Crown Limited Annual Report 2012 Australia’s Leading Integrated Resort Company Crown Limited ABN 39 125 709 953 Annual General Meeting Tuesday 30 October 2012 10.00 am (Perth time) Astral Ballroom, Convention Centre Crown Perth, Great Eastern Highway, Perth Financial Calendar Record date for dividend – 28 September 2012 Payment of final dividend – 12 October 2012 Annual General Meeting – 30 October 2012 2013 interim results – February 2013 Crown has created two of Australia’s premier tourism assets, cementing our position as one of the region’s leading operators of integrated resorts. 1 Executive Chairman’s Letter 6 Chief Executive Officer’s Report 8 Portfolio of Integrated Resort Assets 10 Crown Melbourne 14 Crown Perth 18 Melco Crown Entertainment 20 Aspinall’s Club 20 Other Investments 21 Sustainability Report 52 Remuneration Report 77 Financial Report 29 Corporate Governance Statement 73 Auditor’s Independence Declaration 134 Shareholder Information 38 Nevada Information Statement 74 Independent Auditor’s Report 136 Additional Information 42 Directors’ Statutory Report 76 Directors’ Declaration 137 Corporate Information Executive Chairman’s Letter “ Our goal is to make Crown a leading global luxury brand.” James Packer Executive Chairman Crown Limited Dear fellow shareholders, I am pleased to present Crown Limited’s 2012 Annual Report. For the fi nancial year ended 30 June 2012, Crown announced a net profi t of $513.3 million, an increase of 53% on 2011. A fi nal dividend of 19 cents per share, franked to 50%, was announced, bringing the total dividend for the year to 37 cents per share. Overall, this was a solid result given softening domestic consumer sentiment and disruptions due to refurbishments at our Australian resorts. Despite ongoing weakness in the tourism sector over the last year, Crown demonstrated that, by providing fi rst class facilities, we can continue to attract a greater number of domestic and international visitors. Crown also benefi ted from Melco Crown Entertainment’s strong result in Macau. Crown remains focused on delivering the highest quality service in all segments of our business and investing in our employees, who are our most valuable asset. We also continue to invest in Australia’s tourism infrastructure, demonstrating our confi dence in the future of Australia’s economy and in the ability of our integrated resorts to effectively compete as world-class tourist destinations. Specifi cally, Crown has shown its long-term commitment to Perth with our decision to re-brand Burswood to Crown Perth, enabling the property to leverage off our internationally recognised Crown brand. In addition, we are investing $568 million in the development of a new six-star, luxury hotel, to be known as Crown Towers Perth. The 500-room luxury hotel will add to the accommodation offerings at Crown Perth and will be a major boost to the local economy . In the year ahead, we will be focusing on the performance of Crown Melbourne and Crown Perth and management of their capital expenditure projects. We will continue to work with Melco Crown Entertainment on opportunities for further development of this business in Macau and the region. We are also looking forward to working exclusively with Lend Lease in relation to the proposed development of a world-class, six-star hotel resort at Barangaroo South in Sydney. To ensure that Crown Melbourne and Crown Perth remain among Australia’s most visited tourist destinations, we will continue to work closely with governments at all levels, as well as our other stakeholders. On behalf of the Board, I wish to thank Crown’s management and staff for their valued contributions during 2012. I would also like to thank you for your continued support and interest as a shareholder of Crown Limited. Yours faithfully, James Packer Executive Chairman Crown Limited Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 1 Hotels The fi ve hotels at Crown’s two integrated resorts offer guests premium to luxury accommodation with world-class amenities that include swimming pools, day spas, and luxury villas. With over one million guest nights1 this year, Crown’s hotels provided our local, interstate and international guests with an excellent range of accommodation options. 2 1. Guest nights is the sum of the number of nights stayed by each guest. Dining Crown Melbourne and Crown Perth offer customers a full range of dining experiences, and this year served over 14 million meals to our customers. There is a wide range of cuisines, and customers can choose to dine at any one of our numerous cafés and casual restaurants, while for that special occasion, both properties have outstanding premium restaurants. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 3 Gaming Crown’s integrated resorts provide guests with gaming experiences that offer everything from exclusive VIP salons for international guests to the vibrant and exciting main gaming fl oor. Entertainment Our entertainment venues and programs continue to attract audiences and entertainers from throughout Australia and from around the world. With events including rock concerts, musicals, ballets, live theatre and comedy acts, there is always something to appeal to every taste. 4 Shopping Crown’s collection of the world’s leading designers – including Louis Vuitton, Prada, Burberry, Bvlgari, Versace and Omega – offers the ultimate shopping experience. Events Crown’s outstanding event facilities can host everything from large-scale corporate conferences to exclusive meetings, gala events, weddings and banquets. Our facilities include ballrooms, conference centres and meeting rooms that can be confi gured according to requirements, ensuring that each guest experiences an impressive and memorable occasion. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 5 Chief Executive Offi cer’s Report The signifi cant capital expenditure program has ensured that Crown Melbourne and Crown Perth continue to be two of Australia’s premier tourist destinations. Our growth capital expenditure is progressively delivering benefi ts, and is expected to be earnings and value accretive for shareholders. Rowen Craigie Chief Executive Offi cer Crown Limited Overview Crown reported a normalised net profi t after tax (NPAT)1 of $415.0 million for the 12 months ended 30 June 2012, an increase of 22% on 2011. Crown Melbourne and Crown Perth achieved normalised revenue growth of 8.9% and normalised EBITDA growth of 5.1%. Crown’s operating cash fl ow was $570.7 million for the 12 months, and net debt, excluding working capital cash, was $1,688.7 million at 30 June 2012. Performance for the year ended 30 June 2012 ($m)1 Group revenue Expenditure EBITDA2 EBIT3 Normalised net profi t after tax Reported net profi t 1. Normalised 2. Earnings before interest, tax, depreciation, and amortisation 3. Earnings before interest and tax 2,727.5 (2,005.5) 722.0 503.7 415.0 513.3 From fi nancial year 2007 to date, more than $2.0 billion of capital expenditure has been undertaken across both Australian properties, reinforcing our position as one of the region’s leading operators of integrated resorts. The complex-wide capital projects completed at Crown Melbourne have included the expansion and redevelopment of our world-class VIP facilities, the upgrade of our premium gaming facilities with the opening of the new Mahogany Room, the construction of Crown Metropol Melbourne, and the redevelopment and expansion of the West End entertainment precinct. At Crown Perth, completed projects have included the expansion of the main gaming fl oor, signifi cant extension and refurbishment of the VIP facilities, and the extensive upgrade and expansion of the food and beverage offering. Ongoing projects include the refurbishment of the main gaming fl oor at Crown Melbourne, completion of the renovation of Crown Metropol Perth, the construction of Crown Perth’s multi-storey car park, and the planning for Crown Towers Perth. The signifi cant capital expenditure program has ensured that Crown Melbourne and Crown Perth continue to be two of Australia’s premier tourism destinations, capable of competing with the best in the Asian region. The investment in growth capital expenditure is progressively delivering benefi ts and is expected to be earnings and value accretive for shareholders. The re-branding of Burswood to Crown Perth, so as to align it with the internationally recognised Crown brand, is expected to increase the number of international and interstate visitors to Perth, especially from the strategically important China market. An Exclusive Dealing Agreement was signed with Lend Lease Corporation Limited (LLC) in relation to a proposed development of a world-class, six-star hotel resort at Barangaroo South in Sydney. The Exclusive Dealing Agreement provides Crown with the right to work exclusively with LLC for up to twenty-four months to reach agreement on certain key milestones for the hotel resort and to obtain the necessary approvals for the project, including those from the Barangaroo Delivery Authority and the New South Wales Government. Crown holds 10% of the shares of Echo Entertainment Group Limited (EGP), and has applied to the New South Wales and Queensland gaming regulators for approval to acquire more than 10% of EGP, subject to a condition that Crown not acquire more than 25% of shares in EGP without fi rst seeking further approval from the gaming regulators. A decision is yet to be made about granting Crown’s application. Internationally, the results from our Macau joint venture, Melco Crown Entertainment, were strong and were a major contributor to the growth in NPAT for the Group. 1. Normalised Net Profi t After Tax represents results that have been adjusted to exclude the impact of any variance from theoretical win rate on VIP program play. 6 Australian Integrated Resorts Overall, the results for Crown’s wholly-owned Australian casinos, Crown Melbourne and Crown Perth, were mixed. During the year, we saw reasonable revenue growth at both properties, although in some areas this was offset by higher operating costs. At Crown Melbourne, in particular, we saw a softening of activity in some segments of main fl oor gaming and non-gaming operations in the second half of the year, as well as the effects on operating margins of disruption due to refurbishments. Crown Perth benefi ted from the completion of some of the capital refurbishment projects at the property, especially the VIP facilities. Across the two properties, normalised main fl oor gaming revenue grew by 6.6%, VIP program play turnover grew by 18.7%, and non-gaming revenue grew by 5.1%. Normalised EBITDA from Crown Melbourne was $510.6 million, up 1% on the prior corresponding period (pcp). Reported EBITDA for the period was $564.2 million, up 10.4% or $53.1 million on the pcp. This refl ected an above theoretical win rate of 1.50%, which generated a positive EBITDA variance of $53.6 million, compared to a positive EBITDA variance of $5.4 million in the pcp when the win rate was 1.37%. A more detailed report on Crown Melbourne appears later in this Annual Report. Normalised EBITDA from Crown Perth was $226.3 million, up 15.9% on the pcp. Reported EBITDA for the period was $270.9 million, up 53.7% or $94.7 million on the pcp. This refl ected an above theoretical win rate of 1.84% which generated a positive EBITDA variance of $44.6 million, compared to a negative EBITDA variance of $19.0 million in the pcp when the win rate was 1.10%. A more detailed report on Crown Perth appears later in this Annual Report. Melco Crown Entertainment (MCE) MCE reported strong results for the twelve months to 30 June 2012. Crown’s share of MCE’s reported result for the year was an equity accounted profi t of $135.8 million. Crown’s share of MCE’s normalised result for the period was a profi t of $92.1 million, after adjusting for an above theoretical win rate. This solid result for MCE was primarily driven by improved operating performance in all major segments. There was an increase in gaming volumes, signifi cant improvements in mass table games hold percentages, as well as increasing contributions from the hotel, food and beverage, and entertainment segments. The Macau gaming market, as a whole, continued to show strong growth, with gross gaming revenues up 29% during the period. In the six months to June 2012, gross gaming revenues were up 19% year-on-year, although VIP revenue growth slowed. Additional information about MCE and Crown’s other investments appears later in this Annual Report. Outlook We remain focused on maximising the performance of our Australian operations and we will endeavour to minimise the disruption to customers from our capital expenditure program. We have strengthened our Asian VIP sales force and will continue to promote Crown to the region’s VIP market. We will also continue to work closely with MCE to further build the value of MCE’s businesses. I would like to sincerely thank the Board for its support, and all management and staff for their efforts in 2012. Rowen Craigie Chief Executive Offi cer Figure 1 Crown Melbourne Normalised Revenue and EBITDA Performance Figure 2 Crown Perth Normalised Revenue and EBITDA Performance m $ A D T I B E d e s i l a m r o N 600 500 400 300 200 100 0 FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 1800 1500 1200 900 600 300 0 m $ e u n e v e R d e s i l a m r o N m $ A D T I B E d e s i l a m r o N 250 200 150 100 50 0 FY99 FY00 FY01 FY02 FY03 FY04 FY05 FY06 FY07 FY08 FY09 FY10 FY11 FY12 800 640 480 320 160 0 m $ e u n e v e R d e s i l a m r o N Normalised EBITDA before Crown ownership Normalised EBITDA since change in ownership Normalised Revenue Figures 1 and 2 show a year by year comparison of the normalised revenue and EBITDA at Crown Melbourne and Crown Perth respectively. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 7 7 Portfolio of integrated resort assets Melbourne 100% owned Perth 100% owned Macau 33.6% interest (as at 30 June 2012) 8 Our goal is to create integrated resorts capable of competing with the best in the Asian region. CROWN MELBOURNE (cid:122) Crown Melbourne operates 2,500 gaming machines and has approval to operate 500 table games. (cid:122) Crown Towers Melbourne hotel has 480 guest rooms. (cid:122) Crown Metropol Melbourne hotel has 658 guest rooms. (cid:122) Crown Promenade Melbourne hotel has 465 guest rooms. (cid:122) Crown Conference Centre has 7,350 square metres of conference and meeting facilities, across three fl oors. (cid:122) Banqueting facilities include the Palladium’s 1,500-seat ballroom and the Palms’ 900-seat cabaret venue. (cid:122) A broad selection of restaurants and bars are provided in the complex, including many of Melbourne’s fi nest. (cid:122) Internationally recognised designer boutiques and retail outlets. (cid:122) Entertainment facilities include a multi-screen cinema complex, a bowling alley, and an interactive gaming auditorium. (cid:122) Two luxurious day spas. CROWN PERTH (cid:122) Crown Perth has approval to operate 2,000 gaming machines and 220 table games. (cid:122) Crown Metropol Perth hotel (formerly InterContinental Perth Burswood) has 395 guest rooms. (cid:122) Large-scale entertainment facilities include the 20,000-seat Crown Perth Dome and 2,300-seat Crown Theatre Perth. (cid:122) World-class conventions and events facilities. (cid:122) Twenty-seven restaurants and bars and (cid:122) Crown Promenade Perth hotel (formerly Holiday a nightclub. Inn Burswood) has 291 guest rooms. (cid:122) Luxury day spa and retail outlets. CITY OF DREAMS (cid:122) City of Dreams operates more than 1,350 gaming machines and approximately 440 table games. (cid:122) Crown Towers Macau hotel has approximately 300 guest rooms. (cid:122) Hard Rock hotel has approximately 300 guest rooms. (cid:122) Grand Hyatt hotel has approximately 800 guest rooms. (cid:122) More than twenty restaurants and bars. (cid:122) Wide range of retail brands. (cid:122) Iconic and spectacular show – Franco Dragone’s ‘The House of Dancing Water’ in the Theatre of Dreams. (cid:122) Other key attractions include The Bubble audio-visual experience and Club Cubic. ALTIRA (cid:122) The casino and hotel feature approximately 180 table games and approximately 200 guest rooms. MOCHA CLUBS (cid:122) A network of gaming lounges, with approximately 1,600 gaming machines. Crown Limited Annual Report 2012 | Australia’s Integrated Resort Company 9 Crown Melbourne The scale and quality of our extensive refurbishment program has further enhanced Crown Melbourne’s reputation as a world-class integrated resort. Greg Hawkins Chief Executive Offi cer Crown Melbourne Overview Crown Melbourne is Australia’s leading integrated resort, welcoming approximately 18 million local, interstate, and international visitors each year. The 550,000 square metre complex includes high-end retail outlets, premium and casual restaurants and cafés, gaming options, the Palladium ballroom, a world-class convention centre, a cinema complex, nightclubs, live entertainment venues, and three hotels with more than 1,600 premium to luxury guest rooms. Crown Melbourne is also Victoria’s largest single-site, private sector employer, with more than 8,800 people employed on site. In this fi nancial year, normalised revenue grew by 7.6% and normalised EBITDA grew by 1.0%. The growth in revenue was largely attributable to increased main fl oor gaming and VIP activity. EBITDA growth was less than revenue growth due to higher VIP costs, the effects of refurbishment disruptions, an increase in gaming machine tax, and higher fi xed costs associated with the expanded footprint of the property in advance of the full benefi ts of the upgrade being realised. Main gaming fl oor revenue grew by 6.6% for the year to $991.9 million and normalised VIP program play revenue increased by 15.0% to $481.0 million on turnover of $35.6 billion. The growth in VIP program play is attributable to the success of Crown’s continuing strategy to source new customers from China, combined with its excellent VIP facilities. Non-gaming revenue grew 1.9% to $372.1 million. Closures and disruptions during the refurbishment of a number of Crown Melbourne’s key bars and restaurants had a signifi cant effect on non-gaming activity. Two of these, Atrium Bar and Conservatory restaurant, were closed for a number of months, and since re-opening in June, have proven to be extremely popular with customers. Crown Melbourne Property Update Developments and changes continued throughout the property, the most notable of which were the extensive refurbishment and expansion of the Mahogany Room and the signifi cant redevelopment of the West End. Work on the Mahogany Room was completed in October 2011. The extension includes world-class gaming facilities, a new Mahogany Restaurant, and three private gaming salons for the exclusive use of Mahogany customers. Taking advantage of the site’s superb Yarra River frontage, there are now exterior lounge and bar areas that fl ow into the naturally-lit gaming fl oors. These refurbishments have been very well received by customers. Crown Melbourne’s premium facilities were also enhanced by the addition of Club 23 and the signifi cant upgrade of Level 29. Club 23 is a new and luxurious ultra-lounge with an expansive cocktail bar and terrace that provides some of the best views of Melbourne, while the refurbishment of the gaming salons on Level 29 included the development of an intimate 40-seat dining area. These upgrades ensure that Crown Melbourne continues to provide VIP guests with an exclusive experience in one of the world’s best VIP gaming facilities. Crown Melbourne’s VIP areas continue to receive international recognition. This year, Crown Melbourne was awarded the International Gaming Awards Casino VIP Room of the Year for its Level 39 salons, and was a fi nalist in the Victorian Property Council awards in the Best Tourism and Leisure Development category. At the West End, the gaming fl oor was transformed and now includes premium and casual gaming, a variety of excellent dining options, live entertainment, and sports streaming. This area has become a vibrant and dynamic precinct, successfully tailored to appeal to a younger demographic. 10 Mahogany Room, Crown Melbourne Mahogany Restaurant, Crown Melbourne The newly-located Crystal Club opened in September 2011, offering guests an exclusive executive lounge, complete with an al fresco dining experience. The extensively refurbished Crown Towers Spa is now one of Melbourne’s most exclusive and sophisticated spas, offering dedicated pampering areas and treatment rooms for guests, adding to their luxury experience at Crown Towers. Other signifi cant work undertaken this year includes the refurbishment of the Monte Carlo gaming room and the refurbishment and expansion of Atrium Bar. Renovations to the Conservatory restaurant added grandeur and a unique English conservatory grace to this popular restaurant. This innovative new approach to traditional buffet dining has been well received by customers. A project to rejuvenate the retail promenade was completed in November 2011. New and upgraded retail tenancies include Nine West, Bvlgari, LK Jewellery, Omega, Forever New, and Subway. In addition, signifi cant lighting and landscaping upgrades were made to the outdoor riverside boulevard, including a public art project titled “The Wall”, which was created by local artists under the direction of Melbourne artist, Adrian Doyle. In December 2011, Mings was opened in the space previously occupied by the buffet restaurant, Santé. Mings is a light-fi lled gaming room, complemented by a popular dumpling and noodle bar. Local Gaming and Crown Signature Club Crown Melbourne continues to invest in new gaming products and technology to improve the entertainment experience of customers. This year’s new products include fully automated Grand Baccarat and multi-wheel Rapid Roulette, while new ticket-in ticket-out technology complements the range of electronic table games and has increased customer satisfaction. In partnership with Caesar’s Entertainment, Crown Melbourne will be hosting the fi rst World Series of Poker championship in Australasia. To be held during April 2013, this event will be televised on the cable sports channel ESPN. Crown Melbourne continued to enhance its premium facilities, adding gaming machines to VIP gaming rooms and upgrading The Riverside Café to offer a full á la carte service. Further enhancements to The Riverside Café’s seating and décor will be made in the fi rst half of 2013. The Crown Signature Club loyalty program was expanded so that members now enjoy benefi ts beyond Crown, and a number of processes were revised to make it easier for members to accumulate membership credits. Other benefi ts provided to members and their guests included invitations to several Crown events, the Spring Racing Carnival, and the Australian Open Tennis Championship. VIP Program Play VIP Program Play turnover for the year was $35.6 billion, an increase of 15.0% on the previous year. The rate of growth of our VIP Program Play turnover slowed in the second half of the year, which is consistent with the lower growth rates reported in Macau and Singapore over the same period. Hotels, Conferences and Retail This year, Crown Melbourne’s three hotels provided over 750,000 guest nights, which is a 6% increase on the previous fi nancial year. The Conference Centre hosted over 580 events, which is a pleasing increase of approximately 10% on the previous year. Crown Towers Melbourne was awarded the 2012 Gourmet Traveller Reader’s Choice Award for Best Large Luxury Hotel, and was a fi nalist in the Tourism Accommodation Australia (TAA) State Awards for Excellence – Deluxe Accommodation Hotel of the Year. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 11 Crown Melbourne continued Club 23, Crown Melbourne Crown Metropol Melbourne pool, Crown Melbourne Crown Metropol Melbourne was awarded the 2011 Victorian Tourism Award for Luxury Accommodation and was a fi nalist in the 2011 Best Tourism and Leisure Development, awarded by the Property Council of Australia. Developments at Crown Metropol Melbourne included the opening of Mr Hive Kitchen and Bar in December 2011, the re-launch of “28” (announced as a fi nalist in the Hotel Bar of the Year in the 2012 TAA State Awards for Excellence) for a broader clientele, and an upgrade of the Crown Metropol Melbourne website. In addition, the ISIKA Day Spa and Urban Retreat was a nominee for Best Spa in the Australian Gourmet Traveller awards. Crown Promenade Melbourne’s lobby underwent a signifi cant upgrade and refurbishment, which included the installation of contemporary sculptures and other artworks, along with new carpet and furnishings. Crown Promenade Melbourne was the winner of the 2012 Superior Accommodation Hotel of the Year, and Tonic Bar was a fi nalist in the 2012 Hotel Bar of the Year, both awarded by the TAA State Awards for Excellence. Two new luxury brands, Bvlgari and Omega, opened at Crown Melbourne this year, and LK Boutique expanded and moved into a new location. Another three luxury brands have been confi rmed to open at Crown Melbourne later this year: Hugo Boss, IM Lingerie, and Paspaley Pearls. Restaurants and Bars Crown Melbourne expanded its food and beverage offering signifi cantly this year with the opening of four new food and beverage outlets in the West End. Designed to appeal to a younger demographic, these new dining options include: The Merrywell, with a contemporary pub menu; Cotta, an upmarket café; the Common Room, where guests can watch sporting action on any of the twelve TV screens; and the Premium Room. Café Baci re-opened after a signifi cant refurbishment, and Lucky Chan expanded and moved to a more central location. At the eastern end of the property, the refurbished and upgraded Atrium Bar and Conservatory restaurant opened in June 2012. Atrium Bar now offers an extensive beverage menu and Conservatory has a variety of international cuisines available from an array of interactive culinary stations. Other developments included a refurbishment of Lagerfi eld, an upgrade and expansion to Emporio della Pasta, and the conversion of Santé buffet to Mings Dim Sum. Crown Melbourne’s restaurants and bars continued to receive numerous awards. Nobu was awarded 2011 Best Asian Restaurant, and the Banqueting and Events Department was awarded Best Events Caterer, both presented by Restaurant & Catering Victoria Awards for Excellence. Other awards included both the Australian and Victorian George Mure Memorial Professional Development Award 2011 for the professional development and training of chefs undertaken at Crown Melbourne, as well as the Hall of Fame Award 2011, awarded to Crown Melbourne by Restaurant & Catering Victoria. Most recently, four of Crown Melbourne’s restaurants received awards in the 2012 Restaurant & Catering Victoria Awards for Excellence: Nobu – Best Modern Asian Restaurant; Silks – Best Chinese Restaurant; Conservatory – Best New Restaurant; and Crown Melbourne’s apprentice chef program won the George Mure Memorial Professional Development Award. Rockpool Bar & Grill was awarded two hats in the recently released Age Good Food Guide Awards, whilst both Bistro Guillaume and Spice Temple were awarded one hat. Six of Crown Melbourne’s restaurants also feature in the guide: the Atlantic; Giuseppe Arnaldo & Sons; Koko; Mr Hive; Nobu; and Silks. In addition, Spice Temple, Rockpool Bar & Grill, Sho Noodle Bar, and The Waiting Room received recognition across a number of categories. 12 In conjunction with the Victoria Racing Club and its offi cial partners, Crown Melbourne again hosted the offi cial ‘Live Site’ on the Crown Riverwalk during the Spring Racing Carnival, where an estimated 80,000 people enjoyed live entertainment, big screen racing action, give-aways, and the Riverside Carnival Bar. The Palms and Crown Melbourne’s two nightclubs, Co. and Fusion, showcased a diverse range of artists, including New Kids on the Block, Timomatic, Havanna Brown, Wayne Brady, The Voice, Burn the Floor, and Andrew Wishart. This year, Crown Conference Centre hosted over 580 conferences, providing a world-class service to more than 370 businesses and associations who chose to hold their events at Crown Melbourne. Notable events included the Shell Conference 2012, the Australian Grains Industry Conference, the Chartered Institute of Purchasing and Supply Australia (CIPSA) Conference, the Annual Conference of the Industrial Electronic Engineers Society, the ANZ Small Business Summit, and the Pfi zer National Sales Conference. Continuing a strong and long-standing partnership, Crown Melbourne also participated in the 20th Melbourne Food and Wine Festival held at the Royal Exhibition Building. The most prestigious event in the festival’s program was the Gala Dinner, which was developed by event organisers in conjunction with Crown Melbourne who provided food, staff, and equipment, as well as arranging for four international guest chefs to attend and prepare a three-course meal for over 1,000 guests. Many of Crown Melbourne’s apprentice chefs received recognition in a number of awards and competitions, including fi rst prize in the Les Toques Blanches Award, the 2011 La Chaîne des Rôtisseurs Award, the 2011 Thierry Marx Award, and the Best 2nd Year Cookery Apprentice. Other awards included a silver and a bronze medal in the State fi nal of the 2011 AUSTAFE. In addition, one of Crown Melbourne’s culinary trainers was awarded second place in the highly respected Bocuse d’Or competition. Crown Melbourne’s external Commercial Cookery apprenticeship program won the 2012 Victorian Skills Training Awards in the category Apprentice Development and is now an entrant in the 2012 Australian Training Awards, the winner of which will be announced in November 2012. Crown remains focused on providing responsible service of alcohol in order to ensure a safe and pleasant environment for all customers and employees. Demonstrating our ongoing diligence in this area, we have increased the number of RSA offi cers and continue to provide relevant staff training. Entertainment and Events This year, the Palladium ballroom again hosted some of Australia’s most notable events, including the 54th TV Week Logie Awards, the Cricket Australia Allan Border Medal, and the prestigious 2011 Presidents Cup Gala Dinner. One of the highlights was the hosting of the AFL Brownlow Medal at the Palladium, attended by over 900 guests and televised live nationally. In September 2011, Crown Melbourne and the AFL signed a landmark deal, securing the Brownlow Medal at the Palladium for a further six years, with this year’s event the fi rst of these. During Victoria’s annual Spring Racing Carnival, the Palladium was home to a number of Victoria Racing Club’s offi cial events, including the Crown Oaks Club Ladies Luncheon, and the Call of the Card. The Palladium ballroom, Crown Melbourne The Merrywell, West End, Crown Melbourne Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 13 Crown Perth Crown backs Perth with a $568 million investment in a new luxury hotel project, Crown Towers Perth. Barry Felstead Chief Executive Offi cer Crown Perth Overview Crown Perth is one of Western Australia’s largest tourist destinations, attracting more than seven million local, interstate, and international visitors each year. With approximately 5,600 people employed on site, it is also the state’s largest single-site employer. Comprised of two quality hotels, a world-class convention centre, gaming options, twenty-seven restaurants and bars, a nightclub, a 2,300-seat theatre, a 20,000-seat indoor stadium, a day spa, and retail outlets, Crown Perth provides customers with an exceptional range of entertainment and tourism offerings. This year, Crown Perth has undergone a signifi cant transformation. The large-scale and complex-wide capital expenditure program has given Crown Perth a range of hotel and VIP facilities that are among the best in the region. In addition, to leverage off the internationally recognised Crown brand, Burswood was re-branded as Crown Perth in September 2012. Crown Perth’s fi nancial results indicate the success of the signifi cant expansion and refurbishment program, which has proved to be popular with local and international guests. In this fi nancial year, normalised revenue grew by 12.1% and normalised EBITDA grew by 15.9%. Main gaming fl oor revenue grew by 6.5% for the year to $440.8 million. Normalised VIP program play revenue increased by 32.1% to $154.3 million on turnover of $11.4 billion. The increase was primarily a result of the completion of world-class VIP accommodation, and Crown’s ongoing strategy to source new players from China. Non-gaming revenue grew by 12.0% to $190.1 million, growth that is attributable to improved trading at both hotels, a strong line-up of shows at the Crown Theatre Perth, and the refurbishment and expansion of the food and beverage offering. As announced in August 2012, the planned development of the six-star Crown Towers Perth hotel will further enhance Crown Perth’s offering, enabling it to effectively compete with integrated resorts throughout the Asia-Pacifi c region. Including the initial acquisition price of the resort, the development of the new hotel will take Crown’s total investment in the Crown Perth resort to over $2.2 billion. Crown Perth Property Update Crown Perth has undergone a signifi cant transformation this year, including upgrades to the VIP facilities, hotels, restaurants, and gaming areas. This transformation has fi rmly established Crown Perth’s ability to successfully operate in the international tourism market. Of particular note was the construction and opening of the two unique and exclusive VIP Mansions at Crown Perth, the expansion of the main gaming fl oor, and the enhancement of the food and beverage offerings. The much anticipated opening of the Infi nity Sky Gaming Salon took place in October 2011. Providing premium gaming facilities and world-class service, the salon has been well received by customers, with its magnifi cent views of the Swan River and the city skyline. The completion of the Mansions, two six-star VIP villas, has reinvigorated VIP interest in the property, as they provide an exceptional level of quality and exclusivity. The level of luxury experienced by guests at the Mansions clearly showcases Crown Perth’s capacity to provide world-class products and services, particularly for international VIPs. Exceptionally well-appointed and positioned beside the new pool area, the Mansions enhance Crown Perth’s international gaming offering. The extension to the main gaming fl oor was opened in September 2012, accommodating new gaming product and complementing the contemporary entertainment facilities now offered at Crown Perth. These upgraded areas have been well received by customers and refl ect the new 14 The Mansions and Crown Metropol Perth pool, Crown Perth The Mansions’ private pool, Crown Perth level of vibrancy that Crown Perth provides to a diverse range of guests. To complement the signifi cant upgrades to the property, we are constructing a new multi-storey car park, expected to open early in 2014. and international business travellers, as well as Crown Perth’s VIP guests. It will also provide a new standard of accommodation in Perth, and fi rmly position Perth as a leading tourism destination providing resort-style experiences. Additionally, the state government has agreed not to oppose Crown Perth’s application for 500 additional gaming machines and 130 additional gaming tables, including new private gaming salons. This increase in gaming product would be rolled out over the next fi ve years, subject to the approval of the Gaming and Wagering Commission of Western Australia. Crown Perth will be working with the state government over the next three years to facilitate the smooth implementation of this signifi cant and exciting project. Crown Metropol Perth (formerly the InterContinental hotel) now offers a fi ve-star luxury accommodation experience, as the complete refurbishment and refi t of all foyers, guest rooms, suites, and a stunning new lobby area is almost complete. Another exciting project completed this year was the extensive upgrades to Crown Metropol Perth’s luxurious pool and spa area. Crown Towers Perth Crown Towers Perth will add another dimension to Crown Perth’s already extensive offering. When complete, it will be the largest hotel in Perth and will increase hotel room capacity at Crown Perth to nearly 1,200 rooms. Construction is expected to commence in early 2013, and the hotel, which will take approximately three years to complete, will comprise 500 luxury rooms as well as restaurants, bars, and resort and convention facilities. This is a timely development for Perth, as the luxury accommodation that Crown Towers Perth will provide is expected to satisfy the requirements of domestic Artist’s impression of Crown Towers Perth, Crown Perth Artist’s impression of Crown Towers Perth, Crown Perth Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 15 Crown Perth continued Infi nity Suite, Crown Perth Private dining at Crown Metropol Perth, Crown Perth Local Gaming and Crown Club This year, the local gaming operation achieved revenue growth of 6.5%. The upgraded premium facilities were the primary contributors to this growth, including the newly refurbished and relocated Riviera Room, which features high-limit table games, and the expanded Meridian Room that offers a premium gaming machine experience and a dedicated café. Investment in new gaming machine product has been well received by customers, as has the introduction of variations on traditional table games. As part of the rebranding of Crown Perth, the loyalty program has been renamed Crown Club, and now offers greater rewards and benefi ts for members. During the year, membership continued to steadily increase. VIP Program Play Recently completed luxury facilities, including the Infi nity Sky Gaming Salon and the two luxury Mansions, have positioned Crown Perth as one of the best VIP gaming destinations in the world. As a result of the development of these world-class facilities, VIP Program Play experienced solid growth in the fi nancial year, despite the strong competition from integrated resorts in South East Asia. Hotels The two hotels at Crown Perth were both re-branded in June 2012 to become Crown Metropol Perth and Crown Promenade Perth respectively. Together, they provided approximately 290,000 guest nights, with Crown Metropol maintaining its position as the leading luxury hotel in Perth, despite the extensive refurbishment program. The Crown Metropol Perth refurbishment included the development of the exclusive Infi nity Suites and signifi cant extensions to the main pool, taking advantage of Perth’s natural environment and temperate climate. The newly constructed Vegas-style outdoor pool facilities include The Enclave, comprised of six lavish, private cabanas with personal plunge pool and dedicated hosts, a quiet adult-only area, and a separate children’s pool complete with waterslides. To further enhance Crown Perth’s luxury product offerings, ISIKA Spa and ISIKA Fitness were both opened in early 2012, providing guests with the chance to indulge in a range of special treatments and consultations. Restaurants and Bars Asian restaurant Nobu opened this year and was recently awarded Best Asian Restaurant at the prestigious 2012 Savour Australia Restaurant & Catering HOSTPLUS Awards for Excellence. The Food Court also opened this year, offering an extensive and varied range of options for guests. Final upgrades are scheduled to be completed in the second half of 2012. Also in the second half of 2012, there will be several new inclusions to the restaurant and bar portfolio, including Bistro Guillaume, The Merrywell, Fusion and Groove bars, Cotta café on the main gaming fl oor, and the Junction Grill. Silks Restaurant will open in the fi rst half of 2013, replacing the current Cantonese offering, Yú. Atrium Buffet and Lobby Lounge have continued to perform well since their refurbishment and relaunch in 2010, and Carbon Sports Bar continued to trade successfully, capitalising on key events such as the Rugby World Cup and Euro 2012. 16 Crown Perth hosted a number of specialty dining experiences during the year, including the Nobu Omakase dinner and ceremonial Nobu launch, and several highly successful promotions undertaken in collaboration with Crown Perth’s premium beverage partners. During the year, a number of special offers have continued to increase customer numbers at Crown Perth’s casual restaurants Carvers, Snax, 88 Noodle Bar, and The Food Court. The quality of Crown Perth’s restaurants and bars has been recognised by several industry awards. Neil Perry’s Rockpool Bar & Grill Perth won Best Hospitality Venue and Restaurant Within a Hotel in the Australian Hotels Association’s (AHA) Hospitality Awards for Excellence, as well as Best New Restaurant, awarded by the Catering Institute of WA. Modo Mio and Yú both received Good Food Guide Gala Awards, with Modo Mio being awarded a ‘one star’, as well as winning Best Italian Restaurant – Formal in the 2012 Savour Australia Restaurant & Catering HOSTPLUS Awards for Excellence. Having won the National AHA Award for Excellence three years in a row, Carbon Sports Bar was this year inducted into the Hall of Fame as Best Sporting Entertainment Venue. One of Crown Perth’s young chefs was the national winner of La Chaîne des Rôtisseurs Jeune Commis Chef Award and represented Australia in the world fi nals in Berlin in September 2012. Crown Perth’s restaurants and bars focus on responsible service of alcohol (RSA), and continue to lead Perth’s hospitality and tourism industry in RSA policies and practices, ensuring that all guests and employees enjoy a safe and pleasant environment. Entertainment and Events Entertainment and Events produced strong year-on-year growth, driven predominately by presentation of the highly successful shows Wicked! and Mary Poppins. Both The Dome at Crown Perth and Crown Theatre Perth held a range of major events during the year that attracted more than 726,000 customers across both venues. This is an increase of more than 29% on the previous period. The Dome at Crown Perth hosted top national and international artists including Top Gear Live, Roger Waters, Nitro Circus, Taylor Swift, Miley Cyrus, Elton John, Dolly Parton, Hyundai Hopman Cup, and the Holden Netball Test Series. Crown Theatre Perth enjoyed another record year, hosting successful musicals and many live concerts with well-known performers such as Janet Jackson and John Farnham, and several performances of the British comedy quiz show, QI Live. Show packages continued to be popular, and contributed to driving business across the complex. This year, Crown Perth focused on strengthening the brand with competitive event pricing, and promotion of the complex as a one-stop destination for all event business. Major events held at Crown Perth this year included the Commonwealth Business Forum – part of the Commonwealth Heads of Government Meeting (CHOGM) – Queensbury Rules Challenge Corporate Boxing, StyleAID, Amanda Young Foundation Ball, and West Coast Eagles Club Champion Awards & 25 Year Ball. Crown Perth has also sponsored numerous local events, cultural activities, and other community-based programs. Infi nity Sky Gaming Salon, Crown Perth Production of Mary Poppins at Crown Theatre Perth, Crown Perth Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 17 Melco Crown Entertainment MCE’s solid trading result was primarily driven by the improvement in City of Dreams’ mass market table games operations, which is providing a more stable and profi table gaming mix. City of Dreams, Macau As at 30 June 2012, Crown held a 33.6% equity interest in Melco Crown Entertainment (MCE), a joint venture between Crown and Melco International Development Limited. MCE has a dual listing, it was listed on the NASDAQ in December 2006, and completed a listing by introduction to the Stock Exchange of Hong Kong in December 2011. The joint venture has two premium properties (City of Dreams and Altira Macau), operates Mocha Clubs, and has a 60% equity interest in Macau Studio City. MCE reported strong results for the twelve months to 30 June 2012. Crown’s share of MCE’s normalised profi t for the period was $92.1 million, after adjusting for an above theoretical win rate. Crown’s share of MCE’s reported profi t for the period was $135.8 million. MCE’s net debt, as at 30 June 2012, was US$531.8 million, and its net debt to shareholders equity was approximately 15%. The solid trading result was primarily driven by improved operating performance in all major segments. There was an increase in gaming volumes, signifi cant improvements in mass table games hold percentages, and increased contributions from the hotel, food and beverage, and entertainment segments. In the twelve months to 30 June 2012, the Macau gaming market as a whole continued to show strong growth, with gross gaming revenues up by 29%. However, the rate of growth in VIP revenues slowed in the second half, particularly in the fourth quarter. MCE’s 2012 June quarter results highlighted the strong year-on-year improvements in the operating fundamentals of MCE’s mass market segments, with mass market table games operations providing a more stable and profi table gaming mix, particularly at City of Dreams. 