ANNUAL REPORT 2024
Connecting
Business
Through Travel
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 and present and
extend that respect to all Aboriginal
and Torres Strait Islander peoples.
2
In this report
Gearing up
for Growth
05
Financial
Highlights
06
Transforming Travel Services:
The AI Revolution
08
CTM Global
Customer Survey 2024
10
Chairman's
Report
12
Managing
Director’s Report
14
Board
of Directors
18
Executive
Team
20
Sustainability
Performance
22
Financial
Report
24
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
4
Gearing up
for Growth
This year, CTM celebrated its 30th anniversary. CTM
has come a long way from the humble beginnings
of a two-person startup, through global expansion,
ASX listing, and the challenge of a global pandemic.
Throughout all this, CTM has never lost focus on its
reason for being, which is to deliver to customers
exceptional personalised service, industry leading
technology and return on investment.
CTM now stands at the beginning of the next
chapter of transformation and growth. Over the
next five years CTM aims to double its business,
supported by the work put in over the last three
decades, and driven by the CTM team, their
entrepreneurial spirit, and unwavering focus on
the value CTM brings to its customers. By fostering
a culture of innovation and agility, CTM empowers
teams to explore new ways to deliver value. This spirit
is the cornerstone of CTM's strategy, supporting
an embrace of industry-wide transformation
with passion and creativity.
Empowerment is key to CTM’s growth strategy.
CTM invests in people by providing the tools,
training and support they need to excel. This
ensures an agile workforce, resilient and ready
to seize opportunities in a rapidly evolving market.
Agility is crucial in today's dynamic business
environment. CTM is streamlining operations,
enhancing technological infrastructure and
adopting flexible business models to respond swiftly
to market changes. This agility enables CTM to not
only withstand disruptions, but to leverage them
as opportunities for growth. These elements form
CTM's strategic foundation, preparing for substantial
growth and sustained success into the future.
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Financial
Highlights
$970m
$716.9m
$201.7m
$84.5m
3,192
97%
NEW CLIENT WINS*
REVENUE AND OTHER INCOME
UNDERLYING EBITDA
STATUTORY NPAT
ATTRIBUTABLE TO OWNERS
30 JUNE FTE STAFF
(-14 V FY23)
CLIENT RETENTION
* Based upon client assumptions of annualised spend at time of winning.
6
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Artificial intelligence (AI) is revolutionising the business
travel industry, driving efficiency gains and enhancing
both customer service and internal operations at CTM.
Leveraging advanced AI technologies, CTM is setting
new standards for productivity and service quality.
Central to CTM's AI-driven strategy is Scout, an intuitive
virtual travel assistant initially launched in Australia and
rolled out globally. Scout is automating thousands of
customer service transactions each month including
bookings, cancellations and changes, visa requirement
enquiries and general FAQs. More recently, Scout is being
used to manage email processing to significantly reduce
service response times across phone and email channels,
allowing CTM’s service agents more time to manage
complex travel support requests. Notably, in Australia,
90% of booking cancellations are now fully automated
via Scout, delivering up to 80% productivity gains per
transaction for customers.
Beyond service automation, AI is being used to
increase efficiency and personalisation for customers
by streamlining the booking process. In Europe, CTM’s
Lightning online booking tool is piloting a predictive,
personalised, door-to-door trip builder. This AI-powered
tool crafts entire policy-compliant trips including flights,
hotels, trains, car rentals, taxis, airport parking and lounge
passes, based on the traveller’s destination.
AI's ability to manage large volumes of information
and provide relevant options quickly is transforming how
travellers access and book travel content. This capability
addresses the paradox of choice, offering travellers and
travel advisors the best options with maximum speed
and relevance.
Investment in AI capabilities is significant, with large
data sets being essential for effective AI products. There
are risks associated with data governance and security
protocols when utilising third party and off-the-shelf
AI solutions. To mitigate these risks, CTM exclusively
uses AI models securely integrated into our proprietary
technology, ensuring no customer or traveller data is
shared with third parties.
Despite the advances in AI, CTM has no plans to replace
human interaction. Our 2023 Global Customer Survey
revealed that 96.33% of respondents prefer dealing with
a human during emergencies. Conversely, there is a larger
preference for automated technology when booking
and researching travel, with nearly 50% of travellers
comfortable using virtual assistants and chatbots for these
tasks, which drives our continued investment in building
automation and AI into our customer service solutions.
Our customer feedback has been overwhelmingly positive,
with many citing efficiency gains as a significant benefit
of using Scout. As users become more accustomed to
engaging with virtual assistants, demand for AI-powered,
fully automated services is expected to grow.
AI is not just enhancing CTM's operational efficiency,
but transforming the customer experience by providing
personalised, efficient and reliable services that meet
the evolving needs of travel bookers and business
travellers worldwide.
Transforming Travel Services:
The AI Revolution
“Just used CTM Scout to
cancel a hotel booking,
worked a treat. What a
great addition to our travel
booking system.”
8
“I used Scout this
morning for the first
time... What a fabulous
tool! So easy and
efficient... Love it!”
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
CTM Global
Customer Survey 2024
CUSTOMER SERVICE
say
their dedicated
Travel Advisor
is important
say
their Travel
Advisor provides
value for money
solutions
say
their Account
Manager provides
pro-active advice
to improve the
travel program
agree
their Account
Manager provides
solutions to
reduce the travel
budget
REASONS FOR
FUTURE TRAVEL
90%
expect to travel same/more
for customer meetings
85%
expect to travel same/more
for internal meetings
84%
expect to travel same/more
for tradeshows, events and
conferences
1
3
2
Travel expertise
& customer service
Emergency travel
assistance
Cost savings
& buying power
TOP TRAVEL PROGRAM
BENEFITS
TECH
rate CTM’s tech as
good/excellent
WHAT CUSTOMERS ENJOY ABOUT
BUSINESS TRAVEL
Experiencing
new
destinations
Earning
loyalty
points
Collaborating
with colleagues
and partners
10
Cost
reduction
Customer
service
Policy
compliance
Expense
management
& payment
solutions
Traveller risk,
safety &
wellbeing
TOP TRAVEL PROGRAM FOCUS AREAS
1
2
3
5
4
TOP LOYALTY PROGRAM
BENEFITS
Free upgrades
Lounge access
Priority (fast-track
security/boarding)
TOP WELLBEING
INFLUENCES
Travel during working
hours for domestic flights
Location of
accommodation
Hotel upgrades
Long-haul airline
seat upgrades
Direct long-haul flights
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Our focus is on effective execution. We are leveraging our
larger footprint after the transformative FY21 and FY22
acquisitions combined with personalised service and
proprietary technology solutions to grow our client base.
Sales teams in all regions were reorganised during the year
to deliver the customer wins required to achieve double
digit revenue growth. The Group retained 97% of clients
during the year and recorded new client wins with an
estimated annualised value of $970 million.
In addition, projects such as Sleep Space, CTM’s
proprietary hotel content engine, will be critical to
delivering improved revenue yields, combined with
improved customer and supplier experience.
The Group is making further investment in our technology
and automation tools to deliver improved productivity, cost
base reduction and conversion of revenue to profit. Key
projects such as Atlas and Scout are being delivered to plan
and will support EBITDA margins over time. Project Atlas, for
example, will streamline our back-end processes through
standardisation and automation, and is expected to deliver
cost savings of $10 million in
FY25, increasing to $20 million per annum by FY29.
Our businesses in North America and Australia/New
Zealand achieved a significant performance turnaround
during the second half of the year with second half EBITDA
for these regions up 39% on the prior corresponding
period. Both regions gathered further momentum
through the fourth quarter which has been carried
into the early months to FY25.
During the year, a number of changes were made in
the Group’s executive leadership. Eleanor Noonan’s
responsibilities were expanded at the start of FY24,
reflected in her title change to Global Chief Operating
Officer. James Spence joined CTM as Global Chief Financial
Officer on 27 May 2024. They are high calibre leaders. I
would like to thank James Patterson who assumed the role
of Acting Global CFO between 28 July 2023 and 27 May
2024.
On 30 April 2024, Kevin O’Malley elected to retire as CEO
North America and we thank him for his pivotal role in
integrating our North American business in the last four
years. Our North America Chief Operating Officer, Anita
Salvatore will move into the regional CEO role with support
from Kevin to ensure an orderly transition and maintain
the momentum of the business.
The Group has also maintained a robust financial position
with strong cash generation and no debt.
Dear Shareholder,
Year in Review
The Group reported 9% growth in revenue and 21% growth
in underlying EBITDA for FY24. The Group also maintained
a robust financial position with strong cash generation and
no debt.
The underlying core business performed soundly across
our operating regions and is positioned for growth. It is
pleasing to see key metrics such as the conversion of 61%
of incremental revenue to Earnings Before Interest, Taxation,
Depreciation and Amortisation (EBITDA), which shows that
the Group’s investments in automation and productivity
initiatives are bearing fruit and will support strong profit
growth as we win and implement new business.
The last year has been challenging for Corporate Travel
Management as the financial result fell short of expectations.
The UK Bridging Accommodation was materially below
forecast due to changes in government policy. In the
second half, the humanitarian support projects relating
to the conflict in Ukraine, Afghanistan and the Middle
East tapered off more quickly than expected in the final
quarter of the financial year. CTM has been proud to
accommodate displaced persons fleeing conflict in Ukraine
and Afghanistan for a number of years. We are pleased
that 90% of these families are now settled in long-term
accommodation and therefore no longer requiring
interim accommodation.
Chairman’s
Report
12
Financial performance
While the Group reported increases in revenue and
EBITDA across all operating regions for FY24, one-off
projects in the European business as described earlier
were materially below forecast.
The Group reported statutory Net Profit After Tax
attributable to owners of $84.5 million compared to
$77.6 million for the previous year. Excluding one-off
or non-recurring items, underlying Net Profit After Tax
was $113.3 million, an increase of 22.5% compared
to $92.5 million in FY23.
The Group maintained a strong capital position, with
$134.8 million in cash at the year end, no debt and access
to $100 million of committed debt facilities which mature
in July 2025. Additionally, the Group is distributing
$68.3 million to shareholders in relation to FY24 through
dividends and the share buyback program. Our strong
balance sheet is a critical competitive differentiator for
CTM and gives the business funding flexibility to commit
to shareholder dividends and invest in technology and
growth where there are appropriate returns.
Dividend and share buyback program
CTM has maintained a strong balance sheet with no
debt and has a positive performance outlook for the
current financial year. This has enabled the Board to
declare an unfranked final dividend of 12 cents per share.
Combined with the unfranked interim dividend of 17 cents
per share, shareholders will receive total dividends of 29
cents per share unfranked for the year, which represents
50% of the Group’s Net Profit After Tax attributable to the
owners of CTM.
The Board’s intention remains to continue to provide
shareholders with returns in the form of dividend
payments equivalent to 50% of the Group’s Net Profit
After Tax.
At the 2023 AGM, the Group announced an on-market
share buyback program to re-purchase ordinary
CTM shares (not exceeding 10% of the Group’s shares
outstanding) up to a value of $100 million between 15
November 2023 and 13 November 2024. The objective
of the program is to enhance shareholder returns and
complement the Board’s dividend strategy.
During the year, the Group completed $26.1 million in
share buy-backs at an average price of $15.55 per share.
We intend to keep the share buy-back program on foot,
and have extended the completion date to 30 June 2025,
in addition to resetting the amount remaining available
for purchase to up to $100 million, subject to the Board’s
discretion and market conditions.
Sustainability
In 2024 we have been working to ensure our
sustainability framework is best positioned to address
risks and opportunities as they arise and meet the
evolving needs of our stakeholders.
Key achievements during the year have included a gap
analysis and roadmap to compliance with mandatory
climate reporting, third-party verification of our
greenhouse gas inventory, and operationalising
our Carbon (net) Positive Plan.
One of the targets of our decarbonisation plan is to
increase renewable energy source and supply use. While
we were pleased to increase renewable energy use from
0% to 20% year on year, we fell short of our planned 50%
FY24 target due to challenges accessing renewable
energy in all of the markets in which we operate. As
a result, we have recalibrated our renewable energy
pathway to enable us to achieve this target. We remain
committed to achieving our target of 100% renewable
energy use by 2020 in our offices.
Supporting our customers to make informed decisions
about sustainable travel is an increasingly important
part of our value proposition. We continue to review our
technology and product offering to ensure our customers
are empowered to track and reduce the impact of their
business travel and achieve their sustainability goals,
and this work remain a focus of sustainability actions
within our operations.
We are making pleasing progress in implementing
sustainability across the business to play our part as the
world moves towards net zero. I encourage you to read our
Sustainability Report to understand CTM’s sustainability
approach and progress.
Board composition
The Board regularly reviews the mix of skills, experience
and tenure among the Directors to ensure it remains
appropriate for the Group’s strategy and operations
and to plan for succession.
Laura Ruffles stepped down from her Board and executive
roles in March 2024 due to a personal health issue. She
continues to support the business in the development
of the Group’s proprietary technology solutions for clients.
Laura was appointed an Executive Director in 2015 in
recognition of her leadership of the Group’s business
performance. I express the Board’s deep appreciation
of Laura’s significant contribution to CTM over the years.
On behalf of the Directors, I would like to thank all of the
CTM team members for their hard work and dedication to
providing exceptional travel services for our clients. I would
also like to thank all our customers and shareholders for
their continued support for the Group.
Yours sincerely,
Ewen Crouch AM
Chairman,
Corporate Travel Management Limited
21 August 2024
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Managing
Director’s Report
Despite this, Europe increased full year revenue by
18% to $169.3 million and EBITDA by 16% to $97.7 million.
CTM has been very proud to accommodate displaced
persons fleeing conflict in Ukraine and Afghanistan for a
number of years. We are pleased that 90% of these families
are now settled in long-term accommodation, therefore,
no longer require interim accommodation services. The
reduced demand is now reflected in the FY25 forecast
and outlook for the region assumes no bridging vessel
extension and war-related humanitarian projects.
New customer wins and a high level of client take-up of
our technology offering will drive growth in both revenue
and profitability, which we expect will reach approximately
150% of FY19 pre-COVID figures, even though the market
has only recovered to only approximately 80% of activity
levels before the pandemic.
Separating the Europe region from Group results, the
combination of North America, Australia/New Zealand
and Asia increased revenue by 6% and EBITDA by 21%
to $122.5 million.
The North America and Australia/New Zealand regions
delivered significant performance turnarounds in the
second half of the year.
In North America, second half performance improved on
the back of both a rebound in existing customer activity
and new customer transaction volumes up 17% compared
to prior corresponding period. Focusing on profitable
accounts and automating customer-facing and back
office processes helped to increase EBITDA by 39%
to $39.2 million in the six months to June 2024.
In Australia/New Zealand, revenue increased by 11% to
$169.3 million in the second half compared to the prior
corresponding period. In addition to new client wins
and customers returning to CTM, the successful launch
of our new Sleep Space hotel booking engine in this
region in February 2024 has been a positive contributor
to accelerating revenue. EBITDA also increased by 39%
to $26.3 million in the second half compared with the
prior corresponding period as the business realised
synergy benefits from the acquisition of Helloworld’s
corporate and entertainment businesses and gains
from process automation.
Our Asian business also showed strong growth in
FY24 with revenue increasing 24% to $64.1 million and
EBITDA rising by 29% to $17.9 million. This is a creditable
performance in light of the slow recovery of airline capacity
since the Greater China market re-opened in 2023. To
combat this, the region has continued to diversify with
31% of revenue coming from outside of China and
Hong Kong, compared with 11% in FY19.
Dear Shareholder,
The Group’s financial performance in FY24 did not
meet our growth ambitions, but the underlying business
performed well and new client wins, improvements in
investments in proprietary technology, and strong second
half turnarounds in our North America and Australia/New
Zealand regions are creating momentum going into FY25.
While revenue increased by 9% to $716.9 million and EBITDA
rose 21% to $201.7 million, the Group’s financial result fell
short of internal expectations and earnings guidance.
Three key factors contributed to the shortfall in the Group’s
overall performance. First, macroeconomic impacts in
North America during the second quarter, which we
flagged in our first-half results, affected client activity. We
saw a rebound in January, and this had no further impact
on the second half results in North America. Secondly, the
UK Home Office Bridging Accommodation and Travel
Services contract, which was expected to deliver $1.5
billion annually in TTV (Total Transaction Value) along with
significant revenue and profit, was materially below our
forecast due to changes in government policy. Finally, one-
off humanitarian support projects related to the conflict
in Ukraine, Afghanistan, and the Middle East tapered off
more quickly than anticipated during the second half of
the year, further contributing to the shortfall.
Strong second half turnarounds in our North America and Australia/
New Zealand regions are creating momentum going into FY25.
14
Embracing AI and automation to improve
client service and drive efficiencies
CTM’s business model has always been based on
personalised service and proprietary technology.
Having the capability to develop and implement our
own technology to keep pace with rapid changes in client
needs is a critical competitive advantage for the Group.
We are leveraging artificial intelligence (AI) in a variety
of ways to enhance personalisation, efficiency and choice
in business travel.
The introduction of sophisticated automation in
service channels has become a necessity for any travel
management company that seeks to provide customers
with reliable, efficient and personalised 24/7 service.
Late last financial year we introduced Scout, our
AI-powered virtual service assistant. Scout is using AI to
automate thousands of customer service requests every
month, and is enjoying strong customer adoption which
has improved our Net Promoter Scores (NPS) from clients
and contributed to productivity gains. Scout was initially
launched in Australia/New Zealand and has been rolled-
out across all of our regions in the fourth quarter of FY24,
and will be a key technology investment for CTM in FY25
as it learns to solve more complex problems faster.
As mentioned above, Sleep Space contributed to revenue
growth in Australia/New Zealand since it was launched
in February 2024. Our preliminary research indicates the
product has strong potential and development is underway
for roll-out in our other operating regions during FY25.
As a result of these initiatives the business delivered
revenue per full time equivalent employee 35% higher than
pre-COVID (FY19) and grew 9% versus FY23. We converted
incremental revenue to EBITDA at a rate of 61% in FY24,
higher than our 50% target. This all occurred against a
back-drop of improving NPS scores where the projects
were implemented.
The Group is also undertaking an internal project to
globalise support services through automation and
standardisation. Called Project Atlas, this work is forecast
to generate $10 million in cost savings in FY25, rising to
$20 million per annum by FY29. The non-recurring cost
of the project was $10.5 million in FY24 with a further
$7.0 million budgeted in FY25.
Customer service excellence
We are pleased to have won approximately $970 million
of new customers in FY24 and maintained client retention
rate of 97% which will translate into a positive year ahead.
Our 2024 Global Customer Survey findings show that
a large proportion of our clients expect to maintain
or increase their corporate travel for the year ahead -
90% for customer meetings, 85% for tradeshows
and conferences, and 84% for internal meetings.
Our focus on providing market leading travel
management solutions has also been recognised
with a number of industry awards in FY24, including:
Australian Travel Industry Association Awards
—
Most Outstanding Global Travel Management Company
—
Sustainability Award
—
Most Outstanding Business Events Travel Agency
TTG
—
Best Corporate Travel Agency – Asia
Business Travel Sustainability Awards Europe
—
Corporate Booking Platform - Lightning (for the
second year in a row).
Empowering our people
Ensuring our employees feel heard and valued
is important to CTM. We engage in a process of
‘continuous listening’ to ensure we understand and can
address employees’ needs and challenges. To this end,
we seek the feedback of our employees every quarter
via the CTM Pulse employee engagement survey.
We have been pleased with the high rates of engagement
with this survey – the average response rate was 85% with
over 59,000 comments provided – which can be attributed
to employees feeling that their contributions are heard
and acted upon. Further, we have implemented an ideas
and innovations program where, in the first 3 months of
implementation, over 330 ideas have been put forward
by our team to improve customer service and workplace
efficiencies. NPS scores are fast approaching FY19 levels.
Financial strength
CTM remains in a strong financial position with no debt,
generating strong operating cash at long-term averages
of 85-90%. Cash generated by the Group is expected to be
utilised for dividends maintained at 50% of net profit after
tax (currently unfranked) and offering funding flexibility
for potential acquisitions and share buy-backs.
In conclusion
CTM continues to rapidly adapt as the global corporate
travel market has been transformed by the aftermath of
the pandemic and the adoption of new technology. The one
constant over this period has been the dedication of all of
our people to delivering excellent service for our customers.
As a Group, we are grateful to 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 of these important
stakeholders in the continuing success of CTM.
Yours sincerely,
Jamie Pherous
Managing Director,
Corporate Travel Management Limited
21 August 2024
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Key
initiatives
FY25
16
1
Focus on organic growth through new client wins
Investment in building sales teams, focus on delivering exclusive solutions for niche travel segments,
and global roll-out of our proprietary Sleep Space accommodation marketplace for customers.
