ASX Announcement
18 August 2021
2021 Annual Report
Attached is Corporate Travel Management Limited’s 2021 Annual Report.
Authorised for release by the Board.
Contact details
Media enquiries: Alasdair Jeffrey, Rowland – alasdair.jeffrey@rowland.com.au / +61 404 926 768
Investor enquiries: Allison Dodd – allison.dodd@travelctm.com / +61 7 3210 3354
C
C
O
O
R
R
P
P
O
O
R
R
A
A
T
T
E
E
T
T
R
R
A
A
V
V
E
E
L
L
M
M
A
A
N
N
A
A
G
G
E
E
M
M
E
E
N
N
T
T
-
-
A
A
N
N
N
N
U
U
A
A
L
L
R
R
E
E
P
P
O
O
R
R
T
T
2
2
0
0
2
2
0
1
annual2021
report
Corporate Travel Management Limited
ABN 17 131 207 611
ANNUAL REPORT 2021 In this report
Key Financial Highlights
Chairman’s Report
Managing Director’s Report
Board of Directors
Executive Team
Sustainability Report
Financial Report
6
8
12
16
18
20
38
3
ANNUAL REPORT 2021 The Butterfly Philosophy:
From transformation to taking
flight in FY22 and beyond
CTM has never been a business that sits still. Our reputation for innovation and
continuous improvement is testament to the spirit of our people. In navigating
the global COVID-19 pandemic, this spirit has never been more important to
our business continuity and our ability to support our customers’ and partners’
evolving travel needs. We call it the "Butterfly Philosophy" – represented in our
brand story of transformation, diversification and adaptability – a culture and
mindset that will ensure our business continues to grow and evolve to meet the
challenges and opportunities of the future.
It’s time to reconnect, rebuild and reimagine the new era of travel.
4
CORPORATE TRAVEL MANAGEMENT 5
ANNUAL REPORT 2021 Key Financial
Highlights
2020 ‒ 2021 Performance Highlights
Rapid return to underlying EBITDA in 2H21
USA, EU, AU/NZ regions all profitable in 4Q21, with USA
momentum strong and continuing post year-end.
CTM most exposed to regions with strongest
recovery momentum and advanced vaccine roll-out
Pro-forma 2019 Group revenue for USA / EU regions combined
was 72%, compared to more than 80% at year-end.
Environment primed for CTM market share gains
CTM’s customer value proposition of expert service, innovative technology
and ROI is highly relevant to customers in the complex recovery environment.
Strong new client wins due to enhanced reputation in this environment.
Balance sheet strength
Zero debt, sufficient cash, reduced credit facility and returned profitability.
CTM is a much larger business post-COVID-19
Estimated to be fourth largest global travel manager in the world. On a FY19 pro-forma
basis, revenue +57%* and underlying EBITDA +57%* at full recovery. Material post-recovery
EPS-accretion through acquisitions made, synergies and improved efficiencies.
$1.6B
TOTAL TRANSACTION VALUE
($7.2M)
UNDERLYING EBITDA
$200.5M
TOTAL REVENUE AND OTHER INCOME
($55.4M)
STATUTORY NPAT ATTRIBUTABLE TO OWNERS
$99.0M
CASH
66
*FX AUD1.00= USD0.75, GBP0.55. HKD6.00
ANNUAL REPORT 2021CORPORATE TRAVEL MANAGEMENTCORPORATE TRAVEL MANAGEMENT Total revenue and other income generated by region
Corporate Travel Management operates across four continents and,
supported by our global network of partners, has the ability to service
customers in every corner of the world.
AMERICAS
AUS/NZ
EUROPE
ASIA
$43.6M
$42.0M
$18.9M
$96.0M
$200.5M
TOTAL REVENUE AND
OTHER INCOME
AMERICAS
48%
TOTAL REVENUE
AND OTHER INCOME
EUROPE
21%
TOTAL REVENUE
AND OTHER INCOME
ASIA
9%
TOTAL REVENUE
AND OTHER INCOME
AUS/NZ
22%
TOTAL REVENUE
AND OTHER INCOME
7
ANNUAL REPORT 2021CORPORATE TRAVEL MANAGEMENTCORPORATE TRAVEL MANAGEMENT Chairman’s
Report
Dear Shareholder
Year in review
The CTM businesses faced difficult
operating conditions again this year, as the
travel industry continued to experience
major disruption because of government-
mandated travel restrictions, border
closures and quarantine requirements.
Despite this, there were pleasing signs of
momentum building in the final quarter
especially in our North American, UK and
European businesses as high vaccination
rates against COVID-19 allowed travel
activity to pick up. The strengths of our
flexible and resilient business model,
robust strategy and clear purpose allowed
CTM to protect its strong liquidity and
financial position while also undertaking
its largest ever acquisition and capital
raising during the year.
Financial Performance
The financial performance of the Group
was significantly impacted by the COVID-19
operating environment. The Group reported
a statutory Net Loss After Tax of $55.351
million compared to the prior year loss
of $8.185 million. Excluding one-off or
non-recurring items, underlying Net Loss
Before Tax was $43.607 million. This was a
resilient performance in the face of major
disruption to corporate travel activity,
underpinned by a combination of prudent
cost management and a consistent
revenue stream from our clients in essential
industries, such as government, healthcare
and mining, who have continued to travel
throughout the pandemic.
EWEN CROUCH AM
CHAIRMAN
8
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 two organisations as Travel & Transport
demonstrates the same company-wide
focus on high quality service, proprietary
technology and delivering measurable
value for clients.
Following completion of the acquisition
in October 2020, Kevin O’Malley was
appointed as CEO of our North American
business with Maureen Brady returning to
the role of Chief Operating Officer – North
America. The integration program is on
track and the combined business is well-
positioned to emerge from COVID-19 a
more efficient and diversified business.
The acquisition was funded by a $375
million institutional and retail entitlement
offer. We were delighted by the strong
support for the capital raising and
we thank our shareholders for their
contributions. Funds raised through the
entitlement offer have also been used to
fund integration and transaction costs, as
well as to provide balance sheet flexibility
and capacity for other acquisitions such as
Sydney-based travel technology company
Tramada, a leading provider of software
solutions to the travel industry.
The Group maintained its strong liquidity
position finishing the year with $99.0
million cash, no debt and available facilities
of GBP £60 million at 30 June 2021. As a
result of this robust financial position, CTM
chose to reduce the size of its credit facility
during the year.
Our revenues grew through the
year, particularly in the second half.
Management’s actions taken in FY20 to
maintain our service levels and continue
to invest in our proprietary technology
positioned CTM well as corporate travel
activity started to recover and this was
most evident in the North America and
UK markets, from which over 80% of our
revenues were derived.
The strengths of our flexible and resilient
business model, robust strategy and clear
purpose allowed CTM to protect its strong
liquidity and financial position while also
undertaking its largest ever acquisition and
capital raising during the year.
Acquisitions and Capital Raising
The acquisition of US-based Travel &
Transport announced on 29 September
2020 materially enhanced CTM’s scale and
provided CTM with broader and deeper
management expertise in the North
American corporate travel market. There is
a strong cultural alignment between the
9
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Sustainability
People
Our FY21 Sustainability Report is centred
around four key pillars, namely ‘Governance’,
‘People’, ‘Planet’ and ‘Prosperity’ and focuses
on the material risks and opportunities
that we believe will determine CTM’s
sustainability over the longer-term. We have
broadly aligned our reporting framework
with the guidance provided by the World
Economic Forum (WEF)1.
Our longer-term success is dependent
on meeting the expectations of our key
stakeholders. We look forward to continuing
to engage with our stakeholders on
sustainability matters to ensure we capture
their views and insights relevant to CTM. We
have made good progress in FY21 however
we recognise that we need to continue to
enhance our sustainability reporting and
work will continue in FY22 to refine data
capture, measurement and goal setting.
Our FY21 Sustainability Report focuses on
the material risks and opportunities that we
believe will determine CTM’s sustainability
over the longer-term. We have broadly aligned
our reporting framework with the guidance
provided by the World Economic Forum.
Our first priority has always been to ensure
the health and wellbeing of our people,
our clients and our other stakeholders.
We have engaged with our clients to
understand their travel risks arising during
the pandemic, and have been providing
them with a broader range of consultancy
support beyond traditional travel booking,
reporting and supplier management.
Government support measures that were
in place in some of our operating regions
at different times during the year have
assisted in the preservation of jobs at CTM.
With many of these support measures
coming to an end during the course of the
year, we were once again faced with the
difficult decision in the second half of FY21
of making further redundancies, particularly
in those regions such as Asia where travel
activity remains very low.
The Board and executive team are
conscious of the impact these decisions
have on individual employees and their
families. The decisions to make roles
redundant were not made lightly. These
measures have been necessary to support
our business to withstand the impacts
of the global pandemic and to ensure
business continuity through a prolonged
period of significantly reduced travel activity
and revenue, all while continuing to provide
exceptional service to our clients.
We acknowledge the challenges faced
by our staff globally and appreciate the
resilience, adaptability and professionalism
they have continued to demonstrate during
the pandemic. Throughout the pandemic
we have supported our employees with
a variety of initiatives promoting health
and mental wellbeing, including flexible
working arrangements, access to wellness
information, mental health tips and
techniques, together with support delivered
through our employee assistance program.
The support, understanding and loyalty of
our people is a testament to the culture at
CTM. We thank our CTM alumni for all they
have contributed to the business and look
forward to welcoming back many of them
as travel activity recovers.
1 World Economic Forum, White Paper: Measuring Stakeholder Capitalism: Towards Common Metrics and Consistent
Reporting of Sustainable Value Creation 22 September 2020
10
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 On behalf of the Board, I would also like
to acknowledge the retirement of Neale
O’Connell who stepped down as Global
CFO in February 2021, with Cale Bennett
appointed to the Global CFO role effective
1 March 2021. I am grateful to Neale for his
valuable contribution to CTM and welcome
Cale’s appointment as we move forward in
the next phase of CTM’s development.
We acknowledge the challenges faced
by our staff globally and appreciate
the resilience, adaptability and
professionalism they have continued to
demonstrate during the pandemic.
Year ahead
Significant progress has been made
during the year in global responses to the
pandemic, particularly in the production
and roll-out of vaccines, deployment of rapid
antigen testing, and development of anti-
viral medications. Some countries are more
advanced in their vaccine roll-outs and have
begun to remove various travel restrictions
allowing intra-market and cross border travel
to resume as business opens up.
Our enhanced scale in North America
and UK/Europe, provides a strong
platform for the future and we are well-
positioned for recovery with a clear focus
and strategy for delivering long-term
value for our shareholders.
In closing, I would like to thank all CTM
team members. I would also like to thank
our clients and you, our shareholders, for
your continued support.
Yours sincerely,
Ewen Crouch AM
Chairman,
Corporate Travel Management Limited
18 August 2021
11
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Managing
Director's Report
The team at CTM has managed the impacts
of the COVID-19 pandemic exceptionally well
under difficult circumstances. By moving
swiftly and early in FY20, and maintaining
strong cash management, we were able to
mitigate the worst of the crisis. At 30 June,
we remain debt-free with sufficient cash
reserves which ensures we can continue to
invest in developing the expert services and
travel technologies that are most relevant to
our clients in this new environment.
CTM has never been a business that sits
still. Our commitment to innovation and
continuous improvement is testament to
the spirit of our people. I am immensely
proud of what our teams have achieved
and the collaborative role they have played
in supporting our clients, each other and
supplier partners throughout the pandemic.
The pandemic continued to restrict
business travel around the world during
the year, which inevitably impacted our
financial performance. However, despite
the impacts of COVID-19, the Group’s
underlying profitability was a positive result
for the second half of the financial year.
There were encouraging signs of
momentum building in North America and
UK/Europe in the final quarter of the year
and into the new financial year. The Group is
currently generating more than 80 per cent
of its revenue from these regions, which are
the most advanced in rolling out vaccines
and recovering from the pandemic. Fourth
quarter underlying EBITDA for the Group
was $13.6 million, and our North America,
Europe and Australia/New Zealand regions
were profitable in the period.
Our clients are increasingly confident
about returning to business travel as
pandemic restrictions ease and this is an
encouraging sign for the future of the
business travel industry.
JAMIE PHEROUS
MANAGING DIRECTOR
CTM has never been a business that sits
still. Our commitment to innovation and
continuous improvement is testament to
the spirit of our people. I am immensely
proud of what our teams have achieved and
the collaborative role they have played in
supporting our clients and supplier partners
throughout the pandemic.
12
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 CTM’s butterfly philosophy – represented
in our brand diversification and agility –
enabled us to adapt quickly to the global
pandemic and will support us as we
continue to grow and evolve to meet the
challenges and opportunities of the future.
This agile mindset and operating structure
enabled CTM to bring new client solutions
to market at record speed during the
pandemic, including:
― the integration of COVID-related
health and safety features for airlines
and hotels within our proprietary
online booking tool, Lightning
― the deployment of our COVID-hub
portal to keep clients informed
of the fast-changing travel rules
and regulations to support more
informed travel decisions.
Travel & Transport
Our unique financial position and strong
shareholder support of a $375 million
capital raising allowed us to acquire Travel
& Transport (USA, Europe) in late 2020, a
company with a similar culture to CTM.
The travel ‘downtime’ during late 2020 /
early 2021 allowed us to focus on quickly
integrating our teams under the CTM
brand and has positioned the business
to emerge from the pandemic a bigger
and stronger business with the ability to
support our clients’ evolving travel needs
well into the future.
Enhanced scale combined with
technology and exceptional service
With the acquisition of Travel & Transport,
we are a much bigger business. CTM is now
estimated to be the fourth largest travel
management company in the world, with
the scale and reach to service our clients
wherever their business takes them. Our
goal has never been to be the biggest,
but to be the best at what we do. We are
unwavering in our commitment to deliver
on our value proposition of providing
excellent client service, unrivalled travel
technology and measurable return on our
clients’ travel investment – and all with a
‘can do’ attitude. This value proposition
of expert service, proprietary technology
and ROI saw CTM continue to win clients
in every region as evidenced by our above
market revenue recovery.
Our unique financial position and strong
shareholder support of a $375 million
capital raising allowed us to acquire Travel
& Transport (USA, Europe) in late 2020, a
company with a similar culture to CTM.
13
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Strategic initiatives
The Group focused on the
following key strategic initiatives
during the year:
Continued Organic Growth
and Acquisitions:
Productivity and Internal
Innovation:
― Enhancing our value proposition
― Internal innovation feedback
to meet client needs across the
CTM global network, including a
team dedicated to the strategic
global client segment.
― Leveraging clients across all lines
of business (CTM, ETM, Leisure,
Loyalty, Wholesale).
― Executing merger and
acquisition opportunities that
add scale, niche market positions
and/or geography.
loops, to improve and automate
existing client and non-client
facing processes.
― Staff empowerment to make
service decisions to drive high
staff engagement and client
satisfaction outcomes.
People
Thanks to the professionalism and
commitment of our people, CTM is a highly
valued business partner for our clients. As
a Board and senior management team, we
are mindful of the impact of the pandemic
on our team members across the globe
and we are grateful for their ability to adapt
and remain focused on supporting clients.
Unfortunately, the fall-out from COVID-19 led
to the difficult decision in the second half
of the year to make some roles redundant,
particularly in Asia where travel activity
has continued to be subdued. All of the
people who left the business made valuable
contributions to CTM and I would like to
thank each one of them for their efforts.
Since we reduced the size of our workforce
in FY20, many former staff have chosen to
return to CTM as travel activity has started
to recover. This shows the strength of CTM’s
culture and I hope to welcome more people
back to our team as business travel activity
continues to improve.
FY22 – a new year and new horizons
Notwithstanding the uncertainty which
exists with government decisions on border
restrictions and their impact on travel
supply and demand, CTM is showing steady
signs of recovery. As vaccination programs
progress around the world I am pleased
to advise that through our large exposure
to North America and UK/Europe, we are
seeing increased demand for domestic and
international travel where borders permit as
we enter the new financial year.
The Group remains focused on managing
the business with an eye on the future.
We will continue to enhance our value
proposition to meet clients' needs across
the CTM global network while also
assessing acquisition opportunities that
support our global strategy to create more
levers of organic growth in the long-term.
The Group remains focused on managing the
business with an eye to the future.
14
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Client Facing Innovation:
― Expanding CTM SMART
Technology globally by
developing new tools for and
with our clients.
― Through regional technology
hubs, building tools that
address local or regional
market requirements, including
COVID-19 related tools.
Leveraging our Scale and
Geography:
― Capitalising on scale and our
Our People:
― Attract, retain and develop the
industry’s brightest talent.
global network, to develop and
optimise supplier performance for
our clients and the CTM Agency
Partnership Program (APP).
― Continuing to demonstrate that
CTM is a valuable partner in the
global travel supply chain.
― Empowering our team to
support our clients’ needs.
― Embracing a culture that
represents our values and
business drivers.
So as we enter FY22, I would like to take
this opportunity to thank the Board,
management team and all of our team
members for their efforts in challenging
circumstances. I also wish to thank our
clients, suppliers, partners and shareholders
for your ongoing support for CTM
throughout the COVID-19 pandemic.
Yours sincerely,
Jamie Pherous
Managing Director,
Corporate Travel Management Limited
18 August 2021
15
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Board of Directors
Ewen Crouch AM
Chairman, Independent
Non-Executive Director
Ewen Crouch was a Partner at
Allens from 1988 – 2013. He served
as a member of the firm’s board
for 11 years, including four years as
Chairman of Partners. His other roles
at Allens included Co-Head Mergers
& Acquisitions and Equity Capital
Markets from 2004 – 2010, Executive
Partner – Asian Offices from 1999 –
2004 and Deputy Managing Partner
from 1993 – 1996. He was a director
of Mission Australia from 1995,
including as Chairman from 2009,
until retiring in November 2016.
Ewen is a Fellow of the Australian
Institute of Company Directors and
a member of its Law Committee
and a director of Jawun. He served
as a member of the Takeovers Panel
from 2010-2015, as a member of
the Commonwealth Remuneration
Tribunal from 2015 – 2019, and as
a director of Sydney Symphony
Orchestra from 2009 – 2020.
Jamie Pherous
Managing Director
Jamie Pherous founded Corporate
Travel Management Limited (CTM) in
1994. He has built the Group from its
headquarters in Brisbane to become
one of the world’s largest travel
management companies.
Prior to establishing CTM, Jamie
was employed by Arthur Andersen,
now EY, as a qualif ied Chartered
Accountant, specialising in
business services and f inancial
consulting, notably in Australia,
Papua New Guinea and the
United Arab Emirates.
Sophia (Sophie)
Mitchell
Independent Non-Executive
Director
Sophie Mitchell has over 30 years of
corporate advisory, capital markets
and equity research experience.
She retired from Morgans in June
2019 after over a decade as an
Executive Director in Morgans
Corporate and, prior to this, she
was Morgans Head of Research.
Sophie is a Non-Executive Director
of Morgans Holdings (Australia)
Limited and the Morgans
Foundation Limited, a Board
member for the Australia Council
for the Arts, Non-executive Director
of Myer Family Investments Pty
Ltd, Chairman of Australian Super’s
Queensland Advisory Council and
was a member of the Australian
Government Takeovers Panel
between 2009 and 2018.
16
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Jon Brett
Independent Non-Executive
Director
Jon Brett was formerly an executive
director of Investec Wentworth
Private Equity Limited, and an
executive of Investec Bank (Australia)
Limited. He was also the CEO of
Techway Limited which pioneered
internet banking in Australia. Jon
brings extensive strategic, board and
management experience to CTM,
particularly in the areas of finance
and corporate advisory.
Jon is currently Executive Chairman
of Stridecorp Equity Partners,
an AFSL licensed fund manager
specialising in private equity.
His former directorships include
Godfreys Group Limited, The Pas
Group Limited, deputy president of
the NRMA and Vocus Group Limited
since its listing on the ASX.
Laura Ruffles
Executive Director
Laura Ruffles is CTM’s Global Chief
Operating Officer and, in late
2015, was appointed an Executive
Director in recognition of her
leadership contribution. She has
significant local, regional and
global industry experience and, in
a career of more than 20 years, has
led teams across sales, account
management, operations and
technology. Laura is responsible
for all aspects of CTM’s business
performance. She joined CTM in
2010 and has been a key contributor
to its successful growth. She is
also a Director of the Australian
Federation of Travel Agents.
17
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Executive Team
Jamie Pherous
Managing Director
Jamie Pherous founded Corporate Travel Management Limited
(CTM) in Brisbane in 1994. He has built the Group from its headquarters in
Brisbane to become one of the world’s largest travel management companies.
Prior to establishing CTM, Jamie was employed by Arthur Andersen, now EY, as
a qualified Chartered Accountant, specialising in business services and financial
consulting, notably in Australia, Papua New Guinea and the United Arab
Emirates.
Cale Bennett
Global Chief Financial Officer
Cale Bennett joined CTM in August 2019, before becoming Global CFO in March
2021. Prior to joining CTM, Cale held senior finance roles in ASX listed entities
in the banking, entertainment, and transportation industries. Cale’s corporate
background includes five years spent as Group Treasurer of an ASX-100
company, driving a commercial approach that resulted in significant financial
outcomes. A strong interest in technology has also led Cale to both co-found and
advise start-ups in the fintech industry. Cale holds a Bachelor of International
Finance, Graduate Diploma in Applied Finance and Investment, and Master of
Business Administration qualification. Cale is a Fellow of CPA Australia.
Laura Ruffles
Global Chief Operating Officer
Laura Ruffles is CTM’s Global Chief Operating Officer and, in late 2015,
was appointed an Executive Director in recognition of her leadership
contribution. She has significant local, regional and global industry
experience and, in a career of more than 20 years, has led teams across sales,
account management, operations and technology. Laura is responsible for
all aspects of CTM’s business performance. She joined CTM in 2010 and has
been a key contributor to its successful growth. She is also a Director of the
Australian Federation of Travel Agents.
Debbie Carling
CEO UK / Europe
Debbie Carling has worked in the travel industry for more than 30 years
in several key strategic and senior roles, including Commercial Director at
Britannic Travel. During this time Debbie led the setup of global brand FCM
Travel Solutions and became the Executive General Manager of Europe. In
2011 Debbie joined Chambers Travel and became COO soon after. Debbie
successfully instilled new company processes, productivity and developments
in supplier relations. In December 2014 Chambers was acquired by Corporate
Travel Management, during which time Debbie played a key role in the
successful transition. Debbie was appointed as CEO Europe for CTM in July 2016.
18
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Kevin O'Malley
CEO North America
Kevin O’Malley has more than 25 years of travel industry experience, and joined
CTM from the Travel and Transport acquisition in 2020. His leadership style,
industry acumen and genuine interest in the success of clients and staff make
him an integral member of the CTM executive team. Kevin is committed to
advancing the travel industry, acting as advisory board member among several
key industry groups, and also cultivates his local community by serving on several
boards for Nebraska-based educational institutions and charitable foundations.
As CEO, North America, Kevin is responsible for ensuring the highest level of
personal service, innovation and return on investment to our customers, while
leveraging CTM’s global strategy to benefit regional clients and staff. Prior to
joining the travel industry, Kevin worked as a CPA for both Deloitte and Lutz..
Greg McCarthy
CEO Australia & New Zealand
Greg McCarthy has extensive executive level experience in the travel industry
having held several leadership positions. He founded two travel management
companies in Australia, building them up from small operations to highly
successful medium-sized businesses, with a strong focus on customer retention
and superior service levels. Greg has worked for international airlines and held
an executive directorship in a global TMC, achieving a strong track record
delivering for customers. He was co-founder of Platinum Travel Corporation.
CTM acquired Platinum’s Brisbane and Sydney offices in 2018, with Greg
commencing as CTM CEO Australia and New Zealand on 1 July 2018.
Larry Lo
CEO Asia
Larry Lo is responsible for the overall management, sales operations and
continued development of strategic alliance partnerships across the Asia
region. He started his career in 1988 as a Travel Consultant and worked in
several travel companies in Hong Kong and Canada gaining an in-depth insight
into the international travel industry. Today, Larry manages the CTM business
in Hong Kong, Mainland China, Taiwan and Singapore. He currently serves on
the Executive Committee of the Society of IATA Passenger Agents (SIPA), the
Chairman of IATA Agency Programme Joint Council (APJC) and a Director of
World Travel Agents Associations Alliance (WTAAA).
19
CORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Sustainability Report
Our Sustainability Pillars
Principles of Governance
Planet
People
Prosperity
22
24
28
30
32
20
ANNUAL REPORT 2021CORPORATE TRAVEL MANAGEMENT
Driving
sustainability
throughout
our business
Corporate Travel Management Limited is
pleased to present its FY21 Sustainability
Report.
CTM's focus on long-term sustainability has guided decision-making, particularly since
the onset of the COVID-19 pandemic. We have made decisions and taken action with a
long-term view to creating and protecting value for the business and our key stakeholders.
The pandemic has caused some sustainability initiatives to be scaled back and others
emphasised, to create a focused pathway to see us through the impact of the COVID-19
pandemic and into a successful recovery environment.
CTM has revised this Report following a review of our sustainability strategy and associated
reporting during FY21 to provide further information on the material areas that we believe
will determine CTM’s sustainability over the longer-term. This Report is a further step in our
reporting on areas critical to CTM's long-term success. In the coming year, work will continue
with our key stakeholders to refine data capture, measurement and goal setting.
Our long-term success is dependent on meeting the expectations of our key stakeholders
including our people, clients, suppliers, industry partners, investors and financiers. We have
begun stakeholder engagement and are introducing feedback processes to ensure we
capture and respond appropriately to each perspective.
2121
ANNUAL REPORT 2021 Our Sustainability Pillars
After reviewing a number of the evolving reporting frameworks in the sustainability
ecosystem, we have broadly aligned our reporting with the guidance provided by the
World Economic Forum’s (“WEF”) report; Measuring Stakeholder Capitalism: Towards
Common Metrics and Consistent Reporting of Sustainable Value Creation due to its broad
applicability and commitment from a number of relevant bodies to WEF’s process to
develop globally consistent reporting.
The diagram below summarises our revised areas of focus based on the WEF’s four
reporting pillars being Principles of Governance, People, Planet and Prosperity. The pillars
form the foundation of this Sustainability Report and will underpin CTM’s sustainability
planning in the coming years.
Governance
People
Our Sustainability Pillars
Prosperity
Planet
22
CORPORATE TRAVEL MANAGEMENT Stakeholders and stakeholder engagement
During FY21, we reviewed how we engage with our key stakeholders given they are critical
to successfully meeting our purpose to deliver an enhanced value proposition to corporate
travellers. CTM’s material stakeholders include:
1. Our employees: past, present and prospective
2. Our clients: past, present and prospective
3. Our investors: present and prospective
4. Our suppliers and our industry partners
5. Governments and regulatory bodies in the regions we operate in
6. Our financiers
The table below sets out how we engage with each of our material stakeholder groups:
Stakeholder
Engagement methods
― Various employee meetings, business update sessions, intranet, newsletters and a range
of other communication methods
Employees
― Regular one-to-one employee and leader meetings, and monthly check-ins
― Employee feedback loops including but not limited to employee engagement surveys,
Clients
employee new starter and exit surveys
― Training sessions
― Client feedback loops
― Client surveys
― Client engagement forums
― Client information requests on sustainability topics
― Participation in industry events and conferences
― Direct engagement to understand emerging challenges and long-term needs
― Direct engagement with larger shareholders and analysts
― Direct engagement with proxy houses and other shareholder or investment advisors
― Interim and full year result reporting and presentations
Investors
― Investor roadshows
― Participation in investment market events and conferences
― ASX releases
― Annual General Meeting
Suppliers/Partners
― Participation in industry events and conferences
― Discussions throughout the procurement process
― Direct engagement throughout the supply contract lifecycle
― Questionnaires, audits
Government
and regulatory
bodies
― Membership of and participation in industry associations
― Policy submissions, participation in working groups and meetings with government
― Liaison with regulators in the jurisdictions in which we operate
Financiers
― Direct engagement
― Participation in industry events and conferences
23
ANNUAL REPORT 2021 CTM conducted informal interactions with our stakeholders during FY21 regarding
sustainability, including many conversations on long-term sustainability issues given the
pandemic and increased importance of climate change. This report covers the material topics
that stakeholders focussed on. In FY22, we will engage with stakeholders in a structured way
on sustainability matters to ensure we fully capture their views and insights relevant to CTM.
Principles of Governance
Governance is fundamental to our long-term sustainability. Defining and monitoring our
purpose, governance framework, ethics and integrity, and risk management framework
together provide CTM’s material governance foundations required to create long-term value
for our stakeholders.
Our purpose
CTM was established in 1994 with a clear purpose to deliver an enhanced value proposition
to corporate travellers. Our purpose remains unchanged. CTM’s culture is founded on the
principle of empowering its people, through good processes and excellent training, to
deliver a strong return on investment to clients underpinned by intuitive industry-leading
technology and highly personalised service. The sustainability of CTM is inextricably linked to
our vision, mission and values summarised below.
Our Vision
To be recognised as the global leader
Our Vision
in travel management solutions – an
entrepreneurial, innovative and inspiring
company of choice for employees, customers,
partners and shareholders.
Our Mission
To be travel management leaders in
all regions in which we operate, using
innovative technology to improve the
customer experience and bring positive
change to the market.
Our Company Values
Exceed to
Service
Excellence is a
habit not an act
Trust to
Succeed
Belief is what
makes a person,
team, company,
and community
stronger
Innovate to
Generate
Innovation in
thinking and doing
what nobody
else does
Collaborate to
Perform
Through teamwork
wonderful things
will be achieved
Play to Win
People are
successful when
they have fun in
what the do
Empowered to
Achieve
The power to make
the right decision
to achieve great
results
Recognise to
Reward
Celebrate and
acknowledge
when we have
accomplished
something special
24
CORPORATE TRAVEL MANAGEMENT Governance framework
We recognise the importance of good corporate governance practices which assist in
ensuring the accountability of the Board and management of CTM to our stakeholders.
The Board regularly reviews our governance practices in light of corporate governance
developments, applicable legislation and standards, as well as stakeholder expectations.
At CTM, we believe that good governance practices are fundamental to:
― the long-term performance and sustainability of CTM
― the delivery of strategic objectives
― contributing to the preservation and growth of shareholder value.
The Board has established the following governance framework:
― Provide leadership and set the strategic objectives of CTM
― Oversee CTM's corporate strategy, financial performance and key objectives
Board
Remuneration &
Sustainability Committee
Audit & Risk
Committee
Nomination
Committee
― People and remuneration
― Internal controls
― Board and Committee
strategy and policies
― Talent development and
succession planning
― Overseeing sustainability
matters
― Monitoring policies and
initiatives to ensure
safeguards are in place for
dealing fairly and ethically
with stakeholders
― External audit
― Financial reporting
― Risk management
― Monitoring health
and safety
― Corporate Governance
evaluation
― Board skills, diversity
and renewal
― Succession planning
Senior Leadership Team
― Day-to-day operation and management of CTM
― Develop and deliver on CTM's corporate strategy, financial performance and key objectives
Further details regarding our governance structures, including Directors’ skills, experience
and Committee memberships can be found in our FY21 Corporate Governance Statement
available on our website and in the Directors' Report contained in the FY21 Annual Report.
25
ANNUAL REPORT 2021 This year, we published our first Modern
Slavery Statement which sets out CTM’s
approach to identifying, managing and
addressing potential modern slavery risks
and impacts in our operations and supply
chain. We will continue to build upon and
improve our existing risk management
and remediation frameworks as they
relate to modern slavery, and in FY22 all
of our employees will receive enhanced
training regarding CTM’s modern slavery
policies and principles so that they have a
higher level of understanding of the risks
of modern slavery in our business
and supply chain.
Further details regarding our approach
to modern slavery risks can be found in
our Modern Slavery Statement available
on our website.
Risk oversight
Risk management forms a core part of
our day-to-day business. CTM’s senior
leadership team is responsible for the
identification, evaluation and monitoring
of material business risks on an ongoing
basis as well as embedding a culture
throughout CTM that promotes awareness
of potential exposures created by risk.
The material issues addressed in this
report were identified by CTM personnel
who engage regularly with each of our
stakeholder groups.
The Board is responsible for the oversight
and management of risk and is assisted
by Board Committees where required. In
performing its oversight role, the Audit &
Risk Committee:
― regularly reviews CTM’s risk appetite
and risk tolerance with respect to
relevant categories of strategic and
operational risk;
― monitors, reviews and reports on risks
which may impact CTM achieving
its goals and objectives, or on CTM’s
performance more generally;
― assesses risks which may impact CTM’s
reputation; and
― reviews actions taken by management
to reduce risk exposure.
