ANNUAL REPORT
/ / 2015
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dorsaVi has a powerful technology
for use in occupational health
and safety, clinical and elite
sport applications that measures
human movement like never
before. Our products produce
objective, easy to interpret
data that can be turned into
measurable results for patients,
athletes and workers.
dorsaVi Ltd // ACN 129 742 409
CONTENTS
3
4
7
8
Chairman’s Review
CEO’s Report
Financial Report
Corporate Governance Statement
17 Directors’ Report
37 Auditor’s Independence Declaration
38
Financial Statements
43 Notes
68 Directors’ Declaration
69
Independent Auditor’s Report
71 Shareholder Information
2
dorsaVi ANNUAL REPORT // 2015 CHAIRMAN’S
REVIEW
ViMove. ViPerform has served an
important role in raising awareness
and validating our technology,
as well as informing our product
development pipeline which
has resulted in new applications
such as running and knee
control assessments.
The regulatory, economic and
clinical environment continues to
strengthen globally for our products.
The cost of workplace accidents and
injuries has become a global issue
for employers and insurers and there
is growing demand for informed and
measurable solutions that will not
only have a substantial and positive
economic impact, but will ultimately
improve workplace safety.
We are pleased to have received
further clearance from the US FDA
to expand the use of our ViMove
product in the United States, which
enables us to market ViMove in a
broader way to clinicians, providing
the ability to compare low back
movement with the normal population.
In regards to reimbursement, we
have a clear strategic plan that
targets existing reimbursement
codes as well as developing
a pathway to our own codes.
The validation of our products
continues to expand. We now
name some of the world’s leading
elite sports teams, multinational
businesses, and most successful
brands, who have undertaken
their own due diligence in considering
our products and pleasingly our
retention and conversion of these
organisations to larger projects and/
or an annuity-based relationship
is proving very successful.
to foster this culture within dorsaVi
in parallel with having a solid
commercial plan that can drive the
acceleration and acceptance of our
products globally. Our R&D efforts
are important to ensure we remain
leaders in our field and capitalise
on the opportunities in front of us.
We are in a fortunate position that
R&D is undertaken in-market as our
customers seek further applications
of our products.
I am particularly proud of the
Company’s achievements this year
as we continue to develop as a global
company in the medical grade,
wearable technology space. We are
evolving our innovative technology,
listening to our customers, and
adapting through market insights.
The future holds many possibilities
for dorsaVi and we will continue to
remain focused on commercialising
our technology globally.
The year presented the usual
challenges to introducing new
and innovative products into new
markets which have regulatory
and reimbursement thresholds.
These challenges have been
embraced and progressed by
our dedicated staff and progress
has been substantial but slower
than anticipated.
On behalf of the board, I would like
to thank CEO Andrew Ronchi, the
senior leadership team, and the entire
staff. Finally, to our shareholders,
we thank you for choosing to be
part of dorsaVi’s future.
Yours sincerely,
We are an organisation where
innovation is in our DNA and it
is important for us to continue
Herb Elliott
Chairman
3
Dear Shareholders,
On behalf of the Board and
Management of dorsaVi, I’m
pleased to present the Annual
Report for the Financial Year
2014/2015. This is our second
year as a publicly listed company
and we have seen promising
growth across our products
and key markets.
dorsaVi’s focus has been on the
commercialisation and sales of
our world-first technology. Today,
dorsaVi has hundreds of active
customers and products in the
market globally. The number of
active customers has increased
substantially over the last half of
the year, which is reflected in our
revenue. Our global footprint has
expanded with sales teams on the
ground in the United Kingdom,
United States and Australia and
customers in each of these regions.
This pipeline is expected to continue
to drive accelerated sales in the
coming year with the company
focused on the priority OHS market
through dorsaVi Workplace
Solutions and clinical product
dorsaVi ANNUAL REPORT // 2015 CEO
OPERATIONAL
REPORT
dorsaVi has a dedicated team of sales, marketing and technology experts
across Australia, United States and United Kingdom. We are expanding
our global footprint with devices across these three key market.
The company has made
substantial progress as
we broaden the footprint
of dorsaVi with our products
approved for use in Australia,
the United Kingdom and
Europe, and the United States,
and I’m pleased to share some
of the highlights with you.
ViSafe™ is a wireless sensor technology that tracks and measures
how people move in real-time work situations, so companies
can assess high risk movements with objective data, not just
opinion, and then design fact-based solutions to create a
safer work environment.
Dr Andrew Ronchi
Chief Executive Officer
ViMove™ is a wireless sensor technology that objectively
measures human movement and turns it into actionable
data. Wearable motion and muscle activity sensors record
data at 200 frames per second and provide new insights
for clinicians and their patients.
4
ViPerform™ provides objective data to accurately assess
and prevent risk of injury, guide training programs, and
help determine when players are safe to return to play.
SOME OF OUR KEY ACHIEVEMENTS OVER THE PAST YEAR INCLUDE:
§ dorsaVi was granted 510K
clearance from the Food and
Drug Administration (FDA) for
the expanded use of ViMove
in the United States, enabling
the Company to increase its
marketing efforts to physical
therapists and healthcare
professionals in the US;
§ The Company made further
positive progress towards
securing reimbursement for its
ViMove devices in the US, with
independent analysis determining
that existing CPT codes can be
used with dorsaVi’s wearable
technology;
§ New data from a randomised
controlled clinical trial released
by peer reviewed journal, BMC
Musculoskeletal Disorders,
demonstrated that patients
monitored and treated using
ViMove had a significant and
sustained improvement in pain
and functional ability over
a 12 month period;
§ The signing of our first OHS
customers outside of Australia
– Transport for London (London
Underground) in the UK and
Caterpillar in the US with both
these geographies signing further
customers since improving the
market need and scalability
of the OHS model;
§ In the UK, YourPhysioPlan (YPP),
a national network of more than
100 private member clinics
was signed with the intention
of establishing ViMove as the
standard of care across its clinics.
ViMove is currently available in
five of the clinics, with plans to
expand the program.
DORSAVI WORKPLACE SOLUTIONS
dorsaVi Workplace Solutions is
the occupational health and safety
division, which incorporates the
ViSafe product and a compliance arm.
ViSafe enables employers to assess
risk of injury to its workforce as well
as test the effectiveness of proposed
changes to workplace design,
equipment or methods based on
objective evidence. It is one of the
only technologies in the world that
can accurately measure movement
and provide truly objective data to
inform workplace decisions.
With the ageing population and
increasing compensation claims
for serious work-related injuries
or illnesses, companies are looking
for evidence based solutions.
Recent figures have revealed that
132,570 workers compensation
claims for serious injury were
made in Australia in 2014.
With increasing pressures on
workplaces and insurers to reduce
the spiraling costs of workplace
injury, dorsaVi Workplace Solutions
is ideally placed with recent projects
resulting in >80% reduction in
injuries as well as showing an
increase in productivity.
dorsaVi Workplace Solutions is
currently the strongest performing
division, with customers in each
of our three priority geographies
– UK, US and Australia. These
companies represent both repeat
and new businesses in industries
as diverse as gaming, transport,
construction, aged care, logistics
and distribution.
These customers are making
decisions based on evidence
and facts, rather than opinion.
The UK has seen a rapid uptake
of projects since launching in March
and signing the first major OHS
contract, Transport for London,
which operates the London
Underground. New contracts have
also been signed with construction
company Vinci, Skanska and Napp
Pharmaceutical Group to address
lower back injury and risk and
to also improve productivity.
In the US market, dorsaVi
signed construction and mining
equipment manufacturer, Caterpillar
Inc. Caterpillar’s seal metal casting
facility in Toccoa, Georgia, are using
dorsaVi’s OHS wearable sensor
technology, ViSafe, to evaluate and
define the best practice for workers
using heavy material handling
equipment. The first emergency
service group Anaheim Police
Department, (Los Angeles) was also
signed to decide on whether to adopt
vests or belts for officer equipment.
In the Australian market, the
company has strengthened its
relationship with the signing
§ Sporting clubs continue to adopt
ViPeform technology with new
signups across codes globally
including recent NBA Champions,
the Golden State Warriors and
Super Bowl Champions (NFL),
the New England Patriots;
§ There are currently nearly 170
active customers globally with
new or repeat customers.
Post reporting period
§ dorsaVi signed follow-on annuity
based contracts with Crown
Resorts and Sodexo.
§ The company has raised $4 million
in a private placement with an
additional $3 million underwritten
in a 1 for 10 Rights Issue.
§ The company has entered into
a three year exclusive agreement
with YPP.
of a number of repeat and new
customers including BP Australia,
Allianz, Toll, Crown Casino, Monash
Health, Coles and Sodexo.
Other new contracts include:
Visy, Peninsula Health, Sano Health,
Bonacci, Sydney Opera House,
Kennard’s Hire, Silverchain, and
Martin Brower.
The business model for OHS has
been validated with initial smaller
projects providing the business case
and evidence to inform a larger
solution-based projects like Crown
Resorts and Sodexo contracts.
dorsaVi continues to grow its
customer base through direct
customer interaction. In addition,
the company is working closely with
insurers and rehabilitation providers.
dorsaVi’s ability to assist large,
manual handling workforces to
reduce and prevent workplace
injury through proactive workplace
solutions is highly attractive to
senior management focussing on
decreasing the costs of workplace
injury, decreasing premiums and
improving productivity. Equally,
the ability for dorsaVi’s products
to assist in returning injured
workers to the workforce is clearly
a benefit for both insurers and the
rehabilitation providers they partner
with, as well as the employee.
5
dorsaVi ANNUAL REPORT // 2015 CEO OPERATIONAL REPORT continued
CLINICAL SOLUTIONS
ViMove continues to represent the
largest long-term opportunity for
dorsaVi. There are a number of
drivers to our success with ViMove:
1. Regulatory: ViMove is cleared for
sale in Australia, Europe and the
United States. The FDA cleared
ViMove for the expanded use of
ViMove, which allows the device
to display lower back and pelvic
range of motion from healthy
patients. Clinicians and patients
will now be able to compare how
their movements are tracking
against a “normal” population
based on their age group and
help guide therapy decisions and
rehabilitation accordingly.
2. Reimbursement: dorsaVi has
a program to achieve its own
reimbursement code in the
United States. As a precursor
to this, the company’s
reimbursement consultants have
identified existing codes, which
are being used by clinicians.
3. Large clinical networks: dorsaVi
signed its first major clinical
network – YourPhysioPlan in the
UK. The pilot program involves
an initial five flagship clinics with
the intention of introducing
ViMove into more than 100
clinics nationally. YouPhysioPlan
is in a growth phase with plans
to establish more than 300
clinics. This model is one that is
being pursued in other markets.
4. Standard of care: The demand
for objective validation of clinical
opinion is growing, particularly
with the new generation of
clinicians. dorsaVi is working
with a number of Australian
universities who are now
combining ViMove as part
of their training and university
studies. Familiarity and
experience using ViMove is
expected to inform its use as
the standard of care for the
future generation of clinicians.
5. Clinical validation: The results
of a clinical trial using dorsaVi’s
ViMove technology was
published in the independent
peer reviewed journal
BMCMusculoskeletal and
reported improvement rates at
12 months were above the clinical
threshold of more than 30% with
the sensors showing a 35%-47%
improvement rate across all
primary outcome measures.
This was an important milestone
for dorsaVi with the results being
widely shared with clinicians,
insurers and large employer’s
who, as part of their consideration
of products, value high quality,
independent clinical validation.
SPORTING SOLUTIONS
Some of the world’s biggest and most influential sporting teams
are using ViPerform from Manchester United (EPL) to Patriots (NFL),
Golden State Warriors (NBA) to Collingwood Football Club (AFL).
We are continuing to expand our
portfolio of professional sports clubs
using ViPerform to inform injury
recovery programs and develop
changes to training regimes to avoid
fatigue and assess injury. Sporting
clubs are recognising the importance
of incorporating advanced
technology to measure and monitor
player movement and assessing risk
of injury is increasingly seen as key
considerations by professional
teams to optimise athletic
performance. ViPerform
is now being used across multiple
codes overseas including NBA, NRL,
NFL and EPL.
ViPerform and the use of our
technology with elite sporting clubs
has been an important part of our
strategy in terms of raising awareness
and public relations, as well as
informing research and development.
In conclusion, the year ahead is
focussed clearly on executing on our
sales and marketing program and
to support rapid product adoption
across all our products and markets.
