Elevate
through
experience
ANNUAL REPORT | 2023
Acknowledgement of Country
In the spirit of reconciliation, Corporate Travel
Management acknowledges the Traditional
Custodians of country throughout Australia
and their continued connections to land,
sea and community. We pay our respect to
their Elders past, present and emerging
and extend that respect to all Aboriginal
and Torres Strait Islander peoples today.
Elevate through experience
Welcome to the Corporate Travel Management (CTM)
2023 Annual Report.
This year, our business, employees, customers, and industry partners have been
presented with an exciting opportunity to reshape travel solutions, to benefit the
industry, and meet the needs of a new era in travel, an era where knowledge,
experience and, increasingly, technological innovation are critical to business
success. The past year has been a transformative period, where we have invested
in technology and our people, to redefine our travel solutions and emerge as
leaders in the new travel environment.
Our team has broad industry experience and knowledge, and we recognise
the importance of understanding the past to design for the future.
The ability to design effective and high‑impact solutions fit for the future must be
underpinned by a strong foundation of industry experience and knowledge, which
CTM has, to enable every travel stakeholder to elevate their influence and impact
on the travel management experience. We are delivering innovative solutions to
our customers, who are seeking new support services via new channels and tools,
presenting new booking behaviours and preferences, in an environment of new
content distribution and contracting frameworks. We are supporting a new
generation of travel professionals entering our business, sharing our knowledge
and experience, and investing in them to ensure future success.
“We recognise the importance of
understanding the past to design for
the future.”
CTM is committed to elevating our business practices, employee offerings,
customer solutions and our influence on the travel industry by leveraging our
shared experience and expertise. In the following pages, we will share
our commitments and achievements made over the past year,
as we look forward to rising higher in the year ahead.
2
In this report
FY23 Highlights
Intelligent Service Delivery
Chairman’s Report
Managing Director's Report
Board of Directors
Executive Team
Sustainability Summary
Financial Report
5
6
8
10
12
14
16
20
3
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 4
FY23 Highlights
New Client Wins1
$2.95bn
Client
Retention
97%
30 June FTE
Staff Count
3,206
(+351 v FY22)
Underlying EBITDA
Revenue and other income
$167.1m
$660.1m
Statutory NPAT
attributable to owners
$77.6m
1
Based upon client assumptions of annualised spend at time of winning.
5
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Intelligent Service Delivery
CTM recognises the significance of delivering exceptional
customer experiences while ensuring internal efficiency
within our operations. According to CTM’s 2023
Global Customer Survey, the number one benefit our
customers receive from their CTM travel program is our
travel expertise and customer service1. Additionally, our
customers' top focus for their travel programs in the
year ahead are cost reduction and customer service.
To achieve this delicate balance between service delivery,
efficiency and cost savings, we are harnessing the power of
automation and artificial intelligence (AI) to revolutionise
the way we deliver service by putting fast, personalised
and intuitive support in the hands of our employees and
customers when and where they need it.
Through the use of chatbots, natural language processing,
predictive analytics and workflow optimisation, CTM is
delivering heightened personalisation and speed of
service to elevate the customer experience at every
stage of their journey.
By making a significant investment in our back‑end
automation, manual tasks such as cancellations, changes,
itinerary reprints, and tech support can be streamlined,
enabling our highly skilled travel consultants to focus on
providing high‑touch service and expertise to address
more complex travel needs and provide value beyond
traditional booking transactions.
Our customers play an integral role in our technology
strategy, which places the users front and centre of
our development roadmap. Our ongoing investment in
developing proprietary technology solutions means we
can deliver on our customers’ new and evolving needs as a
priority, while having regional tech hubs in all four markets
means we can develop solutions in one market without
impacting the development roadmap in others.
We communicate directly with customers at every stage
of the development process where possible, helping us
to move quickly from idea generation to deployment.
Through our CTM User Labs, customers have early access
to products in development and testing phases, providing
channels for valuable user feedback to maximise user
experience and adoption. This connects the people
who build our products with the people who use them,
providing a better understanding of our customers’
specific challenges and requirements, and enabling our
technology users to share ideas on how to improve our
product offering. We integrate this information with the
latest market and industry intelligence to deliver flexible
solutions that are engineered to last, and we believe our
tools are the most intuitive, responsive and easy to use on
the market.
CTM’s Lightning online booking tool leverages AI to make
smart, personalised itinerary recommendations based
on traveller preferences, historical travel patterns and
corporate policy requirements, enabling travel arrangers to
book the most compliant and relevant travel experiences
for their business at maximum speed and cost efficiency.
To further improve efficiency and open additional booking
channels for customers, in FY23 we developed a proprietary
AI solution called CTM Scout. Scout is an interactive chatbot
housed inside the CTM Portal and Microsoft Teams, which
assists clients and travel consultants to complete common
travel requests and queries that were previously handled
manually. Scout uses AI technology, including natural
language processing, to seamlessly integrate multiple
travel systems into a single service product, resulting in
improved operational productivity and a better, faster
service experience for CTM customers.
Scout supports time‑critical travel actions 24/7
and provides a fast track to service resolution during surges
in demand, alleviating demand on travel consultants and
enabling immediate outcomes for customers. For example,
Scout can automate high‑volume support requests such
as "cancel my trip" or "send me a copy of my invoice" at
any time of day. Users can also request to chat with a CTM
travel consultant at any time during the process should
they require. By leveraging AI, Scout is learning to solve
more complex problems every day with greater speed and
efficiency, to make a bigger and more positive impact on
our customers and employees.
Scout will be rolled out in all CTM regions throughout FY24.
1
CTM Global Customer Survey 2023
6
7
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Chairman’s
Report
Dear Shareholder
Year in review
The last year highlights the significant progress
and achievements of Corporate Travel Management (CTM)
as the business and the travel industry recover from the
impacts of the global pandemic. I take immense pride in
the continued success and growth of this organisation.
The FY23 financial result was driven by a combination of
effectively integrating the transformational acquisitions
CTM completed in FY21 and FY22, significant new client
wins and technology enabled productivity gains.
Our continued focus on developing our proprietary
technology solutions and leveraging the Group’s strong
competitive position gave us the platform to invest
in rebuilding CTM’s workforce during the year. CTM’s
employee numbers have grown to more than 3,200 people.
Corporate Travel Management (CTM) has made substantial
strides amid pandemic recovery, driven by acquisitions, new
clients, and technology gains, and recruitment initiatives.
Much of this increase was necessitated by our confidence
in the global rebound in corporate travel. We invested in
excess capacity during the first half of the financial year,
to position the business to respond to continued growth
in customer demand in the second half and beyond,
reinforcing our reputation for personalised service.
The outlook continues to trend well with CTM signing
significant multi‑year contracts with the UK Home Office
(awarded April 2023) and Australian Government
(commenced 1 July 2023). These contracts utilise CTM’s
technology suite and relevant travel tools to realise savings
benefits. Not only do these contracts complement CTM’s
general corporate business but also will in turn allow CTM
to be more efficient in its overall service delivery.
Recruitment remains a challenge in a tight labour market,
with increased competition for talent. CTM continues to
implement proactive and strategic recruitment initiatives,
offering competitive compensation packages, promoting
employee engagement and retention, and focusing on
diversity and inclusion to attract a broader range
of candidates.
Our value proposition of personalised service, proprietary
technology, and measurable value for clients, sees CTM
primed to benefit as corporate travel activity returns to
near pre‑pandemic levels across all our major markets.
Financial performance
The financial performance of the Group reflects the
significant increase in travel demand globally, as
COVID‑19 related restrictions were lifted, and operational
performance benefited from client wins and the strategic
acquisitions made in prior years. Revenues grew through
the year, accelerating alongside the industry recovery,
showing strong momentum into FY24.
The Group reported a statutory Net Profit After Tax
attributable to owners of $77.6 million compared to the
prior year profit of $3.1 million. Excluding one‑off or
non‑recurring items, underlying Net Profit Before Tax was
$124.8 million. This was a strong performance in the context
of an industry still recovering through capacity constraints,
highlighting CTM’s customer wins and retention
and operational leverage.
The Group maintained its strong liquidity position, finishing
the year with $151.0 million in cash, no debt and committed
available facilities of $100.0 million at 30 June 2023.
CTM’s strong balance sheet allows investment in staff,
automation and in proprietary technology.
These investments position the Company to leverage
the growth in travel demand and to deliver on its value
proposition – customer service, industry leading
technology and Return on Investment (ROI).
8
Dividend
Year ahead
In view of the Group’s strong performance throughout
the 2022‑23 financial year and the outlook for FY24,
the Directors determined to pay a final unfranked dividend
of 22 cents per share. Combined with the unfranked
interim dividend of 6 cents per share, the Group paid total
dividends for the year of 28 cents per share, representing
52% of the Group’s Net Profit After Tax.
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.
Sustainability
CTM has invested further in its commitment to
sustainability as the world moves towards net zero
carbon emissions. While corporate travel is essential to
economic growth and prosperity, we recognise that the
energy and other resources it consumes can contribute to
climate change. The Group’s commitment reinforces the
importance of embedding sustainable practices into all
aspects of the business.
With the support of independent experts, CTM undertook
its first formal Climate Change Impact Assessment during
the financial year. This work identified the potential
pathways of material risks and opportunities for the
business and has helped to define how to effectively
mitigate climate‑related impacts including
the introduction of carbon reduction strategies.
These and other initiatives are detailed in our
FY23 Sustainability Report.
Board composition
Marissa Peterson joined the Board as a Non‑Executive
Director on 25 October 2022. Marissa’s background in
technology and her experience in executive leadership
development are invaluable. She makes a significant
contribution to the Board’s strategy direction, discussions
and decision‑making.
The effective integration of acquisitions through
the COVID‑19 period has now been successfully
completed. CTM’s next phase is to leverage this scale
through our people, technology solutions and systems
with a renewed focus on operational excellence
and productivity efficiencies.
We continue to invest in our people, enhance our
technological capabilities, and explore new avenues for
expansion. Our commitment to sustainability and assisting
our clients to make responsible travel decisions continues
to be at the forefront of our initiatives.
CTM’s business model has enabled the Group’s return to
sustainable growth in shareholder value, and its prudent
business planning and focused risk management ensures
its future is bright.
On behalf of the Directors, I thank all CTM team members
for their efforts throughout the year to deliver exceptional
travel experiences for our customers. I also thank our
clients and shareholders for your continued support.
Yours sincerely,
Ewen Crouch AM
Chairman
Corporate Travel Management Limited
23 August 2023
9
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Managing
Director's Report
The performance of our business gathered momentum
during FY23 as the corporate travel market rebounded
from COVID‑19 and the actions we took during
the pandemic to re‑position the Group began to
deliver results.
Our commitment to personalised service, technology
innovation and demonstrated return on travel spend has
supported our customers to return to corporate travel
and the benefits of connecting face‑to‑face with their
business partners. Our ability to support our customers’
complex travel needs has been rewarded with 97% client
retention and new client wins which are expected to
generate an additional $2.95 billion in total travel volume
(TTV) into FY24.
Our May 2023 Global Customer Survey results indicate
where clients expect to do the same or more travel in the
next 12 months:
— customer meetings (94%)
— internal meetings (91%)
— international business trips (85%)
— same‑day business trips (84%)
CTM was awarded the UK Home Office Bridging
Accommodation and Travel Services contract in
April 2023, which has an estimated TTV of approximately
$3 billion over 2 year term with 1 year option.
This work commenced in June 2023, and involves complex
services and logistics support that will be delivered by
an established team with specialist skills in crisis and
humanitarian management situations. Our responsibility is
limited to travel‑related functions including sourcing
and managing accommodation allocations, transport
logistics and meals.
The Asia region in which we operate, has staged a
remarkable turnaround since the Chinese corporate travel
market re‑opened early in 2023. To address challenging
market conditions in the region during the pandemic,
we made the strategic decision to focus on our core
businesses and close a number of non‑core divisions.
This enabled us to deliver record profits since March 2023
on revenue levels which are approximately 70% of
pre‑pandemic performance.
Strong operational performance across all of our regions
has created momentum into the current financial year,
with EBITDA averaging $20 million per month between
February and June 2023. The business has also maintained
a robust financial position with no debt and $151.0 million
cash as at 30 June 2023.
Strong operating performance in all regions
Our strong financial position enabled CTM to capitalise on
a number of strategic opportunities during the pandemic.
As a result, the Group is a larger and stronger business
across all of our four global operating regions.
During the year, we completed the integration of the
Helloworld corporate and entertainment businesses
(Australia and New Zealand), which has been instrumental
in CTM being awarded the Whole of Australian
Government travel management services contract,
arguably the largest corporate account in Australia, further
strengthening our niche in the Government sector.
This program commenced on 1 July 2023, and is for a
4‑year term with 3 x 1 year options.
Our focus in the North American region is dedicated to
market share growth, and capturing technology and
automation gains after we completed the integration
of the Travel & Transport acquisition. The corporate
travel market continues to recover from the challenges
experienced in the first half of FY23. Capitalising on our
expanded regional presence, we experienced significant
revenue improvement since March as our new clients have
come online and expect to outperform in market share
gains into the future.
The European business has been our largest revenue
and profit contributor during FY23. This region achieved
record financial performance, near doubling EBITDA
compared to pre‑pandemic (pro forma FY19) levels with
major market share gains and customers adopting our
proprietary technology platform.
10
Personal service and proprietary technology
Sustainability
At the end of FY23, the Group now employs more than
3,200 full‑time equivalent people globally, approximately
25% more staff than in FY19, before the pandemic and the
integration of our recent acquisitions. Staff resourcing has
largely stabilised after we re‑built our workforce to support
the corporate travel rebound. With an expanded global
team adopting flexible work practices, our focus during
the year has been to establish the optimal organisation
structure and technology ecosystem to deliver our unique
mix of personal service and automation. Our new Global
People Strategy also gives us a framework to attract
and retain the best talent in the industry through
innovative recruitment, staff engagement, reward and
recognition, and professional development initiatives.
CTM’s proprietary technology has always been a
cornerstone of our business model. Having expert in‑house
capability and our own intellectual property allows us
to rapidly develop and adapt our technology to provide
tailored solutions to meet fast‑changing client needs.
We see AI technology as an opportunity to enable a
seamless interactive experience for our customers
and provide superior self‑service capability at any time
of day, at the same time as driving efficiencies that free
our people to support our customers’ more complex
transactions and urgent service needs.
Over the past two years, we have embraced the
opportunity to build AI solutions into our existing product
suite and operating ecosystem, and we will continue to
modify, learn and adapt these solutions.
Supporting our customers to make informed sustainable
travel decisions is a growing focus for our business and our
people. While our carbon footprint as a service business
is relatively small, we can make a positive difference in a
number of ways. For customers, we provide an evolving
range of sustainable travel solutions and reporting tools.
For our business, we have made progress in understanding
and managing our climate change impacts. The progress
we have made in these areas is explained in detail in our
full Sustainability Report which is available on our website.
In conclusion
The last two years have transformed CTM as we adapted
to the impacts of the pandemic and took the opportunity
to re‑position the business. I am grateful to all of our
people who have continued to deliver excellent customer
service through a period of unprecedented change for
the industry and the business. I would also like to thank
our customers, suppliers, partners and shareholders for
your continued support. I look forward to the year ahead
and creating new opportunities to deliver value for all
stakeholders in the continuing success of CTM.
Yours sincerely,
Jamie Pherous
Managing Director
Corporate Travel Management Limited
23 August 2023
Strategic initiatives
The Group focused on the following key strategic initiatives for FY23.
Focus on organic growth
— Enhance our value proposition to
meet the needs of a new travel
environment, while leveraging
our expertise, scale and footprint
to service customers in new
travel niches (government,
entertainment, SME).
Elevate service through
automation and AI
— Deliver significant internal
and customer‑facing
productivity gains through
integration of AI and robotic
process automation (RPA)
within CTM’s service channels.
Increased customer engagement
Technology investment
— Implement Client Advisory
Boards in all regions and establish a
dedicated Government travel team
to service a growing specialisation.
— Ongoing investment in CTM’s
proprietary technology which
underpins the majority of new
customer wins.
Employee engagement
— Re‑launch key employee
recognition and development
programs (CTM All Stars Awards
and HiPo) and employee listening
(CTM Pulse).
Acquisition integrations complete
— Successful integration of
Helloworld acquisition and
retention of key client accounts,
deliver operational synergies
and leverage CTM technology.
11
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Board of Directors
Ewen Crouch AM
Jamie Pherous
Sophia (Sophie) Mitchell
Independent
Non-Executive Director
Sophie Mitchell has over 30 years of
corporate advisory, capital markets
and equity research experience.
She retired from Morgans in
June 2019 after over a decade as
an Executive Director in Morgans'
Corporate and, prior to this, she was
Morgans' Head of Research.
Sophie is a Non‑Executive Director of
Morgans Holdings (Australia) Limited,
Firstmac Limited, Myer Family
Investments Limited, and Tourism
Holdings Limited, and Chairman
of HealthcareLogic Global Limited
(retired July 2023). She was a member
of the Australian Government
Takeovers Panel between
2009 and 2018.
Chairman, Independent
Non-Executive Director
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.
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, Chair
and Non‑Executive Director of RSL
LifeCare Ltd (since October 2022)
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.
12
Jon Brett
Marissa Peterson
Laura Ruffles
Independent
Non-Executive Director
Independent
Non-Executive Director
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.
Jon 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.
Marissa Peterson is President
and CEO of Mission Peak Executive
Consulting, a Silicon Valley
leadership coaching business.
She is based in the United States
and brings extensive experience
in governance, technology
and digital transformation,
and executive development.
Marissa's extensive board experience
includes past roles as Chairman of
optical communications solutions
company, Oclaro, between 2013
and 2018, and as a Non‑Executive
Director of ASX‑listed Ansell, from
2006 to 2021. She has also been a
Director of a range of US‑based
companies including Humana,
Supervalu, Children’s Hospital of
Stanford, Quantros and Covisint,
and a Board Trustee of
Kettering University.
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 30 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.
13
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 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.
Laura Ruffles1
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 30 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 28 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.
Debbie Carling
CEO - 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.
1
Laura Ruffles was appointed CEO ANZ, Asia & Europe on 1 July 2023.
14
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).
Cale Bennett1
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.
1
Cale Bennett ceased to be the Global CFO on 28 July 2023. James Patterson was appointed Acting Global CFO on 28 July 2023.
15
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Sustainability
Summary
Introduction
Materiality Assessment
Sustainability Performance
Impacts of Climate Change
17
18
19
19
16
Introduction
Provided below is a summary of Corporate Travel Management's ('CTM' or 'the Company') FY23 Sustainability Report
which has been produced separately to the FY23 Annual Report. The standalone report provides details on our
performance against our objectives, targets and to look ahead towards FY24, as the Company continues to progress
it's sustainability performance.
CTM’s Sustainability Strategy is founded on four key pillars that align with the World Economic Forum reporting
framework – Governance, Planet, People and Prosperity. The strategy continued to evolve in FY23 with renewed vigour
and purpose. We implemented business programs to improve the environmental, social and governance (ESG) aspects of
our operations that are material to the Company and its stakeholders in the markets in which we operate.
In FY23, we met our commitment to assess stakeholder needs and understand key material topics. We assessed our
climate‑related impacts as aligned to the Taskforce on Climate‑related Financial Disclosures (TCFD), and further improved
Diversity, Equality and Inclusion within our workplaces. We streamlined our Prosperity values and philanthropic activities to
maximise benefits to the communities in which we operate.
During the year, our approach to measuring scoped greenhouse gas (GHG) emissions matured, including Scope 3 emissions
as material to CTM. As part of our alignment with stakeholder expectations, we introduced the CTM Carbon (net) Positive
Program (C(n)PP), commencing in FY24, to focus on the Company’s pathway to becoming carbon (net) positive by 2030.
Delivery of our longer‑term objectives depends on combining innovative thinking with planning and collaboration.
Strengthening our partnerships with suppliers and other stakeholders to support our customers' goals and to improve their
sustainable travel commitments is key to achieving these objectives.
In FY23, CTM introduced a revised materiality reporting methodology for ESG. As such, a number of key financial
and strategic measures are included within the Sustainability Report. To provide assurance of CTM’s ESG direction to meet
stakeholder expectations towards sustainable development, all ESG and sustainability measures are identified
and presented in this report.
CTM’s Sustainability Strategy and reporting frameworks are founded on guidance from the following resources, as
demonstrated throughout this report.
The Sustainability Report can be accessed below:
17
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Materiality Assessment
Stakeholder engagement is vital to staying relevant in
the travel industry and managing issues that may impact
our stakeholders. Strong engagement provides critical
foundations for short, medium and long‑term strategy
and performance monitoring, and allows CTM to allocate the
correct resources to target key areas of material importance.
During FY23, CTM engaged internal and external
stakeholders in a materiality assessment to identify the ESG
topics that are most important to the business.
The assessment was completed in alignment with the
Sustainability Accounting Standards Board (SASB) reporting
framework, including Leadership and Governance, Human
Capital, Business Model and Innovation, Social Capital,
and the Environment. This approach overlays CTM’s
sustainability performance pillars to establish the key
metrics. This is further defined by the Global Reporting
Initiative (GRI) framework, which identifies the reporting
principles against the standards. Full details of the outcomes
of the materiality assessment are included in the
FY23 Sustainability Report.
In a challenging business environment, CTM has weathered
the storm very well, and now needs to focus on business
forecast and delivery. Success will be when sustainability
is entrenched within the business, driving decisions.
18
Sustainability Performance
Sustainability is a key strategic element of how we conduct business every day.
We aim to be recognised as a global leader in travel management solutions, which
supports our reputation as an innovative and inspiring company of choice
for our stakeholders.
During FY23, CTM achieved solid performance against the reporting pillars of
our Sustainability Strategy – Leadership and Governance, Planet, People
and Prosperity. We progressed several planned initiatives to address a number
of sustainability gaps identified in FY22, including:
— Improving data transparency.
— Completing of our first formal Climate Change Impact Assessment.
— Calculating Scope 1, 2 and 3 emissions to establish
a suitable benchmark.
— Identifying leading energy and material reduction practices.
— Engaging carbon abatement programs to maximise
co‑beneficial value to the environment and community.
— Enhancing values to continue to support our diverse
and inclusive workforce.
— Re‑launching the High Potential (HiPo) program to identify
and nurture talent within the business.
Impacts of
Climate Change
With the support of S&P Global, CTM has undertaken its first formal
assessment of material risks and opportunities associated with
climate‑related impacts. The review aligns with the Financial Stability Board’s
globally accepted Taskforce on Climate‑related Financial Disclosures (TCFD)
standards and sets the foundation for measured climate‑related impacts on
CTM and its financial performance.
The Climate Impact Assessment has identified and outlined CTM's key threats
and opportunities. These include technology, energy management, market,
physical, and reputation risks. The key threats and opportunities, as further
detailed in the FY23 Sustainability Report, provide potential pathways for our
efforts in mitigating climate‑related impacts, like embedding sustainability
performance in the technology we provide to our clients. CTM will also
implement a Carbon (net) Positive Program in FY24 to effectively meet climate
change expectations and articulate the metrics and targets required to reach a
net negative carbon balance by 2030.
19
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Financial Report
Directors' Report
Corporate Governance
Remuneration Report
Independent Auditor's 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
21
32
33
51
52
53
54
55
56
57
113
114
121
123
20
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 2023.
Directors
Review of operations
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).
The Group continued to engage in its principal activity,
managing the procurement and delivery of travel
and accommodation agency services for its clients,
the outcome of which is disclosed in the following
financial statements.
— Sophie Mitchell (Independent Non‑Executive Director).
Corporate activity
— Jon Brett (Independent Non‑Executive Director).
— Marissa Peterson (Independent Non‑Executive Director,
appointed 25 October 2022).
— Jamie Pherous (Managing Director).
— Laura Ruffles (Executive Director).
Principal activities
The principal activities of the Group during the year
consisted of managing the procurement and delivery of
travel and accommodation agency services for its clients.
There were no significant changes in the nature of the
activities of the Group during the year.
Dividends
Dividends paid during the financial year were as follows:
2023
$'000
2022
$'000
Final ordinary dividend for the year ended
30 June 2022 of 5 cents per fully paid share
paid on 5 October 2022
Interim ordinary dividend for the year
ended 30 June 2023 of 6 cents per fully paid
share paid on 14 April 2023
Total dividends paid
7,316
8,780
16,096
‑
‑
-
Since 30 June 2023, the Directors have determined to pay
a final ordinary dividend of 22.0 cents per fully paid share,
unfranked, to be paid on 5 October 2023 out of retained
earnings at 30 June 2023.
The aggregate amount of proposed dividend is expected
to be paid out of retained earnings, but not recognised as a
liability at year end. Amount disclosed for FY22, $7,260,000
differs from the final dividend paid amount, $7,316,000
due to shares issued between 30 June 2022 and dividend
declaration date.
During the year, CTM acquired 1000 Mile Travel Group Pty
Limited which is an Australian‑based supplier of travel
management solutions, with a network of independent
experts specialising in providing business travel services
to small‑to‑medium sized enterprises. This acquisition
was completed during the year, and the entity has been
integrated into the broader Group. Refer to
note 9 'Business combinations'.