Ethics and integrity
CTM has policies in place that support
its governance framework and
promote creating and sustaining
a workplace culture that supports
equality of opportunity, empowerment,
collaboration and recognition.
CTM’s Code of Conduct sets out the
ethical and responsible conduct expected
of all our employees and Directors. We
promote acting in accordance with the
law; acting with honesty, integrity, and
fairness; a commitment to a high standard
of professionalism; and avoidance of
conflicts of interest by all our employees
and Directors. Our reputation as a fair
and ethical organisation is important to
our ongoing success. At CTM we have in
place internal grievance and investigation
processes as well as the Whistleblower
Policy and process. Internally, a breach
of the Code of Conduct could result in
disciplinary action including termination
of employment.
Through our Whistleblower Policy and
associated processes, we aim to ensure
that our people and stakeholders
feel encouraged and supported to
report conduct which they consider
to be inappropriate.
CTM is committed to taking prompt and
appropriate action in investigating possible
inappropriate conduct to ensure that
incidents are appropriately addressed and to
stop any re-occurrence of the situation.
Breaches of our policies are reported
to the Board through the relevant
Board Committees.
Everyone at CTM is required to complete
training on our core policies, including
our Code of Conduct, Whistleblower
Policy, Anti-Bribery and Corruption Policy,
Risk Management Policy, Privacy Policy,
Securities Trading Policy, Continuous
Disclosure Policy, Workplace Health and
Safety Policy, and Equal Opportunity and
Diversity Policy. We also have processes for
the delivery of annual refresher training and
require an acknowledgement of reading
and understanding our policies.
26
CORPORATE TRAVEL MANAGEMENT Opportunity oversight
Our risk framework also enabled CTM
to be in a position to capitalise on
opportunities aligned with our strategic
direction, such as the acquisitions of Travel
& Transport and Tramada in FY21. We apply
a disciplined approach to acquisitions and
will only pursue opportunities that deliver
commercially attractive and strategic
outcomes which complement, or benefit
from, our established operating capabilities.
The Remuneration & Sustainability
Committee assists the Board in relation
to sustainability risks relevant to CTM
including by:
― developing long-term targets and
aspirations for sustainability and, once
in place, monitoring progress towards
achieving those targets;
― reviewing the effectiveness of CTM’s
initiatives designed to support a
sustainable business; and
― monitoring CTM’s policies and initiatives
to ensure appropriate safeguards are in
place for dealing fairly and ethically with
CTM’s stakeholders.
The COVID-19 pandemic continues to cause
major disruption to the travel industry
because of government-imposed travel
restrictions, border closures and quarantine
requirements. The strengths of our
business model, being:
― capital light
― corporate travel / essential travel clients
― global geographic diversity
― majority of revenue from domestic travel
meant that we were well-positioned, before
the emergence of COVID-19. We protected
CTM’s strong liquidity and financial
position, participated in M&A opportunities
and adequately managed various risks
to our business when the global travel
industry experienced this unprecedented
disruption. Through our risk management
framework, we quickly created an action
plan and implemented a new rolling
operating framework driving accountability
and operating simplicity, with a clear
focus on cost management, employee
communications, client and supplier
engagement, and finance initiatives.
In addition to managing our own risks, as businesses adjust to
COVID-19, we are providing our clients with a broader range of
consultancy support beyond traditional travel booking, reporting and
supplier management. We have worked hard to help our clients with
sophisticated risk management tools, including traveller tracking and
emergency communications, to enable our clients to travel more safely,
efficiently and cost-effectively during the pandemic.
27
ANNUAL REPORT 2021 are encouraged to be mindful of our
environmental responsibility. We have taken
the following steps to reduce our impact on
the environment:
― A focus on paperless processes
― Shredding and recycling paper
where practical
― Recycling ink cartridges
― Donating or recycling old / no longer
required furniture, IT equipment and
office supplies
― Provision of reusable kitchen items
rather than disposable items
― Office and kitchen waste separation
― Participation in Earth Hour
― Partnering with suppliers who meet
environmental standards
― Australian offices located in buildings
with a minimum 4 star NABERS for
Energy and Water.
Over FY22, CTM will endeavour to
extend the measurement of our own
environmental impact. With this
knowledge, CTM will review our goals
related to reducing our adverse impacts
on the environment. CTM is committed to
understanding the impact we directly have
on the environment and managing this for
our long-term sustainability.
Impact from our value chain
We are aware that the upstream and
downstream activities in our value chain
also have an impact on the environment.
In providing our services to our clients,
we are very cognisant that travel creates
impacts on the environment. Whilst we
do not provide the actual transport or
accommodation, we on-supply this to our
clients by procuring travel services on their
behalf.
Planet
We recognise the environmental harm
that can result from business operations.
Impacts on the environment are playing an
increasingly important role in determining
a company’s “licence to operate” which, if
damaged or lost, will have an impact on
CTM and our stakeholders.
CTM’s and our clients’ long-term
sustainability are dependent on the
long-term economic health of the regions
where we operate. Thriving communities
with opportunities for economic growth,
investment and development will underpin
our clients’ travel requirements. Should
any of CTM's upstream or downstream
business activities be threatened due to
environmental impact, CTM’s longer-term
sustainability may be threatened.
Direct impact
CTM has a number of initiatives in
place to manage the size of our own
climate footprint.
We continue to partner with South Pole
(www.southpole.com), a company which
offers solutions to help organisations
meet the United Nations Sustainable
Development Goals. Through this
partnership, CTM has a policy of offsetting
100% of the carbon emissions generated by
our employees’ air travel against a range of
global initiatives.
During FY21, CTM offset 234 tonnes of
greenhouse gas emissions. Due to border
restrictions and the resulting reductions of
employee travel, this amount has reduced
from FY20 when we offset more than
1,191 tonnes of greenhouse gas emissions.
Through the offsetting process with South
Pole, CTM is able to support projects
which contribute to the regeneration and
preservation of Australian biodiversity.
In addition to our own air travel, CTM has a
direct impact on the environment from the
amount of waste we generate, the electricity,
gas and water we consume, our technology
usage and the offices we occupy.
Whilst we have not yet measured these
impacts, CTM has implemented initiatives
within the business to reduce or negate
some of our impact. Our team members
28
CORPORATE TRAVEL MANAGEMENT Also, our client’s business and core
activities may have impacts on the
environment which, indirectly, we are
enabling through the provision of travel
services. At CTM, we will assist and
collaborate with our clients to reduce our
collective environmental footprints. We
have a diverse portfolio of clients across
a number of industries, many of which
regard travel as a key success enabler.
Our approach to ensure our longer-term
sustainability is to deliver innovative travel
solutions which assist our clients to achieve
their own sustainability goals. For example,
we provide our clients with the opportunity
to offset the emissions generated by their
employees’ air travel via CTM’s Climate+
program (in partnership with South Pole).
Additionally, some of our industry partners
offer options to offset emissions directly. We
facilitate this approach through enabling our
clients to choose this option in our booking
systems at the point of sale.
In FY22, CTM will continue to engage with
our clients to better understand our clients’
objectives and to assist the informed
development of travel solutions which
reduce the impact on the environment. We
will also increase our understanding of our
suppliers’ sustainability strategies to assist
and ensure long-term sustainability for CTM.
2929
ANNUAL REPORT 2021 Diversity factors
We understand that it is critical that
our most important asset - our people
- have a range of skills, experiences,
backgrounds, thoughts and beliefs. We
acknowledge the individual strengths of
each employee and the potential they
bring. Valuing the differences of others
is what ultimately brings us all together
and creates innovation through diversity
of thought. It also contributes to an
engaging work environment.
― 71% of our employees are female
and 29% male
― Average age is 44
― Average tenure is 8 years
― 68% of our team leaders and
managers are female, 46% of
senior leaders are female
There has been no material change to these
statistics from FY20 to FY21.
Knowledge, skills and training are critical
elements in developing and supporting a
diverse team.
With our new Global Learning
Management System, implemented in
late FY21, we have introduced new and
enhanced training relating to:
― Diversity and inclusion
― Equal opportunity
― Unconscious bias
― Becoming a Diversity, Equity and
Inclusion Ally and Agent for Change
― Harassment training
Equity in relation to salary is important at
CTM, and we have processes and procedures
in place to identify, reduce and eliminate any
unconscious bias.
Each region completes an annual review
of salaries. Included in this process is the
requirement for each region to evaluate
local minimum wage requirements and
assess where our employees sit in context
to local employee relations requirements.
We also complete an annual analysis
of salaries by gender, and we support
our leaders with recommendations and
training in this area.
People
Our people are CTM’s frontline value
creators for our stakeholders. Our long-term
creation of value is dependent on attracting
and retaining talented and motivated
staff. From a sustainability perspective,
CTM’s People initiatives focus on diversity,
health and safety, and training and
development. These initiatives alongside
our remuneration structure, policies and
procedures, ethics and integrity framework,
focus on innovation, and our contribution to
the communities we operate in, underpin
CTM’s workplace culture.
CTM has historically used employee surveys
to provide insights into workplace culture
and employee engagement. This has
included comprehensive annual employee
surveys (the Vibe Survey), new starter and
exit surveys, informal and formal complaint
handling procedures, Workplace Health and
Safety information including access to an
Employee Assistance Program, and quick
employee pulse surveys.
The information gathered is used to adjust
and set our People and Sustainability
strategies to ensure we address issues
which may impact on our ability to attract
and retain talented people.
In FY21, CTM's annual Vibe Survey was
suspended given the sudden and
significant impact COVID-19 had on our
team members as we focussed on ensuring
the health and wellbeing of our people
and their families. Feedback was primarily
sourced from direct contact between
managers and their teams. Our employees
and leaders worked together tirelessly to
support each other during this time. Some
other People programs were also scaled
back during the year given their lower
priority in the pandemic environment.
In FY22, we will return to using the Vibe
Survey globally to provide more defined
metrics and benchmarks around our
understanding of employee engagement,
and we will focus on reintroducing key
People programs as our teams return to the
workplace and the business recovers.
30
CORPORATE TRAVEL MANAGEMENT Reporting
At CTM, we submit gender diversity
information to the relevant government
and reporting bodies as required. Our
work is recognised by compliance
with the Australian Workplace Gender
Equality Act (WGEA) 2012, UK Gender Pay
Gap Reporting, US Equal Employment
Opportunity Commission - Employer
Information Report EEO-1, New Zealand
Government Employment Survey, and
others where required.
Indigenous Engagement Plan
In Australia, we continued our focus
on raising employee awareness and
understanding of traditional cultures
through our Australian Indigenous
Engagement Plan. We promote and
celebrate NAIDOC Week, with this year’s
goal to increase employees’ awareness
of Aboriginal and Torres Strait Islander
communities and culture. During FY21,
we continued our partnership with NRL
Cowboys House. This program provides
supported accommodation for Aboriginal
and Torres Strait Islander students from
remote Queensland communities so they
can access quality secondary education,
and includes separate housing for young
females. In partnership with the students
from Cowboys House, CTM produced a
video showcasing students’ traditional
languages and their importance to local
communities and heritage. CTM is also a
member of Supply Nation, an organisation
which connects Australian companies
to Indigenous suppliers, with the aim to
build a vibrant and prosperous Indigenous
business sector by incorporating
Indigenous-owned businesses into
the supply chain.
Health and safety
At CTM, the health and safety of our people
is paramount. During the pandemic we
have supported our employees with a
variety of initiatives promoting health
and mental wellbeing. These include
flexible working arrangements, access
to wellness information, mental health
tips and techniques, and the Employee
Assistance Program. Return-to-office
processes have been implemented to help
protect our people, including COVID-Safe
plans, following local health authority
requirements and advice, additional
cleaning, provision of hygiene products,
and social distancing.
Across our regions we have a number of
ongoing health and wellbeing initiatives in
place to support our people:
― Intranet sites dedicated to providing
information, tools and discounts relating
to health and wellbeing
― Mental health training
― Health challenges and programs
― R U OK Day?
― Employee Assistance Programs
― Domestic and family violence awareness
and training
― COVID-related health and wellbeing
tips and tools
As a service-centric business, our employees
work either remotely from home or within
modern, managed corporate offices,
ensuring very limited exposure to workplace
risks, incidents and injuries. During FY21 the
number of non-work related and work-
related incidents was immaterial and CTM
had no fatalities or permanent disabilities.
Training and development
During FY21 we scaled back the CTM
HiPo (High Performance) program
and other leadership development
activities and focused on operational
and process training, which was critical
in a volatile travel landscape. In late FY21,
we streamlined our compliance training
globally and launched a new global
Learning Management System to deliver
on-demand learning opportunities to all
employees. The objective of this program
and the investment in the development of
our people aims to provide:
― high quality compliance training
― enhanced reporting capability on
training completion
― continuous learning which supports
our culture of innovation and
empowerment
― an extensive library of on-demand
learning content in a variety of forms
and languages
― a pro-active, personalised and
self-initiated development and
learning culture.
To remain a vibrant, sustainable sector
over time, the industry needs to continue
attracting talented people to a career
in travel. CTM is proud to support the
continued advancement of the travel
industry through ongoing skills training,
which contributes to the local economies
and communities in which we operate.
During FY21, initiatives such as the TAFE
Travel and Tourism scholarship program
in Australia, our partnership with Bradford
College (UK), and our various graduate
programs in the USA, were placed on hold
and we are looking forward to reigniting
these programs in FY22.
31
ANNUAL REPORT 2021 Prosperity
We believe the core drivers for longer-term
sustainability from a prosperity perspective
include our contribution to employment,
wealth generation, investment in
innovation, community participation and
support, including the payment of taxes,
and the protection of our stakeholders’
data and privacy.
Whilst the travel industry is traversing
its toughest period in recent times, CTM
has remained resilient throughout the
pandemic. As a result, CTM has been able to
act on opportunities to grow our footprint,
add scale and acquire talent, evidenced in
CTM’s acquisitions of Travel & Transport and
Tramada in October 2020.
There have been many decisions
contributing to CTM’s corporate
performance through the COVID-19
pandemic, and we are well-positioned to
continue creating value in the future.
Employment
In response to the pandemic and for the
sustainability of our business, CTM made
the decision to resize its workforce and
temporarily reduce pay and/or working
hours for employees to align with the
significant reduction in travel activity and
revenue in FY21. CTM did benefit from
government grants available in some of
our regions, which were instrumental in
enabling us to reduce the impact on our
employees and clients.
CTM has recommenced hiring in some
regions as travel activity recovers, and
most employees have returned to full pay
and working hours.
We have been focussed on retaining
skilled and knowledgeable staff during
the reporting period to support our clients
and our business.
We again thank our alumni for all they
have contributed to CTM, and look forward
to welcoming many back to the CTM
business in the near future.
Wealth generation
We have made the decision to not
recommend dividend payments
during the COVID-19 impacted period,
resulting in a loss of income for
shareholders. We are committed to
returning value back to stakeholders
via dividends as soon as prudent.
Whilst the pandemic was an unforeseeable
event, CTM entered the period in a strong
financial position as a result of sustainable
business planning and diligent governance.
Balance sheet strength and management
were key to the resiliency of the business
through the COVID-19 affected period. As
the pandemic took hold from early 2020,
CTM’s balance sheet management has been
tested. During the pandemic, we benefited
from the working capital unwind that had
built up prior to the pandemic. We also
funded significant amounts of refunds as
cancellations occurred. We continue to see
refunds as cancellations continue to occur in
response to COVID-19 outbreaks and border
lockdowns globally. We were able to manage
these events through our relationships with
our clients, suppliers and partners. Given
significant cash holdings and a strong focus
on debt collection, all external debt was
repaid in May 2020.
We have maintained cash holdings through
the pandemic sufficient to ensure no debt
has been drawn since it was repaid.
CTM’s debt covenants were waived by debt
providers, allowing us flexibility to navigate
through the pandemic period. As at 30
June 2021, CTM holds $92.8 million in cash
available to be used and has no drawn
debt on a facility of $110.7 million.
During June 2021, CTM reduced the facility
limit from £100 million to £60 million given
the strong balance sheet position. Looking
forward, we will continue to manage our
balance sheet positions prudently and
conservatively.
Our balance sheet management ensured
CTM did not need to raise equity capital
to fund the operations or losses of the
underlying business. Rather, we raised
capital in October 2020 to acquire Travel &
Transport and Tramada. These acquisitions
grew the pre-pandemic pro-forma revenue
by 64%. Travel & Transport gives CTM
greater access to the North American and
European markets in corporate travel.
Both of these acquisitions will benefit
stakeholders in the future through
increased client offerings and accretive EPS.
32
CORPORATE TRAVEL MANAGEMENT CTM has a diversified client base and is
mindful to minimise concentration of
revenues from individual clients.
This diversification includes clients in
‘essential services’ industries who continued
In FY21, CTM navigated an extremely
difficult period. We are re-emerging from
the pandemic impact a larger and stronger
business focussed on our stakeholders and
their long-term prosperity.
traveling through the pandemic. This
ensured continued revenues, although
lower than historic levels, during the
downturn. We are conscious that our supply
chain is a leading factor in recovery. We
have been and continue to work closely
with industry partners to ensure the best
outcome for all stakeholders both short
term and long-term. Global airline capacity
has increased over the reporting period.
Travel bubbles and quarantine-free travel
pathways have started to appear globally.
However, the countries we operate in take a
sovereign approach to border closures and
vaccine rollouts. Some regions will reopen
international travel quicker than others.
CTM has developed a strategy to operate
through this uncertain period of recovery
and into the post pandemic environment.
Core Metrics
Economic contribution (A$m)
Direct economic value generated1
FY21
FY20
Economic value distributed2
FY21
FY20
Economic value
retained/(distributed)3
FY21
FY20
Australia/
New Zealand
North America
Asia
Europe
Consolidated
43.7
84.6
66.8
77.2
97.6
134.3
150.8
137.0
(23.1)
(53.2)
7.4
(2.8)
18.2
53.2
33.9
72.3
(15.7)
(19.1)
42.0
77.8
47.4
79.2
(5.4)
(1.4)
201.5
349.9
298.9
365.7
(97.4)
(15.9)
1. Direct economic value generated represents revenue and other income from continuing and discontinued operations.
2. Economic value distributed represents operating costs, employee wages and benefits, payments to providers of capital, payments to governments and
community investments.
3. Economic value retained equals direct economic value generated less economic value distributed.
Core Metrics
Government financial assistance by region
Monetary value
(A$m) FY21
Monetary value
(A$m) FY20
AUSTRALIA
ASIA
EUROPE
TOTAL
7.8
7.0
3.6
18.4
2.5
2.0
3.2
7.7
33
ANNUAL REPORT 2021 Innovation of better
products and services
Innovation is at the core of CTM’s purpose,
value proposition and sustainability. The
proprietary technology we have developed
continues to improve and was an important
tool to facilitating our clients’ travel plans
from when the pandemic started to impact
travel in the second half of FY20. Our
proprietary technology continues to be core
to our client value proposition.
Decisions regarding employee reduction
did impact the software development
teams in CTM during FY21. The decision
was made to reduce technology projects
whilst we navigated the loss of activity in
order to preserve cash.
We were agile and prioritised changes to
the technology needed to supply valuable
information to our clients regarding
COVID-19-safe travel. These changes were
made quickly and ensured we were able to
provide service to those who needed it in a
safe and informed method.
As businesses adjust to COVID-19 and
changing macro trends, we are listening
to our clients’ requirements as they
return to travel. We have delivered new
solutions and technologies that provide
our clients information needed to get
back to business travel. CTM supports
our clients’ health, safety and wellbeing
through a range of products and services
including CTM’s traveller tracking tools, risk
management and communications tools,
and traveller wellbeing reporting.
We have also been working closely with
travel suppliers and governments to
prioritise the development of new solutions
which enable our clients to make more
informed travel decisions that increase
traveller confidence.
Looking forward, CTM has a Board-approved
strategic vision for the future of corporate
travel and the technology required to enable
it. As development headcount increases
along with research and development
investment, this vision will support long-
term value creation for stakeholders.
Core Metrics
Financial investment contribution
Software development less amortisation
Acquisition of entities less distribution of capital to
shareholders
Total
Monetary value
(A$m) FY21
Monetary value
(A$m) FY20
(3.5)
276.1
272.6
4.0
(1.2)
2.8
Innovation and community contribution
Total development cost
Monetary value
(A$m) FY21
Monetary value
(A$m) FY20
14.2
18.5
34
CORPORATE TRAVEL MANAGEMENT Community and social vitality
As a global business, we empower
our employees to develop and deliver
initiatives that suit the needs of their local
communities, but are underpinned by our
broader purpose, mission, vision and values.
During FY21, initiatives were scaled
back due to various restrictions, and the
focus was on supporting our internal
communities’ health, wellbeing and
community spirit. Some of the external
initiatives supported during FY21 included:
Under the Group’s tax risk management
strategy, CTM will not participate in tax
evasion or aggressive tax planning, and
is committed to maintaining a proactive
and transparent relationship with taxation
authorities in all tax jurisdictions in which
the Group operates.
As a global business, CTM contributes to the
wealth of communities and society through
remitting the correct amount of taxes to tax
authorities. CTM has paid $9.1 million in tax
for FY21 (FY20: $31.8 million).
― Australia and New Zealand:
Data security and privacy
Sponsorship of Cowboys House
(supported accommodation for
Aboriginal and Torres Strait Islander
students from remote communities
during their secondary education),
fundraising for the Animal Welfare
League, and volunteering at the Street
Buffet to support people impacted
by homelessness.
― Asia: The Community Chest Skip Lunch
Day in support of the homeless in Hong
Kong, and the FeiMaYi Program in
support of remote rural communities
in China.
― North America: Volunteering and
support for organisations and charities
servicing women and children affected
by domestic violence, youth support,
student scholarships, homeless
services, and programs that combat
adult and childhood illnesses.
― Europe: Volunteering at COVID-19
vaccination centres, fundraising for
the Marie Currie Donation Appeal, and
volunteering at the Oak Cakes Rescue
Kennels in the UK.
CTM is committed to responsibly
managing the Group’s compliance with
its tax obligations around the world.
Tax
The Group’s approach to tax is
governed by a Board-approved Tax
Governance Framework. The Group
has robust internal tax controls and
risk management procedures in place
to enable the Group to identify and
respond to tax risk. To guide the Group’s
response to tax risks identified, CTM has
implemented a Tax Code of Conduct
aligned to the Group’s core values and
commitment to corporate responsibility.
As a travel management provider, CTM
collects, uses, stores and protects large
amounts of confidential and personally
identifiable information (PII) to facilitate
travel bookings and associated travel. We
take information security and privacy very
seriously, and have implemented a robust
information security framework across the
entire business that includes appropriate
security policies and procedures, staff and
contractor security awareness programs,
and technical security measures.
CTM abides by the applicable privacy
legislation in all regions in which we
operate and is certified to internationally
recognised security and compliance
standards, including ISO27001, PCI-DSS
and SOC2. In addition to these compliance
requirements, CTM strives to follow best
practice cybersecurity to ensure the
confidentiality, integrity and availability of
data for our customers, business partners
and employees.
Despite these measures, in FY21 CTM was
impacted by a cyber-attack in one of our
regions that resulted in the unauthorised
access to a small amount of low-value
legacy data. This attack was detected
and contained quickly, largely due to
preventative security measures already in
place, which fortunately limited both the
impact and duration of the breach.
Specialist security expertise was brought in
to assist with remediation processes, and
CTM reported the breach to the relevant
privacy regulator and impacted clients as
required by law. Following a review, and
having regard to the remediation and
prevention strategies employed by CTM,
the regulator determined that no further
action was necessary.
As a result of the incident, CTM identified
opportunities to reduce the likelihood
of further attacks and to improve and
enhance our cybersecurity posture. These
improvements were completed within FY21.
35
ANNUAL REPORT 2021 Conclusion
CTM is committed to the sustainability of
the business and creating value for our
stakeholders. Since the onset of the pandemic,
focussing on CTM’s long-term sustainability
has helped our decision-making.
We have taken steps to identify critical areas to achieve long-term
sustainability and are on a journey towards improving our sustainability
reporting. In FY22, we will focus on more structured interactions with
our stakeholders to understand their perspectives on sustainability,
measuring our environmental impact, rebuilding our workforce
as activity returns, returning initiatives that were scaled back, and
increased investment in innovative proprietary technology.
3636
CORPORATE TRAVEL MANAGEMENTCORPORATE TRAVEL MANAGEMENT 37
ANNUAL REPORT 2021 Financial Report
Directors’ Report
Corporate Governance
Remuneration Report
Auditor's Independence Declaration
Consolidated Financial Statements
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
39
50
51
70
72
73
Consolidated Statement of Financial Position 74
Consolidated Statement of Changes in Equity 75
Consolidated Statement of Cash Flows
76
Notes to the Consolidated
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
77
134
135
143
145
38
CORPORATE TRAVEL MANAGEMENT Directors' Report
The Directors present their report, together with the consolidated financial statements, on the consolidated entity
(referred to hereafter as the 'Group') consisting of Corporate Travel Management Limited (referred to hereafter as 'CTM'
or the 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.
Directors
The following persons were Directors of CTM during the
financial year and up to the date of this Directors' Report,
except as otherwise stated.
― Ewen Crouch AM (Chairman, Independent
Non-Executive Director).
― Sophie Mitchell (Independent Non-Executive Director).
― Jon Brett (Independent Non-Executive Director).
― Jamie Pherous (Managing Director).
― Laura Ruffles (Executive Director).
Principal activities
The principal activities of the Group during the year
consisted of managing the purchase and delivery of travel
services for our clients. There were no significant changes
in the nature of the activities of the Group during the year.
Dividends
There were no dividends paid, recommended, or
determined during the current reporting period.
There were no dividends recommended for the previous
reporting period. On 19 February 2020 an interim dividend
of 18.0 cents was determined by the Board. On 19 August
2020, the Board resolved to cancel that interim dividend
due to the ongoing impacts of the COVID-19 pandemic on
the travel industry and the Group.
Dividends of $26,456,000 were paid in the previous
reporting period in relation to the final dividend declared
for the year ended 30 June 2019.
Review of operations
The Group continued to engage in its principal activity,
being the provision of travel services, the results of which
are disclosed in the following financial statements.
Corporate Activity
CTM completed a capital raising during the year,
issuing 27,424,566 shares at $13.85 raising proceeds
of $379,830,000. This capital raise was undertaken to
complete the acquisition of Travel and Transport, Inc
('T&T') and strengthen the balance sheet.
Travel and Transport, Inc
The Group acquired 100% of the shares of T&T with
effect from 30 October 2020 for consideration of
US$209,897,000 (AU$292,494,000). T&T is based in North
America, with operations in Europe, specialising in travel
agency services for the corporate market.
Tramada Holdings Pty Ltd
The Group acquired 100% of the shares of Tramada
Holdings Pty Ltd ('Tramada') with effect from 29 October
2020 for consideration of $9,353,000. Tramada is a software
company focused on automation of the travel booking
process, enabling better business performance for travel
agencies and independent travel consultants primarily
in the Australian market. The Group was the largest
customer of Tramada prior to the acquisition.
Data Visualization Intelligence, Inc
CTM entered into an Asset Purchase Agreement effective
18 February 2021 for the sale of certain assets and liabilities
of Data Visualization Intelligence, Inc ('DVI'), a wholly-
owned subsidiary of CTM, for US$2,500,000 (AU$3,218,000).
CTM also has the right to receive an earnout payment
contingent on the future performance of the business.
DVI, based in North America, offered a cloud-based data
solution for insights on travel and entertainment spend.
Group financial performance
The net loss after tax of the Group for the financial period
amounted to $55,351,000 (2020 loss: $8,185,000). During
the period, the Group's result continued to be affected by
the travel restrictions and regional government imposed
lockdowns caused by the global COVID-19 pandemic with
underlying EBITDA falling by (110%) to a loss of $7,249,000.
The reconciliation to profit/(loss) before income tax from
continuing operations is set out in note 3 'Segment
reporting' in the consolidated financial statements.
In addition to the strength of the recovery in the Europe,
North America ('NA') and Australia and New Zealand
('ANZ') regions in the second half of FY21, the measures
taken in FY20 to reduce costs benefited the result in
FY21. As vaccines have been delivered and government
management approaches to the pandemic have become
known, activity has trended positively within most regions
from the lows experienced in FY20 and early FY21. Whilst
initially contributing negatively to the Group’s financial
performance, the acquisition of T&T contributed positively
to the closing months of FY21 and provides a strong
platform for profitability as activity continues to return.
The business recovery is accelerating through enhanced
scale, technology, integrated automation, and an
increasingly attractive value proposition for customers.
The Group became profitable on an underlying EBITDA
basis from April 2021 and remained so until the end of the
financial year.
The Group ended FY21 with a strong balance sheet with
no debt and cash of $99,018,000. Through the year, a
combination of management actions and reduced travel
activity reduced outstanding bank guarantees from
$54,349,000 to $19,595,000. Executed management
actions will ensure that as travel activity recovers, issued
bank guarantees are unlikely to return to historic levels.
39
ANNUAL REPORT 2021 Underlying EBITDA to Statutory Net Loss Before Tax Reconcilliation ($M)
($7.2)
($0.8)
($8.0)
($7.2)
Underlying EBITDA
Discontinued operations
Comprehensive Underlying EBITDA
Acquisition costs
Integration costs
COVID-19 - Bad and doubtful debts
COVID-19 - Redundancy costs
Gain on sale of DVI
Other
Statutory EBITDA
Add: total EBITA non-recurring costs
Add: Discontinued operations
Finance costs
Depreciation and amortisation
Impairment
$0.8
($3.2)
Underlying net loss before income tax from continuing operations
Less: total EBITDA non-recurring costs
Integration costs (impairment - right of use assets)
Amortisation - client contracts and relationships
Net loss before income tax from continuing operations
s
t
s
o
c
g
n
i
r
r
u
c
e
r
-
n
o
n
A
D
T
I
B
E
s
t
s
o
c
g
n
i
r
r
u
c
e
r
-
n
o
n
T
B
P
Regional operations
The key financial results are summarised in the following tables.
Consolidated Group
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before tax from continuing operations
Australia and New Zealand
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before tax from continuing operations
($11.5)
($1.2)
($1.3)
$1.0
($2.9)
($31.1)
$23.1
($32.8)
($0.4)
($43.6)
($23.1)
($0.9)
($8.0)
($75.6)
2021
$'m
2020
$'m
Change
1,609.4
4,561.8
174.0
200.5
(7.2)
(4.1%)
(43.6)
2021
$'m
442.8
34.6
42.0
7.7
22.3%
(3.0)
316.4
349.9
74.4
23.5%
39.2
2020
$'m
958.8
78.0
81.3
32.8
42.1%
21.5
(65%)
(45%)
(43%)
(110%)
Change
(54%)
(56%)
(48%)
(77%)
The year-on-year decrease in revenue and underlying EBTIDA in ANZ region was caused by continued government-
mandated restrictions on travel, particularly international travel. These restrictions began late in 3Q20 and continued
throughout FY21. Intermittent Australian state border closures and capital city lock-downs caused disruption to the
domestic travel industry throughout FY21. Despite this, the ANZ region’s strong domestic business driven by exposure to
essential travel clients has resulted in a resilient result, with the region maintaining positive underlying EBITDA in both
halves of FY21. A key focus of the ANZ segment in the second half of FY21 has been the matching of operational resources
with the recovering travel activity to ensure the balance between service levels and cost recovery remained appropriate.
40
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021
Whilst small, the acquisition of Tramada for $9,353,000 in 1H21 positively impacted the region in FY21, increasing revenue
diversification and strengthening the technology capability of the team.
North America
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying loss before tax from continuing operations
2021
$'m
755.5
92.7
96.0
(10.7)
(11.5%)
(29.9)
2020
$'m
1,146.3
113.6
134.3
14.7
12.9%
(0.3)
Change
(34%)
(18%)
(29%)
(173%)
CTM acquired T&T for $292,494,000. This acquisition provides the North America region with additional scale and capability
to deliver its service and technology proposition to the large and rapidly recovering travel market in the United States. The
integration of the T&T acquisition was a key focus of the region in FY21 to ensure maximum synergies are attained when
the region fully recovers from the impacts of COVID-19.
Domestic travel activity, historically the largest revenue contributor in North America, has trended positively month on
month throughout FY21. North America has seen a significant increase in supply within the travel market, with airlines in
the region rapidly increasing capacity in line with recovering market demand. Whilst the addition of T&T initially impacted
the region’s financial performance negatively, this has now been turned around with the region becoming profitable on
an underlying EBITDA basis late in FY21. Costs have continued to be managed tightly in line with the recovering activity,
while ensuring customer service levels remain appropriate.