We remain confident that our
revenue will continue to show strong
growth quarter on quarter as we
expand our customer base and
convert higher value contracts.
6
FINANCIAL
REPORT
FOR THE YEAR ENDED 30 JUNE 2015
8
Corporate Governance Statement
17
Directors’ Report
37
Auditor’s Independence Declaration
38 Consolidated Statement of Comprehensive Income
39 Consolidated Statement of Financial Position
40 Consolidated Statement of Changes in Equity
41
Consolidated Statement of Cash Flows
43 Notes to the Financial Statements
68 Directors’ Declaration
69
Independent Auditor’s Report
71
Shareholder Information
7
dorsaVi ANNUAL REPORT // 2015FINANCIAL REPORTdorsaVi Ltd and Controlled Entities ABN: 15 129 742 409 CORPORATE GOVERNANCE STATEMENT
The Board of directors of the Company is responsible for the governance of the Company and its controlled
entities (“the Group”). Good corporate governance is a fundamental part of the culture and business practices
of the Company. The key aspects of the Company’s corporate governance framework and governance practices
which have been in place over the 2015 financial year are outlined below.
The Board of directors confirms that the Company’s corporate governance framework complies in almost all
respects with the ASX’s Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations
(3rd Edition)’ (‘3rd Edition Recommendations’) and that where it does not comply, it is due to the current relative
size of the Company and scale and nature of its operations. The ASX Corporate Governance Council has
recognised that the range in size and diversity of companies listed on the ASX is significant and that smaller
companies (such as dorsaVi) may face particular issues in attaining all its recommendations in their early stages
of development and growth.
Copies of the Company’s charters, codes and policies may be downloaded from the corporate governance
section of the Company’s website at www.dorsavi.com
The Company provides below a review of its corporate governance framework using the same numbering
as adopted for the principles set out in the 3rd Edition Recommendations.
PRINCIPLE 1: LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
Recommendation 1.1:
Establish and disclose the respective roles and responsibilities of its board and management and how
their performance is monitored and evaluated
The Board’s responsibilities are defined in the Board Charter and there is a clear delineation between the
functions reserved to the Board and those conferred upon the Chief Executive Officer and certain other officers
of the Company for the day-to-day management of operations.
The responsibilities of the Board include:
§§ overseeing the company, including its control and accountability systems;
§§ appointing and removing the Chief Executive Officer;
§§ monitoring the performance of the Chief Executive Officer;
§§ where appropriate, ratifying senior executive appointments, organisational changes and senior management
remuneration policies and practices;
§§ approving succession plans for management;
§§ monitoring senior executives’ performance and implementation of strategy, and ensuring appropriate resources
are available;
§§ providing input into and approving management’s corporate strategy and performance objectives;
§§ determining and financing dividend payments;
§§ approving and monitoring the progress of major capital expenditure, capital management, acquisitions
and divestitures;
§§ approving and monitoring financial and other reporting;
§§ reviewing and ratifying systems of risk management, internal compliance and control.
8
CORPORATE GOVERNANCE STATEMENT The functions reserved for the Board include:
§§ appointment of a Chair;
§§ appointment and removal of the Chief Executive Officer;
§§ appointment of directors to fill a vacancy or as additional directors;
§§ establishment of Board committees, their membership and delegated authorities;
§§ approval of dividends;
§§ review of corporate codes of conduct;
§§ approval of budgets, major capital expenditure, acquisitions and divestitures in excess of authority levels
delegated to management;
§§ calling of meetings of shareholders.
Responsibility for day-to-day management and administration of the Company is delegated by the board to the
Chief Executive Officer and the executive team. The Chief Executive Officer manages the Company in accordance
with the strategy, plans and policies approved by the board.
The responsibilities of the Chief Executive Officer include:
§§ developing and recommending to the board strategies, business plans and annual budgets of the Company;
§§ implementing the strategies, business plans and budgets adopted by the board;
§§ providing effective leadership, direction and supervision of the executive team to achieve the strategies,
business plans and budgets adopted by the board;
§§ ensuring compliance with applicable laws and regulations;
§§ ensuring the board is given sufficient information to enable it to perform its functions, set strategies and
monitor performance; and
§§ acting within authority delegated by the board.
A copy of the Company’s Board Charter is available on the Company’s website at www.dorsavi.com
Recommendation 1.2:
A listed entity should
(a) undertake appropriate checks before appointing a person, or putting forward to security holders
a candidate for election, as a director; and
(b) provide security holders with all material information in its possession relevant to a decision on whether
or not to elect or re-elect a director
The Company will undertake appropriate checks before appointing a person, or putting forward to security
holders a candidate for election, as a director.
The Company will provide security holders with all material information in its possession relevant to a decision
on whether or not to elect or re-elect a director.
Recommendation 1.3:
A listed entity should have a written agreement with each director and senior executive setting out the terms
of their appointment.
The Company has formal letters of appointment for each of its directors and senior executives, setting out the
key terms and conditions of the appointment.
Recommendation 1.4:
The Company Secretary should be accountable directly to the board, through the chair, on all matters to do
with the proper functioning of the board
The Company Secretary is accountable to the Board, through the Chairman, on all matters relating to governance
and the effective operation of the Board.
9
dorsaVi ANNUAL REPORT // 2015CORPORATE GOVERNANCE STATEMENT Recommendation 1.5:
The Company should:
(a) have a diversity policy which includes requirements for the board or a relevant committee of the board
to set measurable objectives for achieving gender diversity and to assess annually both the objectives
and the Company’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity
set by the board in accordance with the Company’s diversity policy and its progress towards achieving
them, and either:
1)
the respective proportions of men and women on the board, in senior executive positions and across
the whole organisation (including how the entity has defined “senior executive” for these purposes); or
2) as a “relevant employer” under the Workplace Gender Equality Act, the Company’s most recent
“Gender Equality Indicators”, as defined in and published under that Act.
The Company has adopted a Diversity Policy. The Diversity Policy confirms that the Board, after taking into
account the Company’s size, stage of development, the business operating environment and the industry in which
it operates, has:
§§ established appropriate and measurable objectives for achieving gender diversity; and
§§ annually review, develop and assess both the measurable objectives for achieving gender diversity and the
Group’s progress in achieving them.
The basic measurable objectives for achieving gender diversity, which have been set by the Board in accordance
with the Company Diversity Policy, are set out below:
§§ the Company will seek to have at least one female potential candidate for each vacant position; and
§§ as part of any future Board member selection process, the professional consultant or Board committee assisting
the Board, will seek to provide at least one credible and suitably experienced female candidate.
There were no women on the Board during the 2015 financial year.
The proportion of women in the senior executive team of the Company as at 30 June 2015 was 27%.
The Company is not a “relevant employer” under the Workplace Gender Equality Act.
A copy of the Diversity Policy is available on the Company’s website at www.dorsavi.com.
Recommendation 1.6:
Disclose in the Corporate Governance section of its annual report or on its website:
(a) its process for periodically evaluating the performance the board, its committees and individual
directors; and
(b) in relation to each reporting period, whether a performance evaluation was undertaken in the reporting
period in accordance with that process.
A process has been established to review the Board’s performance, conduct at meetings and the quality of board
papers at each meeting of the Board.
The Board during the 2015 financial year performed an assessment of its skills, experience and composition and
considered is current composition to be appropriate given the strategic direction of the Company and its stage
of development.
There was no formal performance review conducted of the Board, its committees and individual directors in the
2015 financial year as the Company only listed on the ASX in December 2013 and the Board only came together
in its current form in late October 2013.
Recommendation 1.7:
Disclose in the Corporate Governance section of its annual report or on its website:
(a) its process for periodically evaluating the performance of its senior executives; and
(b) in relation to each reporting period, whether a performance evaluation was undertaken in the reporting
period in accordance with that process.
In accordance with the Board Charter, the directors’ responsibilities include monitoring the performance of
senior executives (including the CEO) and ensuring succession plans are in place. The Board has established
a Nomination and Remuneration Committee which is responsible for reviewing executive remuneration and
10
CORPORATE GOVERNANCE STATEMENT incentive policies and practices, and ensuring that the policies and practices are performance based and aligned
with the Company’s vision, values and overall business objectives.
The Board and Nomination and Remuneration Committee ensure that an evaluation of the senior management
team is undertaken at least annually.
The Nomination and Remuneration Committee annually reviews the performance of the CEO and recommends
to the Board the key performance targets of the CEO.
In addition, the Board has established a process whereby it reviews senior executive performance at each meeting
of the Board.
All senior executives of the company were subject to an annual performance review in the 2015 financial year.
Their key performance targets are aligned to the performance targets set by the Board and are aligned to the
overall business goals and the Company’s requirements. In the case of the CEO, these targets are negotiated
between the Nomination and Remuneration Committee and the CEO and signed off by the Board. Remuneration
incentives are dependent on the outcome of these evaluations.
Further information regarding executive compensation can be found in the Remuneration Report in this
Annual Report.
A copy of the Nomination and Remuneration Committee Charter is available on the Company’s website at
www.dorsavi.com
The Company did not comply with all aspects of Recommendations 1.5 and 1.6 but it did comply with
Recommendations 1.1, 1.2, 1.3, 1.4 and 1.7 for the 30 June 2015 financial year.
PRINCIPLE 2: STRUCTURE THE BOARD TO ADD VALUE
Recommendation 2.1:
The Board should establish a nomination committee which:
(a) has at least three members, a majority of whom are independent directors; and
(b) is chaired by an independent director,
and should disclose the charter of the committee on its website.
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) the members of the nomination committee; and
(b) as at the end of each reporting period, the number of times the committee met throughout the period
and the individual attendances of the members at those meetings.
The Board has established a Nomination and Remuneration Committee., which consists of three non-executive
directors: Mr Herb Elliott, Dr Michael Panaccio and Mr Greg Tweedly. Mr Elliott is Chairman of the Committee
and is an independent director. The Nomination and Remuneration Committee is comprised of a majority of
independent directors.
The Nomination and Remuneration Committee’s authority, responsibilities, composition and membership
requirements are documented in the Nomination and Remuneration Committee charter approved by Board,
which is available on the Company’s website at www.dorsavi.com
Details of the relevant qualifications and experience of the members of the committee and their attendance
at meetings during the reporting period are disclosed in the Annual Report.
Recommendation 2.2:
The Company should disclose in the Corporate Governance section of its annual report or on its website
a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking
to achieve in its membership.
The Board during the 2015 financial year performed an assessment of its skills, experience and composition and
considered its current composition to be appropriate given the strategic direction of the Company and its stage
of development.
The Board approved during the year a Board Skills Matrix which reflects the company’s key strategic goals
and the mix of skills, experience and expertise that the Board currently has and is looking to achieve in its
membership. The Board Skills Matrix reflects that the Board has and is looking to achieve a mix of skills,
experience and expertise in a range of areas including: strategic planning, marketing and sales, medical
technology, government regulation & policy, occupational health and safety, physiotherapy, reimbursement,
health insurance and international business management.
11
dorsaVi ANNUAL REPORT // 2015CORPORATE GOVERNANCE STATEMENT Recommendation 2.3:
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) the names of the directors considered by the board to be independent directors;
(b) if a director has an interest, position, association or relationship of the type listed below but the board is
of the opinion that it does not compromise the independence of the director, the nature of the interest,
position, association or relationship in question and an explanation of why the board is of that opinion; and
(c) the length of service of each director.
The Company has assessed the independence of its directors against the requirements for independence which
are set out in Principle 2 of the ASX Corporate Governance Principles and Recommendations.
A director is independent if he or she is a non-executive director, not a member of management and free of any
business or other relationship that could materially interfere with (or be perceived to materially interfere with) the
independence of his or her judgement. Mr Herb Elliott, Mr Ash Attia and Mr Greg Tweedly are independent directors
of the Company. Accordingly, the majority of the Company’s Board is comprised of independent directors.
Dr Andrew Ronchi and Dr Michael Panaccio are not independent directors. Dr Ronchi is the CEO and Dr Michael
Panaccio is a director and founder of Starfish Ventures Pty Ltd, which is the manager of Starfish Technology Fund,
which is a substantial shareholder in the Company.