18 Macau Harbour, Macau MCE remains confi dent of the future of Macau, and believes its outlook is well supported by the long-term growth and increasing consumerism in its core feeder market, China, as well as a progressive and stable regulatory environment. Similarly, the infrastructure and development blueprint for Macau and the broader region will further support Macau’s position as the leading leisure and tourism destination in Asia. These developments include the Intercity Mass Rapid Transit rail network in China, Hong Kong-Zuhai-Macau Bridge, the permanent ferry terminal in Taipa, the Henqin Island development, and the Macau Light Rail. In the fi rst six months of 2012, Chinese visitors to Macau increased by 8.5% on the pcp, which represents approximately 60% of all visitors to Macau, while visitors from Hong Kong and Taiwan contributed 26% and 4% respectively. City of Dreams MCE opened several differentiated entertainment and dining offerings at City of Dreams this year, aimed at enhancing its appeal to the mass market. The City of Dreams Signature Club opened a new premium mass gaming area, located in the lobby of the Grand Hyatt Macau, that delivers a customised and luxurious gaming experience to key customers while setting a new standard for premium mass gaming in Macau. The fi rst Hard Rock Café in Macau was opened, providing a new and exciting dining option, and Taboo, a cabaret style, Franco Dragone inspired show, opened at Club Cubic in July 2012. These new offerings demonstrate a commitment to diversify the leisure and entertainment options available to Macau’s visitors. MCE continues to evaluate the next phase of its development plan at City of Dreams, which, subject to government approvals, will include another luxury hotel. Studio City MCE has a 60% equity interest in Studio City. In August 2012, MCE announced that the Macau Government has given formal land grant approval and permit to restart construction of the Studio City project. Studio City, a large-scale integrated resort, will include signifi cant gaming capacity, fi ve-star hotel offerings, and numerous entertainment, retail, and food and beverage outlets. It will aim to attract a diverse range of customers, focusing on the increasingly important mass market segment in Asia, particularly from China. MCE estimates that the construction cost of the Studio City project will be approximately US$1.9 billion. MCE is currently working through the fi nancing plans, which are expected to include a bank loan and other forms of debt fi nancing. With its destination theming, unique and innovative interactive attractions, and strong Asian focus, Studio City is designed to capture the increasingly important mass market segment. MCE believes that the location of Studio City, adjacent to the Lotus Bridge immigration checkpoint and one of the proposed light rail stations, is a key competitive advantage. Philippines Development In July 2012, MCE entered a memorandum of agreement with SM Group, Belle Corporation, and Premium Leisure and Amusement Inc., to form a consortium to develop and operate a casino, hotel, and retail and entertainment complex in Manila, in the Philippines. The formation of the consortium remains subject to a number of conditions precedent. MCE believes that entering a new jurisdiction offers the company an opportunity to diversify its exposure in Asia and deliver incremental sources of earnings and cash fl ow. Subject to realising the conditions of the memorandum of agreement, MCE’s contribution to the cost of this project up to its opening is estimated to be approximately US$580 million, consisting of cash, group cash fl ows, and debt fi nancing. Map showing location of the Studio City Project Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 19 Aspinall’s Club The Aspinall’s Club is a high-end London casino. It is one of only fi ve licensed casinos in London’s prime West End entertainment district. This year represents the fi rst full year of Crown’s ownership of Aspinall’s Club. Normalised EBITDA from Aspinall’s Club was $20.6 million. Reported EBITDA for the period was $1.7 million, due to a below theoretical win rate. Aspinall’s Club, London Aspinall’s Club, London Other Investments Tabcorp Holdings Limited (TAH) Crown acquired a 4.9% economic interest in TAH prior to the Tabcorp demerger. Subsequent to year end, Crown has disposed of its remaining economic interest in TAH. Echo Entertainment Group Limited (EGP) Crown acquired a 4.9% economic interest in EGP as part of the Tabcorp demerger. On 24 February 2012, Crown increased its interest in EGP to 10% and applied to the Independent Liquor and Gaming Authority of New South Wales and the Queensland Attorney General (Regulators) seeking consent to increase its voting power in EGP beyond 10%. In July 2012, Crown amended its application for regulatory approval from the Regulators to acquire more than 10% of the shares in EGP, subject to a condition that Crown not acquire more than 25% of the shares in EGP without fi rst seeking and obtaining a further approval from the Regulators. The Regulators have accepted the amendment to Crown’s application, but no decision has yet been made as to whether to grant Crown’s application. 20 Cannery Crown continues to hold a 24.5% equity share in Cannery Casino Resorts, LLC. Crown did not receive a distribution of any profi ts, nor did Crown recognise any earnings from Cannery during the period, as the investment is not equity accounted. Betfair Crown’s equity accounted share of Betfair’s net profi t was $3.1 million. The profi t includes the benefi t of a refund of overpaid GST as a result of a settlement with the Australian Tax Offi ce (ATO). Betfair’s appeal to the High Court against the judgement of the Full Federal Court in its case against Racing NSW and Harness Racing NSW was unsuccessful. Betfair remains optimistic about its position in the Australasian marketplace. Aspers Group In December 2011, the Aspers Group opened a new casino in Stratford, London, within the new Westfi eld shopping complex, which is adjacent to the 2012 Olympic Games site. Trading at the new casino has been encouraging. The Aspers Group recently won its bid for a new casino licence in Milton Keynes, and plans are underway to commence the fi t-out of the property. The casino is expected to open by the end of the 2013 fi nancial year. Sustainability Report: Our People To offer world-class service, we invest in our people – we recruit, develop and retain the best talent within the industry. Employment Headcount FY05 – FY12 13,112 13,199 12,650 14,437 13,817 11,587 10,925 10,065 16,000 14,000 12,000 10,000 8,000 6,000 4,000 2,000 0 Crown Perth Contractors Tenancies Employees Crown Melbourne Contractors Tenancies Employees 2005 2006 2007 2008 2009 2010 2011 2012 and managers, are currently undertaking training within the Australian Qualifi cations Framework. The Learning Pathways program won B-HERT’s 2011 Best Vocational Education and Training Collaboration award. Over 800,000 hours of training was delivered in fi nancial year 2012, which is a 62% increase on 2011, and there was a 12% increase in the number of employees completing a Certifi cate III qualifi cation. In total, there were over 50,000 training enrolments, which is an increase of 8.9%. Crown Melbourne has enjoyed success with a number of human resources awards. We won the 2012 Victorian Training Award in the Apprentice Development category, as well as the Organisational and Staff Development category at the Learning and Technology Impacts Awards, and the Recommended Employer award at the 2012 Australian Business Awards. We also had a trainee who was one of just four fi nalists in the Victorian Trainee of the Year award. We were a fi nalist for Best Learning and Development Strategy 2011 and Most Innovative New Media Recruitment Campaign 2011 in the Australian HR awards, the Fairfax People’s Choice for Employer of Choice 2011, and in the 2012 Victorian Training Awards – Employer of the Year. A growing number of employees have been recruited through our Indigenous Employment Program. This year, we hired fi fteen Indigenous employees, bringing the total number to sixty-six. Our program is considered a model program by Generation One and the AEC, and was featured in Generation One’s Case Studies for Success report. It has also received Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 21 Crown College, Crown Melbourne More than 14,400 people contribute to providing world-class service at Crown’s two Australian integrated resorts. In both Victoria and Western Australia, Crown is the largest single-site private sector employer and focuses on recruiting, developing, and retaining quality employees. Our Indigenous Employment Programs at both properties continued to work towards accomplishment of the pledge that Crown undertook as a signatory to the Australian Employment Covenant (AEC), which supports the federal government’s ‘Closing the Gap’ strategy. We have again won awards that recognise our commitment and achievements in the employment of Indigenous Australians, including the prestigious Australian Business Awards’ Community Contribution Award 2012. This year we have seen signifi cant developments in Crown Melbourne’s Disability Employment Program, which is run in collaboration with WISE Employment. We are very pleased to report that Crown Perth also commenced a Disability Employment Program this year, and is now positioned to grow and provide quality services in this important area. Crown Melbourne With more than 8,800 people working on site at Crown Melbourne and total employment expenditure of more than $460 million, we remain Victoria’s largest single-site private sector employer. We continue to invest in training and development, providing employees with a career pathway aligned to qualifi cations, through Crown College’s Learning Pathways. More than 1,200 employees, including supervisors Sustainability Report: Our People continued a number of awards, including the 2011 Wurreker Best Employer of the Year, the 2011 Fairfax Employment Media Award for Best Diversity Marketing Strategy, and the Individual Laureate Award for Diversity & Inclusion 2011. We have implemented a number of new initiatives to attract quality employees, including Crown’s largest ever employment brand campaign – Be a Part of What Makes Us Shine – which reached an audience of approximately 800,000 people. A dedicated Crown Careers website and mobile phone site were launched this year and we made widespread use of social media platforms including LinkedIn, Twitter, and Facebook. There was a signifi cant increase in the number of employees recruited through our Disability Employment. The program began in 2009 and has assisted more than forty-fi ve people to gain employment, and has achieved a very pleasing retention rate of 95%. The program was a fi nalist in the 2011 Diversity@ Work awards in the category of Disability Employment. Health and Safety at Crown Melbourne remains of critical importance to the leadership team and this year’s focus has been on injury prevention and management, aimed at reducing the frequency and severity of workplace injuries through the continued emphasis on early intervention and return to work initiatives. Crown Perth With approximately 5,600 people working on site, Crown Perth remains Western Australia’s largest single-site private sector employer. Crown Perth continues to implement successful recruitment strategies as well as a solid learning and development strategy that delivers talented and skilled employees. Crown Perth currently has more than 720 apprentices and trainees completing nationally accredited training, as well as nearly 200 employees participating in the Leadership Development Program. These programs not only ensure that we have employees with the skills and knowledge needed to operate a world-class tourism destination, they also provide employees with a qualifi cation that is recognised throughout Australia and well regarded in many other countries. Programs such as these also demonstrate Crown Perth’s commitment to the professional development of our employees. The Indigenous Employment Program also continues to be successful: we currently have sixty-fi ve Indigenous Australians employed across the business in many different roles. We are immensely proud of our contribution to the achievement of Crown’s AEC pledge, and we look forward to continued success as we liaise closely with the local Indigenous communities as well as other community bodies with whom we work in this important area. Crown Perth has successfully satisfi ed the employment needs of the business, despite the increasingly competitive labour market in Western Australia. This success has been due to a number of concerted and sustained recruitment campaigns that have emphasised the benefi ts and advantages of working at Crown Perth. By focusing on the employee value proposition, these campaigns have resulted in a signifi cant increase in the level of interest in careers at Crown Perth, and we are now in a strong position to recruit and develop candidates of an increasingly higher calibre. Early in 2012, Crown Perth implemented a Disability Employment Program. Amongst several noteworthy achievements was the signing of a Memorandum of Understanding with the National Disability Recruitment Coordinator service (NDRC). The NDRC promotes our job vacancies to Disability Employment Services providers, which has been of considerable benefi t to Crown Perth. Having now established the program, Crown Perth is looking forward to further success as it develops. Crown College, Crown Melbourne Crown Perth Employee of the Year presentation 22 Sustainability Report: Responsible Gaming Crown is a world leader in responsible gaming initiatives. We allocate signifi cant resources to raising awareness of responsible gaming, and to helping customers to successfully manage and enjoy their gaming at Crown. We are immensely proud of our long-standing commitment to responsible gaming, and continue to lead the development and implementation of new initiatives in this area. Crown Melbourne’s Responsible Gaming Support Centre was a world-fi rst initiative when fi rst introduced in 2002. Staffed by specially trained Responsible Gaming Liaison Offi cers, the Centre offers its counselling and other services twenty-four hours a day, seven days a week, and provides a range of brochures, in English and other languages. Crown Perth also offers a similar range of services, and is available to support customers around the clock at its dedicated facility. As an industry leader, we take our responsibility in this area very seriously, and this is clearly demonstrated by our establishment of a Board Committee, chaired by Crown Director, Professor John Horvath. The Responsible Gaming Committee meets regularly to review and monitor the effectiveness of Crown’s responsible gaming programs, and to promote awareness of responsible gaming issues. The comprehensive training and education that every employee receives is the cornerstone of our responsible gaming program. All employees begin their responsible gaming training on their fi rst day of employment at Crown in the corporate induction program, and continue to receive training throughout their employment at Crown. The training focuses on compliance with legislative and policy requirements, and ensures that employees can identify observable signs that a customer may be experiencing diffi culty, and can then direct the customer to the Responsible Gaming Support Centre or a Responsible Gaming Liaison Offi cer. Crown has also implemented the Play Safe Limit Program, a world-fi rst responsible gaming initiative at Crown Melbourne and Crown Perth. This is a voluntary pre-commitment system that we introduced at Crown Melbourne in 2003, and then at Crown Perth. It allows Crown Signature Club members who play gaming machines and fully automated table games to select their own time and/or spend limit. Crown’s Self-Exclusion Program is a legally binding system that enables a customer to ban themselves from entering or remaining on the gaming fl oor. Our Responsible Gambling Code of Conduct, is available in numerous locations on and around the gaming fl oors at Crown Melbourne and Crown Perth. The Code is specifi c to each property, and is regularly reviewed by the relevant regulators. Crown has implemented many effective programs to raise awareness of responsible gaming, and continues to be pro-active in our business-wide approach to responsible gaming. Crown Melbourne Crown Melbourne’s Responsible Gaming Support Centre marked its 10th anniversary in 2012, providing an opportunity to refl ect on the Centre’s numerous and signifi cant initiatives and achievements. Staffed by a dedicated Responsible Service of Gaming (RSG) team, comprised of managers, Responsible Gaming Liaison Offi cers, psychologists, and a chaplain, the Centre provides a range of specialised services for customers. These include the Self-Exclusion Program, the Play Safe Limit Program, the Chaplaincy Support Service, and counselling by experienced psychologists. The team engages at many levels with government and community, including the Responsible Gambling Advocacy Centre, and Gambler’s Help, and is represented on steering committees and working groups in the Victorian Government’s Responsible Gaming Ministerial Advisory Council. The RSG team also trains employees in responsible gaming policies and practices, helps to communicate the importance of responsible gaming to individuals and the community, and makes a considerable contribution to ensuring that Crown Melbourne adheres to regulatory and legislative requirements. Crown Melbourne’s Responsible Gaming Support Centre celebrated its 10th anniversary in 2012 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 23 Sustainability Report: Responsible Gaming continued Since its inception, Crown Melbourne has participated in Responsible Gambling Awareness Week, and this year we hosted an event, which was attended by Crown Melbourne CEO Mr Greg Hawkins, players from the National Rugby League’s Melbourne Storm, many Crown employees, and representatives from various community organisations, including Gambler’s Help. Our Chaplaincy Support Service Chaplain, Father James Grant, spoke about the key themes of the week and Crown’s commitment to responsible gaming. During the year, the Centre received visits from government offi cials from Singapore, and representatives from Gambler’s Help and other community groups who are keen to learn about the work conducted by the Centre. Crown Melbourne co-sponsored and hosted the 21st International Conference of the National Association for Gambling Studies. During the conference, the Hon. Michael O’Brien MP, Victorian Minister for Gaming, launched the Monash and Melbourne University Problem Gambling and Treatment Centre’s Guideline for Screening, Assessment and Treatment in Problem Gambling. Crown Melbourne was also represented at the Auckland University of Technology Think Tank on Gambling Research, Policy and Practice, bringing together gambling researchers, offi cials and regulators, industry executives, and service providers from around the world. Other initiatives and activities undertaken this year include the introduction of the responsible gaming message “Have you had a break?” on gaming machines and fully automated table games, the inclusion of information about the Responsible Gaming Support Centre in guest information folders in all three hotels, new Table Games Limit signage, and participation in the Responsible Gambling Advocacy Centre’s activities. Crown Melbourne continues to commit to a whole-of-property approach to RSG that includes multiple points of customer information, a responsible gaming culture, continuous improvement of our employee training programs, and a dedicated and professional team within the Responsible Gaming Support Centre. Our specialised services, along with our resolute involvement in community and government programs, refl ect the strong commitment that Crown Melbourne has to RSG. Crown Perth Crown Perth’s Responsible Gaming Information Centre now proudly offers support and assistance twenty-four hours a day, seven days a week, giving our team the capability to provide an increased level of support and advice to customers, including referral services, self-exclusions, and third party exclusions. This year, we have focused on improving employees’ understanding of responsible gaming policies and practices, and promoting RSG across the complex. A critical element of this strategy is our active and highly successful participation in the Leadership Program that is delivered to senior gaming managers and supervisors. This program focuses on how to identify behaviours that indicate that a customer may be experiencing problems with their gambling, and how to report to the RSG team. We have received very positive feedback about the program, and we are looking forward to continued success. Crown Perth has continued to promote Player Activity Statements, encouraging customers who play gaming machines to review their gaming activity over a self-nominated period of time. We encourage all customers to make wise decisions about their gaming and to seek help if they feel that our team will be able to assist them. As in past years, the RSG team has continued to engage with many stakeholders and agencies in the community. Once again, we actively participated in the Responsible Gambling Awareness Week, helping to raise awareness of the importance of responsible gambling, and of our RSG programs. Crown Melbourne’s Responsible Gaming Support Centre Launch of Responsible Gambling Awareness Week at Crown Perth 24 Sustainability Report: Community Crown has again made many valuable contributions to help local communities, individuals, and charitable organisations. We are proud to support numerous organisations that provide services and support in many different areas, as well as individuals who are suffering from severe illnesses or traumatic events, such as natural disasters and homelessness. Through our sponsorship arrangements, use of facilities, and donations of items such as food, equipment and employees’ time, Crown continues to demonstrate a genuine desire to support those most in need in our many communities. This year, Crown donated $300,000 to the Balibo House Trust, a Victorian Government initiative to preserve Balibo House as a memorial and Community Learning Centre run by the local community. Balibo House facilities include a library, computer classes, sewing machines, carpentry and mechanics workshop, and a crèche for thirty children. Many of our people also donate their time and expertise to support a range of charities and charitable programs in their capacity as Crown employees. Crown Melbourne Crown Melbourne provides assistance, donations, and support to a broad range of worthy community activities and charities, driven by the belief that Crown Melbourne has both the responsibility and the opportunity to assist local communities, charitable organisations, and individuals touched by tragedy. This year, as in past years, Crown Melbourne’s contributions included sponsorship arrangements, employee time, use of facilities, and the donation of Crown Melbourne packages. For more than seven years, Crown Melbourne has sponsored and hosted the My Room Ball. Formed in 1993 by three families whose children had undergone chemotherapy, My Room supports the Oncology Unit at The Royal Children’s Hospital in Melbourne. Crown Melbourne sponsors and hosts Starry Starry Night, which this year raised more than $700,000 for The Alannah and Madeline Foundation. Crown Melbourne also supported Challenge’s Robert Allenby Gala Dinner, the Diamonds are a Girl’s Best Friend Dinner for children living with cancer and other life-threatening blood disorders, the Epworth Medical Foundation Dinner attended by 1,000 guests, and Raelene Boyle’s 60th Birthday Dinner, which raised money for the Breast Cancer Network Australia. Over the past six years, the KOALA Foundation (Kids Oncology And Leukaemia Action Foundation) has received more than $8 million from its annual fundraising event that Crown Melbourne hosts and sponsors, bringing together some of Australia’s most infl uential people. This year’s Million Dollar Lunch raised $1,212,000. Crown Melbourne again donated food, prizes, raffl e items, and use of the Palladium, and managers and employees assisted in the organisation and set up of the event. Crown partnered with several other national charities to support their annual gala balls and events, including the Kids Under Cover Umbrella Ball, the Ronald McDonald House Charity Ball, and Lillian Frank’s Royal Children’s Hospital Fashion Luncheon. Crown Melbourne continues to sponsor and host The Shane Warne Foundation, which holds a number of events to raise money for charities that work with seriously ill and underprivileged Australian children. Crown sponsored and hosted the Foundation’s Boxing Day Breakfast, and the Joe Hachem and Shane Warne Charity Poker Tournament. Crown Melbourne is proud of the many employees who enthusiastically volunteer their time and efforts in a number of ways to benefi t the community. Each Christmas Day, our employees support the Open Family Australia Christmas program by packing and distributing more than 250 hampers fi lled with ingredients donated by Crown Melbourne. This year, employees also personally delivered hampers and other special items, such as toys, to families and individuals Crown supports Balibo House Trust Melbourne Food & Wine Week presentation, Crown Melbourne Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 25 Sustainability Report: Community continued throughout the broader Melbourne metropolitan area. Hundreds of employees also purchased tickets in the Cadbury Easter Egg Hunt, the proceeds of which contributed to the Royal Children’s Hospital Good Friday Appeal. Crown Melbourne employees also participate in numerous sporting events that raise money for charity, including the Variety Club of Victoria’s Santa Fun Run, Around The Bay in a Day 100 km bike ride for The Smith Family, and the MS Melbourne Summer Cycle 46 km ride to assist people with multiple sclerosis. Crown Perth Crown Perth is proud of the funding, support, and employee assistance that we provide to many worthwhile charities, organisations, and individuals throughout Western Australia. With more than forty community and corporate partnerships, we are able to make a difference to many people’s lives. Crown Perth’s Community Partnership Program includes support of several not-for-profi t charity events, including a number of gala balls that are always highly successful. In October 2011, Crown Perth pledged another $1 million to the state’s largest fundraising initiative, Telethon, helping its efforts to support a wide range of child health services across Western Australia, and $100,000 to Parkerville Child Youth Care to support a new Youth Village to be built at the 18-acre campus at Parkerville. Crown Perth continued its partnership with Foodbank WA, providing daily donations of soup that Foodbank distributes to more than 600 charitable organisations and schools across Western Australia. Foodbank WA does a magnifi cent job and we are proud of our long association and the benefi ts that this partnership brings to so many people. As part of the Global Illumination Project that supports the National Breast Cancer Foundation, Crown Perth glowed pink for the whole of October 2011. We also hosted the inaugural Pink Poker Tournament attended by numerous local personalities and media. An outstanding success, the Pink Poker Tournament raised over $25,000 for the Foundation, and we look forward to future events that will support this very worthy cause. Crown Perth’s employees also support many charitable organisations, actively participating in numerous events in our diverse community support program, including Anglicare’s Winter Appeal and The Salvation Army’s Easter Appeal. Crown Perth’s CEO, Barry Felstead, participated once again in the St Vincent De Paul’s CEO Sleepout to raise awareness and funding for the homeless across Australia. Barry’s individual efforts raised over $65,000, making him the highest fundraiser in Western Australia for the third consecutive year. Crown Perth also connects many of our Corporate Partners with Community Partners to raise awareness of those in need, and to help increase the vital contributions to worthy organisations. One example is the popular ‘Catch the Cash for Charity’ event which raised nearly $60,000 for Telethon Adventurers and Ronald McDonald House. Crown Perth employees supporting the Anglicare Winter Appeal Crown Perth employees supporting The Salvation Army’s Easter Appeal 26 Sustainability Report: Environment Crown’s continued commitment to implement environmental programs and initiatives resulted in many changes across both Australian properties this year. Our remote monitoring of energy consumption continued to help us review our use of gas, electricity, and water, then take appropriate measures to reduce consumption as much as possible. Crown proudly participated in the global Earth Hour, by turning off all non-essential lighting, and we also participated in World Environment Day. Crown Melbourne Crown Melbourne continued to demonstrate a strong commitment to reducing its environmental impact by pursuing a range of sustainable practices across all operations. Crown Melbourne’s long-term goal is to be recognised as the leader in sustainable business practice in the gaming and entertainment industry. This year, we invested over $500,000 in a monitoring and reporting system that provides live data of electricity, gas, and water consumption throughout the complex. Daily, weekly, and monthly reports provide relevant time-of-use data to each business unit, allowing them to monitor consumption levels, then implement effective measures to reduce consumption. Crown’s Eco-Shoots was formed to help all employees reduce their environmental footprint through a range of practical and well publicised campaigns. Eco-Shoot’s major campaigns for the year included World Oceans Day, battery recycling, Corks for the Zoo, and mobile phone recycling. Crown Melbourne also introduced a Carbon Offset Program for hotel guests. This program has achieved certifi cation under the Australian Government’s National Carbon Offset Standard, which is a fi rst in the hospitality and entertainment industry. Our recycling programs continue to be effective in recycling a wide range of products, including green waste, polystyrene, e-waste, organics, metal, fl uorescent tubes, oil, CDs, DVDs, and corks. Energy Effi ciency This year, Crown Melbourne continued its focus on energy effi ciency by committing $4.5 million to energy reduction projects. With funding assistance from AusIndustry’s Green Building Fund, the project’s aim was to reduce greenhouse gas emissions by 3 million kg CO2, a 22% reduction. To achieve this, more than 9,000 lights were replaced with LED and fl uoro technology; optimised controls for heating, cooling, and ventilation were implemented; and housekeeping and maintenance procedures were improved. The project was completed in March 2012 and achieved a 25% reduction in energy use. With some fi ne-tuning planned, it is anticipated that further reductions will be achieved. Crown Melbourne also upgraded the controls and lighting systems servicing the Clarke Street Administration and Car Park building. It is anticipated that these works will result in an energy reduction of approximately 15% for the building. Other improvements at Crown Melbourne included upgrading more than 50,000 lamps to energy-effi cient technology, installing more than 1,000 occupancy and daylight harvesting sensors, and installing ninety-one variable speed drives (VSD) on fan equipment across the property which will reduce fan energy consumption by an estimated 25%. The total energy projects for the year resulted in a CO2 abatement of more than 14,000 tonnes, which is the equivalent to powering 1,100 homes or removing 3,500 cars from the streets. Water Conservation Crown Melbourne upgraded the majority of the water taps throughout the complex by fi tting them with sensors and low-fl ow fi ttings. Continued operation of our on-site water recycling system generated 1.4 million litres of recycled water used for toilet fl ushing over the year. We also expanded our rainwater harvesting system by upgrading three rainwater collection and re-use systems, resulting in an annual saving of 1.5 million litres of drinking water. CROWN’S RECYCLED WATER AND RAINWATER SYSTEM Crown Melbourne’s new energy-effi cient LED and fl uoro technology lights Crown Melbourne’s water recycling system Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 27 Sustainability Report: Environment continued Life Cycle Management Life Cycle Management This year, Crown Perth implemented a complex-wide public recycling program and an organic waste recycling program. This will divert an estimated 12 tonnes of waste from landfi ll each year, reducing CO2 emissions by 36 tonnes per annum. An audit of The Dome at Crown Perth resulted in increased recycling rates at that venue, contributing to a reduction in landfi ll, and raising public awareness of the role that everyone can play in reducing waste. Crown Perth continues to improve employee awareness by providing environmental information through a number of effective and innovative communication strategies. Life Cycle Management (LCM) is an integrated approach to achieving more sustainable consumption and production patterns, by considering the total life cycle of products and services. LCM involves working with suppliers to ensure appropriate production and distribution methods are deployed, working with employees and customers around consumption of products, and working with our waste management contractors around how our waste is disposed. With funding assistance from the Australian Packaging Covenant, Crown Melbourne installed 380 recycling bins across the complex, potentially resulting in more than 300 tonnes of waste being diverted from landfi ll each year. Another innovation implemented this year was the soft plastic recycling scheme run in partnership with the Red Group. This scheme ensures that all of the plastic wrapping that arrives in our loading dock is collected every day and recycled into outdoor furniture, signage, and other items. Crown Perth Crown Perth continued to work towards a more sustainable environment by monitoring and measuring energy consumption and performance. Our environmental committee, with representatives from each major business unit, drives environmental initiatives in the areas of energy conservation, water conservation, and waste management. In recognition of our efforts in this area, we were announced as a fi nalist in the Department of Environment WA Environmental Awards in the Corporate Business Leading by Example category. Energy Effi ciency As part of Crown Perth’s ongoing energy monitoring program, further energy-saving initiatives were undertaken this year, including the under-croft lighting project, the continued rollout of sub-metering and the recently completed chilled water survey on Crown Events & Conferences. The continued installation of voltage reduction transformers resulted in a 24% reduction in kilowatts per hour (kWh) consumption. Water Conservation Crown Perth continued its strong focus on water conservation and this year received a fi ve-star rating from the Water Corporation in the One-2-Five™ water management assessment. A number of water saving initiatives were successfully implemented, including the installation of 2.5-litre tapware restrictors/aerators to hand basins. The main cooling towers were independently audited, and the effi ciency rating was assessed as excellent. Crown Perth received the Silver Award from the Water Corporation for improving water effi ciency by 25-35%, and was a fi nalist in the Western Australian Water Awards in the category “Waterwise Business”. 28 Crown participates in the National Carbon Offset Scheme Corporate Governance Statement C o r p o r a t e G o v e r n a n c e S t a t e m e n t The Crown Limited Board is committed to the implementation and maintenance of good corporate governance practices. This Statement sets out the extent to which Crown Limited (Crown) has followed the best practice recommendations set by the ASX Corporate Governance Council (the Principles and Recommendations) during the twelve month period ending 30 June 2012. Principle 1 Lay Solid Foundations for Management and Oversight Functions reserved for the Board The Board is responsible for guiding and monitoring Crown on behalf of its shareholders. In addition, the Board (in conjunction with management) is responsible for identifying areas of significant business risk and ensuring arrangements are in place to adequately manage those risks. The Board has adopted a formal Board Charter which sets out a list of specific functions which are reserved for the Board. Board appointments are made pursuant to formal terms of appointment. Functions delegated to Senior Executives Crown’s senior executives have responsibility for matters which are not specifically reserved for the Board (such as the day-to-day management of the operations and administration of Crown). Process for evaluating performance of Senior Executives Crown has established processes for evaluating the performance of its senior executives. In summary, each senior executive is evaluated against the achievement of pre-agreed performance objectives. The evaluation process is conducted annually and is followed by the determination of appropriate remuneration of the relevant senior executive. Detailed information regarding Crown’s remuneration practices is provided in the Remuneration Report. An evaluation of senior executives took place following the end of the financial year and in accordance with the processes described in the Remuneration Report. Induction process for new executives Crown executives are required to undertake formal induction training through either the Crown Melbourne on-site accredited training facility – Crown College, or Crown Perth’s on-site training program. The program involves training about: (cid:129) the history and development of the Crown brand and businesses; (cid:129) the main legal and regulatory obligations affecting the Crown businesses; (cid:129) Crown’s responsible gaming policies and procedures; (cid:129) Crown’s responsible service of alcohol policies and (cid:129) the rights and obligations of Crown employees. As part of the induction program, executives are required to successfully complete a series of online training modules and to pass the associated assessment. More information A full copy of the Crown Board Charter is available at: www.crownlimited.com under the heading Corporate Governance – Charters. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 29 C o r p o r a t e G o v e r n a n c e S t a t e m e n t C OR PORATE GOVE RNANCE STATEMENT CO NTINUED Principle 2 Structure the Board to add value Composition of the Board As at the date of this Statement, the Board comprises the following twelve Directors: (cid:129) James D Packer Executive Chairman (cid:129) John H Alexander BA Executive Deputy Chairman (cid:129) Benjamin A Brazil BCom LLB Independent, Non-Executive Director (cid:129) Helen A Coonan BA, LLB Independent, Non-Executive Director (cid:129) Christopher D Corrigan Independent, Non-Executive Director (cid:129) Rowen B Craigie BEc (Hons) Chief Executive Officer and Managing Director (cid:129) Rowena Danziger AM, BA, TC, MACE Independent, Non-Executive Director (cid:129) Geoffrey J Dixon Independent, Non-Executive Director (cid:129) Professor John S Horvath AO, MB, BS (Syd), FRACP Independent, Non-Executive Director (cid:129) Ashok Jacob MBA Non-independent, Non-Executive Director (cid:129) Michael R Johnston BEc, CA Non-independent, Non-Executive Director (cid:129) Harold C Mitchell AC Independent, Non-Executive Director Ms Coonan was appointed a director on 2 December 2011. Information about each current Director’s qualifications, experience and period in office is set out in the Directors’ Statutory Report. The roles of Chair and Chief Executive Officer are exercised by separate persons. James Packer acts as Executive Chairman and Rowen Craigie as Chief Executive Officer and Managing Director. Relationships affecting independence The Crown Board is currently comprised of twelve Directors, seven of whom are independent Directors. A majority of Directors are therefore independent. During the year, there was one Board change (the appointment of Ms Coonan), however, the Board was at all times comprised of a majority of independent Directors. The independence of Directors is assessed against a list of criteria and materiality thresholds. Those criteria have been formally enshrined in the Crown Board Charter. Each Director who is listed as an independent Director complies with the relevant criteria for independence set out in the Crown Board Charter. 30 Departure from Recommendation 2.2: The Principles and Recommendations recommend that the chair of the Board should be an independent Director. Crown’s Chairman is not an independent Director. The Board believes that the interests of shareholders are best served by a Chairman who is sanctioned by shareholders and who will act in the best interests of shareholders as a whole. As the Chairman has a significant relevant interest in Crown, he is well placed to act on behalf of shareholders and in their best interests. Procedure for selection and appointment of new Directors Where a new Director appointment is required, Crown adheres to procedures (Selection Procedure) including the following: (cid:129) the experience and skills appropriate for an appointee, having regard to those of the existing Board members and likely changes to the Board are considered; (cid:129) upon identifying a potential appointee, specific consideration is given to that candidate’s: – competencies and qualifi cations; – independence; – other directorships and time availability; and C o r p o r a t e G o v e r n a n c e S t a t e m e n t – the effect that their appointment would have on the overall balance and composition of the Board; and (cid:129) finally, all existing Board members must consent to the proposed appointment. The duties, responsibilities and powers of Crown’s Nomination and Remuneration Committee extend to reviewing the Selection Procedure and making appropriate recommendations to the Board in relation to the Selection Procedure. The Committee is responsible for implementing the Selection Procedure and developing succession plans in order for the Board to maintain appropriate experience, expertise and diversity. The re-appointment procedures for incumbent Directors are as outlined in Crown’s Constitution. In summary, subject to the specific matters described in the Constitution, an election of Directors must take place each year at which one third of Directors must retire. Any Director who has been in office for three or more years and for three or more annual general meetings must also retire. Directors who retire are generally eligible for re-election. Process for evaluating performance of the Board, its Committees and its Directors A performance evaluation of the Board and of its Committees is undertaken annually, following completion of each financial year, by way of a questionnaire sent to each Director. The questionnaire covers the role, composition, procedure and practices of the Board and its Committees. The individual responses to the questionnaire are confidential to each Director, with questionnaire responses to be provided to the Chairman of the Nomination and Remuneration Committee for his consideration and provision of a report to the Board. An evaluation of the Board and its Committees took place following the end of the financial year and in accordance with the processes described above. Crown’s Nomination and Remuneration Committee also has delegated responsibility for reviewing Crown’s procedure for the evaluation of the performance of the Board, its Committees and its Directors. Procedures for taking independent advice To enable Crown’s Board to fulfil its role, each Director may obtain independent advice on relevant matters at Crown’s expense. In these circumstances, the Director must notify the Executive Chairman of the nature of the advice sought prior to obtaining that advice, so that the Executive Chairman can take steps to ensure that the party from whom advice is sought has no material conflict of interest with Crown. The Executive Chairman is also responsible for approving payment of invoices in relation to the external advice. In addition, each Committee has the full authority of the Board to: (cid:129) communicate and consult with external and internal persons and organisations concerning matters delegated to the Committee; and (cid:129) appoint independent experts to provide advice on matters delegated to the Committee. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 31 C OR PORATE GOVE RNANCE STATEMENT CO NTINUED C o r p o r a t e G o v e r n a n c e S t a t e m e n t Crown Board Committees To assist in carrying out its responsibilities, the Crown Board has established the following Committees: Committees Current Members Meetings held during fi nancial year 2012 Audit & Corporate Governance Finance1 Investment2 Nomination and Remuneration Occupational Health, Safety & Environment Responsible Gaming Risk Management Benjamin Brazil (Chair) Rowena Danziger Michael Johnston Geoffrey Dixon (Chair) Benjamin Brazil Michael Johnston James Packer (Chair) John Alexander Rowen Craigie Ashok Jacob Geoffrey Dixon (Chair) Christopher Corrigan Harold Mitchell Rowena Danziger (Chair) Rowen Craigie John Horvath Michael Johnston John Horvath (Chair) Rowen Craigie Rowena Danziger Geoffrey Dixon (Chair) Rowen Craigie Rowena Danziger 3 2 0 2 4 6 2 1. In addition to its two formal meetings, there were two written resolution assented to by the Committee during financial year 2012. 2. The Investment Committee did not meet this financial year, however there were two written resolutions assented to by the Committee during financial year 2012. Each Committee has adopted a formal Charter that outlines its duties and responsibilities. More information A full copy of the Crown Board Charter is available at: www.crownlimited.com under the heading Corporate Governance – Charters. A description of the procedure for selection, appointment and re-election of Directors is available on the Crown website at: www.crownlimited.com under the heading Corporate Governance – Policies. 32 Principle 3 Promote Ethical and Responsible Decision-Making Codes of conduct Crown has established separate Codes of Conduct that outline the standard of ethical behaviour that is expected of its Directors and of its employees at all times. The Code of Conduct for Employees is a detailed statement of the: (cid:129) practices required by employees to maintain confidence in Crown’s integrity; (cid:129) legal obligations of employees and the reasonable expectations of their stakeholders; and (cid:129) responsibility and accountability of individuals for reporting and investigating reports of unethical practices. Policy concerning diversity Crown has established a policy concerning diversity and disclosed its policy on its website. The policy includes requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them. In accordance with the policy, Crown has established the measurable objectives for achieving gender diversity set out below. These objectives have been set in relation to employees of Crown Limited, Crown Melbourne and Crown Perth groups. An assessment of Crown’s progress in achieving those objectives has also been included. C o r p o r a t e G o v e r n a n c e S t a t e m e n t Objective Crown’s Progress (cid:129) To require that at least one female candidate is presented on candidate short lists for all Senior Management and Senior Executive positions within the group for which a recruitment process is undertaken. (cid:129) To increase the number of female participants in leadership and development programs across the group so that by 2015 females represent at least 45% of all participants. (cid:129) To incorporate a targeted mentoring program for women into existing group leadership and development programs. (cid:129) To conduct a review on an annual basis of the remuneration for key roles within the group to ascertain the existence of any gender pay gaps and to implement action plans to address any such gaps. During the year, there were a total of eight recruitment processes commenced for Senior Management and Senior Executive positions within the group. Except in relation to one of those positions, where, following a world-wide search, there were no suitable and available female candidates, all short lists included a female candidate. During the year, 43% of participants in leadership and development programs across the group were female. Crown will continue its work towards increasing that percentage in a bid to meeting its objective of 45% female participation by 2015. Leadership development programs conducted across the group all included a mentoring component. Crown is continually developing relevant leadership and development programs so that, where appropriate, female participants on those programs are able to receive targeted mentoring. Crown has conducted an annual review of the remuneration of key roles within the group. Based on that review, the average total male remuneration was $182,094 and the average total female remuneration was $159,172. Crown is in the process of breaking down the data to ascertain whether a gap exists within equivalent “pay grades”, as key roles encompass several “pay grades”. (cid:129) To recruit at least one further female director for Crown Limited within the next two years. On 2 December 2011, The Honourable Helen Coonan joined the Crown Board. Accordingly, the Crown Board is now comprised of two female directors and ten male directors. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 33 C OR PORATE GOVE RNANCE STATEMENT CO NTINUED C o r p o r a t e G o v e r n a n c e S t a t e m e n t The proportion of women employees in the group, women in senior executive positions and women on the Board as at 30 June 2012 is as follows: Measure Result (cid:129) Proportion of women employees in the group: There were 4,957 women in the group. This represents 44% of the total workforce of 11,280 employees. (cid:129) Proportion of women in senior executive positions in the group: There were 27 women in senior executive positions in the group. This represents 28% of senior positions in the group. (cid:129) Proportion of women on the Board: Two women out of twelve directors, or 16.7%. Crown’s Audit & Corporate Governance Committee has been delegated responsibility for developing and monitoring the application of Crown’s Diversity Policy. Policy concerning trading in company securities Crown has adopted a formal Securities Trading Policy which details Crown’s policy concerning trading in Crown shares by Directors, senior executives and employees. The Securities Trading Policy: (cid:129) includes a requirement that employees do not buy and sell Crown shares within a 12 month period (i.e. that they do not short trade); (cid:129) establishes formal “trading windows” during which Crown employees can and cannot trade in Crown shares; (cid:129) includes restrictions and clearance procedures as to when trading can and cannot occur; (cid:129) sets out Crown’s policy on entering into transactions in associated products which limit economic risk; and (cid:129) summarises the application of the insider trading provisions of the Corporations Act 2001 and the consequences of contravention thereof. A copy of the Securities Trading Policy has been given to Australian Securities Exchange and released to the market. Policy concerning political donations Crown has adopted a formal Political Donations Policy which details Crown’s policy regarding donations to political parties. The policy imposes annual monetary limits on political donations and sets up a framework to ensure Crown is able to comply with relevant State based and Commonwealth reporting requirements. In summary, the policy provides that Crown may make political donations, provided that: (cid:129) the contributions support public policy which is aligned to the best interests of Crown’s shareholders, customers, staff and the broader community; (cid:129) no particular political party is unduly favoured; and (cid:129) contributions are approved, made and recorded in compliance with the requirements of the policy and any other legislative requirements. Policy concerning anti-corruption and bribery Crown’s anti-corruption and bribery policies are enshrined in a number of internal policies which span the required standards of employee behaviour through to purchasing policies and procedures. Crown’s Employee Code of Conduct specifically provides that employees must not solicit, encourage or accept any form of bribe from anyone, including a supplier, customer or fellow employee as an inducement for business, information or any other purpose. 34 C o r p o r a t e G o v e r n a n c e S t a t e m e n t Employees who are required to deal with external suppliers of goods and services to Crown must avoid placing themselves in situations of a potential conflict of interest. It is a fundamental principle of Crown that all of its business affairs be conducted legally, ethically and with strict observance of the highest standards of integrity and professionalism. More information Full copies of Crown’s Code of Conduct for Directors and Code of Conduct for Employees are available at: www.crownlimited.com under the heading Corporate Governance – Codes. A full copy of Crown’s Diversity Policy is available at: www.crownlimited.com under the heading Corporate Governance – Policies. A full copy of Crown’s Securities Trading Policy is available at: www.crownlimited.com under the heading Corporate Governance – Policies. Principle 4 Safeguard Integrity in Financial Reporting Crown Audit & Corporate Governance Committee and Charter As indicated above, Crown has established a formal Audit & Corporate Governance Committee to review the integrity of Crown’s financial reporting and to oversee the independence of Crown’s external auditors. The current members of the Audit & Corporate Governance Committee are Ben Brazil (Chair), Rowena Danziger and Michael Johnston. All members of the Committee are Non-Executive Directors and a majority of those Committee members are independent Directors. The Chairman of the Audit & Corporate Governance Committee, Mr Ben Brazil is an independent Director who has extensive financial qualifications and experience. He holds a Bachelor of Commerce degree and holds a senior role at Macquarie Bank in the Corporate and Asset Finance Group. Further information about each Committee member’s qualifications and experience is set out in the Directors’ Statutory Report. The Audit & Corporate Governance Committee has adopted a formal Charter that outlines its duties and responsibilities. The Charter includes information on the procedures for selection and appointment of the external auditor of Crown and for the rotation of external audit engagement partners. This year will mark the fifth anniversary of the appointment of Crown’s audit partner. A new audit partner will be appointed from financial year 2013. Principle 5 Make Timely and Balanced Disclosure Policy to ensure compliance with ASX Listing Rule disclosure requirements Crown has a formal Continuous Disclosure Policy in place which is designed to ensure compliance with ASX Listing Rule requirements. The policy details processes for: (cid:129) ensuring material information is communicated to Crown’s Chief Executive Officer, its General Counsel and Company Secretary or a member of the Audit & Corporate Governance Committee; (cid:129) the assessment of information and for the disclosure of material information to the market; and (cid:129) the broader publication of material information to Crown’s shareholders and the media. More information A full copy of Crown’s Continuous Disclosure Policy is available at: www.crownlimited.com under the heading Corporate Governance – Policies. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 35 C OR PORATE GOVE RNANCE STATEMENT CO NTINUED Principle 6 Respect the Rights of Shareholders Promotion of effective communication with shareholders Crown has a Communications Policy which seeks to promote effective communication with its shareholders. The policy explains how information concerning Crown will be communicated to shareholders. The communication channels include: (cid:129) Crown’s Annual Report; (cid:129) disclosures made to the ASX; and (cid:129) Notices of Meeting and other Explanatory Memoranda. Crown has a dedicated corporate website which includes copies of all communications and other company information. Advance notification of results announcements is made via Crown’s website. C o r p o r a t e G o v e r n a n c e S t a t e m e n t More information A full copy of Crown’s Communication Policy is available at: www.crownlimited.com under the heading Corporate Governance – Policies. Principle 7 Recognise and Manage Risk Policy for the oversight and management of material business risks Crown has established policies for the oversight and management of material business risks and has adopted a formal Risk Management Policy. Risk management is an integral part of the industry in which Crown operates. Design and implementation of risk management and internal control systems As required by the Board, Crown’s management have devised and implemented risk management systems appropriate to Crown. Management are charged with monitoring the effectiveness of risk management systems and are required to report to the Board via the Risk Management Committee. The Board convened Risk Management Committee administers Crown’s Risk Management Policy. The policy sets out procedures which are designed to identify, assess, monitor and manage risk at each of Crown’s controlled businesses and requires that the results of those procedures are reported to the Crown Board. A formal Risk Management Plan has been developed using the model outlined in AS/NZS ISO 31000:2009 Risk Management – Principles and Guidelines. The Plan identifies specific Head Office risks in light of major risks identified at an operational level and provides the framework for the reporting and monitoring of material risks across the Crown group. The Board has received, and will continue to receive, periodic reports through the Risk Management Committee, summarising the results of risk management initiatives at Crown. Chief Executive Officer and Chief Financial Officer assurances The Crown Board has received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act 2001 is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks. More information A full copy of Crown’s Risk Management Committee Charter is available at: www.crownlimited.com under the heading Corporate Governance – Charters. A full copy of Crown’s Risk Management Policy is available at: www.crownlimited.com under the heading Corporate Governance – Policies. 36 C o r p o r a t e G o v e r n a n c e S t a t e m e n t Principle 8 Remunerate Fairly and Responsibly Remuneration of Board members and Senior Executives Crown has established a formal Nomination and Remuneration Committee. The role of the Nomination and Remuneration Committee includes: (cid:129) the review and recommendation of appropriate Directors’ fees to be paid to Non-Executive Directors; and (cid:129) consideration of remuneration policies to be applied to executives, including any equity-based remuneration plan that may be considered, subject to shareholder approval (where required). Following the end of the financial year, the Committee has reviewed and approved: (cid:129) the remuneration for senior executives which will apply during the financial year ending 30 June 2013; and (cid:129) the short term bonus payments made to senior executives referable to the financial year ending 30 June 2012. The current members of the Nomination and Remuneration Committee are Geoffrey Dixon (Chair), Christopher Corrigan and Harold Mitchell who are each independent, Non-Executive Directors. Information about each Committee member’s qualifications and experience is set out in the Directors’ Statutory Report. The Nomination and Remuneration Committee has adopted a formal Charter that outlines its duties and responsibilities. A summary of current remuneration arrangements is set out more fully in the Remuneration Report. The objective of Crown’s remuneration policy is to ensure that: (cid:129) senior executives are motivated to pursue the long-term growth and success of Crown; and (cid:129) there is a clear relationship between senior executives’ performance and remuneration. Policy on entering into transactions in associated products which limit economic risk Directors and employees of the Crown group who held Crown shares under the Executive Share Plan were not permitted to hedge or create derivative arrangements in respect of their Executive Share Plan shares or any of their interests in any of those shares. The Executive Share Plan was formally wound up in September 2011. The rules of the 2010 Crown Long Term Incentive Plan specifically provide that a participant must not grant or enter into any Security Interest in or over any Crown shares that may be acquired under the Plan (Participant Shares) or otherwise deal with any Participant Shares or interest in them until the relevant Participant Shares are transferred from the Trustee to the participant in accordance with the Plan rules. Security Interests are defined to extend to any mortgage, charge, pledge or lien or other encumbrance of any nature, and includes any derivative relating to or involving a Participant Share. Any Security Interest, disposal or dealing made by a participant in contravention of the Plan rules will not be recognised by Crown. More information A full copy of Crown’s Nomination and Remuneration Committee Charter is available at: www.crownlimited.com under the heading Corporate Governance – Charters. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 37 Nevada Information Statement C N e o v r p a o d r a a I t n e f o G r o m v a e t r i n o a n n S c t e a S t e t m a t e e n m t e n t The gaming industry in Nevada is highly regulated and Crown Limited (Crown) must maintain relevant licences to continue its investments in entities with gaming operations in Nevada. Each of the casinos in which Crown has an interest is subject to extensive regulation under the laws, rules and regulations of the jurisdiction where it is located. These laws, rules and regulations generally concern the responsibility, financial stability and character of the owners, managers and persons with financial interest in gaming operations. Violations of laws in one jurisdiction could result in disciplinary action in other jurisdictions. Crown is registered as a publicly traded corporation in the state of Nevada. One of the conditions of that registration requires Crown to summarise relevant Nevada gaming law requirements in this Report. Crown Melbourne and Crown Perth are regulated in a similar manner by the Victorian Commission for Gambling and Liquor Regulation and the Western Australian Department of Racing Gaming and Liquor, respectively. We are not, however, required to summarise the regulations specific to Victoria and Western Australia in this Report. Nevada Government Regulation The ownership and operation of casino gaming facilities in Nevada are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder (collectively, the Nevada Act) and various local regulations. Gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (the Nevada Commission), the Nevada State Gaming Control Board (the Nevada Board) and various county and city licensing agencies (the local authorities). The Nevada Commission, the Nevada Board and the local authorities are collectively referred to as the “Nevada Gaming Authorities”. The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy that are concerned with, among other things: (cid:129) the prevention of unsavoury or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (cid:129) the establishment and maintenance of responsible accounting practices; (cid:129) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues; (cid:129) providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (cid:129) the prevention of cheating and fraudulent practices; and (cid:129) providing a source of state and local revenues through taxation and licensing fees. Each of the entities in which Crown holds an investment and which currently operate casinos in Nevada (the casino licensees) is required to be licensed by the Nevada Gaming Authorities. Certain of Crown’s subsidiaries in the Cannery ownership chain have also been licensed or found suitable as shareholders, members or general partners, as relevant, of the casino licensees. The casino licensees and the foregoing subsidiaries are collectively referred to as the “licensed subsidiaries”. Registration as a Publicly Traded Corporation Crown is required to be registered by the Nevada Commission as a publicly traded corporation and, as such, is required periodically to submit detailed financial and operating reports to the Nevada Commission and to furnish any other information that the Nevada Commission may require. No person may become a shareholder or member of, or receive any percentage of profits from, the licensed subsidiaries without first obtaining licences and approvals from the Nevada Gaming Authorities. Additionally, local authorities have taken the position that they have the authority to approve all persons owning or controlling the shares of any corporation controlling a gaming licensee. Crown and the licensed subsidiaries have obtained from the Nevada Gaming Authorities the various registrations, approvals, permits and licences required in order to engage in gaming activities in Nevada. 38 N e v a d a I n f o r m a t i o n S t a t e m e n t Suitability of Individuals Power to investigate The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, Crown or any of the licensed subsidiaries to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Officers, Directors and certain key employees of the licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed by the Nevada Gaming Authorities. Crown’s officers, Directors and key employees who are actively and directly involved in the gaming activities of the licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing or a finding of suitability for any cause they deem reasonable. A finding of suitability is comparable to licensing and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability, or the gaming licensee by which the applicant is employed or for whom the applicant serves, must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability for a licence, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position. Consequences of finding of unsuitability If the Nevada Gaming Authorities were to find an officer, Director or key employee unsuitable for licensing or to continue having a relationship with Crown or the licensed subsidiaries, such company or companies would have to sever all relationships with that person. In addition, the Nevada Commission may require Crown or the licensed subsidiaries to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada. Reporting requirements Crown and the licensed subsidiaries are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all of Crown and the licensed subsidiaries’ material loans, leases, sales of securities and similar financing transactions must be reported to or approved by the Nevada Commission. Consequences of Violation of the Nevada Act If the Nevada Commission determined that Crown or a licensed subsidiary violated the Nevada Act, it could limit, condition, suspend or revoke, subject to compliance with certain statutory and regulatory procedures, Crown’s Nevada gaming licences and those of Crown’s licensed subsidiaries. In addition, Crown and the licensed subsidiaries and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Certain Beneficial Holders of Shares Required to be Licensed Generally Any beneficial holder of Crown’s voting securities, regardless of the number of shares owned, may be required to file an application, be investigated and have his or her suitability as a beneficial holder of the voting securities determined if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation. The Nevada Act requires any person who acquires more than 5% of any class of Crown’s voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of any class of Crown’s voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails a written notice requiring such filing. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 39 N EVADA INFORMATION STATEM ENT CO NTINUED Institutional investors N e v a d a I n f o r m a t i o n S t a t e m e n t Under certain circumstances, an “institutional investor” as defined in the Nevada Act, who acquires more than 10% but not more than 25% of any class of Crown’s voting securities, may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor will be deemed to hold voting securities for investment purposes if it acquires and holds the voting securities in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of Crown’s Board of Directors, any change in Crown’s Constitution, management, policies or operations or any of Crown’s gaming affiliates or any other action that the Nevada Commission finds to be inconsistent with holding Crown’s voting securities for investment purposes only. Activities that are deemed to be consistent with holding voting securities for investment purposes only include: (cid:129) voting on all matters voted on by shareholders; (cid:129) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and (cid:129) such other activities as the Nevada Commission may determine to be consistent with such investment intent. Corporations and trusts If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information including a list of beneficial owners. The applicant is required to pay all costs of investigation. Consequences of finding of unsuitability Any person who fails or refuses to apply for a finding of suitability or a licence within 30 days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board may be found unsuitable. The same restrictions apply to a nominee if the nominee, after request, fails to identify the beneficial owner. Any shareholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of Crown’s shares beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offence in Nevada. Crown will be subject to disciplinary action if, after Crown receives notice that a person is unsuitable to be a shareholder or to have any other relationship with Crown or a licensed subsidiary, Crown or any of the licensed subsidiaries: (cid:129) pays that person any dividend or interest upon any of Crown’s voting securities; (cid:129) allows that person to exercise, directly or indirectly, any voting right conferred through securities held by that person; (cid:129) pays remuneration in any form to that person for services rendered or otherwise; or (cid:129) fails to pursue all lawful efforts to require such unsuitable person to relinquish his or her voting securities including, if necessary, the immediate purchase of the voting securities for cash at fair market value. Certain Debt Holders Required to be Licensed The Nevada Commission may, in its discretion, require the holder of any of Crown’s debt securities to file an application, be investigated and be found suitable to hold the debt security. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, Crown can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: (cid:129) pays to the unsuitable person any dividend, interest or any distribution whatsoever; (cid:129) recognises any voting right by such unsuitable person in connection with such securities; (cid:129) pays the unsuitable person remuneration in any form; or (cid:129) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction. 40 N e v a d a I n f o r m a t i o n S t a t e m e n t Maintenance of Share Register Crown is required to maintain a current share register in Nevada that may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. Crown is also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require Crown’s holding statements or share certificates bear a legend indicating that such securities are subject to the Nevada Act. To date, however, the Nevada Commission has not imposed such a requirement on Crown. Actions Requiring Prior Approval of the Nevada Commission Public offerings to fund Nevada gambling activities Crown may not make a public offering of any securities without the prior approval of the Nevada Commission if the securities or the proceeds there from are intended to be used to construct, acquire or finance gaming facilities in Nevada or to retire or extend obligations incurred for those purposes or for similar purposes. An approval, if given, does not constitute a finding, recommendation or approval by the Nevada Commission or the Nevada Board as to the accuracy or adequacy of the prospectus or the investment merits of the securities. Any representation to the contrary is unlawful. Transactions effecting a change in control Changes in control of Crown through merger, consolidation, share or asset acquisitions, management or consulting agreements or any act or conduct by a person whereby he or she obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a registered corporation must satisfy the Nevada Board and the Nevada Commission concerning a variety of stringent standards prior to assuming control of the registered corporation. The Nevada Commission may also require controlling shareholders, officers, Directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction. Share buy-backs and other arrangements Approvals are, in certain circumstances, required from the Nevada Commission before Crown can make exceptional repurchases of voting securities above the current market price and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalisation proposed by a registered corporation’s Board of Directors in response to a tender offer made directly to the registered corporation’s shareholders for the purpose of acquiring control of that corporation. Investigation and Monitoring of “Foreign Gaming Operations” Because Crown is involved in gaming ventures outside of Nevada, Crown is required to deposit with the Nevada Board and thereafter maintain a revolving fund in the amount of US$10,000 to pay the expenses of investigation by the Nevada Board of Crown’s participation in such gaming. The Nevada Board refers to any of Crown’s operations outside of Nevada as “foreign gaming operations”. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Crown is also required to comply with certain reporting requirements imposed by the Nevada Act. Crown would be subject to disciplinary action by the Nevada Commission if Crown: (cid:129) knowingly violates any laws of the foreign jurisdiction pertaining to the foreign gaming operation; (cid:129) fails to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations; (cid:129) engages in any activity or enters into any association that is unsuitable because it poses an unreasonable threat to the control of gaming in Nevada, reflects or tends to reflect discredit or disrepute upon the State of Nevada or gaming in Nevada or is contrary to the gaming policies of Nevada; (cid:129) engages in any activity or enters into any association that interferes with the ability of the State of Nevada to collect gaming taxes and fees; or (cid:129) employs, contracts with or associates with any person in the foreign gaming operation who has been denied a license or a finding of suitability in Nevada on the ground of personal unsuitability or who has been found guilty of cheating at gambling. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 41 Directors’ Statutory Report D i r e c t o r s ’ S t a t u t o r y R e p o r t Company Information Review of operations A review of operations of the Crown Limited (Crown) group for the financial year ended 30 June 2012 and the results of those operations is detailed on pages 6 to 28. The principal activity of the entities within the Crown group is gaming and entertainment. Significant changes in state of affairs Some of the significant changes in the state of affairs of the consolidated group since 1 July 2011 include: (cid:129) In July 2011, Melco Crown Entertainment (MCE) completed the acquisition of a 60% equity interest in Macau Studio City, a large scale integrated gaming, retail and entertainment resort to be developed in Macau jointly by MCE and New Cotai Holdings, LLC. (cid:129) In August 2011, MCE announced that it had applied to the Stock Exchange of Hong Kong (SEHK) for a proposed dual listing of its shares and was evaluating a possible global offering of SEHK listed shares to local and international investors. The dual listing completed on 7 December 2011. (cid:129) On 25 August 2011, Crown announced its intention to conduct an on market share buy-back of up to 30 million of its ordinary shares. This number represented approximately 4% of Crown shares then on issue. The on market buy-back completed on 7 October 2011. The consideration paid for the 30 million shares bought back was approximately $238 million. (cid:129) On 20 September 2011, it was announced that the Crown Board had resolved to wind up its existing Executive Share Plan and to replace that Plan with a new Long Term Incentive Plan, details of which are more fully described in the Remuneration Report. The wind-up of the Executive Share Plan completed in October 2011. (cid:129) On 24 February 2012, it was announced that Crown held a 10% interest in Echo Entertainment Group Limited by way of a derivative to be settled by the delivery of Echo shares. It was further announced that, on account of restrictions in the Echo Constitution, Crown had sought relevant regulatory approvals to increase its voting power in Echo beyond 10%. (cid:129) On 8 March 2012, Crown announced that the transfer of shares in Echo Entertainment Group Limited to it had completed, resulting in Pennwin Pty Ltd (a wholly-owned subsidiary of Crown) becoming the registered holder of 68,801,000 Echo shares. Significant events after Balance Date Subsequent to 30 June 2012, the Directors of Crown announced a final dividend on ordinary shares in respect of the year ending 30 June 2012. The total amount of the dividend is $138.4 million, which represents 19 cents per share. The final dividend will be 50% franked. None of the unfranked component of the dividend will be conduit foreign income. The dividend has not been provided for in the 30 June 2012 financial statements. In addition: (cid:129) On 1 August 2012, it was announced that Crown will develop a new luxury six star hotel at its Crown Perth integrated resort. (cid:129) On 2 August 2012, Crown announced that it had signed an Exclusive Dealing Agreement with Lend Lease Corporation Limited in relation to a proposed development of a world class, six star resort at Barangaroo South, Sydney. (cid:129) On 3 August 2012, Crown announced that it had recently raised $300 million through a new five year bond issue, which was distributed predominantly to institutional investors in Australia and Asia. The proceeds from the issue were used to repay existing debt, diversify Crown’s funding sources and extend its debt maturity profile. (cid:129) On 13 August 2012, Crown announced that it had launched an offer of dated, unsecured, subordinated, cumulative notes (Crown Subordinated Notes) to raise approximately $400 million, with the ability to raise more or less. Following the completion of the bookbuild process for Crown Subordinated Notes, the Margin was set at 5.00%. On 14 September 2012 it was announced that the offer of Crown Subordinated Notes had closed, with Crown successfully raising $532 million. 42 Likely developments Other than the developments described in this Report and the accompanying review of operations, the Directors are of the opinion that no other matter or circumstance will significantly affect the operations and expected results for the Crown group. Environmental regulation The National Greenhouse and Energy Reporting Act 2007 (the NGER Act) established a mandatory reporting system for corporate greenhouse gas emissions and energy production and consumption. Crown is required to report emissions under the NGER Act. Relevant reports have been submitted during the year. Key features of the NGER Act are: (cid:129) reporting of greenhouse gas emissions, energy consumption and production by large corporations; (cid:129) corporate level public disclosure of greenhouse gas emissions and energy information; and (cid:129) to provide consistent and comparable data for decision making. D i r e c t o r s ’ S t a t u t o r y R e p o r t The Federal Government’s Clean Energy Legislation was introduced on 1 July 2012. Under this legislation, Crown Melbourne is considered a ‘liable entity’ and is required to register with the Clean Energy Regulator and surrender carbon units on an annual basis. Crown is also subject to the Energy Efficiency Opportunities Act 2006 which encourages large energy-using businesses to improve their energy efficiency. It does this by requiring businesses to identify, evaluate and report publicly on cost effective energy savings opportunities. Crown submits reports in line with the required reporting schedule. At a state level, Crown Melbourne is subject to the Victorian Government’s Environment & Resource Efficiency Plans (EREP), which requires all large commercial and industrial facilities to prepare a plan identifying actions to reduce energy and water use and waste generation. Under the Western Australian Water By-laws legislation, Crown Perth is required to complete annual water management assessments and submit water efficiency management plans. The Crown group is not otherwise subject to any particular or significant environmental regulation under Australian law. Environmental issues are, however, important to Crown and it has taken a number of initiatives in this regard. A description of those initiatives is set out in the Sustainability section of this Report. Dividends and distributions Interim Dividend: Crown paid an interim dividend of 18 cents per ordinary share on 17 April 2012. The dividend was 50% franked. None of the unfranked component was conduit foreign income. Final Dividend: The Directors of Crown have announced a final dividend of 19 cents per ordinary share to shareholders registered as at 28 September 2012. The final divided will be 50% franked. None of the unfranked component of the dividend will be conduit foreign income. In summary: Interim Dividend paid Final Dividend payable Total Dividend per share 18 cents per share 19 cents per share 37 cents per share Crown paid shareholders a final dividend in respect of the 2011 financial year of $141.6 million. $’000 131,111 138,395 269,506 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 43 D IRE C TO RS’ STATUTORY REPORT CO NTINUED D i r e c t o r s ’ S t a t u t o r y R e p o r t Directors and Officers Director details Set out below are the names of each person who has been a Director of Crown during or since year end and the period for which they have been a Director. There are twelve current Directors. Name Date Appointed Date Ceased James Douglas Packer John Henry Alexander Benjamin Alexander Brazil Helen Anne Coonan Christopher Darcy Corrigan Rowen Bruce Craigie Rowena Danziger Geoffrey James Dixon John Stephen Horvath Ashok Jacob Michael Roy Johnston Harold Charles Mitchell 06-Jul-07 06-Jul-07 26-Jun-09 2-Dec-11 06-Jul-07 31-May-07 06-Jul-07 06-Jul-07 09-Sep-10 06-Jul-07 06-Jul-07 10-Feb-11 – – – – – – – – – – – – At Crown’s 2011 Annual General Meeting, Mr John Alexander, Mr Christopher Corrigan and Mr Geoffrey Dixon stood for re-election as Directors. As required by Crown’s Constitution, having been appointed a director in February 2011, Mr Harold Mitchell also stood for election at Crown’s 2011 AGM. Each was re-elected as a Director at that time. The details of each Director’s qualifications and experience as at the date of this Report are set out below. Details of all directorships of other Australian listed companies held in the three years before the end of the financial year have been included. James D Packer, Executive Chairman ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Packer is the Executive Chairman of Consolidated Press Holdings Limited, a family company. Consolidated Press Holdings Limited is a 48.09% shareholder in Crown Limited and is a 50% shareholder in ASX listed Consolidated Media Holdings Limited, owner of interests in FOXTEL and FOX SPORTS. Mr Packer is Deputy Chairman of Consolidated Media Holdings Limited and is a director of various companies including Crown Melbourne Limited, Burswood Limited and Melco Crown Entertainment Limited. Mr Packer is the Chair of the Crown Investment Committee. Directorships of other Australian listed companies held during the last three years: (cid:129) Challenger Limited: from 6 November 2003 to 8 September 2009 (cid:129) Consolidated Media Holdings Limited1: from 28 April 1992 to current (cid:129) SEEK Limited: from 31 October 2003 to 26 August 2009 (cid:129) Sunland Group Limited: from 20 July 2006 to 13 August 2009 (cid:129) Ten Network Holdings Limited: from 13 December 2010 to 2 March 2011 44 John H Alexander BA, Executive Deputy Chairman ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Alexander is the Executive Deputy Chairman of Crown Limited, Executive Chairman of Consolidated Media Holdings Limited and is also a director of a number of companies, including Crown Melbourne Limited, Burswood Limited, Aspers Holdings (Jersey) Limited, Foxtel Management Pty Limited and FOX SPORTS Australia Pty Limited. Prior to 2007, Mr Alexander was the Chief Executive Officer and Managing Director of Publishing and Broadcasting Limited from 2004, the Chief Executive of ACP Magazines Limited from 1999 and PBL’s group media division comprising ACP Magazines Limited and the Nine Network from 2002. Before joining the PBL Group, Mr Alexander was the Editor-in-Chief, Publisher & Editor of The Sydney Morning Herald and Editor-in-Chief of The Australian Financial Review. D i r e c t o r s ’ S t a t u t o r y R e p o r t Mr Alexander is a member of the Crown Investment Committee. Directorships of other Australian listed companies held during the last three years: (cid:129) Consolidated Media Holdings Limited1: from 16 December 1999 to current (cid:129) SEEK Limited: from 17 April 2009 to 26 August 2009 Benjamin A Brazil BCom LLB, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Brazil is an Executive Director of Macquarie Bank Limited and is Co-Head of its Corporate and Asset Finance Group. He originally commenced employment at Macquarie in 1994 and has operated across a range of geographies and business lines during the course of his career. He holds a Bachelor of