Group financial performance
The Group's statutory profit after tax of attributable to
owners for the financial year amounted to $77,574,000
(FY22: 3,101,000), while underlying EBITDA increased to
$167,062,000 in FY23 from $59,805,000 in FY22. Travel
demand increased globally as a result of the easing of
COVID‑19 related travel restrictions, enabling a dramatic
improvement in the Group’s financial performance
compared to the prior year. Increase in travel demand,
coupled with capacity constraints, meant high ticket
prices globally, with revenue yields continuing to be
impacted, however the Group's strong operating leverage
and technology drove EBITDA margins higher in FY23.
Activity in the Europe region continued to build, including
providing humanitarian accommodation services. The
reconciliation to profit before income tax from continuing
operations is set out in note 3 'Segment reporting'.
Over the past few years, transformational acquisitions,
investment in technology, and strategic cost management
have enabled the business to expand and grow through
enhanced scale, technology, integrated automation,
and an increasingly attractive value proposition for
customers in a persistent complex travel environment.
This will enable the Group to continue to grow strongly in
future periods.
The Group maintains a strong balance sheet with
no debt and cash of $150,985,000 as at 30 June 2023.
Outstanding bank guarantees increased from $17,746,000
at 30 June 2022 to $18,724,000 as at 30 June 2023, driven
by movements in foreign currency rates and increased
business activity.
21
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Underlying EBITDA to Net Profit Before Income Tax Expense from Continuing Operations ($m)
Underlying EBITDA
Integration costs
COVID‑19 bad debts recovery
Statutory EBITDA
Total EBITDA non‑recurring costs
Finance costs (net of interest income)
Depreciation and amortisation (exc. client contracts and relationships
Underlying profit before income tax
Total EBITDA non‑recurring costs
Impairment ‑ Held for sale assets
Amortisation ‑ client contracts and relationships
167.1
(5.2)
1.1
163.0
4.1
(1.7)
(40.6)
124.8
(4.1)
(1.7)
(14.6)
Profit before income tax from continuing operations
104.4
Regional operations
The key financial results are summarised in the following tables:
Consolidated Group
Reported AUD
TTV1
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit before income tax
2023
$'m
2022
$'m
Change
%
8,959.5
5,070.8
653.4
660.1
167.1
25.6%
124.8
377.4
388.7
59.8
15.8%
22.3
77
73
70
179
460
1 Whilst TTV has been disclosed above, revenue is a more reliable measure of performance and is consistent with CTM's business model of converting revenue to
profit, noting that 89% of CTM's revenues are derived from transactions, not overall price volume (TTV).
Australia and New Zealand
Reported AUD
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before income tax
2023
$'m
157.8
160.1
42.4
26.9%
15.0
Change
%
137
134
256
2022
$'m
66.5
68.3
11.9
17.9%
(3.7)
Compared to the prior year, the removal of all travel restrictions and the acquisition of Helloworld Corporate (HLO)
(owned for 3 months in FY22) led to an increase in total revenue and other income by 134% to $160,100,000 in ANZ, resulting
in underlying EBITDA of $42,400,000 (FY22: $11,900,000).
Strong domestic business travel demand continued throughout the period, with spending by clients considered fully
recovered despite booking activity remaining below historic levels. High prices by historic standards, particularly on the
key Brisbane‑Sydney‑Melbourne travel triangle and in international ticketing contributed to this position. Ticket prices
moderated somewhat in the second half of the period. International travel capacity continues to increase, with new carriers
increasing capacity above historic levels and Asia‑based carriers re‑entering the market after several absent years.
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
22
ContinuedDirectors' Report
Late in the financial year, CTM was awarded the Whole of Australian Government (WoAG) contract for a further 4 years,
with a 3‑year extension option. This was a significant achievement for the ANZ region with the contract forming part of
the strategic rationale behind the HLO Corporate acquisition. Management is confident that the structure of the new
agreement, which enables CTM to utilise more of its technology, will enable enhanced service for the client and productivity
for the business.
Management in the region was focused on client integration activities throughout the period to achieve
HLO Corporate synergies. Maintaining and improving service levels has remained a priority. Additional staff onboarding
and overtime costs were incurred as a result, however, these costs are considered temporary.
North America
Reported AUD
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit before income tax
2023
$'m
302.5
303.7
44.8
14.8%
28.2
2022
$'m
213.3
217.7
27.2
12.8%
4.9
Change
%
42
40
65
476
The easing of travel restrictions through the year drove a steady increase in total revenue and other income through the
period resulting in an increase of 40% to $303,700,000 in North America. This resulted in underlying EBITDA of $44,800,000
(FY22: $27,200,000).
Despite the ongoing recovery, travel activity in the region has been slower than expected, with our client base having
recovered to approximately 65% of pro‑forma FY19 levels. Short‑duration corporate travel demand was impacted by
airline disruption and negative airport experiences across the early part of 1H23, with some persistence through 2H23.
Throughout the period, management continued to focus on new customer wins, investing in the sales team to continue to
grow market share. Completing client integration activities following the Travel & Transport acquisition to achieve synergies
and improve scalability in the region was also a focus and is now complete. Staff numbers in the region were maintained
to ensure high client servicing standards and in recognition of staff shortages across the industry, which impacted the cost
base of North America during the first half. Staff numbers fell in the North America region through 2H23, supporting the
EBITDA/revenue margin which grew to 24.5%, and will continue to build as revenue recovers in FY24.
Asia
Reported AUD
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit/(loss) before income tax
2023
$'m
50.5
51.6
13.9
27.5%
9.0
2022
$'m
Change
%
248
198
14.5
17.3
(3.0)
(20.7%)
(9.0)
In Asia total revenue and other income for the period increased by 198% to $51,600,000, resulting in underlying EBITDA of
$13,900,000 (FY22: loss of $3,000,000).
The easing of restrictions in Hong Kong in the latter part of the first half enabled rapid recovery in travel demand in the
region, although supply remained very constrained. Mainland China's removal of restrictions in January 2023 now enables
rapid recovery in the Asia region. Further gains in revenue and underlying EBITDA are expected in Asia as airline capacity
increases, which is happening rapidly. While ticket prices are very high given the lack of supply, strong demand in the region
is resulting in low availability of seats.
The Asia region has grown its Corporate client base significantly through the year as significant competitors in the pivotal
Hong Kong market have exited from the market. This has enabled a strong revenue margin in the region. As capacity
increases across the region, the China‑outbound Wholesale market is also expected to rapidly recover, with the early signs of
this recovery showing strong signs for future profitability.
Whilst cost management has been a strong focus for the Asia region over the last few years, retention and sourcing of
staff is now the key focus to enable high levels of service for customers. The challenges are similar to those faced in the
other regions, although CTM has maintained staffing levels in Asia well ahead of competitors through the impacts of the
pandemic which positions the business well.
23
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Europe
Reported AUD
Revenue
Total revenue and other income
Underlying EBITDA
Underlying EBITDA as % of Revenue
Underlying profit before income tax
2023
$'m
142.6
143.0
84.1
59.0%
83.7
2022
$'m
83.0
83.9
37.4
45.1%
34.5
Change
%
72
70
125
143
Total revenue and other income increased by 70% to $143,000,000 in Europe, resulting in underlying EBITDA of $84,100,000
(FY22: $37,400,000).
Early in the year, strong travel demand challenged supply, resulting in travel impediments. This was most visible in
Heathrow's decision to limit traffic through its airport. However, this supply and demand imbalance was resolved over
the year, and the Europe region's performance benefited from major new client and contract wins, with high CTM
technology uptake over a significantly larger scale. Travel activity by our corporate and Government client bases grew rapidly
throughout the year, alongside the Group’s work relating to the UK Government's ongoing humanitarian work. The increase
in the UK Government activity in FY23 had a material impact on operating cash flow as a result of invoice terms.
Major new contracts and client wins, with high adoption of automation by all clients have contributed to the region’s high
margins. The level of margins in the second half of FY23 are unlikely to be sustained into the future.
In April 2023, CTM was awarded its largest customer contract, to manage the accommodation needs of asylum seekers
in the United Kingdom. The TTV associated with this contract is estimated to be in the vicinity of GBP 1.6 billion over 2 years.
Whilst this contract only became operational in June 2023, with little impact on the FY23 results, it is expected to contribute
significantly to the Europe region's results in future years.
Looking forward, driving organic growth, and developing our people and technology will remain the key focus. We expect
efficiency savings as a result of scale and technology in the region, which will benefit our customers, and drive strong results
in the future.
Group financial position
The Group continues to maintain a strong financial position, with net current assets of $128,281,000 and total equity of
$1,187,617,000. At 30 June 2023, the Group had no interest‑bearing liabilities (2022: nil), excluding lease liabilities.
Dividends
The Board determined to pay a final dividend of 22.0 cents per share, given the Group's financial performance, and the
strength of its financial position.
Earnings per share for profit/(loss) from continuing operations attributable to the ordinary equity holders of the Company
Basic EPS (cents per share)
Diluted EPS (cents per share)
53.1
52.9
2.2
2.2
2023
2022
24
ContinuedDirectors' Report Strategy and future performance
Travel industry disruption
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 the current period, 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;
— 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 2023, 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 that add scale in niche travel
sectors or which complement our existing business
and/or geographic footprint.
Material business risks
The potential material business risks that could adversely
affect the achievement of the Group’s business strategies
and financial prospects in future years are described below.
This section does not purport to list every risk that may be
associated with the Group’s business now or in the future.
There is no guarantee or assurance that the importance of
these risks will not change, or other risks emerge. While the
Group aims to manage risks in order to minimise adverse
impacts on its financial and reputational standing, some
risks are outside the control of the Group.
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.
Whilst the direct impact of COVID‑19 has passed, there is
no certainty that the demand for the Group’s services will
return to a level existing prior to the impact of COVID‑19
(on a pro‑forma basis), or how long such a return might
take. 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 through any downturn.
General economic conditions
The Group’s operating and financial performance is
influenced by a variety of general economic and business
conditions globally. A prolonged deterioration in general
economic conditions (both globally and regionally)
including a decrease in consumer and business demand,
are likely to have a material adverse impact on the Group’s
operating performance through a reduction in corporate
travel, including airline, hotel, and hire car reservations
and business or trade conferences. This risk is heightened
in the current uncertain economic environment.
It is anticipated that many of the markets in which the
Group operates will have economic downturns of differing
severity and duration, which could affect the desire of people
to travel in those markets, which would, in turn, 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.
25
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Supplier risk
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.
The Group may at times use 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 future 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.
Information technology
The Group relies on both its outsourced technology
platforms and develops its own software internally.
Whilst all third party systems are licensed, any failure or
disruption to the supply or performance of these systems
may have an immediate and a longer term impact on the
Group’s operations, client and supplier satisfaction and
company performance, which may have an adverse
impact on the financial performance of the Group.
The Group manages this risk by having system
redundancy, other back‑up measures, security
and monitoring programs in place. However, there can
be no assurance that the Group’s mitigation
arrangements will be sufficient to entirely prevent the
risk of significant systems failure.
The Group’s business model and financial prospects
and operations are reliant on mutually beneficial contractual
arrangements with a number of third‑party suppliers,
including airlines, rail travel providers and global distribution
system providers. The Group cannot be certain that
contracts with third‑party suppliers will be renewed
or the terms on which they may be renewed. If contracts
are not renewed or are renewed on terms that are less
favourable than current arrangements, there is a possibility
that this would diminish the attractiveness of the Group’s
offerings to consumers, which may result in the Group
being unable to generate earnings equal to those
historically generated by those contracts.
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, cease or significantly reduce engagement
with the Group or, in some cases, may not pay their debts
as and when they fall due. Receivable balances are actively
monitored on an ongoing basis and where issues are
identified, appropriate actions are taken to mitigate
the Group’s exposure to bad debts.
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
markets in which the Group operates. The Group cannot
be certain that clients will engage in any minimum level
of activity, that contracts with clients will be renewed or
the terms on which they may be renewed. If contracts
that account for material 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 which may result
in impairment of the carrying value those client contracts, if
any, or a reduction in profitability. 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 spread of
quality clients with exposure to a wide variety of industries.
For example, many of CTM’s essential travel clients,
including government, healthcare, mining, fly‑in fly‑out
(FIFO), fisheries, construction, and infrastructure continued
to travel during industry downturns, such as 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.
26
ContinuedDirectors' Report Cybersecurity and data protection
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.
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 problems in
implementing its strategy for any acquired businesses,
which could negatively impact the Group’s operations,
profitability and/or reputation. Further, the financial
performance of investments and the economic conditions
they operate within may result in impairment of
investments or goodwill should the recoverable amount of
the investment fall below its carrying value.
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, 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'.
The protection of client, employee, third party
and company data is critical to the Group’s operations.
The Group has access to a significant amount of client,
employee and third party information, including through
its database of clients. There is a risk of failure in the
Group’s operations or material financial loss as a result
of cyberattacks. Any unauthorised access to the Group’s
information technology systems (including as a result of
cyberattacks, computer viruses, malicious code or phishing
attacks) could result in the unauthorised release or misuse
of confidential or proprietary information of the Group,
its employees or clients, which may lead to reputational
damage, regulatory breaches, financial penalties, litigation
and compromised relationships with clients.
Further, cyber‑attacks or disruption in relation to suppliers
may impact the Group’s operations. For example, a
disruption in relation to airline operators could cause
significant disruption to travel schedules which may result
in the Group being unable to provide certain services
during that period or providing a less attractive service,
which may have an adverse impact on the operating
and/or financial performance of the Group. The legal and
regulatory environment surrounding information security
and privacy is increasingly complex and demanding. The
Group retains a significant amount of customer, employee
and third party information and the protection of that
information is critical to the Group’s operations.
The Group has monitoring programs and systems in
place to monitor and identify potential threats. It also
utilises third party expertise from technology partners
and maintains support arrangements for cyber incident
response and recovery. The Group also holds a cyber
breach insurance policy.
Competition
The Group operates in a competitive market, and the
Group’s business is subject to competition from existing
and new entrants and business models at any time.
Technological innovation is now challenging entire
business models and causing disruption to industry
structures. Technological developments have therefore
increased, and will continue to increase competition to
the Group’s businesses. Also, current competitors or new
competitors may become more effective.
If the Group does not adequately respond to competitive
forces, this may have an adverse effect on operational
and/or financial performance. A sustained increase in
competition from new entrants may result in a material
failure to grow, decline in profitability, or a loss of market
share or revenues.
The Group aims to continually improve its product
and service offering to attract and retain customers.
27
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Litigation risk
Significant changes in the state of affairs
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 (including as a result of COVID‑19) could
negatively impact the Group’s revenue streams
and ultimately, its financial performance.
The diversification of the Group’s businesses across
multiple jurisdictions and a diverse portfolio of customers
provides the Group with greater resilience if regional,
political or social instability arises.
There were no significant changes in the state of affairs of
the Group during the financial year.
Events since the end of the financial year
No matter or circumstance has arisen since 30 June 2023
that has significantly affected, or may significantly affect
the Group's operations, the results of those operations, or
the Group's state of affairs in future financial years.
Likely developments and expected result
of operations
The Group's global footprint, diverse client pool,
technology assets, and strong cost management has
enabled a strong underlying EBITDA result in FY23.
The Group is well‑positioned to grow our business
organically in FY24.
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 sustainability report for
additional information.
28
ContinuedDirectors' Report Information on Directors
Particulars of the skills, experience and special responsibilities of the Directors in office as at the date of this report
are set out below:
Mr Ewen Crouch AM BEc (Hons.), LLB, FAICD
Mr Jamie Pherous BCom
Independent Non‑Executive Director – Chairman
since March 2019
Executive Director, Managing Director
since May 2008
Experience and expertise:
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 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
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,
Chair and Non‑Executive Director of RSL LifeCare Ltd
(since October 2022) 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)
Jawun (since September 2015)
AnteoTech Ltd (since April 2022)
RSL LifeCare Ltd (since October 2022)
Former directorships (last 3 years):
Nil
Special responsibilities:
Chair of the Board
Chair of Nomination Committee
Audit & Risk Committee member
Remuneration & Sustainability Committee member
Interests in shares:
14,100 Ordinary shares in
Corporate Travel Management Limited
29
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Ms Laura Ruffles MBA, GAICD
Ms Sophia (Sophie) Mitchell B.Econ, GAICD
Executive Director
since December 2015
Independent Non‑Executive Director
since September 2019
Experience and expertise:
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 is responsible for all aspects of CTM’s business
performance. She joined CTM in 2010 and has been a key
contributor to its successful growth.
Other current directorships:
Australian Federation of Travel Agents
Former directorships (last 3 years):
Nil
Special responsibilities:
Global Chief Operating Officer
Interests in shares:
50,000 Ordinary shares in
Corporate Travel Management Limited
Interests in rights:
125,000 Share appreciation rights
and 30,219 performance rights in
Corporate Travel Management Limited
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, Firstmac Limited, Myer Family
Investments Limited, and Tourism Holdings Limited,
and Chairman of HealthcareLogic Global Limited
(retired July 2023). She was a member of the Australian
Government Takeovers Panel between 2009 and 2018
Other current directorships:
Morgans Holdings (Australia) Limited (since March 2018)
Myer Family Investments Limited (since December 2020)
Firstmac Limited (since November 2022)
Tourism Holdings Limited (since December 2022)
Former directorships (last 3 years):
Flagship Investments Limited (June 2008 ‑ November 2021)
Apollo Tourism and Leisure Ltd (September 2016 ‑
December 2022)
HealthcareLogic Global Limited (April 2022 ‑ July 2023)
Special responsibilities:
Chair of the Remuneration & Sustainability Committee
Audit & Risk Committee member
Nomination Committee member
Interests in shares:
28,326 Ordinary shares in
Corporate Travel Management Limited
30
ContinuedDirectors' Report Mr Jon Brett BAcc, BCom, 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.
Other current directorships:
Mobilicom Limited (since September 2018)
Former directorships (last 3 years):
Nil
Special responsibilities:
Chair of the Audit & Risk Committee
Remuneration & Sustainability Committee member
Nomination Committee member
Interests in shares:
4,500 Ordinary shares in
Corporate Travel Management Limited
Ms Marissa Peterson BSME, MBA
Independent Non‑Executive Director
since October 2022
Experience and expertise:
Marissa Peterson is President and CEO of Mission Peak
Executive Consulting, a Silicon Valley leadership coaching
business. She is based in the United States and brings
extensive experience in governance, technology and digital
transformation, and executive development.
Marissa held a number of senior executive roles at
Sun Microsystems over a 17‑year period, including
Executive Vice President of Sun Services, Executive Vice
President of Worldwide Operations, and Chief Customer
Advocate. She holds a Bachelor of Science in Mechanical
Engineering and an Honorary Doctorate in Management
from Kettering University, and an MBA from
Harvard Business School.
Marissa’s extensive board experience includes past roles as
Chairman of optical communications solutions company,
Oclaro, between 2013 and 2018, and as a Non‑Executive
Director of ASX‑listed Ansell, from 2006 to 2021.
She has also been a Director of a range of US‑based
companies including Humana, Supervalu, Children’s
Hospital of Stanford, Quantros and Covisint, and a
Board Trustee of Kettering University
Marissa was a 2019 Honoree in the National Association
of Corporate Directors (NACD) awards for the 100 most
influential directors in the United States corporate
governance community. She has also achieved the
distinction of being an NACD Leadership Fellow
and completed both the Digital Directors Network
Systemic Cyber Risk Masterclass and the CERT
Cybersecurity Oversight Certificate.
Other current directorships:
Employee Owned Brands (US‑Based) (since April 2023)
Former directorships (last 3 years):
Ansell Limited (August 2006 ‑ October 2021)
Humana (August 2008 ‑ April 2021)
Special responsibilities:
Audit & Risk Committee member
Remuneration & Sustainability Committee member
Nomination Committee member
Interests in shares:
10,000 Ordinary shares in
Corporate Travel Management Limited
31
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Company Secretary
Shelley Sorrenson LLB, BJUS, LLM, MAICD
Shelley Sorrenson joined CTM in November 2021 as Global Chief Legal Officer & Company Secretary. Shelley is a pragmatic
and commercially driven corporate legal and governance practitioner with over 14 years of experience. She has served as
General Counsel and Company Secretary of ASX‑listed and unlisted financial services companies and held roles at the
Australian Securities and Investments Commission and in private practice.
Shelley holds a Bachelor of Justice, Bachelor of Laws and a Master of Laws. Shelley is a Member of the Australian Institute of
Company Directors and an Associate of the Governance Institute of Australia.
Meetings of Directors
The number of meetings of CTM's Board of Directors ('the Board') held during the year ended 30 June 2023, and the number
of meetings attended by each Director were:
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Ms Marissa Peterson1
Mr Jamie Pherous
Ms Laura Ruffles
Board
A
Board
B
10
10
10
7
10
10
10
10
10
7
10
10
2 Ms Marissa Peterson was appointed Independent Non‑Executive Director on 25 October 2022.
Director
Mr Ewen Crouch AM
Ms Sophie Mitchell
Mr Jon Brett
Ms Marrisa Peterson
Mr Jamie Pherous
Ms Laura Ruffles
Audit & Risk
Committee
A
Audit & Risk
Committee
B
Remuneration
& Sustainability
Committee
A
Remuneration
& Sustainability
Committee
B
Nomination
Committee
A
Nomination
Committee
B
5
5
5
3
NM
NM
5
5
5
3
NM
NM
5
5
5
3
NM
NM
5
5
5
3
NM
NM
4
4
4
3
NM
NM
4
4
4
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 recognises that these practices are fundamental
to the long‑term performance and sustainability of the Group, the delivery of its strategic objectives, and contribute 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.
32
ContinuedDirectors' Report Remuneration
Report
Introduction
This report sets out the remuneration arrangements of the Company for the year ended 30 June 2023, 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 (Cth).
The report is structured as follows:
Section
Letter from the Chair of the Remuneration & Sustainability Committee and remuneration highlights
Response to the ‘first strike’ at the 2022 Annual General Meeting (AGM)
Persons covered by this report
Overview of executive remuneration strategy and framework
CTM’s performance and link to remuneration outcomes
Detailed overview of Executive Remuneration Framework
Overview of Non‑Executive Director remuneration
Remuneration governance and employment contracts
Other statutory disclosures
Page
34
35
36
37
38
41
43
44
46
33
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Letter from the Chair of the Remuneration & Sustainability Committee and remuneration highlights
Dear Shareholders,
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 2023.
Response to first strike at 2022 AGM and changes to remuneration for FY23
At the 2022 AGM, we received a first strike against our 2022 Remuneration Report.
Following the AGM, the Board consulted extensively with investors and proxy advisors to understand their concerns.
We received the following feedback:
— concerns around the exercise of upward discretion with regard to the FY21 share appreciation rights (SARs);
— the need for greater transparency of disclosures regarding the performance measures under the Short Term Incentive
(STI) plan, particularly in terms of the relative weightings and the outcomes against performance measures; and
— in terms of the design of our incentive plans:
(i) STI plan: no deferred component; and
(ii) Long Term Incentive (LTI) plan: the length of the performance period and performance measures used.
The feedback provided an important perspective on our remuneration at CTM. While listening and acknowledging the
feedback from stakeholders, the Board also must consider how to balance the need for remuneration plans to engage
and fairly reward Executive Key Management Personnel (KMP) for their contribution to the business’ long‑term success.
While more detailed responses to the concerns raised are contained in this Report, by way of a summary, we have:
— provided increased transparency in relation to the STI plan (including weightings and outcomes);
— not repeated the upward exercise of discretion in relation to performance SARs outcomes, noting that this was a
‘one‑off’;
— during the COVID‑19 recovery period, we temporarily changed the vesting period from three years to two years
for some SARs grants, however, this does not form a part of our usual or ongoing remuneration practice; and
— as disclosed in the 2022 Remuneration Report, changed the LTI plan from FY23, with Performance Rights replacing
the existing SARs plan.
FY23 Company performance that relates to remuneration outcomes
KMP performance has been assessed against FY23 Key Performance Indicators (KPIs) and considers the delivery of agreed
initiatives. The STI plan considers, overall CTM profit responsibility achieved, (underlying CTM EBITDA profit gateway). In FY23,
underlying EBITDA of $167.1 million, resulted in a 70% modifier to the maximum or stretch STI opportunity for all participants
in the plan. Individual KMP performance is assessed at 50% financial (regional EBITDA) and 50% non‑financial targets set for
FY23. The European and Asian regions exceeded their stretch financial targets, which was reflected in the STI outcomes in
those regions.
SARs granted as a part of CTM’s Long‑Term Incentive Plan (LTIP) in July 2021 that were due to vest in August 2023
(vesting date) lapsed. The EPS growth target was met, however the volume weighted average price (VWAP) of CTM’s shares
in the 5 trading days prior to 30 June 2023 was not met, and this tranche lapsed without vesting.
A review of the Non‑Executive Director fee structure determined fees would be increased by 3.5% in FY23, in line with
broader Group pay increases, and small overseas travel allowance has been introduced.
Changes to the remuneration framework in FY24
As defined in CTM’s executive remuneration framework, increases will be applied to the FY24 base pay and STI opportunity
for KMPs. Base pay is reviewed annually and adjusted commensurate with role, and moderated to ensure consistency with
KMP accountability. Increases to the FY24 STI opportunity is set with consideration of the increase in EBITDA expectation
for FY24 compared with FY23. A full remuneration review will be undertaken in FY24, including benchmarking of the total
reward for all KMP and senior leaders within CTM.
On behalf of the Committee, I thank you for your ongoing support of CTM and look forward to welcoming you to the 2023 AGM.