The current composition of the Board of directors and length of tenure of each member is as follows:
Name
Position
Date appointed
Independent
Herbert Elliott
Chairman (non-executive)
Ashraf Attia
Director (non-executive)
Michael Panaccio
Director (non-executive)
Gregory Tweedly
Director (non-executive)
Andrew Ronchi
Executive Director
Oct 2013
July 2008
May 2008
Oct 2013
Feb 2008
YES
YES
NO
YES
NO
The Board, having regard to the Company’s stage of development and the collective expertise of the directors,
considers the current composition of the Board is appropriate.
Recommendation 2.4:
A majority of the board should be independent directors.
A majority of the Board were independent directors during the 2015 financial year.
Recommendation 2.5:
The chair should be an independent director and, in particular, should not be the same person as the CEO.
Mr Herb Elliott is an independent director.
Dr Andrew Ronchi is the CEO.
The roles of Chairman and CEO are exercised by two separate individuals and the Company’s Chairman is an
independent director.
Recommendation 2.6:
The Company should have a program for inducting new directors and provide appropriate professional
development opportunities for directors to develop and maintain the skills and knowledge needed to perform
their role as directors effectively.
The Company has an induction program for new directors which provides a summary of the company and its
products and activities to assist each new director to become effective in their role. The program includes
one-on-one meetings with the CEO and senior members of management. In addition the Board receives ongoing
briefings and development sessions from senior management to continuously build non-executive directors’
knowledge and to ensure that the Board remains up to date with key internal and external developments.
The Company did not comply with all aspects of Recommendation 2.2 but did comply with Recommendations 2.1,
2.3, 2.4, 2.5 and 2.6 for the 2015 financial year.
12
CORPORATE GOVERNANCE STATEMENT PRINCIPLE 3: ACT ETHICALLY AND RESPONSIBLY
Recommendation 3.1:
The Company should disclose in the Corporate Governance section of its annual report or on its website
its codes of conduct for its directors, senior executives and employees.
The Company has adopted a Code of Conduct which applies to all directors and employees of the Company,
as well as a Share Trading Policy.
Copies of the Code of Conduct and the Share Trading Policy are available on the Company’s website at
www.dorsavi.com
The Company complied with Recommendation 3.1 during the 2015 financial year.
PRINCIPLE 4: SAFEGUARD INTEGRITY IN CORPORATE REPORTING
Recommendation 4.1:
The board should establish an audit committee which:
(a) has at least three members, all of whom are non-executive independent directors; and
(b) is chaired by an independent director who is not the chair of the board,
and should disclose the charter of the committee on its website.
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) the relevant qualifications and experience of the members of the committee; and
(b) in relation to each reporting period, the number of times the committee met throughout the period and
the individual attendances of the members at those meetings.
The Company has established an Audit and Risk Committee. The Audit and Risk Committee consists of three
non-executive directors: Mr Greg Tweedly, Mr Ash Attia and Dr Michael Panaccio. The Audit and Risk Committee
is comprised of a majority of independent directors. The Chairman of the Audit and Risk Committee, Mr Greg
Tweedly, is an independent director.
The Audit and Risk Committee’s authority, responsibilities, composition and membership requirements are
documented in the Audit and Risk Committee charter approved by Board, which is available on the Company’s
website at www.dorsavi.com.
Details of the relevant qualifications and experience of the members of the committee and their attendance at
meetings during the reporting period are disclosed in the Annual Report.
Recommendation 4.2:
The board should, before it approves the financial statements for a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the financial records of the Group have been properly maintained and
that the financial statements comply with the appropriate accounting standards and give a true and fair view
of the financial position and performance of the Group, and that the opinion has been formed on the basis of
a sound system of risk management and internal control which is operating effectively.
The Chief Executive Officer and the Chief Financial Officer have, in accordance with section 295A of the
Corporations Act, declared in writing to the Board that the financial reporting, risk management and associated
compliance and controls have been assessed and found to be operating efficiently and effectively during the year.
All risk assessments covered the whole financial year and the period up to the signing of the annual financial
report for all material operations of the Company.
The Board is responsible for the overall internal control framework, but recognises that no cost-effective internal
control system will preclude all errors and irregularities. The Company places considerable reliance on the skill,
experience and judgement of its employees to make decisions within the policy framework and to communicate
openly on all risk related matters.
13
dorsaVi ANNUAL REPORT // 2015CORPORATE GOVERNANCE STATEMENT Recommendation 4.3:
The Company should ensure that its external auditor attends its AGM and is available to answer questions
from security holders relevant to the audit.
The external auditor attends the Company’s Annual General Meeting and is available to answer shareholder
questions regarding aspects of the external and their report.
The Company complied with Recommendations 4.1 to 4.3 during the 2015 financial year.
PRINCIPLE 5: MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1:
The Company should include a copy of its continuous disclosure policy, or a summary of it, on its website.
The Company has adopted a Continuous Disclosure Policy. This Policy sets out the standards, protocols and the
detailed requirements expected of all directors, officers, senior management and employees of the Company
for complying with the Listing Rules and Corporations Act relating to continuous disclosure.
The Continuous Disclosure Policy is designed to provide equal access to information and to promote quality
communications between the Company and third parties such as shareholders, the investment community,
the media and ASX.
In addition, the Board assesses its continuous disclosure obligations at each Board meeting.
A copy of the Company’s Continuous Disclosure Policy is available on the Company’s website at www.dorsavi.com
The Company complied with Recommendation 5.1 during the 2015 financial year.
PRINCIPLE 6: RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1:
The Company should provide information about itself and its governance to investors via its website.
The Board is responsible for the governance of the Company. Key aspects of the Company’s corporate
governance framework and practices are disclosed on the Company’s website www.dorsavi.com.
Recommendation 6.2:
The Company should design and implement an investor relations program to facilitate effective two-way
communication with investors.
The Company engages an external investor relations consultant, to facilitate engagement with shareholders
and queries which arise from time to time from shareholders. The Company at the AGM responds to all enquiries
received from shareholders. The Company through its investor relations consultant, Continuous Disclosure Policy,
market updates, financial reporting and website, provides investors with the opportunity to have an
understanding of the Company’s business, governance and financial performance.
Recommendation 6.3:
The Company should disclose the policies and processes it has in place to facilitate and encourage
participation at meetings of security holders.
The Company has adopted a Shareholder Communications Policy for shareholders wishing to communicate
with the Board. All shareholders are invited to attend dorsaVi’s annual general meeting, either in person or by
representative, being the forum in which to discuss issues relevant to the Company. The Board accordingly
encourages full participation by shareholders. Shareholders will have an opportunity to submit questions to
the Board and auditors at the November 2015 meeting of shareholders.
A copy of the Company’s Shareholder Communications Policy is available on the Company’s website at
www.dorsavi.com
14
CORPORATE GOVERNANCE STATEMENT Recommendation 6.4:
The Company should give shareholders the option to receive communications from, and send communications
to, the entity and its security registry electronically.
Shareholders are able to contact the Company or its share registrar, Computershare, by mail, telephone, email or
online via the Computershare Investor Centre portal. Shareholders may choose to receive communication from,
and send communications to, the Company and Computershare electronically.
The Company complied with Recommendations 6.1 to 6.4 for the 30 June 2015 financial year.
PRINCIPLE 7: RECOGNISE AND MANAGE RISK
Recommendation 7.1:
The Company should have a risk committee which:
(a) has at least three members, a majority of whom are independent directors; and
(b) is chaired by an independent director,
and should disclose the charter of the committee on its website.
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) the members of the committee;
(b) in relation to each reporting period, the number of times the committee met throughout the period and
the individual attendances of the members at those meetings.
dorsaVi has established an Audit and Risk Committee. The Committee has three members, the majority of
whom are independent directors. The Chairman of the Committee, Mr Greg Tweedly is an independent director.
The Audit and Risk Committee’s authority, responsibilities, composition and membership requirements are
documented in the Audit and Risk Committee charter approved by Board, which is available on the Company’s
website at www.dorsavi.com
Details of the relevant qualifications and experience of the members of the committee and their attendance
at meetings during the reporting period are disclosed in the Annual Report.
Recommendation 7.2:
The Company should disclose in the Corporate Governance section of its annual report or on its website
whether it has reviewed its risk management framework in the last 12 months to satisfy itself that it continues
to be sound.
The Board is responsible for reviewing and ratifying the risk management structure, processes and guidelines
which are developed and maintained by management.
The Board has confirmed that management is responsible for designing and implementing risk management and
internal compliance and control systems which identify material risks for the Company. The Board has overseen
the development by management of a process to identify and manage the Company’s material business risks.
Management, with the oversight of the Audit and Risk Committee, has established and implemented the risk
management system for assessing, monitoring and managing the Company’s material risks. The board monitored
the Company’s risk management framework and risk profile during the year.
Recommendation 7.3:
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) if it has an internal audit function, how the function is structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and
continually improving the effectiveness of its risk management and internal control processes.
The Company does not have an internal audit function.
In conjunction with the Company’s other corporate governance policies, the Company has adopted policies
and processes to assist the Company to identify, evaluate and mitigate technological, economic, operational and
other risks. The Audit and Risk Committee with oversight from the Board reviews and assesses the Company’s
processes for evaluating and continually improving the effectiveness of its risk management and internal control
processes. dorsaVi has established a Risk Management Policy. A copy of the Risk Management Policy is available
on the Company’s website at www.dorsavi.com
15
dorsaVi ANNUAL REPORT // 2015CORPORATE GOVERNANCE STATEMENT Recommendation 7.4:
The Company should disclose in the Corporate Governance section of its annual report or on its website
whether it has any material exposure to economic, environmental and social sustainability risks and, if it does,
how it manages or intends to manage those risks.
The Board has overseen the development by management of a comprehensive process to identify and manage
key business risks, including economic risk. The Company has adopted policies and processes to assist the
Company to identify, evaluate and mitigate technological, economic, operational and other risks.
The Company is not subject to material environmental and social sustainability risks.
The Company complied with Recommendations 7.1 to 7.4 for the 2015 financial year.
PRINCIPLE 8: REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1:
The Company needs to have a remuneration committee which:
(a) has at least three members, a majority of whom are independent directors; and
(b) is chaired by an independent director,
and should disclose the charter of the committee on its website.
The Company should disclose in the Corporate Governance section of its annual report or on its website:
(a) the members of the committee; and
(b) in relation to each reporting period, the number of times the committee met throughout the period
and the individual attendances of the members at those meetings.
The Nomination and Remuneration Committee consists of three non-executive directors: Mr Herb Elliott,
Dr Michael Panaccio and Mr Greg Tweedly. Mr Herb Elliott is Chairman of the Committee and is an independent
director. The Nomination and Remuneration Committee is comprised of a majority of independent directors.
The Nomination and Remuneration Committee’s authority, responsibilities, composition and membership
requirements are documented in the Nomination and Remuneration Committee charter approved by the Board,
which is available on the Company’s website at www.dorsavi.com
Details of the relevant qualifications and experience of the members of the committee and their attendance
at meetings during the reporting period are disclosed in the Annual Report.
Recommendation 8.2:
The Company should disclose in the Corporate Governance section of its annual report or on its website
its policies and practices regarding the remuneration of non-executive directors and the remuneration
of executive directors and other senior executives.
The Company has a clear distinction between the structure of non-executive directors’ remuneration and that
of executive directors and senior executives.
Disclosure of the directors’ and executives’ remuneration can be found in the Remuneration Report in this
Annual Report.
Recommendation 8.3:
The Company has an equity-based remuneration scheme and should disclose in the Corporate Governance
section of its annual report or on its website its policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise) which limit the economic risk of
participating in the scheme.
The Company’s Share Trading Policy prohibits participants in the Company’s share or option plans from using
derivatives or engaging in any conduct that seeks to have the effect of providing greater benefit than would
otherwise have been realised by the participant in respect of unvested Company securities.
Please refer to the Policy for further details. A copy of the Policy is available on the Company’s website at
www.dorsavi.com
The Company complied with Recommendations 8.1, 8.2 and 8.3 for the 2015 financial year.
16
CORPORATE GOVERNANCE STATEMENT DIRECTORS’ REPORT
The directors present their report together with the financial report of the consolidated entity consisting of dorsaVi
Ltd (“the Company” or dorsaVi”) and the entities it controlled, for the financial year ended 30 June 2015 and auditor’s
report thereon. This financial report has been prepared in accordance with Australian Accounting Standards.
DIRECTORS
The names of directors in office at any time during or since the end of the year are:
Herbert James Elliott – Non-executive Chairman:
Chairman of dorsaVi Ltd and chairs the Nomination and Remuneration Committee. He was appointed
to the Board on 29 October 2013.