4
Investment in employee engagement and professional development
Renewed global high performance (HiPo) employee development program and launch of global leadership
development program Lead@CTM. Enhancements to global employee recognition program, CTM All Stars,
in recognition of outstanding performance to CTM’s Values.
2
Increase internal and customer efficiencies through technology and automation
Automation efficiencies through Scout, our in-house tool to leverage automation, AI and
machine learning to improve service delivery to our customers and internal efficiencies.
5
Globalisation of key support functions
Further enhance back-end processes through global standardisation and automation.
3
Maximise feedback loops to drive service and technology
Leverage shared insights and feedback globally from Client Advisory Boards in all regions,
and enhance internal Think Tank program for employee-led innovation initiatives.
6
Sustainability roadmap
Continued focus on sustainability framework to address emerging risks and opportunities
and the evolving needs of our stakeholders.
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Board of Directors
Ewen Crouch AM
Chairman, Independent
Non-Executive Director
Ewen Crouch was a Partner at
Allens from 1988-2013. He served
as a member of the firm’s board
for 11 years, including 4 years as
Chairman of Partners. His other roles
at Allens included Co-Head Mergers
& Acquisitions and Equity Capital
Markets from 2004-2010, Executive
Partner - Asian Offices from 1999-
2004, and Deputy Managing Partner
from 1993 - 1996. He was a Director of
Mission Australia from 1995, including
as Chairman from 2009, until retiring
in November 2016.
Mr Crouch is a Non-Executive
Director of BlueScope Steel Limited
(since March 2013) and Chairman
and Non-Executive Director of
AnteoTech Limited (since April 2022).
He is Chairman and Non-Executive
Director of RSL LifeCare Limited
(since October 2022) and a Director
of Jawun (since September 2015).
He is a Fellow of the Australian
Institute of Company Directors
and 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.
Jamie Pherous
Managing Director
Jamie Pherous founded Corporate
Travel Management Limited (CTM)
in 1994. He has built the Group from
its headquarters in Brisbane to
become one of the world’s largest
travel management companies.
Prior to establishing CTM, Jamie
was employed by Arthur Andersen,
now EY, as a qualified Chartered
Accountant, specialising in
business services and financial
consulting, notably in Australia,
Papua New Guinea and the
United Arab Emirates.
Sophia (Sophie)
Mitchell
Independent Non-Executive
Director
Sophie Mitchell has over 30 years of
corporate advisory, capital markets
and equity research experience. She
retired from Morgans in June 2019
after over a decade as Executive
Director in Morgans Corporate and,
prior to this, she was Morgans' Head
of Research.
Sophie is currently concentrating
on her Board roles and is a Non-
Executive Director of Firstmac
Limited (since November 2022),
NZX-listed Tourism Holdings
Limited (since December 2022), Myer
Family Investments Limited (since
December 2020), Morgans Holdings
(Australia) Limited (since March
2018) and the Morgans Foundation
Limited. She was Chairman and Non-
Executive Director of Apollo Tourism
& Leisure Limited from 2016-2022, a
Non-Executive Director of Flagship
Investments Limited from 2008-2021,
a board member of the Australia
Council for the Arts, and a member
of the Takeovers Panel between
2009 and 2018.
18
Jon Brett
Independent Non-Executive
Director
Jon Brett was formerly an Executive
Director of Investec Wentworth
Private Equity Limited, and an
executive of Investec Bank (Australia)
Limited. He was previously 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 Non-Executive
Director Chairman-elect of
Infomedia Limited (since July 2024).
He is also a Non-Executive Director
of Raiz Invest Limited (since
November 2023). 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 Petersen
Independent
Non-Executive Director
Marissa Peterson is President
and CEO of Mission Peak Executive
Consulting, a Silicon Valley leadership
coaching business, and currently
serves on the Board of US Based
company Employee Owned Brands.
She is based in the United States
and brings extensive experience in
governance, technology and digital
transformation, and executive
development.
Mrs Peterson holds a Bachelor of
Science in Mechanical Engineering
and an Honorary Doctorate in
Management from Kettering
University, and an MBA from
Harvard Business School.
Mrs Peterson’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,
Covisint, and was a Board Trustee
of Kettering University.
19
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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.
Eleanor Noonan
Global Chief Operating Officer
Eleanor Noonan joined CTM in August 2022 and holds the role of Global Chief
Operating Officer. She has held various senior executive roles within travel,
government and financial services. Eleanor is commercially driven, values
focused and passionate about leading high-performance teams to support
a business growth agenda. Eleanor is skilled in developing and executing
customer-centric business strategies, leading large-scale change initiatives,
and achieving operational excellence. Eleanor holds a Master of Business
and is a Graduate of the Australian Institute of Company Directors.
Shelley Sorrenson
Global Chief Legal Officer and Company Secretary
Shelley Sorrenson joined CTM in November 2021 as Global Chief Legal
Officer and Company Secretary. Shelley is a pragmatic and commercially driven
corporate legal and governance practitioner with over 15 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.
James Spence
Global Chief Financial Officer
James Spence joined CTM in May 2024 as Global Chief Financial Officer.
James has 14 years’ experience as CFO of international businesses primarily
in energy and software sectors, and has operated across Australasia, North
America and Europe throughout his 30+ year career. James brings broad-based
financial experience across all the main disciplines within finance include
strategy, risk, treasury, accounting, M&A, capital markets, investor relations
and commercial decision-making with extensive board level, team leadership
and public markets experience. James holds a Bachelor of Science – Economics
& Politics and is a Chartered Accountant.
20
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 as
the Chairman 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).
Greg McCarthy
CEO Australia and 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.
Debbie Carling
CEO UK and 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.
Kevin O'Malley1
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.
1
Kevin O'Malley will cease to be CEO - North America on 1 September 2024.
21
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Sustainability Performance
GOVERNANCE
PEOPLE
PROSPERITY
PLANET
Roadmap to mandatory
climate-related
reporting
Review of GHG inventory
calculation basis and
Scope 3 boundary
Achieved diversity and
inclusion benchmark
year on year
charities supported
34
95.5%
A$407K+
Modern Slavery
Statement
Third party verification
of GHG inventory
Leadership
capability framework
launched
in sponsorships
and donations
completion of mandatory
compliance training1
Achieved 20%
renewable energy
source and supply
for FY24
Global executive
development program
delivered
Awarded Achievement
in Sustainability –
Corporate Booking
Platform (Lightning)
2023 and 20242
Introduced
Supplier Code
of Conduct
Global 12 month
rolling attrition rate
has improved
View CTM's FY24 Sustainability Report at investor.travelctm.com.au
1
3.2% in progress.
2
Awarded by BTN Group’s Business Travel Sustainability Awards Europe.
22
“Our focus remains on
continual improvement
across sustainability pillars,
prioritising our key material
sustainability risks and
opportunities and being
transparent on our progress
with our stakeholders.”
23
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Financial
Report
Directors'
Report
Notes to the Consolidated
Financial Statements
25
63
Corporate
Governance
Consolidated Entity
Disclosure Statement
36
118
Directors'
Declaration
Remuneration
Report
37
121
Auditor's Independence
Declaration
Independent
Auditor's Report
57
122
Consolidated
Financial Statements
Shareholder
Information
58
128
Consolidated Statement
of Profit or Loss and Other
Comprehensive Income
Corporate
Directory
130
59
Consolidated Statement
of Financial Position
60
Consolidated Statement
of Changes in Equity
61
Consolidated Statement
of Cash Flows
62
24
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 2024.
Directors
The following persons were Directors of CTM during the
financial year and up to the date of this Directors' Report,
except as otherwise stated.
—
Ewen Crouch AM (Chairman, Independent
Non-Executive Director)
—
Sophie Mitchell (Independent Non-Executive Director)
—
Jon Brett (Independent Non-Executive Director)
—
Marissa Peterson (Independent Non-Executive
Director)
—
Jamie Pherous (Managing Director)
—
Laura Ruffles1 (Executive Director)
1
Laura Ruffles ceased to be Executive Director on 12 March 2024.
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:
2024
$'000
2023
$'000
Final ordinary dividend for
the year ended 30 June 2023
of 22 cents per fully paid share
paid on 5 October 2023
(for the year ended 30 June
2022 of 5 cents per fully paid
share paid on 5 October 2022)
32,192
7,316
Interim ordinary dividend
for the year ended 30 June
2024 of 17 cents per fully paid
share paid on 5 April 2024
(for the year ended 30 June
2023 of 6 cents per fully paid
share paid on 14 April 2023)
24,841
8,780
Total dividends paid
57,033
16,096
Since 30 June 2024, the Directors have determined to pay
a final ordinary dividend of 12.0 cents per fully paid share,
unfranked, to be paid on 4 October 2024 out of retained
earnings at 30 June 2024, but not recognised as a liability
at year end.
Review of operations
The Group's principal activity is managing the
procurement and delivery of travel and accommodation
agency services for its clients.
Consolidated Group financial performance
The Group's statutory profit after tax attributable to
owners for the financial year amounted to $84,452,000
(FY23 : 77,574,000), with underlying EBITDA increased to
$ 201,725,000 in FY24 from $ 167,062,000 in FY23. CTM
delivered record revenue and Underlying EBITDA in FY24,
a result driven by growing momentum from customer
wins, execution of projects that improve revenue yield,
and strong conversion of revenue to profit, through cost
control and automation initiatives. The reconciliation to
profit before income tax from continuing operations is
set out in note 3 'Segment reporting'.
FY24 saw a change in the mix of CTM’s revenue, as
the non-BAU project revenue in Europe delivered lower
than expected activity levels and tapered off faster than
initially expected. This trend will continue into FY25, with
little project work expected. This tapering of one-off
work in Europe is being offset by growing momentum in
other regions, particularly North America and ANZ, with
activity building in 2H24, and the benefits of revenue yield
initiatives such as the Sleep Space hotel program, and cost
control through automation is also driving strong growth
in EBITDA margins and the bottom-line result.
Over the past few years, acquisitions, technology
investment, and productivity gains have set up the
business to grow through enhanced scale, and offer 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.
Despite corporate travel activity still at approximately 80%
of pre-Covid levels globally, CTM has delivered underlying
EPS in FY24 at 88% of pre-Covid levels. Metrics such as
this EPS growth show the benefits the business is now
seeing from investment in revenue yield, integration,
and automation initiatives. Other key metrics that
validate that the hard work over the last few years are:
—
FY24 Revenue / FTE: Up 35% compared to pre-Covid,
and up 9% versus the prior comparative period; and
—
FY24 incremental revenue conversion compared to
FY23 at 61%.
The Group maintains a strong balance sheet with no debt
and cash of $134,771,000 as at 30 June 2024. Outstanding
bank guarantees decreased from $18,724,000 at 30 June
2023 to $18,162,000 as at 30 June 2024.
25
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
CORPORATE TRAVEL MANAGEMENT
ANNUAL REPORT 2024
25
Continued
Directors' Report
Underlying EBITDA to Net Profit Before Income Tax Expense ($m)
Underlying EBITDA
201.7
(6.9)
Doubtful debts
(5.4)
Integration costs
178.9
Statutory EBITDA
22.8
Total EBITDA non-recurring costs
-
Finance costs (net of interest income)
(45.0)
Depreciation and amortisation (exc. client contracts and relationships)
156.7
Underlying profit before income tax
(15.1)
117.3
Amortisation - client contracts and relationships
Profit before income tax
(1.5)
Impairment - held for sale assets
Restructuring costs
(10.5)
(22.8)
Total EBITDA non-recurring costs
Regional operations
The key financial results are summarised in the following tables:
Consolidated Group
2024
$'m
2023
$'m
Change
%
Reported AUD
Revenue
710.4
653.4
9
Total revenue and other income
716.9
660.1
9
Underlying EBITDA
201.7
167.1
21
Underlying EBITDA as % of Revenue
28.4%
25.6%
Underlying profit before income tax
156.7
124.8
26
Group financial position
The Group continues to maintain a strong financial position, with net current assets and total equity of $1,190,692,000.
At 30 June 2024, the Group had no interest-bearing liabilities (2023: nil), excluding lease liabilities.
Australia and New Zealand
2024
$'m
2023
$'m
Change
%
Reported AUD
Revenue
168.8
157.8
7
Total revenue and other income
169.3
160.1
6
Underlying EBITDA
44.9
42.4
6
Underlying EBITDA as % of Revenue
26.6%
26.9%
Underlying profit before income tax
15.2
15.0
1
Compared to the prior year, total revenue and other income increased by 6% to $169,300,000 in ANZ, resulting in underlying
EBITDA of $44,900,000 (FY23: $42,400,000). Strong domestic business travel demand continued throughout the period,
with spending by clients considered fully recovered from pre-Covid time.
Service levels and productivity in ANZ leading into 1H24 were impacted by the resources required to be redeployed in order
to win and prepare for the implementation of the new Whole of Australia Government framework, which commenced in
early February 2024. This led to slow revenue growth in 1H, and a slight decline in EBITDA versus the prior corresponding
period. With the successful implementation of the new Government framework in February 2024, including the roll-out
26
Continued
Directors' Report
of Sleep Space, combined with technology driven productivity gains, revenue growth in 2H24 has accelerated (up 11% vs the
prior comparative period), with incremental conversion to EBITDA. EBITDA margin in 2H24 for ANZ was 30%, up from 24%
in the prior comparative period.
With integration completed, and service levels in ANZ have returned, customer wins are accelerating, and the business is
observing a trend of previously lost customers returning to CTM. Management in the region is focused on winning business
and improving revenue yield and EBITDA margins, through leveraging technology and automation. Top line growth
combined with improving EBITDA margins, places ANZ to deliver strong profit growth in the future years.
North America
2024
$'m
2023
$'m
Change
%
Reported AUD
Revenue
309.6
302.5
2
Total revenue and other income
311.5
303.7
3
Underlying EBITDA
59.7
44.8
33
Underlying EBITDA as % of Revenue
19.3%
14.8%
Underlying profit before income tax
40.8
28.2
45
Compared to the prior year, total revenue and other income increased by 3% to $311,500,000 in North America. This resulted
in underlying EBITDA of $59,700,000 (FY23: $44,800,000), an increase of 33% compared to the prior comparative period.
During FY24, revenue and other income growth was slower than expected at approximately 3% versus the prior
comparative period, as a result of changes to supplier revenue structure which negatively impacted revenue. These
impacts have been resolved during 2H24, with the FY24 4Q exit run-rate reflecting the market growth rates and customer
wins in the region. Despite the lagging revenue growth in FY24, EBITDA increased by 33% to $59,700,000. The dramatic
improvement to the revenue margin reflects the commitment to cost efficiency, mostly driven by technology driven
productivity gains.
The Management structure in North America has been redesigned throughout FY24, and is set up to deliver faster results
and a step up in profitability going forward. The region has focused on three main areas as follows:
—
faster on-boarding of accounts;
—
re-focus on winning and retaining accounts with higher profitability; and
—
automation execution.
The business saw the benefits of this strategy in 2H, which accelerated in the 4Q, with 4Q24 transactions up 21% on 4Q23,
and 4Q EBITDA was up 46% compared to the prior comparative period, showing strong momentum into FY25.
Asia
2024
$'m
2023
$'m
Change
%
Reported AUD
Revenue
63.7
50.5
26
Total revenue and other income
64.1
51.6
24
Underlying EBITDA
17.9
13.9
29
Underlying EBITDA as % of Revenue
28.1%
27.5%
Underlying profit before income tax
12.5
9.0
38
Total revenue and other income for the period increased by 24% to $64,100,000, resulting in underlying EBITDA of
$17,900,000 (FY23: $13,900,000).
This reflects the strong growth in the corporate segment in Asia. This growth has accelerated and is providing an offset
for the lagging recovery in China wholesale volumes, which continue to face headwinds as a result of slow airline capacity
recovery. A large part of the growth in corporate activity relates to countries excluding China, which now represent 31% of
Asia’s revenues, compared to 11% in FY19. This trend in revenue diversification, is a result of a focus on growing market share
outside of China, particularly in Singapore over the last few years.
Ticket prices, that were unsustainably high last year and leading into FY24, declined sharply in 2H24, falling approximately
21% on average. Whilst this decline has a negative impact on override income for CTM Asia in the near-term, this change is
an overall positive for customers and helping corporate travel return to more historically normal levels.
27
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
The Asia region is set up for strong, sustainable growth in the corporate segment, with the wholesale recovery being
an added growth driver for the region. Investment in productivity improvements are being made and will continue to
support strong conversion of any incremental revenue growth to EBITDA, as evidenced by the 24% revenue growth in FY24,
translating to a 30% increase in EBITDA.
Europe
2024
$'m
2023
$'m
Change
%
Reported AUD
Revenue
168.3
142.6
18
Total revenue and other income
169.3
143.0
18
Underlying EBITDA
97.7
84.1
16
Underlying EBITDA as % of Revenue
58.1%
59.0%
Underlying profit before income tax
91.7
83.7
10
Total revenue and other income increased by 18% to $169,300,000 in Europe, resulting in underlying EBITDA of $97,700,000
(FY23: $84,100,000).
Europe has delivered a record financial result in FY24, with revenue growth of 18% converting to EBITDA growth of 16%
versus FY23. This result was enhanced by one-off project work, however these projects contributed less activity than
originally forecast, and tapered off rapidly in 2H24. CTM has been very proud to accommodate displaced persons fleeing
conflict in Ukraine and Afghanistan for a number of years. CTM is pleased that 90% of these families are now settled in
long-term accommodation, therefore, no longer require interim accommodation services.
As a result, both revenue and profit in Europe are expected to decline in FY25. Whilst, both FY23 and FY24 benefited from
one-off projects, their contribution has masked strong growth in activity and the financial performance of the underlying
business compared to pre-Covid. Growth in BAU activity both in relation to the UK Government and corporate since FY19,
has been driven by customer wins. The continued strong EBITDA margins is a result of high online penetration of CTM
technology in the region.
Looking forward, we expect FY25 to be a reset year, back to BAU activity in Europe. The business’ focus will continue to be
on driving organic growth, developing our people, and leveraging technology to improve productivity.
Dividends
The Board determined to pay a final dividend of 12.0 cents per share, in line with its Dividend Policy to pay out 50% of NPAT
attributable to the owners of the Company in dividends over time.
2024
2023
Earnings per share for profit/(loss) from continuing operations attributable to the ordinary equity holders of the Company
Basic EPS (cents per share)
57.9
53.1
Diluted EPS (cents per share)
57.9
52.9
28
Continued
Directors' Report
Strategy and future performance
The Group's operating model is focused on the corporate
travel market and our client value proposition combines
personalised service excellence with market-leading
technology. In the current period.
The Group continued to focus on its key strategic
drivers being:
—
expanding our global operations, driving organic
growth through operational excellence and leveraging
our technology platforms;
—
retaining 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.
In the financial year ending 30 June 2024, the Group
executed these strategic drivers. Key projects were
executed that will deliver strong revenue and efficiency
gains, improving both CTM’s financial performance, and
customer service. Examples of these initiatives are project
Atlas and Sleep Space.
The Group intends to pursue the opportunity to
sustainably expand our global operations, drive organic
growth and leverage our technology platforms.
Additionally, the Group seeks merger and acquisition
opportunities that add scale in niche travel sectors
or which complement our existing business and/or
geographic footprint.
Material business risks
The potential material business risks that could adversely
affect the achievement of the Group’s business strategies
and financial prospects in future years are described
below. This section does not purport to list every risk that
may be associated with the Group’s business now or in
the future. There is no guarantee or assurance that the
importance of these risks will not change, or other risks
emerge. While the Group aims to manage risks in order to
minimise adverse impacts on its financial and reputational
standing, some risks are outside the control of the Group.
Travel industry disruption
The Group’s financial prospects are dependent on the
strength of the travel industry generally. A decline in the
domestic and/or international travel industry, whether as
a result of a particular event (such as war, terrorism, health
epidemic/pandemic or a natural disaster), economic
conditions (such as a decrease in business demand),
geopolitical conditions or any other factors, will likely
have a material adverse effect on the Group’s business,
financial condition, and operations.
The 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 and geo-political 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.
29
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
Supplier risk
The Group’s business model and financial prospects
and operations are reliant on mutually beneficial
contractual arrangements with a number of third-party
suppliers, including airlines, rail travel providers and global
distribution system providers. The Group cannot be
certain that contracts with third-party suppliers will be
renewed or the terms on which they may be renewed.
If contracts are not renewed or are renewed on terms 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 from suppliers
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 different 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.
In mitigation of 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.
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 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 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.
30
Continued
Directors' Report
Cybersecurity and data protection
The protection of client, employee, third party and
company data is critical to the Group’s operations.
The Group has access to a significant amount of client,
employee and third party information, including through
its database of clients. There is a risk of failure in the
Group’s operations or material financial loss as a result
of 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 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
liability 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.
If the Group does not adequately respond to competitive
forces, this may have an adverse effect on 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.
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 may cause a change in the sources
of the Group’s earnings and result in variability of earnings
over time. There is a risk that 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 note 25 'Impairment testing of goodwill'.
