Plans and Mortgage
Services.
In Issuer Services, we will continue to build out our Governance Services product offering driving organic revenue growth whilst we
also expect some recovery in our transaction activity and event-based businesses too.
In Employee Share Plans, we will continue to upgrade our clients to EquatePlus in North America, which will create further
opportunities to grow core fees, whilst also driving further growth in units under administration and increased participant numbers.
In Mortgage Services, we plan to complete our strategic review of the US business. Otherwise, we expect the Servicing portfolio to
continue to grow through both new co-issue volumes and new sub-servicing clients. We are actively managing the cost base with
$26.8m of benefits expected in FY24 for both the US and UK cost out program.
As a result of the disposal of the KCC business in FY23, we will combine the legacy Corporate Trust business with CCT in FY24.
The transitional services agreement (TSA) with Wells Fargo will finish on the 1st November 2023. 75% of the c. $230m of
integration costs are expected to be incurred by this date. Cumulative synergies of $26m are expected by the end of FY24.
We announced a new Stage 4 cost out program for US Mortgage Services which is expected to deliver $40-50m of savings by
the end of FY24. Total gross benefits from all cost out programs are now estimated at just over $350m, with $39.1m of benefits
expected in FY24.
Net debt excluding non-recourse SLS advance debt was down 12.7% to $1,029.9m. The Net Debt to Management EBITDA
ratio (excluding SLS advance debt) improved to 0.85x as of 30 June 2023 and will help facilitate an AU$750m buyback which
commenced in September 2023.
This outlook assessment, and other references to our FY24 outlook in this document, are subject to the forward-looking
statements disclaimer and a number of other assumptions provided in our FY23 results announcement disclosed to the Australian
Securities Exchange (Slide 58).
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.
23 | COMPUTERSHARE | ANNUAL REPORT | 2023
The risk function, as part of the second line of defence, is responsible for setting the risk framework which includes 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 enables robust and
challenging conversation at 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.
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. Each of our businesses invests in new technologies and associated processes in order to maintain
their competitive edge and to enhance operational effectiveness.
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 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. As global interest rates have increased, the risk to
Computershare of being adversely impacted by low interest rates is reduced, and the earnings we receive from Margin Income have
increased. 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 (including hedging, refer to note 12 of the financial statements for further
details) 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.
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.
24
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.
Computershare has robust planning and controls in place to ensure that its global business operations and supply chains are
resilient and can meet client expectations in the event of any future disruption. Where we consider there to be increased risk in
specific businesses or geographies, we apply timely and effective mitigation and monitoring strategies.
We recognise that the pandemic 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 where 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. Recognising the increased risk of external fraud, Computershare continues to invest in preventative
measures in this area.
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 through our second and third line assurance and oversight functions. The Group also maintains
appropriate insurance.
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 management of ESG related risks. We have continued to work with external partners
to maintain our awareness and understanding of market practice and trends on ESG risk management, and there is ongoing
communication on ESG Risk across our three lines of defence. 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, and in this period we have published our Global Supplier Code of Conduct. Computershare remains
committed to ensuring that modern slavery and human trafficking form no part of the services we provide or the supply chains
we rely upon to provide those services. The people responsible for supply chain management are required to complete targeted
training in this area. 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
Opinion Survey.
For more information about our ESG initiatives please read our online ESG Report on our website.
25 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023. The Board believes that these governance
arrangements complied with the recommendations set by the fourth edition of the 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 29 September 2023.
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.
26
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
Total out of seven Directors
6
4
3
6
7
7
7
5
5
5
4
3
7
5
5
6
6
3
5
Computershare’s former Chairman, Simon Jones, retired as Chairman with effect from the end of the AGM on 10 November 2022
and was succeeded by Paul Reynolds. There were no other changes to Board composition across the reporting period.
27 | COMPUTERSHARE | ANNUAL REPORT | 2023
CORPORATE GOVERNANCE STATEMENT 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.
28
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: 5
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. He was appointed
Chairman in November 2022.
Position: Chief Executive Officer
Age: 52
Independent: No
Years of service: 9
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
Paul Reynolds has extensive
experience in CEO and Chairman
positions in Telecoms, Media and
Financial Services businesses. He
was a member of the Board at
British Telecom from 2001-2007
and CEO of one of its largest
businesses, BT Wholesale, and
led BT’s global technology and
many of its biggest transformation
programs. From 2007-2012, Paul
was CEO of Telecom New Zealand,
and led its structural separation
into independent retail and network
companies. Paul is based in the UK.
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.
Other directorships and offices
Non-Executive Chairman of
STV Group plc
Non-Executive Chairman of
9 Spokes Limited (until July 2022)
Board Committee membership
Chair of the Nomination
Committee
Member of the Risk and
Audit Committee
Member of the People and
Culture Committee
Board Committee membership
Member of the Nomination
Committee
Position: Non-Executive Director
Age: 53
Independent: Yes
Years of service: 9
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 2022.
Position: Non-Executive Director
Age: 64
Independent: Yes
Years of service: 9
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.
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.
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
Washington H. Soul Pattinson &
Company Limited (appointed in
2017)
Non-Executive Director of Vicinity
Centres (appointed November 2022)
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
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
Paul Reynolds
BA, PhD
Stuart Irving
Tiffany Fuller
B.Com, GAICD,
CAANZ (Member)
Joseph Velli
BA, MBA
29 | COMPUTERSHARE | ANNUAL REPORT | 2023
CORPORATE GOVERNANCE STATEMENT Position: Non-Executive Director
Age: 50
Independent: Yes
Years of service: 5
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: 61
Independent: Yes
Years of service: 5
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
and 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
Deputy Chair 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: 66
Independent: Yes
Years of service: 2
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 currently serves as a board
member, advisor, investor and
educator across these and other
industries. He was, until 2020, 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 Board of Eved LLC
Member of the Corporate Advisory
Board and Board of Leaders of the
Marshall School of Business at the
University of Southern California
Member, Business Advisory Board
of the Los Angeles Kings
Board Committee membership
Member of the Risk and
Audit Committee
Member of the Nomination
Committee
Abi Cleland
B.Com, BA, MBA.
Lisa Gay
BA, LLB
John Nendick
BA, FCA, CPA,
NACD-DC
30
4. BOARD INDEPENDENCE
The Board has reviewed the independence of each of the seven directors in office as at the date of this Annual Report and has
determined that six out of the seven directors are independent and were so throughout the reporting period. The director who is
not considered to be independent is Stuart Irving, as the 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 former 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 was 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 in the period up to his retirement as Chairman in November 2022.
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 in FY2023. 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 four in-person meetings over
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 Paul Reynolds and John Nendick.
Simon Jones was also a member of the Risk and Audit Committee until he retired as Chairman in November 2022. 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 General Counsel and Company
Secretary, the Group Chief Audit Executive, 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.
31 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 Paul Reynolds 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 Paul Reynolds (from his
appointment as Chairman). Simon Jones was also a member of the People and Culture Committee until he retired as Chairman.
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 40 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.
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 2023, see the Remuneration Report, which starts on page 43
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.
32
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.
During the reporting period, the Board undertook a review of Board and Committee performance and an assessment of individual
director performance 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)
Diversity is a key enabler in our business. Over the years, we have created an inclusive workplace where our employee survey
results show that our people truly believe their unique differences in thinking, ideas and experiences are valued; and their flexibility
fosters their participation in delivering our business objectives. It’s a big part of Computershare and our Being Purple ways
of working.
This summary outlines the progress we have made to further embed diversity and inclusion across our organisation during FY23,
and our focus areas for FY24.
FY23 Progress
> Began implementing our three-year D&I strategy for FY23-FY25, with a heavy focus on capturing employee diversity data, and
visible leadership commitments.
> Hosted Global D&I Forums, chaired by our CEO Stuart Irving. The forums involved representatives from the People Team and
Employee Resource Group (ERG) Board members discussing company goals, employee diversity, inclusion, equity, belonging and
how this all fits together.
> Supported our ERGs to increase visible leadership commitment by delivering monthly webinars and regular communications.
> Continued to develop and promote our D&I learning resources, with an increase in leadership participation and promotion.
> Grew membership in ERGs from 841 to over 1,800 employees.
> Launched a second mentoring program in our Black Leadership Group.
> Continued to partner with Solaris, an external Leadership Development program geared toward Black Female Professionals.
In April 2023, Computershare had six graduates, and in April 2023, we enrolled eight more women for our third cohort of
participants.
> Attended networking and volunteer events (such as mock interviews and customer service calls) with Year Up, one of our
Change A Life partners. Year Up provides classroom training and internships to young adults unable to afford an education in
the US, many of whom come from an ethnic or socioeconomic minority background.
> Hosted in-person events, in addition to virtual events, to help with employee connection, introduction and engagement.
> Launched a gender identity and transition toolkit to support employees, and managers of employees going through
gender transition.
> Hired a D&I Program Coordinator based in Australia to support the Head of D&I with strategic tasks, event planning,
communications, ERG relationships, and reporting.
33 | COMPUTERSHARE | ANNUAL REPORT | 2023
CORPORATE GOVERNANCE STATEMENT Feedback on FY23 Measurable Objectives
Objective
Measurement
Result
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.
Policies and procedures to include
D&I principles; Launch interview
competency framework.
Build maturity, engagement
and growth of ERGs and
leverage their expertise for
business value.
Participation and Engagement
statistics; Consistent attendance;
High inclusion scores in Employee
Opinion Survey; participation in
and influence over key business
initiatives.
Capture data and set
further targets to accelerate
diversity in leadership.
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 including
offers made and offers accepted
to set accurate and reasonable
targets. 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.
Hosted three Global D&I Forums with Global
CEO, Global Head of People and Employee
Resource Group Chairs.
Excellent D&I results (82%) in our Employee
Opinion Survey tell us that employees think we
have created a diverse and inclusive workplace,
where we naturally apply diversity and
inclusion principles in everything we do.
Senior leadership have been scored on their
contribution to ESG, including D&I in their
annual incentive and performance reviews.
Continued to embed D&I in our policies,
procedures and decisions, including launching
a gender identity and transition support
kit for managers and employees. Interview
competencies embedded into hiring manager
guide.
Increased our D&I employee score – which
measures how inclusive our staff believe we
are – to 82% (+3% vs. 2022), which is our
highest scoring area globally.
We have seen an increase in participation in
ERG events, averaging 100 people.
Established D&I Champion networks with
global business lines, making D&I events more
personal and inclusive for our people.
Captured more diversity data, including
ethnicity data, in our Employee Opinion Survey
to inform where we need to focus our efforts
and ensure everyone has an equal opportunity
to succeed. Our new people management
system, live from July 2023, has been
configured to capture the data required.
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.
As of 30 June 2023, 43% of our board
directors are female.
34
Gender diversity statistics for FY23
The table below includes data on gender statistics at a global level as of 30 June 2023.
Board (inc. CEO)
Direct reports of CEO
Company Executive
Senior Manager
Manager
Other
Total
F
3
4
44
231
779
M
4
13
99
374
971
6,300
7,362
5,339
6,800
F%
43%
24%
31%
38%
45%
54%
52%
M%
57%
76%
69%
62%
55%
46%
48%
Total
7
17
144
605
1,750
11,639
14,162
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.
FY24 focus areas and objectives
Objective
Measurement
Launch an Accessibility Action Plan to create meaningful
career pathways for people with disabilities.
>
Increase in employment of and engagement with
people with a disability.
Progress interaction with customers and suppliers to better
support diverse individuals and achieve diverse outcomes.
>
Implement diverse supplier principles.
> Start to measure the number of diverse supplier
partnerships in place.
Leverage diversity data from our new People Management
System and Employee Opinion Survey responses to set goals
in talent acquisition and employee engagement.
> Goals identified for diverse populations in talent
acquisition and employee engagement.
Continue to embed diversity principles into People policies,
processes and leadership competencies by reviewing
D&I gaps identified by ERGs, regulations or industry
best practices.
>
Inclusive policies in place.
> Expansion of development offerings to include D&I
principles.
More information about our D&I achievements will be available in our annual ESG report, to be released on our website in October.
Our D&I Policy is available at www.computershare.com/governance.
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 25 May 2023.
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.
35 | COMPUTERSHARE | ANNUAL REPORT | 2023
CORPORATE GOVERNANCE STATEMENT 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 2023 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 2022.
Where any periodic corporate report is released by Computershare to the market, in addition to reports that are 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.
36
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
2020 and 2021 AGMs were held as a fully virtual meeting. The Company resumed holding its AGM as a hybrid meeting 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 addresses 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.
37 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 66 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 65 of this Annual Report). The Board has a formal policy for reviewing all non-audit services provided by
PricewaterhouseCoopers that are 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 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.
38
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
Anti-Corruption (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 18 of this Annual Report and our
ESG Report, which you can read on our website.
A copy of the Board-approved Environmental, Social and Governance 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. Computershare encouraged staff to return to the office across FY2023 and implemented a structured return to
office program in the first quarter of FY2024.
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.
39 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023.
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 (retired as Chair and Director effective 10 November 2022)
Abigail Pip Cleland
Tiffany Lee Fuller
Lisa Mary Gay
John Nendick
Paul Joseph Reynolds (appointed Chair effective 10 November 2022)
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 Overview set out on pages 21 to 22 and form part of
this report.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the financial year was $444.7 million after income tax. Net profit attributable to members
of the parent entity was $444.7 million, which represents an increase of 95.4% on the previous year’s result of $227.7 million.
Profit of the consolidated entity for the financial year after management adjustment items was $652.1 million after income tax and
non-controlling interests. This represents an increase of 86.4% on the 2022 result of $349.9 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
Loss on disposal of KCC
Gain on disposals
Contingent consideration remeasurement
Other
Major restructuring costs
Marked to market adjustments – derivative
Impairment of assets
Net profit after management adjustment items
2023
$000
2022
$000
444,744
227,659
70,670
63,381
78,582
4,913
6,415
46,833
12,200
-
(1,489)
(13,930)
(2,852)
-
29,276
13,136
(694)
22,499
(477)
1,069
652,064
349,871
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.
40
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 2022 was declared on 9 August 2022 and paid on 12 September 2022. This was
an ordinary unfranked dividend of AU 30 cents per share amounting to AUD 181,098,242 ($122,484,506).
An interim dividend was determined on 22 February 2023 and paid on 21 March 2023. This was an ordinary unfranked dividend of
AU 30 cents per share amounting to AUD 181,118,801 ($121,051,006).
A final dividend in respect of the year ended 30 June 2023 was determined on 15 August 2023 by the directors of the Company
and paid on 18 September 2023. This was an ordinary unfranked dividend of AU 40 cents per share. The dividend was not
determined to be paid until 15 August 2023 and accordingly no provision has been recognised as at 30 June 2023.
REVIEW OF OPERATIONS
The review of operations is outlined in the Group Operating Overview set out on pages 21 to 22 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, is included in the Group Operating Overview set
out on pages 21 to 22 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
On-market buy-back of ordinary shares
On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back
commenced on 4th September 2023 and ends on 3rd September 2024.
The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the
buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of
AUD $750 million.
Acquisition of employee share plan business
On 20 September 2023, the Group signed an agreement to acquire the UK/European employee share plan business of Solium
Capital UK, a member of the Morgan Stanley group, for a cash consideration of $35 million and a contingent consideration of
$2 million. The acquisition is subject to customary closing conditions including regulatory approvals with completion expected to
take place in the second quarter of FY24.
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.
LIKELY DEVELOPMENTS AND FUTURE RESULTS
A discussion of business strategies and prospects is set out on pages 23 to 25 and forms part of this report.
ENVIRONMENTAL REGULATIONS
The Group is not subject to significant environmental regulation.
41 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT 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 2023 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
J Nendick
PJ Reynolds
JM Velli
Number of
ordinary
shares
Number of
performance
rights
Number
of share
appreciation
rights
174,033
432,518
367,406
14,903
16,148
21,939
13,141
24,000
17,000
-
-
-
-
-
-
-
-
-
-
-
-
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
4
9
9
9
B
9
9
9
9
4
9
9
9
A
-
-
8
-
3
8
8
-
B
-
-
8
-
3
8
8
-
A
4
4
4
4
2
4
4
4
B
4
4
4
4
2
4
4
4
A
-
5
-
6
3
-
3
6
B
-
6
-
6
3
-
3
6
SJ Irving
AP Cleland
TL Fuller
LM Gay
SD Jones
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 $2,346,383 excluding taxes during FY2023.
42
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 2023.
OVERVIEW OF THE YEAR
Computershare achieved record earnings in FY2023 as Management Revenue increased 27% to $3.3b and Management Earnings
Per Share (EPS) increased 89% to 109.7 cents per share and which enabled us to increase the final dividend for FY2023 to
40 Australian cents per share. This financial performance reflects the strength of our integrated business model which comprises a
portfolio of recurring core fees, cyclical and transaction-based revenues, and margin income.