Asia
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before tax from continuing operations
2021
$'m
23.9
8.5
18.9
(5.4)
(63.5%)
(9.0)
2020
$'m
1,523.5
50.0
53.2
6.9
13.8%
2.1
Change
(98%)
(83%)
(64%)
(178%)
Revenue in the Asia region is predominately derived from international travel with ongoing travel restrictions resulting in
subdued trading activity throughout the period. The region continues to execute significant cost savings to limit business
losses during this low travel activity period. Government support for staff costs in Hong Kong and Singapore assisted in
reducing the financial impacts of the reduced activity levels, however these programs were discontinued in March 2021.
This resulted in further redundancies in the Asia region. Over the final quarter of FY21, activity levels in the Asia region
increased albeit off a low base.
41
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Europe
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit before tax from continuing operations
2021
$'m
387.3
38.2
42.0
10.1
26.4%
7.4
2020
$'m
933.2
74.8
77.8
26.7
35.7%
24.0
Change
(58%)
(49%)
(46%)
(62%)
The European region’s operational expertise in managing complex, cross border travel has resulted in an extraordinary
recovery during FY21. Against a backdrop of extended domestic lockdowns in the United Kingdom, the Europe region
secured several material new business opportunities, both project-based and ongoing.
The contract with the UK Government to manage the inbound quarantine hotel program and COVID-19 test kit sales
has supported the region’s FY21 result. In order to secure these contracts, the Europe team were challenged to deliver a
technology-led solution in a short time frame with the complexity of extremely high volume.
Europe region revenue more than doubled in 2H21 compared to 1H21. Costs continue to be tightly managed in the
Europe region, balanced against maintaining client service levels at an appropriate level. Consequently, the Europe
region recorded consistent positive underlying EBITDA from February 2021 through to the end of the financial year. The
vaccination roll-out in the United Kingdom continues to be exemplary, resulting in the lifting of some restrictions late in
the financial year, which provided further momentum for the business.
Group Financial Position
The Group continues to maintain a strong financial position, with net current assets of $58,581,000 and total equity of
$851,457,000. At 30 June 2021, the Group had no interest-bearing liabilities (2020: nil), excluding lease liabilities.
Dividends
There were no dividends paid, recommended, or determined during the current reporting period.
There were no dividends recommended for the previous reporting period. On 19 February 2020 an interim dividend of
18.0 cents was determined by the Board. On 19 August 2020, the Board resolved to cancel that interim dividend due to the
ongoing impacts of the COVID-19 pandemic on the travel industry and the Group.
Dividends of $26,456,000 were paid in the previous reporting period in relation to the final dividend declared for the year
ended 30 June 2019.
Earnings per share for profit/(loss) from continuing operations attributable to the ordinary equity
holders of the Company
2021
2020
(43.0)
(43.0)
(7.5)
(7.5)
- Basic EPS (cents per share)
- Diluted EPS (cents per share)
Strategy and future performance
The Group's operating model is focused on the corporate
travel market and our client value proposition combines
personalised service excellence with market-leading
technology. In FY21, the Group continued to focus on its
key strategic drivers being:
― sustainably expanding our global operations, driving
organic growth through operational excellence and
leveraging our technology platforms;
― retaining current clients and winning new clients
through our client value proposition;
42
― development and deployment of innovative
technology and digital initiatives ‘in region, for region’,
with a focus on delivering an improved customer
experience and internal productivity;
― capitalising on our scale and global network to
develop and optimise supplier performance for
our clients;
― continuing to seek selective opportunities for
mergers and acquisitions where it represents strong
value and aligns with the Group’s strategic goals;
― staff empowerment to make service decisions
that drive high staff engagement and client
satisfaction outcomes.
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 In the 30 June 2021 financial year, the Group executed
well on these strategic drivers. Notwithstanding the
unprecedented conditions and challenges presented
by travel restrictions arising from COVID-19, the Group
maintained historically strong client retention numbers.
Further, we used our technology to drive enhanced
servicing to assist and support travellers.
The Group intends to continue to pursue the opportunity
to sustainably expand our global operations, drive
organic growth and leverage our technology platforms.
Additionally, the Group continues to seek merger and
acquisition opportunities that add scale in niche travel
sectors or which complement our existing business and/or
geographic footprint.
Material business risks
The potential material business risks that could adversely
affect the achievement of the Group’s business strategies
and financial prospects in future years are described
below. This section does not purport to list every risk
that may be associated with the Group’s business now
or in the future. There is no guarantee or assurance that
the importance of these risks will not change, or other
risks emerge. While the Group aims to manage risks in
order to minimise adverse impacts on its financial and
reputational standing, some risks are outside the control
of the Group.
Travel industry disruption and impact of COVID-19
The Group’s financial prospects are dependent on the
strength of the travel industry generally. A decline in the
domestic and/or international travel industry, whether as a
result of a particular event (such as a war, terrorism, health
epidemic/pandemic or a natural disaster), economic
conditions (such as a decrease in business demand),
geopolitical conditions or any other factors, will likely have
a material adverse effect on the Group’s business, financial
condition and operations.
The COVID-19 pandemic has caused an unprecedented
disruption to the travel industry as a result of government-
imposed travel restrictions, border closures and
quarantine requirements. This has resulted in a significant
detrimental impact on corporate travel services and as a
result, the Group’s earnings since March 2020.
While vaccination roll outs continue to gather momentum
around the world, as new strains of COVID-19 emerge,
there remains uncertainty as to the duration of and further
impact of COVID-19, including (but not limited to) in relation
to government, regulatory or health authority actions, work
stoppages, lockdown, quarantine, travel restrictions and
the impact on the Australian and global economy. There
is a risk that if the spread of COVID-19 continues, and/or
the border closure and travel restriction actions taken to
combat COVID-19 persist, CTM’s operational and financial
performance could deteriorate further.
In light of the continued uncertainty around recovery
timeframes globally, and in particular the restrictions in
relation to travel, there is no certainty that the demand for
CTM’s services will normalise to a level existing prior to the
impact of COVID-19, or how long such a return might take.
CTM is leveraged to domestic travel and is able to operate
a high performing domestic-only business in region until
international activity returns.
The diversification of the Group’s businesses across
multiple jurisdictions and a diverse portfolio of customers,
including a high exposure to essential travel clients,
provides the Group with greater resilience when there are
disruptions to the travel industry. The Group’s ‘capital light
model’ allows the Group to rapidly re-size the business and
reduce costs, while maintaining a high quality product
and service offering to customers. The combination of the
Group’s resilient business model and the actions taken
to respond to COVID-19, including strong cost control,
securing debt covenant waivers and preserving liquidity
have helped to mitigate the impact of COVID-19.
General economic conditions
The Group’s operating and financial performance is
influenced by a variety of general economic and business
conditions globally. A prolonged deterioration in general
economic conditions (both globally and regionally)
including a decrease in consumer and business demand,
are likely to have a material adverse impact on the Group’s
operating performance through a reduction in corporate
travel, including airline, hotel and hire car reservations and
business or trade conferences. This risk is heightened in
the current uncertain economic environment.
It is anticipated that many of the markets in which the
Group operates will have economic downturns of differing
severity and duration, which could affect the desire of
people to travel in those markets, which in turn impacts
on the operating and financial performance
of the Group.
There are also other changes in the macroeconomic
environment which are beyond the control of CTM
and may be exacerbated in an economic recession or
downturn. These include, but are not limited to:
― changes in inflation, interest rates and foreign
currency exchange rates;
― changes in employment levels and labour costs,
which will affect the cost structure of the Group;
― changes in aggregate investment and economic
output; and
― other changes in economic conditions which may
affect the revenue or cost of the Group.
Due to the impact of COVID-19, many of these factors are
in a state of change and may have an adverse impact
on the financial position and prospects of the Group
in the future.
43
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 To mitigate these impacts, the Group maintains a
resilient business model with a diverse portfolio of
clients across multiple jurisdictions and industries, which
reduces the reliance on any one specific geography or
client as recovery occurs in different timeframes across
the Group’s key regions.
Supplier risk
The Group’s business model and financial prospects
and operations are reliant on mutually beneficial
contractual arrangements with a number of third party
suppliers, including airlines, rail travel providers and
global distribution system providers. The Group cannot
be certain that contracts with third party suppliers will be
renewed or the terms on which they may be renewed. If
contracts are not renewed or are renewed on terms which
are less favourable than current arrangements, there is
a possibility that this would diminish the attractiveness
of the Group’s offerings to consumers, which may result
in the Group being unable to generate earnings equal to
those historically generated by those contracts.
Further, there are a variety of credit risks inherent in the
Group’s supply chains which are particularly heightened
in the current economic environment. To the extent
suppliers are facing financial stress (including as a result
of the impact of COVID-19), they may seek to change the
terms upon which they engage with, cease or significantly
reduce engagement with the Group or, in some cases,
may not pay their debts as and when they fall due.
Receivable balances are actively monitored on an ongoing
basis and where issues are identified, appropriate actions
are taken to mitigate the Group’s exposure to bad debts.
Client risk
The Group’s operating and financial performance is
dependent upon client satisfaction, loyalty and the
specific travel markets in which the Group operates.
As a result of unprecedented travel restrictions and
declining consumer and business sentiment towards
travel in general across the Group’s key markets, the
Group cannot be certain that clients will engage in any
minimum level of travel activity, that contracts with
clients will be renewed or the terms on which they may
be renewed. If contracts which account for material travel
activity are not renewed or are renewed on terms which
are less favourable than current arrangements, there is
a possibility that this would result in the Group being
unable to generate earnings equal to those historically
generated by those contracts. Further, any diminution
in client satisfaction may have an adverse impact on the
financial performance and position of the Group.
In mitigating this risk, the Group has a diverse spread
of quality clients with exposure to a wide variety of
industries. For example, many of CTM’s essential travel
clients, including government, healthcare, mining, fly-in,
fly-out (FIFO), fisheries, construction and infrastructure
have continued to travel during the COVID-19 pandemic.
Further, CTM’s proprietary client-facing technology
delivers CTM the ability to swiftly deploy software updates
to meet changing client needs and expectations.
Financing risk
The Group is exposed to risk relating to the cost and
availability of funds to support its operations, including
changes in interest rates and foreign currency exchange
rates, counterparty credit and liquidity risk, which could
impact its financing activities.
CTM maintains a revolving multi-currency bank loan
facility with its relationship banks. The Group agreed a
covenant waiver with its lenders for the testing periods
through to 31 December 2021. Covenant testing for
the period ending 30 June 2022 will be based on 2H22
performance. To the extent the Group’s operational
or financial position deteriorates further, there is
no guarantee that it will be able to obtain further
relief from covenant testing in the future. In such
circumstances, the banks may require the loan be
repaid immediately, which may have a material adverse
effect on the Group’s future financial performance.
Refer to note 20 'Financial risk management'.
Foreign exchange risk
The Group operates internationally and is exposed to
foreign exchange risk. The Group uses foreign exchange
spot and forward contracts to manage its net risk position.
At times, the Group also uses its multi-currency debt
facility allowing for borrowings in relevant currencies
to provide an offset to revaluation of foreign currency
assets or future foreign currency earnings. However,
notwithstanding these measures, the movement of
foreign exchange rates could still have an adverse effect
on the Group’s operating and financial performance. Refer
to note 20 'Financial risk management'.
Taxation risk
Changes in tax law, or changes in the way tax law is
interpreted in the various jurisdictions in which the
Group operates, may impact the future tax liabilities of
the Group. There can be no assurance that these tax laws
or their interpretation in relation to the Group will not
change, or that regulators will agree with the tax position
the Group has adopted.
The Group regularly reviews its operating business model
and strategies to take account of changes in tax law and
changes in the way tax law is interpreted, which may
impact the Group.
44
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Information Technology
The Group relies on both its outsourced technology
platforms and develops its own software internally.
Whilst all third party systems are licensed, any failure or
disruption to the supply or performance of these systems
may have an immediate and a longer term impact on
the Group’s operations, client and supplier satisfaction
and company performance, which may have an adverse
impact on the financial performance of the Group.
The Group manages this risk by having system
redundancy, other back-up measures, security and
monitoring programs in place. However, there can be
no assurance that the Group’s mitigation arrangements
will be sufficient to entirely prevent the risk of
significant systems failure.
Cybersecurity and data protection
The protection of client, employee, third party and
company data is critical to the Group’s operations. The
Group has access to a significant amount of client,
employee and third party information, including through
its database of clients. There is a risk of failure in the
Group’s operations or material financial loss as a result
of cyber-attacks. Any unauthorised access to the Group’s
information technology systems (including as a result
of cyberattacks, computer viruses, malicious code or
phishing attacks) could result in the unauthorised release
or misuse of confidential or proprietary information of
the Group, its employees or clients, which may lead to
reputational damage, regulatory breaches, financial
penalties, litigation and compromised relationships with
clients. Further, cyber-attacks or a disruption in relation to
suppliers may impact the Group’s operations. For example,
a disruption in relation to airline operators could cause
significant disruption to travel schedules which may result
in the Group being unable to provide certain services
during that period or providing a less attractive service,
which may have an adverse impact on the operating
and/or financial performance of the Group. The legal and
regulatory environment surrounding information security
and privacy is increasingly complex and demanding. The
Group retains a significant amount of customer, employee
and third party information and the protection of that
information is critical to the Group’s operations.
The Group has monitoring programs and systems in
place to monitor and identify potential threats. It also
utilises third party expertise from technology partners
and maintains support arrangements for cyber incident
response and recovery. The Group also holds a cyber
breach insurance policy.
Competition
The Group operates in a competitive market, and the
Group’s business is subject to competition from existing
and new entrants and business models at any time.
Technological innovation is now challenging entire
business models and causing disruption to industry
structures. Technological developments have therefore
increased, and will continue to increase competition to
the Group’s businesses. Also, current competitors or new
competitors may become more effective.
If the Group does not adequately respond to competitive
forces, this may have an adverse effect on operational
and/or financial performance. A sustained increase in
competition from new entrants may result in a material
failure to grow, decline in profitability, or a loss of market
share or revenues.
The Group aims to continually improve its product and
service offering to attract and retain customers.
People and Capabilities
CTM relies on the talent and experience of its directors,
key senior management and staff generally. Our long
term sustainability is dependent on attracting and
retaining talented and motivated staff. As the travel
industry continues to face a challenging operating
environment, we expect to see the exit of skilled
employees from our business and the industry. In
addition to retaining people with corporate travel
expertise, we need to attract and retain employees
with expertise in areas such as cybersecurity, software
development, data and analytics. Attracting and retaining
people with these skills can be difficult due to increased
demand from local and global businesses.
The loss of any key personnel could cause disruption
to the conduct of CTM’s business in the short term
and may have a material adverse impact on CTM’s
operations and/or financial performance. It may
be difficult to replace key personnel, or do so in a
timely manner or at comparable expense. The Group
regularly reviews its succession planning, training and
development programs as well as its remuneration
frameworks to mitigate and manage this risk.
Acquisitions and integration
From time to time, the Group examines new acquisition
opportunities in all of the regions in which it operates.
Any future acquisitions may cause a change in the
sources of the Group’s earnings and result in variability
of earnings over time. There is a risk that integration
of new businesses may result in the Group incurring
substantial costs, delays or other problems in
implementing its strategy for any acquired businesses,
which could negatively impact the Group’s operations,
profitability and/or reputation. Further, the financial
performance of investments and the economic
conditions they operate within may result in investment
impairment should the recoverable amount of the
investment fall below its carrying value.
45
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Impairment risk
Significant changes in the state of affairs
CTM assesses whether there is any indication that an
asset may be impaired on an ongoing basis. Annually,
or when an indicator of impairment exists, CTM makes
a formal estimate of the recoverable amount. When
the carrying amount of an asset exceeds its recoverable
amount the asset is considered impaired and is written
down to the recoverable amount. Adverse outcomes of
some of the risk factors listed above, and in particular
if market conditions continue to deteriorate, as well as
new developments which are not currently apparent,
could trigger an impairment and have a negative impact
on the reported financial result of CTM. Refer to note 25
'Impairment testing of goodwill'.
Litigation risk
While the Group is not currently engaged in any
material litigation or disputes, it remains exposed to
possible litigation and dispute risks, and this risk may
be heightened having regard to the current volatility
in global economic markets. A member of the Group
may be subject to litigation in the course of its business,
in each of the jurisdictions in which it operates,
including commercial, contractual or client claims,
injury claims, employee claims, indemnity claims and
regulatory disputes.
Even if the Group is ultimately successful in defending
claims against it (or in pursuing claims made by it),
reputational harm may be inflicted and substantial legal
and associated costs may be incurred that may not be
recoverable from other parties, which may have a
material adverse impact on the Group’s financial
position and performance.
Any litigation, disputes or investigations that arise from
time to time are proactively managed by the Group with
a view to protecting CTM’s financial position as well as its
reputation and ongoing business.
Political and social sustainability risk
The Group has global operations. The ability of the
Group to conduct business in the countries in which it
operates long-term, is uncertain. Regional, political or
social instability (including as a result of COVID-19) could
negatively impact the Group’s revenue streams and
ultimately, its financial performance.
The diversification of the Group’s businesses across
multiple jurisdictions and a diverse portfolio of customers
provides the Group with greater resilience if regional,
political or social instability arises.
There were no significant changes in the state of affairs of
the Group during the financial year.
Events since the end of the financial year
No matter or circumstance has arisen since 30 June 2021
that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or
the Group's state of affairs in future financial years.
Likely developments and expected results
of operations
As vaccines are being delivered across the globe, travel
activity is expected to recover over the coming years.
The domestic travel market is recovering faster than
international travel. The Group's exposure to domestic
travel activity is proportionately high and is able to
operate a high performing domestic-only business until
meaningful international activity returns.
The Group's global footprint, diverse client pool,
technology assets, and strong cost management has
enabled a return to positive underlying EBITDA from
primarily domestic travel activity in 2H21. This has the
Group well-positioned to grow our business organically
as travel activity returns.
Details that could give rise to likely material detriment
to the Group, for example, information that is
commercially sensitive, confidential or could give a
third party a commercial advantage, has not been
included in this report.
Environmental regulations
The Group has determined that no particular or significant
environmental regulations apply to its operations.
The Directors have considered climate-related risks and do
not currently deem there to be an associated material risk
to the Group's operations and the amounts recognised
in the financial statements. The Group continues to
monitor climate-related and other emerging risks and the
potential impact on the financial statements. Refer to the
Group's sustainability report for additional information.
46
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021
Information on Directors
Particulars of the skills, experience and special responsibilities of the Directors in office as at the date of this report are set
out below.
Mr Ewen Crouch AM BEc (hons.), LLB, FAICD
Mr Jamie Pherous BCom
Independent Non-Executive Director – Chairman since
March 2019
Experience and expertise:
Ewen Crouch was a Partner at Allens from 1988 – 2013.
He served as a member of the firm’s board for 11 years,
including four years as Chairman of Partners. His other
roles at Allens included Co-Head Mergers & Acquisitions
and Equity Capital Markets from 2004 – 2010, Executive
Partner – Asian Offices from 1999 – 2004 and Deputy
Managing Partner from 1993 – 1996. He was a director of
Mission Australia from 1995, including as Chairman from
2009, until retiring in November 2016.
Ewen is a Fellow of the Australian Institute of Company
Directors, a member of its Law Committee and a director
of Jawun. He served as a member of the Takeovers Panel
from 2010-2015, as a member of the Commonwealth
Remuneration Tribunal from 2015-2019 and as a director of
Sydney Symphony Orchestra from 2009-2020.
Executive Director, Managing Director since May 2008
Experience and expertise:
Jamie Pherous founded Corporate Travel Management
in 1994. He has built the Group from its headquarters
in Brisbane to become one of the world’s largest travel
management companies.
Prior to establishing CTM, Jamie Pherous was employed
by Arthur Andersen, now EY, as a qualified Chartered
Accountant, specialising in business services and financial
consulting notably in Australia, Papua New Guinea and
the United Arab Emirates.
Other current directorships:
Nil
Former directorships (last 3 years):
Nil
Other current directorships:
BlueScope Steel Limited (since March 2013)
Special responsibilities:
Managing Director
Former directorships (last 3 years):
Interests in shares:
Westpac Banking Corporation (February 2013 - December
2019).
19,240,000 Ordinary shares in Corporate Travel
Management Limited
Special responsibilities:
Chair of the Board
Chair of Nomination Committee
Audit & Risk Committee member
Remuneration & Sustainability Committee member
Interests in shares:
12,482 Ordinary shares in Corporate Travel
Management Limited
47
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Ms Laura Ruffles MBA, GAICD
Ms Sophia (Sophie) Mitchell B.Econ, GAICD
Executive Director since December 2015
Experience and expertise:
Laura Ruffles is CTM’s Global Chief Operating Officer
and, in late 2015, was appointed an Executive Director
in recognition of her leadership contribution. She has
significant local, regional and global industry experience
and, in a career of more than 20 years, has led teams
across sales, account management, operations and
technology. Laura Ruffles is responsible for all aspects of
CTM’s business performance. She joined CTM in 2010 and
has been a key contributor to its successful growth.
Other current directorships:
Australian Federation of Travel Agents
Former directorships (last 3 years):
Nil
Special responsibilities:
Global Chief Operating Officer
Interests in shares:
50,000 Ordinary shares in Corporate Travel
Management Limited
Independent Non-Executive Director since
September 2019
Experience and expertise:
Sophie Mitchell has over 30 years of corporate advisory,
capital markets and equity research experience. She
retired from Morgans in June 2019 after over a decade as
an Executive Director in Morgans Corporate and, prior to
this, she was Morgans Head of Research.
Sophie is a Non-Executive Director of Morgans Holdings
(Australia), the Morgans Foundation Limited, and Myer
Family Investments Pty Ltd a Board member for the
Australia Council for the Arts, Chairman of Australian
Super’s Queensland Advisory Council and was a member
of the Australian Government Takeovers Panel between
2009 and 2018.
Other current directorships:
Flagship Investments Limited (since June 2008)
Apollo Tourism and Leisure Ltd (since September 2016)
Former directorships (last 3 years):
Silver Chef Limited (September 2011 - December 2019)
Special responsibilities:
Interests in rights:
Chair Remuneration & Sustainability Committee
437,500 Share appreciation rights in Corporate Travel
Management Limited
Audit & Risk Committee member
Nomination Committee member
Interests in shares:
27,612 Ordinary shares in Corporate Travel
Management Limited
48
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Mr Jon Brett BAcc, MCom, CA(SA), Dip Datametrics
Company secretary
Anne Tucker
Anne Tucker was appointed as a Company Secretary
on 2 September 2019. Anne holds Bachelors of Law and
Commerce, Graduate Diplomas in Legal Practice and
Applied Corporate Governance, and is an Associate of the
Governance Institute of Australia.
Meetings of Directors
The number of meetings of CTM's Board of Directors ('the
Board') held during the year ended 30 June 2021, and the
number of meetings attended by each Director were:
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Mr Jamie Pherous
Ms Laura Ruffles
Board
Board
A
12
12
12
12
11
B
12
12
12
12
12
Independent Non-Executive Director since
January 2020
Experience and expertise:
Jon Brett was formerly an executive director of Investec
Wentworth Private Equity Limited, and an executive of
Investec Bank (Australia) Limited. He was also the CEO
of Techway Limited which pioneered internet banking
in Australia. Jon brings extensive strategic, board and
management experience to CTM, particularly in the areas
of finance and corporate advisory.
Jon is currently Executive Chairman of Stridecorp Equity
Partners, an AFSL licensed fund manager specialising in
private equity. His former directorships include Godfreys
Group Limited, The Pas Group Limited, deputy president
of the NRMA and Vocus Group Limited since its listing
on the ASX.
Other current directorships:
Mobilicom Limited (since September 2018)
Former directorships (last 3 years):
Indoor Skydive Australia Limited (September 2018 –
July 2019)
Vocus Group Limited (June 2010 – August 2018)
Special responsibilities:
Chair Audit & Risk Committee
Remuneration & Sustainability Committee member
Nomination Committee member
Interests in shares:
1,249 Ordinary shares in Corporate Travel
Management Limited
49
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Audit & Risk
Committee
Audit & Risk
Committee
Remuneration
& Sustainability
Committee
Remuneration
& Sustainability
Committee
Nomination
Committee
Nomination
Committee
A
4
4
4
NM
NM
B
4
4
4
NM
NM
A
4
4
4
NM
NM
B
4
4
4
NM
NM
A
3
3
3
NM
NM
B
3
3
3
NM
NM
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Mr Jamie Pherous
Ms Laura Ruffles
A = Number of meetings attended
B = Number of meetings held during the time the Director held office or was a member of the Committee
NM = Not a member of the relevant Committee
Corporate Governance
The Board of CTM recognises the importance of good corporate governance practices which assist in ensuring the
accountability of the Board and management of the Group. The Group believes that these practices are fundamental to
the long-term performance and sustainability of the Group, the delivery of strategic objectives and contributing to the
preservation of shareholder value.
Information relating to the Group’s corporate governance practices and its Corporate Governance Statement can be found
in the Corporate Governance section on the Group’s website at https://investor.travelctm.com.au/corporate-governance
50
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration
Report
Introduction
This report sets out the remuneration arrangements of the Company for the year ended 30 June 2021
and is prepared in accordance with section 300A of the Corporations Act 2001. The information has been
audited as required by section 308(3C) of the Corporations Act 2001.
The report is structured as follows:
Letter from the Chair of the Remuneration & Sustainability Committee
Remuneration Highlights
Persons covered by this report
Remuneration governance framework
Executive KMP remuneration
Contractual arrangements for Executive KMP
Non-executive Director Remuneration
Statutory KMP Remuneration
Other information
52
54
55
56
57
64
64
65
67
51
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Letter from the Chair of the Remuneration & Sustainability Committee
Dear Shareholders,
I am pleased to present you with CTM’s Remuneration Report for the year ended 30 June 2021.
FY21 was another challenging year for the travel industry as a whole and CTM’s approach to remuneration and
sustainability continued to focus on those matters which we consider to be material to CTM’s long-term sustainability and
to creating value for our stakeholders. Since expanding the Committee's role to include oversight of sustainability matters,
we have reviewed our sustainability strategy and associated reporting to provide further information on the material areas
that we believe are critical to CTM’s sustainability over the longer term. Further information regarding CTM’s approach to
sustainability can be found in the Sustainability Report commencing on page 20.
FY21 Outcomes
In FY21, we implemented a range of remuneration related measures in response to COVID-19. Many of these measures,
such as no increases to fixed annual remuneration or to the fees paid to Non-executive Directors and reduced working
hours and pay, were introduced in FY20 and continued into FY21.
We also implemented measures to support our employees with a variety of initiatives promoting health and mental
wellbeing, including flexible working arrangements, access to wellness information, mental health tips and techniques, as
well as support provided through our employee assistance program.
Pleasingly, and consistent with increasing travel activity in Australia, New Zealand, North America and Europe over the
second half of FY21, we have welcomed back some former CTM employees and on-boarded new employees. We also
thank our CTM alumni for all they have contributed to our business and look forward to continuing to welcome back
many of our alumni to the CTM business as travel activity recovers. Unfortunately in regions such as Australia, sudden
regional lockdowns and border closures result in short term impacts on revenue and activity, and we are thankful for the
government employee support being made available during these difficult periods. The Committee is very cognisant
of the impact on our employees of the many difficult decisions made over the last year to assist manage the business
through the pandemic. The support, understanding and loyalty of CTM’s staff is a testament to the culture at CTM.
For FY21, we made some temporary adjustments to both our short term and equity incentive programs in an attempt to
balance the impact of COVID-19 on earnings, preserve incentive remuneration arrangements aligned with shareholders,
while maintaining our ability to attract, retain and motivate employees during a period of heightened uncertainty.
Given the short term earnings uncertainty driven by border closures and government mandated quarantine
requirements, the Committee decided to make some adjustments to the FY21 STI program. The STI opportunity for all
employees was reduced by 50% and KPI targets were directly focused on cost containment, cash management and
client retention. We also split the FY21 STI program into two opportunities across the full year, with positive underlying
earnings gates for both opportunities. This differed from the usual earnings gate that underlying earnings exceed the
same metric for the prior financial year.
We awarded $220,000 in short term incentives to employees whose contribution to special projects delivered significant
client contract wins and substantial revenue to our UK business. No short term incentives were awarded to key
management personnel given their participation in the FY21 equity incentive program.
Temporary modifications were also made to CTM’s equity incentive program. Approximately 50 senior leaders were
offered share appreciation rights (SARs), where two-thirds of the rights granted were subject to EPS growth and
conduct hurdles measured across a two year performance period and one-third were subject to conduct hurdles,
including a 12 month service condition, with recipients not able to dispose of shares awarded upon vesting for a further
12 month period. The SARs tranche subject to the 12 month service condition have now vested and are able to be
exercised by participants.
Talent retention and motivation are critical for CTM’s business performance and to create wealth for shareholders. In our
experience, employees in the travel industry with transferable skills who are experiencing uncertain future prospects have
been and will continue to be targeted by other industries during this period of uncertainty. The temporary adjustments to
our FY21 equity incentive program were specifically introduced to deal with these particular challenges and were aimed
directly at the retention of our leaders and to incentivise actions and behaviours consistent with the immediate priorities of
the Group which the Committee judged would drive future shareholder returns. The outcome has been strong cost control,
cash management and client retention, the successful acquisition of Travel & Transport and Tramada and delivery of key
integration objectives in accordance with our integration plan, and an excellent retention rate among our senior leaders.
52
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Equity incentives in the form of SARs were also awarded to key Travel & Transport senior leaders to support retention and
integration delivery. Vesting of these SARs is conditional on continued service through until 30 June 2022, in line with our
integration road map. In addition, a cash incentive was offered to seven Travel & Transport senior leaders considered critical
to the delivery of the integration plan. Moving forward, eligible CTM North American senior leaders will participate in SARs
offers made to other Group senior leaders.
FY22 Approach
Our overarching remuneration strategy remains focused on driving performance and providing competitive total rewards
that attract, retain and motivate the high quality employees required to deliver on CTM’s longer term growth aspirations
during a period of ongoing uncertainty. Retaining, motivating and having the ability to attract staff is particularly
important to combat employee concerns about job security and lower job satisfaction, and to limit staff with transferable
skills moving to sectors less affected by the pandemic. Equally important is aligning our talented people with shareholders
by incentivising our people to deliver long-term sustainable growth in shareholder value and ensuring our people’s
conduct meets CTM’s values and expectations.
As the business continues to recover, the Group’s ability to attract, retain and motivate staff remains a high priority and
we recognise that each of our regions will recover at different cadences. During this recovery phase, we are mindful of the
importance of balancing all stakeholders’ interests.
Specifically, the FY22 remuneration and people plan includes:
― a return to full pay and working hours for all of our people
― wherever possible, the continued return of CTM alumni in line with travel activity
― a short term incentive pool based on the Group achieving positive underlying EBITDA for FY22 and achievement
of individual KPIs reflecting regional priorities that may include measures such as client retention, client wins, cost
containment, employee engagement, client satisfaction or major project/integration execution. This short tem
incentive will be available to a wider group of CTM employees than in previous years
― an equity incentive plan comprised of SARs set at a strike price of $21.19 (5 day VWAP to 30 June 2021) capable of
vesting over two and three year performance periods, with vesting conditional on achieving conduct and service
conditions and EPS growth (100% vesting at 20% EPS growth over the performance period).
We expect that when the business recovers, the remuneration structure will return broadly to the pre-COVID-19
structure. The Committee believes this structure is simple and clear and has served CTM’s shareholders and employees
well for many years.
On behalf of the Committee, I thank you for your ongoing support of CTM.
Yours Sincerely,
Sophie Mitchell
Remuneration & Sustainability Committee Chair
18 August 2021
53
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Remuneration Highlights
COVID-19
Throughout FY21 we have continued to support our
people with flexible work arrangements while ensuring
business continuity as well as offering mental health
support through our employee assistance programs and
local initiatives in each of our regions.
Many of the plans which were actioned in FY20 to manage
costs against the reduced corporate travel activity
experienced as a result of COVID-19 continued in FY21.
As travel activity returns, we have recommenced hiring in
some regions , and where possible, have begun returning
our people to full pay and working hours. In those regions
where activity remains low relative to pre-COVID 19 levels or
where sudden regional lockdowns and border closures result
in short term impacts on revenue and activity, our people
remain on reduced pay and working hours.