Yours sincerely,
Sophie Mitchell
Remuneration & Sustainability Committee Chair
23 August 2023
34
Directors' ReportRemuneration Report (Continued) Response to the ‘first strike’ at the 2022 Annual General Meeting (AGM)
Following the ‘first strike’ at the 2022 AGM, we engaged with our key stakeholders to understand concerns.
We have outlined below the key concerns raised and the actions taken:
Key concern raised
Short term incentive (STI) plan
Action taken
Disclosure of STI outcomes, specifically
non‑disclosure of specific targets at ‘threshold’,
‘target’ and ‘stretch’ performance
No deferral on STI awards
Long term incentive (LTI) plan
Exercise of ‘upward discretion’ with regard to the
FY21 SARs award
The performance period for half of the LTI is only
2 years, which is not consistent with market
Single performance measure under the FY23 LTI
The appropriateness of EBITDA as the LTI
performance measures
Increased transparency has been provided in the current remuneration
report, and similar levels of transparency will be provided in future
remuneration reports.
For reasons of commercial sensitivity, the Board does not intend to provide
actual targets for STI measures. However, we will provide greater transparency
on outcomes as they relate to achieving threshold, target and stretch targets.
The governance of KMP remuneration and company performance has been
a focus for FY23, and will continue to be reviewed annually. This will be further
supported with the investment in an external benchmarking in FY24 to ensure
our remuneration framework design is fit for purpose, aligned shareholder
interest, and competitive among our peers. This will include a review of the STI
award deferral.
The exercise of discretion was a ‘one‑off’. The Board does not intend to exercise
discretion (upward or downward).
No discretion was exercised for grants vesting in FY23, noting these grants
lapsed with no value.
As flagged in the FY22 Remuneration Report, the FY22 SARs grant, which was
issued in two equal tranches, with performance to be tested over two and
three year periods, was a temporary arrangement.
As disclosed last year, the FY23 LTI grant is subject to a three‑year performance
and vesting period.
From FY23 onwards, the Performance Rights under the LTI program are subject
to a share price gateway and an underlying EBITDA measure.
The Board is of the view that the remuneration structure supports
CTM’s business strategy and aligns participants’ economic interests with
shareholder interests.
The FY23 LTI grant is subject to an EBITDA measure as it aligns to CTM’s
business strategy. The Board is comfortable that this is fit for purpose.
A share price gateway is also included as part of the LTI plan to ensure
shareholder alignment.
35
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 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 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 (ANZ).
Details of the KMP are provided in the table below:
Non-Executive
Directors
Executive Directors
Other Key
Management
Personnel
Name
Position
Ewen Crouch AM
Chairman, Non‑Executive Director
Jon Brett
Non‑Executive Director
Term
Full year
Full year
Marissa Peterson
Non‑Executive Director
Part year, appointed on
25 October 2022
Sophie Mitchell
Jamie Pherous
Laura Ruffles1
Cale Bennett2
Kevin O'Malley
Larry Lo
Debbie Carling
Greg McCarthy
Non‑Executive Director
Managing Director
Global COO
Global CFO
CEO ‑ North America
CEO ‑ Asia
CEO ‑ Europe
CEO ‑ ANZ
Full year
Full year
Full year
Full year
Full year
Full year
Full year
Full year
1
2
Executive Director, Laura Ruffles was appointed CEO ANZ, Asia and Europe on 1 July 2023 and will continue to be KMP for FY24.
Cale Bennett ceased to be KMP on 28 July 2023, after the reporting date and before the date the annual report was authorised for issue.
After the reporting date, James Patterson was appointed Acting Global CFO (starting 28 July 2023), and Eleanor Noonan was
appointed Global COO (starting 1 July 2023). Both James and Eleanor will be KMP for FY24.
36
Directors' ReportRemuneration Report (Continued) Overview of executive remuneration strategy and framework
Our vision
Our mission
Customer value proposition
Our strategic priorities
for FY23
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.
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 commitment to our
customers is:
— Focus on
organic growth
— To deliver personalised
and flexible service
solutions
— To develop industry
leading technologies
which enhance the
customer experience
— To demonstrate a ROI
measured through
achieved savings
— Increased customer
engagement
— Technology investment
— Elevate service through
automation and AI
— Employee development
and engagement
— Completion of acquisition
integrations
Simple and Transparent:
clear goals and expectations
that can be easily
understood by internal
and external stakeholder.
Attract, motivate
and retain high‑caliber
team members.
Incentivise and reward team
members for the achievement
of strategic objectives
designed to deliver sustained
growth in shareholder wealth.
Align remuneration design
with shareholders.
Remuneration philosophy and principles
Our remuneration framework is designed to support CTM’s vision, mission, customer value proposition and strategic
priorities. The framework is guided by the following remuneration principles:
Executive remuneration framework structure
Fixed remuneration (FAR)
STI
LTI
Purpose
To attract and retain capable
and experienced leaders to
deliver CTM strategy
To reward the achievement
of annual performance
for financial and
non‑financial targets
Award vehicle
Performance / vesting
periods
Performance measures
Base salary and
superannuation
Reviewed annually
commensurate with role
Cash
One year
Balanced scorecard
comprised of profit (50%)
and other strategic
measures (50%)
To align focus and
retention of leaders
to deliver long‑term
business strategy by
creating a sense of
business ownership that
is directly aligned with
shareholders
Performance Rights
Three years
— Share price gateway
— Underlying EBITDA
measure (100%)
37
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 CTM’s performance and link to remuneration outcomes
Outline of CTM’s FY23 performance
The remuneration outcomes of our Executive KMPs are aligned to CTM's overall performance outcomes.
The graphs and tables below outlined the Group’s financial performance highlights in recent years.
Revenue and other income ($m)
Underlying EBITDA ($m)
660
389
350
449
201
167
150
60
74
(8)
FY23
FY22
FY21
FY20
FY19
FY23
FY22
FY21
FY20
FY19
The table below outlines the performance of the Group and shareholder returns over the last five financial years.
Net profit/(loss) ($’000)
Basic earnings per share (cents)
Dividends paid ($’000)
Share price at 30 June ($)
Underlying EBITDA ($’000)
Total Executive KMP STI as percentage of net profit/(loss) (%)
FY23
78,770
53.1
16,096
17.89
167,062
2.5
FY22
3,101
2.2
‑
18.52
59,805
55.7
FY21
(55,351)
(43.0)
‑
21.49
(7,249)
0.0
FY20
(8,185)
(7.5)
23,953
9.41
FY19
86,235
79.6
42,263
21.86
74,399
150,090
0.0
1.6
38
Directors' ReportRemuneration Report (Continued) FY23 incentive outcomes
STI
Company and individual KMP scorecard performance and FY23 outcomes
The STI opportunity that is awarded to Executive KMP is determined as follows:
Regional CEOs + Global COO
Individual STI
opportunity
(FAR1 x %STI
opportunity)
MD & Global CFO
Individual STI
opportunity
(FAR1 x %STI
opportunity)
x
x
CTM EBITDA
PROFIT GATEWAY
(EBITDA%)
50% Financial
CTM PROFIT
GATEWAY
(EBITDA%)
x
+
50% Regional Profit
50% Non
Financial Goals
=
STI Award
for FY23
(0-100%)
50% Non
Financial Goals
(0-50%)
=
STI Award
for FY23
In determining the total STI award, CTM’s financial performance against its underlying EBITDA target and the Executive
KMP’s performance against their individual scorecard is assessed.
Performance against Company performance modifier
Group underlying EBITDA performance for the year of $167.1 million resulted in a modifier score of 70% to the Group
maximum STI opportunity, noting that the modifier range is 60% ‑ 115%.
Performance against Individual scorecards
Each individual KMP has an individual scorecard that is customised according to their role and responsibilities with varying
performance measures, weighting and targets. The table below provides an overview of how each individual Executive KMP
performed against their individual scorecard in FY23.
Financial
measures
(50%)
EBITDA
Gateway
Non‑financial measures2
(50%)
People
Client
PPI3
Jamie Pherous
Managing Director
Cale Bennett
Global CFO
Kevin O'Malley
CEO – North America
Laura Ruffles
Global COO
Debbie Carling
CEO – Europe
Larry Lo
CEO – Asia
Greg McCarthy
CEO – ANZ
1
Fixed Annual Remuneration (FAR).
2 Non‑financial weightings differ for each KMP.
3
Product, process and innovation.
<50%
50‑69%
70%+
N/A
39
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Following the assessment of the Executive KMP against their KPI, short term incentives awarded to KMPs are summarised
in the table below:
Name
Jamie Pherous
Laura Ruffles
Cale Bennett
Kevin O'Malley1
Larry Lo1
Debbie Carling1
Greg McCarthy
Maximum
STI Potential
(FY23)
$
650,000
875,000
300,000
893,000
266,018
329,195
50,000
FY23
Awarded
%
FY23
Forfeited
%
59.5
62.3
59.5
55.3
64.6
60.4
56.0
40.5
37.7
40.5
44.7
35.4
39.6
44.0
Maximum
STI Potential
(FY22)1
$
500,000
1,050,000
200,000
689,180
264,919
366,636
50,000
FY22
Awarded
%
FY22
Forfeited
%
80.0
55.0
75.0
30.0
‑
100.0
50.0
20.0
45.0
25.0
70.0
100.0
‑
50.0
1 Maximum STI potential is determined in local currency and converted at average exchange rates.
LTI
LTI FY21 Tranche (lapsed subsequent to 30 June 2023)
SARs granted as a part of CTM’s LTI plan in July 2021 were due to vest in August 2023 (vesting date) subject to vesting conditions.
The vesting conditions for this tranche had two conditions, EPS growth target and share price hurdle (“base price”). The EPS
growth target was met, however the volume weighted average price (VWAP) of CTM’s shares in the 5 trading days prior to
30 June 2023 had to be higher than $21.19 (the base price). The VWAP was $17.92, and therefore the vesting conditions were
not met, and this tranche lapsed without vesting.
FY23 Executive KMP remuneration received
The table below provides actual amounts received by the Executive KMP for FY23. This table is an additional disclosure to
those required under the Australian Accounting Standards and the Corporations Act 2001 (Cth), and is provided to assist
shareholders in understanding realised outcomes. This differs from the KMP remuneration disclosures on page 46, which
represents remuneration in accordance with accounting standards (i.e. on an accruals basis).
Executive KMP
Jamie Pherous
Laura Ruffles
Cale Bennett
Greg McCarthy
Debbie Carling
Kevin O'Malley
Larry Lo
Total FAR1
$
Other benefits2
$
619,439
908,652
583,625
434,867
514,928
868,662
612,148
10,632
10,380
8,758
‑
4,160
46,591
‑
FY22 STI3
$
400,000
577,500
150,000
25,000
366,636
206,754
‑
Vested SARs4
$
‑
1,114,982
356,788
668,996
668,996
1,211,232
668,996
Total
$
1,030,071
2,611,514
1,099,171
1,128,863
1,554,720
2,333,239
1,281,144
1
2
3
Comprises base salary, leave, superannuation, and pension.
Comprises cost to the Group of providing parking, health, and communication benefits.
STI paid during the financial year. For example, the amount disclosed for FY23 reflects the FY22 STI paid in September 2022 following the release of the
FY22 results of the Group.
4
Intrinsic value of LTI that vested during the financial year.
40
Directors' ReportRemuneration Report (Continued) Detailed overview of Executive Remuneration Framework
Fixed Annual Remuneration
Fixed annual remuneration (FAR) comprises base pay and superannuation. Executive KMP are offered a competitive FAR
that targets the desired skills and experience for their roles. FAR is reviewed annually, allowing it to remain competitive with
the market as well as upon promotion.
STI
Term
Detail
1. Eligibility
Leaders who influence and contribute to the profitable operation of the Group, including all Executive KMP.
2. Plan overview
An individual Executive KMP’s STI award is based on the Group performance, regional performance
(where applicable) and their individual performance.
Company performance modifier
Underlying EBITDA is a key external and internal measure that reflects the Company’s focus on operational
earnings performance and has been set as the key financial measure for the Company scorecard. In FY23,
performance against the target underlying EBITDA will determine the opportunity that is available.
Individual scorecard
Individual performance is assessed against a balanced scorecard comprising of both financial
and non‑financial measures with varying weightings, measures and targets based on an individual’s role
and responsibilities.
3. Performance measures
1. Financial measures (50%)
Financial measures comprise half of the scorecard, to ensure the overall focus of Executive KMP is achieving
sustainable profit growth and delivering shareholder value.
2. Non-financial measures (50%)
The non‑financial performance measures provide an avenue for CTM’s people, client and product, process
and innovation objectives to be reflected in an Executive KMP’s remuneration outcomes.
— People – CTM’s ability to attract, retain, develop and reward our people.
— Client – measures CTM’s ability to win, retain and grow customers and revenue.
— Product, process and innovation – measures CTM’s ability to develop, deploy and enhance
our tools and processes.
4. Award opportunity
Each individual’s incentive opportunity is determined by annually, and typically range from 10% to 100% of
FAR. The opportunity for each eligible Executive is determined at the beginning of each financial year.
5. Performance period
One year
6. Award vehicle
Cash
7. Malus and clawback
8. Treatment on cessation
of employment
Incentive opportunities may be required to be repaid where the participant’s actions have been found to be
fraudulent, dishonest, in breach of their duties, contrary to CTM’s values and behavioural standards or would
bring CTM into disrepute.
Employee must remain employed at 30 June of each relevant financial year.
9. Change of
control provisions
Nil.
10. Governance
Performance is assessed by the Managing Director and considered for approval by the Remuneration
and Sustainability Committee and Board annually. Performance for the Managing Director is assessed
and approved by the Board annually.
11. Changes in FY24
No changes are proposed for FY24.
41
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 LTI
Term
1. Eligibility
Detail
Senior leaders who have a significant potential impact on share price and long‑term value creation, including
all Executive KMP. The Managing Director has chosen not to participate, despite being an eligible recipient.
2. Award opportunity
The value of the Performance Rights issued each year to an eligible Executive will typically be set
between 5% and 50% of FAR. The opportunity for each eligible executive is determined at the beginning
of each financial year.
3. Award vehicle
Performance Rights, where each Performance Right entitles the eligible Executive to the right to one
ordinary share of Corporate Travel Management Limited for nil consideration, upon vesting.
4. Performance period
Performance is measured over three financial years.
5. Performance measures
and weighting
Gateway
A share price gateway (determined at the outset of the performance period) applies to the LTI.
Where VWAP in the 20 business days prior to 1 July in the vesting year is below the gateway, no Performance
Rights will vest.
EBITDA measure
Where the share price gateway has been met, the Performance Rights will be tested against an EBITDA
vesting schedule (which is determined at the time of grant).
6. Allocation methodology
The number of Performance 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.
7. Malus and clawback
Unvested Performance Rights may be reduced where the participant’s actions have been found to be
fraudulent, dishonest, in breach of his or their duties, contrary to CTM’s values and behavioural standards or
would bring CTM into disrepute.
8. Treatment on cessation
of employment
Performance Rights will be forfeited upon cessation of employment with the Group with forfeited awards
lapsing. The Board has discretion in exceptional circumstances to determine that Performance Rights
remain on foot subject to the terms and conditions of the award. Exceptional circumstances include events
such as retirement, redundancy, death, contractual obligations, and permanent disability.
9. Change of control
provisions
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 unvested awards.
10. Voting and dividends
Recipients of 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).
Shares issued under the Group’s Omnibus Incentive Plan were approved by the shareholders in the
2020 Annual General Meeting. 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.
Executive KMP are not permitted to hedge LTI awards.
11. Governance
CTM have the following Black‑out periods that apply to all Company Personnel for:
(a) half year results, from 1 January to (and including) the day of the results announcement;
(b) full year results, from 1 July to (and including) the day of the results announcement;
(c) Annual General Meeting, from 1 October (and including) the day of the Annual General Meeting; and
(d) any other period designated as a Black‑out Period by the Board.
12. Changes in FY24
No changes proposed for FY24.
42
Directors' ReportRemuneration Report (Continued) Overview of Non‑Executive Director remuneration
Non‑Executive Directors receive a base fee for Board and Committee membership and, where applicable, an additional fee
from chairing a Board Committee in recognition of the higher workload and extra responsibilities. 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. Executive KMP do not receive fees for directorships of any subsidiaries.
Fee Structure
Following a review of the Non‑Executive Director fee structure, it was determined that effective 1 September 2022 the fees
would be increased by approximately 3.5% in line with broader Group pay increases. The Board determined an inclusive fee
payable in US dollars would apply to Marissa Peterson as a US resident Director for Board and Committee membership.
Fees paid to Non‑Executive Directors are set out in the table below and are inclusive of superannuation, where applicable.
Fees are reviewed annually by the Board.
Chairman
Committee Chair
Board member ‑ Australian resident Directors
Board member ‑ US resident Director
Fee
$251,000
$23,500
$127,500
US$ 100,000
As part of the Non‑Executive Director fee review and in line with industry practice, a travel allowance was introduced
effective 1 September 2022. For any overseas travel to a Board meeting away from a Non‑Executive Director’s country of
residence, a travel allowance of $2,000 is paid to that Non‑Executive Director. Total Non‑Executive Director travel allowances
paid in FY23 were $20,000. 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.
As part of the Non‑Executive Director fee review for FY24 it has been determined that effective 1 September 2023 the fees
will increase by approximately 4% in line with broader Group pay increases.
43
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Remuneration governance and employment contracts
Remuneration policy and governance oversight
The Board, the Remuneration and Sustainability Committee, management and remuneration advisors work closely to apply
CTM’s remuneration principles such that CTM’s remuneration framework supports our business strategy and supports
sustainable shareholder value.
— Reviews and approves remuneration outcomes, framework, strategy and policy.
— Approves targets, goals or funding pools.
Board
Remuneration and Sustainability Committee
— Consists of all 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 are discussed.
— Reviews and recommends to the Board the remuneration framework, strategy and policy.
— Reviews and recommends to the Board remuneration review outcomes for Non‑Executive Directors
and Executive KMP.
— The Committee also advises the Board on talent development succession planning and sustainability, social,
environmental and governance issues relevant to the Group.
Stakeholders
Management
Remuneration advisors
— Consult with shareholders,
proxy advisors and other
relevant stakeholders
to provide input to the
remuneration framework.
— Recommendations on
— Extend advisors to
remuneration outcomes
for Executive KMPs.
— Annual performance
review for Executive KMP.
— Implement
remunerations policies.
provide independent
remuneration advice
and information.
44
Directors' ReportRemuneration 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 KMP are encouraged to progressively, through participation in the Group’s equity incentive program, acquire
and hold shares over a reasonable period from the date of their appointment. Similar to Non‑Executive Directors, Executive
KMP's are expected to acquire and hold shares within three years of their appointment, with a value equal to 100% of base
salary (as appropriate and excluding superannuation). Direct and indirect holdings together with unvested equity will count
towards the minimum shareholding target. It is expected that executives would sell no more than 60‑70% of any shares
awarded to them under any share plan until they reach the relevant threshold.
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.
Contractual arrangements for Executive KMP
Each Executive KMP, including the Managing Director, has a formal contract, known as an employment agreement.
There were no changes to the employment agreements for Executive KMP in FY23.
Executive KMP
Jamie Pherous
Laura Ruffles
Cale Bennett
Contract
duration
No fixed
duration
No fixed
duration
No fixed
duration
Notice period
by KMP
Notice period
by Group
6 months
6 months
24 weeks
24 weeks
12 weeks
12 weeks
Kevin O'Malley
30 June 2026
6 months
Nil
Larry Lo
Debbie Carling
Greg McCarthy
No fixed
duration
No fixed
duration
No fixed
duration
6 months
6 months
3 months
3 months
12 weeks
12 weeks
Performance
incentive weighting
as a percentage of
fixed remuneration
% Termination payment
100
100
Combination of notice and payment
in lieu totalling no less than 6 months
Combination of notice and payment
in lieu totalling no less than 24 weeks
50
Combination of notice and payment
in lieu totalling no less than 12 weeks
100
Combination of notice and payment
in lieu totalling no less than 52 weeks
431 Combination of notice and payment
in lieu totalling no less than 6 months
58
Combination of notice and payment
in lieu totalling no less than 3 months
122 Combination of notice and payment
in lieu totalling no less than 12 weeks
1
2
Incentive weighting lower due to COVID‑19 recovery delay in Asia compared to rest of the segments.
Adjusted for earn‑out as part of the SCT Travel Group Pty Ltd acquisition.
45
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Other statutory disclosures
This section provides additional statutory disclosures that have not been reported earlier in the Remuneration Report.
KMP Remuneration
The following table sets out the statutory executive remuneration disclosures as required by the Corporations Act and its
regulations, including the relevant Australian Accounting Standards principles.
Fixed Remuneration
Variable Remuneration
Name
Year
Cash Salary
and fees1
$
Non‑cash
benefits1
$
Leave2
$
Superannuation
$
Equity
incentive3
$
STI1
$
Total
$
Performance
related
%
Non-Executive Directors
Ewen
Crouch AM
Sophie
Mitchell
Jon Brett
Marissa
Peterson
Sub-Total
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
Executive Directors
Jamie
Pherous
Laura
Ruffles
Sub-Total
FY23
FY22
FY23
FY22
FY23
FY22
232,084
242,500
141,658
131,818
141,658
131,818
104,927
‑
620,327
506,136
595,095
472,308
820,480
699,396
1,415,575
1,171,704
Other Key Management Personnel
Cale
Bennett4
Larry Lo
Debbie
Carling
Greg
McCarthy
Kevin
O'Malley
Sub-Total
Total
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
537,633
378,306
617,192
575,228
503,856
350,893
397,210
374,551
878,113
1,256,280
2,934,004
2,935,258
4,969,906
4,613,098
‑
‑
‑
‑
‑
‑
‑
‑
-
-
10,632
8,790
10,380
9,426
21,012
18,216
8,758
7,500
‑
‑
4,160
‑
‑
‑
46,591
25,166
59,509
32,666
80,521
50,882
‑
‑
‑
‑
‑
‑
‑
‑
-
-
(948)
1,816
62,880
18,827
61,932
20,643
20,700
11,642
(8,455)
11,984
(4,089)
12,581
12,365
16,396
(17,137)
13,916
3,384
66,519
65,316
87,162
23,641
‑
14,244
13,182
14,244
13,182
‑
‑
52,129
26,364
‑
‑
‑
‑
‑
‑
‑
‑
-
-
25,292
386,750
23,568
400,000
‑
‑
‑
‑
‑
‑
‑
‑
-
-
‑
‑
255,725
242,500
155,902
145,000
155,902
145,000
104,927
‑
672,456
532,500
1,016,821
906,482
25,292
545,125
390,524
1,854,681
23,568
577,500
741,092
2,069,809
50,584
931,875
390,524
2,871,502
47,136
977,500
741,092
2,976,291
25,292
178,500
(385,222)
385,661
23,568
150,000
364,640
935,656
3,411
3,179
15,161
171,864
198,237
982,249
‑
223,625
814,016
198,660
198,237
915,985
10,904
366,636
223,625
964,639
25,292
23,688
7,686
6,901
28,000
198,237
661,104
25,000
223,625
663,260
493,920
305,514
1,714,687
206,754
533,865
2,042,882
76,842
1,070,944
515,003
4,659,686
68,240
748,390
1,569,380
5,420,453
179,555
2,002,819
905,527
8,203,644
141,740
1,725,890
2,310,472
8,929,244
‑
‑
‑
‑
‑
‑
‑
‑
-
-
38
44
50
64
-
-
‑
55
38
27
43
61
34
37
47
36
-
-
-
-
1
Short‑term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 6.
2 Other long‑term benefits as per Corporations Regulations 2001 2M.3.03(1) Item 8. The amounts disclosed in this column represent the increase in
the associated provisions.
Equity‑settled share‑based payments as per Corporations Regulations 2001 2M.3.03(1) Item 11. These include negative amounts for rights forfeited.
Cale Bennett ceased to be KMP on 28 July 2023 and forfeited all his unvested SARs and PRs as a result. Any share based payment expense previously
recognised under AASB 2 in respect of unvested SARs and PRs has been reversed in the year ended 30 June 2023.
3
4
46
Directors' ReportRemuneration Report (Continued) Equity instruments held by Key Management Personnel
The tables below show the number of shares, performance rights and share appreciation rights held by Non‑Executive
Directors and Executive KMP at the beginning and end of the financial year.