Ashraf Attia – Non-executive Director:
Mr Attia serves on the Audit & Risk Committee. He was appointed to the Board on 14 July 2008.
Michael Panaccio – Non-executive Director:
Mr Panaccio serves on the Audit & Risk Committee and the Nomination and Remuneration Committee.
He was appointed to the Board on 16 May 2008.
Gregory John Tweedly – Non-executive Director:
Mr Tweedly chairs the Audit & Risk Committee and serves on the Nomination and Remuneration Committee.
He was appointed to the Board on 29 October 2013.
Andrew Ronchi – Chief Executive Officer, Director:
Mr Ronchi was appointed to the Board on 18 February 2008.
The directors have been in office since the start of the year to the date of this report unless otherwise stated.
PRINCIPAL ACTIVITIES
The principal activity of dorsaVi Ltd and its controlled entities during the financial year was distribution of innovative
motion analysis technologies. These technologies are commercialised via license, sale or fixed fee consultancy
methods. There has been no significant change in the nature of these activities during the financial year.
RESULTS
The consolidated loss after income tax attributable to the members of dorsaVi Ltd was $8,036,161 (2014: $3,562,023).
REVIEW OF OPERATIONS
Initially incorporated as a proprietary company in February 2008, dorsaVi, was converted to a public company
on 17 October 2013. dorsaVi Ltd was listed on the ASX in December 2013.
The Group consists of four entities:
§§ dorsaVi Ltd, the listed Parent company
§§ dorsaVi Europe Ltd, a wholly owned subsidiary incorporated on 3 February 2014 and domiciled in the UK
§§ dorsaVi USA, Inc, a wholly owned subsidiary incorporated on 19 May 2014 and domiciled in the USA
§§ Australian Workplace Compliance Pty Ltd, a wholly owned subsidiary purchased on 3 July 2014 and domiciled
in Australia
17
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT Revenue for the 2015 financial year was $1,850,416 (2014: $767,418) predominantly driven by 157% growth in sales
revenue to $1,358,218 (2014: $529,381).
The loss from continuing operations after income tax for the 2015 financial year was $8,036,161 (2014: $3,562,023).
dorsaVi Ltd has invested heavily in both its people and its infrastructure assets in moving its operations from an
Australian centric Research and Development environment to a global Sales and Marketing one. While sales
revenue grew by 157% year on year, the employee benefits expense grew by 115%. This was mainly due to the
investment in key staff in sales across Australia, Europe and the US. These foundation hires were made ahead of
the revenue curve. Furthermore, dorsaVi Ltd’s product development and marketing teams were also strengthened
by a number of significant hires in both departments.
During the 2015 financial year dorsaVi Ltd continued to transition its sales method from outright sale, where
the goods are transferred to the customer, to a license agreement where the customer leases the goods. These
licenses will automatically renew for a 12-month period upon expiry of the initial term. From March 2014 most
commercial contracts were made under a license agreement. Previously, 100% of the revenue could be realised in
the month in which the goods were sold via an outright sale. Under the license agreement, however, the revenue
can only be realised via the straight-line method over the term of the license. This produced a like for like decrease
in revenue over the first 12 months of conversion to the license revenue period from March 2014. The significant
long-term benefit is that it produces an ongoing annuity revenue stream. Under certain circumstances dorsaVi Ltd
continued to make outright sales to universities and hospitals where there was a greater need for the customer to
use funding for the once off purchase.
By 30 June 2015 the Group had 170 devices in the market globally. Of these, 55 were in the market under outright
sale and 115 were in the market via license. This 170 represented a 68% increase over the 101 in the market at
30 June 2014.
Employee benefits expense for the 2015 financial year was $5,029,132 (2014: $2,334,386), which represented a
115% increase year on year. The employee headcount at 30 June 2015 was 33 (2014: 23), which represented a 44%
increase year on year. Employee benefits expense represented 48% of the total expenses for the Group for the
2015 financial year (2014: 48%).
Advertising & Conference expenses for the 2015 financial year were $1,013,938 (2014: $343,508), which
represented a 195% increase year on year. Breaking these out, Advertising expenses for the 2015 financial year
were $682,492 (2014: $208,254), which represented a 228% increase year on year. Significant expenses in the 2nd
half of the year were fees incurred to corporately rebrand and product line rebrand at the same time as building
and launching a new website. Conference expenses for the 2015 financial year were $331,446 (2014: $135,254),
which represented a 145% increase year on year. Significant expenses were incurred in attending new conferences
in the United States to promote and sell the ViPerform Product in the first half of the year and launch ViSafe in
Europe and the United States in the second half.
Regulatory expenses for the 2015 financial year were $506,052 (2014: $71,360). Significant expenses incurred
during the year include FDA clearance for increase use of the ViMove and ViPerform products in the US market.
Travel expenses for the 2015 financial year were $932,546 (2014: $284,449). Significant expenses were incurred
during the year to attend the previously mentioned conferences and grow and convert the new business
pipeline globally.
The parent, dorsaVi Ltd, and its wholly owned subsidiaries, dorsaVi Europe Ltd, dorsaVi USA, Inc and Australian
Workplace Compliance Pty Ltd, are the entities that generate revenue for the Group. The four companies have
two primary sources of revenue: they enter into agreements to place the ViMove, ViPerform and ViSafe devices
with customers; and they provide OH&S Consultancy Services that utilise the ViSafe technology.
Under the licensing agreements for the devices, dorsaVi retains the title to the device and carries it in property,
plant and equipment, depreciating it over five years. As the US, European and Australian markets scale up,
investment in the devices is expected to have some impact on the capital expenditure needs of the Group,
which are expected to be offset by future sales.
Additional revenue is generated when customers purchase adhesives that hold the devices’ sensors when
performing readings. This additional revenue from consumables is not material in the 2015 financial year but as
new license sales increase and their resultant agreements renew this additional revenue stream will become a
material factor in both sales volume and profitability.
Australian revenue from the licensing and sale of devices was up 38% in the 2015 financial year over the 2014
financial year. In Europe over the same period revenue from devices was up $114,821 to $117,576 (2014: $2,755).
In the United States revenue from licensing and sale of devices was up $46,148 (2014: $NIL).
A major milestone for the Group’s US operations was achieved in July 2014 when the ViMove received 510(k)
clearance by the US Food and Drug Administration (FDA) for measuring, recording and reporting on movement
and muscle activity on the lower back/lumbar spine. In May 2015, dorsaVi received expanded labelling for its
510(k) cleared ViMove product that is used to accurately assess movement and muscle activity in the low back
and pelvis, manage treatment options, and guide recovery. In June 2015, dorsaVi announced that an independent
clinical research and reimbursement institute has determined that existing Current Procedural Terminology (CPT)
18
DIRECTORS’ REPORT codes can be used with dorsaVi’s industry leading wearable sensor technology, ViMove and ViPerform in the US.
These CPT codes are numeric codes that enable healthcare providers to describe or report work performed under
private and public insurance programs. The Regulatory & Clinical Research Institute (RCRI) in Minneapolis,
Minnesota reviewed applicability of CPT code sets to dorsaVi’s ViMove and ViPerform products. Based on RCRI
research, CPT code 97750, which is used to report a physical performance test or measurement, aligns with the
activities performed when dorsaVi sensors and software are used to measure movement. The US Medicare
national average clinician payment is US$33.42 for each fifteen-minute block of services and a corresponding
written report. Multiple units of the code can be billed in a single patient encounter provided documentation
supports time spent directly with the patient.
Australian revenue for OH&S Consultancy utilising ViSafe technology was up 171% in the 2015 financial year over
the 2014 financial year. The growth in this market was due to dorsaVi acquisition of the OH&S consultancy firm
Australian Workplace Compliance Pty Ltd which increased the Company’s service offering and client base in the
OH&S market. During the 2015 financial year, dorsaVi introduced OH&S Consultancy Services into the US and
European markets. The revenue generated in these two markets was $55,373 in 2015 (2014:NIL).
The directors expect revenue in Australia, Europe and the US to continue to grow year on year. Factors impacting
and driving this growth include; the effectiveness of the global marketing plan; further sales generation in the
OH&S market in the Europe and US markets; increased FDA clearances in the US market leading to further
product use; shortening of the sales lead times; and the adoption of new software development.
The material business risks that are likely to have an effect on the financial prospects of the Group include:
§§ Over time, dorsaVi may be subjected to increased competition if potential competitors develop new
technologies or make scientific or systems advances that compare with or compete with dorsaVi’s products
§§ In the medical sector (but not the Elite Sports or OH&S sectors), sales and adoption rates of dorsaVi’s system
are, in part, likely to be influenced by the availability and level of reimbursement from government and/or
insurance payers. Whilst the dorsaVi’s products already benefit from reimbursement in some circumstances,
there is no guarantee that the use of dorsaVi’s products will receive further reimbursement
§§ General economic conditions, movements in interest and inflation rates and currency exchange rates may have
an adverse effect on the dorsaVi’s activities, as well as on its ability to fund those activities. In particular, much
of its future income is expected to come from the US and European markets and therefore dorsaVi’s activities
will be affected by currency exchange fluctuations.
§§ dorsaVi is not currently profitable. Proceeds from the float were and are primarily being used to fund the
commercial rollout of the dorsaVi’s products. There is no guarantee that the commercial rollout will result in
profitability for the Company. If the commercial roll out is lower, slower or less successful than planned, dorsaVi
may need to raise capital in the future. In August 2015, dorsaVi Ltd raised additional capital. Please refer to after
balance date events.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
On 3 July 2014, dorsaVi Ltd entered into a contract to acquire 100% of the issued capital of Australian Workplace
Compliance Pty Ltd. This increased the Group’s service offering and client base in the occupational health and
safety (OH&S) market.
Issued capital increased to $23,855,099 at 30 June 2015 (2014: $23,835,099). Total equity decreased to
$6,616,716 at 30 June 2015 (2014: $14,619,662). Total liabilities increased to $1,400,614 at 30 June 2015
(2014: $718,957).
AFTER BALANCE DATE EVENTS
On 9 July 2015, dorsaVi announced the signing of two leading National Football League (NFL) teams for the
use of its ViPerform technology, the New Orleans Saints and Cleveland Browns. These two NFL teams have been
incorporating the technology in team training protocols during the off-season, and all will now utilise the sensor
technology during the 2015-16 season to assess and monitor players and guide recovery of their athletes.
On 15 July 2015, dorsaVi Ltd announced Mr Jerome Whelan, Chief Financial Officer, tendered his resignation
from the Company. The Company has commenced an executive search for a suitable replacement.
On 17 August 2015, dorsaVi announced the signing of its fourth contract with Crown Resorts. The contract
represents dorsaVi’s largest commercial project to date and will be implemented over 18 months with an
additional annual annuity in the form of a license fee for ViSafe.
On 18 August 2015, dorsaVi announced the issue of 500,000 shares at $0.26 cents.
19
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT On 18 August 2015, dorsaVi announced that reigning US football Super Bowl Champions the New England Patriots
and two elite college athletic programs have all signed to use ViPerform wearable sensors. The Ohio State
University Buckeyes are the first NCAA Division I team to adopt ViPerform. dorsaVi technology is primarily being
used by the Buckeyes with their women’s soccer team. Marquette University in Milwaukee, Wisconsin is the first
NCAA Division I men’s basketball team to adopt the technology. They follow in the footsteps of three NBA teams
who are integrating ViPerform into training plans: the Houston Rockets, the New York Knicks, and the 2015 NBA
champions the Golden State Warriors.
On 20 August 2015, dorsaVi announced the signing of its third contract with Sodexo, one of the world’s largest
services and labour hire companies. The company has entered a 12 month contract to undertake assessments of
their employees working in remote areas of Australia. Sodexo will lease dorsaVi’s ViSafe technology to undertake
its own testing and assessments of workers involved in manual handling activities and tasks in remote sites in
Australia. dorsaVi will be responsible for the analysis of data, producing insights and action points to allow Sodexo
to make informed decisions.
On 21 August 2015, dorsaVi Ltd announced the signing of its second contract with international architecture firm,
DesignInc, to assess and maintain its integrated management system. The three year deal will see dorsaVi work
across the review and maintenance of the Integrated Management System.
