ANNUAL REPORT 2024
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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:
Computershare Limited
Yarra Falls 452 Johnston Street,
Abbotsford Victoria 3067 Australia
The financial report was authorised for issue
by the directors on 23 September 2024.
The company has the power to amend and reissue
the financial report.
Our Annual Report cover celebrates the 30th anniversary of
Computershare listing on the Australian Securities Exchange (ASX) in 1994.
You can learn more about this milestone and how we celebrated it on page 20.
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 66 to 131).
CONTENTS
OVERVIEW
Financial calendar
3
Financial highlights
4
Chairman’s report
5
CEO’s report
7
Computershare at a glance
9
Key Financial Metrics
11
Issuer Services
13
Computershare Corporate Trust
14
Employee Share Plans
15
Environment | Social | Governance
16
Group Operating Overview
21
Business strategies and prospects
23
Corporate Governance Statement
26
GOVERNANCE
The Directors
29
Directors’ Report
42
Remuneration Report
45
Auditor’s Independence Declaration
65
FINANCIALS
Consolidated Statement of Comprehensive Income
66
Consolidated Statement of Financial Position
67
Consolidated Statement of Changes in Equity
68
Consolidated Cash Flow Statement
69
Notes to the Consolidated Financial Statements
70
REPORTS
Consolidated entity disclosure statement
132
Directors’ Declaration
137
Declaration to the Board of Directors
138
Independent Auditor’s Report
139
FURTHER INFORMATION
Shareholder information
145
Corporate directory
147
FINANCIAL
CALENDAR
2024
2025
21 August
Record date for final dividend
11 February
Announcement of financial results for the
half year ending 31 December 2024
16 September
Final dividend paid
14 November
The Annual General Meeting of
Computershare Limited
ABN 71 005 485 825
10.00am hybrid meeting
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COMPUTERSHARE
ANNUAL REPORT 2024
4
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
OVERVIEW
FY24
FY23
% CHANGE
STATUTORY RESULTS
Total Revenue
3,297.8 million
3,200.8 million
3.0%
Net profit after non-controlling interests (NCI)
352.6 million
444.7 million
-20.7%
Statutory earnings per share
58.90 cents
73.67 cents
-20.0%
MANAGEMENT ADJUSTED RESULTS
Management EBITDA (Earnings before interest, tax,
depreciation, and amortisation)
1,287.3 million
1,216.3 million
5.8%
Management EBIT (Earnings before interest and tax)
1,148.8 million
1,032.5 million
11.3%
Management net profit after NCI
708.4 million
652.1 million
8.6%
Management earnings per share (EPS)
118.33 cents
108.01 cents
9.6%
Management earnings per share (in constant currency)
117.63 cents
108.01 cents
8.9%
BALANCE SHEET
Total assets
5,118.6 million
6,146.4 million
-16.7%
Total shareholders’ equity
1,948.6 million
2,141.0 million
-9.0%
PERFORMANCE INDICATORS
Free cash flow (excluding US MS advances)
612.3 million
511.1 million
19.8%
Net debt to management EBITDA (excluding non-recourse debt)*
0.36 times
0.85 times
Down 0.49 times
Return on equity*
34.7%
30.1%
Up 460bps
Staff numbers
12,359
14,081
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 Management NPAT/average of
opening and closing equity.
Where constant currency (CC) references are used in this report, constant currency equals FY24 results translated to USD
at FY23 average exchange rates. FY24 Management earnings per share of 117.63 cps assumes weighted average number of
shares (WANOS) of 598,649,609. FY23 Management earnings per share of 108.01 cps assumes WANOS of 603,729,336.
FINANCIAL
HIGHLIGHTS
5
YEAR IN REVIEW
Computershare delivered strong financial results and finished FY24 as a
significantly more resilient business with the right foundations for the future.
This is a direct result of good operational progress and management’s delivery
of a series of complex technical programmes, disposals and acquisitions in
pursuit of our strategy to simplify and build around the core businesses of
Issuer Services, Employee Share Plans and Corporate Trust.
Highlights included completion of the immense technical integration of Wells
Fargo Corporate Trust, acquired in 2021, and growing it further with the purchase
of BNY’s Canada Corporate Trust business (which should complete later in FY25).
After waiting patiently for the right market conditions we also completed the sale
of our US Mortgage Services business to Rithm Capital in May, so concluding our
key simplification goal.
Computershare’s strong financial position has enabled us to execute disciplined
investments in our businesses, whether that be in Employee Share Plans, where
we made further strides in transferring clients to the feature-rich EquatePlus
platform and completed the strategic acquisition of the Solium Capital UK
business in December, or further digitisation investments, particularly in Issuer
Services, to drive growth, innovation and efficiency.
1
Management EPS is inclusive of FY24 share buybacks. Guidance of around 116cps excluded share buybacks. On this basis, FY24 Management EPS was
116.7 cps vs. 108.0 in FY23, up 8.0%.
2 Unfranked; Total dividend per share for FY24 is AUD 82 cps; Compared to FY23 final and FY24 interim dividend per share of AUD 40 cents per share (cps).
CHAIRMAN’S
REPORT
Paul Reynolds | Chairman
MANAGEMENT REVENUE
MANAGEMENT
EPS1
MARGIN
INCOME (MI)
$3.3bn
UP 2.1%
117.6 cps
UP 8.9%
$832.1m
UP 7.3%
RETURN ON INVESTED
CAPITAL (ROIC)
MANAGEMENT
EBIT EX. MI
FINAL DIVIDEND
PER SHARE (AUD)
30.2%
UP 753bps
$310.9m
UP 20.9%
42 cps2
UP 5.0%2
On behalf of
the Board of
Directors, I am
pleased to present
Computershare’s
Annual Report
for FY24.
6
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
6
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
STRONG RESULTS
These efforts bore fruit in the financial results. Management Earnings Per Share (EPS) – an important measure of our
profitability – was up over 8%, slightly ahead of guidance, achieved by driving earnings across our integrated businesses with
high quality core fees, more cyclical event-revenue, transaction revenues and margin income.
We achieved this growth despite some challenging conditions in global markets. A continued high interest-rate environment
did help deliver an increase in margin income, but also impacted new deal volumes and the number of corporate actions
we managed.
Encouragingly, as market sentiment improved in the second half of the year, US structured debt volumes started to improve,
and our US Corporate Trust book returned to overall growth
Employee Share Plans delivered a particularly impressive performance, as a result of good sales and client retention
combined with increased trading activity; and Issuer Services produced over 10% revenue growth. Good, focused, cost
management helped us in delivering operating leverage and margin expansion.
The professionalism and continued commitment of more than 12,000 Computershare employees across the globe to
put clients and customers at the forefront of everything we do is evident in these outcomes. Their efforts have put
Computershare in a good position to achieve ongoing growth in our three, capital light, core businesses of Issuer Services,
Corporate Trust and Employee Share Plans.
FLEXIBILITY TO INVEST AND REWARD SHAREHOLDERS
2024 marks 30 years since Computershare listed on the Australian Securities Exchange (ASX) – so it’s particularly special that
we’re continuing our tradition of delivering strong returns for shareholders this year.
These returns support a strengthening balance sheet that provides us with meaningful flexibility looking ahead. We more than
halved our net debt in FY24 following the sale of the US Mortgage Services business.
The Board is careful to balance investment for long-term strength with providing returns to shareholders. We’re around
halfway through our AU$750m share buyback program and have renewed it for another 12 months. In FY24, we were pleased
to deliver a total dividend of 82 Australian cents per share, an increase of 17.1% on last year.
BUILDING ON OUR POSITIVE IMPACT
Computershare has strengthened its focus on having a positive impact on the environment, our people, and communities
through our Environment, Social and Governance (ESG) work. This is ever more disciplined and core to how we do business
and I am pleased to report we are already implementing changes necessary to meet the forthcoming Australian sustainability
disclosure standards.
You can read more about our initiatives on pages 16 to 18 and we’ll provide more details in our third annual ESG Report, which
will be released in October.
ENTERING FY25 WITH A POSITIVE OUTLOOK
We expect FY25 to be another year of positive earnings growth. Although our plans anticipate lower interest rates globally
and therefore lower margin income, we anticipate this should be more than offset by other profit drivers. We expect the
counter-benefits of a lower rate environment such as improved client balances and event revenues and lower interest
expense, combined with new cost control initiatives and the impact of recent acquisitions and productivity investments,
to underpin the momentum in our core businesses and deliver growth. Specifically, we are guiding that in FY25 we expect
Management Earnings Per Share (EPS) to rise by around 7.5% to 126 cents per share.
The Board would like to thank shareholders for their support and to thank CEO Stuart Irving and Computershare’s
dedicated team for their work delivering positive outcomes for customers and shareholders over the past year.
Paul Reynolds
Chairman
All references to Management Results and guidance 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 FY24 Results Market Presentation available at www.asx.com.au.
7
It’s been another
impressive year for
Computershare.
We’ve made
significant progress
on our strategy
and have delivered
strong results.
Management revenue was up 2.1% to $3.3bn. Management EBIT ex. MI was
up 21% and margin income was 7.3% higher at $832m.
As the year unfolded, we saw the start of recovery in some of our more
economically sensitive event and transaction activities, as well as ongoing growth
in our high-quality recurring fee revenues. With improving client balances through
the second half and delays to anticipated rate cuts, we also generated more
margin income. Management earnings in the second half of the year were up over
14.7% compared to the first half results.
STRONG CORE BUSINESSES
Our focus on our three core businesses – Issuer Services, Corporate Trust and
Employee Share Plans – is paying off.
Revenues were up in our Issuer Services business, with all revenue lines
improving – including Register Maintenance, Corporate Actions and Governance
Services.
Our Employee Share Plans business is performing strongly, with companies
increasingly using equity to attract, retain and reward their employees. Client
paid core fees and transaction fees both rose, and our volume of assets under
administration remains high.
Our Corporate Trust headline revenues declined modestly due to a range of
factors, including higher interest rates affecting the volume and mix of new
deals, mainly in the first half. Encouragingly though, this improved in the second
half and we finished the year with an increase in Corporate Trust client balances
compared to the prior year. We see scope for further recovery in FY25.
CEO’S
REPORT
Stuart Irving | CEO
FY23
FY24
@ CC
Var
Issuer Services
1,090.4
1,209.7
10.9%
Corporate Trust
957.9
938.6
-2.0%
Employee Share Plans
346.7
440.3
27.0%
200
400
600
800
1,000
1,200
1,400
Issuer
Services
Corporate
Trust
Employee
Share Plans
USD M
FY23
FY24 @ CC
REVENUE
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COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
8
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
DELIVERING ON KEY STRATEGIES
As the Chairman mentioned, we also made good progress focusing the group on our key businesses and disposing of assets
that we decided are better owned by others. The sale of US Mortgage Services and KCC will help us focus on our core
businesses, reduce debt and improve returns. Excluding the assets we sold, return on invested capital (ROIC) would have been
over 35% for the year.
We have also put plans in place to protect Computershare from lower interest rates. We have hedged over $1.5bn of margin
income with the majority of this to be paid to us over the next five years.
INNOVATING THROUGH TECHNOLOGY
We are excited to build on our long history of innovation by investing in technology. We have multiple technology projects
running across the group to help build on the customer experience we provide and improve the efficiency of our processes.
New technologies coming online in FY25 and FY26 will replace many of our existing customer-facing products within
Issuer Services. We’ve also rolled out products to continue improving the operational services we provide to our clients and
their customers.
Given my history in Computershare’s technology team, you can imagine how enthused I am about these projects, which will
help further enhance Computershare’s client and customer offering.
SUPPORTING OUR TEAM
The 30th anniversary of our listing on the ASX in 1994 was an important reminder of how far Computershare has come.
Over the past three decades we’ve grown a team of about 50 people in Melbourne to more than 12,000 employees around
the world.
Amid this growth, our team has remained committed to driving Computershare’s success by delivering certainty, ingenuity
and advantage to our clients and our Purple culture has been maintained.
We support our team to thrive at work and beyond by nurturing a company culture that empowers people to be themselves,
build strong connections, maintain good health and continue developing their skills and experience.
THE YEAR AHEAD
We are well placed to deliver another year of positive earnings improvement in FY25, thanks to our business growth,
investments in technology, lower interest costs and efforts to limit costs generally. With our strong core businesses, balance
sheet and cash flow we will continue to be able to invest in our core businesses and reward shareholders.
Thank you to our shareholders for your ongoing support over the past year, along with every member of the
Computershare team and our Board.
Stuart Irving
CEO and President
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 FY24 Results Market Presentation available at www.asx.com.au.
9
COMPUTERSHARE
AT A GLANCE
Barcelona
Paris
Manila
Rotterdam
Warsaw
London
Skipton
CopenhagenOslo
Dublin
Bristol
Jersey
Madrid
Turin
Edinburgh
Johannesburg
Beijing
Hong Kong
Melbourne
Adelaide
Perth
Monaghan
Munich
Zurich
Olten
Rome
Doxford
Hyderabad
Bengaluru
COMPUTERSHARE
ANNUAL REPORT 2024
10
OVERVIEW
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
Jersey City
New York
Boston
Montreal
Toronto
Maroochydore
Brisbane
Auckland
Calgary
Vancouver
Sydney
Louisville
Chicago
Minneapolis
Columbia
1111
646.4
628.2
720.2
1,216.3
1,287.3
20
21
22
23
24
USD M
55.57
50.71
57.95
108.01
118.33
20
21
22
23
24
CENTS
42.55
33.77
37.71
73.67
58.90
20
21
22
23
24
CENTS
608.8
306.6
494.5
601.0
729.0
20
21
22
23
24
USD M
46
46
54
70
82
20
21
22
23
24
AUD CENTS
20
21
22
23
24
USD M
594.4
375.4
438.4
623.7
731.1
20
21
22
23
24
TIMES
1.93
1.07
1.64
0.85
0.36
KEY FINANCIAL
METRICS
2,281.2
2,322.8
2,597.4
3,215.9
3,309.5
20
21
22
23
24
USD M
MANAGEMENT
REVENUE
MANAGEMENT EPS
CASH FLOW
FROM
OPERATIONS
NET OPERATING
CASH FLOW
EXCLUDING
SLS ADVANCES
MANAGEMENT
EBITDA
STATUTORY EPS
DIVIDEND
PER SHARE
NET DEBT TO
EBITDA RATIO
EXCLUDING
NON‑RECOURSE
SLS ADVANCE
DEBT
12
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
12
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
37% Issuer Services
28% Corporate Trust
14%
Employee Share Plans & Voucher Services
15%
Mortgage Services & Property Rental Services
< 1% Business Services
6%
Communication Services & Utilities
< 1% Technology Services & Operations
REVENUE BY
PRODUCT
EBITDA BY
PRODUCT
REVENUE
BY REGION
61%
United States
19%
United Kingdom, Channel Islands and Africa
7%
Canada
6%
Australia and New Zealand
4%
Asia
3%
Continental Europe
EBITDA
BY REGION
45% United States
44% United Kingdom, Channel Islands and Africa
7%
Canada
1%
Australia and New Zealand
2%
Asia
1%
Continental Europe
35% Issuer Services
38% Corporate Trust
15%
Employee Share Plans & Voucher Services
10%
Mortgage Services & Property Rental Services
< 1% Business Services
2%
Communication Services & Utilities
< 1% Technology Services & Operations
13
13
All references to Management Results are in constant currency unless otherwise stated.
ISSUER
SERVICES
MANAGEMENT
EBIT
$448.6m
UP 17.3%
MARGIN
37.1%
UP 200bps
REVENUE BREAKDOWN
FY24 CC
FY23 ACTUAL
CC VARIANCE
Register Maintenance
$672.8
$661.5
+1.7%
Corporate Actions
$106.4
$86.2
+23.4%
Stakeholder Relationship Management
$71.3
$53.0
+34.5%
Governance Services
$108.8
$91.3
+19.2%
Margin Income
$250.4
$198.4
+26.2%
Total revenue
$1,209.7
$1,090.4
+10.9%
Mgmt EBITDA
$451.4
$385.3
+17.2%
Mgmt EBITDA margin
37.3%
35.3%
Up 200bps
36.5
37.9
38.1
38.4
37.5
36.7
FY19
FY20
FY21
FY22
FY23
FY24
83.0
79.5
81.2
97.1
76.3
96.0
10.7
19.2
54.4
14.0
10.0
10.4
20.0
40.0
60.0
80.0
100.0
120.0
FY19
FY20
FY21
FY22
FY23
FY24 @ CC
Corp. Actions ex HK
Corp. Actions HK
112.4
78.7
44.2
48.4
198.4
250.4
355.3
341.0
408.6
376.1
340.7
405.1
FY19
FY20
FY21
FY22
FY23
FY24 @ CC
480.2
475.0
546.5
555.0
551.2
554.2
Core fee revenue
Event and Transactional fee revenue
Margin income
ISSUER SERVICES REVENUE ($M)
GLOBAL MANAGED SHAREHOLDER ACCOUNTS (M)
CORPORATE ACTIONS REVENUE ($M)
+0.5%
+18.9%
+26.2%
+10.9% vs. PCP
Fiona Chalmers
CEO, Issuer Services
Growth across all segments
14
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
14
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
COMPUTERSHARE
CORPORATE TRUST
All references to Management Results are in constant currency unless otherwise stated
Frank Madonna
CEO, Computershare
Corporate Trust
Low debt issuance impacts results, recovery underway
MANAGEMENT
EBIT
$481.4m
DOWN 7.8%
MARGIN
51.3%
DOWN 320bps
REVENUE BREAKDOWN
FY24 CC
FY23 ACTUAL
CC VARIANCE
Trust Fee and other revenue
$468.4
$484.9
-3.4%
MMF Fee Revenue
$49.2
$44.6
+10.3%
Margin Income
$420.9
$428.3
-1.7%
Total revenue
$938.6
$957.9
-2.0%
Mgmt EBITDA
$496.6
$532.4
-6.7%
Mgmt EBITDA margin
52.9%
55.6%
Down 270bps
2H24
1H24
MUM – Conv.
Debt & Agency
MUM –
Structured Products
Mandates Won –
Conv. Debt & Agency
Mandates Won –
Structured Products
12,122
12,154
9,368
9,070
383
376
548
604
>
5% improvement in mandates won
2H v. 1H; 10% increase in Structured
Products mandates won
>
Structured Products total Mandates
Under Management marginally up
2H v. 1H; run‑off replaced
MANDATES UNDER MANAGEMENT (MUM) VS. MANDATES WON
10
17
30
7
16
29
52
72
80
0
50
100
8 Mths FY22
FY23
FY24
FY25
FY26
FY27
Actual
Planned
300.8
110.7
411.5
684.8
273.0
957.9
703.3
235.3
938.6
FY22
FY23
FY24 @ CC
Structured Products
Conventional Debt and Agency
CCT COST SYNERGY PLAN – CUMULATIVE BENEFITS ($M)
TOTAL REVENUE BREAKDOWN ($M)
REMIC trustee business exited on 30 June 2023, FY23 revenue of $28.0m.
Refer to slide 30 for definition of structured products and conventional debt
and agency.
$80m of synergy benefits targeted by end of FY27. $29.7m of cumulative
benefits achieved at the end of FY24.
Forecast execution expenses of c. $230m to transition (Spend to date
$195.3m), integrate and transform the business, incurred over the first five
years of ownership.
15
15
All references to Management Results are in constant currency unless otherwise stated.
EMPLOYEE
SHARE PLANS
Francis Catterall
CEO, Employee Share Plans
Higher transaction volumes and growth in core fees
MANAGEMENT
EBIT
$170.3m
UP 75.2%
MARGIN
38.7%
UP 1060bps
REVENUE BREAKDOWN
FY24 CC
FY23 ACTUAL
CC VARIANCE
Fee
$160.9
$147.3
9.2%
Transactional
$211.1
$155.5
35.7%
Other
$17.5
$14.9
17.5%
Margin Income
$50.8
$28.9
75.8%
Total revenue
$440.3
$346.7
27.0%
Mgmt EBITDA
$175.3
$102.2
71.6%
Mgmt EBITDA margin
39.8%
29.5%
Up 1030bps
ASSETS UNDER ADMINISTRATION
CORE FEES ($M)
TRANSACTIONAL REVENUE ($M)
*Acquired Solium Capital UK on 1st December 2023. Contributed $24.9m revenue and $10.8m EBITDA in FY24.
FY19
FY20
FY21
FY22
FY23
FY24 @ CC
128.2
128.9
159.9
159.5
155.5
211.1
+10.5%
CAGR
145.1
149.9
156.9
164.4
162.2
178.4
FY19
FY20
FY21
FY22
FY23
FY24 @ CC
+4.2%
CAGR
143.3
159.2
227.5
225.7
207.7
233.8
20.6
21.9
25.7
27.5
27.5
27.4
5.0
10.0
15.0
20.0
25.0
30.0
35.0
50.0
100.0
150.0
200.0
250.0
300.0
350.0
FY19
FY20
FY21
FY22
FY23
FY24
Shares / Options / Units (bn)
AuA ($bn)
Units (bn)
AuA (bn)
16
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
16
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
ESG STRATEGY
Our ESG strategy is aimed at
further embedding key building
blocks across our global business
to support our ESG journey going
forward. These building blocks are
structured around five focus areas
considered to be material to our
business and stakeholders.
PEOPLE
Further embed ESG
management and
commitment principles
across our people processes
to enhance employee
engagement
DATA
Improve the collection,
reporting and accuracy of
ESG data and systems to act
as an enabler to drive ESG
improvements
PROCESSES
Ensure ESG principles and
requirements are embedded
into policies and procedures
ENVIRONMENT
Increase and improve
Computershare’s activities
and commitments in relation
to achieving a sustainable
planet
VALUE-CHAIN
Integrate ESG into customer
and supplier channels to
improve awareness and
develop Computershare’s
scope of influence
ENVIRONMENT |
SOCIAL | GOVERNANCE
Computershare aspires to effect positive change related to key Environment, Social and Governance (ESG) matters. The Board
and Global Management team recognise the importance of ESG practices as part of their responsibility to shareholders, clients,
employees, and the communities in which Computershare operates.
We are pleased to present an overview of our ESG progress in FY24. We will provide a detailed report on material ESG topics and
issues, as well as Computershare’s alignment to climate-related disclosures and frameworks, through our annual ESG Report
which will be released in October 2024.
FY24 ESG STRATEGY PROGRESS:
People
>
Re-established regional sustainability
champion network.
>
Further developed data security
awareness program to focus on
behaviour and culture change.
We now have a global network of ~100
cybersecurity champions.
Processes
>
Working to develop and implement
an ESG Data and Reporting protocol
aimed at supporting future disclosure
requirements.
>
Updated Computershare’s Enterprise
Risk Management (ERM) framework to
include climate risks within the Group’s
risk library.
Data
>
Implemented further Information
Security improvements over the last two
years, including data leakage protection
tools and investment in advanced
identity protection capability.
>
Completed gap assessment of Australian
sustainability reporting disclosure
standards. We have established
an ongoing plan to implement
recommendations in advance of the
FY26 mandatory reporting requirements.
>
Improved ESG data in relation to supplier
carbon footprint and facilities.
Environment
>
Continued to progress our five-year
decarbonisation plan during FY24, with
our Net Zero and near-term targets now
validated and approved by the Science
Based Targets Institute (SBTi) and
published on their website.
>
Attained EcoVadis Bronze Award and
CDP Climate Change rating of B-.
>
Continued to identify and implement
renewable energy options across
Computershare sites.
Value-Chain
>
Developed targeted ESG marketing
material to support ongoing engagement
with clients and customers.
>
Continued to rollout and implement
Computershare’s Supplier Code
of Conduct.
17
17
OUR CARBON FOOTPRINT
Computershare measures our corporate carbon footprint annually, including all relevant Scope 1, Scope 2 and Scope 3
categories without any exclusions. We work with an external adviser to support our carbon footprint calculation and the
implementation of our overall Net Zero program (including our five-year decarbonisation plan).
FY24 Carbon Footprint:
EMISSION SOURCE
Previous Base
Year Emissions1
[t CO2e]
Recalculated Base Year
Emissions (in FY24)2
[t CO2e]
FY24
Emissions
[t CO2e]
Share
[%]
Change
[t CO2e]
Change
[%]
Scope 1
2,298
2,791
3,344
4.5
553
19.8
Heat (self-generated)
2,024
2,519
2,429
3.3
-90
-3.6
Vehicles
45
45
166
0.4
121
268.7
Cooling agents/refrigerants
197
197
457
0.2
261
132.7
Generators
32
30
291
0.6
262
877.9
Scope 2
18,612
8,065
384
0.5
-7,658
-94.9
Electricity and electric vehicles (EVs)
18,612
8,065
17
0.1
-8,048
-99.8
District heating
0
0
367
0.5
367
-
Scope 3
91,589
67,306
70,042
95.0
2,736
3.5
Purchased goods and services
59,667
35,404
29,412
39.9
-5,991
-16.9
Capital goods
2,947
6,385
7,599
10.3
1,214
19.0
Fuel- and energy-related activities
(not included in Scope 1 or 2)
5,216
1,235
1,276
1.7
41
3.3
Upstream Transportation and Distribution
10,060
9,654
8,557
11.6
-1,097
-11.4
Waste generated in operations
1,277
1,441
1,632
2.2
191
13.3
Business Travel3
630
5,046
6,626
9.0
1,580
31.3
Employee commuting3
9,976
6,827
13,519
18.3
6,692
98.0
End-of-life of Sold Products
55
53
52
0.1
-1
0.0
Investments
1,761
1,261
1,368
1.9
107
0.1
TOTAL
112,499
78,162
73,770
100
-4,369
-5.59
NOTE: Emissions have been reported using The Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition).
1
Our base year is FY21 for Scopes 1 and 2 and FY23 for Scope 3.
2 Our base year emissions were recalculated as part of our FY24 corporate carbon footprint calculation due to the sale of our US Mortgage Services business,
which occurred during the period.
3 Emissions from hotel stays and remote working have been included in the table above - but are optional to include and are not part of the SBTi target setting
boundary for Computershare.
Computershare has continued to decrease its annual emissions against a revised base year during FY24 by 5.6%. This has
primarily been achieved through the continued purchase of renewable energy certificates (Scope 2), a significant improvement
in data quality associated with ‘Purchased Goods and Services’ (Scope 3) through increasing the availability and use of primary
data (i.e. transitioning from using spend-based data to actual supplier carbon data) and improvements implemented in relation
to outbound logistics (Scope 3).
However, our Scope 1 emissions have increased by ~20% in relation to vehicles, cooling agents/refrigerants and generators
due to increased office occupancy following the Covid pandemic and ongoing improvements in data collection processes and
associated data quality. Scope 3 emissions collectively across business travel and employee commuting categories have also
increased by 69.7%, primarily due to a return to normal travel levels after the Covid pandemic and a mandatory return to
office requirement implemented during FY24.
INVESTING IN “BEYOND VALUE-CHAIN” MITIGATION
Computershare also continues to support climate projects beyond our value chain. Key to this is our continued purchase
of verified carbon credits through an external partner. These credits provide funding to climate projects that meet our
due diligence and assurance requirements (e.g. the Verified Carbon Standard (VCS)) and are aligned to the United Nations
Sustainable Development Goals (SDGs). Further information will be provided in our 2024 ESG Report.
ENVIRONMENT
The environment is a core focus across Computershare, and we have worked actively towards managing
and reducing our long-term impact on the planet for many years. Across the globe, we focus on
minimising our resource consumption, reducing our carbon footprint and other environmental impacts.
We have commenced the implementation of our plan to reach Net Zero by 2042, in line with our
SBTi targets, and are actively tracking our progress against these targets.
18
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
18
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
SUPPORTING OUR COMMUNITY THROUGH CHANGE A LIFE
Computershare’s workplace giving program
Change A Life aims to empower people and
communities facing economic and social
challenges around the world. The program
currently supports a global project in Nepal and
a range of community-focused organisations
local to our offices, along with an organisation
that champions diversity. Our employees fund
Change A Life through payroll donations, which
are matched in full by Computershare.
AU$12.9 million
raised since inception
AU$646,604 donated to projects
in FY24
US$138,000
raised by Trek Nepal
North America
SOCIAL
We strive to have a positive impact on our people and broader communities across the world. We know our
business is our people - and we work hard to ensure they are supported to thrive and can bring their whole
selves to work.
GOVERNANCE
Computershare is working towards the management of ESG topics being embedded across the
organisation so we can further develop company culture around ESG. We strive to implement effective
internal practices and policies for ethical decision-making and legal compliance.
We have adopted an ESG Governance
structure for the management and
control of ESG risks, supported by a
strong culture of doing the right thing
across the organisation. Our network
of sustainability champions is part of
this structure and works to embed our
practices at a regional level.