31
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
Litigation risk
While the Group is not currently engaged in any
material litigation or disputes, it remains exposed to
possible litigation and dispute risks, and this risk may
be heightened having regard to the current volatility in
global economic markets. A member of the Group may
be subject to litigation in the course of its business, in the
jurisdiction 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.
Significant changes in the state of affairs
There were no significant changes in the state of affairs
of the Group during the financial year.
Events since the end of the financial year
No matter or circumstance has arisen since 30 June 2024
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 FY24.
The Group is well-positioned to grow organically in FY25.
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.
32
FY24 Sustainability
Report
Continued
Directors' 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
Independent Non‑Executive Director – Chairman
since March 2019
Experience and expertise:
Ewen Crouch was a Partner at Allens from 1988 - 2013.
He served as a member of the firm’s board for 11 years,
including 4 years as Chairman of Partners. His other roles
at Allens included Co-Head Mergers & Acquisitions and
Equity Capital Markets from 2004 - 2010, Executive Partner
- Asian Offices from 1999 - 2004, and Deputy Managing
Partner from 1993 - 1996. He was a Director of Mission
Australia from 1995, including as Chairman from 2009,
until retiring in November 2016.
Mr Crouch is a Non-Executive Director of BlueScope
Steel Limited (since March 2013) and Chairman and
Non-Executive Director of AnteoTech Limited
(since April 2022). He is Chairman and Non-Executive
Director of RSL LifeCare Limited (since October 2022)
and a Director of Jawun (since September 2015). He is a
Fellow of the Australian Institute of Company Directors
and 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 Limited (since October 2022)
Former directorships (last 3 years):
Nil
Special responsibilities:
Chair of the Board
Chair of Nomination Committee
Audit and Risk Committee member
Remuneration and Sustainability Committee member
Interests in shares:
17,500 Ordinary shares in
Corporate Travel Management Limited
Mr Jamie Pherous BCom
Executive Director, Managing Director
since May 2008
Experience and expertise:
Jamie Pherous founded Corporate Travel Management
in 1994. He has built the Group from its headquarters
in Brisbane to become one of the world’s largest travel
management companies.
Prior to establishing CTM, Jamie 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:
17,287,500 Ordinary shares in
Corporate Travel Management Limited
33
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
Mrs Sophia (Sophie) Mitchell B.Econ, GAICD
Independent Non‑Executive Director
since September 2019
Experience and expertise:
Sophie Mitchell has over 30 years of corporate advisory,
capital markets and equity research experience. She
retired from Morgans in June 2019 after over a decade
as an Executive Director in Morgans' Corporate and,
prior to this, she was Morgans' Head of Research.
Sophie is a Non-Executive Director of Morgans Holdings
(Australia) Limited, Firstmac Limited, Myer Family
Investments Limited, and Tourism Holdings Limited. 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):
Apollo Tourism and Leisure Ltd (September 2016 -
December 2022)
HealthcareLogic Global Limited (April 2022 - July 2023)
Special responsibilities:
Chair of the Remuneration and Sustainability Committee
Audit and Risk Committee member
Nomination Committee member
Interests in shares:
30,826 Ordinary shares in
Corporate Travel Management Limited
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 Non-Executive Director Chairman-elect
of Infomedia Limited. He is also a Non-Executive Director
of Raiz Invest Limited. 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:
Raiz Invest Limited (since November 2023)
Infomedia Limited (since July 2024)
Former directorships (last 3 years):
Mobilicom Limited (September 2018 - October 2023)
Special responsibilities:
Chair of the Audit and Risk Committee
Remuneration and Sustainability Committee member
Nomination Committee member
Interests in shares:
4,500 Ordinary shares in
Corporate Travel Management Limited
34
Continued
Directors' Report
Mrs 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, and currently serves on the Board of US Based
company Employee Owned Brands. 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 (US-Based NYSE) (August 2008 - April 2022)
Special responsibilities:
Audit and Risk Committee member
Remuneration and Sustainability Committee member
Nomination Committee member
Interests in shares:
10,000 Ordinary shares in
Corporate Travel Management Limited
Company Secretary
Miss Shelley Sorrenson LLB, BJUS, LLM,
MAICD
Shelley Sorrenson joined CTM in November 2021 as Global
Chief Legal Officer and Company Secretary. Shelley is a
pragmatic and commercially driven corporate legal and
governance practitioner with over 15 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.
35
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
Meetings of Directors
The number of meetings of CTM's Board of Directors ('the Board') held during the year ended 30 June 2024,
and the number of meetings attended by each Director were:
Board
A
Board
B
Mr Ewen Crouch AM
9
9
Mrs Sophie Mitchell
9
9
Mr Jon Brett
9
9
Mrs Marissa Peterson
9
9
Mr Jamie Pherous
9
9
Ms Laura Ruffles1
6
6
1
Ms Laura Ruffles ceased to be Executive Director on 12 March 2024.
Director
Audit
and Risk
Committee
A
Audit
and Risk
Committee
B
Remuneration
and
Sustainability
Committee
A
Remuneration
and
Sustainability
Committee
B
Nomination
Committee
A
Nomination
Committee
B
Mr Ewen Crouch AM
4
4
5
5
4
4
Mrs Sophie Mitchell
4
4
5
5
4
4
Mr Jon Brett
4
4
5
5
4
4
Mrs Marrisa Peterson
4
4
5
5
4
4
Mr Jamie Pherous
NM
NM
NM
NM
NM
NM
Ms Laura Ruffles1
NM
NM
NM
NM
NM
NM
1
Ms Laura Ruffles ceased to be Executive Director on 12 March 2024.
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 at https://investor.travelctm.com.au/corporate-governance
36
FY24 Corporate
Governance
Directors' Report
Remuneration
Report
Introduction
This report sets out the remuneration arrangements of the Company for the year ended 30 June 2024, 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
Page
Letter from the Chair of the Remuneration and Sustainability Committee and remuneration highlights
38
Persons covered by this report
39
Overview of Executive Remuneration Strategy and Framework
40
CTM’s performance and link to remuneration outcomes
41
Detailed overview of Executive Remuneration Framework
44
Overview of Non-Executive Director remuneration
47
Remuneration governance and employment contracts
48
Other statutory disclosures
50
37
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
Letter from the Chair of the Remuneration and 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 2024.
Throughout the year, significant efforts have been
dedicated to enhancing our governance framework
for remuneration structures, including conducting
comprehensive organisation-wide benchmarking of
remuneration across all roles to ensure alignment with
our strategic objectives and shareholder interests.
Comparative data from ASX industry peers in addition to
regional market benchmarking has been instrumental in
informing our remuneration decisions for FY25.
We maintain a strong commitment to rigorously
evaluating executive performance and have enhanced
transparency in setting and assessing financial targets,
strategic milestones, and individual non-financial goals.
These measures underscore our ongoing dedication
to aligning remuneration practices with performance
and shareholder value, reflecting our commitment to
responsible corporate governance.
Performance Related to Remuneration Outcomes
Key Management Personnel (KMP) performance for
FY24 has been evaluated against agreed Key Performance
Indicators (KPIs). Our Short-Term Incentive (STI) plan
includes accountability for financial profit attainment,
specifically against an underlying EBITDA profit gateway,
regional financial performance outcomes, and non-
financial targets aligned with our strategic objectives.
Individual KMP performance is assessed with a balanced
approach, comprising 50% financial (regional or global
EBITDA) and 50% non-financial targets. In FY24, regrettably,
with a FY24 underlying EBITDA of $201.7 million, this
resulted in a 0% modifier to the STI opportunity due to
the overall FY24 STI Global Profit Gateway not being met.
Consequently, FY24 STI payments for KMP will not be
made, reaffirming our commitment to accountability
and transparency in our remuneration practices
Long-Term Incentive Plan
Share Appreciation Rights (SARs) granted under CTM’s
Long Term Incentive (LTI) plan in July 2021, due to vest in
August 2024 (vesting date), lapsed. While the EPS growth
target was met, the Volume-Weighted Average Price
(VWAP) of CTM’s shares in the five trading days prior
to 30 June 2024 did not meet the required threshold,
resulting in this tranche lapsing without vesting. While
this was a disappointing result, we have maintained
our commitment to aligning executive incentives with
sustainable growth and shareholder value through our
incentive structures.
Non-Executive Director Fees
A review of Non-Executive Director remuneration
determined an increase of 3.5%, including superannuation,
that became effective on 1 September 2023 in line with
broader Group remuneration increases.
Executive Leadership Development
Recognising the pivotal role of strong executive leadership
in our future growth and success, we invested in the
development of our executive team during FY24. This
investment aims to foster a culture of continuous learning
and development among our senior management team,
ensuring sustained value-creation for our stakeholders.
Changes to the Remuneration Framework in FY25
In FY25, the executive remuneration framework has
greater consistency of KMP remuneration with all
KMP remuneration moving to a more aligned pay
mix (Base : STI : LTI), in line with these benchmarks.
All KMP, including the MD, will have an STI target set at
50% of their Base Pay. Performance targets for the STI
program will encompass both ‘on target’ and ‘stretch’
EBITDA levels for FY25, ensuring alignment with our
strategic goals and financial performance expectations.
Remuneration and annual adjustments to Base Pay are
made based on role expectations, external benchmarking
data from ASX peers and regional market benchmarking.
It also considers alignment with KMP accountability, KPIs
and shareholder interests.
There are changes to the variable remuneration
components for Executive KMP. Firstly, regional and group
EBITDA thresholds replace the global gateway for the STI.
Secondly, a share outperformance incentive for Executive
KMPs has been introduced where EBITDA growth rate
exceeds the hurdle in the Executive KMP LTI. Finally, the
share price gateway is being changed to be determined
based on the VWAP over the first 5 business days in
September and the introduction of a vesting price
hurdle in excess of the VWAP.
The comprehensive remuneration review in FY24
encompassed benchmarking of total rewards not only for
KMP but also for all employees within CTM, demonstrating
our commitment to fair and competitive remuneration
practices across the organisation.
On behalf of the Committee, I extend sincere thanks for
your continued support of CTM.
Yours sincerely,
Sophie Mitchell
Remuneration and Sustainability Committee Chair
21 August 2024
38
Directors' Report
Remuneration Report (Continued)
Persons covered by this report
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 CEO ANZ, Asia and
Europe), Global CFO, Acting Global CFO, Global COO, CEO - North America, CEO - Europe, CEO - Asia and CEO - Australia
and New Zealand (ANZ).
Details of the KMP are provided in the table below:
Name
Position
Term
Non‑Executive
Directors
Ewen Crouch AM
Chairman, Non‑Executive Director
Full year
Jon Brett
Non‑Executive Director
Full year
Marissa Peterson
Non‑Executive Director
Full year
Sophie Mitchell
Non‑Executive Director
Full year
Executive
Directors
Jamie Pherous
Managing Director
Full year
Laura Ruffles1
CEO ANZ, Asia and Europe
Part year, until 12 March 2024
Other Key
Management
Personnel
Cale Bennett2
Global CFO
Part year, until 28 July 2023
Kevin O'Malley3
CEO ‑ North America
Full year
Larry Lo
CEO ‑ Asia
Full year
Debbie Carling
CEO ‑ Europe
Full year
Greg McCarthy
CEO ‑ ANZ
Full year
James Patterson4
Acting Global CFO
Part year, appointed on 28 July 2023 until
27 May 2024
James Spence5
Global CFO
Part year, appointed on 27 May 2024
Eleanor Noonan6
Global COO
Full year
1
Laura Ruffles ceased to be an Executive Director and KMP on 12 March 2024.
2
Cale Bennett ceased to be KMP on 28 July 2023.
3
Kevin O'Malley will cease to be KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25.
4
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
5
James Spence was appointed Global CFO on 27 May 2024.
6
Eleanor Noonan was appointed Global COO on 1 July 2023.
39
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
Overview of Executive Remuneration Strategy and Framework
Our vision
Our mission
Customer value proposition
Our strategic
priorities for FY24
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:
—
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
—
focus on organic growth
—
increase customer
engagement
—
continue technology
investment
—
elevate service through
continuous process
improvement, including
automation and AI
—
invest in employee
engagement
—
invest in leadership
development
Simple and Transparent:
clear goals and expectations
that can be easily
understood by internal
and external stakeholders.
Attract, motivate
and retain high-calibre
team members.
Align remuneration
design with
shareholders.
Incentivise and reward
team members for the
achievement of strategic
objectives designed to
deliver sustained growth
in shareholder wealth.
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
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
Award vehicle
Base salary and superannuation
Cash, target set at 50% of base pay1
Performance Rights
Performance
/ vesting
periods
Reviewed annually in line with
external benchmarking, and
commensurate with role
One year
Three years
Performance
measures
Balanced scorecard comprised
of underlying EBITDA (50%) and
other strategic non-financial
measures (50%)
—
Share price gateway
—
Underlying EBITDA measure
1
Executive KMP remuneration may include short-term cash rewards relating to specific strategic project execution and outcomes.
40
Directors' Report
Remuneration Report (Continued)
CTM’s performance and link to remuneration outcomes
Outline of CTM’s FY24 performance
The remuneration outcomes of our Executive KMP are aligned to CTM's overall performance.
The graphs and tables below outline the Group’s financial performance highlights in recent years.
Revenue and other income ($m)
FY24
717
FY23
660
FY22
389
FY21
201
FY20
350
FY19
449
Underlying EBITDA ($m)
FY24
202
FY23
167
FY22
60
FY21
(8)
FY20
74
FY19
150
The table below outlines the performance of the Group and shareholder returns over the last six financial years.
FY24
FY23
FY22
FY21
FY20
FY19
Net profit/(loss) ($’000)
86,385
78,770
3,101
(55,351)
(8,185)
86,235
Basic earnings per share (cents)
57.9
53.1
2.2
(43.0)
(7.5)
79.6
Dividends paid ($’000)
57,033
16,096
‑
‑
23,953
42,263
Share price at 30 June ($)
13.26
17.89
18.52
21.49
9.41
21.86
Underlying EBITDA ($’000)
201,725
167,062
59,805
(7,249)
74,399
150,090
Total Executive KMP STI as
percentage of net profit/(loss) (%)
0.0
2.5
55.7
0.0
0.0
1.6
41
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
FY24 incentive outcomes
STI
Company and individual KMP scorecard performance and FY24 outcomes
The STI opportunity that is awarded to Executive KMP is determined as follows:
Regional CEOs and CEO ANZ, Asia and Europe
Individual STI
opportunity
(FAR1 x %STI
opportunity)
CTM Underlying
EBITDA
Profit Gateway
(EBITDA%)
50% Regional Profit
50% Non
Financial Goals
STI Award
for FY24
x
x
=
MD, Global CFO and Global COO
Individual STI
opportunity
(FAR1 x %STI
opportunity)
50% Financial
CTM Underlying
EBITDA
Profit Gateway
(EBITDA%)
50% Non
Financial Goals
STI Award
for FY24
x
+
=
1
Fixed Annual Remuneration (FAR).
The following table outlines the typical factors that make up how total STI awards are determined, noting that KPIs
and weightings among all four pillars are different for each Executive KMP, according to their annual operating plan.
CTM’s financial performance against its underlying EBITDA target and the Executive KMP’s performance against their
individual scorecard is assessed.
Non-financial measures include a mix of KPIs across a number of priority areas grouped under People, Client and Product,
Process and Innovation, further detailed in the table below:
Weighting
Strategic
Objective Pillar
Typical KPI Focus
50%
Financial
CTM Global
Profit Gateway
Regional Profit
Performance
Financial Pillar Purpose: to ensure CTM’s strategy, implementation, and execution contribute to
bottom-line improvement.
Measurement: CTM’s financial performance is measured by its underlying EBITDA target and the
Executive KMP’s performance against their individual scorecard.
Outcome: CTM achieves sustainable profit growth and delivers shareholder value.
50% Non-
financial
People
People Pillar Purpose: to ensure we invest in our people so they can continuously improve, innovate
and change in alignment with market and client demands and opportunities, in order to deliver
long-term success.
Measurement: Typical KPIs might include employee engagement, leadership, and collaboration.
Outcome: CTM attracts, retains, develops and rewards our people.
Client
Client Pillar Purpose: to focus upon on identifying and measuring the value delivered to customers,
which is crucial for achieving financial success and sustainable growth.
Measurement: Typical KPIs might include new client wins, customer retention, and customer
satisfaction (NPS).
Outcome: CTM wins, retains and grows customers.
Product,
Process and
Innovation
Product, Process and Innovation Pillar Purpose: to measure achievement of critical internal products,
operations, projects and processes CTM must deliver to meet its customer and financial objectives.
Measurement: Typical KPIs might include CTM’s measurement of cost per transaction, delivery of
operating plans, and execution of key projects and initiatives.
Outcome: CTM delivers, improves and innovates our products, projects and processes.
42
Directors' Report
Remuneration Report (Continued)
Performance against Company performance modifier
Group underlying EBITDA performance for the year of $201.7 million resulted in a 0% modifier score of to the Group
maximum STI opportunity for FY24.
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 in line with strategic pillars. The table below provides an overview of how
each individual Executive KMP performed against their individual scorecard in FY24.
Financial
measures
(50%)
Non‑financial measures1
(50%)
EBITDA
Gateway
People
Client
PPI2
Jamie Pherous
Managing Director
James Patterson
Acting Global CFO
Eleanor Noonan
Global COO
Kevin O'Malley
CEO – North America
Laura Ruffles
CEO ANZ, Asia and Europe
Debbie Carling
CEO – Europe
Larry Lo
CEO – Asia
Greg McCarthy
CEO – ANZ
90-100%
80-89%
70-79%
60-69%
50-59%
<50%
1
Non‑financial weightings differ for each KMP.
2
Product, process and innovation.
Following the assessment of the Executive KMP against their KPI, STI awarded to KMPs are summarised in the table below:
Name
FY24 STI
as % of
Base Salary
Maximum
STI Potential
(FY24)
$
FY24
Awarded
%
FY24
Forfeited
%
FY23 STI
as % of
Base Salary
Maximum
STI Potential
(FY23)
$
FY23
Awarded
%
FY23
Forfeited
%
Jamie Pherous
100
675,000
-
100
100
650,000
59.5
40.5
Laura Ruffles2, 3
100
1,000,000
-
100
100
875,000
62.3
37.7
Cale Bennett
n/a
n/a
n/a
n/a
50
300,000
59.5
40.5
James Patterson2
50
175,000
-
100
-
-
-
-
James Spence1, 2
n/a
n/a
n/a
n/a
-
-
-
-
Eleanor Noonan
50
300,000
-
100
-
-
-
-
Kevin O'Malley1, 4
100
-
-
-
100
893,000
55.3
44.7
Larry Lo1
50
323,022
-
100
43
266,018
64.6
35.4
Debbie Carling1
53
329,195
-
100
58
329,195
60.4
39.6
Greg McCarthy5
50
225,000
-
100
12
50,000
56.0
44.0
1
Maximum STI potential is determined in local currency and converted at average exchange rates.
2
Maximum STI potential for FY24.
3
Maximum STI potential for FY24 was reduced to $750,000 from 12 March 2024.
4
Kevin O'Malley provided resignation notice on 30 April 2024, with effective date 1 September 2024. Consequently, he was removed from the FY24 STI pool due
to him serving a notice period, in line with STI Program rules.
5
FY23 STI adjusted for earn-out of the SCT Travel Group Pty Ltd acquisition.
43
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
LTI
LTI FY21 Tranche (lapsed subsequent to 30 June 2024)
SARs granted as a part of CTM’s LTI plan in July 2021 were due to vest in August 2024 (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 2024 had to be higher than $21.19 (the base price). The VWAP was $13.52, and therefore the vesting conditions were
not met and this tranche lapsed without vesting.
FY24 Executive KMP remuneration received
The table below provides actual amounts received by the Executive KMP for FY24. 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 pages 50-51,
which represents remuneration in accordance with accounting standards (i.e. on an accruals basis).
Executive KMP
Total FAR1
$
Other
benefits2
$
FY23 STI3
$
Vested SARs4
$
Total
$
Jamie Pherous
701,601
5,860
386,750
-
1,094,211
Laura Ruffles5
667,681
7,766
545,125
-
1,220,572
Cale Bennett5
38,694
1,452
178,500
-
218,646
James Patterson5
298,500
7,058
38,500
-
344,058
James Spence5
66,208
-
-
-
66,208
Eleanor Noonan
592,851
7,901
52,500
-
653,252
Greg McCarthy
573,608
-
28,000
-
601,608
Debbie Carling
708,256
5,160
198,660
-
912,076
Kevin O'Malley
1,049,198
51,477
493,920
-
1,594,595
Larry Lo
652,228
-
171,864
-
824,092
1
Comprises base salary, leave, superannuation, and pension.
2
Comprises cost to the Group of providing parking, health, and communication benefits.