Common equity
Non-Executive Directors
Ewen Crouch AM
Jon Brett
Sophie Mitchell
Marissa Peterson
Executive Directors
Jamie Pherous
Laura Ruffles
Other Key Management Personnel
Cale Bennett
Kevin O'Malley
Larry Lo
Debbie Carling
Greg McCarthy
Performance Rights
Executive Director
Laura Ruffles
Other Key Management Personnel
Cale Bennett1
Kevin O'Malley
Larry Lo
Debbie Carling
Greg McCarthy
Balance at
30 June 2022
Acquired
Received on
vesting of
rights
Disposed
Other changes
during the year
Balance at
30 June 2023
13,196
1,499
28,326
‑
17,500,000
50,000
10,665
50,429
121,629
50,575
84,696
904
3,001
‑
10,000
‑
‑
‑
‑
‑
150
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
59,276
(59,276)
18,968
64,393
17,783
35,566
35,566
(26,935)
(31,931)
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
14,100
4,500
28,326
10,000
17,500,000
50,000
2,698
82,891
139,412
86,291
120,262
Balance as at
30 June 2022
Awarded
during the year
Vested during
the year
Lapsed /
forfeited
Other changes
during the year
Balance as at
30 June 2023
‑
‑
‑
‑
‑
‑
30,219
30,219
30,219
22,664
22,664
22,664
‑
‑
‑
‑
‑
‑
‑
(30,219)
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
30,219
‑
30,219
22,664
22,664
22,664
Share Appreciation Rights
Balance as at
30 June 2022
Awarded
during the year
Vested during
the year
Lapsed /
forfeited
Other changes
during the year
Balance as at
30 June 2023
Executive Directors
Laura Ruffles
Other Key Management Personnel
Cale Bennett1
Kevin O'Malley
Larry Lo2
Debbie Carling
Greg McCarthy
250,000
240,000
312,500
150,000
150,000
150,000
‑
‑
‑
‑
‑
‑
(125,000)
‑
(40,000)
(200,000)
(187,500)
(75,000)
(75,000)
(75,000)
‑
‑
‑
‑
‑
‑
‑
‑
‑
‑
125,000
‑
125,000
75,000
75,000
75,000
1
2
Cale Bennett ceased to be KMP on 28 July 2023 and forfeited all his unvested SARs as a result.
75,000 SARs granted to Larry Lo on 1 July 2021 with a performance period of 30 June 2022 vested in August 2022 resulting in 35,566 exercisable shares.
Larry only exercised 17,783 shares leaving a balance of 17,783 vested and exercisable shares at 30 June 2023.
47
Directors' ReportRemuneration Report (Continued)CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 The following table sets out details of the PRs and SARs granted to persons in their capacity as Executive KMP that have not
yet vested or been cancelled as at 30 June 2023. Additionally, movements during the period are noted.
Executive
Directors
Laura Ruffles
Grant Date
Vesting date1
27 October 2022
August 2025
28 October 2021
August 2024
28 October 2021
August 2023
No. of rights
granted
30,219
62,500
62,500
18 August 2020
August 2022
125,000
27 July 2022
August 2025
1 July 2021
August 2024
Cale Bennett2
1 July 2021
August 2023
30,219
50,000
50,000
21 May 2021
August 2024
100,000
18 August 2020
August 2022
40,000
27 July 2022
August 2025
1 July 2021
1 July 2021
August 2024
August 2023
30,219
62,500
62,500
1 November 2020 August 2022
187,500
27 July 2022
August 2025
1 July 2021
1 July 2021
August 2024
August 2023
18 August 2020
August 2022
27 July 2022
August 2025
1 July 2021
1 July 2021
August 2024
August 2023
18 August 2020
August 2022
27 July 2022
August 2025
1 July 2021
1 July 2021
August 2024
August 2023
18 August 2020
August 2022
22,664
37,500
37,500
75,000
22,664
37,500
37,500
75,000
22,664
37,500
37,500
75,000
Kevin O'Malley
Larry Lo
Debbie Carling
Greg McCarthy
Value per
right at
grant date
No. of rights
vested
during the
year
Vested
%
Forfeited/
Lapsed
%
Maximum
value yet to
vest
9.72
6.05
5.33
7.18
9.89
4.39
3.66
6.00
2.67
9.89
4.39
3.66
3.50
9.89
4.39
3.66
2.67
9.89
4.39
3.66
2.67
9.89
4.39
3.66
2.67
-
‑
‑
-
‑
‑
125,000
100
-
‑
‑
‑
-
‑
‑
‑
40,000
100
-
‑
‑
-
‑
‑
187,500
100
-
‑
‑
-
‑
‑
75,000
100
-
‑
‑
-
‑
‑
75,000
100
-
‑
‑
-
‑
‑
75,000
100
-
‑
‑
‑
100
100
100
100
‑
-
‑
‑
‑
-
‑
‑
‑
-
‑
‑
‑
-
‑
‑
‑
195,908
126,364
‑
‑
-
‑
‑
‑
‑
199,335
91,611
‑
‑
149,499
54,966
‑
‑
149,499
54,996
‑
‑
149,499
54,996
‑
‑
1
2
SARs and PRs will vest in August of the stated year shortly after the full‑year results are announced to the Australian Securities Exchange (ASX).
Cale Bennett ceased to be KMP on 28 July 2023 and forfeited all his unvested SARs and PRs.
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 (FY22: nil).
Loans to KMP
There have been no loans granted to Non‑Executive Directors and Executive KMP of the Company or their related entities (FY22: nil).
Other transactions and balances with KMP
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 FY24.
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 2023.
48
Directors' ReportRemuneration Report (Continued) Insurance of officers and indemnities
The Company has entered into directors’ and officers’ insurance policies and paid an insurance premium in respect of the
insurance policies, to the extent permitted by the Corporations Act 2001 (Cth). The insurance policies cover former
Directors of the Company along with the current Directors of the Company. Executive officers and employees of the
Company and its related bodies corporate are also covered.
In accordance with Rule 24 of its Constitution, the Company, to the maximum extent permitted by law, must indemnify
any current or former Director or Company Secretary and current or former executive officers of the Company or any of its
related bodies corporate, against all liabilities incurred in those capacities. For the year ended 30 June 2023, no amounts
have been paid pursuant to indemnities (FY22: nil).
A Deed of Indemnity, Access and Insurance is in place between the Company and Directors, the Company Secretary and
some other current and former executives. The deed indemnifies those persons, to the extent permitted by law, against
liabilities, including costs and expenses, incurred as a result of acting in their capacity as officers of the Company or its
related bodies corporate.
The Company’s Constitution also allows the Company to pay insurance premiums for contracts insuring the officers of
the Company in relation to any such liabilities and legal costs. The Directors have not included details of the nature of the
liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability insurance contract, as,
in accordance with normal commercial practice, such disclosure is prohibited under the terms of the contract.
Indemnification of auditors
To the extent permitted by law, the Company has agreed to indemnify its auditors, PwC, as part of the terms of its audit
engagement agreement against claims by third parties arising from the audit. No payment has been made to PwC during
or since the end of the financial year in respect of this indemnification (FY22: nil).
Proceedings on behalf of the Company
During the period, no person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
of taking responsibility on behalf of the Company for all or part of those proceedings.
During the period, no proceedings have been brought or intervened in on behalf of the Company with the lease of the
Court under section 237 of the Corporations Act 2001.
Non-Audit Services
PwC provided $282,257 of non‑audit services during the year ended 30 June 2023, comprising:
— Tax compliance services ‑ $161,821
— Tax advisory services ‑ $83,005
— Other advisory services ‑ $37,431
The Directors are satisfied that the provision of these
non‑audit services is compatible with the general standard of independence for auditors in accordance with the
Corporations Act 2001 (Cth). The nature, value and scope of each type of non‑audit service provided is considered by the
Directors not to have compromised auditor independence.
Auditor's independence declaration
The Auditor’s Independence Declaration for the year ended 30 June 2023 has been received from PwC.
This is set out on page 51 of the Directors’ Report.
49
ContinuedDirectors' ReportCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Rounding of amounts
Amounts in the Directors’ Report are presented in Australian dollars (unless otherwise indicated) with values rounded to the
nearest thousand dollars, or in certain cases, the nearest dollar, in accordance with the Australian Securities and Investments
Commission Corporations (Rounding in Financial/Directors’ Reports) instrument 2016/191.
This Report is made in accordance with a resolution of the Directors and is signed for and on behalf of the Board.
Ewen Crouch AM
Chairman
23 August 2023
Brisbane
Jamie Pherous
Managing Director
50
ContinuedDirectors' Report Independent
Auditor's Declaration
51
PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999, www.pwc.com.au Liability limited by a scheme approved under Professional Standards Legislation. Auditor’s Independence Declaration As lead auditor for the audit of Corporate Travel Management Limited for the year ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been: (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) no contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Corporate Travel Management Limited and the entities it controlled during the period. Michael Crowe Brisbane Partner PricewaterhouseCoopers 23 August 2023 CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Consolidated
Financial
Statements
General information
Corporate Travel Management Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
Its registered office and principal place of business is:
Level 24,
307 Queen Street,
Brisbane Queensland 4000
The report is structured as follows:
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
Page
53
54
55
56
57
113
114
121
52
Consolidated Statement of Profit or
Loss and other Comprehensive Income
For the year ended 30 June 2023
Revenue
Other income
Total revenue and other income
Operating expenses
Employee benefits
Information technology and telecommunications
Occupancy
Travel and entertainment
Cost of goods sold
Administrative and general
Depreciation and amortisation
Impairment
Total operating expenses
Operating profit
Finance costs
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit for the year is attributable to
Non‑controlling interest
Ordinary Equity Holders of Corporate Travel Management Limited
Total comprehensive income for the year is attributable to
Non‑controlling interest
Ordinary Equity Holders of Corporate Travel Management Limited
Note
4
5
10,16,27
26
18
8
30
24
2023
$'000
2022
$'000
653,402
377,360
6,679
11,322
660,081
388,682
(391,585)
(256,534)
(58,305)
(41,502)
(6,215)
(6,093)
(9,524)
(24,452)
(55,229)
(1,703)
(5,094)
(1,990)
(9,539)
(25,762)
(44,425)
‑
(553,106)
(384,846)
106,975
(2,556)
104,419
(25,649)
78,770
35,656
35,656
114,426
3,836
(2,303)
1,533
(771)
762
35,576
35,576
36,338
1,196
(2,339)
77,574
78,770
1,491
112,935
114,426
3,101
762
(1,959)
38,297
36,338
Earnings per share for profit attributable to the ordinary equity holders of Corporate Travel Management Limited
Basic earnings per share
Diluted earnings per share
6
6
53.1
52.9
2.2
2.2
Note
2023
cents
2022
cents
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
53
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Consolidated Statement
of Financial Position
For the year ended 30 June 2023
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income tax receivable
Other assets
Non‑current assets classified as held for sale
Total current assets
Non-current assets
Investments accounted for using the equity method
Financial assets at fair value through profit or loss
Property, plant and equipment
Right‑of‑use assets
Intangible assets
Deferred tax assets
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Income tax payable
Provisions
Total current liabilities
Non-current liabilities
Trade and other payables
Borrowings
Lease liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Equity attributable to the ordinary equity holders of Corporate Travel Management Limited
Non‑controlling interests
Total equity
Note
2023
$'000
20221
$'000
11
12
13
26
14
15
27
16
10
8
17
18
19
21
17
18
19
8
21
22
23
24
30
150,985
464,541
1,867
‑
9,745
627,138
1,501
142,054
276,324
1,422
3,890
9,832
433,522
3,311
628,639
436,833
762
6,774
10,811
34,476
1,009,598
31,530
261
577
6,998
11,592
42,422
975,197
34,916
469
1,094,212
1,072,171
1,722,851
1,509,004
443,384
343,305
‑
10,164
11,442
35,368
500,358
106
‑
28,245
3,078
3,447
34,876
535,234
‑
10,751
‑
27,165
381,221
2,171
‑
37,601
3,206
3,420
46,398
427,619
1,187,617
1,081,385
929,400
90,714
152,573
927,397
49,454
91,095
1,172,687
1,067,946
14,930
13,439
1,187,617
1,081,385
1
Comparative information has been restated to reflect the prior period adjustments detailed in note 9 'Business combinations'.
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
54
Consolidated Statement
of Changes in Equity
For the year ended 30 June 2023
Consolidated
Balance at 1 July 2021
Profit/(loss) after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
Contributed
equity
$'000
744,581
‑
‑
-
Reserves
$'000
3,484
‑
35,196
35,196
Retained
earnings
$'000
87,994
3,101
‑
3,101
Transactions with ordinary equity holders in their capacity as ordinary equity holders
Non‑
controlling
interests
$'000
Total equity
$'000
15,398
(2,339)
380
(1,959)
‑
‑
851,457
762
35,576
36,338
182,816
10,774
Contributions of equity, net of transaction costs
(note 22 'Contributed equity')
Share‑based payments
(note 29 'Share‑based payments')
Balance at 30 June 2022
182,816
‑
‑
10,774
‑
‑
927,397
49,454
91,095
13,439
1,081,385
Consolidated
Balance at 1 July 2022
Profit/(loss) after income tax expense for the year
Other comprehensive income for the year, net of tax
Total comprehensive income/(loss) for the year
Contributed
equity
$'000
Reserves
$'000
927,397
49,454
‑
‑
-
‑
35,361
35,361
Transactions with ordinary equity holders in their capacity as ordinary equity holders
Contributions of equity, net of transaction costs
(note 22 'Contributed equity')
Share‑based payments
(note 29 'Share‑based payments')
Dividends paid (note 7 'Dividends paid and proposed')
2,003
‑
‑
‑
5,899
‑
Balance at 30 June 2023
929,400
90,714
Retained
earnings
$'000
91,095
77,574
‑
77,574
‑
‑
(16,096)
152,573
Non‑
controlling
interests
$'000
Total equity
$'000
13,439
1,081,385
1,196
295
1,491
‑
‑
‑
14,930
78,770
35,656
114,426
2,003
5,899
(16,096)
1,187,617
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
55
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Consolidated Statement
of Cash Flows
For the year ended 30 June 2023
Cash flows from operating activities
Receipts from customers (inclusive of consumption tax)
Payments to suppliers and employees (inclusive of consumption tax)
Transaction costs relating to acquisitions
Interest received
Finance costs
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
Proceeds from sale of property, plant and equipment
Payments of contingent/deferred consideration relating to acquisitions
Payments relating to purchase of controlled entities, net of cash acquired
Proceeds from sale of subsidiary
Net cash (used) in investing activities
Cash flows from financing activities
Proceeds from issue of new shares
Share issue transaction costs
Release of secured deposits
Dividends paid to company’s shareholders
Principal elements of lease payments
Net cash from/(used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
Note
2023
$'000
2022
$'000
544,158
417,313
(459,089)
(333,898)
11
27
10
9
9
22
22
7
‑
918
(2,171)
(3,514)
80,302
(4,272)
(32,544)
13
(6,814)
(2,088)
‑
(4,403)
102
(2,929)
(2,270)
73,915
(4,278)
(21,686)
9
(700)
(88,171)
113
(45,705)
(114,713)
‑
‑
‑
(16,096)
(11,639)
(27,735)
6,862
142,054
2,069
150,985
100,000
(2,108)
331
‑
(9,302)
88,921
48,123
99,018
(5,087)
142,054
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
56
Notes to the Consolidated
Financial Statements
Note 1. Basis of preparation
Note 2. Critical accounting judgements, estimates and assumptions
Note 3. Segment reporting
Note 4. Revenue
Note 5. Other income
Note 6. Earnings per share
Note 7. Dividends paid and proposed
Note 8. Income tax
Note 9. Business combinations
Note 10. Intangible assets
Note 11. Cash and cash equivalents
Note 12. Trade and other receivables
Note 13. Inventories
Note 14. Investments accounted for using the equity method
Note 15. Financial assets at fair value through profit or loss
Note 16. Right‑of‑use assets
Note 17. Trade and other payables
Note 18. Borrowings
Note 19. Lease liabilities
Note 20. Financial risk management
Note 21. Provisions
Note 22. Contributed equity
Note 23. Reserves
Note 24. Retained earnings
Note 25. Impairment testing of goodwill
Note 26. Non‑current assets classified as held for sale
Note 27. Property, plant and equipment
Note 28. Fair value measurement
Note 29. Share‑based payments
Note 30. Interest in other entities
Note 31. Related party transactions
Note 32. Parent entity information
Note 33. Deed of cross guarantee
Note 34. Auditors’ remuneration
Note 35. Summary of significant accounting policies
Note 36. Events after the reporting period
Page
58
59
60
62
64
65
66
67
70
73
75
76
77
78
79
80
81
82
83
84
88
90
91
92
93
95
96
97
98
102
105
106
108
110
111
112
57
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 1. Basis of preparation
(a) Basis of consolidation
(iii) Foreign operations
The results and financial position of all the foreign
operations that have functional currencies different
to the presentation currencies are translated into the
presentation currency as follows:
— Assets and liabilities for each Consolidated Statement
of Financial Position item presented are translated at
the closing rate at the date of that statement;
— Income and expenses for each profit and loss item in
the Consolidated Statement of Profit or Loss and
Other Comprehensive Income are translated at
average exchange rates; and
— All resulting exchange differences are recognised
as a separate component of equity.
Exchange differences arising from the translation of any
net investment in foreign operations and of borrowings
and other financial instruments designated as hedges of
such investments are recognised in other comprehensive
income. When a foreign operation is sold, deregistered,
or liquidated, or any borrowings forming part of the net
investment are repaid, a proportionate share of such
exchange differences is recognised in the profit and loss
in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income as part of the gain or loss on sale.
Goodwill and fair value adjustments arising from the
acquisition of foreign operations are treated as the
foreign operations’ assets and liabilities and translated
at the closing rate.
The consolidated financial statements comprise the
financial statements of Corporate Travel Management
Limited and its controlled entities (“CTM” or “the Group”).
Subsidiaries are all entities over which the Group has
control. The Group controls an entity when the Group
is exposed to, or has right to, variable returns from its
involvement with the entity and has ability to affect
those returns through its power to direct the activities
of the entity.
The financial statements of subsidiaries are prepared for
the same reporting period as the parent company, using
consistent accounting policies. For subsidiaries acquired
within the current financial year, financial statements will
be prepared from the date control is transferred to the
Group through to the end of the current reporting period.
Adjustments are made to bring into line any dissimilar
accounting policies that may exist.
In preparing the consolidated financial statements, all
intercompany balances and transactions, income
and expenses and profit and losses resulting from
intra‑Group transactions have been eliminated in full.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and deconsolidated
from the date that control ceases.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in each of the Group entities’ financial
statements are measured using the currency of the
primary economic environment in which the entity
operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars,
which is the Group’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing at
the transaction dates. Foreign exchange gains
and losses resulting from the settlement of such
transactions and from the translation at year‑end
exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the
profit and loss in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income, except when
deferred in equit as qualifying cash flow hedges
and qualifying net investment hedges.
Translation differences on non‑monetary financial
assets and liabilities, such as equities held at fair value
through profit or loss, are recognised in profit or loss in
the Consolidated Statement of Profit or Loss and Other
Comprehensive Income as part of the fair value gain or loss.
58
Notes to the Consolidated Financial Statements Note 2. Critical accounting judgements, estimates and assumptions
Estimates and judgements are continually evaluated
and are based on historical experience and other factors,
including expectations of future events that may have a
financial impact on the entity and that are considered to
be reasonable under the circumstances.
— Refer to note 9 'Business combinations'.
— Refer to note 10 'Intangible assets'.
— Software developed or acquired not as part of a
— Value of intangible assets relating to acquisitions:
In the process of applying the Group’s accounting policies,
management is required to exercise judgement. Those
judgements involve estimations that may have an effect on
the amounts recognised in the financial statements.
The Group makes estimates, assumptions and judgements
concerning the future. The resulting accounting estimates
will, by definition, seldom equal the related actual results.
The judgements, estimates and assumptions that have
a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year are discussed in this report, as follows:
business combination:
— Refer to note 10 'Intangible assets'.
— Impairment testing of goodwill:
— Refer to note 25 'Impairment testing of goodwill'.
— Expected credit losses:
— Refer to note 20 'Financial risk management'.
— Provisions:
— Refer to note 21 'Provisions'.
— Share based payments:
— Refer to note 29 'Share‑based payments'.
— Value of investments:
— Refer to note 14 'Investments accounted for using
the equity method'.
— Refer to note 15 'Financial assets at fair value
through profit or loss'.
— Refer to note 26 'Non‑current assets classified as
held for sale'.
— The recognition and recoverability of a net deferred tax
asset relating to income tax losses:
— Refer to note 8 'Income tax'.
59
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 3. Segment reporting
(a) Description of segments
The operating segments are based on the reports reviewed by the group of key senior managers who assess performance
and determine resource allocation.
The Chief Operating Decision Makers (“CODMs”) for the year ended 30 June 2023 were the Managing Director, Jamie
Pherous (MD), Global Chief Financial Officer, Cale Bennett (CFO), and Global Chief Operating Officer, Laura Ruffles (COO).
The CODMs consider, organise and manage the business from a geographic perspective. The CODMs have identified four
operating Travel and related service segments being Australia and New Zealand, North America, Asia, and Europe.
There are currently no non‑reportable segments.
(b) Segment information provided to the Chief Operating Decision Makers
The CODMs assess the performance of the operating segments based on a measure of underlying EBITDA.
This measurement basis excludes the effects of the costs of acquisitions, acquisition related adjustments, and other
non‑recurring items during the year.
The segment information provided to the CODMs for the reportable segments for the year ended 30 June 2023 is as follows:
June 2023
Total revenue from external parties
Other income
Total revenue and other income
Underlying EBITDA
Total segment assets
Total segment liabilities
June 2022
Total revenue from external parties
Other income
Total revenue and other income
Underlying EBITDA
Total segment assets
Total segment liabilities
Australia and
New Zealand
$’000
North
America
$’000
Asia
$’000
Europe
$’000
Other1
$’000
Total
$’000
157,761
2,377
160,138
42,404
422,856
115,746
302,486
1,216
303,702
44,789
592,817
63,093
50,542
1,038
51,580
13,945
200,174
93,281
142,613
391
143,004
84,085
453,631
258,076
‑
1,657
1,657
(18,161)
53,373
5,038
653,402
6,679
660,081
167,062
1,722,851
535,234
Australia and
New Zealand2
$’000
North
America
$’000
Asia
$’000
Europe
$’000
Other1
$’000
Total
$’000
66,514
1,835
68,349
11,864
376,359
107,437
213,270
4,433
217,703
27,178
576,945
73,342
14,536
2,772
17,308
(3,012)
165,658
57,893
83,040
871
83,911
37,416
355,269
185,316
‑
1,411
1,411
(13,641)
34,773
3,631
377,360
11,322
388,682
59,805
1,509,004
427,619
1
2
The other segment represents the Group’s support service, created to support the operating segments and growth of the global business.
Comparative information has been restated to reflect the prior year period adjustments detailed in note 9 'Business combinations'.
60
Notes to the Consolidated Financial Statements Note 3. Segment reporting (continued))
(c) Other segment information
Underlying EBITDA
The reconciliation of underlying EBITDA to profit before income tax is provided as follows:
Underlying EBITDA from Continuing Operations
Underlying EBITDA
Interest revenue
Finance costs
Interest on lease liabilities
Depreciation ‑ Property, plant and equipment
Depreciation ‑ Right‑of‑use assets
Amortisation ‑ Intangibles
Underlying profit before income tax expense from continuing operations
Non-recurring items
Acquisition costs
Integration costs
Bad and doubtful debts
Impairment - Held for sale assets
Amortisation - client contracts and relationships
Profit before income tax from continuing operations
Accounting policy
2023
$'000
167,062
2023
$'000
167,062
918
(1,020)
(1,536)
(5,800)
(11,173)
(23,649)
124,802
‑
(5,179)
1,107
(4,072)
(1,703)
(14,608)
104,419
2022
$'000
59,805
2022
$'000
59,805
102
(903)
(1,400)
(5,240)
(9,513)
(20,517)
22,334
(3,293)
(8,925)
570
(11,648)
-
(9,153)
1,533
AASB 8 Operating Segments requires a ‘management approach’, under which segment information is presented
on the same basis as that used for internal reporting purposes.
Operating segments are reported in a manner that is consistent with the internal reporting provided to the
Chief Operating Decision Makers. The CODMs have been identified as a group of executives, which is the committee
that makes strategic decisions.
Goodwill is allocated by management to groups of cash‑generating units on a segment level.
61
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 4. Revenue
(a) Disaggregation of revenue from contracts with customers
Consolidated
2023
Transactional revenue
Volume based incentive revenue
Revenue from sale of inventory
Licensing revenue
Other revenue
Total revenue from external parties
Consolidated
2022
Transactional revenue
Volume based incentive revenue
Revenue from sale of inventory
Licensing revenue
Other revenue
Australia and
New Zealand
$'000
North
America
$'000
Asia
$'000
Europe
$'000
Total
$'000
148,677
4,780
‑
2,908
1,396
157,761
252,262
34,324
11,693
4,032
175
49,009
1,509
‑
‑
24
134,844
5,254
‑
1,104
1,411
584,792
45,867
11,693
8,044
3,006
302,486
50,542
142,613
653,402
Australia and
New Zealand
$'000
North
America
$'000
61,796
778
‑
3,162
778
175,153
20,551
12,470
4,857
239
Asia
$'000
13,987
528
‑
‑
21
Europe
$'000
Total
$'000
78,459
2,594
‑
992
995
329,395
24,451
12,470
9,011
2,033
Total revenue from external parties
66,514
213,270
14,536
83,040
377,360
(b) Assets and liabilities related to contracts with customers
(i) The Group has contract assets related to contracts with suppliers:
Contract assets
2023
$'000
14,917
2022
$'000
11,877
Contract assets represent only current balances for amounts outstanding from suppliers for volume based incentive revenue.
(ii) The Group has contract liabilities related to contracts with customers:
Contract liabilities
2023
$'000
16,025
2022
$'000
16,217
Contract liabilities are amounts received from third parties that are subsequently recognised as revenue in line with the
performance obligations attached to the relevant contract.
Revenue recognised that was included in the contract liability balance at the beginning of the period
2023
$'000
6,791
2022
$'000
5,438
62
Notes to the Consolidated Financial Statements Note 4. Revenue (continued)
Accounting policy
Transactional revenue
Transactional revenue is revenue derived from clients
and suppliers generated from the provision of travel
and accommodation agency services to clients.