In addition to our internal governance
structure, Computershare aims to
align with recognised global disclosure
standards and frameworks, including the
UN Sustainable Development Goals, CDP
(formerly Carbon Disclosure Project),
Task Force on Climate-Related Financial
Disclosures (TCFD), Sustainability
Accounting Standards Board (SASB)
and EcoVadis. We are also currently
working towards compliance with the
new Australian Sustainability Reporting
Standard (ASRS), which will be required
from FY26.
LISTENING TO OUR PEOPLE
We listen to our people and review engagement, wellbeing,
and culture through our Employee Opinion Survey (EOS). People
managers receive a results dashboard, which provides insightful
data and analysis, empowering them to drive further improvements.
82%
global response rate (+8% vs. 2023)
68%
Employee Engagement index (-3% vs. 2023)
80%
Diversity and Inclusion index (-3% vs. 2023)
ENSURING WE ARE A DIVERSE, EQUITABLE AND INCLUSIVE ORGANISATION
We aim for our teams to reflect the diversity
of the world in which we operate and for
everyone to feel able to thrive as themselves.
We nurture a diverse workforce by championing
inclusion through our policies, processes and
communications. Our senior leaders visibly affirm
our diverse, equitable and inclusive culture and
we empower our employees to do the same
through our Employee Resource Groups.
>
Grew membership in our Employee
Resource Groups from 1,800 to
over 2,400 people
>
Upgraded our People system
substantially, which is improving
people‑related data insights
>
Established a new Diversity, Equity
and Inclusion working group
DEVELOPING OUR PEOPLE THROUGH ESTABLISHED LEARNING PROGRAMS
We provide learning opportunities for our
people to ensure that they have the right
skills, abilities, and knowledge required
to perform their work. We also offer
employees opportunities to develop their
skills so they can comfortably take on new
responsibilities and progress their career
within Computershare.
157,310
total hours of learning
11.25
average hours learning by
employee
96.27% of mandatory training
completed
156
professional qualifications started by
employees in FY24
116
leaders completed the ‘Lead to
Succeed – Experienced’ program
during FY24
28
Apprenticeships started or completed
in FY24
19
19
I
N
G
E
N
U
I
T
Y
C
E
R
T
A
I
N
T
Y
A
D
V
A
N
T
A
G
E
World leaders
in financial
administration
Move the
business
forward
Work well
together
Do the
right thing
Strive for
excellence
Be a
pioneer
Keep
customers
at our
heart
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, and our people are assessed
against them in their annual performance review. 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,
equity and inclusion, human rights, harassment, anti-bribery,
corruption and whistleblowing.
RECOGNISING OUR PEOPLE
Our annual Purple People Awards recognise employees who have made exceptional contributions to our business and have
consistently demonstrated our ‘Being Purple’ ways of working.
Award winners consistently do the right thing and personify our values of certainty, ingenuity and advantage.
Their actions help us deliver outstanding service for our clients and their customers and inspire and empower the people
around them.
Here are our 12 Purple People for 2024:
NAME
BUSINESS LINE
LOCATION
Leanne Bailey
Issuer Services
Sydney, Australia
Catherine Heather
Employee Share Plans
Bristol, UK
Alexander Humphries
Corporate Trust
California, US
Mark Litchfield
Group Marketing
Canton, US
Matthew Monahan
Corporate Development
New York, US
Nyssa Oxley
UK Loan Services
Rainton Bridge, UK
Petra Papp
Communication Services
Toronto, Canada
Jenelaine Ponce
Global Operations
Melbourne, Australia
Julie Silver
Issuer Services
Canton, US
Becky Simmonds
People team
Bristol, UK
Felicity Thomas
Employee Share Plans
Home based, UK
Richard Young
Technology
New York, US
PEOPLE AND
CULTURE
20
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
20
COMPUTERSHARE
ANNUAL REPORT 2024
OVERVIEW
CHEERS TO 30 YEARS
This year we celebrated the 30th anniversary of listing
on the Australian Securities Exchange (ASX) in 1994 –
one of the most significant moments for our company
after our founding in 1978.
We are a unique Australian success story, and this
milestone was a valuable opportunity to reflect on our
significant achievements over the past three decades.
Since 1994 we’ve transformed a team of about 50 people
to a team of more than 12,000 employees across the
globe, who continue to put our clients and customers at
the forefront of everything we do.
Each year since 2017 we’ve marked our ASX listing
anniversary through CPU Day, a chance for all
employees to celebrate who we are as a company –
including our teammates, culture and history.
The day involves a range of activities, including events
at our offices around the world and opportunities to win
prizes through virtual competitions.
Our 30-year milestone made this year’s celebrations
particularly special and highlighted the strong
connections across our team that enable us to provide
certainty, ingenuity and advantage to our clients.
21
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.
>
Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US and
the legacy corporate trust operations in Canada and the US.
>
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.
>
Mortgage Services and Property Rental Services comprises mortgage servicing and related activities and tenancy bond
protection services in the UK.
>
Business Services comprised of the provision of bankruptcy and class actions administration services, which ceased
operating on disposal of the KCC business in FY23.
>
Communication Services and Utilities operations comprises document composition and printing, intelligent mailing,
inbound process automation, scanning and electronic delivery.
>
Technology Services & Operations includes the provision of software specialising in share registry, financial services,
operations and shared services functions as well as the provision of transitional services to the KCC business in FY24.
REVIEW OF OPERATIONS
Overview
In constant currency terms, Revenue for the Group rose 2.1% to $3,284.2m, whilst Revenue excluding margin income (MI) was
up 0.5%. Adjusting for the KCC and US Mortgage Services disposals, operating revenues were up 8.6%.
Margin income increased 7.3% (up $56.7m) reflecting higher global interest rates, predominantly during the first half of FY24.
Adjusting for KCC and US Mortgage Services, MI was up 11.2%.
Issuer Services revenues grew by $119.3m. MI improved by $52.0m. All revenue line segments within Issuer Services improved.
Register Maintenance delivered positive growth in client paid fees and strong performance in shareholder paid fees in the US.
Issuer Services Management EBITDA was up 17.2% to $451.4m and Management EBIT was up 17.3% to $448.6m.
Corporate Trust contributed total revenues of $938.6m, a reduction of $19.3m versus the prior corresponding period. Included
in these revenues, MI totalled $420.9m, a reduction of $7.4m relative to FY23. Average client balances were down $3.3bn
compared to the prior corresponding period, albeit higher in the second half. Exiting the GNMA REMIC business in June 2023
impacted trust fee revenues by $28m, however increases elsewhere reduced the overall decline to $16.5m. EBITDA was 6.7%
lower to $496.6m and EBIT was 7.8% lower to $481.4m.
Employee Share Plans and Voucher Services revenue was up 25.4%, an increase of $89.2m versus prior corresponding
period. This was driven by higher transaction volumes and growth in core fees. MI improved by $22.0m. EBITDA was up
66.0% to $178.4m and EBIT was up 69% to $173.3m.
Mortgage Services and Property Rental Services revenue was down 10.6%, whilst EBITDA was down 6.6% to $120.9m and
EBIT was up 115.8% to $51.6m. The US Mortgage Services business (US MS) was sold in May 2024. During its 10 months
of ownership in FY24, US Mortgage Services contributed total revenue of $331.9m including MI of $55.9m. Compared to
the pcp, US Mortgage Services revenue was down $71.7m. EBITDA was down 15.4% to $86.4m and EBIT was up $20.9m
to $17.2m, reflecting lower amortisation of the MSR asset, as asset life was extended from 8 years to 9 years, effective
1st January 2023. In the UK, revenue was $2.0m higher and MI increased by $11.5m reflecting higher interest rates.
Revenue for the Communication Services and Utilities business was 11.4% higher to $185.9m. EBITDA was 8.8% higher at
$27.0m and EBIT was up 12.2% at $22.9m.
Business Services was impacted by the disposal of KCC, which was sold in May 2023. However, this is somewhat offset by
Transitional Services Agreement (TSA) revenue received as part of the disposal agreement, which was recorded in the
Technology and Operations segment. The TSA ceased in May 2024. KCC contributed $70.1m of revenue excluding margin
income in the prior comparative period.
GROUP OPERATING
OVERVIEW
22
OVERVIEW
Group Operating Overview
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
Numbers are in constant currency unless otherwise stated.
Revenue
Comparison in constant currency
Business stream
FY2024
@ CC
$ million
FY2023
Actual
$ million
CC
Variance
FY2024
Actual
$ million
Issuer Services
1,209.7
1,090.4
10.9%
1,211.3
Corporate Trust
938.6
957.9
-2.0%
936.3
Employee Share Plans & Voucher Services
440.9
351.7
25.4%
458.5
Mortgage Services & Property Rental Services
490.6
548.8
-10.6%
499.7
Communication Services & Utilities
185.9
166.9
11.4%
185.0
Business Services
0.0
95.0
-100.0%
0.0
Technology Services & Operations
18.5
5.3
249.1%
18.7
Total management revenue
3,284.2
3,215.9
2.1%
3,309.5
Total management revenue excludes management adjustment items further described in note 4 of the financial statements
Region
FY2024
@CC
$ million
FY2023
Actual
$ million
CC
Variance
FY2024
Actual
$ million
United States
2,022.4
2,067.6
-2.2%
2,022.4
United Kingdom, Channel Islands, Ireland and South Africa (UCIA)
604.8
505.7
19.6%
638.5
Canada
237.6
227.1
4.6%
231.7
Australia and New Zealand (ANZ)
212.5
206.0
3.1%
205.1
Asia
114.0
118.9
-4.1%
114.4
Continental Europe (CEU)
92.9
90.6
2.6%
97.5
Total management revenue
3,284.2
3,215.9
2.1%
3,309.5
Operating costs
Operating expenses were up 0.2% on FY23 to $2,003.8m in constant currency terms. Adjusting for KCC and US Mortgage
Services, Operating expenses increased 8.9% versus the prior corresponding period.
Inflation across our personnel and third-party expense lines and cost growth to support higher revenues contributed to
$102.7m (7.8%) of the increase. A further $32.1m (2.4%) of costs related to the establishment of an Indian captive operation
for the Corporate Trust business, some stranded costs emanating from the disposal of KCC and the first period of ownership
of the Solium Capital UK business.
Our cost-out programs (including CCT synergies) continue to yield benefits with $45.4m of gross benefit realised in FY24, of
which $16.7m relates to US Mortgage Services and $12.7m CCT synergies.
Earnings per share (at actual rates)
2024
Cents
2023
Cents
Statutory basic earnings per share
58.90
73.67
Statutory diluted earnings per share
58.78
73.50
Management basic earnings per share
118.33
108.01
Management diluted earnings per share
118.07
107.76
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).
23
OUTLOOK
In August 2024, we provided earnings guidance for FY25. In constant currency, we expect Management EPS to be up around
7.5%, to 126 cents per share. Margin income is expected to be lower in FY25 at around $745m, largely driven by lower interest
rate assumptions.
Our guidance assumes a yield of 2.62% on average client balances of $28.5bn. The lower yield reflects an assumption of four
US rate cuts in FY25 and is based on interest rate curves as at 22 July 2024.
The expected impact of rate cuts in FY25 is $136m, whilst there was $56m of margin income earned in US Mortgage Services
(US MS) in FY24 that will not repeat in FY25. These negatives are anticipated to be offset by growth in balances and an
improved balance mix, whilst we also anticipate general business volumes will increase in a lower rate environment.
Interest expense is also set to be around $65m lower versus prior corresponding period, reflecting the disposal of US MS,
expected rate cuts and lower net debt position as at the date of this report.
We expect EBIT ex. MI to be up around 15% on a constant currency basis, reflecting the sale of US MS as well as continued
momentum in our core businesses, the benefits of recent investments and new cost out programs. The Stage 4 cost out
program is now complete following the disposal of US MS. We also announced Stage 5, which is a new business-wide cost-out
program designed to remove stranded costs arising from the disposal of KCC and US MS. An additional $45m-$60m of cost
savings is expected by the end of FY26 and the FY25 impact of this program has been incorporated into our guidance for
the year.
The AUD$750m share buy-back program previously announced in August 2023 is approximately halfway through. We have
announced a continuation of the buy-back program into FY25. Note, guidance does not include additional share purchases
from the buy-back nor any contribution from the planned acquisition of the BNY Trust Company of Canada announced on
26 April 2024.
This outlook assessment, and other references to our FY25 outlook in this document, are subject to the forward-looking
statements disclaimer and a number of other assumptions provided in our FY24 Results Market Presentation 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.
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.
BUSINESS STRATEGIES
AND PROSPECTS
24
OVERVIEW
Business strategies and prospects
COMPUTERSHARE
ANNUAL REPORT 2024
GOVERNANCE
FINANCIALS
REPORTS
FURTHER INFORMATION
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. We also have a well-established
methodology and governance structure to support our post-acquisition integration programs which includes stringent project
and change risk management processes.
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 always 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 recurring 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. 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 material contributor to earnings. Changes in investment criteria, 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 remained at
higher levels, the risk to Computershare of being adversely impacted by low interest rates reduced, and the earnings we
received from margin income increased. The forward outlook for global interest rates is now for them to gradually reduce and
consequently the risk of adverse impact from lower interest rates is increasing. 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.
25
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. The Being Purple
Framework supports the promotion of positive behaviour and cultures, and the 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 and financially viable. 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 incorporates 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 on a risk-assessed basis to obtain assurance that our supply chain complies
with applicable Modern Slavery laws and in FY23 we introduced our Global Supplier Code of Conduct (which can be found
on our website) and have an ongoing communication program for all new and existing suppliers as part of our due diligence
processes. 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 Employee
Opinion Survey.
For more information about our ESG initiatives please read our online ESG Report on our website.
26
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
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 2024. 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 25 September 2024.
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
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.
Financial
and risk
management
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.
Corporate
governance
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.
Overseeing
Group
management
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.
CORPORATE GOVERNANCE
STATEMENT
27
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
TOTAL OUT OF EIGHT DIRECTORS
Strategy
7
Innovation and entrepreneurship
5
CEO-level experience
4
Other non-executive director experience
7
ESG experience
8
BUSINESS EXPERIENCE
M&A and capital markets experience
8
International business experience
8
Working in regulated industries
6
Outsourced business services
6
Business development/access to networks
6
FINANCIAL AND RISK
Accounting and finance
4
Banking and treasury
3
Audit, risk management and compliance
8
OTHER
Technology, digital and cyber
6
People and Culture
6
GEOGRAPHIC EXPERIENCE
North America
7
UK and Europe
7
Asia
4
Australia
6
During the reporting period, Mr Gerrard Schmid was appointed to the Board as a non-executive director with effect from
14 March 2024. Mr Schmid is a board director and former CEO with experience in banking, payments and financial technology.
His most recent executive role was CEO of Diebold Nixdorf, a US-based and NYSE listed global payments FinTech company.
He is based in Toronto, Canada.
28
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
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.
29
As at the date of this
Annual Report, the
Board composition
(with details of
the professional
background of each
director) is as follows:
Paul Reynolds
BA, PhD
Position: Chairman
Age: 67
Independent: Yes
Years of service: 6
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.
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.
Other directorships and offices
Non-Executive Chairman of STV
Group plc
Board Committee membership
Chair of the Nomination Committee
Member of the Risk and Audit
Committee
Member of the People and Culture
Committee
Stuart Irving
Position: Chief Executive Officer
Age: 53
Independent: No
Years of service: 10
Term of office
Stuart Irving was appointed Chief
Executive Officer and President
of Computershare on 1 July 2014.
He joined Computershare in 1998.
Skills and experience
Stuart held a number of roles
at The Royal Bank of Scotland
before joining Computershare as
IT Development Manager in the UK.
Stuart subsequently worked in South
Africa, Canada and the US before
becoming Chief Information Officer
for North America in 2005 and then
the Computershare Group’s Chief
Information Officer in 2008.
Board Committee membership
Member of the Nomination Committee
THE DIRECTORS
30
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
Tiffany Fuller
B.Com, GAICD, CAANZ (Member)
Position: Non-Executive Director
Age: 54
Independent: Yes
Years of service: 10
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.
Skills and experience
Tiffany is an experienced public
company non-executive director
with broad experience in chartered
accounting, corporate finance,
investment banking, funds
management and management
consulting in Australia and globally.
Tiffany’s skills include finance and
accounting, strategy, M&A, risk and
governance. Her career includes
roles at Arthur Andersen and
Rothschild and spans multiple industry
sectors including financial services,
technology, retail, resources and
telecommunications.
Other directorships and offices
Non-Executive Director of Washington
H. Soul Pattinson & Company Limited
(appointed in 2017)
Non-Executive Director of Vicinity
Centres (appointed November 2022)
Board Committee membership
Chair of the Risk and Audit Committee
Member of the Nomination Committee
Joseph Velli
BA, MBA
Position: Non-Executive Director
Age: 65
Independent: Yes
Years of service: 10
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 2023.
Skills and experience
Joseph is a retired financial services
and technology executive with
extensive securities servicing, M&A
and public board experience. For most
of his career, Joseph served as Senior
Executive Vice President of The Bank
of New York and as a member of the
Bank’s Senior Policy Committee.
During his 22-year tenure with the
Bank, Joseph’s responsibilities
included heading Global Issuer
Services, Global Custody and related
Investor Services, Global Liquidity
Services, Pension and 401k Services,
Consumer and Retail Banking,
Correspondent Clearing and Securities
Services. Most recently Joseph served
as the Chairman and Chief Executive
Officer of Convergex Group.
Other directorships and offices
Non-Executive Director of Paychex, Inc.
Non-Executive Director of Cognizant
Technology Solutions Corporation
Board Committee membership
Member of the People and Culture
Committee
Member of the Nomination Committee
Abi Cleland
B.Com, BA, MBA
Position: Non-Executive Director
Age: 51
Independent: Yes
Years of service: 6
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 2023.
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.
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 Bendigo
and Adelaide Bank Limited (appointed
in 2024)
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
31
Lisa Gay
BA, LLB
Position: Non-Executive Director
Age: 62
Independent: Yes
Years of service: 6
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
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
Chair of Victoria Funds Management
Corporation
Non-executive Director of Koda Capital
Board committee membership
Chair of the People and Culture
Committee
Member of the Nomination Committee
Gerrard Schmid
BSc., MASc.
Position: Non-Executive Director
Age: 56
Independent: Yes
Years of service: 0-1
Term of office
Gerrard Schmid was appointed to the
Board as an additional non-executive
director on 14 March 2024.
Skills and experience
Gerrard Schmid is a Board Director
and former CEO with extensive
executive and board experience in
Computershare’s key operating market
of North America across the financial
services and technology sectors. He
was most recently Chief Executive
Officer at Diebold Nixdorf, a US-based
and NYSE-listed global payments
fintech company. Gerrard also served
on the board of ISACA, an international
professional association focused on
IT governance and cybersecurity
certification.
Other directorships and offices
Non-Executive Director of Array
Technologies
Non-Executive Director of Dimensions
Health
Non-Executive Director of Ingenico
Board committee membership
Member of the Risk and Audit
Committee
Member of the Nomination Committee
John Nendick
BA, CPA, NACD
Position: Non-Executive Director
Age: 67
Independent: Yes
Years of service: 3
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
32
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
4. Board independence
The Board has reviewed the independence of each of the eight directors in office as at the date of this Annual Report and has
determined that seven out of the eight 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
The Board 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
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 and ESG reporting, internal control
structure, risk management systems, internal audit function and external audit requirements. The Committee also
reviews material tax and 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, John Nendick and
Gerrard Schmid. 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.
33
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 longterm 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.
The Committee’s Charter requires that the Committee must be comprised of a majority of independent directors.
The Committee has access to Group management and, where necessary, may consult independent experts to discharge its
responsibilities effectively.
The People and Culture Committee is governed by a Board-approved charter. A copy of this People and Culture Committee
Charter is available from www.computershare.com/governance.
For details of directors’ attendance at Committee meetings, see the Directors’ Report, which starts on page 42 of this
Annual Report.
34
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
7. Equity participation by non-executive directors
In FY24, the Board adopted a minimum shareholding requirement policy that applies to non-executive directors as well
as executive key management personnel. The policy sets out the holding requirements, which are 100% of base annual
fees (excluding committee fees) for the non-executive directors and 100% of annual base salary for the executive KMP.
The holding requirement must be satisfied within the latter of 5 years of the date of appointment and the commencement
date of the policy. As at the date of this report, all non-executive directors hold their minimum holding target except for
Mr Gerrard Schmid who was appointed in March 2024 and acquired his first holding in August 2024.
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 2024, see the Remuneration Report, which starts on
page 45 of this Annual Report and is incorporated into this corporate governance statement by reference.
In addition to the disclosures contained in the Remuneration Report, it should be noted that the Board is keen to encourage
equity holdings in the Company by employees with a view to aligning staff and shareholder interests. Many employees have
participated (and continue to participate) in the various equity plans offered by the Company, and the directors believe that,
historically, this has contributed significantly to the Group’s success.
9. Annual review of Board and Group management performance
The Board’s performance is regularly reviewed by the directors of the Company as a whole. There is a standing agenda item
at Board meetings for directors to be given an opportunity to discuss any concerns they may have with the Board’s and its
Committees’ performance, as well as any steps that can be taken to maintain their effectiveness.
During the reporting period, the Board and each Committee undertook a review of Board and Committee performance by
completing questionnaires and discussing the responses. The process for evaluating the performance of individual directors
is an informal one. The Chairman is responsible for engaging directly with directors on any individual performance concerns.
Directors can raise concerns they might have with an individual director’s performance directly with the Chairman.
The Board also 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 management’s 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 138) 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.
35
11. Diversity, equity and inclusion (DEI)
Diversity, equity and inclusion make our business stronger. Having a rich mix of perspectives in our workplace helps facilitate
creativity, innovation and productivity, and ensures we are best equipped to meet the demands of our global customer base.
Our employee survey results show that we have created an inclusive workplace where our people truly believe their unique
differences in thinking, ideas and experiences are valued. This is an important part of Computershare’s culture and our Being
Purple ways of working.
This summary outlines the progress we have made to further embed diversity, equity and inclusion across our organisation
during FY24, and our focus areas for FY25.
FY24 Progress
>
Held Global DEI forums with our group CEO and leaders of our Employee Resource Groups (ERGs), to provide a two-way
dialogue between Executive Leaders and our employees.
>
Grew membership of our ERGs from 1,800 to 2,400, with many employees participating in multiple ERGs.
>
Created a DEI Working Group to drive DEI initiatives and consider new ideas brought forward to support DEI (through our
ERGs or DEI forums), consisting primarily of members of our People, Technology and Facilities teams.
>
Created the framework for an Accessibility Action Plan.
>
Introduced an enhanced interview guide for our people to include Purple Ways of Working and new competencies, to help
reduce bias in the interview process. The next iteration will include guidelines on the use of diverse interview panels.
>
Offered differentiated development opportunities to diverse talent in our team, such as mentoring through our ERGs
(Women4Women, Purple Pride and the Black Leadership Group), and our partnership with Solaris, an external leadership
development program for women of colour.
>
Refreshed our Mental Health Toolkit and launched a new DEI intranet site to help expand broader health and wellbeing.
>
Improved our data insights into who our employees are, through the People management system we introduced in FY23,
with approximately 52% of employees providing their ethnicity information, 22% providing their disability information, and
99% providing their gender information. We will see lower numbers in the ethnicity and disability fields due to fields being
optional or unavailable for declaration in some countries due to regulations.
>
Delivered regular communications and events focused on DEI.
>
Participated in external events such as volunteering with our diversity partner organisation Year Up, and participating in
the Bristol Pride Parade.
36
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
Feedback on FY24 Measurable Objectives
Objective
Measurement
Result
Launch an Accessibility
Action Plan (AAP) to create
meaningful career pathways
for people with disabilities.
>
Increase in employment
of and engagement with
people with a disability.
>
Accessibility and
inclusive design
activities embedded
in every stage of the
project development
lifecycle.
We have created a framework for our AAP, and have divided
the actions into 5 workstreams:
>
Talent Acquisition
>
Employee Relations including onboarding, and people
policies and practices
>
Learning & Development
>
Technical accessibility for internal and external user
experience
>
Physical accessibility with a focus on Health and Safety
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.
>
This action has been placed on hold due to the redesign
of the procurement processes in our People and Finance
management system.
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.
>
Employees now have the option to disclose more
demographic data such as ethnicity, disability, additional
gender identities, and religion.
>
We will see lower numbers in the ethnicity, religion
and disability fields due to fields being optional or
unavailable for declaration in some countries due to
regulations.
>
Further work is being done on the reporting
functionality, which will help us set goals in talent
acquisition and employee engagement.
Continue to embed diversity
principles into People
policies, processes and
leadership competencies by
reviewing DEI gaps identified
by ERGs, regulations or
industry best practices.
>
Inclusive policies in
place.
>
Expansion of
development offerings
to include DEI principles.
>
Updated Diversity & Inclusion Policy to reflect equity
(now Diversity, Equity and Inclusion Policy).
>
Aligned Leadership Competency Framework to our Being
Purple Ways of Working with specific inclusive leadership
principles.
>
Introduced an enhanced interview guide that includes
our Being Purple Ways of working, to help reduce bias
in the interview process. The next iteration will include
guidelines on the use of diverse interview panels.
>
Developing a selection and assessment framework to
enhance the tools available to managers in selecting
candidates for roles, to provide multiple data points and
broader evidence to support objective decision making
and reducing bias.
>
Currently reviewing the effectiveness and use of diverse
sourcing channels, as well as developing an Emerging
Talent Framework.
37
Gender diversity statistics for FY24
The table below includes data on gender statistics at a global level as of 30 June 2024.
F
M
F%
M%
Total
Change to
Female %
Board (inc. CEO)
3
5
38%
62%
8
-
Direct reports of CEO
4
11
27%
73%
15
+
Company Executive
25
67
27%
73%
92
-
Senior Manager
219
360
38%
62%
579
-
Manager
835
1,013
45%
55%
1,848
-
Other
5,085
4,552
53%
47%
9,637
-
Total
6,171
6,008
51%
49%
12,179
-
*
Company Executive means a person reporting to a direct report of the CEO.
*
Senior Manager means a person reporting to a Company Executive.
FY25 focus areas and objectives
Objective
Measurement
Action the recommendations in our Accessibility Action
Plan to create meaningful career pathways for people
with disabilities.
>
Increase in employment of and engagement with people
with a disability.
>
Clear guidelines for employees on how to request
accommodations for their disability.
Continue to promote the use of demographic data fields in our
People Management System and Employee Opinion Survey to
help set goals in talent acquisition and employee engagement.
>
Demographic data collected.
>
Identify goals 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 DEI
principles.
>
Increase in mentoring and networking opportunities.
Build project plans around data insights, such as Affirmative
Action Plan, Workplace Gender Equality Act and Gender Pay
Gap reporting.
>
Implement strong practices that address data insights.
>
Review and revise policies and practices to support
affirmative action, WGEA, and other DEI regulatory
reporting in regard to recruitment practices, promotion
guidelines, and anti-discrimination measures.
Continue to support Year Up, a US based diversity
organisation through Change A Life, and promote volunteer
and intern opportunities.
>
Participate in successful programs within the Year Up
community.
>
Number of volunteers from Computershare.
More information about our DEI achievements will be available in our annual ESG report, to be released on our website
in October.
Our DEI Policy is available at www.computershare.com/governance.
38
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
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 31 May 2024.
A copy of this report is available from www.computershare.com/governance. Any comments regarding this report can be
submitted via email to the following address: wgea.comments@computershare.com.au.
13. Securities Trading Policy
The Company has a Securities Trading Policy in place that sets out the restrictions that apply to the Group’s directors, officers
and employees trading in Computershare securities.
The policy explains the insider trading laws as they relate to trading in Computershare securities and the securities of
Computershare’s clients. It also sets out the penalties that apply to insider trading offences under the Corporations Act 2001
and makes clear that Computershare adopts a zero tolerance approach to breaches of insider trading laws.
The policy imposes additional restrictions on dealings in Computershare securities by Computershare directors and certain
specified executives (designated persons). These designated persons may deal in Computershare securities during the
four‑week period after the Company releases its half-year and full-year financial results and after the date on which its
Annual General Meeting is held (subject always to the laws on insider trading).
In addition, these designated persons may only deal in Computershare securities outside those specified, four-week trading
windows with an express prior clearance by a nominated director. During certain prohibited periods, being the period between
15 December and the Company’s release of its half-year results, the period between 15 June and the Company’s release of its
full-year results and other such periods as may be determined by the Board from time to time, clearance to deal can only be
given in exceptional circumstances.
Under the policy, designated persons are also prohibited from entering into an arrangement pursuant to which they seek to
hedge the economic risk associated with an unvested incentive award made to them by Computershare.
The list of designated persons is set out in the Schedule to the Securities Trading Policy. It is reviewed and updated as
appropriate, having regard to any changes in the structure of Group management or the creation of new roles within it.
An up-to-date copy of the Board-approved Securities Trading Policy is available from www.computershare.com/governance.