On 26 August 2015, dorsaVi Ltd announced that it has raised a total of $4,000,000 by way of a placement
of approximately 15,400,000 ordinary shares at $0.26 per share with various institutional and sophisticated
investors. In addition on 17 September 2015, the Company successfully completed a fully underwritten 1 for 10
non-renounceable pro rata rights offer of ordinary shares raising approximately $3,200,000 from its Australian
and New Zealand shareholders. The price of the Shares under the Offer was $0.26 each (i.e. the same price per
share as offered under the Placement).
On 29 September 2015, dorsaVi Ltd announced the signing of a three year agreement with YourPhysioPlan to
sell ViMove in the UK and Ireland. The agreement provides exclusive marketing rights for ViMove for private
physiotherapy, osteopathy and chiropractic markets in the UK and Ireland. dorsaVi will maintain full direct
sales rights in the UK and Ireland for ViPerform and ViSafe to elite sports and OH&S customers respectively.
LIKELY DEVELOPMENTS
The following likely developments in the business of the Group are expected to influence its financial results
in the near term:
As new license agreements for ViMove and ViPerform are signed it is expected that the resulting revenue from
adhesives associated with use of the devices will also increase. The Group expects an increase in revenue growth,
year on year, in all markets for ViMove and ViPerform products.
The Group expects an increase in revenue growth, year on year, in the Australian, Europe and US markets from
its OH&S consultancy revenue stream.
ENVIRONMENTAL REGULATION
The consolidated entity’s operations are not subject to any significant environmental Commonwealth or State
regulations or laws.
DIVIDEND PAID, RECOMMENDED AND DECLARED
No dividends were paid, declared or recommended since the start of the financial year.
20
DIRECTORS’ REPORT SHARE OPTIONS
Options over unissued ordinary shares granted by dorsaVi Ltd during or since the financial year end to executives
were as follows:
Executive
Dave Wildermuth
Options granted during the year
900,000
There were no options over unissued ordinary shares granted to directors during or since the financial year end.
Further details regarding options granted as remuneration are provided in the Remuneration Report below.
SHARES UNDER OPTION
Unissued ordinary shares of dorsaVi Ltd under option at the date of this report are as follows:
Date options granted
8 April 2014
2 September 2014
31 October 2014
Number of unissued
ordinary shares
under option
1,000,000
100,000
900,000
Issue price of shares
$0.51
$0.40
$0.40
Expiry date
of the options
7 April 2019
1 September 2019
30 October 2019
No option holder has any right under the options to participate in any other share issue of the company.
SHARES ISSUED ON EXERCISE OF OPTIONS
To the date of this report, there have been no shares issued during or since the end of the year as a result
of the exercise of an option over unissued shares.
INFORMATION ON DIRECTORS AND COMPANY SECRETARY
Herbert James Elliott, AC MBE, MA (Cantab) – Non-executive Chairman
Herb Elliott is the Chairman of dorsaVi Ltd and chairs the Nomination and Remuneration Committee. He was
appointed to the Board on 29 October 2013.
Herb has been a chairman of Telstra Foundation Limited (March 2002 to December 2010). Herb is a former director
of Ansell Limited (February 2001 to October 2006). Herb is a former director of Fortescue Metals Group Limited
(ASX: FMG). He was a director of Fortescue from October 2003 to November 2014 and served as company chairman
from 2007 to 2011. He was the inaugural chairman of the National Australia Day Committee, a Commissioner of
the Australian Broadcasting Commission and deputy chairman of the Australian Sports Commission.
Herb was also a director of the World Olympians Association and was a gold medallist (1500 metres athletics) at
the Rome 1960 Olympics. Previous executive roles include president of PUMA North America. Herb is an honorary
Doctor of the Queensland University of Technology.
Ashraf Attia, BSc (Eng)(Hons), MSc (Biomed. Eng), Dip (Mktg), FAICD – Non-executive Director
Ash Attia serves on the Audit & Risk Committee. He was appointed to the Board on 14 July 2008.
Ash has had senior management experience in multinational operations for over 20 years within the medical
devices, biotechnology and diagnostics industries. He is the Managing Director, Asia Pacific of Thoratec
Corporation, a company with global revenues of over US$500 million, which manufactures and sells heart assist
devices for use by patients with heart failure. Ash has consulted to several organisations in the areas of business
development, strategic marketing, sales and marketing management, and distribution strategies.
No other directorships of listed companies were held during the three years to 30 June 2015.
21
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT Michael Panaccio, BSc (Hons), MBA, PhD, FAICD – Non-executive Director
Michael Panaccio serves on the Audit & Risk Committee and the Nomination and Remuneration Committee.
He was appointed to the Board on 16 May 2008.
Michael is one of the founders of Starfish Ventures Pty Ltd, an Australian based venture capital manager. He was
formerly an Investment Manager with JAFCO Investment (Asia Pacific). Prior to joining JAFCO, Michael was Head
of the Department of Molecular Biology at the Victorian Institute of Animal Sciences. Michael has been a director
of numerous technology businesses in Australia and the USA including SIRTeX Medical Ltd and Energy Response
Pty Ltd.
He is currently a director of ImpediMed Ltd (ASX:IPD) since January 2007. No other Directorships of listed
companies were held during the three years to 30 June 2015. Michael is also a director of Protagonist Inc,
MuriGen Pty Ltd, NeuProtect Pty Ltd and Ofidium Pty Ltd.
Gregory John Tweedly, B.Com, CPA, GAICD – Non-executive Chairman
Greg Tweedly chairs the Audit & Risk Committee and serves on the Nomination and Remuneration Committee.
He was appointed to the Board on 29 October 2013.
Greg is a Director of the Emergency Services and Telecommunications Authority and was a Director and CEO
of the Victorian WorkCover Authority (WorkSafe) from 2003 to 2012. Prior to joining WorkSafe Greg was an
executive with the Transport Accident Commission from 1996 to 2002 in various senior roles including Chief
Operating Officer. He was formerly a Director of the Institute of Safety Compensation and Recovery Research,
a Director of the Personal Injury Education Foundation, a Director and Chair of the Victorian Trauma Foundation,
Chair of the Heads of Workers’ Compensation Authorities of Australia and New Zealand and Member of SafeWork
Australia and its predecessor organisation.
No other directorships of listed companies were held during the three years to 30 June 2015.
Andrew Ronchi, B.App.Sci (Physio), PhD (RMIT Eng), GAICD – Chief Executive Officer, Director
Andrew Ronchi was appointed to the Board on 18 February 2008.
Before co-founding dorsaVi, Andrew was a practising physiotherapist both at an AFL club and in private practice.
He is a founding partner in two physiotherapy centres, the largest of these employing 28 staff (including
13 physiotherapists). Prior to the formation of dorsaVi, Andrew undertook a PhD in Computer and Systems
Engineering, investigating the reliability and validity of transducers for measuring lumbar spine movement.
As CEO of dorsaVi Ltd, Andrew is responsible for all aspects of the Group’s operations.
No other directorships of listed companies were held during the three years to 30 June 2015.
Brendan Case, MComLaw (Melb), BEc, CPA, Grad Dip App Fin, Dip FP, FCIS
Brendan Case has served as dorsaVi Ltd’s secretary since October 2013 and has more than 20 years of company
secretarial, corporate governance and finance experience. He is a former Associate Company Secretary of
National Australia Bank Limited (NAB), former secretary of NAB’s Audit and Risk Committees and has held senior
management roles in risk management and regulatory affairs.
22
DIRECTORS’ REPORT DIRECTORS’ MEETINGS
The number of meetings of the board of directors and of each board committee held during the financial year
and the numbers of meetings attended by each director were:
Mr Herb Elliott
Mr Ashraf Attia
Dr Michael Panaccio
Mr Greg Tweedly
Dr Andrew Ronchi
Mr Herb Elliott
Dr Michael Panaccio
Mr Greg Tweedly
Board of Directors
Audit & Risk Committee
Eligible
to attend
Attended
Eligible
to attend
Attended
12
12
12
12
12
11
12
12
12
12
–
3
3
3
–
–
3
3
3
–
Nomination & Remuneration
Committee
Eligible
to attend
Attended
2
2
2
2
2
2
DIRECTORS’ INTEREST IN SHARES OR OPTIONS AS AT 30 JUNE 2015
Names of Holders
Michael Panaccio
Andrew James Ronchi
Ashraf Attia
Herbert James Elliott
Gregory John Tweedly
Ordinary Shares of dorsaVi Ltd
80,543,119
8,246,482
189,491
75,000
62,500
The directors have no interests in options over shares in dorsaVi Ltd as at the date of this report.
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
The Group has insured its Directors, Secretary and executive officers for the financial year ended 30 June 2015.
Under the Group’s Directors and Officers Liability Insurance Policy, the Group cannot release to any third party
or otherwise publish details of the nature of the liabilities insured by the policy or the amount of the premium.
The Group also indemnifies every person who is or has been an officer of the Group against any liability (other
than for legal costs) incurred by that person as an officer of the Group where the Group requested the officer
to accept appointment as Director.
To the extent permitted by law and subject to the restrictions in section 199A and 199B of the Corporations Act
2001, the Group indemnifies every person who is or has been an officer of the group against reasonable legal
costs incurred in defending an action for a liability incurred by that person as an officer of the Group.
23
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT INDEMNIFICATION AND INSURANCE OF AUDITORS
No indemnities have been given or insurance premiums paid during or since the end of the financial year for
any auditors of the consolidated entity.
PROCEEDINGS ON BEHALF OF THE CONSOLIDATED ENTITY
No person has applied for leave of Court to bring proceedings on behalf of the consolidated entity.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001
in relation to the audit for the financial year is provided with this report.
NON-AUDIT SERVICES
Non-audit services are approved by resolution of the audit committee and approval is provided in writing to
the board of directors. Non-audit services were provided by the auditors of entities in the consolidated group
during the year, namely Pitcher Partners Melbourne, network firms of Pitcher Partners, and other non-related
audit firms, as detailed below. The directors are satisfied that the provision of the non-audit services during
the year by the auditor is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
(a) Amounts paid and payable to Pitcher Partners Melbourne
for non-audit services:
Investigating Accountants Report
Taxation & Other Compliance Services
Total remuneration for non-audit services
2015
$
2014
$
–
36,306
36,306
38,500
36,453
74,953
24
DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED)
The Directors present the consolidated entity’s 2015 Remuneration Report, which details the remuneration
information for dorsaVi Ltd’s Non-Executive Directors, Executive Directors, and other Key Management Personnel.
A. Details of the Key Management Personnel
Non-Executive Directors
Period of Responsibility
Position
Herb Elliott
Ashraf Attia
Michael Panaccio
Greg Tweedly
Executive Director
Full Year
Full Year
Full Year
Full Year
Chairman, Non-Executive Director
Independent, Non-Executive Director
Non-Executive Director
Independent, Non-Executive Director
Andrew Ronchi
Full Year
Chief Executive Officer/Director
Executives
Daniel Ronchi*
1 July 2014 to 10 March 2015
Chief Technical Officer
Jerome Whelan
Full Year
Chief Financial Officer
Jarrod Sculli
Sarah Riseley*
Zoë Whyatt
Resigned 3 July 2014
National Sales Manager, Australia
1 July 2014 to 10 March 2015
Marketing Director
Full Year
Chief Operating Officer, Europe
Meagan Blackburn*
1 July 2014 to 10 March 2015
Global Clinical & Sports Innovation
John Kowalczyk
Full Year
President of dorsaVi USA
Mark Heaysman
Appointed 1 July 2014
Head of Occupational Health & Safety
David Wildermuth
Appointed 3 November 2014
Chief Marketing Officer
Matthew May
Appointed 10 November 2014
Sales Manager, Australia
* Effective 10 March 2015, the following changes were made to the dorsaVi executive structure:
• Dan Ronchi (CTO) reports directly to Dave Wildermuth (CMO)
• Meagan Blackburn (CIO) reports directly to Dave Wildermuth (CMO)
• Sarah Riseley (Business Development) reports directly to Matthew May (Sales Manager, AU)
As such the pro rata compensation costs of the period from 10 March 2015 to 30 June 2015 have been removed
from the annual costs.
The following changes occurred after 30 June 2015 to the date the financial report was authorised for issue:
Jerome Whelan resigned on 14 July 2015 effective 12 October 2015.