The performance obligation is the facilitation of travel
and accommodation related services on behalf of clients.
Transactional revenue is the fixed amount per client
transaction and is recognised at either the ticketed date of
the travel booking or on the date of travel, depending on
the terms of the contract, or as earned per the contract.
Transactional revenue also includes Pay Direct
Commission, which is recognised when the performance
obligation has been satisfied and the amount of the
commission is highly probable, which is either upon receipt
from the supplier or when it is confirmed commissionable
by the supplier.
In addition, the Group manages projects and events for
clients, including the provision of accommodation services.
Revenue is earned in the form of management fees as well
as any margin earned on securing accommodation and
travel services. Revenue is recognised over the duration of
the project or event as activities are performed, individual
performance obligations are satisfied or when amounts are
confirmed commissionable by the client.
Volume based incentive revenue
Volume based incentive revenue is revenue derived
from contracts with suppliers. The revenue is variable
and is dependent upon the achievement of contractual
performance criteria specific to each supplier. Revenue is
recognised over time and is measured as the amount that
is deemed highly probable to be received, which has been
determined using the most likely amount method and the
Group’s experience with the contracts.
Revenue from sale of inventory
Revenue from sale of inventory is revenue derived from the
sale of gift cards for loyalty programs within the US market.
This revenue is recognised at the time the order is
dispatched to the customer.
Licencing Revenue
Licencing revenue is revenue derived from the right to use
CTM’s software and travel supply network. This revenue is
recognised over time in‑line with the satisfaction of the
performance obligation, being the provision of access to
software and the travel supply network.
Other Revenue
Other revenue is recognised when the transfer of
the promised goods or service to the customer has
been completed.
Other revenue includes interest revenue, rental income,
and other minor operating revenue.
63
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 5. Other income
This note provides a breakdown of the items included in other income.
Net foreign exchange gains
Net fair value gain/(loss) on investments
Government grants
Other
Other income
2023
$'000
1,728
(15)
663
4,303
6,679
2022
$'000
2,450
2,148
3,942
2,782
11,322
In FY23, the Group received government assistance to support staff costs in Singapore.
There are no unfulfilled conditions or other contingencies attached to these grants. The Group did not benefit directly from
any other forms of government assistance. Government grant income offsets the cost of retaining additional staff.
Accounting policy
Government grants are recognised when there is reasonable assurance that the grant will be received and all attaching
conditions will be complied with. If conditions are attached to the grant that must be satisfied before the Group is eligible to
receive the contribution, the recognition of the grant as revenue is deferred until those conditions are satisfied.
64
Notes to the Consolidated Financial Statements Note 6. Earnings per share
The following information reflects the income and share data used in the basic and diluted earnings per share
computations:
Earnings per share for profit from continuing operations
Profit after income tax
Non‑controlling interest
Profit after income tax attributable to the ordinary equity holders of
Corporate Travel Management Limited
2023
$'000
78,770
(1,196)
77,574
2022
$'000
762
2,339
3,101
Number
Number
Weighted average number of ordinary shares used as a denominator in calculating basic earnings per share
146,173,544
140,059,733
Adjustments for calculation of diluted earnings per share
Weighted average number of ordinary shares used as a denominator in calculating diluted
earnings per share
599,037
3,558
146,772,581
140,063,291
Accounting policy
Basic earnings per share
Basic earnings per share is calculated as net profit/(loss) attributable to owners of the Group, adjusted to exclude any costs
of servicing equity (other than dividends) divided by the weighted average number of ordinary shares, adjusted for any
bonus element.
Diluted earnings per share
Diluted earnings per share is calculated as net profit/(loss) attributable to members of the parent, divided by the weighted
average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element, and adjusted for:
— Costs of servicing equity (other than dividends);
— The after‑tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised
as expenses; and
— Other non‑discretionary changes in revenues or expenses during the period that would result from the conversion into
potential ordinary shares.
65
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 7. Dividends paid and proposed
Dividends paid during the financial year were as follows:
Final ordinary dividend for the year ended 30 June 2022 of 5 cents per fully paid share paid on
5 October 2022
Interim ordinary dividend for the year ended 30 June 2023 of 6 cents per fully paid share paid on
14 April 2023
Total dividends paid
Dividends not recognised at the end of the reporting period
Approved by the Board of Directors in August but not recognised as a liability as at 30 June
2023
$'000
7,316
8,780
16,096
2023
$'000
32,192
2022
$'000
‑
‑
-
2022
$'000
7,260
The aggregate amount of proposed dividend is expected to be paid out of retained earnings, but not recognised as a liability
at year end. Amount disclosed for FY22, $7,260,000 differs from the final dividend paid amount, $7,316,000 due to shares
issued between 30 June 2022 and dividend declaration date.
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2022: 30%)
2023
$'000
-
2022
$'000
-
Franking credits are calculated from the balance of the franking account at the end of the reporting period, adjusted for
franking credits and debits that will arise from the settlement of liabilities or of receivables for income tax and dividends
after the end of the year.
Accounting policy
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the financial year but not distributed at balance dates. Provisions are measured at the
present value of management's best estimate of the expenditure required to settle the present obligation at the end of the
reporting period.
66
Notes to the Consolidated Financial Statements Note 8. Income tax
Current income tax
Current tax on profits for the year
Adjustments for current tax of prior periods
Deferred income tax
(Increase)/decrease in deferred tax assets
Increase/(decrease) in deferred tax liabilities
Aggregate income tax expense
Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non‑deductible amounts
Other amounts
Adjustments for current tax of prior periods
Recognition of temporary differences previously not brought to account
Difference in overseas tax rates
Research and development tax credit
Utilisation of previously unrecognised tax losses
Income tax expense
Deferred income tax
Deferred tax assets
The balance comprises temporary differences attributable to
Provisions
Employee benefits (SARs)
Lease liabilities
Tax losses
Other
Set‑off of deferred tax liabilities pursuant to set‑off provisions
Net deferred tax assets
Deferred tax liabilities
The balance comprises temporary differences attributable to
Depreciation and amortisation
Contract assets
Right‑of‑use assets
Other
Set‑off of deferred tax assets pursuant to set‑off provisions
Net deferred tax liabilities
2023
$'000
19,222
435
-
10,848
(4,856)
25,649
104,419
31,326
7,705
(6,114)
32,917
435
(2,778)
(4,354)
(382)
(189)
25,649
2022
$'000
7,835
1,407
‑
(13,660)
5,189
771
1,533
460
2,172
(426)
2,206
1,407
(299)
(1,257)
(401)
(885)
771
2023
$'000
2022
$'000
14,830
2,356
8,531
42,514
444
68,675
(37,145)
31,530
2023
$'000
35,430
(1,636)
7,742
(1,313)
40,223
(37,145)
3,078
12,715
6,232
11,285
45,934
‑
76,166
(41,250)
34,916
2022
$'000
34,328
(101)
10,044
185
44,456
(41,250)
3,206
67
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 8. Income tax (continued)
Deferred tax assets
2023
Provisions
Employee benefits (SARs)
Lease liabilities
Tax losses
Other
Deferred tax assets
2022
Provisions
Employee benefits (SARs)
Lease liabilities
Tax losses
Deferred tax liabilities
2023
Depreciation and amortisation
Contract assets
Right‑of‑use assets
Other
Deferred tax liabilities
2022
Depreciation and amortisation
Contract assets
Right‑of‑use assets
Other
(Charged)/
credited in
year via P&L
$’000
(Charged)/
credited in
year via equity
$’000
At 1 July
$’000
Acquisition of
subsidiaries
$’000
Change in
FX rates
$’000
At 30 June
$’000
12,715
6,232
11,285
45,934
‑
1,894
(5,351)
(3,041)
(4,850)
500
‑
1,475
‑
‑
‑
76,166
(10,848)
1,475
38
‑
‑
‑
‑
38
183
‑
287
1,430
(56)
1,844
14,830
2,356
8,531
42,514
444
68,675
(Charged)/
credited in
year via P&L
$’000
(Charged)/
credited in
year via equity
$’000
At 1 July
$’000
Acquisition of
subsidiaries
$’000
Change in
FX rates
$’000
At 30 June
$’000
7,115
5,620
10,825
30,495
54,055
At 1 July
$’000
34,328
(101)
10,044
185
44,456
At 1 July
$’000
17,345
281
9,122
(98)
26,650
3,907
(1,888)
(1,674)
13,315
13,660
103
2,500
‑
‑
2,603
1,095
‑
1,706
‑
2,801
495
‑
428
2,124
3,047
12,715
6,232
11,285
45,934
76,166
(Charged)/
credited in
year via P&L
$’000
(Charged)/
credited in
year via equity
$’000
Acquisition of
subsidiaries
$’000
Change in
FX rates
$’000
At 30 June
$’000
(275)
(1,765)
(2,572)
(244)
(4,856)
‑
‑
‑
(1,236)
(1,236)
632
‑
‑
‑
632
745
230
270
(18)
1,227
35,430
(1,636)
7,742
(1,313)
40,223
(Charged)/
credited in
year via P&L
$’000
(Charged)/
credited in
year via equity
$’000
Acquisition of
subsidiaries
$’000
Change in
FX rates
$’000
At 30 June
$’000
5,963
184
(1,169)
211
5,189
‑
‑
‑
72
72
9,291
(591)
1,706
‑
10,406
1,729
25
385
‑
2,139
34,328
(101)
10,044
185
44,456
The Group has tax losses that arose in foreign subsidiaries of $41,568,000 (2022: 40,719,000) that are available for offsetting
against future taxable profits of the companies in which the losses arose. In most cases, the unused tax losses have no expiry
date. Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable
profits elsewhere in the Group and there is insufficient evidence to support recoverability in the near future. If the Group
were able to recognise all unrecognised deferred tax assets, the profit would increase by $7,621,000 (2022: $7,510,000).
68
Notes to the Consolidated Financial Statements Note 8. Income tax (continued)
Accounting policy
Tax consolidation
Corporate Travel Management Limited and its 100%
owned Australian resident subsidiaries have formed a tax
consolidated group with effect from 1 July 2008.
Corporate Travel Management Limited is the head entity
of the tax consolidated group. Members of the Group have
entered into a tax sharing agreement in order to enable
Corporate Travel Management Limited to allocate income
tax expense to the wholly owned subsidiaries on a pro‑rata
basis. In addition, the agreement provides for the allocation
of income tax liabilities amongst the entities should the
head entity default on its tax payment obligations.
Tax effect accounting by members of the tax
consolidated group
Members of the tax consolidated group have entered into
a tax funding agreement. The tax funding agreement
provides for the allocation of current taxes to members
of the tax consolidated group in accordance with their
accounting profit for the period, while deferred taxes are
allocated to members of the tax consolidated group in
accordance with the principles of AASB 112 Income Taxes.
Allocations under the tax funding agreement are made at
the end of each quarter.
The allocation of taxes under the tax funding agreement
is recognised as an increase/decrease in the subsidiaries’
intercompany accounts with the tax consolidated group
head company, Corporate Travel Management Limited.
The income tax expense (or benefit) for the period is the
tax payable on the current period’s taxable income based
on the applicable income tax rate for each jurisdiction,
adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax
losses. The current income tax charge is calculated on the
basis of the tax laws enacted or substantively enacted at
the end of the reporting period in the countries where the
Group’s subsidiaries and associates operate and generate
taxable income. It includes adjustments for tax expected
to be payable or recoverable in respect of previous periods.
Where the amount of tax payable or recoverable is
uncertain, management establishes provisions based on
either: the Group’s judgment of the most likely amount of
the liability or recovery or; where there is a range of possible
non‑binary outcomes, the expected value calculated under
a probability weighted approach.
Deferred income tax is provided for in full, using the liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts
in the consolidated financial statements. However, the
deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction
other than a business combination that, at the time of the
transaction, affects neither accounting nor taxable profit or
loss. Deferred income tax is determined using tax rates
and laws that have been enacted, or substantially enacted,
by the end of the reporting period and are expected
to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for
temporary differences between the carrying amount
and tax bases of investments in controlled entities where
the parent entity is able to control the timing of the reversal
of the temporary differences and it is probable that the
differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the
liability simultaneously.
Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
Other taxes
Revenues, expenses and assets are recognised net of the
amount of GST except:
— When the GST incurred on a purchase of goods and
services is not recoverable from the taxation authority,
in which case, the GST is recognised as part of the cost
of acquisition of the asset or as part of the expense item
as applicable; and
— Receivables and payables, which are stated
with the amount of GST included.
The net amount of GST recoverable from, or payable to,
the taxation authority is included as part of receivables
or payables in the Consolidated Statement of Financial
Position. Cash flows are included in the Consolidated
Statement of Cash Flows on a gross basis and the GST
component of cash flows arising from investing
and financing activities, which is recoverable from, or
payable to, the taxation authority are classified as operating
cash flows. Commitments and contingencies are disclosed
net of the amount of GST recoverable from, or payable to,
the taxation authority.
69
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 9. Business combinations
1000 Mile Travel Group
CTM acquired 100% of the shares of 1000 Mile Travel Group Pty Limited ("1000 Mile") with effect from 1 July 2022 for
consideration of $6,787,000, with $4,784,000 paid in cash and the remaining paid via the issuance of 106,336 CTM shares
at an issue price of $18.84. 1000 Mile is an Australian‑based supplier of travel management solutions, with a network of
independent experts specialising in providing business travel services to small‑to‑medium sized enterprises.
Trade and other receivables approximate the gross contractual amounts receivable, adjusted for any balances
expected to be uncollectible.
The acquired business contributed revenues of $9,574,000 and a net profit after tax of $1,094,000 to the Group for the period
1 July 2022 to 30 June 2023. As the acquisition occurred on 1 July 2022, the Group's consolidated revenue and net profit after
tax for the year ended 30 June 2023 reflects owning 1000 Mile for the full reporting period.
Fair value acquisition consideration and reconciliation to cash flow
Initial consideration ‑ cash
Initial consideration ‑ equity
Working capital adjustment
Total acquisition date fair value consideration
Cash paid
less: cash balances acquired
Total outflow of cash - investing activities
1000 Mile
$’000
4,804
2,003
(20)
6,787
4,784
(2,696)
2,088
The provisional fair values of the assets and liabilities of the acquired businesses, as at the date of acquisition, are as follows:
1000 Mile
$’000
‑
2,696
1,860
‑
38
‑
(3,465)
(175)
(129)
825
4,489
1,228
877
(632)
6,787
Current assets
Cash and cash equivalents
Trade and other receivables
Non-current assets
Deferred tax assets
Current liabilities
Trade and other payables
Income tax payable
Provisions
Net identifiable assets acquired
Goodwill on acquisition
Intangible assets ‑ client contracts and relationships
Intangible assets ‑ brands
Deferred tax liabilities
Net assets acquired
70
Notes to the Consolidated Financial Statements Note 9. Business combinations (continued)
Prior period business combinations
HLO Corporate
On 31 March 2022, the Group acquired 100% of Helloworld Travel Limited's (ASX: HLO) corporate and entertainment travel
businesses ('HLO Corporate'). In the Group's FY22 Financial Statements, provisional acquisition disclosures were made
detailing the fair value of consideration paid, and the net assets acquired for HLO Corporate. For the year ended 30 June 2023,
the fair value of consideration and net assets acquired have been updated resulting in the following adjustments:
Fair value acquisition consideration and reconciliation to cash flow
Initial consideration ‑ cash
Initial consideration ‑ equity
Working capital adjustment
Total acquisition date fair value consideration
Cash paid and payable
less: cash balances acquired
Total outflow of cash - investing activities
Net assets acquired
Cash and cash equivalents
Trade and other receivables
Other assets
Property and equipment
Right‑of‑use assets
Intangible assets
Deferred tax assets
Trade and other payables ‑ current
Lease liabilities ‑ current
Provisions ‑ current
Lease liabilities ‑ non‑current
Provisions
Net Identifiable assets acquired
Goodwill on acquisition
Intangible assets ‑ client contracts and relationship
Intangible assets ‑ brands
Deferred tax liabilities
Net assets acquired
Fair value on
acquisition
31 March 2022
$'000
Adjustments1
$'000
Updated
fair value on
acquisition
31 March 2022
$'000
100,000
84,821
4,078
188,899
104,078
(20,034)
84,044
Fair value on
acquisition
31 Mar 2022
$'000
20,034
19,613
1,430
366
5,685
1,959
1,686
‑
‑
6,074
6,074
6,074
‑
6,074
Adjustments1
Dec 2022
$'000
‑
(4,738)
‑
‑
‑
‑
‑
(22,928)
4,236
(1,237)
(2,711)
(4,449)
(80)
19,368
148,038
30,300
250
(9,057)
188,899
‑
‑
‑
‑
(502)
6,576
‑
‑
‑
6,074
100,000
84,821
10,152
194,973
110,152
(20,034)
90,118
Updated
fair value on
acquisition
31 Mar 2022
$'000
20,034
14,875
1,430
366
5,685
1,959
1,686
(18,692)
(1,237)
(2,711)
(4,449)
(80)
18,866
154,614
30,300
250
(9,057)
194,973
1
The change to the business combination value relates to the additional working capital adjustment as a result of calculations in accordance with the process
outlined in the Share Purchase Agreement. This has also increased the Goodwill balance by the corresponding amount.
71
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 The Group recognises any non‑controlling interest in the
acquired entity on an acquisition‑by‑acquisition basis either
at fair value or at the noncontrolling interests’ proportionate
share of the acquired entity’s net identifiable assets.
Non‑controlling interests in the results and equity of
subsidiaries are shown separately in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income, Consolidated Statement of Financial Position
and Consolidated Statement of Changes in Equity.
Critical estimates, assumptions and judgements
Value of intangible assets relating to acquisitions
The Group has allocated portions of the cost of acquisitions
to client contracts and relationships, software and other
intangibles. Client contracts and relationships were valued
using the multi‑period excess earnings method.
These calculations require the use of assumptions
including future customer retention rates and cash flows.
Acquired software has been valued using the cost to
re‑create method. These calculations require the use of
assumptions including the period of time it would take to
rebuild the software, the number of people it would take to
rebuild the software and the cost per person to rebuild
the software.
Acquired other intangible assets were valued using the
relief from royalty method. These calculations require the
use of assumptions including the projection of financial
performance and the estimation of a suitable royalty rate,
useful life and discount rate.
Value of financial assets held at fair value through
profit or loss and investments accounted for under
the equity method
The Group has allocated portions of the cost of acquisitions
to financial assets held at fair value through profit or
loss. As these minority interests are unlisted securities,
significant inputs used to calculate the fair value of these
interests are unable to be based upon observable market
data and assumptions must be used. The Group relies
upon financial information provided by the controlling
interest for measurement purposes.
The Group has allocated portions of the cost of acquisitions
to investments accounted for under the equity method.
Whilst the Group has significant influence over the
investee, it does not have a controlling interest and relies
upon financial information provided by the investee to
calculate the value of these investments.
Note 9. Business combinations (continued)
Prior period business combinations
During the year ended 30 June 2023, $700,000 of
contingent consideration relating to the achievement of
performance conditions in FY22 was paid for prior year
business combinations. The payment is associated with the
acquisition of SCT Travel Group Pty Ltd ("Platinum Travel").
Accounting policy
The purchase method of accounting is used to account
for all business combinations regardless of whether equity
instruments or other assets are acquired. The consideration
transferred is measured as the fair value of the assets
acquired, shares issued or liabilities incurred or assumed
at the date of exchange. Acquisition‑related costs are
expensed in the period in which the costs are incurred.
Where equity instruments are issued in a business
combination, the fair value of the instruments is their
published market price as at the date of exchange.
Transaction costs arising on the issue of equity instruments
are recognised directly in equity. The consideration
transferred also includes the fair value of any asset or liability
resulting from a contingent consideration arrangement.
With limited exceptions, all identifiable assets acquired
and liabilities and contingent liabilities assumed in a
business combination are measured initially at their
fair values at the acquisition date. The excess of the
consideration transferred, amount of any non‑controlling
interest in the acquired entity, over the net fair value of
the Group's share of the identifiable net assets acquired
is recognised as goodwill. If the consideration transferred
for the acquisition is less than the Group's share of the net
fair value of the identifiable net assets of the subsidiary,
the difference is recognised as a gain in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income, but only after a reassessment of the identification
and measurement of the net assets acquired.
Where settlement of any part of the cash consideration is
deferred, the amounts payable in the future are discounted
to their present value, as at the date of exchange.
The discount rate used is the entity's incremental
borrowing rate, being the rate at which a similar borrowing
could be obtained from an independent financier under
comparable terms and conditions.
Contingent consideration is classified as a financial liability
at acquisition. Amounts classified as a financial liability are
subsequently remeasured to fair value, with changes in fair
value recognised in other income or other expenses,
and interest expense resulting from discounting is
recognised within finance costs in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income. Any subsequent adjustment to the final contingent
consideration, based on actual results as at 30 June 2023,
has been reflected in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income.
72
Notes to the Consolidated Financial Statements Note 10. Intangible assets
Goodwill ‑ at cost
Less: Accumulated amortisation & impairment
Customer contracts ‑ at cost
Less: Accumulated amortisation
Software ‑ at cost
Less: Accumulated amortisation & impairment
Other intangible assets ‑ at cost
Less: Accumulated amortisation
2023
$'000
924,497
(23,133)
901,364
139,680
(89,467)
50,213
139,012
(85,658)
53,354
6,855
(2,188)
4,667
1,009,598
20221
$'000
888,684
(22,915)
865,769
133,659
(71,368)
62,291
108,867
(65,393)
43,474
5,765
(2,102)
3,663
975,197
1
Comparative information has been restated to reflect the prior period adjustments detailed in note 9 'Business combinations'.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2021
Additions
Additions through business combinations
(note 9 'Business combinations')1
Amortisation expense
Exchange differences
Balance at 30 June 2022 (restated)1
Additions
Additions through business combinations
(note 9 'Business combinations')
Disposals
Amortisation expense
Exchange differences
Balance at 30 June 2023
Client
contracts and
relationships
$'000
37,055
‑
31,829
(9,153)
2,560
62,291
‑
1,228
‑
Software
$'000
38,347
21,686
Goodwill1
$'000
678,253
‑
1,959
156,918
(19,903)
1,385
43,474
32,544
‑
(50)
‑
30,598
865,769
‑
4,489
‑
‑
31,106
901,364
(14,608)
(23,629)
1,302
50,213
1,015
53,354
1
Comparative information has been restated to reflect the prior period adjustments detailed in note 9 'Business combinations'.
Other
intangible
assets
$'000
3,263
‑
885
(614)
129
3,663
‑
877
‑
(20)
147
Total
$'000
756,918
21,686
191,591
(29,670)
34,672
975,197
32,544
6,594
(50)
(38,257)
33,570
4,667
1,009,598
73
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 10. Intangible assets (continued)
Accounting policy
Client contracts and relationships
Client contracts and relationships are acquired as part of a business combinations (refer to note 9 'Business combinations'
for details). They are recognised at their fair value at the date of acquisition and amortised based on a straight line basis.
Software developed or acquired not as part of a business combination
Costs incurred in developing software products or systems and costs incurred in acquiring software and licenses that will
contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised as software
and systems assets.
Software acquired as part of a business combination
Identifiable intangible software assets acquired through a business combination, which are expected to contribute future
period financial benefits through revenue generation and/or cost reduction are capitalised as software and systems assets.
Other
Other intangible assets are recognised at fair value and are amortised over their useful life.
Other intangible assets with an indefinite useful life are tested annually for impairment, or more frequently if events or
changes in circumstances indicate that the intangible asset may be impaired.
Amortisation expense
The useful lives of the below intangible assets are assessed to be finite.
A summary of the amortisation policies applied to the Group's intangible assets is as follows:
Item
Client contracts and relationships
Software developed and acquired
Other intangible assets
Years
3 ‑ 6
3 ‑ 5
2 ‑ 10
Method
Straight‑line
Straight‑line
Straight‑line
Acquired/Internally generated
Acquired
Acquired/Internally generated
Acquired
Where amortisation is charged on assets with finite lives, this expense is recognised in the Consolidated Statement of Profit
and Loss and Other Comprehensive Income in the expense category 'depreciation and amortisation'.
Impairment expense
Goodwill and indefinite life intangibles are tested for impairment annually, or whenever facts and circumstances indicate
possible impairment. An impairment loss is recognised when the carrying amount exceeds recoverable amount.
The recoverable amount is the higher of fair value less costs of disposal or value‑in‑use.
Goodwill
Goodwill is reviewed for impairment, annually, or more frequently if events or changes in circumstances indicate that the
carrying value may be impaired (refer to note 25 'Impairment testing of goodwill').
Critical estimates, assumptions and judgements
Client contracts and relationships
The Group recognises customer contracts and relationships arising from business combinations. Estimates and judgements
are used in determining the fair value of future benefits of contracts and relationships acquired.
Software developed or acquired not as part of a business combination
The Group recognises internally generated software assets arising from development once they meet the criteria set out
in the Australian Accounting Standards. Estimates are used in determining the useful life for amortisation. There is also
judgement involved in assessing how the assets will deliver probable future economic benefit to the Group.
Goodwill
Refer to note 25 'Impairment testing of goodwill'.
Software acquired as part of a business combination
Refer to note 9 'Business combinations'.