14. Corporate reporting
The Chief Executive Officer and the Chief Financial Officer have made a Declaration to the Board of Directors in respect of
the year ended 30 June 2024 as detailed on page 138 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 2023.
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.
39
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.
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.
The Company also conducts its AGM as a hybrid meeting, which provides an opportunity for shareholders to attend the
meeting in person or via an online platform. Attending the meeting online enables shareholders to view the AGM live,
ask questions and cast direct votes at the appropriate times whilst the meeting is in progress. 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 either in person or online during the meeting are encouraged to vote electronically in advance via Computershare’s
service known as InvestorVote. Computershare also encourages shareholders who are unable to attend the AGM to
communicate any issues or questions by writing to the Company. All resolutions at the AGM are decided by way of a poll.
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
concerns 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.
40
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Corporate Governance Statement
OVERVIEW
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 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 65
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 64 of this Annual Report). The Board has a formal policy for reviewing and approving all non‑audit
services provided by PricewaterhouseCoopers.
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.
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 Risk 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.
41
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. Environment, Social And Governance (ESG)
For details relating to the Company’s ESG initiatives, see pages 16 to 20 of this Annual Report and our ESG Report, which will
be released in October.
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 under a Group wide health and safety governance framework which is designed to ensure that the Group
implements work practices and procedures 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.
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.
42
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Directors’ Report
OVERVIEW
The Board of Directors of Computershare Limited has pleasure in submitting its report for the financial year ended
30 June 2024.
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
Paul Joseph Reynolds (Chair)
Abigail Pip Cleland
Tiffany Lee Fuller
Lisa Mary Gay
John Nendick
Gerrard Bruce Schmid (appointed Director effective 14 March 2024)
Joseph Mark Velli
Executive
Stuart James Irving (President and Chief Executive Officer)
PRINCIPAL ACTIVITIES
The principal activities of the Group are outlined in the Group Operating Review set out on pages 21 to 22 and form part of
this report.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the financial year was $352.9 million after income tax. Net statutory profit after tax
from continuing operations attributable to members was $492.9 million, an increase of 2.0% over the corresponding period.
Net statutory loss after tax from discontinued operations attributable to members was $140.2 million, a decrease of 264%,
reflecting the loss on sale of US MS recorded in the current reporting period. Profit of the consolidated entity for the financial
year after management adjustment items was $708.3 million after income tax and non-controlling interests. This represents
an increase of 8.6% on the 2023 result of $652.1 million.
Net profit after management adjustment items is determined as follows:
2024
$000
2023
$000
Net profit attributable to members of the parent entity
352,624
444,744
Management adjustment items (net of tax):
Amortisation
Amortisation of acquisition related intangible assets
70,460
70,670
Acquisitions and disposals
Loss on sale of US MS
129,409
-
Acquisition related integration expenses
85,218
78,582
Acquisition and disposal related expenses
3,373
4,913
Loss on disposal of KCC
-
6,415
Gain on disposals
-
(1,489)
Contingent consideration remeasurement
20,503
(2,852)
Other
Major restructuring costs
47,055
29,276
Marked to market adjustments – derivatives
(278)
(694)
Impairment of assets
-
22,499
Net profit after management adjustment items
708,364
652,064
DIRECTORS’
REPORT
43
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.
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 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, amounting to
AUD 241,415,412 ($155,484,803).
An interim dividend was determined by the directors of the Company in respect of the current financial year and paid on
20 March 2024. This was an ordinary dividend of AU 40 cents per share, franked to 20%, amounting to AUD 238,527,391
($156,515,197).
A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on
16 September 2024. This is an ordinary unfranked dividend of AU 42 cents per share, amounting to AUD 247,475,684, based
on shares on issue as at 13 August 2024. The dividend was not determined to be paid until 13 August 2024 and accordingly no
provision has been recognised as at 30 June 2024.
REVIEW OF OPERATIONS
The review of operations is outlined in the Group Operating Review 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 Review
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
No other matters or circumstances have arisen since the end of the financial year which is not otherwise dealt with in this
report or in the consolidated financial statements that have significantly affected or may significantly affect the operations
of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in subsequent
financial years.
LIKELY DEVELOPMENTS AND FUTURE RESULTS
A discussion of business strategies and prospects is set out on pages 23 to 25 and forms part of this report.
ENVIRONMENTAL REGULATIONS
The Group is not subject to significant environmental regulation.
44
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Directors’ Report
OVERVIEW
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 2024 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
Number of
ordinary
shares
Number of
performance
rights
Number of
share
appreciation
rights
SJ Irving
229,295
298,545
-
AP Cleland
14,903
-
-
TL Fuller
16,148
-
-
LM Gay
21,939
-
-
J Nendick
13,141
-
-
PJ Reynolds
24,000
-
-
GB Schmid
5,428
-
-
JM Velli
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
B
A
B
A
B
A
B
SJ Irving
9
9
-
-
4
4
-
-
AP Cleland
9
9
-
-
4
4
6
6
TL Fuller
9
9
8
8
4
4
-
-
LM Gay
9
9
-
-
4
4
6
6
J Nendick
9
9
8
8
4
4
-
-
PJ Reynolds
9
9
8
8
4
4
6
6
GB Schmid
2
2
1
1
1
1
-
-
JM Velli
9
9
-
-
4
4
6
6
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, the Group paid premiums of $1,962,407 excluding taxes during FY2024.
45
CHAIRS’ LETTER
On behalf of the Board of Computershare, we are pleased to present the Remuneration Report for the year ended 30 June 2024.
OVERVIEW OF THE YEAR
Computershare has continued to deliver strong results in FY2024, with earnings slightly ahead of guidance as Management
EPS increased 8.9% to 117.6 cents per share and Management revenue increased 2.1% to $3.3b. This has enabled us to
increase our full year total dividend by 17% to 82 Australian cents per share and reflects the successful execution of our
strategy, to build a simpler Computershare with higher returns.
Margin income (MI) continued to be strong due to relatively high global interest rates, increasing 7.3% to $832m, and our
Employee Share Plans business performed impressively with higher transaction volumes and growth in core fees. We continued
to make progress on investing in and strengthening our core businesses and divesting non-core assets, with our key highlights
including:
>
Successfully completing the transition of the Corporate Trust (CCT) business acquired from Wells Fargo, ensuring that we
are well placed to realise the planned synergies and integration benefits;
>
Entering an agreement to acquire the BNY Trust Company of Canada from BNY Mellon, enhancing our existing Canadian
Corporate Trust business and expanding our client base;
>
Finalising the sale of the US Mortgage Services business, marking a significant milestone in our simplification strategy to
focus on our capital light, core businesses with scale and global growth opportunities;
>
Acquiring Morgan Stanley’s UK/Europe employee share plan business; and
>
Improving the consistency and stability of our earnings by hedging an aggregate of $1.5b in margin income, as we plan for
lower interest rates, of which $1.1bn is to be delivered over the next five years.
Our total shareholder return (TSR) in FY2024 was solid at 16%, outperforming the ASX 100’s return of 11%. Over the past
three years, we have delivered a TSR of 89% across that period, again significantly outperforming the ASX 100.
OUTCOMES FOR 2024
The Board set robust performance measures for our FY2024 short term incentive (STI) plan. The detailed assessment of
financial and operational performance against these measures was strong and as a result, the STI outcome for our CEO was
78% of maximum. STI outcomes for other Executive KMP were between 71% and 77% of maximum. The Board believes these
results reflect another year of high-quality performance from the executive team to deliver strong company results in an
uncertain global economy and long-term returns for shareholders.
The FY2022 long term incentive (LTI) grant of Performance Rights was tested across the three-year performance period
to 30 June 2024, against relative TSR, EPS ex. MI growth and an adjusted return on invested capital (ROIC) measure. Given
Computershare’s strong shareholder returns and financial performance in the past three years, the relative TSR and ROIC
measures vested at 100%. EPS ex. MI was impacted across the three-year period by inflationary pressures and subdued
corporate activity in some areas and as a result, the rights subject to that measure did not meet the threshold target and
lapsed. The overall FY2022 LTI outcome was 70% of maximum.
See section 2.3 for more details on FY2024 STI and FY2022 LTI outcomes.
REMUNERATION
REPORT
46
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
2024 REMUNERATION CHANGES
While listed on the Australian Securities Exchange, Computershare is a genuinely global organisation operating in more
than 20 countries and deriving almost 95% of its revenue from outside Australia. All our Executive KMP are based outside
Australia. The majority of our 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 executive roles beyond KMP are based in the North America, it is essential that our
remuneration structure adapts to that market for Computershare to remain competitive.
The Board believes that to secure the services of executives with appropriate relevant market experience, we must set
remuneration comparable to companies of similar size and industry in the markets in which we operate. Accordingly, our
primary peers for executive remuneration benchmarking purposes are in North America and Europe. While we do have regard
for our ASX 20-50 peers and ASX 100 peers with international operations, these are not the principal comparators and, do
not, in our extensive experience, represent an effective benchmark for attracting or retaining our global executives.
We made the following changes in FY2024 to the CEO and CFO’s remuneration arrangements:
>
For the UK based CEO, his fixed remuneration increased by 3% to GBP 1,130,514, consistent with the broader employee
fixed pay budget. The CEO last received a fixed remuneration increase in FY2022.
>
For the US based CFO, as disclosed in last year’s report, we undertook a stepped approach to enhance the competitiveness
of his package after a benchmarking exercise showed that his remuneration was below that of our peers in the US.
In FY2024, his fixed remuneration increased by 14.4% to USD$1,030,000. At the same time, we decreased his LTI
opportunity from 100% of fixed remuneration to 90%, noting that over 60% of his remuneration package remains at-risk.
See section 2.4 for more detail on FY2024 changes to Executive KMP remuneration packages.
The fees we pay to our NEDs were increased by 3% from 1 October 2023. We also appointed Mr Gerrard Schmid as an
additional NED on 14 March 2024. Mr Schmid has extensive executive and Board experience in the North American market
and is based in Canada.
In FY2024, we also introduced a formal minimum shareholding policy for our NEDs and Executive KMP, set at 100% of their
base fee and 100% of their base salary, respectively. Those subject to the policy have a 5 year period in which to meet the
minimum requirement. All NEDs and Executive KMP, except those recently appointed, currently meet the minimum holding
requirement.
CONCLUSION
The Board believes that Management has successfully delivered on the group’s objectives for the year and shareholders have
benefitted from that, with FY2024 comprising another year of solid earnings, higher dividends and above-market shareholder
returns. Importantly, Management has also delivered on the execution of our strategies to invest in and strengthen our
businesses and divest non-core assets to build a simpler Computershare with higher returns. We have also undertaken an
on‑market share buy-back program in FY2024, reflecting our commitment to prudent capital management.
We also believe that our incentive outcomes for Management appropriately reflect our Company performance and achievements
in FY2024.
We trust that this report explains our approach and intent in relation to executive remuneration in the global markets in
which we operate.
With regards
PJ Reynolds
Chair – Board
LM Gay
Chair – People and Culture Committee (PACC)
47
CONTENTS
1.
Key Management Personnel (KMP)
2.
Snapshot of 2024 remuneration outcomes
2.1 The markets in which we compete
2.2 Our performance
2.3 Executive KMP remuneration outcomes in FY2024
2.4 Remuneration changes made in FY2024
2.5 KMP realised pay in FY2024 (unaudited)
3.
Executive remuneration structure
3.1 Remuneration structure overview
3.2 Executive KMP remuneration mix
3.3 Executive KMP remuneration levels in FY2024
4. Remuneration components
4.1 FY2024 short-term incentive plan
4.2 Long-term incentive plan granted in FY2024
4.3 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 2024. 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. Each Executive KMP listed below held
their position for all of FY2024 unless otherwise stated.
Name
Location
Non-executive Director
Paul J Reynolds
UK
Abigail P Cleland
Australia
Tiffany L Fuller
Australia
Lisa M Gay
Australia
John Nendick
USA
Gerrard B Schmid
(commenced as a Non-Executive Director on 14 March 2024)
Canada
Joseph M Velli
USA
Executive KMP
Stuart J Irving
President and Chief Executive Officer (CEO)
UK
Nick SR Oldfield
Chief Financial Officer (CFO)
USA
Hussain Baig
Chief Operating Officer (COO)
UK
48
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
2. SNAPSHOT OF 2024 REMUNERATION OUTCOMES
FIXED REMUNERATION
SHORT-TERM INCENTIVE (STI)
LONG-TERM INCENTIVE (LTI)
The CEO received a 3.0% fixed
remuneration increase in FY2024,
equivalent to the increase in our
broad‑based employee fixed pay budget.
The CFO received a 14.4% fixed
remuneration increase, representing
the second stage of a planned ‘two-step’
approach to increase the competitiveness
of his fixed and total remuneration
package relative to his US market
peers. At the same time, the CFO’s LTI
opportunity was reduced (from 100% of
fixed remuneration to 90%).
See section 2.4 below.
FY2024 STI outcomes of 78% of
maximum for our CEO and between
71% and 77% of maximum for our other
Executive KMP.
See section 2.3 below.
70% of the FY2022 LTI vested,
assessed against Relative TSR,
EPS ex. MI growth and ROIC.
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$16b and, whilst we remain listed in
Australia, more than 90% of our revenues are generated outside of Australia and all our 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 within the North American and European markets.
North America
71%
of revenue
1 out of 3
current KMP
North America
71%
of revenue
1 out of 3
current KMP
UK & Africa
16%
of revenue
2 out of 3
Executive KMP
North America
71%
of revenue
1 out of 3
current KMP
North America
71%
of revenue
1 out of 3
current KMP
Continental
Europe
6%
of revenue
North America
71%
of revenue
1 out of 3
current KMP
North America
71%
of revenue
1 out of 3
current KMP
Asia
3%
of revenue
North America
71%
of revenue
1 out of 3
current KMP
North America
71%
of revenue
1 out of 3
current KMP
Australia &
New Zealand
7%
of revenue
North America
71%
of revenue
1 out of 3
current KMP
North America
71%
of revenue
1 out of 3
current KMP
North
America
68%
of revenue
1 out of 3
Executive KMP
49
2.2 Our performance
A key principle 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
2020 to the financial year 2024, with the corresponding average STI outcomes for Executive KMP over the same period.
2020
2021
2022
2023
2024
Management adjusted EBITDA (USD million)3
646.4
628.2
720.2
1216.3
1287.3
Management adjusted EBIT ex margin income (MI) (USD million)
298.7
339.1
344.0
257.1
312.1
Statutory EPS (US cents)
42.55
33.77
37.71
73.67
58.90
Management EPS (US cents)
55.57
50.71
57.95
108.01
118.33
Management EPS (US cents) – constant currency1,2
56.3
50.8
58.0
108.01
117.6
Total dividend (AU cents per share)
46
46
54
70
82
Share price as at 30 June (AUD)
13.25
16.90
24.64
23.38
26.34
Average STI received as % of maximum opportunity for
Executive KMP (%)
47.3
69.5
68.1
78.6
75.2
1
Translated at FY2024 average exchange rates of USD/AUD 1.5250.
2 Assumed WANOS (Weighted average number of shares) of 598,649,609.
3 EBITDA is Earnings before Interest, Tax Depreciation and Amortisation and is not an IFRS measure.
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 (US CENTS)
SHARE PRICE (AUD)
20
40
60
80
100
120
20%
40%
60%
80%
100%
FY20
FY21
FY22
FY23
FY24
% maximum CEO STI paid
Management EPS (cps)
$5
$10
$15
$20
$25
$30
20%
40%
60%
80%
100%
FY20
FY21
FY22
FY23
FY24
% maximum CEO STI paid
Closing Share Price ($)
EBITDA (USD MILLION)
EBIT ex MI (USD MILLION)
$400
$200
$600
$800
$1,000
$1,200
$1,400
20%
40%
60%
80%
100%
FY20
FY21
FY22
FY23
FY24
% maximum CEO STI paid
EBITDA achievement ($m)
$100
$50
$150
$200
$250
$300
$350
20%
40%
60%
80%
100%
FY20
FY21
FY22
FY23
FY24
% maximum CEO STI paid
EBIT ex MI achievement ($m)
50
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
Over the past 10 years, Computershare has delivered a TSR of over 182% outperforming the S&P/ASX 100’s return of 121%.
COMPUTERSHARE VS S&P/ASX 100 10-YEAR TSR
1/7/2014
1/7/2015
1/7/2016
1/7/2017
1/7/2018
1/7/2019
1/7/2020
1/7/2021
1/7/2022
1/7/2023
1/7/2024
CPU
S&P/ASX 100
50.0
100.0
150.0
200.0
250.0
300.0
350.0
TSR (indexed to 100)
2.3 Executive KMP Remuneration outcomes in FY2024
FY2024 STI outcomes
The table below shows the STI paid or payable to each Executive KMP for performance in the financial year ended 30 June 2024.
Executive
STI awarded
(USD)
STI as % of
maximum
SJ Irving
$1,663,498
78%
NSR Oldfield
$1,185,220
77%
H Baig
$1,348,264
71%
51
FY2024 CEO STI scorecard outcomes and commentary
For FY2024, 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
Percentage
of STI
Financial objective (25%)
Group Management
EBIT performance
against budget
Above Target Outcome.
Group Management EBIT for the year was $1,143m, which slightly
exceeded budget.
This strong performance was underpinned by strong margin income
growth and improved earnings from the Employee Share Plans business
arising from higher transaction volumes and growth in core fees.
25%
Strategic financial objectives (50%)
Margin Income
Target Outcome.
Margin income of $832m and average balances of $29.2b was at or
close to budget. The consistency and stability of earnings continues to
improve through the hedging of an aggregate of $1.5b in margin income
to be largely delivered over the next five years.
5%
Further integrate
and enhance the
US Corporate Trust
business
Above Target Outcome.
Through the integration, market share and balance levels have
remained stable. The CCT business achieved Management EBIT of
$408m, which was marginally below budget and impacted by lower
new debt issuances.
Computershare successfully exited all transition services agreements
related to the CCT integration on-time and smoothly which was a highly
complex and technology and operational transition and a significant
achievement. Business synergies are on track to deliver our business
case for this acquisition.
10%
Progress
simplification of the
business down to
its core long term
agreed assets
Above Target Outcome.
Computershare successfully disposed of the US Mortgage Services
business during the year which involved a complex sale process.
10%
Continue Equatex
roll out and
implementation of
a global operating
model for Plans
Stretch Outcome.
The Employee Share Plans business achieved Management EBIT of
$170.3m significantly above budget.
This was supported by growth in a number of key accounts and the
strong performance of our Equatex rollout.
10%
Launch of a new
Stage 5 cost out
program
Above Target Outcome.
$45.4m of cost out benefit was achieved in FY2024 and the Stage 4
cost out program was successfully completed on time. A new Stage 5
program was announced with target savings of between $45m-$60m
identified by the end of FY2026.
5%
Maintenance of
Issuer performance
and expansion of
key adjacencies
Slightly Above Target Outcome.
As corporate activity started to recover, Issuer Services exceeded its
budget for the year.
10%
Non-financial objectives (25%)
People and Culture
Target Outcome.
Our employee survey saw our highest ever response rate (82%) and
yielded a slight drop to last year, despite a year of significant transition
and change throughout our business. Scores are generally tracking
ahead of 2022 when the current survey was introduced.
5%
52
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FURTHER INFORMATION
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OVERVIEW
Objectives
Commentary
Achievement against
Threshold/Target/ Stretch
Percentage
of STI
Non-financial objectives (25%)
ESG
Above Target Outcome.
In FY2024, against our science-based targets, we significantly reduced
our ‘Net Zero’ Scope 1 & 2 emissions, exceeding the target set of
reducing Scope 1-2 emissions by 29.4%. To meet our five-year target on
Scope 3 emissions, we have identified hotspots, which cover 86.9% of
our Scope 3 footprint and have actively put in place plans for each of
these hotspots.
Our D&I score remains high at 80% on our annual survey, similar to last
year’s result.
5%
Risk Management
Above Target Outcome.
Overall risks across the group were well managed throughout FY2024
as evidenced through group reporting and risk metrics.
5%
Capital Management Above Target Outcome.
In FY2024, Computershare reduced net debt, increased its total
dividend and maintained capacity in its balance sheet for future M&A
activity. Good progress was made on executing the on-market buy-back
which will continue into FY2025.
10%
Percentage of target achieved 116.4%
Percentage of maximum achieved 77.6%
FY2022 LTI vesting outcomes
Computershare’s LTI structure is delivered wholly in Performance Rights subject to the following performance measure:
>
Relative TSR against the S&P/ASX 100 (40%);
>
EPS ex. MI growth (30%); and
>
Adjusted ROIC (30%).
The FY2022 LTI grant was tested over the three year performance period to 30 June 2024 and vested at 70%. Further details
of performance against the applicable performance measures are set out below.
Relative TSR
Our three-year TSR to 30 June 2024 of 89% resulted in Computershare ranking at the 96th percentile of the ASX100.
Threshold (50% vesting)
Maximum (100% vesting)
Actual
Vesting Outcome
Amount Forfeited
50th percentile
75th percentile or higher
96th percentile
100%
0%
TSR PERFORMANCE VS ASX 100
-
-100%
-
-50%
0%
50%
100%
150%
200%
250%
75th
CPU
MEDIAN
53
EPS ex. MI growth
Computershare’s average annual growth in Management EPS excluding MI on a constant currency basis over the three‑year
performance period was -5.4%, which was below our threshold target of 5.0%. When calculating EPS excluding MI,
Computershare also removes the impact of interest expense (to provide balance with the MI exclusion) and ignores the impact
of the buy-back on the number of shares on issue across the performance period.
Threshold (50% vesting)
Maximum (100% vesting)
Actual
Vesting Outcome
Amount Forfeited
5%
10% or greater
-5.4%
0%
100%
ROIC
Computershare’s average annual adjusted ROIC over the three-year performance period was 20.2%, exceeding our stretch
target of 12.1%.
Threshold (50% vesting)
Maximum (100% vesting)
Actual
Vesting Outcome
Amount Forfeited
11%
12.1% or greater
20.2%
100%
0%
2.4 Remuneration changes made in FY2024
Changes made to the remuneration packages of Executive KMP in FY2024 are set out below.
Currency
FY2023
base salary
FY2024
base salary
Year-on-year
change
Changes to incentive opportunity levels
SJ Irving
GBP
GBP 1,097,586
GBP 1,130,514
3.0%
N/A
NSR Oldfield
USD
USD 900,000
USD 1,030,000
14.4%
From 1 July 2023, the CFO’s LTI opportunity was
reduced from 100% to 90% of base salary.
H Baig
GBP
GBP 850,000
GBP 850,000
0.0%
N/A
2.5 KMP realised pay in FY2024 (unaudited)
The table below details actual pay and benefits for Executive KMP. 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 FY2024 as an
additional voluntary disclosure which has not been subject to audit.
All figures below are in USD.
Employee
FY2024 Actual
Package Details
FY2024
Actual vs Max
FY2024 vs
FY2023 Actual
FY2024
Fixed
(Base +
benefits)
FY2024
Actual
Total STI
FY2022 LTI
Vesting in
FY20241
FY2024
Actual Total
Remuneration
(Base +
Benefits +
STI+ LTI)
FY2024
Actual
vs Max STI
FY2024
Actual vs
Max Total
Remuneration
(Base + Max
STI + LTI)
FY2024
vs FY2023
Actual STI
received
FY2024
vs FY2023
Actual Total
Remuneration
(Base +
STI + LTI)
SJ Irving
1,424,736 1,663,498 2,199,720 5,287,954
78%
87%
94%
85%
NSR Oldfield
1,059,514 1,185,220
891,988 3,136,722
77%
89%
112%
92%
H Baig
1,070,654 1,348,264
- 2,418,918
71%
70%
N/A3
217%
1
LTI value calculated using number of vested rights x Computershare closing share price as at 30 June 2024.
2 The non-IFRS information included in the table above has not been subject to audit.
3 H Baig commenced in his role on 15 June 2023. His FY2024 STI is based on employment from 15 June 2023 to 30 June 2024.
54
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ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
3. EXECUTIVE REMUNERATION STRUCTURE
3.1 Remuneration structure overview
The fixed remuneration structure for our senior executives consists of fixed remuneration (base salary plus any applicable
superannuation/pension contributions). Our remuneration structure also includes variable at-risk remuneration consisting of
an STI and 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 Executive KMP is set out below.
Fixed
Pay
Base salary plus applicable
superannuation/pension contributions
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%)
FY24
FY25
FY26
Payment/vesting date
55
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 2024. Each component is shown as a percentage of the total remuneration package.
Minimum: consists of fixed remuneration which is comprised of base salary only as all our Executive KMP are based overseas
in FY2024.
Target: consists of fixed remuneration, target STI (cash and deferred outlined in section 4.1) and 67% of the full value of our LTI.
Maximum: consists of fixed remuneration, maximum STI (cash and deferred) and the full value of our LTI.
FY2024 CEO PAY MIX
Target
28%
13%
13%
46%
Maximum
24%
18%
18%
40%
Minimum
100%
FY2024 CFO PAY MIX
Target
34%
17%
17%
32%
Maximum
29%
22%
22%
27%
Minimum
100%
FY2024 COO PAY MIX
Target
38%
22%
22%
18%
Maximum
31%
27%
27%
15%
Minimum
100%
LTI
STI – Cash
Fixed Remuneration
STI – Deferred
56
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OVERVIEW
3.3 Executive KMP Remuneration levels in FY2024
We set out below the contractual FY2024 base salary, STI and LTI opportunities of each Executive KMP as at 30 June 2024.
Employee (location)
Base salary
(home currency)
STI target
(% of base salary)
STI max
(% of base salary)
LTI max
(% of base salary)
SJ Irving (UK)
GBP 1,130,514
100.0%
150.0%
171.6%
NSR Oldfield (USA)
USD 1,030,000
100.0%
150.0%
90.0%
H Baig (UK)
GBP 850,000
117.6%
176.5%
47.1%
4. REMUNERATION COMPONENTS
4.1 FY2024 short-term incentive plan
Who Participates?
All Executive KMP
What is the opportunity?
The minimum STI outcome is 0% (if targets are not met), and maximum is capped at 150% of target
opportunity.
What are the
performance hurdles?
Budgeted Management EBIT (25%), Strategic Financial Objectives (50%) and 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.
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 FY2024
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 13 August 2024.
What is the performance
period?
One year – 1 July 2023 to 30 June 2024.
How are STI payments
determined?
STI is assessed at the end of the financial year on the following basis:
Group Management Budgeted EBIT – 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.
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 a payout
between 0% and 150% of target. The FY2024 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. Assessment at the end of the financial year against set criteria results in a payout between 0%
and 150% of target. The FY2024 objectives and their assessment for the CEO are listed in detail in section 2.3.
Other key features
Deferred Shares are subject to forfeiture if employment ends as a result of a Bad Leaver event.
57
4.2 Long-Term Incentive Plan granted In FY2024
Who participates?
All Executive KMP
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 FY2024 LTI opportunity by the VWAP
of Computershare Shares over the five trading days following the release of the Company’s FY2023 results on
15 August 2023.
What is the
performance period?
Three years – 1 July 2023 to 30 June 2026.
What are the
performance
hurdles?
Relative TSR (40%)
Requires Management to deliver shareholder returns in excess of ASX100 peers against which Computershare
competes for capital. 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
0%
Equal to the 50th percentile
50%
Between the 50th to 75th percentile
Progressive pro-rata vesting between 50% to 100%
(i.e. on a straight-line basis)
At or above the 75th percentile
100%
Average Management EPS ex MI growth (30%)
Requires Management to deliver growth in earnings from the underlying business to the benefit of shareholders.
EPS is measured excluding margin income to exclude the impact of changes in interest rates over the three-year
performance period. This also means that interest expense is also excluded from the calculation and the impact
of the buy-back is also excluded when determining the number of shares on issue across the performance period.
EPS ex MI is impacted by 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
0%
5% per annum
50%
Between 5% and 10% per annum
Progressive pro-rata vesting between 50% to 100%
(i.e. on a straight-line basis)
10% per annum or above
100%
Average ROIC (30%)
Focuses Management on improving and growing Computershare’s business organically, 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 does 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
Vesting
Below 16% per annum
0%
16% per annum
50%
Between 16% and 17.50% per annum
Progressive pro-rata vesting between 50% to 100%
(i.e. on a straight-line basis)
17.50% per annum or above
100%
Other key features
The LTI plan 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 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.
58
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
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 the remuneration framework periodically to ensure it remains aligned to business
objectives. The PACC 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
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.
EXTERNAL ADVISORS
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.
59
6. NON-EXECUTIVE DIRECTOR REMUNERATION
Computershare’s total NED fee pool has a limit of AU$2.6m. This limit was approved by shareholders in November 2021 to
ensure Computershare could continue to offer globally competitive NED fees and had the capacity to expand its international
Director base in line with stated global strategy.