B. Remuneration Policies
Nomination & Remuneration Committee
The Nomination & Remuneration Committee of the Board of Directors is responsible for making recommendations
to the Board on the remuneration arrangements for each Non-Executive Director (NED), Executive Director/Chief
Executive Officer (CEO) and each Executive reporting to the CEO. The current members of the Nomination &
Remuneration Committee are Herb Elliott, Michael Panaccio, Ashraf Attia and Greg Tweedly.
The Nomination & Remuneration Committee assess the appropriateness of the nature and amount of
remuneration of executives on a periodic basis by reference to relevant employment market conditions with the
overall objective of ensuring maximum stakeholder benefit from the retention of high quality, high performing
directors and executive team. In determining the level and composition of executive remuneration, the
Nomination & Remuneration Committee may also engage external consultants to provide independent advice.
25
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT The primary responsibility of the Nomination & Remuneration Committee is to review and recommend to the Board:
§§ Executive remuneration and incentive policies and practices;
§§ The Executive Director’s total remuneration having regard to remuneration and incentive policies;
§§ The design and total proposed payments from any executive incentive plan and reviewing the performance
hurdles for any equity based plan;
§§ The remuneration and related policies of Non-Executive Directors for serving on the board and any committee
(both individually and in total); and
§§ Any other responsibilities as determined by the Nomination & Remuneration Committee or the Board from time
to time.
Remuneration Strategy
The remuneration strategy of dorsaVi Ltd is designed to attract, motivate and retain Employees, Executives and
Non-Executive Directors in Australia, the United States and Europe by identifying and rewarding high performers
and recognising the contribution of each employee to the continued growth and success of the Company.
To this end, the key objectives of the Company’s reward framework are to:
§§ Align remuneration with the Company’s business strategy;
§§ Offer an attractive mix of remuneration benchmarked against the applicable market’s region and
country practices;
§§ Provide strong linkage between individual and Company performance and rewards;
§§ Offer remuneration based on internal equity with other employees and individual skill matching the role
requirements with their experience and responsibilities;
§§ Align the interests of executives and shareholders and share the success of the Company with the employees; and
§§ Support the corporate mission statement, values and policies through the approach to recruiting, organizing
and managing people.
Remuneration Structure
In accordance with best practice corporate governance, the structure of the non-executive directors and
executive remuneration is separate and distinct.
Non-Executive Director Remuneration Structure
The ASX Listing Rules specify that an entity must not increase the total aggregate amount of remuneration
of Non-Executive Directors without the approval of holders of its ordinary securities.
The Board, and since its inception the Nomination & Remuneration Committee, considers the level of
remuneration required to attract and retain Directors with the necessary skills and experience for the Company’s
Board. This remuneration is reviewed with regard to market practice and Directors’ duties and accountability.
The constitution provides that the Non-Executive Directors are entitled to remuneration for their services as
determined by the Board up to an aggregate limit of $500,000 (which may be increased with Shareholder
approval). The Company has obtained advice about remuneration levels for Directors of listed companies and,
based on that advice, set the following annual non-executive Directors’ fees:
§§ Chairman: $75,092 plus superannuation;
§§ Other Directors: $50,000 plus superannuation; and
§§ Further fees for acting as chairman of a committee: $5,000 plus superannuation per committee.
The Company determines the maximum amount for remuneration, including thresholds for share-based
remuneration for Executives, by resolution. The remuneration received by the Non-Executive Directors for
the year ended 30 June 2015 is detailed in Table 1 of this section of the report.
Non-executive directors receive fees and do not receive options or bonus payments.
Executive Remuneration Structure
The Company provides a remuneration package that incorporates both cash based remuneration and share-based
remuneration. The contracts for service between the Company and executives are on a continuing basis the terms
of which are not expected to change in the immediate future. Share-based remuneration is conditional upon
continuing employment thereby aligning director and shareholder interests.
26
DIRECTORS’ REPORT Remuneration consists of the following key elements:
§§ Fixed remuneration (base salary and superannuation); and
§§ Variable remuneration – short term incentives (STI) in the form of an annual incentive plan and long term equity
incentive (LTI)
Fixed Remuneration
Objective
Fixed remuneration is reviewed annually by the Board/Nomination & Remuneration Committee. The process
consists of a review of the Company and individual performance, relevant comparative remuneration from
external and internal sources and where appropriate, external advice on policies and practices.
Structure
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash and
allowances such as motor vehicle allowance. It is intended that the manner of payment chosen will be optimal
for the recipient without creating undue cost for the Company.
Variable Remuneration – short-term incentive (STI)
Objective
The key objective of the STI program is to link the achievement of the Company’s operational targets with the
remuneration received by the executives charged with meeting those targets.
Structure
Any STI payments granted depends on the extent to which specific targets set at the beginning of the financial
year or on appointment are met. The Key Milestones or Key Performance Indicators (KPIs) cover individual, team
and organisational financial measures of performance. Typically included are measures such as: achieving sales/
revenue targets and/or growth, and meeting Company compliance requirements. These measures were chosen
as they represent the key drivers for the short-term success of dorsaVi as it continues to look for growth in its
niche market space.
The Company has predetermined benchmarks that must be met in order to trigger payments under the STI
scheme. Either on an annual or financial year basis, after consideration of performance against the Key Milestones
or KPIs, the Nomination & Remuneration Committee, in line with their responsibilities determine the amount, if
any, of the STI to be paid to each Executive. This process usually occurs within one month after the trigger date.
The annual STI payments available for executives across the Company are subject to the approval of the
Nomination & Remuneration Committee.
Variable Remuneration – long-term incentive (LTI)
Objective
The objectives of providing long term incentives are: to motivate and retain key dorsaVi’s employees; to attract
quality employees; to create commonality of purpose between dorsaVi and its employees; to add wealth for all
shareholders of the Company through the motivation of dorsaVi’s employees; and by allowing dorsaVi’s employees
to share the rewards of the success of dorsaVi through the acquisition of, or entitlements to, shares and options.
Structure
The Board offers LTIs to reward the performance of employees, which is in alignment with shareholders interests
and the long term benefit of the Company. LTI awards are made under the Employee Share Option Plan (ESOP)
and are delivered in the form of share options. Each option entitles the holder to one fully paid ordinary share of
dorsaVi Ltd at an exercise price to be determined in an employee’s employment agreement or by determination
by the Nomination & Remuneration Committee.
Where an LTI participant ceases employment prior to vesting in their award, the options are forfeited unless the
Nomination & Remuneration Committee applies its discretion to allow vesting at or post cessation of employment
in appropriate circumstances.
Options were granted under the ESOP plan during the 2015 Financial Year to David Wildermuth. See Table 6
on page 33.
Shares in accordance with the ESOP plan during the 2015 Financial Year were also issued to Mark Heaysman
(250,000 at an average market price of 46 cents), Matthew May (20,000 at an average market price of 40 cents)
and Dan Ronchi (50,000 at an average market price of 37.22 cents). See Table 7 on page 34.
27
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT Employment Agreements
The Company has entered into Employment Agreements with all executives, including the CEO. The Company
may terminate the Executive’s Employment Agreements by providing at least one month’s written notice or
providing payment in lieu of the notice period (based on the fixed component of the executive’s remuneration).
The Company may terminate the contract at any time without notice if serious misconduct has occurred.
The following key management personnel have notice periods other than one month:
Name
Notice Period
John Kowalczyk
12 months
Andrew Ronchi
Jerome Whelan
Matthew May
Meagan Blackburn
6 months
3 months
3 months
8 weeks notice until 3 years of continuous employment
1 additional week for each completed year of continuous employment
up to a maximum of 12 weeks notice
Zoë Whyatt
8 weeks notice until 3 years of continuous employment
After 3 completed years the Executive must give not less than 12 weeks notice
David Wildermuth
4 weeks
CEO Remuneration
Under Andrew Ronchi’s employment agreement his fixed remuneration is $250,000 per annum excluding
superannuation. In addition, Andrew Ronchi is also eligible to receive a bonus of up to $100,000 per annum where
key performance indicators and targets (as agreed with the Company) are achieved. Andrew may also be granted
options over Ordinary Shares, such Shares not to exceed 1.5% of the issued share capital of the Company, under
the Company’s Employee Share Ownership Plan and subject to achieving the following targets:
§§ one third of the options (i.e. up to 0.5%) was to be granted to Andrew Ronchi if the Company’s revenue (excluding
any acquired revenue) equals or exceeds $5 million in the 2014 calendar year. No options were granted;
§§ the remaining two thirds (or 1% of the 1.5% during the current year) will be granted to Andrew Ronchi if the
Company’s revenue equals (excluding any acquired revenue) or exceeds $15 million in the 2015 calendar year.
No options were granted during the current year; and
§§ provided Andrew Ronchi remains CEO for the relevant year in which those revenue targets are met.
Any options granted to Andrew Ronchi will be subject to shareholder approval under the ASX Listing Rules
at a $0.40 exercise price per share.
Upon termination of Andrew Ronchi’s employment contract, he will be subject to a restraint of trade
for a maximum of 12 months.
President dorsaVi USA
Under John Kowalczyk’s Employment Agreement his fixed remuneration is USD200,000 per annum.
He is eligible to receive an annual bonus of up to USD100,000, the amount of such bonus to be determined by
the Company’s CEO, in his sole discretion, based on John Kowalczyk’s achievement of milestones to be established
by the Company’s CEO. The Company agreed that his bonus for his first year of employment would not be less
than USD50,000. This initial bonus of USD50,000 was paid to John Kowalczyk before the end of the 2015
Financial Year.
Options were granted under the ESOP plan during the 2014 Financial Year to John Kowalczyk an option under
the Company’s Employee Share Ownership Plan 2013 to purchase 1,000,000 ordinary shares of the Company.
The option grant vests over a three-year period, with one-third of the shares subject to such option vesting as
of the first anniversary of effective date (being 8 April 2014) and the remaining shares vesting monthly over
the following two years, contingent upon his continued employment with the Company.
The exercise price of the options is $0.51, which is equal to the average per share list price of the Company’s
ordinary shares on the 20 trading days prior to the date of grant. As a condition of the option grant, John
Kowalczyk executed an individual stock option agreement.
28
DIRECTORS’ REPORT C. Details of key management personnel remuneration
(a) Non-Executive Directors’ remuneration: Table 1
Short-Term
Post employment
Share-
based
pay-
ments
Total
perform-
ance
related
Options
as % of
total
TOTAL
Long-
term
Salary
fees
$
Cash
bonus
$
Non-
monetary
$
Other
$
Super-
annu-
ation
$
Retire-
ment
benefits
$
Termin-
ation
benefits
$
Incentive
plans
$
Options
$
$
2015
Non-Executive Directors
Herb Elliott
Ashraf Attia
75,092
49,992
Michael Panaccio (i)
54,625
Greg Tweedly (ii)
60,087
239,796
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,945
–
–
–
5,945
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
81,037
49,992
54,625
60,087
245,741
%
–
–
–
–
–
%
–
–
–
–
–
(i) Michael Panaccio provides his services via Starfish Technology Fund II, LP.
(ii) Greg Tweedly provided his services via Silverlake Pty Ltd.
Short-Term
Post employment
Share-
based
pay-
ments
Total
perform-
ance
related
Options
as % of
total
TOTAL
Long-
term
Salary
fees
$
Cash
bonus
$
Non-
monetary
$
Other
$
Super-
annu-
ation
$
Retire-
ment
benefits
$
Termin-
ation
benefits
$
Incentive
plans
$
Options
$
$
2014
Non-Executive Directors
Herb Elliott (i)
Ashraf Attia (ii)
58,662
44,247
Michael Panaccio (iii)
30,249
Greg Tweedly (iv)
42,966
176,124
(i) Appointed 13 October 2013
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
58,662
44,247
30,249
42,966
176,124
%
–
–
–
–
–
%
–
–
–
–
–
(ii) Full year appointment. The Director’s fee increased from $2,200 per month to $4,553 per month inclusive of superannuation
effective 13 October 2013.
(iii) Full year appointment. No Director’s fees charged prior to 11 December 2014. Michael Panaccio provides his services
via Starfish Technology Fund II, LP.
(iv) Appointed 13 October 2013. Greg Tweedly provided his services via Silverlake Pty Ltd.