The continued increase in global interest rates across FY2023 had a mixed impact on our various business units. Higher rates drove
a record margin income of $792m, whilst the frequency of rate rises created an uncertain macro trading environment, leading to a
reduction in corporate activity, and therefore lower event and transaction fee revenue for Computershare.
Although the Company’s one-year total shareholder return (TSR) in FY2023 was relatively flat, Computershare has delivered
exceptional returns for our shareholders over the past three-years, generating a TSR of 102% across that period, and
outperforming the ASX 100.
Other highlights from the year include:
> Making excellent progress in integrating the Computershare Corporate Trust (CCT) business following its acquisition from
Wells Fargo. CCT has performed well above expectations with Management EBIT increasing by over 400% to $440.8m.
> Continuing to build a simpler and stronger Computershare with the sale of the Bankruptcy and Class Actions business in
May 2023.
> Achieving key milestones in our Diversity & Inclusion and Environmental strategy and improving our employee engagement
score by 7 percentage points this year.
There were some important changes in our Key Management Personnel (KMP) during the year. Mr Simon Jones retired as Chair of
the Board at the 2022 AGM and Mr Paul Reynolds was appointed the new Chair. The Global Head of Issuer Services, Mr Naz Sarkar,
retired and a new role of Chief Operating Officer (COO), was created with the appointment of Mr Hussain Baig, who commenced on
15 June 2023.
OUTCOMES FOR 2023
The Board set robust performance measures for our FY2023 short term incentive (STI) plan. Detailed assessment of financial
and operational performance against these measures was very strong and as a result STI payments to the CEO were awarded
at 90% of maximum. STI outcomes for other executive KMP were between 56% and 90% of maximum. The Board believes the
business results reflect the high-quality performance of the executive team throughout FY2023 in delivering against financial and
non-financial targets and create a basis for strong long-term returns for shareholders. Please note that our Executive KMP have a
portion of their STI weighted towards ESG performance measures, to ensure we balance ‘what is achieved’ with ‘how it is achieved’.
See section 2.3 for more details.
The FY2021 long term incentive (LTI) grant was tested on 30 June 2023. The applicable performance measure for 50% of this
grant was relative TSR against the ASX100. Our three-year TSR to 30 June 2023 of 102% resulted in Computershare ranking at the
91st percentile of the ASX100. Accordingly, this element of the LTI vested at 100%.
The other 50% of the FY2021 LTI was a one-off grant of Share Appreciation Rights (SARs). At the time that these were granted in
late 2020, the Board did not feel confident in setting EPS growth targets, given the economic uncertainty at that point during the
Covid-19 pandemic, and wanted to focus Management on actions that would drive growth in shareholder value over the three-year
performance period.
The SARs were designed to reward the executive team solely to the extent Computershare’s share price exceeded the grant price
of AU$13.25. Over the performance period, there has been a significant improvement in Computershare’s share price to AU$22.55
(based on a 90-trading day volume weighted average price (VWAP) to 30 June 2023).Our executive team has delivered not only
on our recovery plan but also our growth plan, generating significant value for shareholders. The SARs tranche of the FY2021
LTI vested in full, delivering AU$9.30 in value per SAR – see section 2.3 for more details.
43 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT 2023 REMUNERATION CHANGES
Whilst we are listed on the Australian Stock Exchange, Computershare is a genuinely global organisation operating in more than
20 countries and deriving over 90% of its revenue from outside Australia. All our current executive KMP are based outside
Australia. Half of the Non-executive Directors (NEDs) are based outside of Australia and more than 90% of our 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, including beyond KMP, are based in the US, it is essential that our remuneration structure adapts to that
market for Computershare to remain competitive.
We have introduced a Restricted Equity Plan as part of fixed pay for our senior executives other than the CEO, CFO and COO,
who do not participate. Under the Plan, a small portion of fixed remuneration (10%) is provided as Restricted Shares that will
vest after three years based on continued service. This operates alongside our existing STI and LTI plans. We have done this to
help our executives continue to build their shareholding in our business and to ensure our remuneration remains competitive in
North America and Europe.
With regards to appropriate benchmarks for setting executive pay levels, please note that the Board believes that in order to secure
the services of executives with appropriate relevant market experience, we must set pay comparable to companies of similar
size and industry in the UK and US. We do have regard to our ASX 20-50 peers and ASX 100 peers with international operations
but these are not the principal comparators and, do not, in our experience, represent an effective benchmark for internationally
located executives.
We made changes in FY2023 to the CEO and CFO’s remuneration arrangements after benchmarking data showed that
remuneration against our international peers in the UK and US was below market:
> For the CEO, there was no change to fixed remuneration, however, his STI and LTI opportunity levels were increased to enhance
the competitiveness of his overall package, which nevertheless remains below that of his US and UK peers.
> For our US based CFO, changes to his package will take place in a stepped approach over two years. In FY2023, fixed
remuneration increased to US$900,000 and STI opportunity increased to 100% of base salary, with a further increase to fixed
remuneration planned in FY2024. This aims to increase the competitiveness of his fixed and total package compared to his
US peers.
See section 2 and section 2.4 for more detail on FY2023 changes to executive KMP remuneration packages.
Lastly, following a review of NED fees, we made some increases to fees effective 1 October 2022 to ensure we continue to attract a
high calibre of NEDs from multiple jurisdictions. Please see section 6 for more detail.
In conclusion, the Board feels that Management has delivered on our objectives for the year and shareholders have benefitted from
that, with FY2023 comprising a year of record earnings and higher dividends. We strongly believe that our incentive outcomes
reflect our Company performance and achievements in FY2023.
We trust that this report explains our approach and intent in relation to executive remuneration in a global market.
With regards
PJ Reynolds
Chair – Board
LM Gay
Chair – People and Culture Committee (PACC)
44
CONTENTS
1. Key Management Personnel (KMP)
2. Snapshot of 2023 remuneration outcomes
2.1 The markets in which we compete
2.2 Our performance
2.3 Executive KMP remuneration outcomes in FY2023
2.4 Remuneration changes made in FY2023
2.5 KMP realised pay in FY2023 (unaudited)
3. Executive remuneration structure
3.1 Remuneration structure overview
3.2 Executive KMP remuneration mix
3.3 Executive KMP remuneration levels in FY2023
4. Remuneration components
4.1 FY2023 short-term incentive plan
4.2 Long-term incentive plan granted in FY2023
4.3 FY2023 restricted equity plan
4.4 Other remuneration
5. Remuneration governance framework
6. Non-executive Director remuneration
7. KMP contractual arrangements
8. Statutory remuneration disclosures
8.1 Remuneration of executive KMP
8.2 Equity remuneration and shareholdings of KMP
8.3 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 2023. 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. KEY MANAGEMENT PERSONNEL (KMP)
Computershare’s KMP comprises 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 FY2023 unless otherwise stated.
Name
Non-executive Director
Paul J Reynolds
(appointed as Chair on 10 November 2022)
Abigail P Cleland
Tiffany L Fuller
Lisa M Gay
John Nendick
Joseph M Velli
Simon D Jones
(retired on 10 November 2022)
Executive KMP
Stuart J Irving
President and Chief Executive Officer (CEO)
Nick SR Oldfield
Chief Financial Officer and Global Head of Loan Services (CFO)
Hussain Baig
Chief Operating Officer (COO)
(commenced on 15 June 2023)
Mark L McDougall
Global Chief Information Officer (CIO)
(ceased to be a KMP from 15 June 2023)
Naz Sarkar
Global Head of Issuer Services
(retired on 31 December 2022)
45 | COMPUTERSHARE | ANNUAL REPORT | 2023
Location
UK
Australia
Australia
Australia
USA
USA
Australia
UK
USA
UK
Australia
UK
DIRECTORS’ REPORT 2. SNAPSHOT OF 2023 REMUNERATION OUTCOMES
Fixed remuneration
Short-term incentive (STI)
Long-term incentive (LTI)
No fixed remuneration increase was
provided to the CEO.
The CFO and CIO received 7.5% and
5.0% fixed remuneration increases in
FY2023, respectively. For our US based
CFO, changes to his package will take
place in a stepped approach over two
years, with the aim of increasing the
competitiveness of his fixed and total
remuneration package relative to the
US Market for his role.
See 2.4 for more detail on FY2023
changes to Executive KMP remuneration
packages.
FY2023 STI outcomes of 90% of
maximum for our CEO and between
56% and 90% of maximum for our
other executive KMP.
See section 2.3 below.
The relative total shareholder return
(TSR) component of the FY2021 LTI
vested at 100% of maximum.
The Share Appreciation Rights (SARs)
component of the FY2021 LTI grant
delivered AU$9.30 of value per SAR
held, based on a AU$13.25 grant price
and a vesting price of AU$22.55.
See section 2.3 below.
2.1 THE MARKETS IN WHICH WE COMPETE
Computershare’s origins are Australian and when we listed in 1994 with a market capitalisation of AU$36m, all of our revenue was
earned in Australia. We have now grown to a market capitalisation of more than AU$14b and, although we remain listed in Australia,
more than 90% of our revenues are generated outside of Australia and all our current executive KMP and the majority of our
broader Executive Management are located outside of Australia.
To ensure we are able to attract and retain executives internationally, our remuneration needs to be internationally competitive,
especially with the US and European markets.
North America
71%
of revenue
1 out of 3
current KMP
UK & Africa
16%
of revenue
2 out of 3
current KMP
Continental
Europe
3%
of revenue
Asia
4%
of revenue
Australia &
New Zealand
6%
of revenue
46
North America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMPNorth America71% of revenue1 out of 3 current KMP 2.2 OUR 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 of 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 2019 to
the financial year 2023, with the corresponding average STI outcomes for executive KMP over the same period.
2019
2020
2021
2022
2023
Management adjusted EBITDA (USD million)
674.9
646.4
628.2
720.2
1,216.3
Management adjusted EBIT ex margin income (MI) (USD million)
343.6
298.7
339.1
344.0
257.1
Statutory EPS (US cents)
Management EPS (US cents)
76.57
42.55
33.77
37.71
73.67
70.24
55.57
50.71
57.95
108.01
Management EPS (US cents) – constant currency1
68.41
55.00
49.82
56.78
108.01
Total dividend (AU cents per share)
Share price as at 30 June (AUD)
44
46
46
54
70
16.21
13.25
16.90
24.64
23.38
Average STI received as % of maximum opportunity for executive KMP (%)
71.1
47.3
69.5
68.1
78.6
1 Translated at FY2023 average exchange rates of USD/AUD 1.48716.
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.
Earnings per Share
Share price
120
100
80
60
40
20
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
30
25
20
15
10
5
0
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
Management EPS (cps)
% maximum CEO STI paid
Closing Share Price (AUD)
% maximum CEO STI paid
EBITDA
EBIT ex MI
1400
1200
1000
800
600
400
200
0
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
400
350
300
250
200
150
100
50
0
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
EBITDA achievement ($m)
% maximum CEO STI paid
EBIT ex MI achievement ($m)
% maximum CEO STI paid
47 | COMPUTERSHARE | ANNUAL REPORT | 2023
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
DIRECTORS’ REPORT
Over the past 10 years, Computershare has delivered a TSR of over 200%, outperforming the S&P/ASX 100’s return of 137%.
COMPUTERSHARE VS S&P/ASX 100 10-YEAR TSR
)
0
0
1
o
t
d
e
x
e
d
n
i
(
R
S
T
400
350
300
250
200
150
100
50
1/07/2013
1/07/2014
1/07/2015
1/07/2016
1/07/2017
1/07/2018
1/07/2019
1/07/2020
1/07/2021
1/07/2022
1/07/2023
CPU
S&P/ASX 100
2.3 EXECUTIVE KMP REMUNERATION OUTCOMES IN FY2023
FY2023 STI OUTCOMES
The table below shows the STI paid or payable to each executive KMP for performance in the financial year ended 30 June 2023.
Executive
SJ Irving
NSR Oldfield
ML McDougall1
STI awarded
(USD)
STI as % of
maximum
1,777,954
1,061,156
200,059
90%
90%
56%
Budgeted EBIT
(CEO, CFO: 25%)
EBITDA
(CIO: 35%)
Growth in Group
EBIT ex MI
(CIO: 25%)
Strategic
Objectives
(CEO, CFO: 50%)
(CIO: 15%)
Non-Financial
Objectives
(CEO, CFO: 25%)
(CIO: 25%)
N/A
N/A
At or above target
Between threshold and target
Below threshold
1
ML McDougall’s STI has been pro-rated to the date he ceased as a KMP on 15 June 2023.
In addition to the above:
> H Baig received a pro-rated STI for FY2023 assessed against Group Budgeted EBIT and objectives relating to achieving key
priorities in the immediate term following his appointment to the role in June 2023; and
> N Sarkar received a pro-rated STI for FY2023 assessed against his performance until his termination date.
48
FY2023 CEO STI SCORECARD OUTCOMES AND COMMENTARY
For FY2023, the Board’s assessment of the CEO’s performance against his STI objectives is shown in the table below.
Objectives
Commentary
Achievement
against Threshold/
Target/Stretch
Financial objective (25%)
Group Management
EBIT performance
against budget
Stretch outcome.
Group Management EBIT for the year was $1,051m, significantly
exceeding budget.
This strong performance was underpinned by the performance
of the Corporate Trust business and significant growth in margin
income as interest rates recovered nearer to long-term average
levels, notwithstanding the impact higher interest rates and reduced
transaction activity had on our event and transaction related revenue.
Strategic financial objectives (50%)
Margin Income
performance
Integration and
enhancement of the
US Corporate Trust
business
Simplification of
business to its core
long-term assets
Issuer Services
performance and growth
of key adjacencies
Continue Equateplus roll
out and implementation
of a global operating
model for Plans
Stretch outcome.
Margin income of $792m was achieved, significantly exceeding
our budget.
Above target outcome.
The CCT business achieved Management EBITDA of $451m, significantly
exceeding our budget. The business’ integration is on-track and
expected to deliver on committed synergies.
Target outcome.
Kurtzman Carson Consultants (KCC) was successfully disposed of during
the year and progress has been made in evaluating strategic options for
the US Mortgage Services business, which returned to profit this year.
Above target outcome.
Issuer Services Management EBITDA of $387m exceeded our budget.
Above target outcome.
EBITDA achieved was ahead of budget and the Equateplus roll out in
Australia is now completed.
Non-financial objectives (25%)
People and Culture
Above target outcome.
Employee survey results yielded positive and improved responses
across the board, despite the shift to hybrid working in a post-Covid-19
operating environment. Our employee engagement score improved by
7 percentage points this year.
ESG
Above target outcome.
We established a Board-approved ESG strategy and clear Science-Based
targets for Scope 1, 2 and 3 emissions reduction for end 2027
achievement. We have again received an MSCI (Morgan Stanley Capital
International) AAA rating and a B rating on the Carbon Disclosure
Project (CDP).
Our D&I scores continue to be the highest rated area in our annual
employee survey.
49 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT Achievement
against Threshold/
Target/Stretch
Objectives
Commentary
Non-financial objectives (25%)
Risk Management
Target outcome.
Risk functions were stress-tested throughout the year and considered to
be operating well across legal, regulatory and cybersecurity risks.
Capital Management
Stretch outcome.
Leadership Team
Development
We have reduced Net Debt and increased dividends substantially
in FY2023, whilst maintaining approximately $2b in Balance Sheet
capacity for future M&A activity.
Above target outcome.
Key appointments to the Global Management were made to build the
overall strength including the appointment of a COO and new CEO
Issuer Services.
Percentage of target achieved 135%
Percentage of maximum achieved 90%
FY2021 LTI VESTING OUTCOMES
The FY2021 LTI grant was tested on 30 June 2023. The applicable performance measure to 50% of this grant was relative TSR
against the S&P/ASX 100. Our three-year TSR to 30 June 2023 of 102% resulted in Computershare ranking at the 91st percentile of
the ASX100. This element of the LTI vested at 100%.
TSR Performance vs ASX 100
300%
250%
200%
150%
100%
50%
0%
-50%
-100%
Median
75th
CPU
The remaining 50% tranche of the FY2021 LTI was a one-off grant of SARs subject to an in-built share price hurdle (that is, the
SARs only have a value above the share price at the date of grant, which was AU$13.25). Based on this grant price, the value
delivered to executives is the share price growth exceeding AU$13.25 based on a 90-trading day volume weighted average price
(VWAP) until 30 June 2023. Where the VWAP was below AU$13.25, there would be no vesting.
Given Computershare’s VWAP to the end of FY2023 was AU$22.55, each SAR has delivered a value of AU$9.30 (AU$22.55 –
AU$13.25). This value, being the difference between the grant price and the VWAP until 30 June 2023, multiplied by the number of
SARs held by the individual, is delivered in Computershare shares.
50
The SARs were granted in the early phase of the Covid-19 pandemic, at which time the then on-foot LTI awards appeared highly
unlikely to vest. Accordingly, the LTI award outcomes for the past three years, being judged against performance measures set
prior to the impact of the pandemic, were:
LTI award
FY2018-2020
FY2019-2021
FY2020-2022
Vesting outcome
0%
0%
50%
For the FY2022 LTI and subsequent awards, Computershare reverted to an LTI delivered wholly in Performance Rights and
assessed against three performance measures – see Section 4.3 for more detail.