Commerce and a Bachelor of Laws from the University of Queensland. Mr Brazil is the Chairman of the Crown Audit & Corporate Governance Committee and a member of the Crown Finance Committee. The Honourable Helen A Coonan BA, LLB, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Ms Coonan is a former Senator for New South Wales serving in the Australian Parliament from 1996 to 2011. She holds degrees in Bachelor of Arts and Bachelor of Laws from the University of Sydney. Prior to entering Parliament she worked as a lawyer including as principal of her own legal firm, as a partner in law firm Gadens, as a commercial barrister in Australia and as an attorney in New York. In Parliament, Ms Coonan served as the Deputy Leader of the Government in the Senate. She was appointed to Cabinet as the Minister for Communications, Information Technology and the Arts and was shareholder Minister for Telstra Corporation and Australia Post. She also served as the Minister for Revenue and Assistant Treasurer and had portfolio oversight of the Australian Taxation Office and the Australian Prudential Regulation Authority. Ms Coonan is a member of the Advisory Council of J.P. Morgan, a Trustee of the Sydney Opera House Trust, Chair of the Conservation Council of the Opera House Trust, Member of the Australian World Heritage Advisory Committee and a Non-Executive Director of Obesity Australia Limited. She is also a member of Chief Executive Women. Christopher D Corrigan, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– From March 1990 to July 2006, Mr Corrigan was Managing Director of Patrick Corporation Limited, Australia’s largest container terminal operator and stevedore. Patrick Corporation Limited also had interests in land-based logistics, freight rail transportation and aviation through Virgin Blue. In 1990, Mr Corrigan sponsored the formation of a development capital business, Jamison Equity, which in December 1996 became a wholly owned subsidiary of the then publicly listed company Patrick Corporation Limited. Prior to that, Mr Corrigan had a career with Bankers Trust spanning 20 years, including periods as Managing Director of Bankers Trust in Australia and then the Asia-Pacific region. In September 2011, Mr Corrigan became the Chairman of Qube Logistics Holdings Limited. He is also a Director of Consolidated Media Holdings Limited. Mr Corrigan is a member of the Crown Nomination and Remuneration Committee. Directorships of other Australian listed companies held during the last three years: (cid:129) Consolidated Media Holdings Limited1: from 8 March 2006 to current (cid:129) Qube Logistics Holdings Limited: from 23 March 2011 to current (cid:129) Webster Limited: from 30 November 2007 to 9 July 2010 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 45 D IRE C TO RS’ STATUTORY REPORT CO NTINUED D C C o o i r r r e p p c o o t o r r a a r s t t e e ’ S G G t o o a v v t u e e t r r o n n r a a y n n R c c e e e p S S o t t a a r t t t e e m m e e n n t t Rowen B Craigie BEc (Hons), Chief Executive Officer and Managing Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Craigie was appointed Chief Executive Officer and Managing Director in 2007. He is also a director of Crown Melbourne Limited, Burswood Limited, Melco Crown Entertainment Limited and Aspers Holdings (Jersey) Limited. Mr Craigie previously served from 2005 to 2007 as the Chief Executive Officer of PBL Gaming and as the Chief Executive Officer of Crown Melbourne Limited from 2002 to 2007. Mr Craigie joined Crown Melbourne Limited in 1993 and was appointed as the Executive General Manager of its Gaming Machines department in 1996 and was promoted to Chief Operating Officer in 2000. Prior to joining Crown Melbourne Limited, Mr Craigie was the Group General Manager for Gaming at the TAB in Victoria from 1990 to 1993 and held senior economic policy positions in Treasury and the Department of Industry in Victoria from 1984 to 1990. Mr Craigie is a member of Crown’s Investment, Occupational Health, Safety & Environment, Responsible Gaming and Risk Management Committees. Rowena Danziger AM, BA, TC, MACE, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mrs Danziger’s professional experience spans over 30 years in various Australian and American educational institutions. Mrs Danziger was the Headmistress at Ascham School in Sydney from 1973 to 2003. She is currently Chairperson of The Foundation of the Art Gallery of NSW. Mrs Danziger is also a Director of Consolidated Media Holdings Limited and Crown Melbourne Limited and is Chair of the Crown Occupational Health, Safety & Environment Committee and a member of the Crown Audit & Corporate Governance, Responsible Gaming and Risk Management Committees. Directorships of other Australian listed companies held during the last three years: (cid:129) Consolidated Media Holdings Limited1: 17 September 1997 to current Geoffrey J Dixon, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Dixon is Chairman of the Australian Government’s major tourism marketing organisation, Tourism Australia, and Chairman of the Garvan Medical Research Foundation. Mr Dixon also sits on the boards of publicly listed Australian companies, Consolidated Media Holdings Limited and Facilitate Digital Holdings Limited. He is on the boards of Voyages Indigenous Tourism Australia, the Museum of Contemporary Art and the Great Barrier Reef Foundation and is an Ambassador for the Australian Indigenous Education Foundation. Mr Dixon has also worked in the media, mining and government sectors. Mr Dixon was Managing Director and Chief Executive Officer of Qantas Airways Limited from 2001 to 2008. He joined Qantas Airways Limited in 1994 and was also Chief Commercial Officer and, for two years, Deputy Chief Executive. Mr Dixon is the Chair of the Crown Finance, Nomination and Remuneration and Risk Management Committees. Directorships of other Australian listed companies held during the last three years: (cid:129) Consolidated Media Holdings Limited1: from 31 May 2006 to current (cid:129) Facilitate Digital Holdings Limited: from 9 July 2009 to current 46 Professor John S Horvath AO, MB, BS (Syd), FRACP, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Professor Horvath was the Australian Government Chief Medical Officer from 2003 to 2009. He is currently continuing to advise the Department of Health & Ageing and the School of Medicine, University of Sydney, and holds the position of Honorary Professor of Medicine. Professor Horvath is a Fellow of the Royal Australasian College of Physicians and is a distinguished practitioner, researcher and teacher. Professor Horvath sits on the Board of the Garvan Research Foundation, the Centenary Institute of Medical Research and Health Workforce Australia. He is a member of the Advisory Board to the World Health Organisation Influenza Collaborating Centre, a member of the Advisory Council to the Australian Organ and Tissue Donation Agency and a member of the Finance and Administration Committee of the School of Medicine at the University of Sydney. Professor Horvath was previously Clinical Professor of Medicine at the University of Sydney. He is also known as a leader in a range of medical training and workforce organisations. He is also a former President of the Australian Medical Council and the NSW Medical Board. D C o i r r e p c o t o r a r s t e ’ S G t o a v t u e t r o n r a y n R c e e p S o t a r t t e m e n t Professor Horvath is the Chair of the Crown Responsible Gaming Committee and a member of the Crown Occupational Health, Safety & Environment Committee. Ashok Jacob BSc, MBA, Non-independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Jacob is a Non-Executive Director of Crown Limited as well as a Director of Consolidated Media Holdings Limited. Mr Jacob is the Chairman of Ellerston Capital. Mr Jacob was the CEO of Consolidated Press Holdings Limited from 2006 to 2011 and previously the Joint CEO from 1998 to 2006. Mr Jacob is a director of Consolidated Press Holdings Limited and a director of MRF Limited. Mr Jacob holds a Master of Business Administration from the Wharton School, University of Pennsylvania and a Bachelor of Science from the University of Bangalore. Mr Jacob is a member of the Crown Investment Committee. Directorships of other Australian listed companies held during the last three years: Consolidated Media Holdings Limited1: from 9 November 1998 to 8 April 2009, reappointed on 10 September 2009 to current Challenger Financial Services Group Limited: from 6 November 2003 to 8 September 2009 Michael R Johnston BEc, CA, Non-independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Johnston is the Finance Director of Consolidated Press Holdings Limited, having previously been an advisor to the Consolidated Press Holdings Group for 17 years. As Finance Director, Mr Johnston oversees a large number of operational businesses within the Consolidated Press Holdings Group and its controlled associates. Mr Johnston was also the Chief Financial Officer of Ellerston Capital (a subsidiary of Consolidated Press Holdings Limited) until 30 June 2008. He is an alternate Director of Consolidated Media Holdings Limited. Prior to his appointment with the Consolidated Press Holdings Group, Mr Johnston was a senior partner in the Australian member firm of Ernst & Young. Mr Johnston was also on the Board of Partners of Ernst & Young, Australia. Mr Johnston holds a Bachelor of Economics degree from Sydney University and is an Associate of the Institute of Chartered Accountants of Australia. Mr Johnston is a member of the Crown Audit & Corporate Governance, Finance and Occupational Health, Safety & Environment Committees. Directorships of other Australian listed companies held during the last three years: (cid:129) Consolidated Media Holdings Limited1: from 16 December 2005 to 8 April 2009 (from 8 April 2009, alternate director to Mr James Packer and Mr Guy Jalland; from 10 September 2009 to current, alternate director to Mr Ashok Jacob) (cid:129) Challenger Financial Services Group Limited: from 24 February 2006 to 8 September 2009 (alternate director to Mr James Packer and Mr Ashok Jacob) (cid:129) Living and Leisure Australia Group: from 23 August 2011 to 10 February 2012 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 47 D IRE C TO RS’ STATUTORY REPORT CO NTINUED D C o i r r e p c o t o r a r s t e ’ S G t o a v t u e t r o n r a y n R c e e p S o t a r t t e m e n t Harold C Mitchell AC, Independent, Non-Executive Director ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Harold Mitchell is the founder of Mitchell & Partners and Executive Chairman of Aegis Media Pacific. Since he started Mitchell & Partners in 1976, the company has evolved to become the largest media and communications group in Australia today, with a growing presence in New Zealand and across the Asia-Pacific region. In December 2000, he launched the Harold Mitchell Foundation which distributes funds between health and the arts. He has been Chairman of the National Gallery of Australia, President of the Melbourne International Festival of Arts, Director of Deakin Foundation, President of the Museums Board of Victoria and a Board Member of the Opera Australia Council. Mr Mitchell holds a large number of community roles including Chairman CARE Australia, Chairman of the Melbourne Symphony Orchestra, Chairman of ThoroughVision, Chairman and Owner of the Melbourne Rebels Rugby Union team, Chairman of TVS (University of Western Sydney’s television service for Greater Sydney), Chairman of Art Exhibitions Australia, Chairman of the Florey Institute of Neuroscience and Mental Health and Vice President of Tennis Australia. In December 2002, Deakin University conferred on him an honorary degree of Doctor of Laws. In 2003, he delivered the Andrew Olle Memorial Lecture on Media. In January 2004, he was awarded the Officer of the Order of Australia for his services as a benefactor and fundraiser in support of artistic and cultural endeavour. On 28 July 2005, he was awarded the Richard Pratt Business Leader Award given by the Australian Business Arts Foundation in recognition of excellence in arts leadership. Mr Mitchell was appointed Companion of the Order of Australia in 2010 for eminent service to the community through leadership and philanthropic endeavours in the fields of art, health and education and as a supporter of humanitarian aid in Timor-Leste and Indigenous communities. In December 2011, Mr Mitchell was awarded an Honorary Doctorate – Doctor of Business Honoris Causa, by RMIT University and in 2012 he was inducted into the Adnews Hall of Fame. Mr Mitchell is a member of the Crown Nomination and Remuneration Committee. Directorships of other Australian listed companies held during the last three years: (cid:129) Mitchell Communication Group Limited – From 10 March 2000 to 24 November 2010 (removed from ASX) Notes: 1. Consolidated Media Holdings Limited (previously Publishing and Broadcasting Limited, ASX Code: PBL). Company secretary details Michael J Neilson BA, LLB ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Mr Neilson is Crown’s General Counsel and joint Company Secretary. Prior to his appointment with Crown, he was General Counsel for Crown Melbourne Limited, a position he held from 2004 to 2007. Prior to joining the Crown group, Mr Neilson spent 10 years in a commercial legal practice in Melbourne before joining the Lend Lease Group in Sydney in 1997 as General Counsel for Lend Lease Property Management. In 1998, he was appointed General Counsel and Company Secretary of General Property Trust, the position he held until joining Crown Melbourne Limited in 2004. Mr Neilson is also a member of the Board of Trustees of the International Association of Gaming Advisers (IAGA) and a member of the School Council of Camberwell Grammar School. Mary Manos BCom, LLB (Hons), GAICD ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Ms Manos was appointed joint Company Secretary in April 2008. She commenced employment with the Crown group in October 2007 just prior to implementation of the PBL Scheme and the Demerger Scheme. Prior to joining Crown, Ms Manos was a Senior Associate in a Melbourne law firm, specialising in mergers and acquisitions and corporate law. Ms Manos is a Graduate of the Australian Institute of Company Directors. 48 Other officer details In addition to the above, Crown’s principal officers include: (cid:129) Kenneth M Barton Chief Financial Officer (cid:129) W Todd Nisbet Executive Vice President, Strategy and Development (cid:129) Greg F Hawkins Chief Executive Officer, Crown Melbourne (from 5 December 2011) (cid:129) Barry J Felstead Chief Executive Officer, Crown Perth Relevant interests of Directors Details of relevant interests of current Directors in Crown shares as at 30 June 2012 were as follows: D C o i r r e p c o t o r a r s t e ’ S G t o a v t u e t r o n r a y n R c e e p S o t a r t t e m e n t Director John Alexander Rowen Craigie Rowena Danziger Harold Mitchell James Packer Notes: Total number of ordinary shares1 506,047 35,2172 30,896 114,887 350,311,967 1. For more information on relevant interests of current Directors, please see the Remuneration Report and the key management personnel disclosures set out in the Notes to the Financial Statements. 2. The registered holder of these shares is Australian Executor Trustees Limited as trustee under the 2010 Crown Limited Long Term Incentive Plan. Mr Craigie may become entitled to have those shares transferred to him after 30 June 2014 if certain conditions in the 2010 Crown Limited Long Term Incentive Plan are met. Other than in connection with Crown’s Long Term Incentive Plan which is described in the Remuneration Report, none of Crown’s Directors is party to any contract which would give that Director the right to call for the delivery of shares in Crown. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 49 D IRE C TO RS’ STATUTORY REPORT CO NTINUED D C o i r r e p c o t o r a r s t e ’ S G t o a v t u e t r o n r a y n R c e e p S o t a r t t e m e n t Board and Committee meetings Set out below are details of the number of Board meetings and Committee meetings held by Crown during the 2012 financial year together with each Director’s attendance details. Audit & Corporate Governance Committee Nomination and Remuneration Committee Occupational Health, Safety & Environment Committee Finance Committee Responsible Gaming Committee Risk Management Committee Board Meetings Meetings Meetings Meetings Meetings Meetings Meetings Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended Held Attended J D Packer J H Alexander B A Brazil H L Coonan* C D Corrigan R B Craigie R Danziger G J Dixon J S Horvath A P Jacob M R Johnston H C Mitchell 7 7 7 4 7 7 7 7 7 7 7 7 7 7 7 4 7 7 7 7 6 6 7 7 * Appointed 2 December 2011 3 3 3 3 3 3 3 3 2 2 2 2 2 2 2 2 2 2 2 2 4 4 4 4 4 4 4 4 6 6 6 6 6 6 2 2 2 2 2 2 The Corporate Governance Statement includes details on Committee structure and membership during the year. Under Crown’s Constitution, its Board and Committee Charters, documents containing written resolutions assented to by Directors are to be taken as a minute of a meeting of Directors or of a Committee (as the case may be). There were two written resolutions assented to by the Board this financial year. There were also two written resolutions assented to by the Investment Committee and one by the Finance Committee. The Investment Committee did not formally meet this financial year. Shares and Options Crown has not granted any options over unissued shares. There are no unissued shares or interests under option. No shares or interests have been issued during or since year end as a result of option exercise. Indemnity and Insurance of Officers and Auditors Director and officer indemnities Crown indemnifies certain persons as detailed in its Constitution in accordance with the terms of the Crown Constitution. Directors’ and officers’ insurance During the year Crown has paid insurance premiums to insure officers of the Crown group against certain liabilities. The insurance contract prohibits disclosure of the nature of the insurance cover and the amount of the insurance payable. 50 D C o i r r e p c o t o r a r s t e ’ S G t o a v t u e t r o n r a y n R c e e p S o t a r t t e m e n t Auditor Information Auditor details Ernst & Young has been appointed Crown’s auditor. Mr Brett Kallio is the Ernst & Young partner responsible for the audit of Crown’s accounts. True and fair information There is no additional true and fair information included in the financial report. Non-audit services Details of the amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 28 of the Financial Report. Crown acquires non-audit services from Ernst & Young, largely in respect of taxation matters relating to pre-demerger and ongoing taxation items. These include, but are not limited to, matters in respect of the financial years ending on or prior to 30 June 2007, which at the time of the de-merger of Crown and Consolidated Media Holdings Limited (then Publishing and Broadcasting Limited (PBL)) agreed they would share as follows: (cid:129) Crown: 75 per cent; and (cid:129) CMH: 25 per cent. The ratio of non-audit to audit services provided by Ernst & Young to Crown is approximately 4.9:1. This ratio reflects that: (cid:129) Ernst & Young advised Crown on matters relating to Crown’s involvement in the listing of MCE on SEHK, Crown’s acquisition of its interest in Echo Entertainment Group Limited, the Exclusive Dealing Agreement with Lend Lease Corporation Limited; and (cid:129) The fees paid by Crown to Ernst & Young in respect of non-audit services, largely taxation advisory services, mostly reflect taxation matters pre-dating the PBL de-merger (which occurred in December 2007). In the absence of pre-demerger matters, the ratio of non-audit services to audit services provided by Ernst & Young would be lower. The Directors are satisfied that the non-audit services are compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Board considers that the nature and scope of the services provided do not affect auditor independence. Rounding The amounts contained in the financial statements have been rounded off to the nearest thousand dollars (where rounding is applicable) under the option available to Crown under ASIC Class Order 98/0100. Crown is an entity to which the Class Order applies. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 51 R e m u n e r a t i o n R e p o r t Remuneration Report This Remuneration Report for the year ended 30 June 2012, outlines the Director and executive remuneration arrangements of Crown in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Crown group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Crown group, directly or indirectly, including any Director (whether executive or otherwise) of the parent company. For further details of KMP, refer to note 30 of the Financial Report. The disclosures in the Remuneration Report have been audited. The Remuneration Report is presented under the following sections: 1. Introduction 2. Response to Vote Against 2011 Remuneration Report 3. Overview of Remuneration Policy 4. Details of Senior Executive Remuneration Structure (cid:129) Fixed Remuneration (cid:129) Performance Based Remuneration – Short Term Incentives – Long Term Incentive: 2010 Crown LTI (cid:129) Relationship between Remuneration Policy and Company Performance (cid:129) Policy on entering into transactions in associated products which limit economic risk 5. Remuneration details for Non-Executive Directors (including statutory remuneration disclosures) 6. Remuneration details for Senior Executives (cid:129) Executive Contract Summaries (cid:129) Statutory Remuneration Disclosures Introduction Persons to whom Report applies The remuneration disclosures in this Report cover the following persons: Non-Executive Directors (cid:129) Benjamin A Brazil (cid:129) Helen A Coonan (appointed 2 December 2011) (cid:129) Christopher D Corrigan (cid:129) Rowena Danziger (cid:129) Geoffrey J Dixon (cid:129) John S Horvath (cid:129) Ashok Jacob (cid:129) Michael R Johnston (cid:129) Harold C Mitchell Executive Directors (cid:129) James D Packer (Executive Chairman) (cid:129) John H Alexander (Executive Deputy Chairman) (cid:129) Rowen B Craigie (Managing Director and Chief Executive Officer) Other company executives and key management personnel (cid:129) Kenneth M Barton (Chief Financial Officer) (cid:129) Barry J Felstead (Chief Executive Officer, Crown Perth) (cid:129) Greg F Hawkins (Chief Executive Officer, Crown Melbourne from 5 December 2011) (cid:129) W Todd Nisbet (Executive Vice President – Strategy and Development) 52 R e m u n e r a t i o n R e p o r t In this Report the group of persons comprised of the Executive Directors and the other company executives and key management personnel (listed above) are referred to as “Senior Executives”. Response to vote Against 2011 Remuneration Report At Crown’s 2011 Annual General Meeting, Crown received votes against its Remuneration Report representing greater than 25% of the votes cast by persons entitled to vote. In other words, Crown received a “First Strike” against its 2011 Remuneration Report. In these circumstances, the Corporations Act 2001 requires Crown to include in this year’s Remuneration Report, an explanation of the Board’s proposed action in response to that First Strike or, alternatively, if the Board does not propose any action, the Board’s reason for such inaction. Crown’s response to the First Strike was to arrange for senior management to meet with proxy advisers and key institutional investors to discuss and to understand the main reasons why Crown received the vote against the 2011 Remuneration Report. In summary, the common theme identified was the need for a more extensive explanation of the rationale behind the new Crown Long Term Incentive Scheme (the Crown LTI) and for more visibility on the actual performance against the relevant hurdles for the Crown LTI. In last year’s Remuneration Report, the Crown LTI was described as a mechanism for rewarding relevant senior executives for achieving certain “earnings per share targets”. Crown has been requested to provide further disclosure about: (cid:129) how the earnings per share targets are developed and set; (cid:129) why “earnings per share” is an appropriate target for the Crown LTI (as opposed to other available measures); (cid:129) what the earnings per share targets over the life of the Crown LTI are; and (cid:129) certain features of the Crown LTI such as the right of participants to receive dividends, the ability of the Plan to respond to control or capital reconstruction events and factors in the Crown LTI which are designed to ameliorate “cliff’s edge” vesting of bonus tranches. In addition, Crown has been asked to provide a response to the perceived high level of fixed remuneration of the Chief Executive Officer and Managing Director. Crown’s 2012 Remuneration Report has been amended and expanded to respond to the feedback referred to above. Crown has not, however, amended its overall remuneration policy. The Crown Board remains confident that Crown’s remuneration policy and the level and structure of its executive remuneration are suitable for the company and its shareholders. Subsequent to the 2011 Annual General Meeting, the Crown Board and the Crown Nomination and Remuneration Committee has not engaged any remuneration consultants to advise on remuneration policy or the level or structure of its executive remuneration. A consultant, Egan & Associates, has, however, reviewed this Remuneration Report and provided advice on the drafting of the Report. Overview of Remuneration Policy Philosophy Crown is a company that provides outstanding customer service and to remain competitive Crown must continue to enhance the experience of all customers who visit Crown’s properties. As a result, the performance of the Crown group is highly dependent upon the quality of its Directors, senior executives and employees. Crown seeks to attract, retain and motivate skilled Directors and senior executives in leadership positions of the highest calibre. Crown’s remuneration philosophy is to ensure that remuneration packages properly reflect a person’s duties and responsibilities, that remuneration is appropriate and competitive both internally and as against comparable companies and that there is a direct link between remuneration and performance. Crown has differing remuneration structures in place for Non-Executive Directors and senior executives. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 53 RE MUNE RATION REPORT CONTI NUED Non-Executive Directors R e m u n e r a t i o n R e p o r t The process for determining remuneration of the Non-Executive Directors has the objective of ensuring maximum benefit for Crown by the retention of a high quality Board. The Nomination and Remuneration Committee bears the responsibility of determining the appropriate remuneration for Non-Executive Directors. Non-Executive Directors’ fees are reviewed periodically by the Nomination and Remuneration Committee with reference taken to the fees paid to the Non-Executive Directors of comparable companies. The Nomination and Remuneration Committee is subject to the direction and control of the Board. In forming a view of the appropriate level of Board fees to be paid to Non-Executive Directors, the Committee may also elect to receive advice from independent remuneration consultants, if necessary. Details regarding the composition of the Committee and its main objectives are outlined in the Corporate Governance Statement. The Nomination and Remuneration Committee is comprised solely of Non-Executive independent directors. No performance based fees are paid to Non-Executive Directors. Non-Executive Directors are not entitled to participate in Crown’s long term incentive plan (described more fully below) and were not entitled to participate in Crown’s Executive Share Plan. Non-Executive Directors are not provided with retirement benefits other than statutory superannuation at the rate prescribed under the Superannuation Guarantee legislation. Senior Executives The remuneration structure incorporates a mix of fixed and performance based remuneration. The following section provides an overview of the fixed and performance based elements of executive remuneration. The summary tables provided later in this Report indicate which elements apply to each Senior Executive. Crown’s key strategies and business focuses are to: (cid:129) continue to maximise the performance of Crown Melbourne and Crown Perth and to manage the significant capital expenditure programs currently underway to deliver value for shareholders; (cid:129) work with MCE to maximise the value of MCE’s Macau business; (cid:129) improve the profitability of Crown’s international joint ventures; and (cid:129) assess other relevant growth opportunities. Senior Executive remuneration structure is tied to these strategies and focuses. Details of Senior Executive Remuneration Structure Fixed remuneration The objective of fixed remuneration is to provide a base level of remuneration which is appropriate to the Senior Executive’s responsibilities, the geographic location of the Senior Executive and competitive standing in the appropriate market. Fixed remuneration is therefore determined with reference to available market data, the scope and any unique aspects of an individual’s role and having regard to the qualifications and experience of the individual. From time to time, Crown seeks a range of specialist advice to establish the competitive remuneration for its Senior Executives. Fixed remuneration typically includes base salary and superannuation at the rate prescribed under the Superannuation Guarantee legislation, mobile telephone costs, complimentary privileges at Crown Melbourne and Crown Perth and may include, at the election of the Senior Executive, other benefits such as a motor vehicle, additional contribution to superannuation, car parking and staff gym membership, aggregated with associated fringe benefits tax to represent the total employment cost (TEC) of the relevant Senior Executive to Crown. Fixed remuneration for the Senior Executives (except the Chief Executive Officer and Managing Director) is reviewed annually by the Chief Executive Officer and Managing Director and the Executive Chairman of Crown and is approved by the Nomination and Remuneration Committee. 54 The review process measures the achievement by the Senior Executives of their Key Performance Objectives (KPOs) established at the beginning of the financial year (see further below), the performance of Crown and the business in which the Senior Executive is employed, relevant comparative remuneration in the market and relevant external advice. Fixed remuneration for the Chief Executive Officer and Managing Director is reviewed by the Executive Chairman and approved annually following consideration by the Nomination and Remuneration Committee of his or her performance against his or her annual KPOs. The fixed remuneration for Crown’s Chief Executive Officer and Managing Director, Mr Rowen Craigie, was determined in 2007 as part of the de-merger of the gaming businesses of Publishing and Broadcasting Limited and listing of Crown Limited in December 2007. Details of Mr Craigie’s remuneration, including his fixed remuneration, were included in the Demerger Scheme Booklet issued by Publishing and Broadcasting Limited and considered by Publishing and Broadcasting Limited shareholders at the Scheme meeting on 30 November 2007. Mr Craigie’s fixed remuneration has not changed since that date. Mr Craigie’s fixed remuneration is in the top quartile of ASX top 50 listed companies. Mr Craigie’s maximum short term incentive, however, is at the 75th percentile for the same group and below the median level on a realised basis. In addition, Mr Craigie’s fixed remuneration is comparable to the CEOs of global gaming companies with operations across several jurisdictions. When taken together with his potential STI payment, Mr Craigie’s remuneration is below the average of his peers in the global gaming industry. R e m u n e r a t i o n R e p o r t The global gaming industry is highly competitive and the Board believes Mr Craigie’s skills and experience in developing and operating major integrated resorts are in high demand in this industry. The Board believes that these capabilities, together with Mr Craigie’s longstanding association with Crown’s Australian businesses, are valuable to the group and that accordingly, Mr Craigie’s remuneration (which was negotiated in 2007) remains appropriate. Any payments relating to redundancy or retirement are as specified in each relevant Senior Executive’s contract of employment. For summaries of Senior Executive contracts of employment, see page 67. Performance based remuneration The performance based components of remuneration for Senior Executives seek to align the rewards attainable by Senior Executives with the achievement of particular annual and long term objectives of Crown and the creation of shareholder value over the short and long term. The performance based components which applied to the Senior Executives during the year are as follows: (cid:129) Short Term Incentives (STI); and (cid:129) Long Term Incentives (the Crown LTI). The predecessor to the Crown LTI was the Executive Share Plan (ESP). Whilst the ESP was still in operation at the commencement of financial year 2012, it was subsequently wound up and provided no practical benefit to Senior Executives. A key focus of the Crown Board is the achievement of the Crown group’s annual business plan and budget and the long term financial plan. In order to provide incentives to executives, each of the STI and the Crown LTI link back to elements of the business plan and budget and long term financial plan. It is therefore important to understand how that business plan and budget and long term financial plan are developed. Development of Long Term Financial Plan (Four Year Financial Plan) Each year, the Crown Board approves a financial plan which contains the key assumptions and forecasts for each Crown group business and for the Crown group as a whole for the four year period commencing in the following financial year (Four Year Financial Plan). The process for developing, reviewing and approving each Four Year Financial Plan is rigorous. Each department in each Crown business must prepare a four year financial plan. Key inputs into this process include current operating performance and the previously approved Four Year Financial Plan, having regard to: (cid:129) performance relative to targets set in the previous Four Year Financial Plan; (cid:129) any changes in the business; (cid:129) any changes in factors affecting performance over the four year period; and (cid:129) any new strategic initiatives and changes in the market in which those businesses are operating. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 55 RE MUNE RATION REPORT CONTI NUED The targets in each department’s four year financial plan incorporate an underlying target growth in operating profit with additional operating profit increases arising from capital expenditure programs, performance improvement initiatives and other strategic impacts. Each department’s four year forecast is consolidated into the relevant business’s four year forecast which is then reviewed by the CEO and CFO of the relevant business. In turn, each business’s four year forecast is then incorporated into the Four Year Financial Plan and reviewed by the Crown Limited CEO and CFO. The Four Year Financial Plan is then reviewed by the Executive Chairman before it is submitted to the Crown Board for review and approval. R e m u n e r a t i o n R e p o r t Development of Annual Business Plan and Budget Crown’s annual business plan and budget (Annual Business Plan and Budget) is prepared following approval by the Crown Board of the Crown Four Year Financial Plan. The Annual Business Plan and Budget is based on the first year of the Four Year Financial Plan and details key operational strategic initiatives and the risks to be addressed. It is developed on a departmental basis, which is then incorporated into each business’s annual budget and business plan and, finally, into the Crown group Annual Business Plan and Budget, which then must be approved by the Crown Board. Short Term Incentives (STI) The remuneration of the Senior Executives is linked to Crown’s short term annual performance through a cash-based STI. Individuals may be paid an STI following an assessment of the performance of the Crown group in the previous year and the performance of the individual against agreed annual KPOs. Senior Executives have a potential or target STI, which is subject to the Crown group’s performance and the achievement of the Senior Executive’s KPOs established at the beginning of each financial year. In summary, the typical KPO structure might comprise the following elements: Financial Performance Objectives Performance against budgeted normalised EBITDA1 and/or net profi t after tax. Typical Non-fi nancial Objectives (cid:129) Management of major capital expenditure programs to ensure projects are delivered on time and on budget, while minimising disruption at relevant Australian properties as well as the subsequent delivery of anticipated benefits from those capital programs. (cid:129) Reinforcement and delivery of outstanding customer experiences through continuous improvement in Crown’s service culture. (cid:129) Successful management of Crown stakeholders, including government, media, trade unions and community organisations, to achieve targeted outcomes. (cid:129) Achievement of successful expansion of customer base for Crown properties through marketing or other relevant activities. (cid:129) Growth in engagement levels of employees across Crown. (cid:129) Achievement of margin improvement targets through the implementation of approved programs aimed at reducing costs and increasing asset yield. (cid:129) Achievement (or maintenance) of improvements in key occupational health and safety statistics. (cid:129) Achievement of VIP turnover growth and market share. 1 In this Report, the term “normalised EBITDA” represents EBITDA which has been adjusted to exclude the impact of any variance from theoretical win rate on VIP program play and the impact of significant items (where applicable). Financial performance objectives are derived from Crown’s Annual Business Plan and Budget as the Crown Board considers this is the best way to ensure that Crown meets that Annual Business Plan and Budget, aligning performance outcomes with shareholder value. 56 R e m u n e r a t i o n R e p o r t A failure to achieve relevant financial performance objectives will result in Senior Executives receiving either, no STI bonus or, where relevant financial performance objectives are only partially met, a reduced STI bonus. The Crown Board retains discretion, however, to pay an STI bonus where financial performance objectives have not been met, but other objectives have been achieved. Appropriate non-financial performance objectives (such as those set out above) are also included in a Senior Executive’s KPOs where they are within that Senior Executive’s sphere of influence and are relevant to the Senior Executive’s area of work. These metrics are aligned with the achievement of Crown’s Annual Business Plan and Budget. The performance of each Senior Executive against financial and non-financial KPOs is reviewed on an annual basis. Whether KPOs have been achieved is determined by the Chief Executive Officer and Managing Director, having regard to the operational performance of the business or function in which the Senior Executive is involved and the Chief Executive Officer and Managing Director’s assessment of the attainment of the individual’s KPOs. The Chief Executive Officer and Managing Director and the Executive Chairman review performance based remuneration entitlements and recommend the STI payments, subject to final approval by the Nomination and Remuneration Committee and the Board. The Chief Executive Officer and Managing Director’s eligibility for an STI is reviewed by the Executive Chairman and determined by the Nomination and Remuneration Committee on behalf of the Board. In financial year 2012, Crown Limited’s NPAT budget was exceeded and Crown Perth met its financial performance objectives for its non-VIP businesses, however, Crown Melbourne’s financial performance objectives were not met. Accordingly, the group’s financial performance objectives were only met in part. As a result, STI bonuses were reduced. In addition, given the achievement of some important non-financial objectives, the Board exercised its discretion and favourably adjusted the STI bonuses for some senior executives. The CEO received 80% of his target STI bonus of $1 million and did not receive any part of his further “discretionary bonus” of $1 million for exceptional performance. For a more detailed commentary on financial year 2012 STI bonuses see page 71. 2010 Crown LTI (Crown LTI) The Crown LTI has been made available to selected senior executives with effect from 1 July 2010. All Senior Executives together with approximately 20 other senior executives in the Crown group participate in the Crown LTI. Most participants commenced participating in the Crown LTI with effect from 1 July 2010, but some executives who joined the Crown group after this date are participating on a pro rata basis. Operation of the Crown LTI The award of a long term incentive bonus under the Crown LTI is dependent on Crown achieving certain earnings per share hurdles (EPS Hurdles) in respect of, or in relation to, the four financial years ending 30 June 2011, 30 June 2012, 30 June 2013 and 30 June 2014 (each a Plan Year). For the purposes of the Crown LTI, earnings per share (EPS) excludes contribution from Melco Crown Entertainment Limited (MCE) and is calculated in accordance with the following formula: Crown Profit Total Crown Shares where: Crown Profit means, in respect of a Plan Year, the normalised net profit after tax of the group for that Plan Year (excluding the contribution made by MCE); and Total Crown Shares means the average of the largest number of Crown shares on issue during each day during the relevant Plan Year. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 57 RE MUNE RATION REPORT CONTI NUED How EPS Hurdles are derived R e m u n e r a t i o n R e p o r t The EPS Hurdles adopted in the Crown LTI were derived directly from EPS forecasts put in place in respect of the 2011 Four Year Financial Plan (each an EPS Target). Accordingly, the Crown LTI is specifically designed to provide an incentive to senior executives participating in the Crown LTI (Participants) to ensure the Four Year Financial Plan from financial year 2011 to financial year 2014 is met. The way in which Crown’s Four Year Financial Plans are developed has been described in detail above. The EPS Hurdles in financial year 2011, financial year 2012 and financial year 2013 are 98% of the EPS Target for the relevant year in the Four Year Financial Plan. The EPS Hurdle in financial year 2014 is 100% of the EPS Target for the relevant year in the Four Year Financial Plan. The Four Year Financial Plan upon which EPS Hurdles are based has not been varied and remains the basis for determining the Crown LTI bonus payments. Why EPS has been used as the single measure for Crown LTI Crown has elected to use earnings per share as the single measure for its Crown LTI. Earnings per share targets represent the product of individual business unit future performance projections (as determined by relevant executives based on their business unit’s four year financial plan targets). These individual future performance projections are aggregated with group costs, interest and taxes to arrive at a Crown group earnings per share target. As a result, each executive knows with certainty what performance hurdles need to be met from their respective business operations over an extended period in order to meet the EPS Targets. In addition, as the executive group collectively needs to achieve the consolidated EPS Target, it fosters a cooperative approach across businesses to ensure the Crown group as well as individual business unit outcomes are optimised. In developing the Crown LTI, consideration was given by the Crown Board to a range of measures as well as multiple measures, however, ultimately, it was determined that a single clear, unambiguous target in the form of an earnings per share hurdle was best suited to Crown. For example, consideration was given to the use of a relative measure, such as relative total shareholder return (TSR), however, it was decided such measures were not appropriate for Crown. This is because there are a limited number of comparable companies within any sizeable ASX comparator group and many of the larger companies listed on ASX bear little resemblance to Crown (e.g. financial institutions and resource companies). As the results and share prices of such companies can be expected to move in line with different economic factors (such as credit conditions and global resource market conditions) the Crown Board considered it to be inappropriate to base Crown executives’ long term rewards on factors over which Crown executives have little influence. In addition, the complexity of TSR and other relative measures (to accommodate changes in the comparator group, restructurings and capital management initiatives) can, in some cases, cause them to be of limited value in motivating executives to individually and collectively deliver outstanding performance. It is difficult for executives to equate their individual performance and efforts to the performance of Crown’s share price relative to unrelated and incomparable companies. Crown acknowledges that its EPS Targets are, to a large degree, an internal measure. However, Crown has disclosed in this report its historical EPS Targets and EPS Hurdles as well as actual EPS, so that shareholders are able to see the “stretch” nature of these targets. H ow bonuses accrue If an EPS Hurdle is achieved in respect of a Plan Year, a Participant will become entitled to a portion of the potential maximum bonus (Maximum Bonus) which may be achieved under the Crown LTI in accordance with the following table: Plan Year Plan Year 1 Plan Year 2 Plan Year 3 Plan Year 4 Percentage 15% 20% 25% 40% Bonuses are only ultimately paid at the end of financial year 2014 either by way of the transfer of shares acquired under the Crown LTI or the payment of cash. See further below. 58 Effect of achieving an EPS Hurdle If an EPS Hurdle is met in respect of a Plan Year, the Crown LTI provides that Crown will calculate the dollar value of the bonus in respect of the relevant Plan Year (Plan Year Bonus) by multiplying the Maximum Bonus for the Participant by the relevant percentage applicable to that Plan Year (as set out in the table above). If the Plan Year is Plan Year 1, Plan Year 2 or Plan Year 3, Crown will pay the Plan Year Bonus earned by the Participant to the nominated Trustee and instruct the Trustee to apply that Plan Year Bonus to acquire Crown shares on market (Participant Shares), to be held on trust for the benefit of the Participant until the end of Plan Year 4 at which time the shares will be transferred to the Participant. If the Plan Year is Plan Year 4, Crown will pay the Plan Year 4 Plan Year Bonus to the Participant in cash. Crown will also advise the Trustee, who will arrange for any shares held in trust to be transferred to the relevant Participant. R e m u n e r a t i o n R e p o r t Effect of not achieving one or more EPS Hurdles If an EPS Hurdle is not met, the Crown LTI provides as follows: (cid:129) if an EPS Hurdle in respect of Plan Year 1, Plan Year 2 or Plan Year 3 is not met, Crown will calculate the Plan Year Bonus which would have been applied to the purchase of Participant Shares had the relevant EPS Hurdle been met (Carried Over Plan Year Bonus); (cid:129) if the EPS Hurdle in respect of Plan Year 4 is met: – the Plan Year 4 Bonus will be paid by Crown to the relevant Participant in cash; – the Trustee will arrange for any shares held in trust to be transferred to the relevant Participant; and – if the sum of the EPS Targets for financial year 2011, financial year 2012, financial year 2013 and financial year 2014 (Cumulative EPS Hurdle) has also been met, any Carried Over Plan Year Bonuses will also be paid to the relevant Participant in cash. (cid:129) if the EPS Hurdle in respect of Plan Year 4 is not met but both the Fallback Plan Year 4 EPS Hurdle (i.e. 98% of the Plan Year 4 EPS Target) and the Cumulative EPS Hurdle are met: – the Plan Year Bonus in respect of Plan Year 4 will be paid by Crown to the relevant Participant in cash; – any Carried Over Plan Year Bonuses will be paid to the relevant Participant in cash; and – the Trustee will arrange for any shares held in trust to be transferred to the relevant Participant. (cid:129) if neither the EPS Hurdle in respect of Plan Year 4 nor the Fallback Plan Year 4 EPS Hurdle are met but the Cumulative EPS Hurdle is met: – the Plan Year Bonus in respect of Plan Year 4 will not be paid in cash by Crown to the relevant Participant; – any Carried Over Plan Year Bonuses will be paid to the relevant Participant in cash; and – the Trustee will arrange for any shares held in trust to be transferred to the relevant Participant. (cid:129) if neither the EPS Hurdle in respect of Plan Year 4 nor the Cumulative EPS Hurdle are met (whether or not the Fallback Plan Year 4 EPS Hurdle is met): – the Plan Year Bonus in respect of Plan Year 4 will not be paid in cash by Crown to the relevant Participant; – any Carried Over Plan Year Bonuses will lapse and will not be paid by Crown to the relevant Participant; and – the Trustee will arrange for any shares held in trust to be transferred to the relevant Participant. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 59 RE MUNE RATION REPORT CONTI NUED R e m u n e r a t i o n R e p o r t Illustration The following is an illustration of a range of outcomes which might have been achieved by a Participant under the Crown LTI. It does not include every permutation or combination of outcomes which the Crown LTI was designed to achieve. Key: (cid:57) = Achieved (cid:56) = Not achieved. Year 1 EPS Hurdle Met? 15% Year 2 EPS Hurdle Met? 20% Year 3 EPS Hurdle Met? 25% Year 4 EPS Hurdle Met? 40% Fallback Year 4 EPS Hurdle Met? 40% Cumulative EPS Hurdle Met? (cid:57) (cid:57) (cid:57) (cid:57) (cid:56) (cid:57) (cid:57) (cid:57) (cid:56) (cid:56) (cid:57) (cid:57) (cid:56) (cid:56) (cid:56) (cid:57) (cid:56) (cid:56) (cid:56) (cid:56) (cid:57) 60% shares 40% cash (cid:57) 60% shares 40% cash (cid:57) 60% shares No cash (cid:57) 35% shares 65% cash (cid:57) 35% shares 25% cash (cid:57) 15% shares 85% cash (cid:57) 15% shares 45% cash (cid:56) 60% shares No cash (cid:56) 60% shares No cash (cid:56) 35% shares No cash (cid:56) 35% shares No cash (cid:56) 15% shares No cash (cid:56) 15% shares No cash (cid:56) No shares No cash (cid:57) (cid:56) (cid:57) (cid:56) (cid:57) (cid:56) (cid:56) * Note: the percentage allocations between cash and shares are based on the Maximum Bonus, with the share component being valued based on the value of Crown shares at the time of acquisition. Subsequent movements in the price of Crown shares may result in changes to the cash and share proportions. What happens to dividends earned on Crown shares acquired under the Crown LTI All dividends received on shares held in trust are passed through to the Participant. All bonuses earned in the final year of the Crown LTI (including any Carried Over Plan Year Bonuses) will be paid in cash and so no dividends are earned or passed through to executives in respect of these bonuses. What happens if an executive’s employment with Crown ceases If a Participant’s employment with Crown ceases, then the Participant would not be entitled to any part of his or her Crown LTI bonus, except for where the Participant’s employment has been terminated by Crown without cause, in which case the Participant will be entitled to any tranche (in the form of shares held on trust) which has vested prior to the date of termination. The shares will only be transferred to the Participant after the end of financial year 2014, in accordance with the terms of the Crown LTI. 60 R e m u n e r a t i o n R e p o r t How EPS Hurdles can be amended In the event that corporate control events or capital reconstruction events impact the achievement of EPS Hurdles, then the Crown Board has discretion to amend the EPS Hurdles in such a way that does not materially disadvantage Participants. The Crown Board retains general power to amend the rules of the Crown LTI from time to time. In financial year 2012, Crown undertook a share buy back during which Crown bought back 30 million Crown shares or 4% of Crown’s shares then on issue for approximately $238.1 million. The Crown Board has considered the impact of the financial year 2012 share buy back along with the impact of other corporate activity undertaken during financial year 2012 and determined not to adjust the EPS Targets as a result of the financial year 2012 share buy-back. How the Crown LTI ameliorates issues with “cliff’s edge” vesting As noted above, Crown was requested to provide more information about the nature of vesting, particularly whether the bonuses paid under the Crown LTI are in the nature of “cliff’s edge” (i.e., all or nothing) outcomes or graduated outcomes. As described above, key features of the Crown LTI are that: (cid:129) the EPS Hurdles for Plan Years 1, 2 and 3 are set at 98% of the EPS Targets in the 2011 Four Year Financial Plan; and (cid:129) if at the end of financial year 2014, on a cumulative basis, the EPS Hurdles over all four years are met, then any Carried Over Plan Year Bonuses will vest and be paid to the relevant senior executive in cash. Accordingly, when viewed as a whole, the Maximum Bonus under the Crown LTI consists of four separate and individually achievable targets, as well as a cumulative target. As a result, there are a range of potential outcomes depending on performance against target in each year of the Crown LTI as well as the cumulative result. This is designed to ameliorate issues with “cliff’s edge” vesting, by giving participants a “second chance” to have a tranche paid when an individual EPS Hurdle is not met. Disclosure of prospective EPS Targets and historical EPS Targets The disclosure of prospective EPS Targets would have the consequence of providing the market and Crown’s competitors with Crown’s forecasted financial forecasts. It has been Crown’s longstanding practice not to disclose prospective financial information and financial forecasts. Accordingly, Crown will not publicly disclose prospective EPS Targets. Such concerns, however, are not as significant in relation to historical EPS Targets and EPS Hurdles and performance against those historical EPS Hurdles. Set out below are the EPS Targets and EPS Hurdles which applied for financial year 2011 and financial year 2012 together with Crown’s actual EPS for financial year 2011 and financial year 2012. EPS Target (2011 Four Year Financial Plan) EPS Target Growth (2011 Four Year Financial Plan) EPS Hurdle (Crown LTI)* Actual EPS Actual EPS Growth (from previous year) 44.1 cents N/A 43.2 cents 42.3 cents (3.0%) 48.7 cents 10.4% 47.7 cents 43.9 cents 3.7% Tranche Vested? No No Financial Year 2011 Financial Year 2012 * In financial year 2011, financial year 2012 and financial year 2013, the EPS Hurdle is 98% of the 2011 Four Year Financial Plan EPS Target. All references in the above table to “EPS” exclude the contribution made by MCE. Given that the financial year 2011 and financial year 2012 EPS Hurdles were not met, participants have lost the opportunity to acquire the maximum proportion of shares (60%) under the Crown LTI. The range of outcomes available to a Participant are now reduced. The potential maximum proportion of shares which may now be achieved has reduced to 25%. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 61 RE MUNE RATION REPORT CONTI NUED R e m u n e r a t i o n R e p o r t Set out below are some further illustrations of possible future outcomes (recognising that the financial year 2011 and financial year 2012 EPS Hurdles were not met). Again, the following does not represent the full range of outcomes which might be achieved. Year 1 EPS Hurdle Met? 15% Year 2 EPS Hurdle Met? 20% Year 3 EPS Hurdle Met? 25% Year 4 EPS Hurdle Met? 40% Fallback Year 4 EPS Hurdle Met? 40% (cid:56) (cid:56) (cid:56) (cid:56) (cid:57) (cid:57) (cid:57) (cid:56) (cid:57) (cid:56) Cumulative EPS Hurdle Met? (cid:57) 25% shares 75% cash (cid:57) 25% shares 75% cash (cid:57) 25% shares No cash (cid:56) 25% shares 40% cash (cid:56) 25% shares No cash (cid:56) 25% shares No cash * Note: the percentage allocations between cash and shares are based on the Maximum Bonus, with the share component being valued based on the value of Crown shares at the time of acquisition. Subsequent movements in the price of Crown shares may result in changes to the cash and share proportions. MCE Contribution Bonus At the commencement of the Crown LTI, the Crown Board considered it of high importance to the Crown group that MCE achieve the MCE “Contribution” targets in Crown’s Four Year Financial Plan and that certain executives who played a key role in Crown’s relationship with MCE be provided with an extra incentive to ensure this goal was achieved. Mr Craigie and Mr Nisbet are Crown nominees on the MCE Board and Mr Barton works with the MCE CFO in providing assistance on MCE financial matters. Accordingly, in the case of Mr Craigie, Mr Barton and Mr Nisbet, part of the Maximum Bonus to which they are eligible (the MCE Contribution Bonus) is dependent on MCE achieving certain MCE Contribution hurdles (MCE Contribution Hurdles). Mr Craigie’s maximum potential MCE Contribution Bonus is approximately 15% of his Maximum Bonus and for Mr Barton it is approximately 11% and for Mr Nisbet it is approximately 17%. The MCE Contribution Hurdles are derived from the MCE Contribution targets in Crown’s 2011 Four Year Financial Plan (MCE Contribution Targets). MCE Contribution is defined as Crown’s percentage interest in MCE from time to time, multiplied by the normalised net profit after tax of MCE. If an MCE Contribution Hurdle is achieved in respect of a Plan Year, a Participant will become entitled to a portion of their potential Maximum Bonus. The rules on the effect of achieving or not achieving MCE Contribution Hurdles are the same as for the EPS Bonus. The MCE Contribution Bonus is independent of the portion of the bonus which is referable to meeting the EPS Hurdles (EPS Bonus). Accordingly, Mr Craigie, Mr Barton and Mr Nisbet may achieve some or all of their entitlement to the MCE Contribution Bonus without achieving any part of the EPS Bonus and the converse also applies. Disclosure of MCE Contribution Targets For the same reasons set out above, Crown elects not to publicly disclose prospective MCE Contribution Targets. Such concerns, however, are not as significant in relation to historical MCE Contribution Targets and MCE Contribution Hurdles and performance against those historical MCE Contribution Hurdles. 62 R e m u n e r a t i o n R e p o r t Set out below are the MCE Contribution Targets and MCE Contribution Hurdles for financial year 2011 and financial year 2012 and MCE’s actual Contribution for financial year 2011 and financial year 2012. MCE Contribution Target (2011 Four Year Financial Plan) MCE Contribution Target Growth (2011 Four Year Financial Plan) MCE Contribution Hurdle* Actual MCE Contribution Actual MCE Contribution Growth (US$30.9 million) N/A (US$31.5 million) US$20.4 million 154.7% US$37.2 million 220.4% US$36.5 million US$95.0 million 365.7% Tranche Vested? Yes Yes Financial year 2011 Financial year 2012 * In financial year 2011, financial year 2012 and financial year 2013, the MCE Contribution Hurdle is 98% of the 2011 Four Year Financial Plan MCE Contribution Target. Given that the financial year 2011 and financial year 2012 MCE Contribution Hurdles were met, participants maintain the opportunity to acquire the maximum proportion of shares as part of the MCE Contribution Bonus portion of the Crown LTI. Details of Participation of Senior Executives in Crown LTI Of the Senior Executives named in this Report, five participate in the Crown LTI. Details of potential Crown LTI cash bonuses are as follows: Senior Executive Maximum Value over four year period 30 June 2011 (15%) 30 June 2012 (20%) 30 June 2013 (25%) 30 June 2014 (40%) Rowen Craigie $12,300,000 $1,845,000 $2,460,000 Ken Barton Barry Felstead Greg Hawkins* Todd Nisbet $4,500,000 $3,600,000 $3,000,000 $5,250,000 $675,000 $540,000 $271,500 $787,500 $900,000 $720,000 $642,000 $3,075,000 $1,125,000 $900,000 $802,500 $1,050,000 $1,312,500 $4,920,000 $1,800,000 $1,440,000 $1,284,000 $2,100,000 * Mr Hawkins’ commencement date with Crown Melbourne Limited was 6 December 2010. Accordingly, his first year entitlement to an EPS Bonus has been reduced on a pro rata basis to approximately seven months of participation in the Crown LTI. Had Mr Hawkins been a participant from 1 July 2010, his Maximum Value over the four year period would have been $3,210,000. The entitlements for 30 June 2012, 30 June 2013 and 30 June 2014 have been determined by reference to that Maximum Value. On account of the pro rata reduction, the total possible EPS Bonus which Mr Hawkins may achieve is $3,000,000. As noted in the tables above: (cid:129) in financial year 2011, Crown did not meet the relevant EPS Hurdle and accordingly, EPS Bonuses for financial year 2011 have not vested. The MCE Contribution Hurdle for financial year 2011 was, however, achieved. Accordingly, an entitlement to 15% of their potential MCE Contribution Bonus for each of Mr Craigie, Mr Barton and Mr Nisbet has vested; and (cid:129) in financial year 2012, Crown did not meet the relevant EPS Hurdle and accordingly, EPS Bonuses for financial year 2012 have not vested. The MCE Contribution Hurdle for financial year 2012 was, however, achieved. Accordingly, an entitlement to 20% of their potential MCE Contribution Bonus for each of Mr Craigie, Mr Barton and Mr Nisbet has vested. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 63 RE MUNE RATION REPORT CONTI NUED Set out below are the vested bonus amounts for the above participants in respect of financial year 2011 and financial year 2012: R e m u n e r a t i o n R e p o r t Senior Executive Rowen Craigie Ken Barton Barry Felstead Greg Hawkins Todd Nisbet Maximum Bonus over four year period Vested in relation to the fi nancial year ended 30 June 2011 Vested in relation to the fi nancial year ended 30 June 2012 $12,300,000 $4,500,000 $3,600,000 $3,000,000 $5,250,000 $270,000 $75,000 Nil Nil $360,000 $100,000 Nil Nil $135,000 $180,000 In accordance with the rules of the Crown LTI, the vested component of the cash bonus for financial year 2011 has been (and in the case of financial year 2012 will be) applied by Crown to fund the purchase of Crown shares on market, which are to be held on trust for each of Mr Craigie, Mr Barton and Mr Nisbet until the end of financial year 2014. Details of shares held on trust for Mr Craigie, Mr Barton and Mr Nisbet are set out below: Senior Executive Rowen Craigie Ken Barton Todd Nisbet * Shares acquired for an average price of $7.65 per share. Executive Share Plan (ESP) Shares Acquired with fi nancial year 2011 Bonus* 35,217 9,782 17,608 As noted earlier, the predecessor to the Crown LTI was the Executive Share Plan (ESP). Whilst the ESP was still on foot at the commencement of financial year 2012, it was wound up in September 2011 and no longer operates. The net impact over the life of the ESP and on winding up of the ESP on those Crown executives who participated in the ESP was that no Crown shares which had been issued under the ESP were retained by Crown executives and no cash bonuses were received. All dividends paid on the Crown shares issued under the ESP were repaid to Crown and used to pay interest on the loans provided to ESP participants. On winding up, all Crown ESP shares issued to participants were forfeited to Crown, sold and the proceeds used to repay the loans provided to ESP participants. A detailed description of how the ESP operated and its features has been included in previous Annual Reports. Given that the ESP provided no practical benefit to Senior Executives, that description has not been replicated here. Relationship between policy and company performance As detailed above in the sections on Fixed Remuneration, STI and the Crown LTI, various elements of Crown’s remuneration policy are linked to company performance, in particular, the achievement of Crown’s Board approved Annual Budget and Business Plan (in the case of STI) and Crown’s Board approved Four Year Financial Plan (in the case of the Crown LTI). The Crown Board has sought to achieve this link by requiring the achievement of an annual level of normalised EBITDA and net profit after tax (in the case of STI) or predetermined EPS Targets and the achievement of MCE Contribution Targets (in the case of the Crown LTI). Full details of how these links have been achieved are set out in the sections of the Report above, but, in summary: (cid:129) An STI may be payable if Crown achieves its budgeted financial objectives and where an individual achieves his or her annual KPOs, assessed using a combination of financial and non-financial measures; (cid:129) The Crown LTI may be payable where Crown achieves predetermined EPS Hurdles in financial year 2011, financial year 2012, financial year 2013 and financial year 2014; and (cid:129) A component of the Crown LTI may be payable to key senior executives involved in managing the performance of MCE, where MCE has achieved predetermined MCE Contribution Targets. 64 R e m u n e r a t i o n R e p o r t This year, normalised EBITDA generated by Crown Melbourne and Crown Perth, Crown’s wholly owned Australian casinos, grew by 5.1%. The compound average normalised EBITDA growth for Crown Melbourne and Crown Perth for the five year period commencing from financial year 2007 through to financial year 2012 was 4.9%. Normalised Crown group NPAT grew by 22.0% in financial year 2012. The compound average normalised NPAT growth for the Crown group for the four year period commencing from financial year 2008 through to financial year 2012 was 2.9%. The table below sets out information about movements in shareholder wealth for the years ended 30 June 2008, 30 June 2009, 30 June 2010, 30 June 2011 and 30 June 2012. Year ended 30 June 2008 Year ended 30 June 2009 Year ended 30 June 2010 Year Ended 30 June 2011 Year Ended 30 June 2012 Share price at start of period Share price at end of period NA1 $9.29 $9.29 $7.27 $7.27 $7.77 $7.77 $8.93 $8.93 $8.49 Full year dividend 54 cents2 37 cents3 37 cents3 37 cents4 37 cents5 Basic/diluted earnings per share6 54.58 cps 33.74 cps 38.54 cps 44.29 cps 69.78 cps Notes: 1. As Crown was admitted to the official list of the ASX on 3 December 2007, there is no trading data for 1 July 2007. 2. Franked to 40% with unfranked component made up of conduit foreign income. 3. Franked to 60% with none of the unfranked component comprising conduit foreign income. 4. Interim dividend franked to 60% and final dividend franked to 50% with none of the unfranked components comprising conduit foreign income. 5. Franked to 50% with none of the unfranked component comprising conduit foreign income. 6. Excluding the effect of discontinued operations and significant items. Policy on entering into transactions in associated products which limit economic risk Crown’s policy prohibits Directors and Senior Executives entering into transactions in associated products which limit economic risk. This is described in the Corporate Governance Statement. Remuneration Details for Non-Executive Directors Non-Executive Directors Non-Executive Directors are entitled to a base fee of $100,000 per annum for acting as a Director of Crown. Non-Executive Directors acting on the Board of Crown Melbourne Limited are entitled to receive a further fee of $60,000 per annum. Non-Executive Directors of Crown are entitled to additional fees if they act as either chair or a member of an active Committee (the Audit & Corporate Governance Committee, the Occupational Health, Safety & Environment Committee, the Nomination and Remuneration Committee or the Risk Management Committee): (cid:129) $20,000 per annum for acting as Chair of an active Board Committee; or (cid:129) $10,000 per annum for acting as a member of an active Board Committee. All Directors are entitled to complimentary privileges at Crown Melbourne and Crown Perth facilities. In accordance with Crown’s constitution, Non-Executive Directors’ fees are currently determined within an aggregate Non-Executive Directors’ fee cap of $1,300,000 per annum. There is no intention to seek an increase of the Non-Executive Directors’ fee cap at the 2012 Annual General Meeting. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 65 RE MUNE RATION REPORT CONTI NUED R e m u n e r a t i o n R e p o r t Set out below is a table showing Non Executive Director remuneration for financial years 2012 and 2011. Remuneration Table – Non-Executive Directors Short Term Benefi ts Financial Year Salary & Fees Non Monetary Other Post- employment Benefi t – Superannuation Long Term Incentives Cash Based Equity Based Termina- tion Benefi ts Ben Brazil Non-Executive Director Helen Coonan1 Non-Executive Director Christopher Corrigan Non-Executive Director Rowena Danziger 2 Non-Executive Director Geoffrey Dixon Non-Executive Director David Gyngell 5 Non-Executive Director John Horvath 2 Non-Executive Director Ashok Jacob 3 Non-Executive Director Michael Johnston 3 Non-Executive Director Harold Mitchell Non-Executive Director Richard Turner 4 Non-Executive Director 2012 TOTALS 2011 TOTALS 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 120,000 103,333 58,333 – 110,000 110,000 210.000 208,107 140,000 140,000 – 21,970 190,000 151,288 – – – – 77,000 2,237 – 150,000 905,333 886,935 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 10,800 9,300 5,250 – 9,900 9,900 – – – – – 1,977 15,775 13,616 – – – – 42,900 40,000 – – 84,625 74,793 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – Total 130,800 112,633 63,583 – 119,900 119,900 210,000 208,107 140,000 140,000 – 23,947 205,775 164,904 – – – – 119,900 42,237 – 150,000 989,958 961,728 Notes: 1. Ms Coonan was appointed on 2 December 2011. 2. Mrs Danziger and Professor Horvath each received Directors’ fees at a rate of $60,000 per annum for their participation on the Crown Melbourne Limited Board. 3. Neither Mr Jacob nor Mr Johnston receives remuneration for their services to Crown. 4. Mr Turner resigned 1 May 2011. 5. Mr Gyngell resigned as a director on 25 November 2010. His fees are representative of the period commencing 13 September 2010 through to 25 November 2010. Remuneration details for Senior Executives Senior Executives Senior Executives are employed under service agreements with Crown or a business of the Crown group. Common features to these service agreements include (unless noted otherwise): (cid:129) an annual review of the executive’s fixed remuneration, with any increases requiring approval of the Chief Executive Officer and Managing Director and the Nomination and Remuneration Committee and dependent on Crown’s financial performance, the individual’s KPO performance and market changes; (cid:129) competitive performance based incentive payments annually and in the long term, dependent upon Crown achieving its objectives and the Senior Executive achieving his or her KPOs; (cid:129) Crown may ask the executive to act as a Director of a member or associate of the Crown group for no additional remuneration; (cid:129) a prohibition from gambling at any property within the Crown group during the term of employment and for three months following termination and a requirement that the executive maintains licences required and issued by relevant regulatory authorities (such as the Victorian Commission for Gambling and Liquor Regulation and the Western Australian Gaming and Wagering Commission); 66 (cid:129) where post-employment restraints apply, a restraint covering, amongst other things, competitive activities to those of the Crown group. Restraint periods vary and have been noted in each instance; (cid:129) where an employment agreement is terminated by Crown, notice may be given in writing or payment may be made (wholly or partly) in lieu of notice; (cid:129) all contracts may be terminated without notice by Crown for serious misconduct; and (cid:129) all Senior Executives are entitled to complimentary privileges at Crown Melbourne and Crown Perth facilities. Specific details of each Senior Executive’s contract of employment which applied during the financial year ending 30 June 2012 are summarised in the tables on the following pages. Where a Senior Executive has had more than one contract of employment during the year, or where a new contract of employment has been entered into post year end, this has been noted in those tables. R e m u n e r a t i o n R e p o r t Summary of Contracts of Employment Applicable During the Year Ended 30 June 2012 James D Packer John H Alexander Current Position Executive Chairman Fixed Remuneration Base salary: Nil. The Executive Chairman, Mr Packer, does not receive any remuneration for his services to Crown. Mr Packer acts as a Director of Melco Crown Entertainment Limited, a company in which Crown has a signifi cant investment. Mr Packer does not receive a fee from Crown for these services. Executive Deputy Chairman (commenced 1 December 2007): Mr Alexander currently has a fi ve year employment agreement with Crown Limited which is due to expire in December 2012. $1,484,225 per annum (increasing annually by CPI)1 Superannuation Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Non-monetary benefi ts and other: Complimentary privileges at Crown Melbourne and Crown Perth facilities. Complimentary privileges at Crown Melbourne and Crown Perth facilities and superannuation. Performance based remuneration Not applicable Not applicable 2012 Percentage breakdown of remuneration Not applicable Post employment benefi ts Not applicable Post-employment restraint Not applicable Termination By Senior Executive: By Crown: Termination benefi ts Payments made prior to commencement Not applicable Not applicable Not applicable Not applicable Directors’ Fees Nil Fixed remuneration2 100% STI 0% LTI 0% Nil Crown may impose a restraint for the fi ve year term of Mr Alexander’s employment agreement up to 30 November 2012. 12 months’ notice. 12 months’ notice without cause; one month’s notice for performance issues; three months’ notice due to incapacity. Nil Nil Nil 1. Mr Alexander’s CPI review in the 2008–2012 financial years has been deferred with his consent. 2. Includes voluntary and compulsory superannuation. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 67 RE MUNE RATION REPORT CONTI NUED R e m u n e r a t i o n R e p o r t Current Position Fixed Remuneration Base salary: Superannuation Non-monetary benefi ts and other: Rowen B Craigie Kenneth M Barton Chief Executive Offi cer and Managing Director (commenced 1 December 2007): Mr Craigie’s fi ve year employment agreement with Crown Limited which was due to expire in December 2012 was extended on 15 September 2011 and will expire on 30 November 2015. Chief Financial Offi cer (commenced 9 March 2010): Mr Barton’s employment contract with Crown Limited commenced on 9 March 2010 and expires in March 2015. $2,984,225 per annum. $1,284,225 per annum. Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Complimentary privileges at Crown Melbourne and Crown Perth facilities, mobile telephone and salary sacrifi ce arrangements for motor vehicle and superannuation. Complimentary privileges at Crown Melbourne and Crown Perth facilities, mobile telephone and salary sacrifi ce arrangements for motor vehicle and superannuation. Until Mr Barton relocates to Melbourne, Crown will meet the weekly travel costs of his Melbourne/Sydney commuting and will provide hotel accommodation while in Melbourne. Performance based remuneration STI: LTI: A maximum of $1,000,000, assessed by the Executive Chairman based on the achievement of personal KPOs. A further $1,000,000 may be paid at the discretion of the Crown Board if Crown’s performance substantially exceeds that set out in Crown’s business plan and represents an exemplary outcome. Mr Barton’s annual target STI is $500,000 and payment depends on meeting agreed personal KPOs. The STI may, at the discretion of the Nomination and Remuneration Committee, be increased to a maximum of $750,000 if Mr Barton exceeds his KPOs and Crown also achieves its performance objectives. Mr Craigie participates in the Crown LTI. See further page 55. Mr Barton participates in the Crown LTI. See further page 55. 2012 Percentage breakdown of remuneration Fixed remuneration1 43% STI 12% LTI 45% Post employment benefi ts Nil Post-employment restraint Crown may impose a restraint for various periods up to 24 months. Fixed remuneration1 STI 18% 45% Nil Nil LTI 37% Termination By Senior Executive: 12 months’ notice. 6 months’ notice. By Crown: Termination benefi ts 12 months’ notice without cause; one month’s notice for performance issues (following at least three months’ notice to improve); three months’ notice for incapacity. 6 months’ notice without cause; one month’s notice for performance issues (following at least three months’ notice to improve); three months’ notice for incapacity. Subject to the receipt of shareholder approval, Mr Craigie will be entitled to receive a severance payment equal to 24 months’ fi xed remuneration in the event of early termination of his emplyment by Crown. The imposition of Mr Craigie’s post employment restraint is conditional upon receipt of this severance payment. Nil Payments made prior to commencement Directors’ Fees Nil Nil 1. Includes voluntary and compulsory superannuation. A $400,000 sign on payment in 2010 less applicable taxes in order to compensate Mr Barton for unvested incentives forfeited on cessation of employment with his previous employer. Nil 68 Current Position Fixed Remuneration Base salary: Superannuation Non-monetary benefi ts and other: Performance based remuneration STI: LTI: Greg F Hawkins Barry J Felstead Chief Executive Offi cer, Crown Melbourne (from 5 December 2011): Mr Hawkins’ employment contract with Crown Melbourne in the role of Deputy Chief Executive Offi cer commenced on 6 December 2010 and will expire in accordance with its terms. Mr Hawkins commenced the role of Chief Executive Offi cer of Crown Melbourne on 5 December 2011. Chief Executive Offi cer, Crown Perth (from 6 March 2007): Mr Felstead entered into his current contract of employment on 24 June 2011 which will expire in accordance with its terms. R e m u n e r a t i o n R e p o r t $1,034,225 per annum. $1,014,225 per annum. Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Complimentary privileges at Crown Melbourne and Crown Perth facilities, mobile telephone and salary sacrifi ce arrangements for motor vehicle and superannuation. Mr Felstead is entitled to one annual economy airfare between Perth and Melbourne for himself and his family. Complimentary privileges at Crown Melbourne and Crown Perth facilities, mobile telephone and salary sacrifi ce arrangements for motor vehicle and superannuation. Mr Hawkins was previously employed by Crown Melbourne Limited to act in a Chief Executive Role on a secondment basis at Crown’s investment properties in Macau. Under that contract of employment, upon his return to Australia, Mr Hawkins was entitled reasonable relocation expenses for Mr Hawkins and his family. The value of that benefi t has been included in the Senior Executive remuneration table. Discretionary STI based on the performance of Crown Limited and the achievement of personal KPOs. Mr Hawkins’ annual target STI is 40% of his TEC. Discretionary STI based on the performance of Crown and the achievement of personal KPOs. Mr Felstead’s annual target STI is 40% of his TEC. Mr Hawkins participates in the Crown LTI. See further page 55. Mr Felstead participates in the Crown LTI. See further page 55. 2012 Percentage breakdown of remuneration Fixed remuneration1 Post employment benefi ts Nil 54% STI 5% LTI 41% Fixed remuneration1 STI 40% Nil 25% LTI 35% Post-employment restraint Crown may impose various restraint periods for a period of up to 12 months post employment. Crown may impose various restraint periods for a period of up to 12 months post employment. Termination By Senior Executive: 6 months’ notice. 6 months’ notice. By Crown: 12 months’ notice without cause; one month’s notice for performance issues; three months’ notice due to incapacity. 12 months’ notice without cause; one month’s notice for performance issues; three months’ notice due to incapacity. Termination benefi ts Payments made prior to commencement Directors’ Fees Nil Nil Nil 1. Includes voluntary and compulsory superannuation. Nil Nil Nil Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 69 RE MUNE RATION REPORT CONTI NUED R e m u n e r a t i o n R e p o r t Current Position Fixed Remuneration Base salary: Superannuation Non-monetary benefi ts and other: Performance based remuneration STI: LTI: W. Todd Nisbet Executive Vice President – Strategy and Development (from 9 August 2010): Mr Nisbet’s three year employment agreement with Crown Limited which was due to expire in August 2013 was extended on 30 August 2011 and will expire on 30 November 2014. $1,560,025 per annum. Compulsory Superannuation Guarantee Contributions up to the maximum contribution base, equating to $15,775 per annum. Complimentary privileges at Crown Melbourne and Crown Perth facilities, mobile telephone and salary sacrifi ce arrangements for motor vehicle and superannuation. Mr Nisbet is entitled to Relocation Benefi ts to assist with the relocation of him and his family from Nevada, USA to Melbourne. During Mr Nisbet’s employment with Crown, he will also be entitled to additional customary expatriate benefi ts for himself and his family. Upon cessation of employment Mr Nisbet will be entitled to relocation benefi ts for him and his family to Las Vegas. Discretionary STI based on the performance of Crown and the achievement of personal KPOs. Mr Nisbet’s annual target STI is 50% of his base salary. Mr Nisbet participates in the Crown LTI. See further page 55. 2012 Percentage breakdown of remuneration Fixed remuneration1 STI 44% 24% LTI 32% Post employment benefi ts Nil Post-employment restraint Crown may impose various restraint periods for a period of up to 12 months post employment. Termination By Senior Executive: 6 months’ notice. By Crown: 12 months’ notice without cause; one month’s notice for performance issues; three months’ notice due to incapacity. Termination benefi ts Payments made prior to commencement Directors’ Fees Nil Nil Nil 1. Includes voluntary and compulsory superannuation. 70 Remuneration table for Senior Executives The structure of senior executive remuneration has been described in detail in this Report, both generically and specifically in relation to each named Senior Executive. In addition, a table summarising all remuneration to be attributed to each Senior Executive for the financial years ending 30 June 2012 and 30 June 2011 is set out below. Accounting Standards are prescriptive in relation to the required presentation of remuneration tables. Accordingly, as an aid to understanding, the following additional information should be read in conjunction with the table set out below. Fixed Remuneration Neither of Mr Alexander nor Mr Craigie received an increase to their fixed remuneration in financial year 2012 as compared with financial year 2011. Messrs Nisbet and Hawkins commenced new roles with the group in financial year 2011. Each of Mr Nisbet and Mr Hawkins was required to relocate with their families to Melbourne, Australia to take up their respective roles. In Mr Nisbet’s case, he relocated from Las Vegas in the USA and, in Mr Hawkins’ case, he relocated from Macau. Crown met the once off costs associated with Mr Nisbet’s and Mr Hawkins’ respective relocations and these were reported as part of their financial year 2011 fixed remuneration. Going forward, Mr Nisbet will also be entitled to additional customary benefits relating to his relocation as described in the summary of his employment contract. R e m u n e r a t i o n R e p o r t Short Term Incentives (STI) In financial year 2012, Crown Limited’s NPAT budget was exceeded and Crown Perth met its financial performance objectives for its non-VIP businesses, but Crown Melbourne’s financial performance objectives were not met. The group achieved its normalised NPAT budget, largely as a result of the performance of MCE’s businesses in Macau. Accordingly, the group’s financial performance objectives were only met in part. As a result, STI bonuses were reduced. In addition, given the achievement of some important non-financial objectives, including the successful management of major capital expenditure projects at both Crown Melbourne and Crown Perth, the important restructure of some key business units, the successful implementation of a number of margin improvement projects and the management of key stakeholders associated with major projects, the Board exercised its discretion and favourably adjusted STI bonuses for some senior executives. In recognition of the partial achievement of financial performance objectives at the group level, STI bonuses were generally reduced by 30% and at Crown Melbourne and Crown Perth they were reduced by 80% and 20% respectively. In the case of Mr Craigie, he received 80% of his target STI bonus of $1 million and did not receive the second discretionary tranche of $1 million for exceptional performance by the group. Messrs Barton, Felstead and Nisbet all received discretionary STI bonuses based, in part, on the partial achievement of financial performance objectives, but largely on the achievement of significant non-financial performance objectives, including progress on refinancing Crown’s debt, the commencement of the Crown Towers Perth project (including reaching agreement with the WA Government) and the successful delivery of a number of major capital expenditure projects. Messrs Craigie, Barton and Nisbet provide significant support to MCE, with Messrs Craigie and Nisbet representing Crown on the MCE Board and a number of MCE subsidiary boards. Mr Hawkins’ STI bonus covers a 19 month period from when he commenced his employment with Crown Melbourne. Mr Hawkins did not receive an STI bonus in financial year 2011. Long Term Incentives (LTI) As summarised earlier, Senior Executives participate in the Crown LTI. In accordance with relevant accounting standards, the Crown LTI is included in the remuneration for each Senior Executive on the basis that it is considered more likely than not at the date of this financial report that the performance condition and service condition will occur evenly over the life of the Crown LTI, notwithstanding that the benefits will vest for the Senior Executives at a different rate. Accordingly, 25% of the total Crown LTI bonus for which each Senior Executive is potentially eligible will be included in the remuneration table for each of the four active years of the plan, regardless of whether a bonus has vested or not. As explained earlier, the first and second tranches of the Crown LTI represents 15% and 20% (respectively) of the total Crown LTI bonus for which each Senior Executive is eligible. The EPS Hurdle of the Crown LTI for financial year 2011 and financial year 2012 were not met, but the MCE Contribution Hurdles were met, resulting in 15% and 20% (respectively) of the MCE Contribution Bonus of the Crown LTI for eligible Senior Executives vesting. Detail of the actual sums vested to relevant Senior Executives has been provided earlier. