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Marriott InternationalTHE FUTURE OF
BUSINESS TRAVEL
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2022 | Annual Report
Reconnect. Rebuild.
Rediscover. Reimagine.
2022 has been a year of reconnection, during which our business has demonstrated a tenacity and
appetite to rebuild, rediscover and reimagine the future of business travel; to consider how business
travel will operate and influence growth and prosperity in a post-COVID-19 environment, to redefine
the value of travel management expertise, and to redesign our service and technology offering to
meet the needs of a new and evolving travel landscape.
As travel activity returns at pace around the world, our business and employees have embraced the
‘travel reset’ by designing new and enhanced customer solutions to support safer, more sustainable
and more effective business travel.
Travel is back, and our business is primed for the
rebound – larger, stronger, more relevant and
impactful than ever before.
22
In this report
Financial Highlights
Chairman's Report
Managing Director's Report
Board of Directors
Executive Team
Sustainability Report
Financial Report
4
6
8
10
12
14
46
3
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022
Financial
Highlights.
$5.1B
TOTAL TRANSACTION VALUE
$388.7M
$59.8M
UNDERLYING EBITDA
$3.1M
TOTAL REVENUE AND OTHER INCOME
STATUTORY NPAT ATTRIBUTABLE TO OWNERS
$142.1M
CASH
$18.52
CLOSING SHARE PRICE
2021 ‒ 2022 Performance Highlights
Rapid acceleration in performance as COVID-19 becomes endemic
USA, EU, AU/NZ regions all profitable for the year on an underlying EBITDA basis, with 4Q22 acceleration in activity
providing strong momentum into FY23.
CTM is a much larger business post-COVID-19
Estimated to be fourth largest global travel manager in the world. Key acquisitions of Travel & Transport, Tramada,
Helloworld Corporate and Safe2Travel through the COVID-19 cycle creating transformational change. On full recovery,
the business is approximately 75% larger than pre-COVID-19 with most exposure in regions with the strongest organic
growth opportunity.
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
With no debt and $142.1 million cash, CTM has a resilient balance sheet to manage through the recovery period
and beyond.
44
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.
NORTH
AMERICA
EUROPE
$83.9M
AUS/NZ
$69.8M
ASIA
$17.3M
$217.7M
$388.7M
TOTAL REVENUE AND
OTHER INCOME
NORTH AMERICA
EUROPE
56%
22%
ASIA
4%
TOTAL REVENUE
AND OTHER INCOME
TOTAL REVENUE
AND OTHER INCOME
TOTAL REVENUE
AND OTHER INCOME
AUS/NZ
18%
TOTAL REVENUE
AND OTHER INCOME
5
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Chairman’s
Report
Dear Shareholder
Year in review
After two years of significant operating challenges for the
Company and the travel industry globally, Corporate Travel
Management has benefited from a strong rebound in activity in all
of the markets in which government-mandated travel restrictions
have begun to ease. CTM’s flexible and resilient business model
enabled the Group to adapt quickly to the disruptions from border
closures, quarantine requirements and other travel restrictions,
while maintaining a robust financial position.
The CTM value proposition of personalised customer service and
proprietary technology has strengthened the Group’s competitive
position in supporting customers’ travel needs in the complex
and fast-changing environment resulting from the pandemic.
Combined with CTM’s global scale and financial strength, this
focus on customers resulted in the Company gaining market share
in all of its operating regions and allowed the Group to grow and
diversify through targeted acquisitions during the year. The Group
has emerged from the extraordinary challenges of the last two
years a larger, more efficient and diversified business.
The Group has emerged from the extraordinary challenges of
the last two years a larger, more efficient and diversified business.
Financial Performance
Dividend
The financial performance of the Group reflects the
significant impact from the COVID-19 operating
environment. The Group reported a statutory Net
Profit After Tax attributable to owners of $3.1 million
compared to the prior year loss of $55.4 million. Excluding
one-off or non-recurring items, underlying Net Profit
Before Tax was $22.3 million. This was a resilient
performance in the face of major volatility in corporate
travel activity, underpinned by a combination of prudent
cost management and a diversified revenue stream
from our clients globally.
The Group maintained its strong liquidity position,
finishing the year with $142.1 million in cash, no debt
and committed available facilities of $100 million at
30 June 2022. The Group’s strong financial position
enabled it to refinance its debt facilities , reduce
costs and increase flexibility.
Revenues grew through the year, accelerating in the
fourth quarter. The investment in staffing levels and in
proprietary technology positioned CTM to be able to
service its customers effectively as corporate travel activity
recovered rapidly, in all regions except Asia, where travel
restrictions in China remain in place.
In view of the Group’s performance in the final quarter of
the financial year and the outlook for FY23, the Directors
determined to pay an unfranked dividend of 5 cents per
share on 5 October 2022. It remains the Board’s policy
to provide shareholders with returns through dividends
equivalent to 50% of the Group’s Net Profit After Tax in
future periods.
Acquisitions and Capital Raising
The acquisition of Helloworld’s corporate and
entertainment travel business in Australia and New
Zealand (ANZ), which was announced on 15 December
2021, is highly complementary to CTM’s existing ANZ
operations. The acquisition gives the Group an established
presence in a number of attractive industry verticals,
including entertainment, film, music and the arts,
which are expected to perform strongly as the market
returns to more normal levels of corporate travel activity.
Since acquisition CTM has focussed on resourcing the
Helloworld corporate business creating clear cultural
alignment, offering maximum value to customers through
personalised service and technology.
The acquisition was funded by a combination of cash
6
($100 million) and CTM shares
($84.8 million) issued to Helloworld.
The cash component was funded
by a fully underwritten institutional
placement and share purchase plan.
We were delighted by the strong
support for the capital raising and
we thank our shareholders for their
participation.
The Group extended its Asian
footprint with the acquisition of
Safe2Travel in Singapore in April
2022, and the opening of a Japan
office in May 2022. These additions
will allow CTM to meet increasing
customer demand for domestic and
international travel in the region, in
anticipation of activity rebounding
once restrictions are fully lifted
across Asia.
The integration of the Travel and
Transport business, which was
acquired in October 2020, has been
largely completed. This acquisition
has given CTM an expanded footprint
in North America, the world’s largest
corporate travel market, which is now
returning to pre-pandemic levels of
corporate travel activity. CTM North
America has capitalised on this
opportunity and is leading the
Group in terms of client wins.
In July 2022, the Group acquired
1000 Mile Travel Group, a network
of independent experts specialising
in personalised SME business travel
services across Australia and the
UK. 1000 Mile Travel Group is a
complementary extension to CTM’s
services amid heightened demand
for travel expertise to support a
rapidly rebounding market.
Sustainability
As part of our growing commitment
to sustainability, CTM appointed
our first Global Head of ESG and
Sustainability during the year.
This role will assist in driving
thought leadership on ESG
principles, data collection and
focus on the material risks and
opportunities that we believe will
underpin CTM’s sustainability over
the medium to long term.
Year ahead
CTM is primed to benefit from the
recovery in corporate travel as activity
returns to pre-pandemic levels across
all of our major markets. Through the
acquisitions that have been made
over the last two years, with the
strong support of our shareholders,
and our continued investment in our
technology, people and processes,
CTM is a larger, more efficient and
more diversified business than before
the onset of the enormous disruption
caused by COVID-19.
Despite some challenges in airports
and airlines re-establishing their
operating rhythms, we also expect
that CTM will recover more quickly
than the corporate travel sector in
general. Emerging travel patterns
and customer feedback show us that
customers place a high value on face
to face connection, especially after
two years of travel restrictions. Our
value proposition of personalised
service, proprietary technology and
measurable value for customers, is
well-suited to meet this demand.
CTM continues to build its future
with prudent planning and risk
management at the centre of
business strategy, and remains
confident our business model
supports the Group’s return
to sustainable growth in
shareholder value.
On behalf of the Directors, I would
like to thank all CTM team members
for their continued efforts to deliver
personalised travel experiences for
our customers. I would also like to
thank our clients and shareholders
for your continued support.
Yours sincerely,
Ewen Crouch AM
Chairman,
Corporate Travel Management
Limited
17 August 2022
Our 2021/22 Sustainability Report
is centred around four key pillars
– Governance, Planet, People and
Prosperity – that align to our guiding
reporting framework provided by
the World Economic Forum. We
recognise the need to continue to
enhance our sustainability reporting.
Our continued success is dependent
on meeting the expectations of
our key stakeholders, including
our customers, staff, investors
and financiers. We continue to
engage with our stakeholders on
sustainability matters to understand
their views and insights as ESG
expectations and reporting standards
evolve. In the year ahead, we are also
taking concrete steps to improve key
focus areas relating to data maturity
and reporting on material issues.
People and Remuneration
The rebound in travel activity has
supported an increase in employee
numbers. It has been particularly
pleasing to welcome many former
employees back to the Group.
This is an endorsement of CTM’s
organisational culture, which is a key
differentiator for our business and a
critical part of the Group’s success.
Nevertheless, recruitment remains
a challenge across the travel
industry and is impacting the travel
experience in all markets. CTM is
implementing a range of programs
across all regions to broaden the
focus of recruitment and attract a
new generation of professionals to
the industry. The Group has also
continued to invest in improving
automation and streamlining
processes, to create greater
efficiencies and allow more time
for our people to offer personalised
service to address complex customer
service demands.
As explained in more detail in the
Remuneration Report, this year for
the first time, the Non-executive
Directors exercised discretion to
vest a tranche of the Company’s long
term share incentive plan.
This reflected both the comparative
strength of the Company’s
performance across the sector
during the last 2 years as well as
conforming the treatment
of executives and employees
between regions.
7
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Managing
Director's Report
FY22 has been a stop-start year with a number of COVID-19
variants restricting travel in the second and third quarters of
the financial year. However, as COVID-19 became endemic, we
experienced a rapid rebound in travel in the fourth quarter as
regional and international travel restrictions lifted at speed around
the world. Our customers and employees have embraced the
opportunity to reconnect through travel with renewed energy and
an unwavering optimism for the future of travel.
Our customers’ actions speak confidently to the value of face-
to-face connectivity in a post-COVID-19 world, with 4Q22 Group
revenue exceeding that of the same period in FY19 (pre-COVID-19).
CTM’s Global Customer Survey, conducted in May 2022, found that
80% of respondents expect to travel more or the same amount in
the coming 12 months as they did pre-pandemic.
During the pandemic, we committed to maintaining a healthy
level of service and technology resources within our businesses
to support our customers’ ongoing travel needs in a complex and
fast-changing environment. That said, resourcing remains the
travel industry’s most significant challenge.
The wider travel industry continues to face unprecedented
staffing challenges across every travel vertical, from airline
crews and service agents to baggage handlers, hospitality
staff and beyond. The knock-on effect on customer service
experiences can be felt across every customer touchpoint
and remains our number one priority as we move into the
new financial year. Our teams have delivered innovation
in our employee recruitment, training, onboarding
and retention initiatives to ensure we are attracting
and retaining the best talent in the industry. We have
implemented a range of new recruitment programs,
including ‘CTM Onboard’ and ‘CTM Academy’ to fast-track
new entrants and returning travel talent to the front-line
servicing teams in just three weeks, providing near-
immediate gains for our customers and workforce. Our
teams continue to deliver enhanced internal efficiencies
by implementing advanced automation and new
technologies across every area of business operations,
providing our employees with more time to deliver high-
touch customer service experiences.
People & Culture
CTM has emerged from the pandemic a larger, stronger
and more relevant travel provider, closing the FY22 year
with 2,855 FTE employees across four global regions.
Our people and culture are the cornerstone of CTM’s
success, and our team's ongoing commitment to
service excellence and innovation continues to ensure
our business remains agile and responsive to the fast-
changing needs of our customers and the travel industry.
Central to our People strategy is ensuring that our
workplaces and corporate culture foster a strong sense
of empowerment, collaboration and innovation whilst
supporting equality of opportunity and a healthy work-life
balance. Our employees have shown incredible resilience,
commitment and comradery through a challenging
period of physical disconnection. This year, we were
excited to welcome our teams back to our office spaces to
reconnect with peers, while continuing to support a blend
of in-office, work-from-home and remote employment to
support our employees’ and customers’ needs.
We are equally delighted to have resumed a range of
highly valued employee initiatives throughout the year,
including our CTM Star awards, face-to-face meetings,
community engagement and fund-raising initiatives,
social events, client engagement events, and our
employee engagement survey ‘The Vibe’. Employee
engagement and satisfaction is central to our ongoing
business performance, and we are pleased that our Vibe
survey results demonstrate 89% staff engagement in
all regions, with highlights being a 99% score for staff
prepared to 'go the extra mile’ for our clients and a 98%
score for both empowerment and being an inclusive
workplace with equal opportunity for all in terms of
progress and development at CTM. These results bode
well for our customers and staff into FY23.
8
Growth and Diversification
Sustainability
CTM’s financial performance
throughout the pandemic
positioned the business to
capitalise upon a number of
further strategic opportunities
throughout the year. These
include the acquisitions of
Helloworld Corporate and
entertainment businesses
(Australia and New Zealand)
and Safe2Travel (Singapore).
After the financial year, CTM
acquired 1000 Mile Travel Group, a
network of independent experts
specialising in personalised SME
business travel services across
Australia and the UK. CTM also
established an office in Tokyo,
Japan to support client growth
in the region.
These acquisitions present our
business with exciting growth and
diversification opportunities in
high performing travel verticals,
regions and operating models,
including SME business travel and
global corporate travel. Each of
these businesses, their employees
and customers will benefit from
CTM’s global buying power,
servicing capabilities, proprietary
technologies, and global network.