2.4 REMUNERATION CHANGES MADE IN FY2023
Changes made to the remuneration packages of executive KMP in FY2023 are set out below, excluding the former Global Head of
Issuer Services and newly appointed COO.
SJ Irving
Currency
GBP
FY2022
base salary
FY2023
base salary
Year-on-year
change
GBP 1,097,586
GBP 1,097,586
0%
NSR Oldfield
USD
USD 837,442
USD 900,000
7.5%
ML McDougall
AUD
AUD 701,765
AUD 736,853
5.0%
Changes to incentive opportunity levels
STI target opportunity was increased from 83.3%
of base salary to 100%. LTI opportunity was
increased from 150% of base salary to 172%.
STI target opportunity was increased from 60%
of base salary to 100% and LTI opportunity
reduced from 107% of base salary to 100% of his
base salary.1
No change. Eligible to participate in the new
Restricted Equity Plan.
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.
As explained previously, while our CEO, CFO and COO do not participate, we introduced a new element of remuneration for some
members of our senior executive team. To encourage retention and alignment with shareholders, 10% of fixed remuneration is
awarded in the form of Restricted Shares that vest based on continued service. In FY2023, the only member of KMP eligible to
participate was the CIO.
2.5 KMP REALISED PAY IN FY2023 (UNAUDITED)
The table below details actual pay and benefits for executive KMP (excluding Mr Sarkar who retired on 31 December 2022 and
Mr Baig who commenced employment on 15 June 2023). This table aims to assist shareholders in understanding the cash and other
benefits actually received by KMP from the various components of their remuneration during FY2023 as an additional voluntary
disclosure which has not been subject to audit.
Total Realised Remuneration in FY2023 is higher than FY2022, primarily due to STI outcomes being higher due to stronger
business performance and full vesting of the FY2021 LTI which includes the one-off grant of SARs. It should be noted, as set out in
section 2.3 of this report, that the over the past three years prior to FY2023, our LTI program has only vested once (in FY22 and to
the extent of 50% of the award based on our strong relative TSR performance over the period 1 July 2019 to 30 June 2022).
All figures below are in USD.
FY2023 Actual Package Details
FY2023 Actual vs Max
FY2023 vs FY2022 Actual
FY2023
Fixed (base +
benefits)
FY2023
Actual
Total STI
FY2021
LTI Vesting
in FY20231
FY2023
Actual Total
Remuneration
(Base + STI + LTI)
1,336,455 1,777,954 3,929,604 7,044,013
Employee
SJ Irving
NSR Oldfield
900,781 1,061,156 1,421,554 3,383,491
ML McDougall3
508,407
208,633
801,981 1,519,021
FY2023 Actual
vs Max Total
Remuneration
(Base + Max STI
+ LTI)
FY2023 vs
FY2022
Actual STI
received
FY2023 vs FY2022
Actual Total
Remuneration
(Base + STI+
FY20 LTI)
126%
113%
112%
139%
180%
97%
170%
164%
149%
FY2023
Actual vs
Max STI
90%
90%
56%
1 LTI value calculated using number of vested rights x Computershare closing share price as at 30 June 2023.
2 This non IFRS information included in the table above has not been subject to audit.
3 ML McDougall ceased to be a KMP on 15 June 2023. Realised pay in FY2023 is referable to the full year.
51 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT
3. EXECUTIVE REMUNERATION STRUCTURE
3.1 REMUNERATION STRUCTURE OVERVIEW
The fixed remuneration structure for our senior executives includes base salary (plus any applicable superannuation contributions)
and, other than the CEO, CFO and COO, includes a component that is granted in three-year Restricted Shares. Our remuneration
structure also includes variable at-risk remuneration consisting of an STI and for a more limited pool of Global Management, an LTI.
The purpose of each element of remuneration is outlined below.
Fixed Remuneration
STI
LTI
To 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, and market practice.
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.
To align executive reward outcomes
to long-term sustainable shareholder
value creation.
The remuneration framework for the CEO and CFO operates over time as set out below. Given that the COO was appointed in
June 2023, he only received base salary and a pro-rated STI in FY2023. From FY2024, he will be eligible to participate in the
LTI plan.
FIXED
PAY
Base salary
STI Assessed against a scorecard of financial,
strategic and non-financial objectives
Cash (50%)
Restricted Shares (50%)
LTI Performance Rights tested at the end of a 3-year performance period against Relative TSR (40%),
Earnings per Share (ex. Margin Income) (30%) and Return on Invested Capital (30%)
FY23
FY24
FY25
Payment/vesting date
52
3.2 EXECUTIVE KMP REMUNERATION MIX
The following diagram sets out the minimum, target and maximum total remuneration opportunity for each executive KMP as at
30 June 2023. Each component is shown as a percentage of the total remuneration package.
Minimum: consists of fixed remuneration which is comprised of base salary and superannuation, and restricted equity (as applicable).
Target: consists of fixed remuneration, restricted equity (as applicable) target STI (cash and deferred) and the full value of LTI.
Maximum: consists of fixed remuneration, restricted equity (as applicable), maximum STI (cash and deferred) and the full value of
our LTI.
FY2023 CEO PAY MIX
Minimum
Target
Maximum
100%
27%
24%
FY2023 CFO PAY MIX
Minimum
Target
Maximum
100%
35%
30%
FY2023 CIO PAY MIX
Minimum
Target
Maximum
FY2024 COO PAY MIX
Minimum
Target
Maximum
91%
42%
36%
100%
38%
31%
13%
13%
46%
18%
18%
41%
15%
15%
35%
20%
20%
30%
9%
4% 9% 9%
36%
4%
12%
16%
32%
22%
22%
18%
27%
27%
15%
Fixed Remuneration
Restricted Equity
STI – Cash
STI – deferred
LTI
53 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT 3.2 EXECUTIVE KMP REMUNERATION MIX
The following diagram sets out the minimum, target and maximum total remuneration opportunity for each executive KMP as at
30 June 2023. Each component is shown as a percentage of the total remuneration package.
Minimum: consists of fixed remuneration which is comprised of base salary and superannuation, and restricted equity (as applicable).
Target: consists of fixed remuneration, restricted equity (as applicable) target STI (cash and deferred) and the full value of LTI.
Maximum: consists of fixed remuneration, restricted equity (as applicable), maximum STI (cash and deferred) and the full value of
FY2023 CEO PAY MIX
FY2023 CFO PAY MIX
FY2023 CIO PAY MIX
our LTI.
Minimum
Target
Maximum
Minimum
Target
Maximum
Minimum
Target
Maximum
Minimum
Target
Maximum
FY2024 COO PAY MIX
100%
27%
24%
100%
35%
30%
91%
42%
36%
100%
38%
31%
13%
13%
46%
18%
18%
41%
15%
15%
35%
20%
20%
30%
9%
4% 9% 9%
36%
4%
12%
16%
32%
22%
22%
18%
27%
27%
15%
Fixed Remuneration
Restricted Equity
STI – Cash
STI – deferred
LTI
3.3 EXECUTIVE KMP REMUNERATION LEVELS IN FY2023
We set out below the contractual FY2023 base salary, restricted equity (as applicable), STI and LTI opportunities of each executive
KMP as at 30 June 2023, excluding the former Global Head of Issuer Services. ML McDougall ceased to be a KMP on 15 June 2023.
Contractual remuneration is presented on a full year basis.
For the newly appointed COO, his FY2024 package is shown.
Employee
(location)
SJ Irving
UK
NSR Oldfield
USA
H Baig
UK
ML McDougall
Australia
Base salary
(home currency)
Restricted equity
(% of base salary)
STI target
(% of base salary)
STI max
(% of base salary)
LTI max
(% of base salary)
GBP 1,097,586
USD 900,000
GBP 850,000
N/A
N/A
N/A
100.0%
150.0%
172.0%
100.0%
150.0%
100.0%
117.6%
176.5%
AUD 736,853
10.0%
42.9%
75.0%
47.1%
85.7%
4. REMUNERATION COMPONENTS
4.1 FY2023 SHORT-TERM INCENTIVE PLAN
What is the
opportunity?
What are the
performance
hurdles?
CEO & CFO
CIO
The minimum STI outcome is 0% (if targets are not
met) and maximum is capped at 150% of target
opportunity.
The minimum STI outcome is 0% (if targets are not
met), and maximum is capped at 175% of target
opportunity.
Budgeted EBIT (25%)
Strategic Financial Objectives (50%)
Non-Financial Objectives (25%)
Budgeted EBITDA (35%)
Growth in EBIT ex MI (25%)
Strategic Financial 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 for
the FY2023 STI is to be determined by dividing the amount to be deferred by the VWAP of Computershare
Shares over the five trading days following the release of the Company’s full year results on 15 August 2023.
What is the
performance
period?
The performance period for the FY2023 STI plan was 1 July 2022 to 30 June 2023.
54
How are STI
payments
determined?
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 target opportunity
associated with the measure is paid out. Budget achievement results in 100% target payout and stretch
achievement (120% of budget) pays out at 150% of target opportunity. Straight-line vesting occurs between
threshold, target and stretch.
Growth in EBIT ex MI – For FY2023, the Board set a scale whereby growth of 0% to 10% pays out linearly
between 0% and 200% of target opportunity. This component is not applicable to the CEO’s and CFO’s STI
(only to the CIO in FY2023).
Strategic Financial Objectives – At the outset of the year, a set of goals with financial targets that underpin
the strategic agenda for the year are selected by the Board for the CEO. The CEO does the same for the
remaining executive KMP. Assessment at the end of the financial year against set criteria results in payout
between 0% and 150% of target. The FY2023 criterion for the CEO and their assessment are listed in detail
in section 2.3.
Non-Financial Objectives – A set of non-financial objectives relating to customer, culture, risk management
and other metrics relevant for the year (such as 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 executive KMP. The FY2023 objectives and their assessment are listed in detail for the CEO in
section 2.3. There is stretch in the STI plan such that for the CEO and CFO, there is a maximum payout of
150% of target opportunity associated with these objectives and, for the CIO, a maximum payout of 200% of
target opportunity.
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.
4.2 LONG-TERM INCENTIVE PLAN GRANTED IN FY2023
Who participates?
All executive KMP 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 number of
Rights to be awarded
calculated?
The number of Performance Rights awarded was calculated by dividing the FY2023 LTI opportunity by
the VWAP of Computershare Shares over the five trading days following the release of the Company’s
FY2022 results on 9 August 2022.
What is the
performance period?
What are the
performance hurdles?
The FY2023 LTI plan will be tested over the period 1 July 2022 to 30 June 2025.
Relative TSR (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
S&P/ASX 100 comparator group, as follows:
Relative TSR ranking within S&P/ASX 100
Vesting
Below the 50th percentile
Equal to the 50th percentile
Between the 50th to 75th percentile
0%
50%
Progressive pro-rata vesting between 50% to 100%
(i.e. on a straight-line basis)
At or above the 75th percentile
100%
55 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT What are the
performance hurdles?
Average Management EPS ex MI growth (30%)
Requires Management to deliver growth in earnings from the underlying business to the benefit of
shareholders. EPS is measured excluding margin income to exclude any potential windfall gains arising
from interest rate increases over the three-year performance period. 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 ex MI
Vesting
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%
Average Return on Invested Capital (ROIC) (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 ROIC
Below 12.75% per annum
12.75% per annum
Vesting
0%
50%
Between 12.75% and 14.50% per annum
Progressive pro-rata vesting between 50% to 100% (i.e.
on a straight-line basis)
14.50% 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.
4.3 FY2023 RESTRICTED EQUITY PLAN
As mentioned earlier in this report, for executives below our CEO, CFO and COO, we introduced a serviced based equity plan equal
in value to 10% of fixed remuneration to encourage retention and shareholder alignment. Of our executive KMP, only the CIO
participated in FY2023. The number of Restricted Shares granted for FY2023 was determined by dividing 10% of a participant’s
fixed remuneration by the 5-day VWAP of Computershare’s shares after the FY2022 results announcement. For the Shares to vest,
the participant is required to complete 3 years’ service with the Group (through to 1 September 2025). In general, the Restricted
Shares will be released from restriction on a change of control and will lapse on cessation of employment unless the Board decides
otherwise in the case of a good leaver.
4.4 OTHER REMUNERATION
Like all our employees, executive 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.
56
5. REMUNERATION GOVERNANCE FRAMEWORK
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 People & Culture Committee (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 outcomes should align to shareholder experience, both in terms of performance measures
and the use of equity awards, 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 & 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 & 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 the Committee with 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.
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, SW Corporate provided benchmarking
data and market practice advice to the Committee
only. No remuneration recommendations relating
to KMP were provided.
57 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT
6. NON-EXECUTIVE DIRECTOR REMUNERATION
Computershare’s total Non-executive Director (NED) fee pool has a limit of AU$2.6m. This limit was approved by shareholders in
November 2021 to ensure we can offer globally competitive NED fees and expand our international Director base in line with our
global strategy.
From 1 October 2022, changes to NED fees were made to ensure we continue to attract and retain a high calibre of Directors
with competitive fees in the respective markets in which they are located – Australia, the US and UK. Informed by an external
benchmarking exercise, we made changes to:
> The Chair fee (increased from AU$475,000 to AU$500,000). Given our new Chair, Paul Reynolds, is based in the UK, his fee
paid will be £275,000, which reflects the GBP/AUD FX rate at the date of his initial appointment as a Director. This fee will not be
adjusted annually to accommodate future FX changes; and
> The Australian base Board fee (increased from AU$170,000 to AU$180,000).
NED fees as at 30 June 2023 are set out in the below table.
Australia
United States
Chair Fee
n/a
n/a
United Kingdom
£275,000
n/a
Base
Board fee
Chair Risk
and Audit
Committee
Chair People
and Culture
Committee
Member Risk
and Audit
Committee
Member People
and Culture
Committee
AU$180,000
AU$75,000
AU$40,000
US$182,500
n/a
n/a
n/a
n/a
AU$25,000
US$18,750
n/a
AU$20,000
US$15,000
n/a
These fees are inclusive of statutory superannuation where applicable. J Nendick (USA), JM Velli (USA) and PJ Reynolds (UK)
receive their Director fees in their local currency. No bonuses, either short or long term, are paid to NEDs. They are not provided
with retirement benefits.
NED statutory remuneration
Details of the nature and amount of each element of the total remuneration for each NED for the year ended 30 June 2023 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 FY2023 USD/AUD average rate was 1.48716, the FY2022 USD/AUD average rate
was 1.37548).
PJ Reynolds2
AP Cleland
TL Fuller
LM Gay
J Nendick
JM Velli
Former NEDs
SD Jones3
CJ Morris
Total
Short-term
Fees1
$
257,587
143,368
130,213
138,705
154,352
162,550
132,953
140,705
201,250
155,969
197,500
197,500
108,201
329,462
45,004
1,182,056
1,313,263
Financial
Year
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2022
2023
2022
Post-employment
benefits
Superannuation/
pension
$
-
-
2,811
-
15,922
16,183
13,965
14,098
-
-
-
-
8,503
17,134
-
41,201
47,415
1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
2 PJ Reynolds was appointed Chair from 10 November 2022.
3 SD Jones retired effective 10 November 2022.
Total
$
257,587
143,368
133,024
138,705
170,274
178,733
146,918
154,803
201,250
155,969
197,500
197,500
116,704
346,596
45,004
1,223,257
1,360,678
58
7. KMP CONTRACTUAL ARRANGEMENTS
On appointment to the Board, all NEDs sign a formal appointment letter which includes details of their Director fees. NEDs 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.
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. For the Group CEO, the notice period is one month and for the Group
COO it is six months. As the Group CFO is located in the US, his employment is on an at will basis and, consistent with other
employees in that jurisdiction, that means there is no contractual notice period in place.
On termination of employment, KMP are entitled to statutory entitlements in their respective jurisdictions of employment.
> The Deferred Short-Term Incentive (DSTI) and Restricted Equity plans provide for full vesting on redundancy or termination by
the Group other than for cause.
> Under the LTI plan, subject to Board discretion, Performance Rights for ‘good leavers’ will be left on-foot, with the intended
treatment being that a pro-rata proportion will be retained by the executive and will be subject to vesting at the end of the
original performance period based on the 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.
Treatment of Awards for Naz Sarkar (former Global Head of Issuer Services)
In FY2023, Naz Sarkar retired from Computershare effective 31 December 2022 and received his statutory entitlements. As a good
leaver, the treatment of his awards was as follows:
> His FY2023 STI was pro-rated based on the portion of the financial year served and was delivered in cash;
> His DSTI awards earned from prior year STI plans became unrestricted at termination; and
> His on-foot LTI awards (Performance Rights and SARs) were pro-rated for the length of the performance period served, to be
tested in the ordinary course at the end of the performance period.