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 71 RE MUNE RATION REPORT CONTI NUED Short Term Benefi ts Financial Year Salary & Fees Non Monetary Other STI % of max STI Post- employment Benefi ts – Super- annuation4 Long Term Incentives Equity Based – Crown LTI5 Cash Based Equity Based – ESP6 Termina- tion Benefi ts R e m u n e r a t i o n R e p o r t – – – – – – – – – – – – – – – 550,000 400,000 800,000 600,000 650,000 400,000 84,000 87,320 101,000 – – – – 110% 80% 80% 60% 158% 100% 20% 50% 240,876 985,000 326,053 750,000 125% 100% – – 15,775 15,199 15,775 15,199 15,775 15,199 15,775 15,199 15,775 11,400 15,775 15,199 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 2012 2011 James Packer Executive Chairman John Alexander Executive Deputy Chairman Ken Barton Chief Financial Offi cer Rowen Craigie Chief Executive Offi cer & Managing Director Barry Felstead Chief Executive Offi cer Burswood Limited Greg Hawkins 1 Deputy Chief Executive Offi cer Crown Melbourne Limited Todd Nisbet 2 Executive Vice President – Strategy & Development David Courtney 3 2012 TOTALS 2011 TOTALS – – 1,484,225 1,484,801 1,284,225 1,234,801 2,984,225 2,984,801 1,014,225 984,801 970,588 522,836 1,560,025 1,346,587 – 1,335,000 9,297,513 9,893,627 – – – – 56,753 44,220 – – – – – – – – – – – – – – – – – – 1,125,000 – 1,125,000 – 3,075,000 – – – – – – – – 3,075,000 1,035,275 – – – – 900,000 900,000 750,000 750,000 – 1,312,500 – 1,312,500 – 68,211 – – – – – Total – – 1,500,000 – – – – 1,500,000 – 3,031,753 – 2,819,220 – – – 6,875,000 7,710,275 2,580,000 – 2,368,211 – 1,820,363 – 1,472,556 – 4,114,176 – 3,750,339 – – – – – 74,521 56,753 44,220 240,876 3,069,000 413,373 2,325,521 – 50% – – – 25,000 94,650 112,395 – – – – – – 110,161 3,790,845 5,335,527 7,162,500 – – 19,921,292 7,162,500 1,213,647 3,790,845 24,956,128 Notes: 1. Mr Hawkins commenced in his role as Deputy Chief Executive Officer on 6 December 2010. On 5 December 2011, Mr Hawkins became Chief Executive Officer of Crown Melbourne. Mr Hawkins received a total STI payment of $185,000 which, in accordance with his contract of employment, relates to performance for both the 2011 and 2012 financial years on a pro rata basis. The STI has therefore been split over the two years in the above table. 2. Mr Nisbet commenced in his role as Executive Vice President – Strategy and Development on 9 August 2010. Refer to the summary of Mr Nisbet’s contract of employment for a description of the short term entitlements to which Mr Nisbet is entitled. 3. Mr Courtney ceased performing the role of Chief Executive Officer of Crown Melbourne Limited on 8 October 2010. In accordance with the terms of his Employment Agreement, Mr Courtney remained an employee of the Crown group until 8 October 2011 (representing a 12 month notice period) at which time he was be paid a severance payment in accordance with his Employment Agreement which included an entitlement to a payment of 24 months fixed remuneration upon cessation of employment. Those amounts were accrued in the 2011 financial year and were included in the 2011 Termination Benefits. Mr Courtney’s STI represented 50% of his maximum target STI on a pro rata basis over the period 1 July 2010 to 8 October 2010 when he ceased performing the role of Chief Executive Officer of Crown Melbourne Limited. 4. Long service leave accrued balances have increased during the financial year ended 30 June 2012 for the following Senior Executives: Mr Alexander $24,983, Mr Barton $21,738, Mr Craigie $49,967, Mr Felstead $17,167, Mr Hawkins $18,605, Mr Nisbet $26,349. 5. The Crown LTI has been included in total remuneration on the basis that it is considered more likely than not at the date of this financial report that the performance condition and service condition will occur evenly over the life of the Crown LTI, notwithstanding that the benefits will vest for the Senior Executives at a different rate. 6. AASB 2 “Share-Based Payment” requires an entity to recognise the effects of modifications that increase the total fair value of the share-based payment arrangement or are otherwise beneficial to the employee. As the modification to the ESP post Demerger reduced the total fair value of the share-based payment arrangement, Crown continued to account for the services rendered as consideration for the equity instruments granted as if the modification had not occurred. The allocation of the expenses for Equity Based payments to the Senior Executives made following the PBL Scheme and the Demerger Scheme was consistent with the split of the PBL ESP Loan as between CMH and Crown Limited (25 percent/75 percent). Signed in accordance with a resolution of the Directors. J D Packer Director Melbourne, 19th day of September, 2012 R B Craigie Director 72 Auditor’s Independence Declaration A u d i t o r ’ s I n d e p e n d e n c e D e c a r a t i o n l Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 73 Independent Auditor’s Report I n d e p e n d e n t A u d i t o r ’ s R e p o r t 74 I n d e p e n d e n t A u d i t o r ’ s R e p o r t Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 75 Directors’ Declaration D i r e c t o r ’ s D e c a r a t i o n l In accordance with a resolution of the Directors, we declare as follows: In the opinion of the directors: 1. the fi nancial statements and notes of the consolidated entity are in accordance with the Corporations Act 2001, including: (a) giving a true and fair view of the consolidated entity’s fi nancial position as at 30 June 2012 and of its performance for the year ended on that date; and (b) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; 2. the fi nancial statements and notes also comply with International Financial Reporting Standards as disclosed in note 1 of the Financial Report; 3. there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become due and payable; 4. this declaration has been made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the fi nancial year ending 30 June 2012; and 5. as at the date of this declaration, there are reasonable grounds to believe that the members of the Closed Group identifi ed in note 32 of the Financial Report 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. On behalf of the Board J D Packer Director R B Craigie Director Melbourne, 19th day of September, 2012 76 Financial Report Contents 78 Income Statement 81 Cash Flow Statement 79 Statement of Comprehensive Income 82 Statement of Changes in Equity 80 Statement of Financial Position 83 Notes to the Financial Statements Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 77 FIN AN CI AL REPORT 2012 CO NTINUED Income Statement For the year ended 30 June 2012 I n c o m e S t a t e m e n t Continuing Operations Revenues Other income Expenses Share of profits/(losses) of associates and joint venture entities Profit before income tax and finance costs Finance costs Profit before income tax Income tax expense Net profit after tax Note 3 3 3 2,10 3 2012 $’000 2011 $’000 2,808,870 2,409,241 426 403 (2,214,766) (1,959,351) 138,872 733,402 (113,584) 619,818 32,366 482,659 (75,545) 407,114 (71,259) 2,5 (106,493) 513,325 335,855 The above Income Statement should be read in conjunction with the accompanying notes. Earnings per share (EPS) Basic EPS Diluted EPS EPS calculation is based on the weighted average number of shares on issue throughout the period Dividends per share Current year final dividend proposed Current year interim dividend paid 2012 Cents per share 2011 Cents per share 69.78 69.78 44.29 44.29 Note 29 29 4 4 19.00 18.00 19.00 18.00 78 Statement of Comprehensive Income For the year ended 30 June 2012 Net profit after tax Other Comprehensive Income Foreign currency translation (1) Movement in cashflow hedge reserve Unrealised gain/(loss) on investments in associates Other comprehensive income/(loss) for the period, net of income tax Total comprehensive income/(loss) for the period Note 21 21 21 2012 $’000 2011 $’000 513,325 335,855 40,385 32,941 (328) (205,916) (19,230) 500 72,998 (224,646) 586,323 111,209 (1) The movement in the foreign currency translation reserve is largely attributable to foreign exchange movements relating to Crown’s equity accounted investment in Melco Crown. The above Statement of Comprehensive Income should be read in conjunction with the accompanying notes. S t a t e m e n t o f C o m p r e h e n s i v e I n c o m e Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 79 S t a t e m e n t o f F n a n c a i i l P o s i t i o n FIN AN CI AL REPORT 2012 CO NTINUED Statement of Financial Position At 30 June 2012 Current Assets Cash and cash equivalents Trade and other receivables Inventories Prepayments Other financial assets Total current assets Non-current assets Receivables Other financial assets Investments Investments in associates Property, plant and equipment Licences Other intangible assets Deferred tax assets Other assets Total non-current assets Total assets Current Liabilities Trade and other payables Interest-bearing loans and borrowings Income tax payable Provisions Other financial liabilities Total current liabilities Non-current liabilities Other payables Interest-bearing loans and borrowings Deferred tax liabilities Provisions Other financial liabilities Total non-current liabilities Total liabilities Net assets Equity Contributed equity Treasury shares Reserves Retained earnings Total equity Note 24 6 7 8 6 8 9 10 11 12 13 5 15 16 17 18 19 16 17 5 18 19 20 20 21 21 2012 $’000 2011 $’000 149,353 201,734 11,850 18,693 337 183,699 123,756 18,070 17,122 7,775 381,967 350,422 102,867 131,477 – 454,338 24,051 98,658 1,088,744 851,721 2,804,379 2,514,905 656,983 207,772 112,640 62,840 664,455 213,030 108,731 66,325 5,490,563 4,673,353 5,872,530 5,023,775 325,731 237,889 29,077 100,598 101,977 22,221 19,752 39,025 102,917 2,276 579,604 401,859 138 – 1,665,589 1,049,707 205,605 209,925 38,183 8,661 27,699 74,225 1,918,176 1,361,556 2,497,780 1,763,415 3,374,750 3,260,360 446,763 645,475 (480) – 298,786 225,788 2,629,681 2,389,097 3,374,750 3,260,360 The above Statement of Financial Position should be read in conjunction with the accompanying notes. 80 Cash Flow Statement For the year ended 30 June 2012 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Dividends received Interest received Borrowing costs Income tax paid Note 2012 $’000 2011 $’000 2,764,378 2,438,649 (2,027,218) (1,833,769) 4,628 7,124 (122,459) (55,753) 19 5,377 (86,002) (73,305) l C a s h F o w S t a t e m e n t Net cash flows from/(used in) operating activities 24b 570,700 450,969 Cash flows from investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Payment in respect of licences Payment for purchases of equity investments Payment for the acquisition of controlled entities Payment for purchases of investments Net proceeds from sale of equity investments Loans to associated entities Repayment of loans from associated entities Other (net) 22 (464,403) (351,537) 461 – – – (261,676) 6,632 (27,364) – (3,300) 454 (20,000) (15,106) (55,134) – – (51,188) 28,051 (2,686) Net cash flows from/(used in) investing activities (749,650) (467,146) Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Dividends paid Payment for share buy-back ESP proceeds received Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effect of exchange rate changes on cash 962,542 660,341 (347,786) (384,600) (272,741) (278,622) (238,057) 39,345 143,303 – 6,785 3,904 (35,647) (12,273) 183,699 196,395 1,301 (423) Cash and cash equivalents at the end of the financial year 24a 149,353 183,699 The above Cash Flow Statement should be read in conjunction with the accompanying notes. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 81 FIN AN CI AL REPORT 2012 CO NTINUED Statement of Changes in Equity For the year ended 30 June 2012 Shares Held in Trust $’000 Retained Earnings $’000 Net Unrealised Gains Reserve $’000 Foreign Currency Translation Reserve $’000 Cashflow Hedge Reserve $’000 Employee Benefits Reserve $’000 Total Equity $’000 S t a t e m e n t o f C h a n g e s i n E q u i t y Ordinary Shares $’000 645,475 – – – – 39,345 Year ended 30 June 2012 Balance at 1 July 2011 Profit for the period Other comprehensive income Total comprehensive income for the period Dividends paid ESP proceeds received Share buy-back (238,057) – – – – – – – 2,389,097 629,032 (363,804) (52,450) 13,010 3,260,360 513,325 – – – – (328) 40,385 32,941 513,325 (272,741) – – – (328) 40,385 32,941 – – – – – – – – – – – – – – – – – – – 513,325 72,998 586,323 (272,741) 39,345 (238,057) (480) – (480) 446,763 (480) 2,629,681 628,704 (323,419) (19,509) 13,010 3,374,750 638,690 – – – – 6,785 – 645,475 – – – – – – – – 2,331,864 628,532 (157,888) (33,220) 11,327 3,419,305 335,855 – – – – 500 (205,916) (19,230) 335,855 (278,622) – – 500 (205,916) (19,230) – – – – – – – – – – – – – – 335,855 (224,646) 111,209 (278,622) 6,785 1,683 1,683 2,389,097 629,032 (363,804) (52,450) 13,010 3,260,360 Shares acquired under Long Term Incentive Plan Balance at 30 June 2012 Year ended 30 June 2011 Balance at 1 July 2010 Profit for the period Other comprehensive income Total comprehensive income for the period Dividends paid ESP proceeds received Share based payments expense Balance at 30 June 2011 The above Statement of Changes in Equity should be read in conjunction with the accompanying notes. 82 Notes to the Financial Statements For the Year ended 30 June 2012 1. Summary of Significant Accounting Policies (a) Basis of preparation This financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authorative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis, except for derivative financial instruments and investments that have been measured at fair value and investments in associates accounted for using the equity method. N o t e s t o t h e F n a n c a i i The financial report is presented in Australian dollars and all values are rounded to the nearest thousand dollars ($’000) unless otherwise stated under the option available to the Company under ASIC Class Order 98/100. The Company is an entity to which the class order applies. The financial report of Crown Limited and its controlled entities for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the directors on 19 September 2012 subject to final approval by a subcommittee. l S t a t e m e n t s (b) Statement of compliance The financial report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. The Group has adopted the following accounting standards, which became applicable from 1 July 2011: – AASB 124 (revised) – Related Party Disclosures – AASB 2010-4 – Amendments to Australian Accounting Standards arising from the Annual Improvements Project – AASB 2010-5 – Amendments to Australian Accounting Standards The adoption of these standards did not have a material effect on the financial position or performance of the Group during the period. Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the reporting period ending 30 June 2012 are outlined in the table below. Application date of standard (1) 1 January 2012 Reference Title AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Other Comprehensive Income Impact on Group financial report This Standard requires entities to group items presented in other comprehensive income on the basis of whether they might be reclassified subsequently to profit or loss and those that will not. The amendment may result in additional disclosure in the Statement of Comprehensive Income. Application date for Group (1) 1 July 2012 AASB 10 Consolidated 1 January 2013 AASB 10 establishes a new control model that 1 July 2013 Financial Statements applies to all entities. It replaces parts of AASB 127 Consolidated and Separate Financial Statements dealing with the accounting for consolidated financial statements and UIG-112 Consolidation – Special Purpose Entities. Crown does not expect any significant impact on the Group. (1) Designates the beginning of the applicable annual reporting period unless otherwise stated. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 83 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 1. Summary of Significant Accounting Policies continued (b) Statement of compliance continued N o t e s t o t h e F n a n c a i i Reference Title Application date of standard (1) Impact on Group financial report Application date for Group (1) AASB 11 Joint Arrangements 1 January 2013 AASB 11 replaces AASB 131 Interests in Joint 1 July 2013 l S t a t e m e n t s AASB 12 Disclosure of Interests in Other Entities AASB 13 Fair Value Measurement Ventures and UIG-113 Jointly-controlled Entities – Non-monetary Contributions by Ventures. AASB 11 uses the principle of control in AASB 10 to define joint control, and therefore the determination of whether joint control exists may change. In addition AASB 11 removes the option to account for jointly-controlled entities using proportionate consolidation. Instead, accounting for a joint arrangement is dependent on the nature of the rights and obligations arising from the arrangement. Crown does not expect any significant impact on the Group. 1 January 2013 AASB 12 includes all disclosures relating to an 1 July 2013 entity’s interests in subsidiaries, joint arrangements, associates and structured entities. New disclosures have been introduced about the judgments made by management to determine whether control exists, and to require summarised information about joint arrangements, associates and structured entities and subsidiaries with non-controlling interests. This standard may result in additional or changes in disclosure. 1 January 2013 AASB 13 establishes a single source of guidance 1 July 2013 AASB 119 Employee Benefits 1 January 2013 AASB 1053 Application of Tiers of Australian Accounting Standards 1 July 2013 for determining the fair value of assets and liabilities. AASB 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to determine fair value when fair value is required or permitted. Application of this definition may result in different fair values being determined for the relevant assets. The main change introduced by this standard is to revise the accounting for defined benefit plans. The amendment removes the options for accounting for the liability, and requires that the liabilities arising from such plans is recognised in full with actuarial gains and losses being recognised in other comprehensive income. It also revised the method of calculating the return on plan assets. Crown does not expect any significant impact on the Group. This Standard establishes a differential financial reporting framework consisting of two Tiers of reporting requirements for preparing general purpose financial statements. Crown does not expect any significant impact on the Group. 1 July 2013 1 July 2013 (1) Designates the beginning of the applicable annual reporting period unless otherwise stated. 84 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 1. Summary of Significant Accounting Policies continued (c) Basis of consolidation The consolidated financial statements are those of the consolidated entity, comprising Crown Limited (the parent entity) and all entities that Crown Limited controlled from time to time during the year and at reporting date. Information from the financial statements of subsidiaries is included from the date the parent entity obtains control until such time as control ceases. Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which the parent entity has control. Subsidiary acquisitions are accounted for using the acquisition method of accounting. The financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist. All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered. The accounting policies adopted have been applied consistently throughout the two reporting periods. (d) Significant accounting estimates and assumptions The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are: Impairment of goodwill and casino licences with indefinite useful lives The Group determines whether goodwill and casino licences with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the goodwill and casino licences with indefinite useful lives are allocated. The assumptions used in this estimation of recoverable amount and the carrying amount of goodwill and casino licences with indefinite useful lives are discussed in note 14. Fair value of investments In accordance with accounting standards the Group uses the Level Three method in estimating the fair value of financial assets. Accordingly, the fair value is estimated using inputs for the asset that are not based on observable market data. Share-based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined with the assistance of an external valuer, using the assumptions detailed in note 26. Taxes Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. Doubtful debts An allowance for doubtful debts is recognised when there is objective evidence that an individual trade debt is impaired. Significant Items Management determines significant items based on the nature, size and generally accepted accounting principles. (e) Income tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Deferred income tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences except: (cid:129) where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or (cid:129) when taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 85 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 1. Summary of Significant Accounting Policies continued The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position. N o t e s t o t h e F n a n c a i i l S t a t e m e n t s (e) Income tax continued Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised except: (cid:129) when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit not taxable profit or loss; or (cid:129) when the deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Income taxes relating to items recognised directly in equity are recognised in equity and not the Income Statement. (f) Other taxes Revenues, expenses and assets are recognised net of the amount of GST except: (cid:129) where 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; (cid:129) Gaming revenues, due to the GST being offset against casino taxes; and (cid:129) Receivables and payables are stated with the amount of GST included. 86 Cash flows are included in the Cash Flow Statement 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. (g) Foreign currency translation Both the functional and presentation currency of Crown Limited and its Australian subsidiaries is Australian dollars. Each foreign entity in the Group determines its own functional currency and items included in the financial statements of each foreign entity are measured using that functional currency, which is translated to the presentation currency. Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. As at the reporting date the assets and liabilities of overseas subsidiaries are translated into the presentation currency of Crown Limited at the rate of exchange ruling at the reporting date and the profit or loss is translated at the weighted average exchange rates for the period. The exchange differences arising on the retranslation are taken directly to a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is recognised in the Income Statement. (h) Cash and cash equivalents Cash and cash equivalents in the Statement of Financial Position comprises of 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 future value. For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 1. Summary of Significant Accounting Policies continued (l) Investments and other financial assets Financial assets are classified based on: (i) Trade and other receivables Trade receivables are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. An estimate for doubtful debts is made when there is objective evidence that the full amount may not be collected. Bad debts are written off when identified. Receivables from associates and other related parties are carried at amortised cost less an allowance for impairment. Interest, when charged is taken up as income on an accrual basis. (j) Inventories Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition are accounted for as follows: (cid:129) Gaming inventories which include food, beverages and other consumables are costed on a weighted average basis; and (cid:129) Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. (k) Investments in associates The financial statements of the associates are used by the Group to apply the equity method. Where associates apply different accounting policies to the Group, adjustments are made upon application of the equity method. (i) The objective of the entity’s business model for managing the financial assets; and (ii) The characteristics of the contractual cash flow. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. An irrevocable election is made by instrument to determine if the instrument is measured at fair value either through Other Comprehensive Income (OCI) or the Income Statement. When financial assets are recognised initially, they are measured at fair value, plus, in the case of assets at fair value through OCI, directly attributable transaction costs. The best evidence of fair value is quoted prices in an active market. The fair value of the investments and other financial assets that do not have a price quoted in an active market have been estimated using valuation techniques based on assumptions that are not supported by observable market prices or rates. The fair value is reassessed each reporting period. If the fair value through Income Statement approach is adopted, increments and decrements on the fair value of the financial asset at each reporting date are recognised through the Income Statement. If the fair value through OCI approach is adopted, increments and decrements on the fair value are recognised in OCI, without recycling of gains and losses between Income Statement and OCI, even on disposal of the investment. Dividends in respect of these investments that are a return on investment are recognised in the Income Statement. Investments in associates are carried in the Statement of Financial Position at cost plus post-acquisition changes in the Group’s share of net assets of the associates, less any impairment in value. The Income Statement reflects the Group’s share of the results of operations of the associates. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. Where there has been a change recognised directly in the associates’ equity, the Group recognises its share of any changes and discloses this, when applicable in the Statement of Comprehensive Income. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any unsecured long term receivables and loans, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the associate. (m) Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation and amortisation is calculated on a straight-line basis over the estimated useful life of the asset as follows: (cid:129) Freehold buildings – 40 to 75 years; (cid:129) Leasehold improvements – lease term; and (cid:129) Plant and equipment – 2 to 15 years. The asset’s residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 87 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 1. Summary of Significant Accounting Policies continued (m) Property, plant and equipment continued Impairment The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount. The recoverable amount of property, plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. De-recognition An item of property, plant and equipment is de-recognised 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 de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the Income Statement in the period the item is de-recognised. (n) Intangible assets Licences Licences are carried at cost less any accumulated amortisation and any accumulated impairment losses. The directors regularly assess the carrying value of casino licences so as to ensure they are not carried at a value greater than their recoverable amount. The casino licence premiums are carried at cost of acquisition. The Crown Melbourne licence is being amortised on a straight-line basis over the remaining life of the licence from the time PBL acquired Crown Melbourne, being 34 years. The Crown Perth licence is assessed as perpetual and, as such, no amortisation is charged. The Crown Perth licence is subject to an annual impairment assessment. Goodwill Goodwill on acquisition is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised. 88 As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination’s synergies. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained. Other intangible assets Acquired both separately and from a business combination. Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or indefinite. Where amortisation is charged on assets with finite lives, this expense is taken to the Income Statement. Intangible assets created within the business are not capitalised and expenditure is charged against profits in the period in which the expenditure is incurred. Intangible assets are tested for impairment where an indicator of impairment exists, and annually in the case of intangible assets with indefinite lives, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Income Statement when the net asset is de-recognised. (o) Recoverable amount of assets At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount. N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 1. Summary of Significant Accounting Policies continued (o) Recoverable amount of assets continued Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset. The expense relating to any provision is presented in the Income Statement net of any reimbursement. Recoverable amount is the greater of fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows that are largely independent of the cash flows from other assets or groups of assets (cash-generating units). In assessing value in use, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. (p) Trade and other payables Trade and other payables are brought to account for amounts payable in relation to goods received and services rendered, whether or not billed to the Group at reporting date. The Group operates in a number of diverse markets, and accordingly the terms of trade vary by business. (q) Interest-bearing loans and borrowings All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. 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. Borrowing costs Borrowing costs directly associated with qualifying assets are capitalised, including any other associated costs directly attributable to the borrowing. The capitalisation rate to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the Group’s outstanding borrowings during the year, in this case 6.9%. All other borrowing costs are expensed in the period they are incurred. (r) Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) to make a future sacrifice of economic benefits to other entities as a result of past transactions or other events, it is probable that a future sacrifice of economic benefit will be required and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. A provision for dividends is not recognised as a liability unless the dividends are declared, or publicly recommended on or before the reporting date. (s) Employee benefits Provision is made for employee benefits accumulated as a result of employees rendering services up to reporting date including related on-costs. The benefits include wages and salaries, incentives, compensated absences and other benefits, which are charged against profits in their respective expense categories when services are provided or benefits vest with the employee. The provision for employee benefits is measured at the remuneration rates expected to be paid when the liability is settled. Benefits expected to be settled after twelve months from the reporting date are measured at the present value of the estimated future cash outflows to be made in respect of services provided by employees up to the reporting date. The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to 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 national government bonds with terms to maturity and currencies that match, as closely as possible, the estimated future cash outflows. (t) Share-based payment transactions Equity settled transactions The Group provides benefits to senior executives in the form of share-based payments, whereby executives render services in exchange for shares or rights over shares (equity-settled transactions). The plan in place to provide these benefits is the Executive Share Plan (ESP). The cost of these equity-settled transactions with executives is measured by reference to the fair value of the equity instruments at the date which they are granted. The fair value is determined by an external valuer using the Monte Carlo model, further details of which are given in note 26. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 89 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 1. Summary of Significant Accounting Policies continued (t) Share-based payment transactions continued Equity settled transactions continued In valuing equity-settled transactions, only conditions linked to the price of the shares of Crown Limited are taken into account, further details of which are given in note 26. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant executives become fully entitled to the award (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until vesting dates reflects: (i) The extent to which the vesting period has expired; and (ii) The Group’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The charge to the Income Statement for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding entry to equity. (u) Leases Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Operating lease payments are recognised as an expense in the Income Statement on a straight-line basis over the lease term. (v) De-recognition of financial instruments The de-recognition of a financial instrument takes place when the Group no longer controls the contractual rights that comprise the financial instrument, which is normally the case when the instrument is sold, or all the cash flows attributable to the instrument are passed through to an independent third party. (w) Derivative financial instruments and hedging Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives, except for those that qualify as cash flow hedges, are taken directly to profit or loss for the year. The fair value of forward exchange contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair values of interest rate swaps are determined by reference to market values for similar instruments. Hedges that meet the strict criteria for hedge accounting are accounted for as follows: (i) Fair value hedges Fair value hedges are hedges of the Group’s exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm commitment, or an identified portion of such an asset, liability or firm commitment that is attributable to a particular risk and could affect profit or loss. For fair value hedges, the carrying amount of the hedged item is adjusted for gains and losses attributable to the risk being hedged and the derivative is remeasured to fair value. Gains and losses from both are taken to profit or loss. The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, the hedge no longer meets the criteria for hedge accounting or the Group revokes the designation. Any adjustment to the carrying amount of a hedged financial instrument for which the effective interest method is used is amortised to profit or loss. Amortisation may begin as soon as an adjustment exists and shall begin no later than when the hedged item ceases to be adjusted for changes in its fair value attributable to the risk being hedged. (ii) Cash flow hedges Cash flow hedges are hedges of the Group’s exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability that is a firm commitment and that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in the Income Statement. Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction (finance costs or inventory purchases) when the forecast transaction occurs. If the hedging instrument expires or is sold, terminated or exercised without replacement or roll-over, or if its designation as a hedge is revoked (due to it being ineffective), amounts previously recognised in equity remain in equity until the forecast transaction occurs. 90 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s (y) Contributed equity Ordinary shares are classified as equity. Issued capital is recognised at the fair value of the consideration received, less transaction costs. (z) Revenue Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: Sale of goods Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and can be measured reliably. Risks and rewards are considered passed to the buyer at the time of delivery of the goods to the customer. Rendering of services Revenue is recognised when control of the right to be compensated for the services and the stage of completion can be reliably measured. Casino revenues are the net of gaming wins and losses. Interest Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset. Dividends Revenue is recognised when the shareholders’ right to receive the payment is established. 1. Summary of Significant Accounting Policies continued (x) Impairment of financial assets (i) Financial assets carried at amortised cost The Group assesses at each reporting date whether a financial asset or group of financial assets is impaired. If there is objective evidence that an impairment loss on loans and receivables carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced either directly or through use of an allowance account. The amount of the loss is recognised in the Income Statement. The Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If it is determined that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, the asset is included in a group of financial assets with similar credit risk characteristics and that group of financial assets is collectively assessed for impairment. Assets that are individually assessed for impairment and for which an impairment loss is or continues to be recognised are not included in a collective assessment of impairment. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the Income Statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. (ii) Financial assets carried at cost If there is objective evidence that an impairment loss has been incurred on an unquoted equity instrument that is not carried at fair value (because its fair value cannot be reliably measured), or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the loss is measured as the difference between the assets carrying amount and the present value of estimated cash flows, discounted at the current market rate of return for a similar financial asset. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 91 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 (ac) Business Combinations Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination shall be measured at fair value, which shall be calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity issued by the acquirer, and the amount of any non-controlling interest in the acquiree. Acquisition-related costs are expensed as incurred. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with AASB 139 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity. 1. Summary of Significant Accounting Policies continued N o t e s t o t h e F n a n c a i i l S t a t e m e n t s (aa) Earnings per share (EPS) Basic EPS is calculated as net profit after tax, 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 EPS is calculated as net profit after tax, adjusted for: (cid:129) costs of servicing equity (other than dividends); (cid:129) the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and (cid:129) other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (ab) Segment Information The Group’s operating segments have been determined based on internal management reporting structure and the nature of the products provided by the Group. They reflect the business level at which financial information is provided to management for decision making regarding resource allocation and performance assessment. The segment information presented is consistent with internal management reporting. The Group has three operating segments being Crown Melbourne, Crown Perth and Aspinall’s Club. 92 2. Segment Information 30 June 2012 N o t e s Normalised Result (1) Crown Melbourne $’000 Crown Perth $’000 Aspinall’s Club $’000 Unallo- cated $’000 Crown Group $’000 Adjust- ment(1) $’000 Note Actual Crown Group $’000 t o t h e F n a n c a i i 991,915 440,774 253 – 1,432,942 – 1,432,942 481,013 154,267 91,402 – 726,682 70,636 797,318 372,074 190,068 1,138 4,627 567,907 (393) – – 567,907 (393) 1,845,002 785,109 92,793 4,627 2,727,138 70,636 2,797,774 3 11,522 11,522 1,845,002 785,109 92,793 4,627 2,738,660 70,636 2,809,296 (2) l S t a t e m e n t s Operating revenue Main floor gaming VIP program play Non Gaming Intersegment Operating revenue Interest revenue Total revenue Segment result Gaming taxes & commissions (580,959) (195,946) (48,839) – (825,744) 8,619 (817,125) Operating expenses Intersegment Earnings before interest, tax, depreciation and amortisation “EBITDA” (753,457) (362,884) (23,310) (40,123) (1,179,774) 393 – – (1,179,774) 393 510,586 226,279 20,644 (35,496) 722,013 79,255 801,268 Depreciation and amortisation 3 (168,519) (45,916) (1,195) (2,630) (218,260) – (218,260) Earnings before interest and tax “EBIT” 342,067 180,363 19,449 (38,126) 503,753 79,255 583,008 Equity accounted share of associates’ net profit/(loss) Net interest income/(expense) Income tax benefit/(expense) 95,133 43,739 138,872 (102,062) – (102,062) (81,864) (24,629) (106,493) Profit/(loss) after tax 342,067 180,363 19,449 (38,126) 414,960 98,365 513,325 Capital expenditure 249,418 238,611 1,827 33 489,889 – 489,889 Investments in associates 10 – – – 1,088,744 1,088,744 – 1,088,744 (1) Normalised results have been adjusted to exclude the impact of any variance from theoretical win rate on VIP program play (at Crown Melbourne, Crown Perth, Aspinall’s Club and Melco Crown). The theoretical win rate is the expected hold percentage on VIP program play over time. Accordingly, the normalised result gives rise to adjustments to VIP program play revenue, gaming taxes, income tax expense and equity accounted share of associates’ result. (2) Total revenue of $2,809.3 million includes $0.4 million of profit on disposal of non-current assets, which is not included in revenue in the Income Statement. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 93 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 2. Segment Information continued 30 June 2011 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Normalised Result (1) Crown Melbourne $’000 Crown Perth $’000 Aspinall’s Club $’000 Unallo- cated $’000 Crown Group $’000 Adjust- ment(1) $’000 Note Actual Crown Group $’000 930,657 413,770 – – 1,344,427 – 1,344,427 418,236 116,772 30,583 365,179 169,728 145 – 19 565,591 (44,219) 521,372 535,071 (194) – – 535,071 (194) 1,714,072 700,270 30,728 19 2,444,895 (44,219) 2,400,676 3 8,968 – 8,968 1,714,072 700,270 30,728 19 2,453,863 (44,219) 2,409,644 (2) Operating revenue Main floor gaming VIP program play Non Gaming Intersegment Operating revenue Interest revenue Total revenue Segment result Gaming taxes & commissions (503,406) (157,044) (21,469) – (681,919) 16,251 (665,668) Operating expenses Intersegment Earnings before interest, tax, depreciation and amortisation “EBITDA” (704,955) (348,073) (5,339) (39,906) (1,098,273) – (1,098,273) 194 – 194 505,711 195,153 3,920 (39,887) 664,897 (27,968) 636,929 Depreciation and amortisation 3 (155,238) (37,437) (308) (2,620) (195,603) – (195,603) Earnings before interest and tax “EBIT” 350,473 157,716 3,612 (42,507) 469,294 (27,968) 441,326 Equity accounted share of associates’ net profit/(loss) Net interest income/(expense) Income tax benefit/(expense) 16,640 15,726 32,366 (66,578) – (66,578) (79,074) 7,815 (71,259) Profit/(loss) after tax 350,473 157,716 3,612 (42,507) 340,282 (4,427) 335,855 Capital expenditure 231,054 125,657 26 8 356,745 Investments in associates 10 – – – 851,721 851,721 – – 356,745 851,721 (1) Normalised results have been adjusted to exclude the impact of any variance from theoretical win rate on VIP program play (at Crown Melbourne, Crown Perth, Aspinall’s Club and Melco Crown) and pre-opening costs in respect of City of Dreams. The theoretical win rate is the expected hold percentage on VIP program play over time. Accordingly, the normalised result gives rise to adjustments to VIP program play revenue, gaming taxes, income tax expense and equity accounted share of associates’ result. (2) Total revenue of $2,409.6 million includes $0.4 million of profit on disposal of non-current assets, which is not included in revenue in the Income Statement. 