74
Notes to the Consolidated Financial Statements Note 11. Cash and cash equivalents
Cash at bank and on hand
Client cash
Total cash and cash equivalents
2023
$'000
138,646
12,339
150,985
2022
$'000
126,531
15,523
142,054
Cash at bank and on hand and client cash earns interest at floating rates. The range of deposit rates as at 30 June 2023 was:
0.00% to 4.5% (2022: ‑0.50% to 2.20%).
Accounting policy
Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and on hand
and short‑term deposits, with an original maturity of three months or less, that are readily convertible to known amounts of
cash and which are subject to an insignificant risk of changes in value.
Client cash represents amounts contributed by clients that the Group is required by regulation or contract to hold separately
before payment to suppliers.
For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consists of cash and cash
equivalents as defined, net of outstanding bank overdrafts.
Reconciliation of profit after income tax to net cash inflow/(outflow) from operating activities
Profit/Loss for the year
Adjustments for:
Depreciation and amortisation
Impairment expense
Net exchange differences
Non‑cash interest
Non‑cash employee benefits expense ‑ share‑based payments
Net (gain)/loss on disposal of non‑current assets
Unrealised (gain)/loss on financial assets held at fair value
(Increase)/decrease in trade and other receivables
(Increase)/decrease in prepayments
Increase/(decrease) in deferred tax balances
Increase/(decrease) in income tax payable
Increase/(decrease) in payables and provisions
(Increase)/decrease in inventory
Net cash flow from operating activities
2023
$'000
78,770
‑
55,229
1,703
5
381
4,575
(1,545)
803
(162,240)
299
6,686
15,449
80,631
(444)
80,302
2022
$'000
762
‑
44,425
‑
(1,827)
111
8,386
23
(2,150)
(73,002)
(1,854)
(8,539)
7,039
100,997
(456)
73,915
75
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 12. Trade and other receivables
Current assets
Trade receivables2
Client receivables2
Contract assets
Less: Allowance for expected credit losses
Deposits3
Other receivables
2023
$'000
76,924
364,749
14,917
(10,474)
446,116
5,935
12,490
18,425
20221
$'000
36,352
224,747
11,877
(9,781)
263,195
6,926
6,203
13,129
Total current trade and other receivables
464,541
276,324
1
2
Comparative information has been restated to reflect the prior year period adjustments detailed in note 9 'Business combinations'.
Trade and client receivables are non‑interest bearing and are generally on terms ranging from 7 to 30 days.
3 Deposits balance represents advanced deposits to suppliers and deposits made on behalf of clients for travel which will occur at a future date.
Accounting policy
Trade and client receivables are recognised initially at fair value and, subsequently, measured at amortised cost using the
effective interest method, less a provision for impairment in accordance with the simplified approach permitted by
AASB 9 Financial Instruments (AASB 9).
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits
the use of the lifetime expected credit loss provision for all trade and client receivables and contract assets
(refer to note 20 'Financial risk management').
76
Notes to the Consolidated Financial Statements Note 13. Inventories
A reconciliation of the values of inventory at the beginning and end of the current and previous financial year is set
out below:
Current assets
Inventory
2023
$'000
1,867
2022
$'000
1,422
Amounts recognised in profit or loss
Inventories recognised as an expense during the year ended 30 June 2023 amounted to $9,524,000 (2022: $9,539,000).
These were included in cost of goods sold in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income. Inventory represents gift cards for a loyalty program in the US market.
Accounting policy
Inventory is valued at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the
ordinary course of business, less estimated costs necessary to make the sale.
Revenue from the sale of inventory is recognised at the time the order is fulfilled and sent to the customer. Cost of goods sold
is recognised as an expense of the value of inventory sold.
77
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 14. Investments accounted for using the equity method
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the
case where the Group holds between 20% and 50% of the voting rights. Investments in associates are accounted for using
the equity method of accounting.
The following table presents the Group's investments accounted for using the equity method at 30 June 2023:
Name of company
Principal activity
2120 Tower LLC (North America) Commercial real estate
MFG Reisen (Europe)
Travel services
Ownership
Interest
Jun 2023
%
37.78
40.00
Ownership
Interest
Jun 2022
%
Investment in
associates
Jun 2023
$'000
Investment in
associates
Jun 2022
$'000
37.78
40.00
‑
762
‑
577
The owner collective of 2120 Tower LLC are currently undertaking to sell the building to which this investment relates,
resulting in this asset being classified as an asset held for sale at 30 June 2023. Refer to note 26 'Non‑current assets classified
as held for sale' for more information.
Accounting policy
Associates
Associates are entities over which the Group has significant influence but not control or joint control. Investments in
associates are accounted for using the equity method. Under the equity method, the share of the profits or losses of the
associate is recognised in profit or loss and the share of the movements in equity is recognised in other comprehensive
income. Investments in associates are carried in the Consolidated Statement of Financial Position at cost plus
post‑acquisition changes in the Group's share of net assets of the associate. Goodwill relating to the associate is included in
the carrying amount of the investment and is neither amortised nor individually tested for impairment. Dividends received
or receivable from associates reduce the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any unsecured
long‑term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on
behalf of the associate.
The Group discontinues the use of the equity method upon the loss of significant influence over the associate and
recognises any retained investment at its fair value. Any difference between the associate's carrying amount, fair value of the
retained investment and proceeds from disposal is recognised in profit or loss.
78
Notes to the Consolidated Financial Statements Note 15. Financial assets at fair value through profit or loss
Minority interest Investments are investments in entities over which the Group does not have significant influence or joint
control. This is generally the case where the Group holds less than 20% share capital. These investments are accounted for at
fair value through profit or loss.
The following table presents the Group's financial assets measured and recognised at fair value at 30 June 2023:
Minority interest investments
Refer to note 28 'Fair value measurement' for further information on fair value measurement.
2023
$'000
6,774
2022
$'000
6,998
79
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 16. Right-of-use assets
Buildings ‑ right‑of‑use
Accumulated depreciation
Accumulated impairment
Total right-of-use assets (buildings)
Motor vehicles ‑ right‑of‑use
Less: Accumulated depreciation
Total right-of-use assets (motor vehicles)
Total right-of-use assets
Opening net book value
Additions
Additions through the acquisition of businesses (refer to note 9 'Business combinations')
Disposals
Depreciation
Exchange differences
Closing net book value
Expense relating to leases of low‑value assets that are not shown above as short‑term leases
(included in operating expenses)
Expense relating to variable lease payments not included in lease liabilities
(included in operating expenses)
2023
$'000
63,195
(28,011)
(938)
34,246
424
(194)
230
2022
$'000
65,375
(22,341)
(868)
42,166
399
(143)
256
34,476
42,422
2023
$'000
42,423
6,391
‑
(4,250)
(11,172)
1,084
34,476
2023
$'000
162
735
2022
$'000
40,526
3,607
7,111
(445)
(9,513)
1,136
42,422
2022
$'000
422
966
Accounting policy
A right‑of‑use asset is recognised at the commencement date of a lease. The right‑of‑use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset,
and restoring the site or asset.
Extension and termination options are included in a number of building leases across the Group. These are used to
maximise operational flexibility in terms of managing the assets used in the Group's operations. The majority of the
extension and termination options held and exercisable only by the Group and not by the respective lessors.
Most extension options have been included in the lease liabilities. Extension options are only included in the lease term if the
lease is reasonably certain to be extended. The assessment of reasonable certainty is only revised if a significant event or a
significant change in circumstances occurs.
Right‑of‑use assets are depreciated on a straight‑line basis over the unexpired period of the lease or the estimated useful life
of the asset, whichever is the shorter.
The Group has elected not to recognise a right‑of‑use asset and corresponding lease liability for short‑term leases with terms
of 12 months or less and leases of low‑value assets. Lease payments on these assets are expensed to profit or loss as incurred.
80
Notes to the Consolidated Financial Statements Note 17. Trade and other payables
Current liabilities
Trade payables2
Client payables2
Other payables and accruals3
Contract Liabilities
Acquisition payable
2023
$'000
31,718
316,747
78,194
16,025
700
20221
$'000
32,816
244,909
42,589
16,217
6,774
Total current trade and other payables
443,384
343,305
Non-current liabilities
Other payables and accruals
Total trade and other payables
106
443,490
2,171
345,476
1
2
3
Comparative information has been restated to reflect the prior year period adjustments detailed in note 9 'Business combinations'.
Trade payables and client payables are non‑interest bearing and are normally settled on terms ranging from 7 to 30 days.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short‑term nature.
Accounting policy
Client payables result from the provision of travel services and products to clients, and which may also include payables to
clients, where clients did not use the travel services and products, or where services were not rendered. Trade payables result
from other activities required to provide those travel services, such as corporate services.
Trade and other payables represent liabilities for goods and services provided to the group prior to the end of the financial
year which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised
cost using the effective interest method.
Other payables and accruals primarily represent liabilities for goods and services received and amounts recognised as
redundancy payments.
Contract liabilities represent amounts received from third parties that are subsequently recognised as revenue in line with the
performance obligations attached to the relevant contract.
Acquisition payables are recognised where contingent consideration hurdles have been satisfied, or where there are
subsequent working capital adjustments, in relation to previously acquired entities.
81
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 18. Borrowings
Borrowings
The carrying amounts of the Group's borrowings were as follows at 30 June:
Total borrowings
2023
$'000
-
2022
$'000
-
The Group has an unsecured syndicated bank loan facility with a total available limit of $100,000,000 and an availability
period until 1 July 2025.
Capitalised establishment costs relating to the debt facility are amortised over the life of the facility. As at 30 June 2023, the
establishment costs paid which are recognised as current and non‑current assets are $189,000 and $261,000 respectively.
The Group has remained in compliance with requirements under its bank facilities throughout the period.
Bank guarantees/letters of credit
The Group provides bank guarantees and letters of credit primarily for the benefit of suppliers in accordance with the
requirements of state travel agency licensing, the UK based Rail Delivery Group (RDG), the Airline Reporting Corporation
(ARC), and the International Air Transport Association (IATA). The bank guarantee requirements represent a barrier to entry
for competitors in these markets and provide a cost advantage for the Group. The table below shows the outstanding
balance of guarantees issued by the Group at 30 June. This balance is not expected to grow materially in future years.
Bank guarantees
Finance costs
Bank loans including commitment fees
Interest expense ‑ leases
Other finance costs
Total finance costs
Accounting policy
Borrowings
2023
$'000
18,724
2023
$'000
883
1,542
131
2,556
2022
$'000
17,746
2022
$'000
820
1,400
83
2,303
Borrowings are initially recognised at fair value and are then subsequently measured at amortised cost using the effective
interest rate method. Establishment costs are capitalised and are amortised over the life of the related borrowing unless
there are no borrowings noted in which case capitalised establishment costs are recognised as Other Assets.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability
for at least 12 months after the reporting date.
Finance costs
This expense is recognised as interest accrues, using the effective interest method for bank loans and an incremental
borrowing rate for lease liabilities. These methods calculate the amortised cost of a financial liability and allocate the interest
expense over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability to the net carrying amount of the financial liability.
82
Notes to the Consolidated Financial Statements Note 19. Lease liabilities
Current liabilities
Lease liabilities ‑ buildings
Lease liabilities ‑ vehicles
Non-current liabilities
Lease liabilities ‑ buildings
Lease liabilities ‑ vehicles
Total lease liabilities
Reconciliation of lease liabilities at 30 June was as follows:
Opening net book value
Additions
Additions through acquisition of entities (refer to note 9 'Business combinations')
Disposals
Repayment of principal element of lease liabilities
Exchange differences
2023
$'000
10,125
39
10,164
28,186
59
28,245
38,409
2023
$'000
48,352
6,352
‑
(5,845)
(11,639)
1,189
38,409
2022
$'000
10,716
35
10,751
37,509
92
37,601
48,352
2022
$'000
46,381
2,818
7,114
(511)
(9,302)
1,852
48,352
Accounting policy
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed
payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected
to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably
certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or
a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured,
an adjustment is made to the corresponding right‑of use asset, or to profit or loss if the carrying amount of the right‑of‑use
asset is fully written down.
83
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 20. Financial risk management
The Group is exposed to market risk (interest rate risk and foreign exchange risk), credit risk, and liquidity risk in the normal
course of business. The Group’s financial risk management is controlled by a central treasury department under policies
approved by the Board. Group Treasury identifies, evaluates, and hedges financial risks in co‑operation with the Group’s
operating units and in accordance with the Board‑approved Treasury Policy. The Treasury Policy provides written principles
for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit
risk, use of derivative financial instruments and non‑derivative financial instruments, and investment of excess liquidity.
(a) Market risk
Interest rate risk
The Group’s income and financial cash flows are impacted by changes in market interest rates, as the Group holds both
interest bearing assets and liabilities.
The Group’s main interest rate exposure during the period arose from interest receivable on cash deposited with banks.
As at 30 June 2023, the Group had no outstanding variable rate borrowings (refer to note 18 'Borrowings').
Interest rate risk is managed using natural hedges, borrowing terms available under facility documents or using interest
rate derivatives. As at the balance date, the Group had no interest rate derivatives outstanding. The Group has considered
its exposure to interest rate movements and notes that significant changes in interest rates would not result in a material
impact to finance costs.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the
relevant Group entity.
When managing its net risk position, the Group uses foreign exchange spot and forward contracts. The Group's
multi‑currency debt facility also allows for borrowings in relevant currencies to provide an offset to revaluation of foreign
currency assets where funding is also required.
The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:
Cash and cash
equivalents
$'000
Trade and other
receivables
$'000
Related party
loans
$'000
Trade and other
payables
$'000
Borrowings
$'000
Total
$'000
2023
EUR
HKD
NZD
USD
CHF
SEK
Other
Total foreign exchange risk
3,118
5,055
3
61
319
3,402
79
12,037
4,575
7
15
237
1,022
647
21
6,524
(4,112)
(7,103)
3,262
243
(184)
2,485
203
(5,206)
660
(48)
‑
(789)
(789)
(2,757)
(424)
(4,147)
‑
‑
‑
‑
‑
‑
‑
-
4,241
(2,089)
3,280
(248)
368
3,777
(121)
9,208
Based on the 30 June 2023 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
result in a loss of $837,000 and a gain of $1,023,000 respectively.
84
Notes to the Consolidated Financial Statements Note 20. Financial risk management (continued)
2022
EUR
HKD
NZD
USD
CHF
SEK
Other
Total foreign exchange risk
Cash and cash
equivalents
$'000
Trade and other
receivables
$'000
Related party
loans
$'000
Trade and other
payables
$'000
Borrowings
$'000
Total
$'000
1,872
‑
3
483
143
204
412
3,117
3,006
1,063
(2,070)
1
18
227
525
18
297
4,092
932
746
43
216
125
(142)
2,983
‑
‑
(270)
(448)
(73)
(394)
(3,255)
‑
‑
‑
‑
‑
‑
‑
-
3,871
933
767
483
436
274
173
6,937
Based on the 30 June 2022 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
have resulted in a loss of $631,000 and a gain of $771,000 respectively.
The following table summarises the foreign exchange rates for the key currencies used in the preparation of the annual report.
2023
Spot rate
Average rate
2022
Spot rate
Average rate
(b) Credit risk
AUD/USD
AUD/GBP
AUD/HKD
0.6664
0.6733
0.5249
0.5595
5.2235
5.2771
AUD/USD
AUD/GBP
AUD/HKD
0.6903
0.7255
0.5669
0.5455
5.4178
5.6621
Credit risk arises from cash and cash equivalents placed on deposit with counterparties and balances owing from
clients and suppliers.
The Group’s exposure to credit risk relating to cash and cash equivalents arises from the ability of the counterparty to repay
funds placed on deposit. The Group’s cash and cash equivalent investments are held on deposit with counterparties holding
an investment grade credit rating.
The Group's policy is that all clients which wish to trade on credit terms are subject to credit verification procedures,
and subsequent risk limits, which are set for each individual client in accordance with the Group’s policies. For some
client receivables, the Group may also obtain security in the form of deposits. In addition, receivable balances are actively
monitored on an ongoing basis, with the result that the Group’s exposure to bad debts has been historically negligible.
Trade and other receivables are subject to the expected credit loss model. The Group has applied the AASB 9 Financial
Instruments simplified approach to measuring the expected credit loss, which uses a lifetime expected loss allowance for all
receivables and contract assets.
Contract assets represent balances earned which are not yet unconditional and have the same characteristics as trade
receivables. The Group has, therefore, concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for contract assets.
To measure the expected credit losses, receivables and contract assets have been grouped based on shared credit risk
characteristics (by client industry or supplier type) and the days past due. Based on the grouping of clients, an expected
loss rate has been applied. Any individual receivable or contract asset which had significantly increased credit risk, were
individually assessed and allowed for. Historic loss events and forward‑looking assumptions have been factored into the
expected loss allowance calculation for these assets as at 30 June 2023.
85
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 20. Financial risk management (continued)
On this basis, the loss allowance as at 30 June 2023 and 30 June 2022 was determined as follows:
2023
Expected loss rate (%)
Carrying amount – client receivables ($'000)
Carrying amount – trade receivables ($'000)
Carrying amount – contract assets ($'000)
Loss allowance ($'000)
2022
Expected loss rate (%)
Carrying amount – client receivables ($'000)
Carrying amount – trade receivables ($'000)
Carrying amount – contract assets ($'000)
Loss allowance ($'000)
Current
More than 30
days past due
More than 60
days past due
More than 90
days past due
1
268,483
38,026
14,917
4,390
2
31,917
304
‑
714
6
29,745
3,589
‑
2,121
7
42,135
3,303
‑
3,249
Current
More than 30
days past due
More than 60
days past due
More than 90
days past due
2
183,761
32,345
11,877
4,156
3
12,823
726
‑
340
9
10,063
2,377
‑
1,107
21
18,433
886
‑
4,077
Total
2
372,280
45,222
14,917
10,474
Total
4
225,080
36,334
11,877
9,680
The loss allowances for receivables and contract assets as at 30 June reconcile to the opening loss allowances as follows:
Client Receivables
$'000
Trade Receivables
$'000
Contract Assets
$'000
Opening loss allowance as at 1 July 2022
Increase in loss allowances recognised in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income
Receivables written‑off during the year as uncollectible
Additions through acquisitions
Closing loss allowance as at 30 June 2023
5,703
1,557
(119)
‑
7,141
3,190
(682)
‑
‑
2,508
787
37
‑
‑
824
Opening loss allowance as at 1 July 2021
Increase/(decrease) in loss allowances recognised in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income
Receivables written off during the year as uncollectible
Additions through acquisitions
Closing loss allowance as at 30 June 2022
Client Receivables
$'000
Trade Receivables
$'000
Contract Assets
$'000
4,218
818
(179)
846
5,703
1,306
1,884
‑
‑
3,190
258
529
‑
‑
787
Receivables and contract assets are written‑off where there is no reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include, amongst others, the failure of a client or supplier to engage in a
repayment plan.
Losses on client and trade receivables and contract assets are presented as bad and doubtful debts for client receivables
and transactional overrides or a write‑back of revenue for volume‑based overrides. Subsequent recoveries will be recognised
against the same line items.
86
Notes to the Consolidated Financial Statements Note 20. Financial risk management (continued)
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulties in meeting the obligations associated with its financial
liabilities. The Group’s approach to managing liquidity is to ensure sufficient cash and credit facilities are available to meet
its liabilities when due, under both normal and stressed conditions.
In addition to the cash position outlined in note 11 'Cash and cash equivalents', the Group has the following credit facilities
available at 30 June 2023. The bank loan amounts in FY23 include the Group’s $100,000,000 multi‑currency revolving loan
facility which matures in July 2025.
Bank loans
Used
Unused
Total bank loans available
Credit cards
Used
Unused
Total credit cards limit
Overdraft facilities
Used
Unused
Total overdraft facilities available
2023
$'000
‑
100,000
100,000
76,884
88,197
165,081
‑
9,554
9,554
2022
$'000
‑
100,000
100,000
45,851
66,529
112,380
‑
9,065
9,065
The Group's credit card facilities are primarily used for client bookings via virtual credit cards.
The following table summarises the contractual timing of undiscounted cash flows of financial liabilities, expressed in AUD
as at 30 June 2023. No derivative financial instruments were held as at the reporting date. Cash flows for financial liabilities
without a fixed amount or timing are based on the conditions existing at 30 June 2023.
Contractual maturities
of financial liabilities
June 2023
Trade and other payables
Lease liabilities
Total non-derivative
financial liabilities
Contractual maturities
of financial liabilities
June 2022
Trade and other payables1
Lease liabilities
Total non-derivative
financial liabilities
Less than 6
months
$'000
6 ‑ 12
months
$'000
Between 1
and 2 years
$'000
Between 2
and 5 years
$'000
Over 5 years
$'000
Total
contractual
cash flows
$'000
Carrying
amount of
liabilities
$'000
428,245
5,764
15,139
4,854
433,309
19,993
106
8,325
9,131
‑
16,186
16,186
‑
443,490
443,490
3,944
39,073
38,409
3,944
482,563
481,899
Less than 6
months
$'000
6 ‑ 12
months
$'000
Between 1
and 2 years
$'000
Between 2
and 5 years
$'000
Over 5 years
$'000
Total
contractual
cash flows
$'000
Carrying
amount of
liabilities
$'000
333,049
6,306
10,256
5,857
2,171
10,500
‑
‑
345,476
22,399
7,561
52,623
345,476
48,352
339,355
16,113
12,671
22,399
7,561
398,099
393,828
1
Comparative information has been restated to reflect the prior year period adjustments detailed in note 9 'Business combinations'.
87
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 21. Provisions
Movements in provisions
At 1 July 2022
Acquisition of subsidiary
Arising during the year
Utilised
Write back of provision
Transfer to acquisition payable
Exchange differences
At 30 June 2023
At 1 July 2021
Acquisition of subsidiary
Arising during the year
Utilised
Write back of provision
Transfer to acquisition payable
Exchange differences
At 30 June 2022
2023
Current
Non‑current
2022
Current
Non‑current
Accounting policy
Employee
entitlements
$’000
Provisions for
other liabilities
and charges
$’000
10,146
129
15,624
(13,483)
(285)
‑
36
12,167
7,304
2,745
13,007
(12,323)
(910)
‑
323
10,146
11,237
930
12,167
9,219
927
10,146
20,439
‑
56,989
(47,214)
(3,724)
(700)
858
26,648
14,463
677
55,550
(45,986)
(4,499)
(700)
934
20,439
24,131
2,517
26,648
17,946
2,493
20,439
Total
$'000
30,585
129
72,613
(60,697)
(4,009)
(700)
894
38,815
21,767
3,422
68,557
(58,309)
(5,409)
(700)
1,257
30,585
35,368
3,447
38,815
27,165
3,420
30,585
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. At the end of the reporting period, provisions are measured at the
present value of management's best estimate of the expenditure required to settle the present obligation. The discount rate
used to determine the present value is a pre‑tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income,
net of any reimbursement.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
88
Notes to the Consolidated Financial Statements Note 21. Provisions (continued)
Employee benefits
Short‑term employee benefits
Retirement benefit obligations
Contributions to defined contribution funds are
recognised as an expense as they become payable.
Prepaid contributions are recognised as an asset to
the extent that a cash refund or reduction in the future
payments are available.
Bonus plans
The Group recognises a provision for future bonus
payments where it is contractually obliged or where there
is a past practice that has created a constructive obligation.
Provision for other liabilities and charges
Provision for unclaimed charges
The Group recognises a provision for unclaimed charges,
arising from the sale of travel services. Based on historical
data and past experience, management considers the
possibility of claims and, if appropriate, it is written back
to the Consolidated Statement of Profit or Loss
and Other Comprehensive Income.
Liabilities for wages and salaries including non‑monetary
benefits, expected to be settled within 12 months of
the reporting period, are recognised in other payables
and accruals in respect of employees’ services up to the
reporting date. Liabilities for annual leave and accumulated
sick leave, expected to be settled within 12 months of
the reporting period, are recognised in the provision for
employee benefits in respect of employees’ services up
to the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled.
Liabilities for non‑accumulated sick leave are recognised
when the leave is taken and are measured at the rates
paid or payable.
Other long‑term employee benefits
Liabilities for long service leave are recognised in the
provision for employee benefits and measured at the
present value of expected future payments to be made in
respect of services provided by the employees up to the
reporting date, using the projected unit credit method.
Consideration is given to the expected future wage
and salary levels, experience of employee departures,
and periods of service. Expected future payments are
discounted using market yields at the reporting date on
government bonds, with terms to maturity and currencies
that match, as closely as possible, the estimated
future cash outflows.
The obligations are presented as current liabilities in the
Consolidated Statement of Financial Position if the entity
does not have an unconditional right to defer settlement for
at least twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.
89
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 22. Contributed equity
Ordinary shares - fully paid
2023
$'000
929,400
2022
$'000
927,397
Ordinary shares entitle the holder to receive dividends as declared and, in the event of winding up the Group, to participate
in the proceeds from the sale of all surplus assets in proportion to the number of, and amounts paid up on, shares held.
On a show of hands, every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote
and upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the company does not have a limited amount of authorised capital.