Appointment of Hussain Baig (COO)
In addition to his contractual fixed remuneration, STI and LTI opportunities disclosed in section 3.3, Hussain Baig was also granted
£250,000 worth of Deferred Shares upon appointment as a one-off arrangement. This equity award will vest on 1 September 2024
(50%) and 1 September 2025 (50%) subject to continued employment.
59 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT 8. STATUTORY REMUNERATION DISCLOSURES
Details of the nature and amount of each element of the total remuneration for each executive KMP for the year ended 30 June 2023
are set out in the table below in USD. 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 FY2023 USD/AUD average rate was 1.48716, the FY2022 USD/AUD average rate
was 1.37548).
8.1 REMUNERATION OF EXECUTIVE KMP
Short-term
Long-term
Financial
Year
Salaries
$
Other2
$
Post-
employment
benefits
Super-
annuation/
pension
$
Share-based
payments expense
Performance
Rights/
SARs3
$
Shares
$
Other
Total
Other5
$
$
Cash
bonuses
$
888,978
711,263
23,118
-
530,578
294,417
32,986
43,117
65,093
22,248
796,605
1,133,385
21,789
4,210,198
642,826
1,325,510
34,178
4,224,109
-
-
-
-
-
-
35,700
32,700
16,261
17,134
-
-
9,373
-
362,961
210,681
109,407
105,765
134,803
188,762
-
-
417,513
511,245
208,290
269,576
158,606
466,671
-
-
78,650
-
2,663
2,214,496
2,326
1,868,717
1,907
930,060
2,171
1,075,432
1,082
1,269,070
2,406
1,920,719
136,037
(12,280)
133,534
427,643
230,230
35,084
-
-
Executive KMP
SJ Irving1,4
H Baig1,6
NSR Oldfield1
2023
2022
2023
2022
2023
2022
Former executive KMP
ML McDougall1,7 2023
N Sarkar1,8
Total
2022
2023
2022
2023
2022
1,271,362
1,444,967
46,159
-
865,081
817,348
470,438
512,168
546,936
1,032,650
3,199,976
2,006,354
3,807,133
1,369,444
20,706
78,201
117,054
1,413,149
1,917,794
27,441
8,702,474
72,082
1,148,034
2,573,002
41,081
9,088,977
1 KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
2 Other long-term remuneration comprises annual leave and long service leave.
3 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. As part
of the 2024 financial year budget process, it was no longer considered probable that the average management EPS ex MI growth performance condition
applicable to the performance rights granted on 29 November 2021 would be fully met. On this basis, the accounting expense related to the prior year
has been reversed.
4 Computershare provides tax protection for tax obligations that arise during business travel. As a result of SJ Irving’s travel and work in Australia, as
required of him by Computershare, a payment of PAYG was made by the Company 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 credits received are used to
repay the loan and residual amounts written off. The related UK and Australian tax charges on the beneficial loan are included in ‘Other’.
5
‘Other’ includes benefits related to Computershare’s general employee share plan as detailed in note 41 of the financial statements.
6 H Baig was appointed on 15 June 2023.
7 ML McDougall ceased to be a KMP on 15 June 2023.
8 N Sarkar retired on 31 December 2022.
60
8.2 EQUITY REMUNERATION AND SHAREHOLDINGS OF KMP
Shares granted under the 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
granted
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
$
$
%
%
Executive KMP
H Baig1
15/06/2023
15/06/2023
FY20233
10,454
10,454
-
-
-
-
SJ Irving
27/11/2020
48,629
(48,629)
1/11/2021
31/10/20222
FY20233
55,840
41,453
-
-
-
-
NSR Oldfield
27/11/2020
9,377
(9,377)
1/11/2021
31/10/20222
FY20233
19,990
17,158
-
-
-
-
Former KMP
ML McDougall4
27/11/2020
5,416
(5,416)
1/11/2021
10,734
31/10/20222
5,791
FY20233
-
-
-
-
N Sarkar5
27/11/2020
7,374
(7,374)
1/11/2021
20,952
(20,952)
31/10/20222
9,348
(9,348)
10,454
10,454
FY2025
FY2026
160,062
160,062
-
-
55,840
41,453
-
-
19,990
17,158
-
-
10,734
5,791
-
-
-
-
FY2023
FY2024
FY2025
-
FY2023
FY2024
FY2025
-
FY2023
FY2024
FY2025
-
FY2023
FY2023
FY2023
-
-
-
704,377
-
-
-
291,552
-
-
-
98,402
-
-
-
158,843
154,307
156,901
22,661
-
-
-
-
100%
39,017
260,723
609,015
-
-
-
-
100%
13,968
107,917
363,485
-
N/A
N/A
N/A
-
-
-
-
-
-
100%
-
-
-
100%
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 H Baig was appointed a member of KMP from 15 June 2023. Fair value at grant date 15 June 2023: AUD22.77
2 Fair value at grant date 31 October 2022: AUD25.27
3 Shares for the deferred portion of the 2023 STI will be granted October/November 2023. The number of shares is based on Computershare’s 5-day
VWAP from 16-22 August 2023: AUD24.34. 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 FY2023.
4 ML McDougall ceased to be a KMP from 15 June 2023.
5 Shares granted to N Sarkar vested on 31 December 2022.
Shares granted under the Restricted Equity Plan
Set out below is a summary of Shares granted under the Restricted Equity plan and the maximum value of Shares that are
expected to vest in the future if the vesting conditions are met:
Date
granted
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)2
Maximum
total value
of grant
yet to be
expensed
$
$
Former KMP
ML McDougall1
14/11/2022
3,122
-
3,122
FY2026
54,057
N/A
Vested
Forfeited/
lapsed
%
-
%
-
1 ML McDougall ceased to be a KMP from 15 June 2023.
2 Fair value at grant date 14 November 2022: AUD25.75
61 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 FY2023 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.
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
Date
granted
Number
granted
Executive KMP
SJ Irving
25/11/2019 190,443
95,221
(95,222)
27/11/2020 103,809
29/11/2021 181,938
28/11/20221 146,771
-
-
-
-
-
-
NSR Oldfield
25/11/2019
69,420
34,710
(34,710)
27/11/2020
37,553
29/11/2021
73,776
28/11/20221 52,455
-
-
-
-
-
-
Former KMP
ML McDougall2 25/11/2019
39,103
19,551
(19,552)
27/11/2020
21,186
29/11/2021
36,835
28/11/20221 26,762
-
-
-
-
-
-
N Sarkar3
25/11/2019
53,504
26,752
(26,752)
27/11/2020
38,134
29/11/2021
65,562
28/11/20221
8,089
-
-
-
(6,356)
(32,781)
-
-
103,809
181,938
146,771
-
37,553
73,776
52,455
-
21,186
36,835
26,762
-
31,778
32,781
8,089
$
-
-
-
$
-
-
660,633
FY2023
FY2024
FY2025
FY2026
2,303,680
1,535,786
FY2023
FY2024
FY2025
FY2026
FY2023
FY2024
FY2025
FY2026
FY2023
FY2024
FY2025
FY2026
-
-
-
-
-
267,888
823,320
548,880
-
-
-
420,049
-
-
-
126,963
-
-
N/A
N/A
-
-
-
-
Vested
Forfeited
/lapsed
%
%
50%
50%
-
-
-
-
-
-
50%
50%
-
-
-
-
-
-
50%
50%
-
-
-
50%
-
-
-
-
-
-
50%
17%
50%
-
1 Fair value at grant date in November 2022: TSR – AUD19.01; ROIC – AUD26.23; EPS ex MI – AUD26.23. Approval for this issue was obtained under ASX
Listing Rule 10.14.
2 ML McDougall ceased to be a KMP from 15 June 2023.
3
In accordance with the terms and conditions of the LTI plan, 6,356 of the performance rights granted to N Sarkar in FY2021 lapsed following his
retirement on 31 December 2022. The remaining 31,778 of the performance rights have not lapsed and will be subject to testing against the relevant
performance hurdles at the conclusion of the performance period on 30 June 2023. 32,781 of the performance rights granted in FY2022 lapsed
following his retirement. The remaining 32,781 of the performance rights have not lapsed and will be subject to testing against the relevant performance
hurdles at the conclusion of the performance period on 30 June 2024. 8,089 performance rights were granted in FY2023 on a pro-rata basis and will be
subject to testing against the relevant performance hurdles at the conclusion of the performance period on 30 June 2025.
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 FY2021 LTI plan.
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
Date
granted
Number
granted
SJ Irving
NSR Oldfield
ML McDougall1
N Sarkar2
27/11/2020 367,406
27/11/2020 132,912
27/11/2020
74,983
27/11/2020 134,967
-
-
-
-
-
-
-
367,406
FY2024
132,912
FY2024
74,983
FY2024
(22,494)
112,473
FY2024
$
-
-
-
-
Vested
Forfeited
/lapsed
%
-
-
-
-
%
-
-
-
17%
1 ML McDougall ceased to be a KMP on 15 June 2023. His shareholding balance is shown at this date.
2
In accordance with the terms and conditions of the LTI plan, 22,494 of the share appreciation rights granted to N Sarkar in FY2021 lapsed following
his retirement on 31 December 2022. The remaining 112,473 of the share appreciation rights have not lapsed and will be subject to testing against the
relevant conditions at the conclusion of the performance period on 30 June 2023.
62
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.
Non-executive Directors
PJ Reynolds
AP Cleland
TL Fuller
LM Gay
SD Jones2
J Nendick
JM Velli
Executive KMP
SJ Irving
NSR Oldfield
H Baig3
ML McDougall4
N Sarkar5
Balance at
beginning of
the year
Vested
under
DSTI plan
On exercise
of SARs/
Performance
Rights
On market
purchases/
(sales)
Vested
Other
share
plans1
Balance
at end of
the year
Other
8,000
14,320
16,148
21,939
51,917
13,141
17,000
171,396
77,618
-
3,817
45,984
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,000
351
-
-
-
-
-
48,629
9,377
-
5,416
37,674
95,221
34,710
-
19,551
26,752
(238,506)
(41,422)
-
(24,967)
(34,126)
-
-
-
-
-
-
-
-
377
-
1,232
1,935
-
-
-
-
(51,917)
-
-
-
-
-
(5,049)
(78,219)
24,000
14,671
16,148
21,939
-
13,141
17,000
76,740
80,660
-
-
-
1 Vested Other share plans include shares vested related to Computershare’s general employee share plan as detailed in note 41.
2 SD Jones retired effective 10 November 2022. 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 H Baig was appointed as COO on 15 June 2023.
4 ML McDougall ceased to be a KMP on 15 June 2023. His final shareholding balance is disclosed in the Other column at this date.
5 N Sarkar ceased employment on 31 December 2022. His final shareholding balance is disclosed in the Other column at this date.
Proportions of fixed and performance-related remuneration
The percentage value of total remuneration relating to the current financial year received by executive KMP that consists of fixed
and performance-related remuneration is outlined below. NEDs do not receive any performance-related remuneration.
SJ Irving
NSR Oldfield
H Baig
ML McDougall
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
Rights/SARs1
31.41%
39.23%
58.69%
48.88%
40.66%
20.07%
23.03%
29.39%
13.96%
31.72%
17.98%
15.76%
11.92%
11.23%
10.00%
30.54%
21.98%
-
25.93%
17.62%
1 Excludes the performance rights reversal in the year ended 30 June 2023.
63 | COMPUTERSHARE | ANNUAL REPORT | 2023
DIRECTORS’ REPORT 8.3 OTHER
Loans and other transactions with Directors and executives
As a result of SJ Irving’s travel and work in Australia, a PAYG tax obligation arises in Australia. The Company provides tax
protection for tax obligations that arise during business travel and a payment of PAYG is 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 his tax
returns, foreign tax credits are applied to repay the loan and residual amounts due on the loan are written off. Details of the PAYG
loan are set out below.
SJ Irving
226,956
-
7,563
-
290,337
290,337
Balance
1 July
2022
Interest paid
or payable
for the year
Interest not
charged
Amounts
written off
Balance
30 June
2023
Highest
balance in
period
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.
End of the Remuneration Report.
Shares under option
Unissued ordinary shares in Computershare Limited under Performance Rights and SARs at the date of this report are as follows:
Date granted
Performance Rights
29/11/2021
28/11/2022
SARs
27/11/2020
AUDITOR
Financial year of expiry
Number of Rights
2025
2026
2024
667,099
506,929
547,438
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.
64
During the year, the following amounts were incurred in relation to services provided by PricewaterhouseCoopers and its
network firms.
Assurance services:
Auditing or review of financial statements
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Regulatory assurance and other required engagements by local regulations
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Other assurance related services
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Other non-assurance services:
Taxation compliance services
- Network firms of PricewaterhouseCoopers Australia
2023
$000
2022
$000
1,500
4,364
5,864
40
2,993
3,033
440
2,482
2,922
-
22
22
188
188
1,347
3,961
5,308
37
2,662
2,699
357
2,149
2,506
125
50
175
231
231
Total Auditor’s Remuneration
12,029
10,919
ROUNDING OF AMOUNTS
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.
PJ Reynolds
Chair
29 September 2023
65 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023, 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.
Marcus Laithwaite
Partner
PricewaterhouseCoopers
Melbourne
29 September 2023
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.
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, www.pwc.com.au
66
Liability limited by a scheme approved under Professional Standards Legislation.
FINANCIALS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2023
Note
2023
$000
20221
$000
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 income1
Total other comprehensive income/(loss) 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)
2
2
2
3,166,729
2,562,059
4,770
29,346
500
2,494
3,200,845
2,565,053
21,691
51,435
2,030,767
1,874,932
384,318
324,683
56,216
3
133,839
47,930
60,045
2,605,140
2,307,590
32
6
295
617,691
172,973
444,718
545
309,443
81,663
227,780
(239,526)
(70,011)
(35,921)
(62,075)
6
73,852
(15,121)
(201,595)
(147,207)
243,123
80,573
444,744
227,659
(26)
121
444,718
227,780
243,511
80,814
(388)
(241)
243,123
80,573
4 73.67 cents 37.71 cents
4 73.50 cents 37.62 cents
1
The 30 June 2022 amount of income tax relating to components of other comprehensive income has been restated, please refer to Note 29 Reserves
for further information.
The above consolidated statement of comprehensive income is presented in United States dollars and should be read in conjunction with the
accompanying notes.
67 | COMPUTERSHARE | ANNUAL REPORT | 2023
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2023
Note
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 assets1
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
Reserves1
Retained earnings
Total parent entity interest
Non-controlling interests
Total equity
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
2023
$000
20221
$000
1,141,695
1,000,817
98,973
519,415
318,727
10,226
6,310
9,303
59,332
-
9,464
84,122
481,181
296,118
8,188
5,263
7,130
43,470
78,763
2,853
2,173,445
2,007,905
93,296
8,344
54,115
140,266
145,699
238,575
171
8,380
61,807
134,207
170,721
137,752
3,291,996
3,536,727
649
630
3,972,940
4,050,395
6,146,385
6,058,300
544,242
593,864
543,669
559,331
35,934
37,025
6,558
43,616
1,084
30,042
-
40,703
24,663
5,135
37,601
651
34,460
23,897
1,292,365
1,270,110
19,130
38,899
1,764,003
1,843,020
140,213
469,748
227,469
23,377
-
69,098
162,145
230,831
232,033
23,147
975
97,734
2,713,038
2,628,784
4,005,403
3,898,894
2,140,982
2,159,406
519,299
(357,335)
519,299
(138,090)
1,977,976
1,776,767
2,139,940
2,157,976
1,042
1,430
2,140,982
2,159,406
1 The 30 June 2022 deferred tax assets and reserves balances have been restated, please refer to Note 29 Reserves for further information.
The above consolidated statement of financial position is presented in United States dollars and should be read in conjunction with the
accompanying notes.
68
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2023
Attributable to members of Computershare Limited
Contributed
Equity
$000
Note
Reserves
$000
Retained
Earnings
$000
Non-
controlling
Interests
$000
Total
$000
Total
Equity
$000
519,299
(138,090)
1,776,767
2,157,976
1,430
2,159,406
6
30
6
30
-
-
-
-
-
-
-
-
-
444,744
444,744
(26)
444,718
(239,526)
(35,559)
73,852
-
-
-
(239,526)
-
(239,526)
(35,559)
(362)
(35,921)
73,852
-
73,852
(201,233)
444,744
243,511
(388)
243,123
-
(243,535)
(243,535)
(49,433)
31,421
-
-
(49,433)
31,421
-
-
-
(243,535)
(49,433)
31,421
519,299
(357,335)
1,977,976
2,139,940
1,042
2,140,982
519,299
6,337
1,755,361
2,280,997
1,938
2,282,935
-
-
-
-
-
-
-
-
-
227,659
227,659
(70,011)
(61,713)
121
-
227,780
(70,011)
(362)
(62,075)
(70,011)
(61,713)
(15,121)
-
-
-
(15,121)
-
(15,121)
(146,845)
227,659
80,814
(241)
80,573
-
(206,253)
(206,253)
(267)
(206,520)
(23,698)
26,116
-
-
(23,698)
26,116
-
-
(23,698)
26,116
519,299
(138,090)
1,776,767
2,157,976
1,430
2,159,406
Total equity at 1 July 2022
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 2023
Total equity at 1 July 20211
Profit for the year
Cash flow hedges and cost of hedging
Exchange differences on translation of
foreign operations
Income tax (expense)/credits2
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
1
The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition
of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit
of $3.3 million in retained earnings.