3
STI paid during the financial year. For example, the amount disclosed for FY24 reflects the FY23 STI paid in September 2023 following the release of the FY23
results of the Group.
4
Intrinsic value of LTI that vested during the financial year was nil.
5
Remuneration is pro-rata for the period served as KMP during FY24.
Detailed overview of Executive Remuneration Framework
Fixed Annual Remuneration
Fixed annual remuneration (FAR) comprises base salary, leave, superannuation and pension. 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 to ensure alignment with external benchmarking.
External benchmarking to a Bespoke Peer Group’ and ‘ASX Peer Group’ is used to inform market median remuneration
for fixed and variable rewards. The ‘Bespoke Peer Group’ included 29 listed companies of comparable size (market
capitalisation and revenue) and from similar/aligned industries to CTM (hotel, restaurants and leisure industry). The ‘ASX
Peer Group’, which included companies within the S&P/ASX 200 Index ranked 51 to 200 as at the end of August 2023
that are headquartered in Australia was also considered. It included companies in the following GICS sectors: Consumer
Discretionary, Communications, Industrials and Information Technology. Against both peer groups, CTM is positioned at
the median from a market capitalisation perspective and at the 25th percentile from Total Revenue perspective.
44
Directors' Report
Remuneration Report (Continued)
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.
3.
Performance
measures
Company performance modifier
Underlying EBITDA is a key external and internal measure that reflects CTM’s focus on operational
earnings performance and has been set as the key financial measure for the Group scorecard. In FY24,
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.
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/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 (PPI) – measures CTM’s ability to develop, deploy
and enhance our tools and processes.
4.
Award opportunity
Each individual’s incentive opportunity is determined annually, and target set at 50% of FAR.
The opportunity for each eligible Executive is determined at the beginning of each financial
year in line with external benchmarking with ASX peers.
5.
Performance period
One financial year
6.
Award vehicle
Cash
7.
Malus and clawback
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.
8.
Treatment on cessation
of employment
Employee must remain employed and not serving a notice period at the time the STI payment is made
(typically by 30 September following the end of the 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 FY25
A target set at 50% of Base Pay for the STI opportunity will be introduced in FY25 for all KMPs. Where
Executive KMP exceed STI targets, payment will be capped at 60% of base pay.
Regional and group EBITDA thresholds replace the global gateway.
External benchmarking to ASX Peer Group's and regional markets is used to inform market median
remuneration for fixed and variable rewards.
In addition to the STI offered to the Executive KMPs each year, they may receive an additional cash reward relating to
specific strategic project execution and outcomes. Recommendations for such payments are considered by the Directors
based on a recommendation from the Managing Director and must reflect outstanding performance and be a modest
percentage of fixed remuneration. Any such reward, would be one-off in nature and not built into the annual remuneration
opportunity for Executive KMPs.
45
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
LTI
Term
Detail
1.
Eligibility
Senior leaders who have a significant potential impact on share price and long-term value creation,
including all KMP. The MD will be eligible for LTIs from FY25.
2.
Award opportunity
The value of the Performance Rights issued each year to an eligible Executive KMP will typically be
set between 50-100% of FAR. The opportunity for each eligible Executive KMP is determined at the
beginning of each financial year in line with external benchmarking with ASX peers.
3.
Award vehicle
Performance Rights, where each Performance Right entitles the eligible Executive KMP 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.
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).
11.
Governance
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.
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 FY25
The MD will have an FY25 LTI offer. The MD did not participate in this program in prior years, despite being
an eligible recipient. The share price gateway is being changed to be determined based on the VWAP over
the first 5 business days in September and the introduction of a vesting price hurdle in excess of the VWAP.
A share outperformance incentive for Executive KMPs has been introduced where EBITDA growth rate
exceeds the hurdle in the Executive KMP LTI.
As included in the 2022 Annual Report, after the FY22 review of the Long-Term Incentive program, the Board made
changes to the program to ensure the continued appropriateness for all stakeholders. From FY23 onwards, eligible senior
leaders have been LTIs, which results in both Share Appreciation Rights and Performance Rights on foot during FY24.
Both LTI programs have different performance measures including EPS and a share price gateway for Share Appreciation
Rights and an underlying EBITDA target and a share price gateway for Performance Rights. Additional details on Share
Appreciation Rights and Performance Rights are included in this financial report in note 29 'Share-based payments'.
46
Directors' Report
Remuneration Report (Continued)
Overview of Non-Executive Director remuneration
Following the external remuneration benchmarking review of the Non-Executive Director fee structure and arrangements,
it was determined that in line with ASX market practice that a member fee would be introduced to both the Audit and Risk
Committee and Remuneration and Sustainability Committee. CTM will continue to maintain no fees for the Nomination
Committee Chair or Nomination Committee members. Non-Executive Directors will continue to receive a base fee for
Board and Board Committee membership and, where applicable, an additional fee from chairing a Board Committee
in recognition of the higher workload and extra responsibilities. The Chairman will continue to receive an all-inclusive fee
as Chairman of the Board and as a member of all Board Committees (including as Chair of the Nomination Committee).
Board fees are not paid to Executive Directors. Executive KMP do not receive fees for directorships of any subsidiaries.
FY25 Fee Changes
Following the external remuneration benchmarking review of the Non-Executive Director fee structure and arrangements,
it was determined that effective 1 September 2024 the Non-Executive Director fees would be increased in a range from
8%-14%. The Board determined an inclusive fee payable in US dollars would continue to 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.
Fee
Chairman
$300,000
Committee Chair
$30,000
Audit and Risk Committee member
$15,000
Remuneration and Sustainability member
$15,000
Board member - Australian resident Directors
$130,000
Board member - US resident Director1
US$108,000
1
This assumes an average exchange rate of 1 AUD equals 0.675 USD and is equivalent to AUD $160,000. An adjustment may be made if the AUD strengthens
against the USD during the financial year.
In line with industry practice, 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 FY24 were $30,372. Non-Executive Directors are reimbursed for expenses properly incurred in
performing their duties as a Director of the Group. As part of the Non-Executive Director fee review for FY25, it has been
determined that effective 1 September 2024, the travel allowance will increase by 5% to $2,100.
Non-Executive Directors do not receive incentive payments, nor are they entitled to participate in any Group employee
equity plans. They do not receive non-monetary benefits and do not participate in any retirement benefits scheme, other
than statutory superannuation contributions, where applicable. This policy is consistent with Non-Executive Directors being
responsible for objective and independent oversight of the Group.
47
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
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.
Board
—
Reviews and approves remuneration outcomes, framework, strategy and policy.
—
Approves targets, goals or funding pools.
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
—
Consult with shareholders,
proxy advisors and other
relevant stakeholders
to provide input to the
remuneration framework.
Management
—
Recommendations on
remuneration outcomes
for Executive KMPs.
—
Annual performance
review for Executive KMP.
—
Implement remunerations
policies.
Remuneration advisors
—
Extend advisors to
provide independent
remuneration advice
and information.
48
Directors' Report
Remuneration Report (Continued)
Other information
Minimum Shareholding Guidelines for Non‑Executive Directors
To align the Non-Executive Directors’ interests with the interests of shareholders, the Board has established guidelines to
encourage Non-Executive Directors to acquire and hold shares within five years of their appointment, with a cost base of
or 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
are expected to acquire and hold shares within five years of their appointment, with a cost base of or value equal to 100% of
base salary (as appropriate and excluding superannuation). Direct and indirect holdings will count towards the minimum
shareholding target. It is expected that Executive KMP will 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 FY24.
Executive KMP
Contract duration
Notice period
by KMP
Notice period
by Group
Termination payment
Jamie Pherous
No fixed duration
6 months
6 months
Combination of notice and payment in lieu totalling
no less than 6 months
Laura Ruffles1
No fixed duration
6 months
6 months
Combination of notice and payment in lieu totalling
no less than 6 months
Cale Bennett2
No fixed duration
12 weeks
12 weeks
Combination of notice and payment in lieu totalling
no less than 12 weeks
James
Patterson3
No fixed duration
6 months
6 months
Combination of notice and payment in lieu totalling
no less than 6 months
James Spence
No fixed duration
6 months
6 months5
Combination of notice and payment in lieu totalling
no less than 12 weeks. Termination due to change of
control not less than 12 months.
Eleanor Noonan
No fixed duration
6 months
6 months
Combination of notice and payment in lieu totalling
no less than 6 months
Kevin O'Malley4
30 June 2026
6 months
Nil
Combination of notice and payment in lieu totalling
no less than 52 weeks
Larry Lo
No fixed duration
6 months
6 months
Combination of notice and payment in lieu totalling
no less than 6 months
Debbie Carling
No fixed duration
3 months
3 months
Combination of notice and payment in lieu totalling
no less than 3 months
Greg McCarthy
No fixed duration
12 weeks
12 weeks
Combination of notice and payment in lieu totalling
no less than 12 weeks
1
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
2
Cale Bennett ceased to be KMP on 28 July 2023.
3
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
4
Kevin O'Malley will cease to be KMP on 1 September 2024.
5
Termination by CTM due to change of control: 12 months.
49
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
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
$
STI1
$
Equity
incentive3
$
Total
$
Performance
related
%
Non‑Executive Directors
Ewen
Crouch
AM
FY24
238,899
‑
‑
25,532
‑
‑
264,431
‑
FY23
232,084
‑
-
23,641
‑
‑
255,725
‑
Sophie
Mitchell
FY24
146,173
‑
‑
15,419
‑
‑
161,592
‑
FY23
141,658
-
-
14,244
-
-
155,902
-
Jon Brett
FY24
146,173
‑
‑
15,419
‑
‑
161,592
‑
FY23
141,658
-
-
14,244
-
-
155,902
-
Marissa
Peterson4
FY24
174,888
‑
‑
‑
‑
‑
174,888
‑
FY23
104,927
-
-
-
-
-
104,927
-
Sub-Total
FY24
706,133
-
-
56,370
-
-
762,503
-
FY23
620,327
-
-
52,129
-
-
672,456
-
Executive Directors
Jamie
Pherous
FY24
643,286
5,860
30,916
27,399
‑
‑
707,461
‑
FY23
595,095
10,632
(948)
25,292
386,750
-
1,016,821
38
Laura
Ruffles5
FY24
656,479
7,766
(7,550)
18,752
‑
210,805
886,252
24
FY23
820,480
10,380
62,880
25,292
545,125
390,524
1,854,681
50
Sub-Total
FY24
1,299,765
13,626
23,366
46,151
-
210,805
1,593,713
-
FY23
1,415,575
21,012
61,932
50,584
931,875
390,524
2,871,502
-
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.
3
Equity-settled share-based payments as per Corporations Regulations 2001 2M.3.03(1) Item 11. These include negative amounts for rights forfeited.
4
Remuneration is determined in local currency and converted at average exchange rates.
5
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
50
Directors' Report
Remuneration Report (Continued)
Fixed Remuneration
Variable Remuneration
Name
Year
Cash Salary
and fees1
$
Non‑cash
benefits1
$
Leave2
$
Superannuation
$
STI1
$
Equity
incentive3
$
Total
$
Performance
related
%
Other Key Management Personnel
Cale
Bennett5
FY24
41,580
1,452
(7,460)
4,574
-
-
40,146
-
FY23
537,633
8,758
20,700
25,292
178,500
(385,222)
385,661
-
James
Patterson6
FY24
268,878
7,058
5,776
23,846
-
84,967
390,525
22
James
Spence7
FY24
64,280
-
-
1,928
-
-
66,208
-
Eleanor
Noonan8
FY24
566,872
7,901
(3,845)
29,824
-
83,504
684,256
12
FY23
-
-
-
-
-
-
-
-
Larry Lo10
FY24
658,716
-
(10,000)
3,512
-
186,901
839,129
22
FY23
617,192
-
(8,455)
3,411
171,864
198,237
982,249
38
Debbie
Carling10
FY24
624,355
5,160
67,607
16,294
-
186,901
900,317
21
FY23
503,856
4,160
(4,089)
15,161
198,660
198,237
915,985
43
Greg
McCarthy
FY24
515,210
-
29,555
28,843
-
186,901
760,509
25
FY23
397,210
-
12,365
25,292
28,000
198,237
661,104
34
Kevin
O'Malley9, 10
FY24
1,016,513
51,477
20,692
11,993
-
(6,558)
1,094,117
(1)
FY23
878,113
46,591
(17,137)
7,686
493,920
305,514
1,714,687
47
Sub-Total
FY24
3,756,404
73,048
102,325
120,814
-
722,616
4,775,207
-
FY23
2,934,004
59,509
3,384
76,842
1,070,944
515,003
4,659,686
-
Total
FY24
5,762,302
86,674
125,691
223,335
-
933,421
7,131,423
-
FY23
4,969,906
80,521
65,316
179,555
2,002,819
905,527
8,203,644
-
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.
3
Equity-settled share-based payments as per Corporations Regulations 2001 2M.3.03(1) Item 11. These include negative amounts for rights forfeited.
4
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
5
Cale Bennett ceased to be KMP on 28 July 2023.
6
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
7
James Spence was appointed Global CFO on 27 May 2024. As part of his remuneration package, he will receive sign-on shares and participate in CTM's Long
Term Incentive (LTI) plan as a KMP subject to CTM's plan rules and Board approval.
For the sign-on shares, James will be granted $1,000,000 worth of CTM shares (ASX: CTD) in FY25, based on the lower of $20 and the 5-day volume-weighted
average price (VWAP) up to and including 6 September 2024. These shares will vest in accordance with the following schedule:
–
25% vesting on 31 December 2024;
–
25% vesting on 31 December 2025;
–
25% vesting on 31 December 2026; and
–
25% vesting on 31 December 2027.
Additionally, James will receive an allocation of CTM shares under CTM's LTI plan rules in FY25. This allocation is based on the lower of $20 per share and the
VWAP used for other scheme participants for FY25. The fair value of these equity instruments will be measured at the grant date in accordance with AASB 2
Share-based Payment.
8
Eleanor Noonan was appointed Global COO on 1 July 2023.
9
Kevin O'Malley will cease to be KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25.
10
Remuneration is determined in local currency and converted at average exchange rates.
51
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration 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
Balance at
30 June 2023
Acquired
Received
on vesting
of rights
Disposed
Other
changes
during the
year
Balance at
30 June 2024
Non-Executive Directors
Ewen Crouch AM
14,100
3,400
-
-
-
17,500
Jon Brett
4,500
-
-
-
-
4,500
Sophie Mitchell
28,326
2,500
-
-
-
30,826
Marissa Peterson
10,000
-
-
-
-
10,000
Executive Directors
Jamie Pherous1
17,500,000
87,500
-
(300,000)
-
17,287,500
Laura Ruffles2
50,000
-
-
-
(50,000)
-
Other Key Management Personnel
Cale Bennett3
2,698
-
-
-
(2,698)
-
James Patterson4
-
-
-
-
-
-
James Spence5
-
-
-
-
-
-
Eleanor Noonan6
-
10,592
-
-
-
10,592
Kevin O'Malley
82,891
-
-
-
-
82,891
Larry Lo
139,412
-
-
-
-
139,412
Debbie Carling7
30,728
-
-
(30,728)
-
-
Greg McCarthy
120,262
-
-
(16,000)
-
104,262
Performance Rights
Balance as at
30 June 2023
Awarded
during
the year
Vested
during
the year
Lapsed /
forfeited
Other
changes
during
the year
Balance as at
30 June 2024
Executive Director
Laura Ruffles2
30,219
27,197
-
-
(57,416)
-
Other Key Management Personnel
James Patterson4
-
20,398
-
-
(20,398)
-
James Spence5
-
-
-
-
-
-
Eleanor Noonan6
-
20,398
-
-
8,000
28,398
Kevin O'Malley
30,219
27,197
-
-
-
57,416
Larry Lo
22,664
20,398
-
-
-
43,062
Debbie Carling
22,664
20,398
-
-
-
43,062
Greg McCarthy
22,664
20,398
-
-
-
43,062
1
Jamie Pherous did not receive consideration for the disposal of 300,000 ordinary shares by LJP2 Ltd. Jamie only holds an indirect interest through Pherous
Holdings Group Pty Ltd that has a charge over the assets of LJP2 Pty Ltd as security for a loan made to LJP2 Pty Ltd.
2
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
3
Cale Bennett ceased to be KMP on 28 July 2023, after the reporting date and before the date the FY23 annual report was authorised for issue.
4
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
5
James Spence was appointed Global CFO on 27 May 2024.
6
Eleanor Noonan was appointed Global COO on 1 July 2023.
7
Debbie Carling's opening balance of common equity has been restated. FY23 closing balance erroneously included 55,563 SARs which has been excluded
from the opening balance of FY24.
52
Directors' Report
Remuneration Report (Continued)
Share Appreciation Rights
Balance as at
30 June 2023
Awarded
during
the year
Vested
during
the year
Lapsed /
forfeited
Other
changes
during
the year
Balance as at
30 June 2024
Executive Directors
Laura Ruffles2
125,000
-
-
(62,500)
(62,500)
-
Other Key Management Personnel
James Patterson4
-
-
-
-
-
-
James Spence5
-
-
-
-
-
-
Eleanor Noonan6
-
-
-
-
-
-
Kevin O'Malley
125,000
-
-
(125,000)
-
-
Larry Lo
75,000
-
-
(37,500)
-
37,500
Debbie Carling
75,000
-
-
(37,500)
-
37,500
Greg McCarthy
75,000
-
-
(37,500)
-
37,500
1
Jamie Pherous did not receive consideration for the disposal of 300,000 ordinary shares by LJP2 Ltd. Jamie only holds an indirect interest through Pherous
Holdings Group Pty Ltd that has a charge over the assets of LJP2 Pty Ltd as security for a loan made to LJP2 Pty Ltd.
2
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
3
Cale Bennett ceased to be KMP on 28 July 2023, after the reporting date and before the date the FY23 annual report was authorised for issue.
4
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
5
James Spence was appointed Global CFO on 27 May 2024.
6
Eleanor Noonan was appointed Global COO on 1 July 2023.
53
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Directors' Report
Remuneration Report (Continued)
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 2024. Additionally, movements during the period are noted.
Executive Directors
Grant Date
Vesting date1
No. of
rights
granted
Value per
right at
grant date
No. of
rights
vested
during
the year
Vested
%
Forfeited/
Lapsed
%
Maximum
value yet
to vest
Laura Ruffles2
25 October 2023
August 2026
27,197
8.38
-
-
100
-
27 October 2022
August 2025
30,219
9.72
-
-
100
-
28 October 2021
August 2024
62,500
6.05
-
-
100
-
28 October 2021
August 2023
62,500
5.33
-
-
100
-
James Patterson3
25 October 2023
August 2026
20,398
8.38
-
-
100
-
Eleanor Noonan4
25 October 2023
August 2026
20,398
8.38
-
-
-
113,853
Kevin O'Malley5
25 October 2023
August 2026
27,197
8.38
-
-
-
151,802
27 July 2022
August 2025
30,219
9.89
-
-
-
99,531
1 July 2021
August 2024
62,500
4.39
-
-
100
-
1 July 2021
August 2023
62,500
3.66
-
-
100
-
Larry Lo
25 October 2023
August 2026
20,398
8.38
-
-
-
113,853
27 July 2022
August 2025
22,664
9.89
-
-
-
74,647
1 July 2021
August 2024
37,500
4.39
-
-
-
-
1 July 2021
August 2023
37,500
3.66
-
-
100
-
Debbie Carling
25 October 2023
August 2026
20,398
8.38
-
-
-
113,853
27 July 2022
August 2025
22,664
9.89
-
-
-
74,647
1 July 2021
August 2024
37,500
4.39
-
-
-
-
1 July 2021
August 2023
37,500
3.66
-
-
100
-
Greg McCarthy
25 October 2023
August 2026
20,398
8.38
-
-
-
113,853
27 July 2022
August 2025
22,664
9.89
-
-
-
74,647
1 July 2021
August 2024
37,500
4.39
-
-
-
-
1 July 2021
August 2023
37,500
3.66
-
-
100
-
1
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).
2
Laura Ruffles ceased to be Executive Director and KMP on 12 March 2024.
3
James Patterson was appointed Acting Global CFO on 28 July 2023 and ceased to be KMP on 27 May 2024.
4
Eleanor Noonan was appointed to Global COO on 1 July 2023.
5
Kevin O'Malley will cease to be a KMP on 1 September 2024. Anita Salvatore will be appointed CEO - North America on 1 September 2024 and will be KMP for FY25.
54
Directors' Report
Remuneration Report (Continued)
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 (FY23: nil).
Loans to KMP
There have been no loans granted to Non-Executive
Directors and Executive KMP of the Company or their
related entities (FY23: nil).
Other transactions and balances with KMP
Contingent consideration of $700,000 in relation to the
acquisition of SCT Travel Group Pty Ltd earned in FY23 was
paid to Greg McCarthy in FY24. This completes the earn-
out of the SCT Travel Group Pty Ltd, and Greg McCarthy’s
remuneration structure will now be aligned to all other
KMPs in FY25.