From 1 October 2023, a 3% increase was made to NED fees and our NED fees as at 30 June 2024 are set out in the below
table (rounded to the nearest whole number). No additional fees are paid for membership to the Nomination Committee.
Chair
Fee
Base
Board fee
Chair –
Risk and
Audit
Committee
Chair –
People and
Culture
Committee
Member –
Risk and
Audit
Committee
Member –
People and
Culture
Committee
Australia
N/A AUD 185,400
AUD 77,250
AUD 41,200
AUD 25,750
AUD 20,600
United States
N/A USD 187,975
N/A
N/A
USD 19,313
USD 15,450
United Kingdom
GBP 283,250
N/A
N/A
N/A
N/A
N/A
These fees are inclusive of statutory superannuation where applicable. J Nendick, JM Velli and GB Schmid receive their
director fees in USD and PJ Reynolds receives his Chairman’s fee in GBP. 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 2024
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 FY2024 USD/AUD average rate of 1.5250, the FY2023 USD/AUD average
rate of 1.4872).
Financial
Year
Short-term
Post-employment
benefits
Total
Fees1
$
Superannuation/
pension
$
$
PJ Reynolds
2024
354,184
-
354,184
2023
257,587
-
257,587
AP Cleland
2024
130,944
3,329
134,273
2023
130,213
2,811
133,024
TL Fuller
2024
154,418
16,786
171,204
2023
154,352
15,922
170,274
LM Gay
2024
132,810
14,617
147,427
2023
132,953
13,965
146,918
J Nendick
2024
206,281
-
206,281
2023
201,250
-
201,250
GB Schmid2
2024
57,358
-
57,358
2023
-
-
-
JM Velli
2024
202,437
-
202,437
2023
197,500
-
197,500
Former NEDs
SD Jones3
2024
-
-
-
2023
108,201
8,503
116,704
Total
2024
1,238,432
34,732
1,273,164
2023
1,182,056
41,201
1,223,257
1
KMP are paid in their local currency. Foreign exchange rate movements can impact the comparison between years in US dollar terms.
2 GB Schmid was appointed to the Board effective 14 March 2024.
3 SD Jones retired effective 10 November 2022.
60
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
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 30 days. For the COO, his notice period is 6 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, Executive KMP are entitled to statutory entitlements in their respective jurisdictions of
employment. For the incentive awards, the default treatment is:
>
The Deferred Short-Term Incentive (DSTI) plan provides for full vesting for ‘good leavers’.
>
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. For ‘bad leavers’, their
awards will be forfeited upon cessation of employment.
The Board will retain overarching discretion to determine an alternate treatment for Executive KMP’s on-foot incentive
awards at cessation of employment.
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.
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 2024 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 FY2024 USD/AUD average rate was 1.5250,
the FY2023 USD/AUD average rate 1.4872).
8.1 Remuneration of Executive KMP
Short-term
Long-term
Post-
employment
benefits
Share-based
payments expense
Other
Total
Financial
Year
Salaries
$
Cash
bonuses
$
Other2
$
Super-
annuation/
pension
$
Shares
$
Performance
Rights/SARs3
$
Other5
$
$
SJ Irving1,4
2024
1,356,323
829,045
97,280
68,413
811,622
1,371,502
72,531
4,606,716
2023
1,271,362
888,978
32,986
65,093
796,605
1,133,385
21,789
4,210,198
NSR Oldfield1
2024
1,023,314
592,610
-
36,200
446,890
523,186
2,875
2,625,075
2023
865,081
530,578
-
35,700
362,961
417,513
2,663
2,214,496
H Baig1,6
2024
1,070,654
671,930
-
-
421,681
91,664
- 2,255,929
2023
46,159
23,118
-
-
9,373
-
-
78,650
Former Executive KMP
ML McDougall1
2024
-
-
-
-
-
-
-
-
2023
470,438
136,037 (12,280)
16,261
108,407
208,290
1,907
930,060
N Sarkar1
2024
-
-
-
-
-
-
-
-
2023
546,936
427,643
-
-
134,803
158,606
1,082
1,269,070
Total
2024
3,450,291
2,093,585
97,280
104,613
1,680,193
1,986,352
75,406
9,487,720
2023
3,199,976
2,006,354
20,706
117,054
1,413,149
1,917,794
27,441
8,702,474
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. SARs were a one off grant of
share appreciation rights made in December 2020 and vested in September 2023.
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’. Refer to section 8.3 for further details
5 ‘Other’ includes benefits related to Computershare’s general employee share plan as detailed in note 41 of the financial statements.
6 H Baig commenced in his role on 15 June 2023.
61
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
granted2
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
SJ Irving
1/11/2021
55,840
(55,840)
-
FY2024
-
-
100
-
31/10/2022
41,453
-
41,453
FY2025
-
37,338
-
-
12/12/20231 57,895
-
-
FY2026
899,002
331,987
-
-
FY20242
-
-
-
569,091
-
-
NSR Oldfield
1/11/2021
19,990
(19,990)
-
FY2024
-
-
100
-
31/10/2022
17,158
-
17,158
FY2025
-
15,455
-
-
1/12/20231 32,935
-
-
FY2026
506,236
186,945
-
-
FY20242
-
-
-
-
405,470
-
-
H Baig
15/06/2023
10,454
-
10,454
FY2025
-
22,099
-
-
15/06/2023
10,454
-
10,454
FY2026
-
82,479
-
-
1/12/20231 1,505
-
-
FY2026
23,133
12,223
-
-
FY20242
-
-
-
-
461,830
-
-
1
Fair value at grant date 1 December 2023: AUD23.44. Fair value for SJ Irving at grant date 12 December 2023: AUD 23.68.
2 Shares for the deferred portion of the 2024 STI will be granted October/November 2024. SJ Irving was awarded his 2024 STI on 6 September 2024.
The number of shares is based on Computershare’s 5-day VWAP from 13 August 2024: AUD 27.69 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
FY2024.
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 FY2024 are set out in the table below and those Rights granted to
SJ Irving as Group CEO were granted with approval under ASX Listing Rule 10.14.
Set out below is a summary of Performance Rights granted under the LTI plans.
Date
granted
Number
granted
Number
vested
during
the year
Number
lapsed
during
the year
Number
outstanding
end of
the year
(unvested)
Financial
year in
which grant
may vest
Value at
grant date
(if granted
this year)
$
Maximum
total value
of grant
yet to be
expensed2
$
Vested
%
Forfeited/
lapsed
%
SJ Irving
27/11/2020
103,809
(103,809)
-
-
FY2024
-
-
100
-
29/11/2021
181,938
-
-
181,938
FY2025
-
-
-
-
28/11/2022
146,771
-
-
146,771
FY2026
-
748,837
-
-
22/03/20241 151,774
-
-
151,774
FY2027
2,043,025 1,362,017
-
-
NSR Oldfield
27/11/2020
37,553
(37,553)
-
-
FY2024
-
-
100
-
29/11/2021
73,776
-
-
73,776
FY2025
-
-
-
-
28/11/2022
52,455
-
-
52,455
FY2026
-
267,629
-
-
22/03/20241
58,445
-
-
58,445
FY2027
786,722 524,481
-
-
H Baig
22/03/20241
31,295
-
-
31,295
FY2027
421,256 280,837
-
-
1
Fair value at grant date in March 2024: TSR - AUD15.68; ROIC - AUD23.76; EPS ex MI - AUD23.76.
2 The minimum total value of the grant yet to vest is nil.
62
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
Shareholdings of KMP
The number of ordinary shares in Computershare Limited held during the financial year by each Director and the other named
KMP, including details of Shares granted as remuneration during the current financial year and ordinary shares provided as the
result of the exercise of remuneration options during the current financial year, are included in the table below.
Balance at
beginning of
the year
Vested under
DSTI plan
On exercise
of SARs4/
Performance
Rights
On market
purchases/
(sales)
Vested Other
share plans1
Balance
at end of
the year3
PJ Reynolds
24,000
-
-
-
-
24,000
AP Cleland
14,671
-
-
232
-
14,903
TL Fuller
16,148
-
-
-
-
16,148
LM Gay
21,939
-
-
-
-
21,939
J Nendick
13,141
-
-
-
-
13,141
GB Schmid2
-
-
-
-
-
-
JM Velli
17,000
-
-
-
-
17,000
Executive KMP
SJ Irving
76,740
55,840
244,188
(271,085)
-
105,683
NSR Oldfield
80,660
19,990
88,336
(105,355)
330
83,961
H Baig
-
-
-
-
-
-
1
Vested Other share plans include Shares vested related to Computershare’s general employee share plan as detailed in note 41.
2 GB Schmid was appointed on 14 March 2024. His shareholding balance is at the date he commenced in his role.
3 In FY2024, a formal minimum shareholding policy for NEDs and Executive KMP was introduced, set at 100% of their base fee and 100% of their base salary,
respectively. Those subject to the policy have a 5 year period in which to meet the minimum requirement. All except recently appointed management and
directors currently meet the minimum holding requirement.
4 SARs were a one off grant of share appreciation rights made in December 2020 and vested in September 2023.
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.
% 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
SJ Irving
34.61
18.00
17.62
29.77
NSR Oldfield
40.48
22.57
17.02
19.93
H Baig
47.46
29.79
18.69
4.06
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.
Total loans to KMP
Balance
1 July 2023
Interest
charged
Interest not
charged
Write-off
Balance
30 June 2024
Highest
balance in
period
SJ Irving
290,337
-
21,059
-
418,826
418,826
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.
63
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.
Voting of shareholders at last year’s annual general meeting
Computershare Limited received more than 90% of “yes” votes on its remuneration report for the 2023 financial year.
The company did not receive any specific feedback at the AGM or throughout the year on its remuneration practices.
End of the Remuneration Report.
Shares under option
Unissued ordinary shares in Computershare Limited under Performance Rights at the date of this report are as follows:
Date granted
Financial year
of expiry
Number
of Rights
Performance Rights
28/11/2022
2026
490,523
22/03/2024
2027
547,266
AUDITOR
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
Auditor’s independence declaration
A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is
provided immediately after this report.
Non-audit services
The Group may decide to employ its auditor, PricewaterhouseCoopers, on assignments in addition to their statutory audit
duties where the auditor’s expertise and experience with the Group are important.
The Board is satisfied that the provision of non-audit services is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001 and internal guidelines. Further details regarding the Board’s internal policy
for engaging PricewaterhouseCoopers for non-audit services are set out in the Corporate Governance Statement.
The Directors are satisfied that the provision of non-audit services by PricewaterhouseCoopers, as set out below, did not
compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
>
No services were provided by PricewaterhouseCoopers that are prohibited by policy (the policy lists services that cannot
be undertaken).
>
None of the services provided undermine the general principles relating to auditor’s independence, including reviewing or
auditing the auditor’s own work, acting in a management capacity or a decision-making capacity for the Group, acting as
an advocate for the Group or jointly sharing economic risks and rewards.
64
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
FINANCIALS
GOVERNANCE
Remuneration Report
OVERVIEW
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:
2024
$000
2023
$000
Assurance services:
Auditing or review of financial statements
- PricewaterhouseCoopers Australia
1,798
1,500
- Network firms of PricewaterhouseCoopers Australia
4,152
4,364
5,950
5,864
Regulatory assurance and other required engagements by local regulations
- PricewaterhouseCoopers Australia
40
40
- Network firms of PricewaterhouseCoopers Australia
2,814
2,993
2,854
3,033
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors
- PricewaterhouseCoopers Australia
449
440
- Network firms of PricewaterhouseCoopers Australia
3,641
2,482
4,090
2,922
Other assurance related services
- PricewaterhouseCoopers Australia
-
-
- Network firms of PricewaterhouseCoopers Australia
-
22
-
22
Total assurance services fees
12,894
11,841
Other non-assurance services:
Taxation compliance services
- Network firms of PricewaterhouseCoopers Australia
172
188
172
188
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
5
21
5
21
Total
13,071
12,050
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
23 September 2024
65
Auditor’s Independence Declaration
As lead auditor for the audit of Computershare Limited for the year ended 30 June 2024, 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
Melbourne
Partner
PricewaterhouseCoopers
23 September 2024
AUDITOR’S INDEPENDENCE
DECLARATION
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.
66
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
FINANCIALS
OVERVIEW
Note
2024
$000
2023
$000
Revenue from continuing operations
Sales revenue
2,917,833
2,778,059
Interest received
53,485
29,346
Dividends received
1,493
1,491
Total revenue from continuing operations
2
2,972,811
2,808,896
Other income
2
5,693
9,782
Expenses from continuing operations
Direct services
1,715,118
1,621,952
Technology costs
367,600
366,664
Corporate services
67,113
56,216
Finance costs
3
134,659
102,377
Total expenses from continuing operations
2,284,490
2,147,209
Share of net profit/(loss) of associates and joint ventures accounted
for using the equity method
32
431
295
Profit before related income tax expense from continuing operations
694,445
671,764
Income tax expense/(credit)
6
201,275
188,511
Profit after income tax expense from continuing operations
493,170
483,253
Loss after income tax benefit from discontinued operations
9
(140,240)
(38,535)
Profit after tax for the year from continuing and discontinued operations
352,930
444,718
Other comprehensive income
Items that may be reclassified to profit or loss
Cash flow hedges and cost of hedging
(7,608)
(239,526)
Exchange differences on translation of foreign operations
(9,203)
(35,921)
Income tax relating to these items
6
(1,946)
73,852
Items that will not be reclassified to profit or loss
Defined benefit plan gain/(loss)
(5,685)
-
Income tax relating to this item
6
1,124
-
Total other comprehensive income for the year, net of tax
(23,318)
(201,595)
Total comprehensive income for the year
329,612
243,123
Profit for the year attributable to:
Members of Computershare Limited
352,624
444,744
Non-controlling interests
306
(26)
352,930
444,718
Total comprehensive income for the year attributable to:
Members of Computershare Limited
329,528
243,511
Non-controlling interests
84
(388)
329,612
243,123
Total comprehensive income for the year attributable to:
Continuing operations
469,852
281,658
Discontinued operations
(140,240)
(38,535)
329,612
243,123
Earnings per share for profit from continuing operations attributable to the members of Computershare Limited:
Basic earnings per share (cents per share)
4
82.33 cents 80.05 cents
Diluted earnings per share (cents per share)
4
82.15 cents 79.87 cents
Earnings per share for profit from discontinued operations attributable to the members of Computershare Limited:
Basic earnings per share (cents per share)
4
(23.43 cents) (6.38 cents)
Diluted earnings per share (cents per share)
4
(23.37 cents) (6.37 cents)
Earnings per share for profit attributable to the members of Computershare Limited:
Basic earnings per share (cents per share)
4
58.90 cents 73.67 cents
Diluted earnings per share (cents per share)
4
58.78 cents 73.50 cents
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
The above consolidated statement of comprehensive income is presented in United States dollars and should be read in conjunction with the accompanying notes.
67
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
Note
2024
$000
2023
$000
CURRENT ASSETS
Cash and cash equivalents
7
1,193,939
1,141,695
Other financial assets
18
108,622
98,973
Receivables
16
573,569
519,415
Loan servicing advances
17
-
318,727
Financial assets at fair value through profit or loss
14
60
10,226
Inventories
19
5,523
6,310
Current tax assets
40,297
9,303
Prepayments
62,680
59,332
Other current assets
20
2,514
9,464
Total current assets
1,987,204
2,173,445
NON-CURRENT ASSETS
Receivables
16
67,677
93,296
Investments accounted for using the equity method
32
8,539
8,344
Financial assets at fair value through profit or loss
14
32,911
54,115
Property, plant and equipment
21
147,106
140,266
Right-of-use assets
22
107,366
145,699
Deferred tax assets
6
220,423
238,575
Intangibles
10
2,546,935
3,291,996
Other non-current assets
20
458
649
Total non-current assets
3,131,415
3,972,940
Total assets
5,118,619
6,146,385
CURRENT LIABILITIES
Payables
23
570,760
544,242
Borrowings
15
-
593,864
Lease liabilities
22
29,043
35,934
Current tax liabilities
23,086
37,025
Financial liabilities at fair value through profit or loss
14
346
6,558
Provisions
24
50,078
43,616
Deferred consideration
25
2,043
1,084
Mortgage servicing related liabilities
26
-
30,042
Total current liabilities
675,356
1,292,365
NON-CURRENT LIABILITIES
Payables
23
21,823
19,130
Borrowings
15
1,655,294
1,764,003
Lease liabilities
22
101,415
140,213
Financial liabilities at fair value through profit or loss
14
471,773
469,748
Deferred tax liabilities
6
214,452
227,469
Provisions
24
29,903
23,377
Mortgage servicing related liabilities
26
-
69,098
Total non-current liabilities
2,494,660
2,713,038
Total liabilities
3,170,016
4,005,403
Net assets
1,948,603
2,140,982
EQUITY
Contributed equity
28
308,167
519,299
Reserves
29
(379,290)
(357,335)
Retained earnings
30
2,018,600
1,977,976
Total parent entity interest
27
1,947,477
2,139,940
Non-controlling interests
27
1,126
1,042
Total equity
1,948,603
2,140,982
The above consolidated statement of financial position is presented in United States dollars and should be read in conjunction with the accompanying notes.
68
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
FINANCIALS
OVERVIEW
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
Attributable to members of Computershare Limited
Total
Equity
$000
Note
Contributed
Equity
$000
Reserves
$000
Retained
Earnings
$000
Total
$000
Non-
controlling
Interests
$000
Total equity at 1 July 2023
519,299
(357,335)
1,977,976
2,139,940
1,042
2,140,982
Profit for the year
-
-
352,624
352,624
306
352,930
Cash flow hedges and cost of hedging
-
(7,608)
-
(7,608)
-
(7,608)
Exchange differences on translation of
foreign operations
-
(8,981)
-
(8,981)
(222)
(9,203)
Defined benefit gain/(loss)
24
-
(5,685)
-
(5,685)
-
(5,685)
Income tax (expense)/credits
6
-
(822)
-
(822)
-
(822)
Total comprehensive income for the year
-
(23,096)
352,624
329,528
84
329,612
Transactions with owners in their
capacity as owners:
Dividends provided for or paid
30
-
-
(312,000)
(312,000)
-
(312,000)
Cash purchase of shares on market
-
(28,852)
-
(28,852)
-
(28,852)
Share buy back
28
(211,132)
-
-
(211,132)
-
(211,132)
Share based remuneration
-
29,993
-
29,993
-
29,993
Balance at 30 June 2024
308,167
(379,290)
2,018,600
1,947,477
1,126
1,948,603
Total equity at 1 July 2022
519,299
(138,090)
1,776,767
2,157,976
1,430
2,159,406
Profit for the year
-
-
444,744
444,744
(26)
444,718
Cash flow hedges and cost of hedging
-
(239,526)
-
(239,526)
-
(239,526)
Exchange differences on translation of
foreign operations
-
(35,559)
-
(35,559)
(362)
(35,921)
Income tax (expense)/credits
6
-
73,852
-
73,852
-
73,852
Total comprehensive income for the year
-
(201,233)
444,744
243,511
(388)
243,123
Transactions with owners in their
capacity as owners:
Dividends provided for or paid
30
-
-
(243,535)
(243,535)
-
(243,535)
Cash purchase of shares on market
-
(49,433)
-
(49,433)
-
(49,433)
Share based remuneration
-
31,421
-
31,421
-
31,421
Balance at 30 June 2023
519,299
(357,335)
1,977,976
2,139,940
1,042
2,140,982
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
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2024
Note
2024
$000
2023
$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
3,199,161
3,177,472
Payments to suppliers and employees
(2,178,232) (2,263,313)
Loan servicing advances (net)
(2,179)
(22,611)
Dividends received from associates, joint ventures and equity
securities
1,767
4,770
Interest paid and other finance costs
(168,869)
(143,654)
Interest received
53,485
29,346
Income taxes paid
(176,169)
(181,012)
Net operating cash flows
7(b)
728,964
600,998
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities and businesses (net of cash acquired)
8
(37,135)
(9,628)
Proceeds from sale of controlled entities (net of cash disposed)
9
581,043
42,344
Proceeds from sale of associate
1,788
-
Proceeds from/(payments for) intangible assets including MSRs
(76,024)
(70,708)
Proceeds from/(payments for) investments
5,180
4,221
Payments for property, plant and equipment
(42,808)
(41,891)
Net investing cash flows
432,044
(75,662)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment for purchase of ordinary shares – share-based awards
(28,852)
(49,497)
Proceeds from borrowings
637,205
714,134
Repayment of borrowings
(1,157,679)
(783,012)
Loan servicing borrowings (net)
4,092
(5,062)
Dividends paid - ordinary shares (net of dividend reinvestment plan)
(273,643)
(213,809)
Purchase of ordinary shares - dividend reinvestment plan
(38,357)
(29,727)
Share buy-back
28
(211,132)
-
Lease principal payments
(36,998)
(43,699)
Net financing cash flows
(1,105,364)
(410,672)
Net increase/(decrease) in cash and cash equivalents held1
55,644
114,664
Cash and cash equivalents at the beginning of the financial year
1,141,695
1,030,765
Exchange rate variations on foreign cash balances
(3,400)
(3,734)
Cash and cash equivalents at the end of the year
1,193,939
1,141,695
1
Refer to note 9(e) which disaggregates cash balances attributable to the discontinued operation.
The above consolidated cash flow statement is presented in United States dollars and should be read in conjunction with the accompanying notes.
70
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | 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. Income tax expense and balances
7.
Notes to the consolidated cash flow statement
8. Business combinations
9.
Discontinued operations
10. Intangible assets
11. Impairment
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
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
71
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 2024 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
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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.
Discontinued Operations
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that
represents a separate major line of business or geographical area of operations. During the period, the US MS business was
disposed and this transaction met the requirements to be treated as a discontinued operation.
The results of discontinued operations are presented separately in the statement of profit or loss for both periods, causing
a restatement of prior year numbers to reflect the change in presentation. Notes to the profit and loss statement have also
been restated. The balance sheet and cash flow statement are not required to be restated, however, please refer to note 9 for
further information on the impact of the Group’s balance sheet and statement of cash flows by the discontinued operation.
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
Provision for income tax
6
Deferred tax assets
8
Accounting for business combinations
10
Intangibles – mortgage servicing rights
11
Impairment
14
Financial assets and liabilities at fair value through profit or loss
16
Other receivables – contingent consideration on disposal of KCC and US MS businesses
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.
73
Future accounting developments
In 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 amendment is not expected to have a material impact on the Group’s
financial statements.
The AASB has made amendments to AASB 121 “The Effects of Changes in Foreign Exchange Rates” to help entities to
determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not.
The changes are applicable for annual reporting periods on or after 1 January 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.
Other
In June 2023, the International Sustainability Standards Board (ISSB) released its first two sustainability disclosure standards:
(a) IFRS S1 ‘General Requirements for Disclosure of Sustainability-related Financial Information’, and
(b) IFRS S2 Climate-related Disclosures (Climate standard).
IFRS S1 and IFRS S2 are effective for annual reporting periods beginning on or after 1 January 2024, with early adoption
permitted, subject to the adoption of the standards by local jurisdictions.
On 9 September 2024 the Australian Parliament passed amendments both to the Corporations Act and the Australian
Securities and Investment Commission Act 2001 (‘ASIC Act’). The amendments require certain entities that lodge financial
reports under Chapter 2M of the Corporations Act and/or are required to report under the National Greenhouse and Energy
Reporting Act 2007 (‘NGER Act’) to make annual climate-related financial disclosures.
Computershare Limited will be required to prepare climate-related financial disclosures which will be assured by the entity’s
external auditor. The Auditing and Assurance Standards Board (AUASB) will set out a pathway for phasing in reasonable
assurance requirements over time, commencing with limited assurance of Scope 1 and 2 emissions disclosures from periods
starting 1 January 2025 (for Group 1) to reasonable assurance over all climate disclosures for periods starting on or after
1 July 2030.
Australian Sustainability Reporting Standards
There are currently three draft Australian Sustainability Reporting Standards for which an Exposure Draft (‘ED SR1’) was
released in October 2023 by the AASB:
>
Draft ASRS 1 General Requirements for Disclosure of Climate-related Financial Information (based on IFRS S1 General
Requirements for Disclosure of Sustainability-related Financial Information with a scope limitation to climate- related
financial disclosures);
>
Draft ASRS 2 Climate-related Financial Disclosures (based on IFRS S2 Climate-related Disclosures); and
>
Draft ASRS 101 References in Australian Sustainability Reporting Standards, developed as a service standard that would
be updated periodically to list the relevant versions of any non-legislative documents published in Australia and foreign
documents that are referenced in ASRS Standards.
The core content currently proposed by the AASB within ED SR1 aligns with the four-pillars approach included in the IFRS
Sustainability Disclosure Standards issued by the International Sustainability Standards Board (ISSB).
If the proposals are introduced as drafted, implementation shall occur via a three-phased approach, with Computershare
falling within Group 1, meaning that disclosures shall apply for the financial year ended 30 June 2026. Currently, the proposed
disclosures include climate risk impact on governance, business model, strategy, risk management, and performance and
prospects, and shall be included in a separate section of the Annual Report.
OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules. Refer to note 6(f) for more information.
74
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
2. REVENUE AND OTHER INCOME
2024
$000
2023
$000
Sales revenue from continuing operations
Core fees
1,520,564
1,492,443
Transactional fees
440,987
354,520
Event fees
175,584
208,266
Margin income
780,698
722,830
Revenue from contracts with customers
2,917,833
2,778,059
Dividends received
1,493
1,491
Interest received
53,485
29,346
Total revenue from continuing operations
2,972,811
2,808,896
Other income from continuing operations
Gain on disposal of Milestone Group Pty Ltd1
-
4,074
Gain on disposal of Private Capital Solutions client accounts
-
190
Rent received
1,267
1,335
Other
4,426
4,183
Total other income from continuing operations
5,693
9,782
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
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 at times provides services on an ad-hoc basis over the contract period, where those services do not form a part
of a stand-ready obligation (eg, 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.
75
Corporate actions and stakeholder relationship management
For corporate actions, stakeholder relationship management 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.
76
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
3. EXPENSES
Profit before tax from continuing operations includes the following specific expenses:
2024
$000
2023
$000
Depreciation and amortisation from continuing operations
Depreciation of property, plant and equipment
34,811
32,916
Depreciation of right-of-use assets
30,524
38,857
Total depreciation
65,335
71,773
Amortisation of intangible assets
96,829
99,352
Total depreciation and amortisation from continuing operations
162,164
171,125
Finance costs from continuing operations
Interest expense
Borrowings and derivatives
125,780
93,503
Lease liabilities
6,455
6,273
Loan facility fees and other borrowing expenses
2,424
2,601
Total finance costs from continuing operations
134,659
102,377
Other operating expense items
Technology spending - research and development
136,877
142,213
Employee entitlements (excluding superannuation and other pension) expense
1,153,484
1,113,477
Superannuation and other pension expenses
58,890
55,396
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
Profit before tax from continuing operations includes the following individually significant expenses. Further information is
included in note 4.
Individually significant items
Acquisition related integration expenses
114,259
106,383
Contingent consideration re-measurement
28,000
-
Acquisition and disposal related expenses
4,598
6,679
Initial loss on disposal of KCC
-
13,643
Impairment of assets
-
25,164
Depreciation and amortisation
Refer to notes 10, 21 and 22 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. For defined contribution
plans, the Group has no further payment obligations once the contributions have been paid. The contributions are recognised
as expenses when they become payable. For the accounting policy for defined benefit plans, please refer to note 24.
77
4. EARNINGS PER SHARE
2024
$000
2023
$000
Earnings per share (cents per share) from continuing operations
Basic EPS
82.33 cents
80.05 cents
Diluted EPS
82.15 cents
79.87 cents
Earnings per share (cents per share) from discontinued operations
Basic EPS
(23.43 cents)
(6.38 cents)
Diluted EPS
(23.37 cents)
(6.37 cents)
Year ended 30 June 2024
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
Earnings per share (cents per share)
58.90 cents
58.78 cents
118.33 cents
118.07 cents
Reconciliation of earnings
$000
$000
$000
$000
Profit for the year
352,930
352,930
352,930
352,930
Non-controlling interest (profit)/loss
(306)
(306)
(306)
(306)
Add back management adjustment items (see below)
-
-
355,740
355,740
Net profit attributable to the members of Computershare Limited
352,624
352,624
708,364
708,364
Weighted average number of ordinary shares used as denominator in
calculating earnings per share
598,649,609
599,928,830
598,649,609
599,928,830
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
$000
$000
$000
$000
Profit for the year
444,718
444,718
444,718
444,718
Non-controlling interest (profit)/loss
26
26
26
26
Add back management adjustment items (see below)
-
-
207,320
207,320
Net profit attributable to the members of Computershare Limited
444,744
444,744
652,064
652,064
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
Reconciliation of weighted average number of shares used as the denominator:
2024
Number
2023
Number
Weighted average number of ordinary shares used as the denominator
in calculating basic earnings per share
598,649,609
603,729,336
Adjustments for calculation of diluted earnings per share:
Share appreciation rights
-
549,955
Performance rights
1,279,221
820,448
Weighted average number of ordinary shares and potential ordinary shares
used as the denominator in calculating diluted earnings per share
599,928,830
605,099,739
78
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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 excludes 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 2024 management adjustment items include the following:
Gross
$000
Tax effect
$000
Net of tax
$000
Amortisation
Amortisation of intangible assets
(94,593)
24,133
(70,460)
Acquisitions and disposals
Loss on sale of US MS
(184,605)
55,196
(129,409)
Acquisition related integration expenses
(114,259)
29,041
(85,218)
Contingent consideration remeasurement
(28,000)
7,497
(20,503)
Acquisition and disposal related expenses
(4,598)
1,225
(3,373)
Other
Major restructuring costs
(64,034)
16,979
(47,055)
Marked to market adjustments – derivatives
391
(113)
278
Total management adjustment items
(489,698)
133,958
(355,740)
Management adjustment items net of tax for the year ended 30 June 2024 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 2024 was $70.5 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.1
Acquisitions and disposals
>
Disposal of the US MS business resulted in a management adjusted net loss of $129.4 million1. Refer to note 9 for more
information on the discontinued operation.