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
1 July 2021
136,425,516
Share appreciation rights vested
20 August 2021
431,786
Institutional share placement ‑ proceeds used
for the acquisition of HLO Corporate
Share purchase plan ‑ proceeds used for
the acquisition of HLO Corporate
Shares issued as part of HLO Corporate
acquisition consideration
Less: transaction costs arising on share issue
Deferred tax credit recognised directly in equity
23 December 2021
3,571,429
$21.00
28 January 2022
1,190,477
$21.00
25,000
31 March 2022
3,571,429
$23.75
Balance
30 June 2022
145,190,637
Shares issued as consideration for
the acquisition of 1000 Mile Travel Group
1 July 2022
106,336
$18.84
Share appreciation rights vested
24 August 2022
1,028,773
Balance
30 June 2023
146,325,746
$'000
744,581
‑
75,000
84,821
(2,108)
103
927,397
2,003
‑
929,400
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Capital management
The Group maintains a conservative funding structure that allows it to meet its operational and regulatory requirements,
while providing sufficient flexibility to fund future strategic opportunities.
The Group’s optimal capital structure includes a mix of debt (refer to note 18 'Borrowings'), cash
(refer to note 11 'Cash and cash equivalents') and equity attributable to the parent’s equity holders.
When determining dividend returns to shareholders the Board considers a number of factors, including the Group’s
anticipated cash requirements to fund its growth, operational plan, and current and future economic conditions.
There were no dividends paid, recommended or determined during, or for, the current reporting period.
90
Notes to the Consolidated Financial Statements Note 23. Reserves
The following table shows a breakdown of the ‘reserves’ line item as per the Consolidated Statement of Financial Position,
and the movements in these reserves during the year. A description of the nature and purpose of each reserve is provided in
the following table:
At 30 June 2021
Currency translation difference
Deferred tax
Other comprehensive Income
Share-based payments
Expense for the year
Effect of tax
At 30 June 2022
Currency translation difference
Deferred tax
Other comprehensive income
Share-based payments
Expense for the year
Effect of tax
At 30 June 2023
Nature and purpose of reserves
Foreign currency translation
Foreign currency
translation
$'000
21,009
35,429
(233)
35,196
‑
‑
56,205
34,125
1,236
35,361
‑
‑
91,566
Share‑based
payments
$'000
(17,525)
(112)
‑
(112)
8,386
2,500
(6,751)
(150)
‑
(150)
4,574
1,475
(852)
Total
$'000
3,484
35,317
(233)
35,084
8,386
2,500
49,454
33,975
1,236
35,211
4,574
1,475
90,714
Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income
and accumulated in a separate reserve within equity. The cumulative amount is recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income when the net investment is sold or disposed.
Share‑based payments
The share‑based payments reserve is used to recognise an expense for the grant date fair value of deferred shares granted to
employees but not yet vested over the vesting period, as well as deferred tax associated with future tax deductions.
91
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 24. Retained earnings
Retained earnings at the beginning of the financial year
Profit after income tax expense for the year
Dividends paid (refer to note 7 'Dividends paid and proposed')
Retained earnings at the end of the financial year
2023
$'000
91,095
77,574
(16,096)
152,573
2022
$'000
87,994
3,101
‑
91,095
92
Notes to the Consolidated Financial Statements Note 25. Impairment testing of goodwill
For goodwill impairment testing, a cash‑generating unit (CGU) for the Group, has been defined as the lowest level of travel
services operations to which goodwill relates, where individual cash flows can be identified.
The carrying amount of goodwill to the cash generating unit
Travel services ‑ Australia and New Zealand
Travel services ‑ North America
Travel services ‑ Asia
Travel services ‑ Europe
Total goodwill
2023
$'000
215,026
453,063
57,940
175,334
901,363
2022
$'000
203,664
437,377
55,801
162,351
859,193
The recoverable amount of each cash‑generating unit (CGU) has been determined based on forecast cash flows, with the
value‑in‑use (VIU) basis being used for all valuations. Forecasts were determined by management using both internal
and external data. The forecasts for all regions with the exception of Europe assume the return of activity to pre‑COVID‑19
Pro‑forma levels by FY26 or earlier. For Europe, which is currently trading above pre‑COVID‑19 Pro‑forma levels, the cash flow
forecast assumes earnings relating to project work continue through to the end date of existing contracts. Cash flows upon
the return to pre‑COVID‑19 pro forma levels (in ANZ, Asia and North America) or upon the end of project contracts
(in Europe) are extrapolated using the annual growth rates in the table below up to year 5, and the long term growth rates in
the table below beyond year 5.
The following table sets out the remaining key assumptions for those cash‑generating units that have goodwill allocated to them.
2023
Pre‑tax nominal discount rate applied to the cash flow projection
13.79
13.41
13.35
15.31
ANZ
%
NA
%
Asia
%
Europe
%
Cash flows upon the return to pre-COVID-19 pro forma levels (in ANZ, Asia and North America) or upon the end of project contracts
(in Europe) are extrapolated using an average nominal growth rate of
Revenue
Operating expenses
Long‑term growth rate
2022
3.50
3.50
2.00
ANZ
%
3.50
3.50
2.00
NA
%
3.50
3.50
2.00
Asia
%
3.50
3.50
2.00
Europe
%
Pre‑tax nominal discount rate applied to the cash flow projection
13.94
12.11
13.27
12.18
Cash flows beyond FY24 (FY25 in Asia), up to year 5, are extrapolated using an average nominal growth rate of
Revenue
Operating expenses
Long‑term growth rate
3.50
3.50
2.00
3.50
3.50
2.00
3.50
3.50
2.00
3.50
3.50
2.00
93
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 25. Impairment testing of goodwill (continued)
The following key assumptions were used in the modelling:
Sensitivity to changes in key assumptions
— Pre‑tax discount rates ‑ reflect specific risks and
conditions relating to the relevant cash‑generating
units and the countries in which they operate.
— Revenue ‑ the basis used to determine the amount
assigned to sales volume is based on historical
experience, expected client retentions and wins, and
adjusted for growth and other known circumstances
— Operating expenses ‑ the basis used to determine the
amount assigned to the forecast costs are based on
historical margins and patterns of revenue, adjusted for
growth and other known circumstances.
— Long term growth rates ‑ the growth rate used to
extrapolate cash flows beyond the current period is
based on historical experience and future expectations
for growth in the context of inflation expectations in the
countries in which the cash‑generating units operate.
Management recognises that there are various reasons
the estimates used in these assumptions may vary.
Management does not believe that there are reasonably
possible changes in any one key assumption that would
result in an impairment charge in any of the CGUs.
Accounting policy
Goodwill and intangible assets that have an indefinite
useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events
or changes in circumstances indicate that they might
be impaired. An impairment loss is recognised for the
amount by which the asset’s carrying amount exceeds its
recoverable amount. The recoverable amount is the higher
of an asset’s fair value less costs of disposal and its value in
use. To assess impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash‑generating
units). Non‑financial assets other than goodwill that have
suffered an impairment are reviewed for possible reversal
of the impairment at the end of each reporting period.
In assessing value in use, estimated cash flows are
discounted to their present value using a pre‑tax discount
rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
94
Notes to the Consolidated Financial Statements Note 26. Non-current assets classified as held for sale
Through a wholly owned subsidiary (TTRE Inc) CTM holds a 37.78% interest in 2120 Tower LLC. 2120 Tower LLC is a limited
liability company that owns an equity interest in the building of CTM’s North America headquarters. The investment in
2120 Tower LLC has been accounted for based on the equity method of accounting from its inception (refer to
note 14 'Investments accounted for using the equity method'). The asset is periodically compared to commercial real
estate market rates equivalents to support the underlying value of the investment to assess the recoverable amount of the
investment. As a result of evidence that the market price for commercial real estate has deteriorated, the carrying value of
asset has decreased and CTM has recognised an impairment expense.
As at 30 June 2023, 2120 Tower LLC is in the process to market and sell the building by engaging with a real estate agent
experienced in such matters.
Current assets
Investments
Accounting policy
2023
$'000
1,501
2022
$'000
3,311
Non‑current assets and assets of disposal groups are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continued use. They are measured at the lower of their carrying
amount and fair value less costs of disposal. For non‑current assets or assets of disposal groups to be classified as held for
sale, they must be available for immediate sale in their present condition and their sale must be highly probable.
An impairment loss is recognised for any initial or subsequent write‑down of the non‑current assets and assets of disposal
groups to fair value less costs of disposal. A gain is recognised for any subsequent increases in fair value less costs of disposal of
non‑current assets and assets of disposal groups, but not in excess of any cumulative impairment loss previously recognised.
Non‑current assets are not depreciated or amortised while they are classified as held for sale. Interest and other expenses
attributable to the liabilities of assets held for sale continue to be recognised.
95
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 27. Property, plant and equipment
Furniture,
fixtures and
equipment
$’000
Computer
equipment
$’000
Leasehold
improvements
$’000
6,896
(4,572)
2,324
2,089
952
(27)
(924)
87
147
2,324
19,021
(14,127)
4,894
5,314
2,554
(14)
(3,030)
(87)
157
4,894
11,061
(8,047)
3,014
3,603
766
(17)
(1,475)
‑
137
3,014
Furniture,
fixtures and
equipment
$’000
Computer
equipment
$’000
Leasehold
improvements
$’000
8,911
(6,822)
2,089
1,707
646
434
(18)
(591)
(89)
2,089
18,182
(12,868)
5,314
4,261
3,431
‑
(5)
(2,793)
420
5,314
11,780
(8,177)
3,603
4,479
200
‑
(10)
(1,472)
406
3,603
Other
$’000
1,746
(1,167)
579
586
402
‑
(371)
‑
(38)
579
Other
$’000
1,648
(1,062)
586
708
226
‑
(80)
(384)
116
586
Total
$’000
38,724
(27,913)
10,811
11,592
4,674
(58)
(5,800)
‑
403
10,811
Total
$’000
40,521
(28,929)
11,592
11,155
4,503
434
(113)
(5,240)
853
11,592
Year ended 30 June 2023
Cost
Accumulated depreciation
Opening net book amount
Additions
Disposals
Depreciation charge
Transfers
Exchange differences
Closing net book amount
Year ended 30 June 2022
Cost
Accumulated depreciation
Opening net book amount
Additions
Additions through the acquisition of entities
Disposals
Depreciation charge
Exchange differences
Closing net book amount
Accounting policy
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to the acquisition of the item. All other repairs
and maintenance costs are charged to the profit and loss in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income during the reporting period in which they are incurred.
Derecognition
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
to arise from the continued use of the asset.
Any gain or loss arising on derecognition of the asset, calculated as the difference between the net disposal proceeds
and the carrying amount of the asset, is included in the Consolidated Statement of Profit or Loss and Other Comprehensive
Income in the year the asset is derecognised.
Depreciation expense
Depreciation is calculated on property, plant and equipment using the following estimated useful lives and methods:
Item
Leasehold improvements
Computer equipment
Furniture, fixtures and equipment
Years
3 ‑ 15
3 ‑ 5
4 ‑ 10
Method
Straight line
Straight line
Straight line
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.
96
Notes to the Consolidated Financial Statements Note 28. Fair value measurement
Fair value hierarchy
The following table presents the Group's financial assets and financial liabilities measured and recognised at fair value at 30
June 2023 on a recurring basis.
At 30 June 2023
Financial assets at fair value through profit or loss
‑
‑
6,774
6,774
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
At 30 June 2022
Financial assets at fair value through profit or loss
‑
‑
6,998
6,998
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity
securities) is based on quoted market prices at the end of the reporting period. The quoted marked price used for financial
assets and liabilities held by the Group is the closing bid or ask price as appropriate. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over–the–counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little
as possible on entity‑specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
Accounting policy for fair value measurement
When an asset or liability, financial or non‑financial, is measured at fair value for recognition or disclosure purposes, the
fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the
principal market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability,
assuming they act in their economic best interests. For non‑financial assets, the fair value measurement is based on its
highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and
transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair
value measurement.
For recurring and non‑recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge
and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis
is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
97
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 29. Share-based payments
The Group currently operates an Omnibus Incentive Plan (Incentive Plan) for equity‑settled compensation. The Incentive
Plan enables CTM to offer a range of different awards, including share appreciation rights (SARs), options, performance rights
(PRs) and tax exempt shares. The grant of awards under the Incentive Plan forms an integral part of effectively rewarding
executive management, and serves a number of positive purposes, including acting as a retention tool for key employees
as well as linking the award of management incentives to shareholder value creation and aligning the interests of senior
executives with those of shareholders to encourage the long‑term sustainable growth of CTM.
Participation in the Incentive Plan is at the Board’s absolute discretion and no individual has a contractual right to participate
in the plan or to receive any guaranteed benefits.
Performance Rights
In FY23, PRs were awarded under the Incentive Plan. PRs granted under the Incentive Plan carry no dividend or voting rights.
The PRs only vest if certain criteria are met, the employee remains in service through to the vesting date, and upon the
achievement of vesting conditions over the performance period. In the case of PRs issued in FY23, vesting conditions include
share price and EBITDA hurdles.
There is no consideration payable by the participant upon exercising vested PRs. The number of shares to be issued is
the same as the number of PRs held.
Further details can be found in the Remuneration Report.
The following table summarises the movement in PRs granted under the plan:
As at 1 July
Granted during the year
Vested during the year
Forfeited or lapsed during the year
As at 30 June
Vested and exercisable at 30 June
2023
2022
Number of PRs
Number of PRs
‑
737,200
‑
(71,016)
666,184
-
‑
‑
‑
‑
-
-
During FY23, 71,016 PRs granted were subsequently forfeited in the year.
PRs outstanding at the end of the year have the following performance period:
Grant date
27 July 2022
Performance period
Vesting date
1 July 2022 ‑ 30 June 2025
30 June 2025
27 October 2022
1 July 2022 ‑ 30 June 2025
30 June 2025
22 November 2022
1 July 2022 ‑ 30 June 2025
30 June 2025
As at 30 June
Base Price
$
Number of PRs
Number of PRs
30 June 2023
30 June 2022
18.81
18.81
18.81
592,146
61,950
12,088
666,184
‑
‑
‑
-
98
Notes to the Consolidated Financial Statements Note 29. Share-based payments (continued)
Fair value of PRs granted
The assessed weighted average fair value at grant date of the PRs granted during the year ended 30 June 2023 was $9.86.
The fair value at grant date was determined using a pricing model that assess the present value of the probability weighted
share price upon vesting of the PRs at the vesting date. The model takes into account key inputs such as the share price at
the time of the grant, the term of the performance right, the expected price volatility of the underlying share and the risk
free interest rate for the term of the PR.
The fair value model inputs for PRs granted during the year ended 30 June 2023 included:
Price
hurdle
$
Grant date
Vesting date
Share price at
grant date
$
Expected
price
volatility of
CTM's shares
%
Expected
dividend
yield
%
Risk‑free
interest rate
%
18.81
27 July 2022
August 20251
17.72
35.00
1.00
3.00
18.81
27 October 2022
August 20251
17.47
35.00
1.00
3.00
18.81
22 November 2022
August 20251
16.47
35.00
1.00
3.00
PRs are granted for no
consideration and Group's
share price growth over a
3 year vesting period
PRs are granted for no
consideration and Group's
share price growth over a
3 year vesting period
PRs are granted for no
consideration and Group's
share price growth over a
3 year vesting period
1
Vesting date: The Performance Rights will vest in August of the stated year shortly after the full‑year results are announced to the Australian Securities Exchange (ASX).
The expected volatility is based on the historic share price volatility aligned with the remaining life of the PRs, adjusted for
any expected changes to the future volatility due to publicly available information.
SARs
Prior to FY23, SARs were awarded under the Incentive Plan. SARs granted under the Incentive Plan carry no dividend
or voting rights.
The SARs only vest if certain criteria are met, the employee remains in service through to the vesting date, and upon the
achievement of earnings per share growth targets over the performance period.
There is no consideration payable by the participant upon exercising vested SARs. The number of shares to be issued upon
vesting of SARs is calculated by reference to an increase in the price of CTM’s shares from a base price determined by the
Board and the five‑day volume weighted average price of CTM’s shares immediately preceding the date that the Board
determines that the vesting conditions are satisfied or waived.
Further details can be found in the Remuneration Report.
99
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 29. Share-based payments (continued)
The following table summarises the movement in SARs granted under the plan:
As at 1 July
Granted during the year
Vested during the year
Forfeited or lapsed during the year
As at 30 June
Vested and exercisable at 30 June
SARs outstanding at the end of the year have the following performance periods.
Grant date
Performance period
18 August 2020
1 July 2020 – 30 June 2022
1 November 2020
1 November 2020 ‑ 30 June 2022
21 May 2021
17 February 2021 ‑ 30 June 2024
1 July 2021
1 July 2021
1 July 2021 ‑ 30 June 2023
1 July 2021 ‑ 30 June 2024
28 October 2021
1 July 2021 ‑ 30 June 2023
28 October 2021
1 July 2021 ‑ 30 June 2024
2023
Number of SARs
2022
Number of SARs
4,812,500
‑
(2,417,000)
(512,500)
1,883,000
939,741
5,814,750
2,400,500
(809,750)
(2,593,000)
4,812,500
304,004
Number of SARs
30 June 2023
Number of SARs
30 June 2022
‑
‑
‑
879,000
879,000
62,500
62,500
1,519,500
897,500
100,000
1,085,250
1,085,250
62,500
62,500
1,883,000
4,812,500
1,519,500 and 897,500 SARs granted on 18 August 2020 and 1 November 2020, respectively, with a performance period
ending 30 June 2022 vested in August 2022 resulting in the issuance of 1,028,773 shares. 879,000 and 62,500 SARs granted
on 1 July 2021 and 28 October 2021, respectively, with a performance period ending 30 June 2023, lapsed without value as the
volume weighted average price (VWAP) of CTM’s shares in the 5 trading days prior to 30 June 2023, $17.92, was not higher than
$21.19 (the base price), which was a vesting condition.
Fair value of SARs granted
There were no SARs issued in FY23. The assessed weighted average fair value at grant date of the SARs granted during the
year ended 30 June 2022 was $4.11. The fair value at grant date was determined using the Black‑Scholes pricing model that
takes into account the share price at the time of the grant, the base price, the term of the SAR, the expected dividend yield,
the expected price volatility of the underlying share and the risk free interest rate for the term of the SAR.
100
Notes to the Consolidated Financial Statements Note 29. Share-based payments (continued)
The fair value model inputs for SARs granted during the year ended 30 June 2022 included:
Base
price
$
Grant date
Vesting date
Share price
at grant
date
$
Expected
CTM share
price
volatility
%
Expected
dividend
yield
%
Risk‑free
interest rate
%
21.19
1 July 2021
August 20231
21.32
32.00
1.00
0.25
21.19
1 July 2021
August 20241
21.32
32.00
1.00
0.25
21.19
28 October 2021
August 20231
24.00
32.00
1.00
0.25
21.19
28 October 2021
August 20241
24.00
32.00
1.00
0.25
SARs are granted for no consideration
and vest based on the Group's
Earnings per Share growth over a 2
year vesting period
SARs are granted for no consideration
and vest based on the Group's
Earnings per Share growth over a 3
year vesting period
SARs are granted for no consideration
and vest based on the Group's
Earnings per Share growth over a 2
year vesting period
SARs are granted for no consideration
and vest based on the Group's
Earnings per Share growth over a 3
year vesting period
1
Vesting date: The Share Appreciation Rights will vest in August of the stated year shortly after the full‑year results are announced to the
Australian Securities Exchange (ASX).
The expected volatility is based on the historic share price volatility aligned with the remaining life of the SARs, adjusted for
any expected changes to future volatility due to publicly available information.
Expenses arising from SARs and PRs
An expense for the year of $4,574,000 has been recognised in the consolidated statement of profit or loss and other
comprehensive income with a corresponding amount recognised in the share based payment reserve (refer to note 23 'Reserves').
The expense recognised is based on the number of unvested SARs and PRs on issue that are expected to vest.
Accounting policy
Share‑based compensation benefits are provided to employees by way of Share Appreciation Rights (SARs) and
Performance Rights (PRs). The fair value of SARs and PRs granted is recognised as an employee benefits expense, with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the rights
granted, which includes any market performance conditions and the impact of any service and non‑market performance
vesting conditions.
Non‑market vesting conditions are included in assumptions about the number of SARs and PRs that are expected to vest.
The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions
are to be satisfied. At the end of each period, CTM revises its estimates of the number of SARs and PRs that are expected to
vest based on the non‑market vesting conditions. CTM recognises the impact of the revision to original estimates, if any, in
profit or loss, with a corresponding adjustment to equity.
101
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 30. Interest in other entities
(a) Subsidiary entities
The Group’s subsidiary entities at 30 June 2023 are set out in the following table. Unless otherwise stated, each entity has share
capital consisting solely of ordinary shares that are held by the Group, and the proportion of ownership interests held equals
the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
Ownership
Ownership
Company
Region
Corporate Travel Management Group Pty Ltd1
Floron Nominees Pty Ltd
WA Travel Management Pty Ltd4
Sainten Pty Ltd
ETM Travel Pty Ltd
Travelcorp Holdings Pty Ltd4
Travelogic Pty. Limited
Andrew Jones Travel Pty Ltd
SCT Travel Group Pty Ltd4
Travelcorp (Aust) Pty Ltd
Tramada Holdings Pty Ltd
Tramada International Pty Ltd
Tramada Systems Pty Ltd
Corporate Travel Management (New Zealand) Limited
Tramada Systems (USA) Inc4
CTM Finance Pty Ltd
QBT Pty Ltd1
TravelEdge Pty Ltd
Inspire Travel Management Pty Ltd
Quay Services Pty Ltd4
Show Group Pty Ltd
STA Travel Academic Pty Ltd
Nexus Point Travel Pty Ltd
Granted Worldwide Pty Ltd
GSS Travel NZ Pty Ltd4
Communico Services Pty Ltd
1000 Mile Travel Group Pty Ltd3
CTMNZ Holdings Ltd
Atlantic & Pacific Business Travel Ltd
Atlas Ltd
Show Group (NZ) Ltd
CTMNA Holdings Limited1
Country
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
United States of America
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
New Zealand
New Zealand
New Zealand
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
ANZ
2023
%
100
100
‑
100
100
‑
100
100
‑
100
100
100
100
100
‑
100
100
100
100
‑
100
100
100
100
‑
100
100
100
100
100
100
100
100
2022
%
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
‑
100
100
100
100
100
100
Corporate Travel Management North America Inc1
North America
United States of America
North America
United States of America
Travefy Incorporated
TTRE Inc
TTINV Inc
2120 Tower LLC
North America
United States of America
North America
United States of America
North America
United States of America
North America
United States of America
10.00
100
100
37.78
10.00
100
100
37.78
These subsidiary entities have been granted relief from the necessity to prepare financial reports in accordance with Class Order 2016/785 issued by the
Australian Securities and Investments Commission. For further information refer to note 33 'Deed of cross guarantee'.
These subsidiary entities were new entities registered during the period
These entities were acquired during the period
These entities were deregistered during the period
1
2
3
4
102
Notes to the Consolidated Financial Statements Note 30. Interest in other entities (continued)
Company
Region
Corporate Travel Management (CAN) Limited
North America
Country
Canada
QBT USA Inc4
North America
United States of America
Corporate Travel Management (UK) Limited
USD Treasury Coy (UK) Limited
Corporate Travel Management (Europe) Limited
Corporate Travel Management (North) Limited
Portall Travel Limited
Corporate Travel Management (United Kingdom) Ltd
Radius Travel WTT Limited
Travel and Transport UK Limited
Statesman Travel Limited
Statesman Travel Services Limited
Corporate Travel Management (France) SAS
Corporate Travel Management (Germany) GmbH
Corporate Travel Management (Netherlands) BV
Corporate Travel Management (Switzerland) GmbH
Corporate Travel Management (Sweden) AB
Corporate Travel Management s.r.o (Czech Republic)
Corporate Travel Management (Norway) AS
Corporate Travel Management (Denmark) Aps
Corporate Travel Management (Hungary) Kft
Corporate Travel Management (Poland) SP. z.o.o
MFG Riesen
Travellinspector GmbH Schweiz
Statesman Travel Services Private Limited
Wealthy Aim Investments Limited
Westminster Travel Limited
Far Extent Investments Limited
Profit Shine Holdings Limited
Bees.Travel Limited
Corporate Travel Management Limited
CTM Overseas Education Centre Limited
Lotus Travel Group Limited
Lotus Tours Limited
Memory Holidays Limited
Westminster Travel Limited (Taiwan)
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Europe
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
Asia
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
France
Germany
Netherlands
Switzerland
Sweden
Czech Republic
Norway
Denmark
Hungary
Poland
Germany
Switzerland
India
British Virgin Islands
Hong Kong
Hong Kong
British Virgin Islands
Hong Kong
Hong Kong
Hong Kong
British Virgin Islands
Hong Kong
Hong Kong
Taiwan
Westminster Travel Consultancy (Guangzhou) Limited
Asia
People's Republic of China
Guangzhou Anlu Travel Service Co Ltd
Asia
People's Republic of China
Global Travel Support Service Co., Ltd (Japan)
Corporate Travel Management (S) Pte. Ltd
Universal Advisory Pte Ltd
Safe2travel Pte Ltd
Yesrooms Pte Ltd
Holiday House Pte Ltd
4
These entities were deregistered during the period
Asia
Asia
Asia
Asia
Asia
Asia
Japan
Singapore
Singapore
Singapore
Singapore
Singapore
Ownership
Ownership
2023
%
2022
%
100
‑
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
40.00
40.00
99.99
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
72.47
72.47
72.47
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
40.00
40.00
99.99
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
75.10
72.47
72.47
72.47
103
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 30. Interest in other entities (continued)
(b) Non-controlling interests (NCI)
The following table summarises the financial information for entities which have a non‑controlling interest which is material
to the Group.