CTM today is estimated to be the
fourth largest corporate travel
management company in the
world. Our goal has never been
to be the biggest, but purely to
be the best travel management
provider, employer and partner
in every market we operate
in. As our company, team and
capabilities continue to expand
globally, our ability to offer
superior global servicing and
technology solutions to meet the
needs of complex global travel
programs continues to grow. In
FY22, our newly formed Global
Customer Solutions (GCS) team
developed and delivered an
enhanced service and technology
framework specifically for the
global travel program segment,
underpinned by CTM’s enviable
financial stability, global scale,
buying power, proprietary
technology and global network
to develop a truly unique offering
for global customers.
Sustainability remains a key focus
for our business, our employees,
our clients and the broader travel
industry. We are delighted to have
appointed a new role of Global
Head of ESG & Sustainability in
FY22, at a pivotal time as global
travel activity returns at speed.
Being a service industry, CTM’s
carbon footprint is relatively light.
We recognise and embrace the
opportunity we have to make
a positive impact on the planet
by putting our technology
and insights into the hands of
thousands of businesses across
the globe, to enable them to
make more informed travel
decisions. In FY22, we continued
to invest in delivering sustainable
travel solutions to our customers,
including enhanced carbon
insights, tracking and offsetting
capabilities via our online booking
tool, Lightning, as well as advanced
carbon and traveller wellness
reporting in our CTM Data Hub
reporting tools, and through
our carbon offset program in
partnership with South Pole.
In Conclusion
As we enter the new financial
year, I would like to take this
opportunity to thank the Board,
management team and all CTM
employees for their continued
commitment to excellence. Their
passion and dedication to CTM and
the travel industry remains central
to our business’s outstanding
performance in FY22 and beyond.
I also wish to thank our valued
customers, suppliers, partners and
shareholders for your ongoing
support throughout the year,
and I look forward to delivering
continued value through our
partnership in the year ahead.
Yours sincerely,
Jamie Pherous
Managing Director,
Corporate Travel Management
Limited
17 August 2022
Strategic
initiatives
The Group focused on the
following key strategic
initiatives for FY22.
Continued Organic Growth:
― Enhancing our value
proposition to meet client
needs across the CTM global
network, including a team
dedicated to the strategic
global client segment.
Technology Developments
Adapted to COVID-19:
― This included our Covid
Data Hub, carbon insights
and other enhancements to
our Lightning booking tool
to better inform clients as
they return to travel.
Productivity and
Internal Innovation:
― Internal innovation feedback
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.
Staff Recruitment:
― We welcomed back
approximately 950 staff
during the second half of
FY22 and invested heavily in
‘out of the box’ recruitment
programs to offer those
outside of travel the
opportunity to build a
career at CTM.
Integration in North America:
― After the acquisition of
Travel and Transport in
October 2020, our goal was
to move all clients onto one
platform and this is largely
complete, providing a
sound and scalable growth
platform into future years
for this region.
9
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Board of Directors
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 qualified Chartered
Accountant, specialising in
business services and financial
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 now concentrates on her
Board roles and is the Chairman
of ASX-listed Apollo Tourism &
Leisure Limited. She is also a Non-
executive Director of Morgans
Holdings (Australia) Limited and the
Morgans Foundation Limited, Chair
and Independent Non-executive
Director of Healthcare Logic Global
Limited (unlisted public company –
Healthcare Software), and Chairman
of Australian Super’s Queensland
Advisory Council.
She was a Non-executive Director
of Silver Chef Limited (September
2011 – December 2019), Flagship
Investments Limited, Australia
Council for the Arts, and a
member of the Takeovers Panel
between 2009 and 2018.
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.
Mr Crouch is a Non-executive
Director of BlueScope Steel Limited
(since March 2013) and Chair and
Non-executive Director of AnteoTech
Limited (since April 2022). He is a
Fellow of the Australian Institute of
Company Directors and a director
of Jawun (since September 2015).
He served as a member of the
Takeovers Panel from 2010-2015, as
a member of the Commonwealth
Remuneration Tribunal from
2015 – 2019, as a director of Sydney
Symphony Orchestra from 2009 –
2020 and as a Non-executive Director
of Westpac Banking Corporation
from 2013 to 2019.
10
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.
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. John is a
Non-executive Director of Mobilicom
Limited (since September 2018).
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.
11
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 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.
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.
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.
12
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.
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, Singapore and Japan. He
currently serves on the Executive Committee of the Society of IATA Passenger
Agents (SIPA) and IATA Agency Programme Joint Council – Hong Kong (APJC),
and a Director of World Travel Agents Associations Alliance (WTAAA).
13
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Sustainability
Report
Our Purpose
Our Sustainability Strategy
Principles of Governance
Planet
People
Prosperity
Conclusion
16
18
22
28
32
36
44
1414
Driving sustainability
throughout our business
Corporate Travel Management Limited ('CTM' or 'the
Company') presents its FY22 Sustainability Report which
provides an update on progress during the year and
plans for FY23. CTM continues to work towards improving
oversight and management of sustainability issues and
risks over the long term.
CTM’s Sustainability Strategy continued to evolve in FY22 but not at the speed the Board would have liked, with the
prioritisation of shorter-term issues required to manage the disruptive impacts of COVID-19 and the challenges created
from the rapid recovery in demand in the fourth quarter.
CTM appointed a Global Head of ESG and Sustainability to oversee ESG in May 2022 who will review and oversee execution
of our global Sustainability Strategy with the support of the Board and the senior leadership team globally. In FY23, we will
focus on better defining sustainability materiality, including a deeper understanding of key stakeholders’ perspectives and
development of a relevant data set to assist monitor the execution of our Sustainability Strategy into the future.
In FY22, we measured our Scope 1, 2 and Scope 3, Category 6 – Employee Travel GHG emissions, allowing us to better
understand its carbon footprint. In FY23, we will develop Scope 1 and 2 GHG emission targets and further define and
measure our Scope 3 GHG emissions that are material to the business.
Our Sustainability Strategy has four key pillars – Governance, Planet, People and Prosperity. The following report provides
an update on FY22 achievements and developments, and an outlook for FY23 under these four pillars.
Looking further ahead, our longer-term success is dependent on meeting the expectations of our key stakeholders
including our people, clients, suppliers, industry partners, shareholders, investors and financiers. In FY23, we want to
deepen our understanding of our stakeholder expectations and adjust our Sustainability Strategy to reflect priorities.
By combining innovative thinking with long-term planning and collaboration, we are confident that we can balance
economic drivers with environmental, social and governance sustainability initiatives for the benefit of all our stakeholders.
We have drawn on the following resources to guide us in our sustainability journey:
15
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Our Purpose
Established in 1994, CTM’s clear purpose has remained
unchanged; that is to continue to deliver an enhanced value
proposition to our clients and their corporate travellers.
CTM’s culture is founded on the principle of empowering its people through good processes coupled with excellent
training. Our commitment to deliver a strong return on investment to clients is underpinned by intuitive industry-leading
technology and highly personalised service. The sustainability performance we deliver within CTM is inextricably linked to
our vision, mission and values, summarised below.
Our purpose is to be recognised as the global leader in travel management solutions, an innovative and inspiring company
of choice for our stakeholders which improves customer experience and brings positive change.
Our Vision
To be recognised as the global leader 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 Values
Exceed to Service
Excellence is a habit
not an act
Innovate to
Generate
Innovation in thinking
and doing what
nobody else does
Trust to Succeed
Belief is what
makes a person,
team, company and
community stronger
Empowered to
Achieve
The power to make
the right decision to
achieve great results
Collaborate to
Perform
Recognise to
Reward
Through teamwork
wonderful things will
be achieved
Celebrate and
acknowledge when
we have accomplished
something special
Play to Win
People are successful
when they have fun in
what the do
16
17
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Our Sustainability Strategy
In developing the Sustainability Strategy, CTM has drawn
on our Purpose, Mission and Values, and focus areas based
on the World Economic Forum’s ('WEF’s') reporting pillars:
Principles of Governance, Planet, People and Prosperity.
Our Sustainability Strategy
Our Purpose: To drive environmental, social and governance sustainability principles which provide long-term
support to our business, stakeholders and the communities in which we operate.
Our sustainability
pillars
Governance
Planet
People
Prosperity
Our long-term
commitment
To provide good
governance beyond
compliance to
create long-term
value for our
stakeholders
To enable a socially
responsible
mindset to
proactively reduce
our impact on the
environment
To support our
people reach
their potential
with dignity and
equality in a healthy
environment
To deliver a positive
impact to our
stakeholders in
harmony with our
progress
Data Visibility &
Reporting
Carbon Emissions
Provide an equal
opportunity for all
Positive contribution
to employment
Our key
focus area
Accreditation &
Disclosures
Stakeholder
Engagement
Resource Efficiency
Health & Wellbeing
Community Benefits
Carbon Offsets
Skills & Development
Technology & Innovation
Our sustainability purpose is aligned to the United Nations Sustainable Development Goals (SDGs) which are the blueprint
to achieve a more suitainable future. We have identified seven that inform our objectives to deliver the greatest impact.
18
Stakeholders and
stakeholder engagement
Financiers
Employees
CTM values stakeholder engagement, which
we believe is vital to build and expand on
issues that impact our stakeholders and their
decisions, provides critical foundations for
short-, medium- and long-term strategy
and performance monitoring, and allows
resources to be targeted on key focus areas
of material importance.
CTM’s key stakeholders are illustrated in
the diagram, right.
Regulatory
Bodies
Clients
Suppliers/
Partners
Investors
The table below sets out how we engage with each of our material stakeholder groups:
Stakeholder
Engagement Methods
Employees
― Communication including business update sessions, intranet and newsletters
― Regular face to face employee and leader meetings, and monthly check-ins
― Feedback loops including our annual VIBE Surveys
― Training sessions providing awareness to sustainability strategy and initiatives
Clients
challenges for short to long-term needs
― Participation in industry events and conferences
― Direct client engagement on key focus issues and emerging business and sustainability
― Annual General Meeting and Investor roadshows
Investors (Including
Reporting Disclosures)
― Direct engagement with larger shareholders, advisors and analysts
― ASX releases, interim and full year result reporting and presentations
― Participation in investment market events and conferences
Suppliers / Partners
― Discussions, questionnaires and audits throughout the procurement process
― Direct engagement with suppliers / partners throughout the contract lifecycle
― Participation in industry events and conferences
― Modern Slavery Surveys
Regulatory Bodies
― Membership of and participation in industry associations
― Policy submissions, participation in working groups and engagement meetings
― Liaison with regulators in the jurisdictions in which we operate
― Submission of recognised sustainability rating questionnaires
Financiers
― Direct engagement
― Participation in industry events and conferences
19
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Materiality of
sustainability topics
Materiality identifies topics
that substantively influence
and impact the assessments,
decisions, actions and
performance of CTM and / or
its stakeholders in the short,
medium and / or long term.
Based on initial stakeholder
feedback, the following
sustainability aspects have
been identified in the
materiality diagram.
2020
Materiality Topics
Key:
Governance
People
Planet
Prosperity
Environmental
sustainability
Data privacy
and security
Climate change
and GHG emissions
Cost
effectiveness
Business
ethics
Responsible
digitisation
Responsible
procurement
Customer
satisfaction
Health, safety and
wellbeing
Anti-corruption
and bribery
Diversity and
equality
Responsible
investment and
financing
Board composition
and diversity
Responsible
and sustainable
travel
Positive
community
impact
Resource
efficiency
Policy
development
Skills
pipeline
Executive
compensation
Waste
reduction and
recycling
Colleague
attraction and
retention
Social
sustainability
Innovation and
technology
l
s
r
e
d
o
h
e
k
a
t
s
o
t
t
n
a
v
e
e
R
l
Relevant to CTM
Aligned to CTM’s Sustainability Pillars; Governance, Planet, People and Prosperity, the material issues
identified, above are discussed within this report. Consistent with our purpose and values, these material
issues are addressed in our FY23 Sustainability Strategy.
Looking ahead to FY23
In FY23, CTM will implement a focused framework to facilitate our understanding of the materiality of our
stakeholders’ short-, medium- and long-term sustainability challenges. A consistent approach to assessing
the materiality requirements of our stakeholders will be developed to meet the AA1000 Accountability
Principles and AA1000 Stakeholder Engagement Standards.
21
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022
Principles of Governance
CTM’s Governance model is fundamental
to achieving our long-term sustainability.
Defining and monitoring our purpose, governance framework, ethics and integrity,
and risk management framework, together provide the material governance
foundations required to create long-term value for our stakeholders.
2222
Governance framework
We recognise the importance of good corporate
governance practices which oversees the setting,
monitoring and execution of a company’s aspirations
towards effective management of economic,
environmental and social aspects and impacts.
CTM’s Board of Directors provides strategic direction
and oversight of management practices to protect and
enhance the reputation of CTM to our stakeholders.
The Board regularly reviews our governance
practices in light of CTM’s corporate governance and
industry developments, applicable legislation and
standards, as well as stakeholder expectations.
Ethics and integrity
CTM values the fundamental principles of ensuring all
business dealings and interactions with all stakeholders,
including employees, clients, customers, suppliers and
the general public are conducted professionally, legally,
ethically and with honesty and integrity at all times.
CTM’s Code of Conduct is based on that principle.
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.
Details of our Governance framework can be found within
our Corporate Governance Statement on our website.
We have annual training requirements for all staff
to ensure they understand their responsibilities
with regards to our policies and procedures
relating to Code of Conduct, Whistleblower, Anti-
Bribery and Corruption, Risk Management, Privacy,
Securities Trading, Workplace Health and Safety,
Equal Opportunity and Diversity policies.
Achievements in FY22
CTM learning portal
launched for all
compliance training
Consistent modules
delivered across the
globe
Locally specific
compliance modules
aligned to each
region’s legislation
Monthly individual
user reporting
Automated
compliance assigned
training for all new
starters
Nil CTM policy
breaches reported
Nil Whistleblower
issues
Details of our policies concerning ethical and integral conduct can be found on our website.