29
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT (b) Executives’ remuneration: Table 2
Short-Term
Post employment
Share-
based
pay-
ments
Total
perform-
ance
related
TOTAL
Long-
term
Share
based
pay-
ment
as % of
total
Salary
fees
$
Cash
bonus
$
Non-
monetary
$
Other
$
Super-
annu-
ation
$
Retire-
ment
benefits
$
Termin-
ation
benefits
$
Incentive
plans
$
Options
$
$
%
2015
Executive Director
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
26,600
9,628
20,900
145
7,148
–
–
5,011
27,703
–
14,517
3,776
18,401
–
12,056
8,787
137,098
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Andrew Ronchi
250,000
30,000
Executives
Daniel Ronchi (vi) (ix)
101,344
–
Jerome Whelan (vi)
180,000
40,000
Jarrod Sculli (vi)
4,655
161
Sarah Riseley (iv) (ix)
75,242
9,999
Meagan Blackburn
(iv) (vii) (ix)
114,750
Zoë Whyatt (vii)
188,870
–
–
240,540
60,135
John Kowalczyk
(v) (viii)
Mark Heaysman (i)
David Wildermuth
(ii) (v) (viii)
152,812
152,339
Matthew May (iii) (vi)
126,900
1,587,452 140,295
(i)
Appointed 1 July 2014.
(ii) Appointed 3 November 2014.
(iii) Appointed 17 November 2014.
(iv) Employed 4 days per week.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
– 306,600
9.8
1,988
112,960
3,548 244,448
–
–
–
–
4,961
92,389
114,750
188,870
–
16.4
3.2
10.8
–
–
176,402
509,791
11.8
34.6
50,451
217,780
87,729
262,245
2,645
141,601
–
–
–
– 322,763 2,196,395
6.4
%
–
1.8
1.5
–
–
–
–
23.2
33.5
1.9
14.7
(v) Other benefits for US based employees include the payment of certain health and disability related insurance premiums
as is customary in the US market. This arrangement started in Q1 2014/2015.
(vi) Share based payments comprise loan shares granted under the dorsaVi Ltd’s ESOP and are backed by an interest free,
no-recourse loan. For accounting purposes these are valued the same as options.
(vii) Converted into AUD from GBP at the exchange rate at the average rate throughout 2014/2015. (1 GBP = 1.8887 AUD)
(viii) Converted into AUD from USD at the exchange rate at the average rate throughout 2014/2015. (1 USD = 1.2027 AUD)
(ix) Part Year KMP to 10 March 2015 due to change in KMP structure and reporting lines.
30
DIRECTORS’ REPORT Short-Term
Post employment
Share-
based
pay-
ments
Total
perform-
ance
related
TOTAL
Long-
term
Salary
fees
$
Cash
bonus
$
Non-
monetary
$
Other
$
Super-
annu-
ation
$
Retire-
ment
benefits
$
Termin-
ation
benefits
$
Incentive
plans
$
Options
$
2014
Executive Director
Andrew Ronchi
219,580
50,000
Executives
Daniel Ronchi
147,729
20,000
Jerome Whelan
(i) (ix)
27,461
–
Jarrod Sculli (ii) (ix)
92,497
2,012
Sarah Riseley (iii)
103,321
7,500
Meagan Blackburn
(iv) (v)
Zoë Whyatt (iv) (vi)
John Kowalczyk
(vii) (viii)
118,283
39,166
37,759
–
–
–
785,796
79,512
(i)
Appointed 7 May 2014.
(ii) Appointed 16 September 2013.
-
–
–
–
–
–
–
–
–
-
–
–
25,556
16,037
2,540
14,743
8,742
10,448
10,573
–
–
–
–
–
–
25,191
63,448
-
–
–
–
–
–
–
–
–
-
–
–
–
–
–
–
–
–
-
–
–
–
–
–
–
–
–
Share
based
pay-
ment
as % of
total
%
-
–
38.0
13.5
–
–
–
55.5
$
%
295,136
16.9
-
–
183,766
18,407
48,408
18,407
136,401
–
–
–
131,842
118,283
39,166
47,075
84,834
10.9
–
1.7
5.7
–
–
–
83,889 1,037,836
7.7
8.1
(iii) Employed 3 days per week up to 26 August 2013. Since that date has been employed 4 days per week.
(iv) Converted into AUD from GBP at the exchange rate at 30 June 2014. (1 GBP = 1.8077 AUD).
(v)
Employed 4 days per week.
(vi) Appointed 17 March 2014.
(vii) Other benefits for US based employees include the payment of certain health and disability related insurance premiums
as is customary in the US market. This arrangement begins in Q1 2014/2015.
(viii) Appointed 8 April 2014 in US.
(ix) Share based payments granted to Jerome Whelan & Jarrod Sculli comprise shares granted under the dorsaVi Ltd’s ESOP
and are backed by an interest free, no-recourse loan. For accounting purposes these are valued the same as options.
D. Relationship between remuneration and Company performance
(a) Remuneration not dependent on satisfaction of performance condition
The non-executives remuneration policy is not directly related to Company performance. The Board considers
a remuneration policy based on short-term returns may not be beneficial to the long-term creation of wealth
by the Company for shareholders.
(b) Remuneration dependent on satisfaction of performance condition
A portion of the Executive Remuneration is based on attainment of performance conditions. Performance-based
remuneration includes short-term cash bonus and long-term incentive plan. Performance-based remuneration
granted to key management personnel has regard to Company performance over a twelve month to 2-year period.
31
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT The following table summarises the performance conditions for KMP with a performance-linked bonus: Table 3.
KMP
Performance conditions
Andrew Ronchi
Key Milestones as determined by and at the discretion of the Board
John Kowalczyk
Key Milestones as determined by and at the discretion of the Board
Jerome Whelan
Key Milestones as determined by and at the discretion of the Board
David Wildermuth
Key Milestones as determined by and at the discretion of the Board
Mark Heaysman
Key Milestones as determined by and at the discretion of the Board
Matthew May
Key Milestones as determined by and at the discretion of the Board
These performance conditions were selected to promote the creation of shareholder wealth during the period.
The following table sets out the terms and conditions of each grant of the performance-linked bonus affecting
compensation in current and future years: Table 4.
2016
Andrew Ronchi
John Kowalczyk
David Wildermuth
Mark Heaysman
Matthew May
2015
Andrew Ronchi
John Kowalczyk
David Wildermuth
Jerome Whelan
Mark Heaysman
Matthew May
Total Potential
Performance
Linked Bonus
$
100,000
120,270 (i)
90,202 (ii)
25,000
20,000
Total Potential
Performance
Linked Bonus
$
100,000
120,270 (i)
90,202 (ii)
40,000
20,000
20,000
Awarded/
Available
%
Forfeited
%
Estimated
Maximum total
value of Bonus
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100,000
120,270
90,202
25,000
20,000
Awarded/
Available
%
Forfeited
%
Estimated
Maximum total
value of Bonus
42%
50%
0%
100%
75%
0%
58%
50%
0%
0%
25%
0%
42,083
60,135
90,202
40,000
15,000
20,000
(i)
USD 100,000 converted at US/AUD rate 1.2027. Performance linked bonuses not yet awarded/guaranteed and not
yet forfeited are still eligible to be awarded and are subject to the discretion of the board as directed above.
(ii) USD 75,000 converted at US/AUD rate 1.2027.
32
DIRECTORS’ REPORT (c) Consequences of Company’s performance on shareholder wealth
The following table summarises Company performance and key performance indicators: Table 5
Company Performance
Revenue
% increase in revenue
Profit before tax
% increase in loss before tax
Change in share price
Dividend paid to shareholders
Return of capital
Total remuneration of KMP
Total performance based remuneration
E. Key management personnel’s share-based compensation
(a) Details of compensation Options
2015
2014
1,850,416
767,418
141%
42%
(8,684,709)
(4,121,606)
(111%)
(41%)
–
–
(90%)
10%
–
–
2,442,136
1,213,960
140,295
79,512
In 2015 the Company agreed to grant David Wildermuth an Option under the Company’s Employee Share
Ownership Plan 2013 to purchase 900,000 ordinary shares of the Company. The option grant shall vest over a
four year-period. With one quarter of the shares subject to such option vesting as of the first anniversary of the
effective date (being 3 November 2014) and the remaining shares vesting monthly over the following three years,
contingent upon his continued employment with the Company.
The exercise price of the options is $0.40 which is equal to the per share list price of the Company’s ordinary
shares on the date of grant. The option grant will be exercisable during the five-year period following the date of
grant. As a condition of the option grant, David Wildermuth will be required to execute an individual stock option
agreement in the form to be provided to him by the Company at the time such option is authorized by the
Company’s Board of Directors.
Table 6
2015
Grant Date
Executives
John Kowalczyk (i)
Value
per
option
at grant
date
$
Granted
Number
Vest
Number
During
the Year
Year in
which
option
may be
vested
Value
Exer-
cised
During
the year
Value
Lapsed
during
the year
Vest
%
Terms and conditions for each grant
For-
feited
%
Exercise
Price
$
First
Exercise
Date
Last
Exercise
Date
Expiry Date
8 April 2014
1,000,000 0.3000 388,888
2015 (i)
38.9%
David Wildermuth (ii)
3 November
2014
900,000
0.2568
–
2015 (ii)
–
1,900,000
– 388,888
–
–
–
–
–
–
–
–
–
–
–
–
0.51
7 April 2019
0.40
–
30 October
2019
–
–
–
–
–
–
–
(i)
(ii)
The option grant shall vest over a three-year period, with one-third of the shares subject to such option vesting as of the
first anniversary of effective date (being 8 April 2014) and the remaining shares vesting monthly over the following two
years, contingent upon continued employment with the Company.
The option grant shall vest over a four-year period, with one-quarter of the shares subject to such option vesting as of the
first anniversary of effective date (being 3 November 2014) and the remaining shares vesting monthly over the following
three years, contingent upon his continued employment with the Company.
As at 30 June 2015, no options have been exercised, and accordingly no shares have been issued as a result
of options previously issued.
33
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT F. Key management personnel’s equity holdings
(a) Number of options held by key management personnel
As at June 2015 John Kowalczyk holds an option under the Company’s Employee Share Ownership Plan 2013 to
purchase 1,000,000 ordinary shares of the Company and David Wildermuth holds an option under the Company’s
Employee Share Ownership Plan 2013 to purchase 900,000 ordinary shares of the Company.
(b) Number of shares held by key management personnel (consolidated)
The relevant interest of each key management personnel in the share capital of the Company as notified the ASX
as at 30 June 2015 is as follows:
Michael Panaccio (relevant interest)
19,573,274
Table 7
2015
Non-Executive Directors
Herb Elliott
Ashraf Attia
Michael Panaccio
Greg Tweedly
Executive Director
Andrew Ronchi
Executives
Daniel Ronchi
Jerome Whelan
Jarrod Sculli
Sarah Riseley
Zoë Whyatt
Meagan Blackburn
John Kowalczyk
David Wildermuth
Mark Heaysman
Matthew May
Balance
1/07/14
Received
as Remu-
neration
Net change
Other
Balance
30/06/15
75,000
189,491
60,969,845
62,500
8,246,482
–
–
–
–
–
–
–
–
–
–
–
–
75,000
189,491
60,969,845
19,573,274
62,500
8,246,482
8,246,482
50,000(i)
(8,296,482)(iii)
–
100,000(i)
100,000(i)
634,956
63,496
253,982
–
–
–
–
–
–
–
–
–
–
–
–
100,000
(100,000)
(634,956)(iii)
–
–
–
63,496
(253,982)(iii)
–
–
–
–
–
250,000(i)
117,289(ii)
367,289
20,000(i)
–
20,000
98,515,508
320,000
(9,168,131)
89,667,377
(i)
Employee Loan Shares
(ii)
Includes 67,289 bought on market and balance bought off market.
(iii) Part year KMP to 10 March 2015.
G. Loans to key management personnel
The Board established an employee share ownership plan (ESOP). This plan was established by the Company to
facilitate the acquisition of Shares and Options by those employed, or otherwise engaged by, or holding a position
of office in, dorsaVi. The plan allows for dorsaVi to offer employees non-recourse and interest free loans to
acquire fully paid shares.