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 2024.
End of Remuneration Report
55
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Continued
Directors' Report
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 2024, no amounts have been paid pursuant to
indemnities (FY23: 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 (FY23: 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.
Non-Audit Services
PwC provided $261,205 of non-audit services during
the year ended 30 June 2024, comprising:
—
Tax compliance services - $140,652
—
Tax advisory services - $114,053
—
Other advisory services - $6,500
The Directors are satisfied that the provision of these
non-audit services is compatible with the general
standard of independence for auditors in accordance
with the Corporations Act 2001 (Cth). The nature, value
and scope of each type of non-audit service provided is
considered by the Directors not to have compromised
auditor independence.
Auditor's independence declaration
The Auditor’s Independence Declaration for the year
ended 30 June 2024 has been received from PwC.
This is set out on page 57 of the Directors’ Report.
Rounding of amounts
Amounts in the Directors’ Report are presented in
Australian dollars (unless otherwise indicated) with
values rounded to the nearest thousand dollars, or in
certain cases, the nearest dollar, in accordance with
the Australian Securities and Investments Commission
Corporations (Rounding in Financial/Directors’ Reports)
instrument 2016/191.
This Report is made in accordance with a resolution of the
Directors and is signed for and on behalf of the Board.
Ewen Crouch AM
Chairman
21 August 2024
Brisbane
Jamie Pherous
Managing Director
56
Auditor's Independence
Declaration
Auditor’s Independence Declaration
As lead auditor for the audit of Corporate Travel Management Limited for the year ended 30 June
2024, I declare that to the best of my knowledge and belief, there have been:
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Corporate Travel Management Limited and the entities it controlled
during the period.
Kim Challenor
Brisbane
Partner
PricewaterhouseCoopers
21 August 2024
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.
57
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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 9,
180 Ann Street,
Brisbane Queensland 4000
The financial statements were authorised for issue by the directors on 21 August 2024. The directors have the power to
amend and reissue the financial statements. All press releases, financial reports and other information are available at
our Investor Centre on our website: investor.travelctm.com.au.
The report is structured as follows:
Section
Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income
59
Consolidated Statement of Financial Position
60
Consolidated Statement of Changes in Equity
61
Consolidated Statement of Cash Flows
62
Notes to the Consolidated Financial Statements
63
Consolidated Entity Disclosure Statement
118
Directors' Declaration
121
Independent Auditor's Report to the Members of Corporate Travel Management Limited
122
Shareholder Information
128
58
For the year ended 30 June 2024
Consolidated Statement of
Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2024
Note
2024
$'000
2023
$'000
Revenue
4
710,420
653,402
Other income
5
6,437
6,679
Total revenue and other income
716,857
660,081
Operating expenses
Employee benefits
(412,422)
(391,585)
Information technology and telecommunications
(63,375)
(58,305)
Occupancy
(5,260)
(6,215)
Travel and entertainment
(6,390)
(6,093)
Purchases and other direct costs
(9,576)
(9,524)
Administrative and general
(38,337)
(24,452)
Depreciation and amortisation
10, 16, 27
(60,079)
(55,229)
Impairment expense
26
(1,506)
(1,703)
Total operating expenses
(596,945)
(553,106)
Operating profit
119,912
106,975
Finance costs
18
(2,597)
(2,556)
Profit before income tax expense
117,315
104,419
Income tax expense
8
(30,930)
(25,649)
Profit after income tax expense for the year
86,385
78,770
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
(1,949)
35,656
Other comprehensive income/(loss) for the year, net of tax
(1,949)
35,656
Total comprehensive income for the year
84,436
114,426
Profit for the year is attributable to:
Non-controlling interest
30
1,933
1,196
Ordinary Equity Holders of Corporate Travel Management Limited
24
84,452
77,574
86,385
78,770
Total comprehensive income for the year is attributable to
Non-controlling interest
1,814
1,491
Ordinary Equity Holders of Corporate Travel Management Limited
82,622
112,935
84,436
114,426
Note
2024
cents
2023
cents
Earnings per share for profit attributable to the ordinary
equity holders of Corporate Travel Management Limited
Basic earnings per share
6
57.9
53.1
Diluted earnings per share
6
57.9
52.9
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
59
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
As at 30 June 2024
Consolidated Statement of
Financial Position
Note
2024
$'000
2023
$'000
Assets
Current assets
Cash and cash equivalents
11
134,771
150,985
Trade and other receivables
12
412,370
464,541
Inventories
13
1,310
1,867
Income tax receivable
1,209
-
Other assets
9,345
9,745
559,005
627,138
Assets classified as held for sale
26
-
1,501
Total current assets
559,005
628,639
Non-current assets
Investments accounted for using the equity method
14
-
762
Financial assets at fair value through profit or loss
15
6,812
6,774
Property, plant and equipment
27
10,223
10,811
Right-of-use assets
16
35,783
34,476
Intangible assets
10
1,007,798
1,009,598
Deferred tax assets
8
23,482
31,530
Other assets
-
261
Total non-current assets
1,084,098
1,094,212
Total assets
1,643,103
1,722,851
Liabilities
Current liabilities
Trade and other payables
17
373,167
443,384
Borrowings
18
-
-
Lease liabilities
19
9,748
10,164
Income tax payable
-
11,442
Provisions
21
33,999
35,368
Total current liabilities
416,914
500,358
Non-current liabilities
Trade and other payables
17
33
106
Borrowings
18
-
-
Lease liabilities
19
29,034
28,245
Deferred tax liabilities
8
2,267
3,078
Provisions
21
4,163
3,447
Total non-current liabilities
35,497
34,876
Total liabilities
452,411
535,234
Net assets
1,190,692
1,187,617
Equity
Contributed equity
22
903,320
929,400
Reserves
23
91,573
90,714
Retained earnings
24
179,992
152,573
Equity attributable to the ordinary equity holders
of Corporate Travel Management Limited
1,174,885
1,172,687
Non-controlling interests
30
15,807
14,930
Total equity
1,190,692
1,187,617
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
60
For the year ended 30 June 2024
Consolidated Statement of
Changes in Equity
Contributed
equity
$'000
Reserves
$'000
Retained
earnings
$'000
Non-
controlling
interests
$'000
Total equity
$'000
Balance at 1 July 2022
927,397
49,454
91,095
13,439
1,081,385
Profit after income tax expense for the year
-
-
77,574
1,196
78,770
Other comprehensive income for the year, net of tax
-
35,361
-
295
35,656
Total comprehensive income/(loss) for the year
-
35,361
77,574
1,491
114,426
Transactions with ordinary equity holders in their capacity as ordinary equity holders
Contributions of equity, net of transaction costs
(note 22 'Contributed equity')
2,003
-
-
-
2,003
Share-based payments
(note 29 'Share-based payments')
-
5,899
-
-
5,899
Dividends paid
(note 7 'Dividends paid and proposed')
-
-
(16,096)
-
(16,096)
Balance at 30 June 2023
929,400
90,714
152,573
14,930
1,187,617
Contributed
equity
$'000
Reserves
$'000
Retained
earnings
$'000
Non-
controlling
interests
$'000
Total equity
$'000
Balance at 1 July 2023
929,400
90,714
152,573
14,930
1,187,617
Profit after income tax expense for the year
-
-
84,452
1,933
86,385
Other comprehensive income for the year, net of tax
-
(1,830)
-
(119)
(1,949)
Total comprehensive income for the year
-
(1,830)
84,452
1,814
84,436
Transactions with ordinary equity holders in their capacity as ordinary equity holders
Share-based payments
(note 29 'Share-based payments')
-
2,689
-
-
2,689
On-market buy-back
(note 22 'Contributed equity')
(26,080)
-
-
-
(26,080)
Dividends paid
(note 7 'Dividends paid and proposed')
-
-
(57,033)
(937)
(57,970)
Balance at 30 June 2024
903,320
91,573
179,992
15,807
1,190,692
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
61
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
For the year ended 30 June 2024
Consolidated Statement of
Cash Flows
Note
2024
$'000
2023
$'000
Cash flows from operating activities
Receipts from customers (inclusive of consumption tax)
806,718
544,158
Payments to suppliers and employees (inclusive of consumption tax)
(645,401)
(459,089)
Dividend received
22
Interest received
2,593
918
Finance costs
(2,283)
(2,171)
Income taxes paid
(34,880)
(3,514)
Net cash from operating activities
11
126,769
80,302
Cash flows from investing activities
Payments for property, plant and equipment
27
(5,136)
(4,272)
Payments for intangibles
10
(42,427)
(32,544)
Proceeds from sale of property, plant and equipment
161
13
Payments of contingent/deferred consideration relating to acquisitions
9
(700)
(6,814)
Payments relating to purchase of controlled entities, net of cash acquired
9
-
(2,088)
Proceeds from sale of investment
1,377
-
Net cash (used) in investing activities
(46,725)
(45,705)
Cash flows from financing activities
On-market buy-back
22
(26,080)
-
Dividends paid to company’s shareholders
7
(57,033)
(16,096)
Dividends paid to non-controlling interests in subsidiaries
30
(937)
-
Principal elements of lease payments
(10,348)
(11,639)
Net cash (used) in financing activities
(94,398)
(27,735)
Net (decrease)/increase in cash and cash equivalents
(14,354)
6,862
Cash and cash equivalents at the beginning of the financial year
150,985
142,054
Effects of exchange rate changes on cash and cash equivalents
(1,860)
2,069
Cash and cash equivalents at the end of the financial year
134,771
150,985
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
62
Notes to the Consolidated
Financial Statements
Section
Page
Note 1.
Basis of preparation
64
Note 2. Critical accounting judgements, estimates and assumptions
65
Note 3. Segment reporting
66
Note 4. Revenue
68
Note 5. Other income
70
Note 6. Earnings per share
71
Note 7. Dividends paid and proposed
72
Note 8. Income tax
73
Note 9. Business combinations
76
Note 10. Intangible assets
77
Note 11. Cash and cash equivalents
79
Note 12. Trade and other receivables
81
Note 13. Inventories
82
Note 14. Investments accounted for using the equity method
83
Note 15. Financial assets at fair value through profit or loss
84
Note 16. Right-of-use assets
85
Note 17. Trade and other payables
86
Note 18. Borrowings
87
Note 19. Lease liabilities
88
Note 20. Financial risk management
89
Note 21. Provisions
93
Note 22. Contributed equity
95
Note 23. Reserves
96
Note 24. Retained earnings
97
Note 25. Impairment testing of goodwill
98
Note 26. Assets classified as held for sale
100
Note 27. Property, plant and equipment
101
Note 28. Fair value measurement
102
Note 29. Share-based payments
103
Note 30. Interest in other entities
107
Note 31. Related party transactions
110
Note 32. Parent entity information
111
Note 33. Deed of cross guarantee
113
Note 34. Auditors’ remuneration
115
Note 35. Summary of material accounting policies
116
Note 36. Events after the reporting period
117
63
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 1. Basis of preparation
(a) Basis of consolidation
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.
Subsidiaries are fully consolidated from the date on which
control is transferred to the Group and deconsolidated
from the date that control ceases.
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.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in each of the Group entities’ financial
statements are measured using the currency of the
primary economic environment in which the entity
operates (‘the functional currency’). The consolidated
financial statements are presented in Australian dollars,
which is the Group’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the
functional currency using the exchange rates prevailing
at the transaction dates. Foreign exchange gains and losses
resulting from the settlement of such transactions and from
the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies
are recognised in the profit and loss in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income, except when deferred in equity as qualifying
cash flow hedges and qualifying net investment hedges.
Translation differences on non-monetary financial
assets and liabilities, such as equities held at fair value
through profit or loss, are recognised in profit or loss in
the Consolidated Statement of Profit or Loss and Other
Comprehensive Income as part of the fair value gain or loss.
(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.
64
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.
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:
—
The recognition of revenue from contract liabilities:
–
note 4 'Revenue'
—
The recognition and recoverability of a net deferred
tax asset relating to income tax losses:
–
note 8 'Income tax'
—
Value of intangible assets relating to acquisitions:
–
note 10 'Intangible assets'
—
Software developed or acquired not as part of a
business combination:
–
note 10 'Intangible assets'
—
Value of investments:
–
note 14 'Investments accounted for using the
equity method'
–
note 15 'Financial assets at fair value through profit
or loss'
–
note 26 'Assets classified as held for sale'
—
Expected credit losses:
–
note 20 'Financial risk management'
—
Provisions:
–
note 21 'Provisions'
—
Impairment testing of goodwill:
–
note 25 'Impairment testing of goodwill'
—
Share based payments:
–
note 29 'Share-based payments'
65
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 3. Segment reporting
(a) Description of segments
The operating segments are based on the reports reviewed by the Chief Operating Decision Makers ('CODMs'), a group of
key senior managers who assess performance and determine resource allocation.
The CODMs as at 30 June 2024 were the Managing Director, Jamie Pherous (MD), Global Chief Financial Officer, James
Spence (CFO) and Global Chief Operating Officer, Eleanor Noonan (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 2024 is as follows:
Australia and
New Zealand
$’000
North
America
$’000
Asia
$’000
Europe
$’000
Other1
$’000
Total
$’000
June 2024
Total revenue from external parties
168,816
309,625
63,656
168,323
-
710,420
Other income
443
1,918
447
955
2,674
6,437
Total revenue and other income
169,259
311,543
64,103
169,278
2,674
716,857
Underlying EBITDA
44,859
59,698
17,922
97,739
(18,493)
201,725
Total segment assets
421,364
592,182
198,161
408,818
22,578
1,643,103
Total segment liabilities
108,897
50,544
109,630
177,322
6,018
452,411
Australia and
New Zealand
$’000
North
America
$’000
Asia
$’000
Europe
$’000
Other1
$’000
Total
$’000
June 2023
Total revenue from external parties
157,761
302,486
50,542
142,613
-
653,402
Other income
2,377
1,216
1,038
391
1,657
6,679
Total revenue and other income
160,138
303,702
51,580
143,004
1,657
660,081
Underlying EBITDA
42,404
44,789
13,945
84,085
(18,161)
167,062
Total segment assets
422,856
592,817
200,174
453,631
53,373
1,722,851
Total segment liabilities
115,746
63,093
93,281
258,076
5,038
535,234
1
The other segment represents the Group’s support service, created to support the operating segments and growth of the global business.
66
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:
2024
$'000
2023
$'000
Underlying EBITDA from Continuing Operations
201,725
167,062
2024
$'000
2023
$'000
Underlying EBITDA
201,725
167,062
Interest revenue
2,593
918
Finance costs
(944)
(1,020)
Interest on lease liabilities
(1,653)
(1,536)
Depreciation - Property, plant and equipment
(5,936)
(5,800)
Depreciation - Right-of-use assets
(11,130)
(11,173)
Amortisation - Intangibles
(27,929)
(23,649)
Underlying profit before income tax expense from continuing operations
156,726
124,802
Non-recurring items
Integration costs
(5,413)
(5,179)
Restructuring costs
(10,466)
-
Bad and doubtful debts
(6,942)
1,107
(22,821)
(4,072)
Impairment - Held for sale assets
(1,506)
(1,703)
Amortisation - client contracts and relationships
(15,084)
(14,608)
Profit before income tax from continuing operations
117,315
104,419
Accounting policy
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 CODMs.
Goodwill is allocated by management to groups of cash-generating units on a segment level.
67
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 4. Revenue
(a) Disaggregation of revenue from contracts with customers
Australia and
New Zealand
$'000
North
America
$'000
Asia
$'000
Europe
$'000
Total
$'000
2024
Transactional revenue
161,628
260,185
58,587
158,477
638,877
Volume based incentive revenue
3,139
32,147
5,069
7,126
47,481
Revenue from sale of inventory
-
11,707
-
-
11,707
Licensing revenue
3,769
5,106
-
735
9,610
Other revenue
280
480
-
1,985
2,745
Total revenue from external parties
168,816
309,625
63,656
168,323
710,420
Australia and
New Zealand
$'000
North
America
$'000
Asia
$'000
Europe
$'000
Total
$'000
2023
Transactional revenue
148,677
252,262
49,009
134,844
584,792
Volume based incentive revenue
4,780
34,324
1,509
5,254
45,867
Revenue from sale of inventory
-
11,693
-
-
11,693
Licensing revenue
2,908
4,032
-
1,104
8,044
Other revenue
1,396
175
24
1,411
3,006
Total revenue from external parties
157,761
302,486
50,542
142,613
653,402
(b) Assets and liabilities related to contracts with customers
(i) The Group has contract assets related to contracts with suppliers:
2024
$'000
2023
$'000
Contract assets
20,780
14,917
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:
2024
$'000
2023
$'000
Contract liabilities
23,866
16,025
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. Where modifications to existing agreements have occurred,
they have been assessed based on the facts and substance of the individual contractual arrangements in accordance with
AASB 15. Judgement is applied to determine performance obligations, stand-alone selling price and progress towards
satisfaction of the performance obligations, and therefore the timing and amount of revenue recognised.
2024
$'000
2023
$'000
Revenue recognised that was included in the contract liability balance at the beginning of the period
12,006
6,791
68
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.
69
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 5. Other income
This note provides a breakdown of the items included in other income.
2024
$'000
2023
$'000
Net foreign exchange gains
329
1,728
Net fair value gain/(loss) on investments
13
(15)
Government grants
375
663
Interest Income
2,593
918
Other
3,127
3,385
Other income
6,437
6,679
In FY24, 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.
70
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
2024
$'000
2023
$'000
Profit after income tax
86,385
78,770
Non-controlling interest
(1,933)
(1,196)
Profit after income tax attributable to the ordinary equity holders
of Corporate Travel Management Limited
84,452
77,574
Number
Number
Weighted average number of ordinary shares used as
a denominator in calculating basic earnings per share
145,943,043
146,173,544
Adjustments for calculation of diluted earnings per share
-
599,037
Weighted average number of ordinary shares used as a denominator
in calculating diluted earnings per share
145,943,043
146,772,581
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.
71
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 7. Dividends paid and proposed
Dividends paid during the financial year were as follows:
2024
$'000
2023
$'000
Final ordinary dividend for the year ended 30 June 2023 of 22 cents per fully paid share paid on 5
October 2023 (for the year ended 30 June 2022 of 5 cents per fully paid share paid on 5 October 2022)
32,192
7,316
Interim ordinary dividend for the year ended 30 June 2024 of 17 cents per fully paid share paid on 5 April
2024 (for the year ended 30 June 2023 of 6 cents per fully paid share paid on 14 April 2023)
24,841
8,780
Total dividends paid
57,033
16,096
Dividends not recognised at the end of the reporting period
2024
$'000
2023
$'000
Approved by the Board of Directors in August but not recognised as a liability as at 30 June
17,358
32,192
The aggregate amount of proposed dividend is expected to be paid out of retained earnings, but not recognised as a
liability at year end.
2024
$'000
2023
$'000
Franking credits available for subsequent reporting periods based on a tax rate of 30% (2023: 30%)
-
-
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.
72
Notes to the Consolidated
Financial Statements
Note 8. Income tax
Current income tax
2024
$'000
2023
$'000
Current tax on profits for the year
25,581
19,222
Adjustments for current tax of prior periods
(1,560)
435
Deferred income tax
Decrease in deferred tax assets
5,318
10,848
Increase/(decrease) in deferred tax liabilities
1,591
(4,856)
Aggregate income tax expense
30,930
25,649
Numerical reconciliation of income tax expense to prima facie tax payable
Profit before income tax expense
117,315
104,419
Tax at the statutory tax rate of 30%
35,195
31,326
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible amounts
625
7,705
Other amounts
1,921
(6,114)
37,741
32,917
Adjustments for current tax of prior periods
(1,560)
435
Recognition of temporary differences previously not brought to account
1,409
(2,778)
Difference in overseas tax rates
(6,267)
(4,354)
Research and development tax credit
(337)
(382)
Utilisation of previously unrecognised tax losses
(56)
(189)
Income tax expense
30,930
25,649
Deferred income tax
Deferred tax assets
2024
$'000
2023
$'000
The balance comprises temporary differences attributable to:
Provisions
13,461
14,830
Employee benefits
2,125
2,356
Lease liabilities
8,750
8,531
Tax losses
37,643
42,514
Other
1,185
444
63,164
68,675
Set-off of deferred tax liabilities pursuant to set-off provisions
(39,682)
(37,145)
Net deferred tax assets
23,482
31,530
Deferred tax liabilities
2024
$'000
2023
$'000
The balance comprises temporary differences attributable to:
Depreciation and amortisation
35,336
35,430
Contract assets
(1,696)
(1,636)
Right-of-use assets
7,984
7,742
Other
325
(1,313)
41,949
40,223
Set-off of deferred tax assets pursuant to set-off provisions
(39,682)
(37,145)
Net deferred tax liabilities
2,267
3,078
73
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 8. Income tax (continued)
Deferred tax assets
Opening
balance
$’000
(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
2024
Provisions
14,830
(1,365)
-
-
(4)
13,461
Employee benefits
2,356
11
(242)
-
-
2,125
Lease liabilities
8,531
209
-
-
10
8,750
Tax losses
42,514
(4,924)
-
-
53
37,643
Other
444
751
-
-
(10)
1,185
68,675
(5,318)
(242)
-
49
63,164
Deferred tax assets
Opening
balance
$’000
(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
2023
Provisions
12,715
1,894
-
38
183
14,830
Employee benefits
6,232
(5,351)
1,475
-
-
2,356
Lease liabilities
11,285
(3,041)
-
-
287
8,531
Tax losses
45,934
(4,850)
-
-
1,430
42,514
Other
-
500
-
-
(56)
444
76,166
(10,848)
1,475
38
1,844
68,675
Deferred tax liabilities
Opening
balance
$’000
(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
2024
Depreciation and amortisation
35,430
(14)
-
-
(80)
35,336
Contract assets
(1,636)
(69)
-
-
9
(1,696)
Right-of-use assets
7,742
235
-
-
7
7,984
Other
(1,313)
1,439
199
-
-
325
40,223
1,591
199
-
(64)
41,949
Deferred tax liabilities
Opening
balance
$’000
(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
2023
Depreciation and amortisation
34,328
(275)
-
632
745
35,430
Contract assets
(101)
(1,765)
-
-
230
(1,636)
Right-of-use assets
10,044
(2,572)
-
-
270
7,742
Other
185
(244)
(1,236)
-
(18)
(1,313)
44,456
(4,856)
(1,236)
632
1,227
40,223
The Group has tax losses that arose in foreign subsidiaries of $45,265,000 (2023: $41,568,000) 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 $8,530,000
(2023: $7,621,000).