>
Acquisition-related integration expenses were associated mainly with the integration of the Corporate Trust business
($57.4 million) and the ongoing integration of Equatex including a rollout of the previously acquired software
($26.2 million).
>
An adjustment to contingent consideration related to the prior period’s sale of KCC resulted in an after-tax loss of
$20.5 million.
>
Disposal and acquisition related expenses resulted in a net loss of $3.4 million. This was mainly due to final disposal
accounting adjustments associated with the sale of KCC recorded in the current reporting period.
1
Although amortisation of MSRs in the US MS business ceased at the time this business was classified as held for sale in October 2023, for management
reporting we have included MSR amortisation up to the 1 May 2024 disposal date as a charge against earnings. This reduced the management adjusted loss
on disposal by $50.0 million before tax ($35.2 million after tax) compared to the statutory result.
79
Other
>
Costs of $47.1 million were incurred in respect of major restructuring programmes spanning several years. These include
a new business-wide cost-out program, the implementation of new global enterprise resource planning (ERP) and human
capital management (HCM) platforms, Issuer Services digitisation, 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 loss of
$0.3 million.
For the year ended 30 June 2023 management adjustment items include the following:
Gross
$000
Tax effect
$000
Net of tax
$000
Amortisation
Amortisation of intangible assets
(96,205)
25,535
(70,670)
Acquisitions and disposals
Acquisition related integration expenses
(106,383)
27,801
(78,582)
Acquisition and disposal related expenses
(6,679)
1,766
(4,913)
Loss on disposal of KCC
(13,643)
7,228
(6,415)
Gain on other disposals
1,742
(253)
1,489
Contingent consideration remeasurement
4,074
(1,222)
2,852
Other
Major restructuring costs
(39,742)
10,466
(29,276)
Marked to market adjustments – derivatives
1,001
(307)
694
Impairment of assets
(25,164)
2,665
(22,499)
Total management adjustment items
(280,999)
73,679
(207,320)
5. SEGMENT INFORMATION
In accordance with AASB 8 Operating Segments, the Group has identified its operating segments to be the following global
business lines:
>
Issuer Services
>
Global Corporate Trust
>
Employee Share Plans & Voucher Services
>
Mortgage Services & Property Rental Services
>
Communication Services & Utilities
>
Business Services
>
Technology Services & Operations
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate
governance and related services. Global Corporate Trust comprises trust and agency services in connection with the
administration of debt securities in the US and the legacy corporate trust operations in Canada and the US. 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.
Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy
deposit protection services in the UK. Communication Services and Utilities operations comprise document composition
and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Business Services comprised
the claims administration business, which ceased operating on disposal of the KCC business in the prior period. Technology
Services & Operations includes the provision of software specialising in share registry, financial services, operations and
shared services functions as well as the provision of the KCC business TSA.
The operating segments presented reflect the manner in which the Group is internally managed and the financial information
reported to the chief operating decision maker (CEO). The Group has determined the operating segments based on
the reports reviewed by the CEO that are used to make strategic decisions and assess performance. The key segment
performance measure is based on management adjusted earnings before interest and tax (management adjusted EBIT).
80
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
From 1 July 2023, the following changes were made to the operating segments, which reflect the manner in which the Group
is internally managed and the way financial information is reported to the chief operating decision-maker:
>
The legacy Corporate Trust business (previously included within Business Services) has been consolidated into the Global
Corporate Trust segment.
>
Operations has been moved from Issuer Services into Technology, and this segment has been renamed to Technology
Services & Operations.
>
The provision of the KCC Business TSA has moved into Technology Services & Operations (previously included within
Business Services).
>
Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity is
external revenue. This excludes activity within an operating segment.
The comparative disclosures have been adjusted to align with this new reporting structure.
OPERATING SEGMENTS
Issuer
Services
$000
Global
Corporate
Trust
$000
Employee
Share Plans
& Voucher
Services
$000
Mortgage
Services &
Property
Rental
Services1
$000
Communi-
cation
Services &
Utilities
$000
Business
Services
$000
Technology
Services &
Operations
$000
Total
$000
June 2024
Total segment revenue
and other income
1,211,253
936,330
458,482
499,677
340,199
-
18,726
3,464,667
Intersegment revenue
-
-
-
-
(155,180)
-
-
(155,180)
External revenue and
other income
1,211,253
936,330
458,482
499,677
185,019
-
18,726
3,309,487
Revenue by geography:
Asia
68,118
-
46,229
-
-
-
9
114,356
Australia & New Zealand
115,220
-
15,756
72,283
-
1,886
205,145
Canada
112,187
87,909
20,101
-
10,671
-
799
231,667
Continental Europe
70,077
-
796
-
26,567
-
15
97,455
UK, Channel Islands,
Ireland & Africa
141,444
-
312,681
167,800
11,246
-
5,332
638,503
United States
704,207
848,421
62,919
331,878
64,251
-
10,685
2,022,361
1,211,253
936,330
458,482
499,678
185,018
-
18,726
3,309,487
Management adjusted EBIT
447,243
479,450
183,241
53,512
22,595
-
(37,270)
1,148,771
June 2023
Total segment revenue
and other income
1,090,368
957,851
351,740
548,832
318,954
94,907
5,353
3,368,005
Intersegment revenue
-
-
-
-
(152,096)
-
-
(152,096)
External revenue and
other income
1,090,368
957,851
351,740
548,832
166,858
94,907
5,353
3,215,909
Revenue by geography:
Asia
75,669
-
43,166
-
-
-
30
118,865
Australia & New Zealand
118,388
-
13,061
-
73,866
-
723
206,038
Canada
104,959
84,280
17,942
-
9,666
9,718
524
227,089
Continental Europe
58,491
-
6,880
-
25,181
-
7
90,559
UK, Channel Islands,
Ireland & Africa
132,388
-
212,124
145,263
9,330
3,849
2,783
505,737
United States
600,473
873,571
58,567
403,569
48,815
81,340
1,286
2,067,621
1,090,368
957,851
351,740
548,832
166,858
94,907
5,353
3,215,909
Management adjusted EBIT
382,702
521,894
102,506
23,924
20,394
10,709
(29,600)
1,032,529
1
Refer to Note 9 Discontinued Operations
81
Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income.
Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity
is external revenue. This excludes activity within an operating segment. Sales between segments are at normal commercial
rates and are eliminated on consolidation.
Segment revenue reconciles to total revenue from continuing and discontinued operations as follows:
2024
$000
2023
$000
Total operating segment revenue and other income from continuing and discontinued operations
3,464,667
3,368,005
Intersegment eliminations
(155,180)
(152,096)
Other income
(13,160)
(19,834)
Corporate revenue
1,494
4,770
Total revenue from continuing and discontinued operations
3,297,821
3,200,845
Continuing operations
2,972,811
2,808,896
Discontinued operations
325,010
391,949
Total revenue from continuing and discontinued operations
3,297,821
3,200,845
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:
2024
$000
2023
$000
Management adjusted EBIT
1,148,771
1,032,529
Management adjustment items (before related income tax effect):
Loss on sale of US MS (note 9)
(184,605)
-
Acquisition related integration expenses
(114,259)
(106,383)
Amortisation of acquisition related intangible assets
(94,593)
(96,205)
Major restructuring costs
(64,034)
(39,742)
Contingent consideration remeasurement
(28,000)
4,074
Acquisition and disposal related expenses
(4,598)
(6,679)
Marked to market adjustments – derivatives
391
1,001
Impairment of assets
-
(25,164)
Initial loss on disposal of KCC
-
(13,643)
Gain on other disposal
-
1,742
Total management adjustment items (note 4)
(489,698)
(280,999)
Finance costs
(162,976)
(133,839)
Profit before income tax from continuing and discontinued operations
496,097
617,691
Continuing operations
694,445
671,764
Discontinued operations
(198,348)
(54,073)
Profit before income tax from continuing and discontinued operations
496,097
617,691
82
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Geographical Information
Geographical allocation
of external revenue
from continuing and
discontinued operations
Geographical allocation
of non-current assets
2024
$000
2023
$000
2024
$000
2023
$000
Australia
194,692
196,130
167,375
172,192
United Kingdom
446,763
361,876
233,472
183,502
United States1
2,015,240
2,056,514
1,850,599
2,686,115
Canada
231,604
227,022
139,033
143,574
Hong Kong
114,240
118,551
64,217
66,223
Switzerland
122,604
92,636
345,043
357,533
Other countries
172,678
148,116
78,342
71,122
Total
3,297,821
3,200,845
2,878,081
3,680,261
1
Refer to Note 9 Discontinued Operations
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 $3,103.1 million (2023: $3,004.7 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 $2,710.7 million
(2023: $3,508.1 million).
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
2024
$000
2023
$000
Current tax expense
Current tax expense
140,323
209,828
Under/(over) provided in prior years
3,264
(1,486)
Total current tax expense
143,587
208,342
Deferred tax expense/ (credit)
Decrease/(increase) in deferred tax assets
44,799
(9,923)
(Decrease)/increase in deferred tax liabilities
(45,218)
(25,446)
Total deferred tax expense/(credit)
(419)
(35,369)
Total income tax expense from continuing and discontinued operations
143,168
172,973
83
(b) Numerical reconciliation of income tax expense to prima facie tax payable
2024
$000
2023
$000
Profit before income tax from continuing operations
694,445
671,764
Profit before income tax from discontinued operations
(198,348)
(54,073)
Profit before income tax from continuing and discontinued operations
496,097
617,691
The tax expense for the financial year differs from the amount calculated on the profit.
The differences are reconciled as follows:
Prima facie income tax expense thereon at 30%
148,829
185,307
Variation in tax rates of foreign controlled entities
(11,815)
(23,808)
Tax effect of permanent differences:
Withholding tax not creditable
9,161
7,617
Effect of changes in tax rates and laws
(4,040)
455
Prior year tax (over)/under provided
3,264
(1,486)
Disposal of US MS
357
-
Non-deductible asset impairments
-
3,440
Disposal of KCC
-
(3,328)
Capital gain on internal reorganisation
-
2,581
Net other
1,815
708
Additional taxes and credits:
Foreign tax credit utilisation
(4,817)
-
US State Franchise tax
414
1,487
Income tax expense from continuing and discontinued operations
143,168
172,973
Continuing operations
201,275
188,511
Discontinued operations
(58,107)
(15,538)
Income tax expense from continuing and discontinued operations
143,168
172,973
(c) Amounts recognised directly in equity
Deferred tax – share-based remuneration
3,141
(6)
3,141
(6)
(d) Tax credit/(expense) relating to items of other comprehensive income
Cash flow hedges
2,130
71,228
Net investment hedges
(4,076)
2,624
Defined benefit plans
1,124
-
(822)
73,852
(e) Unrecognised tax losses
As at 30 June 2024, companies within the consolidated entity had estimated unrecognised tax losses of $1.0 million
(2023: $0.03 million) available to offset against future years’ taxable income.
(f) OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted where the Group
operates, including in the UK, Canada and Ireland, and is set to come into effect in Australia in the next financial year.
Since the Pillar Two legislation was not effective at the reporting date, the Group has no related current tax exposure.
The Group applies the exception to recognising and disclosing information about deferred tax assets and liabilities related to
Pillar Two income taxes, as provided in the Amendments to AASB 112 issued in June 2023.
Under the legislation, the Group is liable to pay a top-up tax for the difference between the Global Anti Base Erosion (GloBE)
effective tax rate for each jurisdiction and the 15% minimum rate.
The Group is in the process of undertaking the necessary analysis in preparation for complying with the Pillar Two Model
rules for the income year ending on 30 June 2025. Based on indicative transitional safe harbour modelling analysis derived
from prior year financial information the group has identified potential exposure to Pillar Two top up taxes in relation to its
operations in Ireland, Jersey and Guernsey. However, no material exposure has been identified.
84
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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
2024
$000
2023
$000
The balance comprises temporary differences attributable to:
Tax losses
3,591
11,573
Employee benefits
11,908
11,808
Deferred revenue
11,084
5,720
Doubtful debts
1,928
2,890
Provisions
11,856
17,097
Finance leases
24,872
35,025
Other creditors & accruals
15,578
10,659
Financial instruments and foreign exchange
170,877
163,597
Share based remuneration
10,057
11,681
Intangibles
33,202
36,966
Mortgage servicing related liabilities
-
27,095
Other
4,470
6,519
Total deferred tax assets
299,423
340,630
Set-off of deferred tax liabilities pursuant to set-off provisions
(79,000)
(102,055)
Net deferred tax assets
220,423
238,575
Movements during the year
Opening balance at 1 July
238,575
137,752
Currency translation difference
1,274
(3,086)
Credited/(charged) to profit or loss
(44,799)
9,923
Credited/(charged) to equity
3,141
(6)
Credited/(charged) to other comprehensive income
(822)
73,852
Set-off of deferred tax liabilities
23,054
20,140
Closing balance at 30 June
220,423
238,575
The total deferred tax assets expected to be recovered after more than 12 months amounts to $234.8 million
(2023: $273.7 million).
85
Deferred tax liabilities
2024
$000
2023
$000
The balance comprises temporary differences attributable to:
Goodwill
187,743
208,642
Intangible assets
32,721
42,554
Right-of-use assets
22,168
30,718
Financial instruments and foreign exchange
31,560
28,333
Property, Plant & Equipment
7,551
6,151
Other
11,709
13,126
Total deferred tax liabilities
293,452
329,524
Set-off of deferred tax assets pursuant to set-off provisions
(79,000)
(102,055)
Net deferred tax liabilities
214,452
227,469
Movements during the year:
Opening balance at 1 July
227,469
232,033
Currency translation difference
(59)
742
Charged/(credited) to profit or loss
(45,218)
(25,446)
Set-off of deferred tax assets
23,054
20,140
Arising from acquisitions/(disposals)
9,206
-
Closing balance at 30 June
214,452
227,469
The total deferred tax liabilities expected to be settled after more than 12 months amount to $291.9 million
(2023: $314.0 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.
86
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | 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:
2024
$000
2023
$000
Shown as cash and cash equivalents in the consolidated statement of financial position
1,193,939
1,141,695
Cash and cash equivalents in the consolidated cash flow statement
1,193,939
1,141,695
(b) Reconciliation of net profit after tax to cash flows from operating activities
Net profit after income tax
352,930
444,718
Adjustments for:
Depreciation and amortisation
183,109
280,012
Net (gain)/loss on disposal of US MS
234,609
-
Net (gain)/loss from disposal of other controlled entities
3,939
11,958
Net (gain)/loss on asset disposals and revaluation of assets
-
(10,730)
Share of net (profit)/loss of associates and joint ventures accounted for using equity method
(431)
(295)
Amortisation of USD senior note fair value adjustment to interest expense
(13,461)
(14,972)
Employee benefits – share based expense
34,746
32,916
Impairment of assets
-
25,164
Fair value adjustments
(5,641)
(1,001)
Contingent consideration remeasurement
28,000
(4,074)
Changes in assets and liabilities:
(Increase)/decrease in receivables
(68,629)
(74,004)
(Increase)/decrease in inventories
761
(1,067)
(Increase)/decrease in loan servicing advances
(2,179)
(22,611)
(Increase)/decrease in other current assets
1,956
(9,550)
Increase/(decrease) in payables and provisions
12,256
(47,427)
Increase/(decrease) in tax balances
(33,001)
(8,039)
Net cash and cash equivalents from operating activities
728,964
600,998
(c) Reconciliation of liabilities arising from financing activities
Current
borrowings
$000
Non-current
borrowings
$000
Current lease
liabilities
$000
Non-current
lease
liabilities
$000
Cross
currency
swap
$000
Total
$000
Opening balance at 1 July 2023
593,864
1,764,003
35,934
140,213
(2,516)
2,531,498
Cash flows
(220,000)
(296,381)
(36,998)
-
887
(552,492)
Non-cash changes:
Acquisitions of businesses
-
-
2,116
-
-
2,116
Additions
-
-
6,257
21,684
-
27,941
Fair value adjustments
3,518
4,515
-
-
1,629
9,662
Transfers and other
(191,126)
191,126
25,830
(25,830)
-
-
Disposal of US MS
(190,348)
-
(4,089)
(36,464)
-
(230,901)
Currency translation difference
4,092
(7,969)
(7)
1,812
-
(2,072)
Balance at 30 June 2024
-
1,655,294
29,043
101,415
- 1,785,752
(d) Acquisitions and disposals of businesses
For details of businesses acquired during the year and related cash flows refer to note 8. For details of the disposal of the
US MS business refer to note 9.
87
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.
On 1 December 2023, the Group acquired the UK/European employee share plan business of Solium Capital UK, a member
of the Morgan Stanley group, for a cash consideration of $36 million and a contingent consideration of $2.1 million. 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.
Details of the acquisition are as follows:
$000
Cash consideration
36,037
Contingent consideration
2,060
Total purchase consideration
38,097
Less fair value of identifiable net assets acquired
(27,275)
Provisional goodwill on consolidation
10,822
Assets and liabilities arising from this acquisition are as follows:
Fair value
$000
Right-of-use assets
2,116
Intangible assets
36,824
Lease Liabilities
(2,116)
Provisions
(343)
Deferred tax liabilities
(9,206)
Net assets
27,275
Purchase consideration:
Inflow/(outflow) of cash to acquire the entities, net of cash acquired:
$000
Cash consideration
36,037
Net inflow/(outflow) of cash
36,037
BNY Trust Company of Canada
On 26 April 2024, the Group announced the planned acquisition of the BNY Trust Company of Canada, provider of trust and
agency services to local issuers, corporations, banks, asset managers and government entities, for cash consideration of
$63.7 million.
This acquisition remains subject to customary closing conditions, with completion expected to take place in the second
quarter of FY25.
SunDoc Filings
Acquisition accounting for the SunDoc Filings (“SunDoc”) business combination has been finalised in the current reporting
period. Intangible assets of $5.4 million were recognised and adjusted out of goodwill in the current reporting period.
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.
88
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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.
9. DISCONTINUED OPERATIONS
a) Background
On 1 May 2024, the Group disposed of the US MS business, which was based in North America and formed a part of the
Mortgage Services & Property Rental Services segment. Under the terms of the sale, Computershare received a base
consideration of $689.3 million with an estimated deferred consideration receivable of $17.4 million.
US MS has been reported in the current period as a discontinued operation. The associated assets and liabilities were
classified as held for sale at 31 December 2023 in accordance with IFRS 5 – Non-current Assets Held for Sale and Discontinued
Operations. Financial information related to the discontinued operation is set out below:
b) Financial performance
30 June
2024
$000
30 June
2023
$000
Total revenue
325,010
391,949
Other income
6,922
11,909
Total expenses
(295,671)
(457,931)
Profit/(loss) before tax
36,261
(54,073)
Income tax (expense)/benefit
(11,911)
15,538
Profit/(loss) after tax
24,350
(38,535)
Loss on sale of subsidiaries before tax1
(234,609)
-
Income tax (expense)/benefit
70,019
-
Loss on sale of subsidiaries after tax
(164,590)
-
Loss after income tax from discontinued operations
(140,240)
(38,535)
1
The loss on sale includes the amount that was booked as a write-down of the carrying amount ($164.3 million) of this business to the estimated fair value
less cost of disposal in December 2023. The total loss on sale is impacted unfavourably by the fact that the amortisation of associated MSRs and fixed assets
ceased when this business was classified as held-for-sale in October 2023 due to accounting standard requirements. The MSR amortisation charge that would
have otherwise been incurred up to the disposal date amounts to $50.0 million before tax.
89
c) Details of the sale of the subsidiaries
Details of the disposal are as follows:
$000
Cash consideration
689,256
Deferred consideration
17,439
Total consideration
706,695
Less:
Carrying amount of net assets disposed
(906,936)
Transaction and other costs
(34,368)
Gain/(loss) on disposal before income tax
(234,609)
Income tax (expense)/benefit
70,019
Gain/(loss) on disposal after income tax
(164,590)
Deferred consideration of $17.4 million represents the present value of the Group’s estimate of the probability-weighted
discounted cash inflows that will be received. Deferred consideration relates to amounts that are subject to a formal review
of completion accounts and post-closing true up processes and are expected to be finalised by December 2024. The estimate
of deferred consideration receivable has been recognised as a current asset in the statement of financial position at 30 June
2024.
d) Carrying amount of assets and liabilities as at date of sale
Assets
Cash and cash equivalents
83,104
Receivables
24,431
Loan servicing advances
320,590
Property, plant and equipment
3,075
Right-of-use assets
36,732
Intangibles1,2
749,312
Financial assets at fair value through profit or loss
25,071
Other assets
1,897
Total assets
1,244,212
Liabilities
Payables
14,250
Borrowings
190,348
Lease liabilities
40,553
Provisions
1,406
Mortgage servicing related liabilities
90,719
Total Liabilities
337,276
Net Assets
906,936
1
Includes MSRs of $620.7 million
2 $108.7 million of goodwill and $55.6 million of other intangibles were impaired in December 2023 and are included in the loss on sale amount in note 9(b).
A relative fair value calculation was used in determining the allocation of goodwill to businesses within the Mortgage Services &
Property Rental Services segment during the period, and all goodwill allocated to US MS was disposed ($108.7 million pre-tax).
e) Cash flows from discontinued operations
30 June
2024
$000
30 June
2023
$000
Net operating cash flows
22,011
45,790
Net investing cash flows1
504,042
(63,515)
Net financing cash flows
2,322
(8,778)
Total cash generated by discontinued operations
528,375
(26,503)
1 FY24 includes a cash inflow of $577.8 million from the sale of the business.
90
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
10. INTANGIBLE ASSETS
Goodwill
$000
Customer
contracts and
relationships
$000
Mortgage
Servicing
Rights5
$000
Other3
$000
Total
$000
At 1 July 2023
Opening cost
1,912,824
1,314,367
1,299,809
99,759
4,626,759
Opening accumulated amortisation
-
(532,437)
(731,849)
(70,477) (1,334,763)
Opening net book amount
1,912,824
781,930
567,960
29,282
3,291,996
Additions (net of adjustments and reclassifications)1
5,382
42,264
80,391
3,836
131,873
Disposals
(108,743)
(16,419)
(620,700)
(3,450)
(749,312)
Amortisation charge2,4,6
-
(91,555)
(27,651)
(5,697)
(124,903)
Currency translation difference
(1,960)
(574)
-
(185)
(2,719)
Closing net book amount
1,807,503
715,646
-
23,786
2,546,935
At 30 June 2024
Cost
1,807,503
1,326,448
-
84,927
3,218,878
Accumulated amortisation
-
(610,802)
-
(61,141)
(671,943)
Closing net book amount
1,807,503
715,646
-
23,786
2,546,935
At 1 July 2022
Opening cost
1,984,210
1,335,262
1,236,312
95,917
4,651,701
Opening accumulated amortisation
-
(449,322)
(607,234)
(58,418) (1,114,974)
Opening net book amount
1,984,210
885,940
629,078
37,499
3,536,727
Additions (net of adjustments and reclassifications)1
9,642
921
169,405
113
180,081
Disposals
(89,764)
(15,866)
(94,642)
(1,197)
(201,469)
Amortisation charge2,5,6
-
(93,296)
(135,881)
(8,001)
(237,178)
Impairment charge
(10,377)
(6,219)
-
(5,551)
(22,147)
Currency translation difference
9,372
4178
-
822
14,372
Other3
9,741
6,272
-
5,597
21,610
Closing net book amount
1,912,824
781,930
567,960
29,282
3,291,996
At 30 June 2023
Cost
1,912,824
1,314,367
1,299,809
99,759
4,626,759
Accumulated amortisation
-
(532,437)
(731,849)
(70,477) (1,334,763)
Closing net book amount
1,912,824
781,930
567,960
29,282
3,291,996
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 Other intangible assets include intellectual property, licences, software and brands.
4 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.
5 Mortgage servicing rights were disposed of as part of the US MS business on 1 May 2024.
6 Amortisation charge for continuing and discontinued operations. Amortisation for continuing operations is $96.8 million (2023: $99.4 million).
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable
assets acquired. Goodwill is carried at cost less accumulated impairment losses and is tested for impairment annually or more
frequently, if events or changes in circumstances indicate that it might be impaired. On disposal or termination of a previously
acquired business, any associated goodwill is included in the determination of profit or loss on disposal.
The acquired goodwill can be attributed to the expected future cash flows of the acquired businesses associated with the
collective experience of management and staff and the synergies expected to be achieved as a result of full integration
into the Computershare Group. Where acquisitions have been made during the period, the Group has 12 months from
the acquisition date in which to finalise the accounting, including calculation of goodwill. Until finalisation of acquisition
accounting within the 12-month period, provisional amounts are included in the consolidated results.
91
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 for the interest-sensitive portfolio and nine years for
the non interest-sensitive portfolio. These balances were disposed as part of the sale of the US MS business in May 2024.
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. The amortisation for the mortgage servicing rights ceased in October 2023 as the US MS sale agreement was
signed and the assets of the US MS business moved to held for sale classification.
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 MSRs) are determined by comparing proceeds with carrying
amount. These are included in 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.
92
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
The carrying amount of goodwill is allocated to the following groups of CGU’s constituting most of the Group’s operating segments:
30 June
2024
$000
30 June
2023
$000
Communication Services and Utilities
113,332
113,888
Global Corporate Trust1
203,267
130,414
Employee Share Plans
412,440
400,848
Issuer Services
1,027,934
1,033,120
Legacy Corporate Trust1
-
74,883
Mortgage Services and Property Rental Services2
50,530
159,671
1,807,503
1,912,824
1
The legacy ‘Corporate Trust’ business has been consolidated into the ‘Global Corporate Trust’ segment from 1 July 2023.
2 Refer to Note 9 Discontinued Operations. Segment consists of the UK Mortgage Servicing and UK Property Rental businesses after the sale of the
US MS business in May 2024.
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.
Mortgage Services and Property Rental Services
$108.7 million of goodwill relating to the US MS business was impaired in December 2023. This was based on a relative fair
value calculation to determine the allocation of goodwill to businesses within the Mortgage Servicing and Property Rental
Services segment.
Refer to note 9 for more information on the sale of the US MS business. The impairment is included in the disclosed loss on
sale calculation.
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:
2024
2023
2024
2023
Communication Services
and Utilities
2.0%
2.1%
Communication Services
and Utilities
11.2%
10.1%
Employee Share Plans
1.7%
1.8%
Employee Share Plans
9.2%
9.1%
Issuer Services
2.0%
2.1%
Issuer Services
10.7%
10.0%
Global Corporate Trust1
2.0%
2.0%
Global Corporate Trust1
10.8%
10.0%
Mortgage Services and
Property Rental Services
2.0%
2.0%
Mortgage Services and
Property Rental Services
8.3%
8.2%
1
The legacy ‘Corporate Trust’ business has been consolidated into the ‘Global Corporate Trust’ segment from 1 July 2023.
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.
93
12. HEDGE ACCOUNTING
The Group applies hedge accounting as follows:
Fair value hedge
Cash flow hedge
Hedge of net investment in
foreign operations
Nature of
hedge
The hedge of fair value risk
of a financial liability.
The hedge of a highly probable forecast transaction.
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
method
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.
Accounting
treatment for
the hedging
instrument
Fair value through the
income statement.
Fair value through the cash
flow hedge reserve and then
recognised in the income
statement at the time at
which the hedged item
affects the income statement
for the hedged risk.
Fair value through the cash
flow hedge reserve and then
recognised in the income
statement at the time at
which the hedged item
affects the income statement
for the hedged risk.
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.
Accounting
treatment
for the
hedged item
Carrying value adjusted
for changes in fair value
attributable to the hedged
risk; fair value through the
income statement.
Accounted for under other
accounting standards
(revenue).