34
DIRECTORS’ REPORT (a) Aggregate of loans made
The following table sets out the details of the aggregate of loans made, guaranteed or secured, directly or
indirectly, by the group and any of its subsidiaries, in the financial year to all key management personnel, their
close family members and entities related to them:
Table 8
Balance
1/7/2014
Interest paid
and payable
Interest not
charged
Balance
30/6/2015
Number in
group
30/6/2015
2015
$638,000
–
Not Applicable
$730,610
9
(b) Aggregate of loans made is greater than $100,000
The following table sets out the details of the aggregate of loans made, guaranteed or secured, directly or
indirectly, by the group and any of its subsidiaries, in the financial year to a particular key management person,
close members of the family of the key management person and an entity entities related to them is greater
than $100,000:
Table 9
2015
Ashraf Attia(ii)
Andrew Ronchi(ii)
Daniel Ronchi(ii)
Jerome Whelan(ii)
Jarrod Sculli(i)
Sarah Riseley(ii)
Meagan Blackburn(ii)
Zoë Whyatt(ii)
Mark Heaysman(ii) (iii)
Matthew May(ii) (iii)
Balance
1/7/2014
$
20,000
185,000
185,000
49,000
49,000
100,000
40,000
10,000
–
–
Interest paid
and payable
Interest not
charged
Highest
indebtedness
during the
year
$
Balance
30/6/2015
$
– Not Applicable
20,000
20,000
– Not Applicable
185,000
185,000
– Not Applicable
203,610
203,610
– Not Applicable
49,000
– Not Applicable
–
49,000
49,000
– Not Applicable
100,000
100,000
– Not Applicable
– Not Applicable
– Not Applicable
– Not Applicable
40,000
10,000
115,000
8,000
730,610
40,000
10,000
115,000
8,000
779,610
638,000
–
(i)
(ii)
Jarrod Sculli resigned, his loan was discharged and his shares returned. 50,000 of these shares were sold to Mark
Heaysman off market.
The Company has provided each KMP named above with an interest free loan via an Employee Share Ownership Loan
Agreement to assist the KMP to subscribe for the shares offered to the KMP by the Company. The Offer Price is the amount
equal to the opening price for the Company’s fully paid ordinary shares quoted on the stock market of ASX as at the date
of each agreement.
(iii) Commenced during the 2015 FY
The KMP may pay to the Company all or any of the Principal Outstanding at any time before the date on which
the KMP ceases to be employed by the Company. If the KMP ceases to be employed by the Company before the
5th anniversary of the date of their agreement, then upon that employment ceasing the KMP must pay to the
Company all of the Principal Outstanding.
If the Principal Outstanding has not been paid to the Company in full by the due date for repayment the KMP
irrevocably authorises the Company to sell and transfer the Shares and apply the proceeds of sale in repayment
of the Principal Outstanding. The KMP agrees that upon the sale of the Shares by the Company, the Company will
apply the net sale proceeds in repayment of the Principal Outstanding, and if there is any excess the Company
must pay it to the KMP.
35
dorsaVi ANNUAL REPORT // 2015DIRECTORS’ REPORT H. Other transactions with key management personnel
(a) Transactions with key management personnel of the entity or its parent and their personally related entities
Pro-Active Industries Pty Ltd is a related party of dorsaVi Ltd, as a director of dorsaVi Ltd controls it. During
the year, Pro-Active Industries Pty Ltd paid and was reimbursed for expenses incurred on behalf of dorsaVi Ltd.
Total value of these goods and services was $18,509 (2014: $78,035). The goods and services supplied were in
the normal course of business and on normal terms and conditions. The balance outstanding at balance date
was $11 (2014: $14,472) included in Trade Payables at Note 14.
During the year ended 30 June 2015, dorsaVi Ltd paid $19,946 (2014: $NIL) to Simon Heaysman and paid $12,337
(2014: $NIL) to Dane Heaysman (both inclusive of expense claim reimbursements). These amounts were paid to
them in their capacity as data analysts on various ViSafe projects throughout the financial year. These individuals
are related to dorsaVi through their relationship to their father, Mr Mark Heaysman.
(b) Transactions with other related parties
Starfish Ventures Pty Ltd is a related party as it is connected with a director of dorsaVi Ltd. During the year ended
30 June 2015, Starfish Ventures Pty Ltd charged rent to dorsaVi Ltd. Total value of these rental charges was
$69,102 (2014: $59,735). The rent was charged to dorsaVi on normal terms and conditions. The balance
outstanding at balance date was $10,174 (2014: $51,145) included in Trade Payables at Note 14.
I. Use of remuneration consultants
No remuneration consultants were engaged during the course of the 2015 or 2014 financial years.
J. Voting and comments made at the Company’s 2014 Annual General Meeting (AGM)
At the company’s most recent AGM, resolution to adopt the prior year remuneration report was put to the vote
and at least 75% of ‘yes’ votes were cast for adoption of that report. No comments were made on the
remuneration report that was considered at the AGM.
Signed in accordance with a resolution of the directors
— End of the remuneration report —
Herb Elliott
Director & Chairman
Melbourne
Date: 29 September 2015
Andrew Ronchi
Director & CEO
Melbourne
Date: 29 September 2015
36
DIRECTORS’ REPORT
•
PITCHER PARTNERS
dorsaVi Ltd and controlled entities
ABN: 15 129 742 409
AUDITOR'S INDEPENDENCE DECLARATION
To the Directors of dorsaVi Ltd
In relation to the independent audit for the year ended 30 June 2015, to the best of my knowledge and
belief there have been:
(i)
(ii)
No contraventions of the auditor independence requirements of the Corporations Act 2001; and
No contra v entions of any applicable code of professional conduct.
This declaration is in respect of dorsaVi Ltd and the entities it controlled during the year.
Partner
29 September 2015
PITCHER PARTNERS
Melbourne
;\n mrlepenciwll V : ( :t<:ria ~~ P~:crtni::~,~~h:p /·SN ?.'! ~/{~-> 2~~5 18G
Lovd 'i 9 1 ;:) \N> a ::: Sin:~:-H , t-.:h:-;itJI)U(rl£.- V!C 3001)
L!Bb d ~!y k::~te:d t;y a scherr;e approved under P : ·vfe:~s!v : al St<:-tncjr..nis l. (qisiaUo:·:
?Hct1<-;r Pannon .. i~: ar: ass<:•C!Ci:on G~ moep(YH1ent firrn:~
\,idt:v urn -2 ! Sy(in:-~ y ! PerH: ! !:\(jtdai
DR BSM PTY LTD
No. of
Shares held
% of total
Shares
60,597,345
40.42
7,021,814
7,021,814
4.
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – GSCO ECA
4,947,499
CITICORP NOMINEES PTY LIMITED
BENTALE PTY LTD
STARFISH TECHNOLOGY FUND II NOMINEES A PTY LTD
STARFISH TECHNOLOGY FUND II NOMINEES B PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED – A/C 3
GARSIND PTY LTD
4,673,911
3,598,637
3,029,868
3,029,867
2,913,000
1,635,000
SANDHURST TRUSTEES LTD
1,547,743
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
MOZLEY PTY LTD
ANDREW RONCHI
DANIEL RONCHI
MR FRANCIS ROSS SELLENGER + MRS DIANA ELIZABETH
SELLENGER
MORRMAC PTY LTD
MRS ROSALIND LAWRENCE
ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD
19.
MARK STEPHEN HEAYSMAN
20. MUHAMMAD UMER
Total Shares held by top 20 Shareholders
Total Shares held by all other Shareholders
OPTIONS (NOT LISTED ON ASX)
4.68
4.68
3.30
3.12
2.40
2.02
2.02
1.94
1.09
1.03
0.89
0.86
0.82
0.70
0.70
0.63
0.60
0.59
0.57
1,340,218
1,292,135
1,224,668
1,055,385
1,044,231
939,923
905,511
880,000
855,442
109,554,011
40,360,605
73.08
26.92
There were 2,000,000 unquoted options on issue to purchase ordinary shares under the Company’s Incentive
Stock Option Agreement. The Options have been issued to three employees and were issued in accordance with
the terms and conditions of the dorsaVi Ltd 2013 Share Ownership Plan.
72
FINANCIAL REPORT RESTRICTED SECURITIES & ESCROW AGREEMENTS
The following Shareholders were required to enter into restriction agreements with the Company which restrict
them from dealing with the following Shares, such as selling or encumbering them, for 24 months following the
Shares being quoted on ASX (except in limited circumstances with ASX’s consent).
Shareholder
AR BSM Pty Ltd as Trustee for the AR BSM TRUST (An Entity controlled by
Andrew Ronchi, CEO, Director)
Number of
Shares
6,893,414
DR BSM Pty Ltd as Trustee for the DR BSM Trust (An entity controlled by Daniel Ronchi)
6,893,414
Starfish Technology Fund (An entity associated with Michael Panaccio, a director
of the Company)
Andrew Ronchi
Daniel Ronchi
Ashraf Attia (a director of the Company)
Total
38,097,345
712,168
712,168
76,991
53,385,500
The following Shareholders entered voluntarily into restriction agreements with the Company which restrict them
from dealing with the following Shares, such as selling or encumbering them, for 24 months following the Shares
being quoted on ASX.
Shareholder
AR BSM Pty Ltd as Trustee for the AR BSM TRUST (An Entity controlled by
Andrew Ronchi, CEO, Director)
Number of
Shares
128,400
DR BSM Pty Ltd as Trustee for the DR BSM Trust (An entity controlled by Daniel Ronchi)
128,400
Starfish Technology Fund (An entity associated with Michael Panaccio, a director
of the Company)
Andrew Ronchi
Daniel Ronchi
Ashraf Attia (a director of the Company)
Shares issued to other employees under the employee share ownership plan.
Total
15,000,000
462,500
462,500
50,000
2,603,319
18,835,119
In summary, 72,220,619 (or 48.17%) Shares are subject to restrictions on sale and other dealings for a period
of 24 months from quotation. This 24 month period expires on 11 December 2015.
VOTING RIGHTS
At a general meeting, each Shareholder present (in person or by proxy, attorney or representative) has one vote
on a show of hands and one vote for each Share held when voting is done via a poll.
Proxy forms will be included in each notice of meeting sent to Shareholders.
Holders of issued but unexercised options are not entitled to vote.
73
dorsaVi ANNUAL REPORT // 2015FINANCIAL REPORT REQUIRED STATEMENTS
(a) There is no current on-market buy-back of the Company’s securities.
(b) The Company’s securities are not quoted on any exchange other than the ASX.
(c) The Company has continued to use the cash (and assets in a form readily convertible to cash) that it had
at the time of admission to the ASX in a manner consistent with its business objectives (as described in
the Prospectus lodged with the Australian Securities and Investments Commission with respect to the
Company’s initial public offering) for the period 1 July 2014 to 30 June 2015.
(e) The name of the Company Secretary is Mr Brendan Case.
(f) The address and telephone number of our principal registered office in Australia is:
C/- Pitcher Partners, Level 19, 15 William Street, Melbourne, Victoria, 3000
Phone: +61 3 8610 5000
(g) Register of securities
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067
GPO BOX 242, Melbourne, Victoria, 3001
Phone: +61 3 9415 5000
CORPORATE DIRECTORY
Board of Directors and Company Secretary
Executive Team
Mr Herbert Elliott
Chairman
Dr Andrew Ronchi
Chief Executive Officer
Mr Ashraf Attia
Non Executive Director
Mr Jerome Whelan
Chief Financial Officer
Dr Michael Panaccio Non Executive Director
Ms Meagan Blackburn
Dr Andrew Ronchi
Chief Executive Officer
& Executive Director
Mr Gregory Tweedly Non Executive Director
Mr Brendan Case
Company Secretary
Registered Office in Australia
Mr Mark Heaysman
Mr John Kowalczyk
Ms Sarah Riseley
Mr Daniel Ronchi
Ms Zoe Whyatt
Principal Administrative Office
Level 1, 120 Jolimont Road,
Melbourne East, VIC 3002
Phone: 1800 367 7284
Share Registry
Computershare Investor Services Pty Limited
GPO BOX 242, Melbourne, Victoria, 3001
Phone: +61 3 9415 5000
Annual General Meeting Date & Place
The Annual General Meeting will be held
Thursday, 26 November 2015 at 11:00 am at:
The offices of Pitcher Partners,
Level 19, 15 William Street,
Melbourne, Victoria, 3000
C/- Pitcher Partners,
Level 19, 15 William Street,
Melbourne, Victoria, 3000
Phone: +61 3 8610 5000
Auditor
Pitcher Partners
Level 19, 15 William Street,
Melbourne, Victoria, 3000
Investor Relations
Ms Rebecca Wilson
Buchan Consulting
Phone: +61 3 9866 4722
74
FINANCIAL REPORT
www.colliercreative.com.au #DOR0008
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