23
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Modern Slavery
Our assessment and understanding of CTM’s exposure to
Modern Slavery risks has resulted in an outcome of Very
Low – Low risk of modern slavery within our supply chain.
We will continue our efforts to ensure the network we
partner with is a market where people are never exploited.
Further details regarding our approach to Modern Slavery
risks can be found on our website.
Risk oversight
Risk management forms a core part of our
day-to-day business. The risk management framework,
which is overseen by the Audit and Risk Committee,
enables the implementation of risk management
approaches that appropriately manage different types of
risk and connect with CTM’s business plan. CTM’s senior
leadership team and management is responsible for
the identification, evaluation and monitoring of material
enterprise 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. Material aspects and impacts identified through
this process are further assessed alongside the business's
materiality analysis to further form our short-, medium-
and long-term sustainability goals and targets. Further
details on both the Audit and Risk Committee Charter and
Remuneration and Sustainability Charter
can be found on our website.
In addition to managing our own risks, we have
continued to support our clients with sophisticated risk
management tools, including traveller tracking and
emergency communications, and the CTM COVID Hub
to support our clients’ employees to travel more safely,
efficiently and cost-effectively. In support of our clients
during the post-COVID-19 environment, we have further
enhanced our COVID Hub to focus on pre-trip intelligence
and traveller preparation by providing real-time global
data and information relating to travel restrictions such as
border controls, quarantine requirements, travel permits
and destination health insights.
24
Opportunity oversight
This risk framework also enables CTM to be in a
position to capitalise on opportunities aligned with
CTM’s strategic direction, such as the acquisitions
of Helloworld Travel Limited's corporate and
entertainment brands this financial year. This
further allows CTM to expand the scale, technology
and talent our business offers to industry.
Data security and privacy
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. As such, 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 which are regularly
reviewed and updated.
CTM is certified to internationally recognised
security and compliance standards including
ISO/IEC 27001:2013 International Standard for
Information Security Management, Payment Card
Industry Data Security Standard (PCI-DSS) and
Service Organisational Control (SOC2).
25
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Performance against FY22 Governance Pillar goals
Theme
What
Initiative
Goal
Status
Governance
Data availability
Capture and report quarterly
(where appropriate) on
material items
Define the reporting framework
regarding the definition,
accountabilities, frequency of
data capture and reporting
transparency
Ongoing
1. Document a stakeholder
engagement framework
before 1H 2022
1. Engage with stakeholders to
understand what is important
to them regarding
sustainability at CTM
Complete
Governance
Stakeholder
engagement
2. Develop and perform
stakeholder engagement
surveys before Q2 2022
3. Include questions about
sustainability in The Vibe
employee survey in FY22
2. Determine how the results
from the engagement surveys
are to be used / reported
Complete
Data Security
and Privacy
Appropriate
use, storage
and protection
of confidential
information
1. No reportable breaches
Nil
Training, policies and security
measures kept up to date
2. All privacy and data security
training completed
Ongoing
3. All policies up to date
Complete
A FY22 Governance Pillar goal was to seek ISO26001:2010 accreditation – Guide to Social Responsibility. After consideration,
CTM has decided to align its operations and performance to the requirements of recognised reporting platforms to
provide our stakeholders and shareholders a robust viewpoint into CTM’s sustainability performance including business
conduct, financial risk planning and social cultures embedded within the business.
Looking ahead to FY23
CTM will continue its review of relevant policies to ensure
the correct level of governance standards are implemented
as per CTM’s values. CTM strives to continually improve its
approach to and delivery of good governance principles.
CTM will implement a rigorous Climate Risk and
Opportunity Assessment process in accordance with
the recognised Task Force on Climate Related Financial
Disclosures (TCFD) to ensure the Transitional and Physical
risks applicable to CTM are identified, disclosed and
integrated into CTM’s operating rhythm.
2626
27
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Planet
CTM is committed to a range
of initiatives that support
incorporating sustainability
into our business practice.
In every region we operate, we implement initiatives with
the aim to reduce our environmental footprint across every
aspect of our business. In line with our Environmental Policy,
CTM is committed to a range of initiatives that support
building sustainability into our business practices, including
the following commitments:
― Reducing our environmental footprint
― Fostering innovation through strategic partnerships
― Engaging, educating and inspiring our people to
make a difference to the environment, and
― Developing a Net Zero (carbon positive) plan.
2828
Direct impact
As well as supporting our clients and customers to reduce their carbon footprint(s), CTM actively strives to
reduce our GHG emissions as far as practicable. In FY22, our identified Scope 1, 2 and Scope 3 GHG emissions
were as follows:
Scope 1
Scope 2
Scope GHG Emissions Source
FY21
Purchase of gas for heating
NA
FY22
6 tCO2e
Scope 3 – Category 6
Employee air travel
235tCO2e
515tCO2e
Purchase of electricity
936tCO2e
1,403tCO2e
% change
NA
49.9%
119.1%
The 49.9% increase in Scope 2 emissions from the purchase of electricity reflects the growth of the business
through acquisition and the return of people to our office buildings during FY22. CTM will continue to assess
and scrutinise the property portfolio to ensure it is fit for purpose and representative of our employee needs.
CTM's Scope 3 - Category 6 GHG emissions increased with a return to business travel by our employees. 100%
of the Scope 3 GHG emissions generated by our employees’ air travel were exchanged for Carbon Credits
Units through our partnership with South Pole including investing in sustainability projects including the
Changbin and Taichung Wind Project in Taiwan, Crow Lake Wind Farm Project in the United States and the
Mount Sandy Conservation Project in Australia.
In addition to our own air travel, CTM has a direct impact on the environment from our actions and
behaviours within the offices we occupy. We continue to focus on material and resource management by
focusing on the following:
CTM's goal is for all office equipment to be treated as a resuable commodity.
― All paper, if utilised,
is recycled through
a reputable service
provider
― Packaging cardboard
is recycled through
a reputable service
provider
― All ink cartridges for
― Redundant IT
copiers and printers are
returned to be refilled
or recycled
― All kitchen items are
reusable, eliminating
single use items
equipment is recycled
through social
enterprises where
possible
― Old office furniture
and unused office
supplies are donated
where possible
As part of CTM awareness communications throughout the business, we encourage our people to actively
join environmental initiatives such as Recycling Week and Earth Hour.
Redundant IT equipment is administered through LiteHaus International.
LiteHaus International utilised these materials for repurposing, putting digital
devices in the hands of people who do not have the means to obtain these
devices across Australia, Papua New Guinea and beyond the Pacific. LiteHaus'
mission is to fight digital illiteracy, provide access to digital technologies within
underprivileged communities and, by doing so, affording
them the abilities to become leaders and succeeders in
their communities and beyond. Items not suitable for
repurposing are further deconstructed and recycled.
29
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 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. Our approach to ensure our longer-term
sustainability is to deliver innovative travel solutions which
assist our clients to achieve their own sustainability goals.
We have developed a CTM Climate+ program in
partnership with South Pole providing an ‘ecosystem’ of
services and technology solutions that help customers
improve the sustainability of their travel program.
CTM’s Climate+ program consists of an ‘ecosystem’ of services and technology solutions that help customers
improve the sustainability of their travel program by:
The CTM Climate+ Ecosystem
― Making more informed travel decisions
― Understanding the impact of these travel decisions
― Making a difference to people, communities and the environment
MORE INFORMED
DECISIONS
UNDERSTANDING
YOUR IMPACT
MAKING A
DIFFERENCE
CTM’s proprietary online booking tool (OBT) Lightning
puts the user front and centre of the travel booking
process, empowering them to make more sustainable
travel decisions with:
CTM’s Data Hub reporting tool gives customers visibility
of their travel program’s carbon footprint. Our at-a-glance
summary snapshots can be dissected down to individual
traveller, trip and supplier levels.
― Carbon Budgeting – allows companies to set carbon
― Total CO2 emissions by month
― Average CO2 emissions per trip and per traveller
― CO2 emissions by service type (air / hotel / car / rail)
and by service provider
― CO2 emissions by fare class.
budgets by region, team or individual
― CTM Greener Choice – allows a user to select the
lowest carbon footprint for air, hotel and car using
industry-leading granular calculation methods
― Ability to filter and preference car results for EV and
Hybrid vehicles
― Carbon Approvals – once carbon budgets have been
exhausted, a Carbon Approver can be assigned for
necessary trips
― Carbon Offsets – customers are invited to offset their
travel program’s carbon footprint through the CTM
Climate+ program.
30
Image courtesy of South Pole
Partnerships to improve outcomes
In FY22, CTM announced its partnership with Delta Airlines to
support a multi-year sustainable aviation fuel agreement which
will reduce lifecycle emissions by 209 metric tons of carbon
dioxide – equivalent to the amount of carbon sequestered by
256 acres of forest. CTM will continue to forge these supply partner
relationships through FY23 and beyond
to continually enhance the sustainability
performance we provide to our business and
to our clients to ensure travel related impacts
are reduced as far as reasonably practicable.
Looking towards FY23
As part of the FY23 Sustainability Strategy, CTM will strive to better
understand and manage the impact we have on the environment.
To this extent, further data maturity is required in FY23, which will
help us develop and implement clear carbon reduction objectives
and targets through a Net Zero (Carbon Positive) plan.
In FY23, CTM will deepen our understanding of our clients’ travel
needs and objectives to assist the ongoing development of
sustainable travel solutions which reduce negative environmental
impacts. We will also increase our understanding of our suppliers’
sustainability strategies to expand the range of greener travel
options for our customers.
Performance against FY22 Planet Pillar goals
Theme
What
Initiative
Goal
Climate Change
Greenhouse
Offset of carbon emissions from
100% offset all CTM employees’ travel
gas emissions
our employees’ travel
in FY22
Status
Complete
Waste Elimination
Paper usage
Decrease paper usage
Every CTM office has initiatives in place
to reduce paper use
Ongoing
Single use
items
Decrease single use items
Every CTM office has initiatives in place
to reduce the use of single use items
Ongoing
Waste Reduction
Recycling
Recycling options
Every CTM office has recycling and / or
Continual
waste reduction initiatives available
improvement
Energy / Resource
Track and
of energy and resources, including
recording system for resource
Consumption
record in FY22
electricity, gas, oil, waste and
consumption visibility across the
Identify, track and record the use
Develop and implement a data
water consumption
business by Oct 2021
Continual
improvement of
Scope 3 visibility
31
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 People
Our long-term creation of value is dependent
on attracting and retaining talented staff.
CTM’s People initiatives focus on diversity, health & safety, and training & development. The combination
of these initiatives alongside our remuneration structure, policy and procedure framework, and innovation focus,
underpin CTM’s workplace culture.
Employee engagement
CTM uses employee surveys and feedback loops 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 and quick employee pulse surveys. The information gathered is used to adjust and
set our annual people and sustainability strategies to ensure we address issues which may impact on our ability to attract
and retain talented people.
In FY22, the annual Vibe Survey was completed in November 2021, with a global response rate of 75%
and an overall engagement score of 89%. Highlights include:
― 98% engagement score relating to employees feeling empowered
― 96% engagement score relating to employees understanding how they contribute to the organisation
and how they can have an impact
― 94% engagement score relating to employees recommending CTM as a great place to work
― Employees would like the short-term incentive program returned.
Areas of improvement:
― Development opportunities in these difficult times have been challenging
― Communications at the micro level and or across teams needs bolstering
― Salary reviews and incentives have been paused since the start of the pandemic
― FY23 short-term incentive program to be implemented.
3232
Each region formulated and delivered on action
plans based on their local feedback from the
Vibe Survey. We will expand the Vibe Survey in
FY23 to include additional questions relating to
Sustainability and Diversity and Inclusion, which
will assist the ongoing development of our
People Plans.
In FY22, we introduced ‘Have Your Say’ meetings
in two regions where senior leaders conducted
one-on-one feedback sessions with employees.
The purpose of these interviews is to share key
messages and receive direct feedback and ideas
from our team members. In FY23, 'Have Your Say'
will be rolled out to all regions.
Diversity, Equality and Inclusion
We understand the benefits to CTM of having
a workforce with a range of skills, experiences,
backgrounds, thoughts, beliefs and education levels
and we acknowledge the individual strengths of
each employee and the potential they bring.
There has been no material change to our
workforce mix by gender, age or tenure from FY21
to FY22. Through FY23, CTM will continue to push
the boundaries to ensure diversity targets are
continually improved and celebrated.
Our Workforce - as of 30 June 2022
72% of our employees are
and managers are female,
female and 28% male
48% of senior leaders are
67% of our team leaders
female
Knowledge, skills and
training are critical
elements in developing and
supporting a diverse team.
Knowledge, skills and training are critical
elements in developing and supporting a
diverse team. As part of our new Global Learning
Management System, we introduced enhanced
training in FY22 relating to Diversity, Equality
and Inclusion along with Unconscious Bias
and Harassment training.
Equity in relation to salary is important at
CTM, and we have processes and procedures
in place to reduce and eliminate any bias in
salary allocations.
All gender diversity reporting that is required by
authorities was provided in FY22 including under
the Australian Workplace Gender Equality Act
(WGEA) 2012, UK Gender Pay Gap Reporting, US
Equal Employment Opportunity Commission -
Employer Information Report EEO-1, and the
New Zealand Government Employment Survey.
Average age is 45
Average tenure is 6 years
33
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Health, safety and wellbeing
Training and development
At CTM, the health, safety and wellbeing of our people is
paramount. During FY22 the number of non-work and
work-related incidents was negligible and CTM had no
fatalities, permanent disabilities or major injuries.