Accounted for under other
accounting standards
(foreign exchange).
Foreign exchange gains and
losses are recognised in the
Group’s foreign currency
translation reserve.
Accounting
treatment
for hedge
ineffectiveness
Recognised in the income
statement to the extent that
changes in fair value of the
hedged item attributable to
the hedged risk are not offset
by changes in fair value of
the hedging instrument.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms,
the change in the fair value
of the hedged item.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms,
the change in the fair value
of the hedged item.
Recognised in the income
statement to the extent to
which changes in fair value
of the hedging instrument
exceed, in absolute terms,
the change in the fair value
of the hedged item.
Accounting
treatment if
the hedge
relationship is
discontinued
Where the hedged item still
exists, adjustments to the
hedged item are amortised to
the income statement on an
effective interest rate basis.
The gain or loss remains 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.
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.
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.
94
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Hedging instruments
The following table details the hedging instruments, nature of hedged risks, as well as the notional and the carrying amount
of derivative financial instruments and, in the case of net investment hedges, the notional of foreign denominated debt
issued, for each type of hedge relationship. The maturity profile for the hedging instruments’ notional amounts is reported
based on their contractual maturity. Designated cross-currency swaps for foreign exchange risk are included as a single
notional amount per derivative.
Hedging
Instrument
Risk
Notional
Carrying
amount
2024
Less than
3 months
$000’s
3 to 12
months
$000’s
1 to 5
years
$000’s
Over
5 years
$000’s
Total
$000’s
Total
$000s
Liabilities
Cash flow hedges
Interest rate swaps
Interest
-
20,022
1,183,370
3,990,000
5,193,392
241,550
Cash flow hedges
Interest rate option
Interest
-
-
20,022
-
20,022
-
Fair value hedges
Interest rate swaps
Interest
-
-
550,000
397,290
947,290
110,760
Cash flow and fair
value hedges
Cross currency
interest rate swaps
Foreign exchange/
interest
-
-
216,750
584,250
801,000
119,809
2023
Assets
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
-
- 2,692,948 2,450,000 5,142,948 221,157
Cash flow hedges
Interest rate option
Interest
-
-
-
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
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.
Hedging
instruments
Currency/
Currency pair
Weighted average
hedged rate
2024
Cash flow hedges
Interest rate swaps
AUD
1.46%
USD
3.21%
Cash flow hedges
Interest rate collar
AUD
2.00%/3.89%
2023
Cash flow hedges
Interest rate swaps
AUD
1.46%
USD
3.02%
Cash flow hedges
Interest rate collar
AUD
2.00%/3.89%
Net investment hedges
Cross currency swaps
EUR/AUD
0.6065
CHF/AUD
0.5946
Net investment hedges
Borrowings
AUD/USD
0.66185
95
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 following table reflects the hedge ineffectiveness during the period, as reported in direct services in the statement of
comprehensive income:
Hedging
instruments
Risk
Gains/(losses)
on hedging
instruments
$000’s
Gains/(losses)
on hedged items
attributable to the
hedged risk
$000’s
Hedge
ineffectiveness
recognised in the
income statement
$000’s
2024
Cash flow hedges
Interest rate swaps
Interest
(122,672)
122,604
(68)
Fair value hedges
Interest rate swaps
Interest
11,117
(9,804)
1,313
Net investment hedges
Cross currency swaps
Foreign exchange
(2,547)
2,045
(502)
Cash flow hedges
Cross currency
interest rate swaps
Foreign exchange
(380)
380
-
Fair value hedges
Interest
9,697
(9,597)
100
2023
Cash flow hedges
Interest rate swaps
Interest
(263,558)
263,559
1
Fair value hedges
Interest rate swaps
Interest
(44,888)
45,679
791
Net investment hedges
Cross currency swaps
Foreign exchange
(40,589)
40,698
109
Cash flow hedges
Cross currency
interest rate swaps
Foreign exchange
17,802
(17,802)
-
Fair value hedges
Interest
(8,451)
8,017
(434)
Ineffectiveness on Net investment hedges which are hedged with borrowings is nil (2023: nil).
Effect of IBOR reform
Over the 2024 financial year, the Group has transitioned all contracts referencing Interbank Offered Rates (IBOR) benchmarks,
subject to cessation, to alternative reference rates (ARRs). This included the remaining instruments that referenced USD LIBOR
1 and 3 month tenors, which ceased immediately after 30 June 2023. The Group switched to the fallback ARRs on derivatives
that have USD LIBOR settings upon the first rollover of each impacted instrument after this date.
96
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
13. FINANCIAL RISK MANAGEMENT
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and interest rate risk),
liquidity risk and credit risk. The Group’s overall financial risk management is carried out by a central treasury department
(Group Treasury) under policies approved by the Board. The Board provides guidance for overall risk management, as well
as policies covering specific areas such as currency risk management, interest rate risk management, counterparty risk
management and the use of derivative financial instruments. Derivative financial instruments are used to manage specifically
identified interest rate and foreign currency risks.
The Group Treasury function provides services to the business. It also monitors and manages the financial risks relating to the
operations of the Group. Group Treasury identifies, evaluates and hedges financial risks in close cooperation with the Client
Treasury team as permitted under policies 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.
2024
$000
2023
$000
Borrowings
1,655,294
2,357,867
Cash and cash equivalents
(1,193,939) (1,141,695)
Net debt
461,355
1,216,172
Management adjusted EBITDA
1,287,285
1,216,336
Net debt to Management adjusted EBITDA
0.36
1.00
Net debt to Management adjusted EBITDA (excluding mortgage servicing debt)1
0.36
0.85
1
Mortgage servicing debt is nil at June 2024 due to the sale of the US MS business in May 2024 (2023: excludes mortgage servicing debt of $186.3 million).
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, 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 and currently has an on-market share
buyback with a target spend of A$750 million.
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 $29.2 billion (2023: $34.0 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 2024 (2023: $5.2 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 2024, interest rate derivatives with a total
notional value of $1.7 billion (2023: $2.0 billion) hedging the fair value of fixed rated debt obligations were outstanding.
97
(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.
2024
$000
2023
$000
Movement in basis points
+100
-100
+100
-100
Sensitivity of profit before tax
Australian dollar
(59)
59
6,168
(6,168)
United States dollar
4,399
(4,232)
(153)
228
Canadian dollar
2,455
(2,455)
1,808
(1,808)
Great British pound
(2,182)
2,182
(2,038)
2,038
Euro
297
(297)
(627)
627
Swiss franc
648
(648)
(3,610)
3,610
Hong Kong dollar
499
(499)
355
(355)
Other
357
(357)
309
(309)
Total
6,414
(6,247)
2,212
(2,137)
Sensitivity of other components of equity
Australian dollar
(1,105)
992
(1,670)
1,591
United States dollar
(264,836)
287,347
(244,831)
263,922
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 2024. 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 $836.6 million (2023: $775.4 million), reflecting a yield of
2.87% (2023: 2.28%) on average client balances. If the Group was able to achieve an additional yield of 0.50% on the total
average balances of $29.2 billion held during the reporting period, the Group’s profit before tax would have increased by
$146 million (-0.50%: $146 million decrease).
(b) Foreign exchange risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the relevant entity’s functional currency.
Entities within the Group typically enter into external transactions and recognise external assets and liabilities that are
denominated in their functional currency. Whilst a number of entities within the Group hold bank account balances in
a currency which is not their local functional currency, these balances do not expose the Group to significant foreign
exchange risk.
Foreign currency translation risk also arises from net investments in foreign operations held in Europe, Canada, South Africa
and Asia Pacific. Accordingly, the Group’s financial position can be affected significantly by movements in the relevant
currency exchange rate when translating into the consolidated entity’s presentation currency, the United States dollar.
98
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Hedging strategy
The risk of changes in the net investments in foreign operations as a result of movements in foreign exchange rates can be
hedged from time to time 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 2024. The currencies with the largest
impact on the sensitivity analysis are Canadian dollar, Australian dollar, Great British pound and Swiss franc.
2024
$000
2023
$000
Movement in exchange rates %
+10%
-10%
+10%
-10%
Sensitivity of other components of equity
Canadian dollar
(40,142)
40,142
(33,903)
33,903
Australian dollar
(4,279)
4,279
(67,034)
67,034
Great British pound
6,754
(6,754)
9,407
(9,407)
Swiss franc
(42,784)
42,784
(3,122)
3,122
(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, cash and cash equivalents and other financial instruments.
The consolidated entity, while exposed to credit related losses in the event of non-payment by clients, does not expect any
significant clients to fail to meet their obligations. The Group’s trading terms do not generally include the requirement for
customers to provide collateral as security for financial assets and consequently, the consolidated entity does not hold any
collateral as security.
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.
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:
2024
$000
2023
$000
Other financial assets
108,622
98,973
Loan servicing advances
-
318,727
Financial assets at fair value through profit or loss
32,971
64,341
Receivables
641,246
612,711
Total credit risk exposure
782,839
1,094,752
99
(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 facilities are as follows:
Maturity profile as at 30 June 2024 (in the 12 months ending)
Debt
facilities
utilised
$million
Committed
debt
facilities
$million
June 2025
-
-
June 2026
640.4
700.0
June 2027
-
550.0
June 2028
200.2
200.2
June 2029
350.0
350.0
June 2030
-
-
June 2031
-
-
June 2032
535.7
535.7
Total
1,726.3
2,335.9
Maturity profile as at 30 June 2023 (in the 12 months ending)
June 2024
597.4
895.0
June 2025
97.9
175.0
June 2026
650.4
700.0
June 2027
-
-
June 2028
198.6
198.6
June 2029
350.0
350.0
June 2030
-
-
June 2031
-
-
June 2032
543.3
543.3
Total
2,437.6
2,861.9
100
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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
Less than
1 year
$000
Between
1-5 years
$000
More than
5 years
$000
Total
contractual
cash flows
$000
As at 30 June 2024
Non-derivatives
Trade payables
12,234
-
-
12,234
Other payables
558,526
21,823
-
580,349
Borrowings
60,562
1,293,776
553,873
1,908,211
Lease liabilities (undiscounted)
32,352
71,003
47,667
151,022
Total non-derivatives
663,674
1,386,602
601,540
2,651,816
Derivatives
Net Settled (interest rate swaps)
131,700
193,886
92,762
418,348
Gross settled (cross currency swaps)
– (Inflow)
(12,318)
(240,106)
(553,873)
(806,297)
– Outflow
38,088
335,438
632,742
1,006,268
Total derivatives
157,470
289,218
171,631
618,319
As at 30 June 2023
Non-derivatives
Trade payables
27,275
-
-
27,275
Other payables
516,967
19,130
-
536,097
Borrowings
805,245
988,197
925,352
2,718,794
Lease liabilities (undiscounted)
43,097
98,865
68,766
210,728
Total non-derivatives
1,392,584
1,106,192
994,118
3,492,894
Derivatives
Net Settled (interest rate swaps)
154,818
194,803
36,110
385,731
Gross settled (cross currency swaps)
– (Inflow)
(509,856)
(244,888)
(567,722) (1,322,466)
– Outflow
522,735
342,430
650,561
1,515,726
Total derivatives
167,697
292,345
118,949
578,991
(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.
101
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 2024.
The comparative figures are also presented below.
Note
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
As at 30 June 2024
Assets
Financial assets at fair value through profit or loss
27,483
-
5,488
32,971
Contingent consideration receivable
16
-
-
35,502
35,502
Total assets
27,483
-
40,990
68,473
Liabilities
Financial liabilities at fair value through profit or loss
-
472,119
-
472,119
Deferred consideration
-
-
2,043
2,043
Total liabilities
-
472,119
2,043
474,162
As at 30 June 2023
Assets
Financial assets at fair value through profit or loss
30,087
6,857
27,397
64,341
Contingent consideration receivable
-
-
46,063
46,063
Total assets
30,087
6,857
73,460
110,404
Liabilities
Financial liabilities at fair value through profit or loss
-
476,306
-
476,306
Deferred consideration
-
-
1,084
1,084
Total liabilities
-
476,306
1,084
477,390
The following table presents the changes in level 3 items for the periods ended 30 June 2024 and 30 June 2023:
Financial assets at fair value
through profit or loss
Contingent consideration
receivable
Deferred consideration
liability
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
Opening balance at 1 July
27,397
31,768
46,063
-
(1,084)
(1,626)
Payments
-
-
-
-
1,098
705
Additions
-
-
-
46,063
(2,060)
-
Return of capital
(5,180)
(4,220)
-
-
-
-
Gains/(losses) recognised in profit or loss
5,282
(151)
(28,000)
-
-
-
Disposal of US MS
(22,011)
-
17,439
-
-
-
Currency translation difference
-
-
-
-
3
(163)
Closing balance at 30 June
5,488
27,397
35,502
46,063
(2,043)
(1,084)
102
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, receivables, payables, non-interest bearing liabilities, lease liabilities and
loans approximate their fair values for the Group except for:
>
the USD Senior Notes of $529.5 million (2023: $751.4 million), where the fair value based on level 2 valuation techniques
was $477.0 million as at 30 June 2024 (2023: $706.6 million);
>
the Euro Medium Term Notes of $502.6 million (2023: $503.5 million), where the fair value based on level 2 valuation
techniques was $435.4 million as at 30 June 2024 (2023: $450.6 million);
>
the AUD Medium Term Notes of $184.4 million (2023: $179.2 million), where the fair value based on level 2 valuation
techniques was $185.2 million as at 30 June 2024 (2023: $180.1 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 (FVTPL), 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.
2024
$000
2023
$000
Financial assets
Current
Debt securities
-
3,961
Derivative assets (b)
-
6,203
Equity securities
60
62
60
10,226
Non-current
Investment in structured entities (a)
-
21,911
Derivative assets (b)
-
653
Equity securities
32,911
31,551
32,911
54,115
Financial liabilities
Current
Derivative liabilities (b)
346
6,558
346
6,558
Non-current
Derivative liabilities (b)
471,773
469,748
471,773
469,748
(a) Investment in structured entities
Non-current financial assets included investments in unconsolidated structured entities (2023: $21.9 million). These balances
were disposed as part of the sale of the US MS business in May 2024.
US MS sold 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 owned 80% of the structured entities as asset
manager, provided investment opportunities to investors and is considered a sponsor of these entities. US MS continued to
service the loans associated with the mortgage servicing rights sold to the structured entities and received compensation for
providing such services.
103
(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.
2024
$000
2023
$000
Derivative assets
Current
-
6,203
Non-current
-
653
-
6,856
Derivative assets - current and non-current
Fair values of interest rate derivatives designated as cash flow hedges
-
653
Fair values of cross currency derivatives designated as hedge of net investment
-
2,516
Fair value of derivatives for which hedge accounting has not been applied
-
3,687
Total derivative assets
-
6,856
Derivative liabilities
Current
346
6,558
Non-current
471,773
469,748
472,119
476,306
Derivative liabilities - current and non-current
Fair values of interest rate derivatives designated as fair value hedges
110,760
121,147
Fair values of interest rate derivatives designated as cash flow hedges
241,550
221,157
Fair values of cross currency derivatives designated as cash flow hedges
75,165
76,599
Fair values of cross currency derivatives designated as fair value hedges
44,644
54,341
Fair value of derivatives for which hedge accounting has not been applied
-
3,062
Total derivative liabilities
472,119
476,306
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).
104
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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.
2024
$000
2023
$000
Current
Bank loans (SLS non-recourse advance facility) (a)
-
88,384
Revolving syndicated bank facilities (b)
-
289,000
USD Senior Notes (c)
-
216,480
-
593,864
Non-current
Bank loans (SLS non-recourse advance facility) (a)
-
97,874
Revolving syndicated bank facilities (b)
438,735
448,571
USD Senior Notes (c)
529,499
534,885
Euro Medium Term Notes (EMTN) (d)
502,637
503,495
Australian Medium Term Notes (AMTN) (e)
184,423
179,178
1,655,294
1,764,003
(a) The borrowings of the overseas subsidiaries engaged in mortgage servicing activities were secured against the
loan servicing advances without recourse to the Group. These balances were disposed as part of the sale of the
US MS business in May 2024.
(b) The consolidated entity maintains revolving syndicated facilities. The first facility is a USD only facility of $550.0 million
maturing on 30 June 2027, which was refinanced during the year. The second facility is a multi-currency facility of
$500 million maturing on 30 September 2025.
The revolving syndicated facilities were drawn to an equivalent of $440.4 million at 30 June 2024. 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 2024.
(c) 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 twelve-year notes with
a total value of $220.0 million were repaid during the financial year.
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.
2024
$000
2023
$000
USD Senior Notes Reconciliation
USD Senior Notes at cost
550,000
770,000
Unamortised fair value adjustments – discontinued hedge relationship1
32,607
46,067
Fair value adjustments
(53,108)
(64,702)
Total net debt
529,499
751,365
Interest rate derivative – fair value hedge
52,531
65,126
Total
582,030
816,491
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.
105
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 $550.0 million as at 30 June 2024 (2023: $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 changes
in 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.
(d) On 7 October 2021, Computershare US Inc. issued Euro Medium Term Notes with a total value of EUR 500.0 million.
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.
2024
$000
2023
$000
Euro Medium Term Notes Reconciliation
EMTN at cost
535,790
543,275
Fair value adjustments
(33,153)
(39,780)
Total net debt
502,637
503,495
Cross currency interest rate derivatives – fair value hedge (note 12)
29,599
36,023
Total
532,236
539,518
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the EMTN. Hedged
EMTN amounted to $535.8 million as at 30 June 2024 (FY23: $543.3 million).
(e) 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
200,217
198,555
Fair value adjustments
(15,794)
(19,377)
Total net debt
184,423
179,178
Cross currency interest rate derivatives – fair value hedge (note 12)
15,045
18,138
Total
199,468
197,316
Fair value adjustments represent loan origination fees and the revaluation of the hedged portion of the AMTN. Hedged
AMTN amounted to $200.2 million as at 30 June 2024 (FY23: $198.6 million).
106
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
16. RECEIVABLES
2024
$000
2023
$000
Current
Trade and unbilled receivables
Trade receivables
285,977
232,314
Unbilled receivables
131,155
116,376
Interest and margin income receivable
104,537
116,840
Less: allowance for expected credit losses
(15,826)
(13,603)
505,843
451,927
Other
Contingent consideration receivable
20,623
5,570
Other non-trade amounts
47,103
61,918
573,569
519,415
Non-current
Deferred consideration receivable
45,000
50,000
Contingent consideration receivable
14,879
40,504
Other
7,798
2,792
67,677
93,296
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 current receivables is $17.4 million of contingent consideration receivable recognised on 1 May 2024 for the
sale of the US MS business. There is no change to the estimate as at 30 June 2024. Post completion true up process are
expected to be finalised in FY25, and any difference to the current fair value will be recognised in profit or loss. Refer to
note 9 for more information on the balance recognised.
In addition, deferred consideration of $45.0 million (2023: $50.0 million) remains on balance sheet relating to Seller Note
financing provided on the sale of the KCC business in FY23. 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. A repayment of $5.0 million was made in the year ended 30 June 2024.
Contingent consideration of $18.1 million (2023: $46.1 million) relates to the KCC disposal in FY23. This 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 4 calendar years to 31 December 2026. A re-measurement
expense of $28.0 million was recorded in the 30 June 2024 profit or loss, to write-down the receivable to the latest best
estimate. 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.
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.
107
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
2024
$000
2023
$000
2024
$000
2023
$000
2024
$000
2023
$000
Current
389,469
327,782
(1,834)
(946)
387,635
326,836
Less than 30 days overdue
30,028
68,651
(369)
(408)
29,659
68,243
Between 30 and 60 days overdue
22,427
23,342
(689)
(497)
21,738
22,845
Between 60 and 90 days overdue
17,241
11,503
(908)
(745)
16,333
10,758
Between 90 and 120 days overdue
16,185
5,729
(2,902)
(735)
13,283
4,994
More than 120 days overdue
46,319
28,524
(9,124)
(10,273)
37,195
18,251
Total
521,669
465,531
(15,826)
(13,604)
505,843
451,927
Key estimates and judgements
The contingent consideration on the sale of US MS is subject to final adjustments to completion accounts of the disposed
business and future recoverability of certain assets as per the sale agreement. An estimate of these future adjustments in
included as contingent consideration receivable in the current reporting period.
Fair value of contingent consideration on the sale of KCC is based on probability of targets within the sale contract
being achieved by the acquirer to derive an 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
2024
$000
2023
$000
Opening balance at 1 July
(13,604)
(17,297)
(Increase)/decrease in loss allowance recognised in profit or loss during the year
(3,825)
(3,070)
Receivables written off during the year as uncollectible
1,450
1,199
Disposal of entities1
137
5,556
Currency translation differences
16
8
Closing balance at 30 June
(15,826)
(13,604)
1
US MS business in 2024 and KCC business in 2023.
Other than the re-measurement of KCC contingent consideration noted above, no impairment losses have been recognised in
the statement of comprehensive income relating to other receivables during the year ended 30 June 2024 (2023: $nil).
108
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
17. LOAN SERVICING ADVANCES
2024
$000
2023
$000
Current
Loan servicing advances
-
318,727
Loan servicing advances were recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method. These balances were disposed as part of the sale of the US MS business in May 2024.
US MS performed loan servicing activities and regularly made payments on behalf of mortgagors related to taxes, insurance,
principal and interest. The receivable represented the total value of these payments yet to be recovered. Although it took
longer than 12 months for a portion of the loan servicing receivables to be collected, all servicing advances were classified as
current. This reflected the fact that collections occurred within the normal operating cycle of US MS.
18. OTHER FINANCIAL ASSETS
Current
Client deposits1
102,876
91,973
Broker deposits2
5,746
7,000
108,622
98,973
1
A subsidiary located in Switzerland is a registered broker-dealer and custodian of clients’ assets. Client monies it manages as part of providing plan managers
services meet criteria for on-balance sheet recognition as other financial assets, together with a corresponding liability (note 23).
2 A subsidiary located in Canada is a licensed deposit taker. This subsidiary accepts deposits in its own name, and records these funds as other financial assets
together with a corresponding liability (note 23). The deposits are insured through a local regulatory authority.
Client and broker deposits are recognised initially at fair value and subsequently measured at amortised cost.
19. INVENTORIES
Raw materials and stores, at cost
5,523
6,310
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
1,265
1,615
Other
1,249
7,849
2,514
9,464
Non-current
Set-up fees
458
649
458
649
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 2024, amortisation of $0.5 million
(2023: $1.8 million) was recognised in the statement of comprehensive income relating to capitalised set-up fees.
109
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 2023
Opening net book amount
7,714
37,172
60,126
7,374
27,880
140,266
Additions
-
125
40,620
3,295
3,581
47,621
Disposals
-
-
(4,353)
(794)
(713)
(5,860)
Depreciation charge2
-
(1,586)
(26,226)
(1,754)
(5,369)
(34,935)
Currency translation differences
16
47
(15)
9
36
93
Transfers and other
-
418
170
(547)
(120)
(79)
Closing net book amount
7,730
36,176
70,322
7,583
25,295
147,106
Cost
7,730
53,891
282,678
25,929
66,181
436,409
Accumulated depreciation
-
(17,715)
(212,356)
(18,346)
(40,886)
(289,303)
At 30 June 2024
7,730
36,176
70,322
7,583
25,295
147,106
At 1 July 2022
Opening net book amount
7,416
37,716
59,335
5,353
24,387
134,207
Additions
-
355
27,884
1,597
12,055
41,891
Impairment charge
(630)
-
(19)
(59)
(206)
(914)
Disposals
-
-
(586)
(9)
(637)
(1,232)
Depreciation charge2
-
(1,672)
(27,114)
(1,598)
(5,451)
(35,835)
Currency translation differences
324
836
20
148
(462)
866
Transfers and other1
604
(63)
606
1,942
(1,806)
1,283
Closing net book amount
7,714
37,172
60,126
7,374
27,880
140,266
Cost
7,714
52,802
266,577
31,536
61,923
420,552
Accumulated depreciation
-
(15,630)
(206,451)
(24,162)
(34,043)
(280,286)
At 30 June 2023
7,714
37,172
60,126
7,374
27,880
140,266
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 Depreciation charge for continuing and discontinued operations. Depreciation of property, plant and equipment for continuing operations is $34.8 million
(2023: $32.9 million).
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.
110
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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:
2024
$000
2023
$000
Right-of-use assets
Buildings
99,855
132,350
Plant and Equipment
6,772
12,670
Motor Vehicles
739
679
107,3661
145,699
1 Right-of-use assets reduced by $36.7 million due to the disposal of the US MS business in May 2024.
Lease Liabilities
Current
29,043
35,934
Non-current
101,415
140,213
130,4582
176,147
2 Lease liabilities reduced by $40.5 million due to the disposal of the US MS business in May 2024.
Additions to the right-of-use assets during the year were $28.0 million (2023: $33.9 million), $10.2 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 from continuing operations includes the following amounts related to leases:
2024
$000
2023
$000
Depreciation of leased buildings
26,881
33,624
Depreciation of leased plant and equipment
3,302
4,944
Depreciation of leased motor vehicles
341
289
Total depreciation of right-of-use assets
30,524
38,857
Interest expense on lease liabilities
6,455
6,273
Expenses related to short term and low value leases
185
214
Prior year comparatives have been restated due to discontinued operations, refer to Note 9 for details.
111
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 2024 the Group had no committed leases which had not yet commenced (30 June 2023: $0.9 million).
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
5 years
or less
$000
Greater than
5 years
$000
Total
$000
As at 30 June 2024
3,525
14,307
17,832
As at 30 June 2023
2,817
14,695
17,512
23. PAYABLES
2024
$000
2023
$000
Current
Trade payables – unsecured
12,234
27,275
Expense accruals
209,619
162,535
Contract liabilities
62,535
62,592
Interest payable
14,378
9,369
GST/VAT payable
24,174
24,570
Broker client deposits (note 18)
108,622
98,973
Employee entitlements
33,899
35,577
Unredeemed childcare vouchers
25,744
33,552
Other payables
79,555
89,799
570,760
544,242
Non-current
Contract Liabilities
21,823
19,130
21,823
19,130
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.
112
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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.
2024
$000
2023
$000
Current
Restructuring
6,161
8,532
Unredeemed voucher provision
16,911
14,952
Acquisitions and disposal related
6,960
1,005
Tax related
6,059
4,523
Legal
3,361
6,181
Lease related
6,414
5,847
Other
4,212
2,576
50,078
43,616
Non-current
Employee entitlements1
20,302
13,765
Acquisitions and disposal related
9,601
9,612
29,903
23,377
1
Includes $5.7 million defined benefit liability recognised for the first time in the year ended 30 June 2024 (2023: nil). Refer to later in the note for information
on this balance.
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 and disposal related
Acquisition and disposal related provisions relate to provisions acquired as part of business combinations or raised as part of
disposal accounting and are first recognised at the date of acquisition or date of disposal.
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.
113
Movements in each class of current provision during the financial year are set out below.
Restruc-
turing
$000
Unre-
deemed
voucher
provision
$000
Acqui-
sitions and
disposal
related
$000
Tax related
$000
Legal
$000
Lease
related
$000
Other
$000
Total
$000
Carrying amount at start of year
8,532
14,952
1,005
4,523
6,181
5,847
2,576
43,616
Additions
7,682
10,004
5,955
1,536
1,525
1,022
2,227
29,951
Disposals
(1,741)
-
-
-
(803)
(2,544)
Payments
(8,235)
-
-
-
(1,515)
(178)
(227)
(10,155)
Reversals
(65)
(8,081)
-
-
(2,027)
(278)
(365)
(10,816)
Foreign exchange movements
(12)
36
-
-
-
1
1
26
Carrying amount at end of year
6,161
16,911
6,960
6,059
3,361
6,414
4,212
50,078
Movements in each class of non-current provision during the financial year, other than employee entitlements, are set out below.
Acquisitions
and disposal
related
$000
Total
$000
Carrying amount at start of year
9,612
9,612
Other
(11)
(11)
Carrying amount at end of year
9,601
9,601
Defined benefit pension plans
The liability or asset recognised in the statement of financial position in respect of defined benefit pension plans is
the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.
Remeasurement gains and losses are recognised in the period in which they occur, directly in other comprehensive income.
Service and interest costs are recognised in the profit or loss as incurred.
A subsidiary of the Group operates a defined benefit pension plan in Switzerland. Equatex AG maintains a defined
benefit scheme which provides benefits to 256 employees. An actuarial assessment of the scheme was completed as at
30 June 2024 and defined benefit plan liability recognised in accordance with the actuarial valuation.
The net liability as at 30 June 2024 is as follows:
30 June
2024
$000
Present value of funded obligations
44,591
Fair value of plan assets
(38,906)
Deficit of funded plans
5,685
Unfunded defined benefit obligation
-
Net defined benefit liability
5,685
An amount of $5.7 million was recognised in other comprehensive income for the year ended 30 June 2024. The pension plan
liability was recognised for the first time in the financial year.