2 The 30 June 2022 deferred tax asset and the tax impact related to foreign currency translation reserve balance have been restated by $38.4 million as
an incorrect tax base was used in determining a temporary difference associated with instruments used in a net investment hedge.
The above consolidated statement of changes in equity is presented in United States dollars and should be read in conjunction with the
accompanying notes.
69 | COMPUTERSHARE | ANNUAL REPORT | 2023
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 30 June 2023
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 sale of controlled entities (net of cash disposed)
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
Payment 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
2023
$000
2022
$000
3,177,472
2,586,419
(2,263,313) (1,993,642)
(22,611)
56,147
4,770
657
(143,654)
(81,323)
29,346
2,494
(181,012)
(76,217)
7(b)
600,998
494,535
(9,628)
(730,590)
42,344
-
(70,708)
(65,670)
-
15,850
4,221
(22,927)
(41,891)
(42,803)
(75,662)
(846,140)
(49,497)
(23,698)
714,134
1,426,761
(783,012)
(513,203)
(5,062)
(28,157)
(213,809)
(188,686)
(29,727)
(17,567)
-
(267)
(43,699)
(50,261)
(410,672)
604,922
114,664
1,030,765
253,317
816,810
(3,734)
(39,362)
1,141,695
1,030,765
1 Cash and cash equivalents at 30 June 2023 includes nil cash (30 June 2022: $29.9 million) 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.
70
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
11.
Impairment
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
71 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023 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.
72
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
Key accounting estimates and judgements
6
6
8
10
11
14
16
Provision for income tax
Deferred tax assets
Accounting for business combinations
Intangibles – mortgage servicing rights
Impairment
Financial assets and liabilities at fair value through profit or loss
Other receivable – contingent consideration on disposal of KCC business
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
There were no new or amended accounting standards or interpretations adopted during the period that had a material impact on
the Group.
Future accounting developments
In May 2023, the IASB issued ‘International Tax Reform—Pillar Two Model Rules’, which amended IAS 12 Income Taxes.
The amendments provide temporary relief from accounting for deferred taxes arising from the Organisation for Economic
Co-operation and Development’s (OECD) international tax reform (“the reform”), which required large multinational companies to
be subject to a minimum 15% tax rate (global minimum tax). The amendment to IAS 12 introduces targeted disclosure requirements,
to help investors better understand a company’s exposure to income taxes arising from the reform, effective for the financial year
ended 30 June 2024. The Group is subject to the Pillar Two Global Anti-Base Erosion Rules (GloBE) Rules (global minimum tax)
and has applied the temporary exception to the accounting for deferred taxes arising from the implementation of these rules.
The Group is assessing the impact on its financial statements for the next financial year.
73 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In February 2021, the IASB amended IAS 1 ‘Presentation of Financial Statements’ to require entities to disclose their material
accounting policy information rather than their significant accounting policies. The amendments define what is ‘material
accounting policy information’ and explain how to identify when accounting policy information is material. They further clarify that
immaterial accounting policy information does not need to be disclosed. The amendments are effective for the financial year ended
30 June 2024. The amendments are not expected to have a material impact on the Group’s financial statements.
On October 31, 2022, the IASB published ‘Non-current Liabilities with Covenants (Amendments to IAS 1)’ to clarify how conditions
with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The
amendments are effective for the financial year ended 30 June 2025. The amendments are not expected to have a material impact
on the Group’s financial statements.
There are no new standards or amendments to existing standards that are not yet effective which are expected to have a material
impact on the Group’s financial statements.
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 CMC Funding, Inc.
Gain on disposal of Milestone Group1 Pty Ltd
Gain on disposal of Private Capital Solutions client accounts
Rent received
Other
Total other income
2023
$000
2022
$000
3,166,729
2,562,059
4,770
29,346
500
2,494
3,200,845
2,565,053
10,730
25,850
1,553
4,074
190
1,335
3,809
-
16,427
2,090
1,007
6,061
21,691
51,435
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.
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.
1 FY 23 Relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd.
74
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
2023
$000
2022
$000
35,835
40,053
75,888
28,485
42,516
71,001
237,178
237,547
(33,054)
(34,528)
204,124
280,012
203,019
274,020
122,400
44,978
6,403
648
4,388
7,825
2,456
4,786
133,839
60,045
142,213
118,380
1,249,228
1,128,550
58,947
55,247
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
Loss on disposal of KCC business
Impairment of assets
75 | COMPUTERSHARE | ANNUAL REPORT | 2023
106,383
6,679
13,643
25,164
61,522
16,310
-
1,069
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 note 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 2023
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
Earnings per share (cents per share)
73.67 cents
73.50 cents 108.01 cents 107.76 cents
Reconciliation of earnings
Profit for the year
Non-controlling interest (profit)/loss
Add back management adjustment items (see below)
$000
$000
$000
$000
444,718
444,718
444,718
444,718
26
-
26
-
26
207,320
652,064
26
207,320
652,064
Net profit attributable to the members of Computershare Limited
444,744
444,744
Weighted average number of ordinary shares used as denominator in
calculating earnings per share
603,729,336
605,099,739
603,729,336
605,099,739
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
Reconciliation of weighted average number of shares used as the denominator:
Weighted average number of ordinary shares used as the denominator in
calculating basic earnings per share
Adjustments for calculation of diluted earnings per share:
Share appreciation rights
Performance rights
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
2023
Number
2022
Number
603,729,336
603,729,336
549,955
820,448
590,415
898,820
605,099,739
605,218,571
76
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.
Management adjustment items
For the year ended 30 June 2023 management adjustment items include the following:
Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Loss on disposal of KCC
Gain on other disposals
Contingent consideration remeasurement
Other
Major restructuring costs
Marked to market adjustments – derivatives
Impairment of assets
Total management adjustment items
Gross
$000
Tax effect
$000
Net of tax
$000
(96,205)
25,535
(70,670)
(106,383)
27,801
(78,582)
(6,679)
(13,643)
1,742
4,074
1,766
7,228
(253)
(1,222)
(4,913)
(6,415)
1,489
2,852
(39,742)
10,466
(29,276)
1,001
(307)
694
(25,164)
2,665
(22,499)
(280,999)
73,679
(207,320)
Management adjustment items net of tax for the year ended 30 June 2023 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 2023 was $70.7 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.
Acquisitions and disposals
› Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust business
($57.8 million), associated mainly with the integration of the Computershare Corporate Trust (CCT) business acquired on the
1st November 20211, and the ongoing integration of Equatex including a rollout of the acquired software ($20.8 million).
› Disposal of the KCC business resulted in a net loss of ($6.4 million).
› Disposals of the smaller CMC Funding, Inc. entity in the US and the Private Capital Solutions business in Canada gave rise to a
gain after tax of $1.5 million.
› A true-up of contingent consideration receivable for last year’s disposal of Milestone Group Pty Ltd resulted in an after-tax gain
of $2.9 million.
1 The CCT business does not include the legacy Corporate Trust operations in Canada & the US.
77 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Other
› Costs of $29.3 million were incurred in respect of major restructuring programmes spanning several years such as the Finance
and People transformation, US and UK mortgage services cost-out programmes and continued property rationalisation.
› 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
$0.7 million.
› An impairment charge of $12.6 million after tax was incurred to write off PPE and intangible balances related to UK mortgage
services, as they were not supported by the expected future cashflows of the businesses. Similarly, the remaining goodwill
balance associated with Computershare’s Voucher Services business was fully written off in the reporting period resulting in a
charge of $9.9 million, as the remaining forecast cash flows continued to run off.
For the year ended 30 June 2022 management adjustment items were as follows:
Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Gain on disposals
Other
Major restructuring costs
Marked to market adjustments – derivatives
Voucher Services impairment
Total management adjustment items
5. SEGMENT INFORMATION
Gross
$000
Tax effect
$000
Net of tax
$000
(84,872)
21,491
(63,381)
(61,522)
14,689
(46,833)
(16,310)
4,110
(12,200)
18,516
(4,586)
13,930
(16,966)
3,830
(13,136)
621
(144)
477
(1,069)
-
(1,069)
(161,602)
39,390
(122,212)
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).
78
OPERATING SEGMENTS
30 June 2023
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
Services1
$000
Issuer
Services
$000
Technology
Services
$000
Total
$000
1,119,447
356,701
318,963
549,032
207,458
869,164
254,149
3,674,914
(29,214)
(4,961)
(152,105)
(200)
(1,312)
(21,286)
(253,885)
(462,963)
1,090,233
351,740
166,858
548,832
206,146
847,878
264
3,211,951
75,670
118,388
104,959
58,491
43,166
13,061
17,942
-
73,866
9,666
6,880
25,181
-
-
-
-
-
-
94,070
-
132,253
212,124
9,330
145,262
3,850
-
-
-
-
-
(5)
118,831
19
218
-
205,334
226,855
90,552
32
502,851
600,472
58,567
48,815
403,570
108,226
847,878
-
2,067,528
1,090,233
351,740
166,858
548,832
206,146
847,878
264
3,211,951
Management adjusted EBIT
373,186
102,507
20,394
23,924
89,445
441,620
(7,098) 1,043,978
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
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
1 As a result of the disposal of the KCC business on 1 May 2023, the legacy corporate trust operations in Canada and the US has moved into the
“Computershare Corporate Trust” segment and the Business Services segment has been dissolved, from 1 July 2023.
79 | COMPUTERSHARE | ANNUAL REPORT | 2023
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
2023
$000
2022
$000
3,674,914
3,032,872
(462,963)
(440,314)
(19,834)
(32,797)
8,728
5,292
3,200,845
2,565,053
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 acquisition related intangible assets
Acquisition related integration expenses
Acquisition and disposal related expenses
Major restructuring costs
Gain on disposals
Contingent consideration remeasurement
Marked to market adjustments – derivatives
Impairment of assets
Disposal of KCC business (note 7)
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
1,043,978
532,474
(11,449)
(1,384)
1,032,529
531,090
(96,205)
(84,872)
(106,383)
(61,522)
(6,679)
(16,310)
(39,742)
(16,966)
1,742
4,074
1,001
18,516
-
621
(25,164)
(1,069)
(13,643)
-
(280,999)
(161,602)
(133,839)
(60,045)
617,691
309,443
Geographical allocation of
external revenue
Geographical allocation of
non-current assets
2023
$000
196,130
361,876
2022
$000
208,964
342,564
2023
$000
172,192
183,502
2022
$000
186,015
153,602
2,056,514
1,451,690
2,686,115
2,836,498
227,022
118,551
92,636
192,777
116,659
143,574
156,104
66,223
65,852
98,929
357,533
378,673
148,116
153,470
71,122
74,094
3,200,845
2,565,053
3,680,261
3,850,838
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 $3,004.7 million (2022:$2,356.1 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 $3,508.1 million (2022: $3,664.8 million).
80
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
Non-deductible asset impairments
Disposal of KCC business
Capital gain on internal reorganisation
US State Franchise tax
Prior year tax (over)/under provided
Effect of changes in tax rates and laws
Disposal of investment in Milestone Group Pty Ltd
Net other
Income tax expense/(credit)
(c) Amounts recognised directly in equity
Deferred tax – share-based remuneration
(d) Tax credit/(expense) relating to items of other comprehensive income1
Cash flow hedges
Net investment hedges1
2023
$000
20221
$000
209,828
90,118
(1,486)
394
208,342
90,512
(9,923)
(25,446)
(35,369)
172,973
(581)
(8,268)
(8,849)
81,663
617,691
309,443
185,307
92,833
(23,808)
(15,702)
7,617
3,440
(3,328)
2,581
1,487
(1,486)
455
-
708
172,973
2,192
321
-
-
1,144
394
(1,410)
(898)
2,789
81,663
(6)
(6)
1,602
1,602
71,228
2,624
73,852
18,203
(33,324)
(15,121)
1 The 30 June 2022 amount for net investment hedges has been restated, please refer to Note 29 Reserves for further information.
81 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (e) Unrecognised tax losses
As at 30 June 2023, companies within the consolidated entity had estimated unrecognised tax losses of $0.03 million
(2022: $0.2 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 exchange1
Share based remuneration2
Intangibles
Mortgage servicing related liabilities
Other
Total deferred tax assets1
Set-off of deferred tax liabilities pursuant to set-off provisions
Net deferred tax assets
Movements during the year
Opening balance at 1 July2
Currency translation difference
Credited/(charged) to profit or loss
Credited/(charged) to equity
Credited/(charged) to other comprehensive income1
Set-off of deferred tax liabilities
Closing balance at 30 June1,2
2023
$'000
20221
$'000
11,573
11,808
1,592
5,720
2,890
17,097
35,025
10,659
163,597
11,681
36,966
27,095
4,927
6,440
8,953
3,346
4,877
3,202
15,399
43,212
15,331
82,506
11,896
23,726
35,243
5,815
340,630
259,946
(102,055)
(122,194)
238,575
137,752
137,752
152,467
(3,086)
(8,983)
9,923
(6)
73,852
20,140
581
1,602
(15,631)
7,716
238,575
137,752
1 The 30 June 2022 deferred tax assets for net investment hedges have been restated. Refer to Note 29 Reserves for further information.
2 July 2021 opening deferred tax assets have been restated to reflect correction of an immaterial error impacting prior periods, with a tax benefit of
$3.3 million. Refer to Note 29 Reserves for further information.
The total deferred tax assets expected to be recovered after more than 12 months amounts to $273.7 million (2022: $189.0 million).
82
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
Other
Closing balance at 30 June
2023
$000
2022
$000
208,642
210,641
42,554
30,718
28,333
6,151
13,126
65,354
37,940
32,779
4,071
3,442
329,524
354,227
(102,055)
(122,194)
227,469
232,033
232,033
234,219
742
(25,446)
-
20,140
-
(2,843)
(8,268)
1,388
7,716
(179)
227,469
232,033
The total deferred tax liabilities expected to be settled after more than 12 months amount to $314.0 million (2022: $317.2 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.
The measurement of deferred tax asset relating to hedges of Net Investment in a Foreign Operation (NIFO), included in the
‘Financial instruments and foreign exchange’ line, applies the ‘active foreign business asset percentage’ (AFBAP) rules at each
balance date, to estimate the percentage of deductible loss in the event of a disposal of a foreign operation.
83 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 associate1
Net (gain)/loss from disposal of controlled entities
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
Impairment of assets
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
2023
$000
2022
$000
1,141,695
1,000,817
-
29,948
1,141,695
1,030,765
444,718
227,780
280,012
274,020
(4,074)
(16,427)
11,958
-
(10,730)
(27,940)
-
(295)
3,169
(545)
(14,972)
(18,770)
32,916
25,164
24,479
1,069
(1,001)
(621)
(74,004)
(66,942)
(1,067)
(29)
(22,611)
56,147
(9,550)
(7,865)
(47,427)
41,563
(8,039)
5,447
600,998
494,535
1 The 2023 (net) gain from disposal relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd, which occurred
during FY22.
(c) Reconciliation of liabilities arising from financing activities
Opening balance at 1 July 2022
559,331
1,843,020
40,703
162,145
4,718
2,609,917
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:
Additions
Fair value adjustments
Transfers and other
Liabilities reclassed from held for sale
Disposal of KCC
Currency translation difference
Balance at 30 June 2023
4,017
(30,953)
(43,699)
-
(47,004)
(117,639)
-
-
4,272
12,614
-
(3,518)
(40,990)
-
-
40,589
27,442
(29,508)
33,426
(33,426)
-
-
-
-
2,570
3,214
(1,700)
(4,015)
-
-
-
6,592
22,434
362
(319)
(819)
16,886
(3,919)
(2,066)
5,784
(5,715)
28,250
593,864
1,764,003
35,934
140,213
(2,516)
2,531,498
84
(d) Acquisitions and disposals of businesses
On 1 May 2023, the Group disposed of the KCC business, which was based in North America and formed part of the Business
Services segment. Under the terms of the sale, Computershare received cash consideration of $44.1 million and deferred
consideration of $50.0 million with additional contingent consideration receivable over the next four years, conditional on the
business achieving set performance targets (refer to Note 16).
Details of the disposal of the KCC business are as follows:
Cash consideration
Contingent consideration
Deferred consideration
Total consideration
Add/(Less):
Carrying amount of net assets disposed
Transaction costs
Loss on disposal before income tax
Income tax expense
Loss on disposal after tax
Carrying amount of net assets disposed:
Assets and liabilities
Cash and cash equivalents
Receivables
Intangibles
Property, plant and equipment
Right of Use Assets
Other assets
Payables
Deferred consideration
Leases
Net assets
Disposal consideration:
Inflow of proceeds received from sale of subsidiary, net of cash disposed:
Cash consideration
Less cash disposed
Net inflow of cash
For details of businesses acquired during the year and related cash flows refer to note 8.