In the second half of FY21, further redundancies were
actioned in the Asia region as travel activity remains very low.
Group remuneration
There were no increases to fixed annual remuneration
(FAR) for employees across the Group (FY20: average 3%).
There was no increase in FAR for Executive KMP, noting
that Executive KMP returned to full pay from 1 August 2020.
Managing Director remuneration
Total FY21 remuneration for the Managing Director and
CEO (Managing Director) was $492,904 (FY20: $436,010).
No short term or long-term incentive was awarded to the
Managing Director in FY21.
As part of the Company’s cost containment measures to
mitigate the impacts of COVID-19, the Managing Director’s
fixed remuneration was reduced by an equivalent 25% for
part of FY20 and FY21, returning to 100% from 1 August 2020.
Short term performance incentives
No short term incentives were awarded to KMPs.
In FY21 we awarded $220,000 in short term incentives
relating to exceptional outcomes (FY20: nil). These
incentives were awarded to employees who contributed to
special projects delivering significant client contract wins
and substantial revenue contribution in our UK business.
FY19 Long-term performance incentives
Following the end of the three year performance period
ended 30 June 2021, share appreciation rights (SARs)
awarded to employees in FY19 were tested. Vesting of
these SARs was conditional on achieving:
― conduct and service conditions – continued
employment and behaviour in line with our values
― performance conditions – EPS growth, with target
performance being set at 10% EPS growth.
With the impact of COVID-19 on earnings, the EPS
performance condition was not met, resulting in all of the
FY19 SARs being forfeited.
54
FY21 retention and performance equity incentives
In FY21, we made some temporary adjustments to our
equity incentive program to balance the impact of
COVID-19 on earnings, preserve incentive remuneration
arrangements aligned with shareholders, while
maintaining our ability to attract, retain and motivate staff
during a period of heightened uncertainty.
The FY21 equity offer was comprised of two tranches of SARs:
― approximately one-third of SARs were granted with
vesting conditional on achieving conduct and service
conditions over a 12 month period, with a further 12
month disposal restriction (FY21 Retention SARs); and
― approximately two-thirds of SARs were granted with
vesting conditional on achieving conduct and service
and EPS growth over a two year period ending 30 June
2022 (FY21 Performance SARs).
The temporary adjustments to our FY21 equity incentive
program were aimed directly at the retention of our
leaders and to incentivise actions and behaviours
consistent with the immediate priorities of the Group
which the Committee judged would drive future
shareholder returns. The outcome has been strong cost
control, cash management and client retention, the
successful acquisition of Travel & Transport and Tramada
and delivery of key integration objectives in accordance
with our integration plan, and an excellent retention rate
among our senior leaders.
Having achieved share price growth over a strike price of
$9.89 (5 day VWAP to 30 June 2020), the FY21 Retention
SARs vested following the end of the financial year, with
a total of 431,786 CTM shares able to be exercised from
809,750 SARs awarded to 48 participants.
Acquisition of Travel & Transport
With the acquisition of Travel & Transport (which
completed in October 2020) and to support retention and
integration delivery, equity incentives in the form of SARs
were awarded to Travel & Transport senior leaders. Vesting
of these SARs is conditional on achieving conduct and
service conditions ending on 30 June 2022. These SARs
were set at a strike price of $12.35.
Cash retention arrangements were also established with
seven Travel & Transport executives considered critical
to the integration program. Further details about these
arrangements can be found on page 56 of this report.
Non-executive Director fees
There were no increases to Non-executive Director fees in
FY21 (FY20: 1.7% increase to Non-executive Director fees
and a 1% increase to the Chairman’s fees).
As part of the Company’s cost containment measures to
mitigate the impacts of COVID-19, Non-executive Director
fees were reduced by an equivalent 33% for part of FY20
and FY21, returning to 100% from 1 August 2020.
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
FY22
The FY22 remuneration plan includes:
― a short term incentive opportunity where the Group achieves positive underlying EBITDA for FY22, with each
individual’s incentive opportunity determined by reference to individual performance and minimum targets reflecting
regional imperatives; and
― an equity incentive plan comprised of SARs set at a strike price of $21.19 (5 day VWAP to 30 June 2021), capable of
vesting over two and three year performance periods, with vesting conditional on achieving conduct and service
conditions and EPS growth (100% vesting at 20% EPS growth over the performance period).
We expect that when the business recovers, the remuneration structure will return broadly to the pre-COVID-19 structure.
Persons covered by this report
Key management personnel (KMP) include Non-executive Directors, Executive Directors and those senior executives with
authority and responsibility for the planning, controlling and directing of the activities of the Company and the Group,
which includes those executives who lead business units.
For the purposes of this report, Executive KMP means the Executive Directors (Managing Director and Global COO), the
Global CFO, the CEO - North America, CEO – UK/Europe, CEO – Asia and the CEO – Australia and New Zealand.
Details of the KMP are provided in the table below.
Name
Position
Ewen Crouch AM
Chairman, Non-executive Director
Non-executive Directors
Jon Brett
Executive Directors
Other Key Management
Personnel
KMP who ceased to
be KMP in FY21
Sophie Mitchell
Jamie Pherous
Laura Ruffles
Kevin O’Malley
Debbie Carling
Larry Lo
Greg McCarthy
Cale Bennett
Neale O’Connell1
Maureen Brady2
Non-executive Director
Non-executive Director
Managing Director
Global COO
CEO – North America (appointed as a KMP 1 November 2020)
CEO – UK/Europe
CEO – Asia
CEO – Australia and New Zealand
Global CFO (appointed as a KMP 1 March 2021)
Global CFO (ceased as KMP 26 February 2021)
CEO – North America (ceased as KMP 30 October 2020)
1 Neale O’Connell retired as Global CFO on 26 February 2021. Mr O’Connell’s services were retained after his retirement under a consultancy agreement which
ended on 30 June 2021.
2 Maureen Brady remains employed by CTM. Following the acquisition of Travel & Transport and appointment of Kevin O’Malley as CEO – North America, Maureen
Brady was appointed COO – North America.
55
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Remuneration governance framework
Remuneration and Sustainability Committee
COVID-19
The Remuneration and Sustainability Committee
(Committee) consists of all of the Non-executive Directors,
with one performing the role of Chair. The Managing
Director and Global COO are invited to attend but are not
present when their remuneration is discussed.
The Committee has an advisory role and assists the
Board in the following areas:
― people and remuneration strategy and policies;
― setting executive remuneration and incentives for
Executive KMP;
― talent development and succession planning;
― Non-executive Director remuneration; and
― sustainability issues relevant to the Group.
Under the terms of the Remuneration and Sustainability
Committee Charter, the majority of Committee
members must be independent directors and the Chair
of the Committee must be an independent director.
All members of the Remuneration and Sustainability
Committee are independent non-executive directors.
Details about members of the Committee and their
backgrounds are included in the Directors’ Report which
can be found on pages 47 to 49.
To ensure the Committee is fully informed when making
remuneration decisions, the Committee may seek external
remuneration advice. During the reporting period, the
Committee did not engage any consultants to provide
recommendations in relation to remuneration.
In light of the reduced travel activity experienced from the
COVID-19 pandemic, the various plans actioned by CTM
during FY20 to manage its cost base while balancing the
need to retain a motivated, engaged and adequately sized
workforce, remained in place in FY21. Consistent with our
clear purpose to deliver an enhanced value proposition to
corporate travellers, we have been focused on retaining
a skilled and knowledgeable team to support our clients
and our business as travel activity returns.
We have welcomed back some of our former CTM
employees in-line with increasing travel activity in
Australia, New Zealand, North America and Europe and
have begun returning our people to full pay and working
hours. However, in those regions where activity remains
low relative to pre-COVID 19 levels, or where sudden
regional lockdowns and border closures result in short
term impacts on revenue and activity, our people remain
on reduced pay and working hours. For KMP, all Executive
KMP and non-executive Directors were returned to full pay
from 1 August 2020.
Acquisition of Travel & Transport
As part of the acquisition of Travel & Transport, the
Committee considered the need to put retention
arrangements in place for certain Travel & Transport
employees to reduce the risk of loss of employees who
occupy roles that are key to the delivery of the integration
plan. To support retention and integration delivery,
equity incentives in the form of SARs were awarded to 23
Travel & Transport senior leaders. Vesting of these SARs is
conditional on achieving conduct and service conditions
ending on 30 June 2022. These SARs were set at a strike
price of $12.35.
In addition, a maximum total retention pool of USD 2.3
million was approved by the Board and, during FY21, an
allocation was made to cover seven employees considered
critical to the delivery of the integration plan
For these seven senior executives, the retention
arrangements range from 50% to 80% of their fixed
annual remuneration at the time of the acquisition of
Travel & Transport. The retention arrangements are
payable on 30 October 2021 for these senior executives.
The Board believes that these arrangements are fair
and reasonable and that it was in shareholders’ best
interests that the services of these senior executives were
retained to lead the Group through the Travel & Transport
integration program.
56
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Variable Remuneration - Short term
performance incentives (STI)
Participation in the Group’s short term incentive
scheme is broad, with team members across all
regions eligible to participate. An individual’s target STI
opportunity is set depending on the accountabilities
and impact of the role on the organisation or business
unit performance. Short term incentives are paid in cash
around 30 September each year.
The scheme is designed to reward and recognise
outstanding employee performance and execution
of CTM’s business plans, provided the Group can also
demonstrate it has created value for shareholders.
Each year, the Remuneration and Sustainability
Committee considers the appropriate targets and key
performance indicators (KPIs), including setting any
maximum payment potential under the STI plan and
minimum levels of performance required to trigger
payment of short term incentives. STI performance targets
are underpinned by the Group’s strategic priorities and are
aligned with CTM’s values and risk appetite. All targets and
KPIs are defined and measurable.
Ordinarily, the short term incentive pool is based on the
following key elements:
1.
the financial performance of the relevant region and
the financial performance of the Group in the year
2. each individual’s performance.
The Board retains the discretion to adjust short
term incentives.
Remuneration Report Continued
Executive KMP remuneration
Remuneration Framework
The objective of the Group’s remuneration framework,
summarised below, is to:
― attract and retain high calibre team members;
― incentivise and reward team members for the
achievement of strategic objectives designed to
deliver sustained growth in shareholder wealth,
ensuring reward for performance is competitive
and appropriate for the results delivered; and
― align remuneration with shareholder interests.
Key elements of remuneration
The Group’s remuneration framework typically has three
components:
― Fixed annual remuneration (FAR);
― Short term performance incentives (STI); and
― Equity incentives (LTI).
CTM’s remuneration framework provides for a mix of short
and long-term incentives. As team members gain seniority
within the Group, the balance of their remuneration mix
between FAR, STI and LTI shifts to a higher proportion of
‘at risk’ rewards, commensurate to each individual’s role
and responsibilities.
The proportion of short and long-term incentives
(relative to fixed pay) for Executive KMP is set at the
start of the financial year, together with KPIs. Incentive
awards are subject to adherence with CTM’s values
and behavioural standards – behaviour which does not
meet expectations is actively and consistently managed,
through the application of formal consequences such
as formal warnings, reductions to performance-based
remuneration, or termination of employment.
Fixed Annual Remuneration
Fixed annual remuneration (FAR) comprises base pay,
superannuation and pensions. Team members are
offered a competitive FAR that targets the desired skills
and experience for our roles. FAR is reviewed annually, to
ensure that it remains competitive with the market. Team
member FAR is also reviewed upon promotion. There
are no guaranteed pay increases in any senior executive
contracts of employment and in FY21 there were no
increases to fixed annual remuneration.
57
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
1. Financial Performance
In FY21, if the Group achieved pre-determined financial targets set by the Remuneration and Sustainability Committee, an
incentive pool would become available. The criteria for FY21 required positive underlying EBITDA in each half, adjusted for
one-off items including significant non-recurring items, currency movements and items that are considered by their nature
and size as unusual or not in the ordinary course of business, such as merger and acquisition activity.
The approach adopted in FY21 differed from the financial targets used in previous years, namely that underlying earnings
exceed the same metric for the prior financial year.
If the global and regional underlying EBITDA results exceed expectations, the full STI pool will be available for distribution.
Conversely, if results are below expectations, only a fraction of the pool, or possibly none of the short term incentive pool
will be available for distribution. The use of financial targets ensures variable reward is only available when value has been
created for shareholders and when earnings are consistent with the Group’s approved targets.
If an incentive pool does not form due to the regional and/or Group financial performance not achieving the pre-
determined financial targets set by the Remuneration and Sustainability Committee, the Board may exercise discretion to
determine incentives for specific regions that individually perform strongly against their KPIs.
2.
Individual Performance
Each individual’s incentive opportunity is determined by reference to the individual’s own KPIs. KPI targets for Executive
KMP include a mix of financial and non-financial targets. In FY21, these targets were focused on the following core metrics
which were set by the Board at the beginning of the financial period: global EBITDA targets, cost containment, cash
management, client retention, people and leadership.
Individual performance impacts the amount of incentive payment for any individual. Executive KMP performance reviews
are conducted by the Managing Director and provided to the Remuneration and Sustainability Committee and Board
annually. The Managing Director’s performance review is conducted by the Chairman and provided to the Remuneration
and Sustainability Committee and Board annually.
The weighting of the financial and non-financial KPIs for current Executive KMP is outlined in the following table:
Executive KMP
Jamie Pherous
Laura Ruffles
Cale Bennett1
Kevin O’Malley1
Larry Lo
Debbie Carling
Greg McCarthy
Title / Region
MD / Global
COO / Global
CFO / Global
CEO / North America
CEO / Asia
CEO / UK/Europe
CEO / Australia & New Zealand
Financial KPIs
Non-financial KPIs
EBITDA
Cost containment
Cash management
Client retention
People and
leadership
70%
70%
80%
70%
70%
70%
70%
30%
30%
20%
30%
30%
30%
30%
1 Executives who became KMPs during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
Special projects / circumstances incentive
The Board has the discretion to consider special achievements when determining the amount payable in incentives.
Special projects / circumstances incentives will only be paid, at the discretion of the Board, where very significant Group
changing and/or Group defining events occur which more directly influence the share price, investor perspectives and
longer term value of the Group.
Special projects / circumstances could encompass major technology, business specific or Group-wide projects designed to
add value through substantial revenue enhancement, improved cost efficiency, or business sustainability. Any payments of
this nature will generally be in the form of cash.
In FY21 we awarded $220,000 in short term incentives to employees whose contribution to special projects delivered
significant client contract and substantial revenue to our UK business. No short term incentives were awarded to KMP.
58
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021
Remuneration Report Continued
FY21 Reward Outcomes under STI
As the world responded to the impact of the COVID-19 pandemic, CTM continued to face difficult operating conditions in
FY21 with government mandated shutdowns, border closures, quarantine arrangements and travel restrictions remaining
in place in various forms.
In light of the uncertain environment for our employees and the travel industry more generally, minor adjustments were
made to the FY21 STI program to split the FY21 STI into two opportunities across the first and second halves, with financial
targets for both periods and individual KPIs focused on global EBITDA targets, cost containment, cash management, client
retention and people and leadership. For all employees, including Executive KMP, their potential STI opportunity for FY21
was set at a maximum of 50% of their FY20 maximum opportunity (25% of their FY20 maximum opportunity for each half).
Following the assessment of Executive KMP against their KPIs, no short term incentives were awarded to KMPs as
summarised in the table below:
Name
Jamie Pherous
Laura Ruffles
Cale Bennett2
Kevin O’Malley2
Larry Lo
Debbie Carling
Greg McCarthy
Neale O’Connell3
Maureen Brady3
Maximum
STI Potential
(FY21)1
FY21
FY20
Awarded %
Forfeited %
Maximum STI
Potential (FY20)1
Awarded %
Forfeited %
$125,000
$550,000
N/A
$250,000
$129,402
$112,702
$25,000
$115,000
$66,916
0%
0%
N/A
0%
0%
0%
0%
0%
0%
100%
100%
N/A
100%
100%
100%
100%
100%
100%
$270,000
$1,100,000
N/A
N/A
$286,352
$234,522
$50,000
$230,000
N/A
0%
0%
N/A
N/A
0%
0%
0%
0%
N/A
100%
100%
N/A
N/A
100%
100%
100%
100%
N/A
1 Maximum STI potential for Kevin O’Malley, Larry Lo, Debbie Carling and Maureen Brady are determined in local currency and converted at average exchange rates.
2 Executives who became KMPs during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
3 KMPs who ceased to be a KMP during the year. Neale O’Connell ceased to be a KMP on 26 February 2021 following his retirement as Global CFO. Mr O’Connell’s
services were retained after his retirement under a consultancy agreement which ended on 30 June 2021. Maureen Brady ceased to be a KMP on 30 October
2020 and remains employed by CTM as COO – North America.
59
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Variable Remuneration – equity based incentives
Senior leaders who have a greater potential impact on
share price and long-term value creation participate in
CTM’s equity based incentive program. CTM’s equity
based incentive scheme is designed to:
(a) assist in the reward, retention and motivation of
eligible employees;
(b) link the reward of eligible employees to shareholder
value creation; and
(c) align the interests of eligible employees with
shareholders by providing an opportunity for eligible
employees to receive an equity interest in the Group.
Grants of Share Appreciation Rights (SARs) are ordinarily
made annually according to the role and influence on
long-term performance. A SAR is a right to receive an
award which may be satisfied by the issue of shares, cash
payment, or a combination of both (at the Board’s sole
discretion), subject to the achievement of performance
conditions which can include service conditions, EPS
growth and conduct expectations.
If the performance conditions are achieved, the number of
shares awarded is calculated by reference to an increase in
the CTM share price from a strike price set at the volume
weighted average price (VWAP) of the 5 trading days prior
to 1 July immediately preceding the grant of SARs against
the 5 day VWAP immediately preceding the time that the
Board determines the performance hurdles are satisfied.
The use of a 5 day VWAP to set both the strike price and
the subsequent share price at the time of vesting, provides
a very clear and publicly verifiable pricing structure for
equity based remuneration. Awards are of no value to
participants if the subsequent share price at the time of
vesting is below the strike price, aligning the interests of
participants with shareholders.
Given the potential for volatility of CTM’s share price in
the period leading into full year results in mid-August
each year, in FY21 we changed the basis of the share
price calculation to determine the equity allocation
for FY21. We replaced the 30 day VWAP for the period
immediately preceding the release of CTM’s full year
results, with a 5 day VWAP to and including 30 June,
meaning that the strike price would be reflective of CTM’s
share price at the commencement of the performance
period and would be compared against the 5 day VWAP
to and including 30 June immediately preceding the end
of the relevant performance period.
Participation
In FY21, 74 senior employees (including employees
from Travel & Transport) were invited by the Board to
participate in the equity incentive scheme (FY20: 51 senior
employees). All Executive KMP, other than the Managing
Director, participated in the FY21 equity incentive scheme.
Performance hurdles and performance period
The Board resolved to make some temporary adjustments
to the vesting conditions for the FY21 equity incentive
grants to balance the impact of COVID-19 on earnings,
preserve the alignment of incentive remuneration
arrangements with shareholders, while maintaining our
ability to attract, retain and motivate staff during a period
of heightened uncertainty.
Talent retention and motivation are critical for CTM’s
business performance and to create wealth for
shareholders. In our experience, employees in the travel
industry with transferable skills who are experiencing
uncertain future prospects have been and will continue
to be targeted by other industries during this period of
uncertainty. The temporary adjustments to our FY21 equity
incentive program were specifically modified to deal with
these particular challenges and were designed to retain
our key staff during this period of heightened uncertainty.
The FY21 equity offer was comprised of the following
tranches of SARs:
― FY21 Retention SARs were granted with vesting
conditional on achieving service and conduct
conditions (including a 12 month time based service
condition), with a further 12 month disposal restriction
― FY21 Performance SARs were granted with vesting
conditional on achieving service and conduct
conditions and EPS growth over a two year period
ending 30 June 2022.
― FY21 SARS were granted to Cale Bennett following
his appointment to the role of Global CFO with
vesting conditional on achieving service and conduct
conditions and EPS growth over a three year period
ending 30 June 2024.
60
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
The FY21 Performance SARs, which are subject to EPS growth as well as achieving service conditions, will vest on a scaled
basis as follows:
Minimum EPS growth from 1 July 2020 – 30 June 2022
80% achievement of target growth rate (i.e. 16.0% EPS growth)
90% achievement of target growth rate (i.e. 18.0% EPS growth)
100% achievement of target growth rate (i.e. 20.0% EPS growth)
SARs will become performance qualified on a straight-line
basis where EPS growth over the relevant performance
period falls between 16-20% EPS growth.
The final tranche of FY21 equity incentives were awarded to
senior Travel & Transport leaders following the acquisition of
Travel & Transport (which completed in October 2020) with
the key objective of supporting retention and integration
delivery. Vesting of these SARs is conditional on achieving
service and conduct conditions, including a time based
service condition ending 30 June 2022.
While temporary adjustments were made in FY21
to performance periods and vesting conditions,
the overarching philosophy for equity incentive
remuneration remains unchanged: to reward, retain and
motivate senior leaders; link the reward to shareholder
value creation to align senior leaders with shareholders;
provide an opportunity for eligible employees to build
an equity interest in CTM; and support our employee
conduct expectations.
The Board may exercise its discretion with respect to
adjustments to thresholds and targets at the time of
testing. The Group will provide a clear explanation if any
adjustments are made to thresholds and targets. The
Board retains the discretion to adjust equity incentives
(including vesting conditions, performance hurdles and
the forfeiture of unvested SARs), in light of unexpected
or unintended circumstances, or where an individual
has engaged in conduct which is contrary to CTM’s
values. For example, behaviour which does not meet
expectations is actively and consistently managed,
through the application of formal consequences such
as formal warnings, reductions to performance-based
remuneration, or termination of employment.
Portion of SARs that become
performance qualified
50% of SARs
75% of SARs
100% of SARs
Cessation of employment, change of
control and clawback
All unvested SARs lapse immediately upon cessation of
employment with the Group. However, the Board has
discretion in special circumstances to determine that
SARs be retained and the terms applicable following
cessation of employment. Special circumstances
include events such as retirement, redundancy, death
and permanent disability. If a Change of Control Event
occurs, or the Board determines in its absolute discretion
that a Change of Control Event may occur, the Board
has absolute discretion to determine the appropriate
treatment regarding any awards.
In addition to other formal consequences, including
formal warnings or termination of employment, unvested
SARs may be clawed back where there has been a
material misrepresentation of the financial outcomes on
which the award was assessed and/or the participant’s
actions have been found to be fraudulent, dishonest, in
breach of his or her duties, contrary to CTM’s values and
behavioural standards or would bring CTM into disrepute.
Dividend entitlements
Recipients of SARs are not entitled to dividends until
shares are allocated (based on vesting and meeting the
relevant performance hurdles, employment condition and
conduct expectations and being exercised by recipients).
Dilution
Shares issued under the Group’s Omnibus Incentive Plan
are subject to a cap of 5% of equity. This is inclusive of
shares that may be issued in respect of each outstanding
offer of shares, options or rights if accepted or exercised
under other equity plans.
Hedging
Executive KMP are not permitted to hedge equity awards.
61
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
FY21 Reward Outcomes under equity incentive plan
FY21 SARs
FY19 SARs
The three year performance period for the FY19 SARs
ended on 30 June 2021. Vesting was conditional on
the Group achieving earnings per share (EPS) growth
per annum over the three year testing period, with
target performance being set at 10% EPS growth and
participants continuing to be employed by the Group at
the end of the performance period.
Following the end of the financial year, the FY19 SARs
were tested. As the EPS growth condition was not met,
100% of the FY19 SARs failed to vest. Had the EPS hurdle
been met, this tranche of SARs would have been valueless
to the holders given the vesting share price was below the
$29.00 strike price.
In FY21, a total of 3,504,250 SARs were awarded to 74
participants (FY20: 1,678,000 to 51 participants) in
three tranches:
― 809,750 SARs were granted with vesting conditional
on achieving service and conduct condition conditions
(including a 12 month time based service), with a further
12 month disposal restriction (FY21 Retention SARs)
― 1,664,500 SARs were granted with vesting conditional
on achieving service and conduct conditions and
EPS growth over a 2 year period ending 30 June 2022
(FY21 Performance SARs)
― 930,000 SARs were granted with vesting conditional
on achieving service and conduct conditions ending
on 30 June 2022 (FY21 T&T Retention SARs)
― 100,000 SARs were granted with vesting conditional
on achieving service and conduct conditions and
EPS growth over a 3 year period ending 30 June
2024 (FY21 CFO SARs)
Having achieved share price growth over a strike price of
$9.89 (5 day VWAP to 30 June 2020), the FY21 Retention
SARs vested after the end of the financial year, with a total
of 431,786 CTM shares able to be exercised from 809,750
SARs awarded to 48 participants.
Correlation between variable remuneration and financial results
In considering the Group’s performance in the context of appropriate remuneration levels and structures, the
Remuneration & Sustainability Committee considers a variety of measures including financial results, share price growth
and the delivery of return on investment to shareholders. Over the past two years, COVID-19 has created substantial
volatility to these measures. This is highlighted in the table below which outlines the performance of the Group and
shareholder returns over the last five financial years.
Net profit/(loss) attributable to members ($’000)
Basic earnings per share (cents)
Dividends paid ($’000)
Dividend payout ratio (%)1
Increase/(decrease) in share price (%)
Total Executive KMP STI
as percentage of net profit/(loss) (%)
1 Based on dividends paid in respect of the financial year
FY 2021
FY 2020
(55,351)
(43.0)
-
N/A
111.5
0.0
(8,185)
(7.5)
23,953
N/A
(56.9)
0.0
FY 2019
86,235
79.6
42,263
49.0
(17.6)
1.6
FY 2018
76,712
72.4
34,964
45.6
19.0
1.9
FY 2017
54,556
53.5
27,554
50.5
63.9
2.2
62
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
The following table sets out details of the SARs granted to persons in their capacity as Executive KMP during FY21 under
the 2021 allocation, as well as details of SARs granted under prior awards that have not yet vested as at 30 June 2021.
The three year performance period for SARs granted under the FY19 allocation ended on 30 June 2021 and were tested
following the end of FY21. As the EPS performance and share price growth conditions were not met, the FY19 tranche did
not vest and all FY19 SARs were forfeited.
The 12 month service period for the FY21 Retention SARs ended on 30 June 2021 and, having achieved share price growth
over a strike price of $9.89 (5 day VWAP to and including 30 June 2020), the FY21 Retention SARs vested following the end
of the financial year.
Name
Year of grant
Year in
which
rights
may vest
Exercise
Price
No. of
rights
granted
Value per
right at
grant date
No. of
rights
vested
during
the year
Vested
%
Forfeited
%
Laura Ruffles
Cale Bennett1
Larry Lo
Debbie Carling
Greg McCarthy
Kevin O’Malley1
Neale
O’Connell2
Maureen
Brady2
2021
Performance
2021
Retention3
2020
2019
2018
2021
2021
Performance
2021
Retention3
2020
2019
2018
2021
Performance
2021
Retention3
2020
2019
2018
2021
Performance
2021
Retention3
2020
2019
2021 T&T
Retention
2021
Performance
2021
Retention3
2020
2021
Performance
2021
Retention3
2020
2023
N/A
125,000
$7.18
2022
2023
2022
2021
2025
2023
2022
2023
2022
2021
2023
2022
2023
2022
2021
2023
2022
2023
2022
2023
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
62,500
$7.21
100,000
150,000
150,000
100,000
$1.67
$4.80
$2.49
$6.00
75,000
$2.67
37,500
$2.29
75,000
75,000
75,000
$1.67
$4.80
$2.49
75,000
$2.67
37,500
$2.29
75,000
75,000
75,000
$1.67
$4.80
$2.49
75,000
$2.67
37,500
$2.29
75,000
100,000
$1.67
$4.80
187,500
$3.50
2023
N/A
100,000
$2.67
2022
2023
2023
2022
2023
N/A
N/A
N/A
N/A
N/A
50,000
100,000
75,000
37,500
50,000
$2.29
$1.67
$2.67
$2.29
$1.67
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50%
-
50%
-
-
-
Max value yet
to vest
$
896,975
450,375
167,230
720,690
-
599,920
200,108
86,059
125,423
360,345
-
200,108
86,059
125,423
360,345
-
200,108
86,059
125,423
480,460
656,063
133,405
114,745
83,615
200,108
86,059
83,615
1 Executives who became KMP during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
2 Executives who ceased as KMP during the year. Neale O’Connell ceased to be a KMP on 26 February 2021 after retiring as Global CFO. Maureen Brady ceased to
be a KMP on 30 October 2020 but remains employed by CTM as COO – North America.
3 FY21 Retention SARs vested on 1 July 2021.
63
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Contractual arrangements for Executive KMP
Each Executive KMP, including the Managing Director, has a formal contract, known as a service agreement.
Executive KMP
Contract duration
Notice period
by KMP
Notice period
by Group
Termination payment
Jamie Pherous
No fixed duration
6 months
6 months
Laura Ruffles
No fixed duration
24 weeks
24 weeks
Cale Bennett1
No fixed duration
12 weeks
12 weeks
Kevin O’Malley1
30 June 2023
3 months
Nil
Larry Lo
No fixed duration
6 months
6 months
Debbie Carling
No fixed duration
3 months
3 months
Greg McCarthy
No fixed duration
12 weeks
12 weeks
Combination of notice and payment
in lieu totaling no less than 6 months
Combination of notice and payment
in lieu totaling no less than 24 weeks
Combination of notice and payment
in lieu totaling no less than 12 weeks
Combination of notice and payment
in lieu totaling no less than 12 months
Combination of notice and payment
in lieu totaling no less than 6 months
Combination of notice and payment
in lieu totaling no less than 3 months
Combination of notice and payment
in lieu totaling no less than 12 weeks
1 Executives who became KMP during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O'Malley commenced as a KMP
on 1 November 2020.
Termination payments are assessed on a case-by-case basis and are capped at law. As is the case for all employees, the
employment of Executive KMP may be terminated immediately in the case of serious misconduct.
Non-executive Director Remuneration
Non-executive Directors receive a base fee and, where applicable, an additional fee in recognition of the higher workload
and extra responsibilities resulting from chairing Board Committees. The Chairman receives an all-inclusive fee as
Chairman of the Board and as a member of all Board Committees (including as Chairman of the Nomination Committee).
Board fees are not paid to Executive Directors and Executive KMP do not receive fees for directorships of any subsidiaries.
Fee Structure
As approved by shareholders at the 2019 Annual General Meeting, the maximum aggregate Non-executive Directors’
fee pool is $950,000 per annum, of which the Group utilised $515,593 in FY21 (FY20: $632,421). Fees paid to Non-executive
Directors are set out in the table below and are inclusive of superannuation. Fees are reviewed annually by the Board.
Chair
Member
Board
$242,500
$122,500
Audit & Risk
Committee
Remuneration &
Sustainability
Committee
Nomination
Committee
$22,500
$22,500
-
-
-
-
There were no increases to Board or Committee fees in FY21. In FY21, non-executive Director fees were temporarily reduced
by an equivalent 33% from 1 July 2020 – 31 July 2020, having been reduced from 1 April 2020.
Non-executive Directors do not receive incentive payments, nor are they entitled to participate in any Group employee
equity plans. They receive no non-monetary benefits and do not participate in any retirement benefit scheme, other than
statutory superannuation contributions, where applicable. Non-executive Directors are reimbursed for expenses properly
incurred in performing their duties as a Director of the Group. This policy is consistent with Non-Executive Directors being
responsible for objective and independent oversight of the Group.
64
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Statutory KMP Remuneration
Name
Year
$
$
Cash
salary and
fees
Non-cash
benefits1
Superan-
nuation
Short
term
incentive
Equity
incentive3
$
$
$
Leave2
$
Perfor-
mance
Related
%
Total
$
Fixed Remuneration
Variable remuneration
Non-Executive
Directors
Ewen Crouch AM
Sophie Mitchell
Jon Brett
Stephen Lonie
Greg Moynihan
Admiral Robert
Natter6
Sub-Total
Non-Executive
Directors
Executive
Directors
Jamie Pherous
Laura Ruffles
Sub-Total
Executive
Directors
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
229,961
211,662
128,218
95,205
128,218
40,178
-
39,346
-
94,273
-
115,587
486,397
FY20
596,251
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
460,955
441,164
682,498
8,342
8,983
9,426
1,913
(35,140)
41,045
653,171
10,104
(49,529)
FY21
FY20
FY21
FY20
FY21
1,143,453
17,768
42,958
43,388
FY20
1,094,335
19,087
(84,669)
42,006
4,834
10,615
12,181
9,044
12,181
3,817
-
3,738
-
8,956
-
-
29,196
36,170
21,694
21,003
21,694
21,003
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
234,795
222,277
140,399
104,249
140,399
43,995
-
43,084
-
103,229
-
115,587
515,593
632,421
492,904
436,010
866,592
1,621,255
(489,498)
145,252
866,592
2,114,159
(489,498)
581,261
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
0%
0%
53%
0%
1 Non-cash benefits represent the cost to the Group of providing parking and in the US, health and communications benefits.