94 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 3. Revenue and Expenses Profit before income tax expense includes the following revenues and expenses: (a) Revenue from continuing operations Revenue from services Revenue from sale of goods Interest Dividends Other operating revenue (b) Other income from continuing operations Profit on disposal of non-current assets (c) Expenses from continuing operations Cost of sales Gaming activities Other ordinary activities Depreciation of non-current assets (included in expenses above) Buildings Plant and equipment Amortisation of non-current assets (included in expenses above) Casino licence fee and management agreement Other assets Total depreciation and amortisation expense (d) Other income and expense disclosures Finance costs expensed: Debt facilities Capitalised interest Bad and doubtful debts – trade debtors Rentals – operating leases Superannuation expense Other employee benefits expense Executive share plan expenses Net (gain)/loss on listed investments & total return swaps Net foreign currency (gains)/losses 2012 $’000 2011 $’000 2,433,817 2,063,289 339,402 315,947 11,522 4,627 19,502 8,968 19 21,018 2,808,870 2,409,241 426 403 127,210 119,623 2,044,803 1,797,202 42,753 42,526 2,214,766 1,959,351 70,394 130,182 200,576 54,757 120,810 175,567 14,437 3,247 17,684 14,417 5,619 20,036 218,260 195,603 125,705 (12,121) 113,584 17,326 7,002 45,219 86,440 (10,895) 75,545 11,210 5,262 41,872 683,951 628,921 – (20,111) (1,214) 1,683 (7,775) 2,885 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 95 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 4. Dividends Paid and Announced N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 2012 $’000 2011 $’000 (a) Dividends declared and paid during the financial year Prior year final dividend (paid 14 October 2011) Paid at 19 cents (2010: 19 cents) per share and franked at 50% (2010: 60% franked) at the Australian tax rate of 30% (2010: 30%) 141,630 144,095 Current year interim dividend (paid 17 April 2012) Paid at 18 cents (2011: 18 cents) per share franked at 50% (2011: 60% franked) at the Australian tax rate of 30% (2011: 30%) Total dividends appropriated (b) Dividends announced and not recognised as a liability Current year final dividend (expected to be paid 12 October 2012) 131,111 136,511 272,741 280,606 Announced at 19 cents (2011: 19 cents) per share and franked at 50% (2011: 50% franked) at the Australian tax rate of 30% (2011: 30%) 138,395 144,095 (c) Franking credits The tax rate at which the final dividend will be franked is 30% (2011: 30%). The franking account disclosures have been calculated using the franking rate applicable at 30 June 2012. The amount of franking credits available for the subsequent financial year: Franking account balance as at the end of the financial year at 30% (2011: 30%) 6,550 24,612 Franking credits that will arise from the payment of income taxes payable as at the end of the financial year Franking debits that will arise from the refund of income taxes receivable as at the end of the financial year Total franking credits 42,955 16,846 (528) 48,977 (7,975) 33,483 The amount of franking credits available for future reporting periods: Impact on the franking account of dividends announced before the financial report was authorised for issue but not recognised as a distribution to equity holders during the financial year Total franking credits available for future reporting periods (29,656) (30,877) 19,321 2,606 96 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 5. Income Tax (a) Income tax expense 2012 $’000 2011 $’000 The prima facie tax expense, using tax rates applicable in the country of operation, on profit differs from income tax provided in the financial statements as follows: Profit before income tax Prima facie income tax expense on profit at the Australian rate of 30% (2011: 30%) 619,818 185,945 407,114 122,134 Tax effect of: Non deductible depreciation and amortisation Share of associates’ net losses/(profits) Differences in foreign tax rates Non assessable income sheltered by capital losses Other items – net Deferred income tax on temporary differences Income tax (over)/under provided in prior years Income tax expense Income tax expense comprises: Current expense Deferred expense Deferred expense/(benefit) due to change in tax rate Adjustments for current income tax of prior periods (b) Deferred income taxes Deferred income tax assets Deferred income tax liabilities Acquisitions Net deferred income tax assets/(liabilities) (c) Deferred income tax assets and liabilities at the end of the financial year The balance comprises temporary differences attributable to: Doubtful debt provision Employee benefits provision Revenue losses carried forward Other receivables Other provisions Prepaid casino tax Licences and intangibles Land and buildings Property, plant & equipment Other Net deferred income tax assets/(liabilities) 2,242 (41,662) (34,850) – (8,764) (8,238) 11,820 106,493 102,912 (8,456) 217 2,247 (9,710) (30,335) (14) 2,201 4,779 (20,043) 71,259 86,523 4,779 – 11,820 (20,043) 106,493 71,259 112,640 205,605 – 108,731 209,527 398 (92,965) (101,194) 8,851 26,442 3,241 33,474 23,289 9,060 24,647 7,422 38,905 19,133 (18,050) (18,870) (109,565) (117,351) (77,653) (71,593) 6,683 10,323 6,770 683 (92,965) (101,194) Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 97 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 5. Income Tax continued N o t e s t o t h e F n a n c a i i l S t a t e m e n t s (d) Movements in deferred income tax assets and liabilities during the financial year Carrying amount at the beginning of the year Charged/(credited) to the income statement Acquisitions Exchange differences Carrying amount at the end of the year (e) Tax losses not brought to account, as the realisation of the benefits represented by these balances is not considered to be probable The Group has tax losses arising in Australia that are available indefinitely for offset against future capital gains. Capital gains tax – no expiry date Total tax losses not brought to account Potential tax benefit at respective tax rates (f) Unrecognised temporary differences 2012 $’000 2011 $’000 (101,194) (96,017) 8,239 – (10) (4,779) (398) – (92,965) (101,194) 1,190,351 1,190,351 357,105 801,389 801,389 240,417 At 30 June 2012, there is no recognised or unrecognised deferred income tax liability (2011: $nil) for taxes that would be payable on the unremitted earnings of certain of the Group’s subsidiaries, associates or joint ventures, as the Group has no liability for additional taxation should such amounts be remitted. (g) Tax consolidation Crown Limited and its 100% owned Australian resident subsidiaries have formed a tax consolidated group with effect from 1 July 2007. Crown Limited is the head entity of the tax consolidated group. Members of the group have entered into a tax sharing arrangement with Crown Limited in order to allocate income tax expense between Crown Limited and the wholly owned subsidiaries. In addition, the agreement provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. At the balance date the possibility of default is remote. (h) 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 and deferred taxes to members of the tax consolidated group in accordance with their taxable income for the period. The allocation of taxes under the tax funding agreement is recognised as an increase/decrease in the subsidiaries inter-company accounts with the tax consolidated group head company, Crown Limited. 6. Trade and Other Receivables Current Trade receivables Provision for doubtful debts (a) Loans to associated entities Other receivables 98 2012 $’000 2011 $’000 203,532 (31,389) 172,143 209 29,382 29,591 122,776 (30,704) 92,072 426 31,258 31,684 201,734 123,756 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 6. Trade and Other Receivables continued (a) Allowance for Doubtful Debts Trade debtors are non-interest bearing and are generally 30 day terms. An allowance for doubtful debts is recognised when there is objective evidence that an individual trade debt is impaired. Movements in the allowance for doubtful debts Allowance for doubtful debts at the beginning of the year Net doubtful debt expense (1) Amounts written off Exchange differences (1) Amounts are included in other expenses. Ageing analysis of trade debtors 2012 – consolidated Current Past due not impaired Considered impaired 2011 – consolidated Current Past due not impaired Considered impaired Non-current Loans to associated entities (1) Other receivables (1) Loan terms are outlined in note 31. 7. Inventories Current Finished goods (at cost) 2012 $’000 (30,704) (17,326) 16,659 (18) 2011 $’000 (26,897) (11,210) 7,403 – (31,389) (30,704) 0–30 days $’000 >30 days $’000 Total $’000 22,137 – 136 – 22,137 150,006 150,006 31,253 31,389 22,273 181,259 203,532 25,873 – 130 26,003 – 66,199 30,574 96,773 2012 $’000 25,873 66,199 30,704 122,776 2011 $’000 92,713 10,154 120,399 11,078 102,867 131,477 2012 $’000 2011 $’000 11,850 18,070 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 99 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 8. Other Financial Assets N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Current Receivable on forward exchange contracts Receivable on total return swaps Non-current Receivable on forward exchange contracts 2012 $’000 337 – 337 – – 2011 $’000 – 7,775 7,775 24,051 24,051 Details of the Group’s exposure to interest rate risk and foreign currency changes are provided in note 35. 9. Investments At fair value Shares – listed (Australia) Shares – unlisted (Australia) Shares – unlisted (North America) 2012 $’000 2011 $’000 353,362 37,305 63,671 454,338 – 37,633 61,025 98,658 Investments consist of shares, and therefore have no fixed maturity date or coupon rate. On 14 June 2012 Echo announced a 1 for 5 renounceable entitlement offer for new Echo ordinary shares at a price of $3.30 per share. Crown participated in the retail component of the entitlement offer which settled on 18 July. Listed investments include Crown’s share of Echo’s renounceable entitlement offer which was settled subsequent to year end for $45.4 million. The fair value of listed investments have been determined by reference to published price quotations in an active market. The fair value of the unlisted investments have been estimated using valuation techniques based on assumptions that are not supported by observable market prices or rates. Management believes that the estimated fair values resulting from the valuation techniques and recorded in the Statement of Financial Position and the related changes in fair value recorded in the Income Statement are reasonable and the most appropriate at the reporting date. Based on the valuation techniques performed, the fair value movement on listed investments is as disclosed in note 3. There has been no fair value movement on unlisted investments during the year (2011: $nil). 10. Investments in Associates Investment details: Associated entities – unlisted shares Associated entities – listed shares Total investments in associates Fair value of listed investments: Melco Crown Entertainment Ltd (1) 2012 $’000 2011 $’000 6,800 1,081,944 1,088,744 3,669 848,052 851,721 2,087,261 2,129,988 2,087,261 2,129,988 (1) Reflects Melco Crown share price at balance date, converted to Australian dollars. In accordance with Crown’s accounting policies, recoverable amount is the greater of fair value less costs to sell and value in use. The Melco Crown carrying amount does not exceed its recoverable amount. 100 10. Investments in Associates continued Investments in Associates Reporting Date Melco Crown Entertainment Ltd 31 Dec (2) Principal Activity Resort/Casino and gaming machine operator Betfair Australasia Pty Ltd 30 April (2) Betting exchange Aspers Holdings (Jersey) Ltd 30 June Casino and gaming machine operator (2) The Group uses 30 June results to equity account for the investments. (3) Melco Crown Entertainment Ltd was incorporated in the Cayman Islands. Share of associates’ revenue and profits/(losses) Share of associates’: Revenue Operating profit/(loss) before income tax Income tax benefit/(expense) Share of associates’ net profit/(loss) after income tax Carrying amount of investments in associates Balance at the beginning of the financial year Carrying amount of investments in associates acquired during the year Share of associates’ net profit/(loss) for the year Foreign exchange movements % Interest N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Principal Place of Business 30 June 2012 30 June 2011 Macau (3) Australia U.K. 33.6 50.0 50.0 33.4 50.0 50.0 2012 $’000 2011 $’000 1,759,465 1,523,293 140,214 (1,342) 31,681 685 138,872 32,366 2012 $’000 2011 $’000 851,721 1,029,669 57,550 138,872 15,106 32,366 40,601 (225,420) Carrying amount of investment in associates at the end of the financial year 1,088,744 851,721 Represented by: (cid:129) Melco Crown (cid:129) Betfair The consolidated entity’s share of the assets and liabilities of associates in aggregate Current assets Non-current assets Current liabilities Non-current liabilities Net assets Retained profits/(accumulated losses) of the consolidated entity attributable to associates Balance at the beginning of the financial year Share of associates’ net profits/(losses) Balance at the end of the financial year 1,081,944 848,052 6,800 3,669 1,088,744 851,721 744,152 402,997 1,517,125 1,372,854 (490,183) (164,696) (648,641) (775,949) 1,122,453 835,206 (238,374) (270,740) 138,872 32,366 (99,502) (238,374) The investment in Aspers Holdings (Jersey) Ltd was previously written down to $nil and Crown has therefore discontinued recognising its share of further losses. The Group’s share of unrecognised losses as at 30 June 2012 for Aspers Group is $10.4 million (2011: $6.4 million). Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 101 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 10. Investments in Associates continued Impairment Testing Based on detailed impairment testing performed, there has been no impairment charge during the year (2011: $nil). For the purposes of impairment testing, management estimated the present value of the future cash flows expected to be generated from operations and the proceeds from ultimate disposal. These calculations use cash flow projections based on past performance and expectations for the future using a five year cash flow period. The implied terminal growth rate beyond the five year period does not exceed the forecasted long term inflation rates of up to 3.5% (2011: 4.3%). Post-tax discount rates of between 10% and 12% were used in the impairment review calculations (2011: 9% – 11%). Any reasonable possible change in key assumptions used would not cause the carrying amount of the investments to exceed their recoverable amounts. 11. Property, Plant and Equipment Freehold land and buildings $’000 Buildings on leasehold land $’000 Plant & equipment $’000 Construction work in progress $’000 Leased plant & equipment $’000 Total property, plant and equipment $’000 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Year ended 30 June 2012 At 1 July 2011, net of accumulated depreciation and impairment Additions Disposals Depreciation expense Exchange differences Reclassification/transfer 906,013 326 – 685,752 214,978 746,534 67,832 176,606 206,753 (74) (25) (23,812) (46,582) (130,182) – 139,666 108 – 152 115,587 (255,253) – – – At 30 June 2012, net of accumulated depreciation and impairment 1,022,193 854,182 799,898 128,106 – – – – – – – 2,514,905 489,889 (99) (200,576) 260 – 2,804,379 At 1 July 2011 Cost (gross carrying amount) 1,103,774 1,098,679 1,729,766 176,606 10,679 4,119,504 Accumulated depreciation and impairment (197,761) (412,927) (983,232) – (10,679) (1,604,599) Net carrying amount 906,013 685,752 746,534 176,606 – 2,514,905 At 30 June 2012 Cost (gross carrying amount) 1,248,223 1,312,721 1,901,664 128,106 Accumulated depreciation and impairment (226,030) (458,539) (1,101,766) – Net carrying amount 1,022,193 854,182 799,898 128,106 – – – 4,590,714 (1,786,335) 2,804,379 102 11. Property, Plant and Equipment continued Freehold land and buildings $’000 Buildings on leasehold land $’000 Plant & equipment $’000 Construction work in progress $’000 Leased plant & equipment $’000 Year ended 30 June 2011 At 1 July 2010, net of accumulated depreciation and impairment Additions Disposals Depreciation expense Acquisition of subsidiary Exchange differences Reclassification/transfer 966,556 1,120 – 675,132 34,043 535,942 165,483 142,829 156,099 – (92) (22,376) (32,381) (120,810) – – 9,156 (198) 4,497 (95) (39,287) – 161,609 (122,322) – – – – At 30 June 2011, net of accumulated depreciation and impairment 906,013 685,752 746,534 176,606 – – – – – – – – N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Total property, plant and equipment $’000 2,320,459 356,745 (92) (175,567) 13,653 (293) – 2,514,905 At 1 July 2010 Cost (gross carrying amount) 1,137,453 1,046,742 1,409,420 142,829 10,679 3,747,123 Accumulated depreciation and impairment (170,897) (371,610) (873,478) – (10,679) (1,426,664) Net carrying amount 966,556 675,132 535,942 142,829 – 2,320,459 At 30 June 2011 Cost (gross carrying amount) 1,103,774 1,098,679 1,729,766 176,606 10,679 4,119,504 Accumulated depreciation and impairment (197,761) (412,927) (983,232) – (10,679) (1,604,599) Net carrying amount 906,013 685,752 746,534 176,606 – 2,514,905 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 103 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 12. Licences N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Year ended 30 June 2012 At 1 July 2011, net of accumulated amortisation and impairment Amortisation expense At 30 June 2012, net of accumulated amortisation and impairment At 1 July 2011 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount At 30 June 2012 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount Year ended 30 June 2011 At 1 July 2010, net of accumulated amortisation and impairment Additions Amortisation expense At 30 June 2011, net of accumulated amortisation and impairment At 1 July 2010 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount (1) Purchased as part of a business combination. Casino Licence (1) $’000 664,455 (7,472) 656,983 794,899 (130,444) 664,455 794,899 (137,916) 656,983 651,926 20,000 (7,471) 664,455 774,899 (122,973) 651,926 The casino licence premiums are carried at cost and amortised on a straight line basis over their useful lives. The Crown Melbourne licence is being amortised over 34 years. The Crown Perth licence is assessed as perpetual and no amortisation is charged. 104 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 13. Other Intangible Assets Casino Management Agreement (1) $’000 Goodwill (1) $’000 Year ended 30 June 2012 At 1 July 2011, net of accumulated amortisation and impairment 56,518 155,624 Additions Exchange differences Amortisation expense – 432 – – – (6,965) Other $’000 Total $’000 888 1,787 – (512) 213,030 1,787 432 (7,477) At 30 June 2012, net of accumulated amortisation and impairment 56,950 148,659 2,163 207,772 At 1 July 2011 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount At 30 June 2012 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount 56,518 245,279 1,025 302,822 – (89,655) 56,518 155,624 (137) 888 (89,792) 213,030 56,950 245,279 – (96,620) 56,950 148,659 2,812 (649) 2,163 305,041 (97,269) 207,772 Year ended 30 June 2011 At 1 July 2010, net of accumulated amortisation and impairment Business acquisitions Exchange differences Amortisation expense At 30 June 2011, net of accumulated amortisation and impairment 11,892 45,853 (1,227) 162,570 – – – (6,946) 908 – – (20) 175,370 45,853 (1,227) (6,966) 56,518 155,624 888 213,030 At 1 July 2010 Cost (gross carrying amount) Accumulated amortisation and impairment Net carrying amount (1) Purchased as part of a business combination 11,892 245,279 – (82,709) 11,892 162,570 1,025 (117) 908 258,196 (82,826) 175,370 Goodwill is considered to have an indefinite life and is tested annually for impairment (see note 14). $45.1 million of the goodwill balance at 30 June 2012 is attributable to Aspinall’s Club. The useful life of the Crown Melbourne casino management agreement is 34 years, and is amortised on a straight line basis. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 105 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 14. Impairment Testing of Intangible Assets Impairment tests for intangible assets Intangible assets deemed to have indefinite lives are allocated to the Group’s cash generating units (CGU’s) identified according to business segment. The recoverable amount of a CGU is determined based on fair value less costs to sell. Fair value less costs to sell is calculated using a discounted cash flow methodology covering a specified period, with an appropriate residual value at the end of that period, for each segment. The methodology utilises cash flow forecasts that are based primarily on business plans presented to and approved by the Board. The implied terminal growth rate beyond the five year period does not exceed the forecasted long term Australian inflation rate of 2.2% (2011: 2.8%). The following describes each key assumption on which management has based its cash flow projections to undertake impairment testing of goodwill and casino licences. (a) Cash flow forecasts Cash flow forecasts are based on past performance and expectations for the future using a five year cash flow period. (b) Residual value Residual value is calculated using a perpetuity growth formula based on the cash flow forecast using a weighted average cost of capital (after tax) and forecast growth rate. (c) Forecast growth rates Forecast growth rates are based on past performance and management’s expectations for future performance in each segment. (d) Discount rates A weighted average cost of capital (after tax) of between 8% and 10% was used by the Group in impairment testing, risk adjusted where applicable. 2012 $’000 2011 $’000 100,800 100,800 (40,634) 60,166 (37,899) 62,901 2,674 62,840 3,424 66,325 15. Other Assets Non-current Prepaid casino tax at cost Accumulated amortisation Other prepayments 106 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 16. Trade and Other Payables Current – unsecured Trade and other payables Deferred Income Non-current – unsecured Other 17. Interest-Bearing Loans and Borrowings Current – unsecured Bank Loans – unsecured Non-current – unsecured Bank Loans – unsecured Capital Markets Debt – unsecured Fair Value Disclosures 2012 $’000 2011 $’000 324,561 237,207 1,170 682 325,731 237,889 138 138 – – 2012 $’000 29,077 29,077 2011 $’000 19,752 19,752 1,295,509 370,080 688,401 361,306 1,665,589 1,049,707 Details of the fair value disclosures of the Group’s interest bearing liabilities are set out in note 35. Financial Risk Management Information about the Group’s exposure to interest rate and foreign currency changes is provided in note 35. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 107 N o t e s t o t h e F n a n c a i i FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 17. Interest-Bearing Loans and Borrowings continued Financing and Credit Facilities Unsecured credit facilities are provided as part of the overall debt funding structure of the Crown Group as follows: l S t a t e m e n t s Facility Type Bank Facilities Bilateral Multi Option Facilities Syndicated Revolving Facility Syndicated Revolving and Term Loan Facility (1) GBP Syndicated Facility Letter of Credit Facility Australian Dollar Bilateral Facilities Debt Capital Markets Euro Medium Term Note US Private Placement Facility Amount $’000 Drawn Amount $’000 Letters of Credit Issued $’000 Available $’000 Expiry Dates 49,077 345,000 600,000 130,509 170,000 750,000 600,000 130,509 185,000 200,000 19,498 101,425 Feb-13/Oct 13 – – – 405,000 2015 – 2016 – – – – July 2013 2015 – 2016 June 2021 July 2013 – 185,000 200,000 – 2,035,509 1,324,586 204,498 506,425 174,634 195,446 174,634 195,446 370,080 370,080 – – – July 2036 2015 – 2020 – – – Total at 30 June 2012 2,405,589 1,694,666 204,498 506,425 Total at 30 June 2011 2,230,948 1,069,707 202,728 958,513 (1) The $600 million bank facility has been extended to July 2013. This facility is being refinanced. The bank facilities are provided on an unsecured basis by domestic and international banks. The debt capital markets drawn amounts represent unsecured notes issued to international debt investors. Crown is able to make advances and issue letters of credit under the letter of credit facility, syndicated facilities and the bilateral facilities which are multi option in nature. Each of the above mentioned facilities is supported by a Group guarantee from Crown and certain of its subsidiaries and impose various affirmative covenants on Crown, including compliance with certain financial ratios and negative covenants, including restrictions on encumbrances, and customary events of default, including a payment default, breach of covenants, cross-default and insolvency events. During the current and prior year, there were no defaults or breaches on any of the loans or borrowings. Refer to note 24(b) for a summary of Crown’s overdraft facilities. 108 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 18. Provisions At 1 July 2011 Arising during the year Utilised during the year At 30 June 2012 Current 2012 Non-current 2012 At 30 June 2012 Current 2011 Non-current 2011 At 30 June 2011 19. Other Financial Liabilities Current Payables on forward exchange contracts Payables on interest rate swaps Payables on total return swaps Non-current Payables on interest rate swaps Payables on cross currency swaps Other financial liabilities are outlined in note 35. Employee Entitlements $’000 115,223 75,432 (67,718) Other $’000 15,393 6,472 (4,642) Total $’000 130,616 81,904 (72,360) 122,937 17,223 140,160 84,754 38,183 17,223 – 101,977 38,183 122,937 17,223 140,160 91,888 23,335 115,223 11,029 4,364 15,393 102,917 27,699 130,616 2012 $’000 2011 $’000 – 2,276 11,185 11,036 22,221 146 8,515 8,661 – – 2,276 10,970 63,255 74,225 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 109 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 20. Contributed Equity N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Issued share capital Ordinary shares fully paid Movements in issued share capital Carrying amount at the beginning of the financial year ESP proceeds Share buy-back Carrying amount at the end of the financial year Shares held in Trust Balance at beginning of the financial year Shares acquired by the Crown Limited Long Term Incentive Plan Balance at the end of the financial year Issued share capital Ordinary shares fully paid Movements in issued share capital Balance at the beginning of the financial year Share buy-back Balance at the end of the financial year Terms and Conditions of Contributed Equity 2012 $’000 2011 $’000 446,763 645,475 645,475 638,690 39,345 (238,057) 6,785 – 446,763 645,475 – (480) (480) 2012 No. – – – 2011 No. 728,394,185 758,394,185 758,394,185 758,394,185 (30,000,000) – 728,394,185 758,394,185 Ordinary shares entitle the holder to participate in dividends and the proceeds on winding-up of the Company in proportion to the number of shares held. The voting rights attaching to ordinary shares provide that each ordinary shareholder present in person or by proxy or attorney or being a corporation present by representative at a meeting shall have: (a) on a show of hands, one vote only; (b) on a poll, one vote for every fully paid ordinary share held. Capital Management When managing capital, the Group’s objective is to maintain optimal returns to shareholders and benefits for other stakeholders. The Group also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. During 2012, the Group paid dividends of $272.7 million. The Group’s dividend policy going forward is to pay the higher of 37 cents per share or 65% of normalised full year NPAT (excluding non-cash profits from associates), subject to the Group’s financial position. 110 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 21. Reserves and Retained Earnings Foreign currency translation reserve Employee equity benefits reserve Net unrealised gains reserve Cash flow hedge reserve 2012 $’000 2011 $’000 (323,419) (363,804) 13,010 13,010 628,704 629,032 (19,509) (52,450) 298,786 225,788 Foreign Currency Translation Reserve The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign operations. Balance at the beginning of the financial year Net exchange difference on translation of foreign operations Balance at the end of the financial year (363,804) (157,888) 40,385 (205,916) (323,419) (363,804) Employee Equity Benefits Reserve The employee equity benefits reserve is used to record share based remuneration obligations to executives in relation to ordinary shares. Balance at the beginning of the financial year Charged to the income statement Balance at the end of the financial year Net Unrealised Gains Reserve The net unrealised gains reserve records the movement from changes in investments and associates equity. Balance at the beginning of the financial year Change in net unrealised gains reserve Balance at the end of the financial year Cash Flow Hedge Reserve The cash flow hedge reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. Balance at the beginning of the financial year Movement in interest rate swaps Movement in cross currency swaps Movement in forward exchange contracts Transfer to statement of financial position/statement of comprehensive income Balance at the end of the financial year 13,010 – 13,010 11,327 1,683 13,010 629,032 628,532 (328) 500 628,704 629,032 (52,450) (33,220) (361) 54,740 2,399 (23,837) 6,130 (39,755) 14,395 – (19,509) (52,450) Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 111 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 21. Reserves and Retained Earnings continued N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Retained Earnings Balance at the beginning of the financial year Net profit after tax Total available for appropriation Dividends provided for or paid Balance at the end of the financial year 2012 $’000 2011 $’000 2,389,097 2,331,864 513,325 335,855 2,902,422 2,667,719 (272,741) (278,622) 2,629,681 2,389,097 22. Business Combinations There were no business combinations in the 2012 financial year. In 2011, Crown Limited acquired ACL (Aspinall’s Club Limited), the owner and operator of the Aspinall’s Club in London, from the Aspers Group (a 50:50 joint venture between Crown and the Aspinall family). The consideration transferred was $58.9 million (£38.1 million). The transaction resulted in Crown Limited owning 100% of the shares in ACL. The fair value of the identifiable assets and liabilities of ACL as at the date of acquisition were: 2011 $’000 3,807 1,095 238 1,799 13,653 20,592 6,416 407 6,823 13,769 45,172 58,941 58,941 (3,807) 55,134 Cash and cash equivalents Trade and other receivables Inventories Prepayments Property, plant and equipment Trade and other payables Deferred tax liabilities Fair value of identifiable net assets Goodwill arising on acquisition Consideration transferred for acquisition of identifiable net assets Net Cash Flow – Acquisition of subsidiary Cash Paid Cash Acquired Net Cash Flow – Acquisition of subsidiary 112 23. Expenditure Commitments (a) Capital expenditure commitments N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Estimated capital expenditure contracted for at balance date, but not provided for: Payable within one year Payable after one year but not more than five years 2012 $’000 2011 $’000 213,043 325,630 20,683 64,494 233,726 390,124 At 30 June 2012, the Group has capital expenditure commitments principally relating to funding various projects at Crown Perth and Crown Melbourne. (b) Non-cancellable operating lease commitments Payable within one year Payable after one year but not more than five years Payable more than five years 2012 $’000 2,672 6,022 11,911 20,605 2011 $’000 1,924 2,475 16,959 21,358 The Group has entered into non-cancellable operating leases. The leases vary in contract period depending on the asset involved but generally have an average lease term of approximately 11 years (2011: 12 years). Operating leases include telecommunications rental agreements and leases on assets including motor vehicles, land and buildings and items of plant and equipment. Renewal terms are included in certain contracts, whereby renewal is at the option of the specific entity that holds the lease. On renewal, the terms of the leases are usually renegotiated. There are no restrictions placed upon the lessee by entering into these leases. In addition, in 1993 Crown Melbourne entered into a ninety-nine year lease agreement for the site upon which Crown Melbourne Entertainment Complex is located. For years one to forty inclusive the annual rent payable by the parent entity is one dollar per annum. For years forty-one to ninety-nine inclusive the annual rent payable will be the then current market rent for the site. The aggregate lease expenditure contracted for at balance date but not provided for which is disclosed in this report does not include an estimate for the rent payable for years forty-one to ninety-nine inclusive due to the uncertainty of these amounts. 24. Cash Flow Statement Reconciliation (a) Cash balance represents: (cid:129) cash on hand and at bank (cid:129) deposits at call 2012 $’000 2011 $’000 131,545 165,919 17,808 17,780 149,353 183,699 The above closing cash balances includes $143.4 million (2011: $130.3 million) of cash on the company’s premises and cash held in bank accounts (including deposits on call) needed to run the day to day operations of the businesses and cash of $6.0 million (2011: $53.4 million) for other purposes. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 113 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 24. Cash Flow Statement Reconciliation continued N o t e s t o t h e F n a n c a i i l S t a t e m e n t s (b) Reconciliation of the profit/(loss) after tax to the net cash flows from operating activities Profit after tax Depreciation and amortisation: (cid:129) property, plant and equipment (cid:129) intangibles (Profit)/loss on sale of property, plant and equipment Unrealised foreign exchange (gain)/loss Share of associates’ net (profit)/loss Executive Share Plan expense Net (gain)/loss on listed investments & total return swaps Changes in assets and liabilities: (Increase)/decrease in trade and other receivables Increase/(decrease) in doubtful debts (Increase)/decrease in inventories (Increase)/decrease in prepayments (Increase)/decrease in deferred income tax asset (Increase)/decrease in other assets (Decrease)/increase in payables (Decrease)/increase in current income tax liability (Decrease)/increase in provisions (Decrease)/increase in deferred income tax liability Net cash flows from operating activities Bank Overdraft Facilities The consolidated entity has bank overdraft facilities available as follows: Bank ANZ Banking Group Limited Citibank NA Royal Bank of Scotland PLC 2012 $’000 2011 $’000 513,325 335,855 200,576 17,684 (426) (816) 175,567 20,036 (403) 4,015 (138,872) (32,366) – (20,111) 1,683 (7,775) (77,942) (10,137) 685 6,220 (820) (3,909) (9,329) 17,639 61,573 9,543 (4,320) 8,417 (1,504) (6,550) 2,350 5 (51,229) 5,908 288 6,809 570,700 450,969 2012 2011 A$20 million A$20 million US$10 million US$10 million £20 million £10 million As at 30 June 2012 the Royal Bank of Scotland PLC overdraft was drawn to £8.0m. There were no drawn down amounts on the remaining overdraft facilities at 30 June 2012. 25. Events After the Reporting Period Subsequent to 30 June 2012, the directors of Crown announced a final dividend on ordinary shares in respect of the year ending 30 June 2012. The total amount of the dividend is $138.4 million, which represents a dividend of 19 cents per share franked at 50%. The dividend has not been provided for in the 30 June 2012 financial statements. 114 26. Executive Share Plan During the year the Executive Share Plan (ESP) which was approved at the 1994 PBL Annual General Meeting was wound up. No ESP shares were issued to executives in the current financial year. Crown ESP shares were subject to a performance condition, requiring a 7% compound annual growth in the Crown share price in order for the relevant portion of shares to vest and be released from restrictions under the ESP. At 30 June 2012, there were no remaining ESP shares on issue. A summary of the movement in ESP shares during the year is as follows: N o t e s t o t h e F n a n c a i i Shares at the beginning of the financial year Forfeited Shares on issue at the end of the financial year Loans to executives at the beginning of the financial year Loans repaid and satisfied during the year Loans to executives at year end Methodology l S t a t e m e n t s 2012 No. 2011 No. 4,952,807 5,748,815 (4,952,807) (796,008) – 4,952,807 $57,726,075 $66,559,688 ($57,726,075) ($8,833,613) – $57,726,075 In accordance with Australian Accounting Standards the ESP shares are accounted for as share based payments (see note 1(t)) and as such the loan values are not recorded in Crown’s Statement of Financial Position until they become due. The value that forms the basis was established at the time each ESP share was granted. As ESP shares were issued prior to the de-merger the valuation was performed using assumptions relevant to PBL before de-merger. External valuers have used a Monte Carlo simulation model combined with a Black Scholes option pricing model to value the ESP this year. The value per share granted for each allotment incorporates the share price growth performance conditions. The Monte Carlo simulation is a technique used to simulate future TSRs. The assumptions that underpin Black Scholes are used in a Monte Carlo simulation. The key assumptions are: (cid:129) Share price movement conforms to a lognormal distribution; (cid:129) Market efficiency; and (cid:129) Risk neutral valuation. Using an estimate of the future standard deviation (volatility) of returns and the risk neutral valuation assumption (allowing the use of the risk free interest rate), the share price return distribution of a company at a future date is estimated. The Monte Carlo simulation technique simulates possible share price returns conforming to that distribution. At each simulation, the share price is also simulated, meaning an equity instrument can be valued at that date. The share price simulated at one vesting date is used to simulate the share price at the next vesting date. If the target was not met at the earlier date, the unvested portion is carried to the next vesting date in the simulation. Non transferability of the plans During the period from grant date to vesting, executives cannot sell their plan rights. However, no adjustment is made to the fair values for this, as non-transferability is due to the executive having not yet earned the right to the plan (through the provision of their services), rather than a restriction on the underlying value of the plan rights. After vesting, the holders have until expiry to “exercise” the plan. Since the plan rights are not transferable, liquidity can only be obtained by exercising the plan rights and selling the underlying shares. In the case of the ESP, given the seniority of the holders and the benefit of the limited recourse feature, it is assumed the ESP will be held until expiry. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 115 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 26. Executive Share Plan continued Dilution When an investor exercises an exchange traded option, there is no change in either the company’s assets or the number of shares outstanding. However, when a company issued option is exercised, the number of shares outstanding will increase and the underlying assets of the company will be increased by the amount of the exercise proceeds. Any dilution of the share price of Crown which might arise on the issue of new shares following exercise of the ESP would be immaterial, given the number of existing shares on issue. Accordingly, no adjustment to the value of the ESP has been made for potential dilution. N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Other assumptions applied by external valuer (cid:129) PBL’s share price was the loan amount per share as advised by Crown to the external valuer at the grant date for the ESP; (cid:129) The risk free rate is the yield on an Australian Government Bond with a life similar to the expected life at the valuation date; (cid:129) Expected volatility was based on PBL’s historical share price movement preceding the valuation date and the implied volatility on exchanged traded options; and (cid:129) The dividend yield was calculated based on the consensus broker EPS forecast divided by PBL’s share price. New Long Term Incentive Plan (Crown LTI) In 2010, Crown established a new LTI. The Crown LTI was designed as a successor long term incentive to the Employee Share Plan which was wound up during the year. The Crown LTI has been made available to selected senior executives with effect from 1 July 2010. The Crown LTI rewards relevant senior executives for achieving certain earnings per share targets over the four year period from 1 July 2010 to 30 June 2014. Further detail regarding the operation of the Crown LTI and the Senior Executives (or KMPs) who participate in the Crown LTI can be found in the Remuneration Report. 27. Contingent Liabilities and Related Matters The Group has no contingent liabilities at 30 June 2012. Legal Actions Entities within the group are defendants from time to time in legal proceedings arising from the conduct of their business. The group does not consider that the outcome of any proceedings ongoing at balance date, either individually or in aggregate, is likely to have a material effect on its financial position. Where appropriate, provisions have been made. 28. Auditors’ Remuneration Amounts received, or due and receivable, by Ernst & Young (Australia) for: Auditing the accounts Taxation services Amounts received, or due and receivable, by other member firms of Ernst & Young International for: Auditing the accounts Other services: (cid:129) Taxation services (cid:129) Consulting services Amounts received, or due and receivable, by non Ernst & Young audit firms for: Auditing services 2012 $’000 873 4,716 165 171 184 2011 $’000 817 3,482 30 321 44 6,109 4,694 49 71 116 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 29. Earnings Per Share (EPS) The following reflects the income and share data used in the calculations of basic and diluted EPS: Net profit/(loss) after tax used in calculating basic and diluted EPS Weighted average number of ordinary shares used in calculating basic and diluted EPS (’000) 2012 $’000 2011 $’000 513,325 735,634 335,855 758,394 There are no transactions involving ordinary shares or potential ordinary shares that would significantly change the number of ordinary shares or potential ordinary shares outstanding between the reporting date and the date of completion of these financial statements. 30. Key Management Personnel Disclosures (a) Details of key management personnel (i) Directors James D Packer John H Alexander Benjamin A Brazil Helen A Coonan Christopher D Corrigan Rowen B Craigie Rowena Danziger Geoffrey J Dixon John S Horvath Ashok Jacob Michael R Johnston Harold C Mitchell (ii) Executives Kenneth M Barton Barry J Felstead Greg F Hawkins W Todd Nisbet Executive Chairman Executive Deputy Chairman Non-Executive Director Non-Executive Director (appointed 2 December 2011) Non-Executive Director Chief Executive Officer and Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Chief Financial Officer Chief Executive Officer – Crown Perth Chief Executive Officer – Crown Melbourne (from 5 December 2011) Executive Vice President – Strategy and Development (b) Remuneration of key management personnel Total remuneration for key management personnel for the Group and Parent Entity during the financial year are set out below: Remuneration by category Short term benefits Post employment benefits Termination benefits Long term incentives Further details are contained in the Remuneration Report. 