$000
44,118
46,063
50,000
140,181
(149,042)
(4,782)
(13,643)
7,228
(6,415)
253
59,011
105,378
306
4,428
1,567
(15,343)
(832)
(5,726)
149,042
44,118
(253)
43,865
85 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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 business was acquired by the consolidated entity at the date stated and its 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.
On 1 June 2023, Computershare acquired the business and assets of SunDoc Filings, a US-based provider of comprehensive,
nationwide document filing and retrieval services to professional services firms, escrow and small businesses. The total
consideration was $9.9 million.
Details of the acquisition are as follows:
Cash consideration
Consideration payable
Total purchase consideration
Less fair value of identifiable net assets acquired
Provisional goodwill on consolidation
The goodwill recognised is deductible for tax purposes.
Purchase consideration:
Outflow of cash to acquire the entities, net of cash acquired:
Cash consideration
Net outflow of cash
$000
8,941
1,000
9,941
(298)
9,643
8,941
8,941
Acquisition accounting for the CCT and Worldwide Incorporators Ltd business combinations has been finalised in the current
reporting period. The acquisition accounting for the CCT acquisition did not change from what was reported in the 30 June 2022
Annual Report. Intangible assets of $0.7 million were recognised and adjusted out of goodwill for the Worldwide Incorporators Ltd
acquisition.
Aircraft leasing business
In the prior year, the Group disclosed the acquisition of the aircraft leasing business of Wells Fargo as a business combination in the
Computershare Corporate Trust segment. After further analysis, it has been concluded that this purchase should be treated as an
acquisition of assets, and not a business combination. The change did not have any impact on the balance sheet and profit and loss
for FY23 and was not material.
Accounting policies
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.
86
9. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
Due to delays and uncertainties associated with the disposal process, it was determined that the sale of the UK mortgage services
business was no longer highly probable to occur within 12 months. Therefore, despite the continued sale efforts, this business was
no longer classified as held for sale as at 31 December 2022. There have been no major developments since December and the
business is not classified as held for sale as at 30 June 2023.
As the non-current assets of UK Mortgage Services were subject to impairment testing in the reporting period, an impairment
charge of $14.9 million was recorded, writing down the intangible assets, right-of-use assets and property, plant and equipment
associated with this business to nil.
10. INTANGIBLE ASSETS
At 1 July 2022
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 2023
Cost
Accumulated amortisation
Closing net book amount
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
Customer
contracts
and
relationships
$000
Mortgage
Servicing
Rights
$000
Goodwill
$000
Other4
$000
Total
$000
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
9,642
921
629,078
169,405
37,499
3,536,727
113
180,081
(89,764)
(15,866)
(94,642)
(1,197)
(201,469)
-
(93,296)
(135,881)
(8,001)
(237,178)
(10,377)
(6,219)
9,372
9,741
4,178
6,272
-
-
-
(5,551)
(22,147)
822
5,597
14,372
21,610
1,912,824
781,930
567,960
29,282
3,291,996
1,912,824
1,314,367
1,299,809
99,759
4,626,759
-
(532,437)
(731,849)
(70,477) (1,334,763)
1,912,824
781,930
567,960
29,282
3,291,996
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 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).
87 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 that was originally recognised on acquisition, 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.
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 nine years (2022: 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
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 the statement of comprehensive income.
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.
88
The carrying amount of goodwill is allocated to the following groups of CGU’s constituting most of the Group’s operating segments:
Class Actions & Bankruptcy1
Communication Services and Utilities
Computershare Corporate Trust
Employee Share Plans
Issuer Services
Legacy Corporate Trust
Mortgage Services and Property Rental Services2
Voucher Services
June 2023
$000
June 2022
$000
-
113,888
130,414
400,848
89,959
115,781
130,466
383,678
1,033,120
1,028,663
74,883
76,260
159,671
149,427
-
9,976
1,912,824
1,984,210
1 The Class Actions and Bankruptcy business (KCC business) was disposed of during May 2023.
2 Excludes $10.5 million of goodwill related to the UK Mortgage Servicing business which was 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 (eg, CGUs in a wind-down mode).
Voucher Services
During the year, an impairment charge of $10.3 million (2022: $1.1 million) was booked against goodwill, which resulted in the
balance being written off in full. This was 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.
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
2023
n/a
2.1%
2.0%
1.8%
2.1%
2.0%
2.0%
2022
2.0% Class Actions and Bankruptcy
2.1% Communication Services and Utilities
2.0% Legacy Corporate Trust
1.9% Employee Share Plans
2.0% Issuer Services
2.0% Computershare Corporate Trust
2.0% Mortgage Services and Property
Rental Services
2023
n/a
10.1%
9.6%
9.1%
10.0%
10.0%
8.2%
2022
9.2%
9.8%
9.5%
8.9%
9.5%
9.1%
9.0%
Voucher Services1
n/a
n/a Voucher Services1
8.2%
22.3%
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.
89 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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
The hedge of a highly probable forecast transaction.
of a financial liability.
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, interest rate
options
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 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.
Hedge
effectiveness
method
Accounting
treatment for
the hedging
instrument
Fair value through the
income statement.
Accounting
treatment
for the
hedged item
Accounting
treatment
for hedge
ineffectiveness
Accounting
treatment if
the hedge
relationship is
discontinued
Carrying value adjusted
for changes in fair value
attributable to the hedged
risk; fair value through the
income statement.
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.
Where the hedged item still
exists, adjustments to the
hedged item are amortised to
the income statement on an
effective interest rate basis.
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).
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
foreign currency translation
reserve and recognised in
the income statement at
the time at which there is
a disposal of the hedged
foreign operation.
Accounted for under other
accounting standards (foreign
exchange).
Foreign exchange gains and
losses are recognised in the
Group’s foreign currency
translation reserve.
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.
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.
90
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
$000s
2023
Assets
Less than
3 months
3 to 12
months
1 to 5
years
Over 5
years
Total
Carrying
amount
Total
$000s
Cash flow hedges
Interest rate swaps
Interest
-
-
-
50,000
50,000
653
Net investment hedges Cross currency swaps Foreign exchange
- 470,622
-
- 470,622
2,516
Liabilities
Cash flow hedges
Interest rate swaps
Interest
Cash flow hedge
Interest rate option
Interest
-
-
- 2,692,948 2,450,000 5,142,948 221,157
-
-
19,855
19,855
-
Fair value hedges
Interest rate swaps
Interest
- 220,000 200,000 747,290 1,167,290 121,147
Net investment hedges Borrowings
Foreign exchange
-
60,000 110,000
- 170,000
170,000
Cash flow and fair
value hedges
Cross currency
interest rate swaps
Foreign exchange/
interest
-
-
- 801,000 801,000
130,940
2022
Assets
Cash flow hedges
Interest rate swaps
Interest
-
- 300,000 450,000 750,000
4,948
Net investment hedges Cross currency swaps Foreign exchange
-
78,337
-
-
78,337
414
Liabilities
Cash flow hedges
Interest rate swaps
Interest
Cash flow hedge
Interest rate option
Interest
Fair value hedges
Interest rate swaps
Interest
-
-
-
- 325,708 300,000 625,708
9,310
-
-
20,648
20,648
-
- 420,000 747,290 1,167,290
81,229
Net investment hedges Cross currency swaps Foreign exchange
- 366,607
-
- 366,607
5,135
Net investment hedges Borrowings
Foreign exchange
45,000 362,000
- 407,000
407,000
Cash flow and fair
value hedges
Cross currency
interest rate swaps
Foreign exchange/
interest
-
-
- 728,725 728,725
140,292
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.
2023
Cash flow hedges
Cash flow hedges
Net investment hedges
Currency/
Currency pair
Weighted average
hedged rate
Hedging
instruments
Interest rate swaps
Interest rate collar
AUD
USD
AUD
Cross currency swaps
EUR/AUD
Net investment hedges
Borrowings
CHF/AUD
AUD/USD
2022
Cash flow hedges
Cash flow hedges
Net investment hedges
Interest rate swaps
Interest rate collar
AUD
USD
AUD
Cross currency swaps
EUR/AUD
Net investment hedges
Borrowings
CHF/AUD
AUD/USD
91 | COMPUTERSHARE | ANNUAL REPORT | 2023
1.46%
3.02%
2.00%/3.89%
0.6065
0.5946
0.66185
1.46%
2.85%
2.00%/3.89%
0.6557
0.6643
0.68825
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 transition effects of the forthcoming
IBOR reforms, as outlined below, may also result in hedge ineffectiveness.
The following table reflects the hedge ineffectiveness during the period, as reported in direct services in the statement of
comprehensive income:
Hedging
instruments
Risk
2023
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
Cash flow hedges
Interest rate swaps
Interest
(263,558)
263,559
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps
Foreign exchange
Cash flow hedges
Fair value hedges
Cross currency
interest rate swaps
Foreign exchange
Interest
2022
Cash flow hedges
Interest rate swaps
Interest
Fair value hedges
Interest rate swaps
Interest
Net investment hedges Cross currency swaps
Foreign exchange
Cash flow hedges
Fair value hedges
Cross currency
interest rate swaps
Foreign exchange
Interest
(44,888)
(40,589)
17,802
(8,451)
(4,563)
(80,470)
(17,913)
(94,402)
(45,890)
45,679
40,698
(17,802)
8,017
4,549
80,154
17,862
94,401
46,896
1
791
109
-
(434)
(14)
(316)
(51)
(1)
1,006
Ineffectiveness on Net investment hedges which are hedged with borrowings is nil (2022: nil).
Effect of IBOR reform
IBOR reforms continue across the world. As a result of these reforms, LIBOR and other benchmark interest rates have been
replaced with alternative reference rates (ARRs). All tenors of GBP, CHF, EUR LIBOR and the one week and two-month tenors for
USD LIBOR ceased on 31 December 2021. The remaining tenors for USD LIBOR (1 and 3 months) ceased on 30 June 2023. The
Group will switch to the fallback alternative reference rates on derivatives that have USD LIBOR settings upon the first rollover of
each impacted instrument after this date.
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) designate the ‘Secured Overnight Financing Rate’ (SOFR) as the alternative benchmark rate as a hedged risk;
(b) amend the description of the hedged item, including the description of the designated portion of the cash flows or fair value
being hedged; or
(c) amend the description of the hedging instrument. The Group will update its hedge documentation to reflect this change in
designation. 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 following hedging instruments referencing USD LIBOR will transition to SOFR once the remaining tenors cease:
Hedging instruments
Interest rate swaps
Cross currency interest rate swaps
Notional
amount
$000
Carrying amount
asset
$000
Carrying amount
liability
$000
1,167,290
403,710
-
-
121,147
86,122
See Note 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.
92
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 EBITDA
Net debt to Management EBITDA
Net debt to Management EBITDA (excluding mortgage servicing debt)2
1 2022 includes $29.9 million cash presented in assets classified as held for sale.
2 Excludes mortgage servicing debt of $186.3 million (2022: $191.3 million).
2023
$000
2022
$000
2,357,867
2,402,351
(1,141,695) (1,030,765)
1,216,172
1,371,586
1,216,336
720,238
1.00
0.85
1.90
1.64
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 Management 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 $34.0 billion (2022: $33.6 billion) and in relation to these balances, the consolidated entity has in place interest rate
derivatives with a total notional value of $5.2 billion as at 30 June 2023 (2022: $1.4 billion).
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 2023, interest rate derivatives with a total notional value of
$2.0 billion (2022: $1.5 billion) hedging the fair value of fixed rated debt obligations were outstanding.
93 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (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).
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
2023
$000
2022
$000
+100
-100
+100
-100
6,168
(6,168)
4,647
(4,647)
(153)
228
(191)
87
1,808
(1,808)
2,583
(2,583)
(2,038)
(627)
(3,610)
355
309
2,038
627
3,610
(355)
(309)
(2,224)
(545)
(3,302)
489
201
2,224
545
3,302
(489)
(201)
2,212
(2,137)
1,658
(1,762)
(1,670)
1,591
(2,216)
2,212
(244,831)
263,922
(84,413)
91,892
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 2023. 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 $775.4 million (2022: $187.1 million), reflecting a yield of 2.28%
(2022: 0.56%) on average client balances. If the Group was able to achieve an additional yield of 0.50% on the total average
balances of $34.0 billion held during the reporting period, the Group’s profit before tax would have increased by $170 million
(-0.50%: $170 million decrease)1.
1
This calculation assumes that the Group earns interest on all client balances.
94
(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.
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 2023. The currencies with the 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
2023
$000
2022
$000
+10%
-10%
+10%
-10%
(33,903)
(67,034)
33,903
67,034
(40,467)
(65,820)
40,467
65,820
9,407
(9,407)
22,371
(22,371)
(3,122)
3,122
(4,390)
4,390
(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, financial guarantees
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.
95 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Maximum exposure to credit risk
For financial assets recognised on the balance sheet, the maximum exposure to credit risk is the carrying amount. For financial
guarantees granted, the maximum exposure to credit risk is the maximum amount that the Group would have to pay if the
guarantees are called upon (as outlined in Note 35).
The table below shows the Group’s maximum exposure to credit risk on financial assets before taking into account collateral held or
other credit enhancements:
Other financial assets
Loan servicing advances
Financial assets at fair value through profit or loss
Receivables
Total credit risk exposure
2023
$000
2022
$000
98,973
84,122
318,727
296,118
64,341
612,711
1,094,752
69,995
481,352
931,587
(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 as at 30 June 2023 (in the 12 months ending)
Debt facilities
utilised
$million
Committed
debt facilities
$million
June 2024
June 2025
June 2026
June 2027
June 2028
June 2029
June 2030
June 2031
June 2032
Total
Maturity profile as at 30 June 2022 (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
597.4
97.9
650.4
-
198.6
350.0
-
-
543.3
2,437.6
559.7
599.3
-
200.0
-
206.5
350.0
-
-
522.3
2,437.8
895.0
175.0
700.0
-
198.6
350.0
-
-
543.3
2,861.9
855.0
810.0
-
200.0
-
206.5
350.0
-
-
522.3
2943.8
96
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 2023
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 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
Less than
1 year
$000
Between
1-5 years
$000
More than
5 years
$000
Total
contractual
cash flows
$000
27,275
516,967
805,245
43,097
-
19,130
-
-
27,275
536,097
988,197
925,352
2,718,794
98,865
68,766
210,728
1,392,584
1,106,192
994,118
3,492,894
154,818
194,803
36,110
385,731
(509,856)
(244,888)
(567,722) (1,322,466)
522,735
167,697
342,430
292,345
650,561
1,515,726
118,949
578,991
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
(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.
97 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023.
The comparative figures are also presented below.
As at 30 June 2023
Assets
Financial assets at fair value through profit or loss
Contingent consideration receivable
Total assets
Liabilities
Financial liabilities at fair value through profit or loss
Deferred consideration
Total liabilities
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
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
30,087
6,857
16
-
-
30,087
6,857
27,397
46,063
73,460
64,341
46,063
110,404
-
-
-
476,306
-
476,306
-
476,306
1,084
1,084
1,084
477,390
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
The following table presents the changes in level 3 items for the periods ended 30 June 2023 and 30 June 2022:
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
2023
$000
2022
$000
2023
$000
2022
$000
31,768
32,756
(1,626)
(10,716)
-
705
7,983
-
-
4,829
(4,220)
(5,817)
(151)
-
-
-
-
-
-
-
-
-
(163)
1,107
27,397
31,768
(1,084)
(1,626)
98
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 $751.4 million (2022: $787.5 million), where the fair value based on level 2 valuation techniques was
$706.6 million as at 30 June 2023 (2022: $728.1 million);
the Euro Medium Term Notes of $503.5 million (2022: $490.0 million), where the fair value based on level 2 valuation
techniques was $450.6 million as at 30 June 2023 (2022: $457.0 million);
the AUD Medium Term Notes of $179.2 million (2022: $186.9 million), where the fair value based on level 2 valuation techniques
was $180.1 million as at 30 June 2023 (2022: $188.1 million).
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)
2023
$000
2022
$000
3,961
6,203
62
7,666
462
60
10,226
8,188
21,911
26,280
653
4,948
31,551
30,579
54,115
61,807
6,558
6,558
5,135
5,135
469,748
230,831
469,748
230,831
(a) Investment in structured entities
Non-current financial assets include $21.9 million of investments in unconsolidated structured entities (2022: $26.3 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.
99 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 hedges
Fair values of cross currency derivatives designated as fair value hedges
Fair value of derivatives for which hedge accounting has not been applied
2023
$000
6,203
653
6,856
653
2,516
3,687
6,856
6,558
469,748
476,306
121,147
221,157
-
76,599
54,341
3,062
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
94,401
45,891
-
Total derivative liabilities
476,306
235,966
Effect of IBOR reform
The following derivative instruments referencing USD LIBOR will transition to SOFR once the remaining tenors cease.