2 Leave represents the movement in the annual leave and long service leave provision balances. The accounting value may be negative, for example, where a
KMP leave balance decreases as a result of taking more leave than the leave entitlement accrued during the year.
3 For accounting purposes, equity incentives are calculated at fair value on grant date and expensed over the performance period, in accordance with AASB 2
Share Based Payments. The accounting value may be negative where SARs are forfeited, resulting in amounts expensed in prior years being reversed. There
can also be a reversal of amounts expensed where there is a reduction in the probability of performance conditions being met.
4 KMP who ceased to be a KMP during FY21. Neale O’Connell ceased to be a KMP on 26 February 2021 after retiring as Global CFO. Mr O’Connell’s services were
retained after his retirement under a consultancy agreement which ended on 30 June 2021, during which period he was paid $30,800 for his consultancy
services. Maureen Brady ceased to be a KMP on 30 October 2020 but remains employed by CTM as COO – North America.
5 Commenced as KMP during FY21. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
6 Payments made to Admiral Robert Natter, Larry Lo, Debbie Carling, Kevin O’Malley, Maureen Brady, Stephen Fleming and Chris Thelen are in local currency and
converted at average exchange rates.
65
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Fixed Remuneration
Variable remuneration
Cash
salary and
fees
Non-cash
benefits1
Name
Year
$
$
Other Key Management Personnel (Group)
Superan-
nuation
Short
term
incentive
Equity
incentive3
$
$
$
Perfor-
mance
Related
%
Total
$
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
FY21
FY20
297,879
401,007
128,067
-
548,960
524,646
343,213
333,635
385,761
305,309
6,012
8,817
2,500
-
-
-
-
-
-
384,661
17,803
-
103,204
109,166
-
14,070
-
-
-
3,494
-
-
-
530,931
5,860
Leave2
$
(5,424)
16,499
5,906
-
16,250
(8,517)
15,127
636
9,922
(8,463)
13,512
-
13,660
-
-
17,071
21,003
7,093
-
3,106
3,436
10,503
10,353
21,694
21,003
-
-
-
-
-
3,968
1,338
-
-
-
-
FY21
2,191,745
26,315
68,953
59,467
FY20
2,218,764
18,171
4,123
57,133
FY21
3,821,595
44,083
111,911
132,051
FY20
3,909,350
37,258
(80,546)
135,309
Neale O’Connell4
Cale Bennett5
Larry Lo6
Debbie Carling6
Greg McCarthy
Kevin O’Malley5, 6
Maureen Brady4, 6
Stephen Fleming6
Chris Thelen6
Sub-Total
Other Key
Management
Personnel
Total
34%
0%
47%
-
24%
0%
33%
0%
30%
0%
38%
-
0%
0%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
164,698
480,236
-
447,326
127,050
270,616
-
178,913
(244,749)
178,913
(244,749)
-
747,229
274,816
547,756
99,875
178,913
596,290
(160,153)
157,696
260,909
676,885
-
-
-
-
5,176
-
-
116,864
112,660
-
24,552
-
(244,749)
292,042
1,089,396
3,435,876
(889,224)
1,408,967
1,955,988
6,065,628
(1,378,722)
2,622,649
1 Non-cash benefits represent the cost to the Group of providing parking and in the US, health and communications benefits.
2 Leave represents the movement in the annual leave and long service leave provision balances. The accounting value may be negative, for example, where a
KMP leave balance decreases as a result of taking more leave than the leave entitlement accrued during the year.
3 For accounting purposes, equity incentives are calculated at fair value on grant date and expensed over the performance period, in accordance with AASB 2
Share Based Payments. The accounting value may be negative where SARs are forfeited, resulting in amounts expensed in prior years being reversed. There
can also be a reversal of amounts expensed where there is a reduction in the probability of performance conditions being met.
4 KMP who ceased to be a KMP during FY21. Neale O’Connell ceased to be a KMP on 26 February 2021 after retiring as Global CFO. Mr O’Connell’s services were
retained after his retirement under a consultancy agreement which ended on 30 June 2021, during which period he was paid $30,800 for his consultancy
services. Maureen Brady ceased to be a KMP on 30 October 2020 but remains employed by CTM as COO – North America.
5 Commenced as KMP during FY21. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
6 Payments made to Admiral Robert Natter, Larry Lo, Debbie Carling, Kevin O’Malley, Maureen Brady, Stephen Fleming and Chris Thelen are in local currency and
converted at average exchange rates.
The table above is prepared in accordance with the Corporations Act 2001 requirements. The amounts that appear under
the heading 'Equity incentive' represent the amounts expensed by the Group in accordance with the required Accounting
Standards in respect of current and past incentive allocations of share appreciation rights. These amounts are therefore
not amounts actually received by Executive KMP during the year. Whether Executive KMP receive any value from the
allocation of equity incentives in the future will depend on whether applicable performance conditions are met.
66
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Other information
Minimum Shareholding Guidelines for Non-executive Directors
To align the Non-executive Directors’ interest with the interests of shareholders, the Board has established guidelines to
encourage Non-executive Directors to progressively acquire and hold shares within three years of their appointment with
a value equal to 100% of base fees. Direct and indirect holdings count towards the minimum shareholding target.
Minimum Shareholding Guidelines for Executive KMP
Executive KMP are encouraged to progressively, through participation in the Group’s equity incentive program, acquire
and hold shares over a reasonable period from the date of their appointment. They are expected to hold a minimum
number of shares commensurate to their role and responsibilities. Direct and indirect holdings together with unvested
equity will count towards the minimum shareholding target.
Equity instruments held by Key Management Personnel
The tables below show the number of shares and share appreciation rights held by Non-executive Directors and Executive
KMP respectively at the beginning and end of the financial year.
Ordinary Shares
Balance as at
30 June 2020
Purchased
Disposed
Received on
vesting of
rights
Other
changes
during the
year
Balance
at 30 June
2021
Non-Executive Directors
Ewen Crouch AM
Jon Brett
Sophie Mitchell
Executive Directors
Jamie Pherous
Laura Ruffles
Other Key Management Personnel
Cale Bennett2
Kevin O’Malley2
Larry Lo
Debbie Carling
Greg McCarthy
Neale O’Connell3
Maureen Brady3
10,000
1,000
22,122
2,482
249
5,490
-
-
-
21,266,893
67,410
(1,500,000)
237,531
N/A
N/A
161,632
38,578
97,627
10,172
0
-
-
102,429
10,000
-
29,072
3,263
-
(187,531)
-
-
(50,000)
(5,000)
(37,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,482
1,249
27,612
(594,303)1
19,240,000
-
-
-
-
-
-
-
-
50,000
-
102,429
121,632
33,578
89,699
N/A
N/A
1
Jamie Pherous was a director and 25% shareholder of Shamiz Pty Ltd and therefore had a relevant interest in the CTM ordinary shares held by Shamiz Pty Ltd,
as trustee of the Sami Superannuation Fund. On 24 November 2020, Jamie Pherous disposed of his 25% shareholding interest in Shamiz Pty Ltd and ceased to
be a shareholder (and director) of Shamiz Pty Ltd and therefore ceased to have a relevant interest in the CTM ordinary shares held by Shamiz Pty Ltd, as trustee
of the Sami Superannuation Fund.
2 Commenced as KMP during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a KMP on 1 November 2020.
3 Ceased as KMP during the year. Neale O’Connell ceased as a KMP on 26 February 2021 after retiring as Global CFO. Maureen Brady ceased as a KMP on 30
October 2020 but remains employed by CTM as COO – North America.
67
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Remuneration Report Continued
Share Appreciation Rights
Balance as at
30 June 2020
Awarded
during
the year
Vested
during
the year3
Forfeited
during
the year
Other
changes
during
the year
Balance
at 30 June
2021
Executive Directors
Jamie Pherous
Laura Ruffles
Other Key Management Personnel
Cale Bennett1
Larry Lo
Debbie Carling
Greg McCarthy
Kevin O’Malley1
Neale O’Connell2
Maureen Brady2
-
-
400,000
187,500
N/A
100,000
225,000
225,000
175,000
N/A
100,000
50,000
112,500
112,500
112,500
187,500
150,000
112,500
-
-
-
-
-
-
-
-
-
-
(150,000)
-
-
-
85,000
(75,000)
(75,000)
-
-
(100,000)
-
-
-
-
-
-
-
-
437,500
185,000
262,500
262,500
287,500
187.500
N/A
N/A
1
2
3
Commenced as KMP during the year. Cale Bennett commenced as a KMP on 1 March 2021. Kevin O’Malley commenced as a MKP on 1 November 2020. Other
changes represent SARs held at the time of commencing as KMP.
Ceased as KMP during the year. Neale O’Connell ceased as a KMP on 26 February 2021 after retiring as Global CFO. Maureen Brady ceased as a KMP on 30
October 2020 but remains employed by CTM as COO – North America.
FY21 Retention SARs vested on 1 July 2021
Securities Trading Policy
The Group’s Securities Trading Policy prohibits employees
from dealing in CTM securities while in possession of
material non-public information relevant to CTM. It also
prohibits entry into transactions in associated products
that limit the economic risk of participating in unvested
entitlements under equity-based remuneration schemes.
Shares under option
There are currently no unissued ordinary shares of CTM
under option. No share options were granted as equity
compensation benefits during the financial year (FY20: nil).
Loans to KMP
There have been no loans granted to Non-executive
Directors and Executive KMP of the Company or their
related entities (FY20: nil).
Other transactions and balances with key
management personnel
Contingent consideration of $700,000 in relation to the
acquisition of SCT Travel Group Pty Ltd was earned during
the financial year and will be paid to Greg McCarthy in FY22.
In the normal course of business, the Group may enter
into transactions with various entities that have Directors
in common with CTM. Transactions with these entities are
made on commercial arm’s length terms and conditions.
The relevant Directors do not participate in any decisions
regarding these transactions.
Non-executive Directors and Executive KMP can
acquire travel and event management services from
the Group. All transactions are made on normal
commercial terms and conditions and at market rates.
There are no amounts outstanding in relation to these
transactions at 30 June 2021.
68
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Insurance of officers and indemnities
Non-Audit Services
PwC provided $359,320 of non-audit services during the
year ended 30 June 2021, comprising:
― Tax compliance services - $117,418
― Tax advisory services - $227,402
― Other advisory services - $14,500
The Directors are satisfied that the provision of these
non-audit services is compatible with the general
standard of independence for auditors in accordance
with the Corporations Act 2001 (Cth). The nature, value
and scope of each type of non-audit service provided is
considered by the Directors not to have compromised
auditor independence.
Auditor’s Independence Declaration
The Auditor’s Independence Declaration for the year
ended 30 June 2021 has been received from PwC. This is
set out at page 70 of the Directors’ Report.
Rounding of amounts
Amounts in the Directors’ Report are presented in
Australian dollars (unless otherwise indicated) with
values rounded to the nearest thousand dollars, or in
certain cases, the nearest dollar, in accordance with
the Australian Securities and Investments Commission
Corporations (Rounding in Financial/Directors’ Reports)
instrument 2016/191.
This Report is made in accordance with a resolution of the
Directors and is signed for and on behalf of the Board.
Mr Ewen Crouch AM
Chairman
Mr Jamie Pherous
Managing Director
18 August 2021
Brisbane
The Company has entered into directors’ and officers’
insurance policies and paid an insurance premium in
respect of the insurance policies, to the extent permitted
by the Corporations Act 2001 (Cth). The insurance policies
cover former Directors of the Company along with the
current Directors of the Company. Executive officers
and employees of the Company and its related bodies
corporate are also covered.
In accordance with Rule 24 of its Constitution, the
Company, to the maximum extent permitted by law,
must indemnify any current or former Director or
Company Secretary and current or former executive
officers of the Company or any of its related bodies
corporate, against all liabilities incurred in those
capacities. For the year ended 30 June 2021, no amounts
have been paid pursuant to indemnities (FY20: nil).
A Deed of Indemnity, Access and Insurance is in place
between the Company and Directors, the Company
Secretary and some other current and former executives.
The deed indemnifies those persons, to the extent
permitted by law, against liabilities, including costs and
expenses, incurred as a result of acting in their capacity as
officers of the Company or its related bodies corporate.
The Company’s Constitution also allows the Company
to pay insurance premiums for contracts insuring the
officers of the Company in relation to any such liabilities
and legal costs. The Directors have not included details
of the nature of the liabilities covered or the amount of
the premium paid in respect of the directors’ and officers’
liability insurance contract, as, in accordance with normal
commercial practice, such disclosure is prohibited under
the terms of the contract.
Indemnification of auditors
To the extent permitted by law, the Company has agreed
to indemnify its auditors, PwC, as part of the terms of its
audit engagement agreement against claims by third
parties arising from the audit. No payment has been
made to PwC during or since the end of the financial year
in respect of this indemnification.
Proceedings on behalf of the Company
No person has applied to the Court under section 237
of the Corporations Act for leave to bring proceedings
on behalf of the Company, or to intervene in any
proceedings to which the Company is a party, for
the purpose of taking responsibility on behalf of the
Company for all or part of those proceedings.
No proceedings have been brought or intervened in on
behalf of the Company with the lease of the Court under
section 237 of the Corporations Act.
69
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT ANNUAL REPORT 2021 Auditor’s Independence Declaration
As lead auditor for the audit of Corporate Travel Management Limited for the year ended
30 June 2021, 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 Corporate Travel Management Limited and the entities it controlled
during the period.
Michael Crowe
Partner
PricewaterhouseCoopers
Brisbane
18 August 2021
PricewaterhouseCoopers, ABN 52 780 433 757
480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001
T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
70
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT
Consolidated
Financial Statements
71
ANNUAL REPORT 2021 Consolidated
Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report to the Members of Corporate Travel Management Limited
Shareholder Information
General information
73
74
75
76
77
134
135
142
Corporate Travel Management Limited is a listed public company limited by shares, incorporated and
domiciled in Australia. Its registered office and principal place of business is:
Level 24,
307 Queen Street
Brisbane
Queensland 4000
72
CORPORATE TRAVEL MANAGEMENT
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
For the year ended 30 June 2021
Revenue
Other Income
Total revenue and other income
Operating Expenses
Employee benefits
Information technology and telecommunications
Occupancy
Travel and entertainment
Cost of goods sold
Administrative and general
Depreciation and amortisation
Impairment
Total operating expenses
Operating loss
Finance costs
Loss before income tax benefit from continuing operations
Income tax benefit
Loss after income tax benefit from continuing operations
Loss after income tax benefit from discontinued operations
Loss after income tax (expense)/benefit for the year
Other comprehensive income/(loss)
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive income/(loss) for the year
Loss for the year is attributable to:
Non-controlling interest
Ordinary Equity Holders of Corporate Travel Management Limited
Total comprehensive loss for the year is attributable to:
Continuing operations
Discontinued operations
Non-controlling interest
Continuing operations
Discontinued operations
Ordinary Equity Holders of Corporate Travel Management Limited
Note
4
5
2021
$'000
174,046
26,406
2020
$'000
316,364
33,541
200,452
349,905
10, 16, 26
10, 16
18
8
29
24
(164,855)
(29,220)
(3,820)
(501)
(8,176)
(24,098)
(40,857)
(1,261)
(213,987)
(36,377)
(4,863)
(3,758)
-
(26,898)
(42,512)
(23,643)
(272,788)
(352,038)
(72,336)
(3,267)
(75,603)
19,018
(56,585)
(1,176)
(57,761)
(2,133)
(9,620)
(11,753)
1,129
(10,624)
-
(10,624)
(28,400)
6,330
(28,400)
(86,161)
6,330
(4,294)
(2,410)
(55,351)
(57,761)
(2,439)
(8,185)
(10,624)
(3,856)
-
(3,856)
(81,129)
(1,176)
(82,305)
(86,161)
(1,851)
-
(1,851)
(2,443)
-
(2,443)
(4,294)
Cents
Cents
Earnings per share for loss attributable to the ordinary equity holders
of Corporate Travel Management Limited
Basic earnings per share
Diluted earnings per share
6
6
(43.0)
(43.0)
(7.5)
(7.5)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
73
ANNUAL REPORT 2021
Consolidated Statement
of Financial Position
As at 30 June 2021
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Income tax receivable
Other assets
Total current assets
Non-current assets
Trade and other receivables
Investments accounted for using the equity method
Financial assets at fair value through profit or loss
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Provisions
Total current liabilities
Non-current liabilities
Trade and other payables
Borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Equity attributable to the equity holders of Corporate Travel Management Limited
Non-controlling interests - equity
Total equity
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
74
Note
2021
$'000
2020
$'000
11
12
13
12
14
15
26
16
10
8
17
18
19
21
17
18
19
8
21
22
23
24
29
99,018
175,428
884
9,541
5,803
92,843
64,535
-
11,657
4,787
290,674
173,822
398
2,849
4,423
11,155
40,526
756,918
28,805
-
-
-
12,091
46,828
524,458
6,318
845,074
589,695
1,135,748
763,517
204,745
100,499
-
9,193
18,155
-
8,672
33,826
232,093
142,997
9,998
-
37,188
1,400
3,612
52,198
522
-
44,423
12,095
5,393
62,433
284,291
205,430
851,457
558,087
744,581
3,484
87,994
836,059
15,398
375,314
20,174
143,345
538,833
19,254
851,457
558,087
CORPORATE TRAVEL MANAGEMENT Consolidated Statement
of Changes in Equity
For the year ended 30 June 2021
Balance at 1 July 2019
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Contributed
equity
$'000
364,368
-
-
-
Reserves
$'000
27,001
-
5,742
Retained
earnings
$'000
175,483
Non-
controlling
interests
$'000
23,608
Total equity
$'000
590,460
(8,185)
(2,439)
(10,624)
-
588
6,330
5,742
(8,185)
(1,851)
(4,294)
Transactions with ordinary equity holders in their
capacity as ordinary equity holders:
Contributions of equity, net of transaction costs (note 22)
10,946
Share-based payments (note 28)
Dividends paid (note 7)
-
-
-
(12,569)
-
-
-
-
10,946
(12,569)
-
(23,953)
(2,503)
(26,456)
Balance at 30 June 2020
375,314
20,174
143,345
19,254
558,087
Contributed
equity
$'000
375,314
Reserves
$'000
20,174
Retained
earnings
$'000
143,345
Non-
controlling
interests
$'000
19,254
(2,410)
(1,446)
Total equity
$'000
558,087
(57,761)
(28,400)
-
(55,351)
(26,954)
-
-
-
-
(26,954)
(55,351)
(3,856)
(86,161)
Balance at 1 July 2020
Loss after income tax benefit for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with ordinary equity holders in their
capacity as ordinary equity holders:
Contributions of equity, net of transaction costs (note 22)
369,267
-
Share-based payments (note 28)
-
10,264
-
-
-
-
369,267
10,264
Balance at 30 June 2021
744,581
3,484
87,994
15,398
851,457
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
75
ANNUAL REPORT 2021 Consolidated Statement
of Cash Flows
For the year ended 30 June 2021
Cash flows from operating activities
Receipts from customers (inclusive of consumption tax)
Payments to suppliers and employees (inclusive of consumption tax)
Transaction costs relating to acquisitions
Interest received
Finance costs
Income taxes received/(paid)
Note
2021
$'000
2020
$'000
114,285
630,031
(170,294)
(525,483)
(7,153)
82
(3,258)
5,982
(70)
261
(4,338)
(21,152)
Net cash from/(used in) operating activities
11
(60,356)
79,249
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Proceeds from sale of property, plant and equipment
Payments of contingent/deferred consideration relating to acquisitions
Payments relating to purchase of controlled entities, net of cash acquired
Proceeds from sale of subsidiary
Payments relating to financial assets
Net cash (used) in investing activities
Cash flows from financing activities
Proceeds from issue of new shares
Share issue transaction costs
Proceeds from borrowings
Repayments of borrowings
Release of secured deposits
Dividends paid to company’s shareholders
Dividends paid to non-controlling interests in subsidiaries
Principal elements of lease payments
Net cash from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
26
10
9
9
22
7
(802)
(14,545)
125
-
(2,637)
(19,588)
3
(700)
(276,147)
(22,763)
2,867
(886)
-
-
(289,388)
(45,685)
379,830
(11,115)
-
(10)
-
-
206,581
(252,985)
(317)
6,014
-
-
(9,315)
(23,953)
(2,503)
(7,745)
359,083
(74,601)
9,339
92,843
(3,164)
(41,037)
138,791
(4,911)
Cash and cash equivalents at the end of the financial year
99,018
92,843
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes
76
CORPORATE TRAVEL MANAGEMENT
Note 1. Basis of preparation
Note 2. Critical accounting judgements, estimates and assumptions
Note 3. Segment reporting
Note 4. Revenue
Note 5. Other income
Note 6. Earnings per share
Note 7. Dividends paid and proposed
Note 8.
Income tax benefit
Note 9. Business combinations
Note 10. Intangible assets
Note 11. Cash and cash equivalents
Note 12. Trade and other receivables
Note 13. Inventory
Note 14. Investments accounted for using the equity method
Note 15. Financial assets at fair value through profit or loss
Note 16. Right-of-use assets
Note 17. Trade and other payables
Note 18. Borrowings
Note 19. Lease liabilities
Note 20. Financial risk management
Note 21. Provisions
Note 22. Contributed equity
Note 23. Reserves
Note 24. Retained earnings
Note 25. Impairment testing of goodwill
Note 26. Property, plant and equipment
Note 27. Fair value measurement
Note 28. Share-based payments
Note 29. Interest in other entities
Note 30. Related party transactions
Note 31. Parent entity information
Note 32. Deed of cross guarantee
Note 33. Auditors’ remuneration
Note 34. Summary of significant accounting policies
Note 35. Events after the reporting period
78
79
80
82
84
85
86
87
91
94
96
97
98
99
100
101
102
103
104
105
109
111
112
113
114
116
118
119
122
125
126
128
130
131
133
77
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 1. Basis of preparation
(a) Basis of consolidation
(iii) Foreign operations
The results and financial position of all the foreign
operations that have functional currencies different
to the presentation currencies are translated into the
presentation currency as follows:
― Assets and liabilities for each Consolidated Statement
of Financial Position item presented are translated at
the closing rate at the date of that statement;
― Income and expenses for each profit and loss item
in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income are translated at
average exchange rates; and
― All resulting exchange differences are recognised as a
separate component of equity.
Exchange differences arising from the translation
of any net investment in foreign operations and of
borrowings and other financial instruments designated
as hedges of such investments are recognised in other
comprehensive income. When a foreign operation is sold
or any borrowings forming part of the net investment are
repaid, a proportionate share of such exchange differences
is recognised in the profit and loss in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the
acquisition of foreign operations are treated as the
foreign operations’ assets and liabilities and translated
at the closing rate.
The consolidated financial statements comprise the
financial statements of Corporate Travel Management
Limited and its controlled entities (“CTM” or “the Group”).
Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has right to, variable returns from its
involvement with the entity and has ability to affect
those returns through its power to direct the activities
of the entity.
The financial statements of subsidiaries are prepared for
the same reporting period as the parent company, using
consistent accounting policies. For subsidiaries acquired
within the current financial year, financial statements will
be prepared from the date control is transferred to the
Group through to the end of the current reporting period.
Adjustments are made to bring into line any dissimilar
accounting policies that may exist.
In preparing the consolidated financial statements, all
intercompany balances and transactions, income and
expenses and profit and losses resulting from intra-Group
transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and deconsolidated
from the date that control ceases.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in each of the Group entities’ financial
statements 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 Australian dollars,
which is the Group’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into
the functional currency using the exchange rates
prevailing at the transaction dates. Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the
profit and loss in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income, except when
deferred in equity as qualifying cash flow hedges and
qualifying net investment hedges.
Translation differences on non-monetary financial
assets and liabilities, such as equities held at fair value
through profit or loss, are recognised in profit or loss in
the Consolidated Statement of Profit or Loss and Other
Comprehensive Income as part of the fair value gain or loss.
78
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 2. Critical accounting judgements, estimates and assumptions
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 considered to
be reasonable under the circumstances.
In the process of applying the Group’s accounting policies,
management is required to exercise judgement. Those
judgements involving estimations that may have an effect
on the amounts recognised in the financial statements.
The Group makes estimates, assumptions and
judgements concerning the future. The resulting
accounting estimates will, by definition, seldom equal
the related actual results. The judgements, estimates
and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed
in this report, as follows:
― Value of intangible assets relating to acquisitions:
― Refer note 9 'Business combinations'.
― Refer note 10 'Intangible assets'.
― Software developed or acquired not as part of a
business combination:
― Refer note 10 'Intangible assets'.
― Impairment testing of goodwill:
― Refer note 25 'Impairment testing of goodwill'.
― Expected credit losses:
― Refer note 20 'Financial risk management'.
― Provisions:
― Refer note 21 'Provisions'.
― Share based payments:
― Refer note 28 'Share-based payments'.
― Value of investments:
― Refer note 9 'Business combinations'.
― Refer note 14 'Investments accounted for using the
equity method'.
― Refer note 15 'Financial assets at fair value through
profit or loss'.
― The recognition and recoverability of a net deferred tax
asset relating to income tax losses:
― Refer note 8 'Income tax'.
Judgements and estimates as a result of the
Coronavirus (COVID-19) pandemic
The impact of COVID-19 is expected to last for several
years, necessitating additional judgements and
estimates which involve assumptions. Key judgements
require an assessment of forecast performance of the
Group and its businesses, and, at the time of this report,
those assessments have inherent uncertainty.
These judgements were made based on the best available
information to date regarding the circumstances existing
at 30 June 2021 including key assumptions as set out
above. Evidence since the reporting date to the date
of these financial statements has been evaluated, and
adjustments made where required. The assumptions
made should not be taken to indicate the outcome of
future Group decisions. Should actual performance differ
significantly from the assumptions outlined, there may be
material changes to the carrying value of the assets and
liabilities in future reporting periods.
Consideration of liquidity risk
The impact of COVID-19 has had a negative impact
on the Group's operational and financial position. In
response, the Group has agreed a waiver of financial
covenants with its lenders for the testing periods
through until 31 December 2021. Covenant testing for
the period ending 31 December 2021 will be based on
1H22 performance.
To the extent the Group’s operational or financial
position deteriorates further, there is no guarantee
that it will be able to obtain further relief from covenant
testing in the future. In such circumstances, the Group's
banks may require loans to be repaid immediately,
which may have an adverse effect on the Group’s future
financial performance.
However, CTM’s modelling indicates that, as a result of the
actions it has taken to date and notwithstanding ongoing
uncertainties, its strong balance sheet, including significant
cash holdings and no debt, coupled with the continued
activity of its clients and the market, ensures that it has the
capacity to continue through the challenges caused by the
impacts of the COVID-19 pandemic.
Refer to Note 20(c) for further information in relation
to Liquidity risk.
79
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 3. Segment reporting
(a) Description of segments
The operating segments are based on the reports reviewed by the Chief Operating Decision Makers ('CODMs') who assess
performance and determine resource allocation.
The CODMs are the Managing Director Jamie Pherous (MD), Global Chief Financial Officer Cale Bennett (CFO) and Global
Chief Operating Officer Laura Ruffles (COO).
The CODMs consider, organise and manage the business from a geographic perspective. The CODMs have identified four
operating Travel and related service segments being Australia and New Zealand, North America, Asia, and Europe. There
are currently no non-reportable segments.
(b) Segment information provided to the Chief Operating Decision Makers
The CODMs assess the performance of the operating segments based on a measure of underlying EBITDA. This
measurement basis excludes the effects of the costs of acquisitions, acquisition related adjustments, and other non-
recurring items during the year.
The segment information provided to the CODMs for the reportable segments for the year ended 30 June 2021 is as follows:
June 2021
Total revenue from external parties
Other income
Total revenue and other income
Underlying EBITDA
Total segment assets
Total segment liabilities
June 2020
Total revenue from external parties
Other income
Total revenue and other income
Underlying EBITDA
Total segment assets
Total segment liabilities
Australia and
New Zealand
$’000
North
America
$’000
Asia
$’000
Europe
$’000
Other*
$’000
Total
$’000
34,619
7,399
42,018
7,745
122,027
44,308
92,691
3,331
96,022
(10,724)
536,324
76,234
Australia and
New Zealand
$’000
North
America
$’000
77,946
3,399
81,345
32,780
110,173
41,585
113,623
20,663
134,286
14,740
281,071
44,642
8,506
10,380
18,886
(5,355)
147,721
38,428
Asia
$’000
49,994
3,196
53,190
6,842
152,988
81,037
38,230
3,767
41,997
10,119
307,345
123,000
-
1,529
1,529
(9,034)
22,331
2,321
174,046
26,406
200,452
(7,249)
1,135,748
284,291
Europe
$’000
Other*
$’000
Total
$’000
74,801
3,022
77,823
26,745
185,488
36,306
-
3,261
3,261
(6,708)
33,797
1,860
316,364
33,541
349,905
74,399
763,517
205,430
* The other segment represents the Group’s support service, created to support the operating segments and growth of the global business.
80
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 3. Segment reporting continued
(c) Other segment information
Underlying EBITDA
The reconciliation of underlying Statutory EBITDA to underlying and statutory loss before income tax is provided as follows:
Underlying EBITDA to Statutory EBITDA reconciliation
Underlying EBITDA
Discontinued operations
Comprehensive underlying EBITDA
EBITDA non-recurring items
Acquisition costs
Integration costs
Gain on sale of DVI
US legal settlement
Other
COVID-19 impacts
Bad and doubtful debts
Redundancy costs
Contingent consideration adjustment
Total EBITDA non-recurring items
2021
$'000
(7,249)
(755)
(8,004)
(7,153)
(11,471)
970
0
(2,876)
(1,199)
(1,322)
0
(23,051)
2020
$'000
74,399
0
74,399
0
0
0
(3,138)
(518)
(13,034)
(15,056)
21,108
(10,638)
Statutory EBITDA
(31,055)
63,761
Underlying EBITDA to underlying and statutory loss before tax
Underlying EBITDA
Interest revenue
Finance costs
Interest on lease liabilities
Depreciation - Property, plant and equipment
Depreciation - Right-of-use assets
Amortisation - Intangibles
Impairment - Intangibles
Underlying loss before income tax benefit from continuing operations
PBT non-recurring items
Total EBITDA non-recurring items
Right-of-use assets - impairment (integration costs)
Amortisation - intangibles
Impairment - software WIP
Impairment - goodwill
COVID-19 impacts
Borrowing cost acceleration
Total PBT non-recurring items
Amortisation - client contracts and relationships
Loss before income tax benefit from continuing operations
Accounting policy
(7,249)
82
(1,728)
(1,539)
(4,720)
(9,384)
(18,711)
(358)
(43,607)
(23,051)
(903)
0
0
0
0
(23,954)
(8,042)
(75,603)
74,399
261
(4,328)
(1,813)
(3,841)
(9,257)
(14,062)
(2,128)
39,231
(10,638)
0
(9,075)
(1,361)
(20,154)
(3,479)
(44,707)
(6,277)
(11,753)
AASB 8 Operating Segments requires a ‘management approach’, under which segment information is presented on the
same basis as that used for internal reporting purposes.
Operating segments are reported in a manner that is consistent with the internal reporting provided to the Chief
Operating Decision Makers. The CODMs have been identified as a group of executives, which is the committee that makes
strategic decisions. Goodwill is allocated by management to groups of cash-generating units on a segment level.
81
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 4. Revenue
(a) Disaggregation of revenue from contracts with customers
2021
Australia and
New Zealand
$’000
North
America
$’000
Transactional revenue
31,033
72,006
Volume based incentive revenue
Revenue from sale of inventory
Licensing revenue
Other revenue
617
-
2,474
495
5,992
10,339
4,326
28
Asia
$’000
8,269
207
-
-
30
Europe
$’000
Other
$’000
36,452
608
-
1,169
1
67,731
5,837
-
1,233
-
Total
$’000
147,760
7,424
10,339
7,969
554
174,046
Total
$’000
276,641
37,754
-
1,233
736
316,364
-
-
-
-
-
-
-
-
-
-
-
-
Total revenue from external parties
34,619
92,691
8,506
38,230
2020
Transactional revenue
Volume based incentive revenue
Revenue from sale of inventory
Licensing revenue
Other revenue
Australia and
New Zealand
$’000
North
America
$’000
72,465
5,226
-
-
255
100,487
12,730
-
-
406
Asia
$’000
35,958
13,961
-
-
75
Europe
$’000
Other
$’000
Total revenue from external parties
77,946
113,623
49,994
74,801
(b) Assets related to contracts with customers
The Group has contract assets related to contracts with customers:
Contract assets
2021
$'000
2020
$'000
3,674
8,522
Contract assets represent only current balances for amounts outstanding from suppliers for volume based incentive revenue.