74
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.
75
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 9. Business combinations
Prior period business combinations
1000 Mile Travel Group
The Group acquired 100% of the shares of 1000 Mile Travel
Group Pty Limited ("1000 Mile") with effect from 1 July 2022.
In the Group's FY23 Financial Statements, provisional
acquisition disclosures were made detailing the fair value
of consideration paid, and the net assets acquired for
the 1000 Mile. During FY24, the provisional fair values of
the assets and liabilities of the acquired business were
finalised without any material adjustments.
SCT Travel Group Pty Ltd
During the year ended 30 June 2024, a deferred
consideration amount of $700,000 was paid to Greg
McCarthy (CEO of Australia and New Zealand) in relation
to the acquisition of SCT Travel Group Pty Ltd, trading as
Platinum Travel Corporation.
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 2024,
has been reflected in the Consolidated Statement of Profit
or Loss and Other Comprehensive Income.
The Group recognises any non-controlling interest in the
acquired entity on an acquisition-by-acquisition basis either
at fair value or at the noncontrolling interests’ proportionate
share of the acquired entity’s net identifiable assets.
Non-controlling interests in the results and equity of
subsidiaries are shown separately in the Consolidated
Statement of Profit or Loss and Other Comprehensive
Income, Consolidated Statement of Financial Position
and Consolidated Statement of Changes in Equity.
Critical estimates, assumptions
and judgements
Value of intangible assets relating to acquisitions
The Group has allocated portions of the cost of acquisitions
to client contracts and relationships, software and other
intangibles. Client contracts and relationships were valued
using the multi-period excess earnings method. These
calculations require the use of assumptions including
future customer retention rates and cash flows.
Acquired software has been valued using the cost to
re-create method. These calculations require the use of
assumptions including the period of time and the cost of
the people it would take 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.
76
Notes to the Consolidated
Financial Statements
Note 10. Intangible assets
2024
$'000
2023
$'000
Goodwill - at cost
923,284
924,497
Less: Accumulated amortisation & impairment
(23,100)
(23,133)
900,184
901,364
Customer contracts - at cost
139,527
139,680
Less: Accumulated amortisation
(104,277)
(89,467)
35,250
50,213
Software - at cost
179,172
139,012
Less: Accumulated amortisation & impairment
(112,840)
(85,658)
66,332
53,354
Other intangible assets - at cost
8,345
6,855
Less: Accumulated amortisation
(2,313)
(2,188)
6,032
4,667
1,007,798
1,009,598
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Client
contracts and
relationships
$'000
Software
$'000
Goodwill
$'000
Other
intangible
assets
$'000
Total
$'000
Balance at 1 July 2022
62,291
43,474
865,769
3,663
975,197
Additions
-
32,544
-
-
32,544
Additions through business combinations
note 9 'Business combinations'
1,228
-
4,489
877
6,594
Disposals
-
(50)
-
-
(50)
Amortisation expense
(14,608)
(23,629)
-
(20)
(38,257)
Exchange differences
1,302
1,015
31,106
147
33,570
Balance at 30 June 2023
50,213
53,354
901,364
4,667
1,009,598
Additions
-
40,922
-
1,505
42,427
Amortisation expense
(15,084)
(27,801)
-
(128)
(43,013)
Exchange differences
121
(143)
(1,180)
(12)
(1,214)
Balance at 30 June 2024
35,250
66,332
900,184
6,032
1,007,798
77
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 10. Intangible assets (continued)
Accounting policy
Client contracts and relationships
Client contracts and relationships are acquired as
part of a business combinations (refer 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
Years
Method
Acquired/
Internally
generated
Client
contracts and
relationships
3 - 6
Straight-line
Acquired
Software
developed
and acquired
3 - 5
Straight-line
Acquired/
Internally
generated
Other
intangible
assets
2 - 10
Straight-line
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 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 note 25 'Impairment testing of goodwill'.
Software acquired as part of a business combination
Refer note 9 'Business combinations'.
78
Notes to the Consolidated
Financial Statements
Note 11. Cash and cash equivalents
2024
$'000
2023
$'000
Cash at bank and on hand
113,028
138,646
Client cash
21,743
12,339
Total cash and cash equivalents
134,771
150,985
Cash at bank and on hand and client cash earns interest at floating rates. The range of deposit rates as at 30 June 2024 was:
0.00% to 5.0% (2023: 0.00% to 4.5%).
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.
2024
$'000
2023
$'000
Reconciliation of profit after income tax to net cash inflow/(outflow) from operating activities
Profit for the year
86,385
78,770
Adjustments for:
Depreciation and amortisation
60,079
55,229
Impairment expense
1,506
1,703
Net exchange differences
-
5
Non-cash interest
314
381
Non-cash employee benefits expense - share-based payments
2,997
4,575
Net (gain)/loss on disposal of investment
(647)
-
Net loss/(gain) on disposal of non-current assets
278
(1,545)
Unrealised (gain)/loss on financial assets held at fair value
(44)
803
Decrease/(increase) in trade and other receivables
50,259
(162,240)
Decrease in prepayments
512
299
Increase in deferred tax balances
6,956
6,686
(Decrease)/increase in income tax payable
(10,906)
15,449
(Decrease)/increase in payables and provisions
(71,469)
80,631
Decrease/(increase) in inventory
549
(444)
Net cash flow from operating activities
126,769
80,302
79
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 11. Cash and cash equivalents (continued)
Net cash/(debt) reconciliation
This section sets out an analysis of net cash/(debt) and the movements in net cash/(debt) for each of the periods presented.
Current assets
Cash
$'000
Borrowings
$'000
Leases
$'000
Total
$'000
Net cash/(debt) at 1 July 2022
142,054
-
(48,352)
93,702
Cash flows
6,862
-
11,639
18,501
Additions
-
-
(6,352)
(6,352)
Disposals
-
-
5,845
5,845
Foreign exchange adjustments
2,069
-
(1,189)
880
Net cash/(debt) at 30 June 2023
150,985
-
(38,409)
112,576
Cash flows
(14,354)
-
10,348
(4,006)
Additions
-
-
(21,115)
(21,115)
Disposals
-
-
10,409
10,409
Foreign exchange adjustments
(1,860)
-
(14)
(1,874)
Net cash/(debt) at 30 June 2024
134,771
-
(38,781)
95,990
80
Notes to the Consolidated
Financial Statements
Note 12. Trade and other receivables
Current assets
2024
$'000
2023
$'000
Trade receivables1
55,964
76,924
Client receivables1
343,071
364,749
Contract assets
20,780
14,917
Less: Allowance for expected credit losses
(16,746)
(10,474)
403,069
446,116
Deposits2
7,165
5,935
Other receivables
2,136
12,490
9,301
18,425
Total current trade and other receivables
412,370
464,541
1
Trade and client receivables are non-interest bearing and are generally on terms ranging from 7 to 30 days.
2
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 note 20
'Financial risk management').
81
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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
2024
$'000
2023
$'000
Inventory
1,310
1,867
Amounts recognised in profit or loss
Inventories recognised as an expense during the year ended 30 June 2024 amounted to $9,576,000 (2023: $9,524,000).
These were included in purchases and other direct costs 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.
82
Notes to the Consolidated
Financial Statements
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 2024:
Name of company
Principal activity
Ownership
Interest
Jun 2024
%
Ownership
Interest
Jun 2023
%
Investment
in associates
Jun 2024
$'000
Investment
in associates
Jun 2023
$'000
2120 Tower LLC (North America)1
Commercial real estate
37.78
37.78
-
-
MFG Reisen GmbH (Europe)2
Travel services
-
40.00
-
762
1
The owner collective of 2120 Tower LLC (North America) 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 note 26 'Assets classified as held for sale' for more information. The assets classified as held for
sale has been written down to nil in FY24.
2
Investment in MFG Reisen GmbH (Europe) was disposed during the year.
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.
83
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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 2024:
2024
$'000
2023
$'000
Minority interest investments
6,812
6,774
Refer note 28 'Fair value measurement' for further information on fair value measurement.
84
Notes to the Consolidated
Financial Statements
Note 16. Right-of-use assets
2024
$'000
2023
$'000
Buildings - right-of-use
58,699
63,195
Accumulated depreciation
(21,983)
(28,011)
Accumulated impairment
(933)
(938)
Total right-of-use assets (buildings)
35,783
34,246
Motor vehicles - right-of-use
-
424
Less: Accumulated depreciation
-
(194)
Total right-of-use assets (motor vehicles)
-
230
Total right-of-use assets
35,783
34,476
2024
$'000
2023
$'000
Opening net book value
34,476
42,423
Additions
21,388
6,391
Terminations
(9,005)
(4,250)
Depreciation
(11,130)
(11,172)
Exchange differences
54
1,084
Closing net book value
35,783
34,476
2024
$'000
2023
$'000
Expense relating to leases of low-value assets that are not shown above as short-term leases
(included in operating expenses)
31
162
Expense relating to variable lease payments not included in lease liabilities
(included in operating expenses)
466
735
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. 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.
85
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 17. Trade and other payables
2024
$'000
2023
$'000
Current liabilities
Trade payables1
100,956
31,718
Client payables1
193,846
316,747
Other payables and accruals2
54,499
78,194
Contract Liabilities
23,866
16,025
Deferred consideration payable
-
700
Total current trade and other payables
373,167
443,384
Non-current liabilities
Other payables and accruals
33
106
Total trade and other payables
373,200
443,490
1
Trade payables and client payables are non-interest bearing and are normally settled on terms ranging from 7 to 30 days.
2
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.
Deferred consideration payable are recognised where contingent consideration hurdles have been satisfied, or where there
are subsequent working capital adjustments, in relation to previously acquired entities.
86
Notes to the Consolidated
Financial Statements
Note 18. Borrowings
Borrowings
The carrying amounts of the Group's borrowings were as follows at 30 June:
2024
$'000
2023
$'000
Total borrowings
-
-
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 2024, the
establishment costs paid which are recognised as current is $258,000.
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.
2024
$'000
2023
$'000
Bank guarantees
18,162
18,724
Finance costs
2024
$'000
2023
$'000
Commitment fees
893
883
Interest expense - leases
1,654
1,542
Other finance costs
50
131
Total finance costs
2,597
2,556
Accounting policy
Borrowings
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.
87
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 19. Lease liabilities
2024
$'000
2023
$'000
Current liabilities
Lease liabilities - buildings
9,748
10,125
Lease liabilities - vehicles
-
39
9,748
10,164
Non-current liabilities
Lease liabilities - buildings
29,034
28,186
Lease liabilities - vehicles
-
59
29,034
28,245
Total lease liabilities
38,782
38,409
Reconciliation of lease liabilities at 30 June was as follows:
2024
$'000
2023
$'000
Opening net book value
38,409
48,352
Additions
21,115
6,352
Terminations
(10,409)
(5,845)
Repayment of principal element of lease liabilities
(10,348)
(11,639)
Exchange differences
15
1,189
38,782
38,409
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.
88
Notes to the Consolidated
Financial Statements
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 2024, the Group had no outstanding variable rate borrowings (refer note 18 'Borrowings').
Interest rate risk is managed using natural hedges, borrowing terms available under facility documents or using interest
rate derivatives. As at the balance date, the Group had no interest rate derivatives outstanding. The Group has considered
its exposure to interest rate movements and notes that significant changes in interest rates would not result in a material
impact to finance costs.
Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk. Foreign exchange risk arises from future
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the
relevant Group entity.
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
2024
EUR
1,567
5,529
(3,172)
(1,025)
-
2,899
CHF
602
301
124
539
-
1,566
USD
-
29
1,844
(565)
-
1,308
NZD
-
32
451
-
-
483
SEK
166
48
61
22
-
297
JPY
-
-
-
(108)
-
(108)
Other
141
14
-
(131)
-
24
Total foreign exchange risk
2,476
5,953
(692)
(1,268)
-
6,469
Based on the 30 June 2024 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
result in a loss of $588,000 and a gain of $719,000 respectively.
89
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 20. Financial risk management (continued)
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
3,118
4,575
(4,112)
660
-
4,241
HKD
5,055
7
(7,103)
(48)
-
(2,089)
NZD
3
15
3,262
-
-
3,280
USD
61
237
243
(789)
-
(248)
CHF
319
1,022
(184)
(789)
-
368
SEK
3,402
647
2,485
(2,757)
-
3,777
Other
79
21
203
(424)
-
(121)
Total foreign exchange risk
12,037
6,524
(5,206)
(4,147)
-
9,208
Based on the 30 June 2023 balances, a 10% stronger and 10% weaker Australian dollar against the currencies held, would
have resulted in a loss of $837,000 and a gain of $1,023,000 respectively.
The following table summarises the foreign exchange rates for the key currencies used in the preparation of the annual report.
AUD/USD
AUD/GBP
AUD/HKD
2024
Spot rate
0.6670
0.5274
5.2081
Average rate
0.6557
0.5206
5.1271
AUD/USD
AUD/GBP
AUD/HKD
2023
Spot rate
0.6664
0.5249
5.2235
Average rate
0.6733
0.5595
5.2771
(b) Credit risk
Credit risk arises from cash and cash equivalents placed on deposit with counterparties and balances owing from clients
and suppliers.
The Group’s exposure to credit risk relating to cash and cash equivalents arises from the ability of the counterparty to
repay funds placed on deposit. The Group’s cash and cash equivalent investments are held on deposit with counterparties
holding an investment grade credit rating.
The Group's policy is that all clients which wish to trade on credit terms are subject to credit verification procedures, and
subsequent risk limits, which are set for each individual client in accordance with the Group’s policies. For some client
receivables, the Group may also obtain security in the form of deposits. In addition, receivable balances are actively
monitored on an ongoing basis, with the result that the Group’s exposure to bad debts has been historically negligible.
Trade and other receivables are subject to the expected credit loss model. The Group has applied the AASB 9 Financial
Instruments simplified approach to measuring the expected credit loss, which uses a lifetime expected loss allowance for
all receivables and contract assets.
Contract assets represent balances earned which are not yet unconditional and have the same characteristics as trade
receivables. The Group has, therefore, concluded that the expected loss rates for trade receivables are a reasonable
approximation of the loss rates for contract assets.
To measure the expected credit losses, receivables and contract assets have been grouped based on shared credit risk
characteristics (by client industry or supplier type) and the days past due. Based on the grouping of clients, an expected
loss rate has been applied. Any individual receivable or contract asset which had significantly increased credit risk, were
individually assessed and allowed for. Historic loss events and forward-looking assumptions have been factored into the
expected loss allowance calculation for these assets as at 30 June 2024.
90
Notes to the Consolidated
Financial Statements
Note 20. Financial risk management (continued)
On this basis, the loss allowance as at 30 June 2024 and 30 June 2023 was determined as follows:
Current
($'000)
More than 30
days past due
($'000)
More than 60
days past due
($'000)
More than 90
days past due
($'000)
Total
($'000)
2024
Expected loss rate (%)
1%
2%
4%
36%
4%
Carrying amount – client receivables
280,131
12,458
14,849
35,633
343,071
Carrying amount – trade receivables
53,838
252
1,553
321
55,964
Carrying amount – contract assets
20,780
-
-
-
20,780
Loss allowance
2,666
298
732
13,050
16,746
Current
($'000)
More than 30
days past due
($'000)
More than 60
days past due
($'000)
More than 90
days past due
($'000)
Total
($'000)
2023
Expected loss rate (%)
1%
2%
6%
7%
2%
Carrying amount – client receivables
268,483
31,917
29,745
42,135
372,280
Carrying amount – trade receivables
38,026
304
3,589
3,303
45,222
Carrying amount – contract assets
14,917
-
-
-
14,917
Loss allowance
4,390
714
2,121
3,249
10,474
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 2023
7,141
2,508
824
Increase/(decrease) in loss allowances recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income
8,539
(1,198)
(570)
Receivables written-off during the year as uncollectible
(498)
-
-
Closing loss allowance as at 30 June 2024
15,182
1,310
254
Client
Receivables
$'000
Trade
Receivables
$'000
Contract
Assets
$'000
Opening loss allowance as at 1 July 2022
5,703
3,190
787
Increase/(decrease) in loss allowances recognised in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income
1,557
(682)
37
Receivables written off during the year as uncollectible
(119)
-
-
Closing loss allowance as at 30 June 2023
7,141
2,508
824
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.
91
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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 2024. The bank loan amounts in FY24 include the Group’s $100,000,000 multi-currency revolving loan
facility which matures in July 2025.
2024
$'000
2023
$'000
Bank loans
Used
-
-
Unused
100,000
100,000
Total bank loans available
100,000
100,000
Credit cards
Used
70,475
76,884
Unused
90,560
88,197
Total credit cards limit
161,035
165,081
Overdraft facilities
Used
-
-
Unused
19,153
9,554
Total overdraft facilities available
19,153
9,554
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 2024. 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 2024.
Contractual maturities
of 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
June 2024
Trade and other payables
358,404
14,763
33
-
-
373,200
373,200
Lease liabilities
5,883
5,228
8,820
16,977
7,106
44,014
38,782
Total non-derivative
financial liabilities
364,287
19,991
8,853
16,977
7,106
417,214
411,982
Contractual maturities
of 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
June 2023
Trade and other payables
428,245
15,139
106
-
-
443,490
443,490
Lease liabilities
5,764
4,854
8,325
16,186
3,944
39,073
38,409
Total non-derivative
financial liabilities
434,009
19,993
8,431
16,186
3,944
482,563
481,899
92
Notes to the Consolidated
Financial Statements
Note 21. Provisions
Movements in provisions
Employee
entitlements
$’000
Provisions
for other
liabilities
and charges
$’000
Total
$'000
At 1 July 2023
12,167
26,648
38,815
Arising during the year
15,569
54,577
70,146
Utilised
(15,785)
(51,635)
(67,420)
Write back of provision
(89)
(3,393)
(3,482)
Exchange differences
224
(121)
103
At 30 June 2024
12,086
26,076
38,162
At 1 July 2022
10,146
20,439
30,585
Acquisition of subsidiary
129
-
129
Arising during the year
15,624
56,989
72,613
Utilised
(13,483)
(47,214)
(60,697)
Write back of provision
(285)
(3,724)
(4,009)
Transfer to deferred consideration payable
-
(700)
(700)
Exchange differences
36
858
894
At 30 June 2023
12,167
26,648
38,815
2024
Current
10,905
23,094
33,999
Non-current
1,181
2,982
4,163
12,086
26,076
38,162
2023
Current
11,237
24,131
35,368
Non-current
930
2,517
3,447
12,167
26,648
38,815
Accounting policy
Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. At the end of the reporting period, provisions are measured at the
present value of management's best estimate of the expenditure required to settle the present obligation. The discount
rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value
of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as
interest expense.
Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the Consolidated Statement of Profit or Loss and Other Comprehensive Income,
net of any reimbursement.
Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
93
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 21. Provisions (continued)
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries including non-monetary
benefits, expected to be settled within 12 months of
the reporting period, are recognised in other payables
and accruals in respect of employees’ services up to
the reporting date. Liabilities for annual leave and
accumulated sick leave, expected to be settled within
12 months of the reporting period, are recognised in the
provision for employee benefits in respect of employees’
services up to the reporting date. They are measured
at the amounts expected to be paid when the liabilities
are settled. Liabilities for non-accumulated sick leave are
recognised when the leave is taken and are measured at
the rates paid or payable.