The focus remained on operational, process and
compliance training, which has been critical in the
uncertain travel landscape across FY22. Leadership and
development programs will be relaunched in FY23.
Since the COVID-19 pandemic outbreak, CTM has
continued to support our employees with a variety of
initiatives promoting health and mental wellbeing within
the office and home environments. These include flexible
working arrangements, access to wellness information
via our intranet sites including mental health tips and
techniques, mental health training, health challenges
and programs, support of R U OK Day, domestic and
family violence awareness and training, and access to the
Group’s Employee Assistance Programs (EAPs). In FY22,
we introduced 'Wellness Days' for employees to take
when needed during the year to support their mental
health and wellbeing.
Through CTM’s EAP providers, CTM provides all
employees and their immediate families professional
and experienced counselling sessions where required.
Throughout FY22, globally there were 315 contacts with
our EAP providers.
During the year team members completed compliance
training across 28 topics through a variety of mediums,
such as courses, videos and audio books. All new starters
complete on-boarding training facilitated locally via our
on-demand online learning portal, which also facilitates
ongoing professional development. Throughout FY22,
19,600 learning items were launched. At CTM we
encourage our employees to be continuous learners.
In late FY22, we introduced the CTM Academy which is
designed to attract and train new people to CTM and the
travel industry. It’s an opportunity for non-industry people
to learn the ins and outs of being a Travel Consultant
through a trainer led 3-week program which is specifically
designed to allow successful candidates to enter our
business and hit the ground running as a trained Travel
Consultant. With post-course trainer support, a buddy
system and fully immersive experience, these teams will
be key to supporting future operational growth.
We have also refreshed our High Potential (HiPo) Program
and have a complete program of supported development
mapped out for FY23 to grow our high potential future
senior leaders of CTM. This program also supports females
to grow into senior leadership roles with the goal of having
at least 50% female participation in the program.
Looking towards FY23
In FY23, our goals include developing and implementing
a Diversity, Equality and Inclusion Action Plan and to
ensure targets are embedded and tracked throughout the
business. We will also progress the ongoing and delayed
initiatives summarised in the performance table.
34
Performance against FY22 People Pillar goals
Theme
What
Initiative
Goal
Status
Dignity &
Equality
Gender
equality
Continue to ensure gender
discrimination is not
present in the workplace
Data
Diversity &
Inclusion
Employee
survey
Gather relevant D&I data
from new employees
as they commence
employment with CTM
Ask employees what is
important to them in
relation to diversity
and inclusion
1. Conduct an annual review
of remuneration to ensure
performance, remuneration is
equal for males and females
Ongoing
2. Report to the Remuneration &
Sustainability Committee annually
Ongoing
3. Conduct a review of recruitment
advertising to ensure no bias
Ongoing
Implement initiatives to support
communities or charities that
resonate with our employees in FY23
Ongoing
Conduct a D&I survey with our
employees in FY22
Ongoing
Training
All employees trained in D&I
and EEO topics
100% compliance to training
Health &
Wellbeing
Health
& safety
training
Ensure all employees have
access to health & safety
training to increase awareness
100% completion of global health
and safety training course
Wellbeing
calendar
Each region has a planned
calendar of health and
wellbeing initiatives
Each region conducts a minimum
of one employee wellbeing initiative
per quarter
Talent
pipeline
Initiatives to build
a pipeline of talent
Skills for
the Future
1. Redefine key attributes and
skills needed
2. Graduate Program for operations
in each region
3. Tech Hub Graduate Program in
each region
4. Build marketing of EVP externally
in each region
Continual
improvement
towards goals
Continual
improvement
towards goals
Ongoing
Ongoing
Ongoing
Ongoing
Ongoing
HiPo
Refresh and recalibrate the
HiPo Program Q3 FY22
Refresh and relaunch the HiPo
Program in each region in Q3 FY22
Delayed -
Focused re-
launch in FY23
Employee
referrals
Refresh and relaunch CTM
Referral Program for new
employee referrals and
building positive networks
Refresh and relaunch employee
referral incentive programs in each
region Q3 FY22
Complete
35
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Prosperity
At CTM, 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.
3636
Despite the impacts of the pandemic, CTM remained well-placed to act on opportunities to grow our footprint, add scale
and acquire talent, evidenced by CTM’s recent acquisitions of Helloworld Travel corporate in March 2022.
Employment
The rapid return to international and domestic travel in three of our four regions has seen the Group recommence hiring
with a 25% increase in staff numbers in FY22, hiring an additional 949 people. During the year 354 people were promoted.
The table below summarises our financial year end work force by region, gender and age group.
Workforce Overview
Age Group
Australia/New
Zealand
Asia
Europe
North America
Totals
18-30
Female
Male
31-50
Female
Male
50+
Female
Male
Totals
101
28
410
162
117
48
866
5
4
128
57
59
41
294
56
29
155
90
62
55
447
36
21
352
141
682
156
1,388
198
82
1045
450
920
300
2,995
CTM focusses on retaining skilled and knowledgeable staff to provide ongoing support to our clients and our business.
Our performance target is to retain our turnover rate below 15%. During the reporting period, CTM observed an average
voluntary turnover rate of 19.67%. The high attrition rate is largely as a direct result of fatigue in the travel industry as travel
management companies continue to work through the COVID-19 related impacts from the past 27 months.
37
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 3838
Innovation is at the core of CTM’s purpose, value
proposition and overall sustainability performance.
Innovation of better products and services
Innovation is at the core of CTM’s purpose, value proposition and overall sustainability performance.
The proprietary technology we develop is core to our client value proposition.
As businesses adjust to the industry’s changing macro trends, we have delivered new solutions and
technologies enabling our clients to get back to business travel as quickly and safely as possible. CTM
has continued to support customers’ health, safety and wellbeing through a range of products and
services including CTM’s traveller tracking and communication tools, risk management and traveller
wellbeing reporting.
CTM will continue to invest in technology development as part of its long-term Sustainability Strategy.
$21.7M
FY22 INVESTMENT IN
SOFTWARE ASSETS
FY21
$14.5M
39
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Wealth generation
Despite the operational challenges created by the pandemic in FY22, we have maintained a positive cash balance and zero
drawn debt. CTM’s lenders have been highly supportive through the pandemic period, providing covenant waivers when
required and supporting the refinance of the group’s debt facility in April 2022. As of 30 June 2022, CTM holds $142m in
cash and has no drawn debt on an available facility of $100m. CTM will continue to manage its balance sheet prudently
with a focus on sustainable performance.
Further, in March 2022 CTM acquired Helloworld Travel Limited’s corporate and entertainment businesses. These
businesses have increased our business diversification and will benefit stakeholders in the future through increased client
offerings and earnings growth.
CTM has a diversified client base and monitors potential concentration of revenues by client and sector. CTM has benefited
during the pandemic from its over-weight exposure to ‘essential services’ industries who continued to travel despite
movement restrictions.
Core Metrics
Regional Economic
Contribution in FY22 (A$m)
Australia /
New Zealand
North America
Asia
Europe
Total
Economic value generated
Economic value distributed
Economic value retained
$69.8
$84.3
($14.5)
$217.7
$202.4
$15.3
$17.3
$24.2
($6.9)
$83.9
$42.4
$41.5
$388.7
$353.3
$35.4
Tax
CTM is committed to responsibly managing the Group’s compliance with its tax obligations around the world. 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 any emerging tax risks.
Under the Group’s tax risk management strategy, CTM is committed to maintaining a proactive and transparent
relationship with taxation authorities in all tax jurisdictions in which the Group operates.
40
Community and social vitality
As a global business, we empower our employees to develop and deliver values which are relevant to their
specific local communities, while underpinned by our broader purpose, mission, vision and values.
In Australia, we continued our focus on raising employee awareness and understanding of traditional
cultures through our Australian Indigenous Engagement Plan. CTM recognises that by valuing Aboriginal
and Torres Strait Islander peoples’ heritage, culture and knowledge, we facilitate contribution, inclusion
and opportunity within our organisation. At CTM, we are committed to:
― Improving outcomes for Aboriginal and Torres Strait Islander people; and
― Educating and promoting inclusion within our workplaces.
Our Australian Indigenous Engagement Plan includes membership of Supply Nation for the procurement
of goods and services provided by indigenous businesses, promotion and celebration of NAIDOC Week, and
our partnership with North Queensland Cowboys House.
At CTM we have partnered with North Queensland Cowboys House, which is a facility
based in Townsville providing supported accommodation, for Aboriginal and Torres
Strait Islander students from remote communities, while attending local secondary
schools. CTM has invested $30,000 over a three-year agreement (and is in the process
of renewing this arrangement) to be a ‘friend of the house’, contributing to life-
changing education opportunities for young, remote Aboriginals and Torres Strait
Islanders.
In FY22, we grew our relationship with Cowboys House by partnering with one of
our clients, CBRE, to support Cowboys House’s new 'Tidda – Women Empowerment
Program' for First Australian Females. Tidda means ‘Sister’. Through the guidance of
the House and respected community Elders, this program's curriculum encompasses
monthly seminars focused around the following core areas.
― Women in Leadership
― Building Confidence
― Making Positive Change
― Personal Safety
― Respectful Relationships
All CTM offices globally hold fundraising events and provide employees with an annual Volunteer Day to
help support local charities.
Examples of the initiatives CTM offices have supported during FY22 include:
Region
Community Organisation
Identified Benefit
Brisbane Lions AFL Academy
To support the Brisbane Lions Academy in an ongoing
commitment to enhance the training capabilities and career
opportunities for young Queensland athletes and their
communities
Australia / New Zealand
Soldier On – Gold Pledge Partner
Funds granted, Volunteer Day and opportunities for returned
veterans to re-enter the workforce
Flying Gifts – Christmas Crusade
underprivileged indigenous children, to the Aboriginal Shire of
Partnered with Air Charter Services to provide Christmas gifts, to
Kowanyama, Queensland, Australia
41
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Community and social vitality (continued)
Region
Community Organisation
Identified Benefit
The Community Chest Skip
To support services for the homeless and people who live in cage
Lunch Day
homes in Hong Kong
Asia
Caring Company Award 2021/22
recognition of our commitment in caring for the community, our
CTM is awarded as one of the Caring Companies in Hong Kong in
employees, and the environment
Feimayi recycle program
To help and support many of the poorest who live in remote rural
areas in China through the donation of used clothes
Europe
Salvation Army Christmas
Present Appeal
CTM’s 9th year running where London staff donate new gifts
to the Salvation Army, which are distributed across London to
vulnerable families at Christmas
North America
Christy's Hope
Raises funds for battered women and children shelters in San
Antonio, Texas and offers domestic violence support.
Habitat for Humanity
affordable housing which strengthens families and creates stable
Helps families build and improve places to call home through
communities
American Heart Association
advance cardiovascular health for all, including identifying and
Helps fund lifesaving research and medical breakthroughs to
removing barriers to health care access and quality
Project Harmony
Focused on ending the cycle of child abuse and neglect in the
Omaha community
Performance against FY22 Prosperity Pillar goals
Theme
What
Initiative
Goal
Indigenous
Engagement Plan
Cultural awareness
Indigenous Engagement Plan
Execute and
initiatives
document plan
Status
Complete
Employment and
Employee turnover
Wealth Generation
and job creation
Employment initiatives to
attract and retain employees
at CTM
Fundraising
Support of charities / causes
Maintain voluntary turnover
at 15% for FY22
Not Achieved
Each region to complete
Delayed due
a minimum 1 fundraiser /
to ongoing
charity initiative per office per
COVID-19
Community
quarter
Volunteer Day
day a year to support a charity
All employees have access to 1
/ cause
50% of employees utilising
their Volunteer Day
Innovation of Better
Products and Services
Responsible innovation
services in a responsible way for
Further enhance technology
our stakeholders
Sustain a technology
development roadmap,
including sustainability
metrics for clients
restrictions
Not Achieved
due to
restrictions
in many
locations
Ongoing
Looking towards FY23
During FY23, CTM looks to maximise its prosperity values, including progressing the delayed initiatives summarised in
the performance table above. Further, CTM will introduce additional community-based programs and partnerships, and
continue our focus on putting best-in-class technology in the hands of our clients.
42
Materiality Index^
Section Title
Material Aspect / Discussion
Disclosure
Message from our Chairman
Defining principles and values
GR1 102-14
Message from our
Managing Director
Financial sustainability, strategy, look
ahead
About CTM
Our purpose
Our sustainability pillars
GR1 102-2, 3, 4
Stakeholders and stakeholder
engagement
Materiality of sustainability topics
GRI 102-40, 42-44
Governance framework
GR1 102-22, 24
Principles of Governance
Risk oversight
Ethics and integrity
Opportunity oversight
GR1 103-2
GR1 102-5, 15
GR1 102-15
Data security and privacy
SASB
Direct impact
GRI 302-1, 4
GHG emissions (Scope 2, 3)
GRI 305-1-3, 5, 7
Looking ahead
GRI 306-1-4
Impact from our value chain
TCFD, CDP-Climate
# and % of demographics
GRI 102-8, 9
# and % of local employment
GRI 401-1
# and % of gender equality
GRI 405-1, 2
# and % of women in workforce
SASB
Planet
People
Page in this
Report
6
8
16
18
19
20 - 21
22 - 23
23
24
25
25
29
29
31
30
33
37
33
33
# and % of indigenous people in
the workforce
GRI 102-2
Not
reported
Health and safety
GRI 403-2-4, SASB
Training, development and
talent management
Employee demographics
and breakdown
Indigenous engagement
Prosperity
Wealth generation
Innovation of better products
and services
Community and social vitality
GRI 404-1-3
SASB HC 101
GRI 405-1, 2
GRI 413-1, SASB
GRI 414-1, 2
GRI 102-2,
GRI 201-1, 2
Innovation
GRI 202-2
GRI 413-1, 2
CTM's GRI General Disclosures Focus
GRI 102-50-52
34
34
37
41
40
39
41
43
^Where a particular GRI Code has not been identified or applicable, the relevant discussion of each Material Aspect has been identified as important aspects
of sustainability performance within the World Economic Forum Principles of Governance, and/or Sustainability Assurance Standards Board (SASB) and the
Australian Stock Exchange (ASX) Corporate Governance Principles and Recommendations.