2012 $ 2011 $ 12,664,142 12,676,741 94,650 112,395 – 3,790,845 7,162,500 8,376,147 19,921,292 24,956,128 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 117 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 30. Key Management Personnel Disclosures continued (c) Shareholdings of key management personnel Ordinary shares held in Crown (directly and indirectly) 30 June 2012 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Directors (including directors who left the Board during the year) James D Packer (1) John H Alexander Rowen B Craigie (2) (3) Rowena Danziger Harold C Mitchell Executives Ken M Barton (2) Barry J Felstead (3) Greg F Hawkins Todd W Nisbet (2) Issued under Executive Share Plan Other Net Change Balance 30 June 2012 – – 24,182,723 350,311,967 – 506,047 35,217 (2,341,102) – – – – Balance 1 July 2011 326,129,244 506,047 2,341,102 30,896 114,887 Issued under Executive Share Plan Balance 1 July 2011 Other Net Change – 9,782 – 234,110 1,509 – – – 17,608 (234,110) – – 35,217 30,896 114,887 Balance 30 June 2012 9,782 – 1,509 17,608 (1) Change is a result of an on market trade. (2) The registered holder of these shares is Australian Executor Trustees Limited as trustee under the 2010 Crown Limited Long Term Incentive Plan. Mr Craigie, Mr Barton and Mr Nisbet may become entitled to have those shares transferred to them after 30 June 2014 if certain conditions in the 2010 Crown Limited Long Term Incentive Plan are met. (3) The other net change reflects the sale of ESP shares as part of the wind up of the ESP which completed during the year. The Company does not have any options on issue. Ordinary shares held in Crown (directly and indirectly) 30 June 2011 Directors (including directors who left the Board during the year) James D Packer (1) John H Alexander Rowen B Craigie (2) Rowena Danziger Harold C Mitchell (3) Richard W Turner (4) (1) Change is a result of an on market trade. (2) All of these shares are ESP shares. (3) Appointed 10 February 2011. (4) Resigned 1 May 2011. 118 Issued under Executive Share Plan – – – – – – Other Net Change Balance 30 June 2011 22,623,954 326,129,244 – – – 114,887 – 506,047 2,341,102 30,896 114,887 19,373 Balance 1 July 2010 303,505,290 506,047 2,341,102 30,896 – 19,373 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 30. Key Management Personnel Disclosures continued (c) Shareholdings of key management personnel continued Ordinary shares held in Crown (directly and indirectly) continued 30 June 2011 Executives David G Courtney (1) (3) Barry J Felstead (2) Greg F Hawkins Issued under Executive Share Plan Other Net Change Balance 30 June 2011 – – – (56,575) 643,802 – – 234,110 1,509 Balance 1 July 2010 700,377 234,110 1,509 (1) Change is a result of an on market trade. The balance of shares held at 30 June 2011 were all ESP shares. Those shares were sold during the 2012 financial year as part of the wind up of the ESP. (2) All of these shares are ESP shares. (3) Ceased performing role of Chief Executive Officer of Crown Melbourne Limited on 8 October 2010. The Company does not have any options on issue. 31. Related Party Disclosures (a) Parent entity Crown Limited is the ultimate parent entity of the Group. (b) Controlled entities, associates and joint ventures Interests in significant controlled entities are set out in note 32. Investments in associates and joint ventures are set out in note 10. (c) Entity with significant influence over the Group At balance date Consolidated Press Holdings Group (“CPH”), a group related to Mr James Packer, holds 48.09% (2011: 43.00%) of the Company’s fully paid ordinary shares. (d) Director related entities Consolidated Media Holdings (“CMH”) is an entity classified as a related party due to Crown and CMH having a number of common directors. (e) Key management personnel Disclosures relating to key management personnel are set out in note 30, and in the Remuneration Report. (f) Terms and conditions of transactions with related parties Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial terms, unless otherwise stated. (g) Transactions with related parties The continuing operations have had the following transactions with related parties: (i) Director related entities and entities with significant influence over the Group CPH provided corporate secretarial and administrative services to Crown and its controlled entities of $0.2 million during the year (2011: $0.2 million). In addition CPH paid costs on behalf of Crown to third parties totalling $0.7 million during the year (2011: $1.3 million). At 30 June 2012 there were no amounts owing to CPH (2011: $nil). Crown and its controlled entities provided CPH with hotel and banqueting services of $41,000 during the year (2011: $39,000). At 30 June 2012 there were no amounts owing from CPH (2011: $nil). Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 119 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 31. Related Party Disclosures continued (g) Transactions with related parties continued (i) Director related entities and entities with significant influence over the Group continued Crown and CMH jointly engaged certain legal and other advisers in relation to certain matters arising prior to the PBL de-merger. Costs of these advisers are shared in a manner consistent with Section 14 of the PBL Scheme Booklet, generally Crown – 75% and CMH – 25%. Similarly, payments in relation to liabilities arising from activities prior to the PBL demerger were shared on the same basis. At 30 June 2012 $0.2 million (2011: $0.1 million) was owing to CMH in relation to pre-demerger matters. (ii) Associates Crown acquired additional equity in Melco Crown for an amount of $57.5 million (2011: $nil) arising from the conversion of previously outstanding shareholder loans to Melco Crown. Crown did not acquire any additional equity in Melco Crown from Melco Crown SPV Limited (2011: $15.1 million). Interest charged on loans previously advanced to Melco Crown was $45,000 for the year (2011: $0.1 million). Crown provided Melco Crown IT and related services of $1.5 million (2011: $0.6 million) at cost during the year. Amounts receivable from Melco Crown at 30 June 2012 in relation to all charges made were $0.7 million (2011: $0.1 million). Melco Crown provided $38,000 (2011: $40,000) in Hotel and other services to Crown during the year. In addition Melco Crown paid costs of $0.1 million (2011: $0.1 million) on behalf of Crown during the year which has subsequently been reimbursed in full. Crown provided additional loans of $27.4 million (2011: $51.2 million) to Aspers Holdings (Jersey) Ltd during the year. There were no loan repayments to Crown during the year (2011: $28.1 million). Interest charged on loans advanced to Aspers was $7.5 million for the year (2011: $5.8 million). At 30 June 2012 $81.2 million (2011: $49.2 million) was owing by Aspers. There were no costs paid by Aspers on behalf of Crown during the year (2011: $20,000). At 30 June 2012 there were no amounts owing to Aspers (2011: $nil). Crown did not pay any costs on behalf of Gateway during the year (2011: $0.3 million). At 30 June 2012 there were no amounts owing to or from Gateway (2011: $nil). Crown made no further loans to Betfair during the year (2011: $nil). The loan balance with Betfair at 30 June 2012 was $11.7 million (2011: $11.7 million). No interest is payable on the loan. Crown provided Betfair Hotel and Banqueting services of $71,000 (2011: $40,000) during the year. For the year ended 30 June 2012, the Group has not made any allowance for doubtful debts relating to amounts owed by related parties as there have been no default of payment terms and conditions (2011: $nil). An impairment assessment is undertaken each financial year by examining the financial position of the related party and the market in which the related party operates to determine whether there is objective evidence that a related party receivable is impaired. When such objective evidence exists, the Group recognises an allowance for the impairment loss. During the financial year Crown has assessed there is no impairment to related party receivables. 120 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 32. Investment in Controlled Entities The consolidated financial statements include the financial statements of Crown Limited and its controlled entities. Significant controlled entities and those included in a class order with the parent entity are: Footnote Country of Incorporation Beneficial Interest Held by the Consolidated Entity(1) Crown Limited Artra Pty Ltd Aspinall’s Club Limited Burswood Limited Burswood Nominees Ltd Burswood Resort (Management) Ltd Crown Asia Investments Limited Crown Capital Golf Pty Ltd Crown Cyprus Limited Crown CCR Group Holdings One Pty Ltd Crown CCR Group Holdings Two Pty Ltd Crown CCR Group Holdings General Partnership Crown CCR Group Investments One LLC Crown CCR Group Investments Two LLC Crown CCR Holdings LLC Crown CPS Holdings Pty Ltd Crown Entertainment Group Holdings Pty Ltd Crown Gaming Management Pty Ltd Crown Gateway Luxembourg Pty Ltd Crown Group Finance Limited Crown Group Securities Ltd Crown Management Holdings Pty Ltd Crown Management Pty Ltd Crown Melbourne Limited Crown North America Holdings One Pty Ltd Crown North America Investments LLC Crown Overseas Investments Pty Ltd Crown Services (US) LLC Crown UK Investments Ltd Crown (Western Australia) Pty Ltd Flienn Pty Ltd Jade West Entertainment Pty Ltd Jemtex Pty Ltd Nine Television (Netherlands Antilles) Pty Ltd PBL (CI) Finance Limited Pennwin Pty Ltd Publishing and Broadcasting (Finance) Ltd Publishing and Broadcasting International Holdings Ltd Renga Pty Ltd 2012 2011 Australia Australia United Kingdom A Australia A Australia A Australia A Australia Australia Australia A Australia Australia USA USA USA USA A Australia A Australia Australia Australia A Australia A Australia A Australia A Australia A Australia Australia USA A Australia USA United Kingdom A Australia A Australia A Australia A Australia Australia Cayman Islands Australia A Australia Bahamas A Australia A A A A A A A A A A A A A A A A A A A A A 2012 % 2011 % Parent Entity 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 (1) The proportion of ownership interest is equal to the proportion of voting power held. A These controlled entities have entered into a deed of cross guarantee with the parent entity under ASIC Class Order 98/1418 – the “Closed Group” (refer note 33). Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 121 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 33. Deed of Cross Guarantee Certain controlled entities of Crown Limited, as detailed in note 32, are parties to a Deed of Cross Guarantee under which each company guarantees the debts of the others. By entering into the deed, pursuant to ASIC Class Order 98/1418, certain controlled entities of Crown have been granted relief from the Corporations Act 2001 requirements for preparation, audit and publication of accounts. The consolidated income statement and balance sheet of the entities which are members of the “Closed Group” are detailed below. N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Consolidated income statement Profit/(loss) before income tax Income tax (expense)/benefit Net profit/(loss) after income tax Retained earnings/(accumulated losses) at the beginning of the financial year Retained earnings/(accumulated losses) of entities entering Closed Group Dividends provided for or paid Retained earnings/(accumulated losses) at the end of the financial year Closed Group 2012 $’000 2011 $’000 622,722 1,205,637 (89,961) (45,514) 532,761 1,160,123 (222,182) (2,286,505) (182,201) 1,182,822 (272,741) (278,622) (144,363) (222,182) 122 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 33. Deed of Cross Guarantee continued Consolidated balance sheet Current assets Cash and cash equivalents Trade and other receivables Inventories Prepayments Other financial assets Total current assets Non-current assets Receivables Other financial assets Investments Investment in associates Property, plant and equipment Licences Other intangible assets Deferred tax assets Other assets Total non-current assets Total assets Current liabilities Trade and other payables Interest-bearing loans and borrowings Income tax payable Provisions Other financial liabilities Total current liabilities Non-current liabilities Other payables Interest-bearing loans and borrowings Deferred tax liability Provisions Other financial liabilities Total non-current liabilities Total liabilities Net assets Equity Contributed equity Treasury shares Reserves Retained earnings Total equity Closed Group 2012 $’000 2011 $’000 159,027 176,908 11,613 16,225 337 167,574 122,562 17,834 18,798 – 364,110 326,768 1,080,508 1,259,496 2,511,130 2,390,577 357,327 – 1,088,744 851,721 2,790,405 2,501,567 656,983 162,714 101,734 62,840 555,426 169,165 95,824 62,901 8,812,385 7,886,677 9,176,495 8,213,445 292,679 221,204 29,077 83,695 99,213 22,221 19,752 38,997 100,154 2,276 526,885 382,383 138 – 3,384,382 2,657,007 205,481 138,864 38,183 8,661 27,699 74,225 3,636,845 2,897,795 4,163,730 3,280,178 5,012,765 4,933,267 4,809,818 5,447,104 (480) – 347,790 (291,655) (144,363) (222,182) 5,012,765 4,933,267 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 123 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 34. Parent Entity Disclosures N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Results of the parent entity Profit after tax for the period Other comprehensive income/(loss) Total comprehensive income for the period Financial position of the parent entity Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Total equity of the parent entity comprising of: Issued capital Employee equity benefits reserve Accumulated losses Total equity Contingent liabilities Crown Limited 2012 $’000 2011 $’000 419,503 280,287 – – 419,503 280,287 3 1 9,787,154 9,482,802 9,787,157 9,482,803 83,192 39,073 2,764,065 2,451,880 2,847,257 2,490,953 9,927,204 10,125,916 13,010 13,010 (3,000,314) (3,147,076) 6,939,900 6,991,850 There are no contingent liabilities for the parent entity at 30 June 2012 (2011: $nil). Capital expenditure The parent entity does not have any capital expenditure commitments for the acquisition of property, plant and equipment contracted but not provided for at 30 June 2012 (2011: $nil). Parent entity guarantees in respect of debts of its subsidiaries The parent entity has entered into a deed of cross guarantee with the effect that the Company guarantees debts in respect of its subsidiaries. Further details of the deed of cross guarantee and the subsidiaries subject to the deed, are set out in notes 32 and 33. 35. Financial Risk Management Objectives and Policies The Group’s principle financial instruments comprise receivables, payables, bank loans and capital market debt, investments, cash and short term deposits and derivatives. The Group’s business activities expose it to the following risks; market risks (interest rate and foreign exchange), credit risk and liquidity risk. For each of these risks, the Group considers the counterparties, geographical area, currency and markets as applicable to determine whether there are concentrations of risk. Other than as described in this note, the Group is satisfied that there are no material concentrations of risk. The Group has policies in place to manage different types of risks to which it is exposed. Policies include monitoring the level of interest rate and foreign exchange risk and assessments of market forecasts for interest rates and foreign exchange rates. Ageing analysis of and monitoring of exposures to counterparties are undertaken to manage credit risk. Liquidity risk is monitored through the employment of rolling cash flow forecasts. 124 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 35. Financial Risk Management Objectives and Policies continued Financial risk management is carried out under policies approved by the Board of Directors. The Group identifies, evaluates and hedges financial risks in accordance with approved polices. The Board are informed on a regular basis of risk management activities. (a) Market Risk (i) Interest rate risk – cash flow The Group’s exposure to market interest rates relates primarily to the Group’s cash and cash equivalents and long term debt obligations as outlined in note 17. At balance date, the Group had the following mix of financial assets and liabilities exposed to variable interest rates that are not designated as cash flow hedges. Financial assets AUD cash at bank AUD deposits at call GBP cash at bank USD cash at bank Total financial assets Financial liabilities AUD Bank loans HKD Bank Loans GBP Bank Loans Total financial liabilities Net exposure 2012 $’000 15,460 17,808 (9,555) 15 2011 $’000 42,402 17,780 10,980 17 23,728 71,179 865,000 349,756 29,077 15,354 – 58,401 909,431 408,157 (885,703) (336,978) As at balance date, the Group maintained floating rate borrowings of $909.4 million (2011: $408.2 million) that were not hedged by interest rate swaps. The associated interest rate risk is partially mitigated by total financial assets of $23.7 million (2011: $71.2 million). Under the bank loans outstanding, for AUD facilities, the Group pays the Bank Bill Swap rate (BBSW) plus a margin of between 100 and 190 basis points, for GBP facilities, the Group pays LIBOR plus a margin of 155 basis points and for HKD facilities, the Group pays HIBOR plus a margin of 62.5 basis points. Of the AUD cash on hand and at bank $15.5 million is interest bearing and is invested at approximately BBSW. Deposits at call of $17.8 million are invested at approximately BBSW. The Group maintains cash and cash equivalents on hand of $125.6 million for operational purposes and is non-interest bearing (2011: $112.5 million). As at balance date, the Group maintained no floating rate borrowings in USD (2011: $nil) and had minimal cash and cash equivalents (2011: minimal). As at balance date, the Group maintained floating rate borrowings of $15.4 million in GBP (2011: $58.4 million) and had cash and cash equivalents of negative $9.6 million (2011: $11.0 million) with positive balances invested at the UK daily cash rate and overdrafts charged at UK base rate plus a margin of 150 basis points. As at balance date, the Group maintained floating rate borrowings in HKD of $29.1m (2011: $nil) and had minimal interest earning cash and cash equivalents (2011: minimal). Group Sensitivity If there was an increase of 75 basis points in AUD interest rates, an increase of 100 basis points in GBP and USD interest rates, and an increase of 50 basis points in HKD interest rates, the Group’s post-tax-profit for the year would have decreased by $6.6 million (2011: an increase of 150 basis points in AUD, GBP and USD interest rates would have decreased the Group’s post-tax-profit by $3.6 million). Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 125 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 35. Financial Risk Management Objectives and Policies continued (a) Market Risk continued (i) Interest rate risk – cash flow continued Group Sensitivity continued If there was a decrease of 50 basis points in AUD and GBP interest rates, and a decrease of 25 basis points in USD and HKD interest rates, the Group’s post-tax-profit for the year would have increased by $4.4 million (2011: a decrease of 150 basis points in AUD interest rates, a decrease of 25 basis points in USD interest rates and a decrease of 50 basis points in GBP interest rates would have increased the Group’s post-tax-profit by $3.2 million). The Group, where appropriate, uses interest rate swaps to manage the risk of adverse movements in interest rates for its long term floating rate borrowings which are subject to variable rates. The Group uses cross-currency interest rate swaps to manage the risk of adverse movements in interest rates for its long term foreign currency denominated borrowings which are subject to variable rates. As at balance date the notional principal amounts and period of expiry of the interest rate swap contracts were as follows: Cash flow hedge Maturity under 1 year Maturity 1–5 years Maturity over 5 years Closing Balance 2012 $’000 2011 $’000 300,000 115,155 174,634 589,789 – 300,000 174,634 474,634 Under the interest swap contracts maturing June 2013, the Group has the right to receive floating rate (i.e. BBSW) quarterly and pay fixed rate of 6.99% quarterly. The terms of the swap contracts are matched directly against the appropriate loan and interest expense and as such are highly effective. The fair value of the swap at balance date was negative $11.2 million (2011: negative $11.0 million). Under the interest rate swap contracts (maturing December 2015 and December 2016), the Group has the right to receive LIBOR and pay GBP interest at a fixed rate of 1.00% and 1.19%, respectively (2011: n/a). The terms of the swap contracts are matched directly against the appropriate loan and interest expense and as such are highly effective. The fair value of the swap at balance date was negative $0.1m (2011: n/a). Under the cross currency swap contract (maturing July 2036), the Group has the right to receive USD interest at a fixed rate of 4.76% (2011: 4.76%) semi-annually and pay AUD interest at fixed rate of 7.05% (2011: 7.05%) quarterly. The term of the cross currency swap contract are matched directly against the appropriate loan and interest expense and as such is highly effective. The fair value of the swap at balance date was negative $8.5 million (2011: negative $63.3 million). (ii) Interest rate risk – fair value Where appropriate, the Group enters into fixed rate debt to mitigate exposure to interest rate risk. As the Group holds fixed rate debt there is a risk that the fair value of financial instruments will fluctuate because of market movements in interest rates. The level of fixed rate debt at balance date was $785.2 million (2011: $661.3 million). As at balance date the Group had no interest rate swaps in place to hedge fixed rate debt issuances. (iii) Foreign exchange risk The Group has currency exposure as a result of capital expenditure and investments/sales in currencies other than the Group’s functional currency. Treasury, on behalf of the operating units, uses forward exchange contracts to minimise the currency exposure on any significant receivables or payables as is deemed appropriate. 126 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 35. Financial Risk Management Objectives and Policies continued (a) Market Risk continued (iii) Foreign exchange risk continued All forward exchange contracts must be in the same currency as the firm commitment and the Group negotiates the terms of the hedges to exactly match the underlying commitment to maximise hedge effectiveness. As at balance date, the Group had hedged the majority of its foreign currency receivables and payables that are firm commitments. As at balance date, the Group had the following material foreign exchange exposures that were not designated as cash flow hedges: USD Exposure Financial assets Cash and cash equivalents Total financial assets Financial liabilities US Private Placement Total financial liabilities Net exposure GBP Exposure Financial assets Cash and cash equivalents Loans to associates Total financial assets Financial liabilities GBP Loan Facilities Total financial liabilities Net exposure HKD Exposure Financial assets Cash and cash equivalents Trade and other receivables Total financial assets Financial liabilities Trade and other payables HKD Debt Facilities Total financial liabilities Net exposure SGD Exposure Financial assets Cash and cash equivalents Total financial assets Net exposure 2012 $’000 1,442 1,442 2011 $’000 353 353 195,446 195,446 186,672 186,672 (194,004) (186,319) 2012 $’000 2,780 81,222 84,002 110,241 110,241 2011 $’000 29 49,237 49,266 58,401 58,401 (26,239) (9,135) 2012 $’000 5,811 29,072 34,883 2,440 29,077 31,517 3,366 2012 $’000 3,023 3,023 3,023 2011 $’000 6,115 – 6,115 – – – 6,115 2011 $’000 38 38 38 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 127 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 35. Financial Risk Management Objectives and Policies continued (a) Market Risk continued (iii) Foreign exchange risk continued Group sensitivity – USD Based on the financial instruments held at balance date, the sensitivity to fair value movements through equity if the AUD strengthened or weakened by 10c against the USD would be $17.4 million higher or $21.2 million lower (2011: $15.9 million higher or $19.2 million lower). The sensitivity to fair value movements through profit and loss if the AUD strengthened or weakened by 10c against the USD would not be material as at balance date (2011: not material). Group sensitivity – GBP Based on the financial instruments held at balance date, the sensitivity to fair value movements through equity if the AUD strengthened or weakened by 5c against the GBP would be $2.1 million higher or $2.4 million lower (2011: not material). The sensitivity to fair value movements through profit and loss if the AUD strengthened or weakened by 5c against the GBP would not be material as at balance date (2011: not material). Group sensitivity – HKD Based on the financial instruments held at balance date, the sensitivity to fair value movements through equity if the AUD strengthened or weakened by 50c against the HKD would not be material as at balance date (2011: not material). The sensitivity to fair value movements through profit and loss if the AUD strengthened or weakened by 50c against the HKD would not be material as at balance date (2011: not material). Group sensitivity – SGD Based on the financial instruments held at balance date, the sensitivity to fair value movements through equity if the AUD strengthened or weakened by 10c against the SGD would not be material as at balance date (2011: not material). The sensitivity to fair value movements through profit and loss if the AUD strengthened or weakened by 10c against the SGD would not be material as at balance date (2011: not material). Foreign Exchange Contracts The Group uses derivative instruments such as forward exchange contracts to manage the currency risks arising from the Group’s operations and its sources of finance. Derivatives are exclusively used for hedging purposes and not as trading or other speculative instruments. These derivatives qualify for hedge accounting and are based on limits set by the Board. Cash flow hedges At balance date details of outstanding contracts denominated in AUD was: Buy USD/Sell AUD Maturity under 1 year Maturity 1–5 years Buy AUD/Sell USD Maturity under 1 year Maturity 1-5 years Notional Amounts Average Rate 2012 $’000 2011 $’000 2012 $’000 2011 $’000 14,881 20,128 1.0169 0.9290 – – – – – 91,754 – – – – – 0.6992 The change in fair value of cash flow hedges as at balance date was not material (2011: positive $21.8 million). The forward exchange contracts are considered to be highly effective hedges as they are matched against known and committed receivables and payments and any gain or loss on the hedged risk is taken directly to equity. 128 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s 35. Financial Risk Management Objectives and Policies continued (b) Price Risk (i) Equity Securities Price Risk The Group is exposed to equity securities price risk. Equity securities price risk arises from investments held by the Group and classified on the balance sheet as investments. Shares – listed Shares – unlisted Net exposure Group sensitivity 2012 $’000 353,362 100,976 454,338 2011 $’000 – 98,658 98,658 The Group’s sensitivity to equity securities price risk for the listed investments has been estimated by reference to published price quotations in an active market. The sensitivity to movement in fair value of the listed investments on the after-tax profit and loss of the Group as a result of a 10% movement in the share price of the listed shares would be $24.7 million (2011: n/a). The Group’s sensitivity to equity securities price risk for the unlisted investments has been estimated using valuation techniques based on the fair value of securities held. The sensitivity to fair value movements through equity or profit and loss as a result of movement in value of the securities was not material as at balance date (2011: not material). (ii) Commodity Price Risk Neither the Group nor the parent entity is exposed to commodity price risk. (iii) Total Return Swaps Price Risk During the 2011 financial year, the Group entered into a series of cash settled total return swap contracts. The Group entered into these contracts for the purpose of gaining exposure to Tabcorp (pre de-merger). In June 2011, Tabcorp de-merged its casino businesses to Echo Entertainment Group. Following the de-merger, the cash settled total return swap contracts were replaced by separate Tabcorp swaps and Echo swaps. During 2012, the Echo swaps were settled and the Group acquired equity derivatives to be settled in Echo shares and subsequently converted those equity derivatives into physical shares in Echo. A portion of the Tabcorp swaps were cash settled during the period. The remaining Tabcorp swaps were marked-to-market at balance date as these swaps did not qualify for hedge accounting. As such, all unrealised gains and losses related to those swaps were recorded directly to the Income Statement and are classified as other income/(expense). The remaining Tabcorp swaps were cash settled subsequent to balance date. Total return swap derivative asset Total return swap derivative liability Net fair value Group sensitivity 2012 $’000 – (11,036) (11,036) 2011 $’000 7,775 – 7,775 The sensitivity to movement in fair value of the total return swaps on the after-tax profit and loss of the Group as a result of a 10% movement in Tabcorp’s share price would be $3.2 million. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 129 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 35. Financial Risk Management Objectives and Policies continued (c) Credit Risk Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables and derivative instruments. The Group’s exposure to credit risk arises from the potential default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. Exposure at balance date is outlined under each applicable note. The Group does not hold any credit derivatives or collateral to offset its credit exposure. All investment and financial instruments activity is with approved counterparties with investment grade ratings and is in accordance with approved policies. There are no significant concentrations of credit risk within the Group and the aggregate value of transactions is spread amongst a number of financial institutions to minimise the risk of default of counterparties. Credit risk in trade receivables is managed in the following ways: (i) The provision of credit is covered by a risk assessment process for all customers. (ii) Concentrations of credit risk are minimised by undertaking transactions with a large number of customers. (iii) The provision of cheque-cashing facilities for gaming patrons is subject to detailed policies and procedures designed to minimise any potential loss, including the taking up of bank opinions and the use of a central credit agency which collates information from major casinos around the world. 130 35. Financial Risk Management Objectives and Policies continued (d) Liquidity Risk It is the Group’s objective to maintain a balance between continuity of funding and flexibility through the use of cash reserves, committed bank lines and capital markets debt in order to meet its financial commitments in a timely manner. At balance date 1.7% or $29 million of the Group’s debt will mature in less than 12 months (2011: 1.8%). As at balance date the Group had $506 million in undrawn committed bank lines. N o t e s t o t h e F n a n c a i i Maturity analysis of financial assets and liabilities The table below analyses the Group’s contractual undiscounted cash flows of financial assets and financial liabilities, net and gross settled derivative financial instruments into relevant maturity groupings based on the remaining period at balance date to the contractual maturity date. l S t a t e m e n t s 1 year or less 1 to 5 years more than 5 years Total 2012 $’000 2011 $’000 2012 $’000 2011 $’000 2012 $’000 2011 $’000 2012 $’000 2011 $’000 Financial assets Cash and cash equivalents 149,353 183,699 Receivables – trade 201,525 123,330 Receivables – associates Total return swap contracts 209 – 426 7,775 Forward exchange contracts receivable Cross currency interest rate swaps receivable 14,789 17,453 – 10,154 92,713 – – – 11,078 71,575 – 91,754 – – – – – – – 149,353 183,699 211,679 134,408 48,824 92,922 120,825 – – – 7,775 14,789 109,207 Total financial assets 371,934 338,470 127,100 197,555 115,109 164,564 614,143 700,589 6,058 5,787 24,233 23,148 115,109 115,740 145,400 144,675 Financial liabilities Trade and other payables 325,731 237,889 138 Capital markets Bank loans – – 14,658 29,077 19,752 1,295,509 688,401 Total return swap contracts 11,036 – Forward exchange contracts payable 14,881 Interest rate swaps payable 10,809 20,128 5,882 – – 1,630 – 59,875 5,883 – – – – 325,869 237,889 355,422 361,306 370,080 361,306 – – – – – 1,324,586 708,153 – – – 11,036 – 14,881 12,439 80,003 11,765 Cross currency interest rate swaps payable 12,312 12,312 49,248 49,248 233,928 246,240 295,488 307,800 Total financial liabilities 403,846 295,963 1,361,183 803,407 589,350 607,546 2,354,379 1,706,916 Net maturity (31,912) 42,507 (1,234,083) (605,852) (474,241) (442,982) (1,740,236) (1,006,327) (e) Fair Value of Financial Instruments The fair value of the Group’s financial assets and financial liabilities approximates the carrying value as at balance date. The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise: Level One – the fair value is calculated using quoted prices in active markets; Level Two – the fair value is estimated using inputs other than quoted prices included in Level One that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and Level Three – the fair value is estimated using inputs for the asset or liability that are not based on observable market data. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 131 FIN AN CI AL REPORT 2012 CO NTINUED Notes to the Financial Statements continued For the Year ended 30 June 2012 35. Financial Risk Management Objectives and Policies continued (e) Fair Value of Financial Instruments continued The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below. Receivable on forward exchange contracts – 337 N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Year ended 30 June 2012 Financial Assets Derivative Instruments Investments Shares – listed (Australia) Shares – unlisted (Australia) Shares – unlisted (North America) Financial Liabilities Derivative Instruments Payables on interest rate swaps Payables on cross currency swaps Payables on total return swaps Year ended 30 June 2011 Financial Assets Derivative Instruments Receivable on total return swaps Receivable on forward exchange contracts Investments Shares – unlisted (Australia) Shares – unlisted (North America) Financial Liabilities Derivative Instruments Payables on interest rate swaps Payables on cross currency swaps Payables on forward exchange contracts Valuation Technique Quoted market price Observable inputs Non market observable Level One $’000 Level Two $’000 Level Three $’000 Total $’000 353,362 – – – – – – – 37,305 63,671 337 353,362 37,305 63,671 353,362 337 100,976 454,675 – – – – – – – – – – – – – 11,331 8,515 11,036 30,882 7,775 24,051 – – 31,826 10,970 63,255 2,276 76,501 – – – – – – 37,633 61,025 98,658 – – – – 11,331 8,515 11,036 30,882 7,775 24,051 37,633 61,025 130,484 10,970 63,255 2,276 76,501 There have been no transfers during the financial year ended 30 June 2012. 132 35. Financial Risk Management Objectives and Policies continued (e) Fair Value of Financial Instruments continued N o t e s t o t h e F n a n c a i i l S t a t e m e n t s Reconciliation of Level Three fair value movements: Opening balance Other Comprehensive Income Closing Balance 2012 $’000 2011 $’000 98,658 106,634 2,318 100,976 (7,976) 98,658 Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 133 S h a r e h o d e r l I n f o r m a t i o n FIN AN CI AL REPORT 2012 CO NTINUED Shareholder Information Substantial shareholders as at 14 September 2012: The following information is extracted from substantial shareholder notices received by Crown. Shareholder Consolidated Press Holdings Limited Perpetual Limited Number of ordinary Shares % of Issued Capital 350,311,967 48.09% 62,245,378 8.55% Holders of each class of securities Crown only has ordinary shares on issue. The total number of ordinary shares on issue is 728,394,185 held by 48,349 shareholders. Voting rights of ordinary shares Crown’s Constitution sets out the information in relation to the voting rights attached to shares. In summary, at a general meeting on a show of hands, every member present has one vote; and on a poll, every member present has: (a) one vote for each fully paid share held by the member and in respect of which the member is entitled to vote; and (b) a fraction of a vote for each partly paid share held by the member and in respect of which the member is entitled to vote, equivalent to the proportion which the amount paid on the share bears to the total amount paid and payable on the share. Distribution of shareholders as at 14 September 2012: Size of Holdings 1 – 1,000 1,001 – 5000 5,001 – 10,000 10,001 – 100,000 100,001+ Total Holding less than a marketable parcel Number of Shareholders % of Issued Capital 31,472 14,975 1,270 550 82 48,349 2,833 1.74 4.30 1.20 1.59 91.17 100.00 134 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. The 20 largest shareholders as at 14 September 2012: Name Number of Shares % of Issued Capital BAREAGE PTY LIMITED CONSOLIDATED PRESS HOLDINGS LIMITED HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED NATIONAL NOMINEES LIMITED J.P. MORGAN NOMINEES AUSTRALIA LIMITED 158,486,104 153,863,935 85,941,969 55,196,554 54,758,113 RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED25,612,703 CITICORP NOMINEES PTY LIMITED CAVALANE HOLDINGS PTY LTD BNP PARIBAS NOMS PTY LTD J.P. MORGAN NOMINEES AUSTRALIA LIMITED SAMENIC LIMITED 12. CAIRNTON HOLDINGS LIMITED 13. CITICORP NOMINEES PTY LIMITED 14. AMP LIFE LIMITED 15. RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED 16. UBS NOMINEES PTY LTD 17. ARGO INVESTMENTS LIMITED 18. CONSOLIDATED PRESS INVESTMENTS PTY LTD 19. BNP PARIBAS NOMS PTY LTD 20. UBS WEALTH MANAGEMENT AUSTRALIA NOMINEES PTY LTD 17,255,631 15,250,723 13,827,073 12,037,019 10,188,370 8,932,000 8,712,095 3,964,242 3,799,751 3,231,027 2,084,184 2,069,387 2,019,116 1,975,879 S h a r e h o d e r l I n f o r m a t i o n 21.76 21.12 11.80 7.58 7.52 3.52 2.37 2.09 1.90 1.65 1.40 1.23 1.20 0.54 0.52 0.44 0.29 0.28 0.28 0.27 Total Others 639,205,875 89,188,310 87.76 12.24 Details of equity securities Crown has 728,394,185 shares currently on issue, all of which are quoted. Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 135 FIN AN CI AL REPORT 2012 CO NTINUED Additional Information A d d i t i o n a l I n f o r m a t i o n Shareholder enquiries Shareholders may access their details by visiting the Share Registry’s website at www.investorcentre.com. For security reasons, shareholders need to enter their Security holder Reference Number (SRN) or Holding Identification Number (HIN) and postcode to access personal information. Security holding information may be updated online. Alternatively, download the relevant forms and have the completed forms mailed to the Share Registry. Shareholders with queries about their shareholdings should contact the Share Registry, Computershare Investor Services, on telephone number 1300 659 795, or if calling from outside Australia (61 3) 9415 4000 or by fax (61 3) 9473 2500. Electronic shareholder communications Receiving shareholder communications electronically, instead of by post enables you to: (cid:129) Receive important shareholder and company information faster (cid:129) Reduce your impact on the environment (cid:129) Securely store important shareholder documents online, reducing clutter in your home or office (cid:129) Access all documents conveniently 24/7 Shareholders who wish to receive email alerts informing them of Annual Report, Notice of Meeting, Issuer Holding Statements, Payment Advices and other company related information on Crown’s website, www.crownlimited.com may either contact the Share Registry or lodge such instructions online at the Share Registry’s website at www.investorcentre.com. Change of address Issuer sponsored shareholders should notify the Share Registry immediately in writing or by telephone upon any change in their address quoting their SRN. Changes in addresses for broker sponsored holders should be directed to the sponsoring brokers with the appropriate HIN. Direct payment to shareholders’ accounts Dividends may be paid directly to any bank, building society or credit union account in Australia. Payments are electronically credited on the dividend date with advisory confirmation containing payment details mailed to shareholders. Shareholders who wish to have their dividends paid directly to their account may advise the Share Registry in writing or may update their payment instructions online on www.investorcentre.com prior to the dividend record date. Tax File Numbers Crown is obliged to deduct tax at the top marginal rate plus Medicare levy from unfranked or partially franked dividends paid to Australian resident shareholders who have not supplied their Tax File Number (TFN) or exemption details. If you wish to provide your TFN or exemption details, please contact the Share Registry. Consolidation of multiple holdings If you have multiple holdings which you wish to consolidate, please advise the Share Registry in writing. If your holdings are broker sponsored, please contact the sponsoring broker directly. Crown website Crown has a dedicated corporate website, www.crownlimited.com which includes Crown’s Annual Report, disclosures made to the ASX and Notices of Meeting and other Explanatory Memoranda. Investment Warning All information provided in the Annual Report is provided as of the date stated or otherwise as at the date of the Report. The Annual Report has not taken into account any particular investor’s investment objectives or other circumstances. Investors are encouraged to make an independent assessment of Crown or seek independent professional advice. 136 C o r p o r a t e I n f o r m a t i o n Corporate Information Directors (cid:129) James D Packer Executive Chairman (cid:129) John H Alexander BA Executive Deputy Chairman (cid:129) Rowen B Craigie BEc (Hons) Chief Executive Officer and Managing Director (cid:129) Benjamin Brazil BCom, LLB (cid:129) The Honourable Helen A Coonan BA, LLB (cid:129) Christopher D Corrigan (cid:129) Rowena Danziger BA, TC, MACE (cid:129) Geoffrey J Dixon (cid:129) John S Horvath AO, MB, BS (Syd), FRACP (cid:129) Ashok Jacob BSc, MBA (cid:129) Michael R Johnston BEc, CA (cid:129) Harold C Mitchell AC Company Secretaries (cid:129) Michael J Neilson BA, LLB (cid:129) Mary Manos BCom, LLB (Hons), GAICD Crown’s registered office and principal corporate office Level 3 Crown Towers 8 Whiteman Street Southbank VIC 3006 Australia Phone: (61 3) 9292 8824 Share Registry Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Phone: 1300 659 795 (within Australia) (61 3) 9415 4000 (outside Australia) (61 3) 9473 2500 Fax: Website: www.computershare.com.au Stock Exchange Listing Crown’s ordinary shares are listed on the Australian Stock Exchange under the code “CWN”. Crown’s Subordinated Notes are listed on the Australian Stock Exchange under the code “CWNHA”. The home exchange is Melbourne. Website Visit our website www.crownlimited.com for media releases and financial information Auditor Ernst & Young Banker Australia and New Zealand Banking Group Limited Crown Limited Annual Report 2012 | Australia’s Leading Integrated Resort Company 137 crownlimited.com