Other long-term employee benefits
Liabilities for long service leave are recognised in the
provision for employee benefits and measured at the
present value of expected future payments to be made in
respect of services provided by the employees up to the
reporting date, using the projected unit credit method.
Consideration is given to the expected future wage
and salary levels, experience of employee departures,
and periods of service. Expected future payments are
discounted using market yields at the reporting date on
government bonds, with terms to maturity and currencies
that match, as closely as possible, the estimated future
cash outflows.
The obligations are presented as current liabilities in the
Consolidated Statement of Financial Position if the entity
does not have an unconditional right to defer settlement for
at least twelve months after the reporting period, regardless
of when the actual settlement is expected to occur.
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.
Make good provision
The Group is required to restore the leased premises to
their original condition at the end of the respective lease
terms. A provision has been recognised for the present
value of the estimated expenditure required to remove
any leasehold improvements. These costs have been
capitalised as part of the cost of leasehold improvements
and are amortised over the shorter of the term of the lease
and the useful life of the assets.
94
Notes to the Consolidated
Financial Statements
Note 22. Contributed equity
2024
$'000
2023
$'000
Share capital - fully paid
903,320
929,400
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
Date
Shares
Issue price
$'000
Balance
1 July 2022
145,190,637
927,397
Shares issued as consideration for the acquisition of
1000 Mile Travel Group
1 July 2022
106,336
$18.84
2,003
Share appreciation rights vested
24 August 2022
1,028,773
Balance
30 June 2023
146,325,746
929,400
On-market buy-back
Various during FY24
(1,676,810)
$15.55
(26,080)
Balance
30 June 2024
144,648,936
903,320
During the year ended 30 June 2024, the Company executed its ordinary share on-market buy-back for a consideration
of $26,080,000 (including transaction costs). A total of 1,676,810 shares (representing 1.15% of the Company's issued share
capital) were bought back at an average price of $15.55 per share. This resulted in 1,676,810 shares being cancelled during
the year ended 30 June 2024.
The current on-market buy-back program announced on 25 October 2023 will end on 13 November 2024.
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
Capital management
The Group maintains a conservative funding structure that allows it to meet its operational and regulatory requirements,
while providing sufficient flexibility to fund future strategic opportunities.
The Group’s optimal capital structure includes a mix of debt (refer note 18 'Borrowings'), cash (refer note 11 'Cash and cash
equivalents') and equity attributable to the parent’s equity holders.
When determining dividend returns to shareholders the Board considers a number of factors, including the Group’s
anticipated cash requirements to fund its growth, operational plan, and current and future economic conditions.
95
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 23. Reserves
The following table shows a breakdown of the ‘reserves’ 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:
Foreign
currency
translation
$'000
Share-based
payments
$'000
Total
$'000
At 30 June 2022
56,205
(6,751)
49,454
Currency translation difference
34,125
(150)
33,975
Deferred tax
1,236
-
1,236
Other comprehensive income
35,361
(150)
35,211
Share-based payments
Expense for the year
-
4,574
4,574
Effect of tax
-
1,475
1,475
At 30 June 2023
91,566
(852)
90,714
Currency translation difference
(1,631)
(66)
(1,697)
Deferred tax
(199)
-
(199)
Other comprehensive income
(1,830)
(66)
(1,896)
Share-based payments
Expense for the year
-
2,997
2,997
Effect of tax
-
(242)
(242)
At 30 June 2024
89,736
1,837
91,573
Nature and purpose of reserves
Foreign currency translation
Exchange differences arising on translation of foreign controlled entities are recognised in other comprehensive income
and accumulated in a separate reserve within equity. The cumulative amount is recognised in the Consolidated Statement
of Profit or Loss and Other Comprehensive Income when the net investment is sold 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.
96
Notes to the Consolidated
Financial Statements
Note 24. Retained earnings
2024
$'000
2023
$'000
Retained earnings at the beginning of the financial year
152,573
91,095
Profit after income tax expense for the year
84,452
77,574
Dividends paid (refer note 7 'Dividends paid and proposed')
(57,033)
(16,096)
Retained earnings at the end of the financial year
179,992
152,573
97
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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.
2024
$'000
2023
$'000
The carrying amount of goodwill to the cash generating unit:
Travel services - Australia and New Zealand
214,941
215,026
Travel services - North America
452,655
453,063
Travel services - Asia
58,095
57,940
Travel services - Europe
174,493
175,334
Total goodwill
900,184
901,363
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 each CGU 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 growth rates up to year 5 assumed in the modelling
have been set to align the forecast cashflows with the Group’s business planning and 5-year strategy.
The following table sets out the remaining key assumptions for those cash-generating units that have goodwill allocated
to them.
ANZ
%
NA
%
Asia
%
Europe
%
2024
Pre-tax nominal discount rate applied to the cash flow projection
12.70
12.59
11.53
13.46
Cash flows beyond the next financial year and upon the end of project contracts in Europe, up to year 5, are extrapolated using an
average nominal growth rate of:
Revenue
7.50
10.00
7.00
10.00
Operating expenses
6.00
10.00
7.00
4.00
Long-term growth rate
2.00
2.00
2.00
2.00
2023
Pre-tax nominal discount rate applied to the cash flow projection
13.79
13.41
13.35
15.31
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
3.50
3.50
3.50
3.50
Operating expenses
3.50
3.50
3.50
3.50
Long-term growth rate
2.00
2.00
2.00
2.00
98
Notes to the Consolidated
Financial Statements
Note 25. Impairment testing of goodwill (continued)
The following key assumptions were used in the modelling:
—
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.
Sensitivity to changes in key assumptions
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.
99
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 26. 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 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 of $1,506,000.
Current assets
2024
$'000
2023
$'000
Investments
-
1,501
Accounting policy
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 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.
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.
100
Notes to the Consolidated
Financial Statements
Note 27. Property, plant and equipment
Furniture,
fixtures and
equipment
$’000
Computer
equipment
$’000
Leasehold
improvements
$’000
Other
$’000
Total
$’000
Year ended 30 June 2024
Cost
6,338
18,354
11,279
2,204
38,175
Accumulated depreciation
(4,591)
(14,871)
(7,003)
(1,487)
(27,952)
1,747
3,483
4,276
717
10,223
Opening net book amount
2,324
4,894
3,014
579
10,811
Additions
533
1,546
3,058
680
5,817
Disposals
(88)
(8)
(144)
(199)
(439)
Depreciation charge
(1,017)
(2,961)
(1,614)
(344)
(5,936)
Exchange differences
(5)
12
(38)
1
(30)
Closing net book amount
1,747
3,483
4,276
717
10,223
Year ended 30 June 2023
Cost
6,896
19,021
11,061
1,746
38,724
Accumulated depreciation
(4,572)
(14,127)
(8,047)
(1,167)
(27,913)
2,324
4,894
3,014
579
10,811
Opening net book amount
2,089
5,314
3,603
586
11,592
Additions
952
2,554
766
402
4,674
Disposals
(27)
(14)
(17)
-
(58)
Depreciation charge
(924)
(3,030)
(1,475)
(371)
(5,800)
Transfers
87
(87)
-
-
-
Exchange differences
147
157
137
(38)
403
Closing net book amount
2,324
4,894
3,014
579
10,811
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
Years
Method
Leasehold improvements
3 - 15
Straight line
Computer equipment
3 - 5
Straight line
Furniture, fixtures and equipment
4 - 10
Straight line
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
101
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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 2024 on a recurring basis.
Level 1
$’000
Level 2
$’000
Level 3
$’000
Total
$’000
At 30 June 2024
Financial assets at fair value through profit or loss
-
-
6,812
6,812
At 30 June 2023
Financial assets at fair value through profit or loss
-
-
6,774
6,774
The following table presents the changes in level 3 instruments for the year ended 30 June 2024:
Unlisted
equity
securities
$’000
Total
$’000
Balance at 30 June 2023
6,774
6,774
Gains recognised in other comprehensive income
38
38
Balance at 30 June 2024
6,812
6,812
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.
102
Notes to the Consolidated
Financial Statements
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 FY24, 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 FY24, 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:
2024
Number
of PRs
2023
Number
of PRs
Opening balance
666,184
-
Granted during the year
693,979
737,200
Vested during the year
-
-
Forfeited during the year
(284,069)
(71,016)
As at 30 June
1,076,094
666,184
Vested and exercisable at 30 June
-
-
During FY24, 284,069 PRs granted were subsequently forfeited in the year.
PRs outstanding at the end of the year have the following performance period:
Grant date
Performance period
Vesting date
Base Price
$
Number
of PRs
30 June 2024
Number
of PRs
30 June 2023
27 July 2022
1 July 2022 - 30 June 2025
30 June 2025
18.81
436,817
592,146
27 October 2022
1 July 2022 - 30 June 2025
30 June 2025
18.81
61,950
61,950
22 November 2022
1 July 2022 - 30 June 2025
30 June 2025
18.81
3,022
12,088
25 October 2023
1 July 2023 - 30 June 2026
30 June 2026
17.92
574,305
-
As at 30 June
1,076,094
666,184
103
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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 2024 was $8.38.
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 2024 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
%
PRs are granted for no consideration
and Group's share price growth over
a 3 year vesting period
17.92
25
October
2023
August
20261
16.74
35.00
3.43
4.25
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 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
%
PRs are granted for no consideration
and Group's share price growth over
a 3 year vesting period
18.81
27
July
2022
August
20251
17.72
35.00
1.00
3.00
PRs are granted for no consideration
and Group's share price growth over
a 3 year vesting period
18.81
27
October
2022
August
20251
17.47
35.00
1.00
3.00
PRs are granted for no consideration
and Group's share price growth over
a 3 year vesting period
18.81
22
November
2022
August
20251
16.47
35.00
1.00
3.00
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.
104
Notes to the Consolidated
Financial Statements
Note 29. Share-based payments (continued)
The following table summarises the movement in SARs granted under the plan:
2024
Number
of SARs
2023
Number
of SARs
Opening balance
1,883,000
4,812,500
Granted during the year
-
-
Vested during the year
-
(2,417,000)
Forfeited or lapsed during the year
(1,210,584)
(512,500)
As at 30 June
672,416
1,883,000
Vested and exercisable at 30 June
170,767
939,741
SARs outstanding at the end of the year have the following performance periods.
Grant date
Performance period
Number
of SARs
30 June 2024
Number
of SARs
30 June 2023
1 July 2021
1 July 2021 - 30 June 2023
-
879,000
1 July 2021
1 July 2021 - 30 June 2024
609,916
879,000
28 October 2021
1 July 2021 - 30 June 2023
-
62,500
28 October 2021
1 July 2021 - 30 June 2024
62,500
62,500
672,416
1,883,000
609,916 and 62,500 SARs granted on 1 July 2021 and 28 October 2021, respectively, with a performance period ending
30 June 2024, lapsed without value as the volume weighted average price (VWAP) of CTM’s shares in the 5 trading days
prior to 30 June 2024, $13.52, 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 FY24. 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.
The fair value model inputs for PRs granted during the year ended 30 June 2022 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
%
SARs are granted for no consideration
and vest based on the Group's
Earnings per Share growth over
a 3 year vesting period
21.19
1 July 2021
August
20241
21.32
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 3 year vesting period
21.19
28
October
2021
August
20241
24.00
32.00
1.00
0.25
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.
105
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 29. Share-based payments (continued)
Expenses arising from SARs and PRs
An expense for the year of $2,997,000 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
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.
106
Notes to the Consolidated
Financial Statements
Note 30. Interest in other entities
(a) Subsidiary entities
The Group’s subsidiary entities at 30 June 2024 are set out in the following table. Unless otherwise stated, each entity has
share capital consisting solely of ordinary shares that are held by the Group, and the proportion of ownership interests held
equals the voting rights held by the Group. The country of incorporation or registration is also their principal place of business.
Company
Region
Country
Ownership
2024
%
Ownership
2023
%
Corporate Travel Management Group Pty Ltd1
ANZ
Australia
100.00
100.00
Floron Nominees Pty Ltd
ANZ
Australia
100.00
100.00
Sainten Pty Ltd
ANZ
Australia
100.00
100.00
ETM Travel Pty Ltd
ANZ
Australia
100.00
100.00
Travelogic Pty. Limited
ANZ
Australia
100.00
100.00
Andrew Jones Travel Pty Ltd2
ANZ
Australia
-
100.00
Travelcorp (Aust) Pty Ltd
ANZ
Australia
100.00
100.00
Tramada Holdings Pty Ltd
ANZ
Australia
100.00
100.00
Tramada International Pty Ltd
ANZ
Australia
100.00
100.00
Tramada Systems Pty Ltd
ANZ
Australia
100.00
100.00
CTM Finance Pty Ltd
ANZ
Australia
100.00
100.00
QBT PTY Ltd1
ANZ
Australia
100.00
100.00
TravelEdge Pty Ltd
ANZ
Australia
100.00
100.00
Inspire Travel Management Pty Ltd
ANZ
Australia
100.00
100.00
Show Group Pty Ltd
ANZ
Australia
100.00
100.00
STA Travel Academic Pty Ltd
ANZ
Australia
100.00
100.00
Nexus Point Travel Pty Ltd
ANZ
Australia
100.00
100.00
Granted Worldwide Pty Ltd
ANZ
Australia
100.00
100.00
Communico Services Pty Ltd
ANZ
Australia
100.00
100.00
1000 Mile Travel Group Pty Ltd
ANZ
Australia
100.00
100.00
Corporate Travel Management (New Zealand) Limited1
ANZ
New Zealand
100.00
100.00
CTMNZ Holdings Ltd
ANZ
New Zealand
100.00
100.00
Atlantic & Pacific Business Travel Ltd
ANZ
New Zealand
100.00
100.00
Atlas Limited
ANZ
New Zealand
100.00
100.00
Show Group (NZ) Ltd
ANZ
New Zealand
100.00
100.00
CTMNA Holdings Limited1
North America
United States of America
100.00
100.00
Corporate Travel Management North America Inc1
North America
United States of America
100.00
100.00
Travefy Incorporated
North America
United States of America
10.00
10.00
TTRE Inc
North America
United States of America
100.00
100.00
TTINV Inc
North America
United States of America
100.00
100.00
2120 Tower LLC
North America
United States of America
37.78
37.78
Corporate Travel Management (CAN) Limited
North America
Canada
100.00
100.00
Corporate Travel Management (UK) Limited
Europe
United Kingdom
100.00
100.00
1
These subsidiary entities have been granted relief from the necessity to prepare financial reports in accordance with Class Order 2016/785 issued by the
Australian Securities and Investments Commission. For further information refer note 33 'Deed of cross guarantee'.
107
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 30. Interest in other entities (continued)
Company
Region
Country
Ownership
2024
%
Ownership
2023
%
Corporate Travel Management (Europe) Limited
Europe
United Kingdom
100.00
100.00
Corporate Travel Management (North) Limited
Europe
United Kingdom
100.00
100.00
Portall Travel Limited
Europe
United Kingdom
100.00
100.00
Corporate Travel Management (United Kingdom) Ltd
Europe
United Kingdom
100.00
100.00
Radius Travel WTT Limited2
Europe
United Kingdom
-
100.00
Travel and Transport UK Limited
Europe
United Kingdom
100.00
100.00
Statesman Travel Limited
Europe
United Kingdom
100.00
100.00
Statesman Travel Services Limited
Europe
United Kingdom
100.00
100.00
Corporate Travel Management (France) SAS
Europe
France
100.00
100.00
Corporate Travel Management (Germany) GmbH
Europe
Germany
100.00
100.00
Corporate Travel Management (Netherlands) BV
Europe
Netherlands
100.00
100.00
Corporate Travel Management (Switzerland) GmbH
Europe
Switzerland
100.00
100.00
Corporate Travel Management (Sweden) AB
Europe
Sweden
100.00
100.00
Corporate Travel Management (Czech Republic) s.r.o.2
Europe
Czechoslovakia
-
100.00
Corporate Travel Management (Norway) AS
Europe
Norway
100.00
100.00
Corporate Travel Management (Denmark) Aps2
Europe
Denmark
-
100.00
Corporate Travel Management (Hungary) Kft2
Europe
Hungary
-
100.00
Corporate Travel Management (Poland) SP. z.o.o
Europe
Poland
100.00
100.00
MFG Reisen GmbH3
Europe
Germany
-
40.00
Travellinspector GmbH Schweiz3
Europe
Switzerland
-
40.00
Statesman Travel Services Private Limited
Europe
India
99.99
99.99
Wealthy Aim Investments Limited
Asia
British Virgin Islands
75.10
75.10
Westminster Travel Limited
Asia
Hong Kong
75.10
75.10
Far Extent Investments Limited
Asia
Hong Kong
75.10
75.10
Profit Shine Holdings Limited
Asia
British Virgin Islands
75.10
75.10
Bees.Travel Limited
Asia
Hong Kong
75.10
75.10
Corporate Travel Management Limited
Asia
Hong Kong
75.10
75.10
CTM Overseas Education Centre Limited
Asia
Hong Kong
75.10
75.10
Lotus Travel Group Limited
Asia
British Virgin Islands
75.10
75.10
Lotus Tours Limited
Asia
Hong Kong
75.10
75.10
Memory Holidays Limited2
Asia
Hong Kong
-
75.10
Westminster Travel Limited (Taiwan)
Asia
Taiwan
75.10
75.10
Westminster Travel Consultancy (Guangzhou) Limited
Asia
People's Republic of China
75.10
75.10
Guangzhou Anlu Travel Service Co Ltd
Asia
People's Republic of China
75.10
75.10
Corporate Travel Management (Japan) Limited
Asia
Japan
75.10
75.10
Corporate Travel Management (S) Pte. Ltd
Asia
Singapore
75.10
75.10
Universal Advisory Pte Ltd
Asia
Singapore
75.10
75.10
Safe2travel Pte Ltd
Asia
Singapore
72.47
72.47
Yesrooms Pte Ltd2
Asia
Singapore
-
72.47
Holiday House Pte Ltd2
Asia
Singapore
-
72.47
2
These entities were deregistered during the period.
3
Interest in this entity was disposed during the period.
108
Notes to the Consolidated
Financial Statements
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.
2024
$'000
2023
$'000
Summarised Statement of Financial Position
Current assets
142,072
122,977
Current liabilities
(96,015)
(81,774)
Current net assets
46,057
41,203
Non-current assets
78,737
76,415
Non-current liabilities
(13,148)
(10,807)
Non-current net assets
65,589
65,608
Net assets
111,646
106,811
Accumulated NCI of the subsidiary
15,807
14,930
Summarised Statement of Profit or Loss and Other Comprehensive Income
Revenue and other income
64,103
51,379
Profit for the year
7,836
4,796
Other comprehensive income for the year
(9)
3,256
Total other comprehensive gain for the year
7,827
8,052
Profit for the year, allocated to NCI
1,933
1,196
Dividends paid to NCI
(937)
-
Summarised Statement of Cash Flows
Cash flows from operating activities
43,534
10,608
Cash flows (used) in investing activities
(4,405)
(2,467)
Cash flows (used) in financing activities
(28,632)
(11,624)
Net increase/(decrease) in cash and cash equivalents
10,497
(3,483)
109
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
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
2024
$'000
2023
$'000
Short-term
5,056
6,352
Post-employment
167
127
Long-term benefits
126
65
Share-based payments
933
906
Total KMP compensation
6,282
7,450
Detailed remuneration disclosures are provided in the Remuneration Report.
(d) Transactions with other related parties
During FY24, a deferred consideration amount of $700,000 was paid to Greg McCarthy (CEO of Australia and New Zealand)
in relation to the acquisition of SCT Travel Group Pty Ltd, trading as Platinum Travel Corporation.
(e) 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 2024.
110
Notes to the Consolidated
Financial Statements
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
2024
$'000
2023
$'000
Profit after income tax
58,797
71,669
Total comprehensive income
58,797
71,669
Statement of financial position
2024
$'000
2023
$'000
Total current assets
14,356
38,112
Total assets
1,108,208
1,135,928
Total current liabilities
45,866
16,643
Total liabilities
90,994
96,497
Net assets
1,017,214
1,039,431
Equity
2024
$'000
2023
$'000
Contributed equity
923,723
949,804
Share-based payments reserve
292
(1,809)
Retained earnings
93,199
91,436
Total equity
1,017,214
1,039,431
(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 2024 or 30 June 2023.
(d) Contractual commitments
The parent did not have any contractual commitments as at 30 June 2024 or 30 June 2023.
111
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 32. Parent entity information (continued)
Accounting policy
The financial information for the parent entity, Corporate Travel Management Limited, has been prepared on the same
basis as the consolidated financial statements, except as follows:
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for at
cost in the financial statements of Corporate Travel
Management Limited.
(ii) Tax consolidation legislation
Corporate Travel Management Limited and its wholly-
owned Australian controlled entities have implemented
tax consolidation 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.