The amounts disclosed are before intercompany eliminations.
Summarised Statement of Financial Position
Current assets
Current liabilities
Current net assets
Non‑current assets
Non‑current liabilities
Non‑current net assets
Net assets
Accumulated NCI of the subsidiary
2023
$'000
122,977
(81,774)
41,203
76,415
(10,807)
65,608
106,811
14,930
2022
$'000
79,050
(44,976)
34,074
76,741
(12,045)
64,696
98,770
13,439
Summarised Statement of Profit or Loss and Other Comprehensive Income
Revenue and other income
51,379
16,892
Loss for the year
Other comprehensive income for the year
Total other comprehensive gain/(loss) for the year
4,796
3,256
8,052
(9,169)
6,604
(2,565)
Loss for the year allocated to NCI
1,196
(2,339)
Summarised Statement of Cash Flows
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net increase/(decrease) in cash and cash equivalents
10,608
(2,467)
(11,624)
(3,483)
(22,086)
(1,455)
(2,418)
(25,959)
104
Notes to the Consolidated Financial Statements Note 31. Related party transactions
(a) Parent entities
The ultimate parent entity within the Group is Corporate Travel Management Limited.
(b) Subsidiary entities
Interests in subsidiary entities are set out in note 30 'Interest in other entities'.
(c) Key management personnel compensation
Short‑term
Post‑employment
Long‑term benefits
Share‑based payments
Total KMP compensation
2023
$'000
6,352
127
65
906
7,450
2022
$'000
5,884
115
87
2,310
8,396
Detailed remuneration disclosures are provided in the Remuneration Report.
(d) Transactions with other related parties
During FY23, a deferred consideration amount of $700,000 was paid to Greg McCarthy (CEO ‑ Australia and New Zealand)
in relation to the acquisition of SCT Travel Group Pty Ltd, trading as Platinum Travel acquisition.
(e) Outstanding balances with related parties
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:
Contingent consideration
Key management personnel1
2023
$'000
2022
$'000
-
646
1
The FY22 balance represented the present value of the contingent consideration to Greg McCarthy, as a part of the acquisition of SCT Travel Group Pty Ltd,
trading as Platinum Travel Corporation, refer to note 21 'Provisions'. The final contingent consideration hurdles in relation to the Platinum Travel Corporation have
been satisfied in FY23 and $700,000 is to be settled in FY24, refer to note 17 'Trade and other payables'.
(f) Terms and conditions
Directors of the Group hold other directorships as detailed in the Directors’ Report. Where any of these related entities
are clients of the Group, the arrangements are on normal commercial terms and conditions and at market rates.
Directors and executives can acquire travel and event management services on normal terms and conditions
and at market rates. There are no amounts outstanding in relation to these transactions at 30 June 2023.
105
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 32. Parent entity information
(a) Summary financial information
The individual financial statements of the parent entity show the following aggregate amounts:
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Net assets
Equity
Contributed equity
General reserve
Share‑based payments reserve
Retained earnings
Total equity
2023
$'000
71,669
71,669
2023
$'000
38,112
2022
$'000
27,252
27,252
2022
$'000
14,684
1,135,928
1,009,201
16,643
3,876
96,497
32,250
1,039,431
976,951
2023
$'000
949,804
‑
(1,809)
91,436
1,039,431
2022
$'000
947,801
(6,712)
‑
35,862
976,951
(b) Guarantees entered into by the parent entity
The parent entity is party to, and acts as guarantor under the Group's overall financing arrangements as detailed in
note 18 'Borrowings'.
(c) Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2023 or 30 June 2022.
(d) Contractual commitments
The parent did not have any contractual commitments as at 30 June 2023 or 30 June 2022.
106
Notes to the Consolidated Financial Statements Note 32. Parent entity information (continued)
The amounts receivable/payable under the tax funding
agreement are due upon receipt of the funding advice
from the head entity, which is issued as soon as practicable
after the end of each financial year. The head entity may
also require payment of interim funding amounts, to assist
with its obligations to pay tax installments.
Assets or liabilities arising under tax funding agreements
with the tax consolidated entities are recognised as
current amounts receivable from or payable to other
entities in the Group. Any difference between the amounts
assumed and amounts receivable or payable under the tax
funding agreement are recognised as a contribution to or
distribution from wholly‑owned tax consolidated entities.
(iii) Financial guarantees
Where the parent entity has provided financial guarantees
in relation to loans and payables of subsidiaries for no
compensation, the fair values of these guarantees are
accounted for in the parent company and consolidated
financial statements.
Accounting policy
The financial information for the parent entity,
Corporate Travel Management Limited, has been
prepared on the same basis as the consolidated financial
statements, except as follows:
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for
at cost in the financial statements of
Corporate Travel Management Limited.
(ii) Tax consolidation legislation
Corporate Travel Management Limited and its
wholly‑owned Australian controlled entities have
implemented tax consolidation legislation. The head entity,
Corporate Travel Management Limited and the controlled
entities in the tax consolidated group account for their own
current and deferred tax amounts. These tax amounts are
measured as if each entity in the tax consolidated group
continues to be a stand‑alone taxpayer in its own right.
In addition to its own current and deferred tax amounts,
Corporate Travel Management Limited also recognises
the current tax liabilities or assets and the deferred tax
assets arising from unused tax losses and unused tax
credits assumed from controlled entities in the tax
consolidated group.
These entities have also entered into a tax funding
agreement under which the wholly‑owned entities fully
compensate Corporate Travel Management Limited for
any current tax payable assumed and are compensated
by Corporate Travel Management Limited for any current
tax receivable and deferred tax assets relating to unused
tax losses or unused tax credits that are transferred to
Corporate Travel Management Limited under the tax
consolidation legislation. The funding amounts are
determined by reference to the amounts recognised in
the wholly‑owned entities' financial statements.
107
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 33. Deed of cross guarantee
Corporate Travel Management Limited, Corporate Travel Management Group Pty Ltd, QBT Pty Ltd,
Corporate Travel Management (New Zealand), CTMNA Holdings Limited, and Corporate Travel Management North America,
Inc, are parties to a deed of cross guarantee, under which each company guarantees the debts of the other companies.
By entering into the deed, the wholly owned Australian entities have been relieved from the requirement to prepare
a financial report and Directors’ Report under Class Order 2016/785 (as amended) issued by the Australian Securities
and Investments Commission.
These companies represent a ‘closed group’ for the purposes of the Class Order and, as there are no other parties to the deed of
cross guarantee that are controlled by Corporate Travel Management Limited, they also represent the ‘extended closed group’.
During the year, no new entities were added or removed from the deed of cross guarantee.
The following table presents a Consolidated Statement of Profit or Loss and Other Comprehensive income, Summary of
movements in consolidated retained earnings and Consolidated Statement of Financial Position for the year ended
30 June 2023 of the closed group.
Statement of profit or loss and other comprehensive income
Revenue
Other income
Cost of goods sold
Employee benefits
Depreciation and amortisation
Information technology and telecommunications
Travel and entertainment
Occupancy
Administrative and general
Operating profit
Finance costs
Profit before income tax
Income tax (expense)/benefit
Profit after income tax
Other comprehensive loss
Exchange differences on translation of foreign operations
Other comprehensive loss for the year, net of tax
2023
$'000
454,827
77,804
(9,524)
(312,935)
(39,301)
(49,755)
(4,431)
(3,237)
(21,530)
91,918
(127)
91,791
(8,311)
83,480
(2,172)
(2,172)
2022
$'000
263,809
43,191
(9,539)
(202,247)
(31,602)
(34,613)
(1,565)
(2,211)
(19,904)
5,319
(2,538)
2,781
5,444
8,225
(18,471)
(18,471)
Total comprehensive income/(loss) for the year
81,308
(10,246)
Summary of movements in retained earnings
Retained earnings at the beginning of the financial year
Profit after income tax
Dividends paid
Retained earnings at the end of the financial year
2023
$'000
102,526
83,480
(16,096)
169,910
2022
$'000
94,301
8,225
‑
102,526
108
Notes to the Consolidated Financial Statements Note 33. Deed of cross guarantee (continued)
Statement of financial position
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income tax receivable
Other assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss
Investments
Property, plant and equipment
Right‑of‑use assets
Intangible assets
Deferred tax assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Lease liabilities
Related party payables
Provisions
Total current liabilities
Non-current liabilities
Trade and other payables
Lease liabilities
Related party payables
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Total equity
2023
$'000
73,941
148,404
1,867
543
4,757
229,512
1,050
874,665
6,901
21,623
697,730
24,841
1,626,810
1,856,322
129,624
6,442
22,254
12,852
171,172
106
17,043
76,385
‑
1,011
94,545
265,717
1,590,605
1,432,302
(11,607)
169,910
1,590,605
1
Comparative information has been restated to reflect the prior year period adjustments detailed in note 9 'Business combinations'.
20221
$'000
34,527
104,527
1,422
4,715
6,262
151,453
1,014
311,822
7,861
28,759
689,970
36,331
1,075,757
1,227,210
114,922
6,863
9,410
10,099
141,294
2,818
25,258
26,976
6,920
871
62,843
204,137
1,023,073
932,958
(12,411)
102,526
1,023,073
109
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 34. Auditors’ remuneration
The auditor of the Group is PricewaterhouseCoopers.
Audit services - PricewaterhouseCoopers
Audit or review of the financial statements
Other services - PricewaterhouseCoopers
Assurance services
Tax compliance services
Tax advisory services
Other advisory services
Total remuneration of other services
Total remuneration of PricewaterhouseCoopers Australia
2023
$
2022
$
602,904
385,668
‑
71,825
46,000
‑
117,825
720,729
‑
45,350
62,475
‑
107,825
493,493
Other PricewaterhouseCoopers network firms
Other services in relation to the entity and any other entity in the consolidated group
Audit and review of the financial reports
1,428,690
1,206,731
Other assurance services
Tax compliance services
Tax advisory services
37,431
89,996
37,005
45,370
39,453
16,752
Total remuneration of PricewaterhouseCoopers network firms
1,593,122
1,308,306
Non-PricewaterhouseCoopers firms
Services in relation to the entity and any other entity in the consolidated group
Audit and review of the financial report
Total remuneration of Non-PricewaterhouseCoopers firms
192,018
192,018
14,786
14,786
110110
Notes to the Consolidated Financial Statements Note 35. Summary of significant accounting policies
(a) Basis of preparation
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations Act
2001. Corporate Travel Management Limited is a for‑profit
entity for the purpose of preparing the consolidated
financial statements.
The consolidated financial statements have been prepared
on a going concern basis.
Compliance with IFRS
The consolidated financial statements of the Group also
comply with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards
Board (IASB).
These consolidated financial statements have been
prepared under the historical cost convention, as modified
by the revaluation of financial assets and liabilities, fair
value through Consolidated Statement of Profit or Loss
and Other Comprehensive Income.
(b) Rounding of amounts
Amounts in the Consolidated Financial Statements are
presented in Australian Dollars with values rounded to the
nearest thousand dollars, or in certain circumstances, the
nearest dollar, in accordance with the Australian Securities
and Investments Commission Corporations (Rounding in
Financial/Directors' Report) instrument 2016/191.
Critical accounting estimates
The preparation of the financial statements requires the
use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group's accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements, are disclosed in note 2 'Critical
accounting judgements, estimates and assumptions'.
Financial assets at fair value through other
comprehensive income
Financial assets at fair value through other comprehensive
income include equity investments which the Group
intends to hold for the foreseeable future and has irrevocably
elected to classify them as such upon initial recognition.
Impairment of financial assets
The Group recognises a loss allowance for expected credit
losses on financial assets which are either measured at
amortised cost or fair value through other comprehensive
income. The measurement of the loss allowance depends
upon the Group's assessment at the end of each reporting
period as to whether the financial instrument's credit
risk has increased significantly since initial recognition,
based on reasonable and supportable information that is
available, without undue cost or effort to obtain.
Where there has not been a significant increase in
exposure to credit risk since initial recognition, a 12‑month
expected credit loss allowance is estimated. This represents
a portion of the asset's lifetime expected credit losses that
is attributable to a default event that is possible within
the next 12 months. Where a financial asset has become
credit impaired or where it is determined that credit risk
has increased significantly, the loss allowance is based on
the asset's lifetime expected credit losses. The amount of
expected credit loss recognised is measured on the basis of
the probability weighted present value of anticipated cash
shortfalls over the life of the instrument discounted at the
original effective interest rate.
For financial assets mandatorily measured at fair value
through other comprehensive income, the loss allowance
is recognised in other comprehensive income with a
corresponding expense through profit or loss. In all other
cases, the loss allowance reduces the asset's carrying value
with a corresponding expense through profit or loss.
111
Notes to the Consolidated Financial StatementsCORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Note 36. Events after the reporting period
No matter or circumstance has arisen since 30 June 2023 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
112
Notes to the Consolidated Financial Statements Directors' Declaration
30 June 2023
In the Directors' opinion:
— the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
— the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 35 'Summary of significant accounting policies' to the
financial statements;
— the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2023
and of its performance for the financial year ended on that date;
— there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due
and payable; and
— at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed group
will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross
guarantee described in note 33 'Deed of cross guarantee' to the financial statements.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors,
Ewen Crouch AM
Chairman
23 August 2023
Brisbane
Jamie Pherous
Managing Director
113
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Independent
Auditor's Report
114
To the members of Corporate Travel Management Limited (Continued) PricewaterhouseCoopers, ABN 52 780 433 757 480 Queen Street, BRISBANE QLD 4000, GPO Box 150, BRISBANE QLD 4001 T: +61 7 3257 5000, F: +61 7 3257 5999 Liability limited by a scheme approved under Professional Standards Legislation. Independent auditor’s report To the members of Corporate Travel Management Limited Report on the audit of the financial report Our opinion In our opinion: The accompanying financial report of Corporate Travel Management Limited (the Company) and its controlled entities (together the Group) is in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the Group's financial position as at 30 June 2023 and of its financial performance for the year then ended (b) complying with Australian Accounting Standards and the Corporations Regulations 2001. What we have audited The Group financial report comprises: the consolidated statement of financial position as at 30 June 2023 the consolidated statement of changes in equity for the year then ended the consolidated statement of cash flows for the year then ended the consolidated statement of profit or loss and other comprehensive income for the year then ended the notes to the consolidated financial statements, which include significant accounting policies and other explanatory information the directors’ declaration. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. 115
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report Our audit approach An audit is designed to provide reasonable assurance about whether the financial report is free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial report as a whole, taking into account the geographic and management structure of the Group, its accounting processes and controls and the industry in which it operates. The Group provides travel management and accommodation agency services and operates in four broad geographic regions, being Australia & New Zealand, North America, Asia and Europe. The regional finance functions report to the Group finance function in Brisbane, Australia where the consolidation is performed. Materiality For the purpose of our audit we used overall Group materiality of $6.5 million, which represents approximately 1% of the Group’s revenue. We applied this threshold, together with qualitative considerations, to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements on the financial report as a whole. We chose Group revenue because, in our view, it is reflective of the Group's operating activities during the year and provides a level of materiality which, in our view, is appropriate for the audit having regard to the users of the Group’s financial report. We utilised a 1% threshold based on our professional judgement, noting it is within the range of commonly acceptable thresholds. Audit Scope Our audit focused on where the Group made subjective judgements; for example, significant accounting estimates involving assumptions and inherently uncertain future events. In establishing the overall approach to the Group audit, we determined the type of audit work that needed to be performed by us, as the Group engagement team, and by component auditors in the USA, Hong Kong and the UK operating under our instruction. We structured our audit as follows: CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 116
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report We performed audit procedures over the Australia & New Zealand region, in addition to auditing the consolidation of the Group’s regional reporting units into the Group’s financial report. Component auditors in the USA, Hong Kong and the UK performed audit procedures over the North America, Asia and Europe regions respectively. For the work performed by component auditors in the USA, Hong Kong and the UK, we determined the level of involvement we needed to have in the audit work at these locations to be satisfied that sufficient audit evidence had been obtained as a basis for our opinion on the Group financial report as a whole. This included active dialogue throughout the year through discussions, issuing written instructions, receiving formal interoffice reporting, as well as attending meetings with local management. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. The key audit matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Further, any commentary on the outcomes of a particular audit procedure is made in that context. We communicated the key audit matters to the Audit and Risk Committee. Key audit matter How our audit addressed the key audit matter Impairment assessment of the Group’s goodwill (Refer to note 25) At 30 June 2023, the Group recorded $1,009.6m of intangible assets, of which $901.4m related to goodwill. The goodwill is allocated to four cash generating units (“CGUs”), being Australia & New Zealand (“ANZ”), North America, Europe and Asia. As required by Australian Accounting Standards, the Group performed an annual impairment assessment over the goodwill balances by calculating the recoverable amount for each CGU. The assessment was performed as at 30 June 2023, using discounted cash flow models (the “models”) prepared on a ‘value in use’ basis. Given the degree of judgement involved in estimating the key assumptions in the models, including forecast performance, growth rates and discount rates, and the financial significance of the goodwill recognised on the Group’s consolidated statement of financial position, we determined that this was a key audit matter. Our procedures in relation to the impairment assessment of goodwill included, amongst others: ● Assessing the appropriateness of the Group’s determination of its CGUs ● Developing an understanding of the process undertaken by the Group in the preparation of the models used to assess the recoverable amount of the Group’s CGUs ● Assessing the arithmetical accuracy of the models ● Assessing whether the allocation of assets, including goodwill, to CGUs, was consistent with our knowledge of the Group’s operations and internal Group reporting ● Evaluating the Group’s estimated timing of a return to pre-COVID-19 performance (pro-forma) levels for the ANZ, North America and Asia regions, by comparison to external industry forecasts 117
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report Key audit matter How our audit addressed the key audit matter ● For the Europe region, evaluating the timing of cash flows relating to project work, with reference to relevant signed agreements ● Evaluating the Group’s historical ability to forecast future cash flows by comparing FY23 forecast performance with reported actual results for the year ● Comparing the cash flow forecasts for FY24 used in the models to Board approved budgets for FY24 ● Assessing that the discount rates applied in the models reflect the risks of the CGU, with the assistance of PwC valuation experts ● Assessing the long-term growth rates, by comparing to external economic forecasts, with the assistance of PwC valuation experts ● Assessing the Group’s consideration of the sensitivity to a change in key assumptions that either individually or collectively would be required for assets to be impaired and considered the likelihood of such a movement in those key assumptions arising ● Evaluating the reasonableness of the disclosures made in Note 25, including those regarding the key assumptions, in light of the requirements of Australian Accounting Standards ● Comparing the Group’s net assets as at 30 June 2023 of $1,187.6m to its market capitalisation of $2,617.8m at 30 June 2023, noting the $1,430.2m of implied headroom in the comparison. CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 118
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report Key audit matter How our audit addressed the key audit matter Recognition and presentation of the Group’s revenue (Refer to note 4) The Group’s provision of travel management and accommodation agency services to clients drives several different revenue streams. The recognition of revenue from each of these streams is dependent upon the terms of the underlying contracts with customers and suppliers. Judgement is involved in the recognition of “Volume based incentive revenue”, as revenue is accrued over the contract period based on the expected achievement of contractual performance criteria specific to each supplier. The Group provides accommodation agency services, which operate under specific contractual frameworks that outline the nature of revenue to be earned in connection with these services. We considered the recognition and presentation of revenue to be a key audit matter due to the financial significance of the Group’s revenue, the judgement and complexity involved in assessing the entitlement to “Volume based incentive revenue” and revenue recognised for the provision of accommodation agency services, as well as the disclosure considerations per the requirements of Australian Accounting Standards. Our procedures in relation to the recognition and presentation of the Group’s revenue included, amongst others: ● Developing an understanding of the Group’s revenue streams and recognition criteria ● Obtaining the contractual frameworks relating to the provision of accommodation agency services for which revenue has been recognised during the year to develop an understanding of the key terms and performance obligations ● Agreeing a sample of revenue transactions for the “Transactional revenue”, “Sale of Inventory” and “Licencing revenue” streams to supporting documents, such as customer agreements, invoices, remittances and bank statements ● Assessing the Group’s entitlement to revenue recognised for the provision of accommodation agency services by inspecting confirmations provided to the Group and reading relevant legal interpretations of contractual frameworks ● Comparing on a sample basis, “Volume based incentive revenue” recognised by the Group to supporting documents, including performance summaries and bank statements ● Evaluating the reasonableness of the Group’s revenue disclosures in light of the requirements of Australian Accounting Standards. 119
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report Other information The directors are responsible for the other information. The other information comprises the information included in the annual report for the year ended 30 June 2023, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon through our opinion on the financial report. We have issued a separate opinion on the remuneration report. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor’s report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the financial report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our auditor's report. CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 120
To the members of Corporate Travel Management Limited (Continued)Independent Auditor's Report Report on the remuneration report Our opinion on the remuneration report We have audited the remuneration report included in pages 33 to 48 of the directors’ report for the year ended 30 June 2023. In our opinion, the remuneration report of Corporate Travel Management Limited for the year ended 30 June 2023 complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards. PricewaterhouseCoopers Michael Crowe BrisbanePartner 23 August 2023 Shareholder Information
The shareholder information set out below was applicable as at 20 July 2023.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Total
Holding less than a marketable parcel
Number of holders of
ordinary shares
11,184
4,767
604
403
47
17,005
490
Securities
4,109,156
10,479,030
4,189,060
9,195,363
118,353,137
146,325,746
4,516
% of Total
Securities
2.81
7.16
2.86
6.28
80.89
100.00
Based on the Company’s closing share price on 20 July 2023 ($19.82), there were 490 holders of less than a marketable parcel
of ordinary shares and together they hold 4,516 shares.
Equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Number held
Ordinary shares
% of total shares issued
1. Citicorp Nominees Pty Limited
2.
J P Morgan Nominees Australia Pty Limited
3. HSBC Custody Nominees (Australia) Limited
4. Pherous Holdings Group Pty Ltd
5. National Nominees Limited
6. BNP Paribas Noms Pty Ltd (DRP)
7. BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C)
8. Helloworld Group Pty Ltd
9. Matimo Pty Ltd (Matimo A/C)
10. Ms Helen Logas
11. LJP2 Pty Ltd
12. HSBC Custody Nominees (Australia) Limited (Nt‑Comnwlth Super Corp A/C)
13. HSBC Custody Nominees (Australia) Limited (A/C 2)
14. Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
15. Shamiz Pty Ltd (Sami Superfund A/C)
16. Mirrabooka Investments Limited
17. BNP Paribas Nominees Pty Ltd BUB24 Custodial Serv Ltd (DRP A/C)
18. BNP Paribas Nominees Pty Ltd IB AU Noms (Retail Client DRP A/C)
19. Amalfi Trading Pty Ltd (Michael Pherous Family)
20. Ms Karen Ann Shaw
Top 20 Holders
Remaining Holders balance
Grand Total
Unquoted equity securities
Share Appreciation Rights
Performance Rights
28,727,797
22,904,869
21,407,856
16,500,000
5,919,852
5,179,976
3,190,735
1,840,659
1,451,807
1,000,497
1,000,000
874,594
730,260
628,771
567,107
494,000
479,643
363,272
355,334
278,514
113,895,543
32,430,203
146,325,746
Number
on issue
1,883,000
666,184
19.63
15.65
14.63
11.28
4.05
3.54
2.18
1.26
0.99
0.68
0.68
0.60
0.50
0.43
0.39
0.34
0.33
0.25
0.24
0.19
77.84
22.16
100.00
Number
of holders
66
93
121
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Shareholder Information
Substantial holders
As at 2 August 2023, the Company has been notified of the following substantial holders (including associate holdings):
Pherous Holdings Group
Bennelong Funds Management Group Pty Ltd
Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares voting rights
Number held
17,500,000
15,924,691
Ordinary shares
% of total shares issued
11.96
10.88
On a show of hands, every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share
shall have one vote. There are currently no options held.
Share Appreciation Rights
Share appreciation rights have no voting rights.
Performance Rights
Performance rights have no voting rights.
Securities purchased on-market
During FY23, a total of 6,054 ordinary shares were acquired on market for the purposes of the Company’s employee equity
plans and the average price per share purchased was $16.54.
122
Corporate Directory
As at 30 June 2023
Directors
Ewen Crouch AM
Jamie Pherous
Sophie Mitchell
Jon Brett
Marissa Peterson
Laura Ruffles
Secretary
Shelley Sorrenson
Annual General Meeting
The Annual General Meeting of Corporate Travel Management Limited
is scheduled to be held on 25 October 2023 at 11:00am (AEST)
Registered office in Australia
Level 24, 307 Queen Street
Brisbane QLD 4000
Telephone: +61 7 3211 2400
Share registrar
Computershare Investor Services Pty Limited
Level 1, 200 Mary Street
Brisbane, QLD 4000
Telephone: 1300 787 272
Outside Australia: +61 3 9415 4000
Auditor
PricewaterhouseCoopers Australia
480 Queen Street
Brisbane QLD 4000
Stock exchange listing
Corporate Travel Management shares are quoted on the Australian Securities
Website address
ABN
Exchange (ASX).
travelctm.com
17 131 207 611
123
CORPORATE TRAVEL MANAGEMENT | ANNUAL REPORT 2023 Registered Office:
Corporate Travel Management Limited
Level 24, 307 Queen Street, Brisbane QLD 4000
investor.travelctm.com.au
Continue reading text version or see original annual report in PDF
format above