Key sensitivities for the pension plan are as follows:
Impact on defined benefit obligation
Change in
assumption
Increase in
assumption
Decrease in
assumption
Discount rate
0.25%
Decrease by 3.9%
Increase by 4.2%
Salary increase rate
0.25%
Increase by 0.7%
Decrease by 0.7%
Expected impact to profit or loss for the year ended 30 June 2025 is $2.5 million.
The Group also operates a number of defined contribution plans across the group. Refer to note 36 for more information on
these plans.
114
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
25. DEFERRED CONSIDERATION
2024
$000
2023
$000
Current
Deferred settlements on acquisition of entities
2,043
1,084
26. MORTGAGE SERVICING RELATED LIABILITIES
Current
Mortgage servicing related liabilities
-
30,042
Non-current
Mortgage servicing related liabilities
-
69,098
Mortgage servicing related liabilities represented the portion of the economic benefits of mortgage servicing rights that had
been transferred to third parties. The liabilities were amortised over the same useful life as the related mortgage servicing
rights (note 10). These balances were disposed as part of the sale of the US MS business in May 2024.
27. INTERESTS IN EQUITY
Members of the parent entity
Non-controlling interests
2024
$000
2023
$000
2024
$000
2023
$000
Interest in the equity of the consolidated entity:
Contributed equity – ordinary shares
308,167
519,299
989
989
Reserves
(379,290)
(357,335)
(2,516)
(2,787)
Retained earnings
2,018,600
1,977,976
2,653
2,840
Total interests in equity
1,947,477
2,139,940
1,126
1,042
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
Number of
shares
$000
Balance at 1 July 2023
603,729,336
519,299
Ordinary share buy-back1
(12,680,016)
(211,132)
Balance as at 30 June 2024
591,049,320
308,167
1
On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The on-market buy-back commenced on 4 September 2023
and was expected to end on 3 September 2024. On 26 August 2024, Computershare announced the buy-back was to continue until 25 August 2025.
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. (As at 30 June 2024: AUD 321 million).
115
29. RESERVES
2024
$000
2023
$000
Capital redemption reserve
2
2
Foreign currency translation reserve
(164,289)
(151,232)
Share buy-back reserve
-
-
Cash flow hedge reserve
(217,838)
(218,013)
Cost of hedging reserve
(3,942)
1,711
Share-based payments reserve
36,041
34,900
Defined benefit pension reserve
(4,561)
-
Equity related contingent consideration reserve
(8,199)
(8,199)
Transactions with non-controlling interests
(16,504)
(16,504)
(379,290)
(357,335)
Movements during the year:
Foreign currency translation reserve
Opening balance
(151,232)
(118,298)
Translation of controlled entities
(8,981)
(35,559)
Deferred tax
(4,076)
2,625
Closing balance
(164,289)
(151,232)
Cash flow hedge reserve
Opening balance
(218,013)
(51,236)
Revaluation
(116,781)
(263,179)
Reclassified to profit or loss
116,718
25,688
Tax benefit/(expense)
238
70,714
Closing balance
(217,838)
(218,013)
Cost of hedging reserve
Opening balance
1,711
3,233
Revaluation
(7,545)
(2,036)
Income tax effect on cash flow hedge
1,892
514
Closing balance
(3,942)
1,711
Share-based payments reserve
Opening balance
34,900
52,912
Cash purchase of shares for employee and executive share plans
(28,852)
(49,433)
Share-based payments expense
29,993
31,421
Closing balance
36,041
34,900
Defined benefit pension reserve
Opening balance
-
-
Gain/(Loss) on plan
(5,685)
-
Deferred tax
1,124
-
Closing balance
(4,561)
-
Equity related contingent consideration reserve
Opening balance
(8,199)
(8,199)
Closing balance
(8,199)
(8,199)
Transactions with non-controlling interests
Opening balance
(16,504)
(16,504)
Closing balance
(16,504)
(16,504)
116
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Nature and purpose of reserves
(a) Foreign currency translation reserve
On consolidation, exchange differences arising on translation of the foreign controlled entities are taken to the foreign
currency translation reserve. This amount is the net of gains and losses on hedge transactions and intercompany loans after
adjusting for related income tax effects. When a foreign operation is disposed, the associated exchange differences are
reclassified to profit or loss as part of the gain or loss on sale.
(b) Share buy-back reserve
This reserve is used to record the excess value of shares bought over the original amount of subscribed capital. In a prior
year, the Group completed a rights issue, which reduced the share buy-back reserve to nil.
(c) Cash flow hedge reserve
This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be in
an effective hedge relationship.
(d) Cost of hedging reserve
This reserve is used to record costs of hedging which are excluded from the hedge relationships and accounted for in a
separate equity reserve
(e) Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of shares which will vest to employees under employee
and executive share plans. This reserve is also used to record cash purchase of shares for employee share plans.
(f) Defined benefit pension reserve
The reserve recognises remeasurement gains and losses relating to defined benefit plans.
(g) 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.
(h) Transactions with non-controlling interests
This reserve is used to record the differences which may arise as a result of transactions with non-controlling interests that
do not result in a loss of control.
30. RETAINED EARNINGS AND DIVIDENDS
2024
$000
2023
$000
Retained earnings
Retained earnings at the beginning of the financial year
1,977,976
1,776,767
Ordinary dividends provided for or paid
(312,000)
(243,535)
Net profit attributable to members of Computershare Limited
352,624
444,744
Retained earnings at the end of the financial year
2,018,600
1,977,976
Dividends
Ordinary
Final dividend paid during the financial year in respect of the previous year, AUD 40 cents per share unfranked
(2023 – AUD 30 cents per share unfranked)
155,485
122,484
Interim dividend paid in respect of the current financial year, AUD 40 cents per share franked to 20%
(2023 ‑ AUD 30 cents per share unfranked)
156,515
121,051
A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on
16 September 2024. This is an ordinary unfranked dividend of AU 42 cents per share, amounting to AUD 247,475,684, based
on shares on issue as at 13 August 2024. The dividend was not determined to be paid until 13 August 2024 and accordingly no
provision has been recognised as at 30 June 2024.
Dividend franking account
Franking credits available for subsequent financial years based on a tax rate of 30%
6,277
10,265
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.
117
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, Computershare International
Information Consultancy Services (Beijing) Company Ltd and Computershare Business Support Services Private Limited
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 2024 include the following controlled entities:
Name of controlled entity
Place of incorporation
Percentage of shares held
June 2024
%
June 2023
%
Computershare Limited
Australia
(2)
-
-
A.C.N. 080 903 957 Pty Ltd
Australia
(1)(2)
100
100
A.C.N. 081 035 752 Pty Ltd
Australia
(1)(2)
100
100
CDS International Pty Limited
Australia
(1)(2)
100
100
Communication Services Australia Pty Limited
Australia
(1)(2)
100
100
Computershare Clearing Pty Limited
Australia
(1)
100
100
Computershare Communication Services Pty Limited
Australia
(1)(2)
100
100
Computershare Dealing Services Pty Ltd
Australia
(1)
100
100
Computershare Depositary Pty Limited
Australia
(1)
100
100
Computershare Finance Company Pty Limited
Australia
(1)(2)
100
100
Computershare Investor Services Pty Limited
Australia
(1)(2)
100
100
Computershare Plan Co Pty Ltd
Australia
(1)
100
100
Computershare Plan Managers Pty Ltd
Australia
(1)
100
100
Computershare Technology Services Pty Ltd
Australia
(1)(2)
100
100
Computershare Utility Services Pty Ltd
Australia
(1)(2)
100
100
CPU Share Plans Pty Limited
Australia
(1)
100
100
CRS Custodian Pty Ltd
Australia
(1)
100
100
Financial Market Software Consultants Pty Ltd
Australia
(1)
100
100
Georgeson Shareholder Communications Australia Pty. Ltd.
Australia
(1)
100
100
Global eDelivery Group Pty Ltd
Australia
(1)
100
100
Obadele Pty Ltd
Australia
(1)(2)
100
100
Q M Industries (N.S.W.) Pty. Ltd.
Australia
(1)
100
100
Registrars Holding Pty Ltd
Australia
(1)(2)
100
100
Sepon (Australia) Pty. Limited
Australia
(1)
100
100
Source One Communications Australia Pty Ltd
Australia
(1)
100
100
Switchwise Pty Ltd
Australia
(1)
100
100
Computershare Investor Services (Bermuda) Limited
Bermuda
(1)
100
100
Computershare Investor Services (BVI) Limited
British Virgin Islands
(1)
100
100
Computershare Canada Inc.
Canada
(1)
100
100
Computershare Governance Services Ltd.
Canada
(1)
100
100
Computershare Investments (Canada) (Holdings) ULC
Canada
(1)(4)
-
100
Computershare Investments (Canada) (No.1) ULC
Canada
(1)
100
100
Computershare Investments (Canada) (No.3) ULC
Canada
(1)(4)
-
100
Computershare Investments (Canada) (No.4) ULC
Canada
(1)(4)
-
100
Computershare Investor Services Inc.
Canada
(1)
100
100
Computershare Services Canada Inc.
Canada
(1)(4)
-
100
Computershare Technology Services Inc.
Canada
(1)
100
100
Computershare Trust Company of Canada
Canada
(1)
100
100
Georgeson Shareholder Communications Canada Inc.
Canada
(1)
100
100
SyncBASE Inc.
Canada
(1)
100
100
Computershare Investor Services (Cayman) Limited
Cayman Islands
(1)
100
100
Computershare International Information Consultancy Services
(Beijing) Company Limited
China
(1)
100
100
Computershare A/S
Denmark
(1)
100
100
118
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Name of controlled entity
Place of incorporation
Percentage of shares held
June 2024
%
June 2023
%
Georgeson Shareholder SAS
France
(5)
100
100
Computershare Communication Services GmbH
Germany
(1)
100
100
Computershare Deutschland GmbH & Co. KG
Germany
(1)
100
100
Computershare Governance Services GmbH
Germany
(1)
100
100
Computershare Verwaltungs GmbH
Germany
(1)
100
100
Computershare Investor Services (Guernsey) Limited
Guernsey
(1)
100
100
Computershare Asia Limited
Hong Kong
(1)
100
100
Computershare Hong Kong Development Limited
Hong Kong
(1)
100
100
Computershare Hong Kong Investor Services Limited
Hong Kong
(1)
100
100
Computershare Hong Kong Nominees Limited
Hong Kong
(1)
100
100
Computershare Hong Kong Trustees Limited
Hong Kong
(1)
100
100
Computershare Investor Services Limited
Hong Kong
(1)
100
100
Hong Kong Registrars Limited
Hong Kong
(1)
100
100
Computershare Business Support Services Private Limited
India
(1)
100
100
Computershare Governance Services Limited
Ireland
(1)
100
100
Computershare Investor Services (Ireland) Limited
Ireland
(1)
100
100
Computershare Services Nominees (Ireland) Limited
Ireland
(1)
100
100
Computershare Nominees (Ireland) Limited
Ireland
(1)
100
100
Computershare Trustees (Ireland) Limited
Ireland
(1)
100
100
Computershare Italy S.r.l.
Italy
(1)
100
100
Computershare S.p.A.
Italy
(5)
100
100
Georgeson S.r.l.
Italy
(1)
100
100
Proxitalia S.r.l.
Italy
(1)
100
100
Computershare Company Secretarial Services (Jersey) Limited
Jersey
(1)
100
100
Computershare DR Nominees Limited
Jersey
(1)
100
100
Computershare Investor Services (Jersey) Limited
Jersey
(1)
100
100
Computershare Nominees (Channel Islands) Limited
Jersey
(1)
100
100
Computershare Offshore Services Limited
Jersey
(1)
100
100
Computershare Treasury Services Limited
Jersey
(1)
100
100
Computershare Trustees (C.I.) Limited
Jersey
(1)
100
100
Computershare Trustees (Jersey) Limited
Jersey
(1)
100
100
EES Nominees International Limited
Jersey
(1)(4)
-
100
Computershare Netherlands B.V.
Netherlands
(1)
100
100
Computershare Investor Services Limited
New Zealand
(1)
100
100
Computershare Nominees NZ Limited
New Zealand
(1)
100
100
ConnectNow New Zealand Limited
New Zealand
(1)
100
100
CRS Nominees Limited
New Zealand
(1)
100
100
Equatex Employee Services AS
Norway
(1)
100
100
Equatex Norway AS
Norway
(1)
100
100
Equatex Poland Sp. Z.o.o.
Poland
(1)
100
100
CIS Company Secretaries (Pty) Ltd
South Africa
(1)
74
74
Computershare (Pty) Ltd
South Africa
(1)
74
74
Computershare Investor Services (Pty) Ltd
South Africa
(1)
74
74
Computershare Nominees (Pty) Ltd
South Africa
(1)
74
74
Computershare Outsourcing (Pty) Ltd
South Africa
(1)
74
74
Computershare South Africa (Pty) Ltd
South Africa
(1)
74
74
Computershare TR Services (Pty) Ltd
South Africa
(1)(4)
-
74
Minu (Pty) Ltd
South Africa
(1)
74
74
Georgeson S.L
Spain
(1)
100
100
Computershare AB
Sweden
(1)
100
100
Computershare Schweiz AG
Switzerland
(1)
100
100
119
Name of controlled entity
Place of incorporation
Percentage of shares held
June 2024
%
June 2023
%
Computershare Technology Services AG
Switzerland
(1)
100
100
Equatex AG
Switzerland
(1)
100
100
Equatex Group Holding AG
Switzerland
(1)
100
100
Baseline Capital Limited
United Kingdom
(1)
100
100
Computershare Company Nominees Limited
United Kingdom
(1)
100
100
Computershare Company Secretarial Services Limited
United Kingdom
(1)
100
100
Computershare Global Technology Services Limited
United Kingdom
(1)(4)
-
100
Computershare Governance Services (UK) Limited
United Kingdom
(1)
100
100
Computershare Investments (UK) (No.3) Limited
United Kingdom
(1)
100
100
Computershare Investments (UK) (No.7) Limited
United Kingdom
(1)(4)
-
100
Computershare Investments (UK) (No.8) Limited
United Kingdom
(1)
100
100
Computershare Investments (UK) Limited
United Kingdom
(1)(4)
-
100
Computershare Investor Services Plc
United Kingdom
(1)
100
100
Computershare IP (UK) Limited
United Kingdom
(1)(4)
-
100
Computershare Limited
United Kingdom
(1)
100
100
Computershare Mortgage Services Limited
United Kingdom
(1)
100
100
Computershare Regional Services Limited
United Kingdom
(1)(4)
-
100
Computershare Services Limited
United Kingdom
(1)
100
100
Computershare Services Nominees Limited
United Kingdom
(1)
100
100
Computershare Technology Services (UK) Limited
United Kingdom
(1)
100
100
Computershare Trustees Limited
United Kingdom
(1)
100
100
Computershare Voucher Services Limited
United Kingdom
(1)
100
100
Credit Advisory Services Limited
United Kingdom
(1)
100
100
DPS Trustees Limited
United Kingdom
(1)
100
100
EES Capital Trustees Limited
United Kingdom
(1)
100
100
EES Corporate Trustees Limited
United Kingdom
(1)
100
100
EES Trustees Limited
United Kingdom
(1)
100
100
Equatex UK Ltd
United Kingdom
(1)
100
100
Equatex UK Nominee Ltd
United Kingdom
(1)
100
100
Homeloan Management Limited
United Kingdom
(1)
100
100
Rosolite Mortgages Limited
United Kingdom
(1)
100
100
Siberite Mortgages Limited
United Kingdom
(1)
100
100
Topaz Finance Limited
United Kingdom
(1)
100
100
Capital Markets Cooperative, LLC
United States of America
(1)(4)
-
100
Capital Markets Holdings, Inc.
United States of America
(1)(4)
-
100
Computershare Asset Management LLC
United States of America
(1)(4)
-
100
Computershare Communication Services Inc.
United States of America
(1)
100
100
Computershare Delaware Trust Company
United States of America
(1)
100
100
Computershare Governance Services Inc.
United States of America
(1)
100
100
Computershare Holdings Inc.
United States of America
(1)
100
100
Computershare Inc.
United States of America
(1)
100
100
Computershare Mortgage Services Inc.
United States of America
(1)(4)
-
100
Computershare Property Solutions LLC
United States of America
(1)(4)
-
100
Computershare Technology Services, Inc.
United States of America
(1)
100
100
Computershare Title Services LLC
United States of America
(1)(4)
-
100
Computershare Trust Company, N.A.
United States of America
(1)
100
100
Computershare US Inc.
United States of America
(1)
100
100
Computershare US Investments LLC
United States of America
(1)
100
100
Computershare US Services Inc.
United States of America
(1)
100
100
Computershare Valuation Services LLC
United States of America
(1)(4)
-
100
Credit Risk Holdings, LLC
United States of America
(1)(4)
-
100
120
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Name of controlled entity
Place of incorporation
Percentage of shares held
June 2024
%
June 2023
%
Georgeson LLC
United States of America
(1)
100
100
Georgeson Securities Corporation
United States of America
(1)
100
100
GTU Ops Inc.
United States of America
(1)
100
100
HELOC Funding II Trust
United States of America
(1)(4)
-
100
LenderLive Financial Services, LLC
United States of America
(1)(4)
-
100
LenderLive Network, LLC
United States of America
(1)(4)
-
100
Looking Glass Trust I
United States of America
(1)(3)
100
-
MSR Robin Advances (Depositor) LLC
United States of America
(1)(4)
-
100
MSR Robin Advances Issuer Trust
United States of America
(1)(4)
-
100
RCNG LLC
United States of America
(1)
100
100
SLS Funding III LLC
United States of America
(1)(4)
-
100
SLS Investco LLC
United States of America
(1)(4)
-
100
SLS SAF Depositor LLC
United States of America
(1)(4)
-
100
SLS SAF Issuing Trust
United States of America
(1)(4)
-
100
SLS Servicer Advance Revolving Trust 1
United States of America
(1)(4)
-
100
Specialized Loan Servicing Holdings LLC
United States of America
(1)(4)
-
100
Specialized Loan Servicing LLC
United States of America
(1)(4)
-
100
Verbatim LLC
United States of America
(1)
100
100
Corporate Creations Florida LLC
United States of America
(1)
100
100
Corporate Creations Management LLC
United States of America
(1)
100
100
Corporate Creations Mississippi LLC
United States of America
(1)
100
100
Corporate Creations Network Inc. [Arkansas]
United States of America
(1)
100
100
Corporate Creations Network Inc. [California]
United States of America
(1)
100
100
Corporate Creations Network Inc. [Florida]
United States of America
(1)
100
100
Corporate Creations Network Inc. [Hawaii]
United States of America
(1)
100
100
Corporate Creations Network Inc. [Kansas]
United States of America
(1)
100
100
Corporate Creations Network Inc. [Maryland]
United States of America
(1)
100
100
Corporate Creations Network Inc. [Oklahoma]
United States of America
(1)
100
100
Corporate Creations New Mexico Inc.
United States of America
(1)
100
100
Corporate Creations Puerto Rico, Inc.
Puerto Rico
(1)
100
100
United Agent Group Inc.
Puerto Rico
(1)
100
100
United Agent Group Inc.
US Virgin Islands
(1)
100
100
United Agent Group Inc. [Alabama]
United States of America
(1)
100
100
United Agent Group Inc. [Alaska]
United States of America
(1)
100
100
United Agent Group Inc. [Arizona]
United States of America
(1)
100
100
United Agent Group Inc. [Arkansas]
United States of America
(1)
100
100
United Agent Group Inc. [California]
United States of America
(1)
100
100
United Agent Group Inc. [Colorado]
United States of America
(1)
100
100
United Agent Group Inc. [Connecticut]
United States of America
(1)
100
100
United Agent Group Inc. [Delaware]
United States of America
(1)
100
100
United Agent Group Inc. [Florida]
United States of America
(1)
100
100
United Agent Group Inc. [Georgia]
United States of America
(1)
100
100
United Agent Group Inc. [Hawaii]
United States of America
(1)
100
100
United Agent Group Inc. [Idaho]
United States of America
(1)
100
100
United Agent Group Inc. [Illinois]
United States of America
(1)
100
100
United Agent Group Inc. [Indiana]
United States of America
(1)
100
100
United Agent Group Inc. [Iowa]
United States of America
(1)
100
100
United Agent Group Inc. [Kansas]
United States of America
(1)
100
100
United Agent Group Inc. [Kentucky]
United States of America
(1)
100
100
United Agent Group Inc. [Louisiana]
United States of America
(1)
100
100
United Agent Group Inc. [Maine]
United States of America
(1)
100
100
121
Name of controlled entity
Place of incorporation
Percentage of shares held
June 2024
%
June 2023
%
United Agent Group Inc. [Maryland]
United States of America
(1)
100
100
United Agent Group Inc. [Massachusetts]
United States of America
(1)
100
100
United Agent Group Inc. [Michigan]
United States of America
(1)
100
100
United Agent Group Inc. [Minnesota]
United States of America
(1)
100
100
United Agent Group Inc. [Mississippi]
United States of America
(1)
100
100
United Agent Group Inc. [Missouri]
United States of America
(1)
100
100
United Agent Group Inc. [Montana]
United States of America
(1)
100
100
United Agent Group Inc. [Nebraska]
United States of America
(1)
100
100
United Agent Group Inc. [Nevada]
United States of America
(1)
100
100
United Agent Group Inc. [New Hampshire]
United States of America
(1)
100
100
United Agent Group Inc. [New Jersey]
United States of America
(1)
100
100
United Agent Group Inc. [New Mexico]
United States of America
(1)
100
100
United Agent Group Inc. [New York]
United States of America
(1)
100
100
United Agent Group Inc. [North Carolina]
United States of America
(1)
100
100
United Agent Group Inc. [North Dakota]
United States of America
(1)
100
100
United Agent Group Inc. [Ohio]
United States of America
(1)
100
100
United Agent Group Inc. [Oklahoma]
United States of America
(1)
100
100
United Agent Group Inc. [Oregon]
United States of America
(1)
100
100
United Agent Group Inc. [Pennsylvania]
United States of America
(1)
100
100
United Agent Group Inc. [Rhode Island]
United States of America
(1)
100
100
United Agent Group Inc. [South Carolina]
United States of America
(1)
100
100
United Agent Group Inc. [South Dakota]
United States of America
(1)
100
100
United Agent Group Inc. [Tennessee]
United States of America
(1)
100
100
United Agent Group Inc. [Texas]
United States of America
(1)
100
100
United Agent Group Inc. [Utah]
United States of America
(1)
100
100
United Agent Group Inc. [Vermont]
United States of America
(1)
100
100
United Agent Group Inc. [Virginia]
United States of America
(1)
100
100
United Agent Group Inc. [Washington]
United States of America
(1)
100
100
United Agent Group Inc. [Washington D.C.]
United States of America
(1)
100
100
United Agent Group Inc. [West Virginia]
United States of America
(1)
100
100
United Agent Group Inc. [Wisconsin]
United States of America
(1)
100
100
United Agent Group Inc. [Wyoming]
United States of America
(1)
100
100
United Agent Group Management LLC
United States of America
(1)
100
100
Worldwide Nominee LLC
United States of America
(1)
100
100
Worldwide Incorporators Ltd.
United States of America
(1)
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 2024.
4 These companies ceased to be controlled entities during the year ended 30 June 2024.
5 Controlled entities which form part of the Group that have local statutory audits performed by firms other than PricewaterhouseCoopers member firms.
122
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | 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 2024:
Name
Place of
incorporation
Principal
activity
Ownership
interest
Consolidated
carrying amount
June
2024
%
June
2023
%
June
2024
$000
June
2023
$000
Associates
Expandi Ltd
United Kingdom
Investor Services
25
25
6,567
6,757
Reach LawTech Pty Ltd
Australia
Investor Services
46.5
46.5
-
-
The Reach Agency Holdings Pty Ltd
Australia
Investor Services
46.5
46.5
1,972
1,587
Joint ventures
Computershare Pan Africa Holdings Ltd
Mauritius
Investor Services
60
60
-
-
Total investment in associates and joint ventures
8,539
8,344
The movements in the carrying amount of equity accounted investments in associates and joint ventures are as follows:
Associates and
joint ventures
2024
$000
2023
$000
Carrying amount at the beginning of the financial year
8,344
8,380
Share of net result (after income tax)
431
295
Dividends received
(276)
(565)
Share of movement in reserves
40
234
Carrying amount at the end of the financial year
8,539
8,344
123
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 30. 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 2024.
Computershare Limited Closed Group - Statement of financial position
2024
$000
2023
$000
Current assets
Cash and cash equivalents
76,367
50,315
Receivables
149,396
95,945
Inventories
563
702
Current tax assets
-
-
Other current assets
10,236
7,210
Derivative financial instruments
-
6,100
Total current assets
236,562
160,272
Non-current assets
Receivables
-
1,711
Other financial assets
2,697,968
2,635,051
Property, plant and equipment
18,116
14,875
Right-of-use assets
17,101
24,433
Deferred tax assets
136,220
128,261
Intangibles
111,193
110,277
Derivative financial instruments
-
653
Other
614
561
Total non-current assets
2,981,212
2,915,822
Total assets
3,217,774
3,076,094
Current liabilities
Payables
108,080
60,226
Borrowings
-
60,000
Lease liabilities
5,628
6,002
Current tax liabilities
218
5,410
Provisions
-
46
Derivative financial instruments
346
6,558
Total current liabilities
114,272
138,242
Non-current liabilities
Payables
29
350
Borrowings
78,886
108,838
Lease liabilities
20,273
28,211
Deferred tax liabilities
9,237
9,886
Provisions
12,201
11,481
Derivative financial instruments
291,135
282,786
Total non-current liabilities
411,761
441,552
Total liabilities
526,033
579,794
Net assets
2,691,741
2,496,300
Equity
Contributed equity – ordinary shares
308,167
519,299
Reserves
(513,920)
(512,837)
Retained earnings
2,897,494
2,489,838
Total equity
2,691,741
2,496,300
124
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
Computershare Limited Closed Group - Statement of comprehensive income
2024
$000
2023
$000
Revenues from continuing operations
Sales revenue
183,884
188,890
Other revenue
831,974
1,092,557
Total revenue from continuing operations
1,015,858
1,281,447
Other income
10,608
19,519
Expenses
Direct services
141,524
234,554
Technology costs
52,228
50,837
Corporate services
50,954
40,219
Finance costs
43,093
43,852
Total expenses
287,799
369,462
Share of net profit/(loss) of associates and joint ventures accounted for using the equity method
(363)
(20)
Profit before income tax expense
738,304
931,484
Income tax expense/(credit)
18,648
9,354
Profit for the year
719,656
922,130
Other comprehensive income
Cash flow hedges
(10,080)
(224,698)
Exchange differences on translation of foreign operations
6,653
(89,695)
Income tax relating to components of other comprehensive income
3,024
67,410
Total other comprehensive income for the year, net of tax
(403)
(246,983)
Total comprehensive income for the year
719,253
675,147
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
2,489,838
1,811,243
Profit for the year
719,656
922,130
Dividends provided for or paid
(312,000)
(243,535)
Retained earnings at the end of the financial year
2,897,494
2,489,838
125
34. PARENT ENTITY FINANCIAL INFORMATION
(a) Summary financial information
The individual financial statements for the parent entity show the following aggregate amounts:
2024
$000
2023
$000
Balance sheet
Current assets
352,087
68,899
Non-current assets
1,383,041
1,462,765
Total assets
1,735,128
1,531,664
Current liabilities
302,383
28,022
Non-current liabilities
82,627
195,433
Total liabilities
385,010
223,455
Equity
Contributed equity - ordinary shares
308,167
519,299
Reserves
Capital redemption reserve
2
2
Foreign currency translation reserve
(39,084)
(29,954)
Share-based payment reserve
20,977
21,314
Equity related consideration
(2,327)
(2,327)
Retained earnings
1,062,383
799,875
Total equity
1,350,118
1,308,209
Profit/(loss) attributable to members of the parent entity
574,634
828,356
Total comprehensive income attributable to members of the parent entity
565,504
790,605
(b) Guarantees
The parent entity’s financial guarantees have been outlined in note 35.
(c) Contingent liabilities
The parent entity did not have any contingent liabilities as at 30 June 2024 or 30 June 2023 other than the matters outlined
in note 35.
(d) Parent entity financial information
The financial information for the parent entity, Computershare Limited has been prepared on the same basis as the
consolidated financial statements, except as set out below.
Investments in controlled entities, associates and joint venture entities
Investments in controlled entities, associates and joint venture entities are accounted for at cost in the financial statements
of Computershare Limited. Dividends received from associates and joint ventures are recognised in the parent entity’s profit
or loss, rather than being deducted from the carrying amount of these investments.