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.
112
Notes to the Consolidated
Financial Statements
Note 33. Deed of cross guarantee
Corporate Travel Management Limited, Corporate Travel Management Group Pty Ltd, QBT Pty Ltd, Corporate Travel
Management (New Zealand) Limited, 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 2024 of the closed group.
Statement of profit or loss and other comprehensive income
2024
$'000
2023
$'000
Revenue
462,059
454,827
Other income
69,182
77,804
Purchases and other direct costs
(9,576)
(9,524)
Employee benefits
(308,526)
(312,935)
Depreciation and amortisation
(2,264)
(39,301)
Information technology and telecommunications
(39,487)
(49,755)
Travel and entertainment
(54,148)
(4,431)
Occupancy
(3,788)
(3,237)
Administrative and general
(23,269)
(21,530)
Operating profit
90,183
91,918
Finance costs
(8,476)
(127)
Profit before income tax
81,707
91,791
Income tax (expense)
(7,335)
(8,311)
Profit after income tax
74,372
83,480
Other comprehensive loss
Exchange differences on translation of foreign operations
(1,340)
(2,172)
Other comprehensive loss for the year, net of tax
(1,340)
(2,172)
Total comprehensive income for the year
73,032
81,308
Summary of movements in retained earnings
2024
$'000
2023
$'000
Retained earnings at the beginning of the financial year
169,910
102,526
Profit after income tax
74,372
83,480
Dividends paid
(57,033)
(16,096)
Retained earnings at the end of the financial year
187,249
169,910
113
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 33. Deed of cross guarantee (continued)
Statement of financial position
2024
$'000
2023
$'000
Current assets
Cash and cash equivalents
41,823
73,941
Trade and other receivables
168,749
148,404
Inventories
1,310
1,867
Income tax receivable
962
543
Other assets
4,811
4,757
217,655
229,512
Non-current assets
Financial assets at fair value through profit or loss
1,049
1,050
Investments
879,409
874,665
Property, plant and equipment
5,240
6,901
Right-of-use assets
19,848
21,623
Intangible assets
699,500
697,730
Deferred tax assets
18,183
24,841
1,623,229
1,626,810
Total assets
1,840,884
1,856,322
Current liabilities
Trade and other payables
121,323
129,624
Lease liabilities
4,547
6,442
Related Party
55,866
22,254
Provisions
11,404
12,852
193,140
171,172
Non-current liabilities
Trade and other payables
33
106
Lease liabilities
16,830
17,043
Related Party
38,443
76,385
Provisions
1,582
1,011
56,888
94,545
Total liabilities
250,028
265,717
Net assets
1,590,856
1,590,605
Equity
Contributed equity
1,412,482
1,432,302
Reserves
(8,875)
(11,607)
Retained earnings
187,249
169,910
Total equity
1,590,856
1,590,605
114
Notes to the Consolidated
Financial Statements
Note 34. Auditors’ remuneration
The auditor of the Group is PricewaterhouseCoopers.
2024
$
2023
$
Audit services - PricewaterhouseCoopers
Audit or review of the financial statements
733,988
602,904
Other services - PricewaterhouseCoopers
Assurance services
-
-
Tax compliance services
-
71,825
Tax advisory services
83,985
46,000
Other advisory services
6,500
-
Total remuneration of other services
90,485
117,825
Total remuneration of PricewaterhouseCoopers Australia
824,473
720,729
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
1,439,839
1,428,690
Other assurance services
-
37,431
Tax compliance services
140,652
89,996
Tax advisory services
30,068
37,005
Total remuneration of PricewaterhouseCoopers network firms
1,610,559
1,593,122
Non-PricewaterhouseCoopers firms:
Services in relation to the entity and any other entity in the consolidated group:
Audit and review of the financial report
109,449
192,018
Total remuneration of Non-PricewaterhouseCoopers firms
109,449
192,018
115
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Notes to the Consolidated
Financial Statements
Note 35. Summary of material 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.
The accounting policies that are material to the Group
are set out either in the respective notes or below. The
accounting policies adopted are consistent with those
of the previous financial year, unless otherwise stated.
(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.
116
Notes to the Consolidated
Financial Statements
Note 36. Events after the reporting period
No matter or circumstance has arisen since 30 June 2024 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.
117
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Consolidated Entity
Disclosure Statement
As at 30 June 2024
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Country of
incorporation
Australian
resident
or foreign
resident
Countries of
residence for
tax purpose
Corporate Travel Management Limited
Body corporate
-
n/a
Australia
Australia
Australia
Corporate Travel Management Group Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Floron Nominees Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Sainten Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
ETM Travel Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Travelogic Pty. Limited
Body corporate
-
100.00
Australia
Australia
Australia
Travelcorp (Aust) Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Tramada Holdings Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Tramada International Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Tramada Systems Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
CTM Finance Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
QBT PTY Ltd
Body corporate
-
100.00
Australia
Australia
Australia
TravelEdge Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Inspire Travel Management Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Show Group Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
STA Travel Academic Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Nexus Point Travel Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Granted Worldwide Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Communico Services Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
1000 Mile Travel Group Pty Ltd
Body corporate
-
100.00
Australia
Australia
Australia
Corporate Travel Management
(New Zealand) Limited
Body corporate
-
100.00
New Zealand
Foreign
New Zealand
CTMNZ Holdings Ltd
Body corporate
-
100.00
New Zealand
Foreign
New Zealand
Atlantic & Pacific Business Travel Ltd
Body corporate
-
100.00
New Zealand
Foreign
New Zealand
Atlas Limited
Body corporate
-
100.00
New Zealand
Foreign
New Zealand
Show Group (NZ) Ltd
Body corporate
-
100.00
New Zealand
Foreign
New Zealand
CTMNA Holdings Limited
Body corporate
-
100.00
United States
of America
Foreign
United States
of America
Corporate Travel Management
North America Inc
Body corporate
-
100.00
United States
of America
Foreign
United States
of America
TTRE Inc
Body corporate
-
100.00
United States
of America
Foreign
United States
of America
TTINV Inc
Body corporate
-
100.00
United States
of America
Foreign
United States
of America
Corporate Travel Management (CAN) Limited
Body corporate
-
100.00
Canada
Foreign
Canada
118
Consolidated Entity
Disclosure Statement
As at 30 June 2024
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Country of
incorporation
Australian
resident
or foreign
resident
Countries of
residence for
tax purpose
Corporate Travel Management (UK) Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Corporate Travel Management
(Europe) Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Corporate Travel Management
(North) Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Portall Travel Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Corporate Travel Management
(United Kingdom) Ltd
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Travel and Transport UK Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Statesman Travel Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Statesman Travel Services Limited
Body corporate
-
100.00
United
Kingdom
Foreign
United
Kingdom
Corporate Travel Management (France) SAS
Body corporate
-
100.00
France
Foreign
France
Corporate Travel Management
(Germany) GmbH
Body corporate
-
100.00
Germany
Foreign
Germany
Corporate Travel Management
(Netherlands) BV
Body corporate
-
100.00
Netherlands
Foreign
Netherlands
Corporate Travel Management
(Switzerland) GmbH
Body corporate
-
100.00
Switzerland
Foreign
Switzerland
Corporate Travel Management (Sweden) AB
Body corporate
-
100.00
Sweden
Foreign
Sweden
Corporate Travel Management (Norway) AS
Body corporate
-
100.00
Norway
Foreign
Norway
Corporate Travel Management (Poland) SP.
z.o.o
Body corporate
-
100.00
Poland
Foreign
Poland,
United
Kingdom1
Statesman Travel Services Private Limited
Body corporate
-
99.99
India
Foreign
India
Wealthy Aim Investments Limited
Body corporate
-
75.10
British Virgin
Islands
Foreign
Not applicable2
Westminster Travel Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
Far Extent Investments Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
Profit Shine Holdings Limited
Body corporate
-
75.10
British Virgin
Islands
Foreign
Not applicable2
Bees.Travel Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
Corporate Travel Management Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
CTM Overseas Education Centre Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
Lotus Travel Group Limited
Body corporate
-
75.10
British Virgin
Islands
Foreign
Not applicable2
Lotus Tours Limited
Body corporate
-
75.10
Hong Kong
Foreign
Hong Kong
Westminster Travel Limited (Taiwan)
Body corporate
-
75.10
Taiwan
Foreign
Taiwan
1
This entity is tax resident in its country of incorporation. It has also been determined to be a tax resident of the United Kingdom under the domestic income
tax law of the United Kingdom. This entity is in the process of liquidation.
2
For the purposes of the British Virgin Islands domestic tax law, tax residency is not a relevant consideration for determining the taxability of corporate entities
and income tax is not currently imposed.
119
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Consolidated Entity
Disclosure Statement
As at 30 June 2024
Type of entity
Trustee,
partner or
participant
in JV
% of
share
capital
Country of
incorporation
Australian
resident
or foreign
resident
Countries of
residence for
tax purpose
Westminster Travel Consultancy
(Guangzhou) Limited
Body corporate
-
75.10
People's
Republic
of China
Foreign
People's
Republic
of China
Guangzhou Anlu Travel Service Co Ltd
Body corporate
-
75.10
People's
Republic
of China
Foreign
People's
Republic
of China
Corporate Travel Management (Japan)
Limited
Body corporate
-
75.10
Japan
Foreign
Japan
Corporate Travel Management (S) Pte. Ltd
Body corporate
-
75.10
Singapore
Foreign
Singapore
Universal Advisory Pte Ltd
Body corporate
-
75.10
Singapore
Foreign
Singapore
Safe2travel Pte Ltd
Body corporate
-
72.47
Singapore
Foreign
Singapore
Basis of preparation
This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001.
It includes certain information for each entity that was part of the consolidated entity as at the end of the financial year
in accordance with AASB 10 Consolidated Financial Statements.
Determination of tax residency
Section 295 (3A)(vi) of the Corporations Act 2001 defines tax residency as having the meaning in the Income Tax
Assessment Act 1997. The determination of tax residency involves judgement as there are different interpretations
that could be adopted, and which could give rise to a different conclusion on residency.
In determining tax residency, the consolidated entity has applied the following interpretations:
Australian tax residency
The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax
Commissioner's public guidance in Tax Ruling TR 2018/5.
Foreign tax residency
Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in its
determination of tax residency to ensure compliance with applicable foreign tax legislation.
120
Directors'
Declaration
In the Directors' opinion:
—
the financial statements and notes set out on pages 58 to 117 are in accordance with the Corporations Act 2001, including:
the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance
for the financial year ended on that date; and
—
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 material accounting policies' to
the financial statements; and
—
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
—
the Consolidated Entity Disclosure Statement on pages 118 to 120 is true and correct; and
—
at the date of this declaration, there are reasonable grounds to believe that the members of the extended closed
group identified in note 33 'Deed of cross guarantee' 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
21 August 2024
Brisbane
Jamie Pherous
Managing Director
121
ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
Independent
Auditor's Report
To the members of Corporate Travel Management Limited
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 2024 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 financial report comprises:
•
the consolidated statement of financial position as at 30 June 2024
•
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, including material accounting policy
information and other explanatory information
•
the consolidated entity disclosure statement as at 30 June 2024
•
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
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.
122
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 location 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 and 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.
Audit scope
Key audit matters
•
Our audit focused on where the Group made subjective
judgements; for example, significant accounting
estimates involving assumptions and inherently
uncertain future events.
•
In establishing the overall approach for the Group audit,
we determined the type of audit work that needed to be
performed by us, as the Group engagement team, and
determined the nature, timing and extent of involvement
of the component auditors in the USA, Hong Kong and
the UK operating under our instruction. We structured
our audit as follows:
−
We performed audit procedures over the Australia
and 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 the 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, visiting select
locations, receiving formal interoffice reporting, as well
as attending meetings with local management.
•
Amongst other relevant topics, we
communicated the following key audit matters
to the Audit and Risk Committee:
− Recoverability assessment of the Group's
goodwill
− Recognition of the Group's revenue from
contracts with customers
•
These are further described in the Key audit
matters section of our report.
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
To the members of Corporate Travel Management Limited (Continued)
Independent
Auditor's Report
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context.
Key audit matter
How our audit addressed the key audit matter
Recoverability assessment of the Group's goodwill
(Refer to note 10 and 25)
The financial report of the Group includes goodwill of
$900.2m as at 30 June 2024.
The goodwill is allocated to four cash generating units
(CGUs) which include Australia and New Zealand,
North America, Europe and Asia.
To determine whether the carrying value of these
assets was recoverable, the Group prepared
discounted cash flow models (the impairment models)
under a value in use (VIU) methodology using
Management’s internal and external data.
This was a key audit matter given the financial
significance of the Group’s recorded goodwill balance
and the judgement involved in determining
assumptions around growth rates, discount rates and
terminal values.
Our procedures included, amongst others:
•
developing an understanding of how the Group
identified assumptions and sources of data
•
developing an understanding of the relevant key
controls associated with developing the
impairment models
•
assessing whether the CGUs identified by the
Group and the assets and liabilities, including the
allocation of corporate assets and overheads
allocated to them was reasonable and consistent
with our knowledge of the Group’s operations and
internal reporting
•
evaluating whether judgements made in selecting
the methodology used, significant assumptions,
and data for developing the impairment models
gave rise to indicators of possible bias by the
Group
•
testing the mathematical accuracy, on a sample
basis, of the impairment models’ calculations
•
evaluating the appropriateness of significant
assumptions in the context of Australian
Accounting Standards. This included:
−
comparing growth rate assumptions to
alternative assumptions used in the industry
−
evaluating the appropriateness of the discount
rates applied by the Group by comparing to
market and other relevant sources
−
comparing the forecast cash flows used to
develop the impairment models to the most
up-to-date budgets formally approved by the
Board
−
evaluating the appropriateness of inputs used
to calculate the terminal value of each CGU
−
evaluating the Group’s historical ability to
124
To the members of Corporate Travel Management Limited (Continued)
Independent
Auditor's Report
Key audit matter
How our audit addressed the key audit matter
forecast future cash flows by comparing
budgets with reported actual results for the
past three-years
−
discussing with the Group the plans, goals,
and objectives of the Group, and considering
the feasibility and intent to carry out such
courses of action
•
evaluating the Group’s sensitivity analysis on the
significant assumptions used in the impairment
models to assess under which assumptions an
impairment would occur and whether this was
reasonably possible
•
evaluating the reasonableness of the disclosures
against the requirements of Australian Accounting
Standards.
Recognition of the Group's revenue from contracts
with customers
(Refer to note 4)
The Group’s revenue of $710.4m includes the streams
of revenue identified in note 4 and is driven by the
provision of travel management and accommodation
agency services under contracts with customers and
suppliers.
The recognition of revenue is dependent upon the
terms of the underlying contracts with customers and
suppliers and the resulting performance obligations, as
well as the transaction price that is allocated to the
performance obligations.
This was a key audit matter given the financial
significance of the Group’s revenue and judgement
applied by the Group in the identification of the
performance obligations, determination of standalone
selling prices, progress towards satisfaction of the
performance obligations and therefore the timing and
amount of revenue recognised.
Our procedures included, amongst others:
•
developing an understanding of and evaluating the
Group’s revenue recognition methodology with
reference to Australian Accounting Standards
•
selecting a sample of contracts and inspecting the
relevant contract terms to assess whether the
individual characteristics of each contract were
appropriately accounted for, including any
modifications of contracts that occurred during the
financial year. This included obtaining an
understanding of how the Group:
−
identifies performance obligations to the
relevant customers
−
the judgements used in determining the
standalone selling price of performance
obligations
−
the judgements used in forecasting and
determining progress towards the satisfaction
of the performance obligations and
−
assessing the Group’s entitlement to revenue
recognised under the contractual terms of the
arrangements
•
agreeing a sample of revenue transactions for
each stream to supporting documents including
amongst others, customer and supplier
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ANNUAL REPORT 2024
CORPORATE TRAVEL MANAGEMENT
To the members of Corporate Travel Management Limited (Continued)
Independent
Auditor's Report
Key audit matter
How our audit addressed the key audit matter
agreements, invoices, remittances and bank
statements
•
evaluating the reasonableness of the disclosures
against the requirements of Australian Accounting
Standards.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2024, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon through our opinion on the financial report. We
have issued a separate opinion on the remuneration report.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report in accordance
with Australian Accounting Standards and the Corporations Act 2001, including giving a true and fair
view, and for such internal control as the directors determine is necessary to enable the preparation of
the financial report that is free from material misstatement, whether due to fraud or error.
In 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.
126
To the members of Corporate Travel Management Limited (Continued)
Independent
Auditor's Report
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our
auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in the directors’ report for the year ended 30 June
2024.
In our opinion, the remuneration report of Corporate Travel Management Limited for the year ended 30
June 2024 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Kim Challenor
Brisbane
Partner
21 August 2024
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CORPORATE TRAVEL MANAGEMENT
Shareholder
Information
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number of holders
of ordinary shares
Securities
% of Total
Securities
1 to 1,000
12,841
4,722,925
3.27
1,001 to 5,000
5,696
12,626,764
8.73
5,001 to 10,000
808
5,750,495
3.98
10,001 to 100,000
459
10,288,379
7.11
100,001 and over
56
111,260,373
76.91
Total
19,860
144,648,936
100.00
Holding less than a marketable parcel
962
20,001
-
Based on the Company’s closing share price on 11 July 2024 ($13.46), there were 962 holders of less than a marketable parcel
of ordinary shares and together they hold 20,001 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
26,541,873
18.35
2. J P Morgan Nominees Australia Pty Limited
22,339,966
15.44
3. HSBC Custody Nominees (Australia) Limited
20,117,303
13.91
4. Pherous Holdings Group Pty Ltd
16,500,000
11.41
5. BNP Paribas Nominees Pty Ltd (Agency Lending DRP A/C)
6,252,806
4.32
6. National Nominees Limited
1,746,258
1.21
7. BNP Paribas Nominees Pty Ltd (HUB24 Custodial Serv Ltd DRP)
1,543,878
1.07
8. Matimo Pty Ltd (Matimo A/C)
1,451,807
1.00
9. Helloworld Group Pty Ltd
1,390,659
0.96
10. BNP Paribas Nominees Pty Ltd (DRP)
1,223,025
0.85
11. Ms Helen Logas
1,000,497
0.69
12. HSBC Custody Nominees (Australia) Limited (Nt-Commwlth Super Corp A/C)
746,965
0.52
13. LJP2 Pty Ltd
700,000
0.48
14. Mirrabooka Investments Limited
664,000
0.46
15. Glenn Hargraves Investments Pty Limited
570,000
0.39
16. Shamiz Pty Ltd (Sami Superfun A/C)
567,107
0.39
17. Mr Tian Yu Ma
539,077
0.37
18. HSBC Custody Nominees (Australia) Limited
423,919
0.29
19. HSBC Custody Nominees (Australia) Limited - A/C2
361,669
0.25
20. Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
359,866
0.25
Top 20 Holders
105,040,675
72.61
Remaining Holders balance
39,608,261
27.39
Grand Total
144,648,936
100.00
Unquoted equity securities
Number
on issue
Number
of holders
Share Appreciation Rights
672,416
49
Performance Rights
1,076,094
90
The shareholder information set out below was applicable as at 11 July 2024.
128
Shareholder
Information
The shareholder information set out below was applicable as at 11 July 2024.
Substantial holders
As at 11 July 2024, the Company has been notified of the following substantial holders (including associate holdings):
Number held
Ordinary shares
% of total
shares issued
Jamie Pherous
17,287,500
11.95
Bennelong Australian Equity Partners
13,288,630
9.19
First Sentier Investors - Australian Small and Mid-Cap Companies
8,975,943
6.21
AustralianSuper
8,954,360
6.19
ECP Asset Management
7,452,927
5.15
Voting rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares voting rights
On a show of hands, every member present at a meeting in person or by proxy shall have one vote. Upon a poll, each share
shall have one vote. There are currently no options held.
Share Appreciation Rights
Share appreciation rights have no voting rights.
Performance Rights
Performance rights have no voting rights.
Securities purchased on-market
During FY24, a total of 6,268 ordinary shares were acquired on market for the purposes of the Company’s employee equity
plans and the average price per share purchased was $16.11.
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ANNUAL REPORT 2024
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As at 30 June 2024
Corporate
Directory
Directors
Ewen Crouch AM
Jamie Pherous
Sophie Mitchell
Jon Brett
Marissa Peterson
Secretary
Shelley Sorrenson
Annual General Meeting
The Annual General Meeting of Corporate Travel Management Limited
is scheduled to be held on 31 October 2024 at 11.00 (AEST).
Registered office
in Australia
Level 9, 180 Ann 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 Exchange (ASX).
Website address
travelctm.com/global/
ABN
17 131 207 611
130
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CORPORATE TRAVEL MANAGEMENT
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CORPORATE TRAVEL MANAGEMENT
Registered Office:
Corporate Travel Management Limited
Level 9, 180 Ann Street, Brisbane QLD 4000
investor.travelctm.com.au