82
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 4. Revenue continued
Accounting policy
Transactional revenue
Transactional revenue is revenue derived from clients and
suppliers generated from the provision of travel services
to clients. The performance obligation is the facilitation of
travel related services on behalf of clients. Transactional
revenue is the fixed amount per client transaction and
is recognised at either the ticketed date of the travel
booking or on the date of travel, depending on the terms
of the contract.
Transactional revenue also includes Pay Direct
Commission, which is recognised when the performance
obligation has been satisfied and the amount of the
commission is highly probable, which is either upon
receipt from the supplier or when it is confirmed
commissionable by the supplier.
Volume based incentive revenue
Volume based incentive revenue is revenue derived
from contracts with suppliers. The revenue is variable
and is dependent upon the achievement of contractual
performance criteria specific to each supplier. Revenue is
recognised over time and is measured as the amount that
is deemed highly probable to be received, which has been
determined using the most likely amount method and
the Group’s experience with the contracts.
Revenue from sale of inventory
Revenue from sale of inventory is revenue derived from
the sale of gift cards for loyalty programs within the US
market. This revenue is recognised at the time the order is
dispatched to the customer.
Licensing Revenue
Licensing revenue is revenue derived from the right to use
CTM’s software and travel supply network. This revenue
is recognised over time in-line with the satisfaction of the
performance obligation, being the provision of access to
software and the travel supply network.
Other revenue
Other revenue is recognised when the transfer of the
promised goods or service to the customer has been
completed. Other revenue includes third party licensing
and development fees, interest revenue, rental income,
and other minor operating revenue.
83
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 5. Other income
Net foreign exchange gain
Government grants
Other
Other income
2021
$'000
2,169
18,401
5,836
2020
$'000
4,071
7,732
21,738
26,406
33,541
Income from Government grants as a result of the COVID-19 pandemic have been recognised in other income.
The Group has received government assistance for operations in Australia, New Zealand, Singapore, Hong Kong
and the United Kingdom. Regional assistance packages from which the Group benefited included JobKeeper
(Australia), Employer Wage Subsidy Scheme (New Zealand), Job Support Scheme (Singapore), Employment Support
Scheme (Hong Kong), and the Job Retention Scheme (United Kingdom). There are no unfulfilled conditions or other
contingencies attached to these grants. The Group did not benefit directly from any other forms of government
assistance. Government grant income is offset by the cost of retaining additional staff. In the Asia and Europe regions,
access to the grants was made possible by retaining staff.
'Other' predominately represents research and development tax incentives and the gain on sale of DVI. In FY20 the
'Other' amount predominately represented the non-cash contingent consideration liability reversed as a result of the
reassessment of earn-out provisions from acquisitions. Amounts are recognised where there is reduced probability of the
obligations having to be paid by the Group.
Accounting Policy
Government grants are recognised when there is reasonable assurance that the grant will be received and all
attaching conditions will be complied with. If conditions are attached to the grant which must be satisfied before
the Group is eligible to receive the contribution, the recognition of the grant as revenue will be deferred until those
conditions are satisfied.
84
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 6. Earnings per share
The following information reflects the income and share data used in the basic and diluted earnings per share computations:
Loss after income tax
Non-controlling interest
Loss after income tax attributable to the ordinary equity holders
of Corporate Travel Management Limited
Weighted average number of ordinary shares used as a denominator
in calculating basic earnings per share
Weighted average number of ordinary shares used as a denominator
in calculating diluted earnings per share
Accounting policy
Basic earnings per share
2021
$'000
2020
$'000
(57,761)
(10,624)
2,410
2,439
(55,351)
(8,185)
Number
Number
128,645,231
108,868,570
128,645,231
108,868,570
Basic earnings per share is calculated as net profit/(loss) attributable to owners of the Group, adjusted to exclude any
costs of servicing equity (other than dividends) divided by the weighted average number of ordinary shares, adjusted
for any bonus element.
Diluted earnings per share
Diluted earnings per share is calculated as net profit/(loss) attributable to owners of the Group, divided by the weighted
average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element, and adjusted for:
― Costs of servicing equity (other than dividends);
― The after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have
been recognised as expenses; and
― Other non-discretionary changes in revenues or expenses during the period that would result from
the conversion into potential ordinary shares.
85
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 7. Dividends paid and proposed
Ordinary shares
Final ordinary dividend for the prior financial year ended 30 June
Current period
2021
$'000
2020
$'000
-
23,953
There were no dividends paid, recommended or determined during, or for, the current reporting period.
Franking credit balance
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2020: 30%)
2021
$'000
-
2020
$'000
(813)
These 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 of receivables for income tax and dividends
after the end of the year.
Accounting policy
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the
discretion of the entity, on or before the end of the financial year but not distributed at balance dates. Provisions are
measured at the present value of management's best estimate of the expenditure required to settle the present
obligation at the end of the reporting period.
86
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 8. Income tax benefit
Current income tax
Current tax on profits for the year
Adjustments for current tax of prior periods
Deferred income tax
(Increase) in deferred tax assets
Increase/(decrease) in deferred tax liabilities
Income tax benefit
Income tax benefit is attributable to:
Loss from continuing operations
Loss from discontinued operations
Income tax benefit
Numerical reconciliation of income tax (benefit) to prima facie tax payable/(receivable)
Loss before income tax benefit from continuing operation
Loss before income tax benefit from discontinued operations
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible amounts
Other amounts
Adjustments for current tax of prior periods
Recognition of temporary differences previously not brought to account
Difference in overseas tax rates
Research and development tax credit
Utilisation of previously unrecognised tax losses
Income tax benefit
2021
$'000
(345)
531
(24,680)
5,444
(19,050)
2020
$'000
2,828
630
(1,350)
(3,237)
(1,129)
(19,018)
(32)
(1,129)
-
(19,050)
(1,129)
(75,603)
(11,753)
(1,208)
-
(76,811)
(11,753)
(23,043)
(3,526)
729
234
6,909
(5,727)
(22,080)
(2,344)
531
(921)
4,092
(669)
(3)
630
(177)
1,168
(22)
(384)
(19,050)
(1,129)
87
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 8. Income tax benefit continued
Deferred income tax
Deferred tax assets
The balance comprises temporary differences attributable to:
Provisions
Employee benefits (SARs)
Lease liabilities
Tax losses
Other
2021
$'000
2020
$'000
7,115
5,620
10,825
30,495
-
6,042
-
11,540
7,347
30
54,055
24,959
Set-off of deferred tax liabilities pursuant to set-off provisions
(25,250)
(18,641)
Net deferred tax assets
Deferred tax liabilities
The balance comprises temporary differences attributable to:
Depreciation and amortisation
Accrued income
Right-of-use assets
Other
28,805
6,318
2021
$'000
2020
$'000
17,345
281
9,122
(98)
26,650
15,800
1,383
10,070
3,483
30,736
Set-off of deferred tax assets pursuant to set-off provisions
(25,250)
(18,641)
Net deferred tax liabilities
1,400
12,095
88
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 8. Income tax benefit continued
Deferred income tax
Adjustment
on adoption
of AASB 16
At 1 July
(Restated)
At 1 July
(Charged)/
credited
in year via
P&L
(Charged)/
credited
in year via
equity
Acquisition
of
subsidiaries
Disposal of
subsidiaries
Change
in FX
rates
At 30
June
Deferred tax assets
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
6,042
-
11,540
7,347
30
650
791
(214)
23,483
(30)
553
90
4,829
-
-
-
-
-
-
-
(1)
-
(12)
(117)
-
(219)
7,115
-
5,620
(489)
10,825
(218)
30,495
-
-
24,959
24,680
5,382
90
(130)
(926)
54,055
2021
Provisions
Employee benefits
(SARs)
Lease liabilities
Tax losses
Other
2020
Provisions
Employee benefits
(SARs)
6,042
-
11,540
7,347
30
24,959
5,774
3,641
-
-
-
-
-
-
-
-
Deferred tax
liabilities
2021
At 1 July
$'000
Depreciation and
amortisation
15,800
Accrued income
1,383
Right-of-use assets
10,070
Other
2020
3,483
30,736
Depreciation and
amortisation
15,000
Accrued income
2,493
-
-
-
-
-
-
-
5,774
476
3
3,641
(1,699)
(1,942)
Lease liabilities
-
14,059
14,059
(1,943)
Tax losses
Other
1,180
30
-
-
1,180
30
4,516
-
10,625
14,059
24,684
1,350
-
1,941
-
2
-
-
-
-
-
-
-
-
-
-
-
-
(211)
6,042
-
-
(576)
11,540
(290)
7,347
-
30
(1,077)
24,959
Adjustment
on adoption
of AASB 16
At 1 July
(Restated)
(Charged)/
credited
in year via
P&L
(Charged)/
credited
in year via
equity
Acquisition
of
subsidiaries
Disposal of
subsidiaries
Change
in FX
rates
At 30
June
$'000
$'000
$'000
$'000
$'000
$'000
$'000
$'000
15,800
1,889
1,383
10,070
3,483
(887)
(511)
4,953
-
-
-
(8,534)
945
(136)
-
-
30,736
5,444
(8,534)
809
24
-
(5)
-
19
-
-
-
-
-
(1,313)
17,345
(79)
281
(432)
9,122
-
(98)
(1,824)
26,650
(111)
15,800
138
1,383
(509)
10,070
-
3,483
(482)
30,736
Right-of-use assets
-
12,840
12,840
Other
2,241
-
2,241
1,017
19,734
12,840
32,574
(3,237)
15,000
(745)
2,493
(1,248)
(2,261)
-
-
-
225
225
1,656
-
-
-
1,656
The Group has tax losses that arose in foreign subsidiaries of $14,754,000 (2020: $3,484,000) that are available for offsetting
against future taxable profits of the companies in which the losses arose. In most cases, the unused tax losses have no
expiry date. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset
taxable profits elsewhere in the Group and there is insufficient evidence to support recoverability in the near future. If the
Group were able to recognise all unrecognised deferred tax assets, the profit would increase by $3,210,000 (2020: $681,000).
89
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 8. Income tax benefit continued
Accounting policy
Tax consolidation
Corporate Travel Management Limited and its 100%
owned Australian resident subsidiaries have formed
a tax consolidated group with effect from 1 July 2008.
Corporate Travel Management Limited is the head
entity of the tax consolidated group. Members of the
Group have entered into a tax sharing agreement
in order to enable Corporate Travel Management
Limited to allocate income tax expense to the wholly
owned subsidiaries on a pro-rata basis. In addition, the
agreement provides for the allocation of income tax
liabilities amongst the entities should the head entity
default on its tax payment obligations.
Tax effect accounting by members of the tax
consolidated group
Members of the tax consolidated group have entered into
a tax funding agreement. The tax funding agreement
provides for the allocation of current taxes to members
of the tax consolidated group in accordance with their
accounting profit for the period, while deferred taxes are
allocated to members of the tax consolidated group in
accordance with the principles of AASB 112 Income Taxes.
Allocations under the tax funding agreement are made at
the end of each quarter.
The allocation of taxes under the tax funding agreement
is recognised as an increase/decrease in the subsidiaries’
inter-company accounts with the tax consolidated group
head company, Corporate Travel Management Limited.
The income tax expense (or benefit) for the period is the
tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction,
adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax
losses. The current income tax charge is calculated on the
basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the
Group’s subsidiaries and associates operate and generate
taxable income. It includes adjustments for tax expected
to be payable or recoverable in respect of previous periods.
Where the amount of tax payable or recoverable is
uncertain, management establishes provisions based on
either: the Group’s judgment of the most likely amount
of the liability or recovery or; where there is a range
of possible non-binary outcomes, the expected value
calculated under a probability weighted approach.
Deferred income tax is provided for in full, using the
liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying
amounts in the consolidated financial statements.
However, the deferred income tax is not accounted for if
it arises from initial recognition of an asset or liability in
a transaction other than a business combination that, at
the time of the transaction, affects neither accounting nor
taxable profit or loss. Deferred income tax is determined
90
using tax rates and laws that have been enacted, or
substantially enacted, by the end of the reporting period
and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax
liability is settled.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities and assets 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 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. Current tax assets and
tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax 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, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
Other taxes
Revenues, expenses and assets are recognised net of the
amount of consumption tax except:
― When the GST incurred on a purchase of goods
and services is not recoverable from the taxation
authority, in which case, the consumption tax is
recognised as part of the cost of acquisition of the
asset or as part of the expense item as applicable; and
― Receivables and payables, which are stated with the
amount of consumption tax included.
The net amount of consumption tax recoverable from,
or payable to, the taxation authority is included as
part of receivables or payables in the Consolidated
Statement of Financial Position. Cash flows are
included in the Consolidated Statement of Cash Flows
on a gross basis and the consumption tax component
of cash flows arising from investing and financing
activities, which is recoverable from, or payable to,
the taxation authority are classified as operating cash
flows. Commitments and contingencies are disclosed
net of the amount of consumption tax recoverable
from, or payable to, the taxation authority.
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 9. Business combinations
Tramada Holdings Pty Ltd
On 29 October 2020, the Group acquired 100% of the shares of Tramada Holdings Pty Ltd, a travel software provider
based in Sydney, Australia. The cost of the acquisition was $9,353,000. This was paid in cash. There is no earn-out
consideration payable.
There were no acquisition-related costs incurred for the Tramada acquisition.
Trade and other receivables approximate the gross contractual amounts receivable, of which all balances were expected to
be collectable at acquisition date.
The acquired business contributed revenues of $3,377,000 and a net profit after tax of $909,000 to the Group for the period
29 October 2020 to 30 June 2021. If the acquisition had occurred on 1 July 2020, the Group's consolidated revenue and net
loss after tax for the year ended 30 June 2021 would change from $174,046,000 to $175,658,000 and from $57,761,000 to
$57,459,000 respectively.
Travel and Transport, Inc
On 30 October 2020, the Group acquired 100% of the shares of Travel and Transport, Inc, a corporate travel management
company based in Omaha, USA. The cost of the acquisition was US$209,897,000 (AU$292,494,000), which was paid in cash.
There is no earn-out consideration payable.
Acquisition-related costs of $7,153,000 are included in administrative and general expenses in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income.
Trade and other receivables approximate the gross contractual amounts receivable, adjusted for any balances
expected to be uncollectable.
The acquired business contributed revenues of $55,584,000 and a net loss after tax of $27,467,000 to the Group for the
period 30 October 2020 to 30 June 2021. If the acquisition had occurred on 1 July 2020, the Group's consolidated revenue
and net loss after tax for the year ended 30 June 2021 would change from $174,046,000 to $201,237,000 and from
$57,761,000 to $65,688,000 respectively.
Fair value acquisition consideration and reconciliation to cash flow
Initial consideration
Working capital adjustment
Total acquisition date fair value consideration
Cash paid
less: cash balances acquired
Total outflow of cash - investing activities
Tramada
$'000
8,990
363
9,353
9,353
(95)
9,258
T&T
$’000
278,980
13,514
292,494
292,494
(25,605)
266,889
91
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 9. Business combinations continued
The fair values of the assets and liabilities of the acquired businesses, as at the date of acquisition, are as follows:
Current assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other assets
Non-current assets
Investments accounted for using the equity method
Financial assets held at fair value through profit or loss
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax asset
Current liabilities
Trade and other payables
Lease liabilities
Provisions
Non-current liabilties
Trade and other payables
Lease liabilities
Provisions
Net identifiable assets acquired
Goodwill on acquisition
Intangible assets - software
Intangible assets - client contracts and relationships
Intangible assets - brands
Deferred tax liability
Net assets acquired
Prior period business combinations
Tramada
$'000
95
686
-
414
-
-
279
-
89
182
(854)
-
(328)
-
-
-
563
1,207
7,155
688
451
(711)
T&T
$’000
25,605
13,128
1,177
4,450
3,193
3,748
5,323
15,079
7,513
8
(25,127)
(2,591)
(1,731)
(10,883)
(12,800)
(723)
25,369
231,005
-
32,500
3,818
(198)
9,353
292,494
During the year ended 30 June 2021, no contingent consideration relating to the achievement of performance conditions
in FY20 was paid for prior year business combinations.
Accounting policy
The purchase method of accounting is used to account for all business combinations regardless of whether equity
instruments or other assets are acquired. The consideration transferred is measured as the fair value of the assets acquired,
shares issued or liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed in the
period in which the costs are incurred.
Where equity instruments are issued in a business combination, the fair value of the instruments is their published market
price as at the date of exchange. Transaction costs arising on the issue of equity instruments are recognised directly
in equity. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent
consideration arrangement.
With limited exceptions, all identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. The excess of the consideration transferred,
amount of any non-controlling interest in the acquired entity, over the net fair value of the Group's share of the identifiable
net assets acquired is recognised as goodwill. If the consideration transferred for the acquisition is less than the Group's
share of the net fair value of the identifiable net assets of the subsidiary, the difference is recognised as a gain in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income, but only after a reassessment of the
identification and measurement of the net assets acquired.
92
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 9. Business combinations continued
Where settlement of any part of the cash consideration is deferred, the amounts payable in the future are discounted to their
present value, as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at
which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified as a financial liability at acquisition. Amounts classified as a financial liability
are subsequently remeasured to fair value, with changes in fair value recognised in other income or other expenses,
and interest expense resulting from discounting is recognised within finance costs in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income. Any subsequent adjustment to the final contingent consideration,
based on actual results as at 30 June 2021, has been reflected in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
The Group recognises any non-controlling interest, in the acquired entity on an acquisition-by-acquisition basis either at
fair value or at the noncontrolling interests’ proportionate share of the acquired entity’s net identifiable assets.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income, Consolidated Statement of Financial Position and Consolidated
Statement of Changes in Equity.
Critical estimates, assumptions and judgements
Value of intangible assets relating to acquisitions
The Group has allocated portions of the cost of acquisitions to client contracts and relationships, software and other
intangibles. Client contracts and relationships were valued using the multi-period excess earnings method. These
calculations require the use of assumptions including future customer retention rates and cash flows.
Acquired software has been valued using the cost to re-create method. These calculations require the use of assumptions
including the period of time it would take to rebuild the software, the number of people it would take to rebuild the
software and the cost per person to rebuild the software.
Acquired other intangible assets were valued using the relief from royalty method. These calculations require the use of
assumptions including the projection of financial performance and the estimation of a suitable royalty rate, useful life and
discount rate.
Value of financial assets held at fair value through profit or loss and investments accounted for under
the equity method
The Group has allocated portions of the cost of acquisitions to financial assets held at fair value through profit or loss.
As these minority interests are unlisted securities, significant inputs used to calculate the fair value of these interests
are unable to be based upon observable market data and assumptions must be used. The Group relies upon financial
information provided by the controlling interest for measurement purposes.
The Group has allocated portions of the cost of acquisitions to investments accounted for under the equity method. Whilst
the Group has significant influence over the investee, it does not have a controlling interest and relies upon financial
information provided by the investee to calculate the value of these investments.
93
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021
Note 10. Intangible assets
Goodwill - at cost
Less: Accumulated amortisation & impairment
Client contracts and relationships - at cost
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation & impairment
Other intangible assets - at cost
Less: Accumulated amortisation
2021
$'000
699,677
(21,424)
678,253
96,928
(59,873)
37,055
93,211
(54,864)
38,347
4,608
(1,345)
3,263
2020
$'000
498,448
(20,237)
478,211
69,016
(53,894)
15,122
72,101
(41,236)
30,865
5,181
(4,921)
260
756,918
524,458
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set
out below:
Balance at 1 July 2019
Additions
Additions through business combinations
Impairment expense
Amortisation expense
Exchange differences
Balance at 30 June 2020
Additions
Additions through business combinations (note 9)
Disposals
Impairment expense
Amortisation expense - continuing operations
Amortisation expense - discontinued operations
Exchange differences
Client
contracts and
relationships
Software
Goodwill
Other
intangible
assets
$'000
$'000
$'000
$'000
Total
$'000
19,256
-
5,462
-
(10,229)
633
15,122
-
33,188
-
-
(8,042)
-
(3,213)
30,314
19,588
-
(3,489)
(15,580)
32
30,865
14,522
14,668
(1,895)
(358)
(17,614)
(323)
(1,518)
453,522
3,598
506,690
-
40,577
(20,154)
-
4,266
478,211
-
232,212
-
-
-
-
(32,170)
-
180
-
(3,605)
87
260
23
4,358
-
-
(1,097)
-
(281)
19,588
46,219
(23,643)
(29,414)
5,018
524,458
14,545
284,426
(1,895)
(358)
(26,753)
(323)
(37,182)
Balance at 30 June 2021
37,055
38,347
678,253
3,263
756,918
94
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 10. Intangible assets continued
Accounting policy
Client contracts and relationships
The client contracts were acquired as part of a business combination (refer note 9 'Business combinations' for details). They
are recognised at their fair value at the date of acquisition and are subsequently amortised based on the consumption of
future economic benefits from the acquired customer base, or on a straight line basis.
Software developed or acquired not as part of a business combination
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will
contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised as
software and systems assets.
Software acquired as part of a business combination
Identifiable intangible software acquired through a business combination, which is expected to contribute future period
financial benefits through revenue generation and/or cost reduction is capitalised as software and system assets.
Other
Other intangible assets, such as brand names are recognised at fair value and are amortised over their useful life. Other
intangible assets with an indefinite useful life are tested annually for impairment, or more frequently if events or changes
in circumstances indicate that the intangible asset may be impaired.
Amortisation expense
The useful lives of the below intangible assets are assessed to be finite.
A summary of the amortisation policies applied to the Group's intangible assets is as follows:
Item
Client contracts and relationships
Software developed and acquired
Other intangible assets
Years
3 – 6
3 – 7
2 – 10
Method
Acquired/Internally generated
Straight line or timing of projected
cash flows
Acquired
Straight line
Straight line
Acquired/Internally generated
Acquired/Internally generated
Where amortisation is charged on assets with finite lives, this expense is recognised in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income in the expense category 'depreciation and amortisation'.
Impairment expense
Goodwill and indefinite life intangibles are tested for impairment annually, or whenever facts and circumstances indicate
impairment. An impairment loss is recognised when the carrying amount exceeds recoverable amount. The recoverable
amount is the higher of fair value less costs of disposals or value-in-use.
Goodwill
Goodwill is reviewed for impairment, annually, or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired (refer note 25 'Impairment testing of goodwill').
Critical estimates, assumptions and judgements
Client contracts and relationships
The Group recognises customer contracts and relationships arising from business combinations. Estimates and
judgements are used in determining the fair value of future benefits of contracts and relationships acquired.
Software developed or acquired not as part of a business combination
The Group recognises internally generated software assets arising from development once they meet the criteria set out
in the Australian Accounting Standards. Estimates are used in determining the useful life for amortisation. There is also
judgement involved in assessing how the asset will deliver probable future economic benefit to the Group.
Goodwill
Refer note 25 'Impairment testing of goodwill'.
Software acquired as part of a business combination
Refer to note 9 'Business combinations'
95
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 11. Cash and cash equivalents
Cash at bank and on hand
Client cash
Total cash and cash equivalents
2021
$'000
92,824
6,194
2020
$'000
90,445
2,398
99,018
92,843
Cash at bank and on hand and client cash earns interest at floating rates. The range of deposit rates as at 30 June 2021 was:
-0.50%-0.08% (2020: 0.00%-1.89%).
Accounting policy
Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and on hand and
short term deposits, with an original maturity of three months or less, that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
Client cash represents amounts contributed by clients that the Group is required by regulation or contract to hold
separately before release.
For the purpose of the Consolidated Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents
as defined, net of outstanding bank overdrafts.
Reconciliation of profit/(loss) after income tax to net cash inflow from operating activities
Loss for the year
Adjustments for:
Depreciation and amortisation
Impairment of intangible assets
Net exchange differences
Non-cash interest
Adjustments relating to acquisitions
Non-cash employee benefits expense - share-based payments
Net gain on disposal of subsidiary
Fair value adjustment of acquisition payable
Net gain/(loss) on disposal of non-current assets
Changes in operating assets and liabilities
(Increase)/decrease in trade and other receivables
(Increase)/decrease in other assets
(Increase)/decrease in inventory
Increase/(decrease) in deferred tax balances
Increase/(decrease) in income tax payable/(receivable)
2021
$'000
2020
$'000
(57,761)
(10,624)
-
41,306
1,261
107
60
-
5,548
(970)
-
439
-
-
42,512
23,643
(267)
5,681
(21,107)
(4,160)
-
(1,015)
203
-
(99,803)
286,892
3,148
168
(18,968)
1,914
217
-
(4,183)
(18,095)
Increase/(decrease) in trade and other payables and provisions
63,195
(220,448)
Net cash flow from operating activities
(60,356)
79,249
96
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 12. Trade and other receivables
Current assets
Trade receivables 1
Client receivables 1
Contract assets
Deposits 2
Other receivables
2021
$'000
2020
$'000
20,378
145,766
3,416
169,560
5,248
620
5,868
14,662
32,243
7,762
54,667
7,887
1,981
9,868
Total current trade and other receivables
175,428
64,535
Non-current assets
Long-term receivables
Total trade and other receivables
398
-
175,826
64,535
1 Trade and client receivables are non-interest bearing and are generally on terms ranging from 7 to 30 days.
2 Deposit balance represents advanced deposits to suppliers and deposits made on behalf of clients for travel which will occur at a future date.
Accounting policy
Trade and client receivables are recognised initially at fair value and, subsequently, measured at amortised cost using the
effective interest method, less a provision for impairment in accordance with the simplified approach permitted by AASB 9
Financial Instruments (AASB 9).
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which
permits the use of the lifetime expected loss provision for all trade and client receivables and contract assets (refer
note 20 'Financial risk management').
97
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 13. Inventory
Current assets
Inventory
2021
$'000
2020
$'000
884
-
Amounts recognised in profit or loss
Inventory recognised as an expense during the year ended 30 June 2021 amounted to $8,176,000 (2020: $0). These were
included in cost of goods sold in the Consolidated Statement of Profit or Loss and Other Comprehensive Income.
Accounting policy
Inventory is valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the
ordinary course of business, less estimated costs necessary to make the sale.
Inventory represents gift cards for a loyalty program in the US market.
Revenue from the sale of inventory is recognised at the time the order is fulfilled and sent to the customer. Cost of goods
sold is recognised as the expense of the value of inventory sold.
98
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT
Note 14. Investments accounted for using the equity method
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally
the case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for
using the equity method of accounting.
These assets were acquired as part of the T&T acquisition.
The following table presents the Group's investments accounted for using the equity method at 30 June 2021:
Name of company
Principal Activity
2120 Tower LLC (North America)
Commercial real estate
MFG Riesen (Europe)
Travel services
Ownership
Interest
2021
%
37.78%
40.00%
Ownership
Interest
2020
Investment
in associates
2021
Investment
in associates
2020
%
-
-
$'000
$'000
2,849
-
-
-
The MFG Riesen investment value has reduced to zero at 30 June 2021 after recognition of losses by the Group.
Accounting policy
Associates are entities over which the Group has significant influence but not control or joint control. Investments in
associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the
associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive
income. Investments in associates are carried in the Consolidated Statement of Financial Position at cost plus post-
acquisition changes in the Group's share of net assets of the associate. Goodwill relating to the associate is included in the
carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received or
receivable from associates reduce the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the associate.
The Group discontinues the use of the equity method upon the loss of significant influence over the associate and
recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of
the retained investment and proceeds from disposal is recognised in profit or loss.
99
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 15. Financial assets at fair value through profit or loss
Minority interest Investments are investments in entities over which the Group does not have significant influence
nor joint control. This is generally the case where the Group holds less than 20% share capital. These investments are
accounted for at fair value through profit or loss.
These assets were acquired as part of the T&T acquisition.
The following table presents the Group's financial assets measured and recognised at fair value at 30 June 2021:
Minority interest investments
Refer to note 27 'Fair value measurement' for further information on fair value measurement.
2021
$'000
4,423
2020
$'000
-
100
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 16. Right-of-use Assets
Buildings - right-of-use
Accumulated depreciation
Accumulated impairment
Total right-of-use assets
Opening net book value
Recognition on application of AASB 16
Additions
Additions through business combinations (note 9)
Disposals
Depreciation - continuing operations
Depreciation - discontinuing operations
Impairment of assets
Exchange difference
Closing net book value
Expense relating to short term leases (included in occupancy expenses)
Expense relating to leases of low-value assets that are not shown above as short term leases
(included in operating expenses)
Expense relating to variable lease payments not included in lease liabilities
(included in operating expenses)
2021
$'000
56,778
(15,344)
(908)
2020
$'000
55,671
(8,843)
-
40,526
46,828
2021
$'000
46,828
-
1,340
15,079
(9,701)
(9,384)
(90)
(903)
(2,643)
2020
$'000
-
50,893
6,056
1,213
(2,667)
(9,257)
-
-
590
40,526
46,828
2021
$'000
4
426
563
2020
$'000
1,029
420
193
Accounting policy
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in
the cost of inventory, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Extension and termination options are included in a number of building leases across the Group. These are used to
maximise operational flexibility in terms of managing the assets used in the Group's operations. The majority of the
extension and termination options held are exercisable only by the Group and not by the respective lessors. Most extension
options have been included in the lease liabilities. Extension options are only included in the lease term if the lease
is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a
significant change in circumstances occurs.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short term leases with terms
of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
101
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 17. Trade and other payables
Current liabilities
Trade payables1
Client payables1
Other payables and accruals
Acquisition payable
2021
$'000
41,079
119,048
43,918
700
2020
$'000
7,801
52,443
40,255
-
Total current trade and other payables
204,745
100,499
Non-current liabilities
Other payables and accruals
Total trade and other payables
9,998
522
214,743
101,021
1 Trade payables and client payables are non-interest bearing and are normally settled on terms ranging from 7 to 30 days.
Accounting policy
Client payables result from provision of travel services and products to clients. Trade payables result from other activities
required to provide those travel services, such as corporate services.
Other payables and accruals represent liabilities for goods and services received, amounts recognised as redundancy
payments and amounts owed to clients for refund. These amounts are unsecured and are paid within terms ranging from
7 to 30 days from recognition. They are recognised initially at their fair value and subsequently measured at amortised
cost using the effective interest method. Other payables and accruals also includes deferred revenue. Deferred revenue
($14.5 million) relates to incentive payments received from suppliers as upfront payments when entering into long-term
contracts. The incentive payments are recognised as revenue in the consolidated statement of profit or loss and other
comprehensive income over the life of the contract based on specific performance criteria being achieved.
Acquisition payables are recognised where contingent consideration hurdles have been satisfied and the amount is to be
settled from previously acquired entities.
102
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 18. Borrowings
Borrowings
Total current borrowings
2021
$'000
-
2020
$'000
-
The Group maintains a revolving multi-currency syndicated bank loan facility (the 'Facility') which was established in August
2019. The facility expires on 31 August 2022 and had a total capacity of GBP £60,000,000 (AU $110,644,000) at 30 June 2021.
The facility's limit was reduced to GBP £60,000,000 from GBP £100,000,000 in June 2021. The reduction was made to align
with the Group's forecast liquidity requirements, and to reduce costs associated with carrying surplus debt capacity.
The facility is secured against the assets of certain members of the Group who also are guarantors under the facility.
The Group has remained in compliance with requirements under its bank facility throughout the period. The Group has
agreed a covenant waiver with its lenders as detailed in the FY20 annual report. The waiver was extended in January 2021
and now continues through until 31 December 2021 with no further restriction. This waiver was granted with conditions
and benefits, including a minimum liquidity requirement of $10,600,000 and covenant testing at 31 December 2021 to be
based on 1H22 performance.
Bank guarantees/letters of credit
The Group provides bank guarantees and letters of credit primarily for the benefit of suppliers in accordance with
state travel agency licensing and International Air Transport Association (IATA) regulations. The table below shows the
outstanding balance of guarantees issued by the Group at 30 June:
Bank guarantees
2021
$'000
19,595
2020
$'000
54,349
Bank guarantees are used primarily for trade support for transactions with airlines in Greater China and European rail
companies. These mandatory bank guarantees represent a barrier to entry for competitors in these markets and provide a
cost advantage for the Group.