Tax consolidation legislation
Computershare Limited and its wholly-owned Australian controlled entities formed a tax consolidation group with effect from
1 July 2002.
Members of the tax consolidated group also entered into a tax sharing deed, which includes a tax funding arrangement.
As a consequence, Computershare Limited, as the head entity in the tax consolidation group, has recognised the current tax
liability (or receivable) relating to the wholly owned Australian controlled entities in this group in the financial statements as if
that liability (or receivable) was its own. Amounts receivable or payable under the tax sharing deed are recognised separately
as intercompany payables or receivables.
126
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | 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:
>
$550.0 million four-year USD Syndicated Facility Agreement executed on 24 November 2023;
>
$550.0 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 $550.0 million (2023: $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 1.8 million (2023: AUD 2.6 million) have been given in respect of facilities provided to Australian
subsidiaries.
Bank guarantees of ZAR 6.3 million (2023: ZAR 6.3 million) have been given in respect of facilities provided to South African
subsidiaries.
A performance guarantee of ZAR 32.0 million (2023: 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 (2023: 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 $29.5 million (2023: $33.0 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.
127
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 11%)
>
Category 3 – SG (Superannuation Guarantee) Staff and casual and fixed term employees (statutory employer contributions,
voluntary employee contributions)
Foreign controlled entities contribute to the defined contribution funds as follows:
>
United Kingdom entities – between 1% and 10% of employees’ gross salaries depending upon years of service
>
United States entities – voluntary employee contributions with matching employer contribution up to 4% of employees’
eligible compensation
>
Canadian entities – between 2% and 7% of employees’ base salaries dependent upon years of service
>
South African entities – 12% of employees’ gross salaries
>
New Zealand entities – voluntary employee contributions with matching employer contribution up to 6% of employees’
base salaries
>
Hong Kong entities – between 5% and 20% of employees’ base salary dependent upon years of service
Defined Benefit Funds
The Group operates a defined benefit plan in Switzerland. Refer to note 24 for more information on this plan.
(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.
37. CAPITAL EXPENDITURE COMMITMENTS
Capital expenditure commitments contracted for at balance date but not recorded in the financial statements are as follows:
2024
$000
2023
$000
Plant and equipment
1,431
1,918
1,431
1,918
38. SIGNIFICANT EVENTS AFTER YEAR END
No other matter or circumstance has arisen since the end of the financial year which is not otherwise dealt with in this
financial report that has significantly affected or may significantly affect the operations of the consolidated entity, the results
of those operations or the state of affairs of the consolidated entity in subsequent financial years.
128
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
39. RELATED PARTY DISCLOSURES
Key management personnel disclosures are included in note 40. Detailed remuneration disclosures are provided in the
remuneration report.
Directors’ shareholdings
Shares in the parent entity
2024
2023
Ordinary shares held at the end of the financial year
212,814
183,639
Net ordinary shares purchased/(sold) by directors during the financial year
(270,853)
(222,155)
2024
$
2023
$
Ordinary dividends received during the year in respect of those ordinary shares
103,988
100,324
(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.
(c) Transactions with associates and joint ventures
The following transactions were entered into with associates and joint ventures:
2024
$
2023
$
Sales and purchases of goods and services
Sales to
187,429
201,043
Purchases from
2,279,541
3,003,847
Outstanding balances arising from sales and purchases of goods and services
Trade receivables
139,663
84,355
Trade payables
30,081
97,049
(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.
129
40. KEY MANAGEMENT PERSONNEL DISCLOSURES
Key management personnel compensation
2024
$
2023
$
Short-term employee benefits
6,782,307
6,388,386
Other long-term benefits
97,280
20,706
Post-employment benefits
139,345
158,255
Share-based payments
3,666,545
3,330,943
Other
75,406
27,441
Total
10,760,883
9,925,731
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.
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 operates 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
Ordinary shares
2024
2023
Opening balance
11,659,384
11,619,817
Shares purchased on the market
2,719,187
4,192,158
Forfeited shares reissued
300,219
(922,523)
Shares forfeited
(79,374)
(123,215)
Shares withdrawn
(3,011,090) (3,106,853)
Closing balance
11,588,326
11,659,384
Fair value of shares granted through the employee share plan ($000)1
49,135
51,960
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 $24.50.
130
COMPUTERSHARE
ANNUAL REPORT 2024
REPORTS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
FINANCIALS | Notes to the
Consolidated Financial Statements
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 was subject to an EPS hurdle and 50% was 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. Since then 40% of each award of performance rights is subject to a TSR performance hurdle, 30% is subject to a
Management EPS excluding margin income hurdle and 30% is subject to a Return on Invested Capital (ROIC) hurdle.
Set out below are summaries of performance rights and SARs granted under the LTIP:
Performance rights
Grant date
Approximate
exercise
date
Exercise
price
Balance at
beginning of
the year
Granted
during the
year
Exercised
during
the year
Lapsed
during
the year
Balance at
end of
the year
Exercisable
at end of
the year
27 Nov 2020
Sep 2023
$0.00
390,394
-
(390,394)
-
-
-
29 Nov 2021
Sep 2024
$0.00
667,099
-
-
(10,799)
656,300
-
28 Nov 2022
Sep 2025
$0.00
506,929
-
-
(16,406)
490,523
-
22 Mar 2024
Sep 2026
$0.00
-
547,266
-
-
547,266
Total
1,564,422
547,266
(390,394)
(27,205)
1,694,089
-
Share appreciation rights
27 Nov 2020
Sep 2023
$0.00
1,381,710
-
(1,381,710)
-
-
-
Total
1,381,710
-
(1,381,710)
-
-
-
The fair value of performance rights granted under the 2024 LTI plan were assessed using the following parameters:
2024 Plan TSR
2024 Plan EPS Ex MI
2024 Plan ROIC
Grant Date
22 March 2024
22 March 2024
22 March 2024
Hurdle start date
1 July 2023
1 July 2023
1 July 2023
Hurdle end date
30 June 2026
30 June 2026
30 June 2026
Share price at grant date
AUD 25.64
AUD 25.64
AUD 25.64
Fair value at measurement date (i)
AUD 15.68
AUD 23.76
AUD 23.76
Exercise price
AUD 0.00
AUD 0.00
AUD 0.00
Expected volatility (ii)
24.87%
24.87%
24.87%
Option life
2.44 years
2.44 years
2.44 years
Expected dividend yield p.a (iii)
3.12%
3.12%
3.12%
Risk free rate p.a. (iv)
3.71%
3.71%
3.71%
(i) To calculate fair value, a Monte Carlo simulation was used to estimate the likelihood of achieving the relative TSR hurdles. For the EPS Ex MI and ROIC hurdles,
the Black-Scholes-Merton model was used to estimate the fair value.
(ii) Expected volatility is based on historical daily share price for the three-year period preceding the grant date.
(iii) Expected dividend yield is based on historic yield for the three-year period immediately preceding the grant date.
(iv) Risk free interest rate is based on the three-year zero-coupon Australian government bonds at grant date.
131
(c) Employee benefits recognised
2024
$000
2023
$000
Performance rights expense
4,807
3,684
Share plan and options expense
29,939
31,505
Aggregate employee entitlement liability (note 23 and 24)
54,201
49,342
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
1,798
1,500
- Network firms of PricewaterhouseCoopers Australia
4,152
4,364
5,950
5,864
Regulatory assurance and other required engagements by local regulations
- PricewaterhouseCoopers Australia
40
40
- Network firms of PricewaterhouseCoopers Australia
2,814
2,993
2,854
3,033
Assurance services required by Computershare’s clients’ financial statement (statutory) auditors
- PricewaterhouseCoopers Australia
449
440
- Network firms of PricewaterhouseCoopers Australia
3,641
2,482
4,090
2,922
Other assurance related services
- PricewaterhouseCoopers Australia
-
-
- Network firms of PricewaterhouseCoopers Australia
-
22
-
22
Total assurance services fees
12,894
11,841
Other non-assurance services:
Taxation compliance services
- Network firms of PricewaterhouseCoopers Australia
172
188
172
188
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
5
21
5
21
Total
13,071
12,050
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 Third-Party Assurance reports required by Computershare’s clients’ financial
statement (statutory) auditors who rely on these Third-Party Assurance 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 is 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.
132
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
REPORTS | Consolidated Entity
Disclosure Statement
Entity Name
Entity type
Trustee,
partner
or partici-
pant in
JV
% of
share
Capital
Country of
Incorporation
Australian
resident
or foreign
resident
Foreign jurisdiction(s)
of foreign residence
Computershare Limited
Body corporate -
-
Australia
Australia
-
A.C.N. 080 903 957 Pty Ltd
Body corporate Partner
100
Australia
Australia
-
A.C.N. 081 035 752 Pty Ltd
Body corporate Partner
100
Australia
Australia
-
CDS International Pty Limited
Body corporate -
100
Australia
Australia
-
Communication Services Australia Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Clearing Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Communication Services
Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Dealing Services Pty Ltd
Body corporate -
100
Australia
Australia
-
Computershare Depositary Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Finance Company Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Investor Services Pty Limited
Body corporate -
100
Australia
Australia
-
Computershare Plan Co Pty Ltd
Body corporate -
100
Australia
Australia
-
Computershare Plan Managers Pty Ltd
Body corporate -
100
Australia
Australia
-
Computershare Technology Services Pty Ltd
Body corporate -
100
Australia
Australia
-
Computershare Utility Services Pty Ltd
Body corporate -
100
Australia
Australia
-
CPU Share Plans Pty Limited
Body corporate -
100
Australia
Australia
-
CRS Custodian Pty Ltd
Body corporate -
100
Australia
Australia
-
Financial Market Software Consultants Pty Ltd
Body corporate -
100
Australia
Australia
-
Georgeson Shareholder Communications Australia
Pty. Ltd.
Body corporate -
100
Australia
Australia
-
Global eDelivery Group Pty Ltd
Body corporate -
100
Australia
Australia
-
Obadele Pty Ltd
Body corporate -
100
Australia
Australia
-
Q M Industries (N.S.W.) Pty. Ltd.
Body corporate -
100
Australia
Australia
-
Registrars Holding Pty Ltd
Body corporate -
100
Australia
Australia
-
Sepon (Australia) Pty. Limited
Body corporate -
100
Australia
Australia
-
Source One Communications Australia Pty Ltd
Body corporate -
100
Australia
Australia
-
Switchwise Pty Ltd
Body corporate -
100
Australia
Australia
-
Computershare Investor Services (Bermuda)
Limited
Body corporate -
100
Bermuda
Foreign
Bermuda
Computershare Investor Services (BVI) Limited
Body corporate -
100
British Virgin Islands
Foreign
*N/A
Computershare Canada Inc.
Body corporate -
100
Canada
Foreign
Canada
Computershare Governance Services Ltd.
Body corporate -
100
Canada
Foreign
Canada
Computershare Investments (Canada) (No.1) ULC
Body corporate -
100
Canada
Foreign
Canada
Computershare Investor Services Inc.
Body corporate -
100
Canada
Foreign
Canada
Computershare Technology Services Inc.
Body corporate -
100
Canada
Foreign
Canada
Computershare Trust Company of Canada
Body corporate -
100
Canada
Foreign
Canada
Georgeson Shareholder Communications
Canada Inc.
Body corporate -
100
Canada
Foreign
Canada
SyncBASE Inc.
Body corporate -
100
Canada
Foreign
Canada
Computershare Investor Services (Cayman) Limited Body corporate -
100
Cayman Islands
Foreign
*N/A
Computershare International Information
Consultancy Services (Beijing) Company Limited
Body corporate -
100
China
Foreign
China
Computershare A/S
Body corporate -
100
Denmark
Foreign
Denmark
Georgeson Shareholder SAS
Body corporate -
100
France
Foreign
France
Computershare Communication Services GmbH
Body corporate -
100
Germany
Foreign
Germany
Computershare Deutschland GmbH & Co. KG
Partnership
-
N/A
N/A
N/A
N/A
Computershare Governance Services GmbH
Body corporate -
100
Germany
Foreign
Germany
Computershare Verwaltungs GmbH
Body corporate Partner
100
Germany
Foreign
Germany
Computershare Investor Services (Guernsey)
Limited
Body corporate -
100
Guernsey
Foreign
Guernsey
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
AS OF 30 JUNE 2024
133
Entity Name
Entity type
Trustee,
partner
or partici-
pant in
JV
% of
share
Capital
Country of
Incorporation
Australian
resident
or foreign
resident
Foreign jurisdiction(s)
of foreign residence
Computershare Asia Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Hong Kong Development Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Hong Kong Investor Services
Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Hong Kong Nominees Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Hong Kong Trustees Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Investor Services Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Hong Kong Registrars Limited
Body corporate -
100
Hong Kong
Foreign
Hong Kong
Computershare Business Support Services Private
Limited
Body corporate -
100
India
Foreign
India
Computershare Governance Services Limited
Body corporate -
100
Ireland
Foreign
Ireland
Computershare Investor Services (Ireland) Limited
Body corporate -
100
Ireland
Foreign
Ireland
Computershare Services Nominees (Ireland)
Limited
Body corporate -
100
Ireland
Foreign
Ireland
Computershare Nominees (Ireland) Limited
Body corporate -
100
Ireland
Foreign
Ireland
Computershare Trustees (Ireland) Limited
Body corporate -
100
Ireland
Foreign
Ireland
Computershare Italy S.r.l.
Body corporate -
100
Italy
Foreign
Italy
Computershare S.p.A.
Body corporate -
100
Italy
Foreign
Italy
Georgeson S.r.l.
Body corporate -
100
Italy
Foreign
Italy
Proxitalia S.r.l.
Body corporate -
100
Italy
Foreign
Italy
Computershare Company Secretarial Services
(Jersey) Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare DR Nominees Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Investor Services (Jersey) Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Nominees (Channel Islands)
Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Offshore Services Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Treasury Services Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Trustees (C.I.) Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Trustees (Jersey) Limited
Body corporate -
100
Jersey
Foreign
Jersey
Computershare Netherlands B.V.
Body corporate -
100
Netherlands
Foreign
Netherlands
Computershare Investor Services Limited
Body corporate -
100
New Zealand
Foreign
New Zealand
Computershare Nominees NZ Limited
Body corporate -
100
New Zealand
Foreign
New Zealand
ConnectNow New Zealand Limited
Body corporate -
100
New Zealand
Foreign
New Zealand
CRS Nominees Limited
Body corporate -
100
New Zealand
Foreign
New Zealand
Equatex Employee Services AS
Body corporate -
100
Norway
Foreign
Norway
Equatex Norway AS
Body corporate -
100
Norway
Foreign
Norway
Equatex Poland Sp. Z.o.o.
Body corporate -
100
Poland
Foreign
Poland
CIS Company Secretaries (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Computershare (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Computershare Investor Services (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Computershare Nominees (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Computershare Outsourcing (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Computershare South Africa (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Minu (Pty) Ltd
Body corporate -
74
South Africa
Foreign
South Africa
Georgeson S.L
Body corporate -
100
Spain
Foreign
Spain
Computershare AB
Body corporate -
100
Sweden
Foreign
Sweden
Computershare Schweiz AG
Body corporate -
100
Switzerland
Foreign
Switzerland
Computershare Technology Services AG
Body corporate -
100
Switzerland
Foreign
Switzerland
Equatex AG
Body corporate -
100
Switzerland
Foreign
Switzerland
Equatex Group Holding AG
Body corporate -
100
Switzerland
Foreign
Switzerland
134
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
REPORTS | Consolidated Entity
Disclosure Statement
Entity Name
Entity type
Trustee,
partner
or partici-
pant in
JV
% of
share
Capital
Country of
Incorporation
Australian
resident
or foreign
resident
Foreign jurisdiction(s)
of foreign residence
Baseline Capital Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Company Nominees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Governance Services (UK) Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Investments (UK) (No.3) Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Investments (UK) (No.8) Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Investor Services Plc
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Limited
Body corporate JV
Participant
100
United Kingdom
Foreign
United Kingdom
Computershare Mortgage Services Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Services Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Services Nominees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Technology Services (UK) Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Trustees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Voucher Services Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Credit Advisory Services Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
DPS Trustees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
EES Capital Trustees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
EES Corporate Trustees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
EES Trustees Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Equatex UK Ltd
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Equatex UK Nominee Ltd
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Homeloan Management Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Rosolite Mortgages Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Siberite Mortgages Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Topaz Finance Limited
Body corporate -
100
United Kingdom
Foreign
United Kingdom
Computershare Communication Services Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Delaware Trust Company
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Governance Services Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Holdings Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Technology Services, Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare Trust Company, N.A.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare US Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Computershare US Investments LLC
Body corporate -
100
United States of America
Foreign
United States of America
Computershare US Services Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Georgeson LLC
Body corporate -
100
United States of America
Foreign
United States of America
Georgeson Securities Corporation
Body corporate -
100
United States of America
Foreign
United States of America
GTU Ops Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Looking Glass Trust I
Trust
-
N/A
N/A
N/A
N/A
RCNG LLC
Body corporate -
100
United States of America
Foreign
United States of America
Verbatim LLC
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Florida LLC
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Management LLC
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Mississippi LLC
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [Arkansas]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [California]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [Florida]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [Hawaii]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [Kansas]
Body corporate -
100
United States of America
Foreign
United States of America
135
Entity Name
Entity type
Trustee,
partner
or partici-
pant in
JV
% of
share
Capital
Country of
Incorporation
Australian
resident
or foreign
resident
Foreign jurisdiction(s)
of foreign residence
Corporate Creations Network Inc. [Maryland]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Network Inc. [Oklahoma]
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations New Mexico Inc.
Body corporate -
100
United States of America
Foreign
United States of America
Corporate Creations Puerto Rico, Inc.
Body corporate -
100
Puerto Rico
Foreign
Puerto Rico
United Agent Group Inc.
Body corporate -
100
Puerto Rico
Foreign
Puerto Rico
United Agent Group Inc.
Body corporate -
100
US Virgin Islands
Foreign
US Virgin Islands
United Agent Group Inc. [Alabama]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Alaska]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Arizona]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Arkansas]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [California]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Colorado]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Connecticut]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Delaware]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Florida]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Georgia]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Hawaii]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Idaho]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Illinois]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Indiana]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Iowa]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Kansas]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Kentucky]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Louisiana]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Maine]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Maryland]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Massachusetts]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Michigan]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Minnesota]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Mississippi]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Missouri]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Montana]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Nebraska]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Nevada]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [New Hampshire]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [New Jersey]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [New Mexico]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [New York]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [North Carolina]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [North Dakota]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Ohio]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Oklahoma]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Oregon]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Pennsylvania]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Rhode Island]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [South Carolina]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [South Dakota]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Tennessee]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Texas]
Body corporate -
100
United States of America
Foreign
United States of America
136
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
OVERVIEW
REPORTS | Consolidated Entity
Disclosure Statement
Entity Name
Entity type
Trustee,
partner
or partici-
pant in
JV
% of
share
Capital
Country of
Incorporation
Australian
resident
or foreign
resident
Foreign jurisdiction(s)
of foreign residence
United Agent Group Inc. [Utah]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Vermont]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Virginia]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Washington]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Washington D.C.]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [West Virginia]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Wisconsin]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Inc. [Wyoming]
Body corporate -
100
United States of America
Foreign
United States of America
United Agent Group Management LLC
Body corporate -
100
United States of America
Foreign
United States of America
Worldwide Nominee LLC
Body corporate -
100
United States of America
Foreign
United States of America
Worldwide Incorporators Ltd.
Body corporate -
100
United States of America
Foreign
United States of America
*
N/A - since no corporate income, capital gains or other direct taxes are currently imposed on corporations in the jurisdiction, corporate residency is
not relevant.
*
Where companies have the same Entity Name and Country of Incorporation, the state of incorporation has been included in square brackets to distinguish
between these separate legal entities.
Basis of preparation
This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the Corporations Act 2001 and
includes information for each entity that was part of the consolidated entity as at the end of the financial year in accordance
with AASB 10 Consolidated Financial Statements.
Determination of corporate tax residency
Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax Assessment
Act 1997. The determination of tax residency involves judgement as there are different interpretations that could be adopted,
and which could give rise to a different conclusion on residency. The rules and guidance in respect of tax residency have been
applied in good faith.
In determining tax residency, the consolidated entity has applied the following interpretations:
>
Australian tax residency: The consolidated entity has applied current legislation and judicial precedent, including having
regard to the Tax Commissioner’s public guidance in Tax Ruling TR 2018/5.
>
Foreign tax residency: The consolidated entity has applied current legislation, judicial precedent and practice in the
determination of foreign tax residency.
Partnerships and trusts
Australian tax law generally does not contain corresponding residency tests for partnerships and trusts. These entities are
typically taxed on a flow-through basis.
Additional disclosures on the tax status of partnerships and trusts have been provided where relevant.
137
In the directors’ opinion:
(a) the financial statements and notes set out on pages 66 to 131 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 2024 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) the consolidated entity disclosure statement on pages 132 to 136 is true and correct; and
(d) 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
SJ Irving
Director
23 September 2024
DIRECTORS’
DECLARATION
138
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
REPORTS
Declaration to the Board of Directors
OVERVIEW
The Chief Executive Officer and Chief Financial Officer declare that:
(a) the financial records of the consolidated entity for the financial year ended 30 June 2024 have been properly maintained
in accordance with section 286 of the Corporations Act 2001;
(b) the consolidated entity disclosure statement on pages 132 to 136 is true and correct; and
(c) the financial statements, and the notes to the financial statements, of the consolidated entity, for the financial year ended
30 June 2024:
(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 2024 and of their performance
for the financial year ended on that date.
SJ Irving
Chief Executive Officer
NSR Oldfield
Chief Financial Officer
23 September 2024
DECLARATION TO THE
BOARD OF DIRECTORS
139
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 2024 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 financial report comprises:
•
the consolidated statement of comprehensive income for the year ended 30 June 2024
•
the consolidated statement of financial position as at 30 June 2024
•
the consolidated statement of changes in equity for the year ended 30 June 2024
•
the consolidated cash flow statement for the year ended 30 June 2024
•
the notes to the consolidated financial statements, which include material accounting policy
information and other explanatory information
•
the consolidated entity disclosure statement as at 30 June 2024
•
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.
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.
INDEPENDENT
AUDITOR’S REPORT
140
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
REPORTS
Independent Auditor’s Report
OVERVIEW
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.
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.
Audit scope
Key audit matters
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 two geographical locations – United States of
America (USA) and United Kingdom (UK). The Group audit
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 USA and UK due to their
financial significance to the Group.
•
We performed specified risk-focused procedures on certain
account balances for other entities in Australia, USA, UK,
Switzerland and Canada.
•
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, USA, UK, and
Switzerland.
Amongst other relevant topics, we
communicated the impairment
assessment of goodwill as a key
audit matter to the Risk and Audit
Committee.
This is further described in the Key
audit matters section of our report.
141
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.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of goodwill
(Refer to Note 11 of the financial statements)
The Group has a goodwill balance of US $1,808
million at 30 June 2024 (30 June 2023: US $1,913
million), representing approximately 35% (30 June
2023: 31%) of the total assets of the Group.
The Group is required to perform an impairment
assessment of its goodwill balance at least annually
under Australian Accounting Standards.
The Group performed an impairment assessment
over the goodwill balance by calculating the Value in
Use (VIU) using discounted cash flow models
(models) for each cash generating unit or groups of
cash generating units (CGUs) separately identified
for impairment testing.
On 1 May 2024, the Group disposed of the US
Mortgage Servicing (“US MS”) business, which
formed a part of the Mortgage Services & Property
Rental Services operating segment. A relative fair
value calculation was used in determining the
allocation of goodwill to businesses within the
Mortgage Services & Property Rental Services
operating segment during the period. US $108.7m of
goodwill was allocated to the US MS business and
was impaired as part of the disposal process.
The recoverable amount of a CGU is contingent on
future cash flows, amongst other key assumptions,
and there is a risk that if these cash flows do not
meet the Group’s expectations that the carrying
value of goodwill may be impaired.
To evaluate the Group’s assessment of the
recoverable amounts of the CGUs, we performed a
number of procedures, including the following:
•
Obtained an understanding of and evaluating
the Group’s relevant controls over the
impairment assessment of goodwill.
•
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;
•
Compared the Group’s cash flow forecasts to
Board approved business plans;
•
Compared previous cash flow forecasts to
actual results to assess the historical
accuracy of the Group’s forecasting;
•
With the support of our valuation experts, we
assessed the appropriateness of discount
142
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
REPORTS
Independent Auditor’s Report
OVERVIEW
Key audit matter
How our audit addressed the key audit matter
The models prepared by the Group contain a
number of significant judgements and estimates
which have been applied to determine the following:
•
Discount rates;
•
Five-year cash flow forecasts; and
•
Earnings growth rates applied beyond the
five-year cash flow forecasts (terminal
growth rates).
The Group also performed a sensitivity analysis over
the value-in-use calculations, by varying the
assumptions used (terminal growth rate and discount
rate) to assess the impact on the impairment
assessment. For each CGU, the recoverable amount
exceeds the carrying amount when testing for
reasonably possible changes in key assumptions.
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.
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 in
the models were consistent with our
knowledge of current business conditions,
externally derived data (where possible) and
our understanding of the business; and
•
For each CGU, assessed the Group’s
sensitivity analysis which included the Group’s
assessment of reasonably possible changes
to key assumptions.
In relation to the US MS disposal, we performed the
following procedures, amongst others:
•
Compared the relative fair value used in the
goodwill allocation calculation to the total
consideration and results of the Group’s VIU
calculations;
•
Assessed the mathematical accuracy of the
relative fair value calculation;
•
Assessed the determination of the impairment
of US $108.7m based off total consideration.
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.
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 2024, 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.
143
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 in accordance
with Australian Accounting Standards and the Corporations Act 2001 including giving a true and fair
view and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error.
In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of
Financial Statements, that the financial statements comply with International Financial Reporting
Standards.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf.
This description forms part of our auditor's report.
144
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
FURTHER INFORMATION
GOVERNANCE
REPORTS
Independent Auditor’s Report
OVERVIEW
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2024.
In our opinion, the remuneration report of Computershare Limited for the year ended 30 June 2024
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
Melbourne
Partner
23 September 2024
145
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
Number of
ordinary
shares
Fully paid
percentage
AustralianSuper Pty Ltd
70,984,945
12.05%
State Street Corporation
44,040,229
7.47%
BlackRock Group
36,491,751
6.19%
Christopher John Morris
32,091,083
5.45%
Vanguard Group
30,873,590
5.24%
Class of shares and voting rights
At 13 September 2024 there were 40,036 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 13 September 2024
Size of holding
Ordinary
shareholders
% of issued
capital
1 – 1,000
25,024
1.54
1,001 - 5,000
11,968
4.46
5,001 - 10,000
1,797
2.13
10,001 - 100,000
1,159
4.36
100,001 and over
88
87.51
Total shareholders
40,036
100.00
There were 640 shareholders holding less than a marketable parcel of 18 ordinary shares as at 13 September 2024.
SHAREHOLDER
INFORMATION
146
COMPUTERSHARE
ANNUAL REPORT 2024
FINANCIALS
REPORTS
GOVERNANCE
OVERVIEW
FURTHER INFORMATION
Shareholder information
Twenty Largest Shareholders of ordinary shares as at 13 September 2024
Ordinary shares
Number
%
HSBC Custody Nominees (Australia) Limited
175,350,089
29.76
J P Morgan Nominees Australia Pty Limited
143,598,739
24.37
Citicorp Nominees Pty Limited
74,689,405
12.68
BNP Paribas Nominees Pty Ltd
10,481,758
1.78
Invia Custodian Pty Limited
9,801,402
1.66
Computershare Clearing Pty Ltd
8,770,994
1.49
Welas Pty Ltd
8,650,000
1.47
BNP Paribas Noms Pty Ltd
8,005,971
1.36
Finico Pty Ltd
7,257,557
1.23
BNP Paribas Nominees Pty Ltd
6,525,667
1.11
Citicorp Nominees Pty Limited
6,149,603
1.04
National Nominees Limited
6,080,128
1.03
Argo Investments Limited
5,350,000
0.91
Buttonwood Nominees Limited Pty Ltd
4,516,528
0.77
HSBC Custody Nominees (Australia) Limited
4,089,056
0.69
Australian Foundation Investment Company Limited
3,630,000
0.62
Netwealth Investments Limited
2,972,536
0.50
BNP Paribas Nominees Pty Ltd
2,608,774
0.44
Fraser Island Pty Ltd
2,558,093
0.43
Michele Jean O'Halloran
2,185,000
0.37
Total
493,271,300
83.71
DIRECTORS
Paul Joseph Reynolds
(Chairman)
Stuart James Irving
(President and Chief Executive Officer)
Abigail Pip Cleland
Tiffany Lee Fuller
Lisa Mary Gay
John Nendick
Gerrard Bruce Schmid
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 1300 307 613 (within Australia)
+ 61 3 9415 4222
Facsimile + 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
CORPORATE
DIRECTORY
Computershare Limited
ABN 71 005 485 825
The Annual Report
is available online at
www.computershare.com