43
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Conclusion
Through the turbulence created by the
pandemic for much of FY22 followed by
a rapid return in demand for business
travel, there has been a delay in
realising the full potential of our FY22
sustainability objectives as identified
within this report.
Our commitment to improving our management of risks to our longer-term
sustainability is underpinned through the appointment of a Global Head of ESG
and Sustainability. The sustainability focus in FY23 will include a review of our
Sustainability Strategy and collection of the data required to measure our progress
in future years. We will also continue to expand our support of our customers’
sustainability ambitions.
Through our ongoing commitment to proactive management of our
environmental footprint, CTM has improved its visibility of Scope 1 and 2 GHG
Emissions in FY22, and in FY23 the goal is to identify the full extent of our material
Scope 3 footprint. CTM plans to further reduce our direct and indirect GHG
emissions for both customers and employees through effective partnerships and
delivery of innovative business and technology initiatives. Our understanding
of our climate risks and opportunities will be undertaken aligned to TCFD
methodology, with our goal to develop a Carbon Positive program.
Our people are at the heart of our value creation for our stakeholders.
We will continue to listen to our people through employee feedback loops to
help strengthen workplace culture, including health and safety and diversity,
equality and inclusiveness. In FY23, we will further invest in our people through
leadership and development programs.
4444
At CTM, our purpose
includes the commitment
to creating and delivering
long-term value for
all our stakeholders
by contributing to
the economic growth
and prosperity of the
communities in
which we operate.
45
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 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
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
Shareholder Information
Corporate Directory
47
58
59
79
80
81
82
83
84
85
141
142
149
151
46
Directors' Report
The Directors present their report, together with the consolidated financial statements, on the consolidated entity
(referred to hereafter as the 'Group', or 'CTM') consisting of Corporate Travel Management Limited (referred to hereafter as
the 'Company' or the 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2022.
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 its clients. There were no significant changes
in the nature of the activities of the Group during the year.
Dividends
There were no dividends paid during the current
reporting period. Since 30 June 2022, the Directors have
recommended the payment of an unfranked, final
ordinary dividend of 5.0 cents per fully paid share, 0%
franked, to be paid on 5 October 2022 out of retained
earnings at 30 June 2022.
There were no dividends paid, recommended, or
determined for the previous reporting period.
Review of operations
The Group continued to engage in its principal activity,
the provision of travel services, the outcome of which is
disclosed in the following financial statements.
Corporate Activity
The Group acquired 100% of Helloworld Travel Limited's
(ASX: HLO) corporate and entertainment travel businesses
(‘HLO Corporate’) with effect from 31 March 2022 for
consideration of $188.9 million. HLO Corporate operates
across Australia and New Zealand, specialising in travel
agency services for the corporate market. The acquisition
builds on CTM’s existing core as a global specialist
corporate travel management firm and brings new
capability to the Group, expanding CTM’s reach into
entertainment and conference-related travel.
On 29 April 2022, the Group acquired 100% of the shares
of Universal Advisory Pte Ltd, which owns 96.5% of
Safe2Travel Pte Ltd (together, Safe2Travel), a corporate
travel management company based in Singapore.
The cost of the acquisition was $4.7 million. There is
no earn-out consideration payable.
CTM completed two capital raisings during the year, an
underwritten institutional placement in December 2021
and a share purchase plan in January 2022. These raised a
total of $100 million with 4,761,906 shares issued at $21.00.
These proceeds, in addition to a further 3,571,429 shares
issued directly to Helloworld Group Pty Limited, were used
to fund the acquisition of the HLO Corporate business. The
shares issued directly to Helloworld Group Pty Limited are
subject to escrow until 31 March 2023.
The Group's syndicated debt facility, which was due to
expire in July 2022, was refinanced in April 2022. The new
facility expires in July 2025 and provides the Group access
to up to $100 million of debt funding. The refinance has
reduced the Group's total available bank debt limits by
approximately $10.6 million which was considered
surplus to requirements.
Group financial performance
The Group's statutory profit after tax of attributable to
owners for the financial period amounted to $3,101,000
(FY21 loss: $55,351,000), while underlying EBITDA increased
to $59,805,000 in FY22 from a loss of $7,249,000 in FY21.
The COVID-19 pandemic continued to impact the Group’s
results in the first three quarters of the financial year,
particularly with the emergence of the Delta and Omicron
COVID-19 variants. In the fourth quarter, the virus became
endemic in all of the Group's operating regions except
Asia, resulting in an easing of travel restrictions across the
world. Travel demand and supply increased globally as a
result, enabling a dramatic improvement in the Group’s
financial performance. Strong travel demand increased
ticket prices globally, impacting revenue yields. The
reconciliation of underlying EBITDA to profit/(loss)
before income tax from continuing operations is set
out in note 3 'Segment reporting' in the consolidated
financial statements.
Transformational acquisitions, investment in technology,
and strategic cost management have enabled the
business to recover strongly through enhanced scale,
technology, integrated automation, and an increasingly
attractive value proposition for customers in an ongoing
complex environment.
The Group has remained profitable on a monthly
underlying EBITDA basis throughout FY22.
The Group maintains a strong balance sheet with no debt
and cash of $142,054,000 as at 30 June 2022, including
$15,523,000 of client cash. Outstanding bank guarantees
reduced from $19,595,000 at 30 June 2021 to $17,746,000
as at 30 June 2022.
47
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Underlying EBITDA to Statutory Net Income Before tax Reconciliation ($M)
Comprehensive underlying EBITDA
Acquisition costs
Integration costs
COVID-19 Bad and doubtful debts
Statutory EBITDA
Add total EBITDA non-recurring costs
Finance costs
Depreciation and amortisation
+0.6
48.2
59.8
(3.3)
(8.9)
+11.6
(2.3)
(35.2)
Underlying net income before income tax from continuing operations
Less: total EBITDA non-recurring costs
Amortisation - client contracts and relationships
(9.2)
Net income before income tax from continuing operations
1.5
22.3
(11.6)
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 income tax/(benefit)
Australia and New Zealand
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying loss before income tax/(benefit)
2022
$'m
2021
$'m
Change
5,070.8
1,609.4
377.4
388.7
59.8
15.8%
22.3
2022
$'m
1,011.9
66.5
68.3
11.9
17.9%
(3.7)
174.0
200.5
(7.2)
(43.6)
2021
$'m
442.8
34.6
42.0
7.7
22.3%
(3.0)
215%
117%
94%
Change
129%
92%
63%
55%
The opening of state borders and the removal of travel restrictions throughout FY22 led to a pickup in ANZ activity
and resulted in a year-on-year increase in total revenue and other income of 63% and underlying EBITDA of 55% to
$11.9 million. Impacts from the Delta and Omicron variants of COVID-19 were significant over the first three quarters of
FY22, with rapid recovery from the middle of March 2022. Despite the volatility, the ANZ region’s results were supported by
its strong domestic business and exposure to essential travel clients.
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
48
Directors' ReportContinued
As travel restrictions eased, particularly in the second half of FY22, the region witnessed a rapid increase in demand across
its entire client base. This rapid increase in activity has challenged the business, with a corresponding focus on increasing
staff numbers to service clients. The ANZ region is deploying creative and innovative approaches to increasing front-line
staff in order to enable the business to service the customer base cost-effectively.
The acquisition of HLO Corporate positively impacted revenue and underlying EBITDA for the region following completion
on 31 March 2022. The period post-acquisition was challenging as we sought to increase customer experience to levels
consistent with CTM’s business, under demand conditions not seen since 2019. The acquisition builds further scale in the
ANZ region, increasing customer diversification and expanding expertise in the areas of entertainment and conference-
related travel. The HLO Corporate business also provides an opportunity for the Group to further expand its specialist
government servicing capability through the Whole of Australian Government contract.
North America
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before income tax (benefit)
2022
$'m
2,301.9
213.3
217.7
27.2
12.8%
4.9
2021
$'m
755.5
92.7
96.0
(10.7)
(29.9)
Change
205%
130%
127%
Total revenue and other income increased by 127% to $217,700,000 in North America, driving the region to positive
underlying EBITDA of $27,200,000 in FY22. The Delta and Omicron variants of COVID-19 impacted the business through
the first three quarters of FY22. Increases in staff numbers in the fourth quarter of FY21 resulted in excess staffing in
the first half as activity was further impacted by COVID-19. To ensure stability and service levels for the recovery, the
decision was made to maintain staff numbers despite the temporary impacts on activity caused by Delta and then
Omicron. This proved the right decision, as travel restrictions were removed in the fourth quarter and travel demand
increased significantly.
Management in North America was focused on client integration activities throughout the year to achieve the Travel and
Transport acquisition synergies. As at 30 June 2022, the Travel and Transport acquisition integration is materially complete.
The region leads the Group in terms of client wins as increased scale and profile following the acquisition have changed
the business' market relevance. One brand, one technology stack, and one operational system enable improvements in
process simplicity and client serviceability. Ultimately, this will lead to improved scalability for the North America region.
Asia
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying loss before income tax/(benefit)
2022
$'m
312.3
14.5
17.3
(3.0)
(9.0)
2021
$'m
23.9
8.5
18.9
(5.4)
(9.0)
Change
1,207%
71%
(8%)
Revenue in the Asia region is principally derived from international travel with ongoing cross-border travel restrictions
resulting in subdued trading activity throughout the period. Whilst revenue of $14.5 million was 71% higher than the
previous corresponding period, total revenue and other income fell 8% to $17.3 million as government employment
subsidies were removed. The region continued to maintain a cost focus to limit business losses during this low travel
activity period. Continued lockdowns in China, as that country pursues a COVID-19 eradication strategy, have had flow-on
impacts throughout the region and on travel into the region.
Pleasingly, the removal of travel restrictions in Singapore in the latter part of FY22 has seen a rapid recovery in travel in that
country. Whilst historically Singapore has made a small contribution to Asia’s overall activity, the acquisition of Safe2Travel,
a Singapore-based agent, was completed on 29 April 2022, increasing Singapore's contribution to the Asia region.
49
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Europe
Reported AUD
TTV
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit before income tax (benefit)
2022
$'m
1,444.7
83.0
83.9
37.4
45.1%
34.5
2021
$'m
387.3
38.2
42.0
10.1
26.4%
7.4
Change
273%
117%
100%
270%
366%
Europe’s performance in the early part of FY22 continued to benefit from project work, notably the Group’s contracts
to support the UK government’s initiatives relating to COVID-19. Whilst project-related work continued throughout the
year, the COVID-19 projects were completed and restrictions were eased in the UK late in 1H22, at which time a return to
corporate travel activity commenced, notably in domestic travel. Testing requirements for European travellers into the
United States were removed in June 2022, reducing impediments to recovery on the lucrative Transatlantic route. Sourcing
appropriately qualified employees has been a key concern for the Europe regional team in the second half of FY22 as low
unemployment and a broad-based travel recovery have stretched existing resources.
Group Financial Position
The Group continues to maintain a strong financial position, with net current assets of $62,188,000 and total equity
of $1,081,385,000. At 30 June 2022, the Group had no interest-bearing liabilities (2021: nil), excluding lease liabilities.
Dividends
The Board determined a final dividend of 5.0 cents per share, given the Group's financial performance, the strength
of the financial position, and the Group's confidence in the recovery path.
Earnings per share for profit/(loss) from continuing operations attributable to the ordinary equity
holders of the Company
Jun 2022
Jun 2021
2.2
2.2
(43.0)
(43.0)
- 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 FY22, 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;
― development and deployment of innovative
technology and digital initiatives 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;
50
― Integrating past acquisitions and leveraging niche
expertise throughout the global business; and
― staff empowerment to make service decisions
that drive high staff engagement and client
satisfaction outcomes.
In the financial year ending 30 June 2022, the Group
executed these strategic drivers. Notwithstanding the
unprecedented conditions and challenges presented by
travel restrictions arising from COVID-19 and the recovery
from the impact of those restrictions, the Group managed
a strong client retention outcome. 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 in niche travel sectors or which
complement our existing business and/or geographic
footprint.
Directors' ReportContinued Material business risks
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,
is 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.
At some point in time 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. This would impact the
operating and financial performance of the Group.
There are also other changes in the macroeconomic
environment that 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 costs of the Group.
To mitigate these risks, the Group maintains a resilient
business model with a diverse portfolio of customers
across multiple jurisdictions and industries, which reduces
the reliance on any one specific geography or customer.
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
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 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 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.
Whilst the impact of COVID-19 is rapidly subsiding, there
is no certainty that the demand for the Group’s services
will normalise to a level existing prior to the impact of
COVID-19, or how long such a return might take. The
Group is leveraged to domestic travel and is able to
operate a high-performing domestic-only business until
international activity recovers fully.
The diversification of the Group’s businesses across
multiple jurisdictions and a diverse portfolio of customers,
including exposure to essential travel clients, provide 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.
51
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Supplier risk
The Group’s business model, 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 that
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.
A variety of credit risks are inherent in the Group’s supply
chains, particularly heightened in the current economic
environment. To the extent suppliers are facing financial
stress, they may seek to change the terms upon which
they engage 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.
Persistent global personnel shortages create a risk that
supplier capacity is reduced for an extended period.
Contractual arrangements with suppliers are based on
the volume of transactions. Should supply capacity be
impeded for an extended period, the Group may not
generate earnings equal to those historically generated
under supply contracts for that period.