Finance costs
Bank loans
Interest on lease liabilities
Other finance costs1
Total finance costs
2021
$'000
1,544
1,539
184
2020
$'000
3,371
1,813
4,436
3,267
9,620
1 Other finance costs in FY20 include the write-off of capitalised borrowing costs upon amendment to the multi-currency facility.
Accounting policy
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost, using the effective interest rate method. Establishment costs are capitalised and are amortised over the
life of the related borrowing. Borrowings are classified as current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the reporting date.
Finance costs
This expense is recognised as interest accrues, using the effective interest method for bank loans and an incremental
borrowing rate for lease liabilities. These methods calculate the amortised cost of a financial liability and allocate the interest
expense over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability to the net carrying amount of the financial liability.
103
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 19. Lease liabilities
Current liabilities
Lease liabilities
Non-current liabilities
Lease liabilities
Total lease liability
Reconciliation of lease liabilities at 30 June 2021 was as follows:
Opening net book value
Recognition on application of AASB 16
Additions
Additions through business combinations (note 9)
Disposals
Repayment of principal element of lease liabilities
Exchange difference
2021
$'000
2020
$'000
9,193
8,672
37,188
44,423
46,381
53,095
2021
$'000
53,095
-
1,477
15,391
(11,330)
(9,315)
(2,937)
2020
$'000
-
55,723
6,056
1,213
(2,783)
(7,745)
631
46,381
53,095
Accounting policy
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the
lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on
an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use
asset is fully written down.
104
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 20. Financial Risk Management
The Group is exposed to market risk (interest rate risk and foreign exchange risk), credit risk, and liquidity risk in the normal
course of business. The Group’s financial risk management is controlled by a central treasury department under policies
approved by the Board of Directors. Group Treasury identifies, evaluates, and hedges financial risks in co-operation with
the Group’s operating units and in accordance with the Board approved Treasury Policy. The Treasury Policy provides
written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange
risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and
investment of excess liquidity.
(a) Market risk
Interest rate risk
The Group’s income and financial cash flows are impacted by changes in market interest rates, as the Group holds both
interest bearing assets and liabilities.
The Group’s main interest rate exposure during the period arose from interest receivable on cash deposited with banks.
As at 30 June 2021, the Group had no outstanding variable rate borrowings (refer note 18 'Borrowings').
Interest rate risk is managed using natural hedges, borrowing terms available under facility documents or using interest
rate derivatives. As at the balance date, the Group had no interest rate derivatives outstanding. The Group has considered
its exposure to interest rate movements and notes that significant changes in interest rates would not result in a material
impact to finance costs.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the
relevant Group entity.
The Group uses foreign exchange spot and forward contracts to manage its net risk position. At times, the Group also uses
its multi-currency debt facility allowing for borrowings in relevant currencies to provide an offset to revaluation of foreign
currency assets or future foreign currency earnings.
The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows.
2021
USD
EUR
HKD
GBP
SGD
NZD
Other
Cash
and cash
equivalents
Trade
and other
receivables
$'000
$'000
754
134
78
2,031
1,530
6
302
152
8
1
-
-
-
173
Related party
loans
$'000
2,598
(2,273)
(2,116)
3
-
1,046
415
Trade
and other
payables
$'000
(99)
14
(3)
(19)
(22)
(1)
(82)
Total foreign exchange risk
4,835
334
(327)
(212)
Borrowings
$'000
-
-
-
-
-
-
-
-
Total
$'000
3,405
(2,117)
(2,040)
2,015
1,508
1,051
808
4,630
Based on the 30 June 2021 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
result in a gain of $514,000 and a loss of $421,000 respectively.
105
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021
Note 20. Financial risk management continued
2020
USD
HKD
GBP
NZD
EUR
CHF
Other
Cash
and cash
equivalents
$'000
9,759
2,046
7,504
3
304
133
964
Trade
and other
receivables
$'000
16
52
6
15
13
-
339
Related party
loans
Trade
and other
payables
$'000
(59,440)
22,642
(25,884)
1,397
884
921
1,266
$'000
(8)
(499)
(43)
-
(20)
(1)
(304)
Borrowings
$'000
-
-
-
-
-
-
-
Total
$'000
(49,673)
24,241
(18,417)
1,415
1,181
1,053
2,265
Total foreign exchange risk
20,713
441
(58,214)
(875)
(37,935)
Based on the 30 June 2020 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
result in a loss of $3,449,000 and a loss of $4,215,000 respectively.
(b) Credit risk
Credit risk arises from cash and cash equivalents placed on deposit with counterparties and balances owing from
clients and suppliers.
The Group’s exposure to credit risk relating to cash and cash equivalents arises from the ability of the counterparty to
repay funds placed on deposit. The Group’s cash and cash equivalent investments are held on deposit with counterparties
holding an investment grade credit rating.
The Group's policy is that all clients which wish to trade on credit terms are subject to credit verification procedures,
and subsequent risk limits, which are set for each individual client in accordance with the Group’s policies. For some
client receivables, the Group may also obtain security in the form of deposits. In addition, receivable balances are actively
monitored on an ongoing basis, with the result that the Group’s exposure to bad debts has been historically negligible.
Trade and other receivables are subject to the expected credit loss model. The Group has applied the AASB 9 Financial
Instruments simplified approach to measuring the expected credit loss, which uses a lifetime expected loss allowance for
all receivables and contract assets.
Contract assets represent balances earned which are not yet unconditional and have the same characteristics as trade
receivables. The Group has, therefore, concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for contract assets.
To measure the expected credit losses, receivables and contract assets have been grouped based on shared credit risk
characteristics (by client industry or supplier type) and the days past due. Based on the grouping of clients, an expected
loss rate has been applied. Any individual receivable or contract asset which had significantly increased credit risk, were
individually assessed and allowed for. Historic loss events and forward-looking assumptions have been factored into the
expected loss allowance calculation for these assets as at 30 June 2021.
On this basis, the loss allowance as at 30 June 2021 and 30 June 2020 was determined as follows:
2021
Expected loss rate (%)
Carrying amount – client receivables ($'000)
Carrying amount – trade receivables ($'000)
Carrying amount – contract assets ($'000)
Loss allowance ($'000)
More than 30
days
past due
More than 60
days
past due
More than 90
days
past due
7
2,575
169
-
181
10
1,527
30
-
163
62
4,914
925
-
3,627
Current
1
140,967
20,561
3,674
1,811
Total
3
149,983
21,685
3,674
5,782
106
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT
Note 20. Financial risk management continued
2020
Expected loss rate (%)
Carrying amount – client receivables ($'000)
Carrying amount – trade receivables ($'000)
Carrying amount – contract assets ($'000)
Loss allowance ($'000)
More than 30
days
past due
More than 60
days
past due
More than 90
days
past due
21
4,092
1,053
-
1,092
86
227
98
-
281
54
5,816
125
-
3,235
Current
3
25,983
14,823
8,522
1,463
Total
10
36,118
16,099
8,522
6,071
The loss allowances for receivables and contract assets as at 30 June reconcile to the opening loss allowances as follows:
Opening loss allowance as at 1 July 2020
Increase/(decrease) in loss allowances recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income
Receivables written off during the year as uncollectible
Additions through acquisitions
Closing loss allowance as at 30 June 2021
Opening loss allowance as at 1 July 2019
Increase in loss allowances recognised in the Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Receivables written off during the year as uncollectible
Closing loss allowance as at 30 June 2020
Client
Receivables
Trade
Receivables
Contract
Assets
$'000
3,874
33
(1,791)
2,102
4,218
$'000
1,437
(135)
-
4
1,306
Client
Receivables
Trade
Receivables
$'000
2,102
2,989
(1,217)
3,874
$'000
-
1,437
-
1,437
$'000
760
(281)
(221)
-
258
Contract
Assets
$'000
-
760
-
760
Receivables and contract assets are written-off where there is no reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure of a client or supplier to engage
in a repayment plan.
Losses on client and trade receivables and contract assets are presented as bad and doubtful debts for client receivables
and transactional overrides or a write-back of revenue for volume-based overrides. Subsequent recoveries will be
recognised against the same line items.
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial
liabilities. The Group’s approach to managing liquidity is to ensure sufficient cash and credit facilities are available to meet
its liabilities when due, under both normal and stressed conditions.
In addition to the cash position outlined in note 11 'Cash and cash equivalents', the Group had the following credit facilities
available at 30 June 2021. Bank loan amounts include the Group‘s £60,000,000 (AUD $110,664,000) multi-currency revolving
loan facility which matures in August 2022, and overdraft facilities. Note that the Facility's total limit was reduced to GBP
£60,000,000 from GBP £100,000,000 in June 2021. The reduction was made to align with the Group's forecast liquidity
requirements, and to reduce costs associated with carrying surplus debt capacity.
107
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021
Note 20. Financial risk management continued
Bank loans
Used
Unused
Total bank loans available
Credit cards
Used
Unused
Total credit cards limit
Overdraft facilities
Used
Unused
Total overdraft facilities available
2021
$'000
-
110,664
110,664
15,990
60,672
76,662
-
8,841
8,841
2020
$'000
-
179,630
179,630
10,098
88,238
98,336
-
17,069
17,069
The Group's credit card facilities are primarily used for client bookings via virtual credit cards.
The following table summarises the contractual timing of undiscounted cashflows of financial liabilities, expressed in AUD
as at 30 June 2021. No derivative financial instruments were held as at the reporting date. Cash flows for financial liabilities
without fixed amount or timing are based on the conditions existing at 30 June 2021.
Contractual
maturities of
financial liabilities
June 2021
Trade and other payables
Lease liabilities
Total non-derivative
financial liabilities
June 2020
Trade and other payables
Lease liabilities
Total non-derivative financial
liabilities
Less than
6 months
6 - 12
months
Between
1 and 2 years
$'000
$'000
$'000
Between
2 and 5
years
$'000
Over
5 years
$'000
Total
contractual
cash flows
$'000
Carrying
amount
(assets)/
liabilities
$'000
197,078
5,423
7,630
5,090
2,931
9,043
7,104
19,054
-
12,352
214,743
50,962
214,743
46,381
202,501
12,720
11,974
26,158
12,352
265,705
261,124
87,386
5,170
13,113
5,036
91
9,596
391
22,522
40
16,954
101,021
59,278
101,021
53,095
92,556
18,149
9,687
22,913
16,994
160,299
154,116
108
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 21. Provisions
Movements in provisions
At 1 July 2020
Acquisition of subsidiaries
Disposal of subsidiaries
Arising during the year
Utilised
Write back of provision
Transfer to acquisition payable
Exchange differences
At 30 June 2021
At 1 July 2019
Acquisition of subsidiary
Arising during the year
Utilised
Write back of provision
Exchange differences
At 30 June 2020
2021
Current
Non-current
2020
Current
Non-current
Employee
entitlements
Provisions
for other
liabilities and
charges
$’000
5,825
1,285
(24)
6,020
(4,741)
(837)
-
(224)
7,304
8,882
-
7,772
(9,790)
(974)
(65)
5,825
6,517
787
7,304
4,001
1,824
5,825
$’000
33,394
1,497
(35)
76,960
(92,221)
(2,690)
(700)
(1,742)
14,463
24,096
19,157
235,382
Total
$’000
39,219
2,782
(59)
82,980
(96,962)
(3,527)
(700)
(1,966)
21,767
32,978
19,157
243,154
(219,742)
(229,532)
(25,131)
(368)
33,394
11,638
2,825
14,463
29,825
3,569
33,394
(26,105)
(433)
39,219
18,155
3,612
21,767
33,826
5,393
39,219
Accounting policy
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
and a reliable estimate can be made of the amount of the obligation. At the end of the reporting period, provisions
are measured at the present value of management's best estimate of the expenditure required to settle the present
obligation. The discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the
passage of time is recognised as interest expense.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income, net of any reimbursement.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
109
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 21. Provisions continued
Employee benefits
Retirement benefit obligations
Contributions to defined contribution funds are
recognised as an expense as they become payable.
Prepaid contributions are recognised as an asset to
the extent that a cash refund or reduction in the future
payments are available.
Bonus plans
The Group recognises a provision for future bonus
payments where it is contractually obliged or where there is
a past practice that has created a constructive obligation.
Provision for other liabilities and charges
Provision for unclaimed charges
The Group recognises a provision for unclaimed charges,
arising from the sale of travel services. Based on historical
data and past experience, management considers the
possibility of claims and, if appropriate, it is written back
to the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
Short term employee benefits
Liabilities for wages and salaries including non-monetary
benefits, expected to be settled within 12 months of
the reporting period, are recognised in other payables
and accruals in respect of employees’ services up to
the reporting date. Liabilities for annual leave and
accumulated sick leave, expected to be settled within
12 months of the reporting period, are recognised in the
provision for employee benefits in respect of employees’
services up to the reporting date. They are measured
at the amounts expected to be paid when the liabilities
are settled. Liabilities for non-accumulated sick leave are
recognised when the leave is taken and are measured at
the rates paid or payable.
Other long-term employee benefits
Liabilities for long service leave are recognised in the
provision for employee benefits and measured at
the present value of expected future payments to be
made in respect of services provided by the employees
up to the reporting date, using the projected unit
credit method. Consideration is given to the expected
future wage and salary levels, experience of employee
departures, and periods of service. Expected future
payments are discounted using market yields at the
reporting date on government bonds, with terms
to maturity and currencies that match, as closely as
possible, the estimated future cash outflows.
The obligations are presented as current liabilities
in the Consolidated Statement of Financial Position
if the entity does not have an unconditional right
to defer settlement for at least twelve months after
the reporting period, regardless of when the actual
settlement is expected to occur.
110
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 22. Contributed equity
Ordinary shares - fully paid
2021
$'000
2020
$'000
744,581
375,314
Ordinary shares entitle the holder to receive dividends as declared and, in the event of winding up the Group, to participate
in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, shares held.
On a show of hands, every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and
upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the company does not have a limited amount of
authorised capital.
Movements in ordinary share capital
Details
Balance
Share appreciation rights issue
Initial consideration for the Corporate Travel Planners
Inc. business combination
Less: transaction costs arising on share issue
Deferred tax credit recognised directly in equity
Balance
Capital raising used primarily for the acquisition of T&T
T&T management share issue
Less: transaction costs arising on share issue
Deferred tax credit recognised directly in equity
Date
1 July 2019
21 August 2019
21 February 2020
Number
of shares
108,491,948
386,762
122,240
30 June 2020
109,000,950
October 2020
27,055,823
6 November 2020
368,743
$'000
364,368
8,447
2,506
(10)
3
375,314
374,723
5,107
(11,115)
552
Balance
30 June 2021
136,425,516
744,581
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Capital management
The Group maintains a conservative funding structure that allows it to meet its operational and regulatory requirements,
while providing sufficient flexibility to fund future strategic opportunities.
The Group’s optimal capital structure includes a mix of debt (refer note 18 'Borrowings'), cash (refer note 11 'Cash and cash
equivalents') and equity attributable to the parent’s equity holders.
When determining dividend returns to shareholders the Board considers a number of factors, including the Group’s
anticipated cash requirements to fund its growth, operational plan, and current and future economic conditions. There
were no dividends paid, recommended or determined during, or for, the current reporting period.
111
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 23. Reserves
The following table shows a breakdown of the ‘reserves’ line item as per the Consolidated Statement of Financial Position,
and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided
in the following table.
At 30 June 2019
Currency translation differences
Deferred tax
Other comprehensive income
Share-based payments:
Expense for the year
Issuance of shares on vesting
Effect of tax
At 30 June 2020
Currency translation differences
Deferred tax
Other comprehensive loss
Share-based payments:
Expense for the year
Issuance of shares on vesting
Effect of tax
Foreign
currency
translation
Share-based
payments
$’000
42,221
6,464
(722)
5,742
-
-
-
$’000
(15,220)
-
-
-
(4,160)
(8,447)
38
Total
$’000
27,001
6,464
(722)
5,742
(4,160)
(8,447)
38
47,963
(27,789)
20,174
(28,765)
1,811
(26,954)
-
-
-
-
-
-
5,548
-
4,716
(28,765)
1,811
(26,954)
5,548
-
4,716
At 30 June 2021
21,009
(17,525)
3,484
Nature and purpose of reserves
Foreign currency translation
Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income
and accumulated in a separate reserve within equity. The cumulative amount is recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income when the net investment is sold.
Share-based payments
The share-based payments reserve is used to recognise an expense for the grant date fair value of deferred shares granted
to employees but not yet vested over the vesting period, as well as deferred tax associated with future tax deductions.
Upon vesting of shares, the fair value of the shares issued is recognised in share capital (refer note 22 'Contributed equity')
and a corresponding entry recognised in the share-based payment reserve.
112
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 24. Retained earnings
Retained earnings at the beginning of the financial year
Adjustment for change in accounting policy
Retained earnings at the beginning of the financial year - restated
Loss after income tax benefit for the year
Dividends paid (note 7)
2021
$'000
143,345
-
143,345
(55,351)
2020
$'000
177,190
(1,707)
175,483
(8,185)
-
(23,953)
Retained earnings at the end of the financial year
87,994
143,345
113
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 25. Impairment testing of goodwill
For goodwill impairment testing, a cash-generating unit (CGU) for the Group has been defined as the lowest level
of travel services operations to which goodwill relates, where individual cash flows can be identified in order to
discount future cash flows.
The carrying amount of goodwill to the cash generating unit:
Australia and New Zealand
North America
Asia
Europe
Corporate Travel Planners (CTP)
Total goodwill
2021
$'000
2020
$'000
56,081
54,874
402,668
208,004
49,744
54,132
169,760
140,090
-
21,111
678,253
478,211
The recoverable amount of each cash-generating unit ('CGU') has been determined based on probability-weighted
scenarios of future economic conditions, with the value-in-use ('VIU') basis being used for all valuations. A total of three
different scenarios were considered, each scenario modelling recovery path projections through to FY24. Each of the
scenarios were translated into probable outcomes for the respective CGU, with the probabilities based on external research
conducted by a global consulting firm. That research included a global survey of senior executives, the results of which
were used to determine the probability of each of the scenarios occurring. These externally determined probabilities were
then applied to the cash flow forecasts developed for each scenario to generate a probability-weighted cash flow forecast
for each CGU to be used in the assessment of its recoverable amount.
Corporate Travel Planners has been fully integrated into the North America CGU in FY21.
The three economic scenarios considered most probable as a result of the research, in order of weighting, were as follows:
1. COVID-19 recurs, long-term economic growth is slowed with a muted world recovery;
2. COVID-19 causes damage to the economy, with growth insufficient to deliver a full recovery to historic levels for an
extended period; and
3. COVID-19 is contained in a reasonable amount of time, and growth returns to trend historic growth over the
medium term.
The following table sets out the remaining key assumptions for those cash-generating units that have goodwill
allocated to them.
2021
Pre-tax nominal discount rate applied to the cash flow projection
13.07%
11.69%
10.63%
11.22%
ANZ
NA
Asia
Europe
Cash flows beyond FY24, up to year 5, are extrapolated using an average
nominal growth rate of:
Revenue
Operating expenses
Long-term growth rate
2020
3.50%
3.00%
2.00%
3.50%
3.00%
2.00%
3.50%
3.00%
2.00%
3.50%
3.00%
2.00%
Pre-tax nominal discount rate applied to the cash flow projection
13.25%
12.58%
11.69%
10.99%
Cash flows beyond FY23, up to year 5, are extrapolated using an average
nominal growth rate of:
Revenue
Operating expenses
Long-term growth rate
3.50%
3.00%
2.00%
3.43%
3.00%
2.00%
3.50%
3.00%
2.00%
3.00%
2.00%
2.00%
114
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 25. Impairment testing of goodwill continued
The following key assumptions were used in the modelling:
― Recovery path projections through to FY24.
― Pre-tax discount rates - reflect specific risks and conditions relating to the relevant cash-generating units and the
countries in which they operate.
― Revenue - the basis used to determine the amount assigned to sales volume is based on historical experience,
expected client retentions and wins, and adjusted for growth and other known circumstances. This information was
overlayed to create three revenue scenarios based on the economic recovery paths.
― Operating expenses - the basis used to determine the amount assigned to the forecast costs are based on historical
margins and patterns of revenue, adjusted for growth and other known circumstances.
― Long-term growth rate - the growth rate used to extrapolate cash flows beyond the current period is based on
historical experience and future expectations for growth in the context of inflation expectations in the countries in
which the cash-generating units operate.
Sensitivity to changes in key assumptions
Management recognises that there are various reasons the estimates used in these assumptions may vary. For each CGU,
changes in key assumptions could cause the carrying value of the CGU to exceed its recoverable amount.
All cash-generating units have been affected by the closure of borders, both domestic and international, caused by the
COVID-19 pandemic. Whilst the probability-weighted scenario modelling of cash flows inherently captures probable and
possible impacts of border closures, persistent border closures over long periods of time could cause the recoverable
amount of cash generating units to fall below their carrying values.
Accounting policy
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value
in use. To assess impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating
units). Non-financial assets, other than goodwill, that have suffered an impairment are reviewed for possible reversal
of the impairment at the end of each reporting period.
In assessing value in use, estimated cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset.
115
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 26. Property, plant and equipment
Year ended 30 June 2021
Cost
Accumulated depreciation
Opening net book amount
Additions
Additions through business combinations (note 9)
Disposals
Depreciation charge - continuing operations
Depreciation charge - discontinued operations
Exchange differences
Closing net book amount
Year ended 30 June 2020
Cost
Accumulated depreciation
Opening net book amount
Additions
Additions through business combinations
Disposals
Depreciation charge
Exchange differences
Closing net book amount
Accounting policy
Furniture,
fixtures and
equipment
Computer
equipment
Leasehold
improve-
ments
$’000
$’000
$’000
Other
$’000
Total
$’000
6,790
(5,083)
1,707
2,250
84
343
(267)
(774)
(30)
101
1,707
7,376
(5,126)
2,250
2,833
208
46
(346)
(710)
219
2,250
18,684
(14,423)
4,261
3,353
209
3,934
(59)
(2,365)
(6)
(805)
4,261
15,727
(12,374)
3,353
2,871
1,997
-
(1,037)
(1,526)
1,048
3,353
9,244
(4,765)
4,479
5,514
472
1,325
(1,095)
(1,389)
-
(348)
4,479
9,224
(3,710)
5,514
6,441
415
-
(628)
(1,371)
657
5,514
1,165
(457)
708
974
-
-
(74)
(192)
-
-
708
1,325
(351)
974
1,183
50
-
(153)
(234)
128
974
35,883
(24,728)
11,155
12,091
765
5,602
(1,495)
(4,720)
(36)
(1,052)
11,155
33,652
(21,561)
12,091
13,328
2,670
46
(2,164)
(3,841)
2,052
12,091
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to the acquisition of the item. All other repairs
and maintenance costs are charged to the profit and loss in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income during the reporting period in which they are incurred.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset.
Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds and
the carrying amount of the asset, is included in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income in the year the asset is derecognised.
116
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 26. Property, plant and equipment continued
Depreciation expense
Depreciation is calculated on property, plant and equipment using the following estimated useful lives and methods:
Item
Leasehold improvements
Computer equipment
Furniture, fixtures and equipment
Years Method
3-15 Straight line
3-5 Straight line
4-10 Straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
financial year end.
117
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 27. Fair value measurement
Fair value hierarchy
The following table presents the Group's financial assets and financial liabilities measured and recognised at fair value at
30 June 2021 on a recurring basis.
At 30 June 2021
Financial assets at fair value through profit or loss
At 30 June 2020
Financial assets at fair value through profit or loss
Level 1
$,000
-
Level 1
$,000
-
Level 2
$,000
-
Level 2
$,000
-
Level 3
$,000
4,423
Level 3
$,000
-
Total
$,000
4,423
Total
$,000
-
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity
securities) is based on quoted market prices at the end of the reporting period. The quoted marked price used for financial
assets and liabilities held by the Group is the closing bid or ask price as appropriate. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over–the–counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little
as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based
on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising
the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting
date and transfers between levels are determined based on a reassessment of the lowest level of input that is
significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either
not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge
and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an
analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison,
where applicable, with external sources of data.
118
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT
Note 28. Share-based payments
Share appreciation rights
In 2020 CTM introduced a new Omnibus Incentive Plan
(Incentive Plan). The Incentive Plan replaced CTM’s
Share Appreciation Rights Plan (SARs Plan) and Exempt
Employee Share Plan. The Incentive Plan enables CTM
to offer a range of different awards, including share
appreciation rights (SARs), options, performance rights and
tax exempt shares. The grant of awards under the Incentive
Plan forms an integral part of effectively rewarding
executive management, and serves a number of positive
purposes, including acting as a retention tool for key
employees as well as linking the award of management
incentives to shareholder value creation and aligning the
interests of senior executives with those of shareholders to
encourage the long-term sustainable growth of the CTM.
SARs under the current framework
In FY21, performance SARs (Performance SARs) and
retention SARs (Retention SARs) were awarded under
the Incentive Plan. Participation in the Incentive Plan is
at the Board’s absolute discretion and no individual has a
contractual right to participate in the plan or to receive any
guaranteed benefits. SARs granted under the Incentive
Plan carry no dividend or voting rights.
Performance SARs only vest if certain performance
standards are met, the employee remains in service, and
upon the achievement of earnings per share growth
targets over a two year performance period. Vesting of
Retention SARs is subject to continuing employment for a
specified period and satisfactory employee performance.
There is no consideration payable by the participant
upon exercising of vested SARs. The number of shares
to be issued upon vesting of Performance SARs
and Retention SARs is calculated by reference to an
increase in the price of CTM’s shares from a base
price determined by the Board and the 5 day volume
weighted average price of CTM’s shares immediately
preceding the date that the Board determines that the
vesting conditions are satisfied and/or waived.
Further details can be found in the Remuneration Report.
SARs under the legacy framework
SARs grants made in 2018 and 2019 only vest if certain
performance standards are met, the employee remains
in service and the achievement of an earnings per share
growth target over a three year performance period.
The EPS growth test has performance conditions on a
scaled basis as follows:
― 50% qualify at 80% target achievement;
― 75% qualify at 90% target achievement; and
― 100% qualify at 100% target achievement.
SARs granted under the SARs Plan carry no dividend or
voting rights. There is no consideration payable by the
participant upon exercising of vested SARs.
The following table summarises the movement in SARs granted under the plan:
Grant date
As at 1 July
Granted during the year
Exercised during the year
Forfeited during the year
As at 30 June
Vested and exercisable at 30 June
2021
2020
Number of SARs
Number of SARs
3,489,000
3,504,250
-
(1,178,500)
5,814,750
-
3,868,500
1,698,000
(1,297,500)
(780,000)
3,489,000
-
No SARs issued during the periods above expired during those periods.
SARs outstanding at the end of the year have the following performance period and share base prices:
Grant date
22 August 2017
22 August 2018
Performance period
1 July 2017 – 30 June 2020
1 July 2018 – 30 June 2021
9 September 2019
1 July 2019 – 30 June 2022
18 August 2020
18 August 2020
1 July 2020 – 30 June 2021
1 July 2020 – 30 June 2022
1 November 2020
1 November 2020 - 30 June 2022
30 April 2021
1 July 2021 - 30 June 2024
Base price
Number of SARs
Number of SARs
2021
2020
$23.90
$29.00
$22.84
$9.89
$9.89
$12.35
$13.85
-
1,101,500
1,311,500
809,750
1,574,500
917,500
100,000
5,814,750
983,000
1,113,000
1,393,000
-
-
-
-
3,489,000
No SARs vested during the period. 3,504,250 SARs were granted during FY21, pursuant to the CTM SARs Incentive Plan.
119
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 28. Share-based payments continued
Fair value of SARs granted
The assessed weighted average fair value at grant date of the SARs granted during the year ended 30 June 2021 was $3.15
per SAR (2020: $1.67). The fair value at grant date was determined using the Black-Scholes pricing model that takes into
account the share price at the time of the grant, the exercise price, the term of the SAR, the expected dividend yield, the
expected price volatility of the underlying share and the risk free interest rate for the term of the SAR.
The fair value model inputs for SARs granted during the year ended 30 June 2021 included:
Base price Grant date
Vesting date
Expected
price
volatility
of CTM's
shares
Expected
dividend
yield
Share
price at
grant date
$
$
%
9.89
18 August 2020
1 July 2021
11.61
31.20%
%
-
Risk-free
interest
rate
%
0.25%
9.89
18 August 2020
1 July 2022
11.61
31.20%
1.00%
0.25%
12.35
1 November 2020
1 July 2022
14.77
32.30%
1.00%
0.25%
9.89
18 August 20201
1 July 2021
17.02
32.30%
-
0.25%
9.89
18 August 20201
1 July 2022
17.02
32.30%
1.00%
0.25%
13.85
30 April 2021
1 July 2024
18.45
32.30%
1.00%
0.25%
SARs are granted for no
consideration and vest
based on employees
being employed at CTM
on 30 June 2021
SARs are granted for no
consideration and vest
based on the Group's
Earnings per Share
growth over a 2 year
vesting period
SARs are granted for no
consideration and vest
based on the Group's
Earnings per Share
growth over a 2 year
vesting period
SARs are granted for no
consideration and vest
based on the employee
being employed at CTM
on 30 June 2021
SARs are granted for no
consideration and vest
based on the Group's
Earnings per Share
growth over a 2 year
vesting period
SARs are granted for no
consideration and vest
based on the Group's
Earnings per Share
growth over a 3 year
vesting period
1 The grant of SARs to Laura Ruffles, Executive Director and Global COO, was made subject to shareholder approval which was received at the 2020 AGM held on
27 October 2020.
The expected price volatility is based on the historic volatility, and on the remaining life of the SARs, adjusted for any
expected changes to future volatility due to publicly available information.
120
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 28. Share-based payments continued
Expenses arising from SARs
Accounting policy
An expense for the year of $5,548,000 has been recognised
in the consolidated statement of profit or loss and other
comprehensive income with a corresponding amount
recognised in the share based payment reserve (refer to
note 23 'Reserves'). The expense recognised is based on the
number of SARs issued in FY21 that are expected to vest.
For SARs issued prior to FY21, it was determined in FY20 that
none of the unvested SARs were expected to vest resulting
in the reversal of previously recognised expenses (2020: net
credit of $4,160,000 recognised). The probability of vesting
remains unchanged following a reassessment in FY21.
Share-based compensation benefits are provided
to employees by way of a Share Appreciation Right
(SAR). The fair value of SARs granted is recognised as
an employee benefits expense, with a corresponding
increase in equity. The total amount to be expensed is
determined by reference to the fair value of the rights
granted, which includes any market performance
conditions and the impact of any service and non-
market performance vesting conditions.
Non-market vesting conditions are included in
assumptions about the number of SARs that are expected
to vest. The total expense is recognised over the vesting
period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each
period, CTM revises its estimates of the number of SARs
that are expected to vest based on the non-market
vesting conditions. CTM recognises the impact of the
revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity.
121
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 29. Interest in other entities
(a) Subsidiary entities
The Group’s subsidiary entities at 30 June 2021 are set out in the following table. Unless otherwise stated, each entity
has share capital consisting solely of ordinary shares that are held by the Group, and the proportion of ownership interests
held equals the voting rights held by the Group. The country of incorporation or registration is also their principal
place of business.