Derivative instruments
Interest rate caps
Notional
amount
$000
712,593
Carrying
amount
asset
$000
Carrying
amount
liability
$000
3,097
3,062
The above derivative instruments are not in hedging relationships. Refer to Note 12 for details of transition in relation to IBOR
reform (Note 12 includes derivatives in hedging relationships).
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).
100
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 Note (EMTN) (e)
Australian Medium Term Note (AMTN) (f)
2023
$000
2022
$000
88,384
289,000
-
216,480
593,864
97,874
448,571
534,885
503,495
179,178
171,687
385,348
2,296
-
559,331
17,332
361,191
787,546
490,023
186,928
1,764,003
1,843,020
(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 USD only facility of $500.0 million
maturing on 30 June 2024. The second facility is a multi-currency facility of $500 million maturing on 29 September 2025,
which was refinanced during the year.
The consolidated entity maintained a bilateral debt facility of $50.0 million as at 30 June 2022, this was repaid and cancelled
during the year.
The revolving syndicated facilities were drawn to an equivalent of $739.5 million at 30 June 2023. 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 2023.
(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 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
2023
$000
2022
$000
770,000
770,000
46,067
61,040
(64,702)
(43,494)
751,365
787,546
65,126
44,448
816,491
831,994
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.
101 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023 (2022: $770.0 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 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
2023
$000
2022
$000
543,275
522,250
(39,780)
(32,227)
503,495
490,023
36,023
27,587
539,518
517,610
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the EMTN. Hedged EMTN
amounted to $543.3 million as at 30 June 2023 (FY22: $522.3 million).
(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
198,555
206,475
(19,377)
(19,547)
179,178
186,928
18,138
18,303
197,316
205,231
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the AMTN. Hedged AMTN
amounted to $198.6 million as at 30 June 2023 (FY22: $206.5 million).
IBOR reform
During the financial year ended 30 June 2023, the Group transitioned long-term debt relationships subject to mandatory IBOR
reform to alternate reference rates (ARRs). The Group has applied 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 2023, the Group has applied the practical expedients provided under ‘Phase 2’ amendments to
$399.0 million of its borrowings.
102
16. RECEIVABLES
Current
Trade receivables
Unbilled receivables
Interest and margin income receivable
Less: allowance for expected credit losses
Contingent consideration receivable
Other non-trade amounts
Non-current
Deferred consideration receivable
Contingent consideration receivable
Other
2023
$000
2022
$000
232,314
116,376
116,840
224,780
161,120
51,998
(13,603)
(17,297)
451,927
420,601
5,570
61,918
-
60,580
519,415
481,181
50,000
40,504
2,792
93,296
-
-
171
171
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.
Other receivables
Included within other receivables is $50 million receivable on the Seller Note financing, provided on the sale of the KCC business.
The Seller Note is recognised at its fair value, representing the estimated discounted future cash flows receivable over its expected
life. The Seller Note is carried at amortised cost, which is made up of the transaction price plus interest accrued, less any principal
repayments. Interest income is calculated using the effective interest method over the expected life of the Note.
In addition, a receivable for contingent consideration of $37.8 million is included, which represents the present value of the Group’s
estimate of the probability-weighted discounted cash inflows that will be received, subject to targets within the sale contract being
achieved by the acquirer over the four calendar years to 31 December 2026. As at 30 June 2023, there have been no changes in
the estimate of the probable cash inflow. Future changes in such estimates, including unwinding of the discount, will be reassessed
at the end of each reporting period and recorded in profit or loss.
The remaining contingent consideration of $8.3 million relates to other receivables, which are recognised based on the Group’s
estimate of the probability-weighted discounted cash inflows over the next two years.
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.
103 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS An analysis of trade and unbilled receivables and the associated allowance for expected credit losses is as follows:
Trade and unbilled
receivables
Loss
allowance
Net
receivables
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
2023
$000
2022
$000
327,782
329,200
68,651
41,420
23,342
27,658
11,503
5,729
7,843
9,633
2023
$000
(946)
(408)
(497)
(745)
(735)
2022
$000
2023
$000
2022
$000
(4,400)
326,836
324,800
(419)
(581)
(602)
68,243
41,001
22,845
27,077
10,758
(1,347)
4,994
7,241
8,286
28,524
22,144
(10,273)
(9,948)
18,251
12,196
465,531
437,898
(13,604)
(17,297)
451,927
420,601
Key estimates and judgements
The fair value of contingent consideration on the sale of KCC business is determined using estimate of the probability of
targets within the sale contract being achieved by the acquirer to derive estimate of future cash flows. The Group uses its
judgement to estimate the probability of targets being achieved and makes assumptions that are based on market conditions
existing as at each reporting date. The fair value of the contingent consideration is calculated as the present value of the
estimated future cash flows.
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
Disposal of entities1
Currency translation differences
Closing balance at 30 June
1 KCC entities and CMC Funding Inc.
2023
$000
2022
$000
(17,297)
(15,273)
(3,070)
(3,414)
1,199
2,741
-
(1,823)
5,556
8
-
472
(13,604)
(17,297)
No impairment losses have been recognised in the statement of comprehensive income relating to other receivables during the
year ended 30 June 2023 (2022: $nil).
17. LOAN SERVICING ADVANCES
Current
Loan servicing advances
2023
$000
2022
$000
318,727
296,118
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.
104
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 2023.
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
2023
$000
2022
$000
3,876
2,318
-
1,585
291
(487)
417
(444)
3,680
3,876
91,973
7,000
98,973
74,396
9,726
84,122
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
6,310
5,263
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
1,615
7,849
9,464
649
649
745
2,108
2,853
630
630
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 2023, amortisation of $1.8 million (2022: $1.9 million)
was recognised in the statement of comprehensive income relating to capitalised set-up fees.
105 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 21. PROPERTY, PLANT AND EQUIPMENT
Land
$000
Buildings
$000
Plant and
Equipment
$000
Fixtures
and Fittings
$000
Leasehold
improve-
ments
$000
Total
$000
At 1 July 2022
Opening net book amount
Additions
Impairment charge
Disposals
Depreciation charge
Currency translation differences
Transfers and other1
Closing net book amount
Cost
Accumulated depreciation
At 30 June 2023
At 1 July 2021
Opening net book amount
Acquisition of entities and businesses
Additions
Disposals
Depreciation charge
-
(630)
-
-
324
604
7,416
37,716
355
-
-
59,335
27,884
(19)
(586)
5,353
1,597
(59)
(9)
24,387
12,055
(206)
(637)
134,207
41,891
(914)
(1,232)
(1,672)
(27,114)
(1,598)
(5,451)
(35,835)
836
(63)
20
606
7,714
7,714
37,172
52,802
60,126
266,577
148
1,942
7,374
31,536
(462)
(1,806)
27,880
61,923
866
1,283
140,266
420,552
-
(15,630)
(206,451)
(24,162)
(34,043)
(280,286)
7,714
37,172
60,126
7,374
27,880
140,266
9,188
-
-
-
-
26,532
15,680
321
-
47,235
6,569
-
37,300
829
197
13,147
1,631
13,390
102,671
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 other2
Closing net book amount
Cost
Accumulated depreciation
At 30 June 2022
(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
1
Includes $0.9 million of land and related property, plant and equipment no longer classified as held for sale as at 30 June 2023.
2
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.
106
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
2023
$000
2022
$000
132,350
153,585
12,670
16,517
679
619
145,699
170,721
35,934
140,213
176,147
40,703
162,145
202,848
Additions to the right-of-use assets during the year were $33.9 million (2022: $21.6 million), $17.3 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
107 | COMPUTERSHARE | ANNUAL REPORT | 2023
2023
$000
2022
$000
34,820
36,802
4,944
289
5,402
312
40,053
42,516
6,403
214
7,825
1,193
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 2023 the Group had $0.9 million committed leases which had not yet commenced (30 June 2022: nil).
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 2023
As at 30 June 2022
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
2,817
660
14,695
15,920
Total
$000
17,512
16,580
2023
$000
2022
$000
27,275
4,324
162,535
185,451
62,592
9,369
24,570
98,973
35,577
33,552
89,799
67,040
13,510
21,394
84,122
35,511
45,319
86,998
544,242
543,669
19,130
19,130
38,899
38,899
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.
108
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
Lease related
Other
Non-current
Employee entitlements
Acquisitions related
2023
$000
2022
$000
8,532
14,952
1,005
4,523
6,181
5,847
2,576
7,627
13,942
3,428
3,224
5,699
2,707
974
43,616
37,601
13,765
9,612
23,377
13,458
9,689
23,147
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.
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.
109 | COMPUTERSHARE | ANNUAL REPORT | 2023
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
13,942
11,191
Acquisit-
ions
related
$000
3,428
(42)
Restruc-
turing
$000
7,627
8,298
Tax
related
$000
3,224
1,401
Legal
$000
5,699
3,790
Lease
related
$000
2,707
2,806
Other
$000
974
246
Total
$000
37,601
27,690
(5,803)
-
(1,945)
(102)
(2,020)
(603)
(211)
(10,684)
(2,111)
(10,742)
(457)
539
(18)
-
561
-
21
-
-
-
(1,288)
-
-
-
803
134
(72)
(14,670)
1,609
30
2,951
728
Carrying amount at start of year
Additions
Payments
Reversals
Liabilities classified as held
for sale
Foreign exchange movements
Carrying amount at end of year
8,532
14,952
1,005
4,523
6,181
5,847
2,576
43,616
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
9,689
(77)
Total
$000
9,689
(77)
9,612
9,612
2023
$000
1,084
-
2022
$000
651
975
30,042
34,460
69,098
97,734
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).
110
27. INTERESTS IN EQUITY
Interest in the equity of the consolidated entity:
Contributed equity – ordinary shares
Reserves1
Retained earnings2
Total interests in equity
Members of the
parent entity
Non-controlling
interests
2023
$000
2022
$000
2023
$000
2022
$000
519,299
519,299
989
989
(357,335)
(138,090)1
(2,787)
(2,425)
1,977,976
1,776,7672
2,139,940
2,157,976
2,840
1,042
2,866
1,430
1 The 30 June 2022 reserves balance has been restated, please refer to Note 29 Reserves for further information.
2
The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition
of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit
of $3.3 million in retained earnings.
28. CONTRIBUTED EQUITY
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 2022
Balance at 30 June 2023
Number of
shares
603,729,336
603,729,336
$000
519,299
519,299
111 | COMPUTERSHARE | ANNUAL REPORT | 2023
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
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
Nature and purpose of reserves
(a) Foreign currency translation reserve
2023
$000
2
2022
$000
2
(151,232)
(118,298)
-
-
(218,013)
(51,236)
1,711
34,900
3,233
52,912
(8,199)
(8,199)
(16,504)
(16,504)
(357,335)
(138,090)
(118,298)
(23,261)
(35,559)
(61,713)
2,625
(33,324)
(151,232)
(118,298)
-
-
(51,236)
3,805
(263,179)
(139,847)
25,688
70,714
65,512
19,294
(218,013)
(51,236)
3,233
-
(2,036)
4,324
514
1,711
(1,091)
3,233
52,912
50,494
(49,433)
(23,698)
31,421
34,900
26,116
52,912
(8,199)
(8,199)
(8,199)
(8,199)
(16,504)
(16,504)
(16,504)
(16,504)
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 a prior year, the
Group completed a rights issue, which reduced the share buy-back reserve to nil.
112
(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.
Prior period restatements:
1 The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which
included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based
payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.
2 The 30 June 2022 deferred tax asset and the tax impact related to foreign currency translation reserve balance have been
restated by $38.4 million as an incorrect tax base was used in determining a temporary difference associated with instruments
used in a net investment hedge.
The following amounts have been restated:
2022
$000
Increase/
(Decrease)
$000
2022
Restated
$000
119,211
(38,397)
80,814
(241)
-
(241)
118,970
(38,397)
80,573
172,811
(35,059)
137,752
4,085,454
(35,059)
4,050,395
6,093,359
(35,059)
6,058,300
(113,082)
(25,008)
(138,090)
1,786,818
(10,051)
1,776,767
2,193,035
(35,059)
2,157,976
2,194,465
(35,059)
2,159,406
Statement of Comprehensive Income
Total comprehensive income for the year attributable to:
Members of Computershare Limited
Non-controlling interests
Statement of Financial Position
Non-Current Assets
Deferred tax assets
Total non-current assets
Total assets
Equity
Reserves
Retained earnings
Total parent entity interest
Total equity
113 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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
2023
$000
20221
$000
1,776,767
1,755,361
(243,535)
(206,253)
444,744
227,659
1,977,976
1,776,767
1
The July 2021 retained earnings balance was restated to reflect a correction of an immaterial error impacting prior periods which included the
recognition of an additional share-based payment expense of $13.4 million in retained earnings and associated tax benefit of $3.3 million in
retained earnings. Refer to note 29 Reserves for further information.
Dividends
Ordinary
Final dividend paid during the financial year in respect of the previous year, AUD 30 cents per share unfranked
(2022 – AUD 23 cents per share franked to 60%)
Interim dividend paid in respect of the current financial year, AUD 30 cents per share unfranked
(2022 – AUD 24 cents per share franked to 40%)
122,484
100,934
121,051
105,319
A final dividend in respect of the year ended 30 June 2023 was determined on 15 August 2023 by the directors of the Company
and paid on 18 September 2023. This was an ordinary unfranked dividend of AU 40 cents per share. The dividend was not
determined to be paid until 15 August 2023 and accordingly no provision has been recognised as at 30 June 2023.
Dividend franking account
Franking credits available for subsequent financial years based on a tax rate of 30%
10,265
1,830
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.
114
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 2023 include the following controlled entities:
Place of incorporation
Percentage of shares held
June 2023
%
June 2022
%
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
Computershare Investor Services (Cayman) Limited
Cayman Islands
Computershare International Information Consultancy Services
(Beijing) Company Limited
China
115 | COMPUTERSHARE | ANNUAL REPORT | 2023
(2)
(1)(2)
(1)(2)
(1)(4)
(1)(4)
(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)(4)
(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
100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Name of controlled entity
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 Business Support Services Private 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
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
Place of incorporation
Percentage of shares held
June 2023
%
June 2022
%
Denmark
France
Germany
Germany
Germany
Germany
Germany
Guernsey
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
India
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
South Africa
South Africa
South Africa
South Africa
Spain
Sweden
Switzerland
(1)
(1 )(5)
(1)
(1)
(1)
(1)
(1)(4)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)(3)
(1)
(1)
(1)
(1)
(1)
(1)(4)
(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)x
(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
74
74
74
74
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
100
74
74
74
74
74
74
74
74
100
100
100
116
Name of controlled entity
Computershare Technology Services AG
Equatex AG
Equatex Group Holding AG
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.
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
117 | COMPUTERSHARE | ANNUAL REPORT | 2023
Place of incorporation
Percentage of shares held
June 2023
%
June 2022
%
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
(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)(4)
United States of America
United States of America
(1)
(1)
United States of America
(1),(4)
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)
United States of America
(1)(4)
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
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
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]
Corporate Creations New Mexico Inc.
Corporate Creations Puerto Rico Inc.
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]
Place of incorporation
United States of America
(1)(4)
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)(4)
(1)(4)
(1)
(1)
(1)(4)
(1)(4)
(1)(4)
(1)
(1)
(1)
(1)
(1)
(1)(4)
(1)(4)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
(1)
United States of America
(1)(4)
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
Puerto Rico
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
(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 2023
%
June 2022
%
-
100
100
-
-
100
100
-
-
-
100
100
100
100
100
-
-
100
100
100
100
100
100
100
100
100
-
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
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
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]
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
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)
Percentage of shares held
June 2023
%
June 2022
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
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 These companies became controlled entities during the year ended 30 June 2023.
4 These companies ceased to be controlled entities during the year ended 30 June 2023.
5 Local statutory audits performed by firms other than PricewaterhouseCoopers member firms.
119 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023:
Name
Associates
Expandi Ltd
Reach LawTech Pty Ltd
The Reach Agency Holdings Pty Ltd
Joint ventures
Place of
incorporation
Principal activity
Ownership interest
United Kingdom
Investor Services
Australia
Australia
Investor Services
Investor Services
June
2023
%
25
46.5
46.5
June
2022
%
25
46.5
46.5
Consolidated
carrying amount
June
2023
$000
June
2022
$000
6,757
6,709
-
-
1,587
1,671
Computershare Pan Africa Holdings Ltd Mauritius
Investor Services
60
60
-
-
Total investment in associates and joint ventures
8,344
8,380
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
Share of movement in reserves
Carrying amount at the end of the financial year
Associates and
joint ventures
2023
$000
8,380
295
(565)
234
8,344
2022
$000
9,097
545
(170)
(1,092)
8,380
120
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 2023.