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 interruptions, the
Group cannot be certain that clients will engage in any
minimum level of travel activity, or that contracts with
clients will be renewed, or the terms on which they may
be renewed. If contracts that account for material travel
activity are not renewed or are renewed on terms that
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. This may result in impairment of the
carrying value of those client contracts, if any. Further,
any diminution in client satisfaction, client experience,
or client perception of the travel environment may have
an adverse impact on the financial performance and
position of the Group.
To mitigate this risk, the Group has a diverse mix 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, 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 risk, and liquidity risk, all of
which could impact its financing activities.
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 the 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 tax assets and 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.
52
Directors' ReportContinued Information Technology
Competition
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 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 in
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 cyber-attacks, 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 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 an inferior service.
This 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 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.
The Group operates in a competitive market, and the
Group’s business is subject to competition from existing
and new entrants and business models. Technological
innovation is 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.
The Group aims to continually improve its product
and service offering to attract and retain customers.
Talent
The Group relies on the talent and experience of its
directors, key senior management, and staff generally.
The loss of any key personnel could cause disruption to
the conduct of the Group’s business in the short-term
and may have a material adverse impact on the Group’s
operations and/or financial performance. It may be
difficult to replace key personnel or to do so in a timely
manner or at a comparable expense. The Group regularly
reviews its succession planning to ensure that key
personnel risk is identified and managed. Furthermore,
as the industry recovers from a period of global travel
disruption, it may be difficult to attract and retain staff in
the volumes required to service customers effectively.
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 would cause a change in the sources
of the Group’s earnings and result in variability of earnings
over time. There is a risk that the integration of new
businesses may result in the Group incurring substantial
costs, delays, or other challenges 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 impairment of investments
or goodwill should the recoverable amount of the
investment fall below its carrying value.
53
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Impairment risk
The Group assesses whether there is any indication
that an asset may be impaired on an ongoing basis.
Annually, or when an indicator of impairment exists,
the Group 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
the Group.
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 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 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.
Significant changes in the state of affairs
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
Refer to note 36 'Events after the reporting period'.
On 1 July 2022, Corporate Travel Management Group
Pty Ltd, a subsidiary of the Company, acquired a 100%
ownership interest in 1000 Mile Travel Group Pty Ltd. 1000
Mile Travel Group is an Australian-based supplier of travel
management solutions. Consideration paid to the vendors
for the acquired shares amounted to $6,787,000 and
constituted cash consideration of $4,784,000 plus 106,336
new fully paid ordinary shares in the Company. The fair
value of the equity consideration was $2,003,000 based on
the closing share price on 1 July 2022 of $18.84.
Purchase price accounting for the acquisition of 1000 Mile
Travel Group will be completed and disclosed during FY23.
Likely developments and expected
results of operations
The Group's global footprint, diverse client pool,
technology assets, and strong cost management has
enabled a strong underlying EBITDA result in FY22.
The Group is well-positioned to grow our business
organically as travel activity continues to recover from
the impact of COVID-19.
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, have 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
have determined there is not an associated material risk
to the Group's operations or any amounts recognised
in the financial statements. The Group continues to
monitor climate-related and other emerging risks and
their potential impact on the financial statements.
Refer to the Group's FY22 Sustainability Report for
additional information.
54
Directors' ReportContinued 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
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
Special responsibilities:
Managing Director
Interests in shares:
17,500,000 Ordinary shares in Corporate Travel
Management Limited
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.
Mr Crouch is a Non-executive Director of BlueScope
Steel Limited (since March 2013) and Chairman and
Non-executive Director of AnteoTech Limited (since April
2022). He is a Fellow of the Australian Institute of Company
Directors and a director of Jawun (since September 2015).
He served as a member of the Takeovers Panel from
2010-2015, as a member of the Commonwealth
Remuneration Tribunal from 2015 – 2019, as a director
of Sydney Symphony Orchestra from 2009 – 2020 and
as a Non-executive Director of Westpac Banking
Corporation from 2013 to 2019.
Other current directorships:
BlueScope Steel Limited (since March 2013)
AnteoTech Ltd (since April 2022)
Former directorships (last 3 years):
Westpac Banking Corporation (February 2013 -
December 2019).
Special responsibilities:
Chair of the Board
Chair of Nomination Committee
Audit & Risk Committee member
Remuneration & Sustainability Committee member
Interests in shares:
13,196 Ordinary shares in Corporate Travel
Management Limited
55
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 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 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):
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) Limited and the Morgans Foundation Limited,
a Board member for the Australia Council for the Arts,
Chairman of Australian Super’s Queensland Advisory
Council and was a member of the Takeovers Panel
between 2009 and 2018.
Nil
Other current directorships:
Special responsibilities:
Global Chief Operating Officer
Interests in shares:
50,000 Ordinary shares in Corporate Travel
Management Limited
Interests in rights:
250,000 Share appreciation rights in Corporate Travel
Management Limited
Apollo Tourism and Leisure Ltd (since September 2016)
Former directorships (last 3 years):
Flagship Investments Limited (June 2008 - November
2021)
Silver Chef Limited (September 2011 - December 2019)
Special responsibilities:
Chair Remuneration & Sustainability Committee
Audit & Risk Committee member
Nomination Committee member
Interests in shares:
28,326 Ordinary shares in Corporate Travel
Management Limited
56
Directors' ReportContinued Mr Jon Brett BCom, BAcc, MCom, CA(SA),
Dip Datametrics
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.
Company secretary
Anne Tucker
Anne Tucker resigned as a Company Secretary on
8 October 2021.
Cale Bennett BIntFin, Grad Dip App Fin & Inv, MBA, FCPA
Cale Bennett, Global Chief Financial Officer, was appointed
as a Company Secretary on 8 October 2021. Cale resigned
as Company Secretary on 22 November 2021.
Shelley Sorrenson LLB, BJUS, LLM, MAICD
Shelley Sorrenson was appointed as a Company
Secretary on 22 November 2021.
Meetings of Directors
The number of meetings of CTM's Board of Directors
('the Board') held during the year ended 30 June 2022,
and the number of meetings attended by each Director
were as follows:
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Mr Jamie Pherous
Ms Laura Ruffles
Board
A
Board
B
12
12
12
12
11
12
12
12
12
12
Other current directorships:
Mobilicom Limited (since September 2018)
Former directorships (last 3 years):
Indoor Skydive Australia Limited (September 2018 –
July 2019)
Special responsibilities:
Chair Audit & Risk Committee
Remuneration & Sustainability Committee member
Nomination Committee member
Interests in shares:
1,499 Ordinary shares in Corporate Travel
Management Limited
57
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Audit & Risk
Committee
A
Audit & Risk
Committee
B
Remuneration
& Sustainability
Committee
A
Remuneration
& Sustainability
Committee
B
Nomination
Committee
A
Nomination
Committee
B
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Mr Jamie Pherous
Ms Laura Ruffles
4
4
4
NM
NM
4
4
4
NM
NM
4
4
4
NM
NM
4
4
4
NM
NM
3
3
3
NM
NM
3
3
3
NM
NM
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
58
Directors' ReportContinued Remuneration
Report
Introduction
This report sets out the remuneration arrangements of the Company for the year ended 30 June 2022,
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
KMP Remuneration
Other information
60
62
63
64
64
72
72
74
76
59
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Remuneration Report Continued
Letter from the Chair of the Remuneration & Sustainability Committee
Dear Shareholder,
On behalf of the Remuneration and Sustainability Committee (the Committee), I am pleased to present you with CTM’s
Remuneration Report for the year ended 30 June 2022.
Whilst the recovery is underway, FY22 was another challenging year for the travel industry. 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.
Throughout the pandemic period, our priority has been to ensure the health and wellbeing of our people and our clients.
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, as well as the support provided
through our employee assistance program.
FY22 was another year of ongoing human resources challenges with the pandemic creating a balancing act of managing
periods of low activity during the outbreak of the Delta and Omicron variants of COVID-19 with rapid recovery in travel
demand, particularly in the fourth quarter, as travel restrictions eased. The talent retention and remuneration challenges
were similar to the last two pandemic-affected years and we have seen the loss of some experienced people from the
sector during a period of extreme uncertainty. Adding to the retention challenges, the rapid response to easing travel
restrictions has required CTM to quickly bring people into (or back into) the sector at a time when there is near full
employment in our regions. CTM is successfully re-engaging with many CTM alumni, with whom contact was maintained
during the pandemic, and developing programs to attract new talent from outside the sector. The Committee and
executive team are thankful for the ongoing dedication of the entire employee cohort.
CTM’s Sustainability Strategy continued to evolve in FY22 but not at the speed the Committee would have liked, with
CTM needing to prioritise shorter-term issues such as the impact of the Delta and Omicron COVID-19 outbreaks in the
first and third quarters, and managing the human resource challenges discussed above. In May 2022, CTM appointed an
experienced ESG executive to review and oversee the execution of our global Sustainability Strategy. The Committee looks
forward to seeing our Sustainability programme maturing under more focused leadership in the coming years. Please
refer to our FY22 Sustainability Report for more information.
FY22 Outcomes
In FY22 we were required to remain flexible in our approach to remuneration following the measures implemented in
FY21 to manage the impact of COVID-19 on the Group. The impact of Delta and Omicron variant-related travel restrictions
necessitated ongoing reduced working hours and pay for many CTM employees for much of the first eight months of
FY22. This was replaced by a significant rebound in travel demand once borders started to re-open in March. Managing
people was challenging at CTM throughout FY22.
A key goal in our FY22 remuneration plan was to return all our people to full pay and working hours. This was achieved by
the fourth quarter in all regions except Asia, where travel restrictions are still in place. We are actively rebuilding our staff
base outside Asia, welcoming many new employees, and pleasingly, former CTM employees back into the team. Despite
a dynamic and challenging working environment, our people remain engaged in their work, as can be observed in the
outcomes of FY22 employee surveys included in the Sustainability Report on page 14.
The FY22 remuneration plan included a short-term incentive pool based on the Group achieving positive underlying
EBITDA for FY22 and achieving individual KPIs reflecting regional priorities. The FY22 STI opportunity was made available
to a wider group of CTM employees than in previous years. The original intention was to return to an annual STI payment,
however the Board endorsed management’s recommendation for a half-year, part-payment to non-KMP STI plan
recipients in regions where underlying EBITDA was positive to assist with retention and reward high performance. This
was similar to the structure of the FY21 STI plan, noting very limited STIs were paid in FY21 with the earnings gateways not
met. In North America, 30% of the full-year STI payment was paid in February 2022 and in the Europe region, 50% was paid.
Nil was paid in Asia and ANZ. The balance of FY22 STI payments was paid post-year-end, including to eligible KMPs.
A total of $7.85 million was paid in STIs (FY21: $0.2 million) including a total of $2.65 million in short-term retention
payments to Travel and Transport executives, agreed to in September 2020 to ensure key staff were retained during the
integration period. The KMP STI and North American short-term retention payments represented $4.38 million of total STI
payments from the FY22 year (FY21: nil).
The FY22 equity incentive plan reflected the ongoing uncertainty in the travel sector and comprised of SARs set at a strike
price of $21.19 (five-day VWAP to 30 June 2021) capable of vesting over two and three-year performance periods, with the
temporary split period structure bearing some similarity to the FY21 plan which focused on retention of our leaders. The
temporary changes to CTM’s equity incentive structure have delivered the desired outcomes for shareholders during the
prolonged period of uncertainty, caused by the pandemic including high retention rates of senior leaders, strong cost
control, cash management and client retention, and the successful integration of Travel & Transport and Tramada.
60
Directors' ReportContinued Remuneration Report Continued
The vesting outcomes from SARs tranches that could potentially vest at the end of FY22 were as follows:
― The FY20 SARs did not meet the EPS hurdle set and therefore lapsed;
― The FY21 SARs issued to Travel & Transport senior leaders at the time of acquisition meeting the required service
conditions, vested in full; and
― The FY21 two-year SARs tranche was fully vested to plan participants despite not meeting the EPS hurdle set.
The Board, for the first time, exercised its discretion to reward senior executives for their achievements over the last
two years. Their achievements reflected in the Group’s FY22 underlying EBITDA result of $59.8 million and despite
the challenges created by the pandemic and managing the rapid recovery in demand in more recent months.
The Board required that half of the shares issued due to this vesting decision be subject to a six-month sale
restriction from the release of the FY22 annual results.
FY23 Approach
Our FY23 remuneration strategy reflects our expectations that the travel sector will continue to recover across the year
and recognises that there will be regional differences in the speed of recovery. Our remuneration strategy remains focused
on driving performance and providing competitive total rewards that attract, retain, and motivate employees. This is
particularly important in the current environment with record low unemployment rates in three of our
four regions.
As we recover, the Board is keen to see CTM’s incentive structure return to pre-pandemic principles of earnings growth
gates, annual STI opportunities with financial and non-financial KPIs for individual leaders, and three-year equity incentive
plans.
Given the Board used its discretion for the first time this year to approve the vesting of the FY21 two-year SARs, the
Committee commissioned an external review of the SARs plan to challenge whether it was fit for purpose. The feedback
from the advisor was that the majority of plan participants did not understand the SARs vesting structure, including the
EPS growth hurdle. Investors and their advisors have provided feedback that they would prefer an incentive structure that
provides clearer alignment with shareholders. Taking on board the feedback and advice, the SARs incentive structure will
be replaced in FY23 with a three-year performance right structure, vesting if share prices increase and three-year EBITDA
targets are met to reflect that underlying EBITDA is the key performance metric used by CTM internally and externally.