Company
Region
Corporate Travel Management Group Pty Ltd5
Floron Nominees Pty Ltd5
WA Travel Management Pty Ltd5
Sainten Pty Ltd5
ETM Travel Pty Ltd5
Travelcorp Holdings Pty Ltd5
Travelogic Pty. Limited5
Andrew Jones Travel Pty Ltd
SCT Travel Group Pty Ltd
Travelcorp (Aust) Pty Ltd5
Tramada Holdings Pty Ltd1
Tramada International Pty Ltd1
Tramada Systems Pty Ltd1
Corporate Travel Management (New Zealand) Limited
Tramada Systems (UK) Limited1
Tramada Systems (USA) Inc1
CTMNA Holdings Limited
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
Country
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership
2021
%
Ownership
2020
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
-
-
New Zealand
United Kingdom
United States of America
100.00%
100.00%
100.00%
100.00%
-
-
Corporate Travel Management North America Inc
North America
United States of America
100.00%
100.00%
Corporate Travel Planners, Inc
North America
United States of America
100.00%
100.00%
North America
United States of America
100.00%
100.00%
Travel & Transport, Inc2
Travefy Incorporated2
TTRE Inc2
TTINV Inc2
WTT Inc2
North America
United States of America
100.00%
North America
United States of America
North America
United States of America
North America
United States of America
North America
United States of America
10.00%
100.00%
100.00%
100.00%
100.00%
37.78%
-
-
-
-
-
-
-
Data Vizualization Intelligence, Inc
North America
United States of America
2120 Tower LLC2
North America
United States of America
Corporate Travel Management (CAN) Limited
North America
Canada
100.00%
100.00%
Thayer Ventures III, L.P2
CTM Global Services (UK)3
Corporate Travel Management (UK) Limited
USD Treasury Coy (UK) Limited
GBP Treasury Coy (UK) Limited3
AUD Treasury Coy (UK) Limited3
HKD Treasury Coy (UK) Limited3
Corporate Travel Management (Europe) Limited
Corporate Travel Management (North) Limited
Portall Travel Limited
Arizonaco Limited
AIT Travel Limited
Alpha-Omega (Travel) Limited
Corporate Travel Management (United Kingdom) Ltd
North America
United States of America
4.00%
-
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
-
100.00%
100.00%
100.00%
100.00%
100.00%
-
-
-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
122
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 29. Interest in other entities continued
Company
Radius Travel WTT Limited2
Travel and Transport UK Limited2
Statesman Travel Group Limited2
Statesman Travel Management Limited2
Statesman TMC Limited2
Statesman Travel Limited2
Statesman Travel (Leisure) Limited2
Statesman Travel Services Limited2
Statesman Travel Logistics Limited2
SAS Corporate Travel Management (France)
Corporate Travel Management (Germany) GmbH
Corporate Travel Management (Netherlands) BV
Corporate Travel Management (Switzerland) GmbH
Corporate Travel Management (Sweden) AB
Corporate Travel Management (Czech Republic) s.r.o
Corporate Travel Management (Norway) AS
Corporate Travel Management (Denmark) Aps
Corporate Travel Management (Hungary) Kft
Corporate Travel Management (Poland) SP. z.o.o
MFG Riesen2
Travell inspector GmbH Schweiz2
Statesman Travel Services Private Limited2
Wealthy Aim Investments Limited
Westminster Travel Limited
Westminster Travel (China) Limited
Jecking Tours & Travel Limited
Far Extent Investments Limited
Profit Shine Holdings Limited
Bees.Travel Limited
Corporate Travel Management Limited
CTM Overseas Education Centre Limited
Lotus Travel Group Limited
Lotus Tours Limited
Travel Resources Limited4
Memory Holidays Limited
Westminster Travel (S) Pte. Ltd.
Westminster Travel Limited (Taiwan)
Lotus Tours Taiwan Co Ltd (Taiwan)3
Westminster Travel Limited (Macau)
Beijing Westminster Air Service Limited3
Westminster Travel Consultancy (Guangzhou) Limited
Guangzhou Anlv Travel Service Co Ltd
Region
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Country
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
France
Germany
Netherlands
Switzerland
Sweden
Ownership
2021
%
Ownership
2020
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
-
-
-
-
-
-
-
-
-
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Czechoslovakia
100.00%
100.00%
Norway
Denmark
Hungary
Poland
Germany
Switzerland
India
British Virgin Islands
Hong Kong
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
Hong Kong
Hong Kong
Hong Kong
Singapore
Taiwan
Taiwan
Macau
People's Republic of China
People's Republic of China
People's Republic of China
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
40.00%
40.00%
99.99%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
-
75.10%
75.10%
75.10%
-
75.10%
-
75.10%
75.10%
-
-
-
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
75.10%
1 On 29 October 2020, CTM acquired 100% of the shares of Tramada Holdings Pty Ltd, including all of its subsidiary entities.
2 On 30 October 2020, CTM acquired 100% of the shares of Travel and Transport, Inc., including all of its subsidiary entities.
3 Entities deregistered during the year.
4 Entity disposed of during the year.
5 These subsidiary entities have been granted relief from the necessity to prepare financial reports in accordance with Class Order 2016/785 issued by the
Australian Securities and Investments Commission. For further information refer note 32 'Deed of cross guarantee'.
123
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 29. Interest in other entities continued
(b) Non-controlling interests ('NCI')
The following table summarises the financial information for entities which have a non-controlling interest which is
material to the Group.
The amounts disclosed are before inter-company eliminations.
Summarised Statement of Financial Position
Current assets
Current liabilities
Current net assets
Non-current assets
Non-current liabilities
Non-current net assets
Net assets
Accumulated NCI of the subsidiary
Summarised Statement of Profit or Loss and Other Comprehensive Income
Revenue and other income
Loss for the year
Other comprehensive income/(loss) for the year
Total other comprehensive loss for the year
Loss for the year allocated to NCI
Dividends paid to NCI
Summarised Statement of Cash Flows
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
2021
$'000
2020
$'000
71,549
123,296
(25,763)
45,786
66,687
(11,706)
54,981
(60,815)
62,481
77,827
(20,679)
57,148
100,767
119,629
15,398
19,254
18,238
53,124
(9,581)
(9,840)
(9,334)
4,088
(19,421)
(5,246)
(2,410)
-
(2,439)
2,503
(29,097)
(1,704)
56,359
27,161
(2,091)
(42,600)
Net increase/(decrease) in cash and cash equivalents
25,558
(17,530)
124
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 30. Related party transactions
(a) Parent entities
The ultimate parent entity within the Group is Corporate Travel Management Limited.
(b) Subsidiary entities
Interests in subsidiary entities are set out in note 29 'Interest in other entities'.
(c) Key management personnel compensation
Short term
Post-employment
Long-term benefits
Share-based payments
Total KMP compensation
2021
$'000
3,866
132
112
2020
$'000
3,947
135
(81)
1,956
(1,379)
6,066
2,622
Detailed remuneration disclosures are provided in the Remuneration Report.
(d) Transactions with other related parties
Detailed remuneration disclosures are provided in the Remuneration Report.
(e) Outstanding balances with related parties
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties.
Contingent consideration
Key management personnel1
2021
$'000
2020
$'000
1,293
1,939
1 The balance represents the present value of the contingent consideration to Greg McCarthy, as a part of the acquisition of SCT Travel Group Pty Ltd,
trading as Platinum Travel Corporation.
(f) Terms and conditions
Directors of the Group hold other directorships as detailed in the Directors’ Report. Where any of these related entities are
clients of the Group, the arrangements are on normal commercial terms and conditions and at market rates.
Directors and executives can acquire travel and event management services on normal terms and conditions and at
market rates. There are no amounts outstanding in relation to these transactions at 30 June 2021.
125
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 31. Parent entity information
(a) Summary financial information
The individual financial statements of the parent entity show the following aggregate amounts:
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserve
Retained earnings
Total equity
Parent
2021
$'000
(26,264)
(26,264)
Parent
2020
$'000
27,482
27,482
Parent
2021
$'000
2,359
Parent
2020
$'000
24,032
774,239
462,419
2,095
57,588
17,121
57,990
757,118
404,429
764,984
395,717
(16,477)
8,611
(26,164)
34,876
757,118
404,429
Foreign currency amounts in 2020 have been reclassified from reserves to profit after income tax with no net impact on
previously reported equity.
(b) Guarantees entered into by the parent entity
The parent entity is party to the overall financing arrangements and related security as detailed in note 18 'Borrowings'.
(c) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2021 or 30 June 2020.
(d) Contractual commitments
The parent did not have any contractual commitments at 30 June 2021 or 30 June 2020.
126
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT
The amounts receivable/payable under the tax
funding agreement are due upon receipt of the funding
advice from the head entity, which is issued as soon as
practicable after the end of each financial year.
The head entity may also require payment of interim
funding amounts, to assist with its obligations to pay
tax instalments.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
current amounts receivable from or payable to other
entities in the Group. Any difference between the
amounts assumed and amounts receivable or payable
under the tax funding agreement are recognised as a
contribution to or distribution from wholly-owned tax
consolidated entities.
(iii) Financial guarantees
Where the parent entity has provided financial guarantees
in relation to loans and payables of subsidiaries for no
compensation, the fair values of these guarantees are
accounted for in the parent company and consolidated
financial statements.
Note 31. Parent entity information continued
Accounting policy
The financial information for the parent entity, Corporate
Travel Management Limited, has been prepared on the
same basis as the consolidated financial statements,
except as follows:
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for at
cost in the financial statements of Corporate Travel
Management Limited.
(ii) Tax consolidation legislation
Corporate Travel Management Limited and its wholly-
owned Australian controlled entities have implemented
tax consolidation in accordance with legislation. The head
entity, Corporate Travel Management Limited and the
controlled entities in the tax consolidated group account
for their own current and deferred tax amounts. These
tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone
taxpayer in its own right.
In addition to its own current and deferred tax
amounts, Corporate Travel Management Limited also
recognises the current tax liabilities or assets and the
deferred tax assets arising from unused tax losses and
unused tax credits assumed from controlled entities in
the tax consolidated group.
These entities have also entered into a tax funding
agreement under which the wholly-owned entities fully
compensate Corporate Travel Management Limited for
any current tax payable assumed and are compensated
by Corporate Travel Management Limited for any current
tax receivable and deferred tax assets relating to unused
tax losses or unused tax credits that are transferred to
Corporate Travel Management Limited under the tax
consolidation legislation. The funding amounts are
determined by reference to the amounts recognised in
the wholly-owned entities' financial statements.
127
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 32. Deed of cross guarantee
Corporate Travel Management Limited, Corporate Travel Management Group Pty Ltd, Floron Nominees Pty Ltd,
Sainten Pty Ltd, Travelogic Pty Limited, WA Travel Management Pty Ltd, Travelcorp Holdings Pty Ltd, Travelcorp (Aust)
Pty Ltd, ETM Travel Pty Ltd and Corporate Travel Management (New Zealand), CTMNA Holdings Limited, Corporate
Travel Management North America, Inc, are parties to a deed of cross guarantee, under which each company
guarantees the debts of the other companies.
By entering into the deed, the wholly owned Australian entities have been relieved from the requirement to prepare
a financial report and Directors’ Report under Class Order 2016/785 (as amended) issued by the Australian Securities
and Investments Commission.
These companies represent a ‘closed group’ for the purposes of the Class Order and, as there are no other parties to
the deed of cross guarantee that are controlled by Corporate Travel Management Limited, they also represent the
‘extended closed group’.
The following table presents a Consolidated Statement of Profit or Loss and Other Comprehensive income, Summary
of movements in consolidated retained earnings and Consolidated Statement of Financial Position for the year ended
30 June 2021 of the closed group.
2021
$'000
68,115
39,001
(67,872)
(14,780)
(1,077)
(237)
(12,187)
(19,710)
-
(8,747)
(1,929)
(10,676)
7,888
(2,788)
(25,790)
(25,790)
(28,578)
127,329
(2,788)
-
124,541
2020
$'000
187,244
39,076
(129,948)
(23,268)
(1,392)
(2,488)
(12,482)
(20,014)
(2,659)
34,069
(9,782)
24,287
206
24,493
10,277
10,277
34,770
126,696
24,493
(23,860)
127,329
Statement of profit or loss and other comprehensive income
Revenue
Other income
Employee benefits
Information technology and telecommunications
Occupancy
Travel and entertainment
Administrative and general
Depreciation and amortisation
Impairment
Operating profit/(loss)
Finance costs
Profit/(loss) before income tax benefit
Income tax benefit
Profit/(loss) after income tax benefit
Other comprehensive income/(loss)
Exchange differences on translation of foreign operations
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive income/(loss) for the year
Summary of movements in retained earnings
Retained earnings at the beginning of the financial year
Profit/(loss) after income tax benefit
Dividends paid
Retained earnings at the end of the financial year
128
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 32. Deed of cross guarantee continued
Statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Income tax receivable
Other assets
Total current assets
Non-current assets
Investments
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Related party receivables
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Related Party
Provisions
Total current liabilities
Non-current liabilities
Lease liabilities
Related Party
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Total equity
2021
$'000
12,835
45,719
6,647
1,034
2020
$'000
29,347
23,645
9,625
2,332
66,235
64,949
596,921
301,043
3,693
11,958
261,104
17,231
12,960
5,412
23,320
275,073
5,185
31,254
903,867
641,287
970,102
706,236
49,955
2,650
9,296
2,757
39,770
4,484
60,514
3,732
64,658
108,500
11,752
34,341
-
730
46,823
22,211
55,287
10,537
2,738
90,773
111,481
199,273
858,621
506,963
744,581
(10,501)
124,541
375,314
4,320
127,329
858,621
506,963
129
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 33. Auditors’ remuneration
The auditor of the Group is PricewaterhouseCoopers.
Audit services - PricewaterhouseCoopers
Audit or review of the consolidated financial statements
403,951
521,553
2021
$
2020
$
Other services - PricewaterhouseCoopers
Assurance services
Tax compliance services
Tax advisory services
Other advisory services
5,000
110,795
177,160
14,500
5,000
115,000
146,711
-
307,455
266,711
Total remuneration of PricewaterhouseCoopers Australia
711,406
788,264
Other PricewaterhouseCoopers network firms:
Other services in relation to the entity and any other entity in the consolidated group:
Audit and review of the financial reports
Other assurance services
Tax compliance services
Tax advisory services
Other advisory services
1,136,575
756,951
43,750
6,623
50,242
-
18,369
1,074
63,458
1,407
Total remuneration of PricewaterhouseCoopers network firms
1,237,190
841,259
Non-PricewaterhouseCoopers firms:
Services in relation to the entity and any other entity in the consolidated group:
Audit and review of the financial report
Total remuneration of Non-PricewaterhouseCoopers firms
46,307
46,307
50,125
50,125
130
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 34. Summary of significant accounting policies
(a) Basis of preparation
(b) Rounding of amounts
Amounts in the Consolidated Financial Statements are
presented in Australian Dollars with values rounded to the
nearest thousand dollars, or in certain circumstances, the
nearest dollar, in accordance with the Australian Securities
and Investments Commission Corporations (Rounding in
Financial/Directors' Report) Instrument 2016/191.
Critical accounting estimates
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 2 'Critical
accounting judgements, estimates and assumptions'.
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations
Act 2001. Corporate Travel Management Limited is
a for-profit entity for the purpose of preparing the
consolidated financial statements.
The consolidated financial statements have been
prepared on a going concern basis.
Compliance with IFRS
The consolidated financial statements of the Group also
comply with International Financial Reporting Standards
(IFRS) as issued by the International Accounting
Standards Board (IASB).
The annual financial report is presented in Australian
dollars and all values, where appropriate, rounded to the
nearest thousand dollars ($’000), unless otherwise stated.
These consolidated financial statements have been
prepared under the historical cost convention, as modified
by the revaluation of financial assets and liabilities, fair
value through Consolidated Statement of Profit or Loss
and Other Comprehensive Income.
New standards and interpretations
The IFRIC decision regarding Configuration or
Customisation in a Cloud Computing Arrangement
delivered in March 2021 has been reviewed and
determined to not have a material impact on CTM.
131
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Note 34. Summary of significant accounting policies continued
Associates
Impairment of financial assets
The Group recognises a loss allowance for expected credit
losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive
income. The measurement of the loss allowance depends
upon the Group's assessment at the end of each reporting
period as to whether the financial instrument's credit
risk has increased significantly since initial recognition,
based on reasonable and supportable information that is
available, without undue cost or effort to obtain.
Where there has not been a significant increase in
exposure to credit risk since initial recognition, a 12-month
expected credit loss allowance is estimated. This
represents a portion of the asset's lifetime expected credit
losses that is attributable to a default event that is possible
within the next 12 months. Where a financial asset has
become credit impaired or where it is determined that
credit risk has increased significantly, the loss allowance
is based on the asset's lifetime expected credit losses. The
amount of expected credit loss recognised is measured
on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument
discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value
through other comprehensive income, the loss allowance
is recognised in other comprehensive income with a
corresponding expense through profit or loss. In all other
cases, the loss allowance reduces the asset's carrying value
with a corresponding expense through profit or loss.
Associates are entities over which the Group has
significant influence but not control or joint control.
Investments in associates are accounted for using the
equity method. Under the equity method, the share
of the profits or losses of the associate is recognised
in profit or loss and the share of the movements in
equity is recognised in other comprehensive income.
Investments in associates are carried in the statement
of financial position at cost plus post-acquisition
changes in the Group's share of net assets of the
associate. Goodwill relating to the associate is included
in the carrying amount of the investment and is neither
amortised nor individually tested for impairment.
Dividends received or receivable from associates reduce
the carrying amount of the investment.
When the Group's share of losses in an associate equals
or exceeds its interest in the associate, including any
unsecured long-term receivables, the Group does not
recognise further losses, unless it has incurred obligations
or made payments on behalf of the associate.
The Group discontinues the use of the equity method
upon the loss of significant influence over the associate
and recognises any retained investment at its fair value.
Any difference between the associate's carrying amount,
fair value of the retained investment and proceeds from
disposal is recognised in profit or loss.
Investments and other financial assets
Investments and other financial assets are initially
measured at fair value. Transaction costs are included
as part of the initial measurement, except for financial
assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair
value depending on their classification. Classification is
determined based on both the business model within
which such assets are held and the contractual cash flow
characteristics of the financial asset unless an accounting
mismatch is being avoided.
Financial assets are derecognised when the rights to
receive cash flows have expired or have been transferred
and the Group has transferred substantially all the risks
and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's
carrying value is written off.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through other
comprehensive income include equity investments
which the Group intends to hold for the foreseeable
future and has irrevocably elected to classify them as
such upon initial recognition.
132
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT Note 35. Events after the reporting period
No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
133
Notes to the Consolidated Financial Statements ANNUAL REPORT 2021 Directors'
Declaration
30 June 2021
In the Directors' opinion:
― the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
― the attached financial statements and notes comply with International Financial Reporting Standards as issued by
the Inter-national Accounting Standards Board as described in note 34 'Summary of significant accounting policies'
to the financial statements;
― the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2021 and of its performance for the financial year ended on that date;
― there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due
and payable; and
― at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed
group will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the
deed of cross guarantee described in note 32 'Deed of cross guarantee' to the financial statements.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
Mr Ewen Crouch AM
Chairman
Mr Jamie Pherous
Managing Director
18 August 2021
Brisbane
134
CORPORATE TRAVEL MANAGEMENT
Independent auditor’s report
To the members of Corporate Travel Management Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Corporate Travel Management Limited (the Company) and its
controlled entities (together the Group) is in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its
financial performance for the year then ended
(b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
(cid:3511)
(cid:3511)
(cid:3511)
(cid:3511)
(cid:3511)
(cid:3511)
the consolidated statement of financial position as at 30 June 2021
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the consolidated statement of profit or loss and other comprehensive income for the year then
ended
the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also
fulfilled our other ethical responsibilities in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001
T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
135
Independent Auditor's ReportTo the members of Corporate Travel Management Limited Continued ANNUAL REPORT 2021
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.
The Group provides travel management solutions to the corporate market and operates in four broad
geographic regions, being Australia & New Zealand (“ANZ”), North America, Asia and Europe. The
regional finance functions report to the Group finance function in Brisbane, Australia where the
consolidation is performed.
Materiality
(cid:3511) For the purpose of our audit we used overall Group materiality of $1.7 million, which represents
approximately 1% of the Group’s revenue.
(cid:3511) We applied this threshold, together with qualitative considerations, to determine the scope of
our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements on the financial report as a whole.
(cid:3511) We applied this threshold, together with qualitative considerations, to determine the scope of
our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements on the financial report as a whole. We chose Group revenue because it is
reflective of the Group’s operating activities during the year and provides a level of materiality
which, in our view, is appropriate for the audit having regard to the expected users of the Group
financial report.
(cid:3511) We utilised a 1% threshold based on our professional judgement, noting it is within the range of
commonly acceptable thresholds.
136
Independent Auditor's ReportTo the members of Corporate Travel Management Limited ContinuedCORPORATE TRAVEL MANAGEMENT
Audit Scope
(cid:3511) Our audit focused on where the Group made subjective judgements; for example, significant
accounting estimates involving assumptions and inherently uncertain future events.
(cid:3511)
In establishing the overall approach to the Group audit, we determined the type of audit work
that needed to be performed by us, as the Group engagement team, and by component auditors
in the USA, Hong Kong and the UK operating under our instruction. We structured our audit as
follows:
(cid:1086) We performed audit procedures over the Australia & New Zealand region, in addition to
auditing the consolidation of the Group's regional reporting units into the Group's financial
report.
(cid:1086) Component auditors in the USA, Hong Kong and the UK performed audit procedures over
the North America, Asia and Europe regions respectively.
(cid:3511) For the work performed by component auditors in the USA, Hong Kong and the UK, we
determined the level of involvement we needed to have in the audit work at these locations to be
satisfied that sufficient audit evidence had been obtained as a basis for our opinion on the
Group financial report as a whole. This included active dialogue throughout the year through
discussions, issuing written instructions, receiving formal interoffice reporting, as well as
attending meetings with local management.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context. We communicated the key audit matters to the
Audit and Risk Committee.
Key audit matter
Impairment assessment of the Group’s
goodwill
(Refer to note 25)
At 30 June 2021, the Group recorded $756.9m of
intangible assets, of which $678.3m related to
goodwill.
The goodwill is allocated to four cash generating units
(“CGUs”), being Australia & New Zealand, North
America, Europe and Asia.
As required by Australian Accounting Standards, at
30 June 2021 the Group performed an impairment
assessment over the goodwill balances by calculating
the recoverable amount for each CGU, using
How our audit addressed the key audit
matter
Our procedures in relation to the impairment
assessment of goodwill included, amongst others:
(cid:3511) Assessing the appropriateness of the Group’s
determination of its CGUs
(cid:3511) Developing an understanding of the process
undertaken by the Group in the preparation
of the discounted cash flow models used to
assess the recoverable amount of the Group’s
CGUs (the “impairment models”)
(cid:3511) Assessing the basis upon which the Group
developed the forecast scenarios, and the
probability weighting applied to each
137
Independent Auditor's ReportTo the members of Corporate Travel Management Limited Continued ANNUAL REPORT 2021
Key audit matter
How our audit addressed the key audit
matter
discounted cash flow models prepared on a ‘value in
use’ basis. The recoverable amount of each CGU was
determined by the Group based on three probability-
weighted forecast scenarios, which model recovery
path projections through to FY24.
As a result of the significant impact of COVID-19 on
the Group and the broader travel industry, and the
continued uncertainty with regards to the future
impact of COVID-19 on the Group’s operations, there
is considerable judgement involved in estimating the
expected recovery of the business in the short-term
and long-term and the key assumptions used in the
Group’s impairment valuation models, including
discount rates and long-term growth rates.
Given the degree of judgement involved in the
Group’s impairment models as a result of COVID-19,
and the financial significance of the goodwill
recognised on the Group’s consolidated statement of
financial position, we determined that this was a key
audit matter.
(cid:3511) Assessing the arithmetical accuracy of the
impairment models
(cid:3511) Assessing whether the allocation of assets,
including goodwill, to CGUs, was consistent
with our knowledge of the Group’s
operations and internal Group reporting
(cid:3511) Assessing whether the CGUs included a
reasonable allocation of corporate overheads
(cid:3511) Evaluating the Group’s forecast recovery
path projections through to FY24, by
comparison to external economic and
industry forecasts
(cid:3511) Assessing that the discount rates applied in
the impairment models reflect the risks of
the CGU, with the assistance of PwC
valuation experts
(cid:3511) Assessing the long-term growth rates, by
comparing to economic forecasts, with the
assistance of PwC valuation experts
(cid:3511) Assessing the Group’s consideration of the
sensitivity to a change in key assumptions
that either individually or collectively would
be required for assets to be impaired and
considered the likelihood of such a
movement in those key assumptions arising
(cid:3511) Evaluating the adequacy of the disclosures
made in Note 25, including those regarding
the key assumptions and sensitivities to
changes in such assumptions, in light of the
requirements of Australian Accounting
Standards.
Based on our procedures, for each of the Group’s
CGUs, we found that headroom remained between
the carrying value of the CGU’s assets and the Group’s
calculation of the recoverable amount, and as such, no
impairment of goodwill was identified.
We also compared the Group’s net assets as at
30 June 2021 of $851.5m to its market capitalisation
of $2,931.8m at 30 June 2021, and noted the
$2,080.3m of implied headroom in the comparison.
138
Independent Auditor's ReportTo the members of Corporate Travel Management Limited ContinuedCORPORATE TRAVEL MANAGEMENT
Key audit matter
How our audit addressed the key audit
matter
Recognition and presentation of the Group’s
revenue
(Refer to note 4)
Our procedures in relation to the recognition and
presentation of the Group’s revenue included,
amongst others:
The Group’s provision of travel and related services to
clients drives several different revenue streams.
The recognition of revenue from each of these streams
is dependent upon the terms of the underlying
contracts with customers and suppliers.
Judgement is involved in the recognition of volume-
based incentive revenue, as revenue is accrued over
the contract period based on the expected
achievement of contractual performance criteria
specific to each supplier.
The Group has additional revenue streams following
the business combinations during the year, being
revenue from the sale or inventory and licencing
revenue.
We considered the recognition and presentation of
revenue to be a key audit matter due to the financial
significance of the Group’s revenue, the judgemental
nature of volume-based incentive revenue, and the
disclosure considerations per the requirements of
Australian Accounting Standards.
(cid:3511) Developing an understanding of the Group’s
revenue recognition processes
(cid:3511) Agreeing a sample of recorded fees and
commission transactions to supporting
documents, including customer agreements,
invoices and bank statements
(cid:3511) Agreeing a sample of inventory sales and
licencing revenue transactions to supporting
documents, including customer agreements,
invoices and bank statements
(cid:3511) Utilising data analytic techniques to identify
revenue transactions for our testing of
journal entries
(cid:3511) Comparing on a sample basis, volume based
incentive revenue amounts to supporting
documents, including third party
confirmations, remittances and bank
statements
(cid:3511) Assessing the completeness and accuracy of
the Group’s revenue disclosures per the
requirements of Australian Accounting
Standards.
Accounting for the T&T and Tramada
business combinations
(Refer to note 9)
The Group completed the acquisitions of Tramada
Holdings Pty Ltd (“Tramada”) and Travel and
Transport Inc. (“T&T”) on 29 and 30 October 2020
respectively.
We determined that the accounting for business
combinations was a key audit matter due to the
financial significance of the value of the transactions,
net assets acquired and resultant goodwill arising on
the acquisitions, as well as the level of judgement
involved in the Purchase Price Allocation (“PPA”)
calculations.
The key area of judgement related to the fair value of
the acquired assets and liabilities recognised at
acquisition date, including software, brands and client
contracts and relationships intangible assets.
Our procedures in relation to the accounting for
business combinations included, amongst others:
(cid:3511) Testing of the initial consideration paid for
the acquisitions by obtaining supporting
documentation including bank statements
and the purchase agreement
(cid:3511) Obtaining the purchase agreements to
determine whether any consideration is
contingent on future events
(cid:3511) Testing a sample of acquired working capital
balances to post acquisition date payments
and receipts
(cid:3511) Assessing the Group’s valuation of client
contracts and relationship intangible assets
and brands, with reference to forecast future
financial performance, industry benchmarks
and brand values from recent transactions.
139
Independent Auditor's ReportTo the members of Corporate Travel Management Limited Continued ANNUAL REPORT 2021
Key audit matter
How our audit addressed the key audit
matter
(cid:3511) Assessing the Group’s methodology applied
in valuing software acquired
(cid:3511) Assessing the mathematical accuracy of the
Group’s calculation of the resulting goodwill
arising on the PPA calculations
(cid:3511) Considering the completeness of the
recognition of intangible assets by reference
to the purchase contract and intangible
assets recognised in previous acquisitions by
the Group
(cid:3511) Assessing the accuracy and completeness of
business combination disclosures in the
financial statements 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 2021, 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.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In 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.
140
Independent Auditor's ReportTo the members of Corporate Travel Management Limited ContinuedCORPORATE TRAVEL MANAGEMENT
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of
our auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 51 to 68 of the directors’ report for the
year ended 30 June 2021.
In our opinion, the remuneration report of Corporate Travel Management Limited for the year ended
30 June 2021 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
Michael Crowe
Partner
Brisbane
18 August 2021
141
Independent Auditor's ReportTo the members of Corporate Travel Management Limited Continued ANNUAL REPORT 2021
Shareholder
Information
The shareholder information set out below was applicable as at 27 July 2021
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
Number of
holders of
ordinary shares
10,186
4,084
528
343
40
Securities
3,452,189
8,891,170
3,629,231
7,753,648
112,699,278
15,181
136,425,516
% of Total
Securities
2.53
6.52
2.66
5.68
82.61
100.00
Based on the Company’s closing share price on 27 July 2021 ($21.38), there were 349 holders of less than a marketable
parcel of ordinary shares and together they hold 1,958 shares.
Equity security holders
The names of the twenty largest registered shareholders are listed below:
1. Citicorp Nominees Pty Limited
2. HSBC Custody Nominees (Australia) Limited
3. Pherous Holdings Group Pty Ltd
4. J P Morgan Nominees Australia Pty Limited
5. National Nominees Limited
6. BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C)
7. BNP Paribas Noms Pty Ltd (DRP)
8. Matimo Pty Ltd (Matimo A/C)
9. HSBC Custody Nominees (Australia) Limited (NT-Comnwlth Super Corp A/C)
10. Ms Helen Logas
11. Mr Steven Craig Smith
12. LJP2 Pty Ltd
13. BNP Paribas Noms (NZ) Ltd (DRP)
14. Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
15. Shamiz Pty Ltd (Sami Superfund A/C)
16. BNP Paribas Nominees Pty Ltd HUB24 Custodial Serv Ltd (DRP A/C)
17. Amalfi Trading Pty Ltd (Michael Pherous Family A/C)
18. Mirrabooka Investments Limited
19. BNP Paribas Nominees Pty Ltd Six Sis Ltd (DRP A/C)
20. Ms Karen Ann Shaw
Top 20 Holders
Remaining Holders balance
Grand Total
142
Number Held
Ordinary shares
% of total
shares issued
25,592,580
23,375,888
18,240,000
17,660,916
7,606,619
4,243,446
2,781,383
1,596,807
1,484,429
1,120,710
1,015,665
1,000,000
817,985
792,601
566,393
463,563
354,620
333,000
302,561
278,514
18.76
17.13
13.37
12.95
5.58
3.11
2.04
1.17
1.09
0.82
0.74
0.73
0.60
0.58
0.42
0.34
0.26
0.24
0.22
0.20
109,627,680
80.36
26,797,836
136,425,516
19.64
100.00
CORPORATE TRAVEL MANAGEMENT Shareholder
Information
The shareholder information set out below was applicable as at 27 July 2021
Equity security holders (continued)
Unquoted equity securities
Share appreciation rights
Substantial holders
Number on
issue
Number of
holders
5,937,250
80
As at 27 July 2021, the Company has been notified of the following substantial holders (including associate holdings):
Pherous Holdings Group
Bennelong Funds Management Group Pty Ltd
Mitsubishi UFJ Financial Group Inc.
Number Held
19,240,000
16,192,901
7,598,974
Ordinary shares
% of total
shares issued
14.10
11.87
5.59
Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares voting rights
On a show of hands, every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share
shall have one vote. There are currently no options held.
Share Appreciation Rights
Share appreciation rights have no voting rights.
Securities purchased on-market
During FY21, a total of 2,808 ordinary shares were acquired on-market for the purposes of the Company’s employee equity
plans and the average price per share purchased was $19.69.
143
ANNUAL REPORT 2021 Corporate
Directory
Directors
Secretary
Annual General Meeting
Registered office in Australia
Share registrar
Auditor
Ewen Crouch AM
Jamie Pherous
Jon Brett
Laura Ruffles
Sophie Mitchell
Anne Tucker
The Annual General Meeting of Corporate Travel Management Limited
is scheduled to be held on 28 October 2021 at 11:00am (AEST)
Level 24, 307 Queen Street
Brisbane QLD 4000
Telephone: +61 7 3211 2400
Computershare Investor Services Pty Limited
Level 1, 200 Mary Street
Brisbane, QLD 4000
Telephone: 1300 787 272
Outside Australia: +61 3 9415 4000
PricewaterhouseCoopers Australia
480 Queen Street
Brisbane QLD 4000
Stock exchange listing
Corporate Travel Management shares are quoted on the Australian Securities
Exchange (ASX).
Website address
www.travelctm.com
ABN
ABN 17 131 207 611
144
CORPORATE TRAVEL MANAGEMENT