Computershare Limited Closed Group – Statement of financial position
Current assets
Cash and cash equivalents
Receivables
Inventories
Current tax assets
Other current assets
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
121 | COMPUTERSHARE | ANNUAL REPORT | 2023
2023
$000
20222
$000
50,315
95,945
702
-
7,210
6,100
16,394
62,166
537
1,722
5,961
414
160,272
87,194
1,711
-
2,635,051
2,462,351
14,875
24,433
128,261
110,277
653
561
17,581
30,654
57,549
115,096
4,947
1,212
2,915,822
2,689,390
3,076,094
2,776,584
60,226
60,000
6,002
5,410
46
6,558
61,016
44,651
6,485
-
25
5,135
138,242
117,312
350
108,838
28,211
9,886
11,481
282,786
441,552
579,794
111,605
361,190
34,943
15,666
10,884
53,758
588,046
705,358
2,496,300
2,071,226
519,299
519,299
(512,837)
(259,316)
2,489,838
1,811,243
2,496,300
2,071,226
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/(loss) 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
2023
$000
20222
$000
188,890
1,092,557
1,281,447
19,519
200,934
350,853
551,787
20,353
234,554
358,305
50,837
40,219
43,852
43,435
36,748
9,730
369,462
448,218
(20)
221
931,484
124,143
9,354
922,130
32,243
91,900
(224,698)
(11,216)
(89,695)
(199,795)
67,410
3,369
(246,983)
(207,642)
675,147
(115,742)
1,811,243
1,925,5961
922,130
91,900
(243,535)
(206,253)
2,489,838
1,811,243
1
The July 2021 opening retained earnings balance was restated to reflect a correction of an immaterial error impacting prior periods which included the
recognition of an additional share-based payment expense of $2.2 million, as well as associated tax benefit of $0.6 million in retained earnings.
2 The 30 June 2022 deferred tax asset and the tax impact related to FCTR balance have been restated by $38.4 million to reflect updated assumptions
relevant to the comparative period, resulting in a reduction to the income tax relating to components of other comprehensive income. Refer to Note 29
Reserves for further information.
122
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
(b) Guarantees
The parent entity’s financial guarantees have been outlined in note 35.
2023
$000
2022
$000
68,899
52,527
1,462,765
1,208,081
1,531,664
1,260,608
28,022
195,433
223,455
87,747
405,748
493,496
519,299
519,299
2
(29,954)
21,314
2
7,798
27,286
(2,327)
(2,327)
799,875
1,308,209
828,356
790,605
215,054
767,113
45,111
(31,874)
(c) Contingent liabilities
The parent entity did not have any contingent liabilities as at 30 June 2023 or 30 June 2022 other than 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.
123 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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;
› $500.0 million three-year multi-currency Syndicated Facility Agreement executed on 23 September 2022.
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 (2022: $770.0 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 2.6 million (2022: AUD 2.7 million) have been given in respect of facilities provided to Australian subsidiaries.
Bank guarantees of ZAR 6.3 million (2022: ZAR 6.3 million) have been given in respect of facilities provided to South African
subsidiaries.
A performance guarantee of ZAR 32.0 million (2022: 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. 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.
(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 (2022: 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 $33.0 million (2022: $35.3 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.
124
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 10.5%
› 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
(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.
As of 30 June 2023, the Group was servicing approximately $30.5 billion (2022: $46.4 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 2023 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
2023
$000
-
1,918
1,918
2022
$000
2,251
4,288
6,539
125 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
38. SIGNIFICANT EVENTS AFTER YEAR END
On-market buy-back of ordinary shares
On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back
commenced on 4th September 2023 and ends on 3rd September 2024.
The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the
buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of
AUD $750 million.
Acquisition of employee share plan business
On 20 September 2023, the Group signed an agreement to acquire the UK/European employee share plan business of Solium
Capital UK, a member of the Morgan Stanley group, for a cash consideration of $35 million and a contingent consideration of
$2 million. The acquisition is subject to customary closing conditions including regulatory approvals with completion expected to
take place in the second quarter of FY24.
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
Ordinary dividends received during the year in respect of those ordinary shares
Shares in the parent entity
2023
2022
183,639
313,861
(222,155)
(65,304)
2023
$
2022
$
100,324
5,468,767
(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.
126
(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 to other related parties
2023
$
2022
$
201,043
243,587
3,003,847
4,020,354
84,355
97,049
45,895
8,515
-
-
These transactions were undertaken on commercial terms and conditions.
(d) Other
Joseph Velli, who is a director of Computershare Limited, is also a director of Cognizant Technology Solutions Corporation, which
supplies IT and business outsource services to the consolidated entity. The Group has considered this relationship and concluded
that it does not have any impact on his capacity to bring an independent judgement to bear on issues before the Computershare
Board. Cognizant Technology Solutions Corporation is not a related party of the Group.
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
2023
$
2022
$
6,388,386
6,489,840
20,706
78,201
158,255
119,497
3,330,943
3,721,036
27,441
41,081
9,925,731
10,449,655
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.
127 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
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.
Restricted Equity Share Plan
The Group has introduced a restricted equity plan as part of fixed pay for senior executives excluding the CEO, CFO and COO. Under
the plan, a small portion of fixed remuneration (10%) is provided as restricted shares that will vest after three years based on
continued service. Shares in Computershare Limited are provided to selected employees for retention 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)1
Ordinary shares
2023
2022
11,619,817
12,223,037
4,192,158
2,633,016
(922,523)
242,190
(123,215)
(224,227)
(3,106,853) (3,254,199)
11,659,384
11,619,817
51,960
38,243
1 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 $23.63.
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 & FY2023 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.
128
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
25 Nov 2019
Sep 2022
27 Nov 2020
Sep 2023
29 Nov 2021
Sep 2024
28 Nov 2022
Sep 2025
Total
Share appreciation rights
$0.00
$0.00
$0.00
$0.00
688,136
396,750
699,880
-
-
-
-
506,929
(344,064)
(344,072)
-
-
-
-
(6,356)
390,394
(32,781)
667,099
-
506,929
1,784,766
506,929
(344,064)
(383,209)
1,564,422
27 Nov 2020
Sep 2023
$0.00
1,404,204
Total
1,404,204
-
-
-
-
(22,494)
1,381,710
(22,494)
1,381,710
The fair value of performance rights granted under the 2023 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)
2023 Plan TSR
2023 Plan EPS Ex MI
2023 Plan ROIC
28 November 2022
28 November 2022
28 November 2022
1 July 2022
30 June 2025
1 July 2022
30 June 2025
1 July 2022
30 June 2025
AUD 27.68
AUD 19.01
AUD 0.00
33.41%
2.76 years
1.951%
3.178%
AUD 27.68
AUD 26.23
AUD 0.00
33.41%
2.76 years
1.951%
3.178%
AUD 27.68
AUD 26.23
AUD 0.00
33.41%
2.76 years
1.951%
3.178%
i)
To calculate fair value, a Monte Carlo simulation was used to estimate the likelihood of achieving the relative TSR hurdles and share appreciation hurdle.
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)
2023
$000
3,684
31,505
49,342
2022
$000
4,941
21,309
48,969
129 | COMPUTERSHARE | ANNUAL REPORT | 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 42. REMUNERATION OF AUDITORS
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
Regulatory assurance and other required engagements by local regulations
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Other assurance related services
- PricewaterhouseCoopers Australia
- Network firms of PricewaterhouseCoopers Australia
Other non-assurance services:
Taxation compliance services
- Network firms of PricewaterhouseCoopers Australia
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
Total
2023
$000
2022
$000
1,500
4,364
5,864
40
2,993
3,033
440
2,482
2,922
-
22
22
188
188
1,347
3,961
5,308
37
2,662
2,699
357
2,149
2,506
125
50
175
231
231
21
173
12,050
11,092
Assurance services consist of services traditionally performed by the independent external auditor of the Group. While in addition to their statutory audit
role, these services are consistent with the role of the external auditor and include other assurance services such as regulatory assurance services related
to services provided by the external auditor to comply with local laws and regulations, and reports required by Computershare’s clients’ financial statement
(statutory) auditors who rely on these reports.
It is Computershare’s policy to engage PricewaterhouseCoopers Australia or any of its related network firms on assignments additional to the statutory
audit duties, only if its independence is not impaired or seen to be impaired, and where its expertise and experience with Computershare is important. The
Risk and Audit Committee has considered the non-audit services provided by PricewaterhouseCoopers Australia and its related network firms as required
to comply with Securities and Exchange Commission (SEC) and International Ethics Standards Board for Accountants (IESBA) requirements in relation
to non-audit services and is satisfied that the services and level of fees are compatible with maintaining auditors’ independence. All such services are
approved in accordance with pre-approved policies and procedures.
130
REPORTS
DIRECTORS’ DECLARATION
In the directors’ opinion:
(a) the financial statements and notes set out on pages 67 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 2023 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.
PJ Reynolds
Chairman
29 September 2023
SJ Irving
Director
131 | COMPUTERSHARE | ANNUAL REPORT | 2023
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 2023 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 2023:
(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 2023 and of their performance for the
financial year ended on that date.
SJ Irving
Chief Executive Officer
29 September 2023
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 2023 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 2023
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
133 | COMPUTERSHARE | ANNUAL REPORT | 2023
Liability limited by a scheme approved under Professional Standards Legislation.
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.
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 US $32.5 million, which
represents approximately 5% of the Group’s adjusted profit before tax, excluding certain
non-recurring items (“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 certain
non-recurring items including impairment of assets, gains/losses on disposals and a contingent
consideration remeasurement, 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 three
geographical locations – Australia, United States of America and United Kingdom. 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, the United States of America and the United
Kingdom due to their financial significance to the Group.
134
- We performed specified risk focused procedures on certain account balances for other
entities in Australia, the United States of America, the United Kingdom, Canada and
Switzerland.
- We carried out further procedures at the Group level, including procedures over
consolidation and preparation of the consolidated 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 with component teams, written instructions,
review of component auditor workpapers and holding meetings with component audit teams in
Australia, the United States of America, the United Kingdom, Canada 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
Impairment assessment of goodwill
(Refer to note 11 of the financial statements)
The Group has a goodwill balance of US$1,913
million at 30 June 2023 (30 June 2022:
US$1,984 million), representing approximately
31% (30 June 2022: 33%) 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 and
determined a Value in Use (VIU) methodology
using discounted cash flow models (models) for
each operating segment, which is comprised of
groups of CGUs, or CGUs separately identified
for impairment testing.
During the year, the Group recognised an
impairment charge of US$10 million for the
Childcare Voucher Services cash generating
unit (CGU).
How our audit addressed the key audit
matter
To evaluate the Group’s assessment of the
recoverable amounts of the CGUs, we
performed a number of procedures, including
the following:
● Assessed whether the identification and
division of the Group’s goodwill into
CGUs, was consistent with our
knowledge of the Group’s operations
and internal management reporting;
● Assessed whether the carrying value of
each CGU included all assets, liabilities
and cash flows directly attributable to
the CGU and a reasonable allocation of
corporate overheads; and
● Evaluated whether the methods applied
in calculating and allocating carrying
value and VIU 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:
● Assessed the mathematical accuracy of
the models’ calculations, on a sample
basis;
135 | COMPUTERSHARE | ANNUAL REPORT | 2023
INDEPENDENT AUDITOR’S REPORT Key audit matter
How our audit addressed the key audit
matter
The carrying value of goodwill is contingent on
future cash flows and there is a risk if these
cash flows do not meet the Group’s
expectations that the assets may be impaired.
The models prepared by the Group contained a
number of significant judgements and estimates
(assumptions) including:
● Discount rates;
● Five year cash flow projections (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); and
● Earnings growth rates applied beyond
the short-term cash flow forecasts
(terminal growth rates).
Given the level of judgement and the
significance of the balance to the consolidated
statement of financial position, the impairment
assessment of goodwill was considered to be a
key audit matter.
● Compared cash flow forecasts to Board
approved business plans;
● Compared previous cash flow forecasts
to actual results to assess the historical
accuracy of forecasting;
● With the support of our valuation
experts, we assessed the
appropriateness of discount rates, for a
sample of CGUs, by comparing these to
relevant external data;
● Tested, on a sample basis, whether
cash flow forecasts and terminal growth
rates used are consistent with our
knowledge of current business
conditions, externally derived data
(where possible) and our understanding
of the business; and
● For each grouping of CGUs, assessed
the Group’s sensitivity analysis which
included the Group’s assessment of
reasonably possible changes to key
assumptions.
We also considered the reasonableness of the
Group’s financial report disclosures made in
note 11 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)
We performed the following procedures,
amongst others, over the Group’s assessment
of the useful life of MSRs:
The Group held MSRs, net of accumulated
amortisation, of US$568 million at 30 June 2023
(30 June 2022: US$629 million), representing
approximately 9% (30 June 2022: 10%) 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.
● Assessed significant assumptions as at
30 June 2023 and any changes to
significant assumptions since the
Group’s most recent assessment (as at
1 July 2022) by reference to externally
derived data (where possible);
● Assessed the appropriateness of
management’s change in useful life for
the interest-sensitive component at 1
January 2023 from eight to nine years;
Amortisation of MSRs is calculated using the
straight-line method over their estimated useful
lives of nine years for the interest-sensitive and
non-interest sensitive components of the
● Evaluated whether the methods applied
in determining the useful lives of MSRs
were in line with the requirements of
Australian Accounting Standards;
136
Key audit matter
How our audit addressed the key audit
matter
portfolio. Prior to 1 January 2023, the useful life
of interest-sensitive rights was eight years.
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.
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.
● With the support of our valuation
experts, assessed the Group’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; and
● 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 made in
note 10 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 2023, 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 through our opinion on the financial report. We
have issued a separate opinion on the remuneration 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.
137 | COMPUTERSHARE | ANNUAL REPORT | 2023
INDEPENDENT AUDITOR’S REPORT 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/admin/file/content102/c3/ar1_2020.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 43 to 64 of the directors’ report for the
year ended 30 June 2023.
In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2023
complies with section 300A of the Corporations Act 2001.
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
29 September 2023
138
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
State Street Corporation
BlackRock Group
Christopher John Morris
Vanguard Group
Number of
ordinary shares
Fully paid
percentage
65,885,368
37,166,419
36,491,751
32,091,083
30,873,590
10.91%
6.16%
6.04%
5.32%
5.11%
Class of shares and voting rights
At 18 September 2023 there were 39,180 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 18 September 2023
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
23,797
12,225
1,869
1,189
100
39,180
There were 671 shareholders holding less than a marketable parcel of 20 ordinary shares as at 18 September 2023.
Twenty Largest Shareholders of ordinary shares as at 18 September 2023
Ordinary shares
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
BNP Paribas Noms Pty Ltd
BNP Paribas Nominees Pty Ltd ACF Clearstream
Computershare Clearing Pty Ltd
Invia Custodian Pty Limited
Welas Pty Ltd
Citicorp Nominees Pty Limited
Finico Pty Ltd
Argo Investments Limited
HSBC Custody Nominees (Australia) Limited
Australian Foundation Investment Company Limited
BNP Paribas Nominees Pty Ltd
Netwealth Investments Limited
BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd
Ms Michele Jean O'Halloran
Fraser Island Pty Ltd
UBS Nominees Pty Ltd
Total
139 | COMPUTERSHARE | ANNUAL REPORT | 2023
Number
173,348,348
135,073,767
80,252,295
17,314,926
14,519,032
10,494,534
10,376,309
9,901,402
9,500,000
8,695,798
7,257,557
5,458,117
3,862,849
3,630,000
3,030,617
2,959,171
2,876,575
2,573,638
2,558,093
1,804,192
%
28.71
22.37
13.29
2.87
2.40
1.74
1.72
1.64
1.57
1.44
1.20
0.90
0.64
0.60
0.50
0.49
0.48
0.43
0.42
0.30
505,487,220
83.73
CORPORATE DIRECTORY
DIRECTORS
Paul Joseph Reynolds
(Chairman)
Stuart James Irving
(President and Chief Executive Officer)
Abigail Pip Cleland
Tiffany Lee Fuller
Lisa Mary Gay
John Nendick
Joseph Mark Velli
COMPANY SECRETARY
Dominic Matthew Horsley
REGISTERED OFFICE
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Telephone +61 3 9415 5000
Facsimile +61 3 9476 2500
STOCK EXCHANGE LISTING
Australian Securities Exchange
AUDITORS
PricewaterhouseCoopers
2 Riverside Quay
Southbank VIC 3006
SHARE REGISTRY
Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
PO BOX 103
Abbotsford VIC 3067
Telephone
Facsimile
1300 307 613 (within Australia)
+ 61 3 9415 4222
+ 61 3 9473 2500
INVESTOR RELATIONS
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
Telephone +61 3 9415 5000
Facsimile +61 3 9476 2500
Email
investor.relations@computershare.com.au
Website
www.computershare.com
140
NOTES
141 | COMPUTERSHARE | ANNUAL REPORT | 2023
Computershare Limited
ABN 71 005 485 825
COMPUTERSHARE
HEAD OFFICE
The Annual Report
is available online at
www.computershare.com
Yarra Falls
452 Johnston Street
Abbotsford Victoria 3067
Australia
Telephone: +61 3 9415 5000
Facsimile: +61 3 9473 2500