Specifically, the FY23 remuneration and people plan includes:
― A continued increase in headcount as demand increases to ensure we maintain service levels for our clients and
manage the workload of our people, noting that efficiency gains primarily through increased automation should
mean employment levels do not return to pre-pandemic levels relative to activity or revenue;
― After an extended period of flat or reduced fixed remuneration, increases will be applied across the Group to reflect
the competitive employment environment and rising living costs;
― A potential short-term incentive pool based on the financial performance of the Group, payable in proportion to the
achievement of regional financial and non-financial KPIs related to the sustainable recovery of the business; and
― A new equity incentive plan comprised of Performance Rights with a share price hurdle of $18.81 (five-day VWAP
to 30 June 2022) capable of vesting after a three-year performance period, with vesting conditional on achieving
an increase in share price based on a 20-day VWAP period to 30 June 2025, service and conduct conditions, and an
underlying EBITDA growth target (100% vesting with underlying EBITDA Compound Annual Growth Rate of 20%).
The Committee believes the remuneration structure is simple and clear and will continue to serve CTM’s shareholders and
employees in future years.
On behalf of the Committee, I thank you for your ongoing support of CTM.
Sincerely,
Sophie Mitchell
Remuneration & Sustainability Committee Chair
17 August 2022
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Remuneration Highlights
FY20 Long-term performance incentives
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, which continued
in FY21, have been progressively removed in FY22.
As travel activity has returned through FY22 we have
commensurately increased staff numbers in all regions
except Asia, where travel restrictions remain in Hong Kong
and China. The stop-start nature of the recovery in the first
three-quarters of FY22 made for a challenging environment
to manage staff, which was solved by the Group employing
to match activity and then holding onto those staff where
activity fell away. In the fourth quarter, this was replaced
by solid demand for staff in all regions, with the exception
of Asia, as the Omicron variant of COVID-19 retreated and
travel demand increased dramatically.
Group remuneration
Increases to fixed annual remuneration (FAR) for
employees across the Group were given in special
circumstances as the employment market tightened,
particularly for professional staff with transferrable skills
(FY21: nil). Except for Asia, all staff have returned to their
contracted FAR and hours as the recovery continues.
There were no increases in contracted FAR for Executive
KMP, except small increases to take account of changes
in minimum superannuation contributions in Australia
(FY21: FAR reduction for the period 1 July to 1 August 2020).
Executive KMPs returned to their contracted FAR for the
full FY22 (FY21: reduction of 25% to 1 August 2020).
Managing Director and CEO remuneration
Total FY22 remuneration for the Managing Director and
CEO (Managing Director) was $1,006,483 (FY21: $492,904).
The Managing Director was awarded 80% of his
short-term incentive opportunity in FY22, totalling
$400,000 (FY21: nil).
Short-term performance incentives
Recognising the business’ recovery and the performance
of the management team in difficult circumstances,
short-term incentives were awarded to KMP whose
regions made a profit in FY22 (FY21: nil). The amounts
payable are detailed in the Executive KMP remuneration
section on page 64.
In FY22 we awarded total short-term incentives across the
Group, excluding KMP, of $6.38 million (FY21: $220,000).
These short-term incentives were paid to a broader pool
of employees than historically, to recognise the effort
expended to continue to provide high levels of service in a
complex environment caused by the Delta and Omicron
variants, and the challenges of a rapidly recovering market
from March 2022, and to retain staff.
Following the end of the three-year performance period
ended 30 June 2022, share appreciation rights (SARs)
awarded to employees in FY20 were tested to determine
whether the performance hurdles had been met. Vesting
of these SARs was conditional on achieving:
― service conditions - continued employment and
behaviour in line with our values; and
― performance conditions - EPS growth, with target
performance being set at 10% average EPS growth,
with a minimum hurdle of 6%.
As the business is continuing to recover from
COVID-19, the EPS performance condition was not met.
Consequently, all FY20 SARs lapsed unvested.
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 and preserve incentive
remuneration arrangements aligned with shareholders
while maintaining our ability to attract, retain, and
motivate staff during a period of heightened uncertainty.
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, effective cash management, client retention,
and the successful acquisitions of Travel & Transport and
Tramada. Despite significant ongoing turmoil within the
travel industry and very strong employment markets,
retention of senior leaders has been very high.
As disclosed in the FY21 Remuneration Report, the
FY21 Retention SARs vested in early FY22, with a total
of 431,786 CTM shares issued from 809,750 SARs
granted to 48 participants.
Following the end of the two-year performance period
on 30 June 2022, the FY21 Performance SARs granted to
employees in FY21 were assessed. Vesting of these SARs
was conditional on achieving:
― service conditions - continued employment and
behaviour in line with our values; and
― performance conditions - EPS growth, with target
performance being set at 20% average EPS growth
with a minimum hurdle of 16%.
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Directors' ReportContinued Remuneration Report Continued
With the continued impact of COVID-19 on earnings, the EPS performance condition was not met. The Board, for the first
time, exercised its discretion to reward senior executives for their achievements over the last two years. The outcome is
reflected in the Group’s FY22 underlying EBITDA result of $59.8 million despite the challenges created by the pandemic
and managing the rapid recovery in demand in more recent months. The Board required that half the shares issued as a
result of this vesting be subject to a six-month sale restriction from the release of the FY22 annual results.
Having achieved share price growth over the strike price of $9.89 (five-day VWAP to 30 June 2020), the FY21 Performance
SARs vesting will result in a total of 720,551 CTM shares to be issued from 1,664,500 SARs granted to 51 participants.
Travel & Transport Retention Remuneration
To retain select Travel & Transport executives following the Travel & Transport acquisition, cash retention payments
and SARs were awarded. During the year a total of USD 1.9 million ($2.7 million) in cash was paid to these executives as
retention payments, as approved by the Board. The vesting of the Travel & Transport Retention SARs was conditional on
achieving conduct and service conditions up to 30 June 2022.
As a result of share price growth over the strike price of $12.35, the Travel & Transport Retention SARs vesting will result in a
total of 308,222 CTM shares to be issued from 930,000 SARs granted to 23 participants.
Non-executive Director fees
There were no increases to Non-executive Director fees in FY22 (FY21: nil increase, reduction of 33% for the period to
1 August 2020).
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 – 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
Non-executive Director
Executive Directors
Sophie Mitchell
Jamie Pherous
Laura Ruffles
Cale Bennett
Non-executive Director
Managing Director
Global COO
Global CFO
Kevin O'Malley
CEO - North America
Other Key Management
Personnel
Larry Lo
KMP who ceased to
be KMP in FY21
Debbie Carling
Greg McCarthy
Neale O'Connell
Maureen Brady
CEO - Asia
CEO - Europe
CEO - Australia and New Zealand
Global CFO (ceased as KMP 26 February 2021)
CEO - North America (ceased as KMP 30 October 2020)
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Remuneration governance framework
Remuneration and Sustainability Committee
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, social, environmental, and governance
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 55 to 57.
To ensure the Committee is fully informed when
making remuneration decisions, it may seek external
remuneration advice. During the reporting period, the
Committee engaged independent consultants to provide
advice in relation to the long-term incentive structure.
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 has
three components:
― Fixed annual remuneration (FAR);
― Short-term performance incentives (STI); and
― Long-term (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 this mix 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 Key Performance Indicators
(KPIs). Incentive awards are subject to adherence to CTM’s
values and behavioural standards – failure to meet these
values and standards will result in disqualification from
incentive awards.
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 FY22 increases
to fixed annual remuneration were specifically targeted
where markets had moved.
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 following the release of
annual results.
The scheme is designed to reward and recognise
outstanding employee performance and the 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 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 in the
year and the financial performance of the Group in the
year; and
2. each individual’s performance against their KPIs.
The Board retains the discretion to adjust short-term
incentives, considering unexpected, unintended, or
individual circumstances.
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Directors' ReportContinued Remuneration Report Continued
Considering the uncertain environment for our employees and the travel industry more generally, adjustments were
made to the FY21 STI program, to split the FY21 STI into two opportunities across the first and second halves. Despite
initially deciding to revert the FY22 STI back to an annual opportunity, the Committee agreed to maintain the half-year
opportunity prior to calendar year-end for non-KMP participants in the STI program, given the ongoing uncertainty being
caused by the pandemic and emergence of the Omicron variant in late 2022. Short-term incentives were awarded more
broadly across the Group than usual in FY22 to recognise the efforts of operational staff through the uncertainty caused by
the pandemic, the recovery period experienced from March 2022, and to encourage retention.
1. Financial Performance
In FY22, the incentive pool for each half was only formed if the Group achieved predetermined financial targets set by the
Committee. The criteria for FY22 required positive EBITDA, 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 mergers and acquisition activity (underlying EBITDA).
If the global and regional underlying EBITDA results meet expectations, the full STI pool will form. Conversely, if results
are below expectations, only a fraction of the pool, or possibly none of the short-term incentive pool will form. 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
predetermined 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. The Committee did this in
FY21 to recognise the extraordinary achievements of certain members of the team in the United Kingdom.
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 FY22, these targets were focused on the following core metrics
which were set by the Board at the beginning of the financial period: cost containment, productivity, 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 Bennett
Kevin O’Malley
Larry Lo
Debbie Carling
Greg McCarthy
Title / Region
MD / Global
COO / Global
CFO / Global
CEO / North America
CEO / Asia
CEO / 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%
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Remuneration Report Continued
FY22 Reward Outcomes under STI
As the world responded to the impact of the COVID-19 pandemic, CTM continued to face challenging operating conditions
in FY22. Government-mandated shutdowns, border closures, quarantine arrangements and travel restrictions all featured
throughout the world for parts of the financial year. Travel restrictions started to be lifted in March 2022 resulting in a surge
in travel demand creating a set of different challenges for the leadership teams.
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 Bennett
Kevin O’Malley1
Larry Lo1
Debbie Carling1
Greg McCarthy
Neale O'Connell2
Maureen Brady1,2
Maximum
STI Potential
(FY22)1
$500,000
$1,050,000
$200,000
$689,180
$264,919
$366,636
$50,000
FY22
FY21
Awarded %
Forfeited %
Maximum STI
Potential (FY21)1
Awarded %
Forfeited %
80%
55%
75%
30%
0%
100%
50%
20%
45%
25%
70%
100%
0%
50%
$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%
1 Maximum STI potential is determined in local currency and converted at average exchange rates.
2 Ceased to be a KMP in FY21.
The STIs awarded reflect a combination of financial and non-financial outcomes versus targets for individual KMPs,
and meeting service and behaviour expectations. Kevin O’Malley‘s reported STI outcome does not include the retention
payment of $551,344 agreed to during the acquisition of Travel and Transport in 2020 as continued service was
the only requirement.
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Directors' ReportContinued Remuneration Report Continued
Variable Remuneration - long-term (equity-based)
incentives (LTI)
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) have been
made annually according to the role and influence on
long-term performance. A SAR is a right to receive an
award that 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, conduct
expectations, and EPS growth.
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 five trading days
prior to 30 June immediately preceding the grant of SARs
against the five-day VWAP immediately preceding the
time that the Board determines the performance hurdles
are satisfied. The use of a five-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.
Participation in LTI program
In FY22, 83 senior employees were invited by the Board
to participate in the equity incentive scheme (FY21: 74).
All Executive KMP, other than the Managing Director,
participated in the FY22 equity incentive scheme.
Performance hurdles and performance period
Temporary adjustments to the SARs performance period
in FY21 created a gap in the vesting schedule, with no
SARs due for vesting at the end of FY23. Consequently,
in FY22 SARs were issued in two equal tranches with
performance to be tested over periods of two years
and three years.
Talent retention and motivation are critical to CTM’s
business performance and to creating wealth for
shareholders. In our experience, employees in the travel
industry with transferable skills who are experiencing
uncertain prospects have been targeted by other
industries during the period of pandemic-induced
uncertainty. The temporary adjustments to our FY21 and
FY22 equity incentive programs were specifically modified
to deal with these challenges and were designed to retain
our key staff during this period of heightened uncertainty.
The FY23 equity incentive program will revert to a three-
year period.
The FY22 equity offer was comprised of two tranches
of SARs:
― Tranche 1: FY22 SARs were granted with vesting
conditional on achieving service and conduct
conditions and EPS growth over a two-year period
ending 30 June 2023; and
― Tranche 2: FY22 SARs were granted with vesting
conditional on achieving service and conduct
conditions and EPS growth over a three-year period
ending 30 June 2024.
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The FY22 SARs will vest on a scaled basis as follows:
Minimum EPS growth from 1 July 2021 – 30 June 2023 or 30 June 2024 as relevant
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)
Portion of SARs that become
performance qualified
50% of SARs
75% of SARs
100% of SARs
SARs will become performance qualified on a straight-line basis where average EPS growth over the three-year testing
period falls between 16 and 20%.
While temporary adjustments were made in FY21 and FY22 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 expectations of employee conduct.
The Board may exercise its discretion with respect to adjustments to thresholds and targets at the time of testing.
The Board retains the discretion to adjust equity incentives (including vesting conditions, performance hurdles and
the forfeiture of unvested LTIs) considering unexpected, unintended or individual circumstances. The Group will provide
a clear explanation if any adjustments are made to thresholds and targets.
Future Period LTI Program Changes
In FY22 we have undertaken a review of the Long-Term Incentive program, with the assistance of an independent
executive remuneration advisor. Following this review, the Board has made changes to the program to ensure its
continued appropriateness for all stakeholders. From FY23 onwards, eligible executives will be offered Performance
Rights, summarised as follows.
Feature
Description
Opportunity
Vehicle
The value of the performance rights issued each year to an eligible executive will typically be set between
5% and 75% of FAR. The opportunity for each eligible executive is determined at the beginning of each
financial year.
Each Performance Right entitles the eligible executive to the right to one share of Corporate Travel
Management Limited for nil consideration.
Performance Period
Performance will be measured over three years.
Performance measures
The performance measures include a share price gateway, determined at the outset of the performance
period, and an underlying EBITDA target vesting schedule to be determined each year at the time of
granting. Should the share price measurement finish below the gateway, no performance rights will vest.
Allocation methodology
The number of rights awarded is calculated by dividing the Opportunity by the fair value of the
Performance Right, with no discount for the likelihood of non-market linked performance conditions
being met.
Fair value methodology
The fair value of Performance Rights is calculated using the monte carlo method, in accordance with
AASB2 Share-based payment.
Settlement
Vesting Performance Rights will be settled in equity.
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Directors' ReportContinued Remuneration Report Continued
Cessation of employment, change of control
and clawback
All unvested SARs and Performance Rights lapse
immediately upon cessation of employment with the
Group. However, the Board has discretion in exceptional
circumstances to determine that SARs and Performance
Rights be retained and the terms applicable following
cessation of employment. Special circumstances include
events such as retirement, redundancy, death, and
permanent disability. Should a Change of Control Event
occur, 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.
Unvested SARs and Performance Rights 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 or Performance Rights 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 LTI awards.
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FY22 Reward Outcomes under equity incentive plan
FY22 SARS
Temporary adjustments to the SARs performance period
in FY21 created a gap in the vesting schedule. Therefore,
in FY22 SARs were issued in two equal tranches with
performance to be tested over periods of two years
and three years. In FY22, a total of 2,400,500 SARs
were awarded to 83 participants (FY21: 3,354,250 to 74
participants) as follows:
― Tranche 1: 1,200,250 SARs were granted with vesting
conditional on achieving service and conduct
conditions and EPS growth over a two-year period
ending 30 June 2023; and
― Tranche 2: 1,200,250 SARs were granted with vesting
conditional on achieving service and conduct
conditions and EPS growth over a three-year period
ending 30 June 2024.
FY21 SARS
With the continued impact of COVID-19 on earnings,
the EPS performance condition was not met. Following
FY22 year-end, given the exceptional performance of the
business despite the challenges created by the pandemic
and managing the rapid recovery in demand in more
recent months, the Committee resolved to exercise its
discretion to vest 100% of the FY21 Performance SARs. This
is the first time since the Group was listed on the ASX that
the Board has exercised its discretion in this way.
Having achieved share price growth over the strike
price of $9.89 (five-day VWAP to 30 June 2020), the FY21
Performance SARs vesting resulted in a total of 720,551
CTM shares granted from 1,664,500 SARs awarded to 51
participants. A six-month disposal restriction has been
placed on half of the shares issued through the vesting
of the FY21 Performance SARs.
FY20 SARs
The three-year performance period for the FY20 SARs
ended on 30 June 2022. 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% average 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 FY20 SARs
were tested. As the minimum EPS growth condition
was not met, 100% of the FY20 SARs lapsed.
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Directors' ReportContinued Remuneration Report Continued
The following table sets out details of the SARs granted to persons in their capacity as Executive KMP that have not
yet vested or been cancelled as at 30 June 2022. Additionally, movements during the period are noted.
Value per
right at
grant date
No. of rights
vested
during
the year
Vested
%
Forfeited /
Lapsed
%
Max value
yet to vest
$
1 July 2021
62,500
$7.21
62,500
100%
2020
30 June 2022
Name
Financial
year of grant
Vesting
Date
No. of rights
granted
2022
2022
1 July 2024
1 July 2025
62,500
62,500
Laura Ruffles
2021
Performance1
2021
Retention
Cale Bennett
2019
2022
2022
2021
2022
2022
Larry Lo
2021
Performance1
2021
Retention
1 July 2022
125,000
1 July 2021
1 July 2023
1 July 2024
100,000
150,000
50,000
50,000
1 July 2024
100,000
1 July 2024
1 July 2025
37,500
37,500
1 July 2022
75,000
$5.33
$6.05
$7.18
-
-
-
-
-
-
$1.67
$4.80
$3.66
$4.39
$6.00
$3.66
$4.39
$2.67
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 July 2021
37,500
$2.29
37,500
100%
2020
30 June 2022
2019
2022
2022
1 July 2021
1 July 2024
1 July 2025
75,000
75,000
37,500
37,500
1 July 2022
75,000
$1.67
$4.80
$3.66
$4.39
$2.67
-
-
-
-
-
-
-
-
-
-
1 July 2021
37,500
$2.29
37,500
100%
2020
30 June 2022
2019
2022
2022
1 July 2021
1 July 2024
1 July 2025
75,000
75,000
37,500
37,500
1 July 2022
75,000
$1.67
$4.80
$3.66
$4.39
$2.67
-
-
-
-
-
-
-
-
-
-
1 July 2021
37,500
$2.29
37,500
100%
Debbie Carling
2021
Performance1
2021
Retention
Greg McCarthy
2021
Performance1
2021
Retention
2020
30 June 2022
75,000
2019
2022
2022
2021
2021
Performance1
2021
Retention
1 July 2021
100,000
1 July 2023
1 July 2024
62,500
62,500
1 July 2022
187,500
1 July 2022
100,000
1 July 2021
50,000
2020
30 June 2022
100,000
2021
Performance1
2021
Retention
1 July 2022
75,000
1 July 2021
37,500
2020
30 June 2022
50,000
Kevin O’Malley
Neale
O'Connell2
Maureen
Brady2
1 2021 Performance Shares vested on 1 July 2022.
2 Ceased to be KMP in FY21.
$1.67
$4.80
$3.66
$4.39
$3.50
$2.67
$2.29
$1.67
$2.67
$2.29
$1.67
-
-
-
-
-
-
-
-
187,500
100%
50,000
100%
-
-
100%
-
-
-
-
-
-
50%
-
100%
-
-
-
-
100%
100%
-
-
-
-
-
-
-
100%
100%
-
-
-
-
100%
100%
-
-
-
-
100%
100%
-
-
-
-
100%
-
-
166,685
252,383
-
-
-
-
91,698
146,377
379,033
109,783
68,774
-
-
-
-
109,783
68,774
-
-
-
-
109,783
68,774
-
-
-
-
182,971
114,623
-
-
-
-
-
-
-
71
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Remuneration Report Continued
Correlation between variable remuneration and financial results
In considering the Group’s performance in the context of appropriate remuneration levels and structures, the
Remuneration & Sustainability Committee considers a variety of measures including financial results, share price growth
and the delivery of a return on investment to shareholders. Over the past three financial years, COVID-19 has created
substantial volatility in these measures. This is highlighted in the table below which outlines the performance of the Group
and shareholder returns over the last five financial years.
FY 2022
FY 2021
FY 2020
FY 2019
FY 2018
Net profit/(loss) attributable to members ($’000)
3,101
(55,351)
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) (%)
2.2
-
234.1
(13.4)
55.7
(43.0)
-
N/A
111.5
0.0
(8,185)
(7.5)
23,953
N/A
(56.9)
0.0
86,235
79.6
76,712
72.4
42,263
34,964
49.0
(17.6)
1.6
45.6
19.0
1.9
1 Based on dividends to be paid in respect of the financial year.
Contractual arrangements for Executive KMP
Each Executive KMP, including the Managing Director, has a formal contract, known as a service agreement. There were
no changes to the service agreements for Executive KMP in FY22.
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 Bennett
No fixed duration
12 weeks
12 weeks
Kevin O’Malley
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
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 $532,500 in FY22 (FY21: $515,593). Fees paid to Non-executive
Directors in FY22 are set out in the table below and are inclusive of superannuation. Fees are reviewed annually by
the Board.
72
Directors' ReportContinued Remuneration Report Continued
Chair
Member
Board
Audit & Risk
Committee
Remuneration &
Sustainability
Committee
Nomination
Committee
$242,500
$22,500
$22,500
$122,500
-
-
-
-
There were no increases to Board or Committee fees in FY22 (FY21: nil increase, a decrease of 33% to 1 August 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 benefits 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.
73
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Remuneration Report Continued
KMP Remuneration
Fixed Remuneration
Variable Remuneration
Name
Year
$
$
Cash
salary and
fees
Non-cash
benefits
Short
term
incentive
Equity
incentive3
$
$
Perfor-
mance
Related
%
Total
$
Leave
$
-
-
-
-
-
-
-
-
Superan-
nuation
$
-
4,834
13,182
12,181
13,182
12,181
26,364
29,196
-
-
-
-
-
-
-
-
FY22
242,500
FY21
229,961
FY22
131,818
FY21
128,218
FY22
131,818
FY21
128,218
FY22
506,136
FY21
486,397
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
242,500
234,795
145,000
140,399
145,000
140,399
532,500
515,593
906,482
44%
492,904
-
64%
53%
FY22
472,308
8,790
FY21
460,955
8,342
1,816
1,913
23,568
400,000
21,694
-
FY22
699,396
9,426
18,827
23,568
577,500
741,092
2,069,809
FY21
682,498
9,426
41,045
21,694
-
866,592
1,621,255
FY22
1,171,704
18,216
20,643
47,136
977,500
741,092
2,976,291
FY21
1,143,453
17,768
42,958
43,388
-
866,592
2,114,159
Non-executive
Directors
Ewen Crouch AM
Sophie Mitchell
Jon Brett
Sub-Total
Non-executive
Directors
Executive
Directors
Jamie Pherous
Laura Ruffles
Sub-Total
Executive
Directors
74
Directors' ReportContinued Remuneration Report Continued
Fixed Remuneration
Variable Remuneration
Cash
salary and
fees
Non-cash
benefits
Name
Year
$
$
Other Key Management Personnel (Group)
Superan-
nuation
Short
term
incentive
Equity
incentive3
$
$
$
Perfor-
mance
Related
%
Total
$
Cale Bennett4
Larry Lo5
Debbie Carling5
Greg McCarthy
Kevin O’Malley4,5, 6
Neale O'Connell7
Maureen Brady5,7
Sub-Total
Other Key
Management
Personnel
Total
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY21
FY21
378,306
128,067
575,228
548,960
350,893
343,213
374,551
385,761
1,256,280
384,661
297,879
103,204
7,500
2,500
-
-
-
-
-
-
25,166
17,803
23,568
150,000
364,640
935,656
7,093
3,179
3,106
-
-
-
127,050
223,625
178,913
270,616
814,016
747,229
10,904
366,636
223,625
964,639
10,503
-
178,913
547,756
16,396
23,688
25,000
223,625
663,260
21,694
-
178,913
596,290
6,901
206,754
533,865
2,042,882
-
6,012
(5,424)
17,071
-
13,660
-
-
-
-
260,909
676,885
164,698
480,236
-
116,864
FY22
2,935,258
32,666
66,519
68,240
748,390
1,569,380
5,420,453
FY21
2,191,745
26,315
68,953
59,467
-
1,089,396
3,435,876
FY22
4,613,098
50,882
87,162
141,740
1,725,890
2,310,472
8,929,244
FY21
3,821,595
44,083
111,911
132,051
-
1,955,988
6,065,628
55%
47%
27%
24%
61%
33%
37%
30%
36%
38%
34%
0%
Leave
$
11,642
5,906
11,984
16,250
12,581
15,127
9,922
13,916
13,512
1 Non-cash benefits represent the cost to the Group of providing parking, 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 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 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.
5 Payments made in local currency and converted at average exchange rates.
6 Kevin O'Malley was paid a $551,344 (US$400,000) retention bonus, agreed during the Travel & Transport acquisition in 2020. The bonus was paid based
on the continuance of service.
7 Ceased to be KMP in FY21.
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 received by Executive KMP during the year. Whether Executive KMP receives any value from the allocation
of equity incentives in the future will depend on whether applicable performance conditions are met.
75
Directors' ReportContinuedCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2022 Remuneration Report Continued
Other information
Minimum Shareholding Guidelines for Non-executive Directors
To align the Non-executive Directors’ interests 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 KMPs 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.
Common equity
Non-executive Directors
Ewen Crouch AM
Jon Brett
Sophie Mitchell
Executive Directors
Jamie Pherous
Laura Ruffles
Other Key Management Personnel
Cale Bennett
Kevin O’Malley
Larry Lo
Debbie Carling
Greg McCarthy
Share Appreciation Rights
Executive Directors
Laura Ruffles
Cale Bennett
Larry Lo
Debbie Carling
Greg McCarthy
Kevin O'Malley
76
Balance as at
30 June 2021
Purchased
Disposed
Received on
vesting of
rights
Other
changes
during the
year
Balance
at 30 June
2022
12,482
1,249
27,612
19,240,000
50,000
-
102,429
121,632
33,578
89,699
714
250
714
-
-
-
-
-
-
-
-
-
-
-
-
(1,740,000)
-
-
-
-
-
(33,329)
33,329
-
10,665
(52,000)
(20,000)
(3,000)
(25,000)
-
19,997
19,997
19,997
-
-
-
-
-
-
-
-
-
-
13,196
1,499
28,326
-
17,500,000
50,000
10,665
50,429
121,629
50,575
84,696
Balance as at
30 June 2021
Awarded
during
the year
Vested
during
the year
Lapsed /
Forfeited
Other
changes
during
the year
Balance
at 30 June
2022
437,500
125,000
(62,500)
(250,000)
185,000
100,000
(20,000)
(25,000)
262,500
262,500
287,500
75,000
75,000
75,000
(37,500)
(150,000)
(37,500)
(150,000)
(37,500)
(175,000)
187,500
125,000
-
-
-
-
-
-
-
-
250,000
240,000
150,000
150,000
150,000
312,500
Directors' ReportContinued 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 options
There are currently no unissued ordinary shares of CTM
under options. No share options were granted as equity
compensation benefits during the financial year (FY21: nil).
Loans to KMP
There have been no loans granted to Non-executive
Directors and Executive KMP of the Company or their
related entities (FY21: 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 FY23.
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 2022.
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